FORM 10-KSB- ANNUAL OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(D)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-10412
NATIONAL PROPERTY INVESTORS 4
(Names of small business issuer in its charter)
California 13-3031722
(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:
Limited Partnership Units
(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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year. $6,329,000
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days. Market value information
for 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 million.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. DESCRIPTION OF BUSINESS
National Property Investors 4 (the "Partnership") was organized in July 1980, as
a California limited partnership. NPI Equity Investments, Inc. ("NPI Equity" or
the "Managing General Partner"), a Florida Corporation, is the Managing General
Partner. The Managing General Partner is a wholly owned subsidiary of National
Property Investors, Inc. ("NPI"). The Partnership operates an apartment complex
which was acquired from a non-affiliated seller.
Reference is made to the Prospectus of the Partnership dated January 5, 1981, as
supplemented by Supplements dated March 27, 1981, July 7, 1981, October 15, 1981
and October 21, 1981, which have been filed pursuant to Rules 424(b) and 424(c)
under the Securities Act of 1933, as amended, all of which are incorporated
herein by reference. The Prospectus was filed as part of the Partnership's
Registration Statement pursuant to which 70,000 units of Limited Partnership
Interest (the "Units") were registered. The principal business of the
Partnership is and has been to acquire, hold for investment and ultimately sell
income-producing multi-family residential properties. The Partnership is a
"closed" limited partnership real estate syndicate formed to acquire multi-
family residential properties. The Partnership offered 70,000 Limited
Partnership units and sold 60,005 units aggregating $30,002,500.
The net proceeds of this offering were used to acquire seven income-producing
real properties. The Partnership's original property portfolio was
geographically diversified. The Partnership's acquisition activities were
completed in May 1982 and since then the principal activity of the Partnership
has been managing its portfolio. Six of the properties were sold prior to 1996.
On August 10, 1994, NPI, the then parent company of the Managing General
Partner, entered into an agreement with an affiliate of Apollo Real Estate
Advisors, L.P. ("Apollo") to sell to Apollo up to one-third of the stock of NPI.
In addition, Apollo obtained general and limited partnership interests in NPI-AP
Management, L.P. ("NPI-AP"), an affiliate of the Managing General Partner. NPI-
AP is a Delaware limited partnership whose general partner is NPI Property
Management Corporation ("NPI Management"), an affiliate of NPI. NPI-Management
became the managing general partner of NPI-AP, and assigned its interest in the
management contract for the Partnership's properties to the partnership as well
as all other properties it manages for partnerships affiliated with the Managing
General Partner.
On October 12, 1994, NPI sold one-third of the stock of NPI to Apollo. Apollo
was entitled to designate three of the seven directors of the Managing General
Partner. In addition, the approval of certain major actions on behalf of the
Partnership required the affirmative vote of at least five directors of the
Managing General Partner.
On October 12, 1994, affiliates of Apollo acquired (i) one-third of the stock of
the respective general partners of DeForest Ventures I L.P. ("DeForest I") and
DeForest Ventures II L.P. ("DeForest II") and (ii) an additional equity interest
in NPI-AP (bringing its total equity interest in such entity to one-third).
NPI-AP is the sole limited partner of DeForest II and one of the limited
partners of DeForest I. DeForest I was formed for the purpose of making tender
offers (the "Tender Offers") for limited partnership interests in 12 affiliated
limited partnerships. DeForest II was formed for the purpose of making tender
offers for limited partnership interests in the Partnership as well as the
remaining six partnerships in the National Property Investors Series.
On August 17, 1995, the stockholders of NPI entered into an agreement to sell to
IFGP Corporation, a Delaware corporation, an affiliate of Insignia Financial
Group, Inc., a Delaware corporation ("Insignia"), all of the issued and
outstanding common stock of NPI. The closing of the transactions contemplated
by the above mentioned agreement (the "Closing") occurred on January 19, 1996.
Upon the Closing, the officers and directors of NPI and NPI Equity resigned and
an affiliate of Insignia caused new officers and directors of each of those
entities to be elected. See "Item 9, Directors, Executive Officers, Promoters
and Control Persons, Compliance with Section 16(a) of the Exchange Act".
On January 19, 1996, DeForest II and certain of its affiliates sold a majority
of its interest in the Partnership to Insignia NPI L.L.C. ("Insignia LLC"), an
affiliate of Insignia. Pursuant to a Schedule 13-D filed by Insignia LLC with
the Securities and Exchange Commission, Insignia LLC acquired 29,522.73 limited
partnership units or approximately 49.9% of the total limited partnership units
of the Partnership.
The Partnership is involved in only one industry segment, as described above.
The Partnership does not engage in any foreign operations or derive revenues
from foreign sources.
There have been, and it is possible there may be other Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the property
owned by the Partnership.
