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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: AUGUST 28, 1997
INTERSTATE HOTELS COMPANY
FOSTER PLAZA 10
680 ANDERSEN DRIVE
PITTSBURGH, PENNSYLVANIA 15220
(412) 937-0600
PENNSYLVANIA 1-11731 25-1788101
(State of incorporation) (SEC File No.) (IRS Employer
Identification No.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 28, 1997, Interstate Hotels Company (the "Company") acquired
substantially all of the equity interests in a limited partnership (the
"Partnership") that owns three full-service upscale hotels: the 359-room Albany
Marriott, the 320-room Minneapolis Marriott Southwest and the 350-room San Diego
Mission Valley Marriott. The total purchase price, including estimated capital
expenditures for anticipated renovations and closing costs, was approximately
$98.8 million. Prior to the acquisition by the Company, Milton Fine, Chairman of
the Board and the largest beneficial owner of the Company's Common Stock,
beneficially owned a 1.1% general partnership interest and a 17% limited
partnership interest in the entity that owned the three hotels. In addition, W.
Thomas Parrington, Jr., the Company's President and Chief Executive Officer, and
Robert L. Froman, the Company's Executive Vice President - Development, together
beneficially owned a 1.2% limited partnership interest in such entity. Giving
effect to the acquisition, Messrs. Fine, Parrington and Froman together
beneficially own a .62% limited partnership interest in the Partnership.
The Company used borrowings under its existing credit facility,
together with a $30.0 million non-recourse loan from Credit Lyonnais, New York
Branch secured by certain other property of the Company, to fund the
acquisition. The $30.0 million non-recourse loan matures in 2004 and bears
interest at a variable rate.
The Company has signed a letter of understanding with Host Marriott
Corporation ("HMC") to admit subsidiaries of HMC into the Partnership as
general and limited partners, for a capital contribution of approximately $48.3
million, the proceeds of which would be used to repay a portion of the
borrowings under the Company's existing credit facility. There can be no
assurance that such investment will be made.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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2.1(a) Plan and Agreement of Merger, dated as of August 28, 1997, by and
between IHP Holdings Partnership, L.P. and Interstate Hotels
Partners, L.P.
2.1(b) Form of Purchase and Sale Agreement and Assignment of Limited
Partnership Interest, dated as of August 28, 1997, by and between
IHP Investment Company, L.L.C. and eight (8) separate limited
partners.
2.1(c) Purchase and Sale Agreement and Assignment of Limited Partnership
Interest, dated as of August 28, 1997, by and between IHP
Investment Company, L.L.C. and SB/Interstate General Partnership.
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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 thereunto duly authorized.
INTERSTATE HOTELS COMPANY
Date: September 12, 1997
By: /s/ MARVIN I. DROZ
-------------------------
Marvin I. Droz
Senior Vice President and Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
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2.1(a) Plan and Agreement of Merger, dated as of August 28, 1997, by and
between IHP Holdings Partnership, L.P. and Interstate Hotels
Partners, L.P.
2.1(b) Form of Purchase and Sale Agreement and Assignment of Limited
Partnership Interest, dated as of August 28, 1997, by and between
IHP Investment Company, L.L.C. and eight (8) separate limited
partners.
2.1(c) Purchase and Sale Agreement and Assignment of Limited Partnership
Interest, dated as of August 28, 1997, by and between IHP
Investment Company, L.L.C. and SB/Interstate General Partnership.
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Exhibit 2.1(a)
PLAN AND AGREEMENT OF MERGER
Plan and Agreement of Merger (the "Agreement"), dated as of this 28th
day of August, 1997, between IHP Holdings Partnership, L.P., a Pennsylvania
limited partnership (the "Surviving Partnership"), and Interstate Hotels
Partners, L.P., a Pennsylvania limited partnership (the "Merger Partnership").
The Surviving Partnership and the Merger Partnership are sometimes hereinafter
referred to individually as a "Constituent Entity" and collectively as the
"Constituent Entities."
