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As filed with the Securities and Exchange Commission on November 12, 1997
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SCHEDULE 14A INFORMATION
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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by Rule 14a-6(e)(2))
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Starwood Lodging Trust
Starwood Lodging Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
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FOR IMMEDIATE RELEASE
CONTACT: Starwood Lodging Trust: Burson-Marsteller:
Jeff Rosenthal (203) 861-2100 Stuart Carlisle (203) 861-2100
Ron Brown (602) 852-3900 Michael Claes (212) 614-5236
STARWOOD EXPECTS ITT SHAREHOLDERS COULD RECEIVE OVER $60 IN CASH PER SHARE WITH
BALANCE IN STOCK
Phoenix, AZ, November 9, 1997 -- Starwood Lodging (NYSE: HOT) said today that it
had received "enthusiastic and positive response" from ITT shareholders but
there remains some confusion regarding the cash election component of Starwood's
$85 per share offer to acquire ITT.
By offering to acquire up to 30% of the ITT shares in cash, Starwood has
allocated almost $3 billion to those ITT shareholders that elect to receive cash
rather than stock. The balanced value of the cash and stock elections in the
Starwood offer give shareholders a real choice over Hilton's coercive tender
offer and should appeal to all constituencies of the ITT shareholders.
Starwood expects that long-term investors will prefer stock in what will be the
largest hotel company in the world that has an industry-leading, proven record
of increases to shareholder value, while short-term investors are expected to
choose the cash alternative. Starwood believes that 30-40% of ITT's shares are
in the hands of short-term investors. ITT shareholders electing cash are likely
to receive over $60 per share in cash, based upon the assumption that 40% of the
shareholders will elect the cash option. Only if 100% of the ITT shareholders
elect cash, ITT shareholders will receive $25.50 per share in cash.
The following table illustrates the cash per share to be received by ITT
shareholders electing to receive cash, based upon the percentage of such
shareholders:
<TABLE>
<CAPTION>
Amount of Amount of Total Value of
Percentage of Cash Stock Cash and Stock
Shareholders Received Received Received
Electing Cash Per Share Per Share* per Share*
- ------------- --------- ---------- --------------
<S> <C> <C> <C>
0-30% $85.00 $ 0.00 $85.00
40% $63.75 $21.25 $85.00
50% $51.00 $34.00 $85.00
60% $42.50 $42.50 $85.00
100% $25.50 $59.50 $85.00
</TABLE>
* Assuming that Starwood stock trades within the "collar" of $53.26 to $61.25
<PAGE> 3
"The Starwood offer provides greater choice for ITT shareholders," said Barry
Sternlicht, Chairman and CEO of Starwood Lodging. For those long-term investors
who see the combination of Starwood and ITT as a platform for growth, the $85
stock election is a superior choice. In comparison, Hilton's coercive offer,
with its reduced back-end value, effectively forces all shareholders to accept
the cash tender option. This restricts the maximum amount of cash payable to ITT
shareholders to $44 per share. There is no choice," he said.
Starwood Lodging Trust is the largest hotel REIT in the United States and
conducts all of its business as general partner of SLT Realty Limited
Partnership. Starwood Lodging 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.
Statements in this press release that are not strictly historical are
"forward-looking" statements under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Although Starwood Lodging believes the
expectations reflected in such forward-looking statements are based on
reasonable assumptions, it can give no assurance that its expectations will be
attained. Forward-looking statements involve known and unknown risks that may
cause Starwood Lodging's actual results to differ materially from expected
results. Factors that could cause results to differ materially from Starwood
Lodging's expectations include, without limitation, completion of the
acquisition described in this press release and future acquisitions, the
availability of capital for acquisitions and for renovations, the ability to
maintain existing franchise, management and representation agreements and to
obtain new ones on current terms. Competition within the lodging industry, the
cyclicality of the real estate business and the hotel business, real estate and
economic conditions and other risks detailed from time to time in Starwood
Lodging's SEC reports including quarterly reports on form 10Q, reports on 8K and
annual reports on form 10K.
###
<PAGE> 4
Starwood Has
Increased Its Offer
to $85.00 Per Share
for ITT
Compare the FACTS:
<TABLE>
<CAPTION>
STARWOOD HILTON
<S> <C>
PREMIUM VALUE
$85 per share: $77 per share (Bear Stearns estimate).
