-----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, U9fATE+t8C+gsjdQ2y4qiwHlGe/7tw9da+nxKcCSqhB3xee16xETdNB9oABVP5O/ EJxdfkDnv1n7QW8ZRGOkVA== 0000950142-97-000133.txt : 19970222 0000950142-97-000133.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950142-97-000133 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-47801 FILM NUMBER: 97534512 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 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 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. ___) CapStar Hotel Company ------------------------------------------------------------------------ (Name of Issuer) Common, $0.01 par value ------------------------------------------------------------------------ (Title of Class of Securities) 140918 10 3 ------------------------------------------------ (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent of less of such class.) (See rule 13d-7). * 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). Page 1 of 14 Pages CUSIP NO. 140918 10 3 13G PAGE 2 OF 14 PAGES --------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capstar Executive Investors I, L.L.C. 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 SHARES BENEFICIALLY 451,743 OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 7 SOLE DISPOSITIVE POWER 451,743 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 451,743 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.5% 12 TYPE OF REPORTING PERSON* OO CUSIP NO. 140918 10 3 13G PAGE 3 OF 14 PAGES --------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CapStar Executive Investors II, L.L.C. 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 SHARES BENEFICIALLY 10,986 OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 7 SOLE DISPOSITIVE POWER 10,986 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,986 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.01% 12 TYPE OF REPORTING PERSON* OO CUSIP NO. 140918 10 3 13G PAGE 4 OF 14 PAGES --------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New CapStar Group I, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 167,763 OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 7 SOLE DISPOSITIVE POWER 167,763 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,763 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.3% 12 TYPE OF REPORTING PERSON* OO CUSIP NO. 140918 10 3 13G PAGE 5 OF 14 PAGES --------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New CapStar Group II, L.L.C. 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 SHARES BENEFICIALLY 90,494 OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 7 SOLE DISPOSITIVE POWER 90,494 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 90,494 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.07% 12 TYPE OF REPORTING PERSON* OO CUSIP NO. 140918 10 3 13G PAGE 6 OF 14 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 SHARES BENEFICIALLY 5,975 OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 7 SOLE DISPOSITIVE POWER 5,975 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 0.01% 12 TYPE OF REPORTING PERSON* CO CUSIP NO. 140918 10 3 13G PAGE 7 OF 14 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 SHARES BENEFICIALLY 24,979 OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 7 SOLE DISPOSITIVE POWER 24,979 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 0.2% 12 TYPE OF REPORTING PERSON* CO CUSIP NO. 140918 10 3 13G PAGE 8 OF 14 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 SHARES BENEFICIALLY 141,550 OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 7 SOLE DISPOSITIVE POWER 141,550 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 1.11% 12 TYPE OF REPORTING PERSON* CO CUSIP NO. 140918 10 3 13G PAGE 9 OF 14 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 SHARES BENEFICIALLY 507,774 OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 462,729 7 SOLE DISPOSITIVE POWER 507,774 8 SHARED DISPOSITIVE POWER 462,729 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 970,503 (See Exhibit A) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.6% 12 TYPE OF REPORTING PERSON* IN 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 Executive Investors I, L.L.C. CapStar Executive Investors II, L.L.C. New CapStar Group I, L.L.C. New CapStar Group II, L.L.C. 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 Executive Investors I, L.L.C. - Delaware CapStar Executive Investors II, L.L.C. - Delaware New CapStar Group I, L.L.C. - Delaware New CapStar Group II, L.L.C. - Delaware 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: (A) |_| BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE ACT (B) |_| BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT (C) |_| INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19) OF THE ACT Page 10 of 14 Pages (D) |_| INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE INVESTMENT COMPANY ACT (E) |_| INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE INVESTMENT ADVISERS ACT OF 1940 (F) |_| EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT TO THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 OR ENDOWMENT FUND; SEE SS. 240.13D-1(B)(1)(II)(F) (G) |_| PARENT HOLDING COMPANY, IN ACCORDANCE WITH SS. 240.13D-1(B)(II)(G) (NOTE: SEE ITEM 7) (H) |_| GROUP, IN ACCORDANCE WITH SS. 240.13D-1(B)(1)(II)(H) ITEM 4 OWNERSHIP See responses to Items 5, 6, 7, 8, 9, and 11 of Cover Pages. 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 |_| 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 Executive Investors I, L.L.C. (CO) CapStar Executive Investors II, L.L.C. (CO) New CapStar Group I, L.L.C. (CO) New CapStar Group II, L.L.C. (CO) 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 11 of 14 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 14, 1997 --------------------------- Date CapStar Executive Investors I, L.L.C. By: /s/ Paul W. Whetsell ------------------------------------- Paul W. Whetsell Managing Member CapStar Executive Investors II, L.L.C. By: /s/ Paul W. Whetsell ------------------------------------- Paul W. Whetsell Managing Member New CapStar Group I, L.L.C. By: /s/ Paul W. Whetsell ------------------------------------- Paul W. Whetsell Managing Member New CapStar Group II, L.L.C. By: /s/ Paul W. Whetsell ------------------------------------- Paul W. Whetsell Managing Member CapStar GP Corp. By: /s/ Paul W. Whetsell ------------------------------------- Paul W. Whetsell President Page 12 of 14 Pages 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 13 of 14 Pages EXHIBIT A Shares Beneficially owned by Paul W. Whetsell - --------------------------------------------- Direct ownership 77,013 shares As managing member: Capstar Executive Investors I, L.L.C.* 451,743 Capstar Executive Investors II, L.L.C.* 10,986 New Capstar Group I, L.L.C. 167,763 New Capstar Group II, L.L.C. 90,494 As owner of a controlling interest: CapStar GP Corp. 5,975 Latham Hotels, Inc. 24,979 CapStar Hotels, Inc. 141,550 ------- Total: 970,503 * Voting and dispositive power shared with certain individuals as co-managing members. Page 14 of 14 Pages -----END PRIVACY-ENHANCED MESSAGE-----