SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1996
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-13349
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BALCOR REALTY INVESTORS-84
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(Exact name of registrant as specified in its charter)
Illinois 36-3215399
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
BALANCE SHEETS
June 30, 1996 and December 31, 1995
(Unaudited)
ASSETS
1996 1995
-------------- --------------
Cash and cash equivalents $ 12,942,275 $ 394,701
Escrow deposits 1,053,678 1,928,712
Accounts and accrued interest receivable 486,498 663,602
Prepaid expenses 397,565 316,982
Deferred expenses, net of accumulated
amortization of $808,058 in 1996
and $1,167,664 in 1995 534,245 1,070,357
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15,414,261 4,374,354
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Investment in real estate:
Land 11,651,188 17,612,218
Buildings and improvements 78,062,146 118,352,136
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89,713,334 135,964,354
Less accumulated depreciation 38,914,544 55,896,633
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Investment in real estate, net of
accumulated depreciation 50,798,790 80,067,721
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$ 66,213,051 $ 84,442,075
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LIABILITIES AND PARTNERS' DEFICIT
Loans payable - affiliate $ 6,623,202
Accounts payable $ 180,526 255,150
Due to affiliates 91,562 122,609
Accrued liabilities, principally
real estate taxes 667,404 1,133,571
Security deposits 384,939 557,128
Mortgage notes payable 64,964,392 101,440,696
Mortgage notes payable - affiliate 1,852,611 1,852,611
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Total liabilities 68,141,434 111,984,967
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Limited Partners' deficit
(140,000 Interests issued
and outstanding) (669,182) (26,027,546)
General Partner's deficit (1,259,201) (1,515,346)
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Total partners' deficit (1,928,383) (27,542,892)
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$ 66,213,051 $ 84,442,075
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The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the six months ended June 30, 1996 and 1995
(Unaudited)
1996 1995
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Income:
Rental and service $ 12,526,872 $ 14,111,983
Interest on short-term investments 58,126 84,010
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Total income 12,584,998 14,195,993
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Expenses:
Interest on mortgage notes payable 3,727,249 4,522,718
Interest on short-term loans from
an affiliate 49,045 331,744
Depreciation 1,701,756 1,964,989
Amortization of deferred expenses 109,818 154,941
Property operating 4,799,075 4,835,914
Real estate taxes 981,818 1,039,791
Property management fees 628,737 695,768
Administrative 432,549 501,871
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Total expenses 12,430,047 14,047,736
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Income before gains on sales of properties,
affiliate's participation in joint
venture and extraordinary items 154,951 148,257
Gains on sales of properties 25,885,852 1,814,970
Affiliate's participation in income
from joint venture (755,586)
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Income before extraordinary items 26,040,803 1,207,641
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Extraordinary items:
Gain on forgiveness of debt 90,359
Debt extinguishment expense (426,294)
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Total extraordinary items (426,294) 90,359
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Net income $ 25,614,509 $ 1,298,000
============== ==============
Income before extraordinary items
allocated to General Partner $ 260,408 $ 12,076
============== ==============
Income before extraordinary items
allocated to Limited Partners $ 25,780,395 $ 1,195,565
============== ==============
Income before extraordinary items
per Limited Partnership Interest
(140,000 issued and outstanding) $ 184.14 $ 8.54
============== ==============
<PAGE>
Extraordinary items allocated
to General Partner $ (4,263) $ 904
============== ==============
Extraordinary items allocated
to Limited Partners $ (422,031) $ 89,455
============== ==============
Extraordinary items per Limited
Partnership Interest (140,000
issued and outstanding) $ (3.01) $ 0.64
============== ==============
Net income allocated to General Partner $ 256,145 $ 12,980
============== ==============
Net income allocated to Limited Partners $ 25,358,364 $ 1,285,020
============== ==============
Net income per Limited Partnership Interest
(140,000 issued and outstanding) $ 181.13 $ 9.18
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended June 30, 1996 and 1995
(Unaudited)
1996 1995
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Income:
Rental and service $ 5,894,247 $ 7,094,586
Interest on short-term investments 37,547 26,971
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Total income 5,931,794 7,121,557
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Expenses:
Interest on mortgage notes payable 1,737,506 2,224,541
Interest on short-term loans from
an affiliate 149,444
Depreciation 802,534 971,365
Amortization of deferred expenses 52,724 64,136
Property operating 2,466,169 2,551,811
Real estate taxes 476,202 517,287
Property management fees 291,708 348,294
Administrative 284,324 281,544
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Total expenses 6,111,167 7,108,422
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(Loss) income before gains on sales of
properties, affiliate's participation
in joint venture and extraordinary item (179,373) 13,135
Gains on sales of properties 16,999,836
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Income before extraordinary item 16,820,463 13,135
Extraordinary item:
Debt extinguishment expense (224,144)
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Net income $ 16,596,319 $ 13,135
============== ==============
Income before extraordinary item
allocated to General Partner $ 168,205 $ 131
============== ==============
Income before extraordinary item
allocated to Limited Partners $ 16,652,258 $ 13,004
============== ==============
Income before extraordinary item
per Limited Partnership Interest
(140,000 issued and outstanding) $ 118.94 $ 0.09
============== ==============
Extraordinary item allocated
to General Partner $ (2,242) None
============== ==============
Extraordinary item allocated
to Limited Partners $ (221,902) None
============== ==============
<PAGE>
Extraordinary item per Limited
Partnership Interest (140,000
issued and outstanding) $ (1.58) None
============== ==============
Net income allocated to General Partner $ 165,963 $ 131
============== ==============
