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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
March 19, 2001
Commission file number 33-11096
CRI HOTEL INCOME PARTNERS, L.P.
Organized pursuant to the Laws of the State of Delaware
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Internal Revenue Service - Employer Identification No. 52-1500621
11200 Rockville Pike, Rockville, Maryland 20852
(301) 468-9200
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ITEM 5. OTHER EVENTS
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CRI Hotel Income Partners, L.P. (the Partnership) is a limited partnership
which was formed under the Delaware Revised Uniform Limited Partnership Act as
of September 23, 1986, and will continue until December 31, 2016, unless
dissolved earlier in accordance with the partnership agreement. The Partnership
was formed for the purpose of investing in hotels that were acquired from Days
Inns of America, Inc. The General Partner of the Partnership is CRICO Hotel
Associates I, L.P., (the General Partner), a Delaware limited partnership, the
general partner of which is C.R.I., Inc., a Delaware corporation. The General
Partner has authority in the overall management and control of the Partnership.
The Assignor Limited Partner of the Partnership is CRICO Hotel Fund, Inc. (CRICO
Hotel Fund).
On April 17, 1987, the Partnership registered a total of 6,000,000
Beneficial Assignee Certificates (BACs), at $25 per BAC, with the SEC. BACs
represent beneficial assignments of limited partner interests which are held by
CRICO Hotel Fund. BACs were to be offered in series, with Series A having a
minimum of 196,000 BACs, or $4,900,000, and a maximum of 2,344,000 BACs, or
$58,600,000. The Partnership terminated the Series A offering on March 31, 1988
with 868,662 BACs, or gross proceeds of $21,716,550, and does not intend to
offer another series.
If more than 5% of the total outstanding BACs are transferred due to sale
in any one calendar year (not counting certain exempt transfers), the
Partnership could be taxed as a "publicly traded partnership," with potentially
severe implications for the Partnership and its investors. Specifically, the
Partnership could be taxed as a corporation and the income and losses from the
Partnership would no longer be considered a passive activity. From January 1,
2001 through March 14, 2001, approximately 4.8% of outstanding BACs were sold.
Accordingly, to remain within the 5% safe harbor, effective March 19, 2001, the
Partnership halted recognition of any further sale transfers that could exceed
the safe harbor limit through December 31, 2001. This halt will be lifted
effective January 1, 2002.
Please consult the Partnership's annual report on Form 10-KSB at December
31, 2000 for additional information regarding the market for the purchase and
sale of the Partnership's BACs, including a discussion of two unregistered
tender offers which were made in December 2000 for the purchase of BACs of the
Partnership.
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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.
CRI HOTEL INCOME PARTNERS, L.P.
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(Registrant)
by: CRICO Hotel Associates I, L.P.
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General Partner
by: C.R.I., Inc.
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its General Partner
March 28, 2001 by: /s/ Michael J. Tuszka
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DATE Michael J. Tuszka
Vice President
and Chief Accounting Officer
(Principal Financial Officer
and Principal Accounting Officer)
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