4 1 pgform4.txt FORM 4 (INTERSTATE HOTELS) ------------------------------ OMB APPROVAL ------------------------------ OMB Number 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response ....... 0.5 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) ================================================================================ 1. Name and Address of Reporting Person* Flannery Joseph J. -------------------------------------------------------------------------------- (Last) (First) (Middle) C/O - Lehman Brothers Holdings Inc. 745 7th Avenue -------------------------------------------------------------------------------- (Street) New York NY 10019 -------------------------------------------------------------------------------- (City) (State) (Zip) ================================================================================ 2. Issuer Name AND Ticker or Trading Symbol Interstate Hotels Corporation (IHCO) ================================================================================ 3. IRS or Social Security Number of Reporting Person (voluntary) ================================================================================ 4. Statement for Month/Year July 2002 ================================================================================ 5. If Amendment, Date of Original (Month/Year) ================================================================================ 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [ X ] Director [ ] 10% Owner [ ] Officer (give title below) [ ] Other (specify below) -------------------------------------------------------------------- ================================================================================ 7. Individual or Joint/Group Filing (Check Applicable Line) [ X ] Form filed by One Reporting Person [ ] Form filed by More than One Reporting Person ================================================================================ TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED ================================================================================

Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) ================================================================================

Explanation of Responses: (1) Each such share of the Issuer's common stock was disposed of pursuant to a merger agreement between Issuer and MeriStar Hotels & Resorts, Inc. in exchange for 4.6 shares of MeriStar Hotels & Resorts, Inc. common stock, which common stock was also subject to a 5-for-1 reverse stock split. MeriStar Hotels & Resorts Inc was renamed Interstate Hotels & Resorts, Inc. Accordingly each share of the Issuer's common stock was exchanged for 0.92 shares of the common stock of Interstate Hotels and Resorts, Inc. which shares, at the close of business on the effective date of the merger, had a market value of $3.25 per share. (2) Represented the indirect beneficial ownership interest of Lehman Brothers Holding Inc. in shares of the Issuer's Class A Common Stock. The Reporting Person serves a a Managing Director for Lehman Brothers Holdings Inc. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any. /s/ Joseph J. Flannery August 7, 2002 --------------------------------------------- ----------------------- **Signature of Reporting Person Date Joseph J. Flannery Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

INTERSTATE HOTELS CORP 4