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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES AND EXCHANGE ACT of 1934
Date of Report (Date of Earliest Event Reported) January 2, 1997
RFS HOTEL INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Tennessee 0-22164 62-1534743
(State or other jurisdiction (Commission File No.) I.R.S. Employer
of incorporation) (Identification No.)
889 Ridge Lake Boulevard
Suite 100
Memphis, Tennessee 38120
(Address of principal executive offices)
(901) 767-5154
(Registrant's telephone number, including area code)
N/A
(former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 2, 1997, RFS Partnership, L.P., a Tennessee limited
partnership (the "Partnership") of which RFS Hotel Investors, Inc., a Tennessee
corporation (the "Registrant") serves as general partner, consummated the
acquisition of four hotel properties in California, three Sheraton Four Points
hotels and one Sheraton hotel (the "Hotels") as follows: (1) a 174 room
Sheraton Four Points hotel in Sunnyvale, California (the "Sunnyvale Hotel"),
(2) a 197 room Sheraton Four Points hotel in Bakersfield, California
(the"Bakersfield Hotel"), (3) a 214 room Sheraton Four Points hotel in
Pleasanton, California (the "Pleasanton Hotel") and (4) a 229 room Sheraton
hotel in San Jose, California (the "San Jose Hotel"). The four Hotels were
acquired from a group of affiliated sellers. The Sunnyvale Hotel was purchased
from Gus Enterprises-VIII, a California general partnership; the Bakersfield
Hotel was purchased from Gus Enterprises-X, a California limited partnership;
the Pleasanton Hotel was purchased from Gus Enterprises-XI, a California
limited partnership, and the San Jose Hotel was purchased from Gus
Enterprises-XII, a California limited partnership in negotiated transactions
(Gus Enterprises-VIII, Gus Enterprises-X, Gus Enterprises-XI and Gus
Enterprises-XIII are hereafter referred to as the "Selling Partnerships"). The
Selling Partnerships are unrelated to the Registrant. The Hotels were acquired
by the Partnership for an aggregate of 2,244,934 units of limited partnership
interest in the Partnership ("Units") and $52,019,821 in cash, which cash was
obtained from the proceeds of the Partnership's line of credit with Boatmen's
Bank of Tennessee. The Hotels will continue to be operated as hotel
properties.
The 2,244,934 Units issued in connection with the acquisition of the
Hotels have redemption rights which enable the holders to redeem their Units in
exchange for shares of Common Stock of the Registrant on the one-for-one basis
or, at the election of the Registrant, for cash. Generally, the redemption
rights for the Units issued in connection with the Hotels may not be exercised
until July 1997. Annual distributions are payable on the Units generally equal
to the distributions on shares of Common Stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of the Hotels
The audited combined balance sheet as of December 31, 1995 and
the related combined statements of operations, partners'
equity and cash flows for the year then ended and the
unaudited combined balance sheet as of September 30, 1996 and
the related statements of operations, partners' equity and
cash flows for the nine months ended September 30, 1995 and
1996 (unaudited), will be filed within 60 days, as prescribed
by Rule 3-05 of Regulation S-X.
(b) Pro Forma Financial Information
Pro forma financial information (unaudited) for the year ended
December 31, 1995 and for the nine months ended September 30,
1996 reflecting the acquisition of the Hotels will be filed
within 60 days, as prescribed by Rule 3-05 of Regulation S-X.
(c) Exhibits
10.1 Hotel Purchase Agreement by and between Gus
Enterprises, VIII, a California general partnership,
and RFS Partnership, L.P., a Tennessee limited
partnership, dated December 3, 1996. The purchase
agreements for the other three Hotels are
substantially similar to this agreement.
*23.1 Consent of Coopers & Lybrand.
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*99.1 Audited balance sheets and statements of income of
the Hotels for the year ended December 31, 1995 and
for the nine months ended September 30, 1995 and 1996
(unaudited).
*99.2 Pro forma financial information for RFS Hotel
Investors, Inc. for the year ended December 31, 1995
and the nine months ended September 30, 1996
(unaudited).
* To be filed by amendment.
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SIGNATURE
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.
RFS HOTEL INVESTORS, INC.
January 17, 1997 /s/ Michael J. Pascal
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Date Michael J. Pascal
Secretary and Treasurer
(Principal Financial Officer)
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EXHIBIT INDEX
10.1 Hotel Purchase Agreement by and between Gus Enterprises, VIII, a
California general partnership, and RFS Partnership, L.P., a Tennessee
limited partnership, dated December 3, 1996. The purchase agreements
for the other three Hotels are substantially similar to this
agreement.
*23.1 Consent of Coopers & Lybrand.
*99.1 Audited balance sheets and statements of income of the Hotels for the
year ended December 31, 1995 and for the nine months ended September
30, 1995 and 1996 (unaudited).
*99.2 Pro forma financial information for RFS Hotel Investors, Inc. for the
year ended December 31, 1995 and the nine months ended September 30,
1996 (unaudited).
* To be filed by amendment.
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