FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
[ ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1996
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 0-10273
CONSOLIDATED CAPITAL PROPERTIES III
(Name of small business issuer in its charter)
California 94-2653686
(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 Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. 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. [ ]
State issuer's revenues for its most recent fiscal year: $6,227,000
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, 1996: Market value information for the
Registrant's partnership interests is not available. Should a trading market
develop for these interests, it is management's belief that such trading would
not exceed $25,000,000.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Consolidated Capital Properties III (the "Registrant" or "Partnership") was
organized on May 22, 1980, as a limited partnership under the California Uniform
Limited Partnership Act. On November 25, 1980, the Partnership registered with
the Securities and Exchange Commission (the "SEC") under the Securities Act of
1933 (File No. 2-68018) and commenced a public offering for sale of $60 million
of Units, with the General Partner's right to increase the offering to $120
million. 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 its units under the Securities Exchange
Act of 1934 (File No. 0-10273) in March 1982. The sale of Limited Partnership
Units closed on December 17, 1981, with 158,945 Units sold at $500 each, or
gross proceeds of $79.5 million to the Partnership. At the request of certain
Limited Partners and in accordance with its Partnership Agreement (herein so
called), the Partnership has retired a total of 309 Units. The Partnership gave
no consideration for these units.
By the end of fiscal 1985, approximately 71% of the proceeds raised had been
invested in twenty-eight properties. Of the remaining 29%, 11% was required for
organizational and offering expenses, sales commissions and acquisition fees,
and 18% was retained in Partnership reserves for project improvements and
working capital as required by the Partnership Agreement.
The General Partner of the Partnership is ConCap Equities, Inc., a Delaware
corporation (the "General Partner" or "CEI"). The principal place of business
for the Partnership and for the General Partner is One Insignia Financial Plaza,
Greenville, South Carolina 29602.
The Partnership's primary business and only industry segment is real estate
related operations. The Partnership was formed to acquire, own, operate and
ultimately dispose of income-producing real properties for the benefit of its
partners. At December 31, 1996, the Partnership owns four properties as
described in "Item 2 - Description of Property". Prior to 1996, the Partnership
disposed of twenty-five (25) properties, two of which were reacquired through
foreclosure.
On September 25, 1995, the General Partner proxied the Limited Partners to
modify the Partnership Agreement to eliminate the minimum working capital
reserve requirement whereby reserves had been required to be greater than the 5%
of Net Invested Capital. On October 31, 1995, the proposals were adopted with a
majority of the outstanding units approving the proposals. See "Item 4 -
Submission of Matters to a Vote of Security Holders" and "Item 6 - Management's
Discussion and Analysis or Plan of Operations", for a discussion of Partnership
liquidity and capital resources.
The real estate business is highly competitive. The Registrant's real property
investments are subject to competition from similar types of properties in the
vicinities in which they are located and the Partnership is not a significant
factor in its industry. In addition, various limited partnerships have been
formed by related parties to engage in businesses which may be competitive with
the Registrant.
The Registrant has no employees. Management and administrative services are
performed by affiliates of Insignia Financial Group, Inc. ("Insignia"), an
affiliate of the General Partner. The property manager is responsible for the
day-to-day operations of each property. The General Partner has also selected
affiliates of Insignia to provide real estate advisory and asset management
services to the Partnership. As advisor, such affiliates provide all
partnership accounting and administrative services, investment management, and
supervisory services over property management and leasing. For further
discussion of property and partnership management, see "Item 12".
Upon the Partnership's formation in 1980, Consolidated Capital Equities
Corporation ("CCEC"), a Colorado corporation, was the corporate general partner.
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 of the United States Bankruptcy Code. In 1990,
as part of CCEC's reorganization plan, CEI acquired CCEC's general partner
interests in the Partnership and in 15 other affiliated public limited
partnerships (the "Affiliated Partnerships") and CEI replaced CCEC as managing
general partner in all 16 partnerships. The selection of CEI as the sole
managing general partner was approved by a majority of the Limited Partners in
the Partnership and in each of the Affiliated Partnerships pursuant to a
solicitation of the Limited Partners dated August 10, 1990. As part of this
solicitation, the Limited Partners also approved an amendment to the Partnership
Agreement to limit changes of control of the Partnership.
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 an affiliate of 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, the Insignia affiliate
also acquired all of the outstanding stock of Partnership Services, Inc., an
asset management entity, and Insignia acquired all of the outstanding stock of
Coventry Properties, Inc., a property management entity. 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, the Insignia affiliate
exercised the remaining portion of its option to purchase all of the remaining
outstanding capital stock of GII Realty, Inc.
ITEM 2. DESCRIPTION OF PROPERTY
The Partnership originally acquired twenty-eight properties, of which twenty-
five were disposed of in years prior to 1996, and subsequently reacquired two of
these properties through foreclosure on notes receivable. One property was
relinquished through a foreclosure during 1996, thus, at December 31, 1996, the
Partnership held four income-producing properties, including one office building
and three apartment complexes.
Date of
Property Purchase Type of Ownership Use
Professional Plaza 03/03/81 Fee ownership Office Bldg. -
Office Building 72,559 sq.ft.
Salt Lake City, Utah
Ventura Landing Apartments 10/07/81 Fee ownership Apartment -
Orlando, Florida to first mortgage 184 units
Village Green Apartments 12/20/91 Fee ownership Apartment -
Altamonte Springs, to first mortgage 164 units
Florida
West Chase Apartments 09/17/90 Fee ownership Apartment -
Lexington, Kentucky 120 units
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Useful Federal
Property Value Depreciation Life Method Tax Basis
<S> <C> <C> <C> <C> <C>
Professional Plaza $ 4,217 $3,066 5-19 years S/L $ 1,556
Ventura Landing 4,854 4,250 5-19 years S/L 728
Village Green 2,641 926 3-15 years S/L 4,087
West Chase 2,106 956 5-15 years S/L 1,944
Totals $13,818 $9,198 $ 8,315
</TABLE>
See "Note A" of the Notes to Consolidated Financial Statements included in "Item
7" for a description of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Ventura Landing $ 2,200 7.33% 7 yrs 11/03 $2,200
Village Green 2,000 7.33% 7 yrs 11/03 2,000
Totals $ 4,200 $4,200
</TABLE>
During the second quarter of 1996, the Partnership entered into an interim
financing arrangement for both Ventura Landing and Village Green for $2.2
million and $2 million, respectively. The previous Ventura Landing note of $3.2
million was repaid at that time. The interest rate was 250 basis points over
the 30-day LIBOR, resulting in a total note rate of 8.00%. The loans matured on
August 1, 1996, with a 60-day extension option. The Partnership exercised this
option to convert the interim loans to fixed rate amortizing loans with an
interest rate equal to the Treasury Rate, as defined in the financing agreement,
plus 2.15%. Such converted loans would mature in ten years with monthly payments
of principal and interest based on a schedule which would fully amortize the
loans over a thirty year term. The Partnership, however, continued seeking
alternative long-term financing to obtain a lower interest rate.
In November of 1996, these two properties obtained long-term refinancing.
