WESTIN HOTELS LTD PARTNERSHIP, SC 14D1, 1998-12-16

WESTIN HOTELS LTD PARTNERSHIP
SC 14D1, 1998-12-16
HOTELS & MOTELS

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-----------------

SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

-----------------

WESTIN HOTELS LIMITED PARTNERSHIP
A DELAWARE LIMITED PARTNERSHIP
(NAME OF SUBJECT COMPANY)

KALMIA INVESTORS, LLC
A DELAWARE LIMITED LIABILITY COMPANY

ARLEN CAPITAL, LLC
A CALIFORNIA LIMITED LIABILITY COMPANY
(BIDDER)

UNITS OF LIMITED PARTNERSHIP INTERESTS
(TITLE OF CLASS OF SECURITIES)

960 377 109
(CUSIP Number of Class of Securities)

Arlen Capital, LLC
Don Augustine, Manager
1650 Hotel Circle North - Suite 200
San Diego, California 92108
(619) 686-2002
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)

With a copy to:

Peter R. Pancione, Esq.
Gipson Hoffman & Pancione
1901 Avenue of the Stars - Suite 1100
Los Angeles, California 90067
Telephone: (310) 556-4660
Facsimile: (310) 556-8945

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CALCULATION OF FILING FEE

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

TRANSACTION VALUATION* AMOUNT OF FILING FEE
$6,500,000 $1,300
- -------------------------------------------------------------------------------

* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION
ASSUMES THE PURCHASE OF 6,500 UNITS AT A PURCHASE PRICE OF $1,000 PER
UNIT IN THE PARTNERSHIP. THE AMOUNT OF THE FILING FEE, CALCULATED IN
ACCORDANCE WITH WITH REGULATION 0-11 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, EQUALS 1/50 OF ONE PERCENT OF THE VALUE OF UNITS
ASSUMED TO BE PURCHASED.

/ / CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY
PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR
THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.

AMOUNT PREVIOUSLY PAID: NOT APPLICABLE FILING PARTY: NOT APPLICABLE
FORM OF REGISTRATION NO.: NOT APPLICABLE DATE FILED: NOT APPLICABLE

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Page 1 of 8

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CUSIP NO. 960377109 Page 2 of 8 Pages
- ---------------------- -------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons

Kalmia Investors, LLC - IRS Identification #41-1848556
- -------------------------------------------------------------------------------
2.0. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)

WC
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f) / /
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization

State of Delaware
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned By Each Reporting Person

6,749
- -------------------------------------------------------------------------------
8. Check if the Aggregate in Row (7) Excludes Certain Units (See
Instructions) / /

- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)

Approximately 4.97%
- -------------------------------------------------------------------------------
10. Type of Reporting Persons (See Instructions)

OO
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Page 2 of 8

<PAGE>

- ---------------------- -------------------
CUSIP NO. 960377109 Page 3 of 8 Pages
- ---------------------- -------------------

Arlen Capital, LLC - IRS Identification #33-0713478
- -------------------------------------------------------------------------------
2.0. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)

AF
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f) / /
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization

State of California
- -------------------------------------------------------------------------------

7. Aggregate Amount Beneficially Owned By Each Reporting Person

6,749 Units
- -------------------------------------------------------------------------------
8. Check if the Aggregate in Row (7) Excludes Certain Units (See
Instructions) / /
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)

Approximately 4.97%
- -------------------------------------------------------------------------------

10. Type of Reporting Persons (See Instructions)

CO
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Page 3 of 8

<PAGE>

ITEM 1. SECURITY AND SUBJECT COMPANY

(a) The name of the subject company is Westin Hotels Limited
Partnership, a Delaware limited Partnership, and the address of its business
offices is 2231 East Camelback Road, Suite 400, Phoenix, Arizona 85016-3435.

(b) The information set forth in the "Introduction" of the Offer to
Purchase is incorporated herein by reference.

This Schedule 14D-1 relates to a tender offer by Kalmia Investors, LLC,
a Delaware limited liability company ("Purchaser"), to purchase 6,500 Units
of Limited Partnership Interests ("Units") of Westin Hotels Limited
Partnership, a Delaware limited partnership (the "Partnership"), at $1,000
per Unit, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December 16, 1998, and
the related Agreement of Sale (which together constitute the "Offer"), which
are attached to and filed with this Schedule 14D-1 as Exhibits (a)(1) and
(a)(2), respectively, and incorporated herein by reference. This Schedule
14D-1 is being filed on behalf of Purchaser.

(c) The information set forth in the "Introduction" and Section 7
("Purpose and Effect of the Offer") of the Offer to Purchase is incorporated
herein by reference.

ITEM 2. IDENTITY AND BACKGROUND

(a)-(d) and (g) The information set forth in the "Introduction,"
Section 11 ("Certain Information Concerning the Purchaser"), Section 12
("Source and Amount of Funds") and Schedule 1 of the Offer to Purchase is
incorporated herein by reference.

(e)-(f) During the last five years, neither the Purchaser, nor to the
best of their knowledge, any of their respective executive officers and
directors listed in Schedule 1 of the Offer to Purchase (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding any such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such laws.

(g) The information set forth in Schedule 1 to the Offer to Purchase is
incorporated herein by this reference.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY

(a) Not applicable.

(b) The information set forth in Section 9 ("Past Contacts and
Negotiations with General Partners") of the Offer to Purchase is incorporated
herein by this reference.

Page 4 of 8

<PAGE>

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(a) The information set forth in Section 12 ("Source and Amount of
Funds") of the Offer to Purchase is incorporated herein by reference.

(b) Not applicable.

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER

(a)-(g) The information set forth in the "Introduction," Section 7
("Purpose and Effects of the Offer") and Section 8 ("Future Plans") of the
Offer to Purchase are incorporated herein by reference.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

(a)-(b) The information set forth in the "Introduction" and Section 11
("Certain Information Concerning the Purchaser") of the Offer to Purchase are
incorporated herein by reference.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES

The information set forth in Section 9("Past Contracts and Negotiations
With the General Partner") is incorporated herein by reference.

ITEM 8. PERSONS RELATED, EMPLOYED OR TO BE COMPENSATED

The information set forth in the "Introduction" and Section 15 ("Fees
and Expenses") of the Offer to Purchase are incorporated herein by reference.

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

(a) The information set forth in Section 9 ("Past Contracts and
Negotiations with the General Partner") is incorporated herein by reference.

(b)-(c) The information set forth in the "Introduction," Section 7
("Purpose and Effects of the Offer") and Section 14 ("Certain Legal Matters
and Regulatory Approvals") of the Offer

Page 5 of 8

<PAGE>

to Purchase are incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

(f) Reference hereby is made to the Offer to Purchase and the related
Agreement of Sale, copies of which are attached hereto as Exhibits (a)(1) and
(a)(2), respectively, which are incorporated in their entirety herein by
reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS

(a)(1) - Offer to Purchase, dated December 16, 1998.
(a)(2) - Agreement of Sale.
(a)(3) - Cover Letter, dated December 16, 1998, from Purchaser to Unit
Holders.
(a)(4) - Summary Publication.
(b) - Not applicable.
(c)(1) - Letter Agreements between Purchaser and the Partnership regarding
Agreement of Sale and Instructions dated October 9, 1996 and
November 1, 1996.
(d) - Not applicable.
(e) - Not applicable.
(f) - Not applicable.

Page 6 of 8

<PAGE>

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.

Dated: December 16, 1998 KALMIA INVESTORS, LLC

By: Arlen Capital, LLC
its Manager

By: /s/ DON AUGUSTINE
--------------------------
Don Augustine, Manager

ARLEN CAPITAL, LLC

By: /s/ DON AUGUSTINE
--------------------------------
Don Augustine, Manager

Page 7 of 8

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EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NUMBER
----------- ----------- -----------
<S> <C> <C>
(a)(1) - Offer to Purchase, dated December 16,
1998.

(a)(2) - Agreement of Sale.

(a)(3) - Cover Letter, dated December 16, 1998
from Purchaser to Limited Partners.

(a)(4)- Summary Publication.

(b) - Not applicable.

(c)(1) - Letter Agreement between Purchaser and
the Partnership regarding Agreement of
Sale and Instructions dated October 9,
1996 and November 1, 1996.

(d) - Not applicable.

(e) - Not applicable.

(f) - Not applicable.
</TABLE>

Page 8 of 8

<PAGE>

EXHIBIT 99(a)(1)

OFFER TO PURCHASE FOR CASH
UNITS OF LIMITED PARTNERSHIP INTERESTS
OF
WESTIN HOTELS LIMITED PARTNERSHIP
AT
$1,000 NET PER UNIT
BY

KALMIA INVESTORS, LLC

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD
WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
JANUARY 18, 1999, UNLESS THE OFFER IS EXTENDED.

Kalmia Investors, LLC, a Delaware limited liability company (the
"Purchaser" or "Kalmia"), hereby offers to purchase up to 6,500 units of
limited partnership interests including any rights attributable to claims,
damages, recoveries, including recoveries from any class action lawsuits, and
causes of action accruing to the ownership of such units of limited
partnership interests ("Units") in Westin Hotels Limited Partnership, a
Delaware limited partnership (the "Partnership"), at a purchase price of
$1,000 net per Unit, without interest, and less the amount of any cash
distributions declared or paid, including any return of capital made in cash
with respect to the Units after December 15, 1998 (the "Purchase Price"),
upon the terms and subject to the conditions set forth in this Offer to
Purchase (the "Offer to Purchase") and in the related Agreement of Sale, as
each may be supplemented or amended from time to time (which together
constitute the "Offer"). The 6,500 Units sought to be purchased pursuant to
the Offer represent, to the best knowledge of the Purchaser, approximately
4.8% of the Units outstanding as of the date of the Offer.

THE OFFER TO PURCHASE IS NOT CONDITIONED UPON THE VALID TENDER OF ANY
MINIMUM NUMBER OF UNITS. IF MORE THAN 6,500 UNITS ARE VALIDLY TENDERED AND
NOT WITHDRAWN, THE PURCHASER WILL ACCEPT FOR PURCHASE UP TO 6,500 OF THE
TENDERED UNITS, ON A PRO RATA BASIS, SUBJECT TO THE TERMS AND CONDITIONS
HEREIN, SEE "TENDER OFFER--SECTION 13. CERTAIN CONDITIONS OF THE OFFER."

A HOLDER OF UNITS ("UNIT HOLDER") MAY TENDER ANY OR ALL UNITS OWNED BY
SUCH UNIT HOLDER.

FOR MORE INFORMATION OR FOR FURTHER ASSISTANCE PLEASE CALL:

Arlen Capital, LLC
1-800-891-4105

December 16, 1998
<PAGE>

IMPORTANT

Any Unit Holder desiring to tender any or all of his/her Units should
complete and sign the Agreement of Sale in accordance with the instructions
in the Agreement of Sale and mail or deliver a fully executed original of
the Agreement of Sale along with any other required documents to the
Purchaser at the address set forth on the back cover of this Offer to
Purchase, or request his/her broker, dealer, commercial bank, credit union,
trust company or other nominee to effect the transaction on their behalf.

QUESTIONS OR REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THIS OFFER
TO PURCHASE OR THE AGREEMENT OF SALE MAY BE DIRECTED TO ARLEN CAPITAL, LLC
(THE "DEPOSITARY") BY CALLING THE TOLL-FREE INFORMATION LINE: 1-800-891-4105.

-------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY
REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER
THAN AS CONTAINED HEREIN OR IN THE AGREEMENT OF SALE. NO SUCH RECOMMENDATION,
INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED.

