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 QUARTER ENDED SEPTEMBER 30, 1998
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
BALANCE SHEETS
September 30, 1998 and March 31, 1998 (Unaudited)
(In thousands)
ASSETS
September 30 March 31
------------ --------
Cash and cash equivalents $ 1,139 $ 1,034
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Losses from joint ventures in excess
of investments and advances $ 587 $ 266
Accounts payable and accrued expenses 36 44
Other liabilities - 146
Partners' capital 516 578
-------- --------
$ 1,139 $ 1,034
======== ========
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
For the six months ended September 30, 1998 and 1997 (Unaudited)
(In thousands)
General Limited
Partners Partners
-------- --------
Balance at March 31, 1997 $ (16) $ 4,395
Cash distributions (3) (3,672)
Net income 2 253
-------- --------
Balance at September 30, 1997 $ (17) $ 976
======== ========
Balance at March 31, 1998 $ (20) $ 598
Cash distributions (3) (371)
Net income 3 309
-------- --------
Balance at September 30, 1998 $ (20) $ 536
======== ========
See accompanying notes.
<PAGE>
PAINE WEBBER GROWTH PROPERTIES LP
STATEMENTS OF INCOME
For the three and six months ended September 30, 1998 and 1997
(Unaudited)
(In thousands, except per Unit data)
Three Months Ended Six Months Ended
September 30, September 30,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
Revenues:
Reimbursements from
affiliates $ 56 $ 49 $ 98 $ 91
Interest and other income 16 13 33 71
------- ------ ------- -------
72 62 131 162
Expenses:
Management fees 18 19 37 31
General and administrative 81 68 126 114
------- ------ ------- -------
99 87 163 145
------- ------ ------- -------
Operating income (loss) (27) (25) (32) 17
Partnership's share of
ventures' income 145 48 344 238
------- ------ ------- -------
Net income $ 118 $ 23 $ 312 $ 255
======= ====== ======= =======
Net income per
Limited Partnership Unit $ 4.00 $ 0.78 $10.58 $ 8.65
====== ====== ====== ======
Cash distributions per
Limited Partnership Unit $ 6.35 $ 6.73 $12.70 $125.77
====== ====== ====== =======
The above net income and cash distributions per Limited Partnership Unit
are based upon the 29,194 Units of Limited Partnership Interest outstanding
during each period.
See accompanying notes.
<PAGE>
PAINE WEBBER GROWTH PROPERTIES LP
STATEMENTS OF CASH FLOWS
For the six months ended September 30, 1998 and 1997 (Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
(In thousands)
1998 1997
---- ----
Cash flows from operating activities:
Net income $ 312 $ 255
Adjustments to reconcile net income to net
cash used in operating activities:
Reimbursements from affiliates (98) (91)
Partnership's share of ventures' income (344) (238)
Changes in assets and liabilities:
Accounts payable and accrued expenses (8) (9)
Other liabilities (146) (4)
------ -----
Total adjustments (596) (342)
------ -----
Net cash used in operating activities (284) (87)
Cash flows from investing activities:
Distributions from joint ventures 763 513
Cash flows from financing activities:
Distributions to partners (374) (3,675)
------ -----
Net increase (decrease) in cash and cash equivalents 105 (3,249)
Cash and cash equivalents, beginning of period 1,034 4,118
------ -----
Cash and cash equivalents, end of period $1,139 $ 869
====== ======
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, 1998. 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.
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles
which requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities as of September 30, 1998 and March 31, 1998 and revenues and
expenses for each of the three-and six-month periods ended September 30, 1998
and 1997. Actual results could differ from the estimates and assumptions used.
As of September 30, 1998, the Partnership had three remaining joint
venture investments that owned operating investment properties: the Tantra Lake
Apartments, the Grouse Run Apartments and the Chisholm Place Apartments. As
discussed further in Note 3, the Tantra Lake and Grouse Run properties were sold
subsequent to the quarter end, on October 30, 1998 and November 2, 1998,
respectively. Management of the Partnership is currently pursuing the possible
sale of the final asset and a potential liquidation of the Partnership which
could be accomplished prior to the end of calendar 1998. There are no
assurances, however, that the disposition of the Partnership's remaining asset
and a liquidation of the Partnership will be accomplished within this time frame
2. 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 $98,000 and $91,000 for the six months ended September
30, 1998 and 1997, respectively.
