<PAGE> 1
As filed with the Securities and Registration No. 333-_______
Exchange Commission on December 23, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
52-0901263
(I.R.S. EMPLOYER IDENTIFICATION NO.)
777 WESTCHESTER AVENUE
WHITE PLAINS, NY 10604
(914) 640-8100
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
STARWOOD HOTELS & RESORTS WORLDWIDE, INC. DEFERRED COMPENSATION PLAN
(FULL TITLE OF THE PLAN)
JONATHAN H. YELLEN., ESQ.
VICE PRESIDENT, ASSOCIATE GENERAL COUNSEL AND ASSISTANT SECRETARY
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
777 WESTCHESTER AVENUE
WHITE PLAINS, NY 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
555 WEST FIFTH STREET
LOS ANGELES, CA 90013
(213) 896-6000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title Of Proposed Maximum
Securities Amount Maximum Aggregate Amount Of
to be Registered To Be Offering Price Offering Registration
Registered Per Unit(2) Price(2) Fee(3)
<S> <C> <C> <C> <C>
Deferred Compensation Obligations(1) $15,000,000(2) 100% $15,000,000(2) $3,960.00
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of Starwood
Hotels & Resorts Worldwide, Inc. to pay deferred compensation in the future
in accordance with the terms of the Starwood Hotels & Resorts Worldwide,
Inc. Deferred Compensation Plan. Pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
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(2) Estimated solely for the purpose of calculating the registration fee, and
pursuant to Rule 457(h) under the Securities Act of 1933, based upon an
estimate of the amount of compensation to be deferred by participants.
2
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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.
3
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by Starwood Hotels &
Resorts Worldwide, Inc., a Maryland corporation (the "Corporation"), with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference and shall be deemed to be a part hereof:
(a) The Joint Annual Report of the Corporation and
Starwood Hotels & Resorts (the "Trust") on Form 10-K for the fiscal
year ended December 31, 1998, as amended by Form 10-K/A dated May 17,
1999;
(b) The Joint Quarterly Reports on Form 10-Q of the
Corporation and the Trust for the quarters ended March 31, 1999, June
30, 1999 and September 30, 1999 (as amended by a Form 10-Q/A dated
November 16, 1999); and
(c) The Joint Current Reports on Form 8-K of the
Corporation and the Trust dated January 6, 1999, March 15, 1999, April
27, 1999, May 17, 1999, July 9, 1999, July 19, 1999 and December 22,
1999.
All documents filed by the Corporation and/or the Starwood
Hotels & Resorts Worldwide, Inc. Deferred Compensation Plan (the "Plan")
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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 de-registers 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 enumerated in paragraphs (a) through (c) 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 first 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
Under the Plan, the Corporation will provide eligible
employees the opportunity to agree to the deferral of a specified percentage of
a portion of their cash compensation. An employee of the Corporation or its
participating affiliates who is selected by the committee administering the Plan
(the "Committee") to participate therein may elect to defer all or a part (but
not less than 10%) of (i) the eligible cash portion of any annual award payable
to the Participant under the Starwood Hotels & Resorts Worldwide, Inc. Annual
Incentive Plan (the "AIP"), (ii) any signing bonus payable to the Participant or
(iii) any other compensation designated by the Committee as eligible for
deferral under the Plan. All amounts
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so deferred by a Participant will be treated as if invested in certain deemed
investment funds individually chosen by each Participant from a list of
investment benchmarks provided pursuant to the Plan. The obligations of the
Corporation under the Plan (the "Obligations") will be unsecured general
obligations of the Corporation to pay the deferred compensation in the future in
accordance with the terms of the Plan, and will rank pari passu with other
unsecured and unsubordinated indebtedness of the Corporation from time to time
outstanding.
The amount of compensation to be deferred by each Participant
will be determined in accordance with the Plan based on elections by each
Participant. Each Obligation will be payable on a date selected by each
Participant in accordance with the terms of the Plan. The Obligations will be
indexed to the deemed investment funds individually chosen by each Participant.
Each Participant's Obligations will be adjusted to reflect the investment
experience, whether positive or negative, of the Participant's deferral account,
including any appreciation or depreciation. The Obligations will be denominated
and be payable in United States dollars.
A Participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, transferred, pledged or encumbered
except by a written designation of a beneficiary under the Plan, by written
will, or by the laws of descent and distribution.
The Obligations are not subject to redemption, in whole or in
part, prior to the individual payment dates specified by each Participant, at
the option of the Corporation or through operation of a mandatory or optional
sinking fund or analogous provision. However, the Corporation reserves the right
to amend or terminate the Plan at any time, except that no such amendment or
termination shall adversely affect the right of a Participant to the balance of
his or her deferred account as of the date of such amendment or termination.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Maryland General Corporation Law (the "MGCL") permits a
Maryland corporation to include in its charter a provision limiting the
liability of its directors and officers to the corporation and its stockholders
for money damages except for liability resulting from (a) actual receipt of an
improper benefit or profit in money, property or services or (b) active and
deliberate dishonesty established by a final judgment as being material to the
cause of action. The charter (the "Charter") of Starwood Hotels & Resorts
Worldwide, Inc. ("the Corporation") contains such a provision which eliminates
such liability to the maximum extent permitted by the MGCL.
The Charter provides that the Corporation shall indemnify, to
the fullest extent permitted by law, all persons who may be indemnified pursuant
to the MGCL. The MGCL requires a corporation (unless its charter provides
otherwise, which the Charter does not) to indemnify a director or officer who
has been successful, on the merits or otherwise, in the defense of any
proceeding to which he is made a party by reason of his service in that
capacity. The MGCL permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the director or officer
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actually received an improper personal benefit in money, property or services or
(c) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. However,
under the MGCL, a Maryland corporation may not indemnify for an adverse judgment
in a suit by or in the right of the corporation or for a judgment of liability
on the basis that personal benefit was improperly received, unless in either
case a court orders indemnification and then only for expenses. In addition, the
MGCL permits a corporation to advance reasonable expenses to a director or
officer upon the receipt by the corporation of (a) a written affirmation by the
director or officer of his or her good faith belief that he or she has met the
standard of conduct necessary for indemnification by the corporation and (b) a
written undertaking by or on his or her behalf to repay the amount paid or
reimbursed by the corporation if it shall ultimately be determined that the
standard of conduct was not met.
The Corporation has entered into indemnification agreements
with its directors and executive officers providing for the maintenance of
directors and officers liability insurance, subject to certain conditions, and
the indemnification of and advancement of expenses to such directors and
executive officers.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Exhibit
------ ----------------------
5.1 Opinion of Sidley & Austin.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Sidley & Austin (included in Item 5.1).
24.1 Powers of Attorney (included on signature pages hereto).
Item 9. Undertakings
(a) The undersigned registrant (the "Registrant") hereby undertakes:
(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, as amended (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
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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.
(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 (1)(i) and (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
Registrant 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 the 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 securities being registered which remain unsold at the termination of
the offering.
(b) The 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 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 the 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 Act 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 Act and will
be governed by the final adjudication of such issue.
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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-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of White Plains, State of
New York, on this 9th day of December, 1999.
STARWOOD HOTELS & RESORTS
WORLDWIDE, INC.
