-----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, MA+6bbRQqgoRK/UFH1r0gnkdEeoAdh7uRu/KGR/oD+GvBkA9VsP9cE4pMlksb7W4 HvzDYwaOVNnv8FK22ZWndw== 0001043432-01-000006.txt : 20010327 0001043432-01-000006.hdr.sgml : 20010327 ACCESSION NUMBER: 0001043432-01-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010326 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 13D SEC ACT: SEC FILE NUMBER: 005-54565 FILM NUMBER: 1579007 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: AMERICAN SKIING CO /ME CENTRAL INDEX KEY: 0001043432 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 043373730 STATE OF INCORPORATION: DE FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX 450 STREET 2: SUNDAY RIVER ACCESS RD CITY: BETHEL STATE: ME ZIP: 04217 BUSINESS PHONE: 2078248100 MAIL ADDRESS: STREET 1: P O BOX 450 STREET 2: SUNDAY RIVER ACCESS RD CITY: BETHEL STATE: ME ZIP: 04217 FORMER COMPANY: FORMER CONFORMED NAME: ASC HOLDINGS INC DATE OF NAME CHANGE: 19970805 SC 13D 1 0001.txt SCHEDULE 13 D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) MeriStar Hotels & Resorts, Inc. (Name of issuer) Common Stock, Par Value $.01 Per Share (Title of class of securities) 589988104 (CUSIP Number) Foster A. Stewart, Esq. American Skiing Company Sunday River Access Road Bethel, Maine 04217 Tel. No.: (207) 824-8100 (Name, address and telephone number of person authorized to receive notices and communications) March 22, 2001 (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 which is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. *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 disclosures provided in a prior cover page. The information required on 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). - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON American Skiing Company S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 04-3373730 - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - ---------- --------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ------------------------------ ------ ------------------------------------------ 8 SHARED VOTING POWER None - ------------------------------ ------ ------------------------------------------ 9 SOLE DISPOSITIVE POWER - ------------------------------ ------ ------------------------------------------ 10 SHARED DISPOSITIVE POWER - ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ---------- --------------------------------------------------------------------- 2 - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON ASC Merger Sub, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - ------------------------------ ------ ------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ------------------------------ ------ ------------------------------------------ 8 SHARED VOTING POWER None - ------------------------------ ------ ------------------------------------------ 9 SOLE DISPOSITIVE POWER - ------------------------------ ------ ------------------------------------------ 10 SHARED DISPOSITIVE POWER - ------------------------------ ------ ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ---------- --------------------------------------------------------------------- 3 Item 1. Security and Issuer. This Amendment relates to the common stock, par value $.01 per share (the "Common Stock"), of MeriStar Hotels & Resorts, Inc. (the "Issuer"). The Issuer is a Delaware corporation with its principal executive offices located at 1010 Wisconsin Avenue, NW, Washington, DC 20007. Item 4. Purpose of Transaction. Item 4 of the Original Statement is amended as follows: American Skiing Company ("ASC"), ASC Merger Sub, Inc. (the "Merger Sub") and the Issuer entered into an Agreement and Plan of Merger, dated as of December 8, 2000 as amended by an Amendment to the Agreement and Plan of Merger dated as of February 21, 2001 (the "Merger Agreement"), pursuant to which Merger Sub was to be merged with and into the Issuer. As disclosed in Item 3 of the Original Statement, in connection with the execution of the Merger Agreement ASC, the Issuer and certain stockholders (collectively, the "Stockholders") of the Issuer entered into a Voting Agreement (the "Voting Agreement"), dated as of December 8, 2000, pursuant to which each Stockholder agreed to grant to ASC an irrevocable proxy with respect to the shares of MeriStar's common stock (the "Proxy"). On March 22, 2001, the parties agreed to abandon plans to merge and the Merger Agreement was terminated. As the Proxies expired pursuant to the terms of the Voting Agreement, the Reporting persons possess no further beneficial interest in ownership of the Common Stock of the Issuer. Item 5. Interest in Securities of the Issuer. Item 5 of the Original Statement is amended as follows: As the Proxies have expired, the Reporting Persons have no further beneficial interest in ownership of the Common Stock of the Issuer. