<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Interstate Hotels Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock (Par Value $ 0.01 Per Share)
--------------------------------------------------------------------------------
(Title of Class of Securities)
46088R108
--------------------------------------------------------------------------------
(CUSIP Number)
<TABLE>
<S> <C>
Jonathan L. Mechanic, Esq. Richard E. Schatz, Esq.
Fried, Frank, Harris, Shriver & Jacobson Stearns Weaver Miller Weissler Alhadeff &
One New York Plaza Sitterson, P.A.
New York, NY 10004 150 West Flagler Street, Suite 2200
(212) 859-8000 Miami, Florida 33130
(305) 789-3570
</TABLE>
Jeff W. Dorrill, Esq.
Hughes & Luce LLP
1717 Main Street
Suite 2800
Dallas, TX 75201
(214) 939-5425
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
October 20, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
<PAGE> 2
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CGLH PARTNERS I LP
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,250,000*
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,250,000*
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646**
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%***
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. See Item 5
** Represents the aggregate amount beneficially owned by both CGLH Partners I
LP and CGLH Partners II LP, which together hold all the securities
initially issued pursuant to the Securities Purchase Agreement (defined
herein). The terms of the securities prohibit any single holder from
exercising the right to convert any securities if the conversion would
cause such holder and its affiliates or any group of which any of them is a
member to have beneficial ownership of more than 49% of the Company's Class
A Common Stock after the conversion. If this restriction were not
applicable, the securities held by CGLH Partners I LP and CGLH Partners II
LP would, initially, be convertible into an aggregate of 7,500,000 shares
of Class A Common Stock. See Item 5.
*** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities held by
CGLH Partners I LP and CGLH Partners II LP would, initially, be convertible
into an aggregate of 7,500,000 shares of Class A Common Stock (55.2%).
-2-
<PAGE> 3
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CGLH PARTNERS II LP
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 5,778,646*
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
5,778,646*
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646**
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%***
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. See Item 5.
** Represents the aggregate amount beneficially owned by both CGLH Partners I
LP and CGLH Partners II LP, which together hold all the securities
initially issued pursuant to the Securities Purchase Agreement (defined
herein). The terms of the securities prohibit any single holder from
exercising the right to convert any securities if the conversion would
cause such holder and its affiliates or any group of which any of them is a
member to have beneficial ownership of more than 49% of the Company's Class
A Common Stock after the conversion. If this restriction were not
applicable, the securities held by CGLH Partners I LP and CGLH Partners II
LP would, initially, be convertible into an aggregate of 7,500,000 shares
of Class A Common Stock. See Item 5.
*** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities held by
CGLH Partners I LP and CGLH Partners II LP would, initially, be convertible
into an aggregate of 7,500,000 shares of Class A Common Stock (55.2%).
-3-
<PAGE> 4
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LB INTERSTATE GP LLC
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. The terms of the securities prohibit
any single holder from exercising the right to convert any securities if
the conversion would cause such holder and its affiliates or any group of
which any of them is a member to have beneficial ownership of more than 49%
of the Company's Class A Common Stock after the conversion. If this
restriction were not applicable, the securities would be convertible into
an aggregate of 7,500,000 shares of Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-4-
<PAGE> 5
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LB INTERSTATE LP LLC
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. The terms of the securities prohibit
any single holder from exercising the right to convert any securities if
the conversion would cause such holder and its affiliates or any group of
which any of them is a member to have beneficial ownership of more than 49%
of the Company's Class A Common Stock after the conversion. If this
restriction were not applicable, the securities would be convertible into
an aggregate of 7,500,000 shares of Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-5-
<PAGE> 6
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAMI LLC
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. The terms of the securities prohibit
any single holder from exercising the right to convert any securities if
the conversion would cause such holder and its affiliates or any group of
which any of them is a member to have beneficial ownership of more than 49%
of the Company's Class A Common Stock after the conversion. If this
restriction were not applicable, the securities would be convertible into
an aggregate of 7,500,000 shares of Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-6-
<PAGE> 7
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PROPERTY ASSET MANAGEMENT INC.
