<PAGE>
As filed with the Securities and Exchange Commission on August 7, 1996
Registration Nos.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
STARWOOD LODGING TRUST STARWOOD LODGING CORPORATION
<S> <C>
(Exact name of registrant as specified (Exact name of registrant as specified
in its governing instruments) in its governing instruments)
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)
</TABLE>
__________________________
<TABLE>
<CAPTION>
<S> <C>
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.)
Ronald C. Brown Alan M. Schnaid
Senior Vice President and Chief Financial Officer Vice President and Corporate Controller
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 and Address of agent for service) (Name and address of agent for service)
COPIES TO:
SHERWIN L. SAMUELS, Esq. JAMES M. ASHER, Esq.
Sidley & Austin ROBERT E. KING, JR., Esq.
555 West Fifth Street Rogers & Wells
Los Angeles, California 90013 200 Park Avenue
(213) 896-8000 New York, New York 10166
(212) 878-8000
</TABLE>
__________________________
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. [ ]
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. [x] 33-64335 and 33-64335-01
If this Form is a post effective amendment filed pursuant to Rule 462(c)
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. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Amount Proposed Maximum Proposed Maximum Amount of
Title of each class of securities to be registered to be Aggregate Offering Price Aggregate Offering Registration
Registered per security (1) Price (1) Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of beneficial interest, $0.01 par
value, of Starwood Lodging Trust paired with
Shares of common stock, $0.01 par value, of
Starwood Lodging Corporation
Convertible Notes
Total $55,000,000 $35.875 $55,000,000 $18,966
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of determining the registration fee.
<PAGE>
EXPLANATORY NOTE
This Registration Statement registers additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
The contents of the Registration Statement on Form S-3 filed by Starwood Lodging
Trust and Starwood Lodging Corporation (Registration Nos. 33-64335 and 33-64335-
01) are hereby incorporated by reference pursuant to General Instruction IV to
Form S-3.
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on the 6th day of August,
1996.
STARWOOD LODGING TRUST
By: /s/Ronald C. Brown
------------------------------------------------
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
* Chairman, Chief Executive Officer August 6, 1996
- --------------------- and Trustee (Principal Executive
Barry S. Sternlicht Officer)
/s/Ronald C. Brown Senior Vice President and Chief August 6, 1996
- --------------------- Financial Officer (Principal
Ronald C. Brown Financial and Accounting Officer)
* Trustee August 6, 1996
- ---------------------
Bruce W. Duncan
* Trustee August 6, 1996
- ---------------------
Madison F. Grose
* Trustee August 6, 1996
- ---------------------
Stephen R. Quazzo
* Trustee August 6, 1996
- ---------------------
William E. Simms
* Trustee August 6, 1996
- ---------------------
Daniel H. Stern
* By: /s/Ronald C. Brown
------------------
Ronald C. Brown
Attorney in Fact
<PAGE>
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 a Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona on the 6th day of August,
1996.
STARWOOD LODGING CORPORATION
By: /s/Alan M. Schnaid
---------------------------------------
Vice President and Corporate Controller
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/Eric A. Danziger President and Chief Executive August 6, 1996
- --------------------- Officer (Principal Executive
Eric A. Danziger Officer)
/s/Alan M. Schnaid Vice President and Corporate August 6, 1996
- --------------------- Controller (Principal Financial
Alan M. Schnaid and Accounting Officer)
/s/Earle F. Jones Chairman of the Board of August 6, 1996
- --------------------- Directors and Director
Earle F. Jones
/s/Bruce M. Ford Director August 6, 1996
- ---------------------
Bruce M. Ford
<PAGE>
EXHIBITS
5.1(A) Opinion of Sidley & Austin
5.1(B) Opinion of Piper & Marbury L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Deloitte & Touche L.L.P.
23.3 Consent of Arthur Andersen L.L.P.
23.4 Consent of Pannell Kerr Forster, PC
23.5 Consent of Sidely & Austin (included in the opinion filed as Exhibit
5.1(A) to this Registration Statement).
