<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Meristar Hotel & Resorts, Inc.
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
589988104
----------------------------------------
(CUSIP Number)
Richard Newman
440 South LaSalle Street, Suite 1614
Chicago, Illinois 60605
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 31, 1998
------------------------------------------------------------
(Date of Event which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-(c)
[_] Rule 13d-1(d)
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 the
disclosures provided in a prior cover page.
The information required in 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 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 13G Page 2 of 15 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY)
First Capital Alliance Limited Partnership 36-3769190
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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5 SOLE VOTING POWER
1,747,300
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON ----------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
1,747,300
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,747,300 common shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.59%
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12 TYPE OF REPORTING PERSON*
PN
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<PAGE>
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CUSIP NO. 589988104 13G Page 3 of 15 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY)
First Capital Alliance L.L.C. 36-3783642
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 1,747,300
REPORTING
PERSON ----------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,747,300
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,747,300 common shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
[ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.59%
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12 TYPE OF REPORTING PERSON*
OO
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<PAGE>
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CUSIP NO. 589988104 13G Page 4 of 15 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY)
Henry Chu ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 1,747,300
REPORTING
PERSON ----------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,747,300
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,747,300 common shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
[ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.59%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
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CUSIP NO. 589988104 13G Page 5 of 15 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY)
Richard Newman ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 1,747,300
REPORTING
PERSON ----------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,747,300
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,747,300 common shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
[ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.59%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
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CUSIP NO. 589988104 13G Page 6 of 15 Pages
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SCHEDULE 13-G
Meristar Hotels & Resorts
Filed by First Capital Alliance Limited Partnership,
First Capital Alliance L.L.C.,
Richard Newman and Henry Chu
Item 1. Security and Issuer:
Meristar Hotels & Resorts, Inc.
1010 Wisconsin Ave., N.W., Ste. 650
Washington, DC 20007
Common Stock of Meristar Hotels and Resorts
Items 2-6 Inclusive for First Capital Alliance Limited Partnership
Item 2. Identity and Background:
(a) First Capital Alliance Limited Partnership
(b) Address of Principal Business:
440 S. LaSalle Street, Ste. 1614
Chicago, Illinois 60605
(c) Citizenship: United States; organized in
Illinois
(d) Common stock of Meristar Hotels and Resorts.
(e) 589988104
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b)or c), Check whether the Person Filing is a:
(a) [X] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) [_] Insurance company as defined in Section 3(a)(19)of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of
the Investment Company Act.
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14)of the
Investment Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP NO. 589988104 13G Page 7 of 15 Pages
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Item 4. Ownership
(a) Amount beneficially owned: 1,747,300
(b) Percent of class: 5.59%
(c) Number of shares as to which reporting person has:
(i) Sole power to vote or direct the vote:
1,747,300.
(ii) Shared power to vote or direct the vote:
0.
(iii) Sole power to dispose or direct the
disposition of 1,747,300.
(iv) Shared power to dispose or to direct the
disposition of 0.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
The Limited Partners of First Capital Alliance Limited Partnership have
the right to receive dividends from the proceeds from the sale of common stock
of Meristar Hotels and Resorts, Inc. No other persons, other than the persons
included in this Schedule 13G, are known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of
such securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having such purpose or effect."
<PAGE>
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CUSIP NO. 589988104 13G Page 8 of 15 Pages
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Items 2-6 Inclusive for First Capital Alliance L.L.C.
Item 2. Identity and Background:
(a) First Capital Alliance L.L.C.
(b) Address of Principal Business:
440 S. LaSalle Street, Ste. 1614
Chicago, Illinois 60605
(c) Citizenship: United States; organized
in Illinois
(d) Common stock of Meristar Hotels and Resorts.
(e) 589988104
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b)or c), Check whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) [_] Insurance company as defined in Section 3(a)(19)of
the Exchange Act.
(d) [_] Investment company registered under Section 8 of
the Investment Company Act.
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14)of the Investment Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
<PAGE>
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CUSIP NO. 589988104 13G Page 9 of 15 Pages
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Item 4. Ownership
(a) Amount beneficially owned: 1,747,300
(b) Percent of class: 5.59%
(c) Number of shares as to which reporting person has:
(i) Sole power to vote or direct the vote: 0.
(ii) Shared power to vote or direct the vote:
1,747,300.
(iii) Sole power to dispose or direct the
disposition of 0.
(iv) Shared power to dispose or to direct the
disposition of 1,747,300.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
The Limited Partners of First Capital Alliance Limited Partnership have
the right to receive dividends from the proceeds from the sale of common stock
of Meristar Hotels and Resorts, Inc. No other persons, other than the persons
included in this Schedule 13G, are known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of
such securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having such purpose or effect."
