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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUNSTONE HOTEL INVESTORS, INC.
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(Exact name of registrant as specified in its charter)
MARYLAND 52-1891908
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(State of Incorporation or organization) (IRS Employer Identification No.)
115 CALLE DE INDUSTRIAS, SUITE 201 SAN CLEMENTE, CALIFORNIA 92672
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(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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COMMON STOCK,
PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE, INC.
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered hereunder are the Common Stock, par
value $.01 per share, of Sunstone Hotel Investors, Inc., a Maryland corporation
(the "Registrant"). Subject to any special voting rights of the holders of
Preferred Stock, if any, holders of Common Stock of the Registrant are entitled
to one vote per share on all matters to be voted upon by the Registrant's
stockholders. Subject to preferences that may be applicable to the holders of
the outstanding shares of Preferred Stock, if any, holders of Registrant's
Common Stock are entitled to receive such lawful dividends, if any, as may be
declared from time to time by Registrant's Board of Directors. In the event of
voluntary or involuntary liquidation, distribution or sale of assets,
dissolution or winding up of Registrant and subject to the rights of holders of
outstanding shares of Preferred Stock, if any, the holders of shares of Common
Stock of Registrant shall be entitled to receive pro rata all of the remaining
assets of Registrant, available for distribution to its stockholders. No
redemption or sinking fund provisions are applicable to Registrant's Common
Stock. In connection with the Company's initial public offering, the Company
incorporated by reference into the original 8-A filed with the Commission on
June 26, 1995, the description of the Common Stock contained under the caption
"Description of Capital Stock-Common Stock" on pages 104 and 105 of the
Registrant's Registration Statement on Form S-11 filed with the Securities and
Exchange Commission on September 26, 1994 (Registration No. 33-84346), as
amended by Amendment No. 1 to Form S-11 Registration Statement filed with the
Commission on November 14, 1994, as further amended by Amendment No. 2 to Form
S-11 Registration Statement filed with the Commission on June 21, 1995, as
further amended by Amendment No. 3 to Form S-11 Registration Statement filed
with the Commission on July 24, 1995, and as further amended by Amendment No. 4
to Form S-11 Registration Statement filed with the Commission on August 4, 1995
(the "Initial Registration Statement"). Additional information related to
Registrant's Common Stock was also incorporated herein by reference to pages 104
through 111 of the Initial Registration Statement under the captions
"Description of Capital Stock" and "Certain Provisions of Maryland Law and of
the Company's Articles of Incorporation and Bylaws." The pages of the Initial
Registration Statement referenced above are attached hereto as Exhibit 2.5 and
incorporated herein by reference. Pages 87 through 94 of Registrant's
Registration Statement on Form S-11 filed with the Securities and Exchange
Commission on July 5, 1996 (Registration No. 333-07685), and as amended by
Amendment No. 1 to Form S-11 Registration Statement filed with the Commission on
July 17, 1996 (the "Second Registration Statement") containing substantially
identical provisions related to Registrant's Common Stock are attached hereto as
Exhibit 2.5.1 and incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit Description Page No.
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1 Specimen of Certificate representing
Registrant's Common Stock.*
2.1 Registrant's Registration Statement on Form
S-11, together with exhibits thereto, filed
under the Securities Act of 1933, as amended,
as filed with the Commission on September 26,
1994 (File No. 33-84346) (the "Initial
Registration Statement").
2.1.1 Registrant's Registration Statement on Form
S-11, together with exhibits thereto, filed
under the Securities Act of 1933, as amended,
as filed with the Commission on July 5, 1996
(File No. 333-07685) (the "Second
Registration Statement").
2.2 Amended Articles of Incorporation of
Registrant (incorporated herein by reference
to Exhibit 3.1 to the Initial Registration
Statement).
2.2.1 Articles of Amendment of Registrant
(incorporated herein by reference to Exhibit
3.3 to the Registrant's Initial Registration
Statement).
2.3 Bylaws of the Registrant, as currently in
effect (incorporated herein by reference to
Exhibit 3.2 to the Initial Registration
Statement).
2.4 First Amended and Restated Agreement of
Limited Partnership of Sunstone Hotel
Investors, L.P. (incorporated herein by
reference to Exhibit 10.1 to the Initial
Registration Statement).
2.4.1 First Amendment to First Amended and Restated
Agreement of Limited Partnership of Sunstone
Hotel Investors, L.P. (incorporated herein by
reference to Exhibit 10.36 to the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995).
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Exhibit Description Page No.
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2.4.2 Second Amendment to First Amended and
Restated Agreement of Limited Partnership of
Sunstone Hotel Investors, L.P. (incorporated
herein by reference to Exhibit 10.1.2 to the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995).
2.4.3 Third Amendment to First Amended and Restated
Agreement of Limited Partnership of Sunstone
Hotel Investors, L.P. (incorporated herein by
reference to Exhibit 10.1.3 to the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995).
2.4.4 Fourth Amendment to First Amended and
Restated Agreement of Limited Partnership of
Sunstone Hotel Investors, L.P. (incorporated
herein by reference to Exhibit 10.1.4 to the
Registrant's Second Registration Statement).
2.5 Pages 104 through 111 of the Initial
Registration Statement.*
2.5.1 Pages 87 through 94 of Registrant's Second
Registration Statement.**
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* Previously filed with Form 8-A filed June 26, 1995.
** Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
SUNSTONE HOTEL INVESTORS, INC.
(Registrant)
Dated: July 17, 1996 By: /s/ Roger M. Cohen
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Roger M. Cohen,
Assistant Secretary
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