SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1996
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-11127
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BALCOR REALTY INVESTORS LTD.-82
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(Exact name of registrant as specified in its charter)
Illinois 36-3139801
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
--------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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<PAGE>
BALCOR REALTY INVESTORS LTD.-82
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1996 and December 31, 1995
(UNAUDITED)
ASSETS
1996 1995
-------------- --------------
Cash and cash equivalents $ 5,295,514 $ 1,585,311
Restricted investments 1,230,000
Escrow deposits 266,493 790,489
Accounts and accrued interest receivable 46,507 17,823
Prepaid expenses 75,486 66,598
Deferred expenses, net of accumulated
amortization of $130,748 in 1996
and $164,686 in 1995 248,475 490,194
-------------- --------------
5,932,475 4,180,415
-------------- --------------
Investment in real estate
Land 2,491,472 3,452,798
Buildings and improvements 17,269,206 25,174,333
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19,760,678 28,627,131
Less accumulated depreciation 9,143,762 12,777,256
-------------- --------------
Investment in real estate, net of
accumulated depreciation 10,616,916 15,849,875
-------------- --------------
$ 16,549,391 $ 20,030,290
============== ==============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Accounts payable $ 357,535 $ 40,387
Due to affiliates 44,666 20,633
Accrued liabilities, principally
real estate taxes 296,661 490,554
Security deposits 107,568 134,861
Mortgage notes payable 16,284,090 23,603,034
-------------- --------------
Total liabilities 17,090,520 24,289,469
-------------- --------------
Limited Partners' capital (deficit)
(74,133 Interest issued and
and outstanding) 3,147,469 (485,660)
General Partner's deficit (3,688,598) (3,773,519)
-------------- --------------
Total partners' deficit (541,129) (4,259,179)
-------------- --------------
$ 16,549,391 $ 20,030,290
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS LTD.-82
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1996 and 1995
(UNAUDITED)
1996 1995
-------------- --------------
Income:
Rental and service $ 5,295,058 $ 5,311,367
Interest on short-term investments 112,319 250,791
Interest on wrap-around note receivable 92,574
Settlement income 216,750
-------------- --------------
Total income 5,624,127 5,654,732
-------------- --------------
Expenses:
Interest on mortgage notes payable 1,479,378 1,564,179
Depreciation 578,199 586,455
Amortization of deferred expenses 48,759 63,084
Property operating 1,885,013 1,800,761
Real estate taxes 463,825 470,490
Property management fees 251,276 253,233
Administrative 317,230 327,244
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Total expenses 5,023,680 5,065,446
-------------- --------------
Income before gain on sale of
property and extraordinary item 600,447 589,286
Gain on sale of property 5,682,819 3,244,180
-------------- --------------
Income before extraordinary item 6,283,266 3,833,466
Exraordinary item:
Debt extinguishment expense (192,960)
-------------- --------------
Net income $ 6,090,306 $ 3,833,466
============== ==============
Income before extraordinary item
allocated to General Partner $ 86,851 $ 61,906
============== ==============
Income before extraordinary item
allocated to Limited Partners $ 6,196,415 $ 3,771,560
============== ==============
Income before extraordinary item
per Limited Partnership Interest
(74,133 issued and outstanding) $ 83.59 $ 50.88
============== ==============
Extraordinary item allocated to
General Partner $ (1,930) NONE
============== ==============
Extraordinary item allocated to
Limited Partners $ (191,030) NONE
============== ==============
Extraordinary item per Limited
Partnership Interest (74,133
<PAGE>
issued and outstanding) $ (2.58) NONE
============== ==============
Net income allocated to General Partner $ 84,921 $ 61,906
============== ==============
Net income allocated to Limited Partners $ 6,005,385 $ 3,771,560
============== ==============
Net income per Limited Partnership Interest
(74,133 issued and outstanding) $ 81.01 $ 50.88
============== ==============
Distributions to Limited Partners $ 2,372,256 $ 3,443,477
============== ==============
