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
For the fiscal year ended: November 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number: 0-13330
HUTTON/CONAM REALTY PENSION INVESTORS
Exact name of Registrant as specified in its charter
New York 11-2673854
State or other jurisdiction I.R.S. Employer
of incorporation Identification No.
Attention: Andre Anderson
3 World Financial Center, 29th Floor,
New York, New York 10285
Address of principal executive offices zip code
Registrant's telephone number, including area code: (212) 526-3237
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
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 is not contained herein, and will not be contained, to the
best of the 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. (X)
Documents Incorporated by Reference:
Portions of Prospectus of Registrant dated June 24, 1983 (included in Amendment
No. 3 to Registration Statement No. 2-79116 of Registrant filed June 21, 1983)
are incorporated herein by reference to Part III of this report.
Portions of Parts I, II, III and IV are incorporated by reference to the
Partnership's Annual Report to Unitholders for the fiscal year ended November
30, 1995.
PART I
Item 1. Business
(a) General Development of Business
Hutton/ConAm Realty Pension Investors (the "Registrant" or the "Partnership")
is a New York limited partnership organized pursuant to a Certificate and
Agreement of Limited Partnership dated January 23, 1984, as amended on January
26, 1984, of which RPI Real Estate Services, Inc. ("RPI Services," formerly
Hutton Real Estate Services VI, Inc.), a Delaware corporation, and ConAm
Property Services III, Ltd., a California limited partnership ("ConAm
Services"), are the general partners (together, the "General Partners").
Commencing June 24, 1983, the Registrant began offering through E. F. Hutton &
Company Inc., an affiliate of the Registrant, up to a maximum of 100,000 units
of limited partnership interest (the "Units") at $500 per Unit. Investors who
purchased the Units (the "Limited Partners") are not required to make any
additional capital contributions. The Units were registered under the
Securities Act of 1933, as amended (the "Act"), under Registration Statement
No. 2-79116, which Registration Statement was declared effective on June 24,
1983. The offering of Units was terminated on May 31, 1984. Upon termination
of the offering, the Registrant had accepted subscriptions for 96,490 Units for
an aggregate of $48,245,000.
(b) Narrative Description of Business
The Registrant is engaged in the business of owning and operating multifamily
residential real estate properties. In addition, the Registrant is engaged in
the business of investing in multifamily residential rental properties by
making equity participating loans secured by first mortgages or deeds of trust
on such properties. Of the Registrant's gross offering proceeds, uninvested
funds totalling $5,210,460 and $7,429,730 were returned in 1985 and 1986,
respectively, resulting in net offering proceeds of $35,604,810. The
Registrant invested all of the proceeds available in five equity participating
mortgage loans, one of which was repaid in December 1987. As of November 30,
1995, the Registrant held the following interests:
(1) On September 28, 1984, the Registrant funded an equity participating
loan in the amount of $4,475,250 to Southridge Partners I, L.P. ("Southridge"),
a privately offered New York limited partnership affiliated with the
Registrant, in connection with the purchase by Southridge of Oaktree Village
("Oaktree"), a 160-unit apartment complex located in Jacksonville, Florida.
One of the corporate general partners of each of the Registrant and Southridge
are wholly owned subsidiaries of LB I Group Inc. (formerly E.F. Hutton Group,
Inc. ). LB I Group Inc. is an affiliate of Lehman Brothers Inc. ("Lehman").
(See Item 10, "Certain Matters Involving Affiliates of RPI Services").
(2) On October 30, 1984, the Registrant funded an equity participating loan
in the amount of $5,850,000 to Southridge, in connection with the purchase by
Southridge of Chaparosa Apartments ("Chaparosa"), 170-unit apartment complex
located in Irving, Texas. On January 31, 1992, the Registrant obtained legal
title to Chaparosa through a deed in lieu of foreclosure. As a result,
Chaparosa is now recorded as a real estate investment rather than a mortgage
loan investment on the Registrant's balance sheet.
(3) On December 21, 1984, the Registrant funded an equity participating
loan in the amount of $5,200,650 to Southridge, in connection with the purchase
by Southridge of Park View Village ("Park View"), a 184-unit apartment complex
located in Winter Park (a suburb of Orlando), Florida.
(4) On November 20, 1985, the Registrant funded an equity participating
loan in the amount of $5,900,000 to Bryn Athyn Investors, Ltd., a Texas limited
partnership unaffiliated with the Registrant, in connection with its purchase
of Bryn Athyn Apartments ("Bryn Athyn"), a 172-unit apartment complex located
in Raleigh, North Carolina. In July 1989, the Registrant obtained ownership of
the property through a foreclosure sale. As a result, Bryn Athyn is now
recorded as a real estate investment rather than a mortgage loan investment on
the Registrant's balance sheet.
The terms of the loans secured by Oaktree and Park View were modified during
1993. For information pertaining to the terms of the modifications and the
mortgage loans secured by the Southridge properties see Item 7 of this report
and Note 4 to the Financial Statements incorporated herein by reference to the
Partnership's Annual Report to Unitholders for the fiscal year ended November
30, 1995.
Approximately 3% of the gross proceeds of the offering were initially reserved
and have been maintained as working capital to meet costs and expenses of the
Registrant's operations, including ongoing administrative expenses. The
General Partners believe such reserves to be reasonable, although working
capital reserves may be increased or decreased from time to time in order to
meet anticipated costs and expenses and potential losses. The General Partners
may also at their discretion set aside a reserve for the purpose of augmenting
future distributions of cash. To the extent that funds held as a working
capital reserve have not been expended, the Registrant has invested such funds
in bank certificates of deposit, unaffiliated money market funds or other
highly liquid short-term investments where there is appropriate safety of
principal in accordance with the Registrant's investment objectives and
policies.
The Registrant's principal investment objectives with respect to its interests
in real property are:
(1) To participate in the capital appreciation of the various properties in
which it invests;
(2) To provide quarterly cash distributions;
(3) To preserve and protect the capital appreciation of the properties in
which it invests; and
(4) To provide increased cash distributions as the cash flow from the
properties increases.
Distributions of income is the Registrant's objective during its operational
phase, while preservation and appreciation of capital continues to be the
Registrant's longer term objectives. Future economic conditions in the United
States as a whole and, in particular, in the localities in which the
Registrant's investment properties are located, will be important factors to
attaining the Registrant's investment objectives, especially with regard to
achievement of capital appreciation.
The Registrant did not incur indebtedness in connection with the making of the
loans. The loans were funded entirely out of proceeds of the offering of
Units. However, the Registrant is not prohibited from incurring indebtedness
for working capital purposes. In addition, in the event that the Registrant
becomes the owner of a property through the foreclosure of a loan, the
Registrant may subject such property to mortgage indebtedness in an amount not
to exceed 80% of the then appraised value of the property. At November 30,
1995, the Partnership had no mortgage indebtedness against Bryn Athyn or
Chaparosa.
Competition
The Registrant's real property investments and the properties securing the
Registrant's outstanding mortgage loans are subject to competition from similar
types of properties in the vicinities in which they are located and such
competition has increased since the Partnership's inception due principally to
the addition of the newly constructed apartment complexes offering increased
residential and recreational amenities. The investment properties have also
been subject to competition from condominiums and single-family properties
especially during periods of low mortgage interest rates. The Registrant
competes with other real estate owners, developers and financiers in the rental
and leasing of its properties and the properties securing its outstanding
mortgage loans by offering competitive rental rates and, if necessary, leasing
incentives. In some cases, the Registrant may compete with other properties
owned by partnerships affiliated with either General Partner of the Registrant.
For information with respect to market conditions in each of the areas where
the Partnership's properties are located, please refer to Item 2 below.
Employees
The Registrant has no employees. Services are provided by RPI Services, ConAm
Services, ConAm Management Corporation ("ConAm Management"), an affiliate of
ConAm Services, as well as Service Data Corporation and First Data Investor
Services Group, both unaffiliated companies. ConAm Management provides
property management services with respect to the properties subject to the
Southridge loans pursuant to agreements with Southridge, as the property owner.
In addition, the Registrant has entered into a management agreement with ConAm
Management pursuant to which ConAm Management provides property management
services with respect to the Bryn Athyn and Chaparosa properties. First Data
Investor Services Group has been retained by the Registrant to provide all
accounting and investor communication functions, while Service Data Corporation
provides transfer agent services. See Item 13 of this report and Note 6 to
the Financial Statements on the Partnership's Annual Report to Unitholders for
the fiscal year ended November 30, 1995, which is filed as an exhibit under
Item 14, for a further description of the service and management agreements
between the Registrant and affiliated entities.
Item 2. Properties
Below is a description of the Registrant's wholly owned properties and those
which secure its two remaining mortgage loans, and a discussion of current
market conditions in each of the areas where the properties are located. For
information on the acquisition of the properties and terms of the mortgage
loans, reference is made to Note 4 to the Financial Statements on the
Partnership's Annual Report to Unitholders for the fiscal year ended November
30, 1995, which is filed as an exhibit under Item 14. Appraised values of the
Partnership's real estate investments are incorporated by reference to the
Partnership's Annual Report in Unitholders. Average occupancy rates at each
property are incorporated by reference to Item 7.
Bryn Athyn Apartments - Raleigh, North Carolina
This 172-unit apartment community is situated north of downtown Raleigh in a
suburban location composed primarily of townhouses and single family homes.
Conditions in the Raleigh apartment market remain strong, characterized by low
vacancy rates and increasing rental rates. As of the third quarter of 1995,
occupancy in Wake county, where Bryn Athyn is located, stood at approximately
97%, with rental rates increasing approximately 7% over the past year.
