SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13e-3 of the Securities Exchange Act of 1934 and
Rule 13e-3 thereunder)
Super 8 Motels, Ltd.
(Name of the Issuer)
Super 8 Motels, Ltd.
Grotewohl Management Services, Inc.
Mark Grotewohl
(Name of Persons Filing Statement)
Units of Limited Partnership Interest
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Philip B. Grotewohl
Grotewohl Management Services, Inc.
2030 J Street
Sacramento, CA 95814
(916) 442-9183
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with:
[X] (a) The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
[ ] (b) The filing of a registration statement under the Securities Act of 1933.
[ ] (c) A tender offer.
[ ] (d) None of the above.
Check the following box if the soliciting materials or information statement
referred to above are preliminary copies: [X]
Calculation of Filing Fee
Transaction valuation Amount of filing fee
$12,100,000 $2,420
(Based on purchase price of property)
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount previously paid: $2,420
Form or Registration No.: Schedule 14A
Filing party: Registrant
Date Filed: May 15, 1998
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DOCUMENTS INCORPORATED BY REFERENCE
Revised Preliminary Schedule 14A (filed July 28, 1998)
CROSS REFERENCE SHEET REQUIRED PURSUANT TO
GENERAL INSTRUCTION "F" OF SCHEDULE 13E-3
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ITEM IN SCHEDULE 13E-3 LOCATION
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1. Issuer and Class of Notice; Solicitation of Consents; Outstanding
Security Subject to the Voting Securities and Voting Rights; Special
Transaction Factors; Financial Information - Selected
Partnership Financial Data; Financial
Information - Management's Discussion and
Analysis of Financial
Condition and Results of Operations
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2. Identity and Background Management; Purchase Agreement
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3. Past Contacts, Transactions Financial Statements; Purchase Agreement;
or Negotiations Special Factors
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4. Terms of the Transaction Purchase Agreement
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5. Plans or Proposals of the Purchase Agreement; Effects of Approval of the
Issuer or Affiliate Proposals
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6. Source and Amounts of Funds Purchase Agreement; Effects of Approval of the
or Other Consideration Proposals
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7. Purpose(s), Alternatives, Special Factors; Effects of Approval of the
Reasons and Effects Proposals
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8. Fairness of the Transaction Special Factors; Outstanding Voting Securities
and Voting Rights
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9. Reports, Opinions, Appraisals Special Factors; Appraisal of the
and Certain Negotiations Properties/Fairness Opinion
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10.Interest in Securities of Outstanding Voting Securities and Voting Rights
the Issuer
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11.Contracts, Arrangements, or Outstanding Voting Securities and Voting Rights
Understandings with Respect
to the Issuer's Securities
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12.Present Intention and Special Factors
Recommendation of Certain
Persons with Regard to the
Transaction
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13.Other Provisions of the Outstanding Voting Securities and Voting Rights
Transaction
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14.Financial Information Financial Information - Selected Partnership
Financial Data; Financial Statements
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15.Persons and Assets Purchase Agreement; Effects of Approval of the
Employed, Retained Proposals; Appraisal of the Properties/Fairness
or Utilized Opinion
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16.Additional Information Information Statement; Notice; Form of Proxy;
Schedule 14A
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17.Materials to be Filed Appraisal; Fairness Opinion; Agreement with
as Exhibits Everest Group; Schedule 14A
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Capitalized terms used but not expressly defined herein shall have the
meanings ascribed to them in the Registrant's Information Statement (as defined
below). For the purpose of this Schedule 13E-3, the following capitalized terms
shall be ascribed the following meanings:
"Form of Proxy" refers to the form of Actions by Written Consent of
Limited Partners included as Appendix 2 to the Schedule 14A.
"Information Statement" refers to the Information Statement forming
part of Schedule 14A.
"Notice" refers to the Notice of Proposed Actions by Written Consent
included as Appendix 1 to the Schedule 14A.
"Schedule 14A" refers to the Partnership's Schedule 14A filed on
July 28, 1998.
All of the documents listed above are hereby incorporated herein by this
reference.
For the purpose of responses to this Schedule 13E-3, cross references
will be made to Schedule 14A and to information under specified sections of the
documents contained therein.
