<PAGE>
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, 1998
-------------
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.
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WESTIN HOTELS LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charters)
Delaware 91-1328985
- --------------------------------- -------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2231 E. Camelback Rd., Ste. 400, Phoenix, AZ 85016-3435
- -------------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602)852-3900
-----------------------------
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>
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
REPORT ON FORM 10-Q
For the Quarter Ended June 30, 1998
INDEX
Part l. FINANCIAL INFORMATION Page No.
- ------------------------------ --------
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statement of Partners' Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
Part II. OTHER INFORMATION
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Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11-12
SIGNATURES 12
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<PAGE>
PART I. FINANCIAL INFORMATION
------------------------------
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents, including restricted cash $ 17,929 $ 15,750
of $1,449 in 1998 and $561 in 1997
Guest and trade accounts receivable, less allowance for
doubtful accounts of $277 in 1998 and $278 in 1997 11,403 8,408
Other receivables 337 745
Inventories 683 641
Prepaid expenses and other current assets 1,542 1,640
-------- --------
TOTAL CURRENT ASSETS 31,894 27,184
PROPERTY AND EQUIPMENT, at cost, net of accumulated
depreciation of $111,596 in 1998 and $106,092 in 1997 239,886 233,954
RESTRICTED CASH 958 7,960
OTHER ASSETS 796 687
-------- --------
TOTAL ASSETS $273,534 $269,785
======== ========
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade and other $ 1,294 $ 2,147
Westin and affiliates 2,352 1,998
-------- --------
Total accounts payable 3,646 4,145
Accrued expenses 10,452 9,587
Current maturities of long-term obligations 564 564
Other current liabilities 1,805 1,296
-------- --------
TOTAL CURRENT LIABILITIES 16,467 15,592
LONG-TERM OBLIGATIONS 128,735 129,180
LONG-TERM OBLIGATION TO GENERAL PARTNER 35,399 33,809
DEFERRED INCENTIVE MANAGEMENT FEES PAYABLE
TO WESTIN 23,837 22,281
-------- --------
TOTAL LIABILITIES 204,438 200,862
COMMITMENTS AND CONTINGENCIES
MINORITY INTERESTS 3,833 3,733
PARTNERS' EQUITY (DEFICIT):
General Partner (2,485) (2,307)
Limited Partners (135,600 Units issued and outstanding) 67,748 67,497
-------- --------
TOTAL PARTNERS' EQUITY 65,263 65,190
-------- --------
TOTAL LIABILITIES AND PARTNERS' EQUITY $273,534 $269,785
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE>
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except per Unit Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Rooms $24,823 $21,528 $44,976 $38,113
Food and beverage 9,120 7,839 17,707 15,295
Other operating departments 3,101 2,817 6,021 5,170
------- ------- ------- -------
TOTAL OPERATING REVENUES 37,044 32,184 68,704 58,578
------- ------- ------- -------
OPERATING EXPENSES:
Rooms 6,340 5,563 12,186 10,553
Food and beverage 6,573 5,916 13,098 11,801
Other operating departments 842 790 1,668 1,576
Administrative and general 2,209 2,101 4,991 4,671
Management fees 2,424 2,332 4,662 4,136
Advertising and business promotion 2,667 1,978 5,032 3,971
Property maintenance and energy 2,158 2,025 4,176 4,086
Local taxes and insurance 2,252 2,512 4,120 4,504
Rent 199 200 400 405
Depreciation and amortization 2,735 2,189 5,482 4,434
------- ------- ------- -------
TOTAL OPERATING EXPENSES 28,399 25,606 55,815 50,137
------- ------- ------- -------
OPERATING PROFIT 8,645 6,578 12,889 8,441
------- ------- ------- -------
OTHER INCOME (EXPENSE):
Interest income 244 293 506 516
Interest expense (2,592) (2,680) (5,185) (5,413)
Interest expense on long-term obligation
to General Partner (819) (746) (1,590) (1,450)
Other, net 3 (5) (6) (15)
------- ------- ------- -------
NET OTHER EXPENSE (3,164) (3,138) (6,275) (6,362)
------- ------- ------- -------
INCOME BEFORE MINORITY INTERESTS 5,481 3,440 6,614 2,079
MINORITY INTERESTS (72) (52) (100) (54)
------- ------- ------- -------
NET INCOME $ 5,409 $ 3,388 $ 6,514 $ 2,025
======= ======= ======= =======
NET INCOME PER UNIT
(135,600 Units issued and outstanding) $39.89 $24.99 $48.04 $14.93
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE>
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partner Partners
------- --------
<S> <C> <C>
BALANCE AT DECEMBER 31, 1997 $(2,307) $67,497