The Partnership monitors its property for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. The Non-Managing General Partners and
the Limited Partners have no right to participate in the management or conduct
of such business and affairs. NPI-AP provides day-to-day management services to
the Partnership's investment properties.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Competition is
primarily on the basis of location, rents, services, and amenities. In
addition, the Partnership competes with significant numbers of individuals and
organizations (including similar partnerships, real estate investment trusts and
financial institutions) with respect to the sale of improved real properties
primarily on the basis of the prices and terms of such transactions.
ITEM 2. DESCRIPTION OF PROPERTY:
The following table sets forth the Partnership's investment in property:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Village of Pennbrook 12/15/81 Fee simple, subject to Residential rental
Falls Township, first mortgage 722 units
Pennsylvania
</TABLE>
SCHEDULE OF PROPERTY:
(Dollar amounts in
thousands)
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Village of Pennbrook $ 25,722 $ 17,026 5-27.5 yrs. Straight $3,666
line
See "Note A" of the financial statements included in "Item 7, Financial
Statements" for a description of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGE:
(Dollar amounts in thousands)
Principal Principal
Monthly Stated Balance Balance At
Payment Interest Maturity Due At December 31,
Property Interest Only Rate Date Maturity 1996
Village of Pennbrook $ 118 7.33% 11/01/03 $19,300 $ 19,300
See "Item 6, Management's Discussion and Analysis of Financial Condition and
Results of Operations" for information relating to the refinancing of the
mortgage encumbering the Village of Pennbrook in the fourth quarter of 1996.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average
Rental Rates Occupancy
Property 1996 1995 1996 1995
Village of Pennbrook $9,026/unit $8,813/unit 92.8% 94.8%
As noted under "Item 1, Description of Business", the real estate industry is
highly competitive. The property of the Partnership is subject to competition
from other apartment complexes in the area. The Managing General Partner
believes that the property is adequately insured. The property's lease terms
are for one year or less. No tenant leases 10% or more of the available rental
space.
Real estate taxes (in thousands) and rates in 1996 for the property were:
1996 1996
Billing Rate
Village of Pennbrook $459 4.25%
ITEM 3. LEGAL PROCEEDINGS
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The unit holders of the Partnership did not vote on any matter during the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Limited Partnership Unit holders are entitled to certain distributions as
provided in the Partnership Agreement. No market for the Limited Partnership
Units exists, nor is any expected to develop.
No special distributions or distributions from operations were made during the
years ended December 31, 1996 and 1995. In January 1997, the Partnership
distributed $2,870,000 ($47.83 per limited partnership unit) to the limited
partners and $10,000 to the general partner from the proceeds from the
refinancing of the Village of Pennbrook and from operations. See "Item 6,
Management's Discussion and Analysis of Financial Condition and Results of
Operations" for information relating to the Partnership's financial ability to
make future distributions.
As of December 31, 1996, the approximate number of holders of Limited
Partnership Units was 2,100.
ITEM 6.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
Results of Operations
The Partnership's net income for the year ended December 31, 1996, was
approximately $411,000 versus net income of approximately $692,000 for the year
ended December 31, 1995. The decrease in net income can be attributed to the
extraordinary loss on extinguishment of debt of $370,000 in 1996 relating to the
refinancing of the Partnership's property discussed below. There were no other
substantial changes in revenues or expenses for the year ended December 31,
1996, as compared to the year ended December 31, 1995.
Included in operating expense is approximately $150,000 of major repairs and
maintenance mainly comprised of repairs for gas furnaces at the Village of
Pennbrook Apartments. The Partnership has budgeted approximately $400,000 for
replacement of gas furnaces in 1997.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment property to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of
this plan, the Managing 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
Managing General Partner will be able to sustain such a plan.
Capital Resources and Liquidity
The Partnership's primary source of cash is from the operations of the property
and from financing placed on the property. Cash from these sources is utilized
for property operations, capital improvements, and/or repayment of debt.
The Partnership had unrestricted cash of $4,674,000 at December 31, 1996, versus
$2,326,000 at December 31, 1995. The increase in net cash provided by operating
activities is attributable to the timing of payments made on trade accounts
payable and accrued expenses and funds set aside for capital improvements
associated with the refinancing of the Partnership's investment property. Net
cash used in investing activities increased due to the property replacing a
large number of furnaces. In addition, funds were deposited to a restricted
escrow account as required by the terms of the refinancing that occurred in the
fourth quarter of 1996, as discussed below. Net cash provided by financing
activities increased due to the Partnership obtaining new financing on its
investment property resulting in proceeds of $19,300,000 offset by the repayment
of the existing mortgage in the amount of $16,582,000. This increase was
partially offset by approximately $506,000 in loan costs and approximately
$332,000 in prepayment premiums for the prior mortgage.
