<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
Under the Securities Exchange Act of 1934
FAMOUS HOST LODGING V, LTD.
(Name of Issuer)
UNITS REPRESENTING ASSIGNMENTS OF LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
--------------------
(CUSIP Number)
David I. Lesser
Everest Properties II, LLC
199 South Los Robles Avenue, Suite 440
Pasadena, California 91101
(626) 585-5920
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
OCTOBER 28, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
<PAGE> 2
SCHEDULE 13D
AMENDMENT NO. 1
CUSIP No. PAGE 2 OF 7 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EVEREST PROPERTIES, LLC
TAXPAYER ID NO.: 95-4576844
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]1
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
294 Units
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 294 Units
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
294 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]2
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 3.3% (Based on 9,022 Units reported as outstanding
as of March 31, 1997)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
AMENDMENT NO. 1
CUSIP No. PAGE 3 OF 7 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EVEREST PROPERTIES, II LLC
TAXPAYER ID NO.: 95-4599059
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]4
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
257 Units
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 257 Units
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]5
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 2.8% (Based on 9,022 Units reported as outstanding
as of March 31, 1997)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
AMENDMENT NO. 1
CUSIP No. PAGE 4 OF 7 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EVEREST LODGING INVESTORS, LLC
TAXPAYER ID NO.: 95-4619608
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]6
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
257 Units
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 257 Units
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]7
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 2.8% (Based on 9,022 Units reported as outstanding
as of March 31, 1997)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
AMENDMENT NO. 1
CUSIP No. PAGE 5 OF 7 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EVEREST/MADISON INVESTORS, LLC
TAXPAYER ID NO.: 95-4576843
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]9
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
294 Units
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 294 Units
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
294 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]10
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 3.3% (Based on 9,022 Units reported as outstanding
as of March 31, 1997)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
This Amendment No. 1 amends the Schedule 13D filed with the
Commission on April 30, 1997, (the "Schedule 13D"). Capitalized terms used but
not defined herein have the meanings given to them in the Schedule 13D. The
following items are amended as follows:
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
The parties filing this Statement believe that holding an interest
in the properties underlying the Units is an attractive investment at the prices
at which Units have been obtainable. They intend to monitor the status of such
properties and the real estate markets generally, and based on the results of
such review and other economic consideration, including the availability of and
alternative uses of, investment funds, may determine to acquire additional
Units, to sell Units now held, to seek to cause a sale of properties held by the
Partnership, to itself or to third parties, or to seek changes in the
Partnership. On or about October 1, 1997, Everest Properties II, LLC, an
affiliate of the parties filing this Statement, made an offer to purchase the
Partnership's properties, which offer was rejected by the Partnership's general
partner. Such affiliate has also requested that the Partnership's general
partner market the properties for sale and to hire such affiliate to do so,
which requests were also rejected by the Partnership's general partner. Although
the parties filing this Statement believe that they will likely continue to seek
the sale of the Partnership's properties, at this time the parties filing this
Statement do not have any specific plans or proposals themselves which would
relate to, or would result in, any transaction, change or other occurrence with
respect to the Partnership or the Units as is listed in paragraphs (a) through
(j) of Item 4 in Schedule 13D. On October 28, 1997, certain of the parties
filing this statement commenced litigation against management of the
Partnership, seeking damages on behalf of the Partnership arising out of certain
improper reimbursement and compensation practices by such management and seeking
a halt to such practices.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to reflect that (i) Everest Properties, LLC
owns 294 Units which were acquired in private purchase transactions and
represent approximately 3.3% of the outstanding Units; (ii) Everest Properties
II, LLC owns 257 Units which were acquired in private purchase transactions and
represent approximately 2.8% of the outstanding Units; (iii) Everest Lodging
Investors, LLC owns 257 Units which were acquired in private purchase
transactions and represent approximately 2.8% of outstanding Units, and (iv)
Everest/Madison Investors, LLC owns 294 Units which were acquired in private
purchase transactions and represent approximately 3.3% of outstanding Units
based on the number of Units outstanding on March 31, 1997.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended by adding the following:
99.2 Purchase Proposal
<PAGE> 7
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 3, 1997
EVEREST/MADISON INVESTORS, LLC
By: EVEREST PROPERTIES, LLC, Manager
By: /s/ W. Robert Kohorst
---------------------------------
W. Robert Kohorst
President
EVEREST LODGING INVESTORS, LLC
By: EVEREST PROPERTIES, II, LLC, Manager
By: /s/ W. Robert Kohorst
---------------------------------
W. Robert Kohorst
President
EVEREST PROPERTIES, LLC
By: /s/ W. Robert Kohorst
---------------------------------
W. Robert Kohorst
President
EVEREST PARTNERS, LLC
By: /s/ W. Robert Kohorst
---------------------------------
W. Robert Kohorst
President
<PAGE> 1
99.2
October 1, 1997
Via Hand Delivery
Mr. Phillip Grotewohl
Super 8 Motels, Ltd.
