<PAGE>
As filed with the Securities and Exchange Commission on July 25, 1996
Registration No.333-
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN GENERAL HOSPITALITY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 75-2648842
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3860 West Northwest Highway
Suite 300
Dallas, Texas 75220
(Address of principal executive offices) (Zip Code)
American General Hospitality Corporation Non-Employee Director Incentive Plan
(Full title of the plan)
Steven D. Jorns
3860 West Northwest Highway
Suite 300
Dallas, Texas 75220
(Name and address of agent for service)
(214) 904-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
=====================================================================================================
<CAPTION>
Title of securities to be registered Amount to Proposed Proposed Amount of
be maximum maximum registration
registered offering aggregate fee
price(1) offering
price(1)
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 100,000 $19.75 $1,975,000 $681
=====================================================================================================
</TABLE>
(1) The shares are to be offered at prices not presently determinable. The
offering price of such shares is estimated solely for the purpose of
determining the registration fee and is based on the maximum offering price
per share estimated solely for the purposed of calculating the registration
fee in connection with the Registrant's Registration Statement on Form S-11
(Registration No. 333-4568).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options or shares of Common
Stock under the American General Hospitality Corporation Non-Employee Director
Incentive Plan (the "Plan"), and are not being filed with, or included in, this
Registration Statement on Form S-8 (the "Registration Statement") in accordance
with the rules and regulations of the Securities and Exchange Commission (the
"Commission").
Item 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options or shares of Common
Stock under the Plan and are not being filed with, or included in, this
Registration Statement in accordance with the rules and regulations of the
Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by American General Hospitality Corporation
(the "Company" or "Registrant") with the Commission are incorporated herein by
reference:
(1) The prospectus (the "Prospectus") relating to the offering by the
Registrant of 7,500,000 shares of its Common Stock, par value $0.01
per share (the "Common Stock"), filed with the Commission on May 3,
1996 pursuant to Rule 424(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act"), which Prospectus is included in the
Registrant's Registration Statement on Form S-11 (File No. 333-4568)
(the "S-11 Registration Statement"), as amended, and as declared
effective by the Commission on July 25, 1996, which contains the
audited financial statements of the Registrant and its predecessors
for the period as of April 12, 1996 and the year ended December 31,
1995; and
(2) The Registrant's Registration Statement on Form 8-A, filed with
the Commission on July 5, 1996 pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
which incorporates by reference the description of the Common Stock
contained in the Registrant's Prospectus, and any amendment or report
filed with the Commission for purposes of updating such description.
All documents subsequently filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing of such documents.
-2-
<PAGE>
Item 4. Description of Securities
Not Applicable.
Item 5. Interest of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Maryland General Corporation Law ("MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
Charter of the Company contains such a provision which eliminates such liability
to the maximum extent permitted by Maryland law.
The Charter of the Company obligates it, to the maximum extent permitted by
Maryland law, to indemnify and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to any person (or the estate of any
person) who is or was a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit or proceeding whether or not by or
in the right of the Company, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director, officer, trustee, partner, member, agent or employee of
another corporation, partnership, limited liability company, association, joint
venture, trust or other enterprise. The Charter also permits the Company to
indemnify and advance expenses to any person who served a predecessor of the
Company in any of the capacities described above and to any employee or agent of
the Company or a predecessor of the Company.
The MGCL requires a Maryland corporation (unless its charter provides
otherwise, which the Company's Charter does not) to indemnify a director or
officer who has been successful, on the merits or otherwise, in the defense of
any Maryland proceeding to which he is made a party by reason of his service in
that capacity. The MGCL permits a corporation to indemnify its present and
former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation. In addition, the MGCL requires the Company, as a
condition to advancing expenses, to obtain (a) a written affirmation by the
director or officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by the Company as authorized by the Bylaws
and (b) a written statement by or on his behalf to repay the amount paid or
reimbursed by the Company if it shall ultimately be determined that the standard
of conduct was not met.
