<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 1997
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-11
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________
AMERICAN GENERAL HOSPITALITY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
____________
3860 WEST NORTHWEST HIGHWAY
SUITE 300
DALLAS, TEXAS 75220
(214) 904-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF PRINCIPAL EXECUTIVE OFFICES)
STEVEN D. JORNS
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
3860 WEST NORTHWEST HIGHWAY
SUITE 300
DALLAS, TEXAS 75220
(214) 904-2000
(NAME AND ADDRESS OF AGENT FOR SERVICE)
____________
COPIES TO:
PETER M. FASS, ESQ. DAVID C. WRIGHT, ESQ.
STEVEN L. LICHTENFELD, ESQ. HUNTON & WILLIAMS
LESLIE H. LOFFMAN, ESQ. 2000 RIVERVIEW TOWER
BATTLE FOWLER LLP 900 SOUTH GAY STREET
75 EAST 55TH STREET KNOXVILLE, TENNESSEE 37902
NEW YORK, NEW YORK 10022 (423) 549-7700
(212) 856-7000
____________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] Registration No. 333-19585
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF
BEING REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE(2)
- - ----------------------------- --------------- ------------------- -------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value.. 340,000 $27.25 $9,265,000 $2,808
====================================================================================================================
</TABLE>
(1) Amount represents an increase in the offering size from 6,325,000 shares to
6,665,000 shares of which 6,325,000 shares were previously registered.
Includes up to 865,000 shares which the Underwriters have the option to
purchase solely to cover over-allotments, if any.
(2) Calculated pursuant to Rule 457.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-11 is filed by American General
Hospitality Corporation, a Maryland corporation (the "Company"), pursuant to
Rule 462(b) under the Securities Act of 1933, as amended (the "Act"). The
information in the Registration Statement on Form S-11, and its amendments
thereto, previously filed by the Company with the Securities and Exchange
Commission (File No. 333-19585) pursuant to the Act is incorporated by reference
into this Registration Statement.
<PAGE>
EXHIBIT
- - ------- ------------------------------------------------------------------
5.1 - Opinion of Battle Fowler LLP as to the legality of the securities
being registered
8.1 - Opinion of Battle Fowler LLP as to certain tax matters
8.2 - Opinion of Coopers & Lybrand L.L.P., as to Texas franchise tax
matters
23.1 - Consent of Coopers & Lybrand L.L.P.
23.2 - Consent of Battle Fowler LLP (included in Exhibits 5.1 and 8.1
hereto)
23.3 - Consent of Coopers & Lybrand L.L.P. as to its opinion on Texas
franchise tax matters (included in Exhibit 8.2 hereto)
24.1 - Powers of Attorney (included on signature page hereto)
<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-11 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 FEBRUARY 4, 1997.
AMERICAN GENERAL HOSPITALITY CORPORATION
By: /s/ Steven D. Jorns
-------------------------------------
Steven D. Jorns
Chairman of the Board, Chief Executive Officer,
and President
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY 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 IN AND ABOUT THE PREMISES, 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 BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 4, 1997.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Steven D. Jorns Chairman of the Board, February 4, 1997
- - ----------------------------- Chief Executive Officer,
STEVEN D. JORNS and President
/s/ Kenneth E. Barr Executive Vice President, February 4, 1997
- - ----------------------------- Chief Financial Officer,
KENNETH E. BARR Principal Accounting
Officer, Secretary and
Treasurer
/s/ H. Cabot Lodge III Director February 4, 1997
- - -----------------------------
H. CABOT LODGE III
/s/ James R. Worms Director February 4, 1997
- - -----------------------------
JAMES R. WORMS
/s/ James McCurry Director February 4, 1997
- - -----------------------------
JAMES MCCURRY
/s/ Kent R. Hance Director February 4, 1997
- - -----------------------------
KENT R. HANCE
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- - ------- ---------------------------------------------------------------------
<S> <C>
5.1 -- Opinion of Battle Fowler LLP as to the legality of the securities
being registered
8.1 -- Opinion of Battle Fowler LLP as to certain tax matters
8.2 -- Opinion of Coopers & Lybrand L.L.P., as to Texas franchise tax
matters
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Battle Fowler LLP (included in Exhibits 5.1 and 8.1
hereto)
23.3 -- Consent of Coopers & Lybrand L.L.P. as to its opinion on Texas
franchise tax matters (included in Exhibit 8.2 hereto)
24.1 -- Powers of Attorney (included on signature page hereto)
</TABLE>
<PAGE>
[LETTERHEAD OF BATTLE FOWLER LLP]
February 4, 1997
Board of Directors
American General Hospitality Corporation
3860 West Northwest Highway, Suite 300
Dallas, TX 75220
Re: American General Hospitality Corporation
Registration Statement on Form S-11
-----------------------------------------
Gentlemen:
We are acting as counsel for American General Hospitality
Corporation, a Maryland corporation (the "Company"), in connection
with its Registration Statement on Form S-11, and any amendments
thereto (the "Registration Statement"), as filed with the Securities
and Exchange Commission, with respect to up to 340,000 shares
of the Company's Common Stock, $0.01 par value per share (the
"Shares").
