-----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, A/ZyVclz82a+ckOY2ogSjd227OZ+5tnYk4yABdZKQH+nQyC+8+SdH9N5BwDFWyXw +rAco6nhD8LFgsI5RBG33Q== 0000950150-99-000441.txt : 19990408 0000950150-99-000441.hdr.sgml : 19990408 ACCESSION NUMBER: 0000950150-99-000441 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990407 EFFECTIVENESS DATE: 19990407 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: 333-75857 FILM NUMBER: 99589083 BUSINESS ADDRESS: STREET 1: 777 WESTERCHESTER AVENUE STREET 2: SUITE 400 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: 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 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: 333-75857-01 FILM NUMBER: 99589084 BUSINESS ADDRESS: STREET 1: 777 WESTCHESTER AVENUE STREET 2: STE 410 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: 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 S-8 1 FORM S-8 (ITT CORP. INCENTIVE STOCK PLAN) 1 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 SPECIFIED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) IN ITS CHARTER) MARYLAND MARYLAND (STATE OR OTHER JURISDICTION OF (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) INCORPORATION OR ORGANIZATION) 52-0901263 52-1193298 (I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.) 777 WESTCHESTER AVENUE WHITE PLAINS, NY 10604 (914) 640-8100 (ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 1995 ITT CORPORATION INCENTIVE STOCK PLAN (FULL TITLE OF THE PLAN) THOMAS C. JANSON, JR., ESQ. EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY STARWOOD HOTELS & RESORTS WORLDWIDE, INC. 777 WESTCHESTER AVENUE WHITE PLAINS, NY 10604 (914) 640-8100 (NAME AND ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: LAURA A. LOFTIN SIDLEY & AUSTIN 555 WEST FIFTH STREET LOS ANGELES, CA 90013 (213) 896-6000 CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Title Of Amount Maximum Aggregate Amount Of Securities To Be Offering Price Offering Registration to be Registered Registered Per Share Price Fee ---------------- ---------- --------- ----- --- Shares of common stock, $0.01 par value per share, of Starwood Hotels & Resorts Worldwide, Inc. (including associated preferred stock purchase rights (1)) attached to Class B 2,463,946(2) $48.2753(3) $118,947,732 $0.00(4) shares of beneficial interest, $0.01 par value per (3) share, of Starwood Hotels & Resorts
(1) Shares of common stock being registered hereunder are accompanied by preferred stock purchase rights. Until the occurrence of specific prescribed events, such rights are not exercisable, are evidenced by the certificates for shares of common stock and will be transferred along with and only with shares of common stock. (2) Pursuant to Rule 429, 2,463,946 of the shares of common stock included in these shares are being carried forward from the shares of common stock included in the 7,150,784 Paired Shares previously registered by the Registrants' Registration Statement on Form S-8 (Registration Nos. 333-49931 and 333-49931-01) (the "Prior Registration Statement"). 2 (3) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, the Proposed Maximum Offering Price Per Shares is based upon the weighted average of the prices at which the options may be exercised. (4) Pursuant to Rule 429, the filing fee of $33,067.47 payable hereunder is offset in full by fees of $38,254.86 previously paid with the registration of 2,463,946 Paired Shares under the Prior Registration Statement. THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO THE PRIOR REGISTRATION STATEMENT. 3 EXPLANATORY NOTE On January 6, 1999, Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the "Corporation"), and Starwood Hotels & Resorts, a Maryland real estate investment trust (the "Trust"), completed the restructuring of Starwood Hotels (the "Restructuring") in accordance with the Agreement and Plan of Restructuring (the "Restructuring Agreement"), dated as of September 16, 1998 and amended as of November 30, 1998, among the Corporation, ST Acquisition Trust, a Maryland real estate investment trust and a wholly owned subsidiary of the Corporation ("Merger Sub"), and the Trust. Pursuant to the terms of the Restructuring Agreement, Merger Sub merged with and into the Trust (the "Merger"). As a result of the Merger, the Trust became a subsidiary of the Corporation. Each issued and outstanding common share of beneficial interest, par value $.01 per share, of Merger Sub was converted into one validly issued, fully paid and nonassessable Class A share of beneficial interest, par value $.01 per share ("Class A Share"), of the Trust. The Corporation has 100% voting control over the Trust through the Corporation's ownership of the Class A Shares. Under the terms of the Restructuring Agreement, all common shares of beneficial interest, par value $.01 per share ("Trust Shares"), of the Trust that had been acquired by the Trust or by any of its wholly owned subsidiaries and all of the Trust Shares owned by the Corporation or any of its wholly owned subsidiaries were canceled and no cash, shares of beneficial interest in the Trust or other consideration was delivered in exchange therefor. Each Trust Share issued and outstanding immediately prior to the effective