UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to .
Commission File Number : 0-10995
PAINE WEBBER GROWTH PROPERTIES LP
(Exact name of registrant as specified in its charter)
Delaware 04-2772109
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 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 .
<PAGE>
PAINE WEBBER GROWTH PROPERTIES LP
CONSOLIDATED BALANCE SHEETS
December 31, 1995 and March 31, 1995 (Unaudited)
(In thousands)
ASSETS December 31 March 31
Operating investment property, at cost:
Land $ 2,029 $ 2,029
Buildings improvements and equipment 13,748 13,678
-------- -------
15,777 15,707
Less accumulated depreciation (6,083) (5,577)
9,694 10,130
Investments in unconsolidated joint
ventures, at equity 1,068 1,329
Cash and cash equivalents 1,099 3,493
Real estate tax and insurance escrow deposit 210 244
Capital improvement and replacement escrow deposits 283 329
Accounts receivable 13 8
Deferred loan costs, net 500 513
Other assets 24 40
-------- --------
$ 12,891 $ 16,086
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 219 $ 304
Accrued interest payable 197 155
Mortgage note payable 6,909 6,962
Tenant security deposits 19 24
Other liabilities 27 31
Partners' capital 5,520 8,610
-------- --------
$ 12,891 $ 16,086
======== ========
See accompanying notes.
PAINE WEBBER GROWTH PROPERTIES LP
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and nine months ended December 31, 1995 and 1994 (Unaudited)
(In thousands, except per Unit data)
Three Months Ended Nine Months Ended
December 31, December 31,
1995 1994 1995 1994
Revenues:
Rental income $ 514 $ 457 $ 1,511 $1,386
Reimbursements from affiliates 50 57 146 168
Interest and other income 79 53 195 166
------- ------- ------- ------
643 567 1,852 1,720
Expenses:
Property operating expenses 255 321 778 732
Depreciation 169 171 506 441
Interest expense 146 155 438 448
Real estate taxes 56 51 167 150
Management fees 8 9 26 9
General and administrative 85 73 308 213
------- ------- ------- ------
719 780 2,223 1,993
Operating loss (76) (213) (371) (273)
Venture partner's share of
consolidated venture's operations 1 2 3 3
Partnership's share of unconsolidated
ventures' income 41 154 170 109
------- ------- ------- ------
Net loss $ (34) $ (57) $ (198) $ (161)
======= ======= ======== =======
Per Limited Partnership Unit:
Net loss $(0.91) $(1.94) $(6.71) $ (5.46)
======= ======= ======== =======
Cash distributions $ 3.01 $ 3.14 $99.30 $161.14
======= ======= ======== =======
The above per Limited Partnership Unit information is based upon the 29,194
Units of Limited Partnership Interest outstanding during each period.
See accompanying notes.
PAINE WEBBER GROWTH PROPERTIES LP
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
For the nine months ended December 31, 1995 and 1994 (Unaudited)
(In thousands)
General Limited
Partners Partners
Balance at March 31, 1994 $ (69) $ 13,152
Cash distribution - (4,705)
Net loss (2) (159)
------- --------
Balance at December 31, 1994 $ (71) $ 8,288
======= ========
Balance at March 31, 1995 $ - $ 8,610
Cash distributions (3) (2,889)
Net loss (2) (196)
------- --------
Balance at December 31, 1995 $ (5) $ 5,525
======= ========
See accompanying notes.