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. The terms of the securities prohibit
any single holder from exercising the right to convert any securities if
the conversion would cause such holder and its affiliates or any group of
which any of them is a member to have beneficial ownership of more than 49%
of the Company's Class A Common Stock after the conversion. If this
restriction were not applicable, the securities would be convertible into
an aggregate of 7,500,000 shares of Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-7-
<PAGE> 8
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LEHMAN ALI INC.
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. The terms of the securities prohibit
any single holder from exercising the right to convert any securities if
the conversion would cause such holder and its affiliates or any group of
which any of them is a member to have beneficial ownership of more than 49%
of the Company's Class A Common Stock after the conversion. If this
restriction were not applicable, the securities would be convertible into
an aggregate of 7,500,000 shares of Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-8-
<PAGE> 9
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LEHMAN BROTHERS HOLDINGS INC.
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC/CO
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. The terms of the securities prohibit
any single holder from exercising the right to convert any securities if
the conversion would cause such holder and its affiliates or any group of
which any of them is a member to have beneficial ownership of more than 49%
of the Company's Class A Common Stock after the conversion. If this
restriction were not applicable, the securities would be convertible into
an aggregate of 7,500,000 shares of Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-9-
<PAGE> 10
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MK/CG GP LLC
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. The terms of the securities prohibit
any single holder from exercising the right to convert any securities if
the conversion would cause such holder and its affiliates or any group of
which any of them is a member to have beneficial ownership of more than 49%
of the Company's Class A Common Stock after the conversion. If this
restriction were not applicable, the securities would be convertible into
an aggregate of 7,500,000 shares of Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-10-
<PAGE> 11
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MK/CG LP LLC
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. The terms of the securities prohibit
any single holder from exercising the right to convert any securities if
the conversion would cause such holder and its affiliates or any group of
which any of them is a member to have beneficial ownership of more than 49%
of the Company's Class A Common Stock after the conversion. If this
restriction were not applicable, the securities would be convertible into
an aggregate of 7,500,000 shares of Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-11-
<PAGE> 12
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CG INTERSTATE ASSOCIATES LLC
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. The terms of the securities prohibit
any single holder from exercising the right to convert any securities if
the conversion would cause such holder and its affiliates or any group of
which any of them is a member to have beneficial ownership of more than 49%
of the Company's Class A Common Stock after the conversion. If this
restriction were not applicable, the securities would be convertible into
an aggregate of 7,500,000 shares of Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-12-
<PAGE> 13
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CONTINENTAL GENCOM HOLDINGS, LLC
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. The terms of the securities prohibit
any single holder from exercising the right to convert any securities if
the conversion would cause such holder and its affiliates or any group of
which any of them is a member to have beneficial ownership of more than 49%
of the Company's Class A Common Stock after the conversion. If this
restriction were not applicable, the securities would be convertible into
an aggregate of 7,500,000 shares of Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-13-
<PAGE> 14
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KFP INTERSTATE, LLC
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. The terms of the securities prohibit
any single holder from exercising the right to convert any securities if
the conversion would cause such holder and its affiliates or any group of
which any of them is a member to have beneficial ownership of more than 49%
of the Company's Class A Common Stock after the conversion. If this
restriction were not applicable, the securities would be convertible into
an aggregate of 7,500,000 shares of Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-14-
<PAGE> 15
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GROSVENOR, LLC
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. The terms of the securities prohibit
any single holder from exercising the right to convert any securities if
the conversion would cause such holder and its affiliates or any group of
which any of them is a member to have beneficial ownership of more than 49%
of the Company's Class A Common Stock after the conversion. If this
restriction were not applicable, the securities would be convertible into
an aggregate of 7,500,000 shares of Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-15-
<PAGE> 16
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
QUADRANGLE TRUST COMPANY (BVI) LIMITED
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. The terms of the securities prohibit
any single holder from exercising the right to convert any securities if
the conversion would cause such holder and its affiliates or any group of
which any of them is a member to have beneficial ownership of more than 49%
of the Company's Class A Common Stock after the conversion. If this
restriction were not applicable, the securities would be convertible into
an aggregate of 7,500,000 shares of Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-16-
<PAGE> 17
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KFP HOLDINGS, LTD.
