Westin Hotels LTD Partnership 10Q 2007 Q1 Quarterly report

UNITED STATES
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 March 31, 2007

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 charter)

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 a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer” inRule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-Accelerated filerþ

Indicate by check mark whether the registrant is a shell company (as defined inRule 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 May 9, 2007.

PART I. FINANCIAL INFORMATION

WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(In thousands, except Unit data)


	March 31,			December 31,
	2007			2006
	(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents	$	5,666		$	5,909
Accounts receivable, net of allowance for doubtful accounts of $0 and $0		—			107

	$	5,666		$	6,016


LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Current liabilities:
Accrued expenses	$	2,154		$	2,425

Total liabilities		2,154			2,425

Minority interests		5,493			5,492

Commitments and contingencies
Partners’ capital (deficit):
General Partner		(1,981	)		(1,901	)
Limited Partners (135,600 Units issued and outstanding)		—			—

Total Partners’ capital		(1,981	)		(1,901	)

	$	5,666		$	6,016

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

WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except Unit data and per Unit data)
(Unaudited)


	Three Months Ended
	March 31,
	2007			2006

Operating expenses:
Administrative and general		224			1,251
Local taxes, insurance and rent		(70	)		—

Total operating loss		154			1,251

Other income (expense):
Interest income		75			97
Loss on sale of the Michigan Avenue		—			(55	)

Loss before minority interests		(79	)		(1,209	)
Minority interests in net income		(1	)		—

Net loss	$	(80	)	$	(1,209	)

Net loss per Unit (135,600 Units issued and outstanding)	$	(0.59	)	$	(8.92	)

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

WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL (DEFICIT)

(In thousands)
(Unaudited)


	General			Limited
	Partner			Partners		Total

Balance at December 31, 2006	$	(1,901	)	$	—	$	(1,901	)
Net loss		(80	)		—		(80	)

Balance at March 31, 2007	$	(1,981	)	$	—	$	(1,981	)

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

WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)


	Three Months Ended
	March 31,
	2007			2006

Operating Activities
Net loss	$	(80	)	$	(1,209	)
Loss on sale of the Michigan Avenue		—			55
Other adjustments to net loss		1			—
Changes in working capital:
Accounts receivable		107			—
Accrued expenses		(271	)		(172	)

Net cash used in operating activities		(243	)		(1,326	)

Net decrease in cash and cash equivalents		(243	)		(1,326	)
Cash and cash equivalents — beginning of period		5,909			9,578

Cash and cash equivalents — end of period	$	5,666		$	8,252

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

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 primary 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 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 March 31, 2007 and 2006 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 2007 and 2006, 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 $137,000,000 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 $50,103,000. Approximately $86,897,000 of proceeds remaining from the sale of the Michigan Avenue plus approximately $21,583,000 in Partnership cash, 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 ongoing operating costs of the partnerships until they are liquidated and the Partnership’s and the Chicago Partnership’s future liabilities, including potential contingent liabilities which cannot be quantified at this time, expenses and certain expenditures in connection with the dissolution and liquidation of the Partnership and the Chicago Partnership.


Note 4.	Commitments and Contingencies

Litigation. 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, Westin Realty Corporation (the “General Partner”), Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), The Westin St. Francis Limited Partnership, and The St. Francis Hotel Corporation. The demand generally alleged breaches 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 preliminary hearing with the three-member panel of arbitrators (the “Panel”) occurred on October 11, 2005, and scheduling matters were discussed at that time.

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, 909 North Michigan Avenue Corporation (“909 Corp”). 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.