[INTENTIONALLY LEFT BLANK]

(2)

<PAGE>

TABLE OF CONTENTS

<TABLE>

<S> <C>

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

OFFER TO PURCHASE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Section 1. Terms of the Offer.. . . . . . . . . . . . . . . . . . . . . . . . 5

Section 2. Proration; Acceptance for Payment and Payment for Units. . . . . . 5

Section 3. Procedures for Tendering Units.. . . . . . . . . . . . . . . . . . 7
Valid Tender. . . . . . . . . . . . . . . . . . . . . . . . . . 7
Backup Federal Income Tax Withholding . . . . . . . . . . . . . 7
Tenders by Beneficial Holders . . . . . . . . . . . . . . . . . 8
Signature Guarantees. . . . . . . . . . . . . . . . . . . . . . 8
Appraisal Rights. . . . . . . . . . . . . . . . . . . . . . . . 8
Other Requirements. . . . . . . . . . . . . . . . . . . . . . . 8
Determination of Validity; Rejection of Units;
Waiver of Defects; No Obligation to Give Notice of Defects. . 9

Section 4. Withdrawal Rights. . . . . . . . . . . . . . . . . . . . . . . . . 9

Section 5. Extension of Tender Period; Termination; Amendment . . . . . . . . 10

Section 6. Certain Tax Consequences . . . . . . . . . . . . . . . . . . . . . 10

Section 7. Purpose and Effects of the Offer.. . . . . . . . . . . . . . . . . 11
Purpose of the Offer. . . . . . . . . . . . . . . . . . . . . . 11
Effect on Trading Market and Price Range of the Units . . . . . 14

Section 8. Future Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Section 9. Past Contacts and Negotiations With General Partner. . . . . . . . 16

Section 10. Certain Information Concerning the Business of the
Partnership and Related Matters . . . . . . . . . . . . . . . . 17
Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Distributions . . . . . . . . . . . . . . . . . . . . . . . . . 19
Selected Financial Information. . . . . . . . . . . . . . . . . 20

Section 11. Certain Information Concerning the Purchaser. . . . . . . . . . . 21
Section 12. Source of Funds . . . . . . . . . . . . . . . . . . . . . . . . . 22

</TABLE>

(i)

<PAGE>

<TABLE>

<S> <C>
Section 13. Certain Conditions of the Offer . . . . . . . . . . . . . . . . . 22

Section 14. Certain Legal Matters and Required Regulatory Approvals.. . . . . 25
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Antitrust . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . 25

Section 15. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 26

Section 16. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SCHEDULE 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1-1

SCHEDULE 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2-1

</TABLE>

(ii)

<PAGE>

To the Holders of Units of Limited Partnership Interests
of Westin Hotels Limited Partnership

INTRODUCTION

Kalmia Investors, LLC, a Delaware limited liability company (the
"Purchaser" or "Kalmia"), hereby offers to purchase up to 6,500 units of
limited partnership interests including any rights attributable to claims,
damages, recoveries, including recoveries from any class action lawsuits, and
causes of action accruing to the ownership of such units of limited
partnership interests ("Units") of Westin Hotels Limited Partnership, a
Delaware limited partnership (the "Partnership"), at a purchase price of
$1,000 net per Unit, without interest, less the amount of any cash
distributions declared or paid, including any cash return of capital, if any,
(collectively hereinafter referred to as "Distributions") made or declared
with respect to the Units after December 15, 1998 (as hereinafter defined)
(the "Purchase Price"), upon the terms and subject to the conditions set
forth in this Offer to Purchase and in the related Agreement of Sale (which
together constitute the "Offer"). The 6,500 Units sought to be purchased
pursuant to the Offer represent, to the best knowledge of the Purchaser,
approximately 4.8% of the Units outstanding as of the date of the Offer.

We encourage you to consider the following factors:

- - Holders of Units ("Unit Holders") who tender their Units will be giving
up the opportunity to participate in any future potential benefits
represented by ownership of Units, including, for example, the right to
participate in any future distribution of cash or property, whether from
operations, the proceeds of a sale of the Partnership's assets or in
connection with any future liquidation of the Partnership. However,
there is no guarantee of future results of the Partnership and
investment in the Partnership.

- - Although the Purchaser cannot predict the future value of the
Partnership's assets on a per Unit basis, the Purchase Price could
differ significantly from the net proceeds that would be recognized on a
per Unit basis from the sale of the Partnership's assets or that may be
realized upon a future liquidation of the Partnership.

- - The tax consequences of the Offer to a particular Unit Holder may be
different from those of other Unit Holders and we urge you to consult
your own tax advisors in connection with the Offer.

- - Unit Holders should note that the most recent reported trading activity
in the Units occurred from August 1, 1998 to September 30, 1998. The
average weighted price for Units reported in the limited and sporadic
secondary market during the two-month period was $925 encompassing 480
Units (as reported by Partnership Spectrum, a third party publication).
Such secondary market selling prices, however, do not take into account
commissions charged by secondary market makers effectuating such sales
which the Purchaser believes, based on a typical ten Unit sales
transaction, range from 5% to 8%

<PAGE>

of the sales proceeds (which would result in a reduction of the net
proceeds to the seller of approximately $462 to approximately $740).

- - The Partnership in a Current Report on Form 8-K dated February 23, 1998
and filed on the same date with the Commission enclosed as an Exhibit to
such Report a letter to the Partnership's limited partners which stated,
in part:

"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 realized on liquidation of
the Hotels."

*This refers to a prior offer made by Purchaser. See Section 9
("Past Contacts and Negotiations With General Partner").

- - The Purchaser is making the Offer with a view towards making a profit.
Accordingly, there may be a conflict between the desire of the Purchaser
to acquire the Units at a low price and the desire of the Unit Holders
to sell the Units at a high price. No independent person has been
retained to evaluate or render any opinion with respect to the fairness
of the $1,000 Purchase Price and no representation is made as to such
fairness. Other measures of value may be relevant to a Unit Holder and
all Unit Holders are urged to carefully consider all of the information
contained in the Offer to Purchase and Agreement of Sale and to consult
with their own advisors (tax, financial or otherwise) in evaluating the
terms of the Offer before deciding whether to tender their Units.

Unit Holders may no longer wish to continue with their investment in the
Partnership and might consider accepting the Offer for one or more of the
following reasons:

- - There is no public market for the Units and it is not anticipated that a
public market will develop. (See the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997). Unit Holders
who desire resale liquidity may wish to consider the Offer. The Offer
affords a significant number of Unit Holders with an opportunity to
dispose of their Units for cash, which otherwise might not be available
to them. The Purchase Price is not intended to represent either the
fair market value of a Unit or the Partnership's assets on a per Unit
basis. Although there are some limited resale mechanisms available to
the Unit Holders wishing to sell their Units, there is no formal or
organized trading market for the Units.

<PAGE>

- - The Offer may be attractive to certain Unit Holders who wish in the
future to avoid the continued additional expense, delay and complication
in filing income tax returns which result from the ownership of the
Units.

- - The Offer provides Unit Holders with the opportunity to liquidate their
Units and to reinvest the proceeds in other investments should they
desire to do so.

- - The Offer will provide Unit Holders with an immediate opportunity to
liquidate their investment in the Partnership without the usual
transaction costs associated with secondary market sales.

If you wish to sell some or all of your Units now, please read carefully
the enclosed Offer to Purchase and the Agreement of Sale. All you need to do
is complete the Agreement of Sale in accordance with the instructions
provided therein, sign where indicated, have your signature Medallion
Guaranteed and return it to the Purchaser, in the pre-addressed return
envelope. If you desire to accept this Offer, please carefully follow the
instructions on the Agreement of Sale. Errors will delay and possibly
prevent acceptance of your tender of the Units.

If, prior to the Expiration Date, the Purchaser increases the
consideration offered to Unit Holders pursuant to the Offer, such increased
consideration will be paid with respect to all Units that are purchased
pursuant to the Offer, whether or not such Units were tendered prior to such
increase in consideration.

The Offer is being made by the Purchaser as a speculative investment
based upon the belief that the Units represent an attractive investment at
the price offered based upon, in part, the expected liquidation of the
Partnership's assets. The purpose of the Offer is to allow the Purchaser to
benefit from any one combination of the following: (i) any cash distributions
from Partnership operations in the ordinary course of business; (ii)
distributions, if any, of net proceeds from the liquidation of any properties
after the Partnership has satisfied its liabilities; (iii) any cash from any
redemption of the Units by the Partnership; and (iv) sale of the Units.

The Offer is not conditioned upon the valid tender of any minimum number
of the Units. If more than 6,500 Units, are validly tendered and not
withdrawn, the Purchaser will accept up to 6,500 of the tendered Units for
purchase on a pro rata basis, subject to the terms and conditions herein. See
"Tender Offer--Section 13. Certain Conditions of the Offer." The Purchaser
expressly reserves the right to terminate the Offer at anytime and to waive
any or all of the conditions of the Offer, although the Purchaser does not
presently intend to waive any such conditions.

The Partnership is subject to the information and reporting requirements
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and in
accordance therewith is required to file reports and other information with
the Securities and Exchange Commission ("Commission") relating to its
business, financial condition and other matters. Such reports and other
information are available on the Commission's Electronic Data Gathering and
Retrieval System (EDGAR), at its internet website at www.sec.gov.com and may
be inspected at the public

<PAGE>

reference facilities maintained by the Commission at room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and is available for
inspection and copying at the regional offices of the Commission located in
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and at 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can also be obtained from the Public Reference
Room of the Commission in Washington, D.C. at prescribed rates.

The Purchaser has filed with the Commission a Tender Offer Statement on
Schedule 14D-1 (including exhibits) pursuant to Rule 14d-3 of the General
Rules and Regulations under the Exchange Act, which provides certain
additional information with respect to the Offer. Such Statements and any
amendments thereto, including exhibits, may be inspected and copies may be
obtained from the Commission in the manner specified above.

According to publicly available information, there were 135,600 Units
issued and outstanding at December 31, 1997, held by approximately 8,248 Unit
Holders. The Purchaser currently owns 6,749 Units which is approximately
4.97% of the outstanding Units.

Information contained in this Offer to Purchase which relates to, or
represents statements made by the Partnership or the General Partner, has
been derived from information provided in reports and other information filed
with the Commission by the Partnership and General Partner.

Unit Holders are urged to read this Offer to Purchase and the
accompanying Agreement of Sale carefully before deciding whether to tender
their Units.

4
<PAGE>

OFFER TO PURCHASE

SECTION 1. TERMS OF THE OFFER. Upon the terms and subject to the
conditions of the Offer, the Purchaser will accept for payment and pay for up
to 6,500 Units that are validly tendered on or prior to the Expiration Date
and not withdrawn in accordance with Section 4 of this Offer to Purchase. The
term "Expiration Date" shall mean 12:00 midnight, Eastern Time, on January
18, 1999, unless and until the Purchaser shall have extended the period of
time for which the Offer is open, in which event the term "Expiration Date"
shall mean the latest date on which the Offer, as so extended by the
Purchaser shall expire.

Subject to any approval rights of the General Partner under the terms of
the Partnership Agreement, the Purchaser reserves the right to transfer or
assign, (in whole or in part from time to time), to one or more of the
Purchaser's affiliates, the right to purchase all or any portion of the Units
tendered pursuant to the Offer. Any such transfer or assignment will not
relieve the Purchaser of its obligations under the Offer or prejudice the
rights of tendering Unit Holders to receive payment for Units validly
tendered and accepted for payment pursuant to the Offer.

The Offer is conditioned on satisfaction of certain conditions. See
"Tender Offer--Section 13. Certain Conditions of the Offer," which sets forth
in full the conditions of the Offer. The Purchaser reserves the right (but
shall not be obligated), for any reason, or for no reason, to waive any or
all of such conditions or to terminate the offer at any time. If any or all
of such conditions have not been satisfied or waived by the Expiration Date,
the Purchaser reserves the right (but shall not be obligated) to (i) decline
to purchase any of the Units tendered, (ii) terminate the Offer and return
all tendered Units to tendering Unit Holders, (iii) waive all the unsatisfied
conditions and, subject to complying with applicable rules and regulations of
the Commission, purchase all Units validly tendered, (iv) extend the Offer
and, subject to the right of Unit Holders to withdraw Units until the
Expiration Date, retain the Units that have been tendered during the period
or periods for which the Offer is extended or (v) to otherwise amend the
Offer.

