Westin Hotels LTD Partnership (YYNIA) 10-Q 2001 Q2 Quarterly report

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, 2001

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

(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  o

      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
	CONSOLIDATED BALANCE SHEETS
	CONSOLIDATED STATEMENTS OF OPERATIONS
	CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL (DEFICIT)
	CONSOLIDATED STATEMENTS OF CASH FLOWS
	WESTIN HOTELS LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
PART II. OTHER INFORMATION
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
Item  1.	Consolidated Financial Statements:
	Consolidated Balance Sheets		2
	Consolidated Statements of Operations		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		11

PART I.  FINANCIAL INFORMATION

WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(In thousands, except Unit data)

				June 30,			December 31,
				2001			2000
				(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents, including restricted cash of $6,495 and $4,009			$	28,276		$	29,996
	Accounts receivable, net of allowance for doubtful accounts of $77 and $128				3,804			3,264
	Inventories				312			316
	Prepaid expenses and other current assets				230			293
		Total current assets			32,622			33,869
Property and equipment, at cost:
	Buildings and improvements				54,538			54,538
	Furniture, fixtures and equipment				59,614			58,528
	Expendable supplies				555			555
					114,707			113,621
	Less accumulated depreciation				53,954			49,910
					60,753			63,711
	Land				8,835			8,835
Land, property and equipment, net					69,588			72,546
Other assets, including restricted cash of $4,175 and $2,339					4,665			2,857
				$	106,875		$	109,272
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Current liabilities:
	Accounts payable —
		Trade and other		$	409		$	333
		General Partner and affiliates			507			2,664
			Total accounts payable		916			2,997
	Current maturities of long-term obligations				571			549
	Accrued expenses				6,757			6,525
	Other current liabilities				508			386
			Total current liabilities		8,752			10,457
Long-term obligations					30,932			31,224
Long-term obligation to General Partner					9,504			9,098
Deferred incentive management fees payable to General Partner					9,069			7,447
			Total liabilities		58,257			58,226
Minority interests					4,424			4,409
Commitments and contingencies
Partners’ capital (deficit):
	General Partner				(288	)		(131	)
	Limited Partners (135,600 Units issued and outstanding)				44,482			46,768
			Total Partners’ capital		44,194			46,637
				$	106,875		$	109,272

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

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WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except Unit and per Unit data)

(Unaudited)

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2001			2000			2001			2000
Operating revenues:
	Rooms	$	9,150		$	15,741		$	14,724		$	38,059
	Food and beverage		2,686			5,208			3,822			15,812
	Other operating departments		1,293			1,981			2,233			5,447
Total operating revenues			13,129			22,930			20,779			59,318
Operating expenses:
	Rooms		2,009			3,595			3,674			10,213
	Food and beverage		1,968			4,031			3,198			12,427
	Other operating departments		199			557			358			1,735
	Administrative and general		903			1,787			1,748			4,100
	Related party management fees		1,137			1,251			2,024			4,149
	Advertising and business promotion		748			1,442			1,413			3,471
	Property maintenance and energy		649			1,152			1,380			3,278
	Local taxes and insurance		1,143			1,439			2,270			3,761
	Rent		106			102			164			232
	Depreciation		2,022			1,174			4,044			2,348
Total operating expenses			10,884			16,530			20,273			45,714
Operating profit			2,245			6,400			506			13,604
Other income (expense):
	Interest expense, net of interest income of $238, $598, $574 and $1,073		(593	)		(988	)		(1,112	)		(4,076	)
	Gain on sale of the St. Francis		—			51,269			—			51,269
Net other income (expense)			(593	)		50,281			(1,112	)		47,193
Income (loss) before minority interests			1,652			56,681			(606	)		60,797
Minority interests in net income (loss)			(27	)		(66	)		(15	)		(126	)
Net income (loss)		$	1,625		$	56,615		$	(621	)	$	60,671
Net income (loss) per Unit (135,600 Units issued and outstanding)		$	11.98		$	417.52		$	(4.58	)	$	447.43

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)

(In thousands)

(Unaudited)

		General			Limited
		Partner			Partners			Total
Balance at December 31, 2000		$	(131	)	$	46,768		$	46,637
	Cash distributions to Limited Partners		—			(1,822	)		(1,822	)
	Net loss		(157	)		(464	)		(621	)
Balance at June 30, 2001		$	(288	)	$	44,482		$	44,194

The accompanying notes are an integral part of this consolidated financial statement.

