FORM 10-KSB - ANNUAL OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-11864
NATIONAL PROPERTY INVESTORS 6
(Name of small business issuer in its charter)
California 13-3140364
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Units
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days Yes X No .
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year. $14,036,000.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. Market value information for Registrant's partnership interests is not
available. Should a trading market develop for these interests, it is the
Managing General Partner's belief that such trading would not exceed
$25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. DESCRIPTION OF BUSINESS
National Property Investors 6 (the "Partnership" or "Registrant") is a publicly-
held limited partnership organized under the Uniform Limited Partnership laws of
California as of October 15, 1982. The Partnership's managing general partner
is NPI Equity Investments, Inc. ("NPI Equity" or the "Managing General
Partner"), a Florida corporation.
The Partnership, through its public offering of Limited Partnership Units, sold
109,600 units aggregating $54,800,000. The general partners contributed capital
in the amount of $1,000 for a 1% interest in the Partnership. The Partnership
was formed for the purpose of acquiring fee and other forms of equity interests
in various types of real property. The Partnership currently owns six apartment
complexes and has a 75.972% interest in another. The Managing General Partner
of the Partnership intends to maximize the operating results and, ultimately,
the net realizable value of each of the Partnership's properties in order to
achieve the best possible return for the investors. Such results may best be
achieved through property sales, refinancings, debt restructurings or relin-
quishment of the assets. The Partnership intends to evaluate each of its
holdings periodically to determine what it believes to be the most appropriate
strategy for each of the assets.
The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. Limited partners have no right to
participate in the management or conduct of such business and affairs. NPI-AP
Management, L.P. ("NPI-AP") provides day-to-day management services for the
Partnership's investment properties.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Each of its apartment
properties is located in or near a major urban area and, accordingly, competes
for rentals not only with similar apartment properties in its immediate area but
with hundreds of similar apartment properties throughout the urban area. Such
competition is primarily on the basis of location, rents, services and
amenities. In addition, the Partnership competes with significant numbers of
individuals and organizations (including similar partnerships, real estate
investment trusts and financial institutions) with respect to the sale of
improved real properties, primarily on the basis of the prices and terms of such
transactions.
Change in Control
On August 10, 1994, National Property Investors, Inc. ("NPI"), the then parent
company of the Managing General Partner, entered into an agreement with an
affiliate of Apollo Real Estate Advisors, L.P. ("Apollo") to sell to Apollo up
to one-third of the stock of NPI. In addition, Apollo obtained general and
limited partnership interests in NPI-AP. NPI Property Management Corporation,
an affiliate of NPI, became the managing general partner of NPI-AP, and assigned
its interest in the management contract for the Partnership's properties to the
partnership as well as all other properties it manages for partnerships
affiliated with the Managing General Partner.
On October 12, 1994, Apollo acquired one-third of the stock of NPI, the parent
corporation of NPI Equity. Pursuant to the terms of the stock acquisition,
Apollo was entitled to designate three of the seven directors of the Managing
General Partner. In addition, the approval of certain major actions on behalf of
the Partnership required the affirmative vote of at least five directors of the
Managing General Partner.
On August 17, 1995, the stockholders of NPI entered into an agreement to sell to
IFGP Corporation, a Delaware corporation, an affiliate of Insignia Financial
Group, Inc. ("Insignia"), a Delaware corporation, all of the issued and
outstanding common stock of NPI. The closing of the transactions contemplated
by the above mentioned agreement (the "Closing") occurred on January 19, 1996.
Upon the Closing, the officers and directors of NPI and the Managing General
Partner resigned and IFGP Corporation caused new officers and directors of each
of those entities to be elected. See "Item 9" for a discussion on the directors
and executive officers of the Partnership.
The Tender Offer
On October 12, 1994, affiliates of Apollo acquired (i) one-third of the stock of
the respective general partners of DeForest Ventures I L.P. ("DeForest I") and
DeForest Ventures II L.P. ("DeForest II") and (ii) an additional equity interest
in NPI-AP (bringing its total equity interest in NPI-AP to one-third). NPI-AP
is the sole limited partner of DeForest II and one of the limited partners of
DeForest I. DeForest I was formed for the purpose of making tender offers (the
"Tender Offers") for limited partnership interests in twelve affiliated limited
partnerships. DeForest II was formed for the purpose of making tender offers
for limited partnership interests in the Partnership as well as the remaining
six partnerships in the National Property Investors Series.
During the fourth quarter of 1994, DeForest II acquired 41,507 limited
partnership units or 37.9% of the total limited partnership units of the
Partnership.
During 1996, DeForest II and certain of its affiliates sold a majority of its
interest in the Partnership to an affiliate of Insignia. As a result of the
purchase, such affiliate acquired 47,624 limited partnership units or 43.5% of
the total limited partnership units of the Partnership. (See "Item 11, Security
Ownership of Certain Beneficial Owners and Management.")
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Partnership's investments in properties:
Date of
Property Purchase Type of Ownership Use
Ski Lodge Apartments 7/19/84 Fee ownership, subject Apartment
Montgomery, Alabama to a first mortgage 524 units
Rocky Ridge Apartments 10/16/84 Fee ownership, subject Apartment
Birmingham, Alabama to a first mortgage 116 units
Place du Plantier 5/1/84 Fee ownership, subject Apartment
Apartments to a first mortgage 268 units
Baton Rouge, Louisiana
Fairview View I Apartments 5/31/84 Fee ownership, subject Apartment
Baton Rouge, Louisiana to a first mortgage 242 units
Colony at Kenilworth 3/15/84 Fee ownership, subject Apartment
Apartments to a first mortgage 383 units
Towson, Maryland
Alpine Village Apartments 10/16/84 Fee ownership, subject Apartment
Birmingham, Alabama to a first mortgage 160 units
The Village Apartments 1/5/84 Tenant in common with Apartment
Voorhees Township, National Property 438 units (1)
New Jersey Investors 5; the
Partnership owns 75.972%
subject to a first
mortgage
(1) Represents the Partnership's pro-rata share. In total, The Village
Apartments consists of 576 units.
SCHEDULE OF PROPERTIES (IN THOUSANDS):
Gross
Property Carrying Accumulated Federal
Value Depreciation Rate Method Tax Basis
Ski Lodge $ 14,886 $ 9,403 5-27.5 yrs. S/L $ 3,637
Rocky Ridge 4,261 2,670 5-27.5 yrs. S/L 1,166
Place du Plantier 9,810 6,204 5-27.5 yrs. S/L 2,496
Fairview View I 8,925 5,592 5-27.5 yrs. S/L 2,310
Colony at 19,374 12,291 5-27.5 yrs. S/L 3,952
Kenilworth
Alpine Village 4,970 3,003 5-27.5 yrs. S/L 1,488
The Village 16,103 8,175 5-27.5 yrs. S/L 2,906
Total $ 78,329 $ 47,338 $ 17,955
See "Note A" of the financial statements included in "Item 7" for a description
of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES (IN THOUSANDS):
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
Ski Lodge $ 6,800 7.33% (1) 11/01/03 $ 6,800
Rocky Ridge 1,450 7.33% (1) 11/01/03 1,450
Place du Plantier 3,800 7.33% (1) 11/01/03 3,800
Fairview View I 4,000 7.33% (1) 11/01/03 4,000
Colony at Kenilworth 7,985 7.33% (1) 11/01/03 7,985
Alpine Village 2,100 7.33% (1) 11/01/03 2,100
The Village 8,401 8.50% 27 years 09/30/00 7,920
$ 34,536
(1) Interest only payments
The mortgage notes payable are nonrecourse and are secured by pledge of the
Partnership's properties and by pledge of revenues from the respective rental
properties. Certain of the notes include prepayment penalties if repaid prior
to maturity.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average Annual
Rental Rates Occupancy
Property 1996 1995 1996 1995
Ski Lodge $4,955/unit $4,867/unit 92% 94%
Rocky Ridge 6,289/unit 6,178/unit 90% 97%
Place du Plantier 5,676/unit 5,362/unit 93% 94%
Fairview View I 5,949/unit 5,677/unit 96% 97%
Colony at Kenilworth 8,727/unit 8,568/unit 87% 94%
Alpine Village 5,968/unit 5,644/unit 94% 97%
The Village 7,985/unit 7,767/unit 93% 95%
The Managing General Partner attributes the decrease in occupancy at Rocky Ridge
to layoffs at a large area corporation, an increased number of home purchases,
and the construction of three new apartment communities in the area. Occupancy
at the Colony at Kenilworth decreased due to the eviction of tenants with large
delinquent balances in an effort to improve the property's tenant profile.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area. The
Managing General Partner believes that all of the properties are adequately
insured. The lease terms at the properties are for one year or less. No tenant
leases 10% or more of the available rental space at any of the properties.
Real estate taxes (in thousands) and rates in 1996 for each property were:
1996 1996
Billing Rate
Ski Lodge $ 82 3.45%
Rocky Ridge 27 6.26%
Place du Plantier 43 10.01%
Fairview View I 58 10.01%
Colony at Kenilworth 201 4.17%
Alpine Village 40 6.26%
The Village 428 3.84%
ITEM 3. LEGAL PROCEEDINGS
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The Managing General Partner of the Partnership believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The unit holders of the Registrant did not vote on any matter during the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S EQUITY AND RELATED PARTNER
MATTERS
The Partnership, a publicly-held limited partnership, sold 109,600 Limited
Partnership Units aggregating $54,800,000. As of January 1, 1997, the
Partnership had 109,600 units outstanding and 3,424 Limited Partners of record.
