<PAGE> 1
As filed with the Securities and Exchange Commission on August 4, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form S-8
Registration Statement
Under
The Securities Act of 1933
WINSTON HOTELS, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1624289
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2209 Century Drive, Suite 300
Raleigh, North Carolina 27612
(Address of Principal Executive Offices) (Zip Code)
Winston Hotels, Inc. Directors' Stock Incentive Plan
(Full title of the plans)
Robert W. Winston, III
President and Chief Executive Officer
2209 Century Drive, Suite 300
Raleigh, North Carolina 27612
(Name and address of agent for service)
(919) 510-6010
(Telephone number, including area code, of agent for service)
Copy to:
Byron B. Kirkland, Esq.
SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.
Post Office Box 2611
Raleigh, North Carolina 27602
(919) 821-1220
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Title of securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered(1) offering price per aggregate offering registration fee
share(2) price(2)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 30,000 shares $10.59375 $317,812 $93.75
$.01 par value
===================================================================================================
</TABLE>
(1) Plus such additional number of shares as may hereafter become issuable
pursuant to the Winston Hotels, Inc. Stock Incentive Plan in the event
of a stock dividend, stock split, recapitalization or other similar
transaction without receipt of consideration which results in an
increase in the number of shares outstanding.
(2) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimates have been calculated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended, and are
based on the average of the high and low price per share of the
registrant's Common Stock as reported on The New York Stock Exchange on
August 3, 1998.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by the Company with the
Commission and are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(b) the Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1998; and
(c) the Company's Registration Statement on Form 8-A filed with
the Commission on March 23, 1994, containing a description of
the Common Stock of the Company.
All documents filed by the Company subsequent to the date hereof
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered under the Plan have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. 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 1993 (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.
Item 7. Exemption from Registration Claimed
Not applicable.
2
<PAGE> 3
Item 8. Exhibits
Exhibit
No. Description
--- -----------
4.1(1) Amended and Restated Articles of Incorporation of the Company
4.2(2) Articles of Amendment to the Amended and Restated Articles of
Incorporation, effective June 14, 1995
4.3(3) Articles of Amendment to the Amended and Restated Articles of
Incorporation, effective September 10, 1997
4.4(1) Amended and Restated Bylaws
4.5 Winston Hotels, Inc. Directors' Stock Incentive Plan
5 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P.
23.1 Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P. is contained in the opinion submitted as
Exhibit 5 hereto
23.2 Consent of PricewaterhouseCoopers L.L.P
23.3 Consent of KPMG Peat Marwick, LLP
24 Power of Attorney (included on the signature page hereto)
- --------------------
(1) Exhibits to the Company's Registration Statement on Form S-11 as
filed with the Commission (Registration No. 33-76602) effective May 25, 1994 and
incorporated by reference herein.
(2) Exhibit to the Company's Quarterly Report on Form 10-Q as filed
with the Commission on August 11, 1995 and incorporated by reference herein.
(3) Exhibit to the Company's Annual Report on Form 10-K as filed with
the Commission on March 27, 1998 and amended on April 1, 1998 and incorporated
by reference herein.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are made, a post-effective
amendment to this registration statement to
include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change in such
information in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each
post-effective amendment 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.
(3) To remove from registration by means of a
post-effective amendment any of the
securities being registered which remain
unsold at the termination of the offering.
3
<PAGE> 4
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and where applicable, each filing
of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the provisions described under
Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed
in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of
the registrant in the successful defense of any
action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
4
<PAGE> 5
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-8 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
President and
Chief Executive Officer
5
<PAGE> 6
POWER OF ATTORNEY
Each of the undersigned directors and officers of WINSTON HOTELS, INC.,
a North Carolina corporation (the "Company"), hereby appoints Robert W. Winston,
III and James D. Rosenberg, each with full power to act without the other, as
his true and lawful attorney-in-fact and agent, with full power of substitution,
to act in his name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement on Form S-8 concerning the Winston
Hotels, Inc. Stock Incentive Plan, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and grants unto said attorneys-in-fact and agents full
power and authority to do any and all acts and things and to execute any and all
instruments for him and in his name in the capacity which said attorneys-in-fact
and agents, or either of them, may deem necessary or advisable to enable the
Company to comply with the provisions of the Securities Act of 1933 and any
rules, regulations, and requirements of the Securities and Exchange Commission.
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 August 4, 1998.
