<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 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)
1995 LONG-TERM INCENTIVE PLAN 1995 LONG-TERM INCENTIVE 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. .......................... 20,361,070 $52.63 $1,071,603,114 $316,123
================================================================================================================================
</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 April 9, 1998.
================================================================================
<PAGE> 2
Pursuant to General Instruction E to Form S-8, this registration statement
incorporates by reference the contents of the Registration Statement on Form S-8
(File Nos. 333-02721 and 333-02721-01) filed by Starwood Hotels & Resorts
(formerly Starwood Lodging Trust) and Starwood Hotels & Resorts Worldwide, Inc.
(formerly Starwood Lodging Corporation) (together the "Company" or the
"Registrants" with the Securities and Exchange Commission (the "Commission") on
April 22, 1996.
PART II
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
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 1995 Long-Term Incentive Plan of the Trust, as amended
(incorporated by reference to Exhibit C of the Definitive
Joint Proxy Statement filed with the Commission on Form 14A
on November 12, 1997 (the "1997 Proxy Statement")).
4.6 1995 Long-Term Incentive Plan of the Corporation, as amended
(incorporated by reference to Exhibit D of the 1997 Proxy
Statement).
*5.1 Opinion of Piper & Marbury L.L.P.
*23.1 Consent of Coopers & Lybrand L.L.P.
*24.1 Powers of Attorney (included on signature pages hereto).
</TABLE>
- ---------------
* Filed herewith.
II-1
<PAGE> 3
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 Phoenix, State of Arizona, on this 10th day of
April, 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 April 10, 1998
- ----------------------------------------------------- Officer and Trustee
Barry S. Sternlicht (Principal Executive,
Financial and Accounting
Officer)
/s/ JEAN-MARC CHAPUS Trustee April 10, 1998
- -----------------------------------------------------
Jean-Marc Chapus
/s/ BRUCE W. DUNCAN Trustee April 10, 1998
- -----------------------------------------------------
Bruce W. Duncan
/s/ MADISON F. GROSE Trustee April 10, 1998
- -----------------------------------------------------
Madison F. Grose
/s/ GEORGE J. MITCHELL Trustee April 10, 1998
- -----------------------------------------------------
George J. Mitchell
/s/ ROGER S. PRATT Trustee April 10, 1998
- -----------------------------------------------------
Roger S. Pratt
/s/ STEPHEN R. QUAZZO Trustee April 10, 1998
- -----------------------------------------------------
Stephen R. Quazzo
/s/ STUART M. ROTHENBERG Trustee April 10, 1998
- -----------------------------------------------------
Stuart M. Rothenberg
/s/ RAYMOND S. TROUBH Trustee April 10, 1998
- -----------------------------------------------------
Raymond S. Troubh
</TABLE>
II-2
<PAGE> 4
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 Phoenix, State of Arizona, on this 10th day of
April, 1998.
STARWOOD HOTELS & RESORTS
WORLDWIDE, INC.
By: /s/ RONALD C. BROWN
------------------------------------
Ronald C. Brown
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature to the Registration Statement appears below
hereby appoints Ronald C. Brown and Alan M. Schnaid, 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 of the Board of April 10, 1998
- ----------------------------------------------------- Directors and Director
Barry S. Sternlicht
/s/ RONALD C. BROWN Executive Vice President and April 10, 1998
- ----------------------------------------------------- Chief Financial Officer
Ronald C. Brown (Principal Financial and
Accounting Officer)
/s/ JUERGEN BARTELS Chief Executive, Hotel April 10, 1998
- ----------------------------------------------------- Operating Group and Director
Juergen Bartels (Principal Executive Officer)
Director April , 1998
- -----------------------------------------------------
Brenda C. Barnes
/s/ JONATHAN D. EILIAN Director April 10, 1998
- -----------------------------------------------------
Jonathan D. Eilian
/s/ BRUCE M. FORD Director April 10, 1998
- -----------------------------------------------------
Bruce M. Ford
/s/ GRAEME W. HENDERSON Director April 10, 1998
- -----------------------------------------------------
Graeme W. Henderson
/s/ EARLE F. JONES Director April 10, 1998
- -----------------------------------------------------
Earle F. Jones
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ MICHAEL A. LEVEN Director April 10, 1998
- -----------------------------------------------------
Michael A. Leven
/s/ DANIEL H. STERN Director April 10, 1998
- -----------------------------------------------------
Daniel H. Stern
/s/ BARRY S. VOLPERT Director April 10, 1998
- -----------------------------------------------------
Barry S. Volpert
/s/ DANIEL W. YIH Director April 10, 1998
- -----------------------------------------------------
Daniel W. Yih
</TABLE>
II-4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
4.1 Amended and Restated Declaration of Trust of the Trust, as
amended (incorporated by reference to Exhibit 3.1 of the
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 1995 Long-Term Incentive Plan of the Trust, as amended
(incorporated by reference to Exhibit C of the Definitive
Joint Proxy Statement filed with the Commission on Form 14A
on November 12, 1997 (the "1997 Proxy Statement"))..........
