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. 5)
----------------
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
================================================================================
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: |X|
================================================================================
This Amendment No. 5 amends the Tender Offer Statement on Schedule TO (which
together with Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment
No. 4 thereto and this Amendment No. 5 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"), and Merced Partners Limited Partnership,
Smithtown Bay, LLC, Global Capital Management, Inc., John D. Brandenborg and
Michael J. Frey, 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 in cash, without interest thereon, less
the amount of any distributions declared or paid on or after July 7, 2003, in
respect of that Unit. upon the terms and conditions set forth in the Offer to
Purchase, dated July 24, 2003, as amended on August 4, 2003 (the "Offer to
Purchase"), and in the related Agreement of Sale and accompanying documents.
Terms not otherwise defined herein shall have the meanings ascribed to them in
the Tender Offer Statement and the Offer to Purchase.
This Amendment No. 5 is filed to reflect the issuance of a new press release on
September 8, 2003 to make certain corrections to the press release issued
September 2, 2003, and to replace Exhibit (a)(1)-10 with Exhibit (a)(1)-10
included herein. (See Exhibit (a)(1)-10 included herein).
The information set forth in the Offer to Purchase is incorporated in this
Tender Offer Statement by reference, in answer to Items 1 through 11 of this
Tender Offer Statement, except as otherwise set forth below.
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 the 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*
(a)(1)-9 Letter, dated August 18, 2003, from the Purchaser to Unitholders*
(a)(1)-10 Press Release of the Purchaser, dated September 8, 2003
(a) Not applicable.
(a) Not applicable.
(a) Not applicable.
(a) Not applicable.
- --------------------------------------------------------------------------------
*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
-------------------
Name: Michael J. Frey
Title: Chief Executive Officer
Dated: September 8, 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: September 8, 2003
MERCED PARTNERS LIMITED
PARTNERSHIP
By: /s/ Michael J. Frey
-------------------
Name: Michael J. Frey
Title: Chief Executive Officer
Dated: September 8, 2003
GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ Michael J. Frey
-------------------
Name: Michael J. Frey
Title: Chief Executive Officer
Dated: September 8, 2003
MICHAEL J. FREY
By: /s/ Michael J. Frey
-------------------
Dated: September 8, 2003
JOHN D. BRANDENBORG
By: /s/ John D. Brandenborg
-----------------------
Dated: September 8, 2003
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------------- -----
(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 the
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*
(a)(1)-9 Letter, dated August 18, 2003, from the Purchaser
to Unitholders*
(a)(1)-10 Press Release of the Purchaser, dated September
8, 2003
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
- ---------------------------
*Previously filed.
21919.0001 #427135