Cash distributions - (6,441)
Net income (loss) (178) 6,692
------- -------
BALANCE AT JUNE 30, 1998 $(2,485) $67,748
======= =======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE>
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------------
1998 1997
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Funds provided by operations $ 14,958 $10,011
Net change in receivables, inventories,
prepaid expenses and other current assets,
net of accounts payable, accrued expenses
and other current liabilities (1,656) (2,994)
-------- -------
Net cash provided by operating activities 13,302 7,017
-------- -------
INVESTING ACTIVITIES:
Acquisition of property and equipment, net of sales (11,429) (4,724)
Increase in restricted cash (5,236) (7,539)
Decrease in restricted cash to fund acquisition of
property and equipment 12,385 5,178
Increase in other assets (139) (57)
-------- -------
Net cash used in investing activities (4,419) (7,142)
-------- -------
FINANCING ACTIVITIES:
Cash distribution (6,441) -
Loan restructuring costs (294)
Repayment of long-term obligations (263) (78)
-------- -------
Net cash used in financing activities (6,704) (372)
-------- -------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 2,179 (497)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 15,750 14,752
-------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 17,929 $14,255
======== =======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
-6-
<PAGE>
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 in downtown Chicago, Illinois. All
significant intercompany transactions and accounts have been eliminated.
The consolidated financial statements and related information for the
periods ended June 30, 1998 and June 30, 1997 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 June
30, 1998 and June 30, 1997 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 1997 for information
regarding significant accounting policies, Partnership organization, restricted
cash, accrued expenses, long-term obligations, operating leases, contingencies
and subsequent events, and related party transactions.
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<PAGE>
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. 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
higher occupancies during the last three quarters of the year.
Westin Realty Corp. is the sole general partner of Westin Hotels Limited
Partnership (the "Partnership"). St. Francis Hotel Corporation and 909 North
Michigan Avenue Corporation are the respective 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. As of January 2, 1998, each general partner
(individually a "General Partner," collectively the "General Partners") is a
subsidiary of Starwood Hotels & Resorts Worldwide, Inc.
RESULTS OF OPERATIONS
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
Consolidated 1998 1997 1998 1997
- ----------------------------- ---------- ---------- ---------- ----------
REVPAR (Revenue
Per Available Room) $141.41 $122.64 $128.81 $109.16
Operating Profit as a
Percentage of Revenues:
Rooms 74.5% 74.2% 72.9% 72.3%
Food and Beverage 27.9% 24.5% 26.0% 22.8%
EBITDA (In Thousands) $11,627 $ 9,055 $18,871 $13,376
EBITDA is net earnings before interest expense, depreciation and
amortization, and 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.
Three months ended 1998 compared with 1997
- ------------------------------------------
Operating profit of $8.6 million for the second quarter of 1998 represents
a 31.4% improvement over the same quarter of the prior year. The Partnership's
second quarter EBITDA of $11.6 million improved 28.4% over EBITDA of $9.1
million in the prior year period.
Consolidated rooms revenues for the second quarter of 1998 were $24.8
million and represent a 15.3% increase over the same 1997 quarter. Consolidated
REVPAR reached $141.41, a 15.3% increase over the second quarter of 1997. The
Westin St. Francis' REVPAR increase of 13.3% to $146.43 was due primarily to
increases in average room rates in all segments and increases in room nights in
the individual and base (crew rooms) segments offsetting a decline in room
nights in the group segment. The Westin Michigan Avenue, Chicago's REVPAR
increase of 19.0% to $133.33 was due to increases in average room rates and
occupancies in all segments. At The Westin St. Francis the average room rate for
the second quarter of 1998 increased 6.7% over the second quarter of 1997 to
$177.97 and the occupancy rate increased from 77.5% to 82.3%. At The Westin
Michigan Avenue, Chicago the average room rate increased 12.7% to $162.38 and
the occupancy rate increased from 77.8% to 82.1%.
