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
- -----
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1996
------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the transition period from to
------------ ------------
Commission file number 2-85270
-------
BALCOR EQUITY PENSION INVESTORS-I
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3240345
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
--------------
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
----- -----
<PAGE>
BALCOR EQUITY PENSION INVESTORS - I
(AN ILLINOIS LIMITED PARTNERSHIP)
BALANCE SHEETS
September 30, 1996 and December 31, 1995
(UNAUDITED)
ASSETS
1996 1995
--------------- ---------------
Cash and cash equivalents $ 23,356,871 $ 11,305,552
Accounts and accrued interest receivable 476,090 436,233
Prepaid expenses 335,021 208,240
Deferred expenses, net of accumulated
amortization of $692,191 in 1996
and $610,552 in 1995 448,564 447,989
--------------- ---------------
24,616,546 12,398,014
--------------- ---------------
Investment in real estate:
Land 9,551,472 10,753,713
Buildings and improvements 84,370,920 94,459,569
--------------- ---------------
93,922,392 105,213,282
Less accumulated depreciation 40,373,132 41,143,863
--------------- ---------------
Investment in real estate, net
of accumulated depreciation 53,549,260 64,069,419
--------------- ---------------
$ 78,165,806 $ 76,467,433
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Accounts payable $ 259,759 $ 238,377
Due to affiliates 67,730 27,398
Accrued real estate taxes 451,900 204,076
Security deposits 418,841 491,955
--------------- ---------------
Total liabilities 1,198,230 961,806
Affiliate's minority interest in
joint venture 1,413,158 1,336,859
Limited Partners' capital (359,229
Partnership Interests issued and
outstanding) 75,669,812 74,471,189
General Partner's deficit (115,394) (302,421)
--------------- ---------------
Total partners' capital 75,554,418 74,168,768
--------------- ---------------
$ 78,165,806 $ 76,467,433
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS - I
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1996 and 1995
(UNAUDITED)
1996 1995
--------------- ---------------
Income:
Rental $ 11,374,724 $ 11,060,224
Service 1,303,974 1,445,470
Interest on short-term investments 582,721 344,221
Interest on loan receivable 152,772
--------------- ---------------
Total income 13,261,419 13,002,687
--------------- ---------------
Expenses:
Depreciation 2,716,141 2,714,520
Amortization of deferred expenses 81,639 80,079
Property operating 6,478,778 5,908,232
Real estate taxes 855,780 995,312
Property management fees 520,909 520,061
Administrative 644,142 466,184
--------------- ---------------
Total expenses 11,297,389 10,684,388
--------------- ---------------
Income before gain on sale of property and
affiliate's minority interest in income
from joint venture 1,964,030 2,318,299
Gain on sale of property 2,214,430
--------------- ---------------
Income before participation in joint
venture 4,178,460 2,318,299
Affiliate's minority interest in income
from joint venture (93,398) (70,555)
--------------- ---------------
Net income $ 4,085,062 $ 2,247,744
=============== ===============
Net income allocated to General Partner $ 456,967 $ 472,410
=============== ===============
Net income allocated to Limited Partners $ 3,628,095 $ 1,775,334
=============== ===============
Net income per Limited Partnership Interest
(359,229 issued and outstanding) $ 10.10 $ 4.94
=============== ===============
<PAGE>
Distributions to General Partner $ 269,940 $ 347,166
=============== ===============
Distributions to Limited Partners $ 2,429,472 $ 3,124,500
=============== ===============
Distributions per Limited Partnership
Interest:
Taxable $ 5.25 $ 6.75
=============== ===============
Tax-exempt $ 6.99 $ 8.99
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS - I
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1996 and 1995
(UNAUDITED)
1996 1995
--------------- ---------------
Income:
Rental $ 3,601,780 $ 3,689,342
Service 502,312 423,220
Interest on short-term investments 266,759 119,311
Interest on loan receivable 50,352
--------------- ---------------
Total income 4,370,851 4,282,225
--------------- ---------------
Expenses:
Depreciation 865,029 906,056
Amortization of deferred expenses 26,422 26,691
Property operating 2,352,535 2,144,826
Real estate taxes 280,816 332,502
Property management fees 162,701 172,036
Administrative 223,129 136,914
--------------- ---------------