Occupancy in Bryn Athyn's submarket was approximately 95% as of September 1995
with rental rates increasing approximately 6% from the year earlier. The
strong market conditions have spurred new construction and, as of September
1995, eight new projects were under construction containing a total of 1,852
units. Given the area's strong economy and healthy absorption, it is not
expected that the new construction will have a materially adverse impact on the
apartment market.
Chaparosa Apartments - Irving, Texas
Located approximately fifteen miles northwest of downtown Dallas, this 170-unit
apartment complex is situated in the Las Colinas area of Irving. The Las
Colinas/Valley Ranch submarket, where the property is located, exceeds the
overall Dallas market in occupancy, rental rate and absorption levels. As of
the third quarter of 1995, Chaparosa's submarket reported physical occupancy of
97%, up from 96% from the prior year. Rental rates in the submarket rose
almost 5% as of the third quarter of 1995 compared with the corresponding
period in 1994. The Las Colinas/Valley Ranch submarket absorbed 900 units in
the 12-month period ending August 31, 1995, one of the highest demand levels
reported in the entire Dallas metro area. Demand for units in the submarket is
projected at 1,500 units for the year ending August 31, 1996, however, demand
is not expected to keep pace with new construction. As a result, downward
pressures may be exerted on current rental rates and occupancies. There are
currently 1,236 units under construction in the vicinity of Chaparosa and
another 3,912 approved for construction.
Oaktree Village - Jacksonville, Florida
This 160-unit apartment complex is situated in southeast Jacksonville,
approximately 8 miles from the central business district, in the
Baymeadows/Deerwood community. The Southeast submarket, where Oaktree Village
is located, has experienced notable population growth and limited new
construction in recent years, resulting in strong occupancy for area apartment
complexes. A local survey of the Southeast submarket reported an average
apartment occupancy rate of 94% as of the second quarter of 1995. The use of
rental concessions in the market is virtually non-existent. Given the strong
market conditions, several apartment projects are in the planning or
construction phase. During 1994, 373 new units were permitted for construction
with an additional 593 units permitted through the second quarter of 1995. The
rise in new units under construction is expected to intensify competition in
the Jacksonville area market.
Park View Village - Winter Park, Florida
This 184-unit apartment complex is located in metropolitan Orlando,
approximately 10 miles northeast of the central business district. The North
Orlando/Winter Park/Maitland submarket, where the property is located,
experienced average occupancy of approximately 91% as of March 1995,
paralleling levels seen in Metro Orlando. The number of total units rentable
in the Metro Orlando market continues to rise, with absorption rates keeping
pace. Over the past four years, the submarket has shown moderate growth and
the average rent per square foot has increased 4% in 1995 over the prior year.
Park View Village maintained 95% occupancy in 1995, consistent with levels in
1994 and up slightly from 93% in 1993. The occupancy level at Park View
Village may be affected during 1996 as construction is taking place on the road
in front of the property. The work consists of an expansion and improvement of
the road and may have a short-term affect on leasing.
Item 3. Legal Proceedings
The General Partners pursued a settlement agreement with the manufacturers of
the polybutelene (a type of plastic) water pipes used in the construction of
the Bryn Athyn property. These pipes were determined to be defective and must
be replaced with a copper system. The General Partners signed a settlement
agreement during the third quarter of 1995 which will require the Plumbing
Claims Group to cover the cost of replumbing the property's interior units, up
to a limit of $379,000, as well as 40% of the expense in replumbing the
exterior which is estimated to cost a total of $25,480. The Partnership has
sufficient reserves to fund any repairs which will not be covered by the
Plumbing Claims Group. See Item 7 for additional information regarding the
replumbing of the Bryn Athyn property.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of the fiscal year ended November 30, 1995, no matter
was submitted to a vote of security holders through the solicitation of proxies
or otherwise.
PART II
Item 5. Market for the Partnership's Limited Partnership Interests and Related
Security Holder Matters
As of November 30, 1995, the number of Unitholders of record was 5,875.
No established public trading market has developed for the Units, and it is not
anticipated that such a market will develop in the future.
Distributions of adjusted cash from operations are determined by the General
Partners on a quarterly basis, with distributions occurring approximately 45
days after the close of each fiscal quarter. The Partnership has paid
quarterly cash distributions since the initial closing of the offering in
February 1984. Information on cash distributions paid by the Partnership for
the past two fiscal years is incorporated by reference to the Partnership's
Annual Report to Unitholders for the fiscal year ended November 30, 1995, which
is filed as an exhibit under Item 14. Reference is made to Item 7 for a
discussion of the General Partners' expectations for future cash distributions.
Item 6. Selected Financial Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended November 30, 1995, which is filed as an exhibit under Item 14.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
At November 30, 1995, the Partnership had cash and cash equivalents of
$1,979,963 which were invested in unaffiliated money market funds, compared
with $2,131,720 at November 30, 1994. The decrease reflects cash distributions
to Partners exceeding cash provided by operating activities in fiscal 1995.
The General Partners pursued a settlement agreement with the Plumbing Claims
Group regarding the polybutelene water pipes used in the construction of the
Bryn Athyn property. The pipes, which were determined to be defective, have
resulted in significant leaks and required a replumbing of the entire property.
The General Partners signed a settlement agreement during the third quarter
which will require the Plumbing Claims Group to cover the cost of replumbing
the property's interior units, up to a limit of $379,000, as well as 40% of the
expense in replumbing the exterior which is estimated to cost a total of
$25,480. The Partnership has sufficient reserves to fund any repairs which
will not be covered by the Plumbing Claims Group. The Partnership will incur
expenses totalling approximately $7,500 for plumbing repairs and associated
costs at the property. The replumbing of the property began in late October
and is expected to be completed in 1996.
Significant capital improvements were necessary at Chaparosa to address
original construction defects. In the second quarter of fiscal 1993, the
General Partners began the project to repair the stairways, foundation and
roof. The project was substantially completed at the close of the first
quarter of 1994, and placed in service as of March 1, 1994 at a total cost of
$950,870, of which $400,803 was paid in fiscal 1994. Such costs were funded
from: (i) approximately $800,000 received by the Partnership as its share of
the construction litigation proceeds from Southridge and (ii) approximately
$151,000 from Partnership cash reserves.
In addition, during 1996, the General Partners intend to implement an extensive
improvement program, including painting and wood replacement, at Bryn Athyn to
upgrade the property. This program is intended to maintain the property's
position within its market, which is growing increasingly competitive with the
addition of new facilities. It is also hoped that these improvements will
allow for greater increases in rental rates, thereby improving the property's
revenue and value, and making it better positioned for eventual sale. The
General Partners are currently evaluating the extent of the work to be
performed at the property and what impact it will have on the Partnership's
cash reserves. Given favorable market conditions, the General Partners will
begin marketing Chaparosa Apartments over the next several months. There can
be no assurance that a sale will be completed or that any particular price for
the property can be obtained.
Since early in 1992, Southridge had been seeking mortgage loan modifications.
During the fourth quarter of 1993, the modifications were executed on the
mortgage loans secured by Oaktree Village and Park View Village. These
modifications were effective retroactively to March 1, 1993. Pursuant to the
terms of the modification, Southridge agreed to pay the Partnership a fee of
$193,518, which is equal to 2% of the original loan amounts. Half of the fee,
$96,759, was paid at the closing of the modification and the other half will be
due upon sale or refinancing of the properties to the extent that there are net
sales proceeds available. The modifications contain the following provisions:
(1) the maturity dates of the loans secured by Oaktree Village and Park View
Village were extended by three years to September 30, 1997 and December 31,
1997, respectively; (2) the stated interest rate of the loans was reduced from
12% to 8.5% and (3) interest ceased to accrue on deferred interest accrued to
date. For additional discussion on the modifications, see Note 4 to the
Financial Statements incorporated herein by reference to the Partnership's
Annual Report to Unitholders for the fiscal year ended November 30, 1995.
The General Partners declared a cash distribution of $5.00 per Unit for the
quarter ended November 30, 1995 which was paid to investors on January 16,
1996. The level of future distributions will be evaluated on a quarterly basis
and will depend on the Partnership's operating results and future cash needs.
It is anticipated that cash from reserves may be required to fund a portion of
the distributions during 1996 as a result of capital expenditures required at
Bryn Athyn.
Results of Operations
1995 versus 1994
Partnership operations for the year ended November 30, 1995 generated net
income of $1,188,552 compared with net income of $452,116 for fiscal 1994. The
increase is primarily attributable to a reduction in provision for losses,
discussed below.
Rental income totaled $2,431,302 for the year ended November 30, 1995 compared
with $2,294,509 for fiscal 1994. This increase is mainly attributable to
higher rental rates at both of the Partnership's wholly-owned properties.
Mortgage interest income during fiscal 1995 was unchanged from fiscal 1994.
Interest and other income totaled $100,829 for the fiscal year ended November
30, 1995 compared to $66,385 in fiscal 1994. The increase is the result of the
Partnership earning higher interest rates on its invested cash in 1995 compared
to 1994.
Total expenses for the year ended November 30, 1995 were $2,186,555 compared
with $2,777,424 for fiscal 1994. The provision for losses was $300,000 for the
year ended November 30, 1995 compared with $937,593 for the year ended November
30, 1994. The provision for losses relates to the difference between the
carrying amount of the Partnership's loans, including deferred interest
receivable, and the fair market value of the properties, as determined by an
independent appraisal conducted in November 1995. The Oaktree Village and Park
View Village mortgages are current as of November 30, 1995, and the provision
does not impede the full collectability of the loan.
