<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                   FORM 10-Q
 
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
 
                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
 
                                       OR
 
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
 
              FOR THE TRANSITION PERIOD FROM ________ TO ________
 
                        COMMISSION FILE NUMBER: 0-15097
 
                       WESTIN HOTELS LIMITED PARTNERSHIP
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTERS)
 
<TABLE>
<S>                                            <C>
                   DELAWARE                                      91-1328985
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)
</TABLE>
 
                             777 WESTCHESTER AVENUE
                             WHITE PLAINS, NY 10604
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
                                 1-800-323-5888
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                 [X] Yes [ ] No
 
     Indicate the number of shares (units) outstanding of each of the issuer's
classes of common stock (units), as of the latest practicable date.
 
            135,600 limited partnership units issued and outstanding
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<PAGE>   2
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                       PAGE
                                                                       ----
<S>      <C>                                                           <C>
PART I.  FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements:
         Consolidated Balance Sheets.................................    2
         Consolidated Statements of Income...........................    3
         Consolidated Statement of Partners' Capital (Deficit).......    4
         Consolidated Statements of Cash Flows.......................    5
         Notes to Consolidated Financial Statements..................    6
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations...................................    7
PART II.  OTHER INFORMATION
Item 5.  Other Information...........................................   10
Item 6.  Exhibits and Reports on Form 8-K............................   10
SIGNATURES..
</TABLE>
 
                                        1
<PAGE>   3
 
                         PART I.  FINANCIAL INFORMATION
 
                       WESTIN HOTELS LIMITED PARTNERSHIP
                                AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT UNIT DATA)
 
<TABLE>
<CAPTION>
                                                               MARCH 31,    DECEMBER 31,
                                                                 1999           1998
                                                              -----------   ------------
                                                              (UNAUDITED)
<S>                                                           <C>           <C>
                                         ASSETS
Current assets:
  Cash and cash equivalents, including restricted cash of
     $4,336 in 1999 and $2,779 in 1998......................    $ 28,321      $ 31,524
  Guest and trade accounts receivable, less allowance for
     doubtful accounts of $312 in 1999 and $290 in 1998.....      10,607         8,753
  Other receivables.........................................         152           192
  Inventories...............................................         624           641
  Prepaid expenses and other current assets.................       1,079           858
                                                                --------      --------
Total current assets........................................      40,783        41,968
Property and equipment, at cost, net of accumulated
  depreciation of $117,277 in 1999 and $116,282 in 1998.....     237,393       238,983
Restricted cash.............................................       4,996         3,890
Other assets................................................         884           820
                                                                --------      --------
                                                              28$4,056...     $285,661
                                                                ========      ========
                      LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
  Accounts payable --
     Trade and other........................................    $  1,222      $  1,601
     General Partner and affiliates.........................       3,065         5,945
                                                                --------      --------
  Total accounts payable....................................       4,287         7,546
  Accrued expenses..........................................      11,753        11,150
  Current maturities of long-term obligations...............       1,077           735
  Other current liabilities.................................       2,799         1,340
                                                                --------      --------
Total current liabilities...................................      19,916        20,771
Long-term obligations.......................................     127,637       128,122
Long-term obligation to General Partner, net of current
  portion...................................................      37,770        36,928
Deferred incentive management fees payable to General
  Partner...................................................      26,506        25,618
                                                                --------      --------
Total liabilities...........................................     211,829       211,439
                                                                --------      --------
Minority interests..........................................       4,011         3,981
                                                                --------      --------
Commitments and contingencies
Partners' capital (deficit):
  General Partner...........................................      (2,668)       (2,563)
  Limited Partners (135,600 Units issued and outstanding)...      70,884        72,804
                                                                --------      --------
Total Partners' capital.....................................      68,216        70,241
                                                                --------      --------
                                                                $284,056      $285,661
                                                                ========      ========
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                        2
<PAGE>   4
 
