SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1997
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-9541
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BALCOR EQUITY PROPERTIES LTD.-VIII
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3011615
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road, Suite A200
Bannockburn, Illinois 60015
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
--------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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BALCOR EQUITY PROPERTIES, LTD. - VIII
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1997 and December 31, 1996
(Unaudited)
ASSETS
1997 1996
-------------- --------------
Cash and cash equivalents $ 1,121,918 $ 1,588,218
Escrow deposits - unrestricted 742,334
Accounts and accrued intereset receivable 4,747 194,163
Prepaid expenses 53,417
Deferred expenses, net of accumulated
amortization of $180,390 in 1996 293,887
-------------- --------------
1,126,665 2,872,019
-------------- --------------
Investment in real estate
Land 929,151
Buildings and improvements 14,693,197
--------------
15,622,348
Less accumulated depreciation 8,269,165
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Investment in real estate, net of
accumulated depreciation 7,353,183
-------------- --------------
$ 1,126,665 $ 10,225,202
============== ==============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Accounts payable $ 79,543 $ 45,120
Due to affiliates 42,206 53,729
Accrued real estate taxes 463,870
Security deposits 76,035
Mortgage notes payable 12,028,777
-------------- --------------
Total liabilities 121,749 12,667,531
-------------- --------------
Commitments and contingencies
Limited Partners' capital (deficit)
(30,005 Interests issued and outstanding) 1,024,534 (2,274,026)
General Partner's deficit (19,618) (168,303)
-------------- --------------
Total partners' capital (deficit) 1,004,916 (2,442,329)
-------------- --------------
$ 1,126,665 $ 10,225,202
============== ==============
The accompanying notes are an integral part of the financial statements.
BALCOR EQUITY PROPERTIES, LTD. - VIII
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1997 and 1996
(Unaudited)
1997 1996
-------------- --------------
Income:
Rental and service $ 1,926,250 $ 3,989,560
Interest on short-term investments 118,773 59,424
-------------- --------------
Total income 2,045,023 4,048,984
-------------- --------------
Expenses:
Interest on mortgage notes payable 555,453 1,053,147
Depreciation 231,604 473,640
Amortization of deferred expenses 25,170 39,938
Property operating 1,349,301 1,946,194
Real estate taxes 234,376 350,016
Property management fees 95,944 197,377
Administrative 222,387 249,206
-------------- --------------
Total expenses 2,714,235 4,309,518
-------------- --------------
Loss before gain on sale of properties
and extraordinary item (669,212) (260,534)
Gain on sale of properties 9,635,582 6,122,000
-------------- --------------
Income before extraordinary item 8,966,370 5,861,466
Extraordinary item:
Debt extinguishment expense (508,290) (102,943)
-------------- --------------
Net income $ 8,458,080 $ 5,758,523
============== ==============
Income before extraordinary item
allocated to General Partner $ 157,620 $ 58,615
============== ==============
Income before extraordinary item
allocated to Limited Partners $ 8,808,750 $ 5,802,851
============== ==============
Income before extraordinary item
per Limited Partnership Interest
(30,005 issued and outstanding) $ 293.57 $ 193.40
============== ==============
Extraordinary item allocated to
General Partner $ (8,935) $ (1,029)
============== ==============
<PAGE>
BALCOR EQUITY PROPERTIES, LTD. - VIII
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1997 and 1996
(Unaudited)
(Continued)
1997 1996
-------------- --------------
Extraordinary item allocated to
Limited Partners $ (499,355) $ (101,914)
============== ==============
Extraordinary item per Limited
Partnership Interest (30,005
issued and outstanding) $ (16.64) $ (3.40)
============== ==============
Net income allocated to
General Partner $ 148,685 $ 57,586
============== ==============
Net income allocated to
Limited Partners $ 8,309,395 $ 5,700,937
============== ==============
Net income per Limited
Partnership Interest (30,005
issued and outstanding) $ 276.93 $ 190.00
============== ==============
Distribution to Limited Partners $ 5,010,835 $ 225,038
============== ==============
Distribution per Limited Partnership
Interest $ 167.00 $ 7.50
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PROPERTIES, LTD. - VIII
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1997 and 1996
(Unaudited)
1997 1996
-------------- --------------
Income:
Rental and service $ 1,226,536
Interest on short-term investments $ 57,411 45,047
-------------- --------------
Total income 57,411 1,271,583
-------------- --------------
