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 (Date of earliest event reported): July 3, 1998
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its Charter)
FLORIDA
333-264
59-2541464
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
12800 UNIVERSITY DRIVE, FORT MYERS, FLORIDA 33097
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941) 481-5600
ITEM 5: OTHER EVENTS
On July 10, 1998, South Seas Properties Company Limited Partnership
(the "Company") issued a press release announcing that it has commenced
a tender offer to purchase all of the Company's 10% Subordinated Notes
due April 15, 2003. The Company is also soliciting consents from
noteholders to amend the Indenture for the 10% Subordinated Notes to
remove, among other things, the significant restrictive covenants
contained therein, and to a transaction with CapStar Management
Company, L.P., a Delaware limited partnership ("CapStar Management")
and CapStar Hotel Company, a Delaware corporation ("CapStar Hotel").
The July 10, 1998 press release is filed herewith as Exhibit 99
and incorporated herein by reference.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibit is filed herewith:
99. Press Release issued by the Registrant on July 10, 1998.
<PAGE>
SIGNATURE
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.
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
TIMOTHY R. BOGOTT
PRESIDENT
S.S. RESORT MANAGEMENT, L.C.
GENERAL PARTNER OF SOUTH SEAS
RESORTS COMPANY, L.P.
(SIGNATURE)
JULY 15, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99 Press Release issued by the Registrant on July 10, 1998.
<PAGE>
Exhibit 99
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP ANNOUNCES
CASH TENDER OFFER FOR 10% SUBORDINATED NOTES DUE APRIL 15, 2003
CUSIP NO. 840179AA3
Fort Myers, Florida, July 10, 1998 - South Seas Properties Company Limited
Partnership ("South Seas") announced that it has commenced a cash tender
offer and consent solicitation relating to $43.5 million outstanding
principal amount of 10% Subordinated Notes Due April 15, 2003 (the "Notes").
The tender offer will expire at 5:00 p.m., New York City time, on
August 3, 1998, unless terminated or extended.
The Tender Offer Consideration will be the greater of: (i) 115%
of the principal amount of Notes tendered, or (ii) an amount equal
to the present value of the call premium of the Notes plus a spread
to call of certain benchmark U.S. Treasury securities at the time of closing.
In conjunction with the tender offer, South Seas is
soliciting consents to certain proposed amendments to the Indenture
governing the Notes (the "Proposed Amendments") and to a
transaction with CapStar Management Company, L.P., a Delaware
limited partnership ("CapStar Management") and CapStar Hotel
Company, a Delaware corporation ("CapStar Hotel"). The Proposed
Amendments would, among other things, eliminate substantially all
of the restrictive covenants and would amend certain other
provisions contained in the Indenture for the Notes. The
transaction with CapStar Management and CapStar Hotel was described
in an April 15, 1998 press release in which South Seas announced
that it had entered into a Contribution Agreement with CapStar
Management and CapStar Hotel, and an Asset Purchase Agreement
with CapStar Hotel (collectively, the "CapStar Transaction"),
under which South Seas agreed to transfer substantially all
of its assets to CapStar Management and CapStar Hotel in
exchange for cash and limited partnership units in CapStar
Management with a combined value totaling approximately
$197.5 million.
The tender offer is conditioned upon, among other things,
the Company obtaining the consent of Noteholders representing not
less than 66 2/3% in aggregate principal amount of the outstanding
Notes to the CapStar Transaction and the Proposed Amendments.
McDonald & Company Securities, Inc. and EVEREN Securities,
Inc. are acting as Dealer Managers for the tender offer and consent
solicitation. The Information and Tabulation Agent is Bondholder
Communications Group.
The tender offer and consent solicitation are being made
pursuant to an Offer to Purchase and Consent Solicitation Statement
and related Letter of Instruction, which more fully set forth the
terms of the tender offer and consent solicitation.
Additional information concerning the terms of the tender
offer and consent solicitation may be obtained from McDonald &
Company Securities, Inc. at (216) 443-2602, Attention: Capital Markets,
or EVEREN Securities, Inc. at (312) 574-6404, Attention: Robin Budd.
Copies of the Offer to Purchase and Consent Solicitation Statement
and related documents may be obtained from Bondholder Communications
Group, at 30 Broad Street - 46th Floor New York, New York 10004,
(888) 385-2663 (Toll-Free), Attention: Sandra Pleasant.
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