<PAGE>
PAINE WEBBER GROWTH PROPERTIES LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended December 31, 1995 and 1994 (Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
(In thousands)
1995 1994
Cash flows from operating activities:
Net loss $ (198) $ (161)
Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
Reimbursements from affiliates (146) (168)
Venture partner's share of consolidated
venture's operations (3) (3)
Partnership's share of unconsolidated
ventures' income (170) (109)
Depreciation 506 441
Amortization of deferred loan costs 13 13
Changes in assets and liabilities:
Real estate tax and insurance escrow deposit 34 41
Accounts receivable (5) 1
Other assets 16 42
Accounts payable and accrued expenses (85) (46)
Accrued interest payable 42 36
Other liabilities (4) -
Tenant security deposits (5) (11)
Total adjustments 193 237
-------- --------
Net cash provided by (used for)
operating activities (5) 76
-------- --------
Cash flows from investing activities:
Distributions from unconsolidated joint ventures 580 6,599
Net withdrawals from capital
improvement and replacement escrow 46 526
Additions to operating investment property (70) (762)
-------- --------
Net cash provided by investing activities 556 6,363
Cash flows from financing activities:
Principal payments on mortgage note payable (53) (50)
Distributions to partners (2,892) (4,705)
-------- --------
Net cash used for financing activities (2,945) (4,755)
Net increase (decrease) in cash and cash equivalents (2,394) 1,684
Cash and cash equivalents, beginning of period 3,493 1,625
-------- --------
Cash and cash equivalents, end of period $ 1,099 $ 3,309
======== ========
Cash paid during the period for interest $ 383 $ 351
======== ========
See accompanying notes
<PAGE>
PAINE WEBBER GROWTH PROPERTIES LP
Notes to Financial Statements
(Unaudited)
1. General
The accompanying financial statements, footnotes and discussion should
be read in conjunction with the financial statements and footnotes contained
in the Partnership's Annual Report for the year ended March 31, 1995.
In the opinion of management, the accompanying financial statements,
which have not been audited, reflect all adjustments necessary to present
fairly the results for the interim period. All of the accounting adjustments
reflected in the accompanying interim financial statements are of a normal
recurring nature.
2. Investments in Unconsolidated Joint Ventures
The Partnership has investments in four unconsolidated joint ventures at
December 31, 1995 (five at December 31, 1994). Three of the unconsolidated
joint ventures own and operate residential apartment complexes (four at
December 31, 1994). As discussed further in the Annual Report, one
unconsolidated joint venture (Parkwoods) had owned and operated a
residential apartment complex until the property was completely destroyed by
a fire in October of 1991. On April 15, 1994 this venture sold the land at
the former site of the Parkwoods apartment complex to an affiliate of the
Partnership's co-venture partner for $4,750,000. Despite the sale of the
remaining real property, the Parkwoods joint venture has not been liquidated
to date due to certain outstanding legal matters related to the
aforementioned fire.
On December 23, 1994, Austin Northcastle Partners, a joint venture in
which the Partnership had an interest, sold the property known as the
Northcastle Apartments, located in Austin, Texas, to an unrelated third
party for $6,100,000. Final approval of the sale, which involved the
assumption of the outstanding first mortgage loan secured by the property,
was received from the Department of Housing and Urban Development on April
26, 1995. After transaction costs and the assumption of the outstanding
first mortgage loan, the joint venture received net proceeds of $1,620,000
from the sale. The Partnership's share of such proceeds was $1,581,000, in
accordance with the terms of the joint venture agreement. On June 15, 1995,
the Partnership made a special distribution of $2,627,000, or $90 per unit,
to the Limited Partners which included the net proceeds from the Northcastle
sale and certain excess Partnership reserves.
The unconsolidated joint ventures are accounted for on the equity method
in the Partnership's financial statements because the Partnership does not
have a voting control interest in these ventures. Under the equity method
the investments are carried at cost adjusted for the Partnership's share of
the venture's earnings, losses and distributions. The Partnership's policy
is to recognize its share of ventures' operations three months in arrears.
