FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(As last amended in Rel. No. 312905, eff. 4/26/93.)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period.........to.........
(Amended by Exchange Act Rel. No. 312905, eff. 4/26/93)
Commission file number 0-16491
GROWTH HOTEL INVESTORS II
(Exact name of registrant as specified in its charter)
California 94-2997382
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's phone number)
Indicate by check mark whether the Registrant (1) has filed all documents and
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 .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) GROWTH HOTEL INVESTORS II
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
<S> <C> <C>
Assets
Cash and cash equivalents $ 6,486 $ 7,105
Restricted cash 1,191 902
Deferred costs 1,921 2,008
Accounts receivable and other assets 1,751 1,376
Investment properties:
Land 15,720 15,640
Buildings and related personal property 108,174 106,243
123,894 121,883
Less accumulated depreciation (39,360) (38,136)
84,534 83,747
$ 95,883 $ 95,138
Liabilities and Partners' Deficit
Accounts payable and other liabilities $ 2,816 $ 2,303
Due to affiliate of the joint venture partner 1,179 819
Notes payable 49,935 50,139
Minority interest in joint ventures 3,357 3,902
Partners' Equity (Deficit):
General partners' $ (255) $ (268)
Limited partners' (58,982 units outstanding) 38,851 38,243
38,596 37,975
Total liabilities and partners' deficit $ 95,883 $ 95,138
<FN>
See Notes to Consolidated Financial Statements
</TABLE>
b) GROWTH HOTEL INVESTORS II
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Revenues:
Hotel operations $ 11,716 $ 11,131
Interest income 72 124
Total revenues 11,788 11,255
Expenses:
Hotel operations 7,297 7,011
Mortgage interest 1,196 1,378
Depreciation 1,224 1,131
General and administrative 305 246
Total expenses 10,022 9,766
Income before minority interest in joint
venture's operation 1,766 1,489
Minority interest in joint ventures' operations (280) (686)
Net income $ 1,486 $ 803
Net income allocated to general partners (2%) $ 30 $ 16
Net income allocated to limited partners (98%) 1,456 787
Net income $ 1,486 $ 803
Net income per limited partnership unit $ 24.69 $ 13.34
<FN>
See Notes to Consolidated Financial Statements
</TABLE>
c) GROWTH HOTEL INVESTORS II
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited General Limited
Partnership Partners' Partners' Total
Units Deficit Equity Equity
<S> <C> <C> <C> <C>
Partners' (deficit) equity at
December 31, 1995 58,982 $ (268) $ 38,243 $ 37,975
Net income for the three
months ended March 31, 1996 -- 30 1,456 1,486
Distributions -- (17) (848) (865)
Partners' (deficit) equity at
March 31, 1996 58,982 $ (255) $ 38,851 $ 38,596
<FN>
See Notes to Consolidated Financial Statements
</TABLE>
d) GROWTH HOTEL INVESTORS II
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,486 $ 803
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,311 1,231
Minority interest in joint ventures' operations 280 686
Deferred costs paid -- (1,425)
Change in accounts:
Accounts receivable and other assets (750) (183)
Accounts payable, and other liabilities 513 663
Net cash provided by operating activities 2,840 1,775
Cash flows from investing activities:
Property and improvement additions (1,544) (1,701)
Restricted cash (increase) decrease (289) 78
Net cash used in investing activities (1,833) (1,623)
Cash flows from financing activities:
Notes payable principal payments (204) (288)
Joint venture partner distributions (662) (781)
Cash distribution to partners (865) (865)
Due to (from) affiliate 105 (692)
Net cash used in financing activities (1,626) (2,626)
Net decrease in cash and cash equivalents (619) (2,474)
Cash and cash equivalents at beginning of period 7,105 11,776
Cash and cash equivalents at end of period $ 6,486 $ 9,302
Supplemental information:
Interest paid $ 1,457 $ 1,337
Non-cash investing activity:
Purchase of joint venture partners interest-Note F
<FN>
See Notes to Consolidated Financial Statements
</TABLE>
e)
GROWTH HOTEL INVESTORS II
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the General Partner, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended March 31, 1996 are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 1996. For further information,
refer to the financial statements and footnotes thereto included in the
Partnership's annual report on Form 10-K for the year ended December 31, 1995.
