<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934
AMENDMENT NO. 2
----------------
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, P.C.
1901 Avenue of the Stars - Suite 1100
Los Angeles, California 90067
Telephone: (310) 556-4660
Facsimile: (310) 556-8945
----------------
Calculation of Filing Fee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
$4,900,000 $980.00
- --------------------------------------------------------------------------------
* For purposes of calculating the filing fee only. This calculation
assumes the purchase of 4,900 Units of Limited Partnership Interests
("Units") at $1,000 per Unit in the Partnership. The amount of the filing
fee, calculated in accordance 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.
[ x] 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: $980 Filing Kalmia Investors, LLC;
Form or Registration No.: Schedule 14D-1 Party: Arlen Capital, LLC
Date Filed: February 1, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Page 1 of 7
<PAGE>
- ------------------- -----------
CUSIP NO. 960377109 Page 2 of 7
- ------------------- -----------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Kalmia Investors, LLC -- IRS Identification # 41-1848556
- --------------------------------------------------------------------------------
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
8,475 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 6.25%
- --------------------------------------------------------------------------------
10. Type of Reporting Persons (See Instructions)
OO
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Page 2 of 7
<PAGE>
- ------------------- -----------
CUSIP NO. 960377109 Page 3 of 7
- ------------------- -----------
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Arlen Capital, LLC -- IRS Identification # 33-0713478
- --------------------------------------------------------------------------------
2. 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
8,475 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 6.25%
- --------------------------------------------------------------------------------
10. Type of Reporting Persons (See Instructions)
CO
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Page 3 of 7
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Amendment No. 2 amends the Tender Offer Statement on Schedule
14D-1, filed by Kalmia Investors, LLC, a Delaware Limited Liability Company
(the "Purchaser") with the Securities and Exchange Commission on February 1,
1999 as amended by Amendment No. 1 thereto dated March 2, 1999 ("Amendment
No. 1") relating to the Tender Offer by the Purchaser to purchase up to 4,900
units of limited partnership interests ("Units") of Westin Hotels Limited
Partnership, a Delaware limited partnership, upon the terms and subject to
the conditions set forth in the Purchaser's Offer to Purchase dated February
1, 1999 and Supplement No. 1 thereto filed as Exhibit (a)7 to this Amendment
No. 2, and the related Agreement of Sale, to include the information set
forth below. Terms not otherwise set forth below shall have the meanings
ascribed to them in the Schedule 14D-1 and the Offer to Purchase.
ITEM 1. SECURITY AND SUBJECT COMPANY
(b) The information set forth in the "Cover Page" and "Introduction" of
the Offer to Purchase as amended by Supplement No. 1 is incorporated herein by
reference.
(c) The information set forth in the "Introduction" and Section 7
("Purpose and Effect of the Offer") of the Offer to Purchase as amended by
Supplement No. 1 is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT
COMPANY
(b) The information set forth in Section 9 ("Past Contacts and
Negotiations with General Partners") of the Offer to Purchase as amended by
Supplement No. 1 is incorporated herein by this reference.
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 as amended by Supplement No. 1 is incorporated herein
by reference.
ITEM 5. PURPOSE OF TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
(a)-(g) The information set forth in the "Introduction" and Section 7
("Purpose and Effects of the Offer") of the Offer to Purchase as amended by
Supplement No. 1 is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a)-(b) The information set forth in the "Introduction" Section of the
Offer to Purchase as amended by Supplement No. 1 is 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") as amended by Supplement No. 1 is incorporated herein
by reference.
ITEM 8. PERSONS RELATED, EMPLOYED OR TO BE COMPENSATED
Page 4 of 7
<PAGE>
The information set forth in the "Introduction" Section of the Offer to
Purchase as amended by Supplement No. 1 is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) is hereby amended and supplemented with the following
information:
"The Offer has been extended and is now scheduled to expire at
12:00 midnight, Eastern Time on April 6, 1999, unless and until the
Purchaser, in its sole discretion, shall have extended the period of time for
which the Offer is open. The Offer to Purchase has been supplemented by
Supplement No. 1 which is Exhibit (a)(7) to this Amendment N. 2 and
incorporated herein by this reference. As of the close of business on March
17, 1999, 2,021 Units (1.49%) have been tendered to Purchaser and not
withdrawn. Except as amended by Supplement No. 1 and this Amendment No. 2,
all of the other terms and conditions of the Offer remain in full force and
effect."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(7) Supplement No. 1 dated March 23, 1999.
