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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTERSTATE HOTELS CORPORATION
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(Exact name of registrant as specified in charter)
MARYLAND 75-2767215
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(State or other jurisdiction (IRS employer
of incorporation) identification no.)
680 ANDERSEN DRIVE, FOSTER PLAZA TEN, PITTSBURGH, PENNSYLVANIA 15220
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(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
In connection with the spin-off of Interstate Hotels Corporation (the
"Company") and as previously disclosed in the Company's Information
Statement/Prospectus dated June 8, 1999 relating thereto, the Board of Directors
of the Company on June 9, 1999 approved the adoption of a Shareholder Rights
Agreement (the "Rights Agreement"). The following description of the terms of
the Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement which is attached hereto as an
exhibit and is incorporated herein by reference.
Pursuant to the terms of the Rights Agreement, the Board of Directors
declared a dividend distribution of one Preferred Stock Purchase Right (a
"Right") for each outstanding share of Class A Common Stock of the Company,
Class B Common Stock of the Company and Class C Common Stock of the Company
(collectively, the "Common Stock") to stockholders of record as of the close of
business on July 8, 1999 (the "Record Date"). In addition, one Right will
automatically attach to each share of Common Stock issued between the Record
Date and the Distribution Date (as hereinafter defined). Each Right entitles the
registered holder thereof to purchase from the Company a unit consisting of one
one-thousandth of a share (a "Unit") of Series A Junior Participating Cumulative
Preferred Stock, par value $0.01 per share (the "Preferred Stock"), at a cash
exercise price of $33.00 per Unit (the "Exercise Price"), subject to adjustment.
Initially, the Rights are not exercisable and are attached to and trade
with all outstanding shares of Common Stock outstanding as of, and issued
subsequent to, the Record Date. The Rights will separate from the Common Stock
and will become exercisable upon the earlier of (i) the close of business on the
tenth calendar day following the first public announcement that a person or
group of affiliated or associated persons has acquired beneficial ownership of
10% or more of the outstanding shares of Common Stock (an "Acquiring Person")
(the date of said announcement being referred to as the "Stock Acquisition
Date") or (ii) the close of business on the tenth business day (or such later
calendar day as the Board of Directors may determine) following the commencement
of a tender offer or exchange offer that could result upon its consummation in a
person or group becoming the beneficial owner of 10% or more of the outstanding
shares of Common Stock (the earlier of such dates being herein referred to as
the "Distribution Date").
Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), (a) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (b) new Common Stock certificates issued after the Record Date
will contain a notation incorporating the Shareholder Rights Agreement by
reference, and (c) the surrender for transfer of any certificates for Common
Stock will also constitute the transfer of the Rights associated with the Common
Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on July 7, 2009, unless previously redeemed or
exchanged by the Company as described below.
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As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Right Certificates alone
will represent the Rights. Except as otherwise determined by the Board of
Directors, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
In the event that a Stock Acquisition Date occurs, proper provision
will be made so that each holder of a Right (other than an Acquiring Person or
associates or affiliates thereof, whose Rights shall become null and void) will
thereafter have the right to receive upon exercise that number of Units of
Preferred Stock of the Company having a market value of two times the exercise
price of the Right (such right being referred to as the "Subscription Right").
In the event that, at any time following the Stock Acquisition Date, (i) the
Company consolidates with, or merges with and into, any other person, and the
Company is not the continuing or surviving corporation, (ii) any person
consolidates with the Company, or merges with and into the Company and the
Company is the continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the shares of Common Stock are
changed into or exchanged for stock or other securities of any other person or
cash or any other property, or (iii) 50% or more of the Company's assets or
earning power is sold, mortgaged or otherwise transferred, each holder of a
Right shall thereafter have the right to receive, upon exercise, common stock of
the acquiring company having a market value equal to two times the exercise
price of the Right (such right being referred to as the "Merger Right"). The
holder of a Right will continue to have the Merger Right whether or not such
holder has exercised the Subscription Right. Rights that are or were
beneficially owned by an Acquiring Person may (under certain circumstances
specified in the Rights Agreement) become null and void.
At any time after any person becomes an Acquiring Person, the Board of
Directors may, at its option, exchange all or any part of the then outstanding
and exercisable Rights for shares of Class A Common Stock or Units of Preferred
Stock at an exchange ratio specified in the Rights Agreement. Notwithstanding
the foregoing, the Board of Directors generally will not be empowered to effect
such exchange at any time after any person becomes the beneficial owner of 50%
or more outstanding shares of the Common Stock of the Company.
The Exercise Price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Exercise Price will be
required until cumulative adjustments amount to at least 1% of the Exercise
Price. The Company is not
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obligated to issue fractional Units. If the Company elects not to issue
fractional Units, in lieu thereof an adjustment in cash will be made based on
the fair market value of the Preferred Stock on the last trading date prior to
the date of exercise.
The Rights may be redeemed in whole, but not in part, at a price of
$0.01 per Right (payable in cash, Class A Common Stock or other consideration
deemed appropriate by the Board of Directors) by the Board of Directors only
until the earlier of (i) the time at which any person becomes an Acquiring
Person or (ii) the expiration date of the Rights Agreement. Immediately upon the
action of the Board of Directors ordering redemption of the Rights, the Rights
will terminate and thereafter the only right of the holders of Rights will be to
receive the redemption price.
The Rights Agreement may be amended by the Board of Directors in its
sole discretion until the time at which any person becomes an Acquiring Person.
After such time, the Board of Directors may, subject to certain limitations set
forth in the Rights Agreement, amend the Rights Agreement only to cure any
ambiguity, defect or inconsistency, to shorten or lengthen any time period, or
to make changes that do not adversely affect the interests of Rights holders
(excluding the interests of an Acquiring Person or its associates or
affiliates).
Until a Right is exercised, the holder will have no rights as a
stockholder of the Company (beyond those as an existing stockholder), including
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Units, other securities of the Company, other
consideration or for common stock of an acquiring company.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as EXHIBIT B the Form of
Rights Certificate, is attached hereto as Exhibit 4.1 and is incorporated herein
by reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement
which is incorporated herein by reference.
ITEM 2 - EXHIBITS
Exhibit 3.1 Articles Supplementary to the Amended and Restated Articles of
Incorporation of Interstate Hotels Corporation, classifying and
designating the Series A Junior Participating Cumulative
Preferred Stock.
Exhibit 4.1 Shareholder Rights Agreement, dated July 8, 1999, between
Interstate Hotels Corporation and American Stock Transfer and
Trust Company, as Rights Agent (including the form of Rights
Certificate as EXHIBIT B).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
INTERSTATE HOTELS CORPORATION
Date: July 8, 1999 By: /s/ Thomas F. Hewitt
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Name: Thomas F. Hewitt
Title: Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3.1 Articles Supplementary to the Amended and Restated
Articles of Incorporation of Interstate Hotels
Corporation, classifying and designating the Series A
Junior Participating Cumulative Preferred Stock.
4.1 Shareholder Rights Agreement, dated July 8, 1999,
between Interstate Hotels Corporation and American Stock
Transfer and Trust Company, as Rights Agent (including
the form of Rights Certificate as EXHIBIT B).
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