sc13d

-----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, BB5IRPjSbwnXlMkCa3WCABU4x61X1/bsgxbT8nW/rFFXFjuy511m5fzQtbX1wMpO sAXeJu6W7UBc0pM4SX5ugA== 0000950153-04-000503.txt : 20040302 0000950153-04-000503.hdr.sgml : 20040302 20040301190116 ACCESSION NUMBER: 0000950153-04-000503 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040302 GROUP MEMBERS: WHLP ACQUISITION LLC 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-54933 FILM NUMBER: 04640711 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STARWOOD HOTEL & RESORTS WORLDWIDE INC CENTRAL INDEX KEY: 0000316206 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521193298 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1111 WESTCHESTER AVENUE CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 9146408100 MAIL ADDRESS: STREET 1: 2231 E CAMELBACK RD. 4TH FL STREET 2: SUITE 4O0 CITY: PHOENIX STATE: AZ ZIP: 85016 FORMER COMPANY: FORMER CONFORMED NAME: STARWOOD LODGING CORP DATE OF NAME CHANGE: 19950215 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL INVESTORS CORP DATE OF NAME CHANGE: 19920703 SC 13D 1 p68851sc13d.htm SC 13D sc13d

OMB APPROVAL

OMB Number: 3235-0145

Expires: December 31, 2005

Estimated average burden
hours per response...11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

WESTIN HOTELS LIMITED PARTNERSHIP

(Name of Issuer)

UNITS OF LIMITED PARTNERSHIP INTEREST

(Title of Class of Securities)

960 377 109

(Cusip Number)

Kenneth S. Siegel, Esq.
Executive Vice President, General Counsel and Secretary
Starwood Hotels & Resorts Worldwide, Inc.
1111 Westchester Avenue
White Plains, NY 10604
(914) 640-8100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

COPY TO:
Thomas W. Christopher, Esq.
Kirkland & Ellis LLP
153 E. 53rd Street
New York, NY 10022
(212) 446-4800

February 20, 2004

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 (“Act”) 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. 960 377 109 Page 2 of 8

1. Name of Reporting Person:
WHLP Acquisition LLC I.R.S. Identification Nos. of above persons (entities only):
52-1193298

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):
AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
0

8. Shared Voting Power:
33,799

9. Sole Dispositive Power:
0

10. Shared Dispositive Power:
33,799

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
33,799

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
24.9%

14. Type of Reporting Person (See Instructions):
OO

CUSIP No. Page 3 of 8

1. Name of Reporting Person:
Starwood Hotels & Resorts Worldwide, Inc. I.R.S. Identification Nos. of above persons (entities only):
52-1193298

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):
WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Maryland

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
0

8. Shared Voting Power:
33,799

9. Sole Dispositive Power:
0

10. Shared Dispositive Power:
33,799

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
33,799

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
24.9%

14. Type of Reporting Person (See Instructions):
CO

Item 1. Security and Issuer.

The class of equity security to which this statement relates is the unit of limited partnership interest (“Unit”) in Westin Hotels Limited Partnership, a Delaware limited partnership (the “Issuer”). The name and address of the principal executive offices of the Issuer are 1111 Westchester Avenue, White Plains, NY 10604.

Item 2. Identity and Background.

This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”).

(a)-(c) This statement is being filed by WHLP Acquisition LLC (“Acquisition LLC”), a Delaware limited liability company, and Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), a Maryland corporation (collectively, the “Reporting Persons”).

Acquisition LLC is a Delaware limited liability company formed for the sole purpose of investing in the Units. The sole member of Acquisition LLC is Starwood. Starwood is a hotel and leisure company with brand names that include Sheraton®, Westin®, Four Points®, St. Regis®, W®, and The Luxury Collection®. The principal executive offices of the Reporting Persons are located at 1111 Westchester Avenue, White Plains, NY 10604.

(d)-(e) During the last five years, neither of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The total amount of funds required by the Reporting Persons to purchase the 33,799 Units is $24,842,265. All of such funds have been or will be paid from Starwood’s cash on hand.

The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.

Item 4. Purpose of Transaction.

The Reporting Persons acquired their beneficial interest in Units as a result of their tender offer for all Units made pursuant to their Offer to Purchase and Solicitation Statement, dated November 4, 2003, as amended and supplemented (the “Offer”). The purpose of the Offer was to invest in, and potentially to acquire control of the entire equity interest in, the Issuer. The investment allows the Reporting Persons to enjoy the following benefits with respect to the Units they beneficially own: (i) the right to benefit from any appreciation in the value of the Issuer or its primary asset, the Westin Michigan Avenue Hotel (the “Hotel”), (ii) the right to receive distributions after either a sale of the Hotel or a

refinancing of the loan secured by the Hotel, if any, or (iii) the right to benefit from any cash distributions from the Issuer in the ordinary course of business.

The Reporting Persons may seek to acquire additional Units through open market purchases, privately negotiated transactions, a tender or exchange offer or other transaction or combination of the foregoing on such terms and at such prices as the Reporting Persons may determine, which may be different from the price paid in the Offer. The Reporting Persons also reserve the right to dispose of Units that they have acquired or may acquire.

