<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WINSTON HOTELS, INC.
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA
(State or other jurisdiction of incorporation or organization)
56-1624289
(I.R.S. Employer Identification No.)
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2209 CENTURY DRIVE, SUITE 300
RALEIGH, NORTH CAROLINA 27612
(919) 510-6010
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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ROBERT W. WINSTON, III
2209 CENTURY DRIVE, SUITE 300
RALEIGH, NORTH CAROLINA 27612
(919) 510-6010
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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with a copy to:
Alan J. Prince, Esq.
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
(404) 572-4600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF PROPOSED PROPOSED
SHARES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value............... 1,500,000 $10.59375 $15,890,625 $4,687.73
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) based on the average of the high and low
reported sales prices on the New York Stock Exchange on August 3, 1998.
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<PAGE> 2
PROSPECTUS
WINSTON HOTELS, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
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COMMON STOCK
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Winston Hotels, Inc. (the "Company") hereby offers to the holders of shares
of its Common Stock, par value $.01 per share (the "Common Stock") and other
interested investors, the opportunity to participate in the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). The Plan provides a simple
and convenient method for shareholders and other interested investors to invest
cash dividends and optional cash payments in shares of Common Stock of the
Company. All holders of record of Common Stock and other interested investors
are eligible to participate in the Plan (a "Participant").
Participants may purchase additional shares of Common Stock by (i) having
the cash dividends on all, or part, of their shares of Common Stock
automatically reinvested, (ii) by receiving directly, as usual, their cash
dividends, if, as and when declared, on shares of Common Stock registered in
their names and investing in the Plan by making cash payments of not less than
$100 per payment or more than $10,000 per month ("optional cash payments"),
(iii) by investing both their cash dividends and such optional cash payments, or
(iv) for Participants who are not shareholders of the Company, by making an
initial optional cash investment of not less than $250 or more than $10,000 or,
if such Participant chooses to have amounts automatically deducted from an
authorized bank account, the Participant may make an initial investment of $100.
A shareholder may begin participating in the Plan by completing an
Authorization Form and returning it to Wachovia Bank, N.A., as plan
administrator. An interested investor that is not presently a shareholder of the
Company, but desires to become a Participant by making an initial investment in
Common Stock, may join the Plan by signing an Authorization Form and returning
it, together with such initial investment to the plan administrator.
Participants may terminate their participation at any time. Shareholders who do
not wish to participate in the Plan need take no action and will continue to
receive their cash dividends, if, as and when declared, as usual. The Company
suggests that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
THE DATE OF THIS PROSPECTUS IS AUGUST 4, 1998.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"), pursuant to the Exchange
Act. Such reports, proxy statements and other information filed by the Company
may be examined without charge at, or copies obtained upon payment of prescribed
fees from, the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and are also available for
inspection and copying at the regional offices of the Commission located at 7
World Trade Center, New York, New York 10048 and at 500 West Madison Street,
Chicago, Illinois 60661-2511. The Common Stock of the Company is listed on the
New York Stock Exchange, and such material can also be inspected and copied at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005. Such reports, proxy statements, and other information can also be
obtained from the Internet at http://www.sec.gov.
The Company has filed with the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations promulgated thereunder, with respect to the Common Stock offered
pursuant to this Prospectus. This Prospectus, which is part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement and the exhibits and financial schedules thereto. For further
information concerning the Company and the Common Stock offered hereby,
reference is made to the Registration Statement and the exhibits and schedules
filed therewith, which may be examined without charge at, or copies obtained
upon payment of prescribed fees from, the Commission and its regional offices at
the locations listed above. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
(File No. 0-23732) are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1998;
(c) the description of the Common Stock of the Company included in the
Company's Registration Statement on Form 8-A (File No. 0-23732), dated
March 23, 1994, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the securities made hereby shall be deemed to
be incorporated by reference in this Prospectus and made a part hereof from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other document subsequently filed with the
Commission which also is 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
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents incorporated by reference herein (not including
the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed to: Winston Hotels, Inc., 2209 Century Drive, Suite 300, Raleigh, North
Carolina 27612, Attention: Secretary, telephone number (919) 510-6010.
2
<PAGE> 4
THE COMPANY
The Company is a self-advised and self-administered real estate investment
trust ("REIT") that owns, acquires and develops hotels with nationally
recognized franchise affiliations. The Company specializes in the acquisition
and development of limited-service and extended-stay hotels. Currently, the
Company owns, through WINN Limited Partnership (the "Partnership"), 49 hotels
(the "Current Hotels") in 13 states containing an aggregate of 6,712 rooms. The
Company seeks to enhance shareholder value by: (i) participating in any
increased room revenue from the Current Hotels and any subsequently acquired or
developed hotels through percentage leases; (ii) acquiring additional hotels
that meet the Company's investment criteria; and (iii) selectively developing
hotels and hotel additions as market conditions warrant.
The Company's executive offices are located at 2209 Century Drive, Suite
300, Raleigh, North Carolina 27612, and its telephone number is (919) 510-6010.
