Westin Hotels LTD Partnership (YYNIA) 10-Q 2005 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2005
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.)

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.     Yes þ          No o

      Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes o          No þ

      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes þ          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 (applicable only to corporate issuers):

135,600 limited partnership Units issued and outstanding as of November 10, 2005.

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 Condensed 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		8
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		10
Item 4.	Controls and Procedures		10
PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings		11
Item 5.	Other Information		12
Item 6.	Exhibits		12
EX-31.1
EX-31.2
EX-32.1
EX-32.2

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PART I.     FINANCIAL INFORMATION

WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(In thousands, except Unit data)

				September 30,			December 31,
				2005			2004
				(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents, including restricted cash of $0 and $2,666			$	14,415		$	37,795
	Accounts receivable, net of allowance for doubtful accounts of $24 and $23				44			2,773
	Inventories				—			221
	Prepaid expenses and other current assets				—			934
			Total current assets		14,459			41,723
Property and equipment, at cost:
	Buildings and improvements				—			56,559
	Furniture, fixtures and equipment				—			65,103
					—			121,662
	Less accumulated depreciation				—			80,655
					—			41,007
	Land				—			8,835
Land, property and equipment, net					—			49,842
Other assets, including restricted cash of $0 and $3,916					—			4,198
				$	14,459		$	95,763
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Current liabilities:
	Accounts payable:
		Trade and other		$	—		$	662
		General Partner and affiliates			—			3,253
			Total accounts payable		—			3,915
	Current maturities of long-term obligations				—			1,584
	Accrued expenses				4,086			5,747
	Other current liabilities				—			417
			Total current liabilities		4,086			11,663
Long-term obligations					—			16,163
Long-term obligation to General Partner					—			11,555
Deferred incentive management fees payable to General Partner					—			12,791
			Total liabilities		4,086			52,172
Minority interests					5,402			4,681
Commitments and contingencies
Partners’ capital (deficit):
	General Partner				(422	)		(1,168	)
	Limited Partners (135,600 Units issued and outstanding)				5,393			40,078
		Total Partners’ capital			4,971			38,910
				$	14,459		$	95,763

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						Nine Months Ended
			September 30,						September 30,
			2005			2004			2005			2004
Operating revenues:
	Rooms		$	—		$	9,360		$	1,122		$	23,613
	Food and beverage			—			2,747			200			7,297
	Other operating departments			—			1,001			334			2,888
Total operating revenues				—			13,108			1,656			33,798
Operating expenses:
	Rooms			—			2,108			573			5,840
	Food and beverage			—			1,892			401			5,389
	Other operating departments			—			170			41			491
	Administrative and general			3,978			1,029			6,757			2,964
	Related party management fees			—			1,003			270			2,809
	Advertising and business promotion			—			773			137			2,123
	Property maintenance and energy			—			790			216			2,239
	Local taxes, insurance and rent			—			840			271			3,020
	Depreciation			—			1,598			—			4,796
Total operating expenses				3,978			10,203			8,666			29,671
Operating profit (loss)				(3,978	)		2,905			(7,010	)		4,127
Other income (expense):
		Interest income (expense), net of interest income of $124, $108, $565 and $273		124			(421	)		514			(1,313	)
Gain on sale of the Michigan Avenue				28			—			81,758			—
Income (loss) before minority interests				(3,826	)		2,484			75,262			2,814
Minority interests in net (income) loss				78			(36	)		(721	)		(63	)
Net income (loss)			$	(3,748	)	$	2,448		$	74,541		$	2,751
Net income (loss) per Unit (135,600 Units issued and outstanding)			$	(27.64	)	$	18.06		$	549.71		$	20.29

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, 2004		$	(1,168	)	$	40,078		$	38,910
	Cash distributions to Limited Partners		—			(108,480	)		(108,480	)
	Net income		746			73,795			74,541
Balance at September 30, 2005		$	(422	)	$	5,393		$	4,971

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

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WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