<PAGE>
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CUSIP NO. 589988104 13G Page 10 of 15 Pages
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Items 2-6 Inclusive for Henry Chu
Item 2. Identity and Background:
(a) Henry Chu
(b) Address of Principal Business:
440 S. LaSalle Street, Ste. 1614
Chicago, Illinois 60605
(c) Citizenship: United States; organized in
Illinois
(d) Common stock of Meristar Hotels and Resorts.
(e) 589988104
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b)or c), Check whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) [_] Insurance company as defined in Section 3(a)(19)of
the Exchange Act.
(d) [_] Investment company registered under Section 8 of
the Investment Company Act.
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14)of the Investment Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount beneficially owned: 1,747,300
(b) Percent of class: 5.59%
(c) Number of shares as to which reporting person has:
(i) Sole power to vote or direct the vote: 0.
(ii) Shared power to vote or direct the vote:
1,747,300.
(iii) Sole power to dispose or direct the
disposition of 0.
(iv) Shared power to dispose or to direct the
disposition of 1,747,300.
<PAGE>
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CUSIP NO. 589988104 13G Page 11 of 15 Pages
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
The Limited Partners of First Capital Alliance Limited Partnership have
the right to receive dividends from the proceeds from the sale of common stock
of Meristar Hotels and Resorts, Inc. No other persons, other than the persons
included in this Schedule 13G, are known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of
such securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having such purpose or effect."
<PAGE>
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CUSIP NO. 589988104 13G Page 12 of 15 Pages
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Items 2-6 Inclusive for Richard Newman
Item 2. Identity and Background:
(a) Richard Newman
(b) Address of Principal Business:
440 S. LaSalle Street, Ste. 1614
Chicago, Illinois 60605
(c) Citizenship: United States; organized in
Illinois
(d) Common stock of Meristar Hotels and Resorts.
(e) 589988104
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b)or c), Check whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) [_] Insurance company as defined in Section 3(a)(19)of
the Exchange Act.
(d) [_] Investment company registered under Section 8 of
the Investment Company Act.
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14)of the
Investment Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount beneficially owned: 1,747,300
(b) Percent of class: 5.59%
(c) Number of shares as to which reporting person has:
(i) Sole power to vote or direct the vote: 0.
(ii) Shared power to vote or direct the vote:
1,747,300.
(iii) Sole power to dispose or direct the
disposition of 0.
(iv) Shared power to dispose or to direct the
disposition of 1,747,300.
<PAGE>
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CUSIP NO. 589988104 13G Page 13 of 15 Pages
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
The Limited Partners of First Capital Alliance Limited Partnership have
the right to receive dividends from the proceeds from the sale of common stock
of Meristar Hotels and Resorts, Inc. No other persons, other than the persons
included in this Schedule 13G, are known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of
such securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having such purpose or effect."
<PAGE>
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CUSIP NO. 589988104 13G Page 14 of 15 Pages
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After reasonable inquiry and to the best of our knowledge and belief,
and undersigned certify that the information set forth in this statement is
true.
February 24, 1999
FIRST CAPITAL ALLIANCE LIMITED PARTNERSHIP
By: First Capital Alliance, L.L.C.,
Its general partner
By:/s/ Richard Newman
-----------------------------
Richard Newman, Manager
FIRST CAPITAL ALLIANCE L.L.C.
By: /s/ Richard Newman
-------------------------------
Richard Newman, Manager
/s/ Richard Newman
-------------------------------
Richard Newman
/s/ Henry Chu
-------------------------------
Henry Chu
<PAGE>
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CUSIP NO. 589988104 13G Page 15 of 15 Pages
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EXHIBIT TO SCHEDULE 13G
DATED FEBRUARY 24, 1999
OF
FIRST CAPITAL ALLIANCE LIMITED PARTNERSHIP
FIRST CAPITAL ALLIANCE L.L.C.
RICHARD NEWMAN AND
HENRY CHU
First Capital Alliance Limited Partnership ("FCA"), First Capital
Alliance L.L.C ("First Cap"), Richard Newman ("Newman") and Henry Chu (Chu")
hereby agree to the joint filing of the Schedule 13G to which this statement is
attached be filed on behalf of FCA, First Cap, Newman and Chu, and that any
amendments to this Schedule 13G may be filed on behalf of FCA, First Cap, Newman
and Chu.
FIRST CAPITAL ALLIANCE LIMITED PARTNERSHIP
By: First Capital Alliance, L.L.C.,
Its general partner
By:/s/ Richard Newman
-------------------------------
Richard Newman, Manager
FIRST CAPITAL ALLIANCE L.L.C.
By: /s/ Richard Newman
-------------------------------
Richard Newman, Manager
/s/ Richard Newman
-------------------------------
Richard Newman
/s/ Henry Chu
-------------------------------
Henry Chu
