-----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, BBkQikyRXfVgjdlhqG7AHrfvz6/SKZ/83sP+kg32QSXJGCv+QdEyvnH5KuoGWmCW Erzc4gDmq3H2isINMbPjtA== 0000950150-97-000052.txt : 19970223 0000950150-97-000052.hdr.sgml : 19970223 ACCESSION NUMBER: 0000950150-97-000052 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970113 EFFECTIVENESS DATE: 19970113 SROS: AMEX SROS: BSE SROS: CSX SROS: NASD SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARWOOD LODGING TRUST CENTRAL INDEX KEY: 0000048595 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 520901263 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06492 FILM NUMBER: 97505041 BUSINESS ADDRESS: STREET 1: 2231 E CAMELBACK RD STREET 2: STE 10 CITY: PHOENIX STATE: AZ ZIP: 80516 BUSINESS PHONE: 6028523900 MAIL ADDRESS: STREET 1: 2231 E CAMELBACK RD STREET 2: STE 10 CITY: PHOENIX STATE: AZ ZIP: 85016 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 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL INVESTORS DATE OF NAME CHANGE: 19800720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARWOOD LODGING CORP CENTRAL INDEX KEY: 0000316206 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 521193298 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-02721-01 FILM NUMBER: 97505042 BUSINESS ADDRESS: STREET 1: 11845 W OLYMPIC BLVD STREET 2: SUITE 560 CITY: LOS ANGELES STATE: CA ZIP: 90064 BUSINESS PHONE: 6028523900 MAIL ADDRESS: STREET 1: 11845 W OLYMPIC BLVD STREET 2: SUITE 560 CITY: LOS ANGELES STATE: CA ZIP: 90064 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL INVESTORS CORP DATE OF NAME CHANGE: 19920703 S-8 POS 1 FORM S-8 1 As filed with the Securities and Exchange Commission on January 13, 1997 Registration No. 333-02721 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ STARWOOD LODGING TRUST STARWOOD LODGING CORPORATION (Exact name of registrant as specified (Exact name of registrant as specified in its governing instruments) in its governing instruments) MARYLAND MARYLAND (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) 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) STARWOOD LODGING TRUST STARWOOD LODGING CORPORATION 1995 LONG TERM INCENTIVE PLAN 1995 LONG TERM INCENTIVE PLAN (Full title of the plan) (Full title of the Plan) RONALD C. BROWN ERIC A. DANZIGER SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER PRESIDENT AND CHIEF EXECUTIVE OFFICER 2231 E. CAMELBACK ROAD, SUITE 410 2231 E. CAMELBACK ROAD, SUITE 400 PHOENIX, ARIZONA 85016 PHOENIX, ARIZONA 85016 (602) 852-3900 (602) 852-3900 (Name, address and telephone number, (Name, address and telephone number, including area code, of agent for service) including area code, of agent for service)
Copy to: SHERWIN L. SAMUELS, ESQ. SIDLEY & AUSTIN 555 WEST FIFTH STREET LOS ANGELES, CALIFORNIA 90013 (213) 896-6000 CALCULATION OF REGISTRATION FEE - - - --------------------------------------------------------------------------------
Title of Proposed Proposed securities to Amount to be maximum offering maximum aggregate Amount of be registered registered price per share(1) offering price(1)(2) registration fee(2) - - - --------------------------------------------------------------------------------------------------------- Shares of beneficial 4,250,000 paired $51.56 $188,362,120 $59,184 interest, $0.01 par shares value, of Starwood Lodging Trust, Paired with Shares of common stock, $0.01 par value, of Starwood Lodging Corporation - - - ---------------------------------------------------------------------------------------------------------
(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 January 6, 1997. (2) A registration fee of $17,358 was previously paid on April 22, 1996, for registration of 1,573,000 paired shares at a maximum aggregate offering price of $50,336,000. =============================================================================== 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 CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed with the Securities and Exchange Commission (the "Commission") by Starwood Lodging Trust (the "Trust") and Starwood Lodging Corporation (the "Corporation" and, together with the Trust, the "Company") are incorporated herein by reference and shall be deemed to be a part hereof: (a) The description of the Paired Shares contained in the Registration Statement on Form 8-A filed by the Company with the Commission on October 3, 1986, including any amendments or reports filed for the purpose of updating such description. (b) The Company's Annual Report on Form 10-K for the year ended December 31, 1995. (c) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996. (d) The Company's Current Reports on Form 8-K filed on (i) January 18, 1996 (as amended by Form 8-K/A filed on March 19, 1996) (ii) February 5, 1996 (as amended by Form 8-K/A filed on February 12, 1996) (iii) May 3, 1996, (iv) May 16, 1996, (v) July 15, 1996, (vi) August 26, 1996 and (vii) December 12, 1996. