<PAGE>
As filed with the Securities and Exchange Commission on July 30, 1998
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------
AMERICAN GENERAL HOSPITALITY
CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
------------
5605 MacArthur Boulevard
Suite 1200
Irving, Texas 75038
(972) 550-6800
(Address, including zip code, and telephone number, including area
code, of Principal Executive Offices)
Steven D. Jorns
Chairman, Chief Executive Officer and President
5605 MacArthur Boulevard
Suite 1200
Irving, Texas 75038
(972) 550-6895
(Name and Address of Agent for Service)
------------
Copies 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 10019-6064
(212) 856-7000 (212) 373-3000
------------
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
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. 333-49611
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Maximum Maximum
Title of Securities Amount Being Offering Price Aggregate Amount Of
Being Registered Registered(1) Per Share (2) Offering Price (2) Registration Fee(2)
---------------- ------------- ------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value ......................... 60,810 $21.25 $1,292,212.50 $382.00
============================================================================================================================
</TABLE>
(1) Amount represents an increase in the offering size from 29,049,572 shares to
29,077,141 shares of the 29,049,572 shares that were previously registered
pursuant to Registration Statement on Form S-4 (the "Form S-4") (File No. 333-
49611). The 60,810 shares of the Registrant's Common Stock being registered
hereunder represents shares that will be issued to holders of Common Stock,
$0.01 par value per share ("CapStar Common Stock") of CapStar Hotel Company who
were issued or will be issued such shares of CapStar Common Stock subsequent to
the effectiveness of the Form S-4, including through the exercise of outstanding
CapStar stock options.
================================================================================
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-4 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-4, and its amendments
thereto, previously filed by the Company with the Securities and Exchange
Commission (File No. 333-49611) pursuant to the Act is incorporated by reference
into this Registration Statement.
<PAGE>
<TABLE>
<CAPTION>
Exhibit
- --------- -----------------------------------------------------------------------------------------------------
<S> <C>
5.1 Opinion of Ballard Spahr Andrews & Ingersoll LLP as to the legality of the securities being
registered
8.1 Opinion of Battle Fowler LLP regarding (i) certain tax
consequences of the Merger and the Spin-Off to AGH
stockholders; (ii) the qualifications of AGH and MeriStar as a
REIT for federal income tax purposes; and (iii) the
qualifications of the AGH Operating Partnership and the
MeriStar Operating Partnership as a partnership for federal
income tax purposes.
8.2 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding
certain aspects of the federal income tax consequences of the
Merger and the Spin-Off.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (Contained Exhibit 5.1).
23.2 Consent of Battle Fowler LLP (Contained in Exhibit 8.1).
23.3 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (Contained in Exhibit 8.2).
23.4 Consent of PricewaterhouseCoopers LLP (Dallas, TX).
23.5 Consent of PricewaterhouseCoopers LLP (Washington, D.C.).
23.6 Consent of PricewaterhouseCoopers LLP (Philadelphia, PA).
23.7 Consent of KPMG Peat Marwick LLP.
23.8 Consent of Pinsker, Goldberg, Ivanicki & Apuzzo.
23.9 Consent of Wertheim & Company.
23.10 Consent of King Griffin & Adamson P.C.
23.11 Consent of Mann Frankfort Stein & Lipp, P.C.
23.12 Consent of Pannell Kerr Forster P.C.
24.1 Powers of Attorney (included on signature page hereto)
</TABLE>
<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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, State of Texas, on July 30, 1998.
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 July 30, 1998.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven D. Jorns Chairman of the Board, July 30, 1998
----------------------------------- Chief Executive Officer,
Steven D. Jorns and President
/s/ Kenneth E. Barr Executive Vice President, July 30, 1998
----------------------------------- Chief Financial Officer,
Kenneth E. Barr Principal Accounting
Officer, Secretary and
Treasurer
/s/ H. Cabot Lodge III Director July 30, 1998
-----------------------------------
H. Cabot Lodge III
/s/ James R. Worms Director July 30, 1998
-----------------------------------
James R. Worms
/s/ James McCurry Director July 30, 1998
-----------------------------------
James McCurry
/s/ Kent R. Hance Director July 30, 1998
-----------------------------------
Kent R. Hance
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------------ -----------------------------------------------------------------------------------------------------
<S> <C>
5.1 Opinion of Ballard Spahr Andrews & Ingersoll LLP as to the legality
of the securities being registered
8.1 Opinion of Battle Fowler LLP regarding (i) certain tax consequences
of the Merger and the Spin-Off to AGH stockholders; (ii) the
qualifications of AGH and MeriStar as a REIT for federal income tax
purposes; and (iii) the qualifications of the AGH Operating
Partnership and the MeriStar Operating Partnership as a partnership
for federal income tax purposes.