Expenses:
Interest on mortgage notes payable 1,778 331,448
Depreciation 141,588
Amortization of deferred expenses 13,020
Property operating 239,566 776,786
Real estate taxes 5,456 125,613
Property management fees 5,656 60,048
Administrative 77,561 81,054
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Total expenses 330,017 1,529,557
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Loss before gain on sale of properties
and extraordinary item (272,606) (257,974)
Gain on sale of properties 5,747,783 6,122,000
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Income before extraordinary item 5,475,177 5,864,026
Extraordinary item:
Debt extinguishment expense (281,867) (102,943)
-------------- --------------
Net income $ 5,193,310 $ 5,761,083
============== ==============
(Loss) income before extraordinary item
allocated to General Partner $ (288) $ 58,641
============== ==============
Income before extraordinary item
allocated to Limited Partners $ 5,475,465 $ 5,805,385
============== ==============
Income before extraordinary item
per Limited Partnership Interest
(30,005 issued and outstanding) $ 182.48 $ 193.48
============== ==============
Extraordinary item allocated to
General Partner $ 1,306 (1,029)
============== ==============
<PAGE>
BALCOR EQUITY PROPERTIES, LTD. - VIII
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1997 and 1996
(Unaudited)
(Continued)
1997 1996
-------------- --------------
Extraordinary item allocated to
Limited Partners $ (283,173) (101,914)
============== ==============
Extraordinary item per Limited
Partnership Interest (30,005
issued and outstanding) $ (9.44) (3.40)
============== ==============
Net income allocated to
General Partner $ 1,018 $ 57,612
============== ==============
Net income allocated to
Limited Partners $ 5,192,292 $ 5,703,471
============== ==============
Net income per Limited
Partnership Interest (30,005
issued and outstanding) $ 173.04 $ 190.08
============== ==============
Distribution to Limited Partners $ 5,010,835 None
============== ==============
Distribution per Limited Partnership
Interest (30,005 issued and outstanding) $ 167.00 None
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PROPERTIES, LTD. - VIII
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1997 and 1996
(Unaudited)
1997 1996
-------------- --------------
Operating activities:
Net income $ 8,458,080 $ 5,758,523
Adjustments to reconcile net income
to net cash (used in) provided by
operating activities:
Gain on sale of properties (9,635,582) (6,122,000)
Debt extinguishment expense 268,717 102,943
Depreciation of properties 231,604 473,640
Amortization of deferred expenses 25,170 39,938
Net change in:
Escrow deposits - unrestricted 742,334 327,543
Escrow deposits - restricted 94,709
Accounts and accrued interest
receivable 189,416 (176,000)
Prepaid expenses 53,417 (49,509)
Accounts payable 34,423 (3,008)
Due to affiliates (11,523) 15,465
Accrued liabilities (463,870) (184,639)
Security deposits (76,035) (23,077)
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Net cash (used in) provided by operating
activities (183,849) 254,528
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Investing activities:
Proceeds from sale of properties 17,200,000 8,800,000
Payment of selling costs (442,839) (240,916)
Funding of escrow in connection with the
sales of real estate (100,000)
Release of escrow in connection with the
sales of real estate 100,000
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Net cash provided by investing activities 16,757,161 8,559,084
-------------- --------------
Financing activities:
Distribution to Limited Partners (5,010,835) (225,038)
Repayment of mortgage note payable (11,978,663) (3,073,129)
Principal payments on mortgage notes
payable (50,114) (84,818)
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Net cash used in financing activities (17,039,612) (3,382,985)
-------------- --------------
<PAGE>
BALCOR EQUITY PROPERTIES, LTD. - VIII
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1997 and 1996
(Unaudited)
(Continued)
1997 1996
-------------- --------------
Net change in cash and cash equivalents (466,300) 5,430,627
Cash and cash equivalents at beginning
of period 1,588,218 542,128
-------------- --------------
Cash and cash equivalents at end of period $ 1,121,918 $ 5,972,755
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PROPERTIES LTD.-VIII
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policies:
(a) For financial statement purposes, in previous years partners were allocated
income and loss in accordance with the provisions in the Partnership Agreement.
In order for the capital accounts of the General Partner and Limited Partners
to appropriately reflect their respective remaining economic interests as
provided for in the Partnership Agreement, the income allocations between the
Partners have been adjusted for financial statement purposes in 1997.
