SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20459 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 1997; COMMISSION FILE NUMBER 0-1957 UPTOWNER INNS, INC. (Exact Name of Registrant as Specified in its Charter) West Virginia 55-0457171 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 1415 4th Avenue, Huntington, West Virginia 25701 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code (304) 525-7741 Securities registered pursuant to Section 12 (g) of the Act: 1,583,563 shares of common stock - $0.50 par value (Title of Class) 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. X Yes No The aggregate market value of the voting stock held by non- affiliates of the registrant, as of the 30th day of June 1997, was $597,884. As of June 30, 1997, the close of the period covered by this report, the registrant had 1,583,563 shares of its common capital stock issued and outstanding. The registrant has issued no other stock. DOCUMENTS INCORPORATED BY REFERENCE The definitive proxy statement to be filed by the registrant, pursuant to Regulation 14A, is incorporated herein by reference in Part III, Items 10 and 11. PART I ITEM 1. BUSINESS. (a) The registrant, Uptowner Inns, Inc., is a corporation that was incorporated in the State of West Virginia on July 1, 1961. The registrant operates a 137 room , full service hotel built in 1962 by the registrant. On January 17, 1997, the Holiday Inn franchise was terminated. The franchise required standard fees for advertising, reservation system, etc. The clientele are predominately business travelers due to the downtown location and occupancy for the year averaged 44.5% with an average of $57. rate per room. This yielded a revenue for available rooms of $9,300. per year. This facility may be changed to a long-term residential use facility on completion of the Holiday Inn Hotel & Suites facility adjacent to the Huntington Civic Arena. Consideration of continuing to operate as a hotel is an alternative, and other possible uses may be analyzed. A wholly owned subsidiary of the registrant, Motel and Restaurant Supply, which was incorporated in the State of West Virginia on July 16, 1966, has had no activity since 1981. Neither the registrant nor any of its subsidiaries has experienced bankruptcy, receivership or similar proceedings; has been involved in reclassification, merger or consolidation; has acquired or, except as hereinafter set forth, disposed of any material amount of assets otherwise than in the ordinary course of business; or has undertaken any material change in the mode of conducting its business. (b) The registrant is engaged in substantially two lines of businesses, to wit, the operation of motor hotels with dining and banquet facilities, and residential/commercial rentals. The income of the registrant from rentals exceeds ten percent of the consolidated revenue of the registrant and its subsidiaries, which consolidated revenue did not exceed $50,000,000. during any of the last three fiscal years. The hotel industry is highly competitive with the registrant competing against numerous national hotel franchises in Huntington, West Virginia. As the Companies' operations are generally one business segment, its competition locally includes Radisson hotel, Ramada Inn, Holiday Inn, Comfort Inn, and Red Roof Inn. Seasonality directly affects this business as a result of people not traveling or vacationing in large numbers in the late fall and winter because of poor weather at these geographical locations. At June 30, 1997, the registrant and its subsidiaries employ approximately 50 employees. (d) The registrant has no foreign operation. PART II Item 2. Properties. (a) The main physical property of the registrant is a 140 unit, four story motor hotel, with swimming pool, dining, banquet, and lounge facilities, located in downtown Huntington, West Virginia, at 1415 Fourth Avenue. This property is owned in fee by the registrant. The motor hotel is subject to a mortgage in favor of the Twentieth Street Bank, Huntington, West Virginia, in the original amount of $2,000,000., payable in monthly installments of $22,568. per month, including interest at 10% until February 4, 2004, when the amount due must be paid in full. The balance at June 30, 1997 is $1,340,087. (b) The registrant owns in fee two lots, used for the over- flow parking, across the street from its main motor hotel at 1432-34 Fourth Avenue, in Huntington, West Virginia. (c) The registrant owns in fee an undeveloped lot acquired for future development or parking, across an alley from its main motor hotel at 1400 Fifth Avenue in Huntington, West