<PAGE>
Summarized operations of the unconsolidated joint ventures, for the
periods indicated, are as follows:
CONDENSED COMBINED SUMMARY OF OPERATIONS
For the three and nine months ended September 30, 1995 and 1994
(in thousands)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
Rental revenues and
expense recoveries $1,175 $1,429 $3,483 $4,161
Interest and other income 37 68 99 173
------ ------ ------ ------
1,212 1,497 3,582 4,334
Property operating expenses 571 599 1,596 1,990
Interest expense 395 477 1,188 1,437
Depreciation and amortization 216 272 648 819
------ ------ ------ ------
1,182 1,348 3,432 4,246
Net income $ 30 $ 149 $ 150 $ 88
====== ====== ====== ======
Net income:
Partnership's share of
combined income (losses) $ 41 $ 154 $ 170 $ 109
Co-venturers' share of
combined income (losses) (11) (5) (20) (21)
------ ------ ------- ------
$ 30 $ 149 $ 150 $ 88
====== ====== ====== ======
3. Operating Investment Property
The Partnership has a controlling interest in one joint venture, Nob
Hill Partners, which owns Nob Hill Apartments, a 368-unit apartment complex
located in San Antonio, Texas. As explained further in the Annual Report,
during fiscal 1993 the Partnership assumed control over the affairs of the
joint venture as a result of the withdrawal of the co-venture partner and
the assignment of its remaining interest to First PW Growth Properties,
Inc., the Managing General Partner of the Partnership. Accordingly, the
accompanying financial statements present the financial position, results of
operations and cash flows of this joint venture on a consolidated basis. The
joint venture has a year-end of December 31 for both tax and financial
reporting purposes. Accordingly, the Partnership's policy is to report the
consolidated results of the joint venture on a three-month lag.
On October 18, 1995, the Partnership signed a letter of intent to sell
the Nob Hill Apartments to a third party for $10 million. The sale was
subject to the satisfactory completion of the buyer's due diligence and
formal approval from the U.S. Department of Housing and Urban Development to
the buyer's assumption of the outstanding first mortgage loan. In January
1996, the buyer withdrew the offer to purchase the property. Management
currently intends to re-market the property for sale during the fourth
quarter of fiscal 1996. There are no assurances that a sale transaction will
be completed in the near term.
<PAGE>
The following is a summary of property operating expenses for the three
and nine months ended September 30, 1995 and 1994 (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
Repairs and maintenance $ 81 $ 132 $ 228 $ 207
Utilities 39 33 103 85
Management fees 22 19 63 58
Insurance 15 6 44 74
Administrative and other 98 131 340 308
----- ----- ------ ------
$ 255 $ 321 $ 778 $ 732
===== ===== ====== ======
4. Related Party Transactions
The Partnership accrues as income reimbursements due from certain of the
joint ventures for the Partnership's management fees and certain
out-of-pocket expenses, as specified in the respective joint venture
agreements. Such reimbursements totalled $146,000 and $168,000 for the nine
months ended December 31, 1995 and 1994, respectively.
Since the Partnership reinstated the payment of regular quarterly
distributions to the Limited Partners effective November 15, 1994, the
Adviser is entitled to earn certain asset management fees. The Adviser earns
management fees equal to approximately 10% of the Distributable Cash
generated by the Partnership, as defined, subject to certain limitations.
Such management fees totalled $26,000 and $9,000 for the nine months ended
December 31, 1995 and 1994, respectively.
Included in general and administrative expenses for the nine months
ended December 31, 1995 and 1994 is $70,000 and $75,000, respectively,
representing reimbursements to an affiliate of the Managing General Partner
for providing certain financial, accounting and investor communication
services to the Partnership.
The Partnership uses the services of Mitchell Hutchins Institutional
Investors, Inc. ("Mitchell Hutchins") for the managing of cash assets.
Mitchell Hutchins is a subsidiary of Mitchell Hutchins Asset Management,
Inc., an independently operated subsidiary of PaineWebber. Mitchell Hutchins
earned fees of $5,000 and $3,000 (included in general and administrative
expenses) for managing the Partnership's cash assets during the nine months
ended December 31, 1995 and 1994, respectively.
5. Mortgage Note Payable
Mortgage note payable at December 31, 1995 and March 31, 1995 consists
of the following debt of Nob Hill Partners, the Partnership's consolidated
joint venture (in thousands):
December 31 March 31
7.375% mortgage note payable
secured by the Nob Hill
operating property. $6,909 $6,962
====== ======
The above debt obligation represents a nonrecourse mortgage note payable
to a third party and insured by the U.S. Department of Housing and Urban
Development (HUD). The principal and interest on the note are to be paid in
monthly installments of $49,000 commencing December 1, 1993, until maturity
on November 1, 2023. In addition, the property submits monthly escrow
deposits of $29,000 for taxes, insurance and a replacement reserve required
under the terms of the HUD regulatory agreement.
