1 ================================================================================ UNITED STATES 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, 1998 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 (I.R.S. Employer of Incorporation or Organization) Identification No.) 115 Calle de Industrias, Suite 201, San Clemente, CA 92672 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (714) 361-3900 - -------------------------------------------------------------------------------- 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 --- --- As of May 14, 1998, there were 37,528,618 shares of Common Stock outstanding. ================================================================================ 2 ITEM 6. EXHIBITS AND REPORTS ON FORM 10-Q (b) Reports on Form 8-K: A Current Report on Form 8-K dated January 29, 1998, was filed in the quarter ended March 31, 1998, with disclosure under Items 5 and 7 regarding the fourth quarter and year end 1997 financial results. A Current Report on Form 8-K dated February 6, 1998, was filed in the quarter ended March 31, 1998 with disclosure under Item 7 incorporating certain exhibits. 3 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 5, 1998. SUNSTONE HOTEL INVESTORS, INC. By: /s/ Robert A. Alter ----------------------------------- Robert A. Alter President, Secretary and Chairman of the Board of Directors By: /s/ Kenneth J. Biehl ----------------------------------- Kenneth J. Biehl Vice President and Chief Financial Officer