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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): October 31, 1995
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Commission File Number: 1-6828 Commission File Number: 1-7959
STARWOOD LODGING STARWOOD LODGING
TRUST CORPORATION
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
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.)
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)
(Former name or former address, (Former name or former address,
if changed since last report) if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous independent accountants
(I) On October 31, 1995, Starwood Lodging Trust and
Starwood Lodging Corporation (the "Registrants")
dismissed Deloitte & Touche LLP as its independent
accountants.
(II) The report of Deloitte & Touche LLP on the
Registrants' financial statements for the year ended
December 31, 1994 contained no adverse opinion or
disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting
principles. The Registrants' financial statements for
the year ended December 31, 1993 contained a
qualification as to the Registrants' ability to
continue as going concerns (which qualification was
not contained in subsequent reports) and as to the
ultimate outcome of certain litigation but otherwise
was not qualified or modified as to uncertainty,
audit scope or accounting principles.
(III) The audit committee of Starwood Lodging Corporation
and the board of directors of each of the Registrants
participated in and approved the decision to change
independent accountants.
(IV) During the Registrants' two most recent fiscal years
and through October 31, 1995, there have been no
disagreements with Deloitte & Touche LLP on any
matter of accounting principles or practices,
financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the
satisfaction of Deloitte & Touche LLP would have
caused them to make reference thereto in their
report.
(V) During the two most recent fiscal years and through
October 31, 1995, there have been no reportable
events (as defined in Regulation S-K Item
304(a)(1)(v)).
(VI) The Registrants have requested that Deloitte & Touche
LLP furnish it with a letter addressed to the SEC
stating whether or not it agrees with the above
statements. A copy of such letter , dated November 1,
1995, is filed as Exhibit 16 to this Form 8-K.
(b) New independent accountants
(I) The Registrant engaged Coopers & Lybrand, LLP as its
new independent accountants as of November 1, 1995.
During the two most recent fiscal years and through
October 31, 1995, the Registrant has not consulted
with Coopers & Lybrand, LLP on items which (1) were
or should have been subject to SAS 50 or (2)
concerned the subject matter of a disagreement or
reportable event with the former auditor, (as
described in Regulation S-K Item 304(a)(2)).
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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.
STARWOOD LODGING TRUST STARWOOD LODGING CORPORATION
By: By:
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Ronald C. Brown Kenneth J. Biehl
Vice President and Vice President and Principal
Chief Financial Officer Accounting Officer
Date: November 1, 1995
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
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16 Former Auditor's Letter
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Exhibit 16
November 1, 1995
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read the comments in Item 4 of Form 8-K of Starwood Lodging Trust and
Starwood Lodging Corporation dated November 1, 1995, and have the following
comments:
- - We agree with the statements made in paragraphs I, II, IV, V, and VI of
Item 4(a) "Previous independent accountants."
- - We have no basis to agree or disagree with the statements made in
paragraph III of Item 4(a) or the statements made in Item 4(b) "New
independent accountants."
Yours truly,
/S/ DELOITTE & TOUCHE LLP
