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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-26304
SUNSTONE HOTEL INVESTORS, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-1891908
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
115 CALLE DE INDUSTRIAS SUITE 201 92672
SAN CLEMENTE, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
(714) 361-3900
(Registrant's telephone number, including area code)
300 S. EL CAMINO REAL #203, SAN CLEMENTE, CA 92672
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
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The number of shares of Common Stock, par value $.01 per share of
Sunstone Hotel Investors, Inc. outstanding on May 14, 1996, was 6,322,000.
The undersigned Registrant hereby amends the Form 10-Q for the quarter
ended March 31, 1996 to include the exhibits attached hereto.
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PART IV
ITEM 3. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
EXHIBIT
NO. DESCRIPTION
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3.1 Amended Articles of Incorporation of the Company, as further amended by
the Articles of Amendment of the Company, as filed with the State
Department of Assessments and Taxation of Maryland on November 9, 1994,
filed as Exhibit 3.1 to the Company's Registration Statement No. 33-
84346 and incorporated herein by this reference.
3.2 Bylaws of the Company, as currently in effect, filed as Exhibit 3.2 to
the Company's Registration Statement No. 33-84346 and incorporated
herein by this reference.
3.3 Articles of Amendment of the Company, as filed with the State
Department of Assessments and Taxation of Maryland on June 19, 1995,
filed as Exhibit 3.3 to the Company's Registration Statement No.
33-84346 and incorporated herein by this reference.
10.1 Form of First Amended and Restated Agreement of Limited Partnership of
the Partnership, filed as Exhibit 10.1 to the Company's Registration
Statement No. 33-84346 and incorporated herein by this reference.
10.1.1 First Amendment to First Amended and Restated Agreement of Limited
Partnership dated as of December 12, 1995, filed as Exhibit 10.36 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1995 (the "1995 10-K") and incorporated herein by this reference.
10.1.2 Second Amendment to First Amended and Restated Agreement of Limited
Partnership dated as of December 28, 1995, filed as Exhibit 10.1.2 to
the Company's 1995 10-K and incorporated herein by this reference.
10.1.3* Third Amendment to First Amended and Restated Agreement of Limited
Partnership dated as of March 17, 1996.
10.2 Form of Percentage Lease, filed as Exhibit 10.2 to the Company's
Registration Statement No. 33-84346 and incorporated herein by this
reference.
10.2.1 Lease Agreement dated as of August 16, 1995 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
as lessee, for the Hampton Inn Hotel located in Denver S.E., Colorado,
filed as Exhibit 10.2.1 to the Company's 1995 10-K and incorporated
herein by this reference.
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EXHIBIT
NO. DESCRIPTION
- --------------------------------------------------------------------------------
10.2.2 Lease Agreement dated as of August 16, 1995 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
as lessee, for the Hampton Inn Hotel located in Pueblo, Colorado, filed
as Exhibit 10.2.2 to the Company's 1995 10-K and incorporated herein by
this reference.
10.2.3 Lease Agreement dated as of August 16, 1995 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
as lessee,for the Courtyard By Marriott Hotel located in Fresno,
California, filed as Exhibit 10.2.3 to the Company's 1995 10-K and
incorporated herein by this reference.
10.2.4 Lease Agreement dated as of August 16, 1995 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
as lessee,for the Hampton Inn Hotel located in Mesa, Arizona, filed
As Exhibit 10.2.4 to the Company's 1995 10-K and incorporated herein
by this reference.
10.2.5 Lease Agreement dated as of August 16, 1995 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
as lessee, for the Holiday Inn Hotel located in Steamboat Springs,
Colorado, filed as Exhibit 10.2.5 to the Company's 1995 10-K and
incorporated herein by this reference.
10.2.6 Lease Agreement dated as of August 16, 1995 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
as lessee, for the Holiday Inn Hotel located in Craig, Colorado, filed
as Exhibit 10.2.6 to the Company's 1995 10-K and incorporated herein by
this reference.
10.2.7 Lease Agreement dated as of August 16, 1995 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
as lessee, for the Holiday Inn Hotel located in Provo, Utah, filed as
Exhibit 10.2.7 to the Company's 1995 10-K and incorporated herein by
this reference.
10.2.8 Lease Agreement dated as of August 16, 1995 by and between Sunstone
Hotel Investors, L.P. as lessor, and Sunstone Hotel Properties, Inc.,
as lessee, for the Hampton Inn Hotel located in Silverthorne, Colorado,
filed as Exhibit 10.2.7 to the Company's 1995 10-K and incorporated
herein by this reference.
10.2.9 Lease Agreement dated as of August 16, 1995 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
as lessee, for the Doubletree Hotel located in Santa Fe, New Mexico,
filed as Exhibit 10.2.9 to the Company's 1995 10-K and incorporated
herein by this reference.
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EXHIBIT
NO. DESCRIPTION
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10.2.10 Lease Agreement dated as of August 16, 1995 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
as lessee, for the Hampton Inn Hotel located in Arcadia, California,
filed as Exhibit 10.2.10 to the Company's 1995 10-K and incorporated
herein by this reference.