			Nine Months Ended
			September 30,
			2005			2004
Operating Activities
Net income			$	74,541		$	2,751
Gain on sale of the Michigan Avenue				(81,758	)		—
Other adjustments to net income				1,183			5,298
Changes in working capital:
	Accounts receivable			1,731			(1,844	)
	Inventories			15			—
	Prepaid expenses and other current assets			175			(344	)
	Trade and other accounts payable			(545	)		115
	Deferred incentive management fees to General Partner and affiliates			(12,614	)		2,007
	Accrued expenses and other current liabilities			(194	)		1,548
		Net cash provided by (used in) operating activities		(17,466	)		9,531
Investing Activities
Additions to property and equipment				(545	)		(627	)
Proceeds from the sale of the Michigan Avenue, net				128,452			—
Decrease (increase) in restricted cash				3,908			(1,623	)
Decrease in other assets				2			70
	Net cash provided by (used in) investing activities			131,817			(2,180	)
Financing Activities
Cash distributions				(108,480	)		(2,734	)
Repayment of long-term obligations				(29,251	)		(1,134	)
	Net cash used in financing activities			(137,731	)		(3,868	)
Net increase (decrease) in cash and cash equivalents				(23,380	)		3,483
Cash and cash equivalents — beginning of period				37,795			33,358
Cash and cash equivalents — end of period			$	14,415		$	36,841
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest			$	6,606		$	1,186

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

(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 partnership, The Westin Chicago Limited Partnership (the “Chicago Partnership”). Until January 26, 2005, the Chicago Partnership owned and operated The Westin Michigan Avenue, Chicago (formerly The Westin Hotel, Chicago) in downtown Chicago, Illinois (the “Michigan Avenue” or the “Hotel”). All significant intercompany transactions and accounts have been eliminated. Since the Hotel, which was the Partnership’s only operating asset, was sold on January 26, 2005, the operations were not presented as discontinued operations.

      The consolidated financial statements and related information for the periods ended September 30, 2005 and 2004 are unaudited. In the opinion of Westin Realty Corp., the general partner of the Partnership (“General Partner” or “Westin Realty”), all adjustments necessary for a fair presentation of the results of these interim periods have been included.

Note 2. Significant Accounting Policies

     Recently Issued Accounting Standards. There were various accounting standards and interpretations issued during 2004 and 2005, none of which are expected to have a material impact on the Partnership’s consolidated financial position, operations or cash flows.

Note 3. Sale of the Michigan Avenue

      In accordance with the Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”), on January 26, 2005, upon receiving consent of a majority of the limited partners and the satisfaction of certain other closing conditions, the sale of the Michigan Avenue to JER Partners Acquisitions III, LLC (“JER Acquisitions”) was completed. The sale proceeds of $137 million were utilized to repay the mortgage loan, the subordinated note due to the General Partner, deferred incentive management fees related to the Michigan Avenue, and costs and expenses related to the sale. These payments and a capital expenditure credit totaled approximately $50 million. Approximately $87 million of proceeds remaining from the sale of the Michigan Avenue plus approximately $21 million in Partnership cash on hand, or $800 per unit, was distributed to the limited partners in February 2005. The remaining cash of the Partnership is being retained in order to satisfy the Partnership’s and the Chicago Partnership’s other liabilities, including contingent liabilities and expenses.

Note 4. Commitments and Contingencies

     Litigation. On October 14, 2004, the General Partner filed a demand for arbitration with the American Arbitration Association of Seattle, Washington (the “AAA”) (the method and location for resolving disputes provided for in the Partnership Agreement) seeking that the AAA resolve all disputes and claims regarding the propriety of Kalmia Investors LLC’s (“Kalmia”) request to inspect and copy confidential information of the Partnership and various third parties, the adequacy and sufficiency of the General Partner’s response thereto, and the General Partner’s compliance with its obligations related to Kalmia’s request and that response. In addition, the General Partner has sought that the AAA resolve all disputes, controversies and claims relating to the performance by the General Partner of its duties to Kalmia with respect to: (a) the marketing for sale, refinancing or sale of the Michigan Avenue and the Westin St. Francis Hotel and (b) the operation and management of the Michigan Avenue and the Westin St. Francis Hotel. On October 29, 2004, Westin Realty, joined by the Partnership, filed a Supplemental Demand for Arbitration. On February 9, 2005, the General Partner and the Partnership (collectively, “Claimants”) served an Amended Statement of Claims.

