-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oov20GkDwdm1AdvcZMZtgjZw4ztAMaXSRbZBtfV1LS+bbPknlSGYiC1EhP7mCWZP cG1D4y9WKXs1QuWKjuWDjg== 0000912057-02-029455.txt : 20020801 0000912057-02-029455.hdr.sgml : 20020801 20020731174206 ACCESSION NUMBER: 0000912057-02-029455 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020801 EFFECTIVENESS DATE: 20020801 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-97469 FILM NUMBER: 02716553 BUSINESS ADDRESS: STREET 1: 1111 WESTCHESTER AVENUE CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 9146408100 MAIL ADDRESS: STREET 1: 2231 E CAMELBACK RD. 4TH FL STREET 2: SUITE 4O0 CITY: PHOENIX STATE: AZ ZIP: 85016 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL INVESTORS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STARWOOD LODGING CORP DATE OF NAME CHANGE: 19950215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARWOOD HOTELS & RESORTS CENTRAL INDEX KEY: 0000048595 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 520901263 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-97469-01 FILM NUMBER: 02716554 BUSINESS ADDRESS: STREET 1: 1111 WESTCHESTER AVENUE STREET 2: . CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 9146408100 MAIL ADDRESS: STREET 1: 2231 E CAMELBACK RD STREET 2: STE 410 CITY: PHOENIX STATE: AZ ZIP: 85016 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL INVESTORS TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL INVESTORS TRUST /MD/ DATE OF NAME CHANGE: 19930506 FORMER COMPANY: FORMER CONFORMED NAME: STARWOOD LODGING TRUST DATE OF NAME CHANGE: 19950215 S-8 1 a2085595zs-8.txt S-8 \ As filed with the Securities and Exchange Commission on July 31, 2002 Registration Nos. 333- and 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STARWOOD HOTELS & RESORTS WORLDWIDE, INC. STARWOOD HOTELS & RESORTS (EXACT NAME OF REGISTRANT AS (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) SPECIFIED IN ITS CHARTER) MARYLAND MARYLAND (STATE OR OTHER JURISDICTION OF (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) INCORPORATION OR ORGANIZATION) 52-1193298 52-0901263 (I.R.S. EMPLOYER IDENTIFICATION NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 1111 WESTCHESTER AVENUE WHITE PLAINS, NEW YORK 10604 (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES) EMPLOYEE STOCK PURCHASE PLAN 2002 LONG-TERM INCENTIVE COMPENSATION PLAN 1999 LONG-TERM INCENTIVE COMPENSATION PLAN (FULL TITLE OF PLANS) KENNETH S. SIEGEL, ESQ. EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY STARWOOD HOTELS & RESORTS WORLDWIDE, INC. 1111 WESTCHESTER AVENUE WHITE PLAINS, NEW YORK 10604 (914) 640-8100 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ PROPOSED MAXIMUM PROPOSED TITLE OF SECURITIES AMOUNT TO OFFERING PRICE MAXIMUM AMOUNT OF TO BE REGISTERED BE REGISTERED(1) PER SHARE AGGREGATE REGISTRATION OFFERING PRICE FEE - ------------------------------------------------------------------------------------------------------------------------------------ Common stock, par value $.01 per share, of Starwood Hotels & Resorts Worldwide, Inc. ("the Corporation" and such shares (including the attached 10,000,000 Shares (2) Preferred Stock Purchase Rights) 14,113,685 Shares (3) and Class B shares of beneficial 7,118,181 Shares (4) $25.33(5) $791,107,844(5) $72,782 interest, par value $.01 per share, of Starwood Hotels & Resorts, which are attached and trade together as "Shares" - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers such additional Shares as may be issued to prevent dilution of the Shares covered hereby resulting from stock splits, stock dividends or similar transactions. (2) To be offered under the Employee Stock Purchase Plan. (3) To be offered under the 2002 Long-Term Incentive Compensation Plan (the "2002 LTIP"). (4) To be offered under the 1999 Long-Term Incentive Compensation Plan, as amended (the "1999 LTIP"). All of these shares are being carried forward from the 25,500,000 Shares previously registered by the Registrants' Registration Statement on Form S-8 (Registration Nos. 333-75947 and 333-75947-01) initially filed with the SEC on April 8, 1999. (5) Estimated solely for purposes of calculating the registration fee. The weighted average exercise price of the stock options and other awards outstanding under the 1999 LTIP is $31.53. With respect to the Shares to be offered under the 2002 LTIP and the Employee Stock Purchase Plan, the estimated Proposed Maximum Offering Price Per Share was estimated based upon the average of the high and low prices of the Shares on the New York Stock