-----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, O9GCrvQwEOxXnZ56pKemWJOWst5rtJL0C8mC53ql9r1DfYoZYoqwcMW9AcYKTooL p6I2z/4PVL7LTn5cym+Jug== 0000950153-97-000427.txt : 19970428 0000950153-97-000427.hdr.sgml : 19970428 ACCESSION NUMBER: 0000950153-97-000427 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970425 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARWOOD LODGING TRUST 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06828 FILM NUMBER: 97586887 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: REAL ESTATE [6500] IRS NUMBER: 521193298 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07959 FILM NUMBER: 97586888 BUSINESS ADDRESS: STREET 1: 2231 E CAMELBACK RD, 4TH FL CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 6028523900 MAIL ADDRESS: STREET 1: 2231 E CAMELBACK RD. 4TH FL CITY: PHOENOX STATE: AZ ZIP: 85016 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL INVESTORS CORP DATE OF NAME CHANGE: 19920703 10-K/A 1 FORM 10-K/A FOR PERIOD ENDED DECEMBER 31, 1996 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ------------------------ [X] JOINT ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 1-6828 COMMISSION FILE NUMBER: 1-7959 STARWOOD LODGING STARWOOD LODGING TRUST CORPORATION (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 (ADDRESS OF PRINCIPAL EXECUTIVE (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) OFFICES, INCLUDING ZIP CODE) (602) 852-3900 (602) 852-3900 (REGISTRANT'S TELEPHONE NUMBER, (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) INCLUDING AREA CODE)
------------------------ SECURITIES REGISTERED PURSUANT TO SECTION 12(b)OF THE ACT:
NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED - ---------------------------------------------------------------------------------------------------------- Shares of Beneficial Interest, $0.01 per value, of New York Stock Exchange Starwood Lodging Trust ("Trust Shares") paired with Shares of Common Stock, $0.01 par value, of Starwood Lodging Corporation ("Corporation Shares")
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT NONE Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of each Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of March 7, 1997, the aggregate market value of the Registrants' voting stock held by non-affiliates(1) was $1,730,804,119. As of February 28, 1997 the Registrants had outstanding 42,975,478 Trust Shares and 42,975,478 Corporation Shares. - --------------- (1) For purposes of this Joint Annual Report only, includes all voting shares other than those held by the Registrants' Trustees or Directors and Executive Officers. ================================================================================ 2 Item 5 of the Joint Annual Report on Form 10-K for the year ended December 31, 1996 filed by Starwood Lodging Trust and Starwood Lodging Corporation is hereby amended to read in its entirety as follows: ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. MARKET INFORMATION The Paired Shares are traded principally on the New York Stock Exchange (the "NYSE") under the symbol "HOT". The following table sets forth, for the fiscal periods indicated, the high and low sales prices per Paired Share on the NYSE Composite Tape (as adjusted for the one-for-six reverse stock split in June 1995 and the three-for-two stock split in January 1997).
DISTRIBUTIONS RETURN OF CAPITAL HIGH LOW MADE GAAP BASIS(a) ------ ------ ------------- ----------------- 1996 First quarter.................................. $23.25 $19.67 $0.31 $0.11 Second quarter................................. $25.75 $21.17 $0.33 -- Third quarter.................................. $27.92 $22.08 $0.33 $0.14 Fourth quarter................................. $36.75 $27.42 $0.39(b)(c) $0.22 1995 First quarter.................................. $16.00 $10.50 None N/A Second quarter................................. $16.50 $14.00 None N/A Third quarter.................................. $19.42 $15.75 $0.31 $0.14 Fourth quarter................................. $20.00 $17.92 $0.31(d) $0.11
- --------------- (a) Represents distributions per Paired Share in excess of net income per Paired Share on a GAAP basis, and is not the same as return of capital on a tax basis. (b) The Trust declared a distribution for the fourth quarter of 1996 to shareholders of record on December 30, 1996. The distribution was paid in January 1997. (c) During the fourth quarter of 1996 the Trust and the Corporation each declared a three-for-two stock split in the form of a 50% stock dividend payable to shareholders of record on December 30, 1996. The stock dividend was paid in January 1997. (d) The Trust declared a distribution for the fourth quarter of 1995 to shareholders of record on December 29, 1995. The distribution was paid in January 1996. HOLDERS As of February 28, 1997, there were approximately 1,869 holders of record of Paired Shares. DISTRIBUTIONS MADE/DECLARED During the fourth quarter of 1996 the Trust and the Corporation each declared a three-for-two stock split in the form of a 50% stock dividend payable to shareholders of record on December 30, 1996. The stock dividend was paid in January 1997. The Trust declared and paid dividends of $0.31, $0.33, $0.33 and $0.39 per share (as adjusted for the three-for-two stock split in January 1997) for the first, second, third and fourth quarters of 1996 respectively. The fourth