There is no intention to sell additional Limited Partnership Units nor is there
an established market for these units.
Distributions of $10,621,000 were declared in the fourth quarter of 1996 and
were paid in the first quarter of 1997. This distribution represents net
proceeds from the mortgage refinancings and cash from operations. No cash
distributions were made in 1995. Future cash distributions will depend on the
levels of net cash generated from operations, property sales, refinancings, and
the availability of cash reserves.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
Results of Operations
The Partnership's net income for the year ended December 31, 1996, was
approximately $303,000 compared to net income of approximately $612,000 for the
year ended December 31, 1995. The decrease in net income is primarily
attributable to the extraordinary loss resulting from the refinancing of the
Partnership's properties as discussed below in "Capital Resources and
Liquidity." Income before extraordinary loss for the year ended December 31,
1996, was approximately $658,000 compared to approximately $612,000 for the year
ended December 31, 1995. The increase in income before extraordinary loss is
primarily attributable to increased other income due to increased interest
income resulting from additional cash reserves held by the Partnership. Also
contributing to the increase in other income were increases in various tenant
charges collected from the tenants in 1996. In addition, depreciation expense
decreased for the year ended December 31, 1996. This decrease was a result of
certain assets becoming fully depreciated in 1995. Partially offsetting these
changes contributing to the increase in income before extraordinary loss were
increased interest expense and general and administrative expenses. Interest
expense increased due to debt balances increasing as a result of the refinancing
of six of the Partnership's properties as discussed below. General and
administrative expenses increased due to the accrual of a non-accountable
reimbursement to the Managing General Partner, in accordance with the
Partnership Agreement, of $150,000 related to the distribution declared in the
fourth quarter 1996.
Included in operating expense is approximately $445,000 of major repairs and
maintenance comprised primarily of major landscaping expenses, exterior
painting, exterior building repairs and parking lot repairs for the year ended
December 31, 1996.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expense. As part of this plan, the Managing General Partner attempts to protect
the Partnership from the burden of inflation-related increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due
to changing market conditions, which can result in the use of rental concessions
and rental reductions to offset softening market conditions, there is no
guarantee that the Managing General Partner will be able to sustain such a plan.
Capital Resources and Liquidity
At December 31, 1996, the Partnership had cash and cash equivalents of
approximately $15,450,000 compared to approximately $5,450,000 at December 31,
1995. Net cash provided by operations increased primarily due to an increase in
accounts payable and accrued expenses related to the timing of payments. Net
cash used in investing activities increased primarily due to deposits made to
restricted escrow accounts in 1996, as a result of the debt refinancing. These
escrows will be used for future capital expenditures at the properties
refinanced. Also contributing to the increase were increased property
improvements and replacements in 1996. Net cash provided by financing
activities increased due to the proceeds received from the debt refinancings.
This increase in cash is partially offset by cash used for payments of the prior
outstanding mortgage principal balances, prepayment penalties, and loan costs
associated with the refinancings.
On September 30, 1996, the Managing General Partner refinanced the mortgages on
all of the Partnership's properties except The Village. The mortgages were
refinanced into short-term temporary loans at 8% interest. During the fourth
quarter of 1996, the Partnership entered into permanent refinancing on all of
the affected properties effective November 1, 1996. The permanent refinancing
requires interest only payments at 7.33% interest with a balloon payment due at
maturity on November 1, 2003.
The refinancing of Rocky Ridge Apartments replaced indebtedness of approximately
$1,496,000 with a new mortgage in the amount of $1,450,000. The Partnership
paid a prepayment premium of approximately $15,000 and wrote off unamortized
loan costs of approximately $18,000 resulting in an extraordinary loss on
refinancing of approximately $33,000.
The refinancing of Place du Plantier replaced indebtedness of approximately
$2,358,000 with a new mortgage in the amount of $3,800,000. The Partnership
paid a prepayment premium of approximately $24,000 and wrote off unamortized
loan costs of approximately $2,000 resulting in an extraordinary loss on
refinancing of approximately $26,000.
The refinancing of Fairway View I replaced indebtedness of approximately
$2,357,000 with a new mortgage in the amount of $4,000,000. The Partnership
paid a prepayment premium of approximately $24,000 and wrote off loan costs of
approximately $2,000 resulting in an extraordinary loss on refinancing of
approximately $26,000.
The refinancing of Colony at Kenilworth replaced indebtedness of approximately
$7,924,000 with a short-term loan in the amount of $9,000,000. The permanent
refinancing for Colony at Kenilworth was for $7,985,000. The Partnership paid a
prepayment premium of approximately $193,000 and wrote off loan costs of
approximately $36,000 resulting in an extraordinary loss on refinancing of
approximately $229,000.
The refinancing of Alpine Village replaced indebtedness of approximately
$1,895,000 with a new mortgage of $2,100,000. The Partnership paid a prepayment
premium of approximately $19,000 and wrote off unamortized loan costs of
approximately $22,000 resulting in an extraordinary loss on refinancing of
approximately $41,000.
The Managing General Partner secured a mortgage for Ski Lodge Apartments in the
amount of $6,800,000.
The Managing General Partner has extended to the Partnership a $500,000 line of
credit. At the present time, the Partnership has no outstanding amounts due
under this line of credit, and the Managing General Partner does not anticipate
the need to borrow in the near future. Other than cash and cash equivalents the
line of credit is the Partnership's only unused source of liquidity.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of $34,536,000 matures at various times with balloon
payments due at maturity at which time the properties will either be refinanced
or sold. Future cash distributions will depend on the levels of net cash
generated from operations, property sales, refinancings, and the availability of
cash reserves. The Partnership declared a distribution of $10,621,000 in 1996,
which was paid in the first quarter of 1997. This distribution represents net
proceeds from the mortgage refinancings and cash from operations. There were no
cash distributions in 1995.
ITEM 7. FINANCIAL STATEMENTS
NATIONAL PROPERTY INVESTORS 6
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors'
Balance Sheet - December 31, 1996
Statements of Operations - Years ended December 31, 1996 and 1995
Statement of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1996 and 1995
Statements of Cash Flows - Years ended December 31, 1996 and 1995
Notes to Financial Statements
Report of Imowitz Koenig & Co., LLP, Independent Auditors
To the Partners
National Property Investors 6
Greenville, South Carolina
We have audited the accompanying balance sheet of National Property Investors 6
(a limited partnership)(the "Partnership") as of December 31, 1996, and the
related statements of operations, changes in partners' capital (deficit) and
cash flows for each of the two years in the period ended December 31, 1996.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 National Property Investors 6
as of December 31, 1996, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1996, in conformity
with generally accepted accounting principles.
/S/ IMOWITZ KOENIG & CO., LLP
Certified Public Accountants
New York, NY
January 31, 1997
NATIONAL PROPERTY INVESTORS 6
BALANCE SHEET
December 31, 1996
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 15,450
Escrows for taxes and insurance 199
Other assets 3,439
Investment properties (Notes B & E):
Land $ 5,366
Buildings and related personal property 72,963
78,329
Less accumulated depreciation (47,338) 30,991
$ 50,079
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable and accrued expenses $ 1,041
Tenant security deposits 313
Distribution payable (Note G) 10,621
Mortgage notes payable (Notes B & E) 34,536
Partners' Capital (Deficit):
Limited partners' (109,600 units issued and
outstanding) $ 4,080
General partner's (512) 3,568
$ 50,079
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 6
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 12,848 $ 13,016
Other income 1,188 787
Total revenues 14,036 13,803
Expenses:
Operating 7,134 7,052
Interest 2,526 2,431
Depreciation 3,235 3,280
General and administrative 483 428
Total expenses 13,378 13,191
Income before extraordinary loss 658 612
Extraordinary loss on debt refinancing (Note B) (355) --
Net income $ 303 $ 612
Net income allocated to general partner (1%) $ 3 $ 6
Net income allocated to limited partners (99%) 300 606
$ 303 $ 612
Net income per limited partnership unit:
Income before extraordinary loss $ 5.94 $ 5.53
Extraordinary loss on debt refinancing (3.20) --
Net income per limited partnership unit $ 2.74 $ 5.53
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 6
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner's Partners' Total
Original capital contributions 109,600 $ 1 $ 54,800 $ 54,801
Partners' (deficit) capital at
December 31, 1994 109,600 $ (415) $ 13,689 $ 13,274
Net income for the year
ended December 31, 1995 -- 6 606 612
Partners' (deficit) capital
at December 31, 1995 109,600 (409) 14,295 13,886
Net income for the year ended
December 31, 1996 -- 3 300 303
Distributions payable to
partners -- (106) (10,515) (10,621)
Partners' (deficit) capital
at December 31, 1996 109,600 $ (512) $ 4,080 $ 3,568
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 6
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1996 1995
Cash flows from operating activities:
Net income $ 303 $ 612
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 3,235 3,280
Amortization of loan costs 105 106
Loss on disposal of property 26 --
Extraordinary loss on debt refinancing 355 --
Change in accounts:
Escrows for taxes and insurance 75 (28)
Other assets (82) 73
Accounts payable and accrued expenses 568 91
Tenant security deposit liabilities (79) (82)
Net cash provided by operating activities 4,506 4,052
Cash flows from investing activities:
Deposits to restricted escrows (1,573) --
Receipts from restricted escrows -- 91
Property improvements and replacements (1,525) (808)
Net cash used in investing activities (3,098) (717)
Cash flows from financing activities:
Mortgage principal payments (290) (321)
Repayments of mortgage notes payable (16,030) --
Proceeds from refinancing of debt 26,135 --
Loan costs (949) --
Debt extinguishment costs (274) --
Net cash provided by (used in)
financing activities 8,592 (321)
Net increase in cash and cash equivalents 10,000 3,014
Cash and cash equivalents at beginning of period 5,450 2,436
Cash and cash equivalents at end of period $ 15,450 $ 5,450
Supplemental information:
Cash paid for interest $ 2,396 $ 2,326
Supplemental disclosure of non-cash financing activity:
Distributions payable to partners of $10,621,000 were accrued at
December 31, 1996.
