-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IxOjhVGXQfAJbWxI0VlgpfSvC9MyrTOdiGW3vJ3on5fqtKVmCvrSrYlUxMSM95Lh 5hHkhkv7HWLKgbXGhWK3Zg== 0000919574-03-001738.txt : 20030908 0000919574-03-001738.hdr.sgml : 20030908 20030908171256 ACCESSION NUMBER: 0000919574-03-001738 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030908 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KALMIA INVESTORS LLC CENTRAL INDEX KEY: 0001255949 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: STE 200 CITY: MINNETONKA STATE: MN ZIP: 55305 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTIN HOTELS LTD PARTNERSHIP CENTRAL INDEX KEY: 0000790549 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 911328985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54933 FILM NUMBER: 03886531 BUSINESS ADDRESS: STREET 1: 777 WESTCHESTER AVE CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 2064435000 MAIL ADDRESS: STREET 1: 2001 SIXTH AVENUE CITY: SEATTLE STATE: WA ZIP: 98121 SC 13D/A 1 d425978_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3) Westin Hotels Limited Partnership - -------------------------------------------------------------------------------- (Name of Issuer) Units of Limited Partnership Interests - -------------------------------------------------------------------------------- (Title of Class of Securities) 960 377 109 - -------------------------------------------------------------------------------- (CUSIP Number) Michael J. Frey c/o Kalmia Investors, LLC 601 Carlson Parkway, Suite 200 Minnetonka, MN 55304 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 29, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 960377109 ----------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kalmia Investors, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 17,641 8. SHARED VOTING POWER 9. SOLE DISPOSITIVE POWER 17,641 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,641 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.01% 14. TYPE OF REPORTING PERSON 00 CUSIP No. 960377109 ----------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Smithtown Bay, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 17,641 8. SHARED VOTING POWER 9. SOLE DISPOSITIVE POWER 17,641 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,641 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.01% 14. TYPE OF REPORTING PERSON 00 CUSIP No. 960377109 ----------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Merced Partners Limited Partnership 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 17,641 8. SHARED VOTING POWER 9. SOLE DISPOSITIVE POWER 17,641 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,641 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.01% 14. TYPE OF REPORTING PERSON 00 CUSIP No. 960377109 ----------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Global Capital Management, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 17,641 8. SHARED VOTING POWER 9. SOLE DISPOSITIVE POWER 17,641 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,641 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.01% 14. TYPE OF REPORTING PERSON 00 CUSIP No. 960377109 ----------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael J. Frey 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 17,641 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 17,641 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,641 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.01% 14. TYPE OF REPORTING PERSON IN CUSIP No. 960377109 ----------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John D. Brandenborg 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 17,641 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 13.01% 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,641 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.01% 14. TYPE OF REPORTING PERSON PN CUSIP No. 960377109 ----------- This Amendment No. 3 to Schedule 13D (the "Schedule") relates to the tender offer filed on July 24, 2003 on Schedule TO, as amended, by Kalmia Investors, LLC, a Delaware limited liability company, to purchase up to 79,917 units of limited partnership interests ("Units") of Westin Hotels Limited Partnership, a Delaware limited partnership (the "Issuer"), for a purchase price of $550 per Unit, without interest, and less the amount of any distributions declared or paid on or after July 7, 2003 in respect of each Unit, upon the terms and conditions set forth in the related Agreement of Sale (also filed on July 24, 2003)(collectively with the Schedule TO, the "Offer"). As of 5:00 pm, Eastern time, on Friday, August 29, 2003, 6,658 Units have been validly tendered and not withdrawn, and payment is expected to be made as promptly as practicable after the Issuer processes the transfer of such Units on its books and records. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. The total amount of funds required by Kalmia to purchase the tendered Units is $3,661,900. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. As of 5:00 pm, Eastern time, on Friday, August 29, 2003, 6,658 Units, at a price $550 per Unit, have been validly tendered and not withdrawn, and payment is expected to be made as promptly as practicable after the Issuer processes the transfer of such Units on its books and records. As of August 29, 2003, the Reporting Persons may be deemed to be the beneficial owner of 17,641 Units, or 13.01% of the outstanding Units of the Issuer. - -------------------------------------------------------------------------------- SIGNATURE After reasonable 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. September 8, 2003 ----------------- (Date) 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 SMITHTOWN BAY, LLC By: Global Capital Management, Inc. Its Manager By: /s/ Michael J. Frey --------------------- Name: Michael J. Frey Title: Chief Executive Officer MERCED PARTNERS LIMITED PARTNERSHIP By: /s/ Michael J. Frey --------------------- Name: Michael J. Frey Title: Chief Executive Officer GLOBAL CAPITAL MANAGEMENT, INC. By: /s/ Michael J. Frey --------------------- Name: Michael J. Frey Title: Chief Executive Officer MICHAEL J. FREY /s/ Michael J. Frey ------------------- JOHN J. BRANDENBORG /s/ John D. Brandenborg ----------------------- Exhibit A Agreement Each of the undersigned agree that this Amendment No. 3 to Schedule 13D dated September 8, 2003 relating to the limited partnership interests of Westin Hotels Limited Partnership is being filed on behalf of the undersigned. 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 SMITHTOWN BAY, LLC By: Global Capital Management, Inc. Its Manager By: /s/ Michael J. Frey --------------------- Name: Michael J. Frey Title: Chief Executive Officer MERCED PARTNERS LIMITED PARTNERSHIP By: /s/ Michael J. Frey --------------------- Name: Michael J. Frey Title: Chief Executive Officer GLOBAL CAPITAL MANAGEMENT, INC. By: /s/ Michael J. Frey --------------------- Name: Michael J. Frey Title: Chief Executive Officer MICHAEL J. FREY /s/ Michael J. Frey ------------------- JOHN J. BRANDENBORG /s/ John D. Brandenborg ----------------------- 21919.0001 #425978 -----END PRIVACY-ENHANCED MESSAGE-----