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 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 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information
The Partnership's investment properties and the Partnership's
consolidated 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 $ 8,931 $ 72,291 (1) $ 81,222
Restricted cash 244 -- 244
Deferred costs 1,641 (521) (1) 1,120
Accounts receivable and other assets 1,435 (669) (1) 766
Investment properties:
Land 15,725 (15,725) (1) --
Buildings and related personal property 112,379 (106,889) (1) 5,490
128,104 (122,614) (1) 5,490
Less accumulated depreciation (45,140) 42,699 (1) (2,441)
82,964 (79,915) (1) 3,049
Total assets $ 95,215 $ (8,814) (1) $ 86,401
Liabilities and Partners' Capital
Accounts payable and other liabilities $ 3,080 $ 3,313 (1) $ 6,393
Due to affiliate of the joint venture partner 557 -- 557
Notes payable 49,046 (46,515) (1) 2,531
Minority interest in joint ventures 2,796 (3,050) (1) (254)
Partners' Capital 39,736 37,438 (1) 77,174
Total liabilities and partners' equity $ 95,215 $ (8,814) (1) $ 86,401
</TABLE>
(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.
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 $ 11,552 $(10,965) (2) $ 587
Interest income 89 (11) (2) 78
Total revenues 11,641 (10,976) (2) 665
Expenses:
Hotel operations 7,742 (7,370) (2) 372
Mortgage interest 1,196 (1,148) (2) 48
Depreciation 1,463 (1,401) (2) 62
General and administrative 219 -- 219
Total expenses 10,620 (9,919) (2) 701
Income before minority interest in joint
venture's operation 1,021 (1,057) (2) (36)
Minority interest in joint ventures' operations (422) 375 (2) (47)
Net income $ 599 $ (682) (2) $ (83)
Net income allocated to general partners (2%) $ 12 $ (14) (2) $ (2)
Net income allocated to limited partners (98%) 587 (668) (2) (81)
Net income $ 599 $ (682) (2) $ (83)
Net income per limited partnership unit $ 9.97 $ (11.34) (2) $ (1.37)
</TABLE>
(2) Represents pro forma adjustments to remove revenues and expenses related to
the sale of the Partnership's investment properties and the Partnership's joint
ventures' investment properties.
<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 $ 51,456 $(48,991) (2) $ 2,465
Interest income 334 (42) (2) 292
Total revenues 51,790 (49,033) (2) 2,757
Expenses:
Hotel operations 32,594 (31,107) (2) 1,487
Mortgage interest 4,983 (4,777) (2) 206
Depreciation 5,541 (5,305) (2) 236
General and administrative 1,580 -- 1,580
Total expenses 44,698 (41,189) (2) 3,509
Income before minority interest in joint
ventures' operation 7,092 (7,844) (2) (752)
Minority interest in joint ventures' operations (1,603) 1,443 (2) (160)
Net income $ 5,489 $ (6,401) (2) $ (912)
Net income allocated to general partners (2%) $ 110 $ (128) (2) $ (18)
Net income allocated to limited partners (98%) 5,379 (6,273) (2) (894)
Net income $ 5,489 $ (6,401) (2) $ (912)
Net income per limited partnership unit $ 91.19 $(106.35) (2) $ (15.16)
</TABLE>
(2) Represents pro forma adjustments to remove revenues and expenses related to
the sale of the Partnership's investment properties and the Partnership's joint
ventures investment properties.
(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: August 14, 1997