Exchange on July 25, 2002, which average was $23.50. The number referenced above in the table entitled "Proposed Maximum Offering Price Per Share" represents a weighted average of the foregoing estimates calculated in accordance with Rules 457(h) and 457(c). PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* * Pursuant to General Instruction E to Form S-8, this registration statement incorporates by reference the contents of the Registration Statement on Form S-8 (Registration Nos. 333-84203 and 333-84203-1) filed by Starwood Hotels & Resorts Worldwide, Inc. and Starwood Hotels & Resorts with the Securities and Exchange Commission on July 30, 1999 with respect to the 1999 Long-Term Incentive Compensation Plan. Information required by Part I to be contained in the Section 10(a) prospectus with respect to the Employee Stock Purchase Plan and the 2002 Long-Term Incentive Compensation Plan is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8. I-1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents previously filed by Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the "Corporation"), and Starwood Hotels & Resorts, a Maryland real estate investment trust (the "Trust" and, together with the Corporation, the "Company"), are incorporated herein by reference and shall be deemed to be a part hereof: 1. Joint Annual Report on Form 10-K for the year ended December 31, 2001; 2. Joint Quarterly Report on Form 10-Q for the quarter ended March 31, 2002; 3. Joint Current Reports on Form 8-K dated April 5, 2002, April 8, 2002 and April 11, 2002; and 4. The descriptions of the common stock, par value $.01 per share, of the Corporation and the Class B shares of beneficial interest, par value $.01 per share, of the Trust contained in the Registration Statements on Form 8-A filed with the SEC on October 3, 1986, January 4, 1999 and March 15, 1999, respectively, and all amendments or reports of the Corporation or the Trust may file with the SEC for the purpose of updating such descriptions. 5. The description of the Corporation's Series A Junior Participating Preferred Stock and related rights contained in the Registration Statement of Form 8-A filed with the SEC on March 15, 1999, and all amendments or reports, if any, the Corporation or the Trust may file with the SEC for the purpose of updating such descriptions. All documents filed by the Corporation and/or the Trust pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated in paragraphs (1) through (5) above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such first statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. After reasonable efforts, the Registrants have not been able to obtain the written consent of Arthur Andersen LLP to the incorporation by reference of its report into this Registration Statement. The Registrants have dispensed with the requirement to file the written consent of Arthur Andersen LLP in reliance on Rule 437a promulgated under the Securities Act. Since the Registrants have not been able to obtain the written consent of Arthur Andersen LLP, you will not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statements of material fact contained in the financial statements audited by Arthur Andersen LLP incorporated by reference herein or any omissions to state a material fact required to be stated therein. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. II-1 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation's charter requires the Corporation to indemnify its directors and officers to the fullest extent required or permitted by law and to indemnify other employees and agents to such extent as may be authorized by the Board of Directors. The Declaration of Trust of the Trust obligates the Trust to indemnify its trustees, officers, employees and other agents to the fullest extent permitted by Maryland law for the indemnification of corporate directors, officers, agents or employees. The Maryland General Corporation Law (the "MGCL") requires a corporation and permits a Maryland real estate investment trust (a "Maryland REIT") (unless its charter or declaration provides otherwise, which the charter of the Corporation and the Declaration of Trust of the Trust do not) to indemnify a director, trustee or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity. The MGCL permits a corporation or Maryland REIT to indemnify its present and former directors, trustees and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director, trustee or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director, trustee