Signature Title
- --------- -----
/s/ Charles M. Winston
______________________________ Chairman of the Board
Charles M. Winston (Principal Executive Officer)
/s/ Robert W. Winston, III
______________________________ President, Chief Executive Officer
Robert W. Winston, III and Director
/s/ James D. Rosenberg
______________________________ Chief Financial Officer and Chief
James D. Rosenberg Operating Officer (Principal Financial Officer)
/s/ Brent V. West
______________________________ Vice President and Controller
Brent V. West (Principal Accounting Officer)
/s/ James H. Winston
______________________________ Director
James H. Winston
/s/ Thomas F. Darden, II
______________________________ Director
Thomas F. Darden, II
/s/ Richard L. Daugherty
______________________________ Director
Richard L. Daugherty
/s/ Edwin B. Borden
______________________________ Director
Edwin B. Borden
/s/ David C. Sullivan
______________________________ Director
David C. Sullivan
6
<PAGE> 7
WINSTON HOTELS, INC.
EXHIBIT INDEX
Exhibit
No. Description
--- -----------
4.1(1) Amended and Restated Articles of Incorporation of the Company
4.2(2) Articles of Amendment to the Amended and Restated Articles of
Incorporation, effective June 14, 1995
4.3(3) Articles of Amendment to the Amended and Restated Articles of
Incorporation, effective September 10, 1997
4.4(1) Amended and Restated Bylaws
4.5 Winston Hotels, Inc. Directors' Stock Incentive Plan
5 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P.
23.1 Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P. is contained in the opinion submitted as
Exhibit 5 hereto
23.2 Consent of PricewaterhouseCoopers L.L.P.
23.3 Consent of KPMG Peat Marwick, LLP
24 Power of Attorney (included on the signature page hereto)
- --------------------
(1) Exhibits to the Company's Registration Statement on Form S-11 as
filed with the Commission (Registration No. 33-76602) effective May 25, 1994 and
incorporated by reference herein.
(2) Exhibit to the Company's Quarterly Report on Form 10-Q as filed
with the Commission on August 11, 1995 and incorporated by reference herein.
(3) Exhibit to the Company's Annual Report on Form 10-K as filed with
the Commission on March 27, 1998 and amended on April 1, 1998 and incorporated
by reference herein.
<PAGE> 1
Exhibit 4.5
WINSTON HOTELS, INC.
DIRECTORS' STOCK INCENTIVE PLAN
<PAGE> 2
ARTICLE I
DEFINITIONS
1.01. Award Date means the date of the first Board meeting after each
annual meeting of the Company's shareholders during the term of this Plan.
1.02. Board means the Board of Directors of the Company.
1.03. Committee means the committee appointed by the Board to
administer the Plan.
1.04. Common Stock means the common stock of the Company.
1.05. Company means Winston Hotels, Inc.
1.06. Fair Market Value means, on any given date, the current fair
Market value of the shares of Common Stock as determined pursuant to subsection
(a) or (b) below.
(a) While the Company is a Non-Public Company, Fair Market
Value shall be determined by the Board using any reasonable method in good
faith.
(b) While the Company is a Public Company, Fair Market Value
shall be determined as follows: if the Common Stock is not listed on an
established stock exchange, the Fair Market Value shall be the reported
"closing" price of shares of Common Stock in the New York over-the-counter
market as reported by the National Association of Securities Dealers, Inc. If
the Common Stock is listed on an established stock exchange or exchanges, Fair
Market Value shall be deemed to be the highest closing price of shares of Common
Stock reported on that stock exchange or exchanges or, if no sale of Common
Stock shall be made on any stock exchange on that day, then the next preceding
day on which there was a sale. For purposes of this definition, the term "Public
Company" means a corporation that has sold securities pursuant to an effective
registration statement on Form S-1 filed pursuant to the Securities Act of 1933,
as amended, and
2
<PAGE> 3
the term "Non-Public Company" means a corporation that has never sold securities
pursuant to an effective registration statement on Form S-1 filed pursuant to
the Securities Act of 1933, as amended.
1.07. First Award Date means the date of closing of the initial public
offering of the Company.
1.08. Founding Director means a Participant who was a member of the
Board on the First Award Date.
1.09. Non-Founding Director means a Participant who is neither a
Founding Director nor a Reelected Director.
1.10. Participant means a member of the Board who, on the applicable
Award Date, is not an employee or officer of the Company and who is not a member
of the Committee.
1.11. Plan means the Winston Hotels, Inc. Directors' Stock Incentive
Plan.
1.12. Reelected Director means a Participant who, during the term of
this Plan, ceases to be a member of the Board but is subsequently reelected to
the Board.
