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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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 29, 1997
COMMISSION FILE NUMBER: 1-6828
STARWOOD LODGING
TRUST
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction
of incorporation or organization)
52-0901263
(I.R.S. employer identification no.)
2231 EAST CAMELBACK ROAD., SUITE 410
PHOENIX, ARIZONA 85016
(Address of principal executive
offices, including zip code)
(602) 852-3900
(Registrant's telephone number, including area code)
COMMISSION FILE NUMBER: 1-7959
STARWOOD LODGING CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction
of incorporation or organization)
52-1193298
(I.R.S. employer identification no.)
2231 EAST CAMELBACK ROAD, SUITE 400
PHOENIX, ARIZONA 85016
(Address of principal executive
offices, including zip code)
(602) 852-3900
(Registrant's telephone number, including area code)
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This Form 8-K/A amends Item 5 of the Joint Current Report on Form 8-K of
Starwood Lodging Trust and Starwood Lodging Corporation dated October 21, 1997
(the "Form 8-K") so that such Item 5 reads in its entirety as follows:
ITEM 5. OTHER INFORMATION.
On October 19, 1997, ITT Corporation ("ITT") agreed to merge (the "Merger")
with a subsidiary of Starwood Lodging Corporation (the "Corporation"). The terms
of the Merger are set forth in an Agreement and Plan of Merger (the "Merger
Agreement") dated as of October 19, 1997, among the Corporation, Starwood
Lodging Trust (the "Trust"), Chess Acquisition Corp. and ITT. In the Merger,
each share of ITT's common stock, no par value, will be converted into the right
to receive shares of common stock, par value $0.01 per share, of the Corporation
("Common Shares") and shares of beneficial interest, par value $0.01 per share,
of the Trust, subject to certain collar provisions, and $15.00 in cash. As a
result of the Merger, ITT will be wholly owned by the Corporation and the Trust.
Prior to the Merger, the Trust expects to declare a special dividend, in
property other than cash or real property, payable to the then shareholders of
the Trust in an amount not to exceed $1.5 billion, and the Corporation intends
to acquire such property in exchange for newly issued Common Shares.
Because the special property dividend and the acquisition of the property
by the Corporation will not change the combined equity value of the Trust and
the Corporation, or affect the value of the Merger to ITT stockholders, no
adjustment to the ITT stockholders' exchange ratio will be required as a result
of the special dividend.
The Merger is subject to the approval of the shareholders of the
Corporation, the Trust and ITT and other customary conditions.
The foregoing is qualified in its entirety by reference to the text of the
Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Form 8-K and
which is incorporated herein by reference.
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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 hereunto duly authorized.
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STARWOOD LODGING TRUST STARWOOD LODGING CORPORATION
<S> <C>
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
</TABLE>
Date: October 29, 1997