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 6
Notes to Financial Statements
December 31, 1996
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
National Property Investors 6 (the "Partnership"), a limited partnership, was
organized under the Uniform Limited Partnership Laws of California as of October
15, 1982, for the purpose of acquiring and operating income-producing
residential real estate. The Partnership currently owns three apartment
complexes in Alabama, two apartment complexes in Louisiana and one apartment
complex in Maryland. The Partnership also owns a 75.972 percent interest (as a
tenant-in-common with an affiliate of the general partner) in an apartment
complex located in New Jersey. The Partnership will terminate on December 31,
2006, unless previously terminated, in accordance with the terms of the
Agreement of Limited Partnership. Limited partners' units are at a stated value
of $500. A total of 109,600 units of the limited partnership were issued for
aggregate capital contributions of $54,800,000. In addition, the general
partners contributed a total of $1,000 to the Partnership.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Allocation of Income, Loss, and Distributions:
Net income, net loss, and distributions of cash of the Partnership are allocated
between general and limited partners in accordance with the provisions of the
partnership agreement.
Fair Value of Financial Instruments:
In 1995, the Partnership implemented "Statement of Financial Accounting
Standards ("SFAS") No. 107, Disclosures about Fair Value of Financial
Instruments", as amended by "SFAS No. 119, Disclosures about Derivative
Financial Instruments and Fair Value of Financial Instruments", which requires
disclosure of fair value information about financial instruments, whether or not
recognized in the balance sheet, for which it is practicable to estimate fair
value. Fair value is defined in the SFAS as the amount at which the instruments
could be exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale. The Partnership believes that the carrying
amount of its financial instruments (except for long term debt) approximates
their fair value due to the short term maturity of these instruments. The fair
value of the Partnership's long term debt, after discounting the scheduled loan
payments to maturity, approximates its carrying balance.
Investment Properties:
Investment properties are stated at cost. Acquisition fees are capitalized as a
cost of real estate. In 1995, the Partnership adopted "SFAS No. 121, Accounting
For the Impairment of Long-Lived Assets and For Long-Lived Assets to be Disposed
Of", which requires impairment losses to be recognized for long-lived assets
used in operations when indicators of impairment are present and the
undiscounted cash flows are not sufficient to recover the assets' carrying
amounts. The impairment loss is measured by comparing the fair value of the
asset to its carrying amount. The adoption of the SFAS had no effect on the
Partnership's financial statements.
For real estate purchased in joint ownership with an affiliated partnership, the
assets, liabilities, revenues, and expenses are allocated on a pro-rata basis to
each partnership in accordance with its percentage of ownership.
Cash and Cash Equivalents:
The Partnership considers all highly liquid investments with a maturity, when
purchased, of three months or less to be cash equivalents. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Leases:
The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on its leases.
Depreciation:
Depreciation is computed by the straight-line method over estimated useful lives
ranging from 15 to 27.5 years for buildings and improvements and from five to
seven years for furnishings.
Deferred Costs:
Financing costs are deferred and amortized as interest expense over the term of
the related loan. Net deferred costs of approximately $1,089,000 are included
in other assets at December 31, 1996. At December 31, 1996, accumulated
amortization of deferred financing costs totaled approximately $153,000.
Income Taxes:
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Reclassifications:
Certain reclassifications have been made to the 1995 balances to conform to the
1996 presentation.
NOTE B - MORTGAGE NOTES PAYABLE
The principal terms of the mortgage notes payable are as follows (in thousands):
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1996 Interest Rate Date Maturity
Ski Lodge $ 6,800 $ 42 (1) 7.33% 11/01/03 $ 6,800
Rocky Ridge 1,450 9 (1) 7.33% 11/01/03 1,450
Place du Plantier 3,800 23 (1) 7.33% 11/01/03 3,800
Fairview View I 4,000 24 (1) 7.33% 11/01/03 4,000
Colony at Kenilworth 7,985 49 (1) 7.33% 11/01/03 7,985
Alpine Village 2,100 13 (1) 7.33% 11/01/03 2,100
The Village 8,401 69 8.50% 09/30/00 7,920
$ 34,536 $ 229
(1) Loans require payments of interest only.
On September 30, 1996, the Managing General Partner refinanced the mortgages on
all of the Partnership's properties except The Village. The mortgages were
refinanced into short-term temporary loans at 8% interest. During the fourth
quarter of 1996, the Partnership entered into permanent refinancing on all of
the affected properties effective November 1, 1996.
The refinancing of Rocky Ridge Apartments replaced indebtedness of approximately
$1,496,000 with a new mortgage in the amount of $1,450,000. The Partnership
paid a prepayment premium of approximately $15,000 and wrote off unamortized
loan costs of approximately $18,000 resulting in an extraordinary loss on
refinancing of approximately $33,000.
The refinancing of Place du Plantier replaced indebtedness of approximately
$2,358,000 with a new mortgage in the amount of $3,800,000. The Partnership
paid a prepayment premium of approximately $24,000 and wrote off unamortized
loan costs of approximately $2,000 resulting in an extraordinary loss on
refinancing of approximately $26,000.
The refinancing of Fairway View I replaced indebtedness of approximately
$2,357,000 with a new mortgage in the amount of $4,000,000. The Partnership
paid a prepayment premium of approximately $24,000 and wrote off loan costs of
approximately $2,000 resulting in an extraordinary loss on refinancing of
approximately $26,000.
The refinancing of Colony at Kenilworth replaced indebtedness of approximately
$7,924,000 with a short-term loan in the amount of $9,000,000. The permanent
refinancing for Colony at Kenilworth was for $7,985,000. The Partnership paid a
prepayment premium of approximately $193,000 and wrote off loan costs of
approximately $36,000 resulting in an extraordinary loss on refinancing of
approximately $229,000.
The refinancing of Alpine Village replaced indebtedness of approximately
$1,895,000 with a new mortgage of $2,100,000. The Partnership paid a prepayment
premium of approximately $19,000 and wrote off unamortized loan costs of
approximately $22,000 resulting in an extraordinary loss on refinancing of
approximately $41,000.
The Managing General Partner secured a mortgage for Ski Lodge Apartments in the
amount of $6,800,000.
Scheduled principal payments on the mortgage note payable subsequent to December
31, 1996, are as follows (in thousands):
1997 $ 114
1998 124
1999 135
2000 8,028
2001 --
Thereafter 26,135
$34,536
NOTE C - INCOME TAXES
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
The Partnership files its tax return on an accrual basis and has computed
depreciation for tax purposes using accelerated methods, which are not in
accordance with generally accepted accounting principles. A reconciliation of
the net income per the financial statements to the net taxable income to
partners is as follows (in thousands, except unit data):
1996 1995
Net income as reported $ 303 $ 612
Tax depreciation less than
financial statement depreciation 24 52
Prepaid rent 45 --
Interest capitalized for income
tax reporting 24 34
Other 44 --
Federal taxable income $ 440 $ 698
Federal taxable income
per limited partnership unit $ 3.97 $ 6.30
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets (in thousands):
Net assets as reported $ 3,568
Land and buildings (2,757)
Accumulated depreciation (10,279)
Syndication and distribution costs 6,295
Bad debt 18
Prepaid rent 45
Distribution payable 10,621
Net assets - Federal tax basis $ 7,511
NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
NPI Equity Investments, Inc. ("NPI Equity") is the general partner of the
Partnership. NPI Equity is a wholly owned subsidiary of National Property
Investors, Inc. ("NPI").
On August 17, 1995, the stockholders of NPI entered into an agreement to sell to
IFGP Corporation, a Delaware corporation, an affiliate of Insignia Financial
Group, Inc. ("Insignia"), a Delaware corporation, all of the issued and
outstanding common stock of NPI. The closing of the transactions contemplated
by the above mentioned agreement (the "Closing") occurred on January 19, 1996.
Upon the Closing, the officers and directors of NPI and the Managing General
Partner resigned and IFGP Corporation caused new officers and directors of each
of those entities to be elected.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were charged to expense or capitalized in 1996 and 1995 (in thousands):
1996 1995
Property management fees (included in operating
expenses) $ 690 $ 669
Reimbursement for services of affiliates, including
$48,000 of construction services reimbursements
in 1996 (included in general and administrative
expenses, operating expenses, and investment
properties) 304 415
During the year ended December 31, 1996, the Partnership paid approximately
$292,000 to an affiliate of the Managing General Partner for brokerage fees and
reimbursements incurred in connection with the refinancings of all of the
Partnership's properties except The Village (see "Note B"). These charges have
been capitalized as loan costs and will be amortized over the life of the loans.
