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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A2
------------------------
[X] JOINT ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
<TABLE>
<S> <C>
COMMISSION FILE NUMBER: 1-6828 COMMISSION FILE NUMBER: 1-7959
STARWOOD LODGING STARWOOD LODGING
TRUST CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
CHARTER) 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.)
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)
</TABLE>
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b)OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- ----------------------------------------------------------------------------------------------------------
<S> <C>
Shares of Beneficial Interest, $0.01 per value, of New York Stock Exchange
Starwood
Lodging Trust ("Trust Shares") paired with
Shares of Common Stock, $0.01 par value, of
Starwood Lodging Corporation ("Corporation Shares")
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT
NONE
Indicate by check mark whether the Registrants (1) have filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of each Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of March 7, 1997, the aggregate market value of the Registrants' voting stock
held by non-affiliates(1) was $1,730,804,119.
As of February 28, 1997 the Registrants had outstanding 42,975,478 Trust Shares
and 42,975,478 Corporation Shares.
- ---------------
(1) For purposes of this Joint Annual Report only, includes all voting shares
other than those held by the Registrants' Trustees or Directors and
Executive Officers.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM
NUMBER
IN FORM
10-K PAGE
- ------- ----
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PART I
1. Business....................................................................... 1
2. Properties..................................................................... 10
3. Legal Proceedings.............................................................. 18
4. Submission of Matters to a Vote of Security Holders............................ 18
PART II
5. Market for Registrants' Common Equity and Related Stockholder Matters.......... 19
6. Selected Financial Data........................................................ 20
Management's Discussion and Analysis of Financial Condition and Results of
7. Operations..................................................................... 22
8. Financial Statements and Supplementary Data.................................... 31
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure..................................................................... 31
PART III
10. Trustees, Directors and Executive Officers of the Registrants.................. 31
11. Executive Compensation......................................................... 37
12. Security Ownership of Certain Beneficial Owners and Management................. 44
13. Certain Relationships and Related Transactions................................. 48
PART IV
Exhibits, Financial Statements, Financial Statement Schedules and Reports on
14. Form 8-K....................................................................... 50
</TABLE>
(i)
<PAGE> 3
This Joint Annual Report of Starwood Lodging Trust (the "Trust") and
Starwood Lodging Corporation (the "Corporation" and, together with the Trust,
"Starwood Lodging" or the "Company") on Form 10-K contains statements which
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements appear in a number of
places in this Report, including, without limitation, Acquisition and
Development Strategy, Operating Strategy, Other Information, and Management's
Discussion and Analysis of Financial Condition and Results of Operations. Such
forward-looking statements include statements regarding the intent, belief or
current expectations of Starwood Lodging, its Trustees, Directors or its
officers with respect to the matters discussed in this Report. Prospective
investors are cautioned that any such forward-looking statements involve risks
and uncertainties, and that actual results may differ materially from those in
the forward-looking statements as a result of various uncertainties and other
factors, including, without limitation, those set forth below.
RISKS RELATING TO INVESTMENTS IN THE COMPANY AND THE HOTEL INDUSTRY
Operating Risks. The properties of the Company are subject to all
operating risks common to the hotel industry. These risks include: changes in
general economic conditions; the level of demand for rooms and related services;
cyclical over-building in the hotel industry; restrictive changes in zoning and
similar land use laws and regulations or in health, safety and environmental
laws, rules and regulations; the inability to secure property and liability
insurance to fully protect against all losses or to obtain such insurance at
reasonable rates; and changes in travel patterns. In addition, the hotel
industry is highly competitive. The properties of the Company compete with other
hotel properties in their geographic markets. However, some of the Company's
competitors may have substantially greater marketing and financial resources
than the Company.
The Company may compete for acquisition opportunities with entities which
have substantially greater financial resources than the Company. These entities
may generally be able to accept more risk than the Company can prudently manage.
Competition may generally reduce the number of suitable investment opportunities
offered to the Company and increase the bargaining power of property owners
seeking to sell. Further, management believes that it will face competition for
acquisition opportunities from entities organized for purposes substantially
similar to the objectives of the Company.
Franchise Agreement Risks. The majority of the Company's hotels are
operated pursuant to existing franchise or license agreements. Franchise
agreements generally contain specific standards for, and restrictions and
limitations on, the operation and maintenance of a hotel property in order to
maintain uniformity in the system created by the franchisor. In addition,
compliance with such standards could require a franchisee to incur significant
expenses or capital expenditures. Certain of the franchise agreements require
the Company to obtain the consent of the franchisor to certain matters,
including certain securities offerings.
Seasonality of Hotel Business. The hotel industry is seasonal in nature.
Generally, hotel revenues are greater in the second and third quarters than in
the first and fourth quarters. As a result, the Trust may be required from time
to time to borrow to provide funds necessary to make quarterly distributions.
Regulation of Gaming Operations. The Company's casino gaming facilities
located in Las Vegas, Nevada, are subject to extensive licensing and regulatory
control by the Nevada Gaming Commission and other Nevada authorities. These
regulatory authorities have broad powers with respect to the licensing of gaming
operations, and may revoke, suspend, condition or limit the gaming approvals and
licenses of the Corporation and its gaming subsidiary, impose substantial fines
and take other actions, any of which could have a material adverse effect on the
Corporation's business and the going concern value of the Trust's hotel/casinos.
Directors, officers and certain key employees of the Corporation and its gaming
subsidiary are subject to licensing or suitability determinations by the Nevada
Gaming Commission and local gaming authorities. If the Nevada Gaming Commission
were to find a person occupying any such position unsuitable, the Corporation
would be required to sever its relationship with that person.
REAL ESTATE INVESTMENT RISKS
General Risks. Real property investments are subject to varying degrees of
risk. The investment returns available from equity investments in real estate
depend in large part on the amount of income earned and
(ii)
<PAGE> 4
capital appreciation generated by the related properties as well as the expenses
incurred. If the properties of the Company do not generate revenue sufficient to
meet operating expenses, including debt service and capital expenditures, the
income of the Company and its ability to make distributions to its shareholders
will be adversely affected. In addition, income from properties and real estate
values are also affected by a variety of other factors, such as governmental
regulations and applicable laws (including real estate, zoning and tax laws),
interest rate levels and the availability of financing. In addition, equity real
estate investments, such as the investments held by the Company and any
additional properties that may be acquired by the Company, are relatively
illiquid.
Possible Liability Relating to Environmental Matters. Under various
federal, state and local environmental laws, ordinances and regulations, a
current or previous owner or operator of real property may become liable for the
costs of removal or remediation of hazardous or toxic substances on, under or in
such property. Such laws often impose liability without regard to whether the
owner or operator knew of, or was responsible for, the presence of such
hazardous or toxic substances. The presence of hazardous or toxic substances, or
the failure properly to remediate such substances when present, may adversely
affect the owner's ability to sell or rent such real property or to borrow using
such real property as collateral. Persons who arrange for the disposal or
treatment of hazardous or toxic wastes may be liable for the costs of removal or
remediation of such wastes at the disposal or treatment facility, regardless of
whether such facility is owned or operated by such person. Other federal, state
and local laws, ordinances and regulations require abatement or removal of
certain asbestos-containing materials in the event of demolition or certain
renovations or remodeling and govern emissions of and exposure to asbestos
fibers in the air. The operation and subsequent removal of certain underground
storage tanks also are regulated by federal and state laws. Future remediation
costs are not expected to have a material adverse effect on the Company's
results of operations or financial position and compliance with environmental
laws has not had and is not expected to have a material effect on the capital
expenditures, earnings or competitive position of the Company.
RISKS OF DEBT FINANCING
As a result of incurring debt, the Company is subject to the risks normally
associated with debt financing, including the risk that cash flow from
operations will be insufficient to meet required payments of principal and
interest. A majority of the hotels are mortgaged to secure payment of certain of
this indebtedness, and if the mortgage payments cannot be made, a loss could be
sustained as a result of a foreclosure by the mortgagee.
The Company currently maintains floating rate indebtedness, and may utilize
floating rate financing in future transactions. Increases in these interest
rates could adversely affect the Company's results from operations and adversely
impact its ability to meet its debt service.
The Company is obligated to repay certain of this indebtedness in the near
future when it matures. Although the Company anticipates that it will be able to
repay or refinance such indebtedness and any other indebtedness, there can be no
assurance that it will be able to do so or that the terms of such refinancings
will be favorable to the Company.
(iii)
<PAGE> 5
PART I
ITEM 1. BUSINESS.
Starwood Lodging Trust, formerly Hotel Investors Trust, was organized in
1969 as a Maryland real estate investment trust, and has invested in fee, ground
leasehold and mortgage loan interests in hotel properties located throughout the
United States.
In order for the Trust to qualify for favorable tax status as a real estate
investment trust ("REIT") under the Internal Revenue Code of 1986 (the "Code"),
the Trust leases its properties to third-party operators. In 1980, Starwood
Lodging Corporation, formerly Hotel Investors Corporation, was organized as a
Maryland corporation and has leased hotel properties from the Trust since that
date.
Unless the context otherwise requires, all references herein to "Starwood
Lodging" or the "Company" refer to the Trust and the Corporation, and all
references to the "Trust" and to the "Corporation" include the Trust and the
Corporation, respectively, and those entities respectively owned or controlled
by the Trust or the Corporation, including the Realty Partnership (defined
below) and the Operating Partnership (defined below).
Since 1980, the shares of beneficial interest of the Trust ("Trust Shares")
and the shares of common stock of the Corporation ("Corporation Shares") have
been "paired" on a one-for-one basis and may only be held or transferred in
units consisting of one Trust Share and one Corporation Share ("Paired Shares").
The Code has prohibited the "pairing" of shares between a REIT and a management
company since 1983. This rule does not apply to the Trust because its Paired
Share structure has existed since 1980.
At December 31, 1996, Starwood Lodging owned equity interests in 62 hotel
properties and owned mortgage interests in another 14 hotel properties. At such
date, of the 62 hotels in which Starwood Lodging owned an equity interest, seven
hotels were being managed by third-party operators including four hotels being
managed pursuant to leases to third-party operators. For information as to such
interests and properties, see Item 2 of this Joint Annual Report.
At March 10, 1997 (the "date of this Joint Annual Report"), Starwood
Lodging owned equity or mortgage interests in, or managed for third-party
owners, a total of 98 hotels containing over 26,000 rooms located in 27 states
and the District of Columbia.
ACQUISITION AND DEVELOPMENT STRATEGY
Starwood Lodging intends to continue to expand and diversify its hotel
portfolio through the acquisition of primarily upscale hotels in major
metropolitan areas. Starwood Lodging believes that hotels in this segment can be
purchased at prices below replacement cost and offer better potential for cash
flow growth than hotels in other market segments. Starwood Lodging generally
seeks investments in hotels where management believes that profits can be
increased by the introduction of more professional and efficient management
techniques, a change of franchise affiliation or the injection of capital for
renovating, repositioning or expanding a property. Properties are targeted
throughout the United States, but Starwood Lodging generally focuses on markets
with favorable demographic trends, significant barriers to entry or major room
demand generators such as office or retail complexes, airports, tourist
attractions, or universities.
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<PAGE> 6
Consistent with this strategy, Starwood Lodging acquired equity interests
in the following 30 hotels during 1996 (the "1996 Properties"):
<TABLE>
<CAPTION>
DATE
OF PURCHASE PRICE
HOTEL(1) LOCATION PURCHASE (000'S) ROOMS
- ----------------------------------------------- ---------------------- -------- -------------- ------
<S> <C> <C> <C> <C>
Westin Hotel................................... Washington, DC 1/04/96 $ 33,000 263
Boston Park Plaza.............................. Boston, MA 1/24/96 96,478(2)(3) 960
Midland Hotel.................................. Chicago, IL 3/22/96 21,000 257
Clarion Hotel, San Francisco Airport........... Milbrae, CA 4/25/96 30,000 442
Doubletree DFW Airport......................... Irving, TX 4/26/96 28,568 308
Doubletree Cypress Creek....................... Ft. Lauderdale, FL 4/26/96 23,220 254
Westin Hotel................................... Tampa, FL 4/26/96 21,462 260
Doubletree Guest Suites........................ Philadelphia, PA 6/03/96 18,230 251
Days Inn....................................... Philadelphia, PA 7/01/96 3,570 177
The Institutional Portfolio consisting of:
Ritz Carlton................................... Philadelphia, PA 8/12/96 290
Ritz Carlton................................... Kansas City, MO 8/12/96 373
Westin Hotel................................... Waltham, MA 8/12/96 347
Westin LAX..................................... Los Angeles, CA 8/12/96 739
Westin Horton Plaza............................ San Diego, CA 8/12/96 450
Westin Hotel Concourse......................... Atlanta, GA 8/12/96 370
Doubletree Grand at Mall of America............ Bloomington, MN 8/12/96 321
The Wyndham Hotel.............................. Ft. Lauderdale, FL 8/12/96 251
-------- -----
315,000 3,141
Hotels of Distinction Portfolio consisting of:
The Hotel Park Tucson.......................... Tucson, AZ 8/16/96 215
Embassy Suites................................. Palm Desert, CA 8/16/96 198
The Marque of Atlanta.......................... Atlanta, GA 8/16/96 275
Arlington Park Hilton.......................... Arlington Heights, IL 8/16/96 422
Sheraton Needham............................... Needham, MA 8/16/96 247
Embassy Suites................................. St. Louis, MO 8/16/96 297
Radisson Marque................................ Winston-Salem, NC 8/16/96 293
Allentown Hilton............................... Allentown, PA 8/16/96 224
Sheraton Minneapolis Metrodome................. Minneapolis, MN 9/05/96 254
-------- -----
135,000 2,425
Marriott Forrestal Village..................... Princeton, NJ 8/29/96 19,600 294
Doral Court.................................... New York, NY 9/19/96 21,028 199
Doral Tuscany.................................. New York, NY 9/19/96 12,888 121
Westwood Marquis............................... Los Angeles, CA 12/31/96 35,000(4) 257
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$814,044 9,609
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(1) Starwood Lodging acquired a 100% equity interest in each of these properties
except for the Boston Park Plaza and the Westwood Marquis (see footnotes (2)
and (4) below).
(2) Represents 100% interest. Starwood Lodging acquired a 58.2% interest in a
joint venture that acquired the property.
(3) Includes $14 million allocated to the purchase price of the office building
portion of the hotel property.
(4) Represents 100% interest. Starwood Lodging acquired a 93.5% interest in a
joint venture that acquired the property.
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In addition, as of March 10, 1997, Starwood Lodging had acquired equity
interests in 1997 in the following 13 hotels containing approximately 4,100
rooms (the "1997 Properties"):
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<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1996
DATE PURCHASE ---------------------------
OF PRICE YEAR ADR OCCUPANCY REVPAR
HOTEL(1) LOCATION PURCHASE (000'S) ROOMS OPENED ($) (%) ($)
- ------------------------ -------------------- -------- -------- ----- ----- ------ --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Deerfield Beach
Hilton................ Deerfield Beach, FL 1/08/97 $ 11,500 220 1985 82.79 66.6 55.17
Radisson Denver South... Denver, CO 1/17/97 21,750 263 1986 78.69 74.1 58.31
The HEI Portfolio of owned hotels consisting
of:
The Sheraton Hotel...... Long Beach, CA 2/14/97 460 1988 85.61 63.0 53.91
Omni Waterside Hotel.... Norfolk, VA 2/14/97 446 1976 81.93 63.5 52.02
BWI Airport Marriott.... Baltimore, MD 2/14/97 310 1988 101.59 77.1 78.35
Crown Plaza Edison...... Edison, NJ 2/14/97 274 1987 77.87 69.9 54.46
Courtyard by Marriott
Crystal City.......... Arlington, VA 2/14/97 272 1990 102.00 68.6 69.97
Charleston Hilton....... Charleston, SC 2/14/97 296 1983 78.89 59.6 47.02
Park Ridge Hotel........ King of Prussia, PA 2/14/97 265 1973 94.68 70.0 66.31
Sonoma County Hilton.... Santa Rosa, CA 2/14/97 245 1984 73.96 71.8 53.07
Novi Hilton............. Novi, MI 2/14/97 239 1985 88.98 70.3 62.56
Embassy Suites.......... Atlanta, GA 2/14/97 233 1989 100.74 70.0 77.50
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312,000 3,040
Days Inn Chicago........ Chicago, IL 2/21/97 48,000 578 1965 85.60 77.9 66.64
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$393,250 4,101
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(1) Starwood Lodging acquired a 100% equity interest in each of these
properties.
On February 14, 1997, in addition to the acquisition of the ten hotels
referred to above as the HEI Portfolio of owned hotels (together, the "HEI
Portfolio") from PRISA II, an institutional real estate investment fund managed
by Prudential Real Estate Investors, and HEI Hotels LLC ("HEI"), a Westport,
Connecticut based hotel operating company, the Company also completed the
acquisition of the management company, HEI ($15 million). The Company paid $112
million in cash and notes and the remainder in limited partnership interests in
the Realty Partnership and the Operating Partnership exchangeable for 6.548
million Paired Shares of the Trust and Corporation (an approximate value of $215
million). The HEI Portfolio also included contracts to manage the following nine
hotels:
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HOTEL LOCATION ROOMS
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<S> <C> <C>
Sheraton Gateway Houston Airport................................ Houston, TX 418
Ontario Airport Hilton.......................................... Ontario, CA 309
Grand Junction Hilton........................................... Grand Junction, CO 264
Danbury Hilton & Towers......................................... Danbury, CT 242
Residence Inn By Marriott....................................... Princeton, NJ 208
Long Island Sheraton Hotel...................................... Smithtown, NY 211
Wilmington Hilton Hotel......................................... Wilmington, DE 193
Ramada Hotel Bethesda........................................... Bethesda, MD 160
The Pavillion Hotel............................................. Virginia Beach, VA 292
-----
2,297
=====
</TABLE>
Also, as a part of its acquisition strategy Starwood Lodging intends to
continue to acquire debt interests in hotels at discounts to their face amounts
with the intention of acquiring the hotel.
In line with this strategy, in 1996 Starwood Lodging acquired debt
interests in the 305-room Holiday Inn in Milpitas, California, for $17.0 million
and the 480-room Sheraton in Stamford, Connecticut, for $10.25 million. Also in
1996, equity interests were acquired by the Company in the Westin in Washington,
D.C., and the Doubletree Guest Suites and Days Inn, both in Philadelphia,
Pennsylvania, which combined with debt interests previously acquired by the
Company provided the Company with full equity ownership of each hotel.
3
<PAGE> 8
Starwood Lodging also intends to develop, on a limited basis, new hotels,
either through new construction or conversion of office buildings, in certain
underserved markets. In this respect, in November 1996, the Trust paid $7.0
million to acquire a site in downtown Seattle, Washington, which has
entitlements for construction of a 410-room hotel. The Trust expects to begin
construction on this hotel in mid-1997.
Starwood Lodging is evaluating numerous other hotel properties for
acquisition and, as of the date of this Joint Annual Report has entered into
agreements to purchase and has made offers on 20 properties in the aggregate
amount of approximately half a billion dollars, all of which are subject to the
satisfaction of a number of conditions prior to closing. Starwood Lodging
intends to finance the acquisition of these or other hotel properties through
cash flow from operations, through borrowings under new or existing credit
facilities and, when market conditions warrant, through the issuance of debt or
equity securities.
As part of its continuous evaluation of its portfolio and efforts to
redeploy capital in high growth assets, the Company has identified certain
properties for sale. These properties include the Company's gaming assets and
other hotels primarily in market segments that the Company believes have limited
growth potential. In 1996, the Company sold the Best Western Columbus North in
Columbus, Ohio, for approximately $3.1 million; the Bourbon Street Hotel &
Casino ("Bourbon Street") in Las Vegas, Nevada, for $7.6 million; and the real
property of the King 8 Hotel, Gambling Hall and Truck Plaza (the "King 8") in
Las Vegas, Nevada, for approximately $18.8 million. The Corporation has entered
into an agreement to sell the personal property relating to the King 8 for $3
million and expects the closing to occur in the next 18 months following receipt
by the purchaser of required gaming approvals. The Company is currently engaged
in efforts to sell the Radisson Marque in Winston-Salem, North Carolina, and the
Best Western hotels in Savannah, Georgia; El Paso, Texas; Las Cruces, New
Mexico; and Albuquerque, New Mexico.
OPERATING STRATEGY
The Trust and the Corporation intend that the Operating Partnership lease
and operate hotels owned or acquired by the Realty Partnership thereby retaining
for shareholders the economic benefits otherwise captured by third-party
operators. During 1996, the Operating Partnership assumed management of 29
hotels, including 27 of the 30 hotels acquired in 1996 and, as of the date of
this Joint Annual Report, had assumed management in 1997 of an additional 22
hotels including all 13 hotels acquired in 1997 together with 9 other hotels
owned by third parties.
In 1996, the Corporation significantly expanded its operational
capabilities with the hiring of key executives and other corporate staff in the
areas of operations, sales, revenue management, food and beverage, human
resources, finance, accounting, tax, MIS and capital project management.
The Corporation intends to continue to reposition hotels in order to
increase cash flows and asset values by changing or initiating franchise
affiliations and implementing renovations, expansions and upgrades of hotel
facilities. In 1996, the Corporation entered into new franchise affiliations
with respect to seven hotels, of which six were acquired in 1996, including five
hotels converted to Westin, one converted to Wyndham and one converted to
Doubletree Guest Suites. In January 1997 the Dallas Park Central was converted
to a Radisson hotel.
The Corporation also intends to manage hotels on behalf of third-party
owners, thereby capitalizing on the enhanced operational management
infrastructure of the Corporation. The Company believes that third-party
management contracts could provide the Company with an additional source of
earnings as well as a source of potential acquisitions including minority equity
investments in hotel properties.
1995 REORGANIZATION
On January 31, 1995 (the "Reorganization Date"), the Trust and the
Corporation consummated a reorganization (the "Reorganization") with a
predecessor of Starwood Capital Group, L.L.C. ("Starwood Capital"), and certain
affiliates of Starwood Capital (the "Starwood Partners") effective January 1,
1995.
The Reorganization involved a number of related transactions that occurred
simultaneously on the Reorganization Date. Such transactions included (i) the
contribution by the Trust to SLT Realty Limited Partnership (the "Realty
Partnership"), a newly formed Delaware limited partnership, of substantially all
of the properties and assets of the Trust, subject to substantially all of the
liabilities of the Trust (including senior
4
<PAGE> 9
debt of the Trust (the "Senior Debt")), in exchange for an approximate 28.3%
interest as a general partner in the Realty Partnership, (ii) the contribution
by the Starwood Partners to the Realty Partnership of approximately $12.6
million in cash and certain hotel properties and first mortgage notes, in
exchange for limited partnership units representing the remaining approximate
71.7% interest in the Realty Partnership, (iii) the contribution by the
Corporation and its subsidiaries to SLC Operating Limited Partnership (the
"Operating Partnership" and together with the Realty Partnership, the
"Partnerships"), a newly formed Delaware limited partnership, of substantially
all of their properties and operating assets (except for their gaming assets),
subject to substantially all of their liabilities, in exchange for an
approximate 28.3% interest as a general partner in the Operating Partnership,
and (iv) the contribution by the Starwood Partners to the Operating Partnership
of approximately $1.4 million in cash and fixtures, furnishings and equipment of
certain hotel properties, in exchange for limited partnership units representing
the remaining approximate 71.7% interest in the Operating Partnership. On March
24, 1995, a Starwood Partner exchanged $12 million of Senior Debt for additional
limited partnership units of the Realty Partnership and the Operating
Partnership resulting in the Starwood Partners owning approximately 74.6% of
each of the Partnerships.
STRUCTURE
As of the date of this Joint Annual Report, the structure of Starwood
Lodging is as follows:
[HOLDERS OF PAIRED SHARES CHART]
The limited partnership units of the Realty Partnership and the Operating
Partnership held by the limited partners are (subject to the ownership
limitation provisions of the Trust and the Corporation) exchangeable for, at the
option of the Trust and the Corporation, either cash, Paired Shares representing
up to approximately 22.8% of the Paired Shares after such exchange, or a
combination of cash and such Paired Shares. The ownership limitation provisions
of Starwood Lodging are designed to preserve the status of the Trust as a REIT
for tax purposes by providing in general that no shareholder may own, directly
or indirectly, more than 8% of the outstanding Paired Shares.
5
<PAGE> 10
Since the Reorganization, the Trust has conducted substantially all of its
business and operations through the Realty Partnership. As of December 31, 1996,
the Realty Partnership held fee interests, ground leaseholds and mortgage loan
interests in 76 hotel properties containing over 19,000 rooms located in 24
states throughout the United States and the District of Columbia. The Trust
controls the Realty Partnership as the sole general partner of the Realty
Partnership.
Since the Reorganization, the Corporation (together with its wholly-owned
subsidiaries) has conducted substantially all of its business and operations
(other than its gaming operations) through the Operating Partnership. As of
December 31, 1996, the Operating Partnership leased from the Realty Partnership
all but four of the 59 hotel properties owned in fee or held pursuant to
long-term leases by the Realty Partnership. In addition, the Operating
Partnership owns the Milwaukee Marriott hotel, the Midland Hotel, both subject
to mortgages to the Trust, and the Radisson Marque Hotel which is currently held
for sale.
GAMING APPROVALS
Upon receipt of certain Nevada gaming regulatory approvals, the Corporation
will control the Operating Partnership as its managing general partner. Prior to
the receipt of such approvals, the Operating Partnership is being managed by a
management committee, the members of which are identical to the members of the
Board of Directors of the Corporation that will hold office upon receipt of
Nevada gaming regulatory approvals (see Item 10 of this Joint Annual Report).
