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) June 8, 2004
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 2. Acquisition or Disposition of Assets
On June 8, 2004, Fairfield Inn by Marriott Limited Partnership (the
"Partnership") sold its properties located in Auburn Hills, Michigan, Canton,
Michigan, Kalamazoo, Michigan, Madison Heights, Michigan and Warren, Michigan to
an unaffiliated third party for a gross sales price of $15,200,000. In addition,
on June 10, 2004, the Partnership sold its property located in Greenville, South
Carolina to an unaffiliated third party for a gross sales price of $1,750,000.
As previously reported, due to a default by the Partnership on its loan
obligations as well as defaults under its franchise agreements and ground
leases, the Partnership is in liquidation and is seeking to sell its remaining
properties. In accordance with the agreement reached with the Partnership's
lender and Marriott International, Inc. (the lessor under the ground lease), the
Partnership is permitted to retain a fee of $65,217 from the sale of each
property with the balance being used to make payments on the outstanding
obligations due the lender.
After giving effect to these sales, the Partnership continues to hold
an interest in 33 hotel properties. In addition, the Partnership has entered
into contracts to sell an additional 11 hotel properties.
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 on this 9th day of June, 2004.
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
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