================================================================================
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): April 13, 2006
MERISTAR HOSPITALITY CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
1-11903
- --------------------------------------------------------------------------------
(Commission File Number)
MARYLAND 72-2648842
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
6430 ROCKLEDGE DRIVE, SUITE 200
BETHESDA, MARYLAND 20817
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (301) 581-5900
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
==============================================================================
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
MeriStar Hospitality Corporation ("MeriStar"), MeriStar Hospitality
Operating Partnership, L.P. (the "Operating Partnership"), MeriStar
Hospitality Finance Corp. ("Finance Corp."), certain of MeriStar's
subsidiaries (the "9% Subsidiaries") and U.S. Bank Trust National Association
("U.S. Bank") have entered into a third supplemental indenture, dated as of
April 13, 2006 (the "9% Supplemental Indenture") to the Indenture dated as of
January 26, 2001, by and among MeriStar, the Operating Partnership, Finance
Corp. the 9% Subsidiaries and U.S. Bank, as supplemented by the First
Supplemental Indenture, dated as of December 19, 2001, and the Second
Supplemental Indenture, dated as of February 7, 2002 (as supplemented, the "9%
Indenture"), relating to the Operating Partnership's and Finance Corp.'s
outstanding 9% Senior Notes due 2008 (the "9% Notes").
MeriStar, the Operating Partnership, MeriStar Hospitality Finance
Corp. III ("Finance Corp. III"), certain of MeriStar's subsidiaries (the
"9.125% Subsidiaries") and U.S. Bank have also entered into a supplemental
indenture, dated as of April 13, 2006, (the "9.125% Supplemental Indenture"
and together with the 9% Supplemental Indenture, the "Supplemental
Indentures") to the Indenture dated as of February 7, 2002 (the "9.125%
Indenture," and together with the 9% Indenture, the "Indentures"), by and
among MeriStar, the Operating Partnership, Finance Corp. III, the 9.125%
Subsidiaries and U.S. Bank, relating to the Operating Partnership's and
Finance Corp. III's outstanding 9.125% Senior Notes due 2011 (the "9.125%
Notes" and together with the 9% Notes, the "Notes").
The Supplemental Indentures were entered into in connection with
MeriStar's previously announced tender offers and consent solicitations with
respect to the Notes, which were commenced on March 29, 2006 (the "Offers").
The Supplemental Indentures amend the Indentures to eliminate
substantially all of the restrictive covenants contained in such Indentures
and the Notes (except for certain covenants related to asset sales and change
of control offers), eliminate certain events of default and modify covenants
regarding mergers, including to permit mergers with entities other than
corporations, modify provisions regarding defeasance and/or satisfaction and
discharge to eliminate certain conditions, and modify or eliminate certain
other provisions contained in such Indentures and the Notes. The amendments to
the Indentures became effective on April 13, 2006, but will become operative
concurrently with the mergers of MeriStar and the Operating Partnership with
affiliates of The Blackstone Group (the "Mergers") as described in the Offer
documents and provided that all validly tendered Notes are accepted for
purchase pursuant to the tender offers upon consummation of the Mergers.
The foregoing summary is qualified in its entirety by reference to the
Supplemental Indentures, copies of which are attached as Exhibits 4.1 and 4.2
hereto and are incorporated by reference herein.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
See description under Item 1.01, Entry into a Material Definitive
Agreement above regarding the execution on April 13, 2006 of the Supplemental
Indentures relating to the Notes.
ITEM 7.01 REGULATION FD DISCLOSURE
On April 13, 2006, MeriStar issued a press release announcing that, as
of 5:00 p.m., New York City time, on Wednesday, April 12, 2006, the Operating
Partnership had received the requisite tenders and consents from holders of
more than a majority in aggregate principal amount of each of its outstanding
Notes in connection with its Offers. A copy of the press release is attached
as Exhibit 99.1 hereto and is incorporated herein by reference.
On April 17, 2006, MeriStar issued a press release announcing the
consideration to be paid for the Notes in the Offers. A copy of the press
release is attached as Exhibit 99.2 hereto and is incorporated by reference
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) None.
(b) None.
(c) None.
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
4.1 Third Supplemental Indenture, dated as of April 13, 2006,
relating to the 9% Senior Notes due 2008.
4.2 Supplemental Indenture, dated as of April 13, 2006, relating to
the 9.125% Senior Notes due 2011.
99.1 Press Release dated April 13, 2006.
99.2 Press Release dated April 17, 2006.
SIGNATURES
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.
MERISTAR HOSPITALITY CORPORATION
BY: /s/ Jerome J. Kraisinger
--------------------------------
Jerome J. Kraisinger
Executive Vice President, Secretary
and General Counsel
Date: April 19, 2006
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
- ----------- -------
4.1 Third Supplemental Indenture, dated as of April 13, 2006,
relating to the 9% Senior Notes due 2008.
4.2 Supplemental Indenture, dated as of April 13, 2006, relating
to the 9.125% Senior Notes due 2011.
99.1 Press Release dated April 13, 2006.
99.2 Press Release dated April 17, 2006.