In rendering this opinion, we have relied upon, among
other things, our examination of such records of the Company and
certificates of its officers and of public officials as we have
deemed necessary for the purpose of the opinion expressed below.
In addition, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various
questions of fact material to this opinion, we have relied, to the
extent we deem reasonably appropriate, upon representations or
certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company,
<PAGE>
2
Board of Directors February 4, 1997
without independently checking or verifying the accuracy of such
documents, records and instruments furnished to us by the Company.
We are not admitted to the practice of law in any
jurisdiction but the State of New York, and we do not express any
opinion as to the laws of other states or jurisdictions other than
the laws of the State of New York and the federal law of the United
States and, with respect to matters of Maryland law, we have relied
exclusively on the opinion of Ballard Spahr Andrews & Ingersoll,
Maryland counsel to the Company, a copy of which is attached hereto
as Exhibit A. No opinion is expressed as to the effect that the law
of any other jurisdiction may have upon the subject matter of the
opinion expressed herein under conflicts of law principles, rules
and regulations or otherwise.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion
that the Shares have been duly authorized and, when sold and
delivered against payment therefor in the manner described in such
authorization, will be validly issued, fully paid and non-
assessable.
We consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included 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 Securities Act of
1933, as amended, or the rules and regulations promulgated
thereunder by the Securities and Exchange Commission.
Very truly yours,
/s/ Battle Fowler LLP
<PAGE>
Exhibit A
FILE NUMBER
831840
February 4, 1997
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
Re: American General Hospitality Corporation
Registration Statement on Form S-11 pursuant to
Rule 462(b): 340,000 Shares of Common Stock,
$.01 Par Value Per Share
-----------------------------------------------
Ladies and Gentlemen:
We have served 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 up to 340,000
shares (the "Shares") of Common Stock, $.01 par value per share (the "Common
Stock"), by the Company, pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended (the "1933 Act"), and the above-referenced
Registration Statement, and all amendments thereto (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "1933 Act").
Unless otherwise defined herein, capitalized terms used herein shall have the
meanings given 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 charter of the Company, certified as of a recent date by the
State Department of Assessments and Taxation of Maryland (the "SDAT");
<PAGE>
Battle Fowler LLP
February 4, 1997
Page 2
2. The Bylaws of the Company, certified as of a recent date by its
Secretary;
3. Resolutions adopted by the Board of Directors of the Company
relating to the registration, sale and issuance of the Shares (the
"Resolutions"), certified as of a recent date by the Secretary of the Company;
4. A certificate as of a recent date of the SDAT as to the good
standing of the Company;
5. The form of certificate representing a share of the Common Stock,
certified as of a recent date by the Secretary of the Company;
6. Certificates executed by Kenneth E. Barr, Secretary of the Company,
dated January 29, 1997 and February 3, 1997; and
7. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth herein, 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 or (b) by general equitable principles;
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; and
<PAGE>
Battle Fowler LLP
February 4, 1997
Page 3
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 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 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.
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 and, when sold and delivered
against payment therefor in the manner described in the Resolutions, 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 any securities laws.
We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof of 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 submission to the
Securities and Exchange Commission as an exhibit to the Registration Statement
and, accordingly, it may not be relied upon by, quoted in any manner to, or
delivered to any other person or entity (other than the Company) without, in
each instance, our prior written consent.
