<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1999
REGISTRATION NOS. 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 & STARWOOD HOTELS & RESORTS
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 OF INCORPORATION OR
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
ORGANIZATION)
52-0901263
52-1193298 (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
777 WESTCHESTER AVENUE
WHITE PLAINS, NEW YORK 10604
(ADDRESS INCLUDING ZIP CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
1999 LONG-TERM INCENTIVE COMPENSATION PLAN
(FULL TITLE OF PLAN)
THOMAS C. JANSON, JR., ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
777 WESTCHESTER AVENUE
WHITE PLAINS, NEW YORK 10604
(914) 640-8100
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
LAURA A. LOFTIN, ESQ.
SIDLEY & AUSTIN
555 WEST FIFTH STREET
LOS ANGELES, CALIFORNIA 90013
(213) 896-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Common stock, par value $.01 per
share, of Starwood Hotels &
Resorts Worldwide, Inc. ("the
Corporation" and such shares the
"Corporation Shares") and Class 20,000,000 Shares(2) $26.6563(3) $533,126,000 $148,210
B shares of beneficial interest,
par value $.01 per share, of
Starwood Hotels & Resorts, which
are attached and trade together
as "Shares"
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers the Preferred Stock Purchase Rights
(the "Rights") of the Corporation that presently are attached to and trade
with the Corporation Shares. Any value attributable to the Rights is
reflected in the market price of the Shares.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional Shares as may be issued
to prevent dilution of the Shares covered hereby resulting from stock
splits, stock dividends or similar transactions.
(3) The fee was calculated pursuant to Rule 457(h) under the Securities Act of
1933, as amended, and was based on the average of the high and low prices
for the Shares on the New York Stock Exchange on July 26, 1999.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 this 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.
I-1
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Starwood Hotels & Resorts
Worldwide, Inc., a Maryland corporation (the "Corporation") and Starwood Hotels
& Resorts, a Maryland real estate investment trust (the "Trust" and, together
with the Corporation, the "Company"), are incorporated herein by reference and
shall be deemed to be a part hereof:
1. Joint Annual Report on Form 10-K for the year ended December 31,
1998, as amended by Form 10-K/A dated May 17, 1999;
2. Joint Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
3. Joint Current Reports on Form 8-K dated January 6, 1999, March 15,
1999, April 28, 1999, May 17, 1999, July 9, 1999 and July 19, 1999; and
4. The descriptions of the common stock, par value $.01 per share, of
the Corporation, the Class B shares of beneficial interest, par value $.01
per share, of the Trust and the Preferred Stock Purchase Rights of the
Corporation contained in the Registration Statements on Form 8-A filed with
the SEC on October 3, 1986, January 4, 1999 and March 15, 1999,
respectively.
All documents filed by the Corporation and/or the Trust 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 (1) through (4) 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The charter of the Corporation and the declaration of trust 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"), respectively. The MGCL requires a corporation or a
Maryland real estate investment trust (a "Maryland REIT") (unless its charter or
declaration provides otherwise, which the Corporation's charter and the Trust's
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 MGCL
permits 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
II-1
<PAGE> 4
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 capacities 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 MGCL, 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 MGCL
permits 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) 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 advancement of expenses to such directors, trustees
and executive officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S>
4.1 Rights Agreement dated as of March 15, 1999 between the
Corporation and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K dated March 15, 1999).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consents of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney (contained in signature pages hereto).
</TABLE>
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-2
<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)(i) and (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 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, such Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification 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-3
<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 July, 1999.
STARWOOD HOTELS & RESORTS
WORLDWIDE, INC.