Proceeds from this transaction totalled $4,200,000. The debt accrues interest
at a rate of 7.33% per year, matures on November 1, 2003, and requires balloon
payments at maturity for the full principal amount. Throughout the mortgage
term, interest only payments are required. Loan costs of $201,000 were incurred
by the properties as a result of the interim and long-term refinancing, and are
included in other assets on the balance sheet.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average
Rental Rates (1) Occupancy
Property 1996 1995 1996 1995
Professional Plaza $10.21 $10.19 97% 96%
Ventura Landing 5,813 5,658 95% 92%
Village Green 5,910 5,743 95% 93%
West Chase 6,046 5,891 93% 90%
(1) The average annual rental rate for Professional Plaza is per square foot.
The rate is per unit for the apartment properties.
As noted under "Item 1. Description of Business," the real estate industry is
highly competitive. The Partnership's properties are subject to competition
from other properties in their area. The Managing General Partner believes
that the Partnership's properties are adequately insured. The multifamily
residential properties' lease terms are one year or less. No residential tenant
leases 10% or more of the available rental space.
The following is a schedule of lease expirations at Professional Plaza for the
years 1997-2006:
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
(in thousands)
1997 17 28,274 $290 37.7%
1998 13 22,215 228 29.5%
1999 13 14,800 167 21.7%
2000 2 4,118 51 6.6%
2001 2 3,149 41 5.4%
2002-2006 0 0 0 0
The following schedule reflects information on tenants leasing 10% or more of
the leasable square footage for each property:
<TABLE>
<CAPTION>
Square Footage Annual Rent Lease
Nature of Business Leased Square Foot Expiration
<S> <C> <C> <C> <C>
Professional Plaza Engineering Firm 10,411 $9.84 (1)
<FN>
(1) The tenant leases four spaces with lease expiration dates of 4/30/97,
5/31/97, 1/31/98 and 1/31/98.
</TABLE>
SCHEDULE OF REAL ESTATE TAXES AND RATES:
(dollar amounts in thousands)
1996 1996
Taxes Rate
Professional Plaza 41 1.3%
Ventura Landing 76 2.3%
Village Green 67 2.0%
West Chase 21 1.0%
ITEM 3. LEGAL PROCEEDINGS
In November 1994, Robert Lewis filed an alleged class action in the United
States District Court for the Northern District of California seeking
declaratory and injunctive relief, but not monetary damages in connection with a
tender offer by LP 4 Acceptance Corporation for limited partnership units of the
Partnership. The complaint named ConCap Equities, Inc., the general partner of
the Partnership, LP 4 Acceptance Corporation and one other party as defendants.
The tender offer was terminated in December 1994. In January 1995, the
Plaintiff amended the complaint to add Insignia, MAE, and MAE-ICC, Inc. as
additional defendants in connection with a new tender offer commenced by
Insignia CCP III Acquisition L.L.C. but the added defendants were not properly
served. The tender offer closed on January 20, 1995, and the offeror purchased
the tendered units. Plaintiff Lewis filed a Stipulation for Dismissal of Case
Without Prejudice in June of 1995 which requested the Court to dismiss the above
action without prejudice and without costs to any party. The Court approved the
stipulation on July 21, 1995.
In November of 1994, C.E. and Berniece Patterson, each of whom is a limited
partner of the Partnership, filed an action in the United States District Court
for the Northern District of California seeking declaratory and injunctive
relief, but not monetary damages, alleging, among other things, that a tender
offer by LP 4 Acceptance Corporation for limited partnership units of the
Partnership violated the federal securities laws and the partnership agreements
and breached the general partner's fiduciary duties. The complaint named ConCap
Equities, Inc., the general partner of the Partnership and others as defendants.
These actions were filed by the Pattersons as individuals and were not class
actions. The tender offer was terminated in December 1994. In December 1994,
the complaint in this action was amended to include Insignia, MAE and MAE-ICC,
Inc. and others as defendants in connection with a tender offer commenced in
December 1994 by Insignia CCP III Acquisition, L.L.C. for limited partnership
units of the Partnership. On January 20, 1995, the District Court denied
Plaintiffs' motion for a preliminary injunction to enjoin the tender offer. The
tender offer closed on January 20, 1995, and the offeror purchased the tendered
units. C.E. and Berniece Patterson had also initiated other causes of action
against two affiliated entities, which held limited partnership units in
Consolidated Capital Properties IV and Consolidated Capital Properties VI
regarding other tender offers. On March 31, 1995, the parties to the above
referenced actions entered into a settlement agreement and a standstill
agreement for all actions pursuant to which (i) Plaintiffs filed a notice of
dismissal with respect to the first amended complaints in the actions; (ii)
Plaintiffs and defendants released each other from all claims which were or
could have been asserted in connection with the first amended complaints in the
actions; (iii) Plaintiffs and MacKenzie Patterson, Inc. ("MacKenzie) will
refrain from certain activities relating to the acquisition of limited
partnership units in any partnership of which Insignia or any of its affiliates
is a general partner; (iv) Plaintiffs and their affiliates granted to a
subsidiary of Insignia a right of first refusal in connection with the sale of
limited partnership interests in the Partnership by plaintiffs; and (v)
Plaintiffs and their affiliates will assign to a subsidiary of Insignia
irrevocable proxies to vote any limited partnership interests in Consolidated
Capital Properties VI acquired by MacKenzie as a result
of the tender offer by MacKenzie and affiliates to acquire limited partnership
interests in Consolidated Capital Properties VI or thereafter.
The Partnership is not a party to, nor are any of the Partnership's properties
the subject of, any material pending legal proceedings, other than ordinary
litigation routine to the Partnership's business (the "Proposals").
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.
The General Partner formulated the Proposals as a means of increasing
operational flexibility and improving Partnership operations. The Proposals
seek to achieve these goals by amending the Partnership Agreement to modify
certain existing capital reserve and property disposition limitations. Proposal
1 provides the General Partner with additional flexibility in establishing the
timing and amount of distributions by eliminating the requirements that the
Partnership maintain reserves equal to at least 5% of Invested Capital and
distribute any net economic gains realized upon the sale of any Partnership
assets within 90 days of the close of the fiscal year in which such gains are
realized. Proposal 2 provides the General Partner with the authority to take
advantage of certain property disposition opportunities by authorizing the
General Partner to sell multiple properties that represent less than 50% of the
net book value of all of the Partnership's properties as of the end of the most
recently completed calendar quarter to the same purchaser or its affiliates in
any six-month period or any single Partnership property, without obtaining
Limited Partner approval.
Importantly, Proposal 2 did not seek to modify the Partnership Agreement
provision prohibiting Partnership property sales to the General Partner or its
affiliates.
This matter was open until October 25, 1995. In regards to Proposal 1, the
unitholders voted 51% in favor of the matter, 9% opposed or abstained and 40%
did not respond. In regards to Proposal 2, the unitholders voted 51% in favor
of the matter, 9% opposed or abstained and 40% did not respond. Accordingly,
the proposals were adopted with a majority of the outstanding units approving
the proposals.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND RELATED
SECURITY HOLDER MATTERS
(A) No established public trading market for the Partnership's Units exists
nor is one expected to develop.
