UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 2-85270
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BALCOR EQUITY PENSION INVESTORS-I
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(Exact name of registrant as specified in its charter)
Illinois 36-3240345
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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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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
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(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
<PAGE>
PART I
Item 1. Business
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Balcor Equity Pension Investors-I (the "Registrant") is a limited partnership
formed in 1983 under the laws of the State of Illinois. The Registrant raised
$179,614,500 from sales of Limited Partnership Interests. The Registrant has
retained cash reserves from the sale of its real estate investments for
contingencies which exist or may arise. The Registrant's operations currently
consist of interest income earned on short-term investments and the payment of
administrative expenses.
The Registrant used the net offering proceeds to fund six loans and acquire
three real property investments and has since disposed of all of these
investments. The Partnership Agreement provides that the proceeds of any sale
or refinancing of the Registrant's properties will not be reinvested in new
acquisitions.
The Partnership Agreement provides for the dissolution of the Registrant upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1996, the Registrant sold four properties. During 1997,
the Registrant sold its remaining two properties, the GSB and 8280 Greensboro
Drive office buildings. The Registrant has retained a portion of the cash from
the property sales to satisfy obligations of the Registrant as well as
establish a reserve for contingencies. The timing of the termination of the
Registrant 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 and costs stemming from
litigation involving the Registrant including, but not limited to, the lawsuit
discussed in "Item 3. Legal Proceedings". In the absence of any such
contingencies, the reserves will be paid within twelve months of the last
property being sold. In the event a contingency continues to exist or arises,
reserves may be held by the Registrant for a longer period of time.
During 1997, the Registrant sold the GSB and 8280 Greensboro Drive office
buildings in all cash sales for $19,575,000 and $30,000,000, respectively. See
"Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources" for additional
information.
The Registrant no longer has an ownership interest in any real estate
investment. The General Partner is not aware of any material potential
liability relating to environmental issues or conditions affecting real estate
formerly owned by the Registrant.
The officers and employees of Balcor Equity Partners-I, the General Partner of
the Registrant, and its affiliates perform services for the Registrant. The
Registrant currently has no employees engaged in its operations.
Item 2. Properties
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As of December 31, 1997, the Registrant did not own any properties.
<PAGE>
In the opinion of the General Partner, the Registrant has obtained adequate
insurance coverage.
See Notes to Financial Statements for other information regarding former real
estate property investments.
Item 3. Legal Proceedings
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Klein, et al. vs. Lehman Brothers, Inc., et al.
- ----------------------------------------------
On August 30, 1996, a proposed class action complaint was filed, Lenore Klein,
et al. vs. Lehman Brothers, Inc., et al. (Superior Court of New Jersey, Law
Division, Union County, Docket No. Unn-L-5162-96). The complaint was amended on
each of October 18, 1996, December 5, 1997, and January 15, 1998. The
Registrant, additional limited partnerships which were sponsored by The Balcor
Company, American Express Company, Lehman Brothers, Inc., Smith Barney, Inc.
and various other entities were originally the named defendants in the action.
The December 5, 1997 and January 15, 1998 Amended Complaints, among other
changes, no longer name the Registrant as a defendant and all claims relating
to the Registrant have been eliminated from the Amended Complaint. As a result,
this case will be deleted from all future reports of the Registrant.
Dee vs. Walton Street Capital Acquisition II, LLC
- -------------------------------------------------
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 Registrant, 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
Chancery 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 against 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 requested certification as a
<PAGE>
class and derivative action, unspecified compensatory damages and rescission of
the tender offers. Each of the defendants filed motions to dismiss the
complaint for failure to state a cause of action. On January 7, 1997, the
Chancery Court denied the plaintiffs' motion for leave to amend the complaint
and dismissed the matter for failure to state a cause of action, with
prejudice.
On February 3, 1997, the plaintiffs filed a Notice of Appeal of the Chancery
Court's order to the Appellate Court of Illinois. Plaintiff's brief was filed
with the Appellate Court in September 1997. Defendants filed their reply briefs
in January 1998. Oral arguments before the Appellate Court were held on
March 18, 1998. The Appellate Court is expected to issue its opinion in the
spring of 1998, although there can be no assurances on such date.
The Balcor Defendants intend to vigorously contest this action. No class has
been certified as of this date. The Registrant believes it has 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 Registrant.
Item 4. Submission of Matters to a Vote of Security Holders
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No matters were submitted to a vote of the Limited Partners of the Registrant
during 1997.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
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Matters
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There has not been an established public market for Limited Partnership
Interests and it is not anticipated that one will develop. For information
regarding previous distributions, see "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources".
As of December 31, 1997, the number of record holders of Limited Partnership
Interests of the Registrant was 16,820.
Item 6. Selected Financial Data
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Year ended December 31,
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1997 1996 1995 1994 1993
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Total income $2,859,486 $16,970,317$17,688,318 $17,358,359 $16,954,147
Provision for
investment
property
writedowns None None None None 7,300,000
(Loss) income
before gain on
sales of assets (289,112) 2,215,797 2,236,014 1,205,826 (5,278,978)
Net income (loss) 15,102,758 27,100,791 2,236,014 1,205,826 (5,278,978)
Net income (loss)
per Limited Part-
nership Interest-
Basic and Diluted 41.87 73.72 4.66 2.11 (16.02)
Total assets 4,929,665 84,820,412 76,467,433 78,832,718 83,318,884
Distributions per
Taxable Limited
Partnership
Interest(A) 10.00 7.00 8.50 10.00 10.75
Distributions per
Tax-exempt Limited
Partnership
Interest(A) 299.30 52.32 11.32 13.32 14.31
(A) These amounts include distributions of original capital of $286.00 and
$43.00 per Tax-exempt Interest for 1997 and 1996, respectively. No
distributions of original capital were paid to Taxable Limited Partners during
the last five years.
