FORM 8-K - CURRENT REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 24, 1997
GROWTH HOTEL INVESTORS
(Exact name of registrant as specified in its charter)
California 0-15347 94-2964750
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification
organization) Number)
One Insignia Financial Plaza
Post Office Box 1089
Greenville, South Carolina 29602
(Address of Principal Executive Office)
Registrant's telephone number, including area code (864) 239-1000
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information
The Partnership's investment properties and the Partnership's joint ventures'
investment properties were sold on June 24, 1997, to an unaffiliated third
party. The following unaudited condensed balance sheet of the Partnership
assumes the properties had been disposed of at March 31, 1997.
<TABLE>
<CAPTION>
Pro Forma Balance Sheet
(in thousands except unit data)
(Unaudited)
March 31, March 31,
1997 Pro Forma 1997
As Reported Adjustments Pro Forma
<S> <C> <C> <C>
Assets
Cash and cash equivalents $ 4,260 $ 34,955 (1) $ 39,215
Restricted cash 298 -- 298
Deferred costs 631 (30) (1) 601
Accounts receivable and other assets 246 (225) (1) 21
Investment in unconsolidated joint venture 7,988 (7,815) (1) 173
Investment properties:
Land 3,098 (3,098) (1) --
Buildings and related personal
property 22,018 (22,018) (1) --
25,116 (25,116) (1) --
Less accumulated depreciation (9,941) 9,941 (1) --
15,175 (15,175) (1) --
Total assets $ 28,598 $ 11,710 (1) $ 40,308
Liabilities and Partners' Equity (Deficit)
Accounts payable and other liabilities $ 445 $ 649 (1) $ 1,094
Notes payable 5,403 (5,403) (1) --
Minority interest in joint ventures 27 (27) (1) --
Partners' Equity 22,723 16,491 (1) 39,214
Total liabilities and partners' equity $ 28,598 $ 11,710 (1) $ 40,308
<FN>
(1) Represents pro forma adjustments to reflect the removal of assets and
liabilities related to the sale of the Partnership's investment properties and
the Partnership's joint ventures' investment properties.
</TABLE>
The following proforma statements of (loss) income assume that the properties
had been disposed of December 31, 1996. The following pro forma statements of
(loss)income do not reflect the gain for financial statement purposes incurred
as a result of the sale.
<TABLE>
<CAPTION>
Pro Forma Statements of (Loss) Income
(Unaudited)
For the three months ended
March 31, 1997
As Reported Adjustments Pro Forma
<S> <C> <C> <C>
Revenues:
Hotel operations $ 1,689 $(1,689) (2) $ --
Equity in unconsolidated joint venture
operations 221 (194) (2) 27
Interest income 47 (2) (2) 45
Total revenues 1,957 (1,885) 72
Expenses:
Hotel operations 1,166 (1,166) (2) --
Interest 149 (149) (2) --
Depreciation 265 (265) (2) --
General and administrative 113 -- 113
Total expenses 1,693 (1,580) 113
Net income before minority interest in
joint ventures' operations 264 (305) (2) (41)
Minority interest in joint ventures'
operations 14 (14) (2) --
Net income $ 278 $ (319) $ (41)
Net income allocated to general partners $ 19 $ (22) (2) $ (3)
Net income allocated to limited partners 259 (297) (2) (38)
Net income $ 278 $ (319) $ (41)
Net income per limited partnership unit $ 7.00 $( 8.04) (2) $ (1.04)
<FN>
(2) Represents pro forma adjustments to remove revenues and expenses related
to the sale of the Partnership's investment properties and the sale of the
properties in joint ventures.
</TABLE>
<TABLE>
<CAPTION>
Pro Forma Statements of (Loss) Income
(Unaudited)
For the twelve months ended
December 31, 1996
As Reported Adjustments Pro Forma
<S> <C> <C> <C>
Revenues:
Hotel operations $ 7,830 $(7,823) (2) $ 7
Equity in unconsolidated joint venture
operations 1,851 (1,677) (2) 174
Interest income 150 (8) (2) 142
Total revenues 9,831 (9,508) 323
Expenses:
Hotel operations 5,107 (5,107) (2) --
Interest 594 (594) (2) --
Depreciation 941 (941) (2) --
General and administrative 631 -- 631
Total expenses 7,273 (6,642) 631
Net income before minority interest in joint
ventures' operations 2,558 (2,866) (2) (308)
Minority interest in joint ventures'
operations 35 (35) (2) --
Net income $ 2,593 $(2,901) $ (308)
Net income allocated to general partners $ 179 $ (200) (2) $ (21)
Net income allocated to limited partners 2,414 (2,701) (2) (287)
Net income $ 2,593 $(2,901) $ (308)
Net income per limited partnership unit $ 65.36 $(73.13) (2) $ (7.77)
<FN>
(2) Represents pro forma adjustments to remove revenues and expenses related to
the sale of the Partnership's investment properties and the sale of the
properties in the joint ventures investment properties.
</TABLE>
(c) Exhibits
Agreement of Purchase and Sale dated as of March 14, 1997 by and between the
Partnership and Equity Inns Partnership, L.P., as amended as of May 1, 1997
incorported by reference to the Partnership's Proxy Statement dated May 28,
1997.
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.
GROWTH HOTEL INVESTORS
By: MONTGOMERY REALTY COMPANY 85,
its general partner
By: NPI REALTY MANAGEMENT CORP.
MANAGING GENERAL PARTNER
/s/William H. Jarrard, Jr.
President and Director
Date: August 15, 1997
