-----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, BBrBLmqfEjsPLThfyvKBvrEciB3u7HCUDqst0YVJoEqUFqAH25q94hUsZzejunrT NtrH/WeVKayerrzomBYiYQ== 0000950137-98-000694.txt : 19980225 0000950137-98-000694.hdr.sgml : 19980225 ACCESSION NUMBER: 0000950137-98-000694 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980224 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980224 SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARWOOD LODGING TRUST 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: 8-K SEC ACT: SEC FILE NUMBER: 001-06828 FILM NUMBER: 98548436 BUSINESS ADDRESS: STREET 1: 2231 E CAMELBACK RD STREET 2: STE 410 CITY: PHOENIX STATE: AZ ZIP: 80516 BUSINESS PHONE: 6028523900 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 /MD/ DATE OF NAME CHANGE: 19930506 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL INVESTORS TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL INVESTORS DATE OF NAME CHANGE: 19800720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARWOOD LODGING CORP CENTRAL INDEX KEY: 0000316206 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 521193298 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07959 FILM NUMBER: 98548437 BUSINESS ADDRESS: STREET 1: 2231 E CAMELBACK RD, 4TH FL STREET 2: SUITE 400 CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 6028523900 MAIL ADDRESS: STREET 1: 2231 E CAMELBACK RD. 4TH FL STREET 2: SUITE 4O0 CITY: PHOENOX STATE: AZ ZIP: 85016 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL INVESTORS CORP DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 24, 1998 COMMISSION FILE NUMBER 1-6828 STARWOOD HOTELS & RESORTS (Exact name of registrant as specified in its charter) MARYLAND (State or other jurisdiction of incorporation or organization) 52-0901263 (I.R.S. employer identification no.) 2231 EAST CAMELBACK ROAD., SUITE 410 PHOENIX, ARIZONA 85016 (Address of principal executive offices, including zip code) (602) 852-3900 (Registrant's telephone number, including area code) COMMISSION FILE NUMBER: 1-7959 STARWOOD HOTELS & RESORTS WORLDWIDE, INC. (Exact name of registrant as specified in its charter) MARYLAND (State or other jurisdiction of incorporation or organization) 52-1193298 (I.R.S. employer identification no.) 2231 EAST CAMELBACK ROAD, SUITE 400 PHOENIX, ARIZONA 85016 (Address of principal executive offices, including zip code) (602) 852-3900 (Registrant's telephone number, including area code) ================================================================================ 2 ITEM 5. OTHER EVENTS On February 24, 1998, Starwood Hotels & Resorts and Starwood Hotels & Resorts Worldwide, Inc. issued two press releases, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit 99.1 Press Release dated February 24, 1998. Exhibit 99.2 Press Release dated February 24, 1998. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. STARWOOD HOTELS & RESORTS STARWOOD HOTELS & RESORTS WORLDWIDE, INC. By: /s/ Ronald C. Brown By: /s/ Alan M. Schnaid -------------------------- --------------------------------------- Ronald C. Brown Alan M. Schnaid Senior Vice President and Vice President and Corporate Controller Chief Financial Officer Principal Accounting Officer Date: February 24, 1998 4 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press Release dated February 24, 1998. 99.2 Press Release dated February 24, 1998. EX-99.1 2 PRESS RELEASE 1 NEWS BULLETIN FROM: RE: STARWOOD HOTELS & RESORTS STARWOOD HOTELS & RESORTS FRB 2231 EAST CAMELBACK RD. WORLDWIDE, INC. SUITE 410 2231 EAST CAMELBACK RD. PHOENIX, AZ 85016 SUITE 400 TRADED: NYSE (HOT) PHOENIX, AZ 85016 TRADED: NYSE (HOT) - ------------------------------------------------------------------------------- The Financial Relations Board, Inc. FOR FURTHER INFORMATION: AT THE TRUST: AT THE CORPORATION: AT THE FINANCIAL RELATIONS BOARD: Barry Sternlicht Ron Brown Debi Ford Daniel Saks or Haris Tajyar Chairman and CEO Senior VP and CEO Director of Investor Relations General Information (203) 861-2100 (602) 852-3900 (602) 852-3370 (310) 442-0599
- ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE Tuesday, February 24, 1998 STARWOOD HOTELS & RESORTS COMPLETES $14.6 BILLION ACQUISITION OF ITT CORPORATION Creates Largest Hotel & Gaming Company in the World PHOENIX, AZ, February 24, 1998--Starwood Hotels & Resorts Worldwide, Inc. ("the Corporation"), a hotel management and operating company, whose shares are paired with and trade together as a unit (NYSE: HOT) with Starwood Hotels & Resorts (the "Trust", and together with the Corporation, the "Company" or "Starwood Hotels") a real estate investment trust, today announced the completion of the previously announced acquisition of ITT Corporation (NYSE:ITT). After yesterday's closing, Starwood Hotels' portfolio now includes more than 