-----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, PoOUVczDSWj2cy5jeftpS683HAOLTF2CcB6u/kfmpEccY9fkDqDoYUngstyf2DVR izHoiF/tbsttw9RRwLTPcw== 0000950142-00-000262.txt : 20000327 0000950142-00-000262.hdr.sgml : 20000327 ACCESSION NUMBER: 0000950142-00-000262 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000324 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRIDGESTREET ACCOMMODATIONS INC CENTRAL INDEX KEY: 0001038078 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 043327773 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-14633 FILM NUMBER: 578349 BUSINESS ADDRESS: STREET 1: 30670 BAINBRIDGE ROAD STREET 2: STE 19 CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 4402483005 FILED BY: 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: 425 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 425 1 RULE 425 Filed pursuant to Rule 425 - -------------------------------------------------------------------------------- Filer: MeriStar Hotels & Resorts, Inc. Subject Company: BridgeStreet Accommodations, Inc. Subject Company Exchange Act File No. 000-22843 Investors and security holders are urged to read the proxy statement/prospectus regarding the business combination transaction referenced in the following information, when it becomes available, which will be included in the Registration Statement on Form S-4 to be filed by MeriStar Hotels & Resorts, Inc. with the information. After it is filed with the SEC, investors and security holders may obtain a free copy of the proxy statement/prospectus on the SEC's website (www.sec.gov) or upon request from MeriStar's office of investor relations by directing such request to: MeriStar Hotels & Resorts, Inc., 1010 Wisconsin Avenue, Washington, DC 20007, Attention: Corporate Communications Department, tel.: (202) 295-2228. In addition, the identity of the people who, under SEC rules, may be considered "participants in the solicitation" of Meristar shareholders in connection with the proposed merger, and a description of their ownership interests in MeriStar Hotels & Resorts, Inc., is available in an SEC filing under Schedule 14A made by BridgeStreet Accommodations, Inc. on March 24, 2000 and available on the SEC's website (www.sec.gov). - -------------------------------------------------------------------------------- 2 ### MeriStar Hotels & Resorts To Acquire BridgeStreet Accommodations WASHINGTON, D.C., March 24, 2000--MeriStar Hotels & Resorts (NYSE: MMH) the nation's largest independent management company, today announced that it has agreed to acquire all of the outstanding shares of BridgeStreet Accommodations, Inc. (AMEX: BDS), a leading provider of flexible accommodation services in major domestic and international metropolitan markets, for $1.50 cash plus 0.5 shares of MeriStar common stock for each outstanding share of BridgeStreet. Based on MeriStar's current stock price, total consideration would represent approximately $3 per share. The $35 million projected cost of the transaction includes $24 million for the 8 million outstanding BridgeStreet shares and $11 million to retire BridgeStreet's existing debt. MeriStar expects the transaction to be accretive to earnings per share in 2000 and in 2001. BridgeStreet Accommodations offers upscale, furnished apartments, townhouses and condominiums as an alternative to traditional hotel rooms primarily for business travelers and relocating corporate executives who need lodging for several nights or several months. The company currently has approximately 3,700 apartments in 26 cities in the U.S., Canada and the United Kingdom. Average occupancy for leased units is approximately 90 percent, and average length of stay is 30 to 45 days. "The BridgeStreet acquisition is part of our long-term strategy to extend our capabilities to related areas of the hospitality and leisure industries, including golf, timeshare and now corporate housing," said Paul W. Whetsell, chairman and CEO of MeriStar Hotels & Resorts. "With this acquisition, MeriStar becomes a leading player in the $3 billion corporate housing industry. The addition of the BridgeStreet brand will enable us to leverage our existing properties and national marketing infrastructure by cross-marketing our lodging and corporate housing products to national corporate clients." Whetsell noted that the BridgeStreet transaction also gives MeriStar a foothold in London and potential entry into other European markets. "BridgeStreet has 360 existing units in London and has plans to expand into France and Spain. "BridgeStreet is an established brand name in a market with very attractive customer demographics, which provides incremental opportunity to enhance consumer awareness of MeriStar and our Doral brand," Whetsell stated. Whetsell added that the blend of equity and debt used for the transaction will leave MeriStar well-balanced, liquid and positioned for additional growth. "Following completion of the transaction, we expect total debt to EBITDA to remain under 2.5 times." MeriStar Hotels & Resorts operates 235 hospitality and leisure properties with more than 46,000 rooms and 10 golf courses in 34 states, the District of Columbia, Canada, Puerto Rico and the U.S. Virgin Islands. For more information about MeriStar Hotels & Resorts, visit the company's web site: www.meristar.com. For information about BridgeStreet Accommodations, visit www.bridgestreet.com. 3 This press release contains forward-looking statements about MeriStar Hotels & Resorts, Inc., including those statements regarding future operating results and the timing and composition of revenues, 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 ability of the company to successfully implement its acquisition strategy and operating strategy; the company's ability to manage rapid expansion; changes in economic cycles; competition from other hospitality companies; and changes in the laws and government regulations applicable to the company. INVESTOR NOTICE Investors are urged to read the proxy statement/prospectus, which will be included in the Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission in connection with the proposed merger because it will contain important information. After it is filed with the SEC, the proxy statement/prospectus will be available free of charge on the SEC's website (www.sec.gov) and from BridgeStreet's office of investor relations. ### -----END PRIVACY-ENHANCED MESSAGE-----