SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) September 18, 1997
BALCOR PENSION INVESTORS-IV
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Exact Name of Registrant
Illinois 0-11699
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State or other jurisdiction Commission file number
2355 Waukegan Road
Suite A200
Bannockburn, Illinois 36-3202727
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Address of principal I.R.S. Employer
executive offices Identification
Number
60015
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Zip Code
Registrant's telephone number, including area code:
(847) 267-1600
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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North Kent Mall
In October 1983, the Partnership funded a $5,455,654 loan evidenced by a
promissory note in the amount of $11,000,000 and collateralized by a
wrap-around mortgage on North Kent Mall, Grand Rapids, Michigan (the
"Property"). The Partnership obtained title to the Property pursuant to a deed
in lieu of foreclosure on January 14, 1994. The Property was acquired subject
to two mortgage loans each held by a different unaffiliated lender, one
collateralized by the Property with the exception of an outlot (the "Mall") and
the other collateralized solely by the outlot (the "Outlot"). As of August 31,
1997, the loan collateralized by the Mall (the "Mall Loan") and the loan
collateralized by the Outlot had outstanding principal amounts of approximately
$1,645,000 and $779,000, respectively.
In 1996, the Partnership made a $100,000 principal payment on the Mall Loan to
extend its maturity to December 31, 1996. Subsequently, the Partnership and the
holder of the Mall Loan (the "Lender") executed an agreement effective as of
January 1, 1997, pursuant to which the maturity date of the Mall Loan was
further extended to September 1, 1997, allowing the Partnership time to locate
a purchaser and consummate a sale of the Mall. In the event no sale occurred
by September 1, 1997, title to the Mall was obligated to be conveyed to the
Lender pursuant to a deed in lieu of foreclosure. The Partnership was unable
to complete a sale of the Mall and on September 18, 1997, the deed in lieu of
foreclosure was delivered to the Lender for recording. Upon the recording of
the deed, the Partnership will have no further obligations under the Mall Loan
and no further interest in the Mall.
The loan collateralized by the Outlot matures in 2010. The Partnership is
currently marketing the Outlot for sale.
ITEM 5. OTHER EVENTS
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Glendale Fashion Center
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 agreements 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 six 30 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 December 2, 1997. The
purchaser previously exercised options to extend the closing date to October
27, 1997 and deposited additional earnest money for a total of $750,000 of
earnest money held in the escrow account. It is expected that the purchaser
will exercise options to further extend the closing date.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(A) FINANCIAL STATEMENTS AND EXHIBITS:
None
(B) PRO FORMA FINANCIAL INFORMATION:
None
(C) EXHIBITS:
(99) (a) Tenth Amendment to Agreement of Purchase and Sale relating
to the sale of Glendale Fashion Center, Glendale,
California.
(b) Extension Letter dated August 27, 1997 relating to the sale
of Glendale Fashion Center, Glendale, California.
(c) Extension Letter dated September 23, 1997 relating to the
sale of Glendale Fashion Center, Glendale, California.
No information is required under Items 1, 3, 4, 6 and 8 and these
items have, therefore, been omitted.
Signature
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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 hereunto duly authorized.
BALCOR PENSION INVESTORS-IV
By: Balcor Mortgage Advisors-III, an Illinois
general partnership, its general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a partner
By: The Balcor Company, a Delaware corporation,
a partner
By: /s/ Jerry M. Ogle
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Jerry M. Ogle, Managing Director
and General Counsel
Dated: September 29, 1997
<PAGE>
TENTH 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 Ninth 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 set forth in the Ninth 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 eight consecutive periods subject to the
provisions of this paragraph, the first six extensions having already been
exercised. 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; sixth thirty (30)-day extension, an
additional $100,000; seventh thirty (30)-day extension, an additional $200,000;
and an eighth extension (which shall extend the closing date to December 2,
1997), an additional $200,000. In the event that Purchaser exercises any or
all of its extensions options 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, shall be credited against the purchase price at Closing, except
that $50,000 of the eighth extension payment shall not be credited
against the Purchase Price. Purchaser shall have no right to extend the
Closing beyond December 2, 1997.
2. Buyer agrees that the expiration date for the representations and
warranties shall not survive closing.
<PAGE>
3. All capitalized terms used in this Tenth 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.
4. Except as modified herein, the Agreement, as amended by this
Amendment, shall remain in full force and effect.
5. This Tenth 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 Tenth Amendment shall be enforceable against such
party as an original. The parties hereto further agree that this Tenth
Amendment shall be enforceable by and between the Purchaser and Seller prior to
the execution of this Tenth Amendment by Escrow Agent.
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.
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Name: John K. Powell, Jr.
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Its: Senior Vice President
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PURCHASER: VESTAR DEVELOPMENT CO., an Arizona
corporation
By: /s/ Lee T. Hanley
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Name: Lee T. Hanley
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Its: President
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<PAGE>
VESTAR
August 27, 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
sixth extension) through and including September 27, 1997. The $100,000
extension payment will be wired to Near North National Title Company today.
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.
If anyone has any questions concerning this, please contact me.
Sincerely,
/s/ Allan J. Kasen
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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>
VESTAR
September 23, 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 Tenth Amendment, Purchaser hereby provides written notice of its election
to exercise the option to extend the closing date for a 30-day period (its
seventh extension) through and including October 27, 1997. The $200,000
extension payment will be wired to Near North National Title Company on
Wednesday, September 24, 1997. This shall also serve as Near North's
authorization to deposit such $200,000.00 in the same investment as the
existing escrow funds with the same maturation date as the existing
investments.
If anyone has any questions concerning this, please contact me.
Sincerely,
/s/ Allan J. Kasen
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Allan J. Kasen
AJK/dfe
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