The Offer to Purchase and the related Agreement of Sale are being mailed
at the Purchaser's expense to Unit Holders or beneficial owners of Units (in
case of Individual Retirement Accounts (IRA) and qualified plans).

SECTION 2. PRORATION; ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. If
not more than 6,500 Units are validly tendered and not properly withdrawn
prior to the Expiration Date the Purchaser, upon the terms and subject to the
conditions of the Offer, will accept for payment all such Units so tendered.

If more than 6,500 Units are validly tendered and not properly withdrawn
on or prior to the Expiration Date, the Purchaser, upon the terms and subject
to the conditions of the Offer, will accept for payment 6,500 Units so
tendered, on a pro rata basis with appropriate adjustments to avoid tenders
of fractional Units and purchases that would violate transfer restrictions
contained in the Partnership's Amended and Restated Agreement of Limited
Partnership ("Partnership Agreement").

<PAGE>

In the event that proration is required, because of the difficulty of
immediately determining the precise number of Units to be accepted, the
Purchaser will announce the final results of proration as soon as
practicable, but in no event later than five to ten business days following
the Expiration Date. Subject to the Purchaser's obligations under Rule
14e-1(c) under the Exchange Act to pay Unit Holders the Purchase Price in
respect of Units tendered or to return those Units promptly after termination
or withdrawal of the Offer, the Purchaser will not pay for any Units tendered
until after the final proration results have been determined.

Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any extension
or amendment), the Purchaser will accept for payment, and will pay for, Units
validly tendered and not withdrawn in accordance with Section 4 below, as
promptly as practicable following the Expiration Date. Upon written
notification by the Partnership that the Units purchased by the Purchaser
have been approved for transfer to it or that the selling Unit Holder's
address has been changed to Purchaser's address, the Purchaser will pay for
the Units. In all cases, payment for Units purchased pursuant to the Offer
will be made only after the Expiration Date and timely receipt by the
Purchaser of a properly completed and duly executed Agreement of Sale and any
other documents required by the Agreement of Sale.

For purposes of the Offer, the Purchaser shall be deemed to have
accepted for payment (and thereby purchased) tendered Units when, as and if
the Purchaser gives oral or written notice to the Depositary of the
Purchaser's acceptance for payment of such Units pursuant to the Offer. Upon
the terms and subject to the conditions of the Offer, payment for Units
purchased pursuant to the Offer will in all cases be made by the deposit of
the Purchase Price with the Depositary who will act as agent for the purpose
of receiving payment from the Purchaser and transmitting payment to the
tendering Unit Holders. Under no circumstances will interest be paid on the
Purchase Price for any Unit by reason of any delay in making such payment.

If any tendered Units are not purchased for any reason, the Agreement of
Sale with respect to such Units not purchased will be of no force or effect.
If, for any reason whatsoever, acceptance for payment of, or payment for, any
Units tendered pursuant to the Offer is delayed, then, without prejudice to
the Purchaser's rights under Section 13 (but subject to compliance with Rule
14e-1(c) under the Exchange Act), the Purchaser may retain tendered Units,
subject to any limitations of applicable law, and such Units may not be
withdrawn except to the extent that the tendering Unit Holders are entitled
to withdrawal rights as described in Section 4.

If, prior to the Expiration Date, the Purchaser shall increase the
consideration offered to Unit Holders pursuant to the Offer, such increased
consideration shall be paid for all Units accepted for payment pursuant to
the Offer, whether or not such Units were tendered prior to such increase.

The Purchaser reserves the right to transfer or assign, at any time and
from time to time, in whole or in part, to one or more affiliates or direct
or indirect subsidiaries of the Purchaser, the right to purchase Units
tendered pursuant to the Offer, but no such transfer or assignment will

<PAGE>

relieve the Purchaser of its obligations under the Offer or prejudice the
rights of tendering Unit Holders to receive payment for Units validly
tendered and accepted for payment pursuant to the Offer.

SECTION 3. PROCEDURES FOR TENDERING UNITS.

VALID TENDER. For Units to be validly tendered pursuant to the Offer, a
properly completed and duly executed Agreement of Sale must be received by
the Purchaser at its address set forth on the back cover of this Offer to
Purchase on or prior to the Expiration Date. A Unit Holder may tender any or
all Units owned by such Unit Holder.

In order for a tendering Unit Holder to participate in the Offer, Units
must be validly tendered and not withdrawn prior to the Expiration Date,
which is 12:00 midnight, Eastern Time, on January 18, 1999.

Although the Purchaser has included a pre-addressed envelope with this
Offer for the convenience of Unit Holders, the method of delivery of the
Agreement of Sale is at the option and sole risk of the tendering Unit
Holder, and the delivery will be deemed made only when actually received by
the Purchaser. If delivery is by mail, registered mail with return receipt
requested is recommended. In all cases, sufficient time should be allowed to
ensure timely delivery.

BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent the possible
application of backup federal income tax withholding with respect to payment
of the Purchase Price for Units purchased pursuant to the Offer, a tendering
Unit Holder must verify such Unit Holder's correct taxpayer identification
number or social security number, as applicable, and make certain
certifications that the Unit Holder is not subject to backup federal income
tax withholding.

The Unit Holder is required to certify in the Agreement of Sale, under
penalties of perjury, that (i) the tax identification number shown on the
Agreement of Sale is the Unit Holder's correct taxpayer identification
number; and (ii) the Unit Holder is not subject to backup withholding either
because the Unit Holder has not been notified by the Internal Revenue Service
(the "IRS") that the Unit Holder is subject to backup withholding as a result
of failure to report all interest or dividends, or the IRS has notified the
Unit Holder that the Unit Holder is no longer subject to backup withholding.

The Unit Holder is also required to certify in the Agreement of Sale,
under penalties of perjury, that the Unit Holder, if an individual, is not a
nonresident alien for purposes of U.S. income taxation, and if not an
individual, is not a foreign corporation, foreign partnership, foreign trust,
or foreign estate (as those terms are defined in the Internal Revenue Code
and Income Tax Regulations). The Unit Holder understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.

<PAGE>

TENDERS BY BENEFICIAL HOLDERS. Tenders of Units made by beneficial
holders of Units will be deemed an instruction to brokers, dealers,
commercial banks, trust companies, custodian and similar persons or entities
whose names, or the names of whose nominees, appear as the registered owner
of such Units, to tender such Units on behalf of such beneficial holder. A
tender of Units can only be made by the registered owner of such Units.

SIGNATURE GUARANTEES. The signature(s) on the Agreement of Sale must be
Medallion guaranteed by a commercial bank, savings bank, credit union,
savings and loan association or trust company having an office, branch or
agency in the United States, a brokerage firm that is a member firm of a
registered national securities exchange or a member of the National
Association of Securities Dealers, Inc., as provided in the Agreement of
Sale.

APPRAISAL RIGHTS. Unit Holders will not have any appraisal or
dissenter's rights with respect to or in connection with the Offer.

OTHER REQUIREMENTS. By executing and delivering the Agreement of Sale, a
tendering Unit Holder irrevocably appoints the Purchaser and/or designees of
the Purchaser and each of them as such Unit Holder's proxies, with full power
of substitution, in the manner set forth in this Agreement of Sale.

By executing and delivering the Agreement of Sale, a tendering Unit
Holder also irrevocably assigns to the Purchaser, and its assigns, all of the
right, title and interest, free and clear of all liens and encumbrances of
any kind, of such Unit Holder in the Partnership with respect to the Units
tendered and purchased pursuant to the Offer, including, without limitation,
such Unit Holder's right, title and interest in and to any and all
Distributions made by the Partnership after December 15, 1998 in respect of
the Units tendered by such Unit Holder and accepted for payment by the
Purchaser, regardless of the fact that the record date for any such
Distribution may be a date prior to December 15, 1998. The Purchaser will
seek to be admitted to the Partnership as an Assignee and/or a substitute
limited partner upon consummation of the purchase of Unit Holder's Units
pursuant to the Offer and it is the intention of the Unit Holder that upon
consummation of the purchase of Unit Holder's Units pursuant to the Offer
that the Purchaser succeed to the Unit Holder's interest as an assignee
and/or a substitute limited partner of the Partnership in such Unit Holder's
place.

By executing an Agreement of Sale as set forth above, a tendering Unit
Holder also agrees that notwithstanding any provisions of the Partnership's
Partnership Agreement which provide that any transfer is not effective until
a date subsequent to the date of any transfer of Units under the Offer, the
Purchase Price shall be reduced by any Distributions with respect to the
Units after December 15, 1998.

DETERMINATION OF VALIDITY; REJECTION OF UNITS; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the form of
documents and validity, eligibility (including time of receipt) and
acceptance for payment of any tender of Units will be determined by the
Purchaser, in its sole discretion, which determination will be final and
binding on all

<PAGE>

parties. The Purchaser reserves the absolute right to reject any or all
tenders determined by it not to be in proper form or the acceptance of or
payment for which may, in the opinion of the Purchaser or Purchaser's
counsel, be unlawful. The Purchaser also reserves the absolute right to waive
any of the conditions of the Offer or any defect or irregularity in any
tender of Units of any particular Unit Holder whether or not similar defects
or irregularities are waived in the case of other Unit Holders.

The Purchaser's interpretation of the terms and conditions of the Offer
(including the Agreement of Sale and the instructions thereto) will be final
and binding. No tender of Units will be deemed to have been validly made
until all defects and irregularities with respect to such tender have been
cured or waived. Neither the Purchaser nor any of its affiliates or assigns,
if any, or any other person will be under any duty to give any notification
of any defects or irregularities in tenders or incur any liability for
failure to give any such notification.

The Purchaser's acceptance for payment of Units tendered pursuant to any
of the procedures described above will constitute a binding agreement between
the tendering Unit Holder and the Purchaser upon the terms and subject to the
conditions of the Offer.

SECTION 4. WITHDRAWAL RIGHTS. Except as otherwise provided in this
Section 4, tenders of Units made pursuant to the Offer are irrevocable. Units
tendered pursuant to the Offer may be withdrawn at any time on or prior to
the Expiration Date and, unless previously accepted for payment as provided
herein, may also be withdrawn at any time after February 14, 1999 (or such
later date as may apply in case the Offer is extended).

If, for any reason whatsoever, acceptance for payment of any Units
tendered pursuant to the Offer is delayed, or the Purchaser is unable to
accept for payment or pay for Units tendered pursuant to the Offer, then,
without prejudice to the Purchaser's rights set forth herein, the Purchaser
may retain tendered Units and such Units may not be withdrawn, except to the
extent that the tendering Unit Holder is entitled to and duly exercises
withdrawal rights as described in this Section 4. Any such delay will be by
an extension of the Offer to the extent required by law.

In order for a withdrawal to be effective, a written notice of
withdrawal must be timely received by the Depositary at its address set forth
on the last page of this Offer to Purchase. Any such notice of withdrawal
must specify the name of the person who tendered the Units to be withdrawn,
with the signature of such person Medallion guaranteed in the same manner as
the signature in the Agreement of Sale, the number of Units to be withdrawn,
and (if the Agreement of Sale has been delivered) the name of the Unit Holder
as set forth in the Agreement of Sale. Withdrawals of Units may not be
rescinded. Any Units properly withdrawn will be deemed not validly tendered
for purposes of the Offer, but may be retendered at any subsequent time prior
to the Expiration Date by following any of the procedures described in
Section 3.

All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination will be final and binding. Neither the
Purchaser nor any of its affiliates or assigns, if any, or any other

<PAGE>

person will be under any duty to give any notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure
to give any such notification.