RECITALS:
WHEREAS, the Constituent Entities desire to merge into a single entity
as hereinafter specified;
WHEREAS, the General Partner of the Merging Partnership has determined
that it is advisable and in the best interests of the Merging Partnership to
merge with and into the Surviving Partnership upon the terms and subject to the
conditions herein provided;
WHEREAS, the General Partner of the Merging Partnership has, by
resolutions duly adopted, approved this Agreement and directed that it be
executed by the undersigned officer;
WHEREAS, the General Partner of the Surviving Partnership has
determined that it is advisable and in the best interests of the Surviving
Partnership to merge with the Merging Partnership upon the terms and subject to
the conditions herein provided;
WHEREAS, the General Partner of the Surviving Partnership has, by
resolutions duly adopted, approved this Agreement and directed that it be
executed by the undersigned officer;
WHEREAS, for federal income tax purposes, the merger will be treated
as if the Merging Partnership transfers its assets to the Surviving Partnership
in return for partnership interests in the Surviving Partnership and the
Merging Partnership thereupon distributes such partnership interests in the
Surviving Partnership to its partners in accordance with Rev. Rul. 68-289,
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1968-1 C.B. 314 and the Internal Revenue Code of 1986, as amended; and
WHEREAS, the partners of the Surviving Partnership have entered into
an Agreement of Limited Partnership dated as of July 9, 1997, as amended and
restated as of August 28, 1997, and have granted to the General Partner the
power to effect a merger of the Surviving Partnership.
NOW, THEREFORE, in consideration of the mutual covenants, agreement
and provisions set forth herein, each of the Constituent Entities hereby agrees
as follows:
Section 1. The name of the Surviving Entity is IHP Holdings
Partnership, L.P. and following the merger its name shall remain IHP Holdings
Partnership, L.P.
Section 2. The name and place of organization of each Constituent
Entity are as follows:
Name State of Organization
---- ---------------------
IHP Holdings
Partnership, L.P. Pennsylvania
Interstate Hotels
Partners, L.P. Pennsylvania
Section 3. The Surviving Partnership hereby merges the Merging
Partnership, and the Merging Partnership hereby is merged, into the Surviving
Partnership.
Section 4. The Agreement of Limited Partnership of the Surviving
Partnership shall be amended and restated as a result of the merger in the form
attached hereto as Exhibit A.
Section 5. The manner of converting the outstanding limited
partnership interests of the Merging Partnership into interests of the
Surviving Partnership shall be as follows: each Class A limited partnership
interests of the Merging Partnership shall be converted into, and become
exchanged for, a unit of limited partnership interest in the Surviving
Partnership representing a .4233% interest in the Surviving Partnership (and in
the aggregate representing a 16.5093% limited partnership interest in the
Surviving Partnership). The Class B limited
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partnership interests of the Merging Partnership will be exchanged for a
limited partnership interest in an entity which will have a 56.6792% limited
partnership interest in the Surviving Partnership and the General Partner's
interest in the Merging Partnership will be exchanged for a .8689% limited
partnership interest in the Limited Partnership.
Section 6. The terms and conditions of the merger are as follows:
(a) The members of the Surviving Partnership on the
effective date of this merger shall continue to be the
members of the Surviving Partnership.
(b) The Agreement of Limited Partnership of the
Surviving Partnership shall continue to be the agreement of
limited partnership of the Surviving Partnership until the
same shall be altered, amended or replaced as therein
provided.
(c) Upon the merger becoming effective, the separate
existence of the Merging Partnership shall cease and all the
property, rights, privileges, franchise, patents, trademarks,
licenses, registrations and other assets of very kind and
description of the Merging Partnership shall be transferred
to, vested in and devolve upon the Surviving Partnership
without further act or deed, and all property, rights and
every other interest of the Surviving Partnership and the
Merging Partnership shall be as effectively the property of
the Surviving Partnership as they were of the Surviving
Partnership and the Merging Partnership, respectively.
