SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Strategic Hotel Capital, Inc.
---------------------
(Name of Issuer)
Common Stock, par value $.01 per share
---------------------------
(Title of Class of Securities)
86272T106
---------------------
(CUSIP Number)
Ted Chang
The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
Telephone: (212) 902-1000
--------------------
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
June 30, 2005
--------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
---------------------
CUSIP NO. 86272T106 13D
---------------------
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1. NAMES OF REPORTING PERSONS: WHSHC, L.L.C.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY 3,710,112 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
3,710,112 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,710,112
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: OO
---------------------
CUSIP NO. 86272T106 13D
---------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: Whitehall Street Real Estate Limited
Partnership VII
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY 3,710,112 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
3,710,112 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,710,112
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: PN
---------------------
CUSIP NO. 86272T106 13D
---------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: WH Advisors, L.L.C. VII
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY EACH 3,710,112 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
3,710,112 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,710,112
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: OO
---------------------
CUSIP NO. 86272T106 13D
---------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: W9/WHSHC, L.L.C. I
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY EACH 3,468,035 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
3,468,035 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,468,035
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: OO
---------------------
CUSIP NO. 86272T106 13D
---------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: Whitehall Street Real Estate Limited
Partnership IX
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY EACH 3,468,035 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
3,468,035 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,468,035
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: PN
---------------------
CUSIP NO. 86272T106 13D
---------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: WH Advisors, L.L.C. IX
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY EACH 3,468,035 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
3,468,035 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,468,035
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: OO
---------------------
CUSIP NO. 86272T106 13D
---------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: Goldman, Sachs & Co.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [X]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: New York
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY EACH 7,178,147 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
7,178,147 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 7,178,147
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: PN/BD/IA
---------------------
CUSIP NO. 86272T106 13D
---------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: The Goldman Sachs Group, Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 0 Shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY EACH 7,178,147 Shares
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER:
WITH 0 Shares
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
7,178,147 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 7,178,147
PERSON
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC/CO
This Amendment No. 4, filed by WHSHC, L.L.C. ("WHSHC LLC"), W9/WHSHC,
L.L.C. I ("W9 LLC"), Whitehall Street Real Estate Limited Partnership VII
("Whitehall Real Estate VII"), Whitehall Street Real Estate Limited Partnership
IX ("Whitehall Real Estate IX"), WH Advisors, L.L.C. VII ("WH Advisors VII"), WH
Advisors, L.L.C. IX ("WH Advisors IX"), Goldman, Sachs & Co. ("Goldman Sachs")
and The Goldman Sachs Group, Inc. ("GS Group", together with WHSHC LLC, W9 LLC,
Whitehall Real Estate VII, Whitehall Real Estate IX, WH Advisors VII, WH
Advisors IX and Goldman Sachs, the "Reporting Persons")[1] amends and
supplements the Schedule 13D filed by the Reporting Persons on July 9, 2004 and
amended by Amendment No. 1 thereto on October 1, 2004, Amendment No. 2 thereto
on March 23, 2005 and Amendment No. 3 thereto on April 11, 2005. Schedules II,
III and IV to the Schedule 13D are hereby amended and replaced in their entirety
by Schedules II, III and IV attached hereto and incorporated herein by
reference. Capitalized terms used but otherwise not defined herein shall have
the meanings ascribed to such terms in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended in its entirety as follows:
WHSHC LLC and W9 LLC acquired from the Company an aggregate of
4,879,178 shares of Common Stock on June 29, 2004 and an aggregate of 643,676
shares of Common Stock on September 29, 2004 in connection with the initial
public offering of the Company (the "IPO"). Specifically, WHSHC LLC acquired
2,521,862 shares of Common Stock on June 29, 2004 and 332,692 shares of Common
Stock on September 29, 2004 and W9 LLC acquired 2,357,316 shares of Common Stock
on June 29, 2004 and 310,984 shares of Common Stock on September 29, 2004 in
exchange for an equal number of membership units ("SHC Funding Units") in the
operating partnership of the Company, Strategic Hotel Funding, L.L.C. ("SHC
Funding"). These exchanges were made pursuant to the terms of the Structuring
and Contribution Agreement, dated as of February 13, 2004 (the "Structuring and
Contribution Agreement"), by and among SHC Funding, SHC LLC, Whitehall Real
Estate VII, Whitehall Real Estate IX and other parties thereto. The Structuring
and Contribution Agreement is incorporated herein by reference. Each of WHSHC
LLC and W9 LLC received the SHC Funding Units for no consideration through a
distribution of its pro rata share of the SHC Funding Units held by SHC LLC as a
result of transactions (the "Formation and Structuring Transactions") described
under the caption "Formation and Structuring Transactions" in the Company's
final prospectus dated June 23, 2004 (File No. 333-112846, the "Final
Prospectus").
