Registration No. 333-49927
As filed with the Securities and Exchange Commission on April 7, 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STARWOOD HOTELS & RESORTS
(Exact Name of Registrant as Specified in its Charter)
| | | |
| Maryland | | 52-0901263 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (I.R.S. Employer
Identification No.) |
| | | |
| 1111 Westchester Avenue | | |
| White Plains, New York | | 10604 |
| (Address of Principal Executive Offices) | | (Zip Code) |
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | |
| Maryland | | 52-1193298 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (I.R.S. Employer
Identification No.) |
| | | |
| 1111 Westchester Avenue | | |
| White Plains, New York | | 10604 |
| (Address of Principal Executive Offices) | | (Zip Code) |
1995 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
Kenneth S. Siegel, Esq.
Vice President, General Counsel and Secretary
Starwood Hotels & Resorts
1111 Westchester Avenue
White Plains, New York 10604
(914) 640-8100
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
EXPLANATORY STATEMENT
On April 10, 1998, Starwood Hotels & Resorts, a Maryland real estate investment trust (the “Trust”) and Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the “Corporation” and together with the Trust, the “Registrants”) filed a joint Registration Statement on Form S-8 (No. 333-49927) with the Securities and Exchange Commission, which registered 20,361,070 Class B shares of beneficial interest of the Trust, par value $0.01 per share (the “Class B Shares”) which were attached to, and traded together with, the shares of common stock of the Corporation, par value $0.01 per share (the “Common Stock”) together with associated preferred stock purchase rights, to be offered or sold pursuant to the 1995 Long-Term Incentive Plan (the “Plan”). On April 7, 2006, the Class B Shares and the Common Stock were depaired in preparation for the merger of a subsidiary of Host Marriott Corporation, a Maryland corporation (“Host”) with and into the Trust pursuant to the Master Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 14, 2005, among Host, Host Marriott, L.P., a Delaware limited partnership (“Host OP”), Horizon Supernova Merger Sub, L.L.C., a Maryland limited liability company wholly owned by Host OP, Horizon SLT Merger Sub, L.P., a Delaware limited partnership, the Corporation, the Trust, Sheraton Holding Corporation, a Nevada corporation, and SLT Realty Limited Partnership, a Delaware limited partnership, as amended by the Amendment Agreement, dated as of March 24, 2006 among the same parties. This Post-Effective Amendment No. 1 to Registration Statement No. 333-49927 is being filed in order to deregister all shares of Class B Shares that were registered under the Registration Statement on Form S-8 (No. 333-49927) and remain unsold under the Plan. No shares of Class B Shares shall remain available for sale in connection with the Plan pursuant to this Registration Statement, effective as of the date of this Post-Effective Amendment No. 1. All shares of Common Stock of the Corporation which remain unsold under the Plan remain available for sale in connection with the Plan pursuant to this Registration Statement.
SIGNATURES
The Registrant.Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of White Plains, State of New York, on this 7th day of April, 2006.
| | | | | |
| | STARWOOD HOTELS & RESORTS
| |
| | By: | /s/ Steven J. Heyer | |
| | | Steven J. Heyer | |
| | | Trustee, Chief Executive Officer | |
| |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated as of April 7, 2006.
| | | |
| Signature | | Title(s) |
| | | |
| /s/ Steven J. Heyer | | Trustee, Chief Executive Officer |
| | | |
| Steven J. Heyer | | (Principal Executive Officer) |
| | | |
| /s/ Vasant M. Prabhu | | Vice President, Chief Financial Officer |
| | | |
| Vasant M. Prabhu | | (Principal Financial Officer) |
| | | |
| /s/ Alan M. Schnaid | | Vice President, Corporate Controller |
| | | |
| Alan M. Schnaid | | (Principal Accounting Officer) |
| | | |
| /s/ Charlene Barshefsky | | Trustee |
| Charlene Barshefsky | | |
| | | |
| /s/ Jean-Marc Chapus | | Trustee |
| Jean-Marc Chapus | | |
| | | |
| /s/ Bruce W. Duncan | | Trustee |
| Bruce W. Duncan | | |
| | | |
| /s/ Lizanne Galbreath | | Trustee |
| Lizanne Galbreath | | |
| | | |
| /s/ Eric Hippeau | | Trustee |
| Eric Hippeau | | |
| | | |
| /s/ Stephen R. Quazzo | | Trustee |
| Stephen R. Quazzo | | |
| | | |
| /s/ Thomas O. Ryder | | Trustee |
| Thomas O. Ryder | | |
| | | |
| /s/ Daniel H. Yih | | Trustee |
| Daniel H. Yih | | |
| | | |
| /s/ Kneeland C. Youngblood | | Trustee |
| Kneeland C. Youngblood | | |
SIGNATURES
The Registrant.Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of White Plains, State of New York, on this 7th day of April, 2006.
| | | | | |
| | STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
| |
| | By: | /s/ Steven J. Heyer | |
| | | Steven J. Heyer | |
| | | Chief Executive Officer | |
| |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated as of April 7, 2006.
| | | |
| Signature | | Title(s) |
| | | |
| /s/ Steven J. Heyer | | Director, Chief Executive Officer |
| | | |
| Steven J. Heyer | | (Principal Executive Officer) |
| | | |
| /s/ Vasant M. Prabhu | | Executive Vice President, Chief Financial Officer |
| | | |
| Vasant M. Prabhu | | (Principal Financial Officer) |
| | | |
| /s/ Alan M. Schnaid | | Senior Vice President, Corporate Controller |
| | | |
| Alan M. Schnaid | | (Principal Accounting Officer) |
| | | |
| /s/ Charlene Barshefsky | | Director |
| Charlene Barshefsky | | |
| | | |
| /s/ Jean-Marc Chapus | | Director |
| Jean-Marc Chapus | | |
| | | |
| /s/ Bruce W. Duncan | | Director |
| Bruce W. Duncan | | |
| | | |
| /s/ Lizanne Galbreath | | Director |
| Lizanne Galbreath | | |
| | | |
| /s/ Eric Hippeau | | Director |
| Eric Hippeau | | |
| | | |
| /s/ Stephen R. Quazzo | | Director |
| Stephen R. Quazzo | | |
| | | |
| /s/ Thomas O. Ryder | | Director |
| Thomas O. Ryder | | |
| | | |
| /s/ Daniel H. Yih | | Director |
| Daniel H. Yih | | |
| | | |
| /s/ Kneeland C. Youngblood | | Director |
| Kneeland C. Youngblood | | |
