<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
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
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
91-1328985
(I.R.S. EMPLOYER IDENTIFICATION NO.)
777 WESTCHESTER AVENUE
WHITE PLAINS, NY 10604
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
1-800-323-5888
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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.
135,600 limited partnership units issued and outstanding
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<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item Consolidated Financial Statements:
1.
Consolidated Balance Sheets................................. 2
Consolidated Statements of Income........................... 3
Consolidated Statement of Partners' Capital (Deficit)....... 4
Consolidated Statements of Cash Flows....................... 5
Notes to Consolidated Financial Statements.................. 6
Item Management's Discussion and Analysis of Financial Condition
2. and Results of Operations................................. 7
PART II. OTHER INFORMATION
Item Other Information...........................................
5. 11
Item Exhibits and Reports on Form 8-K............................
6. 11
SIGNATURES.......................................................... 13
</TABLE>
1
<PAGE> 3
PART I. FINANCIAL INFORMATION
WESTIN HOTELS LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT UNIT DATA)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents, including restricted cash of
$2,841 and $2,779...................................... $ 31,056 $ 31,524
Guest and trade accounts receivable, less allowance for
doubtful accounts of $345 and $290..................... 15,407 8,753
Other receivables......................................... 471 192
Inventories............................................... 605 641
Prepaid expenses and other current assets................. 713 858
-------- --------
Total current assets.............................. 48,252 41,968
Property and equipment, at cost, net of accumulated
depreciation of $119,839 and $116,282..................... 236,292 238,983
Restricted cash............................................. 5,658 3,890
Other assets................................................ 924 820
-------- --------
$291,126 $285,661
======== ========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
Accounts payable --
Trade and other........................................ $ 2,269 $ 1,601
General Partner and affiliates......................... 3,538 5,945
-------- --------
Total accounts payable............................ 5,807 7,546
Accrued expenses.......................................... 13,108 11,150
Current maturities of long-term obligations............... 1,476 735
Other current liabilities................................. 2,580 1,340
-------- --------
Total current liabilities......................... 22,971 20,771
Long-term obligations....................................... 126,922 128,122
Long-term obligation to General Partner..................... 38,525 36,928
Deferred incentive management fees payable to General
Partner................................................... 27,420 25,618
-------- --------
Total liabilities................................. 215,838 211,439
-------- --------
Minority interests in net income............................ 4,089 3,981
-------- --------
Commitments and contingencies
Partners' capital (deficit):
General Partner........................................... (2,711) (2,563)
Limited Partners (135,600 Units issued and outstanding)... 73,910 72,804
-------- --------
Total Partners' capital........................... 71,199 70,241
-------- --------
$291,126 $285,661
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE> 4
WESTIN HOTELS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Operating revenues:
Rooms............................................. $25,370 $24,823 $46,588 $44,976
Food and beverage................................. 12,214 9,120 22,763 17,707
Other operating departments....................... 3,242 3,101 6,091 6,021
------- ------- ------- -------
Total operating revenues............................ 40,826 37,044 75,442 68,704
------- ------- ------- -------
Operating expenses:
Rooms............................................. 6,405 6,340 12,316 12,186
Food and beverage................................. 9,064 6,573 17,366 13,098
Other operating departments....................... 1,017 842 1,963 1,668
Administrative and general........................ 2,079 2,209 4,670 4,991
Related party management fees..................... 3,259 2,424 6,246 4,662
Advertising and business promotion................ 2,479 2,667 4,791 5,032
Property maintenance and energy................... 2,179 2,158 4,208 4,176
Local taxes and insurance......................... 2,402 2,252 4,677 4,120
Rent.............................................. 124 199 301 400
Depreciation and amortization..................... 2,490 2,735 5,154 5,482
------- ------- ------- -------
Total operating expenses............................ 31,498 28,399 61,692 55,815
------- ------- ------- -------
Operating profit.................................... 9,328 8,645 13,750 12,889
------- ------- ------- -------
Other income (expense):
Interest income................................... 305 244 635 506
Interest expense.................................. (2,596) (2,592) (5,281) (5,185)
Interest expense on long-term obligation to
General Partner................................ (755) (819) (1,597) (1,590)