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 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 3 enumerated 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 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. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Certain provisions of the MGCL provide that the Company may, and in some circumstances must, indemnify the trustees, directors and officers of the Company against liabilities and expenses incurred by such person by reason of the fact that such person was serving in such capacity, subject to certain limitations and conditions set forth in the statute. The Corporation's Articles of Incorporation and the Trust's Declaration of Trust provide that the Corporation and Trust shall indemnify its directors, trustees and officers to the extent permitted by the MGCL. 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. -2- 4 ITEM 8. EXHIBITS
Exhibit Description of Exhibit - - - -------- ---------------------- 4.1 Amended and Restated Declaration of Trust of the Trust dated June 6, 1988, as amended (incorporated by reference to Exhibit 3A to the Trust's and the Corporation's Joint Current Report on Form 8-K dated January 31, 1995 (the "January 1995 Form 8-K"). 4.2 Amendment and Restatement of Articles of Incorporation of the Corporation, as amended (incorporated by reference to Exhibit 3B to the January 31 Form 8-K). 4.3 Trustees' Regulations of the Trust, as amended (incorporated by reference to Exhibit 3.3 to the Trust's and the Corporation's Joint Annual Report on Form 10-K for the year ended December 31, 1994 (the "1994 Form 10-K"). 4.4 Bylaws of Starwood Lodging Corporation (incorporated by reference to Exhibit 3.4 to the 1994 10-K). 4.5 Starwood Lodging Trust 1995 Long Term Incentive Plan. (incorporated by reference to the Exhibit to the Trust's and the Corporation's Joint Proxy Statement dated November 25, 1996 (the "1996 Proxy Statement"). 4.6 Starwood Lodging Corporation 1995 Long Term Incentive Plan. (incorporated by reference to the Exhibit to the 1996 Proxy Statement). *5 Opinion of Counsel. *23.1 Consent of Counsel (included in Exhibit 5). *23.2 Consent of Coopers & Lybrand L.L.P. *23.3 Consent of Pannell Kerr Forster, PC *23.4 Consent of Deloitte & Touche LLP *23.5 Consent of Arthur Andersen LLP *24 Powers of Attorney (contained in the signature pages hereto).
_________________________ * Filed herewith. ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: -3- 5 (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; (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; and (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 (a)(1)(i) and (a)(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 Company 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 that 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 Common Stock being registered which remains unsold at the termination of the offering. -4- 6 (b) The undersigned 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 Section 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 that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the 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 Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. -5- 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Amendment No. 1 to 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 January, 1997. STARWOOD LODGING TRUST By: /s/ RONALD C. BROWN ------------------------------ Ronald C. Brown Senior Vice President and Chief Financial Officer -6- 8 POWER OF ATTORNEY Each person whose signature to the Registration Statement appears below hereby appoints Barry S. Sternlicht and Ronald C. Brown, and each of them, as his attorneys-in-fact, with full power and 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.
