FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-8639
CONSOLIDATED CAPITAL GROWTH FUND
(Name of small business issuer in its charter)
California 94-2382571
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interests
(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 of 1934 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. Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $11,262,000
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1995. $9,522,363
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
Item 1. Description of Business
Consolidated Capital Growth Fund (the "Partnership" or "Registrant") was
organized on December 20, 1976, as a limited partnership under the California
Uniform Limited Partnership Act. On February 25, 1977, the Partnership
registered with the Securities and Exchange Commission ("SEC") under the
Securities Act of 1933 (File No. 2-57960) and commenced a public offering for
sale of $50 million of Limited Partnership Units ("Units"). The Units represent
equity interests in the Partnership and entitle the holders thereof to
participate in certain allocations and distributions of the Partnership. The
Partnership subsequently filed a Form 8-A Registration Statement with the SEC
and registered the Units under the Securities Exchange Act of 1934 (file No. 0-
8639) on March 30, 1978. The sale of Units closed on October 10, 1978, with
49,196 Units sold at $1,000 each, or gross proceeds of $49.2 million to the
Partnership.
Upon the Partnership's formation in 1976, five individuals were the
general partners of the Partnership. These individuals were all shareholders of
Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation. As
a result of a succession of agreements, CCEC became the Partnership's Managing
Agent. In 1988, through a series of transactions, Southmark Corporation
("Southmark") acquired controlling interest in CCEC. In December 1988, CCEC
filed for reorganization under Chapter 11. In 1990, as part of CCEC's
reorganization plan, ConCap Equities, Inc., a Delaware Corporation ("CEI" or
"General Partner"), acquired CCEC's interest as Managing Agent in the
Partnership and its general partner interests in 15 other affiliated public
limited partnerships (the "Affiliated Partnerships") and was elected general
partner in all 16 partnerships. The selection of CEI as the sole general
partner of the Partnership was approved by a majority of the Limited Partners on
August 10, 1990. As part of this solicitation, the Limited Partners also
approved the conversion of the five individual general partners from general
partners to special limited partners and an amendment to the Partnership
Agreement to limit changes of control of the Partnership thereby leaving CEI as
the sole general partner of the Partnership.
All of CEI's outstanding stock was owned by GII Realty, Inc. In December
1994, the parent of GII Realty, Inc., entered into a transaction (the "Insignia
Transaction") in which, among other things, MAE-ICC, Inc., a wholly owned
subsidiary of Metropolitan Asset Enhancement, L.P. ("MAE"), an affiliate of
Insignia Financial Group, Inc. ("Insignia") acquired an option (exercisable in
whole or in part from time to time) to purchase all of the stock of GII Realty,
Inc. and, pursuant to a partial exercise of such option, acquired 50.5% of that
stock. As a part of the Insignia Transaction, MAE-ICC, Inc. also acquired all
of the outstanding stock of Partnership Services, Inc., an asset manager and
Insignia acquired all of the outstanding stock of Coventry Properties, Inc., a
property manager. In addition, confidentiality, non-competition, and standstill
arrangements were entered into between certain of the parties. Those
arrangements, among other things, prohibit GII Realty's former sole shareholder
from purchasing Partnership Units for a period of three years. On October 24,
1995, MAE-ICC, Inc. exercised the remaining portion of its option to purchase
all of the remaining outstanding capital stock of GII Realty, Inc. held by
Gordon Realty, Inc. Pursuant to the terms of the option, MAE-ICC, Inc. acquired
the remaining 49.5% of the outstanding capital stock of GII Realty, Inc.
The Partnership currently owns and operates four apartment complexes,
ranging in age from 23 to 26 years old and principally located in the
southeastern United States. All but one of these properties, the Breckenridge
Square Apartments, located in Louisville, Kentucky, were previously sold and
have been reacquired by the Partnership after the borrowers were unable to
perform under the terms of their note agreements. The four properties
comprising the Partnership's real estate portfolio are budgeted to generate cash
flow, after recurring replacements, capital improvements, and debt service in
1996 in excess of the cash flow generated by these properties in 1995.
CCGF Associates, Ltd. ("CCGF Associates"), the wholly-owned limited
partnership that held title to the Forest Hills Apartments filed for protection
under Chapter 11 of the U.S. Bankruptcy Code ("Chapter 11") in May 1992. During
the first quarter of 1994, CCGF Associates filed a first amendment to the Plan
of Reorganization with the Bankruptcy Court, and in May 1994, the Plan of
Reorganization was approved. The Plan of Reorganization provided for a
reduction of the lender's allowed claim from in excess of $6.5 million,
including accrued interest, to $5.8 million, required that CCGF Associates make
a $1 million principal paydown in May 1994, provided for a reduction of the
interest rate on the remaining $4.8 million note at 7.5% and extended the
maturity date until April 16, 1995. The Partnership recognized an extraordinary
gain of approximately $189,000 on the early extinguishment and modification of
indebtedness pursuant to the Plan of Reorganization.
In February 1995, the General Partner, on behalf of the Partnership, sold
the Forest Hills Apartments for a gross sales price of $8.25 million. The
Partnership realized a net gain of approximately $3.7 million on the sale after
repayment of approximately $4.4 million of debt and related closing and other
costs.
The Ridgmar Square Apartments secured a mortgage note and accrued interest
aggregating approximately $6.3 million at September 30, 1994 financed by the
U.S. Department of Housing and Urban Development ("HUD"). Operating cash flow
from the Ridgmar Square Apartments did not support the scheduled debt payment
and the property was leveraged in excess of its economic value. As a result, in
September 1991, the Partnership suspended scheduled debt service payments.
During 1994, the Partnership had paid excess cash flow to HUD totaling $298,000.
The General Partner informed HUD that it would cooperate with HUD's planned sale
of the property, and in October 1994, the Property was foreclosed upon by HUD.
The Partnership recognized a net gain of approximately $2.7 million on the
property disposition and extinguishment of debt in October 1994.
The Partnership also held a nonrecourse note receivable collateralized by
the Camelot East Apartments. The note receivable had an original face amount of
$860,000 and a stated interest rate of 10%. The related note receivable
discount, recorded to reflect mortgage interest at the market rate prevailing
when the Partnership accepted the note, was based on an imputed rate of 11.12%.
In October 1993, the General Partner entered into an extension agreement with
the borrower on the note receivable. Under the terms of the agreement, the
note's original principal amount was modified to $917,000, the note's original
maturity in October 1993 was extended to February 1994, and the borrower was
required to make a principal payment of approximately $157,000. In April 1994,
in consideration for an additional $10,000 principal payment, the General
Partner extended the maturity. In September 1994, the Partnership received
approximately $750,000 in full satisfaction of the note agreement at par.
A further description of the Partnership's business is included in
Management's Discussion and Analysis or Plan of Operation included in Item 6 of
this Form 10-KSB.
The Registrant has no employees. Management and administrative services
are performed by CEI, the General Partner, and by Insignia Management Group,
L.P., an affiliate of Insignia Financial Group, Inc. ("Insignia"), an affiliate
of the General Partner. Pursuant to a management agreement between them,
Insignia Management Group, L.P. provides property management services to the
Registrant.
The real estate business in which the Partnership is engaged is highly
competitive and the Partnership is not a significant factor in this industry.
The Registrant's property is subject to competition from similar properties in
the vicinity in which the property is located. In addition, various limited
partnerships have been formed by the General Partner and/or its affiliates to
engage in business which may be competitive with the Registrant.
Item 2. Description of Properties
The following table sets forth the Registrant's investments in properties:
Date of
Property Purchase Type of Ownership Use
Breckinridge Square Apartments 10/78 Fee ownership, subject Apartment
Louisville, Kentucky to first mortgage. 294 units
Churchill Park Apartments 05/90 Fee ownership, subject Apartment
Louisville, Kentucky to first mortgage. 385 units
The Lakes Apartments 05/88 Fee ownership, subject Apartment
Raleigh, North Carolina to first mortgage. 600 units
Tahoe Springs Apartments 11/87 Fee ownership subject Apartment
Miami, Florida to first and second 368 units
mortgages.