Virginia. It is anticipated the lot will be sold within the next fiscal year. (d) The registrant owns in fee a lot improved by a three story brick building used as a fraternity house, across an alley from its main motor hotel, 1434 Fifth Avenue, in Huntington, West Virginia, acquired for rental and for future development. (e) The registrant owns in fee two lots immediately west of its motor hotel, 1401 Fourth Avenue, in Huntington, West Virginia, acquired for future development and currently used for parking. This property is subject to a first mortgage in favor of the Twentieth Street Bank in the original amount of $2,000,000. as noted in Item 2 (a). (f) The registrant owns in fee and operates a 40 unit, two story apartment building within one city block of the motor hotel, at 1340 Fourth Avenue, in Huntington, West Virginia. (g) The registrant owns in fee a lot acquired and used for parking, across the street from its main motor hotel at 1420 Fourth Avenue, in Huntington, West Virginia. (h) The registrant owns in fee an undeveloped lot acquired for future development or for parking, across an alley from its main motor hotel at 1438 Fifth Avenue, in Huntington, West Virginia. It is anticipated the lot will be sold within the next fiscal year. (i) The registrant owns in fee a vacant lot within one city block of the main motor hotel at 1326 Fourth Avenue, in Huntington, West Virginia. It is anticipated the lot will be sold within the next fiscal year. PART II (j) The registrant owns in fee a lot improved by a three story building originally used as a store and apartment, within one city block of the main motor hotel at 1416-18 Fourth Avenue, in Huntington, West Virginia, acquired for rental and for future development, subject to a mortgage in favor of Betty M. Dove, in the original amount of $76,000., 10% interest, maturing June 2002, the balance of which was $35,043. at June 30, 1997. (k) The registrant owns in fee two parcels within one city block of the main motor hotel at 1436-38 Fourth Avenue and 1440-42 Fourth Avenue, in Huntington, West Virginia acquired for future development. (l) The registrant owns in fee a parcel of real estate on the west side of Huntington approximately 3 miles from the main motor hotel and at an exit for Interstate 64. This purchase was finalized in October 1988 from an option entered into in 1983. The property is currently used as a parking lot unitl it is deemed beneficial to build and operate a decent motel in that location. (m) The registrant purchased a parcel of real estate with a residential building in January 1990. This property is across an alley from the main motor hotel and was acquired for future development and parking. (n) The registrant purchased a parcel of real estate with a building housing residential and commercial tenants in July 1991. This property is across the street from its main motor hotel and adjacent to other rental properties and parking facilities. The property has been renovated and is now fully utilized as rental property. The property is subject to a mortgage in favor of West Virginia Housing Development Fund in the original amount of $500,000., 5.5% rate of interest, maturing November 2018, the balance of which is $463,078. (o) The registrant owns in fee a lot improved by construction in progress of a Holiday Inn Hotel & Suites located in downtown Huntington at 800 Third Avenue. This purchase was finalized in December 17, 1996 from a contract entered into on November 21, 1995. The property is subject to a mortgage in favor of Huntington Urban Renewal Authority in the amount of $540,000., 8.5% rate of interest, maturing February 2004, the balance of which is $540,000. and subject to a line of credit in the amount of $417,809., prime plus 1% rate of interest for construction in progress. The facility is expected to be completed by February 1998 and will be marketed for convention and business travelers. It is adjacent to the Huntington Civic Arena and will be used as a major part of marketing for conventions and meetings in the Tri-State area. Annual reviews of insurance coverage are done and adequate insurance is maintained on all properties. PART II ITEM 3. LEGAL PROCEEDINGS: A $10 million suit in which the Uptowner Inns, Inc. is a defendant has been filed in Cabell County Circuit Court by James R. Burton, an individual who was severely injured in an auto accident by a patron of the lounge. Legal counsel believes that good defenses exist in this action, and that the case will ultimately be resolved in Uptowner Inns, Inc.'s favor. The insurance company has denied liability in this case and legal counsel believes the risk of loss will fall to Uptowner Inns, Inc. ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECRUITY HOLDER MATTERS (a) The common stock of the registrant is traded in the over-the- counter market. During the past two years, there has been limited activity of common stock. These shares were traded at $.65 a share. (b) As of the 20th day of September 1997, the approximate number of record holders of common stock securities of the registrant was 1,461. (c) The registrant has paid no individual with respect to its common stock during the past two years. ITEM 6. SELECTED FINANCIAL DATA The following financial information of Uptowner Inns, Inc., and Subsidiaries is for the years ended June 30, 1997, June 30, 1996, June 30 1995, June 30, 1994, and June 30, 1993, on a scope similar to that set forth in the report included elsewhere in this report. These Summaries should be read in conjunction with the financial statements and related notes included elsewhere in this report. UPTOWNER INNS, INC. SELECTED FINANCIAL DATA 1997 1996 1995 1994 1993 Operating Revenues 1,867,013 2,098,085 2,317,690 2,114,079 2,152,955 Income (Loss) from Operations 74,257 93,835 187,670 (81,046) (67,587) Net Income (Loss) 74,257 89,458 494,600 (81,046) (65,637) Net Income (Loss) per share .05 .06 .31 ( .05) ( .04) Weighted Average Number of Shares 1,583,563 1,583,563 1,583,563 1,583,563 1,583,563 Cash Dividends Per Share - - - - - Total Assets 6,535,810 5,011,385 5,119,107 4,976,461 4,732,530 Long-Term Debt 3,119,901 2,322,279 2,527,941 2,924,973 2,376,002 Revenues increased in 1995 due to marketing tour buses and a generally improved economic clientele. The decline in 1996 resulted from the tour bus increase being temporary and the further decline in 1997 resulted from general business decline and the loss of the Holiday Inn franchise in January 1997. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS REVENUES 1997 1996 1995 Total Revenues $ 1,867,013. $ 2,098,085. $ 2,317,690. Percentage Increase (Decrease) ( 11.0)% ( 9.5)% 9.6% Motor Inn Revenues 1,198,307. 1,322,668. 1,528,981. Percentage Increase (Decrease) ( 9.4)% ( 13.5)% 7.8% Percentage of Total Revenues 64.2% 63.0% 66.0% Food and Beverage 352,279. 435,756 463,231. Percentage Increase (Decrease) ( 19.2)% ( 5.9)% 3.0% Rents 235,986. 233,853. 226,197. Percentage Increase (Decrease) .9% 3.4% 29.0% Motor inn revenue decreased in 1996 due to reductions in bus tours and competion from other facilities. Food and beverage revenues decreased due to fewer guests and increased competition in the area due to more restaurants. Rents increased due to slightly improved occupancy and some rate increases. OPERATING COST AND EXPENSES 1997 1996 1995 1994 Cost of Sales $ 291,619. $ 362,029. $ 397,215. $ 457,974. Percentage increase (decrease) (19.5)% (8.9)% (13.3)% ( 2.9)% Salaries 475,893. 475,637. 489,763. 403,436. Percentage increase (decrease) .1% (2.9)% (21.4)% (8.4)% Advertising 80,171. 117,833. 136,137. 139,974. Percentage increase (decrease) (32.0)% (13.4)% (2.7)% 99.4% Utilities 118,048. 150,454. 142,520. 152,825. Percentage increase (decrease) (21.5)% 5.6% (6.7)% 12.9% Repairs and Maint. 64,610. 66,769. 95,049. 156,963. Percentage increase (decrease) (3.2)% (29.8)% (39.4)% 33.7% Interest 204,798. 222,742. 236,900. 202,215. Percentage increase (decrease) (8.1)% (6.0)% 17.2% (16.1)% Taxes and License 196,937. 197,093. 208,048. 123,811. Percentage increase (decrease) ( .1)% (5.3)% 68.0% (1.9)% Insurance and Other 36,145. 34,912. 45,027. 46,573. Percentage increase (decrease) ( 3.4)% (22.5)% (3.3)% (21.7)% Total Cost and Expenses 1,792,756. 2,004,250. 2,130,020. 2,195,125. Percentage increase (decrease) (10.6)% (5.9)% (3.0)% (1.1)% Cost of sales decreased due to the decrease in the revenues and better management of food and beverage costs. Advertising decreased in 1996 due to the room revenue decrease that affected the change under the Holiday Inn franchise for advertising and further decreased in 1997 due to termination of the franchise in January. Utilities decreased due to the decreased business and the milder weather in the last fiscal year. The registrant has accomplished only needed repairs and maintenance due to the new facility being constructed and some uncertainty as to the use of the current motel property in early 1998. Interest decreased due to the principal reductions. Taxes and license increased in 1995 due to real estate tax changes. Total costs and expenses are consistently decreasing due to the factors affecting the major items (noted above). That is, declining business has been a major