The gaming operations (which, as of the date of this Joint Annual Report,
consist of one hotel/casino located in Las Vegas, Nevada) are being operated
through Hotel Investors Corporation of Nevada ("HICN"), a wholly-owned
subsidiary of the Corporation. Upon receipt of such approvals (or such time as
such approvals are no longer required), HICN will become a wholly-owned
subsidiary of the Operating Partnership. The real property of the Company's
hotel/casino has been sold and the sale of the personal property and gaming
assets will close once the buyer or its designee has received Nevada gaming
regulatory approval. Pending receipt of such approvals, which are expected by
the end of 1997, the Corporation is operating the hotel/casino pursuant to a
lease from the buyer.
1996 OFFERINGS
APRIL 1996 OFFERING
The Company completed a public offering of 3,000,000 Paired Shares (after
giving effect to the three-for-two stock split in January 1997) in April 1996
(the "April 1996 Offering"). Net proceeds from the April 1996 Offering of
approximately $62.4 million were used, in part, to fund the acquisition of the
442-room Clarion Hotel located at the San Francisco Airport (acquired on April
24, 1996) and three Doubletree Guest Suite hotels located in Irving, Texas; Ft.
Lauderdale, Florida; and Tampa, Florida (now a Westin) (all three properties
were acquired on April 26, 1996).
AUGUST 1996 OFFERING
In August 1996, the Company completed a public offering of 15,000,000
Paired Shares (after giving effect to the three-for-two stock split in January
1997) and on August 23, 1996, the underwriter exercised its over-allotment
option to purchase 1.2 million Paired Shares (after giving effect to the
three-for-two stock split in January 1997) (together, the "August 1996 Offering"
and, with the April 1996 Offering, the "1996 Offerings"). Net proceeds from the
August 1996 Offering of approximately $367.2 million were used to fund the
acquisition of a portfolio of 8 hotels owned by an institution (the
"Institutional Portfolio") and partially fund the acquisition of a portfolio of
9 hotels owned by Hotels of Distinction Ventures, Inc. (the "HOD Portfolio").
LINES OF CREDIT AND MORTGAGES
At December 31, 1996, the Company had two loan facilities and a term loan
with Lehman Brothers, Inc., and certain of its affiliates ("Lehman Brothers")
and a loan facility with Goldman Sachs (together, the "Lines of Credit").
6
<PAGE> 11
MORTGAGE FACILITY
In October 1995, the Company amended its Mortgage Loan Funding Facility
Agreement, dated July 25, 1995 (the "Mortgage Facility"), with Lehman Brothers
to increase the amount available under this facility to $70.6 million. The
Mortgage Facility is recourse to the Realty Partnership, is secured by certain
mortgage loans owned by the Realty Partnership, bore interest at a rate equal to
1.5% plus the one-month LIBOR for the first 12 months, and bears interest at a
rate of 1.75% plus the one-month LIBOR thereafter. In August 1996, the maturity
date for the Mortgage Facility was extended to July 1997. As of December 31,
1996, the Company had borrowed $70.6 million under the Mortgage Facility.
ACQUISITION FACILITY
In October 1995, the Company entered into a three-year, $135 million
secured revolving credit facility (the "Acquisition Facility") with Lehman
Brothers. In August 1996, a portion of the Acquisition Facility was syndicated
amongst a number of banks, whereupon First National Bank of Boston became the
lead agent bank. The Acquisition Facility is recourse to the Realty Partnership,
is secured by certain properties of the Company and may be secured by other
properties acquired by the Company, all on a cross-collateralized basis within
various pools. Amounts drawn under the Acquisition Facility bear interest at a
rate equal to 1.625% plus the one, two or three-month LIBOR at the Company's
option. The Acquisition Facility matures in October 1998. As of December 31,
1996, the Company had borrowed $117.8 million under the Acquisition Facility.
BPP MORTGAGE
In March 1996, the joint venture in which the Company holds a 58.2%
interest, refinanced a mortgage secured by the Boston Park Plaza with a new
non-recourse mortgage in the amount of $25 million with the Life Insurance
Company of Georgia at an interest rate of 8.4% due July, 2003 (the "BPP
Mortgage"). As of December 31, 1996, the balance outstanding under the BPP
Mortgage was $25 million.
TERM LOAN
In March 1996, the Company entered into a $24 million one year non-recourse
secured term loan (the "Term Loan") with Lehman Brothers. In April 1996, the
Company amended the Term Loan to increase the amount available under this
facility to $94 million. The Term Loan is secured by certain properties of the
Company and bears interest at a rate equal to the one, two or three-month LIBOR,
at the Company's option, plus (a) 1.95% for the first $24 million drawn, and (b)
1.75% for the remaining balance drawn. The Term Loan matures in April 1997. As
of December 31, 1996, the Company had borrowed $94 million under the Term Loan.
GOLDMAN FACILITY
In August 1996, the Company entered into a loan facility with an affiliate
of Goldman Sachs for a one-year (extendible to 18 months) loan of up to $300
million to fund a portion of the acquisition cost of the Institutional Portfolio
and the HOD Portfolio (the "Goldman Facility"). The Goldman Facility is recourse
to the Realty Partnership, bears interest at one-month LIBOR plus 1.75% (an
extendible six month period bears interest at one-month LIBOR plus 2.75%) and is
secured by interests in the Institutional Portfolio and the HOD Portfolio. As of
December 31, 1996, the Company had borrowed $140 million under the Goldman
Facility.
DORAL MORTGAGE
In September, 1996, upon acquisition of the Doral Court and Doral Tuscany
in New York, the Company assumed liability under and amended the terms of a
mortgage with The Sumitomo Trust and Banking Co., Ltd. (the "Doral Mortgage").
As amended, the Doral Mortgage is recourse to the Realty Partnership, bears
interest at a rate of 7.64% and is due September 2001. As of December 31, 1996,
the balance outstanding under the Doral Mortgage was $27.4 million.
7
<PAGE> 12
TREASURY LOCKS
In January 1996, the Company entered into two interest-rate-hedging
agreements (the "January Treasury Locks"), which had the effect of fixing the
base rate of interest at 5.70% for debt the Company intended to issue in October
1996 with an aggregate notional principal amount of $100 million and a term to
maturity of seven years. The Company has extended the settlement date to March
31, 1997, and the base rate increased to 5.86%. The actual interest rate on debt
the Company intends to issue will be determined by reference to this base rate.
At settlement, the Trust will pay or receive an amount which will be
capitalized and amortized over the term of the related debt of seven years. Such
amount is not anticipated to have a material effect on the Trust's liquidity or
operating results. If the Trust did not issue any such debt, such amount would
still be payable or receivable and would be treated as a loss or gain,
accordingly. Such a gain or loss could have a material effect on the Trust's
results from operations; however, due to management's current intention to issue
$100 million of debt in 1997, with a term to maturity of seven years, no such
gain or loss is anticipated. If the January Treasury Locks had been settled on
December 31, 1996, the Trust would have received $2.5 million.
In August 1996, the Company entered into another interest rate hedging
agreement (the "August Treasury Lock"), which has the effect of fixing the base
rate of interest at 6.67% for debt the Company had intended to issue in March
1997, with an aggregate notional principal amount of $150 million and a term to
maturity of ten years. The Company, due to other financing circumstances, has
decided to postpone the issuance of the ten year, $150 million debt to June 30,
1997. Accordingly, the Company plans to extend the settlement date in respect of
the August Treasury Lock. The actual interest rate of debt to be issued at that
time will be determined by reference to the base rate determined at the time of
extension of the settlement date.
At settlement, the Company will pay or receive an amount which will be
capitalized and amortized over the term of the related debt of ten years. Such
amount is not anticipated to have a material effect on the Company's liquidity
or operating results. If the Company did not issue any such debt, such amount
would still be payable or receivable and would be treated as a loss or gain,
accordingly. Such a gain or loss could have a material effect on the Company's
results from operations; however due to Management's current intention to issue
$150 million of debt with a term to maturity of ten years, no such gain or loss
is anticipated. If the August Treasury Lock had been settled on December 31,
1996, the Trust would have paid $2.96 million.
PRUDENTIAL LOAN
On February 14, 1997, in connection with the acquisition of the HEI
Portfolio, the Company entered into a short term loan with The Prudential
Insurance Company of America in the principal amount of $97.5 million (the
"Prudential Loan") in order to partially fund the acquisition of the HEI
Portfolio. As of the date of this Joint Annual Report, the Company had borrowed
$72.0 million under the Prudential Loan, which bears interest at a rate of 7.0%
and is due April 15, 1997. The Company may elect to extend the maturity date to
May 14, 1997. Presently, the Company intends to make the election to extend the
maturity date.
TAX EXEMPT BONDS
On February 20, 1997, the Company issued bonds in the principal amount of
$39.5 million due October, 2013 (the "Tax Exempt Bonds"). The Tax Exempt Bonds
bear interest at a rate of 6.5% with no principal amortization, were issued at a
discount to yield 6.7% and are secured by two hotels of the Company located at
the Philadelphia International Airport. Net proceeds from the Tax Exempt Bonds
of approximately $37.6 million were used to partially fund the acquisition of
the 578-room Days Inn in Chicago, Illinois.
TAX STATUS OF THE TRUST
The Trust elected to be taxed as a REIT, commencing with its taxable year
ended December 31, 1995. The Trust expects to also make this election for the
year ended December 31, 1996, when it files its tax return for such period,
which is due no later than September 15, 1997. The Trust was taxed as a REIT
beginning in 1969 through and including its taxable year ended December 31,
1990. During 1994, the Trust discovered that
8
<PAGE> 13
it may not have qualified as a REIT in 1991 through 1994, due to its failure to
comply with certain procedural requirements of the Code. The Trust requested and
received a letter from the Internal Revenue Service providing that the Trust's
election to be taxed as a REIT terminated beginning with the Trust's taxable
year ended December 31, 1991, and permitting the Trust to re-elect to be taxed
as a REIT commencing with its taxable year ended December 31, 1995. Because the
Trust had net losses for tax purposes for its 1991 through 1994 taxable years,
the Trust does not owe any Federal income tax for such years.
OTHER INFORMATION
SEASONALITY AND COMPETITION.
The hotel industry is seasonal in nature. Generally, hotel revenues are
greater in the second and third quarters than in the first and fourth quarters
due to generally decreased travel during winter months.
Competition in the hotel industry is vigorous and is generally based on
quality and consistency of service, attractiveness of facilities and locations,
availability of a global distribution system, price and other factors.
Management believes that the Company competes favorably in these areas. The
properties of the Company compete with other hotel properties in their
geographic markets. The principle competitors of the Company include other hotel
REITs, hotel operating companies and national hotel brands. Many of the
Company's competitors may have substantially greater marketing and financial
resources than the Company.
The Company may compete for acquisition opportunities with entities which
have greater financial resources than the Company or which may accept more risk
than the Company. Competition may generally reduce the number of suitable
investment opportunities and increase the bargaining power of property owners
seeking to sell. Further, management of the Company believes that it will face
competition for acquisition opportunities from entities organized for purposes
substantially similar to the objectives of the Trust or the Company.
ENVIRONMENTAL MATTERS.
None of the Trust, the Corporation, the Realty Partnership or the Operating
Partnership has been identified by the United States Environmental Protection
Agency or any similar state agency as a responsible or potentially responsible
party for, nor have they been the subject of any governmental proceeding with
respect to, any hazardous waste contamination. If the Trust, the Corporation,
the Realty Partnership or the Operating Partnership were to be identified as a
responsible party, they would in most circumstances be strictly liable, jointly
and severally with other responsible parties, for environmental investigation
and clean-up costs incurred by the government and, to a more limited extent, by
private persons.
Since January 1, 1995, preliminary or "Phase I" environmental site
assessments have been prepared with respect to each of the Company's 62 fee
interest and ground leasehold properties owned as of December 31, 1996. The
results of the Phase I assessments and subsequent "Phase II" assessments
performed at six of the properties has led to an assessment by the Company and
its outside consultants that the Company's overall potential for environmental
impairment is low.
Based upon the environmental reports described above, the Company believes
that a substantial number of its hotels incorporate potentially
asbestos-containing materials. Under applicable current Federal, state and local
laws, asbestos need not be removed from or encapsulated in a hotel unless and
until the hotel is renovated or remodeled. The Company has asbestos operation
and maintenance plans for each property testing positive for asbestos.
Based upon the above-described environmental reports and testing, future
remediation costs are not expected to have a material adverse effect on the
results of operations, financial position or cash flows of the Trust or the
Corporation and compliance with environmental laws has not had and is not
expected to have a material effect on the capital expenditures, earnings or
competitive position of the Trust or the Corporation.
REGULATION AND LICENSING.
The ownership and operation of the casino gaming facilities of the
Corporation in Nevada are subject to extensive licensing and regulatory control
by the Nevada Gaming Commission, the Nevada State Gaming
9
<PAGE> 14
Control Board and the Clark County Liquor and Gaming Licensing Board. See Item
2, "Regulation and Licensing" of this Joint Annual Report.
EMPLOYEES.
As of December 31, 1996, the Trust had three employees and the Corporation
had approximately 8,900 employees.
The Trust's executive offices are located at 2231 East Camelback Road,
Suite 410, Phoenix, Arizona 85016 (telephone (602) 852-3900) and the
Corporation's executive offices are located at 2231 East Camelback Road, Suite
400, Phoenix, Arizona 85016 (telephone (602) 852-3900).
Financial information with respect to the two segments of the hospitality
industry (hotels and gaming) in which the Corporation operates is included in
Note 16 of the Notes to Financial Statements included in Item 8 of this Joint
Annual Report.
ITEM 2. PROPERTIES.
At December 31, 1996, the Company owned, operated and managed a
geographically diverse portfolio of hotel assets, including fee, ground lease
and first mortgage interests in 76 hotel properties, comprising approximately
20,000 rooms located in 24 states and the District of Columbia. Sixty of such
hotels are operated under licensing, membership, franchise or management
agreements or leases with national hotel organizations, including Ritz
Carlton(R), Westin(R), Marriott(R), Hilton(R), Sheraton(R), Omni(R),
Doubletree(R), Embassy Suites(R), Harvey(R), Radisson(R), Clarion(R), Holiday
Inn(R), Residence Inn(R), Days Inn(R), Best Western(R) and Vagabond Inn(R).
EQUITY INVESTMENTS.
As of December 31, 1996, the Company had equity investments in 62
properties containing a total of over 16,200 guest rooms. All but three of the
properties are owned by the Trust. Of these three properties, the Operating
Partnership owns the Milwaukee Marriott hotel and the Midland Hotel, both
subject to mortgages to the Trust, and the Radisson Marque Hotel which is
currently held for sale. Of the 59 hotels owned by the Trust, all but five are
leased to the Corporation or its subsidiaries pursuant to leases between the
Trust and the Corporation (the "Intercompany Leases").
Each of the Intercompany Leases provides for the lessee's payment of annual
minimum rent in a specified amount plus additional rent based on a percentage of
the gross revenues (or items thereof) of the leased property. The Intercompany
Leases have an average remaining term of three years. The Intercompany Leases
are "triple-net" -- i.e., the lessee is generally responsible for paying all
operating expenses of the hotel property, including maintenance and repair
costs, insurance premiums and real estate and personal property taxes, and for
making all rental and other payments required pursuant to any underlying ground
leases. As lessee, the Operating Partnership retains all of the profits, net of
rents and other expenses, and bears all risk of losses, generated by the hotel
property's operations.
In addition to the Intercompany Leases, three Vagabond Inns (the "Vagabond
Inns") are leased by the Trust to a third-party pursuant to ground leases which
expire in 2001, 2007 and 2008, respectively. The remaining two properties, the
Doral Inn and the Marriott Forrestal Village are leased to third parties and
such leases expire in 2005 and 2007, respectively. In respect of the Doral Inn,
the Trust owns the land and holds a leasehold mortgage on the building and
personal property and the Operating Partnership operates the hotel pursuant to a
sublease. In respect of the Marriott Forrestal Village, the Trust can terminate
the lease beginning in 1999 for a stipulated fee.
The following table sets forth the 1996, 1995, and 1994 average occupancy,
room rates ("ADR"), revenue per available room ("REVPAR") and certain other
information concerning the Company's non-gaming hotels (excluding the Vagabond
Inns) as of December 31, 1996. Each hotel in the following table is owned by the
Trust and leased to the Corporation, except as noted.
10
<PAGE> 15
<TABLE>
<CAPTION>
ADR($)
--------------------------
# OF YEAR YEAR YEAR ENDED DECEMBER 31,
HOTEL/LOCATION STATE ROOMS OPENED ACQUIRED(1) 1996 1995 1994
- --------------------------------------------- ----- ------ ------ ----------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Embassy Suites -- Phoenix(6)................. AZ 227 1981 1983 97.71 85.14 80.23
Embassy Suites -- Tempe(6)................... AZ 224 1984 1995 104.96 95.75 83.37
Hotel Park -- Tucson(9)...................... AZ 215 1986 1996 79.63 74.12 69.29
Plaza Hotel & Conference
Center -- Tucson(6)........................ AZ 149 1971 1983 51.83 48.34 46.12
Clarion Hotel SFO Airport -- Milbrae(8)...... CA 442 1962 1996 73.89 60.36 55.09
Doubletree Club -- Rancho Bernardo(6)........ CA 209 1988 1995 74.63 71.02 65.68
Embassy Suites -- Palm Desert(9)............. CA 198 1985 1996 102.43 97.30 96.81
Westin Horton Plaza -- San Diego(9).......... CA 450 1987 1996 111.78 98.64 92.44
Westin LAX Airport -- Los Angeles(9)......... CA 720 1986 1996 65.68 55.82 56.87
Westwood Marquis -- Los Angeles(12).......... CA 257 1969 1996 171.09 161.83 157.02
Capitol Hill Suites -- Washington(6)......... DC 152 1955 1995 99.62 95.09 91.93
Westin Grand -- Washington(7)................ DC 263 1984 1995 135.36 127.62 N/A
Doubletree Guest Suites -- Cypress
Creek(8)................................... FL 254 1985 1996 82.16 77.10 82.07
Radisson Hotel -- Gainesville(6)............. FL 195 1974 1986 61.82 60.43 59.89
Westin Airport -- Tampa(8)................... FL 260 1987 1996 89.47 84.46 86.14
Wyndham Ft. Lauderdale Airport -- Dania(9)... FL 251 1986 1996 84.20 77.18 77.71
Best Western Historic District-
Savannah(5)(6)............................. GA 142 1971 1986 51.64 46.75 47.27
Holiday Inn -- Albany(6)..................... GA 151 1989 1989 61.61 59.08 56.06
Lenox Inn -- Atlanta(8)...................... GA 180 1965 1995 82.82 69.48 63.57
Sheraton Colony Square -- Atlanta(6)......... GA 462 1973 1995 111.01 89.59 86.57
Terrace Garden Inn -- Atlanta(8)............. GA 364 1975 1995 110.56 93.51 88.39
The Marque -- Atlanta(9)..................... GA 275 1980 1996 99.30 82.21 74.66
Westin at Concourse -- Atlanta(9)............ GA 370 1986 1996 109.40 96.25 87.32
Arlington Park Hilton -- Arlington
Heights(9)................................. IL 422 1968 1996 83.08 77.76 71.55
The Midland Hotel -- Chicago(2)(8)........... IL 257 1934 1996 127.72 111.48 107.43
Harvey Hotel -- Wichita(6)................... KS 259 1974 1995 58.07 62.52 50.62
Doubletree Guest Suites -- Lexington(6)...... KY 155 1989 1995 91.74 82.93 84.96
Park Plaza -- Boston(10)..................... MA 960 1927 1996 106.88 101.42 98.12
Sheraton Hotel -- Needham(9)................. MA 247 1986 1996 97.12 84.60 80.01
Westin Hotel -- Waltham(9)................... MA 347 1990 1996 111.28 100.15 97.17
Holiday Inn Calverton -- Beltsville(8)....... MD 206 1987 1995 71.01 67.49 63.37
Bay Valley Resort -- Bay City(6)............. MI 151 1973 1984 64.03 62.02 62.22
Doubletree Grand at MOA -- Bloomington(9).... MN 321 1975 1996 94.23 88.34 79.28
Sheraton Hotel Metrodome -- Minneapolis(9)... MN 254 1980 1996 75.22 72.00 66.96
Embassy Suites -- St. Louis(9)............... MO 297 1985 1996 96.77 88.02 86.48
Ritz Carlton -- Kansas City(9)............... MO 373 1973 1996 129.49 122.82 116.76
Omni Europa -- Chapel Hill(6)................ NC 168 1981 1995 91.34 84.33 74.54
Radisson Marque -- Winston-Salem(3)(5)(9).... NC 293 1974 1996 72.48 71.88 69.32
Marriott Forestal
Village -- Princeton(4)(8)................. NJ 294 1987 1996 102.09 94.46 89.47
Best Western -- Las Cruces(5)(6)............. NM 166 1974 1982 50.00 44.94 42.74
Best Western Airport
Inn -- Albuquerque(5)(6)................... NM 123 1980 1984 58.41 56.70 54.45
Doral Court -- New York(11).................. NY 199 1927 1996 149.43 131.57 130.25
Doral Inn -- New York(13).................... NY 652 1927 1995 108.83 96.34 88.31
Doral Tuscany -- New York(11)................ NY 121 1935 1996 189.02 178.18 175.35
Days Inn City Center -- Portland(6).......... OR 173 1962 1984 69.25 60.71 53.12
Riverside Inn -- Portland(6)................. OR 137 1964 1984 92.18 71.35 64.69
Days Inn -- Philadelphia..................... PA 177 1984 1996 65.11 67.20 66.14
Doubletree Guest Suites -- Philadelphia...... PA 251 1985 1996 89.58 95.94 91.41
Hilton Hotel -- Allentown(9)................. PA 224 1981 1996 64.68 60.57 57.96
Ritz Carlton -- Philadelphia(9).............. PA 290 1990 1996 157.96 153.28 144.13
Best Western Airport -- El Paso(5)(6)........ TX 175 1974 1985 37.42 36.12 34.76
Doubletree Guest Suites DFW -- Irving(8)..... TX 308 1985 1996 99.29 91.18 91.24
Park Central -- Dallas(6).................... TX 445 1972 1972 56.44 55.03 59.97
Residence Inn Tysons Corner -- Vienna(6)..... VA 96 1984 1984 112.44 103.87 99.68
Days Inn Town Center -- Seattle(6)........... WA 90 1957 1984 73.89 62.73 60.99
Meany Tower -- Seattle(6).................... WA 155 1932 1984 78.42 72.83 70.47
Sixth Avenue Inn -- Seattle(6)............... WA 166 1959 1984 84.08 74.42 70.04
The Tyee Hotel -- Olympia(6)................. WA 155 1961 1987 64.57 61.64 60.63
Marriott Brookfield -- Milwaukee(2)(7)....... WI 393 1972 1990 74.72 72.19 67.91
ALL HOTELS................................... 15,910 94.41 85.05 81.01
<CAPTION>
OCCUPANCY (%) REVPAR($)
---------------------- --------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
HOTEL/LOCATION 1996 1995 1994 1996 1995 1994
- --------------------------------------------- ------ ------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Embassy Suites -- Phoenix(6)................. 76.5 80.3 75.6 74.73 68.37 60.65
Embassy Suites -- Tempe(6)................... 81.9 80.2 82.8 85.93 76.79 69.03
Hotel Park -- Tucson(9)...................... 67.6 70.4 71.3 53.83 52.18 49.40
Plaza Hotel & Conference
Center -- Tucson(6)........................ 71.0 77.3 77.1 36.79 37.37 35.56
Clarion Hotel SFO Airport -- Milbrae(8)...... 80.4 86.3 81.3 59.43 52.09 44.79
Doubletree Club -- Rancho Bernardo(6)........ 67.8 68.3 65.6 50.61 48.51 43.09
Embassy Suites -- Palm Desert(9)............. 71.1 72.2 69.1 72.80 70.25 66.90
Westin Horton Plaza -- San Diego(9).......... 71.0 70.0 67.9 79.38 69.05 62.77
Westin LAX Airport -- Los Angeles(9)......... 71.6 79.9 70.9 47.05 44.60 40.32
Westwood Marquis -- Los Angeles(12).......... 63.6 56.8 59.0 108.86 91.98 92.57
Capitol Hill Suites -- Washington(6)......... 67.4 69.2 64.1 67.14 65.80 58.93
Westin Grand -- Washington(7)................ 56.8 45.5 N/A 76.95 58.07 N/A
Doubletree Guest Suites -- Cypress
Creek(8)................................... 72.3 71.8 65.1 59.39 55.36 53.43
Radisson Hotel -- Gainesville(6)............. 60.1 58.0 59.4 37.13 35.05 35.57
Westin Airport -- Tampa(8)................... 69.7 63.5 62.9 62.36 53.63 54.18
Wyndham Ft. Lauderdale Airport -- Dania(9)... 75.4 82.4 76.2 63.48 63.60 59.22
Best Western Historic District-
Savannah(5)(6)............................. 63.0 63.7 56.9 32.54 29.78 26.90
Holiday Inn -- Albany(6)..................... 69.5 77.2 78.9 42.79 45.61 44.23
Lenox Inn -- Atlanta(8)...................... 76.4 79.2 77.0 63.24 55.03 48.95
Sheraton Colony Square -- Atlanta(6)......... 68.0 72.4 72.4 75.44 64.86 62.68
Terrace Garden Inn -- Atlanta(8)............. 55.9 65.4 65.2 61.82 61.16 57.63
The Marque -- Atlanta(9)..................... 63.1 69.2 68.0 62.69 56.89 50.77
Westin at Concourse -- Atlanta(9)............ 71.9 71.6 74.2 78.67 68.92 64.79
Arlington Park Hilton -- Arlington
Heights(9)................................. 69.2 69.4 64.2 57.45 53.97 45.94
The Midland Hotel -- Chicago(2)(8)........... 72.4 73.5 71.2 92.50 81.94 76.49
Harvey Hotel -- Wichita(6)................... 61.8 63.7 57.7 35.89 39.83 29.21
Doubletree Guest Suites -- Lexington(6)...... 72.8 74.6 69.4 66.82 61.87 58.96
Park Plaza -- Boston(10)..................... 80.2 76.0 76.0 85.67 77.08 74.57
Sheraton Hotel -- Needham(9)................. 76.9 74.8 73.6 74.72 63.28 58.89
Westin Hotel -- Waltham(9)................... 75.3 72.3 69.8 83.76 72.41 67.82
Holiday Inn Calverton -- Beltsville(8)....... 62.0 63.0 58.0 44.03 42.52 36.75
Bay Valley Resort -- Bay City(6)............. 61.9 63.1 63.5 39.65 39.13 39.51
Doubletree Grand at MOA -- Bloomington(9).... 76.0 77.2 74.7 71.62 68.20 59.22
Sheraton Hotel Metrodome -- Minneapolis(9)... 74.8 85.3 75.7 56.27 61.42 50.69
Embassy Suites -- St. Louis(9)............... 68.0 72.0 71.7 65.79 63.37 62.01
Ritz Carlton -- Kansas City(9)............... 76.0 74.9 73.2 98.44 91.99 85.47
Omni Europa -- Chapel Hill(6)................ 69.6 71.0 64.8 63.56 59.87 48.30
Radisson Marque -- Winston-Salem(3)(5)(9).... 50.6 54.0 51.2 36.70 38.82 35.49
Marriott Forestal
Village -- Princeton(4)(8)................. 84.1 81.8 77.3 85.91 77.27 69.16
Best Western -- Las Cruces(5)(6)............. 61.6 75.1 71.2 30.82 33.75 30.43
Best Western Airport
Inn -- Albuquerque(5)(6)................... 77.4 82.9 86.4 45.22 47.00 47.04
Doral Court -- New York(11).................. 77.9 75.9 74.8 116.46 99.86 97.43
Doral Inn -- New York(13).................... 81.8 75.0 81.0 89.04 72.26 71.53
Doral Tuscany -- New York(11)................ 70.7 65.0 63.5 133.65 115.82 111.35
Days Inn City Center -- Portland(6).......... 72.4 77.8 70.6 50.17 47.23 37.50
Riverside Inn -- Portland(6)................. 64.9 77.5 78.1 59.80 55.30 50.52
Days Inn -- Philadelphia..................... 71.9 71.5 75.7 46.82 48.05 50.07
Doubletree Guest Suites -- Philadelphia...... 74.0 70.3 73.1 66.26 67.45 66.82
Hilton Hotel -- Allentown(9)................. 77.4 77.5 73.5 50.07 46.94 42.60
Ritz Carlton -- Philadelphia(9).............. 80.0 71.7 73.3 126.35 109.90 105.65
Best Western Airport -- El Paso(5)(6)........ 62.4 79.4 80.4 23.36 28.68 27.95
Doubletree Guest Suites DFW -- Irving(8)..... 78.1 78.7 67.8 77.51 71.76 61.86
Park Central -- Dallas(6).................... 24.6 36.0 42.3 13.90 19.81 25.37
Residence Inn Tysons Corner -- Vienna(6)..... 82.5 85.0 83.0 92.80 88.29 82.73
Days Inn Town Center -- Seattle(6)........... 76.4 81.4 79.4 56.46 51.06 48.43
Meany Tower -- Seattle(6).................... 68.1 72.9 71.2 53.40 53.09 50.17
Sixth Avenue Inn -- Seattle(6)............... 75.4 78.7 75.1 63.39 58.57 52.60
The Tyee Hotel -- Olympia(6)................. 55.7 58.4 57.4 35.96 36.00 34.80
Marriott Brookfield -- Milwaukee(2)(7)....... 74.1 71.3 69.8 55.37 51.47 47.40
ALL HOTELS................................... 70.4 71.7 70.3 66.46 61.00 56.98
</TABLE>
11
<PAGE> 16
- ---------------
(1) "Year acquired" represents the calendar year in which the Trust or
Corporation (or a predecessor) made its initial investment in the property.
