-----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, LCdCA27tv6vJjs1SCPMuAwvuGXtkO+vBbCbh630N2YMZf90FH3gdqtlUvlNZXKbI b81JgihGhrL6UDENZT+ZSg== 0000950150-98-000558.txt : 19980413 0000950150-98-000558.hdr.sgml : 19980413 ACCESSION NUMBER: 0000950150-98-000558 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980410 EFFECTIVENESS DATE: 19980410 SROS: NYSE SROS: PCX 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: SEC FILE NUMBER: 333-49927 FILM NUMBER: 98591754 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: STARWOOD LODGING TRUST DATE OF NAME CHANGE: 19950215 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARWOOD HOTEL & RESORTS WORLDWIDE INC 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: S-8 SEC ACT: SEC FILE NUMBER: 333-49927-01 FILM NUMBER: 98591755 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: STARWOOD LODGING CORP DATE OF NAME CHANGE: 19950215 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL INVESTORS CORP DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 1998 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 STARWOOD HOTELS & RESORTS WORLDWIDE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CHARTER) MARYLAND MARYLAND (STATE OR OTHER JURISDICTION (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) OF INCORPORATION OR ORGANIZATION) 52-0901263 52-1193298 (I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.) 2231 E. CAMELBACK ROAD, SUITE 410 2231 E. CAMELBACK ROAD, SUITE 400 PHOENIX, ARIZONA 85016 PHOENIX, ARIZONA 85016 (602) 852-3900 (602) 852-3900 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 1995 LONG-TERM INCENTIVE PLAN 1995 LONG-TERM INCENTIVE PLAN (FULL TITLE OF THE PLAN) (FULL TITLE OF THE PLAN) BARRY S. STERNLICHT RONALD C. BROWN CHAIRMAN AND CHIEF EXECUTIVE OFFICER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER STARWOOD HOTELS & RESORTS STARWOOD HOTELS & RESORTS 2231 E. CAMELBACK ROAD, SUITE 410 WORLDWIDE, INC. PHOENIX, ARIZONA 85016 2231 E. CAMELBACK ROAD, SUITE 400 (NAME AND ADDRESS OF AGENT FOR SERVICE) PHOENIX, ARIZONA 85016 (NAME AND ADDRESS OF AGENT FOR SERVICE) (602) 852-3900 (602) 852-3900 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) FOR SERVICE)
COPIES TO: SHERWIN L. SAMUELS, ESQ. LAURA A. LOFTIN, ESQ. SIDLEY & AUSTIN SIDLEY & AUSTIN 555 WEST FIFTH STREET 555 WEST FIFTH STREET LOS ANGELES, CALIFORNIA 90013 LOS ANGELES, CALIFORNIA 90013 (213) 896-6000 (213) 896-6000
CALCULATION OF REGISTRATION FEE ================================================================================================================================ PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE - -------------------------------------------------------------------------------------------------------------------------------- Shares of beneficial interest, $0.01 par value, of Starwood Hotels & Resorts, paired with Shares of common stock, $0.01 par value, of Starwood Hotels & Resorts Worldwide, Inc. .......................... 20,361,070 $52.63 $1,071,603,114 $316,123 ================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933, based upon the exercise price for outstanding stock options and the average of the high and low sale prices of the paired shares on the New York Stock Exchange on April 9, 1998. ================================================================================ 2 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 (File Nos. 333-02721 and 333-02721-01) filed by Starwood Hotels & Resorts (formerly Starwood Lodging Trust) and Starwood Hotels & Resorts Worldwide, Inc. (formerly Starwood Lodging Corporation) (together the "Company" or the "Registrants" with the Securities and Exchange Commission (the "Commission") on April 22, 1996. PART II ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 4.1 Amended and Restated Declaration of Trust of the Trust, as amended (incorporated by reference to Exhibit 3.1 of the Joint Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (the "1997 Form 10-K")). 4.2 Amended and Restated Articles of Incorporation of the Corporation, as amended (incorporated by reference to Exhibit 3.2 of the 1997 Form 10-K). 4.3 Amended and Restated Trustees' Regulations of the Trust, as amended (incorporated by reference to Exhibit 3.3 of the 1997 Form 10-K). 4.4 Amended and Restated Bylaws of the Corporation, as amended (incorporated by reference to Exhibit 3.4 of the 1997 Form 10-K). 4.5 1995 Long-Term Incentive Plan of the Trust, as amended (incorporated by reference to Exhibit C of the Definitive Joint Proxy Statement filed with the Commission on Form 14A on November 12, 1997 (the "1997 Proxy Statement")). 4.6 1995 Long-Term Incentive Plan of the Corporation, as amended (incorporated by reference to Exhibit D of the 1997 Proxy Statement). *5.1 Opinion of Piper & Marbury L.L.P. *23.1 Consent of Coopers & Lybrand L.L.P. *24.1 Powers of Attorney (included on signature pages hereto).
