UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Starwood Financial Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
85569R 104
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 4, 1999 and various
- --------------------------------------------------------------------------------
(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>
CUSIP NO. 85569R 104 13D Page 2 of 34 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
B 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*
N/A
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 535,417
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON WITH
9 SOLE DISPOSITIVE POWER
535,417
10 SHARED DISPOSITIVE POWER
0 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
535,417 (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)
0.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 85569R 104 13D Page 3 of 34 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Starwood Opportunity Fund II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
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
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 535,417
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
535,417 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
535,417 (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)
0.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 85569R 104 13D Page 4 of 34 Pages
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*
NA
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
7 SOLE VOTING POWER
NUMBER OF 10,759,890 (See Item 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
10,759,890 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,759,890 (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)
12.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 85569R 104 13D Page 5 of 34 Pages
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*
NA
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
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 10,759,890 (See Item 5)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
10,759,890 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,759,890 (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)
12.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 85569R 104 13D Page 6 of 34 Pages
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*
NA
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
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 11,295,307 (See Item 5)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,295,307 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,295,307 (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)
13.1% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 85569R 104 13D Page 7 of 34 Pages
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*
NA
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
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 11,295,307 (See Item 5)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,295,307 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,295,307 (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)
13.1% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 85569R 104 13D Page 8 of 34 Pages
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*
NA
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
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 11,295,307 (See Item 5)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,295,307 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,295,307 (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)
13.1% (See Item 5)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 85569R 104 13D Page 9 of 34 Pages
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*
NA
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
7 SOLE VOTING POWER
NUMBER OF 41,079,912 (See Item 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING
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)
47.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 85569R 104 13D Page 10 of 34 Pages
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*
NA
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
7a SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 41,079,912 (See Item 5)
REPORTING
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)
47.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 85569R 104 13D Page 11 of 34 Pages
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*
NA
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
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 41,079,912 (See Item 5)
REPORTING
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)
47.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 85569R 104 13D Page 12 of 34 Pages
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*
NA
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
7 SOLE VOTING POWER
NUMBER OF 8,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 41,615,329 (See Item 5)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
8,000
10 SHARED DISPOSITIVE POWER
41,615,329 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,623,329 (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)
48.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 85569R 104 13D Page 13 of 34 Pages
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*
OO, PF
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
7 SOLE VOTING POWER
NUMBER OF 1,536,847
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 52,383,219 (See Item 5)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,536,847
10 SHARED DISPOSITIVE POWER
52,383,219 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,920,066 (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)
62.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 14 of 34 Pages
AMENDMENT NO. 10 TO SCHEDULE 13D
--------------------------------
This Amendment No. 10 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, March 18, 1998,
October 14, 1998 and June 15, 1999 is on behalf of B Holdings, L.L.C., a
Connecticut limited liability company ("BLLC"), Starwood Opportunity Fund II,
L.P., a Connecticut limited partnership ("SOF II"). 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 specifically amended and/or restated herein, the disclosure set
forth in the Schedule 13D, as amended through Amendment No. 9, 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 relates to shares of common stock, par value, $0.01 per
share (the "Shares") of Starwood Financial Inc., a Maryland corporation (the
"Issuer"), the successor by merger to Starwood Financial Trust, a Maryland real
estate investment trust ("SFT"). As a result of the merger each class A Share of
SFT was converted into one Share of the Issuer and the holder of SFT's Class B
shares received one Share of the Issuer for every 49 Class B Shares it owned.
Item 2. Identity and Background
The information previously furnished in response to Item 2 is hereby
amended by adding the following reporting person thereto:
Each of the parties to this Schedule 13D has relocated its principal
business and principal office to 591 W. Putnam Avenue, Greenwich, Connecticut
06830.
1. Legal Name: B Holdings, L.L.C.
Place of Organization: Connecticut
Principal Business: Real estate investment
Address of Principal Business: 591 W. Putnam Avenue
Greenwich, CT 06830
Address of Principal Office: 591 W. Putnam Avenue
Greenwich, CT 06830
<PAGE>
Page 15 of 34 Pages
The members of BLLC are SOF II and SCG. The principal business of each
of SOF II and SCG is real estate investment. The address of its principal
business and principal office is 591 W. Putnam Avenue, Greenwich, Connecticut
06830.
During the last five years, BLLC and, to the best of its knowledge, its
members have not been (i) convicted in a criminal proceeding or (ii) a party to
a criminal proceeding of a judicial or administrative body of competent
jurisdiction and, consequently, is not subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws as a result of such proceeding.