The Company intends to purchase director and officer liability insurance
for the purpose of providing a source of funds to pay any indemnification
described above.
-3-
<PAGE>
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4.1 American General Hospitality Corporation Non-Employee Director
Incentive Plan.
5 Opinion of Ballard Spahr Andrews & Ingersoll regarding the legality of
securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ballard Spahr Andrews & Ingersoll (contained in its
opinion filed as Exhibit 5 hereto).
24 Powers of Attorney (contained in the signature pages hereto).
Item 9. Undertakings
The Company hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
2. That for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim or
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceedings) is asserted
by such
-4-
<PAGE>
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on July 25, 1996.
AMERICAN GENERAL HOSPITALITY
CORPORATION
By: /s/ Steven D. Jorns
----------------------------------------
Steven D. Jorns
Chairman of the Board, Chief Executive
Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven D. Jorns and Kenneth E. Barr, and
each or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (until revoked in writing), to sign any and
all amendments (including post-effective amendments) to this Registration
Statement and to cause the same to be filed, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby granting to said attorneys-in-fact and agents, and each of them or their
substitutes, full power and authority to do and perform each and every act and
thing whatsoever requisite or desirable to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all acts and things that said attorneys-in-fact and agents, or either
of them, or their substitutes or substitute may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 25, 1996.
Signature Title Date
- ---------------------- --------------------------------- -------------
/s/ Steven D. Jorns Chairman of the Board, Chief July 25, 1996
- ---------------------- Executive Officer and President
Steven D. Jorns
Executive Vice President, Chief July 25, 1996
/s/ Kenneth E. Barr Financial Officer and Principal
- ---------------------- Accounting Officer
Kenneth E. Barr
-6-
<PAGE>
Signature Title Date
- --------------------------- -------- --------------
/s/ Henry Cabot Lodge III Director July 25, 1996
- ---------------------------
H. Cabot Lodge III
/s/ James R. Worms Director July 25, 1996
- ---------------------------
James R. Worms
/s/ James McCurry Director July 25, 1996
- ---------------------------
James McCurry
/s/ Kent R. Hance Director July 25, 1996
- ---------------------------
Kent R. Hance
-7-
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 American General Hospitality Corporation Non-Employee Director
Incentive Plan.
5 Opinion of Ballard Spahr Andrews & Ingersoll regarding the
legality of securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ballard Spahr Andrews & Ingersoll (contained in its
opinion filed as Exhibit 5 hereto).
24 Powers of Attorney (contained in the signature pages hereto).
-8-
<PAGE>
EXHIBIT 4.1
ARTICLE I
DEFINITIONS
-----------
1.1 Award Date means the date of the first Board meeting after each
----------
annual meeting of the Company's stockholders beginning with the annual meeting
of stockholders in 1997.
1.2 Board means the Board of Directors of the Company.
-----
1.3 Committee means the committee appointed by the Board to
---------
administer the Plan.
1.4 Common Stock means the common stock of the Company.
------------
1.5 Company means American General Hospitality Corporation, a
-------
Maryland corporation.
1.6 Fair Market Value means, on any given date, the current fair
-----------------
market value of a share of Common Stock as determined pursuant to subsection (a)
or (b) below.
(a) The Fair Market Value on the First Award Date for Founding
Directors shall be the initial public offering price of the Common Stock.
(b) Except as provided in subsection (a), Fair Market Value shall be
determined as follows: if the Common Stock is not listed on an established
stock exchange, Fair Market Value shall be the average of the final bid and
asked quotations on the over-the-counter market in which the Common Stock is
traded or, if applicable, the reported "closing" price of a share of Common
Stock in the New York over-the-counter market as reported by the National
Association of Securities Dealers, Inc. If the Common Stock is listed on one or
more established stock exchanges, Fair Market Value shall be deemed to be the
highest closing price of a share of Common Stock reported on any of such
exchanges. In any case, if
<PAGE>
no sale of Common Stock is made on any stock exchange or over-the-counter market
on that date, then Fair Market Value shall be determined as of the next
preceding day on which there was a sale.