- --------------- * Filed herewith. II-1 3 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 of 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 Phoenix, State of Arizona, on this 10th day of April, 1998. STARWOOD HOTELS & RESORTS By: /s/ BARRY S. STERNLICHT ------------------------------------ Barry S. Sternlicht Chairman and Chief Executive Officer POWER OF ATTORNEY Each person whose signature to the Registration Statement appears below hereby appoints Barry S. Sternlicht, Madison F. Grose and Sherwin L. Samuels, and each of them, as his 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 date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ BARRY S. STERNLICHT Chairman, Chief Executive April 10, 1998 - ----------------------------------------------------- Officer and Trustee Barry S. Sternlicht (Principal Executive, Financial and Accounting Officer) /s/ JEAN-MARC CHAPUS Trustee April 10, 1998 - ----------------------------------------------------- Jean-Marc Chapus /s/ BRUCE W. DUNCAN Trustee April 10, 1998 - ----------------------------------------------------- Bruce W. Duncan /s/ MADISON F. GROSE Trustee April 10, 1998 - ----------------------------------------------------- Madison F. Grose /s/ GEORGE J. MITCHELL Trustee April 10, 1998 - ----------------------------------------------------- George J. Mitchell /s/ ROGER S. PRATT Trustee April 10, 1998 - ----------------------------------------------------- Roger S. Pratt /s/ STEPHEN R. QUAZZO Trustee April 10, 1998 - ----------------------------------------------------- Stephen R. Quazzo /s/ STUART M. ROTHENBERG Trustee April 10, 1998 - ----------------------------------------------------- Stuart M. Rothenberg /s/ RAYMOND S. TROUBH Trustee April 10, 1998 - ----------------------------------------------------- Raymond S. Troubh
II-2 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 of 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 Phoenix, State of Arizona, on this 10th day of April, 1998. STARWOOD HOTELS & RESORTS WORLDWIDE, INC. By: /s/ RONALD C. BROWN ------------------------------------ Ronald C. Brown Executive Vice President and Chief Financial Officer POWER OF ATTORNEY Each person whose signature to the Registration Statement appears below hereby appoints Ronald C. Brown and Alan M. Schnaid, and each of them, as his 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 date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ BARRY S. STERNLICHT Chairman of the Board of April 10, 1998 - ----------------------------------------------------- Directors and Director Barry S. Sternlicht /s/ RONALD C. BROWN Executive Vice President and April 10, 1998 - ----------------------------------------------------- Chief Financial Officer Ronald C. Brown (Principal Financial and Accounting Officer) /s/ JUERGEN BARTELS Chief Executive, Hotel April 10, 1998 - ----------------------------------------------------- Operating Group and Director Juergen Bartels (Principal Executive Officer) Director April , 1998 - ----------------------------------------------------- Brenda C. Barnes /s/ JONATHAN D. EILIAN Director April 10, 1998 - ----------------------------------------------------- Jonathan D. Eilian /s/ BRUCE M. FORD Director April 10, 1998 - ----------------------------------------------------- Bruce M. Ford /s/ GRAEME W. HENDERSON Director April 10, 1998 - ----------------------------------------------------- Graeme W. Henderson /s/ EARLE F. JONES Director April 10, 1998 - ----------------------------------------------------- Earle F. Jones
II-3 5
SIGNATURE TITLE DATE --------- ----- ---- /s/ MICHAEL A. LEVEN Director April 10, 1998 - ----------------------------------------------------- Michael A. Leven /s/ DANIEL H. STERN Director April 10, 1998 - ----------------------------------------------------- Daniel H. Stern /s/ BARRY S. VOLPERT Director April 10, 1998 - ----------------------------------------------------- Barry S. Volpert /s/ DANIEL W. YIH Director April 10, 1998 - ----------------------------------------------------- Daniel W. Yih