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 $37,000 and $31,000 for the six
months ended September 30, 1998 and 1997, respectively.
Included in general and administrative expenses for the six months ended
September 30, 1998 and 1997 is $48,000 and $47,000, 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 an affiliate, Mitchell Hutchins
Institutional Investors, Inc. ("Mitchell Hutchins") for the managing of cash
assets. Mitchell Hutchins earned fees of $1,000 and $4,000 (included in general
and administrative expenses) for managing the Partnership's cash assets during
the six months ended September 30, 1998
and 1997, respectively.
3. Investments in Unconsolidated Joint Ventures
--------------------------------------------
The Partnership had investments in four unconsolidated joint ventures at
September 30, 1998 and 1997. Three of the unconsolidated joint ventures own and
operate residential apartment complexes. 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.
Subsequent to the end of the quarter, on October 30, 1998 and November 2,
1998, respectively, Rocky Mountain Partners and Grouse Run Associates, two joint
ventures in which the Partnership has an interest, sold the properties known as
the Tantra Lake Apartments and the Grouse Run I and II Apartments to affiliates
of the co-venture partner. In both cases, the Partnership had executed purchase
and sale agreements with unrelated third parties which were then presented to
the co-venture partner under the right of first refusal provisions of the joint
venture agreements. Under the terms of the joint venture agreements, the partner
then had 60 days to decide whether to agree to buy the property at the price and
on the terms offered by the prospective purchaser, or to waive its first refusal
right and agree to a sale to the prospective buyer. In both cases, the
co-venture partner opted to purchase the properties. Tantra Lake, located in
Boulder, Colorado, was sold for $23.2 million, and Grouse Run, located in
Stockton, California, was sold for $5.8 million. The Partnership received net
proceeds of approximately $12,361,000 from the sale of Tantra Lake after
deducting closing costs and proration adjustments of approximately $724,000, the
repayment of the existing first mortgage note of $8,850,000 and a prepayment
penalty of approximately $88,000, a reserve for final property expenses and
joint venture costs of $323,000, and a payment of approximately $854,000 to the
Partnership's co-venture partner for its share of the sale proceeds in
accordance with the joint venture agreement. The Partnership received net
proceeds of approximately $2,494,000 from the sale of Grouse Run after deducting
closing costs and proration adjustments of approximately $266,000 and the
repayment of the existing first mortgage note of approximately $3,040,000. The
Partnership was entitled to 100% of the net proceeds in accordance with the
terms of the Grouse Run joint venture agreement. The Partnership will distribute
the net proceeds from the sale of the Tantra Lake property in the form of a
special distribution of $437 per original $1,000 investment to be paid on
November 13, 1998 with the regular quarterly distribution for the quarter ended
September 30, 1998. Of this special distribution amount, $423.40 per original
$1,000 investment represents the Tantra Lake sale proceeds and $13.60 per
original $1,000 investment represents Partnership reserves which exceed expected
future requirements. The Partnership will distribute the net proceeds from the
sale of Grouse Run after receiving final documentation from the Department of
Housing and Urban Development (HUD) for the sale and related repayment of the
HUD first mortgage loan which had been secured by Grouse Run. In addition to the
sales of Tantra Lake and Grouse Run, the Partnership's final operating
investment property, the Chisholm Place Apartments located in Plano, Texas, is
under contract for sale to the co-venture partner as a result of the exercise of
a right of first refusal option and is expected to be sold by the end of the
third quarter of fiscal 1999. There can be no assurances, however, that this
transaction will be completed.
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.