2030 J Street
Sacramento, CA 95814
RE: PURCHASE OF CERTAIN REAL PROPERTY DESCRIBED IN EXHIBIT A
ATTACHED HERETO (THE "PROPERTIES")
BY: EVEREST PROPERTIES II, LLC OR ASSIGNEE ("BUYER")
FROM: THE LIMITED PARTNERSHIPS LISTED IN EXHIBIT A ATTACHED HERETO
("SELLERS")
Dear Mr. Grotewohl:
This binding letter of intent sets forth the terms and conditions upon
which Buyer is interested in pursuing the purchase of the Properties from
Sellers.
1. PURCHASE. At close of escrow, Buyer would pay the amounts for each
Property set forth on in accordance with Exhibit B, subject to applicable
prorations, credits and other adjustments. The purchase price shall be paid in
cash.
2. PAYMENT OF COMMISSIONS. Sellers would pay a 6.0% brokerage commission
to Everest Management, Inc. or its assignee on completion of the sales. Buyer
and Seller would represent to each other that no other real estate brokers are
involved in this transaction.
3. ESCROW. Upon execution of a definitive purchase agreement and escrow
instructions by Buyer and Seller, an escrow ("Escrow") for the transaction would
be opened at an escrow company that is acceptable to Buyer and Sellers ("Escrow
Holder"). Buyer and Sellers would deposit with Escrow Holder an executed copy of
such purchase agreement ("Escrow Instructions"). Buyer would also deposit with
Escrow Holder a deposit in the amount of $100,000 ("Deposit") to be deposited in
an interest bearing account. The Deposit would be part of the cash deposited
with Escrow Holder at close of escrow. Buyer would have up to 90 calendar days
following mutual execution of a purchase agreement to determine whether the
Properties are acceptable to Buyer in its sole and absolute discretion. If Buyer
determines the Properties are not acceptable to
<PAGE> 2
Mr. Phillip Grotewohl
October 1, 1997
Page 2
Buyer or if Buyer fails to provide written notice of Buyer's acceptance of the
Properties within the 90 day due diligence period, then Escrow Holder would
return the Deposit including accrued interest to Buyer and the agreement would
be null and void. If Buyer determines that the Properties are acceptable within
said time frame, Buyer shall provide written notice of such to Sellers and the
Deposit shall be increased to $200,000 and shall be non-refundable to Buyer
(except in the event the sale fails to close because conditions detailed in
Paragraph 5.2, 5.7 or 5.8 and in the event that the transaction fails to close
for any reason other than Buyer's default). The Deposit would be Sellers' sole
remedy as liquidated damages in case of breach of the agreement by Buyer.
4. CLOSING. The purchase agreement would provide that the close of
escrow would occur within 30 calendar days following written notice of Buyer's
acceptance of the Properties and approval of the limited partners of each
Seller of the sale of its Property pursuant to the purchase agreement.
5. CONTINGENCIES. Buyer's obligation to consummate the acquisition of
the Properties would be subject to and conditioned upon satisfaction or waiver
by Buyer in its sole and absolute discretion of all matters affecting the
Property, including the conditions described in Paragraphs 5.1, 5.3, 5.4, 5.5
and 5.6, and at the close of escrow for conditions described in Paragraphs 5.2,
5.7 and 5.8.
5.1 TITLE. Buyer's review and approval of the acreage and condition
of title to the Properties (including all personal property located thereon),
including without limitation all covenants, conditions, restrictions,
easements, licenses, liens, encumbrances, encroachments and other matters
affecting title to the Properties.