Item 7. Management's Discussion and Analysis of Financial Condition and
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<PAGE>
Results of Operations
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Operations
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Summary of Operations
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Balcor Equity Pension Investors-I (the "Partnership") sold four properties
during 1996 and its remaining two properties during 1997. As a result of larger
gains on sales in 1996 as compared to 1997 and lower income from property
operations due to the property sales, net income decreased during 1997 as
compared to 1996. As a result of the gains on sales in 1996, net income
increased during 1996 as compared to 1995. Further discussion of the
Partnership's operations is summarized below.
1997 Compared to 1996
- ---------------------
During 1997, the Partnership sold the GSB and 8280 Greensboro Drive office
buildings and recognized gains in connection with these sales of $15,391,870.
During 1996, the Partnership sold the Oxford Square and Oxford Hills apartment
complexes and the Park Center and Pacific Center office buildings and
recognized gains in connection with these sales of $27,175,053. The sales of
these properties resulted in decreases in rental and service income,
depreciation, real estate taxes, property operating expenses and property
management fees during in 1997 as compared to 1996.
The Partnership recognized other income during 1997 in connection with refunds
of prior years' insurance premiums relating to the Partnership's properties.
Amortization expense increased during 1997 as compared to 1996 due to the
write-off of the remaining unamortized leasing commissions related to the GSB
and 8280 Greensboro Drive office buildings which were sold in 1997.
The Partnership incurred additional legal, consulting, investor processing,
postage and printing costs in connection with its response to tender offers and
certain related litigation during 1996. As a result, administrative expenses
decreased during 1997 as compared to 1996. In addition, lower portfolio
management fees during 1997 contributed to the decrease in administrative
expenses.
In 1996, the Partnership sold the Pacific Center Office Building which was
owned through a joint venture. As a result, affiliate's minority interest in
income from joint venture ceased.
1996 Compared to 1995
- ---------------------
Rental income for 1996 decreased by approximately $361,000 as compared to 1995
due to lower rental rates at the GSB Office Building, and by approximately
$1,068,000 due to the sales of the Oxford Square and Oxford Hills apartment
<PAGE>
complexes, and, to a lesser extent, the sale of the Park Center Office
Building. This decrease was partially offset by increased rental income of
approximately $678,000 at the Pacific Center and 8280 Greensboro Drive office
buildings due to improved rental rates.
Increased cash available for short-term investment primarily due to the 1996
property sales and the December 1995 Fairview III loan prepayment 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.
Amortization expense increased during 1996 as compared to 1995 due to the
amortization of leasing commissions at the GSB Office Building capitalized
during the fourth quarter of 1995 and during 1996, as well as the write-off of
the remaining unamortized leasing commissions related to the Pacific Center
Office Building, which was sold in December 1996.
Property operating expense decreased by approximately $650,000 during 1996 when
compared to 1995. Approximately $500,000 of this decrease resulted from the
sales of the Oxford Hills and Oxford Square apartment complexes. Property
operating expense also decreased due to approximately $1,100,000 of structural
repairs and tenant improvements costs incurred during 1995 at the GSB and
Pacific Center office buildings. These decreases were partially offset by an
increase at the Park Center and 8280 Greensboro Drive office buildings due to
tenant and common areas improvement costs of approximately $950,000 incurred in
1996.
Real estate taxes increased during 1996 as compared to 1995 by approximately
$97,000 as a result of higher assessments at the Pacific Center and 8280
Greensboro Drive office buildings. This increase was partially offset by a
decrease of approximately $76,000 due to the sale of the Oxford Square and
Oxford Hills apartment complexes and, to a lesser extent, the sale of the Park
Center Office Building.
The Partnership incurred additional legal, consulting, investor processing,
postage and printing costs in connection with its response to tender offers and
certain related litigation during 1996. As a result, administrative expense
increased during 1996 as compared to 1995.
Due to the sale of the Pacific Center Office Building in 1996, affiliate's
minority interest in income from joint venture, which included the affiliates
share of the gain on the sale of this property, increased in 1996 as compared
to 1995.
In connection with the 1995 Fairview Plaza III loan prepayment, the Partnership
recognized a loss on collection of mortgage loan receivable of $228,372
representing the difference between the amount paid under the contractual terms
of the note and the carrying amount of the note for financial statement
purposes.
Liquidity and Capital Resources
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<PAGE>
The cash position of the Partnership as of December 31, 1997 decreased by
approximately $45,487,000 as compared to December 31, 1996 primarily due to the
distribution of 1996 property sales proceeds in January 1997. Cash flow of
approximately $813,000 provided by operating activities consists primarily of
the cash flow generated from property operations, and interest income on
short-term investments, which were partially offset by administrative expenses.
Cash provided by investing activities of approximately $48,174,000 consists
primarily of net proceeds received from the sales of the GSB and the 8280
Greensboro Drive office buildings. Cash used in financing activities of
approximately $94,474,000 consists of distributions to Partners. In addition,
in January 1998, the Partnership made a distribution to Tax-exempt Limited
Partners of $2,367,752 from remaining available Net Cash Proceeds which
included the sale holdbacks on the Park Center and GSB office buildings, as
discussed below.
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 four properties. During 1997,
the Partnership sold its remaining two properties, the GSB and 8280 Greensboro
Drive office buildings. The Partnership has retained a portion of the cash from
the property sales to satisfy obligations of the Partnership as well as
establish a reserve for contingencies. 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 and costs stemming from
litigation involving the Partnership including, but not limited to, the lawsuit
discussed in "Item 3. Legal Proceedings". In the absence of any such
contingencies, the reserves will be paid within twelve months of the last
property being sold. In the event a contingency continues to exist or arises,
reserves may be held by the Partnership for a longer period of time.
In March 1997, the Partnership sold the GSB Office Building in an all cash sale
for $19,575,000. From the proceeds of the sale, the Partnership paid $638,495
in selling costs. Pursuant to the terms of the sale, the Partnership was
required to retain $500,000 of the proceeds until December 1997, at which time
the funds were released in full. In addition, $70,456 of the sale proceeds was
placed in escrow at closing and is not expected to be disbursed until certain
matters are resolved. The remaining available proceeds were distributed to
the Tax-exempt Limited Partners in April 1997 and January 1998. See Note 10
of Notes to Financial Statements for additional information.
