SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1997
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-11699
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BALCOR PENSION INVESTORS-IV
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(Exact name of registrant as specified in its charter)
Illinois 36-3202727
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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<PAGE>
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
BALANCE SHEETS
June 30, 1997 and December 31, 1996
(UNAUDITED)
ASSETS
1997 1996
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Cash and cash equivalents $ 6,445,283 $ 29,204,900
Cash and cash equivalents - Early
Investment Incentive Fund 2,457,252 185,167
Accounts and accrued interest receivable 278,390 1,092,340
Prepaid expenses 19,901 54,692
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9,200,826 30,537,099
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Real estate held for sale (net of allowance
of $4,608,000 in 1997 and $4,023,000
in 1996) 12,673,400 13,258,400
Investment in joint venture with affiliates 268,975 268,975
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12,942,375 13,527,375
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$ 22,143,201 $ 44,064,474
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LIABILITIES AND PARTNERS' CAPITAL
Accounts and accrued real estate taxes
payable $ 200,347 $ 533,906
Due to affiliates 140,803 145,771
Security deposits 12,489 12,489
Mortgage notes payable 3,742,684 3,883,828
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Total liabilities 4,096,323 4,575,994
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Commitments and contingencies
Limited Partners' capital (429,606
Interests issued and outstanding) 27,409,807 48,752,958
Less Interests held by Early Investment
Incentive Fund (41,330 in 1997 and 1996) (9,264,478) (9,264,478)
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18,145,329 39,488,480
General Partner's deficit (98,451) None
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Total partners' capital 18,046,878 39,488,480
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$ 22,143,201 $ 44,064,474
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The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the six months ended June 30, 1997 and 1996
(UNAUDITED)
1997 1996
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Income:
Interest on loan receivable $ 84,570
Interest on short-term investments $ 314,997 105,849
Settlement income 75,000
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Total income 389,997 190,419
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Expenses:
Loss (income) from operations of real
estate held for sale 144,399 (991,508)
Participation in loss (income) of joint
venture with affiliates 81,930 (200,943)
Provision for potential losses on
real estate 585,000 2,000,000
Administrative 423,984 583,253
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Total expenses 1,235,313 1,390,802
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Net loss $ (845,316) $ (1,200,383)
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Net loss allocated to General Partner None $ (90,029)
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Net loss allocated to Limited Partners $ (845,316) $ (1,110,354)
============== ==============
Net loss per average number of
Limited Partnership Interests outstanding
(388,276 in 1997 and 394,684 in 1996) $ (2.18) $ (2.81)
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Distributions to General Partner $ 134,252 $ 71,602
============== ==============
Settlement Distribution to Limited Partners $ 16,056 None
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Distributions to Limited Partners $ 20,481,779 $ 789,382
============== ==============
Distributions per Limited Partnership
Interest $ 52.75 $ 2.00
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The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended June 30, 1997 and 1996
(UNAUDITED)
1997 1996
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Income:
Interest on loan receivable $ 53,165
Participation in income of joint
venture with affiliates 120,215
Interest on short-term investments $ 121,377 52,483
Settlement income 75,000
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Total income 196,377 225,863
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Expenses:
Loss (income) from operations of real
estate held for sale 57,984 (616,572)
Provision for potential losses on
real estate 585,000 2,000,000
Administrative 242,003 426,581
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Total expenses 884,987 1,810,009
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Net loss $ (688,610) $ (1,584,146)
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Net loss allocated to General Partner None $ (118,811)
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Net loss allocated to Limited Partners $ (688,610) $ (1,465,335)
============== ==============
Net loss per average number of
Limited Partnership Interests outstanding
(388,276 in 1997 and 394,684 in 1996) $ (1.78) $ (3.71)
============== ==============
Distribution to General Partner $ 98,451 $ 35,801
============== ==============
Distribution to Limited Partners $ 1,067,770 $ 394,691
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Distribution per Limited Partnership
Interest $ 2.75 $ 1.00
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The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1997 and 1996
(UNAUDITED)
1997 1996
