Partnership Liquidation
Some limited partnerships have SEC filing requirements because of selling partnership units or debt securities to the public. One such partnership was Fairfield Inn By Marriott Limited Partnership, which had a series of filings from January 1998 to May 2006. Using the SECs EDGAR (www.sec.gov), obtain the annual report for this limited partnership for the year ended December 31, 2003, which was filed on May 14, 2004.
Answer each of the following questions from the information you obtain by analyzing the 10-K of Fairfield Inn By Limited Marriott Partnership.
Follow the case instructions to enter the SEC's EDGAR site. Please also follow these supplemental instructions: After conducting an initial search, click on the red link at page bottom to see all documents.
In responding to the discussion question, be sure to fully address the question identified for the case. Consider using additional resources outside the textbook in addressing the case - these resources should be cited according to APA style.
a. Describe the formation of the partnership agreement, including the date of formation and purpose for the limited partnership.
b. Who was the initial general partner? What was the general partner's initial percentage interest in the partnership? Who was the general partner as of December 31, 2003?
c. What was the general partner's profit percentage? What economic reasons might the general partner have had for investing in this partnership?
d. What were the major elements of the Restructuring Plan approved in 2001 by the limited partners?
e. What were the major elements of the Plan of Liquidation that was initiated in 2003?
f. The partnership adopted the liquidation basis of accounting beginning on September 30, 2003. Briefly describe the liquidation basis of accounting the partnership used.
g. Compare the partnership's financial statements before and then after the September 30, 2003, adoption of the liquidation basis of accounting.
h. The partnership filed a Form 15-12G on May 1, 2006. Obtain this filing. What is the purpose of this form that is required by the SEC?