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Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-91197
333-91197-01
Prospectus Supplement No. 1
dated October 25, 2000
to
Prospectus dated December 2, 1999
of
Starwood Hotels & Resorts Worldwide, Inc.
and
Starwood Hotels & Resorts
Savings and Retirement Plan
This prospectus supplement updates the information contained
in the prospectus described above to reflect certain changes in the Starwood
Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan (the "Plan") as
adopted by the companies that employ people who work at hotels that Starwood
manages or operates. We use terms in this prospectus supplement that are defined
in the prospectus in the same way those terms are defined in the prospectus.
Eligibility
If you are an eligible employee, you now automatically become
a Plan member no later than the second "entry date" after you have been credited
with three months of "service," unless you choose a later date following
procedures established by your Plan Committee. "Entry dates" in your Plan are
the first day of each calendar month. For purposes of Plan eligibility, three
months of service means either the three months of employment commencing on the
date you first perform an hour of service for your employer (your "Hire Date")
or any other period of three consecutive months during which you are
continuously employed by your employer or you are otherwise credited with
"service." You will be credited with "service" for all periods you are paid by
Starwood, your employer or another Adopting Employer (or an affiliate of one of
these companies), plus certain periods for which you are compensated even though
you have not worked, such as paid holidays, paid vacation, paid sick leave, paid
time off, etc.
Investment Opportunities - Investing Your Contributions,
Employer Match Contributions and Prior Plan Account Balances
As of October 1, 2000, your permitted investment in the
Starwood Company Stock Fund will no longer be limited to 25% of your future Plan
contributions and employer match contributions. Instead, you may choose to
invest any portion (as long as the portion is 1%, 2%, 3% or some other multiple
of 1%) of your future Plan contributions and employer match contributions in
Starwood Shares and you may elect to transfer funds from one or more other
investment funds under your Plan (including funds in which you invested your
account balances under the Prior Plans) to the Starwood Company Stock Fund. Of
course, there is no requirement that you invest any of your Plan contributions
or employer match contributions in the Starwood Company Stock Fund, and you
should read the prospectus and our reports and other information filed with the
SEC before you decide to do so.
Investment Funds
The value of the portion of your Plan accounts invested in an
investment fund or funds other than the Starwood Company Stock Fund will be net
of any investment manager fees that may be charged with respect to that
particular fund. The prospectus for each mutual or collective investment fund
describes the fees and expenses associated with investing in that fund. You will
not be charged any fees or expenses with respect to investments in the Starwood
Company Stock Fund.
Purchases of Shares will normally be made as soon as
practicable after the receipt by the Plan Trustee of contributions that are to
be invested in the Starwood Company Stock Fund. Purchases or
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sales of Shares also will normally be made as soon as practicable after the
receipt of an election by you to transfer amount to or from the Starwood Company
Stock Fund. Each such purchase or sale will be made at the market price of
Shares on the New York Stock Exchange at the time of that purchase or sale.
Performance of Investment Funds
Total Return Performance(1)
<TABLE>
<CAPTION>
Name of Fund 1999 1998 1997
------------ ---- ---- ----
<S> <C> <C> <C>
Fidelity Small Cap Selector Fund 14.10% -7.39% 27.25%
American Express Trust Equity Index Fund II(2) 20.22% 28.3% 32.69%
American Express Trust Short-Term Horizon (25:75) Fund(3) 8.04% 9.79% 11.2%
American Express Trust Medium-Term Horizon (50:50) Fund(4) 14.2% 12.58% 14.22%
American Express Trust Long-Term Horizon (80:20) Fund(5) 24.47% 16.6% 16.91%
Stable Value Fund 5.80% 6.03% 6.04%
AXP Bond Fund (Class Y) -0.10% 5.76% 10.08%
AXP New Dimensions Fund (Class Y) 31.69% 28.39% 24.76%
Fidelity Diversified International Fund 50.65% 14.39% 13.72%
</TABLE>
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(1) Based on net asset value (net of all fees and expenses) with all
distributions.
(2) American Express Trust Equity Index Fund II invests exclusively in American
Express Trust Equity Base Index (the "Base Fund"), and its performance numbers
are calculated based on the Base Funds' performance.
(3) Effective August 3, 1998, the underlying funds and the investment
allocations of the Short-Term Horizon Fund changed. The performance for periods
prior to this date is based on the fund's prior investment allocation.
(4) Effective August 3, 1998, the underlying funds and the investment
allocations of the Medium-Term Horizon Fund changed. The performance for periods
prior to this date is based on the fund's prior investment allocation.