Distributions per Limited Partnership
Interest $ 32.00 $ 46.45
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS LTD.-82
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1996 and 1995
(UNAUDITED)
1996 1995
-------------- --------------
Income:
Rental and service $ 1,728,316 $ 1,824,246
Interest on short-term investments 33,910 78,511
-------------- --------------
Total income 1,762,226 1,902,757
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Expenses:
Interest on mortgage notes payable 478,917 505,806
Depreciation 187,229 195,485
Amortization of deferred expenses 16,253 16,253
Property operating 692,984 753,780
Real estate taxes 136,244 156,772
Property management fees 77,903 84,139
Administrative 102,348 86,751
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Total expenses 1,691,878 1,798,986
-------------- --------------
Income before gain on sale of
property and extraordinary item 70,348 103,771
Gain on sale of property 5,682,819
-------------- --------------
Income before extraordinary item 5,753,167 103,771
Exraordinary item:
Debt extinguishment expense (192,960)
-------------- --------------
Net income $ 5,560,207 $ 103,771
============== ==============
Income before extraordinary item
allocated to General Partner $ 60,346 $ 5,188
============== ==============
Income before extraordinary item
allocated to Limited Partners $ 5,692,821 $ 98,583
============== ==============
Income before extraordinary item
per Limited Partnership Interest
(74,133 issued and outstanding) $ 76.79 $ 1.33
============== ==============
Extraordinary item allocated to
General Partner $ (1,930) NONE
============== ==============
Extraordinary item allocated to
Limited Partners $ (191,030) NONE
============== ==============
Extraordinary item per Limited
Partnership Interest (74,133
issued and outstanding) $ (2.58) NONE
============== ==============
Net income allocated to General Partner $ 58,416 $ 5,188
<PAGE>
============== ==============
Net income allocated to Limited Partners $ 5,501,791 $ 98,583
============== ==============
Net income per Limited Partnership
Interest (74,133 issued and outstanding) $ 74.22 $ 1.33
============== ==============
Distribution to Limited Partners $ 1,779,192 $ 222,399
============== ==============
Distribution per Limited Partnership
Interest $ 24.00 $ 3.00
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS LTD.-82
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1996 and 1995
(UNAUDITED)
1996 1995
-------------- --------------
Operating activities:
Net income $ 6,090,306 $ 3,833,466
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of propery (5,682,819) (3,244,180)
Debt extinguishment expense 192,960
Depreciation of properties 578,199 586,455
Amortization of deferred expenses 48,759 63,084
Net change in:
Accounts and accrued interest
receivable (28,684) 104,172
Escrow deposits 321,452 188,883
Prepaid expenses (8,888) (109,239)
Accounts payable 317,148 (27,942)
Due to affiliates 24,033 (78,096)
Accrued liabilities (193,893) (113,473)
Escrow liabilities (39,877)
Security deposits (27,293) 9,168
-------------- --------------
Net cash provided by operating activities 1,631,280 1,172,421
-------------- --------------
Investing activities:
Proceeds from repayment of wrap-around
note received in connection with
sale of real estate 1,342,445
Proceeds from redemption of
restricted investment 1,230,000
Proceeds from sale of real estate 3,684,501
Payment of selling costs (362,421)
-------------- --------------
Net cash provided by investing activities 4,552,080 1,342,445
-------------- --------------
Financing activities:
Distributions to Limited Partners (2,372,256) (3,443,477)
Principal payments on mortgage notes
payable (303,445) (307,801)
Funding of capital improvement escrows (120,033) (96,900)
Disbursements from capital
improvement escrows 322,577 373,449
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Net cash used in financing activities (2,473,157) (3,474,729)
-------------- --------------
Net change in cash and cash equivalents 3,710,203 (959,863)
Cash and cash equivalents at beginning
of period 1,585,311 4,292,726
-------------- --------------
Cash and cash equivalents at end of period $ 5,295,514 $ 3,332,863
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS LTD.-82
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the nine months and quarter
ended September 30, 1996, and all such adjustments are of a normal and
recurring nature.
