<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995
Commission File No.: 33-16163-LA
Nashville Super 8 Ltd., A California Limited Partnership
(Name of small business issuer in its charter)
California 33-0249749
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3145 Sports Arena Blvd., San Diego, California 92110
(Address of principal executive offices) Zip Code
Issuer's telephone number: (619) 226-1212
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
None
(Title of Class)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
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. /X/ Yes / / No
State issuer's revenues for its most recent fiscal year:
$1,153,662.
The aggregate market value of the voting securities held by non-
affiliates is not determinable as there is no established market
and the securities have only limited voting rights.
State the number of limited partnership interests outstanding as
of December 31, 1995: 3,975 interests held by 586 limited
partners.
DOCUMENT INCORPORATED BY REFERENCE
Definitive Prospectus dated September 1, 1987, as supplemented
August 31, 1988, is incorporated by reference into Part III.
<PAGE>
PART I
Item 1. Business
Nashville Super 8 Ltd., A California Limited
Partnership, formerly Motels of America Series XI, A California
Limited Partnership, (the Partnership) was formed on September 1,
1988 pursuant to the California Revised Uniform Limited
Partnership Act. As of December 31, 1995, the Partnership
consisted of a general partner, GHG Hospitality, Inc. (GHG), and
586 limited partners owning 3,975 limited partnership interests.
The limited partnership interests sold at a public offering price
of $1,000 each commencing September 1, 1987 pursuant to a
Registration Statement on Form S-18 under the Securities Act of
1933 (Registration 33-16163-LA). The offering of $3,975,000 was
fully subscribed and closed on September 27, 1988.
The Partnership was organized to acquire a parcel of
property located near the Nashville Metropolitan Airport in
Nashville, Tennessee, and to build and operate a 110-room
"economy" motel as a franchise of Super 8 Motels, Inc. The motel
opened for business on April 23, 1989 under a 20-year franchise
agreement with Super 8 Motels, Inc. The agreement required the
payment of initial franchise fees of $20,000 and requires ongoing
royalties equal to 4% of gross room revenues and chain-affiliated
advertising fees equal to 2% of gross room revenues. Since
January 1, 1990, the motel has been operated pursuant to a
management agreement with GHG.
The profitability of a motel is subject to general
economic risks, the management ability of the operator, intense
competition, desirability of a particular location, and other
factors relating to its operations. The demand for particular
accommodations may vary seasonally and may be affected by
economic recessions, changes in travel patterns caused by changes
in energy prices, strikes, relocation of highways, the
construction of additional highways and other factors. To meet
competition in the industry and to maintain economic values,
continuing expenditures must be made for modernizing,
refurnishing, and maintaining existing facilities prior to the
expiration of their anticipated useful lives.
There is no assurance that the Partnership's motel can
be profitably operated. Further, there is no assurance the motel
can be sold at a profit. Consequently, there is no guarantee of
any profit or that the limited partners' investments will be
preserved against loss.
There is significant competition in the lodging market.
The Partnership is in competition either directly or indirectly
with a large number of hotels and motels of varying quality and
sizes, including other motels which are part of national or
regional chains. Such hotels and motels may have greater
financial resources and personnel with more experience than the
Partnership and the general partner.
The Partnership has no employees.
2
<PAGE>
Item 2. Property
The Partnership acquired the following property in
September 1988. The Partnership does not intend to acquire any
additional property.
Property name and address Property description
------------------------- --------------------
Nashville Super 8 Motel A 110-room "economy"
Metropolitan Airport Center motel on approximately
Nashville, Tennessee 2 acres of land.
The Partnership purchased the land for $711,000,
including closing costs, and constructed the motel.
In 1995, significant improvements to the property were
completed. These include completion of a swimming pool and
fitness center, improvements to lobby area, and renovation of
certain guest rooms. The total cost of the project was
approximately $677,300.
In the opinion of the Partnership's management, the
property is adequately covered by insurance.
The property is subject to a trust deed with a balance of
$179,014, as of December 31, 1995.
Item 3. Legal Proceedings
The Partnership is not subject to any pending legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Limited Partnership Interests and Related
Partner Matters
There is no public trading market for the Partnership's
limited partnership interests. There were approximately 586
holders of the Partnership's 3,975 limited partnership interests
as of December 31, 1995. Cash distributions of $224,998 were
paid to limited partnership interests in 1995. No cash
distributions were paid to limited partnership interests in 1994.
