CNL HOSPITALITY PROPERTIES INC
8-K, 2000-06-27
LESSORS OF REAL PROPERTY, NEC
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                       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): June 16, 2000








                        CNL HOSPITALITY PROPERTIES, INC.
               (Exact Name of Registrant as Specified in Charter)

<TABLE>
<CAPTION>

<S> <C>
                   Florida                            333-67787                         59-3396369
        (State or other jurisdiction          (Commission File Number)                 (IRS Employer
              of incorporation)                                                     Identification No.)


                               450 South Orange Avenue                                  32801
                                  Orlando, Florida                                   (Zip Code)
                      (Address of principal executive offices)

</TABLE>


       Registrant's telephone number, including area code: (407) 650-1000


<PAGE>


Item 2.       Acquisition or Disposition of Assets.

         Palm Desert Portfolio. On June 16, 2000, the Company acquired two hotel
Properties.  The  Properties  are a Courtyard by Marriott and a Residence Inn by
Marriott,  both located in Palm Desert,  California  (the "Courtyard Palm Desert
Property" and the "Residence Inn Palm Desert Property").

         The  Company  acquired  the Palm  Desert  Properties  for an  aggregate
purchase price of $30,250,000  from PDH Associates  LLC. In connection  with the
purchase of the two Properties, the Company, as lessor, entered into a long-term
lease  agreement.  Both hotels are managed by Marriott  International,  Inc. The
general  terms of the  lease  agreement  are  described  in the  section  of the
Prospectus  entitled "Business -- Description of Property Leases." The principal
features of the lease are as follows:

o        The initial term of the lease is approximately 15 years.

o        At the  end of the  initial  lease  term,  the  tenant  will  have  two
         consecutive renewal options of ten years each.

o        The lease  requires  minimum rent payments to the Company of $1,351,000
         per year for the Courtyard Palm Desert Property and $1,674,000 per year
         for the Residence Inn Palm Desert Property.

o        In addition to minimum rent, for each lease year after the second lease
         year, the lease will require  percentage rent equal to seven percent of
         room revenues, in excess of room revenues for the second lease year.

o        A security  deposit equal to  approximately  $419,000 for the Courtyard
         Palm Desert Property and  approximately  $519,000 for the Residence Inn
         Palm Desert  Property has been  retained by the Company as security for
         the tenant's obligations under the leases.

o        The tenant of the  Courtyard  Palm Desert and Residence Inn Palm Desert
         Properties  has  established  a reserve fund which will be used for the
         replacement and renewal of furniture,  fixtures and equipment  relating
         to the hotel  Properties  (the "FF&E  Reserve").  Deposits  to the FF&E
         Reserve are made monthly as follows: 3% of gross receipts for the first
         lease year; 4% of gross  receipts for the second lease year;  and 5% of
         gross receipts every lease year  thereafter.  Funds in the FF&E Reserve
         and all property  purchased  with funds from the FF&E Reserve  shall be
         paid, granted and assigned to the Company as additional rent.

o        Marriott International,  Inc. has guaranteed the tenant's obligation to
         pay  minimum  rent under the lease.  The  guarantee  terminates  on the
         earlier  of the end of the third  lease year or at such time as the net
         operating  income from the Property  exceeds minimum rent due under the
         lease by 25% for any trailing  12-month  period.  The maximum amount of
         the  guarantee is  $3,025,000.  Upon  acquisition  of the  Gaithersburg
         Property, the Merrifield Property and the Newark Property, as described
         in the Prospectus under the heading "Business--  Pending  Investments,"
         the maximum amount of the guarantee will increase to $6,405,400 and the
         guarantee will cover minimum rent payments for the pending  investments
         listed above and the Mira Mesa Property, in addition to the Palm Desert
         Properties (collectively, the "Pooled Properties"). From this time, net
         operating  income from all of the Pooled  Properties  will be pooled in
         determining  whether the Pooled  Properties'  aggregate  net  operating
         income exceeds the aggregate minimum rent due under the leases by 25%.

o        In addition,  upon the acquisition of the Little Lake Bryan Properties,
         as described in the Prospectus  under the heading  "Business -- Pending
         Investments,"  the  leases for the Little  Lake Bryan  Properties  will
         contain  cross-default  terms with respect to the leases for the Pooled
         Properties,  meaning that if the tenant to any of the Little Lake Bryan
         Properties or the Pooled  Properties  defaults on its obligations under
         its lease,  the Company  will have the  ability to pursue its  remedies
         under  the  leases  with  respect  to  all  of the  Little  Lake  Bryan
         Properties and the Pooled Properties,  regardless of whether the tenant
         of any such Property is under default under its lease.

