SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5 to
Rule 13e-3 Transaction Statement
(Pursuant to Section 13e-3 of the Securities Exchange Act of 1934 and
Rule 13e-3 thereunder)
Famous Host Lodging V, L.P.
(Name of the Issuer)
Famous Host Lodging V, L.P.
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
$4,100,000 $820
(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: $820
Form or Registration No.: Schedule 14A
Filing party: Registrant
Date Filed: May 15, 1998
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Definitive Schedule 14A (filed November 12, 1998)
Definitive Additional Materials (filed December 15, 1998)
CROSS REFERENCE SHEET REQUIRED PURSUANT TO
GENERAL INSTRUCTION "F" OF SCHEDULE 13E-3
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ITEM IN SCHEDULE 13E-3 LOCATION
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
1. Issuer and Class of Outstanding Voting Securities and Voting
Security Subject to the Rights; Introduction; 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; The Property
and the Partnership's Business
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3. Past Contacts, Transactions Management; Purchase Agreement; Financial
or Negotiations Statements; Amendment to Partnership
Agreement; 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 Proposal
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6. Source and Amounts of Funds Purchase Agreement; Effects of Approval of the
or Other Consideration Proposal
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7. Purpose(s), Alternatives, Introduction; Special Factors; Effects of
Reasons and Effects Approval of the Proposal
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8. Fairness of the Transaction Special Factors; Outstanding Voting Securities
and Voting Rights
- ------------------------ -----------------------------------------------------
9. Reports, Opinions, Appraisals Special Factors; Appraisal of the
and Certain Negotiations Property/Fairness Opinion
- ------------------------ -----------------------------------------------------
10.Interest in Securities of Outstanding Voting Securities and Voting Rights
the Issuer
- ------------------------ -----------------------------------------------------
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
- ------------------------ -----------------------------------------------------
13.Other Provisions of the Outstanding Voting Securities and Voting Rights
Transaction
- ------------------------ -----------------------------------------------------
14.Financial Information Financial Statements; Financial Information -
Selected Partnership Financial Data
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15.Persons and Assets Purchase Agreement; Effects of Approval of the
Employed, Retained Proposal; Appraisal of the Property/Fairness
or Utilized Opinion; Legal Proceedings
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16.Additional Information Consent Solicitation Statement; Form of Proxy;
Schedule 14A
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17.Materials to be Filed Exhibit 10.1 (agreement with Everest Group);
as Exhibits Exhibit 10.2 (first amendment to agreement
with Everest Group); Exhibit 10.3 (second
amendment to agreement with Everest Group);
Exhibit 99.1 (Schedule 14A); Exhibit 99.2
(appraisal); Exhibit 99.3 (fairness opinion);
Exhibit 99.4 (Second Investor Letter)
- ------------------------ -----------------------------------------------------
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<PAGE>
Capitalized terms used but not expressly defined herein shall have the
meanings ascribed to them in the Registrant's Consent Solicitation 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 Action by Written Consent of
Limited Partners included as Appendix 1 to the Schedule 14A.
"Consent Solicitation Statement" refers to the Consent Solicitation
Statement forming part of Schedule 14A.
"Investor Letter" refers to the letter to investors included as
Appendix 2 to the Schedule 14A.
"Schedule 14A" refers to the Partnership's Definitive Schedule 14A
filed on November 12, 1998.
"Second Investor Letter" refers to the letter to investors filed as
Definitive Additional Materials on December 15, 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.
------------------------------
ITEM 1. Issuer and Class of Security Subject to the Transaction.
(a) See "Outstanding Voting Securities and Voting Rights" in the Consent
Solicitation Statement. In answer to this item, such information is
incorporated herein by this reference.
(b) See "Introduction" and "Outstanding Voting Securities and Voting
Rights" in the Consent Solicitation Statement. In answer to this item, such
information is incorporated herein by this reference.
(c) See the bullet factors under "Special Factors" in the Consent
Solicitation 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 Consent Solicitation 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 Consent Solicitation 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 Consent Solicitation Statement.
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ITEM 2. Identity and Background
(a)-(d) This Schedule is filed by the Partnership, Grotewohl Management
Services, Inc., the Managing 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. Its principal business is
the ownership and operation of a lodging facility. The Partnership's general
partners are Grotewohl Management Services, Inc., as managing general partner,
and Robert J. Dana, as associate general partner.
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 sole
director of Grotewohl Management Services, Inc. is Philip Grotewohl and the
executive officer of Grotewohl Management Services, Inc. is Philip Grotewohl.
David Grotewohl has authority to sign documents on behalf of the General Partner
as its nominal President and Chief Financial Officer, but has no executive
duties. He does act as "inside" legal counsel to the General Partner, and his
principal occupation has been to head the operation and maintenance of the
Properties and the properties of the other GMS Partnerships. 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 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 Grotewohl's
business activities have been conducted solely through Grotewohl Management
Services, Inc. and Brown & Grotewohl. The principal business address of Philip
Grotewohl is 2030 J Street, Sacramento, CA 95814. In addition to the services
described above, during the past two and three-quarters years David 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 Grotewohl is 2030 J Street, Sacramento, CA
95814.
Robert J. Dana is the associate general partner of the Partnership and,
as such, has no control over the management of the Partnership. During the past
five years Robert J. Dana has been self-employed through D/S Telecom and Telecom
Options as a seller of long-distance telephone services. The principal business
address of Robert J. Dana is 6439 Timber Springs Drive, Santa Rosa, CA 95409.
Mark Grotewohl is the son of Philip Grotewohl. During the last five years,
until April 30, 1998, Mark Grotewohl was employed 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 Consent
Solicitation Statement, and is operating from the offices of Grotewohl
Management Services, Inc.