The balance sheet at December 31, 1995, was derived from audited financial
statements at such date.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
Note B - Transactions with Affiliated Parties
Growth Hotel Investors II (the "Partnership") has no employees and is dependent
on NPI Realty Management Corp. ("NPI Realty" or the "Managing General Partner")
and its affiliates for the management and administration of all partnership
activities. The Partnership Agreement provides for certain expenses incurred by
affiliates on behalf of the Partnership. The following transactions with
affiliates of Insignia Financial Group, Inc., National Property Investors, Inc.
("NPI"), and affiliates of NPI were charged to expense in 1996 and 1995:
For the Three Months Ended
March 31,
1996 1995
Reimbursement for services of affiliates (included
in general and administrative expenses) $94,000 $91,000
Partnership Management Fees (included in general
and administrative expenses) 96,000 96,000
The general partner of the partnership is Montgomery Realty Company-85 ("MRC-
85"), a California general partnership. The general partners of MRC-85 are Fox
Realty Investors ("FRI"), a California general partnership, and NPI Realty. On
February 13, 1996 NPI Realty, which acquired its interest in MRC-85 from
Montgomery Realty Corporation on November 15, 1995, became the managing general
partner of MRC-85. The associate general partner is GHI Associates of which FRI
is the general partner and Prudential-Bache Properties, Inc. is the limited
partner.
Note B - Transactions with Affiliated Parties (continued)
On December 6, 1993, NPI Equity Investments II, Inc. ("NPI Equity") became the
managing general partner of FRI and assumed operational control over Fox Capital
Management Corporation ("FCMC"), an affiliate of FRI. As a result, NPI Equity
became responsible for the operation and management of the business and affairs
of the Partnership and the other investment partnerships sponsored by FRI and/or
FCMC. The individuals who had served previously as partners of FRI and as
officers and directors of FCMC contributed their general partnership interests
in FRI to a newly formed limited partnership, Portfolio Realty Associates, L.P.
("PRA"), in exchange for limited partnership interests in PRA. In the foregoing
capacity, such partners continue to hold, indirectly, certain economic interests
in the Partnership and such other investment partnerships, but ceased to be
responsible for the operation and management of the Partnership and such other
partnerships. NPI Equity and NPI Realty are wholly-owned subsidiaries of NPI.
On August 17, 1995, the stockholders of NPI entered into an agreement to sell
all of the issued and outstanding common stock of NPI to IFGP Corporation, an
affiliate of Insignia Financial Group, Inc. ("Insignia"). The transaction was
consummated on January 19, 1996. Upon the closing, the officers and directors
of NPI, NPI Equity II and NPI Realty resigned and IFG Corporation caused new
officers and directors of each of those entities to be elected.
Note C - Restricted Cash
Restricted cash at March 31, 1996, represents funds provided for and maintained
by certain properties pursuant to the related notes payable agreements,
primarily related to the Growth Hotel Investors Combined Fund No. 1 ("Combined
Fund"), to meet future capital requirements and debt service payments.
Note D - Distributions
The Partnership distributed approximately $14 per unit (approximately $848,000
in total) to the holders of limited partnership units and approximately $17,000
to the general partners for each of the three month periods ended March 31, 1996
and 1995.
Note E - Amendment to Service Agreement
The Partnership paid $1,425,000 in January 1995 to Metric Management, Inc.
("MMI") amending their services agreement to provide for a reduction in the
monthly asset management fee from $54,700 to $7,000, the elimination of fees
payable to MMI for its assistance in refinancing and sales of properties owned
by the Partnership and provides the Partnership with the ability to terminate
MMI's services at will.
The buyout of the service contract is being amortized over the remaining term of
the services agreement of 10 years. For the three months ended March 31, 1996
and 1995, $36,000 has been amortized and is included in general and
administrative expenses.
Note F - Joint Venture Purchase
On December 7, 1995, the Partnership acquired, effective January 1, 1996, all of
the economic rights of its joint venture partner in GHI II Big River Associates,
a California partnership, the joint venture which owns the Hampton Inn - St.
