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): SEPTEMBER 5, 1997
CAPSTAR HOTEL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-12017 52-1979383
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
Number)
1010 WISCONSIN AVENUE, N.W.
SUITE 650
WASHINGTON, D.C. 20007
(Address of principal executive offices)
Registrant's telephone number, including area code: (202) 965-4455
FORM 8-K
ITEM 5. OTHER EVENTS
For purposes of incorporating by reference into CapStar Hotel Company's (the
"Company") Registration Statement on Form S-3 (File No. 333-34253) certain
financial statements of hotels owned or under purchase contract by the Company
required by Regulation S-X, attached hereto as Exhibits 99.1 through 99.15, are
the following financial statements: Detroit Metro Airport Hilton Suites Hotel,
Metrotown Hotel Limited Partnership (Holiday Inn Metrotown, Burnaby, British
Columbia), Packwood Jekyll Limited Partnership (Jekyll Inn, Jekyll Island, GA),
Embassy Suites Philadelphia, River Hotel, Ltd. I (Doubletree Hotel, Austin, TX),
Chi-Town Partners, L.P. and St. Elmo's Partners, L.P. (Radisson Hotel & Suites,
Chicago, IL; Georgetown Inn, Washington, D.C.), CapStar Tinton Falls, L.P. and
CapStar Kansas City Partners, L.P. (Holiday Inn, Tinton Falls, NJ; Holiday Inn
Sports Complex, Kansas City, MO), Highgate Portfolio, Westchase Holdings Ltd.
(Westchase Hilton & Towers, Houston, TX), Ballston Hotel Limited Partnership
(Arlington Hilton, Arlington, VA), Arlington Hilton (Arlington, TX), Georgetown
Latham Hotel, Orange County Airport Hilton and Charlotte Sheraton Airport Plaza.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit Number
99.1 Balance Sheets as of June 30, 1997 (unaudited) and December 31, 1996,
Statements of Operations, Owners' Equity and Cash Flows for the six months
ended June 30, 1997 (unaudited) and the year ended December 31, 1996 for the
Detroit Metro Airport Hilton Suites Hotel with accompanying notes and
Independent Auditors' Report.
99.2 Balance Sheets as of June 30, 1997 (unaudited) and December 31, 1996,
Statements of Operations, Partners' Capital and Cash Flows for the six months
ended June 30, 1997 (unaudited) and the year ended December 31, 1996 for
Metrotown Hotel Limited Partnership with accompanying notes and Independent
Auditors' Report.
99.3 Comparative Balance Sheets as of December 31, 1996 and 1995, comparative
Statements of Income (Loss), Cash Flows and Partners' Capital for the years
ended December 31, 1996 and 1995 for Packwood Jekyll Limited Partnership with
accompanying notes and Independent Auditors' Report.
99.4 Balance Sheet as of June 30, 1997 and Statements of Income (Loss), Cash Flows
and Partners' Capital for the period ended June 30, 1997 for Packwood Jekyll
Limited Partnership with accompanying notes and Accountants' Compilation
Report.
99.5 Balance Sheets as of June 30, 1997 (unaudited) and December 31, 1996,
Statements of Operations, Owners' Equity and Cash Flows for the six months
ended June 30, 1997 (unaudited) and the year ended December 31, 1996 for the
Embassy Suites Philadelphia with accompanying notes and Independent Auditors'
Report.
99.6 Balance Sheets as of June 30, 1997 (unaudited) and December 31, 1996,
Statements of Operations, Partners' Capital (Deficit) and Cash Flows for the
six months ended June 30, 1997 (unaudited) and the year ended December 31,
1996 for River Hotel, Ltd. I with accompanying notes and Independent Auditors'
Report.
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99.7 Combined Balance Sheets as of June 30, 1997 (unaudited) and December 31, 1996,
Combined Statements of Income, Partners' Capital and Cash Flows for the six
months ended June 30, 1997 (unaudited) and the year ended December 31, 1996
for Chi-Town Partners, L.P. and St. Elmo's Partners, L.P. with accompanying
notes and Report of Independent Accountants.
99.8 Combined Balance Sheets as of March 31, 1997 (unaudited) and December 31,
1996, Combined Statements of Operations, Partners' Capital and Cash Flows for
the three months ended March 31, 1997 (unaudited) and the year ended December
31, 1996 for CapStar Tinton Falls, L.P. and CapStar Kansas City Partners, L.P.
with accompanying notes and Independent Auditors' Report.
99.9 Combined Balance Sheet as of December 31, 1996, Combined Statements of
Operations, Owners' Deficit and Cash Flows for the year ended December 31,
1996 for the Highgate Portfolio with accompanying notes and Independent
Auditors' Report.
99.10 Combined Balance Sheet as of December 27, 1996, Combined Statements of Income,
Owners' Deficit and Cash Flows for the year ended December 27, 1996 for
Westchase Holdings Ltd. with accompanying notes and Independent Auditors'
Report.
99.11 Balance Sheets as of June 30, 1996 and December 31, 1995 and 1994, Statements
of Operations, Partners' Deficit and Cash Flows for the six months ended June
30, 1996 and the year ended December 31, 1995, 1994 and 1993 for Ballston
Hotel Limited Partnership with accompanying notes and Independent Auditors'
Report.
99.12 Statements of Operations and Cash Flows for the period from January 1, 1996 to
April 17, 1996 and the years ended December 31, 1995, 1994 and 1993 for the
Arlington Hilton with accompanying notes and Independent Auditors' Report.
