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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____1______)*
Meristar Hotels & Resorts
(Name of Issuer)
Common stock, par value $.01
(Title of Class of Securities)
589988104
(CUSIP Number)
December 31, 1999
(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-1(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 ("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).
CUSIP No. 589988104
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
First Capital Alliance Limited Partnership 36-
3769190
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
X
(b)
........................................
........................................
........................................
....................................
3.
SEC Use Only
...................................................
...................................................
......................................
4.
Citizenship or Place of Organization
Illinois
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power
1,218,150
6.
Shared Voting Power
- - 0 -
7.
Sole Dispositive Power
1,218,150
8.
Shared Dispositive Power
- - 0 -
9.
Aggregate Amount Beneficially Owned by Each
Reporting Person
1,218,150 common shares
10.
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See
Instructions).................................
11.
Percent of Class Represented by Amount in Row (11)
3.96%
12.
Type of Reporting Person (See Instructions)
PN
CUSIP No. 589988104
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
First Capital Alliance L.L.C. 36-3783642
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
X
(b)
........................................
........................................
........................................
....................................
3.
SEC Use Only
...................................................
...................................................
......................................
4.
Citizenship or Place of Organization
Illinois
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power
- - 0 -
6.
Shared Voting Power
1,218,150
7.
Sole Dispositive Power
- - 0 -
8.
Shared Dispositive Power
1,218,150
9.
Aggregate Amount Beneficially Owned by Each
Reporting Person
1,218,150 common shares
10.
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See
Instructions).................................
11.
Percent of Class Represented by Amount in Row (11)
3.96%
12.
Type of Reporting Person (See Instructions)
OO
CUSIP No. 589988104
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
Henry Chu ###-##-####
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
X
(b)
........................................
........................................
........................................
....................................
3.
SEC Use Only
...................................................
...................................................
......................................
4.
Citizenship or Place of Organization
United States Citizen
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power
- - 0 -
6.
Shared Voting Power
1,218,150
7.
Sole Dispositive Power
- - 0 -
8.
Shared Dispositive Power
1,218,150
9.
Aggregate Amount Beneficially Owned by Each
Reporting Person
1,218,150 common shares
10.
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See
Instructions).................................
11.
Percent of Class Represented by Amount in Row (11)
3.96%
12.
Type of Reporting Person (See Instructions)
IN
CUSIP No. 589988104
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
Richard Newman ###-##-####
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
X
(b)
........................................
........................................
........................................
....................................
3.
SEC Use Only
...................................................
...................................................
......................................
4.
Citizenship or Place of Organization
United States Citizen
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power
- - 0 -
6.
Shared Voting Power
1,218,150
7.
Sole Dispositive Power
- - 0 -
8.
Shared Dispositive Power
1,218,150
9.
Aggregate Amount Beneficially Owned by Each
Reporting Person
1,218,150 common shares
10.
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See
Instructions).................................
11.
Percent of Class Represented by Amount in Row (11)
3.96%
12.
Type of Reporting Person (See Instructions)
IN
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.
(a)
Name of Issuer
Meristar Hotels & Resorts, Inc.
(b)
Address of Issuer's Principal Executive
Offices
1010 Wisconsin Ave., N.W., Ste. 650
Washington, DC 20007
Common Stock of Meristar Hotels and Resorts
Item 2.
(a)
Name of Person Filing
First Capital Alliance Limited Partnership
(b)
Address of Principal Business Office or, if
none, Residence
440 S. LaSalle Street, Ste. 1614
Chicago, Illinois 60605
(c)
Citizenship
United States; organized in Illinois
(d)
Title of Class of Securities
Common stock of Meristar Hotels & Resorts.
(e)
CUSIP Number
589988104
Item 3.
If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is
a:
(a)
[ X]
Broker or dealer registered
under section 15 of the Act
(15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section
3(a)(6) of the Act (15 U.S.C.
78c).
(c)
[ ]
Insurance company as defined
in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered
under section 8 of the
Investment Company Act of
1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in
accordance with 240.13d-
1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or
endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or
control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as
defined in Section 3(b) of
the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is
excluded from the definition
of an investment company
under section 3(c)(14) of the
Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with
240.13d-1(b)(1)(ii)(J).
Item 4.
Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.
(a)
Amount beneficially owned: 1,218,150.
(b)
Percent of class: 3.96%.
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to
direct the vote
1,218,150.
(ii)
Shared power to vote or to
direct the vote
0.
(iii)
Sole power to dispose or to
direct the disposition of
1,218,150.
(iv)
Shared power to dispose or to
direct the disposition of
0.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
240.13d3(d)(1).
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that 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 [ X].
Instruction: Dissolution of a group requires a response to this
item.
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.
Certification
(a)
The following certification shall be included
if the statement is filed pursuant to
240.13d-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 are 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
that purpose or effect.
Item 2.
(a)
Name of Person Filing
First Capital Alliance L.L.C.
(b)
Address of Principal Business Office or, if
none, Residence
440 S. LaSalle Street, Ste. 1614
Chicago, Illinois 60605
(c)
Citizenship
United States; organized in Illinois
(d)
Title of Class of Securities
Common stock of Meristar Hotels and Resorts.