Name Capacity - - - ---- -------- /s/ Barry S. Sternlicht Chairman, Chief Executive January 7, 1997 - - - ----------------------- Officer and Trustee Barry S. Sternlicht (Principal Executive Officer) /s/ Ronald C. Brown Senior Vice President and January 7, 1997 - - - ----------------------- Chief Financial Officer Ronald C. Brown (Principal Financial and Accounting Officer) /s/ Bruce W. Duncan Trustee January 2, 1997 - - - ----------------------- Bruce W. Duncan /s/ Steven R. Goldman Trustee, Senior January 3, 1997 - - - ----------------------- Vice President Steven R. Goldman /s/ Madison F. Grose Trustee January 7, 1997 - - - ----------------------- Madison F. Grose /s/ Stephen R. Quazzo Trustee January 3, 1997 - - - ----------------------- Stephen R. Quazzo /s/ William E. Simms Trustee January 3, 1997 - - - ----------------------- William E. Simms
9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Amendment No. 1 to 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 January, 1997. STARWOOD LODGING CORPORATION By: /s/ ERIC A. DANZIGER ------------------------------------- Eric A. Danziger President and Chief Executive Officer 10 POWER OF ATTORNEY Each person whose signature to the Registration Statement appears below hereby appoints Eric A. Danziger and Earle F. Jones, and each of them , as his attorneys-in-fact, with full power and 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.
Name Capacity - - - ---- -------- /s/ Earle F. Jones Chairman of the January 7, 1997 - - - ----------------------- Board and Director Earle F. Jones /s/ Eric A. Danziger President and Chief January 7, 1997 - - - ----------------------- Executive Officer Eric A. Danziger (Principal Executive Officer) /s/ Theodore W. Darnall Executive Vice President January 7, 1997 - - - ----------------------- and Chief Operating Officer Theodore W. Darnall /s/ Alan M. Schnaid Principal Accounting January 7, 1997 - - - ----------------------- Officer Alan M. Schnaid /s/ Bruce M. Ford Director January 7, 1997 - - - ----------------------- Bruce M. Ford /s/ Graeme W. Henderson Director January 6, 1997 - - - ----------------------- Graeme W. Henderson
11 INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Description of Exhibit - - - -------- ---------------------- 4.1 Amended and Restated Declaration of Trust of the Trust dated June 6, 1988, as amended (incorporated by reference to Exhibit 3A to the Trust's and the Corporation's Joint Current Report on Form 8-K dated January 31, 1995 (the "January 1995 Form 8-K"). 4.2 Amendment and Restatement of Articles of Incorporation of the Corporation, as amended (incorporated by reference to Exhibit 3B to the January 31 Form 8-K). 4.3 Trustees' Regulations of the Trust, as amended (incorporated by reference to Exhibit 3.3 to the Trust's and the Corporation's Joint Annual Report on Form 10-K for the year ended December 31, 1994 (the "1994 Form 10- K"). 4.4 Bylaws of Starwood Lodging Corporation (incorporated by reference to Exhibit 3.4 to the 1994 10-K). 4.5 Starwood Lodging Trust 1995 Long Term Incentive Plan (incorporated by reference to the Exhibit to the Trust and the Corporation's Joint Proxy Statement dated November 25, 1996 (the "1996 Proxy Statement"). 4.6 Starwood Lodging Corporation 1995 Long Term Incentive Plan. (incorporated by reference to the Exhibit to the 1996 Proxy Statement). *5 Opinion of Counsel. *23.1 Consent of Counsel (included in Exhibit 5). *23.2 Consent of Coopers & Lybrand L.L.P. *23.3 Consent of Pannell Kerr Forster, PC *23.4 Consent of Deloitte & Touche LLP *23.5 Consent of Arthur Andersen LLP *24 Powers of Attorney (contained in the signature pages hereto).