8.2 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding
certain aspects of the federal income tax consequences of the Merger
and the Spin-Off.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (Contained Exhibit
5.1).
23.2 Consent of Battle Fowler LLP (Contained in Exhibit 8.1).
23.3 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (Contained in
Exhibit 8.2).
23.4 Consent of PricewaterhouseCoopers LLP (Dallas, TX).
23.5 Consent of PricewaterhouseCoopers LLP (Washington, D.C.).
23.6 Consent of PricewaterhouseCoopers LLP (Philadelphia, PA).
23.7 Consent of KPMG Peat Marwick LLP.
23.8 Consent of Pinsker, Goldberg, Ivanicki & Apuzzo.
23.9 Consent of Wertheim & Company.
23.10 Consent of King Griffin & Adamson P.C.
23.11 Consent of Mann Frankfort Stein & Lipp, P.C.
23.12 Consent of Pannell Kerr Forster P.C.
24.1 Powers of Attorney (included on signature page hereto)
</TABLE>
<PAGE>
Exhibit 5.1
FILE NUMBER
865804
July 30, 1998
Board of Directors
American General Hospitality Corporation
5605 MacArthur Boulevard, Suite 1200
Irving, Texas 75038
Re: Registration Statement on Form S-4
Pursuant to Rule 462(b)
----------------------------------
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 60,810
shares (the "Shares") of Common Stock, par value $.01 per share, of the Company
(the "Common Stock"), covered by the above-referenced Registration Statement,
and all amendments thereto (the "Registration Statement"), filed pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended (the "1933
Act"). The Shares are to be issued by the Company in connection with the merger
(the "Merger") of CapStar Hotel Company, a Delaware corporation ("CapStar"),
with and into the Company, pursuant to the Agreement and Plan of Merger, dated
as of March 15, 1998 (the "Merger Agreement"), by and among the Company,
American General Hospitality Operating Partnership, L.P., CapStar Management
Company, L.P., CapStar Management Company II, L.P., and CapStar, as described in
the Registration Statement on Form S-4 (Registration No. 333-49611), as amended
(the "Initial Registration Statement"), under the Securities Act of 1933, as
amended (the "1933 Act"). Capitalized terms used but not defined 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"):
<PAGE>
American General Hospitality Corporation
July 30, 1998
Page 2
1. The Initial Registration Statement in the form in which it
was transmitted to the Securities and Exchange Commission (the "Commission"),
including the related form of Joint Proxy Statement/Prospectus (the "Proxy
Statement/Prospectus") included therein;
2. The Registration Statement in the form in which it was
transmitted to the Commission;
3. The Charter of the Company, certified as of a recent date
by the State Department of Assessments and Taxation of Maryland (the "SDAT");
4. The Bylaws of the Company, certified as of a recent date by
its Secretary;
5. Resolutions adopted by the Board of Directors, or a duly
authorized committee thereof, relating to (i) the authorization, sale, issuance
and registration of the Shares and (ii) the approval of the Merger Agreement,
certified as of a recent date by the Secretary of the Company;
6. The Merger Agreement;
7. The form of certificate representing the Shares, certified as
of a recent date by the Secretary of the Company;
8. A certificate of the SDAT, as of a recent date, as to the good
standing of the Company;
9. A certificate executed by the Secretary of the Company, dated
as of a recent date; and
10. 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 individual executing any of the Documents, whether on
behalf of such individual or another person, is legally competent to do so.
<PAGE>
American General Hospitality Corporation
July 30, 1998
Page 3
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 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.
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 such 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 has been no oral or written modification of or amendment to any of the
Documents, and there has been no waiver of any provision of any of the Documents
by action or omission of the parties or otherwise.