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Operating activities:
Net loss $ (845,316) $ (1,200,383)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Participation in loss (income) of
joint venture with affiliates 81,930 (200,943)
Provision for potential losses on
real estate 585,000 2,000,000
Amortization of deferred expenses 11,265
Net change in:
Escrow deposits (27,556)
Accounts and accrued interest
receivable 813,950 216,372
Prepaid expenses 34,791 (191,461)
Accounts and accrued real estate
taxes payable (333,559) 196,238
Due to affiliates (4,968) 19,268
Other liabilities 24,870
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Net cash provided by operating activities 331,828 847,670
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Investing activities:
Capital contribution to joint venture with
an affiliate (81,930)
Distributions from joint venture
with affiliates 105,209
Collection of pricipal payments on
loan receivable 69,095
Additions to real estate (378,028)
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Net cash used in investing activities (81,930) (203,724)
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<PAGE>
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1997 and 1996
(UNAUDITED)
(CONTINUED)
Financing activities:
Distributions to Limited Partners (20,497,835) (789,382)
Distributions to General Partner (134,252) (71,602)
Contribution by General Partner 35,801
Change in cash and cash equivalents -
Early Investment Incentive Fund (2,272,085) 48,756
Repurchase of Limited Partnership
Interests (147,882)
Principal payments on mortgage notes
payable (141,144) (250,913)
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Net cash used in financing activities (23,009,515) (1,211,023)
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Net change in cash and cash equivalents (22,759,617) (567,077)
Cash and cash equivalents at beginning
of year 29,204,900 4,220,385
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Cash and cash equivalents at end of period $ 6,445,283 $ 3,653,308
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The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the six months and quarter
ended June 30, 1997 and all such adjustments are of a normal and recurring
nature.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1996, the Partnership sold five properties and its minority
joint venture interest in one additional property. A majority of the proceeds
from the sales were distributed to Limited Partners in January 1997. The
Partnership has entered into a contract to sell the Glendale Fashion Center. It
is expected that the lender on North Kent Mall will acquire the property in
September 1997. However, the Partnership still retains an interest in an
Outlot, which it will market for sale. The timing of the termination of the
Partnership and final distribution of cash will depend upon the nature and
extent of liabilities and contingencies which exist or may arise. Such
contingencies may include legal and other fees stemming from litigation
involving the Partnership including, but not limited to, the lawsuit discussed
in Note 7 of Notes to Financial Statements. In the absence of any such
contingency, the reserves will be paid within twelve months of the last
property being sold. In the event a contingency exists, reserves may be held by
the Partnership for a longer period of time.
3. Interest Expense:
During the six months ended June 30, 1997 and 1996, the Partnership incurred
interest expense on mortgage notes payable of $201,047 and $476,007 and paid
interest expense of $202,602 and $476,428, respectively.
4. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the six
months and quarter ended June 30, 1997 are:
Paid
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Six Months Quarter Payable
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Reimbursement of expenses to
the General Partner, at cost $ 83,581 $ 53,396 $ 140,803
The General Partner made a contribution of $35,801 in connection with the
settlement of certain litigation as further discussed in Note 6 of Notes to
Financial Statements.
<PAGE>
5. Investment in Joint Venture with Affiliates:
The Perimeter 400 Center Office Building was owned by a joint venture
consisting of the Partnership and three affiliates. The Partnership's sharing
percentage is 15.37%. In 1996, the joint venture sold the property. Pursuant
to the terms of the sale, $1,750,000 of the proceeds will be retained by the
joint venture until September 1997, of which $268,975 is the Partnership's
share.
6. Settlement of Litigation:
A settlement received final approval by the court in November 1996 in the class
action, Paul Williams and Beverly Kennedy, et. al. v. Balcor Pension Investors,
et. al. upon the terms described in the notice to class members in September
1996. The General Partner made a contribution of $35,801 to the Partnership,
from which the plaintiff's counsel was paid $3,581 pursuant to the settlement
agreement. In February 1997, the General Partner made a settlement payment of
the remaining $32,220 ($0.08 per Interest) to members of the class pursuant to
the settlement agreement. Of the settlement amount, $16,056 was paid to
original investors who held their Limited Partnership Interests at the date of
the settlement and was recorded as a distribution to Limited Partners in the
Financial Statements. The remaining portion of the settlement of $16,164 was
paid to original investors who previously sold their Interests in the
Partnership. This amount was recorded as an administrative expense in the
Financial Statements. The settlement had no material impact on the Partnership.