(2) Property owned by the Corporation subject to a first mortgage to the Trust.
(3) Property owned by the Corporation.
(4) Property is subject to a ground lease expiring in December, 2055, which is
terminable by the ground lessor after September, 1999, upon six months'
notice under certain circumstances.
(5) Property is an asset held for sale at December 31, 1996.
(6) Property is subject to a mortgage under the Acquisition Facility.
(7) Property is subject to a mortgage under the Mortgage Facility.
(8) Property is subject to a mortgage under the Term Loan.
(9) Property is subject to a security interest under the Goldman Facility.
(10) The Trust owns a 58.2% general partnership interest in this hotel and
property is subject to a mortgage under the BPP Mortgage.
(11) Property is subject to a mortgage under the Doral Mortgage.
(12) The Trust owns a 93.5% general partnership interest in this hotel.
(13) The Trust owns the land and holds a leasehold mortgage on the building and
personal property and the Operating Partnership operates the hotel pursuant
to a sublease.
MORTGAGE AND OTHER NOTES RECEIVABLES.
At December 31, 1996, the Trust held five intercompany promissory notes
issued by the Operating Partnership, three of which ($29.6 million in aggregate
principal amount at December 31, 1996) are related to the Marriott in Milwaukee,
Wisconsin; one note ($40.3 million in principal amount at December 31, 1996) is
secured by the Doral Inn in New York, New York; and one note ($18.2 million in
principal amount at December 31, 1996) is secured by the Midland Hotel in
Chicago, Illinois.
At December 31, 1996, the Trust held nineteen promissory notes either
contributed by the Starwood Partners as part of the Reorganization, executed by
third-party purchasers of its hotels, or purchased during 1996 by the Trust, all
of which are secured by mortgages (including deeds of trust) on fourteen hotels
in the aggregate. Of these nineteen promissory notes, thirteen notes ($112.0
million in aggregate principal amount at December 31, 1996) are secured by first
mortgages; four notes ($1.3 million in aggregate principal amount as of December
31, 1996) are secured by second mortgages; one note ($1.3 million in principal
amount as of December 31, 1996) is secured by a third mortgage; and one note
($169,000 in principal amount as of December 31, 1996) is secured by a fourth
mortgage. Of these nineteen promissory notes, nine notes have fixed interest
rates that currently range from 7.0% to 10.0% per annum; six notes have variable
interest rates that range from 6.81% to 13.5% per annum at December 31, 1996;
three notes require principal payments only; one note also provides for
contingent interest based on a percentage of the gross revenue of the property
securing such note; and one note was purchased at a significant discount with no
payment of interest expected. The maturity dates of the notes range from 1997 to
2010.
For additional information with respect to the mortgage notes receivable
held by the Trust, see Notes 8 and 9 of Notes to Financial Statements included
in Item 8 of this Joint Annual Report.
In December 1987, in connection with the acquisition by the Company of an
interest in two Atlanta, Georgia, area hotels (which have been subsequently
sold), John F. Rothman, a former President and Chief Executive Officer of the
Trust, assumed certain obligations of the seller, which obligations are
evidenced by an unsecured promissory note to the Trust in the principal amount
of $800,000. Interest on the outstanding principal amount of this note accrues
interest at an annual rate of 10% and is payable annually; the entire principal
amount of the note is due in December 1999.
In addition, during 1995 the Trust loaned Jeffery C. Lapin, a former
President of the Trust, $250,000. During 1996, the Corporation made a $150,000
non-interest bearing bridge loan to Eric A. Danziger, the President and Chief
Executive Officer of the Corporation. The bridge loan is secured by a second
mortgage on Mr. Danziger's residence in Phoenix, Arizona. The bridge loan
matures in September 1997. During 1996, the Corporation made a $266,667
non-interest bearing bridge loan to an officer of the Corporation, Theodore W.
Darnall. The bridge loan is secured by a second mortgage on Mr. Darnall's
residence in Phoenix, Arizona. The
12
<PAGE> 17
bridge loan will mature as to $100,000 upon the sale of Mr. Darnall's home in
Pittsburgh, Pennsylvania, and the balance upon termination of his employment
with the Corporation. (see Note 15 of Notes to Financial Statements included in
Item 8 of this Joint Annual Report and Item 11 of this Joint Annual Report --
"Employment and Compensation Agreements with Executive Officers").
FRANCHISE AGREEMENTS
Forty-seven of the 62 hotel properties in which Starwood Lodging had an
equity interest at December 31, 1996, are operated pursuant to franchise or
license agreements ("Franchise Agreements"). The Franchise Agreements generally
require the payment of a monthly royalty fee based on gross room revenue and
various other fees associated with certain marketing or advertising and
centralized reservation services, also generally based on gross room revenues.
The Franchise Agreements have various durations but generally may be
terminated upon prior notice no greater than three years or upon payment of
certain specified fees.
The Franchise Agreements generally contain specific standards for, and
restrictions and limitations on, the operation and maintenance of the hotels
which are established by the franchisors to maintain uniformity in the system
created by each such franchisor. Such standards generally regulate the
appearance of the hotel, quality and type of goods and services offered,
signage, and protection of marks. Compliance with such standards may from time
to time require significant expenditures for capital improvements.
The Franchise Agreements also generally contain financial reporting
requirements relating to the calculation of royalty and other fees and insurance
requirements with respect to specified liabilities, approved coverage limits and
minimum insurance company rating.
The Franchise Agreements generally require the consent of the franchisor to
a transfer of an interest in the applicable franchise, and both the consent of
the franchisor and the execution of a new franchise agreement in the event of a
transfer of all or controlling portion of the franchisee under the relevant
Franchise Agreement. In addition, some Franchise Agreements may require payment
of an initial fee upon establishment of a franchise relationship.
MANAGEMENT AGREEMENTS
As of December 31, 1996, four of the Company owned hotels were managed by
third-party operators: The Marriott Forrestal Village is operated by Marriott
International, Inc. ("Marriott") pursuant to a lease expiring in 2007 (subject
to earlier termination if certain annual financial performance standards are not
met or upon payment of a termination fee by the Company), the Ritz Carlton
Hotels in Philadelphia, Pennsylvania, and Kansas City, Missouri, are operated by
an affiliate of Marriott pursuant to operating agreements that terminate in 1999
(subject to earlier termination if certain annual financial performance
standards are not met) and the Harvey Hotel in Wichita, Kansas, is operated by
Bristol Hotel Company pursuant to a management agreement that terminates in 1998
(subject to earlier termination if certain annual financial performance
standards are not met or upon payment of a fee by the Company).
Each such agreement with a third-party provides that the operator has the
exclusive right to direct the operations of the hotel subject to that agreement.
The operator is responsible for maintaining and making all necessary repairs to
the managed hotel, hiring, training and supervising all hotel employees, and
performing all hotel bookkeeping and other administrative duties.
Each operator is required to submit to the Company for its approval an
annual budget that includes proposed capital expenditures, and the operator
makes only those capital expenditures that are approved by Company. The Company
is required to make available to each operator sufficient working capital to
operate the hotel.
For their services in managing the hotels, each third-party operator
receives a fee equal to a specified percentage (generally 2% - 3%) of the gross
revenues of the managed hotel, plus additional incentive fees based upon the
hotel's operating profits.
As of the date of this Joint Annual Report, the Company manages nine hotels
owned by third-parties.
The management agreements have expiration dates ranging from 1997 to 2016
with management fees ranging from 2.5% of hotel revenues to 4% of hotel
revenues.
13
<PAGE> 18
REGULATION AND LICENSING
The lease and operation of the casino gaming facilities by Starwood Lodging
in Nevada are subject to extensive licensing and regulatory control of the
Nevada Gaming Commission (the "Nevada Commission"), the Nevada State Gaming
Control Board (the "Nevada Board") and the Clark County Liquor and Gaming
Licensing Board (the "Clark County Board" and, together with the Nevada
Commission and the Nevada Board, the "Nevada Gaming Authorities").
The gaming laws, regulations and supervisory procedures of Nevada seek to
(i) prevent unsavory or unsuitable persons from having any direct or indirect
involvement with gaming at any time or in any capacity; (ii) establish and
maintain responsible accounting practices and procedures; (iii) maintain
effective control over the financial practices of licensees, including
establishing minimum procedures for internal fiscal affairs and the safeguarding
of assets and revenues, providing reliable record keeping and making periodic
reports to the Nevada Gaming Authorities; (iv) prevent cheating and fraudulent
practices; and (v) provide a source of state and local revenues through taxation
and licensing fees. Changes in these laws, regulations and procedures could have
an adverse effect on the Corporation's gaming operations.
The Corporation is registered with the Nevada Commission as a publicly
traded corporation and has been found suitable as a holding company by the
Nevada Gaming Authorities to own all of the outstanding capital stock of HICN.
HICN operates the King 8 pursuant to licenses granted by the Nevada Gaming
Authorities. No person may become a stockholder of, or receive any percentage of
profits from, HICN without first obtaining licenses and approvals from the
Nevada Gaming Authorities. Prior approval of the Nevada Commission is required
for the sale, assignment, transfer, pledge or other disposition of any security
issued by HICN.
During 1996, Starwood Lodging sold Bourbon Street and the real property
related to the King 8. The Company continues to own the personal property
related to the King 8 and to operate the King 8 pending the buyer's receipt of
the requisite licenses and approvals from the Nevada Gaming Authorities.
The licenses and approvals held by HICN are not transferable and must be
renewed periodically upon the payment of appropriate taxes and license fees. The
licensing authorities have broad discretion with regard to the renewal of the
licenses. The issuing agency may at any time revoke, suspend, condition, limit
or restrict a license or approval to own stock in a corporate licensee for any
cause deemed reasonable by the issuing agency. Substantial fines for each
violation of gaming laws or regulations may be levied against HICN, the
Corporation and the individuals involved. A violation under any one of the
licenses held by HICN may be deemed a violation of one or more other licenses or
approvals held by HICN. If HICN's licenses are revoked or suspended or are not
renewed, the Nevada Commission may petition a Nevada district court to appoint a
supervisor to operate the affected property until a new operator is licensed.
Suspension or revocation of the license of HICN, disapproval of the Corporation
to own the stock of HICN or court appointment of a supervisor over operations of
the King 8 could have a material adverse effect upon the Trust and the
Corporation.
Directors, officers and certain key employees of HICN must file license
applications with the Nevada Gaming Authorities. Certain officers, directors and
key employees of HICN are licensed by the Nevada Gaming Authorities, and any
required license applications of the remaining officers, directors or key
employees have been filed with the Nevada Board. An application for licensing
may be denied for any cause deemed reasonable by the issuing agency. Changes in
corporate management or executive positions must be reported to the Nevada
Gaming Authorities. In addition to its authority to deny an application for a
license, the Nevada Commission has jurisdiction to disapprove a change in a
management or executive position with a regulated corporation. If the Nevada
Gaming Authorities were to find a director, officer or key employee unsuitable
for licensing or unsuitable to continue having a relationship with HICN or the
Corporation, the Corporation and HICN would have to sever all relationships with
that person. The Corporation and HICN would have similar obligations with regard
to any person who refused to file appropriate applications. Each gaming employee
must obtain, and periodically renew, a work permit, which may be revoked upon
the occurrence of certain specified events.
14
<PAGE> 19
HICN must submit detailed financial and operating reports to the Nevada
Commission, which are subject to routine audit by the Nevada Board.
Substantially all loans, leases, sales of securities and similar financing
transactions entered into by HICN must be reported to or approved by the Nevada
Commission. The fiscal stability of HICN must be adequate to satisfy gaming
financial obligations such as state and local government taxes and fees, and the
payment of winning wagers to patrons. Failure to satisfy these gaming financial
obligations is grounds for the Nevada Gaming Authorities to limit, condition,
restrict, suspend or revoke the gaming licenses and approvals of HICN and the
registration and approvals of the Corporation, or to impose administrative fines
against HICN or the Corporation.
As a registered publicly traded holding company found suitable as the sole
stockholder of HICN, the Corporation is required periodically to submit detailed
financial and operating reports to the Nevada Commission and to furnish any
other information that the Nevada Commission or Nevada Board may require. The
Corporation's directors, officers and key employees who are actively and
directly engaged in the administration or supervision of gaming are subject to
licensing and findings of suitability by the Nevada Commission. Certain
directors and officers of the Corporation have filed their license applications
as requested by the Nevada Board. The finding of suitability is comparable to
licensing, and both require submission of detailed personal background and
personal financial information followed by a thorough investigation, and payment
by the applicant of all investigative costs and charges. Any individual who is
found to have a material relationship to or material involvement with the
Corporation also may be required to be found suitable or be licensed and may be
investigated. Key employees, controlling persons or others who exercise
significant influence upon the management or affairs of the Corporation, or are
actively engaged in the administration or supervision of gaming activities, may
be deemed to have this type of a relationship or involvement.
Any beneficial holder of the Corporation's voting securities, regardless of
the number of shares owned, may be required to file an application, be
investigated, and have his suitability as a beneficial holder of the
Corporation's voting securities determined if the Nevada Commission has reason
to believe that such ownership would otherwise be inconsistent with the declared
policies of the state of Nevada. The applicant must pay all costs of
investigation incurred by the Nevada Gaming Authorities in conducting any such
investigation.
Any person who acquires more than 5% of any class of voting securities of
the Corporation must report the acquisition to the Nevada Commission. Beneficial
owners of more than 10% of any class of the Corporation's voting securities must
apply to be found suitable by the Nevada Commission within 30 days after the
Chairman of the Nevada Board mails the written notice requiring such filing, and
any beneficial owner of the Corporation's voting securities, whether or not such
person is a controlling stockholder, may be required to be found suitable if the
Nevada Commission has reason to believe that such ownership would be
inconsistent with the declared policy of the state of Nevada that licensed
gaming be conducted honestly and competitively and that the gaming industry be
free from criminal and corruptive elements.
An "institutional investor" (as defined by the Regulations of the Nevada
Commission) holding at least 10%, and in certain circumstances up to 15%, of the
voting securities of the Corporation may apply for and hold a waiver of the
mandatory suitability determination requirement prescribed by the Nevada Gaming
Control Act. To qualify as an "institutional investor," a person or entity must
satisfy one of several alternative criteria under the federal Securities
Exchange Act of 1934, the Investment Company Act of 1940, or state and federal
pension and retirement laws, as well as acquire and hold the voting securities
for investment purposes in the ordinary course of business and not for the
purpose of effecting any change of control in or the management or policies of
the registered holding company or its gaming affiliates. Activities which are
not deemed to be inconsistent with holding voting securities for investment
purposes only include: (i) voting on all matters voted on by stockholders; (ii)
making financial and other inquiries of management of the type normally made by
securities analysts for informational purposes and not to cause a change in its
management, policies or operations; and (iii) such other activities as the
Nevada Commission may determine to be consistent with such investment intent.
A change in investment intent of an institutional investor must be reported
to the Chairman of the Nevada Board within two business days of such change of
intent. The Chairman of the Nevada Board may
15
<PAGE> 20
require an institutional investor to apply for a finding of suitability upon
receipt of notice of change in investment intent, or at any time deemed
necessary to protect the public interest. An aggrieved institutional investor
may apply for Nevada Commission review of the decision of the Chairman of the
Nevada Board ordering the filing of a suitability determination application. The
Corporation or HICN must promptly report to the Nevada Commission any
information that materially affects the institutional investor's eligibility to
hold a waiver.
If the stockholder who must be found suitable is a corporation, partnership
or trust, that stockholder must submit detailed business and financial
information including a list of beneficial owners. In addition, the Clark County
Board has taken the position that it has the authority to approve all persons
owning or controlling more than two percent of the stock of a gaming licensee or
of any corporation controlling a gaming licensee. The applicant is required to
pay all costs of investigation.
Any stockholder found unsuitable by the Nevada Commission who directly or
indirectly holds any beneficial or ownership interest in Corporation shares
beyond whatever period of time may be prescribed by the Nevada Commission may be
guilty of a criminal offense. Any person who fails or refuses to apply for a
finding of suitability or a license within 30 days after being ordered to do so
by the Nevada Commission or Chairman of the Nevada Board may be found
unsuitable. The same restrictions that apply to a security holder who is found
unsuitable may be held to apply to a beneficial owner of the Corporation's
securities if the record owner, after request, fails to identify the beneficial
owner. The Corporation is subject to disciplinary action if, after receiving
notice that a person is unsuitable to be a stockholder or to have any other
relations with the Corporation or its gaming subsidiaries, the Corporation (i)
pays the unsuitable person any dividend or interest upon any voting securities
of the Corporation or makes any other unpermitted payment or distribution of any
kind whatsoever; (ii) recognizes the exercise, directly or indirectly, of any
voting rights in the Corporation's securities by the unsuitable person; (iii)
pays the unsuitable person any remuneration in any form for services rendered or
otherwise, except in certain limited and specific circumstances; or (iv) fails
to pursue all lawful efforts to require the unsuitable person to divest himself
of his voting securities, including, if necessary, the immediate purchase by the
Corporation of the voting securities for cash at fair market value. In addition,
Nevada law requires that any holder or owner of a voting security who is found
unsuitable by the Nevada Commission immediately offer those securities to the
Corporation for purchase, which securities would be purchased by the Corporation
for cash at fair market value within 10 days from the date the securities are
offered.
The Nevada Commission may, in its discretion, require the holder of any
debt security of a corporation registered under the Nevada Gaming Control Act to
file applications, be investigated and be found suitable to own the debt
security of a registered corporation. If the Nevada Commission determines that a
person is unsuitable to own such debt security, then pursuant to the Regulations
of the Nevada Commission, the registered corporation can be sanctioned,
including the loss of its approvals, if without the prior approval of the Nevada
Commission it (i) pays to the unsuitable person any dividend, interest or other
distribution whatsoever; (ii) recognizes any voting right of such unsuitable
person in connection with such securities; (iii) pays the unsuitable person
remuneration in any form; or (iv) makes any payment to the unsuitable person by
way of principal, redemption, conversion, exchange, liquidation, or similar
transaction.
The Corporation is required to maintain a current and comprehensive stock
ledger in the state of Nevada, which ledger may be examined by the Nevada Gaming
Authorities at all reasonable times, but without notice. If any securities are
held in trust, by an agent or by a nominee, the owner of record of those
securities may be required to disclose the identity of the beneficial owner to
the Nevada Gaming Authorities. A failure to make this disclosure may be grounds
for finding the owner of record unsuitable. The Corporation must render maximum
assistance to the Nevada Gaming Authorities in determining the identity of the
beneficial owner.
The Nevada Commission has the power at any time to require that the
Corporation's stock certificates bear a legend to the general effect that the
securities of the Corporation are subject to the Nevada Gaming Control Act and
the regulations of the Nevada Commission. However, to date, the Nevada
Commission has not imposed such a requirement on the Corporation. The Clark
County Board also claims jurisdiction to approve or disapprove holders of the
Corporation's securities. The Nevada Gaming Authorities, through the
16
<PAGE> 21
power to regulate licensees and otherwise by Nevada law, have the power to
impose additional restrictions on the holders of the Corporation's securities at
any time.
The Regulations of the Nevada Commission provide that changes in the
control of the Corporation or HICN through a merger, consolidation, acquisition
of assets, management or consulting agreements or any form of takeover cannot
occur without the prior approval of the Nevada Commission. Entities seeking to
acquire control of the Corporation must satisfy the Nevada Board and Nevada
Commission in a variety of stringent standards prior to assuming control of the
Corporation. The Nevada Commission may also require controlling stockholders,
officers, directors and other persons having a material relationship or
involvement with the entity proposing to acquire control, to be investigated and
licensed as part of the approval process relating to the transaction.
The Nevada Legislature has declared that some corporate acquisitions
opposed by management, repurchases of securities and corporate defense tactics
affecting corporate gaming licensees in Nevada, and publicly traded corporations
affiliated with those licensees may be injurious to stable and productive
corporate gaming operations. The Nevada Commission has established a regulatory
scheme to ameliorate the potential adverse effects of these business practices
upon Nevada's gaming industry and to advance Nevada's policy to (i) assure the
financial stability of corporate gaming operators and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form;
and (iii) promote a neutral environment for the orderly governance of corporate
affairs. Approvals may be required from the Nevada Commission before the
corporation may make exceptional repurchases of securities above current market
price (commonly referred to as "greenmail"), and before a corporate acquisition
opposed by management can be consummated. Nevada's gaming regulations also
require prior approval of the Nevada Commission in the event of a corporation
plan of recapitalization proposed by the board of directors in opposition to a
tender offer made directly to shareholders for the purpose of acquiring control
of the corporation.
Nevada law prohibits the Corporation from making a public offering of its
securities without the approval of the Nevada Commission if any part of the
proceeds of the offering is to be used to finance the construction, acquisition
or operation of gaming facilities in Nevada, or to retire or extend obligations
incurred for one or more such purposes. Approval of the public offering will not
constitute a finding by the Nevada Commission as to the accuracy, adequacy or
investment merit of the securities offered to the public. Any representation to
the contrary is unlawful.
The gaming regulatory requirements discussed above apply to certain aspects
of the Reorganization. The contribution by HICN of the Gaming Assets (and the
transfer of certain liabilities to be retained by HICN) to the Operating
Partnership will occur on receipt of certain licenses or approvals by the Nevada
Gaming Authorities. Likewise, the election of the new members of the Board of
Directors of the Corporation since the Reorganization will be effective upon
receipt of certain licenses or approvals by the Nevada Commission. Nevada gaming
regulatory approvals are expected to be received by the end of 1997, unless
previously received by the purchaser of the King 8. In conjunction with applying
for and obtaining such licenses and approvals, the Corporation has developed
various policies and procedures subject to review, approval and oversight by the
Nevada Board. The purpose of these corporate policies and procedures is to
ensure compliance with the regulatory requirement that prior approval of the
Nevada Commission is obtained for any transaction that would result in either
Starwood Capital or the Starwood Partners acquiring control of the Corporation
or its Nevada gaming operations. The Corporation expects that these policies and
procedures will be eliminated upon receipt of certain licenses and approvals
from the Nevada Commission. If the required licenses or approvals of the Nevada
Gaming Authorities are not received on or before December 31, 1997, then on such
date HICN has agreed to contribute to the Operating Partnership cash equal to
the fair value of the Gaming Assets on such date.