2. Interest Expense:
During the nine months ended September 30, 1996 and 1995, the Partnership
incurred and paid interest expense on non-affiliated mortgage notes payable of
$1,479,378 and $1,564,179, respectively.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
nine months and quarter ended September 30, 1996 are:
Paid
-----------------------
Nine Months Quarter Payable
------------ --------- ----------
Reimbursement of expenses to
the General Partner, at cost $ 58,133 $ 9,046 $ 44,666
4. Property Sales:
In September 1996, the Partnership sold the Songbird Apartments in an all
cash sale for $10,700,000. The purchaser of the Songbird Apartments took
title subject to the existing first mortgage loan in the amount of
$7,015,499. The Partnership paid $362,421 in selling costs. The basis of
the property was $4,654,760, which is net of accumulated depreciation of
$4,211,694. For financial statement purposes, the Partnership recognized a
gain of $5,682,819 from the sale of this property.
5. Extraordinary Items:
In September 1996, the Partnership sold the Songbird Apartments. In
connection with the sale, the Partnership fully amortized the remaining
deferred financing fees in the amount of $192,960. This amount was
recognized as an extraordinary item and classified as a debt extinguishment
expense.
<PAGE>
6. Subsequent Event:
a) In October 1996, the Partnership made a distribution of $3,410,118,
$46.00 per Interest to the holders of Limited Partnership Interests
representing a regular quarterly distribution of Net Cash Receipts of
$4.00 per Interest for the third quarter of 1996, and a special Net Cash
Proceeds distribution of $42 per Interest representing a significant
portion of the Songbird Apartments sales proceeds.
b) During October 1996, the Partnership sold the Eagles Pointe Apartments
in an all cash sale for $11,075,000. From the proceeds of the sale,
the Partnership paid $7,066,611 to the third party mortgage holder in full
satisfaction of the first and second mortgage loan, and paid $1,008,316 in
selling costs which includes $423,934 of prepayment penalties. For
financial statement purposes, the Partnership will recognize a gain of
approximately $6,552,000 from the sale of this property during the fourth
quarter of 1996.
<PAGE>
BALCOR REALTY INVESTORS LTD.-82
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Realty Investors Ltd.-82 (the "Partnership") is a limited partnership
formed in 1981 to invest in and operate income-producing real property. The
Partnership raised $74,133,000 through the sale of Limited Partnership
Interests and utilized these proceeds to acquire fourteen real property
investments. From 1984 through 1995, eleven of these properties were sold or
relinquished through foreclosure. During September and October 1996, the
Partnership sold the Songbird Apartments and the Eagles Pointe Apartments,
respectively. The Partnership continues to own Balcones Woods Apartments,
however this property is being actively marketed for sale.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1995 for a more complete understanding of
the Partnership's financial position.
Operations
- ----------
Summary of Operations
- ---------------------
The Partnership sold the Songbird Apartments in September 1996 and recognized a
significant gain on sale of property for financial statement purposes. This
resulted in an increase in net income during the nine months and quarter ended
September 30, 1996 as compared to the same periods in 1995.
1996 Compared to 1995
- ---------------------
Discussions of fluctuations between 1996 and 1995 refer to both the nine months
and quarter ended September 30, 1996 and 1995.
Interest income on short-term investments decreased during 1996 as compared to
1995 primarily due to lower average cash balances available for investment
resulting from the payment of special distributions to Limited Partners in
1995.
As a result of the February 1995 repayment of the Meridian Hills Court
Apartments wrap-around note, interest income on wrap-around note receivable
ceased and interest expense on mortgage notes payable decreased during 1996
when compared to 1995. In addition, the Partnership recognized the final
portion of the deferred gain of $3,244,180 related to this installment sale
during 1995. This gain had been deferred from 1986, when the property had been
sold for a cash down payment plus the wrap-around note. In addition, the
remaining deferred expenses related to this loan were fully amortized. This
resulted in a decrease in amortization of deferred expenses for the nine months
ended September 30, 1996, as compared to 1995.
