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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) July 13, 1998
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American General Hospitality Corporation
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(Exact Name of Registrant as Specified in its Charter)
Maryland 1-11903 75-2648842
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
5605 MacArthur Boulevard, Suite 1200, Irving, Texas 75038
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code (972) 550-6800
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(Former Name or Former Address, If Changed Since Last Report.)
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ITEM 5. OTHER EVENTS.
American General Hospitality Corporation, a Maryland corporation (the
"Registrant"), is filing this Current Report on Form 8-K in connection with the
filing of a press release on July 13, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
Exhibit Description
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99.1 Press Release, dated July 13, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN GENERAL HOSPITALITY CORPORATION
(Registrant)
Date: July 13, 1998
By: /s/ Kenneth E. Barr
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Name: Kenneth E. Barr
Title: Executive Vice President,
Chief Financial Officer
(Principal Financial Officer),
Secretary and Treasurer
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release, dated July 13, 1998.
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EXHIBIT 99.1
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For Immediate Release
Contact:
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John Emery, Chief Financial Jerry Daly or Carol McCune Bruce Wiles, Executive Vice
Officer Daly Gray Public Relations President
CapStar Hotel Company (Media) American General Hospitality
(202) 965-4455 (609) 383-1414 Corporation
(972) 550-6802
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CAPSTAR HOTEL COMPANY AND AMERICAN GENERAL HOSPITALITY CORPORATION
ANNOUNCE KEY DATES
WASHINGTON, D.C., July 13, 1998--CapStar Hotel Company (NYSE: CHO) and
American General Hospitality Corporation (NYSE: AGT) today summarized the key
dates related to the merger (the "Merger") of CapStar with and into American
General Hospitality to form MeriStar Hospitality Corporation ("MeriStar"), the
spin-off of MeriStar Hotels & Resorts, Inc. ("OpCo") by CapStar (the "Spin-
Off"), and the OpCo Rights Offering (the "Rights Offering"):
KEY DATES
June 8, 1998 Record Date for CapStar and American General Hospitality
Stockholders' Meetings
July 28, 1998 CapStar and American General Hospitality Stockholders'
Meetings
July 31, 1998 Last day of separate trading of CapStar and American
General Hospitality Common Stock
July 31, 1998 Effective record date for CapStar Stockholders to receive
(close of business) OpCo Shares in the Spin-Off
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CapStar and American General Hospitality Dates
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July 31, 1998 Effective record date for MeriStar Stockholders
(close of business) (which are the CapStar and American General
Hospitality Stockholders at the Effective Time
of the Merger) to receive OpCo Rights in the
Rights Offering
August 3, 1998* Effective Time of the Merger
(before opening of business)
August 3, 1998 First day of trading of MeriStar and OpCo on the
New York Stock Exchange ("NYSE")
August 6-12, 1998 NYSE trading days which determine Rights
Offering subscription price
August 13-31, 1998 Exercise period for Rights Offering
August 31, 1998 (5:00 p.m.) Expiration of Rights in Rights Offering
* In accordance with the terms of the merger agreement, the merger is scheduled
to close on the third business day following satisfaction of all conditions
thereto. The effective time is expected to occur prior to the opening of
business on August 3, 1998, but there can be no assurance that all conditions
will be satisfied and that the closing will occur as scheduled.
Following the execution of the Merger Agreement on March 15, 1998,
CapStar's board of directors approved a separate Rights Offering to enable
American General Hospitality Corporation holders to purchase stock in OpCo and
CapStar stockholders to invest additional amounts in OpCo, if they so wished, in
order to more closely align the interests of MeriStar and OpCo. Each holder of
shares of MeriStar will receive a non-transferrable right to purchase one share
of OpCo for each six shares of MeriStar owned or held. The subscription price
for the Rights is expected to equal 95 percent of the average daily closing
price on the NYSE of OpCo for the period of five consecutive trading days
immediately following the third trading day after the effective date of the
merger.
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CapStar and American General Hospitality Dates
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The Joint Proxy Statement/Prospectus dated June 22, 1998 related to the
Stockholders' Meetings under the captions "The Spin-Off--Restructuring and Spin-
Off--The Spin-Off;" and "--Background of and Reasons for the Spin-Off"
incorrectly states that the spin-off will be made to CapStar Stockholders of
record on the "CapStar Record Date" (June 8, 1998). As noted above, the spin-off
will be made to CapStar Stockholders of record at the Effective Time of the
Merger (who will be the CapStar Stockholders of record at the close of business
on July 31, 1998, the last business day prior to the Effective Time).
Washington, D.C.-based CapStar Hotel Company owns and manages upscale,
full-service hotels and resorts throughout the U.S. and Canada under such
internationally known brands as Hilton, Sheraton, Marriott, Embassy Suites,
Westin and Doubletree. CapStar's hotel portfolio comprises 55 owned hotels with
14,767 rooms, 46 leased (of which it manages 36) hotels that contain 6,581
rooms, and an additional 40 managed hotels owned by third parties that contain
6,899 rooms.
American General Hospitality Corporation is a self-administered publicly
traded REIT with a portfolio of primarily full-service hotels. American General
Hospitality currently owns 53 hotels with 12,599 rooms. Substantially all of
American General Hospitality's hotels are operated under nationally recognized
hotel brands, including Crowne Plaza, Hilton, Wyndham, Marriott, Holiday Inn
Select, Radisson, Westin, DoubleTree, Holiday Inn and Sheraton.
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CapStar and American General Hospitality Dates
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A registration statement relating to the OpCo Rights Offering has been
filed with the Securities & Exchange Commission but has not yet become
effective. The Rights and the OpCo common stock to be issued on exercise of the
Rights may not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities of any such state.
The matters in this press release include "forward looking statements"
within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and are qualified by cautionary statements
contained herein and in CapStar's and American General Hospitality's filings
with the Securities and Exchange Commission.