Louis hotel, for $375,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Investment Properties:
A description of the hotel properties in which the Partnership has an ownership
interest, together with occupancy and room rate data follows:
<TABLE>
<CAPTION>
Average Average Daily
Occupancy Rate Room Rate
For Quarter Ended For Quarter Ended
March 31, March 31,
Name and Location 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Growth Hotel Investors II:
Hampton Inn-Kansas City 75% 79% $ 57.24 $ 52.05
Kansas City, Missouri
Hampton Inn-Eden Prairie 68% 64% 57.73 54.74
Eden Prairie, Minnesota
Hampton Inn-Dublin 63% 65% 55.73 52.38
Dublin, Ohio
Hampton Inn-North Dallas 81% 79% 64.94 61.96
Addison, Texas
Hampton Inn-St. Louis 61% 64% 59.44 57.08
St. Louis, Missouri
Hampton Inn-Colorado Springs 74% 64% 45.38 41.10
Colorado Springs, Colorado
Growth Hotel Investors
Combined Fund No. 1:
Hampton Inn-Memphis I40 East 65% 71% 53.20 50.36
Memphis, Tennessee
Hampton Inn-Columbia-West 73% 82% 58.96 53.03
West Columbia, South Carolina
Hampton Inn-Spartanburg 54% 63% 51.61 46.23
Spartanburg, South Carolina
Hampton Inn-Little Rock, North 64% 72% 51.37 46.78
North Little Rock, Arkansas
Hampton Inn-Amarillo 59% 64% 49.70 46.68
Amarillo, Texas
Average Average Daily
Occupancy Rate Room Rate
For Quarter Ended For Quarter Ended
March 31, March 31,
Name and Location 1996 1995 1996 1995
Growth Hotel Investors
Combined Fund No. 1:
(continued)
Hampton Inn-Greenville 76% 77% $ 57.79 $ 51.92
Greenville, South Carolina
Hampton Inn-Charleston-Airport 74% 70% 53.57 52.76
North Charleston, South Carolina
Hampton Inn-Memphis-Poplar 79% 80% 67.95 63.00
Memphis, Tennessee
Hampton Inn-Greensboro 77% 85% 63.42 55.79
Greensboro, North Carolina
Hampton Inn-Birmingham 71% 80% 60.51 57.17
Birmingham, Alabama
Hampton Inn-Atlanta-Roswell 75% 81% 63.36 55.86
Roswell, Georgia
Hampton Inn-Chapel Hill 81% 81% 60.29 54.68
Chapel Hill, North Carolina
Hampton Inn-Dallas-Richardson 78% 71% 55.60 50.25
Richardson, Texas
Hampton Inn-Nashville- 67% 81% 64.66 59.20
Briley Parkway
Nashville, Tennessee
Hampton Inn-San Antonio-Northwest 54% 59% 55.87 56.28
San Antonio, Texas
Hampton Inn-Madison Heights 69% 63% 57.38 53.19
Madison Heights, Michigan
Hampton Inn-Mountain Brook 77% 68% 60.78 56.40
Birmingham, Alabama
Hampton Inn-Northlake 78% 77% 60.22 53.34
Atlanta, Georgia
</TABLE>
The Partnership's net income for the three months ended March 31, 1996, was
approximately $1,486,000 as compared to $803,000 for the same period of 1995.
The increase in net income is attributable to an increase in hotel revenues due
to an overall room rate increase at the Partnership's investment properties
along with a decrease in mortgage interest due to the repayment of long-term
debt on its Hampton Inn - Dublin and Hampton Inn - Kansas City properties during
the fourth quarter of 1995. Partially offsetting these increases to income were
increases in hotel operating expenses, depreciation expense and general and
administrative expenses. Finally affecting the increase in net income was a
decrease in loss attributable to the minority interest to joint venture
partners.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the hotel market environment of its investment properties to
assess the feasibility of increasing rates, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rates and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of concessions and room rate reductions
to offset softening market conditions, there is no guarantee that the Managing
General Partner will be able to sustain such a plan.
At March 31, 1996, the Partnership had unrestricted cash of $6,486,000 as
compared to $9,302,000 at March 31, 1995. Net cash provided by operating
activities increased due to the increase in net income discussed above along
with the Partnership incurring costs of $1,425,000 during the first quarter of
1995 in relation to a buyout agreement as discussed in "Item 1. Financial
Statements Note E". Net cash used in investing activities increased primarily
as a result of increases in deposits to restricted cash. Net cash used in
financing activities decreased primarily as a result of a difference in the
timing of payments of distributions from the Combined Fund to the Partnership.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of $49,935,000 includes mortgages with maturity dates
ranging from 1996 through 2016. A balloon payment on the mortgage encumbering
the Partnership's Hampton Inn - North Dallas property is due in December 1996 in
the amount of approximately $2,927,000. The Partnership's consolidated joint
venture, the Combined Fund, has balloon payments due in August 1996 of
approximately $35,323,000. The Partnership's remaining properties have balloon
payments due in 1998 and 2016. The Managing General Partner is currently
evaluating the feasibility of selling all of the investment properties (as
discussed in further detail below) or the refinancing opportunities. Future
cash distributions will depend on the levels of cash generated from operations,
property sales, and the availability of cash reserves. A cash distribution of
approximately $865,000 was paid to the partners in the first quarters of 1996
and 1995.