<PAGE>
The Partnership reached a settlement with the seller of the Balcones Woods
Apartments in February 1996 and recognized $216,750 of settlement income
relating primarily to amounts due from the seller under the management and
guarantee agreement.
Increased expenditures at the Balcones Woods Apartments relating to payroll,
insurance and utility expenses resulted in an increase in property operating
expenses for the nine months ended September 30, 1996 as compared to the same
period in 1995.
Real estate tax expense decreased for the quarter ended September 30, 1996 as
compared to 1995 due to a decrease in the assessed value of Eagle Pointe
Apartments and the sale of Songbird Apartments. This decrease was partially
offset by increased tax rates at Balcones Woods Apartments.
Higher accounting fees resulted in an increase in administrative expenses for
the quarter ended September 30, 1996 as compared to 1995.
The Partnership recognized a $5,682,819 gain on sale of property during 1996 in
connection with the September 1996 sale of the Songbird Apartments.
In connection with the sale of the Songbird Apartments, the Partnership fully
amortized the remaining deferred expenses in the amount of $192,960. This
amount was recognized as an extraordinary item and is classified as debt
extinguishment expense in 1996.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership increased by approximately $3,710,000 as
of September 30, 1996 as compared to December 31, 1995 primarily due to the
sale of Songbird Apartments. Cash flow of approximately $1,631,000 was provided
by operating activities during 1996 consisting primarily of cash provided by
the operation of the Partnership's properties, and settlement income received
from the seller of the Balcones Woods Apartments. Cash provided by investing
activities of approximately $4,552,000 consisted primarily of net proceeds
received from the September 1996 sale of the Songbird Apartments and proceeds
from the redemption of a restricted investment. Cash used in financing
activities of approximately $2,473,000 consisted of distributions to the
Limited Partners, principal payments on mortgage notes payable and net
disbursements received from capital improvement escrows.
Short-term investments totaling $1,230,000 had been pledged as additional
collateral for the mortgage note payable relating to the Eagles Pointe
Apartments. The Partnership obtained a release of the funds in July 1996, upon
meeting certain criteria pursuant to the terms of the loan agreement.
The Partnership defines cash flow generated from its properties as an amount
equal to the property's revenue receipts less property related expenditures,
which include debt service payments. Both of the properties owned by the
Partnership at September 30, 1996 generated positive cash flow during 1995 and
1996. The Songbird Apartments generated positive cash flow in 1995 and before
it was sold in September 1996. As of September 30, 1996, the occupancy rates of
the Partnership's properties were 91% at Balcones Woods Apartments and 99% at
Eagles Pointe Apartments.
<PAGE>
The General Partner believes that the market for multifamily housing properties
is favorable to sellers of these properties and has accelerated the
Partnership's liquidation strategy. During the first nine months of 1996, the
Partnership sold the Songbird and Eagles Pointe Apartments, and is actively
marketing its only remaining property, Balcones Woods Apartments. The
Partnership expects to complete the sale of this property during the next three
to six months.
The timing of the termination of the Partnership and final distribution of cash
will depend upon the nature and extent of liabilities and contingencies which
exist or may arise. Such contingencies may include legal and other fees
stemming from litigation involving the Partnership. In the absence of any such
contingency, the reserves will be distributed within twelve months of the last
property being sold. In the event a contingency arises, reserves may be held by
the Partnership for a longer period of time.
