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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) September 9, 1997
WESTIN HOTELS LIMITED PARTNERSHIP
---------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 0-15097 91-1328985
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2001 Sixth Avenue
Seattle, Washington 98121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (206)443-5000
-------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
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WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
REPORT ON FORM 8-K
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On September 9, 1997 Starwood Lodging Trust and Starwood Lodging Corp.
("Starwood") announced the execution of a definitive agreement to acquire Westin
Hotels and Resorts, which includes Westin Hotel Company. The transaction is
expected to close by January 31, 1998 and is subject to shareholder and
regulatory approval. In connection with the transaction, Starwood Lodging
Company will change its name to Westin Hotels & Resorts Worldwide, Inc. (the
"new Westin"). Barry S. Sternlicht will continue as Chairman and CEO of Starwood
Lodging Trust and will be appointed Chairman of the Board of the new Westin.
Juergen Bartels, who has 40 years of experience in the hotel industry and is
currently Chairman and CEO of Westin, will be appointed CEO of the new Westin.
Under the terms of the definitive agreement, Starwood will acquire
Westin for a combination of securities, cash and assumed debt. In addition to
the 92 Westin managed, franchised and represented properties in locations all
over the world, Starwood will also acquire Westin's ownership interest in 16
Westin hotel properties. This includes Westin's interest in The Westin St.
Francis and The Westin Michigan Avenue, Chicago, through the 8.38% General
Partner interest held by Westin Realty Corp. in Westin Hotels Limited
Partnership.
Westin Hotel Company is the parent company of Westin Realty Corp., the
sole General Partner of the Partnership. Westin Realty Corp. will continue to
manage the Partnership subject to the terms of the Partnership Agreement. Westin
Hotel Company also owns 100% of The St. Francis Hotel Corporation and 909 North
Michigan Avenue Corporation, the respective general partners of The Westin St.
Francis Limited Partnership and The Westin Chicago Limited Partnership (the
"Hotel Partnerships"). The Hotel Partnerships are subsidiary limited
partnerships of the Partnership and directly own and operate The Westin St.
Francis and The Westin Michigan Avenue, Chicago. The sale of Westin Hotel
Company will not change the structure of the ownership of either the Partnership
or Hotel Partnerships. Moreover, Starwood has no beneficial ownership interest
in the Partnership as a limited partner.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
99. Press release issued by Starwood Lodging Trust and Starwood Lodging
Corp. on September 9, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTIN HOTELS LIMITED PARTNERSHIP
(a Delaware limited partnership)
By: WESTIN REALTY CORP.,
Its sole General Partner
By: /s/ Richard Mahoney
------------------------------------
Richard Mahoney, Director,
Vice President, Chief Financial
Officer and Treasurer
DATE: September 15, 1997
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Exhibit 99
FOR IMMEDIATE RELEASE
Contact: Elliot Sloane/Darren Brandt Starwood Lodging Trust:
Edelman Financial Barry Sternlicht (203) 861-2100
(212) 704-8126/(212) 704-4449 Ron Browan (607 852-3900
Debi Ford (602) 852-3900
Sue Brush/Katie Meyer
Westin Hotels & Resorts
(206) 443-5285/(206) 443-5180
or (212) 888-7000
STARWOOD LODGING SIGNS DEFINITIVE AGREEMENT TO PURCHASE
WESTIN HOTELS & RESORTS;
ACQUISITION WILL CREATE A GLOBAL BRANDED LEADER IN HOTEL INDUSTRY
-- Creates fully integrated and branded owner/operator with international scope
-- Enhances growth prospects through domestic and international scope and a
proprietary base for acquisitions
-- Strengthens management team
-- Accretive to 1998 funds from operations
-- Westin is the #1 Upscale Hotel Chain as ranked by J.D. Power and Associates
Phoenix, AZ, September 9, 1997 -- Starwood Lodging Trust and Starwood Lodging
Corporation (collectively the "Company" or "Starwood", NYSE:HOT) today announced
the execution of a definitive agreement to acquire Westin Hotels & Resorts
("Westin"), the oldest branded hotel management company in the United States and
the highest ranked upscale hotel chain by Frequent Flyer Magazine and J.D. Power
and Associates. The acquisition of Westin by Starwood, the nation's largest
hotel real estate investment trust, provides Starwood with one of the hotel
industry's premier brands, with combined system-wide revenues expected to exceed
$4 billion. Westin owns, manages, franchises and represents 108 hotels, with
approximately 47,800 rooms and resorts in 23 countries worldwide, with 26
additional projects under development. The transaction creates a company with
219 hotels located in 38 states including the District of Columbia, and 23
countries worldwide.
