<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 June 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 of incorporation (I.R.S. Employer
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 June 30, 1995
INDEX
<TABLE>
<CAPTION>
Part I. FINANCIAL INFORMATION Page No.
- ---------------------------------- --------
<S> <C> <C>
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 - 12
Part II. OTHER INFORMATION
- ------------------------------
Item 6. Exhibits and Reports on Form 8-K 13 - 14
SIGNATURES 15
- ----------
</TABLE>
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>
June 30, 1995 December 31, 1994
------------- -----------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 8,273 $ 7,602
Guest and trade accounts receivable, less allowance for
doubtful accounts of $237 in 1995 and $216 in 1994 4,877 5,461
Other receivables 130 138
Inventories 676 639
Prepaid expenses and other current assets 816 1,553
-------- --------
TOTAL CURRENT ASSETS 14,772 15,393
PROPERTY AND EQUIPMENT, at cost, net of accumulated
depreciation of $85,740 in 1995 and $84,255 in 1994 217,423 204,518
RESTRICTED CASH 8,161 14,352
OTHER ASSETS 217 30
-------- ---------
TOTAL ASSETS $240,573 $234,293
======== ========
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade and other $ 2,230 $ 2,827
Westin and affiliates 938 820
-------- --------
Total accounts payable 3,168 3,647
Accrued expenses 8,255 8,888
Current maturities of long-term obligations 182 161
Other current liabilities 722 640
-------- --------
TOTAL CURRENT LIABILITIES 12,327 13,336
LONG-TERM OBLIGATIONS 124,708 123,517
LONG-TERM OBLIGATION TO GENERAL PARTNER 26,767 18,142
DEFERRED INCENTIVE MANAGEMENT FEES PAYABLE TO WESTIN 16,249 16,249
-------- --------
TOTAL LIABILITIES 180,051 171,244
-------- --------
MINORITY INTERESTS 3,363 3,359
-------- --------
PARTNERS' EQUITY (DEFICIT):
General Partner (1,713) (1,590)
Limited Partners (135,600 Units issued and outstanding) 58,872 61,280
-------- --------
TOTAL PARTNERS' EQUITY 57,159 59,690
-------- --------
TOTAL LIABILITIES AND EQUITY $240,573 $234,293
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
<PAGE> 4
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands of Dollars Except Per Unit Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ---------------------
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Rooms $16,060 $15,651 $28,082 $28,094
Food and beverage 7,114 7,526 13,050 14,275
Other operating departments 2,348 2,088 4,321 4,113
------- ------- ------- -------
TOTAL OPERATING REVENUES 25,522 25,265 45,453 46,482
------- ------- ------- -------
OPERATING EXPENSES:
Rooms 4,669 4,644 8,945 8,929
Food and beverage 6,126 6,306 11,992 12,345
Other operating departments 695 675 1,347 1,301
Administrative and general 2,655 2,369 4,824 4,503
Management fees 574 216 1,023 1,369
Advertising and business promotion 1,799 1,747 3,609 3,261
Property maintenance and energy 2,054 1,987 3,971 3,925
Local taxes and insurance 1,457 1,680 2,747 2,815
Rent 199 108 369 223
Depreciation and amortization 1,667 1,381 3,207 3,098
------- ------- ------- -------
TOTAL OPERATING EXPENSES 21,895 21,113 42,034 41,769
------- ------- ------- -------
OPERATING PROFIT 3,627 4,152 3,419 4,713
------- ------- ------- -------
OTHER INCOME (EXPENSE):
Interest income 221 46 503 78
Interest expense (2,669) (1,909) (5,314) (5,213)
Interest expense on long-term
obligation to General Partner (622) (55) (1,125) (55)
Other, net (11) (350) (10) (332)
------- ------- ------- -------
NET OTHER EXPENSE (3,081) (2,268) (5,946) (5,522)
------- ------- -------- --------
INCOME (LOSS) BEFORE
MINORITY INTERESTS 546 1,884 (2,527) (809)
MINORITY INTERESTS (21) (28) (4) (9)
------- ------- ------- -------
NET INCOME (LOSS) $ 525 $ 1,856 $(2,531) $ (818)
======= ======= ======= =======
NET INCOME (LOSS) PER UNIT
(135,600 Units issued and outstanding) $ 3.87 $ 13.69 $(18.67) $ (6.03)
======= ======= ======= =======
</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>
Six Months Ended June 30, 1995
------------------------------
General Limited
Partner Partners
------- --------
<S> <C> <C>
BALANCE AT DECEMBER 31, 1994 $(1,590) $61,280
Net loss (123) (2,408)
------- -------
BALANCE AT JUNE 30, 1995 $(1,713) $58,872
======= =======
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
5
<PAGE> 6
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
--------------------------
1995 1994
-------- -------