In September 1996, the Partnership sold the Songbird Apartments in an all cash
sale for $10,700,000. The purchaser of the Songbird Apartments took title
subject to the existing first mortgage loan in the amount of $7,015,499, and
paid $362,421 in selling costs. Pursuant to the terms of the sale, $500,000 of
the proceeds will be retained by the Partnership until January 1997. Proceeds
were distributed as a special distribution to the Limited Partners in October
1996. See Note 4 of Notes to Financial Statements for additional information.
In October 1996, the Partnership sold the Eagles Pointe Apartments in an all
cash sale for $11,075,000. From the proceeds of the sale, the Partnership paid
$7,066,611 to the third party mortgage holder in full satisfaction of the first
and second mortgage loans, and paid $1,008,316 in selling costs which includes
$423,934 of prepayment penalties. Pursuant to the terms of the sale, $250,000
of the proceeds will be retained by the Partnership until December 1996. The
proceeds will be distributed as a special distribution to the Limited Partners
in January 1997, See Note 6 of Notes to Financial Statements for additional
information.
The Partnership's remaining property is owned through the use of third-party
mortgage loan financing and, therefore, the Partnership is subject to the
financial obligations required by this loan. This loan matures during 1998.
In October 1996, the Partnership made a distribution of $3,410,118 ($46.00 per
Interest) to the holders of Limited Partnership Interests representing a
distribution of Net Cash Receipts of $4.00 per Interest for the third quarter
of 1996, and a special Net Cash Proceeds distribution of $42 per Interest
resulting from the proceeds received in connection with the sale of Songbird
Apartments in September 1996. Including the October 1996 distribution,
investors have received distributions of Net Cash Receipts of $42.90 and Net
Cash Proceeds of $436.50, totaling $479.40 per $1,000 Interest, as well as
certain tax benefits. Future distributions will be comprised of net operating
cash flow generated by Balcones Woods Apartments, actual proceeds from the sale
of the Songbird Apartments and Eagles Pointe Apartments and future proceeds, if
any, generated from the sale of Balcones Woods Apartments. In light of results
to date and current market conditions, the General Partner does not anticipate
that investors will recover all of their original investment.
<PAGE>
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
<PAGE>
BALCOR REALTY INVESTORS LTD.-82
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- --------------------------
Proposed class action
- ---------------------
On August 30, 1996, a proposed class action complaint was filed, Lenore Klein
vs. Lehman Brothers, Inc., et al. (Superior Court of New Jersey, Law Division,
Union County, Docket No. Unn-L-5162-96). The Partnership, additional limited
partnerships which were sponsored by The Balcor Company (together with the
Partnership, the "Affiliated Partnerships"), American Express Company, Lehman
Brothers, Inc., additional limited partnerships sponsored by the predecessor of
Lehman Brothers, Inc. (together with the Partnership and the Affiliated
Partnerships, the "Defendant Partnerships") and Smith Barney Holdings, Inc. are
the named defendants in the action. The complaint was amended on October 18,
1996 to add additional plaintiffs. The amended complaint alleges, among other
things, common law fraud and deceit, negligent misrepresentation, breach of
contract, breach of fiduciary duty and violation of certain New Jersey statutes
relating to the disclosure of information in the offering of limited
partnership interests in the Defendant Partnerships. The amended complaint
seeks judgment for compensatory damages equal to the amount invested in the
Defendant Partnerships by the proposed class plus interest accrued thereon;
general damages for injuries arising from the defendants' actions;
equitable relief, including rescission, on certain counts; punitive
damages; treble damages on certain counts; recovery from the defendants of all
profits received by them as a result of their actions relating to the Defendant
Partnerships; attorneys' fees and other costs.
The defendants intend to vigorously contest this action. No class has been
certified as of this date. Management of each of the defendants believes they
have meritorious defenses to contest the claims. It is not determinable at this
time whether or not an unfavorable decision in this action would have a
material adverse impact on the Partnership.
