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): May 1, 2002
MERISTAR HOTELS & RESORTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-14331 52-2101815
(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 5. OTHER EVENTS
MeriStar Hotels & Resorts, Inc., a Delaware corporation ("MeriStar"),
and Interstate Hotels Corporation, a Maryland corporation ("Interstate"), have
entered into an Agreement and Plan of Merger, dated as of May 1, 2002 (the
"Merger Agreement") pursuant to which Interstate will merge with and into
MeriStar (the "Merger"). Under the Merger Agreement, each share of Interstate
common stock will be exchanged for the right to receive 4.6 shares of MeriStar
common stock. In connection with the Merger, (i) MeriStar and certain
stockholders of Interstate have entered into a Voting and Conversion Agreement
dated as of May 1, 2002 (the "Interstate Voting and Conversion Agreement"), (ii)
Interstate and holders of Series B Convertible Preferred Stock and 8.75%
convertible subordinated notes entered into a Conversion Incentive Agreement
dated as of May 1, 2002 (the "Conversion Incentive Agreement") and (iii)
Interstate and certain stockholders of MeriStar have entered into a Stockholder
Voting Agreement dated as of May 1, 2002 (the "MeriStar Voting Agreement").
A more complete description of the Merger and the transactions
contemplated thereby can be found in the press release attached as Exhibit 99.1
to this report and incorporated herein by reference. All investors are
encouraged to read, carefully and in their entirety, the copies of the
agreements in connection with the Merger attached hereto as exhibits.
In connection with the execution of the Merger Agreement, MeriStar and
Continental Stock Transfer & Trust Company, a New York corporation (the "Rights
Agent"), have entered into an amendment, dated as of May 1, 2002 (the "Rights
Agreement Amendment"), to the Preferred Share Purchase Rights Agreement between
MeriStar and the Rights Agent, dated as of July 23, 1998 (the "Rights
Agreement"), providing that the persons acquiring beneficial ownership of
MeriStar common stock in the Merger are exempt from the definition of "Acquiring
Person" contained in the Rights Agreement.
A copy of the Merger Agreement is being filed as Exhibit 2.1 to this
report.
A copy of the Interstate Voting and Conversion Agreement is being filed
as Exhibit 2.2 to this report.
A copy of the Conversion Incentive Agreement is being filed as Exhibit
2.3 to this report.
A copy of the MeriStar Voting Agreement is being filed as Exhibit 9.1
to this report.
A copy of the Rights Agreement has been filed as Exhibit 4.4 to
MeriStar's Registration Statement on Form S-1/A, file no. 333-49881.
A copy of the Rights Agreement Amendment is being filed as Exhibit 4.1
to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger, dated as of May
1, 2002, between MeriStar and Interstate.
2.2 Interstate Voting and Conversion Agreement,
dated as of May 1, 2002, among MeriStar and
certain stockholders specified therein.
2.3 Conversion Incentive Agreement, among
Interstate and holders of Series B Convertible
Preferred Stock and 8.75% Convertible
Subordinated Notes, dated as of May 1, 2002.
4.1 Rights Agreement Amendment, dated as of May 1,
2002, between MeriStar and the Rights Agent.
9.1 MeriStar Voting Agreement, dated as of May 1,
2002, among Interstate and certain
stockholders specified therein.
99.1 Press Release, dated as of May 2, 2002.
SIGNATURE
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: May 2, 2002
MERISTAR HOTELS & RESORTS, INC
By: /S/ CHRISTOPHER L. BENNETT
------------------------------------------
Christopher L. Bennett
Senior Vice President and General Counsel
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger, dated as of May
1, 2002, between MeriStar and Interstate.
2.2 Interstate Voting and Conversion Agreement,
dated as of May 1, 2002, among MeriStar and
certain stockholders specified therein.
2.3 Conversion Incentive Agreement, among
Interstate and holders of Series B Convertible
Preferred Stock and 8.75% Convertible
Subordinated Notes, dated as of May 1, 2002.
4.1 Rights Agreement Amendment, dated as of May 1,
2002, between MeriStar and the Rights Agent.
9.1 MeriStar Voting Agreement, dated as of May 1,
2002, among Interstate and certain
stockholders specified therein.
99.1 Press Release, dated as of May 2, 2002.