(B) Title of Class Number of Unit Holders of Record
Limited Partnership Units 7,623 as of December 31, 1996
(C) In January 1995, the Partnership declared distributions, representing
return of capital, totalling approximately $1,428,000 to the Partners. In
December 1995, the Partnership declared and paid distributions,
representing a return of capital, totalling approximately $905,000 to the
Partners. Additionally, the Partnership declared and paid distributions
in December of 1995, attributable to cash flow from operations, totalling
approximately $640,000 to the Partners. In September of 1996, the General
Partner declared and paid distributions attributable to cash flow from
operations, totalling approximately $368,000 to the partners. In April of
1996, the Partnership paid state withholding taxes of $12,000 for non-
resident limited partners. This payment is reflected as a distribution to
the Limited Partners. See also "Item 6 - Management's Discussion and
Analysis or Plan of Operations".
(D) On January 20, 1995, an affiliate of the General Partner, Insignia CCP III
Acquisition, L.L.C., closed an offer to purchase Units (the "Tender
Offer") for a cash price of $50.00 per Unit to Limited Partners of record
as of December 15, 1994. Approximately 2,260 Limited Partners holding
36,951 Units (23.29% of total Units) accepted the Tender Offer and sold
their Units to Insignia CCP III Acquisition, L.L.C. effective January 20,
1995, for an aggregate sales price of approximately $1.8 million. During
January of 1997, ownership of these units were transferred to another
affiliate of Insignia.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Results of Operations
The Partnership realized net income of $2,842,000 for the year ended December
31, 1996, compared to a net loss of $891,000 for the year ended December 31,
1995. The increased net income is due primarily to the foreclosure of the
Mountain Plaza property during the third quarter of 1996. This foreclosure
resulted in an extraordinary gain on foreclosure in 1996 of $1,149,000, as well
as a gain recorded to increase the carrying value of Mountain Plaza assets to
their estimated market value of $1,820,000. (See "Note F" in the Notes to the
Consolidated Financial Statements).
Rental income decreased for the year ended December 31, 1996, compared to the
year ended December 31, 1995, due primarily to the foreclosure noted above.
Lost revenues from the foreclosed property were partially offset by rental rate
increases at the Partnership's other properties. Interest and other income
decreased for 1996, compared to 1995 due to decreased interest income from the
Columns of Castleton note receivable, which was collected in March of 1995 (See
"Note E" in the Notes to Consolidated Financial Statements). Interest income
also decreased in 1996, compared to 1995 due to the liquidation of short term
interest bearing investments.
Operating expenses, depreciation and interest expense decreased for the year
ended December 31, 1996, compared to the year ended December 31, 1995, due
primarily to the disposition of Mountain Plaza during the third quarter of 1996.
The decrease in interest expense was also impacted by the retirement of notes
payable secured by the Professional Plaza Office Building and the Village Green
Apartments in August 1995 (See "Note G" in the Notes to the Consolidated
Financial Statements). The interest expense decrease resulting from these items
was partially offset by the refinancing of the Ventura Landing note payable, a
new mortgage note payable secured by Village Green Apartments, and default
interest on the mortgage note payable secured by Mountain Plaza Apartments which
was foreclosed upon during the third quarter of 1996 (see "Note F" in the Notes
to Consolidated Financial Statements). General and administrative expenses
decreased for the year ended December 31, 1996, compared to the year ended
December 31, 1995, due to increased legal, printing and postage costs associated
with the Partnership's required responses to various tender offers (See "Item 3.
Legal Proceedings") and increased expense reimbursements related to the combined
efforts of the Dallas and Greenville partnership administration staffs during
the transition period in the first and second quarters of 1995. The 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 decrease in property taxes resulted from the foreclosure at Mountain Plaza,
partially offset by the payment of a 1990 tax liability of $168,000, of which
$68,000 was underaccrued, in order to secure the new note payable at Village
Green Apartments.
The increase in maintenance expense in 1996, compared to 1995 is primarily due
to a painting project at Ventura Landing. Exterior building improvements at
Village Green also contributed to higher maintenance expense. The foreclosure
of Mountain Plaza partially offset the increases noted above. Included in
maintenance expense is approximately $168,000 in major repairs and maintenance
comprised primarily of exterior building improvements.
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 expenses. 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
As of December 31, 1996, the Partnership held cash and cash equivalents of
$3,603,000 compared to $2,854,000 at December 31, 1995. Net cash provided by
operating activities increased primarily due to a decrease in general and
administrative expenses for the year ended December 31, 1996, compared to the
year ended December 31, 1995. The decrease in general and administrative
expenses was essentially due to expense reimbursements related to the combined
efforts of the Dallas and Greenville partnership administration staffs during
the transition period during the first and second quarters of 1995. These costs
were related to the transition efforts incurred to minimize any disruption in
the year-end reporting function including the financial reporting and K-1
preparation and distribution. Net cash used in investing activities increased
due to the final collection of the Columns of Castleton note receivable in
March of 1995 which favorably impacted 1995's cash flows. In addition, net
proceeds from sales of long-term investments were reduced in 1996 due to the
Partnership investing primarily in short-term cash equivalents. Net cash
provided by financing activities increased due to cash received from the
refinancing of the Village Green Apartments and Ventura Landing Apartments
and lower distributions to the partners during 1996 compared to 1995.
The partners amended its Partnership Agreement during 1995 to modify the
requirement that the Partnership maintain reserves equal to at least 5% of
invested capital to instead require reserves in an amount deemed reasonable
and prudent by the General Partner (See "Item 4 - Submission of Matters to a
Vote of Security Holders").
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 property to adequately maintain the physical
assets and meet other operating needs of the partnership. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The mortgage indebtedness of $4.2 million secured by the Village Green and
Ventura Landing Apartments matures in November of 2003 with a balloon payment
due at maturity, at which time the property will either be refinanced or sold.
Distributions of approximately $380,000 and $2,973,000 were made to the
partners during 1996 and 1995, respectively. Future cash distributions will
depend on the levels of net cash generated from operations, capital
expenditure requirements, property sales and the availability of cash reserves.
