UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
STARWOOD LODGING TRUST
STARWOOD LODGING CORPORATION
(Name of Issuer)
SHARES OF BENEFICIAL INTEREST, $.01 PAR VALUE
SHARES OF COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
855905 10 5
(CUSIP Number)
MARK A. BEAUDOIN
ZIFF BROTHERS INVESTMENTS, L.L.C.
CITICORP CENTER
153 EAST 53RD STREET
43RD FLOOR
NEW YORK, NEW YORK 10022
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 31, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
SCHEDULE 13D
CUSIP No. 855905 10 5
1 NAME OF REPORTING PERSONS
Ziff Investors Partnership, L.P. II
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
16,725
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,507,417
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,518,567 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON*
PU
SCHEDULE 13D
CUSIP No. 855905 10 5
1 NAME OF REPORTING PERSONS
Ziff Investment Management, L.L.C.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
16,725
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,507,417
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,518,567 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON*
OO
Statement on Schedule 13D
Pursuant to Rule 13d-1
under the Securities Exchange Act of 1934, As Amended
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to shares of
Beneficial Interest, par value $.01 per share (the "Trust
Shares"), of Starwood Lodging Trust (the "Trust") and shares of
Common Stock, par value $.01 per share (the "Corporation
Shares"), of Starwood Lodging Corporation (the "Corporation" and
together with the Trust, the "Companies"). Pursuant to a pairing
agreement between the Trust and the Corporation, the Trust Shares
and the Corporation Shares are "paired" and may only be held and
transferred in units consisting of one Trust Share and one
Corporation Share (collectively, a "Paired Share"). Accordingly,
this Statement on Schedule 13D is filed with respect to Paired
Shares and relates to both the Trust and the Corporation.
On December 5, 1996, the Companies announced a 3 for 2 stock
split in the form of a 50% stock dividend on each of the Trust
Shares and the Corporation Shares. This dividend will be payable
on January 27, 1997 to shareholders of record of the Companies on
December 30, 1996. However, all Paired Share numbers in this
Statement on Schedule 13D are reported on a pre-split basis.
The name and address of the principal executive offices of
the Trust are as follows: Starwood Lodging Trust, 2231 East
Camelback Road, Suite 410, Phoenix, AZ 85016. The name and
address of the principal executive offices of the Corporation are
as follows: Starwood Lodging Corporation, 2231 East Camelback
Road, Suite 410, Phoenix, AZ 85016.
Item 2. Identity and Background.
a. Ziff Investors Partnership, L.P. II. Ziff Investors
Partnership, L.P. II (the "Partnership") is a limited partnership
organized under the laws of the State of Delaware. The principal
business of the Partnership is to make direct investments in
marketable and private securities and indirect investments as a
limited partner in partnerships that invest in marketable
securities, real estate and venture capital interests. The
address of each of the principal business and the principal
office of the Partnership is Citicorp Center, 153 East 53rd
Street, 43rd Floor, New York, New York 10022.
b. Ziff Investment Management, L.L.C. Ziff Investment
Management, L.L.C. (the "General Partner") is a limited liability
company organized under the laws of the State of Delaware. The
General Partner is one of two general partners of the
Partnership. The principal business of the General Partner is to
act as the general partner of the Partnership and of other
limited partnerships affiliated with the Partnership. The
address of each of the principal business and the principal
office of the General Partner is Citicorp Center, 153 East 53rd
Street, 43rd Floor, New York, New York 10022. Each of Dirk,
Robert and Daniel Ziff owns a 33.33% member interest in the
General Partner. Dirk, Robert and Daniel Ziff are brothers, are
private investors and are United States citizens. The business
address of each of the Ziff brothers is c/o Ziff Brothers
Investments L.L.C., Citicorp Center, 153 East 53rd Street, 43rd
Floor, New York, New York 10022.
c. DHS Holdings L.L.C. DHS Holdings L.L.C. ("DHS") is a
limited liability company organized under the laws of the State
of New York and is the investment general partner of the
Partnership. DHS may be deemed to control the Partnership. The
principal business of DHS is to be the investment general partner
of the Partnership and to hold certain personal investments of
Mr. Daniel Stern. Mr. Daniel Stern is the majority owner of DHS
and is a Trustee of the Trust. Mr. Stern is a United States
citizen. The address of the principal business of DHS and Mr.
Stern and the principal office of DHS is the same as that of the
Partnership.
