CUSIP No. 46088S106
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(1)NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TLG Partners, LP
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(2)CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) 0
(b) 0
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(3)SEC USE ONLY
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(4)CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES (5)SOLE VOTING POWER
VOTING POWER 0
BENEFICIALLY OWNED ---------------------------------
BY EACH REPORTING (6)SHARED VOTING POWER
PERSON WITH 2,036,700
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(7)SOLE DISPOSITIVE POWER
0
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(8)SHARED DISPOSITIVE POWER
2,036,700
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(9)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,036,700
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(10)CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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(11)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4%
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(12)TYPE OF REPORTING PERSON*
PN
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CUSIP No. 46088S106
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(1)NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TLG Capital Investment, LLC
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(2)CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) 0
(b) 0
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(3)SEC USE ONLY
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(4)CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES (5)SOLE VOTING POWER
VOTING POWER 0
BENEFICIALLY OWNED ---------------------------------
BY EACH REPORTING (6)SHARED VOTING POWER
PERSON WITH 2,036,700
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(7)SOLE DISPOSITIVE POWER
0
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(8)SHARED DISPOSITIVE POWER
2,036,700
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(9)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,036,700
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(10)CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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(11)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4%
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(12)TYPE OF REPORTING PERSON*
IA
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CUSIP No. 46088S106
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(1)NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Timothy Griffith
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(2)CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) 0
(b) 0
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(3)SEC USE ONLY
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(4)CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES (5)SOLE VOTING POWER
VOTING POWER 29,750
BENEFICIALLY OWNED ---------------------------------
BY EACH REPORTING (6)SHARED VOTING POWER
PERSON WITH 2,036,700
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(7)SOLE DISPOSITIVE POWER
29,750
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(8)SHARED DISPOSITIVE POWER
2,036,700
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(9)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,066,450
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(10)CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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(11)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
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(12)TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13G
This Schedule 13G (the Schedule 13G), relating to shares of Common
Stock,par value $.0.01 per share (the Shares) of Interstate Hotels
& Resorts,Inc. (the Issuer) is being filed with the Securities and
Exchange Commission on behalf of (i) TLG Partners, L.P., a Texas
limited partnership (TLG Partners); (ii) TLG Capital Investment,
LLC, a Texas limited liability company and general partner of TLG
Partners (TLG Capital); and (iii) Mr. Timothy Griffith the managing
member of TLG Capital (Mr. Griffith and together with those persons
listed in (i) and (ii) above, the Reporting Persons).
Item 1(a)Name of Issuer.
Interstate Hotels & Resorts, Inc.
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Item 1(b)Address of Issuers Principal Executive Offices.
4501 North Fairfax Drive, Ste 500, Arlington, VA 22203-1656, United
States
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Item 2(a) Name of Person Filing.
Item 2(b) Address of Principal Business Office.
Item 2(c) Place of Organization.
(a) This filing is made on behalf of each of the following
persons (collectively, the Reporting Persons):
(i) TLG Partners, L.P. (TLG Partners);
(ii) TLG Capital Investment, LLC, (TLG Capital); and
(iii) Mr. Timothy Griffith (Mr. Griffith)
(b) The address of the principal business offices of each of the
Reporting Persons is 4131 North Central Expressway, Suite 800,
Dallas, TX 75204
(c) TLG Partners, a Texas limited partnership, serves as a
general partner of a certain Texas limited partnership and as
advisor to a certain managed account. TLG Capital, a Texas
limited liability company, serves as general partner of TLG
Partners. Mr. Griffith, a U.S. citizen, is the managing member
of TLG Capital.
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Item 2(d) Title of Class of Securities.
common stock, par value $0.01 (the Common Stock)
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Item 2(e) CUSIP Number.
46088S106
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Item 3 Reporting Person.
The persons filing are not listed in Items 3(a) through 3(j).
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Item 4 Ownership.
TLG Partners:
(a) TLG Partners is a beneficial owner of 2,036,700 shares of Common
Stock.