Property operating expenses totaled $1,375,079 for the year ended November 30,
1995 compared with $1,314,991 for fiscal 1994. The increase is primarily due
to the expenses incurred at the Bryn Athyn property for additional plumbing
expenses as a result of the leaking plastic water pipes, discussed in
"Liquidity and Capital Resources." These costs will be recovered through the
settlement with the Plumbing Claims Group. The increase can also be attributed
to higher rental administration expenses at Bryn Athyn and increased real
estate taxes at Chaparosa due to a higher assessment. Partially offsetting
these increases was a reduction in repairs and maintenance expenses at
Chaparosa. In 1994, the Partnership incurred higher expenses to repair breaks
in Chaparosa's sewer lines.
1994 versus 1993
Partnership operations for the year ended November 30, 1994 generated net
income of $452,116 compared with net income of $1,156,690 for fiscal 1993. The
decrease is primarily attributable to a reduction in mortgage interest, higher
operating costs and an increased provision for losses, discussed below.
Rental income totaled $2,294,509 for the year ended November 30, 1994 compared
with $2,119,923 for fiscal 1993. This increase is mainly attributable to
higher rental rates at both of the Partnership's wholly-owned properties.
Mortgage interest income totaled $822,452 for the year ended November 30, 1994
compared with $1,051,902 for fiscal 1993. The decrease is due to the
restructuring of the Partnership's mortgage loans secured by Oaktree Village
and Park View Village which resulted in a lower interest rate.
Total expenses for the year ended November 30, 1994 were $2,777,424 compared
with $2,114,810 for fiscal 1993. The provision for losses was $937,593 for the
year ended November 30, 1994 compared with $411,769 for the year ended November
30, 1993. The provision for losses relates to the difference between the
carrying amount of the Partnership's loans, including deferred interest
receivable, and the fair market value of the properties, as determined by an
independent appraisal conducted in November 1994. The higher provision in 1994
is due to a decrease in appraised value of both Oaktree Village and Park View
Village. The decrease in the appraised values reflects competitive conditions
in Orlando and Jacksonville, and for Park View Village, ongoing road
construction at the entrance to the property which has impacted the
Partnership's ability to market the rental units. The loans remain current,
and the provision does not impede full collectability of the loan payments.
Property operating expenses totaled $1,314,991 for the year ended November 30,
1994 compared with $1,181,083 for fiscal 1993. The increase is primarily due
to expenses incurred at the Chaparosa property to repair breaks in the
property's sewer lines. In addition, the Bryn Athyn property incurred
additional plumbing expenses in 1994 as a result of the leaking plastic water
pipes, discussed in "Liquidity and Capital Resources." The increase can also
be attributed to routine repairs and maintenance expenditures for carpet and
flooring replacement, pool repairs and landscaping at both of the Partnership's
wholly-owned properties.
General and administrative expenses totaled $134,569 for the year ended
November 30, 1994, compared with $153,804 in fiscal 1993. The decrease is
primarily attributable to reductions in Partnership out of pocket expenses and
professional fees.
For the years ended November 30, 1995, 1994 and 1993, average occupancy levels
at the Partnership's two properties and at the properties securing the
Partnership's equity participating loans were as follows:
Real Estate Investments 1995 1994 1993
Bryn Athyn Apartments 96% 97% 96%
Chaparosa Apartments 97% 95% 95%
Mortgage Loan Investments:
Oaktree Village 96% 95% 95%
Park View Village 95% 95% 93%
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for
the fiscal year ended November 30, 1995, which is filed as an exhibit under
Item 14. Supplementary Data is incorporated by reference to pages F-1 to F-6
of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Registrant has no officers or directors. RPI Services and ConAm Services,
the co-General Partners of the Registrant, jointly manage and control the
affairs of the Registrant and have general responsibility and authority in all
matters affecting its business.
RPI Services
RPI Services (formerly Hutton Real Estate Services VI, Inc.) is a Delaware
Corporation formed on August 2, 1982, as a wholly-owned subsidiary of LB I
Group Inc. (formerly E.F. Hutton Group Inc.). LB I Group Inc. is now a
wholly-owned subsidiary of Lehman. See the section captioned "Certain Matters
Involving Affiliates of RPI Services" for a description of Hutton's acquisition
by Shearson Lehman Brothers, Inc. ("Shearson") and the subsequent sale of
certain of Shearson's domestic retail brokerage and asset management businesses
to Smith Barney, Harris Upham & Co. Incorporated ("Smith Barney"), which
resulted in a change in the general partner's name.
Certain officers and directors of RPI Services are now serving (or in the past
have served) as officers or directors of entities which act as general partners
of a number of real estate limited partnerships which have sought protection
under the provisions of the Federal Bankruptcy Code. The partnerships which
have filed bankruptcy petitions own real estate which has been adversely
affected by the economic conditions in the markets in which the real estate is
located and, consequently, the partnerships sought the protection of the
bankruptcy laws to protect the partnerships' assets from loss through
foreclosure. The names and positions held by the directors and executive
officers of RPI Services who perform policy making functions for the
Partnership are set forth below. There are no family relationships between any
executive officers or directors.
Name Office
Paul L. Abbott Director, President, Chief
Executive Officer and Chief
Financial Officer
Donald E. Petrow Vice President
Kate Hobson Vice President
Paul L. Abbott, 50, is a Managing Director of Lehman. Mr. Abbott joined Lehman
in August 1988, and is responsible for investment management of residential,
commercial and retail real estate. Prior to joining Lehman, Mr. Abbott was a
real estate consultant and a senior officer of a privately held company
specializing in the syndication of private real estate limited partnerships.
From 1974 through 1983, Mr. Abbott was an officer of two life insurance
companies and a director of an insurance agency subsidiary. Mr. Abbott
received his formal education in the undergraduate and graduate schools of
Washington University in St. Louis.
Donald E. Petrow, 39, is a First Vice President of Lehman Brothers Inc. Since
March 1989, he has been responsible for the investment management and
restructuring of various investment portfolios, including but not limited to,
federal insured mortgages, tax exempt bonds, multifamily and commercial real
estate. From November 1981 to February 1989, Mr. Petrow, as Vice President of
Lehman, was involved in investment banking activities relating to partnership
finance and acquisitions. Prior to joining Lehman, Mr. Petrow was employed in
accounting and equipment leasing firms. Mr. Petrow holds a B.S. Degree in
accounting from Saint Peters College and an M.B.A in Finance from Pace
University.
Kate Hobson, 29, is an Assistant Vice President of Lehman and has been a member
of the Diversified Asset Group since 1992. Prior to joining Lehman, Ms. Hobson
was associated with Cushman & Wakefield serving as a real estate accountant
from 1990 to 1992. Prior to that, Ms. Hobson was employed by Cambridge
Systematics, Inc. as a junior land planner. Ms. Hobson received a B.A. degree
in sociology from Boston University in 1988.
ConAm Services
ConAm Services is a California limited partnership organized on August 30,
1982. The sole general partner of ConAm Services is Continental American
Development, Inc. ("ConAm Development"). The names and positions held by the
directors and executive officers of ConAm Development are set forth below.
There are no family relationships between any officers or directors.
Name Office
Daniel J. Epstein President and Director
E. Scott Dupree Vice President/Director
Robert J. Svatos Vice President/Director
Ralph W. Tilley Vice President
J. Bradley Forrester Vice President
Daniel J. Epstein, 56, has been the President and a Director of ConAm
Development and ConAm Management (or its predecessor firm) and a general
partner of Continental American Properties, Ltd. ("ConAm"), an affiliate of
ConAm Services, since their inception. Prior to that time Mr. Epstein was Vice
President and a Director of American Housing Guild, which he joined in 1969.
At American Housing Guild, he was responsible for the formation of the
Multi-Family Division and directed its development and property management
activities. Mr. Epstein holds a Bachelor of Science degree in Engineering from
the University of Southern California.
E. Scott Dupree, 45, is a Vice President and general counsel of ConAm
Management responsible for negotiation, documentation, review and closing of
acquisition, sale and financing proposals. Mr. Dupree also acts as principal
legal advisor on general legal matters ranging from issues and contracts
involving the management company to supervision of litigation and employment
issues. Prior to joining ConAm Management in 1985, he was corporate counsel to
Trusthouse Forte, Inc., a major international hotel and restaurant corporation.
Mr. Dupree holds a B.A. from United States International University and a Juris
Doctorate degree from the University of San Diego.
Robert J. Svatos, 37, is a Vice President and is the Chief Financial Officer of
ConAm Management since 1988. His responsibilities include the accounting,
treasury and data processing functions of the organization. Prior to joining
ConAm Management in 1988, he was the Chief Financial Officer for AmeriStar
Financial Corporation, a nationwide mortgage banking firm. Mr. Svatos holds an
M.B.A. in Finance from the University of San Diego and a Bachelor's of Science
degree in Accounting from the University of Illinois. He is a Certified Public
Accountant.
Ralph W. Tilley, 41, is a Vice President and Treasurer of ConAm Management. He
is responsible for the financial aspects of syndications and acquisitions, the
company's asset management portfolio and risk management activities. Prior to
joining ConAm Management in 1980, he was a senior accountant with KPMG Peat
Marwick, specializing in real estate. He holds a Bachelor's of Science degree
in Accounting from San Diego State University and is a Certified Public
Accountant.
J. Bradley Forrester, 38, currently serves as a Senior Vice President of ConAm
Management Corporation. He is responsible for property acquisition and
disposition on a nationwide basis. Additionally, he is involved with the
company's real estate development activities. Prior to joining ConAm, Mr.
