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): December 10, 2001
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 75-264883735
(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
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ITEM 5. OTHER EVENTS
The following information was disclosed in connection with a private
offering of securities by subsidiaries of MeriStar Hospitality Operating
Partnership, L.P., a Delaware limited partnership ("MeriStar"):
Prior to the September 11 terrorist attacks, revenue per available room
(RevPAR) at MeriStar's hotels for the third quarter was down 8.9% from the
RevPAR for the same period in 2000 and occupancy was down 4.5%. For the month of
September following September 11, RevPAR was down 41.7% from the prior year and
occupancy was down 34.3%. During October and November 2001, RevPAR was down
25.6% and 24.1%, respectively, and occupancy was down 17.5% and 15.8%,
respectively, from the same periods in 2000.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMNETS
Information both included and incorporated by reference in this report
may contain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, and as
such may involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of our company to be
materially different from future results, performance or achievements expressed
or implied by forward-looking statements. Forward-looking statements, which are
based on assumptions and describe our future plans, strategies and expectations,
are generally identifiable by use of the words "may," "will," "should,"
"expect," "anticipate," "estimate," "believe," "intend" or "project" or the
negative thereof or other variations thereon or comparable terminology. Factors
which could have a material adverse effect on the operations and future
prospects of our company include, but are not limited to, changes in:
o the current slowdown of the national economy;
o economic conditions generally and the real estate market
specifically;
o the impact of the September 11, 2001 terrorist attacks or
actual or threatened future terrorist incidents;
o legislative/regulatory changes, including changes to laws
governing the taxation of real estate investment trusts;
o disruptions to or restrictions on air travel;
o availability of capital;
o interest rates;
o competition;
o supply and demand for hotel rooms in our current and proposed
market areas; and
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o general accounting principles, policies and guidelines
applicable to real estate investment trusts.
These risks and uncertainties, along with the risk factors discussed
under "Risk Factors," in the Annual Report on Form 10-K of MeriStar Hospitality
Corporation should be considered in evaluating any forward-looking statements
contained in this report.
MeriStar undertakes no obligation to update or revise publicly any
forward-looking statement, whether as a result of new information, future events
or otherwise, other than as required by law.
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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 hereunto duly authorized.
Date: December 13, 2001
MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P.
By: MERISTAR HOSPITALITY CORPORATION
its general partner
By: /s/ Christopher L. Bennett
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Christopher L. Bennett
Vice President, Legal and Secretary