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. 3)
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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
================================================================================
TRANSACTION VALUATION:* $40,287,500.00
AMOUNT OF FILING FEE: $3,259.26
================================================================================
* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION ASSUMES
THE PURCHASE OF 73,250 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: $3,259.26
Form or Registration No.: 5-54933
Filing Party: Kalmia Investors, LLC
Date Filed: October 6, 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. 3 amends the Tender Offer Statement on Schedule TO (which
together with the Amendment No. 1, Amendment No. 2 thereto and this Amendment
No. 3 constitutes the "Tender Offer Statement") filed with the Securities and
Exchange Commission on October 6, 2003, and relates to the offer by Kalmia
Investors, LLC, a Delaware limited liability company, and Merced Partners
Limited Partnership, Smithtown Bay, LLC, Global Capital Management, Inc., John
D. Brandenborg and Michael J. Frey, which are collectively referred to as
"Purchaser", to purchase up to 73,250 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 October 1, 2003, in respect of
that Unit, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated October 6, 2003, and in the related Agreement of Sale (which,
together with any amendments or supplements, constitute the "Offer").
Unitholders who tender their Units to us will not be obligated to pay the $50.00
transfer fee per transferring Unitholder charged by the Partnership, as this
cost will be borne by the Purchaser. The 73,250 Units specified above constitute
approximately 54% of the outstanding Units.
This Amendment No. 3 is filed to make certain changes to the Offer to Purchase,
and to replace Exhibit (a)(1)-1 with Exhibit (a)(1)-1 included herein. (See
Exhibit (a)(1)-1 included herein).
The information set forth in the Amended Offer to Purchase is incorporated in
this Tender Offer Statement by reference, in answers to Items 1 through 11 of
this Tender Offer Statement.
ITEM 12. EXHIBITS.
(a)(1)-1 Offer to Purchase, dated October 6, 2003, as amended October 21
and as further amended October 28, 2003.
(a)(1)-2 Agreement of Sale.*
(a)(1)-3 Cover Letter, dated October 6, 2003, from Purchaser to
Unitholders.*
(a)(1)-4 Summary Publication of Notice of Offer dated October 6, 2003.*
(a)(1)-5 Unaudited financial statements for the years ended December 31,
2002 and 2001, and unaudited statements of financial condition as
of August 31, 2003, June 30, 2003 and March 31, 2003, of Merced
Partners Limited Partnership.*
(a)(1)-6 Press Release of the Purchaser, dated October 6, 2003.*
(a)(1)-7 Letter dated October 23, 2003, from the Purchaser to Unitholders.*
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
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
-------------------
Name: Michael J. Frey
Title: Chief Executive Officer
Dated: October 28, 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: October 28, 2003
MERCED PARTNERS LIMITED PARTNERSHIP
By: /s/ Michael J. Frey
-------------------
Name: Michael J. Frey
Title: Chief Executive Officer
Dated: October 28, 2003
GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ Michael J. Frey
-------------------
Name: Michael J. Frey
Title: Chief Executive Officer
Dated: October 28, 2003
MICHAEL J. FREY
By: /s/ Michael J. Frey
-------------------
Dated: October 28, 2003
JOHN D. BRANDENBORG
By: /s/ John D. Brandenborg
-----------------------
Dated: October 28, 2003
EXHIBIT INDEX
Exhibit
Number Description Page
- ----------- ------------ ------
(a)(1)-1 Offer to Purchase, dated October 6, 2003, as
amended on October 21, 2003 and as further
amended October 28, 2003.
(a)(1)-2 Agreement of Sale.*
(a)(1)-3 Cover Letter, dated October 6, 2003, from
Purchaser to Limited Partners.*
(a)(1)-4 Summary Publication of Notice of Offer dated
October 6, 2003.*
(a)(1)-5 Unaudited financial statements for the years
ended December 31, 2002 and 2001, and
unaudited statements of financial condition
as of August 31, 2003, June 30, 2003 and
March 31, 2003, of Merced Partners Limited
Partnership.*
(a)(1)-6 Press Release of the Purchaser, dated October
6, 2003.*
(a)(1)-7 Letter dated October 23, 2003, from the
Purchaser to Unitholders. *
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
- ----------
*Previously Filed
21919.0001 #438307