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As filed with the Securities and Exchange Commission on November 10, 1998
Registration Statement No. 333-66229
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MERISTAR 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 Number)
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
(202) 295-1000
(Address, Including Zip Code and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Paul W. Whetsell
Chairman of the Board and
Chief Executive Officer
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
(202) 295-1000
(Name Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
--------------------
copy to:
Steven L. Lichtenfeld, Esq. Richard S. Borisoff, Esq.
Battle Fowler LLP Paul, Weiss, Rifkind, Wharton & Garrison
75 East 55th Street 1285 Avenue of the Americas
New York, New York 10022 New York, New York 10019
(212) 856-7000 (212) 373-3000
--------------------
Approximate date of commencement of proposed sale to public: From
time to time or at one time after the effective date of this registration
statement as determined by market conditions.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box.[ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
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. [ ]
--------------------
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429 of the Rules and Regulations under the
Securities Act of 1933, as amended, this Registration Statement contains a
combined prospectus that also relates to a Registration Statement on Form S-3
(No. 333-36127) previously filed by the Registrant and declared effective on
November 20, 1997, and collectively they are referred to herein as the
"Registration Statement."
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774754.1
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Set forth below is an estimate of the approximate amount of the fees
and expenses (other than underwriting commissions and discounts) payable by the
Registrant in connection with the issuance and distribution of the shares of
Common Stock.
Securities and Exchange Commission, registration fee............. $10,716
Printing and mailing expenses..................................... 25,000
Accounting fees and expenses...................................... 25,000
Legal fees and expenses........................................... 50,000
Miscellaneous expenses............................................ 15,000
--------
Total.............................................. $125,716
========
Item 15. 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. Our
Charter contains such a provision which eliminates such liability to the maximum
extent permitted by Maryland law.
Our Charter obligates us, 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 our 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 our Company, or is or was serving at the request of our
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. Our Charter also permits us to indemnify and
advance expenses to any person who served a predecessor of our Company in any of
the capacities described above and to any employee or agent of our Company or a
predecessor of our Company.
The Maryland General Corporation Law requires a Maryland corporation
(unless its charter provides otherwise, which our 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 Maryland General Corporation Law 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
Maryland General Corporation Law requires us, as a condition
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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 us as authorized by the Bylaws and (b) a
written statement by or on his behalf to repay the amount paid or reimbursed by
us if it shall ultimately be determined that the standard of conduct was not
met.
We have purchased director and officer liability insurance for the
purpose of providing a source of funds to pay any indemnification described
above.
Item 16. Exhibits
3.1* -- Amended and Restated Articles of Incorporation of the Registrant
(Articles of Merger between American General Hospitality
Corporation and CapStar Hotel Company).
3.2* -- Amended and Restated By-laws of the Registrant.
4.1* -- Form of Share Certificate (filed as Exhibit 4.1 to our
Registration Statement on Form S-11 (File No. 333-4568) and
incorporated herein by reference).
5.1* -- Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
8.1 -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to
federal income tax matters.
23.1* -- Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1).
23.2 -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
Exhibit 8.1)
23.3 -- Consent of PricewaterhouseCoopers LLP (Dallas, Texas).
23.4 -- Consent of PricewaterhouseCoopers LLP (Philadelphia,
Pennsylvania).
23.5 -- Consent of KPMG Peat Marwick LLP.
23.6 -- Consent of Pannell Kerr Forster PC.
23.7 -- Consent of Pinsker, Goldberg, Ivanicki & Apuzzo.
23.8 -- Consent of Wertheim & Company.
23.9 -- Consent of King Griffin & Adamson P.C.
23.10 -- Consent of Mann Frankfort Stein & Lipp, P.C.
24.1* -- Power of Attorney (included on signature page hereto).
- -------------------
* Previously filed.
774754.1
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Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
a prospectus pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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 offering therein, and
the offering of such securities at that 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.
The undersigned Registrant hereby undertakes 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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 provisions referred to in Item 15 of
this Registration Statement, 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 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person
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of the Registrant in the successful defense of any action, suit, or proceeding)
is asserted by such 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 as to whether such
indemnification by it is against public policy as expressed in the act, and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirement 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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Washington, District of Columbia, on the 10th day of
November, 1998.
MERISTAR HOSPITALITY CORPORATION
a Maryland corporation (Registrant)
By: /s/ Paul W. Whetsell
-----------------------------------------
Paul W. Whetsell
Chairman of the Board and Chief Executive
Officer
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 the dates indicated.