II-4 6 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE ------- ----------- ------------ 4.1 Amended and Restated Declaration of Trust of the Trust, as amended (incorporated by reference to Exhibit 3.1 of the Joint Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (the "1997 Form 10-K").................... 4.2 Amended and Restated Articles of Incorporation of the Corporation, as amended (incorporated by reference to Exhibit 3.2 of the 1997 Form 10-K).......................... 4.3 Amended and Restated Trustees' Regulations of the Trust, as amended (incorporated by reference to Exhibit 3.3 of the 1997 Form 10-K)............................................. 4.4 Amended and Restated Bylaws of the Corporation, as amended (incorporated by reference to Exhibit 3.4 of the 1997 Form 10-K)....................................................... 4.5 1995 Long-Term Incentive Plan of the Trust, as amended (incorporated by reference to Exhibit C of the Definitive Joint Proxy Statement filed with the Commission on Form 14A on November 12, 1997 (the "1997 Proxy Statement")).......... 4.6 1995 Long-Term Incentive Plan of the Corporation, as amended (incorporated by reference to Exhibit D of the 1997 Proxy Statement).................................................. *5.1 Opinion of Piper & Marbury L.L.P............................ *23.1 Consent of Coopers & Lybrand L.L.P.......................... *24.1 Powers of Attorney (included on signature pages hereto).....
- --------------- * Filed herewith. EX-5.1 2 OPINION OF PIPER & MARBURY LLP 1 EXHIBIT 5.1 [Letterhead of Piper & Marbury] April 10, 1998 Starwood Hotels & Resorts 2231 East Camelback Road, Suite 410 Phoenix, Arizona 85016 Starwood Hotels & Resorts Worldwide, Inc. 2231 East Camelback Road, Suite 400 Phoenix, Arizona 85016 Ladies and Gentlemen: We have acted as special Maryland counsel in connection the joint registration statement on Form S-8 (the "Registration Statement") to be filed on April 10, 1998 by Starwood Hotels & Resorts, a Maryland real estate investment trust (the "Trust"), and Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the "Corporation"), relating to the registration of an aggregate of 20,361,070 shares of beneficial interest, $.01 par value, of the Trust (the "Trust Shares") and 20,361,070 shares of common stock, $.01 par value, of the Corporation (the "Corporation Shares") which are "paired" and traded as units consisting of one Trust Share and one Corporation Share (the "Paired Common Shares"), to be issued under the 1995 Long-Term Incentive Plan of the Trust, as amended (the "Trust Plan") and the 1995 Long-Term Incentive Plan of the Corporation; as amended (the "Corporation Plan"). In our capacity as special Maryland counsel, we have reviewed the following: (q) The Declaration of Trust of the Trust, as amended to date, certified by an officer of the Trust (the "Declaration of Trust"); (r) The Charter of the Corporation, as amended to date, certified by an officer of the Corporation (the "Charter"); (s) A copy of the Trustees' Regulations of the Trust as in effect on the date hereof (the "Trust Regulations"); (t) A copy of the By-laws of the Corporation as in effect on the date hereof (the "Corporation By-laws"); (u) The Registration Statement on Form S-8, relating to the Trust Shares and the Corporation Shares, to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, on April 10, 1998 (together with all exhibits thereto, the "Registration Statement"); 2 Piper & Marbury L.L.P. Starwood Hotels & Resorts Starwood Hotels & Resorts Worldwide, Inc. April 10, 1998 Page 2 (v) The Trust Plan and the Corporation Plan; (w) A specimen certificate evidencing the Trust Shares; (x) A specimen certificate evidencing the Corporation