<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------------- ----------------
Commission file number 0-15097.
WESTIN HOTELS LIMITED PARTNERSHIP
-------------------------------------------------------
(Exact name of Registrant as specified in its charters)
Delaware 91-1328985
--------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2001 Sixth Avenue, Seattle, Washington 98121
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (206) 443-5000
--------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---
Indicate the number of shares (Units) outstanding of each of the issuer's
classes of common stock (Units), as of the latest practicable date (applicable
only to corporate issuers).
135,600 limited partnership Units issued and outstanding
<PAGE>
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
REPORT ON FORM 10-Q
For the Quarter Ended March 31, 1998
INDEX
<TABLE>
<CAPTION>
Part I. FINANCIAL INFORMATION Page No.
- ------------------------------- --------
<S> <C>
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statement of Partners' Equity (Deficit) 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 - 10
Part II. OTHER INFORMATION
- ---------------------------
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11 - 12
SIGNATURES 12
- ----------
</TABLE>
-2-
<PAGE>
PART I. FINANCIAL INFORMATION
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
ASSETS
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents, including restricted cash
of $1,188 in 1998 and $561 in 1997 $ 11,315 $ 15,750
Guest and trade accounts receivable, less allowance for
doubtful accounts of $243 in 1998 and $278 in 1997 11,497 8,408
Other receivables 202 745
Inventories 623 641
Prepaid expenses and other current assets 1,558 1,640
-------- --------
TOTAL CURRENT ASSETS 25,195 27,184
PROPERTY AND EQUIPMENT, at cost, net of accumulated
depreciation of $108,839 in 1998 and $106,092 in 1997 238,647 233,954
RESTRICTED CASH 3,778 7,960
OTHER ASSETS 821 687
-------- --------
TOTAL ASSETS $268,441 $269,785
======== ========
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade and other $ 1,856 $ 2,147
Westin and affiliates 774 1,998
-------- --------
Total accounts payable 2,630 4,145
Accrued expenses 9,161 9,587
Current maturities of long-term obligations 573 564
Other current liabilities 1,805 1,296
-------- --------
TOTAL CURRENT LIABILITIES 14,169 15,592
LONG-TERM OBLIGATIONS 129,051 129,180
LONG-TERM OBLIGATION TO GENERAL PARTNER 34,579 33,809
DEFERRED INCENTIVE MANAGEMENT FEES PAYABLE TO WESTIN 23,806 22,281
-------- --------
TOTAL LIABILITIES 201,605 200,862
COMMITMENTS AND CONTINGENCIES
MINORITY INTERESTS 3,761 3,733
PARTNERS' EQUITY (DEFICIT):
General Partner (2,418) (2,307)
Limited Partners (135,600 Units issued and outstanding) 65,493 67,497
-------- --------
TOTAL PARTNERS' EQUITY 63,075 65,190
-------- --------
TOTAL LIABILITIES AND PARTNERS' EQUITY $268,441 $269,785
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-3-
<PAGE>
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except per Unit Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------------
1998 1997
-------- -------
<S> <C> <C>
OPERATING REVENUES:
Rooms $20,153 $16,585
Food and beverage 8,587 7,456
Other operating departments 2,920 2,353
------- -------
TOTAL OPERATING REVENUES 31,660 26,394
------- -------
OPERATING EXPENSES:
Rooms 5,846 4,990
Food and beverage 6,525 5,885
Other operating departments 826 786
Administrative and general 2,782 2,570
Management fees 2,238 1,804
Advertising and business promotion 2,365 1,993
Property maintenance and energy 2,018 2,061
Local taxes and insurance 1,868 1,992
Rent 200 205
Depreciation and amortization 2,747 2,245
------- -------
TOTAL OPERATING EXPENSES 27,415 24,531
------- -------
OPERATING PROFIT 4,245 1,863
------- -------
OTHER INCOME (EXPENSE):
Interest income 262 223
Interest expense (2,593) (2,733)
Interest expense on long-term obligation to General Partner (771) (704)
Other, net (9) (10)
------- -------
NET OTHER EXPENSE (3,111) (3,224)
------- -------
INCOME (LOSS) BEFORE MINORITY INTERESTS 1,134 (1,361)
MINORITY INTERESTS (28) (2)
------- -------
NET INCOME (LOSS) $ 1,106 $(1,363)
======= =======
NET INCOME (LOSS) PER UNIT (135,600 Units issued and outstanding) $ 8.16 $(10.05)
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-4-
<PAGE>
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (DEFICIT)
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partner Partners
------- --------
<S> <C> <C>
BALANCE AT DECEMBER 31, 1997 $(2,307) $ 67,497
Cash Distribution - (3,221)
Net Income (Loss) (111) 1,217
------- -------
BALANCE AT MARCH 31, 1998 $(2,418) $65,493
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-5-
<PAGE>
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1998 1997
------- -------
