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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended
DECEMBER 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-26304
SUNSTONE HOTEL INVESTORS, INC.
(Exact name of registrant as specified in its charter)
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Maryland 52-1891908
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
115 Calle de Industrias, Suite 201, San Clemente, CA 92672
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (714) 361-3900
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.01
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes /X/ No / /
Indicated by a check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. / /
Based on the closing sale price on New York Stock Exchange on March 3,
1997, the aggregate market value of the voting stock held by non-affiliates of
the registrant was $192,669,323.
As of March 3, 1997, there were 15,543,719 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Report incorporates information by reference from the
definitive Proxy Statement for the Annual Meeting of Stockholders, to be held
April 17, 1997.
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PART IV
ITEM EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Exhibits:
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EXHIBIT
NO. DESCRIPTION
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3.1 Amended Articles of Incorporation of the Company, as further
amended by the Articles of Amendment of the Company, as filed
with the State Department of Assessments and Taxation of Maryland
on November 9, 1994, filed as Exhibit 3.1 to the Company's
Registration Statement No. 33-84346 and incorporated herein by
this reference.
3.2 Bylaws of the Company, as currently in effect, filed as Exhibit
3.2 to the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
3.3 Articles of Amendment of the Company, as filed with the State
Department of Assessments and Taxation of Maryland on June 19,
1995, filed as Exhibit 3.3 to the Company's Registration
Statement No. 33-84346 and incorporated herein by this reference.
10.1 Form of First Amended and Restated Agreement of Limited
Partnership of the Partnership, filed as Exhibit 10.1 to the
Company's Registration Statement No. 33-84346 and incorporated
herein by this reference.
10.1.1 First Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of December 12, 1995, filed as
Exhibit 10.36 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995 (the "1995 10-K") and incorporated
herein by this reference.
10.1.2 Second Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of December 28, 1995, filed as
Exhibit 10.1.2 to the Company's 1995 10-K and incorporated herein
by this reference.
10.1.3 Third Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of March 17, 1996, filed as Exhibit
10.1.3 to the Company's Registration Statement No. 333-07685 and
incorporated herein by this reference.
10.1.4 Fourth Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of March 28, 1996, filed as Exhibit
10.1.4 to the Company's Registration Statement No. 333-07685 and
incorporated herein by this reference.
10.1.5 Fifth Amendment to First Amended and Restated Agreement and
Limited Partnership dated as of July 31, 1996, filed as Exhibit
10.1.5 to the Company's Registration Statement No. 333-07685 and
incorporated herein by this reference.
10.1.6 Sixth Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of August 10, 1996, filed as Exhibit
10.1.6 to the Company's Registration Statement No. 333-07685 and
incorporated herein by this reference.
10.1.7 Seventh Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of September 10, 1996, filed as
Exhibit 10.1.7 to the Company's Registration Statement No.
333-07685 and incorporated herein by this reference.
10.1.8 Eighth Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of October 29, 1996 filed as
Exhibit 10.1.8 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996 (the "1996 10-K") and
incorporated herein by reference.
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10.2.12 Lease Agreement dated February 2, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Cypress Inn hotel located in Clackamas,
Oregon, filed as Exhibit 10.2.12 to the Company's First Quarter
1996 10-Q/A and incorporated herein by this reference.
10.2.13 Lease Agreement dated February 2, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Cypress Inn hotel located in Kent,
Washington, filed as Exhibit 10.2.13 to the Company's First
Quarter 1996 10-Q/A and incorporated herein by this reference.
10.2.14 Lease Agreement dated February 2, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Cypress Inn hotel located in Poulsbo,
Washington, filed as Exhibit 10.2.14 to the Company's First
Quarter 1996 10-Q/A and incorporated herein by this reference.
10.2.15 Lease Agreement dated February 2, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Cypress Inn hotel located in Portland,
Oregon, filed as Exhibit 10.2.15 to the Company's First Quarter
1996 10-Q/A and incorporated herein by this reference.
10.2.16 Lease Agreement dated March 28, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Courtyard by Marriott Hotel located in
Riverside, California, filed as Exhibit 10.2.16 to the Company's
Registration Statement No. 333-07685 and incorporated herein by
this reference.