____________________________________________________________________________________________________________________________
MORE SECURITY
Those electing to receive Starwood stock are protected Hilton is offering something called contingent value preferred
by a collar between $53.263 and $61.263. Starwood's shares -- a gimmick remarkably similar to the one that
stock has not closed below the midpoint of this collar virtually destroyed the stock of Blockbuster in the Viacom
despite market turbulence. acquisition. Don't look for certainty here.
____________________________________________________________________________________________________________________________
MORE CASH
Shareholders can elect to receive $85 in cash or $85 in Hilton's coercive tender offer forces shareholders to accept
stock per share, subject to aggregate limitations. $80 in cash or 2 shares of stock with a combined current value
of $63, and a CVR one year from now limited to $12.
____________________________________________________________________________________________________________________________
A BETTER FIT
Starwood offers more than $100 million in specifically Hilton hasn't explained how it will achieve its proposed
identified synergies. cost savings.
The association representing 77% of the Sheraton owners Many Sheraton owners have threatened to terminate their
and franchisees endorses Starwood's offer. affiliation if Hilton acquires ITT.
____________________________________________________________________________________________________________________________
SUPERIOR MANAGEMENT
Starwood has achieved 36% annualized growth in FFO per Hilton recorded 23% annualized growth in EPS from
share per year from 1995-1997*. 1995-1997*.
Since the beginning of 1997, Starwood acquired 40 hotels Since the beginning of 1997, Hilton has acquired only 2 hotels
totaling 11,888 rooms (excluding the Westin transaction). totalling 1,192 rooms.
____________________________________________________________________________________________________________________________
FAST CLOSE
Closing expected before January 31, 1998. Ten months, and still counting.
If delayed, Starwood pays a 7% annualized premium. Hilton pays no penalty for delays.
____________________________________________________________________________________________________________________________
</TABLE>
* Based on Street consensus estimates.
What Starwood is offering --
premium value with greater choice
and more security.
[STARWOOD LODGING TRUST LOGO
STARWOOD LODGING CORPORATION(TM)]
<PAGE> 5
Here's what the investment community
has to say about Starwood's acquisition of ITT.
[Starwood Lodging Corporation Logo]
Since our first offer was put on the table in October, we have had the support
of some of the most influential analysts on Wall Street and political leaders
from Washington. Since our offer they have said:
"The ITT purchase is a very good deal for Starwood...Starwood has proven not
only that it's a savvy buyer, but also that it knows how to operate its
properties. Starwood's earnings growth has been very impressive."
-Jim Sullivan, Prudential Securities
October 27, 1997
"I don't think [Starwood] needs to come out and match the $44 in cash that
Hilton has offered. [Starwood's] stock is better currency, and people will be
more interested in holding it than Hilton's shares."
-Mark Mutkowski, BT Alex Brown
November 5, 1997
"The deal makes sense for Starwood even if the paired-share companies were
ultimately uncoupled. There is no basis to believe Hilton will be successful and
we would take this opportunity to buy...Starwood Lodging."
-Paul Keung, Deutsche Morgan Grenfell
November 4, 1997
"Regarding Starwood's revised offer to acquire ITT and Hilton's competing bid,
we wanted to reiterate our views on Starwood. Simply, Starwood remains one of
our best investment ideas in both our 61-stock REIT universe and our 20-stock
lodging universe."
-David Sherman, Smith Barney
November 7, 1997
"Price Waterhouse has studied the tax status of Starwood Lodging Trust and has
concluded that Starwood's use of the paired-share REIT structure does not reduce
federal tax revenues. Changes to Starwood's grandfathered status are therefore
unlikely to raise any money for the government."
-Bob Shapiro, Price Waterhouse LLP
(former Chief of Staff of the Joint Committee
on Taxation of the U.S. Congress.)
November 7, 1997
2231 East Camelback Road - Suite 400 - Phoenix, Arizona 85016 -
Telephone 602-852-3900
Believe the Facts. Believe Starwood.
<PAGE> 6
Starwood:
A Superior Offer for
ITT Shareholders
Starwood's superior $85 per share offer.
The Starwood offer provides premium value--at $85 per share versus $77--
with greater choice and more security.
Starwood gives you the choice of cash or stock!
Shareholders can elect to receive $85 in cash or $85 in stock per share,
subject to aggregate limitations. If 40% of shareholders prefer cash,
the shareholders electing cash receive in excess of $60 per share
in cash and the balance in stock.(2)
Starwood commits to close January 31, 1998
or we pay interest.
If our closing is unexpectedly delayed, Starwood pays a 7% annualized interest
on the entire $85 per share value.
Starwood provides the security of a "collar."