ITEM 7. FINANCIAL STATEMENTS
CONSOLIDATED CAPITAL PROPERTIES III
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheet - December 31, 1996
Consolidated Statements of Operations - Years ended December 31, 1996
and 1995
Consolidated Statements of Changes in Partners - Capital (Deficit) - Years
ended December 31, 1996 and 1995
Consolidated Statements of Cash Flows - Years ended December 31, 1996 and
1995
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Consolidated Capital Properties III
We have audited the accompanying consolidated balance sheet of Consolidated
Capital Properties III as of December 31, 1996, and the related consolidated
statements of operations, changes in partners= capital (deficit) and cash flows
for each of the two years in the period ended December 31, 1996. These
financial statements are the responsibility of the Partnership=s management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Partnership's management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Consolidated Capital Properties III as of December 31, 1996, and the
consolidated results of its operations and its cash flows for each of the two
years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
January 28, 1997
CONSOLIDATED CAPITAL PROPERTIES III
CONSOLIDATED BALANCE SHEET
(in thousands, except for unit data)
December 31, 1996
Assets
Cash and cash equivalents:
Unrestricted $3,603
Restricted-tenant security deposits 115
Accounts receivable 48
Escrows for taxes and insurance 89
Restricted escrows 222
Other assets 302
Investment properties (Notes A, H and K):
Land $ 1,552
Buildings and related personal property 12,266
13,818
Less accumulated depreciation (9,198) 4,620
$8,999
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 114
Tenant security deposits 114
Other liabilities 161
Mortgage notes payable (Note H) 4,200
Partners' Capital (Deficit) (Note A)
General partner $ (1,853)
Limited partners (158,636 units
and outstanding)
issued and outstanding) 6,263 4,410
$8,999
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES III
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $4,044 $ 4,167
Other income 363 516
Gain on disposition of property (Note F) 1,820 --
Total revenues 6,227 4,683
Expenses:
Operating 1,685 1,877
General and administrative 360 696
Maintenance 680 653
Depreciation 842 1,116
Interest 646 782
Property taxes 321 334
Total expenses 4,534 5,458
Income (loss) before extraordinary items 1,693 (775)
Extraordinary loss on early extinguishment
of debt -- (116)
Extraordinary gain on foreclosure (Note F) 1,149 --
Net income (loss) $2,842 $ (891)
Net income (loss) allocated to
general partners (4%) $ 114 (36)
Net income (loss) allocated to
limited partners (96%) 2,728 (855)
Net income (loss) $2,842 $ (891)
Net income (loss) per limited
partnership unit:
Income (loss) before extraordinary item $10.25 $ (4.69)
Extraordinary loss on early extinguishment
of debt -- (.70)
Extraordinary gain on foreclosure 6.95 --
Net income (loss) $17.20 $ (5.39)
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES III
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 158,945 $ 1 $79,473 $79,474
Partners' capital (deficit) at
December 31, 1994 158,636 $(1,890) $ 7,702 $ 5,812
Distributions paid -- (26) (2,947) (2,973)
Net loss for the year ended
December 31, 1995 -- (36) (855) (891)
Partners' capital (deficit)
at December 31, 1995 158,636 (1,952) 3,900 1,948
Distributions paid -- (15) (365) (380)
Net income for the year ended
December 31, 1996 -- 114 2,728 2,842
Partners' capital (deficit)
at December 31, 1996 158,636 $(1,853) $ 6,263 $ 4,410
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
CONSOLIDATED CAPITAL PROPERTIES III
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 2,842 $ (891)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Gain on disposition of property (1,820) --
Loss on repayment of mortgage notes payable -- 116
Extraordinary gain on foreclosure (1,149) --
Depreciation 842 1,116
Amortization of lease commissions
and loan costs 48 51
Loss on disposal of property -- 38
Change in accounts:
Restricted cash 8 (59)
Accounts receivable 57 (16)
Note interest receivable -- 15
Escrow for taxes and insurance (11) 93
Other assets (16) (4)
Accounts payable (72) 126
Tenant security deposit liabilities (8) 4
Accrued taxes 3 (110)
Other liabilities 77 108
Net cash provided by operating activities 801 587
Cash flows from investing activities:
Property improvements and replacements (249) (378)
Purchase of securities available for sale -- (15,273)
Proceeds from sale of securities available
for sale -- 18,292
Collection of note receivable -- 2,316
Deposits to restricted escrow (222) (7)
Receipts from restricted escrow 7 --
Net cash (used in) provided by
investing activities (464) 4,950
Cash flows from financing activities:
Prepayment penalty on mortgage notes payable -- (17)
Payments on notes payable (33) (191)
Proceeds from notes payable 8,400 --
Repayment of notes payable (7,374) (1,592)
Loan costs paid (201) --
Partners' distributions (380) (2,973)
Net cash provided by (used in)
financing activities 412 (4,773)
Net increase in cash and cash equivalents 749 764
Cash and cash equivalents at beginning of period 2,854 2,090
Cash and cash equivalents at end of period $ 3,603 $ 2,854
Supplemental disclosure of cash flow information:
Cash paid for interest $ 636 $ 685
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
CONSOLIDATED CAPITAL PROPERTIES III
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(December 31, 1996)
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Consolidated Capital Properties III, a California limited partnership (the
"Partnership"), was formed on May 22, 1980, to acquire and operate commercial
and residential properties. As of December 31, 1996, the Partnership owns three
residential properties and one commercial property located in or near major
urban areas in the United States.
At the time of the Partnership's formation, Consolidated Capital Equities
Corporation ("CCEC"), a Colorado corporation, was the corporate general partner
and Consolidated Capital Management Company ("CCMC"), a California general
partnership, was the non-corporate general partner. 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 of the United States Bankruptcy Code. As part of CCEC's reorganization plan,
ConCap Equities, Inc. (the "General Partner" or "CEI") acquired CCEC's general
partner interests in the Partnership and in 15 other affiliated public limited
partnerships (the "Affiliated Partnerships") and CEI replaced CCEC 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 CCMC from a general partner to a limited partner, thereby leaving
CEI as the sole general partner of the Partnership.
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 an affiliate of 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 part of the Insignia Transaction, the Insignia affiliate also
acquired all of the outstanding stock of Partnership Services, Inc., an asset
management entity, and Insignia acquired all of the outstanding stock of
Coventry Properties, Inc., a property management entity. 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, the Insignia affiliate
exercised the remaining portion of its option to purchase all of the remaining
outstanding stock of GII Realty, Inc. At December 31, 1996, Insignia and
affiliates own a total of 36,989 Units of the Partnership.
Consolidation
The Partnership's financial statements include the accounts of ConCap Mountain
Plaza Associates, Ltd., and ConCap Village Green Associates, Ltd., two majority-
owned limited partnerships. All intercompany transactions have been eliminated.
Investment Properties
Prior to 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 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.
Depreciation
Buildings and improvements are depreciated on the straight-line basis over an
estimated useful life of 3 to 19 years. Tenant improvements are depreciated
over the term of the lease.
Cash and Cash Equivalents:
Unrestricted - Unrestricted cash and cash equivalents includes cash on hand,
demand deposits, money market funds, and certificates of deposit with original
maturities of three months or less. 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 new lessees for the duration of the lease with such
deposits being 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.
Restricted Escrows:
Capital Improvement Reserve - As a result of the refinancing of Ventura
Landing Apartments and Village Green Apartments in 1996, the properties
deposited approximately $216,000 with the mortgage company to establish a
Capital Reserve designated for certain capital improvements.
Replacement Reserve - As a result of the 1996 refinancing, each property
will make monthly deposits to establish and maintain a Replacement Reserve
designated for repairs and replacements at the properties. At December 31,
1996, this reserve totalled approximately $6,000.
Reclassifications
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
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.
Lease Commissions
Lease commissions are capitalized and amortized using the straight-line method
over the terms of the applicable leasees and are included in other assets.
Loan Costs
Loan costs are capitalized and amortized by the straight-line method over the
terms of the related notes. Loan costs of approximately $201,000 were
capitalized in the 1996 refinancing of two properties. The unamortized balance
of the loan costs are included in other assets.
Rental Income
The Partnership leases its residential property under short-term operating
leases. Lease terms are generally one year or less in duration. The
Partnership expects that in the normal course of business these leases will be
renewed or replaced by other leases. Commercial property leases vary from one
to six years.
