UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMERICAN SKIING COMPANY
-----------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(Title of Class of Securities)
029654308
---------
(CUSIP Number)
Richard S. Borisoff, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
--------------
(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
This document consists of 11 pages.
<PAGE>
2
CUSIP NO. 029654308
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MERISTAR HOTELS & RESORTS, INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED - 0-
BY EACH REPORTING
PERSON WITH:
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8 SHARED VOTING POWER
49,452,210 (1) (2)
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
- 0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,452,210 (1) (2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.8% (2)
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14 TYPE OF REPORTING PERSON
CO
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------------------------
(1) No shares of common stock, par value $0.01 per share, of American
Skiing Company have been purchased, directly or indirectly, by the
reporting person. Rather, the reporting person may be deemed to have
beneficial ownership of the shares reported herein pursuant to a voting
and recapitalization agreement (as described in the Introduction and in
Items 3 and 4 of this Statement), entered into in connection with the
proposed acquisition by the reporting person of all of the outstanding
shares of American Skiing Company. Any such beneficial ownership is
expressly disclaimed by the reporting person.
(2) Reflects share ownership as of December 10, 2000 by the persons listed
in Item 5(b) of this Statement. Because the Series B preferred stock
(as defined in this statement) of American Skiing Company receive
quarterly dividends in the form of additional shares, the number of
shares beneficially owned will change as dividend payments are made.
See Item 5(a) for more information regarding the method of calculation
of number of shares beneficially owned.
<PAGE>
3
INTRODUCTION
No shares of common stock, par value $0.01 per share (the "Common
Stock"), of American Skiing Company, a Delaware corporation (the "Issuer"), have
been purchased, directly or indirectly, by the reporting person. MeriStar Hotels
& Resorts, Inc., a Delaware corporation ("MeriStar"), is making this filing
solely because it may be deemed to have beneficial ownership of the shares
reported herein pursuant to the ASC Voting/Recapitalization Agreement (as
defined below).
The Issuer entered into an Agreement and Plan of Merger (the "Merger
Agreement") dated December 8, 2000 by and among the Issuer, ASC Merger Sub,
Inc., a Delaware corporation and wholly-owned subsidiary of Issuer ("ASC Merger
Sub"), and MeriStar, providing, among other things, for the merger (the
"Merger") of ASC Merger Sub with and into MeriStar. Upon the Merger (if
consummated) MeriStar will become a wholly-owned subsidiary of the Issuer. In
the Merger, among other things, each outstanding share of MeriStar common stock,
together with the associated right to purchase shares of MeriStar's Series A
junior participating preferred stock, will be converted into the right to
receive 1.88 shares of Common Stock. In addition, a new Board of Directors of
the Issuer will be elected, and the Certificate of Incorporation and Bylaws of
the Issuer will be amended and restated.
