-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GS/sSbAnqtPpX6jLyZJjEOio+qFrk2JKZBVkcn1ODfH/mYb1dathWc4iiUkoRCNO bICM+mFablcHSd2juqXOKA== 0000769129-96-000001.txt : 19960517 0000769129-96-000001.hdr.sgml : 19960517 ACCESSION NUMBER: 0000769129-96-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GROWTH HOTEL INVESTORS CENTRAL INDEX KEY: 0000769129 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942964750 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15347 FILM NUMBER: 96567866 BUSINESS ADDRESS: STREET 1: 1 INSIGNIA FINANCIAL PLAZA PO BOX 1089 STREET 2: C/O INSIGNIA FINANCIAL GROUP INC CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: 1 INSIGNIA FINANCIAL PLAZA PO BOX 1089 STREET 2: C/O INSIGNIA FINANCIAL GROUP INC CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: MRI BUSINESS HOTEL INVESTORS 85 DATE OF NAME CHANGE: 19850819 10-Q 1 FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report (As last amended by 34-32231, eff. 6/3/93.) U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended March 31, 1996 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period.........to......... Commission file number 0-15347 GROWTH HOTEL INVESTORS (Exact name of small business issuer as specified in its charter) California 94-2964750 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Insignia Financial Plaza Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 (Issuer's phone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports ), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) GROWTH HOTEL INVESTORS CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands, except unit data)
March 31, December 31, 1996 1995 Assets Cash and cash equivalents $ 3,533 $ 3,600 Restricted cash 197 189 Deferred costs 718 739 Receivables and other assets 586 231 Investment in unconsolidated joint venture 8,385 8,153 Investment properties: Land 3,098 3,098 Buildings and related personal property 20,420 20,234 23,518 23,332 Less accumulated depreciation (8,943) (8,734) 14,575 14,598 Total assets $ 27,994 $ 27,510 Liabilities and Partners' Deficit Accounts payable and other liabilities $ 601 $ 562 Notes payable 5,429 5,433 Minority interest in joint ventures 73 76 Partners' Equity (Deficit): General partner (1,003) (1,034) Limited partners' (36,932 units outstanding at March 31, 1996 and December 31, 1995) 22,894 22,473 Total partners' equity $ 21,891 $ 21,439 Total liabilities and partners' equity $ 27,994 $ 27,510 See Notes to Consolidated Financial Statements
b) GROWTH HOTEL INVESTORS CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Ended March 31, 1996 1995 Revenues: Hotel operations $ 1,624 $ 1,658 Equity in unconsolidated joint venture operations 486 285 Interest and other revenue 32 48 Total revenues 2,142 1,991 Expenses: Hotel operations 1,141 1,096 Interest 169 206 Depreciation 208 155 General and administrative 175 130 Total expenses 1,693 1,587 Net income before minority interest in joint ventures' operations $ 449 $ 404 Minority interest in joint ventures' operations 3 (11) Net income $ 452 $ 393 Net income allocated to general partners $ 31 $ 27 Net income allocated to limited partners 421 366 Net income $ 452 $ 393 Net income per limited partnership unit $ 11.39 $ 9.91 See Notes to Consolidated Financial Statements
c) GROWTH HOTEL INVESTORS CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (Unaudited) (in thousands, except unit data)
Limited General Limited Partnership Partners' Partners' Total Units Deficit Equity Equity Partners' (deficit) equity at December 31, 1995 36,932 $(1,034) $ 22,473 $ 21,439 Net income for the three months ended March 31, 1996 -- 31 421 452 Partners' (deficit) equity at March 31, 1996 36,932 $(1,003) $ 22,894 $ 21,891 See Notes to Consolidated Financial Statements
d) GROWTH HOTEL INVESTORS CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (in thousands, except for unit data)
Three Months Ended March 31, 1996 1995 Cash flows from operating activities: Net income $ 452 $ 393 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and Amortization 230 177 Equity in unconsolidated joint venture operations (486) (285) Minority interest in joint ventures' operations (3) 11 Deferred income -- (13) Deferred costs paid -- (775) Change in accounts: Receivables and other assets (101) (43) Accounts payable and other liabilities 39 (26) Net cash provided by (used in) operating activities 131 (561) Cash flows from investing activities: Properties and improvements additions (186) (310) Unconsolidated joint venture distributions -- 322 Restricted cash increase (decrease) (8) 113 Cash (used in) provided by investing activities (194) 125 Cash flows from financing activities: Due to an affiliate -- 692 Notes payable principal payments (4) (9) Cash (used in) provided by financing activities (4) 683 Net increase (decrease) in cash and cash equivalents (67) 247 Cash and cash equivalents at beginning of period 3,600 4,899 Cash and cash equivalents at end of period $ 3,533 $ 5,146 Supplemental information: Interest paid $ 123 $ 204 See Notes to Consolidated Financial Statements