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/AF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable. The terms of the securities prohibit
any single holder from exercising the right to convert any securities if
the conversion would cause such holder and its affiliates or any group of
which any of them is a member to have beneficial ownership of more than 49%
of the Company's Class A Common Stock after the conversion. If this
restriction were not applicable, the securities would be convertible into
an aggregate of 7,500,000 shares of Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-17-
<PAGE> 18
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHERWOOD M. WEISER
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 22,757
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
22,757
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,801,403*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable together, in the case of line 11, with
the shares of Common Stock currently owned by the Reporting Person. The
terms of the securities prohibit any single holder from exercising the
right to convert any securities if the conversion would cause such holder
and its affiliates or any group of which any of them is a member to have
beneficial ownership of more than 49% of the Company's Class A Common Stock
after the conversion. If this restriction were not applicable, the
securities would be convertible into an aggregate of 7,500,000 shares of
Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-18-
<PAGE> 19
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DONALD E. LEFTON
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 21,505
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
21,505
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,800,151*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable together, in the case of line 11, with
the shares of Common Stock currently owned by the Reporting Person. The
terms of the securities prohibit any single holder from exercising the
right to convert any securities if the conversion would cause such holder
and its affiliates or any group of which any of them is a member to have
beneficial ownership of more than 49% of the Company's Class A Common Stock
after the conversion. If this restriction were not applicable, the
securities would be convertible into an aggregate of 7,500,000 shares of
Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-19-
<PAGE> 20
SCHEDULE 13D
---------------------------------
CUSIP No. 46088R108
---------------------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KARIM ALIBHAI
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 30,000
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,778,646*
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
30,000
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,778,646*
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,808,646*
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%**
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
---------- ---------------------------------------------------------------------
* Represents the number of shares of Common Stock into which the Series A
Preferred Stock and Notes beneficially owned by the Reporting Person are
initially convertible or exercisable together, in the case of line 11, with
the shares of Common Stock currently owned by the Reporting Person. The
terms of the securities prohibit any single holder from exercising the
right to convert any securities if the conversion would cause such holder
and its affiliates or any group of which any of them is a member to have
beneficial ownership of more than 49% of the Company's Class A Common Stock
after the conversion. If this restriction were not applicable, the
securities would be convertible into an aggregate of 7,500,000 shares of
Class A Common Stock. See Item 5.
** Represents percent of class outstanding, initially, based on 6,091,802
shares of Class A Common Stock issued and outstanding as represented by the
Issuer in the Securities Purchase Agreement (defined herein). The terms of
the securities prohibit any single holder from exercising the right to
convert any securities if the conversion would cause such holder and its
affiliates or any group of which any of them is a member to have beneficial
ownership of more than 49% of the Company's Class A Common Stock after the
conversion. If this restriction were not applicable, the securities would
be convertible into an aggregate of 7,500,000 shares of Class A Common
Stock (55.2%).
