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 QUARTER ENDED SEPTEMBER 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO __________
COMMISSION FILE NO. 1-9311
PRIME MOTOR INNS LIMITED PARTNERSHIP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2754689
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
C/O WHI
4243 HUNT ROAD
CINCINNATI, OHIO 45242
(Address of principal offices, including zip code)
(513) 891-2920
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all 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 ___
Page 1 of 15
<PAGE>
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Balance Sheets
September 30, 1998 and December 31, 1997 3
Consolidated Statements of Operations - Three and
Nine Months Ended September 30, 1998 and 1997 5
Consolidated Statement of Partners' Equity (Deficit) -
Nine Months Ended September 30, 1998 6
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1998 and 1997 7
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
PART II. OTHER INFORMATION AND SIGNATURES:
Item 6. Exhibits and Reports on Form 8-K 14
2
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PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
September 30,
1998 December 31,
ASSETS (Unaudited) 1997
- --------------------------------------- ------------- ------------
Current assets:
Cash and cash equivalents $ 2,504 $ 989
Accounts receivable, net - 823
Other receivables 1,398 -
Prepaid expenses - 719
Other current assets - 295
------------- ------------
Total current assets 3,902 2,826
------------- ------------
Property and equipment,
net of accumulated depreciation
and amortization - 45,563
------------- ------------
Cash and cash equivalents restricted for:
Acquisition of property
and equipment - 2,165
Interest and taxes - 728
------------- ------------
Total restricted cash and
cash equivalents - 2,893
------------- ------------
Other assets, net - 425
============= ============
$ 3,902 $51,707
Continued
The accompanying notes are an integral part
of the consolidated financial statements.
3
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PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
September 30,
1998 December 31,
Liabilities and Partners' Equity (Deficit) (Unaudited) 1997
- ------------------------------------------ ------------- ------------
Current liabilities:
Trade accounts payable $ - $ 481
Field Payment 500 -
Accrued payroll - 614
Accrued payroll taxes - 149
Accrued vacation - 453
Accrued utilities - 287
Sales tax payable - 265
Gross income taxes payable 1,008 -
Other current liabilities - 486
------------- ------------
Total current liabilities 1,508 2,735
------------- ------------
Long-term debt - 63,544
Deferred interest - 1,974
Accrued shared appreciation - 4,500
Other liabilities - 205
------------- ------------
Total long-term liabilities - 70,223
------------- ------------
Total liabilities 1,508 72,958
------------- ------------
Commitments
Partners' equity (deficit):
General partner (468) ( 784)
Limited partners 2,862 (20,467)
------------- ------------
Total partners' equity (deficit) 2,394 (21,251)
------------- ------------
$3,902 $ 51,707
============= ============
The accompanying notes are an integral part of
the consolidated financial statements.
4
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<TABLE>
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, except per Unit amounts)
Unaudited
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- ----------------------------
1998 1997 1998 1997
------------- ------------ -------------- -----------
<S> <C> <C> <C> <C>
Revenues:
Direct operating revenues:
Lodging $- $ 12,281 $15,266 $ 31,864
Food and beverage - 2,294 3,680 6,928
Other Income 53 125 272 307
------------- ------------ -------------- -----------
Total revenues 53 14,700 19,218 39,099
------------- ------------ -------------- -----------
Expenses:
Direct operating expenses:
Lodging - 2,725 3,672 7,353
Food and beverage - 2,021 3,103 5,971
Marketing - 930 1,406 2,728
Utilities - 760 1,046 2,221
Repairs and maintenance - 950 1,300 2,783
Rent - 322 560 981
Insurance - 233 365 611
Property taxes - 362 551 1,096
Other - 2,419 3,424 6,624
Other general and administrative 295 219 1,723 591
------------- ------------ -------------- -----------
Depreciation and amortization - 971 1,580 2,863
Interest expense - 1,443 2,386 4,472
Shared appreciation expense - - 1,875 -
Net gain on sale of Inn - ( 1,011) (805) ( 1,011)
Net gain on sale of AMI - - ( 35,621) -
------------- ------------ -------------- -----------
Total expenses 295 12,344 (13,435) 37,283
------------- ------------ -------------- -----------
Net income (loss) before taxes ( 242) 2,356 32,653 1,816
Provision for gross income taxes - - ( 1,008) -
============= ============ ============== ===========
Net income (loss) ( 242) 2,356 31,645 1,816
Net income (loss) allocable to
general partner (2) 24 316 18
============= ============ ============== ===========
Net income (loss) allocable to
limited partners $ ( 240) $ 2,332 $ 31,329 $ 1,798
============= ============ ============== ===========
Number of limited partner
units outstanding 4,000 4,000 4,000 4,000
============= ============ ============== ===========
Net income (loss) allocable to limited
partners per unit $ ( 0.06) $0.58 $7.83 $0.45
============= ============ ============== ===========
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
5
<PAGE>
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (DEFICIT)
(Dollars in Thousands)
Unaudited
Nine Months Ended September 30, 1998
---------------------------------------------
General Limited
Partner Partners Total
------------ ------------ ------------
Balance at January 1, 1998 $ (784) $ (20,467) $ (21,251)
Net income for the nine months
Ended September 30, 1998 316 31,329 31,645
Liquidating distribution - ( 8,000) 8,000)
------------ ------------ ------------
Balance at September 30, 1998 $ (468) $ 2,862 $ 2,394
The accompanying notes are an integral part
of the consolidated financial statements.