Schedule of Properties:
(in thousands)
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Breckinridge Square
Apartments $ 7,199 $ 4,932 5-22 yrs S/L $ 2,580
Churchill Park
Apartments 7,942 2,869 5-20 yrs S/L 4,442
The Lakes
Apartments 13,175 6,304 5-19 yrs S/L 8,700
Tahoe Springs
Apartments 11,487 4,684 5-20 yrs S/L 9,041
Total $39,803 $18,789 $24,763
</TABLE>
See "Note A" to the financial statements in "Item 7." for a description of
Partnership's depreciation policy.
Schedule of Mortgages:
(in thousands)
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1995 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Breckinridge Square
1st mortgage $ 6,000 6.95% (1) 12/1/05 $ 6,000
Churchill Park
1st mortgage 6,450 6.95% (1) 12/1/05 6,450
The Lakes
1st mortgage 12,240 6.95% (1) 12/1/05 12,240
Tahoe Springs
1st mortgage 570 8.5% 25 yrs 9/1/98 --
2nd mortgage 744 9.0% 27 yrs 3/1/03 --
26,004
Less unamortized
discounts (96)
Total $25,908
<FN>
(1) Payments are interest only.
</TABLE>
Average Annual Rental Rate and Occupancy:
Average Annual Average Annual
Rental Rates Occupancy
Property 1995 1994 1995 1994
Breckinridge Square $6,617/unit $6,461/unit 93% 93%
Churchill Park 6,094/unit 5,775/unit 94% 94%
The Lakes 6,503/unit 6,006/unit 93% 94%
Tahoe Springs 7,227/unit 7,220/unit 94% 92%
As noted under "Item 1. Description of Business," the real estate industry is
highly competitive. All of the properties of the partnership are subject to
competition from other residential apartment complexes in the area. The General
Partner believes that all of the properties are adequately insured. The
multifamily residential properties' lease terms are for one year or less. No
residential tenant leases 10% or more of the available rental space.
Real estate taxes and rates in 1995 for each property were (in thousands):
1995 1995
Billing Rate
Breckinridge Square $ 96 0.59%
Churchill Park 85 0.94%
The Lakes 159 1.25%
Tahoe Springs 328 2.29%
Item 3. Legal Proceedings
The Partnership is unaware of any pending or outstanding litigation that is
not of a routine nature. The General Partner believes that all such matters are
adequately covered by insurance and will be resolved without a material adverse
effect on the business, financial condition, results of operations, or liquidity
of the Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
On September 25, 1995, the General Partner proxied the Limited Partners to
modify the Partnership Agreement with regards to long term debt restrictions.
The Proposal would permit the General Partner to explore an expanded array of
property refinancing options by modifying the leverage limitations to provide
that, with respect to any refinanced properties, the maximum aggregate
indebtedness may equal 80% of the aggregate fair market value of all refinanced
properties, as determined by the lender as of the date of refinancing and
eliminating the restrictions requiring that the Partnership's aggregate
financing of its properties be comprised of no more than 10% in second
mortgages, no more than 40% in first mortgages with 30-year amortization and
balloon payments due in no less than 20 years, and at least 50% in fully
amortizing mortgages.
The unit holders voted 70% in favor of the matter, 4% opposed or abstained
and 26% did not respond. With a majority of the outstanding units approving the
proposal, the proposal was adopted.
PART II
Item 5. Market for Partnership Equity and Related Partner Matters
As of December 31, 1995, there was minimal trading of the Units in the
secondary market establishing a high and low value of $317 and $305,
respectively, per Unit as quoted in the January 1996 Stanger Report. There are
3,024 holders of record owning an aggregate of 49,196 Units. Distributions of
$25,609,318 were made in 1995, while no distributions were made during 1994.
Future distributions will depend on the levels of cash generated from
operations, refinancings, property sales and the availability of cash reserves.
At this time, the General Partner anticipates that cash distributions will be
made during fiscal year 1996.
Item 6. Management's Discussion and Analysis or Plan of Operation
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership's net income as shown in the financial statements for the
year ended December 31, 1995, was $5,079,000 versus net income of $4,495,000 for
the same period of 1994. The increase in net income for the year ended December
31, 1995, is primarily due to the recognition of a $3,693,000 gain on the sale
of the Forest Hills Apartment complex. Rental income decreased for the year
ended December 31, 1995, as a result of the sale of Forest Hills in February
1995, and the foreclosure on the Ridgmar Square Apartment complex by the U.S.
Department of Housing and Urban Development ("HUD") in October 1994. Interest
and dividend income on investments decreased due to a decrease in securities
available for sale in the year ended December 31, 1995, versus the year ended
December 31, 1994. All securities available for sale except the Southmark stock
were liquidated prior to March 31, 1995, to facilitate the $5,449,000
distribution paid to the limited partners in March 1995. (See further
discussion below.)
In addition, operating, depreciation, and interest expense decreased during
the year ended December 31, 1995, as compared to the year ended December 31,
1994. The decrease in these expenses are the result of the disposition of
Ridgmar Square Apartments and the Forest Hills Apartments. General and
administrative expenses increased during the year ended December 31, 1995, as
compared to the year ended December 31, 1994, due to the payment of penalties
and interest on the 1993 taxes due for income generated by The Lakes. Also
contributing to the increase in general and administrative expenses was an
increase in reimbursements for services of affiliates during the year ended
December 31, 1995, compared to the year ended December 31, 1994, due to
increased expense reimbursements related to the combined efforts of the Dallas
and Greenville offices during the transition period for the year ended December
31, 1995. Partnership management fees of $613,000 were incurred in connection
with the distributions to the limited partners. The Limited Partnership
Agreement ("Agreement") provides for a fee equal to 9% of the total
distributions made to the limited partners from "cash available for
distribution" to the limited partners (as defined in the Agreement) to be paid
to the General Partner for executive and administrative management services. No
such fee was incurred in the year ended December 31, 1994, as no distributions
were made to the limited partners. Other income has decreased as a result of
the receipt of approximately $77,000 in cash and stock in March 1994 as partial
recovery of claims against Southmark Corporation's Chapter 11 bankruptcy
proceeding which was included in other income for the year ended December 31,
1994. No additional judgements were granted on the Partnership's claims in
1995. The loss on disposal of property was the result of roof write-offs at
three of the investment properties due to ongoing roof repairs. The
extraordinary gain on early extinguishment of debt is the result of a partial
forgiveness of debt by the mortgage holder at the time the Forest Hills
Apartment complex was sold.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of
this plan the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At December 31, 1995, the Partnership had unrestricted cash of $4,717,000
versus $2,358,000 at December 31, 1994. Net cash provided by operating
activities decreased in 1995 due to a decrease in 1995 cash flows from operating
activities excluding changes in assets and liabilities due to the foreclosure of
Ridgmar Square Apartments in October 1994 and the sale of Forest Hills
Apartments in February 1995. Additionally, cash provided by operating
activities decreased due to a decrease in other liabilities which is the result
of a decrease in accrued taxes. Net cash provided by investing activities
increased due to cash received from securities available for sale and the
proceeds from the sales of Forest Hills Apartments. While the Partnership
received $24,690,000 in proceeds from long-term borrowings, net cash used in
financing activities increased due to the payment of distributions and the
repayment of the mortgage note payable with the proceeds from the sale of Forest
Hills Apartments.
The Partnership has no material capital programs scheduled to be performed
in 1996, although certain routine capital expenditures and maintenance expenses
have been budgeted. These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations or is received from the
capital reserve account.
