<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
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 0-15097
WESTIN HOTELS LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charters)
Delaware 91-1328985
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2001 Sixth Avenue, Seattle, Washington 98121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (206) 443-5000
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
------- -------
Indicate the number of shares (units) outstanding of each of the issuer's
classes of common stock (units), as of the latest practicable date (applicable
only to corporate issuers).
135,600 limited partnership units issued and outstanding
<PAGE> 2
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
REPORT ON FORM 10-Q
For the Quarter Ended September 30, 1995
INDEX
Part I. FINANCIAL INFORMATION Page No.
--------
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Partners' Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 - 11
Part II. OTHER INFORMATION
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12 - 13
SIGNATURES 14
2
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PART 1. FINANCIAL INFORMATION
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
ASSETS
<TABLE>
<CAPTION>
September 30, 1995 December 31, 1994
------------------ -----------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 10,006 $ 7,602
Guest and trade accounts receivable, less allowance for
doubtful accounts of $246 in 1995 and $216 in 1994 5,414 5,461
Other receivables 61 138
Inventories 608 639
Prepaid expenses and other current assets 1,642 1,553
--------- ---------
TOTAL CURRENT ASSETS 17,731 15,393
PROPERTY AND EQUIPMENT, at cost, net of accumulated
depreciation of $87,683 in 1995 and $84,255 in 1994 221,993 204,518
RESTRICTED CASH 4,387 14,352
OTHER ASSETS 239 30
--------- ---------
TOTAL ASSETS $ 244,350 $ 234,293
========= =========
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade and other $ 2,011 $ 2,827
Westin and affiliates 962 820
--------- ---------
Total accounts payable 2,973 3,647
Accrued expenses 9,255 8,888
Current maturities of long-term obligations 173 161
Other current liabilities 872 640
--------- ---------
TOTAL CURRENT LIABILITIES 13,273 13,336
LONG-TERM OBLIGATIONS 125,177 123,517
LONG-TERM OBLIGATION TO GENERAL PARTNER 27,426 18,142
DEFERRED INCENTIVE MANAGEMENT FEES
PAYABLE TO WESTIN 16,249 16,249
--------- ---------
TOTAL LIABILITIES 182,125 171,244
--------- ---------
MINORITY INTERESTS 3,395 3,359
--------- ---------
PARTNERS' EQUITY (DEFICIT):
General Partner (1,764) (1,590)
Limited Partners (135,600 Units issued and outstanding) 60,594 61,280
--------- ---------
TOTAL PARTNERS' EQUITY 58,830 59,690
--------- ---------
TOTAL LIABILITIES AND EQUITY $ 244,350 $ 234,293
========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
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WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands of Dollars Except Per Unit Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Rooms $ 16,663 $ 15,976 $ 44,745 $ 44,070
Food and beverage 6,196 7,052 19,246 21,327
Other operating departments 2,451 2,161 6,772 6,274
-------- -------- -------- --------
TOTAL OPERATING REVENUES 25,310 25,189 70,763 71,671
-------- -------- -------- --------
OPERATING EXPENSES:
Rooms 4,612 4,872 13,557 13,801
Food and beverage 5,249 6,136 17,241 18,481
Other operating departments 710 723 2,057 2,024
Administrative and general 2,144 2,191 6,968 6,694
Management fees 570 1,459 1,593 2,828
Advertising and business promotion 1,544 1,785 5,153 5,046
Property maintenance and energy 2,064 2,178 6,035 6,103
Local taxes and insurance 1,497 (639) 4,244 2,176
Rent 201 125 570 348
Depreciation and amortization 1,904 1,610 5,111 4,708
-------- -------- -------- --------
TOTAL OPERATING EXPENSES 20,495 20,440 62,529 62,209
-------- -------- -------- --------
OPERATING PROFIT 4,815 4,749 8,234 9,462
-------- -------- -------- --------
OTHER INCOME (EXPENSE):
Interest income 214 322 717 400
Interest expense (2,670) (2,683) (7,984) (7,896)
Interest expense on long-term
obligation to General Partner (659) (230) (1,784) (285)
Other, net 3 7 (7) (325)
-------- -------- -------- --------
NET OTHER EXPENSE (3,112) (2,584) (9,058) (8,106)
-------- -------- -------- --------
INCOME (LOSS) BEFORE
MINORITY INTERESTS 1,703 2,165 (824) 1,356
MINORITY INTERESTS (32) (30) (36) (39)
-------- -------- -------- --------
NET INCOME (LOSS) $ 1,671 $ 2,135 $ (860) $ 1,317
======== ======== ======== ========
NET INCOME (LOSS) PER UNIT
(135,600 Units issued and outstanding) $ 12.32 $ 15.74 $ (6.34) $ 9.71
