FORM 10-K--ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from.........to.........
Commission file number 0-11002
CONSOLIDATED CAPITAL PROPERTIES IV
(Exact name of registrant as specified in its charter)
California 94-2768742
(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)
Registrant's telephone number (864) 239-1000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
(Title of class)
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein, and
will not 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-K or any amendment to this Form 10-K. (Amended by Exch Act Rel No.
28869, eff. 5/1/91.)
State the aggregate market value of the voting partnership interests held by
non-affiliates of the registrant. The aggregate market value shall be computed
by reference to the price at which the partnership interests were sold, or the
average bid and asked prices of such partnership interests, as of a specified
date within 60 days prior to the date of filing: Market value information for
the Registrant's partnership interests is not available.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Consolidated Capital Properties IV (the "Partnership" or "Registrant") was
organized on September 22, 1981, as a limited partnership under the California
Uniform Limited Partnership Act. On December 18, 1981, the Partnership
registered with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933 (File No. 2-74353) and commenced a public offering for
sale of $100,000,000 of Units with the general partner's right to increase the
offering to $200,000,000. The Units represent equity interests in the
Partnership and entitle the holders thereof to participate in certain
allocations and distributions of the Partnership. The Partnership subsequently
filed a Form 8-A Registration Statement with the SEC and registered under the
Securities Exchange Act of 1934 (File No. 0-11002) on March 28, 1983. The sale
of Units closed on December 14, 1983, with 343,106 Units sold at $500 each, or
gross proceeds of $171,553,000 to the Partnership. At the request of certain
Limited Partners and in accordance with its Partnership Agreement, the
Partnership has retired a total of 333 Units as of December 31, 1997. The
Partnership gave no consideration for these Units.
By the end of fiscal year 1985, approximately 73% of the proceeds raised had
been invested in 48 properties. Of the remaining 27%, 11% was required for
organizational and offering expenses, sales commissions and acquisition fees,
and 16% was retained in Partnership reserves for project improvements and
working capital as required by the Partnership Agreement.
The general partner of the Partnership is ConCap Equities, Inc., a Delaware
corporation (the "General Partner" or "CEI"). The principal place of business
for the Partnership and for the General Partner is One Insignia Financial Plaza,
Greenville, South Carolina 29602.
The Partnership's primary business and only industry segment is real estate
related operations. The Partnership was formed to acquire, own, operate and
ultimately dispose of income-producing real properties for the benefit of its
Limited Partners (herein so called; and together with the General Partner shall
be called the "Partners"). As of the close of fiscal year 1985, the Partnership
had completed its property acquisition stage and had acquired 48 properties. At
December 31, 1997, the Partnership owned 17 income-producing properties (or
interests therein) and held one note receivable with respect to a sold property.
Prior to 1996, the Partnership had disposed of 30 properties originally owned by
the Partnership. In February of 1996, the Partnership lost an additional
property through foreclosure, as discussed below.
The real estate business is highly competitive. The Registrant's real property
investments are subject to competition from similar types of properties in the
localities in which they are located and the Partnership is not a significant
factor in its industry. In addition, various limited partnerships have been
formed by related parties to engage in businesses which may be competitive with
the Registrant.
The Registrant has no employees. Partnership management and administrative
services, as well as property management services, are performed by affiliates
of Insignia Financial Group, Inc. ("Insignia"), an affiliate of the General
Partner. The property manager is responsible for the day-to-day operations of
each property. The General Partner has also selected an affiliate of Insignia to
provide real estate advisory and asset management services to the Partnership.
As advisor, such affiliate provides all partnership accounting and
administrative services, investment management, and supervisory services over
property management and leasing. For a further discussion of property and
partnership management, see "Item 13", which descriptions are herein
incorporated by reference.
The Partnership is required by the Partnership Agreement to maintain working
capital reserves for contingencies. On September 25, 1995, the partners were
proxied and approved a reduction of the capital reserve requirements to $500 per
apartment unit and $1.00 per square foot of gross leasable commercial space
owned by the Partnership, or approximately $2,200,000. During 1996, the Metro
Centre Office Building was foreclosed on by the lender. Accordingly, the
replacement reserve requirement at the remaining residential properties was
reduced to approximately $2,100,000. In the event expenditures are made from
these reserves, operating revenue shall be allocated to such reserves to the
extent necessary to maintain the foregoing level. Reserves, including
unrestricted cash and cash equivalents, and investments, totaling approximately
$12,100,000 at December 31, 1997, exceeded the Partnership's reserve
requirements of approximately $2,100,000.
The Partnership currently owns and operates 17 apartment complexes, which range
in age from 21 to 27 years old, principally located in the midwest, southeastern
and southwestern United States. The Partnership also holds one note receivable
on a sold property which is performing according to the note terms as of
December 31, 1997.
The Partnership has made significant capital investments in its real estate
portfolio during the previous three years. These investments consisted of
selected property improvement and rehabilitation programs and expenditures to
cure deferred maintenance which existed at certain of the properties. Capital
expenditures of approximately $2,950,000 are budgeted for the Partnership's
properties in 1998.
Approximately $2,500,000 of non-recourse mortgage debt secured by the Metro
Centre Office Building, located in Southern California, matured July 1, 1995.
The property historically had difficulty making its scheduled debt service
payments and, since 1985, the property made quarterly cash flow payments
pursuant to a modified and restructured loan agreement, however, no payments
were made in 1995. Given existing economic conditions in Southern California,
property operations were not expected to improve sufficiently to enable the
Partnership to refinance the existing indebtedness under prevailing market
conditions. In September 1995, a Notice of Default and Election to Sell Under
Deed of Trust was filed by the lender. The Partnership did not contest this
foreclosure action and the property was foreclosed upon on February 7, 1996.
Prior to March 1995, the Nob Hill Villa Apartments ("Nob Hill") secured two non-
recourse mortgage notes totaling approximately $5,800,000. One of the notes, a
$3,800,000 first-lien mortgage, was scheduled to mature in November 1995. In
March 1995, the General Partner refinanced these mortgage notes by obtaining a
new mortgage note of approximately $7,500,000 million secured by Nob Hill.
Under the terms of the refinancing agreement, the new mortgage note bears
interest at 9.2% and matures in April 2005.
Approximately $14,300,000 of non-recourse mortgage debt secured by the Foothill
Place Apartments and the Chimney Hill Apartments originally matured in 1994.
The Partnership exercised its option to extend the maturities until September
1995, by paying a 1%, or $143,000, loan extension fee to the current lender, as
provided for in the loan agreement. In December 1995, these properties, along
with five of the Partnership's other properties, were refinanced under terms
requiring monthly payments of interest only at a rate of 6.95% and a maturity
date of December 2005. (See "Note C" in the Notes to Consolidated Financial
Statements in "Item 8").
Prior to November 1996, Lake Forest Apartments ("Lake Forest") secured a
mortgage note guaranteed by the U.S. Department of Housing and Urban Development
("HUD") totaling approximately $4,100,000. In November 1996, the Partnership
refinanced this mortgage note by obtaining a new mortgage note of approximately
$4,700,000 secured by Lake Forest. Under the terms of the refinancing
agreement, the new mortgage note bears interest at 7.33%, requires monthly
payments of interest only and matures in November 2003.
The Post Ridge Apartments ("Post Ridge") formerly secured a mortgage note
totaling approximately $4,200,000, which was guaranteed by HUD. Operating cash
flow from Post Ridge did not support its scheduled debt service payments. As a
result, in January 1991, the Partnership suspended scheduled debt service for
Post Ridge. From 1991 through March of 1995, the Partnership remitted excess
cash flow from the property's operations as debt service. On March 28, 1995,
this debt was sold to an unaffiliated third party. Accordingly, since the
closing of the sale on May 8, 1995, this debt is no longer regulated by HUD. In
September of 1996, the Partnership entered into an interim financing arrangement
and refinanced the non-recourse mortgage note of approximately $4,200,000
secured by Post Ridge. Under the terms of the interim financing arrangement,
the new $4,100,000 mortgage note bore interest at 8% through October 31, 1996,
and from November 1, 1996, through the maturity date of November 15, 1996, the
note bore interest at a rate equal to 2.5% plus the average one month LIBOR
(totaling 7.875%). As a result of this refinancing, the Partnership realized a
$16,000 gain on the forgiveness of accrued interest, a $61,000 gain on the
forgiveness of advances from prior years, and a $158,000 loss on the write-off
of loan costs which resulted in a net extraordinary loss on refinancing of
$81,000. In November 1996, the General Partner obtained permanent financing by
securing a new mortgage note of approximately $4,100,000 collateralized by Post
Ridge. Under the terms of the refinancing agreement, this mortgage note bears
interest at 7.33%, requires monthly payments of interest only and matures in
November 2003.
To facilitate the refinancing of the mortgage note secured by Post Ridge,
effective August 7, 1996, the Post Ridge Associates, Ltd. Limited Partnership
Agreement was amended to convert the general partnership interest held by the
Registrant to a limited partnership interest, such that the Registrant shall be
the sole Limited Partner owning a 99.0% limited partnership interest in Post
Ridge Associates, Ltd. Concap Equities, Inc. was admitted as the new General
Partner owning a 1.0% general partner interest and PRA, Inc. withdrew as the
Limited Partner of Post Ridge Associates, Ltd.
On November 18, 1997, the Partnership refinanced the mortgage encumbering the
South Port Apartments. The refinancing replaced indebtedness of $3,432,000,
including accrued interest of approximately $18,000, with a new mortgage in the
amount of $4,500,000. The mortgage was refinanced at a rate of 7.19%, compared
to the prior rate of 10.85%, and matures on December 1, 2004. Total capitalized
loan costs were $120,000. The Partnership paid approximately $34,000 in
prepayment penalties and wrote off $13,000 in unamortized loan costs, resulting
in an extraordinary loss on extinguishment of debt in the amount of
approximately $47,000.
Upon the Partnership's formation in 1981, Consolidated Capital Equities
Corporation ("CCEC"), a Colorado corporation, was the corporate general partner
and Consolidated Capital Management Company ("CCMC"), a California general
partnership, was the non-corporate general partner. In 1988, through a series
of transactions, Southmark Corporation ("Southmark") acquired a controlling
interest in CCEC. In December 1988, CCEC filed for reorganization under Chapter
11 of the United States Bankruptcy Code. In 1990, as part of its reorganization
plan, CEI acquired CCEC's general partner interests in the Partnership and in 15
other affiliated public limited partnerships (the "Affiliated Partnerships") and
CEI replaced CCEC as managing general partner in all 16 partnerships. The
selection of CEI as the sole managing general partner was approved by a majority
of the Limited Partners in the Partnership and in each of the Affiliated
Partnerships pursuant to a solicitation of the Limited Partners dated August 10,
1990. As part of this solicitation, the Limited Partners also approved an
amendment to the Partnership Agreement to limit changes of control of the
Partnership, and the conversion of CCMC from a general partner to a Special
Limited Partner, thereby leaving CEI as the sole general partner of the
Partnership. On November 14, 1990, CCMC was dissolved and its Special Limited
Partnership interest was divided among its former partners.
All of CEI's outstanding stock is owned by Insignia Properties Trust, an
affiliate of Insignia. In December 1994, the parent of GII Realty, Inc.,
entered into a transaction (the "Insignia Transaction") in which an affiliate of
Insignia acquired an option (exercisable in whole or in part from time to time)
to purchase all of the stock of GII Realty, Inc. and, pursuant to a partial
exercise of such option, acquired 50.5% of that stock. As a part of the
Insignia Transaction, the Insignia affiliate also acquired all of the
outstanding stock of Partnership Services, Inc., an asset management entity, and
a subsidiary of Insignia acquired all of the outstanding stock of Coventry
Properties, Inc., a property management entity. In addition, confidentiality,
non-competition, and standstill arrangements were entered into between certain
of the parties. Those arrangements, among other things, prohibit GII Realty's
former sole shareholder from purchasing Partnership Units for a period of three
years. On October 24, 1995, the Insignia affiliate exercised the remaining
portion of its option to purchase all of the remaining outstanding capital stock
of GII Realty, Inc. At December 31, 1997, Insignia Properties, L.P., an
affiliate of Insignia, owned 95,817 units of the Partnership.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
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 85,000 of the outstanding
units of limited partnership interest in the Partnership, at $140.00 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 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. On
October 6, 1997, the Insignia affiliate closed the tender offer and acquired
29,618 Units of Limited Partnership Interest (8.64% of total Units). In
addition, because of these conflicts of interest, including as a result of the
Purchaser's affiliation with various Insignia affiliates, the manner in which
the Purchaser votes its limited partner interest in the Partnership may not
always be consistent with the best interests of the other limited partners.
On January 20, 1995, an affiliate of the General Partner, Insignia CCP IV
Acquisition, L.L.C., closed an offer to purchase Units (the "Tender Offer") for
a cash price of $60 per Unit for Limited Partners of record as of December 15,
1994. Approximately 3,370 Limited Partners holding 64,175 Units (18.72% of total
Units) accepted the Tender Offer and sold their Units to Insignia CCP IV
Acquisition, L.L.C. effective January 20, 1995, for an aggregate sales price of
approximately $3,900,000.
ITEM 2. DESCRIPTION OF PROPERTY
The Partnership originally acquired 48 properties of which eleven (11) were
sold, ten (10) were conveyed to lenders in lieu of foreclosure, and nine (9)
were foreclosed upon by the lenders in fiscal years prior to 1996. As of
December 31, 1997, the Partnership owned seventeen (17) apartment complexes and
held one (1) note receivable on a sold property as noted below. Additional
information about the properties is found in "Item 8 - Financial Statements and
Supplementary Data."
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
The Apartments Apartments 04/84 Fee ownership subject Residential Apartments
Omaha, Nebraska to first mortgage 204 units
Arbours of Hermitage Apartments 09/83 Fee ownership subject Residential Apartments
(formerly Arbour East Apartments to first mortgage 350 units
Nashville, Tennessee
Briar Bay Racquet Club Apartments 09/82 Fee ownership subject Residential Apartments
Miami, Florida to first mortgage 194 units
Chimney Hill Apartments 08/82 Fee ownership subject Residential Apartments
Marietta, Georgia to first mortgage 326 units
Citadel Apartments 05/83 Fee ownership subject Residential Apartments
El Paso, Texas to first mortgage 261 units
Citadel Village Apartments 12/82 Fee ownership subject Residential Apartments
Colorado Springs, Colorado to first mortgage 122 units
Foothill Place Apartments 08/85 Fee ownership subject Residential Apartments
Salt Lake City, Utah to first mortgage 450 units
Knollwood Apartments 07/82 Fee ownership subject Residential Apartments
Nashville, Tennessee to first mortgage 326 units
Lake Forest Apartments 04/84 Fee ownership subject Residential Apartments
Omaha, Nebraska to first mortgage 312 units
Nob Hill Villa Apartments 04/83 Fee ownership subject Residential Apartments
Nashville, Tennessee to first mortgage 472 units
Overlook Apartments 11/85 Fee ownership subject Residential Apartments
Memphis, Tennessee to first mortgage 252 units
Point West Apartments 11/85 Fee ownership Residential Apartments
Charleston, South Carolina 120 units
Post Ridge Apartments 07/82 Fee ownership subject Residential Apartments
Nashville, Tennessee to first mortgage 150 units
Rivers Edge Apartments 04/83 Fee ownership subject Residential Apartments
Auburn, Washington to first mortgage 120 units
South Port Apartments 11/83 Fee ownership subject Residential Apartments
Tulsa, Oklahoma to first mortgage 240 units
Stratford Place Apartments 08/85 Fee ownership subject Residential Apartments
Austin, Texas to first mortgage 223 units
Village East Apartments 12/82 Fee ownership subject Residential Apartments
Cimarron Hills, Colorado to first mortgage 137 units
</TABLE>
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
The Apartments Apartments $ 8,508 $5,876 5-18 yr S/L $ 2,586
Arbours of Hermitage Apartments 12,153 9,919 5-18 yr S/L 2,604
Briar Bay Racquet Club Apartments 7,684 6,237 5-18 yr S/L 2,001
Chimney Hill Apartments 10,605 9,285 5-18 yr S/L 2,297
Citadel Apartments 7,494 6,237 5-18 yr S/L 1,176
Citadel Village Apartments 3,858 3,306 5-18 yr S/L 1,090
Foothill Place Apartments 15,001 8,263 5-18 yr S/L 8,160
Knollwood Apartments 10,439 9,011 5-18 yr S/L 1,855
Lake Forest Apartments 8,947 5,629 5-18 yr S/L 2,698
Nob Hill Villa Apartments 12,332 10,578 5-18 yr S/L 1,888
Overlook Apartments 4,428 3,181 5-15 yr S/L 1,751
Point West Apartments 2,976 2,108 5-40 yr S/L 1,439
Post Ridge Apartments 4,366 3,621 5-18 yr S/L 876
Rivers Edge Apartments 3,240 2,501 5-18 yr S/L 905
South Port Apartments 7,860 5,919 5-18 yr S/L 2,006
Stratford Place Apartments 7,400 3,895 5-20 yr S/L 2,789
Village East Apartments 3,362 2,924 5-18 yr S/L 577
Totals $130,653 $98,490 $36,698
<FN>
See "Note A" in the Notes to Consolidated Financial Statements in "Item 8" for a
description of the Partnership's depreciation policy.
