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. 6) (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)
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
------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 7, 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 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.
<PAGE>
(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).
Page 2 of 8 Pages
<PAGE>
AMENDMENT NO. 6 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. 6 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.
As previously described in the Schedule 13D, SHP Acquisition
and its subsidiary, SHP Investors Sub, Inc. ("Buyer"), entered into an
Agreement and Plan of Merger with the Issuer dated as of July 12, 1999
(the "Merger Agreement"), pursuant to which Buyer would be merged with
and into the Issuer. As described in Amendment No. 1 to the Schedule
13E-3 (as amended, the "Schedule 13E-3") filed by the Issuer, SHP
Acquisition, Buyer, WREF III, WRECIP III, Paul D. Kazilionis and certain
other filers, the parties to the Merger Agreement amended and restated
the Merger Agreement as of October 7, 1999. A copy of the Amended and
Restated Agreement and Plan of Merger by and among SHP Acquisition, Buyer
and the Issuer dated as of October 7, 1999 is Exhibit 2.1 to the Schedule
13E-3 and is hereby incorporated by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is amended and supplemented by
deleting Exhibit 11 to the Schedule 13D and replacing it with the
following Exhibit:
11. Amended and Restated Agreement and Plan of Merger, dated
as of October 7, 1999, by and among SHP Acquisition,
Buyer and the Issuer, incorporated by reference to
Exhibit 2.1 to the Schedule 13E-3.
Page 3 of 8 Pages
<PAGE>
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: October 8, 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 4 of 8 Pages
<PAGE>
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 5 of 8 Pages
<PAGE>
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
GREGORY J. HARTMAN
/s/ Jonathan H. Paul
-------------------------------------
By: Jonathan H. Paul, Attorney-in-Fact
Page 6 of 8 Pages
<PAGE>
PAUL D. KAZILIONIS
/s/ Jonathan H. Paul
-------------------------------------
By: Jonathan H. Paul, Attorney-in-Fact
JONATHAN H. PAUL
/s/ Jonathan H. Paul
-------------------------------------
WILLIAM H. WALTON III
/s/ Jonathan H. Paul
-------------------------------------
By: Jonathan H. Paul, Attorney-in-Fact
Page 7 of 8 Pages
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description of Exhibits
11. Amended and Restated Agreement and Plan of Merger, dated
as of October 7, 1999, by and among SHP Acquisition,
Buyer and the Issuer, incorporated by reference to
Exhibit 2.1 to the Schedule 13E-3.
Page 8 of 8 Pages