Other, net........................................ -- 3 -- (6)
------- ------- ------- -------
Net other expense................................... (3,046) (3,164) (6,243) (6,275)
------- ------- ------- -------
Income before minority interests.................... 6,282 5,481 7,507 6,614
Minority interests.................................. (78) (72) (108) (100)
------- ------- ------- -------
Net income.......................................... $ 6,204 $ 5,409 $ 7,399 $ 6,514
======= ======= ======= =======
Net income per Unit (135,600 Units issued and
outstanding)...................................... $ 45.75 $ 39.89 $ 54.56 $ 48.04
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 5
WESTIN HOTELS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
------- -------- -------
<S> <C> <C> <C>
Balance at December 31, 1998................................ $(2,563) $72,804 $70,241
Cash distributions........................................ -- (6,441) (6,441)
Net income (loss)......................................... (148) 7,547 7,399
------- ------- -------
Balance at June 30, 1999.................................... $(2,711) $73,910 $71,199
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 6
WESTIN HOTELS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-------------------
1999 1998
------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income.................................................. $ 7,399 $ 6,514
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization of property and equipment... 5,154 5,482
Amortization of loan fees................................. 30 29
Interest on long-term obligation to General Partner....... 1,597 1,590
Interest earned on restricted cash........................ (94) (147)
Minority interests in net income.......................... 108 100
Changes in assets and liabilities:
Increase in receivables, net.............................. (6,933) (2,587)
Decrease (increase) in inventories........................ 36 (42)
Decrease in prepaid expenses and other current assets..... 145 98
Increase (decrease) in trade and other accounts payable... 668 (500)
Increase in accrued expenses and other current
liabilities............................................ 3,198 1,374
Decrease in payable to General Partner and affiliates..... (948) --
Increase in incentive management fees payable to General
Partner................................................ 343 1,556
------- --------
Net cash provided by operating activities.............. 10,703 13,467
------- --------
INVESTING ACTIVITIES
Acquisition of property and equipment....................... (2,463) (11,429)
Increase in restricted cash, net of acquisitions of property
and equipment............................................. (1,674) 7,149
Increase in other assets.................................... (134) (139)
------- --------
Net cash used in investing activities.................. (4,271) (4,419)
------- --------
FINANCING ACTIVITIES
Cash distributions.......................................... (6,441) (6,441)
Repayment of long-term obligations.......................... (459) (428)
------- --------
Net cash used in financing activities.................. (6,900) (6,869)
------- --------
Net (increase) decrease in cash and cash equivalents........ (468) 2,179
Cash and cash equivalents at beginning of period............ 31,524 15,750
------- --------
Cash and cash equivalents at end of period.................. $31,056 $ 17,929
======= ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for interest.................... $ 5,265 $ 5,183
======= ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 7
WESTIN HOTELS LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 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 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. All
significant intercompany transactions and accounts have been eliminated.
The consolidated financial statements and related information for the
periods ended June 30, 1999 and June 30, 1998 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 three or six months
ended June 30, 1999 and June 30, 1998 should not be regarded as indicative of
the results that may be expected for the full year.
NOTE 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 1998 for information
regarding significant accounting policies, Partnership organization, restricted
cash, accrued expenses, long-term obligations, operating leases, commitments and
contingencies, and related party transactions.
6
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this report constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements relating to the Partnership's objectives, strategies,
plans, intentions and expectations, and all statements (other than statements of
historical facts) that address actions, events or circumstances that the
Partnership or its management expects, believes or intends will occur in the
future, are forward-looking statements. All such forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from historical results or those anticipated in the forward-looking
statements, including, without limitation, risks and uncertainties associated
with the following: the availability of capital for renovations; competition
within the lodging industry; the cyclicality of the hotel business; general real
estate and economic conditions; impact of the Year 2000 issue; and the other
risks and uncertainties set forth in the annual, quarterly and current reports
of the Partnership. The Partnership undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new information,
future events or circumstances.