Item 5. Other Information
- --------------------------
Eagles Pointe Apartments
- ------------------------
As previously reported, on July 22, 1996, the Partnership contracted to sell
the Eagles Pointe Apartments, Norcross, Georgia to an unaffiliated party, TGM
Realty Corp. #5, a Delaware corporation, for a sale price of $11,075,000. The
sale closed on October 1, 1996. From the proceeds of the sale, the Partnership
repaid the first and second mortgage loans of $7,066,611, closing costs of
$731,441, which includes $423,934 of prepayment penalties, and paid $166,125 to
an unaffiliated party as a brokerage commission. An affiliate of the third
party providing property management services for the property received a fee of
$110,750 for services rendered in connection with the sale of the property. The
Partnership received approximately $3,000,073 representing the net proceeds.
<PAGE>
Songbird Apartments, Phase I and Phase II
- -----------------------------------------
As previously reported, on July 22, 1996, the Partnership contracted to sell
the Songbird Apartments, Phase I and Phase II, San Antonio, Texas to an
unaffiliated party, ERP Operating Limited Partnership, an Illinois limited
partnership, for a sale price of $11,000,000. The sale was extended to
September 19, 1996 and the sale price was reduced to $10,700,000. The sale
closed on September 19, 1996, and the purchaser assumed the existing first
mortgage loan of $7,015,499. From the proceeds of the sale, the Partnership
paid $214,000 to an unaffiliated party as a brokerage commission and closing
costs of $41,421. An affiliate of the third party providing property management
services for the property received a fee of $107,000 for services rendered in
connection with the sale of the property. The Partnership received
approximately $3,322,080, representing the net proceeds.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
- -------------
(4) Certificate of Limited Partnership set forth as Exhibit 4.1 to Amendment
No. 1 to the Registrant's Registration Statement on Form S-11 dated December
11, 1981 (Registration No. 2-74358), and Form of Confirmation regarding
Interests in the Registrant set forth as Exhibit 4.2 to the Registrant's Report
on Form 10-Q for the quarter ended September 30, 1992 (Commission File No.
0-11127) are incorporated herein by reference.
(10)(a)(i) Agreement of Sale and attachments there to relating to the sale of
the Eagles Pointe Apartments, Norcross, Georgia previously filed as Exhibit
(2)(a) to the Partnership's Current Report on Form 8-K dated July 22, 1996, is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of Eagles
Pointe Apartments, Norcross, Georgia.
(b)(i) Agreement of sale relating to the sale of the Songbird Apartments, Phase
I and Phase II, San Antonio, Texas, previously filed as Exhibit (2)(b) to the
Partnership's Current Report on Form 8-K dated July 22, 1996, is incorporated
herein by reference.
(ii) Letter Agreements relating to the sale of the Songbird Apartments,
Phase I and Phase II, San Antonio, Texas, dated August 15, 1996, August 20,
1996, and August 26, 1996.
(27) Financial Data Schedule of the Registrant for the nine month period
ending September 30, 1996 is attached hereto.
(b) Reports on Form 8-K:
(i) A Current Report on Form 8-K dated July 22, 1996, was filed reporting the
execution of contracts to sell Eagles Pointe Apartments, Norcross, Georgia,
and Songbird Apartments, Phase I and Phase II, San Antonio, Texas.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BALCOR REALTY INVESTORS LTD.-82
By: /s/Thomas E. Meador
-----------------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Partners-XI, the General Partner
By: /s/Jayne A. Kosik
-----------------------------
Jayne A. Kosik
Vice President, and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Partners-XI, the General Partner
Date: November 13, 1996
--------------------------
<PAGE>
FIRST AMENDMENT TO AGREEMENT OF SALE
This FIRST AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is entered
into as of this 21st day of August, 1996 by and between TGM Realty Corp., a
Delaware corporation ("Purchaser"), and Balcor Realty Investors Ltd.-82, an
Illinois limited partnership ("Seller").
RECITALS
A. Purchaser and Seller have entered into an Agreement of Sale dated as
of July 19, 1996 (the "Purchase Agreement") wherein Seller agreed to sell and
Purchaser agreed to purchase that certain parcel of real property commonly
known as Eagles Pointe Apartments, Atlanta, Georgia and legally described on
Exhibit A attached to the Purchase Agreement (the "Property").