Total expenses 3,910,632 3,719,025
--------------- ---------------
Income before gain on sale of property and
affiliate's minority interest in income
from joint venture 460,219 563,200
Gain on sale of property 2,214,430
--------------- ---------------
Income before participation in joint
venture 2,674,649 563,200
Affiliate's minority interest in income
from joint venture (33,289) (16,355)
--------------- ---------------
Net income $ 2,641,360 $ 546,845
=============== ===============
Net income allocated to General Partner $ 143,731 $ 137,339
=============== ===============
Net income allocated to Limited Partners $ 2,497,629 $ 409,506
=============== ===============
Net income per Limited Partnership Interest
(359,229 issued and outstanding) $ 6.95 $ 1.14
=============== ===============
Distribution to General Partner $ 89,980 $ 89,980
=============== ===============
Distribution to Limited Partners $ 809,824 $ 809,824
=============== ===============
<PAGE>
Distribution per Limited Partnership
Interest:
Taxable $ 1.75 $ 1.75
=============== ===============
Tax-exempt $ 2.33 $ 2.33
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS - I
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1996 and 1995
(UNAUDITED)
1996 1995
--------------- ---------------
Operating activities:
Net income $ 4,085,062 $ 2,247,744
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of property (2,214,430)
Affiliate's participation in income
from joint venture 93,398 70,555
Depreciation of properties 2,716,141 2,714,520
Amortization of deferred expenses 81,639 80,079
Payment of deferred expenses (82,214)
Net change in:
Accounts and accrued interest
receivable (39,857) (179,664)
Prepaid expenses (126,781) (270,557)
Accounts payable 21,382 6,937
Due to affiliates 40,332 (81,170)
Accrued real estate taxes 247,824 521,566
Escrow liabilities 56,582
Security deposits (73,114) (8,574)
--------------- ---------------
Net cash provided by operating activities 4,749,382 5,158,018
--------------- ---------------
Investing activities:
Proceeds from sale of property 10,500,000
Payment of selling costs (387,578)
Collection of principal payments on loan
receivable 131,366
Improvements to properties (93,974) (58,394)
--------------- ---------------
Net cash provided by investing activities 10,018,448 72,972
--------------- ---------------
Financing activities:
Distributions to Limited Partners (2,429,472) (3,124,500)
Distributions to General Partner (269,940) (347,166)
Capital contributions from joint venture
partner - affiliate 45,552
Distributions to joint venture
partner - affiliate (62,651) (99,615)
--------------- ---------------
Net cash used in financing activities (2,716,511) (3,571,281)
--------------- ---------------
<PAGE>
Net change in cash and cash equivalents 12,051,319 1,659,709
Cash and cash equivalents at beginning
of period 11,305,552 7,207,000
--------------- ---------------
Cash and cash equivalents at end of period $ 23,356,871 $ 8,866,709
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS-I
(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 nine months and quarter
ended September 30, 1996, and all such adjustments are of a normal and
recurring nature.
2. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
nine months and quarter ended September 30, 1996 are:
Paid
-----------------------
Nine Months Quarter Payable
------------ --------- ----------
Mortgage servicing fee $ 569 None None
Reimbursement of expenses to
the General Partner, at cost $ 88,026 $ 17,288 $ 67,730
3. Property Sale:
In August 1996, the Partnership sold the Oxford Square Apartments in an all
cash sale for $10,500,000. From the proceeds of the sale, the Partnership paid
selling costs of $387,578. The basis of the property was $7,897,992, which is
net of accumulated depreciation of $3,486,872. For financial statement
purposes, the Partnership recognized a gain of $2,214,430 from the sale of this
property.
4. Subsequent Event:
In October 1996, the Partnership paid $14,241,661 ($1.75 per Taxable Interest
and $45.33 per Tax-exempt Interest) to the holders of Limited Partnership
Interests representing the regular quarterly distribution of available Cash
Flow for the third quarter of 1996 of $1.75 per Taxable Interest and $2.33 per
Tax-exempt Interest and a special distribution of Net Cash Proceeds of $43.00
per Tax-exempt Interest representing proceeds from the August 1996 sale of
Oxford Square Apartments and the December 1995 repayment of the Fairview Plaza
III Office Building loan receivable.
