SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
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)
February 1, 2000
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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
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3) SEC Use Only
________________________________________________________________________________
4) Source of Funds (See Instructions): WC, PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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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: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,200,000*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 4.1%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* As of February 1, 2000, Pequod Investments, L.P., a New York limited
partnership ("Pequod"), was the holder of 700,000 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 500,000 Shares.
Jonathan Gallen possesses sole power to vote and direct the disposition of all
Shares held by Pequod and International. Thus, for the purposes of Reg.
Section 240.13d-3, Mr. Gallen is deemed to beneficially own 1,200,000 Shares.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based upon Meristar's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, there were 29,531,599 Shares outstanding as of
November 8, 1999.
As of February 1, 2000, Pequod was the holder of 700,000 Shares and
International was the holder of 500,000 Shares. Mr. Gallen possesses sole power
to vote and direct the disposition of all Shares held by Pequod and
International. Thus, as of February 1, 2000, for the purposes of Reg. Section
240.13d-3, Mr. Gallen is deemed to beneficially own 1,200,000 Shares, or 4.1% of
the Shares then issued and outstanding, and accordingly, on February 1, 2000,
Mr. Gallen ceased to be the beneficial owner of more than five percent 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, since the most recent filing on Schedule 13D by Mr. Gallen were as
follows (each of which was effected in an ordinary brokerage transaction):
I. Pequod Investments, L.P.
(Purchases)
NONE
(Sales)
Date Quantity Price
February 1, 2000 170,000 $3.12
II. Pequod International, Ltd.
(Purchases)
NONE
(Sales)
Date Quantity Price
February 1, 2000 130,000 $3.12
<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.
February 2, 2000
/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).