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 Hotels
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 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 each Hotel. Since January
2, 1998, each general partner (individually a "General Partner," collectively
the "General Partners") has been a subsidiary of Starwood Hotels & Resorts
Worldwide, Inc. ("Starwood").
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
CONSOLIDATED 1999 1998 1999 1998
- ------------ ------- ------- ------- -------
<S> <C> <C> <C> <C>
REVPAR (revenue per available room)................. $143.49 $141.41 $132.47 $128.81
Operating profit as a percentage of revenues:
Rooms............................................. 74.8% 74.5% 73.6% 72.9%
Food and beverage................................. 25.8% 27.9% 23.7% 26.0%
EBITDA (in thousands)(1)............................ $12,123 $11,627 $19,539 $18,871
</TABLE>
- ---------------
(1) EBITDA is net income before interest expense, depreciation and amortization,
income tax expense 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 JUNE 30, 1999 COMPARED WITH THREE MONTHS ENDED JUNE 30,
1998. Operating profit of $9.3 million for the second quarter of 1999
represents a 7.9% improvement over the same quarter of the prior year. The
Partnership's second quarter increase in EBITDA of 4.3% to $12.1 million over
EBITDA of $11.6 million in the prior year period was primarily due to improved
results at The Westin St. Francis.
7
<PAGE> 9
Consolidated rooms revenues for the second quarter of 1999 were $25.4
million and represent a 2.2% increase over the same quarter in 1998.
Consolidated REVPAR for the second quarter of 1999 reached $143.49, a 1.5%
increase over the second quarter of 1998. The Westin St. Francis' REVPAR
increase of 4.4% to $152.86 was due to increases in revenues in all segments.
The Westin Michigan Avenue, Chicago's REVPAR decrease of 3.5% to $128.61 was
primarily due to a decrease in group segment revenue. The average room rate at
The Westin St. Francis for the second quarter of 1999 increased 3.1% to $183.44
compared to the same period in 1998, and the occupancy rate increased to 83.3%
from 82.3%. At The Westin Michigan Avenue, Chicago, the average room rate for
the second quarter of 1999 decreased 1.9% to $159.23 compared to the same period
in 1998, and the occupancy rate decreased to 80.8% from 82.1% due to a decrease
in the group segment room nights.
Consolidated rooms profit for the second quarter of 1999 increased 2.6% or
$0.5 million to $19.0 million over the same 1998 quarter. This improvement was
attributable to the REVPAR growth at The Westin St. Francis.
Consolidated food and beverage revenues of $12.2 million in the second
quarter of 1999 represent a $3.1 million or 33.9% increase when compared to the
same 1998 period. Food and beverage revenues increased as a result of the
conversion of Club Oz to banquet space at The Westin St. Francis and the
increased banquet business.
Consolidated food and beverage profit for the second quarter of 1999
increased 23.7% or $0.6 million over the same period in 1998, reflecting the
increased banquet business at The Westin St. Francis. The Westin St. Francis
contributed $0.9 million to the consolidated increase in food and beverage
profit, which represents a 59.8% increase over the same 1998 quarter. The Westin
Michigan Avenue, Chicago food and beverage profit decreased $0.3 million or
33.2% from the same period in 1998 as a result of a decrease in banquet and
catering revenue, which resulted from the decrease in the group segment
business.
Consolidated operating expenses for the second quarter of 1999 increased to
$31.5 million, a 10.9% increase over 1998. The most significant increases were
in management fee expense due to increased revenues and in food and beverage
expense due to increased banquet business at The Westin St. Francis.
SIX MONTHS ENDED JUNE 30, 1999 COMPARED WITH SIX MONTHS ENDED JUNE 30,
1998. Operating profit of $13.8 million for the six months ended June 30, 1999
represents a 6.7% improvement over the same period of the prior year. The
Partnership's EBITDA of $19.5 million for the six months ended June 30, 1999
improved 3.5% over EBITDA of $18.9 million in the prior year period.
