SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Check the appropriate box [X]
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MERISTAR HOTELS & RESORTS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
n/a
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transactions:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box of any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Description of Transaction
The description of the transaction is incorporated by reference to the
press release attached as Exhibit 99.1 to this filing on Schedule 14A. Other
written soliciting materials used are also attached to this filing as exhibits.
MeriStar Hotels & Resorts, Inc. will be, and certain other persons
named below may be, soliciting proxies from MeriStar's stockholders in favor of
the transaction. Some of the directors and executive officers of MeriStar and
some of the directors and executive officers of American Skiing Company, a
Delaware corporation, may be deemed to be participants in MeriStar's
solicitation of proxies.
The participants in the solicitation include the following directors
and officers of MeriStar:
Name Title
- --------------------------------------------------------------------------------
Daniel R. Doctoroff Director
Kent R. Hance (2) Director
Steven D. Jorns Director
S. Kirk Kinsell (1) Director
David E. McCaslin Director
James B. McCurry (1) (2) Director
Paul W. Whetsell Chairman and Chief Executive Officer
James R. Worms Director
James A. Calder Chief Financial Officer
John Emery Chief Operating Officer
Louis Schaab Senior Vice President, Finance
Christopher L. Bennett Vice President, Legal and Secretary
Bruce Riggins Director of Finance
Melissa Thompson Director of Corporate Communications
- ------------------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
In addition, Daly Gray Public Relations is participating in the
solicitation.
Some of the participants in the solicitation have interests in the
merger and associated transactions, some of which may differ from, or may be in
addition to, those of MeriStar's stockholders generally:
o In connection with the merger, some of MeriStar's senior officers will
become senior officers of Doral International, Inc., the
publicly-traded company that will result from the merger. Mr. Paul
Whetsell will become the Chief Executive Officer of Doral, and Mr. John
Emery will become the Chief Financial Officer of Doral.
o In addition, under the terms of MeriStar's employee stock option plan,
the merger will cause all of the options issued under that plan to
vest. As a condition precedent to the closing of the merger, MeriStar
is required to obtain waivers of that early vesting from
Messrs. Bruce Wiles, James Calder, Woody Montgomery, John Plunket, John
Emery, David McCaslin and Paul Whetsell.
o Paul Whetsell is also a member of the board of directors of American
Skiing but has recused himself from all deliberations of American
Skiing's board of directors relating to the merger and is not a member
of the American Skiing Special Committee.
o Mr. Daniel Doctoroff, a director of MeriStar, is an affiliate of Oak
Hill Capital Partners, L.P., which, together with its affiliates, is
the largest stockholder of American Skiing and of MeriStar and will
control more than 45% of the common stock of Doral following the
merger. Mr. Doctoroff has recused himself from all deliberations of
MeriStar's board of directors relating to the merger.
o Doral has agreed, from and after the effective time of the merger, to
indemnify the present and former directors and officers of MeriStar and
has agreed to cause the subsidiary of Doral that will operate the
former MeriStar business to maintain directors' and officers' liability
insurance for these individuals in place for six years following
completion of the merger.
o None of the directors or officers of MeriStar holds more than 1.0% of
the outstanding common stock of MeriStar except for Messrs. Daniel
Doctoroff (11.1%), Steven Jorns (3.2%) and Paul Whetsell (2.1%). All
percentages are as of November 30, 2000.
In addition, some of American Skiing's directors and officers may be
participating in the solicitation. A list of those participants and their
interests in the merger and the associated transactions is set forth in American
Skiing's statement on Schedule 14A.
Exhibits:
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
99.1 Press Release, dated December 11, 2000
99.2 Script used by Mr. Jerry Daly during the
conference call announcing the transaction
on December 11, 2000
99.3 Script used by Mr. Leslie Otten during the
conference call announcing the transaction
on December 11, 2000
99.4 Slide presentation to be used beginning on
December 12, 2000