Net income allocated to Limited Partners $ 16,430,356 $ 13,004
============== ==============
Net income per Limited Partnership Interest
(140,000 issued and outstanding) $ 117.36 $ 0.09
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1996 and 1995
(Unaudited)
1996 1995
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Operating activities:
Net income $ 25,614,509 $ 1,298,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Extraordinary items:
Gain on forgiveness of debt (90,359)
Debt extinguishment expense 426,294
Gains on sales of properties (25,885,852) (1,814,970)
Affiliate's participation in income
from joint venture 755,586
Depreciation of properties 1,701,756 1,964,989
Amortization of deferred expenses 109,818 154,941
Net change in:
Escrow deposits 869,713 247,957
Accounts and accrued interest
receivable 177,104 311,756
Prepaid expenses (80,583) (569,983)
Accounts payable (74,624) (67,651)
Due to affiliates (31,047) (36,465)
Accrued liabilities (466,167) (174,930)
Security deposits (172,189) (2,460)
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Net cash provided by operating activities 2,188,732 1,976,411
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Investing activities:
Proceeds from redemption of
restricted investment 700,000
Proceeds from sales of properties 28,091,246 6,140,000
Payment of selling costs (946,973) (210,175)
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Net cash provided by investing activities 27,144,273 6,629,825
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Financing activities:
Distributions to joint venture
partner - affiliate (445,589)
Repayment of loans payable - affiliate (6,623,202) (3,055,000)
Repayment of mortgage notes payable (9,484,192) (5,058,226)
Principal payments on mortgage
notes payable (683,358) (729,327)
Principal payments on mortgage
notes payable - affiliate (57,209)
Release of financing escrows 5,321 401,171
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Net cash used in financing activities (16,785,431) (8,944,180)
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<PAGE>
Net change in cash and cash equivalents 12,547,574 (337,944)
Cash and cash equivalents at beginning
of year 394,701 1,311,019
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Cash and cash equivalents at end of period $ 12,942,275 $ 973,075
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the six months and quarter
ended June 30, 1996, and all such adjustments are of a normal and recurring
nature.
2. Interest Expense:
During the six months ended June 30, 1996 and 1995, the Partnership incurred
and paid interest expense on mortgage notes payable to non-affiliates of
$3,628,907 and $4,426,699, respectively.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
six months and quarter ended June 30, 1996 are:
Paid
-----------------------
Six Months Quarter Payable
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Reimbursement of expenses to
the General Partner, at cost: $110,820 $73,674 $91,562
During the quarter ended March 31, 1996, the Partnership repaid the entire
balance of the General Partner loan, which had an outstanding balance of
$6,623,202 at December 31, 1995, primarily with proceeds from the sale of
Chimney Ridge Apartments. (See Note 4 of Notes to Financial Statements for
additional information.) During the six months ended June 30, 1996 and 1995,
the Partnership incurred interest expense of $49,045 and $331,744 and paid
interest expense of $119,165 and $254,164 on these loans, respectively.
Interest expense was computed at the American Express Company cost of funds
rate plus a spread to cover administrative costs. The interest rate was 5.85%
at the date of the loan repayment.
As of June 30, 1996, the Partnership had junior loans outstanding from The
Balcor Company ("TBC"), an affiliate of the General Partner, relating to the
Chestnut Ridge - Phase II and Woodland Hills apartment complexes in the
aggregate amount of $1,852,611 with accrued interest payable on these loans
totaling $77,887, which is included in accrued liabilities on the balance
sheet. During the six months ended June 30, 1996 and 1995, the Partnership
incurred interest expense on these affiliate loans of $98,342 and $96,019 and
paid interest expense of $58,722 and $54,388, respectively.
<PAGE>
4. Property Sales:
(a) In February 1996, the Partnership sold the Chimney Ridge Apartments in an
all cash sale for $13,650,000. The purchaser of the Chimney Ridge Apartments
took title subject to the existing first mortgage loan in the amount of
$7,242,788. From the proceeds of the sale, the Partnership paid $609,642 in
selling costs. The basis of the property was $4,427,342, which is net of
accumulated depreciation of $3,137,301. For financial statement purposes, the
Partnership recognized a gain of $8,613,016 from the sale of this property.
(b) In May 1996, the Partnership sold the Antlers Apartments in an all cash
sale for $15,000,000. The purchaser of the Antlers Apartments took title
subject to the existing first mortgage loan in the amount of $10,108,860. From
the proceeds of the sale, the Partnership paid $86,456 in selling costs. The
basis of the property was $8,395,037, which is net of accumulated depreciation
of $5,118,659. For financial statement purposes, the Partnership recognized a
gain of $6,518,507 from the sale of this property.
(c) In June 1996, the Partnership sold the Canyon Sands Apartments in an all
cash sale for $14,650,000. The purchaser of the Canyon Sands Apartments took
title subject to the existing first mortgage loan in the amount of $8,957,106.
From the proceeds of the sale, the Partnership paid $124,875 in selling costs.
The basis of the property was $6,253,071, which is net of accumulated
depreciation of $4,914,899. For financial statement purposes, the Partnership
recognized a gain of $8,272,054 from the sale of this property.
(d) In June 1996, the Partnership sold the Ridgetree - Phase I Apartments in an
all cash sale for $11,100,000. From the proceeds of the sale, the Partnership
paid $9,484,192 to the third party mortgage holder in full satisfaction of the
first and second mortgage loans, and paid $126,000 in selling costs. The basis
of the property was $8,491,725 which is net of accumulated depreciation of
$5,512,986. For financial statement purposes, the Partnership recognized a gain
of $2,482,275 from the sale of this property.
5. Extraordinary Item:
In connection with the sales of the Partnership's properties during 1996,
remaining unamortized deferred financing fees in the amount of $426,294 were
recognized as an extraordinary item and classified as debt extinguishment
expense.
6. Subsequent Events:
(a) In July 1996, the Partnership commenced distributions and paid $11,200,000
($80 per Interest) to Limited Partners, representing a special distribution of
Net Cash Proceeds received in connection with the sales of the Antlers, Canyon
Sands, and Ridgetree - Phase I apartment complexes.