Prior to the recent announcement by Kalmia Investors, LLC (“Kalmia”), another beneficial owner of Units, that it intended in the near future to call for a vote by the limited partners of the Issuer to seek to replace the general partner of the Issuer and instruct the new general partner of the Issuer to auction the Hotel and conduct a liquidation of the Issuer, the Reporting Persons had no plans to effect any extraordinary transactions involving the Issuer’s property and did not expect to change the board of directors of the general partner of the Issuer or the management or operations of the Issuer. As a result of Kalmia’s actions, however, the Reporting Persons are considering a variety of possible actions, which could include supporting an auction or other sale of the Issuer or the Hotel initiated by another person or participating as a potential purchaser in such an auction or sale.

In connection with the Offer, the Reporting Persons have implemented an information screen intended to prevent the unintended exchange of information between the Reporting Persons, their affiliates and legal counsel, on the one hand, and the general partner of the Issuer, its financial advisors and legal counsel, on the other hand, with respect to certain matters related to the Offer and other tender offers for Units, including by Kalmia. The primary purpose of the information screen was to seek to create a structure under which the Offer was treated, to the greatest extent possible, as an arms-length transaction. Starwood has made no decision as to whether the information screen will remain in place while any strategic alternatives are being considered or while Kalmia is pursuing its plans.

Except as set forth in the preceding paragraphs, as of the date hereof, the Reporting Persons do not have any plan or proposal that relates to or would result in the types of transactions set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future.

The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

(a) As of the date hereof, the Reporting Persons beneficially own an aggregate of 33,799 Units, or approximately 24.9% of the total issued and outstanding Units of the Issuer. This number includes (i) 31,544 Units the transfer of which is expected to be recognized by the Issuer on March 31, 2004 (the “March Units”), (ii) 1,670 Units the transfer of which is expected to by recognized by the Issuer on June 30, 2004 (the “June Units”) and (iii) 585 Units the transfer of which is expected to be recognized by the Issuer on September 30, 2004 (the “September Units”). In accordance with limited relief Starwood received from the staff of the Securities and Exchange Commission, the Reporting Persons (i) will pay the transferring limited partners the $735 per Unit purchase price for the March Units and June Units promptly following the Issuer’s

confirmation that it will recognize the transfer of these Units to the Reporting Persons on March 31, 2004 and June 30, 2004, respectively, although the Reporting Persons will not be able to take title to such Units until March 31, 2004 and June 30, 2004, respectively, and (ii) will pay the transferring limited partners the $735 per Unit purchase price for the September Units promptly following recognition of their transfer on or after September 30, 2004. The Reporting Persons reserve the right, in their sole discretion, to pay for any or all of the September Units earlier than the date on which their transfer is recognized. Limited partners will retain the right to receive any dividends made in respect of the September Units they own until the Reporting Persons pay for such Units. The number of Units the beneficial ownership of which is reported in this Schedule is subject to final confirmation with the Issuer.

(b) By virtue of their parent-subsidiary relationship, each of the Reporting Persons may be deemed to have shared voting and dispositive power over the shares owned by the other. Each of the Reporting Persons has: (i) sole power to vote or to direct the vote of 0 Units; (ii) shared power to vote or direct the vote of 33,799 Units; (iii) sole power to dispose or to direct the disposition of 0 Units; and (iv) shared power to dispose or direct the disposition of 33,799 Units.

(c) Except for the transactions set forth above, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons in the last 60 days.

(d) Except as stated in this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Units reported by this statement.

(e) Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Units, except for the Offer and the related Agreements of Assignment and Transfer (each, an “Agreement”) relating to the Units. The Units have been acquired in accordance with the terms of and conditions to the Offer and by the former holders thereof entering into the Agreements. A Form of Agreement (the “Form”) is attached as Exhibit B to this Schedule 13D.

Except for the agreements described above or in response to Items 3 and 4 of this Schedule 13D, which are hereby incorporated herein by reference, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 of this Schedule 13D, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be filed as Exhibits.

Exhibit A — Schedule 13D Joint Filing Agreement, dated March 1, 2004 by and among WHLP Acquisition LLC and Starwood Hotels & Resorts Worldwide, Inc.

Exhibit B – Form of Agreement of Assignment and Transfer.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: March 1, 2004

	WHLP Acquisition LLC

	By:	/s/ Kenneth S. Siegel

	Name:	Kenneth S. Siegel
	Its:	Vice President and Secretary

	Starwood Hotels & Resorts Worldwide, Inc.

	By:	/s/ Kenneth S. Siegel

	Name:	Kenneth S. Siegel
	Its:	Executive Vice President, General Counsel and Secretary

EX-99.A 3 p68851exv99wa.htm EXHIBIT A exv99wa

EXHIBIT A

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.


