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PART IV
ITEM
14 SIGNATURES
ITEM
14.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)
Financial Statements and
Schedules. The financial
statements and schedules listed
below are included in this
report.
Financial
Statements and Schedules
Winston
Hotels, Inc.:
Report
of Independent Accountants
Consolidated
Balance Sheets as of December 31, 2000 and 1999
Consolidated
Statements of Income for the years ended December 31, 2000, 1999 and 1998
Consolidated
Statements of Shareholders' Equity for the years ended December 31, 2000,
1999 and 1998
Consolidated
Statements of Cash Flows for the years ended December 31, 2000, 1999 and
1998
Notes
to Consolidated Financial Statements
Schedule
III - Real Estate and Accumulated Depreciation as of December 31, 2000
Notes
to Schedule III
CapStar
Winston Company, L.L.C.:
Independent
Auditors’ Report
Balance
Sheets as of December 31, 2000 and 1999
Statements
of Operations for the years ended December 31, 2000, 1999 and 1998
Statements
of Members’ Capital for the years ended December 31, 2000, 1999 and 1998
Statements
of Cash Flows for the years ended December 31, 2000, 1999 and 1998
Notes
to Financial Statements
(b) Reports
on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of
2000.
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(c)
Exhibits.
The exhibits required by Item 601 of Regulation S-K are listed
below. Management
contracts or
compensatory plans are filed as Exhibits 10.9, 10.12, 10.13 and 10.16.
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Exhibit |
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Description |
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3.1(10) |
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Restated Articles
of Incorporation |
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3.2 |
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Amended and
Restated Bylaws |
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4.1(1) |
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Specimen certificate
for Common Stock, $0.01per value per share |
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4.2(4) |
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Specimen certificate
for 9.25% Series A Cumulative Preferred Stock |
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4.3(10) |
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Restated Articles
of Incorporation |
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4 .4 |
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Amended and
Restated Bylaws ( see Exhibit 3.2 ) |
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10.1(3) |
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Second Amended and
Restated Agreement of Limited Partnership of WINN Limited
Partnership |
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10.2(4) |
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Amendment No. 1 dated
September 11, 1997 to Second Amended and Restated Agreement of
Limited Partnership of WINN Limited Partnership |
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10.3(6) |
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Amendment No.2dated
December 31, 1997 to Second Amended and Restated Agreement of
Limited Partnership of WINN Limited Partnership |
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10.4(12) |
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Amendment No. 3 dated
September 14, 1998 to Second Amended and Restated Agreement of
Limited Partnership of WINN Limited Partnership |
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10.5( 11 ) |
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Amendment No . 4 dated
October 1, 1999 to Second Amended and Restated Agreement of
Limited Partnership of WINN Limited Partnership |
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10.6(2) |
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Form of Percentage
Leases |
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10.7( 5) |
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First Amendment to
Lease dated November 17, 1997 between WINN Limited Partnership and
Cap Star Winston Company, L.L.C. |
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10.8( 5) |
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First Amendment to
Lease dated November 24, 1997 between WINN Limited Partnership and
CapStar Winston Company, L.L.C. |
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10.9(1) |
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Winston Hotels,
Inc. Directors' Stock Incentive Plan |
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10.10(2) |
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Limitation of
Future Hotel Ownership and Development Agreement |
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10.11(5) |
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Guaranty dated
November 17, 1997 between CapStar Hotel Company, WINN Limited
Partnership and Winston Hotels, Inc. |
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10.12(6) |
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Employment
Agreement, dated July 31, 1997, by and between Kenneth R. Crockett
and Winston Hotels, Inc. |
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10.13(7) |
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Winston Hotels,
Inc. Stock Incentive Plan as amended May 1998 |
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10.14(8) |
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Loan Agreement by
and between Winston SPELLC and CMF Capital Company LLC dated
November 3, 1998 |
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10.15(8) |
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Promissory note
dated November 3, 1998 by and between Winston SPELLC and CMF
Capital Company, LLC |
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10.16(9) |
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Winston
Hotels, Inc. Executive Deferred Compensation Plan |
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10.17(9)
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Credit
