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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 14A
Information Required in Proxy Statement
Reg. Section 240.13a-101
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14A of the
Securities and Exchange Act of 1934
(Amendment No._)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[] Preliminary Proxy Statement
[] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[] Definitive Proxy Statement
[X] Definitive Additional Materials
[] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
SIGNATURE VII LTD. LIMITED PARTNERSHIP
(Name of Registrant as Specified In Its Charter)
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(I)(1), 14a-6(I)(2)
or Item 22(a)(2) of Schedule 14A.
[] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(I)(3).
[] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
_______________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the previous filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
________________________________________________________________
2) Form, Schedule or Registration statement No.:
________________________________________________________________
3) Filing Party:
________________________________________________________________
4) Date Filed:
________________________________________________________________
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September 4, 1996
Signature VII Ltd. Limited Partner
Re: Signature VII Ltd. Limited Partnership - Kokomo, Indiana and
Columbus, Ohio
Dear Limited Partner:
On or about Tuesday, August 27, we mailed to you a Solicitation and
Information Statement along with an Irrevocable Consent of Limited Partner
regarding the Signature Inns, Inc. proposal to purchase the Partnership's
Hotel Properties at fair market value, as established by an independent
appraiser. We are providing you this additional, supplemental information in
accordance with the proxy requirements applicable to the Partnership under the
Securities and Exchange Act of 1934.
When making your decision as to whether to provide or withhold your
consent to the proposed transactions, you should carefully read the
Solicitation Statement and discuss the proposals with your tax consultant and
with your other professional advisors and, in so doing, consider each of the
following negative and positive factors:
A. Negative Factors (i.e., those upon which you would withhold your
consent):
X Because of the General Partner's dual roles in the transactions,
the purchase prices to be paid by the General Partner for the Hotel
Properties of the Partnership were not determined through
arms-length negotiations as would be the case between unrelated
parties, but rather were based upon appraisals conducted by an
independent, qualified appraiser. However, appraisals are only
estimates of fair market value.
X The General Partner did not consider any other alternative means to
accomplish the "cash out" of the Limited Partners' investments in
the Partnership, other than the proposed Sale by the Partnership of
its Hotel Properties to the General Partner.
X If the Sale is consummated, the Limited Partners no longer will
share in any future income, distributions, credits or other benefits
to be generated by future operations of the Partnership or in any
future appreciation in the values of the Hotel Properties.
X The Sale may subject Limited Partners to tax liabilities, and the
net cash proceeds of the Sale to be distributed to Limited Partners
may be offset, at least in part, by the Limited Partners' share of
the tax obligations attributable to the Sale.
NOTE: All of these negative factors are discussed under Section II of
the Solicitation Statement, entitled "Special Factors."
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Signature VII Ltd. Limited Partner September 4, 1996
Page 2
B. Positive Factors (i.e., those favoring the giving of your consent):
X The Sale transaction, combined with the anticipated liquidation
distributions upon the termination and winding up of the
Partnership, will provide you a cash payment of approximately
$7,033 per unit. Moreover, the General Partner reasonably
believes that this amount is the minimum amount of cash which will
be distributed to you in connection with the transactions, and
we will re-solicit your consent in the event we anticipate
any eventuality which would diminish by more than 10% the
foregoing estimated amount.
X The appraisals on which the purchase prices are based were conducted
by US Realty Consultants, Inc., a nationally recognized, qualified
and independent appraisal firm. Those appraisals were based upon a
"going concern" value, rather than a "liquidation" value. The
General Partner believes that the liquidation values of the Hotel
Properties would have been substantially less than the going concern
values. Further, the appraised values are substantially greater
than the depreciated, net book value of the Partnership's Hotel
Properties. Net book values have little relationship to the current
fair market values of those properties, however.
X The General Partner, on behalf of the Partnership, has filed a Form
15 with the Securities and Exchange Commission, which, as of October
15, 1996, will have the effect of terminating the Partnership's
registration of its units of limited partnership interest under
Section 12(g) of the Securities and Exchange Act of 1934 (the
"Act"). As a result, the Partnership will no longer be filing
periodic reports under the Act, nor will it be obliged to follow any
of the proxy requirements under the Act at any time after October
15, 1996. Continued operations of the Partnership, without the need
to comply with the reporting and proxy requirements of the Act, may
mean that Limited Partners would not be able to obtain the same type
of information concerning the Partnership's operations, as had been
available prior to that date.
X Absent a liquidation of the Partnership through a sale of the Hotel
Properties, the Limited Partners' investment in the Partnership will
remain illiquid (i.e., no ready market for resale of Units).
NOTE: All of these positive factors are discussed under Section II of
the Solicitation Statement, entitled "Special Factors."
As noted in our earlier correspondence, should you have any questions in
regard to this letter or any of the General Partner's proposals, you may
contact Marty Brew, Treasurer/Controller. He may be reached at our corporate
office at (317) 581-1111, (extension 239).
Very truly yours,
John D. Bontreger, President
Signature Inns, Inc.