In April 1997, the Partnership sold the 8280 Greensboro Drive Office Building
in an all cash sale for $30,000,000. From the proceeds of the sale, the
Partnership paid $691,850 in selling costs. The majority of the proceeds were
distributed to the Tax-exempt Limited Partners in July 1997. See Note 10 of
Notes to Financial Statements for additional information.
Pursuant to the sale agreement for the Oxford Hills Apartments, $250,000 of the
sale proceeds was retained by the Partnership and was unavailable for
distribution until March 1997, at which time the funds were released in full.
Pursuant to the sale agreement for the Park Center Office Building, $200,000 of
the sale proceeds was retained by the Partnership and was unavailable for
distribution until June 1997, at which time the funds were released in full.
<PAGE>
In January 1998, the Partnership paid $2,367,752 ($7.58 per Tax-exempt
Interest) to the holders of Tax-exempt Limited Partnership Interests
representing a distribution of remaining available Net Cash Proceeds which
included the sale holdbacks on the Park Center and GSB office buildings. The
Partnership made distributions to Taxable Limited Partners totaling $10.00,
$7.00 and $8.50 per Interest in each of 1997, 1996 and 1995, respectively, and
distributions to Tax-exempt Limited Partners totaling $299.30, $52.32 and
$11.32 per Interest in each of 1997, 1996 and 1995, respectively. The 1997 and
1996 distributions to Tax-exempt Limited Partners include Net Cash Proceeds
distributions of $286.00 and $43.00 per Interest, respectively.
Including the January 1998 distribution, Limited Partners have received
distributions totaling $244.35 per $500.00 Taxable Interest (of which $231.36
represents Net Cash Receipts and $12.99 represents Net Cash Proceeds) and
$680.35 per $500.00 Tax-exempt Interest (of which $307.78 represents Net Cash
Receipts and $372.57 represents Net Cash Proceeds). In accordance with the
Partnership Agreement, Net Cash Proceeds are allocated first to the Tax-exempt
Limited Partners. Taxable and Tax-exempt Limited Partners received quarterly
distributions from Net Cash Receipts. Net Cash Receipts distributions were
discontinued beginning with the first quarter of 1997. Taxable Limited
Partners will not receive aggregate distributions from the Partnership equal to
their original investment. However, Taxable Limited Partners will receive a
distribution from amounts allocated to the Repurchase Fund. No additional
distributions are anticipated to be made prior to the termination of the
Partnership. However, after paying final partnership expenses, any remaining
cash reserves will be distributed in accordance with the Partnership Agreement.
In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners. As of December 31, 1997, there were 11,294 Interests and
cash of $3,398,920 in the Repurchase Fund.
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
See Index to Financial Statements in this Form 10-K.
The supplemental financial information specified by Item 302 of Regulation S-K
is not applicable.
The net effect of the differences between the financial statements and the tax
returns is summarized as follows:
December 31, 1997 December 31, 1996
----------------------- -------------------------
Financial Tax Financial Tax
Statements Returns Statements Returns
----------- ------------ ----------- ------------
Total assets $4,929,665 $23,277,324 $84,820,412 $100,203,133
Partners' capital
(deficit) accounts:
General Partner (494,833) (3,967,584) (44,343) 365,732
Limited Partners 5,361,979 27,201,631 84,282,848 117,623,412
<PAGE>
Net income (loss):
General Partner 63,189 (3,819,637) 617,999 779,558
Limited Partners 15,039,569 3,538,657 26,482,792 1,673,937
Per Limited Partner-
ship Interest 41.87(A) (B) 73.72(A) (B)
(A) Amount represents basic and diluted net income per Limited Partnership
Interest.
(B) The net (loss) income is $(1.68) per Tax-exempt Interest and $86.68 per
Taxable Interest for 1997 and $47.70 per Tax-exempt Interest and $6.99 per
Taxable Interest for 1996.
Item 9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure
- --------------------
There have been no changes in or disagreements with accountants on any matter
of accounting principles, practices or financial statement disclosure.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
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(a) Neither the Registrant nor Balcor Equity Partners-I, its General Partner,
has a Board of Directors.
(b, c & e) The names, ages and business experience of the executive officers
and significant employees of the General Partner of the Registrant are as
follows:
TITLE OFFICERS
Chairman, President and Chief Thomas E. Meador
Executive Officer
Senior Vice President Alexander J. Darragh
Senior Vice President John K. Powell, Jr.
Senior Managing Director, Chief Jayne A. Kosik
Financial Officer, Treasurer
and Assistant Secretary
Thomas E. Meador (age 50) joined Balcor in July 1979. He is Chairman,
President and Chief Executive Officer and has responsibility for all ongoing
day-to-day activities at Balcor. He is a member of the board of directors of
The Balcor Company. He is also Senior Vice President of American Express
Company and is responsible for its real estate operations worldwide. Prior to
joining Balcor, Mr. Meador was employed at the Harris Trust and Savings Bank in
the commercial real estate division where he was involved in various lending
activities. Mr. Meador received his M.B.A. degree from the Indiana University
Graduate School of Business.
Alexander J. Darragh (age 43) joined Balcor in September 1988 and is
responsible for real estate advisory services for Balcor and American Express
Company. Mr. Darragh received masters' degrees in Urban Geography from Queen's
University and in Urban Planning from Northwestern University.
John K. Powell Jr. (age 47) joined Balcor in September 1985 and is responsible
for portfolio and asset management matters relating to Balcor's partnerships.
Mr. Powell also has supervisory responsibility for Balcor's risk management
function. He is a member of the board of directors of The Balcor Company. He
received a Master of Planning degree from the University of Virginia. Mr.
Powell has been designated a Certified Real Estate Financier by the National
Society for Real Estate Finance and is a full member of the Urban Land
Institute.
