Filed by MeriStar Hotels & Resorts, Inc.
pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to Rule
14a-6(j) under the Securities Exchange Act of 1934
Subject Company: Interstate Hotels Corporation
Commission File No.: 0-26805
FOR IMMEDIATE RELEASE
MERISTAR HOTELS & RESORTS CONTACTS: INTERSTATE HOTELS CORPORATION CONTACTS:
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Melissa Thompson Tom Loftus Lisa O'Connor
Director of Corporate Communications Media Inquiries Investor Relations
(202) 295-2228 (412) 937-3382 (412) 937-3319
Jerry Daly or Carol McCune
Daly Gray Public Relations (Media)
(703) 435-6293
MERISTAR HOTELS & RESORTS AND INTERSTATE HOTELS EXPECT TO HOLD
SECOND-QUARTER EARNINGS CALL AS COMBINED COMPANY ON AUGUST 8
WASHINGTON and PITTSBURGH, July 24, 2002--MeriStar Hotels & Resorts
(NYSE: MMH) and Interstate Hotels Corporation (Nasdaq: IHCO) today announced
that the companies expect to hold their first earnings conference call as
Interstate Hotels & Resorts (NYSE: IHR), the nation's largest independent hotel
management company, on Thursday, August 8, 2002, at 11 a.m. ET. The conference
call will occur if stockholders of both companies vote to approve a proposed
merger at special stockholder meetings scheduled for July 30, 2002.
Consummation of the merger is expected to occur on July 31, pending
approval by the stockholders of each company and the satisfaction or waiver of
other closing conditions. The newly merged company is expected to release
second-quarter financial results on Thursday, August 8, 2002, before the
market's opening.
Representing Interstate Hotels & Resorts on the call will be Paul
Whetsell, chairman and chief executive officer, and John Emery, president and
chief operating officer. Stockholders and other interested parties may listen to
a simultaneous webcast of the conference call on the Internet by logging onto
Interstate Hotels & Resorts' new Web site, www.ihrco.com,
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Interstate Conference Call
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or www.streetevents.com, or may call (800) 240-2134, reference number 489283.
(International investors may call (303) 262-2075.) A recording of the call will
be available by telephone until midnight on Monday, August 12, by dialing (800)
405-2236, reference number 489283. A replay of the conference call also will be
posted on Interstate Hotels & Resorts' Web site.
Interstate Hotels Corporation operates 135 hotels with more than 28,000
rooms in 36 states, the District of Columbia, Canada and Russia. For more
information, visit WWW.INTERSTATEHOTELS.COM.
MeriStar Hotels & Resorts operates 267 hospitality properties with more
than 56,000 rooms in 42 states, the District of Columbia, and Canada, including
55 properties managed by Flagstone Hospitality Management, a subsidiary of
MeriStar Hotels & Resorts. BridgeStreet Corporate Housing Worldwide, a MeriStar
subsidiary, is one of the world's largest corporate housing providers, offering
upscale, fully furnished corporate housing throughout the United States, Canada,
the United Kingdom, France and 39 additional countries through its network
partners. For more information, visit www.meristar.com.
THIS PRESS RELEASE CONTAINS "FORWARD-LOOKING STATEMENTS," WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, ABOUT MERISTAR
AND INTERSTATE, INCLUDING THOSE STATEMENTS REGARDING, THE TIMING OF THE PROPOSED
MERGER, THE RESULTS OF THE PROPOSED MERGER, FUTURE OPERATING RESULTS AND THE
TIMING AND COMPOSITION OF REVENUES, AMONG OTHERS, AND STATEMENTS CONTAINING
WORDS SUCH AS "EXPECTS," "BELIEVES" OR "WILL," WHICH INDICATE THAT THOSE
STATEMENTS ARE FORWARD-LOOKING. EXCEPT FOR HISTORICAL INFORMATION, THE MATTERS
DISCUSSED IN THIS PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT
TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER
MATERIALLY, INCLUDING THE CURRENT SLOWDOWN OF THE NATIONAL ECONOMY, ECONOMIC
CONDITIONS GENERALLY AND THE REAL ESTATE MARKET SPECIFICALLY, THE IMPACT OF THE
EVENTS OF SEPTEMBER 11, 2001, LEGISLATIVE AND REGULATORY CHANGES, AVAILABILITY
OF DEBT AND EQUITY CAPITAL, INTEREST RATES, COMPETITION, SUPPLY AND DEMAND FOR
LODGING FACILITIES IN THE COMPANIES' CURRENT AND PROPOSED MARKET AREAS, THE
RECEIPT OF REQUIRED STOCKHOLDER APPROVALS FOR THE PROPOSED MERGER, THE
FULFILLMENT OF CONDITIONS PRECEDENT FOR THE PROPOSED MERGER AND THE POTENTIAL
DE-LISTING OF MERISTAR BY THE NYSE. ADDITIONAL RISKS ARE DISCUSSED IN
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Interstate Conference Call
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THE FILINGS OF MERISTAR AND INTERSTATE WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THEIR DEFINITIVE PROXY STATEMENT AND PROSPECTUS, WHICH WAS
FILED WITH THE SEC ON JULY 1, 2002.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF
ANY SECURITIES IN ANY STATE OR PROVINCE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER APPLICABLE
SECURITIES LAWS. MERISTAR HAS FILED A REGISTRATION STATEMENT ON FORM S-4 WITH
THE SEC IN CONNECTION WITH THE MERGER TRANSACTION, WHICH HAS BEEN DECLARED
EFFECTIVE BY THE SEC. THE FORM S-4 CONTAINS A PROSPECTUS, A PROXY STATEMENT, AND
OTHER DOCUMENTS FOR THE STOCKHOLDERS' MEETINGS OF MERISTAR AND INTERSTATE AT
WHICH TIME THE PROPOSED TRANSACTION WILL BE CONSIDERED. MERISTAR AND INTERSTATE
FILED DEFINITIVE VERSIONS OF THESE MATERIALS WITH THE SEC ON JULY 1, 2002.
MERISTAR AND INTERSTATE HAVE MAILED THE PROXY STATEMENT AND PROSPECTUS CONTAINED
IN THE FORM S-4 TO THEIR RESPECTIVE STOCKHOLDERS. THE FORM S-4, PROXY STATEMENT
AND PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT MERISTAR, INTERSTATE, THE
MERGER AND RELATED MATTERS. INVESTORS AND STOCKHOLDERS SHOULD READ THE FORM S-4,
PROXY STATEMENT AND PROSPECTUS AND THE OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE MERGER CAREFULLY BEFORE THEY MAKE ANY DECISION WITH RESPECT
TO THE MERGER. COPIES OF THE MERGER AGREEMENT AND OTHER PRINCIPAL TRANSACTION
DOCUMENTS ARE CONTAINED IN THE DEFINITIVE PROXY STATEMENT AND PROSPECTUS. THE
FORM S-4, PROXY STATEMENT AND PROSPECTUS, AND ALL OTHER DOCUMENTS FILED WITH THE
SEC IN CONNECTION WITH THE MERGER TRANSACTION ARE AVAILABLE FREE OF CHARGE AT
THE SEC'S WEB SITE, AT WWW.SEC.GOV. IN ADDITION, THE PROXY STATEMENT AND
PROSPECTUS, AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
MERGER WILL BE MADE AVAILABLE TO INVESTORS FREE OF CHARGE BY WRITING TO THE
MERISTAR AND INTERSTATE CONTACT ADDRESSES SET FORTH IN THIS PRESS RELEASE.
IN ADDITION TO THE FORM S-4, THE PROXY STATEMENT AND PROSPECTUS AND THE
OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER, BOTH MERISTAR
AND INTERSTATE ARE OBLIGATED TO FILE ANNUAL, QUARTERLY AND SPECIAL REPORTS,
PROXY STATEMENTS AND OTHER INFORMATION WITH THE SEC. YOU MAY READ AND COPY ANY
REPORTS, STATEMENTS AND OTHER INFORMATION FILED WITH THE SEC AT THE SEC'S PUBLIC
REFERENCE ROOM AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549. PLEASE CALL
THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOM.
FILINGS WITH THE SEC ALSO ARE AVAILABLE TO THE PUBLIC FROM COMMERCIAL
DOCUMENT-RETRIEVAL SERVICES AND AT THE WEB SITE MAINTAINED BY THE SEC AT
WWW.SEC.GOV.
PURSUANT TO INSTRUCTION 3 OF ITEM 4 OF SCHEDULE 14A, THE PARTICIPANTS
IN THE SOLICITATION INCLUDE MERISTAR, INTERSTATE, THEIR RESPECTIVE DIRECTORS AND
MAY INCLUDE CERTAIN EXECUTIVE OFFICERS OF EACH. INFORMATION REGARDING THESE
PARTICIPANTS IS CONTAINED IN THE DEFINITIVE PROXY STATEMENT AND PROSPECTUS
RELATING TO THE PROPOSED MERGER.
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