-----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, US3CSzwBaGMap549rqkkoTl9OVJ19xxw5+F5japphM+0JeLjyDi91t2+4gzjsE4h jTdR8dXKER+jeWPhqveZ3g== 0001080220-00-000002.txt : 20000307 0001080220-00-000002.hdr.sgml : 20000307 ACCESSION NUMBER: 0001080220-00-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000301 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 13G/A SEC ACT: SEC FILE NUMBER: 005-54565 FILM NUMBER: 558260 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: FIRST CAPITAL ALLIANCE LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001080220 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363769190 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 440 S LASALLE STREET SUITE 1614 CITY: CHICAGO STATE: IL ZIP: 60605 BUSINESS PHONE: 3123622059 MAIL ADDRESS: STREET 1: 440 S LASALLE STREET SUITE 1614 CITY: CHICAGO STATE: IL ZIP: 60605 SC 13G/A 1 OMB APPROVAL OMB Number: 3235-0145 Expires: November 30, 1999 Estimated average burden hours per response. . . 14.9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _____1______)* Meristar Hotels & Resorts (Name of Issuer) Common stock, par value $.01 (Title of Class of Securities) 589988104 (CUSIP Number) December 31, 1999 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). First Capital Alliance Limited Partnership 36- 3769190 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ........................................ ........................................ ........................................ .................................... 3. SEC Use Only ................................................... ................................................... ...................................... 4. Citizenship or Place of Organization Illinois Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 1,218,150 6. Shared Voting Power - - 0 - 7. Sole Dispositive Power 1,218,150 8. Shared Dispositive Power - - 0 - 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,218,150 common shares 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)................................. 11. Percent of Class Represented by Amount in Row (11) 3.96% 12. Type of Reporting Person (See Instructions) PN CUSIP No. 589988104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). First Capital Alliance L.L.C. 36-3783642 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ........................................ ........................................ ........................................ .................................... 3. SEC Use Only ................................................... ................................................... ...................................... 4. Citizenship or Place of Organization Illinois Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power - - 0 - 6. Shared Voting Power 1,218,150 7. Sole Dispositive Power - - 0 - 8. Shared Dispositive Power 1,218,150 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,218,150 common shares 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)................................. 11. Percent of Class Represented by Amount in Row (11) 3.96% 12. Type of Reporting Person (See Instructions) OO CUSIP No. 589988104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Henry Chu ###-##-#### 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ........................................ ........................................ ........................................ .................................... 3. SEC Use Only ................................................... ................................................... ...................................... 4. Citizenship or Place of Organization United States Citizen Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power - - 0 - 6. Shared Voting Power 1,218,150 7. Sole Dispositive Power - - 0 - 8. Shared Dispositive Power 1,218,150 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,218,150 common shares 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)................................. 11. Percent of Class Represented by Amount in Row (11) 3.96% 12. Type of Reporting Person (See Instructions) IN CUSIP No. 589988104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Richard Newman ###-##-#### 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ........................................ ........................................ ........................................ .................................... 3. SEC Use Only ................................................... ................................................... ...................................... 4. Citizenship or Place of Organization United States Citizen Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power - - 0 - 6. Shared Voting Power 1,218,150 7. Sole Dispositive Power - - 0 - 8. Shared Dispositive Power 1,218,150 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,218,150 common shares 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)................................. 11. Percent of Class Represented by Amount in Row (11) 3.96% 12. Type of Reporting Person (See Instructions) IN SCHEDULE 13-G Meristar Hotels & Resorts Filed by First Capital Alliance Limited Partnership, First Capital Alliance L.L.C., Richard Newman and Henry Chu Item 1. (a) Name of Issuer Meristar Hotels & Resorts, Inc. (b) Address of Issuer's Principal Executive Offices 1010 Wisconsin Ave., N.W., Ste. 650 Washington, DC 20007 Common Stock of Meristar Hotels and Resorts Item 2. (a) Name of Person Filing First Capital Alliance Limited Partnership (b) Address of Principal Business Office or, if none, Residence 440 S. LaSalle Street, Ste. 1614 Chicago, Illinois 60605 (c) Citizenship United States; organized in Illinois (d) Title of Class of Securities Common stock of Meristar Hotels & Resorts. (e) CUSIP Number 589988104 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ X] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) [ ] An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 1,218,150. (b) Percent of class: 3.96%. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 1,218,150. (ii) Shared power to vote or to direct the vote 0. (iii) Sole power to dispose or to direct the disposition of 1,218,150. (iv) Shared power to dispose or to direct the disposition of 0. Instruction. For computations regarding securities which represent a right to acquire an underlying security see 240.13d3(d)(1). Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The Limited Partners of First Capital Alliance Limited Partnership have the right to receive dividends from the proceeds from the sale of common stock of Meristar Hotels and Resorts, Inc. No other persons, other than the persons included in this Schedule 13G, are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Item 2. (a) Name of Person Filing First Capital Alliance L.L.C. (b) Address of Principal Business Office or, if none, Residence 440 S. LaSalle Street, Ste. 1614 Chicago, Illinois 60605 (c) Citizenship United States; organized in Illinois (d) Title of Class of Securities Common stock of Meristar Hotels and Resorts. (e) CUSIP Number 589988104 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) [ ] An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 1,218,150. (b) Percent of class: 3.96%. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0. (ii) Shared power to vote or to direct the vote 1,218,150. (iii) Sole power to dispose or to direct the disposition of 0. (iv) Shared power to dispose or to direct the disposition of 1,218,150. Instruction. For computations regarding securities which represent a right to acquire an underlying security see 240.13d3(d)(1). Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The Limited Partners of First Capital Alliance Limited Partnership have the right to receive dividends from the proceeds from the sale of common stock of Meristar Hotels and Resorts, Inc. No other persons, other than the persons included in this Schedule 13G, are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Item 2. (a) Name of Person Filing Henry Chu (b) Address of Principal Business Office or, if none, Residence 440 S. LaSalle Street, Ste. 1614 Chicago, Illinois 60605 (c) Citizenship United States; organized in Illinois (d) Title of Class of Securities Common stock of Meristar Hotels and Resorts (e) CUSIP Number 589988104 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) [ ] An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 1,218,150. (b) Percent of class: 3.96%. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0. (ii) Shared power to vote or to direct the vote 1,218,150. (iii) Sole power to dispose or to direct the disposition of 0. (iv) Shared power to dispose or to direct the disposition of 1,218,150. Instruction. For computations regarding securities which represent a right to acquire an underlying security see 240.13d3(d)(1). Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The Limited Partners of First Capital Alliance Limited Partnership have the right to receive dividends from the proceeds from the sale of common stock of Meristar Hotels and Resorts, Inc. No other persons, other than the persons included in this Schedule 13G, are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Item 2. (a) Name of Person Filing Richard Newman (b) Address of Principal Business Office or, if none, Residence 440 S. LaSalle Street, Ste. 1614 Chicago, Illinois 60605 (c) Citizenship United States; organized in Illinois (d) Title of Class of Securities Common stock of Meristar Hotels and Resorts (e) CUSIP Number 589988104 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) [ ] An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 1,218,150. (b) Percent of class: 3.96%. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0. (ii) Shared power to vote or to direct the vote 1,218,150. (iii) Sole power to dispose or to direct the disposition of 0. (iv) Shared power to dispose or to direct the disposition of 1,218,150. Instruction. For computations regarding securities which represent a right to acquire an underlying security see 240.13d3(d)(1). Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The Limited Partners of First Capital Alliance Limited Partnership have the right to receive dividends from the proceeds from the sale of common stock of Meristar Hotels and Resorts, Inc. No other persons, other than the persons included in this Schedule 13G, are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 8, 2000 FIRST CAPITAL ALLIANCE LIMITED PARTNERSHIP By: First Capital Alliance, L.L.C., Its general partner By: _______________________ Richard Newman, Manager FIRST CAPITAL ALLIANCE L.L.C By: ______________________ . Richard Newman, Manager ______________________ Richard Newman ______________________ Henry Chu EXHIBIT TO SCHEDULE 13G DATED FEBRUARY 8, 2000 OF FIRST CAPITAL ALLIANCE LIMITED PARTNERSHIP FIRST CAPITAL ALLIANCE L.L.C. RICHARD NEWMAN AND HENRY CHU First Capital Alliance Limited Partnership ("FCA"), First Capital Alliance L.L.C. ("First Cap"), Richard Newman ("Newman") and Henry Chu ("Chu") hereby agree to the joint filing of the amended Schedule 13G to which this statement is attached be filed on behalf of FCA, First Cap, Newman and Chu, and that any amendments to this Schedule 13G may be filed on behalf of FCA, First Cap, Newman and Chu. FIRST CAPITAL ALLIANCE LIMITED PARTNERSHIP By: First Capital Alliance, L.L.C., Its general partner By: _______________________ Richard Newman, Manager FIRST CAPITAL ALLIANCE L.L.C By: ______________________ . Richard Newman, Manager ______________________ Richard Newman ______________________ Henry Chu -----END PRIVACY-ENHANCED MESSAGE-----