-8-
<PAGE>
Consolidated rooms profit increased 15.8% or $2.5 million to $18.5 million
over the same 1997 quarter. This improvement was attributable to the REVPAR
growth previously noted.
Consolidated food and beverage revenues of $9.1 million in the second three
months of 1998 represent a $1.3 million, or 16.3%, increase when compared to the
same 1997 period. The $1.1 million increase in food and beverage revenues at The
Westin St. Francis was a direct result of the increased banquet business. The
Westin Michigan Avenue, Chicago, reported a $0.2 million increase in food and
beverage revenues attributable to increased banquet business associated with an
increase in group business.
Consolidated food and beverage profit for the second quarter of 1998
increased 32.4%, or $0.6 million over 1997, reflecting the success of cost
containment strategies at both Hotels, especially at The Westin St. Francis. The
Westin St. Francis contributed $0.5 million to this increase in food and
beverage profit which represents a 55.6% increase over the same 1997 quarter.
Operating expenses for the second quarter increased to $28.4 million, a
10.9% increase over 1997. The most significant increases were in advertising and
business promotion and depreciation and amortization.
Six months ended 1998 compared with 1997
- ----------------------------------------
Consolidated 1998 year-to-date operating profit of $12.9 million was $4.4
million higher than the corresponding 1997 period. Both Hotels, continuing to
benefit from their improved products and the continuing favorable industry
trends for upscale domestic lodging, reported increases in both occupancies and
average room rates. The Partnership generated EBITDA of $18.9 million, a 41.1%
increase over the first six months of 1997.
Consolidated rooms revenues of $45.0 million for the first six months of
1998 were $6.9 million higher than the prior year period. Improved yield
management in all segments resulting in increased average rates in all segments
were the major contributors to this improvement. The result was a consolidated
REVPAR increase of 18.0% to $128.81 for the first six months of 1998 over 1997.
REVPAR at The Westin St. Francis rose from $121.63 to $144.89 and REVPAR at The
Westin Michigan Avenue, Chicago rose from $89.12 to $102.99.
For the first half of 1998 consolidated rooms profit increased to $32.8
million from $27.6 million in 1997. The Westin St. Francis contributed $3.8
million to this increase, a 20.4% improvement over year-to-date 1997. The Westin
Michigan Avenue, Chicago contributed $1.4 million, a 16.0% improvement. Both
Hotels achieved slight increases in their profit margins as a result of the
Hotels' focus on improved cost control over room expenses.
Consolidated 1998 year-to-date food and beverage revenues were $17.7
million versus $15.3 million in 1997, as the Hotels continue to benefit from
increased banquet business. Of the $2.4 million increase in food and beverage
revenues, $2.0 million came from The Westin St. Francis and $0.4 million from
The Westin Michigan Avenue, Chicago. All the food and beverage outlets at both
Hotels reported higher year-to-date revenues than 1997, except for the nightclub
Oz at The Westin St. Francis, which was closed on March 3rd and is being
remodeled into a banquet room.
The consolidated food and beverage profit increase of $1.1 million to $4.6
milli on for the first six months of 1998 was a 31.9% improvement over that of
the corresponding 1997 period. The food and beverage profit increase at The
Westin St. Francis of $0.9 million represents a 41.4% improvement and the food
and beverage profit increase at The Westin Michigan Avenue, Chicago of $0.2
million represents a 15.0% improvement.
Other operating departments contributed $6.0 million to 1998 year-to-date
operating revenues. Both Hotels, reported increases in revenues from both
telecommunications and their garages as well as from sub-rentals, which includes
the rental of retail space and in-room movies.
Consolidated operating expenses year-to-date increased $5.7 million over
the same 1997 period. The greatest increases other than rooms and food and
beverage were due to increased advertising and business promotion and greater
depreciation and amortization due to capital additions. Management fees
increased $0.5 million during the first six months of 1998 over the same period
in 1997 due to improved Partnership Net Operating Cash Flow, as defined.
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<PAGE>
Liquidity and Capital Resources
- -------------------------------
As of June 30, 1998, the Partnership had cash and cash equivalents of $17.9
million, a $2.2 million increase from December 31, 1997. Total net cash provided
by operating activities for the six months ended June 30, 1998 equaled $13.3
million.