(b) In July 1996, the Partnership sold the Sunnyoak Village Apartments in an
all cash sale for $22,200,000. From the proceeds of the sale, the Partnership
paid $13,598,689 to the third-party mortgage holder in full satisfaction of the
first mortgage loan, and paid $181,500 in selling costs. For financial
statement purposes, the Partnership will recognize a gain of approximately
$11,447,000 from the sale of this property during the third quarter 1996.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Realty Investors-84 (the "Partnership") was formed in 1982 to invest in
and operate income-producing real property. The Partnership raised $140,000,000
from sales of Limited Partnership Interests and utilized these proceeds to
acquire twenty-three real property investments and a minority joint venture
interest in one additional property. Six of these properties were sold in prior
years and five were sold in 1996, including the Sunnyoak Village Apartments
which was sold during July 1996. Title to five properties, including the
property in which the Partnership held a minority joint venture interest, have
been relinquished through foreclosure in prior years. The Partnership continues
to operate the eight remaining 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 has sold four properties during the six months ended June 30,
1996 and recognized significant gains on these sales for financial statement
purposes. These gains resulted in an increase in net income during the six
months and quarter ended June 30, 1996 as compared to the same periods in 1995.
Further discussion of the Partnership's operations is summarized below.
1996 Compared to 1995
- ---------------------
Unless otherwise noted, discussions of fluctuations between 1996 and 1995 refer
to both the six months and quarters ended June 30, 1996 and 1995.
The Partnership sold the Pinebrook and Drayton Quarter apartment complexes in
February and July 1995, respectively, and the Antlers, Canyon Sands, Chimney
Ridge and Ridgetree - Phase I apartment complexes during the first six months
of 1996. As a result, the Partnership recognized gains of $1,814,970 on the
sale of Pinebrook Apartments and $25,885,852 on the 1996 sales during the six
months ended June 30, 1995 and June 30, 1996, respectively. These sales also
resulted in decreases in rental and service income, interest expense on
mortgage notes payable, depreciation, amortization, property operating
expenses, real estate taxes and property management fees during 1996 as
compared to 1995. These decreases were partially, or, in certain cases, fully
offset by the events described below.
Eight of the Partnership's nine remaining properties at June 30, 1996
experienced higher rental rates in 1996 which resulted in increased rental and
service income and property management fees and partially offset the decreases
from the six property sales.
<PAGE>
Primarily due to lower average cash balances and lower average interest rates
on short-term interest bearing instruments, interest income on short-term
investments decreased during the six months ended June 30, 1996 as compared to
the same period in 1995. Proceeds received during late May and June of 1996 in
connection with the sales of the Antlers, Canyon Sands and Ridgetree - Phase I
apartment complexes were invested in short-term investments prior to their
distribution in July 1996 and resulted in increased interest income during the
quarter ended June 30, 1996 as compared to the same period in 1995.
Due to decreases in the short-term loan balance during 1995 and its repayment
in March 1996, interest expense on short-term loans from an affiliate decreased
during 1996 as compared to 1995.
Costs were incurred for wood replacement and painting at the Sunnyoak Village
Apartments during the second quarter of 1996 in an effort to prepare the
property for sale. These costs resulted in increased property operating expense
and partially offset the decreases from the six property sales.
Due to lower accounting fees and legal fees, administrative expenses decreased
during the six months ended June 30, 1996 as compared to the same period in
1995. The Partnership incurred higher consulting, printing and postage costs in
connection with its response to a tender offer during 1996. This partially
offset the decrease for the six months and resulted in an increase in
administrative expenses during the quarter ended June 30, 1996 as compared to
the same period in 1995.
The Pinebrook apartment complex was owned by a joint venture consisting of the
Partnership and an affiliate. As a result of the property's sale in 1995,
affiliate's participation in income from joint venture ceased.
As a result of the sales of the Antlers, Canyon Sands, Chimney Ridge and
Ridgetree - Phase I apartment complexes, the remaining unamortized deferred
financing fees in the amount of $426,294 were recognized as an extraordinary
item and classified as debt extinguishment expense during 1996. During 1995,
the Partnership recognized an extraordinary gain on forgiveness of debt of
$90,359 in connection with the settlement reached with the seller of certain of
the Partnership's properties.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership increased by approximately $12,548,000 as
of June 30, 1996 when compared to December 31, 1995 primarily due to proceeds
received from the property sales. The Partnership received cash totaling
approximately $2,189,000 from its operating activities which consisted
primarily of cash flow generated from property operations which was partially
offset by the payment of administrative expenses. The Partnership also received
cash of approximately $27,144,000 from its investing activities relating to the
sales of the Antlers, Canyon Sands, Chimney Ridge and Ridgetree - Phase I
apartment complexes. The Partnership used cash to fund its financing activities
which consisted primarily of the repayment of the $6,623,202 loan from the
General Partner, the repayment of the Ridgetree - Phase I Apartments mortgage
notes payable of approximately $9,484,000 in connection with the sale of the
property, and principal payments on mortgage notes payable of approximately
$683,000. The Partnership also made a special distribution to Limited Partners
from Net Cash Proceeds in July 1996 as described below.
<PAGE>
The Partnership classifies the cash flow performance of its properties as
either positive, a marginal deficit or a significant deficit, each after
consideration of debt service payments unless otherwise indicated. A deficit is
considered to be significant if it exceeds $250,000 annually or 20% of the
property's rental and service income. The Partnership defines cash flow
generated from its properties as an amount equal to the property's revenue
receipts less property related expenditures, which include debt service
payments. During the six months ended June 30, 1996, eight of the nine
properties owned by the Partnership at June 30, 1996 generated positive cash
flow and one generated a marginal cash flow deficit. During the same period in
1995, all nine properties generated positive cash flow. The Courtyards of
Kendall Apartments, which had generated positive cash flow during 1995,
generated a marginal cash flow deficit during 1996 as a result of slightly
higher property operating expenses. As of June 30, 1996, the occupancy rates of
the Partnership's properties ranged from 91% to 98%.