(a)(8) Cover Letter from Purchaser to Unit Holders dated March 23, 1999.
(a)(9) Publication of Notice of Extension.
(a)(8) Press Release.
Page 5 of 7
<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: March 23, 1999 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 6 of 7
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
(a)(7) Supplement No. 1 dated March 23, 1999.
(a)(8) Cover Letter from Purchaser to Unit Holders
dated March 23, 1999.
(a)(9) Publication of Notice of Extension.
(a)(10) Press Release.
Page 7 of 7
<PAGE>
EXHIBIT 99(a)(7)
SUPPLEMENT NO. 1
TO
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
APRIL 6, 1999, UNLESS THE OFFER IS EXTENDED.
----------------------------------------------------------------
Kalmia Investors, LLC, a Delaware limited liability company (the
"Purchaser" or "Kalmia"), hereby offers to purchase up to 4,900 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, which includes the amount of any cash distributions declared or paid,
including any return of capital made in cash with respect to the Units after
March 16, 1999 and prior to the Expiration Date (as hereinafter defined) (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"). In addition to the Purchase Price of $1,000, if you
were a Unit Holder of record, such Unit Holder will also receive the $23.75
Distribution made by the Partnership on March 15, 1999. The 4,900 Units sought
to be purchased pursuant to the Offer represent, to the best knowledge of the
Purchaser, approximately 3.6% 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 4,900 UNITS ARE VALIDLY TENDERED AND NOT
WITHDRAWN, THE PURCHASER WILL ACCEPT FOR PURCHASE UP TO 4,900 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
March 23, 1999
<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 "DEPOSITORY") 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>
<CAPTION>
<S> <C>
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
OFFER TO PURCHASE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1. Terms of the Offer.. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3. Other Requirements.. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 5. Extension of Tender Period; Termination; Amendment . . . . . . . . . . 5
Section 6. Certain Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . 5
Consequences to Tendering Unit Holder. . . . . . . . . . . . . . . . . 6
Consequences to a Non-Tendering Unit Holder. . . . . . . . . . . . . . 7
Section 7. Offer to Purchase. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 9. Past Contacts and Negotiations with General Partner. . . . . . . . . . 8
Section 10. Certain Information Concerning the Business
of the Partnership and Related Matters . . . . . . . . . . . . . . . . 8
Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 12. Source of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 13. Certain Conditions of the Offer . . . . . . . . . . . . . . . . . . . 9
</TABLE>
(i)
<PAGE>
To the Holders of Units of Limited Partnership Interests
of Westin Hotels Limited Partnership
THE INTRODUCTION SECTION OF THE OFFER TO PURCHASE IS AMENDED TO READ AS
FOLLOWS:
INTRODUCTION
Kalmia Investors, LLC, a Delaware limited liability company (the
"Purchaser" or "Kalmia"), hereby offers to purchase up to 4,900 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, which includes 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 March
16, 1999 and prior to the Expiration Date (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"). In addition to the Purchase Price of $1,000, if you
were a Unit Holder of record, such Unit Holder will also receive the $23.75
Distribution made by the Partnership on March 15, 1999. The 4,900 Units sought
to be purchased pursuant to the Offer represent, to the best knowledge of the
Purchaser, approximately 3.6% 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.
- - According to the Partnership's Annual Report of Form 10-K for the
year ended December 31, 1998 filed with the Commission on March 4,
1999 (the "1998 10-K"), as of March 1, 1999, the most recent reported
trading activity in the Units occurred from January 1, 1999 to January
19, 1999 (when sales were suspended). The average per Unit sales price
reported in the limited and sporadic secondary market during that time
period was approximately $961 with prices ranging from $500 to $1,119.
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 the net proceeds to the seller of
approximately $481 to approximately $767).
- - The Purchaser is not using an independent Depository to process the
Offer, but is using its Manager, Arlen Capital, LLC ("Arlen") as such.