</FN>
</TABLE>
SCHEDULE OF MORTGAGES:
<TABLE>
<CAPTION>
Principal Principal
Balance At Stated Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity
(dollar amounts in thousands)
<S> <C> <C> <C> <C> <C>
The Apartments Apartments $ 3,429 8.34% 25 years 9/00 $ 3,244
Arbours of Hermitage Apartments 5,650 6.95% (1) 12/05 5,650
Briar Bay Racquet Club Apartments 3,500 6.95% (1) 12/05 3,500
Chimney Hill Apartments 5,400 6.95% (1) 12/05 5,400
Citadel Apartments 4,749 8.38% 25 years 10/00 4,488
Citadel Village Apartments 2,450 6.95% (1) 12/05 2,450
Foothill Place Apartments 10,100 6.95% (1) 12/05 10,100
Knollwood Apartments 6,780 6.95% (1) 12/05 6,780
Lake Forest Apartments 4,700 7.33% (1) 11/03 4,700
Nob Hill Villa Apartments 7,267 9.20% 25 years 4/05 6,250
Overlook Apartments 1,850 10.50% 25 years 12/98 1,817
Post Ridge Apartments 4,050 7.33% (1) 11/03 4,050
Rivers Edge Apartments 2,002 8.40% 25 years 9/00 1,895
South Port Apartments 4,500 7.19% 30 years 12/04 4,119
Stratford Place Apartments 2,614 8.65% 25 years 9/00 2,478
Village East Apartments 2,150 6.95% (1) 12/05 2,150
$71,191 $69,071
<FN>
(1) Monthly payments of interest only at the stated rate until maturity.
</FN>
</TABLE>
The notes payable represent borrowings on the properties purchased by the
Partnership. The notes are non-recourse, and are collateralized by deeds of
trust on the investment properties. The notes mature between 1998 and 2005,
with balloon payments due at maturity, and bear interest at rates ranging from
6.95% to 10.50%.
See "Item 7. - Management's Discussion and Analysis of Financial Condition and
Results of Operations" for information relating to the refinancing of the
mortgage encumbering South Port Apartments in the fourth quarter of 1997.
Note Receivable on Sold Property:
As of December 31, 1997
Underlying
Note Mortgage
Collateral Property Receivable Debt
(in thousands)
Denbigh Village Apartment complex
- - 138 units Newport News, Virginia $ 1,073 $ 1,248
When Denbigh Village Apartments was sold in August 1994, the Partnership
accepted a 9% interest bearing promissory note which matured in March 1996. In
March 1996, an extension, under the existing terms, was negotiated to extend the
note until April 1997. The note matured and the principal outstanding was not
repaid. The Partnership has now negotiated with the borrower to extend the
terms of the note until April 1, 1998. All other terms of the note remained
unchanged. See "Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Item 8 - Financial Statements and
Supplementary Data," for further discussion of the Denbigh Village Apartments
sale and the note receivable by the Partnership.
Denbigh Village Apartments secures two underlying mortgage notes. The balance
of the first mortgage is approximately $534,000 at December 31, 1997, has a
stated interest rate of 9.5% and matures in December 2002. The balance of the
second mortgage is approximately $714,000, has a stated interest rate of 9.5%
and matures December 31, 1998.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average Annual
Rental Rates Occupancy
Per Unit
1997 1996 1997 1996
The Apartments Apartments $ 6,338 $ 5,821 96% 92%
Arbours of Hermitage Apartments 7,052 6,784 95% 95%
Briar Bay Racquet Club Apartments 8,372 8,207 94% 97%
Chimney Hill Apartments 7,886 7,540 88% 92%
Citadel Apartments 6,753 6,753 93% 91%
Citadel Village Apartments 8,189 7,672 96% 97%
Foothill Place Apartments 7,696 7,300 95% 97%
Knollwood Apartments 7,582 7,194 96% 97%
Lake Forest Apartments 6,605 6,073 95% 94%
Nob Hill Villa Apartments 5,883 5,612 94% 97%
Overlook Apartments 3,990 3,945 90% 83%
Point West Apartments 5,238 5,121 97% 90%
Post Ridge Apartments 8,965 8,689 96% 96%
Rivers Edge Apartments 6,638 6,342 97% 97%
South Port Apartments 5,551 5,333 94% 96%
Stratford Place Apartments 6,900 6,494 91% 92%
Village East Apartments 6,678 6,142 98% 99%
The decrease in occupancy at Briar Bay Racquet Club Apartments is due in part to
an overall decrease in occupancy in the local market. In addition, the exterior
appearance of the property has impacted marketing. Exterior repairs and
painting were completed in 1997 in an attempt to improve the curb appeal of this
property. The decrease in occupancy at Chimney Hill Apartments is attributable
to a significant decline in the job market after the completion of the 1996
Olympic summer games and the construction of new multi-family units, which
increased competition in the Atlanta market. The exterior of the property was
also in need of repairs and current renovations include replacing patios,
balconies, and stairwells with wrought iron. The increase in occupancy at
Overlook Apartments is due to increased marketing, combined with the
availability of attractive, well maintained units. However, occupancy remains
low at this investment property due to it being located in a low income
neighborhood that is high in crime and heavily populated with similar complexes.
The increased occupancy at Point West Apartments is due to interior and exterior
building improvements that increased unit appeal and overall improvement in the
strength of the local market. The increase in occupancy at The Apartments
Apartments is due to a strengthening Omaha market as well as the impact of
significant capital expenditures in late 1996 and during 1997.
On average the Partnership's properties taken as a whole showed a moderate
increase in average rental rates and a consistent overall occupancy level.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes and office buildings in
the areas in which they operate. The General Partner believes that all of the
properties are adequately insured.
SCHEDULE OF REAL ESTATE TAXES AND RATES:
Real estate taxes (dollar amounts in thousands) and rates in 1997 for each
property were:
1997 1997
Billing Rate
The Apartments Apartments *$131 2.6%
Arbours of Hermitage Apartments 153 1.3%
Briar Bay Racquet Club Apartments 149 2.3%
Chimney Hill Apartments 127 3.2%
Citadel Apartments 141 2.8%
Citadel Village Apartments * 16 0.7%
Foothill Place Apartments 188 1.5%
Knollwood Apartments 175 1.3%
Lake Forest Apartments *179 2.6%
Nob Hill Villa Apartments 199 1.6%
Overlook Apartments 64 3.2%
Point West Apartments 33 2.1%
Post Ridge Apartments 92 1.3%
Rivers Edge Apartments 55 1.5%
South Port Apartments 54 1.4%
Stratford Place Apartments 130 2.5%
Village East Apartments * 14 0.7%
* Represents the 1996 taxes and rates as the billings for 1997 have not been
received as of the date of this filing.
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 and certain Insignia affiliates) in connection with the
tender offers. Neither the Partnership nor the 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 General Partner believes that the allegations contained in the City
Partnerships, Kline and Heller complaints are without merit and has been advised
that the plaintiffs in each such action intend to discontinue the actions.
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 fourth
quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND RELATED
SECURITY HOLDER MATTERS
(A) No established trading market for the Partnership's Units exists, nor is
one expected to develop.
(B) Title of Class Number of Unitholders of Record
Limited Partnership Units 12,132 as of December 31, 1997
(C) In October 1997, the Partnership paid a distribution attributable to cash
flow from operations of approximately $1,050,000. In March 1997, the
General Partner declared and paid distributions attributable to cash flow
from operations totaling approximately $550,000 and approximately
$903,000 representing a return of capital. Cumulative distributions to
the Limited Partners since the inception of the Partnership totaled
approximately $30,403,000 at December 31, 1997. During 1996, the
Partnership paid distributions attributable to cash flow from operations
of approximately $4,538,000 and approximately $71,000 representing a
return of capital. In conjunction with the transfer of funds from certain
majority-owned sub-tier limited partnerships to the Partnership,
approximately $36,000 was distributed to the general partners of the
majority-owned sub-tier limited partnerships. During 1995, the
Partnership paid distributions attributable to cash flow from operations
of approximately $921,000 to the Partners. Also, see "Item 7 -
Management's Discussion and Analysis of Financial Condition and Results
of Operations".
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth a summary of certain financial data for the
Partnership. Certain reclassifications have been made to the 1993 through 1996
information to conform to the 1997 presentation. This summary should be read in
conjunction with the Partnership's consolidated financial statements and notes
thereto appearing in "Item 8 - Financial Statements and Supplementary Data."
<TABLE>
<CAPTION>
Years Ended December 31,
(in thousands, except per unit data)
Consolidated Statements 1997 1996 1995 1994 1993
of Operations
<S> <C> <C> <C> <C> <C>
Revenues $ 29,084 $ 28,137 $ 27,282 $ 27,905 $ 27,263
Expenses (28,670) (29,010) (28,522) (32,325) (33,972)
Income (loss) from operations 414 (873) (1,240) (4,420) (6,709)
Gain on dispositions
of investment property -- -- -- 9,523 --
Reorganization expense -- -- -- -- (368)
Gain on sale of investments -- -- -- -- 75
Income (loss) before
extraordinary items 414 (873) (1,240) 5,103 (7,002)
Extraordinary items (47) 2,909 43 6,614 (272)
Net income (loss) $ 367 $ 2,036 $ (1,197) $ 11,717 $ (7,274)
Net income (loss) per weighted
Limited Partnership Unit:
Income (loss) from operations $ 1.15 $ (2.45) $ (3.47) $ (12.38) $ (18.78)
Gain on dispositions
of investment property -- -- -- 26.67 --
Reorganization expense -- -- -- -- (1.03)
Gain on sale of securities
available for sale -- -- -- -- .21
Income (loss) before
extraordinary items 1.15 (2.45) (3.47) 14.29 (19.60)
Extraordinary items (.12) 8.15 .12 18.52 (.76)
Net income (loss) $ 1.03 $ 5.70 $ (3.35) $ 32.81 $ (20.36)
Distributions per Limited Partnership
Unit $ 7.01 $ 12.91 $ 2.58 $ -- $ --
Limited Partnership Units
outstanding 342,773 342,783 342,783 342,819 342,951
Consolidated Balance Sheets
Total assets $ 52,381 $ 53,844 $ 61,146 $ 56,812 $ 67,683
Mortgage notes payable $ 72,439 $ 71,763 $ 76,336 $ 70,825 $ 92,525
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
The operations of the Partnership primarily include owning, operating and
ultimately disposing of income-producing real properties for the benefit of its
Partners. Therefore, the following discussion of operations, liquidity and
capital resources will focus on these activities and should be read in
conjunction with "Item 8 - Financial Statements and Supplementary Data" and the
notes related thereto included elsewhere in this report.
RESULTS OF OPERATIONS
The Partnership's income before extraordinary items totaled approximately
$414,000 for the year ended December 31, 1997, compared to a loss of
approximately $873,000 for 1996 and a loss before extraordinary items of
$1,240,000 for 1995. For the year ended December 31, 1997, an increase in rental
income and an overall decrease in expenses, resulted in income before
extraordinary items.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
1997 COMPARED TO 1996
Revenues:
Rental income increased for the year ended December 31 1997, compared to the
year ended December 31, 1996, due to increased rental rates at all of the
Partnership's investment properties, except the Citadel Apartments, accompanied
by overall consistent occupancy levels.
Expenses:
General and administrative expenses decreased for the year ended December 31,
1997, compared to the year ended December 31, 1996, due primarily to a decrease
in the special 9% management fees on distributions from operating cash flows.
The Partnership distributed approximately $1,600,000 and $4,538,000,
respectively, from operating cash flow for the year ended December 31, 1997 and
1996. Operating expenses increased primarily due to increased utility costs at
several properties due to an increase in rates. Also, contributing to increased
operating costs were higher rental concessions resulting from efforts to
increase occupancy. An increase in maintenance expense, which also contributes
to increased operating costs, is due to parking lot repairs and improvements and
interior and exterior painting projects at Chimney Hill Apartments, Post Ridge
Apartments and Foothill Place Apartments. There was also a door and window
replacement project at Arbors of Hermitage Apartments, as well as, an interior
repair project on some of the units at Knollwood Apartments and South Port
Apartments. Interest expense decreased primarily due to the refinancing in late
1996 of the mortgage encumbering Post Ridge Apartments, which resulted in a
lower interest rate. This decrease was partially offset by an increase in
interest expense at Lake Forest Apartments due to a refinancing of its mortgage
in November 1996. Although the new loan bears a lower interest rate, the
principal balance increased from approximately $4,100,000 to approximately
$4,700,000. Property tax expense increased for the year ended December 31, 1997,
as compared to the year ended December 31, 1996, due to increased assessments at
several of the Partnership's investment properties. These tax bills are
currently under appeal.
Included in operating expense for the year ended December 31, 1997, is
approximately $1,269,000 of major repairs and maintenance comprised primarily of
major landscaping, parking lot repairs, exterior painting and exterior building
repairs. Included in operating expense for the year ended December 31, 1996 is
approximately $798,000 of major repairs and maintenance comprised primarily of
major landscaping, exterior building improvements and parking lot repairs.
On November 18, 1997, the Partnership refinanced the mortgage encumbering the
South Port Apartments. The refinancing replaced indebtedness of $3,432,000,
including accrued interest of approximately $18,000, with a new mortgage in the
amount of $4,500,000. The mortgage was refinanced at a rate equal to 7.19%,
compared to the prior rate of 10.85% and matures on December 1, 2004. Total
capitalized loan costs were $120,000. The Partnership paid approximately
$34,000 in prepayment penalties and wrote off $13,000 in unamortized loan costs,
resulting in an extraordinary loss on extinguishment of debt in the amount of
approximately $47,000.
During 1997, several storms caused damage to the Foothill Place Apartments. In
addition, minor fire damage occurred at the Foothill Place Apartments and the
Arbours of Hermitage Apartments. The insurance proceeds received less the cost
of repairs plus the write-off of assets that were replaced as a result of these
casualties resulted in a net casualty loss for these events of $46,000, which
is included in Operating expenses for the year ended December 31, 1997.
1996 COMPARED TO 1995
Revenues:
Rental income increased for the year ended December 31, 1996, compared to the
corresponding period ended December 31, 1995, due primarily to an increase in
rental rates at all of the Partnership's properties, partially offset by a
decrease in occupancy at several of the Partnership's properties. Interest and
other income decreased for 1996 compared to 1995, due primarily to the receipt
in 1995 of a tax refund for Chimney Hill for the years of 1992, 1993 and 1994,
and due to the receipt of a non-recurring dividend on the Southmark Preferred
Stock.
Expenses:
Operating expenses increased for 1996 compared to 1995, due primarily to
increased maintenance expenses incurred in efforts to increase the curb appeal
of several of the Partnership's properties and increased concession expense in
efforts to increase occupancy. Depreciation expense increased for the year ended
December 31, 1996, compared to the year ended December 31, 1995, due primarily
to the addition of approximately $5,000,000 in property improvements and
replacements during 1996. Interest expense in 1996 decreased compared to 1995,
due to the refinancing of seven of the Partnership's properties in December of
1995 and two properties in November of 1996 at lower interest rates, and due to
the Point West Apartments' first-lien note being paid off as discussed below.