3
<PAGE>
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition:
On September 1, 1987, the Partnership commenced its
public offering pursuant to its Prospectus. On September 27,
1988, the Partnership completed the public offering. The
Partnership received $3,449,823 (net of offering costs of
$525,177) from the sale of limited partnership interests. These
funds were available for investment in property, to pay legal
fees and other costs related to the investments, to pay operating
expenses, and for working capital. The majority of the proceeds
were used to acquire and construct the property identified in
Item 2 above.
The Partnership's liquidity is indicated by net working
capital which was $23,171 at December 31, 1995 and $301,415 at
December 31, 1994. The decrease in net working capital is
attributable to investment property expenditures of $559,306 and
cash distributions to partners of $249,998 less net cash provided
by operating activities of $275,434 and net proceeds of long-term
debt of $179,014 in 1995.
Construction of an indoor swimming pool, workout center,
and spa and renovations of the lobby and certain guest rooms were
completed in 1995. The total cost of the project was
approximately $677,300. The project's cost was funded by cash
from operations and a loan of $184,258 from First Bank & Trust of
Tennessee. As of December 31, 1995, a principal balance of
$179,014 was outstanding on this note. The note is payable in
monthly installments of approximately $2,150 including interest
at two points over the index which is the New York Consensus
Prime as quoted in the Wall Street Journal. The interest rate at
December 31, 1995 was 10.75%. The final balance is due August
2009. The note is secured by a first priority deed of trust on
the Partnership's motel.
During 1994, the franchise agreement with Super 8 was
amended to reduce the Partnership's area of protection in
exchange for the franchisor reducing by one-half the liquidated
damages that would be payable by the Partnership in the event it
elects an early termination of the franchise agreement. The area
of protection released by the Partnership is small in relation to
the original area of protection and is to the south and west of
the Partnership's motel, away from Opryland and other growth
areas. In addition, if the franchisor grants a franchise in the
released area and the occupancy rate at the Partnership's motel
drops by three or more percentage points for any twelve month
period, the Partnership may obtain a 1% of gross room sales
reduction in royalties payable for the balance of the franchise
agreement or terminate the franchise agreement upon payment of
the reduced liquidated damages. Management has been considering
changing to another national franchisor due to the proliferation
of Super 8 motels in the Nashville area. However, there are no
immediate plans to make such a change.
4
<PAGE>
Results of Operations:
Net income was $137,220 in 1995 and $110,658 in 1994.
Total revenues were $1,153,662 in 1995 and $977,423 in 1994. The
property operated at an occupancy of 65.38% in 1995 and 58.61% in
1994. The average daily room rate was $44.28 in 1995 and $40.00
in 1994. The increase in net income and room revenues in 1995
relates to the increase in the occupancy rate and the average
daily room rate. In 1994 and 1995, the Partnership increased its
sales efforts, which included close contacts with area welcome
centers, groups, and airport businesses and the use of
billboards. Continued efforts by the Nashville Chamber of
Commerce, Convention Center, and Gaylord Entertainment also
contributed to the increased occupancy rate and average daily
room rate. Increased occupancy caused property operating
expenses, maintenance, management fees, and royalties to
increase.
Management believes the Partnership should experience
further occupancy rate and average daily room rate increases in
1996 due to increasing tourism and corporate business. The
Nashville area has continued to gain new attractions. This and
other factors have increased tourist traffic to the area, and
management believes that the Partnership should continue to
experience increased occupancy because of the addition of the
swimming pool and related facilities.
The effect of current operations on liquidity was net
cash provided by operating activities of $275,434 in 1995 and
$262,444 in 1994.
Seasonality:
The motel business is seasonal with the third quarter
being the strongest due to the tourist business and the last half
of the fourth quarter and the first half of the first quarter
being the weakest.