======== ======== ======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
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WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
(In Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1995
------------------------------------
General Limited
Partner Partners
------- --------
<S> <C> <C>
BALANCE AT DECEMBER 31, 1994 $ (1,590) $ 61,280
Net loss (174) (686)
-------- --------
BALANCE AT SEPTEMBER 30, 1995 $ (1,764) $ 60,594
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
5
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WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1995 1994
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Funds provided by operations $ 7,132 $ 8,944
Net change in receivables, inventories,
prepaid expenses and other current
assets, net of accounts payable, accrued
expenses and other current liabilities (9) (2,020)
-------- --------
Net cash provided by operating activities 7,123 6,924
-------- --------
INVESTING ACTIVITIES:
Acquisition of property and equipment, net of sales (22,223) (2,331)
(Increase) decrease in other assets (209) 3
Increase in restricted cash (12,020) (12,750)
Decrease in restricted cash to fund
acquisition of property and equipment 22,439 2,337
-------- --------
Net cash used in investing activities (12,013) (12,741)
-------- --------
FINANCING ACTIVITIES:
Increase in long-term obligation to General Partner 7,500 12,750
Repayment of long-term obligations (206) (2,794)
-------- --------
Net cash provided by financing activities 7,294 9,956
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS 2,404 4,139
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 7,602 4,506
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 10,006 $ 8,645
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
6
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WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Westin Hotels Limited Partnership (the "Partnership") and its subsidiary limited
partnerships, The Westin St. Francis Limited Partnership and The Westin Chicago
Limited Partnership (the "Hotel Partnerships"). The Westin St. Francis Limited
Partnership owns and operates The Westin St. Francis in San Francisco,
California, and The Westin Chicago Limited Partnership owns and operates The
Westin Hotel, Chicago in downtown Chicago, Illinois (individually a "Hotel",
collectively the "Hotels"). All significant intercompany transactions and
accounts have been eliminated.
The consolidated financial statements and related information for the
periods ended September 30, 1995 and September 30, 1994 are unaudited. In the
opinion of management, all adjustments necessary for a fair statement of the
results of these interim periods have been included. All such interim
adjustments are of a normal recurring nature. The results of operations for the
periods ending September 30, 1995 and September 30, 1994 should not be regarded
as indicative of the results that may be expected for the full year.
Certain of the 1994 amounts have been reclassified to conform with the
1995 presentation.
(2) FURTHER INFORMATION
Reference is made to "Notes to Consolidated Financial Statements"
contained in the Partnership's Annual Report on Form 10-K filed for 1994 for
information regarding significant accounting policies, Partnership organization,
restructuring of mortgage loans, accrued expenses, long-term obligations,
commitments, and related party transactions.
7
<PAGE> 8
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The primary market focus of The Westin St. Francis and The Westin Hotel,
Chicago (individually a "Hotel", collectively the "Hotels") is on business
travelers, conventions and other groups and, in the case of The Westin St.
Francis, tourists. The Hotels' business activities continue to follow national
economic trends. Both The Westin St. Francis and The Westin Hotel, Chicago
experience seasonal trends with their lowest occupancy levels occurring in the
first quarter and relatively steady increases throughout the remainder of the
year corresponding to group and convention seasons.
Westin Hotel Company owns 100% of Westin Realty Corp., the sole General
Partner of Westin Hotels Limited Partnership (the "Partnership"), as well as
100% of the St. Francis Hotel Corporation and 909 North Michigan Avenue
Corporation, the respective general partners (the "Hotel General Partners") of
the subsidiary limited partnerships, The Westin St. Francis Limited Partnership
and The Westin Chicago Limited Partnership (the "Hotel Partnerships"), that
directly own and operate the Hotels.