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ITEM 1. Issuer and Class of Security Subject to the Transaction.
(a) See the Notice. In answer to this item, such information is incorporated
herein by this reference.
(b) See "Solicitation of Consents" and "Outstanding Voting Securities and Voting
Rights" in the Information Statement. In answer to this item, such information
is incorporated herein by this reference.
(c) See the fourth bullet factor under "Special Factors" in the Information
Statement. In answer to this item, such information is incorporated herein by
this reference.
(d) See "Financial Information - Selected Partnership Financial Data" and
"Financial Information - Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Information Statement. In answer to
this item, such information is incorporated herein by this reference.
(e) During the past three years, neither the Partnership, Grotewohl Management
Services, Inc. nor Mark Grotewohl has made an underwritten offering of Units for
cash which was registered under the Securities Act of 1933 or exempt from
registration thereunder pursuant to Regulation A. Accordingly, this information
is omitted from the Information Statement.
(f) Since commencement of the Partnership's second full fiscal year preceding
the date of this Schedule 13E-3, neither the Partnership, Grotewohl Management
Services, Inc., nor Mark Grotewohl has purchased any Units. Accordingly, this
information is omitted from the Information Statement.
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ITEM 2. Identity and Background
(a)-(d) This Schedule is filed by the Partnership, Grotewohl Management
Services, Inc., the General Partner of the Partnership, and Mark Grotewohl.
The Partnership is a California limited partnership which has no
executive officers or directors. The principal business address of the
Partnership is 2030 J Street, Sacramento, CA 95814. The Partnership's general
partner is Grotewohl Management Services, Inc.
Grotewohl Management Services, Inc. is a California corporation owned
one-half by Philip B. Grotewohl and one-half by his former wife, who is not
involved in the day-to-day operations of Grotewohl Management Services, Inc.,
and who does not serve as a director or executive officer thereof. The directors
of Grotewohl Management Services, Inc. are Philip B. Grotewohl and David P.
Grotewohl, his son, and the executive officers of Grotewohl Management Services,
Inc. are Philip B. Grotewohl, David P. Grotewohl, and Lee Cummings. The
principal business address of Grotewohl Management Services, Inc. is 2030 J
Street, Sacramento, CA 95814. During the past five years Grotewohl Management
Services, Inc. and its affiliate, Brown & Grotewohl, a California general
partnership one-half owned by Philip B. Grotewohl and one-half owned by the
Estate of Dennis A. Brown, principally have been engaged in the business of
managing various limited partnerships which own and operate lodging facilities,
and in the business of managing such lodging facilities. During the past five
years Philip B. Grotewohl's business activities have been conducted solely
through Grotewohl Management Services, Inc. and Brown & Grotewohl. The principal
business address of Philip B. Grotewohl is 2030 J Street, Sacramento, CA 95814.
In addition to serving as an executive officer of Grotewohl Management Services,
Inc., during the past two and one-half years David P. Grotewohl has been engaged
part-time as a sole proprietor in the marketing of consumer products and
services under the business name "The Biscayne Group." The principal business
address of David P. Grotewohl is 2030 J Street, Sacramento, CA 95814.
Mark Grotewohl is the son of Philip B. Grotewohl. During the last five
years, until April 30, 1998, Mark Grotewohl was employed as the manager of one
of the Partnership's motels and as the marketing and sales director for the five
GMS Partnerships. Since that time, Mark Grotewohl has been engaged in
facilitating the proposed transaction discussed in the Information Statement.
The home address of Mark Grotewohl is 1811 11th Avenue, Sacramento, CA 95818.
See "Management" and "Purchase Agreement" for information respecting
the persons filing this Schedule 13E-3. In answer to this item, such information
is incorporated herein by this reference
(e) None of the Partnership, Grotewohl Management Services, Inc., Philip B.
Grotewohl, David P. Grotewohl, or Mark Grotewohl has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). Accordingly, this information is omitted from the
Information Statement.
(f) None of the Partnership, Grotewohl Management Services, Inc., Philip B.