By: /s/ Jonathan H. Yellen
------------------------------------------
Name: Jonathan H. Yellen
----------------------------------------
Title: Vice President, Associate General
---------------------------------------
Counsel & Assistant Secretary
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POWER OF ATTORNEY
Each person whose signature to the Registration Statement
appears below hereby appoints Ronald C. Brown, Thomas C. Janson, Jr. and
Jonathan H. Yellen, and each of them, as his or her attorneys-in-fact, with full
power of substitution and re-substitution, 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.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
/s/ Barry S. Sternlicht Chairman, Chief Executive December 6, 1999
- ------------------------ Officer and Director
Barry S. Sternlicht (Principal Executive Officer)
/s/ Ronald C. Brown Executive Vice President and December 6, 1999
- ------------------------ Chief Financial Officer (Principal
Ronald C. Brown Financial and Accounting Officer)
/s/ Brenda C. Barnes Director December 8, 1999
- ------------------------
Brenda C. Barnes
/s/ Jean-Marc Chapus Director December 8, 1999
- ------------------------
Jean-Marc Chapus
/s/ Bruce W. Duncan Director December 5, 1999
- ------------------------
Bruce W. Duncan
/s/ Jonathan D. Eilian Director December 7, 1999
- ------------------------
Jonathan D. Eilian
/s/ Madison F. Grose Director December 7, 1999
- ------------------------
Madison F. Grose
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Eric Hippeau Director December 8, 1999
- ------------------------
Eric Hippeau
/s/ Earle F. Jones Director December 8, 1999
- ------------------------
Earle F. Jones
/s/ L. Dennis Kozlowski Director December 8, 1999
- ------------------------
L. Dennis Kozlowski
/s/ Michael A. Leven Director December 6, 1999
- ------------------------
Michael A. Leven
/s/ George J. Mitchell Director December 5, 1999
- ------------------------
George J. Mitchell
/s/ Stephen R. Quazzo Director December 8, 1999
- ------------------------
Stephen R. Quazzo
/s/ Daniel H. Stern Director December 8, 1999
- ------------------------
Daniel H. Stern
/s/ Raymond S. Troubh Director December 7, 1999
- ------------------------
Raymond S. Troubh
/s/ Daniel W. Yih Director December 7, 1999
- ------------------------
Daniel W. Yih
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the trustee
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of White Plains, State of New York, on
December 9, 1999.
STARWOOD HOTELS & RESORTS
WORLDWIDE, INC.
DEFERRED COMPENSATION PLAN
By: /s/ Susan R. Bolger
-----------------------------------
Susan R. Bolger
on behalf of the Starwood Hotels &
Resorts Worldwide, Inc. Deferred
Compensation Plan Administrative
Committee
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<PAGE> 10
EXHIBIT INDEX
Exhibit
Number
------
5.1 Opinion of Sidley & Austin.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Sidley & Austin (included in Item 5.1).
24.1 Powers of Attorney (included on signature pages hereto).
<PAGE> 1
Exhibit 5.1
[SIDLEY & AUSTIN LETTERHEAD]
December 6, 1999
Starwood Hotels & Resorts Worldwide, Inc.
777 Westchester Avenue
White Plains, New York 10604
Re: Registration Statement on Form S-8 - Deferred Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to Starwood Hotels & Resorts Worldwide, Inc.,
a Maryland corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission of the Company's Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, relating to up to $15,000,000 of the Company's deferred
compensation obligations (the "Deferred Compensation Obligations") payable under
the Starwood Hotels & Resorts Worldwide, Inc. Deferred Compensation Plan (the
"Plan").
In that capacity, we have examined the originals or copies, certified
or otherwise identified to our satisfaction, of the articles of incorporation
and the by-laws of the Company, as amended through the date hereof, resolutions
of the Company's Board of Directors and its Compensation Committee, and such
other documents and corporate records relating to the Company and the Deferred
Compensation Obligations as we have deemed appropriate. In all cases, we have
assumed the legal capacity of each natural person signing any of the documents
and corporate records examined by us, the genuineness of signatures, the
authenticity of documents submitted to us as originals, the conformity to
authentic original documents of documents submitted to us as copies and the
accuracy and completeness of all corporate records and other information made
available to us by the Company.
Based upon the foregoing and consideration of such questions of law as
we have deemed relevant, we are of the opinion that the Deferred Compensation
Obligations will be, when created in accordance with the terms of the Plan,
valid and binding obligations of the Company, enforceable in accordance with the
terms of the Plan, subject to applicable bankruptcy, moratorium, insolvency,
fraudulent transfer, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equitable principles.
<PAGE> 2
Starwood Hotels & Resorts Worldwide, Inc.
December 6, 1999
Page 2
We hereby consent to the use of this opinion letter as an exhibit to
the Registration Statement.
Very truly yours,
SIDLEY & AUSTIN
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated July 9,
1999, on the financial statements and financial statement schedules included in
Starwood Hotels & Resorts Worldwide, Inc. and Starwood Hotels & Resorts Joint
Current Report on Form 8-K dated July 9, 1999 and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
December 20, 1999
