<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
<TABLE>
<CAPTION>
<S> <C>
STARWOOD HOTELS & RESORTS WORLDWIDE, INC. STARWOOD HOTELS & RESORTS
(EXACT NAME OF REGISTRANT AS SPECIFIED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) IN ITS 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 NO.) (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)
1995 LONG-TERM INCENTIVE PLAN OF STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
1995 LONG-TERM INCENTIVE PLAN OF STARWOOD HOTELS & RESORTS
(FULL TITLE OF THE PLANS)
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, ESQ.
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 25,500,000(2) $49.0937(3) $1,251,889,350(3) $348,026(4)
Worldwide, Inc. (including associated preferred
stock purchase rights (1)) attached to Class B
shares of beneficial interest, $0.01 par value per
share, of Starwood Hotels & Resorts
- -------------------------------------------------------------------------------------------------------------------------------
</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.
<PAGE> 2
(2) Pursuant to Rule 429, 25,500,000 of the shares of common stock included
in these shares are being carried forward from (i) the 6,375,000 shares
of common stock (as adjusted from 4,250,000 shares of common stock
originally registered after giving effect to the Registrants' 3 for 2
stock split in January 1997) included in the 6,375,000 Paired Shares
previously registered by the Registrants' Registration Statement on
Form S-8 (Registration Nos. 333-02721 and 333-02721-01) and (ii) the
20,361,070 shares of common stock included in the 20,361,070 Paired
Shares previously registered by the Registrants' Registration Statement
on Form S-8 (Registration Nos. 333-49927 and 333-49927-01) (together,
the "Prior Registration Statements").
(3) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933,
the Proposed Maximum Offering Price Per Shares is based upon the
weighted average of the prices at which the options may be exercised.
(4) Pursuant to Rule 429(b), the registration fee payable hereunder is
offset in full by fees of $357,967 previously paid in connection with
the registration of 25,500,000 Paired Shares under the Prior
Registration Statements
This Registration Statement also constitutes Post-Effective Amendment
No. 1 to each of the Prior Registration Statements.
<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, awards under the 1995 Long-Term
Incentive Plan of the Corporation and the 1995 Long-Term Incentive Plan of the
Trust (collectively, the "Plans") will be made in Units, not Paired Shares. This
Registration Statement relates to an aggregate amount of up to 25,500,000 Units
issuable pursuant to the Plans.
<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 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 (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.
II-1
<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
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
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 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).
4.7 1995 Long-Term Incentive Plan of the Trust (Amended
and Restated as of December 3, 1998) (incorporated by
reference to Annex D of the Definitive Joint Proxy
Statement of the Trust and the Corporation dated
December 3, 1998 (the "1998 Proxy Statement")).
*4.8 Amendment to Starwood Hotels & Resorts 1995
Long-Term Incentive Plan, dated as of January 28,
1999.
4.9 1995 Long-Term Incentive Plan of the Corporation
(Amended and Restated as of December 3, 1998)
(incorporated by reference to Annex E of the 1998
Proxy Statement).
*4.10 Amendment to Starwood Hotels & Resorts Worldwide,
Inc. 1995 Long-Term Incentive Plan, dated as of
January 28, 1999.
</TABLE>
II-3
<PAGE> 8
<TABLE>
<CAPTION>
<S> <C>
*5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
*23.1 Consent of Arthur Andersen LLP.
*24.1 Powers of Attorney (included on 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 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.
II-4
<PAGE> 9
(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 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.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Barry S. Sternlicht
- ------------------------ Chairman of the Board, Chief April 7, 1999
Barry S. Sternlicht Executive Officer and Director
(Principal Executive Officer)
/s/ Richard D. Nanula
- ------------------------ President, Chief Operating Officer April 7, 1999
Richard D. Nanula and Director
/s/ Ronald C. Brown
- ------------------------ Executive Vice President and April 7, 1999
Ronald C. Brown Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ Brenda C. Barnes
- ------------------------ Director April 7, 1999
Brenda C. Barnes
</TABLE>
II-6
<PAGE> 11
<TABLE>
<CAPTION>
<S> <C> <C>
/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
</TABLE>
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.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Barry S. Sternlicht
- ------------------------ Chairman, Chief Executive April 7, 1999
Barry S. Sternlicht Officer and Trustee
(Principal Executive Officer)
/s/ Ronald C. Brown
- ------------------------ Vice President, Chief Financial Officer
Ronald C. Brown and Chief Accounting Officer (Principal April 7, 1999
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
</TABLE>
II-8
<PAGE> 13
<TABLE>
<CAPTION>
<S> <C> <C>
/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
</TABLE>
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.
1995 LONG-TERM INCENTIVE PLAN OF
STARWOOD HOTELS & RESORTS
/s/ Susan R. Bolger
------------------------------------
By: Susan R. Bolger
Title: Executive Vice President - Human
Resources
1995 LONG-TERM INCENTIVE PLAN OF
STARWOOD HOTELS & RESORTS
WORLDWIDE, INC.
/s/ Susan R. Bolger
------------------------------------
By: Susan R. Bolger
Title: Executive Vice President - Human
Resources
II-9
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
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).
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
<S> <C>
4.7 1995 Long-Term Incentive Plan of the Trust (Amended
and Restated as of December 3, 1998) (incorporated by
reference to Annex D of the Definitive Joint Proxy
Statement of the Trust and the Corporation dated
December 3, 1998 (the "1998 Proxy Statement")).
*4.8 Amendment to Starwood Hotels & Resorts 1995 Long-Term
Incentive Plan, dated as of January 28, 1999.
4.9 1995 Long-Term Incentive Plan of the Corporation
(Amended and Restated as of December 3, 1998)
(incorporated by reference to Annex E of the 1998
Proxy Statement).
