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):
March 13, 1998 (March 10, 1998)
HOTEL PROPERTIES L.P.
(Exact name of registrant as specified in charter)
Delaware 0-16991 13-3430078
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3 World Financial Center, 29th Floor
New York, New York 10285
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212)526-3237
Not Applicable
(former name or former address if changed since last report)
<PAGE>
Page 1 of 4 pages.
Exhibit Index appears on page 4.
ITEM 5. OTHER EVENTS
The following exhibit is filed in connection with the
Registrant's notification of its limited partners of the
negotiation of the potential sale of the partnership's four
hotels for a cash purchase price of approximately $114 million,
as more fully described in the attached Exhibit 99.1.
Exhibits
99.1 Letter, dated March 10, 1998, to the Limited Partners
of Hotel Properties L.P. from Malachy J. Duffy, Jr.,
Vice President of First Data Investor Services Group.
<PAGE>
SIGNATURE
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.
HOTEL PROPERTIES L.P.
By: EHP/GP Inc.
General Partner
Date: March 13, 1998 /s/Jeffrey C. Carter
Name: Jeffrey C. Carter
Title: President
<PAGE>
EXHIBIT INDEX
99.1 Letter, dated March 10, 1998, to the Limited Partners
of Hotel Properties L.P. from Malachy J. Duffy, Jr.,
Vice President of First Data Investor Services Group.
Hotel Properties L.P.
c/o Service Data Corporation
2424 South 130th Circle
Omaha, NE 68144-2596
(800) 223-3464
March 10, 1998
Dear Limited Partner:
This letter will update you on some important developments
regarding your investment in Hotel Properties L.P. (the
"Partnership"), and its four Marriott Hotels (the "Hotels").
We are pleased to report that as a result of its marketing
efforts, the General Partner is negotiating the potential sale of
the Hotels for a cash purchase price of approximately
$114,000,000, subject to adjustment (the "Proposed Sale"). If
the Proposed Sale occurs, we estimate that the net sale proceeds
could result in liquidating distributions to the limited partners
which may exceed $10.00 per Unit. However, the final amount
would be dependent on the operations of the Hotels and the
Partnership until closing, the timing of the closing and other
factors, all of which are uncertain at this time. While we
believe that the Hotels are likely to be sold in 1998, there can
be no assurance that the Proposed Sale will be consummated, or
that the Proposed Sale will result in any particular level of
distributable cash.
Given the recently improved prospects for the Hotels, we would
caution investors with respect to unsolicited tender offers. As
you are probably aware, various third parties have commenced
tender offers to purchase Units of the Partnership at prices
which are below the Partnership's estimate of net asset value per
Unit. In response, we recommended that limited partners reject
these offers because we believe that they do not reflect the
underlying value of the Partnership's assets. According to
published industry sources, most of the investors who hold units
of limited partnerships similar to the Partnership have rejected
these types of tender offers due to their inadequacy. In light
of the Proposed Sale, we strongly advise that you carefully
consider any action with respect to any such tender offer.
We will inform you of significant developments as they occur. In
the interim, should you have any questions regarding the
information provided above, please contact your Financial
Consultant or First Data Investor Services Group. All requests
for a change of address should be submitted in writing to the
Partnership's transfer agent, Service Data Corporation, at the
address on this letterhead. Both First Data Investor Services
Group and Service Data Corporation can be reached at
(800) 223-3464.
Very truly yours,
/s/ Malachy J. Duffy, Jr.
Malachy J. Duffy Jr.
Vice President
First Data Investor Services Group
cc: Financial Consultant