1.7 First Award Date means (i) with respect to Founding Directors,
----------------
the date that the registration statement relating to the Company's initial
public offering of Common Stock is declared effective by the Securities and
Exchange Commission, and (ii) with respect to Non-Founding Directors, the date
of the meeting of the Company's shareholders at which the Non-Founding Director
is first elected to the Board.
1.8 Founding Director means a Participant who is a member of the
-----------------
Board on the date that the registration statement relating to the Company's
initial public offering of Common Stock is declared effective by the Securities
and Exchange Commission.
1.9 Internal Revenue Code means the Internal Revenue Code of 1986, as
---------------------
amended.
1.10 Non-Founding Director means a Participant who is not a Founding
---------------------
Director.
1.11 Option means a stock option that entitles the holder to purchase
------
shares of Common Stock from the Company on the terms set forth in Article IV of
this Plan.
1.12 Participant means a member of the Board who, on the First Award
-----------
Date or applicable Award Date, is not an employee or officer of the Company or
any "subsidiary" or "parent" corporation of the Company within the meaning of
Section 424 of the Internal Revenue Code.
2
<PAGE>
1.13 Plan means the American General Hospitality Corporation Non-
----
Employee Directors' Incentive Plan.
ARTICLE II
PURPOSES
--------
The Plan is intended to (i) assist the Company in recruiting and
retaining non-employee directors and (ii) promote a greater identity of interest
between Participants and stockholders by enabling Participants to participate in
the Company's future success.
ARTICLE III
ADMINISTRATION
--------------
The Plan shall be administered by the Committee. The Committee shall
have complete authority to interpret all provisions of the Plan; to adopt,
amend, and rescind rules and regulations pertaining to the administration of the
Plan and to make all other determinations necessary or advisable for the
administration of the Plan. The express grant in the Plan of any specific power
to the Committee shall not be construed as limiting any power or authority of
the Committee. Any decision made, or action taken, by the Committee in
connection with the administration of the Plan shall be final and conclusive.
No member of the Committee shall be liable for any act done in good faith with
respect to the Plan. All expenses of administering the Plan shall be borne by
the Company.
3
<PAGE>
ARTICLE IV
OPTIONS
-------
4.1 Grant of Options. Each Participant shall be granted an Option
----------------
for 10,000 shares of Common Stock on the applicable First Award Date. All
Options shall be evidenced by Agreements that shall be subject to the applicable
provisions of this Plan and to such other provisions as the Committee may adopt
which are not inconsistent with the provisions of this Plan.
4.2 Option Price. The price per share of Common Stock purchased on
------------
the exercise of an Option shall be the Fair Market Value on the date that the
Option is granted.
4.3 Maximum Option Period. The maximum period during which an Option
---------------------
may be exercised shall be ten years from the date of grant.
4.4 Exercise of Options. All Options granted under the Plan shall
-------------------
vest in three installments of 3,333, 3,333 and 3,334 shares, respectively,
beginning on the date of grant and on subsequent anniversaries thereof (each, a
"Vesting Date"), provided the Participant continues to serve as a director of
the Company on such Vesting Date.
4.5 Effect of Termination of Services or Death. If a Participant
------------------------------------------
ceases to serve as a director of the Company for any reason, the Options that
have been previously granted to that Participant and that are not vested as of
that date shall be forfeited. Options that have vested as of the date of such
cessation of services may be exercised by the Participant, in accordance with
and subject to the terms of the Plan, after the date such Participant ceases to
be a director of the Company. If a Participant dies, the Options that have been
previously granted to that Participant and that are vested as of the date of
death
4
<PAGE>
may be exercised by the administrator of the Participant's estate, or by the
person to whom such Options are transferred by will or the laws of descent and
distribution. In no event, however, may any Option be exercised after the
expiration date of such Option. Any Option or portion thereof that is not
exercised during the applicable time period specified above shall be deemed
terminated at the end of the applicable time period for purposes of Article VI
hereof.
