<PAGE> 1
As filed with the Securities and Exchange Commission on January 13, 1997
Registration No. 333-02721
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
<TABLE>
<S> <C>
STARWOOD LODGING TRUST STARWOOD LODGING CORPORATION
(Exact name of registrant as specified (Exact name of registrant as specified
in its governing instruments) in its governing instruments)
MARYLAND MARYLAND
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
2231 E. CAMELBACK ROAD, SUITE 410 2231 E. CAMELBACK ROAD, SUITE 400
PHOENIX, ARIZONA 85016 PHOENIX, ARIZONA 85016
(602) 852-3900 (602) 852-3900
(Address of principal executive offices) (Address of principal executive offices)
STARWOOD LODGING TRUST STARWOOD LODGING CORPORATION
1995 LONG TERM INCENTIVE PLAN 1995 LONG TERM INCENTIVE PLAN
(Full title of the plan) (Full title of the Plan)
RONALD C. BROWN ERIC A. DANZIGER
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER PRESIDENT AND CHIEF EXECUTIVE OFFICER
2231 E. CAMELBACK ROAD, SUITE 410 2231 E. CAMELBACK ROAD, SUITE 400
PHOENIX, ARIZONA 85016 PHOENIX, ARIZONA 85016
(602) 852-3900 (602) 852-3900
(Name, address and telephone number, (Name, address and telephone number,
including area code, of agent for service) including area code, of agent for service)
</TABLE>
Copy to:
SHERWIN L. SAMUELS, ESQ.
SIDLEY & AUSTIN
555 WEST FIFTH STREET
LOS ANGELES, CALIFORNIA 90013
(213) 896-6000
CALCULATION OF REGISTRATION FEE
- - - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities to Amount to be maximum offering maximum aggregate Amount of
be registered registered price per share(1) offering price(1)(2) registration fee(2)
- - - ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of beneficial 4,250,000 paired $51.56 $188,362,120 $59,184
interest, $0.01 par shares
value, of Starwood
Lodging Trust, Paired
with Shares of common
stock, $0.01 par
value, of Starwood
Lodging Corporation
- - - ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rules 457(h)(1) and 457(c) under the Securities Act
of 1933, based upon the exercise price for outstanding stock options
and the average of the high and low sale prices of the paired shares
on the New York Stock Exchange on January 6, 1997.
(2) A registration fee of $17,358 was previously paid on April 22, 1996,
for registration of 1,573,000 paired shares at a maximum aggregate
offering price of $50,336,000.
===============================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and
the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by Starwood Lodging Trust (the
"Trust") and Starwood Lodging Corporation (the "Corporation" and, together with
the Trust, the "Company") are incorporated herein by reference and shall be
deemed to be a part hereof:
(a) The description of the Paired Shares contained in the
Registration Statement on Form 8-A filed by the Company with the Commission on
October 3, 1986, including any amendments or reports filed for the purpose of
updating such description.
(b) The Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
(c) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996.
(d) The Company's Current Reports on Form 8-K filed on (i)
January 18, 1996 (as amended by Form 8-K/A filed on March 19, 1996) (ii)
February 5, 1996 (as amended by Form 8-K/A filed on February 12, 1996) (iii)
May 3, 1996, (iv) May 16, 1996, (v) July 15, 1996, (vi) August 26, 1996 and
(vii) December 12, 1996.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, are
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the respective dates of filing of such documents (such
documents, and the documents
<PAGE> 3
enumerated above, being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Certain provisions of the MGCL provide that the Company may,
and in some circumstances must, indemnify the trustees, directors and officers
of the Company against liabilities and expenses incurred by such person by
reason of the fact that such person was serving in such capacity, subject to
certain limitations and conditions set forth in the statute. The Corporation's
Articles of Incorporation and the Trust's Declaration of Trust provide that the
Corporation and Trust shall indemnify its directors, trustees and officers to
the extent permitted by the MGCL.
The Company has entered into indemnification agreements with
its directors, trustees and executive officers providing for the maintenance of
directors, trustees and officers liability insurance, subject to certain
conditions, and the indemnification of and advance of expenses to such
directors, trustees and executive officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
-2-
<PAGE> 4
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- - - -------- ----------------------
<S> <C>
4.1 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 (the "January 1995 Form 8-K").
