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 31, 2004
Commission File Number: 333-84334
RFS PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
Tennessee 62-1541639
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(State of organization) (I.R.S. Employer
Identification No.)
450 South Orange Avenue, Orlando, Florida 32801
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(Address of principal executive office) (Zip Code)
(800) 650-1000
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On March 31, 2004, RFS Partnership, L.P. and RFS 2002 Financing, Inc.
(collectively, the "Companies") commenced a cash tender offer ("Offer") for any
and all of the 9-3/4% Senior Notes due 2012 ("Notes"). The Notes were issued in
an aggregate principal amount of $125,000,000 in February 2002, of which
$79,450,000 were outstanding as of March 31, 2004. The Companies are offering to
purchase the Notes for $1,160.00 in cash per $1,000 principal amount of Notes,
including an early participation payment of $30.00 per $1,000 principal amount
of Notes payable only with respect to Notes which are validly tendered by 5
p.m., New York City time, on Tuesday, April 13, 2004, unless extended by the
Companies (the "Early Participation Payment Date"). Holders who tender Notes
after the Early Participation Payment Date will receive $1,130 in cash per
$1,000 principal amount of Notes and will not be entitled to receive the early
participation payment. The Companies will also pay in cash accrued and unpaid
interest up to, but not including, the settlement date for the Offer on all
Notes that are accepted for purchase.
The Offer is subject to the satisfaction of certain general conditions,
but is not conditioned on any minimum principal amount of Notes being tendered.
The Offer is scheduled to expire at 12:00 midnight, New York City time, on
Tuesday, April 27, 2004, unless extended or earlier terminated. The terms of the
Offer are described in the Offer to Purchase for Cash and Consent Solicitation
Solicitation Statement dated March 31, 2004, a copy of which is attached hereto
as Exhibit 99.1.
In addition, the Companies are soliciting consents to eliminate
substantially all of the restrictive covenants in the indenture governing the
Notes and amend other provisions contained in the indenture. Holders may not
tender Notes without delivering consents and no additional consideration will be
paid with respect to the solicitation of consents. The Offer is not conditioned
on the requisite consents being obtained.
The foregoing description is qualified in its entirety by reference to
the full text of Exhibit 99.1 and the full text of the Letter of Transmittal and
Consent, a copy of which is attached hereto as Exhibit 99.2.
A copy of the press release relating to the Offer is being furnished as
Exhibit 99.3 to this Current Report on Form 8-K.
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 Offer to Purchase for Cash and Consent Solicitation Statement for
any and all of its outstanding 9 3/4% Senior Notes due 2012, dated March 31,
2004 (CUSIP No. 74956MAB6).
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99.2 Letter of Transmittal and Consent of RFS Partnership, L.P. and RFS
2002 Financing, Inc. pursuant to the Offer to Purchase and Consent Solicitation
Statement dated March 31, 2004 for any and all of its outstanding 9 3/4% Senior
Notes due 2012 (CUSIP No. 74956MAB6).
99.3 Press Release dated March 31, 2004
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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 hereunto duly authorized.
RFS PARTNERSHIP, L.P.
By: CNL Rose GP Corp., its general
partner
Dated: April 5, 2004 By: /s/ Thomas J. Hutchison III
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Name: Thomas J. Hutchison III
Title: Chief Executive Officer
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