<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUNSTONE HOTEL INVESTORS, INC.
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 52-1891908
- ------------------------------------------- ---------------------------------
(State of Incorporation or organization) (IRS Employer Identification No.)
115 CALLE DE INDUSTRIAS, SUITE 201, SAN CLEMENTE, CA 92672
- ---------------------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of Securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of Securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. [ ]
Securities Act Registration statement file number to which this form relates:
333-34377
---------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
ENHANCED PERPETUAL INCOME
PREFERRED SECURITIES, PAR VALUE
$.01 PER SHARE NEW YORK STOCK EXCHANGE
- ----------------------------------- -------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to the registration with the
Securities and Exchange Commission of shares of Enhanced Perpetual Income
Preferred Securities, par value $.01 per share (the "EPIPS"), of Sunstone Hotel
Investors, Inc., a Maryland corporation (the "Registrant"). The description of
the EPIPS shares to be registered hereunder set forth under the caption
"Description of Capital Stock" at page S-20 of the Registrant's Prospectus
Supplement (Reg. No. 333-34377), filed with the Securities and Exchange
Commission on July 30, 1998 pursuant to Rule 424(a) under the Securities Act of
1933, as amended, is incorporated herein by this reference.
ITEM 2. EXHIBITS.
The following documents are included as Exhibits to the Registrant's
Registration Statement and accompanying base prospectus and prospectus
supplement and are incorporated herein by this reference:
<TABLE>
<CAPTION>
Exhibit Description Exhibit Number
------------------- --------------
<S> <C> <C>
Filed as Exhibit 3.1 on the Registrant's
(a) Amended Articles of Incorporation of the Registration Statement No. 33-84346
Registrant without the Articles Supplementary*
(b) Amended and Restated Bylaws of the Registrant Filed as Exhibit 3.2 to Registrant's 1997 Annual
Report on Form 10-K
(c) Specimen certificate representing Registrant's ___
EPIPS shares**
</TABLE>
*The Articles Supplementary for the EPIPS shares will be filed
separately.
**Specimen certificate will be filed separately.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SUNSTONE HOTEL INVESTORS, INC.
(Registrant)
Dated: August 5, 1998 By: /s/ ROBERT A. ALTER
------------------------------------
President
Chief Executive Officer