         The  federal  income  tax  basis  of  the  depreciable  portion  of the
Courtyard  Palm Desert  Property and the Residence  Inn Palm Desert  Property is
approximately $12,109,000 and $14,680,000, respectively.



<PAGE>


         The Courtyard Palm Desert Property, which opened in September 1999, has
151 guest rooms, three meeting rooms, a 60-seat dining room and lounge/bar area,
tennis  courts,  exercise room,  pool and putting green.  The Residence Inn Palm
Desert  Property,  which opened in February 1999, has seven two-story  buildings
with 130 guest suites and a separate  building with a lobby,  hearth room, three
meeting  rooms and a ballroom.  Additional  amenities  include a swimming  pool,
whirlpool,  two tennis  courts and a putting  green.  The hotel  Properties  are
located in the Coachella  Valley,  which  according to  Hospitality  Real Estate
Counselors,  Inc. (HREC) is one of the fastest growing areas in California.  The
Residence  Inn  and  Courtyard  Properties  are  the  first  new  hotels  to  be
constructed  in Palm  Desert in ten years.  Approximately  110 miles east of Los
Angeles,  the  Coachella  Valley  is a  tourist  destination  noted for its warm
climate,  recreational  activities and the San Jacinto, Santa Rosa and Chocolate
mountain ranges that border the area. Leisure and residential development define
the  immediate  surroundings  of the  two  hotels.  Both of the  Properties  are
adjacent  to the Desert  Willow Golf Resort and within  close  proximity  to the
Desert Springs  Marriott  Resort and Spa.  Guests of the hotels have  convenient
access to four golf courses,  all within one mile of the hotels.  The Properties
are accessible by Interstate  10, the major highway in the area.  Airport access
to the area  includes  Palm  Springs  Regional  Airport,  Ontario  International
Airport and Los Angeles International  Airport. Other lodging facilities located
in  proximity  to the  Courtyard  Palm  Desert  and  Residence  Inn Palm  Desert
Properties  include the Marriott Desert Springs,  an Embassy Suites,  the Shadow
Mountain  Resort,  the  Indian  Wells  Resort,  the  Miramonte  Resort  and  the
Renaissance  Esmeralda.  The average occupancy rate, the average daily room rate
and the  revenue  per  available  room for the  periods  the  hotels  have  been
operational are as follows:
<TABLE>
<CAPTION>

                          Courtyard Palm Desert Property                               Residence Inn Palm Desert Property
                 -----------------------------------------------------    -----------------------------------------------------
                    Average           Average             Revenue            Average           Average             Revenue
                   Occupancy        Daily Room         per Available        Occupancy        Daily Room         per Available
    Year             Rate              Rate                Room               Rate              Rate                Room
--------------   --------------    --------------     ----------------    --------------    --------------     ----------------
<S> <C>
        *1999         50.50%          $  92.33              $46.62             50.50%           $122.25            $  61.74
       **2000         82.60%            114.39               94.53             74.80%            166.55              124.54
</TABLE>

*        Data for the  Courtyard  Palm  Desert  Property  represents  the period
         September 1, 1999 through  December 31, 1999 and data for the Residence
         Inn Palm  Desert  Property  represents  the period  February  19,  1999
         through December 31, 1999.
**       Data for 2000  represents  the period January 1, 2000 through April 30,
         2000.

         The Company  believes that the results  achieved by the  Properties for
1999,  as  shown in the  table  above,  are not  indicative  of their  long-term
operating  potential,  as the Properties had only been open since  September and
February 1999, respectively.




<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be filed on its behalf by
the undersigned thereunto duly authorized.

                                     CNL HOSPITALITY PROPERTIES, INC.


Dated:  June 26, 2000                By:       /s/ Robert A. Bourne
                                              ----------------------------------
                                              ROBERT A. BOURNE, President





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