<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1998
REGISTRATION NOS. 333- AND 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
------------------------
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C>
STARWOOD HOTELS & RESORTS STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
(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
(602) 852-3900 (602) 852-3900
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ITT CORPORATION 401(K) ITT CORPORATION 401(K)
RETIREMENT SAVINGS PLAN RETIREMENT SAVINGS PLAN
(FULL TITLE OF THE PLAN) (FULL TITLE OF THE PLAN)
BARRY S. STERNLICHT RONALD C. BROWN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER
STARWOOD HOTELS & RESORTS STARWOOD HOTELS & RESORTS
2231 E. CAMELBACK ROAD, SUITE 410 WORLDWIDE, INC.
PHOENIX, ARIZONA 85016 2231 E. CAMELBACK ROAD, SUITE 400
(NAME AND ADDRESS OF AGENT FOR SERVICE) PHOENIX, ARIZONA 85016
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(602) 852-3900 (602) 852-3900
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT
FOR SERVICE) FOR SERVICE)
</TABLE>
COPIES TO:
<TABLE>
<S> <C>
SHERWIN L. SAMUELS, ESQ. LAURA A. LOFTIN, ESQ.
SIDLEY & AUSTIN SIDLEY & AUSTIN
555 WEST FIFTH STREET 555 WEST FIFTH STREET
LOS ANGELES, CALIFORNIA 90013 LOS ANGELES, CALIFORNIA 90013
(213) 896-6000 (213) 896-6000
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
================================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------------------------------
Shares of beneficial interest, $0.01 par
value, of Starwood Hotels & Resorts,
paired with shares of common stock, $0.01
par value, of Starwood Hotels & Resorts
Worldwide, Inc. (2) ...................... 500,000 $46.34 $23,171,900 $6,836
================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, based
upon the average of the high and low prices of the shares as of June 24,
1998.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also registers an undeterminate amount of interests
to be offered or sold pursuant to the ITT Corporation 401(k) Retirement
Savings Plan.
================================================================================
<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 DOCUMENTS BY REFERENCE
The following documents previously filed by Starwood Hotels & Resorts, a
Maryland real estate investment trust (Commission File No. 1-6828) (the
"Trust"), and Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation
(Commission File No. 1-7959) (the "Corporation" and, together with the Trust,
the "Company") or the ITT Corporation 401(k) Retirement Savings Plan (the
"Plan"), with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and are made a part hereof:
(a) The Company's Joint Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) The Company's Joint Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, as amended;
(c) The Company's Joint Current Reports on Form 8-K dated January 2,
1998, February 3, 1998, February 23, 1998, February 24, 1998, and April 24,
1998;
(d) The description of the Company's Paired Shares contained in the
Registration Statement on Form 8-A filed by the Company with the Commission
on October 3, 1986; and
(e) The Plan's Annual Report on Form 11-K for the year ended December
31, 1997.
All documents filed by the Company or the Plan pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 enumerated in
paragraphs (a) through (e) 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 first 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.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation's charter and the Amended and Restated Declaration of the
Trust provide that the Corporation and the Trust, respectively, shall indemnify,
to the fullest extent permitted by law, all persons who may be indemnified
pursuant to the Maryland General Corporation Law (the "MGCL") and Title 8 of the
Corporations and Associations Article of the Annotated Code of Maryland (the
"Maryland REIT Law" and together with the MGCL, the "Maryland Statutes"),
respectively. The Maryland Statutes require a corporation or a Maryland real
estate investment trust (a "Maryland REIT") (unless its charter or declaration
provides otherwise, which the Corporation Articles and the Trust Declaration do
not) to indemnify a director, trustee or officer who has been successful, on the
merits or otherwise, in the defense of any proceeding to which he is made a
party by reason of his service in that capacity. The Maryland Statutes permit a
corporation or Maryland REIT to indemnify its present and former directors,
trustees and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacity unless it is established that (a) the act or omission of
the director, trustee or officer was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the director, trustee or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director, trustee or officer had
reasonable cause to believe that the act or omission was unlawful. However,
under the Maryland Statutes, a Maryland corporation or a Maryland REIT may not
indemnify for an adverse judgment in a suit by or in the right of the
corporation or the Maryland REIT or for a judgment of liability on the basis
that personal benefit was improperly received, unless in either case a court
orders indemnification and then only for expenses. In addition, the Maryland
Statutes permit a corporation or a Maryland REIT to advance reasonable expenses
to a director, trustee or officer upon the receipt by the corporation or the
Maryland REIT of (a) written affirmation by the director, trustee or officer of
his good faith belief that he has met the standard of conduct necessary for
indemnification by the corporation and (b) a written undertaking by or on his
behalf to repay the amount paid or reimbursed by the corporation or the Maryland
REIT if it shall ultimately be determined that the standard of conduct was not
met.
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.