License fees and taxes, computed in various ways depending on the type of
gaming involved, are payable to the State of Nevada and to the County of Clark
where HICN's gaming operations are conducted. Depending upon the particular fee
or tax involved, these assessments are payable either monthly, quarterly, or
annually and are based upon either (i) a percentage of the gross gaming revenues
received by the casino operations; (ii) the number of slot machines or other
gaming devices operated by the casino; or (iii) the
17
<PAGE> 22
number of table games operated by the casino. A casino entertainment tax is also
paid by the licensees where entertainment is furnished in connection with the
selling of food or refreshments.
The sale of alcoholic beverages by HICN is subject to licensing, control
and regulation by the Clark County Board. Such liquor licenses are revocable and
are not transferable. The Clark County Board has full power to limit, condition,
suspend or revoke any liquor license, and any disciplinary action of this nature
or license revocation would have a material adverse effect on HICN's gaming
operations.
ITEM 3. LEGAL PROCEEDINGS.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On December 30, 1996, (i) the Trust held its 1996 annual meeting of
shareholders of the Trust (the "Trust Meeting") to elect two Trustees to the
Board of Trustees of the Trust and to approve the amendment and restatement of
the 1995 Share Option Plan of the Trust as the Starwood Lodging Trust 1995
Long-Term Incentive Plan and (ii) the Corporation held its 1996 annual meeting
of stockholders of the Corporation (the "Corporation Meeting") to elect three
Directors to the Board of Directors of the Corporation (to take effect upon
receipt of a Gaming Approval) and to approve the amendment and restatement of
the 1995 Stock Option Plan of the Corporation as the Starwood Lodging
Corporation 1995 Long-Term Incentive Plan.
At the Trust Meeting, shareholders of the Trust voted upon and approved (i)
the election as Trustees of the Trust of Stephen R. Quazzo and Steven R. Goldman
and (ii) the adoption of the Starwood Lodging Trust 1995 Long-Term Incentive
Plan (Amended and Restated as of August 12, 1996) (the "Trust LTIP"). Messrs.
Grose, Simms, Duncan, Stern and Sternlicht continued as Trustees.
The following sets forth, with respect to each matter voted upon at the
Trust Meeting, the number of votes cast for, the number of votes cast against,
and the number of votes abstaining (or, with respect to the election of
Trustees, the number of votes withheld) with respect to such matter and are
presented after giving effect to the three-for-two stock split in January 1997:
<TABLE>
<CAPTION>
VOTES VOTES VOTES
FOR AGAINST ABSTENTIONS WITHHELD
---------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Election of Trustees:
Stephen R. Quazzo................................ 34,620,521 0 0 60,215
Steven R. Goldman................................ 34,551,746 0 0 128,990
Adoption of the Starwood Lodging Trust 1995
Long-Term Incentive Plan (Amended and Restated as
of August 12, 1996).............................. 22,737,539 7,560,834 58,995
</TABLE>
At the Corporation Meeting, stockholders of the Corporation voted upon and
approved (i) the election as Directors of the Corporation of the following
nominees: Jean-Marc Chapus, Eric A. Danziger and Michael A. Leven (Messrs.
Chapus, Danziger and Leven to take office upon receipt of Gaming Approval), and
(ii) the adoption of the Starwood Lodging Corporation 1995 Long-Term Incentive
Plan (Amended and Restated as of August 12, 1996) (the "Corporation LTIP").
Messrs. Ford, Jones and Henderson continued to serve as the Directors of the
Corporation. These three individuals, as well as Messrs. Yih, Eilian,
Sternlicht, Chapus, Danziger and Leven serve as the Management Committee of the
Operating Partnership. Messrs. Yih, Eilian, Sternlicht, Chapus, Danziger and
Leven are Directors-Elect of the Corporation and will take office as Directors
on the receipt of the Gaming Approvals or sale of all the gaming assets. Messrs.
Ford and Henderson have indicated that upon the sale of Starwood Lodging's
gaming operations or receipt of the approval of the Nevada Gaming Authorities
(see Item 2, "Regulation and Licensing" of this Joint Annual Report) by the
Directors who have not yet received such approval, they intend to resign as
Directors.
The following sets forth, with respect to each matter voted upon at the
Corporation Meeting, the number of votes cast for, the number of votes cast
against, and the number of votes abstaining (or, with respect to the
18
<PAGE> 23
election of Directors, the number of votes withheld) with respect to such matter
and are presented after giving effect to the three-for-two stock split in
January 1997:
<TABLE>
<CAPTION>
VOTES VOTES VOTES
FOR AGAINST ABSTENTIONS WITHHELD
---------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Election of Directors:
Jean-Marc Chapus................................. 31,036,356 0 0 3,644,379
Eric A. Danziger................................. 34,551,098 0 0 129,638
Michael A. Leven................................. 34,619,913 0 0 60,822
Adoption of Starwood Lodging Corporation
1995 Long-Term Incentive Plan
(Amended and Restated as of August 12, 1996)..... 24,584,796 6,509,378 55,199
</TABLE>
PART II
ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
MARKET INFORMATION
The Paired Shares are traded principally on the New York Stock Exchange
(the "NYSE") under the symbol "HOT".
The following table sets forth, for the fiscal periods indicated, the high
and low sales prices per Paired Share on the NYSE Composite Tape (as adjusted
for the one-for-six reverse stock split in June 1995 and the three-for-two stock
split in January 1997).
<TABLE>
<CAPTION>
DISTRIBUTIONS RETURN OF CAPITAL
HIGH LOW MADE GAAP BASIS(a)
------ ------ ------------- -----------------
<S> <C> <C> <C> <C>
1996
First quarter.................................. $23.25 $19.67 $0.31 $0.11
Second quarter................................. $25.75 $21.17 $0.33 --
Third quarter.................................. $27.92 $22.08 $0.33 $0.14
Fourth quarter................................. $36.75 $27.42 $0.39(b)(c) $0.22
1995
First quarter.................................. $16.00 $10.50 None N/A
Second quarter................................. $16.50 $14.00 None N/A
Third quarter.................................. $19.42 $15.75 $0.31 $0.14
Fourth quarter................................. $20.00 $17.92 $0.31(d) $0.11
</TABLE>
- ---------------
(a) Represents distributions per Paired Share in excess of net income per Paired
Share on a GAAP basis, and is not the same as return of capital on a tax
basis.
(b) The Trust declared a distribution for the fourth quarter of 1996 to
shareholders of record on December 30, 1996. The distribution was paid in
January 1997.
(c) During the fourth quarter of 1996 the Trust and the Corporation each
declared a three-for-two stock split in the form of a 50% stock dividend
payable to shareholders of record on December 30, 1996. The stock dividend
was paid in January 1997.
(d) The Trust declared a distribution for the fourth quarter of 1995 to
shareholders of record on December 29, 1995. The distribution was paid in
January 1996.
HOLDERS
As of February 28, 1997, there were approximately 1,869 holders of record
of Paired Shares.
19
<PAGE> 24
DISTRIBUTIONS MADE/DECLARED
During the fourth quarter of 1996 the Trust and the Corporation each
declared a three-for-two stock split in the form of a 50% stock dividend payable
to shareholders of record on December 30, 1996. The stock dividend was paid in
January 1997. The Trust declared and paid dividends of $0.31, $0.33, $0.33 and
$0.39 per share (as adjusted for the three-for-two stock split in January 1997)
for the first, second, third and fourth quarters of 1996 respectively. The
fourth quarter dividend was paid in January 1997. The Trust declared and paid a
dividend of $0.31 per share (as adjusted for the three-for-two stock split in
January 1997) for the third and fourth quarters of 1995. The fourth quarter
dividend was paid in January 1996. No distributions were made by the Trust
during 1994. The Corporation has not paid any cash dividends since its
organization and does not anticipate that it will make any such distributions in
the near future. Under the terms of the Lines of Credit, Starwood Lodging is
generally permitted to distribute to its shareholders on an annual basis an
amount equal to the greatest of (1) 95% of combined funds from operations for
any four consecutive calendar quarters; (2) an amount sufficient to maintain the
Trust's tax status as a real estate investment trust; and (3) the amount
necessary for the Trust to avoid the payment of federal income or excise tax.
ITEM 6. SELECTED FINANCIAL DATA.
The following data sets forth certain financial information for each of the
Trust and the Corporation, and the Trust and the Corporation on a combined
basis. This information is based on and should be read in conjunction with the
financial statements and the notes thereto appearing elsewhere in this Joint
Annual Report.
<TABLE>
<CAPTION>
AS OF AND FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
OPERATING DATA
Revenue:
Trust........................... $115,059 $ 44,023 $ 21,671 $ 20,342 $ 26,784
Corporation..................... 410,156 149,184 110,962 114,828 116,172
Combined(1)..................... 428,538 161,716 113,997 117,155 117,656
Net Income (Loss):
Trust(2)........................ $ 33,589 $ 10,709 $ (3,465) $ (3,889) $ (9,818)
Corporation(2).................. (6,638) (1,739) (1,198) (3,143) (9,925)
-------- -------- -------- -------- --------
Combined........................ 26,951 8,970 (4,663) (7,032) (19,743)
Net Income (Loss) Per Share/Paired
Share(3):
Trust........................... $ 1.12 $ 0.92 $ (1.14) $ (1.28) $ (3.24)
Corporation..................... (0.22) (0.15) (0.39) (1.04) (3.27)
-------- -------- -------- -------- --------
Combined........................ $ 0.90 $ 0.77 $ (1.53) $ (2.32) $ (6.51)
</TABLE>
20
<PAGE> 25
<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------------------------------------------------
1996 1995 1994 1993 1992
---------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Total Assets:
Trust............................ $1,233,366 $425,737 $162,245 $232,845 $245,540
Corporation...................... 185,192 120,721 48,626 49,993 53,611
Combined(1)...................... 1,312,740 459,994 183,955 195,352 210,945
Total Debt:
Trust............................ $ 477,603 $119,200 $146,734 $156,526 $157,541
Corporation...................... 107,781 90,749 40,664 101,846 100,246
Combined(1)...................... 479,566 123,485 160,482 170,886 170,297
Shareholders' Equity (Deficit):
Trust............................ $ 569,300 $204,728 $ 10,450 $ 72,205 $ 76,371
Corporation...................... 23,361 10,740 (1,742) (58,879) (55,752)
---------- -------- -------- -------- --------
Combined......................... 592,661 215,468 8,708 13,326 20,351
Paired Shares outstanding at end of
period(3)........................ 40,078 20,697 3,033 3,033 3,033
</TABLE>
<TABLE>
<CAPTION>
AS OF AND FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1996 1995 1994 1993 1992
--------- --------- -------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
CASH FLOW AND DIVIDEND DATA
Net cash provided by operating
activities:
Trust............................. $ 61,589 $ 11,267 $ 4,455 $ 3,136 $ 2,773
Corporation....................... 12,578 5,144 4,438 2,396 1,917
Combined.......................... 74,167 16,411 8,893 5,532 4,690
Net cash provided by (used in)
investing activities:
Trust............................. $(726,427) $(175,506) $ 8,239 $ 2,474 $ (161)
Corporation....................... (33,774) (44,003) 215 (4,426) (942)
Combined(1)....................... (746,800) (181,995) 4,489 (3,645) (1,514)
Net cash provided by (used in)
financing activities:
Trust............................. $ 667,938 $ 164,694 $(13,357) $(7,307) $ (850)
Corporation....................... 34,190 42,671 (4,577) (1,138) (816)
Combined(1)....................... 688,727 169,851 (13,969) (6,752) (1,255)
Cash distributions to
shareholders -- Trust(4).......... 46,218 9,265 $ 0 $ 0 $ 0
Cash distributions per share --
Trust(3)(4)....................... $ 1.36 $ 0.62 $ 0 $ 0 $ 0
</TABLE>
- ---------------
(1) The individual amounts with respect to the Trust and Corporation do not add
to Combined amounts due to accounting elimination entries.
(2) For the Trust, includes gains (losses) on sales in the amount of $4,290,000,
($125,000), $432,000, ($53,000) and ($791,000) for the years ended December
31, 1996, 1995, 1994, 1993 and 1992 respectively, and provisions for
investment losses of $759,000, $2,369,000 and $3,419,000 in the years ended
December 31, 1994, 1993 and 1992, respectively. For the Corporation,
includes gains on sales of $24,000, $74,000 and $4,000 for the years ended
December 31, 1994, 1993 and 1992, respectively.
21
<PAGE> 26
(3) As adjusted for a one-for-six reverse stock split in June 1995 and a
three-for-two stock split in January 1997.
(4) Presented only for the Trust, as the Corporation did not pay cash dividends
for the periods presented.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
HISTORICAL RESULTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
THE TRUST
Rents from the Corporation, which are based largely on hotel revenues,
increased $60.9 million for the year ended December 31, 1996, as compared to the
corresponding period of 1995. The increase was primarily the result of rents
earned by the Trust on 33 hotels containing approximately 9,700 rooms (the
"Acquired Hotels") acquired by the Trust since April 1995. The investment in 33
hotels (the 168-room Omni Europa acquired in April 1995; the 462-room Sheraton
Colony Square acquired in July 1995; the 224-suite Embassy Suites Tempe acquired
in July 1995; the 364-room Terrace Garden Inn, and 180-room Lenox Inn acquired
in October 1995; the 206-room Holiday Inn Calverton acquired in November 1995;
the 263-room Westin, Washington, D.C. acquired in January 1996; the 960-room
Boston Park Plaza acquired in January, 1996; the 442-room Clarion Hotel acquired
in April 1996; the three Doubletree Guest Suites hotels acquired in April 1996;
the 177-room Days Inn and 251-suite Doubletree Guest Suites acquired in July
1996; the Institutional Portfolio, the HOD Portfolio (excluding the 293-room
Radisson Marque which was acquired by the Corporation) and the 294-room Marriott
Forrestal Village acquired in August 1996, and the 121-room Doral Tuscany and
the 199-room Doral Court acquired in September 1996) accounted for increased
rents of $59.7 million for the year ended December 31, 1996, as compared to the
corresponding period in 1995. In addition, rents earned by the Trust from
continuously owned properties leased to the Corporation increased by $1.2
million for the year ended December 31, 1996, as compared to the corresponding
period in 1995.
Interest from the Corporation increased by $4.3 million for the year ended
December 31, 1996, as compared to the corresponding period of 1995. The increase
in interest income was primarily a result of interest on the mortgage interests
relating to the Milwaukee hotel which mortgage interests were purchased by the
Trust in July 1995 and interest on the first mortgage of the Midland Hotel,
which hotel was acquired by the Corporation in March 1996.
Interest from mortgage and other notes amounted to $11.2 million for the
year ended December 31, 1996 as compared to $10.8 million for the corresponding
period in 1995. The increase resulted from the purchase during the year of debt,
a portion of which is secured by the 305-room Holiday Inn in Milpitas,
California, offset in part by principal amortization.
Other income for the year ended December 31, 1996, includes a $290,000 gain
(net of related expenses) realized in conjunction with the sale of securities
which were purchased in contemplation of acquiring a portfolio of hotel
properties and $750,000 gain (net of related expenses) realized in connection
with the sale of other securities. Also included in other income is $314,500
recorded as a result of the Ross Litigation settlement (see Item 3 of Part I of
this Joint Annual Report).
Interest expense increased by $10.7 million for the year ended December 31,
1996, as compared to the corresponding period of 1995. The increase was due to
borrowings under the Lines of Credit, the Doral Mortgage and the BPP Mortgage,
used to acquire the above mentioned properties offset by the net proceeds from
the 1996 Offerings used to partially fund the acquisition of the above mentioned
properties.
Depreciation and amortization expense increased by $33.5 million during the
year ended December 31, 1996, as compared to the corresponding period of 1995,
principally due to the acquisition of the Acquired Hotels.
22
<PAGE> 27
Administrative and general expenses for the year ended December 31, 1996,
increased by $1.7 million to $4.1 million, as compared to $2.4 million for the
corresponding period of 1995. The increase resulted predominantly from expenses
incurred as a result of the Trust LTIP as well as costs incurred relating to the
investigation of hotels which ultimately were not acquired. Administrative and
general expenses includes payments of approximately $242,000 to Jeffrey C.
Lapin, a former President of the Trust pursuant to his separation agreement with
the Trust.
Minority interest represents primarily the interest of the Starwood
Partners in the Realty Partnership for the year ended December 31, 1996, and the
41.8% minority interest of a third-party in the joint venture that owns the
Boston Park Plaza hotel.
THE CORPORATION
Hotel revenues increased by $263.9 million for the year ended December 31,
1996, as compared to the corresponding period of 1995. The assumption of
management of the Acquired Hotels and the addition of the 652-room Doral Inn in
New York, New York; the 293-room Radisson Marque hotel in Winston-Salem, North
Carolina and the 257-room Midland Hotel in Chicago, Illinois resulted in
increases in hotel revenues of $249.1 million for the year ended December 31,
1996. The remaining increase of $14.8 million for the year ended December 31,
1996, is attributable to other continuously owned properties.
Hotel gross margin for the year ended December 31, 1996, was $110.1
million, or 28.6% of hotel revenues, as compared to $36.2 million, or 29.9% of
hotel revenues, for the same period of 1995. The decrease in gross margin was
primarily due to the increase in the food and beverage revenue component of
total hotel revenue resulting from the Company's continued investment in
full-service hotels offset, in part, by increases in REVPAR and the termination
of third-party management agreements.
Gaming revenues for the year ended December 31, 1996 as compared to the
corresponding period of 1995 decreased by $3.3 million to $23.6 million. Gaming
gross margin for the year ended December 31, 1996 was $1.8 million or 8% of
gaming revenues, as compared to $2.7 million or 10% of gaming revenues, for the
corresponding period in 1995.
The decrease in gaming revenues and the decline in gaming gross margin
predominately resulted from operations at Bourbon Street which was sold on
September 12, 1996. The real property of the other gaming asset, the King 8, was
also sold in 1996 for approximately $18.8 million. The sale of the personal
property of the King 8, for $3 million, will close following the receipt by the
purchaser or his designee of required gaming approval. HICN, a subsidiary of the
Corporation, leases the real property from the purchaser and has agreed to
continue to operate the hotel and casino while the purchaser obtains required
gaming licenses and approvals.
Management fees and other income for the year ended December 31, 1996,
includes $314,500 of income recorded as a result of the Ross Litigation
settlement (see Item 3 of Part I of this Joint Annual Report) and $953,500 of
management fee income from the joint venture that owns the Boston Park Plaza
hotel.
Administrative and general expenses for the year ended December 31, 1996,
increased to $12.4 million or 3.0% of revenues as compared to $3.3 million or
2.2% of revenues for the corresponding period of 1995. The increase was
primarily a result of increases in payroll costs commensurate with the Company's
growth, the assumption of management of hotels previously operated by
third-parties, and expenses incurred as a result of the Corporation LTIP.
Administrative and general expenses for the year ended December 31, 1996,
included a $1.9 million charge relating to costs relating to the relocation of
the corporate office from Los Angeles, California to Phoenix, Arizona.
Depreciation and amortization expense increased by $6.7 million for the
year ended December 31, 1996, as compared to the corresponding period of 1995.
The increase was primarily a result of depreciation relating to hotels acquired
by the Corporation.
Minority interest represents primarily the interest of the Starwood
Partners in the Operating Partnership and the 41.8% minority interest of a
third-party in the joint venture that owns the Boston Park Plaza hotel.
23
<PAGE> 28
Net income for the year ended December 31, 1996, includes an extraordinary
gain of $1.5 million before minority interest resulting from early
extinguishment of debt. The extraordinary gain resulted from the early payoff,
at a discount, of a note secured by the Milwaukee Marriott. In addition, the
Corporation purchased the remaining equity interest for $240,000 and became the
100% owner of the hotel.
For more information with respect to rent and interest paid to the Trust
during the years ended December 31, 1996 and 1995, see, "The Trust" immediately
above.
EXTERNAL GROWTH
During the year ended December 31, 1996, the Company acquired equity and
debt interests in 32 hotels containing more than 10,000 rooms at a combined cost
exceeding $840 million. Of the 32 hotels, the Company acquired equity interests
in 30 hotels as follows: the 263-room Grand Hotel (renamed the Westin Hotel) in
Washington, DC (January 1996); a 58.2% interest in the 960-room Boston Park
Plaza Hotel Complex in Boston, Massachusetts (January 1996); the 257-room
Midland Hotel in Chicago, Illinois (March 1996); the 442-room Clarion Hotel at
the San Francisco Airport in Milbrae, California (April 1996), the 260-suite
Doubletree Guest Suites hotel (renamed the Westin Hotel) in Tampa, Florida, the
254-suite Doubletree Guest Suites Hotel in Cypress Creek, Florida, and the
308-suite Doubletree Guest Suites Hotel in Irving, Texas (April 1996); the
251-suite Doubletree Guest Suites Hotel and the 177-room Days Inn, both located
at the Philadelphia Airport in Philadelphia, Pennsylvania (June 1996); the
Institutional Portfolio (August 1996); the HOD Portfolio (August 1996); the
294-room Marriott Forrestal Village in Princeton, New Jersey (August 1996); the
199-room Doral Court and 121-room Doral Tuscany in New York, New York (September
1996); and a 93.5% interest in the 257-room Westwood Marquis in Los Angeles,
California (December 1996).
INTERNAL GROWTH
On a same-store-sales basis, including the results of all hotels acquired
prior to December 31, 1996, for the period from their respective dates of
acquisition if acquired in 1996 as compared to the same period in 1995, REVPAR
for the year ended December 31, 1996, increased 9.2% (8.7% if the Dallas Park
Central, which underwent a substantial renovation in 1996 is included), from
$60.24 to $65.76 over the same period in 1995. The increase in REVPAR resulted
from an increase in ADR of 11.5%, from $82.96 to $92.54, while the occupancy
rate decreased by 1.5 percentage points.
The overall increase in REVPAR for the year ended December 31, 1996, was
largely attributable to the strong increase in REVPAR at the Company's upscale
hotels. These hotels experienced an increase in REVPAR of 10.4% for the year
ended December 31, 1996, as compared to the corresponding period of 1995. ADR
for the Company's upscale hotels increased 11%, for the year ended December 31,
1996, as compared to the corresponding period in 1995.
The following tables summarize average occupancy, ADR and REVPAR on a
year-over-year basis for the Company's 58 owned and operated (including owned
but third-party managed hotels and including the Acquired Properties and
properties acquired by the Corporation for the period beginning with their
respective dates of acquisition and ending at the end of each period; and
excluding the Westwood Marquis which was acquired on December 31, 1996),
non-gaming hotels for the year ended December 31, 1996 and 1995:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
---------------------
57 NON-GAMING HOTELS (EXCLUDING DALLAS PARK CENTRAL): 1996 1995
--------------------------------------------------------------- ------ ------
<S> <C> <C>
Occupancy rate................................................. 71.1% 72.6%
ADR............................................................ $92.54 $82.96
REVPAR......................................................... $65.76 $60.24
REVPAR % change................................................ 9.2%
</TABLE>
24
<PAGE> 29
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
---------------------
41 UPSCALE HOTELS: 1996 1995
--------------------------------------------------------------- ------ ------
<S> <C> <C>
Occupancy rate................................................. 72.1% 72.4%
ADR............................................................ $99.63 $89.73
REVPAR......................................................... $71.79 $65.00
REVPAR % change................................................ 10.4%
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
---------------------
16 MIDSCALE/ECONOMY HOTELS (EXCLUDING DALLAS PARK CENTRAL): 1996 1995
--------------------------------------------------------------- ------ ------
<S> <C> <C>
Occupancy rate................................................. 67.6% 73.2%
ADR............................................................ $66.52 $59.96
REVPAR......................................................... $45.00 $43.89
REVPAR % change................................................ 2.5%
</TABLE>
Management believes that increases in REVPAR resulted primarily from
increases in demand due to continued favorable economic conditions which have
resulted in increased business and leisure travel throughout the United States,
while the supply of hotel rooms has not increased as rapidly, particularly in
major urban locations. Revenue increases for the year were greatest at the
recently acquired properties in Atlanta, New York, San Diego, Chicago,
Philadelphia and Washington. REVPAR declined significantly at the Dallas Park
Central which was virtually closed for renovation. REVPAR at the Harvey Hotel in
Wichita, which is managed by a third-party, declined 10%.
Management believes that there are several important factors that have
contributed to the improved profitability of hotel properties, including
increased ADR and effective cost management. Because a substantial portion of
the hotels' operating costs and expenses are generally fixed, the Company
derives substantial operating leverage from increases in revenue. However, the
Company's continued investment in full-service properties has led to a larger
component of food and beverage revenue when compared to the same period last
year. Consequently, gross margins for the year ended December 31, 1996, declined
to 29% from 30% in the corresponding period in 1995.
During the year ended December 31, 1996, consistent with its business
objective to capture the economic benefits otherwise retained by a third-party
operator, the Company assumed management of a total of 29 hotels including 27
hotels acquired during the period and two properties acquired prior to January
1, 1996. Management believes that the assumption of direct control over the
operations of these hotels will allow the Company to effectively use the
experience of management to improve operations.
During the year ended December 31, 1996, the Company completed a $1.9
million renovation of the Riverside Inn in Portland, Oregon, and a $1.6 million
renovation of the Terrace Garden Inn in Atlanta, Georgia. The $12 million
renovation of the Dallas Park Central was substantially completed in 1996, and
on January 15, 1997, the property was renamed the Radisson Hotel. Other hotels
with significant renovations in progress at the end of the year include the
Sheraton Colony Square in Atlanta, Georgia ($6.5 million total renovation), and
the Westin in Washington, DC ($6.0 million total renovation). Both renovations
are expected to be completed by June 1997. The renovation for the Meany Tower
Hotel in Seattle, Washington, the Clarion Hotel at the San Francisco Airport,
the Radisson Hotel in Gainesville, Florida, the Doral Inn, the Doral Tuscany,
and the Doral Court in New York have also begun and should be completed in 1997
and 1998. In addition, the Boston Park Plaza's renovation is currently scheduled
to begin in November 1997, during a seasonally weak period.
