UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 3, 1998
MERISTAR HOTELS & RESORTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-14331 51-0379982
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
(Address of principal executive offices)
Registrant's telephone number, including area code: (202) 965-4455
FORM 8-K
ITEM 2. ACQUISITIONS
On August 3, 1998, CapStar Hotel Company ("CapStar") and American General
Hospitality Corporation ("American General") completed their previously
announced merger (the "Merger"). With the completion of the Merger, MeriStar
Hospitality Corporation (a hotel real estate investment trust) ("MeriStar
Hospitality") and MeriStar Hotels & Resorts, Inc. (a hotel management company)
("MeriStar Hotels & Resorts") began trading on August 3, 1998 on the New York
Stock Exchange under the ticker symbols MHX and MMH, respectively.
In accordance with the merger agreement (the "Merger Agreement"), CapStar
shareholders received one share of MeriStar Hospitality for each CapStar share
owned. American General shareholders received 0.8475 shares of MeriStar
Hospitality for each American General share owned. Immediately prior to the
Merger, CapStar shareholders received as a spin-off one share of MeriStar Hotels
& Resorts for each CapStar share owned (the "Spin-Off"). The exchange of
CapStar and American General shares for MeriStar Hospitality shares is
nontaxable. The Spin-Off is taxable to CapStar shareholders.
Initial shareholders of MeriStar Hospitality (CapStar and American General
shareholders of record at the close of business on July 31, 1998) have received
rights ("Rights") to buy shares in MeriStar Hotels & Resorts. Each initial
shareholder of MeriStar Hospitality has received a non-transferable right to
purchase one share of MeriStar Hotels & Resorts for each six shares owned of
MeriStar Hospitality. The subscription price for the Rights is equal to $2.84
per share. The Rights expire at 5 p.m. on Monday, August 31.
As part of the Merger and Spin-Off, MeriStar Hotels & Resorts acquired
privately-held American General Hospitality, Inc. and AGH Leasing, L.P., which
together operated and/or leased 46 of American General's 54 owned hotels and
managed 15 additional properties for third party owners, for an aggregate
purchase price of $95 million, paid with a combination of cash and operating
partnership units.
A copy of the press release relating to the Merger and the Spin-Off is being
filed as Exhibit 99.1 to this report.
On April 10, 1998, MeriStar Hotels & Resorts filed a Registration Statement on
Form S-1 (No. 333-49881), as amended by Amendment No. 1 filed on May 22, 1998;
Amendment No. 2 filed on June 5, 1998; Amendment No. 3 filed on June 19, 1998;
Amendment No. 4 filed on June 22, 1998; and Amendment No. 5 filed on July 23,
1998, relating to the registration under the Securities Act of 1933, as amended,
of the Rights and shares of Common Stock of MeriStar Hotels & Resorts to be
issued pursuant to the Rights offering. Such Registration Statement is
incorporated herein by reference as Exhibit 99.2.
ITEM 5. OTHER INFORMATION
See Item 2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a)(b) Financial Statements and Pro Forma Financial Information
See Exhibit 99.2
(c) Exhibits
Exhibit Description
- ------- -----------
99.1 Press Release, dated August 3, 1998
99.2 Registration Statement on Form S-1 (No.333-49881) is
incorporated herein by reference.
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 hereunto duly authorized.
Date: August 14, 1998
MERISTAR HOTELS & RESORTS, INC
By: /s/ JAMES A. CALDER
----------------------------------
James A. Calder
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Press Release, dated August 3, 1998
99.2 Registration Statement on Form S-1 (No.333-49881) is incorporated
herein by reference.