<PAGE> 1
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 WORLDWIDE, INC. STARWOOD HOTELS & RESORTS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF REGISTRANT AS SPECIFIED
MARYLAND IN ITS CHARTER)
(STATE OR OTHER JURISDICTION OF INCORPORATION OR MARYLAND
ORGANIZATION) (STATE OR OTHER JURISDICTION OF INCORPORATION OR
52-0901263 ORGANIZATION)
(I.R.S. EMPLOYER IDENTIFICATION NO.) 52-1193298
(I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
777 WESTCHESTER AVENUE
WHITE PLAINS, NY 10604
(914) 640-8100
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ITT CORPORATION 401(k) RETIREMENT SAVINGS PLAN
(FULL TITLE OF THE PLAN)
THOMAS C. JANSON, JR., ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
777 WESTCHESTER AVENUE
WHITE PLAINS, NY 10604
(914) 640-8100
(NAME AND ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
LAURA A. LOFTIN
SIDLEY & AUSTIN
555 WEST FIFTH STREET
LOS ANGELES, CA 90013
(213) 896-6000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title Of Amount Maximum Aggregate Amount Of
Securities To Be Offering Price Offering Registration
to be Registered Registered Per Share Price Fee
---------------- ---------- --------- ----- ---
<S> <C> <C> <C> <C>
Shares of common stock, $0.01 par value
per share, of Starwood Hotels & Resorts
Worldwide, Inc. (including associated
preferred stock purchase rights (1))
attached to Class B shares of beneficial 500,000(3) $29.00(4) $14,500,000(4) $0.00(5)
interest, $0.01 par value per share, of
Starwood Hotels & Resorts (2)
</TABLE>
(1) Shares of common stock being registered hereunder are accompanied by
preferred stock purchase rights. Until the occurrence of specific
prescribed events, such rights are not exercisable, are evidenced by the
certificates for shares of common stock and will be transferred along with
and only with shares of common stock.
(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 401(K) Retirement
Savings Plan.
<PAGE> 2
(3) Pursuant to Rule 429, 500,000 of the shares of common stock included in
these shares are being carried forward from the shares of common stock
included in the 500,000 Paired Shares previously registered by the
Registrants' Registration Statement on Form S-8 (Registration Nos.
333-58141 and 333-58141-01) (the "Prior Registration Statement").
(4) Estimated solely for the purpose of calculating the registration fee,
which pursuant to Rule 457(h) under the Securities Act of 1933, is
calculated based upon the average of the high and low sale prices of the
shares on the New York Stock Exchange on April 5, 1999.
(5) Pursuant to Rule 429, the filing fee of $4,031.00 payable hereunder is
offset in full by fees of $6,836 previously paid in connection with the
registration of 500,000 Paired Shares under the Prior Registration
Statement.
THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO.
1 TO THE PRIOR REGISTRATION STATEMENT.
<PAGE> 3
EXPLANATORY NOTE
On January 6, 1999, Starwood Hotels & Resorts Worldwide, Inc., a
Maryland corporation (the "Corporation"), and Starwood Hotels & Resorts, a
Maryland real estate investment trust (the "Trust"), completed the restructuring
of Starwood Hotels (the "Restructuring") in accordance with the Agreement and
Plan of Restructuring (the "Restructuring Agreement"), dated as of September 16,
1998 and amended as of November 30, 1998, among the Corporation, ST Acquisition
Trust, a Maryland real estate investment trust and a wholly owned subsidiary of
the Corporation ("Merger Sub"), and the Trust.
Pursuant to the terms of the Restructuring Agreement, Merger Sub
merged with and into the Trust (the "Merger"). As a result of the Merger, the
Trust became a subsidiary of the Corporation. Each issued and outstanding common
share of beneficial interest, par value $.01 per share, of Merger Sub was
converted into one validly issued, fully paid and nonassessable Class A share of
beneficial interest, par value $.01 per share ("Class A Share"), of the Trust.
The Corporation has 100% voting control over the Trust through the Corporation's
ownership of the Class A Shares. Under the terms of the Restructuring Agreement,
all common shares of beneficial interest, par value $.01 per share ("Trust
Shares"), of the Trust that had been acquired by the Trust or by any of its
wholly owned subsidiaries and all of the Trust Shares owned by the Corporation
or any of its wholly owned subsidiaries were canceled and no cash, shares of
beneficial interest in the Trust or other consideration was delivered in
exchange therefor. Each Trust Share issued and outstanding immediately prior to
the effective time of the Restructuring (other than Trust Shares canceled as
described above) was converted into one Class B share of beneficial interest,
par value $.01 per share ("Class B Share"), of the Trust.
