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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):
November 17, 1999
COMMISSION FILE NUMBER 0-26304
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.)
903 CALLE AMANECER, SAN CLEMENTE, CA 92673
(Address of Principal Executive Offices) (Zip Code)
(949) 369-4000
(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 November 17, 1999, Sunstone Hotel Investors, Inc. issued a press
release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
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99.1 Press Release dated November 17, 1999 of Sunstone Hotel
Investors, Inc.
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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: November 17, 1999 /s/ ROBERT A. ALTER
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Robert A. Alter, President
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Exhibit 99.1
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Sunstone Stockholders Approve Merger
SAN CLEMENTE, Calif., November 17 -- Sunstone Hotel Investors, Inc. (NYSE:
SSI) today announced that its stockholders approved its previously announced
merger with SHP Acquisition, L.L.C., an affiliate of Westbrook Partners and
certain members of Sunstone's senior management. Approximately 96.8% of the
votes cast voted in favor of the transaction, which represents approximately
70.1% of the shares of Sunstone's common and preferred stock (Sunstone's
preferred stock votes with Sunstone's common stock on an as-converted basis).
Under the terms of the merger agreement, Sunstone common stockholders will
receive $10.35 in cash per share of common stock, subject to adjustments which
the Company currently estimates will increase the merger consideration to
between $10.37 to $10.38 per share. The actual amount of the adjustments will be
determined in connection with the closing of the merger, which Sunstone
anticipates will occur within the next three business days. The adjustments are
described in detail in the Company's Proxy Statement dated October 19, 1999
relating to the merger.
Limited partners in Sunstone Investors, L.P. had the right to elect to
receive per OP unit the same cash consideration payable to the common
stockholders or an equity interest in SHP Acquisition, L.L.C.
Sunstone owns 59 luxury, upscale and midpriced hotels throughout 8 states
in the Mountain and Pacific regions and Rochester, Minnesota, containing 10,525
guest rooms.
