<PAGE> 1
As filed with the Securities and Exchange Commission on January 6, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------
INTERSTATE HOTELS COMPANY
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 25-1788101
(State of Incorporation) (I.R.S. Employer
Identification Number)
FOSTER PLAZA 10
680 ANDERSEN DRIVE
PITTSBURGH, PENNSYLVANIA 15220
(412) 937-0600
(Address of Principal Executive Offices)
INTERSTATE HOTELS COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
MARVIN I. DROZ, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FOSTER PLAZA 10
680 ANDERSEN DRIVE
PITTSBURGH, PENNSYLVANIA 15220
(412) 937-0600
(Name, Address and Telephone Number of Agent for Service)
---------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price per Offering Registration
be Registered Registered (1) Share Price Fee (2)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value $0.01 per share 500,000 $27.00 $13,500,000 $4,091
=================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, there are also registered hereunder an indeterminate
amount of interests in the Interstate Hotels Company Employee Stock
Purchase Plan (the "Plan") and such indeterminate number of additional
shares as may become subject to the Plan as a result of the antidilution
provisions contained therein.
(2) The registration fee has been computed in accordance with paragraphs (c)
and (h) of Rule 457, based upon the average of the reported high and low
sale prices of shares of the Common Stock on the Composite Tape of the New
York Stock Exchange, Inc. on December 27, 1996.
===============================================================================
<PAGE> 2
EXPLANATORY NOTE
The information called for by Part I of Form S-8 is included in the
description of the Interstate Hotels Company Employee Stock Purchase Plan (the
"Plan") to be delivered to persons purchasing shares pursuant to the Plan.
Pursuant to the Note to Part I of Form S-8, this information is not being filed
with or included in this Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Interstate Hotels Company (the
"Company"), are incorporated by reference, as of their respective dates, in
this Registration Statement:
(a) The Company's Prospectus dated December 10, 1996 filed
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the Company's
common stock, par value $0.01 per share ("Common Stock");
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30, 1996 and September 30, 1996; and
(c) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A (File No.
1-11731), filed May 17, 1996.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for all purposes of this
Registration Statement to the extent that a statement contained herein or
therein or in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
-2-
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contain
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers and other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with an action or proceeding, whether civil, criminal, administrative or
investigative (other than derivative actions), to which any of them is a party
or is threatened to be made a party by reason of his being a representative of
the corporation or serving at the request of the corporation as a
representative of another corporation, partnership, joint venture, trust or
other enterprise, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful.
Section 1742 permits indemnification in derivative actions if the
appropriate standard of conduct is met, except in respect of any claim, issue
or matter as to which the person has been adjudged to be liable to the
corporation unless and only to the extent that the proper court determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for the expenses that the court deems proper.
Under Section 1743, indemnification is mandatory to the extent that the
officer or director has been successful on the merits or otherwise in defense
of any action or proceeding referred to in Section 1741 or 1742.
Section 1744 provides that, unless ordered by a court, any indemnification
under Section 1741 or 1742 shall be made by the corporation only as authorized
in the specific case upon a determination that the representative met the
applicable standard of conduct and that such determination will be made (i) by
the board of directors by a majority vote of a quorum of directors not parties
to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.
Section 1745 provides that expenses incurred by an officer or director in
defending an action or proceeding may be paid by the corporation in advance of
the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determining that he is not entitled to be indemnified by the
corporation.
Section 1746 provides generally that the indemnification and advancement
of expenses provided by Subchapter 17D of the BCL (i) will not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding that
office, and (ii) may not be made in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred
by him in his capacity as officer or director, whether or not the corporation
would have the power to indemnify him against that liability under Subchapter
17D of BCL.
Sections 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental corporate changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Subchapter 17D of the BCL shall, unless
otherwise provided when authorized or ratified, continue
-3-
<PAGE> 4
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs and personal representative of such
person.
The Company's Bylaws provide in general that the Company shall indemnify
its officers and directors to the fullest extent permitted by law. The Bylaws
further provide that any alteration, amendment, or repeal of the
indemnification provisions, if not approved by 80% of the total number of
directors of the Company, requires the affirmative vote of shareholders owning
at least 80% of the outstanding shares entitled to vote.