or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director, trustee or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation or a Maryland REIT may not indemnify for an adverse judgment in a suit by or in the right of the corporation or the Maryland REIT or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation or a Maryland REIT to advance reasonable expenses to a director, trustee or officer upon the receipt by the corporation or the Maryland REIT of (a) a written affirmation by the director, trustee or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by or on his behalf to repay the amount paid or reimbursed by the corporation or the Maryland REIT if it shall ultimately be determined that the standard of conduct was not met. The Corporation and the Trust have entered into indemnification agreements with their directors, trustees and executive officers providing for the maintenance of directors, trustees and officers liability insurance, subject to certain conditions, and the indemnification of and advancement of expenses to such directors, trustees and executive officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits are filed herewith: EXHIBIT NO. DESCRIPTION OF EXHIBIT - ------- ---------------------- 4.1 Rights Agreement dated as of March 15, 1999 between the Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4 to the Corporation's and the Trust's Joint Current Report on Form 8-K dated March 15, 1999). 4.2 2002 Long-Term Incentive Plan (incorporated by reference to Annex B to the Company's Proxy Statement filed with the SEC on April 12, 2002). 4.3 Employee Stock Purchase Plan (incorporated by reference to Annex C to the Company's Proxy Statement filed with the SEC on April 12, 2002). 4.4 1999 Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 to the Corporation's and the Trust's Joint Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999). II-2 4.5 First Amendment to the 1999 Long-Term Incentive Compensation Plan, dated as of August 1, 2001 (incorporated by reference to Exhibit 10.1 to the Corporation's and the Trust's Joint Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001). 5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP. 23.1 Consent of Counsel (included in Exhibit 5.1). 24.1 Powers of Attorney (contained in signature pages hereto). ITEM 9. UNDERTAKINGS Each of the undersigned registrants (the "Registrants") hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if this Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) If either Registrant is a foreign private issuer, to file a post-effective amendment to this Registration Statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that such Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. Each Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the II-3 Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of a Registrant pursuant to the foregoing provisions, or otherwise, such Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by he final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of White Plains, State of New York, on this 26th day of July, 2002. STARWOOD HOTELS & RESORTS WORLDWIDE, INC. By: /s/ Barry S. Sternlicht ----------------------------------------- Barry S. Sternlicht Chairman and Chief Executive Officer POWERS OF ATTORNEY Each person whose signature to this Registration Statement appears below hereby appoints Kenneth S. Siegel and Ronald C. Brown, and each of them, as his or her attorneys-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file, all amendments to this Registration Statement, which amendments may make such changes in and additions to this Registration Statement as such attorneys-in-fact may deem necessary or appropriate. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Barry S. Sternlicht Chairman, Chief Executive July 26, 2002 - ------------------------------- Officer and Director Barry S. Sternlicht (Principal Executive Officer) /s/ Ronald C. Brown Executive Vice President July 30, 2002 - ------------------------------- and Chief Financial officer Ronald C. Brown (Principal Financial and Accounting Officer) Director July 26, 2002 - ------------------------------- Charlene Barshefsky /s/ Jean-Marc Chapus Director July 26, 2002 - ------------------------------- Jean-Marc Chapus /s/ Bruce W. Duncan Director July 26, 2002 - ------------------------------- Bruce W. Duncan /s/ Eric Hippeau Director July 26, 2002 - ------------------------------- Eric Hippeau /s/ George J. Mitchell Director July 26, 2002 - ------------------------------- George