The Partnership, the General Partner, DHS, Daniel Stern,
Dirk Ziff, Robert Ziff and Daniel Ziff are collectively referred
to herein as the "Reporting Persons."
None of the Reporting Persons have been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) during the past five years. None of the Reporting
Persons was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, the result of
which was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or
finding any violation with respect to such laws during the past
five years.
Item 3. Source and Amount of Funds or Other Consideration.
Prior to December 31, 1996, the Partnership held limited
partner interests in three limited partnerships, Moonwood
Investment Partners, L.P, Woodstar Partners II, L.P. and
Harveywood Hotel Investors II, L.P. (collectively, the "Lodging
Partnerships"), each of which invested in certain limited
partnerships that owned limited partnership interests (the
"Realty Units") of SLT Realty Limited Partnership ("Realty") and
limited partnership interests (the "Operating Units") of SLC
Operating Limited Partnership ("Operating" and together with
Realty, the "Realty Entities"). The Realty Units and the
Operating Units are collectively referred to as the "Units."
The Partnership also holds a limited partner interest in Starwood
Capital Group, L.P. (the "Lodging General Partner"), a Delaware
limited partnership that served as general partner of the three
Lodging Partnerships. As of December 31, 1996, the Lodging
Partnerships and the limited partnerships that owned Units had
been liquidated, and the Units were distributed to their
respective partners, including the Lodging General Partner, in
accordance with their interests. The Lodging General Partner
then distributed the Units it received to its partners (together
with the distribution by the Lodging Partnerships, the
"Distribution"). The Partnership received an aggregate of
1,501,842 Units in the Distribution, subject to adjustment as
described in Item 6 below. No consideration was paid by the
Reporting Persons for the Distribution.
Each Unit will be exchangeable by the Reporting Persons into
either cash, one Paired Share, or a combination of cash and
Paired Shares at the option of the Trust and the Corporation.
This exchange right will be granted pursuant to an exchange
rights agreement to be entered into by the Partnership, the
Companies and the Realty Entities. Such rights shall be
substantially similar to the rights granted under the Exchange
Rights Agreement dated as of January 1, 1995 which was filed as
Exhibit 3 to the Statement on Schedule 13D dated January 31, 1995
by Starwood Capital Group, L.P. and affiliated entities, and is
incorporated herein by reference.
On August 12, 1996, the Trust granted to Starwood Capital
Group, L.L.C. ("Starwood Capital") a restricted stock award (the
"Restricted Stock Award") of 167,247 Paired Shares in connection
with the Trust's acquisition of eight hotels from an
institutional investor. This award was subject to approval by
the stockholders of the Companies, which was received on December
30, 1996. One-third of the Restricted Stock Award is vested, and
the remainder vests equally over two years. In addition, the
Restricted Stock Award is also subject to forfeiture under
certain circumstances. S IV Holdings, L.L.C., a Delaware limited
liability company owned by the Partnership and the General
Partner, was granted a 10% interest in the Restricted Stock Award
by Starwood Capital. S IV has the right to vote the 16,725
Paired Shares subject to the Restricted Stock Award and to
receive any dividends paid on such Paired Shares.
Item 4. Purpose of Transaction.
The Reporting Persons did not control the Lodging General
Partner's decision to cause the Distribution.
Except as otherwise described in Item 6 of this Statement on
Schedule 13D, none of the Reporting Persons have any plans or
proposals which relate to or would result in (a) the acquisition
by any person of additional securities of the Issuer, or the
disposition of securities by the Issuer, (b) an extraordinary
corporate transaction, such as a merger, reorganization, or
liquidation, involving the Issuer or any of its securities, (c) a
sale or transfer of a material amount of the assets of the Issuer
or any of its subsidiaries, (d) any change in the present board
of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Issuer's board of directors, (e)
any material change in the present capitalization or dividend
policy of the Issuer, (f) any other material change in the
Issuer's business or corporate structure, (g) changes in the
Issuer's charter, bylaws, or instruments corresponding thereto or
other actions which may impede the acquisition of control of the
Issuer by any person, (h) causing a class of the securities of
the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association,
(i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Exchange Act or (j) any action similar to any of those
enumerated above. The Partnership does, however, have limited
partner interests in other entities that indirectly hold Units
convertible into Paired Shares. If any of those entities were to
be liquidated, the Partnership would expect to receive additional
Units.