On November 11, 2005, the Claimants filed a motion for class certification to which the Respondents and Nominal Respondents filed their response on January 9, 2006. Following a hearing on June 21, 2006, the Panel entered an order dated June 29, 2006, ruling “that the matter is appropriate for class action treatment,” but reserving the issue of “whether, in view of an award by another panel of arbitrators, Kalmia should be included or excluded from the class. . .” On July 7, 2006, the Respondents and Nominal Respondents filed their Memorandum in Support of the Exclusion of Kalmia from the class. On July 21, 2006, Kalmia filed its Memorandum in Opposition to Respondents’ Motion to Exclude Kalmia from the class. On July 28, 2006, the Respondents and Nominal Respondents filed their Reply Memorandum in Support of the Exclusion of Kalmia from the class. The Panel conducted a hearing on the issue of Kalmia’s exclusion from or inclusion in the class on August 16, 2006, which resulted in the parties’ submission of additional briefing. On October 16, 2006, the Panel issued three separate orders: (1) an order excluding Kalmia from the class, based upon the fact that “Kalmia asserted identical claims in a separate,non-class arbitration brought against the same Respondents that was adjudicated on the merits to a final award” and, thus, “that Kalmia is barred by principles of res judicata from being a member of the class in this arbitration;” (2) an order certifying “a nationwide class consisting of all the current limited partners of the Westin Hotels Limited Partnership with the exception of Kalmia Investors, LLC, the Respondents herein, and any person, firm, trust, corporation or other entity affiliated with any of the Respondents;” and (3) an order setting a pretrial schedule in the class arbitration. Pursuant to the Panel’s class certification order, the Respondents mailed a Notice of Pendency of Class Arbitration to the Partnership’s limited partners on November 15, 2006.

Shortly thereafter, the parties, through their respective counsel, began discussing a potential settlement of the class arbitration, and they reached a tentative agreement on or about March 1, 2007. On March 12, 2007, the parties executed settlement documents which, subject to the approval of the Panel, will fully and finally resolve the dispute and allow the Partnership to proceed to complete the distribution of its assets and the winding down of its affairs. The proposed settlement provides for: (1) Respondents’ payment of $2,000,000 to the class (subject to reimbursement pursuant to the indemnification provisions of the Partnership Agreement and related contracts); (2) the transfer and assignment to the class of WHLP Acquisition LLC’s right to receive Partnership liquidating distributions in an amount not to exceed $940,000 (WHLP Acquisition LLC owns and holds approximately 24.95% of the total number of outstanding Partnership limited partnership units); and (3) a comprehensive and mutual release of claims between the class and Respondents, including, but not limited to, a dismissal of the class arbitration and all claims asserted therein. The $2,000,000 settlement payment to the class is included in accrued expenses in the Partnership’s consolidated balance sheets as of March 31, 2007 and December 31, 2006. The cash remaining after satisfying all liabilities will be available to distribute to the General Partner and the limited partners in accordance with the Partnership Agreement.

On March 15, 2007, the Panel chair executed and issued an order: (1) scheduling a hearing on the final approval of the settlement for May 24, 2007 at 9:00 a.m. at the offices of Shugart, Thomson & Kilroy in Kansas City, Missouri; (2) providing that any objections to the proposed settlement, the application for fees and costs, and the Claimants’ awards shall be filed within fifteen days of the hearing; and (3) approving the form and manner of dissemination of the notice of proposed settlement. Pursuant thereto, the notice of proposed settlement was mailed to the current class members on March 27, 2007. The hearing on the final approval of the settlement remains set for May 24, 2007, as described above.


Note 5.	Further Information

Reference is made to “Notes to Consolidated Financial Statements” contained in the Partnership’sForm 10-K filed for the year ended December 31, 2006 for information regarding significant accounting policies, Partnership organization, accrued expenses, 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.


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 onForm 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 and Sale Agreement (the “Purchase Agreement”) to sell the Michigan Avenue to JER Acquisitions for $137,000,000 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. The remaining cash of the partnerships is being retained in order to satisfy ongoing operating costs of the partnerships and the Partnership’s and the Chicago Partnership’s future liabilities, including potential contingent liabilities which cannot be quantified at this time, expenses and certain expenditures in connection with the dissolution and liquidation of the Partnership and the Chicago Partnership.