                       WESTIN HOTELS LIMITED PARTNERSHIP
                                AND SUBSIDIARIES
 
                       CONSOLIDATED STATEMENTS OF INCOME
                        (IN THOUSANDS, EXCEPT UNIT DATA)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              --------------------
                                                               1999         1998
                                                              -------      -------
<S>                                                           <C>          <C>
Operating revenues:
  Rooms.....................................................  $21,218      $20,153
  Food and beverage.........................................   10,549        8,587
  Other operating departments...............................    2,849        2,920
                                                              -------      -------
Total operating revenues....................................   34,616       31,660
                                                              -------      -------
Operating expenses:
  Rooms.....................................................    5,911        5,846
  Food and beverage.........................................    8,302        6,525
  Other operating departments...............................      946          826
  Administrative and general................................    2,591        2,782
  Related party management fees.............................    2,987        2,238
  Advertising and business promotion........................    2,312        2,365
  Property maintenance and energy...........................    2,029        2,018
  Local taxes and insurance.................................    2,275        1,868
  Rent......................................................      177          200
  Depreciation and amortization.............................    2,664        2,747
                                                              -------      -------
Total operating expenses....................................   30,194       27,415
                                                              -------      -------
Operating profit............................................    4,422        4,245
                                                              -------      -------
Other income (expense):
  Interest income...........................................      330          262
  Interest expense..........................................   (2,685)      (2,593)
  Interest expense on long-term obligation to General
     Partner................................................     (842)        (771)
  Other, net................................................       --           (9)
                                                              -------      -------
Net other expense...........................................   (3,197)      (3,111)
                                                              -------      -------
Income before minority interests............................    1,225        1,134
Minority interests..........................................      (30)         (28)
                                                              -------      -------
Net income..................................................  $ 1,195      $ 1,106
                                                              =======      =======
Net income per Unit (135,600 Units issued and
  outstanding)..............................................  $  8.81      $  8.16
                                                              =======      =======
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                        3
<PAGE>   5
 
                       WESTIN HOTELS LIMITED PARTNERSHIP
                                AND SUBSIDIARIES
 
             CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
                                 (IN THOUSANDS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                              GENERAL    LIMITED
                                                              PARTNER    PARTNERS     TOTAL
                                                              -------    --------    -------
<S>                                                           <C>        <C>         <C>
Balance at December 31, 1998................................  $(2,563)   $ 72,804    $70,241
  Cash distributions........................................       --      (3,220)    (3,220)
  Net income (loss).........................................     (105)      1,300      1,195
                                                              -------    --------    -------
Balance at March 31, 1999...................................  $(2,668)   $ 70,884    $68,216
                                                              =======    ========    =======
</TABLE>
 
                                        4
<PAGE>   6
 
                       WESTIN HOTELS LIMITED PARTNERSHIP
                                AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                  MARCH 31,
                                                              ------------------
                                                               1999       1998
                                                              -------    -------
<S>                                                           <C>        <C>
OPERATING ACTIVITIES
Net income..................................................  $ 1,195    $ 1,106
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation and amortization of property and equipment...    2,664      2,747
  Amortization of loan fees.................................       15         10
  Interest on long-term obligation to General Partner.......      842        770
  Interest earned on restricted cash........................      (44)       (92)
  Minority interests........................................       30         28
Changes in assets and liabilities:
  Increase in receivables, net..............................   (1,814)    (2,546)
  Decrease in inventories...................................       17         18
  (Increase) decrease in prepaid expenses and other current
     assets.................................................     (221)        82
  Decrease in trade and other accounts payable..............     (379)      (291)
  Increase in accrued expenses and other current
     liabilities............................................    2,062         83
  Decrease in payable to General Partner and affiliates.....     (507)    (1,224)
  (Decrease) increase in incentive management fees payable
     to General Partner.....................................   (1,485)     1,525
                                                              -------    -------
     Net cash provided by operating activities..............    2,375      2,216
                                                              -------    -------
INVESTING ACTIVITIES
Proceeds from sales of equipment............................       --          3
Acquisition of property and equipment.......................   (1,074)    (7,443)
Increase in restricted cash, net of acquisitions of property
  and equipment.............................................   (1,062)     4,274
Increase in other assets....................................      (79)      (144)
                                                              -------    -------
     Net cash used in investing activities..................   (2,215)    (3,310)
                                                              -------    -------
FINANCING ACTIVITIES
Cash distributions..........................................   (3,220)    (3,221)
Repayment of long-term obligations..........................     (143)      (120)
                                                              -------    -------
     Net cash used in financing activities..................   (3,363)    (3,341)
                                                              -------    -------
Net decrease in cash and cash equivalents...................   (3,203)    (4,435)
Cash and cash equivalents at beginning of period............   31,524     15,750
                                                              -------    -------
Cash and cash equivalents at end of period..................  $28,321    $11,315
                                                              =======    =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for interest....................  $ 3,120    $ 2,593
                                                              =======    =======
</TABLE>
 
