<PAGE>
As filed with the Securities and Exchange Commission on August 3, 1998
Registration No. 333 -
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN GENERAL HOSPITALITY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 75-2648842
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5605 MacArthur Boulevard 75038
Suite 1200 (Zip Code)
Irving, Texas
(Address of principal executive offices)
MeriStar Hospitality Corporation Incentive Plan
(Full title of the plan)
Steven D. Jorns
Chairman of the Board,
Chief Executive Officer and President
5605 MacArthur Boulevard, Suite 1200
Irving, Texas 75038
(Name and address of agent for service)
(972) 550-6800
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed Proposed maximum Amount of
Amount to be maximum offering aggregate offering registration
Title of securities to be registered registered(1) price per share(2) price(2) fee(2)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 3,649,561 $19.41 $70,837,979 $20,898
==========================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
MeriStar Hospitality Corporation Incentive Plan (the "Plan"), in the
event of a stock dividend, split-up, recapitalization or similar event.
This registration statement on Form S-8 (the "Registration Statement") is
being filed to register an additional 3,649,561 shares of the
Registrant's Common Stock, which consist of the following: (i) 1,218,230
shares of the Registrant's Common Stock estimated pursuant to an
"evergreen" provision of the Plan as a result of which the number of
shares of the Registrant's Common Stock available for grant or issuance
under the Plan increases each January 1 to an amount equal to 10% of the
Registrant's Common Stock outstanding at the end of the immediately
preceding calendar year, and (ii) 2,431,331 shares of the Registrant's
Common Stock (a) that may be issued upon exercise of options (the
"CapStar Options") granted by CapStar Hotel Company, a Delaware
corporation ("CapStar"), which will be assumed by the Registrant upon
consummation of the merger of CapStar with and into the Registrant, with
the Registrant as the surviving corporation, which will change its name
to "MeriStar Hospitality Corporation," (b) that will be granted as awards
by the Registrant to holders of CapStar Options and (c) that will be
available for issuance upon exercise of options and grant of awards
pursuant to the Plan. 900,000 shares of the Registrant's Common Stock
were previously registered under a Registration Statement on Form S-8
(File No. 333-08845) pursuant to the Plan on July 25, 1996.
(2) Computed in accordance with paragraphs (c) and (h) of Rule 457 of the
Securities Act of 1933, as amended, the proposed maximum offering price
per share of such shares is estimated solely for the purpose of
determining the registration fee and is based upon the average of the
high and low prices per share of the Registrant's Common Stock reported
on the New York Stock Exchange, Inc. on July 30, 1998, within five
business days prior to the date of filing of this Amendment.
<PAGE>
INTRODUCTORY STATEMENT
American General Hospitality Corporation (the "Registrant") hereby files
this Registration Statement on Form S-8 relating to the Common Stock, par value
$.01 per share (the "Common Stock") of the Registrant to include an additional
3,649,561 shares under the MeriStar Hospitality Corporation Incentive Plan, as
amended and restated (the "Plan"). The Plan was originally adopted by the Board
of Directors (the "Board") on July 11, 1996, and approved by the stockholders on
July 15, 1996. The Plan was subsequently amended by the Board on April 10,
1997, which amendments were approved by stockholders on May 21, 1997, and the
Board further amended the Plan on April 3, 1998, which amendments were approved
by stockholders on July 28, 1998. The Plan has an "evergreen" provision
pursuant to which the number of shares of Common Stock available for grant or
award under the Plan increases at each January 1 to an amount equal to 10% of
the Registrant's Common Stock outstanding at the end of the immediately
preceding calendar year. As of January 1, 1998, an aggregate of 2,118,230
shares of Common Stock were subject to the Plan, 900,000 of such shares were
been previously registered under a Registration Statement on Form S-8 (File No.