99.13 Statements of Operations and Cash Flows for the period from January 1, 1996 to
March 8, 1996 and the years ended December 31, 1995, 1994 and 1993 for the
Georgetown Latham with accompanying notes and Independent Auditors' Report.
99.14 Statements of Operations and Cash Flows for the period from January 1, 1996 to
February 22, 1996 and the years ended December 31, 1995, 1994 and 1993 for the
Orange County Airport Hilton with accompanying notes and Independent Auditors'
Report.
99.15 Statements of Operations and Cash Flows for the period from January 1, 1996 to
February 2, 1996 and the years ended December 31, 1995, 1994 and 1993 for the
Charlotte Sheraton Airport Plaza with accompanying notes and Independent
Auditors' Report.
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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 hereto duly authorized.
Date: September 5, 1997
CAPSTAR HOTEL COMPANY
By: /s/ JOHN EMERY
-----------------------------------------
John Emery
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER
- ---------
99.1 Balance Sheets as of June 30, 1997 (unaudited) and December 31, 1996, Statements of Operations, Owners'
Equity and Cash Flows for the six months ended June 30, 1997 (unaudited) and the year ended December 31,
1996 for the Detroit Metro Airport Hilton Suites Hotel with accompanying notes and Independent Auditors'
Report.
99.2 Balance Sheets as of June 30, 1997 (unaudited) and December 31, 1996, Statements of Operations, Partners'
Capital and Cash Flows for the six months ended June 30, 1997 (unaudited) and the year ended December 31,
1996 for Metrotown Hotel Limited Partnership with accompanying notes and Independent Auditors' Report.
99.3 Comparative Balance Sheets as of December 31, 1996 and 1995, Comparative Statements of Income (Loss), Cash
Flows and Partners' Capital for the years ended December 31, 1996 and 1995 for Packwood Jekyll Limited
Partnership with accompanying notes and Independent Auditors' Report.
99.4 Balance Sheet as of June 30, 1997 and Statements of Income (Loss), Cash Flows and Partners' Capital for
the period ended June 30, 1997 for Packwood Jekyll Limited Partnership with accompanying notes and
Accountants' Compilation Report.
99.5 Balance Sheets as of June 30, 1997 (unaudited) and December 31, 1996, Statements of Operations, Owners'
Equity and Cash Flows for the six months ended June 30, 1997 (unaudited) and the year ended December 31,
1996 for the Embassy Suites Philadelphia with accompanying notes and Independent Auditors' Report.
99.6 Balance Sheets as of June 30, 1997 (unaudited) and December 31, 1996, Statements of Operations, Partners'
Capital (Deficit) and Cash Flows for the six months ended June 30, 1997 (unaudited) and the year ended
December 31, 1996 for River Hotel, Ltd. I with accompanying notes and Independent Auditors' Report.
99.7 Combined Balance Sheets as of June 30, 1997 (unaudited) and December 31, 1996, Combined Statements of
Income, Partners' Capital and Cash Flows for the six months ended June 30, 1997 (unaudited) and the year
ended December 31, 1996 for Chi-Town Partners, L.P. and St. Elmo's Partners, L.P. with accompanying notes
and Report of Independent Accountants.
99.8 Combined Balance Sheets as of March 31, 1997 (unaudited) and December 31, 1996, Combined Statements of
Operations, Partners' Capital and Cash Flows for the three months ended March 31, 1997 (unaudited) and the
year ended December 31, 1996 for CapStar Tinton Falls, L.P. and CapStar Kansas City Partners, L.P. with
accompanying notes and Independent Auditors' Report.
99.9 Combined Balance Sheet as of December 31, 1996, Combined Statements of Operations, Owners' Deficit and
Cash Flows for the year ended December 31, 1996 for the Highgate Portfolio with accompanying notes and
Independent Auditors' Report.
99.10 Combined Balance Sheet as of December 27, 1996, Combined Statements of Income, Owners' Deficit and Cash
Flows for the year ended December 27, 1996 for Westchase Holdings Ltd. with accompanying notes and
Independent Auditors' Report.
99.11 Balance Sheets as of June 30, 1996 and December 31, 1995 and 1994, Statements of Operations, Partners'
Deficit and Cash Flows for the six months ended June 30, 1996 and the year ended December 31, 1995, 1994
and 1993 for Ballston Hotel Limited Partnership with accompanying notes and Independent Auditors' Report.
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99.12 Statements of Operations and Cash Flows for the period from January 1, 1996 to April 17, 1996 and the
years ended December 31, 1995, 1994 and 1993 for the Arlington Hilton with accompanying notes and
Independent Auditors' Report.
99.13 Statements of Operations and Cash Flows for the period from January 1, 1996 to March 8, 1996 and the years
ended December 31, 1995, 1994 and 1993 for the Georgetown Latham with accompanying notes and Independent
Auditors' Report.
99.14 Statements of Operations and Cash Flows for the period from January 1, 1996 to February 22, 1996 and the
years ended December 31, 1995, 1994 and 1993 for the Orange County Airport Hilton with accompanying notes
and Independent Auditors' Report.
99.15 Statements of Operations and Cash Flows for the period from January 1, 1996 to February 2, 1996 and the
years ended December 31, 1995, 1994 and 1993 for the Charlotte Sheraton Airport Plaza with accompanying
notes and Independent Auditors' Report.
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