II-2
<PAGE> 4
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.1 Amended and Restated Declaration of Trust of the Trust, as
amended (incorporated by reference to Exhibit 3.1 of the
Company's Joint Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 (the "1997 Form 10-K")).
4.2 Amended and Restated Articles of Incorporation of the
Corporation, as amended (incorporated by reference to
Exhibit 3.2 of the 1997 Form 10-K).
4.3 Amended and Restated Trustees' Regulations of the Trust, as
amended (incorporated by reference to Exhibit 3.3 of the
1997 Form 10-K).
4.4 Amended and Restated Bylaws of the Corporation, as amended
(incorporated by reference to Exhibit 3.4 of the 1997 Form
10-K).
4.5 Pairing Agreement dated June 25, 1986, between the Trust and
the Corporation (incorporated by reference to Exhibit 4.1 to
the Company's Joint Annual Report on Form 10-K for the year
ended December 31, 1994).
4.6 Amendment No. 1 to the Pairing Agreement dated as of
February 1, 1995, between the Trust and the Corporation
(incorporated by reference to Exhibit 4.1 to the Company's
Joint Annual Report on Form 10-K for the year ended December
31, 1994).
4.7 Amendment No. 2 to the Pairing Agreement dated as of January
2, 1998, between the Trust and the Corporation (incorporated
by reference to Exhibit 4.3 to the 1997 Form 10-K).
5.1* Opinion of Piper & Marbury L.L.P.
5.2* Internal Revenue Service determination letter dated February
17, 1998.
23.1* Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of Piper & Marbury L.L.P. (included in Exhibit 5.1).
24.1* Powers of Attorney (included on the signature pages hereto).
</TABLE>
- ---------------
* Filed herewith.
ITEM 9. UNDERTAKINGS
Each of the undersigned registrants (the "Registrants') hereby undertakes:
(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, as amended (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
II-3
<PAGE> 5
offering price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement.
(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 (1)(ii) and (1)(iii) 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 Registrant 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 the 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 securities being registered which remain unsold at the
termination of the offering.
(4) If either Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any
financial statements required by Rule 3-19 of this chapter at the start of
any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided, that such Registrant includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (4) and other information necessary to
ensure that all other information in the prospectus is at least as current
as the date of those financial statements. Notwithstanding the foregoing,
with respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and information
required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if
such financial statements and information are contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
Each 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 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 the time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of a
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such identification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by a 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 Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of White Plains, State of New York, on this 30th
day of June, 1998.
STARWOOD HOTELS & RESORTS
By: /s/ BARRY S. STERNLICHT
------------------------------------
Barry S. Sternlicht
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature to the Registration Statement appears below
hereby appoints Barry S. Sternlicht, Madison F. Grose and Sherwin L. Samuels,
and each of them, as his attorneys-in-fact, with full power of 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.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ BARRY S. STERNLICHT Chairman, Chief Executive June 30, 1998
- ----------------------------------------------------- Officer and Trustee (Principal
Barry S. Sternlicht Executive, Financial and
Accounting Officer)
/s/ JEAN-MARC CHAPUS Trustee June 30, 1998
- -----------------------------------------------------
Jean-Marc Chapus
/s/ BRUCE W. DUNCAN Trustee June 30, 1998
- -----------------------------------------------------
Bruce W. Duncan
/s/ MADISON F. GROSE Trustee June 30, 1998
- -----------------------------------------------------
Madison F. Grose
/s/ GEORGE J. MITCHELL Trustee June 30, 1998
- -----------------------------------------------------
George J. Mitchell
/s/ ROGER S. PRATT Trustee June 30, 1998
- -----------------------------------------------------
Roger S. Pratt
/s/ STEPHEN R. QUAZZO Trustee June 30, 1998
- -----------------------------------------------------
Stephen R. Quazzo
/s/ STUART M. ROTHENBERG Trustee June 30, 1998
- -----------------------------------------------------
Stuart M. Rothenberg
/s/ RAYMOND S. TROUBH Trustee June 30, 1998
- -----------------------------------------------------
Raymond S. Troubh
</TABLE>
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of White Plains, State of New York, on this 30th
day of June, 1998.
STARWOOD HOTELS & RESORTS
WORLDWIDE, INC.