The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
General Partner successfully refinanced Breckinridge Square, Churchill Park, and
The Lakes in December 1995, which generated approximately $18,912,000 in net
refinancing proceeds, and made a special distribution of $15,910,000 to the
limited partners. A matching distribution of approximately $2,590,000 was made
to the General Partner. The remainder of the refinancing proceeds will be used
to pay off the $1,314,000 debt due on Tahoe Springs in March of 1996. A
distribution of $5,449,000 or $110.77 per Unit was made to the limited partners
in March 1995. A matching distribution of $60,000 was made to the General
Partner. Also, during the third quarter of 1995, the Partnership distributed
$1,363,000 or $27.71 per Unit, to the limited partners. The General Partner
received a matching distribution of $14,000. During the third and fourth
quarters of 1995, the Partnership paid $221,000 to the North Carolina Department
of Revenue for withholding taxes related to income generated by the
Partnership's investment property located in North Carolina. These taxes have
been treated as a distribution to the limited partners. The General Partner
received a distribution of approximately $1,000 related to these payments.
Future cash distributions will depend on the levels of cash generated from
operations, capital expenditure requirements, property sales, refinancings and
the availability of cash reserves.
Item 7. Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND
LIST OF FINANCIAL STATEMENTS
Reports of Independent Auditors
Consolidated Balance Sheet--December 31, 1995
Consolidated Statements of Operations--Years ended December 31, 1995 and 1994
Consolidated Statements of Changes in Partners' Capital (Deficit)--Years ended
December 31, 1995 and 1994
Consolidated Statements of Cash Flows--Years ended December 31, 1995 and 1994
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Consolidated Capital Growth Fund
We have audited the accompanying consolidated balance sheet of Consolidated
Capital Growth Fund as of December 31, 1995, and the related consolidated
statements of operations, changes in partners capital (deficit) and cash flows
for the year 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 audit.
We conducted our audit 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 the
Partnership s management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Consolidated Capital Growth Fund as of December 31, 1995, and the consolidated
results of its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
February 3, 1996
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Consolidated Capital Growth Fund:
We have audited the accompanying consolidated statements of operations,
partners' capital (deficit) and cash flows of Consolidated Capital Growth Fund
(a California limited partnership) for the year ended December 31, 1994. 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 audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Consolidated
Capital Growth Fund for the year ended December 31, 1994, in conformity with
generally accepted accounting principles.
/s/ Arthur Andersen, LLP
Dallas, Texas
March 23, 1995
CONSOLIDATED CAPITAL GROWTH FUND
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1995
Assets
Cash and cash equivalents:
Unrestricted $ 4,717
Restricted-tenant security deposits 311
Securities available for sale 9
Other assets 1,682
Investment properties:
Land $ 4,610
Buildings and related personal property 35,193
39,803
Less accumulated depreciation (18,789) 21,014
$27,733
Liabilities and Partners' Capital (Deficit)
Liabilities
Mortgage notes and interest payable $25,948
Tenant security deposits 310
Other liabilities 685
Partners' Capital (Deficit)
General partners $ (3,267)
Limited partners (49,196 units
issued and outstanding) 4,057 790
$27,733
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Revenues:
Rental income $11,008 $13,384
Other income 254 420
Total revenues 11,262 13,804
Expenses:
Operating 6,225 7,678
General and administrative 411 378
Partnership management fees 613 --
Depreciation 1,869 2,809
Interest 712 1,338
Total expenses 9,830 12,203
Reorganization items -- (12)
Gain on disposition of investment property 3,693 902
Loss on disposal of property (67) --
Income before extraordinary items 5,058 2,491
Extraordinary gain on troubled
debt restructuring -- 189
Extraordinary gains on early
extinguishments of debt, net 21 1,815
Net income $ 5,079 $ 4,495
Net income allocated to
general partners (1%) 51 45
Net income allocated to
limited partners (99%) 5,028 4,450
$ 5,079 $ 4,495
Per limited partnership unit:
Income before extraordinary items $101.79 $ 50.15
Extraordinary gain on troubled
debt restructuring -- 3.80
Extraordinary gains on early
extinguishments of debt, net .42 36.51
Net income per limited partnership unit $102.21 $ 90.46
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
CONSOLIDATED CAPITAL GROWTH FUND
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 49,196 $ 1 $ 49,196 $ 49,197
Partners' capital (deficit)
at December 31, 1993 49,196 $ (698) $ 17,523 $ 16,825
Net income -- 45 4,450 4,495
Partners' capital (deficit)
at December 31, 1994 49,196 (653) 21,973 21,320
Net income -- 51 5,028 5,079
Distributions -- (2,665) (22,944) (25,609)
Partners' capital (deficit)
at December 31, 1995 49,196 $ (3,267) $ 4,057 $ 790
<FN>
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except unit data)
Years Ended December 31,
1995 1994
Cash flows from operating activities:
Net income $ 5,079 $ 4,495
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 1,869 2,809
Amortization of discounts and loan costs 35 11
Southmark stock receipt -- (9)
Extraordinary gain on troubled debt
restructuring -- (189)
Gains on early extinguishments of debt, net (21) (1,815)
Gain on disposition of investment property (3,693) (902)
Loss on disposal of property 67 --
Changes in assets and liabilities:
Restricted cash 85 (20)
Other assets (354) (552)
Interest payable 24 182
Tenant security deposit liabilities (90) (56)
Other liabilities (137) 55
Net cash provided by operating activities 2,864 4,009
Cash flows from investing activities:
Property improvements and replacements (1,239) (439)
Cash received from sale of securities
available for sale 4,441 --
Cash used for purchase of securities
available for sale -- (2,142)
Proceeds from sale of investment property 7,966 --
Principal receipts on notes receivable -- 760
Net cash provided by (used in)
investing activities 11,168 (1,821)
Cash flows from financing activities:
Proceeds from long-term borrowings 24,690 --
Loan costs paid (474) --
Payments on mortgage notes payable (662) (1,642)
Repayment of mortgage notes payable (9,618) --
Distributions paid (25,609) --
Net cash used in financing activities (11,673) (1,642)
Net increase in cash and cash equivalents 2,359 546
Cash and cash equivalents at beginning of period 2,358 1,812
Cash and cash equivalents at end of period $ 4,717 $ 2,358
Supplemental disclosure of cash flow information:
Cash paid for interest $ 653 $ 1,112
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
Supplemental Disclosure of Non-Cash Activity
The following table sets forth the non-cash investing and financing activity for
the year ended December 31, 1994:
For the Year Ended
December 31, 1994
(in thousands)
Net real estate (a) $ (3,217)
Other assets, net of other liabilities (381)
(3,598)
Debt discharged (b) 6,315
Net gain on foreclosure $ 2,717
Gain on disposition of investment property (c) $ 902
Extraordinary gain on extinguishment of debt 1,815
Net gain on foreclosure $ 2,717
(a) Real estate, at cost, net of accumulated depreciation of approximately
$3.5 million and allowance for possible losses of approximately $1.8
million.
(b) Amount includes accrued interest of $1.4 million.
(c) The gain on disposition of real estate represents the difference between
the carrying value of the real estate and the estimated fair value of the
property at disposition. The gain is included in "Gain on disposition of
investment property" in accompanying statements of operations.
(d) The gain on extinguishment of debt represents the difference between the
estimated fair value of the property at foreclosure and the amount of
debt, including accrued interest, extinguished. The gain is reflected as
an extraordinary item in the accompanying statements of operations.
There were no non-cash investing or financing activities in 1995.
CONSOLIDATED CAPITAL GROWTH FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - Organization and Significant Accounting Policies
Organization: Consolidated Capital Growth Fund (the "Partnership"), a
California limited partnership, was formed on December 20, 1976, to acquire and
operate commercial and residential properties. Partnership operations commenced
June 30, 1977, the date on which impound requirements were met. Upon the
Partnership's formation in 1976, five individuals were the general partners of
the Partnership. These individuals were all shareholders of Consolidated
Capital Equities Corporation ("CCEC"), a Colorado corporation. As a result of a
series of transactions, CCEC became the Partnership's Managing Agent. In
December 1988, CCEC filed for reorganization under Chapter 11 of the United
States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, ConCap
Equities, Inc., a Delaware corporation (the "General Partner" or "CEI") acquired
CCEC's interest as managing agent in the Partnership and its general partner
interests in 15 other affiliated public limited partnerships (the "Affiliated
Partnerships") and was elected as managing general partner in all 16
partnerships. As part of the solicitation for approval of CEI as general
partner, the Limited Partners also approved the conversion of the five
individual general partners from general partners to special limited partners,
thereby leaving CEI as the sole general partner of the Partnership. The
Partnership owns and operates four apartment properties located in the South.