3
<PAGE> 5
DESCRIPTION OF THE PLAN
The provisions of the Company's Dividend Reinvestment and Stock Purchase
Plan are set forth below in question and answer format. The Company's Board of
Directors has reserved 1,500,000 shares of Common Stock for issuance under the
Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of shares of Common
Stock and other interested investors with a simple and convenient method of
investing cash dividends or optional cash payments, or both, to purchase
additional shares of Common Stock or to make an initial investment in Common
Stock, as applicable, without payment of any brokerage commissions, fees or
service charges. Shares of Common Stock purchased under the Plan will either be
original issue shares or shares purchased in the open market by the plan
administrator, Wachovia Bank, N.A., a bank unaffiliated with the Company (the
"Bank") (see Question 4). To the extent shares of Common Stock are purchased by
the Bank in the open market, the Company will not receive any proceeds. To the
extent the shares of Common Stock are original issue shares, the Company will
receive additional funds for its working capital and general corporate purposes.
See "Use of Proceeds".
ADVANTAGES
2. WHAT ARE THE OPTIONS AVAILABLE TO PARTICIPANTS?
Shareholders may purchase additional shares of Common Stock by (i) having
the cash dividends on all, or part, of their shares of Common Stock
automatically reinvested, (ii) by receiving directly, as usual, their cash
dividends, if, as and when declared, on shares of Common Stock and investing in
the Plan by making cash payments of not less than $100 per payment or more than
$10,000 per month, or (iii) by investing both their cash dividends and such
optional cash payments. Interested investors that are not shareholders of the
Company may make an initial cash investment in Common Stock of not less than
$250 and not more than $10,000 or, if such investor chooses to have amounts
automatically deducted from an authorized bank account, the investor may make an
initial investment of $100.
3. WHAT ARE THE ADVANTAGES OF THE PLAN?
No brokerage commissions, fees or service charges are paid by Participants
in connection with purchases under the Plan, provided, however that if shares
are registered in the name of a nominee or broker, such nominee or broker may
charge a commission or fee. Full investment of dividends is possible under the
Plan because the Plan permits fractions of shares, as well as whole shares, to
be purchased and credited to Participants' accounts. Regular statements of
account provide simplified record keeping. Persons not presently shareholders of
the Company may become Participants by making an initial cash investment of not
less than $250 and not more than $10,000 to purchase shares of Common Stock or,
if such investor chooses to have amounts automatically deducted from an
authorized bank account, the investor may make an initial investment of $100. In
addition, the free custodial services provided in connection with the Plan serve
to protect against loss, theft or destruction of certificates.
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
Wachovia Bank, N.A. has been designated by the Company as its agent to
administer the Plan for Participants, maintain records, send regular statements
of account to Participants and perform other duties relating to the Plan. Shares
of Common Stock purchased under the Plan will be held by the Bank as agent for
Participants and registered in the name of the Bank or its nominee. The Bank
also serves as Transfer Agent for the Common Stock. Should the Bank resign, or
be asked to resign, another agent will be asked to serve.
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<PAGE> 6
All communications regarding the Plan should be sent to the Bank addressed
as follows:
Wachovia Shareholder Services
P.O. Box 8218
Boston, MA 02266-8218
(800) 633-4236
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of shares of Common Stock are eligible to participate
in the Plan. In order to be eligible to participate, beneficial owners of shares
of Common Stock whose shares are registered in names other than their own (for
example, shares registered in the name of a broker, bank nominee or trustee)
must either arrange for the holder of record to join the Plan or have the shares
they wish to enroll in the Plan transferred to their own names. In addition, an
interested investor that is not a shareholder may participate in the Plan by
making an initial cash investment in Common Stock of not less than $250 or more
than $10,000 or, if such investor chooses to have amounts automatically deducted
from an authorized bank account, the investor may make an initial investment of
$100.
6. HOW DOES SOMEONE BECOME A PARTICIPANT?
An eligible shareholder may join the Plan by checking the box of his choice
on an Authorization Form and returning it to the Bank. A postage-paid envelope
is provided for this purpose. Company shareholders whose shares are registered
in the name of a nominee or broker must have the nominee or broker sign the
Authorization Form and return it to the Bank. Additional Authorization Forms may
be obtained at any time by written request to the Bank at the address indicated
above. An interested investor that is not presently a shareholder of the
Company, but desires to become a Participant by making an initial cash
investment in Common Stock, may join the Plan by signing an Authorization Form
and forwarding it, together with such initial investment, to the Bank.
If a Participant establishes a joint account, the Participants jointly and
severally agree that each of them will have authority on behalf of the joint
account to make transaction requests of the Bank, including, but not limited to,
transactions such as selling or withdrawing shares, changing account address or
options, and to generally deal with the Bank on behalf of the joint account as
fully and completely as if either Participant alone were interested in the
account. Notwithstanding the foregoing, the Bank may, in its sole discretion, do
any of the following if conflicting instructions are received from joint account
participants:
(a) Choose which instructions to follow and which to disregard;
(b) Terminate the account pursuant to Question 20; and/or
(c) Take other appropriate legal action.