10.2.17 Lease Agreement dated June 28, 1996 by and between Sunstone Hotel
Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
as lessee, for the Holiday Inn Hotel located in Renton,
Washington, filed as Exhibit 10.2.17 to the Company's
Registration Statement No. 333-07685 and incorporated herein by
this reference.
10.2.18 Lease Agreement dated August 13, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Days Inn Hotel located in Price, Utah,
filed as Exhibit 10.2.18 to the Company's Registration Statement
No. 333-07685 and incorporated herein by this reference.
10.2.19 Lease Agreement dated September 20, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Residence Inn Hotel located in Highlands
Ranch, Colorado, filed as Exhibit 10.2.18 to the Company's
Registration Statement No. 333-07685 and incorporated herein by
this reference.
10.2.20 Lease Agreement dated August 13, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Comfort Suites Hotel located in South
San Francisco, California, filed as Exhibit 10.2.20 to the
Company's Registration Statement No. 333-07685 and incorporated
herein by this reference.
10.2.21 Lease Agreement dated October 29, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Hampton Inn located in Tucson, Arizona,
filed as Exhibit 10.2.21 to the Company's 1996 10-K and
incorporated herein by this reference.
10.2.22 Lease Agreement dated October 29, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Holiday Inn located in Mesa, Arizona,
filed as Exhibit 10.2.22 to the Company's 1996 10-K and
incorporated herein by this reference.
10.2.23 Lease Agreement dated October 29, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Holiday Inn located in Flagstaff,
Arizona, filed as Exhibit 10.2.23 to the Company's 1996 10-K and
incorporated herein by this reference.
10.2.24 Lease Agreement dated December 19, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Radisson Suites located in Oxnard,
California, filed as Exhibit 10.2.24 to the Company's 1996 10-K
and incorporated herein by this reference.
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10.3 Form of Right of First Refusal and Option to Purchase, filed as
Exhibit 10.3 to the Company's Registration Statement No. 33-84346
and incorporated herein by this reference.
10.4 Form of Alter Employment Agreement, filed as Exhibit 10.4 to the
Company's Registration Statement No. 33-84346 and incorporated
herein by this reference.
10.5 Form of Biederman Employment Agreement, filed as Exhibit 10.5 to
the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
10.6 Form of Indemnification Agreement to be entered into with
officers and directors of the Company, filed as Exhibit 10.6 to
the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
10.7 1994 Stock Incentive Plan, filed as Exhibit 10.7 to the Company's
Registration Statement No. 33-84346 and incorporated herein by
this reference.
10.8 Form of Notice of Grant of Stock Option and Form of Stock Option
Agreement (and Addendum thereto) to be generally used in
connection with the Discretionary Option Grant Program of the
1994 Stock Incentive Plan, filed as Exhibit 10.8 to the Company's
Registration Statement No. 33-84346 and incorporated herein by
this reference.
10.9 Form of Stock Purchase Agreement to be generally used in
connection with the Discretionary Option Grant Program of the
1994 Stock Incentive Plan, filed as Exhibit 10.9 to the Company's
Registration Statement No. 33-84346 and incorporated herein by
this reference.
10.10 1994 Directors Plan, filed as Exhibit 10.10 to the Company's
Registration Statement No. 33-84346 and incorporated herein by
this reference.
10.11 Form of Notice of Grant of Automatic Stock Option, Automatic
Stock Option Agreement, Stock Purchase Agreement and Automatic
Direct Stock Issuance Agreement to be generally used in
connection with the 1994 Directors Plan, filed as Exhibit 10.11
to the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
10.12 Deleted
10.13 Deleted
10.14 Deleted
10.15 Deleted
10.16 Deleted
10.17 Deleted
10.18 Deleted
10.19 Deleted
10.20 Deleted
10.21 Deleted
10.22 Deleted
10.23 Deleted
10.24 Deleted
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10.30 Form of Third Party Pledge Agreement among the Partnership,
Robert A. Alter and Charles Biederman, filed as Exhibit 10.30 to
the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
10.30.1 Amendment Number One to Third Party Pledge Agreement effective as
of December 13, 1995, filed as Exhibit 10.34 to the Company's
1995 10-K and incorporated herein by this reference.