All of CEI's outstanding stock is owned by GII Realty, Inc. In December 1994,
the parent of GII Realty, Inc., entered into a transaction (the "Insignia
Transaction") in which among other things, MAE-ICC, Inc., a wholly owned
subsidiary of Metropolitan Asset Enhancement, L.P. ("MAE"), an affiliate of
Insignia Financial Group, Inc. ("Insignia") acquired an option (exercisable in
whole or in part from time to time) to purchase all of the stock of GII Realty,
Inc. and, pursuant to a partial exercise of such option, acquired 50.5% of that
stock. As a part of the Insignia Transaction, MAE-ICC, Inc. also acquired all
of the outstanding stock of Partnership Services, Inc., an asset manager and
Insignia acquired all of the outstanding stock of Coventry Properties, Inc., a
property manager. In addition, confidentiality, non-competition, and standstill
arrangements were entered into between certain of the parties. Those
arrangements, among other things, prohibit GII Realty's former sole shareholder
from purchasing Partnership Units for a period of three years. On October 24,
1995, MAE-ICC, Inc. exercised the remaining portion of its option to purchase
all of the remaining outstanding capital stock of GII Realty, Inc. held by
Gordon Realty, Inc. Pursuant to the terms of the option, MAE-ICC, Inc. acquired
the remaining 49.5% of the outstanding capital stock of GII Realty, Inc.
Principles of Consolidation: The Partnership's financial statements include the
accounts of Ridgmar Square Associates, a California limited partnership
("Ridgmar Square Associates") as of December 31, 1994, and CCGF Associates, Ltd.
("CCGF Associates") as of December 31, 1995 and 1994. Ridgmar Square Associates
is the limited partnership which held title to the Ridgmar Square Apartments
prior to its foreclosure in November 1994. CCGF Associates is the limited
partnership which held title to the Forest Hills Apartments prior to its sale in
February 1995. Both Ridgmar Square Associates and CCGF Associates are wholly-
owned by the Partnership. All intercompany transactions have been eliminated.
The Partnership disposed of Ridgmar Square Apartments in 1994 in an uncontested
foreclosure of the property, as more fully described in "Note G." In May 1994,
the plan of reorganization was approved by the Bankruptcy Court.
Note A - Organization and Significant Accounting Policies - continued
CCGF Associates was under protection of Chapter 11 of the U.S. Bankruptcy Code
("Chapter 11") on May 29, 1992, and in February 1995, the Partnership executed a
contract for the sale of Forest Hills Apartments, as more fully described in
"Note G."
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principals requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Restricted Escrows:
Replacement Reserve Account - At the time of the December 15, 1995,
refinancing, $356,850 of the proceeds were designated for a "replacement reserve
fund" for certain capital replacements (as defined in the Replacement Reserve
Agreement) at Breckinridge Square, Churchill Park and The Lakes. At December
31, 1995, the balance was $356,850 and is included in other assets.
Repair Escrow Account - In addition to the Replacement Reserve Account,
$542,269 of the refinancing proceeds were designated for a "repair escrow" to
cover necessary repairs and replacements to be completed at Breckinridge Square,
Churchill Park, and The Lakes within one year of closing. At December 31, 1995,
the balance was $542,269 and is included in other assets. All excess funds will
be transferred into the Replacement Reserve Account.
Escrows for Taxes: These funds are held by the Partnership, are designated for
the payment of real estate taxes and are included in other assets.
Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for additions prior to March 16, 1984, 18 years
for additions after March 15, 1984, and before May 9, 1985, and 19 years for
additions after May 8, 1985, and before January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of
the Tax Reform Act of 1986, for additions after December 31, 1986, the modified
accelerated cost recovery method is used for depreciation of (1) real property
additions over 27 1/2 years and (2) personal property additions over 5 to 15
years.
Present Value Discounts: Periodically, the Partnership incurs debt at below
market rates for similar debt. Present value discounts are recorded on the
basis of prevailing market rates and are amortized on an interest method over
the life of the related debt.
Loan Costs: Loan costs of $520,368 are included in other assets and are being
amortized on a straight-line basis over the life of the loans.
Note A - Organization and Significant Accounting Policies - continued
Cash and Cash Equivalents:
Unrestricted - Unrestricted cash includes cash on hand and in banks, money
market funds and U.S. Treasury Bills with original maturities less than 90 days.
At certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.
Restricted cash - tenant security deposits - The Partnership requires
security deposits from lessees for the duration of the lease and such deposits
are considered restricted cash. Deposits are refunded when the tenant vacates,
provided the tenant has not damaged its space and is current on its rental
payments.
Investments: Securities available-for-sale: The General Partner determines the
appropriate classification of debt securities at the time of purchase and
reevaluates such designation as of each balance sheet date. Presently, all of
the Partnership's investments are classified as available-for-sale. Available-
for-sale securities are carried at fair value, with the unrealized gains and
losses, net of tax, reported in a separate component of partner's capital. The
amortized cost of debt securities in this category is adjusted for amortization
of premiums and accretion of discounts to maturity. Such amortization is
included in investment income. Realized gains and losses and declines in value
judged to be other-than-temporary on available-for-sale securities are included
in investment income. The cost of securities sold is based on the specific
identification method. Interest and dividends on securities classified as
available-for-sale are included in investment income.
Income Taxes: No provision has been made in the financial statements for
Federal income taxes because, under current law, no Federal income taxes are
paid directly by the Partnership. The Unitholders are responsible for their
respective shares of Partnership net income or loss. The Partnership reports
certain transactions differently for tax than for financial statement purposes.
The tax basis of the Partnership's assets and liabilities is approximately $9.1
million greater than the assets and liabilities as reported in the financial
statements.
Partners' Capital (Deficit): The Limited Partnership Agreement ("Agreement")
provides that net income and net losses from operations for both financial and
tax reporting purposes shall be allocated 99% to the Limited Partners and 1% to
the General Partner.
All distributions other than Surplus Funds distributions (as defined in the
Agreement) are allocated 99% to the Limited Partners and 1% to the General
Partner. Distributions of Surplus Funds were allocated 100% to the Limited
Partners until 1986 when the Limited Partners had received a return of their
capital contributions plus a 10% cumulative return. Pursuant to the provisions
of the Agreement, the General Partners have been entitled to 14% of Surplus Fund
distributions since 1986. However, in connection with the settlement of
litigation between CCEC and two affiliated partnerships, a portion of the
General Partner's interest in the Partnership was assigned to the two affiliated
partnerships. Each of the two affiliated partnerships received distributions of
$1,065,506 from the Partnership during 1995.
Note A - Organization and Significant Accounting Policies - continued
Distributions since inception of the Partnership have aggregated approximately
$116.3 million to the Limited Partners and approximately $4.8 million to the
General Partner(s). Distributions of approximately $22.9 million and
approximately $2.7 million were paid to the Limited Partners and the General
Partners, respectively, during 1995.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, management finds it necessary to offer rental concessions during
particularly slow months or in response to heavy competition from other similar
complexes in the area. Concessions are charged to expenses as incurred.
Investment Properties: Prior to the fourth quarter of 1995, investment
properties were carried at the lower of cost or estimated fair value, which was
determined using the higher of the property's non-recourse debt amount, when
applicable, or the net operating income of the investment property capitalized
at a rate deemed reasonable for the type of property. During the fourth quarter
of 1995, the Partnership adopted FASB Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The impairment loss is measured by comparing the fair value of
the asset to its carrying amount. The effect of adoption was not material.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was $124,791 and $112,938
for the years ended December 31, 1995 and 1994, respectively.