<S> <C> <C>
OPERATING ACTIVITIES:
Funds provided by operations $ 6,096 $ 3,185
Net change in receivables, inventories,
prepaid expenses and other current assets,
net of accounts payable, accrued expenses
and other current liabilities (3,880) (2,497)
------- -------
Net cash provided by operating activities 2,216 688
------- -------
INVESTING ACTIVITIES:
Acquisition of property and equipment, net of sales (7,440) (1,975)
Increase in restricted cash (1,736) (6,129)
Decrease in restricted cash to fund acquisition of
property and equipment 6,010 2,514
(Increase) decrease in other assets (144) 1
------- -------
Net cash used in investing activities (3,310) (5,679)
------- -------
FINANCING ACTIVITIES:
Cash distribution (3,221) -
Repayment of long-term obligations (120) (39)
------- -------
Net cash used in financing activities (3,341) (39)
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS (4,435) (5,030)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 15,750 14,752
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $11,315 $ 9,722
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-6-
<PAGE>
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Westin Hotels Limited Partnership, a Delaware limited partnership (the
"Partnership"), and its subsidiary limited partnerships, The Westin St. Francis
Limited Partnership and The Westin Chicago Limited Partnership (the "Hotel
Partnerships"). The Westin St. Francis Limited Partnership owns and operates The
Westin St. Francis in downtown San Francisco, California, and The Westin Chicago
Limited Partnership owns and operates The Westin Michigan Avenue, Chicago in
downtown Chicago, Illinois (individually a "Hotel", collectively the "Hotels").
All significant intercompany transactions and accounts have been eliminated.
The consolidated financial statements and related information for the
periods ended March 31, 1998 and March 31, 1997 are unaudited. In the opinion of
management, all adjustments necessary for a fair statement of the results of
these interim periods have been included. All such interim adjustments are of a
normal recurring nature. The results of operations for the periods ended March
31, 1998 and March 31, 1997 should not be regarded as indicative of the results
that may be expected for the full year.
(2) FURTHER INFORMATION
Reference is made to "Notes to Consolidated Financial Statements" contained
in the Partnership's Annual Report on Form 10-K filed for 1997 for information
regarding significant accounting policies, Partnership organization, restricted
cash, accrued expenses, long-term obligations, operating leases, contingencies
and subsequent events, and related party transactions.
-7-
<PAGE>
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The primary market focus of The Westin St. Francis and The Westin Michigan
Avenue, Chicago (individually a "Hotel", collectively the "Hotels") is on
business travelers, tourists, conventions and other groups. Both The Westin St.
Francis and The Westin Michigan Avenue, Chicago experience seasonal trends, with
the lowest occupancy levels occurring during the first quarter followed by
higher occupancies during the last three quarters of the year.
Westin Realty Corp. is the sole general partner of Westin Hotels Limited
Partnership (the "Partnership"). St. Francis Hotel Corporation and 909 North
Michigan Avenue Corporation are the respective general partners of the
subsidiary limited partnerships, The Westin St. Francis Limited Partnership and
The Westin Chicago Limited Partnership (the "Hotel Partnerships"), that directly
own and operate the Hotels. As of January 2, 1998, each general partner
(individually a "General Partner," collectively the "General Partners") is a
subsidiary of Starwood Hotels & Resorts Worldwide, Inc.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
Consolidated March 31,
-------------------
1998 1997
------- ------
<S> <C> <C>
REVPAR (Revenue per available room) $116.08 $95.53
Profit Margin as a Percentage
of Revenues:
Rooms 71.0% 69.9%
Food and Beverage 24.0% 21.1%
EBITDA (In thousands) $ 7,245 $4,321
</TABLE>
EBITDA is net earnings before interest expense, depreciation and
amortization, and minority interests. The General Partner considers EBITDA to be
a measure of the Partnership's operating performance due to the significance of
the Partnership's long-lived assets and because such data can be used to measure
the Partnership's ability to service debt, fund capital expenditures and pay
cash distributions. EBITDA is not intended to represent cash flow from
operations as defined by generally accepted accounting principles and such
information should not be considered as an alternative to net income, cash flow
from operations or any other performance measure prescribed by generally
accepted accounting principles.
