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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 MARCH 31, 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)
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DELAWARE 91-1328985
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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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.
[X] Yes [ ] 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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TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
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 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 7
PART II. OTHER INFORMATION
Item 5. Other Information........................................... 10
Item 6. Exhibits and Reports on Form 8-K............................ 10
SIGNATURES..
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PART I. FINANCIAL INFORMATION
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT UNIT DATA)
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MARCH 31, DECEMBER 31,
1999 1998
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(UNAUDITED)
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ASSETS
Current assets:
Cash and cash equivalents, including restricted cash of
$4,336 in 1999 and $2,779 in 1998...................... $ 28,321 $ 31,524
Guest and trade accounts receivable, less allowance for
doubtful accounts of $312 in 1999 and $290 in 1998..... 10,607 8,753
Other receivables......................................... 152 192
Inventories............................................... 624 641
Prepaid expenses and other current assets................. 1,079 858
-------- --------
Total current assets........................................ 40,783 41,968
Property and equipment, at cost, net of accumulated
depreciation of $117,277 in 1999 and $116,282 in 1998..... 237,393 238,983
Restricted cash............................................. 4,996 3,890
Other assets................................................ 884 820
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28$4,056... $285,661
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LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
Accounts payable --
Trade and other........................................ $ 1,222 $ 1,601
General Partner and affiliates......................... 3,065 5,945
-------- --------
Total accounts payable.................................... 4,287 7,546
Accrued expenses.......................................... 11,753 11,150
Current maturities of long-term obligations............... 1,077 735
Other current liabilities................................. 2,799 1,340
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Total current liabilities................................... 19,916 20,771
Long-term obligations....................................... 127,637 128,122
Long-term obligation to General Partner, net of current
portion................................................... 37,770 36,928
Deferred incentive management fees payable to General
Partner................................................... 26,506 25,618
-------- --------
Total liabilities........................................... 211,829 211,439
-------- --------
Minority interests.......................................... 4,011 3,981
-------- --------
Commitments and contingencies
Partners' capital (deficit):
General Partner........................................... (2,668) (2,563)
Limited Partners (135,600 Units issued and outstanding)... 70,884 72,804
-------- --------
Total Partners' capital..................................... 68,216 70,241
-------- --------
$284,056 $285,661
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The accompanying notes are an integral part of these consolidated financial
statements.
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WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT UNIT DATA)
(UNAUDITED)
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THREE MONTHS ENDED
MARCH 31,
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1999 1998
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Operating revenues:
Rooms..................................................... $21,218 $20,153
Food and beverage......................................... 10,549 8,587
Other operating departments............................... 2,849 2,920
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Total operating revenues.................................... 34,616 31,660
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Operating expenses:
Rooms..................................................... 5,911 5,846
Food and beverage......................................... 8,302 6,525
Other operating departments............................... 946 826
Administrative and general................................ 2,591 2,782
Related party management fees............................. 2,987 2,238
Advertising and business promotion........................ 2,312 2,365
Property maintenance and energy........................... 2,029 2,018
Local taxes and insurance................................. 2,275 1,868
Rent...................................................... 177 200
Depreciation and amortization............................. 2,664 2,747
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Total operating expenses.................................... 30,194 27,415
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Operating profit............................................ 4,422 4,245
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Other income (expense):
Interest income........................................... 330 262
Interest expense.......................................... (2,685) (2,593)
Interest expense on long-term obligation to General
Partner................................................ (842) (771)
Other, net................................................ -- (9)
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Net other expense........................................... (3,197) (3,111)
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Income before minority interests............................ 1,225 1,134
Minority interests.......................................... (30) (28)
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Net income.................................................. $ 1,195 $ 1,106
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Net income per Unit (135,600 Units issued and
outstanding).............................................. $ 8.81 $ 8.16
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The accompanying notes are an integral part of these consolidated financial
statements.
