NATIONAL PROPERTY INVESTORS 4
SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[X] 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, 1997
[ ] 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
(Name 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 [X] No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year. $6,646,000
State the aggregate market value of the voting stock held by non-affiliates
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 the Registrant's partnership interests is
not available. Should a trading market develop for these interests, it is the
Managing General Partner's belief that the aggregate market value of the voting
partnership interests would not exceed $25,000,000.
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 was a wholly owned subsidiary of National
Property Investors, Inc. ("NPI") until December 31, 1996, at which time Insignia
Properties Trust ("IPT") acquired the stock of the Managing General Partner.
The Partnership operates an apartment complex which was acquired from a non-
affiliated seller.
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. In 1981, the
Partnership offered, pursuant to a registration statement filed with the
Securities Exchange Commission, 70,000 Limited Partnership units (the "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 1997.
Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and
outstanding shares of NPI Equity and NPI. In connection with these
transactions, affiliates of Insignia appointed new officers and directors of NPI
Equity and NPI. See "Item 9.".
On January 19, 1996, DeForest Ventures II, L.P., the entity which tendered for
Units in the Partnership in 1994 and 1995, and certain of its affiliates sold
the Units then held by them (26,664.46 Units representing 44.4% of the total
outstanding Units at such time) to an affiliate of Insignia. As a result,
Insignia Properties, LP is 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 Capital II, L.P. 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 non-tendering unitholders. Except for the foregoing, no other
limitations are imposed on Insignia Properties, LP's ability to influence voting
decisions with respect to the Partnership. In addition to the foregoing Units,
on October 6, 1997, Insignia acquired an additional 4,452 Units pursuant to its
August 28, 1997 tender offer. See Item 6. Management's Discussion and Analysis
or Plan of Operation, for additional information with respect to this tender
offer. Insignia Properties, LP currently holds 36,911 Units representing
approximately 61.5% of the total outstanding Units.
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 Limited Partners have no right to
participate in the management or conduct of such business and affairs. NPI-AP
Management, L.P. 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 Apartments 12/15/81 Fee simple, subject to Residential rental
Falls Township, Pennsylvania first mortgage 722 units
</TABLE>
SCHEDULE OF PROPERTY:
(Dollar amounts in thousands)
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Village of Pennbrook
Apartments $ 26,047 $ 17,946 5-27.5 yrs. Straight $ 3,809
line
See "Note A" of the financial statements included in "Item 7." 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 1997
Village of Pennbrook
Apartments $ 118 7.33% 11/01/03 $19,300 $ 19,300
See "Item 6.", for information relating to the refinancing of the mortgage
encumbering the Village of Pennbrook Apartments in the fourth quarter of 1996.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average
Rental Rates Occupancy
Property 1997 1996 1997 1996
Village of Pennbrook Apartments $9,136/unit $9,026/unit 95.2% 92.8%
As noted under "Item 1.", 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 1997 for the property were:
1997 1997
Billing Rate
Village of Pennbrook Apartments $467 4.32%
ITEM 3. LEGAL PROCEEDINGS
In August 1997, an Insignia affiliate (the "Purchaser") commenced tender offers
for limited partner interests in six real estate limited partnerships including
the Partnership (collectively, the "Tender Partnerships"), in which various
Insignia affiliates act as general partner. On September 5, 1997, a partnership
claiming to be a holder of limited partnership units in one of the Tender
Partnerships, filed a complaint with respect to a putative class action in the
Court of Chancery in the State of Delaware in and for New Castle County (the
"City Partnerships complaint") challenging the actions of the defendants
(including Insignia, certain Insignia affiliates) in connection with the tender
offers. Neither the Partnership nor the Managing General Partner were named as
defendants in the action. The City Partnerships complaint alleges that, among
other things, the defendants have intentionally mismanaged the Tender
Partnerships and coerced the limited partners into selling their units pursuant
to the tender offers for substantially lower prices than the units are worth.
The plaintiffs also allege that the defendants breached an alleged duty to
provide an independent analysis of the fair market value of the limited
partnership units, failed to appoint a disinterested committee to review the
tender offer and did not adequately consider other alternatives available to the
limited partners.
