WESTIN HOTELS LIMITED PARTNERSHIP
KALMIA INVESTORS, LLC
FEBRUARY 1, 1999
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OFFER TO PURCHASE
WESTIN HOTELS LIMITED PARTNERSHIP UNITS
FOR
$1,000 CASH PER UNIT
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KALMIA IS NOT AN AFFILIATE OF THE GENERAL PARTNER OR OF THE PARTNERSHIP.
PLEASE CAREFULLY REVIEW THE ENCLOSED TENDER OFFER.
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PAYMENT TO YOU WILL BE MADE WITHIN 5 BUSINESS DAYS FROM (i) MARCH 2, 1999,
THE "EXPIRATION DATE" OF THE OFFER (UNLESS EXTENDED), AND (ii) AFTER WRITTEN
NOTIFICATION FROM THE PARNERSHIP THAT YOUR ADDRESS ON THE RECORDS OF THE
PARTNERSHIP
HAS BEEN CHANGED TO XXXXXX'S ADDRESS. THE GENRAL PARTNER HAS AGREED TO
MAKE THE ADDRESS CHANGE SO A SELLER CAN BE PAID.
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AN AGREEMENT OF SALE IS ENCLOSED WHICH YOU MUST PROPERLY COMPLETE AND DULY
EXECUTE IN ACCORDANCE WITH THE INSTRUCTIONS AND RETURN TO KALMIA.
PLEASE CALL US AT (000) 000-0000, IF YOU HAVE ANY QUESTIONS.
THANK YOU FOR YOUR CONSIDERATION OF OUR OFFER.
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1650 HOTEL CIRCLE NORTH, SUITE 200 . SAN DIEGO, CA 92108 . (000) 000-0000 .
FACSIMILE (000) 000-0000
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE, NOR A SOLICITATION OF AN
OFFER TO SELL THE SECURITIES. THE OFFER IS MADE ONLY BY THE OFFER TO PURCHASE
AND THE RELATED AGREEMENT OF SALE AND IS NOT BEING MADE (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.
NOTICE OF OFFER TO PURCHASE FOR CASH
UP TO 4,900 UNITS OF LIMITED PARTNERSHIP INTERESTS (THE "UNITS")
OF WESTIN HOTELS LIMITED PARTNERSHIP (THE "PARTNERSHIP")
BY KALMIA INVESTORS, LLC, A DELAWARE LIMITED LIABILITY COMPANY
(THE "PURCHASER")
The Purchaser is offering to purchase for cash up to 4,900 Units held by the
Limited Partners of the Partnership (the "Unit Holders") at $1,000 per Unit upon
the terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase and in the related Agreement of Sale (which together constitute the
"Offer" and the "Tender Offer Documents").
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
TUESDAY, MARCH 2, 1999, UNLESS THE OFFER IS EXTENDED.
Funding for the purchase of the Units will be provided through the
Purchaser's existing working capital.
The Offer will expire at 12:00 midnight, Eastern Time on March 2, 1999, and
unless and until the Purchaser, in its sole discretion, shall have extended the
period of time for which the Offer is open (such date and time, as extended the
"Expiration Date").
If the Purchaser makes a material change in the terms of the Offer, or if
they waive a material condition to the Offer, the Purchaser will extend the
Offer and disseminate additional tender offer materials to the extent required
by Rules 14d-4(c) and 14d-6(d) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The minimum period during which an offer must
remain open following any material change in the terms of the Offer, other than
a change in price or a change in percentage of securities sought will depend
upon the facts and circumstances including the materiality of the change with
respect to a change in price or, subject to certain limitations, a change in the
percentage of securities sought. A minimum of ten business days from the date
of such change is generally required to allow for adequate dissemination to Unit
Holders. Accordingly, if prior to the Expiration Date, the Purchaser increases
(other than increases of not more than two percent of the outstanding Units) or
decreases the number of Units being sought, or increases or decreases the
consideration offered pursuant to the Offer, and if the Offer is scheduled to
expire at any time earlier than the period ending on the tenth business day from
the date that notice of such increase or decrease is first published, sent or
given to Unit Holders, the Offer will be extended at least until the expiration
of such tenth business day. For purposes of the Offer, a "business day" means
any day other than a Saturday, Sunday or federal holiday and consists of the
time period from 12:01 a.m. through 12:00 midnight, Eastern Time.
In all cases payment for the Units purchased pursuant to the Offer will be
made only after timely receipt of the Agreement of Sale, properly completed and
duly executed, with any required signature guarantees, and any other documents
required by such Agreement of Sale.
Tenders of Units made pursuant to the Offer are irrevocable, except that
Unit Holders who tender their Units in response to the Offer will have the right
to withdraw their tendered Units at any time prior to the Expiration Date by
sending a written notice of withdrawal to the Purchaser specifying the name of
the person who
tendered the Units to be withdrawn. In addition, tendered Units may be
withdrawn at any time after April 2, 1999, unless the tender has theretofore
been accepted for payment as provided above.
If tendering Unit Holders tender more than the number of Units that the
Purchaser seeks to purchase pursuant to the Offer, the Purchaser will take into
account the number of Units so tendered and take up and pay for as nearly as may
be pro rata, disregarding fractions, according to the number of Units tendered
by each tendering Unit Holder during the period during which the Offer remains
open.
The terms of the Offer are more fully set forth in the formal Tender Offer
Documents which are available from the Purchaser. The Offer contains terms and
conditions and the information required by Rule 14d-6(e)(l)(vii) under the
Exchange Act which are incorporated herein by reference.
THE TENDER OFFER DOCUMENTS CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE
READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
The Tender Offer Documents may be obtained by written request as set forth
below.
The Tender Offer Documents and, if required, other relevant materials will
be mailed to record holders of Units or persons who are listed as participants
in a clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Units.
FOR COPIES OF THE TENDER OFFER DOCUMENTS CALL THE DEPOSITORY TOLL FREE AT
0-000-000-0000 OR MAKE A WRITTEN REQUEST ADDRESSED TO XXXXX CAPITAL, LLC,
0000 XXXXX XXXXXX XXXXX, XXXXX 000, XXX XXXXX, XXXXXXXXXX 00000.
February 1, 1999