5. All shares of stock of CapStar issued and outstanding immediately
prior to the Merger are duly authorized, validly issued, fully paid and non-
assessable.
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 validly
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 and validly authorized and, when and if
issued in accordance with the resolutions of the Board of Directors of the
Company authorizing their issuance and the Merger Agreement, will be duly and
validly issued, fully paid and nonassessable.
<PAGE>
American General Hospitality Corporation
July 30, 1998
Page 4
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 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 for your submission to the
Commission as an exhibit to the Registration Statement and, accordingly, 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 our firm in the section
entitled "Legal Matters" in the Registration Statement. 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,
<PAGE>
Exhibit 8.1
(212) 856-7000
(212) 339-9150
July 30, 1998
American General Hospitality Corporation
5605 MacArthur Boulevard, Suite 1200
Irving, Texas 75038
CapStar Hotel Company
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
Gentlemen:
We have acted as counsel to American General Hospitality
Corporation, a Maryland corporation ("AGH"), in connection with the registration
of up to an additional 60,810 shares (the "Shares") of Common Stock, $0.01 par
value per share, pursuant to Rule 462(b) promulgated under the Securities Act of
1933, as amended. The Shares will be registered as part of the registration of
up to 29,077,141 shares of Common Stock that is part of the Registration
Statement (the "Registration Statement") filed by the Company with the
Securities and Exchange commission on Form S-4 (file No. 333-49611). The
Registration Statement was filed in connection with the proposed merger (the
"Merger") of CapStar Hotel Company, a Delaware corporation ("CapStar") with and
into AGH and the registration of 29,049,572 shares of common stock, par value
$0.01 per share (the "Common Stock"), of AGH that may be issued pursuant to the
Agreement and Plan of Merger (the "Merger Agreement") among AGH, the AGH
Operating Partnership (defined below), CapStar, CapStar Management Company,
L.P., a Delaware limited partnership and CapStar Management Company II, L.P., a
Delaware limited partnership. AGH's wholly-owned subsidiaries, AGH GP, Inc., a
Nevada corporation ("AGH GP"), and AGH LP, Inc., a Nevada corporation ("AGH
LP"), are partners in American General Hospitality Operating Partnership, L.P.,
a Delaware limited partnership (the "AGH Operating Partnership"). Upon
consummation of the merger, AGH will change its name to MeriStar Hospitality
Corporation ("MeriStar"), AGH Operating
<PAGE>
2
American General Hospitality Corporation July 30, 1998
CapStar Hotel Company
Partnership will change its name to MeriStar Operating Partnership ("MeriStar
Operating Partnership"), each share of AGH's common stock will be converted into
0.8475 shares of MeriStar common stock and MeriStar will continue the hotel
ownership and investment business of AGH and CapStar.
The AGH Operating Partnership currently owns equity interests
in 53 hotels and upon consummation of the merger, MeriStar Operating Partnership
will own interests in 108 hotels (collectively the "Hotels"). The MeriStar
Operating Partnership will own some of the Hotels directly and will own the
remaining Hotels through limited liability companies, joint ventures or
subsidiary partnerships (collectively, the "Subsidiary Partnerships"). The
MeriStar Operating Partnership or the Subsidiary Partnerships, as the case may
be, will lease substantially all of the Hotels to MeriStar Hotels and Resorts,
Inc. ("OpCo"), or a direct or indirect subsidiary of OpCo, pursuant to
substantially similar operating leases (the "Leases"). The remaining Hotels will
be leased to Prime Hospitality Corp. pursuant to substantially similar operating
leases (the "Prime Leases"). OpCo will also act as the manager and operator of
the Hotels leased to OpCo and Prime Hospitality Corp. will act as manager and
operator of the Hotels leased to affiliates of Prime Hospitality Corp. Pursuant
to the Intercompany Agreement among OpCo and its operating partnership, MeriStar
Hotels & Resorts Operating Partnership, L.P., a Delaware limited partnership
("OpCo Operating Partnership" and, together with OpCo, the "OpCo Parties") and
MeriStar and MeriStar Operating Partnership, (together with MeriStar, the
"MeriStar Parties") the respective parties will agree (i) to provide each other
with reciprocal rights to participate in certain transactions entered into by
such parties; (ii) that the OpCo Parties will provide certain corporate and
other general services to the MeriStar Parties; and (iii) to set forth certain
terms regarding cooperation and coordination between the parties. In particular,
the OpCo Parties will have a right of first refusal to become the lessee of any
real property acquired by the MeriStar Parties if the MeriStar Parties determine
that, consistent with MeriStar's status as a REIT, the MeriStar Parties are
required to enter into such a lease arrangement; provided that the OpCo Parties
or an entity that the OpCo Parties control is qualified to be the lessee.