<PAGE>
Battle Fowler LLP
February 4, 1997
Page 4
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of 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, Andrews & Ingersoll
<PAGE>
[LETTERHEAD OF BATTLE FOLWER]
(212) 856-7000
(212) 339-9150
February 4, 1997
American General Hospitality Corporation
3860 West Northwest Highway
Suite 300
Dallas, Texas 75220
Gentlemen:
We have acted as counsel to American General Hospitality
Corporation, a Maryland corporation (the "Company"), in connection
with the preparation of a registration statement (the "Registration
Statement") filed with the Securities and Exchange Commission on February 4,
1997 (No. 333- ), as amended through the date hereof, with respect to the
offering and sale (the "Offering") of up to 340,000 shares of common stock,
$.01 par value, of the Company, the Company's contribution of substantially all
of the net proceeds of the Offering to its wholly-owned subsidiaries, AGH GP,
Inc., a Nevada corporation ("AGH GP"), and AGH LP, Inc., a Nevada corporation
("AGH LP"), and the contribution by AGH GP and AGH LP of such net proceeds to
American General Hospitality Operating Partnership, L.P., a Delaware limited
partnership (the "Operating Partnership"). You have requested our opinion on
certain federal income tax matters in connection with the Offering.
The Operating Partnership owns equity interests in sixteen
hotels (the "Current Hotels") and intends to acquire equity interests in four
additional existing hotels and associated personal property (the "Proposed
Acquisition Hotels" and together with the Current Hotels, the "Hotels"). The
Operating Partnership owns, and will own, some of the Hotels directly and owns,
and will own, the remaining Hotels through limited liability companies, joint
ventures or subsidiary partnerships (collectively, the "Subsidiary
Partnerships"). One of three limited liability companies in which the Company is
the one percent member and the Operating Partnership is the 99 percent
<PAGE>
2
American General Hospitality Corporation February 4, 1997
member (the "LLCs") will own a one percent general partnership interest and the
Operating Partnership will own a 99 percent limited partnership interest in each
Subsidiary Partnership. The Operating Partnership or the Subsidiary
Partnerships, as the case may be, leases or will lease each of the Hotels to AGH
Leasing, L.P. (the "Lessee"), pursuant to substantially similar operating leases
(the "Leases"). With the exception of one of the Proposed Acquisition Hotels,
American General Hospitality, Inc., a Texas corporation, operates or will
operate the Hotels pursuant to management agreements (the "Management
Agreements") between it and the Lessee.
In connection with the opinions rendered below, we have
examined the following:
1. the Company's Articles of Amendment and Restatement, as
filed with the Secretary of State of Maryland;
2. the Company's Amended and Restated Bylaws;
3. the Registration Statement, including the prospectus
contained as part of the Registration Statement (the "Prospectus");
4. the Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, dated as of July 31, 1996
(the "Operating Partnership Agreement)," among AGH GP, as general
partner, AGH LP, as the initial limited partner, and several other
limited partners;
5. the partnership agreements, operating agreements and
joint venture agreements (together with the Operating Partnership
Agreement, the "Partnership Agreements") of the Subsidiary
Partnerships;
6. the Leases between the Operating Partnership or the
Subsidiary Partnerships and the Lessee;
7. the Lease Master Agreement between the Operating
Partnership, the Subsidiary Partnerships and the Lessee;
8. the Management Agreements between American General
Hospitality, Inc. and the Lessee; and
9. such other documents as we have deemed necessary or
appropriate for purposes of this opinion.
In connection with the opinions rendered below, we have
<PAGE>
3
American General Hospitality Corporation February 4, 1997
assumed generally that:
1. each of the documents referred to above has been duly
authorized, executed, and delivered; is authentic, if an original,
or
is accurate, if a copy; and has not been amended;
2. during each taxable year, including its short taxable
year ending December 31, 1996, the Company has operated and will
continue to operate in such a manner that will make the
representations contained in the Representation Letter, dated
January 27, 1997 and executed by the executive vice-president of the
Company (the "Representation Letter"), true for such years;
3. the Company will not make any amendments to its
organizational documents or the Partnership Agreements, after the
date of this opinion that would affect Company's qualification as a
real estate investment trust (a "REIT") for any taxable year;
4. each limited partner (a "Limited Partner") of the
Operating Partnership (other than AGH LP) that is a corporation or
other entity has valid legal existence; and
5. each Limited Partner (other than AGH LP) has full
power, authority, and legal right to enter into and perform the
terms
of the Operating Partnership Agreement and the transactions contem-
plated thereby.
In connection with the opinions rendered below, we also have
relied upon the correctness of the representations contained in the
Representation Letter.
For purposes of our opinions, we made no independent
investigation of the facts contained in the documents and assumptions set forth
above, the representations set forth in the Representation Letter, or the
Prospectus. No facts have come to our attention, however, that would cause us to
question the accuracy and completeness of such facts or documents in a material
way.
