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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): August 12, 1996
Commission File Number: 1-6828 Commission File Number: 1-7959
STARWOOD LODGING STARWOOD LODGING
TRUST CORPORATION
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
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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.)
2231 E. Camelback Road, Suite 410 2231 E. Camelback Road, Suite 400
Phoenix, Arizona 85016 Phoenix, Arizona 85016
(Address of principal executive (Address of principal executive
offices, including zip code) offices, including zip code)
(602) 852-3900 (602) 852-3900
(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 13, 1996, the Company announced that as of August 12, 1996,
it had completed the acquisition of eight upscale and luxury full-service hotels
including: the 290-room Ritz Carlton in Philadelphia, Pennsylvania; the 373-room
Ritz Carlton in Kansas City, Missouri; the 347-room Westin Hotel in Waltham,
Massachusetts; the 370-room Doubletree Hotel at Concourse in Atlanta, Georgia;
the 739-room Doubletree Hotel LAX in Los Angeles, California; the 450-room
Doubletree Hotel at Horton Plaza in San Diego, California; the 321-room
Doubletree Grand Hotel at Mall of America, Bloomington, Minnesota; and the
251-room Sheraton Ft. Lauderdale Airport Hotel in Dania, Florida from Teachers
Insurance and Annuity Association for an aggregate purchase price of
approximately $309 million in cash.
A copy of the press release is filed as Exhibit 99.1 to this report on
Form 8-K.
On August 20, 1996, the Company announced that as of August 16, 1996,
it had completed the acquisition of a portfolio of upscale, full-service hotels
including: the 275-room Marque in Atlanta, Georgia; the 247-room Sheraton in
Needham, Massachusetts; the 198-suite Embassy Suites in Palm Desert, California;
the 297-suite Embassy Suites in St. Louis, Missouri; the 215-room Hotel Park in
Tucson, Arizona; the 422-room Arlington Park Hilton in Arlington Heights,
Illinois; the 224-room Hilton Hotel in Allentown, Pennsylvania; and the 293-room
Radisson Marque in Winston-Salem, North Carolina from Hotels of Distinction
Ventures, Inc. The ninth and final property in the portfolio, the 254-room
Sheraton Metrodome in Minneapolis, Minnesota, is expected to close escrow within
30 days. The aggregate purchase price for the entire nine-property portfolio is
approximately $135 million in cash.
A copy of the press release is filed as Exhibit 99.2 to this report on
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired. Previously filed. See
the Company's Current Report on Form 8-K dated June 28, 1996.
(b) Pro Forma Financial Information. Previously filed. See the
Company's Current Report on Form 8-K dated June 28, 1996.
(c) Exhibits.
99.1 Form of press release dated August 13, 1996.
99.2 Form of press release dated August 20, 1996.
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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.
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STARWOOD LODGING TRUST STARWOOD LODGING CORPORATION
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By: /s/ Ronald C. Brown By: /s/ Alan M. Schnaid
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Ronald C. Brown Alan M. Schnaid
Senior Vice President and Vice President and Corporate Controller
Chief Financial Officer Principal Accounting Officer
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Date: August 23, 1996
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EXHIBIT 99.1
STARWOOD LODGING COMPLETES ACQUISITION OF EIGHT
HOTELS FROM TEACHERS INSURANCE FOR $309 MILLION
PHOENIX, AZ., August 13, 1996 . . . Starwood Lodging Trust (the "Trust"), a real
estate investment trust, and Starwood Lodging Corporation (the "Corporation,"
and collectively with the Trust, "the Company"), a hotel management and
operating company, whose shares are paired and trade together as a unit
(NYSE:HOT), today announced the completion of the purchase of eight upscale and
luxury full-service hotels from Teachers Insurance and Annuity Association
("TIAA") for $309 million.
The portfolio contains prominent hotel assets which are very well
located in major markets. In total, the acquisition has added 3,141 upscale
hotel rooms to the Trust's portfolio. The properties include The Ritz Carlton,
Philadelphia; The Ritz Carlton, Kansas City; The Westin Hotel Waltham, suburban
Boston; the Doubletree Hotel at Concourse, Atlanta; The Doubletree Hotel LAX,
Los Angeles; the Doubletree Hotel at Horton Plaza, San Diego; the Doubletree
Grand Hotel at Mall of America, Bloomington, Minnesota; and the Sheraton Ft.
Lauderdale Airport Hotel, Dania, Florida.