The Chimney Ridge, Antlers and Canyon Sands apartment complexes, which were
sold in February, May and June 1996, respectively, all generated positive cash
flow during 1995 and prior to their sale in 1996. The Ridgetree - Phase I
apartment complex, which was sold in June 1996, generated a marginal deficit
during 1995 and prior to its sale in 1996. The Pinebrook apartment complex,
which was sold in February 1995, generated a marginal deficit prior to its sale
in 1995 and the Drayton Quarter apartment complex, which was sold in July 1995,
generated positive cash flow during the six months ended June 30, 1995.
While the cash flow of certain of the Partnership's properties has improved,
the General Partner continues to pursue a number of actions aimed at improving
the cash flow of the Partnership's properties, including improving operating
performance and seeking rent increases where market conditions allow.
The General Partner believes that the market for multifamily housing properties
is favorable to sellers of these properties. During 1996, the Partnership sold
the Antlers, Canyon Sands, Chimney Ridge, Ridgetree - Phase I and Sunnyoak
Village apartment complexes. Currently, the Partnership has entered into
contracts to sell the Courtyards of Kendall and Creekwood - Phase I apartment
complexes for sales prices of $11,000,000 and $8,391,300, respectively. The
Partnership is actively marketing the remaining properties in its portfolio. If
current market conditions remain favorable and the General Partner can obtain
appropriate sales prices, the Partnership's liquidation strategy will be
accelerated.
In February 1996, the Partnership sold the Chimney Ridge Apartments in an all
cash sale for $13,650,000. The purchaser of the Chimney Ridge Apartments took
title subject to the existing first mortgage loan in the amount of $7,242,788.
From the proceeds of the sale, the Partnership paid $609,642 in selling costs.
The remainder of the proceeds were used to repay a significant portion of the
remaining General Partner loans. See Note 4 of Notes to Financial Statements
for additional information.
In May 1996, the Partnership sold the Antlers Apartments in an all cash sale
for $15,000,000. The purchaser of the Antlers Apartments took title subject to
the existing first mortgage loan in the amount of $10,108,860. From the
proceeds of the sale, the Partnership paid $86,456 in selling costs. The
remainder of the proceeds were distributed in a special distribution to the
Limited Partners in July 1996. See Note 4 of Notes to Financial Statements for
additional information.
<PAGE>
In June 1996, the Partnership sold the Canyon Sands Apartments in an all cash
sale for $14,650,000. The purchaser of the Canyon Sands Apartments took title
subject to the existing first mortgage loan in the amount of $8,957,106. From
the proceeds of the sale, the Partnership paid $124,875 in selling costs.
Pursuant to the terms of the sale, $500,000 of the proceeds will be retained by
the Partnership until October 1996. The remainder of the proceeds were
distributed in a special distribution to the Limited Partners in July 1996. See
Note 4 of Notes to Financial Statements for additional information.
In June 1996, the Partnership sold the Ridgetree Phase I Apartments in an all
cash sale for $11,100,000. From the proceeds of the sale, the Partnership paid
$9,484,192 to the third party mortgage holder in full satisfaction of the first
and second mortgage loans, and paid $126,000 in selling costs. Pursuant to the
terms of the sale, $500,000 of the proceeds will be retained by the Partnership
until October 1996. The remainder of the proceeds were distributed in a special
distribution to the Limited Partners in July 1996. See Note 4 of Notes to
Financial Statements for additional information.
In July 1996, the Partnership sold the Sunnyoak Village Apartments in an all
cash sale for $22,200,000. From the proceeds of the sale, the Partnership paid
$13,598,689 to the third party mortgage holder in full satisfaction of the
first mortgage loan, and paid $181,500 in selling costs. Pursuant to the terms
of the sale, $500,000 of the proceeds will be retained by the Partnership until
October 1996. The remainder of the proceeds will be distributed in a special
distribution to the Limited Partners in October 1996. See Note 6 of Notes to
Financial Statements for additional information.
Each of the Partnership's properties is owned through the use of third-party
mortgage loan financing and, therefore, the Partnership is subject to the
financial obligations required by such loans. As a result of the General
Partner's efforts to obtain loan refinancings, as well as the repayment of
certain loans with proceeds from property sales and cash reserves, the
Partnership has no third party financing which matures prior to 1997.
During July 1996, the Partnership commenced distributions and paid a special
distribution of $11,200,000 ($80 per Interest) to Limited Partners from the Net
Cash Proceeds received in connection with the sales of the Antlers, Canyon
Sands and Ridgetree - Phase I apartment complexes. As the remaining properties
are sold, the Partnership will distribute the sale proceeds to Limited
Partners. Additionally, the Partnership will distribute the cash flow from
property operations. The General Partner, however, does not anticipate that
investors will recover a substantial portion of their original investment.
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 REALTY INVESTORS-84
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 5. Other Information
- --------------------------
Courtyards of Kendall Apartments
- --------------------------------
As previously reported, on June 6, 1996 the Partnership contracted to sell the
Courtyards of Kendall Apartments, Dade County, Florida for a sale price of
$11,000,000 to an unaffiliated party and the closing was scheduled to occur
July 15, 1996. On June 17, 1996 the agreement of sale was amended pursuant to
which the closing was postponed until September 25, 1996.
Creekwood I Apartments
- ----------------------
In 1983, the Partnership acquired the Creekwood I Apartments, Tulsa, Oklahoma,
utilizing approximately $3,514,620 in offering proceeds. The property was
acquired subject to first mortgage financing of approximately $6,655,000. In
1994, the mortgage loan was refinanced with a new mortgage loan in the amount
of $5,700,000. The Partnership received excess proceeds of approximately
$327,809.
