<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTERSTATE HOTELS CORPORATION
-----------------------------
(Exact Name of Registrant as Specified in Its Charter)
Maryland 75-2767215
---------------------------------------- ------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
Foster Plaza Ten, 680 Andersen Drive, Pittsburgh, Pennsylvania 15220
--------------------------------------------------------------------
(Address of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
Securities Act registration statement file number to which this form
relates: _________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Series A Junior Participating Cumulative Preferred Nasdaq Small Cap Market
-------------------------------------------------- -----------------------
Securities to be registered pursuant to Section 12(g) of the Act: None
_______________________________________________________________________________
(Title of class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
In August, 2000, the Board of Directors of Interstate Hotels
Corporation (the "Company") approved Amendment No. 1, effective as of August 31,
2000 (the "Amendment"), to the Rights Agreement, dated as of July 8, 1999 (the
"Rights Agreement"), between the Company and American Stock Transfer and Trust
Company (the "Rights Agent"). The Amendment made certain provisions of the
Rights Agreement inapplicable to the transactions contemplated by the Securities
Purchase Agreement, dated as of August 31, 2000, by and among the Company and
CGLH Partners I LP and CGLH Partners II LP, to ensure that the transactions
contemplated thereunder, including the conversion of the Company's 8.75%
Subordinated Convertible Notes and the Series B Convertible Preferred Stock, par
value $.01 per share, into Class A Common Stock, will not result in a
distribution of separate rights certificates or the occurrence of a distribution
date under the Rights Agreement.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, a copy of which has
been filed as an exhibit hereto and incorporated herein by reference. Copies of
the Rights Agreement, and the related Summary of Rights, which is attached as
Exhibit C to the Rights Agreement, are available free of charge from the
Company.
ITEM 2. EXHIBITS.
Number Description
------ -----------
4.1 Amendment No. 1, effective as of August 31, 2000, to the Rights
Agreement, dated as of July 8, 2000, between the Company and
American Stock Transfer Trust Company
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
INTERSTATE HOTELS CORPORATION
By: /s/ J. William Richardson
-------------------------------------
Name: J. William Richardson
Title: Vice Chairman and
Chief Financial Officer
Date: September 6, 2000
<PAGE> 4
EXHIBIT INDEX
Number Description
------ -----------
4.1 Amendment No.1, effective as of August 31, 2000, to the Rights
Agreement, dated as of July 8, 1999, between the Company and
American Stock Transfer and Trust Company.
