SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
MERISTAR HOTELS & RESORTS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
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589988104
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(CUSIP Number)
with a copy to:
Jonathan Gallen Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 891-2132 (973) 597-2424
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
October 26, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*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).
<PAGE>
Cusip No. 589988104
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (entities only):
Jonathan Gallen
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
3) SEC Use Only
4) Source of Funds (See Instructions): WC, PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,016,000*
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
13) Percent of Class Represented by Amount in Row (11): 7.9%*
14) Type of Reporting Person (See Instructions): IA, IN
* As of October 26, 1998, Pequod Investments, L.P., a New York limited
partnership ("Pequod"), was the holder of 1,100,000 shares of the Common Stock,
par value $0.01 per share (the "Shares"), of Meristar Hotels & Resorts, Inc.
("Meristar") and Pequod International, Ltd., a corporation organized under the
laws of the Bahamas ("International"), was the holder of 901,000 Shares.
Jonathan Gallen possesses sole power to vote and direct the disposition of all
Shares held by Pequod and International. In addition, 10,000 Shares are owned by
Mr. Gallen's wife and 5,000 Shares are owned by a third party with respect to
which Mr. Gallen exercises investment control (the "Account"). Thus, for the
purposes of Reg. Section 240.13d-3, Mr. Gallen is deemed to beneficially own
2,016,000 Shares.
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Item 5. Interest in Securities of the Issuer.
Based upon information provided by Meristar, there were 25,412,463
Shares outstanding as of September 21, 1998.
As of October 26, 1998, Pequod was the holder of 1,100,000 Shares and
International was the holder of 901,000 Shares. Mr. Gallen possesses sole power
to vote and direct the disposition of all Shares held by Pequod and
International. In addition, as of October 26, 1998, 10,000 Shares were held by
Mr. Gallen's wife and 5,000 Shares were held by the Account. Thus, as of October
26, 1998, for the purposes of Reg. Section 240.13d-3, Mr. Gallen is deemed to
beneficially own 2,016,000 Shares, or 7.9% of the Shares issued and outstanding.
Since the filing of Amendment No. 1 to Schedule 13D by Mr. Gallen
dated as of September 30, 1998, the only transactions in Shares, or securities
convertible into Shares, by Mr. Gallen or any person or entity controlled by him
or any person or entity for which he possesses voting or investment control over
the securities thereof, were as follows (each of which was effected in an
ordinary brokerage transaction):
I. Pequod Investments, L.P.
(Purchases)
Date Quantity Price
October 7, 1998 110,000 $2.10
October 9, 1998 18,000 2.05
October 26, 1998 37,000 1.91
(Sales)
NONE
<PAGE>
II. Pequod International, Ltd.
(Purchases)
Date Quantity Price
October 2, 1998 2,800 $2.54
October 7, 1998 90,000 2.10
October 9, 1998 15,500 2.05
October 26, 1998 24,500 1.91
(Sales)
NONE
<PAGE>
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.
October 28, 1998
/s/ Jonathan Gallen
Jonathan Gallen, individually and
in his capacity as the investment
advisor for Pequod Investments, L.P.
and for Pequod International, Ltd.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
