<PAGE>   1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997

                         Commission file number 0-23732

                              WINSTON HOTELS, INC.
             (Exact name of registrant as specified in its charter)

    NORTH CAROLINA                                           56-1624289
(State of incorporation)                                  (I.R.S. Employer 
                                                       Identification Number)

     2209 CENTURY DRIVE, SUITE 300
       RALEIGH, NORTH CAROLINA                                   27612
(Address of principal executive offices)                      (Zip Code)

                                 (919) 510-6010
              (Registrant's telephone number, including area code)


          Securities registered pursuant to Section 12(b) of the Act:

                     Common Stock, $0.01 par value per share
                   Preferred Stock, $0.01 par value per share
                                (Title of Class)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X}   No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulations S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K. [X]

     The aggregate market value of the registrant's Common Stock at March 18,
1998, held by those persons deemed by the registrant to be non-affiliates was
approximately $205,762,000.

     As of March 18, 1998, there were 16,194,480 shares of the registrant's
Common Stock, $0.01 par value per share, outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

Document                                                  Where Incorporated
--------                                                  ------------------
1. Proxy Statement for Annual Meeting of                  Part III
   Shareholders to be held on May 5, 1998

================================================================================

<PAGE>   2


                              WINSTON HOTELS, INC.

                             Form 10-K Annual Report


                                      INDEX

                                                                           Page
                                                                           ----
PART I.

     ITEM 1.   BUSINESS                                                       3

     ITEM 2.   PROPERTIES                                                     9

     ITEM 3.   LEGAL PROCEEDINGS                                             15

     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS           15

PART II.

     ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
               STOCKHOLDER MATTERS                                           15

     ITEM 6.   SELECTED FINANCIAL DATA                                       17

     ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS                           20

     ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK     24

     ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                   24

     ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE                           25

PART III.

     ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT            25

     ITEM 11.  EXECUTIVE COMPENSATION                                        25

     ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT                                                    25

     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                25

PART IV.

     ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
               FORM 8-K                                                      26

SIGNATURES


                                       2
<PAGE>   3

PART I.

ITEM 1.  BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

   Winston Hotels, Inc. ("WHI") is an equity real estate investment trust
("REIT") organized on June 2, 1994, that through WINN Limited Partnership (the
"Partnership") owns 38 hotels (the "Current Hotels") having an aggregate of
5,124 rooms as of December 31, 1997. WHI currently owns a 90.15% partnership
interest in the Partnership and is its sole general partner. References to the
"Company" herein refer to WHI and the Partnership, unless otherwise indicated or
unless the context requires otherwise.

   In 1994, the Company completed an initial public offering of Common Stock
(the "Common Stock") and used the majority of the offering proceeds to acquire
one hotel property and a 93.96% general partnership interest in the Partnership.
The Partnership used a substantial portion of the proceeds from the Company to
acquire nine hotel properties (together with the hotel acquired by the Company,
the "Initial Hotels"). During 1994, the Company acquired six additional hotels
(the "1994 Acquired Hotels") utilizing proceeds from the initial public offering
and borrowings under its line of credit. In 1995, the Company completed a second
public offering (the "Follow-on Offering") and used the proceeds to purchase
five additional hotels on May 18, 1995 ( the "1995 Acquired Hotels"). In 1996,
the Company completed an additional follow-on offering and used the proceeds to:
(i) fund a portion of the purchase price of five of the ten hotel properties
acquired in 1996 (collectively the ten hotels are the "1996 Acquired Hotels");
(ii) repay certain indebtedness of the Company; (iii) pay franchise fees,
financing costs and closing costs related to the 1996 Acquired Hotels; and (iv)
pay certain costs of capital improvements to the 1996 Acquired Hotels. In 1997,
the Company completed an offering of 3,000,000 shares of 9.25% Series A
Cumulative Preferred Stock ($25 liquidation preference per share) and used the
net proceeds of approximately $71,500,000 to pay down existing debt. During
1997, the Company also acquired seven additional hotel properties (the "1997
Acquired Hotels") utilizing borrowings under its line of credit.

   Under the REIT qualification requirements of the Internal Revenue Code, REITs
generally must lease their hotels to third party operators. Therefore, the
Company and the Partnership lease the Current Hotels to CapStar Winston Company,
L.L.C. (the "Lessee") pursuant to leases that provide for rent payments based,
in part, on revenues from the Current Hotels (the "Percentage Leases"). Under
the terms of the Percentage Leases, the Lessee is obligated to pay the Company
the greater of base rent or percentage rent ("Percentage Rent"). The Percentage
Leases are designed to allow the Company to participate in the growth in
revenues at the Current Hotels by providing that a portion (ranging from 62% to
70%) of each Current Hotel's room revenues in excess of specified amounts will
be paid to the Partnership or the Company as Percentage Rent. The Lessee
operates 28 of the Current Hotels and Interstate Management and Investment
Corporation ("IMIC") and Promus Hotels, Inc. ("Promus"), operate nine hotels
and one hotel, respectively, under management agreements with the Lessee.

   Prior to November 17, 1997, the Current Hotels were leased pursuant to the
Percentage Leases to Winston Hospitality, Inc. On November 17, 1997 and November
24, 1997, CapStar Management Company, L.P. purchased substantially all of the
assets and assumed certain liabilities of Winston Hospitality, Inc., including
the Current Hotels' leases. CapStar Management Company, L.P. is an affiliate of
CapStar Hotel Company ("CapStar"), a public company. Concurrent with the
transaction, the leases were assigned to the Lessee, also an affiliate of
CapStar.

FINANCIAL INFORMATION ABOUT THE INDUSTRY SEGMENT

   The Company is in the business of acquiring equity interests in hotel
properties. See the Consolidated Financial Statements and notes thereto included
in Item 8 of this Annual Report on Form 10-K.

NARRATIVE DESCRIPTION OF BUSINESS

   Growth Strategy

   The Company's growth strategy is to enhance shareholder value by increasing
cash available for distribution per share of Common Stock through: (i)
participating in any increased room revenue from the Current Hotels and any
subsequently acquired or developed hotels through Percentage Leases; (ii)
acquiring additional hotels that meet the Company's investment criteria; and
(iii) selectively developing hotels and hotel additions as market conditions
warrant.

   Internal Growth Strategy. The Company participates in any increased room
revenue from the Current Hotels through Percentage Leases. The Company believes
that internal growth, through increases in Percentage Rent has and, in the
future, may result from: (i) 

                                       3
<PAGE>   4

continued sales and marketing programs by the Lessee; (ii) completion of a
refurbishment plan for certain of the Current Hotels; (iii) maintaining hotel
franchises with demonstrated market acceptance and national reservation systems;
and (iv) continuation of the industry-wide trend of increasing average daily
room rate ("ADR") and revenue per available room ("REVPAR").

   The Percentage Leases provide that a percentage of room revenues in specified
ranges is paid as Percentage Rent. The percentage of room revenues paid as
Percentage Rent increases as a higher specified level of room revenues is
achieved. Pursuant to each Percentage Lease, base rent and the ranges of room
revenues specified for purposes of calculating Percentage Rent are adjusted
quarterly for inflation beginning January 1, after the first full year of the
Percentage Lease, based on quarterly changes in the United States Consumer Price
Index ("CPI").

   Acquisition Strategy. The Company intends to acquire additional hotel
properties with strong, national franchise affiliations in the mid-scale and
lower upscale market segments, or hotel properties with the potential to obtain
such franchise affiliations. In particular, the Company will consider acquiring
limited-service hotels such as Hampton Inn, Comfort Inn, and Fairfield Inn
hotels; full-service hotels such as Hilton Garden and Courtyard by Marriott
hotels; and limited-service extended-stay hotel properties such as Homewood
Suites, Hampton Inn and Suites and Residence Inn hotels (see "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Forward Looking Statements").

   The Company intends to consider investments in hotel properties that meet one
or more of the following criteria: (i) properties in locations with relatively
high demand for rooms, a relatively low supply of hotel properties and barriers
to easy entry into the hotel business, such as a scarcity of suitable sites or
zoning restrictions; (ii) poorly managed properties in a deteriorated physical
condition with the potential to increase performance after renovations and under
quality management; (iii) properties in attractive locations that the Company
believes could benefit significantly by changing franchises to a brand the
Company believes will strengthen the acquired hotel's competitive position,
including properties that would require complete renovation to qualify
for a new franchise; and (iv) successful hotels available at favorable prices.
The Company believes the relationship with CapStar will provide additional
potential investment opportunities, opportunities the Company may not otherwise
have had.

   Additional investments in hotel properties may be made through the
Partnership or directly by the Company or other entities controlled by the
Company. The Company's ability to acquire additional hotel properties and
develop hotels depends primarily on its ability to obtain additional equity
financing, proceeds from subsequent issuances of Common Stock or other
securities, or co-investments from other investors in hotel development or
rehabilitation joint ventures. Such investments may be financed, in whole or in
part, from the exchange of Common Stock or Partnership Units for hotels, with
borrowings under lines of credit or other credit facilities, or with cash not
required to be distributed to maintain the Company's status as a REIT.

   Development Strategy. The Company intends to pursue hotel development as
suitable opportunities arise. The Company may finance 100% of such development
or seek partners who would co-invest in development or rehabilitation joint
ventures. The Company intends to consider development of hotels with strong
national franchise affiliations in markets where the Company believes that
carefully timed and managed development will yield returns to the Company that
exceed returns from any available hotels in those markets that meet the
Company's acquisition criteria (see "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Forward Looking Statements").

   In considering development opportunities, the Board of Directors will review
the availability and pricing of existing hotels for sale in the area that meet
its acquisition criteria, the availability of sites suitable for development,
the costs and risks of developing and the availability of financing, as well as
any other factors the Board of Directors deems relevant. Each Winston Affiliate
(Charles Winston, Robert W. Winston, III, his wife Tracy Winston and trusts for
the benefit of their minor children, Winston Hospitality, Inc., and any other
affiliate of Charles Winston or Robert W. Winston, III are collectively referred
to herein as the "Winston Affiliates") serving on the Company's or Winston
Hospitality, Inc.'s Board of Directors has agreed that so long as he is on the
board or is an officer of the Company or of Winston Hospitality, Inc., neither
he nor his affiliates will develop or own interests in hotel properties except
through the Company, or own more than five percent of any other publicly held 
hotel company.


                                       4
<PAGE>   5


   As of December 31, 1997 the Company had five hotel properties under
development. The following table sets forth certain information for each project
(see "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Forward Looking Statements").

<TABLE>
<CAPTION>
    HOTEL AND LOCATION       ROOMS   DEVELOPMENT COSTS (APPX.)   COMPLETION DATE
    ------------------       -----   -------------------------   ---------------
<S>                          <C>     <C>                         <C> 
Homewood Suites
   Crabtree Valley
   Raleigh, NC                 137        $ 13,000                 Early 1998
Homewood Suites
   Alpharetta, GA              112          10,000                 Early 1998
Homewood Suites
   Lake Mary, FL               112          10,000                 Mid  1998
Homewood Suites
   Durham, NC                   96           9,000                 Late 1998
Courtyard by Marriott
   Winston-Salem, NC           120           8,000                 Late 1998

</TABLE>

   Operations and Property Management. The Lessee currently operates 28 of the
Current Hotels, IMIC manages nine of the Current Hotels and Promus manages one
of the Current Hotels (collectively the "Property Managers") pursuant to
management agreements with the Lessee with respect to each of such hotels. The
Lessee and the Property Managers seek to increase revenues at the Current Hotels
by using established systems to manage the Current Hotels for marketing, rate
achievement, expense management, physical facility maintenance, human resources,
accounting and internal auditing. Managers are trained in all aspects of hotel
operations, with particular emphasis placed on customer service. Managers are
trained in negotiation of prices with corporate and other clients and to be
responsive to marketing requirements in their particular markets. The Lessee and
the Property Managers employ a mix of marketing techniques designed for each
specific Current Hotel, which include individual toll-free lines,
cross-marketing of the Current Hotels' billboards and direct marketing, as well
as taking advantage of national advertising by the franchisors of the Current
Hotels.

   The Lessee leases the Current Hotels pursuant to the Percentage Leases. Under
the Percentage Leases, the Lessee generally is required to perform all
operational and management functions necessary to operate the Current Hotels.
Such functions include accounting, periodic reporting, ordering supplies,
advertising and marketing, maid service, laundry and maintenance. The Lessee is
entitled to all profits and cash flow from the Current Hotels after payment of
rent under the Percentage Leases and other operating expenses, including, in the
case of the ten Current Hotels managed by the Property Managers, the management
fee payable to the Property Managers. The Lessee, its affiliates and the
Property Managers may manage other hotel properties in addition to hotels owned
by the Company, however, the Lessee and its affiliates may not build or develop
a hotel or motel within five miles of a leased Company hotel.

   Washington, D.C.-based CapStar owns and manages upscale, full-service hotels
and resorts throughout the U.S. and Canada under such internationally known
brands as Hilton, Sheraton, Marriott, Embassy Suites, Westin, Renaissance and
Doubletree. Including one hotel under contract, as of February 2, 1998,
CapStar's hotel portfolio comprised 54 owned hotels with 14,503 rooms, 40 leased
hotels with 5,687 rooms and 27 managed hotels with 4,631 rooms, for a total of
121 properties with 24,821 rooms. On March 16, 1998, CapStar and American
General Hospitality Corporation announced that they had signed an agreement to
merge as equals. Under the terms of the agreement, CapStar will spin off its
hotel operations and management business to its current shareholders as a new
C-corporation to be called MeriStar Hotels and Resorts, Inc. CapStar will
subsequently merge into American General Hospitality Corporation which will be
named MeriStar Hospitality Corporation. The transaction is subject to approval
by both CapStar's and American General Hospitality Corporation's shareholders.

   IMIC, a hotel development and management company, operates nine of the
Current Hotels under separate management agreements with the Lessee. Each year,
the Lessee pays IMIC a base management fee for each Current Hotel managed by
IMIC based on a percentage of the budgeted gross operating profit for that year
with incentive amounts based on actual gross operating profits if they exceed
budgeted amounts. IMIC has agreed that each year it will spend a specified
percentage of the gross revenues of each Current Hotel managed by IMIC on
repairs and maintenance of the hotel. The Lessee has retained the right to
control the expenditure of funds budgeted for capital and non-routine items,
including, at its discretion, approving plans and selecting and overseeing
contractors and other vendors. IMIC currently operates 24 hotels in five states,
including 18 limited-service hotels and six full-service, convention or resort
hotels.

   The Lessee pays or reimburses IMIC for all property operating expenses at the
hotels. Each IMIC management agreement may be terminated earlier upon the
occurrence of one or more events of default, as described in the management
agreements.


                                       5
<PAGE>   6

   Promus manages one of the Current Hotels under a management agreement with
the Lessee. Each year, the Lessee pays Promus a management fee based on a
percentage of the Lessee's gross operating profit for the hotel managed by
Promus with certain incentive amounts.

Investments by Shareholders of Former Lessee

   As noted earlier, in November 1997, CapStar purchased substantially all of
the assets and assumed certain liabilities of Winston Hospitality, Inc.,
including the Current Hotels' leases. In connection with the transaction, Robert
W. Winston, III and John B. Harris, Jr., shareholders of Winston Hospitality,
Inc. owning 90% and 10% respectively, entered into an agreement to use their
best efforts to purchase an aggregate of 400,000 shares of the Company's Common
Stock, par value $0.01 per share, prior to November 24, 1999. If such investment
is not made prior to this date, the Company has the right to require Messrs.
Winston and Harris to purchase the number of shares equal to the difference of
400,000 less the aggregate number of shares purchased by them during such
two-year period.

Franchise Agreements

   The Company anticipates that most of the additional hotel properties in which
it invests will be operated under franchise licenses. Franchisors provide a
variety of benefits for franchisees which include national advertising,
publicity and other marketing programs designed to increase brand awareness,
training of personnel, continuous review of quality standards and centralized
reservation systems. See schedule of properties by franchisor under Item 2.

   The hotel franchise licenses generally specify certain management,
operational recordkeeping, accounting, reporting and marketing standards and
procedures with which the Lessee must comply. The franchise licenses obligate
the Lessee to comply with the franchisors' standards and requirements with
respect to training of operational personnel, safety, maintaining specified
insurance, the types of services and products ancillary to guest room services
that may be provided, display of signs, and the type, quality and age of
furniture, fixtures and equipment included in guest rooms, lobbies and other
common areas.

   Of the Current Hotels, three of the franchise licenses expire in 1999, two
expire in 2006, four expire in 2008, two expire in 2009, two expire in 2010,
three expire in 2011, two expire in 2012, one expires in 2013, two expire in
2016 and 17 expire in 2017. The franchise agreements provide for termination at
the franchisor's option upon the occurrence of certain events, including the
Lessee's failure to pay royalties and fees or perform its other covenants under
the license agreement, bankruptcy, abandonment of the franchise, commission of a
felony, assignment of the license without the consent of the franchisor, or
failure to comply with applicable law in the operation of the relevant Current
Hotel. The Lessee is entitled to terminate the franchise license only by giving
at least 12 months' notice and paying a specified amount of liquidated damages.
The license agreements will not renew automatically upon expiration. The Lessee
is responsible for making all payments under the franchise agreements to the
franchisors. Under the franchise agreements, the Lessee pays a franchise fee of
an aggregate of between 3% and 5% of room revenues, plus additional fees that
amount to between 3% and 4% of room revenues from the Current Hotels.

   Prior to the sale of assets by Winston Hospitality, Inc., the Company served
as guarantor of certain obligations of Winston Hospitality, Inc. under three
franchise agreements between Winston Hospitality, Inc. and Holiday Inn. Although
the Lessee entered into new 18-month franchise agreements for the operation of
the three Holiday Inn hotels, Winston Hospitality, Inc. and the Company remain
obligated to Holiday Inn for certain liquidated damages in the event of a
termination of the Holiday Inn franchise agreements prior to the expiration of
the 18-month term. The Lessee and its affiliates shall indemnify the Company and
Winston Hospitality, Inc. for certain obligations arising from the Lessee's or
its affiliates' failure to satisfy certain conditions in its franchise
agreements with Holiday Inn.

Competition

   The hotel industry is highly competitive. The Current Hotels compete with
other hotel properties in their geographic markets. Many of the Company's
competitors have greater marketing and financial resources than the Company, the
Lessee, and the Property Managers. Several of the Current Hotels are located in
areas in which they may compete with other Current Hotels for business. The
Company competes for acquisition opportunities with entities that have greater
financial resources than the Company. These entities may generally be able to
accept more risk than the Company can prudently manage, including risks with
respect to the creditworthiness of a hotel operator.


                                       6
<PAGE>   7


Employees

   The Company had 21 employees as of February 28, 1998.

Environmental Matters

   Under various federal, state and local laws and regulations, an owner or
operator of real estate may be liable for the costs of removal or remediation of
certain hazardous or toxic substances on such property. Such laws often impose
such liability without regard to whether the owner knew of, or was responsible
for, the presence of hazardous or toxic substances. Furthermore, a person that
arranges for the disposal or transports for disposal or treatment of a hazardous
substance at another property may be liable for the costs of removal or
remediation of hazardous substances released into the environment at that
property. The costs of remediation or removal of such substances may be
substantial, and the presence of such substances, or the failure to promptly
remediate such substances, may adversely affect the owner's ability to use or
sell such real estate or to borrow using such real estate as collateral. Certain
environmental laws and common law principles could be used to impose liability
for the release of and exposure to hazardous substances, including
asbestos-containing materials ("ACMs") into the air, and third parties may seek
recovery from owners or operators of real properties for personal injury or
property damage associated with exposure to released hazardous substances,
including ACMs. In connection with the ownership and operation of the Current
Hotels, the Company, the Lessee, IMIC or Promus, as the case may be, may be
potentially liable for such costs.

   Phase I environmental site assessments ("ESAs") were obtained on all of the
Initial Hotels prior to the initial public offering and prior to the acquisition
of all hotels acquired since the initial public offering. The Phase I ESAs were
intended to identify potential sources of contamination for which the Current
Hotels may be responsible and to assess the status of environmental regulatory
compliance. The Phase I ESAs included historical reviews of the Current Hotels,
reviews of certain public records, preliminary investigations of the sites and
surrounding properties, screening for the presence of asbestos, PCBs and
underground storage tanks, and the preparation and issuance of a written report.
The Phase I ESAs did not include invasive procedures, such as soil sampling or
ground water analysis. The Phase I ESA reports have not revealed any
environmental condition, liability or compliance concern that the Company
believes would have a material adverse effect on the Company's business, assets
or results of operations, nor is the Company aware of any such condition,
liability or compliance concern. Nevertheless, it is possible that these reports
do not reveal all environmental conditions, liabilities or compliance concerns
or that there are material environmental conditions, liabilities or compliance
concerns that arose at a Current Hotel after the related Phase I ESA report was
completed of which the Company is unaware. Moreover, no assurances can be given
that (i) future laws, ordinances or regulations will not impose any material
environmental liability, or (ii) the current environmental condition of the
Current Hotels will not be affected by the condition of the properties in the
vicinity of the Current Hotels (such as the presence of leaking underground
storage tanks) or by third parties unrelated to the Company.

   The Company believes that the Current Hotels are in compliance in all
material respects with all federal, state and local laws, ordinances and
regulations regarding hazardous or toxic substances and other environmental
matters. The Company has not been notified by any governmental authority of any
material noncompliance, liability or claim relating to hazardous or toxic
substance or other environmental substances in connection with any of its
properties.

Tax Status

   The Company elected to be taxed as a REIT under Sections 856-860 of the
Internal Revenue Code of 1986, as amended (the "Code"), effective for its short
taxable year ended December 31, 1994. The Company believes that it qualifies for
taxation as a REIT, and with certain exceptions, the Company will not be subject
to tax at the corporate level on its taxable income that is distributed to the
shareholders of the Company. A REIT is subject to a number of organizational and
operational requirements, including a requirement that it currently distribute
at least 95% of its annual taxable income. Failure to qualify as a REIT will
render the Company subject to federal income tax (including any applicable
minimum tax) on its taxable income at regular corporate rates and distributions
to the shareholders in any such year will not be deductible by the Company.
Although the Company does not intend to request a ruling from the Internal
Revenue Service (the "Service") as to its REIT status, the Company has obtained
the opinion of its legal counsel that the Company qualifies as a REIT, which
opinion is based on certain assumptions and representations and is not binding
on the Service or any court. Even if the Company qualifies for taxation as a
REIT, the Company may be subject to certain state and local taxes on its income
and properties.


                                       7
<PAGE>   8


Seasonality

   The Current Hotels' operations historically have been seasonal in nature,
reflecting higher revenues per available room ("REVPAR") during the second and
third quarters. This seasonality and the structure of the Percentage Leases,
which provide for a higher percentage of room revenues above stated equal
quarterly levels to be paid as Percentage Rent, can be expected to cause
fluctuations in the Company's quarterly lease revenue under the Percentage
Leases.