Three Months Ended 1998 Compared With 1997
- ------------------------------------------
Operating profits for the first quarter of 1998 increased $2.4 million over
the first quarter of 1997 to $4.2 million. These results were due primarily to
strong increases in REVPAR and food and beverage profits. EBITDA for the first
quarter of 1998 increased 67.7% to $7.2 million from $4.3 million in 1997.
Consolidated rooms revenues for the first three months of 1998 increased
$3.6 million or 21.5% when compared to the same 1997 period. Consolidated REVPAR
for the three months ended March 31, 1998 increased 21.5% to $116.08 over the
same period in 1997 due to a 6.3 percentage point increase in occupancy to 71.2%
and a 10.8% increase in average room rate to $163.03. The Westin St. Francis
contributed $3.1 million to the increase in rooms revenue over the first quarter
of 1997 and its REVPAR of $143.32 was 25.7% greater due to increases in average
room rates and increases in room nights in both the group and transient business
segments, plus the addition of airline crew rooms in 1998. The Westin Michigan
Avenue, Chicago contributed $0.5 million to the increase in rooms revenue and
its REVPAR of $72.32 was 9.7% greater due primarily to increases in room rates.
Comparing the first quarter of 1998 to that of 1997,
-8-
<PAGE>
total occupancies at The Westin Michigan Avenue, Chicago were up overall due to
the increase in airline crew rooms which offset the declines in occupancies in
both the group and transient segments. At The Westin St. Francis, the average
room rate for the first quarter of 1998 increased 10.6% over the first quarter
of 1997 to $177.63 and the occupancy rate increased from 70.9% to 80.7%. At the
Westin Michigan Avenue, Chicago, the average room rate increased 8.4% to $129.21
and the occupancy rate increased slightly from 55.3% to 56.0%.
Consolidated rooms profits for the first quarter of 1998 increased 23.4%,
or $2.7 million to $14.3 million, over the first quarter of 1997. The Westin St.
Francis' rooms profit of $10.9 million was $2.4 million greater than first
quarter 1997 due to increased REVPAR and effective cost controls. This
represents a 1.8 percentage point increase in The Westin St. Francis' rooms
profit margin over that of the same 1997 quarter. The Westin Michigan Avenue,
Chicago's rooms profit of $3.4 million was $0.3 million greater than first
quarter 1997 due to improved yield management. This represents a 1.0 percentage
point decrease in The Westin Michigan Avenue, Chicago's rooms profit margin over
that of the same 1997 quarter.
Consolidated food and beverage revenues of $8.6 million in the first three
months of 1998 represent a $1.1 million, or 15.2%, increase over those in the
first three months of 1997. The $0.9 million increase in food and beverage
revenues at The Westin St. Francis was a direct result of the increased banquet
business associated with the increase in group business. The Westin Michigan
Avenue, Chicago reported a $0.2 million increase, or 10.6% over the first three
months of 1997.
Consolidated food and beverage profit of $2.1 million for the first quarter
of 1998 is a 31.3% increase over the same 1997 period. Both Hotels credit
decreased food and beverage and labor costs plus increased banquet business,
particularly at The Westin St. Francis, for this improvement.
The Hotels' other operating departments reported consolidated operating
profit of $2.1 million for the period ended March 31, 1998, which was $0.5
million greater than that reported for the same 1997 period. Both Hotels
reported increased telephone and garage revenues and higher rental income from
subtenant leases.