On February 15, 1996, Devon Associates, a New York general partnership,
commenced a tender offer (the "Offer") for up to 21,000 of the outstanding Units
at a purchase price of $750.00 per Unit. Due to the participation in the tender
offer by affiliates of NPI Realty, and the Managing General Partner's related,
existing and potential conflicts of interest, the Partnership, in its Schedule
14D-9 filed with Securities and Exchange Commission and sent to limited
partners, expressed no opinion and made no recommendation as to whether limited
partners should tender their Units pursuant to the Offer. The expiration of the
tender offers described above was midnight, New York time, on March 25, 1996.
See Items 2-4 of the Schedule 14D-9 of the Partnership, as filed with the
Commission on February 29, 1996, as amend by "Amendment No. 1" thereto, as filed
with the Commission on March 7, 1996, and as further amended by "Amendment No.
2" thereto, as filed with the Commission on March 14, 1996 and as further
amended by "Amendment No. 3" thereto filed with the Commission on March 18, 1996
(collectively, the "Schedule 14D-9"), for additional information with respect to
the Offer and the current and potential conflicts of interest of MRC-85, which
Items 2-4 are incorporated herein by reference. Devon Associates acquired
17,287 units with respect to this offer. See Part II - Item 1 - Legal
Proceedings.
On March 12, 1996, the Partnership received a letter advising that the
Partnership's and Growth Hotel Investors' ("GHI") joint venture partner in
certain of the hotel properties was offering $147,400,000 in cash for all of the
28 hotel properties directly or indirectly owned by the Partnership and GHI.
See "Amendment No. 2" to the Partnership's Statement on Schedule 14D-9, as filed
with the Commission on March 14, 1996, for a more complete description of this
offer, which "Amendment No. 2" is hereby incorporated by reference herein. The
Managing General Partner determined that the offer price was insufficient and,
by its terms, the offer expired unaccepted on March 31, 1996.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceeding
William Wallace, Mildred Wallace, Edith G. Martin, Paul Allemang and Gwen
Allemang, on behalf of themselves and all others similarly situated, and
derivatively on behalf of Growth Hotel Investors, a California limited
partnership and Growth Hotel Investors II, a California limited partnership,
Plaintiff v. Devon Associates, Montgomery Realty-85, GHI Associates, Cayuga
Associates, L.P., Cayuga Capital Corp., Insignia Financial Group, Inc., L.P.,
and Fleetwood Corp., Defendants and Growth Hotel Investors, a California Limited
partnership, and Growth Hotel Investors II, a California limited partnership,
Nominal Defendant, Supreme Court of the State of New York, County of New York,
Case No. 9600866 (The "Wallace Action").
On February 21, 1996, William and Mildred Wallace, holders of Units of GHI, and
Edith G. Martin and Paul and Gwen Allemang, holders of Units of the Partnership,
commenced an action on behalf of themselves and others similarly situated, and
derivatively on behalf of GHI and the Partnership, in the Supreme Court of the
State of New York, County of New York, against, among others, MRC-85 and certain
of its affiliates pertaining to the tender offer for up to 15,000 partnership
Units of GHI and up to 21,000 partnership Units of the Partnership which
commenced February 15, 1996. The action alleged, among other things, that the
tender offers constituted (a) a breach of fiduciary duty owed to limited
partners and the partnerships, and (b) a breach of the provisions of the
partnership agreements of such partnerships. The action, which was brought as a
class action on behalf of all limited partners, sought to enjoin the tender
offers as well as monetary damages in an unspecified amount.