As provided in the Voting and Recapitalization Agreement (the "ASC
Voting/Recap Agreement"), dated December 8, 2000, among the Issuer, MeriStar,
Oak Hill Capital Partners, L.P., a Delaware limited partnership ("OCP"), Oak
Hill Capital Management Partners, L.P., a Delaware limited partnership ("OCMP"),
Oak Hill Securities Fund, L.P., a Delaware limited partnership ("OSF"), Oak Hill
Securities Fund II, L.P., a Delaware limited partnership ("OSF2"), OHCP Ski,
L.P., a Delaware limited partnership ("OSLP"), Madeleine LLC, a New York limited
liability company ("Madeleine"), Leslie B. Otten ("Otten") and the Albert Otten
Trust f/b/o Mildred Otten, a trust organized under the laws of New Jersey (the
"Trust"), immediately prior to the Merger (and as a condition to its
consummation), the Issuer will undergo a recapitalization (the
"Recapitalization") whereby:
o Otten, the Issuer's Chairman and Chief Executive Officer and the holder
of all 14,760,530 shares of the Issuer's Class A common stock, par
value $0.01 per share ("Class A Common Stock"), will convert each share
of his Class A Common Stock into one share of Common Stock;
o Madeleine, which is the beneficial owner of all of the Issuer's 10.5%
repriced convertible exchangeable preferred stock ("Series A Preferred
Stock") will convert its shares of Series A Preferred Stock into (a) a
number of shares of a new series of the Issuer's 14% preferred stock
equal to the aggregate liquidation preference for all the shares of
Series A Preferred Stock plus accrued and unpaid dividends on the
Series A Preferred Stock determined as of the closing date of the
Merger and (b) a number of shares of Common Stock equal to 20.7% of the
liquidation preference of the new 14% preferred stock divided by $2.22;
o OCP, OCMP, OSF, OSF2 and OSLP will convert their shares of Series B
Preferred Stock into a total of 74,934,159 shares of Common Stock;
o An aggregate principal amount of $13.0 million of loans from OCP to
American Skiing Company Resort Properties, Inc., a Maine corporation
and wholly owned subsidiary of the Issuer ("ASCRP"), together with
interest on that loan accrued through October 31, 2000, will
<PAGE>
4
be repaid in the form of Common Stock at the rate of $2.22 per share,
resulting in the issuance of approximately 5,850,968 shares of Common
Stock; and
o A warrant to purchase 6,000,000 shares of Common Stock at an exercise
price of $2.50 per share (the "Warrant"), which was to be issued to OCP
under a securities purchase agreement among OCP, the Issuer and ASCRP,
dated as of July 31, 2000, as amended (the "Securities Purchase
Agreement"), will be issued.
Each of OCP, OCMP, OSF, OSF2, OSLP, Otten and Madeleine is referred to herein as
a "Principal Issuer Stockholder."
The consummation of the Merger by MeriStar is subject to, among other
things, the approval of the Merger Agreement, the Merger and the other
transactions contemplated by the Merger Agreement by (i) the holders of a
majority of the outstanding shares of MeriStar's outstanding common stock and
(ii) the majority of the votes cast by holders of MeriStar's common stock other
than those cast by the signatories to the Voting Agreement, dated December 8,
2000, among OCP, OCMP, F.W. Hospitality, L.P., Arbor REIT, L.P., MHX Investors,
L.P. (all of which are Delaware limited partnerships), the Issuer and MeriStar.
Additional conditions precedent to MeriStar's obligation to complete the Merger
are described fully in the Merger Agreement.
The consummation of the Merger by the Issuer is subject to, among other
things:
o The approval of the Merger Agreement, the Merger, the Recapitalization,
the other transactions contemplated by the Merger Agreement and the
amendment and restatement of the Issuer's certificate of incorporation
and bylaws as provided in the Merger Agreement (collectively, the
"Issuer Merger Proposals") by the holders of a majority of the
outstanding shares of Common Stock on an as-converted basis; and
o The approval of the Recapitalization and the proposal to amend and
restate the certificate of incorporation and bylaws of the Issuer by
the affirmative vote of the holders of a majority of the Series A
Preferred Stock, voting as a single class, and holders of a majority of
the Series B Preferred Stock, voting as a single class.
Additional conditions precedent to the Issuer's obligation to complete the
Merger are described fully in the Merger Agreement.
In the ASC Voting/Recap Agreement, the Principal Issuer Stockholders
have agreed to vote all of the shares of the Issuer's capital stock beneficially
owned by them or subsequently acquired by them in favor of the proposals
necessary to approve the Merger and the Merger Agreement. Pursuant to a Voting
Agreement (the "MeriStar Voting Agreement"), dated as of December 8, 2000, among
the Issuer, MeriStar and the principal stockholders of MeriStar, the principal
stockholders of MeriStar have agreed to vote their shares of MeriStar common
stock in favor of the Merger and the Merger Agreement. Both agreements contain
restrictions on the ability of the stockholders to transfer their stock.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on Schedule 13D
(the "Statement") relates is the common stock, par value $0.01 per share
(defined above as the "Common Stock"),
<PAGE>
5
of American Skiing Company, a Delaware corporation (defined above as the
"Issuer"). The principal executive offices of the Issuer are located at Sunday
River Access Road, Bethel, Maine 04217.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f). This Statement is filed by MeriStar Hotels & Resorts,
Inc., a Delaware corporation (defined above as "MeriStar"). The principal
business of MeriStar is management of hotel, corporate long-term stay, golf and
resort properties. The address of the principal executive offices and business
of MeriStar is 1010 Wisconsin Avenue NW, Washington, D.C. 20007.
