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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
AMENDMENT NO. 4
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)
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(CUSIP Number)
Christopher K. Davis
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)
July 6, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
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This Amendment No. 4 amends the Schedule 13D filed with the Commission on April
30, 1997, as amended to the date hereof (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 7. Material to be Filed as Exhibits
Item 7 is amended to include the following additional Exhibit.
Exhibit 99.3. Agreement regarding voting of Partnership units.
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SIGNATURES
After reasonable 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: July 6, 1998
EVEREST/MADISON INVESTORS, LLC
By: EVEREST PROPERTIES II, LLC, Manager
By: /s/ DAVID I. LESSER
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David I. Lesser
Executive Vice President
EVEREST LODGING INVESTORS, LLC
By: EVEREST PROPERTIES II, LLC, Manager
By: /s/ DAVID I. LESSER
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David I. Lesser
Executive Vice President
EVEREST PROPERTIES, LLC
By: /s/ DAVID I. LESSER
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David I. Lesser
Executive Vice President
EVEREST PROPERTIES II, LLC
By: /s/ DAVID I. LESSER
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David I. Lesser
Executive Vice President
Exhibit 99.3
AGREEMENT
This Agreement is made as of April 21, 1998. Everest Properties II, LLC and its
affiliates listed below ("Everest") are prepared to cooperate with Mark
Grotewohl and his affiliated entity (the "Buyer") to complete a purchase of the
properties (the "Properties") owned by the 5 Super 8 partnerships listed below
(the "Partnerships") on the following conditions:
(1) The Partnerships will execute and deliver, concurrently with execution of
the Purchase Agreement referred to below, the Exclusive Sales Agency
Contract in the form attached hereto as Exhibit A.
(2) Not later than April 30, 1998, Buyer executes a Purchase Agreement (in a
commercially reasonable from acceptable to Everest, incorporating the terms
set forth in this paragraph) to acquire all of the Properties for the
appraised values, payable in cash at closing. The Purchase Agreement will
provide that the Properties will be acquired by Buyer in an "as is"
condition and customary representations and warranties by the Buyer and the
Partnerships. The Purchase Agreement will include the following terms: (a)
all due diligence and receipt of a financing commitment (the "Buyer's
Contingencies") will be satisfied not later than June 30, 1998; (b) Buyer
will make a deposit (the "Deposit") of $150,000 to secure its performance
under the Purchase Agreement on the later to occur of the date the Buyer's
Contingencies are satisfied or the date Buyer is notified that the limited
partners of the Partnerships have approved the transaction (the "LP
Approval Date"); and (c) the Closing will occur on or before the later of
July 15, 1998 or 30 days after the LP Approval Date. The dates referred to
in 2(a) and 2(c) will be subject to commercially reasonable extensions. The
Deposit will be non-refundable if Buyer fails to complete the Closing as
set forth above, except if Buyer's lender fails to fund as permitted by the
terms of the financing commitment, the Deposit will be refunded to Buyer.
(3) Buyer agrees to permit Everest to attempt to provide financing for
acquisition of the Properties on terms which are to be provided to Everest
by Buyer (such terms being comparable to the terms otherwise available to
Buyer). Everest shall have 5 days following receipt of Buyer's term sheet,
to produce a written proposal from a qualified lender accepting all key
terms set forth by Buyer. If Everest's recommended lender provides
financing for the acquisition of the Properties, Everest Financial, Inc.
will be paid a 0.75% loan brokerage fee by Buyer at the Closing.
(4) The Partnerships will work diligently to file the proxy materials for the
limited partners' approval of the transaction with Buyer with the SEC not
later than April 30, 1998 and the Partnerships will work diligently to get
the proxy materials approved, mailed to limited partners and obtain the
affirmative vote of the limited partners to the transaction.
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If the above conditions are satisfied, Everest will (a) vote the limited
partnerships units owned in the Partnerships in favor of a sale to Buyer and (b)
not inhibit, delay or discourage the Partnerships from obtaining limited
partners' approval or the consummation of the proposed transaction.
The terms set forth herein shall be an amendment to our settlement agreement
dated February 20, 1998.
Grotewohl Management Services, Inc.
By: /s/ PHILIP B. GROTEWOHL
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Philip B. Grotewohl, Chairman
As General Partner of
Super 8 Motels, Ltd.,
Super 8 Motels II, Ltd.,
Super 8 Motels III, Ltd.,
Super 8 Economy Lodging IV, Ltd.,
Famous Host Lodging V, Ltd.
/s/ MARK GROTEWOHL
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Mark Grotewohl, as an individual
Everest Properties II, LLC
Everest Properties, LLC
By: /s/ W. ROBERT KOHORST
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W. Robert Kohorst, President
for itself and as a Manager of
Everest Madison Investors, LLC
Everest Lodging Investors, LLC
KM Investments, LLC
Everest Financial, Inc.
By: /s/ W. ROBERT KOHORST
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W. Robert Kohorst, President
