<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, 1996
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)
<TABLE>
<S> <C>
Delaware 91-1328985
------------------------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation or organization (I.R.S. Employer 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
------------------------------------
</TABLE>
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, 1996
INDEX
<TABLE>
<CAPTION>
Part l. 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 - 10
Part II. OTHER INFORMATION
Item 5 Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11- 12
SIGNATURES 12
</TABLE>
-2-
<PAGE> 3
PART I. FINANCIAL INFORMATION
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
---------------------- -------------------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 10,524 $ 10,345
Guest and trade accounts receivable, less allowance for
doubtful accounts of $215 in 1996 and $213 in 1995 7,379 4,745
Other receivables 200 109
Inventories 492 516
Prepaid expenses and other current assets 1,720 1,677
-------- --------
TOTAL CURRENT ASSETS 20,315 17,392
PROPERTY AND EQUIPMENT, at cost, net of accumulated
depreciation and amortization of $95,159 in 1996 and
$89,412 in 1995 231,822 225,355
RESTRICTED CASH 4,756 3,555
OTHER ASSETS 370 396
-------- --------
TOTAL ASSETS $ 257,263 $ 246,698
======== ========
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade and other $ 2,363 $ 2,491
Westin and affiliates 1,037 613
-------- --------
Total accounts payable 3,400 3,104
Accrued expenses 8,590 7,859
Current maturities of long-term obligations 160 172
Other current liabilities 1,315 715
-------- --------
TOTAL CURRENT LIABILITIES 13,465 11,850
LONG-TERM OBLIGATIONS 126,718 125,662
LONG-TERM OBLIGATION TO GENERAL PARTNER 30,093 28,098
DEFERRED INCENTIVE MANAGEMENT FEES PAYABLE TO WESTIN
18,311 16,249
-------- --------
TOTAL LIABILITIES 188,587 181,859
MINORITY INTERESTS 3,520 3,436
PARTNERS' EQUITY (DEFICIT):
General Partner (1,973) (1,795)
Limited Partners (135,600 Units issued and outstanding) 67,129 63,198
-------- --------
TOTAL PARTNERS' EQUITY 65,156 61,403
-------- --------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 257,263 $ 246,698
======== ========
</TABLE>
The accompanying notes are an integral part of these 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 Nine Months Ended
September 30, September 30,
--------------------- --------------------
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Rooms $ 19,701 $ 16,663 $ 52,310 $ 44,745
Food and beverage 6,389 6,196 18,814 19,246
Other operating departments 2,709 2,451 7,806 6,772
-------- -------- -------- --------
TOTAL OPERATING REVENUES 28,799 25,310 78,930 70,763
-------- -------- -------- --------
OPERATING EXPENSES:
Rooms 5,114 4,612 14,230 13,557
Food and beverage 5,345 5,249 15,271 17,241
Other operating departments 744 710 2,102 2,057
Administrative and general 2,275 2,110 7,123 6,846
Management fees 1,314 570 3,838 1,593
Advertising and business promotion 1,861 1,544 5,497 5,153
Property maintenance and energy 2,201 2,064 6,203 6,035
Local taxes and insurance 1,645 1,531 4,719 4,366
Rent 191 201 567 570
Depreciation and amortization 2,096 1,904 5,885 5,111
-------- -------- -------- --------
TOTAL OPERATING EXPENSES 22,786 20,495 65,435 62,529
-------- -------- -------- --------
OPERATING PROFIT 6,013 4,815 13,495 8,234
-------- -------- -------- --------
OTHER INCOME (EXPENSE):
Interest income 199 214 507 717
Interest expense (2,702) (2,670) (8,101) (7,984)
Interest expense on long-term obligation
to General Partner (685) (659) (1,995) (1,784)
Other, net (1) 3 (69) (7)
-------- -------- -------- --------
NET OTHER EXPENSE (3,189) (3,112) (9,658) (9,058)
-------- -------- -------- --------
INCOME (LOSS) BEFORE
MINORITY INTERESTS 2,824 1,703 3,837 (824)
MINORITY INTERESTS (43) (32) (84) (36)
-------- -------- -------- --------
NET INCOME (LOSS) $ 2,781 $ 1,671 $ 3,753 $ (860)
======== ======== ======== ========
NET INCOME (LOSS) PER UNIT
(135,600 Units issued and outstanding) $ 20.51 $ 12.32 $ 27.68 $ (6.34)
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-4-
<PAGE> 5
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
(In Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1996
----------------------------------------
General Limited
Partner Partners
----------- ------------
<S> <C> <C>
BALANCE AT DECEMBER 31, 1995 $(1,795) $63,198
Net income (loss) (178) 3,931
------- ------
BALANCE AT SEPTEMBER 30, 1996 $(1,973) $67,129
======= ======
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-5-
<PAGE> 6
