EXHIBIT 3.1
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CERTIFICATE OF MERGER
OF
INTERSTATE HOTELS CORPORATION
INTO
MERISTAR HOTELS & RESORTS, INC.
In accordance with Section 252(c) of the General Corporation Law of the
State of Delaware, Meristar Hotels & Resorts, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"),
DOES HEREBY CERTIFY THAT:
FIRST: The name and state of incorporation of each of the constituent
corporations of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Interstate Hotels Corporation ("Interstate") Maryland
Meristar Hotels & Resorts, Inc. Delaware
SECOND: An Agreement and Plan of Merger, dated as of May 1, 2002, as
amended on June 3. 2002 (the "Merger Agreement"), has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with Section 252 of the General Corporation Law of the State of
Delaware (the "DGCL").
THIRD: The name of the surviving corporation of the merger is
MeriStar Hotels & Resorts, Inc., which name at the effective time of the merger
will be changed to Interstate Hotels & Resorts, Inc.
FOURTH: At the effective time of the merger, the Restated Certificate
of Incorporation of the Corporation shall be amended in the manner set forth on
Exhibit A hereto and as so amended shall be the Restated Certificate of
Incorporation of the surviving corporation.
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FIFTH: The executed Merger Agreement is on file at the principal
place of business of the surviving corporation. The address of the principal
place of business of the surviving corporation is 1010 Wisconsin Avenue, N.W.,
Washington, D.C. 20007.
SIXTH: On request, the surviving corporation will furnish without
cost a copy of the Merger Agreement to any stockholder of any constituent
corporation.
SEVENTH: The authorized capital stock of Interstate is as follows:
(a) 64,939,361 shares of common stock, $0.01 par value
per share, of which 62,000,000 shares are Interstate
Class A Common Stock, 1,500,000 shares are Interstate
Class B Common Stock, and 1,439,361 shares are
Interstate Class C Common Stock; and
(b) 10,000,000 shares of preferred stock, of which 70,000
shares are designated as Interstate Series A
Preferred Stock and 850,000 shares are designated as
Series B Convertible Preferred Stock, par value $0.01
per share.
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IN WITNESS WHEREOF, the undersigned has signed his name, this 25th day
of July, 2002 and by such act affirms, under penalties of perjury, that this
instrument constitutes the act and deed of the Corporation and that the facts
stated herein are true.
MERISTAR HOTELS & RESORTS, INC.
By: /s/ Christopher L. Bennett
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Christopher L. Bennett
Senior Vice President and General Counsel
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EXHIBIT A
FIRST: The text of Article I of the Corporation's Certificate of
Incorporation is hereby amended and restated to read in full as follows:
"The name of the corporation is Interstate Hotels & Resorts, Inc. (the
"Corporation").";
SECOND: Section A of Article IV is hereby amended and restated to read
in its entirety as follows:
"A. Capitalization. The total number of shares that the
Corporation shall have the authority to issue is: two hundred and fifty
five million (255,000,000), which shall be two hundred and fifty
million (250,000,000) shares of common stock, par value of one cent
($0.01) per share (the "Common Stock"), and five million (5,000,000)
shares of preferred stock, par value of one cent ($0.01) per share (the
"Preferred Stock").";
THIRD: Section B of Article V is hereby amended and restated to read
in its entirety as follows:
"B. Number. Until the date (the "Termination Date") that is 18
months after the effective time of the merger between the Corporation
and Interstate Hotels Corporation, a Maryland corporation, the Board
shall consist of thirteen (13) members, and such number may be changed
only with the affirmative vote of at least 75% of the then existing
members of the Board. After the Termination Date, the Board shall
consist of not less than three (3) and not more than fifteen (15)
members. The exact number of directors within the minimum and maximum
limitations specified in the preceding sentence shall be fixed from
time to time by resolution adopted by a majority of the entire Board
that would be in office, if no vacancy existed, whether or not present
at a meeting."; and
FOURTH: The following is hereby added as Section J of Article V:
"J. Nomination. Until the Termination Date, unless such person has
resigned, has retired or is no longer able to serve as a director by
reason of death, disqualification, removal from office or any other
cause, the Corporation shall nominate the following directors for
election at each meeting of the Corporation's stockholders at which
directors may be elected:
NAME CLASS
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Paul W. Whetsell........................................ Class I
Thomas F. Hewitt........................................ Class I
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John Emery.............................................. Class I
J. Taylor Crandall...................................... Class I
Karim J. Alibhai........................................ Class II
Joseph J. Flannery...................................... Class II
Raymond C. Mikulich..................................... Class II
Mahmood J. Khimji....................................... Class II
Sherwood M. Weiser...................................... Class II
Steven D. Jorns......................................... Class III
James B. McCurry........................................ Class III
Leslie R. Doggett....................................... Class III
John J. Russell, Jr..................................... Class III"