Executive Officers of the Registrant

         The following table lists the executive officers of the Company:

<TABLE>
<CAPTION>
                 NAME           AGE                          POSITION
                 ----           ---                          --------
<S>                             <C>                          <C>                
 Charles M. Winston              68         Chairman of the Board of Directors
 Robert W. Winston, III          36         Chief Executive Officer, President  and Secretary
 James D. Rosenberg              44         Chief Financial Officer and Chief Operating Officer
 Kenneth R. Crockett             41         Executive Vice President of Development
 Joseph V. Green                 47         Executive Vice President - Acquisitions and Finance
</TABLE>


   CHARLES M. WINSTON. Charles Winston, age 68, has served as Chairman of the
Board of Directors since March 15, 1994. Mr. Winston is a native of North
Carolina and a graduate of the University of North Carolina at Chapel Hill with
an A.B. degree. He was Chairman of the Board of WJS Management, Inc., the former
operator of nine of the hotels acquired by the Company at the time of the
initial public offering (the "Initial Hotels"), and a principal executive
officer of several corporations, which developed eight of the Initial Hotels and
two additional hotels purchased by the Company in 1996, positions he had held
since 1987. Mr. Winston has more than 35 years of experience in developing and
operating full service restaurants. Mr. Winston also serves on the board of
directors of BB&T Corporation. Mr. Winston is Robert Winston's father and James
Winston's brother.

   ROBERT W. WINSTON, III. Robert Winston, age 36, has served as Chief Executive
Officer, President and Director of the Company since March 15, 1994. 
Mr. Winston has also served as Secretary for the periods from March 1994 through
May 1995 and from October 1997 until the present. Mr. Winston is a native of
North Carolina and a graduate of the University of North Carolina at Chapel Hill
with a B.A. degree in economics. From 1988 to 1991 he was employed by Hampton
Inns Corporation where he was involved in the management of several hotels. In
1991, Mr. Winston founded a hotel management company and purchased the Hampton
Inn in Wilmington, North Carolina. He managed that hotel from 1991 until the
closing of the initial public offering in June 1994. Mr. Winston developed,
directly or through affiliated entities, three hotels purchased by the Company
in 1996. Mr. Winston is Charles Winston's son and James Winston's nephew.

   JAMES D. ROSENBERG. Mr. Rosenberg has served as Chief Operating Officer and
Chief Financial Officer since January 5, 1998. Mr. Rosenberg is a CPA and a
graduate of Presbyterian College and received an MBA from the University of
South Carolina. Prior to joining the Company, Mr. Rosenberg held the position of
Senior Vice President with Holiday Inn Worldwide since 1994 where he was
responsible for managing 85 hotels in seven countries. Prior to joining the
Holiday Inn organization, Mr. Rosenberg was a partner in Sage Hospitality
Resources and served as Executive Vice President and Chief Financial Officer of
the Denver-based hospitality firm. From 1989 to 1993, Mr. Rosenberg served as
Chief Operating Officer of Crossroads Hospitality, a division of
Pittsburgh-based Interstate Hotel Corporation. Mr. Rosenberg started his career
with Price Waterhouse, L.L.P.

   KENNETH R. CROCKETT. Mr. Crockett was appointed Senior Vice President of
Development of the Company in September 1995 and Executive Vice President of
Development in January 1998. Mr. Crockett is a graduate of the University of
North Carolina at Chapel Hill with a B.S. degree in Business Administration.
Prior to joining the Company, Mr. Crockett was an Associate Partner for project
development in commercial real estate at Capital Associates, a real estate
development firm located in the Raleigh, North Carolina area. From 1984 to 1986,
Mr. Crockett worked for the Oberlin Company where he was responsible for the
development and operation of nine limited-service hotels. Prior to 1984, Mr.
Crockett worked for several different financial institutions.

   JOSEPH V. GREEN. Mr. Green assumed the responsibilities of Executive Vice
President - Acquisitions and Finance effective January 1, 1998, after having
advised Winston Hospitality, Inc. on matters regarding hotel acquisitions and
finance since 1993, including the initial public offering of Winston Hotels,
Inc. Mr. Green is a graduate of East Carolina University, was awarded his J.D.
degree from Wake Forest University School of Law and received a Master of Laws
in Taxation from Georgetown University.


                                       8
<PAGE>   9

ITEM 2.  PROPERTIES

     The following table sets forth certain unaudited pro forma information with
respect to the Current Hotels:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                         1997                                         1996
-----------------------------------------------------------------------------------------------------------------------------------
                                              Room                             Lease        Room                             Lease
                                      #     Revenues             Occupancy    Revenues    Revenues            Occupancy    Revenues
                                    Rooms    ($000)      ADR         %         ($000)      ($000)      ADR        %          ($000)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>     <C>          <C>     <C>          <C>         <C>          <C>    <C>          <C>     
Hampton Inns
     Boone, NC                         95   $ 1,819     64.17     81.77%      $   751     $ 1,662    $58.70    81.4%       $   660 
     Brunswick, GA                    128     2,092     56.96     79.14%          849       2,090     54.77    82.1%           862
     Cary, NC                         130     2,592     64.16     85.15%        1,230       2,453     60.22    85.6%         1,149
     Charlotte, NC                    125     2,695     70.53     83.75%        1,288       2,542     65.13    85.3%         1,201
     Chester, VA                       66     1,360     68.02     83.02%          607       1,369     64.78    87.5%           620
     Duncanville, TX                  119     1,425     47.76     68.68%          527       1,304     46.13    64.7%           443
     Durham, NC                       137     2,921     69.50     84.03%        1,358       2,868     63.09    90.7%         1,350
     Gwinnett (Hampton Inn 
        & Suites), GA                 135     2,696     72.99     74.60%        1,373         994     80.37    53.6%           436
     Hilton Head, SC                  125     2,062     65.16     69.90%          786       1,965     59.53    72.7%           743
     Jacksonville, NC                 120     1,955     53.62     83.24%          816       2,029     50.89    90.8%           881
     Perimeter, GA                    131     2,610     77.39     70.54%        1,343       2,173     76.75    70.4%         1,123
     Raleigh, NC                      141     2,936     66.60     85.65%        1,411       2,731     62.60    84.5%         1,292
     Southern Pines, NC               126     1,887     53.72     76.39%          749       1,919     55.66    74.7%           783
     Southlake, GA                    124     2,107     63.77     72.99%          854       2,465     67.15    80.9%         1,105
     W. Springfield, MA               126     2,291     70.74     70.42%          994       2,290     67.59    73.5%           994
     White Plains, NY                 156     4,000     91.18     77.04%        1,908       2,799     75.62    65.2%         1,092
     Wilmington, NC                   118     2,304     67.30     79.49%        1,001       2,376     63.67    86.4%         1,060
Comfort Inns
     Augusta, GA                      123     1,462     50.47     64.53%          517       1,447     48.06    66.9%           519
     Charleston, SC                   128     2,426     68.21     76.13%        1,138       2,084     60.48    73.5%           925
     Chester, VA                      123     2,131     67.09     70.76%          985       2,335     64.40    80.5%         1,136
     Clearwater/St. Petersburg, FL    120     1,739     51.76     76.70%          644       1,439     48.64    67.4%           462
     Durham, NC                       138     2,887     70.64     81.14%        1,429       2,717     65.52    82.1%         1,337
     Fayetteville, NC                 176     2,487     52.24     74.10%        1,179       2,641     52.43    78.2%         1,300
     Greenville, SC                   190     1,540     49.90     44.43%          385       1,987     48.70    58.4%           644
     London (Comfort Suites), KY       62       900     54.14     73.50%          374         983     53.65    80.7%           432
     Orlando (Comfort Suites), FL     215     4,117     59.89     87.60%        1,908       3,617     53.13    86.5%         1,527
     Raleigh, NC                      149     1,646     49.85     60.72%          569       1,985     50.75    71.7%           792
     Wilmington, NC                   146     2,470     59.45     77.98%        1,081       2,561     58.15    82.4%         1,156
Holiday Inns
     Abingdon (Holiday Inn
        Express), VA                   81     1,292     58.38     75.11%          607       1,246     52.92    80.4%           580
     Clearwater (Holiday Inn 
        Express), FL                  127     2,229     58.73     81.88%          966       2,116     55.01    82.7%           887
     Dallas (Holiday Inn
        Select), TX                   244     4,695     73.48     71.75%        2,263       4,794     68.99    77.8%         2,350
Courtyard by Marriott
     Ann Arbor, MI                    160     3,951     81.47     82.83%        1,846       3,594     77.96    78.9%         1,603
     Houston, TX                      202     3,489     74.20     63.78%        1,596       3,224     65.80    66.3%         1,411
     Wilmington, NC                   128     2,377     72.32     70.34%          978         188     56.01    48.5%            60
Homewood Suites
     Cary, NC                         140     3,448     80.03     84.31%        2,221       3,342     76.78    85.0%         2,155
     Clear Lake, TX                    92     2,514     93.26     80.29%        1,163       2,250     90.46    73.9%           979

Quality Suites - Charleston, SC       168     3,860     78.09     80.62%        1,753       3,919     76.69    83.1%         1,817
Fairfield Inn - Ann Arbor, MI         110     1,811     61.97     72.58%          687       1,706     58.90    71.9%           616
-----------------------------------------------------------------------------------------------------------------------------------
  TOTAL                             5,124   $93,223     66.24     75.24%      $42,134     $86,204    $62.07    77.1%       $38,482
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       9
<PAGE>   10



THE CURRENT HOTELS

1. Hampton Inn -- 208 Linville Road, Boone, North Carolina. This five-story,
interior corridor hotel is located on an approximately 2.1 acre site near the
Blue Ridge Parkway in the northwestern part of North Carolina's Appalachian
Mountains and is within 15 minutes from snow skiing slopes. Appalachian State
University, a part of the University of North Carolina system, is located in
Boone. In addition to other amenities, the hotel has an indoor pool and jacuzzi.
The hotel was acquired contemporaneously with the IPO.

2. Hampton Inn -- 112 Tourist Drive, Brunswick, Georgia. This three-story,
interior and exterior corridor hotel is located on an approximately 2.9 acre
site just off Interstate 95. Brunswick and the nearby Golden Isles feature
beaches on the Atlantic Ocean as well as historic areas. The property also is
near an outlet shopping center and several restaurants. In addition to other
amenities, the hotel has a fitness center and outdoor swimming pool. The hotel
was acquired contemporaneously with the IPO.

3. Hampton Inn -- 201 Asheville Avenue, Cary, North Carolina. This five-story,
interior corridor hotel is located on an approximately 2.2 acre site at the
interchange of US-1 and US-64, major area thoroughfares. In addition to other
amenities, the hotel has an outdoor pool and a fitness center. Cary is located
between Raleigh and Durham, adjacent to North Carolina's Research Triangle Park
and the Raleigh-Durham International Airport. Raleigh is one of three cities,
along with Durham and Chapel Hill, that comprise the Research Triangle. The
hotel was acquired contemporaneously with the IPO.

4. Hampton Inn -- U.S. Highway 29, Charlotte, North Carolina. This six-story,
interior corridor hotel is located on an approximately 2.1 acre site off
Interstate 85. The hotel is located in Charlotte, the largest metropolitan area
in the Carolinas. The hotel is close to the Charlotte Motor Speedway, the
University of North Carolina at Charlotte, and the University Hospital. The
hotel has an outdoor pool and two hospitality suites. The hotel was acquired
contemporaneously with the IPO.

5. Hampton Inn -- 12610 Chestnut Hill Road, Chester (Richmond), Virginia. This
two-story, interior corridor hotel was opened on April 15, 1994 and is located
on an approximately 5.1 acre site near Interstate 95 and Route 10 (approximately
15 miles south of Richmond). The hotel is located near major components of the
tobacco operations of Phillip Morris USA and major industrial and technical
centers for DuPont and Allied. Amenities include a daily complimentary
continental breakfast, on site guest laundry facilities and a jogging path. In
connection with the acquisition of this hotel, the Company also acquired a
free-standing restaurant, which is on an adjacent parcel of land and which is
subject to a pre-existing lease. The property was acquired in November, 1994.

6. Hampton Inn -- 4154 Preferred Place, Duncanville (Dallas), Texas. This
two-story, exterior corridor hotel is located on an approximately 2.5 acre site
near Interstate 20 and LBJ Freeway, the Texas Rangers Baseball Stadium and Six
Flags Over Texas. The property offers a complimentary continental breakfast,
outdoor pool and a meeting room. The property was acquired in May 1996.

7. Hampton Inn -- 1816 Hillandale Road, Durham, North Carolina. This five-story,
interior corridor hotel is located on an approximately 2.0 acre site near Duke
University, Duke University Medical Center and downtown Durham. The Research
Triangle Park, a regional research and development center just south of Durham,
is a major area employer. The property was substantially renovated and changed
from a Comfort Inn to a Hampton Inn in 1991. The hotel has an outdoor pool and a
conference room. The hotel was acquired contemporaneously with the IPO.

8. Hampton Inn & Suites -- 1725 Pineland Road, Duluth, Georgia. This four-story,
interior corridor hotel is located on an approximately 2.5 acre site near
Interstate 85 in suburban Atlanta. Located nearby are Gwinnett Mall, Lake
Lanier, Stone Mountain and Chateau Elan. The property offers a complimentary
full-service breakfast and social hour. Other amenities include a meeting room,
fully equipped business center and outdoor swimming pool. The property was
acquired in July 1996.

9. Hampton Inn -- One Airport Road, Hilton Head, South Carolina. This two-story,
interior corridor hotel is located on an approximately 5.0 acre site near
Highway 278, the airport and several golf and tennis facilities. The Hilton Head
area is home for several major sporting events, including the MCI Heritage Golf
Tournament and the Family Circle Tennis Tournament. Among other amenities, the
hotel has an outdoor pool and a health spa, and a complimentary continental
breakfast is served daily. The property was acquired in November 1994.

10. Hampton Inn -- 474 Western Boulevard, Jacksonville, North Carolina. This
two-story, exterior corridor hotel is located on an approximately 3.1 acre site
near Camp Lejeune Marine Corps Base. Camp Lejeune, a major U.S. Marine base
accounts for a substantial amount of its business. Among other amenities, the
property has an outdoor pool. The hotel was acquired contemporaneously with the
IPO.


                                       10
<PAGE>   11

11. Hampton Inn -- 769 Hammond Drive, Atlanta, Georgia. This four-story,
interior corridor hotel is located on an approximately 1.6 acre site near
Interstate 285 and Georgia 400 in the Perimeter Center Area. The property offers
a complimentary continental breakfast, a meeting room and an exercise room.
Other amenities include an outdoor swimming pool and 25-inch televisions in
every room. The property was acquired in July 1996.

12. Hampton Inn -- 6209 Glenwood Avenue, Raleigh, North Carolina. This
four-story, interior corridor hotel is located on an approximately 1.8 acre site
near the Beltline, Interstate 40, the Crabtree Valley Mall and the
Raleigh-Durham International Airport, to which the hotel offers free airport
transportation. Amenities at the hotel include three meeting rooms,
complimentary continental breakfast, manager's cocktail reception, and a health
spa that is equipped with an outdoor pool, sauna and workout room. The property
was acquired contemporaneously with the 1995 follow-on offering.

13. Hampton Inn -- 1675 U.S. Highway 1, Southern Pines, North Carolina. This
two-story, exterior corridor hotel is located on an approximately 4.2 acre site
near Pinehurst and other golfing attractions, including the World Golf Hall of
Fame. In addition to its agriculture and manufacturing industries, the Southern
Pines area attracts tourists because of the approximately 30 golf courses in the
area. Tourism, which is primarily golf related, is an important part of the
area's economy. The hotel seeks to capitalize on area golfing attractions by
organizing golf tours for large numbers of visitors. The hotel has two small
conference rooms. The hotel was acquired contemporaneously with the IPO.

14. Hampton Inn -- 1533 Southlake Parkway, Morrow, Georgia. This five-story,
interior corridor hotel is located on an approximately 2.5 acre site off of
Interstate 75 near South Lake Mall in suburban Atlanta. The hotel features
southern garden landscaping, a fountain lobby and an outdoor pool. The hotel was
acquired contemporaneously with the IPO.

15. Hampton Inn -- 1011 Riverdale Street, West Springfield, Massachusetts. This
four-story, interior corridor hotel is located on an approximately 2.5 acre site
near Interstate 91 at 1011 Riverdale Street, just a few miles from downtown West
Springfield, the Basketball Hall of Fame, and Riverside Amusement Park. Hotel
amenities include free continental breakfast, an outdoor pool, free in-room 
movies, and facsimile service. The property was acquired in July 1997.

16. Hampton Inn -- 200 Tarrytown Road, Route 119, Elmsford, New York. This
seven-story, interior corridor hotel is located on an approximately 4.0 acre
site off I-287 at exit #1 (Route 119.) The hotel is 17 miles north of New York
City and is centrally located to Westchester County's major corporate
headquarters such as AT&T, Bayer, Ciba, Coca Cola, Fuju, Hitachi, IBM, KLM,
NYNEX, PepsiCo, and the area's many corporate parks. Amenities include a sunken
lobby/breakfast area, a fitness center, and an outdoor pool with lounging deck.
The property was acquired in October 1997.

17. Hampton Inn -- 567 Market Street, Wilmington, North Carolina. This
two-story, exterior corridor hotel is located on an approximately 2.9 acre site
approximately six miles from Wrightsville Beach, North Carolina. Wilmington is a
resort area with light manufacturing and distribution businesses. The hotel
offers a complimentary continental breakfast daily and provides an outdoor pool,
hospitality suite, and access to an offsite health club. The hotel was acquired
contemporaneously with the IPO.

18. Comfort Inn -- 629 Frontage Road, Augusta, Georgia. This five-story,
interior corridor hotel is located on an approximately 2.3 acre site near
Interstate 20, the Bobby Jones Expressway, Fort Gordon and The Augusta National
Golf Course, home of the Masters Tournament. The property offers complimentary
continental breakfast daily and other amenities including an outdoor pool and
whirlpool, a meeting room and a fully equipped fitness center. The property was
acquired in May 1995.

19. Comfort Inn -- 144 Bee Street, Charleston, South Carolina. This seven-story,
interior corridor hotel is located on an approximately 1.0 acre site, which
overlooks the Ashley River, and is near US 17 and Charleston's historic
district, several full-service marinas and a medical complex, which consists of
several area hospitals. Amenities include an outdoor swimming pool and a meeting
room. The property was acquired in May 1995.

20. Comfort Inn -- 2100 West Hundred Street, Chester (Richmond), Virginia. This
five-story, interior corridor hotel is located on an approximately 3.0 acre site
near Interstate 95 and Route 10 (approximately 15 miles south of Richmond),
several major industrial corporations and several historic attractions,
including the Confederate White House and Civil War battlefields. Amenities
include an outdoor pool, health spa, meeting room and a complimentary
continental breakfast. The property was acquired in November 1994.

21. Comfort Inn -- 3580 Ulmerton Road, Clearwater/St. Petersburg, Florida. This
three-story, interior corridor hotel is located on an approximately 2.8 acre
site near Interstate 75, Busch Gardens amusement park, golf courses,
restaurants, shopping, and many gulf 



                                       11
<PAGE>   12

coast beaches and is on Tampa Bay. Among other amenities, the hotel has an
outdoor pool and a whirlpool, which are in a central courtyard surrounded on all
sides by the hotel, and a complimentary continental breakfast is served each
day. The Company also owns a free-standing restaurant, which is on an adjacent
parcel of land and which is subject to a pre-existing lease. The property was
acquired in May 1995.

22. Comfort Inn -- 3508 Mount Moriah Road, Durham/Chapel Hill, North Carolina.
This four-story, interior corridor hotel is located on an approximately 4.5 acre
site near the intersection of Interstate 40 and US 15-501 between Durham and
Chapel Hill, which puts it in close proximity to Duke University, the University
of North Carolina at Chapel Hill and a number of restaurants and shopping
opportunities. The hotel received the Choice Hotels "Gold Award" in 1992, 1993
and 1994. Amenities include an outdoor pool and an exercise room with a sauna
and whirlpool. The property was acquired in November 1994.

23. Comfort Inn -- 1922 Skibbo Road, Fayetteville, North Carolina. This
four-story, interior-corridor hotel is located on an approximately 3.3 acre site
near Interstate 95 and in the heart of a large trade center in North Carolina.
Both Fort Bragg and Pope Air Force Base are nearby. Amenities include an outdoor
pool, health spa, 25-inch televisions and a complimentary continental breakfast.
The property was acquired in November 1994.

24. Comfort Inn -- 540 North Pleasantburg Drive, Greenville, South Carolina.
This two-story, exterior corridor hotel is located on an approximately 3.0 acre
site near Interstate 385, the BMW assembly plant, and Michelin's North American
headquarters in the Greenville-Spartanburg Metropolitan area. The property
offers a complimentary full-service breakfast and meeting room. Other amenities
include an outdoor swimming pool, game room and sports bar. The property was
acquired in May 1996.

25. Comfort Suites -- 1918 West 192 Bypass, London, Kentucky. This three-story
interior corridor hotel is located on an approximately 1.0 acre site near
Interstate 75, Daniel Boone National Forest and Rockcastle River with whitewater
sports attractions and bass fishing. The property offers a complimentary
continental breakfast, meeting room and indoor swimming pool. The property was
acquired in May 1996.

26. Comfort Suites -- 9350 Turkey Lake Road, Orlando, Florida. This three-story,
interior corridor hotel is located on an approximately 7.0 acre site
conveniently located close to Interstate 4 and Florida Turnpike at the
International Drive area off Sand Lake Road. Nearby attractions include
Universal Studios, Sea World, Walt Disney World, and Orange County Convention
Center. Hotel amenities include a tropically landscaped courtyard completed with
a heated pool, kiddie pool, jacuzzi, playground, Pool Side Bar & Grille serving
food and beverages daily, free shuttle to Universal Studios, Sea World, and Wet
& Wild, and complimentary continental breakfast which is served every day. The
property was acquired in May 1997.

27. Comfort Inn -- 2910 Capital Boulevard, Raleigh, North Carolina. This
four-story, interior corridor hotel is located on an approximately 2.7 acre site
and is located near the Raleigh Beltline Highway, the State Capitol, Governor's
mansion and North Carolina State University. Amenities include an outdoor pool
and exercise area. The property was acquired in August 1994.

28. Comfort Inn -- 151 South College Road, Wilmington, North Carolina. This
six-story, interior corridor hotel is located on an approximately 2.6 acre site
near the end of Interstate 40. The hotel is near the University of North
Carolina at Wilmington. The hotel features a complimentary continental
breakfast, outdoor pool, social hour and access to a nearby fitness center. The
hotel was acquired contemporaneously with the IPO.

29. Holiday Inn Express -- 940 East Main Street, Abingdon, Virginia. This
three-story, interior corridor hotel is located on an approximately 1.2 acre
site near Interstate 81 near Abingdon's Historic District and the Barter Theater
(State Theater of Virginia). The property offers a complimentary continental
breakfast and other amenities including an outdoor pool and meeting room. The
property was acquired in May 1996.

30. Holiday Inn Express -- 13625 Icot Boulevard, Clearwater, Florida. This
three-story, interior corridor hotel is located on an approximately 2.4 acre
site near Interstate 75, Busch Gardens amusement park, golf courses,
restaurants, shopping, and many gulf and coast beaches in the Tampa Bay area,
and is just minutes from St. Petersburg. Among other amenities, the hotel has an
outdoor pool and whirlpool, and complimentary continental breakfast is served
daily. The property was acquired in August 1997.

31. Holiday Inn Select -- 11350 LBJ Freeway, Garland, Texas. This property
consists of one five-story building and two three-story buildings, all with
interior corridors located on an approximately 6.5 acre site in suburban Dallas.
The property offers an approximate 9,800 square foot conference center, four
other meeting rooms and a 50-person auditorium. Other amenities include a
full-service restaurant, nightclub, outdoor swimming pool and executive fitness
club. The property was acquired in May 1996.