ARTICLE II
PURPOSES
The Plan is intended to (i) assist the Company in recruiting and
retaining directors and (ii) promote a greater identity of interest between
Participants and shareholders by enabling Participants to participate in the
Company's future success.
3
<PAGE> 4
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall
have authority to award Common Stock upon such terms (not inconsistent with the
provisions of the Plan) as the Committee may consider appropriate. In addition,
the Committee shall have complete authority to interpret all provisions of the
Plan; to adopt, amend, and rescind rules and regulations pertaining to the
administration of the Plan; and to make all other determinations necessary or
advisable for the administration of the Plan. The express grant in the Plan of
any specific power to the Committee shall not be construed as limiting any power
or authority of the Committee. Any decision made, or action taken, by the
Committee in connection with the administration of the Plan shall be final and
conclusive. No member of the Committee shall be liable for any act done in good
faith with respect to the Plan. All expenses of administering the Plan shall be
borne by the Company.
ARTICLE V
ELIGIBILITY
Each Founding Director will be awarded 7500 shares of Common Stock on
the First Award Date. Each Non-Founding Director will be awarded, on the first
Award Date on which he is a member of the Board, a number of whole shares of
Common Stock having an aggregate Fair Market Value on that date that as nearly
as possible equals, but does not exceed, $75,000. Each Reelected Director will
be awarded, on the first Award Date following his reelection to the Board, a
number of shares of Common Stock having an aggregate Fair Market Value on that
date that as nearly as possible equals, but does not exceed (i) $75,000 minus
(ii) the Fair Market Value of any shares previously awarded to him under this
Plan that had vested pursuant to section 5.01. For purposes of the preceding
sentence, the Fair Market value of the previously awarded shares shall be
determined as of the date such shares were issued to the Participant.
4
<PAGE> 5
ARTICLE V
TERMS OF AWARDS
5.01. Vesting. Twenty percent (20%) of the shares of Common Stock issued
to a Participant under the Plan shall be immediately and fully vested as of the
First Award Date or Award Date, as applicable. On each subsequent Award Date on
which the Participant is a member of the Board, an additional twenty percent
(20%) of the shares issued to such Participant shall become fully vested. If a
Participant is not a member of the Board on any Award Date on which a portion of
the shares issued to him would otherwise become vested under this section, (a)
no additional shares shall become vested on that date, and (b) the Participant
shall have no further right to or interest in any share of Common Stock issued
to him under the Plan that was not vested prior to that date.
5.02. Transferability. A Participant may not pledge, exchange,
hypothecate, bequeath, or otherwise transfer a share of Common Stock issued to
such Participant under the Plan until it is fully vested pursuant to section
5.01. Any transfer of Common Stock permitted under this Plan is subject to
restrictions imposed by federal and state securities and other laws.
5.03. Shareholder Rights. Until such time as a share of Common Stock
issued to a Participant under this Plan is vested pursuant to section 5.01, the
Company shall retain custody of the certificate evidencing such share and shall
hold a stock power endorsed in blank with respect to such share, which stock
power is to be provided to the Company by the Participant as soon as reasonably
possible after the First Award Date or Award Date, as applicable, on which
shares of Common Stock are issued to him. A Participant will have the right to
vote all shares of
5
<PAGE> 6
Common Stock issued to him under this Plan and to receive all dividends thereon,
for as long as the Participant continues to serve as a member of the Board,
notwithstanding that a portion of the shares issued to the Participant is not
vested pursuant to section 5.01. On the date that the Participant ceases to be a
member of the Board, all voting rights and all rights to receive dividends with
respect to any share of Common Stock not yet vested pursuant to section 5.01
shall immediately terminate.
ARTICLE VI
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The provisions of this Plan shall be revised as the Committee shall
determine to be equitably required in the event that (a) the Company (i)
effects one or more stock dividends, stock split-ups, subdivisions or
consolidation of shares or (ii) engages in a transaction to which Section 424
of the Code applies or (b) there occurs any other event which, in the judgment
of the Committee, necessitates such action. Any determination made under this
Article VI by the Committee shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares of obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares that will be issued as of any applicable Award Date.
6
<PAGE> 7
ARTICLE VII
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Common Stock shall be issued and no certificates for shares of
Common Stock shall be delivered under the Plan except in compliance with all
applicable federal and state laws and regulations (including, without
limitation, withholding tax requirements), any listing agreement to which the
Company is a party, and the rules of all domestic stock exchanges on which the
Company's shares may be listed. The Company shall have the right to rely on an
opinion of its counsel as to such compliance. Any share certificate issued to
evidence Common Stock issued under the Plan may bear such legends and statements
as the Committee may deem advisable to assure compliance with federal and state
laws and regulations. No Common Stock shall be issued and no certificate for
shares shall be delivered under the Plan until the Company has obtained such
consent or approval as the Committee may deem advisable from regulatory bodies
having jurisdiction over such matters.
