X0201 3 2003-08-29 0 0000790549 WESTIN HOTELS LTD PARTNERSHIP YYNIA 0001255949 KALMIA INVESTORS LLC 601 CARLSON PARKWAY STE 200 MINNETONKA MN 55305 0 0 1 0 0001057105 SMITHTOWN BAY LLC 601 CARLSON PARKWAY SUITE 200 MINNETONKA MN 55305 0 0 1 0 0000876001 MERCED PARTNERS LIMITED PARTNERSHIP 601 CARLSON PARKWAY STE 200 MINNETONKA MN 55304 0 0 1 0 0001034884 GLOBAL CAPITAL MANAGEMENT INC/MN 601 CARLSON PARKWAY SUITE 200 MINNETONKA MN 55305 0 0 1 0 0001262774 FREY MICHAEL J 601 CARLSON PARKWAY STE 200 MINNETONKA MN 55304 0 0 1 0 0001262938 BRANDENBORG JOHN D 601 CARLSON PAREKWAY STE 200 MINNETONK MN 55304 0 0 1 0 Units of Limited Partnership Interests 17641 D The number of Units of Limited Partnership Interests ("Units") reported as beneficially owned by the Reporting Persons includes 6,658 Units that may be deemed to be beneficially owned by virtue of agreements of sale for such Units received pursuant to a tender offer by the Reporting Persons for Units that commenced on July 24, 2003 and expired on August 29, 2003. (+) Kalmia Investors, LLC is executing this report on behalf of Smithtown Bay, LLC, Merced Partners Limited Partnership, Global Capital Management, Inc., Michael J. Frey and John D. Brandenborg (collectively, the "Reporting Persons"). Smithtown Bay, LLC is the manager of Kalmia Investors, LLC. Global Capital Management, Inc. is the manager of Smithtown Bay, LLC. Merced Partners Limited Partnership is the sole owner of all of the members of Kalmia Investors, LLC, including its manager Smithtown Bay,LLC.Michael J.Frey and John D.Brandenborg are the sole officers and directors of Global Capital Management,Inc. (++) Each of the Reporting Persons disclaims beneficial ownership fo the reported securities except to the extent of his or its pecuniary interest therein.The Reporting Persons affirmatively disclaim being a "group"for purposes of Section 16 of the Securities Exchange Act of 1934,as amended. Kalmia Investors LLC(+)(++) By: Smithtown Bay, LLC, Its Mgr by: Global Capital Mgmnt, Inc, Its Mgr, by /s/ Michael J. Frey, CEO 2003-09-08 Smithtown Bay, LLC (+)(++) by: Global Capital Management, Inc, Its Manager, by: /s/ Michael J. Frey, CEO 2003-09-08 Merced Partners Limited Partnership(+)(++) by: /s/ Michael J. Frey, Chief Executive Officer 2003-09-08 Global Capital Management, Inc.(+)(++) by: /s/ Michael J. Frey, Chief Executive Officer 2003-09-08 /s/ Michael J. Frey(+)(++) 2003-09-08 /s/ John J. Brandenborg(+)(++) 2003-09-08