5
<PAGE>
Item 7. Financial Statements and Supplementary Data
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
I N D E X
Pages
Independent Auditor's Report 7
Balance Sheets, December 31, 1995 and 1994 8-9
Statements of Operations, Years Ended December 31, 1995
and 1994 10
Statements of Partners' Capital, Years Ended December 31,
1995 and 1994 11
Statements of Cash Flows, Years Ended December 31, 1995
and 1994 12
Notes to Financial Statements 13-15
6
<PAGE>
Independent Auditor's Report
The Partners
Nashville Super 8 Ltd.,
A California Limited Partnership
We have audited the balance sheets of Nashville Super 8
Ltd., A California Limited Partnership, as of December 31, 1995
and 1994, and the related statements of operations, partners'
capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Nashville Super 8 Ltd., A California Limited Partnership, as
of December 31, 1995 and 1994, and the results of its operations
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Levitz, Zacks & Ciceric
San Diego, California
February 12, 1996
7
<PAGE>
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
Balance Sheets
December 31, 1995 and 1994
(Part 1 of 2)
<TABLE>
<CAPTION>
ASSETS 1995 1994
---------- ----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 56,208 $ 411,064
Accounts receivable 6,490 4,355
Operating supplies 15,455 15,655
Prepaid expenses 10,439 12,550
Due from affiliate 7,899 5,771
---------- ----------
Total current assets 96,491 449,395
---------- ----------
Investment property, at cost:
Land 711,092 711,092
Building and improvements 2,796,407 2,162,117
Furniture, fixtures and equipment 608,295 535,210
---------- ----------
4,115,794 3,408,419
Less accumulated depreciation 910,756 760,620
---------- ----------
Investment property, net 3,205,038 2,647,799
---------- ----------
Other Assets:
Franchise fees, net 13,417 14,417
Construction in progress -0- 219,133
---------- ----------
Total other assets 13,417 233,550
---------- ----------
Total assets $3,314,946 $3,330,744
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to financial statements.
8
<PAGE>
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
Balance Sheets
December 31, 1995 and 1994
(Part 2 of 2)
<TABLE>
<CAPTION>
LIABILITIES AND PARTNERS' CAPITAL 1995 1994
---------- ----------
<S> <C> <C>
Current Liabilities:
Accounts payable $ 12,596 $ 91,921
Accrued expenses 52,442 50,925
Due to affiliates 908 5,134
Current portion of long-term debt 7,374 -0-
---------- ----------
Total current liabilities 73,320 147,980
Long-term debt, less current portion 171,640 -0-
---------- ----------
Total liabilities 244,960 147,980
---------- ----------
Partners' Capital:
General partner:
Cumulative net income (loss) 12,463 (1,257)
Cumulative cash distributions (50,450) (25,450)
---------- ----------
(37,987) (26,707)
---------- ----------
Limited partners (3,975 interests):
Capital contributions,
net of offering costs 3,449,823 3,449,823
Cumulative net income (loss) 112,193 (11,307)
Cumulative cash distributions (454,043) (229,045)
---------- ----------
3,107,973 3,209,471
---------- ----------
Total partners' capital 3,069,986 3,182,764
---------- ----------
Total liabilities and
partners' capital $3,314,946 $3,330,744
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to financial statements.
9
<PAGE>
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
Statements of Operations
Years Ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Revenues:
Room revenues $1,127,259 $ 941,285
Phone revenues 20,101 25,367
Interest income 3,911 7,854
Other 2,391 2,917
---------- ----------
Total revenues 1,153,662 977,423
---------- ----------
Expenses:
Property operating expenses 393,521 341,630
Depreciation 150,136 137,726
General and administrative 125,057 122,065
Marketing 74,801 63,634
Management fees 68,985 58,113
Royalties and advertising 67,616 56,477
Repairs and maintenance 57,249 31,974
Real estate taxes 34,038 33,741
Property and liability insurance 29,098 20,405
Interest expense 14,941 -0-
Amortization 1,000 1,000
---------- ----------
Total expenses 1,016,442 866,765
---------- ----------
Net income $ 137,220 $ 110,658
---------- ----------
---------- ----------
Net income per interest $ 31.07 $ 25.05
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to financial statements.
