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. 2)
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WESTIN HOTELS LIMITED PARTNERSHIP
(Name of Subject Company)
KALMIA INVESTORS, LLC
MERCED Partners Limited Partnership
Smithtown Bay, LLC
Global Capital Management, Inc.
John D. Brandenborg
Michael J. Frey
(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
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TRANSACTION VALUATION:* $43,954,350.00
AMOUNT OF FILING FEE: $3,555.91
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* 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. 2 amends the Tender Offer Statement on Schedule TO (which
together with Amendment No. 1 thereto and this Amendment No. 2 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. 2 is filed to add certain parties as Purchaser's under the
Schedule TO and to amend the Offer to Purchase by providing Unitholders with
additional information with respect the Kalmia's Offer, including a
clarification of the conditions to Kalmia's offer. (See Exhibits (a)(1)-7 and
(a)(1)-8 included herein).
The information set forth in the Amended Offer to Purchase (including Exhibit
(a)(1)-1) is incorporated in this Schedule TO by reference, in answers to Items
1 through 9 and 11 of this Tender Offer Statement.
ITEM 10. FINANCIAL STATEMENTS.
A summary of the unaudited financial statements of Merced Partners Limited
Partnership ("Merced") is set forth in Section 11 of the Amended Offer to
Purchase ("Certain Information Concerning the Purchaser"), which is incorporated
herein by reference, and a complete set of unaudited financial statements for
Merced for the years ended December 31, 2002 and 2001, and its unaudited
statements of financial condition for the periods ending June 30, 2003 and March
31, 2003, has been filed as Exhibit (a)(1)-8 to this Schedule TO. Merced is the
sole owner of all of the members of the of Kalmia, including its manager,
Smithtown Bay, LLC.
ITEM 12. EXHIBITS.
(a)(1)-1 Offer to Purchase, dated July 24, 2003, as amended on August 4,
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*
(a)(1)-7 Supplement No. 1 to Offer To Purchase For Cash
(a)(1)-8 Unaudited financial statements for the years ended December 31,
2002 and 2001, and unaudited statements of financial condition as
of June 30, 2003 and March 31, 2003, of Merced Partners Limited
Partnership
(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: August 4, 2003
SMITHTOWN BAY, LLC
By: Global Capital Management, Inc.
Its Manager
By: /s/ Michael J. Frey
----------------------
Name: Michael J. Frey
Title: Chief Executive Officer
Dated: August 4, 2003
MERCED PARTNERS LIMITED PARTNERSHIP
By: /s/ Michael J. Frey
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Name: Michael J. Frey
Title: [Insert Title]
Dated: August 4, 2003
GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ Michael J. Frey
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Name: Michael J. Frey
Title: Chief Executive Officer
Dated: August 4, 2003
MICHAEL J. FREY
By: /s/ Michael J. Frey
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Dated: August 4, 2003
JOHN D. BRANDENBORG
By: /s/ John D. Brandenborg
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Dated: August 4, 2003
EXHIBIT INDEX
Exhibit Description Page
Number
- ------ ------------ ----
(a)(1)-1 Offer to Purchase, dated July 24, 2003, as
amended on August 4, 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*
(a)(1)-7 Supplement No. 1 to Offer To Purchase For Cash
(a)(1)-8 Unaudited financial statements for the years
ended December 31, 2002 and 2001, and unaudited
statements of financial condition as of June 30,
2003 and March 31, 2003 of Merced Partners
Limited Partnership
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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*Previously filed.