1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ] 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 91-1328985
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2001 Sixth Avenue, Seattle, Washington 98121
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (206) 443-5000
--------------
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 [ ]
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
2
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
REPORT ON FORM 10-Q
For the Quarter Ended June 30, 1997
INDEX
Part l. FINANCIAL INFORMATION Page No.
- ------------------------------ --------
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statement of Partners' Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7 - 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9 - 12
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13- 14
SIGNATURES 15
-2-
3
PART I. FINANCIAL INFORMATION
-----------------------------
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
June 30, 1997 December 31, 1996
---------------------- ----------------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents, including restricted cash $ 14,255 $ 14,752
of $1,048 in 1997 and $540 in 1996
Guest and trade accounts receivable, less allowance for
doubtful accounts of $270 in 1997 and $232 in 1996 11,057 6,511
Other receivables 241 450
Inventories 529 516
Prepaid expenses and other current assets 1,270 1,281
--------- ---------
TOTAL CURRENT ASSETS 27,352 23,510
PROPERTY AND EQUIPMENT, at cost, net of accumulated
depreciation of $101,234 in 1997 and $97,355 in 1996 233,547 233,257
RESTRICTED CASH 8,539 6,018
OTHER ASSETS 712 363
--------- ---------
TOTAL ASSETS $ 270,150 $ 263,148
========= =========
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade and other $ 2,030 $ 1,937
Westin and affiliates 1,774 1,171
--------- ---------
Total accounts payable 3,804 3,108
Accrued expenses 10,197 9,274
Current maturities of long-term obligations 144 159
Other current liabilities 1,079 1,353
--------- ---------
TOTAL CURRENT LIABILITIES 15,224 13,894
LONG-TERM OBLIGATIONS 127,877 127,085
LONG-TERM OBLIGATION TO GENERAL PARTNER 32,245 30,795
DEFERRED INCENTIVE MANAGEMENT FEES PAYABLE
TO WESTIN 20,776 19,425
--------- ---------
TOTAL LIABILITIES 196,122 191,199
COMMITMENTS AND CONTINGENCIES
MINORITY INTERESTS 3,622 3,568
PARTNERS' EQUITY (DEFICIT):
General Partner (2,182) (2,026)
Limited Partners (135,600 Units issued and outstanding) 72,588 70,407
--------- ---------
TOTAL PARTNERS' EQUITY 70,406 68,381
--------- ---------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 270,150 $ 263,148
========= =========
-3-
4
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except per Unit Data)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
1997 1996 1997 1996
----------- ----------- ------------ -----------
OPERATING REVENUES:
Rooms $21,528 $18,727 $38,113 $32,609
Food and beverage 7,839 6,883 15,295 12,425
Other operating departments 2,817 2,767 5,170 5,097
------- ------- ------- -------
TOTAL OPERATING REVENUES 32,184 28,377 58,578 50,131
------- ------- ------- -------
OPERATING EXPENSES:
Rooms 5,563 4,811 10,553 9,116
Food and beverage 5,916 5,232 11,801 9,926
Other operating departments 790 694 1,576 1,358
Administrative and general 2,101 2,224 4,671 4,378
Management fees 2,332 1,402 4,136 2,524
Advertising and business promotion 1,978 1,859 3,971 3,636
Property maintenance and energy 2,025 2,008 4,086 4,002
Local taxes and insurance 2,512 1,776 4,504 3,544
Rent 200 184 405 376
Depreciation and amortization 2,189 1,821 4,434 3,789
------- ------- ------- -------
TOTAL OPERATING EXPENSES 25,606 22,011 50,137 42,649
------- ------- ------- -------
OPERATING PROFIT 6,578 6,366 8,441 7,482
------- ------- ------- -------
OTHER INCOME (EXPENSE):
Interest income 293 142 516 308
Interest expense (2,680) (2,709) (5,413) (5,399)
Interest expense on long-term obligation
to General Partner (746) (663) (1,450) (1,310)
Other, net (5) (68) (15) (68)
------- ------- ------- -------
NET OTHER EXPENSE (3,138) (3,298) (6,362) (6,469)
------- ------- ------- -------
INCOME BEFORE
MINORITY INTERESTS 3,440 3,068 2,079 1,013
MINORITY INTERESTS (52) (46) (54) (41)
------- ------- ------- -------
NET INCOME $ 3,388 $ 3,022 $ 2,025 $ 972
======= ======= ======= =======
NET INCOME PER UNIT
(135,600 Units issued and outstanding) $ 24.99 $ 22.29 $ 14.93 $ 7.17
======= ======= ======= =======
The accompanying notes are an integral part of these
consolidated financial statements.
