<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) February 23, 1998
-----------------
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>
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
REPORT ON FORM 8-K
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On February 23, 1998, in response to another offer from Kalmia Investors
LLC to the limited partners to purchase their Units for $700 per Unit, the
General Partner distributed a letter to its limited partners providing new and
updated information to be considered when deciding whether or not to accept this
offer:
. The General Partner intends to authorize Westin Hotels Limited Partnership
to distribute $23.75 per Unit to the limited partners on March 14, 1998 and
anticipates that, barring any unforeseen circumstances, the Partnership
will be in a position to continue cash distributions to the limited
partners at an annual level of $95 per Unit in 1998.
. The General Partner reported that in January 1998 it received reports
estimating the market value of the Hotels, combined, to be in excess of
$400 million. Although this appraised value does not directly reflect the
value of a Unit, in the view of the General Partner, it does indicate that
the value for the Units is significantly in excess of $700 per Unit.
. Relying on the protections of a 5% safe harbor, the General Partner will,
upon reaching 6,848 Units in any one year, suspend its approval of any
transfer of Units via sales for the remainder of that year, which may
restrict the limited partners' ability to sell their Units. The Partnership
has transfers of 4,172 Units via sales pending for 1998.
. Prices of Units at limited partnership exchanges from November 1, 1997
through February 23, 1998 have ranged from $725 to $820 per Unit with a
weighted average per Unit price of $773.20.
. Because selling their Units will impact federal tax liability, it is
recommended that the limited partners consult with their tax advisor before
selling their Units.
A complete copy of this General Partner's letter is included as an exhibit to
this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
20. Letter to Limited Partners dated February 23, 1998.
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: February 26, 1998
<PAGE>
EXHIBIT 20
February 23, 1998
Dear Limited Partners:
This letter is being sent in response to a new offer from Kalmia Investors
L.L.C. (Kalmia) to purchase your Units of Westin Hotels Limited for $700 per
Unit. This letter contains new and updated information to be considered when
deciding whether or not to accept this offer.
CASH DISTRIBUTIONS
- ------------------
The General Partner intends to authorize Westin Hotels Limited Partnership to
distribute $23.75 per Unit to the limited partners on March 14, 1998. This
decision was based on an evaluation of the amount of available net cash flow
from operations of The Westin St. Francis and The Westin Michigan Avenue,
Chicago for the fourth quarter of 1997. The General Partner anticipates that,
as a result of increased cash flow from operations and barring any unforeseen
circumstances, the Partnership will be in a position to continue cash
distributions to the limited partners at the annual level of $95 per Unit in
1998. Per the terms of the Partnership Agreement, the General Partner shall
determine the amount of Net Cash Flow to be distributed to the limited partners.
RESULTS OF A RECENT APPRAISAL
- -----------------------------
In January 1998, the General Partner received reports estimating that the market
value for the Hotels is in excess of $400 million on a combined Hotel basis.
based on these estimated values and after consideration of Partnership
liabilities, the General Partner has concluded that the calculated value of the
limited partners' equity is significantly in excess of the $700 per Unit offer
from Kalmia. it is important to note that such appraisal does not necessarily
reflect the fair market value of the Units or what a limited partner would
realize on liquidation of the Hotels.
5% SAFE-HARBOR
- --------------
Relying on the protections of a 5% safe harbor, the General Partner will, when
qualified sales of Partnership Units reach 6,848 in any one year, suspend its
approval of any Unit sale transfer requests for the remainder of that year.
This may restrict your ability to sell your Units. As of this date, the
Partnership has received and approved Units sales transfer requests totaling
4,172 for the first quarter of 1998. 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
<PAGE>
February 23, 1998
Page 2
harbor to prevent the Partnership from being deemed a publicly traded
partnership pursuant to Section 7704 of the Internal Revenue Code. In June
1997, the Partnership submitted a request to the Internal Revenue Service
seeking relief through a private letter ruling, although there was no indication
that any relief was available or would be granted. We are still waiting for
that letter ruling. Should such a ruling, when received, result in a material
change to our situation, we will promptly notify you.
LIMITED PARTNERSHIP EXCHANGES
- -----------------------------
Requests for transfers of Units of Westin Hotels Limited Partnership through
Limited Partnership Exchanges from November 1, 1997, through today's date have
ranged in price from $725.00 to $820.00, with a weighted average per Unit price
of $773.20.
FEDERAL INCOME TAXES
- --------------------
Finally, selling your Units will have an impact on your federal income tax
liability. Therefore, we recommend that you consult with your tax advisor to
determine what this impact will be before selling your Units.
In closing, as always any questions or concerns can be directed to the Investor
Relations Department at 1-800-323-5888. You should receive your 1997 Schedule
K-1 for Federal Income Tax Reporting by no later than March 15th. We have
completely revised the instructions and hopefully you will find them easier to
follow. Please keep in mind that if you received your investment due to a
transfer, your tax basis may be different than indicated on the Schedule K-1.
Please consult with your tax professional.
Sincerely,
Westin Hotels Limited Partnership
by Westin Realty Corp., its General Partner
Richard Mahoney
Vice President, Chief Financial Officer
and Treasurer