General and administrative expenses decreased for the year ended December 31,
1996, compared to the year ended December 31, 1995, due to decreased legal,
printing and postage costs associated with the Partnership's required responses
to various tender offers as well as increased expense reimbursements related to
the combined efforts of the Dallas and Greenville partnership administration
staffs during the transition period in the first and second quarters of 1995.
The increased costs related to the transition efforts were incurred to minimize
any disruption in the year-end reporting function including the financial
reporting and K-1 preparation and distribution.
In February of 1996, the $484,000 balance of the first-lien note secured by the
Point West Apartments, with an original maturity of May 2001, was paid off to
retire debt with interest rates higher than the current market rate. As a
result of the note payoff, the Partnership paid approximately $5,000 in
prepayment penalties which resulted in an extraordinary loss on retirement of
debt.
Prior to November 1996, Lake Forest Apartments ("Lake Forest") secured a
mortgage note guaranteed by the U.S. Department of Housing and Urban Development
("HUD") totaling approximately $4,100,000. In November 1996, the Partnership
refinanced this mortgage note by obtaining a new mortgage note of approximately
$4,700,000 secured by Lake Forest. Under the terms of the refinancing
agreement, the new mortgage note bears interest at 7.33%, requires monthly
payments of interest only and matures in November 2003. As a result of the
refinancing, the Partnership paid approximately $4,000 in prepayment penalties
which resulted in an extraordinary loss on refinancing.
The Post Ridge Apartments ("Post Ridge") formerly secured a mortgage note
totaling approximately $4,200,000, which was guaranteed by HUD. Operating cash
flow from Post Ridge did not support its scheduled debt service payments. As a
result, in January 1991, the Partnership suspended scheduled debt service for
Post Ridge. From 1991 through March 1995, the Partnership remitted excess cash
flow from the property's operations as debt service. On March 28, 1995, this
debt was sold to an unaffiliated third party. Accordingly, since the closing of
the sale on May 8, 1995, this debt is no longer regulated by HUD. In September
of 1996, the Partnership entered into an interim financing arrangement and
refinanced the non-recourse mortgage note of approximately $4,200,000 which was
secured by Post Ridge Apartments. Under the terms of the interim financing
arrangement, the new $4,100,000 mortgage note bore interest at 8% through
October 31, 1996, and from November 1, 1996, through the maturity date of
November 15, 1996, the note bore interest at a rate equal to 2.5% plus the
average one month LIBOR (7.875%). As a result of this refinancing, the
Partnership realized a $16,000 gain on the forgiveness of accrued interest, a
$61,000 gain on the forgiveness of advances from prior years, and a $158,000
loss on the write off of loan costs which resulted in a net extraordinary loss
on refinancing of $81,000. In November 1996, the General Partner obtained
permanent financing by securing a new mortgage note of approximately $4,100,000
collateralized by Post Ridge. Under the terms of the agreement this mortgage
note bears interest at 7.33%, requires monthly payments of interest only and
matures in November 2003.
Approximately $2,500,000 of non-recourse mortgage debt secured by the Metro
Centre Office Building, located in Southern California, matured July 1, 1995.
The property historically had difficulty making its scheduled debt service
payments and since 1985, the property made quarterly cash flow payments pursuant
to a modified and restructured loan agreement, however, no payments were made in
1995. Given existing economic conditions in Southern California, property
operations were not expected to improve sufficiently to enable the Partnership
to refinance the existing indebtedness under prevailing market conditions. In
September 1995, a Notice of Default and Election to Sell Under Deed of Trust was
filed by the lender. The Partnership did not contest this foreclosure action
and the property was foreclosed upon on February 7, 1996, resulting in an
extraordinary gain on forgiveness of debt of approximately $2,999,000 to the
Partnership.
LIQUIDITY AND CAPITAL RESOURCES
A detailed discussion of the General Partner's current operating plan is
described in "Item 1 - Description of Business".
1997 COMPARED TO 1996
At December 31, 1997, the Partnership held unrestricted cash and cash
equivalents of approximately $12,090,000 compared to $9,239,000 at December 31,
1996. The increase in net cash provided by operating activities for the year
ended December 31, 1997, compared to the year ended December 31, 1996, is due to
an increase in net income as adjusted for depreciation and the extraordinary
gain on forgiveness of debt in 1996. Partially offsetting this increase was an
increase in receivables and deposits due to an increase in tax and insurance
escrows. Also contributing to the increase in net cash provided by operating
activities was an increase in accrued taxes payable. The increases in both the
escrows and accrued taxes are due to the timing of payments. Net cash used in
investing activities decreased primarily due to a decreased level of property
improvements and replacements during 1997. This was offset by a decrease in the
proceeds received from the sale of investments. Net cash used in financing
activities decreased as a result of decreased distributions to partners during
the year ended December 31, 1997, compared to the corresponding period of 1996.
Also, proceeds received in excess of the cash used as a result of the
refinancing of the mortgage indebtedness secured by South Port Apartments
contributed to the decrease in net cash used in financing activities.
1996 COMPARED TO 1995
As of December 31, 1996, the Partnership held unrestricted cash and cash
equivalents of approximately $9,239,000 compared to approximately $10,865,000 at
December 31, 1995. Net cash provided by operating activities increased primarily
due to increased rental revenues, the receipt of an insurance refund of
approximately $124,000, and an escrow receipt in 1996 from the refinancing of
the Knollwood Apartments debt in December of 1995. These items were partially
offset by a decrease in accounts payable and accrued expenses due to the timing
of payments. Net cash used in investing activities increased as the result of
increased property improvements and replacements, partially offset by increased
receipts from restricted escrows. Net cash used in financing activities
increased due to significantly increased distributions to partners in 1996, as
well as decreased net proceeds from refinancings.
CAPITAL RESOURCES
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 properties to adequately maintain the physical
assets and meet other operating needs of the Partnership. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The mortgage indebtedness of approximately $72,439,000 matures from December
1998 to December 2005 with balloon payments due at maturity, at which time the
properties will either be refinanced or sold. Future cash distributions will
depend on the levels of net cash generated from operations, capital expenditure
requirements, property sales and the availability of cash reserves. During the
years ended December 31, 1997 and 1996, cash distributions of approximately
$2,515,000 and $4,645,000, respectively, were declared and paid.
The Partnership is required by the Partnership Agreement to maintain working
capital reserves for contingencies. On September 25, 1995, the partners were
proxied and approved a reduction of the capital reserve requirements to $500 per
apartment unit and $1.00 per square foot of gross leasable commercial space
owned by the Partnership, or approximately $2,200,000. During 1996, the Metro
Centre Office Building was foreclosed on by the lender thereby lowering reserve
requirements further. The replacement reserve requirement at the remaining
residential properties is approximately $2,100,000. In the event expenditures
are made from these reserves, operating revenue shall be allocated to such
reserves to the extent necessary to maintain the foregoing level. Reserves,
including unrestricted cash and cash equivalents, tenant security deposits and
investments, totaling approximately $12,100,000 at December 31, 1997, exceeded
the Partnership's reserve requirements of approximately $2,100,000.
DEBT MATURITIES IN 1995
Approximately $14,300,000 of non-recourse mortgage debt secured by the Foothill
Place Apartments and the Chimney Hill Apartments matured in 1994. The
Partnership exercised its option to extend the debt maturities until September
1995, by paying a 1% loan extension fee of $143,000 to the current lender as
provided for in the loan agreement. In September 1995, the Partnership signed an
extension agreement extending the maturity date of the notes to June 1997.
These properties and five of the Partnership's other properties were refinanced
in December of 1995.
Prior to March 1995, the Nob Hill Villa Apartments secured two non-recourse
mortgage notes totaling approximately $5,800,000. One of the notes, a
$3,800,000 first lien mortgage, was scheduled to mature in November 1995. In
March 1995, the General Partner refinanced these mortgage notes by obtaining a
new mortgage note of approximately $7,500,000 secured by Nob Hill Villa. See
"Note C" in the Notes to Consolidated Financial Statements in "Item 8" for the
principle terms of the mortgages secured by the Partnership's properties.
SALE AND DISPOSITION OF REAL ESTATE
In August 1994, the Partnership sold the Denbigh Woods Apartments. In
connection with the sale, the Partnership accepted a $1,200,000 wrap note
receivable and received net sales proceeds of approximately $881,000. The wrap
note receivable bears interest at an annual rate of 9%, requires monthly
payments of principal and interest totaling $11,814 and matures in March 1996.
The Partnership has negotiated with the purchaser to extend the wrap note until
April 1998. The Partnership remains obligated under two underlying first-liens
totaling approximately $1,248,000 which are secured by the Denbigh Woods
Apartments. Pursuant to the sale contract the Partnership received from the
purchaser, a capital improvement escrow totaling $150,000. After completion in
1997 of certain repairs and capital improvements at the property, the
Partnership fully reimbursed the purchaser the balance remaining in the escrow
account.
The holder of the underlying first-lien mortgages did not pre-approve the sale
and, as a result, since the sale in 1994 the Partnership has been in technical
default on the two first-lien mortgages. Although the holder of the mortgages
has the right to accelerate the notes at any time, no such intentions have been
indicated by the holder of the mortgages.
YEAR 2000
The Partnership is dependent upon the 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 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 Securities 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 or 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED CAPITAL PROPERTIES IV
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors
Consolidated Balance Sheets - December 31, 1997 and 1996
Consolidated Statements of Operations - Years ended December 31, 1997,
1996 and 1995
Consolidated Statements of Changes in Partners' Deficit - Years ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows - Years ended December 31, 1997,
1996 and 1995
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Consolidated Capital Properties IV
We have audited the accompanying consolidated balance sheets of Consolidated
Capital Properties IV as of December 31, 1997 and 1996, and the related
consolidated statements of operations, changes in partners' deficit and cash
flows for each of the three years in the period ended December 31, 1997. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Consolidated Capital Properties IV at December 31, 1997 and 1996, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
January 23, 1998,
except for Note M, as to which the date is
March 17, 1998
CONSOLIDATED CAPITAL PROPERTIES IV
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Assets
Cash and cash equivalents $ 12,090 $ 9,239
Investments -- 492
Receivables and deposits 1,999 1,856
Note and interest receivable 1,081 1,124
Restricted escrows 3,174 2,910
Other assets 1,874 2,029
Investment Properties:
Land 12,491 12,491
Buildings and personal property 118,162 115,637
130,653 128,128
Less accumulated depreciation (98,490) (91,934)
32,163 36,194
$ 52,381 $ 53,844
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 526 $ 644
Tenant security deposits 580 659
Accrued taxes 1,312 1,105
Other liabilities 902 915
Mortgage notes payable 72,439 71,763
75,759 75,086
Partners' Deficit
General partner (6,174) (6,089)
Limited partners (343,106 units issued and
342,773 and 342,783 units outstanding
in 1997 and 1996, respectively) (17,204) (15,153)
(23,378) (21,242)
$ 52,381 $ 53,844
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES IV
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1997 1996 1995
Revenues:
Rental income $ 27,143 $ 26,102 $ 25,101
Other income 1,941 2,035 2,181
Total revenues 29,084 28,137 27,282
Expenses:
Operating 13,359 12,857 11,952
General and administrative 990 1,317 1,488
Depreciation 6,558 7,048 6,667
Interest 5,868 6,052 6,544
Property taxes 1,895 1,736 1,671
Write down of investment property -- -- 200
Total expenses 28,670 29,010 28,522
Income (loss) before extraordinary items 414 (873) (1,240)
Extraordinary (loss) gain on refinancing (47) (85) 250
Extraordinary loss on retirement of debt -- (5) (207)
Extraordinary gain on forgiveness of debt -- 2,999 --
Net income (loss) $ 367 $ 2,036 $ (1,197)
Net income (loss) allocated to general
partner (4%) $ 15 $ 81 $ (48)
Net income (loss) allocated to limited
partners (96%) 352 1,955 (1,149)
Net income (loss) $ 367 $ 2,036 $ (1,197)
Net income (loss) per limited
partnership unit:
Income (loss) before extraordinary
items $ 1.15 $ (2.45) $ (3.47)
Extraordinary (loss) gain on refinance (.12) (.24) .70
Extraordinary loss on retirement of debt -- (.01) (.58)
Extraordinary gain on forgiveness of debt -- 8.40 --
Net income (loss) per limited partnership unit: $ 1.03 $ 5.70 $ (3.35)
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES IV
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
Limited Total
Partnership General Limited Partners'
Units Partner Partners Deficit
Original capital contributions 343,106 $ 1 $171,553 $171,554
Partners' deficit
at December 31, 1994 342,783 (5,866) (10,649) (16,515)
Net loss for the year ended
December 31, 1995 -- (48) (1,149) (1,197)
Distributions paid -- (37) (884) (921)
Partners' deficit at
December 31, 1995 342,783 (5,951) (12,682) (18,633)
Net income for the year ended
December 31, 1996 -- 81 1,955 2,036
Distributions paid -- (219) (4,426) (4,645)
Partners' deficit at
December 31, 1996 342,783 (6,089) (15,153) (21,242)
Net income for the year ended
December 31, 1997 -- 15 352 367
Distributions paid -- (100) (2,403) (2,503)
Abandonment of limited
partnership units (10) -- -- --
Partners' deficit at
December 31, 1997 342,773 $(6,174) $(17,204) $(23,378)
See Accompanying Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>
CONSOLIDATED CAPITAL PROPERTIES IV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1997 1996 1995
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 367 $ 2,036 $ (1,197)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 6,842 7,327 6,952
Loss on disposition of investment property -- 101 --
Write down of investment property -- -- 200
Casualty loss (gain) 46 -- (185)
Extraordinary loss (gain) on refinancing 47 85 (250)
Extraordinary loss on retirement of debt -- 5 207
Extraordinary gain on forgiveness of debt -- (2,999) --
Change in accounts:
Receivables and deposits and other assets (96) 754 (888)
Accounts payable and accrued expenses (57) (499) 1,026
Net cash provided by operating activities 7,149 6,810 5,865
Cash flows from investing activities:
Property improvements and replacements (2,559) (4,945) (3,325)
Purchase of investments -- -- (7,176)
Proceeds from sale of investments 492 2,122 8,882
Collections on notes receivable 43 39 33
Net deposits to restricted escrows (264) (144) (1,185)
Net insurance proceeds from casualty loss (gain) (29) -- 185
Net cash used in investing activities (2,317) (2,928) (2,586)
Cash flows from financing activities:
Payments on notes payable (409) (497) (749)
Repayment of notes payable (3,415) (12,878) (37,106)
Proceeds from long-term borrowings 4,500 12,800 43,530
Prepayment penalties (34) (9) (179)
Loan costs paid (120) (279) (1,325)
Distributions to partners (2,503) (4,645) (921)
Net cash (used in) provided by
financing activities (1,981) (5,508) 3,250
Net increase (decrease) in cash and cash equivalents 2,851 (1,626) 6,529
Cash and cash equivalents at beginning of year 9,239 10,865 4,336
Cash and cash equivalents at end of year $12,090 $ 9,239 $10,865
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
Supplemental Disclosures of Cash Flow Information and Non-Cash Activities:
At December 31, 1997, accounts receivable and accounts payable were adjusted by
$64,000 and $49,000, respectively, for non-cash activity.
Cash paid for interest was approximately $5,596,000, $5,750,000 and $6,154,000
for the years ended December 31, 1997, 1996, and 1995, respectively.
Foreclosure
In February of 1996, Metro Centre Office Building was foreclosed upon by the
lender. In connection with this foreclosure, the following accounts were
adjusted by the amounts noted below (in thousands).
1996
Tenant security deposits remitted to the lender $ (12)
Prepaid expenses and other assets (5)
Buildings and personal property (1,605)
Accumulated depreciation 1,079
Accounts payable and accrued expenses 24
Interest payable 1,021
Notes payable 2,497
Extraordinary gain on forgiveness of debt (2,999)
The net book value of the property approximated its fair value at the date of
foreclosure.
