UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998 Commission File Number: 333-264 Exact name of Registrant as specified in its charter: South Seas Properties Company Limited Partnership State or other Jurisdiction of incorporation or organization: Ohio I.R.S. Employer Identification Number: 59-2541464 Address of Principal Executive Offices: 12800 University Drive, Suite 350 Fort Myers, FL 33907 Registrant?s Telephone Number, including Area Code: (941) 481-5600 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 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES	 NO 	SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP 	FORM 10-Q 	MARCH 31, 1998 	INDEX PAGE NO. COVER LETTER 										 PART I									 		 ITEM 1 FINANCIAL INFORMATION Consolidated Balance Sheets at March 31, 1998 and December 31, 1997							1 Consolidated Statements of Operations for the Three Months Ended March 31, 1997 and 1998						2 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1997 and 1998						3-4 Notes to Consolidated Financial Statements			5-7 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations		8-12 PART II OTHER INFORMATION							13 SIGNATURES										14 EXHIBITS: EXHIBIT 27 - FINANCIAL DATA SCHEDULE EXHIBIT 99.1 - CALCULATION OF WEIGHTED AVERAGE UNITS OUTSTANDING EXHIBIT 10.1 SECOND AMENDMENT (CAPITAL IMPROVEMENTS) TO AMENDED AND RESTATED LOAN AGREEMENT EXHIBIT 10.2 THIRD AMENDMENT (PLANTATION VIEW) TO AMENDED AND RESTATED LOAN AGREEMENT 	SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP 	CONSOLIDATED BALANCE SHEETS 	(In Thousands) 	(unaudited) March 31, December 31, 1998 1997 ASSETS CURRENT ASSETS Cash and cash equivalents $ 2,013 $2,933 Restricted cash 83 144 Accounts receivable, trade 9,433 5,814 Receivables from affiliates - 27 Inventories 1,648 1,714 Prepaid expenses and other 1,941 2,255 Total current assets 15,118 12,887 PROPERTY, PLANT AND EQUIPMENT, net 90,391 87,684 LOAN COSTS, net 4,260 4,386 GOODWILL, net 6,839 6,942 OTHER ASSETS 4,374 3,484 Total assets $120,982 $115,383 LIABILITIES AND PARTNERS' CAPITAL DEFICIENCY CURRENT LIABILITIES Current maturities of notes and mortgages payable $ 1,963 $1,500 Payables to affiliates 290 - Accounts payable 6,404 4,986 Accrued expenses 2,980 1,767 Accrued payroll and related 2,346 3,772 Customer deposits 4,318 5,297 Deferred revenue 1,850 1,949 Total current liabilities 20,151 19,271 NOTES AND MORTGAGES PAYABLE, less current maturities 67,273 70,163 BONDS PAYABLE 43,500 43,500 OTHER LONG-TERM OBLIGATIONS 1,305 1,305 COMMITMENTS AND CONTINGENCIES - - PARTNERSHIP UNITS SUBJECT TO REDEMPTION 825 825 MINORITY INTERESTS 59 30 PARTNERS' CAPITAL DEFICIENCY (12,131) (19,711) Total liabilities and partners' capital deficiency $120,982 $115,383 The accompanying unaudited notes are an integral part of these unaudited consolidated financial statements. 	SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP 	CONSOLIDATED STATEMENTS OF OPERATIONS 	(In Thousands, except per unit data) 	(unaudited) Three Months Ended March 31 1998 1997 Revenues Rooms $25,878 $24,932 Food and beverage 6,440 6,178 Retail 1,756 1,905 Golf 1,492 1,406 Spa and fitness 750 697 Other 5,099 4,644 Total revenues 41,415 39,762 	 Expenses Rooms 4,650 4,539 Food and beverage 4,772 4,448 Retail 1,263 1,300 Golf 300 378 Spa and fitness 433 367 Other 1,846 1,690 Condominium lease and rental expenses 6,189 6,102 Sales and marketing 1,753 1,869 Maintenance and grounds 1,590 1,504 General and administrative - resort properties 4,725 4,940 General and administrative - corporate overhead 1,024 913 Depreciation and amortization 2,227 2,005 Total expenses 30,772 30,055 Income before non-operating items 10,643 9,707 Interest expense (2,582) (2,625) Minority interests (30) (22) Net income $ 8,031 $ 7,060 Net income per unit, basic $ 1.78 $ 1.59 Net income per unit, diluted $ 1.05 $ .95 Weighted average units outstanding 4,515 4,427 The accompanying unaudited notes are an integral part of these unaudited consolidated financial statements. 	SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP 	CONSOLIDATED STATEMENTS OF CASH FLOWS 	Page 1 of 2 (In Thousands) (unaudited) Three Months Ended March 31 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers and others $ 36,718 $ 37,930 Cash paid to suppliers, employees and affiliates (27,024) (26,071) Interest paid (2,528) (2,541) Net cash provided by operating activities 7,166 9,318 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures/purchase of assets (4,537) (2,276) Loans to affiliates, net of repayments 317 (50) Purchase of resort property assets - (3,411) Option payments (307) - Acquisition costs and deposits (569) - Change in restricted cash/marketable securities 61 112 Net cash used by investing activities (5,035) (5,625) CASH FLOWS FROM FINANCING ACTIVITIES: Deferred loan costs (172) (139) Principal payments, long-term debt (550) (444) Principal payments, under capital lease obligations (57) (68) Distributions to partners (452) (329) Distributions to minority unit holders - (16) Principal payments under revolving line of credit (4,500) (4,000) Draws under line of credit 500 500 Proceeds from long-term debt 2,180 - Net cash used by financing activities (3,051) (4,496) Net decrease in cash (920) (803) Cash