In addition, to the extent that any of the representations
provided to us in the Representation Letter is with respect to matters set forth
in the Internal Revenue Code of 1986, as amended (the "Code"), or the Treasury
regulations thereunder (the "Regulations"), we have reviewed with the
individuals making such representation the relevant portion of the Code and the
applicable Regulations and are reasonably satisfied that such individuals
understand such provisions and are capable of making such representations.
<PAGE>
4
American General Hospitality Corporation February 4, 1997
Based on the documents and assumptions set forth above, the
representations set forth in the Representation Letter, and the discussion in
the Prospectus under the caption "Federal Income Tax Considerations" (which is
incorporated herein by reference), we are of the opinion that:
(a) commencing with the Company's short taxable year ending
December 31, 1996, the Company will qualify to be taxed as a REIT pursuant to
sections 856 through 860 of the Code, and the Company's proposed method of
operation will enable it to meet the requirements for qualification and taxation
as a REIT under the Code;
(b) the descriptions of the law and the legal conclusions
contained in the Prospectus under the caption "Federal Income Tax
Considerations" are correct in all material respects, and the discussion
contained therein fairly summarizes the federal tax considerations that are
material to a holder of the Common Shares; and
(c) the Operating Partnership and the Subsidiary Partnerships will
be treated for federal income tax purposes as partnerships and not as
associations taxable as corporations or as publicly traded partnerships.
We will not review on a continuing basis the Company's compliance with the
documents or assumptions set forth above, or the representations set forth in
the Representation Letter. Accordingly, no assurance can be given that the
actual results of the Company's operations for any given taxable year will
satisfy the requirements for qualification and taxation as a REIT.
The foregoing opinions are based on current provisions of the
Code and the Regulations, published administrative interpretations thereof, and
published court decisions. The Internal Revenue Service has not issued
Regulations or administrative interpretations with respect to various provisions
of the Code relating to REIT qualification. No assurance can be given that the
law will not change in a way that will prevent the Company from qualifying as a
REIT, or the Operating Partnership or the Subsidiary Partnerships from being
classified as partnerships for federal income tax purposes.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. We also consent to the references to Battle Fowler
LLP under the captions "Federal Income Tax Considerations" and "Legal Matters"
in the Prospectus.
<PAGE>
5
American General Hospitality Corporation February 4, 1997
The foregoing opinions are limited to the federal income tax
matters addressed herein, and no other opinions are rendered with respect to
other federal tax matters or to any issues arising under the tax laws of any
state or locality. We undertake no obligation to update the opinions expressed
herein after the date of this letter. This opinion letter is solely for the
information and use of the addressees, and may not be relied upon for any
purpose by any other person other than the stockholders of the Company, without
our express written consent.
Very truly yours,
/s/ Battle Fowler LLP
<PAGE>
EXHIBIT 8.2
February 4, 1997
American General Hospitality Corporation
5860 West Northwest Highway, Suite 3000
Dallas, Texas 75220
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
Gentlemen:
Coopers & Lybrand L.L.P. (the "FIRM") has acted as special tax
consultant to American General Hospitality Corporation, a Maryland corporation
("COMPANY"), in connection with the preparation of the registration statement
(the "REGISTRATION STATEMENT") originally filed with the Securities and Exchange
Commission on February 4, 1997 (No. 333- ), as amended through the date
hereof, with respect to (i) the offering and sale (the "OFFERING") of up to
340,000 shares of its common stock; (ii) the contribution of substantially all
of the net proceeds of the Offering to Company's wholly-owned subsidiaries, AGH
GP, Inc., a Nevada corporation ("GP CORPORATION"), and AGH LP, Inc., a Nevada
corporation ("LP CORPORATION"); and (iii) the subsequent contribution of those
proceeds by GP Corporation and LP Corporation to American General Hospitality
Operating Partnership, L.P., a Delaware limited partnership ("OPERATING
PARTNERSHIP"). You have requested our opinion as to the application of the
Texas franchise tax to Company, GP Corporation, LP Corporation, Operating
Partnership, the LLCs, the Subsidiary LLC and the Subsidiary Partnerships (as
hereinafter defined). The Company has received a ruling from the Comptroller of
Public Accounts of the State of Texas (the "COMPTROLLER") with respect to the
matters addressed herein.
Section I of this letter (the "OPINION LETTER") and the Registration
Statement, including the prospectus contained as part of the Registration
Statement (the "PROSPECTUS"), contain the facts upon which the Firm's opinion is
based. Section II of this Opinion Letter contains the opinion. Section III of
this Opinion Letter contains limitations on the opinion.