                                       12
<PAGE>   13

32. Courtyard by Marriott -- 3205 Boardwalk, Ann Arbor, Michigan. This
four-story, interior corridor hotel is located on an approximately 4.0 acre site
just off Interstate 94 and is adjacent to the Company's Fairfield Inn. Area
attractions include Briarwood Mall, Downtown Ann Arbor, University of Michigan,
and the Henry Ford Museum. Amenities include complimentary in-room coffee
service, valet service, non-smoking and handicap equipped rooms, and remote
controlled cable TV with free premium movie channel. The property was acquired
in September 1997.

33. Courtyard by Marriott -- 2504 N. Loop West, Houston, Texas. This
three-story, interior corridor hotel is located on an approximately 3.9 acre
site directly off Loop 610 and Highway 290. It is easily accessible to all major
thoroughfares around the city, and is only minutes from Downtown and the
Galleria area. Amenities include an outdoor pool and jacuzzi in a beautiful
courtyard setting, an exercise room, coffee makers, irons, and ironing boards.
The property was acquired in July 1997.

34. Courtyard by Marriott -- 151 Van Campen Boulevard, Wilmington, North
Carolina. This two-story, interior corridor hotel is located on an approximately
3.5 acre site near Wrightsville Beach and Revolutionary and Civil War historical
sites. The property offers two large meeting rooms, full service breakfast and a
lobby lounge. Other amenities include an outdoor swimming pool and a jacuzzi.
The property was acquired in December 1996.

35. Homewood Suites -- 100 MacAlyson Court, Cary, North Carolina. This
four-story, interior corridor hotel is located on an approximately 9.1 acre site
with a covered bridge entrance and a wooded setting near Research Triangle Park.
The property offers a complimentary full-service breakfast, a business center,
and a 1200 square foot meeting room. Other amenities include fully-equipped
kitchens, a fitness room, an outdoor swimming pool and a sport court. The
property was acquired in July 1996.

36. Homewood Suites -- 401 Bay Area Boulevard, Clearlake, Texas. This
three-story, interior corridor hotel is located on an approximately 2.6 acre
site near NASA's Johnson Space Center and Rockwell's Space Operations Center.
The property offers a complimentary full service breakfast, an executive
business center and a fitness facility. Other amenities include fully-equipped
in room kitchens, an outdoor swimming pool and a sport court. The property was
acquired in September 1996.

37. Quality Suites -- 5225 North Arco Lane, Charleston, South Carolina. This
five-story, interior corridor hotel is located on an approximately 3.8 acre site
just off Interstate 26 near Charleston's International Airport and only a few
miles away from Charleston's Historic District. The hotel has 168 two room
suites designed around a five-story atrium. The property offers a complimentary
cooked-to-order breakfast, manager's cocktail reception, meeting room and
outdoor pool and health spa. The property was acquired in May 1995.

38. Fairfield Inn -- 3285 Boardwalk, Ann Arbor, Michigan. This four-story,
interior corridor hotel is located on an approximately 2.5 acre site. Nearby
attractions include Bearwood Mall and the University of Michigan. Amenities
include a heated indoor pool and whirlpool, free continental breakfast, and free
HBO and ESPN. The property was acquired in September 1997.

THE PERCENTAGE LEASES

   In order for the Company to qualify as a REIT, neither the Company nor the
Partnership can operate hotels. Therefore, the Company and the Partnership lease
the Current Hotels for terms of 15 years pursuant to Percentage Leases, which
provide for rent equal to the greater of Base Rent or Percentage Rent. The
Percentage Leases for the Current Hotels contain the provisions described below.
The Company intends that future leases with respect to its hotel property
investments will contain substantially similar provisions, although the
Company's Board of Directors may, in its discretion, alter any of these
provisions with respect to any particular lease, depending on the purchase price
paid, economic conditions and other factors deemed relevant at the time.

   Percentage Lease Terms. Each Percentage Lease for the Current Hotels has a
non-cancelable term of 15 years beginning November 1997, subject to earlier
termination upon the occurrence of certain contingencies described in the
Percentage Lease.

   Amounts Payable Under the Percentage Leases. During the term of each
Percentage Lease, the Lessee is or will be obligated to pay (i) the greater of
Base Rent or Percentage Rent (collectively, the "Rent") and (ii) certain other
additional charges. Base Rent accrues and is required to be paid monthly.
Percentage Rent is calculated by multiplying fixed percentages by gross room
revenues for each of the hotels. Percentage Rent is due quarterly. However, with
respect to eleven of the Current Hotels, the Lessee will not be in default for
non-payment of Percentage Rent due in any calendar year if the Lessee pays,
within 90 days of the end of the calendar 



                                       13
<PAGE>   14

year, the excess of Percentage Rent due and unpaid over the Base Rent paid by
the Lessee with respect to such year. With respect to the other Current Hotels,
the Lessee will not be in default for the non-payment of Percentage Rent if it
pays, within 30 days of the end of each calendar quarter, the excess of
Percentage Rent due and unpaid over the Base Rent paid year-to-date with respect
to such quarter.

   Beginning in the calendar year following the year in which most Percentage
Leases commence, and for each year thereafter, (i) the annual Base Rent and (ii)
the Percentage Rent formulas will be adjusted for inflation, based on quarterly
changes in the CPI. The adjustment in any quarter may not exceed 2%, which may
be less than the change in CPI for the quarter.

   Other than real estate and personal property taxes, casualty insurance,
capital improvements and maintenance of underground utilities and structural
elements, which are obligations of the Company, the Percentage Leases require
the Lessee to pay rent, insurance, all costs and expenses and all utility and
other charges incurred in the operation of the Current Hotels. The Percentage
Leases also provide for rent reductions and abatements in the event of damage to
or destruction or a partial taking of any Current Hotel.

   Maintenance and Modifications. Under the Percentage Leases, the Company is
required to maintain the underground utilities and the structural elements of
the improvements, including exterior walls (excluding plate glass) and the roof
of such Current Hotel. In addition, the Percentage Leases obligate the Company
to fund periodic capital improvements (in addition to maintenance of underground
utilities and structural elements) to the buildings and grounds comprising their
respective Current Hotels, and the periodic repair, replacement and
refurbishment of furniture, fixtures and equipment in their respective Current
Hotels, up to an amount equal to 5% of room revenues for limited-service hotels,
and 7% of room revenues and food and beverage revenue for the full-service
hotel. These obligations will be carried forward to the extent that the Lessee
has not expended such amounts, and any unexpended amounts will remain the
property of the Company upon termination of the Percentage Leases. Except for
capital improvements and maintenance of structural elements and underground
utilities, the Lessee will be required, at its expense, to maintain the Current
Hotels in good order and repair, except for ordinary wear and tear, and to make
non-structural, foreseen and unforeseen, and ordinary and extraordinary repairs
which may be necessary and appropriate to keep the Current Hotels in good order
and repair.

   The Lessee is not obligated to bear the cost of capital improvements to the
Current Hotels. With the consent of the Company, however, the Lessee, at its
expense, may make non-capital and capital additions, modifications or
improvements to the Current Hotels, provided that such action does not
significantly alter the character or purposes of the Current Hotels or
significantly detract from the value or operating efficiencies of the Current
Hotels. All such alterations, replacements and improvements shall be subject to
all the terms and provisions of the Percentage Leases and will become the
property of the Company upon termination of the Percentage Leases. The Company
owns or will own substantially all personal property (other than inventory,
linens, and other nondepreciable personal property) not affixed to, or deemed a
part of, the real estate or improvements thereon comprising their respective
Current Hotels, except to the extent that ownership of such personal property
would cause the rents under the Percentage Leases not to qualify as "rents from
real property" for REIT income test purposes.




                                       14
<PAGE>   15

ITEM 3.  LEGAL PROCEEDINGS

   The Company currently is not involved in any material litigation nor, to the
Company's knowledge, is any material litigation currently threatened against the
Company. The Lessee has advised the Company that they currently are not involved
in any material litigation, other than routine litigation arising in the
ordinary course of business, substantially all of which is expected to be
covered by liability insurance.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1997.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

   On August 11, 1997, Common Stock shares in the Company began trading on the
New York Stock Exchange ("NYSE") under the symbol "WXH." Prior to this date, the
Common Stock was traded on the Nasdaq National Market under the symbol "WINN."
As of March 18, 1998, the Company had approximately 16,000 common shareholders
based on the number of shareholders of record and an estimate of the number of
participants represented by security position listings. The following table sets
forth, for the indicated periods, the high and low closing prices for the Common
Stock as traded on the Nasdaq National Market or the NYSE, as applicable, and
the cash distributions declared per share:

<TABLE>
<CAPTION>
                                       PRICE RANGE
                                    ----------------      CASH DISTRIBUTIONS 
                                    HIGH         LOW      DECLARED PER SHARE
                                    ----         ---      ------------------
<S>                                 <C>          <C>      <C>  
1997
First Quarter                      $14.00      $12.875         $0.27
Second Quarter                      15.063      12.125          0.27
Third Quarter                       14.625      13.063          0.27
Fourth Quarter                      14.375      13.00           0.27

1996
First Quarter                      $13.375     $11.688         $0.24
Second Quarter                      13.00       10.875          0.255
Third Quarter                       13.125      11.00           0.255
Fourth Quarter                      13.625      11.875          0.255

</TABLE>

   Although the declaration of distributions is within the discretion of the
Board of Directors and depends on the Company's results of operations, cash
available for distribution, the financial condition of the Company, tax
considerations (including those related to REITs) and other factors considered
important by the Board of Directors, the Company's policy is to make regular
quarterly distributions to its shareholders. The Company's ability to make
distributions will depend on the receipt of the distributions from the
Partnership. The Company intends to cause the Partnership to distribute to its
partners substantially all of the Partnership's cash available for distribution.

RECENT SALES OF UNREGISTERED SECURITIES

   In the year ended December 31, 1997, the Company issued the following
securities which were not registered pursuant to the Securities Act of 1933, as
amended:

   On July 14, 1997, the Partnership issued 815,000 Partnership Units to BHI
Limited Partnership and West Springfield Limited Partnership in partial
consideration for the acquisition by the Company of the Courtyard by
Marriott-Brookhollow in Houston, Texas, and the Hampton Inn in West Springfield,
Massachusetts. On July 17, 1997, 374,900 of those Partnership Units were
converted into Company Common Stock.


                                       15
<PAGE>   16

   On September 9, 1997, the Partnership issued 63,797 Partnership Units to
Hubbard Realty of Winston-Salem, Inc. in total consideration for the acquisition
by the Company of the land parcel for the Company's Courtyard by Marriott under
development in Winston-Salem, North Carolina.

   Pursuant to the Partnership Agreement of the Partnership (the "Partnership
Agreement"), the Limited Partners have redemption rights (the "Redemption
Rights") which enable them to cause the Partnership to redeem their Partnership
Units in exchange for shares of Common Stock on a one-for-one basis or, at the
option of the Company or in certain other circumstances, cash.

   No underwriter was engaged in connection with the foregoing issuances of
securities. Issuances of Common Stock and Partnership Units to the above parties
were made in reliance upon Section 4(2) of the Securities Act of 1933, as
amended, as transactions not involving any public offering.



                                       16
<PAGE>   17

ITEM 6.  SELECTED FINANCIAL DATA

The following table sets forth selected financial information for the Company,
Winston Hospitality, Inc., the Lessee and the Initial Hotels for the years ended
December 31, 1997, 1996 1995 and for the period June 2, 1994 (date of inception)
through December 31, 1994 and selected historical balance sheet data as of
December 31, 1997, 1996, 1995 and 1994. This information should be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations and the financial statements and notes thereto included
elsewhere in this report.

                              WINSTON HOTELS, INC.
                  Selected Historical Financial And Other Data
              For The Years Ended December 31, 1997, 1996 And 1995
    And The Period June 2, 1994 (Date Of Inception) Through December 31, 1994
                    (In Thousands, Except Per Share Amounts)

<TABLE>
<CAPTION>
                                                                       1997             1996            1995           1994
                                                                       ----             ----            ----           ----
<S>                                                                    <C>              <C>             <C>            <C>
STATEMENTS OF INCOME:
Revenue:
     Percentage lease revenue                                        $  35,868       $  26,611       $  17,148       $  5,116
     Interest and other income                                             234              97             442             92
                                                                     ---------       ---------       ---------       --------
         Total revenue                                                  36,102          26,708          17,590          5,208
                                                                     ---------       ---------       ---------       --------
Expenses:
     Real estate and personal property taxes and casualty
          insurance                                                      2,702           1,647           1,054            362
     General and administrative                                          2,021           1,985           1,208            339
     Interest expense                                                    3,066           2,665           2,555            218
     Depreciation                                                       10,064           6,476           3,854          1,176
     Amortization                                                          176             147             117             49
                                                                     ---------       ---------       ---------       --------
         Total expenses                                                 18,029          12,920           8,788          2,144
                                                                     ---------       ---------       ---------       --------
         Income before allocation to minority interest                  18,073          13,788           8,802          3,064
     Income allocation to minority interest                              1,329             786             417            187
                                                                     ---------       ---------       ---------       --------
         Net income                                                     16,744          13,002           8,385          2,877
         Preferred stock distribution                                    2,100            --              --
                                                                     ---------       ---------        ---------      --------
     Net income available to common shareholders                     $  14,644       $  13,002       $   8,385       $  2,877
                                                                     =========       =========       =========       ========
Earnings per share:
     Net income per common share                                     $    0.92       $    1.01       $    0.96       $   0.42
                                                                     =========       =========       =========       ========
     Net income per common share assuming dilution                   $    0.91       $    1.00       $    0.96       $   0.42
                                                                     =========       =========       =========       ========
     Weighted average number of common shares                           15,990          12,922           8,715          6,775
     Weighted average number of common shares assuming dilution
                                                                        17,555          13,768           9,167          7,211

Distributions per common share                                       $    1.08       $   1.005       $    0.93       $   0.48

BALANCE SHEET DATA:
Cash and cash equivalents                                            $     164       $     234       $   2,496       $  1,114
Investment in hotel properties                                         279,485         196,682         121,886         85,917
Total assets                                                           287,827         203,502         123,969         88,114
Total debt                                                              44,081          42,800          34,000         28,600
Shareholders' equity                                                   217,490         141,813          80,872         53,705

OTHER DATA:
Lessee room revenue                                                  $  79,526       $  58,956       $  39,677       $ 12,474
Funds from operations                                                   26,037          20,581          12,656          4,240
Cash available for distribution                                         21,809          17,557          11,185          3,866
Cash provided by (used in):
     operating activities                                               27,811          18,729          12,628          3,417
     investing activities                                              (82,349)        (74,614)        (36,059)       (85,973)
     financing activities                                               54,468          53,623          24,813         83,670

</TABLE>



                                       17
<PAGE>   18


                            WINSTON HOSPITALITY, INC.
                       Selected Historical Financial Data
               For The Ten-months Ended October 31, 1997 And 1996
                 And The Years Ended December 31, 1996 And 1995
    And The Period June 2, 1994 (Date Of Inception) Through December 31, 1994
                                 (in thousands)
<TABLE>
<CAPTION>

                                       TEN MONTHS ENDED             YEARS ENDED          
                                          OCTOBER 31,               DECEMBER 31,        PERIOD JUNE 2,
                                     --------------------      --------------------      1994 THROUGH
                                       1997        1996         1996         1995      DECEMBER 31, 1994
                                       ----        ----         ----         ----      -----------------
                                                 (unaudited)
<S>                                  <C>          <C>          <C>          <C>            <C>    
Room revenue                         $67,145      $49,633      $58,956      $39,677        $12,474
Other revenue                          3,944        2,390        2,969        1,100            229
                                     -------      -------      -------      -------        -------
     Total revenue                    71,089       52,023       61,925       40,777         12,703
                                     -------      -------      -------      -------        -------
Property and operating expenses       38,292       27,965       34,549       22,097          7,297
Percentage lease payments             30,980       22,800       26,611       17,148          5,116
                                     -------      -------      -------      -------        -------
     Total expenses                   69,272       50,765       61,160       39,245         12,413
                                     -------      -------      -------      -------        -------
     Net income                      $ 1,817      $ 1,258      $   765      $ 1,532        $   290
                                     =======      =======      =======      =======        =======

</TABLE>


                         CAPSTAR WINSTON COMPANY, L.L.C.
                       Selected Historical Financial Data
               For The Period October 15, 1997 (Date Of Inception)
                            Through December 31, 1997
                                 (in thousands)
<TABLE>
<CAPTION>

<S>                                                                <C>    
Room revenue                                                       $ 8,197
Other revenue                                                          846
                                                                   -------
     Total revenue                                                   9,043
                                                                   -------

Rooms expense                                                        2,158
Percentage lease expense                                             3,242
Other expenses                                                       3,704
                                                                   -------
     Total expenses                                                  9,104
                                                                   -------
         Net loss                                                  $   (61)
                                                                   =======

</TABLE>



                                       18
<PAGE>   19



                             COMBINED INITIAL HOTELS
                       Selected Historical Financial Data
                     For The Five Months Ended June 2, 1994
                      And The Year Ended December 31, 1993
                                 (in thousands)

<TABLE>
<CAPTION>
                                                     1994         1993
                                                     ----         ----
<S>                                                  <C>          <C>    
Revenue:
   Room revenue                                     $7,415      $17,125
   Other, net                                          135          348
                                                    ------      -------
      Total revenue                                  7,550       17,473
                                                    ------      -------

Expenses:
   Property operating expenses                       2,983        7,008
   Franchise costs                                     646        1,507
   Repairs and maintenance                             465          844
   Real estate and personal property taxes and
     insurance                                         328          711
   Management fees                                     381          882
   Interest expense                                  1,215        2,892
   Depreciation and amortization                       973        2,249
                                                    ------      -------
         Total expenses                              6,991       16,093
                                                    ------      -------
   Income before minority interest                     559        1,380
   Minority interest                                   357          833
                                                    ------      -------
         Net income                                 $  202      $   547
                                                    ======      =======

</TABLE>


                                       19
<PAGE>   20


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
         AND RESULTS OF OPERATIONS ($ in thousands)

   The Company, which consummated an underwritten initial public offering
("IPO") in June 1994, follow-on Common Stock offerings in May 1995 and in June
1996, and a Preferred Stock offering in September 1997, operates as a REIT to
invest in hotel properties. The Company owned 16 hotels as of December 31, 1994
(the "1994 Hotels"), purchased five hotels in May 1995 (the "1995 Acquired
Hotels"), acquired 10 hotels in 1996 (the "1996 Acquired Hotels") and acquired
seven hotels in 1997 (the "1997 Acquired Hotels"). It currently leases all 38
Current Hotels to CapStar Winston Company, L.L.C. (the "Lessee") under
Percentage Leases through which it receives its principal source of revenue.

   Prior to November 17, 1997, the Current Hotels were leased pursuant to the
Percentage Leases to Winston Hospitality, Inc. On November 17, 1997 and November
24, 1997, CapStar Management Company, L.P. purchased substantially all of the
assets and assumed certain liabilities of Winston Hospitality, Inc., including
the Current Hotels' leases. CapStar Management Company, L.P. is an affiliate of
CapStar Hotel Company ("CapStar"). Concurrent with the transaction, the leases
were assigned to the Lessee, and the terms of the leases were extended to 15
years from the date of the transaction.

   Washington, D.C.-based CapStar owns and manages upscale, full-service hotels
and resorts throughout the U.S. and Canada under such internationally known
brands as Hilton, Sheraton, Marriott, Embassy Suites, Westin, Renaissance and
Doubletree. Including one hotel under contract, as of February 2, 1998,
CapStar's hotel portfolio comprised 54 owned hotels with 14,503 rooms, 40 leased
hotels with 5,687 rooms, and 27 managed hotels with 4,631 rooms, for a total of
121 properties with 24,821 rooms.

RESULTS OF OPERATIONS

   For the periods ended December 31, 1997, 1996 and 1995, the differences in
operating results are primarily attributable to the Company owning more hotels
in 1997 than it did in 1996 and 1995. The table below outlines the Company's
hotel properties owned as of December 31, 1997, 1996 and 1995:

<TABLE>
<CAPTION>
                                December 31, 1997                December 31, 1996                 December 31, 1995
                           --------------------------      -----------------------------      ----------------------------
                           Acquisitions    Properties      Acquisitions       Properties      Acquisitions      Properties
                              during        owned at          during           owned at          during          owned at
Type of Hotel                the year       year end          the year         year end         the period       year end
-------------              ------------    ----------      ------------       ----------      ------------      ----------
<S>                        <C>             <C>             <C>                <C>             <C>               <C>
Limited-service hotels           7             35                7                28                5               21
Extended-stay hotels             -              2                2                 2                -                -
Full-service hotels              -              1                1                 1                -                -
                                --             --               --                --               --               --
                                 7             38               10                31                5               21
                                ==             ==               ==                ==                =               ==

</TABLE>

   In order to present a more meaningful comparison of operations, the following
comparisons are presented:

   THE COMPANY:
   -  actual operating results for the year ended December 31, 1997 versus
      actual operating results for the year ended December 31, 1996;

   -  actual operating results for the year ended December 31, 1996 versus
      actual operating results for the year ended December 31, 1995;

   -  pro forma operating results for the year ended December 31, 1997 versus
      pro forma operating results for the year ended December 31, 1996, as if
      the follow-on Common Stock offerings, the Preferred Stock offering and the
      1997 and 1996 acquisitions occurred on the later of January 1, 1996 or the
      hotel opening date;

   -  pro forma operating results for the year ended December 31, 1996 versus
      pro forma operating results for the year ended December 31, 1995, as if
      the follow-on Common Stock offerings and the 1996 and 1995 acquisitions
      occurred on the later of January 1, 1995 or the hotel opening date.

   WINSTON HOSPITALITY, INC.:
   -  actual operating results for the ten months ended October 31, 1997 versus
      actual operating results for the ten months ended October 31, 1996

   -  actual operating results for the year ended December 31, 1996 versus
      actual operating results for the year ended December 31, 1995.


                                       20
<PAGE>   21

   CAPSTAR WINSTON COMPANY, L.L.C.:
   -  actual operating results for the period from October 15, 1997 (date of
      inception) through December 31, 1997.

THE COMPANY

ACTUAL - YEAR ENDED DECEMBER 31, 1997  VERSUS 
ACTUAL - YEAR ENDED DECEMBER 31, 1996

   The Company had revenues of $36,102 in 1997, consisting of $35,868 of
Percentage Lease revenues and $234 of interest and other income. Percentage
Lease revenues increased by $9,257, or 35%, in 1997 from $26,611 in 1996. This
increase was attributable to (i) $3,639 related to the 1997 Acquired Hotels;
(ii) $4,889 related to the 1996 Acquired Hotels owned for the entire 12-month
period in 1997; and (iii) an increase of $729 in lease revenues generated from
hotels acquired prior to 1996.

   Real estate taxes and property insurance costs incurred in 1997 were $2,702,
an increase of $1,055 from $1,647 in 1996. This increase was primarily
attributable to the 1997 Acquired Hotels and the 1996 Acquired Hotels that were
owned for the entire 12-month period in 1997. General and administrative
expenses increased $36 to $2,021 in 1997 from $1,985 in 1996. This increase was
attributable to additional overhead costs related to increased activities of the
Company in 1997 and approximately $265 in one-time costs incurred in 1997 with
both listing the Company's Common Stock on the NYSE and changes in the financial
management staff. These increases were partly offset by the increase in internal
time of the development and construction department devoted to development
projects and a non-recurring charge of $317 incurred in 1996 related to the
termination of a potential business combination. Interest expense increased by
$401 to $3,066 in 1997 from $2,665 in 1996. The increase was attributable to (i)
$28 related to the increase in weighted average interest rates from 1996 to
1997; (ii) $1,133 related to the increase in weighted average borrowings from
1996 to 1997; and (iii) $377 of increased amortization on line of credit fees
and unused line of credit fees in connection with the $125,000 line of credit
which was obtained in the fourth quarter of 1996. These increases were offset in
part by a $1,137 increase in capitalized interest costs from 1996 to 1997.
Depreciation increased $3,588 to $10,064 in 1997 from $6,476 in 1996, primarily
due to additional depreciation related to the 1997 Acquired Hotels, the 1996
Acquired Hotels and renovations completed during 1996 and 1997.