Fair Value: In 1995, the Partnership implemented Statement of Financial
Accounting Standards No. 107, "Disclosure about Fair Value of Financial
Instruments," which requires disclosure of fair value information about
financial instruments for which it is practicable to estimate that value. The
carrying amount of the Partnership's cash and cash equivalents approximates fair
value due to short-term maturities. The Partnership estimates the fair value of
its fixed rate mortgages by discounted cash flow analysis, based on estimated
borrowing rates currently available to the Partnership.
Reclassifications: Certain reclassifications have been made to the 1994
information to conform to the 1995 presentation.
Note B - Investments
Investments, stated at cost, consist of the following at December 31, 1995 (in
thousands):
Interest Face Maturity
Rate Amount Cost Date
Southmark Corporation
Redeemable Series A
Preferred Stock N/A $9 $9 N/A
Note B - Investments - continued
The Partnership investments are classified as available for sale. The General
Partner believes that the market value of the investments is approximately the
same as the cost.
Note C - Mortgage Notes Payable
The principal terms of mortgage notes payable are as follows (in thousands):
</TABLE>
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1995 Interest Rate Date Maturity
<S> <C> <C> <C> <C> <C>
Breckinridge Square
1st Mortgage $ 6,000 $ 35 6.95% 12/01/05 $ 6,000
Churchill Park
1st Mortgage 6,450 37 6.95% 12/01/05 6,450
The Lakes
1st Mortgage 12,240 71 6.95% 12/01/05 12,240
Tahoe Springs
1st Mortgage 570 28 8.5% 09/01/98 --
2nd Mortgage 744 13 9.0% 03/01/03 --
26,004 $184
Less unamortized
discounts (96)
Totals $25,908
</TABLE>
The estimated fair values of the Partnership's aggregate debt is approximately
$26,120,000. This estimate is not necessarily indicative of the amounts the
Partnership may pay in actual market transactions.
On December 15, 1995, the Partnership successfully refinanced the mortgage notes
at Breckinridge Square, Churchill Park and The Lakes. Of the $24,690,000 gross
proceeds received in the refinancing, approximately $4,834,000 was used to pay
off the old mortgage debt on Breckinridge Square. All three notes require
monthly interest only payments at a stated interest rate of 6.95% and have
balloon payments due December 1, 2005. Subsequent to December 31, 1995, the
General Partner paid off the first and second mortgages of Tahoe Springs
totalling $1,314,000 with a portion of the refinancing proceeds. Per the terms
of these Notes, sixty (60) days written notice had been submitted to the Lender
to notify them of such payment.
Note C - Mortgage Notes Payable - continued
The Partnership realized a $189,000 extraordinary gain on troubled debt
restructuring which resulted from a first amendment to the Plan of
Reorganization with the Bankruptcy Court as filed by CCGF Associates, title
holder of Forest Hills Apartments, in May 1994. In February 1995, the
Partnership realized a $121,000 extraordinary gain on early extinguishment of
debt, resulting from the repayment of the mortgage note during the sale of
Forest Hills Apartments. The Partnership realized a $58,000 extraordinary loss
on the refinancing of Breckinridge Square due to the write-off of loan costs
pertaining to the previous mortgage and the payment of a prepayment penalty.
The Partnership also incurred a $42,000 extraordinary loss due to the write-down
of a mortgage discount related to the early extinguishment of approximately
$215,000 of debt at Tahoe Springs. The effective interest rate on the Tahoe
Springs mortgage was 10.25%.
Note D - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership paid property management fees based upon collected gross rental
revenues for property management services for the years ended December 31, 1995,
and December 31, 1994. For the year ended December 31, 1994, a portion of such
property management fees were paid to Coventry Properties, Inc. ("Coventry"), an
affiliate of the General Partner, for day-to-day property management services
and a portion was paid to Partnership Services, Inc. ("PSI") for advisory
services related to day-to-day property operations. Affiliates of Insignia
Financial Group, Inc. ("Insignia"), an affiliate of the General Partner, assumed
day-to-day management responsibilities for the Partnership's properties in late
December 1994. Fees paid to affiliates of Insignia during the year ended
December 31, 1995, and fees paid to Coventry and PSI during the year ended
December 31, 1994, are reflected in the following table:
For the Years Ended
December 31,
1995 1994
(in thousands)
Property management fees $536 $549
Partnership management fees (1) 613 --
(1)The Limited Partnership Agreement ("Agreement") provides for a fee
equal to 9% of the total distributions made to the limited partners from
"cash available for distribution" to the limited partners (as defined in
the Agreement) to be paid to the General Partner for executive and
administrative management services.
The Agreement also provides for reimbursement to the General Partner and its
affiliates for costs incurred in connection with administration of Partnership
activities. The General Partner and its current and former affiliates
(including Coventry), received reimbursements as reflected in the following
table:
Note D - Transactions with Affiliated Parties - continued
For the Years Ended
December 31,
1995 1994
(in thousands)
Reimbursement for services of affiliates $227 $166
Reimbursements for services of affiliates increased during the year ended
December 31, 1995, compared to the year ended December 31, 1994, due to
increased expense reimbursements related to the combined efforts of the Dallas
and Greenville offices during the transition period for the year ended December
31, 1995. These increased costs related to the transition efforts were incurred
to minimize any disruption in the year-end reporting function including the
financial reporting and K-1 preparation and distribution. The administrative
expenses have decreased in the fourth quarter of 1995 as the transition efforts
are now complete. As of December 31, 1995, the Partnership had paid $13,654 and
had accrued $42,366 in reimbursements to an affiliate of the General Partner
relating to the refinancings of three of its investment properties.
On July 1, 1995, the Partnership began insuring its properties under a master
policy through an agency and insurer unaffiliated with the General Partner. An
affiliate of the General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the current year's master policy. The current agent
assumed the financial obligations to the affiliate of the General Partner, who
receives payments on these obligations from the agent. The amount of the
partnership's insurance premiums accruing to the benefit of the affiliate of the
General Partner by virtue of the agent's obligations is not significant.
At December 31, 1995, Insignia was the beneficial owner of 19,157 (38.9%) of the
Partnership's limited partnership units.
Note E - Real Estate and Accumulated Depreciation
Investment Properties
(in thousands)
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Breckinridge Square $ 6,000 $ 641 $ 4,720 $ 1,838
Louisville, Kentucky
Churchill Park 6,450 566 6,510 866
Louisville, Kentucky
The Lakes 12,240 946 9,605 2,624
Raleigh, North Carolina
Tahoe Springs 1,314 2,848 8,492 147
Miami, Florida
Totals $26,004 $5,001 $29,327 $ 5,475
</TABLE>
(in thousands)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1995
Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Breckinridge Square $ 641 $ 6,558 $ 7,199 $ 4,932 1971 10/78 5-22
Louisville, Kentucky
Churchill Park 566 7,376 7,942 2,869 1970 05/90 5-20
Louisville, Kentucky
The Lakes 946 12,229 13,175 6,304 1973 05/88 5-19
Raleigh, North
Tahoe Springs 2,457 9,030 11,487 4,684 1972-1975 11/87 5-20
Miami, Florida
Totals $4,610 $35,193 $39,803 $18,789
</TABLE>
Note E - Real Estate and Accumulated Depreciation - continued
Reconciliation of "Real Estate and Accumulated Depreciation":
Years Ended December 31,
1995 1994
(in thousands)
Real Estate
Balance at beginning of year $45,992 $54,067
Property improvements 1,239 439
Disposals of property (7,428) (8,514)
Balance at End of Year $39,803 $45,992
Accumulated Depreciation
Balance at beginning of year $20,008 $20,657
Additions charged to expense 1,869 2,809
Disposals of property (3,088) (3,458)
Balance at end of year $18,789 $20,008
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1995 and 1994 is $37,457,947 and $37,268,312. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1995 and 1994
is $12,694,870 and $13,106,748.