SEASONALITY AND DIVERSIFICATION
Demand is affected by normally recurring seasonal patterns. Generally the
Company's portfolio of hotels as a whole has performed better in the second and
third quarters due to decreased travel in the winter months. Further
acquisitions may further affect the seasonality of the Company's current
portfolio. The Company has continued to implement a business strategy of
franchise and geographic diversification.
25
<PAGE> 30
COMBINED LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW PROVIDED BY OPERATING ACTIVITIES
The principal source of cash to be used to fund the Company's operating
expenses, interest expense, recurring capital expenditures and distribution
payments by the Trust will be cash flow provided by operating activities. The
Company anticipates that cash flow provided by operating activities will provide
the necessary funds on a short and long term basis to meet operating cash
requirements including all distributions to shareholders by the Trust. During
the first quarter of 1996, the Trust paid a distribution of $0.31 per share
(after giving effect to the three-for-two stock split in January 1997) for the
fourth quarter of 1995. During the second quarter of 1996, the Trust paid a
distribution of $0.31 per share (after giving effect to the three-for-two stock
split in January 1997) for the quarter ending March 31, 1996. During the third
quarter of 1996, the Trust paid a distribution of $0.33 per share (after giving
effect to the three-for-two stock split in January 1997) for the quarter ended
June 30, 1996. During the fourth quarter of 1996, the Trust paid a distribution
of $0.33 per share (after giving effect to the three-for-two stock split in
January 1997) for the quarter ended September 30, 1996, and declared a
distribution of $0.39 per share (after giving effect to the three-for-two stock
split in January 1997) for the quarter ended December 31, 1996. This
distribution was paid on January 27, 1997.
CASH FLOWS FROM INVESTING AND FINANCING ACTIVITIES
The Company intends to finance the acquisition of additional hotel
properties, hotel renovations and capital improvements and provide for general
corporate purposes through the Lines of Credit, through additional lines of
credit, and when market conditions warrant, to issue additional equity or debt
securities.
In March 1996, the Realty Partnership entered into the Term Loan to fund
the acquisition in March 1996 of the 257-room Midland Hotel in Chicago and, in
April 1996, the amount of the Term Loan was increased to $94 million. The Term
Loan is secured by nine properties of the Company on a cross-collateralized
basis but is non-recourse to the Realty Partnership. As of December 31, 1996,
the Realty Partnership had borrowed $94 million under the Term Loan, which
accrues interest at a rate equal to the one, two, or three-month LIBOR, at the
Company's option, plus (a) 1.95% for the first $24 million and (b) 1.75% for the
balance of the Term Loan. The Term Loan becomes due in April 1997.
In July 1996, the maturity date of the Mortgage Facility, which is secured
by six notes receivable, was extended from January 25, 1997, to July 25, 1997.
As of December 31, 1996, Realty had borrowed $70.6 million under the Mortgage
Facility.
In August 1996, the Company entered into the Goldman Facility for a
one-year (extendible to 18 months) loan of up to $300 million to fund a portion
of the acquisition cost of the HOD Portfolio and for general corporate purposes.
The Goldman Facility bears interest at one-month LIBOR plus 1.75% (2.75% during
the six month extension period) and is secured by interests in the Institutional
Portfolio and the HOD Portfolio. At December 31, 1996, the Company had borrowed
$140 million under the Goldman Facility.
On April 12, 1996, the Company completed a public offering of 3,000,000
Paired Shares at a net price to the Company of approximately $21.00 per share
(after giving effect to the three-for-two stock split in January 1997). The net
proceeds of approximately $62.4 million were used, in part, to fund the
acquisition of the 442-room Clarion Hotel at the San Francisco Airport and the
three Doubletree Guest Suite hotels located in Irving, Texas; Ft. Lauderdale,
Florida; and Tampa, Florida (renamed a Westin).
On August 12, 1996, the Company completed a public offering of 15,000,000
Paired Shares (after giving effect to the three-for-two stock split in January
1997) and on August 23, 1996, the underwriter exercised its over-allotment
option to purchase 1.2 million Paired Shares (after giving effect to the
three-for-two stock split in January 1997). Net proceeds of approximately $367.2
million were used to fund the acquisition of the Institutional Portfolio and the
balance was used to fund a portion of the acquisition of the HOD Portfolio. The
remaining portion of the HOD Portfolio was funded through the Goldman Facility.
As previously discussed, during the year, the Company completed a $1.9
million renovation of the Portland Riverside Inn, in Portland, Oregon, and a
$1.6 million renovation of the Terrace Garden Inn in Atlanta, Georgia.
26
<PAGE> 31
The $12 million renovation of the Dallas Park Central was substantially
completed in 1996, with completion expected in the first quarter of 1997. Other
hotels with significant renovations in progress at the end of 1996, include the
Sheraton Colony Square in Atlanta, Georgia; the Westin Hotel in Washington, DC;
the Meany Tower Hotel in Seattle, Washington; the Clarion Hotel at the San
Francisco Airport, the Radisson Hotel in Gainesville, Florida, the Doral Inn,
Doral Tuscany and Doral Court in New York, New York. The Company expects to
expend an aggregate of in excess of $100 million in 1997 including the hotels
mentioned above. Major and minor renovations, expansions and upgrades of other
hotels are also being contemplated. In addition, the Company intends to develop
new hotels on a selective basis. Sources of capital for major renovations,
expansions and upgrades of hotels as well as new construction are expected to
be: (i) excess funds from operations, (ii) additional debt financing, and (iii)
additional equity raised in the public and private markets.
As of the date this Joint Annual Report, since January 1, 1996, the Company
has invested over $1.2 billion in hotel assets (including approximately $27.8
million in capital expenditures for the year ended December 31, 1996). As part
of its investment strategy, the Company plans to acquire additional hotels.
Future acquisitions are expected to be funded through further draws under the
Lines of Credit, draws under new lines of credit, issuance of long-term debt on
either a secured or unsecured basis, issuance of limited partnership units in
the Realty Partnership and Operating Partnership exchangeable for Paired Shares
and the issuance of additional equity or debt securities. The Company intends to
incur additional indebtedness in a manner consistent with its policy of
maintaining a Ratio of Debt-to-Total Market Capitalization of not more than 50%.
On February 14, 1997, the Company issued 6,548,225 limited partnership units
(valued for purposes of the transaction at approximately $215 million)
exchangeable for Paired Shares and entered into a short term loan with The
Prudential Insurance Company of America in the principal amount of $97.5 million
(the "Prudential Loan") in order to partially fund the acquisition of the HEI
Portfolio. As of the date of this Joint Annual Report, the Company had borrowed
$72.0 million under the Prudential Loan, which bears interest at a rate of 7.0%
and is due April 15, 1997. The Company may elect to extend the maturity date to
May 14, 1997. Presently, the Company intends to make the election to extend the
maturity date.
On February 20, 1997, the Company issued bonds in the principal amount of
$39.5 million due October, 2013 (the "Tax Exempt Bonds"). The Tax Exempt Bonds
bear interest at a rate of 6.5% with no principal amortization, were issued at a
discount to yield 6.7% and are secured by two hotels of the Company located at
the Philadelphia International Airport. Net proceeds from the Tax Exempt Bonds
of approximately $37.6 million were used to partially fund the acquisition of
the 578-room Days Inn in Chicago, Illinois.
As of December 31, 1996 the Company had approximately $479.6 million of
debt outstanding. Approximately 93% of the Company's owned hotels were
encumbered by debt. The majority of the debt encumbering these assets is subject
to cross-collateralization and cross-default provisions. Although the Company's
governing documents do not provide any limitations on the incurrence of
indebtedness, management currently plans to maintain a Debt-to-Total Market
Capitalization Ratio (defined as total debt outstanding divided by the sum of
total debt outstanding and the fair market value of the Company's paired common
shares on a fully diluted basis, after giving effect to the conversion of the
Partnership units) of no more than 50%. During the year ended December 31, 1996,
the Company's Debt-to-Total Market Capitalization Ratio did not exceed 50%.
Management of each of the Trust and of the Corporation believes that it
will have access to capital resources sufficient to satisfy the cash
requirements of each of the Trust and the Corporation and to expand and develop
their business in accordance with their strategy for future growth.
FUNDS FROM OPERATIONS
Management believes that funds from operations ("FFO") is one measure of
financial performance of an equity REIT such as the Trust. Combined FFO (as
defined by the National Association of Real Estate
27
<PAGE> 32
Investment Trusts)(1) for the year ended December 31, 1996, grew by 150% to
$82.7 million, compared to combined FFO of $33.1 million for the corresponding
period in 1995. The following table shows the calculation of historical combined
FFO for the indicated periods:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-------------------
1996 1995
------- -------
(IN THOUSANDS)
<S> <C> <C>
Income before extraordinary item and minority interest........... $36,112 $18,138
Real estate related depreciation and amortization, net of
amortization of financing costs................................ 51,197 14,799
Minority interest -- Boston Park Plaza........................... (2,121) --
(Gain) loss on sales of hotel assets............................. (4,290) 125
Corporate relocation costs....................................... 1,850 --
------- -------
Funds From Operations............................................ $82,748 $33,062
======= =======
</TABLE>
FFO includes $3.1 million and $3.3 million of interest income recognized in
excess of the interest received on mortgage notes receivable (as a result of the
notes having been purchased at a discount) for the years ended December 31, 1996
and 1995, respectively.
HISTORICAL RESULTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
The following discussion and analysis of the historical results of
operations for the years ended December 31, 1995 and 1994, give effect to
transactions on the actual date they were consummated.
COMBINED FUNDS FROM OPERATIONS
Management believes that FFO is one measure of financial performance of an
equity REIT such as the Trust. Combined FFO for the year ended December 31,
1995, grew by 379% to $33.1 million on combined revenues of $161.7 million,
compared to combined FFO of $6.9 million on combined revenues of $114.0 million
for the comparable period in 1994. The following table shows the calculation of
historical combined FFO for the indicated periods:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-------------------
1995 1994
------- -------
(IN THOUSANDS)
<S> <C> <C>
Income before minority interest and extraordinary items.......... $18,138 $(4,663)
Shareholder litigation expense................................... -- 2,648
Provision for loss............................................... -- 759
Real estate related depreciation and amortization, net of
amortization of financing costs................................ 14,799 8,161
Loss on sales of hotel assets.................................... 125
------- -------
Funds From Operations............................................ $33,062 $ 6,905
======= =======
</TABLE>
- ---------------
(1) With respect to the presentation of FFO, management elected early adoption
of the "new definition" as recommended in the March 1995 NAREIT White Paper
on FFO beginning January 1, 1995. Management and industry analysts generally
consider funds from operations to be one measure of the financial
performance of an equity REIT that provides a relevant basis for comparison
among REIT's and it is presented to assist investors in analyzing the
performance of the Company. FFO is defined as income before minority
interest (computed in accordance with generally accepted accounting
principles), excluding gains (losses) from debt restructuring and sales of
property, and real estate related depreciation and amortization (excluding
amortization of financing costs). FFO does not represent cash generated from
operating activities in accordance with generally accepted accounting
principles and is not necessarily indicative of cash available to fund cash
needs. FFO should not be considered an alternative to net income as an
indication of the Company's financial performance or as an alternative to
cash flows from operating activities as a measure of liquidity.
28
<PAGE> 33
THE TRUST
Net income for the Trust for the year ended December 31, 1995, was $10.7
million as compared to a loss of $3.5 million in the prior year. Rents from the
Corporation, which are primarily based on hotel revenues, increased $9.8 million
to $26.7 million for the year ended December 31, 1995, as compared to the
corresponding period in 1994. The increase was primarily the result of rents
earned by the Realty Partnership on four hotels contributed by the Starwood
Partners to the Realty Partnership and the Operating Partnership effective
January 1, 1995, and seven additional hotels acquired during the year ended
December 31, 1995. The four contributed hotels (the Doubletree Hotel in Rancho
Bernardo, California; Capitol Hill Suites in Washington, DC; the Harvey Wichita
in Wichita, Kansas; and the French Quarter Suites in Lexington, Kentucky) and
the seven hotels acquired during the year accounted for increased rents of $9.5
million for the year. In addition, rents earned by the Trust from continuously
owned properties leased by the Corporation increased $838,000. These increases
were offset by a decrease in rents of $543,000 resulting from the sale of hotels
in Austin, Texas (May 1994), Brunswick, Georgia (August 1994), New Port Richey,
Florida (August 1994), Fayetteville, North Carolina (November 1994) and
Jacksonville, Florida (November 1994).
Interest from the Corporation increased by $3.0 million to $4.8 million for
the year ended December 31, 1995, as compared to the corresponding period in
1994. The increase in interest income resulted primarily from (i) interest on
the intercompany mortgage note relating to the Doral Inn from September 20,
1995, to the end of the year; (ii) interest on unsecured notes from the
Corporation having an average balance of $11.1 million and bearing interest at
prime plus two percent for the year ended December 31, 1995, (a moratorium on
the payment of interest on such unsecured notes was in effect throughout 1994);
and (iii) interest on the first mortgage of the Milwaukee Marriott Hotel (then
owned by a partnership of which the Operating Partnership was the sole general
partner) which was purchased by the Realty Partnership in July 1995.
Interest from mortgage and other notes amounted to $10.8 million for the
year ended December 31, 1995, as compared to $1.5 million for the corresponding
period in 1994. The increase primarily resulted from the contribution of notes
receivable by the Starwood Partners to the Realty Partnership in the
Reorganization, together with interest earned on the mortgage note receivable
relating to the Westin Hotel in Washington, D.C., purchased in September 1995.
Other income for the year ended December 31, 1995, of $1.1 million resulted
primarily from the retention of a $500,000 deposit related to the proposed sale
of Bourbon Street and the receipt of $289,000 and $48,000 of proceeds relating
to land comprising part of the King 8 and Bourbon Street, respectively, which
was transferred pursuant to eminent domain proceedings.
The Trust and the Corporation evaluate the carrying values of each of their
hotel assets and compare these values to the net book values of the hotel
assets. For hotel assets not held for sale, the expected undiscounted future
cash flows of the assets (generally over a six-year period), are compared to the
net book value of the assets. If the expected undiscounted future cash flows are
less than the net book value of the assets, the excess of the net book value
over the estimated fair value is charged to current earnings. When an asset is
identified by management as held for sale, the Company discontinues depreciation
and estimates the fair value of such assets. If in management's opinion the fair
value of a hotel asset which has been identified for sale is less than the net
book value of the asset, a reserve for loss is established. Fair value is
determined based upon the discounted cash flow of the properties at rates deemed
reasonable for the type of property and prevailing market conditions, and, if
appropriate, current estimated net sales proceeds from pending offers. A gain or
loss is recorded to the extent the amounts ultimately received differ from the
adjusted book values of the hotel assets. Gains on sales of hotel assets are
recognized at the time the hotel assets are sold provided there is reasonable
assurance of the collectibility of the sales price and any future activities to
be performed by the Company relating to the hotel assets sold are insignificant.
Based on the foregoing methodology, a provision for loss in the amount of
$759,000 was recorded in 1994.
Interest expense decreased by $3.8 million to $12.4 million for the year
ended December 31, 1995, as compared to the corresponding period in 1994. The
decrease was due to the repayment of approximately $206.5 million of existing
indebtedness following the completion of a public offering on July 6, 1995, of
29
<PAGE> 34
17,681,250 Paired Shares (after giving effect to the three-for-two stock split
in January 1997) at a price of $15.33 per Paired Share, which raised
approximately $245.7 million in net proceeds and to the retiring of mortgage
notes in 1995, which were secured by the Embassy Suites Hotel in Phoenix,
Arizona, and the Bay Valley Resort in Bay City, Michigan, and was partially
offset by the assumption of additional notes payable by the Realty Partnership
in the Reorganization, three of which were also repaid during 1995.
Depreciation and amortization expense increased by $3.8 million for the
year ended December 31, 1995, as compared to the corresponding period in 1994,
principally due to the above mentioned property contributions and acquisitions
and to the amortization of reorganization and financing costs which were
partially offset by the above mentioned property sales.
Administrative and general expenses for the year ended December 31, 1995
increased $856,000 to $2.4 million reflecting increased payroll costs due to the
growth of the Trust and costs incurred relating to the potential acquisition of
hotels which ultimately were not acquired.
Minority interest represents the interest of the Starwood Partners in the
Realty Partnership for the year ended December 31, 1995.
During 1995, the Trust recognized an extraordinary loss of $2.2 million net
of minority interests of $163,000 relating to two items:
(a) An extraordinary loss before minority interest of $3.6 million due
to the early extinguishment of debt in respect of a loan agreement which
was terminated during the year; and
(b) An extraordinary gain before minority interest of $1.3 million
relating to the reversal of outstanding amounts accrued in 1993, due to the
early extinguishment of debt.
THE CORPORATION
Hotel revenues increased by $38.6 million for the year ended December 31,
1995, as compared to the corresponding period in 1994. The addition of the four
contributed properties and the seven acquired properties as discussed above
resulted in increases in hotel revenues of $42.2 million for the year ended
December 31, 1995. This increase was offset by the hotel sales discussed above
resulting in decreased revenues of $7.2 million. The remaining increase of $3.6
million for the year ended December 31, 1995, is attributable to other
continuously owned properties.
Gaming revenues for the year ended December 31, 1995, as compared to the
year ended December 31, 1994, decreased by $1.1 million to $26.9 million.
Included in other income for the year ended December 31, 1995, is $800,000
received by the Corporation as a result of the termination of management
contracts in connection with the settlement of certain shareholder actions
against former officers of Starwood Lodging (see Item 3 of Part I).
Administrative and general expenses increased by $653,000 for the year
ended December 31, 1995, as compared to the corresponding period in 1994. The
increase was primarily the result of increases in payroll costs due to the
Corporation's growth.
Depreciation and amortization expense increased by $3.5 million for the
year ended December 31, 1995, as compared to the corresponding period in 1994.
The increase was primarily the result of the hotels contributed by Starwood
Capital in connection with the Reorganization and those hotels acquired by
Starwood Lodging and amortization of Reorganization costs as discussed above.
Minority interest represents the interest of the Starwood Partners in the
Operating Partnership for the year ended December 31, 1995.
For information with respect to rent and interest paid to the Trust during
the years ended December 31, 1995 and 1994, see "The Trust" immediately above.
30
<PAGE> 35
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements and supplementary data required by this Item are
included in Item 14 of this Joint Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
N/A
PART III
ITEM 10. TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS.
TRUSTEES AND EXECUTIVE OFFICERS OF THE TRUST
The following table sets forth, for each of the members of the Trust's
Board of Trustees as of the date of this Joint Annual Report, the class of
Trustees to which such Trustee has been elected, the name and age of such
Trustee, the principal occupation or employment of such Trustee during the past
five years and the principal business of such Trustee's employer, other
directorships held by such Trustee and the year in which such Trustee first
became a Trustee of the Trust.
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE TRUSTEE SINCE
- ------------------------------ --------------------------------------------- --------------
<S> <C> <C>
TRUSTEES WHOSE TERMS EXPIRE AT THE 1997 ANNUAL MEETING
Bruce W. Duncan (45).......... President and Chief Executive Officer of The August 1995
Cadillac Fairview Corporation Limited since
December 1995. From October 1994 to December
1995, President of Blakely Capital, Inc., a
private
firm focusing on investments in real estate
and telecommunications. From 1992 to April
1994, Mr. Duncan was President and Co-Chief
Executive Officer of JMB Institutional Realty
Corporation and from 1984 to 1991 Executive
Vice President of JMB Realty Corporation.
Daniel H. Stern (36).......... President of Ziff Brothers Investments, August 1995
L.L.C., a diversified New York based
investment management firm. Prior to
co-founding Ziff Brothers Investments in
December 1992, Mr. Stern was the Co-Managing
Director of William A.M. Burden & Co., a
private investment management firm where he
was responsible for asset allocation and
investment policy. Mr. Stern is a member of
the Board of Directors of Westin Hotel
Company and a Trustee of Big Apple Circus.
</TABLE>
31
<PAGE> 36
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE TRUSTEE SINCE
- ------------------------------ --------------------------------------------- --------------
<S> <C> <C>
Barry S. Sternlicht (36)...... Chairman and Chief Executive Officer of the December 1994
Trust. He is founder and General Manager of
Starwood Capital Group, L.L.C., (and
co-founder of its predecessor entities in
1991) and has been the President and CEO of
Starwood Capital Group, L.P. since its
formation in 1991. Mr. Sternlicht is
currently a member of the Management
Committee of SLC Operating Limited
Partnership and, upon receipt of Gaming
Approval, a director of the Corporation, is a
Trustee of each of Equity Residential
Properties Trust, a multi-family REIT, and
Angeles Participating Mortgage Trust, a REIT,
and a director of Westin Hotel Company and
U.S. Franchise Systems. Mr. Sternlicht is on
the Board of Governors of NAREIT and is a
member of the Urban Land Institute and of the
National Multi-Family Housing Council. Mr.
Sternlicht is a member of the Board of
Directors of the Council for Christian and
Jewish Understanding, is a member of the
Young Presidents Organization and is on the
Board of Directors of Junior Achievement for
Fairfield County, Connecticut.
TRUSTEES WHOSE TERMS EXPIRE AT 1998 ANNUAL MEETING
Madison F. Grose (43)......... Executive Vice President, Managing Director December 1994
and General Counsel of Starwood Capital
Group, L.L.C. (and its predecessor entities)
since July 1992. From November 1983 through
June 1992, he was a Partner in the law firm
of Pircher, Nichols & Meeks. Mr. Grose is
currently a Trustee of Angeles Participating
Mortgage Trust.
William E. Simms (52)......... President of the Risk Management Product August 1995
Services Group, Transamerica Life Companies
and a member of its board of directors. Over
the past 24 years, he has held various other
management positions with that company. He is
active in civic organizations; he is Chairman
of the Charlotte-Mecklenburg County Urban
League and the Charlotte-Mecklenburg Arts and
Science Council, and he is a member of the
board of directors of the Mecklenburg County
United Way and the Mecklenburg Hospital
Authority. He is part owner of the Carolina
Panthers National Football League team. Mr.
Simms is a director of NationsBank N.A.
</TABLE>
32
<PAGE> 37
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE TRUSTEE SINCE
- ------------------------------ --------------------------------------------- --------------
<S> <C> <C>
Gary M. Mendell (40).......... President of Starwood Lodging Trust since February 1997
February 1997. Prior to joining the Trust,
Mr. Mendell co-founded HEI Hotels, L.L.C., a
hotel operating company based in Westport
Connecticut, which specializes in the
management and ownership of full-service
hotels, and served as its Chief Executive
Officer, Chairman and President from 1985
through February 1997.
TRUSTEES WHOSE TERMS EXPIRE AT 1999 ANNUAL MEETING
Steven R. Goldman (35)........ Senior Vice President of the Trust since September 1996
September 1996. Mr. Goldman served as Senior
Vice President of the Corporation from March
1995 to September 1996 and as a member of the
Management Committee of SLC Operating Limited
Partnership from December 1994 to September
1996. Mr. Goldman was a Vice President of
Starwood Capital Group, L.P. (predecessor of
Starwood Capital Group, L.L.C.), specializing
in hotel acquisitions and hotel asset
management, from August 1993 to February
1995. From 1990 to 1993, he was Senior
Development Manager of Disney Development
Company, the real estate investment
development and management division of Walt
Disney Company.
Stephen R. Quazzo (37)........ Managing Director and co-founder of August 1995
Transwestern Investment Company, L.L.C., a
real estate principal investment firm, since
March 1996. Prior thereto Mr. Quazzo was
President of Equity Institutional Investors,
Inc. a subsidiary of Equity Group
Investments, Inc., a Chicago based holding
company controlled by Samuel Zell. Mr. Quazzo
is an advisory board member of City Year
Chicago, is a member of the Pension Real
Estate Association (PREA) and serves on the
Commercial and Retail Council of the Urban
Land Institute (ULI).
Roger S. Pratt (44)........... Managing Director and Senior Portfolio February 1997
Manager of Prudential Real Estate Investors.
Since January 1992, Mr. Pratt has been the
portfolio manager for PRISA II, a real estate
fund managed by Prudential Real Estate
Investors for pension fund clients. Mr. Pratt
has been with Prudential for fifteen years,
serving in a variety of roles in development,
asset management, hotel management and
administration. Mr. Pratt is a member of the
American Institute of Certified Planners and
serves on the Multi-Family Council of the
Urban Land Institute.
</TABLE>
33
<PAGE> 38
The following table includes certain information with respect to the
current executive officers of the Trust other than Messrs. Sternlicht, Mendell,
and Goldman:
<TABLE>
<CAPTION>
NAME AGE POSITION(S) WITH THE TRUST
- ------------------------------ --- ------------------------------------------------
<S> <C> <C>
Ronald C. Brown............... 42 Senior Vice President and Chief Financial
Officer
</TABLE>
Ronald C. Brown. Mr. Brown has been Senior Vice President and Chief
Financial Officer of the Trust since July 1995. Prior to joining the Trust, Mr.
Brown was President of Sonoran Hotel Advisors, L.L.C., a hotel REIT advisory
firm from August 1994 to July 1995. From December 1993 to August 1994, Mr. Brown
was President of Doubletree Corporation, a public hotel operating company. From
December 1990 to December 1993, Mr. Brown was Executive Vice
President -- Finance & Planning and CFO and then from April 1992, Chairman and
CEO of Doubletree Hotels Corporation. From March 1988 to April 1992, Mr. Brown
was Vice President -- Finance & Accounting and CFO, and then Executive Vice
President and CFO for Canadian Pacific Hotels Corporation, a hotel operating
company.