ACTUAL - YEAR ENDED DECEMBER 31, 1996 VERSUS 
ACTUAL - YEAR ENDED DECEMBER 31, 1995

   The Company had revenues of $26,708 in 1996, consisting of $26,611 of
Percentage Lease revenues and $97 of interest and other income. Percentage Lease
revenues increased by $9,463, or 55%, in 1996 from $17,148 in 1995. This
increase was attributable to (i) $5,460 related to the 1996 Acquired Hotels;
(ii) $2,286 related to the 1995 Acquired Hotels owned for the entire 12-month
period in 1996; and (iii) an increase of $1,717 in lease revenues generated from
the 1994 Hotels.

   Real estate taxes and property insurance costs incurred in 1996 were $1,647,
an increase of $593 from $1,054 in 1995. This increase was primarily
attributable to the 1995 Acquired Hotels that were owned for the entire 12-month
period in 1996 and the 1996 Acquired Hotels. General and administrative expenses
increased $777 to $1,985 in 1996 from $1,208 in 1995. The increase was
attributable to (i) costs related to the increase in size and activities of the
Company in 1996 over 1995; (ii) the Company becoming self-administered in 1996
and incurring costs associated therewith, offset in part by savings from costs
not incurred under its previous advisory agreement; (iii) inflationary cost
increases; and (iv) a non-recurring charge of $317 in 1996 related to the
termination of potential business combinations. Interest expense increased by
$110 to $2,665 in 1996 from $2,555 in 1995, primarily due to an increase in
weighted average outstanding borrowings in 1996 from 1995. Depreciation
increased $2,622 to $6,476 in 1996 from $3,854 in 1995, primarily due to
depreciation related to the 1996 Acquired Hotels, the 1995 Acquired Hotels and
renovations completed during 1995 and 1996.

PRO FORMA - YEAR ENDED DECEMBER 31, 1997  VERSUS 
PRO FORMA - YEAR ENDED DECEMBER 31, 1996

   The Company had pro forma revenues of $42,462 for the year ended December 31,
1997, consisting of $42,134 of pro forma Percentage Lease revenues and $328 of
pro forma interest and other income. Pro forma Percentage Lease revenues
increased by $3,652, or 9%, to $42,134 in 1997 from $38,482 in 1996. Of this
increase, $1,578 was attributable to an increase in room rates in 1997 from 1996
and $2,074 was attributable to the opening of three hotel properties in 1996.

   Pro forma real estate taxes and property insurance costs incurred in 1997
were $3,072, an increase of $544 from $2,528 in 1996. This increase was
primarily attributable to three hotel properties which opened during 1996 (the
"Newly Developed Hotels") and an increase in property tax values in 1997. Pro
forma general and administrative expenses decreased $27 to $2,056 in 1997 from
$2,083 in 1996. The decrease was attributable to a non-recurring charge of $317
in 1996 related to the termination of potential business 



                                       21
<PAGE>   22

combinations, offset in part by a non-recurring charge of $265 in 1997 related
to listing the Company's Common Stock on the NYSE and changes in the financial
management staff. Pro forma depreciation increased $1,411 to $10,920 in 1997
from $9,509 in 1996 primarily due to depreciation of the Newly Developed Hotels
and renovations completed during 1996 and 1997.

PRO FORMA YEAR ENDED DECEMBER 31, 1996  VERSUS 
PRO FORMA YEAR ENDED DECEMBER 31, 1995

   The Company had pro forma revenues of $30,501 for the year ended December 31,
1996, consisting of $30,404 of pro forma Percentage Lease revenues and $97 of
pro forma interest and other income. Pro forma Percentage Lease revenues
increased by $4,900, or 19%, to $30,404 in 1996 from $25,504 in 1995. Of this
increase, $2,446 was attributable an increase in room rates in 1996 from 1995
and $2,454 was attributable to the Newly Developed Hotels.

   Pro forma real estate taxes and property insurance costs incurred in 1996
were $1,809, an increase of $206 from $1,603 in 1995. This increase was
attributable to an increase in property taxes in 1996 offset in part by a
decrease in insurance premiums in 1996. Pro forma general and administrative
expenses increased $450 to $1,704 in 1996 from $1,254 in 1995. The increase was
attributable to the Company becoming self-administered in 1996, inflationary
cost increases and a non-recurring charge of $317 in 1996 related to the
termination of potential business combinations, offset in part by savings from
costs not incurred under its previous advisory agreement. Pro forma depreciation
increased $2,039 to $7,800 in 1996 from $5,761 in 1995 primarily due to
additional depreciation on renovations completed during 1995 and 1996.

WINSTON HOSPITALITY, INC.

ACTUAL - TEN MONTHS ENDED OCTOBER 31, 1997 VERSUS 
ACTUAL - TEN MONTHS ENDED OCTOBER 31, 1996

   Total revenues increased $19,066, or 37% to $71,089 from $52,023. This
increase was primarily attributable to an increase in room revenues of $17,512,
or 35% to $67,145 from $49,633. The increase in room revenues included: (i) an
increase of $5,220 for the 1997 Acquired Hotels; (ii) an increase of $11,275 for
the 1996 Acquired Hotels; and (iii) an increase of $1,017 for the hotels
acquired prior to 1996. Food and beverage revenue totaled $2,419 in 1997
compared to $1,240 in 1996, an increase of $1,179. This increase was
attributable primarily to the fact that the one full-service hotel was operated
for less than six of 10 months in 1996 versus 10 months in 1997.

   Winston Hospitality, Inc. had total expenses in 1997 of $69,272, up $18,507
from $50,765 in 1996. The increase was attributable primarily to the operation
of a greater number of hotels for the 10 months ended October 31, 1997 as
compared with the same period of 1996.

   In addition, the net income of Winston Hospitality, Inc. was positively
impacted during the 10 months ended October 31, 1997, when compared with the 10
months ended October 31, 1996, by the following conditions: (i) an increase in
the average daily rate from 1996; (ii) a short-term management contract for the
full-service hotel in Garland, Texas in 1996; and (iii) the unseasonably cold
weather experienced during the first quarter of 1996.

ACTUAL - YEAR ENDED DECEMBER 31, 1996 VERSUS 
ACTUAL - YEAR ENDED DECEMBER 31, 1995

   Total revenues increased $21,148, or 52% to $61,925 in 1996 from $40,777 in
1995. This increase is primarily attributable to an increase in room revenues of
$19,279, or 49% to $58,956 in 1996, from $39,677 in 1995. The increase in room
revenues was due to: (i) an increase of $11,360 for the 1996 Acquired Hotels;
(ii) an increase of $5,089 for the 1995 Acquired Hotels; and (iii) an increase
of $2,830 for the 1994 Hotels. Food and beverage revenue increased $1,547 to
$1,685 in 1996 from $138 in 1995, primarily due to one of the 1996 Acquired
Hotels being a full-service hotel.

   Winston Hospitality, Inc. had total expenses in 1996 of $61,160, up $21,915
from $39,245 in 1995. This increase was primarily attributable to the operation
of a greater number of hotels for the 12 months ended December 31, 1996 as
compared with the same period of 1995.

   In addition, the net income of Winston Hospitality, Inc. was negatively
impacted during the 12 months ended December 31, 1996 by the following
conditions: (i) the unseasonably cold weather experienced during the first
quarter of 1996; (ii) renovations at several hotels; (iii) start-up general and
administrative costs incurred in connection with managing the 1996 Acquired
Hotels; and (iv) a short-term management contract for the full-service hotel in
Garland, Texas.


                                       22
<PAGE>   23

CAPSTAR WINSTON COMPANY, L.L.C.

   During November 1997, CapStar Management Company, L.P. purchased
substantially all of the assets and assumed certain liabilities of Winston
Hospitality, Inc., including the Current Hotels' leases. Concurrent with the
purchase, CapStar Management Company, L.P. contributed/assigned the assets
purchased and liabilities assumed in the transaction to the Lessee.

   Since the Lessee was not operating prior to the purchase transaction, no
comparative data is available for CapStar Winston Company, L.L.C., and thus no
management discussion and analysis will be included herein.

LIQUIDITY AND CAPITAL RESOURCES

   The Company finances its operations from operating cash flow, which is
principally derived from Percentage Leases. For the year ended December 31,
1997, cash flow provided by operating activities was $27,811 and funds from
operations, which is equal to net income before minority interest and
non-recurring costs, plus depreciation, less preferred share distributions, was
$26,037. Under Federal income tax law provisions applicable to REITs, the
Company is required to distribute at least 95% of its taxable income to maintain
its tax status as a REIT. In 1997, the Company declared distributions of $21,032
to its shareholders. Because the Company's cash flow from operating activities
is expected to exceed its taxable income due to depreciation and amortization
expenses, the Company expects to be able to meet its distribution requirements
out of cash flow from operating activities.

   The Company's net cash used in investing activities for the year ended
December 31, 1997 totaled $82,349, primarily relating to the purchase of the
1997 Acquired Hotels and renovation of the 1996 Acquired Hotels. Further, the
Company anticipates spending an additional $4,100 in 1998 in connection with the
renovation of its Current Hotels. These expenditures are in addition to reserves
of 5% of room revenues for its limited-service hotels and 7% of room revenues
and food and beverage revenues from its full service hotel which the Company is
required to set aside under its Percentage Leases for periodic capital
improvements and the refurbishment and replacement of furniture, fixtures and
equipment at its Current Hotels. In the year ended December 31, 1997, the
Company set aside $4,229 for such reserves. These reserves are expected to be
funded from operating cash flow, and possibly from borrowings under the
Company's line of credit, which sources are expected to be adequate to fund such
capital requirements. These reserves are in addition to amounts spent on normal
repairs and maintenance which have approximated 5.2% and 5.4% of room revenues
in 1997 and 1996, respectively, and are paid by the lessee.

   The Company's net cash provided by financing activities in the year ended
December 31, 1996 totaled $54,468, including $71,506 of net proceeds from a
Preferred Stock offering in September 1997, offset in part by the payment of
distributions to shareholders of $16,789 and the payment of distributions to the
Partnership's minority interest of $1,645.

   On October 29, 1996, the Company amended and restated its line of credit with
a group of four banks led by Wachovia Bank of North Carolina, N.A., which
increased its total line of credit to $125,000, and extended the term to
November 1, 1998 (the "Amended Line"). The Company has collateralized the
Amended Line with 28 of its Current Hotels. The Amended Line bears interest
generally at LIBOR plus 1.75%. The Company's Articles of Incorporation limit its
total amount of indebtedness to 45% of the investments in hotel properties at
cost, as defined in the Articles. In connection with the 1998 Annual Meeting of
Shareholders, the Board of Directors has recommended and the shareholders will
vote on a proposal to delete the debt limitation contained in the Articles of
Incorporation in favor of a Board policy.

   The Company intends to acquire and develop additional hotel properties,
including those described below, that meet its investment criteria and is
continually evaluating acquisition opportunities. It is expected that future
hotel acquisitions will be financed, in whole or in part, from additional
follow-on offerings, from borrowings under the line of credit, from joint
venture agreements, and/or from the issuance of other debt or equity securities.
There can be no assurances that the Company will make an investment in any
additional hotel properties that meet its investment criteria.

   Under an arrangement with Promus Hotels, Inc. ("Promus"), as amended, the
Company has a purchase agreement to acquire a Homewood Suites hotel being
developed by Promus in Richmond, Virginia, has an option to purchase a limited
number of additional Promus-developed Homewood Suites hotels (which are as yet
unidentified) that Promus is obligated to offer the Company in the future, and
will require its lessee to retain Promus to manage the hotels acquired from
Promus. In addition to offering the Company the right to acquire a limited
number of hotels, Promus has agreed to invest up to $15,000 in the Company's
Common Stock (at the then-current market price per share), at the rate of $12.5
per room, as the Company acquires hotels from Promus. The Company has agreed to
use its best efforts to spend up to $100,000 toward the acquisition or
development of Promus-brand hotels, including the Homewood Suites hotel in
Richmond, any hotels acquired in the future from Promus under the arrangement,
and the five development hotels described below. In 



                                       23
<PAGE>   24

September 1996, pursuant to the terms of this arrangement and in connection with
the Company's purchase of the Homewood Suites in Clear Lake, Texas, Promus
invested approximately $1,500 for approximately 136,000 newly issued shares of
Company Common Stock.

   The Company expects to acquire the 123-suite Homewood Suites in Richmond,
Virginia upon its completion, which Promus estimates will occur during the
second quarter of 1998, for a purchase price approximating Promus' development
cost, estimated to be $8,600. Conditions to the Company's obligation to purchase
include its approval of the building specifications and Promus' completion of
construction within certain cost limitations and by a specified delivery date.
Promus has committed to purchase $1,845 in newly issued Company Common Stock at
closing.

   The Company had five hotel properties under development as of December 31,
1997. The following table sets forth certain information for each project (see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Forward Looking Statements").

<TABLE>
<CAPTION>
                                                                     EXPECTED
    HOTEL AND LOCATION       ROOMS   DEVELOPMENT COSTS (APPX.)   COMPLETION DATE
    ------------------       -----   -------------------------   ---------------
        <S>                  <C>     <C>                         <C> 
Homewood Suites
   Crabtree Valley
   Raleigh, NC                 137         $13,000                 Early 1998
Homewood Suites
   Alpharetta, GA              112          10,000                 Early 1998
Homewood Suites
   Lake Mary, FL               112          10,000                 Mid 1998
Homewood Suites
   Durham, NC                   96           9,000                 Late 1998
Courtyard by Marriott
   Winston-Salem, NC           120           8,000                 Late 1998

</TABLE>

SEASONALITY

   The Company's operations historically have been seasonal in nature,
reflecting higher REVPAR during the second and third quarters. This seasonality
and the structure of the Percentage Leases, which provide for a higher
percentage of room revenues above the minimum equal quarterly levels to be paid
as Percentage Rent, can be expected to cause fluctuations in the Company's
quarterly lease revenue under the Percentage Leases.

FORWARD LOOKING STATEMENTS

   This report contains certain "forward looking" statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended, including,
but not limited to, those paragraphs cross-referenced to this section. These
statements represent the Company's judgment and are subject to risks and
uncertainties that could cause actual operating results to differ materially
from those expressed or implied in the forward looking statements. Important
factors that could cause actual results to differ include, but are not limited
to the following: (i) risks associated with the Company's acquisition of hotels
with little or no operating history, including the risk that such hotels will
not achieve the level of revenue assumed by the Company in calculating the
respective Percentage Rent formulas; (ii) development risks, including risk of
construction delay, cost overruns, receipt of zoning, occupancy and other
required governmental permits and authorizations and the incurrence of
development costs in connection with projects that are not pursued to
completion; and (iii) factors identified in the Company's filings with the
Securities and Exchange Commission including the factors listed in the Company's
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission on August 1, 1997.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   Not applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   The financial statements required by this Item 8 are filed with this report
on Form 10-K immediately following the signature page and are listed in Item 14
of this report on Form 10-K.


                                       24
<PAGE>   25

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
         AND FINANCIAL DISCLOSURE

   Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   Information on the Company's directors is incorporated by reference from
pages 4 and 5, "Proposal 1 - Election of Directors", in the Company's Proxy
Statement to be filed with respect to the Annual Meeting of Shareholders to be
held May 5, 1998. Information on the Company's executive officers is included
under the caption "Executive Officers of the Registrant" on page 8 of this 
report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

   This information is incorporated by reference from pages 7 through 10,
"Executive Compensation", in the Company's Proxy Statement to be filed with
respect to the Annual Meeting of Shareholders to be held May 5, 1998.

ITEM 12. SHARE OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

   This information is incorporated by reference from pages 2 through 4, "Share 
Ownership of Management and Certain Beneficial Owners", in the Company's Proxy
Statement to be filed with respect to the Annual Meeting of Shareholders to be
held May 5, 1998.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   This information is incorporated by reference from pages 12 and 13,
"Certain Relationships and Related Transactions", in the Company's Proxy
Statement to be filed with respect to the Annual Meeting of Shareholders to be
held May 5, 1998.



                                       25
<PAGE>   26

PART IV

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.

<TABLE>
<CAPTION>

Financial Statements and Schedules                                                                          Form 10-K Page
----------------------------------                                                                          --------------
<S>                                                                                                         <C>
WINSTON HOTELS, INC.:

Report of Independent Accountants                                                                                 34
Consolidated Balance Sheets as of December 31, 1997 and 1996                                                      35
Consolidated Statements of Income for the years ended December 31, 1997, 1996 and 1995                            36
Consolidated Statements of Shareholders' Equity for the years ended December 31,
   1997, 1996 and 1995                                                                                            37
Consolidated Statements of Cash Flows for the years ended December 31,
   1997, 1996 and 1995                                                                                            38
Notes to Consolidated Financial Statements                                                                        39
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 1997                                   46
Notes to Schedule III                                                                                             48

WINSTON HOSPITALITY, INC.:

Report of Independent Accountants                                                                                 49
Balance Sheets as of October 31, 1997 and December 31, 1996                                                       50
Statements of Income for the ten-month periods ended October 31, 1997 and 1996 (unaudited)
   and the years ended December 31, 1996 and 1995                                                                 51
Statements of Shareholders' Equity for the period ended October 31, 1997 and
   the years ended December 31, 1996 and 1995                                                                     52
Statements of Cash Flows for the ten-month periods ended October 31, 1997 and 1996  (unaudited)
   and the years ended December 31, 1996 and 1995                                                                 53
Notes to Financial Statements                                                                                     54

CAPSTAR WINSTON COMPANY, L.L.C.:

Report of Independent Accountants                                                                                 56
Balance Sheet as of December 31, 1997                                                                             57
Statement of Operations for the period October 15, 1997 (date of inception) through
   December 31, 1997                                                                                              58
Statement of Member's Capital for the period October 15, 1997 (date of inception)
   through December 31, 1997                                                                                      59
Statement of Cash Flows for the period October 15, 1997 (date of inception) through
   December 31, 1997                                                                                              60
Notes to Financial Statements                                                                                     61

</TABLE>

(b) REPORTS ON FORM 8-K. One report on Form 8-K was filed during the fourth
    quarter of 1997: On December 10, 1997, the Company filed a report on Form
    8-K that disclosed effective November 17, 1997 and November 24, 1997, the
    Company entered into and consummated agreements with CapStar and certain
    CapStar affiliates providing for, among other things, the amendment of the
    Current Hotels' leases and the future leases of eight of the Company's
    hotels which are currently in various stages of planning and development to
    CapStar Winston Company, L.L.C., a subsidiary of CapStar. The report also
    disclosed that CapStar agreed to guarantee the obligations of the new
    lessee up to $20 million, that the shareholders of Winston Hospitality, 
    Inc., the former lessee, agreed to make certain investments in the Company, 
    and that the Company, the Partnership and Wachovia Bank, N.A., as 
    Administrative Agent, amended the Credit Agreement dated October 29, 1996.


                                       26
<PAGE>   27



(c) EXHIBITS. The exhibits required by Item 601 of Regulation S-K are listed
    below. Management contracts or compensatory plans are filed as Exhibits
    10.8, 10.41 and 10.57.

Exhibit            Description
-------            -----------

3.1(1)       Amended and Restated Articles of Incorporation

3.2(2)       Articles of Amendment to the Amended and Restated Articles of
             Incorporation effective June 14, 1995

3.3          Articles of Amendment to the Amended and Restated Articles of
             Incorporation effective September 10, 1997

3.4(1)       Amended and Restated Bylaws

4.1(1)       Specimen certificate for Common Stock, $0.01 par value per share

4.2(10)      Form of Stock Certificate for 9.25% Series A Cumulative Preferred
             Stock

4.3          Amended and Restated Articles of Incorporation as amended (see
             Exhibits 3.1, 3.2 and 3.3)

4.4          Amended and Restated Bylaws (see Exhibit 3.4)

10.1(1)      First Amended and Restated Agreement of Limited Partnership of WINN
             Limited Partnership

10.2(8)      Second Amended and Restated Agreement of Limited Partnership of
             WINN Limited Partnership

10.3(10)     Amendment No. 1 dated September 11, 1997 to Second Amended and
             Restated Agreement of Limited Partnership of WINN Limited
             Partnership

10.4         Amendment No. 2 dated December 31, 1997 to Second Amended and
             Restated Agreement of Limited Partnership of WINN Limited
             Partnership

10.5(3)      Form of Percentage Leases

10.6(11)     First Amendment to Lease dated November 17, 1997 between WINN
             Limited Partnership and CapStar Winston Company, L.L.C.

10.7(11)     First Amendment to Lease dated November 24, 1997 between WINN
             Limited Partnership and CapStar Winston Company, L.L.C.

10.8(1)      Winston Hotels, Inc. Directors' Stock Incentive Plan

10.9(3)      Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Hampton Inn
             Raleigh, North Carolina

10.10(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Hampton Inn Hilton
             Head, South Carolina

10.11(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Hampton Inn
             Chester (Richmond), Virginia

10.12(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Comfort Inn
             Fayetteville, North Carolina

10.13(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Comfort
             Inn-Durham/Chapel Hill, North Carolina


                                       27
<PAGE>   28

10.14(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Comfort
             Inn-Charleston, South Carolina

10.15(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Comfort Inn
             Chester (Richmond), Virginia

10.16(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Comfort Inn
             Augusta, Georgia

10.17(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Quality Suites
             Charleston, South Carolina

10.18(3)     Limitation of Future Hotel Ownership and Development Agreement

10.19(4)     Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
             Inc. and WINN Limited Partnership for the Hampton Inn-Raleigh,
             North Carolina

10.20(4)     Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
             Inc. and WINN Limited Partnership for the Comfort Inn-Charleston,
             South Carolina

10.21(4)     Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
             Inc. and WINN Limited Partnership for the Comfort
             Inn-Clearwater/St. Petersburg, Florida

10.22(4)     Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
             Inc. and WINN Limited Partnership for the Comfort Inn-Augusta,
             Georgia

10.23(4)     Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
             Inc. and WINN Limited Partnership for the Quality
             Suites-Charleston, South Carolina

10.24(5)     Memorandum of Understanding, dated March 15, 1996, among Winston
             Hotels, Inc., Winston Hospitality, Inc. and Promus Hotels, Inc.

10.25(5)     Stock Purchase Agreement, dated April 24, 1996, between Promus
             Hotels, Inc. and Winston Hotels, Inc.

10.26(5)     Agreement of Purchase and Sale, dated April 24, 1996, between WINN
             Limited Partnership and Promus Hotels, Inc. relating to three hotel
             properties being developed by Promus Hotels, Inc.

10.27(5)     Agreement of Purchase and Sale, dated April 24, 1996, relating to a
             hotel property located in Clear Lake, Texas.

10.28(5)     Option to Purchase Additional Hotels, dated April 24, 1996, between
             WINN Limited Partnership and Promus Hotels, Inc.

10.29(5)     Agreement of Purchase and Sale, dated February 1, 1996, among WINN
             Limited Partnership, Dallas Lodging Associates, Inc., A.B. Lodging
             Associates, Inc., London Lodging Associates and Duncanville Lodging
             Associates I, Ltd.

10.30(5)     Management Agreement, dated April 25, 1996, between Winston
             Hospitality, Inc. and Impac Hotel Group, Inc.

