FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
PAINE WEBBER GROWTH PROPERTIES LP
(Exact name of registrant as specified in charter)
AMENDMENT NO.1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K dated
December 23, 1994 as set forth in the pages attached hereto:
Item 7: Financial Statements and Exhibits
(b) Pro Forma Financial Information:
Pro Forma balance sheet at March 31, 1994 and statement of operations
for the year ended March 31, 1994
Pro Forma balance sheet at September 30, 1994 and statement of
operations for the six months ended September 30, 1994
Letter of approval of sale from U. S. Department of Housing and Urban
Development, dated April 26, 1995.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Paine Webber Growth Properties LP
Registrant
Date: May 19, 1995 By: /s/ Walter V. Arnold
Walter V. Arnold
Senior Vice President and
Chief Financial Officer
PAINE WEBBER GROWTH PROPERTIES LP
PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 1994
(Unaudited)
ASSETS
Adjustments Pro
to Reflect Forma
1994 Sale Results
Operating investment
property, at cost:
Land $ 2,028,580 $ 2,028,580
Buildings improvements and
equipment 12,700,395 12,700,395
14,728,975 14,728,975
Less accumulated depreciation (4,983,656) (4,983,656)
9,745,319 9,745,319
Investments in unconsolidated
joint ventures, at equity 7,168,756 $(765,761) 6,402,995
Cash and cash equivalents 1,624,967 1,580,804 3,205,771
Real estate tax and insurance
escrow deposit 238,904 238,904
Capital improvement and replacement
escrow deposits 1,031,498 1,031,498
Accounts receivable 85,627 85,627
Deferred loan costs, net 544,238 544,238
Other assets 70,267 70,267
$20,509,576 $21,324,619
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued
expenses $ 318,114 $ 318,114
Accrued interest payable 6,896 6,896
Tenant security deposits 36,758 36,758
Mortgage note payable 7,028,848 7,028,848
Other liabilities 35,825 35,825
Total liabilities 7,426,441 7,426,441
Partners' capital:
General Partners:
Capital contributions 1,000 1,000
Cumulative net loss (43,819) $ 8,150 (35,669)
Cumulative cash distributions (26,336) (26,336)
Limited Partners ($1,000 per Unit;
29,194 Units issued in 1994)
Capital contributions, net of
offering costs 26,345,152 26,345,152
Cumulative net losses (4,338,040) 806,893 (3,531,147)
Cumulative cash distributions (8,854,822) (8,854,822)
Total partners' capital 13,083,135 13,898,178
$20,509,576 $21,324,619
See accompanying notes.
PAINE WEBBER GROWTH PROPERTIES LP
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended March 31, 1994
(Unaudited)
Adjustments Pro
Historical to Reflect Forma
Results Sale Results
REVENUES:
Rental income $1,823,311 $ 1,823,311
Reimbursements from
affiliates 427,602 $ (49,450) 378,152
Interest and other income 141,913 141,913
2,392,826 2,343,376
EXPENSES:
Interest expense 468,236 468,236
Real estate taxes 201,434 201,434
Depreciation and
amortization 499,296 499,296
Property operating
expenses 814,058 814,058
General and
administrative 379,338 379,338
2,362,362 2,362,362
Operating income (loss) 30,464 (18,986)
Venture partner's share
of consolidated
venture's loss 989 989
Partnership's share
of unconsolidated
ventures' losses (2,545,560) (139,349) (2,684,909)
Partnership's share
of gain on the
sale of operating
investment property - 1,003,842 1,003,842
Loss before extraordinary
gain (2,514,107) (1,699,064)
Partnership's share of
extraordinary
gain on settlement
of insurance claims 225,000 225,000
NET LOSS $ (2,289,107) $(1,474,064)
See accompanying notes.
PAINE WEBBER GROWTH PROPERTIES LP
Current Report on Form 8-K dated December 23, 1994
NOTES TO PRO FORMA FINANCIAL STATEMENTS
March 31, 1994
1. General
The accompanying pro forma financial information for Paine Webber
Growth Properties LP has been prepared to reflect the sale of the
Partnership's investment in the Northcastle Apartments, which occurred on
December 23, 1994 (see Note 3). The pro forma balance sheet has been
prepared to reflect the historical financial position of the Partnership as
if the sale had occurred on March 31,1994. The pro forma statement of
operations has been prepared to reflect the historical operations of the
Partnership as if the sale had occurred on April 1, 1993, the first day of
the most recent fiscal year. The pro forma information is not intended to
be a projection of expected future financial position or operating results.
The presentation is meant to provide information about the continuing impact
of this event by showing how it might have affected historical financial
statements had it occurred at an earlier date.