<PAGE>
BALCOR EQUITY PENSION INVESTORS-I
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Equity Pension Investors-I (the "Partnership") is a limited partnership
formed in 1983 to make first mortgage loans and to invest in and operate
income-producing real property. The Partnership raised $179,614,500 from sales
of Limited Partnership Interests and utilized these proceeds to fund six loans
and acquire three real property investments. The Partnership accepted deeds in
lieu of foreclosure on two of the loans, acquired one of its collateral
properties at a foreclosure sale, accepted prepayments on the three remaining
loans, and sold one property in August 1996. As of September 30, 1996, the
Partnership operated five properties.
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 1995 for a more complete understanding of
the Partnership's financial position.
Operations
- ----------
Summary of Operations
- ---------------------
The Partnership recognized a gain on sale of property related to the August
1996 sale of the Oxford Square Apartments as well as an increase in income on
short-term investments during 1996. These amounts were partially offset by
increased tenant related expenditures at two of the Partnership's office
buildings. The net result was an increase in net income during the nine months
and quarters ended September 30, 1996, as compared to the same periods in 1995.
Further discussion of the Partnership's operations is summarized below.
1996 Compared to 1995
- ---------------------
Discussions of fluctuations between 1996 and 1995 refer to both the nine months
and quarters ended September 30, 1996 and 1995, unless otherwise noted.
Improved occupancy and higher rental rates at the 8280 Greensboro Drive and the
Pacific Center office buildings resulted in increased rental income for the
nine months ended September 30, 1996 as compared to the same period in 1995.
This increase was partially offset for the nine months and fully offset for the
quarter ended September 30, 1996 by a decrease in rental income resulting from
the sale of the Oxford Square Apartments. As a result, rental income decreased
for the quarter ended September 30, 1996 as compared to the same period in
1996.
An increase in lease escalations and common area maintenance reimbursements
from tenants at the 8280 Greensboro Drive and the Park Center office buildings
resulted in higher service income for the quarter ended September 30, 1996 as
compared to the same period in 1995. This increase was partially offset by a
decrease in lease escalations at the GSB office building for the quarter ended
September 30, 1996, as compared to the same period in 1995.
<PAGE>
Increased cash available for short-term investment due primarily to the Oxford
Square Apartments sale during August 1996, and the Fairview III loan prepayment
in December 1995, was the primary reason for an increase in interest income on
short-term investments during 1996 as compared to 1995.
As a result of the Fairview Plaza III loan prepayment in 1995, interest income
on loan receivable ceased during 1995.
Increased leasing costs and repairs to common areas at the GSB Office Building,
in addition to increased common area repairs, tax consultant expense and tenant
related expenditures at the 8280 Greensboro Drive Office Building, resulted in
higher property operating expenses for 1996 as compared to the same period in
1995. This increase for the nine months ended September 30, 1996 as compared to
1995 was partially offset by lower suite rental expenses and apartment repairs
at the Oxford Hills Apartments. The increase in property operating expense for
the quarter ended September 30, 1996 as compared to the same period in 1995 was
partially offset by a decrease in property operating expenses due to the sale
of Oxford Square Apartments in August 1996 and due to lower tenant related
expenditures at the Park Center Office Building in 1996.
A lower assessed value and tax rate in 1996 at the Oxford Hills Apartments and
lower expense due to the sale of Oxford Square Apartments during August 1996
resulted in a decrease in real estate tax expense in 1996 as compared to 1995.
The Partnership incurred additional legal, consulting, postage and printing
costs in connection with its response to a tender offer and certain related
litigation. As a result, administrative expense increased during 1996 as
compared to 1995.
In August 1996, the Partnership sold the Oxford Square Apartments and
recognized a gain on sale of $2,214,430.
The Pacific Center Office Building generated increased income in 1996 due to
higher rental income, which increased affiliate's minority interest in income
from the joint venture for 1996 as compared to 1995.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership increased by approximately $12,051,000 as
of September 30, 1996 as compared to December 31, 1995 resulting primarily from
the proceeds received from the August 1996 sale of Oxford Square Apartments.
Cash flow of approximately $4,749,000 was provided by operating activities
during 1996 consisting primarily of cash generated from the operation of the
Partnership's properties and interest income from short-term investments which
was partially offset by the payment of administrative expenses. Cash provided
by investing activities of approximately $10,018,000 consisted primarily of net
proceeds from the sale of Oxford Square Apartments. Cash used in financing
activities of approximately $2,716,000 consisted primarily of distributions to
Partners. Proceeds from the sale of Oxford Square Apartments were distributed
to Tax-exempt Limited Partners in October 1996 as discussed below.
