UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2002 MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. MERISTAR HOSPITALITY FINANCE CORP (Exact name of Registrant as (Exact name of Registrant as specified in its Charter) specified in its Charter) DELAWARE DELAWARE (State of Incorporation) (State of Incorporation) 75-2648837 52-2321015 (IRS Employer Identification No.) (IRS Employer Identification No.) MERISTAR HOSPITALITY FINANCE CORP II MERISTAR HOSPITALITY FINANCE CORP III (Exact name of Registrant as (Exact name of Registrant as specified in its Charter) specified in its Charter) DELAWARE DELAWARE (State of Incorporation) (State of Incorporation) -- 46-0467463 (IRS Employer Identification No.) (IRS Employer Identification No.) 1010 WISCONSIN AVENUE, N.W. WASHINGTON, D.C. 20007 (202) 965-4455 (Address, including zip code, and telephone number, including area code, of Principal Executive Offices of all of the above registrants) FORM 8-K ITEM 9. REGULATION FD DISCLOSURE Because of the merger of Interstate Hotels Corporation and MeriStar Hotels & Resorts, Inc., which resulted in the formation of Interstate Hotels & Resorts, Inc. ("IHR") and the increased scale of IHR, MeriStar Hospitality Corporation (the "Parent"), the parent of the Registrant, and IHR plan to further separate the management teams of the Parent and IHR, reducing the amount of overlap between the management teams. Paul W. Whetsell will remain Chairman and Chief Executive Officer of both the Parent and IHR. The Registrant has decided to commence a search for a Chief Financial Officer. No other definitive decisions have been reached with respect to the composition of the management teams of the Parent and IHR. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 11, 2002 MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. BY: MERISTAR HOSPITALITY CORPORATION, ITS GENERAL PARTNER By: /s/ Paul W. Whetsell --------------------------------------- Name: Paul W. Whetsell Title: Chairman and Chief Executive Officer MERISTAR HOSPITALITY FINANCE CORP. By: /s/ Paul W. Whetsell --------------------------------------- Name: Paul W. Whetsell Title: President MERISTAR HOSPITALITY FINANCE CORP. II By: /s/ Paul W. Whetsell --------------------------------------- Name: Paul W. Whetsell Title: President MERISTAR HOSPITALITY FINANCE CORP. III By: /s/ Paul W. Whetsell --------------------------------------- Name: Paul W. Whetsell Title: President