2. Legal Name: Starwood Opportunity Fund II, L.P.
Place of Organization: Connecticut
Principal Business: Real estate investment
Address of Principal Business: 591 W. Putnam Avenue,
Greenwich, CT 06830
Address of Principal Office: 591 W. Putnam Avenue,
Greenwich, CT 06830
The general partner of SOF II is Starwood Capital. The principal
business of Starwood Capital is real estate investment. The address of its
principal business and principal office is 591 W. Putnam Avenue, Greenwich,
Connecticut 06830.
During the last five years, SOF II and, to the best of its knowledge,
its general partner have not been (i) convicted in a criminal proceeding or (ii)
a party to a criminal proceeding of a judicial or administrative body of
competent jurisdiction and, consequently, is not subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws as a result of such proceeding.
Item 3. Source and Amount of Funds or Other Consideration
No amendment.
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 November 3, 1999, the Issuer's shareholders approved a series of
transactions including: (i) the acquisition, through a merger (the "Merger"), of
TriNet Corporate Realty Trust, Inc.; (ii) the acquisition, through a merger and
a contribution of interests, of 100% of the ownership interests in Issuer's
external advisor (the "Advisor Transaction"); and (iii) the change in form of
the Issuer's organization into a Maryland corporation (the "Incorporation
Merger"). These transactions were consummated on November 4, 1999.
Contemporaneously with the consummation of the Merger, the Issuer
acquired 100% of the interests in Starwood Financial Advisors, L.L.C. (the
"Advisor") in exchange for total consideration of four million Shares of the
Issuer in the Advisor Transaction.
<PAGE>
Page 16 of 34 Pages
Prior to the consummation of the Merger and the Advisor Transaction,
the Issuer changed its form from a Maryland trust to a Maryland corporation in
the Incorporation Merger through a merger with a wholly-owned subsidiary of the
Issuer formed solely to effect such merger. In the Incorporation Merger, the
Class B Shares were converted into shares of common stock on a 49-for-one basis
(the same ratio at which Class B Shares were previously convertible into Class A
Shares), and the Class A Shares were converted into shares of common stock on a
one-for-one basis.
Pursuant to the Advisor Transaction Mr. Sternlicht received 1,534,727
Shares and SCG received 8,000 Shares in exchange for their interests in the
Advisor.
As a result of the Incorporation Merger, BLLC received 535,417 Shares
in exchange for its Class B Shares.
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, the total number of Shares
outstanding as of November 4, 1999 for purposes of calculating the percentage
ownership of Shares for each Reporting Person equaled 85,919,372.
(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 November 4, 1999, BLLC beneficially owned 0.6% of the issued and
outstanding Shares, or 535,417 Shares.
As of November 4, 1999, SOF II may be deemed to have beneficially owned
0.6% of the issued and outstanding Shares, or 535,417 Shares, by virtue of being
a member of BLLC. This Reporting Person disclaims beneficial ownership of these
securities except to the extent of its pecuniary interest therein.
As of November 4, 1999, Starwood Investors beneficially owned 12.5% of
the issued and outstanding Shares, or 10,759,890 Shares.
As of November 4, 1999, Starwood Holdings may be deemed to have
beneficially owned 12.5% of the issued and outstanding Shares, or 10,759,890
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.
As of November 4, 1999, Starwood Capital may be deemed to have
beneficially owned 13.1% of the issued and outstanding Shares, or 11,295,307
Shares, by virtue of being (i) a general partner of Starwood Investors, (ii) the
general partner of Starwood Holdings, which is the other general partner of
Starwood Investors and (iii) the general partner of SOF II, which is a member of
BLLC. This Reporting Person disclaims beneficial ownership of these securities
except to the extent of its pecuniary interest therein.
<PAGE>
Page 17 of 34 Pages
As of November 4, 1999, BSS may be deemed to have beneficially owned
13.1% of the issued and outstanding Shares, or 11,295,307 Shares, by virtue of
being a general partner of Starwood Capital, which is (i) a general partner of
Starwood Investors, (ii) the general partner of Starwood Holdings, which is the
other general partner of Starwood Investors and (iii) the general partner of SOF
II, which is a member of BLLC. This Reporting Person disclaims beneficial
ownership of these securities except to the extent of its pecuniary interest
therein.
As of November 4, 1999, Sternlicht Holdings may be deemed to have
beneficially owned 13.1% of the issued and outstanding Shares, or 11,295,307
Shares, by virtue of being the general partner of BSS, which is the general
partner of Starwood Capital, which is (i) a general partner of Starwood
Investors, (ii) the general partner of Starwood Holdings, which is the other
general partner of Starwood Investors and (iii) the general partner of SOF II,
which is a member of BLLC. This Reporting Person disclaims beneficial ownership
of these securities except to the extent of its pecuniary interest therein.
As of November 4, 1999, SMT beneficially owned 47.8% of the issued and
outstanding Shares, or 41,079,912 Shares.