      On February 18, 2005, Kalmia served its Answer and Affirmative Defenses to the Amended Statement of Claims and on December 10, 2004, Kalmia submitted certain counterclaims under protest to the arbitration,

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including claims of breach of fiduciary duty, breach of contract, fraud, negligent misrepresentation and conversion. On February 9, 2005, Kalmia served its Amended Counterclaims and Claims against Third-Party Respondents Starwood Hotels & Resorts Worldwide, Inc., 909 North Michigan Avenue Corporation, the general partner of the Chicago Partnership, the Chicago Partnership, the Partnership, The Westin St. Francis Limited Partnership, and The St. Francis Hotel Corporation. Kalmia asserts claims for: (1) breach of fiduciary duty, (2) breach of contract, (3) fraud, misrepresentation, and fraudulent concealment, (4) negligent misrepresentation, and (5) conversion. On February 18, 2005, the General Partner, the Partnership and Third-Party Respondents served an Answer and Affirmative Defenses to Kalmia’s Counterclaims and Claims against Third-Party Respondents. The General Partner and the Partnership deny Kalmia’s allegations of breach of contractual or other duties and have vigorously defended themselves in the arbitration. Pursuant to the Partnership Agreement and upon the advice of counsel, the expenses incurred in connection with the arbitration are being paid out of the assets of the Partnership, provided that certain indemnitees of the Partnership have agreed to reimburse the Partnership in connection with any claim against such indemnitee in the event that it is ultimately determined that such indemnitee is not entitled to be indemnified by the Partnership.

      On September 19-30, 2005, a final hearing was held in the Kalmia arbitration before a panel of three arbitrators in the AAA offices in Seattle, Washington. The parties will be submitting post-hearing briefs, and the panel of arbitrators has scheduled final argument for January 10, 2006. The panel will likely issue its decision in late January or sometime in February 2006.

      Kalmia is seeking a total award of $64,369,900. The Partnership and the General Partner are seeking an award for their attorneys’ fees.

      On or about May 19, 2005, Ralph Silver and Warren Heller, two limited partners of the Partnership, filed a demand for arbitration on their own behalf, and on behalf of a putative class consisting of all the limited partners of the Partnership, against the Partnership, the General Partner, Starwood Hotels & Resorts Worldwide, Inc., The Westin St. Francis Limited Partnership, and The St. Francis Hotel Corporation. The demand is general with respect to the allegations asserted against those parties, but generally alleges breach of fiduciary and contractual duties through the inflation of expenses charged to the hotels owned by the Partnership and managed by Starwood and other improper conduct. The arbitration is in its very early stages with a panel of arbitrators having just recently been selected. The preliminary hearing with the panel occurred on October 11, 2005, and scheduling matters were discussed at that time.

      On October 28, 2005, Ralph Silver and Warren Heller (together “Claimants”) filed their Statement of Claims asserting claims for (1) breach of fiduciary duties, (2) breach of the Partnership Agreement or inducing such breach, (3) breach of the Westin Chicago Limited Partnership Agreement or inducing such breach, (4) breach of the Westin St. Francis Limited Partnership Agreement or inducing such breach, (5) breach of the hotel management agreements or inducing such breaches and (6) an accounting. On November 4, 2005, the General Partner, Starwood Hotels & Resorts Worldwide, Inc., 909 North Michigan Avenue Corporation and The St. Francis Hotel Corporation (together, the “Respondents”) and The Partnership, the Chicago Partnership and the St. Francis Limited Partnership (together, the “Nominal Respondents”) served an Answer and Affirmative Defenses to Claimants’ Statement of Claims. The Respondents and Nominal Respondents deny the allegations and intend to vigorously defend themselves in that proceeding. An estimate of the possible loss or range of loss, if any, cannot reasonably be made at this time.

