UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Starwood Financial Trust
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(Name of Issuer)
Class A Shares, par value $1.00
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(Title of Class of Securities)
85568W 104
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(CUSIP Number)
Jay Sugarman, 1114 Avenue of the Americas, 27th Floor
New York, New York 10036 (212) 930-9400
with a copy to James B. Carlson, Esq., Mayer, Brown & Platt
1675 Broadway, New York, New York 10019 (212) 506-2515
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Various
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Page 1 of 31
<PAGE>
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CUSIP No. 85568W 104 13D Page 2 of 31 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Starwood Mezzanine Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,786,156 (See Item 5)
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON WITH
9 SOLE DISPOSITIVE POWER
10,786,156 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,786,156 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 85568W 104 13D Page 3 of 31 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Starwood Mezzanine Holdings, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 10,786,156 (See Item 5)
PERSON WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
10,786,156 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,786,156 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 85568W 104 13D Page 4 of 31 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Starwood Capital Group I, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 10,786,156 (See Item 5)
PERSON WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
10,786,156 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,786,156 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 85568W 104 13D Page 5 of 31 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BSS Capital Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 10,786,156 (See Item 5)
PERSON WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
10,786,156 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,786,156 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 85568W 104 13D Page 6 of 31 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sternlicht Holdings II, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 10,786,156 (See Item 5)
PERSON WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
10,786,156 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,786,156 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 85568W 104 13D Page 7 of 31 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFI-IV SMT Holdings, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 41,079,912 (See Item 5)
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON WITH
9 SOLE DISPOSITIVE POWER
41,079,912 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,079,912 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 85568W 104 13D Page 8 of 31 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Starwood Opportunity Fund IV, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7a SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 41,079,912 (See Item 5)
PERSON WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
41,079,912 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,079,912 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 85568W 104 13D Page 9 of 31 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFI IV Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 41,079,912 (See Item 5)
PERSON WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
41,079,912 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,079,912 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 85568W 104 13D Page 10 of 31 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Starwood Capital Group, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 41,079,912 (See Item 5)
PERSON WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
41,079,912 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,079,912 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 85568W 104 13D Page 11 of 31 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Barry S. Sternlicht
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,916
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 51,866,068 (See Item 5)
PERSON WITH
9 SOLE DISPOSITIVE POWER
1,916
10 SHARED DISPOSITIVE POWER
51,866,068 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,867,984 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 12 of 31 Pages
AMENDMENT NO. 8 TO SCHEDULE 13D
This Amendment No. 8 to the Schedule 13D filed on November 29, 1993
(the "Schedule 13D"), as amended on January 13, 1994, February 9, 1994, March
15, 1994, March 22, 1996, September 26, 1996, January 22, 1997 and March 18,
1998 is on behalf of Starwood Mezzanine Investors, L.P., a Delaware limited
partnership ("Starwood Investors"), Starwood Mezzanine Holdings, L.P., a
Delaware limited partnership ("Starwood Holdings"), Starwood Capital Group I,
L.P., a Delaware limited partnership ("Starwood Capital"), BSS Capital Partners,
L.P., a Delaware limited partnership ("BSS"), Sternlicht Holdings II, Inc., a
Delaware corporation ("Sternlicht Holdings"), SOFI-IV SMT Holdings, L.L.C., a
Delaware limited liability company ("SMT"), Starwood Opportunity Fund IV, L.P.,
a Delaware limited partnership ("SOFI IV"), SOFI IV Management, L.L.C., a
Connecticut limited liability company ("SOFI IV Management"), Starwood Capital
Group, L.L.C., a Connecticut limited liability company ("SCG") and Barry S.
Sternlicht.
Unless otherwise defined herein, all capitalized terms used herein have
the meanings ascribed to them in Amendment No. 7 to the Schedule 13D. Unless
specifically amended and/or restated herein, the disclosure set forth in the
Schedule 13D, as amended through Amendment No. 7, shall remain unchanged.