There is, therefore, a conflict of interest between Arlen's
1
<PAGE>
duties as Depository and Arlen's duties as the Manager of the
Purchaser. Arlen has committed that it will, if faced with any
such conflict, act in the best interests of the selling Unit
Holders. Arlen will also have possession of the selling Unit
Holders Agreements of Sale, which it has agreed to hold for the
benefit of the selling Unit Holders until the sale of Units
represented by such Agreements of Sale has been completed.
- - 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 1998 10-K). 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.
- - 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
2
<PAGE>
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 4,900 Units, are validly tendered and not
withdrawn, the Purchaser will accept up to 4,900 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 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 the 1998 10-K, there were 135,600 Units issued and
outstanding at December 31, 1998, held by approximately 7,940 Unit Holders.
The Purchaser currently owns 8,475 Units which is approximately 6.25% 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.
3
<PAGE>
OFFER TO PURCHASE
SECTION 1 OF THE OFFER TO PURCHASE IS AMENDED TO READ AS FOLLOWS:
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 4,900 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 April 6,
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. As of March 17, 1999, 2,021 Units representing 1.49% of the
Units have been tendered, but not accepted, as a result of the Offer.
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), to waive any or all of such conditions 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 3, THE OTHER REQUIREMENTS PARAGRAPH OF SECTION 3 OF THE OFFER TO
PURCHASE IS AMENDED TO READ AS FOLLOWS:
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 March 16, 1999 and prior to the
Expiration Date 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 March 16, 1999. The
Purchaser will seek to be admitted to the Partnership as an Assignee and/or a
substitute limited partner
4
<PAGE>
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 include by any Distributions with respect to the Units
after March 16, 1999 and prior to the Expiration Date.
SECTION 5, THE FIRST PARAGRAPH OF SECTION 5 OF THE OFFER TO PURCHASE IS
AMENDED TO READ AS FOLLOWS:
SECTION 5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. The
Purchaser expressly reserves the right 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 by giving oral
or written notice of such termination, 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 (iii) 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 day
after the previously scheduled Expiration Date, in accordance with the public
announcement requirement of Rule 14e-1(d) under the Exchange Act.
SECTION 6 OF THE OFFER TO PURCHASE IS AMENDED TO READ AS FOLLOWS:
SECTION 6. CERTAIN TAX CONSEQUENCES.
The following is a summary of certain federal income tax consequences of
a sale of Units pursuant to the Offer assuming that the Partnership is a
partnership for federal income tax purposes and that it is not a "publicly
traded partnership" as defined in Section 7704 of the Internal Revenue Code
of 1986, as amended (the "Code"). This summary is based on the Code,
applicable Treasury Regulations thereunder, administrative rulings, practice
and procedures and judicial authorities as of the date of the Offer. All of
the foregoing are subject to change, and any such change could affect the
continuing accuracy of this summary. This summary does not address all
aspects of federal income taxation that may be relevant to a particular Unit
Holder in light of such Unit Holder's specific circumstances, or that may be
relevant to Unit Holders subject to special treatment under the federal
income tax laws (for example, foreign persons, dealers in securities, banks,
insurance companies and tax-exempt entities), nor does it address any aspect
of state, local, foreign or other tax laws. Sales of Units pursuant to the
Offer will be taxable transactions for federal income tax purposes, and may
also be taxable transactions under applicable state, local, foreign and other
tax laws. EACH UNIT HOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES TO SUCH UNIT HOLDER OF SELLING UNITS PURSUANT TO
THE OFFER, INCLUDING, WITHOUT LIMITATION, FEDERAL, STATE AND LOCAL TAX
CONSEQUENCES.
CONSEQUENCES TO TENDERING UNIT HOLDER. A Unit Holder will recognize
gain or loss on a sale of Units pursuant to the Offer equal to the
difference between (i) the Unit Holder's "amount realized" on the
5
<PAGE>
sale and (ii) the Unit Holder's adjusted tax basis in the Units sold. The
"amount realized" with respect to a Unit sold pursuant to the Offer will be a
sum equal to the amount of cash received by the Unit Holder for the Unit plus
the amount of Partnership liabilities allocable to the Unit (as determined
under Code Section 752). The amount of a Unit Holder's adjusted tax basis in
Units sold pursuant to the Offer will vary depending upon the Unit Holder's
particular circumstances and will be affected by allocations of Partnership
taxable income or loss to a Unit Holder with respect to such Us, and
distributions to a Unit Holder. In this regard, tendering Unit Holders will
be allocated a pro rata share of the Partnership's taxable income or loss
with respect to Units sold pursuant to the Offer through the last day of the
month preceding the effective date of the sale.
