UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. ___)
CapStar Hotel Company
------------------------------------------------------------------------
(Name of Issuer)
Common, $0.01 par value
------------------------------------------------------------------------
(Title of Class of Securities)
140918 10 3
------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent of less of such class.)
(See rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 14 Pages
<PAGE>
CUSIP NO. 140918 10 3 13G PAGE 2 OF 14 PAGES
---------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capstar Executive Investors I, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 451,743
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
451,743
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
451,743
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5%
12 TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP NO. 140918 10 3 13G PAGE 3 OF 14 PAGES
---------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CapStar Executive Investors II, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 10,986
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
10,986
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,986
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
12 TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP NO. 140918 10 3 13G PAGE 4 OF 14 PAGES
---------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New CapStar Group I, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 167,763
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
167,763
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,763
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%
12 TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP NO. 140918 10 3 13G PAGE 5 OF 14 PAGES
---------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New CapStar Group II, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 90,494
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
90,494
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,494
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.07%
12 TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP NO. 140918 10 3 13G PAGE 6 OF 14 PAGES
---------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CapStar GP Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,975
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
5,975
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,975
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 140918 10 3 13G PAGE 7 OF 14 PAGES
---------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Latham Hotels, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 24,979
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
24,979
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,979
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 140918 10 3 13G PAGE 8 OF 14 PAGES
---------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CapStar Hotels, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 141,550
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
141,550
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,550
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.11%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 140918 10 3 13G PAGE 9 OF 14 PAGES
---------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul W. Whetsell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 507,774
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
462,729
7 SOLE DISPOSITIVE POWER
507,774
8 SHARED DISPOSITIVE POWER
462,729
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
970,503 (See Exhibit A)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
ITEM 1
(A) NAME OF ISSUER
CapStar Hotel Company
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
ITEM 2
(A) NAME OF PERSONS FILING
CapStar Executive Investors I, L.L.C. CapStar Executive
Investors II, L.L.C. New CapStar Group I, L.L.C. New CapStar
Group II, L.L.C.
CapStar GP Corp.
Latham Hotels, Inc.
CapStar Hotels, Inc.
Paul W. Whetsell
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
(C) CITIZENSHIP
CapStar Executive Investors I, L.L.C. - Delaware
CapStar Executive Investors II, L.L.C. - Delaware
New CapStar Group I, L.L.C. - Delaware
New CapStar Group II, L.L.C. - Delaware
CapStar GP Corp. - Delaware
Latham Hotels, Inc. - Delaware
CapStar Hotels, Inc. - Delaware
Paul W. Whetsell - U.S.A.
(D) TITLE OF CLASS OF SECURITIES
Common Stock, $.01 par value
(E) CUSIP NUMBER
140918 10 3
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(A) |_| BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE ACT
(B) |_| BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT
(C) |_| INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19) OF THE
ACT
Page 10 of 14 Pages
<PAGE>
(D) |_| INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE
INVESTMENT COMPANY ACT
(E) |_| INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE
INVESTMENT ADVISERS ACT OF 1940
(F) |_| EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT
TO THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974 OR ENDOWMENT FUND; SEE
SS. 240.13D-1(B)(1)(II)(F)
(G) |_| PARENT HOLDING COMPANY, IN ACCORDANCE WITH SS.
240.13D-1(B)(II)(G) (NOTE: SEE ITEM 7)
(H) |_| GROUP, IN ACCORDANCE WITH SS. 240.13D-1(B)(1)(II)(H)
ITEM 4 OWNERSHIP
See responses to Items 5, 6, 7, 8, 9, and 11 of Cover Pages.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE
DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL
OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK
THE FOLLOWING |_|
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
CapStar Executive Investors I, L.L.C. (CO)
CapStar Executive Investors II, L.L.C. (CO)
New CapStar Group I, L.L.C. (CO)
New CapStar Group II, L.L.C. (CO)
CapStar GP Corp. (CO)
Latham Hotels, Inc. (CO)
CapStar Hotels, Inc. (CO)
Paul W. Whetsell (IN)
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable
Page 11 of 14 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
February 14, 1997
---------------------------
Date
CapStar Executive Investors I, L.L.C.
By: /s/ Paul W. Whetsell
-------------------------------------
Paul W. Whetsell
Managing Member
CapStar Executive Investors II, L.L.C.
By: /s/ Paul W. Whetsell
-------------------------------------
Paul W. Whetsell
Managing Member
New CapStar Group I, L.L.C.
By: /s/ Paul W. Whetsell
-------------------------------------
Paul W. Whetsell
Managing Member
New CapStar Group II, L.L.C.
By: /s/ Paul W. Whetsell
-------------------------------------
Paul W. Whetsell
Managing Member
CapStar GP Corp.
By: /s/ Paul W. Whetsell
-------------------------------------
Paul W. Whetsell
President
Page 12 of 14 Pages
<PAGE>
Latham Hotels, Inc.
By: /s/ Paul W. Whetsell
-------------------------------------
Paul W. Whetsell
President
CapStar Hotels, Inc.
By: /s/ Paul W. Whetsell
-------------------------------------
Paul W. Whetsell
President
/s/ Paul W. Whetsell
----------------------------------------
Paul W. Whetsell
Page 13 of 14 Pages
<PAGE>
EXHIBIT A
Shares Beneficially owned by Paul W. Whetsell
- ---------------------------------------------
Direct ownership 77,013 shares
As managing member:
Capstar Executive Investors I, L.L.C.* 451,743
Capstar Executive Investors II, L.L.C.* 10,986
New Capstar Group I, L.L.C. 167,763
New Capstar Group II, L.L.C. 90,494
As owner of a controlling interest:
CapStar GP Corp. 5,975
Latham Hotels, Inc. 24,979
CapStar Hotels, Inc. 141,550
-------
Total: 970,503
* Voting and dispositive power shared with certain individuals as co-managing
members.
Page 14 of 14 Pages