7. Contingency:
The Partnership is currently involved in a lawsuit whereby the Partnership, the
General Partner and certain third parties have been named as defendants seeking
damages relating to tender offers to purchase interests in the Partnership and
nine affiliated partnerships initiated by the third party defendants in 1996.
The defendants continue to vigorously contest this action. The action has been
dismissed with prejudice and plaintiffs have filed an appeal. It is not
determinable at this time whether or not an unfavorable decision in this action
would have a material adverse impact on the financial position, operations and
liquidity of the Partnership. The Partnership believes it has meritorious
defenses to contest the claims.
8. Subsequent Event:
In July 1997, the Partnership made a distribution of $859,212 ($2.00 per
Interest) to the holders of Limited Partnership Interests which represents a
distribution of available Cash Flow for the second quarter of 1997.
<PAGE>
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Pension Investors-IV (the "Partnership") is a limited partnership formed
in 1982 to invest in wrap-around mortgage loans and, to a lesser extent, make
other junior mortgage loans and first mortgage loans. The Partnership raised
$214,803,000 through the sale of Limited Partnership Interests and utilized
these proceeds to fund thirty-eight loans. As a result of the repayments,
foreclosures and write-offs of loans in prior years, the Partnership has no
loans in its portfolio as of June 30, 1997. Currently, the Partnership has
entered into a contract for the sale of the Glendale Fashion Center and is
expected that the lender on North Kent Mall will acquire title to the property
except for an Outlot, as discussed below.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1996 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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The Partnership recognized provisions for potential losses on real estate
related to the North Kent Mall of $2,000,000 and $585,000 during the second
quarters of 1996 and 1997, respectively. In addition, the Partnership generated
a loss from operations of real estate held for sale during 1997 as compared to
income during 1996 primarily due to the 1996 sales of the Partnership's
properties, which were generating income from operations prior to their sales,
including the Perimeter 400 Center Office Building in which the Partnership
held a minority joint venture interest. These events resulted in a decrease in
the net loss during the six months and quarter ended June 30, 1997 as compared
to the same periods in 1996. Further discussion of the Partnership's operations
is summarized below.
1997 Compared to 1996
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Unless otherwise noted, discussions of fluctuations between 1997 and 1996 refer
to both the six months and quarters ended June 30, 1997 and 1996.
As a result of the prepayment of the Stonehaven South Apartments loan in July
1996, interest income on loan receivable ceased in 1996.
Higher average cash balances were available for investment due to proceeds
received by the Partnership from the 1996 property sales prior to distribution
to Limited Partners in January 1997. This resulted in an increase in interest
income on short-term investments in 1997 as compared to 1996.
<PAGE>
In June 1997, the Partnership received $75,000 as a final payment related to
the October 1996 settlement with a former tenant of the 240 East Ontario Office
Building which was sold in 1993. The settlement related to rental income owed
to the Partnership pursuant to the terms of the tenant's lease. This amount
was recognized as settlement income for financial statement purposes.
Operations of real estate held for sale represent the net operations of those
properties acquired by the Partnership through foreclosure. At June 30, 1997,
the Partnership was operating two properties. The funds advanced for these two
properties by the Partnership total approximately $11,900,000, representing
approximately 6% of original funds advanced. The 1996 sales of the
Partnership's properties, which were generating income from operations prior to
their sales, resulted in a significant decrease in income from operations of
real estate held for sale during 1997. In addition, the Glendale Fashion Center
operated at a loss during 1997 and 1996. These were the primary reasons the
Partnership recognized a loss from real estate held for sale during 1997 as
compared to income in 1996.
Participation in loss (income) of joint venture with affiliates represents the
Partnership's 15.37% share of the operations from the Perimeter 400 Center
Office Building. In December 1996, the joint venture sold the property. During
the first quarter of 1997, the Partnership paid its share of additional
expenses related to the property. As a result, the Partnership recognized
participation in loss of joint venture with affiliates during the six months
ended June 30, 1997 as compared to income during the same period in 1996.