ARTICLE VIII
CASH RETAINER
A Non-Founding Director or Reelected Director will receive a cash
retainer on each date on which cash dividends are paid with respect to Common
Stock issued under this Plan. The retainer will equal the difference between (i)
the value of the cash dividends paid on such date with respect to 7500 shares of
Common Stock less (ii) the value of the cash dividends received by the
Non-Founding Director or Reelected Director on the same date with respect to the
Common Stock issued to him under this Plan.
ARTICLE IX
GENERAL PROVISIONS
9.01. Unfunded Plan. The Plan, insofar as it provides for awards, shall
be unfunded, and the Company shall not be required to segregate any assets that
may at any time be represented by awards under the Plan. Any liability of the
Company to any person with respect
7
<PAGE> 8
to any award to be made under the Plan shall be based solely upon any
contractual obligations that may be created pursuant to the Plan. No such
obligation of the Company shall be deemed to be secured by any pledge of, or
other encumbrance on, any property of the Company.
9.02. Rules of Construction. Headings are given to the articles and
sections of the Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.
ARTICLE X
AMENDMENT
The Board may amend from time to time or terminate the Plan;
provided, however, that no amendment may become effective until shareholder
approval is obtained if the amendment (i) increases the number of shares that
may be issued as of an Award Date or (ii) changes the class of individuals
eligible to become Participants. The preceding sentence co the contrary
notwithstanding, the Plan may not be amended more than once every six months
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act of 1974, or the rules thereunder.
ARTICLE XI
DURATION OF PLAN
No Common Stock may be awarded under the Plan after the Award
Date in 1999. An award of Common Stock during the term of the Plan shall remain
in effect in accordance with its terms notwithstanding the expiration of the
Plan.
8
<PAGE> 9
ARTICLE XII
EFFECTIVE DATE OF PLAN
Shares of Common Stock may be issued under the Plan on the First
Award Date, provided that the Plan is approved (at a duly held shareholders'
meeting in which a quorum is present) by a majority of the votes entitled to be
cast by the Company's shareholders, voting either in person or by proxy, at a
duly held shareholder's meeting or by unanimous consent of the Company's
shareholders.
9
<PAGE> 1
Exhibit 5
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
2500 First Union Capitol Center
Raleigh, North Carolina 27601
Phone: 919-821-1220
Fax: 919-821-6800
August 4, 1998
Winston Hotels, Inc.
2209 Century Drive, Suite 300
Raleigh, North Carolina 27612
Ladies and Gentlemen:
As counsel for Winston Hotels, Inc. (the "Company"), we furnish the
following opinion in connection with the proposed issuance by the Company of up
to 30,000 additional shares of its common stock, $0.01 par value (the "Common
Stock"), pursuant to the Winston Hotels, Inc. Directors' Stock Incentive Plan
(the "Plan"). These securities are the subject of a Registration Statement to be
filed by the Company with the Securities and Exchange Commission on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), to which this opinion is to be attached as an exhibit. This opinion is
furnished pursuant to the requirement of Item 601(b)(5) of Regulation S-K under
the Act.
We have examined the Amended and Restated Articles of Incorporation, as
amended, and Bylaws of the Company, the minutes of meetings of its Board of
Directors, and such other documents and considered such matters of law and fact
as we, in our professional judgment, have deemed relevant for purposes of this
opinion. We also have received a certificate of an officer of the Company, dated
of even date herewith, relating to the issuance of the Common Stock pursuant to
the Plan. Based on such examination and such certificate, it is our opinion that
the 30,000 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 Amended and Restated Articles of Incorporation, as amended, and
Bylaws, and when so issued and duly delivered against payment therefor pursuant
to the Plan as described in the Registration Statement, such shares will be
legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to 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 Act or the regulations promulgated pursuant to the Act.
This opinion is limited to the laws of the State of North Carolina and
no opinion is expressed as to the laws of any other jurisdiction.
<PAGE> 2
Winston Hotels, Inc.
August 4, 1998
Page 2
Our opinion is as of the date hereof, and we do not undertake to advise
you of matters which might come to our attention subsequent to the date hereof
which may affect our legal opinion expressed herein.
Sincerely yours,
SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
/s/ SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
<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-8 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