4

WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

			Six Months Ended
			June 30,
			2001			2000
Operating Activities
Net income (loss)			$	(621	)	$	60,671
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Gain on sale of the St. Francis			—			(51,269	)
	Depreciation			4,044			2,348
	Amortization of deferred loan fees			4			27
	Interest expense on long-term obligation to General Partner			406			1,372
	Minority interests in net income (loss)			15			126
Increase (decrease) in cash resulting from changes in:
	Accounts receivable			(540	)		(4,806	)
	Inventories			4			90
	Prepaid expenses and other current assets			63			107
	Trade and other accounts payable			76			(64	)
	Accounts payable — General Partner and affiliates			(2,157	)		(1,649	)
	Accrued expenses and other current liabilities			354			1,274
	Deferred incentive management fees payable to General Partner			1,622			(22,112	)
		Net cash provided by (used in) operating activities		3,270			(13,885	)
Investing Activities
Additions to property and equipment				(1,086	)		(17,318	)
Net proceeds from sale of the St. Francis				—			232,981
Decrease (increase) in restricted cash				(1,836	)		3,642
Decrease (increase) in other assets				24			(214	)
		Net cash provided by (used in) investing activities		(2,898	)		219,091
Financing Activities
Cash distributions				(1,822	)		(91,869	)
Repayment of long-term obligations				(270	)		(133,274	)
		Net cash used in financing activities		(2,092	)		(225,143	)
Net decrease in cash and cash equivalents				(1,720	)		(19,937	)
Cash and cash equivalents at beginning of period				29,996			39,625
Cash and cash equivalents at end of period			$	28,276		$	19,688
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest			$	1,277		$	17,410

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

5

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 (the “St. Francis Partnership”) and The Westin Chicago Limited Partnership (the “Chicago Partnership”). The St. Francis Partnership owned and operated The Westin St. Francis in downtown San Francisco, California (the “St. Francis”) through April 26, 2000, and the Chicago Partnership owns and operates The Westin Michigan Avenue, Chicago (formerly The Westin Hotel, Chicago) in downtown Chicago, Illinois (the “Michigan Avenue”) (individually a “Hotel,” collectively the “Hotels”). All significant intercompany transactions and accounts have been eliminated.

      The consolidated financial statements and related information for the periods ended June 30, 2001 and June 30, 2000 are unaudited. In the opinion of the general partner of the Partnership (“General Partner”), 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 June 30, 2001 and June 30, 2000 should not be regarded as indicative of the results that may be expected for the full fiscal year ending December 31, 2001.

Note 2.  The St. Francis Sale

      On April 26, 2000, upon obtaining consent of a majority of the limited partners, the sale of the St. Francis was completed for gross proceeds of $243 million, resulting in a gain of $52.6 million after transaction costs. In accordance with the Partnership’s Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), $159 million of the proceeds were used to repay the St. Francis’ portion of the mortgage loans, which was secured by the St. Francis; 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. The remaining proceeds of $84 million and additional Partnership cash of approximately $1.5 million were distributed to the limited partners.

      The following unaudited pro forma results reflect the sale of the St. Francis as if it had been sold at the beginning of the period presented and do not purport to present what actual results would have been had the sale, in fact, occurred on January 1, 2000 (in thousands, except per Unit amounts):

	Three Months		Six Months
	Ended		Ended
	June 30, 2000		June 30, 2000
Operating revenues	$	14,612	$	20,840
Operating profit		4,624		3,214
Net income		4,298		2,528
Net income per Unit		31.69		18.64

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, 2000 for information regarding significant accounting policies, Partnership organization, the sale of the St. Francis, accrued expenses, long-term obligations, the employee benefit plan, operating leases, commitments and contingencies and related party transactions. The consolidated financial statements should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere herein.

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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. Such forward-looking statements may 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. All such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements, including, without limitation, the availability of capital for renovations; competition within the lodging industry; the seasonality 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 statements to reflect current or future events or circumstances.

General

      The Michigan Avenue’s primary market focus is on business travelers, conventions and other groups. The Hotel’s business activities generally follow national economic trends. The level of tourist business is influenced by the general global economic environment and political climate and, to a lesser extent, by the strength of the U.S. dollar in relation to foreign currencies. The Michigan Avenue continues to 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. 909 North Michigan Avenue Corporation and St. Francis Hotel Corporation are the respective general partners of the subsidiary limited partnerships, the Chicago Partnership and the St. Francis Partnership, which directly own and operate (or in the case of the St. Francis Hotel Corporation, owned and operated) each Hotel. Since January 2, 1998, the General Partner has been a subsidiary of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”).

