UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MeriStar Hotels & Resorts, Inc.
(Name of issuer)
Common Stock, Par Value $.01 Per Share
(Title of class of securities)
589988104
(CUSIP Number)
Foster A. Stewart, Jr., Esq.
American Skiing Company
Sunday River Access Road
Bethel, Maine 04217
Tel. No.: (207) 824-8100
(Name, address and telephone number of person
authorized to receive notices and communications)
December 8, 2000
(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 ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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 (however, see the
Notes).
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<PAGE>
1 NAME OF REPORTING PERSON
American Skiing Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 04-3373730
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES ------------------------
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER 5,928,564
----------------------
9 SOLE DISPOSITIVE POWER
--------------------
10 SHARED DISPOSITIVE POWER
------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,928,564
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.49%
14 TYPE OF REPORTING PERSON CO
2
<PAGE>
1 NAME OF REPORTING PERSON
ASC Merger Sub, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER 5,928,564
-----------------------
9 SOLE DISPOSITIVE POWER
--------------------
10 SHARED DISPOSITIVE POWER
------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,928,564
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.49%
14 TYPE OF REPORTING PERSON CO
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Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $.01
per share (the "Common Stock"), of MeriStar Hotels & Resorts, Inc. (the
"Issuer"). The Issuer is a Delaware corporation with its principal executive
offices located at 1010 Wisconsin Avenue, NW, Washington, DC 20007.
Item 2. Identity and Background.
The names of the persons filing this statement are American
Skiing Company, a Delaware corporation ("American Skiing"), and ASC Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of American Skiing
("Merger Sub" and together with American Skiing, the "Filing Persons"). The
address of the principal business and principal office of American Skiing and
Merger Sub is Sunday River Access Road, Bethel, Maine 04217.
The principal business of American Skiing is the operation of
alpine ski, snow board and golf resorts throughout the United States. Merger Sub
was incorporated solely for the purpose of merging with and into the Issuer, and
has no other business. Set forth in Schedule A and Schedule B is the name,
citizenship, business or residence address and present principal occupation or
employment, as well as the name and address of any corporation or other
organization in which such occupation or employment is conducted, of each of the
directors and executive officers of American Skiing and Merger Sub,
respectively, as of the date hereof.
During the last five years, neither the Filing Persons, nor,
to the knowledge of the Filing Persons, any person named in either Schedule A or
Schedule B, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
During the last five years, neither the Filing Persons, nor,
to the knowledge of the Filing Persons, any person named in either Schedule A or
Schedule B, was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
This Statement relates to a voting agreement, dated as of
December 8, 2000 (the "Voting Agreement"), among American Skiing, the Issuer and
each stockholder of the Issuer who is a party to the Voting Agreement
(collectively, the "Stockholders") and the associated proxy granted to American
Skiing by the Stockholders as described in Item 6 below.
Item 4. Purpose of Transaction.
American Skiing, Merger Sub and the Issuer entered into an
Agreement and Plan of Merger, dated as of December 8, 2000 (the "Merger
Agreement"), which provides that Merger Sub will be merged with and into the
Issuer (the "Merger") and each share of Common Stock will be converted into the
right to receive, without interest, 1.88 shares of common stock, par value $.01
per share, of American Skiing ("American Skiing Common Stock"). American Skiing
requested that the Stockholders enter into the Voting Agreement as an inducement
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to American Skiing and the Merger Sub to enter into the Merger Agreement. The
Voting Agreement is intended to provide greater certainty that American Skiing's
acquisition of the Issuer will be consummated.
If the Merger is consummated in accordance with the terms of
the Merger Agreement, (i) the directors of Merger Sub immediately prior to the
effective time of the Merger will become the initial directors of the surviving
corporation, (ii) the Certificate of Incorporation of the Issuer shall be the
Certificate of Incorporation of the surviving corporation except that the name
shall be changed to Doral Management Co., Inc. and (iii) the By-laws of Merger
Sub, as in effect immediately prior to the effective time of the Merger, will be
the By-laws of the surviving corporation. Additionally, the Common Stock will be
deregistered under the Securities Act of 1933 and delisted from The New York
Stock Exchange.
