SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) January 19, 1996
----------------
Growth Hotel Investors
____________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
California
_____________________________________________________________________
(State or Other Jurisdiction of Incorporation)
0-15347 94-2964750
___________________________ ____________________________________
(Commission File Number) (I.R.S. Employer Identification No.
c/o Insignia Financial Group, Inc.,
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
_____________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(803) 239-1000
_____________________________________________________________________
(Registrant's Telephone Number, Including Area Code)
5665 Northside Drive, N.W., Atlanta, Georgia 29602
_____________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 1. Change in Control
On August 17, 1995, Michael L. Ashner, Martin Lifton, Arthur N.
Queler and certain of their respective family members, and AP-NPI II L.P.,
a Delaware limited partnership, entered into an agreement to sell to IFGP
Corporation, a Delaware corporation, an affiliate of Insignia Financial
Group, Inc., a Delaware corporation ("Insignia"), all of the issued and
outstanding common stock of National Property Investors, Inc., a Delaware
corporation ("NPI"), for an aggregate purchase price of $1,000,000. NPI is
the sole shareholder of NPI Equity Investments II, Inc., a Florida
corporation ("NPI Equity"), the managing general partner of Fox Realty
Investors, a California general partnership ("FRI"). FRI is the general
partner of Montgomery Realty Company-85, the managing general partner of
the Registrant. All of the funds used in making the purchase were drawn
under a revolving credit facility established by a syndicate of lenders for
the benefit of Insignia, with First Union National Bank of South Carolina
as Administrative Agent and Lehman Commercial Paper, Inc. as Syndication
Agent. The closing of the transactions contemplated by the above mentioned
agreement (the "Closing") occurred on January 19, 1996.
Upon the Closing, the officers and directors of NPI and NPI
Equity resigned and Insignia caused new officers and directors of each of
those entities to be elected. Insignia does not now own, directly or
indirectly, any units of limited partnership of the Registrant.
<PAGE>
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 hereunto duly authorized.
GROWTH HOTEL INVESTORS
By: Montgomery Realty Company-85,
its general partner
By: Fox Realty Investors,
its general partner
By: NPI Equity Investments II, Inc.
its managing partner
Date: February 5, 1996 By: /s/ John K. Lines
----------------------------------------
Name: John K. Lines
Title: Vice President/
Secretary