In the opinion of management, the accompanying pro forma financial
statements, which have not been audited, reflect all adjustments which give
effect to events that are (1) directly attributable to the event, (2)
expected to have a continuing impact on the Partnership, and (3) factually
supportable.
2. Summary of Significant Accounting Policies
The accompanying financial statements include the Partnership's
investments in six joint venture partnerships which own five operating
properties and one undeveloped parcel of land. One of these joint ventures
is majority owned and controlled by the Partnership and is, therefore,
presented on a consolidated basis. The Partnership accounts for its
investments in unconsolidated joint venture partnerships using the equity
method. Under the equity method the investments are carried at cost
adjusted for the Partnership's share of the ventures' earnings, losses and
distributions and certain reimbursements receivable from the ventures. The
Partnership has investments in five unconsolidated joint ventures at March
31, 1994, including Austin Northcastle Partners. The Partnership's equity
method carrying value in the Austin Northcastle joint venture and its share
of the venture's income have been excluded to arrive at the pro forma
results.
The joint ventures in which the Partnership has invested are required to
maintain their accounting records on a calendar year basis for income tax
purposes. As a result, the Partnership records its share of ventures'
income or losses based on financial information of the ventures which is
three months in arrears to that of the Partnership.
3. Gain on Sale of Operating Investment Property
On December 23, 1994, Austin Northcastle Partners, a joint venture in
which the Partnership had an interest, sole its operating investment
property (Northcastle Apartments) to an unaffiliated third party for
$6,100,000. Final approval of the sale, which involved the assumption of
the outstanding first mortgage loan secured by the property, was received
from the Department of Housing and Urban Development on April 26, 1995.
After transaction costs and the assumption of the outstanding first mortgage
loan, the joint venture received net proceeds of approximately $1,620,000
from the sale. The Partnership's share of such proceeds was $1,580,804, in
accordance with the terms of the joint venture agreement. The venture
recognized a gain on the sale to the extent that the sales price exceeded
the net book value of the operating investment property at the time of the
sale.
The Partnership has no continuing interest in the Northcastle
Apartments. The Partnership plans to make a special distribution to the
Limited Partners of $60 per Unit, or approximately $1,752,000, in the first
quarter of fiscal 1996 to distribute the Northcastle sales proceeds, along
with certain excess reserve funds. Such distribution, which has not yet
been approved by the Managing General Partner, is not reflected on the
accompanying pro forma balance sheet.
PAINE WEBBER GROWTH PROPERTIES LP
PRO FORMA CONSOLIDATED BALANCE SHEET
September 30, 1994
(Unaudited)
ASSETS
Adjustments Pro
to Reflect Forma
September 30 Sale Results
Operating investment
property, at cost:
Land $ 2,028,580 $ 2,028,580
Buildings improvements
and equipment 12,986,801 12,986,801
15,015,381 15,015,381
Less accumulated depreciation (5,245,639) (5,245,639)
9,769,742 9,769,742
Investments in unconsolidated joint
ventures, at equity 2,404,254 $(530,798) 1,873,456
Cash and cash equivalents 1,716,969 1,580,804 3,297,773
Real estate tax escrow deposit 177,631 177,631
Capital improvement and replacement
escrow deposits 1,017,911 1,017,911
Accounts receivable 183,145 183,145
Deferred loan costs, net 535,897 535,897
Other assets 16,525 16,525
$15,822,074 $16,872,080
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and
accrued expenses $ 348,763 $ 348,763
Accrued interest payable 42,996 42,996
Tenant security deposits 32,735 32,735
Mortgage note payable 6,996,035 6,996,035
Other liabilities 34,843 34,843
Partners' capital 8,366,702 $1,050,006 9,416,708
$15,822,074 $16,872,080
See accompanying notes.
PAINE WEBBER GROWTH PROPERTIES LP
CONSOLIDATED STATEMENT OF OPERATIONS
For the six months ended September 30, 1994
(Unaudited)
Historical Pro
Historical to Reflect Forma
Results Sale Results
REVENUES:
Rental income $ 929,162 $ 929,162
Reimbursements from
affiliates 110,975 (22,046) 88,929
Interest and other income 112,977 112,977
1,153,114 1,131,068
EXPENSES:
Property operating expenses 409,899 409,899
Depreciation and amortization 270,324 270,324
Interest expense 293,387 293,387
Real estate taxes 98,986 98,986
General and administrative 140,053 140,053
1,212,649 1,212,649
Operating loss (59,535) (81,581)
Venture partner's share of
consolidated
venture's operations 982 982
Partnership's share of
unconsolidated
ventures' income (losses) (45,228) $ (36,256) (81,484)
Partnership's share of gain
on the sale of operating
investment property - 1,108,308 1,108,308
NET INCOME (LOSS) $ (103,781) $ 946,225
See accompanying notes.