As previously reported, on May 31, 1996 the Partnership contracted to sell the
Creekwood I Apartments, Tulsa, Oklahoma to an unaffiliated party, Mid-America
Apartments, L.P., a Tennessee limited partnership for a sale price of
$8,466,000. On June 18, 1996 the Purchaser exercised its option to terminate
the agreement of sale and a closing of the sale will not occur. Pursuant to the
agreement of sale, the $84,660 in earnest money previously deposited and
interest accrued thereon will be returned to the Purchaser.
Subsequently, on July 18, 1996, the Partnership contracted to sell the property
for a sale price of $8,391,300 to an unaffiliated party, Sentinel Acquisitions
Corp. (the "Purchaser"), a Delaware corporation. The Purchaser has deposited
$100,000 into an escrow account as earnest money and will pay the remaining
$8,291,300 at closing, which is scheduled for August 30, 1996. The Purchaser
will pay all closing costs relating to the sale, except that the Partnership
will pay one-half of specified title costs. From the proceeds of the sale, the
Partnership will repay the first mortgage loan which is expected to have an
outstanding balance of $5,604,985 at closing, and $104,891 to an unaffiliated
party as a brokerage commission. An affiliate of the third party providing
property management services for the property will receive a fee of $83,913 for
services in connection with the sale. Neither the General Partner nor any
affiliate will receive a brokerage commission in connection with the sale of
the property. The General Partner will be reimbursed by the Partnership for
actual expenses incurred in connection with the sale.
An affiliate of the General Partner has simultaneously contracted to sell an
adjacent property, Creekwood II Apartments, Tulsa, Oklahoma, to the Purchaser.
If the Purchaser terminates this or the agreement of sale for the adjacent
property, the other agreement of sale will also be deemed terminated.
<PAGE>
The closing is subject to the satisfaction of numerous terms and conditions,
including the closing of the sale of the adjacent property. There can be no
assurance that all of the terms and conditions will be complied with and,
therefore, it is possible the sale of the property may not occur.
Quail Lakes Apartments
- ----------------------
As previously reported, on May 31, 1996, 1996 the Partnership contracted to
sell the Quail Lakes Apartments, Oklahoma City, Oklahoma for a sale price of
$10,500,000. On June 18, 1996 the Purchaser exercised its option to terminate
the agreement of sale and a closing of the sale will not occur. Pursuant to the
agreement of sale, the $105,000 in earnest money previously deposited and
interest accrued thereon will be returned to the Purchaser.
Sunnyoak Village Apartments
- ---------------------------
As previously reported, on April 23, 1996, the Partnership contracted to sell
Sunnyoak Village Apartments, Overland Park, Kansas, to an unaffiliated party,
ERP Operating Limited Partnership, for a sale price of $22,200,000. The sale
closed on July 2, 1996. From the proceeds of the sale, the Partnership paid the
outstanding balance of the first mortgage loan in the amount of $13,598,689,
legal fees of approximately $15,000 and a $166,500 fee to an affiliate of the
third party providing property management services for the property for
services rendered in connection with the sale. Pursuant to the agreement of
sale, the Purchaser paid all closing costs relating to the sale. The
Partnership received approximately $8,420,000 representing the remaining
proceeds. Of such proceeds, $500,000 will be retained by the Partnership and
not be available until 120 days after closing. Neither the General Partner nor
any affiliate will receive a brokerage commission in connection with the sale
of the property. The General Partner will be reimbursed by the Partnership for
its actual expenses incurred in connection with the sale.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
- ---------------------------------------------------
(a) Exhibits:
(4) Form of Subscription Agreement, previously filed as Exhibit 4.1 to
Amendment No. 1 to the Registrant's Registration Statement on Form S-11 dated
December 16, 1983 (Registration No. 2-86317) 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 June 30, 1992 (Commission File No. 0-13349)
are incorporated herein by reference.
(10)(a)(i) Agreement of Sale and attachments thereto relating to the sale of
the Canyon Sands Village Apartments, Phoenix, Arizona previously filed as
Exhibit (2)(b) to the Partnership's Current Report on Form 8-K dated April 23,
1996 is incorporated herein by reference.
(ii) Master Amendment and Agreement dated May 22, 1996 relating to the sale of
the Canyon Sands Apartments, Phoenix, Arizona and Ridgetree Apartments, Phase
I, Dallas, Texas previously filed as Exhibit (2)(a)(i) to the Partnership's
Current Report on Form 8-K dated May 31, 1996 is incorporated herein by
reference.
(iii) Master Amendment and Agreement #2 dated May 22, 1996 relating to the sale
of the Canyon Sands Apartments, Phoenix, Arizona and Ridgetree Apartments,
Phase I, Dallas, Texas previously filed as Exhibit (2)(a)(ii) to the
Partnership's Current Report on Form 8-K dated May 31, 1996 is incorporated
herein by reference.
(b)(i) Agreement of Sale and attachments thereto relating to the sale of
Ridgetree Apartments, Phase I, Dallas, Texas previously filed as Exhibit (2)(c)
to the Partnership's Current Report on Form 8-K dated April 23, 1996 is
incorporated herein by reference.
(c) Agreement of Sale and attachments thereto relating to the sale of the
Sunnyoak Village Apartments, Overland Park, Kansas previously filed as Exhibit
(2)(d) to the Partnership's Current Report on Form 8-K dated April 23, 1996 is
incorporated herein by reference.
(d)(i) Agreement of Sale and attachments thereto relating to the sale of
Creekwood Apartments, Phase I, Tulsa, Oklahoma to Mid-America Apartments, L.P.,
previously filed as Exhibit (2)(c) to the Partnership's Current Report on Form
8-K dated May 31, 1996 is incorporated herein by reference.
(ii) Letter of termination relating to the sale of Creekwood Apartments, Phase
I, Tulsa, Oklahoma to Mid-America Apartments, L.P., is attached hereto.