Grotewohl, David P. Grotewohl, or Mark Grotewohl has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining further violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violation of such laws. Accordingly, this information is omitted from the
Information Statement.
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(g) Each of the natural persons named in (f) is a citizen of the United States.
This information is omitted from the Information Statement.
ITEM 3. Past Contacts, Transactions or Negotiations.
(a)(1) See Note 4 and Note 7 to the Partnership's audited financial statements
included in the Information Statement. In answer to this item, such information
is incorporated herein by this reference.
(a)(2) No contacts, negotiations or transactions have been entered into or have
occurred which are required to be disclosed under this item, other than the
proposed transaction to be voted upon. Accordingly, except with respect to the
proposed transaction to be voted upon, this information is omitted from the
Information Statement. With respect to the proposed transaction to be voted
upon, see "Purchase Agreement" in the Information Statement. In answer to this
item, such information is incorporated herein by this reference.
(b) No contacts, negotiations or transactions have been entered into or have
occurred which are required to be disclosed under this item, other than the
proposed transaction to be voted upon and the offer to purchase the
Partnership's property made by the Everest Group. Accordingly, except with
respect to the proposed transaction to be voted upon and the offer to purchase
the Partnership's property made by the Everest Group, this information is
omitted from the Information Statement. With respect to the proposed transaction
to be voted upon, see "Purchase Agreement" in the Information Statement, and
with respect to the offer to purchase the Partnership's property made by the
Everest Group, see "Special Factors." In answer to this item, such information
is incorporated herein by this reference.
ITEM 4. Terms of the Transaction.
(a) See "Purchase Agreement" in the Information Statement. In answer to this
item, such information is incorporated herein by this reference.
(b) There is no term or arrangement concerning the proposed transaction relating
to any Unit holder of the Partnership which is not identical to that relating to
other Unit holders of the Partnership. Accordingly, this information is omitted
from the Information Statement.
ITEM 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(g) See "Purchase Agreement" and "Effects of Approval of the Proposals" in
the Information Statement for information respecting the proposed sale of the
Partnership's assets and its subsequent liquidation. In answer to this item,
such information is incorporated herein by this reference. There are currently
no plans or proposals of the nature set forth in this item with respect to
Grotewohl Management Services, Inc., and such plans or proposals are not
applicable to natural persons. Accordingly, this information is omitted from the
Information Statement.
ITEM 6. Source and Amounts of Funds or Other Consideration.
(a)-(d) See "Purchase Agreement" and "Effects of Approval of the Proposals" in
the Information Statement. In answer to this item, such information is
incorporated herein by this reference.
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ITEM 7. Purpose(s), Alternatives, Reasons and Effects.
(a)-(d) See "Special Factors" and "Effects of Approval of the Transaction" in
the Information Statement. In answer to this item, such information is
incorporated herein by this reference.
ITEM 8. Fairness of the Transaction
(a) See "Special Factors" in the Information Statement. In answer to this item,
such information is incorporated herein by this reference.
(b) See "Special Factors" in the Information Statement. In answer to this item,
such information is incorporated herein by this reference.
(c) See "Outstanding Voting Securities and Voting Rights" in the Information
Statement. In answer to this item, such information is incorporated herein by
this reference.
(d)-(e) The Partnership does not have directors. Accordingly, this information
is omitted from the Information Statement.
(f) See "Special Factors" in the Information Statement. In answer to this item,
such information is incorporated herein by this reference.
ITEM 9. Reports, Opinion, Appraisals and Certain Negotiations.
(a)-(c) See "Special Factors" and "Appraisal of the Properties/Fairness Opinion"
in the Information Statement. In answer to this item, such information is
incorporated herein by this reference.
ITEM 10. Interest in Securities of the Issuer.
(a) See "Outstanding Voting Securities and Voting Rights" in the Information
Statement. In answer to this item, such information is incorporated herein by
this reference.
(b) There has been no transaction in the Units subject to Rule 13e-3 that was
effected during the past 60 days by the persons named in response to paragraph
(a) of this item. Accordingly, this information is omitted from the Information
Statement.
ITEM 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities.
See "Outstanding Voting Securities and Voting Rights" in the
Information Statement. In answer to this item, such information is incorporated
herein by this reference.
