Exhibit (a)(1)-7
KALMIA INVESTORS, LLC
601 CARLSON PARKWAY, SUITE 200
MINNETONKA, MN 55305
FOR INFORMATION:
(800) 547-0854
October 23, 2003
To Holders of Units of Limited Partnership Interests of Westin Hotels Limited
Partnership
Dear Unit Holder:
On October 6, 2003, Kalmia Investors, LLC ("Kalmia") commenced an offer to
purchase 73,250 Units of Westin Hotels Limited Partnership ("Westin") for
$550/Unit. We urge you to read carefully both our Offer to Purchase, previously
sent to you, and the Partnership's Schedule 14D-9, filed by the General Partner,
on October 16, 2003, and various filings by Starwood Hotel & Resorts Worldwide
Inc ("Starwood").
When deciding whether to tender your units to Kalmia, please consider the
following:
o On August 4, 2003, Starwood filed a "preliminary communication" with
the Securities and Exchange Commission ("SEC") relating to its
intention to make a tender offer to purchase Westin Units for $600 per
Unit. However, over 2 1/2 months later, Starwood has yet to commence
its tender offer.
o Starwood included in its "preliminary communication" a condition that
it must purchase a majority of the outstanding Westin Units. Unless
this condition is met (which Kalmia believes is extremely unlikely),
or modified, Starwood will not purchase any Units in its proposed
offer, if a definitive offer is forthcoming at all.
o The General Partner is remaining neutral with respect to our Offer.
o In its Schedule 14D-9 filed with the SEC, the General Partner outlines
its potential conflict of interest with respect to Starwood's proposed
offer by stating:
"Limited Partners should be aware that, as set forth in Item 3
above, the directors and officers of the General Partner owe
fiduciary duties both to the Partnership and the Limited Partners
and to Starwood in its capacity as sole stockholder of the
General Partner. Accordingly, the directors and officers of the
General Partner may have a conflict of interest with respect to
the Starwood Offer and may not be considered independent of
Starwood. These conflicting fiduciary duties may prevent the
General Partner from being able to objectively evaluate the
Starwood Offer and may cause the General Partner to take actions
(or refrain from taking actions) and to make decisions in
connection with the Offer that may not be in the best interests
of the Limited Partners." (emphasis supplied)
o You will eliminate your Schedule K-1 tax filing if you tender all of
your Units to Kalmia, and we purchase them. In that case, 2003 will be
the final year for which you receive a Schedule K-1 from the
Partnership.
Please be sure to read the General Partner's Schedule 14D-9 for the complete
text of its analysis of the terms of our Offer.
THE OFFER WILL EXPIRE AT 5:00 PM, EASTERN TIME, ON NOVEMBER 7, 2003, SUBJECT TO
ANY EXTENSION. WE ENCOURAGE YOU TO ACT PROMPTLY. BY ACCEPTING THE OFFER, YOU
WILL AGREE THAT WE ARE ENTITLED TO ALL DISTRIBUTIONS MADE BY THE PARTNERSHIP ON
OR AFTER OCTOBER 1, 2003. UNLESS THE GENERAL PARTNER PAYS THE DISTRIBUTION
DIRECTLY TO US OR YOU REMIT THE AMOUNT OF THE DISTRIBUTION TO US, WE WILL REDUCE
OUR PURCHASE PRICE BY THE AMOUNT OF THE DISTRIBUTION. OUR OFFER WILL REMAIN OPEN
AT LEAST TEN BUSINESS DAYS FOLLOWING ANY REDUCTION IN OUR PURCHASE PRICE
RESULTING FROM A DISTRIBUTION MADE BY THE PARTNERSHIP. IF THE OFFER IS EXTENDED
OR A DISTRIBUTION OCCURS WITHIN THE OFFER PERIOD, WE WILL MAKE A PUBLIC
ANNOUNCEMENT. WE RESERVE THE RIGHT TO EXTEND, AMEND OR TERMINATE OUR OFFER ON
THE TERMS SET FORTH IN OUR AMENDED OFFER TO PURCHASE.
BEFORE TENDERING, BE SURE TO READ "RISKS AND FACTORS TO CONSIDER BEFORE
TENDERING" IN THE AMENDED OFFER TO PURCHASE.
To tender your Units, the Agreement of Sale and any other required documents
should be sent or delivered in the pre-addressed envelope that accompanied the
Offer to Purchase that we sent to you on October 6, 2003, by each tendering
Unitholder or its broker, dealer, commercial bank, credit union, trust company
or other nominee to the Purchaser at the following address:
KALMIA INVESTORS, LLC
601 Carlson Parkway, Suite 200
Minnetonka, MN 55305
FOR MORE INFORMATION, FOR FURTHER ASSISTANCE WITH THE PROCEDURE OF TENDERING
YOUR UNITS OR FOR A COMPLETE COPY OF THE AMENDED OFFER TO PURCHASE, PLEASE CALL
THE PURCHASER'S TOLL-FREE INFORMATION LINE AT (800) 547-0854. YOU CAN ALSO FIND
A COMPLETE COPY OF THE AMENDED OFFER TO PURCHASE ON THE SEC WEBSITE
(WWW.SEC.GOV).
21919.0001 437202