      The Partnership Agreement requires that the General Partner use its best efforts to sell or refinance the Hotels by the end of 2001. On April 26, 2000, upon obtaining consent of a majority of the limited partners, the sale of the St. Francis was completed for gross proceeds of $243 million, resulting in a gain of $52.6 million after transaction costs. In accordance with the Partnership Agreement, $159 million of the proceeds were used to repay the St. Francis’ portion of the mortgage loans, which was secured by the St. Francis; 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. The remaining proceeds of $84 million and additional Partnership cash of approximately $1.5 million were distributed to the limited partners. In February 2001, the Partnership retained Jones Lang LaSalle Hotels to market the Michigan Avenue for sale. In April 2001, formal marketing materials were completed and distributed to potential buyers. The ultimate sale of the property is subject to the consent of the majority of the limited partners of the Partnership.

7

Results of Operations

      Due to the sale of the St. Francis on April 26, 2000, the results of operations and key statistics presented and discussed below are for the Michigan Avenue only and do not include the costs related to Partnership administration.

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2001			2000			2001			2000
REVPAR (revenue per available room)		$	133.89		$	155.66		$	108.32		$	107.54
Operating profit as a percentage of revenues:
	Rooms		78.1	%		79.4	%		75.1	%		75.0	%
	Food and beverage		26.7	%		22.1	%		16.3	%		12.6	%
EBITDA (in thousands)(1)		$	4,426		$	5,928		$	4,704		$	5,914

(1) EBITDA represents net earnings before interest expense, income tax expense, depreciation and amortization. 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 June 30, 2001 Compared with Three Months Ended June 30, 2000. The Michigan Avenue had net income of $1.8 million for the three months ended June 30, 2001, a 57.0% or $2.3 million decrease in net income from the same period of 2000. EBITDA for the three months ended June 30, 2001 of $4.4 million represents a $1.5 million decrease from the same period of 2000.

      The Michigan Avenue’s rooms revenues for the three months ended June 30, 2001 were $9.2 million, which represents a 14.0% or $1.4 million decrease from the same period of 2000. REVPAR for the three months ended June 30, 2001 was $133.89, a 14.0% decrease from the same period of 2000. This REVPAR decrease was due to decreases in occupancy and average daily room rates due to the overall economic downturn, which reduced attendance at Chicago conventions and the general volume of transient business travel experienced by the Chicago hospitality industry. The Michigan Avenue reported a decrease in average daily room rate of 2% to $177.35, and its occupancy rate also decreased 10.47 percentage points to 75.5% due to the lower group booking rates as corporate customers cancelled meetings to reduce short-term costs. The Michigan Avenue’s rooms department profit margin for the three months ended June 30, 2001 decreased 1.3 percentage points to 78.1% from the same period of 2000 due to the previously noted decreases in occupancy and average daily room rates.

      The Michigan Avenue’s food and beverage revenues of $2.7 million for the three months ended June 30, 2001 were consistent with the food and beverage revenues from the same period of 2000. Catering and other food and beverage revenues increased, but were offset by the transfer of the Grill on the Alley’s restaurant operations to a third party in June 2000 under an operating lease. As a result of this lease, the Hotel reports restaurant lease revenues in other operating department revenues. The Michigan Avenue’s food and beverage department profit margin for the three months ended June 30, 2001 increased 4.6 percentage points to 26.7% over the same period of 2000, as the food and beverage operations of 2001 (primarily banquet and room service) have higher profit margins than the restaurant operations transferred to a third party.

      Other operating departments had revenues of $1.3 million for the three months ended June 30, 2001, a $100,000 increase over the same period of 2000, primarily resulting from additional lease revenue discussed above.

      The Michigan Avenue’s operating expenses for the three months ended June 30, 2001 increased 8.8% to $10.7 million. The most significant operating expense increases were in depreciation expense resulting from the renovations completed during 2000 and an increase in management fees. Management fees for the three months ended June 30, 2001 increased $615,000 over the same period of 2000 to $1.1 million due to improved

8

Partnership Net Operating Cash Flow, as defined in the Partnership Agreement, primarily resulting from lower capital expenditures in 2001.