Prior to the Restructuring, the shares of common stock, par value
$.01 per share, of the Corporation ("Corporation Shares") and the Trust Shares
were "paired" on a one-to-one basis pursuant to a Pairing Agreement dated as of
June 25, 1980 (as amended from time to time, the "Pairing Agreement"), and were
held and transferred only in combined units of one Corporation Share and one
Trust Share (a "Paired Share"). In the Restructuring, the Pairing Agreement was
amended and restated, and renamed the "Intercompany Agreement." Pursuant to the
Intercompany Agreement, the Class B Shares, and not the Trust Shares, are
attached to and trade together with the Corporation Shares in units ("Units")
consisting of one Corporation Share and one Class B Share.
As a result of the Merger, the assets of the Starwood Stock Fund
under the ITT 401(k) Retirement Savings Plan (the "Plan") are now invested in
Units, not Paired Shares. This Registration Statement relates to an aggregate
amount of up to 500,000 Units issuable pursuant to the Plan and pursuant to Rule
416 also covers an indeterminate amount of interests to be offered or sold
pursuant to the Plan.
<PAGE> 4
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.
2
<PAGE> 5
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
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, "Starwood"), are incorporated herein by reference and
shall be deemed to be a part hereof:
(a) The description of the shares of common stock of the Corporation
contained in the Registration Statement on Form 8-A filed by the
Corporation with the Securities and Exchange Commission (the "Commission")
on October 3, 1986;
(b) The description of the Class B shares of beneficial interest of
the Trust contained in the Registration Statements on Form 8-A filed by
the Trust with the Commission on December 21, 1998 and January 4, 1999,
including any amendment or report filed for the purpose of updating such
description;
(c) The description of the preferred stock purchase rights of the
Corporation contained in the Registration Statements on Form 8-A filed by
the Corporation with the Commission on March 15, 1999, including any
amendment or report filed for the purpose of updating such description;
(d) Starwood's Joint Annual Report on Form 10-K for the fiscal year
ended December 31, 1998; and
(e) Starwood's Joint Current Reports on Form 8-K dated January 6,
1999 and March 15, 1999.
All documents filed by the Corporation, the Trust and/or the ITT
Corporation 401(k) Retirement Savings 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.
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<PAGE> 6
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 Corporation's charter (the "Corporation Articles") and the Amended and
Restated Declaration of the Trust (the "Trust Declaration") 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 him 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.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits.
II-2
<PAGE> 7
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Charter of the Corporation, amended and restated as of February 1,
1995, as amended through March 26, 1999 (incorporated by reference
to Exhibit 3.2 of the Joint Annual Report on Form 10-K for the
fiscal year ended December 31, 1998).
4.2 Amended and Restated Declaration of Trust of the Trust (incorporated
by reference to Exhibit 1 of the Trust's Registration Statement on
Form 8-A filed on December 21, 1998, except that the following
changes were made on January 6, 1999, upon the filing by the Trust
and Merger Sub of the Articles of Merger of Merger Sub into the
Trust (the "Articles of Merger") with, and the acceptance thereof
for record by, the State Department of Assessments and Taxation of
the State of Maryland (the "SDAT"): Section 6.14 specifies January
6, 1999 as the date of the Intercompany Agreement; Section 6.19.1
specifies January 6, 1999 as the date of the acceptance for record
by the SDAT of the Articles of Merger; and the definition of
"Intercompany Agreement" in Section 6.19.2 specifies January 6, 1999
as the date of the Intercompany Agreement).
4.3 Bylaws of the Corporation, as amended through March 15, 1999
(incorporated by reference to Exhibit 3.4 to the Trust and the
Corporation's Joint Current Report on Form 8-K dated March 15,
1999).
4.4 Bylaws of the Trust (incorporated by reference to Exhibit 2 of the
Trust's Registration Statement on Form 8-A filed on December 21,
1998).
4.5 Amended and Restated Intercompany Agreement dated as of January 6,
1999, between the Corporation and the Trust (incorporated by
reference to Exhibit 3 of the Trust's Registration Statement on Form
8-A filed on December 21, 1998, except that on January 6, 1999, the
Intercompany Agreement was executed and dated as of January 6,
1999).
4.6 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 Trust and the
Corporation's Current Report on Form 8-K dated March 15, 1999).
*23.1 Consent of Arthur Andersen LLP.
*24.1 Powers of Attorney (included on signature pages hereto).
II-3
<PAGE> 8
- ----------
* 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
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 Exchange Act 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
II-4
<PAGE> 9
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 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-5
<PAGE> 10
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 7th day of April, 1999.
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 Thomas C. Janson, Jr., 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, 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.
