UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 2)*
CapStar Hotel Company
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(Name of Issuer)
Common, $0.01 par value
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(Title of Class of Securities)
140918 10 3
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(CUSIP Number)
* 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>
CUSIP NO. 140918 10 3 13G PAGE 2 OF 9 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
5,975
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
5,975
EACH REPORTING
PERSON WITH 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
0.02%
12 TYPE OF REPORTING PERSON*
CO
Page 2 of 9 Pages
<PAGE>
CUSIP NO. 140918 10 3 13G PAGE 3 OF 9 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
24,979
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
24,979
EACH REPORTING
PERSON WITH 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
0.1%
12 TYPE OF REPORTING PERSON*
CO
Page 3 of 9 Pages
<PAGE>
CUSIP NO. 140918 10 3 13G PAGE 4 OF 9 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
141,550
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
141,550
EACH REPORTING
PERSON WITH 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
0.6%
12 TYPE OF REPORTING PERSON*
CO
Page 4 of 9 Pages
<PAGE>
CUSIP NO. 140918 10 3 13G PAGE 5 OF 9 PAGES
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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
454,407
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
454,407
EACH REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
454,407
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.8%
12 TYPE OF REPORTING PERSON*
IN
Page 5 of 9 Pages
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13G
This Amendment No. 2 to Schedule 13G ("Amendment No. 2") is
filed by the undersigned to amend and restate in its entirety the Schedule 13G,
filed February 14, 1997, as amended and restated on February 11, 1998,
with respect to the shares of common stock, par value $.01 per share (the
"Common Stock"), of CapStar Hotel Company (the "Company").
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 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 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:
Not applicable.
Page 6 of 9 Pages
ITEM 4 OWNERSHIP
Not applicable.
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 [X]
The aggregate number of shares of Common Stock beneficially
owned by the reporting person is 454,407, representing 1.8%
of the Common Stock outstanding as of the date of this
Amendment No. 2.
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 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 7 of 9 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 12, 1998
----------------
Date
CapStar GP Corp.
By: /s/ Paul W. Whetsell
--------------------
Paul W. Whetsell
President
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 8 of 9 Pages
EXHIBIT A
Shares of Common Stock Beneficially Owned by Paul W. Whetsell
- -------------------------------------------------------------
Direct ownership: 281,903 shares
As owner of a controlling interest:
CapStar GP Corp. 5,975 shares
Latham Hotels, Inc. 24,979 shares
CapStar Hotels, Inc. 141,550 shares
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Total: 454,407 shares
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Page 9 of 9 Pages