Consolidated rooms revenues for the six months ended June 30, 1999 were
$46.6 million and represent a 3.6% increase over the same period in 1998.
Consolidated REVPAR for the first six months of 1999 reached $132.47, a 2.8%
increase over the corresponding 1998 period. The Westin St. Francis' REVPAR
increase of 3.4% to $149.75 and The Westin Michigan Avenue, Chicago's REVPAR
increase of 2.0% to $105.05 were due to overall increases in revenues and
occupancy in all segments. At The Westin St. Francis, the average room rate for
the first six months of 1999 increased 3.1% over the same period in 1998 to
$183.34 and the occupancy rate increased from 81.5% to 81.7%. At The Westin
Michigan Avenue, Chicago, the average room rate increased 4.2% to $155.34 and
the occupancy rate decreased from 69.1% to 67.6% due to a decrease in group
segment room nights.
Consolidated rooms profit for the first six months of 1999 increased 4.5%
or $1.5 million to $34.3 million over the same 1998 period. This improvement was
attributable to the revenue growth.
Consolidated food and beverage revenues of $22.8 million in the six months
ended June 30, 1999 represent a $5.1 million or 28.6% increase when compared to
the same 1998 period. The $5.1 million increase in food and beverage revenues
was a result of the conversion of Club Oz to banquet space at The Westin St.
Francis and the increased banquet business.
Consolidated food and beverage profit for the first six months of 1999
increased 17.1% or $0.8 million over the same period in 1998, reflecting the
increase in banquet business at The Westin St. Francis. The Westin St. Francis
contributed $1.6 million to the consolidated increase in food and beverage
profit, which
8
<PAGE> 10
represents a 49.4% increase over the same 1998 period. The Westin Michigan
Avenue, Chicago food and beverage profit decreased $0.8 million or 53.3% from
the same period in 1998 as a result of a decrease in banquet and catering
revenue, which resulted from the decrease in the group segment room nights.
Consolidated operating expenses for the six months ended June 30, 1999
increased to $61.7 million, a 10.5% increase over 1998. The most significant
increases were in management fee expense due to increased revenues and in food
and beverage expense due to increased banquet business at The Westin St. Francis
discussed above.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1999, the Partnership had cash and cash equivalents of $31.1
million, a $0.5 million decrease from December 31, 1998. Total net cash provided
by operating activities for the six months ended June 30, 1999 equaled $10.7
million.
Pursuant to the mortgage loan restructuring agreement (the "Restructuring
Agreement"), the Partnership is required to make quarterly deposits to FF&E
Reserve Accounts, as defined in the Restructuring Agreement, based upon 5.0% of
gross revenue through maturity of the mortgage loan in 2006. The consolidated
Hotels' FF&E Reserve Account balance of $5.7 million is included in restricted
cash in the consolidated balance sheets.
The Restructuring Agreement requires that both Hotels make deposits into
Tax Escrow Accounts for payment of real and personal property taxes. The
consolidated balances of these Tax Escrow Accounts are included in cash and cash
equivalents in the consolidated balance sheets.
Year-to-date capital expenditures totaled $2.5 million. The Westin St.
Francis spent $2.2 million on capital expenditures primarily related to facade,
kitchen and health club renovation. The Westin Michigan Avenue, Chicago spent
$0.3 million on capital expenditures primarily related to the conversion of an
abandoned health club and basement areas to offices and miscellaneous EDP
improvements.
Capital expenditures in 1999 are expected to approximate $14.0 million. The
Westin St. Francis is expected to spend approximately $7.7 million on capital
improvements in 1999, which include the renovation of guest rooms and food and
beverage facilities, a facade project, and other areas such as health club
upgrades, technology enhancements and marble stone work. The Westin Michigan
Avenue, Chicago expects to spend a total of $6.3 million for capital
improvements during 1999, which include a roof replacement, main building guest
room renovation, updating EDP and engineering systems, and upgrading minibars
and other food and beverage equipment. All capital projects have been approved
by the mortgage loan lender, as required by the Restructuring Agreement.