4.2 Amendment and Restatement of Articles of Incorporation of the Corporation, as amended (incorporated by
reference to Exhibit 3B to the January 31 Form 8-K).
4.3 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").
4.4 Bylaws of Starwood Lodging Corporation (incorporated by reference to Exhibit 3.4 to the 1994 10-K).
4.5 Starwood Lodging Trust 1995 Long Term Incentive Plan. (incorporated by reference to the Exhibit to the Trust's
and the Corporation's Joint Proxy Statement dated November 25, 1996 (the "1996 Proxy Statement").
4.6 Starwood Lodging Corporation 1995 Long Term Incentive Plan. (incorporated by reference to the Exhibit to the
1996 Proxy Statement).
*5 Opinion of Counsel.
*23.1 Consent of Counsel (included in Exhibit 5).
*23.2 Consent of Coopers & Lybrand L.L.P.
*23.3 Consent of Pannell Kerr Forster, PC
*23.4 Consent of Deloitte & Touche LLP
*23.5 Consent of Arthur Andersen LLP
*24 Powers of Attorney (contained in the signature pages hereto).
</TABLE>
_________________________
* Filed herewith.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
-3-
<PAGE> 5
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if this Registration Statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the Common Stock being registered which remains unsold at the
termination of the offering.
-4-
<PAGE> 6
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
-5-
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Amendment
No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on this 7th day of January, 1997.
STARWOOD LODGING TRUST
By: /s/ RONALD C. BROWN
------------------------------
Ronald C. Brown
Senior Vice President and
Chief Financial Officer
-6-
<PAGE> 8
POWER OF ATTORNEY
Each person whose signature to the Registration Statement
appears below hereby appoints Barry S. Sternlicht and Ronald C. Brown, and each
of them, as his attorneys-in-fact, with full power and substitution and
resubstitution, to execute in the name and on behalf of such person,
individually and in the capacity stated below, and to file all amendments to
this Registration Statement, which amendments may make such changes in and
additions to this Registration Statement as such attorneys-in-fact may deem
necessary or appropriate.
<TABLE>
<CAPTION>
Name Capacity
- - - ---- --------
<S> <C> <C>
/s/ Barry S. Sternlicht Chairman, Chief Executive January 7, 1997
- - - ----------------------- Officer and Trustee
Barry S. Sternlicht (Principal Executive Officer)
/s/ Ronald C. Brown Senior Vice President and January 7, 1997
- - - ----------------------- Chief Financial Officer
Ronald C. Brown (Principal Financial and
Accounting Officer)
/s/ Bruce W. Duncan Trustee January 2, 1997
- - - -----------------------
Bruce W. Duncan
/s/ Steven R. Goldman Trustee, Senior January 3, 1997
- - - ----------------------- Vice President
Steven R. Goldman
/s/ Madison F. Grose Trustee January 7, 1997
- - - -----------------------
Madison F. Grose
/s/ Stephen R. Quazzo Trustee January 3, 1997
- - - -----------------------
Stephen R. Quazzo
/s/ William E. Simms Trustee January 3, 1997
- - - -----------------------
William E. Simms
</TABLE>
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Amendment
No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on this 7th day of January, 1997.
STARWOOD LODGING CORPORATION
By: /s/ ERIC A. DANZIGER
-------------------------------------
Eric A. Danziger
President and Chief Executive Officer
<PAGE> 10
POWER OF ATTORNEY
Each person whose signature to the Registration Statement
appears below hereby appoints Eric A. Danziger and Earle F. Jones, and each of
them , as his attorneys-in-fact, with full power and substitution and
resubstitution, to execute in the name and on behalf of such person,
individually and in the capacity stated below, and to file all amendments to
this Registration Statement, which amendments may make such changes in and
additions to this Registration Statement as such attorneys-in-fact may deem
necessary or appropriate.
<TABLE>
<CAPTION>
Name Capacity
- - - ---- --------
<S> <C> <C>
/s/ Earle F. Jones Chairman of the January 7, 1997
- - - ----------------------- Board and Director
Earle F. Jones
/s/ Eric A. Danziger President and Chief January 7, 1997
- - - ----------------------- Executive Officer
Eric A. Danziger (Principal Executive
Officer)
/s/ Theodore W. Darnall Executive Vice President January 7, 1997
- - - ----------------------- and Chief Operating Officer
Theodore W. Darnall
/s/ Alan M. Schnaid Principal Accounting January 7, 1997
- - - ----------------------- Officer
Alan M. Schnaid
/s/ Bruce M. Ford Director January 7, 1997
- - - -----------------------
Bruce M. Ford
/s/ Graeme W. Henderson Director January 6, 1997
- - - -----------------------
Graeme W. Henderson
</TABLE>
<PAGE> 11
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- - - -------- ----------------------
<S> <C>
4.1 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 (the "January 1995 Form 8-K").