Provisions are charged to income when the General Partner believes an
impairment has occurred to the value of its properties. Determinations of fair
value are made periodically on the basis of assessments of property operations
and estimated sales prices less closing costs. Determinations of fair value
represent estimations based on many variables which affect the value of real
estate, including economic and demographic conditions. The Partnership did not
recognize any provisions for potential losses for its loan during the six
months ended June 30, 1996. The Partnership recognized provisions of $585,000
and $2,000,000 related to the North Kent Mall during the six months ended June
30, 1997 and 1996, respectively, to provide for the change in the estimate of
the fair value of the property. This property is fully reserved at June 30,
1997.
The Partnership incurred higher professional fees in 1996 in connection with
the valuation of the Partnership's assets. This was the primary reason for the
decrease in administrative expenses during 1997 as compared to 1996. The
Partnership also incurred higher accounting and portfolio management fees
during 1996 which contributed to the decrease.
Liquidity and Capital Resources
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The cash position of the Partnership as of June 30, 1997 decreased by
approximately $22,760,000 when compared to December 31, 1996 primarily due to
the payment of special distributions to Limited Partners in January and April
1997 with proceeds from the 1996 property sales. The Partnership received cash
<PAGE>
flow of approximately $332,000 from its operating activities, primarily from
interest income earned on short-term interest bearing instruments and the
collection of receivables related to properties sold in 1996, net of
administrative expenses. The Partnership used cash in its investing activities
to make a contribution to the joint venture with affiliate of approximately
$82,000. The Partnership's financing activities consisted of the payment of
distributions to the Partners totaling approximately $20,632,000, an increase
in restricted cash and cash equivalents of approximately $2,272,000 due to the
discontinuance of the repurchase of Interests from Limited Partners, a
contribution by the General Partner of approximately $36,000, and the payment
of principal of approximately $142,000 on the mortgage notes payable.
The Partnership classifies the cash flow performance of its properties as
either positive, a marginal deficit or a significant deficit, each after
consideration of debt service payments unless otherwise indicated. A deficit is
considered to be significant if it exceeds $250,000 annually or 20% of the
property's rental and service income. The Partnership defines cash flow
generated from its properties as an amount equal to the property's revenue
receipts less property related expenditures, which include debt service
payments. During 1997 and 1996, North Kent Mall generated positive cash flow.
However, significant leasing costs were incurred in 1996 at North Kent Mall in
order to lease vacant space and renew existing tenant leases which were
scheduled to expire during 1996. These costs were not included in classifying
the cash flow performance of the mall in 1996 since they were nonrecurring
expenditures. Had these nonrecurring expenditures been included, the property
would have operated at a significant cash flow deficit during 1996. During 1997
and 1996, the Glendale Fashion Center operated at a significant cash flow
deficit. The Colony, Del Lago, Palm View, Pelican Pointe and Regency Club
apartment complexes, which were sold in 1996, generated positive cash flow
prior to their sale. In addition, the Perimeter 400 Center Office Building, the
property in which the Partnership held a minority joint venture interest, was
sold in December 1996 and generated positive cash flow prior to its sale.
The Partnership's remaining assets are two shopping centers: Glendale Fashion
Center located in Glendale, California and North Kent Mall located in Grand
Rapids, Michigan. Currently, Glendale Fashion Center has no tenants in
occupancy. The property continues to proceed through the local government
entitlement process as part of a sale and redevelopment plan. This property is
currently under contract for a sale price of $10,700,000 and the sale is
scheduled to close on August 28, 1997.