By: /s/ BARRY S. STERNLICHT
------------------------------------
Barry S. Sternlicht
Chairman and Chief Executive Officer
POWERS OF ATTORNEY
Each person whose signature to the Registration Statement appears below
hereby appoints Thomas C. Janson, Jr., Ronald C. Brown and Jonathan H. Yellen,
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>
<S> <C> <C>
/s/ BARRY S. STERNLICHT Chairman, Chief Executive July 30, 1999
- --------------------------------------------------- Officer and Director
Barry S. Sternlicht (Principal Executive Officer)
/s/ RONALD C. BROWN Executive Vice President and July 30, 1999
- --------------------------------------------------- Chief Financial Officer (Principal
Ronald C. Brown Financial and Accounting Officer)
/s/ BRENDA C. BARNES Director July 30, 1999
- ---------------------------------------------------
Brenda C. Barnes
/s/ JUERGEN BARTELS Director July 30, 1999
- ---------------------------------------------------
Juergen Bartels
/s/ JEAN-MARC CHAPUS Director July 30, 1999
- ---------------------------------------------------
Jean-Marc Chapus
/s/ BRUCE W. DUNCAN Director July 30, 1999
- ---------------------------------------------------
Bruce W. Duncan
</TABLE>
II-4
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ JONATHAN D. EILIAN Director July 30, 1999
- ---------------------------------------------------
Jonathan D. Eilian
/s/ MADISON F. GROSE Director July 30, 1999
- ---------------------------------------------------
Madison F. Grose
Director July , 1999
- ---------------------------------------------------
Eric Hippeau
/s/ EARLE F. JONES Director July 30, 1999
- ---------------------------------------------------
Earle F. Jones
/s/ L. DENNIS KOZLOWSKI Director July 30, 1999
- ---------------------------------------------------
L. Dennis Kozlowski
/s/ MICHAEL A. LEVEN Director July 30, 1999
- ---------------------------------------------------
Michael A. Leven
/s/ GEORGE J. MITCHELL Director July 30, 1999
- ---------------------------------------------------
George J. Mitchell
/s/ STEPHEN R. QUAZZO Director July 30, 1999
- ---------------------------------------------------
Stephen R. Quazzo
/s/ DANIEL H. STERN Director July 30, 1999
- ---------------------------------------------------
Daniel H. Stern
/s/ RAYMOND S. TROUBH Director July 30, 1999
- ---------------------------------------------------
Raymond S. Troubh
/s/ DANIEL W. YIH Director July 30, 1999
- ---------------------------------------------------
Daniel W. Yih
</TABLE>
II-5
<PAGE> 8
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 July, 1999.
STARWOOD HOTELS & RESORTS
By: /s/ BARRY S. STERNLICHT
------------------------------------
Barry S. Sternlicht
Chairman and Chief Executive Officer
POWERS OF ATTORNEY
Each person whose signature to the Registration Statement appears below
hereby appoints Thomas C. Janson, Jr., Ronald C. Brown and Jonathan H. Yellen,
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>
<S> <C> <C>
/s/ BARRY S. STERNLICHT Chairman, Chief Executive July 30, 1999
- --------------------------------------------------- Officer and Trustee
Barry S. Sternlicht (Principal Executive Officer)
/s/ RONALD C. BROWN Vice President, Chief Financial July 30, 1999
- --------------------------------------------------- Officer and Chief Accounting
Ronald C. Brown Officer (Principal Financial
and Accounting Officer)
/s/ BRENDA C. BARNES Trustee July 30, 1999
- ---------------------------------------------------
Brenda C. Barnes
/s/ JUERGEN BARTELS Trustee July 30, 1999
- ---------------------------------------------------
Juergen Bartels
/s/ JEAN-MARC CHAPUS Trustee July 30, 1999
- ---------------------------------------------------
Jean-Marc Chapus
/s/ BRUCE W. DUNCAN Trustee July 30, 1999
- ---------------------------------------------------
Bruce W. Duncan
/s/ JONATHAN D. EILIAN Trustee July 30, 1999
- ---------------------------------------------------
Jonathan D. Eilian
</TABLE>
II-6
<PAGE> 9
<TABLE>
<S> <C> <C>
/s/ MADISON F. GROSE Trustee July 30, 1999
- ---------------------------------------------------
Madison F. Grose
Trustee July , 1999
- ---------------------------------------------------
Eric Hippeau
/s/ EARLE F. JONES Trustee July 30, 1999
- ---------------------------------------------------
Earle F. Jones
/s/ L. DENNIS KOZLOWSKI Trustee July 30, 1999
- ---------------------------------------------------
L. Dennis Kozlowski
/s/ MICHAEL A. LEVEN Trustee July 30, 1999
- ---------------------------------------------------
Michael A. Leven
/s/ GEORGE J. MITCHELL Trustee July 30, 1999
- ---------------------------------------------------
George J. Mitchell