e) GROWTH HOTEL INVESTORS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note A - Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 1996, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1996. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-K for the year ended December 31, 1995. The balance sheet at December 31, 1995 was derived from audited financial statements at such date. Certain reclassifications have been made to the 1995 information to conform to the 1996 presentation. Note B - Transactions with Affiliated Parties Growth Hotel Investors (the "Partnership") has no employees and is dependent on NPI Realty Management Corp.("NPI Realty") or the "Managing General Partner") and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for certain expenses incurred by affiliates on behalf of the Partnership. The following transactions with affiliates of Insignia Financial Group, Inc., National Property Investors, Inc. ("NPI"), and affiliates of NPI were charged to expense in 1996 and 1995:
For the Three Months Ended March 31, 1996 1995 Reimbursement for services of affiliates (included in general and administrative expenses) $73,000 $33,000
The general partner is Montgomery Realty Company-85 ("MRC-85"), a California general partnership. The general partners of MRC-85 are Fox Realty Investors ("FRI"), a California general partnership, and NPI Realty. On February 13, 1996, NPI Realty, which acquired its interest in MRC-85 from Montgomery Realty Corporation on November 15, 1995, became the managing general partner of MRC-85. On December 6, 1993, NPI Equity Investments II, Inc. ("NPI Equity") became the managing general partner of FRI and assumed operational control over Fox Capital Management Corporation ("FCMC"), an affiliate of FRI. As a result, NPI Equity became responsible for the operation and management of the business affairs of the Partnership and the other investment partnerships sponsored by FRI and/or FCMC. The individuals who had served previously as partners of FRI and as officers and directors of FCMC contributed their general partnership interests in FRI to a newly formed limited partnership, Note B - Transactions with Affiliated Parties (continued) Portfolio Realty Associates L.P. ("PRA"), in exchange for limited partnership interests in PRA. In the foregoing capacity, such partners continue to hold, indirectly, certain economic interests in the Partnership and such other partnerships, but ceased to be responsible for the operation and management of the Partnership and such other partnerships. NPI Equity and NPI Realty are wholly-owned subsidiaries of NPI. On August 17, 1995, the stockholders of NPI entered into an agreement to sell all of the issued and outstanding common stock of NPI to IFGP Corporation, an affiliate of Insignia Financial Group, Inc. ("Insignia"). The transaction was consummated on January 19, 1996. Upon the closing, the officers and directors of NPI, NPI Equity II and NPI Realty resigned and IFGP Corporation caused new officers and directors of each of those entities to be elected. Note C - Restricted Cash Restricted cash at March 31, 1996, and December 31, 1995, represents funds provided for and maintained by certain properties pursuant to the related notes payable agreements, to meet future capital requirements and debt service payments. Note D - Amendment to Service Agreement The Partnership paid $775,000 in January 1995 to Metric Management, Inc. ("MMI") amending their services agreement to provide for a reduction in the monthly asset management fee from $29,750 to $5,500. This amendment eliminated fees payable to MMI for its assistance in refinancing and sales of properties owned by the Partnership and provides the Partnership with the ability to terminate MMI's services at will. The buyout of the service contract is being amortized over the remaining term of the services agreement of 10 years. For the three months ended March 31, 1996 and 1995, $19,000 has been amortized and is included in general and administrative expenses. Note E - Investment in Unconsolidated Joint Venture The following are the condensed balance sheet as of March 31, 1996, and December 31, 1995, and condensed statements of operations for the three months ended March 31, 1996 and 1995 for the Partnership's investment in Growth Hotel Investors Combined Fund No. 1 (the "Combined Fund"), which is reported under the equity method of accounting. GROWTH HOTEL INVESTORS COMBINED FUND NO. I CONDENSED BALANCE SHEETS (Unaudited) (in thousands) March 31, December 31, 1996 1995 Assets Cash and cash equivalents $ 3,560 $ 3,657 Restricted cash 818 570 Deferred costs and other assets 1,729 1,100 Investment Properties Land 10,369 10,369 Buildings and related personal property 78,245 77,031 Less: Accumulated depreciation (28,296) (27,313) Investment properties, net 60,318 60,087 Total assets $ 