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 (Date of earliest event reported) February 13, 1996
MANHATTAN BEACH HOTEL PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 33-17274 95-4201183
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3 World Financial Center, 29th Floor New York, NY
ATTN: Andre Anderson 10285
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 526-3237
Item 5. Other event:
On February 13, 1996, on behalf of the Partnership, the General Partner adopted
a resolution that states, among other things, if an actual, potential or
threatened Change of Control (as defined below) occurs, the General Partner may
pay out to partners that amount of the Partnership's cash balances not required
for its ordinary course day-to-day operations. For purposes of the resolution,
"Change of Control" means the acquisition of, or offer or proposal to acquire,
by any third person, pursuant to one or more of a tender offer, open market
purchase or privately negotiated purchase, any equity security of the
Partnership, if after the acquisition thereof the third party would, directly
or indirectly, be a beneficial owner of more than 10% of any class of the
issued and outstanding equity securities of the Partnership; provided, however,
that any acquisition of equity securities of the Partnership approved in
advance by the General Partner shall not constitute a Change of Control. In
determining the amount of the distribution, the General Partner may take into
account all material factors, including without limitation, the cash needs and
liabilities of the Partnership, advice of counsel and the proposed per unit
acquisition price. In addition, the Partnership will not be obligated to make
any distribution to any partner and no partner will be entitled to receive any
distribution until the General Partner has declared the distribution and
established a record date and a distribution date for the distribution.
SIGNATURES
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 hereunto duly authorized.
MANHATTAN BEACH HOTEL PARTNERS, L.P.
Registrant
By: MANHATTAN BEACH COMMERCIAL PROPERTIES III INC.
General Partner
By: /s/ Jeffrey C. Carter Date: February 26, 1996
Name: Jeffrey C. Carter
Title: Director, President and
Chief Financial Officer
