UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 1997
CAPSTAR HOTEL COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-12017 52-1979383
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(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
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (202) 965-4455
Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On August 22, 1997, CapStar Hotel Company (the "Company") filed a
Registration Statement on Form S-3 (No. 333-34253), as amended by Amendment No.
1 filed on September 10, 1997 (the "Registration Statement"), relating to the
registration under the Securities Act of 1933, as amended, of up to an aggregate
of $600,000,000 of its Common Stock, Preferred Stock, Senior Debt Securities,
Subordinated Debt Securities and Warrants, which Registration Statement was
declared effective on September 10, 1997.
The Company has entered into an indenture, dated as of October 16,
1997, between the Company and First Trust of New York, National Association, as
trustee (the "Trustee"), pursuant to which the Company intends to issue
$172,500,000 aggregate principal amount of its 4.75% Convertible Subordinated
Notes due 2004 registered pursuant to the Registration Statement.
In order to provide for the eligibility of the Trustee under the
Trust Indenture Act of 1939, the Trustee has executed a Statement of Eligibility
which is attached hereto (together with certain exhibits thereto) as Exhibit 25
and hereby incorporated by reference into the Registration Statement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
Exhibit Number Description of Exhibit
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25 Statement of Eligibility of Trustee on Form T-1
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Signatures
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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: October 15, 1997
CAPSTAR HOTEL COMPANY
By: /s/ JOHN EMERY
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John Emery
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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25 Statement of Eligibility of Trustee on Form T-1