66,425 $ 65,414 Liabilities and Partners' Capital Accounts payable and other liabilities $ 1,869 $ 1,552 Due to an affiliate of the joint venture partner 1,707 756 Notes payable 40,650 40,836 Minority interest in consolidated joint venture (4,839) (4,037) Partners' Equity GHI 8,385 8,153 GHI II 18,653 18,154 Total partners' equity 27,038 26,307 Total Liabilities and Partners' Equity $ 66,425 $ 65,414 Note E - Investment in Unconsolidated Joint Venture (continued) CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data) Three Months Ended March 31, 1996 1995 Revenues $ 8,778 $ 8,375 Expenses (7,441) (7,111) Income before minority interest in joint venture's operations 1,337 1,264 Minority interest in joint venture's operations 195 (367) Net income $ 1,532 $ 897 Allocation of income: GHI $ 486 $ 285 GHI II 1,046 612 Net income $ 1,532 $ 897 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Investment Properties: A description of the hotel properties in which the Partnership has an ownership interest, together with occupancy and room rate data follows:
Average Average Daily Occupancy Rate Room Rate For Quarter Ended For Quarter Ended March 31, March 31, Name and Location 1996 1995 1996 1995 Growth Hotel Investors I: Hampton Inn-Syracuse 44% 49% $57.32 $51.88 East Syracuse, New York Hampton Inn-Brentwood 76% 75% 66.24 55.65 Nashville, Tennessee Hampton Inn-Aurora 68% 76% 59.75 53.22 Aurora, Colorado Hampton Inn-Albuquerque North 69% 76% 56.85 52.49 Albuquerque, New Mexico Growth Hotel Investors Combined Fund No. 1: Hampton Inn-Memphis I40 East 65% 71% 53.20 50.36 Memphis, Tennessee Hampton Inn-Columbia-West 73% 82% 58.96 53.03 West Columbia, South Carolina Hampton Inn-Spartanburg 54% 63% 51.61 46.23 Spartanburg, South Carolina Hampton Inn-Little Rock, North 64% 72% 51.37 46.78 North Little Rock, Arkansas Hampton Inn-Amarillo 59% 64% 49.70 46.68 Amarillo, Texas Average Average Daily Occupancy Rate Room Rate For Quarter Ended For Quarter Ended March 31, March 31, Name and Location 1996 1995 1996 1995 Growth Hotel Investors Combined Fund No. 1: (continued) Hampton Inn-Greenville 76% 77% $ 57.79 $ 51.92 Greenville, South Carolina Hampton Inn-Charleston-Airport 74% 70% 53.57 52.76 North Charleston, South Carolina Hampton Inn-Memphis-Poplar 79% 80% 67.95 63.00 Memphis, Tennessee Hampton Inn-Greensboro 77% 85% 63.42 55.79 Greensboro, North Carolina Hampton Inn-Birmingham 71% 80% 60.51 57.17 Birmingham, Alabama Hampton Inn-Atlanta-Roswell 75% 81% 63.36 55.86 Roswell, Georgia Hampton Inn-Chapel Hill 81% 81% 60.29 54.68 Chapel Hill, North Carolina Hampton Inn-Dallas-Richardson 78% 71% 55.60 50.25 Richardson, Texas Hampton Inn-Nashville- 67% 81% 64.66 59.20 Briley Parkway Nashville, Tennessee Hampton Inn-San Antonio-Northwest 54% 59% 55.87 56.28 San Antonio, Texas Hampton Inn-Madison Heights 69% 63% 57.38 53.19 Madison Heights, Michigan Hampton Inn-Mountain Brook 77% 68% 60.78 56.40 Birmingham, Alabama Hampton Inn-Northlake 78% 77% 60.22 53.34 Atlanta, Georgia The Partnership's net income for the three months ended March 31, 1996 was approximately $452,000 as compared to $393,000 for the corresponding period of 1995. The increase in net income is attributable to an increase in equity in unconsolidated joint venture operations. The increase in earnings from the joint venture is due to an increase in hotel revenues due to an overall room rate increase at the investment properties. In additon to the increase in the Partnership's equity in earnings of the joint venture, the Partnership had a decrease in mortgage interest due to the repayment of long-term debt on the Partnership's Hampton Inn - Brentwood property during the fourth quarter of 1995. Partially offsetting these increases to income were increases in hotel operating expenses, depreciation expense and general and administrative expenses. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the hotel market environment of its investment properties to assess the feasibility of increasing rates, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the Managing General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rates and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of concessions and room rate reductions to offset softening market conditions, there is no guarantee that the Managing General Partner will be able to sustain such a plan. At March 31, 1996, the Partnership had unrestricted cash of $3,533,000 as compared to $5,146,000 at March 31, 1995. Net cash provided by operating activities increased due to the increase in net income discussed above along with the Partnership incurring costs of $775,000 during the first quarter of 1995 in relation to a buyout agreement as discussed in "Item 1. Financial Statements Note D". Net cash used in investing activities increased for the three month period ended March 31, 1996, in comparison to the three month period ended March 31, 1995, due to the difference in the timing of the receipt of distributions from its unconsolidated joint venture. Distributions will be received in the second quarter of 1996 as compared to the first quarter of 1995. Net cash used in financing activities increased primarily as a result of an increase in the amounts due to affiliates in the first quarter of 1995. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the properties to adequately maintain the physical assets and other operating needs of the Partnership. Such assets are currently thought to be sufficient for any near-term needs of the Partnership. The mortgage indebtedness of approximately $5,429,000 includes mortgages with maturity dates in 1997. A balloon payment on the mortgage encumbering the Partnership's Hampton Inn - Aurora property is due in May 1997 in the amount of approximately $3,034,000. The Partnership's Hampton Inn - Albuquerque has a balloon payment due in May 1997, in the amount of approximately $2,375,000. Future cash distributions will depend on the levels of cash generated from operations, property sales and the availability of cash reserves. The Managing General Partner is currently evaluating the feasibility of selling all of the investment properties (as discussed in further detail below) or the refinancing opportunities. The General Partner is evaluating the possibility of making a cash distribution in the second quarter of 1996. On February 15, 1996, Devon Associates, a New York general partnership, commenced a tender offer (the "Offer") for up to 15,000 of the outstanding Units at a purchase price of $705.00 per Unit. Due to the participation in the tender offer by affiliates of NPI Realty, and the Managing General Partner's related, existing and potential conflicts of interest, the Partnership, in its Schedule 14D-9 filed with Securities and Exchange Commission and sent to limited partners, expressed no opinion and made no recommendation as to whether limited partners should tender their Units pursuant to the Offer. The expiration of the tender offers described above was midnight, New York time, on March 25, 1996. See Items 2-4 of the Schedule 14D-9 of the Partnership, as filed with the Commission on February 29, 1996, as amend by "Amendment No. 1" thereto, as filed with the Commission on March 7, 1996, and as further amended by "Amendment No. 2" thereto, as filed with the Commission on March 14, 1996 and as further amended by "Amendemnt No. 3" thereto filed with the Commission on March 18, 1996 (collectively, the "Schedule 14D-9"), for additional information with respect to the Offer and the current and potential conflicts of interest of MRC-85, which Items 2-4 are incorporated herein by reference. Devon Associates acquired 13,396 units with respect to this offer. See Part II Item I - Legal Proceedings. On March 12, 1996, the Partnership received a letter advising that the Partnership's and GHI II's joint venture partner in certain of the hotel properties was offering $147,400,000 in cash for all of the 28 hotel properties directly or indirectly owned by the Partnership and GHI II. See "Amendment No. 2" to the Partnership's Statement on Schedule 14D-9, as filed with the Commission on March 14, 1996, for a more complete description of this offer, which "Amendment No. 2" is hereby incorporated by reference herein. The Managing General Partner did not accept the terms of the offer and, by its terms, the offer expired unaccepted on March 31, 1996. PART II - OTHER INFORMATION ITEM 1. Legal Proceeding William Wallace, Mildred Wallace, Edith G. Martin, Paul Allemang and Gwen Allemang, on behalf of themselves and all others similarly situated, and derivatively on behalf of Growth Hotel Investors, a California limited partnership and Growth Hotel Investors II ("GHI II"), a California limited partnership, Plaintiff v. Devon Associates, Montgomery Realty-85, GHI Associates, Cayuga Associates, L.P., Cayuga Capital Corp., Insignia Financial Group, Inc., L.P., and Fleetwood Corp., Defendants and Growth Hotel Investors, a California Limited partnership, and Growth Hotel Investors II, a California limited partnership, Nominal Defendant, Supreme Court of the State of New York, County of New York, Case No. 9600866. (the "Wallace Action"). On February 21, 1996, William and Mildred Wallace, holders of Units of GHI, and Edith G. Martin and Paul and Gwen Allemang, holders of Units of the Partnership, commenced an action on behalf of themselves and others similarly situated, and derivatively on behalf of GHI and the Partnership, in the Supreme Court of the State of New York, County of New York, against, among others, MRC-85 and certain of its affiliates pertaining to the tender offer for up to 21,000 partnership Units of GHI II and up to 15,000 partnership Units of the Partnership which commenced February 15, 1996. The action alleged, among other things, that the tender offers constituted (a) a breach of fiduciary duty owed to limited partners and the partnerships, and (b) a breach of the provisions of the partnership