-20-
<PAGE> 21
Pursuant to Rule 13d-2(a) of Regulation 13D of the general
Rules and Regulations under the Securities Exchange Act of 1934, as amended,
the undersigned hereby amends its Schedule 13D statement the "Original
Statement" dated September 10, 2000 relating to the shares of common stock, par
value $.01 per share (the "Common Stock") of Interstate Hotels Corporation, a
Maryland corporation (the "Company") as set forth herein. Capitalized terms used
herein but not defined shall have the meanings set forth in the original
statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated as follows:
This Schedule 13D is being filed jointly on behalf of the
following persons (collectively the "Reporting Persons")1
CGLH Partners I LP, a Delaware limited partnership;
CGLH Partners II LP, a Delaware limited partnership;
LB Interstate GP LLC, a Delaware limited liability company;
LB Interstate LP LLC, a Delaware limited liability company;
PAMI LLC, a Delaware limited liability company;
Property Asset Management Inc., a Delaware corporation;
Lehman ALI Inc., a Delaware corporation;
Lehman Brothers Holdings Inc., a Delaware corporation;
MK/CG GP LLC, a Delaware limited liability company;
MK/CG LP LLC, a Delaware limited liability company;
CG Interstate Associates LLC, a Delaware limited liability company;
Continental Gencom Holdings, LLC, a Delaware limited liability company;
KFP Interstate, LLC, a Delaware limited liability company;
Grosvenor, LLC, a Texas limited liability company;
Quadrangle Trust Company (BVI) Limited, a British Virgin Islands corporation,
as Trustee of The Sutherland Trust;
KFP Holdings, Ltd., a Texas limited partnership;
Sherwood M. Weiser, an individual, and a citizen of the United States of
America;
Donald E. Lefton, an individual, and a citizen of the United States of America;
Karim Alibhai, an individual, and a citizen of the United States of America;
CGLH Partners I LP and CGLH Partners II LP are collectively
referred to as the "CGLH Partnerships". The CGLH Partnerships make investments
for long term appreciation. LB Interstate GP LLC and MK/CG GP LLC are both
General Partners of each of the CGLH Partnerships and together make all of the
investment decisions on behalf of the CGLH Partnerships. LB Interstate LP LLC
and MK/CG LP LLC are both Limited Partners of each of the CGLH Partnerships.
--------
1 Neither the present filing nor anything contained herein will be
construed as an admission that any Reporting Person constitutes a
"person" for any purpose other than for compliance with Section 13(d)
of the Securities Exchange Act of 1934, as amended.
-21-
<PAGE> 22
MK/CG GP LLC and MK/CG LP LLC each make investments for long
term appreciation. MK/CG GP LLC and MK/CG LP LLC are each owned 66.67% by CG
Interstate Associates LLC and 33.33% by KFP Interstate, LLC, which together make
all of the investment decisions on behalf of each of MK/CG GP LLC and MK/CG LP
LLC. The business address of each of MK/CG GP LLC and MK/CG LP LLC is 3250 Mary
Street, Suite 500, Miami, Florida 33133.
CG Interstate Associates LLC makes investments for long term
appreciation. CG Interstate Associates LLC participates in investment decisions
made on behalf of MK/CG GP LLC and MK/CG LP LLC as a Managing Member of those
entities. CG Interstate Associates LLC is a wholly owned subsidiary of
Continental Gencom Holdings, LLC, which makes all investment decisions on its
behalf as its Managing Member.
Continental Gencom Holdings, LLC makes investments for long
term appreciation. It is owned 30% by Sherwood M. Weiser, 30% by Donald E.
Lefton, and 40% by Karim Alibhai, who are each a Managing Member of Continental
Gencom Holdings, LLC, and who together make all of its investment decisions.
CG Interstate Associates LLC, Continental Gencom Holdings,
LLC, Sherwood M. Weiser, Donald E. Lefton, and Karim Alibhai are collectively
referred to herein as the "CG Investors". The business address of each of the CG
Investors is 3250 Mary Street, Suite 500, Miami, Florida 33133.
KFP Interstate, LLC makes investments for long term
appreciation. KFP Interstate, LLC participates in investment decisions made on
behalf of MK/CG GP LLC and MK/CG LP LLC. KFP Interstate, LLC is a wholly owned
subsidiary of KFP Holdings, Ltd.
KFP Holdings Ltd. makes investments for long term
appreciation. It is owned 1% by Grosvenor, LLC and 33% by each of Jaffer Khimji
Grantor Trust, St. Giles Trust and Mahmood Khimji. Grosvenor, LLC is its General
Partner and makes all investment decisions on its behalf.