                                        5
<PAGE>   7
 
                       WESTIN HOTELS LIMITED PARTNERSHIP
                                AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
 
NOTE 1.  BASIS OF PRESENTATION
 
     The accompanying consolidated financial statements include the accounts of
Westin Hotels Limited Partnership, a Delaware limited partnership (the
"Partnership"), and its subsidiary limited partnerships, The Westin St. Francis
Limited Partnership and The Westin Chicago Limited Partnership. The Westin St.
Francis Limited Partnership owns and operates The Westin St. Francis in downtown
San Francisco, California, and The Westin Chicago Limited Partnership owns and
operates The Westin Michigan Avenue, Chicago in downtown Chicago, Illinois. All
significant intercompany transactions and accounts have been eliminated.
 
     The consolidated financial statements and related information for the
periods ended March 31, 1999 and March 31, 1998 are unaudited. In the opinion of
management, all adjustments necessary for a fair statement of the results of
these interim periods have been included. All such interim adjustments are of a
normal recurring nature. The results of operations for the periods ended March
31, 1999 and March 31, 1998 should not be regarded as indicative of the results
that may be expected for the full year.
 
NOTE 2.  FURTHER INFORMATION
 
     Reference is made to "Notes to Consolidated Financial Statements" contained
in the Partnership's Annual Report on Form 10-K filed for 1998 for information
regarding significant accounting policies, Partnership organization, restricted
cash, accrued expenses, long-term obligations, operating leases, commitments and
contingencies, and related party transactions.
 
                                        6
<PAGE>   8
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
 
FORWARD-LOOKING STATEMENTS
 
     Certain statements contained in this report constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements relating to the Partnership's objectives, strategies,
plans, intentions and expectations, and all statements (other than statements of
historical facts) that address actions, events or circumstances that the
Partnership or its management expects, believes or intends will occur in the
future, are forward-looking statements. All such forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from historical results or those anticipated in the forward-looking
statements, including, without limitation, risks and uncertainties associated
with the following: the availability of capital for renovations; competition
within the lodging industry; the cyclicality of the hotel business; general real
estate and economic conditions; impact of the Year 2000 issue; and the other
risks and uncertainties set forth in the annual, quarterly and current reports
of the Partnership. The Partnership undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new information,
future events or circumstances.
 
GENERAL
 
     The primary market focus of The Westin St. Francis and The Westin Michigan
Avenue, Chicago (individually a "Hotel," collectively the "Hotels") is on
business travelers, tourists, conventions and other groups. Both The Westin St.
Francis and The Westin Michigan Avenue, Chicago experience seasonal trends, with
the lowest occupancy levels occurring during the first quarter, followed by
higher occupancies during the last three quarters of the year.
 
     Westin Realty Corp. is the sole general partner of the Partnership. St.
Francis Hotel Corporation and 909 North Michigan Avenue Corporation are the
respective general partners of the subsidiary limited partnerships, The Westin
St. Francis Limited Partnership and The Westin Chicago Limited Partnership (the
"Hotel Partnerships"), that directly own and operate each Hotel. Since January
2, 1998, each general partner (individually a "General Partner," collectively
the "General Partners") has been a subsidiary of Starwood Hotels & Resorts
Worldwide, Inc. ("Starwood").
 
RESULTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                  MARCH 31,
                                                              ------------------
CONSOLIDATED                                                   1999       1998
------------                                                  -------    -------
<S>                                                           <C>        <C>
REVPAR (revenue per available room).........................  $121.34    $116.08
Operating profit as a percentage of revenues:
  Rooms.....................................................     72.1%      71.0%
  Food and beverage.........................................     21.3%      24.0%
EBITDA (in thousands)(1)....................................  $ 7,416    $ 7,245
</TABLE>
 
---------------
(1) EBITDA is net income before interest expense, depreciation and amortization,
    and minority interests. The General Partner considers EBITDA to be a measure
    of the Partnership's operating performance due to the significance of the
    Partnership's long-lived assets and because such data can be used to measure
    the Partnership's ability to service debt, fund capital expenditures and pay
    cash distributions. EBITDA is not intended to represent cash flow from
    operations as defined by generally accepted accounting principles and such
    information should not be considered as an alternative to net income, cash
    flow from operations or any other performance measure prescribed by
    generally accepted accounting principles.
 