333-08845) and this registration statement covers 1,218,230 estimated additional
shares of Common Stock issuable under the "evergreen provision" of the Plan and
2,431,331 additional shares of the Registrant's Common Stock (a) that may be
issued upon exercise of options (the "CapStar Options") granted by CapStar Hotel
Company, a Delaware corporation ("CapStar") which will be assumed by the
Registrant upon consummation of the merger of CapStar with and into the
Registrant, with the Registrant as the surviving corporation, which will change
its name to "MeriStar Hospitality Corporation," (b) that will be granted as
awards under the Plan by the Registrant to holders of CapStar Options and (c)
that will be available for issuance upon exercise of options and grant of awards
pursuant to the Plan. The Registrant hereof incorporates by reference the
contents of its Registration Statement on Form S-8 (File No. 333-08845) filed
with the Securities and Exchanges Commission on July 25, 1996, covering an
aggregate of 900,000 shares of Common Stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options or shares of Common
Stock under the MeriStar Hospitality Corporation Incentive Plan (the "Plan"),
and are not being filed with, or included in, this Registration Statement on
Form S-8 (the "Registration Statement") in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options or shares of Common
Stock under the Plan and are not being filed with, or included in, this
Registration Statement in accordance with the rules and regulations of the
Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents, which have been heretofore filed with the
Commission by the Registrant, are incorporated by reference in this Registration
Statement:
(a) The Registrant's annual report on Form 10-K and 10-K/A
for the fiscal year ended December 31, 1997 (File No. 001-11903).
(b)(1) The Registrant's quarterly report on Form 10-Q for the
fiscal quarter ended March 31, 1998.
(b)(2) Current Reports on Form 8-K: dated January 8, 1998 and
filed on January 23, 1998; dated February 12, 1998 and filed on February 13,
1998; dated February 13, 1998 and filed on February 27, 1998; dated February 18,
1998 and filed on February 19, 1998; dated February 24, 1998 and filed on
February 25, 1998; dated March 15, 1998 and filed on March 17, 1998; dated April
6, 1998 and filed on April 7, 1998 (and the related Current Reports on Form 8-
K/A, filed on May 22,
<PAGE>
1998, June 5, 1998 and June 19, 1998); dated April 22, 1998 and filed on April
27, 1998; dated and filed on June 5, 1998; dated and filed on July 10, 1998; and
dated and filed on July 13, 1998.
(c) The descriptions of the Registrant's Common Stock
contained in its Registration Statement on Form 8-A filed by the Company with
the Commission on July 5, 1996.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interest of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Maryland General Corporation Law ("MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
Charter of the Registrant contains such a provision which eliminates such
liability to the maximum extent permitted by Maryland law.
The Charter of the Registrant obligates it, to the maximum extent
permitted by Maryland law, to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to any person (or the
estate of any person) who is or was a party to, or is threatened to be made a
party to, any threatened, pending or completed action, suit or proceeding
whether or not by or in the right of the Registrant, and whether civil,
criminal, administrative, investigative or otherwise, by reason of the fact that
such person is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director, officer, trustee,
partner, member, agent or employee of another corporation, partnership, limited
liability company, association, joint venture, trust or other enterprise. The
Charter also permits the Registrant to indemnify and advance expenses to any
person who served a predecessor of the Registrant in any of the capacities
described above and to any employee or agent of the Registrant or a predecessor
of the Registrant.
The MGCL requires a Maryland corporation (unless its charter provides
otherwise, which the Registrant's Charter does not) to indemnify a director or
officer who has been successful, on the merits or otherwise, in the defense of
any Maryland proceeding to which he is made a party by reason of his service in
that capacity. The MGCL permits a corporation to indemnify its present and
former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or
<PAGE>
omission of the director or officer was material to the matter giving rise to
the proceeding and (i) was committed in bad faith or (ii) was the result of
active and deliberate dishonesty, (b) the director or officer actually received
an improper personal benefit in money, property or services or (c) in the case
of any criminal proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. However, a Maryland corporation
may not indemnify for an adverse judgment in a suit by or in the right of the
corporation. In addition, the MGCL requires the Registrant, as a condition to
advancing expenses, to obtain (a) a written affirmation by the director or
officer of his good faith belief that he has met the standard of conduct
necessary for indemnification by the Registrant as authorized by the Bylaws and
(b) a written statement by or on his behalf to repay the amount paid or
reimbursed by the Registrant if it shall ultimately be determined that the
standard of conduct was not met.
The Registrant intends to continue to purchase director and officer
liability insurance for the purpose of providing a source of funds to pay any
indemnification described above.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4.1 MeriStar Hospitality Corporation Incentive Plan (incorporated by
reference from Exhibit 10.1 to the Registrant's Registration
Statement on Form S-4 (File No. 333 - 49611).
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers L.L.P.
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in
its opinion filed as Exhibit 5 hereto).