10.2.11 Lease Agreement dated as of December 13, 1995 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
as lessee, for the Hampton Inn Hotel located in Oakland, California,
filed as Exhibit 10.2.11 to the Company's 1995 10-K and incorporated
herein by this reference.
10.2.12** Lease Agreement dated February 2, 1996 by and between Sunstone Hotel
Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc., as
lessee, for the Cypress Inn hotel located in Clackamas, Oregon.
10.2.13** Lease Agreement dated February 2, 1996 by and between Sunstone Hotel
Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc., as
lessee, for the Cypress Inn hotel located in Kent, Washington.
10.2.14** Lease Agreement dated February 2, 1996 by and between Sunstone Hotel
Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc., as
lessee, for the Cypress Inn hotel located in Poulsbo, Washington.
10.2.15** Lease Agreement dated February 2, 1996 by and between Sunstone Hotel
Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc., as
lessee, for the Cypress Inn hotel located in Portland, Oregon.
10.3 Form of Right of First Refusal and Option to Purchase, filed as
Exhibit 10.3 to the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
10.4 Form of Alter Employment Agreement, filed as Exhibit 10.4 to the
Company's Registration Statement No. 33-84346 and incorporated herein
by this reference.
10.5 Form of Biederman Employment Agreement, filed as Exhibit 10.5 to the
Company's Registration Statement No. 33-84346 and incorporated herein
by this reference.
10.6 Form of Indemnification Agreement to be entered into with officers and
directors of the Company, filed as Exhibit 10.6 to the Company's
Registration Statement No. 33-84346 and incorporated herein by this
reference.
10.7 1994 Stock Incentive Plan, filed as Exhibit 10.7 to the Company's
Registration Statement No. 33-84346 and incorporated herein by this
reference.
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EXHIBIT
NO. DESCRIPTION
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10.8 Form of Notice of Grant of Stock Option and Form of Stock Option
Agreement (and Addendum thereto) to be generally used in connection
with the Discretionary Option Grant Program of the 1994 Stock
Incentive Plan, filed as Exhibit 10.8 to the Company's Registration
Statement No. 33-84346 and incorporated herein by this reference.
10.9 Form of Stock Purchase Agreement to be generally used in connection
with the Discretionary Option Grant Program of the 1994 Stock
Incentive Plan, filed as Exhibit 10.9 to the Company's Registration
Statement No. 33-84346 and incorporated herein by this reference.
10.10 1994 Directors Plan, filed as Exhibit 10.10 to the Company's
Registration Statement No. 33-84346 and incorporated herein by this
reference.
10.11 Form of Notice of Grant of Automatic Stock Option, Automatic Stock
Option Agreement, Stock Purchase Agreement and Automatic Direct Stock
Issuance Agreement to be generally used in connection with the 1994
Directors Plan, filed as Exhibit 10.11 to the Company's Registration
Statement No. 33-84346 and incorporated herein by this reference.
10.12 Agreement of Purchase and Sale between the Partnership and FBA Hotel
Venture dated as of September 23, 1994, filed as Exhibit 10.12 to the
Company's Registration Statement No. 33-84346 and incorporated herein
by this reference.
10.13 Agreement of Purchase and Sale between the Partnership and M R C Hotel
Partners, Ltd. dated as of September 23, 1994, filed as Exhibit 10.13
to the Company's Registration Statement No. 33-84346 and incorporated
herein by this reference.
10.14 Agreement of Purchase and Sale between the Partnership and Arapahoe
South Hotel Partnership dated as of September 23, 1994, filed as
Exhibit 10.14 to the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
10.15 Agreement of Purchase and Sale between the Partnership and C and R
Hotel Venture dated as of September 23, 1994, filed as Exhibit 10.15
to the Company's Registration Statement No. 33-84346 and incorporated
herein by this reference.
10.16 Agreement of Purchase and Sale between the Partnership and Craig Hotel
Partners Limited Liability Co. dated as of September 23, 1994, filed
as Exhibit 10.16 to the Company's Registration Statement No. 33-84346
and incorporated herein by this reference.
10.17 Agreement of Purchase and Sale between the Partnership and Provo Hotel
Partners Limited Liability Co. dated as of September 23, 1994, filed
as Exhibit 10.17 to the Company's Registration Statement No. 33-84346
and incorporated herein by this reference.
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EXHIBIT
NO. DESCRIPTION
- --------------------------------------------------------------------------------
10.18 Agreement of Purchase and Sale between the Partnership and Steamboat
Hotel Partners, Ltd. dated as of September 23, 1994, filed as Exhibit
10.18 to the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
10.19 Hotel Sale Agreement between the Management Company and Western
Hospitality Group, LLC dated as of June 14, 1995, filed as Exhibit
10.19 to the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
10.20 Real Property Purchase and Sale Agreement and Joint Escrow
Instructions between the Management Company and Hampton Inns, Inc.,
dated as of June 19, 1995, filed as Exhibit 10.20 to the Company's
Registration Statement No. 33-84346 and incorporated herein by this
reference.