(b) The Partnership has restated net income for the nine months and quarter
ended September 30, 1996 as a result of the state withholding taxes paid in
connection with the sale of the Greentree Village Apartments in August 1996.
Such amounts had previously been recorded as an expense of sale. The
Partnership adjusted the expenses of the sale during the latter part of 1996 as
a result of receiving a refund of these taxes during February 1997.
Accordingly, there was no change to partners' capital as of December 31, 1996
as a result of this restatement.
(c) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the nine months
and quarter ended September 30, 1997, and all such adjustments are of a normal
and recurring nature.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. The Partnership sold the Greentree Village Apartments in 1996.
During June 1997, the Partnership sold the Cedar Creek - Phases I and II
Apartments and during July 1997, the Partnership sold its remaining two
properties, the Walnut Hills - Phases I and II Apartments. Available proceeds
from these property sales were distributed to Limited Partners in August 1997.
The Partnership has retained a portion of the cash from the sales to satisfy
obligations of the Partnership as well as establish a reserve for
contingencies. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuits discussed in Note 7 of Notes to the
Financial Statements. In the absence of any contingency, the reserves will be
paid within twelve months of the last property being sold. In the event a
contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.
3. Interest Expense:
During the nine months ended September 30, 1997 and 1996, the Partnership
incurred and paid interest expense on mortgage notes payable of $555,453 and
$1,053,147, respectively.
4. Transactions with Affiliates:
<PAGE>
Fees and expenses paid and payable by the Partnership to affiliates during the
nine months and quarter ended September 30, 1997 are:
Paid
----------------------
Nine Months Quarter Payable
------------ --------- ----------
Reimbursement of expenses to
the General Partner, at cost $ 66,649 $ 23,351 $ 42,206
5. Property sales:
a) In June 1997, the Partnership sold the Cedar Creek - Phase I Apartments in
an all cash sale for $3,232,653. From the proceeds of the sale, the Partnership
paid $2,305,542 to the third party mortgage holder in full satisfaction of the
first mortgage loan, $46,111 in prepayment penalties and $78,403 in selling
costs. The basis of the property was $1,303,018, which is net of accumulated
depreciation of $2,285,616. For financial statement purposes, the Partnership
recognized a gain of $1,851,232 from the sale of this property.
b) In June 1997, the Partnership sold the Cedar Creek - Phase II Apartments in
an all cash sale for $3,967,347. From the proceeds of the sale, the Partnership
paid $2,742,381 to the third party mortgage holder in full satisfaction of the
first mortgage loan, $54,847 in prepayment penalties and $96,138 in selling
costs. The basis of the property was $1,834,642, which is net of accumulated
depreciation of $3,043,064. For financial statement purposes, the Partnership
recognized a gain of $2,036,567 from the sale of this property.
(c) In July 1997, the Partnership sold the Walnut Hills - Phase I Apartments
in an all cash sale for $4,528,312. The Partnership used the proceeds from the
sale and $753,848 of the proceeds from the sale of Walnut Hills - Phase II
Apartments, as described below, to repay the $5,059,440 first mortgage loan in
full and in addition, the Partnership paid a prepayment penalty of $101,189 and
$121,531 in selling costs. The basis of the property was $1,734,932, which is
net of accumulated depreciation of $1,577,926. For financial statement
purposes, the Partnership recognized a gain of $2,671,849 from the sale of this
property.
(d) In July 1997, the Partnership sold the Walnut Hills - Phase II Apartments
in an all cash sale for $5,471,688. From the proceeds of the sale, the
Partnership paid $1,871,300 to the third party mortgage holder in full
satisfaction of the first mortgage loan, a prepayment penalty of $37,426 and
$146,767 in selling costs. In addition, $753,848 of the proceeds was used to
repay the first mortgage loan of the Walnut Hills - Phase I Apartments, as
described above. The basis of the property was $2,248,987, which is net of
accumulated depreciation of $1,594,163. For financial statement purposes, the
Partnership recognized a gain of $3,075,934 from the sale of this property
6. Extraordinary Item:
In June 1997, the Partnership wrote off the remaining unamortized deferred
financing fees totaling $125,465 and paid prepayment penalties totaling
$100,958 in connection with the sales of the Cedar Creek - Phases I and II
Apartments. In July 1997, the Partnership wrote off the remaining unamortized
deferred financing fees totaling $143,252 and paid prepayment penalties
<PAGE>
totaling $138,615 in connection with the sales of the Walnut Hills - Phases I
and II Apartments. These amounts were recognized as an extraordinary item and
classified as debt extinguishment expenses for financial statement purposes.