650 hotels and resorts located in over 70 countries worldwide with additional hotel and resort projects under development around the world. "With the closing of the ITT acquisition, together with our recently completed Westin acquisition, Starwood Hotels has emerged as a leader in the worldwide leisure industry," said Barry S. Sternlicht, Chairman and Chief Executive Officer of the Trust. "The ITT acquisition provides Starwood Hotels with a collection of five of the world's leading hotel brands, a proprietary acquisition pipeline of Westin and ITT managed hotels and, together with Westin, an international infrastructure and critical mass that should enable Starwood Hotels to capitalize on additional growth opportunities, both domestically and internationally. "I am quite proud that we have successfully concluded this merger. Starwood Hotels now owns some of the finest assets and brands in the lodging industry. Closing this complex transaction, obtaining all the necessary approvals and securing appropriate financing while at the same time maximizing the value of the disposition assets has taken herculean efforts of both the Starwood Hotels & Resorts and Starwood Capital Group teams. Now, we will turn our focus to maximizing the value of the acquired assets so that we can continue to drive shareholder returns. The opportunities are very exciting. "We expect our combined management teams to focus on leveraging Starwood Hotels' tremendous size and capital structure in an effort to maximize the efficiencies and true potential of the combined upscale, full-service asset bases of Starwood Hotels, Westin and ITT. The extensive work already completed by our internal integration teams together with Arthur Andersen, Perot Systems and Towers Perrin has resulted in integration road maps the implementation of which are already underway. In so doing, we expect to achieve significant revenue enhancement as well as substantial cost savings, operating synergies, and economies of scale that should enable us to achieve significant internal growth rates in 1998 and beyond," concluded Mr. Sternlicht. -more- Financial Relations Board, Inc. serves as financial relations counsel to this company, in acting on the company's behalf in issuing this bulletin and receiving compensation therefor. The information contained herein is furnished for information purposes only and is not to be construed as an offer to buy or sell securities. 2 STARWOOD HOTELS & RESORTS ADD 1 FINAL CASH AND STOCK ELECTION RESULTS Starwood Hotel's Exchange Agent, ChaseMellon Shareholder Services, LLC, indicated that the following final elections have been made with respect to the 117,318,879 shares of outstanding ITT Common Stock at the effective time of the merger: - Cash elections 86,977,138 - Stock elections 19,972,721 - Non-electing 10,369,019 Under the terms of the acquisition, each outstanding share of ITT common stock, other than those shares that were converted into cash pursuant to a cash election by the holder, was converted into 1.543 Paired Shares of Starwood Hotels. Pursuant to the cash election procedures, approximately 35,195,664, or approximately 40%, of those shares for which cash elections were made will be converted into cash. The Company expects to commence mailing cash payments and delivering stock certificates to ITT shareholders on Tuesday, February 24, 1998. In addition, ITT shareholders will receive additional cash consideration in the amount of approximately $0.37 per share as interest from January 31, 1998 through February 23, 1998. Fractional Paired Shares occurring from the conversion will be paid in cash at the rate of approximately $53.90 per Paired Share. The amount was determined based on the average of closing prices of Starwood Hotels Paired Shares on the NYSE for the five consecutive trading days beginning with February 13, 1998 and ending on February 20, 1998, the trading day immediately prior to the effective date of the merger. All outstanding securities of ITT were delisted from trading on the NYSE at the close of business on February 23, 1998. FINANCING In connection with the ITT acquisition, Starwood Hotels is entering into credit facilities with a group of financial institutions arranged by Bankers Trust Company, Chase Securities Inc. and Lehman Brothers Inc. representing an aggregate of approximately $5.6 billion. In addition, as a source of cash to fund the exercise of stock appreciation rights by certain ITT executives, Starwood Hotels is entering into a $250 million private placement of approximately 4.6 million Paired Shares with Lehman Brothers Inc., Merrill Lynch & Co. and NationsBank Montgomery Securities. Separately, Starwood Hotels entered into related agreements with the purchasers of their affiliates which provide that