-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B6jevIt6s4znVcuNFQlq7kpQAToqA8ZLIAzmsH/pBTQuuV9eBBV9UN7kHldhv1I2 PPdJvZbJsiECgOZLxsHfzA== 0000905718-99-000556.txt : 19991206 0000905718-99-000556.hdr.sgml : 19991206 ACCESSION NUMBER: 0000905718-99-000556 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERISTAR HOTELS & RESORTS INC CENTRAL INDEX KEY: 0001059341 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 510379982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54565 FILM NUMBER: 99768720 BUSINESS ADDRESS: STREET 1: 1010 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2029654455 MAIL ADDRESS: STREET 1: 1010 WISCONSIN AVE N W CITY: WASHINGTON STATE: DC ZIP: 20007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GALLEN JONATHAN CENTRAL INDEX KEY: 0001069726 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128912132 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 (Amendment No. 3) MERISTAR HOTELS & RESORTS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) - -------------------------------------------------------------------------------- 589988104 (CUSIP Number) with a copy to: Jonathan Gallen Robert G. Minion, Esq. 450 Park Avenue Lowenstein Sandler PC 28th Floor 65 Livingston Avenue New York, New York 10022 Roseland, New Jersey 07068 (212) 891-2132 (973) 597-2424 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) August 31, 1999 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 Section 240.13d-7(b) 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 purpose of Section 18 of the Securities Exchange Act of 1934 ("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). Cusip No. 589988104 ________________________________________________________________________________ 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only): Jonathan Gallen ________________________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable ________________________________________________________________________________ 3) SEC Use Only ________________________________________________________________________________ 4) Source of Funds (See Instructions): WC, PF ________________________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable ________________________________________________________________________________ 6) Citizenship or Place of Organization: United States ________________________________________________________________________________ Number of 7) Sole Voting Power: * Shares Beneficially 8) Shared Voting Power: * Owned by Each Reporting 9) Sole Dispositive Power: * Person With: 10) Shared Dispositive Power: * ________________________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,920,000* ________________________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable ________________________________________________________________________________ 13) Percent of Class Represented by Amount in Row (11): 6.82%* ________________________________________________________________________________ 14) Type of Reporting Person (See Instructions): IA, IN ________________________________________________________________________________ * As of August 31, 1999, Pequod Investments, L.P., a New York limited partnership ("Pequod"), was the holder of 1,000,500 shares of the Common Stock, par value $0.01 per share ("Shares"), of Meristar Hotels & Resorts, Inc. ("Meristar") and Pequod International, Ltd., a corporation organized under the laws of the Bahamas ("International"), was the holder of 909,500 Shares. Jonathan Gallen possesses sole power to vote and direct the disposition of all Shares held by Pequod and International. In addition, as of August 31, 1999, Mr. Gallen was the beneficial owner of an additional 10,000 Shares. Thus, for the purposes of Reg. Section 240.13d-3, Mr. Gallen is deemed to beneficially own 1,920,000 Shares. Item 5. Interest in Securities of the Issuer. Based the Meristar's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, there were 28,162,881 Shares outstanding as of August 4, 1999. As of August 31, 1999, Pequod was the holder of 1,000,500 Shares and International was the holder of 909,500 Shares. Mr. Gallen possesses sole power to vote and direct the disposition of all Shares held by Pequod and International. During the period covered by this report, additional shares were bought and sold by Mr. Gallen for his personal Individual Retirement Account (the "IRA") and for third parties with respect to which Mr. Gallen exercises investment control (together with the IRA and Shares owned by Mr. Gallen's wife, the "Accounts"). As of August 31, 1999, there were 10,000 Shares owned by the Accounts. Thus, as of August 31, 1999, for the purposes of Reg. Section 240.13d-3, Mr. Gallen is deemed to beneficially own 1,920,000 Shares, or 6.82% of the Shares then issued and outstanding. The only transactions in Shares, or securities convertible into Shares, by Mr. Gallen or any person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof, during the 60 days prior to August 31, 1999 were as follows (each of which was effected in an ordinary brokerage transaction): I. Pequod Investments, L.P. (Purchases) NONE (Sales) NONE II. Pequod International, Ltd. (Purchases) NONE (Sales) Date Quantity Price July 29, 1999 50,000 $3.47 August 31, 1999 41,000 3.20 III. The Accounts (Purchases) NONE (Sales) Date Quantity Price July 7, 1999 600 $3.69 July 14, 1999 1,400 3.44 July 14, 1999 2,100 3.31 July 20, 1999 3,800 3.38 August 12, 1999 2,900 3.19 August 12, 1999 26,200 3.19 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. December 2, 1999 /s/ Jonathan Gallen _____________________________________________ Jonathan Gallen, individually and in his capacity as the investment advisor for Pequod Investments, L.P. and for Pequod International, Ltd. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----