The executive officers of the Trust serve at the pleasure of the Board of
Trustees. There is no family relationship among any of the Trustees or executive
officers of the Trust.
DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION
The current Board of Directors of the Corporation consists of Earle F.
Jones, Bruce M. Ford, and Graeme W. Henderson. In addition, the stockholders of
the Corporation have elected Mr. Sternlicht and Daniel W. Yih, Jean-Marc Chapus,
Eric A. Danziger, Michael A. Leven and Jonathan D. Eilian as directors of the
Corporation to take office upon the receipt of necessary regulatory approvals
from the Nevada Gaming Authorities ("Gaming Approval"). Gaming Approval is
expected to be received by the end of 1997. Messrs. Henderson and Ford have
indicated their intention to resign from the Board of Directors of the
Corporation when the required Gaming Approval is received.
Pending receipt of any required Gaming Approval, the current Directors of
the Corporation are continuing as such and the Operating Partnership is being
managed by a management committee (the "Management Committee") consisting of the
current Directors of the Corporation as well as the additional persons elected
to take office upon receipt of any required Gaming Approval. While awaiting
Gaming Approval, the Corporation's existing management and Board of Directors
will be responsible for the operation and control of the gaming assets of the
Corporation, and the other Management Committee members will be prohibited from
any influence or control of the gaming assets.
The following table sets forth, for each of the current members of the
Corporation's Board of Directors as of the date of this Joint Annual Report, the
name and age of such Director, the principal occupation or employment of such
Director during the past five years and the principal business of such
Director's employer, other directorships held by such Director and the year in
which such Director first became a Director of the Corporation. The terms of
each of such Directors will expire at the 1998 Annual Meeting.
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DIRECTOR SINCE
- ------------------------------ --------------------------------------------- --------------
<S> <C> <C>
Bruce M. Ford (57)............ President of FST and Associates and President September 1983
of F.K.B. Management Corporation, hotel and
restaurant management companies, since 1988.
Member of Gibson 25 Associates, LLC, a hotel
developer, since March 1995. President of
Ford Management Corporation, a hotel/motel
management and development company since June
1988. Prior to that time, Mr. Ford was Senior
Vice President of Operations of Ramada Inns.
</TABLE>
34
<PAGE> 39
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DIRECTOR SINCE
- ------------------------------ --------------------------------------------- --------------
<S> <C> <C>
Graeme W. Henderson (63)...... Chairman of the Trust from July 1989 to September 1986
December 1994 and Trustee of the Trust from
September 1986 to December 1994. He has been
a private investor since January 1990. Prior
to January 1990, Mr. Henderson was President
of Henderson Consulting, Inc., a private
financial consulting firm. Mr. Henderson has
been President of Capstan, Inc. (formerly
Seymour, Inc.), a manufacturer of machine
tool controls, since 1982. Mr. Henderson is
currently a director of Capital Southwest
Corporation.
Earle F. Jones (70)........... Mr. Jones is the Chairman of the Board of September 1985
Directors of the Corporation since February
1989. He is Co-Chairman since 1988 of MMI
Hotel Group, a hotel company. From 1967 to
1968, Mr. Jones was President of the
International Association of Holiday Inns and
served two terms as a director. Mr. Jones is
a Trustee and Chairman of Communications
Improvement Trust, whose beneficiaries are
public broadcasting and Tougaloo College
Trust, a member of the Board of Trustees for
Millsaps College and the Catholic Foundation
and Co-Chairman of the Mississippi Olympic
Committee. Mr. Jones is a general partner of
Orlando Plaza Suite Hotel, Ltd-A which filed
a petition under Chapter 11 of the U.S.
Bankruptcy Code in May 1996. An order
confirming the debtor's plan of
reorganization was issued by the court on
January 27, 1997.
</TABLE>
The following table sets forth, for each of the current members of the
Management Committee (other than Messrs. Ford, Henderson, and Jones) who will
become Directors of the Corporation upon receipt of any required Gaming
Approval, the name and age of such member, the principal occupation or
employment of such member during the past five years and the principal business
of such member's employer, other directorships held by such member and the year
in which such member first became a member of the Management Committee.
<TABLE>
<CAPTION>
MEMBER OF
PRINCIPAL OCCUPATION AND BUSINESS MANAGEMENT
NAME AND AGE EXPERIENCE COMMITTEE SINCE
- --------------------------------- ------------------------------------------- ----------------
<S> <C> <C>
MEMBERS WHOSE TERMS EXPIRE AT THE 1997 ANNUAL MEETING
Jonathan D. Eilian (29).......... Managing Director of Starwood Capital August 1995
Group, L.L.C. (and a senior executive of
its predecessor entities) since its
formation in September 1991. Prior to being
a founding member of Starwood Capital, Mr.
Eilian served as an Associate for JMB
Realty Corporation, a real estate
investment firm, and for The Palmer Group,
L.P., a private investment firm
specializing in corporate acquisitions.
</TABLE>
35
<PAGE> 40
<TABLE>
<CAPTION>
MEMBER OF
PRINCIPAL OCCUPATION AND BUSINESS MANAGEMENT
NAME AND AGE EXPERIENCE COMMITTEE SINCE
- --------------------------------- ------------------------------------------- ----------------
<S> <C> <C>
Barry S. Sternlicht (36)......... Chairman and Chief Executive Officer of the December 1994
Trust. He is founder and General Manager of
Starwood Capital Group, L.L.C., (and
co-founder of its predecessor entities in
1991) and has been the President and CEO of
Starwood Capital Group, L.P. since its
formation. Mr. Sternlicht is currently a
Trustee of the Trust, a Trustee of each of
Equity Residential Properties Trust, a
multi- family REIT, and Angeles
Participating Mortgage Trust, a REIT, and
is a director of each of Westin Hotel
Company and U.S. Franchise Systems. Mr.
Sternlicht is on the Board of Governors of
NAREIT and is a member of the Urban Land
Institute and of the National Multi-Family
Housing Council. Mr. Sternlicht is a member
of the Board of Directors of the Council
for Christian and Jewish Understanding, is
a member of the Young Presidents
Organization and is on the Board of
Directors of Junior Achievement for
Fairfield County, Connecticut.
MEMBER WHOSE TERM EXPIRES AT THE 1998 ANNUAL MEETING
Daniel W. Yih (38)............... A general partner of Chilmark Partners, August 1995
L.P. since June 1995. Mr. Yih served as
interim Chief Financial Officer of Midway
Airlines (from September 1995 to December
1995), President of Merco-Savory, Inc., a
manufacturer of food preparation equipment
(from March 1995 to June 1995) and as a
senior executive of Welbilt Corporation
(from September 1993 to March 1995).
MEMBERS WHOSE TERMS EXPIRE AT THE 1999 ANNUAL MEETING
Jean-Marc Chapus (37)............ Managing Director and Portfolio Manager of August 1995
Trust Company of the West since March 1995.
Prior to that time he was a Managing
Director and Principal of Crescent Capital
Corporation with primary responsibility for
the firm's private lending and private
placement activities.
Eric A. Danziger (42)............ President and Chief Executive Officer of September 1996
the Corporation since July 1996. Mr.
Danziger has been in the hotel industry for
over 26 years. Prior to joining the
Corporation, he served as the Executive
Vice President of Wyndham Hotel Corporation
and President of Wyndham Hotels and Resorts
Division from August 1990 to June 1996.
</TABLE>
36
<PAGE> 41
<TABLE>
<CAPTION>
MEMBER OF
PRINCIPAL OCCUPATION AND BUSINESS MANAGEMENT
NAME AND AGE EXPERIENCE COMMITTEE SINCE
- --------------------------------- ------------------------------------------- ----------------
<S> <C> <C>
Michael A. Leven (59)............ President and Chief Executive Officer of August 1995
U.S. Franchise Systems, a hotel franchising
and development company, since October
1995. From November 1990 to September 1995,
Mr. Leven was President and Chief Operating
Officer of Holiday Inn Worldwide. Mr. Leven
is a director of U.S. Franchise Systems.
Mr. Leven is also a member of the Board of
Governors of the American Red Cross and a
Trustee of National Realty Trust.
</TABLE>
The following table includes certain information with respect to each of
the Corporation's current executive officers other than Mr. Danziger:
<TABLE>
<CAPTION>
NAME AGE POSITION(S) WITH THE CORPORATION
- --------------------------------- --- ------------------------------------------------------
<S> <C> <C>
Theodore W. Darnall.............. 39 Executive Vice President and Chief Operating Officer
Alan M. Schnaid.................. 30 Vice President and Corporate Controller
</TABLE>
Theodore W. Darnall. Mr. Darnall has served as the Executive Vice
President and Chief Operating Officer of the Corporation since April 1996. Prior
to joining the Corporation, Mr. Darnall served as the Senior Vice
President -- Operations of Interstate Hotel Company from August 1995 to April
1996. From 1989 to August 1995, Mr. Darnall served as the Regional Vice
President -- Operations of Interstate Hotel Company.
Alan M. Schnaid. Mr. Schnaid has been with the Corporation since August
1994 and has been a Vice President since July 1996 and Corporate Controller
since February 1996. He is a Certified Public Accountant. Mr. Schnaid was
employed by Mazars and Company, an international accounting firm from January
1993 to August 1994 and by Kenneth Leventhal and Company, a national real estate
accounting firm from January 1991 to January 1993.
The executive officers of the Corporation serve at the pleasure of the
Board of Directors. There is no family relationship among any of the Directors
or executive officers of the Corporation.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
THE TRUST
The following table provides certain summary information concerning the
compensation paid for the fiscal years ended December 31, 1996, 1995 and 1994 to
the Trust's Chief Executive Officer and each other executive officer of the
Trust whose total compensation for 1996 exceeded $100,000 for services rendered
in all capacities to the Trust.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION RESTRICTED ---------------------
-------------------- STOCK SECURITIES UNDERLYING
YEAR SALARY($) BONUS($) AWARD(S)($) OPTIONS/SARS(#)(1)(2) COMPENSATION($)
----- --------- -------- ----------- --------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Barry S. Sternlicht..... 1996 181,252 250,000 956,250(3) 1,554,000
Chairman and Chief 1995 91,667 150,000 625,500
Executive Officer
Jeffrey C. Lapin(4)..... 1996 281,250 7,500 75,000(5)
President and Chief 1995 199,167 75,000 110,500
Operating Officer 1994 190,000 75,000 3,000(6)
</TABLE>
37
<PAGE> 42
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION RESTRICTED ---------------------
-------------------- STOCK SECURITIES UNDERLYING
YEAR SALARY($) BONUS($) AWARD(S)($) OPTIONS/SARS(#)(1)(2) COMPENSATION($)
----- --------- -------- ----------- --------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Brown......... 1996 175,000 100,000 540,000(7) 85,500 187,513(8)
Senior Vice President 1995 66,666 65,000 82,500
and Chief Financial
Officer
Steven R. Goldman(9).... 1996 43,750 75,000 900,000(10) 90,000 58,862(11)
Senior Vice President
</TABLE>
- ---------------
(1) For information with respect to these options, see "Option Exercises and
Holdings" below.
(2) Adjusted for three-for-two stock split which occurred in January 1997.
(3) At December 31, 1996, Mr. Sternlicht had restricted stock awards of 45,000
Paired Shares (after giving effect to the three-for-two stock split in
January 1997) with a value of $1,653,750. Mr. Sternlicht's restricted stock
awards are in the form of two warrants to purchase 22,500 Paired Shares
each at an exercise price of $0.67 per Paired Share (after giving effect to
the three-for-two stock split in January 1997). One warrant was exercisable
immediately (the "1996 Warrant") and one became exercisable on January 1,
1997 (the "1997 Warrant"). Any Paired Shares purchased upon exercise of
such a warrant will vest ratably over the balance of the year in which the
warrant first became exercisable, to the extent Mr. Sternlicht has not
theretofore resigned or been discharged for "cause." Exercise of the 1997
Warrant is also subject to the condition that Mr. Sternlicht not have
previously resigned or been discharged for "cause." All Paired Shares
purchased upon exercise of either the 1996 Warrant or the 1997 Warrant are
non-transferable prior to February 21, 1998. Dividends will be paid with
respect to the Paired Shares but not the warrants subject to such
restricted stock awards. Mr. Sternlicht also has an economic interest in
the restricted stock award granted by the Trust to Starwood Capital. See
"-- Compensation Committee Interlocks and Insider Participation."
(4) Mr. Lapin resigned as an officer of the Trust in June 1996.
(5) Amount shown reflects cash paid for severance.
(6) Adjusted for one-for-six reverse stock split which occurred in June 1995.
(7) At December 31, 1996, Mr. Brown had a restricted stock award of 22,500
Paired Shares (after giving effect to the three-for-two stock split in
January 1997), with a value of $826,875. Such restricted stock award vests
as to one-third of such amount on August 12, 1997, as to an additional
one-third of such amount on August 12, 1998, and as to the remaining amount
on August 12, 1999. Dividends will be paid with respect to the Paired
Shares subject to such restricted stock award.
(8) Amount shown reflects $163,963 for taxable relocation reimbursement and
$23,550 for dividends on restricted Paired Shares which were not vested at
December 31, 1996.
(9) Mr. Goldman became an officer of the Trust in September 1996. Prior to
September 1996, Mr. Goldman was an officer of the Corporation. During 1996,
the Corporation paid Mr. Goldman $131,250 in salary, a bonus of $25,000 and
$24,500 for dividends on restricted Paired Shares which were not vested at
December 31, 1996.
(10) At December 31, 1996, Mr. Goldman had a restricted stock award of 37,500
Paired Shares (after giving effect to the three-for-two stock split in
January 1997), with a value of $1,378,125. Such restricted stock award
vests as to one-third of such amount on August 12, 1997 as to an additional
one-third of such amount on August 12, 1998, and as to the remaining amount
on August 12, 1999. Dividends will be paid with respect to the Paired
Shares subject to such restricted stock award.
(11) Amount shown reflects $44,112 for taxable relocation reimbursement and
$14,750 for dividends on restricted Paired Shares which were not vested at
December 31, 1996.
THE CORPORATION
The following table provides certain summary information concerning the
compensation paid for the fiscal years ended December 31, 1996, 1995 and 1994,
to the Corporation's Chief Executive Officer and each other executive officer of
the Corporation whose total compensation for 1996 exceeded $100,000 for services
rendered in all capacities to the Corporation.
38
<PAGE> 43
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------
--------------------- RESTRICTED SECURITIES UNDERLYING
YEAR SALARY($) BONUS($) STOCK AWARD($) OPTIONS/SARs(#)(1)(2) COMPENSATION($)
----- --------- -------- -------------- --------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Eric A. Danziger(3)....... 1996 175,711 150,000 2,371,954(4) 300,000 306,212(5)
President and Chief
Executive Officer
Theodore W. Darnall(6).... 1996 191,790 137,500 1,033,946(7) 150,000 89,154(8)
Executive Vice President
and Chief Operating
Officer
Steven R. Goldman(9)...... 1996 131,250 25,000 24,500(10)
Senior Vice President 1995 114,583 75,000 69,000 19,800(11)
Alan M. Schnaid(12)....... 1996 85,228 22,500 9,750 69,918(13)
Vice President 1995 55,000 8,500 6,750
1994 18,205 2,000
</TABLE>
- ---------------
(1) For information with respect to these options, see "Options Exercises and
Holdings" below.
(2) Adjusted for three-for-two stock split which occurred January 1997.
(3) Mr. Danziger became an officer of the Corporation in July 1996.
(4) At December 31, 1996, Mr. Danziger had a restricted stock award of 100,222
Paired Shares (after giving effect to the three-for-two stock split in
January 1997), with a value of $3,683,158. Such restricted stock award
vests as to one-third of such amount on July 8, 1997, as to an additional
one-third of such amount on July 8, 1998, and as to the remaining amount on
July 8, 1999. Dividends will be paid with respect to the Paired Shares
subject to such restricted stock award.
(5) Amount shown reflects $201,312 for taxable relocation reimbursement and
$104,900 for dividends on restricted Paired Shares which were not vested at
December 31, 1996.
(6) Mr. Darnall became an officer of the Corporation in April 1996.
(7) At December 31, 1996, Mr. Darnall had a restricted stock award of 45,283
Paired Shares (after giving effect to the three-for-two stock split in
January 1997), with a value of $1,664,150. Such restricted stock award
vests as to one-third of such amount on May 9, 1997, as to an additional
one-third of such amount on May 9, 1998, and as to the remaining amount on
May 9, 1999. Dividends will be paid with respect to the Paired Shares
subject to such restricted stock award.
(8) Amount shown reflects $41,758 for taxable relocation reimbursement and
$47,396 for dividends on restricted Paired Shares which were not vested at
December 31, 1996.
(9) Mr. Goldman resigned as an officer of the Corporation in September 1996, at
which time he became an officer of the Trust. During 1996, the Trust paid
Mr. Goldman $43,750 in salary, a bonus of $75,000, $14,750 for dividends on
restricted Paired Shares which were not vested at December 31, 1996, and
$44,112 for taxable relocation reimbursement.
(10) Amount shown reflects $24,500 for dividends on restricted Paired Shares
which were not vested at December 31, 1996.
(11) Amount shown reflects cash paid by the Corporation for housing allowance.
(12) Mr. Schnaid joined the Corporation in August 1994.
(13) Amount shown reflects $46,635 for relocation allowance and $23,303 for
taxable relocation reimbursement.
OPTION GRANTS
The following table shows, as to each executive officer of the Trust and
the Corporation named in the Summary Compensation Tables above, information
concerning the options granted to that officer during the year ended December
31, 1996.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
% OF TOTAL AT ASSUMED ANNUAL RATES
NUMBER OF OPTIONS/ OF STOCK PRICE
SECURITIES SARS GRANTED TO APPRECIATION
UNDERLYING EMPLOYEES IN FOR OPTION TERM
OPTIONS/ LAST FISCAL EXERCISE PRICE ------------------------
NAME SARS GRANTED(#)(1) YEAR ($/SH)(2) EXPIRATION DATE 5%($) 10%($)
- --------------------- ------------------ --------------- -------------- ---------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Barry S.
Sternlicht......... 120,000(3) 4.25 22.00 April 30, 2006 1,522,843 3,786,484
9,000(4) 0.32 24.25 June 30, 2006 128,712 321,561
975,000(5) 34.5 23.92 August 12, 2006 13,965,995 35,008,635
450,000(6) 15.9 23.92 August 12, 2006 6,445,844 16,157,832
</TABLE>
39
<PAGE> 44
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
% OF TOTAL AT ASSUMED ANNUAL RATES
NUMBER OF OPTIONS/ OF STOCK PRICE
SECURITIES SARS GRANTED TO APPRECIATION
UNDERLYING EMPLOYEES IN FOR OPTION TERM
OPTIONS/ LAST FISCAL EXERCISE PRICE ------------------------
NAME SARS GRANTED(#)(1) YEAR ($/SH)(2) EXPIRATION DATE 5%($) 10%($)
- --------------------- ------------------ --------------- -------------- ---------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Brown...... 48,000(3) 1.70 22.00 April 30, 2006 609,137 1,514,594
37,500(6) 1.33 23.92 August 12, 2006 537,154 1,346,486
Steven R. Goldman.... 52,500(3) 1.86 22.00 April 30, 2006 666,244 1,656,587
37,500(6) 1.33 23.92 August 12, 2006 537,154 1,346,486
Eric A. Danziger..... 187,500(7) 6.64 24.50 June 27, 2006 2,706,211 6,759,347
112,500(6) 3.98 23.92 August 12, 2006 1,611,461 4,039,458
Theodore W.
Darnall............ 75,000(8) 2.66 22.08 April 26, 2006 953,972 2,371,272
75,000(6) 2.66 23.92 August 12, 2006 1,074,307 2,692,972
Alan M. Schnaid...... 9,750(9) 0.35 22.00 April 30, 2006 123,731 307,652
Jeffrey C. Lapin..... 7,500(10) 0.27 25.58 June 14, 2006 112,504 280,719
</TABLE>
- ---------------
(1) Adjusted for three-for-two stock split which occurred in January 1997.
(2) The per Paired Share exercise prices are equal to the fair market value of
a Paired Share on the date the option as adjusted for a three-for-two stock
split which occurred in January 1997.
(3) Options will become exercisable as to one-third of the amount granted on
April 30, 1997, as to an additional one-third of the amount granted on
April 30, 1998 and as to the remaining amount granted on April 30, 1999.
Performance Awards were also granted to Messrs. Brown and Goldman relating
to the Paired Shares subject to these Paired Options. Such Performance
Awards provide for cash payments equal to the dividends and distributions
on such number of Paired Shares subject to the Paired Options during the
period commencing August 12, 1996, and ending on the later of the exercise
of the related Paired Option and August 12, 2001, conditioned upon the
satisfaction of certain performance measures.
(4) Options were immediately exercisable.
(5) Options will become exercisable as to one-third of the amount granted on
August 12, 1997, as to an additional one-third of the amount granted on
August 12, 1998, and as to the remaining amount granted on August 12, 1999.
Performance Awards were also granted relating to the Paired Shares subject
to these Paired Options. Such Performance Awards provide for cash payments
equal to the dividends and distributions on such number of Paired Shares
subject to the Paired Options during the period commencing August 12, 1996,
and ending on the later of the exercise of the related Paired Option and
August 12, 2001, conditioned upon the satisfaction of certain performance
measures
(6) Options will become exercisable over five years as follows: as to
one-fourth of the amount on August 12, 1998, as to an additional one-fourth
of the amount on each of August 12, 1999, and August 12, 2000, and as to
the remaining amount on August 12, 2001. Performance Awards were also
granted relating to the Paired Shares subject to these Paired Options. Such
Performance Awards provide for cash payments equal to the dividends and
distributions on such number of Paired Shares subject to the Paired Options
during the period commencing August 12, 1996, and ending on the later of
the exercise of the related Paired Option and August 12, 2001, conditioned
upon the satisfaction of certain performance measures.
(7) Options will become exercisable as to one-third of the amount granted on
June 27, 1997, as to an additional one-third of the amount granted on June
27, 1998, and as to the remaining amount granted on June 27, 1999.
Performance Awards were also granted relating to the Paired Shares subject
to these Paired Options. Such Performance Awards provide for cash payments
equal to the dividends and distributions on such number of Paired Shares
subject to the Paired Options during the period commencing August 12, 1996,
and ending on the later of the exercise of the related Paired Option and
August 12, 2001, conditioned upon the satisfaction of certain performance
measures.
(8) Options will become exercisable as to one-third of the amount granted on
April 26, 1997, as to an additional one-third of the amount granted on
April 26, 1998, and as to the remaining amount granted on April 26, 1999.
Performance Awards were also granted relating to the Paired Shares subject
to these Paired Options. Such Performance Awards provide for cash payments
equal to the dividends and distributions on such number of Paired Shares
subject to the Paired Options during the period commencing August 12, 1996,
and ending on the later of the exercise of the related Paired Option and
August 12, 2001, conditioned upon the satisfaction of certain performance
measures.
(9) Options will become exercisable as to one-third of the amount granted on
April 30, 1997, as to an additional one-third of the amount granted on
April 30, 1998, and as to the remaining amount granted on April 30, 1999.
(10) Two-thirds of the amount granted were exercisable upon granting and the
remaining amount became exercisable on January 31, 1997.
40
<PAGE> 45
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the options held
as of December 31, 1996, by the executive officers of the Trust and the
executive officers of the Corporation named in the Summary Compensation Tables
above.
AGGREGATED OPTION/SAR EXERCISED IN 1996
AND DECEMBER 31, 1996, OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF THE UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FISCAL OPTIONS/SARS
YEAR-END(#)(1) AT FISCAL YEAR-END($)(2)
SHARES ACQUIRED VALUE REALIZED --------------------------- ---------------------------
NAME ON EXERCISE(#)(1) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- ----------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Barry S. Sternlicht...... 223,500 1,956,000 4,668,387 28,526,769
Jeffrey C. Lapin......... 31,707 610,003 35,960 46,833 689,826 1,053,198
Ronald C. Brown.......... 27,499 140,500 559,075 2,292,853
Steven R. Goldman........ 28,999 130,000 616,154 2,090,181
Eric A. Danziger......... 0 300,000 0 3,689,588
Theodore W. Darnall...... 0 150,000 0 2,037,000
Alan M. Schnaid.......... 2,250 33,188 0 14,250 0 237,767
</TABLE>
- ---------------
(1) Adjusted for three-for-two stock split which occurred in January 1997.
(2) Value is defined as the market price of the Paired Shares at December 31,
1996, less the exercise price of the option. The average of the high and low
market prices of the Paired Shares at December 31, 1996, was $36.58 as
adjusted for a three-for-two stock split which occurred in January 1997.
COMPENSATION OF TRUSTEES AND DIRECTORS
Each Trustee or Director who is not also an employee of the Trust or the
Corporation, respectively, is entitled to annual trustee's fees of $25,000 per
annum (the "Annual Fee") and is reimbursed for any out-of-pocket expenses
incurred in attending meetings of the Board of Trustees or the Board of
Directors. Commencing January 1, 1997, at least 50% of the Annual Fee will be
payable in Paired Shares (or a greater percentage at the election of the Trustee
or Director). On June 30, 1996, each non-employee Trustee and Director received
a Paired Option to purchase 9,000 Paired Shares at an exercise price of $24.25
per Paired Share (the fair market value of a Paired Share on that date, after
giving effect to the three-for-two stock split in January 1997). On June 30 of
each year, commencing June 30, 1997, each non-employee Trustee or Director will
also receive a Paired Option to purchase 4,500 Paired Shares at an exercise
price per Paired Share equal to fair market value on the date of grant. The
Chairman of each Board receives an additional fee of $2,500 per year. In
addition, each non-employee Trustee or Director receives a fee of $750 for each
meeting in which he participates (or, in the case of telephonic meetings, $500)
and a fee of $500 for each committee meeting in which he participates ($1,000
per meeting for committee chairmen).