As authorized by the Company's Articles of Incorporation, the Company
entered into indemnification agreements with each of its directors. These
indemnification agreements provide for, among other things, (i) the
indemnification by the Company of the indemnitees thereunder to the extent
described above, (ii) the advancement of attorney's fees and other expenses,
and (iii) the establishment, upon approval by the Board, of trusts or other
funding mechanisms to fund the Company's indemnification obligations
thereunder.
ITEM 8. EXHIBITS
<TABLE>
<S> <C>
4.1 Amended and Restated Articles of Incorporation of the Company
(previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1996
and incorporated herein by reference).
4.2 Fifth Amended and Restated Bylaws of the Company (previously
filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1996 and
incorporated herein by reference).
5.1 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Pannell Kerr Forster.
23.3 Consent of Jones, Day, Reavis & Pogue (included in
Exhibit 5.1).
24.1 Powers of Attorney.
99.1 Employee Stock Purchase Plan, as amended through January 1,
1997.
</TABLE>
-4-
<PAGE> 5
ITEM 9. UNDERTAKINGS
A. The Company hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of a prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each filing
of the Plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-5-
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on
December 31, 1996.
INTERSTATE HOTELS COMPANY
By: /S/ W. THOMAS PARRINGTON, JR.
------------------------------------
W. Thomas Parrington, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on December 31, 1996.
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<S> <C>
/S/ W. THOMAS PARRINGTON,JR. President and Chief Executive Officer; Director
- ------------------------------ (Principal Executive Officer)
W. Thomas Parrington, Jr.
* Executive Vice President and Chief Financial Officer
- ------------------------------ (Principal Financial and Accounting Officer)
J. William Richardson
* Director
- ------------------------------
Milton Fine
* Director
- ------------------------------
David J. Fine
* Director
- ------------------------------
Michael J. Aranson
* Director
- ------------------------------
R. Michael McCullough
* Director
- ------------------------------
Thomas J. Saylak
* Director
- ------------------------------
Steven J. Smith
</TABLE>
*By: /S/ W. THOMAS PARRINGTON, JR.
-------------------------------
W. Thomas Parrington, Jr.
Pursuant to Powers of Attorney
filed herewith with the
Securities and Exchange Commission
-6-
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Amended and Restated Articles of Incorporation of the Company (previously filed as
an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1996 and incorporated herein by reference).
4.2 Fifth Amended and Restated Bylaws of the Company (previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1996 and incorporated herein by reference).
5.1 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Pannell Kerr Forster.
23.3 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
24.1 Powers of Attorney.
99.1 Employee Stock Purchase Plan, as amended through January 1, 1997.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
JONES, DAY, REAVIS & POGUE
599 Lexington Aveune
New York, New York 10022
January 6, 1997
Interstate Hotels Company
Foster Plaza 10
680 Andersen Drive
Pittsburgh, Pennsylvania 15220
Re: Registration on Form S-8 of 500,000 Shares of Common Stock,
par value $0.01 per share, of Interstate Hotels Company
------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Interstate Hotels Company, a Pennsylvania
corporation (the "Company"), in connection with the Company's Employee Stock
Purchase Plan (the "Plan").
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion and based thereupon we are of the
opinion that the interests in the Plan will be, when extended in accordance
with the Plan, validly issued, and the shares of common stock, par value $0.01
per share, of the Company that may be issued or transferred and delivered to
participants pursuant to the Plan will be, when issued or transferred and
delivered to such participants in accordance with the Plan, duly authorized,
validly issued, fully paid, and nonassessable.