*4.10 Amendment to Starwood Hotels & Resorts Worldwide,
Inc. 1995 Long-Term Incentive Plan, dated as of
January 28, 1999.
*5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
*23.1 Consent of Arthur Andersen LLP.
*24.1 Powers of Attorney (included on signature pages
hereto).
</TABLE>
- ------------------------
* Filed herewith.
<PAGE> 1
EXHIBIT 4.8
AMENDMENT
TO
STARWOOD HOTELS & RESORTS
1995 LONG TERM INCENTIVE PLAN
Amendment, dated as of January 28, 1999 (the "Amendment"), to the 1995 Long
Term Incentive Plan, as amended and restated as of December 3, 1998 (the
"Plan"), of Starwood Hotels & Resorts, a Maryland Real Estate Investment Trust
(the "Trust").
WHEREAS, it has been proposed that the Plan be amended to limit the number
of Restricted Stock Awards and Performance Awards that may be granted
thereunder; and
WHEREAS, the Board of Trustees of the Trust has determined that it is
advisable and in the best interests of the Trust that the Plan be amended as set
forth in this Amendment;
NOW, THEREFORE, the Trust agrees, for its benefit and for the benefit of
the Plan Participants, as follows:
Section 1. Amendment to Section 1.5. Section 1.5 of the Plan is hereby
amended by adding thereto after the last paragraph thereof the following:
"The aggregate number of Restricted Stock Awards and Performance
Awards that may be granted under the Plan shall not exceed 25% of the
Aggregate Limit."
Section 2. Definitions. All capitalized terms used in this Amendment
and not otherwise defined shall have the respective meanings assigned thereto in
the Plan.
Section 3. Effect of Amendment. Except as otherwise specifically set
forth herein, all terms and provisions of the Plan shall remain in full force
and effect and shall be unmodified by the effectiveness of this Amendment. This
Amendment shall become effective upon approval thereof by the Board.
STARWOOD HOTELS & RESORTS
By: /s/ Barry S. Sternlicht
-------------------------
Name: Barry S. Sternlicht
Title: Chairman
<PAGE> 1
Exhibit 4.10
AMENDMENT
TO
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
1995 LONG TERM INCENTIVE PLAN
Amendment, dated as of January 28, 1999 (the "Amendment"), to the 1995 Long
Term Incentive Plan, as amended and restated as of December 3, 1998 (the
"Plan"), of Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation
(the "Corporation").
WHEREAS, it has been proposed that the Plan be amended to limit the number
of Restricted Stock Awards and Performance Awards that may be granted
thereunder; and
WHEREAS, the Board of Directors of the Corporation has determined that it
is advisable and in the best interests of the Corporation that the Plan be
amended as set forth in this Amendment;
NOW, THEREFORE, the Corporation agrees, for its benefit and for the benefit
of the Plan Participants, as follows:
Section 1. Amendment to Section 1.5. Section 1.5 of the Plan is hereby
amended by adding thereto after the last paragraph thereof the following:
"The aggregate number of Restricted Stock Awards and Performance
Awards that may be granted under the Plan shall not exceed 25% of the
Aggregate Limit."
Section 2. Definitions. All capitalized terms used in this Amendment and
not otherwise defined shall have the respective meanings assigned thereto in the
Plan.
Section 3. Effect of Amendment. Except as otherwise specifically set forth
herein, all terms and provisions of the Plan shall remain in full force and
effect and shall be unmodified by the effectiveness of this Amendment. This
Amendment shall become effective upon approval thereof by the Board.
STARWOOD HOTELS & RESORTS
WORLDWIDE, INC.
By: /s/ Richard D. Nanula
----------------------------
Name: Richard D. Nanula
Title: President
<PAGE> 1
Exhibit 5.1
[BALLARD SPAHR ANDREWS & INGERSOLL, LLP LETTERHEAD]
April 5, 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 25,500,000 shares (the "Corporation Shares") of
common stock, par value $.01 per share (the "Common Stock"), of the Corporation
and up to 25,500,000 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 1995 Long-Term Incentive Plan of the Corporation and the 1995
Long-Term Incentive Plan of the Trust (collectively, the "Plans"). We did not
participate in the
<PAGE> 2
Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts
April 5, 1999
Page 2
drafting of the Plans. 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 "Amended
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 Bylaws of the Trust (the "Trust Bylaws"), certified as of a recent
date by an officer of the Trust;
5. The 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 the date
hereof;
9. A certificate executed by an officer of the Corporation, dated as of the
date hereof;
10. The form of certificate evidencing a Share;
11. The Plans, in the form incorporated by reference in the Registration
Statement;
12. The Intercompany Agreement, in the form incorporated by reference in
the Registration Statement; and
7
<PAGE> 3
Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts
April 5, 1999
Page 3
13. 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, and so far as
is known to us there are no facts inconsistent with, 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. Each share, security or other interest issuable under the Plan will be
duly authorized, validly issued, fully
<PAGE> 4
Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts
April 5, 1999
Page 4
paid and non-assessable at the time of issuance, remain validly issued and
outstanding and be validly issued, outstanding and exchanged or converted in
accordance with its terms at the time of any conversion or exchange of such
share, security or other interest.
7. The issuance of, and certain terms of, the Trust Shares to be issued by
the Trust from time to time will be approved by the Board of Trustees of the
Company in accordance with the Declaration and Maryland law (the "Trust
Proceedings").
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. Upon completion of the Trust Proceedings, the Trust Shares, if issued
in accordance with the Declaration, the resolutions authorizing their issuance
and the Plans, 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.
<PAGE> 5
Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts
April 5, 1999
Page 5
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 (other than Sidley & Austin, counsel to the
Company) without, in each instance, our prior written consent.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
<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
