SC 13D/A 1 a32873.txt INTERSTATE HOTELS CORPORATION ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) INTERSTATE HOTELS CORPORATION (Name of Issuer) Class A Common Stock, $0.01 par value per share 46088R108 (Title of class of securities) (CUSIP number) Lance T. Shaner 1965 Waddle Road State College, Pennsylvania 16803 (814) 234-4460 (Name, address and telephone number of person authorized to receive notices and communications) With a copy to: Leo A. Keevican, Jr., Esq. DKW Law Group, PC USX Tower, 58th Floor 600 Grant Street Pittsburgh, Pennsylvania 15219 (412) 355-2600 May 31, 2002 (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 that is the subject of this Schedule 13D, and is filing this schedule because of 'SS''SS'240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] ================================================================================ Page 1 of 6 Pages AMENDMENT NO. 2 TO SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 46088R108 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Shaner Hotel Group Limited Partnership 25-1778539 -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) .................................................................. (b) .................................................................. -------------------------------------------------------------------------------- 3. SEC Use Only .............................................................. -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) .............................................................. -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 327,500 Shares ----------------------------------------------------- Beneficially 8. Shared Voting Power -0- Owned by Each ----------------------------------------------------- Reporting 9. Sole Dispositive Power 327,500 Person With ----------------------------------------------------- 10. Shared Dispositive Power -0- -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 327,500 -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).............................................................. -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 5.97% -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN -------------------------------------------------------------------------------- Page 2 of 6 Pages This Amendment No. 2 amends and supplements the Reporting Person's statement of beneficial ownership on Schedule 13D dated January 4, 2002, and amended on May 1, 2002 (as amended "Schedule 13D/A"), and relates to shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of Interstate Hotels Corporation (the "Issuer"). ITEM 4. PURPOSE OF TRANSACTION The Reporting Person's tender offer expired by its terms on May 31, 2002. The Reporting Person's offer was subject to two principal conditions, among other conditions, relating (1) to a minimum number of shares of Class A Common Stock being tendered by the expiration date of the offer, and (2) to the preferred stock purchase rights issued under the Issuer's Shareholders Rights Agreement being redeemed by the Issuer's Board of Directors or the Reporting Person being satisfied in its reasonable judgment that those rights were invalid or otherwise inapplicable to the offer. As of the close of business on the expiration date, neither one of those conditions had been satisfied and the Reporting Person had not waived them. The Reporting Person therefore did not purchase any shares of Class A Common Stock tendered into its offer and instructed the depositary for the offer to promptly return all tendered shares to the tendering shareholders. On May 2, 2002, the Issuer and MeriStar Hotels & Resorts, Inc., a Delaware corporation headquartered in Washington, D.C. ("MeriStar"), jointly announced that they had signed a definitive agreement to merge. In the announcement they stated that the combined company would be named Interstate Hotels Corporation, would be headquartered in Washington, D.C., and would maintain a significant operating presence in Pittsburgh, Pennsylvania. The companies also stated that the transaction would be a tax-free, stock-for-stock merger of the Issuer into MeriStar in which the Issuer's shareholders would receive 4.6 shares of the surviving company's common stock for each share of the Issuer's common stock outstanding on the merger date. The companies indicated in the announcement that the consummation of the merger is subject to various conditions, including U.S. antitrust clearance and the approvals of the shareholders of both companies. The completion of the merger is also subject to the listing on the New York Stock Exchange of the combined company's common stock to be issued to the Issuer's shareholders. The Issuer and MeriStar anticipate that the merger will be consummated in July, August, or September, 2002. The contractual deadline for the completion of the merger is October 31, 2002. On June 4, 2002, MeriStar filed with the Securities and Exchange Commission its Registration Statement on SEC Form S-4. That document contains MeriStar's prospectus for its shares of common stock to be used in the merger along with a preliminary joint proxy statement to be used by both MeriStar and the Issuer to solicit proxies for their separate shareholder meetings. MeriStar's shareholder meeting will be an annual meeting covering issues relating to the merger as well as issues appropriate to an annual meeting of shareholders. The Issuer's meeting will be a special meeting relating to approval for the merger. The preliminary joint proxy statement indicates that if the merger is not consummated, the Issuer will hold its 2002 annual meeting of shareholders. The preliminary statement does not give dates for either meeting. On June 4, 2002, the Issuer incorporated the preliminary joint proxy statement and prospectus by reference into its filing with the Commission on Schedule 14A. Page 3 of 6 Pages The Reporting Person intends to actively monitor progress on the Issuer-MeriStar transaction and to continue to evaluate the business and operations of the Issuer. The plans of the Reporting Person may change in the future depending upon developments and it may take such future actions as it considers appropriate under the circumstances. The Reporting Person may take one or more of the following actions from time-to-time: (i) acquire additional shares of Class A Common Stock, or of other shares of the Issuer's capital stock, subject to availability at favorable prices, in the open market, in privately negotiated transactions, or otherwise; (ii) dispose of shares of Class A Common Stock at favorable prices in the open market, in privately negotiated transactions, or otherwise, including pursuant to the proposed merger between the Issuer and MeriStar; (iii) make a new tender offer for shares of Class A Common Stock of the Issuer; (iv) make a new proposal for a business relationship with the Issuer; and/or (v) assess whether it is desirable or possible for the Reporting Person to acquire sufficient additional shares of Class A Common Stock, or other shares of the Issuer's capital stock, in order for the Reporting Person to have control of the Issuer or to otherwise influence the management and policies of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

[The remainder of this page is intentionally left blank.] Page 4 of 6 Pages SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: June 12, 2002 SHANER HOTEL GROUP LIMITED PARTNERSHIP By: SHANER OPERATING CORP., Its General Partner By: /s/ Lance T. Shaner -------------------------------------------- Lance T. Shaner, Chairman of the Board and Vice President Page 5 of 6 Pages EXHIBIT INDEX

------------------ *Previously filed. Page 6 of 6 Pages STATEMENT OF DIFFERENCES The section symbol shall be expressed as................................. 'SS'

INTERSTATE HOTELS CORP SC 13D/A