Note 5. 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, 2004 for information regarding significant accounting policies, Partnership organization, 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

      This report includes “forward-looking” statements, as that term is defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission (the “SEC”) in its rules, regulations and releases. Forward-looking statements are any statements other than statements of historical fact, including statements regarding our expectations, beliefs, hopes, intentions or strategies regarding the future. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those disclosed as risks in other reports filed by us with the SEC, including those described in Part I of our most recently filed Annual Report on Form 10-K. Except as required by law, we disclaim any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.

General

     Sale of the Michigan Avenue.The Partnership Agreement obligated the General Partner to review opportunities to sell the Michigan Avenue or to refinance indebtedness secured by the Michigan Avenue, beginning in 1994, and to use best efforts to complete a sale or refinancing transaction by the end of 2001.

      In February 2001, after the completion of significant renovations of the Michigan Avenue, the General Partner, on behalf of the Partnership, retained Jones Lang LaSalle Hotels (“JLL”), a nationally recognized broker, to market the Michigan Avenue for sale. After the terrorist attacks in New York City, Washington, D.C. and Pennsylvania on September 11, 2001 (the “September 11 Attacks”), however, bidders on the Michigan Avenue indicated they would only be willing to purchase the Hotel at a significant discount to the value they had placed on the Hotel prior to the September 11 Attacks. Based on the unstable and depressed hotel real estate market resulting from the September 11 Attacks and weakened general worldwide economic environment, the General Partner did not believe that it was in the best interest of the limited partners to sell the Michigan Avenue in late 2001 or 2002.

      In mid-2002, the General Partner also engaged JLL to assist in exploring a refinancing of the Partnership’s debt and directed JLL to focus its efforts towards pursuing refinancing alternatives. After a several month process it was determined that the debt could not be refinanced on an economical basis.

      From July 2003 until January 2004, several parties (including an affiliate of the General Partner) made tender offers for varying numbers of units of limited partnership interests (the “Units”). The tender offers ranged from a low price of $525 per Unit to a high price of $735 per Unit. The General Partner expressed no opinion, made no recommendation and remained neutral with respect to each tender offer.

      In May 2004, the General Partner engaged JLL to, once again, market the Michigan Avenue and commenced the formal marketing in June 2004. The General Partner solicited bids from interested parties and selected a bidder to negotiate with on an exclusive basis. As a result of that process, on October 18, 2004, the Chicago Partnership signed the Purchase Agreement to sell the Michigan Avenue to JER Acquisitions for $137 million in cash, subject to certain purchase price adjustments. On December 7, 2004, the Partnership received the consent of a majority of its limited partners to the sale of the Michigan Avenue to JER Acquisitions. On January 26, 2005, the Chicago Partnership completed the sale of the Michigan Avenue to JER Acquisitions.

      On February 25, 2005, an initial distribution of $800 per Unit was made to the limited partners. As of November 1, 2005, approximately $10 million is being retained in order to satisfy ongoing operating costs of the partnerships until they are liquidated and the Partnership’s and the Chicago Partnership’s future liabilities, including contingent liabilities and expenses.

      Because the Partnership has material liabilities, including contingent liabilities, that the General Partner is not able to reasonably estimate, the commencement of the process to dissolve and liquidate the Partnership will be deferred until the General Partner is able to satisfy all known and quantifiable liabilities and make a

8

reasonable estimate of the maximum amount that could be owed with respect to unquantifiable liabilities of the Partnership.

Results of Operations

      Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and costs and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments, including those relating to revenue recognition and costs and expenses during the reporting period.

      We base our estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions and conditions.