In addition, shareholders of MeriStar will receive a
non-transferable right ("Rights") to purchase one share of OpCo common stock for
each six (6) shares of MeriStar common stock held. The subscription price for
such Rights is expected to be 95 percent of the average of the daily closing
price of the OpCo common stock.
You have requested our opinion on certain federal income tax
<PAGE>
3
American General Hospitality Corporation July 30, 1998
CapStar Hotel Company
matters with regards to the Merger. In connection with the opinions
rendered below, we have examined the following:
1. the Merger Agreement;
2. the Intercompany Agreement;
3. the Second Articles of Amendment and Restatement of AGH, as
filed with the Secretary of State of Maryland;
4. AGH's Amended and Restated Bylaws;
5. the Registration Statement of AGH on Form S-4 (File No.
333-49611), and Amendments No. 1, No. 2, No. 3, and No. 4 thereto (the
"Registration Statement"), filed by AGH with the Securities and Exchange
Commission (the "Commission");
6. the draft Amended and Restated Agreement of Limited
Partnership of the AGH Operating Partnership, existing as of the date hereof
(the "AGH Operating Partnership Agreement"), among AGH GP, as general partner,
AGH LP, as the initial limited partner, and several other limited partners;
7. the draft Amended and Restated Agreement of Limited
Partnership of MeriStar Operating Partnership, existing as of the date hereof
(the "MeriStar Operating Partnership Agreement") among MeriStar, as general
partner, and MeriStar LP, Inc. and the other limited partners of MeriStar
Operating Partnership;
8. the partnership agreements, operating agreements and joint
venture agreements (together with the AGH Operating Partnership Agreement, the
"Partnership Agreements") of the Subsidiary Partnerships;
9. the Leases and the Prime Leases;
10. the Lease Master Agreement between the AGH Operating
Partnership, the Subsidiary Partnerships and the Lessee;
11. the Management Agreements between American General
Hospitality, Inc. and the Lessee; and
12. such other documents as we have deemed necessary or
appropriate for purposes of this opinion.
In connection with the opinions rendered below, we have
assumed generally that:
<PAGE>
4
American General Hospitality Corporation July 30, 1998
CapStar Hotel Company
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, AGH has operated and MeriStar will continue to operate
in such a manner that will make the factual representations contained in the
Representation Letter, dated June 5, 1998 and executed by the executive
vice-president of AGH and the president of MeriStar (the "Representation
Letter"), true for such years;
3. MeriStar will not make any amendments to its organizational
documents or the Partnership Agreements, after the date of this opinion that
would affect its qualification as a real estate investment trust (a "REIT") for
any taxable year;
4. each limited partner (a "Limited Partner") of the MeriStar
Operating Partnership (other than AGH LP) and that is a corporation or other
entity has valid legal existence;
5. each Limited Partner (other than AGH LP) has full power,
authority, and legal right to enter into and perform the terms of the MeriStar
Operating Partnership Agreement and the transactions contemplated thereby; and
6. the MeriStar Operating Partnership Agreement will contain
provisions to ensure that in the event that the MeriStar Operating Partnership
is a publicly-traded partnership, as described in Section 7704 of the Internal
Revenue Code of 1986, as amended (the "Code") it will be eligible for treatment
as a partnership for federal income tax purposes.
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 or the representations set forth in the Representation Letter. 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.