23.6 Consent of Piper & Marbury L.L.P. (included in the opinion filed as
Exhibit 5.1(B) to this Registration Statement).
25 Powers of Attorney (incorporated by reference to Exhibit 25 to the
Registration Statement on Form S-3 (Registration Nos. 33-64335 and
64335-01).
<PAGE>
EXHIBIT 5.1.(A)
SIDLEY & AUSTIN
August 6, 1996
Starwood Lodging Trust
2231 East Camelback Road
Suite 410
Phoenix, Arizona 85016
Starwood Lodging Corporation
2231 East Camelback Road
Suite 400
Phoenix, Arizona 85016
RE: $52.25 million in Starwood Lodging Trust Securities and $2.75
million in Starwood Lodging Corporation Securities
Ladies and Gentlemen:
We are counsel to Starwood Lodging Trust, a Maryland real estate
investment trust (the "Trust") and Starwood Lodging Corporation, a Maryland
corporation (the "Corporation" and, together with the Trust, the "Company"),
and have represented the Company with respect to the Registration Statement
on Form S-3 (the "Registration Statement") being filed by the Company with
the Securities and Exchange Commission (the "Commission") pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the registration of securities (the "Securities") of the Trust
and the Corporation with aggregate offering prices of $52.25 million and
$2.75 million, respectively, consisting of (i) convertible notes of the Trust
and the Corporation (the "Convertible Notes"); and (ii) shares of beneficial
interest, $.01 par value, of the Trust (the "Trust Shares") and 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") issuable upon conversion of
the Convertible Notes.
In rendering this opinion, we have examined and relied upon a copy of
the Registration Statement. We have also examined
<PAGE>
Starwood Lodging Trust
Starwood Lodging Corporation
August 6, 1996
Page 2
originals, or copies of originals certified to our satisfaction, of such
agreements, documents, certificates and other statements of governmental
officials and other instruments, and have examined such questions of law and
have satisfied ourselves as to such matters of fact, as we have considered
relevant and necessary as a basis for this opinion. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to us for our
examination.
Based on the foregoing, it is our opinion that:
1. The Convertible Notes will be legally issued and binding
obligations of the Trust and the Corporation (except to the
extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws affecting the
enforcement of creditors' rights generally and by the effect
of general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at
law) when (i) the Registration Statement, as finally
amended (including any necessary post-effective amendments),
shall have become effective under the Securities Act; (ii) a
Prospectus Supplement with respect to such Convertible Notes
and the Paired Common Shares issuable upon conversion of the
Convertible Notes shall have been filed (or mailed for
filing) with the Commission pursuant to Rule 424 under the
Securities Act; and (iii)
<PAGE>
Starwood Lodging Trust
Starwood Lodging Corporation
August 6, 1996
Page 3
Convertible Notes shall have been duly executed by the Trust
and the Corporation and authenticated by the Trustee for
the Convertible Notes, as provided in the Indenture for the
Convertible Notes (the "Convertible Note Indenture") and the
final authorizing resolution and shall have been duly
delivered to the purchasers thereof against payment of the
agreed consideration therefor as provided in the
Registration Statement and any Prospectus Supplement
relating thereto.
2. The Paired Common Shares issued upon conversion of the
Convertible Notes in accordance with the terms of the
Convertible Notes and the Convertible Note Indenture will be
legally issued, fully paid and non-assessable (assuming that
the requisite number of authorized but unissued Paired
Common Shares then exists) when certificates representing
the Paired Common Shares shall have been duly executed,
countersigned and registered and duly delivered to the
persons entitled thereto against payment of the agreed
consideration therefor (which consideration will not be less
than the $.01 par value per share), as provided in the
Convertible Note Indenture.
<PAGE>
Starwood Lodging Trust
Starwood Lodging Corporation
August 6, 1996
Page 6
We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to the sale of the Securities.