10.31(5)     Agreement of Purchase and Sale, dated April 24, 1996, between WINN
             Limited Partnership and Cary Suites, Inc.

                                       28
<PAGE>   29

10.32(5)     Agreement of Purchase and Sale, dated April 24, 1996, between WINN
             Limited Partnership and RWW, Inc.

10.33(5)     Agreement of Purchase and Sale, dated April 24, 1996, between WINN
             Limited Partnership and WJS Associates.

10.34(5)     Agreement of Purchase and Sale, dated April 24, 1996, between WINN
             Limited Partnership and Hotel II, Incorporated.

10.35(5)     Sales Contract, dated March 31, 1996, among WINN Limited
             Partnership, Louis Bowie and Title Company of North Carolina.

10.36(5)     Sales Contract, dated February 9, 1996, among WINN Limited
             Partnership, Russell Parman, Ruby Parman and Title Company of North
             Carolina.

10.37(6)     Amendment No. 1 to Stock Purchase Agreement, dated as of August 7,
             1996, by and between Promus Hotels, Inc. and Winston Hotels, Inc.
             amending the Stock Purchase Agreement, dated April 24, 1996, by and
             between Promus Hotels, Inc. and Winston Hotels, Inc.

10.38(6)     Amendment to Agreement of Purchase and Sale, dated as of August 7,
             1996, by and between WINN Limited Partnership and Promus Hotels,
             Inc., amending the Agreement of Purchase and Sale, dated April 24,
             1996, by and between WINN Limited Partnership and Promus Hotels,
             Inc. relating to three hotel properties being developed by Promus
             Hotels, Inc.

10.39(6)     Amendments to Agreement of Purchase and Sale, dated May 21, 1996
             and August 7, 1996, by and between WINN Limited Partnership and
             Promus Hotels, Inc. amending the Agreement of Purchase and Sale,
             dated April 24, 1996, by and between WINN Limited Partnership and
             Promus Hotels, Inc., relating to a hotel property being developed
             in Clear Lake, Texas.

10.40(6)     First Amendment to Option to Purchase Additional Hotels, dated as
             of August 7, 1996, by and between Promus Hotels, Inc. and WINN
             Limited Partnership, amending the Option to Purchase Additional
             Hotels, dated April 24, 1996, by and between WINN Limited
             Partnership and Promus Hotels, Inc.

10.41(6)     Winston Hotels, Inc. Stock Incentive Plan, as amended and restated
             on May 28, 1996.

10.42(7)     Credit Agreement, dated as of October 29, 1996, among Winston
             Hotels, Inc., WINN Limited Partnership, the banks listed therein,
             Wachovia Bank of North Carolina, N.A., as Collateral Agent and
             Wachovia Bank of Georgia, N.A., as Administrative Agent (the
             "Credit Agreement").

10.43(7)     Promissory Note, dated October 29, 1996, from Winston Hotels, Inc.
             and WINN Limited Partnership to Branch Banking and Trust Company
             for the principal sum of $35,000,000 pursuant to the Credit
             Agreement.

10.44(7)     Promissory Note, dated October 29, 1996, from Winston Hotels, Inc.
             and WINN Limited Partnership to Nationsbank, N.A. for the principal
             sum of $20,000,000 pursuant to the Credit Agreement.

10.45(7)     Promissory Note, dated October 29, 1996, from Winston Hotels, Inc.
             and WINN Limited Partnership to Southtrust Bank of Alabama, N.A.
             for the principal sum of $20,000,000 pursuant to the Credit
             Agreement.

                                       29
<PAGE>   30

10.46(7)     Promissory Note, dated October 29, 1996, from Winston Hotels, Inc.
             and WINN Limited Partnership to Wachovia Bank of North Carolina,
             N.A. for the principal sum of $50,000,000 pursuant to the Credit
             Agreement.

10.47(7)     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).

10.48(9)     Redemption and Registration Rights Agreement, dated as of July 14,
             1997 by and among WINN Limited Partnership, Winston Hotels, Inc.,
             certain partnerships listed and certain partners or designees
             thereof listed therein.

10.49(9)     Contribution and Exchange Agreement dated as of June 1997 between
             BHI Limited Partnership and W. Spring Limited Partnership, as
             Contributor, and WINN Limited Partnership and Winston Hotels, Inc.

10.50(9)     Reinstatement of Agreement of Purchase and Sale and Amendment,
             dated as of July 22, 1997 between WINN Limited Partnership and Park
             Hotel, Limited.

10.51(9)     Agreement of Purchase and Sale dated as of March 25, 1997 between
             WINN Limited Partnership and Park Hotel, Limited.

10.52(9)     Agreement of Purchase and Sale dated as of March 17, 1997 between
             WINN Limited Partnership and WHB Hotel Corp., Ltd.

10.53(11)    Letter Agreement dated November 17, 1997 between WINN Limited
             Partnership and CapStar Winston Company, L.L.C.

10.54(11)    Guaranty dated November 17, 1997 between CapStar Hotel Company,
             WINN Limited Partnership and Winston Hotels, Inc.

10.55(11)    Investment Agreement dated November 17, 1997 between Winston
             Hotels, Inc., Robert W. Winston, III and John B. Harris, Jr.

10.56(11)    First Amendment to Credit Agreement dated November 17, 1997 between
             Winston Hotels, Inc., WINN Limited Partnership, Wachovia Bank,
             N.A., Branch Banking and Trust Company, NationsBank, N.A., and
             SouthTrust Bank, N.A.

10.57        Employment Agreement, dated July 31, 1997, by and between Kenneth
             R. Crockett and Winston Hotels, Inc.

23           Consent of Independent Accountants.

24           Powers of Attorney.

27.1         Financial Data Schedule to the Company's Form 10-K for the year
             ended December 31, 1997.

27.2         Restated Financial Data Schedule to the Company's Form 10-Q as
             filed with the Securities and Exchange Commission on November 14, 
             1997 due to the change in the earnings per share calculation as a
             result of the adoption of Statement of Financial Accounting 
             Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.3         Restated Financial Data Schedule to the Company's Form 10-Q as
             filed with the Securities and Exchange Commission on August 8, 
             1997, due to the change in the earnings per share calculation as 
             a result of the adoption of Statement of Financial Accounting 
             Standards No. 128, "Earnings Per Share," 

                                       30
<PAGE>   31

             on December 31, 1997.

27.4         Restated Financial Data Schedule to the Company's Form 10-Q as
             filed with the Securities and Exchange Commission on May 13, 
             1997, due to the change in the earnings per share calculation as 
             a result of the adoption of Statement of Financial Accounting 
             Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.5         Restated Financial Data Schedule to the Company's Form 10-K as
             filed with the Securities and Exchange Commission on March 27, 
             1997, due to the change in the earnings per share calculation as 
             a result of the adoption of Statement of Financial Accounting 
             Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.6         Restated Financial Data Schedule to the Company's Form 10-Q as
             filed with the Securities and Exchange Commission on November 12, 
             1996, due to the change in the earnings per share calculation as 
             a result of the adoption of Statement of Financial Accounting 
             Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.7         Restated Financial Data Schedule to the Company's Form 10-Q as
             filed with the Securities and Exchange Commission on August 14, 
             1996, due to the change in the earnings per share calculation as 
             a result of the adoption of Statement of Financial Accounting 
             Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.8         Restated Financial Data Schedule to the Company's Form 10-Q as
             filed with the Securities and Exchange Commission on May 14, 
             1996, due to the change in the earnings per share calculation as 
             a result of the adoption of Statement of Financial Accounting 
             Standards No. 128, "Earnings Per Share," on December 31, 1997.


(1)  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.

(2)  Exhibit to the Company's Quarterly Report on Form 10-Q as filed with the
     Securities and Exchange Commission on August 11, 1995 and incorporated
     herein by reference.

(3)  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.

(4)  Exhibits to the Company's Annual Report on Form 10-K as filed with the
     Securities and Exchange Commission on March 15, 1996 and incorporated
     herein by reference.

(5)  Exhibits to the Company's Quarterly Report on Form 10-Q as filed with
     the Securities and Exchange Commission on May 14, 1996 and incorporated
     herein by reference.

(6)  Exhibits to the Company's Quarterly Report on Form 10-Q as filed with
     the Securities and Exchange Commission on August 14, 1996 and incorporated
     herein by reference.

(7)  Exhibits to the Company's Annual Report on Form 10-K as filed with the
     Securities and Exchange Commission on March 27, 1997 and incorporated
     herein by reference.

(8)  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.

(9)  Exhibits to the Company's Quarterly Report on Form 10-Q as filed with
     the Securities and Exchange Commission on August 8, 1997 and incorporated
     herein by reference.

                                       31
<PAGE>   32

(10) 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.

(11) 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.



                                       32
<PAGE>   33

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       WINSTON HOTELS, INC.

                                       By: /s/ Robert W. Winston, III
                                           -------------------------------------
                                           Robert W. Winston, III
                                           Chief Executive Officer and President

                                       Date:  March 27, 1998


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated. 

<TABLE>
<CAPTION>
Signature                    Title                               Date
---------                    -----                               ----

<S>                          <C>                                 <C> 
*   Charles M. Winston       Chairman of the Board of Directors  March 27, 1998
---------------------------
Charles M. Winston

/s/ Robert W. Winston, III   Chief Executive Officer,            March 27, 1998
---------------------------  President, Director and Secretary
Robert W. Winston, III       (Principal Executive Officer)
                                

/s/ James D. Rosenberg       Chief Operating Officer and Chief   March 27, 1998
---------------------------  Financial Officer
James D. Rosenberg              

/s/ Brent V. West            Vice President and Controller       March 27, 1998
---------------------------
Brent V. West

*   Edwin B. Borden          Director                            March 27, 1998
---------------------------
Edwin B. Borden

*   Thomas F. Darden, II     Director                            March 27, 1998
---------------------------
Thomas F. Darden, II

*   Richard L. Daugherty     Director                            March 27, 1998
---------------------------
Richard L. Daugherty

*   Paul Fulton              Director                            March 27, 1998
---------------------------
Paul Fulton

*   James H. Winston         Director                            March 27, 1998
---------------------------
James H. Winston

*   David C. Sullivan        Director                            March 27, 1998
---------------------------
David C. Sullivan


*By /s/ Robert W. Winston, III
    ----------------------------------------
    Robert W. Winston, III, Attorney-in-Fact

*By /s/ James D. Rosenberg
    ----------------------------------------
    James D. Rosenberg, Attorney-in-Fact

</TABLE>



                                       33
<PAGE>   34


                        REPORT OF INDEPENDENT ACCOUNTANTS

The Board of Directors and Shareholders
Winston Hotels, Inc.

   We have audited the accompanying consolidated balance sheets of Winston
Hotels, Inc. as of December 31, 1997 and 1996, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the three
years in the period ended December 31, 1997. Our audits also included the
financial statement schedule of Winston Hotels, Inc. as listed on the index and
included in this Form 10-K. These financial statements and financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and the financial
statement schedule based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Winston Hotels,
Inc. as of December 31, 1997 and 1996, and the consolidated results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.
In addition, in our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.


                                                     COOPERS & LYBRAND L.L.P.

Raleigh, North Carolina
January 11, 1998


                                       34
<PAGE>   35

                              WINSTON HOTELS, INC.
                           CONSOLIDATED BALANCE SHEETS
                        As Of December 31, 1997 And 1996
                   ($ in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                     ASSETS
                                                                                          1997            1996
                                                                                          ----            ----
<S>                                                                                       <C>             <C>      
Investment in hotel properties:
     Land                                                                              $  27,504       $  20,639
     Buildings and improvements                                                          224,535         166,664
     Furniture and equipment                                                              22,528          15,749
                                                                                       ---------       ---------
     Operating properties                                                                274,567         203,052
     Less accumulated depreciation                                                        21,572          11,508
                                                                                       ---------       ---------
                                                                                         252,995         191,544
     Properties under development                                                         26,490           5,138
                                                                                       ---------       ---------
          Net investment in hotel properties                                             279,485         196,682
Corporate FF&E, net                                                                           23            --
Cash and cash equivalents                                                                    164             234
Lease revenue receivable                                                                   5,682           4,611
Deferred expenses, net                                                                     1,403           1,362
Prepaid expenses and other assets                                                          1,070             613
                                                                                       ---------       ---------

                     Total assets                                                      $ 287,827       $ 203,502
                                                                                       =========       =========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Due to banks                                                                           $  44,081       $  42,800
Accounts payable and accrued expenses                                                      3,527           3,190
Distributions payable                                                                      6,950           4,352
Minority interest in Partnership                                                          15,779          11,347
                                                                                       ---------       ---------
                     Total liabilities                                                    70,337          61,689
                                                                                       ---------       ---------

Commitments (Note 10)

Shareholders' equity:
     Preferred stock, $.01 par value, 10,000,000 shares authorized, 
       3,000,000 and 0 shares issued and outstanding (liquidation
       preference of $77,100)                                                                 30            --
     Common stock, $.01 par value, 50,000,000 shares authorized, 
       16,194,480 and 15,799,580 shares issued and outstanding                               162             158
     Additional paid-in capital                                                          223,427         145,216
     Unearned directors' compensation                                                       (106)           (181)
     Distributions in excess of earnings                                                  (6,023)         (3,380)
                                                                                       ---------       ---------
                     Total shareholders' equity                                          217,490         141,813
                                                                                       ---------       ---------

                     Total liabilities and shareholders' equity                        $ 287,827       $ 203,502
                                                                                       =========       =========

</TABLE>




    The accompanying notes are an integral part of the financial statements.


                                       35
<PAGE>   36

                              WINSTON HOTELS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
              For The Years Ended December 31, 1997, 1996 And 1995
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                        1997         1996        1995
                                                        ----         ----        ----
<S>                                                     <C>          <C>         <C>    
Revenue:
     Percentage lease revenue                          $35,868     $26,611     $17,148
     Interest and other income                             234          97         442
                                                       -------     -------     -------
         Total revenue                                  36,102      26,708      17,590
                                                       -------     -------     -------

Expenses:
     Real estate taxes and property and casualty
       insurance                                         2,702       1,647       1,054
     General and administrative                          2,021       1,985       1,208
     Interest                                            3,066       2,665       2,555
     Depreciation                                       10,064       6,476       3,854
     Amortization                                          176         147         117
                                                       -------     -------     -------
         Total expenses                                 18,029      12,920       8,788
                                                       -------     -------     -------
         Income before allocation to minority
           interest                                     18,073      13,788       8,802
Income allocation to minority interest                   1,329         786         417
                                                       -------     -------     -------

         Net income                                     16,744      13,002       8,385
Preferred stock distribution                             2,100        --          --
                                                       -------     -------     -------

Net income applicable to common
  shareholders                                         $14,644     $13,002     $ 8,385
                                                       =======     =======     =======

Earnings per share:
     Net income per common share                       $  0.92     $  1.01     $  0.96
                                                       =======     =======     =======
     Net income per common share assuming 
       dilution                                        $  0.91     $  1.00     $  0.96
                                                       =======     =======     =======
     Weighted average number of common shares           15,990      12,922       8,715
                                                       =======     =======     =======
     Weighted average number of common shares
       assuming dilution                                17,555      13,768       9,167
                                                       =======     =======     =======

</TABLE>




    The accompanying notes are an integral part of the financial statements.


                                       36
<PAGE>   37

                              WINSTON HOTELS, INC.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
              For The Years Ended December 31, 1997, 1996 And 1995
                    (in thousands, except per share amounts)



<TABLE>
<CAPTION>
                                                                                              UNEARNED   DISTRIBU-                 
                                             COMMON STOCK     PREFERRED STOCK   ADDITIONAL   DIRECTORS'  TIONS IN         TOTAL
                                            ---------------   ---------------    PAID-IN      COMPEN-    EXCESS OF     SHAREHOLDERS'
                                            SHARES  DOLLARS   SHARES   DOLLARS   CAPITAL       SATION    EARNINGS        EQUITY
                                            ------  -------   ------   -------   --------    ----------  ---------     ---------
<S>                                         <C>     <C>       <C>      <C>       <C>         <C>         <C>           <C>
Balances at December 31, 1994               6,775     $ 68      --       $--     $ 55,805     $(331)     $ (1,837)     $  53,705

Issuance of shares                          3,105       31      --        --       27,183      --            --           27,214
Distributions ($0.93 per share)              --        --       --        --         --        --          (8,507)        (8,507)
Unearned compensation amortization           --        --       --        --         --          75          --               75
Net income                                   --        --       --        --         --        --           8,385          8,385
                                           ------     ----     -----     ---     --------     -----      --------      ---------
Balances at December 31, 1995               9,880       99      --        --       82,988      (256)       (1,959)        80,872

Issuance of shares                          5,919       59      --        --       60,532      --            --           60,591
Adjustment to minority interest              --        --       --        --        1,696      --            --            1,696
Distributions ($1.005 per share)             --        --       --        --         --        --         (14,423)       (14,423)
Unearned compensation amortization           --        --       --        --         --          75          --               75
Net income                                   --        --       --        --         --        --          13,002         13,002
                                           ------     ----     -----     ---     --------     -----      --------      ---------
Balances at December 31, 1996              15,799      158      --        --      145,216      (181)       (3,380)       141,813

Issuance of shares                            395        4     3,000      30       76,451      --            --           76,485
Adjustment to minority interest              --        --       --        --        1,760      --            --            1,760
Distributions ($1.08 per common share)       --        --       --        --         --        --         (17,287)       (17,287)
Distributions ($0.70 per preferred           --        --       --        --         --        --          (2,100)        (2,100)
     share)
Unearned compensation amortization           --        --       --        --         --          75          --               75
Net income                                   --        --       --        --         --        --          16,744         16,744
                                           ------     ----     -----     ---     --------     -----      --------      ---------
Balances at December 31, 1997              16,194     $162     3,000     $30     $223,427     $(106)     $ (6,023)     $ 217,490
                                           ======     ====     =====     ===     ========     =====      ========      =========

</TABLE>



    The accompanying notes are an integral part of the financial statements.


                                       37
<PAGE>   38

                              WINSTON HOTELS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For The Years Ended December 31, 1997, 1996 And 1995
                                ($ in thousands)

<TABLE>
<CAPTION>
                                                                         1997          1996          1995
                                                                         ----          ----          ----
<S>                                                                      <C>           <C>           <C>     
Cash flows from operating activities:
   Net income                                                         $ 16,744      $ 13,002      $  8,385
      Adjustments to reconcile net income to net cash provided by
      operating activities:
         Minority interest                                               1,329           786           417
         Depreciation                                                   10,064         6,476         3,854
         Amortization                                                      516           321           196
         Unearned compensation amortization                                 75            75            75
      Changes in assets and liabilities:
         Lease revenue receivable                                       (1,071)       (2,064)       (1,159)
         Prepaid expenses and other assets                                (457)         (168)          (88)
         Accounts payable and accrued expenses                             611           301           948
                                                                      --------      --------      --------
                  Net cash provided by operating activities             27,811        18,729        12,628
                                                                      --------      --------      --------

Cash flows from investing activities:
   Franchise fees paid                                                    (408)         (565)         (216)
   Deferred acquisition costs                                              (64)          (18)          (77)
   Investment in hotel properties                                      (81,877)      (74,031)      (35,766)
                                                                      --------      --------      --------
                  Net cash used in investing activities                (82,349)      (74,614)      (36,059)
                                                                      --------      --------      --------

Cash flows from financing activities:
   Purchase of interest rate cap agreements                                (69)         --            (261)
   Fees paid to increase and extend the line of credit                     (16)         (563)         (130)
   Net proceeds from issuance of common stock                              200        59,091        27,443
   Net proceeds from issuance of preferred stock                        71,506          --            --
   Payment of distributions to common shareholders                     (16,789)      (13,062)       (7,261)
   Payment of distributions to minority interest                        (1,645)         (643)         (378)
   Net increase in line of credit borrowing                              1,281         8,800         5,400
                                                                      --------      --------      --------
                   Net cash provided by financing activities            54,468        53,623        24,813
                                                                      --------      --------      --------

Net increase (decrease) in cash and cash equivalents                       (70)       (2,262)        1,382

Cash and cash equivalents at beginning of period                           234         2,496         1,114
                                                                      --------      --------      --------
Cash and cash equivalents at end of period                            $    164      $    234      $  2,496
                                                                      ========      ========      ========

Supplemental disclosure:
         Cash paid for interest                                       $  4,044      $  2,158      $  2,517
                                                                      ========      ========      ========

Summary of non-cash investing and financing activities:
   Investment in hotel properties payable                             $  1,134      $  1,315      $  1,187
   Distributions declared but not paid                                   6,950         4,352         2,785
   Issuance of shares in exchange for hotel properties/minority
     interest units                                                      4,799         1,500          --
   Issuance of units in exchange for hotel properties                   11,287         9,555          --
   Adjustment to minority interest due to follow-on offerings and
     issuance of partnership units in connection with the
     acquisition of hotel properties                                     1,760         1,696          --

</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                       38
<PAGE>   39

                              WINSTON HOTELS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)

1.   ORGANIZATION:

   Winston Hotels, Inc. ("WHI") operates so as to qualify as a real estate
investment trust ("REIT") for federal income tax purposes. During 1994, WHI
completed an initial public offering ("IPO") of $0.01 par value common stock
("Common Stock"), utilizing the majority of the proceeds to acquire one hotel
and a general partnership interest (as the sole general partner) in WINN Limited
Partnership (the "Partnership"). The Partnership used a substantial portion of
the proceeds to acquire nine hotel properties (collectively the ten hotels are
the "Initial Hotels"). The Initial Hotels were acquired from affiliates of WHI
(the "Winston Affiliates"). WHI and the Partnership (collectively the "Company")
began operations as a REIT on June 2, 1994.

   During 1995 and 1996, WHI completed follow-on Common Stock offerings, as well
as a Preferred Stock offering in September 1997, and invested the net proceeds
from these offerings in the Partnership. The Partnership utilized the proceeds
to acquire 28 additional hotel properties (see Note 3). As of December 31, 1997,
WHI's ownership in the Partnership was 90.15% (see Note 6). As of December 31,
1997, the Company owned 38 hotel properties (the "Current Hotels"), primarily in
the Southeast region of the United States. The Current Hotels are leased,
pursuant to separate percentage operating lease agreements (the "Percentage
Leases"), to CapStar Winston Company, L.L.C. (the "Lessee"), an affiliate of
CapStar Hotel Company ("CapStar").

   Prior to November 17, 1997, the Current Hotels were leased pursuant to the
Percentage Leases to Winston Hospitality, Inc. On November 17, 1997 and November
24, 1997, CapStar Management Company, L.P. purchased substantially all of the
assets and assumed certain liabilities of Winston Hospitality, Inc., including
the Current Hotels' leases. CapStar Management Company, L.P. is an affiliate of
CapStar. Concurrent with the transaction, the leases were assigned to the Lessee
and the terms of the leases were extended to 15 years from the date of the
transaction.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

   Principles of Consolidation. The consolidated financial statements include
the accounts of WHI and the Partnership. All significant inter-company balances
and transactions have been eliminated.

   Investment in Hotel Properties. Hotel properties are recorded at cost and are
depreciated using the straight-line method over estimated useful lives of the
assets of 5 and 30 years for furniture and equipment, and buildings and
improvements, respectively. Upon disposition, both the assets and accumulated
depreciation accounts are relieved and the related gain or loss is credited or
charged to the income statement. Repairs and maintenance of hotel properties are
paid by the Lessee.

   The Company evaluates long-lived assets for potential impairment by analyzing
the operating results, trends and prospects for the Company and considering any
other events and circumstances which might indicate potential impairment.