SIGNATURE TITLE DATE
/s/ Paul W. Whetsell Chairman of the Board, Chief November 10, 1998
- ------------------------- Executive Officer and Director
Paul W. Whetsell
- ------------------------- Vice Chairman, Chief Operating
Steven D. Jorns Officer and Director
* President, Chief Investment November 10, 1998
- -------------------------- Officer and Director
Bruce G. Wiles
* Chief Financial Officer November 10, 1998
- -------------------------- (Principal Financial and
John Emery Accounting Officer)
- -------------------------- Director
Daniel L. Doctoroff
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SIGNATURE TITLE DATE
- ---------------------------- Director
William S. Janes
*
- ---------------------------- Director November 10, 1998
James F. Dannhauser
*
- ---------------------------- Director November 10, 1998
Mahmood Khimji
*
- ---------------------------- Director November 10, 1998
James R. Worms
*
- ---------------------------- Director November 10, 1998
H. Cabot Lodge III
*By: /s/ Paul W. Whetsell November 10, 1998
------------------------
Paul W. Whetsell
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Description
3.1* -- Amended and Restated Articles of Incorporation of the
Registrant (Articles of Merger between American General
Hospitality Corporation and CapStar Hotel Company).
3.2* -- Amended and Restated By-laws of the Registrant.
4.1* -- Form of Share Certificate (filed as Exhibit 4.1 to our
Registration Statement on Form S-11 (File No. 333-4568) and
incorporated herein by reference).
5.1* -- Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
8.1 -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to
federal income tax matters.
23.1*-- Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1).
23.2 -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
in Exhibit 8.1)
23.3 -- Consent of PricewaterhouseCoopers LLP (Dallas, Texas).
23.4 -- Consent of PricewaterhouseCoopers LLP (Philadelphia,
Pennsylvania).
23.5 -- Consent of KPMG Peat Marwick LLP.
23.6 -- Consent of Pannell Kerr Forster PC.
23.7 -- Consent of Pinsker, Goldberg, Ivanicki & Apuzzo.
23.8 -- Consent of Wertheim & Company.
23.9 -- Consent of King Griffin & Adamson P.C.
23.10-- Consent of Mann Frankfort Stein & Lipp, P.C.
24.1*-- Power of Attorney (included on signature page hereto).
- -------------------
*Previously filed.
774754.1
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Exhibit 8.1
(212) 373-3000
November 10, 1998
MeriStar Hospitality Corporation
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
Ladies and Gentlemen:
In connection with the offer and sale of shares of common stock of
MeriStar Hospitality Corporation (the "Company", including, where applicable,
American General Hospitality Corporation as predecessor to MeriStar Hospitality
Corporation), as described in the Form S-3 to be filed with the Securities and
Exchange Commission on November 10, 1998 (the "Registration Statement"), you
have requested our opinion concerning the federal income tax matters set forth
below. All capitalized terms used herein have their respective meanings set
forth in the Registration Statement unless otherwise stated.
In rendering the opinion expressed herein, we have examined: (i) the
Limited Partnership Formation Agreement of American General Hospitality
Operating Partnership, L.P. (the "Operating Partnership", including, where
applicable, MeriStar Hospitality Operating Partnership, L.P.), dated as of April
9, 1996 and the Amended and Restated Agreement of Limited Partnership of the
Operating Partnership, dated as of July 31, 1996 and the amendments thereto;
(ii) the Second Amended and Restated Agreement of Limited Partnership of the
Operating Partnership, dated as of August 3, 1998; (iii) the Charter; and (iv)
the Registration Statement and all amendments to date. We also have made such
other investigations of fact and law and have examined such other documents,
records and instruments as we have deemed necessary in order to enable us to
render the opinion expressed herein.
776902.1
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MeriStar Hospitality Corporation 2
In our examination of documents, we have assumed, without independent
investigation, that (i) all documents submitted to us are authentic originals,
or if submitted as photocopies, that they faithfully reproduce the originals
thereof; (ii) all such documents have been or will be duly executed to the
extent required; (iii) all representations and statements set forth in such
documents are true and correct; (iv) any representation or statement made as a
belief or made "to the knowledge of," or similarly qualified is correct and
accurate without such qualification; (v) all obligations imposed by any such
documents on the parties thereto have been or will be performed or satisfied in
accordance with their terms; and (vi) the Company, the Operating Partnership and
those partnerships, joint ventures and limited liability companies in which the
Company or the Operating Partnership has had an interest on or prior to the date
hereof (the "Subsidiary Partnerships") at all times will be organized and
operated in accordance with the terms of such documents. We have further assumed
that the statements and descriptions of the Company's, the Operating
Partnership's, the Subsidiary Partnerships' and OpCo's businesses, properties
and activities as described in the Registration Statement are accurate.