RESULTS OF OPERATIONS
This section analyzes the fluctuations between the three- and nine-month
periods ended September 30, 1995 and 1994. References made to the results for
the period ended September 30, 1994 are taken from the historical financial
statements of the Partnership for that period. The term Restructuring Agreement
refers to the restructuring of the Hotels' mortgage loans completed in 1994. The
table below presents key statistics used in the analysis:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
Combined 1995 1994 1995 1994
------------------------------ ------- ------- ------- -------
<S> <C> <C> <C> <C>
Average Room Rate (ARR) $122.96 $113.91 $123.53 $115.57
Occupancy Rate 76.2% 78.6% 68.6% 72.0%
Profit Margin as a Percentage
of Revenues:
Rooms 72.3% 69.5% 69.7% 68.7%
Food and Beverage 15.3% 13.0% 10.4% 13.3%
</TABLE>
Three Months Ended 1995 Compared With 1994
During the third quarter of 1995, the Partnership's operating profits
improved by $66,000 to $4,815,000 as compared to the prior year reflecting the
$121,000 growth in revenues. Operating revenues were positively impacted by
revenue growth in the rooms division and other operating departments. Revenues
declined in the food and beverage division as outlets were closed and converted
to banquet space with the goal of increasing profit margins. In addition, the
Partnership benefited from lowered costs in all areas other than local taxes and
insurance, rent, and the non-cash depreciation and amortization expense. The
change in management fees reflected lower accrual of incentive management
8
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fees due to the high level of capital expenditures, in accordance with the
management contract. Depreciation and amortization increased as rooms were
returned to service following the completion of their renovation. The expense
for local taxes and insurance was significantly higher than last year's levels
since 1994 reflected the effect of a one-time rebate of property taxes at The
Westin St. Francis.
The 4.3 percent growth in rooms revenues to $16,663,000, from $15,976,000,
reflected a 7.9 percent improvement in the combined average room rate. This
improvement was partially offset by lower occupancy levels at both Hotels, down
2.4 percentage points from last year's combined level. The Westin Hotel, Chicago
achieved the greatest improvement in rooms revenue to $5,767,000, up $637,000
from the 1994 level. This improvement reflected the 13.9 percent improvement in
the average room rate as the Hotel was able to attain higher rates for the
renovated rooms product. The Westin St. Francis also achieved improvements in
the average room rate, up 5.3 percent from the 1994 level, consequently its
rooms revenue grew to $10,896,000. The Westin St. Francis' occupancy levels
continued to be impacted by the rooms renovations, however not as significantly
as in earlier quarters this year. Renovations in the main building were
completed and work commenced in the tower during this third period. The Westin
Hotel, Chicago experienced a slight decline in occupancy reflecting the
non-renewal of a low-margin contract.
Due to the temporary closure of some outlets during the renovation period
and slower banquet sales at both Hotels, combined food and beverage revenues
declined by 12.1 percent to $6,196,000 from $7,052,000 for the same 1994 period.
In addition, both Hotels' revenues were further impacted by the reconfiguration
and remodeling of the public facilities. Individually, The Westin St. Francis
experienced a $747,000 decline to $4,338,000, while The Westin Hotel, Chicago's
results declined by $109,000 to $1,858,000 when compared to last year's levels.
Combined rooms profits increased $947,000 to $12,051,000 when compared with
the third quarter of 1994. The majority of this increase is attributable to
higher average room rates at both Hotels, although related costs were lowered
through the implementation of additional cost containment programs. Combined
food and beverage profits improved by $31,000 to $947,000 as savings from
additional cost containment measures at The Westin Hotel, Chicago offset the
lower profits at The Westin St. Francis. Despite the current rooms renovations,
management continues to strive to maintain operations at levels commensurate
with those attained in 1994 and is implementing additional cost containment
measures, including labor force adjustments, at both Hotels.
Combined profits from other operating departments, up $303,000 from 1994
levels, contributed $1,741,000 to the operating profit due to a combination of
revenue improvements, including the implementation of a new tenant lease at The
Westin St. Francis, and stronger pricing strategies at The Westin Hotel,
Chicago. Management fees, as discussed earlier, declined significantly
($889,000) as compared with 1994 levels to $570,000 as a result of the extensive
renovation work taking place at both Hotels. The majority of this work, however,
occurred at The Westin St. Francis.