(e)(i) Agreement of Sale and attachments thereto relating to the sale of Quail
Lakes Apartments, Oklahoma City, Oklahoma previously filed as Exhibit (2)(d) to
the Partnership's Current Report on Form 8-K dated May 31, 1996 is incorporated
herein by reference.
(ii) Letter of termination relating to the sale of Quail Lakes Apartments,
Oklahoma City, Oklahoma is attached hereto.
<PAGE>
(f)(i) Agreement of Sale relating to the sale of Antlers Apartments,
Jacksonville, Florida previously filed as Exhibit (2) to the Partnership's
Current Report on Form 8-K dated April 2, 1996 is incorporated herein by
reference.
(ii) Letter Agreements dated March 29, 1996, May 2, 1996 and May 3, 1996,
respectively, amending the Agreement of Sale relating to Antlers Apartments,
Jacksonville, Florida previously filed as Exhibit 10 (vi) to the Partnership's
Report on Form 10-Q for the quarter ended March 31, 1996 are incorporated
herein by reference.
(27) Financial Data Schedule of the Registrant for the quarter ending June 30,
1996, is attached hereto.
(99)(a)(i) First Amendment to Agreement of Sale and Escrow Agreement relating
to the sale of the Courtyards of Kendall Apartments, Miami, Florida is attached
hereto.
(ii) Second Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the Courtyards of Kendall Apartments, Miami, Florida is attached
hereto.
(iii) Third Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the Courtyards of Kendall Apartments, Miami, Florida is attached
hereto.
(iv) Fourth Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the Courtyards of Kendall Apartments, Miami, Florida is attached
hereto.
(b) Reports on Form 8-K
(i) A Current Report on Form 8-K dated April 2, 1996 was filed reporting the
contract to sell the Antlers Apartments in Jacksonville, Florida.
(ii) A Current Report on Form 8-K dated April 23, 1996 was filed reporting each
of the contracts to sell the Briarwood Place, Canyon Sands Village, Ridgetree -
Phase I and Sunnyoak Village apartment complexes in Chandler, Arizona, Phoenix,
Arizona, Dallas, Texas and Overland Park, Kansas, respectively.
(iii) A Current Report on Form 8-K dated May 31, 1996 was filed reporting each
of the closings of the sales of Antlers, Canyon Sands and Ridgetree - Phase I
apartment complexes in Jacksonville, Florida, Phoenix, Arizona and Dallas,
Texas, respectively; the termination of the contract to sell Briarwood Place
Apartments in Chandler, Arizona; and each of the contracts to sell Creekwood -
Phase I, Quail Lakes and Courtyards of Kendall apartment complexes in Tulsa,
Oklahoma, Oklahoma City, Oklahoma and Dade County, Florida, respectively.
<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 REALTY INVESTORS-84
By: /s/Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Partners-XV, the General Partner
By: /s/Brian D. Parker
-----------------------------
Brian D. Parker
Senior Vice President, and Chief Financial
Officer (Principal Accounting and Financial
Officer) of Balcor Partners-XV, the General
Partner
Date: August 14, 1996
----------------------------
<PAGE>
LAW OFFICES
APPERSON, CRUMP, DUZANE & MAXWELL, PLC
1755 KIRBY PARKWAY, SUITE 100
MEMPHIS, TENNESSEE 38120-4376
901/756-6300
June 18, 1996
VIA FACSIMILE (847) 317-4482
AND CERTIFIED MAIL
Ilona Adams
The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road
Suite A200
Bannockburn, IL 60015
Re: The Balcor Company and Related Entities Agreements of Sale to Mid-
America Apartments, L.P.
Dear Ms. Adams:
This will advise you that pursuant to paragraph 7(c) of the Agreements of Sale
dated as of May 31, 1996 relating to the properties listed on the attached
schedule ("Contracts"), Mid-America Apartments, L.P. hereby exercises its right
to terminate the Contracts effective immediately. On behalf of my client, I
have requested from Lawyers Title Insurance Corporation a return of the Earnest
Money deposited therewith and any interest earned thereon.
If anything remains to be done or if you have any questions, please do not
hesitate to give me a call.
Yours sincerely,
/s/John B. Maxwell
John B. Maxwell, Jr.
JBM/sh
Enclosure
cc: Don Aldridge (via facsimile and hand delivery)
Alan Lieberman (via facsimile and certified U.S. Mail)
Daniel J. Perlman (via facsimile and certified U.S. Mail)
Kathleen S. Campbell (via facsimile and certified U.S. Mail)
<PAGE>
BALCOR PROPERTIES
1. Sun Ridge Apartments, Oklahoma City, Oklahoma
2. Heather Ridge Apartments, Oklahoma City, Oklahoma
3. Creekwood I Apartments, Tulsa, Oklahoma
4. Creekwood II Apartments, Tulsa, Oklahoma
5. Steeplechase Apartments, Lexington, Kentucky
6. Quail Lakes Apartments, Oklahoma City, Oklahoma
7. Marbrisa Apartments, Tampa, Florida
8. Shoal Run Apartments, Birmingham, Alabama
<PAGE>
LAW OFFICES
APPERSON, CRUMP, DUZANE & MAXWELL, PLC
1755 KIRBY PARKWAY, SUITE 100
MEMPHIS, TENNESSEE 38120-4376
901/756-6300
June 18, 1996
VIA FACSIMILE (847) 317-4482
AND CERTIFIED MAIL
Ilona Adams
The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road
Suite A200
Bannockburn, IL 60015
Re: The Balcor Company and Related Entities Agreements of Sale to Mid-
America Apartments, L.P.
Dear Ms. Adams:
This will advise you that pursuant to paragraph 7(c) of the Agreements of Sale
dated as of May 31, 1996 relating to the properties listed on the attached
schedule ("Contracts"), Mid-America Apartments, L.P. hereby exercises its right
to terminate the Contracts effective immediately. On behalf of my client, I
have requested from Lawyers Title Insurance Corporation a return of the Earnest
Money deposited therewith and any interest earned thereon.