The name, residence or business address, present principal occupation
or employment, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, and citizenship of
each executive officer and director of MeriStar are set forth in Schedule 1
hereto, which is incorporated herein by reference.
(d) During the last five years, neither MeriStar nor, to the best
of its knowledge, any of the persons listed on Schedule 1 hereto has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither MeriStar nor, to the best
of its knowledge, any of the persons listed on Schedule 1 hereto 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof, no shares of the Issuer's Common Stock have been
purchased, directly or indirectly, by MeriStar. Rather, as an inducement and a
condition to its entering into the Merger Agreement, MeriStar, the Issuer and
Principal Issuer Stockholders have entered into the ASC Voting/Recap Agreement,
pursuant to which the Principal Issuer Stockholders have agreed to vote their
shares of Common Stock (on an as-converted basis) in favor of the Issuer Merger
Proposals (as more fully described in the Introduction of this Statement, which
is incorporated herein by reference).
ITEM 4. PURPOSE OF TRANSACTION.
No shares of the Issuer's Common Stock have been purchased, directly or
indirectly, by MeriStar. MeriStar could be deemed to have "acquired" beneficial
ownership of the shares of Common Stock to which this Statement relates only in
the sense that it and the Principal Issuer Stockholders have entered into the
ASC Voting/Recap Agreement (as described in the Introduction of this Statement,
which is incorporated herein by reference) in order to facilitate the Merger
pursuant to the Merger Agreement. Except as specifically set forth herein,
MeriStar disclaims beneficial ownership over any shares of the Common Stock,
including the power to vote, to direct the voting of, to dispose, or to direct
the disposition of, any shares of the Common Stock.
Each of Paragraphs (a) through (j) of Item 4 may be applicable upon the
consummation of the transactions contemplated by the Merger Agreement.
<PAGE>
6
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Principal Issuer Stockholders
currently beneficially own all of the outstanding shares of Class A Common Stock
(a total of 14,760,530 shares), Series A Preferred Stock (a total of 36,626
shares with a liquidation value of $1,000 per share) and Series B Preferred
Stock (a total of 150,000 shares of stock as of October 31, 2000 with a
liquidation value of $1,110.86 per share). As of the date hereof, the shares of
Class A Common Stock are convertible on a share-for-share basis into a total of
14,760,530 shares of Common Stock. As of the date hereof, the $36.6 million in
aggregate liquidation value of the shares of Series A Preferred Stock is
convertible at a conversion price of $17.10 per share into a total of 2,141,871
shares of Common Stock, and the $166.6 million in aggregate liquidation value of
the shares of Series B Preferred Stock is convertible at a conversion price of
$5.25 per share into a total of 31,686,476 shares of Common Stock. The Principal
Issuer Stockholders also beneficially own an additional 863,333 shares of Common
Stock. As of the date hereof, a total of 49,452,210 shares of Common Stock (on
an as-converted basis) are subject to the ASC Voting/Recap Agreement.
Until January 1, 2001, the shares of Series B Preferred Stock receive
quarterly dividends of 8.5% per annum on the liquidation preference of those
shares on each of October 31, January 31, April 30 and July 31 of each year.
After January 1, 2001, the dividend rate rises to 9.5% per annum. The dividends
may be paid, at the option of the Issuer, in the form of additional shares of
Series B Preferred Stock. The number of shares of Series B Preferred Stock
subject to the ASC Voting/Recap Agreement will increase if dividends are paid in
kind.