For services relating to the administration of the Partnership and operation of
Partnership properties, the Managing General Partner is entitled to receive
payment for non-accountable expenses up to a maximum of $150,000 per year, based
upon the number of Partnership units sold, subject to certain limitations. The
Managing General Partner was entitled to receive $150,000 in 1996, but was not
entitled to any reimbursement for 1995. The Partnership accrued such fees in
1996 and paid these fees in January 1997.
For the period from January 19, 1996, to December 31, 1996, the Partnership
insured its properties under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the Managing General Partner who
received payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
For the year ended December 31, 1995, NPI Equity was paid fees of $30,000
relating to successful real estate tax appeals on the Partnership's investment
properties. These fees are included in operating expenses.
Included in operating expenses for the year ended December 31, 1995, are
insurance premiums of approximately $355,000 which were paid to the Managing
General Partner under a master insurance policy arranged for by the Managing
General Partner.
NPI Equity has established a revolving credit facility (the "Partnership
Revolver") to be used to fund deferred maintenance and working capital needs of
the National Property Investors Partnership Series (NPI Partnerships). The
maximum draw available to the Partnership under the Partnership Revolver is
$500,000. Loans under the Partnership Revolver will have a term of 365 days, be
unsecured and bear interest at the rate of 2% per annum in excess of the prime
rate announced from time to time by Chemical Bank, N.A. The maturity date of
such borrowing will be accelerated in the event of: (1) the removal of the
managing general partner (whether or not For Cause, as defined in the
Partnership Agreement); (ii) the sale or refinancing of a property by the
Partnership, or; (iii) the liquidation of the Partnership. The Partnership has
not borrowed under the Partnership Revolver, to date.
NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS)
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Ski Lodge $ 6,800 $ 672 $ 11,587 $ 2,627
Rocky Ridge 1,450 323 2,972 966
Place du Plantier 3,800 840 7,773 1,197
Fairway View I 4,000 762 7,048 1,115
Colony at Kenilworth 7,985 1,306 13,187 4,881
Alpine Village 2,100 359 3,515 1,096
The Village 8,401 1,000 13,103 2,000
Totals $ 34,536 $ 5,262 $ 59,185 $ 13,882
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1996
Buildings
And
Related
Personal Accumulated Year Of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Ski Lodge $ 676 $14,210 $14,886 $ 9,403 1977 7/84 5-27.5
Rocky Ridge 330 3,931 4,261 2,670 1973 10/84 5-27.5
Place du Plainter 844 8,966 9,810 6,204 1974 5/84 5-27.5
Fairway View I 767 8,158 8,925 5,592 1974 5/84 5-27.5
Colony at Kenilworth 1,366 18,008 19,374 12,291 1967 3/84 5-27.5
Alpine Village 366 4,604 4,970 3,003 1972 10/84 5-27.5
The Village 1,017 15,086 16,103 8,175 1960 1/84 5-27.5
Totals $ 5,366 $72,963 $78,329 $ 47,338
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation":
December 31,
1996 1995
Investment Properties
Balance at beginning of year $ 76,935 $ 76,127
Property improvements and
replacements 1,525 808
Disposals of property (131) --
Balance at end of year $ 78,329 $ 76,935
Accumulated Depreciation
Balance at beginning of year $ 44,208 $ 40,928
Additions charged to expense 3,235 3,280
Disposals of property (105) --
Balance at end of year $ 47,338 $ 44,208
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995, is $75,572,000 and $74,022,000. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1996 and
1995, is $57,617,000 and $54,405,000.
NOTE F - TENANT-IN-COMMON PROPERTY
The Partnership currently owns The Village Apartments, as a tenant-in-common
with National Property Investors 5 ("NPI 5"), an affiliated public limited
partnership. NPI 5 acquired a 24.028% undivided interest with the Partnership
owning the remaining 75.972%. The property is accounted for using the
proportionate consolidation method. The financial statements and supplementary
data reflect the Partnership's 75.972% proportionate share of historical cost of
this property.
The condensed, combined balance sheets of The Village Apartments and the
Partnership's proportionate share of assets, liabilities and equity at December
31, 1996, and the condensed, combined statements of operations of The Village
Apartments and the Partnership's proportionate share of revenues and expenses
for the years ended December 31, 1996 and 1995, are summarized as follows (in
thousands):
December 31, 1996
PROPORTIONATE
COMBINED SHARE
Total assets, primarily real estate $ 12,962 $ 9,907
Liabilities, primarily a mortgage payable $ 11,303 $ 8,587
Equity 1,659 1,320
Total liabilities and equity $ 12,962 $ 9,907
COMBINED PROPORTIONATE SHARE
For the Year Ended For the Year Ended
December 31, December 31,
1996 1995 1996 1995
Total revenues $ 4,559 $ 4,387 $ 3,464 $ 3,333
Operating and other expenses $ 2,487 $ 2,487 $ 1,890 $ 1,890
Depreciation 745 733 566 557
Mortgage interest 1,000 1,012 760 768
Total expenses 4,232 4,232 3,216 3,215
Net income $ 327 $ 155 $ 248 $ 118
NOTE G - DISTRIBUTION PAYABLE
The Partnership declared a distribution of approximately $10,621,000 in 1996
payable to the partners. The distribution was paid in January 1997, with
approximately $10,515,000 being paid to the limited partners ($95.94 per limited
partnership unit) and approximately $106,000 being paid to the Managing General
Partner. The distribution represents net proceeds from the mortgage
refinancings, as discussed in "Note B", and cash from operations.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with Imowitz Koenig & Co., LLP regarding the 1996
or 1995 audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The names and ages of, as well as the positions and offices held by, the
executive officers and directors of NPI Equity Investments, Inc. ("NPI Equity"),
are set forth below. There are no family relationships between or among any
officers or directors.
Name Age Position
William H. Jarrard, Jr. 50 President and Director
Ron Uretta 40 Vice President and Treasurer
John K. Lines, Esq. 37 Vice President and Secretary
Kelley M. Buechler 39 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of NPI Equity since
January 1996 and Managing Director-Partnership Administration of Insignia
Financial Group, Inc. ("Insignia") since January 1991. Mr. Jarrard served as
Managing Director-Partnership Administration and Asset Management from July 1994
until January 1996.
Ronald Uretta has been Vice President and Treasurer of NPI Equity since January
1996 and Insignia's Treasurer since January 1992. Since August 1996, he has
served as Insignia's Chief Operating Officer. He also served as Insignia's
Secretary from January 1992 to June 1994 and as Chief Financial Officer from
January 1992 to August 1996. Since September 1990, Mr. Uretta has also served
as the Chief Financial Officer and controller of Metropolitan Asset Group.
John K. Lines has been Vice President and Secretary of NPI Equity since January
1996, Insignia's General Counsel since June 1994 and General Counsel and
Secretary since July 1994. From May 1993 until June 1994, Mr. Lines was the
Assistant General Counsel and Vice President of Ocwen Financial Corporation,
West Palm Beach, Florida. From October 1991 until May 1993, Mr. Lines was a
Senior Attorney with Banc One Corporation, Columbus, Ohio. From May 1984 until
October 1991, Mr. Lines was an attorney with Squire Sanders & Dempsey, Columbus,
Ohio.
Kelley M. Buechler has been Assistant Secretary of NPI Equity since January 1996
and Assistant Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, reimbursements and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Item
12" below.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding limited partnership
units of the Registrant owned by each person who is known by the Registrant to
own beneficially or exercise voting or dispositive control over more than 5% of
the Registrant's limited partnership units, by each of the directors and by all
directors and executive officers of the Managing General Partner as a group as
of January 1, 1997.
Name and address of Amount of nature of
Beneficial Owner Beneficial Owner % of Class
Insignia Properties, LP 47,624 43.5
One Insignia Financial Plaza
Greenville, SC 29602
All directors and executive
officers as a group (four persons) 0 --
On October 12, 1994, affiliates of Apollo acquired (i) one-third of the stock of
the respective general partners of DeForest Ventures I L.P. ("DeForest I") and
DeForest Ventures II L.P. ("DeForest II") and (ii) an additional equity interest
in NPI-AP (bringing its total equity interest in NPI-AP to one-third). NPI-AP
is the sole limited partner of DeForest II and one of the limited partners of
DeForest I. DeForest I was formed for the purpose of making tender offers (the
"Tender Offers") for limited partnership interests in 12 affiliated limited
partnerships. DeForest II was formed for the purpose of making tender offers
for limited partnership interests in the Partnership as well as the remaining
six partnerships in the National Property Investors Series.
During the fourth quarter of 1994, DeForest II acquired 41,507 limited
partnership units or 37.9% of the total limited partnership units of the
Partnership.
During 1996, DeForest II and certain of its affiliates sold a majority of its
interest in the Partnership to an affiliate of Insignia. As a result of the
purchase, such affiliate acquired 47,624 limited partnership units or 43.5% of
the total limited partnership units of the Partnership. (See "Item 11, Security
Ownership of Certain Beneficial Owners and Management.")
There are no arrangements known to the Managing General Partner, the operation
of which may at a subsequent date, result in a change in control of the
Partnership.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transactions have occurred between the Partnership and any officer or
director of NPI Equity.
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
NPI Equity is the general partner of the Partnership. NPI Equity is a wholly
owned subsidiary of National Property Investors, Inc. ("NPI").
