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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported):
JULY 30, 1998
SUNSTONE HOTEL INVESTORS, INC.
(Exact Name of Registrant as Specified in its Charter)
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MARYLAND
(State or Other Jurisdiction of
Incorporation or Organization)
0-26304 52-1891908
(Commission File No.) (I.R.S. Employer
Identification No.)
115 CALLE DE INDUSTRIAS, SUITE 201, SAN CLEMENTE, CA 92672
(Address of Principal Executive Offices) (Zip Code)
(714) 361-3900
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On July 30, 1998, Sunstone Hotel Investors, Inc. announced its proposed
public offering of $50 Million Enhanced Perpetual Income Preferred
Securities(SM). On July 31, 1998, Sunstone Hotel Investors issued a press
release to correct information incorrectly released by PR Newswire.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
99.1 Press Release dated July 30, 1998.
99.2 Press Released dated July 31, 1998 (correction).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SUNSTONE HOTEL INVESTORS, INC.
Date: July 31, 1998 /s/ ROBERT A. ALTER
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Robert A. Alter, President
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1 Press Release dated July 30, 1998
99.2 Press Release dated July 31, 1998
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EXHIBIT 99.1
SUNSTONE COMMENCES OFFERING OF $50 MILLION ENHANCED PERPETUAL INCOME
PREFERRED SECURITIES(SM)
JULY 30, 1998
SAN CLEMENTE, Calif., July 30 /PRNewswire/ -- Sunstone Hotel Investors, Inc.
(NYSE: SSI) today announced that it intends to offer, subject to market and
other conditions, approximately $50 million in Enhanced Perpetual Income
Preferred Securities(SM) ("EPIPS(SM)") in a firm commitment underwritten public
offering. The EPIPS shares are a new class of perpetual preferred stock with an
equity conversion option and a dividend participation feature that increases
based upon increases in the dividend payable on the Company's Common Stock. It
is expected that the conversion price on the EPIPS shares will represent a 25%
premium to the most recent closing price of the Company's Common Stock on the
New York Stock Exchange within 30 days after the initial issuance of the EPIPS
shares.
The Company intends to use the net proceeds from the Offering to repay
indebtedness outstanding under its revolving credit facility.
Sunstone Hotel Investors, Inc. is a leading self-administered equity real estate
investment trust that owns and invests in luxury, upscale and mid-price hotels
located primarily in the Pacific and Mountain regions of the western United
States. The Company's growth strategy is to maximize shareholder value by (i)
acquiring underperforming hotels within the western United States that are in
attractive locations with significant barriers to entry and (ii) improving such
hotels' financial performance by renovating, redeveloping, rebranding and
repositioning the hotels together with the implementation of focused sales and
marketing programs. Sunstone Hotel Investors, Inc. is the only hotel REIT that
currently focuses its acquisition strategy primarily in the western United
States. Through Sunstone Hotel Investors, L.P., the Company owns or has invested
in 61 hotels comprising 11,005 rooms.
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results and the timing of certain events could
differ materially from those set forth in the forward-looking statements.
For information on Sunstone Hotel Investors' Dividend Reinvestment Program,
please call 888-261-6776. For investor information on Sunstone Hotel Investors
via facsimile at no cost, simply call 1-800-PRO-INFO and dial client code SSI/
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EXHIBIT 99.2
FRIDAY JULY 31, 1998
COMPANY PRESS RELEASE
SOURCE: Sunstone Hotel Investors, Inc.
CORRECTION -- SUNSTONE HOTEL INVESTORS, INC.
IN CGTH043, SUNSTONE COMMENCES OFFERING OF $50 MILLION ENHANCED PERPETUAL INCOME
PREFERRED SECURITIES(SM), MOVED THURSDAY, JULY 30, WE ARE ADVISED BY THE COMPANY
THAT THE FIRST GRAPH, LAST SENTENCE SHOULD READ "IT IS EXPECTED THAT THE
CONVERSION PRICE ON THE EPIPS SHARES WILL REPRESENT A 25% PREMIUM TO THE MOST
RECENT CLOSING PRICE OF THE COMPANY'S COMMON STOCK ON THE NEW YORK STOCK
EXCHANGE AT THE TIME THE EPIPS SHARES ARE PRICED," RATHER THAN "WITHIN 30 DAYS
AFTER THE INITIAL ISSUANCE OF THE EPIPS SHARES," AS ORIGINALLY ISSUED. THE
CORRECTED TEXT OF THE RELEASE FOLLOWS:
SUNSTONE COMMENCES OFFERING OF $50 MILLION ENHANCED PERPETUAL INCOME PREFERRED
SECURITIES(SM)
SAN CLEMENTE, Calif., July 30 /PRNewswire/ -- Sunstone Hotel Investors, Inc.
(NYSE: SSI news) today announced that it intends to offer, subject to market and
other conditions, approximately $50 million in Enhanced Perpetual Income
Preferred Securities(SM) ("EPIPS(SM)") in a firm commitment underwritten public
offering. The EPIPS shares are a new class of perpetual preferred stock with an
equity conversion option and a dividend participation feature that increases
based upon increases in the dividend payable on the Company's Common Stock. It
is expected that the conversion price on the EPIPS shares will represent a 25%
premium to the most recent closing price of the Company's Common Stock on the
New York Stock Exchange at the time the EPIPS shares are priced.
The Company intends to use the net proceeds from the Offering to repay
indebtedness outstanding under its revolving credit facility.
Sunstone Hotel Investors, Inc. is a leading self-administered equity real estate
investment trust that owns and invests in luxury, upscale and mid-price hotels
located primarily in the Pacific and Mountain regions of the western United
States. The Company's growth strategy is to maximize shareholder value by (i)
acquiring underperforming hotels within the western United States that are in
attractive locations with significant barriers to entry and (ii) improving such
hotels' financial performance by renovating, redeveloping, rebranding and
repositioning the hotels together with the implementation of focused sales and
marketing programs. Sunstone Hotel Investors, Inc. is the only hotel REIT that
currently focuses its acquisition strategy primarily in the western United
States. Through Sunstone Hotel Investors, L.P., the Company owns or has invested
in 61 hotels comprising 11,005 rooms.
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results and the timing of certain events could
differ materially from those set forth in the forward-looking statements.
SOURCE: Sunstone Hotel Investors, Inc.