Other than as described above, the Filing Persons currently
have no plans or proposals which relate to, or may result in, any of the matters
listed in Items 4(a) - (j) of Schedule 13D (although the Filing Persons reserve
the right to develop such plans).
Item 5. Interest in Securities of the Issuer.
(a) - (b) As a result of the Voting Agreement, the Filing
Persons may be deemed to each be the beneficial owner of 5,928,564 shares of
Common Stock for purposes of Rule 13d-1(a) promulgated under the Securities
Exchange Act of 1934, as amended, which represents approximately 16.49% of the
shares of Common Stock outstanding (based on the number of shares of Common
Stock outstanding on November 30, 2000).
(c) To the knowledge of the Filing Persons, neither the Filing
Persons nor any other person referred to in Schedule A or Schedule B attached
hereto beneficially owns or has acquired or disposed of any shares of Common
Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to the Merger Agreement and subject to the terms and
conditions set forth therein (including approval by the holders of the Issuer's
outstanding shares of Common Stock and expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended), the Merger Sub will merge with and into the Issuer, with the Issuer
continuing as the surviving corporation, and each issued and outstanding share
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of Common Stock, other than shares owned by American Skiing or the Issuer, will
be converted into the right to receive, without interest, 1.88 shares of
American Skiing Common Stock.
Pursuant to the Voting Agreement, each Stockholder has
appointed American Skiing (or any nominee of American Skiing) as his lawful
proxy in all matters relating to the consummation of the transactions
contemplated by the Merger Agreement. Such proxy gives American Skiing the right
to vote each of the 5,928,564 shares (the "Shares") at every annual, special or
adjourned meeting of the stockholders of the Issuer (i) in favor of the approval
of the Merger, the Merger Agreement and the other transactions contemplated by
the Merger Agreement and (ii) against any proposal or action in respect of a
third party acquisition that would reasonably be expected to result in a breach
of any covenant, representation or warranty of the Issuer under the Merger
Agreement or that would reasonably be expected to impede, interfere with, or
materially and adversely affect the Merger and (iii) in favor of any other
matter necessary for the consummation of the transactions contemplated by the
Merger Agreement. Each Stockholder further agreed to cause the number of Shares
over which he has voting power to be voted in accordance with the foregoing.
The obligations of the Stockholders under the Voting Agreement
terminate upon the termination of the Merger Agreement.
The descriptions herein of the Merger Agreement and the Voting
Agreement are qualified in their entirety by reference to such agreements,
copies of which are filed hereto as Exhibits 99.1 and 99.2, respectively, and
which are specifically incorporated herein by reference in their entirety.
Except as provided in the Merger Agreement and the Voting
Agreement, to the best knowledge of the Filing Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
99.1. Agreement and Plan of Merger, dated as of December 8, 2000, among
American Skiing Company, ASC Merger Sub, Inc., and MeriStar Hotels &
Resorts, Inc.
99.2. Voting Agreement, dated as of December 8, 2000, MeriStar Hotels &
Resorts, Inc., American Skiing Company, Oak Hill Capital Partners,
L.P., Oak Hill Capital Management Partners, L.P., F.W. Hospitality,
L.P., Arbor REIT, L.P., and MHX Investors, L.P.
99.3. Joint Filing Agreement between American Skiing Company and ASC Merger
Sub, Inc.
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: December 18, 2000 AMERICAN SKIING COMPANY
By /s/ Foster A. Stewart, Jr.
---------------------------------
Name: Foster A. Stewart, Jr.
Title: Vice President and
General Counsel
ASC MERGER SUB, INC.
By /s/ Foster A. Stewart, Jr.
---------------------------------
Name: Foster A. Stewart, Jr.
Title: Assistant Secretary
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EXHIBIT INDEX
Exhibit Description
99.1. Agreement and Plan of Merger, dated as of December 8, 2000, among
American Skiing Company, ASC Merger Sub, Inc., and MeriStar Hotels &
Resorts, Inc.
99.2. Voting Agreement, dated as of December 8, 2000, MeriStar Hotels &
Resorts, Inc., American Skiing Company, Oak Hill Capital Partners,
L.P., Oak Hill Capital Management Partners, L.P., F.W. Hospitality,
L.P., Arbor REIT, L.P., and MHX Investors, L.P.