PAINE WEBBER GROWTH PROPERTIES LP
Current Report on Form 8-K dated December 23, 1994
NOTES TO PRO FORMA FINANCIAL STATEMENTS
September 30, 1994
1. General
The accompanying pro forma balance sheet and statement of operations
were prepared to provide information about the continuing impact of the sale
of the Partnership's investment in the Northcastle Apartments, which
occurred on December 23, 1994, by showing how this event might have affected
historical financial statements had it occurred at an earlier date. The pro
forma balance sheet has been prepared to show the historical financial
position of the Partnership as if the sale had occurred on September 30,
1994. The pro forma statement of operations for the six months ended
September 30, 1994 has been prepared to show the Partnership's historical
results as if the sale had occurred on April 1, 1994, the first day of the
current fiscal year.
In the opinion of management, the accompanying pro forma financial
statements, which have not been audited, reflect all adjustments which give
effect to events that are (1) directly attributable to the event, (2)
expected to have a continuing impact on the Partnership, and (3) factually
supportable.
2. Summary of Significant Accounting Policies
The accompanying financial statements include the Partnership's
investments in six joint venture partnerships which own five operating
properties. One of these joint ventures is majority owned and controlled by
the Partnership and is, therefore, presented on a consolidated basis. The
Partnership accounts for its investments in unconsolidated joint venture
partnerships using the equity method. Under the equity method the
investments are carried at cost adjusted for the Partnership's share of the
ventures' earnings, losses and distributions and certain reimbursements
receivable from the ventures. The Partnership has investments in five
unconsolidated joint ventures at September 30, 1994, including Austin
Northcastle Partners. The Partnership's equity method carrying value in the
Austin Northcastle joint venture and its share of the venture's losses have
been excluded to arrive at the pro forma results.
The joint ventures in which the Partnership has invested are required to
maintain their accounting records on a calendar year basis for income tax
purposes. As a result, the Partnership records its share of ventures'
income or losses based on financial information of the ventures which is
three months in arrears to that of the Partnership.
3. Gain on Sale of Operating Investment Property
On December 23, 1994, Austin Northcastle Partners, a joint venture in
which the Partnership had an interest, sole its operating investment
property (Northcastle Apartments) to an unaffiliated third party for
$6,100,000. Final approval of the sale, which involved the assumption of
the outstanding first mortgage loan secured by the property, was received
from the Department of Housing and Urban Development on April 26, 1995.
After transaction costs and the assumption of the outstanding first mortgage
loan, the joint venture received net proceeds of approximately $1,620,000
from the sale. The Partnership's share of such proceeds was $1,580,804, in
accordance with the terms of the joint venture agreement. The venture
recognized a gain on the sale to the extent that the sales price exceeded
the net book value of the operating investment property at the time of the
sale.
The Partnership has no continuing interest in the Northcastle
Apartments. The Partnership plans to make a special distribution to the
Limited Partners of $60 per Unit, or approximately $1,752,000, in the first
quarter of fiscal 1996 to distribute the Northcastle sales proceeds, along
with certain excess reserve funds. Such distribution, which has not yet
been approved by the Managing General Partner, is not reflected on the
accompanying pro forma balance sheet.
U.S. Department of Housing
and Urban Development
San Antonio Office, Region VI
Washington Square
800 Dolorosa
San Antonio, TX 78207-4563
April 26, 1995
Mr. Stephen I. Dwyer
Dwyer Cambre Borcherdt
3421 North Causeway Blvd.
Suite 707
Metairie, LA 70002
Dear Mr. Dwyer:
SUBJECT:
Project No. 115-11070
Northcastle Apartments
Austin, Texas
Thank you for submitting the final documents on March 30, 1995, to complete
the Transfer of Physical Assets (TPA) for Northcastle Apartments. We appreciate
the timely and efficient manner in which this transfer was completed.
Final Approval of your proposal for the transfer of the subject property is
herewith granted by HUD. The terms and conditions of the transaction and the
documentation supporting such terms and conditions are acceptable to HUD. This
approval is conditioned upon strict compliance with the terms and conditions of
this transfer as agreed by HUD.
We would like to express our thanks for assisting us with this endeavor.
Should you have any questions concerning this matter you may contact, Linda
Paxson, Multifamily Asset Manager or Elva Castillo, Chief, Multifamily Asset
Management Branch, at (210) 229-6831.
Sincerely,
/s/ Elva Castillo
for Carmen P. Casas
Director
Multifamily Housing