Date: March 1, 2004
	WHLP Acquisition LLC
	By:	/s/ Kenneth S. Siegel

	Name:	Kenneth S. Siegel
	Its:	Vice President and Secretary

	Starwood Hotels & Resorts Worldwide, Inc.
	By:	/s/ Kenneth S. Siegel

	Name:	Kenneth S. Siegel
	Its:	Executive Vice President, General Counsel and Secretary

EX-99.B 4 p68851exv99wb.htm EXHIBIT B exv99wb

Exhibit B

AGREEMENT OF ASSIGNMENT AND TRANSFER

FOR UNITS OF LIMITED PARTNERSHIP INTEREST IN

WESTIN HOTELS LIMITED PARTNERSHIP

Note: If you wish to tender any Units in the offer by Starwood Hotels & Resorts Worldwide, Inc., you must complete pages A-1, A-2 and A-3 at the back of this document and return this Agreement and those signature pages to us as described below.

If you wish to consent to the Proposals described in the Offer to Purchase and Solicitation Statement in addition to tendering your Units, you must also fill out, sign and deliver the YELLOW Consent Form that is included in this package.

1. Offer of Units; Agreement to Transfer

Upon the terms of and subject to the conditions set forth in this Agreement of Assignment and Transfer (this “Agreement”), I, the undersigned Limited Partner (as defined in the Partnership Agreement that is defined below), and/or assignee holder or beneficial owner, do hereby offer to sell, assign, transfer, convey and deliver (“Transfer”) to WHLP Acquisition LLC or its assignee or assignees (such purchasing entity is hereafter referred to as “Purchaser”), units of limited partnership interest (including any certificates or depositary receipts evidencing such interests) (the “Units”) in Westin Hotels Limited Partnership, a Delaware limited partnership (the “Partnership”), pursuant to this Agreement and the associated Offer to Purchase and Solicitation Statement (the “Offer to Purchase and Solicitation Statement”), dated November 4, 2003 (“Purchaser’s Offer Date”), as each has been or may be supplemented or amended, for a purchase price of $735 per Unit, subject to adjustment as set forth in the Offer to Purchase and Solicitation Statement and below (the “Purchase Price”).

Notwithstanding any provision to the contrary, it is my understanding, and I hereby acknowledge and agree, that, upon the terms of and subject to the conditions of this Agreement, Purchaser shall be entitled to receive (i) all distributions of cash or other property from the Partnership attributable to the Units that are declared or made on or after January 1, 2004, including, without limitation, all distributions of cash from operations and capital proceeds, without regard to whether the applicable sale, financing, refinancing or other disposition took place before or after my Offer or the Transfer and (ii) all proceeds that are paid on or after January 1, 2004, from or as a result of any claim, litigation, class or derivative action brought by or for the benefit of the Limited Partners with respect to the Units, regardless of when the claims brought pursuant to such action accrued (the distributions or proceeds described in (i) and (ii), collectively, a “Distribution”). To the extent that any Distribution is made or declared by the Partnership with respect to the Units for any period commencing on or after January 1, 2004, and I receive such Distribution, I understand that the amount of the Distribution per Unit will be deducted from the cash price of $735 per Unit to be paid to me by Purchaser, as described in the Offer to Purchase and Solicitation Statement. It is also my understanding, and I acknowledge and agree, that, subject to Purchaser’s payment to me for the Units Transferred hereby, the taxable income and taxable loss attributable to the Transferred Units with respect to the taxable period in which the Transfer occurs shall be allocated between me and Purchaser as provided in the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 31, 1986, as such agreement may be amended (the “Partnership Agreement”), or in accordance with such other lawful allocation methodology as may be agreed upon by the Partnership and Purchaser.

It is my intention that Purchaser succeed to my interest as a Substituted Limited Partner, as defined in the Partnership Agreement, with respect to the Transferred Units and that Purchaser will be treated as a Limited Partner of the Partnership with respect to those Units for all purposes. Subject to, and effective upon, Purchaser’s payment to me for the Units Transferred hereby upon the terms of and subject to the conditions of this Agreement and the Offer to Purchase and Solicitation Statement, I hereby Transfer to Purchaser all of my right, title and interest in and to the Units and any and all Distributions declared or made on or after January 1, 2004, including, without limitation, all rights in, and claims to, any Partnership profits and losses, cash distributions, voting rights and other benefits of any nature whatsoever distributable or allocable to the Units, or, if applicable, in respect of my status as a Limited Partner, under the Partnership Agreement or otherwise. This Transfer is made unconditionally (i) to the extent that the rights appurtenant to the Units may be transferred and conveyed without the consent of the general partner of the Partnership (the “General

Partner”), and (ii) to the extent that the General Partner recognizes the transfer of those Units to Purchaser for all purposes and will accept Purchaser as the Substituted Limited Partner in respect of the Transferred Units in accordance with Section 11 of the Partnership Agreement.

I agree to pay any costs incurred by Purchaser in connection with the enforcement of any of my obligations hereunder and to indemnify and hold harmless Purchaser from and against all claims, damages, losses, obligations and any responsibilities arising, directly or indirectly, out of my breach of any agreements, representations and warranties made by me herein. Purchaser will be entitled to recover from me all costs and expenses Purchaser incurs in recovering any amounts due Purchaser from me under this Agreement, including fees and expenses incurred in the collection process as well as reasonable lawyers’ fees and costs at trial and on appeal. I shall keep the terms of this Agreement and all other dealings and communications between myself and Purchaser and our respective representatives confidential. Notwithstanding the foregoing, I (and each affiliate and person acting on my behalf) agree that I and any other party to this Agreement (and each employee, representative, and other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to me or such other party or such person relating to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including, without limitation, (i) any portion of any materials to the extent not related to the tax treatment or tax structure of the transaction, (ii) the identities of participants or potential participants in the transaction, (iii) the existence or status of any negotiations, (iv) any pricing or financial information (except to the extent such pricing or financial information is related to the tax treatment or tax structure of the transaction) or (v) any other term or detail not relevant to the tax treatment or the tax structure of the transaction.