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ITEM 12. Present Intention and Recommendation of Certain Persons with
Regard to the Transaction.
(a) None of Grotewohl Management Services, Inc., Philip B. Grotewohl, David
P. Grotewohl, or Mark Grotewohl owns any Units. Accordingly, this information is
omitted from the Information Statement.
(b) For the recommendation of Grotewohl Management Services, Inc., see "Special
Factors" in the Information Statement. In answer to this item, such information
is incorporated herein by this reference. None of the other persons named in
paragraph (a) of this item has made a recommendation. Accordingly, this
information is omitted from the Information Statement.
ITEM 13. Other Provisions of the Transaction.
(a) See "Outstanding Voting Securities and Voting Rights" in the Information
Statement. In answer to this item, such information is incorporated herein by
this reference.
(b) Except as required by state law or the Partnership Agreement, in connection
with the proposed transaction no provision has been made (i) to allow
unaffiliated security holders to obtain access to the files of the Partnership
or Grotewohl Management Services, Inc. or (ii) to obtain counsel or appraisal
services at the expense of any person named Item 2. Accordingly, this
information is omitted from the Information Statement.
(c) The proposed transaction does not entail the exchange of debt securities.
Accordingly, this information is omitted from the Information Statement.
ITEM 14. Financial Information.
(a)(1) See the audited financial statements included under "Financial
Statements" in the Information Statement. In answer to this item, such
information is incorporated herein by this reference.
(a)(2) See the unaudited financial statements included under "Financial
Statements" in the Information Statement. In answer to this item, such
information is incorporated herein by this reference.
(a)(3) Inapplicable, as the Partnership is not registering and has not
registered debt securities or preference equity securities. Accordingly, this
information is omitted from the Information Statement.
(a)(4) See "Financial Information - Selected Partnership Financial Data" in the
Information Statement. In answer to this item, such information is incorporated
herein by this reference.
ITEM 15. Persons and Assets Employed, Retained or Utilized.
(a) Partnership assets will be used in consideration of the proposed
transaction, to pay the costs of the proposed transaction, and to make
liquidating distributions. Partnership officers and employees have been utilized
to negotiate the terms of the proposed transaction, to assist in the conduct of
the appraisals, and to assist in the preparation of this Schedule and the
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Schedule 14A. See "Purchase Agreement," "Effects of Approval of the Proposals,"
and "Appraisal of the Properties/Fairness Opinion" in the Information Statement.
In answer to this item, such information is incorporated herein by this
reference.
(b) No persons have been or are to be employed, retained or compensated by the
Partnership, Grotewohl Management Services, Inc. or Mark Grotewohl or by any
person on behalf of the Partnership, Grotewohl Management Services, Inc. or Mark
Grotewohl to make solicitations or recommendations in connection with the
proposed transaction.
ITEM 16. Additional Information.
See the Information Statement, the Notice, the Form of Proxy, and the
other portions of the Schedule 14A. In answer to this item, such information is
incorporated herein by this reference.
ITEM 17. Material to be Filed as Exhibits.
(a) Inapplicable. Accordingly, this information is omitted from the Information
Statement.
(b) See Exhibit 99.1 (appraisals) and Exhibit 99.2 (fairness opinion) to the
Schedule 14A. In answer to this item, such information is incorporated herein by
this reference.
(c) See Exhibit 10.2 (agreement with the Everest Group) to the Schedule 14A. In
answer to this item, such information is incorporated herein by this reference.
(d) See the Schedule 14A. In answer to this item, such information is
incorporated herein by this reference.
(e) Inapplicable. Accordingly, this information is omitted from the Information
Statement.
(f) Inapplicable. Accordingly, this information is omitted from the Information
Statement.
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated the 27th day of July, 1998 SUPER 8 MOTELS, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
By: Grotewohl Management Services, Inc.,
General Partner
By: /S/ PHILIP B GROTEWOHL
Philip B. Grotewohl
GROTEWOHL MANAGEMENT SERVICES, INC.
By: /S/ PHILIP B GROTEWOHL
Philip B. Grotewohl
/s/ MARK GROTEWOHL