WHSHC LLC and W9 LLC acquired benefical ownership of an additional
1,655,293 shares of Common Stock on June 30, 2005 in connection with the
merger of Strategic Hotel Capital Limited Partnership ("SHC LP") and Strategic
Hotel Capital Limited Partnership - II ("SHC LP II") into SHC LLC and the
related exchange or distribution of SHC Funding Units by SHC LP, SHC LP II
and SHC LLC. Specifically, WHSHC LLC acquired 855,558 SHC Funding Units and W9
LLC acquired 799,735 Funding Units for no consideration through a distribution
of its pro rata share of SHC Funding Units held by SHC LLC following the merger
of SHC LP and SHC LP II into SHC LLC. Holders of SHC Funding Units are entitled
to present them for redemption for a cash amount equal to the then-fair market
value of an equal number of shares of Common Stock or, in the Company's sole
discretion, an equal number of shares of Common Stock.
----------
[1] Neither the present filing nor anything contained herein shall be construed
as an admission that WHSHC LLC, W9 LLC, Whitehall Real Estate VII,
Whitehall Real Estate IX, WH Advisors VII, WH Advisors IX, Goldman Sachs or
GS Group constitute a "person" for any purpose other than Section 13(d) of
the Securities Exchange Act of 1934, as amended, or that WHSHC LLC, W9 LLC,
Whitehall Real Estate VII, Whitehall Real Estate IX, WH Advisors VII, WH
Advisors IX, Goldman Sachs or GS Group constitute a "group" for any
purpose.
As of June 30, 2005, Goldman Sachs and GS Group may be deemed to
beneficially own 7,178,147 shares of Common Stock through (i) WH Advisors VII,
the sole general partner of Whitehall Real Estate VII, which is the sole
managing member of WHSHC LLC which beneficially owns an aggregate of 3,710,112
shares of Common Stock as described above, and (ii) WH Advisors IX, the sole
general partner of Whitehall Real Estate IX, which is the sole managing member
of W9 LLC, which beneficially owns an aggregate of 3,468,035 shares of Common
Stock as described above. For all purposes hereof, beneficial ownership of
Common Stock includes ownership of SHC Funding Units by the Reporting Person,
which, following presentation for redemption by the holder thereof, may be
redeemed for an equal number of shares of Common Stock in the Company's sole
discretion.
None of the persons listed on Schedules I, II or III hereto has
contributed any funds or other consideration towards the acquisition of the
Common Stock, except insofar as they may be general or limited partners of, or
own membership interests in, certain of the Reporting Persons and have made
capital contributions to such Reporting Persons, as the case may be.
ITEM 4. PURPOSE OF TRANSACTIONS
Item 4 is hereby amended in its entirety as follows:
WHSHC LLC and W9 LLC acquired beneficial ownership of the Common Stock
for investment purposes. If any, the shares of Common Stock which may be deemed
to be held by Goldman Sachs, other than shares which may be deemed beneficially
owned through WH Advisors VII and WH Advisor IX, were acquired in the ordinary
course of business of Goldman Sachs.