2. Appointment as Attorney-In-Fact and Proxy

Effective upon Purchaser’s payment for the Units Transferred hereby, and subject to “THE TENDER OFFER — Withdrawal Rights” section in the Offer to Purchase and Solicitation Statement, I hereby irrevocably constitute and appoint Purchaser and its designees as my true and lawful attorneys-in-fact and proxies with respect to the Units (and with respect to any and all other Units or other securities issued or issuable in respect of such Unit on or after Purchaser’s Offer Date), each with full power of substitution, to the full extent of my rights (such power of attorney and proxy being deemed to be an irrevocable durable power coupled with an interest and being unaffected by my disability, incapacity, dissolution, termination or bankruptcy), to (i) seek to transfer ownership of such Units on the Partnership’s books to Purchaser (and to execute and to deliver any accompanying evidences of transfer and authenticity which Purchaser, the Partnership or the General Partner may deem necessary or appropriate in connection therewith, including, without limitation, any documents or instruments required to be executed under a “Transferor’s (Seller’s) Application for Transfer” created by the NASD, if required); (ii) become a Substituted Limited Partner; (iii) receive any and all Distributions made or declared by the Partnership on or after January 1, 2004; (iv) receive all benefits and otherwise exercise all rights of beneficial ownership of such Units in accordance with the terms of the Offer to Purchase and Solicitation Statement; (v) execute and deliver to the Partnership and/or the General Partner (as the case may be) a change of address form instructing the Partnership to send any and all future Distributions to which Purchaser is entitled pursuant to the terms of the Offer to Purchase and Solicitation Statement in respect of tendered Units to the address specified in such form; (vi) endorse any check payable to me or upon my order representing a distribution to which Purchaser is entitled pursuant to the terms of the Offer to Purchase and Solicitation Statement, in each case on my behalf, in favor of Purchaser or any other payee Purchaser otherwise designates; (vii) exercise all of my voting and other rights as any such attorney-in-fact in its sole discretion may deem proper at any meeting of Unitholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise; (viii) act in such manner as any such attorney-in-fact shall, in its sole discretion, deem proper with respect to the Units; (ix) execute a loss and indemnity agreement relating to the Units on my behalf if I fail to include my original certificate(s) (if any) representing the Units with this Agreement; or (x) commence any litigation that Purchaser or its designees, in its sole discretion, deems necessary to enforce any exercise of Purchaser’s or such designees’ powers as my attorneys-in-fact as set forth above.

Purchaser shall not be required to post bond of any nature in connection with this power of attorney. Such appointment will be effective upon receipt by Purchaser of this Agreement and Purchaser’s payment for the Units Transferred hereby. Upon such receipt, all prior proxies (other than the power of attorney and proxy given as provided in the Consent Form completed by me) given by me with respect to the Units that are the subject of my Offer will, without further action, be revoked, and no subsequent proxies may be given (and if given will not be effective).

3. Custodian Signature and Authorization Required

IF LEGAL TITLE TO THE UNITS IS HELD THROUGH AN IRA, KEOGH OR SIMILAR ACCOUNT, I UNDERSTAND THAT THIS AGREEMENT MUST BE SIGNED BY THE CUSTODIAN OF SUCH IRA OR KEOGH ACCOUNT. FURTHERMORE, I HEREBY AUTHORIZE AND DIRECT THE CUSTODIAN OF SUCH IRA OR KEOGH ACCOUNT TO CONFIRM THIS AGREEMENT.

4. Representations and Warranties

I hereby represent and warrant to Purchaser and the Partnership that (i) I have received the Offer to Purchase and Solicitation Statement; (ii) I own the Units that are being Transferred hereby, of record and beneficially, and have full right, power and authority to validly sell, assign, trade, transfer, convey and deliver to Purchaser the Units; (iii) effective at the time that the Units are accepted for payment by and transferred to Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all options, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale and transfer thereof, and the Units will not be subject to any adverse claim; (iv) I am a “United States person,” as defined in Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”); (v) I own the Units being tendered within the meaning of Rule 14e-4 under the Exchange Act; and (vi) the tender of such Units complies with Rule 14e-4.

I hereby also represent and warrant that the Transfer contemplated by this Agreement would not (i) violate the registration requirements of the Securities Act of 1933, as amended or (ii) violate the laws of any state, or the rules or regulations of any government agency (including those related to suitability standards), applicable to such transfer.

I hereby also represent, warrant and confirm to Purchaser and the Partnership that in entering into this Agreement and Transferring my Units, I have not relied on any information or representation of Purchaser except for information regarding the price at which Purchaser is prepared to purchase my Units, and that Purchaser has not given me any investment advice nor have I compensated Purchaser in any manner.