7. WHEN MAY A SHAREHOLDER OR AN INTERESTED INVESTOR JOIN THE PLAN?
A shareholder or other interested investor may join the Plan at any time
and will remain a Participant until participation is terminated (see Question
20) or all shares held in the Participant's Plan account are sold.
If an Authorization Form specifying reinvestment of dividends is received
by the Bank at least five business days before the record date of a dividend
payment, reinvestment commences with that dividend payment. If the Authorization
Form is received after that date, reinvestment of dividends through the Plan
begins with the dividend payment following the next record date. Participation
as to initial investments will commence when the Authorization Form and the
funds to be invested have been received. Optional cash payments are invested as
specified in Question 14.
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<PAGE> 7
The Company has declared and paid dividends as follows during the past two
years:
<TABLE>
<CAPTION>
DECLARATION DATE RECORD DATE PAYMENT DATE
- ---------------- ----------- ------------
<S> <C> <C>
March 26, 1996 April 8, 1996 April 16, 1996
May 28, 1996 July 8, 1996 July 16, 1996
September 24, 1996 October 7, 1996 October 16, 1996
December 23, 1996 December 30, 1996 January 14, 1997
April 1, 1997 April 11, 1997 April 17, 1997
June 10, 1997 July 7, 1997 July 15, 1997
September 24, 1997 October 7, 1997 October 16, 1997
December 2, 1997 December 30, 1997 January 16, 1998
February 3, 1998 March 31, 1998 April 16, 1998
May 5, 1998 June 30, 1998 July 16, 1998
</TABLE>
8. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form provides for the purchase of additional shares of
Common Stock through the following options:
(a) Dividend Reinvestment Only. If the "Reinvest all dividends" or
"Reinvest a portion of dividends" box is checked, the Bank will apply cash
dividends on all shares of Common Stock registered in the Participant's
name, or such percentage or dollar amount as specified by Participant on
the Authorization Form, as well as on all shares of Common Stock credited
to the Participant's Plan account, to the purchase of additional shares of
Common Stock.
(b) Dividend Reinvestment and Optional Cash Payments. Participants
wishing to reinvest all or a portion of their dividends and make optional
cash payments should check each applicable box. The Bank will apply cash
dividends on all shares of Common Stock registered in the Participant's
name, or such percentage or dollar amount as specified by Participant on
the Authorization Form, as well as on all shares of Common Stock credited
to the Participant's Plan account, and any optional cash payments to the
purchase of additional shares of Common Stock.
(c) Optional Cash Payments Only. If the "Optional Cash Payments Only"
box is checked, the Bank will apply any optional cash payments and any
dividends on shares credited to the Participant's Plan account to the
purchase of additional shares of Common Stock. Cash dividends on shares of
Common Stock registered in the Participant's name other than in his Plan
account will be paid to the Participant in the usual manner.
Except with respect to dividends on shares of Common Stock in a
Participant's Plan account, which are reinvested automatically, a Participant
may elect to reinvest the dividends on all or part of the shares of Common Stock
registered in his name by designating his intentions on the Authorization Form.
Participants may also elect to deduct any specified amount of cash contributions
from a Participant's authorized bank account via ACH, the Automated Clearing
House, and apply that amount, less any fees and commissions, to the purchase of
full and fractional shares of Common Stock for the Participant's account. Allow
2-6 weeks after enrollment for the first deduction to occur.
9. HOW MAY PARTICIPANTS CHANGE INVESTMENT OPTIONS?
A Participant may change his investment option at any time by signing a new
Authorization Form and returning it to the Bank. A change in investment option
will be effective on the dividend payment date if the Authorization Form is
received by the Bank no later than the fifth business day preceding the related
dividend record date. If the Authorization Form is received by the Bank after
the fifth business day preceding the related dividend record date, the change
will be effective on the dividend payment date for the following quarter.
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<PAGE> 8
COSTS
10. ARE THERE ANY EXPENSES OF PARTICIPATION IN CONNECTION WITH PURCHASES UNDER
THE PLAN?
There will be no brokerage commissions or service charges to Participants
for purchases under the Plan, regardless of whether such purchases are direct
from the Company or open market purchases. Furthermore, all costs of
administration of the Plan are to be paid by the Company. See Question 20, "How
does a Participant terminate participation in the Plan?" and Question 21, "May a
portion of a Participant's Plan shares be sold?" for a discussion of payment by
Participants of brokerage costs and transfer taxes associated with such
termination of participation and sale of shares under the Plan.
A $25 fee will be charged to Participants for each check returned for
insufficient funds or rejected automatic debit of bank account. Also, a $10 fee
will be charged to Participants for each duplicate statement beyond the most
recent prior year requested by such Participants. See Question 15, "What kind of
reports will be sent to Participants?"
If a Participant's shares are registered in the name of a nominee or
broker, such nominee or broker may charge a commission or fee for both shares
purchased in the open market and original issue shares.
