-----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, RnDXteyzpa8Q7Ldkq4E8Vcs753OsDtvvDEJDT3CGj/FsSjCdtS4UMxPBQjWqhwER L28mUiIOOj1hDkGxP8pH4w== 0000950150-98-001116.txt : 19980701 0000950150-98-001116.hdr.sgml : 19980701 ACCESSION NUMBER: 0000950150-98-001116 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980630 EFFECTIVENESS DATE: 19980630 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: 333-58141 FILM NUMBER: 98658197 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: 333-58141-01 FILM NUMBER: 98658198 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 JUNE 30, 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) ITT CORPORATION 401(K) ITT CORPORATION 401(K) RETIREMENT SAVINGS PLAN RETIREMENT SAVINGS 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. (2) ...................... 500,000 $46.34 $23,171,900 $6,836 ================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, based upon the average of the high and low prices of the shares as of June 24, 1998. (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also registers an undeterminate amount of interests to be offered or sold pursuant to the ITT Corporation 401(k) Retirement Savings Plan. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents previously filed by Starwood Hotels & Resorts, a Maryland real estate investment trust (Commission File No. 1-6828) (the "Trust"), and Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (Commission File No. 1-7959) (the "Corporation" and, together with the Trust, the "Company") or the ITT Corporation 401(k) Retirement Savings Plan (the "Plan"), with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference and are made a part hereof: (a) The Company's Joint Annual Report on Form 10-K for the year ended December 31, 1997; (b) The Company's Joint Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, as amended; (c) The Company's Joint Current Reports on Form 8-K dated January 2, 1998, February 3, 1998, February 23, 1998, February 24, 1998, and April 24, 1998; (d) The description of the Company's Paired Shares contained in the Registration Statement on Form 8-A filed by the Company with the Commission on October 3, 1986; and (e) The Plan's Annual Report on Form 11-K for the year ended December 31, 1997. All documents filed by the Company or the Plan 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 (a) through (e) 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. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. II-1 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Corporation's charter and the Amended and Restated Declaration of the Trust provide that the Corporation and the Trust, respectively, shall indemnify, to the fullest extent permitted by law, all persons who may be indemnified pursuant to the Maryland General Corporation Law (the "MGCL") and Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (the "Maryland REIT Law" and together with the MGCL, the "Maryland Statutes"), respectively. The Maryland Statutes require a corporation or a Maryland real estate investment trust (a "Maryland REIT") (unless its charter or declaration provides otherwise, which the Corporation Articles and the Trust Declaration 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 Maryland Statutes permit 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 capacity 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 Maryland Statutes, 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 Maryland Statutes permit 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) 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 Company has entered into indemnification agreements with its 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 advance of expenses to such directors, trustees and executive officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. II-2 4 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 Company's 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 Pairing Agreement dated June 25, 1986, between the Trust and the Corporation (incorporated by reference to Exhibit 4.1 to the Company's Joint Annual Report on Form 10-K for the year ended December 31, 1994). 4.6 Amendment No. 1 to the Pairing Agreement dated as of February 1, 1995, between the Trust and the Corporation (incorporated by reference to Exhibit 4.1 to the Company's Joint Annual Report on Form 10-K for the year ended December 31, 1994). 4.7 Amendment No. 2 to the Pairing Agreement dated as of January 2, 1998, between the Trust and the Corporation (incorporated by reference to Exhibit 4.3 to the 1997 Form 10-K). 5.1* Opinion of Piper & Marbury L.L.P. 5.2* Internal Revenue Service determination letter dated February 17, 1998. 23.1* Consent of Coopers & Lybrand L.L.P. 23.2* Consent of Arthur Andersen LLP. 23.3* Consent of Piper & Marbury L.L.P. (included in Exhibit 5.1). 24.1* Powers of Attorney (included on the signature pages hereto).