J. Mitchell /s/ Stephen R. Quazzo Director July 26, 2002 - ------------------------------- Stephen R. Quazzo /s/ Thomas O. Ryder Director July 30, 2002 - ------------------------------- Thomas O. Ryder /s/ Daniel W. Yih Director July 26, 2002 - ------------------------------- Daniel W. Yih /s/ Kneeland C. Youngblood Director July 26, 2002 - ------------------------------- Kneeland C. Youngblood II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of White Plains, State of New York, on this 26th day of July, 2002. STARWOOD HOTELS & RESORTS By: /s/ Barry S. Sternlicht ----------------------------------------- Barry S. Sternlicht Chairman and Chief Executive Officer POWERS OF ATTORNEY Each person whose signature to this Registration Statement appears below hereby appoints Kenneth S. Siegel and Ronald C. Brown, and each of them, as his or her attorneys-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file, all amendments to this Registration Statement, which amendments may make such changes in and additions to this Registration Statement as such attorneys-in-fact may deem necessary or appropriate. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Barry S. Sternlicht Chairman, Chief Executive July 26, 2002 - ------------------------------- Officer and Director Barry S. Sternlicht (Principal Executive Officer) /s/ Ronald C. Brown Executive Vice President July 30, 2002 - ------------------------------- and Chief Financial officer Ronald C. Brown (Principal Financial and Accounting Officer) Director July 26, 2002 - ------------------------------- Charlene Barshefsky /s/ Jean-Marc Chapus Director July 26, 2002 - ------------------------------- Jean-Marc Chapus /s/ Bruce W. Duncan Director July 26, 2002 - ------------------------------- Bruce W. Duncan /s/ Eric Hippeau Director July 26, 2002 - ------------------------------- Eric Hippeau /s/ George J. Mitchell Director July 26, 2002 - ------------------------------- George J. Mitchell /s/ Stephen R. Quazzo Director July 26, 2002 - ------------------------------- Stephen R. Quazzo /s/ Thomas O. Ryder Director July 30, 2002 - ------------------------------- Thomas O. Ryder /s/ Daniel W. Yih Director July 26, 2002 - ------------------------------- Daniel W. Yih /s/ Kneeland C. Youngblood Director July 26, 2002 - ------------------------------- Kneeland C. Youngblood II-6 EX-5.1 3 a2085595zex-5_1.txt EXHIBIT 5.1 Exhibit 5.1 LAW OFFICES BALLARD SPAHR ANDREWS & INGERSOLL, LLP CAMDEN, NJ 300 East Lombard Street DENVER, CO Baltimore, MD 21202 PHILADELPHIA, PA 410-528-5600 SALT LAKE CITY, UT FAX: 410-528-5650 VOORHEES, NJ LAWYERS@BALLARDSPAHR.COM WASHINGTON, DC FILE NUMBER 896163 July 31, 2002 Starwood Hotels & Resorts Worldwide, Inc. 1111 Westchester Avenue White Plains, New York 10604 Starwood Hotels & Resorts 1111 Westchester Avenue White Plains, New York 10604 Re: Starwood Hotels & Resorts Worldwide, Inc. Starwood Hotels & Resorts Registration Statement on Form S-8 ----------------------------------------- Ladies and Gentlemen: We have served as Maryland counsel to Starwood Hotels & Resorts, a Maryland real estate investment trust (the "Trust"), and Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the "Corporation," and together with the Trust, sometimes collectively referred to herein as "Starwood"), in connection with certain matters of Maryland law arising out of the registration of up to 31,231,866 shares (the "Corporation Shares") of common stock, par value $.01 per share (the "Common Stock"), of the Corporation and up to 31,231,866 shares (the "Trust Shares") of Class B Shares of beneficial interest, par value $.01 per share (the "Common Shares"), of the Trust, each of which is attached to a Corporation Share and trades as a unit consisting of one Corporation Share and one Trust Share (the "Shares"), covered by the Registration Statement on Form S-8, as filed by Starwood on or about the date hereof under the Securities Act of 1933, as amended (the "1933 Act") (the "Registration Statement"). The Shares will be issued upon the exercise of options granted pursuant to the 2002 Long-Term Incentive Compensation Plan of the Corporation and the Employee Stock Purchase Plan of the Corporation and options and other awards granted pursuant to the 1999 Long-Term Incentive Compensation Plan of the Corporation (together, the "Plans"). We did not participate in the drafting of the Plans. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Registration Statement. In connection with our representation of Starwood, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Documents"): Starwood Hotels & Resorts Worldwide, Inc. Starwood Hotels & Resorts July 31, 2002 Page 2 1. The Registration Statement; 2. The Amended and Restated Declaration of Trust of the Trust (the "Declaration"), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the "SDAT"); 3. The charter of the Corporation (the "Charter"), certified as of a recent date by the SDAT; 4. The Amended and Restated Bylaws of the Trust (the "Trust Bylaws"), certified as of a recent date by an officer of the Trust; 5. The Amended and Restated Bylaws of the Corporation (the "Corporation Bylaws"), certified as of a recent date by an officer of the Corporation; 6. Resolutions (the "Corporation Resolutions") adopted by the Board of Directors of the Corporation, certified as of a recent date by an officer of the Corporation; 7. Resolutions (the "Trust Resolutions") adopted by the Board of Trustees of the Trust, certified as of a recent date by an officer of the Trust; 8. A certificate of the SDAT, as of a recent date, as to the good standing of the Trust; 9. A certificate of the SDAT, as of a recent date, as to the good standing of the Corporation; 10. A certificate executed by an officer of the Trust, dated as of a recent date; 11. A certificate executed by an officer of the Corporation, dated as a recent date; 12. The Plans, certified as of a recent date by an officer of the Corporation; 13. The Amended and Restated Intercompany Agreement (the "Intercompany Agreement"), in the form incorporated by reference in the Registration Statement; and 14. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth in this letter, subject to the assumptions, limitations and qualifications stated herein. In expressing the opinion set forth below, we have assumed the following: Starwood Hotels & Resorts Worldwide, Inc. Starwood Hotels & Resorts July 31, 2002 Page 3 1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so. 2. Each individual executing any of the Documents on behalf of a party (other than Starwood) is duly authorized to do so. 3. Each of the parties (other than Starwood) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party's obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms. 4. Any Documents submitted to us as originals are authentic. The form and content of any Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. Any Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise. 5. Each option upon the exercise of which a Corporation Share or Trust Share will be issued was duly authorized and validly granted, was validly transferred to the holder thereof, if applicable, and will be validly outstanding and exercised, exchanged or converted in accordance with its terms and the terms of the Plans at the time of any exercise, exchange or conversion of such option. 6. None of the Shares will be issued, sold or transferred in violation of the Charter, the Declaration or the Intercompany Agreement. 7. Upon issuance of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Corporation is then authorized to issue under the Charter and the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Trust is then authorized to issue under the Declaration. Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that: 1. The Trust is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. Starwood Hotels & Resorts Worldwide, Inc. Starwood Hotels & Resorts July 31, 2002 Page 4 2. The Corporation is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. 3. The Corporation Shares are duly authorized and, when issued in accordance with the terms of the Charter, the Plans, the Corporation Bylaws and the Corporation Resolutions, will be validly issued, fully paid and nonassessable. 4. The Trust Shares are duly authorized and, when issued in accordance with the terms of the Declaration, the Plans, the Trust Bylaws and the Trust Resolutions, will be validly issued, fully paid and nonassessable. The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, any federal or state laws regarding fraudulent transfers or any real estate syndication laws of the State of Maryland. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is being furnished to you solely for submission to the Securities and Exchange Commission as an exhibit to the Registration Statement and, accordingly, may not be relied upon by, quoted in any manner to, or delivered to any person or entity without, in each instance, our prior written consent. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll, LLP -----END PRIVACY-ENHANCED MESSAGE-----