4.6 Payment of Option Price. Payment of the Option price shall be
-----------------------
made in cash, cash equivalent acceptable to the Committee, by the surrender of
shares of Common Stock, or a combination thereof. If shares of Common Stock are
surrendered in payment of the Option price, the shares surrendered must have an
aggregate Fair Market Value (determined as of the day preceding the exercise
date) that, together with any cash or cash equivalent paid, is not less than the
Option price for the number of shares of Common Stock for which this Option is
being exercised.
4.7 Nontransferability. Each Option granted under this Plan shall be
------------------
nontransferable except by will or by the laws of descent and distribution.
During the lifetime of the Participant to whom an Option is granted, the Option
may be exercised only by the Participant. No right or interest of a Participant
in any Option shall be liable for, or subject to, any lien, obligation, or
liability of such Participant.
4.8 Shareholder Rights. No Participant shall have any rights as a
------------------
shareholder with respect to shares of Common Stock subject to his or her Option
until the date of exercise of such option.
5
<PAGE>
ARTICLE V
SHARE AWARDS
------------
5.1 Eligibility. Each Participant will be awarded shares of Common
-----------
Stock on each Award Date. The number of shares of Common Stock issued to each
Participant in accordance with the preceding sentence will be the number of
whole shares that has an aggregate Fair Market Value on the Award Date that as
nearly as possible equals $8,500. In addition, shares of Common Stock will be
awarded to each Founding Director on the First Award Date and to each Non-
Founding Director who is first appointed to the Board to fill a vacancy on the
Board other than at the regularly scheduled annual meeting of the Company's
stockholders on the date of such appointment. The number of shares issued in
accordance with the preceding sentence will be the number of whole shares that
have an aggregate Fair Market Value on the date of award that as nearly as
possible equals the product of $8,500 and a fraction, the numerator of which is
the number of full months preceding the next anticipated Award Date and the
denominator of which is twelve.
5.2 Vesting. Shares of Common Stock issued under Section 5.1 shall be
-------
immediately and fully vested.
5.3 Shareholder Rights. A member of the Board who is issued shares
------------------
of Common Stock under Section 5.1 will have the right to vote all such shares
and to receive all dividends thereon and shall have all the rights of a
shareholder of the Company with respect to such shares.
6
<PAGE>
ARTICLE VI
STOCK SUBJECT TO PLAN
---------------------
6.1 Shares Issued. Upon the award of shares of Common Stock in
-------------
accordance with Article V, the Company may issue shares of Common Stock from its
authorized but unissued Common Stock. Upon the exercise of an Option, the
Company may deliver to the Participant (or the Participant's broker if the
Participant so directs), shares of Common Stock from its authorized but unissued
Common Stock.
6.2 Aggregate Limit. The maximum aggregate number of shares of
---------------
Common Stock that may be issued under this Plan is 100,000 shares, 80,000 of
which may be issued pursuant to Article IV and 20,000 of which may be issued
pursuant to Article V. The maximum aggregate number of shares that may be
issued under this Plan shall be subject to adjustment as provided in Article
VII.
6.3 Reallocation of Shares. If an Option is terminated, in whole or
----------------------
in part, for any reason other than its exercise, the number of shares of Common
Stock allocated to the Option or portion thereof may be reallocated to other
Options to be granted under this Plan.
