SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 1)
STARWOOD HOTELS & RESORTS
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
- ----------------------------------------------------------------------------
(Name of Issuer)
Shares of Beneficial Interest, $0.01 par value
Shares of Common Stock, $0.01 par value
- ----------------------------------------------------------------------------
(Title of Class of Securities)
855905 10 5
- ----------------------------------------------------------------------------
(CUSIP Number)
Mark A. Beaudoin
Ziff Brothers Investments, L.L.C.
Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 292-6511
- ----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 23, 1998
- ----------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box. [ ]
Note. Schedules filed in paper format shall include a signed original
and five copies of the Schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
- ------------------------------------------------------------------------------
CUSIP NO. 855905 10 5
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Ziff Investors Partnership, L.P. II
(I.R.S. Ident. No. Intentionally Omitted)
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 25,087
WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,276,457
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,284,819 (See Item 5 herein).
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%(1)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
- ------------
(1) Based upon 187,107,584 Paired Shares (as defined herein)
outstanding as of February 28, 1998. Such information is
based upon publicly available information.
- ------------------------------------------------------------------------------
CUSIP NO. 855905 10 5 13D
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
PBK Holdings, Inc.
(I.R.S. Ident. No. Intentionally Omitted)
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 25,087
WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,276,457
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,284,819 (See Item 5 herein).
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%(1)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ------------------------------------------------------------------------------
- --------------
(1) Based upon 187,107,584 Paired Shares (as defined herein)
outstanding as of February 28, 1998. Such information is
based upon publicly available information.
This Amendment No. 1 (this "Amendment") amends the Schedule 13D
originally filed with the Commission on January 10, 1997 by Ziff Investment
Partners, L.P. II and Ziff Investment Management, L.L.C. Capitalized terms
not defined in this Amendment have the meanings ascribed to them in the
original Schedule 13D. This is a final amendment.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to shares of Beneficial
Interest, par value $.01 per share (the "Trust Shares"), of Starwood Hotels
& Resorts (formerly Starwood Lodging Trust) (the "Trust") and shares of
Common Stock, par value $.01 per share (the "Corporation Shares"), of
Starwood Hotels & Resorts Worldwide, Inc. (formerly Starwood Lodging
Corporation) (the "Corporation" and together and with the Trust, the
"Companies"). Pursuant to a pairing agreement between the Trust and the
Corporation, the Trust Shares and the Corporation Shares are "paired" and
may only be held and transferred in units consisting of one Trust Share and
one Corporation Share (collectively, a "Paired Share"). Accordingly, this
Statement on Schedule 13D is filed with respect to Paired Shares and
relates to both the Trust and the Corporation.
On February 23, 1998 (the "Effective Time"), the Companies
completed the acquisition (the "Acquisition") of ITT Corporation, a Nevada
corporation ("ITT"), in accordance with an Amended and Restated Agreement
and Plan of Merger (the "Merger Agreement") , dated as of November 12,
1997, among the Companies, Chess Acquisition Corp., a Nevada corporation
and a subsidiary of the Corporation ("Merger Sub"), and ITT. Pursuant to
the terms of the Merger Agreement, Merger Sub was merged with and into ITT
(the "Merger"), whereupon the separate corporate existence of Merger Sub
ceased and ITT continued as the surviving corporation. As a result of the
Merger, ITT was owned jointly by the Trust and the Corporation.
Shareholders of ITT, other than the Trust, received newly issued Paired
Shares as consideration in the Merger. Solely by virtue of such increase in
the number of Paired Shares outstanding, the percentages of Paired Shares
owned by the Reporting Persons has decreased below 5% individually and in
the aggregate, as further set forth herein. Immediately after the Effective
Time of the Merger, the Corporation purchased all the common stock, no par
value, of ITT ("ITT Common Stock") owned by the Trust for a combination of
cash and notes. After such purchase, ITT became a wholly owned subsidiary
of the Corporation.
The name and address of the principal executive offices of the
Trust are as follows: Starwood Hotels & Resorts, 2231 East Camelback
Road, Suite 410, Phoenix, AZ 85016. The name and address of the
principal executive offices of the Corporation are as follows: Starwood
Hotels & Resorts Worldwide, Inc., 2231 East Camelback Road, Suite
410, Phoenix, AZ 85016.
ITEM 2. IDENTITY AND BACKGROUND.
a. Ziff Investors Partnership, L.P. II. Ziff Investors Partnership,
L.P. II (the "Partnership") is a limited partnership organized under the
laws of the State of Delaware. The principal business of the Partnership is
to make direct investments in marketable and private securities and
indirect investments as a limited partner in partnerships that invest in
marketable securities, real estate and venture capital interests. Since the
initial filing on Schedule 13D, Ziff Investment Management, L.L.C. and DHS
Holdings L.L.C. have been removed as managing general partner and
investment general partner, respectively, and PBK Holdings, Inc. is now the
general partner of the Partnership. (See paragraph (b) below for further
information regarding PBK Holdings, Inc.) The address of each of the
principal business and the principal office of the Partnership is Citicorp
Center, 153 East 53rd Street, 43rd Floor, New York, New York 10022.
b. PBK Holdings, Inc. PBK Holdings, Inc. (the "General Partner") is a
corporation organized under the laws of the State of Delaware and is the
general partner of the Partnership. The principal business of the General
Partner is to act as the general partner of the Partnership and of other
limited partnerships affiliated with the Partnership. The principal
business address and principal office of PBK Holdings, Inc. is 156
Greenwich Avenue, Unit 2A, Greenwich, Connecticut 06830. The General
Partner's sole shareholder is Philip B. Korsant, an individual resident of
Connecticut and a U.S. citizen. Mr. Korsant serves as President and as a
director of the General Partner. His principal business is investing. Mr.