(over)
Under the terms of the definitive agreement, Starwood will acquire Westin for a
combination of securities, cash and assumed debt with an aggregate value of
approximately $1.571 billion (based on yesterday's closing price of $49.4375 per
share for Starwood). As part of the transaction, Starwood will acquire interests
in 13 hotels currently owned by Westin, including such wholly owned hotels as
The Westin Seattle, The Westin Cinncinatti and Westin Indianapolis. Starwood
will also acquire three additional hotel properties recently acquired by Westin:
The Westin Tabor Center in Denver, The Westin Peachtree Plaza in Atlanta and The
Westin Resort St. John in the U.S. Virgin Islands for an additional $258.6
million.
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The transaction is expected to close by January 31, 1998 and is subject to
shareholder and regulatory approval. In connection with the transaction,
Starwood Lodging Corporation will change its name to Westin Hotels & Resorts
Worldwide, Inc. (the "new Westin"). Starwood Lodging Trust is also expected to
change its name to Starwood Hotels and Resorts Trust. Starwood Lodging Trust and
the new Westin will retain their paired-share structure and will continue to
trade on the New York Stock Exchange under the symbol HOT.
Barry S. Sternlicht will continue as Chairman and CEO of Starwood Lodging Trust
and will be appointed Chairman of the Board of the new Westin. Juergen Bartels,
who has 40 years of experience in the hotel industry and is currently Chairman
and CEO of Westin, will be appointed CEO of the new Westin.
The aggregate consideration for the transaction is as follows:
- - Cash in the amount of approximately $178,000,000
- - the issuance of 6,285,783 shares of newly created Class A Exchangeable
Preferred Stock of Starwood Lodging Trust
- - the issuance of 5,294, 783 shares of newly created Class B Exchangeable
Preferred Stock of Starwood Lodging Trust
- - the issuance of 991,000 limited partnership units of SLT Realty Limited
Partnership and SLC Operating Limited Partnership, exchangeable on a one
for one basis for class B Exchangeable Preferred Stock of Starwood Lodging
Trust or paired shares of Starwood Lodging Trust and Starwood Lodging
Corporation.
- - Assumption of $1.030 billion of debt
The Class A and Class B Exchangeable Preferred Stock each has a dividend
equivalent to the common stock. The Class A Exchangeable Preferred Stocks has a
deminimus liquidation preference and closely equates to the economics of the
common stock. The Class B Exchangeable Preferred Stock has a liquidation
preference of $38.50 per share and after five years can be put to Starwood
Lodging Trust at $38.50 per share.
(more)
Starwood Lodging is currently exploring its full range of financing options and
it is expected that the post-closing leverage of the combined company will
approximate current levels. The pro-forma total capitalization for the combined
company will exceed $6.3 billion.
The transaction is an important strategic step for Starwood and creates a fully
integrated hotel owner/operator with a global brand that makes the combined
company unique among hotel real estate investment trusts, and coupled with its
paired-share structure, unique among hotel companies.