time of the Restructuring (other than Trust Shares canceled as described above) was converted into one Class B share of beneficial interest, par value $.01 per share ("Class B Share"), of the Trust. Prior to the Restructuring, the shares of common stock, par value $.01 per share, of the Corporation ("Corporation Shares") and the Trust Shares were "paired" on a one-to-one basis pursuant to a Pairing Agreement dated as of June 25, 1980 (as amended from time to time, the "Pairing Agreement"), and were held and transferred only in combined units of one Corporation Share and one Trust Share (a "Paired Share"). In the Restructuring, the Pairing Agreement was amended and restated, and renamed the "Intercompany Agreement." Pursuant to the Intercompany Agreement, the Class B Shares, and not the Trust Shares, are attached to and trade together with the Corporation Shares in units ("Units") consisting of one Corporation Share and one Class B Share. As a result of the Merger, the securities issuable upon the exercise of the options granted under the 1995 ITT Corporation Stock Incentive Plan (the "Plan") are now invested in Units, not Paired Shares. This Registration Statement relates to an aggregate amount of up to 2,463,946 Units issuable pursuant to the Plan. 4 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. 2 5 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 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, "Starwood"), are incorporated herein by reference and shall be deemed to be a part hereof: (a) The description of the shares of common stock of the Corporation contained in the Registration Statement on Form 8-A filed by the Corporation with the Securities and Exchange Commission (the "Commission") on October 3, 1986; (b) The description of the Class B shares of beneficial interest of the Trust contained in the Registration Statements on Form 8-A filed by the Trust with the Commission on December 21, 1998 and January 4, 1999, including any amendment or report filed for the purpose of updating such description; (c) The description of the preferred stock purchase rights of the Corporation contained in the Registration Statements on Form 8-A filed by the Corporation with the Commission on March 15, 1999, including any amendment or report filed for the purpose of updating such description; (d) Starwood's Joint Annual Report on Form 10-K for the fiscal year ended December 31, 1998; and (e) Starwood's Joint Current Reports on Form 8-K dated January 6, 1999 and March 15, 1999. All documents filed by the Corporation 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 (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. II-1 6 Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers The Corporation's charter (the "Corporation Articles") and the Amended and Restated Declaration of the Trust (the "Trust Declaration") 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 him 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. Item 7. Exemption From Registration Claimed Not applicable. Item 8. Exhibits. II-2 7 Exhibit Number Description of Exhibit 4.1 Charter of the Corporation, amended and restated as of February 1, 1995, as amended through March 26, 1999 (incorporated by reference to Exhibit 3.2 of the Joint Annual Report on Form 10-K for the fiscal year ended December 31, 1998). 4.2 Amended and Restated Declaration of the Trust (incorporated by reference to Exhibit 1 of the Trust's Registration Statement on Form 8-A filed on December 21, 1998, except that the following changes were made on January 6, 1999, upon the filing by the Trust and Merger Sub of the Articles of Merger of Merger Sub into the Trust (the "Articles of Merger") with, and the acceptance thereof for record by, the State Department of Assessments and Taxation of the State of Maryland (the "SDAT"): Section 6.14 specifies January 6, 1999 as the date of the Intercompany Agreement; Section 6.19.1 specifies January 6, 1999 as the date of the acceptance for record by the SDAT of the Articles of Merger; and the definition of "Intercompany Agreement" in Section 6.19.2 specifies January 6, 1999 as the date of the Intercompany Agreement). 4.3 Bylaws of the Corporation, as amended through March 15, 1999 (incorporated by reference to Exhibit 3.4 to the Trust and the Corporation's Joint Current Report on Form 8-K dated March 15, 1999). 4.4 Bylaws of the Trust (incorporated by reference to Exhibit 2 of the Trust's Registration Statement on Form 8-A filed on December 21, 1998). 4.5 Amended and Restated Intercompany Agreement dated as of January 6, 1999, between the Corporation and the Trust (incorporated by reference to Exhibit 3 of the Trust's Registration Statement on Form 8-A filed on December 21, 1998, except that on January 6, 1999, the Intercompany Agreement was executed and dated as of January 6, 1999). 4.6 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 Trust and the Corporation's Current Report on Form 8-K dated March 15, 1999). 