If anything remains to be done or if you have any questions, please do not
hesitate to give me a call.
Yours sincerely,
/s/John B. Maxwell
John B. Maxwell, Jr.
JBM/sh
Enclosure
cc: Don Aldridge (via facsimile and hand delivery)
Alan Lieberman (via facsimile and certified U.S. Mail)
Daniel J. Perlman (via facsimile and certified U.S. Mail)
Kathleen S. Campbell (via facsimile and certified U.S. Mail)
<PAGE>
BALCOR PROPERTIES
1. Sun Ridge Apartments, Oklahoma City, Oklahoma
2. Heather Ridge Apartments, Oklahoma City, Oklahoma
3. Creekwood I Apartments, Tulsa, Oklahoma
4. Creekwood II Apartments, Tulsa, Oklahoma
5. Steeplechase Apartments, Lexington, Kentucky
6. Quail Lakes Apartments, Oklahoma City, Oklahoma
7. Marbrisa Apartments, Tampa, Florida
8. Shoal Run Apartments, Birmingham, Alabama
<PAGE>
FIRST AMENDMENT TO AGREEMENT
OF SALE AND ESCROW AGREEMENT
This First Amendment ("First Amendment") to Agreement of Sale and Escrow
Agreement is entered into as of June 17, 1996, by and between BH COURTYARDS OF
KENDALL L.P., an Iowa Limited Partnership, as Purchaser, COURTYARDS OF KENDALL
LIMITED PARTNERSHIP, an Illinois Limited Partnership, as Seller, and CHARTER
TITLE COMPANY, as Escrow Agent.
RECITALS
A. Purchaser and Seller hereto have entered into an Agreement of Sale
("Agreement") dated June 5, 1996 for the purchase and sale of the apartment
project known as Courtyards of Kendall Apartments and also a related Escrow
Agreement ("Escrow Agreement") with Escrow Agent.
B. Purchaser, Seller and Escrow Agent now wish to amend the Agreement
and Escrow Agreement.
NOW, THEREFORE, the Agreement and Escrow Agreement are amended as follows:
1. The Approval Period as shown in Paragraph 16 of the Agreement is
hereby extended to the close of business (5:00 P.M. Central Daylight Time) on
July 8, 1996.
2. The Closing Date as shown in Paragraph 8 of the Agreement is hereby
changed from July 15, 1996 to August 15, 1996.
3. The Disapproval Date shown in Paragraph 1 of the Escrow Agreement is
hereby changed to July 8, 1996.
4. The date of July 15, 1996 contained in Paragraph 2 of the Escrow
Agreement is hereby changed to August 15, 1996.
5. Except as modified herein, all other terms and conditions of the
Agreement and Escrow Agreement remain in full force and effect.
6. All capitalized terms used herein shall have the same meaning as in
the Agreement and Escrow Agreement.
7. This First Amendment may be executed in multiple facsimile
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of
the date set forth above.
PURCHASER:
BH COURTYARDS OF KENDALL L.P., an
Iowa Limited Partnership
By: BH EQUITIES, INC., an Iowa
corporation, the general partner
By: /s/ Harry Bookey
--------------------------------
Harry Bookey, President
SELLER:
COURTYARDS OF KENDALL LIMITED
PARTNERSHIP, an Illinois limited partnership
By: Balcor Partners-XV, an Illinois general
partnership, its general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a general partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/ Phillip Schechter
-------------------------------
Phillip Schechter
Authorized Agent
ESCROW AGENT:
CHARTER TITLE COMPANY
By:
-------------------------------
<PAGE>
SECOND AMENDMENT TO AGREEMENT
OF SALE AND ESCROW AGREEMENT
This Second Amendment ("Second Amendment") to Agreement of Sale and Escrow
Agreement is entered into as of July 2, 1996, by and between BH COURTYARDS OF
KENDALL L.P., an Iowa Limited Partnership, as Purchaser, COURTYARDS OF KENDALL
LIMITED PARTNERSHIP, an Illinois Limited Partnership, as Seller, and CHARTER
TITLE COMPANY, as Escrow Agent.
RECITALS
A. Purchaser and Seller hereto have entered into an Agreement of Sale
("Agreement") dated June 5, 1996 for the purchase and sale of the apartment
project known as Courtyards of Kendall Apartments and also a related Escrow
Agreement ("Escrow Agreement") with Escrow Agent. The Agreement and Escrow
Agreement were amended on June 17, 1996.
B. Purchaser, Seller and Escrow Agent now wish to further amend the
Agreement and Escrow Agreement.
NOW, THEREFORE, the Agreement and Escrow Agreement are amended as follows:
1. The Approval Period as shown in Paragraph 16 of the Agreement is
hereby extended to the close of business (5:00 P.M. Central Daylight Time) on
July 23, 1996.
2. The Disapproval Date shown in Paragraph 1 of the Escrow Agreement is
hereby changed to July 23, 1996.
3. Except as modified herein, all other terms and conditions of the
Agreement and Escrow Agreement as modified by the First Amendment remain in
full force and effect.
4. All capitalized terms used herein shall have the same meaning as in
the Agreement and Escrow Agreement.
5. This Second Amendment may be executed in multiple facsimile
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of
the date set forth above.
