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:* $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: $6,863.81
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
| | Amendment to Schedule 13D under Rule 13d-2
================================================================================
This Amendment No. 3 amends the Tender Offer Statement on Schedule TO (which
together with Amendment No. 1, Amendment No. 2 and this Amendment No. 3
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, as amended January 14, 2004 and as further amended January 20, 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.3 is filed to correct a typographical error in the Summary
Term Sheet and to reflect recent correspondence in Section 9 of the Offer to
Purchase (see Exhibit (a)(1)-1, 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 11 of this Tender Offer Statement.
ITEM 12. EXHIBITS.
(a)(1)-1 Offer to Purchase, dated January 20, 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.
- ------
*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 20, 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 20, 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 20, 2004
GLOBAL CAPITAL
MANAGEMENT, INC.
By: /s/ Michael J. Frey
--------------------
Name: Michael J. Frey
Title: Chief Executive Officer
Dated: January 20, 2004
MICHAEL J. FREY
By: /s/ Michael J. Frey
--------------------
Dated: January 20, 2004
JOHN D. BRANDENBORG
By: /s/ John D. Brandenborg
-----------------------
Dated: January 20, 2004
EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- ----
(a)(1)-1 Offer to Purchase, dated January 20, 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.
- ------
*previously filed