<S> <C> <C>
OPERATING ACTIVITIES:
Funds provided by operations $ 2,454 $ 3,550
Net change in receivables, inventories,
prepaid expenses and other current
assets, net of accounts payable, accrued
expenses and other current liabilities 262 (307)
-------- -------
Net cash provided by operating activities 2,716 3,243
-------- -------
INVESTING ACTIVITIES:
Acquisition of property and equipment, net of sales (15,749) (1,355)
(Increase) decrease in other assets (187) 3
Increase in restricted cash (9,374) (8,750)
Decrease in restricted cash to fund
acquisition of property and equipment 15,916 543
-------- -------
Net cash used in investing activities (9,394) (9,559)
-------- -------
FINANCING ACTIVITIES:
Increase in long-term obligation to General Partner 7,500 8,750
Repayment of long-term obligations (151) (2,649)
-------- -------
Net cash provided by financing activities 7,349 6,101
-------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 671 (215)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 7,602 4,506
-------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,273 $ 4,291
======== =======
</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.
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.
On May 12, 1995, Aoki Corporation sold for $537 million all of the stock
of Westin Hotel Company, which it has held indirectly through its wholly-owned
subsidiary, Caesar Park Hotel Investment, Inc. Westin Hotel Company was sold to
a joint venture formed specifically for the purpose of this acquisition by
Starwood Capital Group, L.P., affiliates of Goldman, Sachs & Co., and The
Edward Thomas Companies. Nomura Asset Capital Corporation has provided the
financing. Goldman, Sachs & Co. is an international investment banking firm
and has been an investor in both real estate and corporate ventures through its
Whitehall Funds and GS Capital Partners Fund. Starwood Capital Group, L.P. is a
private firm that invests on behalf of its principals, high net worth and
institutional partners. The Edward Thomas Companies is a Beverly Hills-based
hotel company that owns and operates hotels, including Shutters on the Beach in
Santa Monica.
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.
The sale of Westin Hotel Company does not change the structure of the
General Partners' and Limited Partners' ownership interests in either the
Partnership or Hotel Partnerships. Moreover, none of the new owners of Westin
Hotel Company have any beneficial ownership interest in the Partnership as a
Limited Partner.
The new owners of Westin have announced the appointment of Juergen
Bartels as Chairman and Chief Executive Officer of Westin Hotel Company. Their
present intentions are to retain current management and actively pursue the
growth and promotion of Westin.
8
<PAGE> 9
RESULTS OF OPERATIONS
This section analyzes the fluctuations between the three and six month
periods ended June 30, 1995 and 1994. References made to the results for the
period ended June 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 Six Months Ended
June 30, June 30,
------------------- ----------------------
Combined 1995 1994 1995 1994
------------------------------ ------- ------- -------- --------
<S> <C> <C> <C> <C>
Average Room Rate (ARR) $125.86 $116.41 $123.87 $116.53
Occupancy Rate 72.4% 76.2% 64.7% 68.7%
Profit Margin as a Percentage
of Revenues:
Rooms 70.9% 70.3% 68.1% 68.2%
Food and Beverage 13.9% 16.2% 8.1% 13.5%
</TABLE>
Three Months Ended 1995 Compared With 1994
During the second quarter of 1995, the Partnership realized a $3,627,000
operating profit, down $525,000 from the operating profit for the same 1994
three-month period as increases in operating expenses outpaced revenue
improvements. Operating revenues improved by $257,000 reflecting growth in the
rooms division and other operating departments which offset revenue declines in
the food and beverage division. The Partnership's operating expenses increased
by $782,000 as reductions in food and beverage operations and local taxes and
insurance were not sufficient to offset increases in management fees,
administrative & general costs, and the non-cash depreciation and amortization
expense. The change in management fees in connection with the Restructuring
Agreement resulted in a reduction in 1994 for previously accrued management
fees. Depreciation and amortization increased due to depreciation of
renovation cost as rooms were returned to service.