In rendering the foregoing opinion, we have relied as to certain factual
matters upon certificates of officers of the Company and public officials, and
we have not independently checked or verified the accuracy of the statements
contained therein. In addition, our examination of matters of law has been
limited to the General Corporation Law of the Commonwealth of Pennsylvania and
the federal laws of the United States of America, in each case as in effect on
the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/S/ JONES, DAY, REAVIS & POGUE
---------------------------------
Jones, Day, Reavis & Pogue
<PAGE> 1
[LETTERHEAD]
COOPERS
&LYBRAND Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Interstate Hotels Company on Form S-8 of our reports on the Consolidated
Financial Statements of Interstate Hotels Company and Predecessor Entity as of
December 31, 1994 and 1995 and for the years ended December 31, 1993, 1994 and
1995 dated April 10, 1996, except for the third paragraph of Note 9, as to which
the date is April 22, 1996, except for the first paragraph of Note 1, as to
which the date is June 25, 1996 and except for Note 17, as to which the date is
November 15, 1996; the Combined Financial Statements of Interstone I Property
Partnerships and Predecessor Entities as of December 31, 1994 and 1995 and for
the years ended December 31, 1993, 1994 and 1995 dated April 10, 1996, except
for paragraph 2 of Note 1, as to which the date is June 25, 1996; the Combined
Financial Statements of Interstone/CGL Partners, L.P. and Predecessor Entity as
of December 31, 1994, December 14, 1995 and December 31, 1995 and for the years
ended December 31, 1993 and 1994, for the period from January 1, 1995 to
December 14, 1995 and for the period from December 15, 1995 to December 31,
1995, dated April 10, 1996, except for paragraph 2 of Note 1, as to which the
date is June 25, 1996; the Financial Statements of Boston Marriott Westborough
Hotel as of December 31, 1994 and 1995 and for the years ended December 31,
1993, 1994 and 1995, dated May 2, 1996, except for paragraph 3 of Note 1, as to
which the date is July 1, 1996; the Combined Financial Statements of Carter
Associates and Carter Associates, Inc. as of December 31, 1995 and for the year
then ended, dated November 20, 1996; the Financial Statements of OBR Limited,
L.P. as of December 31, 1995 and for the year then ended, dated April 12, 1996,
except for Note 12, as to which the date is October 12, 1996; and the Combined
Financial Statements of Trust Management, Inc. and Trust Leasing, Inc. as of
December 31, 1995 and for the year then ended, dated October 14, 1996, except
for Note 9, as to which the date is November 15, 1996, which reports are
included in the Company's Registration Statement on Form S-1 dated December 6,
1996.
/s/ Coopers & Lybrand L.L.P.
Pittsburgh, Pennsylvania
January 6, 1997
<PAGE> 1
Exhibit 23.2
PANNELL KERR FORSTER
Letterhead
Consent of Independent Public Accountants
-----------------------------------------
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 16, 1996, except for Paragraphs 1 and 4 of
Note 1, as to which the date is November 25, 1996, on our audit of the financial
statements of Fountain Suites Hotel, which report is included in the Company's
Registration Statement on Form S-1 dated December 6, 1996.
/s/ PANNELL KERR FORSTER
January 6, 1997
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints J. William Richardson, Marvin I. Droz, Timothy Q. Hudak, Robert P.
Hardy and Kristi D. Bohling, and each of them, the true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, to sign on his behalf, as a director or
officer, or both, as the case may be, of Interstate Hotels Company, a
Pennsylvania corporation (the "Company"), a Registration Statement on Form S-8
or any other appropriate form, for the purpose of registering under the
Securities Act of 1933, as amended, 500,000 shares of Common Stock, par value
$0.01 per share, of the Company and to sign any and all amendments and any and
all post-effective amendments to such Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact, and each of them, with or without the other, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or any of them or their substitutes may lawfully do or cause
to be done by virtue hereof.
/S/ W. THOMAS PARRINGTON, JR.
---------------------------------
W. Thomas Parrington, Jr.
Dated: December 27, 1996
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints W. Thomas Parrington, Jr., Marvin I. Droz, Timothy Q. Hudak,
Robert P. Hardy and Kristi D. Bohling, and each of them, the true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign on his
behalf, as a director or officer, or both, as the case may be, of Interstate
Hotels Company, a Pennsylvania corporation (the "Company"), a Registration
Statement on Form S-8 or any other appropriate form, for the purpose of
registering under the Securities Act of 1933, as amended, 500,000 shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them, with or without the other, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or any of them or their substitutes may lawfully do
or cause to be done by virtue hereof.
