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. 2)(1)
Sunstone Hotel Investors, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(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 21, 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
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filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 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. 2 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. 2 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:
SHP Acquisition's proposal to acquire all of the Issuer 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 Issuer 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 Issuer (attached hereto as Exhibit 9), SHP Acquisition has extended
the proposal until 5:00 p.m., California time, on April 30, 1999.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented as follows:
The Reporting Persons have been advised by the Alter Affiliates
that Mr. Alter and Mr. Biederman are parties to a Unit Purchase
Agreement dated August 16, 1995 with the Issuer, the Lessee and Sunstone
OP (attached hereto as Exhibit 10) pursuant to which Mr. Alter and Mr.
Biederman are obligated to use distributions from the Lessee, in excess
of their tax liability for earnings of the Lessee, to either accumulate
reserves for the Lessee's rental obligations, or purchase from Sunstone
OP additional OP Units at the then current market price of Issuer Common
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Stock. The description of the Unit Purchase Agreement contained in this
Amendment No. 2 is qualified in its entirety by reference to the Unit
Purchase Agreement.
Page 2 of 13 Pages
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is amended and supplemented by adding
the following exhibits thereto:
9. Letter dated April 21, 1999.
10. Unit Purchase Agreement dated August 16, 1995 by and among Mr.
Alter, Mr. Biederman, the Issuer, Sunstone OP and the Lessee
(incorporated by reference to Exhibit 5 of the Alter
Affiliates' Schedule 13D dated April 5, 1999, relating to
Issuer Common Stock).
11. Power of Attorney of Gregory J. Hartman.
12. Power of Attorney of Paul D. Kazilionis.
13. Power of Attorney of William H. Walton.
Page 3 of 13 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 21, 1999
WESTBROOK REAL ESTATE PARTNERS, L.L.C.
By: /s/ Jonathan H. Paul
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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
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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
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Name: Jonathan H. Paul
Title: Managing Principal
Page 4 of 13 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
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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
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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
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Name: Jonathan H. Paul
Title: Managing Principal
Page 5 of 13 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
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Name: Jonathan H. Paul
Title: Managing Principal
WESTBROOK FUND III ACQUISITIONS, L.L.C.
By: /s/ Jonathan H. Paul
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Name: Jonathan H. Paul
Title: Vice President
SHP ACQUISITION, L.L.C.
By: /s/ Jonathan H. Paul
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Name: Jonathan H. Paul
Title: Manager
By: /s/ Robert A. Alter
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Name: Robert A. Alter
Title: Manager
GREGORY J. HARTMAN
/s/ Jonathan H. Paul
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By: Jonathan H. Paul, Attorney-in-Fact
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PAUL D. KAZILIONIS
/s/ Jonathan H. Paul
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By: Jonathan H. Paul, Attorney-in-Fact
Page 6 of 13 Pages
JONATHAN H. PAUL
/s/ Jonathan H. Paul
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WILLIAM H. WALTON III
/s/ Jonathan H. Paul
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By: Jonathan H. Paul, Attorney-in-Fact
Page 7 of 13 Pages
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibits
9. Letter dated April 21, 1999.
10. Unit Purchase Agreement dated August 16, 1995 by and among Mr.
Alter, Mr. Biederman, the Issuer, Sunstone OP and
the Lessee (incorporated by reference to Exhibit 5 of the
Alter Affiliates' Schedule 13D dated April 5, 1999, relating
to Issuer Common Stock).
11. Power of Attorney of Gregory J. Hartman.
12. Power of Attorney of Paul D. Kazilionis.
13. Power of Attorney of William H. Walton.
Page 8 of 13 Pages
Exhibit 9
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 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.
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.
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Board of Directors
Sunstone Hotel Investors, Inc. -2- April 21, 1999
Very truly yours,
SHP Acquisition, L.L.C.
By /s/ Robert A. Alter
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Name: Robert A. Alter
Title: Manager
By /s/ Paul D. Kazilionis
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Name: Paul D. Kazilionis
Title: Manager
-2-
Exhibit 11
POWER OF ATTORNEY
Know all persons by these presents that the undersigned, Gregory J.