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES IV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Consolidated Capital Properties IV (the "Partnership" or "Registrant"), a
California limited partnership, was formed on September 22, 1981, to acquire and
operate commercial and residential properties. Partnership operations commenced
February 16, 1982, the date on which impound requirements were met. As of
December 31, 1997, the Partnership operates 17 residential properties located in
or near major urban areas in the United States.
Upon the Partnership's formation in 1981, Consolidated Capital Equities
Corporation ("CCEC"), a Colorado corporation, was the corporate general partner
and Consolidated Capital Management Company ("CCMC"), a California general
partnership, was the non-corporate general partner. In 1988, through a series
of transactions, Southmark Corporation ("Southmark") acquired controlling
interest in CCEC. In December 1988, CCEC filed for reorganization under Chapter
11 of the United States Bankruptcy Code. In 1990, as part of CCEC's
reorganization plan, ConCap Equities, Inc. ("CEI" or the "General Partner")
acquired CCEC's general partner interests in the Partnership and in 15 other
affiliated public limited partnerships (the "Affiliated Partnerships") and CEI
replaced CCEC as managing general partner in all 16 partnerships. The selection
of CEI as the sole managing general partner was approved by a majority of the
limited partners in the Partnership and in each of the Affiliated Partnerships
pursuant to a solicitation of the Limited Partners dated August 10, 1990. As
part of this solicitation, the Limited Partners also approved an amendment to
the Partnership Agreement to limit changes of control of the Partnership, and
the conversion of CCMC from a general partner to a Special Limited Partner,
thereby leaving CEI as the sole general partner of the Partnership. On November
14, 1990, CCMC was dissolved and its Special Limited Partnership interest was
divided among it's former partners. The Special Limited Partnership interest
entitles the holder to the economic rights as they existed in their former
classification as General Partnership interest but without the legal and
authoritative rights of General Partnership interest.
All of CEI's outstanding stock is owned by Insignia Properties Trust, an
affiliate of Insignia Financial Group, Inc. ("Insignia"). In December 1994, the
parent of GII Realty, Inc., entered into a transaction (the "Insignia
Transaction") in which an affiliate of Insignia acquired an option (exercisable
in whole or in part from time to time) to purchase all of the stock of GII
Realty, Inc. and, pursuant to a partial exercise of such option, acquired 50.5%
of that stock. As a part of the Insignia Transaction, the Insignia affiliate
also acquired all of the outstanding stock of Partnership Services, Inc., an
asset management entity, and a subsidiary of Insignia acquired all of the
outstanding stock of Coventry Properties, Inc., a property management entity.
In addition, confidentiality, non-competition, and standstill arrangements were
entered into between certain of the parties. Those arrangements, among other
things, prohibit GII Realty's former sole shareholder from purchasing
Partnership Units for a period of three years. On October 24, 1995, the
Insignia affiliate exercised the remaining portion of its option to purchase all
of the remaining outstanding capital stock of GII Realty, Inc. At December 31,
1997, Insignia Properties, L.P., an affiliate of Insignia, owned a total of
95,817 Units of the Partnership.
The principal place of business for the Partnership and for the General Partner
is One Insignia Financial Plaza, Greenville, South Carolina 29602.
Consolidation
The consolidated financial statements include the Partnership's equity interest
in a joint-venture partnership which owns South Port Apartments. The
Partnership has the ability to control the major operating and financial
policies of this partnership. No minority interest has been reflected for the
joint venture partnership because minority interests are limited to the extent
of their equity capital, and losses in excess of the minority interest equity
capital are charged against the Partnership's interest.
The consolidated financial statements of the Partnership include its 99% limited
partnership interests in Briar Bay Apartments Associates, Ltd., Post Ridge
Associates, Ltd., Concap River's Edge Associates, Ltd, Concap Stratford
Associates, Ltd. and its wholly-owned partnerships. The Partnership may remove
the General Partner of its 99% owned partnerships; therefore, the partnerships
are controlled and consolidated by the Partnership. All significant
interpartnership balances have been eliminated.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and in banks, money market funds,
and certificates of deposits with original maturities of less than ninety days.
See "Notes C and F" for supplemental information with respect to noncash
investing and financing activity.
Security deposits
The Partnership requires security deposits from new lessees for the duration of
the lease and such deposits are included in receivables and deposits. Deposits
are refunded when the tenant vacates the apartment, provided the tenant has not
damaged its space and is current on its rental payments.
Restricted assets
The Partnership maintained cash related to its U.S. Housing and Urban
Development ("HUD") property in unrestricted cash of approximately $801,000 at
December 31, 1995. Due to refinancing activities in 1996, as discussed in "Note
C", there are no remaining properties secured by HUD loans at December 31, 1997.
The Partnership maintained the following restricted cash balances in Restricted
Escrows and receivables and deposits (amounts in thousands):
As of December 31,
1997 1996
Tax and Insurance Escrows $1,269 $1,017
Repair and Maintenance Escrows $3,174 $2,910
Investments in Real Estate
Investment properties are stated at cost. Acquisition fees are capitalized as a
cost of real estate. 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. The impairment
loss is measured by comparing the fair value of the asset to its carrying
amount.
Depreciation
Buildings, improvements and furniture and fixtures are depreciated using the
straight-line method over the estimated useful lives of the assets, ranging from
5 to 40 years.
Investments
In 1994, the Partnership adopted SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." Investments consisting primarily of
U.S. Treasury Notes with original maturities of more than ninety days, are
considered to be held-to-maturity securities. As the Investments' fair values
approximate their cost, any unrealized gains or losses are immaterial and
therefore, have not been recorded in the accompanying financial statements. The
cost of Investments sold is determined using the specific identification method.
The Investments matured as follows (dollar amounts in thousands):
Description Cost Maturity
U.S. Treasury Notes $492 January 1997
Investments at December 31, 1996 consisted of approximately $492,000 in U.S.
Treasury Notes.
Leases
The Partnership leases its residential properties under short-term operating
leases. Lease terms are generally one year or less in duration. The Partnership
owned one commercial office building (Metro Centre Office Building) which was
foreclosed upon in 1996 (See "Note C").
Loan Costs
Loan costs, net of accumulated amortization, of $1,677,000 and $1,855,000 at
December 31, 1997 and 1996, respectively, are amortized using the straight-line
method over the lives of the related mortgage notes. Unamortized loan costs are
included in Other assets. Amortization of loan costs is included in Interest
expense.
Income Taxes
The Partnership is classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in
the income tax returns of its partners.
Fair Value
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 based on estimated borrowing
rates currently available to the Partnership, approximates its carrying amount.
Allocation of Net Income and Net Loss
The Partnership Agreement provides for net losses and distributions of
distributable cash from operations to be allocated, generally 96% to the Limited
Partners and 4% to the General Partner (inclusive of the Special Limited
Partners).
Net Income (Loss) Per Limited Partnership Unit
Net income (loss) per Limited Partnership Unit is computed by dividing net
income (loss) allocated to the Limited Partners by the number of Units
outstanding. Per Unit information has been computed based on the number of
Units outstanding at the beginning of each year.
Reclassifications
Certain reclassifications have been made to the 1996 and 1995 information to
conform to the 1997 presentation.
Advertising Costs
Advertising costs of approximately $441,000, $375,000, and $321,000 in 1997,
1996 and 1995, respectively, are charged to expense as 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.
NOTE B - RELATED PARTY TRANSACTIONS
The Partnership has no employees and is dependent on the General Partner and
affiliates of Insignia for the management and administration of all of the
partnership activities, as provided in the Partnership Agreement.
The following transactions with the General Partner and affiliates of Insignia
were charged to expense in 1997, 1996 and 1995:
1997 1996 1995
(in thousands)
Property management fees (included
in operating expenses) $ 1,413 $ 1,316 $ 1,223
Reimbursements for services of affiliates,
including $65,000, $32,000 and $11,000
in construction services reimbursements
in 1997, 1996 and 1995, respectively
(included in investment property and
general and administrative and operating
expenses) 608 605 645
The Partnership has paid the property management fees noted above based on
collected gross rental revenues for property management services in each of the
years ended December 31, 1997, 1996 and 1995, respectively. On February 15,
1995, an affiliate of Insignia assumed day-to-day property management
responsibilities for Lake Forest and Post Ridge Apartments. On February 7, 1996,
the Metro Centre Office Building was foreclosed upon by the lender and
affiliates of Insignia ceased to manage the property. On March 25, 1997, an
affiliate of Insignia assumed day-to-day property management responsibilities
for South Port Apartments.
The Limited Partnership Agreement ("Partnership Agreement") provides for a
special management fee equal to 9% of the total distributions made to the
limited partners from cash flow provided by operations to be paid to the General
Partner for executive and administrative management services. The Partnership
paid approximately $138,000, $392,000 and $80,000 under this provision of the
Partnership Agreement to affiliates of the General Partner for the years ended
December 31, 1997, 1996, and 1995 respectively. These fees are included in
general and administrative expenses.
During the year ended December 31, 1995, the Partnership incurred approximately
$42,000 of expense reimbursements to an affiliate of the General Partner related
to evaluating the feasibility of refinancing the debt on several of the
Partnership's investment properties. The Partnership has also paid this
affiliate approximately $13,000, $22,000 and $123,000 in 1997, 1996 and 1995,
respectively, for loan costs which were capitalized and included in "Other
assets" on the Consolidated Balance Sheets. These loan costs related to the
refinancing of one of the Partnership's properties in 1997, two in 1996 and
eight properties in 1995 (See "Note C").
For the period January 1, 1996, to August 31, 1997, the Partnership insured its
properties under a master policy through an agency and insurer unaffiliated with
the General Partner. An affiliate of the General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy. The
agent assumed the financial obligations to the affiliate of the General Partner
who receives payment on these obligations from the agent. The amount of the
Partnership's insurance premiums that accrued to the benefit of the affiliate of
the General Partner by virtue of the agent's obligations was not significant.
On January 20, 1995, an affiliate of the General Partner, Insignia CCP IV
Acquisition, L.L.C., closed an offer to purchase Units (the "Tender Offer") for
a cash price of $60.00 per Unit to Limited Partners of record as of December 15,
1994. Approximately 3,370 Limited Partners holding 64,343 Units (18.77% of total
Units) accepted the Tender Offer and sold their Units to Insignia CCP IV
Acquisition, L.L.C. effective January 20, 1995, for an aggregate sales price of
approximately $3,900,000.
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 85,000 of the outstanding
units of limited partnership interest in the Partnership, at $140.00 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 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. On
October 6, 1997, the Insignia affiliate closed the tender offer and acquired
29,618 units of limited partnership interest (8.64% of total Units). In
addition, because of these conflicts of interest, including as a result of the
Purchaser's affiliation with various Insignia affiliates, the manner in which
the Purchaser votes its limited partner interest in the Partnership may not
always be consistent with the best interests of the other limited partners.
NOTE C - NOTES AND INTEREST PAYABLE AND RECEIVABLE
Notes Payable
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1997 Interest Rate Date Maturity
(dollar amounts in thousands)
<S> <C> <C> <C> <C> <C>
The Apartments $ 3,429 $ 29 8.34% 9/00 $ 3,244
Arbours of Hermitage 5,650 33(1) 6.95% 12/05 5,650
Briar Bay Racquet Club 3,500 20(1) 6.95% 12/05 3,500
Chimney Hill Apartments 5,400 31(1) 6.95% 12/05 5,400
Citadel Apartments 4,749 40 8.38% 10/00 4,488
Citadel Village Apartments 2,450 14(1) 6.95% 12/05 2,450
Foothill Place Apartments 10,100 58(1) 6.95% 12/05 10,100
Knollwood Apartments 6,780 39(1) 6.95% 12/05 6,780
Lake Forest Apartments 4,700 29(1) 7.33% 11/03 4,700
Nob Hill Villa Apartments 7,267 64 9.20% 4/05 6,250
Overlook Apartments 1,850 19 10.50% 12/98 1,817
Post Ridge Apartments 4,050 25(1) 7.33% 11/03 4,050
Rivers Edge Apartments 2,002 17 8.40% 9/00 1,895
South Port Apartments 4,500 31 7.19% 12/04 4,119
Stratford Place Apartments 2,614 23 8.65% 9/00 2,478
Village East Apartments 2,150 12(1) 6.95% 12/05 2,150
$71,191 $69,071
<FN>
(1) Monthly payments of interest only at the stated rate until maturity.
</FN>
</TABLE>
The notes payable represent borrowings on the properties purchased by the
Partnership. The notes are non-recourse, and are collateralized by deeds of
trust on the investment properties. The notes mature between 1998 and 2005 and
bear interest at rates ranging from 6.95% to 10.50%. Various mortgages require
prepayment penalties if repaid prior to maturity.
The carrying value of the Partnership's aggregate debt approximates its
estimated fair value.
Summary of Maturities Subsequent to December 31, 1997
Future annual principal payments required under the terms of mortgage notes
payable are as follows (amounts in thousands):
Years Ended December 31,
1998 $ 2,958
1999 429
2000 12,485
2001 203
2002 699
Thereafter 55,665
Total $ 72,439(a)
(a) This table includes the underlying mortgage debt related to the Denbigh
Village Apartments as discussed below.
Approximately $2,500,000 of non-recourse mortgage debt secured by the Metro
Centre Office Building, located in Southern California, matured July 1, 1995.
The property historically had difficulty making its scheduled debt service
payments and, since 1985, the property had made quarterly cash flow payments
pursuant to a modified and restructured loan agreement, however, no payments
were made in 1995. Given existing economic conditions in Southern California,
property operations were not expected to improve sufficiently to enable the
Partnership to refinance the existing indebtedness under prevailing market
conditions. In September 1995, a Notice of Default and Election to Sell Under
Deed of Trust was filed by the lender. The Partnership did not contest this
foreclosure action and the property was foreclosed upon on February 7, 1996,
resulting in an extraordinary gain on forgiveness of debt of approximately
$2,999,000 to the Partnership.
In March of 1995, the Partnership refinanced two non-recourse mortgage notes
totaling approximately $5,800,000 which were secured by the Nob Hill Villa
Apartments. Under the terms of the refinancing agreement, the new $7,500,000
mortgage note bears interest at 9.2% and matures in April 2005. As a result of
the refinancing, the Partnership realized a $250,000 discount on the second
mortgage which resulted in an extraordinary gain on refinancing.
Total capitalized loan costs incurred in 1995 for the refinancing totaled
approximately $304,000 and are being amortized over the life of the loan.
Restricted Escrows required under the Nob Hill Villa refinancing are as follows:
CAPITAL IMPROVEMENT RESERVES - At the time of the refinancing of the mortgage
note payable, $219,000 of the proceeds were designated for "Capital Improvement
Escrows" for certain capital improvements. At December 31, 1997, the escrow
balance is approximately $14,000.
In December of 1995, the Partnership refinanced approximately $31,500,000 of
mortgage indebtedness which encumbers the Arbour East, Briar Bay, Chimney Hills,
Citadel Village, Foothill Place, Knollwood and Village East Apartments. As a
result of the refinancings, the Partnership paid approximately $179,000 in
prepayment penalties and wrote-off approximately $28,000 in unamortized loan
costs. As a result, the Partnership recorded an extraordinary loss from the
refinancing of approximately $207,000. The new mortgage indebtedness of
$36,030,000 carries a stated interest rate of 6.95%, with interest-only payments
and a balloon payment due December 1, 2005.
Total capitalized loan costs incurred in December 1995, for the seven
refinancings totaled approximately $1,002,000 and are being amortized over the
life of the respective loans.
Restricted Escrows required under the December 1995, refinancings are as
follows:
CAPITAL IMPROVEMENT RESERVES - At the time of the refinancings of the mortgage
notes payable, $1,047,000 of the proceeds were designated for "Capital
Improvement Escrows" for certain capital improvements. In 1996, an additional
$97,500 was designated for "Capital Improvement Escrows" for Knollwood. At
December 31, 1997, the balance of these reserves is approximately $146,000.