Korsant's principal business address is 156 Greenwich Avenue, Unit 2A,
Greenwich, Connecticut 06830.
The name, present principal occupation or employment and citizenship
of each director and executive officer of PBK Holdings, Inc.
are set forth below:
Name Occupation/Employment Citizenship
Philip B. Korsant President and Director U.S.A.
William B. Ziff Director U.S.A.
Dirk E. Ziff Director U.S.A.
Paul M. Stafford Director U.S.A.
Daniel H. Stern Director U.S.A.
Robert D. Ziff Secretary and Director U.S.A.
Mark A. Beaudoin Treasurer U.S.A.
The principal business address of each of the directors and officers
other than Mr. Korsant is c/o Ziff Brothers Investments, L.L.C., Citicorp
Center, 153 East 53rd Street, 43rd Floor, New York, New York 10022.
The Partnership, the General Partner, and Mr. Korsant are
collectively referred to herein as the "Reporting Persons."
None of the Reporting Persons have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during
the past five years. None of the Reporting Persons was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction,
the result of which was or is subject to a judgment, decree or final order
enjoining subject to, Federal or State securities laws or finding any
violation with respect to such laws during the past five years.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Unchanged.
Item 4. Purpose of Transaction.
Unchanged, except as follows:
The Reporting Persons did not control the Companies' decision to
consummate the Transaction.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Beneficial Ownership
As of February 28, 1998, the Reporting Persons beneficially owned the
number of Paired Shares as follows, subject to adjustments:
<TABLE>
<CAPTION>
Beneficial Ownership Voting Power Dispositive Power
Paired % of ------------ -----------------
Reporting Person Shares Outstanding Sole Shared Sole Shared
- ---------------- ------ ----------- ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
Ziff Investors 2,284,819 1.2% None 25,087 None 2,276,457
Partnership, L.P.
II
PBK Holdings, 2,284,819 1.2% None 25,087 None 2,276,457
Inc.
Philip B. Korsant 2,284,819 1.2% None 25,087 None 2,276,457
</TABLE>
Of the Paired Shares listed above, 2,259,732 Paired Shares are deemed
to be owned by virtue of the ownership of Units which are exchangeable into
Paired Shares, as described in Item 3. The percentage of the outstanding
Paired Shares and the Voting Power disclosure above assumes the exchange of
all 2,259,732 Units owned by the Partnership (and no exchange of Units by
any other person) into Paired Shares.
The Partnership's beneficial ownership included (i) 2,259,732 Paired
Shares issuable upon exchange of the 2,259,732 Units distributed to the
Partnership in the Distribution effective as of December 31, 1996 and (ii)
25,087 Paired Shares which are part of a restricted stock award (the
"Restricted Stock Award") of 167,247 Paired Shares granted to Starwood
Capital Group, L.L.C. ("Starwood Capital") on August 12, 1996, in
connection with the Trust's acquisition of eight hotels from an
institutional investor. The number of Paired Shares subject to the
Restricted Stock Award was increased 50% to 250,870 pursuant to a 3 for 2
stock split on each of Trust Shares and the Corporation Shares that was
paid on January 27, 1997. Two-thirds of the Restricted Stock Award is
vested, and the remainder vests on December 30, 1998. S IV Holdings, L.L.C.
("S IV"), a Delaware limited liability company owned by the Partnership and
Ziff Investment Management, L.L.C., was granted a 10% interest in the
Restricted Stock Award by Starwood Capital. S IV has the right to vote the
25,087 Paired Shares subject to the Restricted Stock Award and to receive
any dividends on such Paired Shares. The Partnership's shared voting and
dispositive power results from its relationship with the General Partner.
The General Partner's and Mr. Korsant's beneficial ownership includes
the Units and Paired Shares which are beneficially owned by the
Partnership. The General Partner's shared voting and dispositive power
results from its relationship with the Partnership and Mr. Korsant's shared
voting and dispositive power results from his relationship to the General
Partner.
Other than the Transaction, the Reporting Persons have not been
involved in any transactions in the Paired Shares during the past 60 days.
After giving effect to the transactions described herein, the
Reporting Persons ceased to be the beneficial owners of more than 5% of the
outstanding shares of Paired Shares as of February 23, 1998.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Unchanged.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Unchanged.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete,
and correct.
Dated: April 27, 1998
ZIFF INVESTORS PARTNERSHIP, L.P. II
By: PBK HOLDINGS, INC.,
its general partner
By: /s/ Philip B. Korsant
---------------------------------
Philip B. Korsant
President
PBK HOLDINGS, INC.
By: /s/ Philip B. Korsant
---------------------------------
Philip B. Korsant
President