Forrester served as Senior Vice President - Commercial Real Estate for First
Nationwide Bank in San Francisco, where he was responsible for a $2 billion
problem asset portfolio including bank-owned real estate and non-performing
commercial real estate loans. His past experience includes significant
involvement in real estate development and finance, property acquisitions and
dispositions and owner's representation matters. Prior to entering the real
estate profession, he worked for KPMG Peat Marwick in Dallas, Texas. Mr.
Forrester holds a Bachelor of Science degree in Accounting from Louisiana State
University. He received his CPA certification in the state of Texas.
Certain Matters Involving Affiliates of RPI Services
On July 31, 1993, Shearson sold certain of its domestic retail brokerage and
asset management businesses to Smith Barney. Subsequent to the sale, Shearson
changed its name to "Lehman Brothers Inc". The transaction did not affect the
ownership of the Partnership's General Partners. However, the assets acquired
by Smith Barney included the name "Hutton." Consequently, the Hutton Real
Estate Services VI, Inc. general partner changed its name to "RPI Real Estate
Services, Inc.," and the Hutton Group changed its name to "LB I Group Inc." to
delete any reference to "Hutton."
Item 11. Executive Compensation
Neither of the General Partners nor any of their directors or executive
officers received any compensation from the Registrant. See Item 13 below with
respect to a description of certain costs of the General Partners and their
affiliates reimbursed by the Registrant.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of November 30, 1995, no person was known by the Registrant to be the
beneficial owner of more than five percent of the Units of the Registrant.
Neither of the General Partners nor any of their directors or executive
officers owns any Units.
Item 13. Certain Relationships and Related Transactions
RPI Services and ConAm Services each received $50,784 as its allocable share of
Net Cash from Operations with respect to the fiscal year ended November 30,
1995, pursuant to the Certificate and Agreement of Limited Partnership of
Registrant. Pursuant to the Certificate and Agreement of Limited Partnership
of Registrant, for the fiscal year ended November 30, 1995, $74,254 of the
Registrant's income was allocated to the General Partners ($37,743 to RPI
Services and $36,511 to ConAm Services). For a description of the share of Net
Cash from Operations and the allocation of income and loss to which the General
Partners are entitled, reference is made to the material contained on pages 76
through 78 of the Prospectus of the Registrant dated June 24, 1983 (the
"Prospectus"), contained in Amendment No. 3 to Registrant's Registration
Statement No. 2-79116, under the section captioned "Profit and Losses and Cash
Distributions," which section is incorporated herein by reference thereto.
The Registrant has entered into property management agreements with ConAm
Management pursuant to which ConAm Management has assumed direct responsibility
for day to day management of the Bryn Athyn Apartments and Chaparosa
Apartments. The services include the supervision of leasing, rent collection,
maintenance, budgeting, employment of personnel, payment of operating expenses,
etc. For such services, ConAm Management is entitled to receive a property
management fee as described on page 33 of the Prospectus under the caption,
"Investment Objectives and Policies - Management of Properties," which
description is herein incorporated by reference. A summary of property
management fees earned by ConAm Management during the past three fiscal years
is incorporated herein by reference to Note 6 to the Financial Statements
included in the Partnership's Annual Report to Unitholders for the fiscal year
ended November 30, 1995.
Southridge, the owner of Oaktree and Park View has entered into property
management agreements with ConAm Management pursuant to which ConAm Management
has assumed direct responsibility for day to day management of the Southridge
properties subject to the Southridge loans and, prior to January 31, 1992, the
Chaparosa loan. For such services, during the twelve months ended November 30,
1995, ConAm Management earned property management fees aggregating $104,514,
from Southridge.
Pursuant to Section 11(g) of Registrant's Certificate and Agreement of Limited
Partnership, the General Partners and affiliates may be reimbursed by the
Registrant for certain of their costs as described on page 14 of the
Prospectus, which description is incorporated herein by reference thereto.
First Data Investor Services Group provides partnership accounting and investor
relations services for the Registrant. Prior to May 1993, these services were
provided by an affiliate of a general partner. The Registrant's transfer agent
and certain tax reporting services are provided by Service Data Corporation.
Both First Data Investor Services Group and Service Data Corporation are
unaffiliated companies. A summary of amounts paid to the General Partners or
their affiliates during the past three fiscal years is incorporated by
reference to Note 6 to the Financial Statements included in the Partnership's
Annual Report to Unitholders for the fiscal year ended November 30, 1995.
PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
(a)(1) Financial Statements: Page
Balance Sheets - November 30, 1995 and 1994 (1)
Statements of Operations - For the years ended
November 30, 1995, 1994 and 1993 (1)
Statements of Partners' Capital - For the years
ended November 30, 1995, 1994 and 1993 (1)
Statements of Cash Flows - For the years ended
November 30, 1995, 1994 and 1993 (1)
Notes to Financial Statements (1)
Report of Independent Accountants (1)
(a)(2) Financial Statement Schedules:
Schedule III - Real Estate and Accumulated Depreciation F-1
Schedule IV - Mortgage Loans on Real Estate F-4
Report of Independent Accountants F-6
(1) Incorporated by reference to the Partnership's Annual Report to
Unitholders for the fiscal year ended November 30, 1995, filed as an
exhibit under Item 14.
(a)(3) Exhibits
(4)(A) Certificate and Agreement of Limited Partnership (included as,
and incorporated herein by reference to, Exhibit A to the
Prospectus of Registrant dated June 24, 1983, contained in
Amendment No. 3 to Registration Statement No. 2-79116 of
Registrant filed June 21, 1983).
(B) Subscription Agreement and Signature Page (included as, and
incorporated herein by reference to, Exhibit 3.1 to Amendment
No. 2 to Registration Statement No. 2-79116 of Registrant filed
June 13, 1983).
(10)(A) Loan Documents (Loan Commitment; Promissory Note; and Mortgage,
Assignment of Rents and Security Agreement) relating to Oaktree
Village, between the Registrant and Southridge Partners I, and
the exhibits thereto (included as, and incorporated herein by
reference to, Exhibit (10)(A) to the Registrant's Annual Report
on Form 10-K for the fiscal year ended November 30, 1984 (the
"1984 Annual Report")).
(B) Loan Documents (Loan Commitment; Promissory Note; and Deed of
Trust, Assignment of Rents and Security Agreement) relating to
Chaparosa Apartments, between the Registrant and Southridge
Partners I, and the exhibits thereto (included as, and
incorporated herein by reference to, Exhibit (10)(B) to the
1984 Annual Report).
(C) Loan Documents (Loan Commitment; Promissory Note; and Mortgage,
Assignment of Rents and Security Agreement) relating to Park
View Village (formerly Park View Estates), between the
Registrant and Southridge Partners I, and the exhibits thereto
(included as, and incorporated herein by reference to,
Exhibit(10)(C) to the 1984 Annual Report).
(D) Conveyance Documents relating to Chaparosa Apartments dated
January 31, 1992 (included as, and incorporated herein by
reference to, Exhibit (10)(F) to the Registrant's Annual Report
on Form 10-K filed on February 27, 1992 for the fiscal year
ended November 30, 1991).
(E) Property Management Agreement between Hutton/ConAm Realty
Pension Investors and Con Am Management Corporation for the
Bryn Athyn property (included as, and incorporated herein by
reference to, Exhibit 10-E to the Registrant's 1993 Annual
Report on Form 10-K filed on February 28, 1994).
(F) Property Management Agreement between Hutton/ConAm Realty
Pension Investors and Con Am Management Corporation for the
Chaparosa property (included as, and incorporated herein by
reference, to Exhibit 10-F to the Registrant's 1993 Annual
Report on Form 10-K filed on February 28, 1994).
(G) Note and Modification Agreement between Southridge Partners I
and Hutton/ConAm Realty Pension Investors dated November 23,
1993 for Park View Village (included as, and incorporated
herein by reference to, Exhibit 10-G to the Registrant's 1993
Annual Report on Form 10-K filed on February 28, 1994).
(H) Note and Modification Agreement between Southridge Partners I
and Hutton/ConAm Realty Pension Investors dated November 23,
1993 for Oaktree Village (included as, and incorporated herein
by reference to, Exhibit 10-H to the Registrant's 1993 Annual
Report on Form 10-K filed on February 28, 1994).
(13) Annual Report to Unitholders for the fiscal year ended November
30, 1995.
(27) Financial Data Schedule
(99) Portions of the Prospectus of the Registrant dated June 24,
1983 (included as, and incorporated herein by reference to,
Exhibit 28 to the Registrant's 1987 Annual Report on Form 10-K
for the fiscal year ended November 30, 1987).
(b) Reports on Form 8-K
No reports on Form 8-K were filed in the fourth quarter of
fiscal 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: February 28, 1996
HUTTON/CONAM REALTY PENSION INVESTORS
BY: RPI Real Estate Services, Inc.
General Partner
BY: /S/ Paul L. Abbott
Name: Paul L. Abbott
Title: Director, President,
Chief Executive Officer
and Chief Financial Officer
BY: ConAm Property Services III, Ltd.
General Partner
BY: Continental American Development, Inc.
General Partner
BY: /S/ Daniel J. Epstein
Name: Daniel J. Epstein
Title: President, Director and
Principal Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capabilities and on the dates indicated.
RPI REAL ESTATE SERVICES, INC.
A General Partner
Date: February 28, 1996
BY: /S/ Paul L. Abbott
Paul L. Abbott
Director, President,
Chief Executive Officer
and Chief Financial Officer
Date: February 28, 1996
BY: /S/ Donald E. Petrow
Donald E. Petrow
Vice President
Date: February 28, 1996
BY: /S/ Kate Hobson
Kate Hobson
Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
CONAM PROPERTY SERVICES III, LTD.
A General Partner
By: Continental American Development, Inc.