SECTION 5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. The
Purchaser expressly reserves the right, in its sole discretion, at any time
and from time to time, (i) to extend the period of time during which the
Offer is open and thereby delay acceptance for payment of, and the payment
for, any Units by giving oral or written notice of such extension, (ii) to
terminate the Offer at any time from any or no reason and not accept for
payment any Units not theretofore accepted for payment or paid for, by giving
oral or written notice of such termination. (iii) upon the failure to satisfy
any of the conditions specified in Section 13, to delay the acceptance for
payment of, or payment for, any Units not heretofore accepted for payment or
paid for, by giving oral or written notice of such termination or delay, and
(iv) to amend the Offer in any respect (including, without limitation, by
increasing or decreasing the consideration offered or the number of Units
being sought in the Offer or both) by giving oral or written notice of such
amendment. Any extension, termination or amendment will be followed as
promptly as practicable by public announcement, the announcement in the case
of an extension to be issued no later than 9:00 a.m., Eastern Time, on the
next business day after the previously scheduled Expiration Date, in
accordance with the public announcement requirement of Rule 14e-1(d) under
the Exchange Act.

If the Purchaser makes a material change in the terms of the Offer or
the information concerning the Offer or waives a material condition of the
Offer, the Purchaser will extend the Offer to the extent required by Rules
14d-4(c) and 14d-6(d) under the Exchange Act. The minimum period during which
an offer must remain open following a material change in the terms of the
offer or of information concerning the offer, other than a change in price or
a change in percentage of securities sought, will depend upon the facts and
circumstances, including the relative materiality of the change in the terms
or information. With respect to a change in price or a change in percentage
of securities sought (other than an increase of not more than 2% of the
securities sought), however, a minimum ten business day period is generally
required to allow for adequate dissemination to security holders and for
investor response. As used in this Offer, "business day" means any day other
than a Saturday, Sunday or a federal holiday, and consists of the time period
from 12:01 a.m. through 12:00 midnight, Eastern Time.

SECTION 6. CERTAIN TAX CONSEQUENCES.

UNIT HOLDERS SHOULD CONSULT THEIR RESPECTIVE TAX ADVISORS AS TO THE
PARTICULAR TAX CONSEQUENCES TO EACH SUCH UNIT HOLDER OF SELLING UNITS
PURSUANT TO THE OFFER.

SECTION 7. PURPOSE AND EFFECTS OF THE OFFER.

PURPOSE OF THE OFFER. The Purchaser is making the Offer for investment
purposes only (See Section 8 -- "Future Plans") with a view towards making a
profit. The Purchaser's intent is to acquire the Units at a discount to the
value that the Purchaser might ultimately realize from owning the Units.

<PAGE>

The Offer is being made by the Purchaser as a speculative investment
based upon the belief that the Units represent an attractive investment at
the price offered based upon, in part, the remaining assets of the
Partnership. The purpose of the Offer is to allow the Purchaser to benefit
from any one combination of the following: (i) any cash distributions from
Partnership operations in the ordinary course of business; (ii)
distributions, if any, of net proceeds from the liquidation of any properties
after the Partnership has satisfied its liabilities; (iii) any cash from any
redemption of the Units by the Partnership; and (iv) sale of the Units.

The Purchaser established the Purchase Price of $1,000 per Unit based on
a number of factors, including (i) the prices of recent secondary market
resales of the Units; (ii) the illiquid nature of the investment; and (iii)
the costs to the Purchaser associated with acquiring the Units ("Factors").

The Purchase Price represents the price at which the Purchasers are
willing to purchase Units. No independent person has been retained by the
Purchaser to evaluate or render any opinion with respect to the fairness of
the Purchase Price to the Seller's and no representation is made as to such
fairness. The Purchaser urges those Unitholders that are considering
tendering their Units pursuant to the Offer to first consult with their own
advisors (e.g., tax, financial) in evaluating the terms of the Offer before
deciding whether or not to tender Units.

The Purchaser is offering to purchase Units which are a relatively
illiquid investment and are not offering to purchase the Partnership's
underlying assets. Consequently, the Purchaser does not believe that the
underlying asset value of the Partnership is determinative in arriving at the
Purchase Price. Nevertheless, using publicly available information concerning
the Partnership contained in the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1997, the Purchaser used an estimated asset value
to derive an estimated market value for the Units solely for purposes of
formulating their Offer.

In determining their estimated value of the Units, the Purchaser first
calculated the estimated current net operating income in accordance with the
Partnership's financial statements. Then, in consideration of the Factors
discussed above, the Purchaser determined the appropriate capitalization rate
for the Partnership's net operating income. The resulting net asset value of
the Partnership's properties was added to the Partnership's net current
assets and the Partnership's total estimated asset value was then reduced by
the Purchaser's estimate of the hypothetical costs to liquidate the portfolio
plus the Purchaser's estimated acquisition and transfer costs.

Other measures of value may be relevant to a Unit Holder and all Unit
Holders are urged to carefully consider all of the information contained in
the Offer to Purchase and Agreement of Sale and to consult with their own
advisors (tax, financial or otherwise) in evaluating the terms of the Offer
before deciding whether to tender Units. The Offer is being made as a
speculative investment by the Purchaser based on its belief that there is
inherent underlying value in the assets of the Partnership.

11
<PAGE>

The General Partner disclosed in its Annual Report on Form 10-K for the
year ended December 31, 1997 filed with the Commission in March, 1998 (the
"1997 10-K"), the following information with regard to restrictions on
transfer of Units:

"There is no public market for the Units, and it is not anticipated
that a public market for the Units will develop. The transfer of
Units, or any interest therein, is subject to a variety of
restrictions. Limited Partners may not transfer their interests in
the Partnership if, in the opinion of the Partnership's counsel, such
transfers might violate the registration requirements of the
Securities Act of 1933, as amended, or the laws of any other
jurisdiction or agency applicable to the transfers, cause the
Partnership to be regarded as an association taxable as a corporation,
result in the dissolution or termination of the Partnership or result
in a Hotel Partnership's not being able to obtain or continue in
effect any license permitting the service or sale of alcoholic
beverages in its Hotel. The assignee must also meet certain other
requirements set forth in the Amended and Restated Agreement of
Limited Partnership of Westin Hotels Limited Partnership before it may
be recognized as a substituted Limited Partner, including the payment
of all reasonable expenses connected with the transfer of any
interest. The limited partners or their representatives must furnish,
as to voluntary transfers, sufficient information to counsel to permit
the foregoing determination to be made.

"The General Partner is aware of certain transfers of Units between
unrelated parties, some of which do occur through certain secondary markets
that specialize in trading limited partnership interests ("Limited
Partnership Exchanges"). Initially, because these transactions were limited
and sporadic in number and volume, it had been the General Partner's policy
not to disclose the prices at which Units were transferred. Around July
1996, in response to direct requests for Unit sales price and value
estimates, the General Partner began advising individuals that Unit
exchange sales were occurring on Limited Partnership Exchanges and
providing those individuals with the names of Limited Partnership Exchanges
and other sources to contact for exchange trading price information.

"In 1996, 1997, and more recently, in 1998, the General Partner became
aware of offers to purchase Units, which were mailed to limited partners,
that have ranged from $185 to $700 per Unit. The General Partner responded,
without recommending either an acceptance or rejection of any offer, by
providing the limited partners with certain information concerning reported
Unit sales. The following information reflects the Partnership's records of
the average and range of Unit sale prices to date:"

Average per Unit Range of per Unit Sale
Sales Price Sales Price
- ----------------------------------------------------------------------------------------
<S> <C> <C>
1996: First Quarter $201.63 $120.00 to $215.34
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Second Quarter $242.32 $150.12 to $269.00

Third Quarter $315.81 $204.50 to $347.00

Fourth Quarter $363.84 $340.00 to $387.60

1997: First Quarter $505.93 $320.00 to $624.75

Second Quarter $530.37 $400.00 to $590.00
(through April 21, when sales were suspended)

1998: First Quarter $733.01 $545.00 to $890.00
(through March 21, 1998)
</TABLE>

"In October 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% 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 interests. On
April 21, 1997, upon reaching 1997 Unit sales aggregating 6,848, the
General Partner suspended its approval of any Unit sales transfer requests
in order to comply with the 5% safe harbor. The Partnership has already
received transfer requests for 6,514 Unit sales for the first quarter of
1998. When the Partnership reaches 1998 Unit sales aggregating 6,848, the
General Partner will suspend its approval of any Unit sales transfer
requests for the remainder of 1998."

Purchaser believes that Units purchased pursuant to a tender offer
pursuant to Schedule 14D-1 filed would not violate the publicly traded
partnership rules. Further, the Partnership agreed in writing to change the
address on the records of the Partnership from Seller to Purchaser, which the
Partnership has done for the Purchaser's prior offers. (See Section 9 --
"Past Contacts and Negotiation With General Partner").

In determining the number of Units for which the Offer is made
(representing approximately 4.8% of the outstanding Units), the Purchaser
took these restrictions into account and has conditioned the Offer on not
violating such restrictions. See "Tender Offer--Section 13. Certain
Conditions of the Offer." The foregoing are hereafter referred to as the
"Transfer Restrictions."

EFFECT ON TRADING MARKET AND PRICE RANGE OF THE UNITS. If a substantial
number of Units are purchased pursuant to the Offer, the result will be a
reduction in the number of Unit Holders. In the case of certain kinds of
equity securities, a reduction in the number of security-holders might be
expected to result in a reduction in the liquidity and volume of activity

<PAGE>

in the trading market for the security. In this case, however, there is a
limited trading market for the Units and, therefore, the Purchaser does not
believe a reduction in the number of Unit Holders will materially further
restrict the Unit Holders' ability to find purchasers for their Units.

The Partnership disclosed in its 1997 10-K that there is no public
market for the Units, and it is not anticipated that a public market will
develop.

The Units are registered under Section 12(g) of the Exchange Act, which
means, among other things, that the Partnership is required to file periodic
reports with the Commission and to comply with the Commission's proxy rules.
The Purchaser does not expect or intend that consummation of the Offer will
cause the Units to cease to be registered under Section 12(g) of the Exchange
Act. Currently, there are approximately 8,284 Unit Holders. If the Units were
to be held by fewer than 300 persons, the Partnership could apply to
de-register the Units under the Exchange Act. Because the Units are widely
held, however, the Purchaser expects that even if it purchases the maximum
number of Units in the Offer, after that purchase the Units will be held of
record by substantially more than 300 persons.

Partnership Spectrum, a third party publication reported that during the
period September 1, 1998 through October 31, 1998 that trades at an average
weighted price of $925 per Unit, encompassing 480 Units, took place. Such
secondary market selling prices, however, do not take into account
commissions charged by secondary market makers effectuating such sales which
the Purchaser believes, based on a typical ten Unit sales transaction, range
from 5% to 8% of the sales proceeds (which would result in a reduction of net
proceeds to the seller of approximately $462 to approximately $740).

The successful purchase of 4.8% of the outstanding Units by the
Purchaser will cause the Purchaser to own approximately 9.7% of the
outstanding Units. The Purchaser may then be a position to exert a strong
influence upon the General Partner and the operation of the Partnership.

SECTION 8. FUTURE PLANS. The Purchaser is acquiring the Units pursuant
to the Offer for investment purposes only, has no current intentions to
change current management or operations of the Partnership and has no current
plans for any extraordinary transactions involving the Partnership.

The Purchaser believes that current market conditions are such that a
sale of the Partnership's properties would be in the best interests of the
Unit Holders. Purchaser has sought, and may in the future seek, to encourage
the Partnership to have the Partnership's properties sold and have the
Partnership liquidated and dissolved. If the Partnership does not sell the
hotels in a timely manner, the Purchaser may seek to cause a vote of Unit
Holders to sell the hotels, or remove the General Partner, and elect a new
general partner who will sell the hotels. See Section 9 ("Past Contacts and
Negotiations with General Partner").

The Purchaser and its affiliates may acquire additional Units through
private purchases, one or more future tender offers or by any other means
deemed advisable. Such future purchases will also be for investment purposes
only and may be at prices higher or lower than the Purchase Price.