agreements of such partnerships. The action, which was brought as a class action on behalf of all limited partners, sought to enjoin the tender offers as well as monetary damages in an unspecified amount. R&S Asset Partners, a Florida general partnership, and Jessie B. Small, on their own behalves, on behalf of all others similarly situated, and derivatively on behalf of the Nominal Defendants, Plaintiffs, v. Devon Associates, Cayuga Associates, L.P., Cayuga Capital Corp., Fleetwood Corp., Carl C. Icahn, Michael L. Ashner, Martin Lifton, Arthur N. Queler, Insignia Financial Group, Inc., IFGP, Corp., National Properties Investors, Inc., NPI Equity Investment II, Inc., Fox Fealty Investors, Portfolio Realty Associates, L.P., Emmet J. Cashin, Jr., Jarold A. Evans, W. Patrick McDowell, Apollo Real Estate Advisors, L.P., and Montgomery Realty Company-85, Defendants, and Growth Hotel Investors, a California Limited Partnership, and Growth Hotel Investors II, a California Limited Partnership, Nominal Defendants, Superior Court of the State of California, County of Los Angeles, Case No. BC145220 (the "R&S Asset Partners Action"). On February 28, 1996, R&S Asset Partners, holders of Units of GHI, and Jesse B. Small, holder of Units of the Partnership, commenced an action on behalf of themselves and others similarly situated, and derivatively on behalf of GHI and the Partnership, in the Superior Court of the State of California, County of Los Angeles, against, among others, MRC-85 and certain of its affiliates pertaining to the tender offer for up to 21,000 partnership Units of GHI II and up to 15,000 partnership Units of the Partnership which commenced February 15, 1996. The action alleged, among other things, that the tender offers constituted (a) a breach of fiduciary duty owed to the limited partners of the partnerships, (b) negligent misrepresentations pertaining to the disclosure set forth in the offer to purchase, (c) common law fraud, and (d) a breach of the provisions of the partnership agreements of such partnerships. The action, which was brought as a class action on behalf of all limited partners, sought to enjoin the tender offers as well as monetary damages in an unspecified amount. See Item 3 of the Schedule 14D-9, which is incorporated herein by reference, for additional information with respect to the above actions. On March 15, 1996, counsel for the plaintiffs and defendants in the Wallace Action and the R&S Partners Actions agreed in principle to settle these actions. In connection with the settlement MRC-85 agreed to take such actions as are reasonably necessary and consistent with its fiduciary duties to procure offers for the purchase of the Partnership's and GHI's assets which maximize the value of the limited partner assignee units. MRC-85 further agreed to deal fairly and in good faith with persons expressing an interest in making a bona fide offer to purchase such assets and, subject to its fiduciary duty, provide such bona fide offers with access to the Partership's and GHI's books and records for due diligence purposes. If MRC-85 determines that an offer to purchase its assets is acceptable MRC-85 will prepare a plan of liquidation and submit such plan to the Partnership's partners for approval. Also in connection with the settlement, the plaintiffs will release all claims they may have arising out of the tender offers. The consummation of the settlement is subject to the satisfaction of numerous conditions including court approval. Accordingly, there can be no assurance that the settlement will be consummated on these terms and conditions or at all. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. 99(a) Schedule 14D-9 of the Registrant, as filed with the Commission on February 29, 1996. 99(b) Amendment No. 1 to Schedule 14D-9 of the Registrant, as filed with the Commission on March 7, 1996. 99(c) Amendment No. 2 to Schedule 14D-9 of the Registrant, as filed with the Commission on March 14, 1996. 99(d) Amendment No. 3 to Schedule 14D-9 of the Registrant, as filed with the Commission on March 18, 1996. b) Reports on Form 8-K: Form 8-K dated January 19, 1996, was filed reporting the change in control of the Partnership. 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 thereunto duly authorized. GROWTH HOTEL INVESTORS By: MONTGOMERY REALTY COMPANY-85, its general partner /s/William H. Jarrard, Jr. President and Director /s/Ronald Uretta Principal Financial Officer and Principal Accounting Officer Date: May 15, 1996
EX-27 2
5 This schedule contains summary financial information extracted from Growth Hotel Investors 1996 First Quarter 10-Q and is qualified in its entirety by reference to such 10-Q filing. 0000769129 GROWTH HOTEL INVESTORS 1,000 3-MOS DEC-31-1996 MAR-31-1996 3,533 0 0 0 0 0 23,518 8,943 27,994 0 5,429 0 0 0 21,891 27,994 0 2,142 0 0 1,693 0 169 452 0 452 0 0 0 452 .01 0 The Registrant has an unclassified balance sheet.
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