Grosvenor, LLC is wholly owned by Quadrangle Trust Company
(BVI) Limited as sole Trustee of The Sutherland Trust, a discretionary trust
which makes investments for long term appreciation. Quadrangle Trust Company
(BVI) Limited is a company regulated and licensed by the British Virgin Islands
government that provides trustee services. Its principal place of business is
PO Box 438, Tropic Isle Building, Wickshams Cay 1, Roadtown, Tortola, British
Virgin Islands.
KFP Interstate, LLC, KFP Holdings, Ltd., Grosvenor, LLC, and
Quadrangle Trust Company (BVI) Limited are collectively referred to herein as
the "KFP Investors".
LB Interstate GP LLC and LB Interstate LP LLC each make
investments for long term appreciation. Each is wholly owned by PAMI LLC, which
makes all investment decisions on its behalf.
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<PAGE> 23
PAMI LLC makes investments for long term appreciation. It is
wholly owned by Property Asset Management Inc., which makes all investment
decisions on its behalf.
Property Asset Management Inc. makes investments for long term
appreciation. It is 99.75% owned by Lehman ALI Inc., which makes all investment
decisions on its behalf.
Lehman ALI Inc. makes investments for long term appreciation.
It is wholly owned by Lehman Brothers Holdings Inc., which makes all investment
decisions on its behalf.
Lehman Brothers Holdings Inc., through its domestic and
foreign subsidiaries, is a full line securities firm.
LB Interstate GP LLC, LB Interstate LP LLC, PAMI LLC, Property
Asset Management Inc., Lehman ALI Inc. and Lehman Brothers Holdings Inc. are
collectively referred to herein as the "Lehman Investors".
The business address of, and the name, business address,
present principal occupation or employment and citizenship of each executive
officer and director or limited partner of Reporting Persons Property Asset
Management Inc., Lehman ALI Inc., Lehman Brothers Holding Inc., KFP Holdings
Inc. and Quadrangle Trust Company (BVI) Limited are set forth in Schedules A
through E hereto which are incorporated herein by reference.
During the last five years, none of the Reporting Persons nor,
to the knowledge of each of the Reporting Persons, the persons listed on
Schedules A through E hereto (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violation with respect to such laws, with the potential exceptions described in
the next paragraph.
Lehman Brothers Inc., an affiliate of the Lehman Investors,
has been involved in a number of civil proceedings which concern matters arising
in connection with the conduct of its business. Certain of such proceedings have
resulted in findings of violation of federal or state securities laws. Each of
these proceedings was settled by Lehman Brothers Inc. consenting to the entry of
an order without admitting or denying the allegations in the complaint. All of
such proceedings are reported and summarized in the Schedule D to Lehman
Brothers Inc.'s Form BD filed with the Securities and Exchange Commission, which
descriptions are hereby incorporated by reference.
The Reporting Persons have entered into a Joint Filing
Agreement, dated as of November 6, 2000, a copy of which is attached hereto as
Exhibit 1. Neither the fact of this filing nor anything contained herein shall
be deemed an admission by the Reporting Persons that they constitute a "group"
as such term is used in Section 13(d)(1)(k) of the rules and regulations under
the Exchange Act.
Schedule E, in the form attached hereto, is hereby added to
this statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated as follows:
The CGLH Partnerships required $30,000,000 to purchase
securities pursuant to the Securities Purchase Agreement, as described in Item
4. Such securities were purchased by the CGLH Partnerships only. These funds
were obtained from capital contributions by their
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<PAGE> 24
partners, who in turn obtained such funds from their available funds as
working capital or capital contributions by their direct or indirect owners,
funded from their available funds.