<PAGE>

SECTION 9. PAST CONTACTS AND NEGOTIATIONS WITH GENERAL PARTNER.

Purchaser first requested the list of Limited Partners of the
Partnership in August 1996, and received the list of Limited Partners from
the Partnership in a timely manner. From October 1996 to June 1998 Purchaser
has had continuous discussions by telephone, letter, and memorandum with the
Partnership pursuant to matters pertaining to the transfer of Units from
sellers to Purchaser, including the applicability of the "publicly traded
partnership" tax rules regarding transfers. As a result of such
communications, the Partnership has agreed to cause the address of the
sellers of Units to the Purchaser to change the seller's address to the
Purchaser's address, which the Partnership has done in connection with
certain of the sellers' Units acquired by Purchaser as a result of prior
offers described below.

Purchaser, pursuant to seven separate limited tender offers, acquired a
total of 6,749 Units, which is approximately 4.97% of the issued and
outstanding Units of the Partnership. On September 18, 1996, Purchaser
commenced the first limited tender offer for 6,780 Units at a price of $230
per Unit, pursuant to which Purchaser acquired 3,092 Units, which offer
expired on November 26, 1996. On February 18, 1997, Purchaser commenced a
second limited tender offer for an additional 3,497 Units at a purchase price
of $310 per Unit, pursuant to which Purchaser acquired 384 Units, which offer
expired on March 20, 1997. Purchaser commenced a third limited tender offer
on June 2, 1997 for an additional 3,233 Units at a purchase price of $450 per
Unit, pursuant to which Purchaser acquired 733 Units, which offer expired on
July 3, 1997. On August 12, 1997, Purchaser commenced its fourth limited
tender offer for an additional 2,435 Units at a purchase price of $550 per
Unit, pursuant to which Purchaser acquired 281 Units, which offer expired on
September 17, 1997. Purchaser commenced its fifth limited tender offer on
October 17, 1997 for an additional 2,119 Units at a purchase price of $650
per Unit, pursuant to which Purchaser acquired 754 Units which offer expired
on November 18, 1997. On January 30, 1998, Purchaser commenced a sixth
limited tender offer for an additional 1,399 Units at a purchase price of
$700 per Unit, pursuant to which Purchaser acquired 990 Units which offer
expired on February 27, 1998. Purchaser commenced its final limited tender
offer on April 15, 1998 for an additional 530 Units at a purchase price of
$750 per Unit, pursuant to which purchaser acquired 515 Units, which offer
expired on May 15, 1998.

In the fall of 1997, Purchaser contacted the General Partner by
telephone to determine whether the General Partner might have any interest in
purchasing the Units owned by Purchaser in the Partnership. The General
Partner indicated that they had an interest but they had a major tax problem
to overcome in that the General Partner was now owned by Starwood Hotels and
Resorts Trust ("Starwood") which was a "Paired-Share" Real Estate Investment
Trust ("REIT") and had received special tax benefits by reason of being a
Paired-Share REIT. There was a very legitimate concern as to whether or not
they could purchase Purchaser's Units. The tax lawyers retained by Purchaser
and the tax lawyers for Starwood were never able to come to the opinion that
Starwood could acquire Purchaser's Units without jeopardizing their
Paired-Share status. As a result, negotiations for any possible purchase of
the Units were terminated.

On November 5, 1998, Purchaser sent a letter to the Unit Holders (a copy
of which was

<PAGE>

sent to the General Partner of the Partnership) seeking the Unit Holder's
consent to request the Partnership to cause a vote of the Unit Holders to sell
the Partnership's hotels. Unit Holder's in excess of 20% of the Units agreed
to join Purchaser in such request. As a result of such letter and telephone
conversations between the Purchaser and the General Partner, the Purchaser
was advised in a telephone conversation with the General Partner on November
19, 1998 that the General Partner will cause the partnership to immediately
proceed with the sale of the hotels and that within two to three weeks from
that date the General Partner will send the Unit Holder a letter to that
effect. Because of the General Partner's anticipated action to sell the
hotels, the request to the General Partner to commence such a consent
solicitation has not been formally made. If the sale of the hotels is not
commenced, the Purchaser will seek to have the General Partner cause a vote
of Unit Holders to sell the hotels and/or remove the General Partner of the
Partnership. See Section 8. ("Future Plans").

On November 19, 1998, Purchaser, provided the General Partner with the
name of a potential purchaser of Partnership's hotels.

SECTION 10. CERTAIN INFORMATION CONCERNING THE BUSINESS OF THE
PARTNERSHIP AND RELATED MATTERS.

BUSINESS. The following information was extracted from the
Partnership's 1997 10-K, the Quarterly Report on Form 10-Q for the nine-month
period ended September 30, 1997 and Current Reports on Form 8-K filed during
1998 (collectively the "Reports"), which Reports were filed with the
Commission. The Purchaser did not prepare any of the information contained
in such reports and extracted in this Offer and the Purchaser makes no
representation as to the accuracy or completeness of such information.

The Partnership was organized on April 25, 1986 under the laws of Delaware.
The Partnership is engaged solely in the business of owning and operating
hotels. The Partnership's business offices are located at 2231 East Camelback
Road, Suite 400, Phoenix, Arizona 85106-3435.

The General Partner disclosed is its 1997 10-K that:

"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"), a
hotel management and operating company, completed the merger of Westin Hotels
& Resorts Worldwide, Inc. ("Westin Worldwide"). Effective upon closing of the
Westin Worldwide merger, the Trust's and Corporation's names were changed to
Starwood Hotels & Resorts Trust and Starwood Hotels & Resorts Worldwide,
Inc., respectively. The Trust was renamed Starwood Hotels & Resorts on
February 24, 1998. The Trust and Corporation together are referred to as
"Starwood". This transaction was pursuant to the Transaction Agreement, dated
as of September 8, 1997, among WHWE L.L.C., a Delaware limited liability
company, Woodstar Investor Partnership, a Delaware general partnership,
Nomura Asset Capital Corporation, a Delaware corporation, Juergen Bartels,
W&S Hotel L.L.C., a Delaware limited liability company, Westin Hotels &
Resorts Worldwide, Inc., a Delaware

16
<PAGE>

corporation, W&S Lauderdale Corp., a Delaware corporation, W&S Seattle Corp.,
a Delaware corporation, Westin St. John Hotel Company, Inc., a United States
Virgin Islands corporation, W&S Denver Corp., a Delaware corporation, W&S
Atlanta Corp., a Delaware corporation, Starwood Lodging Trust, a Maryland
real estate investment trust, SLT Realty Limited Partnership, a Delaware
limited partnership, Starwood Lodging Corporation, a Maryland corporation and
SLC Operating Limited Partnership, a Delaware limited partnership
("Transaction Agreement").

"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, St. Francis Corp., and 909
Corp., each formerly wholly owned subsidiaries of Westin Hotel Company, are
now wholly owned subsidiaries of the Corporation. The merger does not change
the structure of the General Partner's and limited partners' ownership
interest in either the Partnership or the Hotel Partnerships. Moreover, none
of the owners of Starwood have 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 Corp.
and for The Westin Michigan Avenue, Chicago to 909 Corp. The Hotels continue
to be managed as full-service Westin hotels and operated as part of the
Westin international hotel system.

"On February 24, 1998, the Corporation acquired ITT Corporation,
creating a preeminent global hotel company with 650 hotels in 70 countries.
This transaction was pursuant to the Amended and Restated Agreement and Plan
of Merger dated as of November 12, 1997, among Starwood Lodging Corporation,
a Maryland corporation ("Parent"), Chess Acquisition Corp., a Nevada
corporation and a controlled subsidiary of Parent, Starwood Lodging Trust, a
Maryland real estate investment trust and ITT Corporation, a Nevada
corporation. Because the Corporation and its affiliates own and/or operate
hotels other than those owned by the Partnership, potential conflicts of
interest exist. While the Corporation and its officers have the right to
compete with the Hotels, including the right to own, operate and develop
competing hotels, the General Partner is under a fiduciary duty to conduct
the affairs of the Partnership and consequently must exercise good faith and
integrity in handling Partnership affairs."

"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 sell or

<PAGE>

refinance the properties. By the end of 2001, the General Partner must use
its best efforts to sell or refinance the Hotel properties."

DISTRIBUTIONS. The Partnership disclosed in its 1997 10-K, that it made
distributions as follows:

<TABLE>
<CAPTION>
Year Ending Distributions Per
December 31 Unit
----------- -----------------
<S> <C>
1995 $-0-

1996 $-0-
1997 $95.00
</TABLE>

The Partnership's General Partner in a letter dated November 3, 1998 to
limited partners stated "The total planned distribution for 1998 is $95 per
Unit."

Set forth below is a summary of certain financial information with
respect to the Partnership, which has been excerpted or derived from the
Partnership's 1997 10-K Quarterly Report on Form 10-Q for the Quarterly
Period ended September 30, 1998. More comprehensive financial and other
information is included in such reports and other documents filed by the
Partnership with the Commission, and the following summary is qualified in
its entirety by reference to such reports and other documents and all the
financial information and related notes contained therein. Such reports and
other documents may be examined and copies may be obtained from the offices
of the Commission at the addresses set forth in the "Introduction." The
Purchaser disclaims any responsibility for the information included in such
reports and documents, and extracted in this Offer to Purchase.

18
<PAGE>

Selected Financial Information
(In Thousands of Dollars, Except Per Unit Amounts)

<TABLE>
<CAPTION>
Fiscal Year Fiscal Year Fiscal Year
Ended 12/31/97 Ended 12/31/96 Ended 12/31/95
-------------- -------------- --------------
<S> <C> <C> <C>
Operating Profit $22,459 $19,899 $13,994

Net Income $ 9,691 $ 6,978 $1,713

Net Income per Unit $71.47 $ 51.46 $12.63

Balance Sheet Data (in As of As of As of
thousands): 12/31/97 12/31/96 12/31/95
-------------- -------------- --------------
Total Assets $269,785 $263,148 $246,698

Total Liabilities $200,862 $191,199 $181,859

Total Partners Equity $ 65,190 $ 68,381 $ 61,403

Units Outstanding 135,600 135,600 135,600
</TABLE>

<PAGE>

Nine Months Ended
(Dollars in Thousands, Except Per Unit Amounts)
(Unaudited)

<TABLE>
<CAPTION>
September 30, 1998 September 30, 1997
------------------ ------------------
<S> <C> <C>
Operating Profit $ 21,820 $ 15,977

Net Income $ 12,047 $ 6,456

Net Income per Unit $ 88.84 $ 47.61

Total Assets $282,692 $269,369

Total Liabilities $211,211 $197,290

Total Partner's Equity $ 67,576 $ 68,396

Units Outstanding 135,600 135,600
</TABLE>

The foregoing summary is qualified in its entirety by reference to such
Reports and all of the financial information and related notes contained
therein.

For information concerning the properties owned by the Partnership,
please refer to Schedule 2 attached hereto, which is incorporated herein by
reference.

SECTION 11. CERTAIN INFORMATION CONCERNING THE PURCHASER.

The Purchaser is a Delaware Limited Liability Company which was
organized for the purpose of acquiring the Units in the Partnership. The
Manager of the Purchaser is Arlen Capital, LLC, a California limited
liability company ("AC"), which is controlled by its two members, Don
Augustine and Lynn T. Wells. AC is engaged in financial and business
consulting, and making opportunistic investments which include making tender
offers on public and private real estate limited partnerships. The
Purchaser's and AC's offices are located at 1650 Hotel Circle North, Suite
200, San Diego, California 92108. For certain information concerning the
members of AC, see Schedule 1 to this Offer to Purchase. The Purchaser owns
6,749 Units which is approximately 4.97% of the issued and outstanding Units.