(d) The Merging Partnership hereby agrees, from time
to time, as and when requested by the Surviving Partnership
or by its successors or assigns, to execute and deliver or
cause to be executed and delivered all such deeds and
instruments and to take or cause to be taken such further or
other action as the Surviving Partnership may deem necessary
or desirable in order to vest in and confirm to the Surviving
Partnership title acquired and/or to be acquired by reason of
or as a result of the merger herein provided for and
otherwise to carry out the
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intent and purposes hereof and the proper members of the
Surviving Partnership are fully authorized in the name of the
Merging Partnership or otherwise to take any and all such
action.
(e) All rights of creditors and all liens upon the
property of any of the Constituent Entities shall be
preserved, unimpaired, and all debts, liabilities, other
obligations of any kind and duties of the Merging Partnership
shall thenceforth attach to the Surviving Partnership and may
be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by the
Surviving Partnership.
(f) This Agreement shall have been approved by (i)
the Majority Vote (as defined below) of the limited partners
of the Surviving Partnership, (ii) the Majority Vote of the
Class A limited partners of the Merging Partnership, (iii)
the Majority Vote of the Class B limited partners of the
Merging Partnership and (iv) the Majority Vote of the limited
partners of the Merging Partnership as a whole. For purposes
hereof, "Majority Vote" shall mean the consent of the limited
partners of the relevant class or as a whole who collectively
hold the right to vote more than 50% of the total interests
of all limited partners of such class or as a whole, as the
case may be.
(g) All required third-party approvals or
consents to the Merger shall have been obtained.
(h) The Surviving Partnership shall have completed
to its satisfaction a due diligence review of the Merging
Partnership's assets (including but not limited to a review
of environmental, zoning, structural and title issues
relating to such assets.)
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective general partners thereunto duly
authorized as of the date first written above.
IHP HOLDINGS PARTNERSHIP, L.P.
By: IHP Investment Company, L.L.C., its
general partner
By: IHC Realty Corporation, its
managing member
By: /s/ TIMOTHY Q. HUDAK
----------------------------
Name: Timothy Q. Hudak
Title: Vice President and
Assistant Secretary
INTERSTATE HOTELS PARTNERS, L.P.
By: SB/Interstate General Partnership,
its general partner
By: Interstate Inn, Inc., general
partner
By: /s/ W. THOMAS PARRINGTON, JR.
------------------------------
Name: W. Thomas Parrington, Jr.
Title: Vice President
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Exhibit 2.1(b)
PURCHASE AND SALE AGREEMENT
AND ASSIGNMENT
OF LIMITED PARTNERSHIP INTEREST
THIS AGREEMENT and ASSIGNMENT, dated as of August 28, 1997,
by and between [Name of Class A Limited Partner], a [type of entity] having an
address at [address of Class A Limited Partner] ("Assignor") and IHP Investment
Company, L.L.C., a Delaware limited liability company having an address at
Foster Plaza Ten, 680 Andersen Drive, Pittsburgh, Pennsylvania 15220
("Assignee").
W I T N E S S E T H:
WHEREAS, Assignor holds a [number of units] units of limited
partnership in IHP Holdings Partnership, L.P. (the "Partnership"), a
Pennsylvania limited partnership organized pursuant to that certain Agreement
of Limited Partnership of IHP Holdings Partnership, L.P. dated as of July 9,
1997, as amended and restated as of August 28, 1997 (the "Partnership
Agreement"); and
WHEREAS, Assignor desires to transfer and assign its entire
limited partnership interest in the Partnership to Assignee on the terms and
conditions hereinafter set forth, and Assignee is willing to accept such
assignment;
NOW, THEREFORE, for and in consideration of the premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee hereby covenant and agree as
follows:
1. For the consideration described in Paragraph 5 hereof,
Assignor hereby transfers and assigns to Assignee Assignor's entire limited
partnership interest equal to a [percentage interest] limited partnership
interest in the Partnership, and Assignee hereby assumes the proportionate
share of all liabilities, duties and obligations of Assignor under the
Partnership Agreement attributable to Assignor's limited partnership interest
in the Partnership herein assigned.
