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. 4)<F1>
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)
May 5, 1999
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(Date of Event which Requires Filing of This Statement)
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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 / /.
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.
<F1> 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. 4 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. 4 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 as Exhibit 14 to Amendment No. 3 to the Schedule 13D),
SHP Acquisition extended the proposal until 5:00 p.m., California time,
on May 5, 1999. By letter dated May 5, 1999 from SHP Acquisition to the
Board of Directors of the Issuer (attached hereto as Exhibit 15), SHP
Acquisition has stated that it is willing to continue to discuss the
proposal with the Special Committee and its representatives, and that the
proposal will remain open until such time as SHP Acquisition informs the
Special Committee otherwise. SHP Acquisition has reserved the right,
however, to withdraw the proposal at any time.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is supplemented by adding the following
exhibit thereto:
15. Letter dated May 5, 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: May 5, 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 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
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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 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
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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
PAUL D. KAZILIONIS
/s/ Jonathan H. Paul
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By: Jonathan H. Paul,
Attorney-in-Fact
Page 5 of 9 Pages
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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 6 of 9 Pages
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibits
15. Letter dated May 5, 1999.
Page 7 of 9 Pages
Exhibit 15
May 5, 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"). In response to the request from
the Special Committee of the Board of Directors of Sunstone for additional
time to review and evaluate our proposal, by letter dated April 30, 1999, we
extended the expiration of the Proposal Letter until 5:00 p.m., California
time, on May 5, 1999.
As discussed with representatives of the Special Committee, we are
willing to continue to discuss the proposal with the Special Committee and its
representatives, and the proposal will remain open until such time as we
inform the Special Committee otherwise. We reserve the right, however, to
withdraw our proposal at any time. Other than this 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- May 5, 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
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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