Interest income earned by the Partnership on the FF&E Reserve Accounts
declined by $108,000, as funds were disbursed for the Hotels' renovations. The
Partnership's accrued interest expense on the subordinated loan, which bears
interest at an annual rate of prime plus 1% as specified in the Partnership
Agreement, totaled $659,000 during this three-month period.
Nine Months Ended 1995 Compared With 1994
The Partnership's $8,234,000 operating profit for the nine-month period
ended September 30, 1995 declined $1,228,000 from last year's level of
$9,462,000. The operating results reflected profit declines in food and beverage
operations, higher local taxes and insurance expense due to the previously
mentioned 1994 tax rebate at The Westin St. Francis, and lower management fees.
The management fees decreased due to the higher level of capital spending for
the renovations at both Hotels. As a result of the decreased operating profit
and higher interest expense, the Partnership's net loss of $860,000, for the
nine-month period, reflected a $2,177,000 decline from the 1994 profit of
$1,317,000.
9
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The Westin St. Francis achieved a 4.7 percent increase in its average room
rate which was offset by the 3.1 percentage point decline in occupancy. Despite
the closure of rooms for renovation, the Hotel's rooms revenue remained at last
year's levels, $30,436,000 in 1995 as compared to $30,442,000 in 1994. As a
result of the lower level of occupancy, The Westin St. Francis reduced related
rooms costs by $176,000, a 1.8% saving. The Westin Hotel, Chicago achieved an
11.6 percent increase in the average room rate and, even with a 4 percentage
point drop in the Hotel's occupancy rate due to the previously mentioned change
in business mix, The Westin Hotel, Chicago realized a $681,000 improvement in
rooms revenue. As with The Westin St. Francis, The Westin Hotel, Chicago reduced
related costs, thereby improving the profit generated by its rooms division by
$749,000 over the same period last year.
Combined food and beverage profits declined $841,000 to $2,005,000 as both
Hotels suffered from slow banquet sales and lower occupancy levels. The Westin
Hotel, Chicago is actively pursuing a cost containment program with the goal of
improving operating results in this division while continuing to provide quality
service. The Westin St. Francis is implementing a plan to provide more space for
banquet business with the goal of increasing banquet revenues thereby improving
this division's profitability.
Interest expense on the subordinated debt totaled $1,784,000, compared to
$285,000 in 1994, as the Partnership accrued interest on the $25,000,000 loan
from the General Partner discussed earlier.
In view of the Hotels' decreased operating revenues during the first nine
months of 1995 and the anticipated lower revenues throughout the remainder of
1995 at The Westin St. Francis, management is focusing on expanding the Hotels'
cost containment measures to boost over-all performance for the year.
Liquidity and Capital Resources
The Partnership had cash and cash equivalents of $10,006,000 at September
30, 1995, a $2,404,000 increase from December 31, 1994. During the first nine
months of 1995, net cash contributed by operating activities equaled $7,123,000.
Available Net Cash Flow in the amount of $4,520,000 was funded into the FF&E
Reserve Accounts as stipulated in the Restructuring Agreement.
The FF&E Reserve Accounts are funded by the proceeds of the Partnership's
subordinated loan from the General Partner and Available Net Cash Flow as
stipulated in the Restructuring Agreement and are included in restricted cash in
the Consolidated Financial Statements. During 1995, the Partnership received
$7,500,000 in additional funding from the subordinated loan from the General
Partner, which was contributed to the FF&E Reserve Account for The Westin St.
Francis. This additional funding, along with the $4,520,000 from available net
cash flow, comprises the $12,020,000 increase in restricted cash for the nine
months ended September 30, 1995.
Third quarter capital expenditures totaling $6,474,000, the majority of
which occurred at The Westin St. Francis, were primarily funded from the FF&E
Reserve Accounts. Since January 1, 1995, a total of $22,223,000 has been
expended for capital expenditures with an additional $5,914,000 anticipated to
be spent throughout the remainder of 1995. These expenditures will be funded
from the FF&E Reserve Accounts and Available Net Cash Flow from 1995 operations.
On or before November 14, 1995, an additional $4,213,000 will be deposited to
the FF&E Reserve Accounts from Net Available Cash Flow as stipulated in the
Restructuring Agreement.