As of the date of this statement, none of the Reporting Persons, or to
the knowledge and belief of the Reporting Persons, any of the persons listed on
Schedules I, II or III hereto, has any present plan or proposals which would
relate to or would result in any transaction event or action enumerated in
paragraphs (a) through (j) of Item 4 of Schedule 13D, other than the fact that,
on April 7, 2005, WHSHC LLC and W9 LLC entered into a Shareholders Agreement
(the "Shareholders Agreement") with the Company providing for, among other
matters, the right of WHSHC LLC and W9 LLC to nominate one person as a director
to the Company's Board of Directors so long as the Shareholders maintain
aggregate ownership of 10%. A copy of the Shareholders Agreement is attached
hereto as Exhibit 16. Jonathan D. Langer, a Managing Director of Goldman, Sachs
& Co., where he is Head of US Acquisition for the Real Estate Principal
Investment Area, is a member of the Company's Board of Directors.
Each of the Reporting Persons expects to evaluate on an ongoing basis
the Company's financial condition, business, operations and prospects, the
market price of the Common Stock, conditions in the securities markets
generally, general economic and industry conditions and other factors.
Accordingly, each Reporting Person reserves the right to change its plans and
intentions at any time, as it deems appropriate. In particular, any one or more
of the Reporting Persons (and their respective affiliates) may purchase
additional shares of Common Stock or other securities of the Company or may sell
or transfer shares of Common Stock beneficially owned by them from time to time
in public or private transactions and/or may enter into privately negotiated
derivative transactions with institutional counterparties to hedge the market
risk of some or all of their positions in the shares of Common Stock or other
securities and/or may cause any of the Reporting Persons to distribute in kind
to their respective partners or members, as the case may be, shares of Common
Stock or other securities. Any such transactions may be effected at any time or
from time to time subject to any applicable limitations imposed on the sale of
any of their Company securities by the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder (the "Securities Act") or other
applicable law. To the knowledge of each Reporting Person, each of the persons
listed on Schedules I, II or III hereto may make similar evaluations from time
to time or on an ongoing basis and reserves the same rights.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Based on information provided to the Reporting Persons by the
Company, there were 30,077,505 shares of Common Stock outstanding as of the
close of business on June 30, 2005.
As of June 30, 2005, WHSHC LLC beneficially owned an aggregate of
3,710,112 shares of Common Stock, representing in the aggregate approximately
12.0% of the outstanding Common Stock. For all purposes hereof, beneficial
ownership of Common Stock includes ownership of SHC Funding Units by the
Reporting Person, which, following presentation for redemption by the holder
thereof, may be redeemed for an equal number of shares of Common Stock in the
Company's sole discretion.
As of June 30, 2005, Whitehall Real Estate VII, as the sole
managing member of WHSHC LLC, may be deemed to have beneficially owned an
aggregate of 3,710,112 shares of Common Stock beneficially owned by WHSHC LLC,
representing in the aggregate approximately 12.0% of the outstanding Common
Stock.
As of June 30, 2005, WH Advisors VII, as the sole general partner
of Whitehall Real Estate VII, may be deemed to have beneficially owned an
aggregate of 3,710,112 shares of Common Stock beneficially owned by WHSHC LLC,
representing in the aggregate approximately 12.0% of the outstanding Common
Stock.
As of June 30, 2005, W9 LLC beneficially owned an aggregate of
3,468,035 shares of Common Stock, representing in the aggregate approximately
11.2% of the outstanding Common Stock.
As of June 30, 2005, Whitehall Real Estate IX, as the sole managing
member of W9 LLC, may be deemed to have beneficially owned an aggregate
of 3,468,035 shares of Common Stock beneficially owned by W9 LLC, representing
in the aggregate approximately 11.2% of the outstanding Common Stock.
As of June 30, 2005, WH Advisors IX, as the sole general partner
of Whitehall Real Estate IX, may be deemed to have beneficially owned an
aggregate of 3,468,035 shares of Common Stock beneficially owned by W9 LLC,
representing in the aggregate approximately 11.2% of the outstanding Common
Stock.
As of June 30, 2005, Goldman Sachs and GS Group may be deemed to
have beneficially owned an aggregate of 7,178,147 shares of Common Stock
through WH Advisors VII and WH Advisors IX as described above, such shares
representing in the aggregate approximately 22.6% of the outstanding Common
Stock.
