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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1998
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SCHEDULE 14A INFORMATION
(RULE 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Starwood Hotels & Resorts Trust
Starwood Hotels & Resorts Worldwide, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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STARWOOD HOTELS & STARWOOD HOTELS & ITT CORPORATION
RESORTS TRUST RESORTS WORLDWIDE, INC.
SUPPLEMENT TO
JOINT PROXY STATEMENT
FOR
SPECIAL MEETINGS OF SHAREHOLDERS AND STOCKHOLDERS
OF STARWOOD HOTELS & RESORTS TRUST AND
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
TO BE HELD ON FEBRUARY 18, 1998
SPECIAL MEETING OF STOCKHOLDERS OF ITT CORPORATION
TO BE HELD ON FEBRUARY 12, 1998
This Supplement to the Joint Proxy Statement/Prospectus is being furnished
to shareholders of record of Starwood Hotels & Resorts Trust (the "Trust") on
January 20, 1998 and stockholders of record of Starwood Hotels & Resorts
Worldwide, Inc. (the "Corporation" and, together with the Trust, "Starwood
Lodging") on January 20, 1998 in connection with the solicitation of proxies by
the Trust's Board of Trustees and the Corporation's Board of Directors for use
at the Trust's Special Meeting of Shareholders and the Corporation's Special
Meeting of Stockholders, respectively, to be held on February 18, 1998 at 10:00
a.m. and 10:30 a.m., local time, respectively, and at any and all adjournments
or postponements thereof (the "Starwood Lodging Meetings").
This Supplement is also being furnished to stockholders of record of ITT
Corporation ("ITT") on December 19, 1997 in connection with the solicitation of
proxies by ITT's Board of Directors for use at ITT's Special Meeting of
Stockholders to be held on February 12, 1998 at 11:30 a.m., local time, and at
any and all adjournments or postponements thereof (the "ITT Meeting" and,
together with the Starwood Lodging Meetings, the "Special Meetings").
This Supplement is first being sent on February 3, 1998 to shareholders of
the Trust, stockholders of the Corporation and stockholders of ITT entitled to
receive notice of and vote at the Special Meetings. Shareholders of the Trust,
stockholders of the Corporation and stockholders of ITT should consider the
information contained herein together with the information contained in the
Joint Proxy Statement/ Prospectus. Please contact the Information Agent, D.F.
King & Co., Inc., at (800) 290-6428 if you would like to receive an additional
copy of the Joint Proxy Statement/Prospectus.
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RECENT DEVELOPMENTS
On February 2, 1998, the Clinton Administration released its budget
proposals. Included among the proposals was a provision affecting paired share
REITs, such as Starwood Lodging. The Administration's proposal, if enacted by
Congress, would restrict acquisitions of properties by Starwood Lodging in
circumstances where the property is to be managed by the Corporation. Under the
proposal, with respect to property acquired by Starwood Lodging following the
date of first action by a Congressional Committee on the budget proposal the
Trust and the Corporation would be treated as one entity. Enactment of the
proposal would make it difficult for Starwood Lodging to acquire additional
hotels in the same manner as it has in the past. Under the proposal, pending
transactions, including the acquisition of ITT by Starwood Lodging, and existing
properties would not be affected, and it is Starwood Lodging's understanding
that its management or franchising activities with third parties would not be
affected.
Although Starwood Lodging intends to oppose the Administration's proposal,
it believes that, even if the proposal is adopted in its current form, Starwood
Lodging should be able to modify its structure to enable it to continue to make
future real estate acquisitions, although no assurance can be given in that
regard. See "Risk Factors -- Tax Risks -- Failure to Qualify as a REIT" in the
Joint Proxy Statement/Prospectus.
The Trust Board and the Corporation Board have considered the
Administration's proposal and have reaffirmed their recommendations that
shareholders of the Trust and stockholders of the Corporation vote FOR approval
of the proposals to be considered by shareholders of the Trust and stockholders
of the Corporation set forth in the Joint Proxy Statement/Prospectus. The ITT
Board has also considered the Administration's proposal and has reaffirmed its
recommendations that shareholders of ITT vote FOR approval of the proposal to be
considered by stockholders of ITT set forth in the Joint Proxy Statement/
Prospectus.
Enclosed herewith to shareholders of the Trust and stockholders of the
Corporation are forms of proxies solicited by the Trust's Board of Trustees and
the Corporation's Board of Directors, respectively, with respect to the Starwood
Lodging Meetings and enclosed herewith to stockholders of ITT is a form of proxy
solicited by ITT's Board of Directors with respect to the ITT Meeting. Any valid
proxy earlier delivered by a shareholder or stockholder in connection with any
of the meetings will continue to be voted in accordance with the shareholder
instructions specified thereon, unless revoked at any time prior to exercise of
such proxy by (i) giving a written notice of revocation bearing a later date
than the date of the proxy and delivering such notice as described in the Joint
Proxy Statement/Prospectus, (ii) duly executing a subsequent proxy relating to
the same shares and delivering such proxy as described in the Joint Proxy
Statement/Prospectus or (iii) attending the meeting and voting in person,
although attendance at the meeting will not in and of itself constitute a
revocation of the proxy.
Stockholders of ITT will be separately provided with a Form of Election.
Stockholders of ITT who have already submitted a Form of Election and do not
wish to change their election should ignore such Form of Election. An Election
will be properly made only if the Exchange Agent receives, by 5:00 p.m., New
York City time, on February 11, 1998, a Form of Election properly completed and
signed and accompanied by the certificate or certificates representing the
shares of ITT Common Stock to which such Form of Election relates. See "The
Merger Agreement -- Election of Stock or Cash" in the Joint Proxy
Statement/Prospectus.