On November 15, 1996, the Partnership refinanced the mortgage encumbering the
Village of Pennbrook. The refinancing replaced indebtedness of $16,691,000,
including accrued interest of approximately $109,000, with a new mortgage in the
amount of $19,300,000. The mortgage was refinanced at a rate equal to 7.33%,
compared to the prior rate of 8.75%. Payments of interest only are due on the
first day of each month until the loan matures on November 1, 2003. Total
capitalized loan costs were $506,000. The Partnership paid approximately
$332,000 in prepayment premiums and wrote off $38,000 in unamortized loan costs,
resulting in an extraordinary loss on extinguishment of debt in the amount of
approximately $370,000. In January 1997, the excess proceeds from the
refinancing where distributed to the limited and general partners (see
discussion below).
The Managing General Partner has extended to the Partnership a $300,000 line of
credit. At the present time, the Partnership has no outstanding amounts due
under this line of credit. Based on present plans, the Managing General Partner
does not anticipate the need to borrow in the near future. Other than cash and
cash equivalents, the line of credit is the Partnership's only unused source of
liquidity.
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 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 $19,300,000 consists of interest only payments of approximately
$118,000 at a stated interest rate of 7.33%, compared to the prior rate of
8.75%. The mortgage matures on November 1, 2003, with the principal balance due
at the maturity date. The prior note was scheduled to mature in August 1997.
Future cash distributions will depend on the levels of net cash generated from
operations, a property sale and the availability of cash reserves. There were no
cash distributions in 1996. In January 1997, the Partnership distributed
$2,870,000 ($47.83 per limited partnership unit) to the limited partners and
$10,000 to the general partners from the proceeds from the refinancing of the
Village of Pennbrook and from operations.
ITEM 7. FINANCIAL STATEMENTS
NATIONAL PROPERTY INVESTORS 4
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Balance Sheet - December 31, 1996
Statements of Operations - Years ended December 31, 1996 and 1995
Statements of Changes in Partners' Deficit - Years ended December 31,
1996 and 1995
Statements of Cash Flows - Years ended December 31, 1996 and 1995
Notes to Financial Statements
Independent Auditors' Report
To The Partners
National Property Investors 4
Greenville, South Carolina
We have audited the accompanying balance sheet of National Property Investors 4
(a limited partnership) (the "Partnership") as of December 31, 1996, and the
related statements of operations, changes in partners' 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 audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of National Property Investors 4
as of December 31, 1996 and the 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/Imowitz Koenig & Co., LLP
New York, New York
February 5, 1997
NATIONAL PROPERTY INVESTORS 4
BALANCE SHEET
(in thousands, except unit data)
December 31, 1996
Assets
Cash and cash equivalents $ 4,674
Escrows for taxes 38
Restricted escrows 411
Other assets and deferred costs 1,218
Investment properties
Land $ 1,980
Buildings and related personal property 23,742
25,722
Less accumulated depreciation (17,026) 8,696
$ 15,037
Liabilities and Partners' Deficit
Liabilities
Accounts payable and accrued expenses $ 267
Tenants' security deposits payable 409
Mortgage payable 19,300
Partners' Deficit
General partner's $ (315)
Limited partners' (60,005 units issued
and outstanding) (4,624) (4,939)
$ 15,037
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 6,005 $ 6,020
Other income 324 298
Total revenues 6,329 6,318
Expenses:
Operating 2,892 2,910
Depreciation 957 989
Interest 1,517 1,538
General and administrative 182 189
Total expenses 5,548 5,626
Income before extraordinary item 781 692
Extraordinary loss on
extinguishment of debt (370) --
Net income $ 411 $ 692
Net income allocated to general partner (1%) $ 4 $ 7
Net income allocated to limited partners (99%) 407 685
Net income $ 411 $ 692
Net income per limited partnership unit:
Income before extraordinary item $ 12.88 $ 11.42
Extraordinary loss (6.10) --
Net income $ 6.78 $ 11.42
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner's Partners' Total
Original capital contributions 60,005 $ 1 $30,003 $ 30,004
Partners' deficit at
December 31, 1994 60,005 $ (326) $(5,716)$ (6,042)
Net income for the year
ended December 31,1995 -- 7 685 692
Partners' deficit at
December 31, 1995 60,005 (319) (5,031) (5,350)
Net income for the year
ended December 31, 1996 -- 4 407 411
Partners' deficit at
December 31, 1996 60,005 $ (315) $(4,624)$ (4,939)
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1996 1995
Cash flows from operating activities:
Net income $ 411 $ 692
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation 957 989
Amortization of mortgage costs 44 46
Extraordinary loss on extinguishment
of debt 370 --
Change in accounts:
Escrow for taxes 141 55
Other assets and deferred costs (139) 3
Accounts payable and accrued expenses 88 (12)
Tenants' security deposits payable 34 21
Net cash provided by
operating activities 1,906 1,794
Cash flows from investing activities:
Deposits to restricted escrows (411) --
Property improvements and replacements (733) (172)
Net cash used in
investing activities (1,144) (172)
Cash flows from financing activities:
Mortgage principal payments (294) (364)
Repayment of mortgage notes payable (16,582) --
Proceeds from refinancing of debt 19,300 --
Loan costs (506) --
Debt extinguishment costs (332) --
Net cash provided by (used in)
financing activities 1,586 (364)
Net increase in cash and cash equivalents 2,348 1,258
Cash and cash equivalents at beginning of year 2,326 1,068
Cash and cash equivalents at end of year $ 4,674 $ 2,326
Supplemental disclosure of cash flow:
Cash paid for interest $ 1,479 $ 1,494
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 4
Notes to Financial Statements
December 31, 1996
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
National Property Investors 4 (the "Partnership") is a limited partnership
organized under the laws of the State of California to acquire, hold for
investment, and ultimately sell income-producing real estate. The Partnership
owns one apartment complex located in Pennsylvania. The Managing General
Partner is NPI Equity Investments, Inc. ("NPI Equity" or the "Managing General
Partner"). The Partnership was organized in July 1980. Capital contributions
of $30,002,500 ($500 per unit) were made by the limited partners. In addition,
the general partners contributed $1,000.