Based on the documents and assumptions set forth above, and
the representations set forth in the Representation Letter, we are of the
opinion that:
<PAGE>
5
American General Hospitality Corporation July 30, 1998
CapStar Hotel Company
(a) (i) except as provided in (ii) and (iii) below, the
conversion of each share of AGH common stock into 0.8475 shares of
MeriStar common stock will be tax-free to the holders of AGH common
stock; (ii) each holder of AGH common stock who receives cash proceeds
in lieu of fractional interests in shares of MeriStar common stock will
recognize gain or loss equal to the difference between such proceeds
and the tax basis allocated to such shareholder's fractional share
interests; (iii) the distribution of Rights to holders of AGH common
stock will result in the recognition of gain equal to the lesser of (I)
the fair market value of the Rights received by such stockholder or
(II) the remainder of (A) the sum of (x) the fair market value of the
MeriStar common stock received by such stockholder and (y) the fair
market value of the Rights received by such stockholder less (B) the
adjusted basis of the AGH common stock exchanged therefore, and (iv) no
gain or loss will be recognized by AGH or MeriStar as a result of the
conversion, except to the extent that the distribution of Rights is
treated as "boot" distributed in the Merger;
(b) (i) MeriStar and OpCo will not be treated as stapled
entities under Section 269B(a)(3) of the Code, and (ii) OpCo will not
be treated as an agent of MeriStar for federal income tax purposes;
(c) commencing with AGH's taxable year ending December 31,
1996, AGH has been organized and has operated in conformity with the
requirements to be taxed as a REIT pursuant to sections 856 through 860
of the Code, and the proposed operation of MeriStar will enable
MeriStar to continue to meet the requirements for qualification and
taxation as a REIT under the Code;
(d) the descriptions of the law and the legal conclusions
contained in the Registration Statement under the captions "Federal
Income Tax Consequences to Holders of AGH Common Stock" and "Federal
Income Tax Considerations Relating to MeriStar" 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 stock of MeriStar; and
(e) the AGH Operating Partnership, and the Subsidiary
Partnerships have been, and the MeriStar 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 MeriStar's compliance with
<PAGE>
6
American General Hospitality Corporation July 30, 1998
CapStar Hotel Company
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 MeriStar'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 MeriStar from qualifying as a
REIT, or the AGH Operating Partnership, MeriStar Operating Partnership, or the
Subsidiary Partnerships from being classified as partnerships for federal income
tax purposes.
We hereby consent to the references to Battle Fowler LLP under
the caption "Legal Matters" in the Prospectus.
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 shareholders of AGH and the prospective
shareholders of MeriStar, without our express written consent.
Very truly yours,
<PAGE>
EXHIBIT 8.2
[LETTERHEAD OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON]
(212) 373-3000
July 30, 1998
American General Hospitality Corporation
5606 MacArthur Boulevard, Suite 1200
Irving, Texas 75038
CapStar Hotel Company
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
Ladies and Gentlemen--
In connection with the proposed merger of CapStar Hotel Company ("CapStar")
with and into American General Hospitality Corporation ("AGH"), as described
in the Registration Statement on Form S-4 to be filed with the Securities and
Exchange Commission on July 30, 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 reviewed copies of the
Registration Statement and all amendments to date and the Merger Agreement. 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.
In our examination of documents, we have assumed, with your consent, (i)
that all documents submitted to us are authentic originals, or if submitted as
photocopies, that they faithfully reproduce the originals thereof; (ii) that
all such documents have been or will be duly executed to the extent required;
(iii) that all representations and statements set forth in such documents are
true and correct, (iv) that any representation or statement made as a belief
or made "to the knowledge of," or similarly qualified is correct and accurate
without such qualification, and (v) that all obligations imposed by any such
documents on the parties thereto have been or will be performed or satisfied
in accordance with their terms. We have further assumed that the statements
and descriptions of OpCo's business, properties and intended activities as
described in the Registration Statement are accurate.