7. Contingency:
The Partnership is currently involved in two lawsuits whereby the Partnership
and certain affiliates have been named as defendants alleging substantially
similar claims involving certain federal securities law violations with regard
to the adequacy and accuracy of disclosures of information concerning, as well
as marketing efforts related to, the offering of the Limited Partnership
Interests of the Partnership. The defendants continue to vigorously contest
these actions. A plaintiff class has not been certified in either action and,
no determinations of the merits have been made. It is not determinable at this
time whether or not an unfavorable decision in either action would have a
material adverse impact on the financial position, operations or liquidity of
the Partnership. The Partnership believes that it has meritorious defenses to
contest the claims.
<PAGE>
BALCOR EQUITY PROPERTIES LTD.-VIII
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Equity Properties Ltd.-VIII (the "Partnership") was formed in 1979 to
invest in and operate income-producing real property. The Partnership raised
$30,005,000 through the sale of Limited Partnership Interests and utilized
these proceeds to acquire thirteen real property investments. The Partnership
has since disposed of all thirteen of these properties. During June 1997, the
Partnership sold the Cedar Creek - Phases I and II Apartments. During July
1997, the Partnership sold its two remaining properties, the Walnut Hills -
Phases I and II Apartments.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1996 for a more complete understanding of
the Partnership's financial position.
Operations
- ----------
Summary of Operations
- ---------------------
The Partnership recognized higher gains on sale in connection with the sales of
two of its properties during June 1997 and the sales of its remaining two
properties during July 1997 than the gain recognized during August 1996 related
to the sale of one of its properties. This was the primary reason net income
increased during the nine months ended September 30, 1997 as compared to the
same period in 1996. The gain on sale recognized during the quarter ended
September 30, 1996 was higher than the gains on sale recognized during the
quarter ended September 30, 1997. As a result net income decreased during the
quarter ended September 30, 1997 as compared to the same period in 1996.
Further discussion of the Partnership's operations is summarized below.
1997 Compared to 1996
- ---------------------
Unless otherwise noted, discussions of fluctuations between 1997 and 1996 refer
to both the nine months and quarters ended September 30, 1997 and 1996.
In August 1996, the Partnership sold the Greentree Village Apartments, in June
1997, the Partnership sold the Cedar Creek - Phases I and II Apartments and in
July 1997, the Partnership sold the Walnut Hills - Phases I and II Apartments.
These sales resulted in decreases in rental and service income, interest
expense on mortgage notes payable, depreciation, amortization of deferred
expenses, property operating expenses, real estate taxes and property
management fees during 1997 as compared to 1996.
Interest income on short-term investments increased during 1997 when compared
to 1996 due to higher average cash balances resulting from proceeds received
from the sale of the Cedar Creek - Phases I and II Apartments in June 1997 and
Walnut Hills - Phases I and II Apartments in July 1997 prior to distribution to
Limited Partners in August 1997.
<PAGE>
For financial statement purposes, the Partnership recognized gains totaling
$9,635,582 during 1997 in connection with sales of the Cedar Creek - Phases I
and II and Walnut Hills - Phases I and II apartment complexes and a gain of
$6,122,000 during 1996 in connection with the sale of the Greentree Village
Apartments.
In June 1997, the Partnership wrote off the remaining unamortized deferred
financing fees totaling $125,465, and paid prepayment penalties totaling
$100,958 in connection with the sales of the Cedar Creek - Phases I and II
Apartments. In July 1997, the Partnership wrote off the remaining unamortized
deferred financing fees totaling $143,252, and paid prepayment penalties
totaling $138,615 in connection with the sales of the Walnut Hills - Phases I
and II Apartments. In August 1996, the Partnership wrote off the remaining
unamortized deferred financing fees in connection with the sale of the
Greentree Village Apartments in the amount of $102,943. These amounts were
recognized as extraordinary items and classified as debt extinguishment expense
for financial statement purposes.
Administrative expenses decreased in 1997 as compared to 1996 primarily due to
a decrease in accounting, portfolio management and investor service fees.