2. Assignor represents and warrants to Assignee that (i)
Assignor has good, valid and unencumbered title to the limited partnership
interest in the Partnership herein assigned, (ii) the execution, delivery and
performance of this Agreement has been duly authorized by all required action
of Assignor's board of directors and shareholders, and no further action is
necessary to authorize this Agreement by Assignor, (iii) this Agreement does
not conflict with, constitute a breach of, or violate any obligations or
agreements to which Assignor is bound or subject and no consent or approval of
any person is required for Assignor's assignment as provided herein.
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3. Assignee represents and warrants to Assignor that, except
as contained in the immediately preceding paragraph 2, it has received no
representations or warranties from Assignor or Assignor's agents or
representatives regarding the Partnership or its assets, and that it has
acquired the limited partnership interest herein assigned solely for investment
on the basis of its own investigation.
4. Assignor and Assignee each represent to the other that
this Agreement constitutes their respective legal, valid and binding
obligation, enforceable by the other against each of them. All representations
and warranties shall survive the transfer of the interest to Assignee.
5. Assignor and Assignee acknowledge and agree that the total
consideration paid by Assignee for Assignor's limited partnership interest in
the Partnership herein assigned consists of (i) $230,000 per unit in cash paid
by Assignee to Assignor, receipt of which is hereby acknowledged, and (ii)
Assignee's assumption of, or the taking subject to, the proportionate share of
all the liabilities, duties and obligations of Assignor under the Partnership
Agreement attributable to Assignor's limited partnership interest in the
Partnership herein assigned.
6. Concurrently with the execution of this Agreement, IHP
Investment Company, L.L.C., as General Partner of the Partnership, shall remove
Assignor as a limited partner of the Partnership and admit Assignee as a
limited partner in Assignor's place and stead.
7. Assignor agrees to complete and execute the certification
attached hereto as Annex A and to deliver such certification to Assignee
simultaneously herewith.
8. Assignor and Assignee agree to execute, acknowledge and
record such other documents, and to take such other action, as may be
reasonably necessary or appropriate to carry out the intent of this Agreement.
Assignor hereby authorizes Assignee to execute on Assignor's behalf any
amendment to the Partnership Agreement reflecting the transfer herein by
Assignor to Assignee.
9. This instrument shall be governed by the laws of the State
of New York without reference to choice or conflict of law principles.
10. This instrument shall bind the parties and their
successors and assigns.
11. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original, and all of which
together shall be considered one and the same instrument.
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IN WITNESS WHEREOF, Assignor and Assignee have executed this
Agreement as of the date first set forth above.
ASSIGNOR:
[Name of Class A Limited Partner]
By: /s/ [NAME OF CLASS A LIMITED PARTNER]
-------------------------------------
ASSIGNEE:
IHP INVESTMENT COMPANY, L.L.C.
By: /s/ J. WILLIAM RICHARDSON
---------------------------
Name: J. William Richardson
Title: Vice President
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ANNEX A
CERTIFICATION OF ASSIGNOR
1. If Assignor is an individual, please complete the following:
Section 1445 of the Internal Revenue Code provides a
transferee (buyer) of a U.S. real property interest must withhold tax
if the transferor (seller) is a foreign person. To inform the Assignee
that withholding of tax is not required upon my disposition of a U.S.
real property interest, the undersigned hereby certifies the
following:
(i) I am not a nonresident alien for purposes of U.S. income
taxation;
(ii) My U.S. Tax Identification Number (if any) is __________
______________________ and my U.S. Social Security Number (if
any) is _______________________; and
(iii) My addresses are as follows:
Home (if applicable): ______________________________________
____________________________________________________________
Business: __________________________________________________
____________________________________________________________
Telephone Number:
Home (if applicable):_______________________________________
Business:_______________________________________
I understand that this certification may be disclosed to the
Internal revenue Service by the Assignee and that any false statement
I have made here could be punished by fine, imprisonment or both.
Under penalties of perjury, I declare that I have examined
this certification and to the best of my knowledge and belief it is
true, correct and complete.