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WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
(IN THOUSANDS)
(UNAUDITED)
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GENERAL LIMITED
PARTNER PARTNERS TOTAL
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Balance at December 31, 1998................................ $(2,563) $ 72,804 $70,241
Cash distributions........................................ -- (3,220) (3,220)
Net income (loss)......................................... (105) 1,300 1,195
------- -------- -------
Balance at March 31, 1999................................... $(2,668) $ 70,884 $68,216
======= ======== =======
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WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
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THREE MONTHS ENDED
MARCH 31,
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1999 1998
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OPERATING ACTIVITIES
Net income.................................................. $ 1,195 $ 1,106
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization of property and equipment... 2,664 2,747
Amortization of loan fees................................. 15 10
Interest on long-term obligation to General Partner....... 842 770
Interest earned on restricted cash........................ (44) (92)
Minority interests........................................ 30 28
Changes in assets and liabilities:
Increase in receivables, net.............................. (1,814) (2,546)
Decrease in inventories................................... 17 18
(Increase) decrease in prepaid expenses and other current
assets................................................. (221) 82
Decrease in trade and other accounts payable.............. (379) (291)
Increase in accrued expenses and other current
liabilities............................................ 2,062 83
Decrease in payable to General Partner and affiliates..... (507) (1,224)
(Decrease) increase in incentive management fees payable
to General Partner..................................... (1,485) 1,525
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Net cash provided by operating activities.............. 2,375 2,216
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INVESTING ACTIVITIES
Proceeds from sales of equipment............................ -- 3
Acquisition of property and equipment....................... (1,074) (7,443)
Increase in restricted cash, net of acquisitions of property
and equipment............................................. (1,062) 4,274
Increase in other assets.................................... (79) (144)
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Net cash used in investing activities.................. (2,215) (3,310)
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FINANCING ACTIVITIES
Cash distributions.......................................... (3,220) (3,221)
Repayment of long-term obligations.......................... (143) (120)
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Net cash used in financing activities.................. (3,363) (3,341)
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Net decrease in cash and cash equivalents................... (3,203) (4,435)
Cash and cash equivalents at beginning of period............ 31,524 15,750
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Cash and cash equivalents at end of period.................. $28,321 $11,315
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for interest.................... $ 3,120 $ 2,593
======= =======
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WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
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 March 31, 1999 and March 31, 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 periods ended March
31, 1999 and March 31, 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.
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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 The Westin St.
Francis and The Westin Michigan Avenue, Chicago experience seasonal trends, with
the lowest occupancy levels occurring during the first quarter, followed by
higher occupancies during the last three quarters of the year.
Westin Realty Corp. is the sole general partner of 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
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THREE MONTHS ENDED
MARCH 31,
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CONSOLIDATED 1999 1998
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REVPAR (revenue per available room)......................... $121.34 $116.08
Operating profit as a percentage of revenues:
Rooms..................................................... 72.1% 71.0%
Food and beverage......................................... 21.3% 24.0%
EBITDA (in thousands)(1).................................... $ 7,416 $ 7,245
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(1) EBITDA is net income before interest expense, depreciation and amortization,
and minority interests. The General Partner considers EBITDA to be a measure
of the Partnership's operating performance due to the significance of the
Partnership's long-lived assets and because such data can be used to measure
the Partnership's ability to service debt, fund capital expenditures and pay
cash distributions. EBITDA is not intended to represent cash flow from
operations as defined by generally accepted accounting principles and such
information should not be considered as an alternative to net income, cash
flow from operations or any other performance measure prescribed by
generally accepted accounting principles.
THREE MONTHS ENDED MARCH 31, 1999 COMPARED WITH THREE MONTHS ENDED MARCH
31, 1998. Operating profit of $4.4 million for the first quarter of 1999
represents a 4.2% improvement over the same quarter of the prior year. The
Partnership's first quarter EBITDA of $7.4 million improved 2.4% over EBITDA of
$7.2 million in the prior year period.
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Consolidated rooms revenues for the first quarter of 1999 were $21.2
million and represent a 5.3% increase over the same quarter in 1998.
Consolidated REVPAR for the first quarter of 1999 reached $121.34, a 4.5%
increase over the first quarter of 1998. The Westin St. Francis' REVPAR increase
of 2.3% to $146.60 and The Westin Michigan Avenue, Chicago's REVPAR increase of
12.3% to $81.24 were due to increases in average room rates in all segments. At
The Westin St. Francis, the average room rate for the first quarter of 1999
increased 3.2% over the first quarter of 1998 to $183.24 and the occupancy rate
decreased from 80.7% to 80.0%. At The Westin Michigan Avenue, Chicago, the
average room rate increased 15.7% to $149.49 and the occupancy rate decreased
from 55.9% to 54.3% due to a decrease in group segment room nights.
Consolidated rooms profit for the first quarter of 1999 increased 7.0% or
$1.0 million to $15.3 million over the same 1998 quarter. This improvement was
attributable to the REVPAR growth previously noted.