General Partner
Date: February 28, 1996
BY: /S/ Daniel J. Epstein
Daniel J. Epstein
Director, President and
Principal Executive Officer
Date: February 28, 1996
BY: /S/ E. Scott Dupree
E. Scott Dupree
Vice President/Director
Date: February 28, 1996
BY: /S/ Robert J. Svatos
Robert J. Svatos
Vice President/Director
Date: February 28, 1996
BY: /S/ Ralph W. Tilley
Ralph W. Tilley
Vice President
Date: February 28, 1996
BY: /S/ J. Bradley Forrester
J. Bradley Forrester
Vice President
Hutton/ConAm Realty Pension Investors
Exhibit 13
Hutton/ConAm Realty Pension Investors
1995 Annual Report
--------------- HUTTON/CONAM REALTY PENSION INVESTORS ---------------
Hutton/ConAm Realty Pension Investors is a New York limited partnership formed
in 1984 to invest in multifamily housing properties through equity
participating loans secured by first mortgages or deeds of trust. The
Partnership's investment portfolio currently consists of two mortgage loans
secured by apartment properties in Florida and two apartment complexes located
in North Carolina and Texas, which were acquired by the Partnership in 1989 and
1992, respectively.
Average Occupancy
Property Location 1995 1994
________________________________________________________________________
Bryn Athyn Apartments Raleigh, North Carolina 96% 97%
Chaparosa Apartments Irving, Texas 97% 95%
Oaktree Village* Jacksonville, Florida 96% 95%
Park View Village* Winter Park, Florida 95% 95%
________________________________________________________________________
*The Partnership owns a mortgage interest in these properties.
Administrative Inquiries Performance Inquiries/Form 10-Ks
Address Changes/Transfers First Data Investor Services Group
Service Data Corporation P.O. Box 1527
2424 South 130th Circle Boston, Massachusetts 02104-1527
Omaha, Nebraska 68144 Attn: Financial Communications
800-223-3464 (select option 1) 800-223-3464 (select option 2)
Contents
1 Message to Investors
3 Financial Highlights
4 Financial Statements
7 Notes to Financial Statements
13 Report of Independent Accountants
14 Net Asset Valuation
--------------- MESSAGE TO INVESTORS ---------------
Presented for your review is the 1995 Annual Report for Hutton/ConAm Realty
Pension Investors. In this report, we review Partnership operations and market
conditions affecting the Partnership's wholly-owned properties (Bryn Athyn
Apartments and Chaparosa Apartments) and those collateralizing its mortgage
loans (Oaktree Village and Park View Village).
Cash Distributions
The Partnership paid cash distributions totaling $20 per Unit for the year
ended November 30, 1995, including the fourth quarter distribution of $5.00 per
Unit which was credited to your brokerage account or sent directly to you on
January 16, 1996. Since inception, the Partnership has paid distributions
totalling $480.68 per original $500 Unit, including $206 per Unit in return of
capital payments. The level of future distributions will be evaluated on a
quarterly basis and will depend on the Partnership's operating results and
future cash needs. It is anticipated that cash from reserves may be required
to fund a portion of the distributions during 1996 as a result of the capital
expenditures required at Bryn Athyn which are discussed in this report.
Market Overview
The solid recovery of multifamily housing in most regions of the country began
to level off during 1995. New construction intensified competition in many
areas with building permits for multifamily units up almost 22% in 1995
compared to 1994 levels. In addition, falling interest rates induced many
renters to purchase homes. Despite these trends, strong population and job
growth in the areas where the Partnership's properties are located helped
strengthen multifamily housing and brought about improved performance at the
Partnership's wholly-owned properties. Both Bryn Athyn and Chaparosa sustained
average occupancy rates for the year at or above 95% and recorded higher
average rental income from the prior year.
Chaparosa Apartments
Chaparosa Apartments, located in Irving, Texas, reported an average occupancy
rate of 97% during fiscal 1995, comparing favorably to occupancy rates in the
local apartment market which fluctuated between 90% and 97%. Rental rate
increases were instituted on renewal units, resulting in a 9% increase in
rental income. In light of the property's improved operating performance, the
General Partner's will begin marketing Chaparosa over the next several months.
There can be no assurance that a sale will be completed or that any particular
price for the property can be obtained.
Bryn Athyn Apartments
The Raleigh-Durham market continues to strengthen and vacancy levels remain
low, positive trends which were reflected in the operations at Bryn Athyn,
located in Raleigh, North Carolina. Raleigh's population growth and the
addition of jobs in the area has kept pace with apartment construction in
recent years, and it is expected that the combination of factors will result in
continued growth in the area. Bryn Athyn maintained an average occupancy rate
of 96% and recorded a 3% increase in rental income from fiscal 1994. The
strong market conditions have spurred new construction and, as of September
1995, eight new projects were under construction containing approximately 1,800
units. Given the area's strong economy and healthy absorption, it is not
expected that the new construction will have a materially adverse impact on the
apartment market.
As discussed in previous reports, the General Partners signed a settlement in
the third quarter of 1995 requiring the Plumbing Claims Group to cover the
majority of the costs associated with the replumbing work required at Bryn
Athyn Apartments. While approximately $67,500 of plumbing repair work will not
be covered by the Plumbing Claims Group, the Partnership has sufficient cash
reserves to fund the shortfall.
Upon completion of the property's plumbing repairs, a number of capital
improvement projects which had been deferred, such as painting and wood
replacement, will commence. This improvement program is intended to maintain
the property's competitive position within its market. It is also hoped that
these improvements will allow for greater increases in rental rates, thereby
improving the property's revenue and ultimately its sales value.
Mortgage Loan Investments
The properties securing the Partnership's mortgage loans, Oaktree Village in
Jacksonville, Florida and Park View Village in Winter Park, Florida, also
registered stable operating results in 1995. Both maintained an average
occupancy rate of at least 95%, however, competitive conditions in the markets
where the properties are located permitted only slight rental rate increases.
The borrower continues to closely monitor operating expenses at both properties
and implement capital improvements on an "as needed" basis. In light of the
increasing age of the properties and severe weather conditions in many Florida
markets this fall, the borrower has notified the Partnership that capital
expenditures for 1996 may be significantly higher than 1995 levels. An
evaluation of the capital requirements at both properties is currently underway
to determine which improvements need to be completed immediately and which can
be deferred. We will update you on significant developments in future reports.
Summary
Given favorable market conditions, particularly in Irving, Texas, the General
Partners will begin marketing Chaparosa Apartments over the next several
months. In addition, we will implement extensive property improvements at the
Bryn Athyn property to better position that property within its market. With
respect to the properties securing the Partnership's two mortgage loans, we
will closely monitor capital improvements required at both properties and the
borrower's plans for completing the work. We will keep you apprised of the
status of the Partnership's wholly-owned properties and mortgage loan
investments in future reports.
Very truly yours,
/S/ Paul L. Abbott /S/ Daniel J. Epstein
Paul L. Abbott Daniel J. Epstein
President President
RPI Real Estate Services, Inc. Continental American Development, Inc.
General Partner of ConAm Property
Services III, Ltd.
February 28, 1996
--------------- FINANCIAL HIGHLIGHTS ---------------
Selected Financial Data
For the Periods Ended November 30,
(dollars in thousands, except per Unit data)
1995 1994 1993 1992 1991
Total Revenue $ 3,375 $ 3,230 $ 3,272 $ 3,566 $ 3,393
Net Income 1,189 452 1,157 1,458 2,306
Net Cash Provided by
Operating Activities 1,880 1,733 1,768 1,971 1,613
Total Assets at
Year End 21,818 22,650 23,813 23,603 23,365
Net Income per
Limited Partnership
Unit (96,490 Units) 11.55 4.30 11.45 14.54 20.48
Distributions per
Limited Partnership
Unit (96,490 Units) 20.00 18.00 10.00 10.00 20.00
- - - Total revenue increased 4% from 1994 to 1995, primarily due to higher rental
income and an increase in interest income due to higher interest rates in
1995 compared to 1994.
- - - The increase in net income is primarily attributable to a reduction in
provision for losses.
- - - The increase in net cash provided by operating activities is attributable to
an increase in rental income.
Quarterly Cash Distributions
Per Limited Partnership Unit
1995 1994
First Quarter 5.00 4.00
Second Quarter 5.00 4.00
Third Quarter 5.00 5.00
Fourth Quarter 5.00 5.00
Total $ 20.00 $ 18.00
Distributions to the Limited Partners with respect to fiscal 1994 and 1995
operations were made primarily from interest income generated from the
Southridge loans and rental income from Bryn Athyn and Chaparosa.