North Kent Mall, with the exception of one outlot (the "Outlot"), is
collateralized by a mortgage loan of approximately $1,689,000. The Outlot is
collateralized by a separate mortgage loan. The Partnership and the holder (the
"Lender") of the mortgage loan collateralized by the North Kent Mall executed
an agreement effective as of January 1, 1997, pursuant to which the maturity
date of the loan was extended to September 1, 1997. If North Kent Mall is sold
prior to September 1, 1997, the Partnership is obligated to pay all amounts due
pursuant to the loan terms plus an additional amount equal to 10% of the net
sale proceeds, as defined by the agreement. In the event no sale occurs by
September 1, 1997, title to North Kent Mall will be conveyed on such date to
<PAGE>
the Lender pursuant to a deed in lieu of foreclosure. As of June 30, 1997,
occupancy at North Kent Mall was 48%, partially as a result of a number of
tenant bankruptcies which led to the departure of several major tenants. It is
unlikely that the Partnership will complete a sale of North Kent Mall prior to
September 1, 1997. Therefore, it is expected that the Lender will obtain title
pursuant to a deed in lieu of foreclosure on such date, after which the
Partnership will have no further obligations under the loan and no further
interest in North Kent Mall.
The Outlot collateralizes a mortgage loan of approximately $783,000 which
matures in 2010. The Partnership intends to separately market the Outlot for
sale.
During 1996, the Partnership sold five properties and its minority joint
venture interest in one additional property. A majority of the proceeds from
the 1996 sales were distributed to Limited Partners in January and April 1997.
The Partnership has retained a portion of the cash to satisfy obligations of
the Partnership as well as establish a reserve for contingencies. The
Partnership has two remaining properties as discussed above. The timing of the
termination of the Partnership and final distribution of cash will depend upon
the nature and extent of liabilities and contingencies which exist or may
arise. Such contingencies may include legal and other fees stemming from
litigation involving the Partnership including, but not limited to, the lawsuit
discussed in Note 7 of Notes to Financial Statements. In the absence of any
such contingency, the reserves will be paid within twelve months of the last
property being sold. In the event a contingency exists, reserves may be held by
the Partnership for a longer period of time.
Pursuant to the sale agreement for the Regency Club Apartments, $250,000 of the
sale proceeds was retained by the Partnership and was unavailable for
distribution until January 1997, at which time the funds were released in full.
Pursuant to the sale agreement for the Perimeter 400 Center Office Building,
which was owned by a joint venture consisting of the Partnership and three
affiliates, $1,750,000 of the sale proceeds was retained by the joint venture
and is unavailable for distribution until September 1997. The Partnership's
share is $268,975.
In June 1997, the Partnership received $75,000 as a final payment related to an
October 1996 settlement with a former tenant at the 240 East Ontario Office
Building which was sold in 1993. The settlement relates to rental income owed
to the Partnership under the terms of the tenant's lease.
In February 1997, the General Partner made a settlement payment of $32,220
($.08 per Interest) to members of the class pursuant to the settlement approved
by the court in November 1996 in the Paul Williams and Beverly Kennedy, et.
al., v. Balcor Pension Investors, et. al. class action lawsuit. The General
Partner made a contribution of $35,801 to the Partnership, from which the
plaintiffs' counsel was paid $3,581 pursuant to the settlement agreement. Of
the settlement amount, $16,056 was paid to the original investors who held
their Limited Partnership Interests at the date of the settlement and was
<PAGE>
recorded as a distribution to Limited Partners in the Financial Statements. The
remaining portion of the settlement of $16,164 was paid to original investors
who previously had sold their Interests in the Partnership. This amount was
recorded as an administrative expense in the Financial Statements.
In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners.
In July 1997, the Partnership paid a distribution of $859,212 ($2.00 per
Interest) to the holders of Limited Partnership Interests which represents a
distribution of available Cash Flow for the second quarter of 1997. Including
the July 1997 distribution, Limited Partners have received cash distributions
totaling $643.98 per $500 Interest. Of this amount, $330.85 represents Cash
Flow from operations and $313.13 represents a return of Original Capital. In
July 1997, the Partnership also paid $71,601 to the General Partner as its
distributive share of Cash Flow distributed for the first quarter of 1997, and
made a contribution to the Early Investment Incentive Fund of $23,867. Future
distributions will be made from available sale proceeds from the Partnership's
remaining properties, as to which there can be no assurances.
Changing interest rates can impact real estate values in several ways.