Cash and Cash Equivalents:
The Partnership considers all highly liquid investments with a maturity, when
purchased, of three months or less to be cash equivalents. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Investment Properties:
In 1995, the Partnership adopted Statement of Financial Accounting Standards 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:
Depreciation is calculated by the straight-line method over the estimated lives
of the rental properties and related personal property, ranging from 5 to 27.5
years.
Leases:
The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on its leases.
Loan Costs:
Loan costs of $506,000 are included in "Other assets and deferred costs" in the
accompanying balance sheet and are being amortized on a straight-line basis over
the life of the loan. At December 31, 1996, accumulated amortization is $9,000.
Amortization of loan costs is included in interest expense.
Income Taxes:
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. No provision for income taxes is made in the financial
statements of the Partnership.
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 mortgage by
discounted cash flow analysis, based on estimated borrowing rates currently
available to the Partnership ("Note C").
Net Income (Loss) Per Weighted Average limited partnership Unit
Net income (loss) per Limited Partnership Unit is computed by dividing net
income (loss) allocated to the limited partners by 60,005 units outstanding.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Reclassifications:
Certain reclassifications have been made to the 1995 balances to conform to the
1996 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
NPI Equity is the general partner of the Partnership. On January 19, 1996, the
stockholders of National Property Investors, Inc. ("NPI"), the sole shareholder
of NPI Equity, sold all of the issued and outstanding shares of NPI to IFGP
Corporation ("IFGP"), an affiliate of Insignia Financial Group, Inc.
("Insignia"). Upon closing, the officers and directors of NPI Equity resigned
and IFGP elected new officers and directors. In connection with the sale of the
NPI stock to IFGP, DeForest Ventures II, L.P., an entity comprised of the former
NPI shareholders and their affiliates, sold the 29,523 limited partnership units
owned by it to Insignia LLC.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were charged to expense in 1996 and 1995 (in thousands):
Years Ended
December 31,
1996 1995
Property management fees (included in operating
expenses) $ 311 $ 307
Reimbursement for services of affiliates (included
in general and administrative expenses
and operating expenses) 147 172
In addition to the amounts shown above, the Partnership paid approximately
$195,000 to an affiliate of the Managing General Partner for brokerage fees
incurred in connection with the refinancing of the Village of Pennbrook (see
"Note E") during the year ended December 31, 1996. These charges have been
capitalized as loan costs and will be amortized over the life of the loan.
The Managing General Partner is entitled to receive 1% of adjusted cash from
operations and an allocation of 1% of the net income (loss) of the Partnership.
For the period from January 19, 1996, to December 31, 1996, the Partnership
insured its property under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
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 Managing General Partner who
received payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
Included in operating expenses for the year ended December 31, 1995, are
insurance premiums of approximately $119,000 which were paid to the Managing
General Partner under a master insurance policy arranged for by the Managing
General Partner.
NPI Equity has established a revolving credit facility (the "Partnership
Revolver") to be used to fund deferred maintenance and working capital needs of
the National Property Investors Partnership Series ("NPI Partnerships"). The
maximum draw available to the Partnership under the Partnership Revolver is
$300,000. Loans under the Partnership Revolver will have a term of 265 days, be
unsecured and bear interest at the rate of 2% per annum in excess of the prime
rate announced from time to time by Chemical Bank, N.A. The maturity date of
such borrowing will be accelerated in the event of: (1) the removal of the
managing general partner (whether or not For Cause, as defined in the
Partnership Agreement); (ii) the sale or refinancing of a property by the
Partnership, or; (iii) the liquidation of the Partnership. The Partnership has
not borrowed under the Partnership Revolver, to date.