Shares; (y) Certified resolutions of the Board of Trustees of the Trust relating to the filing of the Registration Statement and the Trust Plan; (z) Certified resolutions of the Board of Directors of the Corporation relating to the filing of the Registration Statement and the Corporation Plan; (aa) A good standing certificate for the Trust, of recent date, issued by the Maryland State Department of Assessments and Taxation (the "Department"); (bb) A good standing certificate for the Corporation, of recent date, issued by the Department; (cc) An Officer's Certificate of the Trust dated as of the date hereof as to certain factual matters (the "Trust Officer's Certificate"); (dd) An Officer's Certificate of the Corporation dated as of the date hereof as to certain factual matters (the "Corporation Officer's Certificate"); and (ee) Such other documents as we have considered necessary to the rendering of the opinions expressed below. In such examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies and that all public records reviewed are accurate and complete. As to any facts material to this opinion which we did not independently establish or verify, we have relied solely upon the Trust Officer's Certificate and the Corporation Officer's Certificate and have not independently verified the matters stated therein. We assume also that the issuance, sale and number of Trust Shares and Corporation Shares to be offered from time to time will be authorized and determined by proper action of the Board of Trustees of the Trust and the Board of Directors of the Corporation, as the case may be, in accordance with the parameters described in the Registration Statement (each, a "Board Action") and in accordance with the Declaration of 3 Piper & Marbury L.L.P. Starwood Hotels & Resorts Starwood Hotels & Resorts Worldwide, Inc. April 10, 1998 Page 3 Trust and the Charter, respectively, and applicable Maryland law. We further assume that prior to the issuance of any Corporation Shares and Trust Shares there will exist, under the Declaration of Trust or the Charter, as the case may be, the requisite number of authorized but unissued Corporation Shares or Trust Shares, as the case may be. Based upon the foregoing, we are of the opinion that (i) The Trust has been duly formed and is validly existing in good standing as a real estate investment trust under the laws of the State of Maryland. (ii) The Corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland. (iii) (A) When specifically authorized for issuance by the Corporation's Board of Directors in an amount not exceeding the authorized but unissued capital stock of the Corporation and (B) when issued as described in the Registration Statement and in accordance with the Corporation Plan, the Corporation Shares will be validly issued, fully paid and nonassessable. (iv) (A) When specifically authorized for issuance by the Trust's Board of Trustees in an amount not exceeding the authorized but unissued capital stock of the Trust and (B) when issued as described in the Registration Statement and in accordance with the Trust Plan, the Trust Shares will be validly issued, fully paid and nonassessable. The opinions expressed above are limited to the laws of Maryland, exclusive of the securities or "blue sky" laws of the State of Maryland. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the Registration Statement. Very truly yours, Piper & Marbury L.L.P. EX-23.1 3 CONSENT OF COOPERS & LYBRAND, LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 27, 1998, on our audits of the financial statements and financial statement schedules appearing in the Joint Annual Report of Starwood Hotels & Resorts (formerly Starwood Lodging Trust) and Starwood Hotels & Resorts Worldwide, Inc. (formerly Starwood Lodging Corporation) on Form 10-K. Coopers & Lybrand L.L.P. Phoenix, AZ April 10, 1998 -----END PRIVACY-ENHANCED MESSAGE-----