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------------
1996 1995
------- -------
<S> <C> <C>
OPERATING ACTIVITIES:
Funds provided by operations $ 14,827 $ 7,153
Net change in receivables, inventories,
prepaid expenses and other current assets,
net of accounts payable, accrued expenses
and other current liabilities (1,117) (9)
-------- --------
Net cash provided by operating activities 13,710 7,144
-------- --------
INVESTING ACTIVITIES:
Acquisition of property and equipment, net of sales (12,352) (22,223)
Increase in restricted cash (13,068) (12,020)
Decrease in restricted cash to fund acquisition of
property and equipment 11,994 22,418
Decrease (increase) in other assets 26 (209)
-------- --------
Net cash used in investing activities (13,400) (12,034)
-------- --------
FINANCING ACTIVITIES:
Increase in long-term obligation to General Partner -- 7,500
Repayment of long-term obligations (131) (206)
-------- --------
Net cash (used in) provided by financing activities (131) 7,294
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 179 2,404
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 10,345 7,602
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 10,524 $ 10,006
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-6-
<PAGE> 7
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, a Delaware 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 downtown 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 prior period's amounts have been reclassified to conform with the 1996
presentation.
The consolidated financial statements and related information for the
periods ended September 30, 1996 and September 30, 1995 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, 1996 and September 30, 1995 should not be regarded
as indicative of the results that may be expected for the full year.
(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 1995 for information
regarding significant accounting policies, Partnership organization, restricted
cash, accrued expenses, long-term obligations, operating leases, 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, tourists, conventions and other groups. 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.
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 month and nine
month periods ended September 30, 1996 and 1995. References made to the results
for the period ended September 30, 1995 are taken from the historical financial
statements of the Partnership for that period. The table below presents key
statistics used in the analysis:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
Combined 1996 1995 1996 1995
------------------------- ------- ------ ------ ------
<S> <C> <C> <C> <C>
REVPAR (Revenue
Per Available Room) $110.84 $93.75 $98.82 $84.69
Profit Margin as a Percentage
of Revenues:
Rooms 74.0% 72.3% 72.8% 69.7%
Food and Beverage 16.3% 15.3% 18.8% 10.4%
</TABLE>
Three months ended 1996 compared with 1995
Operating profits of $6.0 million for the third quarter of 1996
represents a 24.9% improvement over third quarter 1995's operating profits.
Operating revenues increased 13.8% to $28.8 million over the same 1995 period as
a result of increased occupancies and higher room rates in the third quarter.
Total operating expenses increased 11.2% to $22.8 million in the third quarter
of 1996 over 1995, although $0.7 million or 32.5% of the increase was attributed
to management fees. Incentive management fees were not earned in 1995 under the
formula provided in the management contract. Rooms, food and beverage, and other
operating department expenses increased in relation to higher occupancies,
although operating efficiencies helped reduce operating costs per occupied room.
Combined REVPAR for the third quarter of 1996 increased 18.2% over the same
period in 1995. Combined rooms revenues increased to $19.7 million, a $3.0
million increase from the third quarter of 1995. The Westin St. Francis
contributed $1.8 million and The Westin Hotel, Chicago contributed $1.2 million
to this improvement. The increase in REVPAR for the quarter represents a 3.9
percentage point
-8-
<PAGE> 9
increase in combined occupancy rate and a 12.5% increase in combined average
room rate to $138.36. The Westin St. Francis attributes its REVPAR increase to
strong group business in August and to strategic bookings of higher rated
individual travel business over groups during high demand periods. The Westin
Hotel, Chicago reported significant increases in group bookings, especially in
the last two months of the quarter, all at higher rates than in 1995, plus
increases in certain segments of the individual travel category.