On August 17, 1995, the stockholders of NPI entered into an agreement to sell to
IFGP Corporation, a Delaware corporation, an affiliate of Insignia Financial
Group, Inc. ("Insignia"), a Delaware corporation, all of the issued and
outstanding common stock of NPI. The closing of the transactions contemplated
by the above mentioned agreement (the "Closing) occurred on January 19, 1996.
Upon the Closing, the officers and directors of NPI and the Managing General
Partner resigned and IFGP Corporation caused new officers and directors of each
of those entities to be elected.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were charged to expense or capitalized in 1996 and 1995 (in thousands):
1996 1995
Property management fees (included in operating
expenses) $ 690 $ 669
Reimbursement for services of affiliates, including
$48,000 of construction services reimbursements
in 1996 (included in general and administrative
expenses, operating expenses, and investment
properties) 304 415
During the year ended December 31, 1996, the Partnership paid approximately
$292,000 to an affiliate of the Managing General Partner for brokerage fees and
reimbursements incurred in connection with the refinancings of all of the
Partnership's properties except The Village. These charges have been
capitalized as loan costs and will be amortized over the life of the loans.
For services relating to the administration of the Partnership and operation of
Partnership properties, the Managing General Partner is entitled to receive
payment for non-accountable expenses up to a maximum of $150,000 per year, based
upon the number of Partnership units sold, subject to certain limitations. The
Managing General Partner was entitled to receive $150,000 in 1996, but was not
entitled to any reimbursement for 1995. The Partnership accrued such fees in
1996 and paid these fees in January 1997.
For the period from January 19, 1996, to December 31, 1996, the Partnership
insured its properties under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the Managing General Partner who
received payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
For the year ended December 31, 1995, NPI Equity was paid fees of $30,000
relating to successful real estate tax appeals on the Partnership's investment
properties. These fees are included in operating expenses.
Included in operating expenses for the year ended December 31, 1995, are
insurance premiums of approximately $355,000 which were paid to the Managing
General Partner under a master insurance policy arranged for by the Managing
General Partner.
During 1996, an affiliate of Insignia acquired 43.5% of the total limited
partnership units of the Partnership, as described in "Item 11" above.
As a result of its ownership of 47,624 limited partnership units, an affiliate
of Insignia could be in a position to significantly influence all voting
decisions with respect to the Partnership. Under the Partnership Agreement,
unitholders holding a majority of the Units are entitled to take action with
respect to a variety of matters. When voting on matters, such affiliate would
in all likelihood vote the Units is acquired in a manner favorable to the
interest of the Managing General Partner because of its affiliation with the
Managing General Partner. However, DeForest II, from whom such affiliate
acquired its Units, had agreed for the benefit of non-tendering unitholders,
that is would vote its Units; (i) against any increase in compensation payable
to the Managing General Partner or to affiliates; and (ii) on all other matters
submitted by it or its affiliates, in proportion to the votes cast by non
tendering units holders. Except for the foregoing, no other limitations are
imposed on such affiliate's right to vote each Unit acquired.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed during the fourth quarter of 1996: None.
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.
NATIONAL PROPERTY INVESTORS 6
By: NPI EQUITY INVESTMENTS, INC.
Its Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
Date: March 25, 1997
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 and
in the capacities and on the date indicated.
/s/ William H. Jarrard, Jr. President and Director March 25, 1997
William H. Jarrard, Jr.
/s/Ronald Uretta Vice President and March 25, 1997
Ronald Uretta Treasurer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 NPI, Inc. Stock Purchase Agreement, dated as of August
17, 1995, incorporated by reference to the
Partnership's Current Report on Form 8-K dated August
17, 1995.
2.2 Partnership Units Purchase Agreement dated as of August
17, 1995 incorporated by reference to Exhibit 2.1 to
Form 8-K filed by Insignia Financial Group, Inc.
("Insignia") with the Securities and Exchange
Commission on September 1, 1995.
2.3 Management Purchase Agreement dated as of August 17,
1995 incorporated by reference to Exhibit 2.2 to Form
8-K filed by Insignia with the Securities and Exchange
Commission on September 1, 1995.
3.4 (a) Agreement of Limited Partnership, incorporated
by reference to Exhibit A to the Prospectus of the
Partnership dated January 12, 1983, included in the
Partnership's Registration Statement on Form S-11 (Reg.
No. 2-80141).
(b) Amendments to the Agreement of Limited
Partnership, incorporated by reference to the
Definitive Proxy Statement of the Partnership dated
April 3, 1991.
(c) Amendments to the Partnership Agreement,
incorporated by reference to the Statement Furnished in
Connection With The Solicitation of the Registrant
dated August 28, 1992.
10.13 Amended and Restated First Mortgage Note, dated
September 30, 1993, made by the Partnership for the
benefit of The Travelers Insurance Company, as it
pertains to The Village Apartments incorporated by
reference to the Partnership's Quarterly Report on Form
10-Q for the period ended September 30, 1993.
10.15 Multifamily Note dated September 30, 1996, by and
between the Partnership, with respect to Alpine Village
Apartments, and Lehman Brothers Holdings Inc., a
Delaware Corporation.
10.16 Amended and Restated Multifamily Note dated November 1,
1996, by and between the Partnership, with respect to
Alpine Village Apartments, and Lehman Brothers Holdings
Inc., a Delaware Corporation.
10.17 Multifamily Note dated September 30, 1996, by and
between the Partnership, with respect to Colony at
Kenilworth Apartments, and Lehman Brothers Holdings
Inc., a Delaware Corporation.
10.18 Amended and Restated Multifamily Note dated November 1,
1996, by and between the Partnership, with respect to
Colony at Kenilworth Apartments, and Lehman Brothers
Holdings Inc., a Delaware Corporation.
10.19 Multifamily Note dated September 30, 1996, by and
between the Partnership, with respect to Fairway View I
Apartments, and Lehman Brothers Holdings Inc., a
Delaware Corporation.
10.20 Amended and Restated Multifamily Note dated November 1,
1996, by and between the Partnership, with respect to
Fairway View I Apartments, and Lehman Brothers Holdings
Inc., a Delaware Corporation.
10.21 Multifamily Note dated September 30, 1996, by and
between the Partnership, with respect to Place du
Plantier Apartments, and Lehman Brothers Holdings Inc.,
Delaware Corporation.
10.22 Amended and Restated Multifamily Note dated November 1,
1996, by and between the Partnership, with respect to
Place du Plantier Apartments, and Lehman Brothers
Holdings Inc., a Delaware Corporation.
10.23 Multifamily Note dated September 30, 1996, by and
between the Partnership, with respect to Rocky Ridge
Apartments, and Lehman Brothers Holdings Inc., a
Delaware Corporation.
10.24 Amended and Restated Multifamily Note dated November 1,
1996, by and between the Partnership, with respect to
Rocky Ridge Apartments, and Lehman Brothers Holdings
Inc., a Delaware Corporation.
10.25 Multifamily Note dated September 30, 1996, by and
between the Partnership, with respect to Ski Lodge
Apartments, and Lehman Brothers Holdings Inc., a
Delaware Corporation.
10.26 Amended and Restated Multifamily Note dated November 1,
1996, by and between the Partnership, with respect to
Ski Lodge Apartments, and Lehman Brothers Holdings Inc.,
a Delaware Corporation.
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from National
Property Investors 6 1996 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000708870
<NAME> NATIONAL PROPERTY INVESTORS 6
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 15,450
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 78,329
<DEPRECIATION> 47,338
<TOTAL-ASSETS> 50,079
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 34,536
0
0
<COMMON> 0
<OTHER-SE> 3,568
<TOTAL-LIABILITY-AND-EQUITY> 50,079
<SALES> 0
<TOTAL-REVENUES> 14,036
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,378
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,526
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (355)
<CHANGES> 0
<NET-INCOME> 303
<EPS-PRIMARY> 2.74<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
MULTIFAMILY NOTE
US $2,100,000.00 New York, New York
As of September 30, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of TWO
MILLION ONE HUNDRED THOUSAND AND 00/100 AND DOLLARS ($2,100,000.00), with
interest on the unpaid principal balance from the date of this Note, until paid,
at the Applicable Interest Rate (defined herein). Principal and interest shall
be payable at 3 World Financial Center, New York, New York 10285, or such other
place as the holder hereof may designate in writing, as follows:
(i) payments of interest only commencing on the first day of October, 1996
and thereafter on the first day of each succeeding calendar month up
to and including the Maturity Date (defined herein); and
(ii) the balance of the aggregate outstanding principal sum and all accrued
but unpaid interest thereon shall be due and payable on the Maturity
Date.
The term "Maturity Date" shall mean November 15, 1996.
Interest on the principal sum of the Note shall be calculated on the basis
of the actual number of days elapsed in a three hundred sixty (360) day year.
All payments to Lender under the Note or this Agreement shall be made by wire
transfer of immediately available federal funds.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
IN WITNESS WHEREOF, Borrower has executed this Instrument or has caused the
same to be executed by its representatives thereunto duly authorized.
NATIONAL PROPERTY INVESTORS 6, a California limited
partnership
By: NPI Equity Investments, Inc., a Florida
corporation, its general partner
By: /s/William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
CORPORATE ACKNOWLEDGEMENT
STATE OF New York
COUNTY OF New York
I CERTIFY that on September 26, 1996, William H. Jarrard, Jr., personally
came before me and this person acknowledged under oath to my satisfaction that
this person signed, sealed and delivered the attached document as President of
NPI Equity Investments, Inc., a Florida corporation, the corporation named in
this document; and this document was signed, and made by the corporation as its
voluntary act and deed by virtue of authority from its Board of Directors, as
general partner of National Property Investors 6, a California limited
partnership, on behalf of said limited partnership.