However, these decreases were partially offset by an increase in legal fees.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $466,000 as of
September 30, 1997, when compared to December 31, 1996 primarily due to a
special distribution made to Limited Partners from proceeds received from the
four property sales during 1997. Cash of approximately $184,000 was used in
operating activities which consisted of the funding of cash flow deficits from
the operations of the Partnership's properties and administrative expenses,
which were partially offset by interest income on short-term investments. The
Partnership received cash of approximately $16,757,000 from investing
activities consisting of net proceeds received from the sales of the Cedar
Creek - Phases I and II Apartments and Walnut Hills - Phases I and II
Apartments. The Partnership used cash in financing activities of approximately
$17,040,000 consisting primarily of the repayment of mortgage notes payable in
connection with the sales of the Cedar Creek - Phases I and II and Walnut Hills
- - Phases I and II apartment complexes and a special distribution of $5,010,835
to the Limited Partners.
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. The Partnership sold the Greentree Village Apartments in 1996.
During June 1997, the Partnership sold the Cedar Creek - Phases I and II
Apartments and during July 1997, the Partnership sold its remaining two
properties, the Walnut Hills - Phases I and II Apartments. Available proceeds
from these property sales were distributed to Limited Partners in August 1997.
The Partnership has retained a portion of the cash from the sales to satisfy
obligations of the Partnership as well as establish a reserve for
contingencies. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuits discussed in Note 7 of Notes to
Financial Statements. In the absence of any such contingency, the reserves will
be paid within twelve months of the last property sale. In the event a
<PAGE>
contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.
In June 1997, the Partnership sold the Cedar Creek - Phase I Apartments in an
all cash sale for $3,232,653. From the proceeds of the sale, the Partnership
paid $2,305,542 to the third party mortgage holder in full satisfaction of the
first mortgage loan, a prepayment penalty of $46,111 and $78,403 in selling
costs. The remaining available proceeds, less the escrow funds as described
below, were distributed to the Limited Partners in August 1997. See Note 5 of
Notes to Financial Statements for additional information.
In June 1997, the Partnership sold the Cedar Creek - Phase II Apartments in an
all cash sale for $3,967,347. From the proceeds of the sale, the Partnership
paid $2,742,381 to the third party mortgage holder in full satisfaction of the
first mortgage loan, a prepayment penalty of $54,847 and $96,138 in selling
costs. The remaining available proceeds, less the escrow funds described below,
were distributed to the Limited Partners in August 1997. See Note 5 of Notes to
Financial Statements for additional information.
At the closing of the Cedar Creek - Phases I and II Apartments, a total of
$100,000 was placed in escrow, $44,898 of which was allocated to Phase I and
$55,102 of which was allocated to Phase II. The escrow funds were not to be
disbursed until the later of the settlement of any claims which have been made
by the purchaser or August 1, 1997. Of the escrow amount, $31,922 has been
paid to the purchaser for certain claims which were presented by the purchaser
and the remaining $68,078 has been disbursed to the Partnership.
In July 1997, the Partnership sold the Walnut Hills - Phase I Apartments in an
all cash sale for $4,528,312. The Partnership used the proceeds from the sale
and $753,848 of the proceeds from the sale of Walnut Hills - Phase II
Apartments, as described below, to repay the $5,059,440 first mortgage loan in
full and in addition, the Partnership paid a prepayment penalty of $101,189 and
$121,531 in selling costs. See Note 5 of Notes to Financial Statements for
additional information.
In July 1997, the Partnership sold the Walnut Hills - Phase II Apartments in an
all cash sale for $5,471,688. From the proceeds of the sale, the Partnership
paid $1,871,300 to the third party mortgage holder in full satisfaction of the
first mortgage loan, a prepayment penalty of $37,426 and $146,767 in selling
costs. In addition, $753,848 of the proceeds was used to repay the first
mortgage loan of the Walnut Hills - Phase I Apartments, as described above. The
remaining available proceeds were distributed to the Limited Partners in August
1997. See Note 5 of Notes to Financial Statements for additional information.
In August 1997, the Partnership paid a distribution of $5,010,835 ($167 per
Interest) to the holders of Limited Partnership Interests from available Net
Cash Proceeds from the sales of Cedar Creek - Phases I and II and Walnut Hills
- - Phases I and II apartment complexes. Since all of the Partnership's
properties have been sold, no additional quarterly distributions are expected.