Jayne A. Kosik (age 40) joined Balcor in August 1982 and, as Chief Financial
Officer, is responsible for Balcor's financial, human resources and treasury
functions. From June 1989 until October 1996, Ms. Kosik had supervisory
responsibility for accounting functions relating to Balcor's public and private
partnerships. She is also Treasurer and a Senior Managing Director of The
Balcor Company. Ms. Kosik is a Certified Public Accountant.
(d) There is no family relationship between any of the foregoing officers.
<PAGE>
(f) None of the foregoing officers or employees are currently involved in any
material legal proceedings nor were any such proceedings terminated during the
fourth quarter of 1997.
Item 11. Executive Compensation
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The Registrant paid $3,946 in 1997 with respect to one of the executive
officers and directors of the General Partner. The Registrant has not paid and
does not propose to pay any remuneration to the remaining executive officers
and directors of the General Partner. The other officers receive compensation
from The Balcor Company (but not from the Registrant) for services performed
for various affiliated entities, which may include services performed for the
Registrant. However, the General Partner believes that any such compensation
attributable to services performed for the Registrant is immaterial to the
Registrant. See Note 9 of Notes to Financial Statements for information
relating to transactions with affiliates.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
(a) The following entity is the sole Limited Partner which owns beneficially
more than 5% of the outstanding Limited Partnership Interests of the
Registrant:
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Ownership of Class
- -------------- ---------------- ---------------- ----------------
Limited Walton Street 28,062.32 7.81%
Partnership Capital Acquisition Limited
Interests Co. II, L.C.C. Partnership
Chicago, Interests
Illinois
Limited Beattie 15,110.48 4.21%
Partnership Place Limited
Interests Greenville, Partnership
South Carolina Interests
While Beattie Place individually owns less than 5% of the Interests, for
purposes of this Item 12, Beattie Place is an affiliate of Walton Street
Capital Acquisition Co. II, L.C.C. and, collectively, they own 12.02% of the
Interests.
(b) Balcor Equity Partners-I (principally through the Repurchase Fund) and its
officers and partners own as a group the following Limited Partnership
Interests of the Registrant:
Amount
Beneficially
Title of Class Owned Percent of Class
-------------- ------------- ----------------
Limited Partnership 11,497 3.20%
Interests
<PAGE>
Relatives of the officers and affiliates of the partners of the General Partner
do not own any Interests.
(c) The Registrant is not aware of any arrangements, the operation of which may
result in a change of control of the Registrant.
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
(a & b) See Note 9 of Notes to Financial Statements for additional information
relating to transactions with affiliates.
See Note 4 of Notes to Financial Statements for information relating to the
Partnership Agreement and the allocation of distributions and profits and
losses.
(c) No management person is indebted to the Registrant.
(d) The Registrant has no outstanding agreements with any promoters.
<PAGE>
PART IV
Item 14. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a)
(1 & 2) See Index to Financial Statements in this Form 10-K.
(3) Exhibits:
(3) The Amended and Restated Agreement of Limited Partnership and Amended and
Restated Certificate of Limited Partnership, previously filed as Exhibits 3 and
4.1, respectively, to Amendment No. 2 to the Registrant's Registration
Statement on Form S-11 dated October 4, 1983 (Registration No. 2-85270), are
incorporated herein by reference.
(4) 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
June 30, 1992 (Commission File No. 2-85270) is incorporated herein by
reference.
(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 Current 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 Current Report on Form 8-K dated October 16, 1996 is
incorporated herein by reference.
(c) (i) Agreement of Sale and attachment thereto relating to the sale of GSB
Office Building, Bala Cynwyd, Pennsylvania, previously filed as Exhibit (2) to
the Registrant's Current Report on Form 8-K dated December 2, 1996 is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the GSB
Office Building, Bala Cynwyd, Pennsylvania, previously filed as Exhibit (99)(a)
to the Registrant's Current Report on Form 8-K dated January 6, 1997 is
incorporated herein by reference.
(iii) Second Amendment to Agreement of Sale relating to the sale of the GSB
Office Building, Bala Cynwyd, Pennsylvania, previously filed as Exhibit (99)(b)
to the Registrant's Current Report on Form 8-K dated January 6, 1997 is
incorporated herein by reference.
(iv) Letter dated January 30, 1997 relating to the sale of the GSB Office
Building, Bala Cynwyd, Pennsylvania, previously filed as Exhibit (10)(c)(iv) to
the Registrant's Annual Report on Form 10-K for the year ended December 31,
1996 is incorporated herein by reference.
(d) (i) Agreement of Sale dated March 11, 1997 and attachment thereto relating
<PAGE>
to the sale of the 8280 Greensboro Drive Office Building, McLean, Virginia,
previously filed as Exhibit (10)(d)(iii) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996 is incorporated herein by
reference.
(ii) Letter Agreement dated March 12, 1997 relating to the sale of the 8280
Greensboro Drive Office Building, McLean, Virginia, previously filed as Exhibit
(10)(d)(iv) to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 is incorporated herein by reference.
(iii) Second Amendment to Agreement of Sale relating to the sale of the 8280
Greensboro Drive Office Building, McLean, Virginia, previously filed as Exhibit
(10)(d)(v) to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 is incorporated herein by reference.
(iv) Third Amendment to Agreement of Sale relating to the sale of the 8280
Greensboro Drive Office Building, McLean, Virginia, previously filed as Exhibit
(10)(d)(iv) to the Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997 is incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for 1997 is attached hereto.
(b) Reports on Form 8-K: A Current Report on Form 8-K dated January 15, 1998
was filed reporting the status of proposed class action litigation to which the
Registrant was a party.
(c) Exhibits: See Item 14(a)(3) above.
<PAGE>
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.
BALCOR EQUITY PENSION INVESTORS-I
By:/s/Jayne A. Kosik
-----------------------------
Jayne A. Kosik
Senior Managing Director and Chief
Financial Officer (Principal
Accounting Officer) of Balcor Equity
Partners-I, the General Partner
Date: March 23, 1998
---------------
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 dates indicated.
