WINSTON HOTELS INC
424B3, 1999-11-05
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1

                                                Filed Pursuant to Rule 424(b)(3)
                                            Registration Statement No. 333-60651

PROSPECTUS

                              WINSTON HOTELS, INC.

                           DIVIDEND REINVESTMENT AND
                              STOCK PURCHASE PLAN
                             ---------------------

                                  COMMON STOCK
                             ---------------------

     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.
Shares may be purchased for the Plan either on the open market, at market
prices, or directly from the Company, at a discount ranging between 0% and 5% of
market prices at the Company's discretion.

     A shareholder may begin participating in the Plan by completing an
Authorization Form and returning it to EquiServe Trust Company, 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.

     The Common Stock is listed on the New York Stock Exchange under the symbol
"WXH." On November 4, 1999, the last reported sale price of the Common Stock on
the New York Stock Exchange was $8 1/4 per share.

  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 NOVEMBER 5, 1999.
<PAGE>   2

                             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.

                                        2
<PAGE>   3

                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, 1998;

          (b) Quarterly Report on Form 10-Q for the fiscal quarters ended March
     31, 1999 and June 30, 1999;

          (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
     August 1, 1997, as amended August 8, 1997, and 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., 2626 Glenwood Avenue, Suite 200, Raleigh,
North Carolina 27608, Attention: Secretary, telephone number (919) 510-6010.

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<PAGE>   4

                                  THE COMPANY

     We are a self-advised and self-administered real estate investment trust,
or REIT, which was organized on June 2, 1994. Through WINN Limited Partnership,
we own, acquire and develop hotels with nationally recognized franchise
affiliations. We control the partnership as its sole general partner, and hold
approximately 92.8% of the outstanding units plus 100% of the outstanding
preferred units of the partnership. As the sole general partner of the
partnership, we have the full, complete and exclusive power under the
partnership agreement to manage and control the business of the partnership.

     We specialize in the acquisition, development and rehabilitation of premium
limited-service, high-end extended-stay and full-service hotels. Through the
partnership and its subsidiary, we currently own 51 hotels having an aggregate
of 6,904 rooms as of October 20, 1999. We seek to enhance shareholder value by:

     -  participating in any increased room revenue from the hotels we currently
        own and any subsequently acquired or developed hotels through percentage
        leases (as described below);

     -  acquiring additional hotels, or interests in hotels, that meet our
        investment criteria; and

     -  selectively developing hotels as appropriate under market conditions.

     In order for us to qualify as a REIT, neither we nor our subsidiaries can
operate hotels. Therefore, we lease all of our hotels pursuant to leases that
provide for rent payments based, in part, on revenues from the hotels. These
"percentage leases" are designed to allow us to participate in any growth in
revenues at the hotels by providing that a portion of each hotel's room revenues
in excess of specified amounts will be paid to us as percentage rent. We
currently lease 49 of the total 51 hotels to CapStar Winston Company, L.L.C.,
one of the hotels to Bristol Hotels & Resorts, Inc. and one of the hotels to
Prime Hospitality Corp. CapStar Winston operates 39 of the 49 hotels it leases
from us. Interstate Management and Investment Corporation, or IMIC, operates
nine hotels and Promus Hotels, Inc., operates one hotel, each under management
agreements with CapStar Winston.

     Our executive offices are located at 2626 Glenwood Avenue, Suite 200,
Raleigh, North Carolina 27608, and our telephone number is (919) 510-6010.

                                 RECENT EVENTS

     In June 1999, we signed a joint venture agreement with Regent Partners,
Inc. The initial project will feature a $16.5 million full service 158-room
Hilton Garden Inn in Windsor, Connecticut. Pursuant to the joint venture
agreement, Regent will provide capital resources for the construction of the
hotel. We will provide services in developing, capital design, and purchasing,
as well as capital resources for funding the hotel once it receives a
certificate of occupancy. We will also earn fees for services rendered. We will
own up to 49% of each project completed by the joint venture. Two additional
sites are currently under contract, and we are conducting due diligence on them.

                                        4
<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, EquiServe Trust Company, N.A., a trust company unaffiliated with
the Company (the "Trust Company") (see Question 4). To the extent shares of
Common Stock are purchased by the Trust Company 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 their cash dividends and making 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.

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. 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?

     EquiServe Trust Company, 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

                                        5
<PAGE>   6

relating to the Plan. Shares of Common Stock purchased under the Plan will be
held by the Trust Company as agent for Participants and registered in the name
of the Trust Company or its nominee. The Trust Company also serves as Transfer
Agent for the Common Stock. Should the Trust Company resign, or be asked to
resign, another agent will be asked to serve.

     All communications regarding the Plan should be sent to the Trust Company
addressed as follows:

         EquiServe 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.

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 Trust Company. 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 Trust Company. Additional
Authorization Forms may be obtained at any time by contacting the Trust Company.
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 Trust Company.

