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) May 17, 2002
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)
n/a
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(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant
Effective May 17, 2002, the partnership dismissed Arthur Andersen LLP
("Arthur Andersen") as its independent auditors. Arthur Andersen's reports on
the Registrant's financial statements for each of the past two fiscal years did
not contain an adverse opinion or disclaimer of opinion, nor were such reports
qualified or modified as to uncertainty, audit scope or accounting principles.
During each of the partnership's two most recent fiscal years and through
the date of this report, there were: (i) no disagreements with Arthur Andersen
on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure which disagreements if not resolved
to Arthur Andersen's satisfaction, would have caused them to make reference to
the subject matter in connection with their report on our financial statements
for such years; and (ii) there were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.
The partnership has provided Arthur Anderson with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated
May 20, 2002, stating its agreement with such statements.
The decision to dismiss Arthur Andersen was approved by the board of
directors of the manager of the partnership's general partner.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16. Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 20, 2002.
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 20th day of May, 2002.
FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP
By: AP-Fairfield GP, LLC
General Partner
By: AP-Fairfield Manager Corp.
Manager
By: /s/ Carolyn Tiffany
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Carolyn Tiffany
Vice President