Signature Title Date
- ---------------------- ------------------------------- ------------
President and Chief Executive
Officer (Principal Executive
Officer) of Balcor Equity
Partners-I, the General Partner
/s/Thomas E. Meador March 23, 1998
- ------------------- ---------------
Thomas E. Meador
Senior Managing Director and Chief
Financial Officer (Principal
Accounting Officer) of Balcor
Equity Partners-I, the General
Partner
/s/Jayne A. Kosik March 23, 1998
- -------------------- --------------
Jayne A. Kosik
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Report of Independent Accountants
Financial Statements:
Balance Sheets, December 31, 1997 and 1996
Statements of Partners' Capital, for the years ended December 31, 1997, 1996
and 1995
Statements of Income and Expenses, for the years ended December 31, 1997, 1996
and 1995
Statements of Cash Flows, for the years ended December 31, 1997, 1996 and 1995
Notes to Financial Statements
Financial Statement Schedules are omitted for the reason that they are
inapplicable or equivalent information has been included elsewhere herein.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Balcor Equity Pension Investors-I:
We have audited the Financial Statements of Balcor Equity Pension Investors-I
(An Illinois Limited Partnership) as listed in the Index of this Form 10-K.
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 audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Balcor Equity Pension
Investors-I at December 31, 1997 and 1996 and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1997, in conformity with generally accepted accounting principles.
As described in Note 2 to the financial statements, the partnership agreement
provides for the dissolution of the Partnership upon the disposition of all its
real estate interests. As of December 31, 1997, the Partnership has disposed of
all of its remaining real estate interests. Upon resolution of the litigation
described in Note 12 to the financial statements, the Partnership intends to
cease operations and dissolve.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
March 19, 1998
<PAGE>
BALCOR EQUITY PENSION INVESTORS - I
(An Illinois Limited Partnership)
BALANCE SHEETS
December 31, 1997 and 1996
ASSETS
1997 1996
-------------- --------------
Cash and cash equivalents $ 4,805,720 $ 50,292,449
Accounts and accrued interest receivable 53,489 704,044
Escrow deposits - restricted 70,456
Prepaid expenses 126,457
Deferred expenses, net of accumulated
amortization of $252,417 in 1996 388,847
-------------- --------------
4,929,665 51,511,797
-------------- --------------
Investment in real estate:
Land 4,398,007
Buildings and improvements 48,195,641
--------------
52,593,648
Less accumulated depreciation 19,285,033
--------------
Investment in real estate, net
of accumulated depreciation 33,308,615
-------------- --------------
$ 4,929,665 $ 84,820,412
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 23,799 $ 302,533
Due to affiliates 38,720 97,196
Security deposits 182,178
-------------- --------------
Total liabilities 62,519 581,907
-------------- --------------
Commitments and Contingencies
Limited Partners' capital (359,229
interests issued and outstanding) 5,361,979 84,282,848
General Partner's deficit (494,833) (44,343)
-------------- --------------
Total partners' capital 4,867,146 84,238,505
-------------- --------------
$ 4,929,665 $ 84,820,412
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS - I
(An Illinois Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
for the years ended December 31, 1997, 1996 and 1995
Partners' Capital (Deficit) Accounts
-------------------------------------------
General Limited
Total Partner Partners
--------------- -------------- ------------
Balance at December 31, 1994 $ 76,304,223 $ (427,353)$ 76,731,576
Cash distributions (A) (4,371,469) (437,145) (3,934,324)
Net income for the year
ended December 31, 1995 2,236,014 562,077 1,673,937
--------------- -------------- ------------
Balance at December 31, 1995 74,168,768 (302,421) 74,471,189
Cash distributions (A) (17,031,054) (359,921) (16,671,133)
Net income for the year
ended December 31, 1996 27,100,791 617,999 26,482,792
--------------- -------------- ------------
Balance at December 31, 1996 84,238,505 (44,343) 84,282,848
Cash distributions (A) (94,474,117) (513,679) (93,960,438)
Net income for the year
ended December 31, 1997 15,102,758 63,189 15,039,569
--------------- -------------- ------------
Balance at December 31, 1997 $ 4,867,146 $ (494,833)$ 5,361,979
=============== ============== ============
(A) Summary of cash distributions paid per Limited Partnership Interest:
1997 1996 1995
Taxable --------------- -------------- ------------
--------
First Quarter $ 10.00 $ 1.75 $ 2.50
Second Quarter None 1.75 2.50
Third Quarter None 1.75 1.75
Fourth Quarter None 1.75 1.75
Tax-exempt
----------
First Quarter 134.30 2.33 3.33
Second Quarter 70.00 2.33 3.33
Third Quarter 95.00 2.33 2.33
Fourth Quarter None 45.33 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 INCOME AND EXPENSES
for the years ended December 31, 1997, 1996 and 1995
1997 1996 1995
--------------- -------------- ------------
Income:
Rental $ 1,503,517 $ 14,299,598 $ 15,051,128
Service 400,830 1,755,248 1,768,853
Interest on short-term
investments 934,292 915,471 472,431
Interest on loan receivable 395,906
Other income 20,847
--------------- -------------- ------------
Total income 2,859,486 16,970,317 17,688,318
--------------- -------------- ------------
Expenses:
Depreciation 455,830 3,561,739 3,676,624
Amortization of deferred
expenses 388,847 319,997 142,928
Property operating 1,661,114 8,232,023 8,900,522
Real estate taxes 111,676 1,167,490 1,146,044
Property management fees 80,828 651,010 689,037
Administrative 450,303 822,261 656,146
Loss on collection of mortgage
loan receivable 228,372
--------------- -------------- ------------
Total expenses 3,148,598 14,754,520 15,439,673
--------------- -------------- ------------
(Loss) income before gain on sale
of properties and affiliate's
minority interest in income
from joint venture (289,112) 2,215,797 2,248,645
Gain on sale of properties 15,391,870 27,175,053
Affiliate's minority interest in
income from joint venture (2,290,059) (12,631)
--------------- -------------- ------------
Net income $ 15,102,758 $ 27,100,791 $ 2,236,014
=============== ============== ============
Net income allocated to General
Partner $ 63,189 $ 617,999 $ 562,077
=============== ============== ============
Net income allocated to Limited
Partners $ 15,039,569 $ 26,482,792 $ 1,673,937