7
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PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Unaudited
Nine Months Ended
September 30,
----------------------------
1998 1997
------------ ------------
Cash flows from operating activities:
Net income (loss) $ 31,645 $ 1,816
Adjustments to reconcile net income
(loss) to net cash
Provided by operating activities:
Depreciation and amortization of property
And equipment 1,410 2,685
Amortization of other assets 170 178
Amortization of debt discount 20 36
Gain on sale of Inn ( 805) (1,011)
Gain on sale of AMI ( 35,621) -
Increase (decrease) from changes in:
Accounts receivable ( 105) ( 358)
Prepaid expenses 144 123
Other current assets ( 4) (35)
Other assets ( 517) ( 125)
Trade accounts payable ( 27) (89)
Accrued payroll and payroll taxes 49 261
Accrued vacation ( 32) (14)
Accrued utilities ( 85) (45)
Sales tax payable 176 250
Gross income taxes payable 1,008 -
Other current liabilities 196 295
Deferred interest ( 380) ( 655)
Accrued shared appreciation 1,875 -
Other liabilities 819 ( 8)
------------ ------------
Net cash provided by (used in) operating
activities ( 64) 3,304
------------ ------------
Cash flows from investing activities:
Additions to property and equipment ( 87) ( 1,057)
Increase in restricted cash ( 552) ( 951)
Cash balances acquired by SAC as part
of The purchase price ( 2,184) -
Net proceeds from sale of Inn 2,098 2,400
Payment of expenses associated with
the sale of an Inn - ( 161)
Cash restricted for the payment of
additional expenses
Associated with the sale of an Inn - (25)
Net proceeds from sale of AMI 5,700 -
Liquidating cash distribution to Unitholders ( 3,098) -
------------ ------------
Net cash provided by investing activities 1,877 206
------------ ------------
Continued
The accompanying notes are an integral part of the consolidated financial
statements.
7
<PAGE>
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Unaudited
Nine Months Ended
June 30,
---------------------------
1998 1997
------------ ------------
Cash flows from financing activities:
Repayment of Tranche A loan ( 298) ( 2,171)
Payment of the Tranche A loan for prepayment
penalty - ( 43)
Borrowings under revolving credit facility 1,800 1,600
Repayments of revolving credit facility ( 1,800) ( 1,600)
------------ ------------
Net cash used in financing activities ( 298) ( 2,214)
------------ ------------
Net increase in cash and cash equivalents 1,515 1,296
Cash and cash equivalents, beginning of period 989 834
------------ ------------
Cash and cash equivalents, end of period $ 2,504 $ 2,130
============ ============
Supplementary cash flow data:
Interest paid $ 1,312 $ 5,091
============ ============
The accompanying notes are an integral part of the consolidated financial
statements.
8
<PAGE>
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
----------------------
In the opinion of the General Partner, the accompanying interim unaudited
financial statements of Prime Motor Inns Limited Partnership (the
"Partnership") and AMI Operating Partners, L.P. ("AMI"), the 99%-owned
subsidiary of the Partnership through May 28, 1998 (the Partnership and AMI
being referred to collectively as the "Partnerships"), contain all
adjustments, consisting of normal recurring adjustments, necessary to
present fairly the financial position of the Partnership as of September
30, 1998; the results of operations of the Partnerships for the nine months
ended September 30, 1998 and 1997 and the three months ended September 30,
1997; the results of operations of the Partnership for the three months
ended September 30, 1998; and the cash flows of the Partnerships for the
nine months ended September 30, 1998 and 1997.