     THREE MONTHS ENDED MARCH 31, 1999 COMPARED WITH THREE MONTHS ENDED MARCH
31, 1998.  Operating profit of $4.4 million for the first quarter of 1999
represents a 4.2% improvement over the same quarter of the prior year. The
Partnership's first quarter EBITDA of $7.4 million improved 2.4% over EBITDA of
$7.2 million in the prior year period.
 
                                        7
<PAGE>   9
 
     Consolidated rooms revenues for the first quarter of 1999 were $21.2
million and represent a 5.3% increase over the same quarter in 1998.
Consolidated REVPAR for the first quarter of 1999 reached $121.34, a 4.5%
increase over the first quarter of 1998. The Westin St. Francis' REVPAR increase
of 2.3% to $146.60 and The Westin Michigan Avenue, Chicago's REVPAR increase of
12.3% to $81.24 were due to increases in average room rates in all segments. At
The Westin St. Francis, the average room rate for the first quarter of 1999
increased 3.2% over the first quarter of 1998 to $183.24 and the occupancy rate
decreased from 80.7% to 80.0%. At The Westin Michigan Avenue, Chicago, the
average room rate increased 15.7% to $149.49 and the occupancy rate decreased
from 55.9% to 54.3% due to a decrease in group segment room nights.
 
     Consolidated rooms profit for the first quarter of 1999 increased 7.0% or
$1.0 million to $15.3 million over the same 1998 quarter. This improvement was
attributable to the REVPAR growth previously noted.
 
     Consolidated food and beverage revenues of $10.5 million in the first
quarter of 1999 represent a $2.0 million or 22.9% increase when compared to the
same 1998 period. The $2.0 million increase in food and beverage revenues was a
direct result of the increased banquet business at The Westin St. Francis and
the conversion of Club Oz to banquet space.
 
     Consolidated food and beverage profit for the first quarter of 1999
increased 9.0% or $0.2 million over the same period in 1998, reflecting the
increase in banquet business at The Westin St. Francis. The Westin St. Francis
contributed $0.6 million to the consolidated increase in food and beverage
profit, which represents a 39.3% increase over the same 1998 quarter. The Westin
Michigan Avenue, Chicago food and beverage profit decreased $0.4 million or
96.3% from the same period in 1998 as a result of a decrease in banquet and
catering revenue.
 
     Consolidated operating expenses for the first quarter of 1999 increased to
$30.2 million, a 10.1% increase over 1998. The most significant increases were
in management fee expense due to increased revenues and in food and beverage
expense due to increased business at The Westin St. Francis discussed above.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     As of March 31, 1999, the Partnership had cash and cash equivalents of
$28.3 million, a $3.2 million decrease from December 31, 1998, which primarily
resulted from the payment of 1998 accrued incentive management fees and the
quarterly distribution to the Limited Partners. Total net cash provided by
operating activities for the three months ended March 31, 1999 equaled $2.4
million.
 
     Pursuant to the mortgage loan restructuring agreement (the "Restructuring
Agreement"), the Partnership is required to make quarterly deposits to FF&E
Reserve Accounts, as defined in the Restructuring Agreement, based upon 5.0% of
gross revenue through maturity of the mortgage loan in 2006. The consolidated
balance of $5.0 million of the Hotels' FF&E Reserve Accounts is included in
restricted cash in the consolidated balance sheets.
 
     The Restructuring Agreement terms require that both Hotels make deposits
into Tax Escrow Accounts for payment of real and personal property taxes. The
consolidated balances of these Tax Escrow Accounts are included in cash and cash
equivalents in the consolidated balance sheets.
 
     During the first quarter of 1999, capital expenditures totaled $1.1
million. The Westin St. Francis spent $1.0 million on capital expenditures
primarily related to facade, kitchen and health club renovation. The Westin
Michigan Avenue, Chicago spent $0.1 million on capital expenditures primarily
related to the conversion of the abandoned health club and basement areas to
offices.
 
     Capital expenditures in 1999 are expected to approximate $11.9 million. The
Westin St. Francis is expected to spend approximately $8.5 million on capital
improvements in 1999, which include the renovation of guest rooms and food and
beverage facilities, a facade project, and other areas such as health club
upgrades, technology enhancements and marble stone work. The Westin Michigan
Avenue, Chicago expects to spend a total of $3.4 million for capital
improvements during 1999, which include a roof replacement, updating EDP and
engineering systems, and upgrading minibars and other food and beverage
equipment. All capital projects have been approved by the mortgage loan lender,
as required by the Restructuring Agreement.
 
