<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 March 31, 1997
-----------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------- EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-15097.
-------
WESTIN HOTELS LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charters)
Delaware 91-1328985
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 Sixth Avenue, Seattle, Washington 98121
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(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
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WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
REPORT ON FORM 10-Q
For the Quarter Ended March 31, 1997
INDEX
<TABLE>
<CAPTION>
Part l. FINANCIAL INFORMATION Page No.
- ------- --------------------- --------
<S> <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>
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PART I. FINANCIAL INFORMATION
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
ASSETS
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents, including restricted cash $ 9,722 $ 14,752
of $948 in 1997 and $540 in 1996
Guest and trade accounts receivable, less allowance for
doubtful accounts of $247 in 1997 and $232 in 1996 7,946 6,511
Other receivables 241 450
Inventories 474 516
Prepaid expenses and other current assets 1,187 1,281
--------- ---------
TOTAL CURRENT ASSETS 19,570 23,510
PROPERTY AND EQUIPMENT, at cost, net of accumulated
depreciation of $99,044 in 1997 and $97,355 in 1996 232,987 233,257
RESTRICTED CASH 9,767 6,018
OTHER ASSETS 362 363
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TOTAL ASSETS $ 262,686 $ 263,148
========= =========
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade and other $ 2,041 $ 1,937
Westin and affiliates 547 1,171
--------- ---------
Total accounts payable 2,588 3,108
Accrued expenses 8,741 9,274
Current maturities of long-term obligations 163 159
Other current liabilities 999 1,353
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TOTAL CURRENT LIABILITIES 12,491 13,894
LONG-TERM OBLIGATIONS 127,472 127,085
LONG-TERM OBLIGATION TO GENERAL PARTNER 31,499 30,795
DEFERRED INCENTIVE MANAGEMENT FEES PAYABLE TO WESTIN
20,636 19,425
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TOTAL LIABILITIES 192,098 191,199
COMMITMENTS AND CONTINGENCIES
MINORITY INTERESTS 3,570 3,568
PARTNERS' EQUITY (DEFICIT):
General Partner (2,130) (2,026)
Limited Partners (135,600 Units issued and outstanding) 69,148 70,407
--------- ---------
TOTAL PARTNERS' EQUITY 67,018 68,381
--------- ---------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 262,686 $ 263,148
========= =========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except per Unit Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
---- ----
<S> <C> <C>
OPERATING REVENUES:
Rooms $ 16,585 $ 13,882
Food and beverage 7,456 5,542
Other operating departments 2,353 2,330
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TOTAL OPERATING REVENUES 26,394 21,754
-------- --------
OPERATING EXPENSES:
Rooms 4,990 4,305
Food and beverage 5,885 4,694
Other operating departments 786 664
Administrative and general 2,570 2,154
Management fees 1,804 1,122
Advertising and business promotion 1,993 1,777
Property maintenance and energy 2,061 1,994
Local taxes and insurance 1,992 1,768
Rent 205 192
Depreciation and amortization 2,245 1,968
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TOTAL OPERATING EXPENSES 24,531 20,638
-------- --------
OPERATING PROFIT 1,863 1,116
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OTHER INCOME (EXPENSE):
Interest income 223 166
Interest expense (2,733) (2,690)
Interest expense on long-term obligation
to General Partner (704) (647)
Other, net (10) --
-------- --------
NET OTHER EXPENSE (3,224) (3,171)
-------- --------
LOSS BEFORE MINORITY INTERESTS (1,361) (2,055)
MINORITY INTERESTS (2) 5
-------- --------
NET LOSS $ (1,363) $ (2,050)
======== ========
NET LOSS PER UNIT (135,600 Units issued and outstanding) $ (10.05) $ (15,12)
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partner Partners
------- -------
<S> <C> <C>
BALANCE AT DECEMBER 31, 1996 $ (2,026) $ 70,407
Net loss (104) (1,259)
-------- --------
BALANCE AT MARCH 31, 1997 $ (2,130) $ 69,148
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Funds provided by operations $ 3,185 $ 1,532
Net change in receivables, inventories,
prepaid expenses and other current assets,
net of accounts payable, accrued expenses
and other current liabilities (2,497) (87)
-------- --------
Net cash provided by operating activities 688 1,445
-------- --------
INVESTING ACTIVITIES:
Acquisition of property and equipment, net of sales (1,975) (3,857)
Increase in restricted cash (6,219) (4,733)
Decrease in restricted cash to fund acquisition of
property and equipment 2,514 3,797
Decrease in other assets 1 7
-------- --------
Net cash used in investing activities (5,679) (4,786)
-------- --------
FINANCING ACTIVITIES:
Repayment of long-term obligations (39) (43)
-------- --------
Net cash used in financing activities (39) (43)
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (5,030) (3,384)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 14,752 10,345
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 9,722 $ 6,961
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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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, a Delaware limited partnership (the
"Partnership"), and its subsidiary limited partnerships, The Westin St. Francis
Limited Partnership and The Westin Chicago Limited Partnership. 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 Michigan Avenue, Chicago (formerly The Westin Hotel,
Chicago) in downtown Chicago, Illinois. All significant intercompany
transactions and accounts have been eliminated. Certain of the prior period's
amounts have been reclassified to conform with the 1997 presentation.