Income Taxes
No provision has been made in the financial statements for Federal income taxes.
Under current law, no Federal income taxes are paid directly by the Partnership,
however, the Partners 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.
Allocation of Net Income and Net Loss
The Partnership Agreement provides for net income and net losses for both
financial and tax reporting purposes to be allocated 96% to the Limited Partners
and 4% to the General Partner.
Advertising Costs
Advertising costs of $60,000 in 1996, and $75,000 in 1995 were charged to
expenses as incurred and are included in operating expenses.
Use of Estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Actual results
could differ from those estimates.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has paid property management fees based on collected gross
rental revenues for property management services in each of the years ended
December 31, 1996 and 1995. Property management fees of approximately
$207,000 and $220,000 were paid to affiliates of the General Partner for
the years ended December 31, 1996 and 1995, respectively. These fees are
included in operating expenses.
The Limited Partnership Agreement ("Partnership Agreement") provides for a
special management fee equal to 9% of the total distributions made to the
limited partners from cash flow from operations to be paid to the General
Partner for executive and administrative management services. Under this
provision of the Partnership Agreement, fees of $32,000 and $55,000 were
paid to affiliates of the General Partner during the years ended December 31,
1996 and 1995, respectively.
The Partnership Agreement also provides for reimbursement to the General Partner
and its affiliates for costs incurred in connection with the administration of
Partnership activities. Reimbursements for services of affiliates of
approximately $205,000 and $285,000 were paid to the General Partner and
affiliates for the years ended December 31, 1996 and 1995, respectively.
Additionally, the Partnership paid $33,000 and $24,000 during the years ended
December 31, 1996 and 1995, respectively, to an affiliate of the General Partner
for lease commissions at the Partnership's commercial property. These lease
commissions are included in other assets and amortized over the terms of the
respective leases. The partnership also paid $34,000 to affiliates of Insignia
for reimbursements of costs related to the loan refinancing in November of 1996.
These costs were capitalized as loan costs and are being amortized over the
terms of the respective loans.
In July 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 payment 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.
NOTE C - COMMITMENT
The Partnership modified its Partnership Agreement during 1995 to eliminate the
requirement that the Partnership maintain reserves equal to at least 5% of
invested capital as defined in the Partnership Agreement. Reserves, including
cash and cash equivalents and securities available for sale totaling
approximately $3,718,000 at December 31, 1996, were deemed to be sufficient by
the General Partner to fund the Partnership's liquidity requirements in 1996.
NOTE D - DISTRIBUTIONS
In September of 1996, the General Partner declared and paid distributions
attributable to cash flow from operations, totaling approximately $368,000 to
the partners.
In April of 1996, the Partnership paid state withholding taxes of $12,000 for
non-resident limited partners. This payment is reflected as a distribution to
the Limited Partners.
In January of 1995, the General Partner declared and paid distributions,
representing a return of capital, as defined in the partnership agreement of
approximately $1,428,000. In December 1995, the General Partner declared and
paid distributions, representing a return of capital, totalling approximately
$905,000 to the Partners. Additionally, the Partnership declared and paid
distributions in December 1995, attributable to cash flow from operations,
totalling approximately $640,000 to the Partners.
NOTE E - COLLECTION OF NOTE RECEIVABLE
In October of 1988, the Partnership accepted a $2.1 million note receivable in
connection with the sale of the Columns of Castleton Apartments. In March of
1995, the Partnership collected the outstanding balance of approximately $2.3
million, which represented the original principal balance, plus unpaid interest,
in payment of the borrower's liability under the note agreement.
NOTE F - FORECLOSURE OF MOUNTAIN PLAZA APARTMENTS
On September 3, 1996, the lender foreclosed on Mountain Plaza Apartments. The
mortgage note payable had been in default since May 13, 1996. In the General
Partner's opinion, it was not in the Partnership's best interest to contest the
foreclosure action. During the third quarter of 1996, the Partnership recorded
a gain on the disposition of property of $1,820,000, to increase the carrying
value of the Mountain Plaza assets to their estimated market value and an
extraordinary gain on the foreclosure of $1,149,000.
The following noncash investing and financing amounts were recorded in the
consolidated financial statements for the year ended December 31, 1996 (in
thousands):
Net real estate (a) $ (544)
Net other liabilities 54
(490)
Debt discharged (b) 3,459
Total gain $ 2,969
Gain on disposition of real estate (c) $ 1,820
Extraordinary gain on foreclosure (d) 1,149
$ 2,969
(a) Amount is net of accumulated depreciation of approximately $4.4
million.
(b) Amount includes accrued interest.
(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 real estate" in the accompanying consolidated
financial statements.
(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 consolidated
financial statements.
The 1996 and 1995 results of operations for Mountain Plaza Apartments are
summarized in the following table (in thousands):
For the Period
From January 1 to
September 3, 1996 1995
Revenues $ 716 $ 998
Loss from operations (261) (418)
NOTE G - REPAYMENT OF NOTES PAYABLE
At December 31, 1994, the Partnership was obligated under two mortgage notes
payable aggregating $963,000, net of a $119,000 mortgage discount, secured by
the Professional Plaza Office Building. The $734,000 first lien-note, with an
original maturity of April 1996, and the $301,000 second-lien note, with an
original maturity of November 2000, were paid off in August 1995, to retire debt
with interest rates higher than the current market rate. The Partnership
realized a loss of $110,000 on the transactions, resulting from $99,000 of non-
cash expenses to amortize the remaining mortgage discounts associated with the
retired notes and $11,000 of prepayment penalties paid on the early
extinguishment of the debt.
At December 31, 1994, the Partnership was obligated under a mortgage note
payable in the amount of $615,000 secured by the Village Green Apartments.
The $557,000 first-lien note, with an original maturity of May 1997, was paid
off in August 1995, to retire debt with interest rates higher than the current
market rate. The Partnership realized a loss of $6,000 on the transaction
resulting from prepayment penalties paid on the early extinguishment of the
debt.
NOTE H - MORTGAGE NOTES PAYABLE
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Interest Interest Maturity Due At
Property 1996 Only Rate Date Maturity
<S> <C> <C> <C> <C> <C>
Ventura Landing Apartment $2,200 13 7.33% 11/03 $2,200
Village Green Apartments 2,000 12 7.33% 11/03 2,000
Totals $4,200 $ 25 $4,200
</TABLE>
During the second quarter of 1996, the Partnership entered into an interim
financing arrangement for both Ventura Landing and Village Green for $2.2
million and $2 million, respectively. The previous Ventura Landing note of
$3.2 million was repaid at that time. The interest rate was 250 basis points
over the 30-day LIBOR, resulting in a total note rate of 8.00%. The loans
matured on August 1, 1996, with a 60-day extension option. The Partnership
exercised this option to convert the interim loans to fixed rate amortizing
loans with an interest rate equal to the Treasury Rate, as defined in the
financing agreement, plus 2.15%. Such converted loans would mature in ten
years with monthly payments of principal and interest based on a schedule
which would fully amortize the loans over a thirty year term. The
Partnership, however, continued seeking alternative long- term financing to
obtain a lower interest rate.
