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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
WINSTON HOTELS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
97563A102
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(CUSIP Number)
December 31, 1998
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP No. 97563A102 13G Page 2 of 5 Pages
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1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert W. Winston, III
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3) SEC USE ONLY
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4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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5) SOLE VOTING POWER
NUMBER OF 356,193
SHARES -----------------------------------------------------
BENEFICIALLY 6) SHARED VOTING POWER
OWNED BY 1,019,524
EACH -----------------------------------------------------
REPORTING 7) SOLE DISPOSITIVE POWER
PERSON 356,193
WITH -----------------------------------------------------
8) SHARED DISPOSITIVE POWER
1,019,524
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,717
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
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11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
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12) TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 97563A102 13G Page 3 of 5 Pages
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Item 1.
(a) Name of Issuer
Winston Hotels, Inc.
(b) Address of Issuer's Principal Executive Offices
2209 Century Drive, Suite 300
Raleigh, North Carolina 27612
Item 2.
(a) Name of Person Filing
Robert W. Winston, III
(b) Address of Principal Business Office or, if none, Residence
2209 Century Drive, Suite 300
Raleigh, North Carolina 27612
(c) Citizenship:
United States of America
(d) Title of Class of Securities
Common Stock, par value $0.01 per share
(e) CUSIP Number
97563A102
Item 3.
If this statement is filed pursuant to ss.ss. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss. 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss. 240.13d-1(b)(1)(ii)(G);
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CUSIP No. 97563A102 13G Page 4 of 5 Pages
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(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss. 240.13d-1(c), check this box
[X].
Item 4. Ownership
(a) Amount Beneficially Owned: 1,375,717
(b) Percent of Class: 7.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 356,193
(ii) shared power to vote or to direct the vote: 1,019,524(1)
(iii) sole power to dispose or to direct the disposition of: 356,193
(iv) shared power to dispose or to direct the
disposition of: 1,019,524(1)
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(1) See Item 6 below.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Mr. Winston may be deemed to be the beneficial owner of a total of
1,019,524 partnership units in WINN Limited Partnership, of which
Winston Hotels, Inc. is the general partner and owner of a majority of
the limited partnership interests, which are redeemable for Winston
Hotels, Inc. Common Stock on a one-to-one ratio (the "Partnership
Units") held by corporations in which Mr. Winston has an ownership
interest. The corporations, their Partnership Unit ownership and Mr.
Winston's ownership interest in such corporations are as follows: (i)
297,500 Partnership Units held by Hotel 1, Inc., a corporation owned
37% by Mr. Winston and 63% by Mr. Winston's wife and minor children;
(ii) 606,413 Partnership Units held by Cary Suites, Inc., a corporation
owned 30% by Mr. Winston, 23.33% by Mr. Winston's wife and 46.66% by
Mr. Winston's parents; (iii) 69,960 Partnership Units held by RWW,
Inc., a corporation owned 33.33% by Mr. Winston and 66.66% by Mr.
Winston's parents; and (iv) 45,651 Partnership Units held by Hotel 2,
Inc., a corporation owned 60% by Mr. Winston, 20% by Mr. Winston's
minor children and 20% by Mr. Winston's sister. Mr. Winston's father is
Charles M. Winston. Mr. Winston disclaims beneficial ownership of the
Partnership Units held by each of the corporations identified in this
Item except to the extent of his direct ownership interest in such
corporations.
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CUSIP No. 97563A102 13G Page 5 of 5 Pages
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 16, 1999
Signature: /s/ Robert W. Winston, III
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Robert W. Winston, III