Note F - Chapter 11 Proceeding
The note payable of approximately $6.5 million (including accrued interest)
secured by the Forest Hills Apartments matured in November 1990. The General
Partner was unable to obtain an extension and modification of the note's term
from the lender. In the General Partner's opinion, the lender's mortgage note
was fully secured by the estimated fair value of the property, and the Chapter
11 proceeding was the best alternative to maintain control of the property while
pursuing debt modification negotiations with the lender and/or a sale of the
property.
During the first quarter of 1994, CCGF Associates filed a first amendment to the
Plan of Reorganization with the Bankruptcy Court and in May 1994, the Plan of
Reorganization was approved. The Plan of Reorganization provided for a
reduction of the lender's allowed claim from $6.5 million, including accrued
interest, to $5.8 million, required that CCGF Associates make a $1 million
principal paydown in May 1994, provided for a reduction of the interest rate on
the remaining $4.8 million note to 7.5% and extended the maturity date until
April 16, 1995. The Partnership recognized a gain of approximately $189,000 on
the early extinguishment and modification of indebtedness pursuant to the Plan
of Reorganization.
Note G - Disposition of Real Estate
On February 10, 1995, the General Partner, on behalf of the Partnership,
executed a contract for the sale of Forest Hills Apartments for a gross sales
price of $8.25 million. The Partnership realized a net gain of approximately
$3.7 million on the sale after repayment of the related mortgage debt and other
closing costs. The Partnership also realized an extraordinary gain of
approximately $121,000 on early extinguishment of debt related to the sale of
Forest Hills Apartments. Also, in October 1994, the U.S. Department of Housing
and Urban Development ("HUD") foreclosed on the Ridgmar Square Apartments.
The following table sets forth the statement of operations for each of these
investment properties at December 31, 1994 (in thousands):
For the Year Ended
December 31, 1994
Forest Ridgmar
Hills Square
Revenues: Apartments Apartments
Rental income $2,145 $1,274
Interest income 10 1
Total revenues 2,155 1,275
Expenses:
Operating 1,690 1,076
General and administrative 7 11
Depreciation 399 380
Interest 193 456
Total expenses 2,289 1,923
Gain on disposition of real estate -- 902
Reorganization items (10) --
(Loss) income before extraordinary
items (144) 254
Extraordinary gain on
troubled debt restructuring 189 --
Extraordinary gain on early
extinguishment of debt -- 1,815
Net income $ 45 $2,069
Included in the Partnership's December 31, 1995, statement of operations were
revenues of approximately $311,300 and expenses of approximately $482,700
relating to the operations of Forest Hills Apartments before the sale.
Note H - Other Income
In 1991, the Partnership (and simultaneously other affiliated partnerships)
entered claims in Southmark Corporation's Chapter 11 bankruptcy proceeding.
These claims related to Southmark Corporation's activities while it exercised
control (directly, or indirectly through its affiliates) over the Partnership.
The Bankruptcy Court set the Partnership's and other affiliated partnerships'
allowed claim at $11 million, in the aggregate. In March 1994, the Partnership
received approximately $68,000 in cash, 1,233 shares of Southmark Corporation
Redeemable Series A Preferred Stock, and 9,020 shares of Southmark Corporation
New Common Stock with an aggregate market value on the date of receipt of
$9,075, representing the Partnership's share of the recovery, based on its pro
rata share of the claims filed. Subsequent to December 31, 1995, the
Partnership received a refund on an expired insurance policy. The refund was
approximately $19,000 and was recorded as income for the year ended December 31,
1995.
Note I - Contingencies
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The General Partner believes that all such matters are
adequately covered by insurance and will be resolved without a material adverse
effect upon the business, financial condition, results of operations, or
liquidity of the Partnership.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
As of May 3, 1995, Arthur Andersen LLP, the independent accountant previously
engaged as the principal accountant to audit the financial statements of the
Registrant was dismissed. As of the same date, the firm of Ernst & Young LLP
was engaged to provide that service for the Registrant.
The audit report of Arthur Andersen LLP on the financial statements of the
Partnership as of and for the year ended December 31, 1994 did not contain any
adverse opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles.
During the Partnership's two most recent fiscal years and any subsequent interim
period preceding the change, there were no disagreements with the former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of the former accountant, would have caused it
to make reference to the subject matter of the disagreements in connection with
its report.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act
The names of the directors and executive officers of ConCap Equities, Inc.
("CEI"), the Partnership's Managing General Partner as of December 31, 1995,
their age and the nature of all positions with CEI presently held by them are as
follows:
NAME OF INDIVIDUAL POSITION IN CEI AGE
Carroll D. Vinson President 55
William H. Jarrard, Jr. Vice President 49
John K. Lines Vice President/Secretary 36
Kelley M. Buechler Assistant Secretary 38
Robert D. Long, Jr. Chief Accounting Officer/ 28
Controller
Carroll D. Vinson has been President of CEI since December 1994 and President of
the MAE subsidiaries since August 1994. Prior to that, during 1993 to August
1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (a regional CPA firm)
and engaged in various other investment and consulting activities. Briefly, in
early 1993, Mr. Vinson served as President and Chief Executive Officer of
Angeles Corporation, a real estate investment firm. From 1991 to 1993, Mr.
Vinson was employed by Insignia in various capacities including Managing
Director-President during 1991. From 1986 to 1990, Mr. Vinson was President and
a Director of U.S. Shelter Corporation, a real estate services company which
sold substantially all of its assets to Insignia in December 1990.
William H. Jarrard, Jr. has been Vice President of CEI since December 1994, Vice
President of the MAE subsidiaries since January 1992 and Managing Director -
Partnership Administration of Insignia since January 1991. During the five
years prior to joining Insignia in 1991, he served in a similar capacity for
U.S. Shelter.
John K. Lines has been Vice President and Secretary of CEI since December 1994,
Secretary of the MAE subsidiaries since August 1994, General Counsel of Insignia
since June 1994, and General Counsel and Secretary of Insignia since July 1994.
From May 1993 until June 1994, Mr. Lines was the Assistant General Counsel and
Vice President of Ocwen Financial Corporation in West Palm Beach, Florida. From
October 1991 until April 1993, Mr. Lines was a Senior Attorney with Banc One
Corporation in Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was
employed as an associate with Squire Sanders & Dempsey in Columbus, Ohio.
Robert D. Long, Jr. has been Controller and Chief Accounting Officer of CEI
since December 1994 and Chief Accounting Officer and Controller of the MAE
subsidiaries since February 1994. Prior to joining MAE, he was an auditor for
the State of Tennessee and was associated with the accounting firm of Harshman
Lewis and Associates. He is a graduate of the University of Memphis.
Kelley M. Buechler has been Assistant Secretary of CEI since December 1994,
Assistant Secretary of the MAE subsidiaries since January 1992, and Assistant
Secretary of Insignia since January 1991. During the five years prior to
joining Insignia in 1991, she served in a similar capacity for U.S. Shelter.
Ms. Buechler is a graduate of the University of North Carolina.
Item 10. Executive Compensation
No remuneration was paid to the General Partner nor any of its directors and
officers during the year ended December 31, 1995.
Item 11. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
Except as provided below, no person was known by the Registrant to own of
record or beneficially more than five percent of the Units of the
Registrant as of December 31, 1995:
NUMBER OF PERCENT
NAME AND ADDRESS UNITS OF TOTAL
Insignia Financial Group, Inc. 19,157 38.9%
One Insignia Financial Plaza
P. O. Box 1089
Greenville, SC 29602
(b) Beneficial Owners of Management
Except as described in 11(a) above, neither CEI nor any of the directors or
officers or associates of CEI own any Units of the Partnership of record or
beneficially.
