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): August 14, 2003
Commission File Number: 333-84334
RFS PARTNERSHIP, L.P.
---------------------
(Exact name of registrant as specified in its charter)
Tennessee 62-1541639
- --------------------------------------------------------------------------------
(State of organization) (I.R.S. Employer
Identification No.)
450 South Orange Avenue, Orlando, Florida 32801
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
(800) 650-1000
- ----------------------------------------------------
(Registrant's telephone number, including area code)
(Page 1 of 3)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On August 14, 2003, RFS Partnership, L.P. (the "Partnership"), filed
with the Securities and Exchange Commission (the "Commission") a Certification
and Termination of Registration on Form 15 (the "Form 15"), terminating the
Partnership's obligation to file reports with the Commission under the
Securities Exchange Act of 1934, as amended (the "Act").
Although the filing of the Form 15 terminates the Partnership's
obligation to file reports under the Act, the Partnership intends to voluntarily
continue filing certain reports with the Commission, in accordance with its
obligation to do so set forth in that certain Indenture, by and among the
Partnership, RFS 2002 Financing, Inc., CNL Rose Acquisition Corp., RFS Leasing
VII, Inc. and U.S. Bank, N.A., dated as of February 26, 2002 (the "Indenture").
Section 4.3 of the Indenture provides, in pertinent part, as follows:
Whether or not the Company [the Partnership] and the Parent [CNL Rose
Acquisition Corp., as successor in interest to RFS Hotel Investors,
Inc.] are subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company and the Parent shall deliver or make
available to the Trustee (and if the Company and the Parent are not
subject to such reporting requirements, to each Holder of Notes),
within five days after the Company and the Parent are or would have
been (if the Company and the Parent were subject to such reporting
obligations) required to file such statements with the SEC, annual and
quarterly financial statements substantially equivalent to financial
statements that would have been included in reports filed with the SEC,
if the Company and the Parent were subject to the requirements of
Section 13 or 15(d) of the Exchange Act, including, with respect to
annual information only, a report thereon by the Company's certified
independent public accountants as such would be required in such
reports to the Commission, and, in each case, together with a
management's discussion and analysis of financial condition and results
of operations which would be so required and, unless the Commission
shall not accept such reports, file with the Commission the annual,
quarterly and other reports which it is or would have been required to
file with the Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) The following Exhibits are filed as part of this Current Report on
Form 8-K:
99.1 Press Release of RFS Partnership, L.P., dated August 14, 2003.
(Page 2 of 3)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be filed on its behalf by
the undersigned thereunto duly authorized.
RFS PARTNERSHIP, L.P.
By: CNL Rose GP Corp., its general
partner
Dated: August 14, 2003 By: /s/ C. Brian Strickland
-------------------------------
Name: C. Brian Strickland
Title: Executive Vice President
(Page 3 of 3)