24 Powers of Attorney (contained on signature page herein).
Item 9. Undertakings
The 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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
2. That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
<PAGE>
4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim or indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceedings) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, State of Texas, on August 3, 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
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven D. Jorns and Kenneth E. Barr, and
each or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (until revoked in writing), to sign any and
all amendments (including post-effective amendments) to this Registration
Statement and to cause the same to be filed, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby granting to said attorneys-in-fact and agents, and each of them or their
substitutes, full power and authority to do and perform each and every act and
thing whatsoever requisite or desirable to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all acts and things that said attorneys-in-fact and agents, or either
of them, or their substitutes or substitute may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 3, 1998.
Signature Title Date
- --------- ----- ----
/s/ Steven D. Jorns Chairman of the Board, Chief August 3, 1998
- -------------------------- Executive Officer and President
Steven D. Jorns
/s/ Kenneth E. Barr Executive Vice President, Chief August 3, 1998
- -------------------------- Financial Officer and Principal
Kenneth E. Barr Accounting Officer
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ H. Cabot Lodge III Director August 3, 1998
- --------------------------
H. Cabot Lodge III
/s/ James R. Worms Director August 3, 1998
- --------------------------
James R. Worms
Director
- --------------------------
James McCurry
Director
- --------------------------
James McCurry
<PAGE>
EXHIBIT INDEX
Exhibits
4.1 MeriStar Hospitality Corporation Incentive Plan (incorporated by
reference to Exhibit 10.1 from the Registrant's Registration Statement
on Form S-4 (File No. 333 - 49611).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
legality of the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in
Exhibit 5.1).
24.1 Power of Attorney (contained on signature page herein).
<PAGE>
FILE NUMBER
865804
August 3, 1998
American General Hospitality Corporation
5605 MacArthur Boulevard, Suite 200
Irving, Texas
Re: Registration Statement on Form S-8 (Registration No. 333- )
----------------------------------------------------------------
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 3,649,561 shares (the
"Shares") of Common Stock, $.01 par value per share, of the Company ("Common
Stock") covered by the above-referenced Registration Statement (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"1933 Act"). The Shares are to be issued by the Company pursuant to the
Company's Incentive Plan (the "Plan"). 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"):
1. The Registration Statement, filed with the Securities and Exchange
Commission (the "Commission"), pursuant to the Securities Act of 1933, as
amended (the "1933 Act"), and the related form of prospectus in the form in
which it will be sent or given to employees of the Company in accordance with
Rule 428(b)(1) under the 1933 Act;
2. The charter of the Company (the "Charter"), certified as of a recent
date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");
<PAGE>
American General Hospitality Corporation
August 3, 1998
Page 2
3. The Bylaws of the Company, certified as of a recent date by an officer
of the Company;
4. Resolutions adopted by the Board of Directors of the Company relating
to (i) the approval of the Plan and (ii) the issuance and registration of the
Shares, certified as of a recent date by an officer of the Company;
5. A specimen of the certificate representing a share of Common Stock,
certified as of a recent date by an officer of the Company;
6. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
7. A certificate executed by an officer of the Company, dated the date
hereof;
8. The Plan; and
9. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far as
is known to us there are no facts inconsistent with, the following:
1. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.
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 or amendment to the Documents, or
waiver of any of the provision of any of the Documents, by action or omission of
the parties or otherwise.
<PAGE>
American General Hospitality Corporation
August 3, 1998
Page 3
5. The Shares will not be issued in violation of any restriction or
limitation contained in Article V, Section 2 of the Charter.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and
by virtue of the laws of the State of Maryland and is in good standing with the
SDAT.
2. The Shares have been duly authorized for issuance pursuant to the Plan
and, when and if issued and delivered against payment therefor in the manner
described in the Plan, will be (assuming that upon any such issuance the total
number of shares of Common Stock issued and outstanding will not exceed the
total number of shares of Common Stock that the Company is then authorized to
issue under the Charter) validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State of
Maryland and we do not express any opinion herein concerning any other law. We
express no opinion as to compliance with the securities (or "blue sky") laws or
the real estate syndication 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 submission to the Securities and
Exchange 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 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, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
America General Hospitality corporation on Form S-8 being filed under the
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 year
ended December 31, 1997 and the period from July 31, 1996 (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, 1996, 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 financial
statements of Holiday Inn O'Hare International Hotel; dated January 15, 1998, of
our audit of the combined financial statements of FSA Portfolio Acquisitions
Hotels: and dated November 3, 1997 of our audit of the combined financial
statements of Potomac Portfolio 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
July 31, 1998
