SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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
(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 31, 1999
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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 Sections 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
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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
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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: 1,920,000*
________________________________________________________________________________
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): 6.82%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* As of August 31, 1999, Pequod Investments, L.P., a New York limited
partnership ("Pequod"), was the holder of 1,000,500 shares of the Common Stock,
par value $0.01 per share ("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 909,500 Shares.
Jonathan Gallen possesses sole power to vote and direct the disposition of all
Shares held by Pequod and International. In addition, as of August 31, 1999, Mr.
Gallen was the beneficial owner of an additional 10,000 Shares. Thus, for
the purposes of Reg. Section 240.13d-3, Mr. Gallen is deemed to beneficially own
1,920,000 Shares.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based the Meristar's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, there were 28,162,881 Shares outstanding as of August 4,
1999.
As of August 31, 1999, Pequod was the holder of 1,000,500 Shares and
International was the holder of 909,500 Shares. Mr. Gallen possesses sole power
to vote and direct the disposition of all Shares held by Pequod and
International. During the period covered by this report, additional shares were
bought and sold by Mr. Gallen for his personal Individual Retirement Account
(the "IRA") and for third parties with respect to which Mr. Gallen exercises
investment control (together with the IRA and Shares owned by Mr. Gallen's wife,
the "Accounts"). As of August 31, 1999, there were 10,000 Shares owned by the
Accounts. Thus, as of August 31, 1999, for the purposes of Reg. Section
240.13d-3, Mr. Gallen is deemed to beneficially own 1,920,000 Shares, or 6.82%
of the Shares then issued and outstanding.
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, during the 60 days prior to August 31, 1999 were as follows (each of
which was effected in an ordinary brokerage transaction):
I. Pequod Investments, L.P.
(Purchases)
NONE
(Sales)
NONE
II. Pequod International, Ltd.
(Purchases)
NONE
(Sales)
Date Quantity Price
July 29, 1999 50,000 $3.47
August 31, 1999 41,000 3.20
<PAGE>
III. The Accounts
(Purchases)
NONE
(Sales)
Date Quantity Price
July 7, 1999 600 $3.69
July 14, 1999 1,400 3.44
July 14, 1999 2,100 3.31
July 20, 1999 3,800 3.38
August 12, 1999 2,900 3.19
August 12, 1999 26,200 3.19
<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.
December 2, 1999
/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).