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Reference is made to the information disclosed under Item 4 of this Statement which is incorporated by reference in response to this Item. Item 7. Material to be Filed as Exhibits. Exhibit Description 99.1. Termination Agreement dated as of March 22, 2001 by and among Issuer, ASC and Merger Sub. 4 Signature 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: March 26, 2001 AMERICAN SKIING COMPANY By /s/ Foster A. Stewart --------------------------------- Name: Foster A. Stewart Title: Vice President and General Counsel ASC MERGER SUB, INC. By /s/ Foster A. Stewart --------------------------------- Name: Foster A. Stewart Title: Assistant Secretary 5 EXHIBIT INDEX Exhibit Description 99.1. Termination Agreement dated as of March 22, 2001 by and among Issuer, ASC and Merger Sub. EX-99.1 2 0002.txt TERMINATION AGREEMENT TERMINATION AGREEMENT TERMINATION AGREEMENT, dated as of March 22, 2001 (this "Agreement"), among MeriStar Hotels & Resorts, Inc., a Delaware corporation ("MeriStar"), American Skiing Company, a Delaware corporation ("ASC") and ASC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ASC. WHEREAS, the parties hereto are parties to a Agreement and Plan of Merger, dated as of December 8, 2000 as amended by an Amendment to Agreement and Plan of Merger dated as of February 21, 2001 (as so amended, the "Merger Agreement"; capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Merger Agreement); WHEREAS, Section 7.1(a) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Effective Time by mutual written consent of each of MeriStar and ASC; WHEREAS, the Board of Directors of each of MeriStar and ASC has determined that it is in the best interests of each of their respective companies and shareholders to terminate the Merger Agreement, and has authorized the termination of the Merger Agreement pursuant to Section 7.1(a) thereof, upon the terms and subject to the conditions of this Agreement; NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth in this Agreement, the parties hereto agree as follows: SECTION 1. Termination. The Merger Agreement is hereby terminated pursuant to Section 7.1(a) thereof by the mutual written consent of the parties thereto. SECTION 2. Effect of Termination; Mutual Discharge and Waiver. (a) Except as expressly provided in Sections 5.7(b) of the Merger Agreement or as expressly provided in this Agreement and notwithstanding anything to the contrary in Section 7.2 of the Merger Agreement, as a result of the termination of the Merger Agreement pursuant hereto, the Merger Agreement, the ASC Voting/Recapitalization Agreement and the MeriStar Voting Agreement shall become void, and there shall be no liability under the Merger Agreement, the ASC Voting/Recapitalization Agreement and the MeriStar Voting Agreement on the part of any party hereto or any of their respective affiliates, subsidiaries or Representatives, and all rights and obligations of each party thereto shall cease, including, without limitation, the rights and obligations set forth in Section 7.3 of the Merger Agreement and any liability for the breach of any representations, warranties, covenants or agreements. (b) In furtherance thereof, each party hereto, on behalf of itself and its affiliates, subsidiaries, and Representatives, and the predecessors, heirs, executors, administrators, successors and assigns of each of them (each, a "Releasing Party") hereby releases and forever discharges each other party hereto and each of their respective affiliates, subsidiaries, and Representatives, and the predecessors, heirs, executors, administrators, successors and assigns of each of them, from any and all liabilities and obligations, claims, demands, causes of action and suits, at law or in equity, whether now known or unknown, whether arising under any United States federal, state or local or any foreign law or otherwise, that any of them have, have had or may have in the future to the Releasing Party arising out of or in connection with the Merger Agreement (other than with regard to any violation of Section 5.7(b) of the Merger Agreement), the ASC Voting/Recapitalization Agreement or the MeriStar Voting Agreement and the transactions contemplated thereby, including, without limitation, any liability or obligation set forth in Section 7.3 of the Merger Agreement and any liability for the breach of any representations, warranties, covenants or agreements. (c) Notwithstanding paragraphs (a) and (b) above, the parties agree that they shall share equally (i) the costs of the printing and mailing of the Proxy Materials and the filing fees for the Proxy Statement, the Registration Statement and HSR notification forms (ii) fees of appraisal firms, legal counsel to lenders and other fees payable to lenders incurred in connection with the Resorts Credit Facility Amendment and (iii) fees payable to Fergus Partners Limited in connection with the Merger. SECTION 3. Further Assurances. Each party hereto agrees to use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable law, and execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement. SECTION 4. Governing Law. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of New York, without regard to conflicts-of-law principles. SECTION 5. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. SECTION 6. Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 7. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. MERISTAR HOTELS & RESORTS, INC. By /s/ Paul W. Whetsell ------------------------------- Name: Paul Whetsell Title: Chairman and CEO AMERICAN SKIING COMPANY By /s/ Leslie B. Oteen ------------------------------- Name: Leslie B. Otten Title: President and CEO ASC MERGER SUB, INC. By /s/ Leslie B. Oteen ------------------------------- Name: Leslie B. Otten Title: President and CEO -----END PRIVACY-ENHANCED MESSAGE-----