/S/ J. WILLIAM RICHARDSON
---------------------------------
J. William Richardson
Dated: December 27, 1996
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints W. Thomas Parrington, Jr., J. William Richardson, Marvin I. Droz,
Timothy Q. Hudak, Robert P. Hardy and Kristi D. Bohling, and each of them, the
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, to sign on his
behalf, as a director or officer, or both, as the case may be, of Interstate
Hotels Company, a Pennsylvania corporation (the "Company"), a Registration
Statement on Form S-8 or any other appropriate form, for the purpose of
registering under the Securities Act of 1933, as amended, 500,000 shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them with or without the others, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/S/ MILTON FINE
---------------------------------
Milton Fine
Dated: December 27, 1996
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints W. Thomas Parrington, Jr., J. William Richardson, Marvin I. Droz,
Timothy Q. Hudak, Robert P. Hardy and Kristi D. Bohling, and each of them, the
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, to sign on his
behalf, as a director or officer, or both, as the case may be, of Interstate
Hotels Company, a Pennsylvania corporation (the "Company"), a Registration
Statement on Form S-8 or any other appropriate form, for the purpose of
registering under the Securities Act of 1933, as amended, 500,000 shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them with or without the others, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/S/ DAVID J. FINE
---------------------------------
David J. Fine
Dated: December 27, 1996
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints W. Thomas Parrington, Jr., J. William Richardson, Marvin I. Droz,
Timothy Q. Hudak, Robert P. Hardy and Kristi D. Bohling, and each of them, the
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, to sign on his
behalf, as a director or officer, or both, as the case may be, of Interstate
Hotels Company, a Pennsylvania corporation (the "Company"), a Registration
Statement on Form S-8 or any other appropriate form, for the purpose of
registering under the Securities Act of 1933, as amended, 500,000 shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them with or without the others, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/S/ MICHAEL J. ARANSON
---------------------------------
Michael J. Aranson
Dated: December 27, 1996
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints W. Thomas Parrington, Jr., J. William Richardson, Marvin I. Droz,
Timothy Q. Hudak, Robert P. Hardy and Kristi D. Bohling, and each of them, the
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, to sign on his
behalf, as a director or officer, or both, as the case may be, of Interstate
Hotels Company, a Pennsylvania corporation (the "Company"), a Registration
Statement on Form S-8 or any other appropriate form, for the purpose of
registering under the Securities Act of 1933, as amended, 500,000 shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them with or without the others, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/S/ R. MICHAEL MCCULLOUGH
---------------------------------
R. Michael McCullough
Dated: December 27, 1996
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints W. Thomas Parrington, Jr., J. William Richardson, Marvin I. Droz,
Timothy Q. Hudak, Robert P. Hardy and Kristi D. Bohling, and each of them, the
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, to sign on his
behalf, as a director or officer, or both, as the case may be, of Interstate
Hotels Company, a Pennsylvania corporation (the "Company"), a Registration
Statement on Form S-8 or any other appropriate form, for the purpose of
registering under the Securities Act of 1933, as amended, 500,000 shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them with or without the others, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/S/ THOMAS J. SAYLAK
---------------------------------
Thomas J. Saylak
Dated: December 27, 1996
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints W. Thomas Parrington, Jr., J. William Richardson, Marvin I. Droz,
Timothy Q. Hudak, Robert P. Hardy and Kristi D. Bohling, and each of them, the
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, to sign on his
behalf, as a director or officer, or both, as the case may be, of Interstate
Hotels Company, a Pennsylvania corporation (the "Company"), a Registration
Statement on Form S-8 or any other appropriate form, for the purpose of
registering under the Securities Act of 1933, as amended, 500,000 shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them with or without the others, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/S/ STEVEN J. SMITH
---------------------------------
Steven J. Smith
Dated: December 27, 1996
<PAGE> 1
EXHIBIT 99.1
AS AMENDED THROUGH JANUARY 1, 1997
INTERSTATE HOTELS COMPANY
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE. This Employee Stock Purchase Plan (the "Plan") is intended to
advance the interests of Interstate Hotels Company (the "Company") and its
shareholders by strengthening the Company's ability to attract and retain
employees who have the training, experience and ability to enhance the
profitability of the Company and to reward employees of the Company and its
subsidiaries upon whose judgment, initiative and effort the successful conduct
and development of their business largely depend. It is further intended that
stock purchase rights issued pursuant to this Plan will constitute options
issued pursuant to an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended from time to time
(the "Code").