10
<PAGE>
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
Statements of Partners' Capital
Years Ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
General Partner Limited Partners
--------------------------------- ----------------------------------------------------
Cumulative Cumulative Cumulative Cumulative Total
Net Income Cash Capital Net Income Cash Partners'
(Loss) Distributions Total Contributions (Loss) Distributions Total Capital
---------- ------------- -------- ------------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance,
January 1, 1994 $(12,323) $(25,450) $(37,773) $3,449,823 $(110,899) $(229,045) $3,109,879 $3,072,106
Net income, year ended
December 31, 1994 11,066 -0- 11,066 -0- 99,592 -0- 99,592 110,658
-------- -------- -------- ---------- --------- --------- ---------- ----------
Balance,
December 31, 1994 (1,257) (25,450) (26,707) 3,449,823 (11,307) (229,045) 3,209,471 3,182,764
Net income, year ended
December 31, 1995 13,720 -0- 13,720 -0- 123,500 -0- 123,500 137,220
Cash distributions
($56.61 per interest) -0- (25,000) (25,000) -0- -0- (224,998) (224,998) (249,998)
-------- -------- -------- ---------- --------- --------- ---------- ----------
Balance,
December 31, 1995 $ 12,463 $(50,450) $(37,987) $3,449,823 $ 112,193 $(454,043) $3,107,973 $3,069,986
-------- -------- -------- ---------- --------- --------- ---------- ----------
-------- -------- -------- ---------- --------- --------- ---------- ----------
</TABLE>
See accompanying notes to financial statements.
11
<PAGE>
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
Statements of Cash Flows
Years Ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 137,220 $ 110,658
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 151,136 138,726
(Increase) decrease in:
Accounts receivable (2,135) 131
Operating supplies 200 (200)
Prepaid expenses 2,111 (2,617)
Due from affiliate (2,128) 79
Increase (decrease) in:
Accounts payable (8,261) 7,559
Accrued expenses 1,517 9,483
Due to affiliates (4,226) (1,375)
--------- ---------
Net cash provided by operating
activities 275,434 262,444
--------- ---------
Cash flows from investing activities:
Investment property expenditures (559,306) (135,831)
--------- ---------
Net cash used in investing activities (559,306) (135,831)
--------- ---------
Cash flows from financing activities:
Proceeds of note payable 184,258 -0-
Payments of note payable (5,244) -0-
Cash distributions to partners (249,998) -0-
--------- ---------
Net cash used in financing activities (70,984) -0-
--------- ---------
Net increase (decrease) in cash and cash
equivalents (354,856) 126,613
Cash and cash equivalents, beginning of year 411,064 284,451
--------- ---------
Cash and cash equivalents, end of year $ 56,208 $ 411,064
--------- ---------
--------- ---------
Supplemental disclosure of cash flow information:
Interest paid $ (14,941) $ -0-
--------- ---------
--------- ---------
Supplemental schedule of noncash investing and financing activities:
During 1994, the Partnership financed $71,064 of construction
in progress through accounts payable which were paid in 1995.
</TABLE>
See accompanying notes to financial statements.
12
<PAGE>
Note 1. THE PARTNERSHIP AND A SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Nashville Super 8 Ltd., A California Limited Partnership
(the Partnership), formerly Motels of America Series XI, A
California Limited Partnership, was formed on September 1, 1988
pursuant to the California Revised Uniform Limited Partnership
Act. The purpose of the Partnership is to construct, own, and
operate a 110-room "economy" motel under a Super 8 franchise.
The motel was opened in April 1989.
The following is a summary of the Partnership's
significant accounting policies:
Cash and Cash Equivalents
The Partnership considers all highly liquid instruments
purchased with an original maturity of three months or less to be
cash equivalents.
Investment Property
Investment property is recorded at cost. Depreciation
is computed using the straight-line method based on estimated
useful lives of 7 to 39 years. Maintenance and repairs costs are
expensed as incurred, while significant improvements,
replacements, and major renovations are capitalized.
Franchise Fees
Franchise fees are amortized over the 20-year life of
the franchise agreement.
Income Taxes
No provision for income taxes has been made as any
liability for such taxes would be that of the partners rather
than the Partnership.
Net Income Per Interest
Net income per interest is based upon the 90% allocated
to limited partners divided by 3,975 limited partner interests
outstanding throughout the year.
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires management
to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could
differ from those estimates.