The most significant rise in operating expenses other than rooms, food and
beverage and other operating departments for the first quarter of 1998 was
depreciation and amortization, which increased $0.5 million over the first
quarter of 1997, due to the addition of property and equipment. Management fees
increased $0.4 million over the prior year's first quarter due to improved
Partnership Net Operating Cash Flow, as defined. Advertising and business
promotion expense was $0.4 million higher than the first quarter of 1997 due to
increased advertising and marketing fees. There were slight decreases in both
property maintenance and energy and local taxes and insurance. Interest expense
decreased $0.1 million over the first quarter of 1997 due to the mortgage note
restructuring which resulted in a decrease in the effective interest rate from
8.55% per annum to 8.06% per annum from the date of the agreement through
maturity.
Liquidity and Capital Resources
- -------------------------------
As of March 31, 1998, the Partnership had cash and cash equivalents of
$11.3 million, a $4.4 million decrease from December 31, 1997. Total net cash
provided by operating activities for the first quarter of 1998 equaled $2.2
million.
Pursuant to the Restructuring Agreement, the Partnership is required to
make quarterly deposits to the FF&E Reserve Accounts of 5.0% of gross revenue
through maturity of the Mortgage Loan in 2006 to fund capital improvements. The
Partnership deposited $2.5 million in the FF&E Accounts on April 3, 1998 and
$1.0 million on April 27, 1998, which exceeded the minimum deposit requirement.
During the three months ended March 31, 1998, The Westin St. Francis and The
Westin Michigan Avenue, Chicago expended $0.9 million and $5.1 million,
respectively, from their FF&E Reserve Accounts. The combined balances of the
Hotels' FF&E Reserve Accounts are included in Restricted Cash on the
Consolidated Balance Sheets.
The Restructuring Agreement terms require that both Hotels make deposits
into Tax Escrow Accounts for payment of real and personal property taxes. The
combined balances of these Tax Escrow Accounts are included in cash and cash
equivalents under current assets on the consolidated balance sheets.
-9-
<PAGE>
Capital expenditures in 1998 will total approximately $15.1 million. The
Westin St. Francis will spend approximately $7.0 million on capital improvements
in 1998. Approximately $1.1 million is to be spent on guest room renovations,
particularly the main building bathrooms; $3.0 million on food and beverage
facilities, particularly the conversion of Club Oz to a banquet room; $2.0
million on other areas, such as a health club, lobby carpet and stone work, and
the arcade men's room, and $0.9 million on the facade project. The facade
restoration is now scheduled to be completed in 1999. The Westin Michigan
Avenue, Chicago expects to spend $8.1 million for capital improvements during
1998. In 1998 the Hotel is scheduled to complete the extensive renovations to
the tower rooms, started in mid-December 1997, which is intended to completely
update and raise the caliber of the rooms. During 1998, the Hotel will commence
the conversion of 18 parlor suites into rentable guest rooms, which will
increase the guest room inventory, and replace all carpet, vinyl, paint and
light fixtures in all hallways, for a total cost of $7.1 million. In addition,
$0.3 million will be spent on partial roof replacement, $0.4 million on other
areas, such as updating EDP and engineering systems, and $0.3 million for
minibars and other food and beverage equipment. All capital projects have been
approved by the Lender.
The Mortgage Loans, as restructured, provided for the suspension of
principal payments through December 1, 1998. Under the terms of the Mortgage
Loan, the Partnership is scheduled to make interest payments of $10.8 million in
1998.
The General Partner is exploring alternative financing for the long-term
obligation to the General Partner through a second mortgage to obtain a reduced
interest rate.
At this time, the General Partner anticipates that the cash flow from
operations and the corresponding contributions to the FF&E Reserve Accounts will
provide adequate funding for 1998 capital expenditures and interest payments on
the Mortgage Loans. In addition, barring any unforeseen adverse occurrence, the
General Partner anticipates that the Partnership will be in a position to
continue distributions to the limited partners at an annual level of $95.00 per
Unit in 1998 and thereafter. Future distributions will be based on available Net
Cash Flow and are dependent upon the Net Cash Flow generated by the Hotels and
the adequacy of cash reserves. The amount of each distribution will be
determined by the General Partner at the end of each calendar quarter according
to the terms of the Partnership agreement and will be distributed to the limited
partners within 75 days of the end of the quarter. A cash distribution of $23.75
per Unit was paid to the limited partners on March 13, 1998. The Board of
Directors of the General Partner has authorized a cash distribution of $23.75
per Unit to be paid to the limited partners on June 12, 1998.
