SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

OR

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 0-15097

Delaware

91-1328985

777 Westchester Avenue

1-800-323-5888

     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

TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements.

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WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF INCOME

The accompanying notes are an integral part of these consolidated financial statements.

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WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL (DEFICIT)

The accompanying notes are an integral part of these consolidated financial statements.

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WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these consolidated financial statements.

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WESTIN HOTELS LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 (the “St. Francis Partnership”) and The Westin Chicago Limited Partnership (the “Chicago Partnership”). The St. Francis Partnership owns and operates The Westin St. Francis (the “St. Francis”) in downtown San Francisco, California, and the Chicago Partnership owns and operates The Westin Michigan Avenue, Chicago (the “Michigan Avenue”) 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, 2000 and March 31, 1999 are unaudited. In the opinion of the General Partner of the Partnership, 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, 2000 and March 31, 1999 should not be regarded as indicative of the results that may be expected for the full fiscal year ending December 31, 2000.

      On January 18, 2000, the St. Francis Partnership entered into a definitive agreement to sell the St. Francis to BRE/ St. Francis L.L.C., an affiliate of the Blackstone Group, for gross proceeds of $243 million. Upon reaching the consent of a majority of the limited partners, the sale was consummated on April 26, 2000.

      The following unaudited pro forma results reflect the sale of the St. Francis as if it had been sold on January 1, 2000 and 1999 and do not purport to present what actual results would have been had the sale, in fact, occurred on January 1, 2000 or 1999.

Note 2.  Assets Held for Sale

      At March 31, 2000, the land and net property and equipment of the St. Francis are classified as assets held for sale. The balance of $176,621 is comprised of land, buildings and improvements, furniture and fixtures and construction in progress. As of December 31, 1999, the Partnership ceased depreciation of these assets.

      In accordance with the Partnership agreement, on April 26, 2000, upon receiving consent of a majority of the limited partners, the sale of the St. Francis was completed. The sale proceeds of $243 million were used to repay the St. Francis’ portion of the mortgage loans, the St. Francis’ portion of the subordinated note due to the General Partner, deferred incentive management fees related to the St. Francis and costs and expenses related to the sale. These payments totaled approximately $159 million. The remaining proceeds will be distributed to the limited partners.

Note 3.  Further Information

      Reference is made to “Notes to Consolidated Financial Statements” contained in the Partnership’s Form 10-K filed for the year ended December 31, 1999 for information regarding significant accounting policies, Partnership organization, restricted cash, accrued expenses, long-term obligations, operating leases,

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

      Forward-looking statements contained herein include, but are not limited to, statements relating to the Partnership’s objectives, strategies and plans, and all statements (other than statements of historical fact) that address actions, events or circumstances that the Partnership or its management expects, believes or intends will occur in the future. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated at the time the forward-looking statements are made, 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; 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 St. Francis and the Michigan Avenue (individually a “Hotel” and 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 of each year, 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 St. Francis Partnership and the Chicago Partnership (the “Hotel Partnerships”), which directly own and operate each Hotel. Since January 2, 1998, each general partner (individually a “General Partner” and collectively the “General Partners”) has been a subsidiary of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”).

Results of Operations

(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 accounting principles generally accepted in the United States and such information should not be considered as an alternative to net income, cash flow from operations or any other performance measure prescribed by accounting principles generally accepted in the United States.

     Three Months Ended March 31, 2000 Compared with Three Months Ended March 31, 1999. Operating profit of $7.2 million for the first quarter of 2000 represents a 62.9% increase over the same quarter of the prior year due primarily to improved operating results, including increases in occupancy, average room rate and food

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      Consolidated rooms revenues for the first quarter of 2000 were $22.3 million and represent a 5.2% increase over the same quarter in 1999. Consolidated REVPAR for the first quarter of 2000 reached $126.23, a 4.0% increase over the first quarter of 1999. The St. Francis’ REVPAR increase of 14.8% to $168.31 was due to increases in revenues in all segments. The Michigan Avenue’s REVPAR decrease of 26.9% to $59.43 was primarily due to a decrease in occupancy due to significant room renovations and a decrease in group segment revenue. The average room rate at the St. Francis for the first quarter of 2000 increased 4.0% to $190.56 compared to the same period in 1999, and the occupancy rate increased to 88.3% from 80.0%. At the Michigan Avenue, the average room rate for the first quarter of 2000 decreased 6.1% to $140.39 compared to the same period in 1999, and the occupancy rate decreased to 42.3% from 54.3% due to significant room renovations.

      Consolidated rooms profit for the first quarter of 2000 increased 2.6%, or $0.4 million, to $15.7 million over the same 1999 quarter. This improvement was attributable primarily to the REVPAR growth at the St. Francis and was offset by the REVPAR decline at the Michigan Avenue.

      Consolidated food and beverage revenues of $10.6 million for the first quarter of 2000 remained consistent when compared to the same 1999 period. This consistency was due to an increase in food and beverage revenue at the St. Francis of $0.6 million, offset by a decrease in food and beverage revenue at the Michigan Avenue of $0.5 million. The decrease at the Michigan Avenue was due primarily to the unavailability of meeting space and decline in occupancy due to renovations.

      Consolidated food and beverage profit for the first quarter of 2000 remained consistent when compared to the same 1999 period. As indicated above, the St. Francis food and beverage profit increased slightly over the same 1999 period, while the Michigan Avenue profit decreased due to renovations.