=============== ============== ============
Net income per Limited
Partnership Interest (359,229
issued and outstanding) -
Basic and Diluted $ 41.87 $ 73.72 $ 4.66
=============== ============== ============
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 years ended December 31, 1997, 1996 and 1995
1997 1996 1995
--------------- -------------- ------------
Operating activities:
Net income $ 15,102,758 $ 27,100,791 $ 2,236,014
Adjustments to reconcile net
income to net cash
provided by operating
activities:
Gain on sale of
properties (15,391,870) (27,175,053)
Affiliate's minority
interest in income
from joint venture 2,290,059 12,631
Depreciation of properties 455,830 3,561,739 3,676,624
Amortization of deferred
expenses 388,847 319,997 142,928
Loss on collection of
mortgage loan receivable 228,372
Payment of deferred
expenses (260,855) (235,621)
Net change in:
Accounts and accrued
interest receivable 650,555 (267,811) (271,348)
Prepaid expenses 126,457 81,783 (138,121)
Accounts payable (278,734) 64,156 26,701
Due to affiliates (58,476) 69,798 (74,819)
Accrued real estate
taxes (204,076) 889
Escrow liabilities (16,088)
Security deposits (182,178) (309,777) (20,651)
--------------- -------------- ------------
Net cash provided by
operating activities 813,189 5,270,751 5,567,511
--------------- -------------- ------------
Investing activities:
Proceeds from property sales 49,575,000 57,028,500
Payment of selling costs (1,330,345) (1,565,222)
Funding of escrow in
connection with the sale
of real estate (70,456)
Collection of principal pay-
ments on loan receivable 3,906,969
Improvements to properties (1,089,160) (845,966)
--------------- -------------- ------------
Net cash provided by investing
activities 48,174,199 54,374,118 3,061,003
--------------- -------------- ------------
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 years ended December 31, 1997, 1996 and 1995
(Continued)
1997 1996 1995
--------------- -------------- ------------
Financing activities:
Distributions to Limited
Partners (93,960,438) (16,671,133) (3,934,324)
Distributions to General
Partner (513,679) (359,921) (437,145)
Capital contributions from joint
venture partner - affiliate 54,938
Distributions to joint venture
partner - affiliate (3,681,856) (158,493)
--------------- -------------- ------------
Net cash used in financing
activities (94,474,117) (20,657,972) (4,529,962)
--------------- -------------- ------------
Net change in cash and
cash equivalents (45,486,729) 38,986,897 4,098,552
Cash and cash equivalents
at beginning of year 50,292,449 11,305,552 7,207,000
--------------- -------------- ------------
Cash and cash equivalents
at end of year $ 4,805,720 $ 50,292,449 $ 11,305,552
=============== ============== ============
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. Nature of the Partnership's Business:
Balcor Equity Pension Investors-I (the "Partnership") has retained cash
reserves from the sale of its real estate investments for contingencies which
exist or may arise. The Partnership's operations currently consist of interest
income earned on short-term investments and the payment of administrative
expenses.
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 four properties. During 1997,
the Partnership sold its remaining two properties, the GSB and 8280 Greensboro
Drive office buildings. The Partnership has retained a portion of the cash from
the property sales to satisfy obligations of the Partnership as well as
establish a reserve for contingencies. 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 and costs stemming from
litigation involving the Partnership including, but not limited to, the lawsuit
discussed in Note 12 of Notes to the Financial Statements. In the absence of
any such contingencies, the reserves will be paid within twelve months of the
last property being sold. In the event a contingency continues to exist or
arises, reserves may be held by the Partnership for a longer period of time.
3. Accounting Policies:
(a) The preparation of the financial statements in conformity with generally
accepted accounting principles requires the General Partner to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could vary from those estimates.
(b) Depreciation expense was computed using the straight-line method. Rates
used in the determination of depreciation were based upon the following
estimated useful lives:
Years
-----
Buildings and improvements 20 to 40
Furniture and fixtures 5
Maintenance and repairs were charged to expense when incurred. Expenditures for
improvements were charged to the related asset account.
As properties were sold, the related costs and accumulated depreciation were
<PAGE>
removed from the respective accounts. Any gain or loss on disposition was
recognized in accordance with generally accepted accounting principles.
(c) Interest income on loan receivable consisted of monthly payments received
from the borrower, which were recorded in the period they were earned as
determined by the terms of the loan agreement. The accrual of interest was
discontinued when a loan became ninety days contractually delinquent or sooner,
when in the opinion of the General Partner, an impairment had occurred in the
value of the collateral property securing the loan.
Once a loan was placed on non-accrual status, income was recorded only as cash
payments were received from the borrower until such time as the borrower
demonstrated an ability to make regular payments under the terms of the
original or renegotiated loan agreement. The Partnership received a prepayment
of its last mortgage loan receivable in December 1995.
For loans on which the Partnership had agreed to a modification of terms as a
result of financial difficulties experienced by the borrower, interest income
payments earned subsequent to the date of modification for which payment was
deferred to a later date were recorded only as they were received from the
borrower.
(d) Loan losses on mortgage notes receivable were charged to income and an
allowance account was established when the General Partner believed the loan
balance would not be recovered. The General Partner assessed the collectibility
of each loan on a periodic basis through a review of the collateral property
operations, the property value and the borrower's ability to repay the loan.
Upon foreclosure, the loan net of allowance was transferred to real estate held
for sale, after the fair value of the property less costs of disposal was
assessed. Upon the transfer to real estate, a new basis in the property was
established.
