UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14D-9/A
SOLICITATION/ RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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 PERSON(S) FILING STATEMENT)
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
TABLE OF CONTENTS
Item 9. Exhibits.
Signature
Exhibit (a)(3)
INTRODUCTION
This Amendment No. 2 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and Exchange
Commission by Kalmia Investors, LLC ("Kalmia") on November 17, 2003, as amended
November 17, 2003. The purpose of this Amendment No. 2 to the Schedule 14D-9 is
to include a second letter to the Unitholders, dated December 1, 2003, as
Exhibit (a)(3). All other information is unchanged.
The information set forth in the Schedule 14D-9 filed November 17, 2003, as
amended November 17, 2003, is incorporated by reference in this Amendment No. 2
to the Schedule 14D-9 in Items 1 through 8.
Item 9. Exhibits.
Exhibit No. Description
(a)(1) Letter to Limited Partners dated November 17, 2003 issued by
Kalmia.*
(a)(2) Form of withdrawal from WLP Acquisition LLC's tender offer.*
(a)(3) Letter to Limited Partners dated December 1, 2003 issued by
Kalmia.
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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
December 1, 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: December 1, 2003
MERCED PARTNERS LIMITED PARTNERSHIP
By: /s/ Michael J. Frey
-------------------
Name: Michael J. Frey
Title: Chief Executive Officer
Dated: December 1, 2003
GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ Michael J. Frey
-------------------
Name: Michael J. Frey
Title: Chief Executive Officer
Dated: December 1, 2003
MICHAEL J. FREY
By: /s/ Michael J. Frey
Dated: December 1, 2003
JOHN D. BRANDENBORG
By: /s/ John D. Brandenborg
-----------------------
Dated: December 1, 2003
Dated December 1, 2003