PURCHASES
11. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR EACH PARTICIPANT?
The number of shares to be purchased for a Participant's account under the
Plan will depend on the amount of a Participant's dividends being reinvested,
the amount of any optional cash payments and the price of the shares of Common
Stock. Each Participant's account will be credited with that number of shares,
including fractions computed to four decimal places, equal to the total amount
to be reinvested or invested through optional cash payments, divided by the
purchase price per share.
12. WHAT WILL BE THE PRICE OF SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN?
The price of shares of Common Stock purchased under the Plan as original
issue shares with reinvested cash dividends is 95% of the mean of the high and
low sales prices for such shares on the applicable investment date. The price of
shares of Common Stock purchased under the Plan as original issue shares with
optional cash payments is 100% of the mean of the high and low sales prices for
such shares on the applicable investment date. For open market purchases, the
purchase price will be the average price paid by the Bank for all purchases for
a single cash dividend or optional cash payment.
Since purchase prices for the Common Stock are established on the
applicable investment date, a Participant loses any advantages otherwise
available from being able to select the timing of investments. Participants
should recognize that neither the Company nor the Bank can assure a profit or
protect against a loss on shares of Common Stock purchased under the Plan.
13. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
The Plan provides the Bank the flexibility of using dividends and optional
cash payments to purchase shares of Common Stock from the Company out of the
Company's authorized but unissued shares of Common Stock or on the open market.
14. HOW ARE OPTIONAL CASH PAYMENTS MADE?
Optional cash payments from existing shareholders may be made at any time
and in varying amounts of not less than $100 per payment or more than $10,000
per month. A shareholder may make an optional cash payment when enrolling in the
Plan by enclosing a check (made payable to Wachovia-Winston Hotels) with the
Authorization Form. Thereafter, optional cash payments may be made through the
use of optional cash payment form on the top of each statement which will be
sent to Participants by the Bank or through automatic debit of a Participant's
authorized bank account.
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<PAGE> 9
Other interested investors that are not shareholders of the Company, but
have submitted Authorization Forms, are also eligible to make an initial
investment of not less than $250 or more than $10,000 in Common Stock through an
optional cash payment or, if such investor chooses to have amounts automatically
deducted from an authorized bank account, the investor may make an initial
investment of $100.
Optional cash payments will be invested twice monthly, generally on the
first and fifteenth day of each month or, if the Common Stock is not traded on
such day, the next trading day. However, only payments received no later than
the fifth business day preceding the related monthly investment date will be
invested on the related investment date. Optional cash payments received after
the fifth business day preceding the related monthly investment date will be
invested on the following monthly investment date. NO INTEREST WILL BE PAID ON
OPTIONAL CASH PAYMENTS. IT IS THEREFORE SUGGESTED THAT ANY OPTIONAL CASH
PAYMENTS A PARTICIPANT WISHES TO MAKE BE SENT SO AS TO REACH THE BANK AS CLOSE
AS POSSIBLE TO THE TWENTY-FOURTH OR SEVENTH DAY OF THE MONTH PRECEDING THE
MONTHLY INVESTMENT DATE. The same amount of money need not be sent each month,
and there is no obligation to make an optional cash payment each month.
A shareholder may participate through the investment of optional cash
payments without the necessity of reinvesting cash dividends by checking the
"Optional Cash Payments Only" box on the Authorization Form. However, even if
the "Optional Cash Payments Only" box is checked, all dividends payable on
shares purchased with optional cash payments and retained in the Participant's
Plan account will be reinvested automatically in additional shares of Common
Stock.
REPORTS TO PARTICIPANTS
15. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Shareholders who participate in the Plan through the reinvestment of
dividends will be sent a quarterly statement of their accounts and persons who
participate through the investment of optional cash payments will be sent a
monthly statement for any months within which an optional cash payment is
invested. These statements of account will show any cash dividends and optional
cash payments received, the number of shares purchased, the purchase price for
the shares, the number of shares held for the Participant by the Bank, the
number of enrolled shares registered in the name of the Participant, and an
accumulation of the transactions for the calendar year to date. Quarterly
statements will be mailed as soon as practicable after each dividend payment
date, and monthly statements will be mailed on or about the tenth day of each
month. These statements are a Participant's continuing record of the cost of his
purchases and should be retained for income tax purposes.
In addition, each Participant will receive the most recent Prospectus
constituting the Plan and copies of the same communications sent to every other
holder of shares of Common Stock, including the Company's Annual Report, Notice
of Annual Meeting and Proxy Statement and income tax information for reporting
distributions (including dividends) paid by the Company.
DIVIDENDS
16. HOW ARE DIVIDENDS CREDITED TO PARTICIPANTS' ACCOUNTS UNDER THE PLAN?
On shares of Common Stock for which a Participant has directed that
dividends be reinvested, cash dividends will automatically be credited to a
Participant's account and reinvested in additional shares of Common Stock. Cash
dividends also will be automatically reinvested on all shares which have been
purchased under the Plan and credited to a Participant's account; provided,
however, that no dividends will be earned on such shares purchased under the
Plan until the dividend payment for the first dividend record date which follows
the date of purchase of such shares. On shares of Common Stock for which a
Participant has not directed that dividends be reinvested and on shares owned by
shareholders who are not participating in the Plan, cash dividends, as declared,
will be received by them by check as usual.
