0001193125-16-718194.txt : 20160923 0001193125-16-718194.hdr.sgml : 20160923 20160923130502 ACCESSION NUMBER: 0001193125-16-718194 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160923 DATE AS OF CHANGE: 20160923 EFFECTIVENESS DATE: 20160923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARWOOD HOTEL & RESORTS WORLDWIDE, INC CENTRAL INDEX KEY: 0000316206 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521193298 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-73461 FILM NUMBER: 161899279 BUSINESS ADDRESS: STREET 1: ONE STARPOINT CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-964-4000 MAIL ADDRESS: STREET 1: 15147 N. SCOTTSDALE ROAD STREET 2: SUITE H-210 CITY: SCOTTSDALE STATE: AZ ZIP: 85254 FORMER COMPANY: FORMER CONFORMED NAME: STARWOOD HOTEL & RESORTS WORLDWIDE INC DATE OF NAME CHANGE: 19980306 FORMER COMPANY: FORMER CONFORMED NAME: STARWOOD LODGING CORP DATE OF NAME CHANGE: 19950215 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL INVESTORS CORP DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Starwood Hotels & Resorts Worldwide, Inc. Savings & Retirement Plan CENTRAL INDEX KEY: 0001679613 IRS NUMBER: 521193298 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-73461-02 FILM NUMBER: 161899280 BUSINESS ADDRESS: STREET 1: ONE STARPOINT CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 964-6000 MAIL ADDRESS: STREET 1: ONE STARPOINT CITY: STAMFORD STATE: CT ZIP: 06902 S-8 POS 1 d222472ds8pos.htm S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on September 23, 2016

Registration No. 333-75859

Registration No. 333-73461

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-75859

Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-73461

 

 

FORM S-8 POS

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

STARWOOD HOTELS & RESORTS

WORLDWIDE, LLC

(Exact name of registrant as specified in its Charter)

 

 

 

Maryland   52-1193298

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification No.)

One StarPoint, Stamford, Connecticut 06902

(Address of Principal Executive Offices Including Zip Code)

 

 

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. SAVINGS AND RETIREMENT PLAN

(Full titles of the plans)

Bao Giang Val Bauduin

Manager

Starwood Hotels & Resorts Worldwide, LLC

One StarPoint

Stamford, Connecticut 06902

(203) 964-6000

(Name, Address, including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copy to:

Ronald O. Mueller, Esq.

Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

(202) 955-8500

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   ¨

 

 

 

EXPLANATORY NOTE

This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by Starwood Hotels & Resorts Worldwide, Inc. or its predecessors (collectively with Starwood Hotels & Resorts Worldwide, LLC, the successor-in-interest to Starwood Hotels & Resorts Worldwide, Inc., “Starwood”) and the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan (the “Starwood Savings and Retirement Plan”) with the Securities and Exchange Commission:

 

  1. Registration No. 333-75859, filed on April 7,1999, relating to the registration of shares of common stock of Starwood, par value $0.01 (“Common Stock”) and plan interests to be offered and sold pursuant to the ITT Corporation 401(k) Retirement Savings Plan, which was merged with and into the Plan; and

 

  2. Registration No. 333-73461, filed on March 5, 1999, as amended by Post-Effective Amendment Number 1 to Registration No. 333-73461, filed on April 7, 2006, relating to the registration of shares of Common Stock and plan interests to be offered and sold pursuant to the Starwood Savings and Retirement Plan.

Pursuant to that certain Agreement and Plan of Merger, dated as of November 15, 2015, and as amended by the Amendment Number 1, dated as of March 20, 2016 (the “Merger Agreement”), by and among Marriott International, Inc. (“Marriott”), Starwood and certain of their subsidiaries, Starwood became a subsidiary of Marriott. As a result of the transactions contemplated by the Merger Agreement, this Post-Effective Amendment hereby removes and withdraws from registration solely the shares of Common Stock registered pursuant to the Registration Statements that remain unsold as of the date hereof. This Post-Effective Amendment does not deregister interests in the Starwood Savings and Retirement Plan, which shall continue to be subject to this registration statement, as amended.

 

Item 8. Exhibits.

 

Exhibit No.

   

Description

23.1    Consent of Mayer Hoffman McCann P.C., Independent Registered Public Accounting Firm for the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan

 

1

SIGNATURES

Starwood. Pursuant to the requirements of the Securities Act of 1933, Starwood certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Montgomery, State of Maryland, on September 23, 2016.

 

STARWOOD HOTELS & RESORTS WORLDWIDE, LLC
By:   /s/ Bao Giang Val Bauduin
  Bao Giang Val Bauduin
  Manager, Starwood Hotels & Resorts Worldwide, LLC

Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person on behalf of Starwood is required to sign this Post-Effective Amendment to the specified registration statements on Form S-8.

 

2

The Starwood Savings and Retirement Plan. Pursuant to the requirements of the Securities Act of 1933, the Starwood Global Benefits Committee has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on September 23, 2016.

 

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. SAVINGS AND RETIREMENT PLAN
By:   /s/ Robyn Arnell
  Robyn Arnell
 

Starwood Hotels & Resorts Worldwide, LLC

Global Benefits Committee Member

 

3

EXHIBIT INDEX

 

Exhibit No.

   

Description

23.1    Consent of Mayer Hoffman McCann P.C., Independent Registered Public Accounting Firm for the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan

 

4

EX-23.1 2 d222472dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-75859 and Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-73461 of our report dated June 17, 2016, with respect to the statements of net assets available for benefits of Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan as of December 31, 2015, and 2014, the related statement of changes in net assets available for benefits for the year ended December 31, 2015, and the related supplemental schedule as of December 31, 2015, which report appears in the December 31, 2015 annual report on Form 11-K of Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan.

/s/ Mayer Hoffman McCann P.C.

Phoenix, Arizona

September 23, 2016