-4-
5
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY
(Dollars in Thousands)
(Unaudited)
General Limited
Partner Partners
------- --------
BALANCE AT DECEMBER 31, 1996 $(2,026) $70,407
Net income (loss) (156) 2,181
-------- -------
BALANCE AT JUNE 30, 1997 $ (2,182) $72,588
======== =======
The accompanying notes are an integral part of these
consolidated financial statements.
-5-
6
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Six Months Ended June 30,
-------------------------------
1997 1996
------- -------
OPERATING ACTIVITIES:
Funds provided by operations $10,011 $ 8,195
Net change in receivables, inventories,
prepaid expenses and other current assets,
net of accounts payable, accrued expenses
and other current liabilities (2,994) 707
------- -------
Net cash provided by operating activities 7,017 8,902
------- -------
INVESTING ACTIVITIES:
Acquisition of property and equipment, net of sales (4,724) (8,127)
Increase in restricted cash (7,539) (5,948)
Decrease in restricted cash to fund acquisition of
property and equipment 5,178 7,682
(Increase) decrease in other assets (57) 18
------- -------
Net cash used in investing activities (7,142) (6,375)
------- -------
FINANCING ACTIVITIES:
Repayment of long-term obligations (78) (87)
Deferred financing costs (294) -
------- -------
Net cash used in financing activities (372) (87)
------- -------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (497) 2,440
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 14,752 10,345
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $14,255 $12,785
======= =======
The accompanying notes are an integral part of these
consolidated financial statements.
-6-
7
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(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 and The Westin Chicago Limited Partnership. The Westin St.
Francis Limited Partnership owns and operates The Westin St. Francis in downtown
San Francisco, California, and The Westin Chicago Limited Partnership owns and
operates The Westin Michigan Avenue, Chicago (formerly The Westin Hotel,
Chicago) in downtown Chicago, Illinois. All significant intercompany
transactions and accounts have been eliminated. Certain of the prior periods'
amounts have been reclassified to conform with the 1997 presentation.
The consolidated financial statements and related information for the
periods ended June 30, 1997 and June 30, 1996 are unaudited. In the opinion of
management, 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, 1997 and June 30, 1996 should not be regarded as indicative of the results
that may be expected for the full year.
(2) FURTHER INFORMATION
Reference is made to "Notes to Consolidated Financial Statements" contained
in the Partnership's Annual Report on Form 10-K filed for 1996 for information
regarding significant accounting policies, Partnership organization, restricted
cash, accrued expenses, long-term obligations, operating leases, commitments and
contingencies, and related party transactions.
(3) LONG-TERM OBLIGATIONS
On May 27, 1997 an agreement to restructure the existing mortgage loans on
The Westin St. Francis and The Westin Michigan Avenue, Chicago was completed.
The parties to this restructuring agreement are The Teacher Retirement System of
Texas (the lender), The Westin St. Francis Limited Partnership, The Westin
Chicago Limited Partnership, Westin Hotels Limited Partnership, St. Francis
Hotel Corporation (general partner of The Westin St. Francis Limited
Partnership), 909 North Michigan Avenue Hotel Corporation (general partner of
The Westin Chicago Limited Partnership), Westin Realty Corp. (general partner of
Westin Hotels Limited Partnership) and Westin Hotel Company (the management
company).
The agreement provides for an extension of the maturity date for each of
the Hotel's existing mortgage loans from August 31, 2001 to November 30, 2006.
The interest rates on the principal balances of the original mortgage loans will
be reduced to 8.85% per annum from 10.0% per annum for the period from December
1, 1997 through November 30, 1998 and to 8.85% per annum from 10.25% per annum
from December 1, 1998 through maturity. The restructuring resulted in a decrease
in the effective interest rate on the mortgage loans from 8.55% per annum to
8.06% per annum from the date of the agreement through maturity.
