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SECURITIES AND EXCHANGE COMMISION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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INTERSTATE HOTELS CORPORATION
(Name of Issuer)
Common Stock, USD0.01 par value per share 46088R108
(Title of class of securities) (CUSIP number)
David A. Harris
Odessa Limited
International House
Victoria Road
Douglas, Isle of Man
British Isles
011 44 1624 630600
(Name, address and telephone number of person authorised
to receive notices and communications)
With a copy to:
Stephen M. Besen Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153-0119
(212) 310 8000
August 15, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act. (However, see the
Notes).
(Continued on following pages)
(Page 1 of 5 Pages)
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54041.0004
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<TABLE>
<CAPTION>
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CUSIP No. 46088R108 13D Page 2 of 5
........................... ..........................................................................
<S> <C>
1 Name of Reporting Person Odessa Limited
SS or I.R.S. Identification No.
of above person
........................... ..........................................................................
2 Check the appropriate box if a member of group: A [ ]
B [ ]
........................... ..........................................................................
3 Sec Use Only
........................... ..........................................................................
4 Source of Funds: WC
........................... ..........................................................................
5 Check Box if disclosure of Legal Proceedings is
required pursuant to Item 2(d) or 2(e):
........................... ..........................................................................
6 Citizenship or place of organisation: Isle of Man, British Isles
........................... ..........................................................................
7 Sole voting power:
Number of Shares
Beneficially owned by
Each reporting
Person with
........................... ...........................................
8 Shared voting power:
........................... ...........................................
9 Sole dispositive power:
........................... ...........................................
10 Shared dispositive power:
........................... ..........................................................................
11 Aggregate amount beneficially owned by reporting person:
607,000 shares of the Common Stock, par value US$0.01 per share
........................... ..........................................................................
12 Check box if the aggregate amount in row (11) excludes certain shares:
........................... ..........................................................................
13 Percent of class represented by amount in row (11):
Approximately 9.72%
........................... ..........................................................................
14 Type of reporting person: CO
........................... ..........................................................................
</TABLE>
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ITEM 1. Security and Issuer
This statement of beneficial ownership on Schedule 13D
("Schedule 13D") relates to the common stock, par value US$0.01 per share
("Common Stock"), of Interstate Hotels Corporation (the "Issuer"). The address
of the principal executive office of the Issuer is 680 Andersen Drive, Foster
Plaza Ten, Pittsburgh, Pennsylvania 15220.
ITEM 2. Identity and Background
The person filing this Schedule 13D is Odessa Limited, a
company incorporated in the Isle of Man (the "Reporting Person"). The principal
business of the Reporting Person is property and investment holding and the
Reporting Person has its registered office and principal place of business at
International House, Victoria Road, Douglas, Isle of Man, British Isles.
The directors of the Reporting Person are David Andrew
Harris (British citizen), Katharine Georgina Harding (British citizen) and Niamh
Goddard (Irish citizen) all of whose business addresses is International House,
Victoria Road, Douglas, Isle of Man, British Isles.
All of the outstanding stock of the Reporting Person is
owned by Aundyr Trust Company Limited of International House, Victoria Road,
Douglas, Isle of Man, British Isles, as trustee of a trust. The directors of
Aundyr Trust Company Limited are David Andrew Harris, Katharine Georgina
Harding, John Michael Watterson (British citizen) and Kenneth Alec Jones
(British citizen), all of whose business addresses is International House,
Victoria Road, Douglas, Isle of Man, British Isles.
None of the Reporting Person, Aundyr Trust Company Limited
or the individuals previously referred to in this Item 2 has, during the last
five years, (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanours) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding a violation with respect to such
laws.
ITEM 3. Source and Amount of Funds or Other Consideration
The source of funds used by the Reporting Person for the
purchase of Common Stock was working capital of the Reporting Person. The
aggregate amount paid for the Common Stock acquired by the Reporting Person was
US$1,641,935. No brokerage commissions were paid.
ITEM 4. Purpose of Transaction
The Common Stock was acquired by the Reporting Person for
investment purposes.
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ITEM 5. Interest in Securities of the Issuer
(a) The Reporting Person beneficially owns 607,000 shares of Common Stock,
which represents approximately 9.72% of the outstanding Common Stock;
(b) The directors of Reporting Person jointly exercise on behalf of the
Reporting Person the voting and dispositive power with respect to the
Common Stock owned by the Reporting Person;
(c) Within the past 60 days the following transactions were effected by the
Reporting Person in the Common Stock:
Date of Transaction No. of Capital Shares Price per
Shares Purchased Share Paid
8/15/00 607,000 US$2.701/2
The foregoing transaction was an off market purchase.
(d) None
(e) Not applicable
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
To the best knowledge of the undersigned, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option agreement, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. Materials to be Filed as Exhibits
None.
(The reminder of this page intentionally left blank).
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SIGNATURES
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: 18th August 2000
ODESSA LIMITED
By: /s/ David Andrew Harris
............................
Director, duly authorised