4.7 1995 ITT Corporation Incentive Stock Plan, as amended (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 (Registration Nos. 333-49931 and 333-49931-01) filed by the Corporation and the Trust on April 10, 1998). *5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP. II-3 8 *23.1 Consent of Arthur Andersen LLP. *24.1 Powers of Attorney (included on 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 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 Exchange Act 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. II-4 9 (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 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 the final adjudication of such issue. II-5 10 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 7th day of April, 1999. --- 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 Thomas C. Janson, Jr., 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 date indicated. /s/ Barry S. Sternlicht Chairman of the Board, Chief April 7, 1999 - ------------------------ Executive Officer and Director --- Barry S. Sternlicht (Principal Executive Officer) /s/ Richard D. Nanula President, Chief Operating Officer April 7, 1999 - ------------------------ and Director --- Richard D. Nanula /s/ Ronald C. Brown Executive Vice President and April 7, 1999 - ------------------------ Chief Financial Officer (Principal --- Ronald C. Brown Financial and Accounting Officer) /s/ Brenda C. Barnes Director April 7, 1999 - ------------------------ --- Brenda C. Barnes
II-6 11 /s/ Juergen Bartels Director April 7, 1999 - ------------------------ --- Juergen Bartels /s/ Jonathan D. Eilian Director April 7, 1999 - ------------------------ --- Jonathan D. Eilian /s/ Earle F. Jones Director April 7, 1999 - ------------------------ --- Earle F. Jones /s/ Michael A. Leven Director April 7, 1999 - ------------------------ --- Michael A. Leven /s/ Daniel H. Stern Director April 7, 1999 - ------------------------ --- Daniel H. Stern /s/ Daniel W. Yih Director April 7, 1999 - ------------------------ --- Daniel W. Yih
II-7 12 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 7th day of April, 1999. --- 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 Ronald C. Brown and Madison F. Grose, 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. /s/ Barry S. Sternlicht Chairman, Chief Executive April 7, 1999 - ------------------------ Officer and Trustee Barry S. Sternlicht (Principal Executive Officer) /s/ Ronald C. Brown Vice President, Chief Financial Officer April 7, 1999 - ------------------------ and Chief Accounting Officer (Principal Ronald C. Brown Financial and Accounting Officer) /s/ Jean-Marc Chapus Trustee April 7, 1999 - ------------------------ Jean-Marc Chapus /s/ Bruce W. Duncan Trustee April 7, 1999 - ------------------------ Bruce W. Duncan
II-8 13 /s/ Madison F. Grose Trustee April 7, 1999 - ------------------------ Madison F. Grose /s/ George J. Mitchell Trustee April 7, 1999 - ------------------------ George J. Mitchell /s/ Stephen R. Quazzo Trustee April 7, 1999 - ------------------------ Stephen R. Quazzo /s/ Raymond S. Troubh Trustee April 7, 1999 - ------------------------ Raymond S. Troubh
Pursuant to the requirements of the Securities Act of 1933, the trustee (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 White Plains, State of New York, on April 7, 1999. 1995 ITT CORPORATION INCENTIVE STOCK PLAN /s/ Susan R. Bolger ---------------------------------------- By: Susan R. Bolger Title: Executive Vice President - Human Resources II-9 14 EXHIBIT INDEX Exhibit Number Exhibit 4.1 Charter of the Corporation, amended and restated as of February 1, 1995, as amended through March 26, 1999 (incorporated by reference to Exhibit 3.2 of the Joint Annual Report on Form 10-K for the fiscal year ended December 31, 1998). 4.2 Amended and Restated Declaration of Trust of Starwood Hotels & Resorts (formerly Starwood Lodging Trust), a Maryland real estate investment trust (the "Trust") (incorporated by reference to Exhibit 1 of the Trust's Registration Statement on Form 8-A filed on December 21, 1998, except that the following changes were made on January 6, 1999, upon the filing by the Trust and Merger Sub of the Articles of Merger of Merger Sub into the Trust (the "Articles of Merger") with, and the acceptance thereof for record by, the State Department of Assessments and Taxation of the State of Maryland (the "SDAT"): Section 6.14 specifies January 6, 1999 as the date of the Intercompany Agreement; Section 6.19.1 specifies January 6, 1999 as the date of the acceptance for record by the SDAT of the Articles of Merger; and the definition of "Intercompany Agreement" in Section 6.19.2 specifies January 6, 1999 as the date of the Intercompany Agreement). 4.3 Bylaws of the Corporation, as amended through March 15, 1999 (incorporated by reference to Exhibit 3.4 to the Trust and the Corporation's Joint Current Report on Form 8-K dated March 15, 1999). 4.4 Bylaws of the Trust (incorporated by reference to Exhibit 2 of the Trust's Registration Statement on Form 8-A filed on December 21, 1998). 4.5 Amended and Restated Intercompany Agreement dated as of January 6, 1999, between the Corporation and the Trust (incorporated by reference to Exhibit 3 of the Trust's Registration Statement on Form 8-A filed on December 21, 1998, except that on January 6, 1999, the Intercompany Agreement was executed and dated as of January 6, 1999). 