Under the terms of the mortgage loan, the Partnership is scheduled to make
principal and interest payments of $10.8 million in 1999. Principal and interest
payments of $5.4 million were made during the six months ended June 30, 1999.
At this time, the Partnership anticipates that the cash flow from
operations and the corresponding contributions to the FF&E Reserve Accounts will
provide adequate funding for 1999 capital expenditures and interest payments on
the mortgage loan. In addition, the Partnership currently anticipates that it
will be in a position to continue distributions to the Limited Partners at an
annual level of $95 per Unit in 1999. Future distributions will be based on
available net cash flow, as defined in the Partnership agreement, and are
dependent upon the net cash flow, as defined, 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. Cash distributions of $95 per Unit
were paid to the Limited Partners in 1998. Additionally, cash distributions of
$23.75 per Unit were paid to the Limited Partners on June 14, 1999 for the first
quarter of 1999. The Board of Directors of the General Partner is in the process
of authorizing the second quarter cash distribution of $23.75 per Unit to be
paid to the Limited Partners of record as of June 30, 1999 on September 13,
1999.
9
<PAGE> 11
The General Partner is in the process of exploring opportunities to sell
the Hotel properties. The General Partner has obtained an appraisal of the
Hotels and has retained a broker to market the Hotels. Based upon that
appraisal, the General Partner currently estimates that the allocation to
Limited Partners upon the disposition of the Hotels could range between $950 and
$1,200 per Unit. There can be no assurance, however, that the Hotels will be
sold within any specified time period. Furthermore, there can be no assurance
that if the Hotels are sold, the purchase price will reflect the appraised value
of the Hotels. Therefore, the actual allocation to Limited Partners could differ
significantly from the above estimate. The marketing materials for the Hotels
are in final stages of completion and the General Partner anticipates the
materials being distributed during the third quarter of 1999.
RISKS RELATING TO YEAR 2000
Many computer systems were originally designed to recognize calendar years
by the last two digits in the date code field. Beginning in the year 2000, these
date code fields will need to accept four-digit entries to distinguish
twenty-first century dates from twentieth century dates. As a result, by the
year-end of 1999, the computerized systems, which include information and
non-information technology systems, and applications used by the Partnership
will need to be reviewed and evaluated to ensure all such financial, information
and operational systems are Year 2000 compliant.
STATE OF READINESS. The Partnership has assembled a team of computer
experts to address the Year 2000 compliance issue which will be completed in
three phases as follows:
<TABLE>
<CAPTION>
PHASE DESCRIPTION STATUS ESTIMATED COMPLETION
- ----- ----------- ---------- --------------------
<S> <C> <C> <C>
I Discovery Complete --
- Identify computerized systems, including
information and non-information systems
- Inventory all computerized systems
- Contact vendors for compliance statements
II Testing Complete --
- Test all applications and hardware with validation
tools
- Submit test statistics to an independent third
party for verification
- Review test results
III Remediation In process Third Quarter 1999
- Implement modifications or upgrades, as necessary
</TABLE>
YEAR 2000 PROJECT COSTS. The total costs for the Year 2000 compliance
review, evaluation, assessment and remediation efforts are not expected to be in
excess of approximately $300,000. Of this amount, approximately $160,000 had
been expended as of June 30, 1999, and an additional $140,000 is expected to be
incurred in the remainder of 1999.
PARTNERSHIP YEAR 2000 RISKS. There can be no assurance that the efforts
related to the Year 2000 compliance will be sufficient to make the Hotels'
computerized systems and applications Year 2000 compliant in a timely manner or
that the allocated resources will be sufficient. A failure to become Year 2000
compliant could affect the integrity of the guest check-in, billing and
accounting functions. Certain physical property, machinery and equipment could
also fail resulting in safety risks and guest dissatisfaction.