13
<PAGE>
Note 2. PARTNERSHIP AGREEMENT
Net income or loss and cash distributions from
operations of the Partnership are allocated 90% to the limited
partners and 10% to the general partner. Profits from the sale
or other disposition of Partnership property are to be allocated
to the general partner until its capital account equals zero;
thereafter, to the limited partners until their capital accounts
equal their capital contributions reduced by prior distributions
of cash from sale or refinancing plus an amount equal to a
cumulative but not compounded annual 8% return thereon which
cumulative return shall be reduced (but not below zero) by the
aggregate amount of prior distributions of cash available for
distribution; thereafter, gain shall be allocated 15% to the
general partner and 85% to the limited partners. Loss from sale
shall be allocated 1% to the general partner and 99% to the
limited partners.
Note 3. FRANCHISE AGREEMENT
The Partnership has entered into a twenty-year franchise
agreement with Super 8 Motels, Inc. to provide the Partnership
with consultation in the areas of design, construction, and
operation of the motel. The agreement required the payment of
initial franchise fees of $20,000 and requires ongoing royalties
equal to 4% of gross room revenues and chain-affiliated
advertising fees equal to 2% of gross room revenues.
Note 3. FRANCHISE AGREEMENT (continued)
During 1994, the franchise agreement was amended to
reduce the Partnership's area of protection in exchange for the
franchisor reducing by one-half the liquidated damages that would
be payable by the Partnership in the event it elects an early
termination of the franchise agreement. In addition, if the
franchisor grants a franchise in the released area and the
occupancy rate at the Partnership's motel drops by three or more
points for any twelve month period, the Partnership may obtain a
1% of gross room sales reduction in royalties payable for the
balance of the franchise agreement or terminate the franchise
agreement upon payment of the reduced liquidated damages.
14
<PAGE>
Note 4. LONG-TERM DEBT
The Partnership has a note payable to a bank due in
monthly installments of approximately $2,150, including interest
at the bank's index rate plus 2% (10.75% at December 31, 1995)
through August 2009. The note is secured by a first priority
deed of trust on the Partnership's motel. The fair value of
long-term debt approximates its carrying amount based on the
borrowing rates currently available to the Partnership for loans
with similar terms.
Principal payments on this note are due as follows:
1996 $ 7,374
1997 8,163
1998 9,063
1999 10,062
2000 11,170
Thereafter 133,182
--------
$179,014
--------
--------
Note 5. RELATED PARTY TRANSACTIONS
The motel is operated pursuant to a management agreement
with the general partner, GHG Hospitality, Inc. (GHG). The
agreement provides for the payment of monthly management fees of
6% of gross revenues.
The Partnership has agreed to reimburse GHG for certain
expenses related to services performed in maintaining the books
and administering the affairs of the Partnership.
GHG and an affiliate, Grosvenor Management Services,
Inc. (GMS), allocate to the Partnership certain marketing and
accounting salaries and certain other expenses directly related
to the operations of the Partnership.
Fees, reimbursements, salaries, and other expenses paid
to GHG and GMS and included in total expenses for the years ended
December 31, 1995 and 1994 are as follows:
1995 1994
Management fees $ 68,985 $ 58,113
Reimbursement for partnership
administration expenses 22,947 21,665
Salaries and other allocated
expenses 44,311 46,420
$136,243 $126,198
In addition, all motel employees are paid by GMS. The
Partnership reimbursed GMS $268,758 in 1995 and $245,397 in 1994,
including a one percent processing fee, for the wages of these
employees.
15
<PAGE>
Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure
None
PART III
Item 9. Directors and Executive Officers of the Registrant
The general partner has general responsibility and
ultimate authority in all matters affecting the business of the
Partnership.
The general partner and its directors and executive
officers as of December 31, 1995 are as follows:
GHG HOSPITALITY, INC. (GHG) was incorporated in November
1989 under the laws of the state of Delaware. GHG was elected as
general partner effective January 1, 1990.
J. MARK GROSVENOR, 48, is President and a Director of
GHG. From 1976 to 1988, he served as chief executive officer of
Nite Lite Inns, a California corporation, which owned Grosvenor
Enterprises, a California limited partnership, which owns
Grosvenor Inn. In 1984, he acquired Medallion Foods, Inc., a
food processing company, located in Newport, Arkansas. Mr.