The 2.6 percent growth in rooms revenues to $16,060,000, from $15,651,000,
reflected an 8.1 percent improvement in the combined average room rate. This
improvement was partially offset by lower occupancy levels at both Hotels, down
3.8 percentage points from last year's combined level. The Westin St. Francis,
with approximately 1200 rooms, achieved the greatest improvement in rooms
revenue to $10,567,000, up $241,000 from the 1994 level, as the average house
rate rose 7.4 percent. The Westin Hotel, Chicago, with approximately 740
rooms, also experienced house rate improvements, up 9.4 percent from the 1994
level, to $5,493,000. The Westin St. Francis' occupancy levels were impacted
by the renovations occurring in the main building, which are nearing
completion, while The Westin Hotel, Chicago experienced lower group volumes as
compared to last year's level.
Due to slower banquet sales and with lower occupancy levels at both
Hotels, combined food and beverage revenues declined by 5.5 percent to
$7,114,000 from $7,526,000 for the same 1994 period. In addition, The Westin
Hotel, Chicago's revenues were further impacted by the reconfiguration and
remodeling of the Hotel's public facilities. Individually, The Westin St.
Francis experienced a $289,000 decline to
9
<PAGE> 10
$4,829,000, while The Westin Hotel, Chicago's results declined by $123,000 to
$2,285,000 when compared to last year's levels. Management is in the process
of addressing ways to improve this division's profitability, as discussed
below.
Combined rooms profits increased $384,000 to $11,391,000 when compared
with the second quarter of 1994. The majority of this increase is attributable
to higher revenues at both Hotels, as related costs were comparable to 1994
levels. Combined food and beverage profits dropped $232,000 to $988,000 as
both Hotels were unable to significantly lower related costs and banquet
business declined. Management continues to strive to maintain operations at
levels commensurate with those attained in 1994.
Combined profits from other operating departments, up $240,000 from 1994
levels, contributed $1,653,000 to the gross operating profit due to a
combination of revenue improvements, including the implementation of a new
tenant lease at The Westin St. Francis, and a $50,000 one-time rebate for
telephone service at The Westin Hotel, Chicago. Management fees, as discussed
earlier, increased by $358,000 as 1994 accruals were reduced as a result of the
debt restructuring that took place last year. The 1995 base management fees
reflect the lower fee percentage (2.25%) stipulated in the Restructuring
Agreement. Administrative and general expense increased $286,000 reflecting
contractual labor bonuses and higher credit card fees.
Interest income increased by $175,000 for the interest earned by the
Partnership on the FF&E Reserve Accounts containing the funds used to support
the Hotels' renovations. Interest expense on the mortgage loans increased
$760,000 due to the cumulative adjustment made in 1994 which reduced interest
expense reported for that period as a result of the debt restructuring. As
provided in the debt restructuring, the General Partner has completed the
funding of the subordinated loan (listed as Long-term Obligation to General
Partner on the Consolidated Balance Sheets) in the amount of $25,000,000, for
the capital renovations. The Partnership accrued interest expense on this
subordinated loan, which bears interest at an annual rate of prime plus 1% as
specified in the Partnership Agreement, totalling $622,000 during this
three-month period.
Six Months Ended 1995 Compared With 1994
The Partnership's $3,419,000 operating profit for the six months ended
June 30, 1995 declined $1,294,000 from last year's level of $4,713,000. The
operating results reflected profit declines in food and beverage operations and
higher advertising and business promotion expense due to special promotions and
staffing of positions vacant during the first quarter of 1994. As a result of
the decline in operating profit and higher interest expense, the Partnership's
net loss of $2,531,000, for the six-month period, was $1,713,000 greater than
that for the same 1994 period.