during the one-year term, Starwood Hotels has the right at any time to deliver or receive Paired Shares in settlement of the agreement, based on the market price of the Paired Shares at the time of the election. Starwood Hotels, through its ITT Sheraton and Westin subsidiaries, is the largest hotel operating company in the world and the largest real estate investment trust in the United States. Shares of Starwood Hotels & Resorts Worldwide, Inc. are paired and trade together with Starwood Hotels & Resorts. Starwood Hotels & Resorts Worldwide, Inc. leases properties from Starwood Hotels & Resorts and operates them directly, through its subsidiaries or third party management companies. -more- 3 STARWOOD HOTELS & RESORTS ADD 2 (Note: Statements in this press release which are not historical may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Starwood Hotels believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from Starwood Hotels expectations include completion of pending acquisitions, continued availability of acquisitions, continued availability of debt and equity on favorable terms, legislative proposals to limit activities of paired-share real estate investment trusts, foreign exchange fluctuations, performance of hotel operations, financial performance, real estate conditions, market valuations of its stock, execution of hotel renovation programs, changes in local or national economic conditions and other risks detailed from time to time in the Starwood Hotels SEC reports, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K.) ### EX-99.2 3 PRESS RELEASE 1 NEWS BULLETIN FROM: RE: STARWOOD HOTELS & RESORTS STARWOOD HOTELS & RESORTS FRB 2231 EAST CAMELBACK RD. WORLDWIDE, INC. SUITE 410 2231 EAST CAMELBACK RD. PHOENIX, AZ 85016 SUITE 400 TRADED: NYSE (HOT) PHOENIX, AZ 85016 TRADED: NYSE (HOT) - ------------------------------------------------------------------------------- The Financial Relations Board, Inc. FOR FURTHER INFORMATION: AT THE TRUST: AT THE CORPORATION: AT THE FINANCIAL RELATIONS BOARD: Barry Sternlicht Ron Brown Debi Ford Daniel Saks or Haris Tajyar Chairman and CEO Senior VP and CFO Director of Investor Relations General Information (203) 861-2100 (602) 852-3900 (602) 852-3370 (310) 442-0599
- ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE Tuesday, February 24, 1998 STARWOOD HOTELS & RESORTS CLARIFIES EARLIER ANNOUNCEMENT OF FINANCING RELATED TO ITT ACQUISITION Creates Largest Hotel & Gaming Company in the World PHOENIX, AZ, February 24, 1998--Starwood Hotels & Resorts Worldwide, Inc. ("the Corporation"), a hotel management and operating company, whose shares are paired with and trade together as a unit (NYSE: HOT) with Starwood Hotels & Resorts (the "Trust", and together with the Corporation, the "Company" or "Starwood Hotels") a real estate investment trust, clarified its earlier announcement concerning the equity financing related to the acquisition of ITT. The proceeds of $250 million from the previously announced private placement have been used to fund the exercise of previously outstanding stock appreciation rights by certain ITT executives. This private placement was a "forward spot" sale of approximately 4.6 million paired shares. This transaction has closed. The transaction will settle within a one-year term, at Starwood Hotels elections based on the market price of paired shares at the time of settlement. Starwood Hotels, through its ITT Sheraton and Westin subsidiaries, is the largest hotel operating company in the world and the largest real estate investment trust in the United States. Shares of Starwood Hotels & Resorts Worldwide, Inc. are paired and trade together with Starwood Hotels & Resorts. Starwood Hotels & Resorts Worldwide, Inc. leases properties from Starwood Hotels & Resorts and operates them directly, through its subsidiaries or third party management companies. (Note: Statements in this press release which are not historical may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Starwood Hotels believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from Starwood Hotels expectations include completion of pending acquisitions, continued availability of acquisitions, continued availability of debt and equity on favorable terms, legislative proposals to limit activities of paired-share real estate investment trusts, foreign exchange fluctuations, performance of hotel operations, financial performance, real estate conditions, market valuations of its stock execution of hotel renovation programs, changes in local or national economic conditions and other risks detailed from time to time in the Starwood Hotels SEC reports, including quarterly reports on Form 10-Q reports on Form 8-K and annual reports on Form 10-K.) # # # -----END PRIVACY-ENHANCED MESSAGE-----