4.2 Amendment and Restatement of Articles of Incorporation of the Corporation, as amended (incorporated by
reference to Exhibit 3B to the January 31 Form 8-K).
4.3 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").
4.4 Bylaws of Starwood Lodging Corporation (incorporated by reference to Exhibit 3.4 to the 1994 10-K).
4.5 Starwood Lodging Trust 1995 Long Term Incentive Plan (incorporated by reference to the Exhibit to the Trust and the
Corporation's Joint Proxy Statement dated November 25, 1996 (the "1996 Proxy Statement").
4.6 Starwood Lodging Corporation 1995 Long Term Incentive Plan. (incorporated by reference to the Exhibit to the 1996
Proxy Statement).
*5 Opinion of Counsel.
*23.1 Consent of Counsel (included in Exhibit 5).
*23.2 Consent of Coopers & Lybrand L.L.P.
*23.3 Consent of Pannell Kerr Forster, PC
*23.4 Consent of Deloitte & Touche LLP
*23.5 Consent of Arthur Andersen LLP
*24 Powers of Attorney (contained in the signature pages hereto).
</TABLE>
* Filed herewith.
<PAGE> 1
EXHIBIT 5
[LETTERHEAD OF PIPER & MARBURY]
January 13, 1997
Starwood Lodging Trust
2231 East Camelback Road, Suite 410
Phoenix, Arizona 85016
Ladies and Gentlemen:
We have acted as special Maryland counsel in connection with an
amendment ("Amendment No. 1") to be filed January 13, 1997 to the joint
registration statement on Form S-8 (the "Registration Statement") filed on
April 18, 1996 by Starwood Lodging Trust, a Maryland real estate investment
trust (the "Trust"), and Starwood Lodging Corporation, a Maryland corporation
(the "Corporation"), relating to the registration of an aggregate of 4,250,000
shares of beneficial interest, $.01 par value, of the Trust (the "Trust
Shares") and 4,250,000 shares of common stock, $.01 par value, of the
Corporation (the "Corporation Shares") which are "paired" and traded as units
consisting of one Trust Share and one Corporation Share (the "Paired Common
Shares"), to be issued under the 1995 Trust Share Option Plan of the Trust, as
amended (the "Trust Plan") and the 1995 Corporation Share Option Plan of the
Corporation, as amended (the "Corporation Plan" and, together with the Trust
Plan, the "Plans").
In our capacity as special Maryland counsel, we have reviewed the
following:
(a) The Declaration of Trust of the Trust, as amended to date, certified by
an officer of the Corporation (the "Charter");
(b) The Charter of the Corporation, as amended to date, certified by an
officer of the Corporation (the "Charter");
(c) A copy of the Trustees Regulations of the Trust as in effect on the
date hereof (the "Trust Regulations");
(d) A copy of the By-laws of the Corporation as in effect on the date
hereof (the "Corporation By-laws");
<PAGE> 2
Starwood Lodging Trust PIPER & MARBURY L.L.P.
Starwood Lodging Corporation
January 13, 1997
Page 2
(e) The Registration Statement on Form S-8, relating to the Trust Shares
and the Corporation Shares, filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, on April
18, 1996 (together with all exhibits thereto, the "Registration
Statement");
(f) Amendment No. 1
(g) The Trust Plan;
(h) The Corporation Plan;
(i) A specimen certificate evidencing the Trust Shares;
(j) A specimen certificate evidencing the Corporation Shares;
(k) Certified resolutions of the Board of Trustees of the Trust relating to
the filing of the Registration Statement;
(l) Certified resolutions of the Board of Directors of the Corporation
relating to the filing of the Registration Statement;
(m) A good standing certificate for the Trust, dated December 30, 1996
issued by the Maryland State Department of Assessments and Taxation
(the "Department");
(n) A good standing certificate for the Corporation, dated December 30,
1996, issued by the Department;
(o) An Officer's Certificate of the Trust dated as of the date hereof as to
certain factual matters (the "Trust Officers' Certificate");
(p) An Officer's Certificate of the Corporation dated as of the date hereof
as to certain factual matters (the "Corporation Officers'
Certificate"); and
(q) Such other documents as we have considered necessary to the rendering
of the opinions expressed below.
