<PAGE>
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) January 2, 1998
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WESTIN HOTELS LIMITED PARTNERSHIP
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-15097 91-1328985
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification no.)
2001 SIXTH AVENUE 98121
SEATTLE, WASHINGTON ----------
- ---------------------------------------- (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (206) 443-5000
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N/A
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(Former name or former address, if changed since last report)
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WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
REPORT ON FORM 8-K
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On January 2, 1998, Starwood Hotels & Resorts Trust (the "Trust"), a real
estate investment trust, whose shares are paired and trade together as a unit
with Starwood Hotels & Resorts Worldwide, Inc. (the "Corporation", and together
with the Trust, "Starwood"), a hotel management and operating company, completed
the acquisition of Westin Hotels & Resorts Worldwide, Inc. ("Westin Worldwide").
Effective upon closing of the Westin acquisition, the Trust's and Corporation's
names were changed from Starwood Lodging Trust and Starwood Lodging Corporation
to Starwood Hotels & Resorts Trust and Starwood Hotels & Resorts Worldwide,
Inc., respectively.
Pursuant to the Transaction Agreement, Westin Worldwide, including its wholly
owned subsidiary Westin Hotel Company, were merged with and into the Trust and
the separate corporate existence of Westin Worldwide and Westin Hotel Company
thereupon ceased. Westin Realty Corp., formerly a wholly owned subsidiary of
Westin Hotel Company, is now a wholly owned subsidiary of the Corporation. The
Corporation owns 100% of Westin Realty Corp., the sole General Partner of Westin
Hotels Limited Partnership (the "Partnership"), as well as 100% of St. Francis
Hotel Corporation and 909 North Michigan Avenue Corporation, 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. The merger does not
change the structure of the General Partner's, general partners' and limited
partners' ownership interest in either the Partnership or the Hotel
Partnerships. Moreover, none of the owners of Starwood has any beneficial
ownership in the Partnership as a limited partner.
In conjunction with the merger, Westin Hotel Company assigned the management
agreements for The Westin St. Francis Hotel to St. Francis Hotel Corporation and
for The Westin Michigan Avenue, Chicago to 909 North Michigan Avenue
Corporation, respectively the general partners of the Hotel Partnerships. This
will not change how the Hotels are managed. They will continue to be managed as
WESTIN hotels and they will continue to be operated as part of the WESTIN
international hotel system.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
99. Press release issued by Starwood Hotels & Resorts Trust and
Starwood Hotels & Resorts Worldwide, Inc. on Monday, January 5,
1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTIN HOTELS LIMITED PARTNERSHIP
(A Delaware limited partnership)
By: WESTIN REALTY CORP.,
Its sole General Partner
By: /s/ Richard Mahoney
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Richard Mahoney, Director,
Vice President, Chief Financial
Officer and Treasurer
DATE: January 16, 1998
<PAGE>
EXHIBIT 99
<TABLE>
<S> <C> <C> <C>
AT THE TRUST: AT THE CORPORATION: AT THE FINANCIAL RELATIONS BOARD:
Barry Sternlicht Ron Brown Debi Ford Daniel Saks
Chairman and CEO Senior VP and CFO Director of Investor Relations General Information
(203) 861-2100 (602) 852-3900 (602) 852-3370 (310) 442-0599
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</TABLE>
FOR IMMEDIATE RELEASE
MONDAY, JANUARY 5, 1998
STARWOOD HOTELS & RESORTS COMPLETES ACQUISITION OF WESTIN HOTELS & RESORTS
NEW $2.265 BILLION CREDIT FACILITY ESTABLISHED
ITT TRANSACTION EXPECTED TO CLOSE IN EARLY FEBRUARY
PHOENIX, AZ, JANUARY 5, 1998 -- Starwood Hotels & Resorts Trust (the "Trust"), a
real estate investment trust, whose shares are paired and trade together as a
unit (NYSE:HOT) with Starwood Hotels & Resorts Worldwide, Inc. (the
"Corporation", and together with the Trust, the "Company" or "Starwood Hotels &
Resorts"), a hotel management and operating company, today announced the
completion of their previously announced acquisition of Westin Hotels & Resorts.
