As filed with the Securities and Exchange Commission on April 20, 1998
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
SCHEDULE 13E3
Rule 13e3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
PRIME MOTOR INNS LIMITED PARTNERSHIP
(Name of the Issuer)
PRIME MOTOR INNS LIMITED PARTNERSHIP
PRIMEAMERICAN REALTY CORP.
SERVICO, INC.
(Name of Persons Filing Statement)
DEPOSITARY RECEIPTS EVIDENCING
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
741563209
(CUSIP Number of Class of Securities)
S. Leonard Okin Warren M. Knight
PrimeAmerican Realty Corp. Servico, Inc.
P.O. Box 230 1601 Belvedere Road
Hawthorne, New Jersey 07507 West Palm Beach, Florida 33406
(201) 791-6166 (516) 689-9970
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person Filing Statement)
With Copies to:
Michael G. Wolfson, Esq. Alison W. Miller, Esq.
Brown & Wood llp Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.
One World Trade Center 150 West Flagler Street
New York, New York 10048-0557 Miami, Florida 33130
(212) 839-5321 (305) 789-3500
This statement is filed in connection with (check the appropriate box):
a. / / The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e3(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 in checking box (a) are preliminary copies: / /
CALCULATION OF FILING FEE
===============================================================================
Transaction Amount of
Valuation* Filing Fee
$12,000,000.00 $2,400.00
===============================================================================
* Represents the aggregate consideration (payable in cash) for the assets of
the Issuer. The amount of the filing fee, computed pursuant to Rule
011(c)(2) of the Securities Exchange Act of 1934, equals 1/50th of one
per cent of the cash to be received by the Issuer.
/ / Check box if any part of the fee is offset by Rule 011(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: $2,400.00
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A
Filing Party: The Issuer
Date Filed: January 29, 1998, amended March 20, 1998
===============================================================================
INTRODUCTORY STATEMENT
This Rule 13e-3 Transaction Statement (the "Statement") is being filed by
(i) Prime Motor Inns Limited Partnership (the "Partnership"), a Delaware
limited partnership, (ii) PrimeAmerican Realty Corp., a Delaware corporation
that is the general partner of the Partnership (the "General Partner"), and
(iii) Servico, Inc. ("Servico"), a Florida corporation, in connection with
the solicitation by the General Partner of consents of the beneficial owners
of units of limited partnership interest ("Units") in the Partnership to the
proposed sale (the "Sale") of all of the Partnership's 99% limited
partnership interest in AMI Operating Partners, L.P., a Delaware limited
partnership ("AMI"), subject to AMI"s outstanding indebtedness and other
obligations, to Servico Acquisition Corp. ("SAC"), a Florida corporation
that is a whollyowned subsidiary of Servico, for $12,000,000 in cash, and the
dissolution and liquidation of the Partnership following the Sale (the
"Liquidation"). If the Proposal is approved, the Partnership will make a
payment to Martin W. Field ("Field") and/or his designees of $500,000 (the
"Field Payment") as payment or reimbursement for costs, fees, expenses and
expenditures that Field has paid or will pay in connection with the proxy
solicitation of Davenport Management Corporation ("DMC"). The Sale and the
Liquidation comprise a single integrated proposal (the "Proposal") and
consents to the Proposal will constitute consent to each of the Sale and
the Liquidation. The Sale will be effected pursuant to an Acquisition
Agreement (the "Acquisition Agreement") dated as of November 7, 1997, as
amended as of March 12, 1998, among Servico, the Partnership, the General
Partner and SAC.
Pursuant to the Amended and Restated Agreement of Limited Partnership
dated as of December 23, 1986 of the Partnership, the approval of the
Proposal requires the consent of Limited Partners who collectively hold the
right to vote more than 50% of all Units. The payment of the Field Payment
is conditioned upon approval of the Proposal. Between February 25, and March
5, 1998, Servico acquired, and has the right to vote, in excess of 50% of the
Units and subsequent to April 1, 1998 Servico acquired additional Units.
Servico has advised the Partnership that Servico intends to vote its Units to
approve the Proposal. As a result, the Proposal will receive the required
favorable vote without regard to the votes cast by any other owners of Units.