I understand that the Purchase Price may be more or less than the fair market price of the Units or than prices recently quoted by secondary market matching services. By Transferring my Units, I wish to have Purchaser bear all future risks and uncertainties relating to the value of the Units.

I understand that my Transfer hereby is subject to certain conditions for the benefit of Purchaser to Purchaser’s offer as set forth in the Offer to Purchase and Solicitation Statement, including (i) that Purchaser conclude in its reasonable discretion that the Partnership will, either in connection with the completion of Purchaser’s offer or at a subsequent date or dates, recognize the transfer of Units to Purchaser in connection with the offer and (ii) that Purchaser conclude in its reasonable discretion that the Partnership will give its written consent to Purchaser’s becoming a Substituted Limited Partner as defined in the Partnership Agreement, and that no contract will be deemed to have arisen prior to Purchaser’s written acceptance of my Offer.

5. Release of General Partner

I hereby release and discharge the General Partner and its officers, shareholders, directors, employees and agents from all actions, causes of action, claims and demands I have, or may have, against the General Partner that result from the General Partner’s reliance on this Agreement or any of the terms and conditions contained herein. I hereby indemnify and hold harmless the Partnership from and against all claims, demands, damages, losses, obligations and responsibilities arising, directly or indirectly, out of a breach of any one or more of the representations and warranties set forth herein.

6. Offer Irrevocable, Subject to My Withdrawal Rights

I understand that my Transfer of Units hereby will be irrevocable by me, subject to my withdrawal rights set forth in the section of the Offer to Purchase and Solicitation Statement, “THE TENDER OFFER — Withdrawal Rights.” These rights include that I may withdraw any Units I have tendered pursuant to the Offer to Purchase and Solicitation Statement at any time prior to February 6, 2004 (the “Expiration Date”). After the Expiration Date, my Offer is firm and irrevocable and may not be withdrawn until after January 2, 2004 (60 days from the commencement of Purchaser’s offer) and then only to the extent that tendered Units have not been accepted for payment. For any withdrawal to be effective, I understand that I must deliver to you or your agent a written notice of withdrawal in the form attached to this Agreement on or before the Expiration Date (or such other expiration date to which the Offer to Purchase and Solicitation Statement may be extended), at the address or facsimile number set forth in the Notice of Withdrawal.

All authority herein conferred or agreed to be conferred to Purchaser shall survive my death or incapacity and all of my obligations shall be binding upon my heirs, personal representatives, successors and assigns.

Upon request, I will execute and deliver any additional documents deemed by Purchaser and its designees to be necessary or desirable to complete the assignment, transfer and purchase of the Units.

7. Payment Procedures

I hereby understand that on the terms of and subject to the conditions in this Agreement and the Offer to Purchase and Solicitation Statement, payment by Purchaser for the Units Transferred hereby and accepted by Purchaser will be made by check mailed to me or my custodian, once Purchaser’s tender offer expires and Purchaser accepts my Units for payment. I acknowledge that Purchaser reserves the right, in its sole discretion, to pay for the Units Transferred hereby prior to the effective date of transfer established by the Partnership, though Purchaser is only obligated to do so in the circumstances set forth in the Offer to Purchase and Solicitation Statement or as otherwise required by law.

8. Termination

I hereby understand and agree that I may withdraw the Units being Transferred hereby subject to my withdrawal rights as described in Section 6 herein and that Purchaser may, at its sole discretion, terminate this Agreement (in whole or in part) prior to making payment for the Units in accordance with the terms of and conditions to the Offer to Purchase and Solicitation Statement. If Purchaser does terminate this Agreement, I understand that (i) Purchaser shall notify me promptly after such termination and return the Units to me or my custodian and (ii) Purchaser shall have no liability for any damages incurred by me as a result of such termination.

9. Backup Withholding Tax

I understand and agree that in order to avoid the imposition of backup withholding tax at the rate of 28% on payments of cash made to me pursuant to Purchaser’s Offer, I must provide my correct taxpayer identification number and I must certify, on the Substitute Form W-9 included as part of this Agreement of Assignment and Transfer, under penalties of perjury, that the taxpayer identification number that I have provided is correct and that I am not subject to backup withholding tax. I further understand that if I do not provide my correct taxpayer identification number, or fail to provide the certifications described above, then the Internal Revenue Service (the “IRS”) may impose a penalty on me, and I may be subject to backup withholding tax at the rate of 28%. If I am not a United States person, I will provide a Form W-8BEN or a Form W-8ECI (available from D. F. King & Co., Inc. (the “Information Agent”) at 1-888-605-1957 (Toll Free) (Banks and Brokers call collect at 212-269-5550)), as applicable, in order to avoid backup withholding tax.

10. FIRPTA

I hereby certify, under penalties of perjury, that (i) the number shown on the form below is my correct taxpayer identification number, (ii) if an individual, I am not a nonresident alien for purposes of United States income taxation and (iii) if other than an individual, I am (a) not a foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and related Treasury Regulations promulgated thereunder) and (b) not a disregarded entity as that term is defined in Treasury regulation

Section 1.1445-2(b)(2)(iii). I understand that this certification may be disclosed to the IRS by Purchaser and that any false statements herein could be punishable by fine, imprisonment or both.