Recognized as a leading hotel chain among business travelers, Westin's hotels
offer Starwood increased diversification beyond its already strong presence in
major hotel markets such as Atlanta, Chicago, Dallas, Los Angeles, Seattle and
San Francisco and opens up new domestic markets such as Indianapolis, San
Antonio and Orlando. Starwood, with its asset base, will enable Westin to
penetrate markets that Westin does not serve. The acquisition will also provide
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Starwood Lodging an immediate entry into the global hotel business through
Westin's presence in 23 countries worldwide. It is anticipated that shortly
after closing Starwood will convert approximately 20 hotels to the Westin brand.
Starwood Lodging is purchasing Westin from a group of investors, including
affiliates of Goldman Sachs & Co., and its partner The Edward Thomas Companies,
Nomura Securities and affiliates of Starwood Capital Group. Goldman Sachs's
principal investment areas will be entitled to designate one nominee for
election to the Board of Trustees of Starwood Lodging Trust and one nominee for
election to the Board of Directors of Starwood Lodging Corporation. Because
Starwood Capital Group is an owner of Westin and Mr. Sternlicht serves as
Chairman and CEO of Starwood Lodging Trust, special committees of outside
trustees of Starwood Lodging Trust and outside directors of Starwood Lodging
Corporation initiated and actively participated in the negotiations for the
purchase of Westin on behalf of Starwood Lodging. The Chairmen of these
committees are Stephen R. Quazzo, representing Starwood Lodging Trust and Daniel
W. Yih, representing Starwood Lodging Corporation. The committees have been
advised by Morgan Stanley & Co. and E&Y Kenneth Leventhal.
The disinterested Trustees of Starwood Lodging Trust and the disinterested
Directors of Starwood Lodging Corporation unanimously approved the transaction.
(more)
Independent trustee Stephen Quazzo stated, "The process to acquire the Westin
brand began nearly 12 months ago, has evolved in an orderly and measured fashion
and we are excited to reach a successful conclusion. The transaction announced
today represents the fruits of these long negotiations between the special
committees and the sellers. Starwood overnight becomes a world leader in the
profitable upscale, full service hotel segment. Given the strategic fit and
bright future the combined company holds, we believe it was well worth the
effort."
Independent director Daniel Yih commented, "The transaction is expected to be
accretive to Starwood's 1998 funds from operations ("FFO") on a permanently
financed basis. In addition, the transaction is priced attractively when
compared to recent comparable transactions, such as Doubletree Hotels
Corporation's merger with Promus Hotel Corporation, Patriot American's
acquisition of Wyndham Hotel Corp. and Marriott Corp's acquisition of
Renaissance Hotel Group N.V. Starwood is acquiring Westin at 13x Westin 1997
EBITDA and 10.9x Westin 1998 EBITDA."
Barry Sternlicht said, "The combination of Westin and Starwood is a terrific
marriage. Westin is a company with a great brand with a small asset base with
room for rapid expansion both domestically and abroad. Starwood is a company
with a large domestic asset base but no proprietary brand and the addition of a
brand will enable us to take full advantage of our superior paired-share
structure. Of all the branded companies that have been for sale since we assumed
control of Starwood, Westin is the only brand, other than Renaissance, that has
both a pure upscale image and a significant global presence. Though Westin has
grown its distribution and
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earnings quite dramatically over the last several years, it has not done so by
sacrificing the quality of its brand or its guest experience as witnessed by the
recent J.D. Power Award as the nation's best upscale brand.
Mr. Sternlicht continued, "The acquisition of Westin expands Starwood's growth
prospects significantly. Juergen Bartels and his team have done an exceptional
job of capturing market share, enhancing profitability for itself, the managed
hotels and its franchisees and most importantly, reestablishing the brand with
consumers. First, Westin adds significant management expertise in all areas of
the hospitality business and tremendous management depth. The average company
tenure of a Westin General Manager is over 15 years. Second, Westin provides
Starwood valuable entry to global investment opportunities. Third, Westin
provides Starwood a proprietary property base for acquisitions similar to the
asset base Host Marriott enjoys from its relationship with Marriott. Fourth,
Westin today enjoys significant internal growth from projects committed to and
underway and Starwood provides the capital necessary to accelerate Westin's
growth. Fifth, Westin enables Starwood to achieve franchise, management and
(more)
other operational synergies that only a combined company of the scale of
Starwood and Westin scale could provide, while the asset conversions of Starwood
hotels into Westin hotels will add to the critical mass that builds Westin's
marketing clout. Sixth, Westin is positioned where we want to be and where we
have worked to position Starwood in the last two years - firmly entrenched in
the upscale, full-service end of the market where new construction has been
limited and where the current industry recovery, we believe, is most
sustainable.