On September 8, 1997, persons claiming to be holders of limited partnership
units in the Tender Partnerships filed a complaint with respect to a putative
class action and derivative suit in the Superior Court for the State of
California for the County of San Mateo (the "Kline complaint") challenging the
actions of the defendants (including Insignia, certain Insignia affiliates and
the Tender Partnerships) in connection with the tender offers. The Kline
complaint alleges that, among other things, the defendants have intentionally
mismanaged the Tender Partnerships and that, as a result of the tender offers,
the Purchaser will acquire effective voting control over the Tender Partnerships
at substantially lower prices than the units are worth. On September 24, 1997,
the court denied the plaintiffs' application for a temporary restraining order
and their request for preliminary injunctive relief preventing the completion of
the tender offers.
On September 10, 1997, persons claiming to be holders of limited partnership
units in the Tender Partnerships filed a complaint with respect to a putative
class action and derivative suit in the Superior Court for the State of
California for the County of Alameda (the "Heller complaint") challenging the
actions of the defendants (including Insignia, certain Insignia affiliates and
the Tender Partnerships) in connection with the tender offers. The Heller
complaint alleges that, among other things, the defendants have intentionally
mismanaged the Tender Partnerships and that, as a result of the tender offers,
the Purchaser will acquire effective voting control of the Tender Partnerships
at substantially lower prices than the units are worth. The Plaintiffs also
allege that the defendants breached an alleged duty to retain an independent
advisor to consider alternatives to the tender offers.
The Managing General Partner believes that the allegations contained in the City
Partnerships, Kline and Heller complaints are without merit and has been
informed that the plaintiffs in each of these actions intend to discontinue the
action.
As described in Item 6. Management's Discussion and Analysis or Plan of
Operation, the tender offer with respect to the Partnership closed on October 6,
1997.
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 REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
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
year ended December 31, 1996. In January 1997, the Partnership distributed
approximately $2,890,000 ($48.16 per limited partnership unit) to the limited
partners and approximately $10,000 to the general partner from the proceeds from
the refinancing of the Village of Pennbrook Apartments and from operations. At
December 31, 1997, the Partnership recorded a distribution payable from
operations for $35,000 representing withholding tax to the limited partners.
See "Note F" for information relating to the $1,263,000 distribution from
operations in January 1998. See "Item 6." for information relating to the
Partnership's financial ability to make future distributions.
As of December 31, 1997, the approximate number of holders of Limited
Partnership Units was 1,764.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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, 1997, was
approximately $923,000 versus net income of approximately $411,000 for the year
ended December 31, 1996. The increase in net income is primarily attributable
to the 1996 extraordinary loss on early extinguishment of debt of $370,000
relating to the refinancing of the Partnership's investment property, as
discussed below. Also contributing to the increase in net income is the
increase in rental revenue partially offset by an increase in general and
administrative expenses. The increase in average rental revenue is due to an
increase in average rental rates and occupancy at the Village of Pennbrook
Apartments. The increase in general and administrative expenses for the year
ended December 31, 1997, is primarily due to a $100,000 non-accountable
reimbursement that was paid and a $21,000 partnership management fee that was
accrued to the Managing General Partner in accordance with the Partnership
Agreement at the time of the distribution to partners, as discussed in "Note B"
in "Item 7.".
Included in operating expense for the year ended December 31, 1997, is
approximately $310,000 of major repairs and maintenance mainly comprised of
exterior painting and major landscaping at the Village of Pennbrook Apartments.
For the year ended December 31, 1996, the amount expended for major repairs and
maintenance was approximately $150,000 used primarily for the repair of heaters.
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.
For the year ended December 31, 1997, net cash decreased by approximately
$1,626,000 as compared to December 31, 1996. The Partnership had unrestricted
cash of $3,048,000 at December 31, 1997, versus $4,674,000 at December 31, 1996.
Net cash provided by operating activities remained relatively consistent. Net
cash used in investing activities decreased due to a decrease in property
improvements resulting from a large number of furnace replacements in 1996. In
addition, there was a decrease in deposits made to restricted escrows, which
were established in the third quarter of 1996 pursuant to the terms of the
refinancing of the Partnership's debt. Net cash used in financing activities
increased due to a distribution to the partners of approximately $2,900,000 paid
in 1997, as discussed in "Item 5.". Also contributing to the change in the net
cash used in financing activities were net proceeds received from the mortgage
refinancing in 1996.