/s/Christopher Olenik
Printed Name Christopher Olenik
NOTARY PUBLIC, State of New York
Commission No.: 010L5064248
My commission expires: September 9, 1998
Loan No. 734079699
Alpine Village
AMENDED AND RESTATED
MULTIFAMILY NOTE
THIS AMENDED AND RESTATED MULTIFAMILY NOTE (together with all extensions,
renewals, modifications, substitutions and amendments thereof and all
instruments from time to time issued in exchange therefor collectively referred
to herein as the "Note") in the principal sum of TWO MILLION ONE HUNDRED
THOUSAND AND 00/100 DOLLARS ($2,100,000) in lawful money of the United States of
America is made this first day of November, 1996, between the Maker, NATIONAL
PROPERTY INVESTORS 6, a California limited partnership, whose address is c/o
Insignia Financial Group, Inc., 1 Insignia Financial Plaza, Greenville, South
Carolina 29602 (herein "Borrower"), and the Payee, LEHMAN BROTHERS HOLDINGS INC.
d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc. a corporation,
organized and existing under the laws of Delaware, whose address is Three World
Financial Center, New York, New York 10285 (herein "Lender").
WHEREAS, Borrower has executed and delivered that certain Multifamily Note
dated September 30, 1996, in the original principal amount of TWO MILLION ONE
HUNDRED THOUSAND and No/100 Dollars ($2,100,000) (the "Existing Note"), to
Lender.
WHEREAS, the Existing Note is secured by that certain Multifamily Mortgage,
Assignment of Rents and Security Agreement dated as of September 30, 1996 (the
"Existing Mortgage") and recorded on October 1, 1996 as Document No. 9611-7999
in the land records of Jefferson County.
WHEREAS, on the date hereof, Borrower and Lender desire to amend and
restate the Existing Note as set forth below.
From and after the date hereof, the terms, covenants and provisions of the
Existing Note are hereby modified, amended and restated in their entirety as
provided on Rider A attached hereto and incorporated herein, and the Existing
Note, as so modified, amended and restated is hereby ratified and confirmed in
all respects by Borrower. Neither this Instrument nor anything contained herein
shall be construed as a substitution or novation of Borrower's indebtedness to
Lender or of the Existing Note, which shall remain in full force and effect, as
hereby confirmed, modified, restated and superseded.
IN WITNESS WHEREOF, Borrower and Lender have executed this Note or have
caused the same to be executed by their representative thereunto duly
authorized.
BORROWER: NATIONAL PROPERTY INVESTORS 6,
a California limited partnership
By: NPI Equity Investments, Inc.,
a Florida corporation,
its general partner
By: /s/William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
LENDER: LEHMAN BROTHERS HOLDINGS, INC.
D/B/A LEHMAN CAPITAL, A DIVISION
OF LEHMAN BROTHERS HOLDINGS INC.,
A Delaware corporation
By: /s/Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT
RECOURSE. This first day of November,
1996.
LEHMAN BROTHERS HOLDINGS INC.
d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc., a Delaware
corporation
By: /s/Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
MULTIFAMILY NOTE
US $9,000,000.00 New York, New York
As of September 30, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of NINE
MILLION AND 00/100 DOLLARS (9,000,000.00), with interest on the unpaid principal
balance from the date of this Note, until paid, at the Applicable Interest Rate
(defined herein). Principal and interest shall be payable at 3 World Financial
Center, New York, New York 10285, or such other place as the holder hereof may
designate in writing, as follows:
(i) payments of interest only commencing on the first day of October, 1996
and thereafter on the first day of each succeeding calendar month up
to and including the Maturity Date (defined herein); and
(ii) the balance of the aggregate outstanding principal sum and all accrued
but unpaid interest thereon shall be due and payable on the Maturity
Date.
The term "Maturity Date" shall mean November 15, 1996.
Interest on the principal sum of the Note shall be calculated on the basis
of the actual number of days elapsed in a three hundred sixty (360) day year.
All payments to Lender under the Note or this Agreement shall be made by wire
transfer of immediately available federal funds.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
IN WITNESS WHEREOF, Borrower has executed this Instrument or has caused the
same to be executed by its representatives thereunto duly authorized.
NATIONAL PROPERTY INVESTORS 6, a California limited
partnership
By: NPI Equity Investments, Inc., a Florida
corporation, its general partner
By: /s/William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
DOCUMENTARY STAMP TAX IN THE AMOUNT OF $45,000.00 HAS
BEEN PAID IN CONNECTION WITH THIS NOTE, AND PROPER
DOCUMENTARY STAMPS HAVE BEEN AFFIXED TO OR NOTED ON THE
MORTGAGE SECURING THIS NOTE.
CORPORATE ACKNOWLEDGEMENT
STATE OF New York
COUNTY OF New York
I CERTIFY that on September 26, 1996, William H. Jarrard, Jr., personally
came before me and this person acknowledged under oath to my satisfaction that
this person signed, sealed and delivered the attached document as President of
NPI Equity Investments, Inc., a Florida corporation, the corporation named in
this document; and this document was signed, and made by the corporation as its
voluntary act and deed by virtue of authority from its Board of Directors, as
general partner of National Property Investors 6, a California limited
partnership, on behalf of said limited partnership.
/s/Christopher Olenik
Printed Name Christopher Olenik
NOTARY PUBLIC, State of New York
Commission No.: 010L5064248
My commission expires: September 9, 1998
Loan No. 734079605
Colony
AMENDED AND RESTATED
MULTIFAMILY NOTE
THIS AMENDED AND RESTATED MULTIFAMILY NOTE (together with all extensions,
renewals, modifications, substitutions and amendments thereof and all
instruments from time to time issued in exchange therefor collectively referred
to herein as the "Note") in the principal sum of SEVEN MILLION NINE HUNDRED
EIGHTY FIVE THOUSAND AND 00/100 DOLLARS ($7,985,000) in lawful money of the
United States of America is made this first day of November, 1996, between the
Maker, NATIONAL PROPERTY INVESTORS 6, a California limited partnership, whose
address is c/o Insignia Financial Group, Inc., 1 Insignia Financial Plaza,
Greenville, South Carolina 29602 (herein "Borrower"), and the Payee, LEHMAN
BROTHERS HOLDINGS INC. d/b/a Lehman Capital, A Division of Lehman Brothers
Holdings Inc. a corporation, organized and existing under the laws of Delaware,
whose address is Three World Financial Center, New York, New York 10285 (herein
"Lender").
WHEREAS, Borrower has executed and delivered that certain Multifamily Note
dated September 30, 1996, in the original principal amount of NINE MILLION and
00/100 Dollars (9,000,000) (the "Existing Note"), to Lender.
WHEREAS, the Existing Note is secured by that certain Multifamily Deed of
Trust, Assignment of Rents and Security Agreement dated as of September 30, 1996
(the "Existing Mortgage") and recorded on October 4, 1996 in Liber 11832 folio
25 in the land records of Towson County.
WHEREAS, on the date hereof, Borrower and Lender desire to amend and
restate the Existing Note as set forth below.
From and after the date hereof, the terms, covenants and provisions of the
Existing Note are hereby modified, amended and restated in their entirety as
provided on Rider A attached hereto and incorporated herein, and the Existing
Note, as so modified, amended and restated is hereby ratified and confirmed in
all respects by Borrower. Neither this Instrument nor anything contained herein
shall be construed as a substitution or novation of Borrower's indebtedness to
Lender or of the Existing Note, which shall remain in full force and effect, as
hereby confirmed, modified, restated and superseded.
IN WITNESS WHEREOF, Borrower and Lender have executed this Note or have
caused the same to be executed by their representative thereunto duly
authorized.
BORROWER: NATIONAL PROPERTY INVESTORS 6,
a California limited partnership
By: NPI Equity Investments, Inc.,
a Florida corporation,
its general partner
By: /s/William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
LENDER: LEHMAN BROTHERS HOLDINGS INC.
D/B/A LEHMAN CAPITAL, A DIVISION
OF LEHMAN BROTHERS HOLDINGS INC.,
A Delaware corporation
By: /s/Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT
RECOURSE. This first day of November,
1996.
LEHMAN BROTHERS HOLDINGS INC.
d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc., a Delaware
corporation
By: /s/Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
MULTIFAMILY NOTE
US $4,000,000.00 New York, New York
As of September 30, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of FOUR
MILLION AND 00/100 DOLLARS, with interest on the unpaid principal balance from
the date of this Note, until paid, at the Applicable Interest Rate (defined
herein). Principal and interest shall be payable at 3 World Financial Center,
New York, New York 10285, or such other place as the holder hereof may designate
in writing, as follows:
(i) payments of interest only commencing on the first day of October, 1996
and thereafter on the first day of each succeeding calendar month up
to and including the Maturity Date (defined herein); and
(ii) the balance of the aggregate outstanding principal sum and all accrued
but unpaid interest thereon shall be due and payable on the Maturity
Date.
The term "Maturity Date" shall mean November 15, 1996.
Interest on the principal sum of the Note shall be calculated on the basis
of the actual number of days elapsed in a three hundred sixty (360) day year.
