CAPSTAR HOTEL CO
8-K, 1997-07-30
HOTELS & MOTELS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                    Filed Pursuant to Section 13 OR 15(d) of
                       THE SECURITIES EXCHANGE ACT OF 1934



         Date of Report (Date of earliest event reported): July 16, 1997




                              CAPSTAR HOTEL COMPANY
             (Exact name of registrant as specified in its charter)



        DELAWARE                     1-12017               52-1979383
(State or other jurisdiction    (Commission File   (IRS Employer Identification
       of incorporation)              Number)               Number)



                           1010 Wisconsin Avenue, N.W.
                                   Suite 650
                             Washington, D.C. 20007
                    (Address of principal executive offices)



Registrant's telephone number, including area code:  (202) 965-4455




<PAGE>



ITEM 2.     ACQUISITIONS

      On July 16, 1997, CapStar Hotel Company ("CapStar") completed the
acquisition of The Georgetown Inn Hotel and the Radisson Hotel & Suites (the
"Additional Portfolio") for an aggregate purchase price of $60 million. Certain
financial statements and pro forma information in respect of such acquisitions
will be filed within the time period prescribed by regulation S-X of the 
Securities Act of 1933, as amended.


ITEM 5.     OTHER EVENTS


      On July 25, 1997, CapStar announced its intention to offer $150 million in
aggregate amount of senior subordinated notes due 2007. A copy of the press
release regarding such private offering is attached as Exhibit 99 to this
current report.


ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA

            FINANCIAL INFORMATION AND EXHIBITS


      (c)   The following are exhibits to this report and are filed herewith:

            Exhibit 99-Press Release, dated July 25, 1997.




<PAGE>



                                   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.



                    CAPSTAR HOTEL COMPANY
                    (Registrant)



                    By:   /S/ John Emery 
                       -------------------------------
                       John Emery 
                       Chief Financial Officer


Dated:  July 30, 1997



<PAGE>



                                  EXHIBIT INDEX

                             CAPSTAR HOTEL COMPANY

                           Current Report on Form 8-K
                               Dated July 30, 1997


EXHIBIT NO.                         DESCRIPTION

    99                  Press Release, dated July 25, 1997.









FOR IMMEDIATE RELEASE July 25, 1997, 7:32 am E.S.T.

CONTACT:  John Emery, Chief Financial Officer
          (202) 965-4455


            CapStar Hotel Company announced Thursday that it intends to offer
$150 million of senior subordinated notes due 2007. The offering will be made
via an offering memorandum to qualified institutional buyers and is expected to 
be completed during the third quarter of 1997.

            The Company expects to use the net proceeds of the private offering
to repay indebtedness under its credit facility, to pursue its acquisition
strategy, to make capital expenditures for its renovation programs and for
working capital and general corporate purposes.

            The notes will be general unsecured obligations of the Company and
will be subordinated to all existing and future senior debt (to be defined in
the indenture governing the notes) of the Company. The Notes also will be
effectively subordinated to all obligations of the Company's subsidiaries,
including, without limitation, trade payables in the ordinary course of 
business.

            The notes have not been and will not be registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.

            CapStar Hotel Company is a hotel management and investment company
which acquires, renovates, repositions and manages hotels throughout the United
States. CapStar currently owns and manages 36 upscale, full-service hotels which
contain 9,151 rooms and manages an additional 30 hotels owned by third parties
which contain 5,340 rooms.






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