Through November 30, 1999, the restructured loans require the payment of
interest only each quarter in arrears. From December 1, 1999 to November 30,
2006 the loans require blended payments of principal and interest each quarter
in arrears in such amount necessary to repay the principal balance of each note
(together with interest at the fixed interest rate) on the basis of a 25 year
amortization schedule. On the maturity date, the entire principal balance plus
all accrued and unpaid interest will be due and payable.
The prepayment provisions have been amended. Under the terms and conditions
of this restructuring, the prepayment penalty for The Westin Michigan Avenue,
Chicago loan has been reinstated except in the case of a repayment resulting
from a sale to a third party. The termination date for the prepayment penalty
for The Westin St. Francis loan generally has been extended to the year 2006
from the year 2001. With respect to a hotel sale to a third party, however,
there will be no prepayment penalty if the sale occurs after August 31, 2001.
-7-
8
(4) Accrued Expenses
In July 1997, The Westin St. Francis received notification of an increase
of approximately $1,000,000 in property taxes for the tax years ended June 30,
1997 and 1996. Management intends to appeal the additional tax; however, the
ultimate disposition of the proceeding cannot be predicted with any certainty,
and The Westin St. Francis recorded an additional provision of $500,000 for
property taxes during the quarter ended June 30, 1997.
-8-
9
WESTIN HOTELS LIMITED PARTNERSHIP
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The primary market focus of The Westin St. Francis and The Westin Michigan
Avenue, Chicago (individually a "Hotel", collectively the "Hotels") is on
business travelers, tourists, conventions and other groups. In January 1997 the
Westin Hotel, Chicago was renamed The Westin Michigan Avenue, Chicago to
distinguish it from The Westin River North, Chicago, also located in downtown
Chicago. Both The Westin St. Francis and The Westin Michigan Avenue, Chicago
experience seasonal trends, with the lowest occupancy levels occurring during
the first quarter, followed by increased occupancies throughout the remainder of
the year.
Westin Hotel Company owns 100% of Westin Realty Corp., the sole General
Partner of Westin Hotels Limited Partnership (the "Partnership"), as well as
100% of the St. Francis Hotel Corporation and 909 North Michigan Avenue
Corporation, the respective general partners of the subsidiary limited
partnerships, The Westin St. Francis Limited Partnership and The Westin Chicago
Limited Partnership, that directly own and operate the Hotels.
RESULTS OF OPERATIONS
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- -------------------
Combined 1997 1996 1997 1996
------------------------- ---------- --------- --------- -------
REVPAR (Revenue
Per Available Room) $122.64 $106.51 $109.16 $92.74
Operating Profit as a
Percentage of Revenues:
Rooms 74.2% 74.3% 72.3% 72.0%
Food and Beverage 24.5% 24.0% 22.8% 20.1%
EBITDA (In Thousands) $ 9,055 $ 8,261 $ 13,376 $ 11,511
EBITDA is net earnings (loss) before interest expense, depreciation and
amortization, and minority interests. 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 generally accepted accounting principles and such
information should not be considered as an alternative to net income, cash flow
from operations or any other performance measure prescribed by generally
accepted accounting principles.
Three months ended 1997 compared with 1996
Operating profit of $6.6 million for the second quarter of 1997 represents
a 3.3% improvement over the same quarter of the prior year. The Partnership's
second quarter EBITDA of $9.1 million improved 9.6% over EBITDA of $8.3 million
in the prior year period.
Combined rooms revenues for the second quarter of 1997 were $21.5 million
and represent a 15.0% increase over the same 1996 quarter. Combined REVPAR
advanced 15.1% in the quarter to $122.64. The Westin St. Francis' REVPAR
increase of 16.6% to $129.21 was due primarily to an increase in average room
rate and an increase in room nights in the group segment partially offset by a
decline in room nights in the transient segment. The Westin Michigan Avenue,
Chicago's REVPAR increase of 12.5% to $112.08 was due
-9-
10
to an increase in average room rates offset, in part, by a slight decrease
in room nights in both the group and transient segments. At The Westin St.
