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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): June 13, 1994
Commission file number: Commission file number:
1-6828 1-7959
HOTEL INVESTORS TRUST HOTEL INVESTORS CORPORATION
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Maryland Maryland
(State or other jurisdiction (State or other jurisdiction
of incorporation or organization) or incorporation or organization)
52-0901263 52-1193298
(I.R.S. employer identification (I.R.S. employer identification
number) number)
11845 W. Olympic Blvd., Suite 550 11845 W. Olympic Blvd., Suite 560
Los Angeles, California 90064 Los Angeles, California 90064
(Address of principal executive (Address of principal executive
offices, including zip code) offices, including zip code)
310-575-3900 310-575-3900
(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
Not applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 13, 1994, Hotel Investors Trust and Hotel Investors
Corporation announced jointly with Starwood Capital Group, L.P. that they have
agreed to create an "UPREIT" structure in which the Trust and Starwood would
form a limited partnership with would have equity and mortgage interests in 47
hotel properties in 21 states.
A copy of the press release is filed as an exhibit to this
Form 8-K.
Item 7. Exhibits.
22 Form of press release dated June 13, 1994.
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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, thereto duly authorized.
HOTEL INVESTORS TRUST HOTEL INVESTORS CORPORATION
By: /s/JEFFREY C. LAPIN By: /s/KEVIN E. MALLORY
- - - ----------------------------------------- -----------------------------
Jeffrey C. Lapin Kevin E. Mallory
President and Chief Executive Officer Executive Vice President
Date: June 20, 1994
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description of Exhibit Numbered Page
-------- ---------------------- -------------
<S> <C>
22 Form of press release dated June 13, 1994.
</TABLE>
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HOTEL INVESTORS
11845 West Olympic Boulevard, Suite 550 [ ] Los Angeles, California 90064
310/575-3900 [ ] Fax: 575-9512
CONTACTS: Hotel Investors Trust
Jeffrey C. Lapin
President and Chief Executive Officer
(310) 575-3900
Barry Sternlicht
President and Chief Executive Officer
Starwood Capital Group, L.P.
(203) 221-4646
Steve Bruce
Abernathy MacGregor Scanlon
(212) 371-5999
Eugene G. Heller
Silverman Heller Associates
(310) 208-2550
FOR IMMEDIATE RELEASE
STARWOOD CAPITAL GROUP TO ACQUIRE CONTROL OF
HOTEL INVESTORS
LOS ANGELES, California and WESTPORT, Connecticut (June 13, 1994) -- Hotel
Investors Trust, a real estate investment trust (the "Trust"), and Hotel
Investors Corporation, a hotel operating company (the "Corporation"), whose
shares are paired and trade together on the New York Stock Exchange (NYSE:HOT),
today announced jointly with Starwood Capital Group, L.P., a private investment
firm, that they have agreed to create an "UPREIT" structure in which the Trust
and Starwood would form a limited partnership which would have equity and
mortgage interests in 47 hotel properties in 21 states.
The Trust would be the general partner and contribute to the limited
partnership all of its assets subject to its liabilities and subject to
outstanding leases to the Corporation, and Starwood would be the limited
partner and contribute cash and a portfolio of hotel equity and mortgage note
interests, subject to certain existing debt.
Upon closing, the Trust's name will be changed to "Starwood Lodging
Trust," the Corporation's name will be changed to "Starwood Lodging
Corporation," and a majority of the Boards of both the Trust and the
Corporation would be nominees of Starwood.
Starwood's limited partnership interests would be exchangeable into
paired shares of the Trust and the Corporation, such that on a fully converted
basis, Starwood would own between 67% and 75% of the outstanding paired shares
of the Trust and the Corporation (but subject to limitations to preserve the
REIT status of the Trust and its paired share structure with the Corporation).
Approximately 55% of Starwood's investment would have a priority in case of a
liquidation of the partnership prior to reduction of existing Trust senior
debt.
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Starwood has also agreed, at the Trust's option, to purchase the
Trust's Albany, Georgia property for approximately $6 million and to loan to
the Trust up to an additional $5 million as a short-term first mortgage loan or
defer certain amortization of senior secured Trust debt held by Starwood
pending completion of the transaction; and the Trust would use the proceeds to
make certain payments on its outstanding senior secured debt and repurchase a
portion of the warrants issued to its senior lenders in connection with the
restructuring of the senior secured debt in January 1993.
Starwood previously purchased or has under contract in excess of $75
million of the Trust's outstanding senior secured debt.
The closing is scheduled to occur prior to the end of 1994. It is
subject to approval by the shareholders of the Trust and the stockholders of
the Corporation, a written fairness opinion from the investment bankers for the
Trust and the Corporation, all necessary regulatory approvals, the consent of
certain senior lenders to the Trust and other customary closing conditions.
Jeffrey C. Lapin, President and Chief Executive Officer of Hotel
Investors Trust, said, "This transaction should permit Hotel Investors to
substantially improve its balance sheet and grow by taking advantage of hotel
acquisition opportunities. Starwood is well-capitalized and committed to the
expansion of our hotel business. I look forward to the affiliation with
Starwood."
Barry Sternlicht, President and Chief Executive Officer of Starwood,
said, "We intend to de-leverage the Trust and to create a financial structure
which can support the growth of the Trust through both single asset and
portfolio acquisitions. Starwood Lodging Trust will be our hotel acquisition
vehicle in the future."
Starwood and its affiliates were formed in late 1991. Founding
investors included the investment arms of the Ziff family, Ziff Brothers
Investments, and of the Burden family, William A. M. Burden & Co. They were
joined in subsequent Starwood investments, including the $102 million Starwood
Opportunity Fund II, L.P., by a select group of additional investors, including
the Pritzker family.
Since its founding, Starwood has acquired more than $750 million of
real estate investments in more than 50 transactions. Among the firm's initial
investments were 6,000 apartment units in 23 properties located in six states,
which were contributed to the "UPREIT" partnership associated with Equity
Residential Property Trust (NYSE: EQR). Mr. Sternlicht serves on the Board of
EQR.
Since mid-1993, Starwood has shifted its focus to the hotel industry,
investing over $300 million in hotels and related investments, and it now owns
interests in over 8,000 hotel rooms in more than 25 properties nationwide.
Headquartered in Los Angeles, Hotel Investors Trust and Hotel
Investors Corporation are engaged in the ownership and management of 28 hotel
properties in 15 states, including two hotel/casinos located in Las Vegas,
totalling more than 5,300 guest rooms. The combined portfolio includes 20
franchise locations such as Embassy Suites, Marriott, Sheraton, Radisson,
Holiday Inn, Ramada Inn, and Best Western, as well as eight independent
properties. Hotel Investors Trust also holds mortgage interests in nine hotel
properties. Hotel Investors Corporation operates properties leased from Hotel
Investors Trust, directly or through third-party management companies.
