-----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, SPqqb8F+UTeJ/FVcesPsXtYbA9HmUCix6WEPJFdtJV2WnWJXXbV1AwrUB37eYqwo yjjoR0CGjWlnPb3YmJ69QQ== 0000950142-01-000117.txt : 20010226 0000950142-01-000117.hdr.sgml : 20010226 ACCESSION NUMBER: 0000950142-01-000117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010221 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010223 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-14331 FILM NUMBER: 1553390 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 8-K 1 0001.txt FORM 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2001 MERISTAR HOTELS & RESORTS, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-14331 51-0379982 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number) 1010 Wisconsin Avenue, N.W. Washington, D.C. 20007 (Address of principal executive offices) Registrant's telephone number, including area code: (202) 965-4455 ITEM 5. OTHER EVENTS MeriStar Hotels & Resorts, Inc., a Delaware corporation ("MeriStar"), American Skiing Company, a Delaware corporation ("American Skiing ") and ASC Merger Sub, Inc., a Delaware corporation ("Merger Sub"), entered into an Agreement and Plan of Merger, dated as of December 8, 2000 (the " Merger Agreement"). MeriStar, American Skiing and Merger Sub entered into an Amendment to that Merger Agreement, dated February 21, 2001 (the "Amendment"). Among other things, the Amendment changes the exchange rate between shares of MeriStar common stock and American Skiing common stock. Each share of MeriStar's common stock will now be exchanged for the right to receive 1.75 shares of American Skiing common stock. A copy of the Amendment is attached as Exhibit 2.1 to this report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits EXHIBIT DESCRIPTION 2.1 Amendment to Agreement and Plan of Merger, dated February 21, 2001, among MeriStar, American Skiing and Merger Sub. 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. Date: February 23, 2001 MERISTAR HOTELS & RESORTS, INC By: /s/ John Emery --------------------------------------- John Emery Chief Investment Officer EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 2.1 Amendment to Agreement and Plan of Merger Agreement, dated February 21, 2001, among MeriStar, American Skiing and Merger Sub. EX-2 2 0002.txt EXHIBIT 2.1 EXHIBIT 2.1 EXECUTION COPY -------------- AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "AMENDMENT"), dated as of February 21, 2001, among MERISTAR HOTELS & RESORTS, INC., a Delaware corporation ("MERISTAR"), AMERICAN SKIING COMPANY, a Delaware corporation ("ASC"), and ASC MERGER SUB, INC., a Delaware corporation ("MERGER SUB"). RECITALS (a) MeriStar, ASC and Merger Sub entered into an Agreement and Plan of Merger, dated as of December 8, 2000 (the "MERGER AGREEMENT"), pursuant to which, among other things, Merger Sub agreed to merge with and into MeriStar, with MeriStar surviving as a wholly-owned subsidiary of ASC. All capitalized terms used in this Amendment but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement. (b) The parties to the Merger Agreement wish to revise the Merger Agreement to provide for certain changes to the terms of the Merger Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound by this Amendment, agree as follows: ARTICLE 1. Section 2.1(c) of the Merger Agreement is hereby amended by replacing the number "1.88" in the first sentence thereof with the number "1.75". ARTICLE 2. SECTION 2.1 Section 2.6(a) of the Merger Agreement is hereby amended by replacing the number "1.88", in each of the two places where said number occurs, with the number "1.75". SECTION 2.2 Section 2.6(b) of the Merger Agreement is hereby amended by replacing the number "1.88", in each of the two places where said number occurs, with the number "1.75". ARTICLE 3. SECTION 3.1 Each of the parties hereto acknowledges and agrees with the other parties hereto that, as of the date of this Amendment, such party knows of no condition, event or circumstance that would give such party the right to terminate the Merger Agreement. 2 SECTION 3.2 ASC and Merger Sub acknowledge and agree with MeriStar that, as of the date of this Amendment, each knows of no condition, event or circumstance that would enable it to assert at the Closing Date that a condition specified in Section 6.2(a) or 6.2(c) has not been satisfied. SECTION 3.3 MeriStar acknowledges and agrees with ASC and Merger Sub that, as of the date of this Amendment, it knows of no condition, event or circumstance that would enable it to assert at the Closing Date that a condition specified in Section 6.3(a) or 6.3(c) has not been satisfied. ARTICLE 4. SECTION 4.1 Except as expressly amended or modified herein, the provisions of the Merger Agreement are and shall remain in full force and effect. SECTION 4.2 In the event any provision hereof is held void or unenforceable by any court, such provision shall be severable and shall not affect the remaining provisions hereof. SECTION 4.3 This Amendment, the Merger Agreement (including any annexes to the Merger Agreement), the MeriStar Disclosure Letter, the ASC Disclosure Letter, the ASC Voting/Recapitalization Agreement and the MeriStar Voting Agreement constitute the entire agreement and supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter of those agreements. SECTION 4.4 THIS AMENDMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, EXCEPT THAT MATTERS GOVERNED OR AFFECTED BY THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE SHALL BE GOVERNED BY THAT LAW. SECTION 4.5 This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 3 IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the parties to this Amendment as of the date first written above. MERISTAR HOTELS & RESORTS, INC. By: /s/ Paul W. Whetsell --------------------------------------- Name: Paul W. Whetsell Title: Chief Executive Officer and Chairman of the Board AMERICAN SKIING COMPANY By: /s/ Leslie B. Otten --------------------------------------- Name: Leslie B. Otten Title: President ASC MERGER SUB, INC. By: /s/ Leslie B. Otten --------------------------------------- Name: Leslie B. Otten Title: President -----END PRIVACY-ENHANCED MESSAGE-----