<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 12, 1997
WESTIN HOTELS LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
Delaware 0-15097 91-1328985
- ---------------------------- ------------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
N/A
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
REPORT ON FORM 8-K
ITEM 5. OTHER EVENTS.
On March 12, 1997, in response to various offers to the limited
partners to purchase their units, ranging in price from $235 to $400 per unit,
the General Partner distributed a letter to its limited partners providing
certain unit sales price information. The letter indicates that the average
price recently reported for units that are being transferred through certain
secondary markets that specialize in trading limited partnership interests
("Limited Partnership Exchanges") is $473.03 per unit and the range in prices to
date for the first quarter of 1997 is $320.00 to $600.00 per unit. The General
Partner attributes this increase in prices over previous quarters to the
increased profitability in the upscale hotel industry in general and the
increased optimism for the Partnership in particular. This letter also states
that anticipating that the Hotels' strong operating results will continue and
having achieved the performance levels in 1996 required by the Restructuring
Agreement, the General Partner plans to reinstate cash distributions to the
limited partners in 1997.
In addition, the General Partner states that in 1996 it had 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 and that this decision will apply in 1997 as well. As of March 12, 1997,
the Partnership has approved 4,090 unit sales. Upon reaching 6,848 unit sales,
the General Partner will suspend unit sale transfers for the remainder of 1997
in order to comply with the 5% safe harbor.
A complete copy of this General Partner's letter to the limited
partners is included as an exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS
20.1 Letter to Limited Partners dated March 12, 1997.
*****
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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
DATE: March 12, 1997
2
<PAGE> 3
March 12, 1997
Dear Limited Partners:
It has come to our attention that various new offers to purchase units of Westin
Hotels Limited Partnership have been mailed to the limited partners. Apparently
the purchase prices being offered range from $235 to $400 per unit. This letter
is being sent in response to those offers. As stated in our first letter dated
September 26, 1996, regarding earlier offers, the General Partner is not
advising you to accept or reject either offer, but wants to provide you with the
following information updates. Choosing whether or not to sell is an individual
decision dependent upon your particular financial position so you should consult
with your financial advisor. You should also consult with your tax advisor
regarding the tax ramifications of selling your units.
Trading prices at Limited Partnership Exchanges continue to increase. The
General Partner believes this is a result of the increased profitability in the
upscale hotel industry in general and the increased optimism for the Partnership
in particular. To date, the average price is $473.03 per unit for sales of units
through Limited Partnership Exchanges in the first quarter of 1997, and the
range is $320.00 to $600.00 per unit.
In 1996 the General Partner 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% threshold will apply in 1997
as well. As a result, when sales of Partnership units reaches 6,848 in any one
year, the General Partner will suspend its approval of any unit sales transfer
requests for the remainder of that year in order to comply with the 5% safe
harbor. This may restrict your ability to sell your units. As of this date, the
Partnership has received and approved unit sales transfer requests totaling
4,090 units for the first quarter of 1997.
As reported in our recent quarterly mailings, the Partnership operations
continue to improve. Anticipating that the Hotels' strong operating results will
continue and having achieved the performance levels in 1996 required by the
Restructuring Agreement, the General Partner plans to reinstate cash
distributions to the limited partners in 1997.
The General Partner is aware that the limited partners may continue to receive
offers for their units of Westin Hotels Limited Partnership. The General Partner
does not intend to send written responses to those offers unless significant new
information arises or there is a material change in the data the General Partner
has provided to you.
Should you have any questions or concerns, please contact the Investor Relations
department weekdays from 8AM to 5PM PST at 1-800-344-5888.
Sincerely yours,
Westin Hotels Limited Partnership
by Westin Realty Corp., its General Partner
/s/ Richard Mahoney
Richard Mahoney
Vice President, Chief Financial Officer and Treasurer
