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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) JULY 11, 1997
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SUNSTONE HOTEL INVESTORS, INC.
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(Exact name of registrant as specified in charter)
MARYLAND 0-26304 52-1891908
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
115 CALLE DE INDUSTRIAS, SUITE 201, SAN CLEMENTE, CA 92672
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 361-3900
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Sunstone Hotel Investors, Inc. (the "Company")
selected Ernst & Young LLP ("E&Y") on July 11, 1997 for
engagement as the Company's independent accountants to report
on the Company's consolidated balance sheet as of December 31,
1997, and the related consolidated statement of income,
stockholders' equity and cash flows for the year ended
December 31, 1997. The decision to select E&Y was approved by
the standing Audit Committee (the "Audit Committee") of the
Company's Board of Directors, which Audit Committee consists
of four of the Company's independent directors. The change in
accountants was made in accordance with the Company's policy
to periodically solicit bids for the engagement of independent
public accountants.
Coopers & Lybrand LLP ("Coopers & Lybrand") had acted
as the Company's independent accountants prior to July 11,
1997, and was dismissed on that date by the decision of the
Audit Committee. None of Coopers & Lybrand's reports on the
Company's financial statements for any of the years on which
Coopers & Lybrand reported contained an adverse opinion or
disclaimer of opinion, nor were the opinions modified as to
uncertainty, audit scope or accounting principles, nor were
there any events of the type requiring disclosure under Item
304(a)(1)(v) of Regulation S-K under the Securities Act of
1933, as amended. There were no disagreements with Coopers &
Lybrand, resolved or unresolved, on any matter of accounting
principles, which, if not resolved to Coopers & Lybrand's
satisfaction, would have caused it to make reference to the
subject matter of the disagreement in connection with its
reports.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits. Exhibit No. 16 - Letter of
Coopers & Lybrand regarding change in certifying
accountants.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: July 17, 1997 SUNSTONE HOTEL INVESTORS, INC.
/s/ ROBERT A. ALTER
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Robert A. Alter, President
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EXHIBIT 16
[COOPERS & LYBRAND LETTERHEAD]
July 16, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Sunstone Hotel Investors, Inc. (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month of
July 1997. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
