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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 30, 1999
COMMISSION FILE NUMBER: 1-7959
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction of incorporation or organization)
52-1193298
(I.R.S. employer identification no.)
777 WESTCHESTER AVENUE
WHITE PLAINS, NEW YORK 10604
(Address of principal executive offices, including zip code)
(914) 640-8100
(Registrant's telephone number, including area code)
COMMISSION FILE NUMBER: 1-6828
STARWOOD HOTELS & RESORTS
(Exact name of registrant as specified in its organizational documents)
MARYLAND
(State or other jurisdiction of incorporation or organization)
52-0901263
(I.R.S. employer identification no.)
777 WESTCHESTER AVENUE
WHITE PLAINS, NEW YORK 10604
(Address of principal executive offices, including zip code)
(914) 640-8100
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 27, 1999, Starwood Hotels & Resorts Worldwide, Inc.
("Starwood") and certain of its subsidiaries entered into a Stock Purchase
Agreement with Park Place Entertainment Corporation ("Park Place") to sell
Caesars World Inc. and certain other gaming assets ("Caesars") of Starwood to
Park Place. On August 13, 1999, Starwood filed a copy of the Stock Purchase
Agreement in its quarterly report on Form 10-Q. Starwood announced in a press
release on December 30, 1999 that the transaction had closed, in its entirety. A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBITS
99.1 Press Release of Starwood Hotels & Resorts Worldwide, Inc., dated December
30, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STARWOOD HOTELS & RESORTS STARWOOD HOTELS & RESORTS
WORLDWIDE, INC.
By: /s/ Jonathan H. Yellen By: /s/ Jonathan H. Yellen
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Name: Jonathan H. Yellen Name: Jonathan H. Yellen
Title: Assistant Secretary Vice President, Associate General
Counsel and Assistant Secretary
Dated: January 7, 2000
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Exhibit 99.1
Starwood Completes $3.0 Billion Sale of Caesars
WHITE PLAINS, N.Y., Dec. 30 -- Starwood Hotels & Resorts Worldwide, Inc. (NYSE:
HOT) announced today that it has completed the previously announced sale of
Caesars World, Inc. to Park Place Entertainment Corporation (NYSE: PPE) for
approximately $3.0 billion in cash.
"We are delighted to have completed this transaction on schedule and at an
attractive price for our shareowners" said Barry S. Sternlicht, Chairman and CEO
of Starwood. "Since the ITT acquisition we've completed the sale of over $6.5
billion of primarily non-core assets as we continue to strengthen our balance
sheet and free up resources for other corporate uses, including high return
renovations, opportunistic acquisitions and share repurchase."
Ronald C. Brown, Executive Vice President and CFO of Starwood said, "immediate
plans for the proceeds from the sale include the repayment of $2.5 billion of
high cost debt with a current interest rate of more than nine percent. The
balance will initially be used to pay down our bank revolver. This will
immediately and significantly enhance the company's credit statistics. In
addition, we continue to target more than $500 million in incremental asset
sales, including the previously announced sale of the Desert Inn in Las Vegas to
Sun International, adding additional investment capacity for growth
opportunities and share repurchase."
Starwood, through its subsidiaries, owns, manages and franchises hotels under
its St. Regis, The Luxury Collection, Westin, Sheraton, Four Points and W
brands. Starwood is one of the leading hotel and leisure companies in the world
with more than 700 hotels in 77 countries and 120,000 employees at its owned and
managed properties.
(Note: This release contains certain statements that may be deemed
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are no guarantees of future performance and involve
risks and uncertainties that could cause actual results to differ materially
from historical results or those anticipated at the time the forward-looking
statements are made, including, without limitation, risks and uncertainties
associated with the following: the continued ability of Starwood Hotels &
Resorts (the "Trust") to qualify for taxation as a REIT; Starwood's integration
of the assets and operations of ITT Corporation and Westin Hotels & Resorts;
completion, terms and timing of future acquisitions and dispositions; the
availability of capital for acquisitions and for renovations; execution of hotel
renovation and expansion programs; the ability to maintain existing management,
franchise or representation agreements and to obtain new agreements on current
terms; competition within the lodging industry; the cyclicality of the real
estate business and the hotel business; foreign exchange fluctuations; general
real estate and national and international economic conditions; political,
financial and economic conditions and uncertainties in countries in which
Starwood owns property or operates; the ability of Starwood, owners of
properties it manages or franchises and others with which it does business to
address the Year 2000 issue, and the costs associated therewith; the adoption by
several European countries of the euro as their national currency; and the other
risks and uncertainties set forth in the annual, quarterly and current reports
and proxy statements of Starwood. Starwood undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.)