(c) Changes in Control
Beneficial Owners of CEI
As of December 31, 1995, the following persons were known to CEI to be the
beneficial owners of more than 5 percent (5%) of its common stock:
NUMBER OF PERCENT
NAME AND ADDRESS CEI SHARES OF TOTAL
GII Realty, Inc. 100,000 100%
One Insignia Financial Plaza
P. O. Box 1089
Greenville, SC 29602
Item 12. Certain Relationships and Related Transactions
Transactions with Current Management and Others
Except for the transactions described below, neither CEI nor any of its
directors, officers or associates, or any associates of any of them, has had any
interest in any other transaction to which the Registrant is a party. Please
refer to "Item 7. Financial Statements, Note D - Transactions with Affiliated
Parties," for the amounts and items of permissible compensation and fees paid to
the General Partner and its affiliates and other related parties for the last
two years.
The Registrant has paid property management fees based upon collected gross
rental revenues for property management services for the years ended December
31, 1995 and 1994. For the year ended December 31, 1994, a portion of such
property management fees were paid to Coventry Properties, Inc. ("Coventry"), an
affiliate of the General Partner, for day-to-day property management services
and a portion was paid to Partnership Services, Inc. ("PSI") for advisory
services related to day-to-day property operations. In late December 1994,
management of the Registrant's properties was assumed by affiliates of Insignia.
All of the above-referenced agreements with affiliates of CEI and related
parties of the Partnership are subject to the conditions and limitations imposed
by the Partnership Agreement.
Transactions with Former Related Parties
In 1991, the Partnership (and simultaneously other affiliated partnerships)
entered claims in Southmark's Chapter 11 bankruptcy proceeding. These claims
related to Southmark's activities while it exercised control (directly, or
indirectly through its affiliates) over the Partnership. The Bankruptcy Court
set the allowed amount for the Partnership's and other affiliated partnership's
allowed claim at $11 million, in the aggregate. In March 1994, the Partnership
received approximately $68,000 in cash. 1,233 shares of Southmark Corporation
Redeemable Series A Preferred stock, and 9,020 shares of Southmark Corporation
New Common Stock representing the Partnership's share of the recovery, based on
its pro rata share of the claims filed.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
(b) Reports on Form 8-K filed in the fourth quarter of fiscal year
1995:
A Form 8-K dated October 24, 1995 was filed reporting the
purchase of the remaining outstanding capital stock of GII
Realty, Inc. by MAE-ICC, Inc.
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.
Consolidated Capital Growth Fund
By: CONCAP EQUITIES, INC.
General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
Date: March 22, 1996
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 date indicated.
/s/Carroll D. Vinson
Carroll D. Vinson Date: March 22, 1996
President
/s/Robert D. Long, Jr.
Robert D. Long, Jr. Date: March 22, 1996
Controller and Principal
Accounting Officer
EXHIBIT INDEX
S-K REFERENCE SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
3 Certificate of Limited Partnership, as amended N/A
to date.
10.1 Property Management Agreement No. 201 N/A
dated October 23, 1990, by and between the
Partnership and CCEC (Incorporated by refer-
ence to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1990).
10.2 Property Management Agreement No. 302 N/A
dated October 23, 1990, by and between
the Partnership and CCEC (Incorporated by
reference to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1990).
10.3 Property Management Agreement No. 401 N/A
dated October 23, 1990, by and between
the Partnership and CCEC (Incorporated
by reference to the Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1990).
10.4 Bill of Sale and Assignment dated October 23, N/A
1990, by and between CCEC and ConCap Services
Company (Incorporated by reference to the Quar-
terly Report on Form 10-Q for the quarter ended
September 30, 1990).
10.5 Assignment and Assumption Agreement dated N/A
October 23, 1990, by and between CCEC and
ConCap Management Limited Partnership
("CCMLP") (Incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1990).
10.6 Assignment and Agreement as to Certain N/A
Property Management Services dated
October 23, 1990, by and between CCMLP and
ConCap Capital Company (Incorporated by
reference to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1990).
10.7 Assignment and Assumption Agreement dated N/A
October 23, 1990, by and between CCMLP
and Horn-Barlow Companies (200 Series of
Property Management Contracts), (Incorporated
by reference to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1990).
10.8 Assignment and Assumption Agreement dated N/A
October 23, 1990, by and between CCMLP and
Metro ConCap, Inc. (300 Series of Property
Management Contracts), (Incorporated by reference
to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990).
S-K REFERENCE SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
10.9 Assignment and Assumption Agreement dated N/A
October 23, 1990, by and between CCMLP and
R&B Realty Group (400 Series of Property Manage-
ment Contracts), (Incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1990).
10.10 Assignment and Assumption Agreement dated N/A
September 1, 1991, by and between the Partnership
and CCGF Associates, Ltd. (Incorporated by refer-
ence to the Annual Report on Form 10-K for the
year ended December 31, 1991).
10.11 Construction Management Cost Reimbursement N/A
Agreement dated January 1, 1991, by and between
the Partnership and Horn-Barlow Companies (the
"Horn-Barlow Construction Management Agree-
ment"). (Incorporated by reference to the Annual
Report on Form 10-K for the year ended December
31, 1991).
10.12 Assignment and Assumption Agreement dated N/A
September 1, 1991, by and between the Partnership
and CCGF Associates, Ltd. (Horn-Barlow Construction
Management Agreement). (Incorporated by reference
to the Annual Report on Form 10-K for the year
ended December 31, 1991).
10.13 Construction Management Cost Reimbursement N/A
Agreement dated January 1, 1991, by and between
the Partnership and Metro ConCap, Inc.
(Incorporated by reference to the Annual
Report on Form 10-K for the year ended December
31, 1991).
10.14 Construction Management Cost Reimbursement N/A
Agreement dated January 1, 1991, by and between
the Partnership and R&B Apartment Management
Company, Inc. (Incorporated by reference to
the Annual Report on Form 10-K for the year
ended December 31, 1991).
10.15 Investor Services Agreement dated October 23, N/A
1990, by and between the Partnership and CCEC
(Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended September 30,
1990).
10.16 Assignment and Assumption Agreement (Investor N/A
Services Agreement) dated October 23, 1990, by and
between CCEC and ConCap Services Company
(Incorporated by reference to the Annual Report on
Form 10-K for the year ended December 31, 1990).
S-K REFERENCE SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
10.17 Letter of Notice dated December 20, 1991, from N/A
Partnership Services, Inc. ("PSI") to the Partnership
regarding the change in ownership and dissolution
of ConCap Services Company whereby PSI assumed
the Investor Services Agreement. (Incorporated by
reference to the Annual Report on Form 10-K for the
year ended December 31, 1991).
10.18 Financial Services Agreement dated October 23, N/A
1990, by and between the Partnership and CCEC
(Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended September 30,
1990).
10.19 Assignment and Assumption Agreement N/A
(Financial Service Agreement) dated October
23, 1990, by and between CCEC and ConCap
Capital Company (Incorporated by reference
to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990).
10.20 Letter of Notice dated December 20, 1991, from N/A
PSI to the Partnership regarding the change in
ownership and dissolution of ConCap Capital
Company whereby PSI assumed the Financial
Services Agreement (Incorporated by reference
to the Annual Report on Form 10-K for the year
ended December 31, 1991).
10.21 Property Management Agreement No. 414 dated N/A
May 13, 1993, by and between the Partnership
and Coventry Properties, Inc. (Incorporated
by reference to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1993).
10.22 Assignment and Assumption Agreement N/A
(Property Management Agreement No. 414)
dated May 13, 1993, by and between Coventry
Properties, Inc., R&B Apartment Management
Company, Inc. and Partnership Services, Inc.
(Incorporated by reference to the Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1993).
10.23 Assignment and Agreement as to Certain N/A
Property Management Services dated May 13,
1993, by and between Coventry Properties, Inc.
and Partnership Services, Inc. (Incorporated by
reference to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1993).
10.24 Property Management Agreement No. 506 dated N/A
June 1, 1993, by and between the Partnership and
Coventry Properties, Inc.
S-K REFERENCE SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
10.25 Assignment and Assumption Agreement as to Certain N/A
Property Management Services dated November 17, 1993,
by and between Coventry Properties, Inc. and
Partnership Services, Inc.