<PAGE> 3
PIPER & MARBURY
LLP
Starwood Lodging Trust
Starwood Lodging Corporation
January 13, 1997
Page 3
In such examination, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all
individuals who have executed any of the aforesaid documents, the authenticity
of all documents submitted to us as originals, the conformity with originals of
all documents submitted to us as copies and all public records received are
accurate and complete. As to any facts material to this opinion which we did
not independently establish or verify, we have relied solely upon the Trust
Officer's Certificate and the Corporation Officer's Certificate and have not
independently verified the matters stated therein.
We assume also that the issuance, sale and amount of the Trust Shares
and the Corporation Shares to be offered from time to time will be authorized
and determined by proper action of the Board of Trustees of the Trust and the
Board of Directors of the Corporation, as the case may be, in accordance with
the parameters described in the Registration Statement (each, a "Board Action")
and in accordance with the Declaration of Trust and the Charter, respectively,
and applicable Maryland law. We further assume that prior to the issuance of
any Corporation Shares and Trust Shares there will exist, under the Declaration
of Trust or the Charter, as the case may be, the requisite number of authorized
but unissued Corporation Shares or Trust Shares, as the case may be.
Based upon the foregoing, we are of the opinion that
(i) The Trust has been duly formed and is validly existing
in good standing as a real estate investment trust under the laws of the State
of Maryland.
(ii) The Corporation has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the State
of Maryland.
(iii) (A) When specifically authorized for issuance by the
Corporation's Board of Directors in an amount not exceeding the authorized but
unissued capital stock of the Corporation and (B) when issued as described in
the Registration Statement and in accordance with the Corporation Plan, the
Corporation Shares will be legally issued, fully paid and nonassessable.
(iv) (A) When specifically authorized for issuance by the
Trust's Board of Trustees in an amount not exceeding the authorized but
unissued capital stock of the Trust and (B) when issued as described in the
Registration Statement and in
<PAGE> 4
PIPER & MARBURY
L.L.P.
Starwood Lodging Trust
Starwood Lodging Corporation
January 13, 1997
Page 4
accordance with the Trust Plan, the Trust Shares will be legally issued, fully
paid and nonassessable.
The opinions expressed above are limited to the law of Maryland,
exclusive of the securities or "blue sky" laws of the State of Maryland. We
hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and to the reference to our firm in the Registration Statement.
Very truly yours,
/s/ Piper & Marbury LLP
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the registration statement of
Starwood Lodging Trust and Starwood Lodging Corporation on Form S-8 (File No.
333-02721) filed under the Securities Act of 1933, as amended, of our report
dated January 31, 1996 appearing in the Annual Report on Form 10-K, as amended
of Starwood Lodging Trust and Starwood Lodging Corporation (collectively, the
"Company") for the year ended December 31, 1995, of our report dated March 8,
1996 on our audits of the combined financial statements and supplementary
information of Winston-Salem Hotel Ventures, Inc.; Needham Hotel Ventures,
L.P.; Needham Hotel Ventures, II, Inc.; Needham Hotel Ventures, Inc.;
Minneapolis Hotel Ventures, Inc.; Palm Desert Hotel Ventures, Inc.; Allentown
Hotel Ventures, Inc.; HOD Allentown I Corp.; HOD Allentown II Corp.; HOD
Allentown Trust, Atlanta Hotel Ventures, Inc.; Tucson Hotel Ventures, Inc.; St.
Louis Ventures, Inc.; and Arlington Heights Hotel Ventures, Inc. (collectively,
the "Hotels of Distinction") as of and for the years ended December 31, 1995
and 1994, which report is included in the Company's current report on Form 8-K
dated June 28, 1996, and of our report dated February 9, 1996 on our audit of
the financial statements of the Terrace Gardens and Lenox Inn for the year
ended December 31, 1995, appearing in the Company's current report on Form
8-K/A dated January 4, 1996.
/s/ COOPERS & LYBRAND L.L.P.
- - - ----------------------------
Coopers & Lybrand L.L.P.