Except as expressly stated in the next sentence, this opinion is
limited to the laws of the States of California and New York and the laws of the
United States of America, to the extent applicable. Insofar as the opinions
expressed above relate to matters governed by the laws of the State of Maryland,
we have not made an independent examination of such laws, but have relied
exclusively as to such laws, subject to the exceptions, qualifications and
limitations therein expressed, upon the opinion of Piper & Marbury L.L.P. of
Baltimore, Maryland (a copy of which is attached hereto).
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
SIDLEY & AUSTIN
<PAGE>
[LETTERHEAD]
Exhibit 5.1(B)
August 6, 1996
Starwood Lodging Trust
2231 E. Camelback Road, Suite 410
Phoenix, Arizona 85016
Starwood Lodging Corporation
2231 E. Camelback Road, Suite 400
Phoenix, Arizona 85016
Ladies and Gentlemen:
We have acted as special Maryland counsel in connection with the public
offering by Starwood Lodging Trust, a Maryland real estate investment trust (the
"Trust"), and Starwood Lodging Corporation, a Maryland corporation (the
"Corporation"), of (i) shares of beneficial interest, $.01 par value, of the
Trust (the "Trust Shares") and 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"); and (ii) convertible notes of the Trust and the Corporation (the
"Convertible Notes" and together with the Paired Common Shares, the
"Securities").
In our capacity as special Maryland counsel, we have reviewed the
following:
(a) The Declaration of Trust of the Trust, as amended to date, certified by
an officer of the Trust (the "Declaration of Trust");
(b) The Charter of the Corporation, as amended to date, certified by an
officer of the Corporation (the "Charter");
(c) A copy of the Trustees Regulations of the Trust as in effect on the date
hereof (the "Trust Regulations");
(d) A copy of the By-laws of the Corporation as in effect on the date hereof
(the "Corporation By-laws");
<PAGE>
Starwood Lodging Trust
Starwood Lodging Corporation
August 6, 1996
Page 2
(e) The Registration Statement on Form S-3, relating to the Securities,
filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, on August 7, 1996 (the "Registration
Statement");
(f) A good standing certificate for the Trust, dated July 22, 1996 issued by
the Maryland State Department of Assessments and Taxation (the "SDAT");
(g) A good standing certificate for the Corporation, dated July 22, 1996,
issued by SDAT;
(h) An Officer's Certificate of the Trust dated as of the date hereof as to
certain factual matters (the "Trust Officer's Certificate");
(i) An Officer's Certificate of the Corporation dated as of the date hereof
as to certain factual matters (the "Corporation Officer's Certificate");
and
(j) Such other documents as we have considered necessary to the rendering of
the opinions expressed below.
In such examination, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all
individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity
with originals of all documents submitted to us as copies and 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.
<PAGE>
Starwood Lodging Trust
Starwood Lodging Corporation
August 6, 1996
Page 3
We assume also that the issuance, sale, amount and terms of the
Securities 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 (i) any Convertible Notes will
be issued pursuant to an indenture, a form of which is filed as Exhibit 4.2 to
the Registration Statement (the "Note Indenture") among the Trust, the
Corporation and a trustee to be named (the "Note Trustee"); and (ii) prior to
the issuance of any Corporation Shares or 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 (the "Corporation Authorizing Resolution")
in an amount not exceeding the authorized but unissued capital stock of the
Corporation, (B) when issued as described in the Registration Statement and
an applicable Prospectus Supplement that is consistent with the Corporation
Authorizing Resolution, and (C) upon receipt by the Corporation of the
consideration provided for in the Corporation Authorizing Resolution (which
consideration will not be less than the $.01 par value per share in the case
of Corporation Shares or Corporation Preferred Shares), 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 (the "Trust Authorizing Resolution") in an amount not
exceeding the authorized but unissued capital stock of the Trust, (B) when
issued as described in the Registration Statement and an applicable
Prospectus Supplement that is consistent with the Trust Authorizing
Resolution and (C) upon receipt by the Trust of the consideration provided
for in the Trust Authorizing Resolution (which consideration will not be less
than the $.01 par
<PAGE>
Starwood Lodging Trust
Starwood Lodging Corporation
August 6, 1996
Page 4
value per share in the case of Trust Shares or Trust Preferred Shares), the
Trust Shares will be legally issued, fully paid and nonassessable.