In November of 1996, these two properties obtained long-term refinancing.
Proceeds from this transaction totalled $4,200,000. The debt accrues interest
at a rate of 7.33% per year, matures on November 1, 2003, and requires balloon
payments at maturity for the full principal amount. Throughout the mortgage
term, interest only payments are made. Loan costs of $201,000 were incurred
by the properties as a result of the interim and long-term refinancing, and are
included in other assets on the balance sheet.
The estimated fair values of the Partnership's aggregate debt approximates its
carrying amount. This estimate represents a general approximation of possible
value and is not necessarily indicative of the amounts the Partnership might pay
in actual market transactions.
The entire amount of the Partnership's outstanding indebtedness of $4,200,000 is
scheduled to mature in November of 2003.
NOTE I - OPERATING LEASES
The Partnership leases its residential properties under short-term operating
leases. Lease terms are generally one year or less in duration. The Partnership
expects that in the normal course of business these leases will be renewed or
replaced by other leases. Commercial office property leases vary from one to
six years. The future minimum rental payments at the Partnership's commercial
property to be received under operating leases that have initial or remaining
noncancellable lease terms in excess of one year as of December 31, 1996, are
as follows (in thousands):
1997 $ 485
1998 356
1999 185
2000 89
2001 25
$1,140
For leases with scheduled rental increases, rental income is recognized on a
straight-line basis over the life of the applicable leases. There is no
assurance that this income will continue at the same level when the leases
expire.
NOTE J - PARTNER TAX INFORMATION
The following is a reconciliation between net income (loss) as reported in the
consolidated financial statements and federal taxable income allocated to the
partners in the Partnership's information return for the years ended December
31, 1996 and 1995 (in thousands, except per unit data):
1996 1995
Net income (loss) as reported $2,842 $ (891)
Add (deduct):
Deferred revenue and other
liabilities (157) 217
Depreciation differences (103) 197
Accrued expenses 28 (32)
(Loss) gain on disposition/foreclosure (80) 2,264
Federal taxable income $ 2,530 $ 1,755
Federal taxable income per limited
partnership unit $(15.31) $ 10.62
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets at December 31, 1996 (in thousands):
Net assets as reported $ 4,410
Differences in basis of assets and
liabilities:
Investment properties at cost 3,494
Accumulated depreciation (107)
Other assets and liabilities 430
Syndication costs 8,692
Net assets - tax basis $16,919
NOTE K - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(dollar amounts in thousands)
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Professional Plaza $ -- $1,045 $2,033 $1,139
Ventura Landing 2,200 282 3,754 818
Village Green 2,000 125 2,375 141
West Chase -- 100 1,702 304
Totals $4,200 $1,552 $ 9,864 $2,402
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1996
Buildings
And
Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Professional Plaza $1,045 $ 3,172 $ 4,217 $ 3,066 03/03/81 5-19
Ventura Landing 282 4,572 4,854 4,250 10/07/81 5-19
Village Green 125 2,516 2,641 926 12/20/91 3-15
West Chase 100 2,006 2,106 956 9/17/90 5-15
Totals $1,552 $12,266 $13,818 $ 9,198
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation":
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995
<S> <C> <C>
Investment Properties
Balance at beginning of year $ 18,525 $18,204
Property improvements 249 378
Dispositions through foreclosure (4,956) --
Write-down of properties -- (57)
Balance at End of Year $ 13,818 $18,525
Accumulated Depreciation
Balance at beginning of year $ 12,767 $11,671
Additions charged to expense 842 1,116
Accumulated depreciation on real estate foreclosed (4,411) --
Accumulated depreciation on asset write-down -- (20)
Balance at end of year $ 9,198 $12,767
</TABLE>
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995 is approximately $17,621,000 and $23,792,000. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1996 and 1995, is approximately $9,306,000 and $14,041,000, respectively.
NOTE L- CONTINGENCY
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The Managing General Partner of the Partnership believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
The Registrant has no officers or directors. The General Partner manages and
controls the Registrant and has general responsibility and authority in all
matters affecting its business.
The names of the directors and executive officers of ConCap Equities Inc.
("CEI"), the Partnership's General Partner, as of December 31, 1996, their ages
and the nature of all positions with CEI presently held by them are set forth
below. There are no family relationships between or among any officers and
directors.
Name Age Position
William H. Jarrard, Jr. 50 President
Ronald Uretta 41 Vice President/Treasurer
Martha L. Long 37 Controller
John K. Lines, Esq. 37 Vice President/Secretary
Kelley M. Buechler 39 Assistant Secretary
William H. Jarrard, Jr. has been President of CEI since December 1996 and
Managing Director-Partnership Administration for Insignia since January 1991.
Mr. Jarrard served as Managing Director - Partnership Administration and Asset
Management for Insignia from July 1994 until January 1996.
Ronald Uretta has been Vice President/Treasurer of CEI since December 1996 and
Insignia's Treasurer since January 1992. Since August 1996, he has also served
as Insignia's Chief Operating Officer. He has also served as Insignia's
Secretary from January 1992 to June 1996 and as Insignia's Chief Financial
Officer from January 1992 to August 1996. Since September 1990, Mr. Uretta has
also served as the Chief Financial Officer and Controller of Metropolitan Asset
Group.
Martha L. Long has been Controller of CEI since December 1996 and Senior Vice
President - Finance and Controller of Insignia since January 1997. In June
1994, Ms. Long joined Insignia as its Controller, and was promoted to Senior
Vice President - Finance in January 1997. Prior to that time, she was Senior
Vice President and Controller of The First Savings Bank, FSB in Greenville, SC.
John K. Lines has been Secretary of CEI since December 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.
Kelley M. Buechler has been Assistant Secretary of CEI since December 1994 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.
Liquidity Assistance, L.L.C. ("Liquidity") delinquently reported 3 transactions
as of December 31, 1996 on a Form 5 filed in January 1997, with respect to the
entities' purchases of Units of Limited Partner Interest of the Partnership.
Each of Insignia Financial Group, Inc., Insignia Commercial Group, Inc. and
Andrew L. Farkas also delinquently reported the same transactions on a Form 5 by
virtue of their status as affiliates of Ventures and Liquidity, through which
they may be deemed to be beneficial owners of the securities owned by such
entities.
ITEM 10. EXECUTIVE COMPENSATION
No direct compensation was paid or payable by the Partnership to directors or
officers for the year ended December 31, 1996, nor was any direct compensation
paid or payable by the Partnership to directors or officers of the General
Partner for the year ended December 31, 1996. The Partnership has no plans to
pay any such remuneration to any directors or officers of the General Partner in
the future.
See "Item 7 - Financial Statements", "Note B - Related Party Transactions", for
amounts of compensation and reimbursement of salaries paid by the Partnership to
the General Partner and its affiliates and the former general partner and former
affiliates.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners
Except as provided below, as of March 1997, no person was known to CEI to
own of record or beneficially more than five percent of the Units of the
Partnership.