On November 15, 1996, the Partnership refinanced the mortgage encumbering the
Village of Pennbrook Apartments. 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. Additional loan costs of
approximately $19,000 were incurred during the year ended December 31, 1997.
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 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%. The mortgage matures on November 1,
2003, with the principal balance due at the maturity date. Future cash
distributions will depend on the levels of cash generated from operations, a
property sale, a property refinancing and the availability of cash reserves. In
January 1997, the Partnership distributed approximately $2,890,000 ($48.16 per
limited partnership unit) to the limited partners and approximately $10,000 to
the general partner from the proceeds from the refinancing of the Village of
Pennbrook Apartments and from operations. At December 31, 1997, the Partnership
recorded a distribution payable for approximately $35,000 representing
withholding tax to the limited partners. There were no cash distributions in
1996. In January 1998, The Partnership distributed approximately $1,250,000
($20.83 per limited partnership unit) to the limited partners and approximately
$13,000 to the general partner from operations.
On August 28, 1997, an Insignia affiliate (the "Purchaser") commenced tender
offers for limited partnership interests in six real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 16,000 of the outstanding
units of limited partnership interest in the Partnership, at $180.00 per Unit,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated August 28, 1997 (the "Offer to Purchase")
and the related Assignment of Partnership Interest attached as Exhibits (a)(1)
and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1
originally filed with the Securities and Exchange Commission on August 28, 1997.
Because of the existing and potential future conflicts of interest (described in
the Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase. The Offer to Purchase closed on October 6, 1997, with the Purchaser
obtaining 4,452 units.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Litigation Reform Act of 1995 (the
"Reform Act") and as such may involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Partnership to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements speak only as of the date of this annual report. The
Partnership expressly disclaims any obligation or undertaking to release
publicly any updates of revisions to any forward-looking statements contained
herein to reflect any change in the Partnership's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.
ITEM 7. FINANCIAL STATEMENTS
NATIONAL PROPERTY INVESTORS 4
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Balance Sheet - December 31, 1997
Statements of Operations - Years ended December 31, 1997 and 1996
Statements of Changes in Partners' Deficit - Years ended December 31,
1997 and 1996
Statements of Cash Flows - Years ended December 31, 1997 and 1996
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
To The Partners
National Property Investors 4
We have audited the accompanying balance sheet of National Property Investors 4
as of December 31, 1997, and the related statements of operations, changes in
partners' deficit and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of National Property Investors 4
at December 31, 1997, and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.
/s/Ernst & Young LLP
Greenville, South Carolina
Janury 19, 1998
Independent Auditors' Report
To The Partners
National Property Investors 4
Greenville, South Carolina
We have audited the accompanying statements of operations, changes in partners'
deficit and cash flows of National Property Investors 4 (a limited partnership)
(the "Partnership") for the year 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statements of operations, changes in partners'
deficit and cash flows are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the Partnership's results of operations and its cash
flows for the year 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, 1997
Assets:
Cash and cash equivalents $ 3,048
Receivables and deposits 663
Restricted escrows 596
Other assets 653
Investment property:
Land $ 1,980
Buildings and related personal property 24,067
26,047
Less accumulated depreciation (17,946) 8,101
$ 13,061
Liabilities and Partners' Deficit
Liabilities:
Accounts payable $ 70
Tenant security deposits payable 405
Other liabilities 237
Mortgage note payable 19,300
Partners' Deficit:
General partner's $ (316)
Limited partners' (60,005 units issued
and outstanding) (6,635) (6,951)
$ 13,061
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Revenues:
Rental income $ 6,287 $ 6,005
Other income 359 324
Total revenues 6,646 6,329
Expenses:
Operating 2,456 2,433
Depreciation 960 957
Tax 467 459
Interest 1,487 1,517
General and administrative 353 182
Total expenses 5,723 5,548
Income before extraordinary loss 923 781
Extraordinary loss on early
extinguishment of debt -- (370)
Net income $ 923 $ 411
Net income allocated to general partner (1%) $ 9 $ 4
Net income allocated to limited partners (99%) 914 407
Net income $ 923 $ 411
Net income per limited partnership unit:
Income before extraordinary loss $ 15.23 $ 12.88
Extraordinary loss -- (6.10)
Net income $ 15.23 $ 6.78