By: /s/ RICHARD D. NANULA
------------------------------------
Richard D. Nanula
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby appoints Ronald C. Brown and Alan M. Schnaid, and each of them, as
his or her attorneys-in-fact, with full power of substitution and
resubstitution, to execute in the name and on behalf of such person,
individually and in the capacity stated below, and to file with the Securities
and Exchange Commission, any and all amendments (including post-effective
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.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ BARRY S. STERNLICHT Director June 30, 1998
- -----------------------------------------------------
Barry S. Sternlicht
/s/ RICHARD D. NANULA Chief Executive Officer and June 30, 1998
- ----------------------------------------------------- Director (Principal Executive
Richard D. Nanula Officer)
/s/ RONALD C. BROWN Executive Vice President and June 30, 1998
- ----------------------------------------------------- Chief Financial Officer
Ronald C. Brown (Principal Financial and
Accounting Officer)
/s/ BRENDA C. BARNES Director June 30, 1998
- -----------------------------------------------------
Brenda C. Barnes
/s/ JUERGEN BARTELS Director June 30, 1998
- -----------------------------------------------------
Juergen Bartels
/s/ JONATHAN D. EILIAN Director June 30, 1998
- -----------------------------------------------------
Jonathan D. Eilian
/s/ BRUCE M. FORD Director June 30, 1998
- -----------------------------------------------------
Bruce M. Ford
/s/ GRAEME W. HENDERSON Director June 30, 1998
- -----------------------------------------------------
Graeme W. Henderson
/s/ EARLE F. JONES Director June 30, 1998
- -----------------------------------------------------
Earle F. Jones
</TABLE>
II-6
<PAGE> 8
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ MICHAEL A. LEVEN Director June 30, 1998
- -----------------------------------------------------
Michael A. Leven
Director June , 1998
- -----------------------------------------------------
Daniel H. Stern
/s/ BARRY S. VOLPERT Director June 30, 1998
- -----------------------------------------------------
Barry S. Volpert
/s/ DANIEL W. YIH Director June 30, 1998
- -----------------------------------------------------
Daniel W. Yih
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Phoenix, State of Arizona, on June
30,1998.
ITT CORPORATION 401(K)
RETIREMENT SAVINGS PLAN
By: /s/ ALAN M. SCHNAID
--------------------------------------
Alan M. Schnaid
Title: Vice President and Corporate
Controller
--------------------------------------
II-7
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
4.1 Amended and Restated Declaration of Trust of Starwood Hotels
& Resorts (the "Trust"), as amended (incorporated by
reference to Exhibit 3.1 of the Company's Joint Annual
Report on Form 10-K for the fiscal year ended December 31,
1997 (the "1997 Form 10-K"))................................
4.2 Amended and Restated Articles of Incorporation of Starwood
Hotels & Resorts Worldwide, Inc. (the "Corporation"), as
amended (incorporated by reference to Exhibit 3.2 of the
1997 Form 10-K).............................................
4.3 Amended and Restated Trustees' Regulations of the Trust, as
amended (incorporated by reference to Exhibit 3.3 of the
1997 Form 10-K).............................................
4.4 Amended and Restated Bylaws of the Corporation, as amended
(incorporated by reference to Exhibit 3.4 of the 1997 Form
10-K).......................................................
4.5 Pairing Agreement dated June 25, 1986, between the Trust and
the Corporation (incorporated by reference to Exhibit 4.1 to
the Company's Joint Annual Report on Form 10-K for the year
ended December 31, 1994)....................................
4.6 Amendment No. 1 to the Pairing Agreement dated as of
February 1, 1995, between the Trust and the Corporation
(incorporated by reference to Exhibit 4.1 to the Company's
Joint Annual Report on Form 10-K for the year ended December
31, 1994)...................................................
4.7 Amendment No. 2 to the Pairing Agreement dated as of January
2, 1998, between the Trust and the Corporation (incorporated
by reference to Exhibit 4.3 to the 1997 Form 10-K)..........
5.1* Opinion of Piper & Marbury L.L.P............................
5.2* Internal Revenue Service determination letter dated February
17, 1998....................................................
23.1* Consent of Coopers & Lybrand L.L.P..........................
23.2* Consent of Arthur Andersen LLP..............................
23.3* Consent of Piper & Marbury L.L.P. (included in Exhibit
5.1)........................................................
24.1* Powers of Attorney (included on the signature pages
hereto).....................................................
</TABLE>
- ---------------
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
[PIPER & MARBURY L.L.P. LETTERHEAD]
June 26, 1998
Starwood Hotels & Resorts
2231 East Camelback Road, Suite 410
Phoenix, Arizona 85016
Starwood Hotels & Resorts Worldwide, Inc.
2231 East Camelback Road, Suite 400
Phoenix, Arizona 85016
Ladies and Gentlemen:
We have acted as special Maryland counsel in connection with the joint
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, by Starwood Hotels & Resorts, a Maryland real estate investment trust
(the "Trust"), and Starwood Hotels & Resorts Worldwide, Inc., a Maryland
corporation (the "Corporation"), relating to the registration of an aggregate of
500,000 shares of beneficial interest, $.01 par value, of the Trust (the "Trust
Shares") and 500,000 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 ITT Corporation 401(k) Retirement Savings Plan, as amended (the
"ITT Plan").