Balance Sheets
November 30, 1995 and 1994
Assets 1995 1994
Investments in real estate:
Properties $ 10,450,002 $ 10,450,002
Less accumulated depreciation (1,906,839) (1,536,168)
Mortgage loan investments 9,675,900 9,675,900
Total investments in
real estate 18,219,063 18,589,734
Cash and cash equivalents 1,979,963 2,131,720
Interest receivable - deferred, net of
accumulated provision for
losses of $2,245,176 in 1995
and $1,945,176 in 1994 1,574,100 1,874,100
Other assets 45,360 54,447
Total Assets $ 21,818,486 $ 22,650,001
Liabilities and Partners' Capital
Liabilities:
Distribution payable $ 507,842 $ 507,842
Accounts payable and accrued
expenses 251,316 228,662
Due to general partners and
affiliates 28,664 25,675
Deferred income - loan
modification fees 40,318 60,842
Security deposits 66,052 59,870
Total Liabilities 894,192 882,891
Partners' Capital:
General Partners 277,831 305,145
Limited Partners 20,646,463 21,461,965
Total Partners' Capital 20,924,294 21,767,110
Total Liabilities and
Partners' Capital $ 21,818,486 $ 22,650,001
Statements of Partners' Capital
For the years ended November 30, 1995, 1994 and 1993
General Limited
Partners Partners Total
Balance at December 1, 1992 $ 358,060 $ 22,644,160 $ 23,002,220
Net income 52,194 1,104,496 1,156,690
Cash distributions (50,784) (964,900) (1,015,684)
Balance at November 30, 1993 359,470 22,783,756 23,143,226
Net income 37,087 415,029 452,116
Cash distributions (91,412) (1,736,820) (1,828,232)
Balance at November 30, 1994 305,145 21,461,965 21,767,110
Net income 74,254 1,114,298 1,188,552
Cash distributions (101,568) (1,929,800) (2,031,368)
Balance at November 30, 1995 $ 277,831 $ 20,646,463 $ 20,924,294
Statements of Operations
For the years ended November 30, 1995, 1994 and 1993
Income 1995 1994 1993
Rental $ 2,431,302 $ 2,294,509 $ 2,119,923
Mortgage interest 822,452 822,452 1,051,902
Interest and other income 100,829 66,385 55,254
Loan origination fees -- 25,670 29,028
Loan modification fees 20,524 20,524 15,393
Total Income 3,375,107 3,229,540 3,271,500
Expenses
Property operating 1,375,079 1,314,991 1,181,083
Provision for losses 300,000 937,593 411,769
Depreciation and amortization 370,671 390,271 368,154
General and administrative 140,805 134,569 153,804
Total Expenses 2,186,555 2,777,424 2,114,810
Net Income $ 1,188,552 $ 452,116 $ 1,156,690
Net Income Allocated:
To the General Partners $ 74,254 $ 37,087 $ 52,194
To the Limited Partners 1,114,298 415,029 1,104,496
$ 1,188,552 $ 452,116 $ 1,156,690
Per limited partnership unit
(96,490 outstanding) $11.55 $4.30 $11.45
Statements of Cash Flows
For the years ended November 30, 1995, 1994 and 1993
Cash Flows from Operating
Activities: 1995 1994 1993
Net income $ 1,188,552 $ 452,116 $ 1,156,690
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 370,671 390,271 368,154
Deferred income - loan
origination fees -- (25,670) (29,028)
Deferred income - loan
modification fees (20,524) (20,524) 81,366
Provision for losses 300,000 937,593 411,769
Increase (decrease) in cash
arising from changes
in operating assets
and liabilities:
Interest receivable
- current -- -- 18,352
Interest receivable
- deferred, net -- 12,407 (220,076)
Other assets 9,087 (18,716) (35,731)
Accounts payable and
accrued expenses 22,654 (2,431) 21,362
Due to general
partners and
affiliates 2,989 1,337 (7,296)
Security deposits 6,182 6,633 2,231
Net cash provided by operating
activities 1,879,611 1,733,016 1,767,793
Cash Flows from Investing Activities:
Additions to real estate -- (400,803) (550,067)
Net cash used for investing
activities -- (400,803) (550,067)
Cash Flows from Financing Activities:
Distributions (2,031,368) (1,574,311) (1,015,684)
Net cash used for financing
activities (2,031,368) (1,574,311) (1,015,684)
Net increase (decrease) in cash
and cash equivalents (151,757) (242,098) 202,042
Cash and cash equivalents at
beginning of period 2,131,720 2,373,818 2,171,776
Cash and cash equivalents at
end of period $ 1,979,963 $ 2,131,720 $ 2,373,818
Notes to Financial Statements
For the years ended November 30, 1995, 1994 and 1993
1. Organization
Hutton/ConAm Realty Pension Investors (the "Partnership") was organized as a
limited partnership under the laws of the State of New York pursuant to a
Certificate and Agreement of Limited Partnership (the "Partnership Agreement")
dated January 23, 1984, as amended on January 26, 1984. The Partnership was
formed for the purpose of financing investments in certain types of residential
real estate by making equity participating loans and equity convertible loans.
The general partners of the Partnership are RPI Real Estate Services Inc., an
affiliate of Lehman Brothers Inc. (see below), and ConAm Property Services III,
Ltd., an affiliate of Continental American Properties, Ltd (the "General
Partners"). The Partnership will continue until December 31, 2010 unless
sooner terminated pursuant to the terms of the Partnership Agreement.
On July 31, 1993, Shearson Lehman Brothers Inc. sold certain of its domestic
retail brokerage and asset management businesses to Smith Barney, Harris Upham
& Co. Incorporated ("Smith Barney"). Subsequent to the sale, Shearson changed
its name to "Lehman Brothers Inc." ("Lehman Brothers"). The transaction did
not affect the ownership of the General Partners. However, the assets acquired
by Smith Barney included the name "Hutton." Consequently, effective October 8,
1993, the Hutton Real Estate Services VI, Inc. General Partner changed its name
to "RPI Real Estate Services Inc."
2. Significant Accounting Policies
Mortgage Loan Investments and Interest Receivable - The Partnership reviews, on
a periodic basis, each of the loans in its portfolio. An allowance for losses
is established when the carrying value of the loan, including deferred
interest, exceeds fair value (see Note 5). The fair value of the Partnership's
loans are determined by independent appraisals which are performed annually and
include a discounting of estimated future cash flows.
Real Estate Investments - Real estate investments consist of properties
acquired through foreclosure proceedings or acceptance of a deed in lieu of
foreclosure, and troubled loans, accounted for as in-substance foreclosures.
Such properties are recorded at cost less accumulated depreciation. These
properties are the Bryn Athyn Apartment complex located in Raleigh, North
Carolina and the Chaparosa Apartment complex located in Irving, Texas.
Leases are accounted for under the operating method. Under this method,
revenue is recognized as rentals are earned and expenses (including
depreciation) are charged to operations when incurred. Leases are generally
for terms of one year or less.
Depreciation is computed using the straight-line method based upon the
estimated useful life of the property. Maintenance and repairs are charged to
operations as incurred. Significant betterments and improvements are
capitalized and depreciated over their estimated useful lives.
For assets sold or otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts, and any resulting gain or loss is
reflected in income for the period.
Accounting for Impairment - In March 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" ("FAS 121"), which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. FAS 121 also addresses the accounting
for long-lived assets that are expected to be disposed of. The Partnership has
adopted FAS 121 in the fourth fiscal quarter of 1995. Based on current
circumstances, the adoption had no impact on the financial statements.
Loan Placement Costs - Costs incurred in connection with investments are
recorded as assets and amortized over the applicable loan periods. These costs
have been fully amortized.
Loan Origination Fees - Loan origination fees are deferred and recognized over
the applicable loan periods. These costs have been fully amortized.
Loan Modification Fees - Loan modification fees are deferred and recognized
over the applicable extended loan periods, pursuant to the terms of the loan
modification (see Note 4).
Offering Costs - Costs relating to the sale of limited partnership units were
deferred during the offering period and charged to the limited partners'
capital accounts upon the consummation of the public offering.
Interest Income - The Partnership recognizes interest income based upon terms
of the respective mortgages. The mortgages require a current pay rate and had
provided for the deferral of interest through the effective date of the
modification (see Note 4). The continued income recognition of deferred
interest is contingent upon the fair value of the underlying property exceeding
the aggregate carrying value of the mortgage and applicable deferred interest.
Income Taxes - No provision for income taxes has been made in the financial
statements since income, losses and tax benefits are passed through to the
individual partners.
Cash and Cash Equivalents - Cash equivalents consist of short-term highly
liquid investments which have maturities of three months or less from date of
issuance. Cash and cash equivalents include security deposits of $33,052 and
$29,945 at November 30, 1995 and 1994, respectively, restricted under state
statutes.
Concentration of Credit Risk - Financial instruments which potentially subject
the Partnership to a concentration of credit risk principally consist of cash
and cash equivalents in excess of the financial institutions' insurance limits.
The Partnership invests available cash with high credit quality financial
institutions.
Use of Estimates - The preparation of financial statements in conformity with
the generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
3. The Partnership Agreement
The Partnership Agreement provides that net distributable cash, as defined,
will be distributed, 95% to the limited partners and 5% to the General Partners
until each limited partner has received an amount equal to a 12% non-cumulative
annual return on his adjusted capital value (as defined). The balance, if any,
will be distributed 90% to the limited partners and 10% to the General
Partners.
Net loss and all depreciation for any fiscal year will be allocated 99% to the
limited partners and 1% to the General Partners.
Net income before depreciation will be allocated as follows:
(a) To the extent that net income before depreciation does not exceed the
amount of net distributable cash distributable to the partners with
respect to such fiscal year, net income before depreciation shall be
allocated among the partners, pro rata in accordance with the amount of
net distributable cash distributable to each partner with respect to
such fiscal year to the extent thereof; and
(b) To the extent that net income before depreciation exceeds the amount of
net distributable cash distributable to the partners with respect to
such fiscal year, such excess shall be allocated (1) first, 100% to the
General Partners, pro rata, in an amount equal to the excess, if any,
of the General Partners' deficits, if any, in their capital accounts,
over an amount equal to 1% of the aggregate capital contributions to
the Partnership as reduced by the amount of the General Partners'
capital contributions, and (2) second, 99% to the limited partners and
1% to the General Partners.
For the year ended November 30, 1995 and 1994, net income before depreciation
did not exceed the amount of net distributable cash. Pursuant to the
Partnership Agreement and as described in (a) above, net income before
depreciation was allocated among the partners pro rata in accordance with the
amount of net distributable cash distributable to each partner.