REPLACEMENT RESERVE ACCOUNT - In addition to the Capital Improvement Reserves,
Replacement Reserve Accounts of $507,000, which ranged from $191 to $325 per
unit, were established with the refinancing proceeds for the refinanced
properties. These funds were established to cover necessary repairs and
replacements of existing improvements. At December 31, 1997, the balance of
these reserves is approximately $1,107,000.
In February of 1996, the $484,000 balance of the first-lien note secured by the
Point West Apartments, with an original maturity of May 2001, was paid off to
retire debt with interest rates higher than the current market rate. As a
result of the note payoff, the Partnership paid approximately $5,000 in
prepayment penalties which resulted in an extraordinary loss on refinancing.
Prior to November 1996, Lake Forest Apartments ("Lake Forest") secured a
mortgage note guaranteed by the U.S. Department of Housing and Urban Development
("HUD") totaling approximately $4,100,000. In November 1996, the Partnership
refinanced this mortgage note by obtaining a new mortgage note of approximately
$4,700,000 secured by Lake Forest. Under the terms of the refinancing
agreement, the new mortgage note bears interest at 7.33% and matures in November
2003. As a result of the refinancing, the Partnership paid approximately $4,000
in prepayment penalties which resulted in an extraordinary loss on refinancing.
Total capitalized loan costs incurred in 1996 for Lake Forest totaled
approximately $133,000 and are being amortized over the life of the loan.
Restricted escrows established at the Lake Forest refinancing are as follows:
CAPITAL IMPROVEMENT RESERVES - At the time of the refinancing of the mortgage
note payable, $555,000 of the proceeds were designated for "Capital Improvement
Escrows" for certain capital improvements. At December 31, 1997, the balance of
these reserves is approximately $354,000.
The Post Ridge Apartments ("Post Ridge") formerly secured a mortgage note
totaling approximately $4,200,000, which was guaranteed by HUD. Operating cash
flow from Post Ridge did not support its scheduled debt service payments. As a
result, in January 1991, the Partnership suspended scheduled debt service for
Post Ridge. From 1991 through March 1995, the Partnership remitted excess cash
flow from the property's operations as debt service. On March 28, 1995, this
debt was sold to an unaffiliated third party. Accordingly, since the closing of
the sale on May 8, 1995, this debt is no longer regulated by HUD. In September
of 1996, the Partnership entered into an interim financing arrangement and
refinanced the non-recourse mortgage note of approximately $4,200,000 which was
secured by Post Ridge Apartments. Under the terms of the interim financing
arrangement, the new $4,100,000 mortgage note bore interest at 8% through
October 31, 1996, and from November 1, 1996, through the maturity date of
November 15, 1996, the note bore interest at a rate equal to 2.5% plus the
average one month LIBOR (7.875%). As a result of this refinancing, the
Partnership realized a $16,000 gain on the forgiveness of accrued interest, a
$61,000 gain on the forgiveness of advances from prior years, and a $158,000
loss on the write-off of loan costs which resulted in a net extraordinary loss
on refinancing of $81,000. In November 1996, the General Partner obtained
permanent financing by securing a new mortgage note of approximately $4,100,000
collateralized by Post Ridge. Under the terms of the agreement this mortgage
note bears interest at 7.33% and matures in November 2003. Total capitalized
loan costs incurred in 1996 for Post Ridge totaled approximately $122,000 and
are being amortized over the life of the loan.
Restricted escrows established at the Post Ridge refinancing are as follows:
REPLACEMENT RESERVE ACCOUNT - At the time of the refinancing, approximately
$384,000 of replacement reserve accounts were established to cover necessary
repairs and replacements of existing improvements. At December 31, 1997, the
balance of these reserves is approximately $441,000.
On November 18, 1997, the Partnership refinanced the mortgage encumbering the
South Port Apartments. The refinancing replaced indebtedness of $3,432,000,
including accrued interest of approximately $18,000, with a new mortgage in the
amount of $4,500,000. The mortgage was refinanced at a rate equal to 7.19%,
compared to the prior rate of 10.85% and matures on December 1, 2004. Total
capitalized loan costs were $120,000. The Partnership paid approximately
$34,000 in prepayment penalties and wrote off $13,000 in unamortized loan costs,
resulting in an extraordinary loss on extinguishment of debt in the amount of
approximately $47,000.
Restricted escrows established at the South Port refinancing are as follows:
CAPITAL IMPROVEMENT RESERVES - At the time of the refinancing, approximately
$283,000 of the proceeds were designated for "Capital Improvement Escrows" for
certain capital improvements. At December 31, 1997, the escrow balance is
approximately $283,000.
Note Receivable on Sold Property:
As of December 31, 1997
Underlying
Note Mortgage
Collateral Property Receivable Debt
(in thousands)
Denbigh Village Apartment complex -
138 units Newport News, Virginia $ 1,073 $ 1,248
When Denbigh Village Apartments was sold in August 1994 (see "Note F"), the
Partnership accepted a promissory note which matured in March 1996. In March
1996, an extension, under the existing terms, was negotiated to extend the note
until April 1997. The note matured and the principal outstanding was not
repaid. The Partnership has now negotiated with the borrower to extend the
terms of the note until April 1, 1998. All other terms of the note remained
unchanged. The estimated value of the note receivable approximates its carrying
value.
Denbigh Village Apartments secures two underlying mortgage notes. The balance
of the first mortgage is approximately $534,000 at December 31, 1997, has a
stated interest rate of 9.5% and matures in December 2002. The balance of the
second mortgage is approximately $714,000, has a stated interest rate of 9.5%
and matures December 31, 1998.
The estimated fair value of the Partnership's underlying mortgage debt secured
by the Denbigh Village Apartments is approximately $1,321,000. This estimate
represents a general approximation of possible value and is not necessarily
indicative of the amounts the Partnership might pay in actual market
transactions.
NOTE D - COMMITMENTS
The Partnership is required by the Partnership Agreement to maintain working
capital reserves for contingencies. On September 25, 1995, the partners were
proxied and approved a reduction of the capital reserve requirements to $500 per
apartment unit and $1.00 per square foot of gross leasable commercial space
owned by the Partnership, or approximately $2,200,000. During 1996, the Metro
Centre Office Building was foreclosed on by the lender thereby lowering reserve
requirements further. The replacement reserve requirement at the remaining
residential properties was reduced to approximately $2,100,000. In the event
expenditures are made from these reserves, operating revenue shall be allocated
to such reserves to the extent necessary to maintain the foregoing level.
Reserves, including unrestricted cash and cash equivalents, and investments,
totaling approximately $12,100,000 at December 31, 1997, exceeded the
Partnership's reserve requirements of approximately $2,100,000.
NOTE E - ABANDONED LIMITED PARTNERSHIP UNITS
In 1997, the number of Limited Partnership Units decreased by 10 units due to
Limited Partners abandoning their Limited Partnership Units. In abandoning his
or her Limited Partnership Units, a Limited Partner relinquishes all right,
title and interest in the Partnership as of the date of abandonment. However,
the Limited Partner is allocated his or her share of income (loss) for that
year. The income (loss) per Limited Partnership Unit in the accompanying
statements of operations is calculated based on the number of units outstanding
at the beginning of the year.
NOTE F - SALE OF REAL ESTATE
In August 1994, the Partnership sold the Denbigh Woods Apartments. In
connection with the sale, the Partnership accepted a $1,200,000 wrap-note
receivable and received net sales proceeds of $881,000. The wrap-note
receivable accrued interest at an annual rate of 9%, required monthly payments
of principal and interest totaling $11,814, and matured in March 1996. The
Partnership negotiated with the purchaser to extend the note, at the same
interest rate, until April 1997. The note matured and the principal outstanding
was not repaid. The Partnership has now negotiated with the borrower to extend
the terms of the note until April 1, 1998. All other terms of the note remain
unchanged. Since the wrap-around promissory note is subordinate and inferior to
the first-lien mortgages, the Partnership remains obligated under two underlying
first-lien mortgages totaling approximately $1,248,000 which are secured by the
Denbigh Woods Apartments. Pursuant to the sale contract, the Partnership
received, from the purchaser, a capital improvement escrow totaling $150,000.
After completion in 1997 of certain repairs and capital improvements at the
property, the Partnership fully reimbursed the purchaser the balance remaining
in the escrow account.
The holder of the underlying first-lien mortgages did not pre-approve the sale
and, as a result, since the sale in 1994 the Partnership has been in technical
default on the two first-lien mortgages. Although the holder of the mortgages
has the right to accelerate the notes at any time, no such intentions have been
indicated by the holder of the mortgages.
NOTE G - DISPOSITION OF REAL ESTATE
In February 1996, Metro Centre Office Building was foreclosed upon by the
lender. The 1996 and 1995 results of operations for Metro Centre Office Building
are summarized in the following table (in thousands):
For the Period
From January 1 to
February 7, 1996 1995
Revenues $ 22 $ 290
Loss from continuing operations (8) (164)
Net income (loss) 2,991 (164)
Income (loss) per limited
Partnership Unit $ 8.38 $(0.46)
NOTE H - DISTRIBUTIONS
In October 1997, the General Partner declared and paid distributions
attributable to cash flow from operations totaling approximately $1,050,000.
In March 1997, the General Partner declared and paid distributions attributable
to cash flow from operations totaling approximately $550,000 and approximately
$903,000 representing a return of capital.
In March 1996, the General Partner declared and paid distributions attributable
to cash flow from operations totaling approximately $3,617,000 and approximately
$71,000 representing a return of capital. In conjunction with the transfer of
funds from certain majority-owned sub-tier limited partnerships to the
Partnership, approximately $36,000 was distributed to the general partners of
the majority-owned sub-tier limited partnerships. In September 1996, the General
Partner declared and paid distributions attributable to cash flow from
operations totaling approximately $921,000.
NOTE I - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(amounts in thousands)
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Written-Down)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Knollwood Apartments $ 6,780 $ 345 $ 7,065 $ 3,029
Chimney Hill Apartments 5,400 659 7,188 2,758
Briar Bay Racquet Club Apartments 3,500 1,084 5,271 1,329
Citadel Village Apartments 2,450 337 3,334 187
Village East Apartments 2,150 184 2,236 942
Rivers Edge Apartments 2,002 512 2,160 568
Nob Hill Villa Apartments 7,267 490 8,922 2,920
Citadel Apartments 4,749 695 5,619 1,180
Post Ridge Apartments 4,050 143 2,498 1,725
Arbours of Hermitage Apartments 5,650 547 8,574 3,032
South Port Apartments 4,500 1,175 6,496 189
The Apartments Apartments 3,429 438 6,218 1,852
Lake Forest Apartments 4,700 692 5,811 2,444
Foothill Place Apartments 10,100 3,492 9,435 2,074
Stratford Place Apartments 2,614 1,186 4,628 1,586
Overlook Apartments 1,850 397 3,573 458
Point West Apartments -- 285 2,919 (228)
Totals $71,191 $12,661 $91,947 $26,045
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Knollwood Apts. $ 345 $10,094 $ 10,439 $ 9,011 1972 7/82 5-18
Chimney Hill Apts. 659 9,946 10,605 9,285 1973 8/82 5-18
Briar Bay Racquet Club Apts. 1,084 6,600 7,684 6,237 1975 9/82 5-18
Citadel Village Apts. 337 3,521 3,858 3,306 1974 12/82 5-18
Village East Apts. 184 3,178 3,362 2,924 1973 12/82 5-18
Rivers Edge Apts. 512 2,728 3,240 2,501 1976 4/83 5-18
Nob Hill Villa Apts. 490 11,842 12,332 10,578 1971 4/83 5-18
Citadel Apts. 695 6,799 7,494 6,237 1973 5/83 5-18
Post Ridge Apts. 143 4,223 4,366 3,621 1972 7/82 5-18
Arbours of Hermitage Apts. 547 11,606 12,153 9,919 1973 9/83 5-18
South Port Apts. 1,175 6,685 7,860 5,919 -- 11/83 5-18
The Apartments Apts. 438 8,070 8,508 5,876 1973 4/84 5-18
Lake Forest Apts. 692 8,255 8,947 5,629 1971 4/84 5-18
Foothill Place Apts. 3,402 11,599 15,001 8,263 1973 8/85 5-18
Stratford Place Apts. 1,186 6,214 7,400 3,895 1975 8/85 5-20
Overlook Apts. 397 4,031 4,428 3,181 1970 11/85 5-15
Point West Apts. 205 2,771 2,976 2,108 1973 11/85 5-40
Totals $12,491 $118,162 $130,653 $98,490
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation"
(in thousands):
For the Years Ended December 31,
1997 1996 1995
Investment Properties
Balance at beginning of year $ 128,128 $ 125,218 $ 122,218
Additions 2,559 4,945 3,325
Dispositions through foreclosures -- (1,605) --
Property disposals (34) (430) ( 325)
Balance at End of Year $ 130,653 $ 128,128 $ 125,218
Accumulated Depreciation
Balance at beginning of year $ 91,934 $ 86,294 $ 79,720
Depreciation of real estate 6,558 7,048 6,667
Accumulated depreciation on real
estate foreclosed -- (1,079) --
Accumulated depreciation on
property disposals (2) (329) (93)
Balance at end of year $ 98,490 $ 91,934 $ 86,294
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is approximately $148,650,000 and $146,091,000. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1997 and 1996, is approximately $111,953,000 and $106,311,000, respectively.
NOTE J - CASUALTY LOSSES
During 1997, several storms caused damage to the Foothill Place Apartments. In
addition, minor fire damage occurred at the Foothill Place Apartments and the
Arbours of Hermitage Apartments. The insurance proceeds received less the cost
of repairs plus the write-off of assets that were replaced as a result of these
casualties resulted in a net casualty loss for these events of $46,000, which is
included in operating expenses for the year ended December 31, 1997.
NOTE K - PARTNER TAX INFORMATION
The following is a reconciliation between net income as reported in the
consolidated financial statements and federal taxable income allocated to the
partners in the Partnership's information return for the years ended December
31, 1997 and 1996 (in thousands, except per unit data):
1997 1996 1995
Net income (loss) as reported $ 367 $ 2,036 $(1,197)
Add (deduct):
Deferred revenue and other
liabilities 359 (166) 275
Depreciation differences 917 978 988
Accrued expenses 7 94 (68)
Other 15 (1) (37)
Gain (loss) on disposition/foreclosure 32 (1,542) 111
Federal taxable income $ 1,697 $ 1,399 $ 72
Federal taxable income per limited
partnership unit $ 4.75 $ 3.92 $ .20
The tax basis of the Partnership's assets and liabilities is approximately
$29,000,000 greater than the assets and liabilities as reported in the financial
statements at December 31, 1997.
NOTE L - LEGAL PROCEEDINGS
In September 1997 the Partnership, along with the 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 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 actions.
NOTE M - SUBSEQUENT EVENT
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER OF THE
REGISTRANT
The Partnership has no officers or directors. The General Partner manages and
controls the Partnership and has general responsibility and authority in all
matters affecting its business.
The names of the directors and executive officers of ConCap Equities, Inc.
("CEI"), the Partnership's General Partner, their ages and the nature of all
positions with CEI presently held by them are set forth below.
Name Age Position
William H. Jarrard, Jr. 51 President/Director
Ronald Uretta 41 Vice President/
Treasurer
Martha L. Long 38 Controller
Robert D. Long 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 General Partner
since December 1996. He has acted as Senior Vice President of Insignia
Properties Trust ("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 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 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 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 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 General Partner since
June 1996 and Assistant Secretary of Insignia since 1991.
Market Ventures, L.L.C. ("Ventures"), Liquidity Assistance, L.L.C. ("Liquidity")
and Insignia CCP IV Acquisition L.L.C. ("Acquisition") delinquently reported 31
transactions (17, 5 and 9 transactions, respectively) as of December 31, 1996 on
a Form 5 filed in January 1997, with respect to the entities' purchases of Units
of Limited Partner Interest of the Partnership. Each of Insignia Financial
Group, Inc., Insignia Commercial Group, Inc. and Andrew L. Farkas also
delinquently reported the same transactions on a Form 5 by virtue of their
status as affiliates of Ventures, Liquidity and Acquisition, through which they
may be deemed to be beneficial owners of the securities owned by such entities.