<PAGE>
6. Contingencies
The Partnership is involved in certain legal actions. The Managing
General Partner believes that these actions will be resolved without
material adverse effect on the Partnership's financial statements, taken as
a whole.
<PAGE>
PAINE WEBBER GROWTH PROPERTIES LP
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
As previously reported, as a result of increases in apartment development
activity in the local market as well as the attractive, assumable financing
obtained in September 1993, management began to market the Nob Hill Apartments
property for sale during the spring of 1995. During the current quarter, on
October 18, 1995, the Partnership signed a letter of intent with a third party
to sell the Nob Hill Apartments for $10 million. The sale was subject to the
satisfactory completion of the buyer's due diligence and formal approval from
the U.S. Department of Housing and Urban Development (HUD) to the buyer's
assumption of the outstanding first mortgage loan. As part of its due diligence
process, the buyer raised certain issues regarding required repairs to the
property and requested a price concession to offset the cost of such repairs.
The Partnership had been negotiating with the buyer over the magnitude of the
required repairs and the amount of the costs required to complete the repairs.
However, no agreement could be reached regarding these issues and, in January
1996, the buyer withdrew the offer to purchase the property. Management
currently intends to address and rectify, as necessary, the repair issues raised
by the prospective buyer. In the meantime, the property will also be re-marketed
to determine if a favorable sale opportunity might still be achievable. While
the Nob Hill property is currently 91% occupied, it will soon have strong
competition from a significant number of new multi-family units currently being
developed. This increase in the supply of apartment units is expected to result
in pressure to reduce rental rates or use rent concessions as leasing incentives
to maintain occupancy levels and market share. In addition, despite the recent,
extensive capital improvement program at the property, the property's age will
require increased capital to maintain its competitive condition. As a result of
these circumstances, management believes that values for this 25-year-old,
368-unit, San Antonio, Texas apartment complex may be at or near their peak for
the current market cycle.
The local apartment markets where the Chisholm Place and Tantra Lake
apartment complexes are located have experienced continuous gradual improvement
over the past 2-to-3 years, which has allowed the respective properties to be
more aggressive in seeking increased rents while also maintaining high
occupancies. The operations of these investment properties reflect the generally
improving conditions in the real estate markets for multi-family residential
properties across the country. Lack of significant new construction activity
over this period has allowed the oversupply which existed in many markets as a
result of the overbuilding of the 1980s to be absorbed. The results of such
absorption, combined with the effects of an improving national economy, have
been a gradual improvement in economic occupancy levels and effective rental
rates and a corresponding increase in property values in most markets.
Management may seek favorable opportunities to sell certain of its remaining
operating investment properties if such conditions suggest that a current sale
may be in the Partnership's best interests. In particular, management intends to
focus on the Chisholm Place property, where new construction activity has
increased significantly in recent months, to determine if the Partnership should
pursue a sale in the near term. The California real estate market, where the
Partnership's Grouse Run Apartments property is located, represents an exception
to the aforementioned market conditions. Conditions in California continue to be
adversely affected by the condition of the region's economy, which has been hit
hard by the cutbacks in government defense spending and by the reduced rate of
growth in the high technology industries. Operations at Grouse Run, while
affected by these conditions, continue to hold relatively steady at the present
time. Management has been able to maintain high occupancy levels by offering
various rental concessions. The use of concessions at Grouse Run is expected to
continue in the near term.
Because of the improved performances of the Nob Hill, Chisholm Place and
Tantra Lake properties, and because the Partnership currently has sufficient
reserves to meet its anticipated future capital needs, management reinstated the
payment of quarterly cash distributions at the annual rate of 2% on remaining
capital beginning with a payment made on November 15, 1994 for the quarter ended
September 30, 1994. Subsequent to the June 1995 distribution of Northcastle sale
proceeds and excess reserves, Limited Partners had a remaining capital account
of $538 per original $1,000 investment. Distributions will continue at the 2%
level on the remaining capital account as long as actual results of operations
produce sufficient earnings to support such distributions.
