Westin Hotels LTD Partnership (YYNIA) 8-K/A Current report (amended)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/ A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 26, 2000

WESTIN HOTELS LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-15097	91-1328985
(Commission File Number)	(IRS Employer Identification No.)

777 Westchester Avenue

White Plains, New York 10604

(Address of principal executive offices, including zip code)

1-800-323-5888

(Registrant’s telephone number, including area code)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a)   Not applicable.

(b)  Pro Forma Financial Information.

The attached unaudited pro forma financial information is intended to give the Limited Partners a view of what the Partnership’s business might have looked like had the St. Francis been sold and the net proceeds distributed to the Limited Partners (i) on March 31, 2000 for purposes of the pro forma condensed consolidated balance sheet items and (ii) on January 1, 1999 for purposes of the pro forma condensed consolidated statements of income.

The information is presented for illustrative purposes only, and therefore, is not necessarily indicative of the operating results and financial position that might have been achieved had the sale occurred as of an earlier date, nor are they necessarily indicative of operating results and financial position that may occur in the future. In particular, the pro forma adjustments are based on and subject to a number of assumptions and uncertainties. The unaudited pro forma financial information should be read in conjunction with the audited historical consolidated financial statements and notes thereto of the Partnership.

	Page
Pro Forma Condensed Consolidated Balance Sheet as of March  31, 2000		2
Pro Forma Condensed Consolidated Statement of Income for the Three Months Ended March 31, 2000		3
Pro Forma Condensed Consolidated Statement of Income for the Year Ended December 31, 1999		4
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements		5

(c)  Exhibits.

(10.1)	Purchase and Sale Agreement dated as of January 18, 2000 by and between The Westin St. Francis Limited Partnership and BRE/ St. Francis L.L.C. Incorporated by reference to Exhibit  10.1 of the registrant’s Current Report on Form 8-K filed on February 2, 2000.
(99.1)	Press Release dated April 27, 2000, issued by Starwood Hotels & Resorts Worldwide, Inc. to announce the completion of the sale of The Westin St. Francis Hotel. Incorporated by reference to Exhibit 99.1 of the registrant’s Current Report on Form  8-K filed on May 11, 2000.

1

WESTIN HOTELS LIMITED PARTNERSHIP

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands, except Units)

(Unaudited)

					St. Francis			Pro Forma
		March 31,			Pro Forma			March 31,
		2000			Adjustments			2000
ASSETS
Cash and cash equivalents		$	22,070		$	239,000	(a)	$	22,070
						(98,169	)(b)
						(32,712	)(c)
						(22,922	)(d)
						(85,197	)(e)
Net receivables			12,608			(10,196	)(a)		2,412
Other current assets			2,610			(1,903	)(a)		707
	Total current assets		37,288			(12,099	)		25,189
Property and equipment, net			71,509			—			71,509
Assets held for sale			176,621			(176,621	)(a)		—
Other assets			8,260			(320	)(a)		7,781
						(159	)(f)
		$	293,678		$	(189,199	)	$	104,479
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Current maturities of long-term obligations		$	2,258		$	(221	)(a)	$	516
						(1,521	)(b)
Accounts payable and accrued expenses			13,253			(7,747	)(a)		5,506
Payable to General Partner and affiliates			—			—			—
Other current liabilities			2,028			(1,535	)(a)		493
	Total current liabilities		17,539			(11,024	)		6,515
Long-term obligations			125,379			(502	)(a)		31,639
						(93,238	)(b)
Long-term obligation to General Partner			41,118			(32,712	)(c)		8,406
Deferred incentive management fees payable to General Partner			30,338			(22,922	)(d)		7,416
	Total liabilities		214,374			(160,398	)		53,976
Minority interests			4,278			600	(a)		4,842
						(34	)(b)
						(2	)(f)
Partners’ capital (deficit):
	General Partner		(2,907	)		594	(a)		(2,349	)
						(34	)(b)
						(2	)(f)
	Limited Partners (135,600 Units issued and outstanding)		77,933			58,771	(a)		48,010
						(3,342	)(b)
						(85,197	)(e)
						(155	)(f)
	Total Partners’ capital		75,026			(29,365	)		45,661
		$	293,678		$	(189,199	)	$	104,479

The accompanying notes are an integral part of this

unaudited pro forma condensed consolidated financial statement.