99.3. Joint Filing Agreement between American Skiing Company and ASC Merger
Sub, Inc.
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Schedule A
DIRECTORS OF AMERICAN SKIING COMPANY
The name, present business address and present principal
occupation or employment of each director of American Skiing Company are set
forth below. Each person listed below is a citizen of the United States of
America.
<TABLE>
Present Principal
Name Occupation/Employment Present Business Address
---- --------------------- ------------------------
<S> <C> <C>
David B. Hawkes Co-owner and Consultant 482 Congress Street, Suite 400
with Cloudhawk Management Portland, ME 04101
Consultants, LLC
Paul Wachter Chief Executive Officer, 3110 Main Street
Main Street Advisors Santa Monica, CA 90405
Paul W. Whetsell Chairman of the Board of 1010 Wisconsin Avenue, NW, Suite 650
Directors and Chief Executive Washington, DC 20007
Officer of MeriStar Hospitality
Corporation
Gordon M. Gillies Faculty, Hebron Academy P.O. Box 111
Hebron, ME 04238
Leslie B. Otten Chairman and Chief Sunday River Access Road
Executive Officer, American Bethel, Maine 04217
Skiing Company
Robert J. Branson RMB Realty, Inc. 1133 Connecticut Avenue
NW #800
Washington, DC 20036
Alexandra C. Hess Associate, Oak Hill 65 East 55th Street, 32nd Floor
Capital Management, Inc. New York, NY 10022
Bradford E. Bernstein Partner, Oak Hill Capital 65 East 55th Street, 32nd Floor
Management, Inc. New York, NY 10022
J. Taylor Crandall Vice President and Chief 2775 Sand Hill Road, Suite 220
Financial Officer of Menlo Park, CA 94205
Keystone, Inc.
Steven B. Gruber Managing Partner, Oak Hill 65 East 55th Street, 32nd Floor
Capital Management, Inc. New York, NY 10022
William S. Janes President, RMB Realty, Inc. 1133 Connecticut Avenue
NW #800
Washington, DC 20036
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</TABLE>
AMERICAN SKIING COMPANY EXECUTIVE OFFICERS
The name and title of each executive officer of American
Skiing Company are set forth below. The present business address of each
executive officer listed below is Sunday River Access Road, Bethel, Maine 04217.
Each person listed below is a citizen of the United States of America.
<TABLE>
Name Title
---- -----
<S> <C>
Leslie B. Otten Chairman and Chief Executive Officer
G. Christopher Brink Senior Vice President - Marketing
William J. Fair Chief Operating Officer, President - Resort Operations
Christopher E. Howard Executive Vice President and Secretary
Hernan R. Martinez Senior Vice President and Chief Operating
Officer, American Skiing Company Resort Properties, Inc.
Mark J. Miller Senior Vice President and Chief Financial
Officer
</TABLE>
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Schedule B
DIRECTORS OF ASC MERGER SUB, INC.
The name, present business address and present principal
occupation or employment of each director of ASC Merger Sub, Inc., are set forth
below. Each person listed below is a citizen of the United States of America.
<TABLE>
Present Principal
Name Occupation/Employment Present Business Address
---- --------------------- ------------------------
<S> <C> <C>
Leslie B. Otten Chairman and Chief Executive Sunday River Access Road
Officer, American Skiing Company Bethel, Maine 04217
Chris Howard Executive Vice President and Sunday River Access Road
Secretary, American Skiing Company Bethel, Maine 04217
Brad Bernstein Partner, Oak Hill Capital 65 East 55th Street, 32nd Floor
Management, Inc. New York, NY 10022
</TABLE>
ASC MERGER SUB, INC. EXECUTIVE OFFICERS
The name and title of each executive officer of ASC Merger
Sub, Inc., are set forth below. The present business address of each executive
officer listed below is Sunday River Access Road, Bethel, Maine 04217. Each
person listed below is a citizen of the United States of America.
Name Title
---- -----
Leslie B. Otten Chairman, President
Chris Howard Secretary
Foster A. Stewart, Jr. Assistant Secretary
Mark Miller Treasurer
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