* Filed herewith. EX-5 2 OPINION OF COUNSEL 1 EXHIBIT 5 [LETTERHEAD OF PIPER & MARBURY] January 13, 1997 Starwood Lodging Trust 2231 East Camelback Road, Suite 410 Phoenix, Arizona 85016 Ladies and Gentlemen: We have acted as special Maryland counsel in connection with an amendment ("Amendment No. 1") to be filed January 13, 1997 to the joint registration statement on Form S-8 (the "Registration Statement") filed on April 18, 1996 by Starwood Lodging Trust, a Maryland real estate investment trust (the "Trust"), and Starwood Lodging Corporation, a Maryland corporation (the "Corporation"), relating to the registration of an aggregate of 4,250,000 shares of beneficial interest, $.01 par value, of the Trust (the "Trust Shares") and 4,250,000 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 1995 Trust Share Option Plan of the Trust, as amended (the "Trust Plan") and the 1995 Corporation Share Option Plan of the Corporation, as amended (the "Corporation Plan" and, together with the Trust Plan, the "Plans"). 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 Corporation (the "Charter"); (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"); (d) A copy of the By-laws of the Corporation as in effect on the date hereof (the "Corporation By-laws"); 2 Starwood Lodging Trust PIPER & MARBURY L.L.P. Starwood Lodging Corporation January 13, 1997 Page 2 (e) The Registration Statement on Form S-8, relating to the Trust Shares and the Corporation Shares, filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, on April 18, 1996 (together with all exhibits thereto, the "Registration Statement"); (f) Amendment No. 1 (g) The Trust Plan; (h) The Corporation Plan; (i) A specimen certificate evidencing the Trust Shares; (j) A specimen certificate evidencing the Corporation Shares; (k) Certified resolutions of the Board of Trustees of the Trust relating to the filing of the Registration Statement; (l) Certified resolutions of the Board of Directors of the Corporation relating to the filing of the Registration Statement; (m) A good standing certificate for the Trust, dated December 30, 1996 issued by the Maryland State Department of Assessments and Taxation (the "Department"); (n) A good standing certificate for the Corporation, dated December 30, 1996, issued by the Department; (o) An Officer's Certificate of the Trust dated as of the date hereof as to certain factual matters (the "Trust Officers' Certificate"); (p) An Officer's Certificate of the Corporation dated as of the date hereof as to certain factual matters (the "Corporation Officers' Certificate"); and (q) Such other documents as we have considered necessary to the rendering of the opinions expressed below. 3 PIPER & MARBURY LLP Starwood Lodging Trust Starwood Lodging Corporation January 13, 1997 Page 3 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 all public records received 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 amount of the Trust Shares and the 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 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 legally 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 4 PIPER & MARBURY L.L.P. Starwood Lodging Trust Starwood Lodging Corporation January 13, 1997 Page 4 accordance with the Trust Plan, the Trust Shares will be legally issued, fully paid and nonassessable. The opinions expressed above are limited to the law 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 to the Registration Statement and to the reference to our firm in the Registration Statement. Very truly yours, /s/ Piper & Marbury LLP EX-23.2 3 CONSENT OF COOPERS & LYBRAND LLP 1 EXHIBIT 23.2 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in the registration statement of Starwood Lodging Trust and Starwood Lodging Corporation on Form S-8 (File No. 333-02721) filed under the Securities Act of 1933, as amended, of our report dated January 31, 1996 appearing in the Annual Report on Form 10-K, as amended of Starwood Lodging Trust and Starwood Lodging Corporation (collectively, the "Company") for the year ended December 31, 1995, of our report dated March 8, 1996 on our audits of the combined financial statements and supplementary information of Winston-Salem Hotel Ventures, Inc.; Needham Hotel Ventures, L.P.; Needham Hotel Ventures, II, Inc.; Needham Hotel Ventures, Inc.; Minneapolis Hotel Ventures, Inc.; Palm Desert Hotel Ventures, Inc.; Allentown Hotel Ventures, Inc.; HOD Allentown I Corp.; HOD Allentown II Corp.; HOD Allentown Trust, Atlanta Hotel Ventures, Inc.; Tucson Hotel Ventures, Inc.; St. Louis Ventures, Inc.; and Arlington Heights Hotel Ventures, Inc. (collectively, the "Hotels of Distinction") as of and for the years ended December 31, 1995 and 1994, which report is included in the Company's current report on Form 8-K dated June 28, 1996, and of our report dated February 9, 1996 on our audit of the financial statements of the Terrace Gardens and Lenox Inn for the year