Generally, declining interest rates may lower the cost of capital allowing
buyers to pay more for a property whereas rising interest rates may increase
the cost of capital and lower the price of real estate.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
<PAGE>
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 5. Other Information
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Glendale Fashion Center
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As previously reported, on October 10, 1996, the Partnership contracted to sell
the Glendale Fashion Center, Glendale, California, to an unaffiliated party,
Vestar Development Co., an Arizona corporation. The sale price is $10,700,000.
Pursuant to an agreement between the purchaser and the Partnership, the
purchaser had the option to extend the closing date originally scheduled for
March 31, 1997 for up to four 30 day periods upon three business days advance
notice to the Partnership and the deposit of additional earnest money. The
purchaser and the Partnership have executed an amendment to the agreement of
sale permitting two additional 30 day extensions through September 27, 1997.
The purchaser has currently exercised options to extend the closing date to
August 28, 1997 and deposited additional earnest money for a total of $450,000
of earnest money held in the escrow account.
Item 6. Exhibits and Reports on Form 8-K
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(a)(3) Exhibits:
(4) Form of Confirmation regarding Interests in the Registrant set forth as
Exhibit 4 to the Registrant's Report on Form 10-Q for the quarter ended June
30, 1992 (Commission File No. 0-11699) is incorporated herein by reference.
(10) Material Contracts:
(a) Agreement of Sale and attachment thereto relating to the sale of Regency
Club Apartments, Evansville, Indiana, previously filed as Exhibit (2) to the
Partnership's Current Report on Form 8-K dated August 13, 1996, are
incorporated herein by reference.
(b)(i) Agreement of Sale and attachment thereto relating to the sale of Pelican
Pointe Apartments, Pompano Beach, Florida, previously filed as Exhibit (2) to
the Partnership's Current Report on Form 8-K dated August 29, 1996, are
incorporated herein by reference.
(b)(ii) First Amendment dated September 30, 1996 to Agreement of Sale relating
to the sale of Pelican Pointe Apartments, Pompano Beach, Florida, previously
filed as Exhibit (99)(b) to the Partnership's Current Report on Form 8-K dated
September 16, 1996, is incorporated herein by reference.
(c)(i) Agreement of Sale dated October 10, 1996 and attachment thereto relating
to the sale of Glendale Fashion Center, Glendale, California previously filed
as Exhibit (2) to the Partnership's Current Report on Form 8-K dated September
16, 1996, are incorporated herein by reference.
<PAGE>
(c)(ii) First Amendment to Agreement of Purchase and Sale dated November 8,
1996 relating to the sale of Glendale Fashion Center, Glendale, California
previously filed as Exhibit (10)(c)(ii) to the Partnership's Report on Form
10-Q for the quarter ended September 30, 1996 is incorporated herein by
reference.
(c)(iii) Second Amendment to Agreement of Purchase and Sale relating to the
sale of Glendale Fashion Center, Glendale, California, previously filed as
Exhibit (10)(c)(iii) to the Partnership's Report on Form 10-K for the year
ended December 31, 1996 is incorporated herein by reference.
(c)(iv) Third Amendment to Agreement of Purchase and Sale relating to the sale
of Glendale Fashion Center, Glendale, California, previously filed as Exhibit
(10)(c)(iv) to the Partnership's Report on Form 10-K for the year ended
December 31, 1996 is incorporated herein by reference.
(c)(v) Fourth Amendment to Agreement of Purchase and Sale relating to the sale
of Glendale Fashion Center, Glendale, California, previously filed as Exhibit
(10)(c)(v) to the Partnership's Report on Form 10-K for the year ended December
31, 1996 is incorporated herein by reference.
(c)(vi) Fifth Amendment to Agreement of Purchase and Sale relating to the sale
of Glendale Fashion Center, Glendale, California, previously filed as Exhibit
(10)(c)(vi) to the Partnership's Report on Form 10-K for the year ended
December 31, 1996 is incorporated herein by reference.
(c)(vii) Sixth Amendment to Agreement of Purchase and Sale relating to the sale
of Glendale Fashion Center, Glendale, California, previously filed as Exhibit
(10)(c)(vii) to the Partnership's Report on Form 10-K for the year ended
December 31, 1996 is incorporated herein by reference.