4.6 1995 Long-Term Incentive Plan of the Corporation, as amended
(incorporated by reference to Exhibit D of the 1997 Proxy
Statement)..................................................
*5.1 Opinion of Piper & Marbury L.L.P............................
*23.1 Consent of Coopers & Lybrand L.L.P..........................
*24.1 Powers of Attorney (included on signature pages hereto).....
</TABLE>
- ---------------
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Piper & Marbury]
April 10, 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 the joint
registration statement on Form S-8 (the "Registration Statement") to be filed on
April 10, 1998 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
20,361,070 shares of beneficial interest, $.01 par value, of the Trust (the
"Trust Shares") and 20,361,070 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 Long-Term Incentive Plan of the Trust, as
amended (the "Trust Plan") and the 1995 Long-Term Incentive Plan of the
Corporation; as amended (the "Corporation Plan").
In our capacity as special Maryland counsel, we have reviewed the
following:
(q) The Declaration of Trust of the Trust, as amended to date,
certified by an officer of the Trust (the "Declaration of
Trust");
(r) The Charter of the Corporation, as amended to date, certified by
an officer of the Corporation (the "Charter");
(s) A copy of the Trustees' Regulations of the Trust as in effect on
the date hereof (the "Trust Regulations");
(t) A copy of the By-laws of the Corporation as in effect on the
date hereof (the "Corporation By-laws");
(u) The Registration Statement on Form S-8, relating to the Trust
Shares and the Corporation Shares, to be filed with the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, on April 10, 1998 (together with all
exhibits thereto, the "Registration Statement");
<PAGE> 2
Piper & Marbury
L.L.P.
Starwood Hotels & Resorts
Starwood Hotels & Resorts Worldwide, Inc.
April 10, 1998
Page 2
(v) The Trust Plan and the Corporation Plan;
(w) A specimen certificate evidencing the Trust Shares;
(x) A specimen certificate evidencing the Corporation Shares;
(y) Certified resolutions of the Board of Trustees of the Trust
relating to the filing of the Registration Statement and the
Trust Plan;
(z) Certified resolutions of the Board of Directors of the
Corporation relating to the filing of the Registration Statement
and the Corporation Plan;
(aa) A good standing certificate for the Trust, of recent date,
issued by the Maryland State Department of Assessments and
Taxation (the "Department");
(bb) A good standing certificate for the Corporation, of recent date,
issued by the Department;
(cc) An Officer's Certificate of the Trust dated as of the date
hereof as to certain factual matters (the "Trust Officer's
Certificate");
(dd) An Officer's Certificate of the Corporation dated as of the date
hereof as to certain factual matters (the "Corporation Officer's
Certificate"); and
(ee) 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 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 number of Trust Shares and
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
<PAGE> 3
Piper & Marbury
L.L.P.
Starwood Hotels & Resorts
Starwood Hotels & Resorts Worldwide, Inc.
April 10, 1998
Page 3
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 validly 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 accordance with
the Trust 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,
Piper & Marbury L.L.P.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITOR'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.
Coopers & Lybrand L.L.P.
Phoenix, AZ
April 10, 1998