The consolidated financial statements and related information for the
periods ended March 31, 1997 and March 31, 1996 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 ended March
31, 1997 and March 31, 1996 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 1996 for information
regarding significant accounting policies, Partnership organization, restricted
cash, accrued expenses, long-term obligations, operating leases, commitments and
contingencies, and related party transactions.
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<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 Michigan
Avenue, Chicago (individually a "Hotel", collectively the "Hotels") is on
business travelers, tourists, conventions and other groups. In January 1997 The
Westin Hotel, Chicago was renamed The Westin Michigan Avenue, Chicago to
distinguish it from The Westin River North, Chicago also located in downtown
Chicago. Both The Westin St. Francis and The Westin Michigan Avenue, Chicago
experience seasonal trends, with the lowest occupancy levels occurring during
the first quarter, followed by increased occupancies 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 periods
ended March 31, 1997 and 1996. References made to the results for the period
ended March 31, 1996 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
March 31,
---------
Combined 1997 1996
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<S> <C> <C>
REVPAR (Revenue per available room) $95.53 $78.96
Profit Margin as a Percentage
of Revenues:
Rooms 69.9% 69.0%
Food and Beverage 21.1% 15.3%
EBITDA (In thousands) $4,321 $3,250
</TABLE>
Three Months Ended 1997 Compared With 1996
Operating profits for the first quarter of 1997 increased $0.7 million over
the first quarter of 1996 to $1.9 million. Both Hotels reported higher profits,
which were driven by increased operating revenues of 21.3% over the same 1996
period, and by cost controls, which limited the rise in operating expenses to
18.9%.
Combined rooms revenues for the first three months of 1997 increased $2.7
million or 19.5% when compared to the same 1996 period. REVPAR for both Hotels
combined for the three months ended March 31, 1997, increased 21.0% to $95.53
over the same period in 1996 due to a 3.8 percentage point increase in occupancy
to 64.9% and a 13.9% increase in average room rate to $147.10. The $2.0 million
increase in rooms revenues at The Westin St. Francis was due primarily to a
20.0% increase in average room rate over the same 1996 period. The $0.7 million
increase in rooms revenues at The Westin Michigan Avenue, Chicago was due
primarily to a 8.5 percentage point increase in occupancy. Both Hotels reported
increases
-8-
<PAGE> 9
in room nights from the group segment. The Westin Michigan Avenue,
Chicago reported some loss in revenues from displaced room nights due to
renovations but benefited from special price/value weekend promotions.
Combined rooms profits increased 21.1% or $2.0 million to $11.6 million
over the same 1996 quarter. The Westin St. Francis' rooms profit of $8.5 million
was $1.5 million greater than first quarter 1996 and represents a 1.1 percentage
point increase in their rooms profit margin. The Westin Michigan Avenue,
Chicago's rooms profit of $3.1 million was $0.5 million greater than first
quarter 1996 and represents a 0.3 percentage point increase in their rooms
profit margin. The rooms profit growth resulted from the room revenue growth and
cost containment measures practiced by both Hotels.
