SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)(1)
Sunstone Hotel Investors, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
867933 10 3
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(CUSIP Number)
Jonathan H. Paul
Westbrook Real Estate Partners, L.L.C.
599 Lexington Avenue
New York, NY 10022
(212) 849-8800
with a copy to:
Patrick K. Fox, Esq.
Westbrook Real Estate Partners, L.L.C.
13155 Noel Road - LB54
Suite 2300
Dallas, TX 75240
(972) 934-0100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 30, 1999
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box / /.
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Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(1) 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 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).
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AMENDMENT NO. 3 TO
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
This Amendment No. 3 amends the Schedule 13D filed on October 24,
1997, as amended (the "Schedule 13D"), which relates to shares of common
stock, par value $0.01 per share, of Sunstone Hotel Investors, Inc., a
Maryland corporation. Capitalized terms used herein but not defined shall
have the meanings attributed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby supplemented as follows:
The Special Committee of the Board of Directors of the Issuer has
requested additional time so that it may continue to review and evaluate
SHP Acquisition's proposal to acquire all of the Issuer Common Stock
contained in the Proposal Letter dated April 5, 1999. By letter
dated April 30, 1999 from SHP Acquisition to the Board of Directors of
the Issuer (attached hereto as Exhibit 14), SHP Acquisition has extended
the proposal until 5:00 p.m., California time, on May 5, 1999.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is supplemented by adding the following
exhibit thereto:
14. Letter dated April 30, 1999.
Page 2 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 30, 1999
WESTBROOK REAL ESTATE PARTNERS, L.L.C.
By: /s/ Jonathan H. Paul
-------------------------------
Name: Jonathan H. Paul
Title: Managing Principal
WESTBROOK REAL ESTATE PARTNERS
MANAGEMENT I, L.L.C.
By: Westbrook Real Estate Partners, L.L.C.,
its sole member
By: /s/ Jonathan H. Paul
-------------------------------
Name: Jonathan H. Paul
Title: Managing Principal
WESTBROOK REAL ESTATE FUND I, L.P.
By: Westbrook Real Estate Partners
Management I, L.L.C., its
General Partner
By: Westbrook Real Estate Partners, L.L.C.,
its sole member
By: /s/ Jonathan H. Paul
---------------------------------
Name: Jonathan H. Paul
Title: Managing Principal
Page 3 of 9 Pages
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WESTBROOK REAL ESTATE
CO-INVESTMENT PARTNERSHIP I, L.P.
By: Westbrook Real Estate Partners
Management I, L.L.C.,
its General Partner
By: Westbrook Real Estate Partners, L.L.C.,
its sole member
By: /s/ Jonathan H. Paul
--------------------------------
Name: Jonathan H. Paul
Title: Managing Principal
WESTBROOK REAL ESTATE PARTNERS
MANAGEMENT III, L.L.C.
By: Westbrook Real Estate Partners, L.L.C.,
its sole member
By: /s/ Jonathan H. Paul
--------------------------------
Name: Jonathan H. Paul
Title: Managing Principal
WESTBROOK REAL ESTATE FUND III, L.P.
By: Westbrook Real Estate Partners
Management III, L.L.C.,
its General Partner
By: Westbrook Real Estate Partners, L.L.C.,
its sole member
By: /s/ Jonathan H. Paul
---------------------------------
Name: Jonathan H. Paul
Title: Managing Principal
Page 4 of 9 Pages
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WESTBROOK REAL ESTATE
CO-INVESTMENT PARTNERSHIP III, L.P.
By: Westbrook Real Estate Partners
Management III, L.L.C.,
its General Partner
By: Westbrook Real Estate Partners, L.L.C.,
its sole member
By: /s/ Jonathan H. Paul
------------------------------
Name: Jonathan H. Paul
Title: Managing Principal
WESTBROOK FUND III ACQUISITIONS, L.L.C.
By: /s/ Jonathan H. Paul
------------------------------
Name: Jonathan H. Paul
Title: Vice President
SHP ACQUISITION, L.L.C.
By: /s/ Jonathan H. Paul
--------------------------------
Name: Jonathan H. Paul
Title: Manager
By: /s/ Jonathan H. Puul
--------------------------------
Name: Robert A. Alter
Title: Manager
GREGORY J. HARTMAN
/s/ Jonathan H. Paul
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By: Jonathan H. Paul, Attorney-in-Fact
PAUL D. KAZILIONIS
/s/ Jonathan H. Paul
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By: Jonathan H. Paul, Attorney-in-Fact
Page 5 of 9 Pages<PAGE>
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JONATHAN H. PAUL
/s/ Jonathan H. Paul
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WILLIAM H. WALTON III
/s/ Jonathan H. Paul
--------------------------------------
By: Jonathan H. Paul, Attorney-in-Fact
Page 6 of 9 Pages
INDEX TO EXHIBITS
Exhibit Number Description of Exhibits
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14. Letter dated April 30, 1999.
Page 7 of 9 Pages
Exhibit 99.14
April 30, 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 May 5, 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 conditions 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.
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Board of Directors
Sunstone Hotel Investors, Inc. -2- April 30, 1999
We look forward to entering into a definitive merger agreement
with you as soon as possible 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
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Name: Paul D. Kazilionis
Title: Manager
-2-