11. Assignment and Disclaimer

I understand and agree that Purchaser may, without my consent, assign all or some of its rights and delegate all or some of its duties arising out of this Agreement to an affiliate. I hereby disclaim any contractual or other legal relationship with the Information Agent or American Stock Transfer & Trust Company (the “Depositary”), which merely have acted as a provider of general information about this offering and other offerings and depositary of your returned documents, respectively. I understand that the only party acquiring my Units, and participating in this Agreement, is Purchaser.

12. Governing Law; Waiver of Trial By Jury

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. I hereby waive any claim that any state or federal court in the State of Delaware is an inconvenient forum, and WAIVE ANY RIGHT TO TRIAL BY JURY. I HEREBY SUBMIT TO THE JURISDICTION OF ANY COURT IN THE STATE OF DELAWARE IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13. Withdrawal From Partnership

By executing this Agreement, I hereby acknowledge to the General Partner and the Partnership that, to the extent I am a Limited Partner, I desire to cease to be a Limited Partner as to the Units referenced herein and hereby direct the General Partner to take all such actions as are necessary to accomplish such cessation and to appoint Purchaser as my agent and attorney-in-fact, to execute, swear to, acknowledge and file any document or to amend the books and records of the Partnership as necessary or appropriate for my ceasing to be a Limited Partner.

I HEREBY DIRECT AND INSTRUCT THE PARTNERSHIP AND THE GENERAL PARTNER IMMEDIATELY UPON THEIR RECEIPT OF THIS AGREEMENT AND EFFECTIVE AS OF THE EXPIRATION DATE (I) TO AMEND THE BOOKS AND RECORDS OF THE PARTNERSHIP TO CHANGE MY ADDRESS OF RECORD AND TO RECOGNIZE PURCHASER FOR THE PURPOSE OF RECEIVING ALL FUTURE DISTRIBUTIONS AND ACKNOWLEDGE THE TRANSFER OF UNITS FROM ME TO PURCHASER AT 1111 WESTCHESTER AVENUE, WHITE PLAINS, NEW YORK 10604, AND (II) TO FORWARD ALL DISTRIBUTIONS WITH RESPECT TO THE UNITS DECLARED OR MADE ON OR AFTER JANUARY 1, 2004, AND OTHER INFORMATION TO BE RECEIVED BY ME TO PURCHASER TO THE ADDRESS SET FORTH IN (I). TO THE EXTENT THAT ANY DISTRIBUTIONS ARE MADE BY THE PARTNERSHIP WITH RESPECT TO THE UNITS ON OR AFTER JANUARY 1, 2004, AND ARE RECEIVED BY ME, I AGREE THAT PURCHASER WILL DEDUCT THE AMOUNT OF SUCH DISTRIBUTIONS FROM THE PRICE PURCHASER PAYS ME FOR MY TENDERED UNITS.

INSTRUCTIONS TO COMPLETE THE AGREEMENT OF ASSIGNMENT AND TRANSFER

You must mail, or send by hand delivery, overnight courier or facsimile, the executed original to Purchaser’s Depositary any time prior to or on February 6, 2004 (the “Expiration Date”) (or such other date to which the Offer to Purchase and Solicitation Statement may be extended):

American Stock Transfer & Trust Company

59 Maiden Lane

New York, NY 10038

Telephone: (877) 248-6417

Facsimile: (718) 234-5001

Note: If you wish to consent to the Proposals described in the Offer to Purchase and Solicitation Statement in addition to tendering your Units, you must also fill out, sign and deliver the YELLOW Consent Form that is included in this package.

All signatures must be medallion guaranteed.

A pre-addressed postage-paid envelope is enclosed for your convenience. The method of delivery of this Agreement and all other required documents is at your option and risk, and delivery will be deemed made only when actually received by our Depositary. If delivery is by mail, Purchaser recommends registered mail with return receipt requested. If delivery is by facsimile, you must also return the original documents, which originals, only, may be received after the Expiration Date provided that the facsimile is received prior to or on the Expiration Date.

In all cases, you should allow sufficient time to ensure timely delivery prior to or on the Expiration Date.

If you have questions regarding the sale of your Units or need assistance completing this form, please call Purchaser’s Information Agent:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers call Collect: (212) 269-5550

All other’s call Toll-Free: (888) 605-1957

If you are a Beneficial Owner of Record, you should:

1. COMPLETE and SIGN this Agreement;

2. Have your signature medallion guaranteed by your Bank or Broker;

3. Indicate number of Units owned and/or to be sold; and

4. Return this Agreement in the envelope provided.

If you own the Units through Joint Ownership, you should:

1. ALL owners of record must COMPLETE and SIGN this Agreement;

2. ALL owners of record must have your signatures SEPARATELY medallion guaranteed by your Bank or Broker;

3. Indicate number of Units owned and/or to be sold; and

4. Return this Agreement in the envelope provided.

If you are an IRA or KEOGH, you should:

