<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. 1
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
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$4,900,000 $980.00
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* 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.
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AMOUNT PREVIOUSLY PAID: $980 FILING PARTY: KALMIA INVESTORS, LLC; ARLEN CAPITAL, LLC
FORM OR REGISTRATION NO.: SCHEDULE 14D-1 DATE FILED: FEBRUARY 1, 1999
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Page 1 of 8
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CUSIP NO. 960377109 Page 2 of 8
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1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Kalmia Investors, LLC -- IRS Identification # 41-1848556
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2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) / /
(b) / /
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f) / /
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6. Citizenship or Place of Organization
State of Delaware
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7. Aggregate Amount Beneficially Owned By Each Reporting Person
8,475 Units
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8. Check if the Aggregate in Row (7) Excludes Certain Units
(See Instructions) / /
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9. Percent of Class Represented by Amount in Row (7)
Approximately 6.25%
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10. Type of Reporting Persons (See Instructions)
OO
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Page 2 of 8
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CUSIP NO. 960377109 Page 3 of 8 Pages
- ------------------- -----------------
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1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Arlen Capital, LLC -- IRS Identification # 33-0713478
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2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) / /
(b) / /
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
AF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f) / /
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6. Citizenship or Place of Organization
State of California
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7. Aggregate Amount Beneficially Owned By Each Reporting Person
8,475 Units
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8. Check if the Aggregate in Row (7) Excludes Certain Units
(See Instructions) / /
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9. Percent of Class Represented by Amount in Row (7)
Approximately 6.25%
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10. Type of Reporting Persons (See Instructions)
CO
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Page 3 of 8
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AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 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 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 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 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 March 26, 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 February 26, 1999,
772 Units (.57%) have been tendered to Purchaser and not withdrawn. 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)(5) Publication of Notice of Extension.
(a)(6) Press Release.
Page 4 of 8
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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 2, 1999 KALMIA INVESTORS, LLC
By: Arlen Capital, LLC
its Manager
By: /s/ Don Augustine
------------------------
Don Augustine, Manager
ARLEN CAPITAL, LLC
By: /s/ Don Augustine
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Don Augustine, Manager
Page 5 of 8
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page Number
- ----------- ----------- -----------
(a)(5) Publication of Notice of Extension. 7
(a)(6) Press Release. 8
Page 6 of 8
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EXHIBIT(a)(5)
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 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 March 26, 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
February 26, 1999, 772 Units (.57%) have been tendered to Purchaser and not
withdrawn. 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 related Agreement of Sale, please contact Kalmia Investors, LLC
at (800) 891-4105; 1650 Hotel Circle North, Suite 200, San Diego, California
92108
March 2, 1999
Page 7 of 8
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EXHIBIT(a)(6)
KALMIA INVESTORS, LLC EXTENDS OFFER TO PURCHASE UNITS OF LIMITED
PARTNERSHIP INTERESTS OF WESTIN HOTELS LIMITED PARTNERSHIP
San Diego, California (March 2, 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 and in the related
Agreement of Sale has been extended and is now scheduled to expire at 12 o'clock
midnight, Eastern time on March 26, 1999. As of the close of business on
February 26, 1999, 772 Units (.57%) have been tendered to Kalmia Investors, LLC
and not withdrawn. 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 related Agreement of Sale, please contact Kalmia Investors, LLC at
(800) 891-4105; 1650 Hotel Circle North, Suite 200, San Diego, California 92108.
Page 8 of 8