2. ADMINISTRATION. The Plan will be administered by the Compensation
Committee of the Board of Directors or such other committee of not less than
two members of the Board of Directors appointed by the Board of Directors (the
"Committee"). The majority of the Committee will constitute a quorum, and the
action of a majority of the members of the Committee present at any meeting at
which a quorum is present, or acts unanimously approved in writing, will be the
acts of the Committee.
The interpretation and construction by the Committee of any provision of
the Plan or of any stock purchase right granted under it will be final. The
Committee may establish any policies or procedures which in the discretion of
the Committee are relevant to the operation and administration of the Plan and
may adopt rules for the administration of the Plan. No member of the Committee
will be liable for any action or determination made in good faith with respect
to the Plan or any stock purchase right granted under it.
3. ELIGIBILITY. All employees (as defined below) of the Company or of any
subsidiary (as defined below) of the Company who have completed at least 12
consecutive months of employment on the date of any grant of stock purchase
rights pursuant to the Plan will be offered stock purchase rights under the
Plan to purchase the Company's common stock ("Common Stock"), except that no
employee will be granted a stock purchase right under the Plan if, immediately
after the stock purchase right was granted, such employee would own stock
possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company or of any subsidiary of the Company. For
purposes of this paragraph, stock ownership of an individual will be determined
under the rules of Section 424(d) of the Code, and stock which the employee may
purchase under outstanding stock purchase rights will be treated as owned by
the employee.
For purposes of the Plan, the term "employee" will exclude any employee
whose customary employment is not for more than 20 hours per week or more than
five months per calendar year, and the term "subsidiary" will mean any
corporation that the
<PAGE> 2
Company controls, through one or more intermediaries, by ownership of 50% or
more of such corporation's outstanding voting securities.
4. STOCK. The stock subject to the stock purchase rights granted under the
Plan will be shares of authorized but unissued or reacquired Common Stock. The
aggregate number of shares which may be purchased under the Plan may not exceed
500,000 shares of Common Stock. In the event that the number of shares subject
to stock purchase rights to be granted pursuant to any offering under the Plan
exceeds the number of shares available to be purchased under the Plan, the
shares available to be purchased will be allocated on a pro rata basis among
the stock purchase rights to be granted.
5. TERMS AND CONDITIONS OF STOCK PURCHASE RIGHTS. Stock purchase rights
granted pursuant to the Plan will be evidenced by agreements in such form as
the Committee will from time to time approve, provided that all employees
granted such stock purchase rights will have the same rights and privileges
(except as otherwise provided in subparagraphs (a) and (e) below), and provided
further that such stock purchase rights will comply with and be subject to the
following terms and conditions:
(a) Number of Shares. Each stock purchase right granted hereunder will
state the number of shares of Common Stock covered thereby. Such number will be
determined, prior to the date of granting of such stock purchase right, with
respect to the employee to whom the stock purchase right is offered, in
accordance with uniform policies and procedures established by the Committee;
provided, however, that the maximum number of shares covered by a stock
purchase right may not be greater than the number of shares determined by
dividing 8% of the employee's compensation (as defined below) during the term
of the stock purchase right by 85% of the fair market value of one share on the
date of grant.
For purposes of the Plan, the term "compensation" will mean an
employee's base pay (including vacation and sick pay), overtime, commissions
and service charges paid to an hourly or salaried employee, including any
adjustments which occur during a calendar year. Compensation will also include
any contributions made on behalf of an employee by the Company or any
subsidiary pursuant to a deferral election under any cash or deferred
arrangement that satisfies the requirements of Section 401(k) of the Code or
any cafeteria plan that satisfies the requirements of Section 125 of the Code.
