-----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, G9RePIznop8B9V9mCf98sqN3EO1NIeIJTo9pSqGG+GekmjqE2FgCnaioR8dJSX28 dOovlFpQ56CRgKJFI6wIYw== 0000898822-08-000845.txt : 20080811 0000898822-08-000845.hdr.sgml : 20080811 20080811134353 ACCESSION NUMBER: 0000898822-08-000845 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080811 DATE AS OF CHANGE: 20080811 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Morgans Hotel Group Co. CENTRAL INDEX KEY: 0001342126 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 161736884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81634 FILM NUMBER: 081005325 BUSINESS ADDRESS: STREET 1: 475 TENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-277-4100 MAIL ADDRESS: STREET 1: 475 TENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHSTAR CAPITAL INVESTMENT CORP /MD/ CENTRAL INDEX KEY: 0001057749 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 522072936 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 527 MADISON AVE STREET 2: 17TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123193400 MAIL ADDRESS: STREET 1: 527 MADISON AVE STREET 2: 17TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 mhgctermfiling.htm mhgctermfiling.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7)

   Morgans Hotel Group Co.   
(Name of Issuer)

   Common Stock, par value $0.01 per share   
(Title of Class of Securities)

   61748W108   
(CUSIP Number)

Steven B. Kauff
NorthStar Capital Investment Corporation
399 Park Avenue, 18th Floor
New York, New York 10022
   Telephone: (212) 547-2600   
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)

   August 11, 2008   
(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 §§ 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box:  ¨.

     This Amendment No. 7, filed by NorthStar Capital Investment Corp. (“NCIC”), NCIC MHG Subsidiary LLC (“NCIC MHG Subsidiary”), NorthStar Partnership, L.P. (“NorthStar LP”), Mr. W. Edward Scheetz and Mr. David T. Hamamoto (each, a “Reporting Person” and collectively, the “Reporting Persons”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Morgans Hotel Group Co. (the “Company”), a Delaware corporation, and amends and supplements the Schedule 13D originally filed by the Reporting Persons on February 27, 2006, as previously amended (as amended, the “Schedule 13D”). Capitalized terms used but otherwise not defined herein shall have the meanings previously ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously r eported in the Schedule 13D.

     By a Termination Agreement dated as of August 11, 2008, the Reporting Persons have agreed to terminate the Joint Filing Agreement originally entered into on February 22, 2006, effective immediately following the filing of this Amendment No. 7. The Termination Agreement and the determination of the Reporting Persons to cease joint filing of the Schedule 13D reflect the contribution by NCIC MHG Subsidiary and NorthStar LP of their directly-owned shares of Common Stock to entities controlled respectively by Mr. Scheetz through WES Holdings LLC and Mr. Hamamoto through DTH Holdings LLC. The number of shares of Common Stock contributed to these entities reflects the number of shares of Common Stock previously held by NCIC MHG Subsidiary and NorthStar LP but beneficially owned by Messrs. Scheetz and Hamamoto. Following this contribution, none of NCIC, NCIC MHG Subsidiary or NorthStar LP, individually or collectiv ely, have beneficial ownership of 5% or more of the Common Stock and accordingly are no longer subject to the reporting requirements of Regulation 13D-G. In addition, as a result of the separation of the shares of Common Stock previously held by NCIC MHG Subsidiary and NorthStar LP but beneficially owned by Messrs. Scheetz and Hamamoto into four separate holding structures, the holding and beneficial ownership of these shares of Common Stock by Messrs. Scheetz and Hamamoto, respectively, have now been made more transparent and separate. Accordingly, each of Messrs. Scheetz and Hamamoto is today filing a separate statement of beneficial ownership on Schedule 13D to reflect his respective beneficial ownership of the shares of Common Stock previously reported in this Schedule 13D, and, in the case of Mr. Scheetz, certain transactions in the shares of Common Stock since the date of filing of Amendment No. 6, and, in the case of Messrs. Hamamoto and Scheetz, to reflect the fact that certain of their stock options and LTIP units convertible into Common Stock became exercisable or are exercisable in the next 60 days.

     Accordingly, this Amendment No. 7 to the Schedule 13D reflects the termination of the reporting obligations of NCIC, NCIC MHG Subsidiary and NorthStar LP and the termination of the Joint Filing Agreement, originally entered into on February 22, 2006.

