FORM 8-K - CURRENT REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 II
(Exact name of registrant as specified in its charter)
California 0-16491 94-2997382
(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 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 24, 1997, Growth Hotel Investors II, a California limited partnership
(the "Partnership"), sold all of its investment properties, consisting of the
Hampton Inn-Kansas City, Hampton Inn-Eden Prairie, Hampton Inn - Dublin, and
Hampton Inn -Colorado Springs for a sales price of $19,618,973. The Partnership
has a controlling interest in three joint venture partnerships, GHI II Big River
Associates, Hampton/GHI Associates No. 2 and Growth Hotel Investors Combined
Fund No. 1. On June 24, 1997, GHI II Big River Associates sold its investment
property, Hampton Inn - St. Louis for a purchase price of $4,881,080.
Additionally, Hampton/GHI Associates No. 2 sold its investment property, Hampton
Inn - North Dallas for a sales price of $10,200,000. 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, consisting
of the 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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information
The properties were third-party managed and financial information has
not been forwarded to management of the Partnership at this time. Accordingly,
the details of the transaction cannot be recorded yet. Management of the
Partnership expects to receive such financial information within 60 days and
will file an amendment to this report at that time.
(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
incorporated 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 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
Date: July 9, 1997