The information contained in this Statement concerning the General
Partner, including, without limitation, information concerning the background
of the Rule 13e3 Transaction (including information concerning AMI, the
operations and properties of and historical financial information relating to
AMI, and the efforts to arrange financing for the renewal of the franchises
held by AMI), the deliberations of the Board of Directors of the General
Partner in connection with Sale, and the opinion of the financial advisor to
the Partnership, was supplied by the General Partner. The information in
this Statement concerning Servico, including, without limitation, information
concerning the opinion of Servico, with respect to the fairness of the Sale,
was supplied by Servico.
The preliminary proxy statement filed by the Partnership on a
confidential basis, as permitted by Rule 14a6(e)(2) under the Securities
Exchange Act of 1934 (the -Exchange Act-), on January 29, 1998 and amended on
March 20, 1998, in connection with the solicitation of Unitholder consent to
the Proposal (the "Preliminary Proxy Statement"), is deemed to have been
filed jointly (i) as a part of this Statement under Section 13(e) of the
Exchange Act and Rule 13e3 thereunder and (ii) as preliminary proxy materials
under Section 14(a) of the Exchange Act and Rule 14a6(a) thereunder. The
crossreference sheet below is being supplied pursuant to General Instruction
F to Schedule 13E3 and shows the location in the Preliminary Proxy Statement
of the information required to be included in response to the items of this
Statement. The information in the Preliminary Proxy Statement, including all
exhibits thereto, is hereby expressly incorporated herein by reference and
the responses to each item are qualified in their entirety by the provisions
of the Preliminary Proxy Statement. A copy of the Preliminary Proxy
Statement is attached hereto as Exhibit (d)(1).
ALL REFERENCES ARE, UNLESS OTHERWISE INDICATED,
TO THE DESIGNATED PORTIONS OF THE PRELIMINARY
PROXY STATEMENT, WHICH IS INCORPORATED HEREIN
ITEM NUMBER AND CAPTION BY REFERENCE
- ----------------------- -----------------------------------------------
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) . . . . . . "The Parties to the Sale--The Partnership and
the General Partner."
(b) . . . . . . Cover Page and "The Special Meeting--Record
Date; Units Entitled to Vote."
(c) . . . . . . "Market Price of, and Distributions on, the
Depositary Receipts."
(d) . . . . . . "Market Price of, and Distributions on, the
Depositary Receipts."
(e) . . . . . . Not applicable.
(f) . . . . . . "Principal Holders, and Certain Transfers, of
Depositary Receipts Recent Transfers of
Depositary Receipts." See also "The
Proposal--The Sale--Background; Reasons
for the Sale."
Item 2. Identity and Background.
(a) through (g) . . "The Partnership and the General Partner,"
"Servico," "Directors and Executive Officers
of the Partnership and the General Partner"
and "Directors and Executive Officers of
Servico" under "The Parties to the Sale"
and "The Partnerships."
Item 3. Past Contracts, Transactions or Negotiations.
(a) and (b) . . . . "The Proposal--The--Sale--Background; Reasons
for the Sale" and "The Acquisition Agreement."
Item 4. Terms of the Transactions.
(a) . . . . . . "The Acquisition Agreement."
(b) . . . . . . "The Proposal--The Field Payment" and "Principal
Holders, and Certain Transfers, of Depositary
Receipts--Recent Transfers of Depositary
Receipts."
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a) . . . . . . "The Proposal--The Liquidation" and "The Plan."
(b), (c) and (d). . Not applicable.
(e), (f) and (g). . "The Proposal--The Liquidation" and "The Plan."
Item 6. Source and Amounts of Funds or Other Consideration.
(a) . . . . . . "The Acquisition Agreement--Purchase Price" and
"Principal Holders, and Certain Transfers, of
Depositary Receipts--Recent Transfers of
Depositary Receipts."
(b) . . . . . . "The Acquisition Agreement--Expenses and Fees"
and "Expected Consequences of Sale and
Liquidation."
(c) and (d) . . . Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a) through (c) . . "Special Considerations--A. If the Proposal is
not consented to by the Unitholders,"
and "Background; Reasons for the Sale" and
"Position of Servico" under "The Proposal--
The Sale."
(d) . . . . . . "Special Considerations--B. If the Proposal is
consented to by the Unitholders;" "The
Proposal--The Sale--Background; Reasons for
the Sale;' "Expected Consequences of Sale and
Liquidation;" and "Certain U.S. Federal
Income Tax Matters."
Item 8. Fairness of the Transaction.
(a) . . . . . . "The Special Meeting--Recommendations of the
Board of Directors" and "Recommendation
of the Board of Directors" and "Position
of Servico" under "The Proposal--The Sale."