Stock dividends or stock splits distributed by the Company on the shares
purchased for and credited to the account of a Participant under the Plan will
be added to the Participant's account. Stock dividends or stock
8
<PAGE> 10
splits distributed on shares owned and held outside the Plan by a Participant
(including shares for which a Participant has directed that cash dividends be
reinvested) will be mailed directly to such Participant.
17. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON FRACTIONS OF SHARES?
Yes. Account balances will be computed to four decimal places and dividends
will be paid on the fractional shares.
18. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
Unless requested by a Participant, certificates for shares of Common Stock
purchased under the Plan will not be issued. Shares will be held in the name of
the Bank or its nominees. The number of shares credited to a Participant's
account under the Plan will be shown on such Participant's statement of account.
This service protects against loss, theft or destruction of stock certificates.
Certificates for any number of whole shares credited to an account under
the Plan will be issued upon the written request of a Participant. The remaining
whole shares and fractions of shares, if any, will continue to be credited to
the Participant's account. A request for issuance of Plan shares, including
issuance of all of the shares in a Participant's account, will not constitute a
termination of participation in the Plan by the Participant. Termination may be
effected only through the delivery to the Bank of a notice of termination as
outlined in Question 20, "How does a Participant terminate participation in the
Plan?".
Shares held by the Bank for the account of a Participant may not be
pledged. A Participant who wishes to pledge such shares must request that a
certificate for such shares be issued in his or her name.
Certificates for fractions of shares will not be issued under any
circumstances.
19. IN WHOSE NAME WILL CERTIFICATES BE ISSUED?
A Participant's account under the Plan will be maintained in the name in
which his shares of Common Stock were registered at the time the Participant
enrolled in the Plan. Consequently, if and when certificates for shares held
under the Plan are issued, such certificates will be issued only in that name.
Certificates will be issued for whole shares only.
TERMINATION OF PARTICIPATION
20. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
A Participant may terminate participation in the Plan at any time by
notifying the Bank in writing, by facsimile, by electronic media or by phone. At
any time, the Bank can, for any reason, in its sole discretion, refuse to
execute any Participant's transaction requested via telephone, electronic media,
or facsimile and, in its place, require written confirmation of such a
transaction request. A Participant's notice of termination takes effect when
such written notice is received by the Bank; provided, however, if the notice of
termination is received less than five business days prior to the record date
for a dividend payment date, the dividend will be reinvested for that
Participant's account. The Bank may terminate a Participant's account by mailing
a written notice of termination to the Participant 30 days prior to such
termination. The account then will be terminated and all subsequent dividends
will be paid to the Participant. When a Participant terminates participation in
the Plan, or upon termination of such participation by the Bank, certificates
for whole shares credited to a Participant's account under the Plan will be
issued to him and a cash payment will be made for any fractional share. However,
in the Participant's notice of termination of participation in the Plan, the
Participant may, if he desires, direct that all of the shares credited to his
account in the Plan, whether whole or fractional, be sold. Such sales will be
made at market. Any brokerage fees, transfer taxes and other transaction
expenses in connection with effecting such sales will be paid by the withdrawing
Participant. See Question 10, "Are there any expenses of participation in
connection with purchases under the Plan?" The proceeds of the sale, net of such
expenses, will be sent to the Participant.
9
<PAGE> 11
Former Participants may become Participants in the Plan again at any time
by signing a new Authorization Form and returning it to the Bank.
SALES OF PLAN SHARES
21. MAY A PORTION OF A PARTICIPANT'S PLAN SHARES BE SOLD?
A Participant may sell all or part of shares of Common Stock held in the
Plan in either of two ways. First, the Participant may request certificates for
full shares and arrange for the sale of these shares through a securities broker
of the Participant's choice. Alternatively, within 10 business days after
receipt of instructions in writing, by facsimile, by electronic media or by
phone, the Bank will sell any portion or all of the shares held by the Bank for
the Participant. Such shares will be sold through independent securities brokers
selected by the Bank in its sole discretion. At any time, the Bank can, for any
reason, in its sole discretion, refuse to execute any Participant's transaction
requested via telephone, electronic media, or facsimile and, in its place,
require written confirmation of such a transaction request. The Participant will
be charged a commission, transfer and other taxes and other transaction
expenses, which amounts will be deducted from the cash proceeds paid to the
Participant. Shares being sold for the Participant may be aggregated with those
of other Plan Participants who have requested sales. In that case, the
Participant will receive proceeds based on the average sales price of all shares
sold, less a pro rata share of brokerage commissions, transfer and other taxes
and other transaction expenses. A check representing the proceeds of the sale of
shares will be forwarded to the Participant as soon as practicable after
settlement of the sale.