Summarized operations of the unconsolidated joint ventures, for the
periods indicated, are as follows:
CONDENSED COMBINED SUMMARY OF OPERATIONS
For the three and six months ended June 30, 1998 and 1997
(in thousands)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1998 1997 1998 1997
---- ---- ---- ----
Rental revenues $ 1,261 $ 1,212 $ 2,477 $ 2,425
Interest and other income 47 31 85 60
------- ------- ------ -------
1,308 1,243 2,562 2,485
Property operating expenses 601 625 1,130 1,161
Interest expense 347 356 694 696
Depreciation 216 215 395 394
------- ------- ------ -------
1,164 1,196 2,219 2,251
------- ------- ------ -------
Net income $ 144 $ 47 $ 343 $ 234
======= ======= ====== =======
<PAGE>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1998 1997 1998 1997
---- ---- ---- ----
Net income:
Partnership's share of
combined income
(losses) $ 145 $ 48 $ 344 $ 238
Co-venturers' share of
combined income
(losses) (1) (1) (1) (4)
------ ------ ------ ------
$ 144 $ 47 $ 343 $ 234
====== ====== ====== ======
<PAGE>
PAINE WEBBER GROWTH PROPERTIES LP
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information Relating to Forward-Looking Statements
- --------------------------------------------------
The following discussion of financial condition includes forward-looking
statements which reflect management's current views with respect to future
events and financial performance of the Partnership. These forward-looking
statements are subject to certain risks and uncertainties, including those
identified in Item 7 of the Partnership's Annual Report on Form 10-K for the
year ended March 31, 1998 under the heading "Certain Factors Affecting Future
Operating Results", which could cause actual results to differ materially from
historical results or those anticipated. The words "believe," "expect,"
"anticipate," and similar expressions identify forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which were made based on facts and conditions as they existed as of
the date of this report. The Partnership undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Liquidity and Capital Resources
- -------------------------------
As previously reported, the Partnership has been pursuing potential
disposition strategies for the three remaining investments in its portfolio.
General improvements in the apartment segment of the real estate market were
expected to provide the Partnership with the opportunities to market and sell
these three properties in the near term. As discussed further below, active
marketing efforts on all three properties began during the first quarter of
fiscal 1999 and, subsequent to the end of the second quarter, two of the sales
were completed. It is currently contemplated that the sale of the remaining
asset and a liquidation of the Partnership could be accomplished prior to the
end of calendar year 1998. There are no assurances, however, that the sale of
the remaining asset and the liquidation of the Partnership will be completed
within this time frame.
As noted in the Annual Report, the Partnership had received interest from
several prospective purchasers to buy the Tantra Lake Apartments during fiscal
1997. In response to this interest, the Partnership determined that certain
physical improvements should be made to the property prior to engaging in a
formal marketing process. Subsequent to completing such improvements, the
Partnership initiated discussions during fiscal 1998 with area real estate
brokerage firms in order to define potential marketing strategies for selling
Tantra Lake. During the fourth quarter of fiscal 1998, the Partnership obtained
marketing proposals and selected a national brokerage firm that is the leading
seller of apartment properties in the Denver area. During the first quarter of
fiscal 1999, a marketing package was prepared, and comprehensive sales efforts
began in April 1998. As previously reported, the Partnership and its co-venture
partner had also been exploring potential opportunities for the sale of the
Grouse Run Apartments. As part of that plan, discussions were held with real
estate firms with a strong background in selling properties like Grouse Run.
During the fourth quarter of fiscal 1998, proposals were requested from four of
these firms with offices in California to market the property for sale. After
reviewing their respective proposals and completing in-depth interviews, the
Partnership and its co-venture partner selected a national brokerage firm that
is a leading seller of apartment properties in the Stockton area. Sales
materials were finalized, and extensive marketing efforts began in late May
1998. Also during the fourth quarter of fiscal 1998, the Partnership and its
co-venture partner requested broker proposals from two real estate firms with
offices in Texas to market the Chisholm Place Apartments for sale. After
reviewing their respective proposals and conducting interviews, the Partnership
and its co-venture partner selected a local brokerage firm with extensive
experience in marketing apartment properties. Sales materials were finalized and
extensive marketing efforts began in late May 1998.