None of the individuals listed on Schedules A through E hereto
has contributed any funds or other consideration towards the purchase of the
Preferred Stock and Notes (as defined in Item 4) except insofar as they may have
partnership interests in any of the Reporting Persons and have made capital
contributions to any of the Reporting Persons, as the case may be.
ITEM 4. PURPOSE OF TRANSACTION.
Consummation of Transactions
The purchase of the Notes and the Preferred Stock, each as
contemplated by the Securities Purchase Agreement, and the execution of the
other documentation at the Closing as contemplated by the Securities Purchase
Agreement, all as described in Items 4 and 6 of the Original Statement,
occurred on October 20, 2000.
-24-
<PAGE> 25
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated as follows:
(a) The information contained in Items 11 and 13 of each of
the cover pages to this Schedule 13D are incorporated herein by reference.
Based on the information disclosed by the Company in the
Securities Purchase Agreement, as of August 31, 2000, there were 6,091,802
shares of Common Stock issued and outstanding.
Pursuant to the Securities Purchase Agreement, at the closing,
the GCLH Partnerships acquired securities which are initially convertible into
shares of Common Stock at a conversion price of $4.00 per share. The terms of
the Notes and the Preferred Stock prohibit any single holder from converting
such securities if the conversion would cause such holder and its affiliates or
any group of which any of them is a member to have beneficial ownership of more
than 49% of the Company's Class A Common Stock after the conversion.
Accordingly, as at the closing, the CGLH Partnerships do not have the right to
convert the Notes and the Preferred Stock into more than 5,778,646 shares of
Common Stock. Absent this restriction, the Notes and Preferred Stock would be
initially convertible into an aggregate of 7,500,000 shares of Common Stock,
representing approximately 55.2% of the outstanding shares of Common Stock after
giving effect to the conversion. In addition, if all or part of the Notes and
Preferred Stock are transferred to unaffiliated persons so that no single person
and its affiliates would, upon conversion, own more than 49%, then 7,500,000
shares of Common Stock would be issuable upon conversion of the Notes and the
Preferred Stock.
The Lehman Investors disclaim beneficial ownership of the
shares of Common Stock beneficially owned by the CGLH Partnerships to the extent
of the interests in the CGLH
-25-
<PAGE> 26
Partnerships held by persons other than the Lehman Investors. Lehman Brothers
Inc., a wholly owned broker-dealer subsidiary of Lehman Brothers Holdings Inc.,
and other affiliates acting in the ordinary course of business as broker
dealers, may have purchased and sold shares of Common Stock on behalf of their
customers.
The CG Investors disclaim beneficial ownership of the shares
of Common Stock beneficially owned by the CGLH Partnerships to the extent of the
interests in the CGLH Partnerships held by persons other than the CG Investors.
The KFP Investors disclaim beneficial ownership of the shares
of Common Stock beneficially owned by the CGLH Partnerships to the extent of the
interests in the CGLH Partnerships held by persons other than the KFP Investors.
None of the Reporting Persons or, to the knowledge of the
Reporting Persons, the persons listed on Schedules A to E hereto beneficially
owns any shares of Common Stock other than as set forth herein.
(b) The information contained in Items 7, 8, 9 and 10 of each
of the cover pages to this Schedule 13D are incorporated herein by reference.
With respect to the Lehman Investors, neither the Lehman Investors nor to the
best knowledge of the Lehman Investors any of the persons listed in Schedules A
through C hereto know of any other person who has the right to receive or the
power to direct the receipt of, any shares of Common Stock beneficially owned by
the Lehman Investors, other than customers of Lehman Brothers over whose shares
Lehman Brothers may have investment discretion.
(c) Except as described in Item 4 of this Schedule 13D, no
transactions in the shares of Common Stock were effected by the Reporting
Persons, or, to their knowledge, any of the persons listed on Schedules A
through E hereto, during the past sixty days.
