UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
FILED PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 8, 2000
MERISTAR HOTELS & RESORTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-14331 51-0379982
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
(Address of principal executive offices)
Registrant's telephone number, including area code: (202) 965-4455
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FORM 8-K
ITEM 5. OTHER EVENTS
MeriStar Hotels & Resorts, Inc., a Delaware corporation ("MeriStar"),
American Skiing Company, a Delaware corporation ("American Skiing ") and ASC
Merger Sub, Inc., a Delaware corporation ("Merger Sub"), have entered into an
Agreement and Plan of Merger, dated as of December 8, 2000 (the " Merger
Agreement"). MeriStar, American Skiing and various principal stockholders of
American Skiing have entered into a Voting and Recapitalization Agreement dated
as of December 8, 2000 (the "American Skiing Voting/Recap Agreement"). MeriStar,
American Skiing and various principal stockholders of MeriStar have also entered
into a Voting Agreement dated as of December 8, 2000 (the "MeriStar Voting
Agreement"). Under the Merger Agreement, the American Skiing Voting/Recap
Agreement and the Voting Agreement, among other things:
o Merger Sub will merge with and into MeriStar, and MeriStar will become
a wholly-owned subsidiary of American Skiing (the "Merger");
o Each share of MeriStar common stock will be exchanged for the right to
receive 1.88 shares of American Skiing common stock;
o American Skiing will undergo a recapitalization;
o American Skiing will change its name to "Doral International, Inc"; and
o The principal stockholders of MeriStar and American Skiing have agreed
to vote in favor of the merger and all necessary proposals.
A more complete description of the Merger and the associated
transactions can be found in the press release attached as Exhibit 99.1 to this
report. All investors are encouraged to read, carefully and in their entirety,
the copies of the transaction agreements attached to this report as exhibits.
In connection with the execution of the Merger Agreement, MeriStar 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
MeriStar 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 are exempt from the definition of "Acquiring
Person" contained in the Rights Agreement and that the Rights Agreement shall
terminate after the completion of the transactions contemplated by the Merger
Agreement.
A copy of the Merger Agreement is being filed as Exhibit 2.1 to this
report.
A copy of the American Skiing Voting/Recap Agreement is being filed as
Exhibit 2.2 to this report.
A copy of the MeriStar Voting Agreement is being filed as Exhibit 9.1
to this report.
A copy of the Rights Agreement has been filed as Exhibit 4.4 to
MeriStar's Registration Statement on Form S-1, file no. 333-49881.
A copy of the Rights Agreement Amendment is being filed as Exhibit 4.1
to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger, dated as
of December 8, 2000, among MeriStar,
American Skiing and Merger Sub.
2.2 Voting and Recapitalization Agreement,
dated as of December 8, 2000, among
MeriStar, American Skiing and certain
stockholders specified therein.
4.1 Rights Agreement Amendment, dated
December 8, 2000, between MeriStar and
the Rights Agent.
9.1 Voting Agreement, dated as of December
8, 2000, among MeriStar, American Skiing
and certain stockholders specified
therein.
99.1 Text of joint press release, dated
December 11, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 11, 2000
MERISTAR HOTELS & RESORTS, INC
By: /s/ Christopher L. Bennett
---------------------------------------
Christopher L. Bennett
Vice President, Legal and Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger, dated as of December 8, 2000,
among MeriStar, American Skiing and Merger Sub.
2.2 Voting and Recapitalization Agreement, dated as of December 8,
2000, among MeriStar, American Skiing and certain stockholders
specified therein.
4.1 Rights Agreement Amendment, dated December 8, 2000, between
MeriStar and the Rights Agent.
9.1 Voting Agreement, dated as of December 8, 2000, among
MeriStar, American Skiing and certain stockholders specified
therein.
99.1 Text of joint press release, dated December 11, 2000.