As discussed in the Annual Report, management has filed for a refund of
approximately $450,000 in costs incurred to secure the necessary building
permits which were obtained prior to the sale of the land underlying the former
Parkwoods Apartments from a federal agency responsible for administering federal
aid in connection with the 1991 Oakland fire. An agreement was reached during
the second quarter of fiscal 1996 to a release schedule for money previously
funded by the Partnership to pay for building permits. The majority of the
$450,000 is expected to be received by the Partnership by February 29, 1996. The
legal proceedings related to the Oakland fire included certain court-supervised
mediation hearings during fiscal 1995 which have subsequently led to the
settlement or dismissal of substantially all of the outstanding claims. Based on
these proceedings and the settlements executed to date, management is confident
that the amount of any legal defense costs, award judgments and negotiated
settlements will be covered under the venture's liability insurance policies.
At December 31, 1995, the Partnership and its consolidated joint venture
had available cash and cash equivalents of approximately $1,099,000. Such cash
and cash equivalents, along with future cash flow distributions from the
Partnership's operating properties, will be used for the working capital needs
of the Partnership and for the funding of the Partnership's share of capital
improvements or operating deficits of the investment properties, if necessary,
and for distributions to the partners. Such sources of liquidity are expected to
be adequate to cover the Partnership's needs on both a short-term and long-term
basis. The future source of liquidity and distributions to the partners is
expected to be through proceeds received from the sales or refinancings of the
investment properties.
Results of Operations
Three Months Ended December 31, 1995
The Partnership's net loss decreased by $23,000 for the three months ended
December 31, 1995 when compared to the same period in the prior year. This
decrease resulted from a $137,000 decrease in operating loss, which was
partially offset by a $113,000 decrease in the Partnership's share of
unconsolidated ventures' income. The decrease in the Partnership's operating
loss is attributable mainly to increases in rental income and interest and other
income of $57,000 and $26,000, respectively, and a decrease in property
operating expenses of $66,000. Rental income from the Partnership's consolidated
joint venture increased due largely to increases in rental rates at Nob Hill
over the same period in the prior year. Interest and other income increased
mainly due to certain insurance proceeds received in the current period related
to repair costs incurred at the Northcastle Apartments during 1993. Property
operating expenses of the consolidated venture decreased primarily due to a
decrease in expenditures related to tenant turnover costs and appliance and
cabinet replacements at Nob Hill. The favorable changes in operating loss were
partially offset by an increase in general and administrative expenses of
$12,000 which resulted mainly from an increase in certain required professional
services. The unfavorable change in the Partnership's share of unconsolidated
ventures' income can be attributed largely to an increase in repairs and
maintenance expense at Chisholm Place.
Nine Months Ended December 31, 1995
The Partnership's net loss increased by $37,000 for the nine months ended
December 31, 1995 when compared to the same period in the prior year. This
increase is a result of an increase in the Partnership's operating loss of
$98,000, which was partially offset by a favorable change in the Partnership's
share of unconsolidated ventures' income of $61,000. The increase in the
Partnership's operating loss is primarily a result of increases in property
operating expenses and depreciation expense of $46,000 and $65,000,
respectively, at the Partnership's consolidated Nob Hill joint venture and an
increase in general and administrative expenses of $95,000. Property operating
expenses increased due to a significant increase in repairs and maintenance
expense related to costs incurred to prepare the Nob Hill property for a
possible sale, as discussed further above. Depreciation expense increased as a
result of significant fixed asset additions to the Nob Hill operating investment
property during fiscal 1995. General and administrative expenses increased
mainly due to an increase in certain required professional services. These
increases in expenses were partially offset by an increase in rental income at
Nob Hill of $125,000 due to an increase in rental rates over the same period in
the prior year.
The Partnership reported income from the operations of its unconsolidated
joint ventures of $170,000 for the current nine-month period as compared to
income of $109,000 for the same period in the prior year. This favorable change
is due to rental income increases at two of the Partnership's three remaining
unconsolidated joint ventures, particularly at the Tantra Lakes Apartments,
mainly due to increases in rental rates.
