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
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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:* $36,250,000
AMOUNT OF FILING FEE: $2,932.63
* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION ASSUMES
THE PURCHASE OF 50,000 UNITS AT A PURCHASE PRICE OF $725 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.
================================================================================
|_| 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: Not Applicable
Form or Registration No.: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable
|_| 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
|X| 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: |_|
================================================================================
This Tender Offer Statement on Schedule TO 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 50,000 units of limited partnership interest ("Units") of Westin
Hotels Limited Partnership, a Delaware Limited Partnership (the "Partnership"),
at $725 per Unit, without interest thereon, less the amount of any distributions
declared or paid on or after December 31, 2003, in respect of that Unit, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated January 8, 2004, and in the related Agreement of Sale (which, together
with any amendments or supplements, constitute the "Offer"), copies of which are
attached as Exhibits (a)(1)-1 and (a)(1)-2, respectively. 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 50,000 Units specified above constitute approximately 37%
of the outstanding Units.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the "Summary Term Sheet" of the Offer to Purchase
is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
The name of the subject company is Westin Hotels Limited Partnership (the
"Partnership"), a Delaware limited partnership, and the address of its business
office is 1111 Westchester Avenue, White Plains, New York 10604. The
Partnership's telephone number is (800) 323-5888.
The information set forth in the "Introduction" and Section 7 ("Purpose and
Effect of the Offer") of the Offer to Purchase is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The information set forth in Section 11 ("Certain Information Concerning the
Purchaser") of the Offer to Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the "Introduction", Section 1 ("Terms of the
Offer"), Section 2 ("Acceptance for Payment and Payment for Units"), Section 3
("Procedures for Tendering Units"), Section 4 ("Withdrawal Rights"), Section 5
("Extension of Tender Period; Termination; Amendment") and Section 6 ("Certain
U.S. Federal Income Tax Considerations") of the Offer to Purchase is
incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTION, NEGOTIATIONS AND AGREEMENTS.
The information set forth in Section 9 ("Past Contacts, Transactions,
Negotiations an Agreements") of the Offer to Purchase is incorporated herein by
reference.
ITEM 6. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE OFFEROR.
The information set forth in the "Introduction", Section 7 ("Purpose and Effects
of the Offer") and Section 8 ("Future Plans") of the Offer to Purchase is
incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 12 ("Source and Amount of Funds") of the
Offer to Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in the "Introduction" and Section 11 ("Certain
Information Concerning the Purchaser") of the Offer to Purchase is incorporated
herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The Purchaser has not directly or indirectly employed, retained or compensated
anyone to make solicitations or recommendations in connection with this Offer.
The Purchaser has not employed or used, nor will it employ or use, any employees
or corporate assets of the Partnership in connection with this Offer.
The information set forth in the "Introduction" and Section 15 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
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 November 30, 2003,
September 30, 2003, June 30, 2003, and March 31, 2003 has been filed as Exhibit
(a)(1)-5 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 11. ADDITIONAL INFORMATION.
The information set forth in the "Introduction," Section 7 ("Purpose and Effects
of the Offer"), Section 9 ("Past Contacts and Negotiations with General
Partner") and Section 14 ("Certain Legal Matters and Required Regulatory
Approvals") of the Offer to Purchase is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)-1 Offer to Purchase, dated January 8, 2004.
(a)(1)-2 Agreement of Sale.
(a)(1)-3 Cover Letter, dated January 8, 2004, from Purchaser to
Unitholders.
(a)(1)-4 Summary Publication of Notice of Offer, dated January 8,
2004.
(a)(1)-5 Unaudited financial statements for the years ended December
31, 2002 and 2001, and unaudited statements of financial
condition as of November 30, 2003, September 30, June 30,
2003 and March 31, 2003, of Merced Partners Limited
Partnership.
(a)(1)-6 Notice of Withdrawal of Previously Tendered Units of Limited
Partnership Interest of Westin Hotels Limited Partnership to
WHLP Acquisition LLC.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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: January 8, 2004
SMITHTOWN BAY, LLC
By: Global Capital Management, Inc.
Its Manager
By: /s/ Michael J. Frey
-------------------
Name: Michael J. Frey
Title: Chief Executive Officer
Dated: January 8, 2004
MERCED PARTNERS LIMITED PARTNERSHIP
By: Global Capital Management, Inc.
Its General Partner
By: /s/ Michael J. Frey
-------------------
Name: Michael J. Frey
Title: Chief Executive Officer
Dated: January 8, 2004
GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ Michael J. Frey
-------------------
Name: Michael J. Frey
Title: Chief Executive Officer
Dated: January 8, 2004
MICHAEL J. FREY
By: /s/ Michael J. Frey
-------------------
Dated: January 8, 2004
JOHN D. BRANDENBORG
By: /s/ John D. Brandenborg
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Dated: January 8, 2004
EXHIBIT INDEX
Exhibit Description Page
Number
- ---------------- ----------------- --------
(a)(1)-1 Offer to Purchase, dated January 8, 2004.
(a)(1)-2 Agreement of Sale.
(a)(1)-3 Cover Letter, dated January 8, 2004, from
Purchaser to Limited Partners.
(a)(1)-4 Summary Publication of Notice of Offer dated
January 8, 2004.
(a)(1)-5 Unaudited financial statements for the years
ended December 31, 2002 and 2001, and
unaudited statements of financial condition
as of November 30, 2003, September 30, 2003,
June 30, 2003 and March 31, 2003, of Merced
Partners Limited Partnership.
(a)(1)-6 Notice of Withdrawal of Previously Tendered
Units of Limited Partnership Interest of
Westin Hotels Limited Partnership to WHLP
Acquisition LLC.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.