ARTICLE VII
ADJUSTMENT UPON CHANGE IN COMMON STOCK
--------------------------------------
The provisions of this Plan and the terms of outstanding Options shall
be adjusted as the Committee shall determine to be equitably required in the
event that there is an increase or reduction in the number of shares of Common
Stock, or any change (including, but not limited to, a change in value) in the
shares of Common Stock or exchange of shares
7
<PAGE>
of Common Stock for a different number or kind of shares or other securities of
the Company by reason of a reclassification, recapitalization, merger,
consolidation, reorganization, spin-off, split-up, subdivision or consolidation
of shares, extraordinary dividend, change in corporate structure or otherwise.
Any determination made under this Article VII by the Committee shall be final
and conclusive.
The issuance by the Company of shares of any class, or securities
convertible into shares of any class, for cash or property, or for labor or
services, either upon direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares of obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the provisions of
this Plan or the terms of outstanding Options.
ARTICLE VIII
COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES; GOVERNING LAW
--------------------------------------------
No Common Stock shall be issued and no certificates for shares of
Common Stock shall be delivered under the Plan except in compliance with all
applicable federal and state laws and regulations, any listing agreement to
which the Company is a party, and the rules of all domestic stock exchanges on
which the Company's Common Stock may be listed. The Company shall have the
right to rely on an opinion of its counsel as to such compliance. Any
certificate issued to evidence Common Stock issued upon the exercise of an
Option granted under the Plan may bear such legends and statements as the
Committee may deem advisable to assure compliance with federal and state laws
and regulations. No Common
8
<PAGE>
Stock shall be issued and no certificate for shares of Common Stock shall be
delivered upon the exercise of an Option granted under the Plan until the
Company has obtained such consent or approval as the Committee may deem
advisable from regulatory bodies having jurisdiction over such matters. Except
as to matters of federal law, this Plan and the rights of all persons claiming
hereunder shall be construed and determined in accordance with the laws of the
State of Texas without giving effect to conflicts of law principles.
ARTICLE IX
GENERAL PROVISIONS
------------------
9.1 Unfunded Plan. The Plan, insofar as it provides for awards,
-------------
shall be unfunded, and the Company shall not be required to segregate any assets
that may at any time be represented by awards under the Plan. Any liability of
the Company to any person with respect to any award to be made under the Plan
shall be based solely upon any contractual obligations that may be created
pursuant to the Plan. No such obligation of the Company shall be deemed to be
secured by any pledge of, or other encumbrance on, any property of the Company.
9.2 Rules of Construction. Headings are given to the articles and
---------------------
sections of the Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.
9
<PAGE>
ARTICLE X
AMENDMENT
---------
The Board may amend from time to time or terminate the Plan at any
time; provided, however, that no amendment may become effective until
shareholder approval is obtained if the amendment materially (i) increases the
aggregate number of shares of Common Stock that may be issued under this Plan
(other than an adjustment authorized under Article VII), (ii) increases the
benefits to be awarded under the Plan or (iii) changes the class of individuals
eligible to become Participants. The provisions of the Plan relating to the
amount, price and timing of grants of Options and awards of shares of Common
Stock (including Sections 1.1, 1.6, 1.7, 1.12 and Articles IV, V, VI, and VII)
may not be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code and the rules and regulations thereunder.
No amendment shall, without a Participant's consent, adversely affect any rights
of such Participant under any outstanding Option or award of shares with Common
Stock.
ARTICLE XI
DURATION OF PLAN
----------------
No Option or award of Common Stock may be made under this Plan after
December 31, 2006. Options and awards of Common Stock made before that date
shall remain valid in accordance with their terms.
10
<PAGE>
ARTICLE XII
EFFECTIVE DATE OF PLAN
----------------------
Options may be granted under this Plan upon its adoption by the Board,
provided that no Option shall be effective or exercisable unless this Plan is
approved by a majority of the votes entitled to be cast by the Company's
stockholders, voting either in person or by proxy, at a duly held stockholders'
meeting or by unanimous consent of the Company's stockholders. Awards of Common
Stock may be granted under this Plan upon the later of its adoption by the Board
or its approval by stockholders in accordance with the preceding sentence.
