SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
(AMENDMENT NO. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF
THE SECURITIES EXCHANGE ACT OF 1934
MERISTAR HOTELS & RESORTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 52-2101815
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
1010 WISCONSIN AVENUE, N.W., WASHINGTON, D.C. 20007
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant toSection 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction Pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |X| box.
Securities Act registration statement file number to which
this form relates: -------------------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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PREFERRED STOCK PURCHASE RIGHTS THE NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On May 1, 2002, the Board of Directors of MeriStar Hotels & Resorts,
Inc. (the "Company") approved an amendment, dated as of May 1, 2002 (the "Rights
Agreement Amendment"), to the Preferred Share Purchase Rights Agreement between
the Company and Continental Stock Transfer & Trust Company, a New York
corporation (the "Rights Agent"), dated as of July 23, 1998 (the "Rights
Agreement"). The Amendment made the provisions of the Rights Agreement
inapplicable to the transactions contemplated by the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of May 1, 2002, by and between the
Company and Interstate Hotels Corporation, a Maryland corporation. In addition,
with respect to the common stock of the surviving corporation in the merger, (i)
the beneficial ownership of certain affiliates of Lehman Brothers Inc. not
acting in concert with CGLH Partners I LP and CGLH Partners II LP (the "Lehman
Affiliates") will not be aggregated for the purpose of calculating whether such
affiliates are deemed an "acquiring person" and (ii) the Lehman Affiliates may
transfer, dispose or acquire an amount of common stock so long as the amount
beneficially owned by the Lehman Affiliates does not in the aggregate exceed the
amount beneficially owned at the time of the merger.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, a copy of which has been filed
as an exhibit hereto and incorporated herein by reference. Copies of the Rights
Agreement are available free of charge from the Company.
ITEM 2. EXHIBITS
NUMBER DESCRIPTION
3.1(a) Amended and Restated Certificate of Incorporation of
MeriStar Hotels & Resorts, Inc. (incorporated by reference
to Exhibit 3.1 to the Company's Form S-1/A filed with the
Securities and Exchange Commission on July 23, 1998
(Registration No. 333-49881)).
3.1(b) Certificate of Amendment of the Restated Certificate of
Incorporation dated June 30, 2001(incorporated by reference
to Exhibit 3.1.1 to the Company's Form 10-K/A filed with the
Securities and Exchange Commission on March 8, 2002).
4.1(a) Preferred Share Purchase Rights Agreement, dated July 23,
1998, between MeriStar Hotels & Resorts, Inc. and the Rights
Agent (incorporated by reference to Exhibit 4.4 to the
Company's Form S-1/A filed with the Securities and Exchange
Commission on July 23, 1998(Registration No. 333-49881)).
4.1(b) Amendment to Rights Agreement, dated December 8, 2000,
between MeriStar Hotels & Resorts, Inc. and the Rights Agent
(incorporated by reference to Exhibit 4.1 to the Company's
Form 8-K filed with the Securities and Exchange Commission
on December 12, 2000).
4.1(c) Rights Agreement Amendment, dated as of May 1, 2002, between
the Company and the Rights Agent (incorporated by reference
to Exhibit 4.1 to the Company's Report on Form 8-K, filed
with the Securities and Exchange Commission on May 2, 2002).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
MERISTAR HOTELS & RESORTS, INC.
By: /s/ Christopher L. Bennett
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Name: Christopher L. Bennett
Title: Senior Vice President and
General Counsel
Date: May 2, 2002