2

WESTIN HOTELS LIMITED PARTNERSHIP

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

(In thousands, except Unit data)

(Unaudited)

			St. Francis			Pro Forma
	Three Months Ended		Pro Forma			Three Months Ended
	March 31, 2000		Adjustments			March 31, 2000
Operating revenues	$	36,388	$	(30,160	)(g)	$	6,228
Operating expenses		29,184		(21,546	)(g)		7,638
Operating profit (loss)		7,204		(8,614	)		(1,410	)
Other expenses, net		3,088		(2,714	)(h)		374
Income (loss) before minority interests		4,116		(5,900	)		(1,784	)
Minority interests in net income (loss)		60		(74	)(i)		(14	)
Net income (loss)	$	4,056	$	(5,826	)	$	(1,770	)
Net income (loss) per Unit	$	29.91				$	(13.05	)
Units outstanding		135,600					135,600

The accompanying notes are an integral part of this

unaudited pro forma condensed consolidated financial statement.

3

WESTIN HOTELS LIMITED PARTNERSHIP

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

(In thousands, except Unit data)

(Unaudited)

			St. Francis			Pro Forma
	Year Ended		Pro Forma			Year Ended
	December 31, 1999		Adjustments			December 31, 1999
Operating revenues	$	156,297	$	(110,760	)(g)	$	45,537
Operating expenses		127,100		(87,769	)(g)		39,331
Operating profit		29,197		(22,991	)		6,206
Other expenses, net		12,129		(10,375	)(h)		1,754
Income before minority interests		17,068		(12,616	)		4,452
Minority interests in net income		237		(176	)(i)		61
Net income	$	16,831	$	(12,440	)	$	4,391
Net income per Unit	$	124.12				$	32.38
Units outstanding		135,600					135,600

The accompanying notes are an integral part of this

unaudited pro forma condensed consolidated financial statement.

4

WESTIN HOTELS LIMITED PARTNERSHIP

NOTES TO UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)

Note 1.  Basis of Accounting

The unaudited pro forma financial statements give effect to the sale for an aggregate sale price of $243 million in cash. The costs to sell the St. Francis are approximately $4 million. The pro forma condensed consolidated financial information should be read in conjunction with the audited historical consolidated financial statements and the related notes thereto of the Partnership.

Note 2.  Pro Forma Condensed Consolidated Balance Sheet and Pro Forma Condensed Consolidated Statements of Income (in thousands)

The accompanying pro forma adjustments reflect adjustments for the following items:

(a)   To record the sale of the St. Francis reflecting the removal of the net assets, the receipt of the net sale proceeds, and the allocation of the gain to the minority interests, General Partner and Limited Partners as follows:

Sales price		$	243,000
Closing costs			(4,000	)
Net cash proceeds			239,000
Net assets of the St. Francis			(179,035	)
Gain on sale		$	59,965
Allocated as follows:
	Minority interests	$	600
	General Partner		594
	Limited Partners		58,771
		$	59,965

(b)	To reflect the retirement of a mortgage loan in favor of Teachers Retirement System of Texas (“TRST”) of $98,169, including principal, accrued interest and the prepayment penalty, calculated in accordance with Section 1.6 of the Second Amendment to Promissory Note between TRST and the Partnership.
(c)	To reflect the payment of $32,712 of principal and accrued interest under the subordinated loan made by the General Partner to fund the capital improvements of the St.  Francis.
(d)	To reflect payment of $22,922 of deferred incentive management fees related to the St. Francis due to the St. Francis Hotel Corporation, as hotel manager.
(e)	Distribution of remaining cash proceeds of $85,197 to the Limited Partners.
(f)	To reflect the write-off of deferred charges associated with the mortgage loan totaling $159 and related allocation of $2, $2 and $155 to minority interests, General Partner and Limited Partners, respectively.
(g)	To reflect the exclusion of the St. Francis’ operating revenues and operating expenses for the periods presented.
(h)	Interest expense incurred by the St. Francis primarily related to the mortgage loan and the subordinated note payable to the General Partner. Interest expense for the St. Francis has been eliminated for the periods presented as if the debt was paid off at the beginning of each period presented.
(i)	To reflect the exclusion of minority interests in net income associated with the St. Francis.

5

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 hereunto duly authorized.

      Dated: June 26, 2000

WESTIN HOTELS LIMITED PARTNERSHIP

By: WESTIN REALTY CORP.,

Its sole General Partner

By: /s/ Alan M. Schnaid

Alan M. Schnaid

Vice President

6

EXHIBIT INDEX

(10.1)	Purchase and Sale Agreement dated as of January 18, 2000 by and between The Westin St. Francis Limited Partnership and BRE/St.  Francis L.L.C. Incorporated by reference to Exhibit  10.1 of the registrant’s Current Report on Form 8-K filed on February 2, 2000.
(99.1)	Press Release dated April 27, 2000, issued by Starwood Hotels & Resorts Worldwide, Inc. to announce the completion of the sale of The Westin St. Francis Hotel. Incorporated by reference to Exhibit 99.1 of the registrant’s Current Report on Form 8-K filed on May 11, 2000.