<PAGE>
The Partnership defines cash flow generated from its properties as an amount
equal to the property's revenue receipts less property related expenditures.
For the nine months ended September 30, 1996 and 1995, all five of the
properties owned by the Partnership generated positive cash flow. The Oxford
Square Apartments which was sold in August 1996, generated positive cash flow
in 1995 and in 1996, prior to the sale.
As of September 30, 1996, the occupancy rate at the Oxford Hills Apartment was
93%, while rates for the commercial properties ranged from 90% to 98%. Many
rental markets continue to remain extremely competitive; therefore, the General
Partner's goals are to maintain high occupancy levels while increasing rents
where possible and to monitor and control operating expenses and capital
improvement requirements at the properties.
The General Partner believes that the market for multifamily housing and office
properties is favorable to sellers of these properties. During August 1996, the
Partnership sold the Oxford Square Apartments. Currently, the Partnership has
entered into contracts to sell the Oxford Hills Apartments and the Pacific
Center Office Buildings in which the Partnership holds a majority joint venture
interest, for sales prices of $22,278,500 and $16,750,000, respectively. The
Partnership is actively marketing its remaining properties. The General Partner
examines each property individually by property type and market in determining
the optimal time to sell each property.
In August 1996 the Partnership sold the Oxford Square Apartments in an all cash
sale for $10,500,000. From the proceeds of the sale, the Partnership paid
$387,578 in selling costs. Pursuant to the terms of the sale, the Partnership
was required to holdback $250,000 of the proceeds until September 1996. The
full amount of the holdback was released in September 1996. The proceeds were
distributed as part of a special distribution to the Tax-exempt Limited
Partners in October 1996, in accordance with the Partnership Agreement. See
Note 3 of Notes to the Financial Statements for additional information.
In October 1996, the Partnership paid $14,241,661 ($1.75 per Taxable Interest
and $45.33 per Tax-exempt Interest) to Limited Partners, representing the
regular quarterly distribution of available cash flow of $1.75 per Taxable
Interest and $2.33 per Tax-exempt Interest, and a special Net Cash Proceeds
distribution to Tax-exempt Limited Partners of $43.00 per Interest from
proceeds from the 1996 sale of the Oxford Square Apartments and the December
1995 repayment of the Fairview Plaza III Office Building loan receivable. In
addition, during October 1996, the Partnership paid $67,485 to the General
Partner as its distributive share of the Net Cash Receipts distributed for the
third quarter of 1996 and made a contribution of $22,495 to the Repurchase
Fund. The level of the quarterly Net Cash Receipts distribution was consistent
with that of the prior quarter. Including the October 1996 distribution,
Limited Partners have received distributions totaling $234.35 per $500.00
Taxable Interest, of which $221.36 represents Net Cash Receipts and $12.99
represents Net Cash Proceeds and $373.47 per $500.00 Tax-exempt Interest, of
which $294.48 represents Net Cash Receipts and $78.99 represents Net Cash
Proceeds. The General Partner expects that the cash flow from property
operations should enable the Partnership to continue making quarterly
distributions to Limited Partners.
<PAGE>
During the nine months ended September 30, 1996, the General Partner used
amounts placed in the Repurchase Fund to repurchase 323 Interests from Limited
Partners at a cost of $71,765.
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 EQUITY PENSION INVESTORS-I
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- --------------------------
Proposed Class and Derivative Action Lawsuits
- ---------------------------------------------
On June 14, 1996, a proposed class and derivative action complaint was filed,
Dee vs. Walton Street Capital Acquisition II, LLC (Circuit Court of Cook
County, Illinois, County Department, Chancery Division ("Chancery Court"), Case
No. 96 CH 06283) (the "Dee Case"), naming the General Partner and the general
partners (the "Balcor Defendants") of nine other limited partnerships sponsored
by The Balcor Company (together with the Partnership, the "Affiliated
Partnerships"), as well as the Affiliated Partnerships, as defendants.