      As discussed above, the Michigan Avenue, the Partnership’s only operating asset, was sold on January 26, 2005. A discussion regarding the Partnership’s results of operations for the third quarter of 2005 as compared to the third quarter of 2004 has been omitted because the discussion and comparisons would not be meaningful.

Liquidity and Capital Resources

      On January 26, 2005, the Michigan Avenue was sold to JER Acquisitions for cash of approximately $137 million. The cash received at closing was reduced by a credit to JER Acquisitions of $6,836,000 that related to the capital expenditure reserve and other adjustments provided by the purchase agreement relating to the transaction. In connection with the sale of the Hotel, a payment of $17,645,000 was made to the Teacher Retirement System of Texas to pay off the mortgage loan and payments of $11,606,000 and $12,438,000 were made to affiliates of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) in connection with the repayment of the subordinated loan to the General Partner and deferred incentive management fees, respectively. The Partnership no longer has any third party indebtedness. On February 25, 2005, an aggregate distribution of $108,480,000, or $800 per Unit, was made to limited partners of the Partnership.

      As of September 30, 2005, we had cash and cash equivalents of approximately $14,415,000. This cash balance will be used to pay approximately $4 million of liabilities that have been incurred and are to be satisfied by the Partnership, plus an additional $10 million which has been retained to satisfy ongoing operating costs that the Partnership expects to incur until the partnerships are liquidated and to satisfy the Partnership’s and the Chicago Partnership’s future liabilities, including contingent liabilities and expenses.

      See “General” above for information regarding the sale of the Hotel.

9

Item 3. Qualitative and Quantitative Disclosures about Market Risk.

      There were no material changes to the information provided in Item 7A in our Annual Report on Form 10-K regarding the Partnership’s market risk.

Item 4. Controls and Procedures.

      We conducted an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2005. Based on this evaluation, the Principal Executive Officer and Principal Accounting Officer concluded that our disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be included in our SEC reports. There have been no significant changes in our internal controls over financial reporting that have occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

10

PART II.     OTHER INFORMATION

Item 1. Legal Proceedings.

      On October 14, 2004, the General Partner filed a demand for arbitration with the American Arbitration Association of Seattle, Washington (the “AAA”) (the method and location for resolving disputes provided for in the Partnership Agreement) seeking that the AAA resolve all disputes and claims regarding the propriety of Kalmia Investors LLC’s (“Kalmia”) request to inspect and copy confidential information of the Partnership and various third parties, the adequacy and sufficiency of the General Partner’s response thereto, and the General Partner’s compliance with its obligations related to Kalmia’s request and that response. In addition, the General Partner has sought that the AAA resolve all disputes, controversies and claims relating to the performance by the General Partner of its duties to Kalmia with respect to: (a) the marketing for sale, refinancing or sale of the Michigan Avenue and the Westin St. Francis Hotel and (b) the operation and management of the Michigan Avenue and the Westin St. Francis Hotel. On October 29, 2004, Westin Realty, joined by the Partnership, filed a Supplemental Demand for Arbitration. On February 9, 2005, the General Partner and the Partnership (collectively, “Claimants”) served an Amended Statement of Claims.

      On February 18, 2005, Kalmia served its Answer and Affirmative Defenses to the Amended Statement of Claims and on December 10, 2004, Kalmia submitted certain counterclaims under protest to the arbitration, including claims of breach of fiduciary duty, breach of contract, fraud, negligent misrepresentation and conversion. On February 9, 2005, Kalmia served its Amended Counterclaims and Claims against Third-Party Respondents Starwood Hotels & Resorts Worldwide, Inc., 909 North Michigan Avenue Corporation, the general partner of the Chicago Partnership, the Chicago Partnership, the Partnership, The Westin St. Francis Limited Partnership, and The St. Francis Hotel Corporation. Kalmia asserts claims for: (1) breach of fiduciary duty, (2) breach of contract, (3) fraud, misrepresentation, and fraudulent concealment, (4) negligent misrepresentation, and (5) conversion. On February 18, 2005, the General Partner, the Partnership and Third-Party Respondents served an Answer and Affirmative Defenses to Kalmia’s Counterclaims and Claims against Third-Party Respondents. The General Partner and the Partnership deny Kalmia’s allegations of breach of contractual or other duties and have vigorously defended themselves in the arbitration. Pursuant to the Partnership Agreement and upon the advice of counsel, the expenses incurred in connection with the arbitration are being paid out of the assets of the Partnership, provided that certain indemnitees of the Partnership have agreed to reimburse the Partnership in connection with any claim against such indemnitee in the event that it is ultimately determined that such indemnitee is not entitled to be indemnified by the Partnership.