Hartman, does hereby make, constitute and appoint each of Jonathan H. Paul
and Patrick Fox as his true and lawful attorneys-in-fact with full powers of
substitution and revocation, for and in the name, place and stead of the
undersigned (both in the undersigned's individual capacity and as a member of
any limited liability company or partner of any limited partnership for which
the undersigned is otherwise authorized to sign), to execute and deliver such
forms as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to any investments of Westbrook Real
Estate Partners, L.L.C., Westbrook Real Estate Partners Management I, L.L.C.,
Westbrook Real Estate Fund I, L.P., Westbrook Real Estate Co-Investment
Partnership I., L.P., Westbrook Real Estate Partners Management III, L.L.C.,
Westbrook Real Estate Fund III, L.P., Westbrook Real Estate Co-Investment
Partnership III, L.P., Westbrook Fund III Acquisitions, L.L.C. and SHP
Acquisition, L.L.C. or their affiliates in the common stock of Sunstone Hotel
Investors, Inc. (including any amendments or supplements to any reports or
schedules previously filed by such persons or entities) pursuant to Sections
13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, including
without limitation Schedules 13D and statements on Form 3, Form 4 and Form 5.
/s/ Gregory J. Hartman
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Name: Gregory J. Hartman
April 21, 1999
Exhibit 12
POWER OF ATTORNEY
Know all persons by these presents that the undersigned, Paul D.
Kazilionis, does hereby make, constitute and appoint each of Jonathan H. Paul
and Patrick Fox as his true and lawful attorneys-in-fact with full powers of
substitution and revocation, for and in the name, place and stead of the
undersigned (both in the undersigned's individual capacity and as a member of
any limited liability company or partner of any limited partnership for which
the undersigned is otherwise authorized to sign), to execute and deliver such
forms as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to any investments of Westbrook Real
Estate Partners, L.L.C., Westbrook Real Estate Partners Management I, L.L.C.,
Westbrook Real Estate Fund I, L.P., Westbrook Real Estate Co-Investment
Partnership I., L.P., Westbrook Real Estate Partners Management III, L.L.C.,
Westbrook Real Estate Fund III, L.P., Westbrook Real Estate Co-Investment
Partnership III, L.P., Westbrook Fund III Acquisitions, L.L.C. and SHP
Acquisition, L.L.C. or their affiliates in the common stock of Sunstone Hotel
Investors, Inc. (including any amendments or supplements to any reports or
schedules previously filed by such persons or entities) pursuant to Sections
13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, including
without limitation Schedules 13D and statements on Form 3, Form 4 and Form 5.
/s/ Paul D. Kazilionis
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Name: Paul D. Kazilionis
April 21, 1999
Exhibit 13
POWER OF ATTORNEY
Know all persons by these presents that the undersigned, William H.
Walton, does hereby make, constitute and appoint each of Jonathan H. Paul and
Patrick Fox as his true and lawful attorneys-in-fact with full powers of
substitution and revocation, for and in the name, place and stead of the
undersigned (both in the undersigned's individual capacity and as a member of
any limited liability company or partner of any limited partnership for which
the undersigned is otherwise authorized to sign), to execute and deliver such
forms as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to any investments of Westbrook Real
Estate Partners, L.L.C., Westbrook Real Estate Partners Management I, L.L.C.,
Westbrook Real Estate Fund I, L.P., Westbrook Real Estate Co-Investment
Partnership I., L.P., Westbrook Real Estate Partners Management III, L.L.C.,
Westbrook Real Estate Fund III, L.P., Westbrook Real Estate Co-Investment
Partnership III, L.P., Westbrook Fund III Acquisitions, L.L.C. and SHP
Acquisition, L.L.C. or their affiliates in the common stock of Sunstone Hotel
Investors, Inc. (including any amendments or supplements to any reports or
schedules previously filed by such persons or entities) pursuant to Sections
13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, including
without limitation Schedules 13D and statements on Form 3, Form 4 and Form 5.
/s/ William H. Walton
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Name: William H. Walton
April 21, 1999