In the case of WHSHC LLC, Whitehall Real Estate VII and WH Advisors
VII, 855,558 of the shares of Common Stock reported in rows (11) and (13) of the
cover pages to this Schedule 13D are shares as to which there is a right to
acquire exercisable within 60 days through the redemption of SHC Funding Units
and the Company's right, in its sole discretion, to redeem such SHC Funding
Units for an equal number of shares of Common Stock.
In the case of W9 LLC, Whitehall Real Estate IX and WH Advisors IX,
799,735 of the shares of Common Stock reported in rows (11) and (13) of the
cover pages to this Schedule 13D are shares as to which there is a right to
acquire exercisable within 60 days through the redemption of SHC Funding Units
and the Company's right, in its sole discretion, to redeem such SHC Funding
Units for an equal number of shares of Common Stock.
In the case of Goldman Sachs and GS Group, 1,655,293 of the shares of
Common Stock reported in rows (11) and (13) of the cover pages to this Schedule
13D are shares as to which there is a right to acquire exercisable within 60
days through the redemption of SHC Funding Units and the Company's right, in its
sole discretion, to redeem such SHC Funding Units for an equal number of shares
of Common Stock.
None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any of the persons listed on Schedules I, II or III hereto,
beneficially owned any shares of Common Stock as of June 30, 2005, other
than as set forth herein.
In accordance with the Securities and Exchange Commission (the "SEC")
Release No. 34-39538 (January 12, 1998), this filing reflects the securities
beneficially owned by the investment banking division ("IBD") of GS Group and
its subsidiaries and affiliates (collectively, "GSG"). This filing does not
reflect securities, if any, beneficially owned by any other operating unit of
GSG. IBD disclaims beneficial ownership of the securities beneficially owned by
(i) any client accounts with respect to which IBD or its employees have voting
or investment discretion, or both and (ii) certain investment entities, of which
IBD is the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than IBD.
(b) Rows (7) through (10) of the cover pages to this Schedule 13D
set forth (i) the number of shares of Common Stock as to which there is sole
power to vote or direct the vote or to dispose or direct the disposition and
(ii) the number of shares of Common Stock as to which there is shared power to
vote or direct the vote or to dispose or direct the disposition. Each Reporting
Person hereby disclaims beneficial ownership of any shares of Common Stock held
by any other Reporting Person.
(c) Except with respect to the acquisition of shares of Common Stock by
WHSHC LLC and W9 LLC as described herein, no transactions in the Common Stock
were effected by the Reporting Persons, or, to the knowledge of any of the
Reporting Persons, any of the persons listed on Schedules I, II or III hereto
during the 60 days prior to and including June 30, 2005.
(d) No other person is known by any Reporting Person to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Common Stock beneficially owned by any Reporting
Person.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 5, 2005
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Edward T. Joel
-------------------------------------
Name: Edward T. Joel
Title: Attorney-in-Fact
GOLDMAN, SACHS & CO.
By: /s/ Edward T. Joel
-------------------------------------
Name: Edward T. Joel
Title: Attorney-in-Fact
WH ADVISORS, L.L.C. VII
By: /s/ Edward T. Joel
-------------------------------------
Name: Edward T. Joel
Title: Attorney-in-Fact
WH ADVISORS, L.L.C. IX
By: /s/ Edward T. Joel
-------------------------------------
Name: Edward T. Joel
Title: Attorney-in-Fact
WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII
By: /s/ Edward T. Joel
-------------------------------------
Name: Edward T. Joel
Title: Attorney-in-Fact
WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP IX
By: /s/ Edward T. Joel
-------------------------------------
Name: Edward T. Joel
Title: Attorney-in-Fact
WHSHC, L.L.C.
By: /s/ Edward T. Joel
-------------------------------------
Name: Edward T. Joel
Title: Attorney-in-Fact
W9/WHSHC, L.L.C. I
By: /s/ Edward T. Joel
-------------------------------------
Name: Edward T. Joel
Title: Attorney-in-Fact
SCHEDULE II
-----------
The name, position and present principal occupation of each director
and executive officer of WH Advisors, L.L.C. VII, the sole general partner of
Whitehall Street Real Estate Limited Partnership VII, which is the sole managing
member of WHSHC, L.L.C., and the name, position and present principal occupation
of each director and executive officer of WH Advisors, L.L.C. IX, the sole
general partner of Whitehall Street Real Estate Limited Partnership IX, which is
the sole managing member of W9/WHSHC, L.L.C. I, are set forth below.