Agreement, dated as of January 15, 1999, among Wachovia Bank,
N.A., Branch Banking and Trust Company,
South Trust Bank, N.A., Centura
Bank, Winston Hotels, Inc., WINN Limited Partnership and Wachovia
Bank, N.A. as Agent (the "Credit Agreement")
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10.18(9) |
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Promissory
Note, dated as of January 15, 1999, from Winston Hotels, Inc. and
WINN Limited Partnership to Wachovia Bank, N.A. for the principal
sum of $60,000,000 pursuant to the Credit Agreement |
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10.19(9) |
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Promissory
Note, dated as of January 15, 1999, from Winston Hotels, Inc. and
WINN Limited Partnership to Branch Banking and Trust Company for
the principal sum of $40,000,000 pursuant to the Credit Agreement |
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10.20(9)
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Promissory
Note, dated as of January 15, 1999, from Winston Hotels, Inc. and
WINN Limited Partnership to South Trust Bank, N.A. for the principal
sum of $25,000,000 pursuant to the Credit Agreement |
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10.21(9) |
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Promissory
Note, dated as of January 15, 1999, from Winston Hotels, Inc. and
WINN Limited Partnership to Centura Bank for the principal sum of
$15,000,000 pursuant to the Credit Agreement |
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10.22(9) |
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Form
of Deed of Trust, Assignment of Rents, Security Agreement and
Financing Statement used to secure
certain obligations under the Credit Agreement (not including
certain variations existing in the different states where
the properties are located) |
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21.1 |
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Subsidiaries
of the Registrant |
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23.1 |
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Consent
of Independent Accountants (Price water house Coopers LLP) |
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23.2 |
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Accountants’
Consent ( KPMG LLP) |
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24.1 |
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Powers
of Attorney |
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99.1 |
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Risk
Factors |
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(1)
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Exhibits
to the Company's Registration Statement on Form S-11 as filed with
the Securities and Exchange Commission (Registration No. 33-76602)
effective May 25, 1994 and incorporated herein by reference. |
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(2)
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Exhibits
to the Company's Registration Statement on Form S-11 as filed with
the Securities and Exchange Commission (Registration
No. 33-91230) effective
May 11, 1995 and incorporated herein by reference. |
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(3)
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Exhibit
to the Company’s report on Form 8-K as filed with the Securities
and Exchange Commission on July 24, 1997 and
incorporated herein by reference. |
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(4)
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Exhibits
to the Company’s report on Form 8-K as filed with the Securities
and Exchange Commission on September 15, 1997 and
incorporated herein by reference. |
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(5)
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Exhibits
to the Company’s report on Form 8-K as filed with the Securities
and Exchange Commission on December 10, 1997 and
incorporated herein by reference. |
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(6)
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Exhibits
to the Company’s Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on March 27, 1998
and as amended by Form 10-K/A filed with the Securities and
Exchange Commission on April 1, 1998. |
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(7)
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Exhibit
to the Company’s Registration Statement on Form S-8 as filed with
the Securities and Exchange Commission on
July 29, 1998 (Registration No. 333-60079) and incorporated herein
by reference. |
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(8)
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Exhibits
to the Company’s Quarterly Report on Form 10-Q as filed with the
Securities and Exchange Commission on November 16, 1998 and as
amended on Form 10-Q/A filed with the Securities and Exchange
Commission on February 23, 1999 and incorporated
herein by reference. |
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(9)
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Exhibits
to the Company’s Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on March 25, 1999 and incorporated herein by reference. |
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(10)
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Exhibit
to the Company’s Quarterly Report on Form 10-Q as filed with the
Securities and Exchange Commission on August 4, 1999 and
incorporated herein by reference. |
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(11)
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Exhibit
to the Company’s Quarterly Report on Form 10-Q as filed with the
Securities and Exchange Commission on November 13, 1999 and
incorporated herein by reference. |
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(12)
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Exhibit
to the Company’s Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on March 17, 2000 and
incorporated herein by reference.
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