Additional defendants were Insignia Management Group ("Insignia") and Walton
Street Capital Acquisition II, LLC ("Walton") and certain of their affiliates
and principals (collectively, the "Walton and Insignia Defendants"). The
complaint alleged, among other things, that the tender offers for the purchase
of limited partnership interests in the Affiliated Partnerships made by a joint
venture consisting of affiliates of Insignia and Walton were coercive and
unfair.
On July 1, 1996, another proposed class action complaint was filed in the same
court, Anderson vs. Balcor Mortgage Advisors (Case No. 96 CH 06884) (the
"Anderson Case"). An amended complaint consolidating the Dee and Anderson
Cases (the "Dee/Anderson Case") was filed on July 25, 1996.
The complaint seeks to assert class and derivative claims again the Walton and
Insignia Defendants and alleges that, in connection with the tender offers, the
Walton and Insignia Defendants misused the Balcor Defendants' and Insignia's
fiduciary positions and knowledge in breach of the Walton and Insignia
Defendants' fiduciary duty and in violation of the Illinois Securities and
Consumer Fraud Acts. The plaintiffs amended their complaint on October 8, 1996,
adding additional claims. The plaintiffs request certification as a class and
derivative action, unspecified compensatory damages and rescission of the
tender offers. Each of the defendants have filed motions to dismiss the
complaint. The court has not yet ruled on these motions.
The Balcor Defendants intend to vigorously contest this action. No class has
been certified as of this date. Management of each of the Balcor Defendants
believes they have meritorious defenses to contest the claims. It is not
determinable at this time whether or not an unfavorable decision in this action
would have a material adverse impact on the Partnership.
<PAGE>
Proposed class action
- ---------------------
On August 30, 1996, a proposed class action complaint was filed, Lenore Klein
vs. Lehman Brothers, Inc., et al. (Superior Court of New Jersey, Law Division,
Union County, Docket No. Unn-L-5162-96). The Partnership, additional limited
partnerships which were sponsored by The Balcor Company (together with the
Partnership, the "Affiliated Partnerships"), American Express Company, Lehman
Brothers, Inc., additional limited partnerships sponsored by the predecessor of
Lehman Brothers, Inc. (together with the Partnership and the Affiliated
Partnerships, the "Defendant Partnerships") and Smith Barney Holdings, Inc. are
the named defendants in the action. The complaint was amended on October 18,
1996 to add additional plaintiffs. The amended complaint alleges, among other
things, common law fraud and deceit, negligent misrepresentation, breach of
contract, breach of fiduciary duty and violation of certain New Jersey statutes
relating to the disclosure of information in the offering of limited
partnership interests in the Defendant Partnerships. The amended complaint
seeks judgment for compensatory damages equal to the amount invested in the
Defendant Partnerships by the proposed class plus interest accrued thereon;
general damages for injuries arising from the defendants' actions; equitable
relief, including rescission, on certain counts; punitive damages; treble
damages on certain counts; recovery from the defendants of all profits received
by them as a result of their actions relating to the Defendant Partnerships;
attorneys' fees and other costs.
The defendants intend to vigorously contest this action. No class has been
certified as of this date. Management of each of the defendants believes they
have meritorious defenses to contest the claims. It is not determinable at this
time whether or not an unfavorable decision in this action would have a
material adverse impact on the Partnership.
Item 5. Other Information
- ------------------------------------------
Pacific Center Office Buildings
- -------------------------------
As previously reported, a joint venture between the Partnership and an
affiliate which owns the Pacific Center Office Buildings, Dallas, Texas,
contracted to sell the property for a sales price of $16,750,000 to an
unaffiliated party, Transwestern Investment Company, L.L.C. The joint venture
and the purchaser have agreed to change the closing date from on or about
December 26, 1996 to December 16, 1996.
Item 6. Exhibits and Reports on Form 8-K
- ------------------------------------------
(a) Exhibits:
(4) Certificate of Limited Partnership set forth as Exhibit 4.1 to Amendment
No. 2 to the Registrant's Registration Statement on Form S-11 dated October 4,
1983 (Registration No. 2-85270) and Form of Confirmation regarding Interests in
the Registrant set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q
for the quarter ended September 30, 1992 (Commission File No. 2-85270) are
incorporated herein by reference.
