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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
INTERSTATE HOTELS COMPANY
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
460886104
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(CUSIP NUMBER)
MILTON FINE
INTERSTATE HOTELS COMPANY
FOSTER PLAZA TEN
680 ANDERSEN DRIVE
PITTSBURGH, PENNSYLVANIA 15220
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
DECEMBER 2, 1997
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
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ITEM 4. PURPOSE OF TRANSACTION
The information set forth in Item 6 below is incorporated herein by
reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On December 2, 1997, Interstate Hotels Company (the "Company"), Patriot
American Hospitality, Inc. ("Patriot") and Patriot American Hospitality
Operating Company ("OPCO") entered into an Agreement and Plan of Merger (the
"Merger Agreement"). As an inducement to enter into the Merger Agreement, the
undersigned, in his individual capacity and as trustee for certain trusts which
are shareholders of the Company (the "Signatory Trusts"), entered into a
Shareholders Agreement (the "Shareholders Agreement") among the Company,
Patriot, OPCO, the Signatory Trusts and certain other trusts which are
shareholders of the Company (together with the Signatory Trusts, the "Trusts").
Pursuant to the Shareholders Agreement, among other things, the Trusts granted
Patriot an irrevocable proxy to vote a number of shares owned by them equal to
19.9% of the outstanding shares of Common Stock of the Company in favor of the
adoption of the Merger Agreement and approval of the merger provided for in the
Merger Agreement (the "Merger"), agreed not to dispose of Common Stock
beneficially owned by them (subject to certain exceptions) and agreed to certain
other covenants, certain of which are applicable only upon the occurrence of the
Merger. The foregoing summary of the Shareholders Agreement is qualified in its
entirety by reference to the Shareholders Agreement filed as Exhibit 5 hereto
and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
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5 Shareholders Agreement, dated December 2, 1997, among
Interstate Hotels Company, Patriot American Hospitality,
Inc., Patriot American Hospitality Operating Company and
the shareholders of Interstate Hotels Company named on the
signature page thereto (incorporated by reference to
Exhibit 10.1 to Patriot American Hospitality, Inc.'s and
Patriot American Hospitality Operating Company's Current
Report on Form 8-K dated December 2, 1997)
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 5, 1997 /s/ MILTON FINE
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Milton Fine
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EXHIBIT INDEX
Exhibit No. Description
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5 Shareholders Agreement, dated December 2, 1997, among
Interstate Hotels Company, Patriot American Hospitality, Inc.,
Patriot American Hospitality Operating Company and the
shareholders of Interstate Hotels Company named on the
signature page thereto (incorporated by reference to Exhibit
10.1 to Patriot American Hospitality, Inc.'s and Patriot
American Hospitality Operating Company's Current Report on
Form 8-K dated December 2, 1997)