Other. As further discussed below under Part II, Item 1. Legal Proceedings, the Partnership and the General Partner are currently involved in an arbitration proceeding which is being funded out of the Partnership’s cash reserves. The parties to this arbitration proceeding have executed settlement documents; however, these settlement documents are currently subject to approval by the arbitration panel. If the arbitration panel approves the settlement

documents, the dispute will be fully and finally resolved and the Partnership will be able to proceed to complete the dissolution and liquidation of the Partnership. Until the arbitration panel approves the settlement documents, the Partnership will be unable to estimate definitively the amount of funds that will be available for distribution to limited partners after satisfaction of the Partnership’s liabilities and the timing of any such distribution. The settlement provides for a payment of $2,000,000 to the claimant class. Based on such payment amount, the General Partner reasonably estimates that the Partnership’s cash reserves will be used to pay approximately $2,154,000 of liabilities that have been incurred and are to be satisfied by the Partnership. An additional $3,512,000 has been retained to satisfy ongoing operating costs that the Partnership expects to incur and to satisfy the Partnership’s and the Chicago Partnership’s future liabilities, including potential contingent liabilities which cannot be quantified at this time, expenses and certain expenditures in connection with the dissolution and liquidation. The General Partner expects that once the pending arbitration proceedings are resolved, it will be able to complete the liquidation and dissolution of the Partnership.

Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 earlier, the Michigan Avenue, the Partnership’s only operating asset, was sold on January 26, 2005. During the three months ended March 31, 2007 and 2006, the Partnership incurred administrative and general costs of $224,000 and $1,251,000, respectively, primarily related to legal fees. In addition, in the first quarter of 2007, the Partnership received a refund of real estate taxes for the Michigan Avenue for periods prior to its sale, which is reflected in local taxes, insurance and rent expense in the consolidated statement of operations.

Liquidity and Capital Resources

On January 26, 2005, the Michigan Avenue was sold to JER Acquisitions for cash of approximately $137,000,000. 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 March 31, 2007, we had cash and cash equivalents of approximately $5,666,000. This cash balance will be used to pay approximately $2,154,000 of liabilities that have been incurred and are to be satisfied by the Partnership. An additional $3,512,000 has been retained to satisfy ongoing operating costs that the Partnership expects to incur and to satisfy the Partnership’s and the Chicago Partnership’s future liabilities, including potential contingent liabilities which cannot be quantified at this time, expenses and certain expenditures in connection with the dissolution and liquidation of the Partnership and the Chicago Partnership. The cash remaining after satisfying all liabilities will be available to distribute to the General Partner and the limited partners in accordance with the Partnership Agreement.

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


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 onForm 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 March 31, 2007. 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 has been no change in our internal control over financial reporting that 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.

PART II. OTHER INFORMATION


Item 1.	*Legal Proceedings.*

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, The Westin St. Francis Limited Partnership, and The St. Francis Hotel Corporation. The demand generally alleged breaches 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 preliminary hearing with the three-member panel of arbitrators (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 the “Claimants”) filed their Statement of Claims asserting (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, 909 Corp. 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.


Item 5.	*Other Information.*

Affiliate Transactions

In the first quarter of 2007, we reimbursed the General Partner approximately $606,000 for general and administrative expenses incurred on our behalf over the last several years.

Investor Relations

The Partnership’s investor relations function is handled by Phoenix American Financial Services, Inc. at 2401 Kerner Boulevard, San Rafael, CA94901-5529. The toll-free number for Phoenix American Financial Services, Inc. is1-800-323-5888.

Unit Sales

In 2007, there have been no sales of Units.


Item 6.	*Exhibits.*


10.1		Settlement Agreement and Release, dated March 12, 2007⁽¹⁾

31.1		Certification Pursuant toRule 13a-14 under the Securities Exchange Act of 1934 — Principal Executive Officer⁽¹⁾

31.2		Certification Pursuant toRule 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.

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/ Thomas M. Smith

Thomas M. Smith

President, Assistant Secretary, and Principal
Executive Officer


	By:	/s/ Alan M. Schnaid

Alan M. Schnaid

Vice President, Principal Accounting Officer

Date: May 9, 2007

INDEX TO EXHIBITS


10.1		Settlement Agreement and Release, dated March 12, 2007⁽¹⁾

31.1		Certification Pursuant toRule 13a-14 under the Securities Exchange Act of 1934 — Principal Executive Officer⁽¹⁾

31.2		Certification Pursuant toRule 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.

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	H.S. freshman Avg

Westin Hotels LTD Partnership (YYNIA) Inactive 10-Q2007 Q1 Quarterly report

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