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
22. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Under the current provisions of the Internal Revenue Code of 1986, as
amended (the "Code") the purchase of shares of Common Stock under the Plan will
generally result in the following federal income tax consequences:
(a) A dividend on shares of Common Stock will be treated for federal
income tax purposes as a dividend received by the Participant
notwithstanding that it is used to purchase additional Common Stock
pursuant to the Plan. The full amount of cash dividends reinvested under
the Plan plus the 5% purchase discount represent dividend income to
Participants. In addition, the amount of any brokerage commissions,
mark-ups, and other fees or expenses incurred by the Company on behalf of a
Participant in connection with such purchases on the open market will also
constitute a dividend to such Participant for federal income tax purposes.
(b) Dividends paid to corporate shareholders, including amounts,
taxable as dividends to corporate Participants under (a) above, will not be
eligible for the corporate dividends-received deduction under the Code.
(c) A Participant's tax basis in additional shares of Common Stock
acquired under the Plan will be equal to the amount treated as a dividend
for federal income tax purposes. The Participant's holding period for such
shares of Common Stock will commence on the day after the investment date.
(d) A Participant will not realize any taxable income upon the receipt
of a certificate for full shares credited to the Participant's account. A
Participant will recognize gain or loss when a fractional share interest is
liquidated or when the Participant sells or exchanges shares received from
the Plan. Such gain or loss will equal the difference between the amount
which the Participant receives for such fractional share interest or such
shares and the tax basis therefor.
In the case of Participants whose dividends are subject to withholding of
federal income tax, dividends will be reinvested less the amount of tax required
to be withheld.
The above is intended only as a general discussion of the current federal
income tax consequences of participation in the Plan. Participants should
consult their own tax advisers regarding the federal and state
10
<PAGE> 12
income tax consequences (including the effects of any changes in the law) of
their individual participation in the Plan.
OTHER INFORMATION
23. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any stock dividends or stock splits distributed by the Company on the
shares purchased for and credited to the account of a Participant under the Plan
will be added to the Participant's account. Stock dividends or stock splits
distributed on shares owned and held outside the Plan by a Participant
(including shares for which a Participant has directed that cash dividends be
reinvested) will be mailed directly to such Participant in the same manner as to
shareholders who are not participating in the Plan.
In the event the Company makes available to shareholders rights to purchase
additional shares of Common Stock or other securities, such rights will be made
available to Participants based on the number of shares (including fractional
share interests to the extent practicable) held in their Plan accounts on the
record date established for determining shareholders who are entitled to such
rights.
24. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
The Bank will forward, as soon as practicable, any proxy solicitation
materials to the Participant. The Bank will vote any full and/or fractional
shares of Common Stock that it holds for the Participant's account in accordance
with the Participant's directions. If a Participant does not return a signed
proxy to the Bank, the Bank will not vote such shares.
25. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE PLAN ADMINISTRATOR UNDER
THE PLAN?
Neither the Company nor the Bank will be liable for any act done in good
faith or for any good faith omission to act, including, without limitation, any
claims of liability arising out of failure to terminate a Participant's account
upon such Participant's death or adjudicated incompetency prior to the receipt
of notice in writing of such death or adjudicated incompetency, the prices at
which shares are purchased for the Participant's account, the times when
purchases are made or fluctuations in the market value of the Common Stock.
Neither the Company nor the Bank has any duties, responsibilities or liabilities
except those expressly set forth in the Plan.
THE PARTICIPANT SHOULD RECOGNIZE THAT THE COMPANY CANNOT ASSURE A PROFIT OR
PROTECT AGAINST A LOSS ON THE SHARES PURCHASED BY A PARTICIPANT UNDER THE PLAN.
26. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While the Plan is intended to continue indefinitely, the Company reserves
the right to suspend or terminate the Plan at any time. The Company also
reserves the right to make modifications to the Plan. Notice of such suspension,
termination or modification will be sent to all Participants.
The Company intends to use its best efforts to maintain the effectiveness
of the Registration Statement filed with the Commission covering the offer and
sale of Common Stock under the Plan. However, the Company has no obligation to
offer, issue or sell Common Stock to Participants under the Plan if, at the time
of the offer, issuance or sale, such Registration Statement is for any reason
not effective. Also, the Company may elect not to offer or sell Common Stock
under the Plan to participants residing in any jurisdiction or foreign country
where, in the judgment of the Company, the burden or expense of compliance with
applicable blue sky or securities laws makes such offer or sale there
impracticable or inadvisable. In any of these circumstances, dividends, if, as
and when declared, will be paid in the usual manner to the shareholders and any
optional cash payments received from such shareholder will be returned to him.
11
<PAGE> 13
27. CAN CHECKS BE WRITTEN AGAINST THE PARTICIPANT'S ACCOUNT?
No. A Participant may not draw checks or drafts against a Plan account.