The properties were purchased at an average price per room of $98,000,
exemplifying the Trust's strategy of acquiring upscale properties with
significant upside potential at discounts to replacement cost. The transaction
was sourced, structured, and negotiated on behalf of the Trust in a private
transaction by Starwood Capital Group, L.P., a diversified real estate
investment firm based in Greenwich, Connecticut.
"We have further strengthened our penetration of major markets across
the nation with the purchase of this superior quality full-service hotel
portfolio," said Barry Sternlicht, Chairman and CEO of Starwood Lodging Trust.
"Our acquisition program continues in 1996 as we maintain our record of rapid
and profitable expansion."
With an equity market capitalization exceeding $1.1 billion, Starwood
Lodging Trust is the largest hotel REIT in the United States. The Trust, which
conducts all of its business as a general partner of SLT Realty Limited
Partnership, is the only hotel REIT whose shares are paired with a hotel
operating company, Starwood Lodging Corporation. The Corporation, which conducts
substantially all of its business as managing general partner of SLC Operating
Limited Partnership, leases properties from the Trust and operates them directly
or through third party management companies.
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EXHIBIT 99.2
STARWOOD LODGING CLOSES ACQUISITION
OF HOTELS OF DISTINCTION PORTFOLIO
PHOENIX, AZ., August 20, 1996 . . . Starwood Lodging Trust (the "Trust"), a real
estate investment trust, and Starwood Lodging Corporation (the "Corporation,"
and collectively with the Trust, "the Company"), a hotel management and
operating company, whose shares are paired and trade together as a unit
(NYSE:HOT), today announced the closing of the acquisition of a portfolio of
up-scale, full-service hotels from Hotels of Distinction Ventures, Inc.
("HODV"). The purchase price for the entire portfolio of nine properties is $134
million, or $55,000 per key. The Trust recently closed on eight of the
portfolio's properties. The ninth and final property of the HODV portfolio, the
254-room Sheraton Metrodome, Minneapolis, Minnesota, is expected to close escrow
within 30 days. For an additional $1 million, the Trust has also completed the
acquisition of certain personal and intellectual property from Hotels of
Distinction, Inc. ("HOD"), the hotel operating company formerly managing the
portfolio. The Corporation assumed management of all eight hotels upon closing.
Acquisition costs related to the completion of this purchase were funded by a
$300 million Acquisition Facility entered into with Goldman Sachs & Co.
The transaction was sourced, structured, and negotiated on behalf of
the Trust in a private transaction by Starwood Capital Group, L.P., a
diversified real estate investment firm based in Greenwich, Connecticut.
"At an acquisition price of approximately 63% of estimated replacement
cost, the HODV acquisition is representative of the execution of the Trust's
strategy of purchasing attractive, well located, upscale properties at deep
discount to replacement costs," said Barry S. Sternlicht, Chairman and CEO of
Starwood Lodging Trust.
"Our core strategy is to control our own destiny by assuming management
of full-service, high-quality assets in strong markets in an effort to build a
sustainable long-term competitive advantage in those markets," said Eric
Danziger, President and CEO of Starwood Lodging Corporation. "In addition to
increasing our portfolio's geographic diversification, several of these assets
are in markets in which the Company already has a presence, enabling the
Corporation to achieve economies of scale by better controlling costs while
driving revenues."
The portfolio contains up-scale full service hotel assets in
strategically located markets. In total, the acquisition will add 2,425 hotel
rooms to the Trust's portfolio. The properties include The Marque, Atlanta,
Georgia; The Sheraton Hotel, Needham, Massachusetts; Embassy Suites, Palm
Desert, California; Embassy Suites, St. Louis, Missouri; Hotel Park Tucson,
Tucson, Arizona; Sheraton Metrodome, Minneapolis, Minnesota; Arlington Park
Hilton, Arlington Heights, Illinois; The Hilton Hotel, Allentown, Pennsylvania;
and The Radisson Marque, Winston-Salem, North Carolina.
With an equity market capitalization exceeding $1.1 billion, Starwood
Lodging Trust is the largest hotel REIT in the United States. The Trust, which
conducts all of its business as general partner of SLT Realty Limited
Partnership, is the only hotel REIT whose shares are paired with a hotel
operating company, Starwood Lodging Corporation. The Corporation, which conducts
substantially all of its business as managing general partner of SLC Operating
Limited Partnership, leases properties from the Trust and operates them directly
or through third party management companies.