The business address of each director and executive officer listed
below is 85 Broad Street, New York, New York 10004, except as follows: The
business address of Steven Angel, Thomas D. Ferguson, Russell T. Goin, Larry J.
Goodwin, Helen Hyde Hallaron, Patrick J. Tribolet, Michael M. Watts, Aaron D.
Wetherill and Todd A. Williams is 100 Crescent Court, Suite 1000, Dallas, TX
75201. The business address of Todd P. Giannoble is 600 East Las Colinas Blvd.,
Suite 400, Irving, Texas 75039. The business address of Philippe Camu, Giovanni
Cutaia, Tracy Deblieck, Nathalie L. Dimitrov, James R. Garman, Benoit Herault,
Zubin P. Irani, Brian P. Niles, Paul A. Obey, Penny A. Petrow, Jean A. De
Pourtales, Richard H. Powers and Edward M. Siskind is 133 Fleet Street, London
EC4A 2BB, England. The business address of Yves Checoury, Brian Collyer, and Jon
J. Franco is 2, rue de Thann, 75017, Paris, France. The business address of
Kavin C. Bloomer is Shibuya Cross Tower, 24F, 15-1, Shibuya 2-chome, Shibuya-ku,
Tokyo Japan. The business address of Sven Dahlmeyer is Messeturm,
Friedrich-Ebert-Anlage 49, 60308 Frankfurt am Main, Germany.
Each director and executive officer listed below is a citizen of the
United States, except as follows: Philippe L. Camu is a citizen of Belgium.
Brian Collyer and Brahm S. Cramer are citizens of Canada. Zubin P. Irani is
citizen of India. Yves Checoury and Benoit Herault are citizens of France. James
R. Garman and Paul A. Obey are citizens of the United Kingdom. Sven Dahlmeyer is
a citizen of Germany. Nathalie L. Dimitrov and Jean A. De Pourtales and citizens
of both France and the United Kingdom.
Name Position Present Principal Occupation
--------------------------------------------------------------------------------
Rothenberg, Stuart M. Manager/President Managing Director of
Goldman, Sachs & Co.
Angel, Steven Vice President Vice President of
Goldman, Sachs & Co.
Bloom, Robert Vice President Vice President of
Goldman, Sachs & Co.
Brooks, Adam J. Vice President Vice President of
Goldman, Sachs & Co.
Burban, Elizabeth M. Vice President/ Vice President of
Secretary Goldman, Sachs & Co.
Cacioppo, Anthony J. Vice President Vice President of
Goldman, Sachs & Co.
Camu, Philippe Vice President Managing Director of
Goldman Sachs International
Chan, Lacxon Vice President Vice President of
Goldman, Sachs & Co.
Checoury, Yves Vice President Vice President of Goldman
Sachs Paris Inc. et Cie
Collyer, Brian Vice President Vice President of Goldman
Sachs Paris Inc. et Cie
Cramer, Brahm S. Manager/Vice President/ Managing Director of
Assistant Secretary Goldman, Sachs & Co.
Cutaia, Giovanni Vice President Vice President of
Goldman Sachs International
Dahlmeyer, Sven Vice President Vice President of
Goldman, Sachs & Co. oHG
Deblieck, Tracy Vice President Vice President of
Goldman Sachs International
Dimitrov, Nathalie L. Vice President Vice President of
Goldman Sachs International
Ferguson, Thomas D. Vice President Vice President of
Goldman, Sachs & Co.
Franco, Jon J. Vice President Vice President of
Goldman Sachs Paris Inc.
Garman, James R. Vice President Vice President of
Goldman Sachs International
Giannoble, Todd P. Vice President Vice President of
Archon Group, L.P.
Gift, Andrea M. Vice President Vice President of
Goldman, Sachs & Co.
Goin, Russell T. Vice President Vice President of
Goldman, Sachs & Co.
