Exhibit (a)(1)-9
KALMIA INVESTORS, LLC
601 CARLSON PARKWAY, SUITE 200
MINNETONKA, MN 55305
FOR INFORMATION:
(800) 547-0854
January 14, 2004
Dear Fellow Limited Partner,
Kalmia Investors, LLC ("Kalmia") has raised to 100% the number of Units of
Westin Hotels Limited Partnership that Kalmia is offering to purchase in its
tender offer (the "Offer") for the Units.
o Kalmia is offering to pay $725 in cash for each Unit (which is $25 per
Unit higher than Starwood's Offer), less the amount of any
distributions declared or paid on or after December 31, 2003.
o Kalmia's Offer is higher than the price that the general partner's
financial advisor found to be fair to Unitholders from a financial
point of view.
o Kalmia is now seeking 100% of the Units. Therefore, proration will no
longer apply to our Offer.
o Kalmia will pay the $50 per transfer fee charged by the Partnership.
You will not pay it.
The Time To Act Is Now
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IF YOU HAVE ALREADY TENDERED TO STARWOOD, YOU HAVE ONLY 8 MORE DAYS TO WITHDRAW
YOUR UNITS FROM STARWOOD TO TENDER TO OUR SUPERIOR OFFER.
Remember:
o Our Offer is $25 per Unit higher than Starwood's offer.
o Our Offer has no minimum condition. By contrast, Starwood's offer
includes a non-waivable condition that at least a majority of the
issued and outstanding Units be tendered and not withdrawn. Starwood
will not purchase your Units unless at least 67,801 Units are tendered
to it. We do not believe that Starwood will meet this condition.
o Unlike Starwood, we are not soliciting your consents to change the
Limited Partnership Agreement as part of our Offer.
TO TENDER TO KALMIA, PLEASE READ THE PROCEDURES DESCRIBED IN OUR OFFER TO
PURCHASE AND COMPLETE AND RETURN THE YELLOW AGREEMENT OF SALE THAT YOU HAVE
PREVIOUSLY RECEIVED FROM US. IF YOU HAVE TENDERED TO STARWOOD BUT WANT TO TENDER
TO KALMIA, YOU CAN USE THE ENCLOSED BLUE NOTICE OF WITHDRAWAL TO WITHDRAW YOUR
UNITS, BUT YOU MUST DELIVER IT TO STARWOOD BY JANUARY 23, 2004, THE EXPIRATION
DATE FOR STARWOOD'S OFFER. IF YOU NEED HELP, TELEPHONE US AT 800-547-0854.
You should also take these factors into account in considering our Offer.
o If you are the record owner of Units and you tender your Units to us in the
Offer, you will not have to pay transfer fees, brokerage fees or similar
expenses. The Partnership typically charges a transfer of fee $50 per
Unitholder, and brokers charge sales commissions generally equal to the
greater of $200 or 7-8% of gross proceeds, which you will not have to pay
here. If you own your Units through a broker or other nominee, and your
broker tenders your Units on your behalf, your broker or nominee may charge
you a fee.
o There is no established public market for the Units, although there is a
limited secondary market. If you sell on the secondary market, you may
receive a higher or lower price than our Purchase Price or the historical
prices described above.
o The tender of your Units may be withdrawn at any time prior to the
expiration date of our Offer, including any extensions.
o By tendering, you will give up the opportunity to participate in any future
benefits of ownership, including potential future distributions by the
Partnership. Our Purchase Price may be less than the total amount that you
might otherwise receive with respect to your Units over the remaining term
of the Partnership.
o If as few as 49,226 Units are tendered to us and we accept them for
payment, we will own a majority of the Units, which will give us the
ability to control many decisions of the Unitholders, including the removal
of the General Partner. Please see Section 7 of our Offer, "Purposes and
Effects of the Offer", for a description of those decisions. We have not
calculated a control premium in establishing our Purchase Price for your
Units. We have set a price that in our opinion will induce Unitholders to
tender while allowing us to profit from ownership of the Units. Therefore,
our interests may conflict with yours.
o We will not pay you interest on our Purchase Price.
o The General Partner is required to announce a recommendation regarding our
Offer within 10 business days after the mail date of our Offer or as soon
as possible upon becoming aware of the Offer. The recommendation will be
contained in a Schedule 14D-9 filed with the Securities and Exchange
Commission.
o Starwood could modify the terms of its tender offer to eliminate its
majority condition.
TO ACCEPT OUR OFFER:
1. Please complete the yellow Agreement of Sale which you have previously
received from us (if not otherwise indicated, please note the number of
Units you wish to sell in the signature area of the Agreement of Sale), and
have it MEDALLION SIGNATURE GUARANTEED (this can be done by your broker or
a bank where you have an account).
2. Return the completed yellow Agreement of Sale to us in the pre-addressed
envelope which you have previously received from us.
TO WITHDRAW UNITS FROM STARWOOD'S OFFER:
Please see Section 5 "Withdrawal Rights", of the Starwood Offer to Purchase for
instructions on how to withdraw your tender. For your convenience, a blue Notice
of Withdrawal is enclosed.
TO REVOKE CONSENTS FROM STARWOOD:
Withdrawing your tender from Starwood will not revoke your consents. In order to
revoke your consents, please see Section 4, "Voting and Revocation of Consents",
of Starwood's Consent Solicitation, contained in its Offer to Purchase.
OUR OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON FEBRUARY 9, 2004, subject
to any extension. We encourage you to act promptly. 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. By accepting the Offer,
you will agree that we are entitled to all distributions made by the Partnership
on or after December 31, 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. 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.
BEFORE TENDERING, BE SURE TO READ "RISKS AND FACTORS TO CONSIDER BEFORE
TENDERING" IN THE OFFER TO PURCHASE. Please consider our Offer carefully. If you
have any questions, please telephone us at (800) 547-0854. Thank you for your
consideration.
Very truly yours,
Kalmia Investors, LLC
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KALMIA IS NOT AN AFFILIATE OF THE GENERAL PARTNER OR OF THE PARTNERSHIP.
PLEASE CAREFULLY REVIEW THE OFFER AND YELLOW AGREEMENT OF SALE WHICH YOU HAVE
PREVIOUSLY RECEIVED FROM US. IN ORDER TO TENDER YOUR UNITS YOU MUST PROPERLY
COMPLETE AND DULY EXECUTE THE AGREEMENT OF SALE IN ACCORDANCE WITH THE
INSTRUCTIONS AND RETURN IT TO US.
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THIS LETTER IS NEITHER AN OFFER TO PURCHASE, NOR A SOLICITATION OF AN OFFER TO
SELL THE UNITS. THE OFFER IS MADE ONLY BY THE OFFER TO PURCHASE AND THE RELATED
AGREEMENT OF SALE AND IS NOT BEING MADE TO (NOR WILL TENDERS BE ACCEPTED FROM)
HOLDERS OF UNITS IN ANY JURISDICTION WHICH THE OFFER OR THE ACCEPTANCE THEREOF
WILL NOT BE IN COMPLIANCE WITH THE SECURITIES LAWS OF SUCH JURISDICTION; IN
THOSE JURISDICTIONS WHERE SECURITIES LAWS REQUIRE THE OFFER TO BE MADE BY A
LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF THE
PURCHASER ONLY BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE
LAWS OF SUCH JURISDICTION.
Our Offer will expire at 5:00 p.m., Eastern Time on February 9, 2004, unless
Kalmia, in its sole discretion, shall have extended the period of time for which
the Offer is open.
OUR OFFER CONTAINS IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE OFFER.