10.30.2 Amendment Number Two to Third Party Pledge Agreement effective as
of February 2, 1996, filed as Exhibit 10.30.2 to the Company's
Registration Statement No. 333-07685 and incorporated herein by
this reference.
10.30.3 Amendment Number Three to Third Party Pledge Agreement effective
as of May 30, 1996, filed as Exhibit 10.30.3 to the Company's
Registration Statement No. 333-07685 and incorporated herein by
this reference.
10.30.4 Amendment Number Four to Third Party Pledge Agreement effective
as of June 28, 1996, filed as Exhibit 10.30.4 to the Company's
Registration Statement No. 333-07685 and incorporated herein by
this reference.
10.30.5 Amendment Number Five to Third Party Pledge Agreement effective
as of August 13, 1996, filed as Exhibit 10.30.5 to the Company's
Registration Statement No. 333-07685 and incorporated herein by
this reference
10.30.6 Amendment Number Six to Third Party Pledge Agreement effective
as of August 10, 1996.
10.30.7 Amendment Number Seven to Third Party Agreement effective as of
October 29, 1996.
10.30.8 Amendment Number Eight to Third Party Agreement effective as of
December 19, 1996.
10.31 Deleted
10.32 Deleted
10.33 Deleted
10.34 Deleted
10.35 Loan Agreement by and between the Company and Bank One, Arizona,
N.A. dated as of October 25, 1995, filed as Exhibit 10.38 to the
Company's 1995 10-K and incorporated herein by this reference.
10.36 Deleted
10.37 Deleted
10.38 Deleted
10.39 Deleted
10.40 Deleted
23.1* Consent of Coopers & Lybrand L.L.P.
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* Filed herewith; all other exhibits previously filed.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to Annual
Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Clemente, State of California, on March
21 1997.
SUNSTONE HOTEL INVESTORS, INC.
By: /s/ ROBERT A. ALTER
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Robert A. Alter
President, Secretary and
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment to Annual Report on Form 10-K/A has been signed below by the following
persons in the capacities and on the dates indicated:
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Signature Title Date
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/s/ ROBERT A. ALTER President, Secretary and Chairman March 24, 1997
- ------------------------ of the Board of Directors
Robert A. Alter (Principal Executive Officer)
/s/ * Executive Vice President and March 24, 1997
- ------------------------ Director
Charles L. Biederman
/s/ * Vice President and Chief March 24, 1997
- ------------------------ Financial Officer (Principal
Kenneth J. Biehl Financial and Accounting Officer)
/s/ * Director March 24, 1997
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C. Robert Enever
/s/ * Director March 24, 1997
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Laurence Geller
/s/ * Director March 24, 1997
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David E. Lambert
/s/ * Director March 24, 1997
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H. Raymond Bingham
/s/ * Director March 24, 1997
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Fredric H. Gould
/s/ * Director March 24, 1997
- ------------------------
Edward H. Sondker
/s/ * Director March 24, 1997
- ------------------------
Mark A. Ferrucci
*By: /s/ Robert A. Alter
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Robert A. Alter
Attorney-in-Fact
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Sunstone Hotel Investors, Inc. on Form S-3 (File No. 333-16887), Form S-3 (File
No. 333-13911), and Form S-8 (File No. 333-14179), of our report dated February
28, 1997, on our audits of the consolidated financial statements and financial
statement schedules of Sunstone Hotel Investors, Inc. as of December 31, 1996
and 1995, and for the year ended December 31, 1996 and for the period from
August 16, 1995 to December 31, 1995, and the period January 1, 1995 to August
15, 1995, and for the year ended December 31, 1994 for Sunstone Initial Hotels
(the "Predecessor"), and of our report dated February 28, 1997, on our audit of
the financial statements of Sunstone Hotel Properties, Inc. (the Lessee), which
reports are included in this Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
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COOPERS & LYBRAND L.L.P.
San Francisco, California
March 20, 1997