EMPLOYMENT AND COMPENSATION AGREEMENTS WITH EXECUTIVE OFFICERS
Eric A. Danziger and the Corporation entered into an agreement dated as of
June 27, 1996, pursuant to which Mr. Danziger was employed as President and
Chief Executive Officer of the Corporation at an annual salary of $365,000 and
was guaranteed a minimum bonus of $150,000 for 1996. Mr. Danziger also received
a Paired Option to purchase 187,500 Paired Shares exercisable at $24.50 per
Paired Share (after giving effect to the three-for-two stock split in January
1997) (the fair market value on the date of grant), which vests in three equal
annual increments from the date of grant and a Restricted Stock Award of 100,222
Paired Shares (after giving effect to the three-for-two stock split in January
1997) which also vests in three equal annual increments. Mr. Danziger also
received relocation expenses in connection with moving his residence from
Dallas, Texas to Phoenix, Arizona, and in connection therewith also received a
one-year non-interest bearing loan from the Corporation for $150,000 secured by
a second mortgage on his new residence in Phoenix,
41
<PAGE> 46
Arizona. Mr. Danziger's employment is terminable by the Corporation or Mr.
Danziger with or without cause. In the event his employment is terminated by the
Corporation without cause or by Mr. Danziger in the event the Corporation
assigns to him duties inappropriate for his position or reduces his
responsibilities, then Mr. Danziger is entitled to a severance package of one
year's base salary, the immediate vesting of all outstanding Paired Options and
Paired Shares subject to Restricted Stock Awards and company-paid medical
benefits for 12 months.
Theodore W. Darnall and the Corporation entered into an employment
agreement dated as of April 19, 1996, pursuant to which Mr. Darnall was employed
as Executive Vice President and Chief Operating Officer of the Corporation at an
annual salary of $275,000 and was guaranteed a minimum bonus of $137,500 for
1996. Mr. Darnall also received a Paired Option to purchase 75,000 Paired Shares
exercisable at $22.08 per Paired Share (after giving effect to the three-for-two
stock split in January 1997) (the fair market value on the date of grant), which
vests in three equal annual increments from the date of grant and a Restricted
Stock Award of 45,284 Paired Shares (after giving effect to the three-for-two
stock split in January 1997) which also vests in three equal annual increments.
Mr. Darnall also received relocation expenses in connection with moving his
residence from Pittsburgh, Pennsylvania to Phoenix, Arizona, and in connection
therewith received a non-interest bearing bridge loan of $250,000 secured by a
second mortgage on his new residence in Phoenix, Arizona. The bridge loan will
mature as to $100,000 upon the sale of Mr. Darnall's home in Pittsburgh, and the
balance upon termination of his employment with the Corporation. Mr. Darnall's
employment is terminable by the Corporation with or without cause. In the event
his employment is terminated by the Corporation without cause or by Mr. Darnall
due to breach by the Corporation, then Mr. Darnall is entitled to a severance
package of one year's base salary, the immediate vesting of all outstanding
Paired Options and Paired Shares subject to Restricted Stock Awards and
company-paid medical benefits for 12 months.
In addition, Steven R. Goldman and Ronald C. Brown each entered into
employment agreements with the Trust each dated as of February 4, 1997, at an
annual salary of $200,000 each. Each such agreement is terminable at will, and
if terminated by the Trust without cause or by the executive for breach by the
Trust, entitles the executive to a severance package of one year's base salary
and the immediate vesting of all outstanding Paired Options and Paired Shares
subject to Restricted Stock Awards and medical benefits at the Trust's expense
for 12 months.
The Trust had an employment agreement with Mr. Lapin which provided that he
would receive an annual salary in 1996 of $225,000. Mr. Lapin's employment
agreement was terminated in connection with the Separation Agreement referenced
below. Under the terms of his employment agreement Mr. Lapin was entitled to an
annual bonus of not less than $75,000 and was granted Paired Options to purchase
62,500 Paired Shares at an exercise price equal to $11.00 per Paired Share
(after giving effect to the three-for-two stock split in January 1997) (the fair
market value of a Paired Share on the date of grant) which would vest at a rate
no longer than the most rapid rate of vesting of Paired Options granted to any
other executive during the term of his employment agreement. Mr. Lapin also was
eligible to participate in all employee benefit plans and fringe benefits, if
any, the Trust made available to its other executive officers. Mr. Lapin could
terminate his employment for "Good Reason" as defined in his employment
agreement including an assignment of duties inconsistent with his position, a
substantial alteration of his responsibilities, a breach of the agreement by the
Trust, removal from office without cause (as defined), relocation of the Trust's
principal executive offices, a change in the composition of 51% of the Trustees,
a decision by the Board of Trustees that the Trust shall merge, sell or dispose
of all or substantially all of its assets, dissolve or liquidate, or the failure
of Mr. Lapin to be a member of the Board of Trustees other than for cause (as
defined). If Mr. Lapin so terminated his employment, he was entitled to receive
a lump sum payment equal to the base salary and bonuses that would have been
payable had he continued to be employed for the remainder of the term of the
employment agreement, and all fringe benefits to which he would have been
entitled through the remainder of the term of the employment agreement (other
than Paired Options or stock loans not granted prior to the date of
termination).
Pursuant to Mr. Lapin's employment agreement, the Trust loaned $250,000 to
Mr. Lapin in 1995. The loan has a term of 10 years, bears interest at the lowest
applicable rate prescribed by section 1274(d) of the Code and is unsecured. Mr.
Lapin will have the right at any time to repay up to 50% of the loan (plus 50%
of accrued interest and any collection costs) by delivering Paired Shares for
credit at the rate of $7.67 per Paired
42
<PAGE> 47
Share (after giving effect to the three-for-two stock split in January 1997)
(which is one-half of the price to the public per Paired Share in the June 1995
public offering of Paired Shares by the Trust and the Corporation).
The Trust entered into a Separation Agreement dated as of June 18, 1996
(the "Separation Agreement") with Mr. Lapin in connection with his resignation
as President and Chief Operating Officer of the Trust. The Trust agreed to
conditionally forgive, after one year, $150,000 of the $250,000 loan from the
Trust described above. The Trust also agreed to immediately vest, in part, the
Paired Options held by Mr. Lapin and to grant him an additional Paired Option to
purchase 7,500 Paired Shares exercisable at $25.25 (after giving effect to the
three-for-two stock split in January 1997), which vested as to two-thirds of
such amount on his termination date and as to the remaining amount on January
31, 1997, and upon exercise of the Paired Options, to pay to Mr. Lapin the
difference between $11.00 (after giving effect to the three-for-two stock split
in January, 1997) and the lower of the exercise price and the then market value
of a Paired Share. All Paired Options held by Mr. Lapin were amended to the
extent required to permit them to be exercised for their full maximum term. Mr.
Lapin agreed to render consulting services for 18 months for which he will be
paid $235,000, and the Trust also agreed to pay Mr. Lapin a fee of up to
$250,000 in connection with the sale within 18 months of the King 8 owned by the
Trust in Las Vegas, Nevada. The Trust paid a fee of $250,000 to Mr. Lapin in
connection with the sale of that property. Mr. Lapin agreed that for 3 years he
would not participate or be involved with others in any tender or exchange
offer, proxy contest or solicitation or purchase or be part of a group which
purchases in excess of 4.9% of the outstanding Paired Shares.
Based in part on the recommendations of the Trust Compensation Committee,
the Board of Trustees of the Trust made decisions with respect to the
compensation of the Trust's executive officers. Based in part on the
recommendations of the Corporation Compensation Committee, the Board of
Directors and the Management Committee made decisions with respect to the
compensation of the Corporation's executive officers.
COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
During 1996 and early 1997, the Compensation Committee of the Trust (the
"Trust Compensation Committee") was comprised of Messrs. Sternlicht, Grose and
Simms. Based on informal discussions, the Trust Compensation Committee made
recommendations to the Trust's Board of Trustees regarding the compensation of
the Trust's executive officers (other than with respect to Mr. Sternlicht, as to
which Messrs. Sternlicht and Grose recused themselves). Based in part on the
recommendations of the Trust Compensation Committee, the Board of Trustees of
the Trust made decisions with respect to the compensation of the Trust's
executive officers. Messrs. Sternlicht and Goldman, who are executive officers
of the Trust and members of the Board of Trustees of the Trust, did not
participate in the discussion or voting at the meetings related to their own
compensation. Mr. Grose did not participate in the discussion or voting at the
meeting relating to Mr. Sternlicht's compensation.
During 1996 and early 1997, the Compensation Committee of the Board of
Directors and Management Committee (the "Corporation Compensation Committee")
was made up of Messrs. Sternlicht, Jones and Chapus. The Corporation
Compensation Committee met informally during 1996 and early 1997 to discuss the
compensation of the Corporation's executive officers. Based in part on the
recommendations of the Corporation Compensation Committee, the Board of
Directors and the Management Committee made decisions with respect to the
compensation of the Corporation's executive officers. Mr. Danzinger did not
participate in the discussion or voting at the meeting relating to his own
compensation.
In connection with the acquisition of the Institutional Portfolio in August
1996, the Trust granted Starwood Capital a one-time Restricted Stock Award of
250,870 Paired Shares (after giving effect to the three-for-two stock split in
January 1997).
43
<PAGE> 48
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
CERTAIN BENEFICIAL OWNERS
To the knowledge of the Trust and the Corporation, no person owns
beneficially 5% or more of the Paired Shares, except as follows:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT PERCENT OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS(1)
---------------------------------------------------------- ------------------ ----------
<S> <C> <C>
FMR Corp. ................................................ 4,796,483(2) 11.2%(2)
82 Devonshire Street Boston, MA 02109
Starwood Capital Group, L.L.C.,
its affiliated entities and
Barry S. Sternlicht....................................... 3,736,998(3) 8.0%(3)
Three Pickwick Plaza, Suite 250 Greenwich, CT 06830
Prudential Real Estate Investors.......................... 3,736,998(4) 8.0%(4)
8 Campus Drive, 4th Floor Parsippany, NJ 07054
Ziff Investment Management, L.L.C.,
Ziff Investors Partnership, L.P. II,
their affiliated entities and Daniel Stern................ 2,302,819(5) 5.4%(5)
153 East 53rd Street, 43rd Floor New York, NY 10022
</TABLE>
- ---------------
(1) Based on the number of Paired Shares outstanding on February 28, 1997.
(2) Based on information contained in Schedule 13F-E dated February 11, 1997,
and after giving effect to the three-for-two stock split in January 1997,
FMR Corp. holds 4,796,483 Paired Shares on behalf of various distinct
entities. Based on additional information provided to Starwood Lodging, no
one of such entities, directly or by attribution, holds in excess of 8.0% of
the outstanding Paired Shares.
(3) Based on information in Amendment No. 2 to Schedule 13D dated December 31,
1996, filed by Starwood Capital, Starwood Capital Group, L.L.C., Barry S.
Sternlicht and the following Starwood Partners; BSS Capital Partners, L.P.,
Sternlicht Holdings II, Inc., Harveywood Hotel Investors, L.P., Starwood
Hotel Investors II-L.P., Firebird Consolidated Partners, L.P., and Starwood
Opportunity Fund II, L.P., ("SOFI-II"). After giving effect to the
three-for-two stock split in January 1997, Mr. Sternlicht has sole power to
vote and dispose of 45,000 Paired Shares beneficially owned by him. After
giving effect to the three-for-two stock split in January 1997 SOFI-II owns
74,899 Paired Shares beneficially; SOFI-II and Mr. Sternlicht have the power
to vote and dispose of the Paired Shares owned by SOFI-II. After giving
effect to the three-for-two stock split in January 1997, Starwood Capital
Group, L.L.C., beneficially owns 225,783 Paired Shares subject to a
Restricted Stock Award; Starwood Capital Group, L.L.C., and Mr. Sternlicht
have the power to vote and dispose of the Paired Shares owned by Starwood
Capital Group L.L.C., After giving effect to the three-for-two stock split
in January 1997, Mr. Sternlicht holds, directly or through trusts created by
him for the benefit of members of his family, units in the Realty
Partnership and the Operating Partnership which are, subject to the 8.0%
Paired Share ownership limit, exchangeable for an aggregate of 508,120
Paired Shares. After giving effect to the three-for-two stock split in
January 1997, Starwood Partners hold units in the Realty Partnership and the
Operating Partnership which are, subject to the 8.0% Paired Share ownership
limit, exchangeable for an aggregate of 3,102,492 Paired Shares. After
giving effect to the three-for-two stock split in January 1997, Mr.
Sternlicht also beneficially owns 22,500 Paired Shares which are subject to
the terms of a Restricted Stock Award in the form of a warrant that he
exercised in February 1996, and which may not be transferred prior to
February 1998, an additional 22,500 Paired Shares which are subject to the
terms of Restricted Stock Award in the form of a warrant that became
exercisable on January 1, 1997, and which may not be transferred prior to
February 1998 and 263,499 Paired Shares subject to presently exercisable
44
<PAGE> 49
Paired Options. Such Amendment No. 2 to Schedule 13D reports that because of
the 8.0% ownership limit, the Starwood Partners cannot beneficially own more
than 8.0% of the outstanding Paired Shares. The amount beneficially owned
and the percent of class calculated assumes that Starwood Capital Group,
L.L.C., its affiliated entities and Barry Sternlicht exchange units for
Paired Shares to the maximum extent permitted within the ownership limit
provisions; provided, however, that prior to receipt of any required Gaming
Approval, Starwood Capital's ownership of Paired Shares may not exceed 4.9%
of the outstanding Paired Shares.
(4) Based on information in Schedule 13D dated February 14, 1997, filed by
Prudential Insurance Company of America ("Prudential"), Prudential has sole
voting and dispositive power over 2,775,000 Paired Shares beneficially owned
by Prudential on behalf of Prudential Property Investment Separate Account
II ("PRISA II") and sole voting and dispositive power over 4,500 Paired
Shares beneficially owned by Prudential on behalf of Prudential Diversified
Investment Strategies. Prudential also has sole voting and dispositive power
over units in the Realty Partnership and the Operating Partnership
beneficially owned by Prudential on behalf of PRISA II which are, subject to
the 8.0% Paired Share ownership limit, exchangeable for an aggregate of
1,754,037 Paired Shares.
(5) Based on information in Schedule 13D, dated January 10, 1997, filed by Ziff
Investment Management, L.L.C. ("ZIM"), and Ziff Investors Partnership, L.P.
II ("ZIPII"), and after giving effect to the three-for-two stock split in
January 1997, 25,087 Paired Shares are held by SIV Holdings, L.L.C. ("SIV"),
a Delaware limited liability company owned by ZIPII and ZIM. SIV has sole
voting and dispositive power with respect to these Paired Shares. After
giving effect to the three-for-two stock split in January 1997, ZIPII holds
units in the Realty Partnership and the Operating Partnership which are
exchangeable for an aggregate of 2,259,732 Paired Shares. Such Schedule 13D
reports that DHS Holdings L.L.C. ("DHS"), investment general partner of
ZIPII, may be deemed to control ZIPII, and that Daniel Stern, a trustee of
Starwood Lodging Trust, is the majority owner of DHS. After giving effect to
the three-for-two stock split in January 1997, Mr. Stern beneficially owns
18,000 Paired Shares subject to presently exercisable Paired Options.
TRUSTEES AND OFFICERS OF THE TRUST
The following table sets forth the beneficial ownership of the Paired
Shares as of February 28, 1997, after giving effect to the three-for-two stock
split in January 1997, by each Trustee and each executive officer of the Trust
named in the Summary Cash Compensation Table included in Item 11 hereof who owns
Paired Shares and by all Trustees and executive officers of the Trust as a
group. Except as otherwise provided below, each beneficial owner has sole voting
and investment power with respect to all Paired Shares beneficially owned.
<TABLE>
<CAPTION>
AMOUNT
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OWNED CLASS(1)
--------------------------------------------------------- ----------- ----------
<S> <C> <C>
Ronald C. Brown.......................................... 67,499(2) (3)
Bruce W. Duncan.......................................... 23,499(4) (3)
Steven R. Goldman........................................ 109,615(5) (3)
Madison F. Grose......................................... 97,104(6) (3)
Jeffrey C. Lapin......................................... 52,290(7) (3)
Gary M. Mendell.......................................... 635,612(8) 1.5%
Roger S. Pratt........................................... 3,736,998(9) 8.0%
Stephen R. Quazzo........................................ 19,447(10) (3)
William E. Simms......................................... 9,000(11) (3)
Daniel H. Stern.......................................... 2,302,819(12) 5.4%
Barry S. Sternlicht...................................... 3,736,998(13) 8.0%
All Trustees and officers as a group..................... 10,790,881(14) 21.4%
</TABLE>
- ---------------
(1) Based on the number of Paired Shares outstanding on February 28, 1997,
including the exchange of units for Paired Shares as discussed in Notes (9)
and (13) below.
45
<PAGE> 50
(2) Includes 22,500 Paired Shares subject to a Restricted Stock Award and
43,499 Paired Shares subject to presently exercisable options.
(3) Less than 1%.
(4) Includes 18,000 Paired Shares subject to presently exercisable options.
(5) Includes 37,500 Paired Shares subject to a Restricted Stock Award and
46,499 Paired Shares subject to presently exercisable options and units in
the Realty Partnership and the Operating Partnership which are exchangeable
for 22,616 Paired Shares.
(6) Includes 50,500 Paired Shares subject to presently exercisable options and
units in the Realty Partnership and the Operating Partnership which are
exchangeable for 43,004 Paired Shares. Does not include units in the Realty
Partnership and Operating Partnership exchangeable for 27,726 Paired
Shares, which are owned by a irrevocable trust for the benefit of members
of Mr. Grose's family.
(7) Includes 49,041 Paired Shares subject to presently exercisable options and
3,249 Paired Shares owned in a pension plan of which Mr. Lapin is sole
trustee and beneficiary. Mr. Lapin's business address is 8439 Sunset
Boulevard, West Hollywood, California 90069.
(8) Includes 36,078 units in the Realty Partnership and the Operating
Partnership held by Mr. Mendell directly and 505,778 units in the Realty
Partnership and the Operating Partnership held by a trust of which Mr.
Mendell is settlor and over which he exercises some investment control, and
93,756 units of SLC Operating Limited Partnership, all of which are
exchangeable for Paired Shares.
(9) See Note (4) under "Certain Beneficial Owners" above. Includes 2,775,000
Paired Shares and units in the Realty Partnership and the Operating
Partnership which are held by Prudential on behalf of PRISA II and which
are, subject to the 8.0% Paired Shares ownership limit, exchangeable for
1,754,037 Paired Shares. By virtue of his investment control over PRISA II,
Mr. Pratt has an indirect pecuniary interest in these units and Paired
Shares. The amount beneficially owned and the percent of class calculated
assumes Mr. Pratt exchanges units for Paired Shares to the maximum extent
permitted within the ownership limit provision.
(10) Includes 18,000 Paired Shares subject to presently exercisable options and
397 Paired Shares owned by Mr. Quazzo's wife.
(11) Includes 9,000 Paired Shares subject to presently exercisable options.
(12) See Note (5) under "Certain Beneficial Owners" above. Includes 18,000
Paired Shares subject to presently exercisable options and 25,087 Paired
Shares indirectly beneficially owned by Ziff Investors Partnership L.P. II
("ZIPII"), one of whose general partners, DHS Holdings, L.L.C., is
controlled by Mr. Stern. By virtue of his control of ZIPII, Mr. Stern also
has an indirect pecuniary interest in units in the Realty Partnership and
the Operating Partnership which are exchangeable for 2,259,732 Paired
Shares.
(13) See Note (3) under "Certain Beneficial Owners" above. Includes 263,499
Paired Shares subject to presently exercisable options and units in the
Realty Partnership and the Operating Partnership which are, subject to the
8.0% Paired Share ownership limit, exchangeable for 3,610,612 Paired
Shares. The amount beneficially owned and the percent of class calculated
assumes that Mr. Sternlicht exchanges units for Paired Shares to the
maximum extent permitted within the ownership limit provision. By virtue of
his service as both a Trustee of the Trust and a Director of the
Corporation, Mr. Sternlicht's Paired Options, Paired Shares and Realty and
Operating Partnership Units are listed and totaled both here and below.
(14) Includes 516,037 Paired Shares that may be acquired upon the exercise of
presently exercisable options, and 8,325,613 Paired Shares issuable upon
exchange of units of the Realty Partnership and the Operating Partnership,
subject to the 8.0% Paired Share ownership limit (see Notes (9) and (13)
above).
DIRECTORS AND OFFICERS OF THE CORPORATION.
The following table sets forth the beneficial ownership of Paired Shares as
of February 28, 1997, after giving effect to the three-for-two stock split in
January 1997, by each Director and each executive officer of
46
<PAGE> 51
the Corporation named in the Summary Cash Compensation Table included in Item 11
hereof who owns Paired Shares and by all Directors and executive officers of the
Corporation as a group. Except as otherwise provided below, each beneficial
owner has sole voting and investment power with respect to all Paired Shares
beneficially owned.
<TABLE>
<CAPTION>
NAME OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED CLASS(1)
---------------------------------------------------------- ------------------ ----------
<S> <C> <C>
Jean-Marc Chapus.......................................... 19,500(2) (3)
Eric A. Danziger.......................................... 100,222(4) (3)
Theodore W. Darnall....................................... 71,782(5) (3)
Jonathan D. Eilian........................................ 53,500(6) (3)
Bruce M. Ford............................................. 19,832(7) (3)
Graeme W. Henderson....................................... 20,232(8) (3)
Earle F. Jones............................................ 26,998(9) (3)
Michael A. Leven.......................................... 18,000(10) (3)
Alan M. Schnaid........................................... 3,249(11) (3)
Barry S. Sternlicht....................................... 3,736,998(12) 8.0%
Daniel W. Yih............................................. 21,111(13) (3)
All Directors and officers as a group..................... 4,091,424(14) 8.8%
</TABLE>
- ---------------
(1) Based on the number of Paired Shares outstanding on February 28, 1997,
including the exchange of units as described in Note (12) below.
(2) Includes 18,000 Paired Shares subject to presently exercisable options.
(3) Less than 1%.
(4) Includes 100,222 Paired Shares subject to a Restricted Stock Award.
(5) Includes 45,283 Paired Shares subject to a Restricted Stock Award and
24,999 Paired Shares subject to presently exercisable options.
(6) Includes 50,500 Paired Shares subject to presently exercisable options.
(7) Includes 18,000 Paired Shares subject to presently exercisable options and
85 Paired Shares owned by Mr. Ford's wife.
(8) Includes 18,000 Paired Shares subject to presently exercisable options.
(9) Includes 18,000 Paired Shares subject to presently exercisable options.
(10) Includes 18,000 Paired Shares subject to presently exercisable options.
(11) Includes 3,249 Paired Shares subject to presently exercisable options.
(12) See Note (3) under "Certain Beneficial Owners" above. Includes 263,499
Paired Shares subject to presently exercisable options and units in the
Realty Partnership and the Operating Partnership which are, subject to the
8.0% Paired Share ownership limit, exchangeable for 3,610,612 Paired
Shares. The amount beneficially owned and the percent of class calculated
assumes that Mr. Sternlicht exchanges units for Paired Shares to the
maximum extent permitted within the ownership limit provision. By virtue of
his service as both a Trustee of the Trust and a Director of the
Corporation, Mr. Sternlicht's Paired Options, Paired Shares and Realty and
Operating Partnership Units are listed and totaled both here and above.
(13) Includes 18,000 Paired Shares subject to presently exercisable options.
(14) Includes 450,248 Paired Shares that may be acquired upon the exercise of
presently exercisable options, and 3,610,612 Paired Shares issuable upon
exchange of units of the Realty Partnership and the Operating Partnership,
subject to the 8.0% Paired Share ownership limit (see Note (12) above).
47
<PAGE> 52
COMPLIANCE WITH THE REPORTING REQUIREMENTS OF SECTION 16(a).
Section 16(a) of the Exchange Act requires Starwood Lodging's Trustees,
Directors and executive officers, and persons who own more than ten percent of a
registered class of Starwood Lodging's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Paired Shares and other equity securities of Starwood
Lodging. Trustees, Directors, officers and greater than ten percent shareholders
are required to furnish Starwood Lodging with copies of all Section 16(a) forms
they file.
To Starwood Lodging's knowledge, based solely on a review of the copies of
such reports furnished to Starwood Lodging and written representations that no
other reports were required, during the fiscal year ended December 31, 1996, all
Section 16(a) filing requirements applicable to its Trustees, Directors,
officers and greater than ten percent beneficial owners were complied with;
except that one report that should have been filed on Form 4, covering one
transaction involving the transfer of Paired Shares to a trust, was filed
instead on a timely Form 5 by Mr. Duncan, a Trustee of the Trust.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
1995 REORGANIZATION
Pursuant to the Reorganization, the Starwood Partners contributed certain
assets to the Realty Partnership and the Operating Partnership effective as of
January 1, 1995. The Reorganization was approved by the shareholders of the
Trust and the stockholders of the Corporation at meetings held on December 15,
1994. The limited partnership interests of the Realty Partnership and the
Operating Partnership held by Starwood Capital are exchangeable on a one-for-one
basis for Paired Shares. See Item 1, "1995 Reorganization" and Item 12 "Security
Ownership of Certain Beneficial Owners and Management" of this Joint Annual
Report.
