SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
SUNSTONE HOTEL INVESTORS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
867933 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert A. Alter
Sunstone Hotel Properties, Inc.
903 Calle Amanecer
San Clemente, California 92673-6212
With a copy to:
Steven L. Lichtenfeld, Esq.
Battle Fowler LLP
Park Avenue Tower
75 East 55th Street
New York, New York 10022
(212) 856-7000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 21, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4
<PAGE>
CUSIP NO. 867933 10 3 Page 2 of 4 pages
- -------------------------- -----------------
This Amendment No. 1 to Schedule 13D amends the Schedule 13D filed on
April 15, 1999 (the "Schedule 13D") which relates to the shares of common stock,
par value $0.01 per share (the "Common Stock") of Sunstone Hotel Investors,
Inc., a Maryland corporation (the "Company"). Capitalized terms used herein but
not defined shall have the meanings attributed to them in the Schedule 13D.
Items 4 and 7 of the Schedule 13D are hereby amended and supplemented
as follows:
Item 4. Purpose of Transaction.
-----------------------
Item 4 of the Schedule 13D is hereby amended and supplemented as
follows:
SHP Acquisition's proposal to acquire all of the Common Stock contained
in the Proposal Letter, dated April 5, 1999, expired by its terms at the close
of business on April 19, 1999. The Special Committee of the Board of Directors
of the Company has requested additional time so that it may continue to review
and evaluate the proposal. By letter dated April 21, 1999 from SHP Acquisition
to the Board of Directors of the Company (attached hereto as Exhibit 6), SHP
Acquisition has extended the proposal until 5:00 p.m., California time, on April
30, 1999.
Item 7. Material to Be Filed as Exhibits.
---------------------------------
Item 7 of the Schedule 13D is amended and supplemented by adding
the following exhibit thereto:
6. Letter dated April 21, 1999 from SHP Acquisition, L.L.C. to
Sunstone Hotel Investors, Inc.
[Signature page immediately follows]
<PAGE>
CUSIP NO. 867933 10 3 Page 3 of 4 pages
- -------------------------- -----------------
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, correct and complete.
Dated: April 21, 1999
*
---------------------------------------------------------
Robert A. Alter
/s/ Charles L. Biederman
---------------------------------------------------------
Charles L. Biederman
*
---------------------------------------------------------
Randy C. Hulce
*
---------------------------------------------------------
Douglas C. Sutten
*By: /s/ Charles L. Biederman
----------------------------------------------------
Charles L. Biederman, Pro Se and Attorney-in-Fact
<PAGE>
CUSIP NO. 867933 10 3 Page 4 of 4 pages
- -------------------------- -----------------
INDEX TO EXHIBITS
-----------------
Exhibit Number Description of Exhibits
- -------------- -----------------------
6. Letter dated April 21, 1999 from SHP Acquisition,
L.L.C. to Sunstone Hotel Investors, Inc.
Exhibit 6
---------
April 21, 1999
Board of Directors
Sunstone Hotel Investors, Inc.
903 Calle Amanecer
San Clemente, CA 92673
Dear Sirs:
Reference is made to our letter to you dated April 5, 1999 containing
a proposal by SHP Acquisition, L.L.C. to acquire all of the common stock of
Sunstone Hotel Investors, Inc. ("Sunstone") for consideration of $9.50 to $10.00
in cash per share on the terms and subject to the conditions set forth therein
(the "Proposal Letter").
The Special Committee of the Board of Directors of Sunstone has
requested additional time so that it may continue to review and evaluate our
proposal. We are willing to extend the proposal until 5:00 p.m., California
time, on April 30, 1999, at which time the proposal will lapse. With this
extension, we are hopeful that you will be able to sign a definitive merger
agreement no later than May 13, 1999, and we expect to have executed commitment
letters for all required financing at that time. Other than the extension, the
terms and conditons of our proposal remain the same as those contained in the
Proposal Letter.
Please contact Paul Kazilionis (561-545-9775), Jon Paul (212-849-8839)
or Mark Mance (415-438-3339) of Westbrook Real Estate Partners L.L.C., or Bob
Alter (949-369-4309) of SHP Acquisition, L.L.C. or Richard Capelouto
(212-455-7040) or Brian Stadler (212-455-3765) of Simpson Thacher & Bartlett, or
Martin Edelman (212-856-7100) or Steven Lichtenfeld (212-856-6996) of Battle
Fowler LLP, to respond to our offer, or if you or your counsel require any
additional information.
We look forward to discussing our offer with you as soon as possible,
entering into a definitive merger agreement and consummating this transaction on
an expedited basis.
Very truly yours,
SHP Acquisition, L.L.C.
By: /s/Robert A. Alter
-------------------------------------
Name: Robert A. Alter
Title: Manager
By: /s/Paul D. Kazilionis
-------------------------------------
Name: Paul D. Kazilionis
Title: Manager