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, 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)
Net income for the year
ended December 31, 1997 -- 9 914 923
Distributions to partners -- (10) (2,925) (2,935)
Partners' deficit at
December 31, 1997 60,005 $ (316) $ (6,635) $ (6,951)
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1997 1996
Cash flows from operating activities:
Net income $ 923 $ 411
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 960 957
Amortization of loan costs 72 44
Loss on disposal of asset 15 --
Extraordinary loss on early extinguishment
of debt -- 370
Change in accounts:
Receivables and deposits (118) 9
Other assets 5 (7)
Accounts payable (18) 38
Tenant security deposits payable (4) 34
Other liabilities 23 50
Net cash provided by
operating activities 1,858 1,906
Cash flows from investing activities:
Net deposits to restricted escrows (185) (411)
Property improvements and replacements (380) (733)
Net cash used in
investing activities (565) (1,144)
Cash flows from financing activities:
Mortgage principal payments -- (294)
Repayment of mortgage notes payable -- (16,582)
Proceeds from refinancing of debt -- 19,300
Loan costs (19) (506)
Debt extinguishment costs -- (332)
Distribution to partners (2,900) --
Net cash (used in) provided by
financing activities (2,919) 1,586
Net (decrease) increase in cash and cash equivalents (1,626) 2,348
Cash and cash equivalents at beginning of year 4,674 2,326
Cash and cash equivalents at end of year $ 3,048 $ 4,674
Supplemental information:
Cash paid for interest $ 1,415 $ 1,479
Distribution payable $ 35 $ --
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 4
Notes to Financial Statements
December 31, 1997
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
is a 61.5% owned subsidiary of Insignia Properties, LP ("IPLP"), an affiliate of
Insignia Financial Group, Inc. (See "Note B"). 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
partner contributed $1,000.
Cash and Cash Equivalents:
Includes cash on hand and in banks, money market funds, and certificates of
deposit with original maturities of less than 90 days. At certain times, the
amount of cash deposited at a bank may exceed the limit on insured deposits.
Security Deposits:
The Partnership requires security deposits from lessees for the duration of the
lease and such deposits are included in receivables and deposits. The security
deposits are refunded when the tenant vacates, provided the tenant has not
damaged its space and is current on its rental payments.
Investment Properties:
Investment properties are stated at cost. Acquisition fees are capitalized as a
cost of real estate. In accordance with Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of," the Partnership records impairment
losses on long-lived assets used in operations when events and circumstances
indicate that the assets might be impaired and the undiscounted cash flows
estimated to be generated by those assets are less than the carrying amounts of
those assets.
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 $523,000 are included in "Other assets" in the accompanying
balance sheet and are being amortized on a straight-line basis over the life of
the loan. At December 31, 1997, accumulated amortization is $81,000.
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. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Fair Value:
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair Value of Financial Instruments", requires disclosure of fair value
information about financial instruments, whether or not recognized in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a current transaction between willing parties, other than in a forced or
liquidation sale. The Partnership believes that the carrying amount of its
financial instruments (except for long term debt) approximates their fair value
due to the short term maturity of these instruments. The fair value of the
Partnership's long term debt, after discounting the scheduled loan payments to
maturity, approximates its carrying balance.
Advertising Costs:
Advertising costs of approximately $66,000 in 1997 and $95,000 in 1996 are
charged to expense as they are incurred and are included in operating expenses.
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 1996 balances to conform to the
1997 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.
Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and
outstanding shares of NPI Equity and National Property Investors, Inc. ("NPI").
In connection with these transactions, affiliates of Insignia appointed new
officers and directors of NPI Equity and NPI.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in 1997 and 1996 (in thousands):
Years Ended December 31,
1997 1996
Property management fees (included in operating
expenses) $ 324 $ 311
Reimbursement for services of affiliates including
$56,000 and $7,000 in construction services
reimbursements in 1997 and 1996, respectively
(included in investment property
and general and administrative and operating
expenses) 298 147
For services relating to the administration of the Partnership and operation of
the Partnership property, the Managing General Partner is entitled to receive
payment for the non-accountable expenses up to a maximum of $100,000 per year,
based upon the number of Partnership units sold, subject to certain limitations.