<PAGE>
American General Hospitality Corporation, et al.
February 4, 1997
Page 2
I. FACTS
Company owns all of the stock of GP Corporation and LP Corporation.
GP Corporation is the sole general partner of Operating Partnership. LP
Corporation is a limited partner in Operating Partnership. Operating
Partnership currently owns or will acquire interests in certain hotels and
associated personal property (the "HOTELS") either directly or through its
ownership of interests in certain subsidiary partnerships (the "SUBSIDIARY
PARTNERSHIPS") or a limited liability company (the "SUBSIDIARY LLC"). Operating
Partnership will be the sole limited partner of the Subsidiary Partnerships.
One of three limited liability companies in which Company and Operating
Partnership are the sole members will be the sole general partner in each
Subsidiary Partnership (individually, an "LLC" and together, the "LLCs").
Operating Partnership and one of the LLCs will be the sole members of Subsidiary
LLC. Operating Partnership, Subsidiary LLC or the Subsidiary Partnerships, as
the case may be, will lease each of the Hotels to AGH Leasing, L.P. (the
"LESSEE") pursuant to substantially similar operating leases. American General
Hospitality Inc. (the "MANAGER") will operate the Hotels pursuant to management
agreements with the Lessee. Neither Company, GP Corporation, LP Corporation,
the LLCs, Operating Partnership, Subsidiary LLC nor the Subsidiary Partnerships
will own any interest in the Lessee or the Manager.
II. OPINION
We have reviewed all authorities as of the date hereof relevant to the
application of the Texas franchise tax to Company, GP Corporation, LP
Corporation, the LLCs, Operating Partnership, Subsidiary LLC and the Subsidiary
Partnerships. Based upon our analysis of the foregoing authorities and subject
to the limitations set forth in Section III, the Firm is of the opinion as of
the date hereof that:
1. The description of the Texas franchise tax considerations and
consequences set forth in the Prospectus under the heading "Federal Income Tax
Considerations - Other Tax Considerations - State and Local Taxes" accurately
summarizes the Texas franchise tax matters discussed therein.
2. LP Corporation is not subject to the Texas franchise tax.
<PAGE>
American General Hospitality Corporation, et al.
February 4, 1997
Page 3
3. Operating Partnership and the Subsidiary Partnerships are not
subject to the Texas franchise tax.
4. Company, GP Corporation, each of the LLCs and Subsidiary LLC are
subject to the Texas franchise tax.
5. Company will not owe any Texas franchise tax unless it has gross
receipts apportionable to Texas.
6. GP Corporation will owe Texas franchise tax based on the greater
of (a) .25% of its taxable capital apportionable to Texas or (b) 4.5% of its
taxable earned surplus apportionable to Texas.
7. GP Corporation's gross receipts for purposes of the earned surplus
component of the franchise tax will be based solely upon its share of Operating
Partnership's gross receipts (including Operating Partnership's share of the
Subsidiary Partnerships' gross receipts). For this purpose, gross receipts of
Operating Partnership and the Subsidiary Partnerships will be apportioned as if
they had been received directly by GP Corporation.
8. GP Corporation's gross receipts for purposes of the taxable
capital component of the franchise tax will be based solely on its share of
Operating Partnership's net profit. For this purpose, net profit of Operating
Partnership will be apportioned in accordance with the commercial domicile of
Operating Partnership, unless such gross receipts can be presented properly on a
gross basis for generally accepted accounting principles and GP Corporation uses
such method.
9. Each LLC and Subsidiary LLC will owe Texas franchise tax based on
the greater of (a) .25% of its taxable capital apportionable to Texas or (b)
4.5% of its taxable earned surplus apportionable to Texas.
10. Each LLC's gross receipts for purposes of the earned surplus
component of the franchise tax will be based solely upon its share of the gross
receipts of the Subsidiary
<PAGE>
American General Hospitality Corporation, et al.
February 4, 1997
Page 4
Partnership(s) in which it is the general partner and, with respect to the LLC
that is a member in the Subsidiary LLC, certain items attributable to Subsidiary
LLC. For this purpose, each Subsidiary Partnership's gross receipts will be
apportioned as if they had been received directly by the relevant LLC and the
items attributable to Subsidiary LLC will be apportioned with respect to its
state of organization.