On May 28, 1998 the Limited Partners approved the sale of, and Servico
Acquisition Corp. ("SAC"), a wholly owned subsidiary of Servico, Inc.
("Servico"), acquired, the Partnership's 99% limited partnership interest
in AMI for $12,000,000 in cash and assumption of the outstanding
indebtedness and other obligations of AMI. Since AMI was sold on May 28,
1998, the results of operations for the nine months ended September 30,
1998 include the operations of the Inns for only the five months ended May
28, 1998.
Information included in the consolidated balance sheet as of December 31,
1997 has been derived from the audited balance sheet in the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1997 filed with
the Securities and Exchange Commission (the "1997 Form 10-K"). These
interim unaudited financial statements should be read in conjunction with
the audited consolidated financial statements and other information
included in the 1997 Form 10-K.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the
financial statements and reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those estimates.
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the
Partnership through September 30, 1998 and the accounts of AMI through May
28, 1998 (the date of the sale of AMI to SAC). AMI operated under a 52/53
week fiscal year (1998 and 1997 are fifty two week years). Operating costs
of the Partnership are reflected in the consolidated statements of
operations as other general and administrative expenses. All material
intercompany accounts and transactions have been eliminated.
Cash Equivalents
----------------
Cash equivalents are highly liquid investments with a maturity of three
months or less when acquired.
9
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Inventories:
------------
Inventories were stated at the lower of cost or market, with cost
determined on the first-in, first-out method. Inventories at December 31,
1997 consisted of Food ($130,000), Beverage ($64,000) and Linen ($11,000).
Property and Equipment
----------------------
Property and equipment were stated at the lower of cost or fair market
value. Expenditures for improvements and major renewals were capitalized.
Expenditures for maintenance and repairs, which do not extend the useful
life of the asset, were expensed as incurred. For financial statement
purposes, provision was made for depreciation and amortization using the
straight-line method over the lesser of the estimated useful lives of the
assets, ranging from 15 to 40 years for buildings and leasehold
improvements and 3 to 10 years for furniture and equipment, and the terms
of the related leases. For federal income tax purposes, accelerated methods
were used in calculating depreciation.
Impairment of Long Lived Assets:
--------------------------------
The Partnerships reviewed for impairment and recoverability of property and
equipment whenever events or changes in circumstances indicated that the
carrying amount of an asset might not be recoverable. If an evaluation were
required, the estimated future undiscounted cash flows associated with the
asset would be compared to the asset carrying amount to determine if a
write-down to fair market value were required. Properties held for sale
were stated at the lower of cost or fair value less cost to sell. No
write-downs have been recorded by the Partnerships under the provisions of
SFAS 121, "Accounting for the Impairment of Long-Lived Assets".
Other Assets:
-------------
Franchise fees, deferred lease costs and deferred debt acquisition costs
were amortized on a straight-line basis over the estimated lives of the
assets or the specific term of the related agreement, lease or mortgage
loan.
Net Income (Loss) Per Unit:
---------------------------
Net income (loss) per Unit is calculated based on net income (loss)
allocable to limited partners divided by the 4,000,000 Units outstanding.
3. OPERATIONS OF THE INNS:
-----------------------
Winegardner & Hammons, Inc. ("W&H") managed the operations of the Inns
through May 28, 1998 pursuant to a management agreement with AMI. At
December 31, 1997 the Partnerships had approximately $57,000 in receivables
from an entity controlled by W&H which managed certain of the Inns'
lounges.
10
<PAGE>
4. OTHER ASSETS:
-------------
The components of other assets at December 31, 1997 were as follows:
Deferred lease costs $ 21, 000
Debt acquisition costs 2,839,000
Franchise fees 945,000
Other 4,000
3,809,000
-------------
Less accumulated
amortization 3,384,000
-------------
$ 425,000
=============
5. DEBT:
-----
During the first quarter of 1998, AMI borrowed $1,800,000 from the
revolving credit portion of the Priming Loan, defined as the Tranche B
Loan. This borrowing funded operating expenses that could not be paid from
operating revenues during the first quarter. Operating Partners repaid the
entire $1,800,000 of the Tranche B Loan during the second quarter of 1998.
The entire debt was assumed upon purchase by SAC on May 28, 1998.