10.27 Assignment and Assumption Agreement as to Certain N/A
Property Management Services dated November 17,
1993, by and between Coventry Properties, Inc.
and Partnership Services, Inc.
10.28 Multifamily Note dated November 30, 1995 between
Consolidated Capital Growth Fund, a California
limited partnership, and Lehman Brothers Holdings
Inc. d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc.
10.29 Multifamily Note dated November 30, 1995 between
Consolidated Capital Growth Fund, a California
limited partnership, and Lehman Brothers Holdings
Inc. d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc.
10.30 Multifamily Note dated November 30, 1995 between
Consolidated Capital Growth Fund, a California
limited partnership, and Lehman Brothers Holdings
Inc. d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc.
11 Statement regarding computation of Net Income N/A
per Limited Partnership Unit (Incorporated by
reference to Note 7 of Item 8 - Financial
Statements of this Form 10-K).
16 Letter, dated August 12, 1992, from Ernst & Young N/A
to the Securities and Exchange Commission regard-
ing change in certifying accountant. (Incorporated
by reference to Form 8-K dated August 6, 1992).
27 Financial Data Schedule.
EXHIBIT 10.28 Loan No. 734105762
MULTIFAMILY NOTE
US $6,450,000.00
New York, New York
As of November 30, 1995
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS
HOLDINGS INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc.,
or order, the principal sum of Six Million Four Hundred Fifty Thousand and
00/100 Dollars, with interest on the unpaid principal balance from the date of
this Note, until paid, at the rate of 6.95 percent per annum. Interest only
shall be payable at 3 World Financial Center, New York, New York 10285, or such
other place as the holder hereof may designate in writing, in consecutive
monthly installments of Thirty Seven Thousand Three Hundred Fifty Six Dollars
and 25/100 (US $37,356.25) on the first day of each month beginning January,
1996, until the entire indebtedness evidenced hereby is fully paid, except that
any remaining indebtedness, if not sooner paid, shall be due and payable on
December 1, 2005.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments, unless the holder hereof shall agree otherwise in writing.
The holder hereof may require that any partial prepayments be made on the date
monthly installments are due and be in the amount of that part of one or more
monthly installments which would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed
of Trust dated as of November 30, 1995, and reference is made thereto for rights
as to acceleration of the indebtedness evidenced by this Note. This Note shall
be governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
The undersigned shall pay any installment of interest due hereunder within
ten (10) calendar days after such installment of interest is due. The
undersigned shall pay any other installment due hereunder or due in accordance
with the terms of the Mortgage or Deed of Trust securing this Note, within
thirty (30) calendar days of the date such installment is due.
The monthly installment payable on January 1, 1996 shall include interest
on the outstanding principal balance of this Note for a full month at the above-
specified interest rate, notwithstanding the fact that as of the due date of
that installment principal may not have been outstanding for a full month.
CONSOLIDATED CAPITAL GROWTH FUND, a California
limited partnership
By: ConCap Equities, Inc., a Delaware
corporation, its general partner
By: /s/ Robert Long
Robert Long
Vice President and Chief Accounting
Officer
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 30th day of November, 1995.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman Brothers
Holdings Inc.
By: /s/ Eileen A. Brennan
Name:
Title:
EXHIBIT 10.29 Loan No. 734105754
MULTIFAMILY NOTE
US $6,000,000.00
New York, New York
As of November 30, 1995
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS
HOLDINGS INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc.,
or order, the principal sum of Six Million and 00/100 Dollars, with interest on
the unpaid principal balance from the date of this Note, until paid, at the rate
of 6.95 percent per annum. Interest only shall be payable at 3 World Financial
Center, New York, New York 10285, or such other place as the holder hereof may
designate in writing, in consecutive monthly installments of Thirty-Four
Thousand Seven Hunded Fifty Dollars and 00/100 (US $34,750.00) on the first day
of each month beginning January, 1996, until the entire indebtedness evidenced
hereby is fully paid, except that any remaining indebtedness, if not sooner
paid, shall be due and payable on December 1, 2005.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments, unless the holder hereof shall agree otherwise in writing.
The holder hereof may require that any partial prepayments be made on the date
monthly installments are due and be in the amount of that part of one or more
monthly installments which would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed
of Trust dated as of November 30, 1995, and reference is made thereto for rights
as to acceleration of the indebtedness evidenced by this Note. This Note shall
be governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
The undersigned shall pay any installment of interest due hereunder within
ten (10) calendar days after such installment of interest is due. The
undersigned shall pay any other installment due hereunder or due in accordance
with the terms of the Mortgage or Deed of Trust securing this Note, within
thirty (30) calendar days of the date such installment is due.
The monthly installment payable on January 1, 1996 shall include interest
on the outstanding principal balance of this Note for a full month at the above-
specified interest rate, notwithstanding the fact that as of the due date of
that installment principal may not have been outstanding for a full month.
CONSOLIDATED CAPITAL GROWTH FUND, a California
limited partnership
By: ConCap Equities, Inc., a Delaware
corporation, its general partner
By: /s/ Robert Long
Robert Long
Vice President and Chief Accounting
Officer
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 30th day of November, 1995.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman Brothers
Holdings Inc.
By: /s/ Eileen A. Brennan
Name:
Title:
EXHIBIT 10.30 Loan No. 734079389
MULTIFAMILY NOTE
US $12,240,000.00
New York, New York
As of November 30, 1995
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS
HOLDINGS INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc.,
or order, the principal sum of Twelve Million Two Hundred Forty Thousand and
00/100 Dollars, with interest on the unpaid principal balance from the date of
this Note, until paid, at the rate of 6.95 percent per annum. Interest only
shall be payable at 3 World Financial Center, New York, New York 10285, or such
other place as the holder hereof may designate in writing, in consecutive
monthly installments of Seventy Thousand Eight Hundred Ninety Dollars and 00/100
(US $70,890.00) on the first day of each month beginning January, 1996, until
the entire indebtedness evidenced hereby is fully paid, except that any
remaining indebtedness, if not sooner paid, shall be due and payable on December
1, 2005.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments, unless the holder hereof shall agree otherwise in writing.
The holder hereof may require that any partial prepayments be made on the date
monthly installments are due and be in the amount of that part of one or more
monthly installments which would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed
of Trust dated as of November 30, 1995, and reference is made thereto for rights
as to acceleration of the indebtedness evidenced by this Note. This Note shall
be governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
The undersigned shall pay any installment of interest due hereunder within
ten (10) calendar days after such installment of interest is due. The
undersigned shall pay any other installment due hereunder or due in accordance
with the terms of the Mortgage or Deed of Trust securing this Note, within
thirty (30) calendar days of the date such installment is due.
The monthly installment payable on January 1, 1996 shall include interest
on the outstanding principal balance of this Note for a full month at the above-
specified interest rate, notwithstanding the fact that as of the due date of
that installment principal may not have been outstanding for a full month.
Witness the hand(s) and seal(s) of the undersigned.
CONSOLIDATED CAPITAL GROWTH FUND, a California
limited partnership
ATTEST: By: ConCap Equities, Inc., a Delaware
corporation, its general partner
Secretary
By: /s/ Robert Long
(Corporate Seal) Robert Long
Vice President and Chief Accounting
Officer
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE. This
30th day of November, 1995.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman
Brothers Holdings Inc.
By:/s/ Eileen A. Brennan
Name:
Title:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Captial Growth Fund 1995 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000201529
<NAME> CONSOLIDATED CAPITAL GROWTH FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 4,717
<SECURITIES> 9
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 39,803
<DEPRECIATION> 18,789
<TOTAL-ASSETS> 27,733
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 25,948
0
0
<COMMON> 0
<OTHER-SE> 790
<TOTAL-LIABILITY-AND-EQUITY> 27,733
<SALES> 0
<TOTAL-REVENUES> 11,262
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,830
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 5,058
<DISCONTINUED> 0
<EXTRAORDINARY> 21
<CHANGES> 0
<NET-INCOME> 5,079
<EPS-PRIMARY> 102.21
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