NOTE C - MORTGAGE PAYABLE
(Dollar amounts in thousands)
The principal terms of the mortgage payable are as follows:
Monthly Principal Principal
Payment Stated Balance Balance At
Interest Interest Maturity Due At December 31,
Property Only Rate Date Maturity 1996
Village of Pennbrook $ 118 7.33% 11/01/03 $19,300 $19,300
The mortgage payable has interest only payments with a balloon payment due in
2003.
Refer to "Note E" for discussion of the property's mortgage refinancing and
related extraordinary loss.
NOTE D - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(Dollar amounts in thousands)
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Village of Pennbrook $19,300 $ 1,972 $ 18,245 $ 5,505
Falls Township,
Pennsylvania
Gross Amount at Which Carried
At December 31, 1996
Buildings Accum- Depre-
And Related lated Date ciable
Personal Depre- Acqu- Life-
Description Land Property Total ciation ired Years
Village of Pennbrook $ 1,980 $ 23,742 $25,722 $ 17,026 12/81 5-27.5
Falls Township,
Pennsylvania
NOTE D - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION - CONTINUED
Reconciliation of Investment Property and Accumulated Depreciation:
December 31,
1996 1995
Investment Property
Balance at beginning of year $ 24,989 $ 24,817
Property improvements 733 172
Balance at end of year $ 25,722 $ 24,989
December 31,
1996 1995
Accumulated Depreciation
Balance at beginning of year $ 16,069 $ 15,080
Additions charged to expense 957 989
Balance at end of year $ 17,026 $ 16,069
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995, is $25,166,000 and $24,420,000, respectively. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1996 and 1995, is $21,500,000 and $20,508,000, respectively.
NOTE E - REFINANCING AND EXTRAORDINARY LOSS
On November 15, 1996, the Partnership refinanced the mortgage encumbering the
Village of Pennbrook. The refinancing replaced indebtedness of $16,691,000,
including accrued interest of approximately $109,000, with a new mortgage in the
amount of $19,300,000. The mortgage was refinanced at a rate equal to 7.33%,
compared to the prior rate of 8.75%. Payments of interest only are due on the
first day of each month until the loan matures on November 1, 2003. Total
capitalized loan costs were $506,000. The Partnership paid approximately
$332,000 in prepayment premiums and wrote off $38,000 in unamortized loan costs,
resulting in an extraordinary loss on extinguishment of debt in the amount of
approximately $370,000. Refer to "Note C" for principal terms of the mortgage
payable.
NOTE F - SUBSEQUENT EVENT
In January 1997, the Partnership distributed $2,870,000 ($47.83 per limited
partnership unit) to the limited partners and $10,000 to the general partners
from the proceeds from the refinancing of the Village of Pennbrook and from
operations.
NOTE G - INCOME TAXES
Differences between the net income as reported and Federal taxable income result
primarily from (1) depreciation over different methods and lives and on
differing cost basis, and (2) change in rental income received in advance. The
following is a reconciliation of reported net income and Federal taxable income:
Years Ended December 31,
1996 1995
(in thousands, except unit data)
Net income as reported $ 411 $ 692
Add (deduct):
Depreciation differences (36) (30)
Prepaid rent 35 --
Miscellaneous 15 6
Federal taxable income $ 425 $ 668
Federal taxable income
per limited partnership unit $ 7.01 $ 11.04
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of partners' deficit (in thousands):
1996
Partners' deficit as reported $ (4,939)
Land and buildings (556)
Accumulated depreciation (4,474)
Syndication and distribution costs 3,375
Prepaid rent 35
Other 2
Partners' deficit - Federal tax basis $ (6,557)
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with Imowitz Koenig & Co., LLP regarding the 1996 or
1995 audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Partnership has no officers or directors. NPI Equity, the Managing General
Partner, manages substantially all of the Partnership's affairs and has general
responsibility in all matters affecting its business. NPI Equity is a wholly
owned subsidiary of NPI. NPI Equity and its affiliates also control, or act as,
the managing general partner of 28 other public limited partnerships. All of
these partnerships are engaged in the acquisition, leasing and disposition of
real estate. As of December 31, 1996, the names, ages and positions held by
executive officers and directors of NPI Equity are as follows:
Name Age Position
William H. Jarrard, Jr. 50 President and Director
Ronald Uretta 40 Vice President, Chief
Operating Officer and
Treasurer
John K. Lines 37 Vice President and
Secretary
Kelley M. Buechler 39 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of the Managing General
Partner since January 1996 and Managing Director - Partnership Administration of
Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration and Asset Management from July 1994 to January 1996.
During the five years prior to joining Insignia in 1991, he served in similar
capacities for U. S. Shelter.