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Consummation of Transactions
The purchase of the Notes and the Preferred Stock, each as
contemplated by the Securities Purchase Agreement, and the execution of the
other documentation at the Closing as contemplated by the Securities Purchase
Agreement, all as described in Items 4 and 6 of the Original Statement,
occurred on October 20, 2000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement
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<PAGE> 27
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.
November 3, 2000
CGLH Partners I LP
By: /s/ Joseph J. Flannery
--------------------------------
Name: Joseph J. Flannery
Title: Authorized Signatory
CGLH Partners II LP
By: /s/ Joseph J. Flannery
--------------------------------
Name: Joseph J. Flannery
Title: Authorized Signatory
LB Interstate GP LLC
By: /s/ Joseph J. Flannery
--------------------------------
Name: Joseph J. Flannery
Title: Authorized Signatory
LB Interstate LP LLC
By: /s/ Joseph J. Flannery
--------------------------------
Name: Joseph J. Flannery
Title: Authorized Signatory
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<PAGE> 28
PAMI LLC
By: /s/ Joseph J. Flannery
--------------------------------
Name: Joseph J. Flannery
Title: Authorized Signatory
Property Asset Management Inc.
By: /s/ Joseph J. Flannery
--------------------------------
Name: Joseph J. Flannery
Title: Authorized Signatory
Lehman ALI Inc.
By: /s/ Joseph J. Flannery
--------------------------------
Name: Joseph J. Flannery
Title: Authorized Signatory
Lehman Brothers Holdings Inc.
By: /s/ Yon Cho
--------------------------------
Name: Yon Cho
Title: Authorized Signatory
MK/CG GP LLC
By: /s/ Sherwood M. Weiser
--------------------------------
Name: Sherwood M. Weiser
Title: Authorized Signatory
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<PAGE> 29
MK/CG LP LLC
By: /s/ Sherwood M. Weiser
--------------------------------
Name: Sherwood M. Weiser
Title: Authorized Signatory
CG Interstate Associates LLC
By: /s/ Sherwood M. Weiser
--------------------------------
Name: Sherwood M. Weiser
Title: Authorized Signatory
Continental Gencom Holdings, LLC
By: /s/ Sherwood M. Weiser
--------------------------------
Name: Sherwood M. Weiser
Title: Authorized Signatory
KFP Interstate, LLC
By: /s/ Mahmood Khimji
--------------------------------
Name: Mahmood Khimji
Title: Authorized Signatory
Grosvenor, LLC
By: /s/ Mahmood Khimji
--------------------------------
Name: Mahmood Khimji
Title: Authorized Signatory
Quadrangle Trust Company (BVI) Limited
as trustee of The Sutherland Trust
By: /s/ Judy Hylton
--------------------------------
Name: Judy Hylton
Title: Director
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<PAGE> 30
KFP Holdings, Ltd.
By: /s/ MAHMOOD KHIMJI
--------------------------------
Name: Mahmood Khimji
Title: Authorized Signature
Sherwood M. Weiser
/s/ Sherwood M. Weiser
-----------------------------------
Donald E. Lefton
/s/ Donald E. Lefton
-----------------------------------
Karim Alibhai
/s/ Karim Alibhai
-----------------------------------
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<PAGE> 31
SCHEDULE E
Executive Officers and Directors
of
Quadrangle Trust Company (BVI) Limited
The names and principal occupations of the directors and
executive officers of Quadrangle Trust Company (BVI) Limited are as set forth
below.