<PAGE>
PART II
Other Information
Item 1. Legal Proceedings
In November 1994, a series of purported class actions (the "New York
Limited Partnership Actions") were filed in the United States District Court for
the Southern District of New York concerning PaineWebber Incorporated's sale and
sponsorship of 70 limited partnership investments, including those offered by
the Partnership. The lawsuits were brought against PaineWebber Incorporated and
Paine Webber Group Inc. (together "PaineWebber"), among others, by allegedly
dissatisfied partnership investors. In March 1995, after the actions were
consolidated under the title In re PaineWebber Limited Partnership Litigation,
the plaintiffs amended their complaint to assert claims against a variety of
other defendants, including First PW Growth Properties, Inc. and Properties
Associates, which are the General Partners of the Partnership and affiliates of
PaineWebber. On May 30, 1995, the court certified class action treatment of the
claims asserted in the litigation.
The amended complaint in the New York Limited Partnership Actions alleges
that, in connection with the sale of interests in Paine Webber Growth Properties
LP, PaineWebber, First PW Growth Properties, Inc. and Properties Associates (1)
failed to provide adequate disclosure of the risks involved; (2) made false and
misleading representations about the safety of the investments and the
Partnership's anticipated performance; and (3) marketed the Partnership to
investors for whom such investments were not suitable. The plaintiffs, who
purport to be suing on behalf of all persons who invested in Paine Webber Growth
Properties LP, also allege that following the sale of the partnership interests,
PaineWebber, First PW Growth Properties, Inc. and Properties Associates
misrepresented financial information about the Partnerships value and
performance. The amended complaint alleges that PaineWebber, First PW Growth
Properties, Inc. and Properties Associates violated the Racketeer Influenced and
Corrupt Organizations Act ("RICO") and the federal securities laws. The
plaintiffs seek unspecified damages, including reimbursement for all sums
invested by them in the partnerships, as well as disgorgement of all fees and
other income derived by PaineWebber from the limited partnerships. In addition,
the plaintiffs also seek treble damages under RICO.
In January 1996, PaineWebber signed a memorandum of understanding with the
plaintiffs in the New York Limited Partnership Actions outlining the terms under
which the parties have agreed to settle the case. Pursuant to that memorandum of
understanding, PaineWebber irrevocably deposited $125 million into an escrow
fund under the supervision of the United States District Court for the Southern
District of New York to be used to resolve the litigation in accordance with a
definitive settlement agreement and plan of allocation which the parties expect
to submit to the court for its consideration and approval within the next
several months. Until a definitive settlement and plan of allocation is approved
by the court, there can be no assurance what, if any, payment or non-monetary
benefits will be made available to investors in Paine Webber Growth Properties
LP. Pursuant to provisions of the Partnership Agreement and other contractual
obligations, under certain circumstances the Partnership may be required to
indemnify First PW Growth Properties, Inc., Properties Associates and their
affiliates for costs and liabilities in connection with this litigation.
Management has had discussions with representatives of PaineWebber and, based on
such discussions, the Partnership does not believe that PaineWebber intends to
invoke the aforementioned indemnifications in connection with the settlement of
this litigation.
Item 2. through 5. NONE
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: NONE
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed by the registrant during the
quarter for which this report is filed.
<PAGE>
PAINE WEBBER GROWTH PROPERTIES LP
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.
PAINE WEBBER GROWTH PROPERTIES LP
By: FIRST PW GROWTH PROPERTIES, INC.
Managing General Partner
By: /s/ Walter V. Arnold
Walter V. Arnold
Senior Vice President and
Chief Financial Officer
Date: February 13, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Partnership's audited financial
statements for the year ended September 30, 1995 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> DEC-31-1995
<CASH> 1,099
<SECURITIES> 0
<RECEIVABLES> 13
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,605
<PP&E> 16,845
<DEPRECIATION> 6,083
<TOTAL-ASSETS> 12,891
<CURRENT-LIABILITIES> 462
<BONDS> 6,909
<COMMON> 0
0
0
<OTHER-SE> 5,520
<TOTAL-LIABILITY-AND-EQUITY> 12,891
<SALES> 0
<TOTAL-REVENUES> 2,022
<CGS> 0
<TOTAL-COSTS> 1,782
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 438
<INCOME-PRETAX> (198)
<INCOME-TAX> 0
<INCOME-CONTINUING> (198)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (198)
<EPS-PRIMARY> (6.71)
<EPS-DILUTED> (6.71)
</TABLE>
