As filed with the Securities and Exchange Commission on December 11, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
MERISTAR HOTELS & RESORTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 15-0379982
(State of incorporation) (IRS Employer Identification No.)
1010 WISCONSIN AVENUE, N.W., WASHINGTON, D.C. 20007
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(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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RIGHTS TO PURCHASE SERIES A PREFERRED STOCK The New York Stock Exchange
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. []
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. []
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
In connection with the execution of a Merger Agreement, dated as of
December 8, 2000, among the Registrant, American Skiing Company, a Delaware
corporation, and ASC Merger Sub, Inc., a Delaware corporation, the Registrant
and Continental Stock Transfer & Trust Company, a New York corporation (the
"Rights Agent"), entered into an amendment dated as of December 8, 2000 (the
"Right Agreement Amendment"), to the Preferred Share Purchase Rights Agreement
between the Registrant and the Rights Agent, dated as of July 23, 1998, (the
"Rights Agreement") providing that the persons acquiring beneficial ownership of
MeriStar common stock in the merger and recapitalization transactions governed
by the Merger Agreement are exempt from the definition of "Acquiring Person" for
purposes of the Rights Agreement and that the Rights Agreement shall terminate
after the completion of the transactions contemplated by the Merger Agreement.
The foregoing description of the Rights Agreement Amendment is
qualified in its entirety by reference to the full text of the Rights Agreement
Amendment, a copy of which has been filed as an exhibit hereto and incorporated
by reference. Copies of the Rights Agreement and the related Summary of Rights
are available free of charge from the Registrant.
ITEM 2. EXHIBITS.
NUMBER DESCRIPTION
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4.1 Rights Agreement Amendment, dated as of December 8,
2000, between the Registrant and the Rights Agent
(incorporated by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K filed on
December 11, 2000).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
MERISTAR HOTELS & RESORTS, INC.
By: /s/ Christopher L. Bennett
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Name: Christopher L. Bennett
Title: Vice President, Legal and Secretary
Dated: December 11, 2000
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
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4.1 Rights Agreement Amendment, dated as of December 8,
2000, between the Registrant and the Rights Agent
(incorporated by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K filed on
December 11, 2000).