The Managing General Partner was entitled to receive $100,000 in 1997. This
reimbursement was paid in January 1997, and is included in reimbursement for
services of affiliates for the year ended December 31, 1997. The Managing
General Partner was not entitled to receive such fees in 1996.
In addition to the amounts discussed above, as compensation for services
rendered in managing the Partnership, the Managing General Partner is entitled
to receive a Partnership Management Fee in conjunction with a distribution of
cash from operations, subject to certain limitations. This fee in the amount of
approximately $21,000 was accrued as of December 31, 1997. The Managing General
partner was not entitled to a Partnership Management Fee in 1996.
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
Apartments (see "Note E") during the year ended December 31, 1996. These
charges have been capitalized as loan costs and are being amortized over the
life of the loan.
For the period from January 19, 1996, to August 31, 1997, 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 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 that accrued to the benefit of the affiliate of the Managing
General Partner by virtue of the agent's obligations was not significant.
The Managing General Partner has made available 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.
On August 28, 1997, an Insignia affiliate (the "Purchaser") commenced tender
offers for limited partnership interests in six real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 16,000 of the outstanding
units of limited partnership interest in the Partnership, at $180.00 per Unit,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated August 28, 1997 (the "Offer to Purchase")
and the related Assignment of Partnership Interest attached as Exhibits (a)(1)
and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1
originally filed with the Securities and Exchange Commission on August 28, 1997.
Because of the existing and potential future conflicts of interest (described in
the Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase. The Offer to Purchase closed on October 6, 1997, with the Purchaser
obtaining 4,452 units.
In September 1997 the Partnership, along with the Managing General Partner,
Insignia and certain Insignia affiliates, was named as a defendant in two
separate actions regarding alleged mismanagement of the Partnership and coercion
of the limited partners into selling their units pursuant to the tender offers
for substantially lower prices than the units are worth. The Managing General
Partner believes that these allegations are without merit and has been informed
that the plaintiffs in each of these actions intend to discontinue the action.
NOTE C - MORTGAGE NOTE PAYABLE
(Dollar amounts in thousands)
The principle 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 1997
Village of Pennbrook
Apartments $ 118 7.33% 11/01/03 $19,300 $19,300
The mortgage payable has interest only payments with a balloon payment due in
2003.
The mortgage note payable is non-recourse and is secured by pledge of the
Partnership's investment property and by pledge of revenues from the investment
property. Prepayment penalties are imposed if the mortgage note is repaid prior
to maturity.
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 Apartments $19,300 $ 1,972 $ 18,245 $ 5,830
Falls Township, Pennsylvania
<TABLE>
<CAPTION>
Gross Amount at Which Carried
At December 31, 1997
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Village of Pennbrook
Apartments $ 1,980 $ 24,067 $26,047 $ 17,946 12/81 5-27.5 yrs.
Falls Township,
Pennsylvania
</TABLE>
Reconciliation of Investment Property and Accumulated Depreciation:
December 31,
1997 1996
Investment Property
Balance at beginning of year $ 25,722 $ 24,989
Property improvements 380 733
Dispositions (55) --
Balance at end of year $ 26,047 $ 25,722
December 31,
1997 1996
Accumulated Depreciation
Balance at beginning of year $ 17,026 $ 16,069
Additions charged to expense 960 957
Dispositions (40) --
Balance at end of year $ 17,946 $ 17,026
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is $25,547,000 and $25,166,000, respectively. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1997 and 1996, is $21,738,000 and $21,500,000, respectively.
NOTE E - REFINANCING AND EXTRAORDINARY LOSS
On November 15, 1996, the Partnership refinanced the mortgage encumbering the
Village of Pennbrook Apartments. 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. Additional loan costs of
approximately $19,000 were incurred during the year ended December 31, 1997.
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 the principle terms of the mortgage note payable.