Subject to Code Section 751 (discussed below), the gain or loss
recognized by a Unit Holder on a sale of a Unit pursuant to the Offer
generally will be treated as a capital gain or loss if the Unit was held by
the Unit Holder as a capital asset. Changes to the federal income tax laws
in recent years modified applicable capital gain rates and holding periods.
Gain with respect to Units held for more than one year will be taxed at
long-term capital gain rates not exceeding 20 percent. Gain with respect to
Units held one year or less will be taxed at ordinary income rates, up to a
maximum rate of 39.6 percent. To the extent of depreciation recapture of
previously deducted straight-line depreciation with respect to real property,
a maximum rate of 25 percent is imposed (assuming eligibility for long-term
capital gain treatment). A portion of the gain realized by a Unit Holder
with respect to the disposition of the Units may be subject to this maximum
25 percent rate to the extent that the gain is attributable to depreciation
recapture inherent in the properties of the Partnership.
Capital losses are deductible only to the extent of capital gains,
except that non-corporate taxpayers may deduct up to $3,000 of capital losses
in excess of the amount of their capital gains against ordinary income.
Excess capital losses generally can be carried forward to succeeding years (a
corporation's carry forward period is five years and non-corporate taxpayer
can carry forward such capital losses indefinitely). In addition,
corporations (but not non-corporate taxpayers) are allowed to carry back
excess capital losses to the three preceding taxable years.
A portion of Unit Holder's gain or loss on a sale of a Unit pursuant to
the Offer may be treated as ordinary income or loss. Such portion will be
determined by allocating a Unit Holder's amount realized for a Unit between
amounts received in exchange for all or a part of the Unit Holder's interest
in the Partnership attributable to "Section 751 items" and non-Section 751
items. Section 751 items include "inventory items" and "unrealized
receivables" (including depreciation recapture) as defined in Code Section
751. The difference between the portion of the Unit Holders amount realized
that is allocable to Section 751 items and the portion of the Unit Holder's
adjusted tax basis in the Units sold that is so allocable will be treated as
ordinary income or loss. The difference between the Unit Holder's remaining
amount realized and adjusted tax basis will be treated as capital gain or
loss assuming the Units were held by the Unit Holder as a capital asset.
Under Code Section 469, a non-corporate taxpayer or personal service
corporation can deduct passive activity losses in any taxable year only to
the extent of such person's passive activity income for such year. Closely
held corporations may offset passive activity losses against passive activity
income and active income, but may not offset such losses against portfolio
income. If a Unit Holder is subject to these restrictions and has unused
passive losses from prior years, such losses will generally become available
upon a sale of Units, provided the Unit Holders sells all of his or her
Units. If a Unit Holder does not sell all of his or her Units, the
deductibility of such losses would continue to be subject to the passive
activity loss limitation until the Unit Holder sell his or her remaining
Units.
6
<PAGE>
Gain realized by a foreign Unit Holder on a sale of a Unit pursuant to
the Offer will be subject to federal income tax. Under Code Section 1445 of
the Code, the transferee of a partnership interest held by a foreign person
is generally required to deduct and withhold a tax equal to 10% of the amount
realized on the disposition. The Purchaser will withhold 10% of the amount
realized by a tendering Unit Holder form the Purchase Price payable to such
Unit Holder unless the Unit Holder properly completes and signs the Agreement
of Sale certifying the accuracy of the Unit Holder's TIN and address, and
that such Unit Holder is not a foreign person. Amounts withheld are
creditable against a foreign Unit Holder's federal income tax liability. If
amounts withheld are in excess of such liability, a refund can be obtained.