Consolidated food and beverage revenues of $10.5 million in the first
quarter of 1999 represent a $2.0 million or 22.9% increase when compared to the
same 1998 period. The $2.0 million increase in food and beverage revenues was a
direct result of the increased banquet business at The Westin St. Francis and
the conversion of Club Oz to banquet space.
Consolidated food and beverage profit for the first quarter of 1999
increased 9.0% or $0.2 million over the same period in 1998, reflecting the
increase in banquet business at The Westin St. Francis. The Westin St. Francis
contributed $0.6 million to the consolidated increase in food and beverage
profit, which represents a 39.3% increase over the same 1998 quarter. The Westin
Michigan Avenue, Chicago food and beverage profit decreased $0.4 million or
96.3% from the same period in 1998 as a result of a decrease in banquet and
catering revenue.
Consolidated operating expenses for the first quarter of 1999 increased to
$30.2 million, a 10.1% 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 business at The Westin St. Francis discussed above.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1999, the Partnership had cash and cash equivalents of
$28.3 million, a $3.2 million decrease from December 31, 1998, which primarily
resulted from the payment of 1998 accrued incentive management fees and the
quarterly distribution to the Limited Partners. Total net cash provided by
operating activities for the three months ended March 31, 1999 equaled $2.4
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
balance of $5.0 million of the Hotels' FF&E Reserve Accounts is included in
restricted cash in the consolidated balance sheets.
The Restructuring Agreement terms require that both Hotels make deposits
into Tax Escrow Accounts for payment of real and personal property taxes. The
consolidated balances of these Tax Escrow Accounts are included in cash and cash
equivalents in the consolidated balance sheets.
During the first quarter of 1999, capital expenditures totaled $1.1
million. The Westin St. Francis spent $1.0 million on capital expenditures
primarily related to facade, kitchen and health club renovation. The Westin
Michigan Avenue, Chicago spent $0.1 million on capital expenditures primarily
related to the conversion of the abandoned health club and basement areas to
offices.
Capital expenditures in 1999 are expected to approximate $11.9 million. The
Westin St. Francis is expected to spend approximately $8.5 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 $3.4 million for capital
improvements during 1999, which include a roof replacement, 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.
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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 $2.7 million were made in the first quarter of 1999.
At this time, the General Partner anticipates that the cash flow from
operations and the corresponding contributions to the FF&E Reserve Accounts will
provide adequate funding for 1999 capital expenditures and interest payments on
the mortgage loan. In addition, barring any unforeseen adverse occurrences, the
General Partner anticipates that the Partnership will be in a position to
continue distributions to the Limited Partners at an annual level of $95.00 per
Unit in 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 each were paid to the
Limited Partners on March 15, 1999. The Board of Directors of the General
Partner is in the process of authorizing a cash distribution of $23.75 per Unit
to be paid to the Limited Partners of record as of March 31, 1999 on June 14,
1999.
As required by the Partnership agreement, the General Partner must use its
best efforts to sell or refinance the Hotel properties by the end of 2001.
Accordingly, 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 the appraisal
of the Hotel properties completed by a third party, the General Partner
currently estimates that the allocation to Limited Partners upon the disposition
of the Hotels would 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. As a result, the
actual allocation to Limited Partners could differ significantly from the above
estimate. The formal marketing of the Hotels will begin in May 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, in less
than eight months, 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 General Partner has assembled a team of computer
experts to address the Year 2000 compliance issue which will be completed in
three phases as follows:
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PHASE DESCRIPTION STATUS ESTIMATED COMPLETION
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I Discovery Complete --
- Identify computerized systems, including
information and non-information systems
- Inventory all computerized systems
- Contact vendors for compliance statements
II Testing In process Second Quarter 1999
- 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 Fourth Quarter 1999
- Implement modifications or upgrades, as necessary
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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 $250,000. Of this amount, approximately $150,000 had
been expended as of March 31, 1999, and an additional $100,000 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.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
AFFILIATE TRANSACTIONS
The Partnership reimbursed the General Partner for general and
administrative expenses totaling approximately $185,000 for the first quarter of
1999. Affiliates of the General Partner, including Starwood, as manager of the
Hotels, received base management fees of $1.2 million and incentive management
fees of $3.2 million in the first quarter of 1999. The incentive management fees
paid in the first quarter related to incentive management fees earned in 1998.