5.2 TITLE POLICY. Issuance to Buyer of an ALTA Owner's Policy of
Title Insurance (Form B, 1970) upon the closing of Escrow, issued by a title
company designated by Buyer, subject only to the matters approved by Buyer, and
with endorsements, reinsurance and coinsurance designated by Buyer.
5.3 AGREEMENTS AND LEASES. Buyer's review and approval in writing of
each and every agreement and contract, and of all records and other pertinent
information which relate to, concern or affect the Properties, including
without limitation any and all ground leases, franchise agreements, property
tax statements, management agreements, maintenance contracts, governmental
agreements, government documents and instruments pertaining to the management,
operation or ownership of the Properties, including any correspondence with
governmental entities.
5.4 BUYER'S INVESTIGATIONS. Buyer's preparation or receipt and
approval of such physical, engineering, seismic, environmental, geological,
toxic and hazardous substance and other audits, studies, reports, inspections
and investigations of the Properties which Buyer desires, or which Seller has
in its possession.
<PAGE> 3
Mr. Phillip Grotewohl
October 1, 1997
Page 3
5.5 BUYER'S AUDIT. Buyer's obtaining the last three years financial
statements on the Properties (or Sellers) audited (at Buyer's cost) by
certified public accountants of Buyer's choice and Buyer's approving same (if
available).
5.6 GOVERNMENTAL APPROVALS. Buyer's receipt of evidence reasonably
satisfactory to Buyer that (i) the general plan land use designation and zoning
of the Properties permit the use of the Properties for Buyer's intended use,
and (ii) all permits, approvals, consents, authorizations, conditions or
approvals, and entitlements required to be obtained from or issued or given by
any governmental agency or authority having jurisdiction of the Properties to
permit the use of the Properties for Buyer's intended use, have been so
obtained, issued or given.
5.7 SELLER PERFORMANCE. Sellers' performance of all of their duties
and obligations and agreements under the binding agreement for the sale of the
Properties.
5.8 REPRESENTATIONS AND WARRANTIES. The truthfulness at closing of
Sellers' representations and warranties contained in the binding agreement.
6. REPRESENTATIONS AND WARRANTIES. In the purchase agreement, among
other things, each Seller would represent and warrant that it has no knowledge
of any condition of its Property which could materially and adversely affect
Buyer's intended use of such property as motels; the foregoing conditions
include but are not limited to physical conditions of the Property, toxic or
hazardous substances, geological conditions, governmental restrictions and
pending or threatened governmental action.
7. COSTS AND ADJUSTMENTS. The purchase price will be adjusted as follows:
7.1 CLOSING COSTS. The purchase agreement would provide that the
Sellers pay all costs of title insurance and transfer taxes. Buyer and each
Seller shall share equally in payment of recording fees, Escrow Holder's fee,
and all other closing items pursuant to country custom. Sellers shall pay all
costs of the ALTA surveys. Buyer and Sellers shall each pay all costs of their
respective legal counsel and other advisors.
7.2 PRORATIONS. Real estate taxes and assessments, personal property
taxes, revenue and operating expenses and all other income and expenses of the
Properties would be prorated as of the closing date.
8. DURATION OF OFFER. This proposal would remain open unless withdrawn
or extended, until 5:00 p.m., California time, October 7, 1997. If this
proposal is not accepted by that time, it would become null and void.
9. PREPARATION OF PURCHASE AGREEMENT. Each party acknowledges that this
letter sets forth only the basic terms and conditions upon which the purchase
and sale of
<PAGE> 4
Mr. Phillip Grotewohl
October 1, 1997
Page 4
the Properties would be consummated, and is not a binding agreement for such
purchase and sale. Buyer and Sellers agree to negotiate the definitive purchase
agreement in good faith and to use their best efforts to enter into the purchase
agreement as soon as reasonably possible. The purchase agreement will
incorporate all of the terms set forth in this letter and such additional terms,
conditions, representations and warranties as Buyer or Seller may reasonably
require. This letter will terminate if a definitive purchase agreement has not
been signed by October 31, 1997.