(5) Effective August 3, 1998, the underlying funds and the investment
allocations of the Medium-Term Horizon Fund changed. The performance for periods
prior to this date is based on the fund's prior investment allocation.
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Starwood Common Shares Performance(1)
<TABLE>
<S> <C> <C> <C>
Share Price 12/31/96 $55.125
Share Price 12/31/97 $57.875
Return 1997(2) 7.5%
Share Price 12/31/97 $57.875
Share Price 12/31/98 $22.6875
Return 1998(2) -57.8%
Share Price 12/31/98 $22.6875
Share Price 12/31/99 $23.50
Return 1999(2) 6.2%
</TABLE>
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(1) As adjusted for the three-for-two stock split in January 1997. In February
1998, the Company acquired ITT Corporation ("ITT") in a transaction that was
treated as a reverse purchase for accounting purposes. Share prices and returns
for periods prior to this time represent the prices and returns of the Company's
paired common shares.
(2) Return for each calendar year is calculated by taking the dollar increase
(or decrease) in share price between the dates in question, adding all dividends
paid in that year, and dividing the result by starting share price.
Prior Plans and Prior Plan Account Balances
Effective April 1, 1999, certain prior ITT or Westin
retirement plans were merged into either your Plan, the Starwood Hotels &
Resorts Worldwide, Inc. Savings and Retirement Plan as maintained by Starwood
for the benefit of its employees, or the Starwood Hotels & Resorts Worldwide,
Inc. Savings and Retirement Plan adopted by another employer. Assets held on
your behalf under such Prior Plans that were transferred to your Plan will be
accounted for as follows:
1. Any pre-tax contributions (and related earnings) made by you and held
in the Westin Hotel Company 401(k) Growth Opportunity Plan or the
Investment Plan for Employees of Westin Hotel Company will be
transferred to your pre-tax account under your Plan. Any pre-tax
contributions (and related earnings) made by you and held in the ITT
401(k) Retirement Savings Plan will be transferred to an ITT pre-tax
account established on your behalf under your Plan.
2. Any rollover contributions (and related earnings) made by you and held
in the Westin Hotel Company 401(k) Growth Opportunity Plan or the
Investment Plan for Employees of Westin Hotel Company will be
transferred to your rollover account under your Plan. Any rollover
contributions (and related earnings) made by you and held in the ITT
401(k) Retirement Savings Plan will be transferred to an ITT rollover
account established on your behalf under your Plan.
3. Any employer matching contributions (and related earnings) held for
your account in the Westin Hotel Company 401(k) Growth Opportunity
Plan or the Investment Plan for Employees of Westin Hotel Company will
be transferred to a Westin match account established on your behalf
under your Plan. Any amounts held in your employer
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discretionary contributions account under the Westin Hotel Company
401(k) Growth Opportunity Plan (and related earnings) will also be
transferred to your Westin match account in your Plan. Any employer
matching contributions (and related earnings) held for your account in
the ITT 401(k) Retirement Savings Plan will be transferred to an ITT
match account established on your behalf under your Plan.
4. Any Retirement Account Plan contributions (and related earnings) held
for your account in the Westin Hotel Company 401(k) Growth Opportunity
Plan will be transferred to a RAP account established on your behalf
under your Plan.
5. Any Caesars Company Basic contributions and ITT 1% Retirement
contributions (and related earnings) held for your account in the ITT
401(k) Retirement Savings Plan will be transferred to your prior plan
basic account established on your behalf under your Plan.
6. Any Post-86 Matched After-Tax contributions and Supplemental Post-86
After-Tax contributions (and related earnings) held for your account
in the ITT 401(k) Retirement Savings Plan will be transferred to a
post-1986 after-tax account established on your behalf under your
Plan.
7. Any Pre-87 Matched After-Tax contributions and Supplemental Pre-87
After-Tax contributions (and related earnings) held for your account
in the ITT 401(k) Retirement Savings Plan will be transferred to a
pre-1987 after-tax account established on your behalf under your Plan.
8. Any ESOP contributions or ITT Match contributions made prior to
October 1, 1996, and ITT Company Floor contributions (and related
earnings) held for your account in the ITT 401(k) Retirement Savings
Plan will be transferred to a ITT prior plan monies account
established on your behalf under your Plan.
As explained elsewhere in the prospectus, there are certain restrictions that
apply to certain of these accounts.
Questions
If you have questions about the changes described in this
Supplement No. 1 or any other questions about your Plan, or if you would like
additional copies of the prospectus or the documents described in the
prospectus, including the prospectus for any of your Plan's investment funds,
please call Nancy Tostanoski at telephone number 914-640-8100.
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