                                        8
<PAGE>   10
 
     Under the terms of the mortgage loan, the Partnership is scheduled to make
principal and interest payments of $10.8 million in 1999. Principal and interest
payments of $2.7 million were made in the first quarter of 1999.
 
     At this time, the General Partner anticipates that the cash flow from
operations and the corresponding contributions to the FF&E Reserve Accounts will
provide adequate funding for 1999 capital expenditures and interest payments on
the mortgage loan. In addition, barring any unforeseen adverse occurrences, the
General Partner anticipates that the Partnership will be in a position to
continue distributions to the Limited Partners at an annual level of $95.00 per
Unit in 1999. Future distributions will be based on available net cash flow, as
defined in the Partnership agreement, and are dependent upon the net cash flow,
as defined, generated by the Hotels and the adequacy of cash reserves. The
amount of each distribution will be determined by the General Partner at the end
of each calendar quarter according to the terms of the Partnership agreement and
will be distributed to the Limited Partners within 75 days of the end of the
quarter. Cash distributions of $95 per Unit were paid to the Limited Partners in
1998. Additionally, cash distributions of $23.75 per Unit each were paid to the
Limited Partners on March 15, 1999. The Board of Directors of the General
Partner is in the process of authorizing a cash distribution of $23.75 per Unit
to be paid to the Limited Partners of record as of March 31, 1999 on June 14,
1999.
 
     As required by the Partnership agreement, the General Partner must use its
best efforts to sell or refinance the Hotel properties by the end of 2001.
Accordingly, the General Partner is in the process of exploring opportunities to
sell the Hotel properties. The General Partner has obtained an appraisal of the
Hotels and has retained a broker to market the Hotels. Based upon the appraisal
of the Hotel properties completed by a third party, the General Partner
currently estimates that the allocation to Limited Partners upon the disposition
of the Hotels would range between $950 and $1,200 per Unit. There can be no
assurance, however, that the Hotels will be sold within any specified time
period. Furthermore, there can be no assurance that if the Hotels are sold, the
purchase price will reflect the appraised value of the Hotels. As a result, the
actual allocation to Limited Partners could differ significantly from the above
estimate. The formal marketing of the Hotels will begin in May 1999.
 
RISKS RELATING TO YEAR 2000
 
     Many computer systems were originally designed to recognize calendar years
by the last two digits in the date code field. Beginning in the year 2000, these
date code fields will need to accept four-digit entries to distinguish
twenty-first century dates from twentieth century dates. As a result, in less
than eight months, the computerized systems, which include information and
non-information technology systems, and applications used by the Partnership
will need to be reviewed and evaluated to ensure all such financial, information
and operational systems are Year 2000 compliant.
 
     STATE OF READINESS.  The General Partner has assembled a team of computer
experts to address the Year 2000 compliance issue which will be completed in
three phases as follows:
 
<TABLE>
<CAPTION>
PHASE                       DESCRIPTION                          STATUS      ESTIMATED COMPLETION
-----                       -----------                        ----------    --------------------
<C>     <S>                                                    <C>           <C>
 I      Discovery                                               Complete             --
        - Identify computerized systems, including
        information and non-information systems
        - Inventory all computerized systems
        - Contact vendors for compliance statements
 II     Testing                                                In process    Second Quarter 1999
        - Test all applications and hardware with
          validation tools
        - Submit test statistics to an independent third
        party for verification
        - Review test results
III     Remediation                                            In process    Fourth Quarter 1999
        - Implement modifications or upgrades, as necessary
</TABLE>
 
                                        9
<PAGE>   11
 
     YEAR 2000 PROJECT COSTS.  The total costs for the Year 2000 compliance
review, evaluation, assessment and remediation efforts are not expected to be in
excess of approximately $250,000. Of this amount, approximately $150,000 had
been expended as of March 31, 1999, and an additional $100,000 is expected to be
incurred in the remainder of 1999.
 
     PARTNERSHIP YEAR 2000 RISKS.  There can be no assurance that the efforts
related to the Year 2000 compliance will be sufficient to make the Hotels'
computerized systems and applications Year 2000 compliant in a timely manner or
that the allocated resources will be sufficient. A failure to become Year 2000
compliant could affect the integrity of the guest check-in, billing and
accounting functions. Certain physical property, machinery and equipment could
also fail resulting in safety risks and guest dissatisfaction.
 