Except as otherwise set forth herein, (i) neither the Purchaser nor, to
the best knowledge of the Purchaser, any of the persons listed on Schedule 1,
or any affiliate of the Purchaser

<PAGE>

beneficially owns or has a right to acquire any Units; (ii) neither the
Purchaser nor, to the best knowledge of the Purchaser, any of the persons
listed on Schedule 1, or any affiliate of the Purchaser or any member,
director, executive officer, or subsidiary of any of the foregoing has
effected any transaction in the Units; (iii) neither the Purchaser nor, to
the best knowledge of the Purchaser, any of the persons listed on Schedule 1
or any affiliate of the Purchaser has any contract, arrangement,
understanding, or relationship with any other person with respect to any
securities of the Partnership, including but not limited to, contracts,
arrangements, understandings, or relationships concerning the transfer or
voting thereof, joint ventures, loan or option arrangements, puts or calls,
guarantees of loans, guarantees against loss, or the giving or withholding of
proxies, consents, or authorizations; (iv) there have been no transactions or
business relationships which would be required to be disclosed under the
rules and regulations of the SEC between any of the Purchasers, or, to the
best knowledge of the Purchaser, any of the persons listed on Schedule 1 or
any affiliate of the Purchaser, on the one hand, and the Partnership or
affiliates, on the other hand; and (v) there have been no contracts,
negotiations, or transactions between the Purchaser or to the best knowledge
of the Purchaser, any of the persons listed on Schedule 1 or any affiliate of
the Purchaser, on the one hand, and the Partnership or its affiliates, on the
other hand, concerning a merger, consolidation or acquisition, tender offer
(other than as described in Section 8 of this Offer) or other acquisition of
securities, an election or removal of the General Partner, or a sale or other
transfer of a material amount of assets.

SECTION 12. SOURCE OF FUNDS. The Purchaser expects that approximately
$6,500,000 (exclusive of fees and expenses) will be required to purchase
6,500 Units (approximately 4.8% of the 135,600 Units outstanding), if
tendered. The Purchaser is not a public company. The Offer is not contingent
on obtaining financing.

SECTION 13. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other
provisions of the Offer, the Purchaser will not be required to accept for
payment or, subject to any applicable rules or regulations of the Commission,
including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser's
obligation to pay for or return tendered Units promptly after the expiration
or termination of the Offer), to pay for any Units tendered, and may postpone
the acceptance for payment or, subject to the restriction referred to above,
payment for any Units tendered, and may amend or terminate the Offer if (i)
the Purchaser shall not have confirmed to its reasonable satisfaction that,
upon purchase of the Units pursuant to the Offer, the Purchaser will have
full rights to ownership as to all such Units and that the Purchaser will
become a registered owner on the books and records of the Partnership, (ii)
the Purchaser shall not have confirmed to its reasonable satisfaction that,
upon the purchase of the Units pursuant to the Offer, the Transfer
Restrictions will have been satisfied, or (iii) all authorizations, consents,
orders or approvals of, or declarations or filings with, or expirations of
waiting periods imposed by, any court, administrative agency or commission or
other governmental authority or instrumentality, domestic or foreign,
necessary for the consummation of the purchase contemplated by the Offer
shall not have been filed, occurred or been obtained. Furthermore,
notwithstanding any other term of the Offer, the Purchaser will not be
required to accept for payment or pay for any Units not theretofore accepted
for payment or paid for and may terminate or amend the Offer as to such

<PAGE>

Units if, at any time on or after the date of the Offer and before the
Expiration Date any of the following conditions exist:

(a) the acceptance by the Purchaser of Units tendered and not withdrawn
pursuant to the Offer or the transfer of such Units to the Purchaser violates
restrictions in the Partnership Agreement which prohibit any transfer of
Units which would cause a termination of the Partnership or would cause the
Partnership to be taxed as a "publicly traded partnership" under the Internal
Revenue Code;

(b) there shall have been threatened, instituted or pending any action
or proceeding before any court or governmental agency or other regulatory or
administrative agency or commission or by any other person, challenging the
acquisition of any Units pursuant to the Offer or otherwise directly or
indirectly relating to the Offer, or otherwise, in the judgment of the
Purchaser, adversely affecting the Purchaser or the Partnership;

(c) any statute, rule or regulation shall have been proposed, enacted,
promulgated or deemed applicable to the Offer, or any action or order shall
have been proposed, entered into or taken, by any government, governmental
agency, or other regulatory or administrative agency or authority, which, in
the judgment of the Purchaser, might (i) result in a delay in the ability of
the Purchaser or render the Purchaser unable, to purchase or pay for some or
all of the tendered Units, (ii) make such purchase or payment illegal, or
(iii) otherwise adversely affect the Purchaser or the Partnership;

(d) any change shall have occurred or be threatened in the business,
financial condition, results of operations, tax status or prospects of the
Partnership which, in the judgment of the Purchaser, is or may be adverse to
the Partnership, or the Purchaser shall have become aware of any facts which,
in the judgment of the Purchaser, have or may have adverse significance with
respect to the value of the Units;

(e) there shall have occurred (i) any general suspension of, or
limitation on prices for or trading in, securities in the over-the-counter
market or on the New York Stock Exchange, Inc., (ii) a declaration of a
banking moratorium or any suspension of payment in respect of banks in the
United States or any limitation by federal or state authorities on the
extension of credit by lending institutions or (iii) the commencement of a
war, armed hostilities or other international or national calamity directly
or indirectly involving the United States; or, in the case of any of the
foregoing existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof;

(f) a tender or exchange offer for some or all of the Units is made, or
publicly proposed to be made or amended, by another person;

<PAGE>

(g) the Partnership shall have (i) issued, or authorized or proposed
the issuance of, any partnership interests of any class, or any securities
convertible into, or rights, warrants or options to acquire, any such
interests or other convertible securities, (ii) issued or authorized or
proposed the issuance of any other securities, in respect of, in lieu of, or
in substitution for, all or any of the presently outstanding Units, (iii)
declared or paid any distribution, OTHER THAN IN CASH, on any of its
partnership interests, (iv) authorized, proposed or announced its intention
to propose any merger, consolidation or business combination transaction,
acquisition of assets, disposition of assets or material change in its
capitalization, or any comparable event not in the ordinary course of
business, or (v) proposed or effected any amendment to the Partnership's
Agreement of Limited Partnership;

(h) the failure to occur of any necessary approval or authorization by
any Federal or state authorities necessary to consummation of the Purchaser
of all or any part of the Units to be acquired hereby, which in the sole
judgment of the Purchaser in any such case, and regardless of the
circumstances (including any action of the Purchaser) giving rise thereto,
makes it inadvisable to proceed with such purchase or payment; or

(i) the Purchaser or any of its affiliates and the Partnership shall
have agreed that the Purchaser shall amend or terminate the Offer or postpone
the payment for the Units pursuant thereto.

The foregoing conditions are for the sole benefit of the Purchaser and
its affiliates and may be asserted by the Purchaser regardless of the
circumstances (including, without limitation, any action or inaction by the
Purchaser or any of its affiliates) giving rise to such condition, or may be
waived by the Purchaser, in whole or in part, from time to time in its sole
discretion. The failure by the Purchaser at any time to exercise the
foregoing rights will not be deemed a waiver of such rights, which rights
will be deemed to be ongoing and may be asserted at any time and from time to
time. Any determination by the Purchaser concerning the events described in
this Section 13 will be final and binding upon all parties.

<PAGE>

SECTION 14. CERTAIN LEGAL MATTERS AND REQUIRED REGULATORY APPROVALS.

GENERAL. Except as set forth in this Offer to Purchase, based on its
review of publicly available filings by the Partnership with the Commission
and other publicly available information regarding the Partnership, the
Purchaser is not aware of any licenses or regulatory permits that would be
material to the business of the Partnership, taken as a whole, and that might
be adversely affected by the Purchaser's acquisition of Units as contemplated
herein, or any filings, approvals or other actions by or with any domestic,
foreign or governmental authority or administrative or regulatory agency that
would be required prior to the acquisition of Units by the Purchaser pursuant
to the Offer as contemplated herein. Should any such approval or other action
be required, there can be no assurance that any such additional approval or
action, if needed, would be obtained without substantial conditions or that
adverse consequences might not result to the Partnership's business, or that
certain parts of the Partnership's or the Purchaser's business might not have
to be disposed of or held separate or other substantial conditions complied
with in order to obtain such approval. The Purchaser's obligation to purchase
and pay for Units is subject to certain conditions. See "Offer to Purchase --
Section 13. Certain Conditions of the Offer."

ANTITRUST. Under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), and the rules and regulations that have
been promulgated thereunder by the Federal Trade Commission (the "FTC"),
certain acquisition transactions may not be consummated until certain
information and documentary material has been furnished for review by the
Antitrust Division of the Department of Justice (the "Antitrust Division")
and the FTC and certain waiting period requirements have been satisfied. The
Purchaser does not currently believe any filing is required under the HSR Act
with respect to its acquisition of Units contemplated by the offer.

Based upon an examination of publicly available information relating to
the business in which the Partnership is engaged, the Purchaser believes that
the acquisition of Units pursuant to the Offer would not violate the
antitrust laws. Nevertheless, there can be no assurance that a challenge to
the Offer on antitrust grounds will not be made, or, if such challenge is
made, what the result will be.

STATE TAKEOVER LAWS. The Purchaser has not attempted to comply with any
state takeover statutes in connection with the Offer. The Purchaser reserves
the right to challenge the validity or applicability of any state law
allegedly applicable to the Offer and nothing in the Offer, nor any action
taken in connection herewith, is intended as a waiver of that right. In the
event that any state takeover statute is found applicable to the Offer, the
Purchaser might be unable to accept for payment or purchase Units tendered
pursuant to the Offer or be delayed in continuing or consummating the Offer.
In such case, the Purchaser may not be obligated to accept for purchase, or
pay for, any Units tendered.

SECTION 15. FEES AND EXPENSES. The Purchaser will pay all expenses of
the Offer, including the fees and expenses of Arlen Capital, LLC, the
Depositary. The Purchaser will not pay any fees or commissions to any broker,
dealer or other person for soliciting tenders of Units

<PAGE>

pursuant to the Offer. Brokers, dealers, commercial banks and trust companies
and other nominees, if any, will, upon request and prior approval of the
Purchaser, be reimbursed by the Purchaser for reasonable and customary
clerical and mailing expenses incurred by them in forwarding materials to
their customers.

SECTION 16. MISCELLANEOUS. THE OFFER IS NOT BEING MADE TO (NOR WILL
TENDERS BE ACCEPTED FROM OR ON BEHALF OF) UNIT HOLDERS IN ANY JURISDICTION IN
WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. THE PURCHASER IS NOT AWARE OF
ANY JURISDICTION WITHIN THE UNITED STATES IN WHICH THE MAKING OF THE OFFER OR
THE ACCEPTANCE THEREOF WOULD BE ILLEGAL.

In any jurisdiction where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Purchaser will
engage one or more registered brokers or dealers that are licensed under the
laws of such jurisdiction to make the Offer. The Purchaser has filed with
the Commission the Schedule 14D-1, together with exhibits, pursuant to Rule
14d-3 of the General Rules and Regulations under the Exchange Act, furnishing
certain information with respect to the Offer, and may file amendments
thereto. Such Schedule 14D-1 and any amendments thereto, including exhibits,
may be examined and copies may be obtained from the Commission as set forth
above in "Introduction."

No person has been authorized to give any information or to make any
representation on behalf of the Purchaser not contained in this Offer to
Purchase or in the Agreement of Sale and, if given or made, any such
information or representation must not be relied upon as having been
authorized. Neither the delivery of the Offer to Purchase nor any purchase
pursuant to the Offer shall, under any circumstances, create any implication
that there has been no change in the affairs of the Purchaser or the
Partnership since the date as of which information is furnished or the date
of this Offer to Purchase.