quarter dividend was paid in January 1997. The Trust declared and paid a dividend of $0.31 per share (as adjusted for the three-for-two stock split in January 1997) for the third and fourth quarters of 1995. The fourth quarter dividend was paid in January 1996. No distributions were made by the Trust during 1994. The Corporation has not paid any cash dividends since its organization and does not anticipate that it will make any such distributions in the near future. Under the terms of the Lines of 2 3 Credit, Starwood Lodging is generally permitted to distribute to its shareholders on an annual basis an amount equal to the greatest of (1) 95% of combined funds from operations for any four consecutive calendar quarters; (2) an amount sufficient to maintain the Trust's tax status as a real estate investment trust; and (3) the amount necessary for the Trust to avoid the payment of federal income or excise tax. RECENT SALES OF UNREGISTERED SECURITIES During the year ended December 31, 1996, the Trust and the Corporation issued 42,217 Paired Shares (as adjusted for the three-for-two stock split in January 1997) in exchange for a like number of limited partnership units of the Realty Partnership and the Operating Partnership. In addition, in partial consideration for the acquisition of the Doubletree Guest Suites and Days Inn in Philadelphia, Pennsylvania each of the Realty Partnership and the Operating Partnership issued 72,601 limited partnership units (as adjusted for the three-for-two split in January 1997). The limited partnership units in the Realty Partnership and the Operating Partnership are exchangeable for, at the option of the Trust and the Corporation, either cash, Paired Shares (at the rate of one Paired Share for a limited partnership unit of the Realty Partnership together with a limited partnership unit of the Operating Partnership) or a combination of cash and Paired Shares. The issuance of Paired Shares by the Trust and the Corporation and the issuance of limited partnership units by the Partnerships was each exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) of the Securities Act. 3 4 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. STARWOOD LODGING TRUST (Registrant) By: /s/ RONALD C. BROWN ------------------------------------ Ronald C. Brown, Senior Vice President Date: April 24, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ---------------------------------------- ------------------------------------- --------------- /s/ BARRY S. STERNLICHT Chairman, Chief Executive Officer and April 24, 1997 - ---------------------------------------- Trustee (Principal Executive Barry S. Sternlicht Officer) /s/ GARY M. MENDELL President and Trustee April 24, 1997 - ---------------------------------------- Gary M. Mendell /s/ RONALD C. BROWN Senior Vice President and Chief April 24, 1997 - ---------------------------------------- Financial Officer (Principal Ronald C. Brown Financial and Accounting Officer) /s/ STEVEN R. GOLDMAN Senior Vice President and Trustee April 24, 1997 - ---------------------------------------- Steven R. Goldman /s/ BRUCE W. DUNCAN Trustee April 24, 1997 - ---------------------------------------- Bruce W. Duncan /s/ MADISON F. GROSE Trustee April 24, 1997 - ---------------------------------------- Madison F. Grose /s/ ROGER S. PRATT Trustee April 24, 1997 - ---------------------------------------- Roger S. Pratt /s/ STEPHEN R. QUAZZO Trustee April 24, 1997 - ---------------------------------------- Stephen R. Quazzo /s/ WILLIAM E. SIMMS Trustee April 24, 1997 - ---------------------------------------- William E. Simms /s/ DANIEL H. STERN Trustee April 24, 1997 - ---------------------------------------- Daniel H. Stern
4 5 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. STARWOOD LODGING CORPORATION (Registrant) Date: April 24, 1997 By: /s/ ALAN M. SCHNAID ------------------------------------ Alan M. Schnaid, Vice President Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ---------------------------------------- ------------------------------------- --------------- /s/ EARLE F. JONES Chairman of the Board of Directors April 24, 1997 - ---------------------------------------- and Director Earle F. Jones /s/ ERIC A. DANZIGER President and Chief Executive Officer April 24, 1997 - ---------------------------------------- (Principal Executive Officer and Eric A. Danziger Director) /s/ THEODORE W. DARNALL Executive Vice President and Chief April 24, 1997 - ---------------------------------------- Operating Officer Theodore W. Darnall /s/ ALAN M. SCHNAID Vice President and Corporate April 24, 1997 - ---------------------------------------- Controller (Principal Accounting Alan M. Schnaid Officer) /s/ JEAN-MARC CHAPUS Director April 24, 1997 - ---------------------------------------- Jean-Marc Chapus /s/ JONATHAN D. EILIAN Director April 24, 1997 - ---------------------------------------- Jonathan D. Eilian /s/ GRAEME W. HENDERSON Director April 24, 1997 - ---------------------------------------- Graeme W. Henderson /s/ MICHAEL A. LEVEN Director April 24, 1997 - ---------------------------------------- Michael A. Leven /s/ BARRY S. STERNLICHT Director April 24, 1997 - ---------------------------------------- Barry S. Sternlicht /s/ DANIEL W. YIH Director April 24, 1997 - ---------------------------------------- Daniel W. Yih
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