Subsequent to the end of the quarter, on October 30, 1998 and November 2,
1998, respectively, Rocky Mountain Partners and Grouse Run Associates, two joint
ventures in which the Partnership has an interest, sold the properties known as
the Tantra Lake Apartments and the Grouse Run I and II Apartments to affiliates
of the co-venture partner. In both cases, the Partnership had executed purchase
and sale agreements with unrelated third parties which were then presented to
the co-venture partner under the right of first refusal provisions of the joint
venture agreements. Under the terms of the joint venture agreements, the partner
then had 60 days to decide whether to agree to buy the property at the price and
on the terms offered by the prospective purchaser, or to waive its first refusal
right and agree to a sale to the prospective buyer. In both cases, the
co-venture partner opted to purchase the properties. Tantra Lake, located in
Boulder, Colorado, was sold for $23.2 million, and Grouse Run, located in
Stockton, California, was sold for $5.8 million. The Partnership received net
proceeds of approximately $12,361,000 from the sale of Tantra Lake after
deducting closing costs and proration adjustments of approximately $724,000, the
repayment of the existing first mortgage note of $8,850,000 and a prepayment
penalty of approximately $88,000, a reserve for final property expenses and
joint venture costs of $323,000, and a payment of approximately $854,000 to the
Partnership's co-venture partner for its share of the sale proceeds in
accordance with the joint venture agreement. The Partnership received net
proceeds of approximately $2,494,000 from the sale of Grouse Run after deducting
closing costs and proration adjustments of approximately $266,000 and the
repayment of the existing first mortgage note of approximately $3,040,000. The
Partnership was entitled to 100% of the net proceeds in accordance with the
terms of the Grouse Run joint venture agreement. The Partnership will distribute
the net proceeds from the sale of the Tantra Lake property in the form of a
special distribution of $437 per original $1,000 investment to be paid on
November 13, 1998 with the regular quarterly distribution for the quarter ended
September 30, 1998. Of this special distribution amount, $423.40 per original
$1,000 investment represents the Tantra Lake sale proceeds and $13.60 per
original $1,000 investment represents Partnership reserves which exceed expected
future requirements. The Partnership will distribute the net proceeds from the
sale of Grouse Run after receiving final documentation from the Department of
Housing and Urban Development (HUD) for the sale and related repayment of the
HUD first mortgage loan which had been secured by Grouse Run. In addition to the
sales of Tantra Lake and Grouse Run, the Partnership's final operating
investment property, the Chisholm Place Apartments located in Plano, Texas, is
under contract for sale to the co-venture partner as a result of the exercise of
a right of first refusal option and is expected to be sold by the end of the
third quarter of fiscal 1999. There can be no assurances, however, that this
transaction will be completed.
As noted in the Annual Report, Rocky Mountain Partners, the joint venture
which owned the Tantra Lake property, was named as a defendant in a lawsuit
brought in February 1998 by two individuals and an entity, among others, who had
previously performed repair work at the Tantra Lake property. The lawsuit
alleged, among other things, that the individuals were exposed, without their
knowledge, to unsafe levels of asbestos hazards in the course of performing work
at the Tantra Lake Apartments. Subsequently, the lawsuit has been amended to
drop the asbestos-related damage charges but continues to allege breach of
contract on the part of the management company and the joint venture. The joint
venture plans to vigorously defend itself against the allegations in this
lawsuit. A mediation hearing on this matter has been scheduled for November 11,
1998. The eventual outcome of this litigation cannot be determined at this time.
Accordingly, no liability for any expenses which might result from this
litigation has been provided for in the venture's financial statements. Assuming
that the sale of the Partnership's remaining asset proceeds as expected, as
discussed further above, management will attempt to resolve this matter fully
during calendar year 1998 in order to complete the liquidation of the
Partnership as planned.
As previously reported, management had 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 Parkwoods joint venture to pay for building permits. The joint venture
received a partial refund of such expenses totalling approximately $146,000 in
December 1995. However, the federal agency has subsequently denied the joint
venture's claim for a refund of the remaining $300,000 in costs incurred.
Management believed that the joint venture was entitled to a full refund of the
costs incurred and had appealed the agency's decision. However, during fiscal
1998 the federal agency denied the Partnership's appeal regarding the
reimbursement claim, and, at the present time, the Partnership does not plan any
further legal action. In addition, during the first quarter of fiscal 1999 the
Partnership received a demand for the return of the $146,000 which was disbursed
in December 1995. A liability for this obligation was accrued on the
Partnership's balance sheet as of March 31, 1998. In June 1998, the Partnership
contributed $146,000 to the Parkwood's joint venture to fund payment for this
liability.
At September 30, 1998, the Partnership had available cash and cash
equivalents of approximately $1,139,000. 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
distributions to the partners. The source of future liquidity and distributions
to the partners is expected to be through proceeds received from the sales or
refinancings of the remaining investment properties. Such sources of liquidity
are expected to be adequate to cover the Partnership's needs through it expected
liquidation date.