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 Trust (the "Declaration of Trust");
(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");
<PAGE> 2
[PIPER & MARBURY L.L.P. LETTERHEAD]
Starwood Hotels & Resorts
Starwood Hotels & Resorts Worldwide, Inc.
June 26, 1998
Page 2
(d) A copy of the By-laws of the Corporation as in effect on the date
hereof (the "Corporation By-laws");
(e) The Registration Statement;
(f) The ITT Plan;
(g) A specimen certificate evidencing the Trust Shares;
(h) A specimen certificate evidencing the Corporation Shares;
(i) Certified resolutions of the Board of Trustees of the Trust relating to
the filing of the Registration Statement and the ITT Plan;
(j) Certified resolutions of the Board of Directors of the Corporation
relating to the filing of the Registration Statement and the ITT Plan;
(k) A good standing certificate for the Trust, dated June 9, 1998, issued
by the Maryland State Department of Assessments and Taxation (the
"Department");
(l) A good standing certificate for the Corporation, dated June 9, 1998,
issued by the Department;
(m) An Officer's Certificate of the Trust dated as of the date hereof as to
certain factual matters (the "Trust Officer's Certificate");
(n) An Officer's Certificate of the Corporation dated as of the date hereof
as to certain factual matters (the "Corporation Officer's
Certificate"); and
(p) Such other documents as we have considered necessary to the rendering
of the opinions expressed below.
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 that all public records reviewed are
accurate and complete. As to any facts material to this
<PAGE> 3
[PIPER & MARBURY L.L.P. LETTERHEAD]
Starwood Hotels & Resorts
Starwood Hotels & Resorts Worldwide, Inc.
June 26, 1998
Page 3
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 prior to the issuance of any Corporation Shares and Trust
Shares there will exist, under the Charter or the Declaration of Trust, 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) When issued as described in the Registration Statement and in
accordance with the ITT Plan, the Corporation Shares will be
validly issued, fully paid and nonassessable.
(iv) When issued as described in the Registration Statement and in
accordance with the ITT Plan, the Trust Shares will be validly
issued, fully paid and nonassessable.
The opinions expressed above are limited to the laws 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 5.1 to the Registration
Statement and to the reference to our firm in the Registration Statement.
Very truly yours,
/s/ PIPER & MARBURY L.L.P.
<PAGE> 1
EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH 45201
Date: Feb 17, 1998 Employer Identification Number:
88-0340691
DLN:
17007273083007
ITT CORP Person to Contact:
1330 AVENUE OF THE AMERICAS CINDY PERRY
NEW YORK, NY 10019-5490 (513) 241-8199
Plan Name:
ITT CORP 401(K) RETIREMENT SAVINGS
PLAN
Plan Number: 003
Dear Applicant:
We have made a favorable determination on your plans identified above
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some events that may affect the qualified
status of your employee retirement plans and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated 2/11/98. The proposed amendments should be
adopted on or before the date prescribed by the regulations under Code section
401(b).
This determination letter is applicable for the amendment(s) adopted on
7/23/96.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirements of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-1(b) of the regulations with respect to
those benefits, rights and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plans, coverage
group consists of those employees treated as currently benefitting for purposes
of
<PAGE> 2
demonstrating that the plan satisfies the minimum coverage requirements section
410(b) of the Code.
Except as otherwise specified, this letter may not be relied upon with
respect to whether the plan satisfies the qualification requirements as amended
by the Uruguay Round Agreements Act Pub. L. 103-465 and by the Small Business
Job Protection Act of 1996 (SBJPA), Pub. L. 104-103 other than the requirements
of Code Section 401(a)(26).
Based on the information supplied, we have determined that your plan
meets the requirements of section 401(k) of the Internal Revenue Code.
This letter considers the amendments required by the Tax Reform Act of
1986, except as otherwise specified in this letter.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ PAUL M. HARRINGTON
-----------------------------
Paul M. Harrington
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE> 1
[COOPERS & LYBRAND LETTERHEAD]
Exhibit 23.1
INDEPENDENT ACCOUNTANT'S CONSENT
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 27, 1998, on our audits of the financial
statements and financial statement schedules appearing in the Joint Annual
Report of Starwood Hotels & Resorts (formerly Starwood Lodging Trust) and
Starwood Hotels & Resorts Worldwide, Inc. (formerly Starwood Lodging
Corporation) on Form 10-K.
Phoenix, AZ
June 29, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 12, 1998 on the consolidated financial statements and financial
statement schedule of ITT Corporation, and our report dated March 11, 1998 on
the combined financial statements of Westin Hotels & Resorts Worldwide, Inc.,
the consolidated financial statements of W&S Hotel L.L.C., and the combined
financial statements of the predecessor business included in Starwood Hotels &
Resorts and Starwood Hotels & Resorts Worldwide, Inc. Joint Current Report on
Form 8-K dated February 23, 1998 and to all references to our Firm included in
this Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
June 30, 1998