The Westin St. Francis achieved a 4.3 percent increase in its average room
rate which essentially was offset by the 3 percentage point decline in
occupancies, resulting in a slight decline (0.3 percent) in rooms revenue to
$19,539,000 as compared to last year's $19,595,000. The Westin St. Francis
experienced a slight increase in rooms related costs due to higher travel
agency commissions. The Westin Hotel, Chicago achieved a 10.2 percent
improvement in the average room rate and, even though the Hotel's occupancy
rate slid 5.6 percentage points as the renovations were completed, The Westin
Hotel, Chicago realized a $44,000 improvement in rooms revenue. At the same
time, The Westin Hotel, Chicago was able to lower related costs, thereby
improving the profit generated by its rooms division by $53,000 over the same
period last year.
Combined food and beverage profits declined $872,000 to $1,058,000 as both
Hotels suffered from slow banquet sales. The Westin Hotel, Chicago has
reconfigured its food and beverage outlets to improve
10
<PAGE> 11
operating results in this division while continuing to service the guests'
needs. The Westin St. Francis is in the early stages of implementing a plan to
provide more space for banquet business with the goal of increasing banquet
revenues thereby improving this division's profitability.
In view of the Hotels' performance during the first six months of 1995 and
the potential for lower revenues throughout the remainder of 1995, management
is focusing on the implementation of additional cost containment measures.
Liquidity and Capital Resources
The Partnership had cash and cash equivalents of $8,273,000 at June 30,
1995, a $671,000 increase from December 31, 1994. During the first six months
of 1995, funds contributed by operations equaled $2,716,000. Available Net
Cash Flow (defined in the Restructuring Agreement) in the amount of $1,874,000
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 $1,874,000 from
available net cash flow comprises the $9,374,000 increase in restricted cash
for the six months ended June 30, 1995.
Second quarter capital expenditures totalling $7,548,000, the majority of
which occurred at The Westin St. Francis, were primarily funded from the FF&E
Reserve Accounts. So far this year, a total of $15,749,000 has been expended
for capital expenditures with an additional $16,500,000 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 August 14, 1995, $2,647,000 will be deposited to the FF&E Reserve
Accounts from Net Available Cash Flow as stipulated in the Restructuring
Agreement.
For 1995, the capital budget (including funds spent prior to June 30, 1995
and expenditures projected for the remaining six months) totals $32.2 million.
Of this amount, The Westin St. Francis budgeted $26.1 million for capital
improvements in 1995, of which $11.3 million will be spent on guest rooms,
$0.8 million on food and beverage outlets, $10.3 million in other areas
including fire, life, and safety upgrades and ADA compliance, and $3.7 million
on the facade project. As of June 30, 1995, 70 percent of the main building
guest rooms was completed and the Hotel has begun work on the Tower guest
rooms. The Westin Hotel, Chicago budgeted $6.1 million for capital
improvements in 1995 of which $3.5 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 $10.2 million as the Hotels continue work on the
facades and food and beverage outlets with the major portion of these
expenditures slated for work at The Westin St. Francis. These estimated
amounts are within the limits required by the Restructuring Agreement. 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.
11
<PAGE> 12
The General Partner believes that, under the Restructuring Agreement, the
Partnership's liquidity will be improved significantly. However, no cash
distributions to the Limited Partners may be made during 1995 as provided in
the Restructuring Agreement, although distributions may occur in 1996 from the
FF&E Reserve Accounts and in 1997 and thereafter from available cash flow. In
either case, Limited Partner distributions must be based on the Hotels first
achieving certain performance levels as specifically outlined in the
Restructuring Agreement. At this time, achieving these levels, thus allowing
for a cash distribution to the Limited Partners in 1996, appears unlikely.
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 has been improving 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.
12
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
<TABLE>
<S> <C>
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)
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)
</TABLE>
13
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<TABLE>
<S> <C>
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
- --------------------
</TABLE>
(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.
Report dated May 26, 1995 announcing the sale of Westin Hotel
Company, manager of the Hotels and controlling affiliate of the
General Partner and Hotel General Partners.
Report dated June 9, 1995 announcing the appointment of Arthur
Andersen LLP as Registrant's certifying accountant.
14
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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 9th day of August, 1995.
WESTIN HOTELS LIMITED PARTNERSHIP
(a Delaware limited partnership)
By: WESTIN REALTY CORP.,
Its sole General Partner
By: /s/ Raymond J. Whitty
----------------------------------
Raymond J. Whitty, Director,
Vice President, Chief Financial
Officer and Treasurer
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND THE CONSOLIDATED STATEMENTS OF OPERATIONS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
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0
0
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