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: November 16, 1998
Nashville Super 8 Ltd., A California Limited Partnership
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(Exact Name of Registrant as specified in its charter)
California 33-16163-LA 33-0249749
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
1466 9th Avenue, San Diego, California 92101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (619) 699-6100
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Item 2. Acquisition or Disposition of Assets
(a) On November 16, 1998, the Registrant sold all of its investment property,
consisting of a 106-room motel on approximately two acres of land in
Nashville, Tennessee and related furniture, fixtures, and equipment, operating
supplies, and franchise rights to AM & PS, LLC, A Tennessee Limited Liability
Company (the Purchaser) for $2,900,000 in cash. The sale was approved by
limited partners holding a majority of the Registrant's limited partnership
interests pursuant to a Consent Solicitation Statement dated October 17, 1998.
Item 7.Financial Statements and Exhibits
(b) Summarized pro forma balance sheet information (unaudited) for the
Registrant before and after the sale is as follows:
Before Effect of After
Sale Sale Sale
Cash $ 70,364 $ 2,595,465 $ 2,665,829
Other current assets 41,003 (22,945) 18,058
Investment
property, net 2,862,048 (2,862,048) -0-
Franchise fees, net 10,501 (10,501) -0-
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Total assets $ 2,983,916 $ (300,029) $ 2,683,887
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Current liabilities 57,992 (39,522) 18,470
Long-term debt 156,931 (156,931) -0-
Partners' capital 2,768,993 (103,576) 2,665,417
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Total liabilities and
partners' capital 2,983,916 (300,029) 2,683,887
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The above pro forma information does not include the effects of the post-sale
distribution to partners or the costs to administer the affairs of the
Registrant through the date of the final liquidation and dissolution.
The Registrant received net proceeds from the sale of $2,595,465 as follows:
Sale price $ 2,900,000
Less payoff of first trust deed (156,931)
Less sales commission paid
by the Registrant outside of escrow (97,500)
Less net pro rations and other closing costs (50,104)
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Net proceeds from the sale 2,595,465
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The Registrant had a loss from the sale of $(103,576) for financial reporting
purposes as follows:
Sale price $ 2,900,000
Less net book value of assets sold (2,888,004)
Less sales commission
and other closing costs (115,572)
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Net loss from the sale
for financial reporting purposes $ (103,576)
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The Registrant paid a liquidating distribution to the limited partners of
$2,289,400 ($575.95 per interest) on November 25, 1998. The Registrant
retained approximately $300,000 of cash to cover its remaining liabilities and
any unexpected claims. Any amount not needed for this purpose will be
distributed to the partners when management determines that all liabilities
and potential claims have been paid or provided for at which time management
intends to cause the Registrant to be dissolved.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
(REGISTRANT) NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
GHG Hospitality, Inc.
Corporate General Partner
By: (SIGNATURE) / s / Stephen D. Burchett
(NAME AND TITLE) Stephen D. Burchett, Vice President of GHG
(DATE) December 1, 1998
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
By: (SIGNATURE) / s / Stephen D. Burchett
(NAME AND TITLE) Stephen D. Burchett, Vice President
GHG Hospitality, Inc.
Corporate General Partner
(DATE) December 1, 1998