SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
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)
August 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).
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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:
1,320,900*
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): 5.3%*
14) Type of Reporting Person (See Instructions): IA, IN
______________________
* As of August 26, 1998, Pequod Investments, L.P., a New York limited
partnership, was the holder of 719,938 shares of the Common Stock, par value
$0.01 per share (the "Shares"), of Meristar Hotels & Resorts, Inc. and Pequod
International, Ltd., a corporation organized under the laws of the Bahamas, was
the holder of 585,962 Shares. Jonathan Gallen possesses sole power to vote and
direct the disposition of all Shares held by Pequod Investments, L.P. and Pequod
International, Ltd. 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. Thus, for the purposes of Reg. Section 240.13d-3,
Mr. Gallen is deemed to beneficially own 1,320,900 Shares.
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per share
(the "Shares"), of Meristar Hotels & Resorts, Inc. ("Meristar"), whose principal
executive offices are located at 1010 Wisconsin Avenue, N.W., Washington, D.C.,
20007.
Item 2. Identity and Background.
The person filing this statement is Jonathan Gallen, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Gallen
serves, indirectly through one or more entites, as the investment advisor for,
and exercises investment authority for Pequod Investments, L.P., a New York
limited partnership ("Pequod"), and for Pequod International, Ltd., a
corporation organized under the laws of the Bahamas ("International," and
together with Pequod, the "Funds"). The Funds are engaged in the investment in
personal property of all kinds, including but not limited to capital stock,
depository receipts, investment companies, mutual funds, subscriptions,
warrants, bonds, notes, debentures, options and other securities of whatever
kind and nature. Mr. Gallen also provides investment management services for an
independent third party (the "Account").
Mr. Gallen has never been convicted in any criminal proceeding, nor
has he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now 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. Mr. Gallen is a citizen
of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Pequod paid an aggregate of approximately $2,100,000 for the 719,938
Shares purchased by it, International paid an aggregate of approximately
$1,738,000 for the 585,962 Shares purchased by it, the Account paid an aggregate
of approximately $15,625 for the 5,000 Shares purchased by it and Mr. Gallen's
wife paid an aggregate of approximately $32,194 for the 10,000 Shares purchased
by her. All funds used to purchase Shares on behalf of Pequod and International
have come directly from the assets of Pequod or International, respectively.
Item 4. Purpose of Transaction.
The acquisition of Shares referred to in Item 5 is for investment
purposes. Mr. Gallen has no present plans or intentions which relate to or would
result in any of the transactions required to be described in Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
Based upon information provided by Meristar, there were 24,948,754
Shares outstanding as of August 26, 1998.
As of August 26, 1998, Pequod was the holder of 719,938 Shares and
International was the holder of 585,962 Shares. Mr. Gallen possesses sole power
to vote and direct the disposition of all Shares held by the Funds. In addition,
as of August 26, 1998, 10,000 Shares were held by Mr. Gallen's wife and 5,000
Shares were held by the Account. Thus, as of August 26, 1998, for the purposes
of Reg. Section 240.13d-3, Mr. Gallen is deemed to beneficially own 1,320,900
Shares, or 5.3% of the Shares issued and outstanding as of that date.
During the past sixty days, 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:
I. Pequod Investments, L.P.
(Purchases)
Date Quantity Price
August 1, 1998 140,000 $3.00
August 3, 1998 28,000 3.71
August 4, 1998 5,000 3.92
August 4, 1998 21,000 2.79
August 6, 1998 25,300 3.03
August 10, 1998 7,000 3.17
August 11, 1998 12,500 3.09
August 12, 1998 56,200 3.03
August 12, 1998 37,200 3.03
August 12, 1998 18,800 3.03
August 18, 1998 50,000 3.17
August 18, 1998 24,000 3.27
August 18, 1998 45,000 2.57
August 19, 1998 25,000 2.67
August 20, 1998 95,000 2.61
August 24, 1998 10,000 2.66
August 25, 1998 57,200 2.64
August 26, 1998 35,000 2.79
August 26, 1998 27,738 2.78
(Sales)
None
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II. Pequod International, Ltd.
(Purchases)
Date Quantity Price
August 1, 1998 122,700 $3.00
August 3, 1998 35,600 3.71
August 4, 1998 5,000 3.92
August 4, 1998 3,700 2.79
August 6, 1998 25,300 3.03
August 10, 1998 7,000 3.17
August 11, 1998 12,500 3.09
August 12, 1998 50,000 3.03
August 12, 1998 37,200 3.03
August 18, 1998 50,000 3.17
August 18, 1998 24,000 3.27
August 18, 1998 15,000 2.57
August 19, 1998 25,000 2.67
August 20, 1998 60,000 2.61
August 24, 1998 3,500 2.60
August 24, 1998 3,100 2.66
August 25, 1998 43,400 2.64
August 26, 1998 35,962 2.78
(Sales)
None
III. The Account
On August 10, 1998, 5,000 Shares were purchased on behalf of the
Account for $15,625, or $3.13 per Share.
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IV. Mr. Gallen's Wife
(Purchases)
Date Quantity Price
August 3, 1998 5,000 3.71
August 20, 1998 3,700 2.73
August 21, 1998 1,300 2.74
(Sales)
None
All purchases listed in this Item 5 were effected in ordinary
brokerage transactions.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of Meristar between Mr. Gallen and any
person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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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.
September 4, 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).