CONTINGENCY PLAN. The Partnership is in the process of developing its
contingency plan for the Hotels to provide for the most likely worst case
scenarios regarding Year 2000 compliance. This contingency plan is expected to
be completed in late 1999.
10
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
AFFILIATE TRANSACTIONS
The Partnership reimbursed the General Partner for general and
administrative expenses totaling approximately $0.2 million for the second
quarter of 1999. Affiliates of the General Partner, including Starwood, as
manager of the Hotels, received base management fees of $1.4 million in the
second quarter of 1999. The Partnership accrued incentive management fees,
payable to Starwood, of $1.9 million for the second quarter of 1999. Marketing
fees of $0.8 million were paid by the Partnership to the General Partner for the
second quarter of 1999. Additionally, the Partnership incurred approximately
$1.9 million for services provided by the General Partner in the second quarter
of 1999, which include property and workers' compensation insurance, systems
support, reservations and advertising.
INVESTOR RELATIONS
The Partnership's investor relations function is handled by
ReSource/Phoenix(R) at 2401 Kerner Boulevard, San Rafael, CA 94901-5529. The
toll-free number for ReSource/Phoenix(R) is 1-800-323-5888.
UNIT SALES
Relying on the protections of the 5% safe harbor pursuant to Section 7704
of the Internal Revenue Code, the General Partner suspended Unit sales for the
remainder of 1999 as sale transfer requests totaling 6,848 have been received
for 1999. The General Partner is, however, continuing to accept paperwork for
Unit sales for processing in 2000. Through the date of this filing, the General
Partner has received requests for the transfer of 4,931 Units which will be
completed in 2000. Sale requests for 4,846 Units were in conjunction with a
tender offer priced at $1,000 per Unit. The remaining 85 Unit sale requests were
completed through limited partnership exchanges at a range in price of $725 to
$925 per Unit.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS
4. Instruments defining the rights of security holders.
<TABLE>
<S> <C>
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)
</TABLE>
10. Material contracts.
<TABLE>
<S> <C>
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)
</TABLE>
11
<PAGE> 13
<TABLE>
<S> <C>
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)
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)
</TABLE>
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.
12
<PAGE> 14
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.
WESTIN HOTELS LIMITED PARTNERSHIP
(a Delaware limited partnership)
By: WESTIN REALTY CORP.,
Its sole General Partner
By: /s/ ALAN M. SCHNAID
------------------------------------
Alan M. Schnaid
Vice President
Date: August 2, 1999
13
<PAGE> 15
EXHIBIT INDEX
4. Instruments defining the rights of security holders.
<TABLE>
<S> <C>
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)
</TABLE>
10. Material contracts.
<TABLE>
<S> <C>
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)
10.16 Second Amendment to Promissory Note of 909 North Michigan
Avenue Corporation dated as of May 27, 1997.(5)
</TABLE>
<PAGE> 16
<TABLE>
<S> <C>
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)
</TABLE>
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.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
EPS HAS BEEN PREPARED IN ACCORDANCE WITH SFAS NO. 128 AND BASIC AND DILUTED EPS
HAVE BEEN ENTERED IN THE PRIMARY AND FULLY DILUTED LINE ITEMS, RESPECTIVELY.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 31,056
<SECURITIES> 0
<RECEIVABLES> 16,223
<ALLOWANCES> 345
<INVENTORY> 605
<CURRENT-ASSETS> 48,252
<PP&E> 356,131
<DEPRECIATION> 119,839
<TOTAL-ASSETS> 291,126
<CURRENT-LIABILITIES> 22,971
<BONDS> 166,923
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 291,126
<SALES> 0
<TOTAL-REVENUES> 75,442
<CGS> 0
<TOTAL-COSTS> 31,645
<OTHER-EXPENSES> 30,047
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,878
<INCOME-PRETAX> 7,399
<INCOME-TAX> 0
<INCOME-CONTINUING> 7,399
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,399
<EPS-BASIC> 54.56
<EPS-DILUTED> 54.56
</TABLE>