NOTE F - SUBSEQUENT EVENT
In January 1998, the Partnership distributed approximately $1,250,000 ($20.83
per limited partnership unit) to the limited partners and approximately $13,000
to the general partner from operations.
NOTE G - INCOME TAXES
The following is a reconciliation of reported net income and Federal taxable
income:
Years Ended December 31,
1997 1996
(in thousands, except unit data)
Net income as reported $ 923 $ 411
Add (deduct):
Depreciation differences 723 (36)
Prepaid rent -- 35
Management fees 120 (120)
Miscellaneous 37 15
Federal taxable income $ 1,803 $ 305
Federal taxable income
per limited partnership unit $ 29.75 $ 5.03
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of partners' deficit (in thousands):
1997
Partners' deficit as reported $ (6,951)
Land and buildings (500)
Accumulated depreciation (3,792)
Syndication and distribution costs 3,375
Prepaid rent 36
Other 25
Partners' deficit - Federal tax basis $ (7,807)
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
As of December 8, 1997, Imowitz Koenig & Co., LLP, the independent accountant
previously engaged as the principal accountant to audit the financial statements
of National Property Investors 4 (the "Registrant" or the "Partnership"), was
dismissed. As of the same date, the firm of Ernst & Young, LLP was engaged to
provide that service for the Registrant.
The audit report of Imowitz Koenig & Co., LLP on the financial statements of the
Partnership as of and for the year ended December 31, 1996, did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.
The decision to change accountants was approved by the board of directors of the
Managing General Partner of the Partnership on December 8, 1997.
During the Partnership's two most recent fiscal years and any subsequent interim
period preceding the change, there were no disagreements with the former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of the former accountant, would have caused it
to make reference to the subject matter of the disagreements in connection with
its report.
The Registrant has provided a copy of this disclosure to the former accountant,
and the Registrant requested that the former accountant furnish the Securities
and Exchange Commission with a letter stating whether it agrees with the
statements made by the Registrant, and, if not, stating the respects in which it
does not agree. A copy of the former accountant's response indicating agreement
is included as an exhibit to the report.
There were no disagreements with Ernst & Young, LLP regarding the 1997 audit 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 Insignia Properties Trust ("IPT"). As of December 31, 1997,
the names, ages and positions held by executive officers and directors of NPI
Equity are as follows:
Name Age Position
William H. Jarrard, Jr. 51 President and Director
Ronald Uretta 41 Vice President and Treasurer
Martha L. Long 37 Controller
Robert D. Long, Jr. 30 Vice President
Daniel M. LeBey 32 Vice President/Secretary
Kelley M. Buechler 40 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of the Managing General
Partner since December 1996. He has acted as Senior Vice President of IPT,
parent of the General Partner, since May 1997. Mr. Jarrard previously acted as
Managing Director - Partnership Administration of Insignia from January 1991
through September 1997 and served as Managing Director - Partnership
Administration and Asset Management from July 1994 until January 1996.
Ronald Uretta has been Vice President and Treasurer of the Managing General
Partner since December 1996 and Insignia's Treasurer since January 1992. Since
August 1996, he has also served as Chief Operating Officer. He has also served
as Secretary from January 1992 to June 1996 and as Insignia's Chief Financial
Officer from January 1992 to August 1996.
Martha L. Long has been Controller of the Managing General Partner 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, in Greenville, SC.
Robert D. Long, Jr. has been Vice President of the Managing General Partner
since January 2, 1998. Mr. Long joined Metropolitan Asset Enhancement, L.P.
("MAE"), an affiliate of Insignia, in September 1993. Since 1994 he has acted
as Vice President and Chief Accounting Officer of the MAE subsidiaries. Mr.
Long was an accountant for Insignia until joining MAE in 1993. Prior to joining
Insignia, Mr. Long was an auditor for the State of Tennessee and was associated
with the accounting firm of Harsman Lewis and Associates.
Daniel M. LeBey has been Vice President and Secretary of the Managing General
Partner since January 29, 1998 and Insignia's Assistant Secretary since April
30, 1997. Since July 1996 he has also served as Insignia's Associate General
Counsel. From September 1992 until June 1996, Mr. LeBey was an attorney with
the law firm of Alston & Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since June 1996 and Assistant Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration 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.", 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, 1997.
