UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 7, 1998 CAPSTAR HOTEL COMPANY (Exact name of registrant as specified in its charter) Delaware 1-12017 52-1979383 - ------------------------------------------------------------------------------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation) 1010 Wisconsin Avenue, N.W., Suite 650 Washington, D.C. 20007 - ------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (202) 965-4455 Not applicable - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. OTHER EVENTS Attached hereto as Exhibits 99.1 and 99.2, respectively, are the financial statements for MeriStar Hotels & Resorts, Inc. ("OpCo") as of March 31, 1998 (unaudited), December 31, 1997 and 1996 and for the three months ended March 31, 1998 and 1997 (unaudited) and for each of the years in the three-year period ended December 31, 1997, and the financial statements for American General Hospitality, Inc. as of December 31, 1997 and 1996, and for the three months ended March 31, 1998 and 1997 (unaudited) and for each of the years in the three-year period ended December 31, 1997 Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit Number Description of Exhibit - ------- ---------------------- 99.1 Balance sheets as of March 31, 1998, (unaudited), December 31, 1997 and 1996, Statements of Operations, Owners' Equity and Cash Flows for the three months ended March 31, 1998 and 1997 (unaudited) and for each of the years in the three-year period ended December 31, 1997 for OpCo with accompanying notes and Independent Auditors' Report. 99.2 Balance Sheets as of March 31, 1998 (unaudited), December 31, 1997 and 1996, Statements of Operations, Stockholders' Equity and Cash Flows for the three months ended March 31, 1998 and 1997 (unaudited) and for each of the years in the three-year period ended December 31, 1997 for American General Hospitality, Inc. with accompanying notes and Report of Independent Accountants. 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, thereunto duly authorized. Date: May 22, 1998 CAPSTAR HOTEL COMPANY By: /s/ JOHN EMERY ------------------------ John Emery Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Exhibit - ------- ---------------------- 99.1 Balance sheets as of March 31, 1998 (unaudited) December 31, 1997 and 1996, Statements of Operations, Owners' Equity and Cash Flows for the three months ended March 31,1998 and 1997 (unaudited) and for each of the years in the three-year period ended December 31, 1997 for OpCo with accompanying notes and Independent Auditors' Report. 99.2 Balance Sheets as of March 31, 1998 (unaudited), December 31, 1997 and 1996, Statements of Operations, Stockholders' Equity and Cash Flows for the three months ended March 31, 1998 and 1997 (unaudited) and for each of the years in the three-year period ended December 31, 1997 for American General Hospitality, Inc. with accompanying notes and Report of Independent Accountants.