ITEM 11. EXECUTIVE COMPENSATION
No direct compensation was paid or payable by the Partnership to directors or
officers for the years ended December 31, 1997 or 1996, nor was any direct
compensation paid or payable by the Partnership to directors or officers of the
General Partner for the years ended December 31, 1997 or 1996. The Partnership
has no plans to pay any such remuneration to any directors or officers of the
General Partner in the future.
See "Item 13. Certain Relationships and Related Transactions" for amounts of
compensation and reimbursement of salaries paid by the Partnership to the
General Partner and its affiliates.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners
Except as provided below, as of December 31, 1997, no person or group was known
to CEI to own of record or beneficially own more than five percent of the Units
of the Partnership:
Number of Percent
Group and Address Units Of Total
Insignia Properties, L.P. 95,817 27.95%
One Insignia Financial Plaza
Greenville, SC 29602
Insignia Properties, L.P. is an affiliate of Insignia.
As of December 31, 1997, no other person was known to CEI to own of record or
beneficially own more than 5 percent (5%) of the Units of the Partnership.
(b) Beneficial Owners of Management
Except as provided below, neither CEI nor any of the directors or
officers or associates of CEI own any Units of the Partnership of record
or beneficially.
(c) Changes in Control
Beneficial Owners of CEI
As of March 1998, the following persons were known to CEI to be the
beneficial owners of more than 5 percent (5%) of its common stock:
Number of Percent
Name and Address CEI Shares Of Total
Insignia Properties Trust 100,000 100%
One Insignia Financial Plaza
Greenville, SC 29602
Insignia Properties Trust is an affiliate of Insignia. (See "Item 1")
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Current Management and Others
Except for the transactions described below, neither CEI nor any of its
directors, officers or associates, or any associates of any of them, has had any
interest in any other transaction to which the Partnership is a party.
The Partnership has no employees and is dependent on the General Partner and
affiliates of Insignia for the management and administration of all of the
partnership activities, as provided in the Partnership Agreement.
The following transactions with the General Partner and affiliates of Insignia
were charged to expense in 1997, 1996 and 1995:
1997 1996 1995
(in thousands)
Property management fees (included
in operating expenses) $ 1,413 $ 1,316 $ 1,223
Reimbursements for services of affiliates,
including $65,000, $32,000 and $11,000
in construction services reimbursements
in 1997, 1996 and 1995, respectively
(included in investment property and
general and administrative and operating
expenses) 608 605 645
The Partnership has paid the property management fees noted above based on
collected gross rental revenues for property management services in each of the
years ended December 31, 1997, 1996 and 1995, respectively. On February 15,
1995, an affiliate of Insignia assumed day-to-day property management
responsibilities for Lake Forest and Post Ridge Apartments. On February 7, 1996,
the Metro Centre Office Building was foreclosed upon by the lender and
affiliates of Insignia ceased to manage the property. On March 25, 1997, an
affiliate of Insignia assumed day-to-day property management responsibilities
for South Port Apartments.
The Limited Partnership Agreement ("Partnership Agreement") provides for a
special management fee equal to 9% of the total distributions made to the
limited partners from cash flow provided by operations to be paid to the General
Partner for executive and administrative management services. The Partnership
paid approximately $138,000, $392,000 and $80,000 under this provision of the
Partnership Agreement to affiliates of the General Partner for the years ended
December 31, 1997, 1996, and 1995 respectively. These fees are included in
general and administrative expenses.
During the year ended December 31, 1995, the Partnership incurred approximately
$42,000 of expense reimbursements to an affiliate of the General Partner related
to evaluating the feasibility of refinancing the debt on several of the
Partnership's investment properties. The Partnership has also paid this
affiliate approximately $13,000, $22,000 and $123,000 in 1997, 1996 and 1995,
respectively, for loan costs which were capitalized and included in "Other
assets" on the Consolidated Balance Sheets. These loan costs related to the
refinancing of one of the Partnership's properties in 1997, two in 1996 and
eight properties in 1995 (See "Note C").
For the period January 1, 1996, to August 31, 1997, the Partnership insured its
properties under a master policy through an agency and insurer unaffiliated with
the General Partner. An affiliate of the General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy. The
agent assumed the financial obligations to the affiliate of the General Partner
who receives payment on these obligations from the agent. The amount of the
Partnership's insurance premiums that accrued to the benefit of the affiliate of
the General Partner by virtue of the agent's obligations was not significant.
On January 20, 1995, an affiliate of the General Partner, Insignia CCP IV
Acquisition, L.L.C., closed an offer to purchase Units (the "Tender Offer") for
a cash price of $60.00 per Unit to Limited Partners of record as of December 15,
1994. Approximately 3,370 Limited Partners holding 64,343 Units (18.77% of total
Units) accepted the Tender Offer and sold their Units to Insignia CCP IV
Acquisition, L.L.C. effective January 20, 1995, for an aggregate sales price of
approximately $3,900,000.
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 85,000 of the outstanding
units of limited partnership interest in the Partnership, at $140.00 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 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. In
addition, because of these conflicts of interest, including as a result of the
Purchaser's affiliation with various Insignia affiliates, the manner in which
the Purchaser votes its limited partner interest in the Partnership may not
always be consistent with the best interests of the other limited partners. On
October 6, 1997, the Insignia affiliate closed the tender offer and acquired
29,618 units of limited partnership interest (8.64% of total Units).
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements
Consolidated Balance Sheets - December 31, 1997 and 1996
Consolidated Statements of Changes in Operations - Years Ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Changes in Partners' Deficit - Years
Ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows - Years Ended
December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
2. Schedules
All schedules are omitted because either they are not required, are
not applicable or the financial information is included in the
financial statements or notes thereto.
3. Exhibits
S-K REFERENCE
NUMBER DOCUMENT DESCRIPTION
3 Certificate of Limited Partnership, as amended
to date.
10.1 Property Management Agreement No. 105
dated October 23, 1990, by and between the
Partnership and CCEC (Incorporated by refer-
ence to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1990).
10.2 Property Management Agreement No. 106
dated October 23, 1990, by and between
the LeTourneau Associates, Ltd. and CCEC
(Incorporated by reference to the Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1990).
10.3 Property Management Agreement No. 107
dated October 23, 1990, by and between
Overlook Associates, Ltd. and CCEC (Incor-
porated by reference to the Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1990).
10.4 Property Management Agreement No. 108
dated October 23, 1990, by and between
Park 77 Associates, Ltd. and CCEC
(Incorporated by reference to the Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1990).
10.5 Property Management Agreement No. 205
dated October 23, 1990, by and between the
Partnership and CCEC (Incorporated by refer-
ence to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.6 Property Management Agreement No. 306
dated October 23, 1990, by and between the
Partnership and CCEC (Incorporated by refer-
ence to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.7 Property Management Agreement No. 307
dated October 23, 1990, by and between Point
West Associates, Ltd. and CCEC (Incorporated
by reference to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1990).
10.8 Property Management Agreement No. 403 dated
October 23, 1990, by and between the Partnership
and CCEC (Incorporated by reference to the Quar-
terly Report on Form 10-Q for the quarter ended
September 30, 1990).
10.9 Property Management Agreement No. 404 dated
October 23, 1990, by and between Denbigh Village
Associates, Ltd. and CCEC (Incorporated by refer-
ence to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990).
10.10 Property Management Agreement No. 405 dated
October 23, 1990, by and between Stratford Place
Associates, Ltd. and CCEC (Incorporated by refer-
ence to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990).
10.11 Bill of Sale and Assignment dated October 23,
1990, by and between CCEC and ConCap Services
Company (Incorporated by reference to the Quar-
terly Report on Form 10-Q for the quarter ended
September 30, 1990).
10.12 Assignment and Assumption Agreement dated
October 23, 1990, by and between CCEC and
ConCap Management Limited Partnership
("CCMLP") (Incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1990).
10.13 Assignment and Assumption Agreement as to
Certain Property Management Services dated
October 23, 1990, by and between CCMLP and
ConCap Capital Company (Incorporated by
reference to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1990).
10.14 Assignment and Assumption Agreement dated
October 23, 1990, by and between CCMLP
and The Hayman Company (100 Series of
Property Management Contracts) (Incorporated
by reference to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1990).
10.15 Assignment and Assumption Agreement dated
October 23, 1990, by and between CCMLP and
Horn-Barlow Companies (200 Series of Property
Management Contracts) (Incorporated by reference
to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990).
10.16 Assignment and Assumption Agreement dated
October 23, 1990, by and between CCMLP and
Metro ConCap, Inc. (300 Series of Property
Management Contracts) (Incorporated by reference
to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990).
10.17 Assignment and Assumption Agreement dated
October 23, 1990, by and between CCMLP and
R&B Realty Group (400 Series of Property Manage-
ment Contracts) (Incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1990).
10.18 Assignment and Assumption Agreement dated
February 21, 1991, by and between the Partnership
and Greenbriar Apartments Associates Limited
Partnership (Property Management Agreement No.
403). (Incorporated by reference to the Annual
Report on Form 10-K for the year ended December
31, 1991).
10.19 Assignment and Assumption Agreement dated
April 1, 1991, by and between the Partnership and
ConCap Village East Apartments Associates, L.P.
(Property Management Agreement No. 205).
(Incorporated by reference to the Annual Report
on Form 10-K for the year ended December 31,
1991).
10.20 Assignment and Assumption Agreement
dated April 1, 1991, by and between the
Partnership and Nob Hill Villa Apartments
Associates, L.P. (Property Management
Agreement No. 306). (Incorporated by
reference to the Annual Report on Form
10-K for the year ended December 31, 1991).
10.21 Assignment and Assumption Agreement
dated April 1, 1991, by and between the
Partnership and Barnett Regency Tower
Associates Limited Partnership (Property
Management Agreement No. 105).
(Incorporated by reference to the Annual
Report on Form 10-K for the year ended
December 31, 1991).
10.22 Assignment and Assumption of Property
Management Agreement dated August 1,
1991, by and between R & B Realty Group
and R & B Apartment Management Company,
Inc. (Property Management Agreement with
Denbigh Village Associates, Ltd.) (Incorporated
by reference to the Annual Report on Form
10-K for the year ended December 31, 1991).
10.23 Assignment and Assumption of Property
Management Agreement dated August 1, 1991,
by and between R & B Realty Group and R & B
Apartment Management Company, Inc. (Property
Management Agreement with Greenbriar Apart-
ments Associates Limited Partnership). (Incor-
porated by reference to the Annual Report on
Form 10-K for the year ended December 31,
1991).
10.24 Assignment and Assumption of Property Manage-
ment Agreement dated August 1, 1991, by and
between R & B Realty Group and R & B Apart-
ment Management Company, Inc. (Property
Management Agreement with the Partnership
concerning Briar Bay Racquet Club). (Incorpora-
ted by reference to the Annual Report on Form
10-K for the year ended December 31, 1991).
10.25 Assignment and Assumption of Property Manage-
ment Agreement dated August 1, 1991, by and
between R & B Realty Group and R & B Apartment
Management Company, Inc. (Property Management
Agreement with Stratford Place Associates, Ltd.).
(Incorporated by reference to the Annual Report on
Form 10-K for the year ended December 31, 1991).
10.26 Assignment and Assumption Agreement
dated September 1, 1991, by and between
the Partnership and CCP IV Associates, Ltd.
(Property Management Agreement No. 306).
(Incorporated by reference to the Annual
Report on Form 10-K for the year ended
December 31, 1991).
10.27 Assignment and Assumption Agreement
dated September 1, 1991, by and between
the Partnership and CCP IV Associates, Ltd.
(Property Management Agreement No. 205).
(Incorporated by reference to the Annual
Report on Form 10-K for the year ended
December 31, 1991).
10.28 Assignment and Assumption Agreement
dated September 1, 1991, by and between
ConCap Village East Apartments Associates,
L.P. and CCP IV Associates, Ltd. (Property
Management Agreement No. 205). (Incor-
porated by reference to the Annual Report
on Form 10-K for the year ended December
31, 1991).
10.29 Assignment and Assumption Agreement
dated September 15, 1991, by and between
the Partnership and Foothill Chimney Associates
Limited Partnership (Property Management
Agreement No. 105). (Incorporated by reference
to the Annual Report on Form 10-K for the year
ended December 31, 1991).
10.30 Assignment and Assumption Agreement dated
September 15, 1991, by and between the Partner-
ship and Foothill Chimney Associates Limited
Partnership (Property Management Agreement
No. 205). (Incorporated by reference to the
Annual Report on Form 10-K for the year ended
December 31, 1991).
10.31 Construction Management Cost Reimbursement
Agreement dated January 1, 1991, by and between
the Partnership and Horn-Barlow Companies (the
"Horn-Barlow Construction Management Agree-
ment"). (Incorporated by reference to the Annual
Report on Form 10-K for the year ended December
31, 1991).
10.33 Assignment and Assumption Agreement
dated September 15, 1991, by and between
the Partnership and Foothill Chimney Associates
Limited Partnership (Horn-Barlow Construction
Management Agreement Concerning Chimney
Hill Apartments). (Incorporated by reference
to the Annual Report on Form 10-K for the year
ended December 31, 1991).
10.34 Assignment and Assumption Agreement dated
September 1, 1991, by and between ConCap
Village East Apartments Associates, L.P. and
CCP IV Associates, Ltd. (Village East Construc-
tion Agreement). (Incorporated by reference to
the Annual Report on Form 10-K for the year
ended December 31, 1991).
10.35 Construction Management Cost Reimbursement
Agreement dated January 1, 1991, by and
between the Partnership and Metro ConCap,
Inc. (the "Metro Construction Management
Agreement"). (Incorporated by reference
to the Annual Report on Form 10-K for the
year ended December 31, 1991).
10.36 Assignment and Assumption Agreement dated
September 1, 1991, by and between the
Partnership and CCP IV Associates, Ltd.
(Metro Construction Management Agreement
concerning Arbour East and Knollwood
apartments). (Incorporated by reference
to the Annual Report on Form 10-K for the
year ended December 31, 1991).
10.37 Construction Management Cost Reimburse-
ment Agreement dated January 1, 1991, by and
between the Partnership and The Hayman
Company (the "Hayman Construction Manage-
ment Agreement"). (Incorporated by reference
to the Annual Report on Form 10-K for the
year ended December 31, 1991).
10.38 Assignment and Assumption Agreement dated
September 15, 1991, by and between the
Partnership and Foothill Chimney Associates
Limited Partnership (Hayman Construction
Management Agreement concerning Chimney
Hill Apartments). (Incorporated by reference
to the Annual Report on Form 10-K for the
year ended December 31, 1991).
10.39 Construction Management Cost Reimbursement
Agreement dated January 1, 1991, by and between
the Partnership and R & B Apartment Management
Company, Inc. (Incorporated by reference to the
Annual Report on Form 10-K for the year ended
December 31, 1991).
10.40 Construction Management Cost Reimbursement
Agreement dated January 1, 1991, by and between
ConCap Metro Centre Associates, L.P. and R & B
Commercial Management Company, Inc. (Incor-
porated by reference to the Annual Report on Form
10-K for the year ended December 31, 1991).
10.41 Investor Services Agreement dated October 23,
1990, by and between the Partnership and CCEC
(Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended September 30,
1990). (Incorporated by reference to the Annual
Report on Form 10-K for the year ended December
31, 1991).
10.42 Assignment and Assumption Agreement (Investor
Services Agreement) dated October 23, 1990, by and
between CCEC and ConCap Services Company
(Incorporated by reference to the Annual Report on
Form 10-K for the year ended December 31, 1990).
10.43 Letter of Notice dated December 20, 1991, from
Partnership Services, Inc. ("PSI") to the Partnership
regarding the change in ownership and dissolution
of ConCap Services Company whereby PSI assumed
the Investor Services Agreement. (Incorporated by
reference to the Annual Report on Form 10-K for the
year ended December 31, 1991).
10.44 Financial Services Agreement dated October 23,
1990, by and between the Partnership and CCEC
(Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended September 30,
1990).