     CONTINGENCY PLAN.  The Partnership is in the process of developing its
contingency plan for the Hotels to provide for the most likely worst case
scenarios regarding Year 2000 compliance. This contingency plan is expected to
be completed in late 1999.
 
                          PART II.  OTHER INFORMATION
 
ITEM 5.  OTHER INFORMATION.
 
AFFILIATE TRANSACTIONS
 
     The Partnership reimbursed the General Partner for general and
administrative expenses totaling approximately $185,000 for the first quarter of
1999. Affiliates of the General Partner, including Starwood, as manager of the
Hotels, received base management fees of $1.2 million and incentive management
fees of $3.2 million in the first quarter of 1999. The incentive management fees
paid in the first quarter related to incentive management fees earned in 1998.
The Partnership accrued incentive management fees, payable to Starwood, of $1.8
million for the first quarter of 1999. Marketing fees of $825,000 were paid by
the Partnership to the General Partner for the first quarter of 1999.
Additionally, approximately $1.9 million was paid to the General Partner in the
first quarter of 1999 for services provided by the General Partner, including
property and workers' compensation insurance, systems support, reservations and
advertising.
 
INVESTOR RELATIONS
 
     The Partnership's investor relations function is handled by
ReSource/Phoenix(R) at 2401 Kerner Boulevard, San Rafael, CA 94901-5529. The
toll-free number for ReSource/Phoenix(R) is 1-800-323-5888.
 
UNIT SALES
 
     Relying on the protections of the 5% safe harbor pursuant to Section 7704
of the Internal Revenue Code, the General Partner suspended Unit sales for 1998
and the remainder of 1999 as sale transfer requests totaling 6,848 have been
received for each of 1998 and 1999. The General Partner is, however, continuing
to accept paperwork for Unit sales for processing in 2000. Through the date of
this filing, the General Partner has received requests for the transfer of 1,621
Units which will be completed in 2000. All of the sales requests are in
conjunction with a tender offer priced at $1,000 per Unit.
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
 
(A) EXHIBITS
 
<TABLE>
  <S>   <C>
  4.    Instruments defining the rights of security holders.
        4.1  Amended and Restated Agreement of Limited Partnership
        of Westin Hotels Limited Partnership.(1)
        4.2  Amended and Restated Agreement of Limited Partnership
        of The Westin St. Francis Limited Partnership.(1)
        4.3  First Amendment to Amended and Restated Agreement of
        Limited Partnership of The Westin St. Francis Limited
             Partnership.(3)
</TABLE>
 
                                       10
<PAGE>   12
<TABLE>
  <S>   <C>
        4.4  Amended and Restated Agreement of Limited Partnership
        of The Westin Chicago Limited Partnership.(1)
        4.5  First Amendment to Amended and Restated Agreement of
        Limited Partnership of The Westin Chicago Limited
             Partnership.(3)
  10.  Material contracts.
        10.1   Restructuring Agreement dated as of June 2, 1994.(3)
        10.2   Second Restructuring Agreement dated as of May 27,
               1997.(4)
        10.3   Amended and Restated Management Agreements between
        The Westin St. Francis Limited Partnership and Westin Hotel
               Company, and between The Westin Chicago Limited
               Partnership and Westin Hotel Company, for property
               management services.(2)
        10.4   First Amendments to Amended and Restated Management
        Agreements of The Westin St. Francis Limited Partnership and
               of The Westin Chicago Limited Partnership.(3)
        10.5   Assignment and Assumption of Agreements between
        Westin Hotel Company and St. Francis Hotel Corporation.(6)
        10.6   Assignment and Assumption of Agreements between
        Westin Hotel Company and North Michigan Avenue
               Corporation.(6)
        10.7   Contribution Agreement between St. Francis Hotel
        Corporation and The Westin St. Francis Limited Partnership,
               and between 909 North Michigan Avenue Corporation and
               The Westin Chicago Limited Partnership, for
               contribution of Hotel assets and the transfer of
               limited partnership interests.(2)
        10.8   Promissory Note of St. Francis Hotel Corporation
        dated August 21, 1986 to Teacher Retirement System of
               Texas.(1)
        10.9   First Amendment to Promissory Note of St. Francis
        Hotel Corporation dated as of June 2, 1994.(3)
        10.10  Second Amendment to Promissory Note of St. Francis
        Hotel Corporation dated as of May 27, 1997.(5)
        10.11  Deed of Trust, Financing Statement, Security
        Agreement and Fixture filing dated August 21, 1986
               respecting The Westin St. Francis.(1)
        10.12  First Amendment to Deed of Trust, Financing
        Statement, Security Agreement and Fixture Filing dated as of
               June 2, 1994.(3)
        10.13  Second Amendment to Deed of Trust, Financing
        Statement, Security Agreement and Fixture Filing (With
               Assignment of Rents and Leases) dated as of May 27,
               1997.(5)
        10.14  Promissory Note of 909 North Michigan Avenue
        Corporation dated August 21, 1986 to Teacher Retirement
               System of Texas.(1)
        10.15  First Amendment to Promissory Note of 909 North
        Michigan Avenue Corporation dated as of June 2, 1994.(3)
        10.16  Second Amendment to Promissory Note of 909 North
        Michigan Avenue Corporation dated as of May 27, 1997.(5)
        10.17  Mortgage and Security Agreement dated August 21, 1986
        for The Westin Hotel, Chicago.(1)
        10.18  First Amendment to Mortgage and Security Agreement
               dated as of June 2, 1994.(3)
        10.19  Second Amendment to Mortgage and Security Agreement
               dated as of May 27, 1997.(5)
        10.20  St. Francis FF&E Escrow Agreement dated as of June 2,
               1994.(3)
        10.21  Chicago FF&E Escrow Agreement dated as of June 2,
               1994.(3)
        10.22  Promissory Note dated June 2, 1994 in favor of Westin
        Realty Corp. by Westin Hotels Limited Partnership.(3)
</TABLE>
 