Number of Percent
Name and Address Units Of Total
Insignia and affiliates 36,999 23.32%
One Insignia Financial Plaza
Greenville, SC 29602
The units above are held by Insignia Properties, L.P. who holds 32,116
units (20.25% of outstanding units) and other affiliated entities who hold
nominal amounts of units.
(b) Beneficial Owners of Management
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 March 1997, 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
Greenville, SC- 29602
GII Realty, Inc. is owned by an affiliate of Insignia (see "Item 1").
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 Partnership is a party. Please
refer to "Item 7 - Financial Statements, Note B - Related Party Transactions,"
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 Partnership has paid property management fees based on collected gross
rental revenues for property management services in each of the years ended
December 31, 1996 and 1995. Property management fees of approximately $207,000
and $220,000 were paid to affiliates of the General Partner for the years ended
December 31, 1996 and 1995, respectively. These fees are included in operating
expenses.
The Limited Partnership Agreement ("Partnership Agreement") provides for a
special management fee equal to 9% of the total distributions made to the
limited partners from cash flow from operations to be paid to the General
Partner for executive and administrative management services. Under this
provision of the Partnership Agreement, fees of $32,000 and $55,000 were paid
to affiliates of the General Partner during the years ended 1996 and 1995,
respectively.
The Partnership Agreement also provides for reimbursement to the General Partner
and its affiliates for costs incurred in connection with the administration of
Partnership activities. Reimbursements for services of affiliates of
approximately $205,000 and $262,000 were paid to the General Partner and
affiliates for the years ended December 31, 1996 and 1995, respectively.
Additionally, the Partnership paid $33,000 and $24,000 during the year ended
December 1996 and 1995, respectively, to an affiliate of the General Partner for
lease commissions at the Partnership's commercial property. These lease
commissions are included in other assets and amortized over the terms of the
respective leases. The partnership also paid $34,000 to affiliates of Insignia
for reimbursements of costs related to the loan refinancing in November of 1996.
These costs were capitalized as loan costs and are being amortized over the
terms of the respective loans.
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.
ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits: See Exhibit Index contained herein.
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
(b) Reports on Form 8-K filed during the fourth quarter of 1996:
None.
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 PROPERTIES III
By: CONCAP EQUITIES, INC.
General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard,
President
By: /s/Ronald Uretta
Ronald Uretta
Vice President/Treasurer
Date: March 28, 1997
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/William H. Jarrard, Jr. President March 28, 1997
William H. Jarrard, Jr.
/s/Ronald Uretta Vice President/Treasurer March 28, 1997
Ronald Uretta
INDEX OF EXHIBITS
EXHIBIT NO. DOCUMENT DESCRIPTION
3 Certificate of Limited Partnership, as
amended to date. (Incorporated by refer-
ence to the Annual Report on Form 10-K
for the year ended December 31, 1991).
10.1 Property Management Agreement No. 104
dated October 23, 1990, by and between the
the Partnership and CCEC (Incorporated
by reference to the Quarterly Report on Form
10-Q for the quarter ended September 30,
1990).
10.2 Property Management Agreement No. 204
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. 305
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).
10.4 Property Management Agreement No. 402
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).
10.5 Bill of Sale and Assignment dated October
23, 1990, by and between CCEC and ConCap
Services Company (Incorporated by reference
to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990).
10.6 Assignment and Assumption Agreement dated
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).
10.7 Assignment and Agreement as to Certain
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).
10.8 Assignment and Assumption Agreement dated
October 23, 1990, by and between CCMLP and
The Hayman Company (100 Series of Property
Management Contracts) (Incorporated by refer-
ence to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.9 Assignment and Assumption Agreement dated
October 23, 1990, by and between CCMLP and
Horn-Barlow Companies (200 Series of Property
Management Contracts) (Incorporated by refer-
ence to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.10 Assignment and Assumption Agreement dated
October 23, 1990, by and between CCMLP and
Metro ConCap, Inc. (300 Series of Property
Management Contracts) (Incorporated by refer-
ence to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.11 Assignment and Assumption Agreement dated
October 23, 1990, by and between R&B Realty
Group (400 Series of Property Management
Contracts) (Incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1990).
10.12 Assignment and Assumption of Property Manage-
ment Agreements dated August 1, 1991, by and
between R & B Arizona Management Company,
Inc. 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).
10.13 Assignment and Assumption Agreement dated
September 1, 1991, by and between the Partnership
and CCP III Associates, Ltd. (Property Management
Agreement No. 305). (Incorporated by reference to
the Annual Report on Form 10-K for the year ended
December 31, 1991).
10.14 Assignment and Assumption Agreement dated
September 1, 1991, by and between the Partnership
and CCP III Associates, Ltd. (Property Management
Agreement No. 104). (Incorporated by reference to
the Annual Report on Form 10-K for the year ended
December 31, 1991).
10.15 Assignment and Assumption Agreement dated
September 1, 1991, by and between the Partnership
and CCP III Associates, Ltd. (Property Management
Agreement No. 204). (Incorporated by reference to
the Annual Report on Form 10-K for the year ended
December 31, 1991).
10.16 Construction Management Cost Reimbursement
Agreement dated January 1, 1991, by and between the
Partnership and Horn-Barlow Companies (the "Horn-
Barlow Construction Management Agreement").
(Incorporated by reference to the Annual Report on
Form 10-K for the year ended December 31, 1991).
10.17 Assignment and Assumption Agreement dated
September 1, 1991, by and between the Partnership
and CCP III Associates, Ltd. (Horn-Barlow Construc-
tion Management Agreement). (Incorporated by refer-
ence to the Annual Report on Form 10-K for the
year ended December 31, 1991).
10.18 Construction Management Cost Reimbursement
Agreement dated January 1, 1991, by and between
the Partnership and Metro ConCap, Inc. (the "Metro
Construction Management Agreement"). (Incorporated
by reference to the Annual Report on Form 10-K
for the year ended December 31, 1991).
10.19 Assignment and Assumption Agreement dated
September 1, 1991, by and between the Partner-
ship and CCP III Associates, Ltd. (Metro Construc-
tion Management Agreement). (Incorporated by
reference to the Annual Report on Form 10-K
for the year ended December 31, 1991).
10.20 Construction Management Cost Reimbursement
Agreement dated January 1, 1991, by and between
the Partnership and The Hayman Company (the
"Hayman Construction Management Agreement").
(Incorporated by reference to the Annual Report
on Form 10-K for the year ended December 31,
1991).
10.21 Assignment and Assumption Agreement dated
September 1, 1991, by and between the Partner-
ship and CCP III Associates, Ltd. (Hayman
Construction Management Agreement). (Incor-
porated by reference to the Annual Report on
Form 10-K for the year ended December 31, 1991).
10.22 Construction Management Cost Reimbursement
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).
10.23 Investor Services Agreement 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).
10.24 Assignment and Assumption Agreement (Investor
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).
10.25 Letter of Notice dated December 20, 1991, from
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).
10.26 Financial Services Agreement 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).
10.27 Assignment and Assumption Agreement
(Financial Services 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).
10.28 Letter of Notice dated December 20, 1991,
from 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).
10.29 Property Management Agreement No. 416 dated
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).
10.30 Assignment and Assumption Agreement
(Property Management Agreement No. 416)
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).