   Cash and Cash Equivalents. All highly liquid investments with a maturity of
three months or less when purchased are considered to be cash equivalents.

   Deferred Expenses. Included in deferred expenses are franchise fees, loan
costs, and amounts paid for interest rate caps, all of which are recorded at
cost. Amortization of franchise fees is computed using the straight-line method
over ten years. Amortization of loan costs and interest rate caps, computed
using the straight-line method over the period of the related revolving credit
and interest rate cap agreements, are included in interest expense.

   Minority Interest in Partnership. Certain hotel properties have been
acquired, in part, by the Partnership, through the issuance of limited
partnership units of the Partnership. The equity interest in the Partnership
created by these transactions represents the Company's minority interest
liability. The Company's minority interest is: (i) increased or decreased by its
pro-rata share of the net income or net loss, respectively, of the Partnership;
(ii) decreased by distributions; and (iii) adjusted to equal the net equity of
the Partnership multiplied by the limited partners' ownership percentage
immediately after each issuance of units of the Partnership through an
adjustment to additional paid-in capital.

   Earnings Per Share. The Company adopted Statement of Financial Accounting
Standards No. 128, "Earnings per Share" ("SFAS No. 128") on December 31, 1997
(see Note 7). SFAS No. 128 requires the Company to change its method of
computing, presenting and disclosing earnings per share information. The Company
is now required to show both net income per common share and net 


                                       39
<PAGE>   40

income per common share assuming dilution. Net income per common share is
computed by dividing net income applicable to common shareholders by the
weighted-average number of common shares outstanding during the period. Net
income per common share assuming dilution is computed by dividing income before
allocation to minority interest by the weighted average number of common shares
assuming dilution during the period. Weighted average number of common shares
assuming dilution includes common shares and dilutive common share equivalents,
primarily redeemable limited partnership units (see Note 6) and stock options.

   Distributions. The ability to pay regular quarterly distributions is
dependent upon receipt of distributions from the Partnership, which in turn are
dependent upon the results of operations of the Partnership's properties.

   Income Taxes. The Company qualifies as a REIT under Section 856 to 860 of the
Internal Revenue Code and therefore no provision for federal income taxes has
been reflected in the financial statements.

   Earnings and profits, which determine the taxability of distributions to
shareholders, differ from net income reported for financial reporting purposes
due to the differences for federal tax purposes in the estimated useful lives
used to compute depreciation and the carrying value (basis) of the investment in
hotel properties. Additionally, certain costs associated with the IPO are
treated differently for federal tax purposes than for financial reporting
purposes. At December 31, 1997, the net tax basis of the Company's assets and
liabilities was approximately $14,200 less than the amounts reported in the
accompanying consolidated financial statements.

   For federal income tax purposes, 1997 distributions amounted to $1.08 per
common share, four percent of which is considered a return of capital.

   Fair Value of Financial Instruments. The value of interest rate cap
agreements fluctuates with interest rates. As of December 31, 1997 and 1996,
interest rates related to the contract period were below the contract rates, and
therefore these contracts were estimated to have nominal current fair value as
of that date. Due to banks consists of a line of credit which reprices
periodically to allow for the fair value to equal the carrying value. The
Company's remaining assets and liabilities are not considered financial
instruments.

   Concentration of Credit Risk. The Company places cash deposits at federally
insured depository institutions. At December 31, 1997, bank account balances
exceeded federal depository insurance limits by approximately $52.

   Reclassifications. Certain reclassifications have been made to the 1995 and
1996 financial statements to conform with the 1997 presentation. These
reclassifications have no effect on net income or shareholders' equity
previously reported.

   Estimates. The preparation of the consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts of assets and liabilities
and the disclosure of contingent assets and liabilities as of the balance sheet
dates and the reported amounts of revenues and expenses during the periods
reported. Actual results could differ from those estimates.

   Adoption of New Accounting Pronouncements. The Company will adopt Statement
of Financial Standards No. 130 "Reporting Comprehensive Income" ("SFAS No. 130")
for its 1998 fiscal year. SFAS No. 130 requires the Company to display an amount
representing the total comprehensive income for the period in a financial
statement which is displayed with the same prominence as other financial
statements. Upon adoption, all prior period data presented will be restated to
conform to the provisions of SFAS No. 130. This statement is not expected to
have a material impact on the Company's financial statements.

   The Company will adopt Statement of Financial Standards No. 131 "Disclosures
about Segments of an Enterprise and Related Information" ("SFAS No. 131") for
its 1998 fiscal year. SFAS No. 131 requires the Company to report selected
information about operating segments in its financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas and major customers. This statement is
not expected to have a material impact on the Company's financial statements.

3.    HOTEL PROPERTIES:

   The Company owned 38 hotels, consisting of 5,124 rooms, as of December 31,
1997. The Company's acquisition of hotel properties for the years 1997, 1996 and
1995 are summarized as follows:


                                       40
<PAGE>   41

<TABLE>
<CAPTION>
                                          NUMBER OF              NUMBER OF
    YEAR           PURCHASE COST      HOTEL PROPERTIES         ROOMS/SUITES
    ----           -------------      ----------------         ------------
   <S>             <C>                <C>                      <C>
    1995             $ 33,107                  5                    680
    1996*              73,200                 10                  1,322
    1997               62,625                  7                  1,096
                     --------                 --                  -----

    Total            $168,932                 22                  3,098
                     ========                 ==                  =====
</TABLE>

   *  Includes $38,313 paid to Winston Affiliates for the acquisition of four
      hotels with 534 rooms/suites.

   The Partnership issued 722,024 limited partnership units in connection with
the acquisition of three hotels acquired in 1996 from Winston Affiliates. These
affiliates agreed to reduce the purchase prices for the hotels by returning up
to $9,555 of units, in the event the Company's aggregate yield, as defined, from
these hotels in the first 12 months of ownership was less than 13%. At December
31, 1997, the Company's aggregate yield, as defined, from these hotels in the
first 12 months of ownership was 13.8%, thus none of the units were returned.

   All acquisitions were accounted for by the purchase method of accounting and
results of operations for these hotels are included in the Consolidated
Statements of Income for the period in which they were owned by the Company. The
following unaudited pro forma financial information assumes the acquisitions
were acquired as of the later of January 1, 1996 or their date of opening, and
the 1996 follow-on Common Stock and the 1997 Preferred Stock offerings took
place on January 1, 1996:

<TABLE>
<CAPTION>
                                                                             Pro forma for the
                                                                          year ended December 31,
                                                                        ----------------------------
                                                                           1997              1996
                                                                           -----             ----

        <S>                                                                <C>               <C>
        Percentage lease and other revenue                              $    42,462      $    38,754
                                                                        -----------      -----------
        Expenses:
           Real estate taxes and property and
            casualty insurance                                                3,072            2,528
           General and administrative                                         2,056            2,083
           Depreciation                                                      10,920            9,509
           Amortization                                                         195              195
           Interest expense                                                     727              385
                                                                        -----------      -----------
             Total expense                                                   16,970           14,700
                                                                        -----------      -----------
             Income before allocation to minority interest                   25,492           24,054
        Income allocation to minority interest                                2,005            2,044
        Preferred stock distribution                                          6,938            6,938
                                                                        -----------      -----------
             Net income applicable to common shareholders               $    16,549      $    15,072
                                                                        ===========      ===========

        Net income per common share                                     $      1.03      $      0.95
                                                                        ===========      ===========

        Net income per common share assuming dilution                   $      1.03      $      0.95
                                                                        ===========      ===========

        Weighted average number of common shares                         15,990,096       15,789,332
                                                                        ===========      ===========

        Weighted average number of common shares assuming dilution       18,034,235       15,821,949
                                                                        ===========      ===========
</TABLE>

   The 1996 weighted average number of common shares assuming dilution does not
include the conversion of partnership units, as they were anti-dilutive.


                                       41
<PAGE>   42

4.   DEFERRED EXPENSES:

   At December 31, 1997 and 1996 deferred expenses consist of:

<TABLE>
<CAPTION>
                                                              1997        1996
                                                              ----        ----
      <S>                                                     <C>         <C>   
       Franchise fees                                        $1,254     $  848
       Line of credit fees                                      658        779
       Interest rate caps                                        69        149
       Acquisition costs                                         86         21
                                                             ------     ------
                                                              2,067      1,797
       Less accumulated amortization                            664        435
                                                             ------     ------
       Deferred expenses, net                                $1,403     $1,362
                                                             ======     ======
</TABLE>

   During 1995, the Company entered into interest rate cap agreements to
eliminate the exposures to increases in 90-day LIBOR over 7.25%, and therefore
from exposures in interest rate increases under the collateralized line of
credit over 8.50%, on $30,000, for the period May 30, 1995 through May 30, 1997.
During 1997, the Company entered into interest rate cap agreements to eliminate
the exposure to increases in 90-day LIBOR over 6.25%, and therefore from its
exposure to interest rate increases over 8.00% under its line of credit, on a
principal balance of $40 million for the period June 4, 1997, through June 4,
1998.

5.  DUE TO BANKS:

   In October 1996, the Company amended and restated its line of credit with a
group of four banks led by Wachovia Bank of North Carolina, N.A., and extended
the term to November 1, 1998 (the "Amended Line"). The Company has
collateralized the Amended Line with 28 of its Current Hotels, which provide
borrowing availability up to a maximum of $125,000. Interest on borrowings is
generally at LIBOR plus 1.75% and is payable quarterly in arrears. As of
December 31, 1997 and 1996 the weighted average interest rate on the outstanding
balance under the line of credit was 7.55% and 7.20%, respectively. A commitment
fee of 0.0625% is also paid quarterly on the unused portion of the line of
credit. During the years ended December 31, 1997, 1996 and 1995, the Company
capitalized interest of $1,284, $148 and $0, respectively, related to hotels
under development.

   The Amended Line requires approval of the use of proceeds to certain
geographic areas with respect to future hotel acquisitions. It also requires
maintenance of certain financial ratios including liquidity and net worth.

   The Company's Articles of Incorporation limit its total amount of
indebtedness to 45% of the purchase prices paid by the Company for its
investments in hotel properties, as defined.

6.   CAPITAL STOCK:

   On September 11, 1997, the Company issued 3,000,000 shares of 9.25% Series A
Cumulative Preferred Stock ($25 liquidation preference per share plus unpaid
cumulative distributions). Except in the event of certain occurrences, the
preferred shares are not redeemable prior to September 28, 2001. The Company
used the net proceeds from the offering of approximately $71,500 to pay down
most of the then outstanding debt under its line of credit, and thereby created
additional borrowing capacity to finance the acquisition and development of
additional hotel properties.

   Pursuant to the Partnership Agreement, the holders of limited partnership
units have certain redemption rights (the "Redemption Rights") which enable them
to cause the Partnership to redeem their units in the Partnership in exchange
for shares of Common Stock on a one-for-one basis or, in certain circumstances,
for cash. The number of shares issuable upon exercise of the Redemption Rights
will be adjusted upon the occurrence of stock splits, mergers, consolidations or
similar pro-rata share transactions, which otherwise would have the effect of
diluting the ownership interests of the limited partners or the shareholders of
WHI. As of December 31, 1997, the Partnership had 17,963,873 units outstanding,
of which 16,194,480 units were held by WHI.

   WHI has issued 7,500 shares to each of its five initial independent directors
which shares vest at a rate of 1,500 shares per year beginning on June 2, 1994.
The unvested shares are subject to forfeiture if the director does not remain a
director of WHI. Each director is entitled to vote and receive distributions
paid on such shares prior to vesting.


                                       42
<PAGE>   43

7.  EARNINGS PER SHARE:

   The Company adopted Statement of Financial Accounting Standards (SFAS) No.
128, "Earnings Per Share," on December 31, 1997. SFAS No. 128 requires the
Company to change its method of computing, presenting and disclosing earnings
per share information. All prior period data presented has been restated to
conform to the provisions of SFAS No. 128.

   The following is a reconciliation of the net income applicable to common
shareholders used in the net income per common share calculation to the income
before allocation to minority interest used in the net income per common share -
assuming dilution:


<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                                    ------------------------------------------
                                                        1997            1996            1995
                                                        ----            ----            ----
<S>                                                 <C>             <C>             <C>       
Net income                                          $  16,744       $  13,002       $    8,385
Less: preferred shares distribution                     2,100              --              --
                                                    ----------      ----------      ----------
Net income applicable to common shareholders           14,644          13,002            8,385
Plus: income allocation to minority interest            1,329             786              417
                                                    ----------      ----------      ----------
Net income assuming dilution                        $  15,973       $  13,788       $    8,802
                                                    =========       =========       ==========
</TABLE>

    The following is a reconciliation of the weighted average shares used in net
income per common share to the weighted average shares used in the net income
per common share - assuming dilution:

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                                                    ---------------------------------------
                                                        1997          1996           1995 
                                                    ----------     ----------     ---------
<S>                                                 <C>            <C>            <C>      
Weighted average number of common shares            15,990,096     12,921,552     8,714,676
Units with redemption rights                         1,493,306        813,831       433,956
Stock options                                           71,376         32,617        18,860
                                                    ----------     ----------     ---------
Weighted average number of common shares
  assuming dilution                                 17,554,778     13,768,000     9,167,492
                                                    ==========     ==========     =========
</TABLE>

8.  STOCK OPTION PLAN:

   The Company has adopted the Winston Hotels, Inc. Stock Incentive Plan (the
"Plan") under which the Company may grant options to its employees for 700,000
shares plus 5% of the amount of authorized and issued shares of Common Stock
exceeding 14,000,000, excluding shares issued pursuant to the Plan. Incentive
stock options under the Plan may not exceed 350,000 without shareholder
approval. The Plan permits the grant of incentive or nonqualified stock options,
stock appreciation rights, stock awards or performance shares to participants.
Under the Plan, the exercise price of each option equals the market price of the
Company's Common Stock on the date of grant and an option's maximum term is ten
years. Options are granted upon approval of the Board of Directors and generally
contain vesting requirements over a period of years.

   On January 1, 1996, the Company adopted Statement of Financial Accounting
Standards No. 123, "Accounting for Stock Based Compensation" ("SFAS 123"). As
permitted by SFAS 123, no compensation cost has been recognized for options
granted under the Plan. Had the fair value method been used to determine
compensation cost, the impact on the Company's net income and net income per
share would not have been material. The fair value of each option grant is
estimated on the date of grant using the Black-Scholes option pricing model with
the following assumptions used for grants in 1997, 1996 and 1995: dividend yield
of 8%; expected volatility of 20%; risk-free interest rate of 6%; and an
expected life of five years for all options.


                                       43
<PAGE>   44

   A summary of the status of the Plan as of December 31, 1997, 1996 and 1995,
and changes during the years ended on those dates, is presented below:

<TABLE>
<CAPTION>
                                              1997                           1996                            1995
                                  -----------------------------  -----------------------------   -----------------------------
                                                  WEIGHTED                        WEIGHTED                       WEIGHTED
                                                   AVERAGE                        AVERAGE                         AVERAGE
                                     SHARES    EXERCISE PRICE       SHARES     EXERCISE PRICE       SHARES     EXERCISE PRICE
                                     ------    --------------       ------     --------------       ------     --------------
<S>                                  <C>       <C>                  <C>        <C>                  <C>        <C>      
Outstanding at beginning of year     401,000       $   10.93       376,000      $   10.80          176,000      $   10.16
Granted                               55,000           13.88        25,000          12.88          200,000          11.36
Exercised                            (20,000)          10.00          --             --               --            --
                                     -------       ---------       -------      ---------          -------      ---------

Outstanding at end of year           436,000       $   11.34       401,000      $   10.93          376,000      $   10.80
                                     =======       =========       =======      =========          =======      =========

Options exercisable at year-end      264,750                       226,000                         176,000
                                     =======                       =======                         =======
</TABLE>


   The following table summarizes information about the Stock Plan at December
31, 1997:

<TABLE>
<CAPTION>
                      OPTIONS            OPTIONS
    EXERCISE        OUTSTANDING        EXERCISABLE          AVERAGE REMAINING
     PRICES         AT 12/31/97        AT 12/31/97      CONTRACTUAL LIFE (YEARS)
     ------         -----------        -----------      ------------------------
     <C>            <C>                <C>              <C>
     $9.13             25,000            25,000                0.5
     $10.00            28,000            28,000                6.4
     $10.00            53,000            53,000                0.4
     $11.00            50,000            50,000                6.4
     $11.31            50,000            50,000                7.8
     $11.38            90,000            22,500                8.0
     $11.38            60,000            30,000                0.5
     $12.88            25,000             6,250                8.8
     $13.88            55,000                --                9.8
</TABLE>

9.  SUBSEQUENT EVENTS:

   On January 30, 1998, the Company announced its intention to purchase three
Hilton Garden Inn hotels in a transaction totaling approximately $38,000 in
cash. The full-service hotels, which are still under construction but scheduled
for completion in the first quarter of 1998, are located in Albany, New York,
Alpharetta, Georgia, and Raleigh-Durham, North Carolina. On March 3, 1998, the
Company purchased a 168-suite Residence Inn by Marriott in Phoenix, Arizona for
$15,900 in cash. On March 10, 1998, the Company announced the opening of a
137-suite Homewood Suites in Raleigh, North Carolina. The hotel was internally
developed at a cost of approximately $13,000.

10.  COMMITMENTS:

   The Company has future lease commitments from the Lessee through 2012.
Minimum future rental payments under these non-cancelable operating leases are
as follows:


<TABLE>
<CAPTION>
                                                                 AMOUNT
                                                                --------
     <S>                                                        <C>     
     Year ended December 31:
              1998                                              $ 18,179
              1999                                                18,179
              2000                                                18,179
              2001                                                18,179
              2002                                                18,179
              2003 and thereafter                                180,278
                                                                --------
                 Total                                          $271,173
                                                                ========
</TABLE>

   Under the terms of the Percentage Leases, the Lessee is obligated to pay the
Company the greater of base rents or percentage rents. The Company earned
minimum rents of $15,519, $11,154, and $7,853 for the years ended December 31,
1997, 1996, and 1995, 


                                       44
<PAGE>   45

respectively, and percentage rents of $20,349, $15,457, and $9,295 for the years
ended December 31, 1997, 1996, and 1995, respectively. The percentage rents are
based on percentages of gross room revenue and certain food and beverage
revenues. CapStar has guaranteed amounts due and payable to the Company under 
the leases up to $20,000. The Lessee operates the hotel properties pursuant to
franchise agreements, which require the payment of fees based on a percentage of
hotel revenue. These fees are paid by the Lessee.

   Pursuant to the Percentage Leases, the Company reserves 5% of room revenues
from the limited-service hotels, and 7% of gross room, food and beverage
revenues from the full-service hotel to fund periodic improvements to the
buildings and grounds, and the periodic replacement and refurbishment of
furniture, fixtures and equipment.

   The Company has a contract to acquire a Homewood Suites hotel upon the
completion of its development, which is expected to occur during the second
quarter of 1998, for a purchase price approximating the development cost, which
is estimated to be $8,600. Conditions to the Company's purchase obligation
include its approval of the building specifications and completion of
construction within certain cost limitations and by a specified delivery date.
The developer has committed to acquire approximately $1,845 in newly issued
Company Common Stock in connection with the acquisition.

11.  QUARTERLY FINANCIAL DATA (UNAUDITED):

   Summarized unaudited quarterly results of operations for the years ended
December 31, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>
1997
-----                                        FIRST      SECOND      THIRD        FOURTH
                                            ------      ------      -------      ------
<S>                                         <C>         <C>         <C>          <C>   
Total revenue                               $7,178      $9,646      $10,406      $8,872
Total expenses                               4,012       4,468        5,027       4,522
                                            ------      ------      -------      ------
Income before minority interest              3,166       5,178        5,379       4,350
Income allocation to minority interest         230         381          490         228
                                            ------      ------      -------      ------
Income after minority interest               2,936       4,797        4,889       4,122
Preferred share distribution                  --          --            366       1,734
                                            ------      ------      -------      ------
Net income applicable to common
  shareholders                              $2,936      $4,797      $ 4,523      $2,388
                                            ======      ======      =======      ======

Earnings per share:
       Net income per common share          $ 0.19      $ 0.30      $  0.28      $ 0.15
                                            ======      ======      =======      ======
       Net income per common share
         assuming dilution                  $ 0.18      $ 0.30      $  0.28      $ 0.15
                                            ======      ======      =======      ======

1996
-----                                        FIRST      SECOND      THIRD        FOURTH
                                            ------      ------      -------      ------
Total revenue                               $4,556      $6,813      $ 8,435      $6,904
Total expenses                               2,616       3,226        3,348       3,730
                                            ------      ------      -------      ------
Income before minority interest              1,940       3,587        5,087       3,174
Income allocation to minority interest          80         150          337         219
                                            ------      ------      -------      ------
Income after minority interest               1,860       3,437        4,750       2,955
Preferred share distribution                  --          --           --          --
                                            ------      ------      -------      ------
Net income applicable to common
  shareholders                              $1,860      $3,437      $ 4,750      $2,955
                                            ======      ======      =======      ======

Earnings per share:
       Net income per common share          $ 0.19      $ 0.34      $  0.30      $ 0.18
                                            ======      ======      =======      ======
       Net income per common share
         assuming dilution                  $ 0.18      $ 0.34      $  0.30      $ 0.18
                                            ======      ======      =======      ======

</TABLE>


                                       45
<PAGE>   46

                              WINSTON HOTELS, INC.
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                             As Of December 31, 1997
                                ($ in thousands)
<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------
                                                                Cost Capitalized             Gross Amounts           
                                                                 Subsequent to                  Carried              
                                          Initial Cost            Acquisition              at Close of Period        
---------------------------------------------------------------------------------------------------------------------
                                                 Buildings             Buildings               Buildings             
                                                    and                   and                     and           
Description            Encumbrances    Land    Improvements   Land   Improvements    Land    Improvements    Total        
---------------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>     <C>            <C>    <C>             <C>     <C>             <C>     
Hampton Inn
  Boone, NC                 *        $    264  $     2,750    $ --   $        22    $  264   $     2,772    $  3,036 
Hampton Inn
  Brunswick, GA             *             716        3,887      --            58       716         3,945       4,661 
Hampton Inn
  Cary, NC                  *             613        4,596      --            22       613         4,618       5,231 
Hampton Inn
  Charlotte, NC             *             833        3,609      --             1       833         3,610       4,443 
Hampton Inn
  Chester, VA               *             461        2,238      --             9       461         2,247       2,708 
Hampton Inn
  Duncanville, TX           *             480        2,689      25           296       505         2,985       3,490 
Hampton Inn
  Durham, NC                *             634        4,582      --           111       634         4,693       5,327 
Hampton Inn & Suites
  Gwinnett, GA              *             557        6,959      --           (16)      557         6,943       7,500 
Hampton inn
  Hilton Head, SC           *             310        3,969      --           277       310         4,246       4,556 
Hampton Inn
  Jacksonville, NC          *             473        4,140      --            13       473         4,153       4,626 
Hampton Inn
  Perimeter , GA            *             914        6,293      --            47       914         6,340       7,254 
Hampton Inn
  Raleigh, NC               *             697        5,955      --           622       697         6,577       7,274 
Hampton Inn
  Southern Pines, NC        *             614        4,280      --            17       614         4,297       4,911 
Hampton Inn
  Southlake, GA             *             680        4,065      --            33       680         4,098       4,778 
Hampton Inn
  W. Springfield, MA                      916        5,253      --            --       916         5,253       6,169 
Hampton Inn
  White Plains, NY                      1,382       10,763      --            --     1,382        10,763      12,145 
Hampton Inn
  Wilmington, NC            *             460        3,208       2            37       462         3,245       3,707 
Comfort Inn
  Augusta, GA               *             404        3,541      --            31       404         3,572       3,976 
Comfort Inn
  Charleston, SC            *             438        5,853      --           502       438         6,355       6,793 
Comfort Inn
  Chester, VA               *             661        6,447      --            11       661         6,458       7,119 
Comfort Inn
  Clearwater, FL                          532        3,436      --           409       532         3,845       4,377 
</TABLE>

