UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ 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): June 5, 1998 CAPSTAR HOTEL COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-12017 52-1979383 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) 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. CapStar Hotel Company ("CapStar") is filing this Current Report on Form 8-K in connection with Amendment No. 1 to the Agreement and Plan of Merger, dated June 5, 1998, among CapStar, CapStar Management Company, L.P. and CapStar Management Company II, L.P., on the one hand, and American General Hospitality Corporation and American General Hospitality Operating Partnership, L.P., on the other hand. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Description of Exhibit - ----------- ---------------------- 2.1 Amendment No. 1 to the Agreement and Plan of Merger, dated June 5, 1998, among CapStar, CapStar Management Company, L.P. and CapStar Management Company II, L.P., on the one hand, and American General Hospitality Corporation and American General Hospitality Operating Partnership, L.P., on the other hand. 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. CAPSTAR HOTEL COMPANY Date: June 10, 1998 By: /s/ John Emery ------------------ John Emery Chief Financial Officer EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 2.1 Amendment No. 1 to the Agreement and Plan of Merger, dated June 5, 1998, among CapStar, CapStar Management Company, L.P. and CapStar Management Company II, L.P., on the one hand, and American General Hospitality Corporation and American General Hospitality Operating Partnership, L.P., on the other hand.