USE OF PROCEEDS
The net proceeds from the sale of original issue shares of Common Stock
issued under the Plan will be used to increase working capital and for other
general purposes. The Company has no basis for estimating either the number of
shares of Common Stock that ultimately will be sold pursuant to the Plan or
prices at which such shares will be sold.
The Company will not receive any funds under the Plan from the purchase of
shares of Common Stock in the open market by the Bank.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1997 and
1996 and the consolidated statements of income, shareholders' equity and cash
flows for the years ended December 31, 1997, 1996 and 1995; the balance sheets
of Winston Hospitality, Inc. as of October 31, 1997 and December 31, 1996 and
the statements of income, shareholders' equity and cash flows for the 10 months
ended October 31, 1997 and the years ended December 31, 1996 and 1995, all
incorporated by reference in this Prospectus, have been incorporated herein in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing. The
balance sheet of CapStar Winston Company, L.L.C. as of December 31, 1997, and
the statements of operations, members' capital, and cash flows for the period
from October 15, 1997 through December 31, 1997, all incorporated by reference
in this Prospectus, have been incorporated herein in reliance on the report of
KPMG Peat Marwick LLP, independent accountants, given on the authority of that
firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered pursuant to this
Prospectus will be passed upon for the Company by King & Spalding, Atlanta,
Georgia. King & Spalding will rely on the opinion of Smith, Anderson, Blount,
Dorsett, Mitchell & Jernigan, L.L.P. with respect to all matters involving North
Carolina Law.
12
<PAGE> 14
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK, IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN
ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Description of the Plan............... 4
Use of Proceeds....................... 12
Experts............................... 12
Legal Matters......................... 12
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
WINSTON HOTELS, INC.
COMMON STOCK
--------------------
PROSPECTUS
--------------------
AUGUST 4, 1998
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is an estimate of the approximate amount of the fees and
expenses payable by the Registrant in connection with the issuance and
distribution of the Securities.
<TABLE>
<S> <C>
Securities and Exchange Commission, registration fee........ $ 4,688
New York Stock Exchange fee................................. 1,500
Printing and mailing........................................ 14,000
Accountant's fees and expenses.............................. 1,000
Blue Sky fees and expenses.................................. 5,000
Counsel fees and expenses................................... 10,000
Miscellaneous............................................... 2,000
-------
Total............................................. $38,188
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of the Company, generally, limit the
liability of the Company's directors and officers to the Company and the
shareholders for money damages to the fullest extent permitted from time to time
by the laws of the State of North Carolina. The Articles of Incorporation also
provide, generally, for the indemnification of directors and officers, among
others, against judgments, settlements, penalties, fines 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 except in
connection with a proceeding by or in the right of the Company in which the
director was adjudged liable to the Company or in connection with any other
proceeding, whether or not involving action in his official capacity, in which
he was adjudged liable on the basis that personal benefit was improperly
received by him. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors and officers of the Company pursuant to the foregoing provisions or
otherwise, the Company 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.
The Company has purchased director and officer liability insurance for the
purpose of providing a source of funds to pay any indemnification described
above.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <C> <S>
4.1 -- Form of Share Certificate (incorporated by reference to the
Company's Registration Statement on Form S-11 (Registration
No. 33-76602))
5.1 -- Opinion of King & Spalding regarding the validity of the
securities being registered
23.1 -- Consent of King & Spalding (included as part of Exhibit 5.1)
23.2 -- Consent of PricewaterhouseCoopers LLP
23.3 -- Consent of KPMG Peat Marwick LLP
23.4 -- Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P.
24.1 -- Power of Attorney (included on page II-2)
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 (the "Securities
Act"), 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.
II-1
<PAGE> 16
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, State of North Carolina, on the 4th day of
August, 1998.
WINSTON HOTELS, INC.
By: /s/ ROBERT W. WINSTON III
------------------------------------
Robert W. Winston, III
Chief Executive Officer and
President
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 the 4th day of August, 1998. Each of the directors
and/or officers of Winston Hotels, Inc. whose signature appears below hereby
appoints Robert W. Winston, III and James D. Rosenberg, and each of them
severally, as his attorney-in-fact to sign in his name and behalf, in any and
all capacities stated below, and to file with the Commission any and all
amendments, including post-effective amendments, to this registration statement,
making such changes in the registration statement as appropriate, and generally
to do all such things on their behalf in their capacities as officers and
directors to enable Winston Hotels, Inc. to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S> <C>
/s/ CHARLES M. WINSTON Chairman of the Board
--------------------------------------------- (Principal Executive Officer)
Charles M. Winston
/s/ ROBERT W. WINSTON, III Chief Executive Officer,
--------------------------------------------- President and Director
Robert W. Winston, III
/s/ JAMES D. ROSENBERG Chief Operating Officer and
--------------------------------------------- Chief Financial Officer
James D. Rosenberg
/s/ BRENT WEST Controller
--------------------------------------------- (Principal Accounting Officer)
Brent West
/s/ EDWIN B. BORDEN Director
---------------------------------------------
Edwin B. Borden
/s/ THOMAS F. DARDEN, II Director
---------------------------------------------
Thomas F. Darden, II
/s/ RICHARD L. DAUGHERTY Director
---------------------------------------------
Richard L. Daugherty
/s/ DAVID C. SULLIVAN Director
---------------------------------------------
David C. Sullivan
/s/ JAMES H. WINSTON Director
---------------------------------------------
James H. Winston
</TABLE>
II-2
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <C> <S>
4.1 -- Form of Share Certificate (incorporated by reference to the
Company's Registration Statement on Form S-11 (Registration
No. 33-76602))
5.1 -- Opinion of King & Spalding regarding the validity of the
securities being registered
23.1 -- Consent of King & Spalding (included as part of Exhibit 5.1)
23.2 -- Consent of PricewaterhouseCoopers LLP
23.3 -- Consent of KPMG Peat Marwick LLP
23.4 -- Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P.