Grosvenor graduated from San Diego State University with a
bachelor's degree in business and finance.
STEPHEN D. BURCHETT, 36, is Vice President of GHG. From
1984 to 1991 he worked in private business law practice in San
Diego, California with Schall, Boudreau & Gore and Kaufman,
Lorber, Grady & Farley. Mr. Burchett graduated from California
State University Fullerton in 1981 with a bachelor's degree in
finance and from the University of Santa Clara School of Law in
1984 with a juris doctorate.
SYLVIA MELLOR CLARK, 51, is Controller of GHG. In 1978,
she joined Grosvenor Industries, Inc., where she is controller
and a director. Prior to joining Grosvenor Industries, Inc., she
operated her own accounting firm from 1976 to 1978. Ms. Clark
graduated from San Diego State University and National
University.
Item 10. Executive Compensation
The Partnership has not paid and does not propose to pay
any executive compensation to the general partner or any of its
affiliates (except as described in Item 12 below). There are no
compensatory plans or arrangements regarding termination of
employment or change of control.
16
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and
Management
(a) No person or group is known to the Partnership to be
the beneficial owner of more than 5% of the outstanding limited
partnership interests in the Partnership.
(b) The general partner does not directly or indirectly
own any limited partnership interests in the Partnership. The
general partner does not possess a right to acquire beneficial
ownership of limited partnership interests in the Partnership.
(c) There are no arrangements, known to the
Partnership, which may result in a change in control of the
Partnership.
Item 12. Certain Relationships and Related Transactions
The motel is operated pursuant to a management agreement
with GHG. The agreement provides for the payment of monthly
management fees of 6% of gross revenues.
The Partnership has agreed to reimburse GHG for certain
expenses related to services performed in maintaining the books
and administering the affairs of the Partnership.
GHG and an affiliate, Grosvenor Management Services,
Inc. (GMS), allocate to the Partnership certain marketing,
accounting, and maintenance salaries and other expenses directly
related to the operation of the Partnership.
Fees, reimbursements, salaries, and other expenses paid
to GHG and GMS and included in total expenses for the years ended
December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <S> <S>
Management fees $ 68,985 $ 58,113
Reimbursement for partnership
administration expenses 22,947 21,665
Salaries and other
allocated expenses 44,311 46,420
-------- --------
$136,243 $126,198
-------- --------
-------- --------
</TABLE>
In addition, all motel employees are paid by GMS. The
Partnership reimbursed GMS $268,758 in 1995 and $245,397 in 1994,
including a one percent processing fee, for the wages of these
employees.
17
<PAGE>
Item 13. Exhibits and Reports on Form 8-K
(a) The following documents are filed as part of this
report:
1. Financial Statements (see Index to Financial
Statements filed with this annual report).
2. Exhibits:
3-A. The Prospectus of the Partnership dated
September 1, 1987, as supplemented August
31, 1988, as filed with the Commission, is
hereby incorporated herein by reference.
3-B. Agreement of Limited Partnership set forth
as Exhibit B to the Prospectus, as filed
with the Commission, is incorporated
herein by reference.
3-C. Amendment to Agreement of Limited
Partnership dated January 1, 1990, as
filed with the Commission, is incorporated
herein by reference.
(b) No reports on Form 8-K were filed during the last
quarter of the period covered by this report.
No annual report or proxy material for the fiscal year
1995 has been sent to the limited partners of the Partnership.
An annual report will be sent to the limited partners subsequent
to this filing and the Partnership has incorporated such reports
in this filing.
18
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
By: GHG Hospitality, Inc.
Corporate General Partner
By: /s/ J. Mark Grosvenor Date: March 12, 1996
J. Mark Grosvenor
President and Director of GHG
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
By: GHG Hospitality, Inc.
Corporate General Partner
By: /s/ J. Mark Grosvenor Date: March 12, 1996
J. Mark Grosvenor
President and Director of GHG
By: /s/ Stephen D. Burchett Date: March 12, 1996
Stephen D. Burchett
Vice President of GHG
By: /s/ Sylvia Mellor Clark Date: March 12, 1996
Sylvia Mellor Clark
Controller of GHG
19
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0
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