B. Purchaser and Seller desire to modify and amend the Purchase
Agreement as hereinafter set forth.
NOW, THEREFORE, for the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser and Seller hereby desire to amend the Purchase
Agreement as follows:
1. Defined Terms. All capitalized terms which are used herein but which
are not otherwise defined herein shall have the meanings ascribed to them in
the Purchase Agreement.
2. Modifications to Purchase Agreement. The Purchase Agreement is
hereby modified as follows:
Inspection Period. The Inspection Period is hereby extended from
August 26, 1996 to September 16, 1996. Accordingly, the date "August 26, 1996"
contained in Section 16 is hereby deleted, and the date "September 16, 1996" is
hereby substituted therefor.
3. Miscellaneous.
A. Full Force and Effect. Except as modified herein, the Purchase
Agreement and Escrow Agreement shall remain unmodified and in full force and
effect.
B. Counterparts. This Amendment may be executed in multiple
counterparts.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
this 21st day of August, 1996.
PURCHASER:
TGM REALTY CORP. #5, a Delaware corporation
By: /s/Thomas Gochberg
-----------------------------------
Name: Thomas Gochberg
-----------------------------------
Title: President
----------------------------------
SELLER:
BALCOR REALTY INVESTORS, LTD.-82,
an Illinois limited partnership
By: Balcor Partners-XI, an Illinois general
partnership, its general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a general partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/Jerry M. Ogle
------------------------------
Name: Jerry M. Ogle
------------------------------
Title: Vice President and Secretary
-----------------------------
<PAGE>
August 15, 1996
VIA FACSIMILE MAIL
Song I Limited The Balcor Company Andrew D. Small
Partnership 2355 Waukegan Road Katten Muchin & Zavis
c/o The Balcor Company Suite A200 Suite 2100
2355 Waukegan Road Bannockburn, IL 60015 525 W. Monroe Street
Suite A200 Attn: Al Lieberman Chicago, IL 60661
Bannockburn, IL 60015
Attn: Ilona Adams
Re: Agreement of Sale, dated as of the 19th day of July, 1996 (the
"Agreement") between Song I Limited Partnership, as Seller, and ERP
Operating Limited Partnership, as Purchaser, for the purchase of
Songbird Apartments, San Antonio, Texas (the "Property").
Dear Ms. Adams and Messrs. Lieberman and Small:
Purchaser hereby requests an extension of the Approval Period, as such
term is defined in Section 17(A) of the Agreement, from August 19, 1996 until
5:00 p.m. CDT on August 26, 1996. Please acknowledge Seller's acceptance of
this modification to the Agreement by executing this letter in the space
provided below and returning it via facsimile mail to Purchaser.
ERP OPERATING LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Equity Residential Properties Trust,
a Maryland Real Estate Investment Trust,
its general partner
By: /s/ Linda A. Menich
--------------------------------
Linda A. Menich
Assistant Vice President
Approved and Accepted this day of August, 1996
SONG I LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Song I of Illinois, Inc., an Illinois corporation,
its general partner
By: /s/ James E. Mendelson
------------------------------------
Name: James E. Mendelson
------------------------------------
Title: Authorized Representative
------------------------------------
<PAGE>
August 20, 1996
VIA FACSIMILE MAIL
Song I Limited Partnership The Balcor Company Daniel J. Perlman, Esq.
c/o The Balcor Company 2355 Waukegan Road Katten Muchin & Zavis
2355 Waukegan Road Suite A200 Suite 2100
Suite A200 Bannockburn, IL 60015 525 W. Monroe Street
Bannockburn, IL 60015 Attn: Al Lieberman Chicago, IL 60661
Attn: Ilona Adams
Re: Agreement of Sale, dated as of the 19th day of July, 1996 (the
"Agreement") between Song I Limited Partnership, as Seller, and ERP
Operating Limited Partnership, as Purchaser, for the purchase of
Songbird Apartments, San Antonio, Texas (the "Property").