To date, Limited Partners have received cash distributions totaling $622.57 per
$1,000 Interest as well as certain tax benefits. Of this amount, $173.33 has
been Net Cash Receipts and $449.24 represents Net Cash Proceeds. Investors will
not recover all of their original investment.
<PAGE>
BALCOR EQUITY PROPERTIES LTD.-VIII
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
(a) Exhibits:
(4) Certificate of Limited Partnership set forth as Exhibit 4 to Amendment
No. 2 to the Registrant's Registration Statement on Form S-11 dated
February 26, 1980 (Registration No. 2-63821) and Form of Confirmation regarding
Interests in the Registrant set forth as Exhibit 4.2 to the Registrant's Report
on Form 10-Q for the quarter ended September 30, 1992 (Commission File No.
0-9541) are incorporated herein by reference.
(10) Material Contracts:
(a)(i) Agreement of Sale and attachment thereto related to the sale of the
Walnut Hills - Phase I Apartments, San Antonio, Texas, previously filed as
Exhibit (2)(a) to the Registrant's Report on Form 8-K dated March 31, 1997 is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of Walnut Hills
- - Phase I Apartments, San Antonio, Texas, previously filed as Exhibit
(10)(a)(ii) to the Registrant's Report on Form 10-Q dated June 30, 1997 is
incorporated herein by reference.
(b)(i) Agreement of Sale and attachment thereto related to the sale of the
Walnut Hills - Phase II Apartments, San Antonio, Texas, previously filed as
Exhibit (2)(b) to the Registrant's Report on Form 8-K dated March 31, 1997 is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of Walnut Hills
- - Phase II Apartments, San Antonio, Texas, previously filed as Exhibit
(10)(b)(ii) to the Registrant's Report on Form 10-Q dated June 30, 1997 is
incorporated herein by reference.
(c) Agreement of Sale and attachment thereto relating to the sale of Greentree
Village Apartments, Colorado Springs, Colorado, previously filed as Exhibit
(10) to the Registrant's Report on Form 10-Q dated June 30, 1996, is
incorporated herein by reference.
(d)(i) Agreement of Sale and attachment thereto related to the sale of Cedar
Creek - Phases I and II Apartments, San Antonio, Texas, previously filed as
Exhibit (10)(d)(i) to the Registrant's Report on Form 10-Q dated March 31,
1997, is incorporated herein by reference.
(ii) Escrow Agreement related to the Sale of Cedar Creek - Phases I and II
Apartments, San Antonio, Texas, previously filed as Exhibit (10)(a)(ii) to the
Registrant's Report on Form 10-Q dated March 31, 1997, is incorporated herein
by reference.
(iii) First Amendment to Agreement of Sale related to the sale of Cedar Creek -
Phases I and II Apartments, San Antonio, Texas, previously filed as Exhibit
<PAGE>
(10)(d)(iii) to the Registrant's Report on Form 10-Q dated March 31, 1997, is
incorporated herein by reference.
(iv) Second Amendment to Agreement of Sale related to the sale of Cedar Creek -
Phases I and II Apartments, San Antonio, Texas, previously filed as Exhibit
(10)(d)(iv) to the Registrant's Report on Form 10-Q dated March 31, 1997, is
incorporated herein by reference.
(v) Third Amendment to Agreement of Sale relating to the sale of Cedar Creek -
Phases I and II Apartments, San Antonio, Texas, previously filed as Exhibit
(10)(d)(v) to the Registrant's Report on Form 10-Q dated June 30, 1997 is
incorporated herein by reference.
(vi) Fourth Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of Cedar Creek - Phases I and II Apartments, San Antonio, Texas,
previously filed as Exhibit (10)(d)(vi) to the Registrant's Report on Form 10-Q
dated June 30, 1997 is incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for the nine month period ending
September 30, 1997 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended September 30, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BALCOR EQUITY PROPERTIES LTD.-VIII
By: /s/Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of BRI
Partners-79, the General Partner
By: /s/Jayne A. Kosik
-----------------------------
Jayne A. Kosik
Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
BRI Partners-79, the General Partner
Date: November 13, 1997
--------------------
<PAGE>
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 1122
<SECURITIES> 0
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0
0
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<EXTRAORDINARY> (508)
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