     Six Months Ended June 30, 2001 Compared with Six Months Ended June 30, 2000. The Michigan Avenue had a net loss of $430,000 for the six months ended June 30, 2001, a $2.7 million decrease from net income over the same period of 2000. EBITDA for the six months ended June 30, 2001 of $4.7 million represents a $1.2 million decrease from the same period of 2000.

      The Michigan Avenue’s rooms revenues for the six months ended June 30, 2001 were $14.7 million, which was flat when compared to the rooms revenues from the same period of 2000. REVPAR for the six months ended June 30, 2001 reached $108.32 compared to $107.54 in the same period of 2000. This REVPAR increase was due to the slight increases in occupancy and average daily room rates due to the lower rates experienced in 2000 as significant room renovations contributed to lower occupancy levels and average daily room rates charged while the hotel was under construction. The Michigan Avenue reported an average daily room rate of $168.32 and occupancy of 64.4% in the six months ended June 30, 2001. The Michigan Avenue’s rooms department profit margin for the six months ended June 30, 2001 was 75.1% as compared with 75.0% in the same period of 2000.

      The Michigan Avenue’s food and beverage revenues of $3.8 million for the six months ended June 30, 2001 represent a $0.3 million or 8% decrease compared to the same period of 2000. This decrease is due primarily to the transfer of the Grill on the Alley’s restaurant operations to a third party in June 2000 under an operating lease. As a result of this lease, the Hotel reports restaurant lease revenues in other operating department revenues. The Michigan Avenue’s food and beverage department profit margin for the six months ended June 30, 2001 increased 3.7 percentage points to 16.3% over the same period of 2000, as the 2001 food and beverage operations (primarily banquet and room service) have higher profit margins than the restaurant operations transferred to a third party.

      Other operating departments had revenues of $2.2 for the six months ended June 30, 2001, a $200,000 increase over the same period of 2000, primarily resulting from additional lease revenue discussed above.

      The Michigan Avenue’s operating expenses for the six months ended June 30, 2001 increased 16.5% to $20.1 million. The most significant operating expense increases were in management fees and depreciation expense due to greater depreciation resulting from the renovations completed during 2000. Management fees for the six months ended June 30, 2001 increased $1.2 million over the same period of 2000 to $2.0 million due to improved Partnership Net Operating Cash Flow, as defined in the Partnership Agreement, primarily resulting from lower capital expenditures in 2001.

Liquidity and Capital Resources

      As of June 30, 2001, the Partnership had cash and cash equivalents of $28.3 million, a $1.7 million decrease from December 31, 2000. The decrease in cash during the six months ended June 30, 2001 was due, in part, to the $1.8 million increase in restricted cash to fund future renovations. Total net cash provided by operating activities for the six months ended June 30, 2001 was $3.3 million, which includes a $1.9 million payment of the deferred incentive management fees to the General Partner, offset by $1.6 million of additional deferred incentive management fees.

      Pursuant to the mortgage loan restructuring agreement (the “Restructuring Agreement”), the Partnership is required to make quarterly deposits to Furniture, Fixtures and Equipment (“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 Michigan Avenue’s FF&E Reserve Account balance of $4.2 million is included in other assets in the accompanying consolidated balance sheet as of June 30, 2001.

      The Restructuring Agreement also requires that the Hotel make deposits into a tax escrow account for payment of real and personal property taxes. The balance of this tax escrow account is included in cash and cash equivalents in the accompanying consolidated balance sheets.

      The Michigan Avenue spent $0.9 million on capital expenditures during the three months ended June 30, 2001 ($1.1 million in the six months ended June 30, 2001) primarily related to the renovation of guest rooms

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and other overall Hotel renovations and upgrades. All capital projects have been approved by the mortgage loan lender, as required by the Restructuring Agreement.

      Principal and interest payments of $1.5 million were made during the six months ended June 30, 2001. Scheduled principal and interest payments for the remainder of 2001 total $1.5 million.

      At this time, the Partnership anticipates that cash on hand and cash flow from operations will provide adequate funding for 2001 capital expenditures and principal and interest payments on the mortgage loan. Cash distributions of $6.72 per Unit were paid on March 15, 2001 and June 14, 2001. In addition, barring any unforeseen adverse occurrence, the General Partner anticipates that the Partnership will be in a position to continue regular distributions to the limited partners at a quarterly level of $6.72 per Unit for the remainder of 2001. 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 Hotel 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.

