UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER: 3235-0058
Washington, D.C. 20549 Expires: May 31, 1997
Estimated average burden
FORM 12B-25 hours per response..2.50
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-15347
CUSIP NUMBER
(Check One): Form 10-K Form 20-F Form 11-K X Form 10-Q Form N-SAR
[ ] 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:
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.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Growth Hotel Investors
Full Name of Registrant
Former Name if Applicable
One Insignia Financial Plaza
Address of Principal Executive Office (Street and Number)
Greenville, South Carolina 29602
City, State and Zip Code
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;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
X 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
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof , could not be filed within
the prescribed time period.
On June 24, 1997, Growth Hotel Investors, a California limited partnership (the
"Partnership"), sold all of its investment properties, consisting of the Hampton
Inn -Brentwood, and Hampton Inn - Albuquerque for a sales price of $13,212,835.
The Partnership has a controlling interest in two joint venture partnerships,
Aurora/GHI Associates No. 1, and North Coast Syracuse Limited Partnership. The
Partnership has a non-controlling interest in the joint venture Growth Hotel
Investors Combined Fund No. 1. On June 24, 1997, Aurora/GHI Associates No. 1
sold its investment property, Hampton Inn - Aurora for a purchase price of
$4,546,186. Additionally, North Coast Syracuse Limited Partnership sold its
investment property, Hampton Inn - Syracuse for a sales price of $1,953,485.
Finally, on June 24, 1997, Hampton/GHI Associates No. 1, a joint venture in
which Growth Hotel Investors Combined Fund No. 1 owns 80% sold 17 of its 18
investment properties, Hampton Inn - Memphis-I-40, Hampton Inn - Columbia West,
Hampton Inn - Spartanburg, Hampton Inn - Little Rock, Hampton Inn - Amarillo,
Hampton Inn - Greenville, Hampton Inn - Charleston, Hampton Inn - Memphis-
Poplar, Hampton Inn - Greensboro, Hampton Inn - Birmingham, Hampton Inn -
Atlanta, Hampton Inn - Chapel Hill, Hampton Inn - Dallas, Hampton Inn -
Nashville, Hampton Inn - San Antonio, Hampton Inn - Madison Heights, Hampton Inn
- - Northlake for a purchase price of $105,936,107. The investment properties
were sold to an unrelated third party, Equity Inns Partnership, L.P., a
Tennessee limited partnership. The properties were sold pursuant to the
settlement of the class action lawsuit brought in connection with the tender
offer made by Devon Associates (discussed in Item 3 of the Partnership's Annual
Report on Form 10-K for the period ending December 31, 1996). The Partnership
anticipates that its interest in the last hotel property, the Hampton Inn -
Mountain Brook, will be disposed of during the third quarter of 1997. The
property remains under contract with Equity Inns Partnership, L.P. pending
satisfaction of certain condition precedents, including obtaining the consent to
the assignment of a ground lease from the ground landlord.
Due to the large volume of transactions, and the supporting documentation
required to accurately reflect such transactions, associated with the sale of
these twenty-one investment properties, the Form 10-Q could not be filed within
the prescribed time period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Louise Fletcher 864 239-1541
(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
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 cannot be made.
See Part III - Narrative
Growth Hotel Investors
(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 11, 1997 By /s/ William H. Jarrard, Jr., President & Director
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
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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 files 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 (Sec.232.201 or Sec.232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Sec.232.13(b) of this chapter).
