==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 10, 2002
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, NEW YORK 10604
(Address of principal executive offices, including zip code)
1-800-323-5888
(Registrant's telephone number, including area code)
===============================================================================
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 10, 2002 Westin Hotels Limited Partnership (the "Partnership")
decided to no longer engage Arthur Andersen LLP ("Andersen") as the
Partnership's independent auditors and engaged Ernst & Young LLP ("Ernst &
Young") to serve as the Partnership's independent auditors for 2002. This
determination was approved by the Board of Directors of Westin Realty Corp., the
General Partner of the Partnership.
During the years ended December 31, 2001 and 2000 and through the date of
this Form 8-K, there were no disagreements with Andersen on any matter of
accounting principle or practice, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused them to make reference to the subject matter of the disagreement in
connection with their reports.
The audit reports of Andersen on the Partnership's consolidated financial
statements as of and for the fiscal years ended December 31, 2001 and 2000 did
not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the Partnership's two most recent fiscal years
and through the date hereof.
The Partnership provided Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 is a copy of Andersen's letter, dated
April 10, 2002, stating its agreement with such statements.
During the years ended December 31, 2001 and 2000 and through the date
hereof, the Partnership did not consult Ernst & Young regarding any matters or
events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated April 10, 2002.
99.1 Press release dated April 10, 2002 of Westin Hotels Limited
Partnership.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTIN HOTELS LIMITED PARTNERSHIP
(a Delaware limited partnership)
By: WESTIN REALTY CORP.,
Its sole General Partner
By: /s/ Alan M. Schnaid
-----------------------------
Name: Alan M. Schnaid
Title: Vice President
Dated: April 10, 2002