Goodwin, Larry J. Vice President Managing Director of
Goldman, Sachs & Co.
Herault, Benoit Vice President/ Managing Director of
Assistant Secretary Goldman Sachs International
Hyde Hallaron, Helen Vice President Vice President of
Goldman, Sachs & Co.
Iorio, Steven J. Vice President Vice President of
Goldman, Sachs & Co.
Irani, Zubin P. Vice President Managing Director of
Goldman Sachs International
Karr, Jerome S. Vice President/ Vice President of
Assistant Secretary Goldman, Sachs & Co.
Kava, Alan S. Manager/ Managing Director of
Vice President Goldman, Sachs & Co.
Langer, Jonathan A. Vice President/ Managing Director of
Assistant Secretary Goldman, Sachs & Co.
Lapidus, Roy I. Vice President Vice President of
Goldman, Sachs & Co.
Mandis, Vivian Vice President Vice President of
Goldman, Sachs & Co.
Metz, Justin E. Vice President Vice President of
Goldman, Sachs & Co.
Niles, Brian P. Vice President Vice President of
Goldman Sachs International
Obey, Paul A. Vice President/ Vice President of
Assistant Secretary Goldman Sachs International
Petrow, Penny A. Vice President Vice President of
Goldman Sachs International
De Pourtales, Jean A. Vice President Managing Director of
Goldman Sachs International
Powers, Richard H. Vice President/ Managing Director of
Assistant Secretary Goldman Sachs International
Scesney, Josephine Manager/Vice President/ Managing Director of
Treasurer/Secretary Goldman, Sachs & Co.
Siskind, Edward M. Vice President/ Managing Director of
Assistant Treasurer Goldman Sachs International
Tribolet, Patrick M. Vice President Vice President of
Goldman, Sachs & Co.
Tsai, Teresa Vice President/ Vice President of
Assistant Secretary Goldman, Sachs & Co.
Watts, Michael M. Vice President Vice President of
Goldman, Sachs & Co.
Weidman, Peter A. Vice President Vice President of
Goldman, Sachs & Co.
Weiss, Mitchell S. Assistant Treasurer/ Vice President of
Assistant Secretary Goldman, Sachs & Co.
Wetherill, Aaron D. Vice President Vice President of
Goldman, Sachs & Co.
Williams, Todd A. Vice President/ Managing Director of
Assistant Secretary/ Goldman, Sachs & Co.
Assistant Treasurer
Wong, Jennifer Assistant Secretary Vice President of
Goldman, Sachs & Co.
Zucker, Lauren J. Vice President Vice President of
Goldman, Sachs & Co.
SCHEDULE III
The name and principal occupation of each member of the Whitehall
Investment Committee of Goldman, Sachs & Co., which exercises the authority of
Goldman, Sachs & Co. in managing each of WH Advisors, L.L.C. VII and WH
Advisors, L.L.C. IX, are set forth below.
The business address of each member listed below is 85 Broad Street,
New York, New York 10004, except as follows: The business address of Richard H.
Powers and Edward M. Siskind is 133 Fleet Street, London EC4A 2BB, England. The
business address of Todd A. Williams is 100 Crescent Court, Suite 1000, Dallas,
TX 75201. The business address of Toshinobu Kasai is Roppongi Hills Mori Tower,
47th floor, 10-1, Roppongi 6-chome, Minato-ku, Tokyo 106-6147, Japan.
Each member listed below is a citizen of the United States, except as
follows: Brahm S. Cramer is a citizen of Canada. Toshinobu Kasai is a citizen of
Japan.
Name Present Principal Occupation
---- ----------------------------
Broderick, Craig Managing Director of Goldman, Sachs & Co.
Cramer, Brahm S. Managing Director of Goldman, Sachs & Co.
Feldman, Steven M. Managing Director of Goldman, Sachs & Co.
Friedman, Richard A. Managing Director of Goldman, Sachs & Co.
Jonas, Andrew J. Managing Director of Goldman, Sachs & Co.
Kasai, Toshinobu Managing Director of Goldman Sachs (Japan) Ltd.
Powers, Richard H. Managing Director of Goldman Sachs
International
Rosenberg, Ralph F. Managing Director of Goldman, Sachs & Co.