Effective January 1, 1995 the Partnership adopted Statement of Financial
Accounting Standards, No. 121 (SFAS 121), "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of". Under SFAS 121, the
Partnership recorded its investments in real estate at the lower of cost or
fair value, and periodically assessed, but not less than on an annual basis,
possible impairment to the value of its properties based on the current sales
price less estimated closing costs. Under SFAS 121, the General Partner
determined that no impairment in value had occurred prior to the sales of the
properties. The General Partner considered the methods referred to above to
result in a reasonable measurement of a property's fair value, unless other
factors affecting the property's value indicated otherwise.
(e) Deferred expenses consisted of leasing commissions which were amortized
over the life of each respective lease. Upon sale, any remaining unamortized
balance was written off to amortization expense.
(f) Revenue was recognized on an accrual basis in accordance with generally
accepted accounting principles. Income from operating leases with significant
abatements and/or scheduled rent increases was recognized on a straight line
basis over the respective lease term. Service income included reimbursements of
operating costs such as real estate taxes, maintenance and insurance and was
recognized as revenue in the period the applicable costs were incurred.
<PAGE>
(g) The Financial Accounting Standard Board's Statement No. 107, "Disclosures
About Fair Value of Financial Instruments", requires disclosure of fair value
information about financial instruments for which it is practicable to estimate
that value. Statement No. 107 does not apply to all balance sheet items and
excludes certain financial instruments and all non-financial instruments such
as real estate and investment in joint ventures from its disclosure
requirements.
(h) Cash and cash equivalents include all unrestricted, highly liquid
investments with an original maturity of three months or less. Cash is held or
invested in one financial institution.
(i) The Partnership is not liable for Federal income taxes and each partner
recognizes his proportionate share of the Partnership income or loss in his tax
return; therefore, no provision for income taxes is made in the financial
statements of the Partnership.
(j) For financial statement purposes, in previous years partners were allocated
income and loss in accordance with the provisions in the Partnership Agreement.
In order for the capital accounts of the General Partner and Limited Partners
to appropriately reflect their remaining economic interests as provided for in
the Partnership Agreement, income allocations between the partners have been
adjusted for financial statement purposes in 1997.
(k) Statement of Financial Accounting Standards, No. 128, "Earnings per Share"
was adopted by the Partnership for the year-ended December 31, 1997 and has
been applied to all prior earnings periods presented in the financial
statements. Since the Partnership has no dilutive securities, there is no
difference between basic and diluted net income per Limited Partnership
Interest.
4. Partnership Agreement:
The Partnership was organized in July 1983. The Partnership Agreement provides
for Balcor Equity Partners-I to be the General Partner and for the admission of
Limited Partners through the sale of up to 800,000 Limited Partnership
Interests at $500 per Interest, 359,229 of which were sold on or prior to
February 24, 1984, the termination date of the offering.
The Partnership Agreement provides for different allocations of profits and
losses and cash distributions to Limited Partners depending on whether the
investor originally acquiring the Interest was a taxable or tax-exempt entity.
"Operating Income" of the Partnership is allocated 10% to the General Partner
and 90% to the Limited Partners; however, certain components are specially
allocated as described in the Partnership Agreement. "Operating Losses" and
certain other components are allocated 1% to the General Partner and 99% to the
Limited Partners. For financial statement purposes, in previous years partners
were allocated income and loss in accordance with the provisions in the
Partnership Agreement. In order for the capital accounts of the General
Partner and Limited Partners to appropriately reflect their remaining economic
interests as provided for in the Partnership Agreement, income allocations
between the partners have been adjusted for financial statement purposes in
1997.
<PAGE>
"Net Cash Receipts" available for distribution were distributed as follows: 90%
to Limited Partners, 7.5% to the General Partner as its distributive share from
Partnership operations and 2.5% of such "Net Cash Receipts" was paid to the
General Partner for allocation to the Repurchase Fund.
At the sole discretion of the General Partner and subject to certain
limitations as set forth in the Partnership Agreement, amounts placed in the
Repurchase Fund were available to repurchase Interests from Limited Partners.
All repurchases of Interests were made at 90% of the then current valuation of
such Limited Partnership Interests at the previous quarter end less any
distributions made after the previous quarter end. Distributions of "Net Cash
Receipts" and "Net Cash Proceeds" pertaining to such repurchased Interests were
paid to the Repurchase Fund and were utilized to repurchase additional
Interests. In February 1997, the Partnership discontinued the repurchase of
Interests from Limited Partners. As of December 31, 1997, there were 11,294
Interests and cash of $3,398,920 in the Repurchase Fund.
An amount not to exceed the dollars originally allocated to the Repurchase Fund
is obligated to be returned by the Repurchase Fund to the Partnership at
liquidation which will be accounted for as a capital contribution from the
General Partner.
The Partnership has disposed of all of its real property investments. The "Net
Cash Proceeds" resulting therefrom, which were available for distribution, were
principally distributed to the Tax-exempt Limited Partners in accordance with
the Partnership Agreement. The General Partner will not receive any
distributions of Net Cash Proceeds in accordance with the provisions of the
Partnership Agreement.
5. Investment in Loan Receivable:
In December 1995, the Partnership received $3,932,676 as payment in full under
the contractual terms of the Fairview Plaza III Office Building mortgage loan.
The amount received consisted of funds advanced of $3,745,406 and a prepayment
premium of $187,270. The Partnership recognized a loss on collection of
mortgage loan receivable of $228,372 representing the difference between the
amount repaid under the contractual terms of the note and the carrying amount
for financial statement purposes.
The Fairview Plaza III Office Building mortgage loan had been classified as a
non-accrual loan as a result of delinquency and other noncompliance with the
terms of the loan agreement and was therefore considered an impaired loan.
Under the terms of the original loan agreement, the Partnership would have
received interest income of approximately $1,100,000 during 1995. The
Partnership recorded interest income on this loan of approximately $195,000
(cash basis) during 1995. The average recorded investment in the impaired loan
during the year ended December 31, 1995 was approximately $4,054,709.