/s/ STEPHEN R. QUAZZO Trustee July 30, 1999
- ---------------------------------------------------
Stephen R. Quazzo
/s/ DANIEL H. STERN Trustee July 30, 1999
- ---------------------------------------------------
Daniel H. Stern
/s/ RAYMOND S. TROUBH Trustee July 30, 1999
- ---------------------------------------------------
Raymond S. Troubh
/s/ DANIEL W. YIH Trustee July 30, 1999
- ---------------------------------------------------
Daniel W. Yih
</TABLE>
II-7
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S>
4.1 Rights Agreement dated as of March 15, 1999 between the
Corporation and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K dated March 15, 1999).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consents of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney (contained in signature pages hereto).
</TABLE>
II-8
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF
BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
July 29, 1999
Starwood Hotels & Resorts Worldwide, Inc.
777 Westchester Avenue
White Plains, New York 10604
Starwood Hotels & Resorts
777 Westchester Avenue
White Plains, New York 10604
Re: Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts
Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Starwood Hotels & Resorts, a Maryland
real estate investment trust (the "Trust"), and Starwood Hotels & Resorts
Worldwide, Inc., a Maryland corporation (the "Corporation," and together with
the Trust, sometimes collectively referred to herein as "Starwood"), in
connection with certain matters of Maryland law arising out of the registration
of up to 20,000,000 shares (the "Corporation Shares") of common stock, par value
$.01 per share (the "Common Stock"), of the Corporation and up to 20,000,000
shares (the "Trust Shares") of Class B Shares of beneficial interest, par value
$.01 per share (the "Common Shares"), of the Trust, each of which is attached to
a Corporation Share and trades as a unit consisting of one Corporation Share and
one Trust Share (the "Shares"), covered by the Registration Statement on Form
S-8, as filed by Starwood on or about the date hereof under the Securities Act
of 1933, as amended (the "1933 Act"), and all amendments thereto (the
"Registration Statement"). The Shares are issuable pursuant to the 1999
Long-Term Incentive Compensation Plan of the Corporation (the "Plan"). We did
not participate in the drafting of the Plan. Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Registration
Statement.
In connection with our representation of Starwood, and as a basis for the
opinion hereinafter set forth, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of the following documents
(collectively, the "Documents"):
1. The Registration Statement;
2. The Amended and Restated Declaration of Trust of the Trust (the
"Declaration"), certified as of a recent date by the State Department of
Assessments and Taxation of Maryland (the "SDAT");
3. The charter of the Corporation (the "Charter"), certified as of a
recent date by the SDAT;
4. The Amended and Restated Bylaws of the Trust (the "Trust Bylaws"),
certified as of a recent date by an officer of the Trust;
5. The Amended and Restated Bylaws of the Corporation (the
"Corporation Bylaws"), certified as of a recent date by an officer of the
Trust;
6. A certificate of the SDAT, as of a recent date, as to the good
standing of the Trust;
7. A certificate of the SDAT, as of a recent date, as to the good
standing of the Corporation;
8. A certificate executed by an officer of the Trust, dated as of a
recent date;
9. A certificate executed by an officer of the Corporation, dated as a
recent date;
<PAGE> 2
Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts
July 29, 1999
Page 2
10. The form of certificate representing and evidencing a Share;
11. The Plan, in the form incorporated by reference in the Proxy
Statement of the Corporation dated April 20, 1999;
12. The Intercompany Agreement, in the form incorporated by reference
in the Registration Statement;
13. Resolutions adopted by the Board of Directors of the Corporation,
or a duly authorized committee thereof, certified as of a recent date by an
officer of the Corporation (the "Corporate Resolutions");
14. Resolutions adopted by the Board of Trustees of the Trust, or a
duly authorized committee thereof, certified as of a recent date by an
officer of the Trust (the "Trust Resolutions");
15. Resolutions of the stockholders of the Corporation, certified as
of a recent date by an officer of the Corporation, and
16. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf
of such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party
(other than Starwood) is duly authorized to do so.