     A copy of the Termination Agreement entered into by NCIC, NCIC MHG Subsidiary, NorthStar LP and Messrs. Scheetz and Hamamoto on August 11, 2008 is filed herewith as Exhibit No. 19.

SIGNATURES

     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.

Dated: August 11, 2008

NORTHSTAR CAPITAL INVESTMENT CORP. 
 
By:  /s/ Steven B. Kauff                                            
Name: Steven B. Kauff 
Title: President 
 
NCIC MHG SUBSIDIARY LLC 
 
By: NorthStar Capital Investment Corp., 
Its Managing Member 
 
By:  /s/ Steven B. Kauff                                           
Name: Steven B. Kauff 
Title: President 
 
NORTHSTAR PARTNERSHIP, L.P. 
 
By: NorthStar Capital Investment Corp., 
Its General Partner 
 
By:   /s/ Steven B. Kauff                                           
Name: Steven B. Kauff 
Title: President 
 

 /s/ W. Edward Scheetz                                           
W. Edward Scheetz 
 

 /s/ David T. Hamamoto                                           
David T. Hamamoto 

Exhibit Index

Exhibit                                                                     Description                                                                
1.    Formation and Structuring Agreement, dated as of October 25, 2006, by and among 
    Morgans Group LLC, Morgans Hotel Group LLC, NorthStar Hospitality LLC, 
    NorthStar Partnership, L.P. and RSA Associates, L.P. (incorporated by reference to 
    Exhibit 10.4 to the registration statement on Form S-1 (File No. 333-129277) filed by 
    the Company)). 
 
2.    Underwriting Agreement, dated as of February 13, 2006, by and among Morgans 
    Hotel Group Co., Morgans Group LLC, Morgans Hotel Group LLC and Morgan 
    Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 
    as representatives of the several underwriters named in Schedule I thereto, and the 
    selling stockholders named in Schedule II thereto (previously filed). 
 
3.    Lock-Up Agreement, dated as of February 13, 2006, by and between Morgan Stanley 
    & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as 
    representatives of the several underwriters named in Schedule I of the Underwriting 
    Agreement and NorthStar Capital Investment Corp. (previously filed). 
 
4.    Lock-Up Agreement, dated as of February 13, 2006, by and between Morgan Stanley 
    & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as 
    representatives of the several underwriters named in Schedule I of the Underwriting 
    Agreement and NCIC MHG Subsidiary LLC (previously filed). 
 
5.    Lock-Up Agreement, dated as of February 13, 2006, by and between Morgan Stanley 
    & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as 
    representatives of the several underwriters named in Schedule I of the Underwriting 
    Agreement and NorthStar Partnership, L.P. (previously filed). 
 
6.    Lock-Up Agreement, dated as of February 13, 2006, by and between Morgan Stanley 
    & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as 
    representatives of the several underwriters named in Schedule I of the Underwriting 
    Agreement and Mr. W. Edward Scheetz (previously filed). 
 
7.    Lock-Up Agreement, dated as of February 13, 2006, by and between Morgan 
    Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 
as representatives of the several underwriters named in Schedule I of the
Underwriting Agreement and Mr. David T. Hamamoto (previously filed).
  
8.    Lock-Up Agreement, dated as of February 13, 2006, by and between Morgan Stanley 
    & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as 
    representatives of the several underwriters named in Schedule I of the Underwriting 
    Agreement and Mr. Richard J. McCready (previously filed). 
Exhibit                                                                          Description                                                                      
     9.    Registration Rights Agreement, dated as of February 17, 2006, by and between 
    Morgans Hotel Group Co. and NorthStar Partnership, L.P. (previously filed). 
 
     10.    Joint Filing Agreement, dated as of February 22, 2006, by and among NorthStar 
    Capital Investment Corp., NCIC MHG Subsidiary LLC, NorthStar Partnership, L.P., 
Mr. W. Edward Scheetz and Mr. David T. Hamamoto (previously filed).
 
