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
February 12, 1998
Date of Report (Date of earliest event reported)
PRIME MOTOR INNS LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 1-9311 22-2754689
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
c/o WHI
4243 Hunt Road
Cincinnati, Ohio 45242
(Address of principal offices, including zip code)
(513) 891-2920
(Registrant's telephone number, including area code)
Item 5. Other Events.
Prime-American Realty Corp. (the "General Partner"), the general partner
of Prime Motor Inns Limited Partnership (the "Partnership") and its
subsidiary, AMI Operating Partners, L.P. ("AMI"), has been advised by Holiday
Hospitality Franchising, Inc. ("HHFI"), the franchisor of the "Holiday Inn"
name, that (i) as a result of AMI's failure timely to accept the license
agreements offered by HHFI in July, 1997 to renew the "Holiday Inn"
franchises for 12 motor hotels ("Inns") owned by AMI that were then scheduled
to expire in 1997, HHFI has withdrawn the offer and (ii) as previously
communicated to AMI and the General Partner, five of the older of such Inns
would not be offered franchise renewals. As reported in earlier filings, AMI
had not been able to accept the offered renewal agreements because AMI and
the General Partner had not been able to arrange financing for the franchise
renewal fees and the required product improvement programs for the affected
Inns and had not received the required consents of its lenders. As also
reported in earlier filings, the General Partner had already listed for sale
eight Inns (including the Inns the franchises for which HHFI elected not to
renew) because of their marginal profitability. One Inn was sold in July,
1997 and three other Inns are subject to contracts of sale.
The franchise agreements for the eleven Inns whose "Holiday Inn"
franchises were originally scheduled to expire in 1997 have been extended to
March 2, 1998. The Partnership cannot predict whether HHFI would agree to a
further extension of such franchise agreements beyond March 2, 1998. The
General Partner believes that HHFI's withdrawal of the offer of license
renewals does not affect the time of the expiration of the existing franchise
agreements or the possibility of the further extension of such franchise
agreements.
As a result of HHFI's withdrawal of the offer of license renewals, if
AMI desired to continue to operate the affected Inns as part of the "Holiday
Inn" system after expiration of the existing franchise agreements, AMI would
be required to apply for new "Holiday Inn" franchise agreements, pay the then
applicable application fees and satisfy any then applicable conditions to the
grant of such franchises (including making any capital improvements required
by then applicable product improvement programs). The Partnership does not
know whether any or all of such Inns would be permitted to remain in the
"Holiday Inn" system during the pendency of such application. Alternatively,
AMI could apply to operate some or all of such Inns as a part of another
motor hotel system or could elect to operate some or all of such Inns as
independent properties, without any franchise affiliation. In past analyses,
the General Partner has determined it was in the best interests of the
Partnership that the Inns continue to be operated as part of the "Holiday
Inn" system.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PRIME MOTOR INNS LIMITED PARTNERSHIP
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(REGISTRANT)
By: Prime-American Realty Corp.
General Partner
Date: February 18, 1998 By: /s/ S. Leonard Okin
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S. Leonard Okin
Vice President