      The Partnership Agreement requires that the General Partner use its best efforts to sell or refinance the Hotels by the end of 2001. On April 26, 2000, after obtaining the approval of a majority of the limited partners, the General Partner sold the St. Francis to a third party. In February 2001, the Partnership retained Jones Lang LaSalle Hotels to market the Michigan Avenue for sale. In April 2001, formal marketing materials were completed and distributed to potential buyers. The ultimate sale of the property is subject to the consent of the majority of the limited partners of the Partnership.

PART II.  OTHER INFORMATION

Item 5.  Other Information.

Affiliate Transactions

      The Partnership reimbursed the General Partner for general and administrative expenses of the Partnership totaling approximately $400,000 during the second quarter of 2001. Affiliates of the General Partner, including Starwood, as manager of the Hotels (“Hotel Manager”), received base management fees of $0.4 million in the second quarter of 2001. The Partnership accrued incentive management fees, payable to the Hotel Manager, of $0.7 million for the second quarter of 2001. Marketing fees of $0.2 million were paid by the Partnership to the Hotel Manager for the second quarter of 2001. The Partnership incurred approximately $0.4 million for services provided by the Hotel Manager in the second quarter of 2001, which include property and workers’ compensation insurance, systems support and reservations.

Investor Relations

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

Unit Sales

      Through the date of this filing, the General Partner has processed requests for the transfer of 5,766 Units. Sale requests processed through the date of this filing for 4,746 Units were in conjunction with tender offers at a range in price of $200 to $1,065 per Unit. The remaining 1,020 Unit sale requests were completed through limited partnership exchanges at a range in price of $300 to $1,038 per Unit. The per Unit sales prices are the actual contracted price agreed upon by the respective limited partner and new purchaser. This price does not reflect any reductions in the sales price due to distributions made to the limited partner, as specified by some of the mini-tender offers. Relying on the protection of the 5% safe harbor pursuant to Section 7704 of the Internal Revenue Code, the General Partner will suspend Unit sales once 6,848 transfer requests are completed. The General Partner, however, will continue to accept paperwork for Unit sales for processing in 2002.

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

(a)  Exhibits.

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	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)
	10.3	First Amendments to Amended and Restated Management Agreements of The Westin St. Francis Limited Partnership and of The Westin Chicago Limited Partnership.(3)
	10.4	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)
	10.5	Promissory Note of St. Francis Hotel Corporation dated August 21, 1986 to Teacher Retirement System of Texas.(1)
	10.6	First Amendment to Promissory Note of St. Francis Hotel Corporation dated as of June 2, 1994.(3)
	10.7	Deed of Trust, Financing Statement, Security Agreement and Fixture filing dated August 21, 1986 respecting The Westin St. Francis.(1)
	10.8	First Amendment to Deed of Trust, Financing Statement, Security Agreement and Fixture Filing dated as of June 2, 1994.(3)
	10.9	Promissory Note of 909 North Michigan Avenue Corporation dated August 21, 1986 to Teacher Retirement System of Texas.(1)
	10.10	First Amendment to Promissory Note of 909 North Michigan Avenue Corporation dated as of June 2, 1994.(3)
	10.11	Mortgage and Security Agreement dated August 21, 1986 for The Westin Hotel, Chicago.(1)
	10.12	First Amendment to Mortgage and Security Agreement dated as of June 2, 1994.(3)
	10.13	St. Francis FF&E Escrow Agreement dated as of June 2, 1994.(3)
	10.14	Chicago FF&E Escrow Agreement dated as of June 2, 1994.(3)
	10.15	Promissory Note dated June 2, 1994 in favor of Westin Realty Corp. by Westin Hotels Limited Partnership.(3)
	10.16	Loan Agreement dated as of June 2, 1994 between Westin Hotels Limited Partnership and Westin Realty Corp.(3)

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10.17	Second Amendment to Amended and Restated Management Agreement of The Westin St. Francis Limited Partnership.(4)
10.18	Second Amendment to Amended and Restated Management Agreement of The Westin Chicago Limited Partnership.(4)
10.19	Purchase and Sale Agreement, dated January 18, 2000, between The Westin St. Francis Limited Partnership and BRE/ St. Francis L.L.C.(5)

(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 Exhibits 10.1 and 10.2, respectively, to the Partnership’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999.
(5)	Incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed as of February 3, 2000.

(b)  Reports on Form 8-K.

      No reports on Form 8-K were filed during the second quarter of 2001.

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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:  August 6, 2001

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