Juergen Bartels, Chairman and CEO of Westin, commented, "We are delighted to
join forces with Barry Sternlicht and his management team at Starwood. The
combination of the benefits of Starwood's paired-share structure with the power
of the Westin brand creates the opportunity to build a superior, high-end global
service organization. We believe there are significant opportunities for revenue
and profit growth through various cost-savings and synergies of the combined
companies."
Bartels continued, "With a $60 million marketing program in place, Westin has
invested in and created the infrastructure critical to supporting a global
brand. We believe, with an average size property of 500 rooms, we are
well-positioned for continued growth in the upscale, global hotel market."
Eric A. Danziger, CEO of Starwood Lodging Corporation, said, "This transaction
is a major step forward for Starwood and establishes the company as the
undisputed leader in the upscale hotel market segment. One of the distinguishing
characteristics of Westin is the duration of its management contracts, with an
average of 14 - 15 years. These are significantly longer than the industry
average and provide a more predictable income stream for the company."
Stuart M. Rothenberg, a Goldman, Sachs & Co. managing director in the real
estate principal area, commented, "We strongly believe in the long-term upside
potential of the combined entity,
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and as such, have taken a substantial percentage of our consideration in
Starwood Lodging preferred stock and partnership units.
Mr. Sternlicht added, "We're delighted with Goldman Sachs's decision to invest
in the future of Starwood."
In addition to the 91 Westin managed, franchised and represented properties in
locations all over the world, an important component of the transaction is
Starwood's acquisition of Westin's ownership interests in 16 Westin hotel
properties totaling 8,819 rooms, that by the end of 1997, are expected to have
undergone in excess of $165 million in renovations over the prior two years. The
owned properties consist of:
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The Westin Seattle
Westin's $17.5 million investment in renovation of this signature hotel
undertaken in l996 and l997 has re-established this circular, twin-towered
landmark as one of Seattle's leading convention hotels. Each of the 865 rooms
offers sweeping views of the city and Puget Sound. The hotel has been recognized
with both the AAA four-diamond and the Gold Award for excellence in meetings
from Meetings & Incentives Magazine.
The Westin Peachtree Plaza, Atlanta (partnerhsip)
The world's second tallest hotel, which was designed by John Portman, The Westin
soars 73 stories above the Atlanta skyline. Its gleaming tower houses a
five-story atrium lobby, 1068 guest rooms, 39 meeting rooms and excellent
fitness facilities.
The Westin Cincinnati
Overlooking historic Fountain Square, this 448-room hotel features an impressive
four-story atrium lobby. Its meeting facilities have earned the hotel the
prestigious Pinnacle Award from Successful Meetings magazine. Recent renovations
totaling $7.2 million include all guest rooms, corridors and the new Albee
Restaurant.
The Westin Tabor Center, Denver
The hotel is near both the 70 shops in Tabor Center and Denver's financial and
business districts. The AAA four-diamond award winner has 420 rooms, 20,000
square feet of meeting space, business center and indoor/outdoor swimming pool.
Westin purchased the hotel earlier this year and is spending $2.6 million on
renovations.
The Westin Ft. Lauderdale
Adjacent to a tranquil three-acre lagoon in Ft. Lauderdale's most prestigious
office park, this hotel offers the perfect South Florida location. Featuring 294
rooms, the AAA four-diamond award winner recently added Alfiere's Meditterean
Bistro as part of a $3.2 million renovation program.