and cash equivalents, beginning of period 2,933 6,459 Cash and cash equivalents, end of period $ 2,013 $ 5,656 (continued) The accompanying unaudited notes are an integral part of these unaudited consolidated financial statements. SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS Page 2 of 2 (In Thousands) (unaudited) Three Months Ended March 31 1998 1997 RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net income $ 8,031 $ 7,060 Adjustments to reconcile net income to net cash provided by operating activities Depreciation/amortization expense 2,227 2,005 Minority interest 30 22 Changes in assets and liabilities (Increase) decrease in: Accounts receivable, net (3,619) (710) Inventories 66 (77) Prepaid expenses and other assets 304 46 Increase (decrease) in: Accounts payable 1,652 539 Accrued expenses (447) 1,508 Customer deposits (979) (779) Deferred revenues (99) (296) Total adjustments (865) 2,258 Net cash provided by operating activities $7,166 $9,318 Supplemental schedule of noncash investing and financing activities: In January, 1997 South Seas acquired the Seaside Inn on Sanibel Island, Florida for $6.5 million. In connection with the acquisition, South Seas assumed liabilities of $2.5 million. The accompanying unaudited notes are an integral part of these unaudited consolidated financial statements. Note 1. Basis of Presentation In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary (consisting of only normal recurring adjustments) to present fairly South Seas Properties Company Limited Partnership ("South Seas") consolidated financial position as of March 31, 1998 and December 31, 1997 and the consolidated results of its operations for the three months then ended and its consolidated cash flows for the three months ended March 31, 1997 and 1998. The results of operations for the three month period ended March 31, 1998 are not indicative of the results to be expected for the full year due to the seasonality of the business operation. For further information, refer to the audited consolidated financial statements and notes thereto, included in South Seas' 10-K report. Certain amounts in the financial statements have been reclassified to conform with the current presentation. These reclassifications had no effect on the results of operations previously reported. The consolidated balance sheet at December 31, 1997 has been derived from the audited financial statements at that date but does not include all disclosures required by generally accepted accounting principles. Refer to South Seas annual 10-K report for complete footnote disclosure. Note 2. Computation of Earnings Per Unit Basic net income per unit is computed by dividing net income by the weighted average number of partnership units outstanding during the period. Accordingly, units outstanding for per unit purposes could be lower than actual units issued and outstanding at period end. Income per unit assuming dilution is computed by dividing net income by the weighted average number of units outstanding, increased by assumed conversion of other potentially dilutive securities during the period. Potentially dilutive units which have been included in the diluted per unit calculation were 4,143 in both 1997 and 1998, derived from the assumed conversion of convertible bonds. Unit options issued under the Incentive Plan were not assumed exercised in 1997 or 1998 due to their exercise price not exceeding market value. Note 3. Revolving Credit Line In connection with the $40 million revolving line of credit with Credit Lyonnais, New York Branch, South Seas had available $16.4 million and $15.0 million at March 31, 1997 and 1998, respectively. South Seas applies surplus seasonal working capital or draws working capital based on seasonal needs to reduce or increase the outstanding revolving loan balance. Note 4. Acquisition In March 1998, South Seas purchased a 9,233 square foot retail shopping center, adjacent to South Seas Plantation, for $2.9 million. This purchase was primarily financed with the proceeds of a new loan in the amount of $2.18 million. The note bears interest at LIBOR plus 225 to 300 basis points (the spread is determined by loan covenants relating to South Seas financial performance each quarter). Interest is due monthly, quarterly principal payments are $37 in 1999, $44 in 2000, two quarterly payments of $51 each in 2001, with a ballooning maturity balance of $1.75 million. Note 5. Recently Issued Accounting Pronouncements SFAS 130, Reporting Comprehensive Income, is effective for fiscal years beginning after December 15, 1997. This Statement establishes standards for reporting and display of comprehensive income and its components in a full set of general purposes financial statements. This Statement requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. At March 31, 1998 South Seas had no items that qualified under this pronouncement and therefore no change occurred in its reporting practices. SFAS 131, Disclosures about Segments of an Enterprise and Related Information, effective for fiscal years beginning after December 15, 1997, establishes standards for reporting information about operating segments in annual financial statements and interim financial reports issued to