For purposes of rendering the opinion expressed herein, we have, with
your permission, assumed the accuracy of the representations contained in the
letter (i) from the Company addressed to Battle Fowler LLP, dated August 3,
1998, (ii) from the Company addressed to us, dated November 10, 1998, and (iii)
from OpCo addressed to us, dated November 10, 1998, in each case relating to the
classification and operation of the Company as a real estate investment trust (a
"REIT") and the organization and operation of the Operating Partnership, the
Subsidiary Partnerships and those other entities owned directly or indirectly by
the Company and the Operating Partnership.
Based upon the foregoing, and subject to the assumptions, exceptions
and qualifications set forth herein, we are of the opinion that:
1. The Company has qualified as a REIT within the meaning of the
Code for each of its taxable years ended December 31, 1996 and
December 31, 1997 and commencing with its taxable year ending
December 31, 1998, the Company is organized and has operated in
conformity with the requirements for qualification as a REIT
within the meaning of the Code and its proposed method of
operation will enable it to continue to meet the requirements for
qualification and taxation as a REIT under the Code;
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MeriStar Hospitality Corporation 3
2. The Company and OpCo are not stapled entities under section
269B(a)(3) of the Code, and OpCo is not an agent of the Company
for federal income tax purposes;
3. Commencing with the taxable year of the Company ended December
31, 1996, the Operating Partnership has been and continues to be,
the Subsidiary Partnerships have been and continue to be, and the
Operating Partnership and the Subsidiary Partnerships will be,
treated as partnerships for federal income tax purposes or, in
the case of those Subsidiary Partnerships that are single-member
limited liability companies, each such Subsidiary Partnership has
been and will be disregarded as an entity separate from such
member for federal income tax purposes; and
4. The discussion contained in the Registration Statement under
the caption "Federal Income Tax Considerations" accurately
reflects the federal income tax considerations relating to the
operation of the Company that are likely to be material to a
holder of Common Stock.
This opinion is given as of the date hereof and is based on various
Code provisions, Treasury Regulations promulgated under the Code and
interpretations thereof by the Internal Revenue Service and the courts having
jurisdiction over such matters, all of which are subject to change either
prospectively or retroactively. Further, any variation or difference in the
facts from those set forth in the Registration Statement may affect the
conclusions stated herein. Moreover, the Company's qualification and taxation as
a REIT depends upon the Company's ability to meet, through actual annual
operating results, requirements under the Code regarding its organization,
income, assets, distribution levels and diversity of stock ownership. Because
the Company's satisfaction of these requirements for periods beginning after
December 31, 1997 will depend upon future events, no assurance can be given that
the actual results of the Company's operations for any one taxable year will
satisfy the tests necessary to qualify as or be taxed as a REIT under the Code.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as
Exhibit 8.1 to the Registration Statement and to the use of our name under the
caption "Federal Income Tax Considerations" in the Registration Statement and
the prospectus included therein. In giving this consent we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of
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MeriStar Hospitality Corporation 4
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
We express no opinion as to any federal income tax issue or other
matter except those set forth or confirmed above.
Very truly yours,
/s/PAUL, WEISS, RIFKIND, WHARTON & GARRISON
776902.1
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 1
to the Registration Statement of MeriStar Hospitality Corporation on Form S-3
(File No. 333-66229) being filed under Securities Act of 1933 of our reports (i)
dated January 26, 1998, except for Note 11, as to which the date is March 16,
1998, on our audits of the consolidated financial statements and financial
statement schedules of American General Hospitality Corporation, predecessor to
MeriStar Hospitality Corporation, as of December 31, 1997 and 1996, and for the
year ended December 31, 1997 and the period from July 31, 1966 (inception of
operations) through December 31, 1996, and our report dated January 30, 1998,
except for Note 6, as to which the date is March 16, 1998, on our audits of the
consolidated financial statements of AGH Leasing, L.P. as of December 31, 1997
and 1996, and for the year ended December 31, 1997 and the period from July 31,
1996 (inception of operations) through December 31, 199, which reports are
included in the Annual Report on Form 10-K and Annual Report on Form 10-K/A;
(ii) dated December 19, 1997, of our audit of the combined financial statements
of Prime Portfolio Acquisitions Hotels except for Note 7 as to which the date is
January 9, 1998; dated October 22, 1997, of our audit of the combined financial
statements of FSA Portfolio Acquisition Hotels; and dated November 3, 1997 of
our audit of the combined financial statements of Potomac Acquisition Hotels
included in the Report on Form 8-K dated January 23, 1998; (iii) dated April 2,
1998 of our audit of the combined and combining financial statements of Prime
Portfolio Acquisition Hotels included in the Report on Form 8-K dated April 6,
1998 and Form 8-K/A dated May 22, 1998, and (iv) dated April 1, 1998, on our
audits of the financial statements of American General Hospitality, Inc.