6. Management Agreements:
The Partnership's properties were under management agreements with a third
party management company prior to the sale of the properties. These management
agreements provided for annual fees of 3% to 6% of gross operating receipts.
<PAGE>
7. Affiliate's Minority Interest in Joint Venture:
The Pacific Center Office Buildings were owned by a joint venture between the
Partnership and an affiliate. Profits and losses were allocated 77.09% to the
Partnership and 22.91% to the affiliate. All assets, liabilities, income and
expenses of the joint venture were included in the financial statements of the
Partnership with the appropriate adjustment for profit or loss for the
affiliate's participation. Net distributions of $3,626,918 and $158,493, were
made to the joint venture partner during 1996 and 1995, respectively. The
property was sold in December 1996 and the joint venture recognized a gain on
the sale of $8,881,597, of which $2,034,774 was the joint venture partner's
share.
8. Tax Accounting:
The Partnership keeps its books in accordance with the Internal Revenue Code,
rules and regulations promulgated thereunder and existing interpretations
thereof. The accompanying financial statements, which are prepared in
accordance with generally accepted accounting principles ("GAAP"), will differ
from the tax returns due to the different treatment of various items as
specified in the Internal Revenue Code. The net effect of these accounting
differences is that the net income for 1997 in the financial statements is
$15,383,738 more than the tax loss of the Partnership for the same period
resulting primarily from differences in the commercial property capitalization
policy for tax and GAAP and its effects on sales calculations and provisions
for investment property writedowns taken for GAAP reporting, which were
partially offset by higher tax basis depreciation.
9. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates are:
Year Ended Year Ended Year Ended
12/31/97 12/31/96 12/31/95
-------------- -------------- --------------
Paid Payable Paid Payable Paid Payable
------ ------- ------ ------- ------ -------
Mortgage servicing fees None None None None $ 9,625 $ 569
Reimbursement of expenses
to the General Partner,
at cost:
Accounting $31,655 $7,260 $18,148 $14,241 69,227 5,662
Data processing 6,972 2,413 3,101 2,398 29,559 2,201
Investor communi-
cations None None None None 10,066 None
Legal 28,037 6,534 12,975 10,093 28,821 2,350
Portfolio management 101,128 22,513 88,864 68,872 133,190 16,552
Other 2,817 None 3,373 1,592 10,561 64
The Partnership participated in an insurance deductible program with other
affiliated partnerships in which the program paid claims up to the amount of
the deductible under the master insurance policies for its properties. The
program was administered by an affiliate of the General Partner who received no
<PAGE>
fee for administering the program; however, the General Partner was reimbursed
for program expenses. The Partnership paid premiums to the deductible insurance
program of $24,406 and $98,265 for 1996 and 1995, respectively.
10. Property Sales:
(a) In March 1997, the Partnership sold the GSB Office Building in an all cash
sale for $19,575,000. From the proceeds of the sale, the Partnership paid
$638,495 in selling costs. The basis of the property was $13,048,410, which is
net of accumulated depreciation of $14,610,352. For financial statement
purposes, the Partnership recognized a gain of $5,888,095 from the sale of this
property.
(b) In April 1997, the Partnership sold the 8280 Greensboro Drive Office
Building in an all cash sale for $30,000,000. From the proceeds of the sale,
the Partnership paid $691,850 in selling costs. The basis of the property was
$19,804,375, which is net of accumulated depreciation of $5,130,511. For
financial statement purposes, the Partnership recognized a gain of $9,503,775
from the sale of this property.
(c) 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. 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.
(d) In November 1996, the Partnership sold the Oxford Hills Apartments in an
all cash sale for $22,278,500. From the proceeds of the sale, the Partnership
paid $475,139 in selling costs. The basis of the property was $8,351,921, which
is net of accumulated depreciation of $11,056,013. For financial statement
purposes, the Partnership recognized a gain of $13,451,440.
(e) In December 1996, the Partnership sold the Park Center Office Building in
an all cash sale for $8,300,000. From the proceeds of the sale, the Partnership
paid $271,460 in selling costs. The basis of the property was $5,400,954, which
is net of accumulated depreciation of $2,596,589. For financial statement
purposes, the Partnership recognized a gain of $2,627,586.
(f) The Pacific Center Office Buildings were owned by a joint venture
consisting of the Partnership and an affiliate. The Partnership and the
affiliate held participating percentages in the joint venture of 77.09% and
22.91%, respectively. In December 1996, the joint venture sold the property in
an all cash sale for $15,950,000. From the proceeds of the sale, the joint
venture paid $431,045 in selling costs. The basis of the property was
$6,637,358, which is net of accumulated depreciation of $8,281,094. For
financial statement purposes, the Partnership recognized a gain of $8,881,597
from the sale of this property, of which $2,034,774 was the minority joint
venture partner's share.
11. Fair Value of Financial Instruments:
The carrying amounts and fair values of the Partnership's financial instruments
at December 31, 1997 and 1996 are as follows:
<PAGE>
The carrying value of cash and cash equivalents, accounts and accrued interest
receivable and accounts payable approximates fair value.
12. 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 Partnership's financial position,
results of operations or liquidity. The Partnership believes that it has
meritorious defenses to contest the claims.
13. Subsequent Event:
In January 1998, the Partnership paid $2,367,752 ($7.58 per Tax-exempt
Interest) to the holders of Tax-exempt Limited Partnership Interests
representing a distribution of remaining available Net Cash Proceeds which
included the sale holdbacks on the Park Center and GSB office buildings.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 4806
<SECURITIES> 0
<RECEIVABLES> 53
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4930
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4930
<CURRENT-LIABILITIES> 63
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4867
<TOTAL-LIABILITY-AND-EQUITY> 4930
<SALES> 0
<TOTAL-REVENUES> 18251
<CGS> 0
<TOTAL-COSTS> 1854
<OTHER-EXPENSES> 1295
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 15103
<INCOME-TAX> 0
<INCOME-CONTINUING> 15103
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15103
<EPS-PRIMARY> 41.87
<EPS-DILUTED> 41.87
</TABLE>