Item 1. Security and Issuer
The information previously furnished in response to Item 1 is hereby
amended and restated in its entirety as follows:
This Statement (the "Statement") relates to the Class A Shares, par
value $1.00 per share (the "Shares") of Starwood Financial Trust, a Maryland
real estate investment trust (the "Issuer") and successor by merger to Starwood
Financial Trust, a California business trust ("SFT-CA"). The principal executive
office of the Issuer is 1114 Avenue of the Americas, 27th Floor, New York, NY
10036. In connection with the merger of the Issuer with and into SFT-CA an
effective 6 for 1 reverse split of the Shares occurred. All share numbers
reflect this effective reverse split.
Item 2. Identity and Background
The information previously furnished in response to Item 2 is hereby
amended by deleting the following persons thereto:
1. Starwood Financial Advisors, L.L.C., a Connecticut limited liability
company
2. SAHI Partners, a Delaware limited partnership
3. SAHI, Inc., a Delaware corporation
4. SWL Acquisition Partners, L.P., a Delaware limited partnership
5. SWL Mortgage Investors, Inc., a Delaware corporation
6. B Holdings, L.L.C., a Connecticut limited liability company.
Item 3. Source and Amount of Funds or Other Consideration
No amendment.
<PAGE>
Page 13 of 31 Pages
Item 4. Purpose of Transaction
The information previously furnished in response to Item 4 is hereby
amended by adding at the end thereto the following:
On June 19, 1998, the Issuer went through a Reorganization and Reverse
Stock Split (the "Stock Split"). Pursuant to the Stock Split, the Class A and
Class B Shares of the Issuer were reverse split in a magnitude of 1 for 6.
Immediately after the Stock Split, there were 52,389,718 (now 52,407,718) Class
A Shares and 26,195,488 (now 26,203,859) Class B Shares outstanding.
Prior to July 1, 1998, the Class B Shares were derivative securities
with respect to the Class A Shares. Because the Class B Shares are no longer
derivative securities with respect to the Class A Shares, B Holdings L.L.C. is
no longer deemed a member of this group.
On July 14, 1998, SAHI Partners distributed 40,863 Class A Shares to
its partners. SAHI, Inc. ("SAHI") received 404 shares, SWL Mortgage Investors,
Inc. ("SWL") received 425 shares, Starwood Capital received 395 shares and Barry
Sternlicht received 767 shares in this distribution. The remainder of the shares
were distributed to parties not within this group. Immediately following this
distribution, SAHI Partners and SWL Acquisition Partners, L.P. no longer had
voting or dispositive power over any equity securities of the Issuer and were no
longer deemed members of this group.
On August 18, 1998, SMT distributed 97,768 Class A Shares to SOFI IV,
who in turn distributed these shares to parties not within this group.
On August 19, 1998, SMT distributed 1,451 Class A Shares to SOFI IV,
who in turn distributed these shares to parties not within this group.
On September 17, 1998, Starwood Capital distributed 395 Class A Shares
to its partners. Barry Sternlicht received 185 shares and the remainder of the
shares were distributed to parties not within this group.
On September 17, 1998, SWL distributed 425 Class A Shares to Barry
Sternlicht. Immediately following this distribution, SWL no longer had voting or
dispositive power over any equity securities of the Issuer and was no longer
deemed a member of this group.
On September 17, 1998, SAHI distributed 404 Class A Shares to its
partners. Barry Sternlicht received 206 shares and the remainder of the shares
were distributed to parties not within this group. Immediately following this
distribution, SAHI no longer had voting or dispositive power over any equity
securities of the Issuer and was no longer deemed a member of this group.
<PAGE>
Page 14 of 31 Pages
As of September 30, 1998 Starwood Financial Advisors, L.L.C.
("Advisors") was the record owner of options to purchase 2,225,842 Class A
Shares. However, all of these options must be transferred to third parties and
the options can not be exercised for the account of Advisors. In addition,
neither SCG nor Barry Sternlicht can receive any of the options from Advisors.
Finally, a committee of independent members directs the disposition of the
options and determines all matters relating thereto. As a result, Advisors is no
longer included in the group filing this Schedule 13D because Advisors has not
agreed with any other person to act together for the purpose of holding voting
or disposing of equity securities of the issuer.
Item 5. Interest in Securities of the Issuer
The information previously furnished in response to Item 5 is hereby
amended and restated as follows:
Based on information provided by the Issuer and after giving effect to
the Stock Split and the transactions described herein and as reported herein,
the total number of Shares outstanding for purposes of calculating the
percentage ownership of Shares for each Reporting Person equaled 52,407,718.