10.45 Assignment and Assumption Agreement
(Financial Service Agreement) dated October
23, 1990, by and between CCEC and ConCap
Capital Company (Incorporated by reference
to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990).
10.46 Letter of Notice dated December 20, 1991, from
PSI to the Partnership regarding the change in
ownership and dissolution of ConCap Capital
Company whereby PSI (Incorporated by reference
to the Annual Report on Form 10-K for the year
ended December 31, 1991).
10.47 Property Management Agreement No. 419 dated
May 13, 1993, by and between the Partnership
and Coventry Properties, Inc. (Incorporated
by reference to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1993).
10.48 Assignment and Assumption Agreement
(Property Management Agreement No. 419)
dated May 13, 1993, by and between Coventry
Properties, Inc., R&B Apartment Management
Company, Inc. and Partnership Services, Inc.
(Incorporated by reference to the Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1993).
10.49 Assignment and Agreement as to Certain
Property Management Services dated May 13,
1993, by and between Coventry Properties, Inc.
and Partnership Services, Inc. (Incorporated by
reference to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1993).
10.50 Property Management Agreement No. 419A
dated October 11, 1993, by and between ConCap
Stratford Associates, Ltd. and Coventry Properties,
Inc. (Incorporated by reference to the Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1993).
10.51 Assignment and Assumption Agreement
(Property Management Agreement No. 491A)
dated October 11, 1993, by and between
Coventry Properties, Inc., R&B Apartment
Management Company, Inc. and Partnership
Services, Inc. (Incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993).
10.52 Assignment and Agreement as to Certain
Property Management Services dated October 11,
1993, by and between Coventry Properties, Inc.
and Partnership Services, Inc. (Incorporated by
reference to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1993).
10.53 Property Management Agreement No. 427A
dated October 11, 1993, by and between ConCap
River's Edge Associates, Ltd. and Coventry
Properties, Inc. (Incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993).
10.54 Assignment and Assumption Agreement
(Property Management Agreement No. 427A)
dated October 11, 1993, by and between
Coventry Properties, Inc., R&B Apartment
Management Company, Inc. and Partnership
Services, Inc. (Incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993).
10.55 Assignment and Agreement as to Certain
Property Management Services dated October
11, 1993, by and between Coventry Properties,
Inc. and Partnership Services, Inc. (Incorporated
by reference to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1993).
10.56 Property Management Agreement No. 513A
dated August 18, 1993, by and between ConCap
Citadel Associates, Ltd. and Coventry Properties,
Inc.
10.57 Assignment and Agreement as to Certain Property
Management Services dated November 17, 1993,
by and between Coventry Properties, Inc. and
Partnership Services, Inc.
10.58 Property Management Agreement No. 514 dated
June 1, 1993, by and between the Partnership and
Coventry Properties, Inc.
10.59 Assignment and Agreement as to Certain Property
Management Services dated November 17, 1993,
by and between Coventry Properties, Inc. and
Partnership Services, Inc.
10.60 Stock and Asset Purchase Agreement, dated December 8, 1994 (the
"Gordon Agreement"), among MAE-ICC, Inc. ("MAE-ICC"), Gordon
Realty Inc. ("Gordon"), GII Realty, Inc. ("GII Realty"), and
certain other parties. (Incorporated by reference to form 8-K
dated December 8, 1994)
10.61 Exercise of the Option (as defined in the Gordon Agreement),
dated December 8, 1994, between MAE-ICC and Gordon.
(Incorporated by reference to Form 8-K dated December 8, 1994)
10.62 Contracts related to refinancing of debt
(a) Deed of Trust and Security Agreement dated
March 27, 1995 between Nob Hill Villa Apartment
Associates, L.P., a Tennessee limited partnership, and
First Union National Bank of North Carolina, a North
Carolina Corporation.
(b) Promissory Note dated March 27, 1995 between Nob Hill Villa
Apartments Associates, L.P., a Tennessee limited
partnership, and First Union National Bank of North
Carolina, a North Carolina corporation.
(c) Assignment of leases and Rents dated March 27, 1995 between
Nob Hill Villa Apartments Associates, L.P., a Tennessee
limited partnership, and First Union National Bank of North
Carolina, a North Carolina Corporation.
10.63 Multifamily Note dated November 30, 1995 between Briar Bay
Apartments Associates, LTD., a Texas limited partnership, and
Lehman Brothers Holdings Inc. d/b/a Lehman Capital, A Division
of Lehman Brothers Holdings Inc..
10.64 Multifamily Note dated November 30, 1995 between CCP IV
Associates, LTD., a Texas limited partnership, and Lehman
Brothers Holdings Inc. d/b/a Lehman Capital, A Division of
Lehman Brothers Holdings Inc..
10.65 Multifamily Note dated November 30, 1995 between CCP IV
Associates, LTD., a Texas limited partnership, and Lehman
Brothers Holdings Inc. d/b/a Lehman Capital, A Division of
Lehman Brothers Holdings Inc..
10.66 Multifamily Note dated November 30, 1995 between CCP IV
Associates, LTD., a Texas limited partnership, and Lehman
Brothers Holdings Inc. d/b/a Lehman Capital, A Division of
Lehman Brothers Holdings Inc..
10.67 Multifamily Note dated November 30, 1995 between CCP IV
Associates, LTD., a Texas limited partnership, and Lehman
Brothers Holdings Inc. d/b/a Lehman Capital, A Division of
Lehman Brothers Holdings Inc..
10.68 Multifamily Note dated November 30, 1995 between Foothill
Chimney Associates Limited Partnership, a Georgia limited
partnership, and Lehman Brothers Holdings Inc. d/b/a Lehman
Capital, A Division of Lehman Brothers Holdings Inc..
10.69 Multifamily Note dated November 30, 1995 between Foothill
Chimney Associates Limited Partnership, a Georgia limited
partnership, and Lehman Brothers Holdings Inc. d/b/a Lehman
Capital, A Division of Lehman Brothers Holdings Inc..
10.70 Multifamily note dated September 30, 1996, between
Post Ridge Associates, Ltd., Limited Partnership, a
Tennessee Limited Partnership and Lehman Brothers
Holdings, Inc. d/b/a Lehman Capitol, a division of
Lehman BrothersHoldings, Inc.
10.71 Exercise of the remaining portion of the option (as
defined in the Gordon Agreement), dated December 8,
1994 between MAE-ICC and Gordon. (Incorporated by
reference to Form 8-K dated October 24, 1995).
10.72 Multifamily note dated November 1, 1996, between Post
Ridge Associates, Ltd., Limited Partnership, a
TennesseeLimited Partnership and Lehman Brothers
Holdings, Inc. d/b/a Lehman Capitol, a division of
Lehman Brothers Holdings, Inc.
10.73 Amended and Restated Multifamily note dated November
1, 1996, between Post Ridge Associates, Ltd., Limited
Partnership , a Tennessee Limited Partnership and
LehmanBrothers Holding, Inc. d/b/a Lehman Capitol, a
division of Lehman Brothers Holdings, Inc.
10.74 Multifamily note dated November 1, 1996, between
Consolidated Capital Properties IV, a California
Limited Partnership and Lehman Brothers Holdings,
Inc. d/b/a Lehman Capitol, a division of Lehman
Brothers Holdings, Inc.
10.75 Mortgage and Security Agreement dated November 18, 1997,
between Southport CCP IV, L.L.C., a South Carolina limited
liability company and Lehman Brothers Holdings, Inc. d/b/a
Lehman Capital, a division of Lehman Brothers Holdings, Inc., a
Delaware Corporation.
11 Statement regarding computation of Net Income
per Limited Partnership Unit (Incorporated by
reference to Note 1 of Item 8 - Financial Statements
of this Form 10-K).
16.1 Letter, dated August 12, 1992, from Ernst & Young
to the Securities and Exchange Commission regard-
ing change in certifying accountant. (Incorporated
by reference to Form 8-K dated August 6, 1992).
16.2 Letter dated May 9, 1995 from the Registrant's former
independent accountant regarding its concurrence with
the statements made by the Registrant regarding a changein the
certifying accountant. (Incorporated by referenceto Form 8-K
dated May 3, 1995)
19.1 Chapter 11 Plan of CCP/IV Associates, Ltd.
(Restated to incorporate first amended Chapter
11 Plan filed October 27, 1992 and second amend-
ments to Chapter 11 Plan of CCP/IV Associates,
Ltd. filed December 14, 1992) dated December 14,
1992, and filed December 14, 1992, in the United
States Bankruptcy Court for the Middle District of
Tennessee. (Incorporated by reference to the Annual
Report on Form 10-K for the year ended December
31, 1992).
19.2 First amended disclosure statement to
accompany Chapter 11 Plan, dated February
21, 1992, and amended October 27, 1992
filed by CCP/IV Associates, Ltd. filed
October 27, 1992, in the United States
Bankruptcy Court for the Middle District
of Tennessee. (Incorporated by reference
to the Annual Report on Form 10-K for the
year ended December 31, 1992).
27 Financial Data Schedule
(b) Reports on Form 8-K filed during the fourth quarter of 1997:
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CONSOLIDATED CAPITAL PROPERTIES IV
By: CONCAP EQUITIES, INC.
General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President
By: /s/Ronald Uretta
Ronald Uretta
Vice President/Treasurer
Date: March 23, 1998
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
date indicated.
/s/William H. Jarrard, Jr. President
William H. Jarrard, Jr.
/s/Ronald Uretta Vice President/Treasurer
Ronald Uretta
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Properties IV 1997 Year-End 10-K and is qualified in its entirety by
reference to such 10-K filing.
</LEGEND>
<CIK> 0000355804
<NAME> CONSOLIDATED CAPITAL PROPERTIES IV
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 12,090
<SECURITIES> 0
<RECEIVABLES> 1,999
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 130,653
<DEPRECIATION> 98,490
<TOTAL-ASSETS> 52,381
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 72,439
0
0
<COMMON> 0
<OTHER-SE> (23,378)
<TOTAL-LIABILITY-AND-EQUITY> 52,381
<SALES> 0
<TOTAL-REVENUES> 29,084
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 28,670
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,868
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 414
<DISCONTINUED> 0
<EXTRAORDINARY> (47)
<CHANGES> 0
<NET-INCOME> 367
<EPS-PRIMARY> 1.03<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
PROMISSORY NOTE
$4,500,000.00 New York, New York
As of November 3, 1997
FOR VALUE RECEIVED SOUTH PORT CCPIV, L.L.C., a South Carolina limited
liability company, having an address at c/o Insignia Financial Group, One
Insignia Financial Plaza, Greenville, South Carolina 29602 (hereinafter referred
to as "Borrower"), promises to pay to the order of LEHMAN BROTHERS HOLDINGS INC.
D/B/A LEHMAN CAPITAL, A DIVISION OF LEHMAN BROTHERS HOLDINGS INC., a Delaware
corporation, having an address at Three World Financial Center, 200 Vesey
Street, New York, New York 10285 (hereinafter referred to as "Lender"), or at
such other place as the holder hereof may from time to time designate in
writing, the principal sum of FOUR MILLION FIVE HUNDRED THOUSAND AND 00/100
DOLLARS ($4,500,000.00), in lawful money of the United States of America with
interest thereon to be computed from the date of this Note at the Applicable
Interest Rate (hereinafter defined), and to be paid as hereinafter provided.
A. PAYMENT TERMS
Borrower shall pay to Lender:
(i) a payment of interest only on December 1, 1997;
(ii) a constant payment of $30,515.01 (the "Monthly Payment") on January 1,
1998 and on the first day of each calendar month (the "Monthly Payment
Date") thereafter to and including the first day of November, 2004,
and
(iii)the balance of the principal sum then outstanding and all interest
thereon shall be due and payable on the first day of December, 2004
(the "Maturity Date").
Each of such payments shall be applied as follows:
(i) First to the payment of interest computed at the Applicable Interest
Rate; and
(ii) The balance applied toward the reduction of the principal sum.
B. INTEREST
The term "Applicable Interest Rate" as used in this Note shall mean
7.19% per annum.
Interest on the principal sum of this Note shall be calculated in
arrears on the basis of a three hundred sixty (360) day year consisting of
twelve (12) months of thirty (30) days each.
C. DEFAULT AND ACCELERATION
The whole of the principal sum of this Note, together with all
interest accrued and unpaid thereon and all other sums due under the Security
Instrument (hereinafter defined) and this Note (all such sums hereinafter
collectively referred to as the "Debt") shall without notice become immediately
due and payable at the option of Lender if any payment required in this Note is
not paid within ten (10) days after written notice from the Lender notifying
Borrower that the same is due or on the happening of any other default, after
the expiration of any applicable notice and grace periods, herein or under the
terms of the Security Instrument (hereinafter collectively an "Event of
Default"). All of the terms, covenants and conditions contained in the Security
Instrument and the Other Security Documents (hereinafter defined) are hereby
made part of this Note to the same extent and with the same force as if they
were fully set forth herein. In the event that it should become necessary to
employ counsel to collect the Debt or to protect, sell or foreclose the security
hereof, Borrower also agrees to pay reasonable attorney's fees for the services
of such counsel whether or not suit be brought.
D. PREPAYMENT
Borrower shall not have the right or privilege to prepay all or any
portion of the unpaid principal balance of this Note until November 31, 2000.
Beginning December 1, 2000, provided no Event of Default exists, the principal
balance of this Note may be prepaid, in whole but not in part, upon: (i) not
less than 30 days and not more than 45 days prior written notice (the
"Prepayment Notice") to Lender specifying the scheduled payment date on which
prepayment is to be made (the "Prepayment Date"); (ii) payment of all accrued
and unpaid interest on the outstanding principal balance of this Note to and
including the Prepayment Date together with a payment of all interest which
would have accrued on the principal balance of this Note to and including the
first day of the calendar month immediately following the Prepayment Date, if
such prepayment occurs on a date which is not the first day of a calendar month
(the "Shortfall Interest Payment"); (iii) payment of all other sums then due
under this Note, the Security Instrument and the Other Security Documents and
(iv) if the Prepayment Date occurs prior to the date which is six months prior
to the Maturity Date payment of a prepayment consideration (the "Prepayment
Consideration") in an amount equal to the greater of: (A) one (1%) percent of
the principal amount of this Note being prepaid; and (B) the present value of a
series of payments each equal to the Payment Differential (hereinafter defined)
and payable on each monthly payment date over the remaining original term of
this Note and on the Maturity Date discounted at the Reinvestment Yield
(hereinafter defined) for the number of months remaining from the Prepayment
Date to each such monthly payment date and the Maturity Date. The term
"Reinvestment Yield" as used herein shall be equal to the lesser of (a) the
yield on the U.S. Treasury issue (primary issue) with a maturity date closest to
the Maturity Date, or (b) the yield on the U.S. Treasury issue (primary issue)
with a term equal to the remaining average life of the Debt, with each such
yield being based on the bid price for such issue as published in The Wall
Street Journal on the date that is 14 days prior to the Prepayment Date set
forth in the Prepayment Notice (or, if such bid price is not published on that
date, the next preceding date on which such bid price is so published) and
converted to a monthly compounded nominal yield. The term "Payment
Differential" as used herein shall be equal to (x) the Applicable Interest Rate
minus the Reinvestment Yield, divided by (y) 12 and multiplied by (z) the
principal sum outstanding on such Prepayment Date after application of the
Constant Monthly Payment (if any) due on such Prepayment Date, provided that the
Payment Differential shall in no event be less than zero. In no event, however,
shall Lender be required to reinvest any prepayment proceeds in U.S. Treasury
obligations or otherwise. Lender shall notify Borrower of the amount, and the
basis of determination, of the required Prepayment Consideration. If a
Prepayment Notice is given by Borrower to Lender pursuant to this Article D, the
principal balance of this Note and the other sums required under this Article D
shall be due and payable on the Prepayment Date.
