-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DFfo3y+qL34C9q1c2VE1VAjbSq0tRNJy13F/oOv/pvEyAvAp0MIImStzmNg/5GuY J4QZKuaruUd1tEuZjncGbA== 0000950142-98-000160.txt : 19980218 0000950142-98-000160.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950142-98-000160 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980217 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPSTAR HOTEL CO CENTRAL INDEX KEY: 0001014764 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521979383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-47801 FILM NUMBER: 98540240 BUSINESS ADDRESS: STREET 1: 1010 WISCONSIN AE NW CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2029654455 MAIL ADDRESS: STREET 1: 1010 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20007 FORMER COMPANY: FORMER CONFORMED NAME: CAPSTAR HOTEL INVESTORS INC DATE OF NAME CHANGE: 19960517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHETSELL PAUL W CENTRAL INDEX KEY: 0001033638 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1010 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2029654455 MAIL ADDRESS: STREET 1: 1010 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20007 SC 13G/A 1 AMENDMENT NO. 2 FOR SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 2)* CapStar Hotel Company - -------------------------------------------------------------------------------- (Name of Issuer) Common, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 140918 10 3 ----------------------------------------------------------------------- (CUSIP Number) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 140918 10 3 13G PAGE 2 OF 9 PAGES ----------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CapStar GP Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER 5,975 SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER 5,975 EACH REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,975 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02% 12 TYPE OF REPORTING PERSON* CO Page 2 of 9 Pages CUSIP NO. 140918 10 3 13G PAGE 3 OF 9 PAGES ----------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Latham Hotels, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER 24,979 SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER 24,979 EACH REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,979 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12 TYPE OF REPORTING PERSON* CO Page 3 of 9 Pages CUSIP NO. 140918 10 3 13G PAGE 4 OF 9 PAGES ----------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CapStar Hotels, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER 141,550 SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER 141,550 EACH REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 141,550 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6% 12 TYPE OF REPORTING PERSON* CO Page 4 of 9 Pages CUSIP NO. 140918 10 3 13G PAGE 5 OF 9 PAGES ----------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paul W. Whetsell 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5 SOLE VOTING POWER 454,407 SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER 454,407 EACH REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 454,407 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.8% 12 TYPE OF REPORTING PERSON* IN Page 5 of 9 Pages AMENDMENT NO. 2 TO SCHEDULE 13G This Amendment No. 2 to Schedule 13G ("Amendment No. 2") is filed by the undersigned to amend and restate in its entirety the Schedule 13G, filed February 14, 1997, as amended and restated on February 11, 1998, with respect to the shares of common stock, par value $.01 per share (the "Common Stock"), of CapStar Hotel Company (the "Company"). ITEM 1 (A) NAME OF ISSUER CapStar Hotel Company (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 1010 Wisconsin Avenue, N.W. Washington, D.C. 20007 ITEM 2 (A) NAME OF PERSONS FILING CapStar GP Corp. Latham Hotels, Inc. CapStar Hotels, Inc. Paul W. Whetsell (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 1010 Wisconsin Avenue, N.W. Washington, D.C. 20007 (C) CITIZENSHIP CapStar GP Corp. - Delaware Latham Hotels, Inc. - Delaware CapStar Hotels, Inc. - Delaware Paul W. Whetsell - U.S.A. (D) TITLE OF CLASS OF SECURITIES Common Stock, $.01 par value (E) CUSIP NUMBER 140918 10 3 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: Not applicable. Page 6 of 9 Pages ITEM 4 OWNERSHIP Not applicable. ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X] The aggregate number of shares of Common Stock beneficially owned by the reporting person is 454,407, representing 1.8% of the Common Stock outstanding as of the date of this Amendment No. 2. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not applicable. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP CapStar GP Corp. (CO) Latham Hotels, Inc. (CO) CapStar Hotels, Inc. (CO) Paul W. Whetsell (IN) ITEM 9 NOTICE OF DISSOLUTION OF GROUP Not applicable. Page 7 of 9 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 12, 1998 ---------------- Date CapStar GP Corp. By: /s/ Paul W. Whetsell -------------------- Paul W. Whetsell President Latham Hotels, Inc. By: /s/ Paul W. Whetsell -------------------- Paul W. Whetsell President CapStar Hotels, Inc. By: /s/ Paul W. Whetsell -------------------- Paul W. Whetsell President /s/ Paul W. Whetsell -------------------- Paul W. Whetsell Page 8 of 9 Pages EX-1 2 EXHIBIT A EXHIBIT A Shares of Common Stock Beneficially Owned by Paul W. Whetsell - ------------------------------------------------------------- Direct ownership: 281,903 shares As owner of a controlling interest: CapStar GP Corp. 5,975 shares Latham Hotels, Inc. 24,979 shares CapStar Hotels, Inc. 141,550 shares -------------- Total: 454,407 shares ============== Page 9 of 9 Pages -----END PRIVACY-ENHANCED MESSAGE-----