Ronald Uretta has been Insignia's Chief Operating Officer since August 1996.
From January 1992 to August 1996, Mr. Uretta was Insignia's Chief Financial
Officer. Mr. Uretta was Insignia's Secretary from January 1992 to June 1994.
From May 1988 until September 1990, Mr. Uretta was a self-employed financial
consultant. From January 1978 until January 1988, Mr. Uretta was employed by
Veltri Raynor & Company, independent certified public accountants.
John K. Lines, Esq. has been Vice President and Secretary of the Managing
General Partner since January 1996, Insignia's General Counsel since June 1994,
and General Counsel and Secretary since July 1994. From May 1993 until June
1994, Mr. Lines was the Assistant General Counsel and Vice President of Ocwen
Financial Corporation, West Palm Beach, Florida. From October 1991 until May
1993, Mr. Lines was a Senior Attorney with BANC ONE CORPORATION, Columbus, Ohio.
From May 1984 until October 1991, Mr. Lines was an attorney with Squire Sanders
& Dempsey, Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of the Managing General Partner. Ms.
Buechler has been Assistant Secretary of Insignia since 1991. During the five
years prior to joining Insignia in 1991, she served in similar capacities for U.
S. Shelter.
No family relationships exist among any of the officers or directors of the
Managing General Partner.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or renumeration was paid by the Partnership to
any officer or director of the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, reimbursements and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Item
12, Certain Relationships and Related Transactions" below, which is incorporated
herein by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding limited partnership
units of the Partnership owned by each person who is known by the Partnership to
own beneficially or exercise voting or dispositive control over more than 5% of
the Partnership's limited partnership units, by each of NPI Equity's directors
and by all directors and executive officers of NPI Equity as a group as of
December 31, 1996.
Name and address of Amount and nature of
Beneficial Owner Beneficial Owner % of Class
Insignia Properties, LP 26,664.46 44.4%
One Insignia Financial Plaza
Greenville, SC 29602
DeForest Ventures II 5,750.54 9.6
All directors and executive
officers as a group -- --
There are no arrangements known to the Partnership, the operation of which may,
at a subsequent date, result in a change in control of the Partnership.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transactions have occurred between the Partnership and any officer or
director of NPI Equity.
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
NPI Equity Investments, Inc. ("NPI Equity" or the "Managing General Partner"),
is the general partner of the Partnership. On January 19, 1996, the
stockholders of National Property Investors, Inc. ("NPI"), the sole shareholder
of NPI Equity, sold all of the issued and outstanding shares of NPI to IFGP
Corporation ("IFGP"), an affiliate of Insignia Financial Group, Inc.
("Insignia"). Upon closing, the officers and directors of NPI Equity resigned
and IFGP elected new officers and directors. In connection with the sale of the
NPI stock to IFGP, DeForest Ventures II, L.P. sold the 29,523 limited
partnership units owned by it to Insignia LLC, an entity comprised of the former
NPI shareholders and their affiliates. (See "Item 11, Security Ownership of
Certain Beneficial Owners and Management.")
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were charged to expense in 1996 and 1995 (in thousands):
Years Ended
December 31,
1996 1995
Property management fees (included in operating
expenses) $ 311 $ 307
Reimbursement for services of affiliates (included
in general and administrative expenses
and operating expenses) 147 172
In addition to the amounts shown above, the Partnership paid approximately
$195,000 to an affiliate of the Managing General Partner for brokerage fees
incurred in connection with the refinancing of the Village of Pennbrook during
the year ended December 31, 1996. These charges have been capitalized as loan
costs and will be amortized over the life of the loan.
The Managing General Partner is entitled to receive 1% of the adjusted cash from
operations and an allocation of 1% of the net income (loss) of the Partnership.
For the period from January 19, 1996, to December 31, 1996, the Partnership
insured its property under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
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 Managing General Partner who
received payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
Included in operating expenses for the year ended December 31, 1995, are
insurance premiums of approximately $119,000 which were paid to the Managing
General Partner under a master insurance policy arranged for by the Managing
General Partner.
NPI Equity has established a revolving credit facility (the "Partnership
Revolver") to be used to fund deferred maintenance and working capital needs of
the National Property Investors Partnership Series ("NPI Partnerships"). The
maximum draw available to the Partnership under the Partnership Revolver is
$300,000. Loans under the Partnership Revolver will have a term of 265 days, be
unsecured and bear interest at the rate of 2% per annum in excess of the prime
rate announced from time to time by Chemical Bank, N.A. The maturity date of
such borrowing will be accelerated in the event of: (1) the removal of the
managing general partner (whether or not For Cause, as defined in the
Partnership Agreement); (ii) the sale or refinancing of a property by the
Partnership, or: (iii) the liquidation of the Partnership. The Partnership has
not borrowed under the Partnership Revolver, to date.