Item 5. Interest in Securities of the Issuer
Beneficial Ownership
As of December 31, 1996, the Reporting Persons beneficially
owned the number of Paired Shares as follows, subject to
adjustments:
<TABLE>
Beneficial Ownership Voting Power Dispositive Power
Paired % of
Reporting Person Shares Outstanding Sole Shared Sole Shared
<S> <C> <C> <C> <C> <C> <C>
Ziff Investors
Partnership, L.P. II 1,518,567 5.3% None 16,725 None 1,507,417
Ziff Investment
Management, L.L.C. 1,518,567 5.3% None 16,725 None 1,507,417
Dirk Ziff 1,518,567 5.3% None 16,725 None 1,507,417
Robert Ziff 1,518,567 5.3% None 16,725 None 1,507,417
Daniel Ziff 1,518,567 5.3% None 16,725 None 1,507,417
DHS Holdings, L.L.C. 1,518,567 5.3% None 16,725 None 1,507,417
Daniel Stern 1,518,567 5.3% None 16,725 None 1,507,417
</TABLE>
Of the Paired Shares listed above, 1,501,842 Paired Shares
are deemed to be owned by virtue of the ownership of Units which
are exchangeable into Paired Shares, as described in Item 3. The
percentage of the outstanding Paired Shares and the Voting Power
disclosure above assumes the exchange of all 1,501,842 Units
owned by the Partnership (and no exchange of Units by any other
person) into Paired Shares.
The Partnership's beneficial ownership includes (i)
1,501,842 Paired Shares issuable upon exchange of the 1,501,842
Units distributed to the Partnership in the Distribution
effective as of December 31, 1996 and (ii) 16,725 Paired Shares
which are part of the Restricted Stock Award. The Partnership's
shared voting and dispositive power results from its relationship
with the General Partner.
The General Partner's beneficial ownership includes the
Units and Paired Shares which are beneficially owned by the
Partnership. The General Partner's shared voting and dispositive
power results from its relationship with the Partnership.
Each of Dirk Ziff's, Robert Ziff's and Daniel Ziff's
beneficial ownership includes the Units and Paired Shares which
are beneficially owned by the General Partner, which are directly
owned by the Partnership. Each of Dirk Ziff's, Robert Ziff's and
Daniel Ziff's shared voting and dispositive power results from
his relationship to the General Partner.
DHS's and Mr. Stern's beneficial ownership includes the
Units and Paired Shares which are beneficially owned by the
Partnership. DHS's shared voting and dispositive power results
from its relationship to the Partnership and Mr. Stern's shared
voting and dispositive power results from his relationship to
DHS.
Other than the Distribution, the Reporting Persons have not
been involved in any transactions in the Paired Shares during the
past 60 days.
Item 6. Contracts, Arrangements, Understandings, or
Relationships With Respect to Securities of the Issuer
All Paired Shares and Unit numbers reported in this
Statement on Schedule 13D reflect the actual distributions of
Units made by the Lodging Partnerships on December 31, 1996 to
the Partnership, which were based on the average closing market
value of the Paired Shares during the 30-day period prior to
December 31, 1996. Pursuant to agreements between the Lodging
General Partner and the Partnership, the final allocation of
Units between the Lodging General Partner and the Partnership
shall be adjusted if the average closing market value of the
Paired Shares during the 60-day period ending January 30, 1997
differs from the average closing market value during such 30-day
period.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement Among the Reporting Persons.
2. Exchange Rights Agreement dated as of January 1, 1995
(incorporated herein by referent to Exhibit 3 to Statement on
Schedule 13D dated January 31, 1995 for Starwood Capital Group,
L.P. and affiliates).
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the information set forth in this
statement is true, complete, and correct.
Dated: January 10, 1997
ZIFF INVESTORS PARTNERSHIP, L.P. II
By: Ziff Investment Management, L.L.C.,
its general partner
By:
/s/ Robert Ziff
Robert Ziff
Member
ZIFF INVESTMENT MANAGEMENT, L.L.C.
By:
/s/ Robert Ziff
Robert Ziff
Member
Exhibit 1
Joint Filing Agreement
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the Statement on Schedule 13D to which
this Exhibit is attached is filed on behalf of each of them in
the capacities set forth below and that Ziff Investors
Partnership, L.P. II may file any amendment thereto on behalf of
each such person.
Dated: January 10, 1997
ZIFF INVESTORS PARTNERSHIP, L.P. II
By: Ziff Investment Management, L.L.C.,
its general partner
By:
/s/ Robert Ziff
Robert Ziff
Member
ZIFF INVESTMENT MANAGEMENT, L.L.C.
By:
/s/ Robert Ziff
Robert Ziff
Member