- --------------- * Filed herewith. 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, as amended (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 II-3 5 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)(ii) and (1)(iii) 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 the Registration Statement to include any financial statements required by Rule 3-19 of this chapter 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 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, the Registrant has been advised that in the opinion of the Commission such identification 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 the final adjudication of such issue. II-4 6 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 White Plains, State of New York, on this 30th day of June, 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 June 30, 1998 - ----------------------------------------------------- Officer and Trustee (Principal Barry S. Sternlicht Executive, Financial and Accounting Officer) /s/ JEAN-MARC CHAPUS Trustee June 30, 1998 - ----------------------------------------------------- Jean-Marc Chapus /s/ BRUCE W. DUNCAN Trustee June 30, 1998 - ----------------------------------------------------- Bruce W. Duncan /s/ MADISON F. GROSE Trustee June 30, 1998 - ----------------------------------------------------- Madison F. Grose /s/ GEORGE J. MITCHELL Trustee June 30, 1998 - ----------------------------------------------------- George J. Mitchell /s/ ROGER S. PRATT Trustee June 30, 1998 - ----------------------------------------------------- Roger S. Pratt /s/ STEPHEN R. QUAZZO Trustee June 30, 1998 - ----------------------------------------------------- Stephen R. Quazzo /s/ STUART M. ROTHENBERG Trustee June 30, 1998 - ----------------------------------------------------- Stuart M. Rothenberg /s/ RAYMOND S. TROUBH Trustee June 30, 1998 - ----------------------------------------------------- Raymond S. Troubh
II-5 7 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 White Plains, State of New York, on this 30th day of June, 1998. STARWOOD HOTELS & RESORTS WORLDWIDE, INC. By: /s/ RICHARD D. NANULA ------------------------------------ Richard D. Nanula Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby appoints Ronald C. Brown and Alan M. Schnaid, 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 with the Securities and Exchange Commission, any and all amendments (including post-effective 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 Director June 30, 1998 - ----------------------------------------------------- Barry S. Sternlicht /s/ RICHARD D. NANULA Chief Executive Officer and June 30, 1998 - ----------------------------------------------------- Director (Principal Executive Richard D. Nanula Officer) /s/ RONALD C. BROWN Executive Vice President and June 30, 1998 - ----------------------------------------------------- Chief Financial Officer Ronald C. Brown (Principal Financial and Accounting Officer) /s/ BRENDA C. BARNES Director June 30, 1998 - ----------------------------------------------------- Brenda C. Barnes /s/ JUERGEN BARTELS Director June 30, 1998 - ----------------------------------------------------- Juergen Bartels /s/ JONATHAN D. EILIAN Director June 30, 1998 - ----------------------------------------------------- Jonathan D. Eilian /s/ BRUCE M. FORD Director June 30, 1998 - ----------------------------------------------------- Bruce M. Ford /s/ GRAEME W. HENDERSON Director June 30, 1998 - ----------------------------------------------------- Graeme W. Henderson /s/ EARLE F. JONES Director June 30, 1998 - ----------------------------------------------------- Earle F. Jones
II-6 8
SIGNATURE TITLE DATE --------- ----- ---- /s/ MICHAEL A. LEVEN Director June 30, 1998 - ----------------------------------------------------- Michael A. Leven Director June , 1998 - ----------------------------------------------------- Daniel H. Stern /s/ BARRY S. VOLPERT Director June 30, 1998 - ----------------------------------------------------- Barry S. Volpert /s/ DANIEL W. YIH Director June 30, 1998 - ----------------------------------------------------- Daniel W. Yih
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Phoenix, State of Arizona, on June 30,1998. ITT CORPORATION 401(K) RETIREMENT SAVINGS PLAN By: /s/ ALAN M. SCHNAID -------------------------------------- Alan M. Schnaid Title: Vice President and Corporate Controller -------------------------------------- II-7 9 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE ------- ----------- ------------ 4.1 Amended and Restated Declaration of Trust of Starwood Hotels & Resorts (the "Trust"), as amended (incorporated by reference to Exhibit 3.1 of the Company's 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 Starwood Hotels & Resorts Worldwide, Inc. (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 Pairing Agreement dated June 25, 1986, between the Trust and the Corporation (incorporated by reference to Exhibit 4.1 to the Company's Joint Annual Report on Form 10-K for the year ended December 31, 1994).................................... 4.6 Amendment No. 1 to the Pairing Agreement dated as of February 1, 1995, between the Trust and the Corporation (incorporated by reference to Exhibit 4.1 to the Company's Joint Annual Report on Form 10-K for the year ended December 31, 1994)................................................... 4.7 Amendment No. 2 to the Pairing Agreement dated as of January 2, 1998, between the Trust and the Corporation (incorporated by reference to Exhibit 4.3 to the 1997 Form 10-K).......... 5.1* Opinion of Piper & Marbury L.L.P............................ 5.2* Internal Revenue Service determination letter dated February 17, 1998.................................................... 23.1* Consent of Coopers & Lybrand L.L.P.......................... 23.2* Consent of Arthur Andersen LLP.............................. 23.3* Consent of Piper & Marbury L.L.P. (included in Exhibit 5.1)........................................................ 24.1* Powers of Attorney (included on the signature pages hereto).....................................................