See "Management," "Purchase Agreement" and "The Property and the
Partnership's Business" in the Consent Solicitation Statement 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., Robert J.
Dana, Philip Grotewohl, David 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 Consent Solicitation Statement.
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(f) None of the Partnership, Grotewohl Management Services, Inc., Robert J.
Dana, Philip Grotewohl, David 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
Consent Solicitation Statement.
(g) Each of the natural persons named in (f) is a citizen of the United States.
This information is omitted from the Consent Solicitation Statement.
ITEM 3. Past Contacts, Transactions or Negotiations.
(a)(1) See "Management," "Purchase Agreement" and Note 4 and Note 6 to the
Partnership's audited financial statements included in the Consent Solicitation
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
Consent Solicitation Statement. With respect to the proposed transaction to be
voted upon, see "Purchase Agreement" and "Amendment to Partnership Agreement"
in the Consent Solicitation 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 Consent Solicitation Statement. With respect to the proposed
transaction to be voted upon, see "Purchase Agreement" and "Amendment to
Partnership Agreement" in the Consent Solicitation Statement, and with respect
to the offer to purchase the Partnership's property made by the Everest Group,
see "Special Factors" in the Consent Solicitation Statement. 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 Consent Solicitation 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 Consent Solicitation Statement.
ITEM 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(g) See "Purchase Agreement" and "Effects of Approval of the Proposal"
in the Consent Solicitation 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 Consent Solicitation Statement.
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<PAGE>
ITEM 6. Source and Amounts of Funds or Other Consideration.
(a)-(d) See "Purchase Agreement" and "Effects of Approval of the Proposal"
in the Consent Solicitation Statement. In answer to this item, such information
is incorporated herein by this reference.
ITEM 7. Purpose(s), Alternatives, Reasons and Effects.
(a)-(d) See "Introduction," "Special Factors" and "Effects of Approval of
the Proposal" in the Consent Solicitation 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 Consent Solicitation Statement. In answer
to this item, such information is incorporated herein by this reference.
(b) See "Special Factors" in the Consent Solicitation Statement. In answer
to this item, such information is incorporated herein by this reference.
(c) See "Special Factors" and "Outstanding Voting Securities and Voting
Rights" in the Consent Solicitation 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 Consent Solicitation Statement.
(f) See "Special Factors" in the Consent Solicitation Statement. In answer
to this item, such information is incorporated herein by this reference.
ITEM 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(c) See "Special Factors" and "Appraisal of the Property/Fairness
Opinion" in the Consent Solicitation 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 Consent
Solicitation 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 Consent
Solicitation Statement.
ITEM 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities.
See "Outstanding Voting Securities and Voting Rights" in the
Consent Solicitation 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., Robert J. Dana, Philip
Grotewohl, David Grotewohl, or Mark Grotewohl owns any Units. Accordingly,
this information is omitted from the Consent Solicitation Statement.
(b) For the recommendation of Grotewohl Management Services, Inc. and Mark
Grotewohl, see "Special Factors" in the Consent Solicitation 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 Consent
Solicitation Statement.
ITEM 13. Other Provisions of the Transaction.
(a) See "Outstanding Voting Securities and Voting Rights" in the Consent
Solicitation 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 Consent Solicitation Statement.
(c) The proposed transaction does not entail the exchange of debt securities.
Accordingly, this information is omitted from the Consent Solicitation
Statement.
ITEM 14. Financial Information.
(a)(1) See the audited financial statements included under "Financial
Statements" in the Consent Solicitation 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 Consent Solicitation 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 Consent Solicitation Statement.
(a)(4) See "Financial Information - Selected Partnership Financial Data" in the
Consent Solicitation Statement. In answer to this item, such information is
incorporated herein by this reference.
(b) As the Partnership will be liquidated if the proposed transaction is
consummated, pro forma data is omitted from the Consent Solicitation Statement.
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 appraisal, and to assist in the preparation of this Schedule and the
Schedule 14A. See "Purchase Agreement," "Effects of Approval of the Proposal,"
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"Appraisal of the Property/Fairness Opinion" and "Legal Proceedings" in the
Consent Solicitation 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. Accordingly, this information is omitted from the Consent
Solicitation Statement.
ITEM 16. Additional Information.
See the Consent Solicitation Statement, the Form of Proxy, the
Investor Letter 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
Consent Solicitation Statement.
(b) See Exhibit 99.2* (appraisal); and Exhibit 99.3* (fairness opinion) hereto.
(c) See Exhibit 10.1* (agreement with the Everest Group) hereto; Exhibit 10.2*
(first amendment to agreement with Everest Group) hereto; and Exhibit 10.3*
(second amendment to agreement with Everest Group) hereto.
(d) See Exhibit 99.1* (Schedule 14A) hereto; and Exhibit 99.4 (Second Investor
Letter) hereto.
(e) Inapplicable. Accordingly, this information is omitted from the Consent
Solicitation Statement.
(f) Inapplicable. Accordingly, this information is omitted from the Consent
Solicitation Statement.
________________
*Previously filed.
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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 14th day of December, 1998 FAMOUS HOST LODGING V, L.P.
By: Grotewohl Management Services, Inc.,
Managing 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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December 11, 1998
To the Limited Partners of Famous Host Lodging V, L.P.:
Approximately three weeks have passed since proxy materials were mailed to all
of the limited partners of the Partnership.
Although a sizeable percentage of them have signed and returned their ballots,
many have not as yet done so. Therefore, we urge them to do so now.
For your convenience, since you may have misplaced the original ballot, we are
enclosing a new ballot for your use. Please mark, sign, and return it in the
enclosed stamped envelope.
We thank you for your cooperation. We invite you to call us if you have any
questions.
Yours truly,
Grotewohl Management Services,
/s/ Philip Grotewohl
Philip Grotewohl, Chairman