1. Have BENEFICIAL OWNERS COMPLETE and SIGN this Agreement;

2. Provide Custodian information (i.e., Name, Company Name, Address, Phone No. and Account No.);

3. Indicate number of Units owned and/or to be sold;

4. Return this Agreement in the envelope provided; and

5. Purchaser will obtain the medallion guarantee of Custodian signature.

If any owner is Deceased, you should:

1. Enclose a certified copy of the death certificate;

2. If ownership is other than joint tenants with right of survivorship, please provide a letter of testamentary or administration, current within 6 months, showing your beneficial ownership or executor capacity (in addition to a copy of the death certificate);

3. COMPLETE and SIGN this Agreement;

4. Have your signature medallion guaranteed by your Bank or Broker;

5. Indicate number of Units owned and/or to be sold; and

6. Return this Agreement in the envelope provided.

If you are a Corporation, you should:

1. Enclose a CORPORATE RESOLUTION showing authorized signatory;

2. COMPLETE and SIGN this Agreement;

3. Have your signature medallion guaranteed by your Bank or Broker;

4. Indicate number of Units owned and/or to be sold; and

5. Return this Agreement in the envelope provided.

If you are a Trust, Profit Sharing or Pension Plan, you should:

1. Enclose the title, signature and other applicable pages of your trust, profit sharing or other agreement showing authorized signatory;

2. COMPLETE and SIGN this Agreement;

3. Have your signature medallion guaranteed by your Bank or Broker;

4. Indicate number of Units owned and/or to be sold; and

5. Return this Agreement in the envelope provided.

TO COMPLETE THE SUBSTITUTE FORM W-9, IF YOU ARE A UNITED STATES PERSON YOU SHOULD:

1. Fill in your name and address at the top of the form.

2. Part 1: Provide the taxpayer identification number (“TIN”) of the record owner of the Units. An individual should provide his social security number. Joint owners should provide the social security number of the owner whose name appears first. A trust account should provide the TIN assigned to the trust. An IRA custodial account should provide the TIN of the custodian. A custodial account for the benefit of a minor should provide the social security number of the minor. A corporation, partnership or other business entity should provide the Employer Identification Number assigned to that entity.

If you do not have a TIN, please complete Part 3 and contact the Depositary.

      3.     Part 2:     Check the box if it is true with respect to you. If you ARE subject to backup withholding, please cross out Part 2.

      4.     Part 3:     Complete only if you do not have a TIN and are awaiting a TIN from the Internal Revenue Service. Notwithstanding that the certification in Part 3 is given, if you have not been issued a TIN, then the Depositary WILL withhold 28% on all payments made prior to the time a properly certified TIN is provided to the Depositary.

      5.     Sign and date the Substitute Form W-9.

      6.     Include the completed Substitute Form W-9 with the completed Agreement that you return to Purchase in the care of its Depositary at the following address:

American Stock Transfer & Trust Company

59 Maiden Lane

New York, NY 10038

Facsimile: 718-234-5001

If delivery is by facsimile, you must also return the original documents, which originals, only, may be received after the Expiration Date provided that the facsimile is received prior to or on the Expiration Date.

AS THE TRANSFEROR, YOU MUST COMPLETE ALL ITEMS IN THIS SECTION TO THE EXTENT APPLICABLE OR NOT ALREADY COMPLETED.

I hereby make application to transfer and assign to Purchaser, as set forth herein and pursuant to Purchaser’s Offer to Purchase and Solicitation Statement dated November 4, 2003, as it may be amended or supplemented, and for Purchaser to succeed to such rights and interests as a Substituted Limited Partner, successor in interest and assignee.

Partnership Information


FULL NAME OF PARTNERSHIP:		Westin Hotels Limited Partnership
QUANTITY of Units I desire to sell:		Units
PARTNERSHIP ID:		91-1328985
Certificate Information
Was a certificate issued to you?		Circle One: Yes No
If yes, did you include the certificate:		Circle One: Yes No
		If not included, why not?
CUSIP No.:		960 377 109

Registration Information

Indicate exactly as shown on Partnership records and include any custodial information. If a Custodial Account, the address of the beneficial owner should be your address.

The Units are currently registered as follows:


Name:
Social Security or Tax ID #:
Custodian/ Trustee Tax ID #:
Home Telephone Number:
Office Telephone Number:
Mailing Address:
City, State, Zip Code:
State of Residence:


Circle One:		U.S. Citizen IRA		Resident Alien Keogh		Non-Resident Alien Entity

Certification

I hereby certify and represent that I have possession of valid title and all requisite power to assign such interests and that the assignment is in accordance with applicable laws and regulations and further certify, under penalty of law, the following:

Reason for Transfer: Sale (for consideration)

Tax Certification

Under penalty of perjury, I certify that the statements in Sections 9 and 10 of this Agreement are true, complete and correct.

Signature Certification/ Power of Attorney

As set forth in Section 2 of this Agreement, I hereby irrevocably constitute and appoint Purchaser as my true and lawful agent, attorney-in-fact and proxy with respect to the Units, with full power of substitution.