When the Partnership was formed in 1986, it was anticipated that a sale or
refinancing of the Hotels would be explored after eight years of Partnership
operations. Beginning with 1994, the Partnership agreement directed the General
Partner to actively review opportunities to sell or refinance the Hotel
properties on behalf of the Partnership. During 1994 the General Partner
emphasized restructuring the debt to stabilize both Hotels and to allow them to
remain competitive in their respective markets. The General Partner will review
the opportunities to sell or refinance the Hotel properties when it reasonably
believes that such action is in the best interest of the Partnership. As the
real estate market for upscale hotel properties continues to improve, the
General Partner will monitor the market conditions for appropriate opportunities
to sell or refinance the properties. By the end of 2001, the General Partner
must use its best efforts to sell or refinance the Hotel properties.
******
PART II. OTHER INFORMATION
--------------------------
ITEM 5. OTHER INFORMATION
Since our letter to the limited partners dated February 23, 1998, we are
aware of additional offers to purchase Units of Westin Hotels Limited
Partnership that have been mailed to the limited partners. One offer, dated
April 8, 1998, was from Madison Partnership Liquidity Investors 55, LLC for $725
per Unit and another, dated April 15, 1998, was from Kalmia Investors, LLC for
$750 cash per Unit, less the March 13, 1998, cash distribution of $23.75 per
Unit.
-10-
<PAGE>
Relying on the protections of the 5% safe harbor pursuant to Section 7704
of the Internal Revenue Code, on May 1, 1998, when sales of Partnership Units
reached 6,845, the General Partner suspended Unit sales for the remainder of
1998. The General Partner is, however, continuing to accept paperwork for Unit
sales for processing in 1999. To date we have received requests for the transfer
of 421 Units via sales in 1999. All of these Unit sales requests were in
conjunction with the current offers mentioned above.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
4. Instruments defining the rights of security holders.
4.1 Amended and Restated Agreement of Limited Partnership of Westin
Hotels Limited Partnership. (1)
4.2 Amended and Restated Agreement of Limited Partnership of The Westin
St. Francis Limited Partnership. (1)
4.3 First Amendment to Amended and Restated Agreement of Limited
Partnership of The Westin St. Francis Limited Partnership. (3)
4.4 Amended and Restated Agreement of Limited Partnership of The Westin
Chicago Limited Partnership. (1)
4.5 First Amendment to Amended and Restated Agreement of Limited
Partnership of The Westin Chicago Limited Partnership. (3)
10. Material contracts.
10.1 Restructuring Agreement dated as of June 2, 1994. (3)
10.2 Second Restructuring Agreement dated as of May 27, 1997. (4)
10.3 Amended and Restated Management Agreements between The Westin St.
Francis Limited Partnership and Westin Hotel Company, and between
The Westin Chicago Limited Partnership and Westin Hotel Company, for
property management services. (2)
10.4 First Amendments to Amended and Restated Management Agreements of
The Westin St. Francis Limited Partnership and of The Westin Chicago
Limited Partnership. (3)
10.5 Assignment and Assumption of Agreements between Westin Hotel Company
and St. Francis Hotel Corporation. (6)
10.6 Assignment and Assumption of Agreements between Westin Hotel Company
and North Michigan Avenue Corporation. (6)
10.7 Contribution Agreement between St. Francis Hotel Corporation and The
Westin St. Francis Limited Partnership, and between 909 North
Michigan Avenue Corporation and The Westin Chicago Limited
Partnership, for contribution of Hotel assets and the transfer of
limited partnership interests. (2)
10.8 Promissory Note of St. Francis Hotel Corporation dated August 21,
1986 to Teacher Retirement System of Texas. (1)