unitholders. Generally, certain financial information is required to be reported on the basis that is used internally for evaluating performance of and allocation of resources to operating segments. Management has reviewed the criteria for segment reporting and has determined no such segmentation is applicable to its operations. Note 6. Subsequent Events 		On May 1, 1998, South Seas entered into a ten-year lease agreement on the Best Western Pink Shell Resort on Ft. Myers Beach. The lease requires annual minimum rental payments of $2.2 million, plus a percentage rent based on property revenues at various tiers. Terms of the agreement include South Seas (through its wholly owned subsidiary) purchasing $2.0 million of the existing furniture and fixtures (to be used in the operation of the resort) and maintaining a net worth of $2.0 million, $1.9 million of which is in the form of a guarantee from South Seas. Due to the timing of the transaction, the remaining 1998 rental payments have been set at $211 per month with no percentage rent from the date of closing. Regular lease terms become effective January 1, 1999. Note 6. Subsequent Events continued 		On April 15, 1998 South Seas publicly announced that it had entered into an agreement with CapStar Hotel Company (CapStar), under which CapStar and its affiliates will acquire substantially all of South Seas assets. Under the terms of the agreement, South Seas is obligated to make a tender offer for all of its outstanding 10% subordinated Notes due April 15, 2003 and to solicit the consent of the Noteholders to certain modifications to the existing provisions of the Indenture governing the Notes. PART I - FINANCIAL INFORMATION Item 2 -	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with ?Selected Historical Financial Data,? ?Selected Consolidated Financial Data? and the audited consolidated financial statements for South Seas and the notes thereto appearing in the annual 10-K report for the year ended December 31, 1997. GENERAL South Seas Properties Company Limited Partnership ("South Seas") is one of the largest owners and operators of upscale beachfront destination resorts and hotels in Florida. South Seas owns seven resort and hotel properties, plus an 18 hole golf course, and manages one additional resort property, (collectively referred to as the "Properties"), all located on Sanibel, Captiva, Estero and Marco Islands off Southwest Florida's gulf coast. South Seas, through its 99% owned subsidiary, South Seas Resorts Company Limited Partnership (?Management Company"), leases and operates a resort and spa located on Tampa Bay, Florida. The Properties are designed to appeal to families, leisure and retired travelers and business groups. The Properties range in size and style from the 552-unit South Seas Plantation resort on Captiva Island, to the 269 unit, 11 story Marco Radisson, to the 30-unit Song of the Sea Inn, a bed-and-breakfast located on Sanibel Island. By offering a wide variety of price points and vacation experiences, South Seas is able to appeal to a broad section of the vacation market. The Properties offer a combined total of approximately 1,700 condominium and hotel units, consisting of approximately 2,300 guestrooms, including luxurious beach homes, fully equipped condominiums, suites, cottages and hotel rooms. South Seas owns and operates The Dunes Golf and Tennis Club on Sanibel Island, which features an 18-hole, par 70 golf course, seven soft surface tennis courts, full banquet and restaurant facilities and other amenities. Guests staying at any of the Properties have access to the amenities and vacation activities offered at all of the Properties. South Seas believes that this feature, combined with the Properties' attractive locations, enhances customer satisfaction and guests' perceptions of value. Overall management and marketing of the Properties is coordinated through the Management Company, which is headquartered in Fort Myers. The day-to-day operation of each Property is the responsibility of an on-site general manager. Management functions provided on a centralized basis include marketing, reservations, human resources, property renovation and development, management information systems, finance and accounting. By providing these functions on a centralized basis, South Seas is able to achieve improved results on a more cost-effective basis. Marketing of the Properties is accomplished through a combination of South Seas' own sales force and arrangements with both national and international representatives. SEASONALITY Properties owned or operated by South Seas are affected by normally recurring seasonal patterns. Room rates are substantially higher and occupancy is somewhat higher during the months of January, February, March and April than during the remainder of the year. Approximately 45% of South Seas' revenues are earned in the first four months of each year. Accordingly, South Seas' typically reports lower revenue and net income in the second, third and fourth calendar quarters. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1997 Revenues. Revenues consist principally of room rentals, food and beverage sales, retail sales, spa and fitness revenues, and golf course operations. Other revenue includes marina operations, long distance telephone charges, management fees from non-consolidated entities, fees for the use of recreation facilities, commissions from realty sales, interest income and other miscellaneous items. Revenues for the three months ended March 31, 1998 increased by approximately $1.7 million, or 4.2% over the prior period. Rooms revenues increased by approximately $946,000, or 3.8% over the prior period. The increase in room revenues resulted from an increase in the average daily rate ("ADR") and a slight increase in the percentage of occupancy. Occupancy percentage increased to 80.6% for the three months ended March 31, 1998 from 80.4% for the same period in 1997. The increase in ADR reflects South Seas? efforts to maximize revenue per available room (?REVPAR?), during peak demand periods. Food and beverage revenues for the three months ended March 31, 1998 increased by $262,000, or 4.2% over the same period in 1997. Approximately $122,000 or 46.4% of the increase was due to increased food and beverage sales at Safety Harbor Resort and Spa (?Safety Harbor?). Marco Radisson also experienced strong growth in food and beverage sales, increasing by $172,000 or 25.0% over the prior period, primarily due to an increase in room nights in the group market segment and therefore higher banquet revenues. 	Retail revenues decreased by $149,000 or 8.5% from the prior period. Management believes two factors influenced this decline: poor weather and an amenity access charge program. In 1998, Southwest Florida experienced significantly more days of rain during the peak season time frame than in the prior period. Poor weather means fewer guests frequenting retail outlets on-site and greater propensity to spend time off-site at major shopping outlets and malls. In addition, at South Seas Plantation, an amenity access program was instituted to restrict charge privileges to registered guests only. Other revenues for the three months ended March 31, 1998 increased by $455,000, or 9.8% over the prior period. Approximately $267,000 or 58.7% of the total increase was recognized at South Seas Plantation. Marked growth was experienced in several areas including deposit forfeitures, long distance telephone fees and group recreation programs. Also at South Seas Plantation, a per person per night service charge policy was implemented to cover a variety of previously individually charged services and products. Another individual increase of approximately $145,000 was experienced in commissions from real estate closings. Expenses. Total expenses for the three months ended March 31, 1998 increased by approximately $717,000, or 2.4% over the prior period. As a percentage of revenues, expenses decreased from 75.6% to 74.3%. Analysis of major financial line items follows: Room expenses for the three months ended March 31, 1998 increased by $111,000 or 2.5% over the prior period. As a percentage of room revenues, room expenses decreased slightly from 18.2% to 18.0%, primarily due to the elimination of one senior level management position at the central reservations facility. 	Sales and marketing costs for the three months ended March 31, 1998 decreased by $116,000 or 6.2% over the prior period. As a percentage of total revenues, sales and marketing decreased from 4.7% in the three months ended March 31, 1997 to 4.2% for the three months ended March 31, 1998. Included in the March 31, 1998 results are approximately $452,000 of marketing/media rebates. This unusual, non-recurring reduction in expense is due to an independent audit of circulation of specific directory publications over the previous seven year period. Circulation totals were below guaranteed levels at the time of placement, therefore, these rebates (per contract) are being refunded. South Seas management has decided to maintain their current marketing budgets for 1998, therefore, this should be a positive variance to the prior period throughout 1998. Depreciation and amortization expense for the three months ended March 31, 1998 increased by $222,000 or 11.1% over the prior period. As a percentage of revenues, depreciation and amortization expense increased from 5.0% at March 31, 1997 to 5.4% at March 31, 1998. The increase in dollars and percentage is primarily a result of depreciation on recent renovations and capital improvements. Net Income. As a result of the foregoing factors, net income for the three months ended March 31, 1998 increased by $971,000 or 13.8% compared to the prior period. LIQUIDITY AND CAPITAL RESOURCES South Seas has historically financed its operations and capital expenditures through a combination of cash generated from operations, bank borrowings, borrowings from private investors, bond offerings and short-term credit facilities. On March 28, 1996, South Seas completed the public offering of $43,500,000 of its 10% subordinated notes as offered in the Form S-1 Registration Statement ("Notes Offering"). The terms of the Notes provided for the payment of interest monthly at 10%, and with no principal reduction until maturity on April 15, 2003. The Notes are non-callable during the first four years of the term then become redeemable, in whole or in part, at the option of South Seas at various