Kalmia Investors, LLC

December 16, 1998

<PAGE>

SCHEDULE 1

INFORMATION REGARDING THE MANAGERS
OF ARLEN CAPITAL, LLC

Set forth in the table below are the names of the members of Arlen
Capital, LLC and their present principal occupations and five (5) year
employment histories. Each individual is a citizen of the United States and
the business address of each person is 1650 Hotel Circle North, Suite 200,
San Diego, California 92108.

Present Principal Occupation or Employment
Name and Five-Year Employment History
- ---- ------------------------------------------
<S> <C>
Don Augustine Member and Manager of Arlen Capital LLC. President of Arlen
Capital, Inc., a California corporation, its predecessor
entity since 1989.

Lynn T. Wells Member and Manager of Arlen Capital LLC. Vice President of
Arlen Capital, Inc., a California corporation, its
predecessor entity since 1989.
</TABLE>

Arlen Capital, LLC and its predecessor entity, Arlen Capital, Inc.
("AC"), have been providing business and financial consulting services since
1989. AC principals have an extensive background in the capital markets,
real estate securities, and real estate markets. Commencing in 1996, AC and
its affiliates have been in the business of making opportunistic investments,
which include a number of tender offers on public and private real estate
limited partnerships.

S-1-1

<PAGE>

SCHEDULE 2

HOTELS OWNED BY THE PARTNERSHIP

The following information on the Properties owned by the Partnership was
extracted from the Partnership's 1997 10-K.

The Partnership owns two Westin Hotels, The Westin St. Francis in San
Francisco, California, and The Westin Michigan Avenue, Chicago (formerly The
Westin Hotel, Chicago) in Chicago, Illinois.

The Westin St. Francis has 1,189 guest rooms, including 83 suites, with
610 rooms in the main building and 579 rooms in the 32-story tower, and 31
meeting and banquet rooms. The Hotel has a full service restaurant, pub, and
a night club, and underground valet parking garage with 250 spaces.

The Westin Michigan Avenue, Chicago has 739 guest rooms, including 26
suites, and 19 meeting rooms. The Hotel operates a restaurant and bar, an
all-purpose food and beverage facility, a quick service coffee and snack
kiosk, and has underground parking garage with 209 spaces.

More comprehensive financial and other information is included in such
report and other documents filed by the Partnership with the Commission, and
the following is qualified by reference to such report and other documents.
Such report and other documents may be examined and copies may be obtained
from the offices of the Commission at the addresses set forth in the
"Introduction" section of the Offer to Purchase. The Purchaser disclaims any
responsibility for the information included in such report and documents, and
extracted in this Schedule 2, as well as any changes which may have taken
place in the information in the report since the date it was issued.

S-2-1

<PAGE>

Any questions or requests for assistance or for delivery of additional
copies of this Offer to Purchase or the Agreement of Sale may be directed to
the Depositary at the telephone number and address set forth below.

Arlen Capital, LLC
1650 Hotel Circle North, Suite 200
San Diego, California 92108
Telephone: 1-800-491-4105

<PAGE>

EXHIBIT 99(a)(2)

WESTIN HOTELS LIMITED PARTNERSHIP

AGREEMENT OF SALE

The undersigned Limited Partner, and/or Assignee Holder or Unit Holder (the
"Seller") does hereby sell, assign, transfer, convey and deliver (the "Sale")
to Kalmia Investors, LLC, a Delaware limited liability company ("Kalmia" or
the "Purchaser"), all of the Seller's right, title and interest in units of
limited partnership interests including any rights attributable to claims,
damages, recoveries, including recoveries from class action lawsuits, and
causes of action accruing to the ownership of such units of limited
partnership interests ("Units") in Westin Hotels Limited Partnership (the
"Partnership") being sold pursuant to this Agreement of Sale ("Agreement")
and the Offer to Purchase dated December 16, 1998, (which together with this
Agreement constitute the "Offer") for a purchase price of $1,000 per Unit,
less the amount of any distributions declared or paid from any source by the
Partnership with respect to the Units after December 15, 1998, without regard
to the record date or whether such distributions are classified as a return
on, or a return of, capital.

The Seller hereby represents and warrants to the Purchaser that the Seller
owns such Units and has full power and authority to validly sell, assign,
transfer, convey, and deliver to the Purchaser such Units, and that when any
such Units are accepted for payment by the Purchaser, the Purchaser will
acquire good, marketable and unencumbered title thereto, free and clear of
all options, liens, restrictions, charges, encumbrances, conditional sales
agreements, or other obligations relating to the sale or transfer thereof,
and such Units will not be subject to any adverse claim. The Seller further
represents and warrants that the Seller is a "United States person" as
defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended, or if the Seller is not a United States person, the Seller does not
own beneficially or of record more than 5 percent of the outstanding Units.

Such Sale shall include, without limitation, all rights in, and claims to,
any Partnership profits and losses, cash distributions, voting rights and
other benefits of any nature whatsoever, distributable or allocable to such
Units under the Partnership Agreement. Upon the execution of this Agreement
by the Seller, Purchaser shall have the right to receive all benefits and
cash distributions and otherwise exercise all rights of beneficial ownership
of such Units.

Seller, by executing this Agreement, hereby irrevocably constitutes and
appoints Purchaser as its true and lawful agent and attorney-in-fact with
respect to the Units with full power of substitution. This power of attorney
is an irrevocable power, coupled with an interest of the Seller to Purchaser,
to (i) execute, swear to, acknowledge, and file any document relating to the
transfer of the ownership of the Units on the books of the Partnership that
are maintained with respect to the Units and on the Partnership's books
maintained by the General Partner of the Partnership, or amend the books and
records of the Partnership as necessary or appropriate for the withdrawal of
the Seller as a Unitholder and/or Limited Partner of the Partnership, (ii)
vote or act in such manner as any such attorney-in-fact shall, in its sole
discretion, deem proper with respect to the Units, (iii) deliver the Units
and transfer ownership of the Units on the books of the Partnership that are
maintained with respect to the Units and on the Partnership's books,
maintained by the Partnership's General Partner, (iv) endorse on the Seller's
behalf any and all payments received by Purchaser from the Partnership for
any period on or after December 15, 1998, which are made payable to the
Seller, in favor of Purchaser, (v) execute on the Seller's behalf, any
applications for transfer and any distribution allocation agreements required
by the National Association of Securities Dealers, Inc.'s Notice to Members
96-14 to give effect to the transaction contemplated by this Agreement, and
(vi) receive all benefits and distributions and amend the books and records
of the Partnership, including Seller's address and record, to direct
distributions to Purchaser as of the effective date of this Agreement and
otherwise exercise all rights of beneficial owner of the Units. Purchaser
shall not be required to post bond of any nature in connection with this
power of attorney.

SELLER DOES HEREBY DIRECT AND INSTRUCT THE PARTNERSHIP AND THE GENERAL
PARTNER IMMEDIATELY UPON THEIR RECEIPT OF THIS AGREEMENT OF SALE (i) TO AMEND
THE BOOKS AND RECORDS OF THE PARTNERSHIP TO CHANGE THE SELLER'S ADDRESS OF
RECORD TO KALMIA INVESTORS, LLC, C/O ARLEN CAPITAL, 1650 HOTEL CIRCLE NORTH,
SUITE 200, SAN DIEGO, CALIFORNIA 92108, AND (ii) TO FORWARD ALL
DISTRIBUTIONS AND ALL OTHER INFORMATION TO BE RECEIVED BY SELLER TO KALMIA
INVESTORS, LLC TO THE ADDRESS SET FORTH IN (i) ABOVE.

Seller and Purchaser do hereby release and discharge the General Partner and
its affiliates and each of their respective officers, directors,
shareholders, employees, and agents from all actions, causes of actions,
claims or demands Seller or Purchaser have, or may have, against any such
person that result from such party's reliance on this Agreement or any of the
terms and conditions contained herein. Seller and Purchaser do hereby
indemnify and hold harmless the Partnership and the General Partner and its
affiliates and each of their respective officers, directors, shareholders,
employees, and agents from and against all claims, demands, damages, losses,
obligations, and responsibilities arising, directly or indirectly, out of a
breach of any one or more of their respective representations and warranties
set forth herein.

All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the Seller and any obligations of the Seller shall be
binding upon the heirs, personal representatives, successors and assigns of
the undersigned. Upon request, the Seller will execute and deliver any
additional documents deemed by the Purchaser or the Partnership to be
necessary or desirable to complete the assignment, transfer and purchase of
such Units. Kalmia reserves the right to amend or extend the offer at any
time without further notice to the Limited Partners.

The Seller hereby certifies, under penalties of perjury, that (i) the tax
identification number shown on this form is the Seller's correct Taxpayer
Identification Number; and (ii) Seller is not subject to backup withholding
either because Seller has not been notified by the Internal Revenue Service
(the "IRS") that Seller is subject to backup withholding as a result of
failure to report all interest or dividends, or the IRS has notified Seller
that Seller is no longer subject to backup withholding.

The Seller hereby also certifies, under penalties of perjury, that the
Seller, if an individual, is not a nonresident alien for purposes of U.S.
income taxation, and if not an individual, is not a foreign corporation,
foreign partnership, foreign trust, or foreign estate (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations). The Seller
understands that this certification may be disclosed to the IRS by the
Purchaser and that any false statements contained herein could be punished by
fine, imprisonment, or both.

This Agreement shall be governed by and construed in accordance with the laws
of the State of California. Seller waives any claim that California or the
Southern District of California is an inconvenient forum, and waives any
right to trial by jury.

The undersigned Seller (including any joint owner(s)) owns and wishes to
assign the number of Units set forth below. By its own or its Authorized
Signatory's signature below, the Seller hereby assigns its entire right,
title and interest to the Units to the Purchaser.

<PAGE>

WESTIN HOTELS LIMITED PARTNERSHIP

By executing this Agreement the Seller hereby acknowledges to the General
Partner that the Seller desires to withdraw as a Limited Partner as to the
Units referenced herein and hereby directs the General Partner to take all
such actions as are necessary to accomplish such withdrawal, and appoints the
General Partner the agent and attorney-in-fact of the Limited Partner, to
execute, swear to, acknowledge and file any document or amend the books and
records of the Partnership as necessary or appropriate for the withdrawal of
the Limited Partner.

IN WITNESS WHEREOF the Limited Partner has executed, or caused its Authorized
Signatory to execute, this Agreement.

Print Name of Limited Partner (as it appears on the investment)________________

Print Name and Capacity of Authorized Signatory (if other than above)__________

- -------------------------------------- ----------------------------------
Seller's Signature Joint Seller's Signature
MEDALLION GUARANTEE MEDALLION GUARANTEE
(Medallion Guarantee for EACH Seller's (Medallion Guarantee for EACH
signature) Seller's signature)

__________________ Investor I.D. Number -------------------------------------

__________________ Home Telephone Number ------- FOR INTERNAL USE ONLY -------
ACCEPTED:
__________________ Office Telephone Number KALMIA INVESTORS, LLC
By: Its Manager, Arlen Capital, LLC
__________________ Mailing Address
By:__________________________________
__________________ City, State, Zip Code
-------------------------------------
__________________ State of Residence
YOU MUST MAIL EXECUTED ORIGINAL TO PURCHASER:
__________________ Social Security/Tax ID No. Kalmia Investors, LLC
1650 Hotel Circle North, Suite 200
__________________ Date San Diego, California 92108

$1,000 Sales Price per Unit
__________________

_________ Number of Units to be sold
OR
/ / Check here if you wish to sell ALL your units
</TABLE>

PLEASE CALL US AT (800) 891-4105 IF YOU HAVE ANY QUESTIONS
REGARDING THE SALE OF YOUR UNITS.

INSTRUCTIONS TO COMPLETE AGREEMENT OF SALE

ALL SIGNATURES MUST BE MEDALLION GUARANTEED

BENEFICIAL OWNER OF RECORD SHOULD:
- ----------------------------------

1. COMPLETE and SIGN Agreement.

2. Have your signature Medallion Guaranteed by your Bank or Broker.

3. Indicate Number of Units Owned and/or To Be Sold.

4. Return Agreement in Envelope Provided.

JOINT OWNERSHIP
- ---------------

Please have ALL owners of record sign Agreement, and SEPARATELY Medallion
Guarantee each signature.