ended December 31, 1995, appearing in the Company's current report on Form 8-K/A dated January 4, 1996. /s/ COOPERS & LYBRAND L.L.P. - - - ---------------------------- Coopers & Lybrand L.L.P. San Francisco, California January 7, 1997 EX-23.3 4 CONSENT OF PANNELL KERR FORSTER, PC 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement on Form S-8 of Starwood Lodging Trust and Starwood Lodging Corporation of our report dated January 26, 1996 and our audit of the statement of net assets of hotel operations of 730 Minn. Hotel Properties I, Inc. d/b/a Doubletree Grand Hotel at Mall of America as of December 31, 1995, 1994 and 1993 and the related statements of hotel operating revenue and expenses and hotel cash flows for each of the three years in the period ended December 31, 1995, our report dated January 30, 1996 on our audit of the statement of net assets of hotel operations of 730 Mass. Hotel Properties I, Inc. d/b/a Westin - Waltham Hotel as of December 31, 1995, 1994 and 1993 and the related statements of hotel operating revenue and expenses and hotel cash flows for the years ended December 31, 1995 and 1994 and the period from April 1, 1993 (commencement of operations) to December 31, 1993, our report dated February 27, 1996 on our audit of the statement of net assets of hotel operations of 730 MO Hotel Properties I, Inc. d/b/a The Ritz-Carlton, Kansas City as of December 31, 1995 and 1994 and the related statements of hotel operating revenue and expenses and hotel cash flows for the year ended December 31, 1995 and the period from February 22, 1994 (commencement of operations) to December 31, 1994, our report dated February 13, 1996 on our audit of the statement of net assets of hotel operations of 730 Georgia Hotel Properties I, Inc. d/b/a Doubletree Concourse, Atlanta as of December 31, 1995 and 1994 and the related statements of hotel operating revenue and expenses and hotel cash flows for the year ended December 31, 1995 and the period from April 5, 1994 (commencement of operations) to December 31, 1994, our report dated February 17, 1996 on our audit of the balance sheet of 730 Cal Hotel Properties I Associates d/b/a Doubletree Hotel - Horton Plaza as of December 31, 1995, 1994 and 1993 and the related statements of operations and partners' capital, and cash flows for each of the three years in the period ended December 31, 1995, our report dated February 28, 1996 on our audit of the statement of net assets of hotel operations of 730 Cal Hotel Properties II, Inc. d/b/a Doubletree Hotel Los Angeles Airport as of December 31, 1995, 1994 and 1993 and the related statements of hotel operating revenue and expenses and hotel cash flows for the years ended December 31, 1995 and 1994 and the period from April 1, 1993 (commencement of operations) to December 31, 1993, our report dated June 21, 1996 on our audit of the Historical Summaries of Gross Revenue and Direct Operating Expenses of the hotel property, The Ritz-Carlton, Philadelphia, for the years ended December 31, 1995 and 1994, our report dated May 17, 1996 on our audit of the Historical Summary of Gross Revenue and Direct Operating Expenses of the hotel property, The Sheraton Fort Lauderdale Airport Hotel, for the year ended December 31, 1995, our report dated June 20, 1996 on our audit of the Historical Summary of Gross Revenue and Direct Operating Expenses of the hotel property, The Ritz-Carlton, Kansas City, for the year ended December 31, 1993, and our report dated June 26, 1996 on our audit of the Historical Summary of Gross Revenue and Direct Operating Expenses of the hotel property, Doubletree Concourse Hotel, Atlanta, for the year ended December 31, 1993 which reports are included in Form 8-K dated July 15, 1996. PANNELL KERR FORSTER, PC Boston, Massachusetts January 10, 1997 EX-23.4 5 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.4 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-02721 of Starwood Lodging Trust and Starwood Lodging Corporation on Form S-8 of our report dated March 24, 1995, appearing in the Annual Report on Form 10-K/A of Starwood Lodging Trust and Starwood Lodging Corporation for the year ended December 31, 1995. /s/ Deloitte & Touche LLP - - - ------------------------- DELOITTE & TOUCHE LLP Los Angeles, California January 8, 1997 EX-23.5 6 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.5 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated March 25, 1996, on the Hotel operations financial statements of GHI Hotel Investors 1985, L.P. included in Form 8-K of Starwood Lodging Trust and Starwood Lodging Corporation dated April 26, 1996. It should be noted that we have not audited any financial statements of the Hotel operations of GHI Hotel Investors 1985, L.P. subsequent to December 31, 1995, of performed any audit procedures subsequent to the date of our report. /s/ ARTHUR ANDERSEN LLP Phoenix, Arizona, January 10, 1997. -----END PRIVACY-ENHANCED MESSAGE-----