UNITED STATES
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 (Date of earliest event reported): September 21, 2001
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2648842
(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) 295-1000
ITEM 5. OTHER EVENTS
MeriStar Hospitality Corporation, a Maryland corporation ("MeriStar"), MeriStar
Hospitality Operating Partnership, L.P., a Delaware limited partnership
("MeriStar OP"), FelCor Lodging Trust Incorporated, a Maryland corporation
("FelCor") and FelCor Lodging Limited Partnership, a Delaware limited
partnership ("FelCor OP"), entered into an Agreement and Plan of Merger, dated
as of May 9, 2001 (the " Merger Agreement"). On August 16, 2001, MeriStar,
MeriStar OP, FelCor and FelCor OP entered into a First Amendment (the "First
Amendment") to the Merger Agreement and added FelCor Mergesub, L.L.C., a
Delaware limited liability company ("FelCor Mergesub"), as a party to the Merger
Agreement. MeriStar, MeriStar OP, FelCor, FelCor OP and FelCor Mergesub have
agreed to terminate the Merger Agreement and their merger plans in accordance
with the terms of a Termination Agreement dated September 21, 2001 (the
"Termination Agreement"), which is attached to this report as Exhibit 2.1.
FelCor and MeriStar have issued a press release dated as of September 21, 2001
relating to the Termination Agreement, which is attached to this report as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT DESCRIPTION
------- -----------
2.1 Termination Agreement, dated as of September
21, 2001, among MeriStar, MeriStar OP,
FelCor, FelCor OP and FelCor Mergesub.
99.1 Press release, dated as of September 21,
2001.
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: September 21, 2001
MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P.
By: MERISTAR HOSPITALITY CORPORATION,
its general partner
By: /s/ Christopher L. Bennett
---------------------------------------
Christopher L. Bennett
Vice President, Legal and Secretary
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
2.1 Termination Agreement, dated as of September 21,
2001, among MeriStar, MeriStar OP, FelCor, FelCor OP
and FelCor Mergesub.
99.1 Press release, dated as of September 21, 2001.