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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: May 3, 1996
Host Funding, Inc.
(Exact Name of Registrant as specified in its charter)
Maryland 1-14280 52-1907962
(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
7825 Fay Avenue, Suite 250, La Jolla, California 92037
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (619) 456-6070
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 22, 1996, concurrently with the closing of the public offering
of Host Funding, Inc.'s Class A Common Stock and the listing of Host
Funding, Inc. (the "Company") Class A Common Stock on the American Stock
Exchange, the Company acquired the Super 8 hotel located in San Diego,
California ("Acquisition Hotel") from the Mission Bay Super 8 Ltd. (the
"Partnership") pursuant to the terms of the Mission Bay Acquisition
Agreement and the First Amendment to the Mission Bay Acquisition
Agreement. The closing of the public offering of the Company's stock
occurred pursuant to the terms of a Registration Statement (File No.
33-92772) declared effective by the Securities and Exchange Commission
at 10:00 AM EDST April 17, 1996 ("Form S-11 Registration Statement").
The Prospectus/Consent Solicitation Statement dated December 1, 1995
was contained in Amendment No. 4 Form S-4, File No. 33-60011 which was
filed with the Securities and Exchange Commission and declared
effective on December 1, 1995 ("Form S-4 Registration Statement").
Pursuant to the terms of this Prospectus/Consent Solicitation Statement
dated December 1, 1995 which was delivered to the limited partners of
the Partnership, 71.12% of the limited partners of the Partnership
voted in favor of the sale of the Acquisition Hotel to the Company.
Limited partners holding 10.52% of the limited partnership interests
either abstained or did not vote. Limited Partners holding 8.24% voted
against the transaction but did not perfect their dissenters' rights.
Limited partners holding 10.12% of the limited partners interests
dissented with respect to the Mission Bay Acquisition, perfected their
dissenters' rights, and became dissenting partners ("Dissenting
Partners").
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In consideration for the Partnership's transfer of the Acquisition
Hotel to the Company, the Company issued 252,049 shares of the
Company's Class A common Stock to the 1,064 partners who did not become
Dissenting Partners (with an agreed upon exchange value of $2,520,490
at $10.00 per share). In addition the Company paid to the Partnership
a cash payment for the fractional share allowance (at $10.00 per share)
of an aggregate of $5,118. Thus, the aggregate exchange value, at
$10.00 per share, of the shares issued and the fractional share
allowance was $2,525,608. The Company also executed an unsecured
promissory note payable to the Partnership in an amount of $284,408
payable in full within fifteen (15) days which the Partnership shall
use to pay the Dissenting Partners. This note was paid in full on
April 29, 1996. Thus, the Company acquired the Acquisition Hotel
pursuant to the Mission Bay Acquisition Agreement and the First
Amendment to the Mission Bay Acquisition Agreement for a total
consideration of $2,810,016.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements of Businesses Acquired
Financial Statements for the business acquired were contained in the
Form S-11 Registration Statement which is incorporated by reference
herewith.
(b) Pro Forma Financial Information
Pro Forma Financial Information were contained in the Form S-11
Registration Statement which is incorporated by reference herewith.
(c) Exhibits
Exhibit - None
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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.
Host Funding, Inc.
By: /s/ Michael S. McNulty Date: May 3, 1996
Michael S. McNulty
President
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