Results of Operations
Three Months Ended September 30, 1998
- -------------------------------------
The Partnership reported net income of $118,000 for the three-month period
ended September 30, 1998, as compared to net income of $23,000 for the same
period in the prior year. The $95,000 increase in net income was due to a
$97,000 favorable change in the Partnership's share of ventures' income, which
was partially offset by a $2,000 increase in the Partnership's operating loss.
The Partnership's share of ventures' income increased mainly due to a $65,000
increase in revenues and a $32,000 decrease in expenses for the current
three-month period. Revenues increased mainly due to a higher rental revenue
which was primarily the result of an increase in occupancy at Tantra Lake
compared to the same period in the prior year. In addition, property operating
expenses decreased mainly due to a reduction in repairs and maintenance expenses
at Tantra Lake. The increase in the Partnership's operating loss was primarily
due to an increase in general and administrative expenses due to certain
professional fees incurred related to the potential sale of the Partnership's
joint venture investment properties.
Six Months Ended September 30, 1998
- -----------------------------------
The Partnership reported net income of $312,000 for the six-month period
ended September 30, 1998, as compared to net income of $255,000 for the same
period in the prior year. The $57,000 increase in net income was due to a
$106,000 favorable change in the Partnership's share of ventures' income, which
was partially offset by a $49,000 unfavorable change in the Partnership's
operating income (loss). The Partnership's share of ventures' income increased
mainly due to the improved operating results of the Tantra Lake and Chisholm
Place joint ventures. Net income increased by $103,000 at Tantra Lake due to an
increase in rental income, as a result of an increase in occupancy, and a
decrease in repairs and maintenance expenses. The net loss at Chisholm Place
decreased by $12,000, when compared to the same six-month period in the prior
year, primarily due to an increase in revenues which was caused mainly by higher
rental rates.
The unfavorable change in the Partnership's operating income (loss) was
primarily due to a decrease in interest and other income of $38,000. Interest
and other income declined primarily due to a reduction in interest earned on
short-term investments. Interest earned on short term investments decreased as a
result of lower average outstanding cash balances resulting from the temporary
investment in the prior period of the proceeds from the sale of the Nob Hill
Apartments prior to the special distribution to the Limited Partners which
occurred on June 13, 1997. In addition, general and administrative expenses
increased by $12,000 for the current six-month period due to certain
professional fees related to the pending sale transactions, while management fee
expense increased by $6,000 due to an increase in the distributions upon which
such fees are based.
<PAGE>
PART II
Other Information
Item 1. Legal Proceedings
As noted in the Annual Report, Rocky Mountain Partners, the joint venture
which owned the Tantra Lake property, was named as a defendant in a lawsuit
brought in February 1998 by two individuals and an entity, among others, who had
previously performed repair work at the Tantra Lake property. The lawsuit
alleged, among other things, that the individuals were exposed, without their
knowledge, to unsafe levels of asbestos hazards in the course of performing work
at the Tantra Lake Apartments. Subsequently, the lawsuit has been amended to
drop the asbestos-related damage charges but continues to allege breach of
contract on the part of the management company and the joint venture. The joint
venture plans to vigorously defend itself against the allegations in this
lawsuit. A mediation hearing on this matter has been scheduled for November 11,
1998. The eventual outcome of this litigation cannot be determined at this time.
Accordingly, no liability for any expenses which might result from this
litigation has been provided for in the venture's financial statements. Assuming
that the sale of the Partnership's remaining asset proceeds as expected,
management will attempt to resolve this matter fully during calendar year 1998
in order to complete the liquidation of the Partnership as planned.
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: November 6, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Partnership's unaudited financial statements for the quarter ended September 30,
1998 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> SEP-30-1998
<CASH> 1,139
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,139
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,139
<CURRENT-LIABILITIES> 36
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 516
<TOTAL-LIABILITY-AND-EQUITY> 1,139
<SALES> 0
<TOTAL-REVENUES> 475
<CGS> 0
<TOTAL-COSTS> 163
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 312
<INCOME-TAX> 0
<INCOME-CONTINUING> 312
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 312
<EPS-PRIMARY> 10.58
<EPS-DILUTED> 10.58
</TABLE>