10.21 Hotel Sale Agreement between the Management Company and Sunworld
Properties dated as of June 19, 1995, filed as Exhibit 10.21 to the
Company's Registration Statement No. 33-84346 and incorporated herein
by this reference.
10.22 First Amendment to Agreement of Purchase and Sale between the
Partnership and FBA Hotel Venture dated as of June 19, 1995, filed as
Exhibit 10.22 to the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
10.23 First Amendment to Agreement of Purchase and Sale between the
Partnership and M R C Hotel Partners, Ltd. dated as of June 19, 1995,
filed as Exhibit 10.23 to the Company's Registration Statement No. 33-
84346 and incorporated herein by this reference.
10.24 First Amendment to Agreement of Purchase and Sale between the
Partnership and Arapahoe South Hotel Partnership dated as of June 19,
1995, filed as Exhibit 10.24 to the Company's Registration Statement
No. 33-84346 and incorporated herein by this reference.
10.25 First Amendment to Agreement of Purchase and Sale between the
Partnership and C and R Hotel Venture dated as of June 19, 1995, filed
as Exhibit 10.25 to the Company's Registration Statement No. 33-84346
and incorporated herein by this reference.
10.26 First Amendment to Agreement of Purchase and Sale between the
Partnership and Craig Hotel Partners Limited Liability Co. dated as of
June 19, 1995, filed as Exhibit 10.26 to the Company's Registration
Statement No. 33-84346 and incorporated herein by this reference.
10.27 First Amendment to Agreement of Purchase and Sale between the
Partnership and Provo Hotel Partners Limited Liability Co. dated as of
June 19, 1995, filed as Exhibit 10.27 to the Company's Registration
Statement No. 33-84346 and incorporated herein by this reference.
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EXHIBIT
NO. DESCRIPTION
- --------------------------------------------------------------------------------
10.28 First Amendment to Agreement of Purchase and Sale between the
Partnership and Steamboat Hotel Partners, Ltd. dated as of June 19,
1995, filed as Exhibit 10.28 to the Company's Registration Statement
No. 33-84346 and incorporated herein by this reference.
10.29 Form of Agreement Respecting Lessee Unit Purchase between the Company,
the Partnership, the Lessee, Robert A. Alter and Charles Biederman,
filed as Exhibit 10.29 to the Company's Registration Statement No.
33-84346 and incorporated herein by this reference.
10.30 Form of Third Party Pledge Agreement among the Partnership, Robert A.
Alter and Charles Biederman, filed as Exhibit 10.30 to the Company's
Registration Statement No. 33-84346 and incorporated herein by this
reference.
10.30.1 Amendment Number One to Third Party Pledge Agreement effective as of
December 13, 1995, filed as Exhibit 10.34 to the Company's 1995 10-K
and incorporated herein by this reference.
10.31 First Amendment to Hotel Sale Agreement between the Management Company
and Sunworld Properties, filed as Exhibit 10.31 to the Company's
Registration Statement No. 33-84346 and incorporated herein by this
reference.
10.32 First Amendment to Hotel Sale Agreement between the Management Company
and Western Hospitality Group, LLC, filed as Exhibit 10.32 to the
Company's Registration Statement No. 33-84346 and incorporated herein
by this reference.
10.33 Commitment Letter for Revolving Line of Credit issued by Bank One,
Arizona, NA in favor of the Company dated as of July 20, 1995, filed
as Exhibit 10.33 to the Company's Registration Statement No. 33-84346
and incorporated herein by this reference.
10.34 Hampton Inn Oakland Contribution Agreement dated as of December 13,
1995, filed as Exhibit 10.35 to the Company's 1995 10-K and
incorporated herein by this reference.
10.35 Loan Agreement by and between the Company and Bank One, Arizona, N.A.
dated as of October 25, 1995, filed as Exhibit 10.38 to the Company's
1995 10-K and incorporated herein by this reference.
10.36* Purchase and Sale Agreement and Joint Escrow Instructions dated
December 20, 1995 between the Partnership and HL Project I Limited
Liability Company, a Delaware limited liability company.
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* Filed herewith; All other exhibits previously filed.
** Substantially identical to Exhibit 10.2; full text omitted pursuant to
Instruction 2 to Item 601 of Regulation S-K. The material differences
between this Exhibit and Exhibit 10.2 are set forth in the schedule
filed under this Exhibit.
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(b) Reports on Form 8-K:
A Current Report on Form 8-K (the "8-K") dated February 2,
1996, was filed in the quarter ended March 31, 1996, with disclosure under Item
2.
A Current Report on Form 8-KA (the "8-KA") dated February 2,
1996 was filed in the quarter ended March 31, 1996, with disclosures under Item
7. The 8-KA contained the financial statements omitted from the 8-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of San
Clemente, State of California, on June 24, 1996.
SUNSTONE HOTEL INVESTORS, INC.
By: /s/ Robert A. Alter
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Robert A. Alter
President, Chief Financial Officer,
Secretary and Chairman of the Board
of Directors
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