      On September 19-30, 2005, a final hearing was held in the Kalmia arbitration before a panel of three arbitrators in the AAA offices in Seattle, Washington. The parties will be submitting post-hearing briefs, and the panel of arbitrators has scheduled final argument for January 10, 2006. The panel will likely issue its decision in late January or sometime in February 2006.

      Kalmia is seeking a total award of $64,369,900. The Partnership and the General Partner are seeking an award for their attorneys’ fees.

      On or about May 19, 2005, Ralph Silver and Warren Heller, two limited partners of the Partnership, filed a demand for arbitration on their own behalf, and on behalf of a putative class consisting of all the limited partners of the Partnership, against the Partnership, the General Partner, Starwood Hotels & Resorts Worldwide, Inc., The Westin St. Francis Limited Partnership, and The St. Francis Hotel Corporation. The demand is general with respect to the allegations asserted against those parties, but generally alleges breach of fiduciary and contractual duties through the inflation of expenses charged to the hotels owned by the Partnership and managed by Starwood and other improper conduct. The arbitration is in its very early stages with a panel of arbitrators having just recently been selected. The preliminary hearing with the panel occurred on October 11, 2005, and scheduling matters were discussed at that time.

      On October 28, 2005, Ralph Silver and Warren Heller (together “Claimants”) filed their Statement of Claims asserting claims for (1) breach of fiduciary duties, (2) breach of the Partnership Agreement or inducing such breach, (3) breach of the Westin Chicago Limited Partnership Agreement or inducing such

11

breach, (4) breach of the Westin St. Francis Limited Partnership Agreement or inducing such breach, (5) breach of the hotel management agreements or inducing such breaches and (6) an accounting. On November 4, 2005, the General Partner, Starwood Hotels & Resorts Worldwide, Inc., 909 North Michigan Avenue Corporation and The St. Francis Hotel Corporation (together, the “Respondents”) and The Partnership, the Chicago Partnership and the St. Francis Limited Partnership (together, the “Nominal Respondents”) served an Answer and Affirmative Defenses to Claimants’ Statement of Claims. The Respondents and Nominal Respondents deny the allegations and intend to vigorously defend themselves in that proceeding. An estimate of the possible loss or range of loss, if any, cannot reasonably be made at this time.

Item 5. Other Information.

Affiliate Transactions

      We reimbursed the General Partner for third-party general and administrative expenses incurred on our behalf, primarily for legal fees, totaling approximately $2,039,000 million during the third quarter of 2005 and an additional $1,285,000 in October 2005.

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 November 8, 2005, we have processed requests for the transfer of 1,383 Units. Sales requests processed through the date of this filing for 840 Units for tender offers were at $600. The remaining 543 Unit sales requests were completed through limited partnership exchanges at a range in price of $600 to $802.50 per Unit. The per Unit sales prices are the actual contracted prices 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 tender offers.

Item 6.      Exhibits.

31	.1	Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 — Principal Executive Officer(1)
31	.2	Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 — Principal Accounting Officer(1)
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)

(1)  Filed herewith.

12

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: November 10, 2005

13

INDEX TO EXHIBITS

Exhibits
	31	.1	Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 — Principal Executive Officer(1)
	31	.2	Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 — Principal Accounting Officer(1)
	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)

(1)  Filed herewith.