UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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WESTIN HOTELS LIMITED PARTNERSHIP
(Name of Subject Company)
KALMIA INVESTORS, LLC
(Name of Offeror)
UNITS OF LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
960 377 109
(Cusip Number of Class Of Securities)
Michael J. Frey
c/o Kalmia Investors, LLC
601 Carlson Parkway, Suite 200
Minnetonka, MN 55305
(888) 323-3757
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Offeror)
With a copy to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
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CALCULATION OF FILING FEE
================================================================================
TRANSACTION VALUATION:* $43,954,350.00
AMOUNT OF FILING FEE: $3,555.91
* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION ASSUMES
THE PURCHASE OF 79,917 UNITS AT A PURCHASE PRICE OF $550 PER UNIT OF
LIMITED PARTNERSHIP INTEREST IN THE PARTNERSHIP. THE AMOUNT OF THE FILING
FEE, CALCULATED IN ACCORDANCE WITH THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, EQUALS $80.90 PER ONE MILLION DOLLARS OF THE VALUE OF SUCH UNITS.
|X| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filling.
Amount Previously Paid: $3,555.91
Form or Registration No.: 5-54933
Filing Party: Kalmia Investors, LLC
Date Filed: July 24, 2003
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|X| Third-party tender offer subject to Rule 14d-1
|_| Issuer tender offer subject to Rule 13e-4
|_| Going-private transaction subject to Rule 13e-3
|_| Amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
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This Amendment No. 1 amends the Tender Offer Statement on Schedule TO (which
together with this Amendment No. 1 constitutes the "Tender Offer Statement")
filed with the Securities and Exchange Commission on July 24, 2003, and relates
to the offer by Kalmia Investors, LLC, a Delaware limited liability company
("Kalmia" or the "Purchaser"), to purchase up to 79,917 units of limited
partnership interest ("Units") of Westin Hotels Limited Partnership, a Delaware
Limited Partnership (the "Partnership"), at $550 per Unit, without interest
thereon, less the amount of any distributions declared or paid on or after July
7, 2003 in respect of that Unit.
This Amendment No. 1 is filed to reflect the Purchaser's waiver of the condition
of the Offer that at least 58,200 Units be tendered and to extend the Expiration
Date to August 29, 2003 (See Exhibits (a)(1)-5 and (a)(1)-6 included herein).
The information set forth in the Offer to Purchase is incorporated in this
Schedule TO by reference, in answers to Items 1 through 11 of this Tender Offer
Statement.
ITEM 12. EXHIBITS.
(a)(1)-1 Offer to Purchase, dated July 24, 2003*
(a)(1)-2 Agreement of Sale.*
(a)(1)-3 Cover Letter, dated July 24, 2003, from Purchaser to
Unitholders*
(a)(1)-4 Summary Publication of Notice of Offer, dated July 24, 2003*
(a)(1)-5 Press Release of the Purchaser, dated July 29, 2003
(a)(1)-6 Letter, dated July 29, 2003, from the Purchaser to
Unitholders
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Previously filed.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
KALMIA INVESTORS, LLC
By: Smithtown Bay, LLC
Its Manager
By: Global Capital Management, Inc.
Its Manager
By: /s/ Michael J. Frey
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Name: Michael J. Frey
Title: Chief Executive Officer
Dated: July 30, 2003
EXHIBIT INDEX
Exhibit
Number Description Page
- -------- ----------- ----
(a)(1)-1 Offer to Purchase, dated July 24, 2003*
(a)(1)-2 Agreement of Sale*
(a)(1)-3 Cover Letter, dated July 24, 2003, from Purchaser
to Limited Partners*
(a)(1)-4 Summary Publication of Notice of Offer
dated July 24, 2003*
(a)(1)-5 Press Release of the Purchaser, dated July 29, 2003.
(a)(1)-6 Letter, dated July 29, 2003, from the Purchaser to
Unitholders
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Previously filed.