For the year ended November 30, 1993, net income before depreciation exceeded
net distributable cash by $477,099. Pursuant to the Partnership Agreement and
as described in (b)(2) above, this excess was allocated 1% to the General
Partners and 99% to the limited partners.
All residual proceeds will be distributed 99% to the limited partners and 1% to
the General Partners until each limited partner has received an amount equal to
his adjusted capital value and a 12% cumulative annual return on his adjusted
capital value. The balance, if any, will be distributed 85% to the limited
partners and 15% to the General Partners.
Generally, all gain from sales of investments will be allocated 99% to the
limited partners and 1% to the General Partners until any negative capital
account balances have been eliminated and each limited partner has received an
amount equal to his adjusted capital value and an amount equal to the excess of
a 12% cumulative annual return on his adjusted capital value over the amount of
any net distributable cash and residual proceeds distributed to such limited
partner. The balance, if any, will be allocated 85% to the limited partners
and 15% to the General Partners.
4. Mortgage Loans and Investments in Real Estate
Three loans which totaled $15,525,900 were funded to an affiliate Southridge
Partners I ("Southridge"), a New York limited partnership. The RPI Real Estate
Services Inc. general partner in the Partnership and the GP Real Estate
Services II Inc. general partner in Southridge are both wholly-owned
subsidiaries of Lehman Brothers.
The first loan was funded on September 28, 1984 in the amount of $4,475,250 in
connection with the purchase of Oaktree Village, a 160-unit apartment complex
located in Jacksonville, Florida. The second loan was funded on October 30,
1984 in the amount of $5,850,000 in connection with the purchase of Chaparosa
Apartments, a 170-unit apartment complex located in Irving, Texas. The third
loan was funded on December 21, 1984 in the amount of $5,200,650 in connection
with the purchase of Park View Village, a 184-unit apartment complex located in
Winter Park, Florida.
Originally, each loan was evidenced by a promissory note bearing interest at a
stated rate of 14% per annum collateralized by a first mortgage or trust deed
on the property, due at the earlier of (i) 10 years from the date of funding or
(ii) sale of the property. Each of the loans was payable in fixed monthly
installments of interest only at the rate of 11% per annum with the
differential of 3% paid monthly out of net cash flow, if available. Any
differential interest not paid monthly was to itself bear interest at the rate
of 14%, compounded semi-annually and became due together with the outstanding
principal upon maturity of the loan. In addition to stated interest, the
Partnership would receive contingent interest on each of the Southridge loans
equal to 25% of net cash flow, payable quarterly, and 30% of any appreciation
in value upon the sale of the project.
During the first quarter of the fiscal year ended November 30, 1988, the
General Partners accepted a request for modification of each of the Southridge
loans submitted by the borrower. Effective April 1, 1988, stated interest was
lowered from 14% to 12% and current interest was lowered from 11% to 8.5%. The
additional interest of 3.5% was payable monthly from any excess cash flow
calculated on a monthly basis. To the extent that stated interest exceeded
monthly installments, such amounts were deferred until the maturity of the
principal and accrued interest at 12% compounded semi-annually. As
consideration for reducing the stated and current interest, final additional
interest, as defined, was increased from 30% to 35% of appreciation in value,
as defined, upon the sale of the project. All other terms and conditions
remained as originally stated.
As of November 30, 1991, the Partnership reclassified its Chaparosa loan
investment into an in-substance real estate investment, at its book value of
approximately $4,169,017. On January 31, 1992, the Partnership obtained legal
title to Chaparosa through a deed in lieu of foreclosure. As of such date, the
Chaparosa real estate investment has been recorded in the amount of $3,645,728
and reflects all final adjustments regarding its acquisition including $398,000
of litigation proceeds. The General Partners intend to hold Chaparosa as a
real estate investment and continue its operations as a residential apartment
complex. There was no interruption in either management or rental activity at
Chaparosa as a result of its acquisition by the Partnership.
With respect to the Chaparosa mortgage loan, in November 1990, Southridge
settled their litigation with the developer, general contractor and other
parties associated with the project with respect to original construction
defects covered under the Purchase and Development Agreement. Pursuant to the
settlement agreement, the defendants were required to pay Southridge three
installments aggregating $1,566,000. The first and second installments were
received in November 1990 and 1991 in the amounts of $750,000 and $408,000,
respectively. The final installment was received in the amount of $398,000 in
1992. The Partnership was assigned $398,000 of these proceeds from the
litigation settlement as part of a deed in lieu of foreclosure transaction.
During the second quarter of the fiscal year ended November 30, 1993, the
General Partners agreed to modify the two remaining mortgage loans with
Southridge retroactive to March 1, 1993. The terms of the modification
provided for a three-year extension of the maturity dates through September 30,
1997 and December 31, 1997 for Oaktree Village and Park View Village,
respectively. The stated interest rate on the loans was reduced to 8.5%, with
excess cash flow generated by the properties on a monthly basis through 1993 to
be applied first to accrued and unpaid interest and then to principal.
Beginning in 1994, excess cash flow is calculated on an annual basis. In
addition, interest ceased to accrue on the cumulative deferred interest. In
consideration the Partnership earned a loan modification fee equal to 2% of the
original loan balance. One half of the fee, $96,759 was paid at the closing,
and the other half will be due upon either the sale or refinancing of the
properties to the extent there are net proceeds available after repayment of
the outstanding debt balance and selling costs.
In connection with the three investments in equity participating first mortgage
loans, the Partnership earned loan origination fees of $465,777, representing
3% of the principal amounts loaned to Southridge. The Partnership incurred
loan placement costs of $504,185 of which $465,777 was paid to the General
Partners for loan placement fees.
Summarized financial information pertaining to the Partnership's Mortgage Loan
Investments in Oaktree Village and Park View Village for the calendar years
ended December 31, 1995 and 1994 is as follows:
1995 1994
Operating property, net of
accumulated depreciation $ 8,828,028 $ 9,355,109
Total assets 10,327,994 10,978,219
Total liabilities 15,495,206 15,483,968
Rental income 2,101,888 2,055,133
Net loss (661,464) (704,253)
Minimum debt service payments on the Partnership's loans have been paid
entirely from cash flow from property operations as of November 30, 1995.
The General Partners pursued a settlement agreement with the Plumbing Claims
Group regarding the polybutelene water pipes used in the construction of the
Bryn Athyn property. The pipes, which were determined to be defective, have
resulted in significant leaks and will require a replumbing of the entire
property. The General Partners signed a settlement agreement during the third
quarter of 1995 which will require the Plumbing Claims Group to reimburse the
Partnership for the cost of replumbing the property's interior units, up to a
limit of $379,000, as well as 40% of the expense in replumbing the exterior
which is estimated to cost a total of $25,480. To date, the Partnership has
incurred expenses totalling approximately $60,000 for plumbing repairs and
associated costs at the property which will be reimbursed pursuant to the
settlement agreement. The General Partners expect to fund an additional $7,480
in the future. The replumbing of the property began in October 1994 and is
expected to be completed in February 1996.
5. Interest Receivable and Provision for Loss
The Partnership has provided for potential losses of $300,000, $937,593 and
$411,769 as of November 30, 1995, 1994 and 1993, respectively, relating to the
collection of principal and deferred interest with respect to the Oaktree
Village and Park View Village loans. The above provisions were based on the
fair value of the underlying properties as determined by independent
appraisals.
In May 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment
of a Loan" ("FAS 114"). Among other things, FAS 114 requires that certain
impaired loans be valued based on the present value of expected future cash
flows. The Partnership will adopt FAS 114 in the first quarter of 1996.
Current estimates indicate that the adoption of FAS 114 would decrease the
provision for losses by $250,000 with respect to the Oaktree Village mortgage
loan investment. The fair values of the Oaktree and Parkview mortgage loan
investments as of November 30, 1995 were $5,400,000 and $6,100,000,
respectively.
The following summarizes the provision for losses for the fiscal years ending
November 30, 1995, 1994 and 1993:
1995 1994 1993
Oaktree Village: Jacksonville, Fl
Provision for interest $ -- $ 544,767 $ 154,706
Park View Village: Winter Park, Fl
Provision for interest $ 300,000 $ 392,826 $ 257,063
6. Transactions with Related Parties
The following is a summary of fees earned and reimbursable expenses for the
years ended November 30, 1995, 1994 and 1993, and the unpaid portion at
November 30, 1995:
Unpaid at
November 30, ----------------Earned---------------
1995 1995 1994 1993
Reimbursement of:
Out-of-pocket expenses $ -- $ 1,331 $ 1,642 $ 11,464
Administrative salaries
and expenses 18,221 38,859 34,883 34,436
Property operating salaries -- 249,649 238,610 235,897
Property management fees 10,443 121,781 114,884 105,383
$ 28,664 $ 411,620 $ 390,019 $ 387,180
The above amounts have been paid and/or accrued to the General Partners and
affiliates as follows:
Unpaid at
November 30, ---------------Earned----------------
1995 1995 1994 1993
RPI Real Estate Inc.
and affiliates $ 18,221 $ 40,190 $ 36,525 $ 45,900
ConAm and affiliates 10,443 371,430 353,494 341,280
$ 28,664 $ 411,620 $ 390,019 $ 387,180
Total mortgage interest income consists of $822,452 in 1995, and 1994 and
$1,051,902 in 1993 earned from mortgages to Southridge.