(v) When the Convertible Notes have been (a) duly established by
the Notes Indenture, (b) duly authenticated by the Note Trustee and duly
authorized and established by applicable Board Action, and (c) duly executed
and delivered on behalf of the Trust or the Corporation, as the case may be,
against payment therefor in accordance with the terms and provisions of such
Board Action, the Note Indenture, any applicable supplemental indenture and
as contemplated by the Registration Statement or an applicable prospectus
supplement, the Convertible Notes will be duly authorized and will constitute
valid obligations of the Trust or the Corporation, as the case may be.
To the extent that the obligations of the Trust or the Corporation
under the Indenture or the Note Indenture may be dependent upon such matters,
we assume for purposes of this opinion that the Trustee or the Note Trustee,
as the case may be, is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization; that the Trustee or the
Note Trustee, as the case may be, is duly qualified to engage in the
activities contemplated by the Indenture or the Note Indenture; that the
Indenture or the Note Indenture has been duly authorized, executed and
delivered by the Trustee or the Note Trustee, as the case may be, and
constitutes the legally valid and binding obligation of the Trustee or the
Note Trustee, enforceable against the Trustee or the Note Trustee, in
accordance with its terms; that the Trustee or the Note Trustee is in
compliance, generally, with respect to acting as a trustee under the
Indenture or the Note Indenture, as the case may be, with all applicable laws
and regulations; and that the Trustee or the Note Trustee has the requisite
organizational and legal power and authority to perform its obligations under
the Indenture or the Note Indenture, as the case may be.
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 with the Commission as Exhibit 5.1
to the Registration Statement and to the reference to our firm under the heading
"Legal Matters" in the Registration Statement.
Very truly yours,
PIPER & MARBURY L.L.P.
<PAGE>
EXHIBIT 23.1
[COOPERS AND LYBRAND LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
Starwood Lodging Trust and Starwood Lodging Corporation on Form S-3 being filed
pursuant to Section 462(b) under the Securities Act of 1993, 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 for the
year ended December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
Los Angeles, California
August 6, 1996
<PAGE>
EXHIBIT 23.2
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Starwood Lodging Trust and Starwood Lodging Corportion (the "Companies") on
Form S-3 of our report dated March 24, 1995 on the separate and combined
financial statements and financial statement schedules of the Companies
appearing in the Companies' Annual Report on Form 10-K for the year ended
December 31, 1994 and of our report dated March 24, 1995 on the financial
statements of the Doubletree Club Hotel of Rancho Bernardo appearing in the
Companies' Current Report on Form 8-K/A dated January 31, 1995.
We also consent to the reference to us under the heading "Experts" in the
Prospectus to the registration statement on Form S-3 filed by the Companies
(registration numbers 33-64335 and 33-64335-01) which is incorporated by
reference as a part of this registration statement.
/s/ Deloitte & Touche LLP
Los Angeles, California
August 6, 1996
<PAGE>
EXHIBIT 23.3
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 operation financial statements of GHI Hotel Investors 1985, L.P.,
included in Form 8-K of SLT Realty Limited Partnership. 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, or performed any
audit procedures subsequent to the date of our report.
/s/ Arthur Andersen LLP
Phoenix, Arizona
August 6, 1996.
<PAGE>
EXHIBIT 23.4
[PANNELL KERR FORSTER PC LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
on Form S-3 of Starwood Lodging Trust and Starwood Lodging Corporation of our
report dated January 26, 1996 on 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 Februrary 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 Decmeber 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.
/s/ PANNELL KERR FORSTER PC
PANNELL KERR FORSTER, PC
Boston, Massachusetts
August 6, 1996
