-----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, FR4LYwSBc/rPBfoy0R8c1yWaIGsU2TxH5URCx4HrSmhdru+x/unro2o1WSS8kIZm EN71oDLePj4Nadypf34Z1w== 0000820062-98-000012.txt : 19980720 0000820062-98-000012.hdr.sgml : 19980720 ACCESSION NUMBER: 0000820062-98-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980702 ITEM INFORMATION: FILED AS OF DATE: 19980717 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION VALLEY COMFORT SUITES LTD CENTRAL INDEX KEY: 0000810661 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 330213497 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18080 FILM NUMBER: 98667934 BUSINESS ADDRESS: STREET 1: 3145 SPORTS ARENA BLVD CITY: SAN DIEGO STATE: CA ZIP: 92110 BUSINESS PHONE: 6192261212 MAIL ADDRESS: STREET 1: 631 CAMINO DEL RICO SOUTH CITY: SAN DIEGO STATE: CA ZIP: 92108 FORMER COMPANY: FORMER CONFORMED NAME: MOTELS OF AMERICA SERIES X DATE OF NAME CHANGE: 19900418 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 2, 1998 Mission Valley Comfort Suites Ltd., A California Limited Partnership - -------------------------------------------------------------------- (Exact Name of Registrant as specified in its charter) California 33-11224-LA 33-0213497 ------------------- ------------------------ ------------------- (State or other (Commission File No.) (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 1466 9th Avenue, San Diego, California 92101 - ------------------------------------------------ ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number: (619) 699-6100 --------------------- Item 2. Acquisition or Disposition of Assets (a) On July 2, 1998, the Registrant sold all of its investment property, consisting of a 122-room motel on leased land and related furniture, fixtures, and equipment, to Piyal, LLC for $5,000,000 in cash. The buyer also assumed the Registrant's obligations under the land lease. The sale was approved by limited partners holding a majority of the Registrant's limited partnership interests pursuant to a Consent Solicitation Statement dated June 18, 1998. The Registrant received net proceeds from the sale of $4,647,699 as follows:
Sale price $ 5,000,000 Less payoff of first trust deed (190,392) Less sales commission (150,000) Less net pro rations and other closing costs (11,909) ------------------ Net proceeds from the sale $ 4,647,699 =========
The Registrant had a gain from the sale of $2,804,199 for financial reporting purposes as follows:
Sale price $ 5,000,000 Add elimination of deferred rent liability associated with land lease assumed by the buyer 1,439,082 Less net book value of assets sold (3,469,383) Less sales commission and other closing costs (165,500) ---------------- Net gain from the sale for financial reporting purposes $ 2,804,199 ============
Management plans to pay a liquidating distribution to the limited partners of $4,446,371 ($753.62 per interest) and an operating distribution to all partners of $115,301 ($17.59 per interest) in July 1998. The Registrant will retain $300,000 of cash to cover its remaining liabilities and any unexpected claims. Any amount not needed for this purpose will be distributed to the partners when management determines that all liabilities and potential claims have been paid or provided for at which time manage- ment intends to cause the Registrant to be dissolved. In connection with the sale, on July 2, 1998, the Registrant notified Choice Hotels International (Choice) that it was electing to terminate the franchise agreement between the Registrant and Choice. Under the terms of the franchise agreement, the Registrant may be liable to Choice for certain fees and other costs resulting from the sale of the motel and the Registrant's election to terminate the franchise agreement. The buyer is presently negotiating with Choice regarding a possible new franchise agreement, and the buyer has agreed to indemnify the Registrant for any and all claims made by Choice related to the sale of the motel and the election to terminate the franchise agreement. Item 7. Financial Statements and Exhibits (b) Summarized pro forma balance sheet information (unaudited) for the Registrant before and after the sale is as follows:
Before Effects of After Sale Sale Sale ----------- -------------- ------------ Cash $280,622 $4,647,699 $4,928,321 Other current assets 50,263 (14,384) 35,879 Investment property, net 3,429,582 (3,429,582) Franchise fees, net 25,417 (25,417) -------------- ---------------- -------------- Total assets $3,785,884 $1,178,316 $4,964,200 ============ ================ ============== Current liabilities $77,237 $2,164 $79,401 Long-term debt 188,965 (188,965) Deferred rent liability 1,439,082 (1,439,082) Partners' capital 2,080,600 2,804,199 4,884,799 --------------- --------------- --------------- Total liabilities and partners' capital $3,785,884 $1,178,316 $4,964,200 ============= ================ ==============
The above pro forma information does not include the effects of the planned post-sale distributions to partners or the costs to administer the affairs of the Registrant through the date of the final liquidation and dissolution. SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned hereunto duly authorized. (REGISTRANT) MISSION VALLEY COMFORT SUITES LTD., A California Limited Partnership By: GHG Hospitality, Inc. Corporate General Partner By: (SIGNATURE) / s / Stephen D. Burchett (NAME AND TITLE) Stephen D. Burchett, Vice President (DATE) July 15, 1998 In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: (SIGNATURE) / s / Stephen D. Burchett (NAME AND TITLE) Stephen D. Burchett, Vice President GHG Hospitality, Inc. Corporate General Partner (DATE) July 15, 1998 -----END PRIVACY-ENHANCED MESSAGE-----