SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 16, 2001
Fairfield Inn by Marriott Limited Partnership
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-16728 52-1638296
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(Commission File Number) (I.R.S. Employer Identification No.)
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114
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(Address of Principal Executive Offices) (Zip Code)
(617) 570-4600
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(Registrant's Telephone Number, Including Area Code)
10400 Fernwood Road, Bethesda, Maryland 20817
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(Former Name or Former Address, if Changed Since Last Report)
Item 1. Change in Control
On August 16, 2001, the first stage of the Restructuring Plan as
described in the Partnership's Consent Solicitation to Limited Partners dated
July 13, 2001 (the "Consent") was consummated as FIBM One LLC transferred to
AP-Fairfield GP, LLC its general partner interest in the Partnership.
Accordingly, control of the Partnership is now vested in AP-Fairfield GP, LLC
(the "New General Partner").
As indicated in the Consent, the principals of the New General Partner
have extensive experience in partnership, asset and property management as well
as investor servicing. For further information relating to the business
experience of the principals of the New General Partner, reference is made to
the Consent.
SIGNATURES
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 this 16th day of August, 2001.
FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP
By: AP-FAIRFIELD GP, LLC
Its General Partner
By: /s/ Michael L. Ashner
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Michael L. Ashner
President