7. Reconciliation of Financial Statement and Tax Information
The following is a reconciliation of the net income for financial statement
purposes to net income for federal income tax purposes for the years ended
November 30, 1995, 1994 and 1993:
1995 1994 1993
Net income per financial statements $ 1,188,552 $ 452,116 $ 1,156,690
Depreciation deducted for tax purposes
(in excess of) less than depreciation
expense per financial statements 4,691 (2,816) (11,520)
Provision for loan losses not
deductible for tax purposes 300,000 937,593 411,769
Loan origination fees, recognized
when received for tax purposes -- (25,670) (44,421)
Loan modification fees, recognized
when received for tax purposes (20,524) (20,524 96,759
Taxable net income $ 1,472,719 $ 1,340,699 $ 1,609,277
The following is a reconciliation of partners' capital for financial statement
purposes to partners' capital for federal income tax purposes as of November
30, 1995, 1994 and 1993:
1995 1994 1993
Partners' capital per
financial statements $ 20,924,294 $ 21,767,110 $ 23,143,226
Adjustment for cumulative
difference between tax
basis net income and net
income per financial
statements 7,279,591 6,995,424 6,106,841
Partners' capital per tax return $ 28,203,885 $ 28,762,534 $ 29,250,067
8. Distributions Paid
Cash distributions, per the statements of partners' capital, are recorded on
the accrual basis, which recognize specific record dates for payments within
each fiscal year. The statements of cash flows recognize actual cash
distributions paid during the fiscal year. The following table discloses the
annual differences as presented in the financial statements:
Distributions Distributions
Payable Distributions Distributions Payable
Beginning of Year: Declared Paid November 30:
1995 $ 507,842 $ 2,031,368 $ 2,031,368 $ 507,842
1994 253,921 1,828,232 1,574,311 507,842
1993 253,921 1,015,684 1,015,684 253,921
--------------- REPORT OF INDEPENDENT ACCOUNTANTS ---------------
To the Partners of
Hutton/ConAm Realty Pension Investors:
We have audited the consolidated balance sheets of Hutton/ConAm Realty Pension
Investors, a New York limited partnership, as of November 30, 1995 and 1994 and
the related statements of operations, partners' capital and cash flows for each
of the three years in the period ended November 30, 1995. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated 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 management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hutton/ConAm Realty Pension
Investors, a New York limited partnership, as of November 30, 1995 and 1994 and
the results of their operations and their cash flows for each of the three
years in the period ended November 30, 1995 in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
February 1, 1996
Comparison of Acquisition Costs to Appraised Value and Determination of
Net Asset Value Per $294 Unit at November 30, 1995 (Unaudited)
Partnership's
Share of
November 30,
1995 Appraised
Property Date of Acquisition Value (1)
Bryn Athyn Apartments 07-03-89 7,900,000
Chaparosa Apartments 01-31-92 6,100,000
Mortgage Loan Investments:
Oaktree Village 4,475,250
Park View Village 5,200,650
23,675,900
Cash and cash equivalents 1,979,963
Interest receivable, net of
accumulated provision for loss 1,574,100
Other assets 45,360
27,275,323
Less:
Total liabilities net of deferred income
on loan and modification fees of $40,318 (853,874)
Partnership Net Asset Value (2) 26,421,449
Net Asset Value Allocated:
Limited Partners 26,175,235
General Partners 264,214
26,421,449
Net Asset Value Per Unit
(96,490 units outstanding) $ 271.09
(1) This represents the Partnership's share of the November 30, 1995
Appraised Values which were determined by an independent property
appraisal firm.
(2) The Net Asset Value assumes a hypothetical foreclosure or sale of the
properties underlying the Partnership's first mortgage loan
investments, and the subsequent repayment of these loans by the
respective borrowers, and a hypothetical sale of the Bryn Athyn
Apartments and Chaparosa Apartments based upon their values as rental
properties as determined by an independent property appraisal firm, and
the distribution of the proceeds of such sale, combined with the
Partnership's cash after liquidation of the Partnership's liabilities,
to the Partners.
The Partnership's mortgage loan investments are valued at the outstanding
mortgage loan balance (principal plus accrued interest), unless the loan
balance exceeds the appraised value, in which case the loan would be valued at
the appraised value. As of November 30, 1995, independent appraisals of the
properties underlying the Partnership's mortgage loan investments were as
follows: Oaktree Village - $5,400,000 and Park View Village - $6,100,000. The
mortgage loan investments of Oaktree Village and Park View Village and interest
receivable, net of accumulated provision for loss, reflect the current fair
values as determined by the independent appraisal firm.
Limited Partners should note that appraisals are only estimates of current
value and actual values realizable upon sale may be significantly different. A
significant factor in establishing an appraised value is the actual selling
price for properties which the appraiser believes are comparable. In addition,
the appraised value does not reflect the actual costs which would be incurred
in selling the properties. As a result of these factors and the illiquid
nature of an investment in Units of the Partnership, the variation between the
appraised value of the Partnership's properties and the price at which Units of
the Partnership could be sold is likely to be significant. Fiduciaries of
Limited Partners which are subject to ERISA or other provisions of law
requiring valuations of Units should consider all relevant factors, including,
but not limited to Net Asset Value per Unit, in determining the fair market
value of the investment in the Partnership for such purposes.
HUTTON/CONAM REALTY PENSION INVESTORS
Schedule III - Real Estate and Accumulated Depreciation
November 30, 1995
Cost Capitalized
Subsequent
Initial Cost to Partnership To Acquisition
Buildings and Buildings and
Description Encumbrances Land Improvements Improvements
Residential Property:
Partnership Owned:
Bryn Athyn
Apartments
Raleigh, NC $ -- $ 857,669 $ 4,926,609 $ --
Chaparosa
Apartments
Irving, TX -- 729,145 2,916,582 1,019,997
$ -- $1,586,814 $ 7,843,191 $ 1,019,997
HUTTON/CONAM REALTY PENSION INVESTORS
Schedule III - Real Estate and Accumulated Depreciation
November 30, 1995
----Gross Amount at Which Carried
at Close of Period-------------
Buildings and Accumulated
Description Land Improvements Total Depreciation
Residential Property:
Partnership Owned
Bryn Athyn Apartments
Raleigh, NC $ 857,669 $ 4,926,609 $ 5,784,278 $ 1,367,215
Chaparosa Apartments
Irving, TX 729,145 3,936,579 4,665,724 539,624
$ 1,586,814 $ 8,863,188 $10,450,002 $ 1,906,839
(1) (2)
HUTTON/CONAM REALTY PENSION INVESTORS
Schedule III - Real Estate and Accumulated Depreciation
November 30, 1995
Life on which
Depreciation
in Latest
Date of Date Income Statements
Description Construction Acquired is Computed
Residential Property:
Partnership Owned:
Bryn Athyn Apartments
Raleigh, NC 1985 07/14/89 (3)
Chaparosa Apartments
Irving, TX 1984 11/30/91 (3)
(1) Aggregate cost for Federal income tax purposes is $10,949,035.
(2) The amount of accumulated depreciation for Federal income tax purposes is
$1,985,287.
(3) Buildings and improvements - 27.5 years; personal property - 7 years.
A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended December 31, 1995, 1994 and 1993:
Real Estate investments: 1995 1994 1993
Beginning of year $ 10,450,002 $ 10,049,199 $ 9,499,132
Additions -- 400,803 550,067
End of year $ 10,450,002 $ 10,450,002 $ 10,049,199
Accumulated Depreciation:
Beginning of year $ 1,536,168 $ 1,174,141 $ 838,048
Depreciation expense 370,671 362,027 336,093
End of year $ 1,906,839 $ 1,536,168 $ 1,174,141
HUTTON/CONAM REALTY PENSION INVESTORS
Schedule IV - Mortgage Loans on Real Estate
November 30, 1995
Maturity Periodic
Classification Interest Rate Date Payment Terms Prior Liens
Oaktree Village
(Southridge)
Residential, Florida 8.5% 09/30/97 Interest only --
Park View Village
(Southridge)
Residential, Florida 8.5% 12/31/97 Interest only --
HUTTON/CONAM REALTY PENSION INVESTORS
Schedule IV - Mortgage Loans on Real Estate
November 30, 1995
Principal Amount of
Loans Subject to
Face Amount Carrying Amount Delinquent Principal
Classification of Mortgage of Mortgage or Interest
Oaktree Village
(Southridge)
Residential, Florida $ 4,475,250 $ 4,475,250 $ --
Park View Village
(Southridge)
Residential, Florida 5,200,650 5,200,650 --
$ 9,675,900 $ 9,675,900 $ --
The aggregate cost for Federal income tax purposes of the mortgage loans at
November 30, 1995 is $9,675,900.
Following is a reconciliation of the carrying amount of mortgage loans for the
years ended November 30, 1995, 1994 and 1993:
1995 1994 1993
Balance at beginning of period $ 9,675,900 $ 9,675,900 $ 9,675,900
- - -
Balance at end of period $ 9,675,900 $ 9,675,900 $ 9,675,900
--------------- REPORT OF INDEPENDENT ACCOUNTANTS ---------------
Our report on the financial statements of Hutton/ConAm Realty Pension
Investors, a New York limited partnership, has been incorporated by reference
in this Form 10-K from the Annual Report to unitholders of Hutton/ConAm Realty
Pension Investors for the year ended November 30, 1995. In connection with our
audits of such financial statements, we have also audited the related financial
statement schedules listed in the index of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
February 1, 1996
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<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-END> NOV-30-1995
<CASH> 1,979,963
<SECURITIES> 000
<RECEIVABLES> 3,819,276
<ALLOWANCES> 2,245,176
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<PP&E> 10,450,002
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000
000
<OTHER-SE> 20,924,294
<TOTAL-LIABILITY-AND-EQUITY> 21,818,486
<SALES> 2,431,302
<TOTAL-REVENUES> 3,375,107
<CGS> 000
<TOTAL-COSTS> 1,375,079
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