A Unit Holder who tenders Units must file an information statement with
his or her federal income tax return for the year of the sale which provides
the information specified in Treasury Regulation Section 1.751-1(a)(3). The
selling Unit Holder must also notify the Partnership of the date of the
transfer and the names, addresses and tax identification numbers of the
transferors and transferees within 30 days of the date of the transfer (or,
if earlier, January 15 of the following calendar year).
CONSEQUENCES TO A NON-TENDERING UNIT HOLDER. The Purchaser anticipates
that a Unit Holder who does not tender his or her Units will not realize any
material federal income tax consequences as a result of the decision not to
tender.
SECTION 7, THE EIGHTH PARAGRAPH OF SECTION 7 OF THE OFFER TO PURCHASE IS
AMENDED TO READ AS FOLLOWS:
The following information, excerpted from the 1998 10-K, reflects the
Partnership's records of the average and range of Unit sale prices to date:
<TABLE>
<CAPTION>
" Average per Unit Range of per Unit Sale
Sales Price Sales Price
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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,
when sales were suspended)
1999: First Quarter $960.92 $500.00 to $1,191.00
(through January 19, 1999,
when sales were suspended)
</TABLE>
7
<PAGE>
SECTION 9 OF THE OFFER TO PURCHASE IS AMENDED AND SUPPLEMENTED AS FOLLOWS:
SECTION 9. PAST CONTACTS AND NEGOTIATIONS WITH GENERAL PARTNER.
The General Partner of the Partnership is Westin Realty Corp.
The second sentence of the fourth paragraph of Section 9 is amended to read
as follows:
Unit Holders holding approximately 28.3% of the Units agreed to join the
Purchaser to request the General Partner to cause a vote to sell the
Partnership's hotels.
During the period January 11, 1999 and January 29, 1999, representatives of
the Purchaser and the Partnership discussed the providing of a legal opinion
regarding the transfer of the Units Purchaser acquired in its 14D-1 Offer. Such
discussions have terminated.
On March 10, 1999, counsel for the Purchaser communicated with counsel for
the Partnership regarding concerns with the manner in which the change of
addresses of selling Unit Holders was being implemented. Such communications
are ongoing.
SECTION 10 OF THE OFFER TO PURCHASE IS AMENDED AND SUPPLEMENTED AS FOLLOWS:
SECTION 10. CERTAIN INFORMATION CONCERNING THE BUSINESS OF THE PARTNERSHIP
AND RELATED MATTERS.
DISTRIBUTIONS. The Partnership disclosed in its 1998 10-K, that it made
distributions as follows:
<TABLE>
<CAPTION>
Year Ending Distributions Per
December 31 Unit
----------- ----
<S> <C>
1996 $-0-
1997 $95.00
1998 $95.00
</TABLE>
The Partnership's General Partner in the 1998 10-K advised the limited
partners that "the Partnership will be in a position to continue
distributions to limited partners at an annual level of $95 per Unit in 1999."
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
1998 10-K. 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.
8
<PAGE>
Selected Financial Information
(In Thousands of Dollars, Except Per Unit Amounts)
<TABLE>
<CAPTION>
Fiscal Year Fiscal Year Fiscal Year
Ended 12/31/98 Ended 12/31/97 Ended 12/31/96
-------------- -------------- -------------
<S> <C> <C> <C>
Operating Profit $30,374 $22,459 $19,899
Net Income $17,933 $ 9,691 $ 6,978
Net Income per Unit $132.25 $ 71.47 $ 51.46
Balance Sheet Data (in As of As of As of
thousands): 12/31/98 12/31/97 12/31/96
-------- -------- --------
Total Assets $285,661 $269,785 $263,148
Total Liabilities $210,809 $200,862 $191,199
Total Partners Equity $70,241 $ 65,190 $ 68,381
Units Outstanding 135,600 135,600 135,600
</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 12 OF THE OFFER TO PURCHASE IS AMENDED TO READ AS FOLLOWS:
SECTION 12. SOURCE OF FUNDS. The Purchaser expects that approximately
$4,900,000 (exclusive of fees and expenses) will be required to purchase
4,900 Units (approximately 3.6% of the 135,600 Units outstanding), if
tendered. The Purchaser has the cash on hand necessary to fund the purchase
of the Units. The Offer is not contingent on obtaining financing.