24.1 -- Power of Attorney (included on page II-2)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[KING & SPALDING LETTERHEAD]
August 4, 1998
Winston Hotels, Inc.
2209 Century Drive
Suite 300
Raleigh, North Carolina 27612
Re: Winston Hotels, Inc. --
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Winston Hotels, Inc., a North Carolina
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Registration Statement relates to 1,500,000 shares of Company common stock,
par value $0.01 per share (the "Common Stock"), to be sold pursuant to that
certain Dividend Reinvestment Plan, which has been included in the prospectus
which is filed as part of the Registration Statement (the "DRIP Plan").
In connection with this opinion, we have examined and relied upon such
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed or photographic copies, and as to
certificates of public officials, we have assumed the same to have been properly
given and to be accurate. As to matters of fact material to this opinion, we
have relied upon statements and representations of representatives of the
Company and of public officials.
The opinions expressed herein are limited in all respects to the federal
laws of the United States of America and the laws of the State of North
Carolina, and no opinion is expressed with respect to the laws of any other
jurisdiction or any effect which such laws may have on the opinions expressed
herein. With respect to all matters in this opinion that are governed by the
laws of the State of North Carolina, we have, with your approval, relied solely
on the opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.,
a copy of which has been delivered to you today, and the opinions expressed
herein with respect to the laws of the State of North Carolina are subject to
the same qualifications, assumptions and limitations as are set forth therein.
The opinions expressed herein are limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.
Based upon the foregoing and subject to the other limitations and
qualifications set forth herein, we are of the opinion that, as of the date
hereof, the 1,500,000 shares of Common Stock of the Company, which are being
registered pursuant to the Registration Statement, may be legally issued in
accordance with the Company's Articles of Incorporation, as amended, and Bylaws,
and when so issued and delivered against payment therefor pursuant to the DRIP
Plan as described in the Registration Statement, such shares will be legally
issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no obligation to
advise you after the date hereof of facts or circumstances that come to our
attention or changes in law that occur which could affect the opinions contained
herein. This opinion is being rendered solely for the benefit of the Company in
connection with the matters addressed herein. This opinion may not be furnished
to or relied upon by any person or entity for any purpose without our prior
written consent.
<PAGE> 2
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is included in the Registration Statement.
Very truly yours,
/s/ King & Spalding
--------------------------------
KING & SPALDING
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Winston Hotels, Inc. on Form S-8 of our report dated January 11, 1998, on our
audits of the consolidated financial statements and financial statement schedule
of Winston Hotels, Inc. as of December 31, 1997 and 1996, and for each of the
three years in the period ended December 31, 1997, 1996 and 1995 which report is
included in Winston Hotels, Inc.'s 1997 Annual Report on Form 10-K. We also
consent to the incorporation by reference in this registration statement of our
report dated February 6, 1998, on our audits of the financial statements of
Winston Hospitality, Inc. as of October 31, 1997 and December 31, 1996 and for
the 10 months ended October 31, 1997 and the years ended December 31, 1996 and
1995 which report is included in Winston Hotels, Inc.'s 1997 Annual Report on
Form 10-K.
/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
July 29, 1998
<PAGE> 1
EXHIBIT 23.3
ACCOUNTANTS' CONSENT
The Board of Directors
Winston Hotels, Inc.:
We consent to incorporation by reference in this registration statement on Form
S-3 of Winston Hotels, Inc. of our report dated February 20, 1998, relating to
the balance sheet of CapStar Winston Company, L.L.C. as of December 31, 1997,
and the related statements of operations, members' capital and cash flows for
the period from October 15, 1997 through December 31, 1997, which report
appears in the December 31, 1997 annual report on Form 10-K of Winston Hotels,
Inc.
/s/ KPMG Peat Marwick LLP
Washington, D.C.
August 4, 1998
<PAGE> 1
EXHIBIT 23.4
Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the prospectus that is included in the Registration Statement. Such
consent shall not be deemed to be an admission that this firm is within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the regulations promulgated by the Securities and
Exchange Commission pursuant to such Act.
/s/ Smith, Anderson, Blount,
Dorsett, Mitchell & Jernigan, L.L.P.