The Partnership accrued incentive management fees, payable to Starwood, of $1.8
million for the first quarter of 1999. Marketing fees of $825,000 were paid by
the Partnership to the General Partner for the first quarter of 1999.
Additionally, approximately $1.9 million was paid to the General Partner in the
first quarter of 1999 for services provided by the General Partner, including
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 1998
and the remainder of 1999 as sale transfer requests totaling 6,848 have been
received for each of 1998 and 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 1,621
Units which will be completed in 2000. All of the sales requests are in
conjunction with a tender offer priced at $1,000 per Unit.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS
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4. Instruments defining the rights of security holders.
4.1 Amended and Restated Agreement of Limited Partnership
of Westin Hotels Limited Partnership.(1)
4.2 Amended and Restated Agreement of Limited Partnership
of The Westin St. Francis Limited Partnership.(1)
4.3 First Amendment to Amended and Restated Agreement of
Limited Partnership of The Westin St. Francis Limited
Partnership.(3)
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4.4 Amended and Restated Agreement of Limited Partnership
of The Westin Chicago Limited Partnership.(1)
4.5 First Amendment to Amended and Restated Agreement of
Limited Partnership of The Westin Chicago Limited
Partnership.(3)
10. Material contracts.
10.1 Restructuring Agreement dated as of June 2, 1994.(3)
10.2 Second Restructuring Agreement dated as of May 27,
1997.(4)
10.3 Amended and Restated Management Agreements between
The Westin St. Francis Limited Partnership and Westin Hotel
Company, and between The Westin Chicago Limited
Partnership and Westin Hotel Company, for property
management services.(2)
10.4 First Amendments to Amended and Restated Management
Agreements of The Westin St. Francis Limited Partnership and
of The Westin Chicago Limited Partnership.(3)
10.5 Assignment and Assumption of Agreements between
Westin Hotel Company and St. Francis Hotel Corporation.(6)
10.6 Assignment and Assumption of Agreements between
Westin Hotel Company and North Michigan Avenue
Corporation.(6)
10.7 Contribution Agreement between St. Francis Hotel
Corporation and The Westin St. Francis Limited Partnership,
and between 909 North Michigan Avenue Corporation and
The Westin Chicago Limited Partnership, for
contribution of Hotel assets and the transfer of
limited partnership interests.(2)
10.8 Promissory Note of St. Francis Hotel Corporation
dated August 21, 1986 to Teacher Retirement System of
Texas.(1)
10.9 First Amendment to Promissory Note of St. Francis
Hotel Corporation dated as of June 2, 1994.(3)
10.10 Second Amendment to Promissory Note of St. Francis
Hotel Corporation dated as of May 27, 1997.(5)
10.11 Deed of Trust, Financing Statement, Security
Agreement and Fixture filing dated August 21, 1986
respecting The Westin St. Francis.(1)
10.12 First Amendment to Deed of Trust, Financing
Statement, Security Agreement and Fixture Filing dated as of
June 2, 1994.(3)
10.13 Second Amendment to Deed of Trust, Financing
Statement, Security Agreement and Fixture Filing (With
Assignment of Rents and Leases) dated as of May 27,
1997.(5)
10.14 Promissory Note of 909 North Michigan Avenue
Corporation dated August 21, 1986 to Teacher Retirement
System of Texas.(1)
10.15 First Amendment to Promissory Note of 909 North
Michigan Avenue Corporation dated as of June 2, 1994.(3)
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)
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10.23 Loan Agreement dated as of June 2, 1994 between Westin Hotels
Limited Partnership and Westin Realty Corp.(3)
27. Financial Data Schedule.
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(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: April 27, 1999
13
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
PAGE
<C> <S> <C>
4. Instruments defining the rights of security holders.........
4.1 Amended and Restated Agreement of Limited Partnership of
Westin Hotels Limited Partnership.(1).......................
4.2 Amended and Restated Agreement of Limited Partnership of The
Westin St. Francis Limited Partnership.(1)..................
4.3 First Amendment to Amended and Restated Agreement of Limited
Partnership of
The Westin St. Francis Limited Partnership.(3)..............
4.4 Amended and Restated Agreement of Limited Partnership of The
Westin Chicago Limited Partnership.(1)......................
4.5 First Amendment to Amended and Restated Agreement of Limited
Partnership of
The Westin Chicago Limited Partnership.(3)..................