Rothenberg, Stuart M. Managing Director of Goldman, Sachs & Co.
Siskind, Edward M. Managing Director of Goldman Sachs
International
Williams, Todd A. Managing Director of Goldman, Sachs & Co.
SCHEDULE IV
-----------
In November 2002, the SEC, the National Association of Securities Dealers
("NASD") and the New York Stock Exchange, Inc. ("NYSE") alleged that five broker
dealers, including Goldman Sachs, violated Section 17(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 17a-4
thereunder, NYSE Rules 440 and 342 and NASD Rules 3010 and 3110 by allegedly
failing to preserve electronic mail communications for three years and/or to
preserve electronic mail communications for the first two years in an accessible
place, and by allegedly having inadequate supervisory systems and procedures in
relation to the retention of electronic mail communications. Without admitting
or denying the allegations, the five broker dealers, including Goldman Sachs,
consented to censure by the SEC, NASD and NYSE and to the imposition of a
cease-and-desist order by the SEC and Goldman Sachs paid a total fine of
$1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also
undertook to review its procedures regarding the preservation of electronic mail
communications for compliance with the federal securities laws and regulations
and the rules of the NASD and NYSE, and to confirm within a specified period of
time that it has established systems and procedures reasonably designed to
achieve compliance with those laws, regulations and rules.
On April 28, 2003, without admitting or denying liability, ten investment
banking firms including Goldman Sachs, entered into global settlements with the
SEC, the NYSE, the NASD and certain states to resolve the investigations
relating to equity research analyst conflicts of interest. Goldman Sachs was
charged with violating NYSE Rules 342, 401, 472 and 475, and NASD Conduct Rules
2110, 2210 and 3010. Goldman Sachs also agreed to a censure by the NYSE and the
NASD and to pay a total of $110,000,000 and to adopt a set of industry-wide
reforms of its research and investment banking businesses and to adopt certain
restrictions on the allocations of "hot" IPO shares. The terms of the global
settlement were entered in an order by a federal court in the Southern District
of New York on October 31, 2003 (Civil Action Number 03CV2944).
On September 4, 2003, Goldman Sachs and the SEC settled administrative
proceedings relating to certain trading in U.S. Treasury securities by Goldman
Sachs on the morning of October 31, 2001. The Staff of the SEC alleged that
Goldman Sachs violated (i) Section 15(c)(1) and Rule 15c1-2 of the Exchange Act
as a result of certain trading in U.S. Treasury bonds over an eight minute
period on October 31, 2001; and (ii) Section 15(f) of the Exchange Act by
failing to maintain policies and procedures specifically addressed to the
possible misuse of non-public information obtained from outside consultants.
Under the Offer of Settlement submitted by Goldman Sachs and accepted by the
SEC, without admitting or denying the SEC's allegations, Goldman Sachs consented
to the entry of an Order that, among other things, (i) censured Goldman Sachs;
(ii) directed Goldman Sachs to cease and desist from committing or causing any
violations of Section 15(c)(1)(A) & (C) and 15(f) and Rule 15c1-2 of the
Exchange Act; (iii) ordered Goldman Sachs to pay disgorgement and prejudgment
interest in the amount of $1,742,642, and a civil monetary penalty of $5
million; and (iv) directed Goldman Sachs to conduct a review its policies and
procedures and to adopt, implement and maintain policies and procedures
consistent with the Order and that review. Goldman Sachs also undertook to pay
$2,562,740 in disgorgement and interest relating to certain trading in U.S.
Treasury bond futures during the same eight minute period.