Compensation will not include any bonuses or other forms of special or
extraordinary compensation, nor will it include deferred compensation, stock,
stock options, stock appreciation rights or other distributions which receive
special tax benefits. Notwithstanding the foregoing, the Committee, in its
discretion, will have the authority to modify, with respect to all employees,
the forms of compensation taken into account under the Plan, provided that such
modification complies with Section 423(b)(5) of the Code. In addition, the
Committee, in its discretion, may set a maximum aggregate number of shares
(subject to Section 4 of the Plan) which may be purchased under stock purchase
rights granted pursuant to an offering. If participating employees elect to
withhold funds from their compensation and/or to reinvest dividends sufficient
to purchase shares in excess of such maximum number, the number of shares
purchased by employees under each such stock purchase right will be reduced on
a pro rata basis.
- 18 -
<PAGE> 3
(b) Purchase Price. Each stock purchase right will state the stock
purchase right purchase price. For 1996, the purchase price will be the initial
public offering price per share of the Common Stock. Thereafter, the purchase
price will be the determined by the Committee twice per calendar year and will
be expressed as a percentage of the closing sales prices of shares of Common
Stock quoted on the Composite Transactions tape of the New York Stock Exchange.
Notwithstanding the foregoing, the purchase price may not be less than the
lesser of 85% of the fair market value per share of the Common Stock on the
date of the granting of the stock purchase right or 85% of the fair market
value per share on the exercise date (as defined in Section 5(d) of the Plan).
Subject to the foregoing, the Committee will have full authority and discretion
in fixing the purchase price.
(c) Medium and Time of Payment. The purchase price will be payable in
full in United States dollars, pursuant to uniform policies and procedures
established by the Committee, not later than the exercise date (as defined in
Section 5(d) of the Plan) of such stock purchase right. The funds required for
such payment will be derived from regular withholding from an employee's
compensation in approximately equal installments over the term of the stock
purchase right or such other period as may be approved by the Committee. No
interest will accrue on the employee funds held by the Company. An employee
will have the right at any time to cancel his stock purchase right (in whole,
but not in part) and to obtain a refund of amounts withheld from his
compensation by the Company by submitting a written request to the Company,
provided that such request is received by the Company prior to the applicable
exercise date. Such withheld amounts will thereafter be paid to the employee
within a reasonable period of time. No interest will accrue on such amounts.
(d) Term of Stock Purchase Right. The date on which the Common Stock
covered by a stock purchase right is to be purchased by the employee (the
"exercise date") will be the last day of the term of the stock purchase right.
The Committee, in its discretion, may establish the term of each stock purchase
right granted hereunder, provided that in no event may any term be in excess of
one year or be less than one month from the date of grant, and provided further
that all stock purchase rights granted to employees pursuant to any offering
under the Plan must be for the same term. Except to the extent a stock purchase
right has been cancelled by an employee prior to the exercise date, it will be
deemed automatically exercised on the exercise date to the extent of all
payments received from the employee.
(e) Accrual Limitation. No stock purchase right may permit the rights
of an employee to purchase stock under all "employee stock purchase plans" (as
defined in the Code) of the Company to accrue at a rate which exceeds $25,000
of fair market value of such stock (determined at the time the stock purchase
right is granted) for each calendar year in which the stock purchase right is
outstanding at any time. For purposes of this Section 5(e), (i) the right to
purchase stock under a stock purchase right accrues when the stock purchase
right (or any portion thereof) first becomes exercisable during the calendar
year, (ii) the right to purchase stock under a stock purchase right accrues at
the rate provided in the stock purchase right, but in no case may such rate
exceed $25,000 of fair market value of such stock (determined at the time such
stock purchase right is granted) for any one calendar year and (iii) a right to
purchase stock which has accrued under a stock
- 19 -
<PAGE> 4
purchase right granted pursuant to the Plan may not be carried over to any
other stock purchase right.
(f) Termination of Employment. If a participating employee ceases to
be employed by the Company or any subsidiary of the Company for any reason
(including death) before the exercise date, such employee's right to have his
stock purchase right exercised will be terminated. Any dividends to be used for
payment or amounts withheld from the employee's compensation for purposes of
the Plan which remain in an employee's account will be refunded. No interest
will accrue on such amount.
(g) Transfer of Stock Purchase Right. No stock purchase right may be
transferred or assigned by a participating employee.