Barry S. Sternlicht, the founder, President and Chief Executive Officer and
General Manager of Starwood Capital is also the Chairman and Chief Executive
Officer of the Trust and a Trustee of the Trust, is a member of the Management
Committee of the Operating Partnership and has been elected as a Director of the
Corporation to take office upon the receipt of any required Gaming Approval. In
addition, Madison Grose, a Trustee of the Trust, is a Managing Director and the
General Counsel of Starwood Capital and Jonathan Eilian, who is a member of the
Management Committee of the Operating Partnership and has been elected as a
Director of the Corporation to take office upon the receipt of any required
Gaming Approval, is a founding member and Managing Director of Starwood Capital.
CERTAIN ARRANGEMENTS WITH STARWOOD CAPITAL
Starwood Capital and Starwood Lodging have agreed that, subject to approval
by the independent Trustees or Directors, as appropriate, Starwood Capital will
be reimbursed for out-of-pocket cost and expenses for any services provided to
Starwood Lodging. Starwood Capital will also be reimbursed for its internal cost
(including allocation of overhead) for services provided to Starwood Lodging,
provided that, where such costs are currently expensed by Starwood Lodging, such
reimbursement may not exceed $250,000 for the twelve months ending June 30,
1996. In connection with the acquisition of the Institutional Portfolio in
August 1996, the Trust granted Starwood Capital a one-time Restricted Stock
Award of 250,870 Paired Shares (after giving effect to the three-for-two stock
split in January 1997) (an approximate value of $6 million). During 1996, in
addition to the one-time Restricted Stock Award, Starwood Lodging reimbursed
Starwood Capital for $414,000 of internal costs, of which $226,000 related to
1995. Effective August 12, 1996, Starwood Lodging's reimbursement arrangement
with Starwood Capital was changed so as to eliminate reimbursements for internal
costs of Starwood Capital for any services of senior management of Starwood
Capital (subject to the same annual limitation of $250,000 as set forth above
for services of employees of Starwood Capital other than such senior management)
and after one year, for any services of any employee of Starwood Capital.
In connection with the Reorganization, Starwood Capital agreed (the
"Starwood Capital Noncompete") that it would not compete within the United
States directly or indirectly with SLT Realty Limited Partnership or SLC
Operating Limited Partnership and would present to the Partnerships all
acquisitions of (i) fee or
48
<PAGE> 53
ground interests or other equity interests in hotels in the United States and
(ii) debt interests in hotels in the United States where it is anticipated that
the equity will be acquired by the debt holder within one year from the
acquisition of such debt. During the term of the Starwood Noncompete, Starwood
Capital was not to acquire any such interest. The term of the Starwood
Noncompete is until the later of July 1998 or the time at which no officer,
director, general partner or employee of Starwood Capital is on either the Board
of Trustees of the Trust or the Board of Directors of the Corporation (subject
to exception for certain reorganizations, mergers or other combination
transactions with unaffiliated parties).
WESTIN AGREEMENT
Starwood Capital owns an interest in the Westin Hotel Company and certain
affiliates ("Westin"), which own equity interests in domestic and international
hotels and which manage, franchise or represent hotels worldwide. The Trust and
the Corporation have entered into an agreement with Westin pursuant to which
Westin has agreed that during the period in which an officer, director, general
partner or employee of Starwood Capital is on either the Board of Trustees or
the Board of Directors, and Starwood Capital co-controls Westin, Westin will not
acquire or seek to acquire United States hotel equity interests, other than
certain specified acquisitions, including, without limitation, minority equity
investments made in connection with Westin's acquisition of a management
contract. The Trust and the Corporation have each recently waived the foregoing
restriction to the extent applicable with respect to a hotel property in the
U.S. Virgin Islands. The Trust and the Corporation have agreed that under
certain circumstances if Westin is prohibited from consummating an opportunity
which was not being independently pursued by the Trust and the Corporation prior
to such prohibition, the Trust and the Corporation will not pursue such
opportunity for 270 days after such prohibition. During 1996 Westin made an
interest-free loan to the Company of $2.8 million to cover the costs associated
with converting five hotels to Westins.
MANAGEMENT OBLIGATIONS OF WESTERN HOST
In connection with the settlement of shareholder litigation, Messrs. Ronald
A. Young and John F. Rothman caused each of the Western Host Partnerships (other
than Western Host Santa Maria Partners) to terminate management obligations with
the Corporation's subsidiary, Western Host, Inc. ("Western Host"); with respect
to that partnership's hotel, indemnified the Corporation and Western Host
against all claims that might be made against Western Host in connection with
its status as a general partner of Western Host Santa Maria Partners, Western
Host Pasadena Partners and Western Host San Francisco Partners or in connection
with any fact or circumstance occurring since January 1, 1993 with respect to
any of the Western Host hotels, and delivered to the Corporation an irrevocable
letter of credit in the amount of $800,000. Western Host agreed to accept the
termination of its management obligations with respect to the Western Host
hotels and has drawn on the letter of credit for the full $800,000. In addition,
$120,000 of the management fees and all costs and amounts advanced to the
partnerships which were payable to Western Host were paid in full settlement of
such amounts due at December 31, 1993.
Messrs. Young and Rothman also agreed to be responsible for a percentage of
any retroactive adjustments in worker's compensation insurance premiums.
Starwood Lodging paid $167,041 for retroactive worker's compensation insurance
premiums and sought reimbursement from Messrs. Young and Rothman of their share
of that amount (approximately an aggregate of $56,000). In October 1995, the
Corporation commenced litigation against Messrs. Young and Rothman to collect
such amounts (Starwood Lodging Corporation Corp. v. Ronald A. Young et al., San
Diego Superior Court Case No. 693822). In April 1996, the Corporation settled
such litigation and released Messrs. Young and Rothman and their respective
affiliates with respect to premiums paid in 1995 in exchange for the payment of
$40,655, including $5,000 in attorneys' fees.
ROSS AGREEMENT
In November, 1994, Starwood Capital entered into the Ross Agreement in
settlement of the threatened litigation by Ross and provided for an assignment
to Starwood Capital of Ross's claims. See Item 3 "Legal Proceedings" of this
Joint Annual Report.
49
<PAGE> 54
EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS
For information with respect to the employment agreements of Messrs.
Danziger, Darnall, Goldman and Brown, see Item 11 "Employment Agreements with
Executive Officers" of this Joint Annual Report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.
(A) DOCUMENTS FILED.
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The financial statements and financial statements schedules listed in the
Index to Financial Statements and Financial Statements Schedules following the
signature pages hereof are filed as part of this Joint Annual Report.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------------------------------------------------------------------
<C> <S>
2.1 Formation Agreement dated as of November 11, 1994 among the Trust, the
Corporation, Starwood Capital and the Starwood Partners (incorporated by reference
to Exhibit 2 to the Trust's and the Corporation's Joint Current Report on Form 8-K
dated November 16, 1994).(2)
2.2 Form of Amendment No. 1 to Formation Agreement among the Trust, the Corporation
and the Starwood Partners (incorporated by reference to Exhibit 10.23 to the
Trust's and the Corporation's Registration Statement on Form S-2 filed with the
Securities and Exchange Commission (Registration Nos. 33-59155 and 33-59155-01)
(the "S-2 Registration Statement")).
3.1 Amended and Restated Declaration of Trust of the Trust dated June 6, 1988, as
amended (incorporated by reference to Exhibit 3A to the Trust's and the
Corporation's Joint Current Report on Form 8-K dated January 31, 1995).
3.2 Amendment and Restatement of Articles of Incorporation of the Corporation
(incorporated by reference to Exhibit 3B to the Trust's and the Corporation's
Joint Current Report on Form 8-K dated January 31, 1995).
3.3 Trustees' Regulations of the Trust, as amended (incorporated by reference to
Exhibit 3.3 to the Trust's and the Corporation's Joint Annual Report on Form 10-K
for the year ended December 31, 1994 (the "1994 Form 10-K")).
3.4 By-laws of the Corporation, as amended (incorporated by reference to Exhibit 3.4
to the 1994 Form 10-K).
4.1 Pairing Agreement dated June 25, 1986, between the Trust and the Corporation, as
amended (incorporated by reference to Exhibit 4.1 to the 1994 Form 10-K).
4.2 Amendment No. 1 to the Pairing Agreement dated as of February 1, 1995 between the
Trust and the Corporation (incorporated by reference to Exhibit 4.2 to the Trust's
and the Corporation's Joint Annual Report on Form 10-K for the year ended December
31, 1995 (the "1995 Form 10-K")).
4.3 Form of Warrant Agreement dated as of September 16, 1986, between the Trust and
City National Bank ("CNB") (incorporated by reference to Exhibit 4.3 to the
Trust's and the Corporation's Registration Statement on Form S4 (the "S-4
Registration Statement") filed with the Securities and Exchange Commission (the
"SEC") on August 1, 1986 (Registration No. 33-7694)).
4.4 Form of Warrant Agreement dated as of September 16, 1986, between the Corporation
and CNB (incorporated by reference to Exhibit 4.3A to the S-4 Registration
Statement).
10.1 Incentive and Non-Qualified Share Option Plan (1986) of the Trust (incorporated by
reference to Exhibit 10.8 to the Trust and the Corporation's Joint Annual Report
on Form 10-K for the year ended August 31, 1986 (the "1986 Form 10-K")).(3)
10.2 Corporation Stock Non-Qualified Stock Option Plan (1986) of the Trust
(incorporated by reference to Exhibit 10.9 to the 1986 Form 10-K).(3)
</TABLE>
50
<PAGE> 55
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------------------------------------------------------------------
<C> <S>
10.3 Stock Option Plan (1986) of the Corporation (incorporated by reference to Exhibit
10.10 to the 1986 Form 10-K).(3)
10.4 Trust Shares Option Plan (1986) of the Corporation (incorporated by reference to
Exhibit 10.11 to the 1986 Form 10-K).(3)
10.5 1995 Share Option Plan of the Trust (incorporated by reference to Exhibit 10.5 to
the 1995 Form 10-K).(3)
10.6 1995 Share Option Plan of the Corporation (incorporated by reference to Exhibit
10.6 to the 1995 Form 10-K).(3)
10.7 Starwood Lodging Trust 1995 Long-Term Incentive Plan (Amended and Restated as of
August 12, 1996) (incorporated by reference to Exhibit A to the Trust's and the
Corporation's Joint Proxy Statement dated November 25, 1996 (the "1996
Proxy")).(3)
10.8 Starwood Lodging Corporation 1995 Long-Term Incentive Plan (Amended and Restated
as of August 12, 1996) (incorporated by reference to Exhibit B to the 1996
Proxy).(3)
10.9 Form of Indemnification Agreement and Amendment No. 1 to Indemnification Agreement
between the Trust and each of Messrs. Barry S. Sternlicht, Jeffrey C. Lapin,
Jonathan Eilian, Michael W. Mooney, Bruce M. Ford, Madison F. Grose, Bruce W.
Duncan, Steven R. Quazzo, William E. Simms, Daniel H. Stern, Steven R. Goldman,
Gary M. Mendell, Roger S. Pratt and Ronald C. Brown (incorporated by reference to
Exhibit 10.7 to the 1995 Form 10-K).(3)
10.10 Form of Indemnification Agreement and Amendment No. 1 to Indemnification Agreement
between the Corporation and each of Messrs. Earle F. Jones, Kevin E. Mallory,
Bruce M. Ford, Steven R. Goldman, Graeme W. Henderson, Barry S. Sternlicht,
Jean-Marc Chapus, Jonathan Eilian, Michael A. Leven, Daniel W. Yih, Eric A.
Danziger and Alan M. Schnaid (incorporated by reference to Exhibit 10.8 to the
1995 Form 10-K).(3)
10.11 Form of Indemnification Agreement dated as of February 3, 1992, between the
Corporation and each of Messrs. Ronald A. Young, Graeme W. Henderson, Bruce M.
Ford, Earle M. Jones and William H. Ling (incorporated by reference to Exhibit
10.30 to the Trust's and the Corporation's Joint Annual Report on Form 10-K for
the year ended December 31, 1991).(3)
10.12 Executive Employment Agreement dated as of January 31, 1995, between the Trust and
Jeffrey C. Lapin (incorporated by reference to Exhibit 10.12 to the 1994 Form
10-K).(3)
10.13 Separation Agreement between the Trust and Jeffrey C. Lapin dated June 18, 1996
(incorporated by reference to Exhibit 10.5 to the Trust's and the Corporation's
Joint Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996
(the "Second Quarter 10-Q")).(3)
10.14 Employment Agreement between the Corporation and Theodore W. Darnall dated April
19, 1996 (incorporated by reference to Exhibit 10.3 to the Second Quarter
10-Q).(3)
10.15 Employment Agreement between the Corporation and Eric A. Danziger dated June 27,
1996 (incorporated by reference to Exhibit 10.4 to the Second Quarter 10-Q).(3)
10.16 Form of Amended and Restated Lease Agreement entered into as of January 1, 1993,
between the Trust as Lessor and the Corporation (or a subsidiary) as Lessee
(incorporated by reference to Exhibit 10.19 to the Trust's and the Corporation's
Joint Annual Report on Form 10-K for the year ended December 31, 1992).
10.17 Exchange Rights Agreement dated as of January 1, 1995 among the Trust, the
Corporation, the Realty Partnership, the Operating Partnership and the Starwood
Partners (incorporated by reference to Exhibit 2B to the Trust's and the
Corporation's Joint Current Report on Form 8-K dated January 31, 1995).
10.18 Exchange Rights Agreement dated June 3, 1996 (incorporated by reference to Exhibit
10.1 to the Second Quarter 10-Q).
10.19 Registration Rights Agreement dated as of January 1, 1995 among the Trust, the
Corporation and Starwood Capital (incorporated by reference to Exhibit 2C to the
Trust's and the Corporation's Joint Current Report on Form 8-K dated January 31,
1995).
</TABLE>
51
<PAGE> 56
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------------------------------------------------------------------
<C> <S>
10.20 Registration Rights Agreement dated June 3, 1996 (incorporated by reference to
Exhibit 10.2 to the Second Quarter 10-Q).
10.21 Amended and Restated Limited Partnership Agreement for the Realty Partnership
among the Trust and the Starwood Partners dated as of December 15, 1994
(incorporated by reference to Exhibit 10.21 to the S-2 Registration Statement.
10.22 Amendment to the Amended and Restated Limited Partnership Agreement for the Realty
Partnership among the Trust and the Starwood Partners dated as of May 14, 1996.
10.23 Amended and Restated Limited Partnership Agreement for the Operating Partnership
among the Corporation and the Starwood Partners dated as of December 15, 1994
(incorporated by reference to Exhibit 10.22 to the S-2 Registration Statement).
10.24 Amendment to the Amended and Restated Limited Partnership Agreement for the
Operating Partnership among the Corporation and the Starwood Partners dated as of
May 14, 1996.
10.25 Mortgage Loan Funding Facility Agreement, dated as of July 25, 1995, among the
Realty Partnership and SLT Realty Company, LLC, as the borrower, and Lehman
Commercial Paper, Inc., as lender, together with Amendment No. 1 thereto, dated as
of October 30, 1995 (incorporated by reference to Exhibit 10.16 to the 1995 Form
10-K).
10.26 Collateral Substitution Agreement, dated as of January 4, 1996, between the Realty
Partnership and SLT Realty Company, LLC, as borrower, and Lehman Commercial Paper,
Inc., as lender (incorporated by reference to Exhibit 10.17 to the 1995 Form
10-K).
10.27 Amended and Restated Line of Credit Agreement, dated as of October 25, 1995, among
the Trust and the Realty Partnership, as borrower, and Bankers Trust Company, as
collateral agent, and Lehman Brothers Holdings, Inc., d/b/a Lehman Capital, a
division of Lehman Brothers Holdings, Inc., individually and as agent, together
with First Amendment thereto, dated as of January 3, 1996 and effective as of
October 25, 1995 (incorporated by reference to Exhibit 10.18 to the 1995 Form
10-K).
10.28 Form of Westin/HOT Agreement among W&S Hotel L.L.C., W&S Hotel Holding Corp.,
Westin Hotel Company, the Realty Partnership, the Operating Partnership, WHWE
L.L.C. and Woodstar Limited Partnership (incorporated by reference to Exhibit
10.24 to the S-2 Registration Statement).
10.29 Asset Purchase Agreement dated as of May 3, 1996 (effective May 14, 1996)
(incorporated by reference to Exhibit 10.6 to the Second Quarter 10-Q).
10.30 Asset Purchase Agreement dated as of March 25, 1996 (effective July 3, 1996)
(incorporated by reference to Exhibit 10.7 to the Second Quarter 10-Q).
10.31 Amended and Restated Loan Agreement dated as of April 26, 1996, among the Realty
Partnership, CP Hotel Realty Limited Partnership, Midland Building Corporation,
the Trust and Lehman Brothers Holdings, Inc., d/b/a Lehman Capital, a division of
Lehman Brothers Holdings, Inc.
10.32 Letter dated July 16, 1996 from Lehman Brothers Holdings, Inc. agreeing to
extension of the Mortgage Facility to July, 1997.
10.33 Loan agreement, dated as of August 16, 1996, between the SLT Realty Limited
Partnership and Starwood Lodging Trust, as the borrower, and Goldman Sachs
Mortgage Company, as the lender.
10.34 Mortgage and Security Agreement dated May 22, 1996 made by Saunstar Land Co., LLC,
as Fee Mortgagor and Saunstar Operating Co., LLC, as Leasehold Mortgagor to Life
Insurance Company of Georgia.
</TABLE>
52
<PAGE> 57
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------------------------------------------------------------------
<C> <S>
10.35 Loan agreement dated as of September 19, 1996 by and among the Sumitomo Trust and
Banking Co., LTD, as lender and Emstar Realty LLC, as borrower and Starwood
Lodging Trust, Starwood Lodging Corporation and SLT Realty Limited Partnership, as
guarantors.
21. Subsidiaries of the Corporation.
</TABLE>
<TABLE>
<CAPTION>
STATE OF
ENTITY INCORPORATION/ORGANIZATION
--------------------------------------------------------- --------------------------
<S> <C>
Alstar Operating LLC..................................... New York
Columbus Operators, Inc.................................. Ohio
Emstar Operating LLC..................................... New York
Hotel Investors Corporation of Nevada.................... Nevada
Hotel Investors of Arizona, Inc.......................... Arizona
Hotel Investors of Michigan, Inc......................... Michigan
Hotel Investors of Nebraska, Inc......................... Nebraska
Hotel Investors of Virginia, Inc......................... Virginia
Lyntex Properties, Inc................................... Delaware
Midland Building Corporation............................. Illinois
Midland Holding Corporation.............................. Illinois
Midland Hotel Corporation................................ Illinois
Milwaukee Brookfield LP.................................. Wisconsin
Moorland Hotel LP........................................ Wisconsin
Omaha Operators, Inc..................................... Maryland
Operating Philadelphia LLC............................... Delaware
Saunstar Operating Co. LLC............................... Delaware
Scoops, Inc.............................................. Kansas
SLC Allentown LLC........................................ Delaware
SLC Arlington LLC........................................ Delaware
SLC Atlanta II LLC....................................... Delaware
SLC Atlanta LLC.......................................... Delaware
SLC Bloomington LLC...................................... Delaware
SLC Calverton LP......................................... Delaware
SLC Dania LLC............................................ Delaware
SLC Kansas City LLC...................................... Delaware
SLC Los Angeles LLC...................................... Delaware
SLC Minneapolis LLC...................................... Delaware
SLC Needham LLC.......................................... Delaware
SLC Operating LP......................................... Delaware
SLC Palm Desert LLC...................................... Delaware
SLC San Diego LLC........................................ Delaware
SLC St. Louis LLC........................................ Delaware
SLC Tucson LLC........................................... Delaware
SLC Waltham LLC.......................................... Delaware
SLC Westwood Operating LLC............................... Delaware
SLC Winston-Salem LLC.................................... Delaware
Western Host, Inc........................................ California
</TABLE>
53
<PAGE> 58
22. Subsidiaries of the Trust.
<TABLE>
<CAPTION>
STATE OF
ENTITY INCORPORATION/ORGANIZATION
--------------------------------------------------------- --------------------------
<S> <C>
Alstar Realty LLC........................................ New York
CP Hotel Realty LP....................................... Maryland
Emstar Realty LLC........................................ Delaware
Omaha Hotel Venture LP................................... Maryland
Saunstar Land Co. LLC.................................... Delaware
SLT Allentown LLC........................................ Delaware
SLT Arlington LLC........................................ Delaware
SLT Bloomington LLC...................................... Delaware
SLT Dania LLC............................................ Delaware
SLT Financing Partnership LLC............................ Delaware
SLT Kansas City LLC...................................... Delaware
SLT Los Angeles LLC...................................... Delaware
SLT Minneapolis LLC...................................... Delaware
SLT Palm Desert LLC...................................... Delaware
SLT Philadelphia LLC..................................... Delaware
SLT Realty Co. LLC....................................... Delaware
SLT Realty LP............................................ Delaware
SLT San Diego LLC........................................ Delaware
SLT St Louis LLC......................................... Delaware
SLT Tucson LLC........................................... Delaware
SLT Westwood Realty LLC.................................. Delaware
SLT Winston-Salem LLC.................................... Delaware
Starlex LLC.............................................. Delaware
Starwood Atlanta II LLC.................................. Delaware
Starwood Atlanta LLC..................................... Delaware
Starwood Needham LLC..................................... Delaware
Starwood Waltham LLC..................................... Delaware
</TABLE>
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Deloitte & Touche LLP
27. Financial Data Schedule.
- ---------------
(2) The Securities and Exchange Commission file numbers of all filings made
pursuant to the Securities Act of 1934, as amended, and referenced herein
are: 1-6828 (Starwood Lodging Trust) and 1-7959 (Starwood Lodging
Corporation).
(3) Management contract or compensatory plan or arrangement required to be filed
as an exhibit hereto pursuant to Item 14(c) of Form 10-K.
(b) Reports on Form 8-K.
During the fourth quarter of 1996, the Trust and the Corporation filed the
following Joint Current Report on Form 8-K:
The Trust and Corporation filed a Joint Current Report on Form 8-K on
December 5, 1996, to report a three-for-two stock split in the form of a 50%
stock dividend effective January 27, 1997.
54
<PAGE> 59
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
STARWOOD LODGING TRUST
(Registrant)
By: /s/ RONALD C. BROWN
------------------------------------
Ronald C. Brown, Senior Vice
President
Date: December , 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- --------------------------------- ------------------
<S> <C> <C>
/s/ BARRY S. STERNLICHT Chairman, Chief Executive Officer December , 1997
- ---------------------------------------- and Trustee (Principal
Barry S. Sternlicht Executive Officer)
/s/ GARY M. MENDELL President and Trustee December , 1997
- ----------------------------------------
Gary M. Mendell
/s/ RONALD C. BROWN Senior Vice President and Chief December , 1997
- ---------------------------------------- Financial Officer (Principal
Ronald C. Brown Financial and Accounting
Officer)
/s/ STEVEN R. GOLDMAN Senior Vice President and Trustee December , 1997
- ----------------------------------------
Steven R. Goldman
/s/ BRUCE W. DUNCAN Trustee December , 1997
- ----------------------------------------
Bruce W. Duncan
/s/ MADISON F. GROSE Trustee December , 1997
- ----------------------------------------
Madison F. Grose
/s/ ROGER S. PRATT Trustee December , 1997
- ----------------------------------------
Roger S. Pratt
/s/ STEPHEN R. QUAZZO Trustee December , 1997
- ----------------------------------------
Stephen R. Quazzo
/s/ WILLIAM E. SIMMS Trustee December , 1997
- ----------------------------------------
William E. Simms
/s/ DANIEL H. STERN Trustee December , 1997
- ----------------------------------------
Daniel H. Stern
</TABLE>
55
<PAGE> 60
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
STARWOOD LODGING CORPORATION
(Registrant)
Date: December , 1997 By: /s/ ALAN M. SCHNAID
------------------------------------
Alan M. Schnaid, Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- --------------------------------- ------------------
<S> <C> <C>
/s/ EARLE F. JONES Chairman of the Board of December , 1997
- ---------------------------------------- Directors and Director
Earle F. Jones
/s/ ERIC A. DANZIGER President and Chief Executive December , 1997
- ---------------------------------------- Officer (Principal Executive
Eric A. Danziger Officer and Director)
/s/ THEODORE W. DARNALL Executive Vice President and December , 1997
- ---------------------------------------- Chief Operating Officer
Theodore W. Darnall
/s/ ALAN M. SCHNAID Vice President and Corporate December , 1997
- ---------------------------------------- Controller (Principal
Alan M. Schnaid Accounting Officer)
/s/ JEAN-MARC CHAPUS Director December , 1997
- ----------------------------------------
Jean-Marc Chapus
/s/ JONATHAN D. EILIAN Director December , 1997
- ----------------------------------------
Jonathan D. Eilian
/s/ GRAEME W. HENDERSON Director December , 1997
- ----------------------------------------
Graeme W. Henderson
/s/ MICHAEL A. LEVEN Director December , 1997
- ----------------------------------------
Michael A. Leven
/s/ BARRY S. STERNLICHT Director December , 1997
- ----------------------------------------
Barry S. Sternlicht
/s/ DANIEL W. YIH Director December , 1997
- ----------------------------------------
Daniel W. Yih
</TABLE>
56
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Starwood Lodging Trust and Starwood Lodging Corporation (the "Company") on
Forms S-3 (File No. 333-13411 and 333-13325) of our report dated February 21,
1997 on our audits of the separate and combined financial statements of the
Company as of December 31, 1996 and 1995 and for the years ended December 31,
1996 and 1995, which report is included in the Company's Annual Report on Form
10-K.
Coopers & Lybrand L.L.P.
Phoenix, Arizona
December 17, 1997
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
333-13325 and 333-13411 on Form S-3 and Registration Statement No. 333-02721 on
Form S-8 of Starwood Lodging Trust and Starwood Lodging Corporation (the
"Companies") of our report dated March 24, 1995 appearing in this Annual Report
on Form 10-K/A2 of the Companies for the year ended December 31, 1996.
Deloitte & Touche LLP
December 16, 1997