     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 Trust Company, including, but not
limited to, transactions such as selling or withdrawing shares, changing account
address or options, and to generally deal with the Trust Company on behalf of
the joint account as fully and completely as if either Participant alone were
interested in the account. Notwithstanding the foregoing, the Trust Company 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 21; 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
21) or all shares held in the Participant's Plan account are sold.

                                        6
<PAGE>   7

     If an Authorization Form specifying reinvestment of dividends is received
by the Trust Company at least two 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.

     The Company has declared and paid dividends on Common Stock as follows
during the past three 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
September 9, 1998        September 30, 1998       October 16, 1998
December 4, 1998         December 30, 1998        January 18, 1999
March 9, 1999            March 31, 1999           April 16, 1999
June 16, 1999            June 30, 1999            July 16, 1999
September 20, 1999       September 30, 1999       October 22, 1999
</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) If "Full Dividend Reinvestment" is selected, the Trust Company
     will elect to receive all cash dividends payable on shares held in the
     Participant's account and on any other shares of Company Common Stock
     registered in the Participant's name. In addition, the Trust Company will
     invest in Common Stock all of the cash dividends on all shares then or
     subsequently registered in the Participant's account, as well as any
     optional cash payments the Participant submits.

          (b) If "Partial Dividend Reinvestment" is selected, the Trust Company
     will elect to receive a portion of cash dividends payable on shares held in
     the Participant's account and on any other shares of Common Stock
     registered in the Participant's name. In addition, the Trust Company will
     invest in accordance with the Plan that portion of cash dividends on shares
     held in the Participant's account and any other shares of Common Stock
     registered in the Participant's name as is designated in the appropriate
     space on the Enrollment Card, as well as any optional cash payments the
     Participant submits.

          (c) If "Optional Cash Only" is selected, the Trust Company will not
     invest any portion of cash dividends due the Participant on shares held in
     the Participant's account or on shares held in the Participant's name. The
     Trust Company will, however, invest any optional cash payments the
     Participant submits.

                                        7
<PAGE>   8

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 Trust Company. A change in investment
option will be effective on the dividend payment date if the Authorization Form
is received by the Trust Company no later than the second business day preceding
the related dividend record date. If the Authorization Form is received by the
Trust Company after the second business day preceding the related dividend
record date, the change will be effective on the dividend payment date for the
following quarter.

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 21, "How
does a Participant terminate participation in the Plan?" and Question 22, "May a
portion of a Participant's Plan shares be sold?" for a discussion of payment by
Participants of brokerage costs associated with such termination of
participation and sale of shares under the Plan.

     A $25 fee will be charged to Participants for each deposit returned for
unpaid 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, 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 Plan provides the Participant with a convenient and attractive method
of investing cash dividends in, and/or making optional monthly cash purchases
of, additional shares of the Company's Common Stock. Shares issued by the
Company for sale under the Plan may be sold at prices reflecting a discount
between 0% and 5% (the "Discount") from market prices of Common Stock on the
NYSE. The Discount may change (but will not vary from the range of 0% to 5%)
from time to time or may be discontinued at the Company's discretion after a
review of current market conditions, the level of participation in the Plan and
the Company's current and projected capital needs. The Discount shall not apply
to shares purchased by the Trust Company on the open market.

     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.
                                        8
<PAGE>   9

Participants should recognize that neither the Company nor the Trust Company 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 Trust Company the flexibility of using dividends and
optional cash payments as well as initial purchase 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 EquiServe-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 Trust Company or through automatic debit of a
Participant's authorized bank account.

     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.

     Optional cash payments will be invested weekly, generally on Wednesday, or
if the Common Stock is not traded on such day, the next trading day. However,
only payments received no later than the second business day preceding the
related weekly investment date will be invested on the related investment date.
Optional cash payments received after the second business day preceding the
related weekly investment date will be invested on the following weekly
investment date. NO INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS. The same
amount of money need not be sent each investment, and there is no obligation to
make an optional cash payment.

     Optional cash payments must be in United States dollars. DO NOT SEND CASH.
In the event that any deposit is returned unpaid for any reason, the Trust
Company will consider the request for investment of such money null and void and
shall immediately remove from the Participant's account shares, if any,
purchased upon the prior credit of such money. The Trust Company shall thereupon
be entitled to sell these shares to satisfy any uncollected amounts. If the net
proceeds of the sale of such shares are insufficient to satisfy the balance of
such uncollected amounts, the Trust Company shall be entitled to sell such
additional shares from the Participant's account to satisfy the uncollected
balance. A $25.00 fee will be charged for any deposit returned unpaid. Checks
should be made payable to EQUISERVE-WINSTON HOTELS and should be made out in
U.S. funds drawn on a U.S. bank.

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
transactional 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 Trust

                                        9
<PAGE>   10

Company, 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 transactional statements will be mailed as soon as
practicable after the transaction has been completed. 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.