Name Present Principal Occupation
---- ----------------------------
Directors:
Susan Demers (a United States citizen) Attorney at Law
Insinger Trust (BVI) Limited
PO Box 438,
Tropic Isle Building,
Wicksham Cay 1,
Roadtown, Tortola,
British Virgin Islands
Grant Brown (a New Zealand citizen) Chartered Accountant
Insinger Trust (BVI) Limited
PO Box 438,
Tropic Isle Building,
Wicksham Cay 1,
Roadtown, Tortola,
British Virgin Islands
Judy Hylton (a Jamaican citizen) Attorney at Law
Insinger Trust (BVI) Limited
PO Box 438,
Tropic Isle Building,
Wicksham Cay 1,
Roadtown, Tortola,
British Virgin Islands
Raymond Page (a United Kingdom citizen) Chartered Accountant
Insinger Trust (BVI) Limited
PO Box 237,
St. Peter Port,
Gurnsey,
Channel Islands
<PAGE> 32
EXHIBITS
Exhibit 1 Joint Filing Agreement
<PAGE> 33
EXHIBIT 1 - JOINT FILING AGREEMENT
Joint Filing Agreement
The undersigned hereby agree that the Amendment No. 1 to the Statement
on Schedule 13D filed herewith (and any subsequent amendments thereto), relating
to the common stock, par value $0.01 per share, of Interstate Hotels
Corporation., is being filed jointly with the Securities and Exchange Commission
pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, on behalf of each such person.
Dated: November 6, 2000
<PAGE> 34
CGLH Partners I LP
By: /s/ JOSEPH J. FLANNERY
-------------------------------
Name: Joseph J. Flannery
Title: Authorized Signatory
CGLH Partners II LP
By: /s/ JOSEPH J. FLANNERY
-------------------------------
Name: Joseph J. Flannery
Title: Authorized Signatory
LB Interstate GP LLC
By: /s/ JOSEPH J. FLANNERY
-------------------------------
Name: Joseph J. Flannery
Title: Authorized Signatory
LB Interstate LP LLC
By: /s/ JOSEPH J. FLANNERY
-------------------------------
Name: Joseph J. Flannery
Title: Authorized Signatory
PAMI LLC
By: /s/ JOSEPH J. FLANNERY
-------------------------------
Name: Joseph J. Flannery
Title: Authorized Signatory
<PAGE> 35
Property Asset Management Inc.
By: /s/ JOSEPH J. FLANNERY
-------------------------------
Name: Joseph J. Flannery
Title: Authorized Signatory
Lehman ALI Inc.
By: /s/ JOSEPH J. FLANNERY
-------------------------------
Name: Joseph J. Flannery
Title: Authorized Signatory
Lehman Brothers Holdings Inc.
By: /s/ YON CHO
-------------------------------
Name: Yon Cho
Title: Authorized Signatory
MK/CG GP LLC
By: /s/ SHERWOOD M. WEISER
-------------------------------
Name: Sherwood M. Weiser
Title: Authorized Signatory
MK/CG LP LLC
By: /s/ SHERWOOD M. WEISER
-------------------------------
Name: Sherwood M. Weiser
Title: Authorized Signatory
<PAGE> 36
CG Interstate Associates LLC
By: /s/ SHERWOOD M. WEISER
-------------------------------
Name: Sherwood M. Weiser
Title: Authorized Signatory
Continental Gencom Holdings, LLC
By: /s/ SHERWOOD M. WEISER
-------------------------------
Name: Sherwood M. Weiser
Title: Authorized Signatory
KFP Interstate, LLC
By: /s/ MAHMOOD KHIMJI
--------------------------------
Name: Mahmood Khimji
Title: Authorized Signature
Grosvenor, LLC
By: /s/ MAHMOOD KHIMJI
--------------------------------
Name: Mahmood Khimji
Title: Authorized Signature
Quadrangle Trust Company (BVI) Limited
as trustee of The Sutherland Trust
By: /s/ JUDY HYLTON
--------------------------------
Name: Judy Hylton
Title: Director
KFP Holdings, Ltd.
By: /s/ MAHMOOD KHIMJI
--------------------------------
Name: Mahmood Khimji
Title: Authorized Signature
<PAGE> 37
Sherwood M. Weiser
/s/ SHERWOOD M. WEISER
---------------------------------
Donald E. Lefton
/s/ DONALD E. LEFTON
-----------------------------------
Karim Alibhai
/s/ KARIM ALIBHAI
-----------------------------------
