1 ================================================================================ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ---------- Date of Report: November 1, 1999 INTERSTATE HOTELS CORPORATION Foster Plaza Ten 680 Andersen Drive Pittsburgh, Pennsylvania 15220 (412) 937-0600 Maryland 0-26805 75-2767215 (State of Incorporation) (SEC File No.) (I.R.S. Employer Identification Number) ---------- ================================================================================ ================================================================================ 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On November 1, 1999, Interstate Hotels Corporation (the "Company") acquired the Pittsburgh Airport Residence Inn by Marriott from Syracuse Office Associates, L.P. The hotel is a 156-suite extended stay lodging facility located in North Fayette Township, Pennsylvania. The Company acquired 100% of the membership interests in Interstate Pittsburgh Hotel Holdings, L.L.C. (formerly Syracuse/Pittsburgh Hotel Holdings, L.L.C.), which owns the hotel, for a total acquisition cost, including closing costs, of approximately $12.7 million. Prior to the acquisition by the Company, J. William Richardson, Vice Chairman and Chief Financial Officer of the Company, beneficially owned a 10% limited partnership interest in Syracuse Office Associates, L.P. The Company used cash on hand to fund the acquisition. Except for Mr. Richardson, the seller in the transaction was not affiliated with the Company. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description - - ----------- ----------- 2.1 Certificate and Agreement, dated as of November 1, 1999, by and among Syracuse Office Associates, L.P. Syracuse/Pittsburgh Hotel Holdings, L.L.C., Interstate Property Partnership, L.P. and Interstate Hotels Corporation. 2.2 Assignment and Assumption of Membership Interest, effective as of November 1, 1999, by and between Syracuse Office Associates, L.P. and Interstate Property Partnership, L.P. 4 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: November 16, 1999 By: /s/ J. William Richardson ----------------------------- J. William Richardson Vice Chairman and Chief Financial Officer (Principal Financial Officer) 5 INDEX TO EXHIBITS Exhibit No. Description - - ----------- ----------- 2.1 Certificate and Agreement, dated as of November 1, 1999, by and among Syracuse Office Associates, L.P. Syracuse/Pittsburgh Hotel Holdings, L.L.C., Interstate Property Partnership, L.P. and Interstate Hotels Corporation. 2.2 Assignment and Assumption of Membership Interest, effective as of November 1, 1999, by and between Syracuse Office Associates, L.P. and Interstate Property Partnership, L.P.