As a result of its ownership of 26,664 limited partnership units, Insignia
Properties, LP could be in a position to significantly influence all voting
decisions with respect to the Partnership. Under the Partnership Agreement,
unitholders holding a majority of the Units are entitled to take action with
respect to a variety of matters. When voting on matters, Insignia Properties, LP
would in all likelihood vote the Units it acquired in a manner favorable to the
interest of the Managing General Partner because of its affiliation with the
Managing General Partner. However, DeForest II, from whom Insignia Properties,
LP acquired its Units, had agreed for the benefit of non-tendering unitholders,
that it would vote its Units: (i) against any increase in compensation payable
to the Managing General Partner or to affiliates; and (ii) on all other matters
submitted by it or its affiliates, in proportion to the votes cast by upon
tendering units holders. Except for the foregoing, no other limitations are
imposed on Insignia Properties, LP's right to vote each Unit acquired.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) See Exhibit Index contained herein.
(b) Reports on Form 8-K filed during the fourth quarter of 1996: None.
(c) Exhibit 27, Financial Data Schedule.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act
of 1934, the Partnership has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
NATIONAL PROPERTY INVESTORS 4
By: NPI EQUITY INVESTMENTS, INC.,
Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
Date: March 26, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Partnership and
in the capacities and on the dates indicated.
Signature/Title Title Date
/s/William H. Jarrard, Jr. President and March 26, 1997
William H. Jarrard, Jr. Director
/s/Ronald Uretta Vice President March 26, 1997
Ronald Uretta and Treasurer
NATIONAL PROPERTY INVESTORS 4
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 NPI, Inc. Stock Purchase Agreement, dated as of August
17, 1995, incorporated by reference to the Partnership's
Current Report on Form 8-K dated August 17, 1995.
2.2 Partnership Units Purchase Agreement dated as of August
17, 1995 incorporated by reference to Exhibit 2.1 to Form
8-K filed by Insignia Financial Group, Inc. ("Insignia")
with the Securities and Exchange Commission on September
1, 1995.
2.3 Management Purchase Agreement dated as of August 17, 1995
incorporated by reference to Exhibit 2.2 to Form 8-K
filed by Insignia with the Securities and Exchange
Commission on September 1, 1995.
2.5 Master Indemnity Agreement dated as of August 17, 1995
incorporated by reference to Exhibit 2.5 to Form 8-K
filed by Insignia with the Securities and Exchange
Commission on September 1, 1995.
3.4 Agreement of Limited Partnership, incorporated by
reference to Exhibit A to the Prospectus of the
Partnership dated September 20, 1983, as amended on June
13, 1989, and as thereafter supplemented contained in the
Partnership's Registration Statement on Form S-11 (Reg.
No. 2-79007).
10.1 Agreement to Purchase Village of Pennbrook Apartments
dated November 25, 1981 between the Partnership and SB
Partners, incorporated by reference to the Exhibits to
the Partnership's Current Report on Form 8-K dated
November 25, 1981.
10.4 Property Management Agreement dated June 21, 1991, by and
between the Partnership and NPI Management incorporated
by reference to Exhibit 10.4 to the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1991.
10.5 Multifamily Note dated September 30, 1996, by and between
the Partnership and Lehman Brothers Holding, Inc. for the
Village of Pennbrook.
10.6 Multifamily Note dated November 1, 1996, by and between
the Partnership and Lehman Brothers Holdings, Inc. for
the Village of Pennbrook.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from National
Property Investors 4 1996 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000318508
<NAME> NATIONAL PROPERTY INVESTORS 4
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 4,674
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 25,722
<DEPRECIATION> (17,026)
<TOTAL-ASSETS> 15,037
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 19,300
0
0
<COMMON> 0
<OTHER-SE> (4,939)
<TOTAL-LIABILITY-AND-EQUITY> 15,037
<SALES> 0
<TOTAL-REVENUES> 6,329
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,548
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,517
<INCOME-PRETAX> 781
<INCOME-TAX> 0
<INCOME-CONTINUING> 781
<DISCONTINUED> 0
<EXTRAORDINARY> (370)
<CHANGES> 0
<NET-INCOME> 411
<EPS-PRIMARY> 6.78<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
EXHIBIT 10.5
MULTIFAMILY NOTE
US $19,300,000.00 New York, New York
As of September 30, 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
NINETEEN MILLION THREE HUNDRED THOUSAND AND 00/100 DOLLARS, with interest on the
unpaid principal balance from the date of this Note, until paid, at the
Applicable Interest Rate (defined herein). Principal and interest 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, as follows:
(i) payments of interest only commencing on the first day of October, 1996
and thereafter on the first day of each succeeding calendar month up
to and including the Maturity Date (defined herein); and
(ii) the balance of the aggregate outstanding principal sum and all accrued
but unpaid interest thereon shall be due and payable on the Maturity
Date.
