<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)
FINAL AMENDMENT
AND
SCHEDULE 13D
_________________________________
WESTIN HOTELS LIMITED PARTNERSHIP
A DELAWARE LIMITED PARTNERSHIP
(NAME OF SUBJECT COMPANY)
KALMIA INVESTORS, LLC
A DELAWARE LIMITED LIABILITY COMPANY
ARLEN CAPITAL, LLC
A CALIFORNIA LIMITED LIABILITY COMPANY
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTERESTS
(TITLE OF CLASS OF SECURITIES)
960 377 109
(CUSIP Number of Class of Securities)
Arlen Capital, LLC
Don Augustine, Manager
1650 Hotel Circle North - Suite 200
San Diego, California 92108
(619) 686-2002
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
With a copy to:
Peter R. Pancione, Esq.
Gipson Hoffman & Pancione
1901 Avenue of the Stars - Suite 1100
Los Angeles, California 90067
Telephone: (310) 556-4660
Facsimile: (310) 556-8945
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14D-1/A AND 13D
CUSIP NO. 960377109 Page 2 of 4 Pages
i. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Kalmia Investors, LLC - IRS Identification #41-1848556
ii. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
iii. SEC Use Only
iv. Sources of Funds (See Instructions)
WC
v. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f) / /
vi. Citizenship or Place of Organization
State of Delaware
vii. Aggregate Amount Beneficially Owned By Each Reporting Person
8,475 Limited Partnership Interests
viii. Check if the Aggregate in Row (7) Excludes Certain Shares (See
Instructions) / /
ix. Percent of Class Represented by Amount in Row (7)
Approximately 6.25 percent of the issued and outstanding Limited
Partnership Interests
x. Type of Reporting Persons (See Instructions)
OO
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14D-1/A AND 13D
CUSIP NO. 960377109 Page 3 of 4 Pages
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 Limited Partnership Interests
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See
Instructions) / /
9. Percent of Class Represented by Amount in Row (7)
Approximately 6.25 percent of the issued and outstanding Limited
Partnership Interests
10. Type of Reporting Persons (See Instructions)
OO
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AMENDMENT NO. 1 TO SCHEDULE 14D-1/ SCHEDULE 13D
This Amendment No.1 constitutes (i) the final amendment to the Tender Offer
Statement on Schedule 14D-1 of Kalmia Investors, L.L.C. a Delaware limited
partnership (the "Purchaser") and Arlen Capital, LLC, originally filed with the
Securities and Exchange Commission (the "Commission") on December 16, 1998 (the
"Schedule 14D-1"); and (ii) the initial statement on Schedule 13D of the
Purchaser (together with the Schedule 14D-1, the "Schedules"). The Schedules
relate to the the tender offer of the Purchaser to purchase up to 6,500 units of
limited partnership interests including any rights attributable to claims,
damages, recoveries, including recoveries from any class action lawsuits, and
causes of action accruing to the ownership of such units of limited partnership
interests ("Units") in Westin Hotels Limited Partnership, a Delaware limited
partnership (the "Partnership"), at a purchase price of $1,000 net per Unit,
without interest, and less the amount of any cash distributions declared or
paid, including any return of capital made in cash with respect to the Units
after December 15, 1998 (the "Purchase Price"), upon the terms and conditions
set forth in the Offer to Purchase dated December 16, 1998 and in the related
Agreement of Sale (which, together with any supplements or amendments,
collectively constitute the "Offer"). Terms not otherwise defined herein shall
have the meaning ascribed to them in the Schedule 14D-1 and the Offer to
Purchase.
Item 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4 (a) is hereby supplemented and amended as follows:
"The total amount of funds required by the Purchaser to purchase the 1,726
Units accepted for payment pursuant to the Offer, exclusive of fees and
expenses, is $1,726,000. The Purchaser obtained such funds (plus amounts to pay
fees and expenses) from capital contributions from its partner and investors."
Item 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 (a) - (b) is hereby supplemented and amended as follows:
"The Offer expired at 12:00 Midnight, Eastern Time, on Monday, January 18,
1999. The Purchaser accepted for payment 1,726 Units, constituting
approximately 1.27 percent of the outstanding Units. To date, the Purchaser has
accepted for payment, a total of 8,475 Units, constituting approximately 6.25
percent of the outstanding Units."
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: January 22, 1999 KALMIA INVESTORS, LLC
By: Arlen Capital, LLC
its Manager
By: /s/ DON AUGUSTINE
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Don Augustine, Manager
ARLEN CAPITAL, LLC
By: /s/ DON AUGUSTINE
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Don Augustine, Manager