Pursuant to the Restructuring Agreement, the Partnership is required to
make quarterly deposits to the FF&E Reserve Accounts based upon 5.0% of gross
revenue through maturity of the Mortgage Loan in 2006 to fund capital
improvements. The Partnership deposited $4.2 million in the FF&E Accounts on
July 17, 1998, which exceeded the minimum deposit requirement. During the six
months ended June 30, 1998, The Westin St. Francis and The Westin Michigan
Avenue, Chicago expended $9.3 million and $3.1 million, respectively, from their
FF&E Reserve Accounts. The consolidated balances of the Hotels' FF&E Reserve
Accounts are included in Restricted Cash on the Consolidated Balance Sheets.
The Restructuring Agreement terms require that both Hotels make deposits
into Tax Escrow Accounts for payment of real and personal property taxes. The
consolidated balances of these Tax Escrow Accounts are included in cash and cash
equivalents under current assets on the consolidated balance sheets.
Capital expenditures in 1998 will total approximately $16.4 million. The
Westin St. Francis will spend approximately $7.0 million on capital improvements
in 1998. Approximately $2.1 million is to be spent on guest room renovations,
particularly the main building bathrooms; $2.4 million on food and beverage
facilities, particularly the conversion of Club Oz to a banquet room; $1.0
million on other areas, such as a health club, the lobby carpet and stone work,
and $1.5 million on the facade project. The facade restoration is now scheduled
to be completed in 1999. The Westin Michigan Avenue, Chicago expects to spend
$9.4 million for capital improvements during 1998. In 1998 the Hotel is
scheduled to complete the extensive renovations to the tower rooms, started in
mid-December 1997, which is intended to completely update and raise the caliber
of the rooms. During 1998, the Hotel will commence the conversion of 18 parlor
suites into rentable guest rooms, which will increase the guest room inventory,
and replace all carpet, vinyl, paint and light fixtures in all hallways, for a
total cost of $7.8 million. In addition, $0.3 million will be spent on partial
roof replacement, $0.8 million on other areas, such as updating EDP and
engineering systems, and $0.5 million for minibars and other food and beverage
equipment. 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 $10.8 million in
1998.
The General Partner is exploring alternative financing for the long-term
obligation to the General Partner through a second mortgage to obtain a reduced
interest rate.
At this time, the General Partner anticipates that the cash flow from
operations and the corresponding contributions to the FF&E Reserve Accounts will
provide adequate funding for 1998 capital expenditures and interest payments on
the Mortgage Loans. In addition, barring any unforeseen adverse occurrence, the
General Partner anticipates that the Partnership will be in a position to
continue distributions to the limited partners at an annual level of $95.00 per
Unit in 1998. Future distributions will be based on available Net Cash Flow and
are dependent upon the Net Cash Flow generated by the Hotels and the adequacy of
cash reserves. The amount of each distribution will be determined by the General
Partner at the end of each calendar quarter according to the terms of the
Partnership agreement and will be distributed to the limited partners within 75
days of the end of the quarter. Cash distributions of $23.75 per Unit each were
paid to the limited partners on March 13, 1998 and on June 12, 1998. The Board
of Directors of the General Partner is in the process of authorizing a cash
distribution of $23.75 per Unit to be paid to the limited partners on September
11, 1998.
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. During 1994 the General Partner
emphasized restructuring the debt to stabilize both Hotels and to allow them to
remain competitive in their respective markets. 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
-10-
<PAGE>
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.
PART II. OTHER INFORMATION
--------------------------
ITEM 5. OTHER INFORMATION
As of July 30, 1998 the address of the General Partners, who became
subsidiaries of Starwood Hotels & Resorts Worldwide, Inc. on January 2, 1998,
will be c/o Starwood Hotels & Resorts Worldwide, Inc., 2231 E. Camelback Road,
Suite 400, Phoenix, AZ 85016. The Partnership's investor relations functions
will be handled by ReSource/Phoenix. Their address is 2401 Kerner Blvd., San
Rafael, CA 94901-5529. The toll free number, 1-800-323-5888, will remain the
same.
Relying on the protections of the 5% safe harbor pursuant to Section 7704
of the Internal Revenue Code, on May 1, 1998, when sales of Partnership Units
reached 6,845, the General Partner suspended Unit sales for the remainder of
1998. The General Partner is, however, continuing to accept paperwork for Unit
sales for processing in 1999. To date we have received requests for the transfer
of 1,671 Units via sales in 1999. Of these, 85 Unit sales were through Limited
Partnership Exchanges. The average price of these sales was $873.59 per Unit.