Lender shall not be obligated to accept any prepayment of the
principal balance of this Note unless it is accompanied by all sums due in
connection therewith. Notwithstanding anything contained herein to the
contrary, provided no Event of Default exists, no Prepayment Consideration shall
be due in connection with a complete or partial prepayment resulting from the
application of insurance proceeds or condemnation awards pursuant to paragraphs
3 and 6 of the Security Instrument. In the event of any permitted partial
prepayment of the principal balance of this Note, the amount of principal
prepaid (but not including any Prepayment Consideration or interest) shall be
applied to the principal last due under this Note and shall not release Borrower
from the obligation to pay the Constant Monthly Payments next becoming due under
this Note and the Constant Monthly Payment shall not be adjusted or recalculated
as a result of such partial prepayment.
If a Default Prepayment (defined herein) occurs prior to the date
which is six months prior to the Maturity Date, Borrower shall pay to Lender the
entire Debt, including, without limitation, the Prepayment Consideration.
For purposes of this Note, the term "Default Prepayment" shall mean a
prepayment of the principal amount of this Note made during the continuance of
any Event of Default or after an acceleration of the Maturity Date under any
circumstances, including, without limitation, a prepayment occurring in
connection with reinstatement of the Security Instrument provided by statute
under foreclosure proceedings or exercise of a power of sale, any statutory
right of redemption exercised by Borrower or any other party having a statutory
right to redeem or prevent foreclosure, any sale in foreclosure or under
exercise of a power of sale or otherwise.
Notwithstanding any provision of this Article D to the contrary,
Lender may require Borrower, in lieu of a prepayment as contemplated in the
first paragraph of this Article D, to deliver to Lender the Defeasance
Collateral (hereinafter defined) in the manner contemplated herein. After
Lender's receipt of the Prepayment Notice, Lender shall, if it so elects, advise
Borrower that, in lieu of a prepayment, the Defeasance Collateral shall be
required, in which event Borrower shall be entitled to a release of the Property
(hereinafter defined) from the lien of the Security Instrument and the Other
Security Documents upon satisfaction of the following:
I. Lender shall have received written confirmation from the rating
agencies that have rated the REMIC "real estate mortgage investment conduit"
(defined in Section 860D of the Internal Revenue Code of 1986, as amended from
time to time or any successor statute (the "Code")) ("REMIC") related to the
Securities (as defined in the Security Instrument) that such substitution of
Defeasance Collateral will not result in a downgrade, withdrawal or
qualification of the ratings then assigned to any of the Securities; provided,
however, that in the event that Lender or its agent is unable to obtain such
confirmation, the Lender or its agent shall so advise Borrower and Borrower will
then be subject to the other provisions of this Article D set forth above;
II. all accrued and unpaid interest and all other sums due under this
Note, the Security Instrument and other Security Documents up to the date of the
delivery of the Defeasance Collateral (the "Release Date"), including, without
limitation, all costs and expenses incurred by Lender or its agents in
connection with such release (including, without limitation, the review of the
proposed Defeasance Collateral and the preparation of the Defeasance Security
Agreement (as hereinafter defined) and the related documentation), shall be
fully paid on or before the Release Date; and
III. Borrower shall have delivered to Lender on or before the Release
Date:
(a) a pledge and security agreement, in form and substance
satisfactory to Lender in its sole discretion, creating a first
priority security interest in favor of Lender in the Defeasance
Collateral (the "Defeasance Security Agreement"), which shall provide,
among other things, that any excess received by Lender from the
Defeasance Collateral over the amount payable by Borrower hereunder
shall be refunded to Borrower promptly following each Monthly Payment
Date and the Maturity Date;
(b) direct, non-callable obligations of the United States of
America (the "US Obligations") that provide for payments prior, but as
close as possible, to all successive Monthly Payment Dates occurring
after the Release Date and the Maturity Date, with each such payment
being equal to or greater than the amount of the corresponding
Constant Monthly Payment required to be paid under this Note for the
balance of the term hereof and the amount required to be paid on the
Maturity Date (the "Defeasance Collateral"), each of which shall be
duly endorsed by the holder thereof as directed by Lender or
accompanied by a written instrument of transfer in form and substance
wholly satisfactory to Lender (including, without limitation, such
instrument as may be required by the depository institution holding
such securities or the issuer thereof, as the case may be, to
effectuate book-entry transfers and pledges through the book-entry
facilities of such institution) in order to perfect upon the delivery
of the Defeasance Security Agreement the first priority security
interest therein in favor of the Lender in conformity with all
applicable state and federal laws governing the granting of such
security interests, provided, however, that the price of the
Defeasance Collateral shall not exceed all sums that would otherwise
be due in connection with a prepayment of the principal balance of
this Note under the first paragraph of this Article D; Borrower shall
authorize and direct that the payments received from the U.S.
Obligations shall be made directly to Lender or Lender's designee and
applied to satisfy the Obligations of Borrower under this Note;
(c) evidence reasonably satisfactory to Lender that title to the
Release Property has been transferred to an entity other than
Borrower;
(d) Lender shall have received an opinion of Borrower's counsel,
dated as of the Release Date, in form reasonably satisfactory to
Lender stating, among other things, that (A) the Defeasance Collateral
and the U.S. Obligations have been duly and validly assigned and
delivered to Lender and Lender has a valid, perfected, first priority
lien and security interest in the Defeasance Collateral delivered by
Borrower, (B) the Defeasance Collateral has been validly assigned to
the REMIC, (C) the Defeasance has been effected in accordance with the
requirements of Treasury Regulation 1.860(g)-2(a)(8) (as such
regulation may be amended or substituted from time to time) and will
not be treated as an exchange pursuant to Section 1001 of the Code and
(D) the tax qualification and status of the REMIC will not be
adversely affected or impaired as a result of the Defeasance;
(e) a certificate by Borrower's independent public accountant
certifying that all of the requirements set forth in Clause I and II
above and this Clause III have been fully satisfied;
(f) such other certificates, documents or instruments as Lender
may reasonably require; and
(g) Notwithstanding the foregoing, no such Release shall be
made, given or be deemed effective under this Article D until the
first day after expiration of the period during which the delivery to
Lender of the Defeasance Collateral in connection therewith is subject
to avoidance and recovery as a preferential transfer under 11 U.S.C. '
547 in the event of a bankruptcy of the delivering person or entity
without such avoidance and recovery (which day shall be identified in
writing by Borrower at any time that Borrower delivers the Defeasance
Collateral to Lender), unless Lender receives, at the time of such
delivery, an opinion of counsel to the effect that such delivery of
the Defeasance Collateral would not be avoided and recovered as a
preferential transfer under 11 U.S.C. '547 in the event of the filing
of a bankruptcy petition in respect of the conveying or delivering
person or entity.
Upon compliance with the foregoing requirements relating to the
delivery of the Defeasance Collateral, the Property shall be released from the
lien of the Security Instrument and the Other Security Documents and the
Defeasance Collateral shall constitute collateral which shall secure this Note
and the Debt. Lender will, at Borrower's expenses, execute and deliver any
agreements reasonably requested by Borrower to release the lien of the Security
Instrument from the Property. Upon the release by the Lender in accordance with
this Article D, Borrower shall have no further right to prepay this Note
pursuant to the other provisions of this Article D or otherwise.
E. DEFAULT INTEREST
Borrower does hereby agree that upon the occurrence of an Event of
Default or upon the failure of Borrower to pay the Debt in full on the Maturity
Date, Lender shall be entitled to receive and Borrower shall pay interest
("Default Interest") on the entire unpaid principal sum at the rate of (i) the
greater of (a) two percent (2%) over the Prime Rate (hereinafter defined), as
such Prime Rate shall change from time to time or (b) five percent (5%) over the
Applicable Interest Rate then in effect or (ii) the maximum rate of interest
which Borrower may by law pay, whichever is lower, to be computed from the
occurrence of the Event of Default until the actual receipt and collection of
the Debt (the "Default Interest Rate"). This charge shall be added to the Debt,
and shall be deemed secured by the Security Instrument. This clause, however,
shall not be construed as an agreement or privilege to extend the date of the
payment of the Debt, nor as a waiver of any other right or remedy accruing to
Lender by reason of the occurrence of any Event of Default. The term "Prime
Rate" as used in this Note shall mean the daily "prime rate" published in The
Wall Street Journal from the date of the Event of Default, as such "prime rate"
shall change from time to time. In the event The Wall Street Journal ceases to
publish the "prime rate" then Lender shall select an equivalent publication
which publishes such "prime rate"; and in the event such prime rates are no
longer generally published or are limited, regulated or administered by a
governmental or quasi-governmental body, then Lender shall select a comparable
interest rate index.
F. SECURITY
This Note is secured by the Security Instrument and the Other Security
Documents. The term "Security Instrument" as used in this Note shall mean the
Mortgage and Security Agreement dated as of the date hereof in the principal sum
of $4,500,000.00 given by Borrower to Lender encumbering the fee estate of
Borrower in certain premises located in Tulsa County, State of Oklahoma and
other property, as more particularly described therein and intended to be duly
recorded in said County. The term "Other Security Documents" as used in this
Note shall mean all and any of the documents other than this Note or the
Security Instrument now or hereafter executed by Borrower and/or others and by
or in favor of Lender, which wholly or partially secure or guarantee payment of
this Note. Whenever used, the singular number shall include the plural, the
plural the singular, and the words "Lender" and "Borrower" shall include their
respective successors, assigns, heirs, executors and administrators.
G. SAVINGS CLAUSE
This Note is subject to the express condition that at no time shall
Borrower be obligated or required to pay interest on the principal balance due
hereunder at a rate which could subject Lender to either civil or criminal
liability as a result of being in excess of the maximum interest rate which
Borrower is permitted by applicable law to contract or agree to pay. If by the
terms of this Note, Borrower is at any time required or obligated to pay
interest on the principal balance due hereunder at a rate in excess of such
maximum rate, the Applicable Interest Rate shall be deemed to be immediately
reduced to such maximum rate and all previous payments in excess of the maximum
rate shall be deemed to have been payments in reduction of principal and not on
account of the interest due hereunder.
H. LATE CHARGE
If any sum payable under this Note is not received by Lender within
five (5) days of the date on which it is due, without taking into account or
including within said five (5) day period any applicable notice or grace period,
Borrower shall pay to Lender upon demand an amount equal to the lesser of five
percent (5%) of such unpaid sum or the maximum amount permitted by applicable
law to defray the expenses incurred by Lender in handling and processing such
delinquent payment and to compensate Lender for the loss of the use of such
delinquent payment and such amount shall be secured by the Security Instrument
and the Other Security Documents. Nothing contained herein is intended to
affect the rights of Lender in and to any Default Interest due to Lender
pursuant to the provisions of paragraph E hereof entitled "Default Interest".
I. MISCELLANEOUS
This Note may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of
Borrower or Lender, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.
If Borrower consists of more than one person or party, the obligations
and liabilities of each such person or party shall be joint and several. The
foregoing sentence, however, is not intended to affect the limited liability of
any limited partner or stockholder of Borrower afforded by applicable
partnership or corporate law.
Borrower and all others who may become liable for the payment of all
or any part of the Debt do hereby severally waive presentment and demand for
payment, notice of dishonor, protest and notice of protest and non-payment. No
release of any security for the Debt or extension of time for payment of this
Note or any installment hereof, and no alteration, amendment or waiver of any
provision of this Note, the Security Instrument or the Other Security Documents
made by agreement between Lender and any other person or party shall release,
modify, amend, waive, extend, change, discharge, terminate or affect the
liability of Borrower, and any other who may become liable for the payment of
all or any part of the Debt, under this Note, the Security Instrument or the
Other Security Documents.
Borrower (and the undersigned representative of Borrower, if any)
represents that Borrower has full power, authority and legal right to execute
and deliver this Note, the Security Instrument and the Other Security Documents
and that this Note, the Security Instrument and the Other Security Documents
constitute valid and binding obligations of Borrower.
This Note shall be governed and construed in accordance with the laws
of the State of New York and the applicable laws of the United States of
America.
J. EXCULPATION
Lender shall not enforce the liability and obligation of Borrower to
perform and observe the obligations contained in this Note or the Security
Instrument by any action or proceeding wherein a money judgment shall be sought
against Borrower or any general or limited partner or member of Borrower
(hereinafter collectively referred to as the "Exculpated Parties"), except that
Lender may bring a foreclosure action, action for specific performance or other
appropriate action or proceeding to enable Lender to enforce and realize upon
this Note, the Security Instrument, the Other Security Documents, and the
interest in the Property, the Rents (as defined in the Security Instrument) and
any other collateral given to Lender created by this Note, the Security
Instrument and the Other Security Documents; provided, however, that any
judgment in any such action or proceeding shall be enforceable against the
Exculpated Parties only to the extent of Borrower's interest in the Property, in
the Rents and in any other collateral given to Lender. Lender, by accepting
this Note and the Security Instrument, agrees that it shall not sue for, seek or
demand any deficiency judgment against the Exculpated Parties in any such action
or proceeding, under or by reason of or under or in connection with the Security
Instrument, the Other Security Documents or this Note. The provisions of this
paragraph shall not, however, (i) constitute a waiver, release or impairment of
any obligation evidenced or secured by the Security Instrument, the Other
Security Documents or this Note; (ii) impair the right of Lender to name
Borrower as a party defendant in any action or suit for judicial foreclosure and
sale under the Security Instrument; (iii) affect the validity or enforceability
of any guaranty made in connection with the Security Instrument, this Note, or
the Other Security Documents; (iv) impair the right of Lender to obtain the
appointment of a receiver upon the occurrence and continuance of an Event of
Default; (v) impair the enforcement of the Assignment of Leases and Rents dated
the date hereof given by Borrower to Lender executed in connection herewith;
(vi) impair the right of Lender to bring suit with respect to fraud or
intentional misrepresentation by Borrower, the Exculpated Parties or any other
person or entity in connection with the Security Instrument, this Note or the
Other Security Documents; (vii) impair the right of Lender to obtain the Rents
received by any of the Exculpated Parties after the occurrence and continuance
of an Event of Default; (viii) impair the right of Lender to bring suit with
respect to the Exculpated Parties' misappropriation of tenant security deposits
or Rents collected in advance; (ix) impair the right of Lender to obtain
insurance proceeds or condemnation awards due to Lender under the Security
Instrument; (x) impair the right of Lender to enforce the provisions of sub-
paragraphs 36(g) through 36(k), inclusive and paragraphs 34 and 35 of the
Security Instrument against the Borrower (excluding the general and limited
partners or members of Borrower); or (xi) impair the right of Lender to recover
any part of the Debt from the Borrower (excluding the general and limited
partners or members of Borrower) following the breach of any covenant contained
in paragraphs 9 or 55 of the Security Instrument.
THIS NOTE, AND THE OTHER SECURITY DOCUMENTS EMBODY THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN LENDER, BORROWER AND THE OTHER RESPECTIVE
PARTIES HERETO AND THERETO AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS
BETWEEN SUCH PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS OR SUBSEQUENT
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
IN WITNESS WHEREOF, Borrower has duly executed this Note under seal as
of the day and year first above written.
[BORROWER]
SOUTH PORT CCPIV, L.L.C., a South Carolina limited
liability company
By: SOUTH PORT APARTMENTS, a California limited
partnership, its sole member
By: CONSOLIDATED CAPITAL PROPERTIES IV, a
California limited partnership, its general
partner
By: CONCAP EQUITIES, INC., a
Delaware corporation, its
general partner
By:/s/William H. Jarrard,Jr.
Name: William H. Jarrard, Jr.
Title: Vice President
STATE OF South Carolina )
)SS:
COUNTY OF Greenville )
This instrument was acknowledged before me on the 20th day of
November, 1997, by William H. Jarrard, Jr., who is the Vice President of CONCAP
EQUITIES, INC., a Delaware corporation, on behalf of said corporation, which
corporation is the general partner of CONSOLIDATED CAPITAL PROPERTIES IV, a
California limited partnership which limited partnership is the general partner
of SOUTH PORT APARTMENTS, a California limited partnership which is the sole
member and acknowledged this instrument on behalf of SOUTH PORT CCP IV, L.L.C.,
a South Carolina limited liability company.
[SEAL]
/s/Nancy A. Dixon
Notary Public in and for the
State of South Carolina
My Commission Expires: Print name of Notary Public
June 9, 1998
Nancy A. Dixon