Long-term debt consisted of the following at December 31, 1997:
Mortgage Notes, net of
unamortized discount $ 54,240,000
Priming Loan 9,304,000
-------------
$ 63,544,000
=============
Unamortized discount on the Mortgage Notes was $109,000 at December 31,
1997.
6. GROSS INCOME TAXES PAYABLE:
---------------------------
As a result of 1997 Federal income tax law changes applicable to certain
publicly-traded partnerships, effective on January 1, 1998, the Partnership
would have been classified as a corporation for Federal income tax
purposes, unless the Partnership made an election to be treated as an
"electing partnership". The General Partner believed that it would be in
the best interests of the Partnership and the Unitholders to make this
election, and the General Partner has filed such an election with the
Internal Revenue Service. As an electing partnership, the Partnership is
entitled to retain its tax status as a partnership for Federal income tax
purposes, is subject to a 3.5% tax on all gross income from the active
conduct of trades and businesses by the Partnership. The Partnership's
distributive share of gross income from its interest in AMI for the period
ending May 28, 1998, the date of the Sale, is considered "gross income from
the active conduct of a trade or business" by the Partnership. Thus, the
Partnership is subject to such 3.5% tax on the gross income ("Gross Income
Tax") from the operations of AMI included in the Partnership's gross
income. Additionally, the net gain from the sale of the Partnership's 99%
interest in AMI is also considered gross income. In computing its taxable
income, the Partnership will not be entitled to a deduction for the Gross
Income Tax, and thus, a Unitholder's distributive share of the
Partnership's operating income and expenses will not
11
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include a deduction for the Gross Income Tax paid and a Unitholder will not
otherwise be entitled to a deduction for the Gross Income Tax paid by the
Partnership.
7. SALE OF AMI AND THE GENERAL PARTNER:
------------------------------------
The Partnership sold its 99% limited partnership interest in AMI for
$12,000,000 to SAC on May 28, 1998. The Partnership is currently proceeding
with its Plan of Liquidation to dissolve and wind up its affairs. Other
general and administrative expenses included the $500,000 payable to Martin
W. Field (the "Field Liability"), which was approved at the Special Meeting
held on May 28, 1998 (the "Special Meeting"). The Partnership began
liquidating distributions in mid-August, 1998 to Unitholders of record as
of August 7, 1998.
The General Partner and its parent entered into an agreement with Servico
pursuant to which Servico acquired the General Partner's 1% general
partnership interest in AMI on May 28, 1998.
8. SHARED APPRECIATION:
--------------------
The Restated Loan Agreement and the W&H Management Agreement provided for a
shared appreciation feature that called for AMI to pay additional interest
and an additional incentive management fee to the Lenders and W&H,
respectively, based on (i) in the case of any Inn sold prior to the
maturity date of the Mortgage Notes, the amount (if any) by which the net
sale price of the Inn exceeded the amount of the Mortgage Notes allocated
to it, and (ii) in the case of the Inns still owned by AMI at the maturity
date of the Mortgage Notes (December 31, 1999 or upon acceleration), the
amount (if any) by which the sale price or appraised value of such Inns
exceeded the then outstanding principal amount of the Mortgage Notes, with
such computations also being net of any obligations under the Priming Loan.
However, no amount was payable as additional interest or incentive
management fees until all obligations under the Priming Loan had been paid
The Partnerships periodically estimated the fair value of the Inns to
determine if an accrual were needed for future payments to the Lenders and
W&H under the shared appreciation feature. The Partnerships recorded as
additional interest and incentive management fees under the Restated Loan
Agreement and the W&H Management Agreement $4,500,000 in 1997 and an
additional $1,875,000 in the first six months of 1998. The Partnership did
not recognize, and will not be affected by or recognize, any additional
interest and management fees accrued or paid by AMI after May 28, 1998.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis set forth below is based on the financial
condition of the Partnership at September 30, 1998 and the results of the
operations of the Partnerships (including AMI through May 28, 1983) for the nine
months then ended. On November 7, 1997, following efforts to arrange financing
for Product Improvement Plans (PIPs) for the Inns or to otherwise protect the
interests of the Unitholders, the Partnership signed a definitive agreement
(amended on March 12, 1998) with Servico and SAC to sell SAC the Partnership's
99% limited partnership interest in AMI. That agreement was approved by the
Unitholders at a meeting held on May 28, 1998. On May 28, 1998, pursuant to the
agreement, as amended on March 12, 1998, SAC paid $12 million to the Partnership
($5,700,000 of which was paid in cash and $6,300,000 of which, subject to
adjustment, was credited to the account of Servico, as a Unitholder) and
acquired the Partnership's interest in AMI subject to the outstanding
indebtedness and other obligations of AMI. On May 28, 1998 Servico acquired the
1% general partnership interest of the General Partner in AMI. The General
Partner and its parent, Prime Hospitality, Inc., have waived all rights that
they may have to receive any distributions by the Partnership of the proceeds of
the sale of the Partnership's limited partnership interest in AMI ("Proceeds").