The increase in rooms revenues offset by a 10.9% increase in rooms costs
resulted in rooms profits of $14.6 million for the third quarter of 1996, which
is 21.0% better than the same 1995 quarter. The Westin St. Francis reported a
19.5% increase in rooms profits from a 16.8% increase in revenues whereas The
Westin Hotel Chicago had a 23.7% increase in rooms profits from a 20.9% increase
in rooms revenue. Cost per occupied room increased $2.29 or 5.9% and $1.36 or
5.2% at The Westin St. Francis and The Westin Hotel, Chicago, respectively.
In the third quarter of 1996, combined food and beverage revenues increased
3.1% to $6.4 million over the same 1995 period. Each hotel contributed about
$0.1 million to the $0.2 million improvement. At The Westin St. Francis, overall
revenues were up due to increased banquet revenues and a growth in sales at
their food and beverage outlets. The former Dutch Kitchen reopened July 1 as the
St. Francis Cafe and contributed positively to the increased revenues. The
Westin Hotel, Chicago showed improvements in both food and beverage outlet and
banquet sales.
Combined food and beverage profits of $1.0 million, $0.6 million from The
Westin St. Francis and $0.4 million from The Westin Hotel, Chicago, represents a
10.2% improvement for the third quarter of 1996 over 1995. This improvement in
the third quarter of 1996 over the third quarter 1995 can be attributed to cost
controls at The Westin St. Francis. This offsets the small percentage rise in
increased costs in relation to increased revenues at The Westin Hotel, Chicago.
Other operating departments revenues rose 10.5% over the third quarter of
1995 due in part to the increase in occupancies. At The Westin St. Francis, the
garage, telephone, laundry, valet and business center departments all reported
more revenues in the third quarter of 1996 than in 1995. At The Westin Hotel,
Chicago, telephone and garage revenues were up due to the increase in room
nights and the garage revenues were up due to price increases as well. In
addition, sub-rental revenues were up at both Hotels due to changes in tenants.
Nine months ended 1996 compared with 1995
For the nine months ended September 30, 1996 operating profits of $13.5
million were a 63.9% improvement over the same period in 1995. Rooms revenues
contributed significantly to this increase and can be attributed in part to the
improved demand the up-scale lodging industry is currently experiencing and to a
renovated rooms product. Because combined rooms expenses increased only $0.7
million, the Hotels realized $6.9 million of the increase in rooms revenues as
rooms profit. Although combined food and beverage revenues were down $0.4
million for the first nine months of 1996 due primarily to the closure of low
margin outlets at The Westin St. Francis, the closure combined with other cost
controls resulted in a decrease of food and beverage expenses of $2.0 million.
Thus the Hotels were able to achieve a $1.5 million increase in food and
beverage profits over the first nine months of 1995. As previously noted,
management fees have increased because incentive management fees have been
generated in 1996.
Combined REVPAR increased 16.7% or $14.13. Rooms revenues of $52.3 million
represents a $7.6 million increase over year-to-date 1995. The Westin St.
Francis saw its greatest increases in room rates in the individual travel
category, because the Hotel was able to book rooms at a higher rate in high
occupancy periods, and in greater volumes in the group category. At The Westin
Hotel, Chicago, higher occupancies and rates in almost every segment of the
group travel category were the primary contributors to the increased revenues as
well as higher rates in the individual travel category. The Westin St. Francis
-9-
<PAGE> 10
had an increase in rates of $10.64, an increase in occupancy rate of 4.3
percentage points, and a decrease in cost per occupied room of $0.53. The Westin
Hotel Chicago had an increase in rates of $14.41, an increase in occupancy rate
of 4.6 percentage points, and a decrease in cost per occupied room of $0.55.
Rooms profits increased 22.1% to $38.1 million during the first nine months
of 1996 over 1995. Room costs increases of only 5.0% resulted in a reduction of
cost per occupied room despite the increased occupancy. This is a direct result
of tight control of labor and operating expenses at both Hotels.
Food and beverage revenues increased 10.9% at The Westin Hotel, Chicago for
the year-to-date but decreased at The Westin St. Francis 7.2% resulting in a
combined decrease of $0.4 million over the same nine month period in 1995. Both
Hotels reported strong banquet revenues due to the expansion and increased
promotion of this segment. Although banquet revenues at The Westin St. Francis
were up, it was not enough to offset the declines in outlet food and beverage
revenues as a result of the closure of the higher priced restaurants, Victor's
and the St. Francis Grill. However, closure of these less profitable outlets
also contributed positively to the increased food and beverage department
profits, which have increased 76.7% over the 1995 period.
