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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
July 8, 1999
INTERSTATE HOTELS CORPORATION
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(Exact name of registrant as specified in charter)
MARYLAND
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(State or Other Jurisdiction of Incorporation)
1-11731 75-2767215
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(Commission file number) (IRS employer identification number)
680 ANDERSEN DRIVE, FOSTER PLAZA TEN, PITTSBURGH, PENNSYLVANIA 15220
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(Address of principal executive offices) (Zip code)
(412) 937-0600
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
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, at a cash exercise price of $33.00
per Unit, subject to adjustment.
Initially, the Rights are not exercisable and are attached to and trade
with all 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") or (ii) the close of
business on the tenth business day (or such later 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 outstanding shares of Common Stock (the
earlier of such dates being herein referred to as the "Distribution Date").
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on July 7, 2009 (the "Expiration Date"), unless
previously redeemed or exchanged by the Company as described below.
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.
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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 their 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
Exhibit 3.1 - Articles Supplementary to the Articles of Amendment and
Restatement of Interstate Hotels Corporation, classifying
and designating the Series A Junior Participating
Cumulative Preferred Stock.
Exhibit 4.1 - Shareholder Rights Agreement, dated as of July 8, 1999,
between Interstate Hotels Corporation and American Stock
Transfer and Trust Company, as Rights Agent.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto 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 Articles of Amendment
and Restatement of Interstate Hotels Corporation,
classifying and designating the Series A Junior
Participating Cumulative Preferred Stock.
4.1 Shareholder Rights Agreement, dated as of July 8,
1999, between Interstate Hotels Corporation and
American Stock Transfer and Trust Company, as Rights
Agent.
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