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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) OCTOBER 10, 2000
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INTERSTATE HOTELS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
MARYLAND
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(State or Other Jurisdiction of Incorporation)
0-26805 75-2767215
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(Commission File Number) (I.R.S. Employer Identification No.)
FOSTER PLAZA TEN, 680 ANDERSEN DRIVE, PITTSBURGH, PENNSYLVANIA 15220
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(Address of Principal Executive Offices) (Zip Code)
(412) 937-0600
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
Attached as exhibits hereto are copies of (1) a letter
received from the Shaner Hotel Group, dated October 3, 2000, with respect to its
previously announced unsolicited proposal to acquire Interstate Hotels
Corporation for $4.125 per share (the "Shaner Proposal"), (2) a press release
issued by Interstate Hotels Corporation on October 6, 2000 announcing the
Interstate Board's rejection of the Shaner Proposal, (3) a letter received from
Shaner, dated October 6, 2000, as a follow up to the Shaner Proposal, and (4)
the press release issued by Interstate Hotels Corporation on October 9, 2000
reiterating the Interstate Board's rejection of the Shaner Proposal and support
of the Lehman group investment. All exhibits are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
99.1 Letter received from Shaner dated October 3, 2000.
99.2 Press Release dated October 6, 2000.
99.3 Letter received from Shaner dated October 6, 2000.
99.4 Press Release dated October 9, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERSTATE HOTELS CORPORATION
By: /s/ J. William Richardson
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J. William Richardson
Vice Chairman and Chief Financial Officer
Date: October 10, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Letter received from Shaner dated October 3, 2000
99.2 Press Release dated October 6, 2000
99.3 Letter received from Shaner dated October 6, 2000
99.4 Press Release dated October 9, 2000