Liquidity and Capital Resources
The Partnership had cash and cash equivalents of $10.5 million at September
30, 1996, up $0.2 million from December 31, 1995. During the first nine months
of 1996, operating activities contributed $13.7 million. As stipulated in the
Restructuring Agreement, funding of available net cash flow into the FF&E
Reserve Accounts totaled $13.1 million. During the nine months ended September
30, 1996, funds from the FF&E Reserve Accounts were used to acquire property and
equipment totaling $12.4 million.
For 1996 The Westin St. Francis has budgeted $15.5 million for capital
improvements - $4.6 million for facade restoration, $2.8 million for food and
beverage renovations, $2.7 million for renovations to tower guest rooms, and
$5.4 million for fire/life safety upgrades, ADA compliance and other projects.
Renovations of the tower guest rooms at The Westin St. Francis were completed in
May, 1996. For 1996, The Westin Hotel, Chicago has budgeted $3.1 million for
capital improvements - $0.8 million for facade restoration, $0.9 million for
food and beverage outlet renovations, and $1.4 million for elevator
modernization and other projects. All capital projects have either been approved
by the lender or 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. On or before November 14, 1996, net
available cash flows generated during the third quarter of 1996 totaling $4.9
million will be deposited in the FF&E Reserve Accounts.
The Partnership's liquidity is continuing to improve as the Hotels realize
stronger operating results. The Hotels did not achieve sufficient cash flow to
provide for distributions in 1996. Therefore, no distributions will be made to
the Limited Partners prior to 1997. Given current cash flow projections and
barring any unforeseen circumstances, the General Partner anticipates that the
Partnership will be in a position to resume distributions during 1997 based on
available cash flows generated in 1997, as defined in the Partnership Agreement.
However, there can be no assurance that this will occur or that the Partnership
will achieve sufficient cash flow.
In 1996, as in 1995, the General Partner is focusing on the renovations at
both Hotels, overseeing their completion so as to minimize any negative impact
on operations. The real estate market for upscale properties is continuing to
improve and the General Partner continues to monitor these market conditions
with the goal of optimizing the value of the Partnership's properties to the
Limited Partners.
-10-
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
As indicated in the October 11, 1996, letter to the limited partners
addressing certain tax issues and the potential effect on unit transfers, the
General Partner has determined it to be in the best interest of the Partnership
to implement a unit transfer policy that relies on the protections of the 5%
safe harbor, promulgated by the Internal Revenue Service, to prevent the
Partnership from being deemed a "publicly traded partnership"
pursuant to Section 7704 of the Internal Revenue Code. The 5% safe harbor
applies if the sum of the percentage interests in partnership capital or profits
represented by units traded during any calendar year does not exceed 5% of the
total Partnership. The Partnership has already processed 4,485 unit sales in
1996 and has received transfer requests for 2,776 unit sales for the fourth
quarter of 1996, of which 1,089 are proper transfer requests and 1,687 are
pending. When the General Partner has approved transfer requests of 1,274 more
units and the Partnership reaches 1996 units sales aggregating 6,848, the
General Partner will suspend its approval of any unit sales transfer requests
for the remainder of 1996 in order to comply with the 5% safe harbor.
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 TheWestin 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)
-11-
<PAGE> 12
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.
****
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 4th day of November, 1996.
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
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 10,524
<SECURITIES> 0
<RECEIVABLES> 7,794
<ALLOWANCES> 215
<INVENTORY> 2,212
<CURRENT-ASSETS> 20,315
<PP&E> 326,981
<DEPRECIATION> 95,159
<TOTAL-ASSETS> 257,263
<CURRENT-LIABILITIES> 13,465
<BONDS> 126,718
0
0
<COMMON> 0
<OTHER-SE> 65,156
<TOTAL-LIABILITY-AND-EQUITY> 257,263
<SALES> 0
<TOTAL-REVENUES> 78,930
<CGS> 31,603
<TOTAL-COSTS> 33,832
<OTHER-EXPENSES> 9,658
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,101
<INCOME-PRETAX> 3,753
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,753
<EPS-PRIMARY> 27.68
<EPS-DILUTED> 0
</TABLE>
