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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 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTERSTATE HOTELS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Maryland
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(State of Incorporation
or Organization)
680 Andersen Drive, Foster Plaza Ten
Pittsburgh, Pennsylvania
(Address of principal executive offices)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
75-2767215
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(I.R.S. Employer
Identification no.)
15220
(Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ X ]
Securities Act registration statement file number to which this form relates:
333-67065
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.01 par value
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the Common Stock of the Registrant is set forth in the
information provided under "Description of Capital Stock" in the Information
Statement/Prospectus forming part of the Form S-1 Registration Statement filed
under the Securities Act of 1933, as amended, with the Securities and Exchange
Commission on November 10, 1998 (Registration No. 333-67065), as amended and
including all exhibits thereto (the "Registration Statement"), which is
incorporated herein by reference for all purposes.
ITEM 2. EXHIBITS
(1) Specimen of the Class A Common Stock certificate (to be incorporated by
reference to Exhibit 4.1 to the Registration Statement).
(2) (a) Form of Articles of Amendment and Restatement of Registrant
(incorporated by reference to Exhibit 3.1 to the Registration Statement).
(b) Form of Amended and Restated Bylaws of Registrant (incorporated by
reference to Exhibit 3.2 to the Registration Statement).
(c) Form of Shareholder Rights Plan of Registrant (incorporated by
reference to Exhibit 3.3 to the Registration Statement).
(d) Form of Distribution Agreement (incorporated by reference to Exhibit
2.1 to the Registration Statement).
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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.
INTERSTATE HOTELS CORPORATION
Date: June 2, 1999 By: /s/ J. WILLIAM RICHARDSON
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J. William Richardson
Chief Financial Officer, Executive Vice
President, Finance and Administration
