-----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, JdQEutJkwzHKbZtvy5kdwpGNIhv+77CPEShFYKph/gVgdToFgutN5QJi7oZyk7Cw 4vfl/LtR0sn+ZH0DHDr6Hg== 0000950150-01-500465.txt : 20010730 0000950150-01-500465.hdr.sgml : 20010730 ACCESSION NUMBER: 0000950150-01-500465 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARWOOD HOTEL & RESORTS WORLDWIDE INC CENTRAL INDEX KEY: 0000316206 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521193298 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-91197 FILM NUMBER: 1691412 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: POS AM SEC ACT: SEC FILE NUMBER: 333-91197-01 FILM NUMBER: 1691413 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 POS AM 1 p65317p1posam.txt POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 1 As filed with the Securities Registration Nos. 333-91197 and Exchange Commission and 333-91197-01 on July 27, 2001 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- POST --EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ STARWOOD HOTELS & RESORTS WORLDWIDE, INC. STARWOOD HOTELS & RESORTS (Exact Name of Registrant as Specified in Its (Exact Name of Registrant as Specified in Its Charter) Charter) Maryland Maryland (State or Other Jurisdiction of Incorporation or (State or Other Jurisdiction of Incorporation Organization) or Organization) 52-1193298 52-0901263 (I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)
777 Westchester Avenue White Plains, New York 10604 (914) 640-8100 (Address Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Kenneth Siegel, Esq. Executive Vice President, General Counsel and Secretary Starwood Hotels & Resorts Worldwide, Inc. 777 Westchester Avenue White Plains, New York 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, Esq. Sidley Austin Brown & Wood 555 West Fifth Street Los Angeles, California 90013 (213) 896-6000 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X] 2 If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ] ------------------- 3 DE-REGISTRATION OF SECURITIES On November 18, 1999, Starwood Hotels & Resorts Worldwide, Inc. and Starwood Hotels & Resorts (together "Starwood") filed a Registration Statement on Form S-3 (Registration Nos. 333-91197 and 91197-01) (the "Registration Statement") to register the offer and sale, pursuant to certain Starwood employee benefit plans (the "Offering"), of certain Starwood common shares. The Offering was terminated on June 15, 2001. In accordance with the undertaking contained in the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, Starwood hereby de-registers the 188,838 Starwood common shares registered under the Registration Statement that remained unsold on termination of the Offering. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, each registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of White Plains, State of New York, on this 27th day of July, 2001. STARWOOD HOTELS & RESORTS STARWOOD HOTELS & RESORTS WORLDWIDE, INC. By: /s/ Ronald C. Brown By: /s/ Ronald C. Brown --------------------------------- ------------------------------- Ronald C. Brown Ronald C. Brown Executive Vice President Executive Vice President and Chief Financial Officer and Chief Financial Officer Starwood Hotels & Resorts Worldwide, Inc. Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the date indicated. * Chairman, Chief Executive July 27, 2001 - ----------------------------- Officer and Director Barry S. Sternlicht (Principal Executive Officer) /s/ Ronald C. Brown Executive Vice President and July 27, 2001 - ----------------------------- Chief Financial Officer (Principal Ronald C. Brown Financial and Accounting Officer) * Director July 27, 2001 - ----------------------------- Jean-Marc Chapus * Director July 27, 2001 - ----------------------------- Bruce W. Duncan * Director July 27, 2001 - ----------------------------- Eric Hippeau * Director July 27, 2001 - ----------------------------- George G. Mitchell Director July , 2001 - ----------------------------- Stephen H. Quazzo Director July , 2001 - ----------------------------- Thomas O. Ryder * Director July 27, 2001 - ----------------------------- Daniel H. Stern
S-1 5 * Director July 27, 2001 - ----------------------------- Raymond S. Troubh Director July , 2001 - ----------------------------- Daniel W. Yih * Director July 27, 2001 - ----------------------------- Dr. Kneeland C. Youngblood
* By: /s/ Ronald C. Brown ------------------------------- Ronald C. Brown Attorney-in-Fact Starwood Hotels & Resorts. Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the date indicated. * Chairman, Chief Executive July 27, 2001 - ----------------------------- Officer and Director Barry S. Sternlicht (Principal Executive Officer) /s/ Ronald C. Brown Executive Vice President and July 27, 2001 - ----------------------------- Chief Financial Officer (Principal Ronald C. Brown Financial and Accounting Officer) * Trustee July 27, 2001 - ----------------------------- Jean-Marc Chapus * Trustee July 27, 2001 - ----------------------------- Bruce W. Duncan * Trustee July 27, 2001 - ----------------------------- Eric Hippeau * Trustee July 27, 2001 - ----------------------------- George G. Mitchell Trustee July , 2001 - ----------------------------- Stephen H. Quazzo Trustee July , 2001 - ----------------------------- Thomas O. Ryder * Trustee July 27, 2001 - ----------------------------- Daniel H. Stern * Trustee July 27, 2001 - ----------------------------- Raymond S. Troubh
S-2 6 * Trustee July 27, 2001 - ----------------------------- Daniel W. Yih Trustee July , 2001 - ----------------------------- Dr. Kneeland C. Youngblood
* By: /s/ Ronald C. Brown ------------------------------- Ronald C. Brown Attorney-in-Fact S-3 -----END PRIVACY-ENHANCED MESSAGE-----