<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 22, 1996
Mission Bay Super 8 Ltd., A California Limited Partnership
(Exact Name of Registrant as specified in its charter)
California 33-9075-LA 33-0202890
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
3145 Sports Arena Blvd., San Diego, California 92110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (619) 226-1212
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On April 22, 1996, the Registrant sold all of its motel assets to
Host Funding, Inc. for 252,049 shares of Class A Common Stock in
Host Funding, Inc. The number of shares received is based on an
initial exchange value of $10 per share. The shares will be
distributed to the limited partners in a final liquidating
distribution.
Limited partners holding approximately 10% of the limited
partnership interests perfected their rights as dissenting
partners and will receive cash for their limited partnership
interests. The total value of the transaction is approximately
$2.8 million based on the initial exchange value of the common
stock and the cash to be paid to dissenting partners.
The sale of the motel and dissolution of the Registrant are
pursuant to the Prospectus/Consent Solicitation Statement,
included in the Host Funding, Inc. Registration Statement on Form
S-4 (Commission File No. 33-60011), and approved by the limited
partners in January 1996.
Management plans to dissolve the Registrant as soon as is feasible
following the distribution of the common stock. Any cash
remaining after the payment of all liabilities, including the
costs of administering the final liquidation and dissolution of
the Registrant, will be distributed to the limited partners.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) The Registrant will have no significant assets or operations
remaining after the sale. Any cash remaining after the payment of
all liabilities, including the costs of administering the final
liquidation and dissolution of the Registrant, will be distributed
to the limited partners.
Summarized pro forma balance sheet information for the Registrant
before and after the sale is as follows:
<TABLE>
<CAPTION>
Effects of
Before Sale Sale After Sale
----------- ---------- ----------
<S> <C> <C> <C>
Current assets $ 135,000 $ (35,000) $100,000
Investment property, net 2,730,000 (2,730,000) -0-
Other assets 10,000 (10,000) -0-
---------- ----------- --------
Total assets $2,875,000 $(2,775,000) $100,000
---------- ----------- --------
---------- ----------- --------
Liabilities $ 50,000 $ -0- $ 50,000
Partners' capital 2,825,000 (2,775,000) 50,000
---------- ----------- --------
Total liabilities and
partners' capital $2,875,000 $(2,775,000) $100,000
---------- ----------- --------
---------- ----------- --------
</TABLE>
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MISSION BAY SUPER 8 LTD.,
A California Limited Partnership
By: GHG Hospitality, Inc.
Corporate General Partner
By: /s/ Stephen D. Burchett Date: May 3, 1996
Stephen D. Burchett
Vice President of GHG
In accordance with the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: GHG Hospitality, Inc.
Corporate General Partner
By: /s/ Stephen D. Burchett Date: May 3, 1996
Stephen D. Burchett
Vice President of GHG
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