factor in the declining costs and expenses. [CAPTION] OTHER INCOME (EXPENSE) 1997 1996 1995 Gain (Loss) on sales of property, plant and equipment $ - $ - $ - Gain (Loss) on disposal of subsidiary $ - - 306,930. INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE FEDERAL INCOME TAXES 1997 1996 1995 $ 76,208. $ 93,835. $ 494,600. INCOME TAXES 1997 1996 1995 Income taxes (benefit) $ - $ 4,377. $ - Effective tax rate - 4.7% - There is no tax benefit for the fiscal years 1994 and 1993 due to the loss and the lack of any taxable income to apply this against. For the year ended June 30, 1996, the Company utilized operating loss carryforwards in the amount of $38,160. to offset taxable income and incurred $4,377. in alternative minimum tax. The Company has a carryforward loss for taxable income until the year 2008. INCOME (LOSS) 1997 1996 1995 $ 74,257. $ 89,458. $ 494,600. The loss of the Holiday Inn franchise for the motor inn and construction in progress of the Holiday Inn Hotel & Suites has had an obvious impact on income resulting in a decrease in revenues of $231,072. in 1997 and decreased costs and expenses of $22,494. resulted in a decrease in Income From Operations of $15,201. in 1997. The sale of the Parkersburg property in August 1994, with the gain of $306,930., had an obvious impact on Income From Operations. The decreased revenues of $219,605. in 1996 and decreased costs and expenses of $125,770. resulted in a decrease in Income From Operations of $400,765. in 1996. [CAPTION] LIQUIDITY AND CAPITAL RESOURCES 1997 1996 Resources available at June 30, 1997 and 1996 Cash $ 245,427. $ 463,998. The registrant had significant reductions in liquidity for each year since 1995 due to the acquisition and development of property for the Holiday Inn Hotel & Suites adjacent to the Huntington Civic Arena. The registrant's accounts payable in 1997 include over $408,000. for costs in the construction project. The inventory activities account for the significant decline in liquidity with over $900,000. of the cash used in investing activities coming from currently available revenues (including the increased accounts payable). The registrant anticipates the liquidity will continue at a below normal level for the next several years, but should show some slight improvement by the last quarter of the current year and into the year following when the new facility is completed. UPTOWNER INNS, INC. AND SUBSIDIARIES PART III Item 10. Directors and Executive Officers of the Registrant The information required by Item 10, Part III, will be set forth in the definitive proxy statement to be filed by the registrant, pursuant to Regulation 14A, under the captions "Election of Directors" and "Executive Officers of the Company" and is incorporated herein by reference. Item 11. Executive Compensation The information required by Item 11, Part III, will be set forth in the definitive proxy statement to be filed by the registrant, pursuant to Regulation 14A, under the caption "Remuneration of Directors and Executive Officers", and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management (a) The registrant has issued only one type of security, namely, common capital stock. The following table sets forth certain information as to the persons and groups who are known to the registrant to be the beneficial owners of more than five percent of its voting securities. Title of Name and Address Amount and Nature of Percent Class of Beneficial Owner Beneficial Ownership of Class Common Violet Midkiff 707,437 Direct and 44.7 922 Eleventh Street Indirect Huntington, West Virginia (b) The following table sets forth certain information as to each class of equity securities of the registrant beneficially owned by all directors and officers of the registrant as a group. Title of Name and Address Amount and Nature of Percent Class of Beneficial Owner Beneficial Ownership of Class Common Arthur J. Huber 30,049 Indirect 1.9 Common James R. Camp 8,371 Direct .5 Common Violet Midkiff 707,437 Direct and 44.7 Indirect Item 12. Security Ownership of Certain Beneficial Owners and Management (Cont'd) Title of Name and Address Amount and Nature of Percent Class of Beneficial Owner Beneficial Ownership of Class Common Louis Abraham 3,656 Direct .2 Common Carl Midkiff 15,311 Direct and 1.0 Indirect Common Olive Hager 21,870 Direct 1.4 Common Six Officers and 786,384 Direct and 49.7 Directors as a Indirect Group (c) There is no arrangement, known to the registrant, the operation of which may at a subsequent date result in a change in control of the registrant. UPTOWNER INNS, INC. AND SUBSIDIARIES ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A)(1) Financial Statements: Uptowner Inns, Inc. and Subsidiaries Opinion of Independent Certified Public Accountant Consolidated Balance Sheets as of June 30, 1997 and 1996 Consolidated Statement of Income for the Year Ended June 30, 1997 and 1996 Consolidated Statement of Stockholders' Equity for the Year Ended June 30, 1997 and 1996 Consolidated Statement of Cash Flows for the Year Ended June 30, 1997 and 1996 Notes to Consolidated Financial Statements Uptowner Inns, Inc. and Subsidiaries Opinion of Independent Certified Public Accountant Consolidated Balance Sheets as of June 30, 1996 and 1995 Consolidated Statement of Income for the Years Ended June 30, 1996 and 1995 Consolidated Statement of Stockholders' Equity for the Years Ended June 30, 1996 and 1995 Consolidated Statement of Cash Flows for the Years Ended June 30, 1996 and 1995 Notes to Consolidated Financial Statements Uptowner Inns, Inc. and Subsidiaries Opinion of Independent Certified Public Accountant Consolidated Balance Sheets as of June 30, 1994 and 1993 Consolidated Statement of Income for the Years Ended June 30, 1994, 1993 and 1992 Consolidated Statement of Stockholders' Equity for the Years Ended June 30, 1994, 1993 and 1992 Consolidated Statement of Cash Flows for the Years Ended June 30, 1994, 1993 and 1992 Notes to Consolidated Financial Statements UPTOWNER INNS, INC. AND SUBSIDIARIES ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A)(2) Schedules: Schedule II -- Accounts Receivable from Related Parties and Underwriters Schedule V -- Property, Plant and Equipment Schedule VI -- Accumulated Depreciation of Property, Plant and Equipment Schedule VIII -- Valuation of Qualifying Accounts Schedule XII -- Mortgage Loans on Real Estate 	 All other schedules are omitted since required information is either not applicable, not deemed material or is shown in the respective financial statements or in the notes thereto. (A)(3) Exhibits: (22) Subsidiaries of Uptowner Inns, Inc.: All other required exhibits are incorporated in the Registration Statement Number 2-90194 of Uptowner Inns, Inc. No reports on Form 8-K have been filed during the period covered by this report. UPTOWNER INNS, INC. AND SUBSIDIARIES ACCOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS Schedule II Column A Column B Column C Column D Column E Column F Other Balance at Changes Balance at Beginning Increase End of Description Period Additions Retirements (Decrease) Period As to Uptowner Inns, Inc. and Subsidiaries: Year ended June 30, 1997 Receivable $ - $ - $ - $ - $ - Year ended June 30, 1996 Receivable $ 5,931. $ - $ 5,931. $ - $ - Year ended June 30, 1995 Receivable $ 1,382. $ 5,931. $ 1,382. $ - $ 5,931. UPTOWNER INNS, INC. AND SUBSIDIARIES PROPERTY, PLANT AND EQUIPMENT Schedule V Column A Column B Column C Column D Column E Column F Other Balance at Changes Balance at Beginning Increase End of Description Period Additions Retirements (Decrease) Period Year Ended June 30, 1997: Land $1,087,921. $ 310,856. $ - $ 155,335. $1,554,112. Building and improvements 5,322,204. - - (332,859). 4,989,345. Furniture and equipment 1,405,036. 21,274. - - 1,426,310. China, glassware and linen 37,458. - - - 37,458. Construction in Progress 143,390. 1,555,026. - (140). 1,698,276. Totals $7,996,009. $1,887,156. $ - $(177,664). $9,705,501. Year Ended June 30, 1996: Land $ 808,921. $ 279,000. $ - $ - $1,087,921. Building and improvements 5,322,204. - - - 5,322,204. Furniture and equipment 1,349,786. 55,250. - - 1,405,036. China, glassware and linen 37,458. - - - 37,458. Construction in Progress - 143,390. - - 143,390. Totals $7,518,369. $ 477,640. $ - $ - $7,996,009. Year Ended June 30, 1995: Land $ 985,437. $ - $ 176,516. $ - $ 808,921. Building and improvements 6,462,612. - 1,092,949. (47,459.) 5,322,204. Furniture and equipment 1,398,888. 43,852. 140,413. 47,459. 1,349,786. China, glassware and linen 37,458. - - - 37,458. Totals $8,884,395. $ 43,852. $ - $1,409,878. $7,518,369. UPTOWNER INNS, INC. AND SUBSIDIARIES ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT Schedule VI Column A Column B Column C Column D Column E Column F Other Balance at Changes Balance at Beginning Additions Retirements Increase End of Description Period At Cost or Sales (Decrease) Period Year Ended June 30, 1997: Building and improvements $2,380,279. $ 168,794. $ - $ (194,168). $2,354,905. Furniture and equipment 1,207,581. 40,634. - - 1,248,215. China, glassware and linen 22,846. - - - 22,846. Totals $3,610,706. $ 209,428. $ - $(194,168). $3,625,966. Year Ended June 30, 1996: Building and improvements $2,205,539. $ 174,740. $ - $ - $2,380,279. Furniture and equipment 1,165,388. 