The term "Maturity Date" shall mean November 15, 1996.
Interest on the principal sum of the Note shall be calculated on the basis
of the actual number of days elapsed in a three hundred sixty (360) day year.
All payments to Lender under the Note or this Agreement shall be made by wire
transfer of immediately available federal funds.
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 of 25% of the unpaid principal balance hereof.
The undersigned hereby irrevocably authorizes and empowers any attorney or
the Prothonotary or Clerk of any court in the Commonwealth of Pennsylvania, or
elsewhere, to appear for the undersigned in any action brought against the
undersigned on this Note, if not paid when due, with or without declaration
filed and as of any term, and therein to confess or enter judgment against the
undersigned for the entire principal amount outstanding hereunder and accrued
interest thereon and for any other sums due pursuant to the terms of this Note,
together with expenses and costs of suit and attorney's fees for collection as
provided herein. For such purpose, this Note or a copy hereof verified by
affidavit shall be a sufficient warrant.
The authority granted herein to confess judgment shall not be exhausted by
any exercise thereof, but shall continue from time to time and at all times
until payment in full of all the indebtedness evidenced by this Note. The
remedies of the holder hereof as provided herein and the warrants contained
herein shall be cumulative and concurrent with any other remedies available to
the holder hereof any may be pursued singly, successively, or together at the
sole discretion of the holder hereof and as often as occasion therefor shall
occur. The failure to exercise any such right or remedy shall in no event be
construed as a waiver or release thereof.
The undersigned hereby waives and releases all errors and imperfections in
any proceedings instituted by the holder hereof under the terms of this Note and
all benefit that might accrue to the undersigned by virtue of any present or
future laws exempting any property, real or personal, or any part of the
proceeds arising from any sale of such property, from attachment, levy or sale
under the execution, or providing for any stay of execution, exemption from
civil process, or extension of time for payment. The undersigned agrees that
any real estate that may be levied upon pursuant to a judgment obtained by
virtue hereof, on any writ of execution issued thereon, may be sold upon any
such writ in whole or in part in any order desired by the holder hereof.
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.
IN WITNESS WHEREOF, Borrower has executed this Instrument or has caused the
same to be executed by its representatives thereunto duly authorized.
NATIONAL PROPERTY INVESTORS 4, a California
limited partnership
By: NPI Equity Investments, Inc., a Florida
corporation, its general partner
By: /s/William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
EXHIBIT 10.6
Loan No. 734079591
Pennbrook
MULTIFAMILY NOTE
US $19,300,000.00
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
Nineteen Million Three 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 One Hundred
Seventeen Thousand Eight Hundred Ninety and 83/100 Dollars (US $117,890.83) 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 of 25% of the unpaid balance hereof.
The undersigned hereby irrevocably authorizes and empowers any attorney or
the Prothonotary or Clerk of any court in the Commonwealth of Pennsylvania, or
elsewhere, to appear for the undersigned in any action brought against the
undersigned on this Note, if not paid when due, with or without declaration
filed as of any term, and therein to confess or enter judgment against the
undersigned for the entire principal amount outstanding hereunder and accrued
interest thereon and for any other sums due pursuant to the terms of this Note,
together with expenses and costs of suit and attorney's fees for collection as
provided herein. For such purpose, this Note or a copy hereof verified by
affidavit shall be a sufficient warrant.
The authority granted herein to confess judgment shall not be exhausted by
any exercise thereof, but shall continue from time to time and at all times
until payment in full of all the indebtedness evidenced by this Note. The
remedies of the holder hereof as provided herein and warrants contained herein
shall be cumulative and concurrent with any other remedies available to the
holder hereof any may be pursued singly, successively, or together at the sole
discretion of the holder hereof and as often as occasion therefor shall occur.
The failure to exercise any such right or remedy shall in no event be construed
as a waiver or release thereof.
The undersigned hereby waives and releases all errors and imperfections in
any proceedings instituted by the holder hereof under the terms of this Note and
all benefit that might accrue to the undersigned by virtue of any present or
future laws exempting any property, real or personal, or any part of the
proceeds arising from any sale of such property, from attachment, levy or sale
under the execution, or providing for any stay of execution, exemption from
civil process, or extension of time for payment. The undersigned agrees that
any real estate that may be levied upon pursuant to a judgment obtained by
virtue hereof, on any writ of execution issued thereon, may be sold upon any
such writ in whole or in part in any order desired by the holder thereof.
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.
BORROWER: NATIONAL PROPERTY INVESTORS 4
a California limited partnership
BY: NPI Equity Investments, Inc.
a Florida corporation, its general
partner
BY: /s/William H. Jarrard, Jr.
Name: William H. Jarrard. Jr.
Title: President
LENDER: 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: Authorized Signatory
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: Authorized Signatory