                                       11
<PAGE>   13
<TABLE>
  <S>   <C>
        10.23  Loan Agreement dated as of June 2, 1994 between Westin Hotels 
               Limited Partnership and Westin Realty Corp.(3)
        27.    Financial Data Schedule.
</TABLE>
 
---------------
(1) Incorporated by reference to Exhibits 4.1, 4.2, 4.3, 10.3, 10.4, 10.5 and
    10.6, respectively, to the Partnership's 1986 Annual Report on Form 10-K.
 
(2) Incorporated by reference to Exhibits 10.1 and 10.2, respectively, of the
    Partnership's Registration Statement on Form S-11 (No. 33-3918).
 
(3) Incorporated by reference to Exhibits 4.3, 4.5, 10.1, 10.3, 10.6, 10.8,
    10.10, 10.12, 10.13, 10.14, 10.15 and 10.16, respectively, to the
    Partnership's Form 10-Q for the period ending June 30, 1994.
 
(4) Incorporated by reference to Exhibit 10. to the Partnership's Form 8-K dated
    May 27, 1997.
 
(5) Incorporated by reference to Exhibits 10.8, 10.11, 10.14, 10.17,
    respectively, to the Partnership's Form 10-Q for the period ending June 30,
    1997.
 
(6) Incorporated by reference to Exhibits 10.5 and 10.6, respectively, to the
    Partnership's 1997 Annual Report on Form 10-K.
 
                                       12
<PAGE>   14
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
                                          WESTIN HOTELS LIMITED PARTNERSHIP
                                          (a Delaware limited partnership)
 
                                          By:  WESTIN REALTY CORP.,
                                             Its sole General Partner
 
                                          By:      /s/ ALAN M. SCHNAID
                                            ------------------------------------
                                            Alan M. Schnaid
                                            Vice President
 