The Westin Indianapolis
This AAA four-diamond hotel provides 573 rooms and is connected by skybridge to
the Indiana Convention Center, RCA Dome and Circle Centre Mall. It is also
across the street from the State Capitol Building.
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The Westin San Francisco Airport
A palm-lined driveway takes guests to this 388-room hotel that hosts over 300
corporate meetings every month. A $8.1 million renovation program resulted in
the addition of Alfiere's Mediterrean Bistro, expanded meeting facilities and
all-new guest rooms.
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The Westin Resort, St. John
Following the l997 purchase and extensive renovation program, this former 285
room Hyatt Hotel in the picturesque U.S. Virgin Islands will re-open on November
15 as The Westin Resort St. John.
The Westin St. Francis, San Francisco (Limited Partnership)
This historic flagship hotel is home to presidents, royalty and celebrities of
every kind. A $60 million restoration of the 93-year old hotel has revived the
lobby, ballrooms and 1192 newly appointed guest rooms. Institutional Investor
magazine named the hotel among the "Top 100 Hotels in the World."
The Westin Michigan Avenue, Chicago (Partnership)
In the heart of the Windy City on the Magnificent Mile, The Westin has 739
rooms, 21 meeting rooms and health club. A $14.5 renovation program is being
completed in 1997.
The Westin O'Hare, Chicago (joint venture)
Strategically located nearby the world's busiest airport, the AAA four-diamond,
Mobil four-star Westin O'Hare caters to discerning business travelers with a
full-service business center, 46 meetings rooms and expansive health club,
swimming pool and racquetball courts. It has 525 rooms and complimentary shuttle
service to and from the airport.
The Westin Galleria, Dallas (joint venture)
In the famous Galleria Mall, the 423-room, AAA four-diamond award winning hotel
is adjacent to 200 exclusive stores, an indoor ice rink and multi-screen
theater. Recent renovations exceed $8.9 million.
The Westin South Coast Plaza, Orange County (lease)
This 390-room, AAA four-diamond hotel is found in one of America's most affluent
neighborhoods. Westin is spending $3.4 million on upgrades. The hotel is
connected by pedestrian bridge to one of America's premier shopping destinations
with 250 stores. Renowned chef Joachim Splichal will open his Pinot restaurant
at the hotel by mid next year. The Westin is also within walking distance of 50
other restaurants and is just minutes away from Disneyland, Knott's Berry Farm
and Newport Beach.
The Westin Galleria and Oaks, Houston (lease)
The two hotels anchor Houston's Galleria Shopping & Entertainment Complex
complete with 325 shops, galleries and restaurants. The combined hotels offer
891 rooms, Texas-sized convention facilities, fitness centers, swimming pools,
jogging track and putting green.
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(more)
Starwood Lodging Trust is the largest hotel REIT in the United States and
conducts all of its business as general partner of SLT Realty Limited
Partnership. Starwood Lodging Corporation, which conducts substantially all of
its business as managing general partner of SLC Operating Limited Partnership,
leases properties from the Trust and operates them directly or through
third-party management companies.
Statements in this press release that are not strictly historical are "forward
looking" statements under the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Although Starwood Lodging believes the
expectations reflected in such forward looking statements are based on
reasonable assumptions, it can give no assurance that its expectations will be
attained. Forward looking statements involve known and unknown risks which may
cause the Company's actual results to differ materially from expected results.
Factors that could cause results to differ materially from Starwood Lodging's
expectations include, without limitation, completion of the acquisition
described in this press release and future acquisitions, the availability of
capital for acquisitions and for renovations, the ability to maintain existing
franchise, management and representation agreements and to obtain new ones on
current terms, competition within the lodging industry, the cyclicality of the
real estate business and the hotel business, real estate and economic conditions
and other risks detailed form time to time and the Company's SEC reports
including quarterly reports on form 10K, reports on 8K and annual reports on
form 10K.
