8-K

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2003

MERISTAR HOSPITALITY CORPORATION
(Exact name of registrant as specified in its charter)

1-11903
(Commission File Number)

MARYLAND	72-2648842
(State or other jurisdiction	(I.R.S. Employer
of incorporation)	Identification No.)

4501 NORTH FAIRFAX DRIVE
ARLINGTON, VIRGINIA 22203
(Address of principal executive offices)

Registrant’s telephone number, including area code: (703) 812-7200

ITEM 7.	FINANCIAL STATEMENTS AND EXHIBITS
(c)	Exhibits:
Exhibit No.	Description
99.1	Press Release, dated October 16, 2003.
ITEM 9.	REGULATION FD DISCLOSURE

     MeriStar Hospitality Corporation is furnishing the press release, which is attached as Exhibit 99.1 to this report and incorporated by reference into this item, announcing the closing of its public offering of an additional 1,800,000 shares of common stock pursuant to an over-allotment option granted to the company’s underwriters in connection with its earlier offering of 12,000,000 shares of its common stock, which closed on September 29, 2003.

* The information furnished under Item 9 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

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.

MERISTAR HOSPITALITY CORPORATION

By:  /s/ Jerome J. Kraisinger              
        Jerome J. Kraisinger
        Executive Vice President, Secretary and General Counsel

Date: October 20, 2003

EX-99.1 3 w90777bexv99w1.htm EXHIBIT 99.1

For Immediate Release		Exhibit 99.1
Contact:
Bruce Riggins	Jerry Daly or Carol McCune
VP, Strategic Planning & Analysis	Daly Gray Public Relations (Media)
(703) 812-7223	(703) 435-6293

MeriStar Hospitality Announces Over-Allotment Closing

     ARLINGTON, Va., October 16, 2003—MeriStar Hospitality Corporation (NYSE: MHX), one of the nation’s largest hotel real estate investment trusts (REIT), today announced the closing of its public offering of an additional 1.8 million shares of common stock pursuant to an over-allotment option granted to the company’s underwriters in connection with its earlier offering of 12.0 million shares of its common stock, which closed on September 29, 2003. Lehman Brothers acted as the book-running manager, and Citigroup was co-manager for this transaction.

     Including the over-allotment, the company sold 13.8 million shares of common stock at a price to the public of $7.20 per share pursuant to its effective shelf registration statement filed under the Securities Act of 1933. Total proceeds to the company, net of underwriting discounts and commissions, were $95.4 million. Proceeds will be used primarily to acquire hotels. To the extent that proceeds are not used to acquire hotels, they will be used for general corporate purposes.

     Arlington, Va.-based MeriStar Hospitality Corporation owns 100 principally upscale, full-service hotels in major markets and resort locations with 26,219 rooms in 25 states, the District of Columbia and Canada. The company owns hotels under such internationally known

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MeriStar Hospitality
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brands as Hilton, Sheraton, Marriott, Westin, Doubletree and Radisson. For more information about MeriStar Hospitality Corporation, visit the company’s Web site: www.meristar.com.

This press release contains forward-looking statements about MeriStar Hospitality Corporation, including those statements regarding future operating results, the timing and composition of revenues and expected proceeds from asset sales, among others. Except for historical information, the matters discussed in this press release are forward-looking statements that are subject to certain risks and uncertainties that could cause the actual results to differ materially, including the following: the current slowdown of the national economy; economic conditions generally and the real estate market specifically; the impact of the September 11, 2001 terrorist attacks and actual or threatened future terrorist incidents; the threatened or actual outbreak of hostilities and international political instability; governmental actions; legislative/regulatory changes, including changes to laws governing the taxation of REITs; level of proceeds from asset sales; cash available for capital expenditures; availability of capital; ability to refinance debt; rising interest rates; rising insurance premiums; competition; supply and demand for hotel rooms in our current and proposed market areas, including the existing and continuing weakness in business travel and lower-than expected daily room rates; other factors that may influence the travel industry, including health, safety and economic factors; and changes in general accounting principles, policies and guidelines applicable to REITs. Additional risks are discussed in the company’s filings with the Securities and Exchange Commission, including the company’s annual report on Form 10-K for the year ended December 31, 2002. Although the company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. These statements are made as of the date of this press release, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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EX-99.1

exv99w1