SECTION 13 OF THE OFFER TO PURCHASER IS AMENDED TO READ AS FOLLOWS:
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
9
<PAGE>
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 may terminate or amend the Offer as to such 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 reasonable 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 reasonable 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 reasonable 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;
(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
10
<PAGE>
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; or
(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 reasonable 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.
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.
Kalmia Investors, LLC
March 23, 1999
11
<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
12
<PAGE>
EXHIBIT 99(a)8
WESTIN HOTELS LIMITED PARTNERSHIP
KALMIA INVESTORS, LLC
MARCH 23, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 SUPPLEMENT NO. 1 TO THE TENDER OFFER.
-
PAYMENT TO YOU WILL BE MADE WITHIN 5 BUSINESS DAYS FROM (I) APRIL 6, 1999,
THE "EXPIRATION DATE" OF THE OFFER (UNLESS EXTENDED), AND (II) AFTER WRITTEN
NOTIFICATION FROM THE PARTNERSHIP THAT YOUR ADDRESS ON THE RECORDS OF THE
PARTNERSHIP HAS BEEN CHANGED TO KALMIA'S ADDRESS. THE GENERAL PARTNER
HAS AGREED TO MAKE THE ADDRESS CHANGE SO A SELLER CAN BE PAID.
-
AN AGREEMENT OF SALE IS ENCLOSED WHICH YOU MUST PROPERLY COMPLETE AND DULY
EXECUTE IN ACCORDANCE WITH THE INSTRUCTIONS AND RETURN TO ARLEN CAPITAL, LLC.
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)(9)
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 IN 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 EXTENSION OF OFFER AND SUPPLEMENT TO OFFER TO PURCHASE FOR CASH
UP TO 4,900 UNITS OF LIMITED PARTNERSHIP INTERESTS ("UNITS")
OF WESTIN HOTELS LIMITED PARTNERSHIP (THE "PARTNERSHIP")
BY KALMIA INVESTORS, LLC, A DELAWARE LIMITED LIABILITY COMPANY
(THE "PURCHASER")
The offer to purchase for cash of up to 4,900 Units held by the unit holders of
the Partnership (the "Unit Holders") has been extended and is now scheduled to
expire at 12:00 midnight, Eastern Time on April 6, 1999, unless and until the
Purchaser, in its sole discretion, shall have extended the period of time for
which the Offer is open. As of the close of business on March 17, 1999, 2,021
Units (1.49%) have been tendered to Purchaser and not withdrawn. Except as
amended by Supplement No. 1, all of the other terms and conditions of the Offer
remain in full force and effect. For further information, including copies of
the Offer to Purchase and Supplement No. 1 thereto and related Agreement of
Sale, please contact Arlen Capital, LLC at (800) 891-4105; 1650 Hotel Circle
North, Suite 200, San Diego, California 92108
March 23, 1999
<PAGE>
EXHIBIT 99(a)(10)
KALMIA INVESTORS, LLC EXTENDS AND SUPPLEMENTS OFFER
TO PURCHASE UNITS OF LIMITED
PARTNERSHIP INTERESTS OF WESTIN HOTELS LIMITED PARTNERSHIP
San Diego, California (March 23, 1999). Kalmia Investors, LLC
("Purchaser") has announced that its offer to purchase for cash up to 4,900
Units of Limited Partnership Interests ("Units") of Westin Hotels Limited
Partnership (the "Partnership") at $1,000 per Unit upon the terms and subject
to the conditions set forth in the Purchaser's Offer to Purchase as amended
by Supplement No. 1 and in the related Agreement of Sale has been extended
and is now scheduled to expire at 12 o'clock midnight, Eastern time on April
6, 1999. As of the close of business on March 17, 1999, 2.021 Units (1.49%)
have been tendered to Kalmia Investors, LLC and not withdrawn. Except as
amended by Supplement No. 1, all of the other terms and conditions of the
Offer remain in full force and effect. For further information, including
copies of the Offer to Purchase and Supplement No. 1 and related Agreement of
Sale, please contact Arlen Capital, LLC at (800) 891-4105; 1650 Hotel Circle
North, Suite 200, San Diego, California 92108.