2. If Assignor is an entity, please complete the following:
Section 1445 of the Internal Revenue Code provides a
transferee of a U.S. real property interest must withhold tax if the
transferor is a foreign person. To inform the Assignee that
withholding of tax is not required upon the disposition of a U.S. real
property interest, the undersigned hereby certifies the following on
behalf of the Assignor:
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(i) The Assignor is not a foreign corporation, foreign
partnership, foreign trust or foreign estate (as those terms
are defined in the Internal Revenue Code and Income Tax
Regulations);
(ii) The Assignor's U.S. employer identification number is
__________; and
(iii) The Assignor's office address is_____________________
______________________________.
The Assignor understands that this certification may be
disclosed to the Internal revenue Service by the Assignee and that any
false statement I have made here could be punished by fine,
imprisonment or both.
Under penalties of perjury, I declare that I have examined
this certification and to the best of my knowledge and belief it is
true, correct and complete, and I further declare that I have
authority to sign this document on behalf of the Assignor.
ASSIGNOR: [Name of Class A Limited Partner]
By: /s/ [NAME OF CLASS A LIMITED PARTNER]
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Exhibit 2.1(c)
PURCHASE AND SALE AGREEMENT
AND ASSIGNMENT
OF LIMITED PARTNERSHIP INTEREST
THIS AGREEMENT and ASSIGNMENT, dated as of August 28, 1997,
by and between SB/Interstate General Partnership, a partnership having an
address at Foster Plaza Ten, 680 Andersen Drive, Pittsburgh, Pennsylvania 15220
("Assignor") and IHP Investment Company, L.L.C., a Delaware limited liability
company having an address at Foster Plaza Ten, 680 Andersen Drive, Pittsburgh,
Pennsylvania 15220 ("Assignee").
W I T N E S S E T H:
WHEREAS, Assignor holds a 0.8689% limited partnership
interest in IHP Holdings Partnership, L.P. (the "Partnership"), a Pennsylvania
limited partnership organized pursuant to that certain Agreement of Limited
Partnership of IHP Holdings Partnership, L.P. dated as of July 9, 1997, as
amended and restated as of August 28, 1997 (the "Partnership Agreement"); and
WHEREAS, Assignor desires to transfer and assign its entire
limited partnership interest in the Partnership to Assignee on the terms and
conditions hereinafter set forth, and Assignee is willing to accept such
assignment;
NOW, THEREFORE, for and in consideration of the premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee hereby covenant and agree as
follows:
1. For the consideration described in Paragraph 5 hereof,
Assignor hereby transfers and assigns to Assignee Assignor's entire limited
partnership interest equal to a 0.8689% limited partnership interest in the
Partnership, and Assignee hereby assumes the proportionate share of all
liabilities, duties and obligations of Assignor under the Partnership Agreement
attributable to Assignor's limited partnership interest in the Partnership
herein assigned.
2. Assignor represents and warrants to Assignee that (i)
Assignor has good, valid and unencumbered title to the limited partnership
interest in the Partnership herein assigned, (ii) the execution, delivery and
performance of this Agreement has been duly authorized by all required action
of Assignor's board of directors and shareholders, and no further action is
necessary to authorize this Agreement by Assignor, (iii) this Agreement does
not conflict with, constitute a breach of, or violate any obligations or
agreements to which Assignor is bound or subject and no consent or approval of
any person is required for Assignor's assignment as provided herein.
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3. Assignee represents and warrants to Assignor that, except
as contained in the immediately preceding paragraph 2, it has received no
representations or warranties from Assignor or Assignor's agents or
representatives regarding the Partnership or its assets, and that it has
acquired the limited partnership interest herein assigned solely for investment
on the basis of its own investigation.
4. Assignor and Assignee each represent to the other that
this Agreement constitutes their respective legal, valid and binding
obligation, enforceable by the other against each of them. All representations
and warranties shall survive the transfer of the interest to Assignee.
5. Assignor and Assignee acknowledge and agree that the total
consideration paid by Assignee for Assignor's limited partnership interest in
the Partnership herein assigned consists of (i) $472,105 in cash paid by
Assignee to Assignor, receipt of which is hereby acknowledged, and (ii)
Assignee's assumption of, or the taking subject to, the proportionate share of
all the liabilities, duties and obligations of Assignor under the Partnership
Agreement attributable to Assignor's limited partnership interest in the
Partnership herein assigned.
