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. 2)
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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:* $84,843,125
AMOUNT OF FILING FEE: $6,863.81
================================================================================
* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION ASSUMES
THE PURCHASE OF 117,025 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.
|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: $2,932.63
Form or Registration No.: 005-54933
Filing Party: Kalmia Investors, LLC
Date Filed: January 8, 2004
[_] 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: ?
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This Amendment No. 2 amends the Tender Offer Statement on Schedule TO (which
together with Amendment No. 1 thereto and this Amendment No. 2 constitutes the
"Tender Offer Statement") filed with the Securities and Exchange Commission on
January 8, 2004, 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 117,025 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.
This Amendment No.2 is filed to increase in the amount of Units requested from
50,000 Units to 117,025 Units (which together with those already owned by the
Purchaser constitute 100% of the outstanding Units), to reflect the receipt of a
letter from counsel to Westin Realty Corp. by the Purchaser dated January 6,
2004, and to amend Item 5 of the Schedule TO to reflect such communications, to
reflect the issuance of a press release by the Purchaser dated January 14, 2004
(see Exhibit (a)(1)-8, included herein) and to reflect the mailing of a letter
by the Purchaser to Unitholders dated January 14, 2004 (see Exhibit (a)(1)-9
included herein).
The information set forth in the Offer to Purchase (see Exhibit (a)(1)-1
included herein) is incorporated in this Schedule TO by reference, in answers to
Items 1 through 4 and Items 6 through 11 of this Tender Offer Statement.
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 5 of the Schedule TO is hereby amended and supplemented to amend and
supplement the information set forth in Section 9 "Past Contacts, Transactions,
Negotiations an Agreements" of the Offer to Purchase as follows:
On January 6, 2004, counsel to Weston Realty Corp., the general partner of
the Partnership, sent a letter to the Purchaser responding to the Purchaser's
request for documents.
ITEM 12. EXHIBITS.
(a)(1)-1 Offer to Purchase, dated January 14, 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.*
(a)(1)-7 Letter to General Partner from Purchaser, dated January 9, 2004.*
(a)(1)-8 Press Release of the Purchaser, dated January 14, 2004.
(a)(1)-9 Letter dated January 14, 2003, from the Purchaser to Unitholders.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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*previously filed
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 14, 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 14, 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 14, 2004
GLOBAL CAPITAL
MANAGEMENT, INC.
By: /s/ Michael J. Frey
-----------------------------
Name: Michael J. Frey
Title: Chief Executive Officer
Dated: January 14, 2004
MICHAEL J. FREY
By: /s/ Michael J. Frey
-----------------------------
Dated: January 14, 2004
JOHN D. BRANDENBORG
By: /s/ John D. Brandenborg
----------------------------
Dated: January 14, 2004
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ------------ ----
(a)(1)-1 Offer to Purchase, dated January 14, 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.*
(a)(1)-7 Letter to General Partner from Purchaser, dated
January 9, 2004.*
(a)(1)-8 Press Release of the Purchaser, dated January 14,
2004.
(a)(1)-9 Letter dated January 14, 2003, from the Purchaser
to Unitholders.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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*previously filed