42,193. - - 1,207,581. China, glassware and linen 22,846. - - - 22,846. Totals $3,393,773. $ 216,933. $ - $ - $3,610,706. Year Ended June 30, 1995: Building and improvements $2,978,072. $ 31,062. $ 803,595. $ - $2,205,539. Furniture and equipment 1,159,656. 146,145. 140,413. - 1,165,388. China, glassware and linen 22,846. - - - 22,846. Totals $4,160,574. $ 177,207. $ 944,008. $ - $3,393,773. UPTOWNER INNS, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS Schedule VIII Column A Column B Column C Column D Column E Column F Additions Balance at Charged to Charged to Deductions Balance at Beginning Profit and Other From End of Description Period Loss Accounts Reserves Period As to Uptowner Inns, Inc.: Year ended June 30, 1997: Reserve for doubtful accounts $ 3,000. $ - $ - $ - $ 3,000. Year ended June 30, 1996: Reserve for doubtful accounts $ 3,000. $ - $ - $ - $ 3,000. Year ended June 30, 1995: Reserve for doubtful accounts $ 3,000. $ - $ - $ - $ 3,000. As to Uptowner Inns, Inc. and Subsidiaries: Year ended June 30, 1997: Reserve for doubtful accounts $ 3,000. $ - $ - $ - $ 3,000. Year ended June 30, 1996: Reserve for doubtful accounts $ 3,000. $ - $ - $ - $ 3,000. Year ended June 30, 1995: Reserve for doubtful accounts $ 3,000. $ - $ - $ - $ 3,000. UPTOWNER INNS, INC. AND SUBSIDIARIES NOTES PAYABLE Schedule XII 1997 1996 10% mortgage note due a financial individual, secured by a deed of trust, payable at $733. per month, including interest, until June 2002 $35,043. $40,100. 2% note due City of Huntington, secured by a second deed of trust, payable at $2,024. per month, including interest, until January 2008 231,439. 250,881. 10% note due a financial institution, secured by a deed of trust, payable at $22,568. per month including interest, until February 2004 1,340,087. 1,435,579. Deferred payment note due the City of Huntington, secured by a deed of trust on rental property, payable in full during first five years if property is sold, 20% forgiveness per year in sixth through tenth years, dated September 1989 27,000. 36,000. 7.5% mortgage note, unsecured, payable at $218. per month, including interest, until January 1995 - 22,182. Prime plus 1% installment note due a financial institution, secured by second deed of trust, payable at $1,213. per month, including interest, until September 2002 61,818. 70,278. Prime plus 2% installment note due a financial institution, secured by equipment, payable at $586. per month, including interest, until February 1997 - 5,106. UPTOWNER INNS, INC. AND SUBSIDIARIES NOTES PAYABLE Schedule XII 1997 1996 8.5% note due the Huntington Urban Renewal Authority of Huntington, secured by a deed of trust, payable at $3,825. per month interest only, and final installment of all principal and accrued interest then outstanding due and payable February 2004 540,000. - Prime plus 1% installment note due a financial institution by a credit line deed of trust, payable at $33,901. per month until January 2008 417,809. - 9.25% note due a related company added to their existing note, payable upon pay down to $25,366. in October 2004 25,366. - 5.5% mortgage note due to the West Virginia Housing Development Fund, secured by a deed of trust, payable at $3,070. per month, including interest, until November 2018 463,078. 474,122. Prime plus 1% installment note due a financial institution, secured by a deed of trust, payable at $2,902. per month, including interest, until February 1999 202,934. 218,147. 10% note due an individual, interest payable annually, due December 1993 8,000. 8,000. 10% note due an individual interest payable annually, due December 1993 39,810. 39,810. 3,392,384. 2,600,204. Less current portion 272,483. 277,925. $ 3,119,901. $ 2,322,279. UPTOWNER INNS, INC. AND SUBSIDIARIES Exhibit 22 - Subsidiaries of Uptowner Inns, Inc. * Motel & Restaurant Supply 100% Owned Subsidiary Incorporated in the State of West Virginia * Represents a Corporation which had no activity during fiscal year June 30, 1997 or 1996 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. (Registrant) UPTOWNER INNS, INC. By: Violet Midkiff Violet Midkiff, President November 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, 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: Arthur Huber Arthur Huber, Vice President November 1997 By: James R. Camp James R. Camp, Treasurer and Director November 1997 By: Olive Hager Olive Hager, Secretary and Director November 1997 By: Carl E. Midkiff Carl E. Midkiff, Director November 1997 By: Louis Abraham Louis Abraham, Director November 1997