10.9 First Amendment to Promissory Note of St. Francis Hotel Corporation
dated as of June 2,1994. (3)
10.10 Second Amendment to Promissory Note of St. Francis Hotel Corporation
dated as of May 27, 1997. (5)
10.11 Deed of Trust, Financing Statement, Security Agreement and Fixture
filing dated August 21, 1986 respecting The Westin St. Francis. (1)
10.12 First Amendment to Deed of Trust, Financing Statement, Security
Agreement and Fixture Filing dated as of June 2, 1994. (3)
10.13 Second Amendment to Deed of Trust, Financing Statement, Security
Agreement and Fixture Filing (With Assignment of Rents and Leases)
dated as of May 27, 1997. (5)
10.14 Promissory Note of 909 North Michigan Avenue Corporation dated
August 21, 1986 to Teacher Retirement System of Texas. (1)
10.15 First Amendment to Promissory Note of 909 North Michigan Avenue
Corporation dated as of June 2, 1994. (3)
-11-
<PAGE>
10.16 Second Amendment to Promissory Note of 909 North Michigan Avenue
Corporation dated as of May 27, 1997. (5)
10.17 Mortgage and Security Agreement dated August 21, 1986 for The Westin
Hotel, Chicago. (1)
10.18 First Amendment to Mortgage and Security Agreement dated as of June
2, 1994. (3)
10.19 Second Amendment to Mortgage and Security Agreement dated as of May
27, 1997. (5)
10.20 St. Francis FF&E Escrow Agreement dated as of June 2, 1994. (3)
10.21 Chicago FF&E Escrow Agreement dated as of June 2, 1994. (3)
10.22 Promissory Note dated June 2, 1994 in favor of Westin Realty Corp.
by Westin Hotels Limited Partnership. (3)
10.23 Loan Agreement dated as of June 2, 1994 between Westin Hotels
Limited Partnership and Westin Realty Corp. (3)
27. Financial Data Schedule.
- ---------------------
(1) Incorporated by reference to Exhibits 4.1, 4.2, 4.3, 10.3, 10.4, 10.5 and
10.6, respectively, to the Partnership's 1986 Annual Report on Form 10-K.
(2) Incorporated by reference to Exhibits 10.1 and 10.2, respectively, of the
Partnership's Registration Statement on Form S-11 (No. 33-3918).
(3) Incorporated by reference to Exhibits 4.3, 4.5, 10.1, 10.3, 10.6, 10.8,
10.10, 10.12, 10.13, 10.14, 10.15 and 10.16, respectively, to the
Partnership's Form 10-Q for the period ending June 30, 1994.
(4) Incorporated by reference to Exhibit 10. to the Partnership's Form 8-K dated
May 27, 1997.
(5) Incorporated by reference to Exhibits 10.8, 10.11, 10.14, 10.17,
respectively, to the Partnership's Form 10-Q for the period ending June 30,
1997.
(6) Incorporated by reference to Exhibits 10.5 and 10.6, respectively, to the
Partnership's 1997 Annual Report on Form 10-K.
(B) REPORTS ON FORM 8-K
On January 16, 1998, the Partnership filed a report on Form 8-K dated
January 2, 1998, announcing that Starwood Hotels and Resorts Trust completed the
acquisition of Westin Hotels and Resorts Worldwide, Inc.
On February 26, 1998, the Partnership filed a report on Form 8-K dated
February 23, 1998, announcing a special mailing to the limited partners in
response to another offer from Kalmia Investors LLC to purchase their Units for
$700.
******
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Seattle, State of
Washington, on the 7th day of May, 1998.
WESTIN HOTELS LIMITED PARTNERSHIP
(a Delaware limited partnership)
By: WESTIN REALTY CORP.,
Its sole General Partner
By: /s/ Richard Mahoney
--------------------------------
Richard Mahoney, Director,
Vice President, Chief Financial
Officer and Treasurer
-12-
<PAGE>
EXHIBIT INDEX
No.
- ---
27 Financial Data Schedule
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 11,315
<SECURITIES> 0
<RECEIVABLES> 11,942
<ALLOWANCES> 243
<INVENTORY> 623
<CURRENT-ASSETS> 25,195
<PP&E> 347,486
<DEPRECIATION> 108,839
<TOTAL-ASSETS> 268,441
<CURRENT-LIABILITIES> 14,169
<BONDS> 129,051
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 268,441
<SALES> 0
<TOTAL-REVENUES> 31,660
<CGS> 0
<TOTAL-COSTS> 27,415
<OTHER-EXPENSES> 3,111
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,364
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