10. Material contracts..........................................
10.1 Restructuring Agreement dated as of June 2, 1994.(3)........
10.2 Second Restructuring Agreement dated as of May 27,
1997.(4)....................................................
10.3 Amended and Restated Management Agreements between The
Westin St. Francis Limited Partnership and Westin Hotel
Company, and between The Westin Chicago Limited Partnership
and Westin Hotel Company, for property management
services.(2)................................................
10.4 First Amendments to Amended and Restated Management
Agreements of The Westin
St. Francis Limited Partnership and of The Westin Chicago
Limited Partnership.(3).....................................
10.5 Assignment and Assumption of Agreements between Westin Hotel
Company and
St. Francis Hotel Corporation.(6)...........................
10.6 Assignment and Assumption of Agreements between Westin Hotel
Company and North Michigan Avenue Corporation.(6)...........
10.7 Contribution Agreement between St. Francis Hotel Corporation
and The Westin St. Francis Limited Partnership, and between
909 North Michigan Avenue Corporation and The Westin Chicago
Limited Partnership, for contribution of Hotel assets and
the transfer of limited partnership interests.(2)...........
10.8 Promissory Note of St. Francis Hotel Corporation dated
August 21, 1986 to Teacher Retirement System of Texas.(1)...
10.9 First Amendment to Promissory Note of St. Francis Hotel
Corporation dated as of
June 2, 1994.(3)............................................
10.10 Second Amendment to Promissory Note of St. Francis Hotel
Corporation dated as of May 27, 1997.(5)....................
10.11 Deed of Trust, Financing Statement, Security Agreement and
Fixture filing dated August 21, 1986 respecting The Westin
St. Francis.(1).............................................
10.12 First Amendment to Deed of Trust, Financing Statement,
Security Agreement and Fixture Filing dated as of June 2,
1994.(3)....................................................
10.13 Second Amendment to Deed of Trust, Financing Statement,
Security Agreement and Fixture Filing (With Assignment of
Rents and Leases) dated as of May 27, 1997.(5)..............
10.14 Promissory Note of 909 North Michigan Avenue Corporation
dated August 21, 1986 to Teacher Retirement System of
Texas.(1)...................................................
10.15 First Amendment to Promissory Note of 909 North Michigan
Avenue Corporation dated as of June 2, 1994.(3).............
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
PAGE
<C> <S> <C>
10.16 Second Amendment to Promissory Note of 909 North Michigan
Avenue Corporation dated as of May 27, 1997.(5).............
10.17 Mortgage and Security Agreement dated August 21, 1986 for
The Westin Hotel, Chicago.(1)...............................
10.18 First Amendment to Mortgage and Security Agreement dated as
of June 2, 1994.(3).........................................
10.19 Second Amendment to Mortgage and Security Agreement dated as
of May 27, 1997.(5).........................................
10.20 St. Francis FF&E Escrow Agreement dated as of June 2,
1994.(3)....................................................
10.21 Chicago FF&E Escrow Agreement dated as of June 2,
1994.(3)....................................................
10.22 Promissory Note dated June 2, 1994 in favor of Westin Realty
Corp. by Westin Hotels Limited Partnership.(3)..............
10.23 Loan Agreement dated as of June 2, 1994 between Westin
Hotels Limited Partnership and Westin Realty Corp.(3).......
27. Financial Data Schedule.....................................
</TABLE>
- ---------------
(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>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT MARCH 31, 1999 AND THE RELATED STATEMENTS OF
INCOME AND CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998 OF WESTIN HOTELS
LIMITED PARTNERSHIP.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 28,321
<SECURITIES> 0
<RECEIVABLES> 11,071
<ALLOWANCES> 312
<INVENTORY> 624
<CURRENT-ASSETS> 40,783
<PP&E> 354,670
<DEPRECIATION> 117,277
<TOTAL-ASSETS> 284,056
<CURRENT-LIABILITIES> 19,916
<BONDS> 165,407
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 284,056
<SALES> 0
<TOTAL-REVENUES> 34,616
<CGS> 0
<TOTAL-COSTS> 15,159
<OTHER-EXPENSES> 15,035
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,685
<INCOME-PRETAX> 1,195
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,195
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,195
<EPS-PRIMARY> 8.81<F1>
<EPS-DILUTED> 8.81<F1>
<FN>
<F1>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.
</FN>
</TABLE>