Name and address of Amount and nature of
Beneficial Owner Beneficial Owner % of Class
Insignia Properties, LP 36,911 61.5%
One Insignia Financial Plaza
Greenville, SC 29602
All directors and executive -- --
officers as a group
Insignia Properties, LP is an affiliate of Insignia Financial Group, Inc.
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.
Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia acquired all of the issued and outstanding shares of NPI Equity and
NPI. In connection with these transactions, affiliates of Insignia appointed
new officers and directors of NPI Equity and NPI. See "Item 9.".
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in 1997 and 1996 (in thousands):
Years Ended December 31,
1997 1996
Property management fees (included in operating
expenses) $ 324 $ 311
Reimbursement for services of affiliates including
$56,000 and $7,000 in construction services
reimbursements in 1997 and 1996, respectively
(included in investment property and
general and administrative and operating
expenses) 298 147
For services relating to the administration of the Partnership and operation of
the Partnership property, the Managing General Partner is entitled to receive
payment for the non-accountable expenses up to a maximum of $100,000 per year,
based upon the number of Partnership units sold, subject to certain limitations.
The Managing General Partner is entitled to receive $100,000 in 1997. This
reimbursement was paid in January 1997, and is included in reimbursement for
services of affiliates for the year ended December 31, 1997. The Managing
General Partner was not entitled to receive such fees in 1996.
In addition to the amounts discussed above, as compensation for services
rendered in managing the Partnership, the Managing General Partner is entitled
to receive a Partnership Management Fee in conjunction with a distribution of
cash from operations, subject to certain limitations. This fee in the amount of
approximately $21,000 was accrued as of December 31, 1997. The Managing General
Partner was not entitled to a Partnership Management Fee in 1996.
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
Apartments during the year ended December 31, 1996. These charges have been
capitalized as loan costs and are being amortized over the life of the loan.
For the period from January 19, 1996, to August 31, 1997, 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 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 that accrued to the benefit of the affiliate of the Managing
General Partner by virtue of the agent's obligations was not significant.
The Managing General Partner has made available 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.
On August 28, 1997, an Insignia affiliate (the "Purchaser") commenced tender
offers for limited partnership interests in six real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 16,000 of the outstanding
units of limited partnership interest in the Partnership, at $180.00 per Unit,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated August 28, 1997 (the "Offer to Purchase")
and the related Assignment of Partnership Interest attached as Exhibits (a)(1)
and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1
originally filed with the Securities and Exchange Commission on August 28, 1997.
Because of the existing and potential future conflicts of interest (described in
the Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase.
As a result of its ownership of 36,911 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 Capital II, L.P. 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 non-tendering unitholders. Except for the foregoing, no other
limitations are imposed on Insignia Properties, LP's ability to influence voting
decisions with respect to the Partnership.
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 1997:
A Form 8-K was filed on December 8, 1997, reporting the change in the
independent accountant (Item 8) previously engaged as the principal
accountant to audit the financial statements of the Partnership.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Partnership
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 13, 1998
In accordance with the Exchange Act, 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 13, 1998
William H. Jarrard, Jr. Director
/s/Ronald Uretta Vice President March 13, 1998
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 incorporated by reference to Exhibit
10.5 to the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1991.
10.6 Multifamily Note dated November 1, 1996, by and between
the Partnership and Lehman Brothers Holdings, Inc. for
the Village of Pennbrook incorporated by reference to
Exhibit 10.6 to the Partnership's Annual Report on Form
10-K for the year ended December 31, 1991.
16 Letter dated December 8, 1997, from the Registrant's
former independent accountant regarding its concurrence
with the statements made by the Registrant in this
Current Report
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
National Property Investors 4 1997 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 3,048
<SECURITIES> 0
<RECEIVABLES> 663
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 26,047
<DEPRECIATION> 17,946
<TOTAL-ASSETS> 13,061
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 19,300
0
0
<COMMON> 0
<OTHER-SE> (6,951)
<TOTAL-LIABILITY-AND-EQUITY> 13,061
<SALES> 0
<TOTAL-REVENUES> 6,646
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,723
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,487
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 923
<EPS-PRIMARY> 15.23<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