As of November 4, 1999, SOFI IV may be deemed to have beneficially
owned 47.8% 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 November 4, 1999, SOFI IV Management may be deemed to have
beneficially owned 47.8% 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 November 4, 1999, SCG may be deemed to have beneficially owned
48.4% of the issued and outstanding Shares, or 41,623,329 Shares, by virtue of
(i) 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 and (ii) being a member
of BLLC. This Reporting Person disclaims beneficial ownership of these
securities except to the extent of its pecuniary interest therein. This
Reporting Person also directly owns 8,000 shares.
As of November 4, 1999, Barry S. Sternlicht may be deemed to have
beneficially owned 62.8% of the issued and outstanding Shares, or 53,920,066
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 the
general partner of SOF II, which is a member of BLLC, and (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 and a member of BLLC. This
Reporting Person disclaims beneficial ownership of these securities except to
the extent of his pecuniary interest therein. Mr. Sternlicht also personally
owns 1,536,847 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:
<PAGE>
Page 18 of 34 Pages
As of November 4, 1999:
BLLC has the sole power to vote and dispose of 535,417 Shares. BLLC
does not share the power to vote or dispose of any Shares.
By virtue of being a member of BLLC, SOF II shares the power to vote
and dispose of 535,417 Shares. SOF II does not have the sole power to vote or
dispose of any Shares.
Starwood Investors has the sole power to vote and dispose of 10,759,890
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 10,759,890 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, the general
partner of Starwood Holdings (the other general partner of Starwood Investors)
and the general partner of SOF II, which is a member of BLLC, Starwood Capital
shares the power to vote and dispose of 11,295,307 Shares. Starwood Capital does
not have the sole power to vote or dispose of any Shares.
By virtue of being the general partner of Starwood Capital (which is a
general partner of Starwood Investors, the general partner of Starwood Holdings,
which is the other general partner of Starwood Investors and the general partner
of SOF II, which is a member of BLLC), BSS shares the power to vote and dispose
of 11,295,307 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,
the general partner of Starwood Holdings, which is the other general partner of
Starwood Investors and the general partner of SOF II, which is a member of
BLLC), Sternlicht Holdings shares the power to vote and dispose of 11,295,307
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 and
a member of BLLC, SCG shares the power to vote and dispose of 41,623,329 Shares.
SCG does not have the sole power to vote or dispose of any Shares.
<PAGE>
Page 19 of 34 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, the general partner of
Starwood Holdings, which is the other general partner of Starwood Investors,
Partners and the general partner of SOF II, which is a member of BLLC) 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 and
a member of BLLC), Barry S. Sternlicht shares the power to vote and dispose of
52,383,219 Shares. Mr. Sternlicht has the sole power to vote or dispose of
1,536,847 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 November 4, 1999 or since the filing of Amendment
No. 9 to this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
No Amendment.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1. Amended and Restated Joint Filing Agreement, dated
November 18, 1999, among the Reporting Persons
pursuant to Rule 13d-1(f) of the Securities Exchange Act
of 1934.
<PAGE>
Page 20 of 34 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: November 19, 1999
B. HOLDINGS, L.L.C.
By: Starwood Capital Group, L.L.C.
Its: Member
By: /S/JEROME C. SILVEY
----------------------------------
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
<PAGE>
Page 21 of 34 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: November 19, 1999
STARWOOD OPPORTUNITY FUND II, 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 22 of 34 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: November 19, 1999
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 23 of 34 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: November 19, 1999
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 24 of 34 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: November 19, 1999
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 25 of 34 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: November 19, 1999
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 26 of 34 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: November 19, 1999
STERNLICHT HOLDINGS II, INC.
By: /S/ JEROME C. SILVEY
--------------------------------------
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
<PAGE>
Page 27 of 34 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: November 19, 1999
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 28 of 34 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: November 19, 1999
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 29 of 34 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: November 19, 1999
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 30 of 34 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: November 19, 1999
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 31 of 34 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: November 19, 1999
/S/ BARRY S. STERNLICHT
--------------------------------
Barry S. Sternlicht
<PAGE>
Page 32 of 34 Pages
EXHIBIT 1
---------
JOINT FILING AGREEMENT
----------------------
This will confirm the agreement by and among all the undersigned that
the Amendment No. 10 to the Schedule 13D filed on or about this date with
respect to the beneficial ownership of the undersigned of Common Stock, par
value $0.01 per share, and Starwood Financial Inc. 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: November 19, 1999
B HOLDINGS, L.L.C.
By: Starwood Capital Group, L.L.C.
Its: Member
By: /S/ JEROME C. SILVEY
-------------------------------------
Name: Jerome C. Silvey
Its: Senior Vice President and
Chief Financial Officer
STARWOOD OPPORTUNITY FUND II, 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 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 33 of 34 Pages
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
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
<PAGE>
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
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