<PAGE>
(10) Material Contracts:
(a) Agreement of Sale and attachment thereto relating to the sale of Oxford
Square Apartments, Casselberry, Florida, previously filed as Exhibit (2) to the
Registrant's Report on Form 8-K dated July 5, 1996 is incorporated herein by
reference.
(b) Agreement of Sale and attachment thereto relating to the sale of Oxford
Hills Apartments, St. Louis County, Missouri, previously filed as Exhibit (2)
to the Registrant's Report on Form 8-K dated October 16, 1996 is incorporated
herein by reference.
(99) First Amendment to Agreement of Sale relating to the sale of the Pacific
Center Office Builings is attached hereto.
(27) Financial Data Schedule of the Registrant for the nine month period ending
September 30, 1996 is attached hereto.
(b) Reports on Form 8-K:
(i) Report on Form 8-K dated July 5, 1996 was filed reporting the execution of
a contract for the sale of Oxford Square Apartments, Casselberry, Florida.
(ii) Report on Form 8-K dated October 16, 1996 was filed reporting the
execution of a contract for the sale of Oxford Hills Apartments, St. Louis
County, Missouri and the Pacific Center Office Buildings, Dallas, Texas.
<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 EQUITY PENSION INVESTORS-I
By: /s/ Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive
Officer (Principal Executive
Officer) of Balcor Equity Partners-I,
the General Partner
By: /s/ Jayne A. Kosik
------------------------------
Jayne A. Kosik
Vice President, and Chief Financial
Officer (Principal Accounting Officer)
of Balcor Equity Partners-I, the
General Partner
Date: November 14, 1996
--------------------
<PAGE>
FIRST AMENDMENT TO AGREEMENT OF SALE
THIS FIRST AMENDMENT TO AGREEMENT OF SALE (this "Amendment"), is entered
into as of the 8th day of November, 1996, by and between Transwestern
Investment Company, L.L.C., ("Purchaser"), and Pacific Center Investors, a
joint venture ("Seller").
WITNESSETH:
A. Purchaser and Seller have heretofore entered into a certain Agreement
of Sale dated October 10, 1996 ("Agreement") for the purchase and sale of the
property commonly known as Pacific Center I and Pacific Center II, located in
Dallas, Texas.
B. Purchaser and Seller now desire to amend the Agreement to change the
Closing Date and extend the Inspection Period (as those terms are defined in
the Agreement).
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. The Closing Date, as defined in Paragraph 8 of the Agreement, is
hereby changed to December 16, 1996.
2. The expiration of the Insepction Period (as defined in Paragraph
7.1 of the Agreement) is hereby extended to 2:00 p.m. Chicago time on November
15, 1996.
3. Except as specifically modified herein, the terms and conditions
of the Agreement shall remain unchanged and in full force and effect.<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first set forth above.
PURCHASER:
TRANSWESTERN INVESTMENT COMPANY, L. L. C.
By: /s/ Stephen R. Quazzo
-------------------------------------------------
Name: Stephen R. Quazzo
---------------------------------------------
Its: Managing Director
------------------------------------------
SELLER:
PACIFIC CENTER INVESTORS, a joint venture
By: Labroc I Limited Partnership, an Illinois
Limited Partnership
By: Balcor Equity Partners-I, an Illinois
general partnership, its general partner
By: The Balcor Company, a Delaware
corporation, a partner
By: /s/ James E. Mendelson
----------------------------------------
Name:
--------------------------------------
Its:
--------------------------------------
By: Labroc II Limited Partnership, an Illinois
limited partnership
By: Balcor Equity Partners-II, an Illinois
general partnership, its general partner
By: The Balcor Company, a Delaware
corporation, a partner
By: /s/ James E. Mendelson
----------------------------------
Name:
--------------------------------
Its:
--------------------------------
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 23357
<SECURITIES> 0
<RECEIVABLES> 476
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 24168
<PP&E> 93922
<DEPRECIATION> 40373
<TOTAL-ASSETS> 78166
<CURRENT-LIABILITIES> 1198
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 75555
<TOTAL-LIABILITY-AND-EQUITY> 78166
<SALES> 0
<TOTAL-REVENUES> 15476
<CGS> 0
<TOTAL-COSTS> 7949
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<INCOME-TAX> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
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<EPS-PRIMARY> 10.10
<EPS-DILUTED> 10.10
</TABLE>