(a) Aggregate Number and Percentage of the Class of Securities
Identified Pursuant to Item 1 Beneficially Owned by Each Person Named in Item 2:
As of September 30, 1998, Starwood Investors beneficially owned 20.6%
of the issued and outstanding Shares, or 10,786,156 Shares.
As of September 30, 1998, Starwood Holdings may be deemed to have
beneficially owned 20.6% of the issued and outstanding Shares, or 10,786,156
Shares, by virtue of being a general partner of Starwood Investors. This
Reporting Person disclaims beneficial ownership of these securities except to
the extent of its pecuniary interest therein.
<PAGE>
Page 15 of 31 Pages
As of September 30, 1998, Starwood Capital may be deemed to have
beneficially owned 20.6% of the issued and outstanding Shares, or 10,786,156
Shares, by virtue of being a general partner of Starwood Investors, and the
general partner of Starwood Holdings, which is the other general partner of
Starwood Investors. This Reporting Person disclaims beneficial ownership of
these securities except to the extent of its pecuniary interest therein.
As of September 30, 1998, BSS may be deemed to have beneficially owned
20.6% of the issued and outstanding Shares, or 10,786,156 Shares, by virtue of
being a general partner of Starwood Capital, which is a general partner of
Starwood Investors and the general partner of Starwood Holdings, which is the
other general partner of Starwood Investors. This Reporting Person disclaims
beneficial ownership of these securities except to the extent of its pecuniary
interest therein.
As of September 30, 1998, Sternlicht Holdings may be deemed to have
beneficially owned 20.6% of the issued and outstanding Shares, or 10,786,156
Shares, by virtue of being the general partner of BSS, which is the general
partner of Starwood Capital, which is a general partner of Starwood Investors
and the general partner of Starwood Holdings, which is the other general partner
of Starwood Investors. This Reporting Person disclaims beneficial ownership of
these securities except to the extent of its pecuniary interest therein.
As of September 30, 1998, SMT beneficially owned 78.4% of the issued
and outstanding Shares, or 41,079,912 Shares.
As of September 30, 1998, SOFI IV may be deemed to have beneficially
owned 78.4% of the issued and outstanding Shares, or 41,079,912 Shares, by
virtue of being the sole member and manager of SMT. This Reporting Person
disclaims beneficial ownership of these securities except to the extent of its
pecuniary interest therein.
As of September 30, 1998, SOFI IV Management may be deemed to have
beneficially owned 78.4% of the issued and outstanding Shares, or 41,079,912
Shares, by virtue of being a general partner of SOFI IV, which is the sole
member and manager of SMT. This Reporting Person disclaims beneficial ownership
of these securities except to the extent of its pecuniary interest therein.
As of September 30, 1998, SCG may be deemed to have beneficially owned
78.4% of the issued and outstanding Shares, or 41,079,912 Shares, by virtue of
being a general manager of SOFI IV Management, which is the general partner of
SOFI IV, which is the sole member and manager of SMT. This Reporting Person
disclaims beneficial ownership of these securities except to the extent of its
pecuniary interest therein.
<PAGE>
Page 16 of 31 Pages
As of September 30, 1998, Barry S. Sternlicht may be deemed to have
beneficially owned 99.0% of the issued and outstanding Shares, or 51,867,984
Shares, by virtue of his control of (i) Sternlicht Holdings, which is the
general partner of BSS, which is the general partner of Starwood Capital, which
is a general partner of Starwood Investors, and the general partner of Starwood
Holdings, which is the other general partner of Starwood Investors and (ii)
SAHI, (iii) SCG, which is the general manager of SOFI IV Management, which is
the general partner of SOFI IV, which is the sole member and manager of SMT.
This Reporting Person disclaims beneficial ownership of these securities except
to the extent of his pecuniary interest therein. Mr. Sternlicht also personally
owns 1,916 Shares.
(b) Number of Shares as to Which There is Sole Power to Vote or to
Direct the Vote, Shared Power to Vote or to Direct the Vote, and Sole or Shared
Power to Dispose or to Direct the Disposition:
As of September 30, 1998:
Starwood Investors has the sole power to vote and dispose of 10,786,156
Shares. Starwood Investors does not share the power to vote or dispose of any
Shares.