10.31 Assignment and Agreement as to Certain
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).
10.32 Property Management Agreement No. 418 dated
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).
10.33 Assignment and Assumption Agreement
(Property Management Agreement No. 418)
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).
10.34 Assignment and Agreement as to Certain
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).
10.35 Property Management Agreement No. 426
dated June 30, 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).
10.36 Assignment and Assumption Agreement
(Property Management Agreement No. 426)
dated June 30, 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).
10.37 Assignment and Agreement as to Certain
Property Management Services dated June 30,
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).
10.38 Property Management Agreement No. 510 dated
June 1, 1993, by and between the Partnership and
Coventry Properties, Inc.
10.39 Property Management Agreement No. 510A dated
August 18, 1993, by and between the Partnership
and Coventry Properties, Inc.
10.40 Assignment and Agreement as to Certain Property
Management Services dated November 17, 1993,
by and between Coventry Properties, Inc. and
Partnership Services, Inc.
10.41 Property Management Agreement No. 511 dated
June 1, 1993, by and between the Partnership and
Coventry Properties, Inc.
10.42 Assignment and Agreement as to Certain Property
Management Services dated November 17, 1993,
by and between Coventry Properties, Inc. and
Partnership Services, Inc.
10.43 Property Management Agreement No. 512 dated
June 1, 1993, by and between the Partnership and
Coventry Properties, Inc.
10.44 Assignment and Agreement as to Certain Property
Management Services dated November 17, 1993,
by and between Coventry Properties, Inc. and
Partnership Services, Inc.
10.45 Stock and Asset Purchase Agreement, dated
December 8, 1994 (the "Gordon Agreement"),
among MAE-ICC, Inc. ("MAE-ICC"), Gordon Realty
Inc. ("Gordon"), GII Realty, Inc. ("GII Realty"),
and certain other parties. (Incorporated by
reference to Form 8-K dated December 8, 1994)
10.46 Exercise of the Option (as defined in the Gordon
Agreement), dated December 8, 1994, between MAE-
ICC and Gordon. (Incorporated by reference to
Form 8-K dated December 8, 1994)
10.47 Multifamily Note dated November 14, 1996 between
CCP III, a California limited partnership, and
Lehman Brothers Holdings Inc. d/b/a Lehman Capital,
A Division of Lehman Brothers Holdings Inc..
10.48 Multifamily Note dated November 14, 1996 between
CCP III, 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 per Limited Partnership Unit
(Incorporated by reference to Note 1 of Item
8 - Financial Statements of this Form 10-K).
16.1 Letter, dated August 12, 1992, from Ernst
& Young to the Securities and Exchange
Commission regarding change in certifying
accountant. (Incorporated by reference to
Form 8-K dated August 6 1992).
16.2 Letter dated May 9, 1995 from the Registrant's
former independent accountant regarding its
concurrence with the statements made by the
Registrant regarding a change in the certifying
accountant. (Incorporated by reference to Form
8-K dated May 3, 1995)
19.1 Modified First Amended Plan of Reorganiza-
tion for CCP/III Associates, Ltd., dated and
filed March 24, 1992, in the United States
Bankruptcy Court for the Northern District
of Texas, Dallas Division. (Incorporated by
reference to the Annual Report on Form 10-K
for the year ended December 31, 1992).
19.2 Modified First Amended Disclosure Statement
for the Modified First Amended Plan of Reor-
ganization for CCP/III Associates, Ltd., dated
and filed March 24, 1992, in the United States
Bankruptcy Court for the Northern District of
Texas, Dallas Division. (Incorporated by
reference to the Annual Report on Form 10-K
for the year ended December 31, 1992).
19.3 First Modification to Modified First Amended
Plan of Reorganization for CCP/III Associates,
Ltd., dated and filed April 22, 1992, in the
United States Bankruptcy Court for the Northern
District of Texas, Dallas Division. (Incorporated
by reference to the Annual Report on Form 10-K
for the year ended December 31, 1992).
19.4 Second Modification to Modified First Amended
Plan of Reorganization for CCP/III Associates,
Ltd., dated and filed April 29, 1992, in the United
States Bankruptcy Court for the Northern District
of Texas, Dallas Division. (Incorporated by
reference to the Annual Report on Form 10-K
for the year ended December 31, 1992).
19.5 Third Modification to Modified First Amended
Plan of Reorganization for CCP/III Associates,
Ltd., dated and filed April 29, 1992, in the United
States Bankruptcy Court for the Northern District
of Texas, Dallas Division. (Incorporated by refer-
ence to the Annual Report on Form 10-K for the
year ended December 31, 1992).
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Properties III 1996 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000317331
<NAME> CONSOLIDATED CAPITAL PROPERTIES III
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 3,603
<SECURITIES> 0
<RECEIVABLES> 48
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 13,818
<DEPRECIATION> 9,198
<TOTAL-ASSETS> 8,999
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 4,200
0
0
<COMMON> 0
<OTHER-SE> 4,410
<TOTAL-LIABILITY-AND-EQUITY> 8,999
<SALES> 0
<TOTAL-REVENUES> 6,227
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,534
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 646
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,842
<EPS-PRIMARY> 17.20<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
Exhibit 10.47 Loan No. 734079788
Ventura Landing
MULTIFAMILY NOTE
US $2,200,000.00
New York, New York
As of November 1, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of Two
Million Two Hundred Thousand and 00/100 Dollars, with interest on the unpaid
principal balance from the date of this Note, until paid, at the rate of 7.33
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 Thirteen Thousand Four
Hundred Thirty-Eight and 33/100 Dollars (US $13,438.33) on the first day of each
month beginning December 1, 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 November 1, 2003.
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 or change the amount of such 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 the date hereof, 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.
IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to be executed by its representatives thereunto duly authorized.
CONSOLIDATED CAPITAL PROPERTIES III,
a California limited partnership d/b/a
Consolidated Capital Properties III, Ltd.
in Florida
By: ConCap Equities, Inc.,a Delaware
corporation, its general partner
By: /s/ William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: Vice President
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 1st day of November, 1996.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman
Brothers Holdings Inc., a Delaware
corporation
By: /s/ Larry J. Kravetz
Name: Larry J. Kravetz
Title: Vice President
Exhibit 10.48 Loan No. 734079761
Village Green
MULTIFAMILY NOTE
US $2,000,000.00
New York, New York
As of November 1, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of Two
Million and 00/100 Dollars, with interest on the unpaid principal balance from
the date of this Note, until paid, at the rate of 7.33 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 Twelve Thousand Two Hundred Sixteen and
67/100 Dollars (US $12,216.67) on the first day of each month beginning December
1, 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
November 1, 2003.
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 or change the amount of such 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 the date hereof, 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.
IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to be executed by its representatives thereunto duly authorized.
CONCAP VILLAGE GREEN ASSOCIATES, LTD.,
a Texas limited partnership
By: ConCap CCP/III Properties, Inc.,a
Texas corporation, its general
partner
By: /s/ William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: Vice President
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 1st day of November, 1996.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman
Brothers Holdings Inc., a Delaware
corporation
By: /s/ Larry J. Kravetz
Name: Larry J. Kravetz
Title: Vice President