Results of Operations
- ---------------------
Prior to May 29, 1998, the Partnership derived its income from its 99% interest
in AMI, whose income is derived from the operations of the Inns. Results of
operations for the Partnership during the third quarter of 1998 and for the
first nine months ended September 30, 1998, reflect operations of the Inns
through May 28, 1998 (including AMI's sale of the Baltimore Pikesville Inn on
May 1, 1998) and the dissolution and winding up of the Partnership, and interim
investment of the undistributed Proceeds, subsequent to May 28, 1998.
The Partnership had net income of $31,645,000 for the nine months ended
September 30, 1998, as compared to net income of $1,816,000 for the nine months
ended September 30, 1997. The 1998 net income includes a net gain of $35,621,000
on the sale of AMI to SAC, and a net gain of $805,000 on the sale of the
Pikesville Inn.
Total revenues through the third quarter of 1998 were $19,218,000, as compared
to $39,099,000 through the third quarter of 1997. The variance in revenues
between the nine month periods is due to (a) the first nine months of 1998
reflecting the operations of 14 Inns for only five months (as a result of the
sale of AMI on May 28, 1998), compared to nine months of operations in 1997, (b)
the nine months of 1998 reflecting the operations of the Pikesville Inn for only
four months (as a result of the sale of that Inn on May 1, 1998), compared to
nine months of operations in 1997, and (c) the nine months of 1998 reflecting no
operations of the Glen Burnie South Inn (as a result of the sale of that Inn in
July, 1997), compared to six months of operations in 1997. The following table
compares lodging revenues, occupancy percentage levels and ADR, for the nine
months ended September 30, 1998 and 1997 (lodging revenues, occupancy percentage
and ADR for the nine months ended September 30, 1998 reflect five months of the
operations of 14 Inns and four months of the operations of the Pikesville Inn).
No figures are shown for the three months ended September 30, 1998 and 1997
because the Partnership did not operate the Inns in the third quarter of 1998
and comparisons would not be meaningful.
Nine Months Ended
September 30,
----------------------------------
1998 1997
-------------- -------------
Lodging Revenues $15,266,000 $31,864,000
Occupancy 57.8% 63.8%
ADR $74.17 $68.86
Because the Partnership engaged, through AMI, in operations for only five months
in 1998, there cannot be any meaningful comparison of direct operating expenses
in the first nine months or third quarter of 1998 with the comparable periods of
1997. Other general and administrative expenses included the $500,000 payable as
the Field Liability, which was approved at the Special Meeting held on May 28,
1998.
Having completed the sale of its interest in AMI, the Partnership intends to
file all applicable tax returns and to pay all entity level taxes, to make the
Field Payment, to pay all expenses of administration and liquidation of the
Partnership, to distribute to the Unitholders all funds remaining after paying
the expenses of winding up and liquidation, to terminate its registration under
the Securities Exchange Act of 1934 and to cancel its existence under the
Delaware Revised Uniform Limited Partnership Act. The Partnership fixed the
close of business on August 7, 1998 as the record date for all liquidating
distributions to Unitholders and made a preliminary liquidating distribution in
the amount of $2 per Unit in mid-August, 1998. While transfers of Units after
August 7, 1998 will not be prohibited and will be
13
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recognized on the books of the transfer agent, transferees will not be entitled
to receive liquidating distributions from the Partnership.
PART II. OTHER INFORMATION AND SIGNATURES
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
During the quarter ended September 30, 1998 the Partnership filed a
Report on Form 8-K on August 6, 1998 relating to the fixing of the
record date for liquidating distributions.
14
<PAGE>
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.
PRIME MOTOR INNS LIMITED PARTNERSHIP
------------------------------------
(REGISTRANT)
By: Prime-American Realty Corp.
General Partner
Date: November 10, 1998 By: /s/ S. Leonard Okin
--------------------
S. Leonard Okin
Vice President