Francis the average room rate for the second quarter of 1997 increased 16.1%
over the second quarter of 1996 to $166.81 and the occupancy rate increased
slightly from 77.2% to 77.5%. At The Westin Michigan Avenue, Chicago the average
room rate increased 13.1% to $144.03 whereas the occupancy rate declined
slightly from 78.2% to 77.8%.
Combined rooms profit increased 14.7% or $2.0 million to $16.0 million over
the same 1996 quarter. This improvement was attributable to the REVPAR growth
previously noted.
Combined food and beverage revenues of $7.8 million in the second three
months of 1997 represent a $1.0 million, or 13.9%, increase when compared to the
same 1996 period. The $0.7 million increase in food and beverage revenues at The
Westin St. Francis was a direct result of the increased banquet business
associated with the increase in group business. The Westin Michigan Avenue,
Chicago, benefiting from the recently remodeled banquets rooms, reported a $0.3
million increase.
Combined food and beverage profit for the second quarter of 1997 increased
16.5% or $0.3 million over 1996.
Operating expenses for the second quarter increased to $25.6 million, a
16.3% increase over 1996. The most significant increase was attributable to
incentive management fees which increased as a result of improved Partnership
Net Operating Cash Flow, as defined. Local taxes and insurance expense increased
$0.7 million, primarily due to the accrual of $0.5 million based upon a notice
of assessment of property taxes at The Westin St. Francis. (See Footnote No. 4
of the Consolidated Financial Statements.)
Six months ended 1997 compared with 1996
Combined 1997 year-to-date operating profit of $8.4 million was $1.0
million higher than the corresponding 1996 period. Both Hotels, continuing to
benefit from their improved rooms product and favorable trends in the up-scale
hotel industry, reported increases in both occupancies and average room rates.
The Partnership generated EBITDA of $13.4 million, a 16.2% increase over the
first six months of 1996.
Combined rooms revenues of $38.1 million for the first six months of 1997
were $5.5 million higher than the prior year period. Both Hotels reported an
increase in average room rate in both the individual and group segments which,
coupled with an increase in room nights in the group segment, offset declines in
room nights in the individual segment. The result was a combined REVPAR increase
of 17.7% to $109.16 for the first six months of 1997 over 1996. REVPAR at The
Westin St. Francis rose from $102.28 to $121.63 and REVPAR at The Westin
Michigan Avenue, Chicago rose from $77.37 to $89.12.
For the first half of 1997 combined rooms profit increased to $27.6 million
from $23.5 million in 1996. The Westin St. Francis contributed $3.0 million to
this increase, a 19.2% improvement over year-to-date 1996; The Westin Michigan
Avenue, Chicago contributed $1.1 million, a 13.5% improvement.
Combined 1997 year-to-date food and beverage revenues were $15.3 million
versus $12.4 million in 1996, as the Hotels continue to benefit from the recent
improvements in their food and beverage facilities. Of the $2.9 million increase
in food and beverage revenues, $1.3 million came from the increase in banquet
revenues at The Westin St. Francis and $0.4 million from banquet revenues at The
Westin Michigan Avenue, Chicago.
The combined food and beverage profit increase of $1.0 million to $3.5
million for the first six months of 1997 was a 39.8% improvement over that of
the corresponding 1996 period. Food and beverage profit at The Westin St.
Francis of $2.2 million represents a 48.0% improvement and food and beverage
profit at The Westin Michigan Avenue, Chicago of $1.3 million represents a 27.2%
improvement, both the result of strong group demand combined with successful
cost containment strategies.
Other operating departments contributed $3.6 million to 1997 year-to-date
operating profit. At both Hotels, increases in revenues from the
telecommunications departments due to increased pricing and occupancies were
offset by a decline in revenues from their respective garages.
-10-
11
Management fees increased $1.6 million during the first six months of 1997
over the same period in 1996. This increase resulted from improved Partnership
Net Operating Cash Flow, as defined. Approximately half of the $1.0 million
increase in local taxes and insurance resulted from the additional property tax
accrual previously noted.