R&S Asset Partners, a Florida general partnership, and Jessie B. Small, on their
own behalves, on behalf of all others similarly situated, and derivatively on
behalf of the Nominal Defendants, Plaintiffs, v. Devon Associates, Cayuga
Associates, L.P., Cayuga Capital Corp., Fleetwood Corp., Carl C. Icahn, Michael
L. Ashner, Martin Lifton, Arthur N. Queler, Insignia Financial Group, Inc.,
IFGP, Corp., National Properties Investors, Inc., NPI Equity Investment II,
Inc., Fox Fealty Investors, Portfolio Realty Associates, L.P., Emmet J. Cashin,
Jr., Jarold A. Evans, W. Patrick McDowell, Apollo Real Estate Advisors, L.P.,
and Montgomery Realty Company-85, Defendants, and Growth Hotel Investors, a
California Limited Partnership, and Growth Hotel Investors II, a California
Limited Partnership, Nominal Defendants, Superior Court of the State of
California, County of Los Angeles, Case No. BC145220 (The "R&S Asset Partners
Action").
On February 28, 1996, R&S Asset Partners, holders of Units of GHI, and Jesse B.
Small, holder of Units of the Partnership, commenced an action on behalf of
themselves and others similarly situated, and derivatively on behalf of GHI and
the Partnership, in the Superior Court of the State of California, County of Los
Angeles, against, among others, MRC-85 and certain of its affiliates pertaining
to the tender offer for up to 15,000 partnership Units of GHI and up to 21,000
partnership Units of the Partnership which commenced February 15, 1996. The
action alleged, among other things, that the tender offers constituted (a) a
breach of fiduciary duty owed to the limited partners of the partnerships, (b)
negligent misrepresentations pertaining to the disclosure set forth in the offer
to purchase, (c) common law fraud, and (d) a breach of the provisions of the
partnership agreements of such partnerships. The action, which was brought as a
class action on behalf of all limited partners, sought to enjoin the tender
offers as well as monetary damages in an unspecified amount.
See Item 3 of the Schedule 14D-9, which is incorporated herein by reference, for
additional information with respect to the above actions.
On March 15, 1996, counsel for the plaintiffs and defendants in the Wallace
Action and the R&S Partners Action agreed in principle to settle these actions.
In connection with the settlement, MRC-85 agreed to take such actions as are
reasonably necessary and consistent with its fiduciary duties to procure offers
for the purchase of the Partnership's and GHI's assets which maximize the value
of the limited partner assignee units. MRC-85 further agreed to deal fairly and
in good faith with persons expressing an interest in making a bona fide offer to
purchase such assets and, subject to its fiduciary duty, provide such bona fide
offers with access to the Partnership's and GHI's books and records for due
diligence purposes. If MRC-85 determines that an offer to purchase its assets
is acceptable, MRC-85 will prepare a plan of liquidation and submit such plan to
the Partnership's partners for approval. Also in connection with the
settlement, the plaintiffs will release all claims they may have arising out of
the tender offers. The consummation of the settlement is subject to the
satisfaction of numerous conditions including court approval. Accordingly,
there can be no assurance that the settlement will be consummated on these terms
and conditions or at all.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
99(a) Schedule 14D-9 of the Registrant, as filed with the Commission on
February 29, 1996.
99(b) Amendment No. 1 to Schedule 14D-9 of the Registrant, as filed
with the Commission on March 7, 1996.
99(c) Amendment No. 2 to Schedule 14D-9 of the Registrant, as filed
with the Commission on March 14, 1996.
99(d) Amendment No. 3 to Schedule 14D-9 of the Registrant as filed with
the Commission on March 18, 1996.
b) Reports on Form 8-K: Form 8-K dated January 19, 1996, was filed
reporting the change in control of the Partnership.
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 II
By: MONTGOMERY REALTY COMPANY 85,
its general partner
By: NPI REALTY MANAGEMENT CORP.
MANAGING GENERAL PARTNER
/s/William H. Jarrard, Jr.
President and Director
/s/Ronald Uretta
Principal Financial Officer
and Principal Accounting Officer
Date: May 15, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Growth Hotel
Investors II 1996 First Quarter 10-Q and is qualified in its entirety by
reference to such 10-Q filing.
</LEGEND>
<CIK> 0000791346
<NAME> GROWTH HOTEL INVESTORS II
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 6,486
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 123,894
<DEPRECIATION> 39,360
<TOTAL-ASSETS> 95,883
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 49,935
0
0
<COMMON> 0
<OTHER-SE> 38,596
<TOTAL-LIABILITY-AND-EQUITY> 95,883
<SALES> 0
<TOTAL-REVENUES> 11,788
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,022
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,486
<EPS-PRIMARY> 24.69
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
