8-K

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): May 9, 2003

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.)

1111 WESTCHESTER AVENUE
WHITE PLAINS, NEW YORK 10604
(Address of principal executive offices, including zip code)

(914) 640-8100
(Registrant’s telephone number, including area code)

COMMISSION FILE NUMBER: 1-6828

STARWOOD HOTELS & RESORTS
(Exact name of registrant as specified in its organizational documents)

MARYLAND
(State or other jurisdiction of incorporation or organization)

52-0901263
(I.R.S. employer identification no.)

1111 WESTCHESTER AVENUE
WHITE PLAINS, NEW YORK 10604
(Address of principal executive offices, including zip code)

(914) 640-8100
(Registrant’s telephone number, including area code)

ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURES.

     On May 8, 2003, Starwood Hotels & Resorts Worldwide, Inc. announced that it has agreed to sell $300 million aggregate principal amount of convertible senior notes due 2023 (plus an option to the initial purchasers of the notes to acquire up to an additional $60 million principal amount of the notes) in a private placement transaction. The notes will be convertible into shares of Starwood. Holders of the notes and the shares issuable upon conversion thereof will have certain registration rights with respect to such securities.

     This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the notes or the stock issuable upon conversion of the notes.

     A copy of the press release containing the foregoing announcement is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)	Exhibits
99.1	Press release dated May 8, 2003 of Starwood Hotels & Resorts Worldwide, Inc.

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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 thereunto duly authorized.

STARWOOD HOTELS & RESORTS	STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
By: /s/ Jeff S. Drew	By: /s/ Jeff S. Drew
Name: Jeff S. Drew Title:   Vice President and Treasurer	Name: Jeff S. Drew Title:   Senior Vice President and Treasurer

Dated: May 9, 2003

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INDEX TO EXHIBITS

99.1 Press release dated May 8, 2003 of Starwood Hotels & Resorts Worldwide, Inc.

4 EX-99.1 3 c76990exv99w1.htm EX-99.1 PRESS RELEASE DATED MAY 8, 2003

Starwood Hotels & Resorts (ticker: HOT, exchange: New York Stock Exchange) News Release — 5/8/2003

Starwood Raises $300 Million Through Offering of High Premium Convertible Senior Notes

WHITE PLAINS, N.Y.—(BUSINESS WIRE)—May 8, 2003—Starwood Hotels & Resorts Worldwide, Inc. (the “Company”) (NYSE: HOT) announced today that it has agreed to sell $300 million aggregate principal amount of convertible senior notes due 2023 (plus an option to the initial purchasers to acquire up to an additional $60 million principal amount of the notes) in a private placement transaction.

The notes will be convertible into shares of Starwood’s stock at a conversion price of $50.00 per share, which represents a 83.96 % premium on the closing price of Starwood’s stock on Thursday, May 8 of $27.18. The notes will bear interest at 3.50 % per annum.

The Company may not redeem the notes prior to May 23, 2006, but may at the option of the holders be required to purchase the notes on May 16 of each of 2006, 2008, 2013, 2018. So long as Starwood’s closing price exceeds 120% of the conversion price, the notes will be convertible into 7.2 million shares assuming the initial purchasers’ option is exercised. Upon redemption, repurchase or maturity, Starwood may choose to pay the purchase price in cash, Starwood shares or any combination thereof at the Company’s option. The offering is scheduled to close on May 16, 2003.

Starwood expects to use the net proceeds from the offering to repay indebtedness under its existing revolving credit facility and for general corporate purposes.

This notice does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities. The offering is being made only to qualified institutional buyers. The notes and the shares of common stock issuable upon conversion have not been registered under the United States or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Starwood Hotels & Resorts Worldwide, Inc. is one of the leading hotel and leisure companies in the world with more than 750 properties in more than 80 countries and 105,000 employees at its owned and managed properties. With internationally renowned brands, Starwood is a fully integrated owner, operator and franchiser of hotels and resorts including: St. Regis®, The Luxury Collection®, Sheraton®, Westin®, Four Points® by Sheraton, W® brands, as well as Starwood Vacation Ownership, Inc., one of the premier developers and operators of high quality vacation interval ownership resorts. For more information, please visit us at www.starwood.com.

Note: This press release contains forward-looking statements within the meaning of federal securities regulations. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties and other factors that may cause actual results to differ materially from those anticipated at the time the forward-looking statements are made. Further results, performance and achievements maybe affected by general economic conditions including the duration and severity of the current global economic downturn, the impact of war and terrorist activity, business and financing conditions, foreign exchange fluctuations, cyclicality of the real estate and the hotel and leisure business, operating risks associated with the hotel and leisure business, relationships with customers and property owners, the impact of the internet reservation channels, our reliance on technology, domestic and international

political and geopolitical conditions, competition, governmental and regulatory actions (including the impact of changes in U.S. tax laws), travelers’ fears of exposure to contagious diseases, risk associated with the level of our indebtedness, and other circumstances and uncertainties. These risks and uncertainties are presented in detail in our filings with the Securities and Exchange Commission. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that results will not materially differ. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.)

CONTACT:
Starwood Hotels & Resorts Worldwide, Inc.
David Matheson, 914/640-5204
SOURCE: Starwood Hotels & Resorts Worldwide, Inc.

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EX-99.1

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