Dear Ms. Adams and Messrs. Lieberman and Perlman:
Purchaser hereby requests that the Closing Date, as such term is defined
in Section 9 of the Agreement, be changed from August 30, 1996 to September 19,
1996. Please acknowledge Seller's acceptance of this modification to the
Agreement by executing this letter in the space provided below and returning it
via facsimile mail to Purchaser.
Furthermore, this letter shall serve as the Extension Notice as such term
is defined in the letter agreement dated July 19, 1956, between Seller and
Purchaser.
ERP OPERATING LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Equity Residential Properties Trust,
a Maryland Real Estate Investment Trust,
its general partner
By: /s/ Shelley L. Dunck
---------------------------------
Shelley L. Dunck
Vice President
Approved and Accepted this day of August, 1996
SONG I LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Song I of Illinois, Inc., an Illinois corporation,
its general partner
By: /s/ Jerry M. Ogle
---------------------------------------
Name: Jerry M. Ogle
---------------------------------------
Title: Vice President and Secretary
---------------------------------------
<PAGE>
August 26, 1996
VIA FACSIMILE MAIL
Song I Limited Partnership The Balcor Company Daniel J. Perlman, Esq.
c/o The Balcor Company 2355 Waukegan Road Katten Muchin & Zavis
2355 Waukegan Road Suite A200 Suite 2100
Suite A200 Bannockburn, IL 60015 525 W. Monroe Street
Bannockburn, IL 60015 Attn: Al Lieberman Chicago, IL 60661
Attn: Ilona Adams
Re: Agreement of Sale, dated as of the 19th day of July, 1996 (the
"Agreement") between Song I Limited Partnership, as Seller, and ERP
Operating Limited Partnership, as Purchaser, for the purchase of
Songbird Apartments, San Antonio, Texas (the "Property").
Dear Ms. Adams and Messrs. Lieberman and Perlman:
Purchaser hereby requests that the Agreement be modified to change "Eleven
Million and No/100 Dollars ($11,000,000.00)" to "Ten Million Seven Hundred
Thousand and No/100 Dollars ($10,700,000.00)" in the second line of Section 1
thereof. Please acknowledge Seller's acceptance of this modification to the
Agreement by executing this letter in the space provided below and returning it
via facsimile mail to Purchaser.
ERP OPERATING LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Equity Residential Properties Trust,
a Maryland Real Estate Investment Trust,
its general partner
By: /s/ Shelley L. Dunck
---------------------------------
Shelley L. Dunck
Vice President
Approved and Accepted this day of August, 1996
SONG I LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Song I of Illinois, Inc., an Illinois corporation,
its general partner
By: /s/ Jerry M. Ogle
------------------------------------
Name: Jerry M. Ogle
------------------------------------
Title: Vice President and Secretary
------------------------------------
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 5296
<SECURITIES> 0
<RECEIVABLES> 75
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5684
<PP&E> 19761
<DEPRECIATION> 9144
<TOTAL-ASSETS> 16549
<CURRENT-LIABILITIES> 806
<BONDS> 16284
0
0
<COMMON> 0
<OTHER-SE> (541)
<TOTAL-LIABILITY-AND-EQUITY> 16549
<SALES> 0
<TOTAL-REVENUES> 11307
<CGS> 0
<TOTAL-COSTS> 2600
<OTHER-EXPENSES> 944
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1479
<INCOME-PRETAX> 6283
<INCOME-TAX> 0
<INCOME-CONTINUING> 6283
<DISCONTINUED> 0
<EXTRAORDINARY> (193)
<CHANGES> 0
<NET-INCOME> 6090
<EPS-PRIMARY> 81.01
<EPS-DILUTED> 81.01
</TABLE>