All payments to Lender under the Note or this Agreement shall be made by wire
transfer of immediately available federal funds.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees not to exceed twenty-five (25%) of the sums due
hereunder.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the
solidary or joint and several obligation of all makers, sureties, guarantors and
endorsers, and shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
IN WITNESS WHEREOF, Borrower has executed this Instrument or caused the
same to be executed by its representatives thereunto duly authorized.
NATIONAL PROPERTY INVESTORS 6, a California
limited partnership
By: NPI Equity Investments, Inc., a Florida
corporation, its general partner
By: /s/William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
CORPORATE ACKNOWLEDGEMENT
STATE OF New York
COUNTY OF New York
I, a Notary Public of the County and State aforesaid, certify that William
H. Jarrard, Jr., personally appeared before me this day and acknowledged that
(s)he is President of NPI Equity Investments Inc., a Florida corporation, and
that by authority duly given and as the act of the corporation in its capacity
as a general partner in and on behalf of National Property Investors 6, a
California limited partnership, the foregoing instrument was signed in its name
by its President, sealed with its corporate seal and attested by (him) (her) as
its Secretary.
Witness my hand and official stamp or seal, this 26 day of September, 1996.
/s/Christopher Olenik
Notary Public
My Commission Expires:
September 9, 1998
Loan No. 734079680
Fairway View I
AMENDED AND RESTATED
MULTIFAMILY NOTE
THIS AMENDED AND RESTATED MULTIFAMILY NOTE (together with all extensions,
renewals, modifications, substitutions and amendments thereof and all
instruments from time to time issued in exchange therefor collectively referred
to herein as the "Note") in the principal sum of FOUR MILLION AND 00/100 DOLLARS
($4,000,000) in lawful money of the United States of America is made this first
day of November, 1996, between the Maker, NATIONAL PROPERTY INVESTORS 6, a
California limited partnership, whose address is c/o Insignia Financial Group,
Inc., 1 Insignia Plaza, Greenville, South Carolina 29602 (herein "Borrower"),
and the Payee, LEHMAN BROTHERS HOLDINGS INC. d/b/a Lehman Capital, A Division of
Lehman Brothers Holdings Inc. a corporation, organized and existing under the
laws of Delaware, whose address is Three World Financial Center, New York, New
York 10285 (herein "Lender").
WHEREAS, Borrower has executed and delivered that certain Multifamily Note
dated September 30, 1996, in the original principal amount of FOUR MILLION and
No/100 Dollars ($4,000,000) (the "Existing Note"), to Lender.
WHEREAS, the Existing Note is secured by that certain Multifamily Mortgage,
Assignment of Rents and Security Agreement dated as of September 30, 1996 (the
"Existing Mortgage") and recorded on October 1, 1996 as Original 57, Bundle
10732 in the mortgage records of the Clerk of Court and Ex-Officio Recorder of
Mortgages for East Baton Rouge Parish, Louisiana.
WHEREAS, on the date hereof, Borrower and Lender desire to amend and
restate the Existing Note as set forth below.
From and after the date hereof, the terms, covenants and provisions of the
Existing Note are hereby modified, amended and restated in their entirety as
provided on Rider A attached hereto and incorporated herein, and the Existing
Note, as so modified, amended and restated is hereby ratified and confirmed in
all respects by Borrower. In accordance with Louisiana Civil Code Article 1881,
neither this Instrument nor anything contained herein shall be construed as a
substitution or novation of Borrower's indebtedness to Lender or of the Existing
Note, which shall remain in full force and effect, as hereby confirmed,
modified, restated and superseded.
IN WITNESS WHEREOF, Borrower and Lender have executed this Note or have
caused the same to be executed by their representative thereunto duly
authorized.
BORROWER: NATIONAL PROPERTY INVESTORS 6,
a California limited partnership
By: NPI Equity Investments, Inc.,
a Florida corporation,
its general partner
By: /s/William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
LENDER: LEHMAN BROTHERS HOLDINGS INC.
D/B/A LEHMAN CAPITAL, A DIVISION
OF LEHMAN BROTHERS HOLDINGS INC.,
A Delaware corporation
By: /s/Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT
RECOURSE. This first day of November,
1996.
LEHMAN BROTHERS HOLDINGS, INC.
d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc., a Delaware
corporation
By: /s/Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
MULTIFAMILY NOTE
US $3,800,000.00 New York, New York
As of September 30, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of THREE
MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($3,800,000.00), with interest
on the unpaid principal balance from the date of this Note, until paid, at the
Applicable Interest Rate (defined herein). Principal and interest shall be
payable at 3 World Financial Center, New York, New York 10285, or such other
place as the holder hereof may designate in writing, as follows:
(i) payments of interest only commencing on the first day of October, 1996
and thereafter on the first day of each succeeding calendar month up
to and including the Maturity Date (defined herein); and
(ii) the balance of the aggregate outstanding principal sum and all accrued
but unpaid interest thereon shall be due and payable on the Maturity
Date.
The term "Maturity Date" shall mean November 15, 1996.
Interest on the principal sum of the Note shall be calculated on the basis
of the actual number of days elapsed in a three hundred sixty (360) day year.
All payments to Lender under the Note or this Agreement shall be made by wire
transfer of immediately available federal funds.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees not to exceed twenty-five percent (25%) of the
sums due hereunder.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the
solidary or joint and several obligation of all makers, sureties, guarantors and
endorsers, and shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
IN WITNESS WHEREOF, Borrower has executed this Instrument or has caused the
same to be executed by its representatives thereunto duly authorized.
NATIONAL PROPERTY INVESTORS 6, a California limited
partnership
By: NPI Equity Investments, Inc., a Florida
corporation, its general partner
By: /s/William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
CORPORATE ACKNOWLEDGEMENT
STATE OF New York
COUNTY OF New York
I CERTIFY that on September 26, 1996, William H. Jarrard, Jr.,personally
came before me and this person acknowledged under oath to my satisfaction that
this person signed, sealed and delivered the attached document as President of
NPI Equity Investments, Inc., a Florida corporation, the corporation named in
this document; and this document was signed, and made by the corporation as its
voluntary act and deed by virtue of authority from its Board of Directors, as
general partner of National Property Investors 6, a California limited
partnership, on behalf of said limited partnership.
/s/Christopher Olenik
Printed Name Christopher Olenik
NOTARY PUBLIC, State of New York
Commission No.: 010L5064248
My commission expires: September 9, 1998
Loan No. 734079672
Place Du Plantier
AMENDED AND RESTATED
MULTIFAMILY NOTE
THIS AMENDED AND RESTATED MULTIFAMILY NOTE (together with all extensions,
renewals, modifications, substitutions and amendments thereof and all
instruments from time to time issued in exchange therefor collectively referred
to herein as the "Note") in the principal sum of THREE MILLION EIGHT HUNDRED
THOUSAND AND 00/100 DOLLARS ($3,800,000) in lawful money of the United States of
America is made this first day of November, 1996, between the Maker, NATIONAL
PROPERTY INVESTORS 6, a California limited partnership, whose address is c/o
Insignia Financial Group, Inc., 1 Insignia Financial Plaza, Greenville, South
Carolina 29602 (herein "Borrower"), and the Payee, LEHMAN BROTHERS HOLDINGS INC.
d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc. a corporation,
organized and existing under the laws of Delaware, whose address is Three World
Financial Center, New York, New York 10285 (herein "Lender").
WHEREAS, Borrower has executed and delivered that certain Multifamily Note
dated September 30, 1996, in the original principal amount of THREE MILLION
EIGHT HUNDRED THOUSAND and No/100 Dollars ($3,800,000) (the "Existing Note"), to
Lender.
WHEREAS, the Existing Note is secured by that certain Multifamily Mortgage,
Assignment of Rents and Security Agreement dated as of September 30, 1996 (the
"Existing Mortgage") and recorded on October 1, 1996 as Original 69, Bundle
10732 in the mortgage records of the Clerk of Court and Ex-Officio Recorder of
Mortgages for East Baton Rouge Parish, Louisiana.
WHEREAS, on the date hereof, Borrower and Lender desire to amend and
restate the Existing Note as set forth below.
From and after the date hereof, the terms, covenants and provisions of the
Existing Note are hereby modified, amended and restated in their entirety as
provided on Rider A attached hereto and incorporated herein, and the Existing
Note, as so modified, amended and restated is hereby ratified and confirmed in
all respects by Borrower. In accordance with Louisiana Civil Code Article 1881,
neither this Instrument nor anything contained herein shall be construed as a
substitution or novation of Borrower's indebtedness to Lender or of the Existing
Note, which shall remain in full force and effect, as hereby confirmed,
modified, restated and superseded.
IN WITNESS WHEREOF, Borrower and Lender have executed this Note or have
caused the same to be executed by their representative thereunto duly
authorized.
BORROWER: NATIONAL PROPERTY INVESTORS 6,
a California limited partnership
By: NPI Equity Investments, Inc.,
a Florida corporation,
its general partner
By: /s/William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
LENDER: LEHMAN BROTHERS HOLDINGS INC.
D/B/A LEHMAN CAPITAL, A DIVISION
OF LEHMAN BROTHERS HOLDINGS INC.
A Delaware corporation
By: /s/Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT
RECOURSE. This first day of November,
1996.