(b) TLG Partners is the beneficial owner of 6.4%, of the outstanding
shares of Common Stock, which such percentage is determined by
dividing the aggregate number of shares of Common Stock
beneficially held by the number of shares of Common Stock issued
and outstanding in the amount of 31,841,316 according to the
Issuers Form 10-Q filed with the
Securities and Exchange Commission on November 6, 2008.
(c) Number of Shares as to which TLG Partners has:
(i) Sole power to vote or direct the vote 0.
(ii) Shared power to vote or to direct the vote 2,036,700.
(iii) Sole power to dispose or direct the disposition of 0.
(iv) Shared power to dispose or direct the disposition of
2,036,700.
TLG Capital:
(a) TLG Capital may be deemed to be a beneficial owner of 2,036,700
shares of Common Stock as a result of serving as the general
partner to TLG Partners.
(b) TLG Capital may be deemed to be the beneficial owner of 6.4%,
of the outstanding shares of Common Stock, which such percentage
is determined by dividing the aggregate number of shares of Common
Stock beneficially held by the number of shares of Common Stock
issued and outstanding in the amount of 31,841,316 according to
the Issuers Form 10-Q filed with the Securities and Exchange
Commission on November 6, 2008.
(c) Number of Shares as to which TLG Capital has:
(i) Sole power to vote or direct the vote 0.
(ii) Shared power to vote or to direct the vote 2,036,700.
(iii) Sole power to dispose or direct the disposition of 0.
(iv) Shared power to dispose or direct the disposition of
2,036,700.
Mr. Griffith:
(a) Mr. Griffith may be deemed to be a beneficial owner of 2,036,700
shares of Common Stock as a result of being the managing member
of TLG Capital. Additionally, Mr. Griffith is the sole beneficial
owner of 29,750 shares of Common Stock.
(b) Mr. Griffith is the beneficial owner of 6.5% of the outstanding
shares of Common Stock, which such percentage is determined by
dividing the aggregate number of shares of Common Stock
beneficially held by the number of shares of Common Stock issued
and outstanding, in the amount of 31,841,316 according to the
Issuers Form 10-Q filed with the Securities
and Exchange Commission on November 6, 2008.
(c) Number of Shares as to which Mr. Griffith has:
(i) Sole power to vote or direct the vote 29,750.
(ii) Shared power to vote or to direct the vote 2,036,700.
(iii) Sole power to dispose or direct the disposition of 29,750.
(iv) Shared power to dispose or direct the disposition of
2,036,700.
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Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable.
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Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
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Item 7 Identification and Classification of the Subsidiary which Acquired the
Security Being Reported On by the Parent Holding Company.
Inapplicable.
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Item 8 Identification and Classification of Members of the Group.
Inapplicable.
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Item 9 Notice of Dissolution of Group.
Inapplicable.
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Item 10 Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or nfluencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
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Exhibits
Exhibit 1
Joint Filing Agreement dated February 12, 2009, between the TLG
Partners, TLG Capital and Mr. Griffith.
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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.
Date: February 12, 2009.
TLG Partners, L.P.
By: TLG Capital Investment, LLC, its
general partner
By: /s/ Timothy Griffith
Name: Timothy Griffith
Title: Managing Member
TLG Capital Investment, LLC
By: /s/ Timothy Griffith
Name: Timothy Griffith
Title: Managing Member
TIMOTHY GRIFFITH
/s/ Timothy Griffith
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each
of them of a Statement on Schedule 13G (including any and all amendments
thereto) with respect to the Common Stock, par value $0.01 per share, of
Interstate Hotels & Resorts, Inc. and further agree that this Joint Filing
Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible
for the timely filing of such Statement on Schedule 13G and any amendments
thereto, and for the accuracy and completeness of the information concerning
such party contained therein; provided, however, that no party is responsible
for the accuracy or completeness of the information concerning any other party,
unless such party knows or has reason to believe that such information is
inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same
effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
February 12, 2009.
TLG Partners, L.P.
By: TLG Capital Investment, LLC, its
general partner
By: /s/ Timothy Griffith
Name: Timothy Griffith
Title: Managing Member
TLG Capital Investment, LLC
By: /s/ Timothy Griffith
Name: Timothy Griffith
Title: Managing Member
TIMOTHY GRIFFITH
/s/ Timothy Griffith
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