(b) . . . . . . "Background; Reasons for the Sale,"
"Recommendation of the Board of Directors,"
"Position of Servico" and "Opinion of the
Financial Advisor to the Board of Directors"
under "The Proposal--The Sale."
(c) . . . . . . "The Special Meeting--Vote Required."
(d) . . . . . . At the time of the negotiation of the terms and
conditions of the Acquisition Agreement,
neither Servico, Inc. nor SAC were affiliates
of the Partnership or the General Partner.
See also "Recommendation of the Board of
Directors" and "Opinion of the Financial
Advisor to the Board of Directors" under
"The Proposal--The Sale."
(e) . . . . . . "The Proposal--The Sale--Recommendation of the
Board of Directors."
(f) . . . . . . Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) through (c) . . "The Proposal--The Sale Opinion of the Financial
Advisor to the Board of Directors" and
Appendix C.
Item 10. Interest in Securities of the Issuer.
(a) . . . . . . "Principal Holders, and Certain Transfers, of
Depositary Receipts--Principal Holdings at
the Record Date."
(b) . . . . . . "Principal Holders, and Certain Transfers, of
Depositary Receipts--Recent Transfers of
Depositary Receipts."
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities.
. . . . . . "The Proposal--The Sale--Background; Reasons
for the Sale;" "The Proposal--The Field
Payment" and "Principal Holders, and
Certain Transfers, of Depositary
Receipts--Recent Transfers of Depositary
Receipts."
Item 12. Present Intention and Recommendation of Certain Persons with Regard
to the Transaction.
(a) . . . . . . "Recommendation of the Board of Directors"
and "Position of Servico" under "The
Proposal--The Sale."
(b) . . . . . . "Recommendation of the Board of Directors"
and "Position of Servico" under "The
Proposal--The Sale."
Item 13. Other Provisions of the Transaction.
(a) . . . . . . "The Special Meeting--No Appraisal Rights."
(b) . . . . . . Not applicable.
(c) . . . . . . Not applicable.
Item 14. Financial Information
(a) . . . . . . "Index to Financial Statements."
(b) . . . . . . Not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a) . . . . . . "The Special Meeting--Proxies; Proxy
Solicitation."
(b) . . . . . . "The Proposal--The Sale--Opinion of the
Financial Advisor to the Board of
Directors" and Appendix C.
Item 16. Additional Information.
. . . . . . The Preliminary Proxy Statement and the
Appendices thereto, and the Exhibits
attached hereto, are incorporated herein
by reference.
Item 17. Material to be Filed as Exhibits.
(a) . . . . . . Not applicable.
(b)(1) . . . . . Opinion of Furman Selz LLC (included as Appendix
C to the Form of Preliminary Proxy Statement
filed as Exhibit (d)(1)).
(b)(2) . . . . . Draft of Written Presentation of Furman Selz LLC
to the Board of Directors of Prime-American
Realty Corp.
(c) . . . . . . Not applicable.
(d)(1) . . . . . Form of Preliminary Proxy Statement (including
Appendices A, B and C thereto).
(d)(2) . . . . . Form of proxy for use by record holders of Units.
(e) . . . . . . Not applicable.
(f) . . . . . . Not applicable.
SIGNATURES
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
PRIME MOTOR INNS LIMITED PARTNERSHIP
By: Prime-American Realty Corp., General Partner
By: /s/ S. LEONARD OKIN
---------------------------
Name: S. Leonard Okin
Title: Vice President
PRIME-AMERICAN REALTY CORP.
By: /s/ S. LEONARD OKIN
---------------------------
Name: S. Leonard Okin
Title: Vice President
SERVICO, INC.
By: /s/ DAVID BUDDEMEYER
---------------------------
Name: David Buddemeyer
Title: President and Chief Executive Officer
Dated: May 4, 1998
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- -------- ------- -------------
(a) . . . . . Not applicable.
(b)(1) . . . . Form of Opinion of Furman Selz
LLC (included as Appendix C
to the Form of Preliminary Proxy
Statement filed as Exhibit (d)(1)).
(b)(2) . . . . Draft of Written Presentation of
Furman Selz LLC to the Board of
Directors of Prime-American Realty Corp.
(c) . . . . . Not applicable.
(d)(1) . . . . Form of Preliminary Proxy Statement
(including Appendices A, B and C
thereto)
(d)(2) . . . . Form of proxy for use by record holders
of Units.
(e) . . . . . Not applicable.
(f) . . . . . Not applicable.
