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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
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Date of Report: June 18, 1999
INTERSTATE HOTELS CORPORATION
Foster Plaza Ten
680 Andersen Drive
Pittsburgh, Pennsylvania 15220
(412)937-0600
Maryland 0-26253 75-2767215
(State of Incorporation) (SEC File No.) (IRS Employer
Identification No.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 18, 1999, Interstate Hotels Corporation (the "Company")
completed the previously announced sale of substantially all of its equity
interests in The Charles Hotel Complex, a hotel, retail and office complex
located in Cambridge, Massachusetts (the "Complex") to F&H GP Corporation. The
Company sold a 1% general partnership interest and an 89.9% limited partnership
interest in Intercarp Limited Partnership, which is a general partner of the
managing partner of the partnership that owns the Complex, as well as the
holder of limited partnership interests in such owner. The purchase price
totaled $19.25 million, consisting of $13.5 million in cash and $5.5 million
in the form of a secured non-recourse promissory note. The Company retained its
interest as the sole general partner of Cambridge Hotel Associates, the manager
of The Charles Hotel. Information which gives the pro forma effect of the sale
was previously reported in the Company's Form S-1 Registration Statement,
effective June 8, 1999.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.1 Asset Purchase Agreement, dated as of May 7, 1999, by and among
IHC/Chaz Corporation, PAH-Management Corporation and F&H Realty, LLC.
2.2 Instrument of Assignment and Assumption, dated June 18, 1999, made by
IHC/Chaz Corporation and PAH-Management Corporation in favor of
Interstate Hotels, LLC.
2.3 Instrument of Assignment and Assumption, dated June 18, 1999, made by
F&H Realty, LLC in favor of F&H GP Corporation.
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SIGNATURES
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 thereunto duly authorized.
INTERSTATE HOTELS CORPORATION
Date: July 6, 1999
By: /s/ J. William Richardson
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J. William Richardson
Vice Chairman and
Chief Financial Officer
(Principal Financial Officer)
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.1 Asset Purchase Agreement, dated as of May 7, 1999, by and among
IHC/Chaz Corporation, PAH-Management Corporation and F&H Realty, LLC.
2.2 Instrument of Assignment and Assumption, dated June 18, 1999, made by
IHC/Chaz Corporation and PAH-Management Corporation in favor of
Interstate Hotels, LLC.
2.3 Instrument of Assignment and Assumption, dated June 18, 1999, made by
F&H Realty, LLC in favor of F&H GP Corporation.