SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 7 to
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
<PAGE>
This statement is intended to be the final amendment to the Rule 13e-3
Transaction Statement filed by Super 8 Motels, Ltd. (the "Issuer"), Grotewohl
Management Services, Inc., and Mark Grotewohl on July 28, 1998, as amended by
Amendment No. 1 thereto filed on September 22, 1998, Amendment No. 2 thereto
filed on November 2, 1998, Amendment No. 3 thereto filed on November 12, 1998,
Amendment No. 4 thereto filed on November 17, 1998, Amendment No. 5 thereto
filed on December 15, 1998 and Amendment No. 6 thereto filed on March 4, 1999
(collectively, the "Transaction Statements"). The subject of the Transaction
Statements was the sale of the property of the Issuer on the terms described in
the Transactions Statements.
The sale of the property of the Issuer (consisting of the motel located in
Modesto, California and the related assets, the motel located in Sacramento
County, California and the related assets, and the motel located in South San
Francisco, California and the related assets, as described in the Transaction
Statements) was approved by a majority-in-interest of the limited partners of
the Issuer. Effective February 22, 1999, the Modesto motel and the related
assets were sold by the Issuer to the purchaser described in the Transaction
Statements. Effective March 24, 1999, the Sacramento County motel and the
related assets, and the South San Francisco motel and the related assets, were
sold by the Issuer to the purchaser described in the Transaction Statements, and
the Issuer was dissolved. Upon completion of its winding-up activities, the
Issuer will be terminated.
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<PAGE>
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 26th day of March, 1999 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
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