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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 24, 1998
COMMISSION FILE NUMBER: 1-6828
STARWOOD HOTELS &
RESORTS
(Exact name of registrant as specified in charter)
MARYLAND
(State or other jurisdiction
of incorporation)
1-6828
(Commission file number)
52-0901263
(I.R.S. employer identification no.)
2231 EAST CAMELBACK ROAD., SUITE 410
PHOENIX, ARIZONA 85016
(Address of principal executive
offices, including zip code)
(602) 852-3900
(Registrant's telephone number, including area code)
STARWOOD HOTELS &
RESORTS WORLDWIDE, INC.
(Exact name of registrant as specified in charter)
MARYLAND
(State or other jurisdiction
of incorporation or organization)
1-7959
(Commission file number)
52-1193298
(I.R.S. employer identification no.)
2231 EAST CAMELBACK ROAD, SUITE 400
PHOENIX, ARIZONA 85016
(Address of principal executive
offices, including zip code)
(602) 852-3900
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANTS' CERTIFYING ACCOUNTANT.
(a) Previous independent accountants.
(i) On April 24, 1998, Starwood Hotels & Resorts (the "Trust") and
Starwood Hotels & Resorts Worldwide, Inc. (the "Corporation," and the
Trust and the Corporation together the "Company") dismissed Coopers &
Lybrand LLP as the Company's independent accountants.
(ii) The reports of Coopers & Lybrand LLP on the financial statements of
the Company for the past two fiscal years contain no adverse opinion
or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) The Audit Committee of the Board of Trustees of the Trust and the
Audit Committee of the Board of the Directors of the Corporation
participated in and approved the decision to change independent
accountants.
(iv) In connection with Coopers & Lybrand LLP's audits for the Company's
two most recent fiscal years and through April 24, 1998, there have
been no disagreements with Coopers & Lybrand LLP on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedure which disagreements if not resolved to
the satisfaction of Coopers & Lybrand LLP would have caused them to
make reference thereto in their report on the financial statements
for such years.
(v) During the Company's two most recent fiscal years and through April
24, 1998, there has been no reportable event as defined in Regulation
S-K Item 304(a)(1)(v).
(vi) The Company has requested that Coopers & Lybrand LLP furnish the
Company with a letter addressed to the SEC stating whether or not
Coopers & Lybrand LLP agrees with the above statements. A copy of
such letter, dated May 1, 1998, is filed as Exhibit 16.1 to this
report.
(b) New independent accountants.
(i) The Company engaged Arthur Andersen LLP, the auditors of ITT
Corporation and of Westin Hotels & Resorts Worldwide, Inc. and certain
affiliates prior to such entities' acquisition by the Company, as the
Company's new independent accountants as of April 24, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
16.1 Letter of Coopers & Lybrand LLP dated May 1, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STARWOOD HOTELS & RESORTS
Date: May 1, 1998 By: /s/ BARRY S. STERNLICHT
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Barry S. Sternlicht
Chairman and
Chief Executive Officer
STARWOOD HOTELS & RESORTS
WORLDWIDE, INC.
Date: May 1, 1998 By: /s/ RONALD C. BROWN
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Ronald C. Brown
Executive Vice President
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Exhibit 16
May 1, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Starwood Hotels & Resorts and Starwood
Hotels & Resorts Worldwide, Inc. (together the "Company") (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report dated April 24, 1998. We
agree with the statements concerning our firm in such Form 8-K.
Very truly yours,
/s/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