PURCHASER:
BH COURTYARDS OF KENDALL L.P., an
Iowa Limited Partnership
By: BH EQUITIES, INC., an Iowa
corporation, the general partner
By: /s/Harry Bookey
---------------------------------
Harry Bookey, President
SELLER:
COURTYARDS OF KENDALL LIMITED
PARTNERSHIP, an Illinois limited partnership
By: Balcor Partners-XV, an Illinois general
partnership, its general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a general partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/Phillip Schechter
---------------------------------
Phillip Schechter
Authorized Agent
ESCROW AGENT:
CHARTER TITLE COMPANY
By: ___________________________________
<PAGE>
THIRD AMENDMENT TO AGREEMENT
OF SALE AND ESCROW AGREEMENT
This Third Amendment ("Third Amendment") to Agreement of Sale and Escrow
Agreement is entered into as of August 1, 1996, by and between BH COURTYARDS OF
KENDALL L.P., an Iowa Limited Partnership, as Purchaser, COURTYARDS OF KENDALL
LIMITED PARTNERSHIP, an Illinois Limited Partnership, as Seller, and CHARTER
TITLE COMPANY, as Escrow Agent.
RECITALS
A. Purchaser and Seller hereto have entered into an Agreement of Sale
("Agreement") dated June 5, 1996 for the purchase and sale of the apartment
project known as Courtyards of Kendall Apartments and also a related Escrow
Agreement ("Escrow Agreement") with Escrow Agent. The Agreement and Escrow
Agreement were amended on June 17, 1996 and further amended on July 2, 1996.
B. Purchaser, Seller and Escrow Agent now wish to further amend the
Agreement and Escrow Agreement.
NOW, THEREFORE, the Agreement and Escrow Agreement are amended as follows:
1. The Approval Period as shown in Paragraph 16 of the Agreement is
hereby extended to the close of business (5:00 P.M. Central Daylight Time) on
August 14, 1996.
2. The Disapproval Date shown in Paragraph 1 of the Escrow Agreement is
hereby changed to August 14, 1996.
3. The Closing Date shall be September 25, 1996.
4. Except as modified herein, all other terms and conditions of the
Agreement and Escrow Agreement as modified by the First Amendment and Second
Amendment remain in full force and effect.
5. All capitalized terms used herein shall have the same meaning as in
the Agreement and Escrow Agreement.
6. This Third Amendment may be executed in multiple facsimile
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of
the date set forth above.
PURCHASER:
BH COURTYARDS OF KENDALL L.P., an
Iowa Limited Partnership
By: BH EQUITIES, INC., an Iowa
corporation, the general partner
By: /s/ Harry Bookey
--------------------------------
Harry Bookey, President
SELLER:
COURTYARDS OF KENDALL LIMITED
PARTNERSHIP, an Illinois limited partnership
By: Balcor Partners-XV, an Illinois general
partnership, its general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a general partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/ Phillip A. Schechter
----------------------------------
Phillip A. Schechter
Authorzied Agent
ESCROW AGENT:
CHARTER TITLE COMPANY
By:
---------------------------------
<PAGE>
FOURTH AMENDMENT TO AGREEMENT
OF SALE AND ESCROW AGREEMENT
This Fourth Amendment ("Fourth Amendment") to Agreement of Sale and Escrow
Agreement is entered into as of August 12, 1996, by and between BH COURTYARDS
OF KENDALL L.P., an Iowa Limited Partnership, as Purchaser, COURTYARDS OF
KENDALL LIMITED PARTNERSHIP, an Illinois Limited Partnership, as Seller, and
CHARTER TITLE COMPANY, as Escrow Agent.
RECITALS
A. Purchaser and Seller hereto have entered into an Agreement of Sale
("Agreement") dated June 5, 1996 for the purchase and sale of the apartment
project known as Courtyards of Kendall Apartments and also a related Escrow
Agreement ("Escrow Agreement") with Escrow Agent. The Agreement and Escrow
Agreement were amended on June 17, 1996, July 2, 1996 and August 1, 1996.
B. Purchaser, Seller and Escrow Agent now wish to further amend the
Agreement and Escrow Agreement.
NOW, THEREFORE, the Agreement and Escrow Agreement are amended as follows:
1. The Approval Period as shown in Paragraph 16 of the Agreement is
hereby extended to the close of business (5:00 P.M. Central Daylight Time) on
August 16, 1996.
2. The Disapproval Date shown in Paragraph 1 of the Escrow Agreement is
hereby changed to August 16, 1996.
3. Except as modified herein, all other terms and conditions of the
Agreement and Escrow Agreement as modified by the First Amendment, Second
Amendment and Third Amendment remain in full force and effect.
4. All capitalized terms used herein shall have the same meaning as in
the Agreement and Escrow Agreement.
5. This Fourth Amendment may be executed in multiple facsimile
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of
the date set forth above.
PURCHASER:
BH COURTYARDS OF KENDALL L.P., an
Iowa Limited Partnership
By: BH EQUITIES, INC., an Iowa
corporation, the general partner
By: /s/Harry Bookey
-------------------------------
Harry Bookey, President
SELLER:
COURTYARDS OF KENDALL LIMITED
PARTNERSHIP, an Illinois limited partnership
By: Balcor Partners-XV, an Illinois general
partnership, its general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a general partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/Phillip Schechter
---------------------------------
Phillip Schechter
Authorized Agent
ESCROW AGENT:
CHARTER TITLE COMPANY
By: ___________________________________
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 12942
<SECURITIES> 0
<RECEIVABLES> 486
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14880
<PP&E> 89713
<DEPRECIATION> 38915
<TOTAL-ASSETS> 66213
<CURRENT-LIABILITIES> 1324
<BONDS> 66817
0
0
<COMMON> 0
<OTHER-SE> (1928)
<TOTAL-LIABILITY-AND-EQUITY> 66213
<SALES> 0
<TOTAL-REVENUES> 38471
<CGS> 0
<TOTAL-COSTS> 6410
<OTHER-EXPENSES> 2244
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3776
<INCOME-PRETAX> 26041
<INCOME-TAX> 0
<INCOME-CONTINUING> 26041
<DISCONTINUED> 0
<EXTRAORDINARY> (427)
<CHANGES> 0
<NET-INCOME> 25615
<EPS-PRIMARY> 181.13
<EPS-DILUTED> 181.13
</TABLE>
