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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 12b-25
NOTIFICATION OF LATE FILING
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| SEC FILE NUMBER |
| 1-6848 |
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| CUSIP NUMBER |
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(Check One): / / Form 10-K / / Form 20-F / / Form 11-K
/X/ Form 10-Q / / Form N-SAR
For Period Ended: June 30, 1994
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
United Inns, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
5100 Poplar Avenue
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City, State and Zip Code
Memphis, TN 38137
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/X/ (b) The subject annual report or semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
See attachment.
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q or
N-SAR or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
J. D. Miller 901 767-2880
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(NAME) (AREA CODE) (TELEPHONE NUMBER)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter) period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
|X| YES | | NO
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
|X| YES | | NO
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results can not be made
See enclosed Statement of Income.
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United Inns, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 15,1994 By /s/ J. Don Miller
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Vice President
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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GENERAL INSTRUCTIONS
1. This Form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this Form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic
filers unable to timely file a report solely due to electronic
difficulties. Filers unable to submit a report within the time period
prescribed due to difficulties in electronic filing should comply with
either Rule 201 or Rule 202 of Regulation S-T or apply for an adjustment
in filing date pursuant to Rule 13(b) of Regulation S-T.
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ATTACHMENT TO FORM 12b-25
August 15, 1994
PART III
Concurrently with the close of the quarter ended June 30, 1994, Registrant's
personnel, responsible for preparation of the Quarterly Report Form 10-Q, was
engaged in data assimilation for utilization in the financial review and
evaluation being conducted by the Registrant's financial adviser, Smith Barney,
Inc. It was not recognized quickly enough that the backlog created by this
additional activity could not be dealt with in sufficient time to allow for
completion of work required in submission of Form 10-Q by this date.
Further, the same personnel responsible for Form 10-Q preparation has been
attempting to deal with the additional workload generated by EDGAR submission
requirements.
Registrant is utilizing additional assistance from its auditors in an effort to
complete Form 10-Q for timely submission but has still been unable to complete
at this date.
The Registrant will make every effort to file Form 10-Q for the quarter ended
June 30, 1994 with the Commission not later than August 19, 1994.
PART IV (3)
Attached hereto is a copy of the Income Statement of United Inns, Inc. &
Subsidiaries for the quarter ended June 30, 1994.
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UNITED INNS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
NINE MONTHS ENDED QUARTER ENDED
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30-Jun-94 30-Jun-93 30-Jun-94 30-Jun-93
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<S> <C> <C> <C> <C>
Revenues
Rooms $52,462,722 $51,727,456 $18,956,384 $18,900,023
Restaurants 11,419,253 12,239,913 3,716,539 4,015,857
Car washes 735,695 1,192,238 207,593 278,189
Telephone & sundry 3,174,715 3,523,468 1,117,794 1,206,748
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67,792,385 68,683,075 23,998,310 24,400,817
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Operating costs and expenses:
Direct:
Rooms 33,900,001 35,399,762 11,664,587 12,357,893
Restaurants 11,253,692 12,280,777 3,689,313 4,079,557
Car washes 709,323 1,388,946 215,169 310,563
Telephone & sundry 1,343,943 1,444,754 441,334 496,627
Marketing, administrative and general 7,391,868 7,418,128 2,472,525 2,470,902
Depreciation 6,739,495 6,660,236 2,219,055 2,158,591
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61,338,322 64,592,603 20,701,983 21,874,133
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Operating income 6,454,063 4,000,472 3,296,327 2,526,684
Interest expense (7,306,564) (7,481,515) (2,406,905) (2,583,562)
Minority interest (61,252) (54,530) (22,579) (31,011)
Gain (loss) on disposition of assets * (6,287,511) 1,406,265 (7,178,059) 183,927
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Income (loss) before income taxes (7,201,264) (2,039,308) (6,311,216) 96,038
Income taxes (credit) (2,255,471) (629,708) (2,075,369) 159,762
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Net income (loss) ($4,945,793) ($1,409,600) ($4,235,847) ($63,724)
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Per share of common stock
Net income (loss) ($1.87) ($0.53) ($1.60) ($0.02)
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Weighted average shares
of common stock 2,640,905 2,640,909 2,640,899 2,640,909
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Dividends per share $0.00 $0.00 $0.00 $0.00
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<FN>
* Includes provision of loss contingency of $6,637,607 on sale of Houston Near
Greenway Plaza in 4th quarter of fiscal 1984.
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