Therefore, as of the date hereof, MeriStar may be deemed to
beneficially own 49,452,210 shares of Common Stock as a result of entering into
the ASC Voting/Recap Agreement. Based on (i) calculations made in accordance
with Rule 13d-3 promulgated under the Exchange Act and (ii) there being
15,708,633 shares of Common Stock outstanding as of October 31, 2000 (as
represented to MeriStar by the Issuer in the Merger Agreement), the shares
subject to the ASC Voting/Recap Agreement represent approximately 75.8% of the
65,160,843 shares of Common Stock outstanding on an as-converted basis as of
October 31, 2000. Except as set forth on Schedule 1 and to the knowledge of
MeriStar, none of the persons identified in Schedule 1 beneficially owns any
securities of the Issuer. Except as specifically set forth herein, MeriStar
disclaims beneficial ownership of any shares of the Common Stock, including the
power to vote, to direct the voting of, to dispose, or to direct the disposition
of, any shares of the Common Stock. MeriStar disclaims membership in any group
with respect to the Common Stock by virtue of MeriStar' execution of the ASC
Voting/Recap Agreement or otherwise.
(b) As a result of entering into the ASC Voting/Recap Agreement,
MeriStar may be deemed to have shared power to vote or to direct the vote of the
shares of Common Stock herein reported as beneficially owned by it.
MeriStar shares the power to vote the shares of Common Stock herein
reported as beneficially owned by MeriStar with the Principal Issuer
Stockholders, OHCP GenPar, L.P., a Delaware limited partnership ("OCP GenPar"),
OHCP MGP, LLC, a Delaware limited liability company ("OCP MGP"), Oak Hill
Securities MGP, Inc., a Delaware corporation ("OS MGP"), Oak Hill Securities
GenPar II, L.P., a Delaware limited partnership ("OS GenPar2"), and Oak Hill
Securities MGP II, Inc., a Delaware corporation ("OS MGP2"). The following
paragraphs provide the applicable information required by Item 2 with respect to
each of the Principal Issuer
<PAGE>
7
Stockholders, OCP GenPar, OS MGP, OS GenPar2 and OS MGP2, which information is
based on (i) information disclosed by the Issuer and the Principal Issuer
Stockholders in their respective public filings with the Securities and Exchange
Commission and (ii) on information provided by the Principal Issuer Stockholders
to MeriStar:
OCP is a Delaware limited partnership, the principal business of which
is making investments in public and private securities. The principal business
address of OCP is 201 Main Street, Suite 2300, Fort Worth, Texas 76102. OCP
serves as the general partner of OSLP.
OCMP is a Delaware limited partnership, the principal business of which
is making investments in public and private securities. The principal business
address of OCMP is 201 Main Street, Suite 2300, Fort Worth, Texas 76102. OCMP is
a limited partner of OSLP.
OCP GenPar is a Delaware limited partnership, the principal business of
which is acting as general partner of OCP and OCMP. The principal business
address of OCP GenPar, which also serves as its principal office, is 201 Main
Street, Suite 3100, Fort Worth, Texas 76102.
OCP MGP is a Delaware limited liability company, the principal business
of which is acting as general partner of OCP GenPar. The principal business
address of OCP MGP, which also serves as its principal office, is 201 Main
Street, Suite 3100, Fort Worth, Texas 76102.
OSF is a Delaware limited partnership, the principal business of which
is making investments in public and private securities. The principal business
address of OSF, which also serves as its principal office, is 201 Main Street,
Suite 3100, Fort Worth, Texas 76102. OSF is a limited partner of OSLP.
OS GenPar is a Delaware limited partnership, the principal business of
which is acting as general partner to OSF. The principal business address of OS
GenPar, which also serves as its principal office, is 201 Main Street, Suite
3100, Fort Worth, Texas 76102.