On July 1, 2004, Goldman Sachs and the SEC settled administrative
proceedings relating to communications from Goldman Sachs sales traders on its
Asian Shares Sales Desk to certain institutional customers and news media
concerning four international public securities offerings during the period
between October 1999 and March 2000. The SEC alleged (i) that certain of these
communications by Goldman Sachs employees were made after the registration
statements pertaining to those offerings were filed, but not yet declared
effective by the SEC, in violation of Section 5(b) of the Securities Act and
(ii) that certain comments to the news media by Goldman Sachs with respect to
one of the offerings constituted an offer to sell securities in violation of
Section 5(c) of the Securities Act. The SEC also alleged that Goldman Sachs
failed to adequately supervise the Asian Shares Sales Desk traders, as required
by Section 15(b)(4)(E) of the Exchange Act. Under the Offer of Settlement
submitted by Goldman Sachs and accepted by the SEC, without admitting or denying
the SEC's allegations, Goldman Sachs consented to the entry of an Order that,
among other things, directed Goldman Sachs to cease and desist from committing
or causing any violations of Sections 5(b) and 5(c) of the Securities Act., and
ordered Goldman Sachs to pay a civil monetary penalty of $2 million.
On January 24, 2005, the SEC filed an action in the U.S. District Court for the
Southern District of New York alleging that Goldman Sachs violated Rule 101 of
Regulation M under the Exchange Act by attempting to induce, or inducing certain
investors to make, aftermarket purchases of certain initial public offerings
underwritten by Goldman Sachs during 2000. On February 4, 2005, without
admitting or denying the allegations of the complaint, a final judgment was
entered against Goldman Sachs, with the consent of Goldman Sachs, under which
Goldman Sachs was permanently restrained and enjoined from violating Rule 101 of
Regulation M and required to pay a $40 million civil penalty, which was paid on
March 31, 2005.
EXHIBIT INDEX
Exhibit Description
------------- -----------------------------------------------------------------
1. Structuring and Contribution Agreement, dated as of February 13,
2004, by and among SHC Funding, Strategic Hotel Capital, L.L.C.
("SHC LLC"), Whitehall Street Real Estate Limited Partnership
VII, Whitehall Street Real Estate Limited Partnership IX and
other parties thereto (incorporated by reference to Exhibit 10.2
to the registration statement on Form S-11 (File No. 333-112846)
filed by the Company)).
2. Underwriting Agreement, dated as of June 23, 2004, among
Strategic Hotel Capital, Inc. Strategic Hotel Funding, L.L.C. and
the underwriters named therein (previously filed).
3. Lock-Up Agreement, dated as of June 23, 2004, between Goldman,
Sachs & Co., as representative of the several underwriters named
in Schedule I to the underwriting agreement and WHSHC, L.L.C.
(previously filed).
4. Lock-Up Agreement, dated as of June 23, 2004, between Goldman,
Sachs & Co., as representative of the several underwriters named
in Schedule I to the underwriting agreement and W9/WHSHC, L.L.C.
I (previously filed).
5. Registration Rights Agreement, dated as of June 29, 2004, among
Strategic Hotel Capital, Inc., WHSHC, L.L.C., W9/WHSHC, L.L.C. I
and the other parties thereto (previously filed).
6. Voting Agreement, dated as of June 8, 2004, among Laurence
Geller, Strategic Hotel Capital, Inc., WHSHC, L.L.C. and
W9/WHSHC, L.L.C. I (previously filed).
7. Joint Filing Agreement (previously filed).
8. Power of Attorney, dated December 12, 2003, relating to The
Goldman Sachs Group, Inc. (previously filed).
9. Power of Attorney, dated November 19, 2003, relating to Goldman,
Sachs & Co. (previously filed).
10. Power of Attorney, dated June 24, 2004, relating to WH Advisors,
L.L.C. VII (previously filed).
11. Power of Attorney, dated June 24, 2004, relating to WH Advisors,
L.L.C. IX (previously filed).
12. Power of Attorney, dated June 24, 2004, relating to Whitehall
Street Real Estate Limited Partnership VII (previously filed).
13. Power of Attorney, dated June 24, 2004, relating to Whitehall
Street Real Estate Limited Partnership IX (previously filed).
14. Power of Attorney, dated June 24, 2004, relating to WHSHC, L.L.C.
(previously filed).
15. Power of Attorney, dated June 24, 2004, relating to W9/WHSHC,
L.L.C. I (previously filed).
16. Shareholders Agreement, dated as of April 7, 2005, among WHSHC,
L.L.C. and W9/WHSHC, L.C.C. I, on the one hand, and Strategic
Hotel Capital, Inc., on the other hand (previously filed).