By virtue of being a general partner of Starwood Investors, Starwood
Holdings shares the power to vote and dispose of 10,786,156 Shares. Starwood
Holdings does not have the sole power to vote or dispose of any Shares.
By virtue of being a general partner of Starwood Investors and the
general partner of Starwood Holdings (the other general partner of Starwood
Investors), Starwood Capital shares the power to vote and dispose of 10,786,156
Shares. Starwood Capital does not have the sole power to vote or dispose of any
Shares.
<PAGE>
Page 17 of 31 Pages
By virtue of being the general partner of Starwood Capital (which is a
general partner of Starwood Investors and the general partner of Starwood
Holdings, which is the other general partner of Starwood Investors), BSS shares
the power to vote and dispose of 10,786,156 Shares. BSS does not have the sole
power to vote or dispose of any Shares.
By virtue of being a general partner of BSS (which is the general
partner of Starwood Capital, which is a general partner of Starwood Investors
and the general partner of Starwood Holdings, which is the other general partner
of Starwood Investors), Sternlicht Holdings shares the power to vote and dispose
of 10,786,156 Shares. Sternlicht Holdings does not have the sole power to vote
or dispose of any Shares.
SMT has the sole power to vote and dispose of 41,079,912 Shares. SMT
does not share the power to vote or dispose of any Shares.
By virtue of being the sole member and manager of SMT, SOFI IV shares
the power to vote and dispose of 41,079,912 Shares. SOFI IV does not have the
sole power to vote or dispose of any Shares.
By virtue of being a general partner of SOFI IV, which is the sole
member and manager of SMT, SOFI IV Management shares the power to vote and
dispose of 41,079,912 Shares. SOFI IV Management does not have the sole power to
vote or dispose of any Shares.
By virtue of being a general manager of SOFI IV Management, which is
the general partner of SOFI IV, which is the sole member and manager of SMT, SCG
shares the power to vote and dispose of 41,079,912 Shares. SCG does not have the
sole power to vote or dispose of any Shares.
<PAGE>
Page 18 of 31 Pages
By virtue of being (i) the sole owner of Sternlicht Holdings (which is
the general partner of BSS, which is the general partner of Starwood Capital,
which is a general partner of Starwood Investors and the general partner of
Starwood Holdings, which is the other general partner of Starwood Investors,
Partners) and (ii) the general manager of SCG (which is the general manager of
SOFI IV Management, which is the general partner of SOFI IV, which is the
general manager of SMT, Barry S. Sternlicht shares the power to vote and dispose
of 51,866,068 Shares. Mr. Sternlicht has the sole power to vote or dispose of
1,916 Shares held personally by him.
(c) Except as specified in Item 4 or as previously reported in the
Schedule 13D, no Reporting Person has effected any transactions in Shares during
the 60 day period preceding September 30, 1998 or since the filing of Amendment
No. 7 to this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1. Amended and Restated Joint Filing Agreement, dated September
29, 1998, among the Reporting Persons pursuant to Rule
13d-1(f) of the Securities Exchange Act of 1934.
<PAGE>
Page 19 of 31 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 13, 1998
STARWOOD MEZZANINE INVESTORS, L.P.
By: Starwood Capital Group I, L.P.
Its: General Partner
By: BSS Capital Partners, L.P.
Its: General Partner
By: Sternlicht Holdings II, Inc.
Its: General Partner
By: /S/ JEROME C. SILVEY
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
<PAGE>
Page 20 of 31 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 13, 1998
STARWOOD MEZZANINE HOLDINGS, L.P.
By: Starwood Capital Group I, L.P.
Its: General Partner
By: BSS Capital Partners, L.P.
Its: General Partner
By: Sternlicht Holdings II, Inc.
Its: General Partner
By: /S/ JEROME C. SILVEY
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
<PAGE>
Page 21 of 31 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 13, 1998
STARWOOD CAPITAL GROUP I, L.P.
By: BSS Capital Partners, L.P.
Its: General Partner
By: Sternlicht Holdings II, Inc.
Its: General Partner
By: /S/ JEROME C. SILVEY
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
<PAGE>
Page 22 of 31 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 13, 1998
BSS CAPITAL PARTNERS, L.P.
By: Sternlicht Holdings II, Inc.