OS MGP is a Delaware corporation, the principal business of which is
acting as general partner to OS GenPar. The principal business address of OS
MGP, which also serves as its principal office, is 65 East 55th Street, 32nd
Floor, New York, New York 10022.
OSF2 is a Delaware limited partnership, the principal business of which
is making investments in public and private securities. The principal business
address of OSF2, which also serves as its principal office, is 201 Main Street,
Suite 3100, Fort Worth, Texas 76102.
OS GenPar2 is a Delaware limited partnership, the principal business of
which is acting as general partner to OSF2. The principal business address of OS
GenPar2, which also serves as its principal office, is 201 Main Street, Suite
3100, Fort Worth, Texas 76102.
OS MGP2 is a Delaware corporation, the principal business of which is
acting as general partner to OS GenPar2. The principal business address of OS
MGP2, which also serves as its principal office, is 65 East 55th Street, 32nd
Floor, New York, New York 10022.
OSLP is a Delaware limited partnership, the principal business of which
is investing in public and private equity securities. The principal business
address of OSLP, which also serves as its principal office, is 201 Main Street,
Suite 3100, Fort Worth, Texas 76102.
<PAGE>
8
Leslie B. Otten is a citizen of the United States whose principal
business address is c/o American Skiing Company, Sunday River Access Road,
Bethel, Maine 04217. Mr. Otten serves as Chairman and Chief Executive Officer of
the Issuer.
Madeleine is a New York limited liability company, the principal
business of which is investing in public and private equity securities and
managing private investment funds. The principal business address of Madeleine,
which also serves as its principal office, is 450 Park Avenue, 28th Floor, New
York, New York 10022.
To the knowledge of MeriStar, none of the persons or entities listed in
response to this Item 5(b) nor any executive officer, director or controlling
person of any of them, has, during the last five years, been convicted in any
criminal proceeding excluding traffic violations or similar misdemeanors.
To the knowledge of MeriStar, none of the persons or entities listed in
response to this Item 5(b) nor any executive officer, director or controlling
person of any of them, has, during the last five years, been a party to a civil
proceeding or a judicial or administrative body of competent jurisdiction as a
result of which it was or is subject to a judgment, decree or final order
enjoining violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with respect to such
laws.
(c) Neither MeriStar nor, to its knowledge, any of the persons
identified on Schedule 1, has effected any transactions in the Issuer's Common
Stock during the past 60 days, except as set forth herein.
(d) To the knowledge of MeriStar, only the persons and entities
listed in response to Item 5(b) of this Statement have the right to receive, or
the power to direct the receipt of, dividends from, or the proceeds from the
sale of the shares of Common Stock of the Issuer reported herein as beneficially
owned by MeriStar.
(e) Paragraph (e) of Item 5 is inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Reference is made to the Introduction and Item 5 of this Statement,
which are incorporated by reference herein, for the description of the
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 of this Statement and between such persons and
any person with respect to any securities of the Issuer, including but not
limited to the transfer or voting of any of the securities, finder fees, joint
ventures, loan or option agreements, 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 1 Agreement and Plan of Merger, dated as of December 8, 2000,
among the Issuer, MeriStar and ASC MergerSub (incorporated by
reference to Exhibit 2.1 to MeriStar's current report on Form
8-K filed on December 12, 2000).
<PAGE>
9
Exhibit 2 Voting and Recapitalization Agreement, dated as of December 8,
2000, among MeriStar, the Issuer and the Principal Issuer
Stockholders (incorporated by reference to Exhibit 2.2 to
MeriStar's current report on Form 8-K filed on December 12,
2000).
Exhibit 3 Voting Agreement, dated December 8, 2000, among MeriStar, the
Issuer, OCP, OCMP, F.W. Hospitality, L.P., Arbor REIT, L.P.,
MHX Investors, L.P. (incorporated by reference to Exhibit 9.1
to MeriStar's current report on Form 8-K filed on December 12,
2000).
