-----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, JY46WcyGlCX89wW0T9oloYJJfusYsx6x8nlptnKnjh1ONXyddu3SH+KUKbxPI4WM V3WVZHr7B3fOT1tZ/2gOWg== 0000950142-06-000348.txt : 20060217 0000950142-06-000348.hdr.sgml : 20060217 20060217113831 ACCESSION NUMBER: 0000950142-06-000348 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060217 DATE AS OF CHANGE: 20060217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERISTAR HOSPITALITY CORP CENTRAL INDEX KEY: 0001012967 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752648842 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-89161 FILM NUMBER: 06627770 BUSINESS ADDRESS: STREET 1: 6430 ROCKLEDGE DRIVE, SUITE 200 CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 301-581-5900 MAIL ADDRESS: STREET 1: 6430 ROCKLEDGE DRIVE, SUITE 200 CITY: BETHESDA STATE: MD ZIP: 20817 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN GENERAL HOSPITALITY CORP DATE OF NAME CHANGE: 19960428 424B3 1 form424b3_021606.txt PROSPECTUS SUPPLEMENT NO. 1 Filed pursuant to Rule 424(b)(3) Registration No. 333-89161 PROSPECTUS SUPPLEMENT NO. 1 (TO PROSPECTUS DATED NOVEMBER 5, 2003) 5,782,940 SHARES MERISTAR HOSPITALITY CORPORATION COMMON STOCK This prospectus supplement No. 1 supplements and amends the prospectus dated November 5, 2003, relating to the offer and sale from time to time by some of our stockholders of up to 5,782,940 shares of our common stock. The table on pages 22 through 25 of the prospectus sets forth information with respect to the selling stockholders and the respective amounts of shares of our common stock beneficially owned by each selling stockholder that may be offered pursuant to the prospectus. This prospectus supplement amends that table by adding to it the item set forth below.
Number of Shares to Percentage to Be Shares Beneficially Maximum Number be Beneficially Beneficially Owned Prior to this of Shares Which Owned After this Owned After this Name Offering (1) May Be Sold Offering (2) Offering (2) - ----------------- ------------------- --------------- ------------------- ----------------- Devlo Inc. 20,608 20,608 0 0
(1) Beneficial ownership as of February 17, 2006, based upon information provided by the selling stockholder. Unless otherwise noted in the following footnotes, the shares of our common stock set forth in this column with respect to the selling stockholder have not also been attributed to the shareholders of such selling stockholder. (2) Assumes sale of all shares of our common stock registered hereunder, even though selling stockholders are under no obligation known to our company to sell any shares of our common stock at this time. Assumes that all units of limited partnership interests in MeriStar Hospitality Operating Partnership, L.P. ("OP Units") held by or attributable to the person are exchanged for shares of our common stock. The total number of shares of our common stock outstanding used in calculating this percentage assumes that none of the OP Units held by other persons are exchanged for shares of our common stock. The prospectus dated November 5, 2003, together with this prospectus supplement, constitutes the prospectus required to be delivered by Section 5(b) of the Securities Act of 1933, as amended, with respect to offers and sales of the common stock. Our common stock is traded on the New York Stock Exchange under the symbol MHX. On February 16, 2006, the last reported sales price of the common stock was $9.93 per share. WE URGE YOU TO CAREFULLY READ THE "RISK FACTORS" SECTION BEGINNING ON PAGE 2 OF THE ACCOMPANYING PROSPECTUS, WHERE WE DESCRIBE SPECIFIC RISKS ASSOCIATED WITH THESE SECURITIES BEFORE YOU MAKE YOUR INVESTMENT DECISION. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is February 17, 2006.
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