10. RATIFICATION OF PURCHASE AGREEMENT BY SELLER LIMITED PARTNERS. Buyer
acknowledges that each Seller is a California limited partnership in which
pursuant to its partnership agreement a vote of the limited partners is required
to ratify the within contemplated purchase and sale transaction. Each Seller's
general partner(s) and agent(s) agree to use reasonable good faith efforts to
solicit and complete and recommend in favor of a vote of the limited partners
regarding the transaction within 30 calendar days following mutual execution of
the definitive purchase agreement. Each Seller shall promptly inform Buyer in
writing in a form reasonably satisfactory to Buyer of the results of the limited
partner ratification vote and of such Seller's authority to enter into the
proposed transaction. In the event that the limited partners fail to ratify the
proposed sale, Buyer shall be entitled to a fixed cost reimbursement of $25,000
for each such Property. In the event that any Property is otherwise sold to any
third party within 12 months after the date hereof, Buyer shall be entitled to a
breakup fee of $50,000 for each such Property in addition to the cost
reimbursement in the previous sentence.
11. NO OTHER OFFERS. Anything herein to the contrary notwithstanding, from
and after your acceptance of this letter, and until such time as the parties
cannot, in good faith, agree upon the terms and conditions of such purchase
agreement, but in any event for not less than 60 days after the date hereof, no
Seller will offer any Property for sale, or accept any offers to purchase any
Property, and additionally, no Seller will lease, transfer, hypothecate,
mortgage or otherwise convey any interest in any Property without the prior
written consent of Buyer.
12. MANAGEMENT OF PROPERTIES. Buyer will enter into a contract with
Grotewohl Management, Inc., the existing property manager ("Grotewohl"), to
manage the Properties for a term of 10 years, on terms mutually acceptable to
Grotewohl and Buyer. Buyer will have the right to terminate this management
contract at any time upon making a payment to Grotewohl equal to $2,000,000 less
$200,000 for each year (or partial year) the management contract remains in
effect.
This letter of intent is subject to a mutually agreed upon and signed
purchase and sale agreement.
If the contents of this letter meet with your approval and you are willing
to proceed with the negotiation of a definitive purchase agreement, please
indicate your acceptance of the foregoing by executing a copy of this letter and
returning it to Buyer
<PAGE> 5
Mr. Phillip Grotewohl
October 1, 1997
Page 5
within the time provided in Paragraph 9 above. Following Buyer's receipt of a
fully executed counterpart of this letter, the purchase agreement will be
drafted by Buyer's counsel, and the purchase agreement will then be submitted to
you for your review.
Very truly yours,
EVEREST PROPERTIES II, LLC
By:
----------------------------
GERALD L. HIRNEISE
The undersigned hereby approves and accepts on this _______ day of October,
1997 the foregoing provisions and conditions, and represents and warrants that
the person executing this document on behalf of Sellers and their general
partner is fully authorized and approved to do so.
GROTEWOHL MANAGEMENT SERVICES, INC.
GENERAL PARTNER OF SELLERS
By:
----------------------------
PHILLIP GROTEWOHL
PRESIDENT
<PAGE> 6
EXHIBIT A
PRICE
-----
Super 8 Motels $4,104,683
111 Mitchell Avenue
South San Francisco, California
Partnership: Super 8 Motels, Ltd.
Super 8 Motels 678,616
294 E. Hospitality Lane
San Bernardino, California
Partnership: Super 8 Motels III, Ltd.
Super 8 Motels 2,496,034
4317 Madison Avenue
Sacramento, California
Partnership: Super 8 Motels, Ltd.
Super 8 Motels 1,750,522
2025 W. Orangeburg Avenue
Modesto, California
Partnership: Super 8 Motels, Ltd.
Super 8 Motels 1,173,990
2632 Cleveland Avenue
Santa Rosa, California
Partnership: Super 8 Motels II Ltd.
Holiday Inn 2,614,736
1511 E. Main Street
Barstow, California
Partnership: Famous Host Lodging V, Ltd.
Super 8 Motels 6,193,494
5375 Owens Court
Pleasanton, California
Partnership: Super 8 Economy Lodge IV, Ltd.
Super 8 Motels 739,979
901 Real Road ----------
Bakersfield, California
Partnership: Super 8 Motels III, Ltd.
$19,752,054
===========