(c)(viii) Seventh Amendment to Agreement of Purchase and Sale relating to the
sale of Glendale Fashion Center, Glendale, California, previously filed as
Exhibit (10)(c)(viii) to the Partnership's Report on Form 10-K for the year
ended December 31, 1996 is incorporated herein by reference.
(c)(ix) Eighth Amendment to Agreement of Purchase and Sale relating to the sale
of Glendale Fashion Center, Glendale, California, previously filed as Exhibit
(10)(c)(ix) to the Partnership's Report on Form 10-Q for the quarter ended
March 31, 1997 is incorporated herein by reference.
(c)(x) Extension Letter dated April 25, 1997 relating to the sale of Glendale
Fashion Center, Glendale, California, previously filed as Exhibit (10)(c)(x) to
the Partnership's Report on Form 10-Q for the quarter ended March 31, 1997 is
incorporated herein by reference.
(c)(xi) Ninth Amendment to Agreement of Sale relating to the sale of Glendale
Fashion Square, Glendale, California, is attached hereto.
(c)(xii) Extension Letter dated July 24, 1997 relating to the sale of Glendale
Fashion Center, Glendale, California, is attached hereto.
<PAGE>
(d) Agreement of Sale and attachment thereto relating to the sale of Perimeter
400 Center, Fulton County, Georgia, previously filed as Exhibit (2) to the
Partnership's Report on Form 8-K dated December 2, 1996, is incorporated herein
by reference.
(27) Financial Data Schedule of the Registrant for the six months ended June
30, 1997 is attached hereto.
(b) Reports on Form 8-K: There were no reports filed on Form 8-K during the
quarter ended June 30, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BALCOR PENSION INVESTORS-IV
By: /s/ Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Mortgage Advisors-III, the General Partner
By: /s/ Jayne A. Kosik
------------------------------
Jayne A. Kosik
Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Mortgage Advisors-III, the General
Partner
Date: August 11, 1997
----------------------
<PAGE>
NINTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
DATED FEBRUARY 13, 1997
by and between
VESTAR DEVELOPMENT CO., an Arizona corporation ("PURCHASER"),
and
GLENDALE FASHION CENTER LIMITED PARTNERSHIP,
an Illinois limited partnership ("SELLER")
RECITALS
A. The parties have entered into the above-described Agreement of Purchase
and Sale, as amended by the First through Eighth Amendments ("Agreement").
B. The parties now wish to further amend the Agreement in the manner set
forth below.
1. Paragraph 30 of the Agreement, as added by the Eighth Amendment, is
amended by deleting such paragraph and substituting the following language
therefor.
30. EXTENSION OF CLOSING. Purchaser shall have the option to extend
the date of Closing for up to six consecutive thirty (30) day periods subject
to the provisions of this Paragraph. In the event that Purchaser elects to
exercise its option pursuant to this Paragraph, Purchaser shall provide Seller
and Escrow Agent with three business days' advance written notice from the
date of the Closing of its intention to extend the Closing Date. Such notice,
in each instance, shall be accompanied by a check made out to the Escrow Agent
(or an electronic fund transfer into the account of the Escrow Agent) in the
following amounts: first thirty (30)-day extension $75,000; second thirty
(30)-day extension, an additional $75,000; third thirty-(30) day extension, an
additional $100,000; fourth (30)-day extension, an additional $100,000; fifth
thirty (30)-day extension, an additional $100,000; and sixth thirty (30)-day
extension, an additional $100,000. In the event that Purchaser exercises any
or all of its extensionsoptions pursuant to the terms of this paragraph, the
amounts deposited as set forth in the preceding sentence shall be held in
accordance with the Escrow Agreement and shall be nonrefundable except in the
case of Seller default under this Agreement. In the event the transaction
contemplated herein Closes, all amounts deposited into Escrow pursuant to this
paragraph, if any, shall be credited against the purchase price at Closing.
Purchaser shall have no right to extend the Closing beyond September 27, 1997.
2. The following is hereby added as paragraph 31 of the Agreement.
Purchaser has advised Seller of its possible desire to conduct
demolition/asbestos removal prior to Close of Escrow. Seller will permit such
demolition/asbestos subject to the entry into of an agreement acceptable to
Seller in its sole and absolute discretion.