/s/ Barry S. Sternlicht Chairman of the Board, Chief April 7, 1999
- ------------------------- Executive Officer and Director
Barry S. Sternlicht (Principal Executive Officer)
/s/ Richard D. Nanula President, Chief Operating April 7, 1999
- ------------------------- Officer and Director
Richard D. Nanula
/s/ Ronald C. Brown Executive Vice President and April 7, 1999
- ------------------------- Chief Financial Officer (Principal
Ronald C. Brown Financial and Accounting Officer)
/s/ Brenda C. Barnes Director April 7, 1999
- -------------------------
Brenda C. Barnes
II-6
<PAGE> 11
/s/ Juergen Bartels Director April 7, 1999
________________________
Juergen Bartels
/s/ Jonathan D. Eilian Director April 7, 1999
________________________
Jonathan D. Eilian
/s/ Earle F. Jones Director April 7, 1999
________________________
Earle F. Jones
/s/ Michael A. Leven Director April 7, 1999
________________________
Michael A. Leven
/s/ Daniel H. Stern Director April 7, 1999
________________________
Daniel H. Stern
/s/ Daniel W. Yih Director April 7, 1999
_________________________
Daniel W. Yih
II-7
<PAGE> 12
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 7th day of April, 1999.
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 Ronald C. Brown and Madison F. Grose, 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.
/s/ Barry S. Sternlicht Chairman, Chief Executive April 7, 1999
________________________ Officer and Trustee
Barry S. Sternlicht (Principal Executive Officer)
/s/ Ronald C. Brown Vice President, Chief Financial
________________________ Officer and Chief Accounting April 7, 1999
Ronald C. Brown Officer (Principal Financial and
Accounting Officer)
/s/ Jean-Marc Chapus Trustee April 7, 1999
________________________
Jean-Marc Chapus
/s/ Bruce W. Duncan Trustee April 7, 1999
________________________
Bruce W. Duncan
II-8
<PAGE> 13
/s/ Madison F. Grose
________________________ Trustee April 7, 1999
Madison F. Grose
/s/ George J. Mitchell
________________________ Trustee April 7, 1999
George J. Mitchell
/s/ Stephen R. Quazzo
________________________ Trustee April 7, 1999
Stephen R. Quazzo
/s/ Raymond S. Troubh
________________________ Trustee April 7, 1999
Raymond S. Troubh
Pursuant to the requirements of the Securities Act of 1933, the trustee
(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 White Plains, State of New York, on
April 7, 1999.
ITT CORPORATION 401(K)
RETIREMENT SAVINGS PLAN
/s/ Susan R. Bolger
_______________________________________
By: Susan R. Bolger
Title: Executive Vice President - Human
Resources
II-9
<PAGE> 14
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
4.1 Charter of the Corporation, amended and restated as of February 1,
1995, as amended through March 26, 1999 (incorporated by reference
to Exhibit 3.2 of the Joint Annual Report on Form 10-K for the
fiscal year ended December 31, 1998).
4.2 Amended and Restated Declaration of Trust of Starwood Hotels &
Resorts (formerly Starwood Lodging Trust), a Maryland real estate
investment trust (the "Trust") (incorporated by reference to Exhibit
1 of the Trust's Registration Statement on Form 8-A filed on
December 21, 1998, except that the following changes were made on
January 6, 1999, upon the filing by the Trust and Merger Sub of the
Articles of Merger of Merger Sub into the Trust (the "Articles of
Merger") with, and the acceptance thereof for record by, the State
Department of Assessments and Taxation of the State of Maryland (the
"SDAT"): Section 6.14 specifies January 6, 1999 as the date of the
Intercompany Agreement; Section 6.19.1 specifies January 6, 1999 as
the date of the acceptance for record by the SDAT of the Articles of
Merger; and the definition of "Intercompany Agreement" in Section
6.19.2 specifies January 6, 1999 as the date of the Intercompany
Agreement).
4.3 Bylaws of the Corporation, as amended through March 15, 1999
(incorporated by reference to Exhibit 3.4 to the Trust and the
Corporation's Joint Current Report on Form 8-K dated March 15,
1999).
4.4 Bylaws of the Trust (incorporated by reference to Exhibit 2 of the
Trust's Registration Statement on Form 8-A filed on December 21,
1998).
4.5 Amended and Restated Intercompany Agreement dated as of January 6,
1999, between the Corporation and the Trust (incorporated by
reference to Exhibit 3 of the Trust's Registration Statement on Form
8-A filed on December 21, 1998, except that on January 6, 1999, the
Intercompany Agreement was executed and dated as of January 6,
1999).
4.6 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 Trust and the
Corporation's Current Report on Form 8-K dated March 15, 1999).
<PAGE> 15
5.2 Internal Revenue Service determination letter dated February 15,
1998 (incorporated by reference to Exhibit 5.2 to the Registration
Statement on Form S-8 (Registration Nos. 333-58141 and 333-
58141-01) filed by the Corporation and the Trust on June 30, 1998).
*23.1 Consent of Arthur Andersen LLP.
*24.1 Powers of Attorney (included on signature pages hereto).
- ----------
* Filed herewith.
<PAGE> 1
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
February 3, 1999, on the financial statements and financial statement schedules
included in the Joint Annual Report of Starwood Hotels & Resorts and Starwood
Hotels & Resorts Worldwide, Inc., on Form 10-K and to all references to our
Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
April 6, 1999