6. Concurrently with the execution of this Agreement, IHP
Investment Company, L.L.C., as General Partner of the Partnership, shall remove
Assignor as a limited partner of the Partnership and admit Assignee as a
limited partner in Assignor's place and stead.
7. Assignor agrees to complete and execute the certification
attached hereto as Annex A and to deliver such certification to Assignee
simultaneously herewith.
8. Assignor and Assignee agree to execute, acknowledge and
record such other documents, and to take such other action, as may be
reasonably necessary or appropriate to carry out the intent of this Agreement.
Assignor hereby authorizes Assignee to execute on Assignor's behalf any
amendment to the Partnership Agreement reflecting the transfer herein by
Assignor to Assignee.
9. This instrument shall be governed by the laws of the State
of New York without reference to choice or conflict of law principles.
10. This instrument shall bind the parties and their
successors and assigns.
11. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original, and all of which
together shall be considered one and the same instrument.
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IN WITNESS WHEREOF, Assignor and Assignee have executed this
Agreement as of the date first set forth above.
ASSIGNOR:
SB/INTERSTATE GENERAL PARTNERSHIP
By: Interstate Inn, Inc.,
as Managing General Partner
By: /s/ MILTON FINE
---------------------------
Name: Milton Fine
Title: Vice President
ASSIGNEE:
IHP INVESTMENT COMPANY, L.L.C.
By: /s/ J. WILLIAM RICHARDSON
----------------------------
Name: J. William Richardson
Title: Vice President
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ANNEX A
CERTIFICATION OF ASSIGNOR
1. If Assignor is an individual, please complete the following:
Section 1445 of the Internal Revenue Code provides a
transferee (buyer) of a U.S. real property interest must withhold tax
if the transferor (seller) is a foreign person. To inform the Assignee
that withholding of tax is not required upon my disposition of a U.S.
real property interest, the undersigned hereby certifies the
following:
(i) I am not a nonresident alien for purposes of U.S. income
taxation;
(ii) My U.S. Tax Identification Number (if any) is __________
______________________ and my U.S. Social Security Number (if
any) is _______________________; and
(iii) My addresses are as follows:
Home (if applicable): ______________________________________
____________________________________________________________
Business: __________________________________________________
____________________________________________________________
Telephone Number:
Home (if applicable):_______________________________________
Business:_______________________________________
I understand that this certification may be disclosed to the
Internal revenue Service by the Assignee and that any false statement
I have made here could be punished by fine, imprisonment or both.
Under penalties of perjury, I declare that I have examined
this certification and to the best of my knowledge and belief it is
true, correct and complete.
2. If Assignor is an entity, please complete the following:
Section 1445 of the Internal Revenue Code provides a
transferee of a U.S. real property interest must withhold tax if the
transferor is a foreign person. To inform the Assignee that
withholding of tax is not required upon the disposition of a U.S. real
property interest, the undersigned hereby certifies the following on
behalf of the Assignor:
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<PAGE> 5
(i) The Assignor is not a foreign corporation, foreign
partnership, foreign trust or foreign estate (as those terms
are defined in the Internal Revenue Code and Income Tax
Regulations);
(ii) The Assignor's U.S. employer identification number is
25-1453860; and
(iii) The Assignor's office address is Foster Plaza Ten,
680 Anderson Drive, Pittsburgh, PA 15220.
The Assignor understands that this certification may be
disclosed to the Internal revenue Service by the Assignee and that any
false statement I have made here could be punished by fine,
imprisonment or both.
Under penalties of perjury, I declare that I have examined
this certification and to the best of my knowledge and belief it is
true, correct and complete, and I further declare that I have
authority to sign this document on behalf of the Assignor.
ASSIGNOR:
SB/INTERSTATE GENERAL PARTNERSHIP
By: INTERSTATE INN, INC., GENERAL PARTNER
By: /s/ MILTON FINE
--------------------------------------
Vice President
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