AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 1994
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6 (FINAL AMENDMENT) TO
SCHEDULE 13E-3
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RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(A) OF THE SECURITIES EXCHANGE ACT OF 1934)
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LA QUINTA MOTOR INNS LIMITED PARTNERSHIP
(NAME OF ISSUER)
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LA QUINTA INNS, INC.
LQI ACQUISITION CORPORATION
LQI MERGER CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
UNITS OF LIMITED PARTNERSHIP INTEREST, AS 504196106
REPRESENTED BY DEPOSITARY RECEIPTS (CUSIP NUMBER OF CLASS OF SECURITIES)
(TITLE OF CLASS OF SECURITIES)
JOHN F. SCHMUTZ, ESQ.
LA QUINTA INNS, INC.
LQI ACQUISITION CORPORATION
LQI MERGER CORPORATION
112 EAST PECAN STREET
P.O. BOX 2636
SAN ANTONIO, TEXAS 78299
(210) 302-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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COPIES TO:
EDWARD SONNENSCHEIN, JR., ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CA 90071-2007
(213) 485-1234
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THIS STATEMENT FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):
a. / / The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933.
c. / / A tender offer.
d. /X/ None of the above.
Check the following box if the soliciting materials or information
statement referred to in check box (a) are preliminary copies: / /
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INTRODUCTION
La Quinta Inns, Inc., a Texas corporation (the "Parent"), LQI Acquisition
Corporation, a Delaware corporation (the "Purchaser"), and LQI Merger
Corporation, a Delaware corporation ("Merger Sub"), hereby amend and supplement
their Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3"),
originally filed with the Securities and Exchange Commission on November 1,
1993, as previously amended, with respect to the Parent's acquisition of all
outstanding units of limited partnership interest (the "Units") in La Quinta
Motor Inns Limited Partnership, a Delaware limited partnership (the
"Partnership"). Pursuant to Rule 13e-3(d)(3), this is the final amendment to
the Schedule 13E-3.
The first step in the acquisition was the offer by the Purchaser to
purchase all of the outstanding Units in the Partnership at price of $13.00 net
per Unit in cash, without interest (the "Offer"). The second step in the
acquisition was the merger of Merger Sub with and into the Partnership (which
occurred on January 25, 1994) (the "Merger"). Terms not defined herein have the
meanings set forth in the Schedule 13E-3.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of Schedule 13E-3 is hereby amended and supplemented by adding
the following thereto:
The information set forth in Exhibits (d)(13), (d)(14) and (d)(15)
hereto is incorporated herein by reference as additional information.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Item 5 of Schedule 13E-3 is hereby amended and supplemented by adding
the following thereto:
The information set forth in Exhibits (d)(13), (d)(14) and (d)(15)
hereto is incorporated herein by reference as additional information.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATIONS.
Item 6 of Schedule 13E-3 is hereby amended and supplemented by adding
the following thereto:
Merger Sub, a wholly owned subsidiary of the Parent, obtained the
funds necessary to pay the Merger Consideration to former Unitholders through a
capital contribution by the Parent. In order to make such a capital
contribution to Merger Sub, the Parent borrowed approximately $9.3 million under
an existing line of credit with NationsBank of Texas, N.A.
ITEM 10. INTEREST IN SECURITIES OF SUBJECT COMPANY.
Item 10 of Schedule 13E-3 is hereby amended and supplemented by adding
the following thereto:
The information set forth in Exhibits (d)(13), (d)(14) and (d)(15)
hereto are incorporated herein by reference as additional information.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of Schedule 13E-3 is hereby amended and supplemented by adding
the following thereto:
(d)(13) Text of Press Release, dated January 24, 1994.
(d)(14) Letter to former unitholders of the Partnership, dated
January 25, 1994.
(d)(15) Letter of Transmittal.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 24, 1994
LA QUINTA INNS, INC.
By: /s/ William C. Hammett, Jr.
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Name: William C. Hammett, Jr.
Title: Senior Vice President-
Accounting & Administration
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: January 24, 1994
LQI ACQUISITION CORPORATION
By: /s/ Kenneth J. Bednar
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Name: Kenneth J. Bednar
Title: Vice President and Secretary
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: January 24, 1994
LQI MERGER CORPORATION
By: /s/ Kenneth J. Bednar
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Name: Kenneth J. Bednar
Title: Vice President and Secretary
INDEX TO EXHIBITS
SEQUENTIALLY
NUMBERED
PAGE
(d)(13) Text of Press Release, dated January 24, 1994.
(d)(14) Letter to former unitholders of the Partnership,
dated January 25, 1994.
(d)(15) Letter of Transmittal.