IRA/KEOGH
- ---------

1. Beneficial owner must sign Agreement.

2. Provide Custodian information. (i.e. Name, Company Name, Address, Phone No.
and Account No.)

3. Kalmia will obtain the Medallion Guarantee of Custodian Signature.

DEATH
- -----

If any owner is deceased, please enclose a certified copy of Death
Certificate. If Ownership is OTHER than Joint Tenants With Right of
Survivorship, please provide Letter of Testamentary or Administration current
within 60 days showing your beneficial ownership or executor capacity (in
addition to copy of Death Certificate).

CORPORATION
- -----------

Corporate resolution required showing authorized signatory.

TRUST, PROFIT SHARING OR PENSION PLAN
- -------------------------------------

Please provide title, signature, and other applicable pages of Trust
Agreement showing authorized signatory.

WSTN.12.16.9814D

<PAGE>

EXHIBIT 99(a)(3)

WESTIN HOTELS LIMITED PARTNERSHIP

KALMIA INVESTORS, LLC

DECEMBER 16, 1998

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

OFFER TO PURCHASE
WESTIN HOTELS LIMITED PARTNERSHIP UNITS
FOR
$1,000 CASH PER UNIT

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

KALMIA IS NOT AN AFFILIATE OF THE GENERAL PARTNER OR OF THE PARTNERSHIP.

PLEASE CAREFULLY REVIEW THE ENCLOSED TENDER OFFER.

AN AGREEMENT OF SALE IS ENCLOSED WHICH YOU MUST PROPERLY COMPLETE AND DULY
EXECUTE IN ACCORDANCE WITH THE INSTRUCTIONS AND RETURN TO KALMIA.

PLEASE CALL US AT (800) 891-4105, IF YOU HAVE ANY QUESTIONS.
THANK YOU FOR YOUR CONSIDERATION OF OUR OFFER.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

1650 HOTEL CIRCLE NORTH, SUITE 200 SAN DIEGO, CA 92108 (800) 891-4105
FACSIMILE (619) 686-2056

<PAGE>

EXHIBIT 99(a)(4)

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE, NOR A SOLICITATION OF AN
OFFER TO SELL THE SECURITIES. THE OFFER IS MADE ONLY BY THE OFFER TO
PURCHASE AND THE RELATED AGREEMENT OF SALE AND IS NOT BEING MADE (NOR WILL
TENDERS BE ACCEPTED FROM) HOLDERS OF UNITS IN ANY JURISDICTION WHICH THE
OFFER OR THE ACCEPTANCE THEREOF WILL NOT BE IN COMPLIANCE WITH THE SECURITIES
LAWS OF SUCH JURISDICTION; IN THOSE JURISDICTIONS WHERE SECURITIES LAWS
REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL
BE DEEMED TO BE MADE ON BEHALF OF THE PURCHASER ONLY BY ONE OR MORE
REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

NOTICE OF OFFER TO PURCHASE FOR CASH
UP TO 6,500 UNITS OF LIMITED PARTNERSHIP INTERESTS (THE "UNITS")
OF WESTIN HOTELS LIMITED PARTNERSHIP (THE "PARTNERSHIP")
BY KALMIA INVESTORS, LLC, A DELAWARE LIMITED LIABILITY COMPANY
(THE "PURCHASER")

The Purchaser is offering to purchase for cash up to 6,500 Units held by the
Limited Partners of the Partnership (the "Unit Holders") at $1,000 per Unit
upon the terms and subject to the conditions set forth in the Purchaser's
Offer to Purchase and in the related Agreement of Sale (which together
constitute the "Offer" and the "Tender Offer Documents").

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
MONDAY, JANUARY 18, 1999, UNLESS THE OFFER IS EXTENDED.

Funding for the purchase of the Units will be provided through the
Purchaser's existing working capital.

The Offer will expire at 12:00 midnight, Eastern Time on January 18,
1999, and unless and until the Purchaser, in its sole discretion, shall have
extended the period of time for which the Offer is open (such date and time,
as extended the "Expiration Date").

If the Purchaser makes a material change in the terms of the Offer, or
if they waive a material condition to the Offer, the Purchaser will extend
the Offer and disseminate additional tender offer materials to the extent
required by Rules 14d-4(c) and 14d-6(d) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The minimum period during which an
offer must remain open following any material change in the terms of the
Offer, other than a change in price or a change in percentage of securities
sought will depend upon the facts and circumstances including the materiality
of the change with respect to a change in price or, subject to certain
limitations, a change in the percentage of securities sought. A minimum of
ten business days from the date of such change is generally required to allow
for adequate dissemination to Unit Holders. Accordingly, if prior to the
Expiration Date, the Purchaser increases (other than increases of not more
than two percent of the outstanding Units) or decreases the number of Units
being sought, or increases or decreases the consideration offered pursuant to
the Offer, and if the Offer is scheduled to expire at any time earlier than
the period ending on the tenth business day from the date that notice of such
increase or decrease is first published, sent or given to Unit Holders, the
Offer will be extended at least until the expiration of such tenth business
day. For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from
12:01 a.m. through 12:00 midnight, Eastern Time.

In all cases payment for the Units purchased pursuant to the Offer will
be made only after timely receipt of the Agreement of Sale, properly
completed and duly executed, with any required signature guarantees, and any
other documents required by such Agreement of Sale.

<PAGE>

Tenders of Units made pursuant to the Offer are irrevocable, except that
Unit Holders who tender their Units in response to the Offer will have the
right to withdraw their tendered Units at any time prior to the Expiration
Date by sending a written notice of withdrawal to the Purchaser specifying
the name of the person who tendered the Units to be withdrawn. In addition,
tendered Units may be withdrawn at any time after February 14, 1999, unless
the tender has theretofore been accepted for payment as provided above.

If tendering Unit Holders tender more than the number of Units that the
Purchaser seeks to purchase pursuant to the Offer, the Purchaser will take
into account the number of Units so tendered and take up and pay for as
nearly as may be pro rata, disregarding fractions, according to the number of
Units tendered by each tendering Unit Holder during the period during which
the Offer remains open.

The terms of the Offer are more fully set forth in the formal Tender
Offer Documents which are available from the Purchaser. The Offer contains
terms and conditions and the information required by Rule 14d-6(e)(l)(vii)
under the Exchange Act which are incorporated herein by reference.

THE TENDER OFFER DOCUMENTS CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE
READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

The Tender Offer Documents may be obtained by written request as set
forth below.

The Tender Offer Documents and, if required, other relevant materials
will be mailed to record holders of Units or persons who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Units.

FOR COPIES OF THE TENDER OFFER DOCUMENTS CALL THE DEPOSITARY TOLL FREE AT
1-800-891-4105 OR MAKE A WRITTEN REQUEST ADDRESSED TO ARLEN CAPITAL, LLC,
1650 HOTEL CIRCLE NORTH, SUITE 200, SAN DIEGO, CALIFORNIA 92108.

December 16, 1998

<PAGE>

EXHIBIT 99(c)(1)

KALMIA INVESTORS, LLC
- ------------------------------------------------------------------------------

October 9, 1996

Frederick Kleisner,
Chairman of the Board, Chief Executive Officer
and President
Western Realty Corp.
General Partner of Westin Hotels Limited Partnership
The Westin Building
2001 Sixth Avenue
Seattle, Washington 98121

Re: Transfer Documents/Westin Hotels Limited Partnership

Dear Mr. Kleisner:

I am enclosing, for your information (i) a copy of the Agreement of Sale
entered into between the Sellers of Limited Partnership Interests ("Units")
of Westin Hotels Limited Partnership (the "Partnership") to Kalmia Investors,
LLC ("Kalmia"), (attached hereto as Exhibit "A"); (ii) a copy of Assignee
Agreement for such transfers (attached hereto as Exhibit "B"). The form of
Assignee Agreement has been adapted for use by Kalmia and contains all the
material terms and conditions of your standard Assignee Agreement form.

We will submit to you the originally executed Agreement of Sale for each
Seller which has been either notarized or contains a medallion guarantee of
the Seller's signature.

The Agreement of Sale contains a power of attorney granted by the Seller
to Kalmia. Among the powers granted to Kalmia, pursuant to the power of
attorney, are the rights to receive all benefits and distributions endorsed
on the Seller's behalf, any payments received by Kalmia from the Partnership
made on or after September 18, 1996, and to amend the books and records of
the Partnership, including the Seller's address of record and to direct
distributions made by the Partnership to Kalmia.

Pursuant to the power of attorney, we will instruct the Partnership (a
form of instruction is attached hereto as Exhibit "C") to amend the
Partnership's books and records to change the Seller's address to Kalmia's
address and to direct all distributions, whether they are made payable to
Seller or to Kalmia, to be forwarded to Kalmia. Pursuant to the power of
attorney, Kalmia will endorse any payments made to the Seller to be made
payable to Kalmia. Kalmia will submit a separate

<PAGE>

Frederick Kleisner
October 9, 1996
Page 2

instruction sheet for each Seller, and Kalmia's signature will be medallion
guaranteed.

Please note that the Agreement of Sale contains a provision releasing
the General Partner from all claims Seller may have for the General Partner's
reliance on such Agreement.

Based on the foregoing, Western Realty Corp., as general partner of the
Partnership, and the Partnership agree that they will honor the instruction
sheet and Kalmia's power of attorney; make Kalmia an assignee of record in
the Partnership's books and records at such time as the General Partner deems
it appropriate in its sole discretion and in the order of priority received;
and admit Kalmia as a substituted Limited Partner in the Partnership at such
time as it deems appropriate in its sole discretion and in the order of
priority received.

If you agree and accept the foregoing, please indicate the same by
executing this letter agreement in the space provided below and returning a
copy to me.

Thank you for your courtesies in this matter.

Very truly yours,

KALMIA INVESTORS, LLC

By: ARLEN CAPITAL ADVISORS, LLC
Its Manager

By: /s/ Don Augustine
------------------------------
Don Augustine, Manager

<PAGE>

Frederick Kleisner
October 9, 1996
Page 3

The foregoing is agreed and accepted, including the instruction sheet
attached hereto. Executed this __________th day of October, 1996.

WESTERN REALTY CORP.

By: FREDERICK KLEISNER,
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND
PRESIDENT
AS GENERAL PARTNER

and on behalf of

WESTIN HOTELS LIMITED PARTNERSHIP

By: ____________________________
Frederick Kleisner

<PAGE>

KALMIA INVESTORS, LLC
- -------------------------------------------------------------------------------

November 1, 1996

Mr. Don Augustine, Manager
Kalmia Investors, LLC
1420 Kettner Boulevard, Suite 300
San Diego, California 92101

Dear Mr. Augustine:

In response to your letter dated October 9, 1996, please be advised that it
has never been our procedure to change the address of sellers of units to
that of the buyers. In fact, it has always been our policy to send cash
distributions for the quarter on which they are based to the limited partner
of record in that quarter. We do recognize, however, that this would not be
the case with your purchases.

The difficulty we have with your request is that if we change the addresses
of the sellers to that of the buyer, the sellers' year-end tax information
will be sent to your address. There is one alternative and that is to send
K-1's to the sellers at both addresses. However, this would result in a lot
of extra work and additional expense to the partnership. Since your offer
expired on October 25 and any related sales will be processed by March 31,
1997, and since we are not anticipating sending any cash distributions until
after March 31, we see no reason to make the address changes you are
requesting at this time. However, in the event that a cash distribution is
scheduled to go out subsequent to your purchase yet prior to the official
transfer of ownership, we will make the address changes on the accounts
affected.

Please call if you have any questions.

Sincerely,

/s/Nina Buffington

Nina Buffington
Investor Relations

cc: Peter R. Pancione