The sizable increase in group business at both Hotels during the first
quarter of 1997 positively affected food and beverage catering and banquet
volume. The resulting food and beverage revenues of $7.5 million when compared
to the first quarter of 1996 were $1.9 million or 34.5% greater. The Westin St.
Francis and The Westin Michigan Avenue, Chicago, reported food and beverage
revenues of $5.6 million and $1.8 million, respectively, for the first three
months of 1997 which represents increases of 36.7% and 28.4%, respectively, over
the same 1996 period. The Westin St. Francis also credits the success of focused
marketing efforts directed at attracting the higher revenue producing corporate
banquet and catering business to their newly updated banquet facilities for this
increase.
Tight control of labor costs and operating expenses resulted in a $0.7
million or 85.3% increase in combined food and beverage profits which translates
to a 5.8 percentage point increase in the profit margin achieved by the Hotels
on their increased food and beverage revenues over the first quarter of 1996.
The Hotels other operating departments reported a net profit of $1.6
million for the period ended March 31, 1997, which was $0.1 million less than
that reported for the same 1996 period.
The most significant rise in operating expenses for the first quarter of
1997 was in management fees, which increased $0.7 million over the first quarter
of 1996. The majority of this increase, $0.6 million, is related to incentive
management fees and can be attributed to The Westin St. Francis' higher
projected net cash flow in 1997 compared to 1996. Incentive management fees are
not paid until the limited partners receive a preferred return.
For the first quarter of 1997 compared to the first quarter of 1996, the
Partnership's EBITDA improved $1.1 million or 33.0% to $4.3 million, including
accruals for incentive management fees not currently requiring cash of $1.2
million and $0.6 million for the first quarter of 1997 and 1996, respectively.
EBITDA is net earnings (loss) before interest expense, depreciation and
amortization, and before minority interests. The General Partner considers
EBITDA to be a measure of the Partnership's operating performance due to the
significance of the Partnership's long-lived assets and because such data can be
used to measure the Partnership's ability to service debt, fund capital
expenditures and pay cash distributions. EBITDA is not intended to represent
cash flow from operations as defined by generally accepted accounting principles
and such information should not be considered as an alternative to net income,
cash flow from operations or any other performance measure prescribed by
generally accepted accounting principles.
Liquidity and Capital Resources
As of March 31, 1997, the Partnership had cash and cash equivalents of $9.7
million, a $5.0 million decrease from December 31, 1996. Total net cash provided
by operating activities for the first quarter of 1997 equaled $0.7 million.
Starting January 1, 1997, pursuant to the Restructuring Agreement, the
Partnership is required to make quarterly deposits to the FF&E Reserve Accounts
of 5.0% of gross revenue through maturity of the Mortgage Loan in 2001 to fund
capital improvements. Therefore, on or before May 15, 1997, $1.3 million will be
deposited in the FF&E Accounts. During the three months ended March 31, 1997,
The Westin St. Francis and The Westin Michigan Avenue, Chicago, expended $1.7
million and $0.8 million, respectively, from their FF&E Reserve Accounts. The
combined balances of the Hotels' FF&E Reserve Accounts are included in
Restricted Cash on the Consolidated Balance Sheets.
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<PAGE> 10
Commencing in 1996, the Restructuring Agreement terms require that both
Hotels make deposits into Tax Escrow Accounts for payment of real and personal
property taxes. The combined balances of these Tax Escrow Accounts are included
in Cash and Cash Equivalents under Current Assets on the Consolidated Balance
Sheets.
The Hotels have budgeted approximately $14.3 million for capital
expenditures in 1997. The Westin St. Francis, entering the final phase of
facility restoration, will spend approximately $7.1 million on capital
improvements in 1997, of which $0.4 million is to be spent on renovating suites,
$0.8 million on food and beverage banquet rooms, $3.6 million in other areas
including EDP equipment, ADA compliance, and fire/life safety upgrades, and $2.3
million on the facade project. The facade restoration at The Westin St. Francis
has a projected 1998 completion date. The Westin Michigan Avenue, Chicago
expects to spend $7.2 million for capital improvements during 1997. This Hotel
will renovate its tower rooms at a cost of $3.5 million, which will enhance the
Hotel's ability to compete in the highly competitive Chicago market. In
addition, $0.4 million will be spent on sidewalks and planters, $1.3 million for
EDP equipment and updating of engineering systems, and $2.0 million for food and
beverage outlets. All capital projects have been approved by the Lender.