11. Each LLC's gross receipts for purposes of the taxable capital
component of the franchise tax will be based solely on its share of the net
profit of the Subsidiary Partnership(s) in which it is the general partner and,
with respect to the LLC that is a member in the Subsidiary LLC, certain items
attributable to Subsidiary LLC. For this purpose, net profit of the Subsidiary
Partnerships will be apportioned in accordance with the commercial domicile of
each Subsidiary Partnership, unless such gross receipts can be presented
properly on a gross basis for generally accepted accounting principles and the
relevant LLC uses such method and the items attributable to Subsidiary LLC will
be apportioned with respect to its state of organization.
III. LIMITATIONS
1. Except as otherwise indicated, the opinions set forth in Section
II are based upon the Texas Tax Code and the rules promulgated thereunder,
judicial decisions and current administrative rulings and practices of the
Comptroller, all as in effect on the date of this Opinion Letter. These
authorities may be amended or revoked at any time. Any such changes may or may
not be retroactive with respect to transactions entered into or contemplated
prior to the effective date thereof and could significantly alter the
conclusions reached in this Opinion Letter. There is no assurance that
legislative, judicial or administrative changes will not occur in the future or
that any such changes will not (i) subject LP Corporation, Operating Partnership
or the Subsidiary Partnerships to the Texas franchise tax; or (ii) cause the
Texas franchise tax liability of the Company, GP Corporation, the LLCs or
Subsidiary LLC to materially increase. The Firm assumes no obligation to update
or modify this Opinion Letter to reflect any developments that may occur after
the date hereof.
2. As to certain facts material to our opinion, we have assumed the
accuracy of the representations contained in the Certificate signed by an
officer of Company and attached hereto as Exhibit A , both as of the date
---------
thereof and as of the effective date of the Offering. We also
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American General Hospitality Corporation, et al.
February 4, 1997
Page 5
have assumed that Operating Partnership and each Subsidiary Partnership has been
validly formed as a limited partnership under the laws of the state in which it
was organized. For purposes of our opinion, we made no independent
investigation and will not monitor compliance with the facts contained herein or
in the Prospectus, the assumptions set forth herein or the representations set
forth in the Certificate.
3. The opinion set forth in Section II is not binding on the
Comptroller or the courts and is dependent upon the accuracy and completeness of
the facts set forth in Section I and the Prospectus and the accuracy of the
assumptions set forth in the preceding paragraph (the "ASSUMPTIONS"). The Firm
has relied upon these facts and Assumptions and any inaccuracy in the
Assumptions or any inaccuracy or incompleteness in the Firm's understanding of
those facts could adversely affect the opinion stated in Section II.
4. In connection with the opinion set forth in Section II, the Firm
examined copies or originals, certified or otherwise identified, of such
documents and records as it has deemed necessary or advisable for purposes of
the opinion set forth in Section II. The Firm has assumed that all signatures
on all documents presented to it are genuine, that all documents submitted to it
as originals or copies are accurate, that all information submitted to it was
accurate and complete and that all persons executing and delivering originals or
copies of documents examined by it were competent to execute and deliver such
documents.
5. The Firm is expressing its opinion only as of the date hereof and
only as to those matters expressly set forth in Section II. No opinion should
be inferred as to any other matters including, but not limited to, any federal
tax matters, any matters arising under the tax laws of any state, locality or
jurisdiction other than the State of Texas or any Texas state tax other than the
franchise tax.
6. This Opinion Letter is issued solely for the benefit of the
addressees and may not be relied upon for any purpose by any other person, other
than the stockholders of the Company, without our express written consent. We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. We also consent to the references to Coopers & Lybrand L.L.P. in the
Prospectus under the caption "Federal Income Tax Considerations - State and
Local Taxes" and under the caption "Experts" as having provided an opinion to
Battle Fowler LLP. In giving this consent, we do not admit that
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American General Hospitality Corporation, et al.
February 4, 1997
Page 6
we are in the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder by the Securities and Exchange Commission.
Respectfully submitted,
/s/ Coopers & Lybrand L.L.P.
________________________________________
COOPERS & LYBRAND L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-11 (File No. 333-_____) of our reports dated November 27, 1996, on our
audits of the financial statements and financial statement schedule American
General Hospitality Corporation; dated September 19, 1996, on our audits of the
financial statements and financial statement schedule of AGH Predecessor Hotels;
dated April 8, 1996, on our audits of the financial statements and financial
statement schedule of Other Initial Hotels; and dated November 26, 1996, on our
audit of the financial statements of Days Inn Lake Buena Vista hotel. We also
consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Dallas, Texas
February 4, 1997