Its: General Partner
By: /S/ JEROME C. SILVEY
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
<PAGE>
Page 23 of 31 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 13, 1998
STERNLICHT HOLDINGS II, INC.
By: /S/ JEROME C. SILVEY
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
<PAGE>
Page 24 of 31 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 13, 1998
SOFI-IV SMT HOLDINGS, L.L.C.
By: Starwood Opportunity Fund IV, L.P.
Its: Sole Member and Manager
By: SOFI IV Management, L.L.C.
Its: General Partner
By: Starwood Capital Group, L.L.C.
Its: General Manager
By: /S/ JEROME C. SILVEY
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
<PAGE>
Page 25 of 31 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 13, 1998
STARWOOD OPPORTUNITY FUND IV, L.P.
By: SOFI IV Management, L.L.C.
Its: General Partner
By: Starwood Capital Group, L.L.C.
Its: General Manager
By: /S/ JEROME C. SILVEY
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
<PAGE>
Page 26 of 31 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 13, 1998
SOFI IV MANAGEMENT, L.L.C.
By: Starwood Capital Group, L.L.C.
Its: General Manager
By: /S/ JEROME C. SILVEY
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
<PAGE>
Page 27 of 31 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 13, 1998
STARWOOD CAPITAL GROUP, L.L.C.
By: /S/ JEROME C. SILVEY
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
<PAGE>
Page 28 of 31 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 13, 1998
/S/ BARRY S. STERNLICHT
Barry S. Sternlicht
Page 29 of 31 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that
the Amendment No. 8 to the Schedule 13D filed on or about this date with respect
to the beneficial ownership of the undersigned of Class A Shares, par value
$1.00 per share, and Starwood Financial Trust, is being, and any and all further
amendments to the Schedule 13D may be, filed on behalf of each of the
undersigned.
This Agreement may be executed in two or more counterparts, each of
which will be deemed an original, but all of which together shall constitute one
and the same instrument.
Dated: October 13, 1998
STARWOOD MEZZANINE INVESTORS, L.P.
By: Starwood Capital Group I, L.P.
Its: General Partner
By: BSS Capital Partners, L.P.
Its: General Partner
By: Sternlicht Holdings II, Inc.
Its: General Partner
By: /S/ JEROME C. SILVEY
--------------------
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
STARWOOD MEZZANINE HOLDINGS, L.P.
By: Starwood Capital Group I, L.P.
Its: General Partner
By: BSS Capital Partners, L.P.
Its: General Partner
By: Sternlicht Holdings II, Inc.
Its: General Partner
By: /S/ JEROME C. SILVEY
--------------------
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
STARWOOD CAPITAL GROUP I, L.P.
By: BSS Capital Partners, L.P.
Its: General Partner
By: Sternlicht Holdings II, Inc.
Its: General Partner
By: /S/ JEROME C. SILVEY
--------------------
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
<PAGE>
Page 30 of 31 Pages
BSS CAPITAL PARTNERS, L.P.
By: Sternlicht Holdings II, Inc.
Its: General Partner
By: /S/ JEROME C. SILVEY
--------------------
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
STERNLICHT HOLDINGS II, INC.
By: /S/ JEROME C. SILVEY
--------------------
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
SOFI-IV SMT HOLDINGS, L.L.C.
By: Starwood Opportunity Fund IV, L.P.
Its: Sole Member and Manager
By: SOFI IV Management, L.L.C.
Its: General Partner
By: Starwood Capital Group, L.L.C.
Its: General Manager
By: /S/ JEROME C. SILVEY
--------------------
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
STARWOOD OPPORTUNITY FUND IV, L.P.
By: SOFI IV Management, L.L.C.
Its: General Partner
By: Starwood Capital Group, L.L.C.
Its: General Manager
By: /S/ JEROME C. SILVEY
--------------------
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
<PAGE>
Page 31 of 31 Pages
SOFI IV MANAGEMENT, L.L.C.
By: Starwood Capital Group, L.L.C.
Its: General Manager
By: /S/ JEROME C. SILVEY
--------------------
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
STARWOOD CAPITAL GROUP, L.L.C.
By: /S/ JEROME C. SILVEY
--------------------
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
/S/ BARRY S. STERNLICHT
-----------------------
Barry S. Sternlicht