16. MAY PARTICIPANTS HAVE ADDITIONAL INVESTMENTS AUTOMATICALLY DEDUCTED FROM A
BANK ACCOUNT?

     Yes. Participants may authorize monthly automatic deductions from an
account at a financial institution that is a member of the National Automated
Clearing House Association. To authorize monthly automatic deductions,
Participants should contact the Trust Company for an automatic debit
authorization form. Funds will be debited from the Participant's applicable bank
account on the 28th or the next business day to be invested on the first
Wednesday of the next month. Also you can cancel any purchase scheduled to be
made by automatic deduction, provided the request is received by the Trust
Company at least seven business days prior to the date of the scheduled
deduction.

DIVIDENDS

17. 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.

     Any shares resulting from a stock split or stock dividend paid on shares
held in custody for the Participant by the Trust Company will be credited to the
Participant's account. Participants may request a certificate at any time for
any or all of their shares.

18. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON FRACTIONS OF SHARES?

     Yes and dividends will be paid on the fractional shares.

19. 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 Trust Company 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.

                                       10
<PAGE>   11

     Certificates for any number of whole shares credited to an account under
the Plan will be issued upon the 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 Trust Company of a notice of
termination as outlined in Question 21, "How does a Participant terminate
participation in the Plan?".

     Shares held by the Trust Company 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.

20. 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

21. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?

     A Participant may terminate participation in the Plan at any time by
contacting the Trust Company. At any time, the Trust Company can, for any
reason, in its sole discretion, require written confirmation of such a
transaction request. A Participant's notice of termination takes effect when
such written notice is received by the Trust Company; provided, however, if the
notice of termination is received less than three business days prior to the
record date for a dividend payment date, the dividend will be reinvested for
that Participant's account. The Trust Company 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 Trust Company, 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.

     Former Participants may become Participants in the Plan again at any time
by signing a new Authorization Form and returning it to the Trust Company.

SALES OF PLAN SHARES

22. 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 three business days after
receipt of

                                       11
<PAGE>   12

instructions, the Trust Company will sell any portion or all of the shares held
by the Trust Company for the Participant. Such shares will be sold through
independent securities brokers selected by the Trust Company in its sole
discretion. At any time, the Trust Company can, for any reason, in its sole
discretion, require written confirmation of such a transaction request. The
Participant will be charged a commission 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

23. 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 any applicable 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.

     If you participate in the Plan, either (i) through both the dividend
reinvestment option and the optional cash purchase option, or (ii) solely
through the dividend reinvestment option, the amount of the Discount on any
shares of Common Stock you purchase through the Plan will be reported to the IRS
as taxable income. Consequently, your initial tax basis for those shares of
Common Stock will be the full purchase price before the Discount. This
information is reported to the IRS on your annual Form 1099.

     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.

                                       12
<PAGE>   13

     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 income tax
consequences (including the effects of any changes in the law) of their
individual participation in the Plan.

OTHER INFORMATION

24. 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.

25. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?

     The Trust Company will forward, as soon as practicable, any proxy
solicitation materials to the Participant. The Trust Company 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 Trust Company, the Trust Company will not vote
such shares.

26. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE PLAN ADMINISTRATOR UNDER
THE PLAN?

     Neither the Company nor the Trust Company 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 Trust Company 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.

27. 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

                                       13
<PAGE>   14

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.

28. 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 Trust Company.

                                    EXPERTS

     The consolidated balance sheets of Winston Hotels as of December 31, 1998
and 1997 and the consolidated statements of income, shareholders' equity and
cash flows for the years ended December 31, 1998, 1997 and 1996 and the
financial statement schedule as of December 31, 1998 and the balance sheet of
Winston Hospitality, Inc. as of October 31, 1997 and the statements of income,
shareholders' equity and cash flows for the ten months ended October 31, 1997
and for the year ended December 31, 1996 incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31,
1998, have been so incorporated 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 sheets of CapStar
Winston Company, L.L.C. as of December 31, 1998 and 1997, and the related
statements of operations, members' capital (deficit), and cash flows for the
year ended December 31, 1998 and the period from October 15, 1997 (date of
inception) through December 31, 1997 incorporated by reference in this
prospectus, have been incorporated herein in reliance on the report of KPMG LLP,
independent auditors, 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 has been passed upon for the Company by King & Spalding, Atlanta,
Georgia. King & Spalding has relied on the opinion of Smith, Anderson, Blount,
Dorsett, Mitchell & Jernigan, L.L.P. with respect to all matters involving North
Carolina law.

                                       14
<PAGE>   15

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- ------------------------------------------------------

  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...........................    3
The Company...........................    4
Description of the Plan...............    5
Use of Proceeds.......................   14
Experts...............................   14
Legal Matters.........................   14
</TABLE>

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                              WINSTON HOTELS, INC.
                                  COMMON STOCK
                              --------------------

                                   PROSPECTUS
                              --------------------
                                NOVEMBER 5, 1999
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