Those electing to receive Starwood stock are protected by a "collar" between
$53.26 and $61.26. Starwood's stock has not closed below the midpoint of this
"collar," despite market turbulence. Even if Starwood's stock declined 20%,
Starwood's offer would still be superior in value to Hilton's.(1)
Starwood offers the better fit, with
$100 million in identified synergies.
The Association of Sheraton Franchisees (which represents 77% of Sheraton and
Four Points owners in North America) said "We believe that the merger with
Starwood Lodging ... would fulfill both the long and short term objectives
of the Sheraton franchisees. This transaction is also more likely to
increase the value of ITT Corporation. Starwood Lodging has both knowledge
of the high-end market of the hotel industry and experience in operating
quality facilities." November 2, 1997 Press Release.
Starwood is consistent.
Hilton said it wouldn't increase its bid, jeopardize its credit rating or
seek to influence "social policy." [October 20th conference call].
Then it did all three. Hilton may be gone, but Starwood is here to stay.
[Starwood Lodging Trust
Starwood Lodging Corporation(TM) Letterhead)
Starwood's Offer: [Starwood Logo]
Value, Choice and a Great Future Starwood Lodging Trust
Starwood Lodging Corporation
(1) Based on November 10, 1997 closing stock prices for Starwood and Hilton,
and Bear Stearn's estimate of the value of Hilton's offer of approximately $77
per share. (2) Assuming Starwood stock remains within the "collar."
<PAGE> 7
Starwood Lodging
12-Month Price Targets*
NOTED WALL STREET ANALYSTS
BT Alex. Brown.......................Kevin Comer............................$83
Credit Suisse First Boston...........Mark Benson............................$72
Deutsche Morgan Grenfell.............Paul Keung.............................$80
Furman Selz LLC......................Jamie Handwerker.......................$75
Goldman Sachs........................David Kostin...........................$75
Lehman Brothers......................Steve Hash.............................$78
PaineWebber.........................Jonathan Litt..........................$80
Prudential Securities................Jim Sullivan...........................$85
Sands Brothers & Co. ................Brad Cohen.............................$85
Smith Barney.........................David Sherman..........................$75
NOTED BEVERLY HILLS ANALYSTS
Hilton Hotels..........................................................$33.50(1)
All of these analysts are bullish on Starwood...
well, almost all of these analysts.
Whom do you believe?
[Starwood Logo]
Starwood's Offer:
Value, Choice and a Great Future
Starwood Lodging Trust
Starwood Lodging Corporation(TM)
* Current targets after giving effect to the acquisition of ITT.
(1) Steve Bollenbach, November 10, 1997 analysts conference call.
<PAGE> 8
***MEDIA RELEASE***
STARWOOD LODGING DELIVERS NEW SIGNED MERGER
AGREEMENT TO ITT BOARD
NEW AGREEMENT SETS FORTH CURRENT STARWOOD OFFER
FOR IMMEDIATE RELEASE CONTACT: Jeffrey Rosenthal
November 12, 1997 (203) 861-2100 or
Kiki Moore
1-800-SKY-GRAM
Pin# 862-8328
(NEW YORK, NY------)Demonstrating the commitment of Starwood Lodging to its
proposed merger with ITT, Barry S. Sternlicht, Starwood's Chairman and CEO,
signed a new merger agreement based on the Company's $85 per share offer and
will deliver it to the ITT Board of Directors this morning before the ITT
shareholders' meeting scheduled for today.
If signed by ITT today, the new merger agreement will allow the Starwood
Lodging-ITT merger to proceed with a planned closing no later than January 31,
1998. The document expires at midnight tonight if left unsigned by ITT.
The new merger agreement formalizes Starwood's offer, the details of which
Mr. Sternlicht made public last week:
- $85.00 per share offer
- A CHOICE OF CASH OR STOCK: ITT shareholders can elect to receive $85.00
in cash or $85.00 in stock per share, subject to the total amount of cash
to be paid being between 18% and 30% of the total consideration.
- A COMMITMENT TO CLOSE BY JANUARY 31, 1998 or Starwood pays 7 percent
annualized interest, in cash, on the entire $85.00 per share value.
In addition, the new agreement maintains a previous commitment to:
- Provide shareholders with the SECURITY OF A "COLLAR." Those electing to
receive Starwood stock are protected by a "collar" between $53.26 and
$61.26.
The new agreement contains no economic terms that are materially different
from the existing agreement other than those detailed in Starwood's offer of
last Friday, November 7, 1997.
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