The 1995 capital budget (including funds spent prior to September 30, 1995
and expenditures projected for the remaining three months) has been adjusted
downward, by $1.1 million, to $31.1 million. As stipulated by the Restructuring
Agreement, variances from the original estimated amounts reflect timing
adjustments and have either been approved by the lender or are within the limits
required by the Restructuring Agreement. Of this amount, The Westin St. Francis
anticipates spending $24.7 million for capital improvements in 1995, $1.4
million less that originally budgeted, of which $11.5 million will be spent on
guest rooms, $0.5 million on food and beverage outlets, $9.3 million in other
areas including fire, life, safety upgrades and ADA compliance, and $3.4 million
on the facade project. As of September 30, 1995, the main building guest rooms
had been completed and the Hotel has begun work on the Tower
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guest rooms. The Westin Hotel, Chicago anticipates spending $6.4 million,
$300,000 over the original budgeted $6.1 million for capital improvements in
1995. Of this amount, $3.8 million will be spent on rooms renovations, $1.5
million for equipment and other renovations including the lobby and facade, and
$1.1 million for food and beverage outlets. Except for the suites and facade,
all work has been completed in the Hotel.
Expenditures in 1996 will total approximately $12.6 million. The Hotels
will continue work on the facades and food and beverage outlets and complete the
fire, life, safety upgrades. The major portion of these expenditures are slated
for work at The Westin St. Francis. At this time, the General Partner
anticipates that Available Net Cash Flow from operations and funds deposited to
the FF&E Reserve Accounts will provide adequate funding for these expenditures.
As in prior years, the General Partner will continue to closely monitor the
Partnership's cash flow and timing of capital expenditures. The facade
restoration will continue beyond 1996 with a current projected 1998 completion
date.
The General Partner believes that the Partnership's liquidity will continue
to improve as a result of the Restructuring Agreement. However, no cash
distributions to the Limited Partners may be made during 1995 as provided in the
Restructuring Agreement. It also appears unlikely that distributions will occur
in 1996 since the Hotels have not achieved the levels of performance, as
specifically outlined in the Restructuring Agreement, which would allow the
resumption of distributions in 1996. However, the General Partner anticipates,
barring any unforeseen adverse occurrence, that the Partnership will be in a
position to resume distributions to the Limited Partners in 1997 and thereafter
from available cash flow. It is important to note that in order for this to
occur, Limited Partner distributions must be based on the Hotels first achieving
certain performance levels as specified in the Restructuring Agreement.
When the Partnership was formed in 1986, it was anticipated that a sale or
refinancing of the Hotels would be explored after eight years of Partnership
operations. Beginning with 1994, the Partnership Agreement directed the General
Partner to actively review opportunities to sell or refinance the Hotel
properties on behalf of the Partnership. Last year, the General Partner
emphasized restructuring the debt to stabilize both Hotels and to allow them to
remain competitive in their respective markets. In 1995, the General Partner is
focusing on overseeing the renovations at both Hotels with the goal of
minimizing their negative impact on operations as much as possible. The real
estate market for luxury hotels continues to improve and the General Partner
will closely monitor these market conditions. The General Partner anticipates
that this direction will best improve the Partnership's overall financial
position and ultimately optimize the value of the Partnership's properties in
the real estate market.
11
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PART II. OTHER INFORMATION
Item 5. Other Information
During this past quarter, Westin Hotel Company announced the
appointments of Fred Kleisner as President and Chief Operating Officer
and Richard Mahoney as Executive Vice President and Chief Financial
Officer. Mr. Mahoney replaced Raymond Whitty, who resigned to pursue
other interests. Mr. Kleisner and Mr. Mahoney will also serve as
directors of Westin Realty Corp. Both gentlemen have distinguished
careers and are highly respected throughout the hospitality industry. Mr.
Kleisner brings 25 years of experience to Westin. Prior to joining
Westin, he was Group President, Operations for Interstate Hotels
Corporation, where he was responsible for Interstate's entire operations
effort. Mr. Mahoney, came to Westin from Premier Cruise Lines in Cape
Canaveral, Florida where he was Senior Vice President and Chief Financial
Officer.
Westin Realty Corp. also announced the appointments of Merrick
Kleeman and Stuart Rothenberg as directors, replacing James Treadway and
Kuniomi Yonemura, who no longer are affiliated with Westin Hotel Company.