      Consolidated operating expenses for the first quarter of 2000 decreased $1.0 million, a 3.3% decrease over the same period of 1999. This decrease was primarily a result of the decrease in depreciation expense due to depreciation expense properly not recorded in 2000 on the St. Francis’ assets held for sale. This decrease was offset by an increase in rooms expense due to the increase in occupancy at the St. Francis.

Liquidity and Capital Resources

      As of March 31, 2000, the Partnership had cash and cash equivalents of $22.1 million, a $17.6 million decrease from December 31, 1999. The decrease in cash during the quarter ended March 31, 2000 was substantially due to the $10.6 million spent on renovations primarily at the Michigan Avenue. Total net cash used for operating activities for the three months ended March 31, 2000 equaled $0.9 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 revenues through the maturity of the mortgage loan in 2006. The consolidated Hotels’ FF&E Reserve Account balance of $7.4 million is included in restricted cash in the accompanying consolidated balance sheets.

      The Restructuring Agreement also 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 accompanying consolidated balance sheets.

      The St. Francis spent $2.2 million and the Michigan Avenue spent $8.4 million on capital expenditures primarily related to the renovation of guest rooms in the first quarter of 2000. The Michigan Avenue’s renovation project is expected to be completed in 2000. This project primarily includes room renovations and lobby and front office renovations. All capital projects have been approved by the mortgage loan lender, as required by the Restructuring Agreement.

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      Principal and interest payments of $3.0 million were made during the three months ended March 31, 2000. Under the terms of the mortgage loan, the Partnership was scheduled to make principal and interest payments of $12.2 million in 2000. However, due to the sale of the St. Francis and the repayment of a portion of the mortgage loan, the principal and interest payments will be $2.3 million for the remainder of 2000.

      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 2000 capital expenditures and interest payments on the mortgage loan. Due to the sale of the St. Francis, the Partnership currently anticipates that a distribution of the sale proceeds to the limited partners of approximately $630 per Unit will be paid in the second quarter of 2000. Additionally, the Board of Directors of the General Partner has authorized a first quarter cash distribution of $23.75 per Unit to be paid to the Partnership’s limited partners of record as of March 31, 2000 on June 14, 2000, and the Partnership estimates that distributions paid in the third and fourth quarters of 2000 will be approximately $6.72 per Unit per quarter. 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 Partnership’s limited partners within 75 days of the end of the quarter. Cash distributions of $95.00 per Unit were paid to the limited partners in 1999. Additionally, fourth quarter cash distributions of $23.75 per Unit were paid to the limited partners on March 15, 2000.

      The Partnership agreement requires that the General Partner use its best efforts to sell or refinance the Hotels by the end of 2001. As indicated in letters previously distributed to the limited partners, the General Partner had been evaluating the possible sale of one or both of the Hotels. On January 18, 2000, the St. Francis Partnership entered into a definitive agreement to sell the St. Francis for gross proceeds of $243 million. This sale received the approval by the majority vote of the limited partners and was completed on April 26, 2000. After obtaining an independent property appraisal and assessing the market, the General Partner has determined that it is in the best interest of the Partnership and the limited partners not to market the Michigan Avenue until ongoing renovations and capital improvements are completed and the performance of that property reflects those improvements.

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 first quarter of 2000. Affiliates of the General Partner, including Starwood, as manager of the Hotels, received base management fees of $1.3 million in the first quarter of 2000. The Partnership accrued incentive management fees, payable to Starwood, of $1.6 million for the first quarter of 2000 and paid $3.8 million of 1999 incentive management fees as a result of the limited partners receiving their $95.00 per Unit return in 1999. Marketing fees of $0.8 million were paid by the Partnership to the General Partner for the first quarter of 2000. The Partnership incurred approximately $2.1 million for services provided by the General Partner in the first quarter of 2000, which include property and workers’ compensation insurance, systems support, reservations and advertising. Additionally, as a result of the sale of the St. Francis, and in accordance with the Partnership agreement, $55 million of the sale proceeds were used to repay the St. Francis’ portion of the subordinated note due to the General Partner and deferred incentive management fees due to Starwood.

Investor Relations

      The Partnership’s investor relations function is handled by ReSource/ Phoenix® at 2401 Kerner Boulevard, San Rafael, CA 94901-5529. The toll-free number for ReSource/ Phoenix® is 1-800-323-5888.

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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 2000 as sale transfer requests totaling 6,848 have been received for 2000. The General Partner is, however, continuing to accept paperwork for Unit sales for processing in 2001. Through the date of this filing, the General Partner has received requests for the transfer of 394 Units which will be completed in 2001. Sale requests for 359 Units were in conjunction with a tender offer priced at $1,000 per Unit. The remaining 35 Unit sale requests were completed through limited partnership exchanges at a range in price of $973 to $1,000 per Unit.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits.

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(b)  Reports on Form 8-K.

	Westin Hotels Limited Partnership filed the following Current Report on Form 8-K during the first quarter of 2000:

	(i)	Current Report on Form 8-K dated January 18, 2000, reporting under Items 2 and 7 the agreement to sell The Westin St. Francis to BRE/ St. Francis L.L.C. of New York.

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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: May 15, 2000

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EXHIBIT INDEX

Description