This must be signed by the registered holder(s) exactly as the name(s) appear(s) on the Partnership records. Persons who sign as a representative or in any fiduciary capacity must indicate their capacity when signing and must present satisfactory evidence of their authority to so act.

A-1


Your Signature:		Medallion Signature Guarantee:

Date:		Date:

Co-Transferor’s Signature(if applicable):		Medallion Signature Guarantee:

Date:		Date:

Custodian’s Signature:		Medallion Signature Guarantee:

Date:		Date:

If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) or a corporation or another acting in a fiduciary or representing capacity, please provide the following information:


Name(s):		Capacity: (Full Title):

AGREED TO AND ACCEPTED:

WHLP Acquisition LLC

By: /s/ KENNETH S. SIEGEL

Name: Kenneth S. Siegel

Title: Vice President and Secretary


Unit Price: $735 Trade Date:				Account Executive:

A-2





PAYOR’S NAME: WHLP ACQUISITION LLC


SUBSTITUTE	Name (if joint names, list first and circle the name of the person or entity whose number you enter in Part I below). Address
Form W-9	City, State and ZIP Code List account number(s) (optional)


Department of the Treasury	Part 1 — PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER (“TIN”) IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Taxpayer Identification Number


Internal Revenue Service	Part 2 — Check the box if you are NOT subject to backup withholding under the provisions of section 3406(a)(1)(C) of the Internal Revenue Code because (1) you are exempt from backup withholding, (2) you have not been notified by the Internal Revenue Service (the “IRS”) that you are subject to backup withholding as a result of a failure to report all interest or dividends or (3) the IRS has notified you that you are no longer subject to backup withholding. o

	CERTIFICATION — UNDER PENALTIES OF PERJURY, I CERTIFY THAT I AM A UNITED STATES PERSON (INCLUDING A UNITED STATES RESIDENT ALIEN) AND THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.	Part 3 — Awaiting TIN o Check the box if you have applied for a TIN and are awaiting its receipt.
	Signature:	Date:

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.

A-3 -----END PRIVACY-ENHANCED MESSAGE-----


CUSIP No. 960 377 109					Page 2 of 8

	1.	Name of Reporting Person: WHLP Acquisition LLC			I.R.S. Identification Nos. of above persons (entities only): 52-1193298

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0

			8.	Shared Voting Power: 33,799

			9.	Sole Dispositive Power: 0

			10.	Shared Dispositive Power: 33,799

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 33,799

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 24.9%

	14.	Type of Reporting Person (See Instructions): OO


CUSIP No.					Page 3 of 8

	1.	Name of Reporting Person: Starwood Hotels & Resorts Worldwide, Inc.			I.R.S. Identification Nos. of above persons (entities only): 52-1193298

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Maryland

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0

			8.	Shared Voting Power: 33,799

			9.	Sole Dispositive Power: 0

			10.	Shared Dispositive Power: 33,799

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 33,799

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 24.9%

	14.	Type of Reporting Person (See Instructions): CO

	(b)		By virtue of their parent-subsidiary relationship, each of the Reporting Persons may be deemed to have shared voting and dispositive power over the shares owned by the other. Each of the Reporting Persons has: (i) sole power to vote or to direct the vote of 0 Units; (ii) shared power to vote or direct the vote of 33,799 Units; (iii) sole power to dispose or to direct the disposition of 0 Units; and (iv) shared power to dispose or direct the disposition of 33,799 Units.

	(c)		Except for the transactions set forth above, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons in the last 60 days.

	(d)		Except as stated in this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Units reported by this statement.

	(e)		Inapplicable.


	2.	ALL owners of record must have your signatures SEPARATELY medallion guaranteed by your Bank or Broker;


	2.	Provide Custodian information (i.e., Name, Company Name, Address, Phone No. and Account No.);


	2.	If ownership is other than joint tenants with right of survivorship, please provide a letter of testamentary or administration, current within 6 months, showing your beneficial ownership or executor capacity (in addition to a copy of the death certificate);


	1.	Enclose the title, signature and other applicable pages of your trust, profit sharing or other agreement showing authorized signatory;


	1. Fill in your name and address at the top of the form.

	2. Part 1: Provide the taxpayer identification number (“TIN”) of the record owner of the Units. An individual should provide his social security number. Joint owners should provide the social security number of the owner whose name appears first. A trust account should provide the TIN assigned to the trust. An IRA custodial account should provide the TIN of the custodian. A custodial account for the benefit of a minor should provide the social security number of the minor. A corporation, partnership or other business entity should provide the Employer Identification Number assigned to that entity.


	3. Part 2: Check the box if it is true with respect to you. If you ARE subject to backup withholding, please cross out Part 2.

	4. Part 3: Complete only if you do not have a TIN and are awaiting a TIN from the Internal Revenue Service. Notwithstanding that the certification in Part 3 is given, if you have not been issued a TIN, then the Depositary WILL withhold 28% on all payments made prior to the time a properly certified TIN is provided to the Depositary.

	5. Sign and date the Substitute Form W-9.

	6. Include the completed Substitute Form W-9 with the completed Agreement that you return to Purchase in the care of its Depositary at the following address:


NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.