included in the report on Form 8-K, dated and filed on April 7, 1998 and the
Form 8-K/As filed on May 22, 1998 and June 5, 1998. We also consent to the
references to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
November 10, 1998
774754.1
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Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 1
to the Registration Statement of MeriStar Hospitality Corporation on Form S-3
(File No. 333-66229) of our report, dated January 31, 1997, except as to Note 8
for which the date is July 16, 1997, on our audit of the combined financial
statements of Chi-Town Partners, L.P. and St. Elmo's Partners, L.P. for the year
ended December 31, 1996. We also consent to the reference to our firm under the
caption "Experts."
Philadelphia, Pennsylvania /s/ PricewaterhouseCoopers LLP
November 10, 1998
774754.1
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Exhibit 23.5
ACCOUNTANTS' CONSENT
The Board of Directors of
MeriStar Hospitality Corporation:
We consent to the incorporation by reference in Amendment No. 1 to
the Registration Statement on Form S-3 (File No. 333-66229) of MeriStar
Hospitality Corporation of our reports incorporated herein by reference and the
reference to our firm under the heading "Experts" in the Registration Statement.
Washington, D.C. /s/ KPMG Peat Marwick LLP
November 10, 1998
774754.1
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Exhibit 23.6
ACCOUNTANTS' CONSENT
We consent to the incorporation by reference of our report dated
April 30, 1997 on the consolidated financial statements of Atgen-Holdings, Inc.
and Subsidiaries into Amendment No. 1 to the Registration Statement on Form S-3
(File No. 333-66229) of MeriStar Hospitality Corporation and to the reference to
our firm under the heading "Experts" in the Registration Statement.
New York, New York /s/ Pannell Kerr Forster PC
November 10, 1998
774754.1
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Exhibit 23.7
ACCOUNTANTS' CONSENT
We consent to the use of our report incorporation by reference herein
by reference into Amendment No. 1 to the Registration Statement on Form S-3
(File No. 333-66229) filed pursuant to the Securities Act of 1933, as amended,
of MeriStar Hospitality Corporation and to the reference to our firm under the
heading "Experts" in the Registration Statement.
Little Silver, New Jersey /s/ Pinsker, Goldberg, Ivanicki & Apuzzo
November 10, 1998
774754.1
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Exhibit 23.8
ACCOUNTANTS' CONSENT
We consent to the use of our report incorporated herein by reference
into Amendment No. 1 to the Registration Statement on Form S-3 (File No.
333-66229) filed pursuant to the Securities Act of 1933, as amended, of MeriStar
Hospitality Corporation and to the reference to our firm under the heading
"Experts" in the Registration Statement.
New York, New York /s/ Wertheim & Company
November 10, 1998
774754.1
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Exhibit 23.9
ACCOUNTANTS' CONSENT
The Board of Directors of MeriStar Hospitality Corporation:
We consent to the use of our report dated February 7, 1997 related to
the balance sheets of MCV Venture, LLC as of December 31, 1996 and 1995 and the
related statements of operations, members' equity (deficit), and cash flows for
the years then ended incorporated herein by reference into Amendment No. 1 to
the Registration Statement on Form S-3 (File No. 333-66229) of MeriStar
Hospitality Corporation and to the reference to our firm under the heading
"Experts" in the Registration Statement.
Dallas, Texas /s/ King Griffin & Adamson P.C.
November 10, 1998
774754.1
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Exhibit 23.10
ACCOUNTANTS' CONSENT
The Board of Directors of MeriStar Hospitality Corporation:
We consent to the use of our report incorporated herein by reference
into Amendment No. 1 to the Registration Statement on Form S-3 (File No.
333-66229) of MeriStar Hospitality Corporation and to the reference to our firm
under the heading "Experts" in the Registration Statement.
Houston, Texas /s/ Mann Frankfort Stein & Lipp, P.C.
November 10, 1998
774754.1
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