redemption prices (108.24% to 112.62% of principal) during or after the year 2000. Subsequent to the occurrence of certain events, the holders of Notes will be offered the opportunity to convert the Notes at an exchange rate of $12 per partnership unit (subject to adjustment in certain circumstances). Upon the stated maturity of the Notes, holders of Notes will be offered the opportunity to convert the Notes at an exchange rate of $10.50 per unit (subject to adjustment in certain circumstances). In December, 1996, South Seas obtained an irrevocable, transferable letter of credit in an amount not to exceed $3.26 million, for use as a replacement for a reserve fund established in connection with the Notes Offering. No amounts had been drawn as of March 31, 1998. As of March 31, South Seas has requested a release of the letter of credit from the Trustee, having satisfied the conditions in the indenture to accomplish the release. On April 15, 1998, South Seas publicly announced that it had entered into an agreement with CapStar Hotel Company (CapStar), under which CapStar and its affiliates will acquire substantially all of South Seas assets. In connection with the announced transaction, South Seas will make a tender offer for all of its outstanding 10% subordinated Notes due April 15, 2003 and to solicit the consent of the noteholders to certain modifications to the existing provisions of the Indenture governing the Notes. On March 31, 1998, South Seas had cash and cash equivalents of approximately $2.0 million, and restricted cash of $83,000. Cash and cash equivalents decreased by $920,000 during the three months ended March 31, 1998. Cash flow from operations was approximately $7.2 million for the three months ended March 31, 1998 as compared to $9.3 million in the prior period. Cash flow from operations was temporarily negatively impacted by an increase of approximately $2.0 million in accounts receivable at March 31, 1998 over the prior period. This was a timing issue on collections and reversed in April 1998. South Seas? other major source of cash in the 1998 period was proceeds of long- term debt of approximately $2.2 million for the purchase of a retail shopping center adjacent to South Seas Plantatation. This strategic location provides South Seas the opportunity to increase its retail opportunities, as well as, increasing available on-site facilities by moving certain operations. South Seas? major uses of cash during the 1998 period were principal payments on outstanding debt of approximately $4.6 million (net of draws), combined capital expenditures and acquisition/option payments of approximately $5.4 million, and distributions to partners of approximately $452,000. South Seas is not currently a party to any legal proceeding which, in Management?s opinion, is likely to have a material adverse effect on its operating results or financial position. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS 	SFAS 130, Reporting Comprehensive Income, is effective for fiscal years beginning after December 15, 1997. This Statement establishes standards for reporting and display of comprehensive income and its components in a full set of general purposes financial statements. This Statement requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. At March 31, 1998 South Seas had no items that qualified under this pronouncement and therefore no change occurred in its reporting practices. 	SFAS 131, Disclosures about Segments of an Enterprise and Related Information, effective for fiscal years beginning after December 15, 1997, establishes standards for reporting information about operating segments in annual financial statements and interim financial reports issued to unitholders. Generally, certain financial information is required to be reported on the basis that is used internally for evaluating performance of and allocation of resources to operating segments. Management has reviewed the criteria for segment reporting and has determined no such segmentation is applicable to its operations. 	SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP PART II - OTHER INFORMATION Item 1. Legal Proceedings Not applicable Item 2. Change in Partnership Units Not applicable Item 3. Defaults upon Senior Securities Not applicable Item 4. Submission of Matters to a Vote of Security Holders Not applicable Item 5. Other Information Not applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit I - Weighted Average Units Outstanding (b) Reports on Form 8-K Not applicable 	SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP SIGNATURES March 31, 1998 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. ROBERT M. TAYLOR					RICHARD E. KRICHBAUM CHAIRMAN OF T&T RESORTS, L.C. VICE PRESIDENT OF FINANCE GENERAL PARTNER OF S.S. RESORT MANAGEMENT L.C. SOUTH SEAS PROPERTIES				GENERAL PARTNER OF COMPANY LIMITED PARTNERSHIP			SOUTH SEAS RESORTS (SIGNATURE)						COMPANY, L.P. MAY 15, 1998 (SIGNATURE) MAY 15, 1998 TIMOTHY R. BOGOTT				VIRGINIA S. BROOKS PRESIDENT						CORPORATE CONTROLLER S.S. RESORT MANAGEMENT, L.C.		S.S. RESORTMANAGEMENT, GENERAL PARTNER OF SOUTH SEAS		L.C. RESORTS COMPANY, L.P. GENERAL PARTNER OF SOUTH (SIGNATURE) SEAS RESORTS COMPANY, L.P. MAY 15, 1998					(SIGNATURE) MAY 15, 1998