Liquidity and Capital Resources
As of June 30, 1997, the Partnership had cash and cash equivalents of $14.3
million, a $0.5 million decrease from December 31, 1996. Total net cash provided
by operating activities for the six months ended June 30, 1997 equaled $7.0
million.
The Hotels mortgage loans were restructured under an agreement (the "1994
Restructuring Agreement") entered into in 1994. Pursuant to the 1994
Restructuring Agreement, the Partnership is required to make quarterly deposits
to the FF&E Reserve Accounts of 5.0% of gross revenue through maturity of the
mortgage loan in 2006 to fund capital improvements. Therefore, on or before
August 14, 1997, $1.6 million will be deposited in the FF&E Accounts. During the
six months ended June 30, 1997, The Westin St. Francis and The Westin Michigan
Avenue, Chicago, expended $3.8 million and $1.4 million, respectively, from
their FF&E Reserve Accounts. The combined balance of the Hotels' FF&E Reserve
Accounts are included in Restricted Cash on the Consolidated Balance Sheets.
Commencing in 1996, the 1994 Restructuring Agreement terms require that
both Hotels make deposits into Tax Escrow Accounts for payment of real and
personal property taxes. The combined balances of these Tax Escrow Accounts are
included in Cash and Cash Equivalents under Current Assets on the Consolidated
Balance Sheets.
The Hotels will spend approximately $11.3 million for capital expenditures
in 1997. The Westin St. Francis will spend approximately $5.1 million on capital
improvements in 1997, of which $0.4 million is to be spent on renovating suites,
$0.6 million on food and beverage banquet rooms, $1.3 million in other areas
including EDP equipment, ADA compliance, and fire/life safety upgrades, and $2.8
million on the facade project. The Westin Michigan Avenue, Chicago expects to
spend $6.2 million for capital improvements during 1997. This Hotel will
renovate its tower rooms at a cost of $2.0 million, which will enhance the
Hotel's ability to compete in the highly competitive Chicago market. In
addition, $0.7 million will be spent on the facade, sidewalks and planters, $1.3
million for EDP equipment and updating of engineering systems, and $2.2 million
for food and beverage outlets.
On May 27, 1997 an agreement to restructure the existing mortgage loans on
the Partnership's Hotels (the "1997 Restructuring Agreement") was completed. The
interest rates on the principal balances of the original mortgage loans will be
reduced to 8.85% per annum from 10.0% per annum for the period from December 1,
1997 to November 30, 1998 and to 8.85% per annum from 10.25% per annum from
December 1, 1998 through maturity. The 1997 Restructuring Agreement provides for
an extension of the maturity date for each of the Hotel's existing mortgage
loans from August 31, 2001 to November 30, 2006. Through November 30, 1999 the
restructured loans require the payment of interest only each quarter in arrears.
From December 1, 1999 to November 30, 2006 the loans require blended payments of
principal and interest each quarter in arrears in such amount necessary to repay
the principal balance of each note (together with interest at the fixed interest
rate) on the basis of a 25 year amortization schedule. On the maturity date, the
entire principal balance plus all accrued and unpaid interest will be due and
payable. Under the terms of the mortgage loans, as restructured, the Partnership
is scheduled to make interest payments of $9.2 million in 1997.
The General Partner anticipates that the cash flow from operations will
provide the funds necessary for 1997 operating and interest expenses and that
the contributions to the FF&E Reserve Accounts will provide adequate funding for
1997 capital expenditures. The General Partner also believes that existing cash
and net cash to be provided from operations will be sufficient for distributions
to the limited partners. Therefore, on July 7, 1997 the General Partner
announced cash distributions of $47.50 per unit payable on each of September 15
and December 15, 1997. In accordance with the Partnership agreement, one-half of
the 1997 incentive management fees will be paid to Westin Hotel Company. The
General Partner estimates that incentive management fees totaling $2.8 million
will be paid to Westin in 1997.