     11.    Power of Attorney, dated February 22, 2006, relating to NorthStar Capital Investment 
    Corp. (previously filed) 
 
     12.    Power of Attorney, dated February 22, 2006, relating to NorthStar Partnership, L.P. 
    (previously filed) 
 
     13.    Power of Attorney, dated February 22, 2006, relating to NCIC MHG Subsidiary LLC 
    (previously filed). 
 
     14.    Power of Attorney, dated February 22, 2006, relating to Mr. W. Edward Scheetz 
    (previously filed). 
 
     15.    Power of Attorney, dated February 22, 2006, relating to Mr. David T. Hamamoto 
    (previously filed). 
 
     16.    Agreement and Plan of Merger, dated as of July 20, 2007, by and among Edward 
    Scheetz, David T. Hamamoto, NorthStar Capital Investment Corp. and NorthStar 
    Partnership, L.P. (previously filed). 
 
     17.    Underwriting Agreement, dated as of July 19, 2007, by and among Morgans Hotel 
    Group Co., the selling stockholders named in Schedule II thereto (including NCIC 
    MHG Subsidiary and NorthStar LP), and Merrill Lynch, Pierce, Fenner & Smith 
    Incorporated and Morgan Stanley & Co. Incorporated, as representatives of the 
    several underwriters named in Schedule I thereto (previously filed). 
 
     18.    10b5-1 Purchase Plan, dated as of May 18, 2007, between W. Edward Scheetz and 
    Banc of America Investment Services, Inc., and amendment thereto as of August 10, 
    2007 (previously filed). 
 
     19.    Termination Agreement, dated as of August 11, 2008, by and among NorthStar 
    Capital Investment Corp., NCIC MHG Subsidiary LLC, NorthStar Partnership, L.P., 
    Mr. W. Edward Scheetz and Mr. David T. Hamamoto. 
 EX-19 2 mhgctermagreement.htm mhgctermagreement.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 19

TERMINATION AGREEMENT

     THIS TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of August 11, 2008, by and among NorthStar Capital Investment Corp. (“NCIC”), NCIC MHG Subsidiary LLC (“NCIC MHG Subsidiary”), NorthStar Partnership, L.P. (“NorthStar LP 48;), Mr. W. Edward Scheetz and Mr. David T. Hamamoto (each of Messrs. Scheetz and Hamamoto, NCIC, NCIC MHG Subsidiary and Northstar LP, a “Reporting Person,” and collectively, the “Reporting Persons”). Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Statement of Beneficial Ownership on Schedule 13D with respect to the shares of common stock of Morgans Hotel Group Co. originally filed by the Reporting Persons with the Securities and Exchange Commission on February 27, 2006 (as amended, the “Schedule 13D”).

     WHEREAS, the Reporting Persons entered into a Joint Filing Agreement, dated as of February 22, 2006 (the “Joint Filing Agreement”), pursuant to which the Reporting Persons agreed to the joint filing of the Schedule 13D and all amendments thereto with respect to their respective ownership of the Common Stock;

     WHEREAS, the holding and ownership of shares of Common Stock by the Reporting Persons have been reorganized;

     NOW, THEREFORE, each of the Reporting Persons separately and together desire to mutually terminate the Joint Filing Agreement, effective immediately following the filing of Amendment No. 7 to the Schedule 13D, and hereby agree as follows:

     1. Termination of Joint Filing Agreement. Each party to the Joint Filing Agreement, individually, hereby agrees to terminate the Joint Filing Agreement, effective immediately following the filing of Amendment No. 7 to the Schedule 13D reporting such termination, and confirms that, immediately following the filing of Amendment No. 7 to the Schedule 13D, the Joint Filing Agreement shall terminate and cease to be of further effect.

     2. Counterparts. This Termination Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

[signature page follows]

NORTHSTAR CAPITAL INVESTMENT CORP. 
 
By:  /s/ Steven B. Kauff                                           
         Name: Steven B. Kauff
         Title: President
 
NCIC MHG SUBSIDIARY LLC 
 
By: NorthStar Capital Investment Corp., 
                   Its Managing Member 
 
By:  /s/ Steven B. Kauff                                           
         Name: Steven B. Kauff
         Title: President
 
NORTHSTAR PARTNERSHIP, L.P. 
 
By: NorthStar Capital Investment Corp., 
                   Its General Partner 
 
By:  /s/ Steven B. Kauff                                           
         Name: Steven B. Kauff
         Title: President
 
 /s/ W. Edward Scheetz                                           
W. Edward Scheetz 
 
 /s/ David T. Hamamoto                                          
David T. Hamamoto 

[Signature Page to the Termination Agreement of the Joint Filing Agreement]

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