8-K 1 y96833be8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Filed Pursuant to Section 13 or 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2004 MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. MERISTAR HOSPITALITY FINANCE CORP (Exact name of registrant as specified in its Charter) (Exact name of registrant as specified in its Charter) DELAWARE DELAWARE (State of Incorporation) (State of Incorporation) 75-2648837 52-2321015 (IRS Employer Identification No.) (IRS Employer Identification No.) MERISTAR HOSPITALITY FINANCE CORP II MERISTAR HOSPITALITY FINANCE CORP III (Exact name of registrant as specified in its Charter) (Exact name ofregistrant as specified in its Charter) DELAWARE DELAWARE (State of Incorporation) (State of Incorporation) 73-1658708 46-0467463 (IRS Employer Identification No.) (IRS Employer Identification No.)

4501 N. Fairfax Drive Arlington, VA 22203 (Address, including zip code, and telephone number, including area code, of Principal Executive Offices of all of the above registrants) Registrant's telephone number, including area code: (703) 812-7200 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit No. Description 1.1 Underwriting Agreement, dated as of April 23, 2004, by and between MeriStar Hospitality Corporation and Lehman Brothers Inc., incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed by MeriStar Hospitality Corporation on April 27, 2004 (File Number 1-11903). 99.1 Press Release, dated April 28, 2004, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by MeriStar Hospitality Corporation on April 29, 2004 (File Number 1-11903). * 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. ITEM 9. Regulation FD Disclosure The registrants are furnishing the press release announcing the completion of the sale by MeriStar Hospitality Corporation of 12,000,000 shares of its common stock, which is attached as Exhibit 99.1 to this report and incorporated by reference into this item. SIGNATURE 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. Date: April 29, 2004 MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. MERISTAR HOSPITALITY FINANCE CORP. MERISTAR HOSPITALITY FINANCE CORP. II MERISTAR HOSPITALITY FINANCE CORP. III By: MERISTAR HOSPITALITY CORPORATION, ITS GENERAL PARTNER By: /s/ Jerome J. Kraisinger ------------------------------------------ Jerome J. Kraisinger Executive Vice President, Secretary and General Counsel EXHIBIT INDEX Exhibit No. Description ----------- ----------- 1.1 Underwriting Agreement, dated as of April 23, 2004, by and between MeriStar Hospitality Corporation and Lehman Brothers Inc., incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed by MeriStar Hospitality Corporation on April 27, 2004 (File Number 1-11903). 99.1 Press Release, dated April 28, 2004, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by MeriStar Hospitality Corporation on April 29, 2004 (File Number 1-11903).

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): April 12, 2004

333-63768 (Commission File Number)

MERISTAR HOSPITALITY MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. FINANCE CORP (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)

75-2648837		52-2321015
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)

MERISTAR HOSPITALITY MERISTAR HOSPITALITY FINANCE CORP II FINANCE CORP III (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)

73-1658708		46-0467463
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)

DELAWARE (State or other jurisdiction of incorporation)

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

Exhibit		Description
99.1		Press Release, dated as of April 12, 2004.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 12, 2004, MeriStar Hospitality Corporation issued a press release announcing that it has completed a number of capital market transactions and updating first-quarter and full year 2004 guidance. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this item. The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.

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 OPERATING PARTNERSHIP, L.P. MERISTAR HOSPITALITY FINANCE CORP. MERISTAR HOSPITALITY FINANCE CORP. II MERISTAR HOSPITALITY FINANCE CORP. III By: MERISTAR HOSPITALITY CORPORATION, its General Partner By: /s/ Jerome J. Kraisinger Jerome J. Kraisinger Executive Vice President, Secretary and General Counsel

Date: April 12, 2004

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