-11-
12
In 1997 the General Partner will continue to focus on the completion of
renovations at both Hotels and on the improvement of the Hotels' operations in
order to bolster the value of the Hotels. The General Partner will review the
opportunities to sell or refinance the Hotel properties when it reasonably
believes that such action is in the best interest of the Partnership. As the
real estate market for upscale hotel properties continues to improve, the
General Partner will monitor the market conditions for appropriate opportunities
to sell or refinance the properties. By the end of 2001, the General Partner
must use its best efforts to sell or refinance the Hotel properties.
-12-
13
PART II. OTHER INFORMATION
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 Second Restructuring Agreement dated as of May 27, 1997.
10.3 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)
10.4 First Amendments to Amended and Restated Management Agreements
of The Westin St. Francis Limited Partnership and of The
Westin Chicago Limited Partnership.(3)
10.5 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)
10.6 Promissory Note of St. Francis Hotel Corporation dated
August 21, 1986 to Teacher Retirement System of Texas.(1)
10.7 First Amendment to Promissory Note of St. Francis Hotel
Corporation dated as of June 2, 1994.(3)
10.8 Second Amendment to Promissory Note of St. Francis Hotel
Corporation dated as of May 27, 1997.
10.9 Deed of Trust, Financing Statement, Security Agreement and
Fixture filing dated August 21, 1986 respecting The Westin
St.Francis. (1)
10.10 First Amendment to Deed of Trust, Financing Statement,
Security Agreement and Fixture Filing dated as of June 2,
1994.(3)
10.11 Second Amendment to Deed of Trust, Financing Statement,
Security Agreement and Fixture Filing (With Assignment of
Rents and Leases) dated as of May 27, 1997.
10.12 Promissory Note of 909 North Michigan Avenue Corporation dated
August 21, 1986 to Teacher Retirement System of Texas.(1)
10.13 First Amendment to Promissory Note of 909 North Michigan
Avenue Corporation dated as of June 2, 1994.(3)
10.14 Second Amendment to Promissory Note of 909 North Michigan
Avenue Corporation dated as of May 27, 1997.
-13-
14
10.15 Mortgage and Security Agreement dated August 21, 1986 for
The Westin Hotel, Chicago.(1)
10.16 First Amendment to Mortgage and Security Agreement dated as
of June 2, 1994.(3)
10.17 Second Amendment to Mortgage and Security Agreement dated as
of May 27, 1997.
10.18 St. Francis FF&E Escrow Agreement dated as of June 2, 1994.(3)
10.19 Chicago FF&E Escrow Agreement dated as of June 2, 1994.(3)
10.20 Promissory Note dated June 2, 1994 in favor of Westin Realty
Corp. by Westin Hotels Limited Partnership.(3)
10.21 Loan Agreement dated as of June 2, 1994 between Westin Hotels
Limited Partnership and Westin Realty Corp.(3)
27. Financial Data Schedule.
- --------------------
(1) Incorporated by reference to Exhibits 4.1, 4.2, 4.3, 10.4, 10.5, 10.6
and 10.7, respectively, to the Partnership's 1986 Annual Report on
Form 10-K.
(2) Incorporated by reference to Exhibits 10.1 and 10.3, 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, 10.4, 10.7,
10.10, 10.13, 10.16, 10.18, 10.19, 10.20 and 10.21, respectively, to
the Partnership's Form 10-Q for the period ending June 30, 1994.
(b) REPORTS ON FORM 8-K.
On July 8, 1997, the Partnership filed a report on Form 8-K dated June
16, 1997, announcing two special mailings to limited partners - one in
response to another offer from Kalmia Investors LLC to purchase their
Units and the other announcing that the Board of Directors of the
General Partner had authorized a $95 per Unit cash distribution to the
limited partners.
On June 12, 1997, the Partnership filed a report on Form 8-K dated May
27, 1997, announcing that an agreement to restructure the existing
mortgage loans on the Partnership's Hotels was completed.
-14-
15
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 in the City of Seattle, State of
Washington, on the 6th day of August, 1997.
WESTIN HOTELS LIMITED PARTNERSHIP
(a Delaware limited partnership)
By: WESTIN REALTY CORP.,
Its sole General Partner
By: /s/ RICHARD MAHONEY
-------------------------------------
Richard Mahoney, Director,
Vice President, Chief Financial
Officer and Treasurer
-15-