(h) Adjustments. The Committee may make or provide for such
adjustments in the purchase price and in the number or kind of shares of the
Common Stock or other securities covered by outstanding stock purchase rights
as the Committee, in its sole discretion, may determine is equitably required
to prevent dilution or enlargement of the rights of participating employees
that would otherwise result from (i) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital
structure of the Company, (ii) any merger, consolidation, spin-off, split-off,
spin-out, split-up, separation, reorganization, partial or complete
liquidation, or other distribution of assets, issuance of rights or warrants to
purchase stock, or (iii) any other corporate transaction or event having an
effect similar to any of the foregoing. Moreover, in the event of any such
transaction or event, the Committee, in its discretion, may provide in
substitution for any or all outstanding awards under this Plan such alternative
consideration as it may determine to be equitable in the circumstances and may
require in connection therewith the surrender of all awards so replaced, except
that in no event may the Committee substitute such alternative consideration
that would disqualify this Plan as an "employee stock purchase plan" within the
meaning of Section 423 of the Code. The Committee may also make or provide for
such adjustments in the number or kind of shares of the Common Stock or other
securities which may be sold under the Plan as the Committee, in its sole
discretion, may determine is appropriate to reflect any transaction or event
described in clause (i) of the preceding sentence.
The grant of a stock purchase right pursuant to the Plan will not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes in its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell or
transfer all or any part of its business or assets.
(i) Rights as a Stockholder. A participating employee will have no
rights as a shareholder with respect to any Common Stock covered by a stock
purchase right hereunder until the exercise date following payment in full. No
adjustment will be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date of such exercise, except as provided in
Section 5(h) of the Plan.
- 20 -
<PAGE> 5
(j) Nondistribution Purpose. Unless the shares of Common Stock subject
to stock purchase rights under the Plan are registered under the Securities Act
of 1933, as amended (the "Securities Act"), each stock purchase right under the
Plan will be granted on the condition that the purchases of shares thereunder
may not be made with a view to resale or distribution or any participation
therein. Resales of such shares without registration under the Securities Act
may not be made unless, in the opinion of counsel for the Company, such resale
is permissible under the Securities Act and any other applicable law,
regulation or rule of any governmental agency.
(k) Fractional Shares. An employee's stock purchase right may be
exercised to purchase fractional shares of Common Stock under the Plan. The
Company, however, will have the right to pay cash in lieu of any fractional
shares of Common Stock to be distributed from an employee's account under the
Plan.
(l) Other Provisions. The stock purchase right agreements authorized
under the Plan will contain such other provisions as the Committee may deem
advisable, provided that no such provisions may in any way be in conflict with
the terms of the Plan.
6. TERM OF PLAN. Stock purchase rights granted pursuant to the Plan will
be granted within a period of 10 years from the date the Plan is adopted by the
Board of Directors.
7. AMENDMENT OR TERMINATION OF THE PLAN. The Plan may be amended from time
to time by the Board of Directors of the Company, but without further approval
of the Company's stockholders, no such amendment may increase the aggregate
number of shares of Common Stock that may be issued and sold under the Plan
(except that adjustments authorized by the last sentence of the first paragraph
of Section 5(h) of the Plan will not be limited by this provision) or change
the designation of Section 3 of the class of employees eligible to receive
stock purchase rights. Furthermore, the Plan may not, without further approval
of the stockholders, be amended in any manner that would cause stock purchase
rights issued under it to fail to meet the requirements applicable to "employee
stock purchase plans" as defined in Section 423 of the Code. The Plan may be
terminated at any time by the Board of Directors of the Company, subject to the
outstanding stock purchase rights of participating employees.
8. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of Common Stock pursuant to stock purchase rights granted under the Plan
will be used for general corporate purposes.
9. APPROVAL OF STOCKHOLDERS. The Plan will not take effect until adopted
by the unanimous written consent of the holders of all of the shares of Common
Stock, or the affirmative vote of the holders of a majority of the shares of
Common Stock actually voting on the Plan in person or by proxy at a meeting at
which a quorum representing a majority of the outstanding Common Stock is
present in person or by proxy, which approval must occur within the period of
12 months before and 12 months after the date the Plan is adopted by the Board
of Directors.
- 21 -