<TABLE>
<CAPTION>
                       ----------------------------------------------------------
                                                                      Life Upon
                                                                         Which
                         Accumulated      Net Book                   Depreciation
                        Depreciation     Value Land,                   in Latest
                          Buildings      Buildings                      Income
                            and             and           Date of    Statement is
Description             Improvements    Improvements    Acquisition    Computed
---------------------------------------------------------------------------------
<S>                     <C>             <C>             <C>          <C>
Hampton Inn
  Boone, NC             $        329   $      2,707      6/2/94         30
Hampton Inn
  Brunswick, GA                  469          4,192      6/2/94         30
Hampton Inn
  Cary, NC                       549          4,682      6/2/94         30
Hampton Inn
  Charlotte, NC                  431          4,012      6/2/94         30
Hampton Inn
  Chester, VA                    230          2,478     11/29/94        30
Hampton Inn
  Duncanville, TX                161          3,329      5/7/96         30
Hampton Inn
  Durham, NC                     552          4,775      6/2/94         30
Hampton Inn & Suites
  Gwinnett, GA                   329          7,171      7/18/96        30
Hampton inn
  Hilton Head, SC                428          4,128     11/29/94        30
Hampton Inn
  Jacksonville, NC               495          4,131      6/2/94         30
Hampton Inn
  Perimeter , GA                 298          6,956      7/19/96        30
Hampton Inn
  Raleigh, NC                    554          6,720      5/18/95        30
Hampton Inn
  Southern Pines, NC             513          4,398      6/2/94         30
Hampton Inn
  Southlake, GA                  488          4,290      6/2/94         30
Hampton Inn
  W. Springfield, MA              87          6,082      7/14/97        30
Hampton Inn
  White Plains, NY                60         12,085     10/29/97        30
Hampton Inn
  Wilmington, NC                 387          3,320      6/2/94         30
Comfort Inn
  Augusta, GA                    305          3,671      5/18/95        30
Comfort Inn
  Charleston, SC                 526          6,267      5/18/95        30
Comfort Inn
  Chester, VA                    663          6,456     11/29/94        30
Comfort Inn
  Clearwater, FL                 315          4,062      5/18/95        30
</TABLE>



                                       46
<PAGE>   47


<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------
                                                                Cost Capitalized             Gross Amounts           
                                                                 Subsequent to                  Carried              
                                          Initial Cost            Acquisition              at Close of Period        
---------------------------------------------------------------------------------------------------------------------
                                                 Buildings             Buildings               Buildings             
                                                    and                   and                     and           
Description            Encumbrances    Land    Improvements   Land   Improvements    Land    Improvements    Total        
---------------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>     <C>            <C>    <C>             <C>     <C>             <C>     
Comfort Inn
  Durham, NC                *             947        6,208      --            30       947         6,238       7,185 
Comfort Inn
  Fayetteville, NC          *           1,223        8,047      --           363     1,223         8,410       9,633 
Comfort Inn
  Greenville, SC                          871        3,551      --           942       871         4,493       5,364 
Comfort Suites
  London, KY                              345        2,170      --           213       345         2,383       2,728 
Comfort Inn
  Raleigh, NC               *             459        4,075       8           267       467         4,342       4,809 
Comfort Inn
  Wilmington, NC            *             532        5,889      --           232       532         6,121       6,653 
Comfort Suites
  Orlando, FL                           1,357       10,180      --            --     1,357        10,180      11,537 
Holiday Inn Express
  Abingdon, VA              *             918        2,263      --           254       918         2,517       3,435 
Holiday Inn Express
  Clearwater, FL                          510        5,854      --            --       510         5,854       6,364 
Holiday Inn Select
  Dallas, TX                *           1,060       13,615      --         1,094     1,060        14,709      15,769 
Homewood Suites
  Cary, NC                  *           1,010       12,367       9           (9)     1,019        12,358      13,377 
Homewood Suites
  Clear Lake, TX            *             879        5,978      --            11       879         5,989       6,868 
Fairfield Inn
  Ann Arbor, MI                           543        3,744      --            --       543         3,744       4,287 
Quality Suites
  Charleston, SC            *             912       11,224      --            43       912        11,267      12,179 
Courtyard by Marriott
  Ann Arbor, MI                           902        9,850      --            --       902         9,850      10,752 
Courtyard by Marriott
  Houston, TX                           1,211        9,154      --            --     1,211         9,154      10,365 
Courtyard by Marriott
  Wilmington, NC            *             742        5,907      --             4       742         5,911       6,653 
                                     --------  -----------    ----   -----------    ------   -----------    -------- 
                                     $ 27,460  $   218,589    $ 44   $     5,946    $27,504  $   224,535    $252,039 
                                     ========  ===========    ====   ===========    =======  ===========    ======== 
</TABLE>

<TABLE>
<CAPTION>
                       ----------------------------------------------------------
                                                                      Life Upon
                                                                         Which
                         Accumulated      Net Book                   Depreciation
                        Depreciation     Value Land,                   in Latest
                          Buildings      Buildings                      Income
                             and            and           Date of    Statement is
Description             Improvements    Improvements    Acquisition    Computed
---------------------------------------------------------------------------------
<S>                     <C>             <C>             <C>          <C>
Comfort Inn
  Durham, NC                     639          6,546     11/29/94        30
Comfort Inn
  Fayetteville, NC               857          8,776     11/29/94        30
Comfort Inn
  Greenville, SC                 219          5,145      5/6/96         30
Comfort Suites
  London, KY                     124          2,604      5/7/96         30
Comfort Inn
  Raleigh, NC                    467          4,342      8/16/94        30
Comfort Inn
  Wilmington, NC                 726          5,927      6/2/94         30
Comfort Suites
  Orlando, FL                    225         11,312      5/1/97         30
Holiday Inn Express
  Abingdon, VA                   102          3,333      5/7/96         30
Holiday Inn Express
  Clearwater, FL                  81          6,283      8/6/97         30
Holiday Inn Select
  Dallas, TX                     779         14,990      5/7/96         30
Homewood Suites
  Cary, NC                       618         12,759      7/9/96         30
Homewood Suites
  Clear Lake, TX                 266          6,602      9/13/96        30
Fairfield Inn
  Ann Arbor, MI                   31          4,256      9/30/97        30
Quality Suites
  Charleston, SC                 967         11,212      5/18/95        30
Courtyard by Marriott
  Ann Arbor, MI                   82         10,670      9/30/97        30
Courtyard by Marriott
  Houston, TX                    152         10,213      7/14/97        30
Courtyard by Marriott
  Wilmington, NC                 196          6,457     12/19/96        30
                        ------------   ------------
                        $     14,700   $    237,339
                        ============   ============

</TABLE>

* These properties serve as collateral for the $125,000 line of credit
  which, as of December 31, 1997, had an outstanding balance of $44,081.


                                       47
<PAGE>   48
                              WINSTON HOTELS, INC.
                              NOTES TO SCHEDULE III

<TABLE>
<CAPTION>
                                                             1997            1996
                                                             ----            ----
<S>                                                          <C>             <C>     
(a)  Reconciliation of Real Estate:
     Balance at beginning of period                       $187,303         $116,133
         Acquisitions during period                         61,619           69,568
         Additions during period                             3,117            1,602
                                                          --------         --------
     Balance at end of period                             $252,039         $187,303
                                                          ========         ========

(b)  Reconciliation of Accumulated Depreciation:
     Balance at beginning of period                          8,387         $  3,937
     Depreciation for period                                 6,313            4,450
                                                          --------         --------
     Balance at end of period                             $ 14,700         $  8,387
                                                          ========         ========
</TABLE>

(c)  The aggregate cost of land, buildings and furniture and equipment for
     federal income tax purposes is approximately $270,000.

(d)  Refer to Notes 1 and 3 to the financial statements of Winston Hotels, Inc.
     for transactions with affiliates.


                                       48
<PAGE>   49

                        REPORT OF INDEPENDENT ACCOUNTANTS

The Shareholders
Winston Hospitality, Inc.

   We have audited the accompanying balance sheets of Winston Hospitality, Inc.
as of October 31, 1997 and December 31, 1996 and the related statements of
income, shareholders' equity and cash flows for the 10 months ended October 31,
1997 and the years ended December 31, 1996 and 1995. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Winston Hospitality, Inc. as of
October 31, 1997 and December 31, 1996 and the results of its operations and its
cash flows for the 10 months ended October 31, 1997 and the years ended December
31, 1996 and 1995, in conformity with generally accepted accounting principles.




                                                    COOPERS & LYBRAND L.L.P.

Raleigh, North Carolina
February 6, 1998


                                       49
<PAGE>   50

                            WINSTON HOSPITALITY, INC.
                                 BALANCE SHEETS
                  As Of October 31, 1997 And December 31, 1996
                   ($ in thousands, except per share amounts)


<TABLE>
<CAPTION>
                                     ASSETS
                                                                 1997          1996
                                                                 ----          ----
<S>                                                              <C>           <C>   
Current assets:
     Cash and cash equivalents                                  $ 6,926      $5,463
     Accounts receivable:
         Trade                                                    2,303       1,166
         Lessor                                                     768       1,391
         Affiliates                                                 125          95
         Shareholders                                              --            71
     Prepaid expenses and other assets                              182         220
                                                                -------      ------
                  Total current assets                           10,304       8,406
                                                                -------      ------

Furniture, fixtures and equipment:
     Furniture and equipment                                        399         323
     Leasehold improvements                                         113         113
                                                                -------      ------
                                                                    512         436
     Less accumulated depreciation and amortization                 245         178
                                                                -------      ------
                  Net furniture, fixtures and equipment             267         258
                                                                -------      ------

                                                                $10,571      $8,664
                                                                =======      ======


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable - trade                                   $ 1,918      $1,259
     Percentage lease payable to Lessor                           3,882       4,611
     Accounts payable - affiliates                                 --           146
     Accrued salaries and wages                                   1,204         874
     Accrued sales and occupancy taxes                              814         462
     Other current liabilities                                      842         618
                                                                -------      ------
                  Total current liabilities                       8,660       7,970
                                                                -------      ------

Commitments (Note 3)

Shareholders' equity:
     Common stock, $.01 par value, 100 shares authorized,
         issued and outstanding                                       1           1
     Additional paid-in capital                                      49          49
     Retained earnings                                            1,861         644
                                                                -------      ------
                  Total shareholders' equity                      1,911         694
                                                                -------      ------

                                                                $10,571      $8,664
                                                                =======      ======

</TABLE>




    The accompanying notes are an integral part of the financial statements.


                                       50
<PAGE>   51

                            WINSTON HOSPITALITY, INC.
                              STATEMENTS OF INCOME
             For The Ten Months Ended October 31, 1997 And 1996 And
                   The Years Ended December 31, 1996 And 1995
                                ($ in thousands)

<TABLE>
<CAPTION>
                                                TEN MONTHS               YEARS ENDED
                                             ENDED OCTOBER 31,          DECEMBER 31,
                                           --------------------      --------------------
                                             1997         1996         1996         1995
                                             ----         ----         ----         ----
                                                      (unaudited)
<S>                                          <C>          <C>          <C>          <C>    
Revenue:
     Room                                  $67,145      $49,633      $58,956      $39,677
     Food and beverage                       2,419        1,240        1,685          138
     Other operating, net                    1,373        1,068        1,191          877
     Interest income                           152           82           93           85
                                           -------      -------      -------      -------
         Total revenue                      71,089       52,023       61,925       40,777
                                           -------      -------      -------      -------
Expenses:
     Property and operating                 24,112       17,388       21,550       14,124
     Property repairs and maintenance        3,193        2,614        3,181        1,909
     Food and beverage                       1,715          924        1,281          189
     General and administrative              2,090        1,603        2,050        1,526
     Franchise costs                         6,167        4,327        5,361        3,565
     Management fees                         1,015        1,109        1,126          784
     Percentage lease payments              30,980       22,800       26,611       17,148
                                           -------      -------      -------      -------
         Total expenses                     69,272       50,765       61,160       39,245
                                           -------      -------      -------      -------
         Net income                        $ 1,817      $ 1,258      $   765      $ 1,532
                                           =======      =======      =======      =======

</TABLE>





    The accompanying notes are an integral part of the financial statements.


                                       51
<PAGE>   52

                            WINSTON HOSPITALITY, INC.
                       STATEMENTS OF SHAREHOLDERS' EQUITY
                   For The Ten Months Ended October 31, 1997,
                 And The Years Ended December 31, 1996 And 1995
                                ($ in thousands)
<TABLE>
<CAPTION>

                                   COMMON STOCK   ADDITIONAL                    TOTAL      
                                 ----------------   PAID-IN    RETAINED     SHAREHOLDERS'
                                 SHARES   DOLLARS   CAPITAL    EARNINGS        EQUITY
                                 ------   -------  ---------   --------     -------------
<S>                              <C>      <C>      <C>         <C>          <C>    
Balances at December 31, 1994      100      $1      $49        $    15       $    65

Net income                           -       -        -          1,532         1,532
Distributions                        -       -        -         (1,112)       (1,112)
                                   ---      --      ---        -------       -------
Balances at December 31, 1995      100       1       49            435           485

Net income                           -       -        -            765           765
Distributions                        -       -        -           (556)         (556)
                                   ---      --      ---        -------       -------
Balances at December 31, 1996      100       1       49            644           694

Net income                           -       -        -          1,817         1,817
Distributions                        -       -        -           (600)         (600)
                                   ---      --      ---        -------       -------
Balances at October 31, 1997       100       1       49          1,861         1,911
                                   ===      ==      ===        =======       =======

</TABLE>



    The accompanying notes are an integral part of the financial statements.


                                       52
<PAGE>   53

                            WINSTON HOSPITALITY, INC.
                             STATEMENT OF CASH FLOWS
               For The Ten Months Ended October 31, 1997 And 1996
                 And The Years Ended December 31, 1996 And 1995
                                ($ in thousands)


<TABLE>
<CAPTION>
                                                                      TEN MONTHS                  YEARS ENDED
                                                                   ENDED OCTOBER 31,              DECEMBER 31,
                                                                 ---------------------       ----------------------
                                                                   1997          1996          1996         1995
                                                                   ----          ----          ----         ----
                                                                             (unaudited)
<S>                                                                <C>           <C>           <C>          <C>    
Cash flows from operating activities:
     Net income                                                  $ 1,817       $ 1,258       $   765       $ 1,532
     Adjustments to reconcile net income to net cash
     provided by operating activities:
         Depreciation and amortization                                67            65            83            63
         Changes in assets and liabilities:
              Accounts receivable - trade                         (1,137)       (1,525)         (330)         (310)
              Prepaid expenses and other assets                       38          (137)         (103)          (65)
              Accounts payable - trade                               659           547           666           132
              Percentage lease payable to Lessor                    (729)          532         2,064         1,159
              Accrued expenses and other liabilities                 906         1,045           914            30
                                                                 -------       -------       -------       -------
                  Net cash provided by operating activities
                                                                   1,621         1,785         4,059         2,541
                                                                 -------       -------       -------       -------

Cash flows from investing activities:
     Purchases of furniture, fixtures and equipment                  (76)         (107)         (144)          (67)
     Repayments from (advances to) Lessor, affiliates and
       shareholders, net                                             518          (265)         (145)       (1,233)
                                                                 -------       -------       -------       -------
                  Net cash provided by (used in) investing
                    activities                                       442          (372)         (289)       (1,300)
                                                                 -------       -------       -------       -------

Cash flows from financing activities:
     Distributions to shareholders                                  (600)         (485)         (556)       (1,112)
                                                                 -------       -------       -------       -------
                  Net cash used in financing activities             (600)         (485)         (556)       (1,112)
                                                                 -------       -------       -------       -------

Net increase in cash and cash equivalents                          1,463           928         3,214           129
Cash and cash equivalents at beginning of the period               5,463         2,249         2,249         2,120
                                                                 -------       -------       -------       -------

Cash and cash equivalents at end of the period                   $ 6,926       $ 3,177       $ 5,463       $ 2,249
                                                                 =======       =======       =======       =======

</TABLE>



    The accompanying notes are an integral part of the financial statements.


                                       53
<PAGE>   54

                            WINSTON HOSPITALITY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                ($ in thousands)

1.   ORGANIZATION:

   Winston Hospitality, Inc. ("Hospitality") was formed to lease and operate
hotels owned by WINN Limited Partnership (the "Partnership") and Winston Hotels,
Inc. ("WHI") (collectively, the "Company"). Approximately 90.15% of the
Partnership is owned by WHI. The two shareholders of Hospitality (Robert W.
Winston, III and John B. Harris, Jr.) are also shareholders of WHI and/or
partners in the Partnership. The Company owned 21 hotels as of December 31,
1995, 31 hotels as of December 31, 1996 and 38 hotels as of October 31, 1997
(collectively, all 38 hotels are the "Current Hotels").

   Each hotel was separately leased by the Company to Hospitality under a
Percentage Lease Agreement. These leases required minimum base rental payments
to be made to the Company on a monthly basis and additional quarterly payments
to be made based on a percentage of gross room revenue and certain food and
beverage revenues.

   Thirty-seven of the 38 hotels are limited-service hotels and one is a
full-service hotel. All 38 hotels are operated under franchise agreements with
Promus Hotels, Inc., Choice Hotels International, Inc., Holiday Inns
Franchising, Inc. and Marriott International, Inc. The cost of obtaining the
franchise licenses was paid by the Company and the on-going franchise fees were
paid by Hospitality.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

   Revenue Recognition. Revenue is recognized as earned. Ongoing credit
evaluations are performed and an allowance for potential credit losses is
provided against the portion of accounts receivable which is estimated to be
uncollectible.

   Cash Equivalents. All highly liquid investments with a maturity date of three
months or less when purchased are considered to be cash equivalents. Hospitality
places cash deposits with federally insured depository institutions. At October
31, 1997, bank account balances exceeded federal depository insurance limits by
approximately $6,252.

   Fair Value of Financial Instruments. Hospitality's financial instruments
consist of cash and cash equivalents whose carrying value approximates fair
value because of their short maturity. Hospitality's remaining assets and
liabilities are not considered financial instruments.

   Furniture, Fixtures and Equipment. Furniture and equipment are recorded at
cost and are depreciated using the straight-line method over estimated useful
lives of the assets of five and seven years. Leasehold improvements are being
amortized using the straight-line method over the terms of the related leases.
Upon disposition, both the asset and accumulated depreciation accounts are
relieved and the related gain or loss is credited or charged to the income
statement. Repairs and maintenance of hotel properties owned by the Company are
paid by Hospitality and are charged to expense as incurred.

   Income Taxes. Hospitality has made an election under Subchapter S of the
Internal Revenue Code of 1986, as amended. Any taxable income or loss is
recognized by the shareholders and, therefore, no provision for income taxes has
been provided in the accompanying financial statements.

   Reclassifications. Certain reclassifications have been made to the 1996 and
1995 financial statements to conform with the 1997 presentation. These
reclassifications have no effect on net income or shareholders' equity as
previously reported.

   Unaudited October 31, 1996 operating results. Operating results for the 10
months ended October 31, 1996, presented for comparison purposes, are unaudited.
The unaudited financial statements for the period ended October 31, 1996
reflect, in the opinion of management, all adjustments necessary for a fair
presentation of the financial statements. All such adjustments are normal and
recurring in nature.

3.   COMMITMENTS:

   Under the terms of the Percentage Lease Agreements, Hospitality had future
lease commitments to the Company through 2006. As disclosed in Note 6 below, all
Percentage Leases were sold as of November 24, 1997.


                                       54
<PAGE>   55

   Hospitality incurred minimum rents of $13,535, $11,154 and $7,853 as well as
percentage rents of $17,445, $15,457 and $9,295 for the ten months ended October
31, 1997 and the years ended December 31, 1996 and 1995, respectively.

   Hospitality had entered into separate contracts with unrelated parties for
the management of 10 of the hotels. The terms of these agreements provided for
management fees to be paid based on predetermined formulas for a period of ten
years through 2006. The contracts were cancelable under certain circumstances as
outlined in the agreements. As disclosed in Note 6 below, all such contracts
were sold as of November 24, 1997.

   Various legal proceedings against Hospitality have arisen from time to time
in the normal course of business. Management believes liabilities arising from
these proceedings, if any, will have no material adverse effect on the financial
positions or results of operations of Hospitality.

4.   DISTRIBUTIONS:

   Beginning with the year ended December 31, 1996, the shareholders agreed to
limit distributions by Hospitality to amounts necessary to pay their income
taxes on the net income derived from Hospitality until such time as the tangible
net worth of Hospitality reached $4,000. Thereafter, they agreed to invest at
least 75% of their after-tax distributions of net income from Hospitality in
Common Stock of the Company. These agreements terminated effective November 24,
1997, due to the sale of the leases to CapStar.

5.   PROFIT SHARING PLAN:

   On January 1, 1996, Hospitality adopted the Winston 401(k) Plan (the
"Plan") for substantially all employees, except any highly compensated employee,
as defined in the Plan, who had attained the age of 21 and completed one year of
service. Under the Plan, employees were able to contribute from 1% to 15% of
compensation, subject to an annual maximum as determined under the Internal
Revenue Code. Hospitality made matching contributions of a specified percentage
of the employee's contribution. Hospitality contributed $54, $50 (unaudited) and
$61 during the 10-month periods ended October 31, 1997 and 1996, and the year
ended December 31, 1996, respectively.

6.   SUBSEQUENT EVENT:

   On November 24, 1997, Hospitality completed the sale of substantially all of
its assets and all 38 existing Percentage Leases to CapStar Management Company,
L.P. ("CMC") for total consideration of $34,000. The $34,000 sale price
consisted of $10,000 in cash and 674,236 CMC Partnership Units.


                                       55
<PAGE>   56

                        REPORT OF INDEPENDENT ACCOUNTANTS

The Members
CapStar Winston Company, L.L.C.:

   We have audited the accompanying balance sheet of CapStar Winston Company,
L.L.C. (the "Company") as of December 31, 1997 and the related statements of
operations, members' capital, and cash flows for the period from October 15,
1997 (date of inception) through December 31, 1997. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

   We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CapStar Winston Company, L.L.C.
as of December 31, 1997, and the results of its operations and its cash flows
for the period from October 15, 1997 (date of inception) through December 31,
1997, in conformity with generally accepted accounting principles.

                                                     KPMG Peat Marwick LLP


Washington, D.C.
February 20, 1998


                                       56
<PAGE>   57

                         CAPSTAR WINSTON COMPANY, L.L.C.
                                  BALANCE SHEET
                             As Of December 31, 1997
                                ($ in thousands)

<TABLE>
<CAPTION>
                                     ASSETS

<S>                                                                           <C>    
Current assets:
     Cash and cash equivalents                                                $ 3,393
     Accounts receivable                                                        1,614
     Due from Winston Hospitality, Inc.                                         1,636
     Due from CapStar Management Company, L.P.                                    385
     Deposits and other assets                                                    197
                                                                              -------
                  Total current assets                                          7,225
                                                                              -------

Furniture, fixtures and equipment, net of accumulated depreciation of $5          241
Intangible assets, net of accumulated amortization of $93                      34,088
Deferred franchise costs, net of accumulated amortization of $7                   601
                                                                              -------

                                                                              $42,155
                                                                              =======


                        LIABILITIES AND MEMBERS' CAPITAL

Current liabilities:
     Accounts payable                                                         $ 1,459
     Accrued expenses                                                           2,920
     Percentage lease payable to Winston Hotels, Inc.                           5,682
     Advance deposits                                                             135
                                                                              -------
                  Total current liabilities                                    10,196
                                                                              -------

Commitments (Note 6)

Members' capital                                                               31,959
                                                                              -------

                                                                              $42,155
                                                                              =======

</TABLE>



                 See accompanying notes to financial statements.


