8-K 1 file001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 16, 2001 Fairfield Inn by Marriott Limited Partnership --------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware ------------------------------------ (State or Other Jurisdiction of Incorporation) 0-16728 52-1638296 ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (617) 570-4600 ------------------ (Registrant's Telephone Number, Including Area Code) 10400 Fernwood Road, Bethesda, Maryland 20817 ------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 1. Change in Control On August 16, 2001, the first stage of the Restructuring Plan as described in the Partnership's Consent Solicitation to Limited Partners dated July 13, 2001 (the "Consent") was consummated as FIBM One LLC transferred to AP-Fairfield GP, LLC its general partner interest in the Partnership. Accordingly, control of the Partnership is now vested in AP-Fairfield GP, LLC (the "New General Partner"). As indicated in the Consent, the principals of the New General Partner have extensive experience in partnership, asset and property management as well as investor servicing. For further information relating to the business experience of the principals of the New General Partner, reference is made to the Consent. 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 hereunto duly authorized this 16th day of August, 2001. FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP By: AP-FAIRFIELD GP, LLC Its General Partner By: /s/ Michael L. Ashner --------------------- Michael L. Ashner President