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): June 26, 2003
MERISTAR HOSPITALITY OPERATING MERISTAR HOSPITALITY FINANCE
PARTNERSHIP, L.P. 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 MERISTAR HOSPITALITY FINANCE
CORP II 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)
73-1658708 46-0467463
(IRS Employer Identification No.) (IRS Employer Identification No.)
4501 N. Fairfax Drive
Arlington, VA 22203
(Address, including zip code, of principal executive offices
of all of the above registrants)
Registrants' telephone number, including area code: (703) 812-7200
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(c) EXHIBITS:
1.1 Underwriting Agreement, dated as of June 26, 2003, by and
between MeriStar Hospitality Corporation and Lehman Brothers
Inc., incorporated by reference to Exhibit 1.1 of the Current
Report on Form 8-K filed by MeriStar Hospitality Corporation
on July 3, 2003 (File Number 1-11903).
4.1 Indenture, dated as of July 1, 2003, by and among MeriStar
Hospitality Corporation, MeriStar Hospitality Operating
Partnership, L.P., the guarantors party thereto and U.S. Bank
Trust National Association, as trustee, incorporated by
reference to Exhibit 4.1 of the Current Report on Form 8-K
filed by MeriStar Hospitality Corporation on July 3, 2003
(File Number 1-11903).
4.2 Officers' Certificate establishing the terms of MeriStar
Hospitality Corporation's 9.50% Convertible Subordinated Notes
due 2010, incorporated by reference to Exhibit 4.2 of the
Current Report on Form 8-K filed by MeriStar Hospitality
Corporation on July 3, 2003 (File Number 1-11903).
99.1 Press Release, dated July 1, 2003, incorporated by reference
to Exhibit 99.1 of the Current Report on Form 8-K filed by
MeriStar Hospitality Corporation on July 3, 2003 (File Number
1-11903).
* The information furnished under Item 9 of this Current Report
on Form 8-K, including Exhibit 99.1, shall not be deemed
"filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section.
ITEM 9. REGULATION FD DISCLOSURE
The registrants are furnishing the press release announcing
the offering of MeriStar Hospitality Corporation's 9.50% Convertible Notes due
2010, which is attached as Exhibit 99.1 to this report and incorporated by
reference into this item.
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: July 3, 2003
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
BY: MERISTAR HOSPITALITY CORPORATION,
ITS GENERAL PARTNER
BY: /s/ Jerome J. Kraisinger
-----------------------------------------------
Name: Jerome J. Kraisinger
Title: Executive Vice President, Secretary and
General Counsel
MERISTAR HOSPITALITY FINANCE CORP.
BY: /s/ Jerome J. Kraisinger
-----------------------------------------------
Name: Jerome J. Kraisinger
Title: Executive Vice President, Secretary and
General Counsel
MERISTAR HOSPITALITY FINANCE CORP. II
BY: /s/ Jerome J. Kraisinger
-----------------------------------------------
Name: Jerome J. Kraisinger
Title: Executive Vice President, Secretary and
General Counsel
MERISTAR HOSPITALITY FINANCE CORP. III
BY: /s/ Jerome J. Kraisinger
-----------------------------------------------
Name: Jerome J. Kraisinger
Title: Executive Vice President, Secretary and
General Counsel
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1.1 Underwriting Agreement, dated as of June 26, 2003, by and
between MeriStar Hospitality Corporation and Lehman Brothers
Inc., incorporated by reference to Exhibit 1.1 of the Current
Report on Form 8-K filed by MeriStar Hospitality Corporation
on July 3, 2003 (File Number 1-11903).
4.1 Indenture, dated as of July 1, 2003, by and among MeriStar
Hospitality Corporation, MeriStar Hospitality Operating
Partnership, L.P., the guarantors party thereto and U.S. Bank
Trust National Association, as trustee, incorporated by
reference to Exhibit 4.1 of the Current Report on Form 8-K
filed by MeriStar Hospitality Corporation on July 3, 2003
(File Number 1-11903).
4.2 Officers' Certificate establishing the terms of MeriStar
Hospitality Corporation's 9.50% Convertible Subordinated Notes
due 2010, incorporated by reference to Exhibit 4.2 of the
Current Report on Form 8-K filed by MeriStar Hospitality
Corporation on July 3, 2003 (File Number 1-11903).
99.1 Press Release, dated July 1, 2003, incorporated by reference
to Exhibit 99.1 of the Current Report on Form 8-K filed by
MeriStar Hospitality Corporation on July 3, 2003 (File Number
1-11903).