SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) July 18, 1999
VISTANA, INC.
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(Exact Name of Registrant as Specified in its Charter)
Florida 0-29114 59-3415620
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
8801 Vistana Centre Drive, Orlando, Florida 32821
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(Address of Principal Executive Offices) (Zip Code)
(407) 239-3000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, If Changed Since Last Report.)
858284.3
ITEM 5. Other Events.
Vistana, Inc. ("Vistana" or the "Registrant"), Starwood Hotels &
Resorts Worldwide, Inc., a Maryland corporation ("Starwood"), and Fire
Acquisition Corp., a Florida corporation and a wholly owned subsidiary of
Starwood ("Fire Acquisition"), have executed a definitive Agreement and Plan of
Merger, dated as of July 18, 1999 (the "Merger Agreement"), a copy of which is
attached hereto as Exhibit 2.1 and the full text of which is incorporated by
reference herein, providing for the acquisition of Vistana by Starwood pursuant
to a merger of Vistana with and into Fire Acquisition (the "Merger").
The Merger is structured to provide holders of shares of common
stock, $.01 par value per share ("Common Stock"), of Vistana with consideration
valued at $19.00 per share, assuming that Starwood's average share price for the
twenty-day trading period prior to the fifth day preceding the closing date of
the Merger (the "Market Price") is between $30.00 and $36.00 per share. In
particular, the Merger Agreement provides that, upon consummation of the Merger,
holders of shares of Common Stock would be entitled to receive, for each share
of Common Stock, consideration consisting of (i) $5.00 in cash and (ii) such
number of units of Starwood stock ("Starwood Units") determined by multiplying
each share of Common Stock by the Exchange Ratio (as hereinafter defined). The
"Exchange Ratio" shall equal (x) $14.00 divided by (y) the Market Price of a
Starwood Unit; provided that in no event shall the Exchange Ratio be (A) less
than an amount equal to $14.00 divided by $36.00 or (B) greater than an amount
equal to $14.00 divided by $30.00.
The Board of Directors of Vistana unanimously approved the Merger
Agreement on July 18, 1999 and the principal shareholders of Vistana, who hold
an aggregate of approximately 53% of the outstanding shares of Common Stock,
have executed written consents to approve the Merger and therefore the required
shareholder approval under Florida law has been obtained and no further meeting
of shareholders will be held. The Merger is subject to customary closing
conditions, including the expiration or other termination of any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended. Either Starwood or Vistana may terminate the Merger Agreement upon
certain events, including if the Market Price of the Starwood Units is less than
$23.00 on the day immediately preceding the closing date. The Merger Agreement
is also terminable by Starwood or Vistana if the Merger has not been effected on
or prior to January 31, 2000.
858284.3
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ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of July 18, 1999, among
Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation
("Starwood"), Fire Acquisition Corp., a Florida corporation and a
wholly-owned subsidiary of Starwood, and the Registrant.
858284.3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VISTANA, INC.
(Registrant)
Date: July 21, 1999
By /s/Raymond L. Gellein, Jr.
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Name: Raymond L. Gellein, Jr.
Title: Chairman and Co-Chief
Executive Officer
858284.3
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EXHIBIT INDEX
Exhibit
2.1 Agreement and Plan of Merger, dated as of July 18, 1999, among
Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation
("Starwood"), Fire Acquisition Corp., a Florida corporation and a
wholly-owned subsidiary of Starwood, and the Registrant.
858284.3
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