- --------------- * Filed herewith. EX-5.1 2 OPINION OF PIPER MARBURY 1 EXHIBIT 5.1 [PIPER & MARBURY L.L.P. LETTERHEAD] June 26, 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 with the joint registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, 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 500,000 shares of beneficial interest, $.01 par value, of the Trust (the "Trust Shares") and 500,000 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 ITT Corporation 401(k) Retirement Savings Plan, as amended (the "ITT Plan"). In our capacity as special Maryland counsel, we have reviewed the following: (a) The Declaration of Trust of the Trust, as amended to date, certified by an officer of the Trust (the "Declaration of Trust"); (b) The Charter of the Corporation, as amended to date, certified by an officer of the Corporation (the "Charter"); (c) A copy of the Trustees' Regulations of the Trust as in effect on the date hereof (the "Trust Regulations"); 2 [PIPER & MARBURY L.L.P. LETTERHEAD] Starwood Hotels & Resorts Starwood Hotels & Resorts Worldwide, Inc. June 26, 1998 Page 2 (d) A copy of the By-laws of the Corporation as in effect on the date hereof (the "Corporation By-laws"); (e) The Registration Statement; (f) The ITT Plan; (g) A specimen certificate evidencing the Trust Shares; (h) A specimen certificate evidencing the Corporation Shares; (i) Certified resolutions of the Board of Trustees of the Trust relating to the filing of the Registration Statement and the ITT Plan; (j) Certified resolutions of the Board of Directors of the Corporation relating to the filing of the Registration Statement and the ITT Plan; (k) A good standing certificate for the Trust, dated June 9, 1998, issued by the Maryland State Department of Assessments and Taxation (the "Department"); (l) A good standing certificate for the Corporation, dated June 9, 1998, issued by the Department; (m) An Officer's Certificate of the Trust dated as of the date hereof as to certain factual matters (the "Trust Officer's Certificate"); (n) An Officer's Certificate of the Corporation dated as of the date hereof as to certain factual matters (the "Corporation Officer's Certificate"); and (p) 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 3 [PIPER & MARBURY L.L.P. LETTERHEAD] Starwood Hotels & Resorts Starwood Hotels & Resorts Worldwide, Inc. June 26, 1998 Page 3 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 prior to the issuance of any Corporation Shares and Trust Shares there will exist, under the Charter or the Declaration of Trust, 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) When issued as described in the Registration Statement and in accordance with the ITT Plan, the Corporation Shares will be validly issued, fully paid and nonassessable. (iv) When issued as described in the Registration Statement and in accordance with the ITT 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, /s/ PIPER & MARBURY L.L.P. EX-5.2 3 INTERNAL REVENUE SERVICE DETERMINATION LETTER 1 EXHIBIT 5.2 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P.O. BOX 2508 CINCINNATI, OH 45201 Date: Feb 17, 1998 Employer Identification Number: 88-0340691 DLN: 17007273083007 ITT CORP Person to Contact: 1330 AVENUE OF THE AMERICAS CINDY PERRY NEW YORK, NY 10019-5490 (513) 241-8199 Plan Name: ITT CORP 401(K) RETIREMENT SAVINGS PLAN Plan Number: 003 Dear Applicant: We have made a favorable determination on your plans identified above based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some events that may affect the qualified status of your employee retirement plans and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated 2/11/98. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This determination letter is applicable for the amendment(s) adopted on 7/23/96. This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This plan satisfies the nondiscrimination in amount requirements of section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-1(b) of the regulations with respect to those benefits, rights and features that are currently available to all employees in the plan's coverage group. For this purpose, the plans, coverage group consists of those employees treated as currently benefitting for purposes of 2 demonstrating that the plan satisfies the minimum coverage requirements section 410(b) of the Code. Except as otherwise specified, this letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act Pub. L. 103-465 and by the Small Business Job Protection Act of 1996 (SBJPA), Pub. L. 104-103 other than the requirements of Code Section 401(a)(26). Based on the information supplied, we have determined that your plan meets the requirements of section 401(k) of the Internal Revenue Code. This letter considers the amendments required by the Tax Reform Act of 1986, except as otherwise specified in this letter. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ PAUL M. HARRINGTON ----------------------------- Paul M. Harrington District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans EX-23.1 4 CONSENT OF COOPERS & LYBRAND L.L.P 1 [COOPERS & LYBRAND LETTERHEAD] Exhibit 23.1 INDEPENDENT ACCOUNTANT'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. Phoenix, AZ June 29, 1998 EX-23.2 5 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 12, 1998 on the consolidated financial statements and financial statement schedule of ITT Corporation, and our report dated March 11, 1998 on the combined financial statements of Westin Hotels & Resorts Worldwide, Inc., the consolidated financial statements of W&S Hotel L.L.C., and the combined financial statements of the predecessor business included in Starwood Hotels & Resorts and Starwood Hotels & Resorts Worldwide, Inc. Joint Current Report on Form 8-K dated February 23, 1998 and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP New York, New York June 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----