SIGNATURE
After reasonable inquiry and to my best knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 18, 2000
MERISTAR HOTELS & RESORTS, INC.
By: /s/ Christopher L. Bennett
----------------------------------
Christopher L. Bennett
Vice President, Legal and Secretary
<PAGE>
10
SCHEDULE 1
INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE
OFFICERS AND DIRECTORS OF MERISTAR HOTELS & RESORTS, INC.
The following information sets forth the name, business address and
present principal occupation of each of the directors and executive officers of
MeriStar. The business address of each director and executive officer of
MeriStar is 1010 Wisconsin Avenue NW, Washington, D.C. 20007. Each of the
directors and executive officers of MeriStar is a citizen of the United States.
<TABLE>
<CAPTION>
------------------------------------- ----------------------------------- -----------------------------------
NAME OF OFFICER OR DIRECTOR PRESENT PRINCIPAL OCCUPATION COMMON STOCK BENEFICIALLY OWNED
------------------------------------- ----------------------------------- -----------------------------------
<S> <C> <C>
Daniel L. Doctoroff Managing Partner at Oak Hill None
(Director) Capital Management, Inc., the
management company for a number
of private investment funds.
------------------------------------- ----------------------------------- -----------------------------------
Kent R. Hance Partner at Hance, Scarborough and None
(Director) Wright, L.L.P., a law firm.
------------------------------------- ----------------------------------- -----------------------------------
Steven D. Jorns Vice Chairman of MeriStar and None
(Director) MeriStar Hospitality Corporation,
a real estate investment trust
specializing in hotel properties
and Director of MeriStar
------------------------------------- ----------------------------------- -----------------------------------
S. Kirk Kinsell President and CEO of MiCELL None
(Director) Technologies, Inc. a developer
and manufacturer of
environmentally-friendly cleaning
products
------------------------------------- ----------------------------------- -----------------------------------
David E. McCaslin President of MeriStar None
(Director)
------------------------------------- ----------------------------------- -----------------------------------
James B. McCurry Partner at Bain & Company, an None
(Director) international management
consulting firm specializing in
corporate strategy
------------------------------------- ----------------------------------- -----------------------------------
Paul W. Whetsell Chief Executive Officer and 5,000 shares (in the form of options
(Chairman) Chairman of the Board of MeriStar to purchase Common Stock)
and MeriStar Hospitality
Corporation
------------------------------------- ----------------------------------- -----------------------------------
James R. Worms Managing Director at William E. None
(Director) Simon & Sons L.L.C., a private
investment firm and merchant bank
------------------------------------- ----------------------------------- -----------------------------------
James A. Calder Chief Financial Officer of None
MeriStar
------------------------------------- ----------------------------------- -----------------------------------
John E. Plunket Executive Vice President, Finance None
and Development
------------------------------------- ----------------------------------- -----------------------------------
John Emery Chief Operating Officer of
MeriStar Hospitality and Chief
Investment Officer of MeriStar
------------------------------------- ----------------------------------- -----------------------------------
</TABLE>
<PAGE>
11
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
--- -----------
1 Agreement and Plan of Merger, dated as of December 8, 2000,
among the Issuer, MeriStar and ASC MergerSub (incorporated by
reference to Exhibit 2.1 to MeriStar's current report on Form
8-K filed on December 12, 2000).
2 Voting and Recapitalization Agreement, dated as of December 8,
2000, among MeriStar, the Issuer and the Principal Issuer
Stockholders (incorporated by reference to Exhibit 2.2 to
MeriStar's current report on Form 8-K filed on December 12,
2000).
3 Voting Agreement, dated December 8, 2000, among MeriStar, the
Issuer, OCP, OCMP, F.W. Hospitality, L.P., Arbor REIT, L.P.,
MHX Investors, L.P. (incorporated by reference to Exhibit 9.1
to MeriStar's current report on Form 8-K filed on December 12,
2000).