The Mortgage Loans, as restructured, provided for the suspension of
principal payments through December 1, 1998. Under the terms of the Mortgage
Loan, the Partnership is scheduled to make interest payments of $9.2 million in
1997.
On April 16, 1997, the Partnership entered into a non-binding expression of
intent with Teacher Retirement System of Texas to modify certain terms of the
existing mortgage loans. This restructuring was approved by the Real Estate
Committee of the Board of Trustees at Teacher Retirement System of Texas and the
Board of Westin Hotel Company in April of 1997. The proposed restructuring
provides for an extension of the maturity date for each of the Hotel's existing
mortgage loans from August 31, 2001, to November 30, 2006. The interest rates on
the principal balances of the original mortgage loans will be reduced to 8.85%
per annum from 10.0% per annum for the period from December 1, 1997, through
November 30, 1998 and to 8.85% per annum from 10.25% from December 1, 1998. This
agreement also eases the repayment terms and prepayment privileges. Completion
of the restructuring is subject to the execution of definitive legal agreements
by the parties by no later than June 4, 1997.
At this time, the General Partner anticipates that the cash flow from
operations and the contributions to the FF&E Reserve Accounts will provide
adequate funding for these capital expenditures and the 1997 interest payments.
In addition, barring any unforeseen adverse occurrence, the General Partner
anticipates that the Partnership will be in a position to resume distributions
to the limited partners after the second quarter 1997 and thereafter from
available net cash flow.
In 1997 the General Partner will continue to focus on the completion of
renovations at both Hotels and on the improvement of the Hotels' operations in
order to bolster the value of the Hotels. The General Partner will review the
opportunities to sell or refinance the Hotel properties when it reasonably
believes that such action is in the best interest of the Partnership. As the
real estate market for upscale hotel properties continues to improve, the
General Partner will monitor the market conditions for appropriate opportunities
to sell or refinance the properties. By the end of 2001, the General Partner
must use its best efforts to sell or refinance the Hotel properties.
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<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, or 6,848 units. The Partnership processed 6,481 unit sales in the
first quarter of 1997 and has received transfer requests for 367 unit sales for
the second quarter of 1997. Therefore, as of April 21, 1997, the General Partner
suspended its approval of any unit sales for the remainder of 1997.
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)
10.10 First Amendment to Promissory Note of 909 North Michigan Avenue
Corporation dated as of June 2, 1994. (3)
</TABLE>
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<PAGE> 12
<TABLE>
<S> <C>
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)
27.1 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
On March 20, 1997, the Partnership filed a report on Form 8-K dated March
12, 1997, announcing a special mailing to limited partners in response to
various new offers to the limited partners to purchase units.
****
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 May, 1997.
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
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<PAGE> 13
EXHIBIT INDEX
<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)
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)
27.1 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.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 9,722
<SECURITIES> 0
<RECEIVABLES> 8,434
<ALLOWANCES> 247
<INVENTORY> 474
<CURRENT-ASSETS> 19,570
<PP&E> 332,031
<DEPRECIATION> 99,044
<TOTAL-ASSETS> 262,686
<CURRENT-LIABILITIES> 12,491
<BONDS> 127,472
0
0
<COMMON> 0
<OTHER-SE> 67,108
<TOTAL-LIABILITY-AND-EQUITY> 262,686
<SALES> 0
<TOTAL-REVENUES> 26,394
<CGS> 0
<TOTAL-COSTS> 24,531
<OTHER-EXPENSES> 3,224
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,437
<INCOME-PRETAX> (1,363)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,363)
<EPS-PRIMARY> (10.05)
<EPS-DILUTED> 0
</TABLE>