3. Each of the parties (other than Starwood) executing any of the
Documents has duly and validly executed and delivered each of the Documents
to which such party is a signatory, and such party's obligations set forth
therein are legal, valid and binding and are enforceable in accordance with
all stated terms.
4. Any Documents submitted to us as originals are authentic. The form
and content of any Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of
such Documents as executed and delivered. Any Documents submitted to us as
certified or photostatic copies conform to the original documents. All
signatures on all Documents are genuine. All public records reviewed or
relied upon by us or on our behalf are true and complete. All statements
and information contained in the Documents are true and complete. There has
been no oral or written modification of or amendment to any of the
Documents, and there has been no waiver of any provision of any of the
Documents, by action or omission of the parties or otherwise.
5. Upon issuance of the Trust Shares, the total number of shares of
Common Shares issued and outstanding will not exceed the total number of
Common Shares that the Trust is then authorized to issue and the Trust
Shares will not be issued in violation of any restriction or limitation
contained in the Declaration.
6. Upon issuance of the Corporation Shares, the total number of shares
of Common Stock issued and outstanding will not exceed the total number of
shares of Common Stock that the Corporation is then authorized to issue and
the Corporation Shares will not be issued in violation of any restriction
or limitation contained in the Charter.
7. Each option, right or other interest issuable under the Plan will
be duly authorized, validly issued, fully paid and non-assessable at the
time of issuance, remain validly issued and outstanding and be validly
<PAGE> 3
Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts
July 29, 1999
Page 3
issued, outstanding and exchanged or converted in accordance with its terms
at the time of any conversion or exchange of such option, right or other
interest.
8. All certificates and affidavits submitted to us are true, correct
and complete, both when made and as of the date hereof.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, it is our opinion that:
1. The Trust is a real estate investment trust duly formed and
existing under and by virtue of the laws of the State of Maryland and is in
good standing with the SDAT.
2. The Corporation is a corporation duly incorporated and existing
under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
3. The Corporation Shares, if issued in accordance with the Charter,
the Corporate Resolutions and the Plan, will be validly issued, fully paid
and nonassessable.
4. The Trust Shares, if issued in accordance with the Declaration, the
Trust Resolutions and the Plan, will be validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the substantive laws of the State of
Maryland and we do not express any opinion herein concerning any other law. We
express no opinion as to the applicability or effect of any federal or state
securities laws, including the securities laws of the State of Maryland, any
federal or state laws regarding fraudulent transfers or any real estate
syndication laws of the State of Maryland. To the extent that any matter as to
which our opinion is expressed herein would be governed by any jurisdiction
other than the State of Maryland, we do not express any opinion on such matter.
We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to you solely for submission to the
Securities and Exchange Commission as an exhibit to the Registration Statement
and, accordingly, may not be relied upon by, quoted in any manner to, or
delivered to any person or entity without, in each instance, our prior written
consent.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP
<PAGE> 1
Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts
July 29, 1999
Page 4
EXHIBIT 23.1
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 July
9, 1999, on the financial statements and financial statement schedules included
in Starwood Hotels & Resorts Worldwide, Inc. and Starwood Hotels & Resorts Joint
Current Report on Form 8-K dated July 9, 1999 and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
July 29, 1999
