Interstate Hotels Company
Ticker: IHC Foster Plaza 10, 680 Andersen Drive
Exchange: New York Stock Exchange Pittsburgh, Pennsylvania 15220
Industry: Service (412) 937-0600

Type of Shares:Common Shares Filing Date:4/24/96
U.S. Shares:9,350,000 Offer Date:6/19/96
Non-U.S. Shares:1,650,000 Filing Range:$19.00 - $21.00
Primary Shares:11,000,000 Offer Price:$21.00
Secondary Shares:0 Gross Spread:$1.26
Offering Amount: $220,000,000 Selling:$0.75
Expenses:$1,950,000 Reallowance:$0.10
Shares Out After:27,220,000

ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
Credit Lyonnais Securities (USA) Inc.Co-manager
Montgomery SecuritiesCo-manager 4156272220
Morgan Stanley & Co. IncorporatedCo-manager (212) 703-4797
Smith Barney Inc.Co-manager (718) 921-8473

Auditor: Coopers & Lybrand
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$45.02$12.30$10.25Assets:$70.03
Net Income:$15.82$4.24$3.35Liabilities:$86.77
EPS:$0.47$0.16Equity:-$16.74

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is the largest hotel management company in the United States, managing or performing services for 154 hotels. In 1995, 84.1% of the Company's net management revenues were derived from upscale or luxury hotels and resorts. The Company is the largest franchisee of upscale hotels in the Marriott (R) system, providing services to 36 hotels, with 12,649 rooms, bearing the Marriott (R) flag. Consistent with the Company's multiple branding strategy, the Company also manages hotels under many other major full-service brand names, including Doubletree (R), Embassy Suites (R), Hilton (R), Radisson (R), Sheraton (R), and Westin (R), as well as under the Company's own Colony (R) trade name. The Company also manages mid-priced, economy and budget segments of the lodging industry.

Use of Proceeds
The proceeds from the offering will be used to finance the purchase of controlling interests in the Owned Hotels, to repay existing indebtedness and for general corporate purposes.

Last updated: 10/28/96

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