3. All capitalized terms used in this Ninth Amendment, to the extent not
otherwise expressly defined herein, shall have the same meanings ascribed to
such terms in the Agreement or the Escrow Agreement.
<PAGE>
4. Except as modified herein, the Agreement, as amended by this
Amendment, shall remain in full force and effect.
5. This Ninth Amendment may be executed in multiple counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same agreement.
6. The parties hereto agree and acknowledge that a facsimile copy of any
party's signature on this Ninth Amendment shall be enforceable against such
party as an original. The parties hereto further agree that this Ninth
Amendment shall be enforceable by and between the Purchaser and Seller prior
to the execution of this Ninth Amendment by Escrow Agent.
7. The proration date will stay at July 31, 1997 no matter if the
closing date is extended until September 27, 1997. Additionally, the
expiration period for the representation and warranties will expire on November
30, 1997.
SELLER: GLENDALE FASHION CENTER LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Glendale Fashion Center Partners, Inc.,
an Illinois corporation, its general partner
By: /s/ John K. Powell, Jr.
----------------------------------
Name: John K. Powell, Jr.
----------------------------------
Its: Senior Vice President
----------------------------------
PURCHASER: VESTAR DEVELOPMENT CO.,
an Arizona corporation
By: /s/ David J. Larcher
----------------------------------
Name: David J. Larcher
----------------------------------
Its: Vice President
----------------------------------
<PAGE>
July 24, 1997
Via Facsimile
Ms. Ilona Adams Mr. James Mendelson
The Balcor Company The Balcor Company
2355 Waukegan Road, Suite A-200 2355 Waukegan Road, Suite A-200
Bannockburn, IL 60015 Bannockburn, IL 60015
(847) 317-4462 (847) 317-4462
Mr. Michael Bench Steven Levy, Esq.
Near North National Title Corporation Katten Muchin & Zavis
222 N. LaSalle Street 525 W. Monroe Street, Suite 1600
Chicago, IL 60601 Chicago, IL 60661-3693
(312) 419-0569 (312) 902-1061
Re: Sale and Escrow Agreement Among Vestar Development Co., Glendale
Fashion Center Limited Partnership and Near North National Title
Company Escrow No. N942501A
Pursuant to paragraph 30 of the Sale Agreement as set forth in paragraph 1 of
the Ninth Amendment, Purchaser hereby provides written notice of its election
to exercise the option to extend the closing date for a 30-day period (its
fifth extension) through and including August 28, 1997. Per my discussion with
Steve Levy, the $100,000 extension payment will be wired to Near North National
Title Company on Friday, July 25, 1997. This shall also serve as Near North's
authorization to deposit such $100,000 in the same investment as the existing
escrow funds with the same maturation date as the existing investments as I
instructed on Wednesday, July 23.
If anyone has any questions concerning this, please contact me.
Sincerely,
/s/ Allan J. Kasen
- ----------------------------
Allan J. Kasen
AJK/ss
cc: Alan G. Lieberman, via facsimile (847) 317-4462
Jay B. Newman, via facsimile (213) 955-7999
Edward Krasnove, via facsimile (310) 792-4620
Lee T. Hanley
Richard J. Kuhle
<PAGE>
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<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 8903
<SECURITIES> 0
<RECEIVABLES> 278
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9201
<PP&E> 12673
<DEPRECIATION> 0
<TOTAL-ASSETS> 22143
<CURRENT-LIABILITIES> 353
<BONDS> 3743
0
0
<COMMON> 0
<OTHER-SE> 18047
<TOTAL-LIABILITY-AND-EQUITY> 22143
<SALES> 0
<TOTAL-REVENUES> 390
<CGS> 0
<TOTAL-COSTS> 226
<OTHER-EXPENSES> 424
<LOSS-PROVISION> 585
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (845)
<INCOME-TAX> 0
<INCOME-CONTINUING> (845)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (845)
<EPS-PRIMARY> (2.18)
<EPS-DILUTED> (2.18)
</TABLE>
