<PAGE> 1
=====================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 6, 1999
COMMISSION FILE NUMBER: 1-6828
STARWOOD HOTELS & RESORTS
(Exact name of registrant as specified in its organizational documents)
MARYLAND
(State or other jurisdiction of incorporation or organization)
52-0901263
(I.R.S. employer identification no.)
777 WESTCHESTER AVENUE
WHITE PLAINS, NEW YORK 10604
(Address of principal executive offices, including zip code)
(914) 640-8100
(Registrant's telephone number, including area code)
COMMISSION FILE NUMBER: 1-7959
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction of incorporation or organization)
52-1193298
(I.R.S. employer identification no.)
777 WESTCHESTER AVENUE
WHITE PLAINS, NEW YORK 10604
(Address of principal executive offices, including zip code)
(914) 640-8100
(Registrant's telephone number, including area code)
=====================================================================
<PAGE> 2
ITEM 1: CHANGES IN CONTROL OF THE REGISTRANT and
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
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" and, together with the
Corporation, "Starwood Hotels"), 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 its 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 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 (the "Effective Time") (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. Each share of the
Class A Exchangeable Preferred Shares, par value $.01 per share ("Class A EPS"),
of the Trust remained outstanding and became exchangeable pursuant to its terms
for one Class B Share and one share of common stock, par value $.01 per share
("Corporation Share"), of the Corporation (subject to adjustment in certain
circumstances). Each share of the Class B Exchangeable Preferred Shares, par
value $.01 per share ("Class B EPS"), of the Trust remained outstanding and
continued to be convertible pursuant to its terms into one share of Class A EPS
(subject to adjustment in certain circumstances).
Subject to certain conditions, holders of Class B Shares are entitled
to receive a non-cumulative annual dividend, at an initial annual rate of $.60
per share, to the extent the dividend is authorized by the Board of Trustees of
the Trust. The dividend may increase after 1999 pursuant to a formula, and may
not be paid under certain circumstances. Unless dividends for the then current
quarterly dividend period have been paid on the Class B Shares, the Trust will
not be permitted to pay a dividend on the Class A Shares (except in certain
circumstances), all of which will be initially held by the Corporation. The
holders of Class B Shares are not entitled to vote, except upon matters
materially and adversely affecting the rights of holders of Class B Shares
disproportionately to the effect on holders of Class A Shares. Upon liquidation
of the Trust, assets of the Trust remaining after all liabilities of the Trust
have been satisfied and after the liquidation preferences of any preferred
shares of beneficial interest in the Trust have been paid in full will be
distributed as follows: first, the holders of the Class A Shares will be
entitled to receive the aggregate book value of the total equity of the Trust on
December 31, 1998, as shown on the balance sheet of the Trust filed with the
SEC, less the amount of such book value represented by the Class A EPS and the
Class B EPS (at September 30, 1998, such amount was approximately $7.0 billion);
second, the holders of Class B Shares (together with the holders of the Class A
EPS and Class B EPS) will have the right to receive 10% of any remaining assets
of the Trust; and third, the holders of the Class A Shares will have the right
to receive the remaining 90%.
- 2 -
<PAGE> 3
Prior to the Restructuring, the 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. 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. The Class A Shares, which are all
owned by the Corporation, are not required to be held and transferred with any
shares of stock of the Corporation.
The Restructuring may be deemed to be a change in control of the Trust,
in that the holders of Class B Shares have indirect control over the Trust
through their concurrent ownership of the Corporation Shares, but no longer have
direct voting control over the Trust.
The other information required by these items has been previously
reported by Starwood Hotels and is included or incorporated by reference in
Starwood Hotels' Joint Proxy Statement dated December 3, 1998 (the "Joint Proxy
Statement").
As previously announced, and consistent with the Restructuring, Barry
S. Sternlicht is Chairman and Chief Executive Officer of the Corporation, and
Richard D. Nanula is President and Chief Operating Officer of the Corporation.
- 3 -
<PAGE> 4
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The financial statements of the Trust required by this item have been
previously reported by Starwood Hotels and are incorporated by reference in the
Joint Proxy Statement.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item has been
previously reported in the Joint Proxy Statement.
(c) Exhibits
2.1 Agreement and Plan of Restructuring (the "Restructuring
Agreement"), dated as of September 16, 1998 and amended as of
November 30, 1998, among the Corporation, Merger Sub, and the
Trust (incorporated by reference to Annex A to the Joint Proxy
Statement).
2.2 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).
2.3 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).
2.4 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 -
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STARWOOD HOTELS & RESORTS STARWOOD HOTELS & RESORTS
WORLDWIDE, INC.
By: /s/ Steven R. Goldman By: /s/ Thomas C. Janson, Jr.
------------------------ ---------------------------------
Name: Steven R. Goldman Name: Thomas C. Janson, Jr.
Title: Executive Vice President Title: Executive Vice President, General
Counsel and Secretary
Dated: January 20, 1999
<PAGE> 6
LIST OF EXHIBITS
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Restructuring (the "Restructuring
Agreement"), dated as of September 16, 1998 and amended as of
November 30, 1998, among the Corporation, Merger Sub, and the
Trust (incorporated by reference to Annex A to the Joint Proxy
Statement).
2.2 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).
2.3 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).
2.4 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).
- 6 -