San Francisco, California
January 7, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 of Starwood Lodging Trust and Starwood Lodging Corporation of our
report dated January 26, 1996 and our audit of the statement of net assets of
hotel operations of 730 Minn. Hotel Properties I, Inc. d/b/a Doubletree Grand
Hotel at Mall of America as of December 31, 1995, 1994 and 1993 and the related
statements of hotel operating revenue and expenses and hotel cash flows for each
of the three years in the period ended December 31, 1995, our report dated
January 30, 1996 on our audit of the statement of net assets of hotel operations
of 730 Mass. Hotel Properties I, Inc. d/b/a Westin - Waltham Hotel as of
December 31, 1995, 1994 and 1993 and the related statements of hotel operating
revenue and expenses and hotel cash flows for the years ended December 31, 1995
and 1994 and the period from April 1, 1993 (commencement of operations) to
December 31, 1993, our report dated February 27, 1996 on our audit of the
statement of net assets of hotel operations of 730 MO Hotel Properties I, Inc.
d/b/a The Ritz-Carlton, Kansas City as of December 31, 1995 and 1994 and the
related statements of hotel operating revenue and expenses and hotel cash flows
for the year ended December 31, 1995 and the period from February 22, 1994
(commencement of operations) to December 31, 1994, our report dated February 13,
1996 on our audit of the statement of net assets of hotel operations of 730
Georgia Hotel Properties I, Inc. d/b/a Doubletree Concourse, Atlanta as of
December 31, 1995 and 1994 and the related statements of hotel operating revenue
and expenses and hotel cash flows for the year ended December 31, 1995 and the
period from April 5, 1994 (commencement of operations) to December 31, 1994, our
report dated February 17, 1996 on our audit of the balance sheet of 730 Cal
Hotel Properties I Associates d/b/a Doubletree Hotel - Horton Plaza as of
December 31, 1995, 1994 and 1993 and the related statements of operations and
partners' capital, and cash flows for each of the three years in the period
ended December 31, 1995, our report dated February 28, 1996 on our audit of the
statement of net assets of hotel operations of 730 Cal Hotel Properties II, Inc.
d/b/a Doubletree Hotel Los Angeles Airport as of December 31, 1995, 1994 and
1993 and the related statements of hotel operating revenue and expenses and
hotel cash flows for the years ended December 31, 1995 and 1994 and the period
from April 1, 1993 (commencement of operations) to December 31, 1993, our report
dated June 21, 1996 on our audit of the Historical Summaries of Gross Revenue
and Direct Operating Expenses of the hotel property, The Ritz-Carlton,
Philadelphia, for the years ended December 31, 1995 and 1994, our report dated
May 17, 1996 on our audit of the Historical Summary of Gross Revenue and Direct
Operating Expenses of the hotel property, The Sheraton Fort Lauderdale Airport
Hotel, for the year ended December 31, 1995, our report dated June 20, 1996 on
our audit of the Historical Summary of Gross Revenue and Direct Operating
Expenses of the hotel property, The Ritz-Carlton, Kansas City, for the year
ended December 31, 1993, and our report dated June 26, 1996 on our audit of the
Historical Summary of Gross Revenue and Direct Operating Expenses of the hotel
property, Doubletree Concourse Hotel, Atlanta, for the year ended December 31,
1993 which reports are included in Form 8-K dated July 15, 1996.
PANNELL KERR FORSTER, PC
Boston, Massachusetts
January 10, 1997
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-02721 of Starwood Lodging Trust and Starwood
Lodging Corporation on Form S-8 of our report dated March 24, 1995, appearing
in the Annual Report on Form 10-K/A of Starwood Lodging Trust and Starwood
Lodging Corporation for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
- - - -------------------------
DELOITTE & TOUCHE LLP
Los Angeles, California
January 8, 1997
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 25, 1996, on
the Hotel operations financial statements of GHI Hotel Investors 1985, L.P.
included in Form 8-K of Starwood Lodging Trust and Starwood Lodging Corporation
dated April 26, 1996. It should be noted that we have not audited any financial
statements of the Hotel operations of GHI Hotel Investors 1985, L.P.
subsequent to December 31, 1995, of performed any audit procedures subsequent
to the date of our report.
/s/ ARTHUR ANDERSEN LLP
Phoenix, Arizona,
January 10, 1997.