11
<PAGE>
EXHIBIT 5
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
FILE NUMBER
800727
July 12, 1996
American General Hospitality Corporation
Attn: Steven D. Jorns, President
Suite 300
3860 West Northwest Highway
Dallas, Texas 75220
Re: American General Hospitality Corporation:
Registration Statement on Form S-8
-----------------------------------------
Ladies and Gentlemen:
We have acted as Maryland counsel to American General Hospitality
Corporation, a Maryland corporation (the "Company"), in connection with certain
matters of Maryland law arising out of the registration of 100,000 shares (the
"Shares") of common stock, $.01 par value per share (the "Common Stock"), by the
Company, covered by the above-referenced Registration Statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"1933 Act"). The Shares are to be issued by the Company pursuant to the
American General Hospitality Corporation Non-Employee Directors' Incentive Plan
(the "Plan"). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed to them in the Registration Statement.
In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement;
2. A specimen of the certificate representing the Common Stock,
certified as of a recent date by the Secretary of the Company;
3. The charter of the Company, certified as of a recent date by the
State Department of Assessments and Taxation of Maryland (the "SDAT");
<PAGE>
American General Hospitality Corporation
July 12, 1996
Page 2
4. The Bylaws of the Company, certified as of a recent date by its
Secretary;
5. Resolutions adopted by the Board of Directors of the Company
relating to the approval of the Plan and the authorization of the issuance of
the Shares pursuant to the Plan, certified as of a recent date by the Secretary
of the Company;
6. A certificate as of a recent date of the SDAT as to the good
standing of the Company;
7. A certificate executed by Kenneth E. Barr, Secretary of the
Company, dated July 12, 1996;
8. A copy of the Plan, certified as of a recent date by the
Secretary of the Company; and
9. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent with, the following:
1. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms except as limited (a) by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws relating to or affecting the
enforcement of creditors' rights and (b) by general equitable principles,
whether applied in law or in equity.
2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents, whether on behalf
of such individual or another person, is legally competent to do so.
4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All
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American General Hospitality Corporation
July 12, 1996
Page 3
signatures on all Documents are genuine. All public records reviewed or relied
upon by us or on our behalf are true and complete. All statements and
information contained in the Documents are true and complete. There are no oral
or written modifications of or amendments to the Documents, and there has been
no waiver of any of the provisions of the Documents, by action or conduct of the
parties or otherwise.
5. The Shares have not been and will not be issued in violation of
any restriction or limitation contained in Article V, Section 2 of the Charter.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under
and by virtue of the laws of the State of Maryland and is in good standing with
the SDAT.
2. The Shares have been duly authorized for issuance under the Plan
and, when issued and delivered against payment therefor and otherwise in the
manner described in the Plan and in such authorization, will be validly issued,
fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to compliance with the securities (or "blue sky") laws
of the State of Maryland.
We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof of or if we become aware of any fact that
might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you solely for your benefit.
Accordingly, it may not be relied upon by, quoted in any manner to, or delivered
to any other person or entity without, in each instance, our prior written
consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of
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American General Hospitality Corporation
July 12, 1996
Page 4
our firm therein. In giving this consent, we do not admit that we are within
the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 (File No. 333-____ of our reports dated March 29, 1996, on our
audits of the combined financial statements and financial statement schedule of
the AGH Predecessor Hotels; dated April 8, 1996, on our audits of the combined
financial statements and financial statement schedule of the AGH Acquisition
Hotels, dated April 12, 1996, on our audit of the balance sheet of American
General Hospitality Corporation; and dated May 29, 1996 on our audit of the
balance sheet of AGH Leasing, L.P., as filed in the Registration Statement on
Form S-11 (File No. 333-4568). We also consent to the reference to our firm
under the caption "Experts."
/s/ Coopers & Lybrand LLP
Dallas, Texas
July 15, 1996