Mr. Kleeman is Senior Vice President of Starwood Capital Group, L.P. and
Mr. Rothenberg is Vice President of Goldman Sachs & Co.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
4. Instruments defining the rights of security holders.
4.1 Amended and Restated Agreement of Limited Partnership of Westin
Hotels Limited Partnership. (1)
4.2 Amended and Restated Agreement of Limited Partnership of The Westin
St. Francis Limited Partnership. (1)
4.3 First Amendment to Amended and Restated Agreement of Limited
Partnership of The Westin St. Francis Limited Partnership. (3)
4.4 Amended and Restated Agreement of Limited Partnership of The Westin
Chicago Limited Partnership. (1)
4.5 First Amendment to Amended and Restated Agreement of Limited
Partnership of The Westin Chicago Limited Partnership. (3)
10. Material contracts.
10.1 Restructuring Agreement dated as of June 2, 1994. (3)
10.2 Amended and Restated Management Agreements between The Westin St.
Francis Limited Partnership and Westin Hotel Company, and between
The Westin Chicago Limited Partnership and Westin Hotel Company,
for property management services. (2)
10.3 First Amendments to Amended and Restated Management Agreements of
The Westin St. Francis Limited Partnership and of The Westin
Chicago Limited Partnership. (3)
10.4 Contribution Agreement between St. Francis Hotel Corporation and
The Westin St. Francis Limited Partnership, and between 909 North
Michigan Avenue Corporation and The Westin Chicago Limited
Partnership, for contribution of Hotel assets and the transfer of
limited partnership interests. (2)
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10.5 Promissory Note of St. Francis Hotel Corporation dated August 21,
1986 to Teacher Retirement System of Texas. (1)
10.6 First Amendment to Promissory Note of St. Francis Hotel Corporation
dated as of June 2, 1994. (3)
10.7 Deed of Trust, Financing Statement, Security Agreement and Fixture
filing dated August 21, 1986 respecting The Westin St. Francis. (1)
10.8 First Amendment to Deed of Trust, Financing Statement, Security
Agreement and Fixture Filing dated as of June 2, 1994. (3)
10.9 Promissory Note of 909 North Michigan Avenue Corporation dated
August 21, 1986 to Teacher Retirement System of Texas. (1)
10.10 First Amendment to Promissory Note of 909 North Michigan Avenue
Corporation dated as of June 2, 1994. (3)
10.11 Mortgage and Security Agreement dated August 21, 1986 for The
Westin Hotel, Chicago. (1)
10.12 First Amendment to Mortgage and Security Agreement dated as of June
2, 1994. (3)
10.13 St. Francis FF&E Escrow Agreement dated as of June 2, 1994. (3)
10.14 Chicago FF&E Escrow Agreement dated as of June 2, 1994. (3)
10.15 Promissory Note dated June 2, 1994 in favor of Westin Realty Corp.
by Westin Hotels Limited Partnership. (3)
10.16 Loan Agreement dated as of June 2, 1994 between Westin Hotels
Limited Partnership and Westin Realty Corp. (3)
27. Financial Data Schedule
- ---------------
(1) Incorporated by reference to Exhibits 4.1, 4.2, 4.3, 10.3, 10.4, 10.5
and 10.6, respectively, to the Partnership's 1986 Annual Report on Form
10-K.
(2) Incorporated by reference to Exhibits 10.1 and 10.2, respectively, of
the Partnership's Registration Statement on Form S-11 (No.33-3918).
(3) Incorporated by reference to Exhibits 4.3, 4.5, 10.1, 10.3, 10.6, 10.8,
10.10, 10.12, 10.13, 10.14, 10.15, and 10.16, respectively, to the
Partnership's Form 10-Q for the period ending June 30, 1994.
(b) Reports on Form 8-K.
None
13
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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, thereunto duly authorized in the City of Seattle, State of
Washington, on the 6th day of November, 1995.
WESTIN HOTELS LIMITED PARTNERSHIP
(a Delaware limited partnership)
By: WESTIN REALTY CORP.,
Its sole General Partner
By: /s/ Richard Mahoney
------------------------------------
Richard Mahoney, Director,
Vice President, Chief Financial
Officer and Treasurer
14
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