                                       57
<PAGE>   58

                         CAPSTAR WINSTON COMPANY, L.L.C.
                             STATEMENT OF OPERATIONS
 For The Period October 15, 1997 (Date Of Inception) Through December 31, 1997
                                ($ in thousands)

<TABLE>
<CAPTION>
<S>                                                           <C>    
Revenue:
     Rooms                                                    $ 8,197
     Food and beverage                                            462
     Telephone and other operating departments                    384
                                                              -------
              Total revenue                                     9,043
                                                              -------

Operating costs and expenses:
     Rooms                                                      2,158
     Food and beverage                                            308
     Telephone and other operating departments                    211
Undistributed expenses:
     Lease expense                                              3,242
     Administrative and general                                 1,069
     Sales and marketing                                          415
     Franchise fees                                               595
     Repairs and maintenance                                      515
     Energy                                                       431
     Other                                                         55
     Depreciation and amortization                                105
                                                              -------
              Total expenses                                    9,104
                                                              -------

Net loss                                                      $   (61)
                                                              =======


</TABLE>



                 See accompanying notes to financial statements.


                                       58
<PAGE>   59

                        CAPSTAR WINSTON COMPANY, L.L.C.
                         STATEMENT OF MEMBERS' CAPITAL
 For The Period October 15, 1997 (Date Of Inception) Through December 31, 1997
                                ($ in thousands)


<TABLE>
<CAPTION>
                                               CapStar Management         EquiStar Acquisition
                                                  Company, L.P.                Corporation                    Total
                                             ------------------------    ------------------------    ------------------------
<S>                                          <C>                         <C>                         <C>                   
Member contributions made since 
  October 15, 1997 (date of inception)       $               32,020      $                   --      $               32,020

Net loss                                                        (60)                         (1)                        (61)
                                             ------------------------    ------------------------    -----------------------

Balance, December 31, 1997                   $               31,960      $                   (1)     $               31,959
                                             ========================    ========================    ========================

</TABLE>



                 See accompanying notes to financial statements.


                                       59
<PAGE>   60

                        CAPSTAR WINSTON COMPANY, L.L.C.
                            STATEMENT OF CASH FLOWS
 For The Period October 15, 1997 (Date Of Inception) Through December 31, 1997
                                ($ in thousands)

<TABLE>
<CAPTION>
<S>                                                                           <C>      
Cash flows from operating activities:
     Net loss                                                                 $    (61)
     Adjustments to reconcile net loss to net cash provided by operating
     activities:
         Depreciation and amortization                                             105
         Decrease in accounts receivable                                           235
         Increase in due from Winston Hospitality, Inc.                         (1,636)
         Increase in due from CapStar Management Company, L.P.                    (635)
         Increase in deposits and other assets                                    (135)
         Increase in accounts payable and accrued expenses                       4,063
         Increase in percentage lease payable to Winston Hotels, Inc.            1,463
         Increase in advance deposits                                               26
                                                                              --------
Net cash provided by operating activities                                        3,425
                                                                              --------

Cash flows from investing activities:
     Additions of furniture, fixtures and equipment                                 (3)
     Additions to intangible assets                                               (100)
                                                                              --------
Net cash used in investing activities                                             (103)
                                                                              --------

Cash flows from financing activities - contributions by members                     71
                                                                              --------

Net increase in cash and cash equivalents                                        3,393
Cash and cash equivalents at beginning of period                                  --
                                                                              --------

Cash and cash equivalents at end of period                                    $  3,393
                                                                              ========

Supplemental Disclosure of Cash Flow information:

     Assets contributed (liabilities assigned) to the Company by CapStar
       Management Company, L.P.:
           Accounts receivable                                                $  1,849
           Deposits and other assets                                                62
           Furniture, fixtures and equipment                                       243
           Intangible assets                                                    34,081
           Deferred franchise costs                                                608
           Accounts payable and accrued expenses                                  (316)
           Percentage lease payable to Winston Hotels, Inc.                     (4,219)
           Advance deposits                                                       (109)
           Due to CapStar Management Company, L.P.                                (250)
                                                                              --------

     Non-cash financing activity - contribution by member                       31,949
                                                                              ========

</TABLE>


                 See accompanying notes to financial statements.


                                       60
<PAGE>   61

                         CAPSTAR WINSTON COMPANY, L.L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1997
                                ($ in thousands)

1.    ORGANIZATION:

   CapStar Winston Company, L.L.C. (the "Company") was formed on October 15,
1997, pursuant to a limited liability company agreement ("Agreement"), subject
to the Limited Liability Act of the State of Delaware, between CapStar
Management Company, L.P. (CMC) and EquiStar Acquisition Corporation, both
wholly-owned subsidiaries of CapStar Hotel Company, to lease and operate certain
hotels owned by WINN Limited Partnership and Winton Hotels, Inc. (collectively,
"Winston").

   During November 1997, CMC purchased substantially all of the assets and
assumed certain liabilities of Winston Hospitality, Inc. ("WHI"), including 38
hotel leases, certain operating assets and liabilities, and goodwill and other
intangible assets. Concurrent with the purchase, CMC contributed/assigned the
assets purchased and liabilities assumed in the transaction to the Company.

   Thirty-five of the hotels are limited-service hotels, two are extended-stay
and one is a full-service hotel. The hotels, which contain 5,124 rooms, are
operated under various franchise agreements, and are located in Florida,
Georgia, Kentucky, Massachusetts, Michigan, New York, North Carolina, South
Carolina, Texas and Virginia.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

   Members' Capital and Allocation of Profits and Losses. As defined in the
Agreement, CMC has a 99% interest and EquiStar has a 1% interest in the Company.
In general, the allocation of income and losses and contributions and
distributions are made to the members in proportion to their respective
ownership interest.

   Cash Equivalents. The Company considers all highly liquid instruments with
original maturities of three months or less to be cash equivalents.

   Furniture, Fixtures and Equipment. Furniture, fixtures and equipment are
recorded at cost or fair market value in the case of assets contributed and are
depreciated using the straight-line method over estimated useful lives of five
to seven years.

   Deferred Franchise Costs. Franchise costs are deferred and are amortized on
a straight-line basis over the terms of the franchise agreements, which range
from 18 months to 20 years.

   Intangible Assets. Lease contracts represent the estimated present value of
net cash flows expected to be received from the leases acquired by CMC and 
contributed to the Company. Lease contracts are amortized on a straight-line 
basis over 30 years.

   Goodwill represents the excess of the cost over the net tangible and
identifiable intangible assets acquired by CMC and contributed to the Company.
Goodwill is amortized on a straight-line basis over 40 years.

   The Company reviews intangible assets for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable. Recoverability is measured by comparing the carrying amount of the
intangible assets to the projected future cash flows of the Company. If such
assets are considered to be impaired, the impairment to be recognized is the
amount by which the carrying amount of the intangible assets exceed the
Company's net discounted cash flows.

   Revenue. Revenue is earned through the operation of the hotels and is
recognized when earned.

   Income Taxes. No provision has been made for income taxes since any such
liability is the liability of the individual members.

   Use of Estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.


                                       61
<PAGE>   62

3.    INTANGIBLE ASSETS:

   Intangible assets consist of the following at December 31, 1997:

                  Lease contracts                    $  6,576
                  Goodwill                             27,605
                                                     --------
                                                       34,181
                  Less: accumulated amortization          (93)
                                                     --------
                  Balance, December 31, 1997         $ 34,088
                                                     ========

4.    MANAGEMENT AGREEMENTS:

   The Company manages 28 of the 38 hotels leased and has entered into separate
contracts with third parties to manage 10 of the hotels. The terms of these
third-party management agreements provide for management fees to be paid on a
monthly basis based on budgeted gross operating profit, as defined in the
agreements, with year end adjustments for actual operating results. The terms of
nine of the management agreements extend to 2006 and one extends to 2012. The
agreements are cancelable before expiration under certain circumstances.
Management fees incurred during 1997 were $17 and are recorded as other
expenses.

5.    TRANSACTIONS WITH RELATED PARTIES:

   The Company advances amounts to CMC and receives amounts from CMC in the
normal course of business. At December 31, 1997 the CMC owed the Company a net
amount of $385.

6.    COMMITMENTS:

   Each of the hotels is leased under a separate lease agreement. These leases
were collectively amended on November 24, 1997 and extend through November 30,
2012. The leases require monthly minimum base rental payments to Winston and
additional quarterly payments of percentage rent, as described below. The leases
are non-cancelable except upon the sale of a hotel by Winston, and Winston is
required to make a termination payment to the Company, as defined in the lease
agreements, upon cancellation of a lease. CapStar Hotel Company has guaranteed
amounts due and payable by the Company under the leases up to $20,000.
Minimum future base rental payments under these non-cancelable operating leases
are as follows:

               Year ended December 31:

                  1998                               $ 18,179
                  1999                                 18,179
                  2000                                 18,179
                  2001                                 18,179
                  2002                                 18,179
                  2003 and thereafter                 180,278
                                                     --------

                           Total                     $271,173
                                                     ========

   Percentage rent for each hotel consists of minimum percentage rent and excess
percentage rent, if any. Minimum percentage rent is calculated based primarily
on the amount of room revenue up to a predetermined threshold per the lease. The
percentage, which differs by hotel, is multiplied by this amount to calculate
minimum percentage rent. These percentages range from 25% to 50%. Excess
percentage rent is calculated based primarily on the amount of any room revenue
in excess of the predetermined threshold mentioned above. The percentage, which
differs by hotel, is multiplied by this amount to calculate excess percentage
rent. These percentages range from 62% to 70%. The Company incurred base rents
and minimum percentage rents of $2,731, and excess percentage rents of $511
during 1997.


                                       62
<PAGE>   63

7.   DUE FROM WHI:

   Due from WHI represents amounts received by WHI on behalf of the Company and
amounts paid by the Company on behalf of WHI. Management believes the amounts
due from WHI will be repaid in March 1998.

8.   BUSINESS CONCENTRATION:

   As mentioned in Note 1, all of the Company's leased hotels are owned by
Winston. Therefore, the Company's financial position and results of operations
would be adversely and materially impacted if Winston sells the hotels and
terminates the leases. Management believes that Winston has no intention of or
cause for terminating the hotel leases.


                                       63
<PAGE>   64

                               INDEX TO EXHIBITS

Exhibit            Description
-------            -----------

3.1(1)       Amended and Restated Articles of Incorporation

3.2(2)       Articles of Amendment to the Amended and Restated Articles of
             Incorporation effective June 14, 1995

3.3          Articles of Amendment to the Amended and Restated Articles of
             Incorporation effective September 10, 1997

3.4(1)       Amended and Restated Bylaws

4.1(1)       Specimen certificate for Common Stock, $0.01 par value per share

4.2(10)      Form of Stock Certificate for 9.25% Series A Cumulative Preferred
             Stock

4.3          Amended and Restated Articles of Incorporation as amended (see
             Exhibits 3.1, 3.2 and 3.3)

4.4          Amended and Restated Bylaws (see Exhibit 3.4)

10.1(1)      First Amended and Restated Agreement of Limited Partnership of WINN
             Limited Partnership

10.2(8)      Second Amended and Restated Agreement of Limited Partnership of
             WINN Limited Partnership

10.3(10)     Amendment No. 1 dated September 11, 1997 to Second Amended and
             Restated Agreement of Limited Partnership of WINN Limited
             Partnership

10.4         Amendment No. 2 dated December 31, 1997 to Second Amended and
             Restated Agreement of Limited Partnership of WINN Limited
             Partnership

10.5(3)      Form of Percentage Leases

10.6(11)     First Amendment to Lease dated November 17, 1997 between WINN
             Limited Partnership and CapStar Winston Company, L.L.C.

10.7(11)     First Amendment to Lease dated November 24, 1997 between WINN
             Limited Partnership and CapStar Winston Company, L.L.C.

10.8(1)      Winston Hotels, Inc. Directors' Stock Incentive Plan

10.9(3)      Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Hampton Inn
             Raleigh, North Carolina

10.10(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Hampton Inn Hilton
             Head, South Carolina

10.11(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Hampton Inn
             Chester (Richmond), Virginia

10.12(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Comfort Inn
             Fayetteville, North Carolina

10.13(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Comfort
             Inn-Durham/Chapel Hill, North Carolina

10.14(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & 
                                       64
<PAGE>   65

             Investment Corp. for the Comfort Inn-Charleston, South Carolina

10.15(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Comfort Inn
             Chester (Richmond), Virginia

10.16(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Comfort Inn
             Augusta, Georgia

10.17(3)     Management Agreement between Winston Hospitality, Inc. and
             Interstate Management & Investment Corp. for the Quality Suites
             Charleston, South Carolina

10.18(3)     Limitation of Future Hotel Ownership and Development Agreement

10.19(4)     Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
             Inc. and WINN Limited Partnership for the Hampton Inn-Raleigh,
             North Carolina

10.20(4)     Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
             Inc. and WINN Limited Partnership for the Comfort Inn-Charleston,
             South Carolina

10.21(4)     Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
             Inc. and WINN Limited Partnership for the Comfort
             Inn-Clearwater/St. Petersburg, Florida

10.22(4)     Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
             Inc. and WINN Limited Partnership for the Comfort Inn-Augusta,
             Georgia

10.23(4)     Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
             Inc. and WINN Limited Partnership for the Quality
             Suites-Charleston, South Carolina

10.24(5)     Memorandum of Understanding, dated March 15, 1996, among Winston
             Hotels, Inc., Winston Hospitality, Inc. and Promus Hotels, Inc.

10.25(5)     Stock Purchase Agreement, dated April 24, 1996, between Promus
             Hotels, Inc. and Winston Hotels, Inc.

10.26(5)     Agreement of Purchase and Sale, dated April 24, 1996, between WINN
             Limited Partnership and Promus Hotels, Inc. relating to three hotel
             properties being developed by Promus Hotels, Inc.

10.27(5)     Agreement of Purchase and Sale, dated April 24, 1996, relating to a
             hotel property located in Clear Lake, Texas.

10.28(5)     Option to Purchase Additional Hotels, dated April 24, 1996, between
             WINN Limited Partnership and Promus Hotels, Inc.

10.29(5)     Agreement of Purchase and Sale, dated February 1, 1996, among WINN
             Limited Partnership, Dallas Lodging Associates, Inc., A.B. Lodging
             Associates, Inc., London Lodging Associates and Duncanville Lodging
             Associates I, Ltd.

10.30(5)     Management Agreement, dated April 25, 1996, between Winston
             Hospitality, Inc. and Impac Hotel Group, Inc.

10.31(5)     Agreement of Purchase and Sale, dated April 24, 1996, between WINN
             Limited Partnership and Cary Suites, Inc.

10.32(5)     Agreement of Purchase and Sale, dated April 24, 1996, between WINN
             Limited Partnership and RWW, Inc.

                                       65
<PAGE>   66

10.33(5)     Agreement of Purchase and Sale, dated April 24, 1996, between WINN
             Limited Partnership and WJS Associates.

10.34(5)     Agreement of Purchase and Sale, dated April 24, 1996, between WINN
             Limited Partnership and Hotel II, Incorporated.

10.35(5)     Sales Contract, dated March 31, 1996, among WINN Limited
             Partnership, Louis Bowie and Title Company of North Carolina.

10.36(5)     Sales Contract, dated February 9, 1996, among WINN Limited
             Partnership, Russell Parman, Ruby Parman and Title Company of North
             Carolina.

10.37(6)     Amendment No. 1 to Stock Purchase Agreement, dated as of August 7,
             1996, by and between Promus Hotels, Inc. and Winston Hotels, Inc.
             amending the Stock Purchase Agreement, dated April 24, 1996, by and
             between Promus Hotels, Inc. and Winston Hotels, Inc.

10.38(6)     Amendment to Agreement of Purchase and Sale, dated as of August 7,
             1996, by and between WINN Limited Partnership and Promus Hotels,
             Inc., amending the Agreement of Purchase and Sale, dated April 24,
             1996, by and between WINN Limited Partnership and Promus Hotels,
             Inc. relating to three hotel properties being developed by Promus
             Hotels, Inc.

10.39(6)     Amendments to Agreement of Purchase and Sale, dated May 21, 1996
             and August 7, 1996, by and between WINN Limited Partnership and
             Promus Hotels, Inc. amending the Agreement of Purchase and Sale,
             dated April 24, 1996, by and between WINN Limited Partnership and
             Promus Hotels, Inc., relating to a hotel property being developed
             in Clear Lake, Texas.

10.40(6)     First Amendment to Option to Purchase Additional Hotels, dated as
             of August 7, 1996, by and between Promus Hotels, Inc. and WINN
             Limited Partnership, amending the Option to Purchase Additional
             Hotels, dated April 24, 1996, by and between WINN Limited
             Partnership and Promus Hotels, Inc.

10.41(6)     Winston Hotels, Inc. Stock Incentive Plan, as amended and restated
             on May 28, 1996.

10.42(7)     Credit Agreement, dated as of October 29, 1996, among Winston
             Hotels, Inc., WINN Limited Partnership, the banks listed therein,
             Wachovia Bank of North Carolina, N.A., as Collateral Agent and
             Wachovia Bank of Georgia, N.A., as Administrative Agent (the
             "Credit Agreement").

10.43(7)     Promissory Note, dated October 29, 1996, from Winston Hotels, Inc.
             and WINN Limited Partnership to Branch Banking and Trust Company
             for the principal sum of $35,000,000 pursuant to the Credit
             Agreement.

10.44(7)     Promissory Note, dated October 29, 1996, from Winston Hotels, Inc.
             and WINN Limited Partnership to Nationsbank, N.A. for the principal
             sum of $20,000,000 pursuant to the Credit Agreement.

10.45(7)     Promissory Note, dated October 29, 1996, from Winston Hotels, Inc.
             and WINN Limited Partnership to Southtrust Bank of Alabama, N.A.
             for the principal sum of $20,000,000 pursuant to the Credit
             Agreement.

10.46(7)     Promissory Note, dated October 29, 1996, from Winston Hotels, Inc.
             and WINN Limited Partnership to Wachovia Bank of North Carolina,
             N.A. for the principal sum of $50,000,000 pursuant to the Credit
             Agreement.

                                       66
<PAGE>   67

10.47(7)     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).

10.48(9)     Redemption and Registration Rights Agreement, dated as of July 14,
             1997 by and among WINN Limited Partnership, Winston Hotels, Inc.,
             certain partnerships listed and certain partners or designees
             thereof listed therein.

10.49(9)     Contribution and Exchange Agreement dated as of June 1997 between
             BHI Limited Partnership and W. Spring Limited Partnership, as
             Contributor, and WINN Limited Partnership and Winston Hotels, Inc.

10.50(9)     Reinstatement of Agreement of Purchase and Sale and Amendment,
             dated as of July 22, 1997 between WINN Limited Partnership and Park
             Hotel, Limited.

10.51(9)     Agreement of Purchase and Sale dated as of March 25, 1997 between
             WINN Limited Partnership and Park Hotel, Limited.

10.52(9)     Agreement of Purchase and Sale dated as of March 17, 1997 between
             WINN Limited Partnership and WHB Hotel Corp., Ltd.

10.53(11)    Letter Agreement dated November 17, 1997 between WINN Limited
             Partnership and CapStar Winston Company, L.L.C.

10.54(11)    Guaranty dated November 17, 1997 between CapStar Hotel Company,
             WINN Limited Partnership and Winston Hotels, Inc.

10.55(11)    Investment Agreement dated November 17, 1997 between Winston
             Hotels, Inc., Robert W. Winston, III and John B. Harris, Jr.

10.56(11)    First Amendment to Credit Agreement dated November 17, 1997 between
             Winston Hotels, Inc., WINN Limited Partnership, Wachovia Bank,
             N.A., Branch Banking and Trust Company, NationsBank, N.A., and
             SouthTrust Bank, N.A.

10.57        Employment Agreement, dated July 31, 1997, by and between Kenneth
             R. Crockett and Winston Hotels, Inc.

23           Consent of Independent Accountants.

24           Powers of Attorney.

27.1         Financial Data Schedule to the Company's Form 10-K for the year
             ended December 31, 1997.

27.2         Restated Financial Data Schedule to the Company's Form 10-Q as
             filed with the Securities and Exchange Commission on November 14, 
             1997 due to the change in the earnings per share calculation as a
             result of the adoption of Statement of Financial Accounting 
             Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.3         Restated Financial Data Schedule to the Company's Form 10-Q as
             filed with the Securities and Exchange Commission on August 8, 
             1997, due to the change in the earnings per share calculation as 
             a result of the adoption of Statement of Financial Accounting 
             Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.4         Restated Financial Data Schedule to the Company's Form 10-Q as
             filed with the Securities and Exchange Commission on May 13, 
             1997, due to the change in the earnings per share calculation as 
             a 

                                       67
<PAGE>   68

             result of the adoption of Statement of Financial Accounting 
             Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.5         Restated Financial Data Schedule to the Company's Form 10-K as
             filed with the Securities and Exchange Commission on March 27, 
             1997, due to the change in the earnings per share calculation as 
             a result of the adoption of Statement of Financial Accounting 
             Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.6         Restated Financial Data Schedule to the Company's Form 10-Q as
             filed with the Securities and Exchange Commission on November 12, 
             1996, due to the change in the earnings per share calculation as 
             a result of the adoption of Statement of Financial Accounting 
             Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.7         Restated Financial Data Schedule to the Company's Form 10-Q as
             filed with the Securities and Exchange Commission on August 14, 
             1996, due to the change in the earnings per share calculation as 
             a result of the adoption of Statement of Financial Accounting 
             Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.8         Restated Financial Data Schedule to the Company's Form 10-Q as
             filed with the Securities and Exchange Commission on May 14, 
             1996, due to the change in the earnings per share calculation as 
             a result of the adoption of Statement of Financial Accounting 
             Standards No. 128, "Earnings Per Share," on December 31, 1997.


(1)  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.

(2)  Exhibit to the Company's Quarterly Report on Form 10-Q as filed with the
     Securities and Exchange Commission on August 11, 1995 and incorporated
     herein by reference.

(3)  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.

(4)  Exhibits to the Company's Annual Report on Form 10-K as filed with the
     Securities and Exchange Commission on March 15, 1996 and incorporated
     herein by reference.

(5)  Exhibits to the Company's Quarterly Report on Form 10-Q as filed with
     the Securities and Exchange Commission on May 14, 1996 and incorporated
     herein by reference.

(6)  Exhibits to the Company's Quarterly Report on Form 10-Q as filed with
     the Securities and Exchange Commission on August 14, 1996 and incorporated
     herein by reference.

(7)  Exhibits to the Company's Annual Report on Form 10-K as filed with the
     Securities and Exchange Commission on March 27, 1997 and incorporated
     herein by reference.

(8)  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.

(9)  Exhibits to the Company's Quarterly Report on Form 10-Q as filed with
     the Securities and Exchange Commission on August 8, 1997 and incorporated
     herein by reference.

(10) 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.

(11) 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.

                                       68