Date: April 27, 1999
 
                                       13
<PAGE>   15
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
                                                                      PAGE
<C>     <S>                                                           <C>
 4.     Instruments defining the rights of security holders.........
 4.1    Amended and Restated Agreement of Limited Partnership of
        Westin Hotels Limited Partnership.(1).......................
 4.2    Amended and Restated Agreement of Limited Partnership of The
        Westin St. Francis Limited Partnership.(1)..................
 4.3    First Amendment to Amended and Restated Agreement of Limited
        Partnership of
        The Westin St. Francis Limited Partnership.(3)..............
 4.4    Amended and Restated Agreement of Limited Partnership of The
        Westin Chicago Limited Partnership.(1)......................
 4.5    First Amendment to Amended and Restated Agreement of Limited
        Partnership of
        The Westin Chicago Limited Partnership.(3)..................
10.     Material contracts..........................................
10.1    Restructuring Agreement dated as of June 2, 1994.(3)........
10.2    Second Restructuring Agreement dated as of May 27,
        1997.(4)....................................................
10.3    Amended and Restated Management Agreements between The
        Westin St. Francis Limited Partnership and Westin Hotel
        Company, and between The Westin Chicago Limited Partnership
        and Westin Hotel Company, for property management
        services.(2)................................................
10.4    First Amendments to Amended and Restated Management
        Agreements of The Westin
        St. Francis Limited Partnership and of The Westin Chicago
        Limited Partnership.(3).....................................
10.5    Assignment and Assumption of Agreements between Westin Hotel
        Company and
        St. Francis Hotel Corporation.(6)...........................
10.6    Assignment and Assumption of Agreements between Westin Hotel
        Company and North Michigan Avenue Corporation.(6)...........
10.7    Contribution Agreement between St. Francis Hotel Corporation
        and The Westin St. Francis Limited Partnership, and between
        909 North Michigan Avenue Corporation and The Westin Chicago
        Limited Partnership, for contribution of Hotel assets and
        the transfer of limited partnership interests.(2)...........
10.8    Promissory Note of St. Francis Hotel Corporation dated
        August 21, 1986 to Teacher Retirement System of Texas.(1)...
10.9    First Amendment to Promissory Note of St. Francis Hotel
        Corporation dated as of
        June 2, 1994.(3)............................................
10.10   Second Amendment to Promissory Note of St. Francis Hotel
        Corporation dated as of May 27, 1997.(5)....................
10.11   Deed of Trust, Financing Statement, Security Agreement and
        Fixture filing dated August 21, 1986 respecting The Westin
        St. Francis.(1).............................................
10.12   First Amendment to Deed of Trust, Financing Statement,
        Security Agreement and Fixture Filing dated as of June 2,
        1994.(3)....................................................
10.13   Second Amendment to Deed of Trust, Financing Statement,
        Security Agreement and Fixture Filing (With Assignment of
        Rents and Leases) dated as of May 27, 1997.(5)..............
10.14   Promissory Note of 909 North Michigan Avenue Corporation
        dated August 21, 1986 to Teacher Retirement System of
        Texas.(1)...................................................
10.15   First Amendment to Promissory Note of 909 North Michigan
        Avenue Corporation dated as of June 2, 1994.(3).............
</TABLE>
<PAGE>   16
 
<TABLE>
<CAPTION>
                                                                      PAGE
<C>     <S>                                                           <C>
10.16   Second Amendment to Promissory Note of 909 North Michigan
        Avenue Corporation dated as of May 27, 1997.(5).............
10.17   Mortgage and Security Agreement dated August 21, 1986 for
        The Westin Hotel, Chicago.(1)...............................
10.18   First Amendment to Mortgage and Security Agreement dated as
        of June 2, 1994.(3).........................................
10.19   Second Amendment to Mortgage and Security Agreement dated as
        of May 27, 1997.(5).........................................
10.20   St. Francis FF&E Escrow Agreement dated as of June 2,
        1994.(3)....................................................
10.21   Chicago FF&E Escrow Agreement dated as of June 2,
        1994.(3)....................................................
10.22   Promissory Note dated June 2, 1994 in favor of Westin Realty
        Corp. by Westin Hotels Limited Partnership.(3)..............
10.23   Loan Agreement dated as of June 2, 1994 between Westin
        Hotels Limited Partnership and Westin Realty Corp.(3).......
27.     Financial Data Schedule.....................................
</TABLE>
 
---------------
(1) Incorporated by reference to Exhibits 4.1, 4.2, 4.3, 10.3, 10.4, 10.5 and
    10.6, respectively, to the Partnership's 1986 Annual Report on Form 10-K.
 
(2) Incorporated by reference to Exhibits 10.1 and 10.2, respectively, of the
    Partnership's Registration Statement on Form S-11 (No. 33-3918).
 
(3) Incorporated by reference to Exhibits 4.3, 4.5, 10.1, 10.3, 10.6, 10.8,
    10.10, 10.12, 10.13, 10.14, 10.15 and 10.16, respectively, to the
    Partnership's Form 10-Q for the period ending June 30, 1994.
 
(4) Incorporated by reference to Exhibit 10. to the Partnership's Form 8-K dated
    May 27, 1997.
 
(5) Incorporated by reference to Exhibits 10.8, 10.11, 10.14, 10.17,
    respectively, to the Partnership's Form 10-Q for the period ending June 30,
    1997.
 
(6) Incorporated by reference to Exhibits 10.5 and 10.6, respectively, to the
    Partnership's 1997 Annual Report on Form 10-K.