LEHMAN BROTHERS HOLDINGS INC.
d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc., a Delaware
corporation
By: /s/Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
MULTIFAMILY NOTE
US $1,450,000.00 New York, New York
As of September 30, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of ONE
MILLION FOUR HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS, with interest on the
unpaid principal balance from the date of this Note, until paid, at the
Applicable Interest Rate (defined herein). Principal and interest shall be
payable at 3 World Financial Center, New York, New York 10285, or such other
place as the holder hereof may designate in writing, as follows:
(i) payments of interest only commencing on the first day of October, 1996
and thereafter on the first day of each succeeding calendar month up
to and including the Maturity Date (defined herein); and
(ii) the balance of the aggregate outstanding principal sum and all accrued
but unpaid interest thereon shall be due and payable on the Maturity
Date.
The term "Maturity Date" shall mean November 15, 1996.
Interest on the principal sum of the Note shall be calculated on the basis
of the actual number of days elapsed in a three hundred sixty (360) day year.
All payments to Lender under the Note or this Agreement shall be made by wire
transfer of immediately available federal funds.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
IN WITNESS WHEREOF, Borrower has executed this Instrument or has caused the
same to be executed by its representatives thereunto duly authorized.
NATIONAL PROPERTY INVESTORS 6, a California
limited partnership
By: NPI Equity Investments, Inc., a Florida
corporation, its general partner
By: /s/William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
CORPORATE ACKNOWLEDGEMENT
STATE OF New York
COUNTY OF New York
I CERTIFY that on September 26, 1996, William H. Jarrard, Jr., personally
came before me and this person acknowledged under oath to my satisfaction that
this person signed, sealed and delivered the attached document as President of
NPI Equity Investments, Inc., a Florida corporation, the corporation named in
this document; and this document was signed, and made by the corporation as its
voluntary act and deed by virtue of authority from its Board of Directors, as
general partner of National Property Investors 6, a California limited
partnership, on behalf of said limited partnership.
/s/Christopher Olenik
Printed Name Christopher Olenik
NOTARY PUBLIC, State of New York
Commission No.: 010L5064248
My commission expires: September 9, 1998
Loan No. 734079702
Rocky Ridge
AMENDED AND RESTATED
MULTIFAMILY NOTE
THIS AMENDED AND RESTATED MULTIFAMILY NOTE (together with all extensions,
renewals, modifications, substitutions and amendments thereof and all
instruments from time to time issued in exchange therefor collectively referred
to herein as the "Note") in the principal sum of ONE MILLION FOUR HUNDRED FIFTY
THOUSAND AND 00/100 DOLLARS ($1,450,000) in lawful money of the United States of
America is made this first day of November, 1996, between the Maker, NATIONAL
PROPERTY INVESTORS 6, a California limited partnership, whose address is c/o
Insignia Financial Group, Inc., 1 Insignia Financial Plaza, Greenville, South
Carolina 29602 (herein "Borrower"), and the Payee, LEHMAN BROTHERS HOLDINGS INC.
d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc. a corporation,
organized and existing under the laws of Delaware, whose address is Three World
Financial Center, New York, New York 10285 (herein "Lender").
WHEREAS, Borrower has executed and delivered that certain Multifamily Note
dated September 30, 1996, in the original principal amount of ONE MILLION FOUR
HUNDRED FIFTY THOUSAND and No/100 Dollars ($1,450,000) (the "Existing Note"), to
Lender.
WHEREAS, the Existing Note is secured by that certain Multifamily Mortgage,
Assignment of Rents and Security Agreement dated as of September 30, 1996 (the
"Existing Mortgage") and recorded on October 1, 1996 as Document No. 9611-8006
in the land records of Jefferson County.
WHEREAS, on the date hereof, Borrower and Lender desire to amend and
restate the Existing Note as set forth below.
From and after the date hereof, the terms, covenants and provisions of the
Existing Note are hereby modified, amended and restated in their entirety as
provided on Rider A attached hereto and incorporated herein, and the Existing
Note, as so modified, amended and restated is hereby ratified and confirmed in
all respects by Borrower. Neither this Instrument nor anything contained herein
shall be construed as a substitution or novation of Borrower's indebtedness to
Lender or of the Existing Note, which shall remain in full force and effect, as
hereby confirmed, modified, restated and superseded.
IN WITNESS WHEREOF, Borrower and Lender have executed this Note or have
caused the same to be executed by their representative thereunto duly
authorized.
BORROWER: NATIONAL PROPERTY INVESTORS 6,
a California limited partnership
By: NPI Equity Investments, Inc.,
a Florida corporation,
its general partner
By: /s/William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
LENDER: LEHMAN BROTHERS HOLDINGS INC.
D/B/A LEHMAN CAPITAL, A DIVISION
OF LEHMAN BROTHERS HOLDINGS INC.,
A Delaware corporation
By: /s/Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT
RECOURSE. This first day of November,
1996.
LEHMAN BROTHERS HOLDINGS INC.
d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc., a Delaware
Corporation
By: /s/Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
MULTIFAMILY NOTE
US $6,800,000.00 New York, New York
As of September 30, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of SIX
MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS, with interest on the unpaid
principal balance from the date of this Note, until paid, at the Applicable
Interest Rate (defined herein). Principal and interest shall be payable at 3
World Financial Center, New York, New York 10285, or such other place as the
holder hereof may designate in writing, as follows:
(i) payments of interest only commencing on the first day of October, 1996
and thereafter on the first day of each succeeding calendar month up
to and including the Maturity Date (defined herein); and
(ii) the balance of the aggregate outstanding principal sum and all accrued
but unpaid interest thereon shall be due and payable on the Maturity
Date.
The term "Maturity Date" shall mean November 15, 1996.
Interest on the principal sum of the Note shall be calculated on the basis
of the actual number of days elapsed in a three hundred sixty (360) day year.
All payments to Lender under the Note shall be made by wire transfer of
immediately available federal funds.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
IN WITNESS WHEREOF, Borrower has executed this Instrument or has caused the
same to be executed by its representatives thereunto duly authorized.
NATIONAL PROPERTY INVESTORS 6, a California limited
partnership
By: NPI Equity Investments, Inc., a Florida
corporation, its general partner
By: /s/William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
CORPORATE ACKNOWLEDGEMENT
STATE OF New York
COUNTY OF New York
I CERTIFY that on September 26, 1996, William H. Jarrard, Jr.,personally
came before me and this person acknowledged under oath to my satisfaction that
this person signed, sealed and delivered the attached document as President of
NPI Equity Investments, Inc., a Florida corporation, the corporation named in
this document; and this document was signed, and made by the corporation as its
voluntary act and deed by virtue of authority from its Board of Directors, as
general partner of National Property Investors 6, a California limited
partnership, on behalf of said limited partnership.
/s/Christopher Olenik
Printed Name Christopher Olenik
NOTARY PUBLIC, State of New York
Commission No.: 010L5064248
My commission expires: September 9, 1998
Loan No. 734079710
Ski Lodge
AMENDED AND RESTATED
MULTIFAMILY NOTE
THIS AMENDED AND RESTATED MULTIFAMILY NOTE (together with all extensions,
renewals, modifications, substitutions and amendments thereof and all
instruments from time to time issued in exchange therefor collectively referred
to herein as the "Note") in the principal sum of SIX MILLION EIGHT HUNDRED
THOUSAND DOLLARS AND 00/100 ($6,800,000) in lawful money of the United States of
America is made this first day of November, 1996, between the Maker, NATIONAL
PROPERTY INVESTORS 6, a California limited partnership, whose address is c/o
Insignia Financial Group, Inc., 1 Insignia Financial Plaza, Greenville, South
Carolina 29602 (herein "Borrower"), and the Payee, LEHMAN BROTHERS HOLDINGS INC.
d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc. a corporation,
organized and existing under the laws of Delaware, whose address is Three World
Financial Center, New York, New York 10285 (herein "Lender").
WHEREAS, Borrower has executed and delivered that certain Multifamily Note
dated September 30, 1996, in the original principal amount of SIX MILLION EIGHT
HUNDRED THOUSAND and No/100 Dollars ($6,800,000) (the "Existing Note"), to
Lender.
WHEREAS, the Existing Note is secured by that certain Multifamily Mortgage,
Assignment of Rents and Security Agreement dated as of September 30, 1996 (the
"Existing Mortgage") and recorded on October 1, 1996 as in Real Property Book
1698 at Page 0069 in the land records of Montgomery County.
WHEREAS, on the date hereof, Borrower and Lender desire to amend and
restate the Existing Note as set forth below.
From and after the date hereof, the terms, covenants and provisions of the
Existing Note are hereby modified, amended and restated in their entirety as
provided on Rider A attached hereto and incorporated herein, and the Existing
Note, as so modified, amended and restated is hereby ratified and confirmed in
all respects by Borrower. Neither this Instrument nor anything contained herein
shall be construed as a substitution or novation of Borrower's indebtedness to
Lender or of the Existing Note, which shall remain in full force and effect, as
hereby confirmed, modified, restated and superseded.
IN WITNESS WHEREOF, Borrower and Lender have executed this Note or have
caused the same to be executed by their representative thereunto duly
authorized.
BORROWER: NATIONAL PROPERTY INVESTORS 6,
a California limited partnership
By: NPI Equity Investments, Inc.,
a Florida corporation,
its general partner
By: /s/William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
LENDER: LEHMAN BROTHERS HOLDINGS INC.
D/B/A LEHMAN CAPITAL, A DIVISION
OF LEHMAN BROTHERS HOLDINGS INC.,
A Delaware corporation
By: /s/Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT
RECOURSE. This first day of November,
1996.
LEHMAN BROTHERS HOLDINGS, INC.
d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc., a Delaware
corporation
By: /s/Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