The majority of the remaining sales requests were in conjunction with previous
tender offers and range in price from $725 to$750 per Unit.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
4. Instruments defining the rights of security holders.
4.1 Amended and Restated Agreement of Limited Partnership of Westin
Hotels Limited Partnership. (1)
4.2 Amended and Restated Agreement of Limited Partnership of The
Westin St. Francis Limited Partnership. (1)
4.3 First Amendment to Amended and Restated Agreement of Limited
Partnership of The Westin St. Francis Limited Partnership. (3)
4.4 Amended and Restated Agreement of Limited Partnership of The
Westin Chicago Limited Partnership. (1)
4.5 First Amendment to Amended and Restated Agreement of Limited
Partnership of The Westin Chicago Limited Partnership. (3)
10. Material contracts.
10.1 Restructuring Agreement dated as of June 2, 1994. (3)
10.2 Second Restructuring Agreement dated as of May 27, 1997. (4)
10.3 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)
10.4 First Amendments to Amended and Restated Management Agreements
of The Westin St. Francis Limited Partnership and of The Westin
Chicago Limited Partnership. (3)
10.5 Assignment and Assumption of Agreements between Westin Hotel
Company and St. Francis Hotel Corporation. (6)
10.6 Assignment and Assumption of Agreements between Westin Hotel
Company and North Michigan Avenue Corporation. (6)
10.7 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)
10.8 Promissory Note of St. Francis Hotel Corporation dated August
21, 1986 to Teacher Retirement System of Texas. (1)
10.9 First Amendment to Promissory Note of St. Francis Hotel
Corporation dated as of June 2,1994. (3)
-11-
<PAGE>
10.10 Second Amendment to Promissory Note of St. Francis Hotel Corporation
dated as of May 27, 1997. (5)
10.11 Deed of Trust, Financing Statement, Security Agreement and Fixture
filing dated August 21, 1986 respecting The Westin St. Francis. (1)
10.12 First Amendment to Deed of Trust, Financing Statement, Security
Agreement and Fixture Filing dated as of June 2, 1994. (3)
10.13 Second Amendment to Deed of Trust, Financing Statement, Security
Agreement and Fixture Filing (With Assignment of Rents and Leases)
dated as of May 27, 1997. (5)
10.14 Promissory Note of 909 North Michigan Avenue Corporation dated
August 21, 1986 to Teacher Retirement System of Texas. (1)
10.15 First Amendment to Promissory Note of 909 North Michigan Avenue
Corporation dated as of June 2, 1994. (3)
10.16 Second Amendment to Promissory Note of 909 North Michigan Avenue
Corporation dated as of May 27, 1997. (5)
10.17 Mortgage and Security Agreement dated August 21, 1986 for The Westin
Hotel, Chicago. (1)
10.18 First Amendment to Mortgage and Security Agreement dated as of June
2, 1994. (3)
10.19 Second Amendment to Mortgage and Security Agreement dated as of May
27, 1997. (5)
10.20 St. Francis FF&E Escrow Agreement dated as of June 2, 1994. (3)
10.21 Chicago FF&E Escrow Agreement dated as of June 2, 1994. (3)
10.22 Promissory Note dated June 2, 1994 in favor of Westin Realty Corp.
by Westin Hotels Limited Partnership. (3)
10.23 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.
(4) Incorporated by reference to Exhibit 10. to the Partnership's Form 8-K
dated May 27, 1997.
(5) Incorporated by reference to Exhibits 10.8, 10.11, 10.14, 10.17,
respectively, to the Partnership's Form 10-Q for the period ending June 30,
1997.
(6) Incorporated by reference to Exhibits 10.5 and 10.6, respectively, to the
Partnership's 1997 Annual Report on Form 10-K.
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 31st day of July, 1998.
WESTIN HOTELS LIMITED PARTNERSHIP
(a Delaware limited partnership)
By: WESTIN REALTY CORP.,
Its sole General Partner
By: /s/ Douglas C. Sutten
------------------------------------------
Douglas C. Sutten, Director,
Vice President and Assistant Treasurer
-12-
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