SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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)
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
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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)
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 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 §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. 3 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:
The Special Committee of the Board of Directors of the Company has
requested additional time so that it may continue to review and evaluate SHP
Acquisition's proposal to acquire all of the 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 Company (attached as Exhibit 7 to
Amendment No. 2 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 Company (attached hereto
as Exhibit 8), 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 amended and supplemented by adding the
following exhibit thereto:
8. Letter dated May 5, 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: May 5, 1999
/s/ Robert A. Alter
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Robert A. Alter
*
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Charles L. Biederman
*
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Randy C. Hulce
*
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Douglas C. Sutten
*By: /s/ Robert A. Alter
------------------------
Robert A. Alter, Pro Se and
Attorney-in-Fact
<PAGE>
CUSIP NO. 867933 10 3 Page 4 of 4 pages
<PAGE>INDEX TO EXHIBITS
Exhibit Number Description of Exhibits
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8. Letter dated May 5, 1999 from SHP
Acquisition, L.L.C. to Sunstone Hotel
Investors, Inc.
Exhibit 8
May 5, 1999
Board of Directors
Sunstone Hotel Investors, Inc.
903 Calle Amanecer
San Clemente, CA 92673
Dear Sirs:
Reference is made to our letters 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. 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.
<PAGE>
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. Miller
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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
