Westin Hotels LTD Partnership (YYNIA) Inactive
Filed: 21 May 04, 12:00am
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q/A
| þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| For the Quarterly Period Ended March 31, 2004 | ||
| OR | ||
| o | 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
Delaware
(State or other jurisdiction of incorporation or organization)
91-1328985
(I.R.S. employer identification no.)
1111 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)
There is no public market for Units of limited partnership interests in the Westin Hotels Limited Partnership.
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. Yesþ Noo
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yesþ Noo
Indicate the number of shares (units) outstanding of each of the issuer’s classes of common stock (units), as of the latest practicable date (applicable only to corporate issuers).
135,600 limited partnership units issued and outstanding as of May 15, 2004.
EXPLANATORY NOTE
Westin Hotels Limited Partnership (the “Partnership”) is filing this Amendment on Form 10-Q/A to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 solely for the purpose of including Item 4 of Part II (Submission of Matters to a Vote of Security Holders) as set forth below. In addition, the Partnership is including with this Amendment on Form 10-Q/A certain currently dated certifications.
PART II. OTHER INFORMATION
Item 4.Submission of Matters to a Vote of Security Holders.
On November 4, 2003, Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) and its wholly owned subsidiary, WHLP Acquisition LLC (collectively, the “Offeror”), commenced a consent solicitation (the “Consent Solicitation”) of the limited partners of the Partnership in connection with the Offeror’s tender offer (the “Offer”) to purchase all of the outstanding limited partnership units of the Partnership (“Units”) pursuant to its Offer to Purchase and Solicitation Statement dated November 4, 2003, as amended and supplemented by the Supplement dated January 30, 2004 (the “Solicitation Statement”). As more fully described in the Solicitation Statement, the Offeror sought consents of Unitholders with respect to the following proposals:
| (1) | The proposal to allow the Offeror to submit to the general partner of the Partnership (the “General Partner”), on behalf of the Unitholder as its agent and attorney-in-fact, the amendments (the “Amendments”) to the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of December 31, 1986, as amended (the “Partnership Agreement”) described in (2) below and an accompanying statement of purpose. | |||
| (2) | The proposal to adopt the following Amendments to the Partnership Agreement: | |||
| (a) | An amendment to add the defined term “Qualified Tender Offer,” which is defined as “an offer to purchase all Units for cash in which the offeror publicly discloses that it intends to consummate a Qualified Merger following the completion of such offer if, following the completion of the offer, the offeror owns a majority of the Units,” to Article I of the Partnership Agreement. | |||
| (b) | An amendment to add the defined term “Qualified Merger,” which is defined as a “merger of the Partnership, following a Qualified Tender Offer, with or into a limited partnership or other business entity in accordance with Section 17-211 of the [Delaware Revised Uniform Limited Partnership] Act and the [Partnership] Agreement, where (i) such other entity is the offeror in such Qualified Tender Offer or an affiliate thereof and (ii) the consideration provided for in such merger is the same as the consideration offered in such Qualified Tender Offer” to Article I of the Partnership Agreement. | |||
| (c) | An amendment to render the transfer restrictions contained in Section 11.01(a) of the Partnership Agreement inapplicable to transfers in connection with Qualified Tender Offers and Qualified Mergers, including the Offer and the Offeror’s proposed merger between Starwood or one of its subsidiaries and the Partnership (the “Merger”). | |||
| (d) | An amendment to prevent the General Partner from suspending the transfer of Units in connection with Qualified Tender Offers or Qualified Mergers, including the Offer and the Merger, including the discretion that Section 11.01(b) of the Partnership Agreement gives the General Partner to suspend transfers of Units if any transfer, when added to all other transfers made within the preceding twelve months, would result in the transfer of 40% or more of the interests in the Partnership. | |||
| (e) | An amendment to prevent the General Partner from imposing any transfer restrictions not set forth in the Partnership Agreement on transfers of Units made in connection with any Qualified Tender Offer or Qualified Merger. | |||
| (f) | Amendments to require that (i) transfers of Units in connection with Qualified Tender Offers and Qualified Mergers be recognized immediately rather than on the last business day of a calendar quarter, and (ii) the transferee in such transactions be deemed a Substituted Limited Partner (as defined in the Partnership Agreement) immediately. These amendments would also effect technical changes to the Partnership Agreement to facilitate the transfer of Units in a Qualified Tender Offer or Qualified Merger, including the Offer and the Merger. | |||
| (g) | An amendment to permit the Merger and any other Qualified Merger to be effected upon the consent of Limited Partners who collectively hold more than 50% of the Units, without the consent of the General Partner. | |||
(3) The proposal to approve the Merger between Starwood or one of its subsidiaries and the Partnership, and the related merger agreement (the “Merger Agreement”), following the adoption of the Amendments described in Section (2) above and the Merger Agreement.
Purchaser’s consent solicitation expired at 5:00 p.m., Eastern time, on March 31, 2004.
On May 19, 2004, Starwood provided to counsel for the General Partner the information set forth below regarding the results of the Consent Solicitation. In addition, Starwood advised the counsel for the General Partner that due to the manner in which the results were provided to Starwood by the depositary for the Consent Solicitation, Starwood is unable to provide the number of votes withheld or the number of broker non-votes, if any, as to each proposal.
According to Starwood, the depositary notified Starwood that as of 5:00 p.m., Eastern time, on March 31, 2004, the results of the Consent Solicitation were as follows:
| PROPOSAL | YES | NO | ABSTAIN | |||
| (1) | 19,844 | 85 | 193 | |||
| (2)(a) | 19,732 | 85 | 305 | |||
| (2)(b) | 19,722 | 85 | 315 | |||
| (2)(c) | 19,717 | 85 | 320 | |||
| (2)(d) | 19,709 | 90 | 323 | |||
| (2)(e) | 19,722 | 85 | 315 | |||
| (2)(f) | 19,737 | 85 | 300 | |||
| (2)(g) | 19,727 | 85 | 310 | |||
| (3) | 19,637 | 85 | 400 |
Starwood also advised the General Partner that to be successful, the Consent Solicitation required the valid written consent of limited partners of the Partnership who collectively held more than 50% of the Units to each of the proposals, and that the requisite approval was not obtained with respect to any of the proposals.
Item 6.Exhibits and Reports on Form 8-K.
(a) Exhibits.
| 31. | Rule 13a-14(a) Certifications |
| 31.1 | Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 – Principal Executive Officer | |||
| 31.2 | Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 – Principal Accounting Officer | |||
| 32. | Section 1350 Certifications |
| 32.1 | Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code – Principal Executive Officer(1) | |||
| 32.2 | Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code – Principal Accounting Officer(1) | |||
(b) Reports on Form 8-K
No reports on form 8-K were filed during the first quarter of 2004.
| (1) | Incorporated by reference to Exhibits 32.1 and 32.2, respectively, to the Partnership’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004. |
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/ THEODORE W. DARNALL | |||
| Theodore W. Darnall | ||||
| President, Principal Executive Officer | ||||
| By: | /s/ ALAN M. SCHNAID | |||
| Alan M. Schnaid | ||||
| Vice President, Principal Accounting Officer | ||||
Date: May 21, 2004