Effective upon closing of the Westin acquisition, the Trust's and the
Corporation's names were changed from Starwood Lodging Trust and Starwood
Lodging Corporation to Starwood Hotels & Resorts Trust and Starwood Hotels &
Resorts Worldwide, Inc., respectively.
Shareholders overwhelmingly approved the acquisition of Westin Hotels & Resorts
at the Company's December 12, 1997 annual shareholders meetings. Westin Hotels
& Resorts is the oldest branded hotel management company in the United States
and the highest-ranked upscale hotel chain by Frequent Flyer Magazine and J.D.
Powers and Associates. The acquisition will bring Starwood Hotels & Resorts'
portfolio to more than 220 hotels and resorts located in over 20 countries
worldwide, with an additional 29 hotel and resort projects under development
around the world. Juergen Bartels, currently CEO of Westin Hotels & Resorts
Worldwide, a hotel operating subsidiary of the Corporation, has joined the
Corporation's Board of Directors.
In addition, Starwood Hotels & Resorts Trust announced that it has established a
$2.265 billion line of credit, with Bankers Trust and Chase Manhattan acting as
lead banks on the financing facility. A portion of this line of credit was
applied towards the financing of the Westin acquisition.
The Company also noted that its previously announced ITT transaction is expected
to close in early February 1998, subject to shareholder approval.
-more-
Starwood Hotels & Resorts
Add 1
"The closing of the Westin transaction brings Starwood a wonderful brand and
gives the company its `missing link' -- a brand name with which to maximize the
value of its assets. Both the assets we have purchased and the Westin brand are
firmly positioned in the upscale end of the hotel market, which is where we have
focused for the past three years," said Barry S. Sternlicht, Chairman and Chief
Executive Officer of Starwood Hotels & Resorts Trust. "Beyond its brand and
quality real estate, Westin brings tremendous management strength, a proprietary
acquisition pipeline, international growth prospects, and cost synergies.
<PAGE>
"The final integration process of Westin with Starwood Hotels & Resorts has been
postponed pending the completion of the acquisition of ITT/Sheraton, a process
which is underway. At that time, we intend to conduct a strategic review of the
combined companies' asset base, and rationalize the portfolio and operations, in
an effort to maximize efficiencies presented by the tremendous scale of the
enterprise in such areas as administrative and general expenses, marketing,
sales, purchasing, insurance, and the acquisition prospects that result from the
combination of the three companies -- Starwood Hotels & Resorts, Westin and
ITT."
Starwood Hotels & Resorts Trust is the largest hotel REIT in the United States.
Shares of the Trust, which conducts all of its business as a general partner of
SLT Realty Limited Partnership, are paired and trade together with shares of
Starwood Hotels & Resorts Worldwide, Inc. Starwood Hotels & Resorts Worldwide,
which conducts substantially all of its business as managing general partner of
SLC Operating Limited Partnership, leases properties from the Trust and operates
them directly or through third party management companies.
(Note: Statements in this press release which are not historical may be deemed
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Although Starwood Hotels & Resorts believes the
expectations reflected in any forward-looking statements are based on reasonable
assumptions, it can give no assurance that its expectations will be attained.
Factors that could cause actual results to differ materially from Starwood
Hotels & Resorts expectations include completion of pending acquisitions,
continued availability of acquisitions, continued availability of capital at
appropriate cost, foreign exchange fluctuations, performance of hotel
operations, financial performance, real estate conditions, market valuations of
its stock, execution of hotel renovation programs, changes in local or national
economic conditions and other risks detailed from time to time in the Starwood
Hotels & Resorts SEC reports, including quarterly reports on Form 10-Q, reports
on Form 8-K and annual reports on Form 10-K.)