(e)
CUSIP Number
589988104
Item 3.
If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is
a:
(a)
[ ]
Broker or dealer registered
under section 15 of the Act
(15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section
3(a)(6) of the Act (15 U.S.C.
78c).
(c)
[ ]
Insurance company as defined
in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered
under section 8 of the
Investment Company Act of
1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in
accordance with 240.13d-
1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or
endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g)
[X]
A parent holding company or
control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as
defined in Section 3(b) of
the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is
excluded from the definition
of an investment company
under section 3(c)(14) of the
Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with
240.13d-1(b)(1)(ii)(J).
Item 4.
Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.
(a)
Amount beneficially owned: 1,218,150.
(b)
Percent of class: 3.96%.
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to
direct the vote
0.
(ii)
Shared power to vote or to
direct the vote
1,218,150.
(iii)
Sole power to dispose or to
direct the disposition of 0.
(iv)
Shared power to dispose or to
direct the disposition of
1,218,150.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
240.13d3(d)(1).
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that 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 [X].
Instruction: Dissolution of a group requires a response to this
item.
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.
Certification
(a)
The following certification shall be included
if the statement is filed pursuant to
240.13d-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 are 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
that purpose or effect.
Item 2.
(a)
Name of Person Filing
Henry Chu
(b)
Address of Principal Business Office or, if
none, Residence
440 S. LaSalle Street, Ste. 1614
Chicago, Illinois 60605
(c)
Citizenship
United States; organized in Illinois
(d)
Title of Class of Securities
Common stock of Meristar Hotels and Resorts
(e)
CUSIP Number
589988104
Item 3.
If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is
a:
(a)
[ ]
Broker or dealer registered
under section 15 of the Act
(15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section
3(a)(6) of the Act (15 U.S.C.
78c).
(c)
[ ]
Insurance company as defined
in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered
under section 8 of the
Investment Company Act of
1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in
accordance with 240.13d-
1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or
endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g)
[X]
A parent holding company or
control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as
defined in Section 3(b) of
the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is
excluded from the definition
of an investment company
under section 3(c)(14) of the
Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with
240.13d-1(b)(1)(ii)(J).
Item 4.
Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.
(a)
Amount beneficially owned: 1,218,150.
(b)
Percent of class: 3.96%.
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to
direct the vote
0.
(ii)
Shared power to vote or to
direct the vote
1,218,150.
(iii)
Sole power to dispose or to
direct the disposition of 0.
(iv)
Shared power to dispose or to
direct the disposition of
1,218,150.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
240.13d3(d)(1).
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that 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 [X].
Instruction: Dissolution of a group requires a response to this
item.
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.
Certification
(a)
The following certification shall be included
if the statement is filed pursuant to
240.13d-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 are 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
that purpose or effect.
Item 2.
(a)
Name of Person Filing
Richard Newman
(b)
Address of Principal Business Office or, if
none, Residence
440 S. LaSalle Street, Ste. 1614
Chicago, Illinois 60605
(c)
Citizenship
United States; organized in Illinois
(d)
Title of Class of Securities
Common stock of Meristar Hotels and Resorts
(e)
CUSIP Number
589988104
Item 3.
If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is
a:
(a)
[ ]
Broker or dealer registered
under section 15 of the Act
(15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section
3(a)(6) of the Act (15 U.S.C.
78c).
(c)
[ ]
Insurance company as defined
in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered
under section 8 of the
Investment Company Act of
1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in
accordance with 240.13d-
1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or
endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g)
[X]
A parent holding company or
control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as
defined in Section 3(b) of
the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is
excluded from the definition
of an investment company
under section 3(c)(14) of the
Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with
240.13d-1(b)(1)(ii)(J).
Item 4.
Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.
(a)
Amount beneficially owned: 1,218,150.
(b)
Percent of class: 3.96%.
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to
direct the vote
0.
(ii)
Shared power to vote or to
direct the vote
1,218,150.
(iii)
Sole power to dispose or to
direct the disposition of 0.
(iv)
Shared power to dispose or to
direct the disposition of
1,218,150.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
240.13d3(d)(1).
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that 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 [X].
Instruction: Dissolution of a group requires a response to this
item.
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.
Certification
(a)
The following certification shall be included
if the statement is filed pursuant to
240.13d-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 are 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
that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth
in this statement is true, complete and correct.
February 8, 2000
FIRST CAPITAL ALLIANCE LIMITED PARTNERSHIP
By: First Capital Alliance, L.L.C.,
Its general
partner
By:
_______________________
Richard
Newman, Manager
FIRST CAPITAL ALLIANCE
L.L.C
By:
______________________
.
Richard Newman, Manager
______________________
Richard
Newman
______________________
Henry Chu
EXHIBIT TO SCHEDULE 13G
DATED FEBRUARY 8, 2000
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
amended 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:
_______________________
Richard
Newman, Manager
FIRST CAPITAL ALLIANCE
L.L.C
By:
______________________
.
Richard Newman, Manager
______________________
Richard
Newman
______________________
Henry Chu