Based upon and subject to the foregoing, we are of the opinion that:
1. (a) The Merger will qualify as a reorganization within the meaning of
Section 368(a) of the Code; (b) except as provided in (c) below and except to
the extent that the receipt of the stock of OpCo in the Spin-Off and the
receipt of rights in the rights offering are treated as "boot" received in the
Merger, the exchange in the Merger of CapStar Common Stock for MeriStar Common
Stock will not result in the recognition of gain or loss to CapStar
stockholders; (c) each stockholder of CapStar who receives cash proceeds in
lieu of fractional interests in shares of MeriStar Common Stock will recognize
gain or loss equal to the difference between such proceeds and the tax basis
allocated to such stockholder's fractional share interests; and (d) no gain or
loss will be recognized by AGH or CapStar as a result of the Merger, except to
the extent that the distribution of stock of OpCo in the Spin-Off and the
distribution of rights in the rights offering are treated as "boot"
distributed in the Merger;
<PAGE>
2. (a) The Spin-Off will be a taxable distribution to holders of CapStar
Common Stock; (b) the distribution of the OpCo Common Stock and the rights
distributed in the Rights Offering should constitute boot received in the
Merger; (c) CapStar will recognize gain on the distribution of the OpCo
Common Stock in an amount equal to the fair market value of such stock
minus the tax basis of CapStar in such stock at the time of the
distribution; and (d) no gain or loss will be recognized by OpCo as a
result of the distribution of its stock in the Spin-Off; and
3. The descriptions of the law and the legal conclusions contained in the
Registration Statement under the captions "The Merger--Federal Income Tax
Consequences to Holders of CapStar Common Stock", "The Spin-Off--Federal
Income Tax Consequences to Holders of CapStar Common Stock", and "The Spin-
Off--Federal Income Tax Considerations Relating to OpCo" are correct in all
material respects and the discussion contained therein fairly summarizes
the federal income tax considerations that will be material to a holder of
the stock of CapStar and OpCo.
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 IRS 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.
We hereby consent to the filing of this opinion as Exhibit 8.2 to the
Registration Statement and to the use of our name under the captions "The
Merger Federal Income Tax Consequences to Holders of CapStar Common Stock",
"The Spin-Off--Federal Income Tax Consequences to Holders of CapStar Common
Stock" and "The Spin-Off--Federal Income Tax Considerations Relating to OpCo"
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
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
Paul, Weiss, Rifkind, Wharton &
Garrison
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of American General Hospitality Corporation on Form S-4 File No.
333- ) 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 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
June 29, 1998
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTS
We consent to the inclusion, quotation and summarization in this
Registration Statement of American General Hospitality Corporation on Form S-4
(File No. 333- ) being filed under the Securities Act of 1933 of our report
titled "An Overview of Paper-Clipped REITS" dated March 11, 1998.
/s/ PricewaterhouseCoopers LLP
Washington, D.C.
June 29, 1998
<PAGE>
Exhibit 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of American General Hospitality Corporation on Form S-4 (File No.
333- ) 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
July 29, 1998
<PAGE>
Exhibit 23.7
ACCOUNTANTS' CONSENT
The Board of Directors of
American General Hospitality Corporation:
We consent to the incorporation by reference in the Registration
Statement on Form S-4 filed pursuant to Rule 462(b) of the Securities Act of
1933, as amended, of American General 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
July 29, 1998
<PAGE>
Exhibit 23.8
ACCOUNTANTS' CONSENT
We consent to the use of our report incorporation by reference herein
by reference into the Registration Statement on Form S-4 filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended, of American General
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
July 29, 1998
<PAGE>
Exhibit 23.9
ACCOUNTANTS' CONSENT
We consent to the use of our report incorporated herein by reference
into the Registration Statement on Form S-4 filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, of American General Hospitality Corporation
and to the reference to our firm under the heading "Experts" in the Registration
Statement.
New York, New York /s/ Wertheim & Company
July 29, 1998
<PAGE>
Exhibit 23.10
ACCOUNTANTS' CONSENT
The Board of Directors of American General 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 the Registration
Statement on Form S-4 filed pursuant to Rule 462(b) of the Securities Act of
1933, as amended, of American General 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.
July 29, 1998
<PAGE>
Exhibit 23.11
ACCOUNTANTS' CONSENT
The Board of Directors of American General Hospitality Corporation:
We consent to the use of our report incorporated herein by reference
into the Registration Statement on Form S-4 filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, of American General 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.
July 29, 1998
<PAGE>
Exhibit 23.12
CONSENT OF INDEPENDENT ACCOUNTANTS
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 the Registration Statement on Form S-4 filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended, of American General
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
July 29, 1998