4.6 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 Trust and the Corporation's Current Report on Form 8-K dated March 15, 1999). 15 4.7 1995 ITT Corporation Incentive Stock Plan, as amended (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 (Registration Nos. 333-49931 and 333- 49931-01) filed by the Corporation and the Trust on April 10, 1998). *5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP. *23.1 Consent of Arthur Andersen LLP. *24.1 Powers of Attorney (included on signature pages hereto). - ------------------------ * Filed herewith. EX-5.1 2 OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP 1 EXHIBIT 5.1 [BALLARD SPAHR ANDREWS & INGERSOLL, LLP LETTERHEAD] April 5, 1999 Starwood Hotels & Resorts Worldwide, Inc. 777 Westchester Avenue White Plains, New York 10604 Starwood Hotels & Resorts 777 Westchester Avenue White Plains, New York 10604 Re: Starwood Hotels & Resorts Worldwide, Inc. Starwood Hotels & Resorts Registration Statement on Form S-8 1995 ITT Corporation Incentive Stock Plan 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 2,463,946 shares (the "Corporation Shares") of common stock, par value $.01 per share (the "Common Stock"), of the Corporation and up to 2,463,946 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"), and all amendments thereto (the "Registration Statement"). The Shares are issuable upon the exercise of the options granted under the 1995 ITT Corporation Stock Incentive Plan (the "Plan"). We did 2 Starwood Hotels & Resorts Worldwide, Inc. Starwood Hotels & Resorts April 5, 1999 Page 2 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"): 1. The Registration Statement; 2. The Amended and Restated Declaration of Trust of the Trust (the "Amended 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 Bylaws of the Trust (the "Trust Bylaws"), certified as of a recent date by an officer of the Trust; 5. The Bylaws of the Corporation (the "Corporation Bylaws"), certified as of a recent date by an officer of the Trust; 6. A certificate of the SDAT, as of a recent date, as to the good standing of the Trust; 7. A certificate of the SDAT, as of a recent date, as to the good standing of the Corporation; 8. A certificate executed by an officer of the Trust, dated as of the date hereof; 9. A certificate executed by an officer of the Corporation, dated as of the date hereof; 10. The form of certificate evidencing a Share; 11. The Plan, in the form incorporated by reference in the Registration Statement; 12. The Intercompany Agreement, in the form incorporated by reference in the Registration Statement; and 3 Starwood Hotels & Resorts Worldwide, Inc. Starwood Hotels & Resorts April 5, 1999 Page 3 13. 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, and so far as is known to us there are no facts inconsistent with, the following: 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. Upon issuance of the Trust Shares, the total number of shares of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Trust is then authorized to issue and the Trust Shares will not be issued in violation of any restriction or limitation contained in the Declaration. 6. Each share, security or other interest issued under the Plan was duly authorized, validly issued, fully paid 4 Starwood Hotels & Resorts Worldwide, Inc. Starwood Hotels & Resorts April 5, 1999 Page 4 and non-assessable at the time of issuance, remains validly issued and outstanding and will be validly issued, outstanding and exchanged or converted in accordance with its terms at the time of any conversion or exchange of such share, security or other interest. 7. The issuance of, and certain terms of, the Trust Shares to be issued by the Trust from time to time will be approved by the Board of Trustees of the Company in accordance with the Declaration and Maryland law (the "Trust Proceedings"). 8. All certificates and affidavits submitted to us are true, correct and complete, both when made and as of the date hereof. The phrase "known to us" is limited to the actual knowledge, without independent inquiry, of the lawyers at our firm who have performed legal services in connection with the issuance of this opinion. 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. 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. Upon completion of the Trust Proceedings, the Trust Shares, if issued in accordance with the Declaration, the resolutions authorizing their issuance and the Plan, 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. 5 Starwood Hotels & Resorts Worldwide, Inc. Starwood Hotels & Resorts April 5, 1999 Page 5 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 (other than Sidley & Austin, counsel to the Company) without, in each instance, our prior written consent. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll, LLP EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP 1 Exhibit 23.1 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 3, 1999, on the financial statements and financial statement schedules included in the Joint Annual Report of Starwood Hotels & Resorts and Starwood Hotels & Resorts Worldwide, Inc., on Form 10-K and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP New York, New York April 6, 1999 -----END PRIVACY-ENHANCED MESSAGE-----