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 March 31, 1997
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-13349
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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
March 31, 1997 and December 31, 1996
(Unaudited)
ASSETS
1997 1996
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Cash and cash equivalents $ 10,201,775 $ 11,154,753
Escrow deposits 127,952 68,590
Accounts and accrued interest receivable 184,828 1,118,147
Prepaid expenses 11,740 74,940
Deferred expenses, net of accumulated
amortization of $257,362 in 1997
and $562,860 in 1996 27,550 88,171
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10,553,845 12,504,601
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Investment in real estate:
Land 2,003,835 3,990,086
Buildings and improvements 15,906,459 28,635,248
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17,910,294 32,625,334
Less accumulated depreciation 9,904,250 15,839,007
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Investment in real estate, net of
accumulated depreciation 8,006,044 16,786,327
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$ 18,559,889 $ 29,290,928
=============== ==============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Accounts payable $ 177,064 $ 341,315
Due to affiliates 184,320 187,913
Accrued liabilities, principally
real estate taxes 114,036 42,465
Security deposits 123,766 216,248
Mortgage notes payable 14,634,139 25,702,431
Mortgage note payable - affiliate 336,872
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Total liabilities 15,233,325 26,827,244
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Commitments and contingencies
Limited Partners' capital
(140,000 Interests issued
and outstanding) 4,215,415 3,454,964
General Partner's deficit (888,851) (991,280)
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Total partners' capital 3,326,564 2,463,684
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$ 18,559,889 $ 29,290,928
=============== ==============
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 March 31, 1997 and 1996
(Unaudited)
1997 1996
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Income:
Rental and service $ 1,110,145 $ 6,632,625
Interest on short-term investments 201,504 20,579
Other income 252,462
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Total income 1,564,111 6,653,204
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Expenses:
Interest on mortgage notes payable 317,679 1,989,743
Interest on short-term loans from
an affiliate 49,045
Depreciation 161,159 899,222
Amortization of deferred expenses 9,085 57,094
Property operating 460,123 2,332,906
Real estate taxes 82,269 505,616
Property management fees 53,502 337,029
Administrative 144,160 148,225
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Total expenses 1,227,977 6,318,880
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Income before gain on sale of property
and extraordinary items 336,134 334,324
Gain on sale of property 9,847,037 8,886,016
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Income before extraordinary items 10,183,171 9,220,340
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Extraordinary items:
Gain on forgiveness of debt 111,245
Debt extinguishment expense (51,536) (202,150)
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Total extraordinary items 59,709 (202,150)
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Net income $ 10,242,880 $ 9,018,190
=============== ==============
Income before extraordinary items
allocated to General Partner $ 101,832 $ 92,203
=============== ==============
Income before extraordinary items
allocated to Limited Partners $ 10,081,339 $ 9,128,137
=============== ==============
Income before extraordinary items
per Limited Partnership Interest
(140,000 issued and outstanding) $ 72.01 $ 65.20
=============== ==============
Extraordinary items allocated
to General Partner $ 597 $ (2,021)
=============== ==============
<PAGE>
Extraordinary items allocated
to Limited Partners $ 59,112 $ (200,129)
=============== ==============
Extraordinary items per Limited
Partnership Interest (140,000
issued and outstanding) $ 0.42 $ (1.43)
=============== ==============
Net income allocated to General Partner $ 102,429 $ 90,182
=============== ==============
Net income allocated to Limited Partners $ 10,140,451 $ 8,928,008
=============== ==============
Net income per Limited Partnership Interest
(140,000 issued and outstanding) $ 72.43 $ 63.77
=============== ==============
Distribution to Limited Partners $ 9,380,000 None
=============== ==============
Distribution per Limited Partnership
Interest $ 67.00 None
=============== ==============
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 quarters ended March 31, 1997 and 1996
(Unaudited)
1997 1996
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Operating activities:
Net income $ 10,242,880 $ 9,018,190
Adjustments to reconcile net income to net
cash provided by operating activities:
Other income (252,462)
Extraordinary items:
Gain on forgiveness of debt (111,245)
Debt extinguishment expense 51,536 202,150
Gain on sale of property (9,847,037) (8,886,016)
Depreciation of properties 161,159 899,222
Amortization of deferred expenses 9,085 57,094
Net change in:
Escrow deposits (59,362) 284,758
Accounts and accrued interest
receivable 933,319 1,167
Prepaid expenses 63,200 220,092
Accounts payable (164,251) (53,190)
Due to affiliates (3,593) (42,508)
Accrued liabilities 80,665 (311,061)
Security deposits (92,482) (47,632)
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Net cash provided by operating activities 1,011,412 1,342,266
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Investing activities:
Proceeds from sales of properties 18,833,333 6,407,212
Payment of selling costs (367,173) (336,642)
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Net cash provided by investing activities 18,466,160 6,070,570
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Financing activities:
Distributions to Limited Partners (9,380,000)
Repayment of loans payable - affiliate (234,721) (6,623,202)
Repayment of mortgage note payable (10,736,529)
Principal payments on mortgage
notes payable (79,300) (355,853)
Release of financing escrows 5,321
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Net cash used in financing activities (20,430,550) (6,973,734)
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Net change in cash and cash equivalents (952,978) 439,102
Cash and cash equivalents at beginning
of year 11,154,753 394,701
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Cash and cash equivalents at end of period $ 10,201,775 $ 833,803
=============== ==============
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 quarter ended March 31,
1997, and all such adjustments are of a normal and recurring nature.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1996, the Partnership sold ten properties. During January
1997, the Partnership sold the Somerset Pointe Apartments. Currently, the
Partnership has entered into a contract to sell the Courtyards of Kendall
Apartments and is actively marketing the Briarwood Place Apartments for sale.
The timing of the termination of the Partnership and final distribution of cash
will depend upon the nature and extent of liabilities and contingencies which
exist or may arise. Such contingencies may include legal and other fees
stemming from litigation involving the Partnership including, but not limited
to, the lawsuits discussed in Note 7 of Notes to Financial Statements. In the
absence of any such contingency, the reserves will be paid within twelve months
of the last property being sold. In the event a contingency arises, reserves
may be held by the Partnership for a longer period of time.
3. Interest Expense:
During the quarters ended March 31, 1997 and 1996, the Partnership incurred
interest expense on mortgage notes payable to non-affiliates of $317,679 and
$1,945,880 and paid interest expense of $317,679 and $1,866,355, respectively.
4. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
quarter ended March 31, 1997 are:
Paid Payable
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Reimbursement of expenses to
the General Partner, at cost: $24,462 $184,320
<PAGE>
As of December 31, 1996, the Partnership had a junior mortgage loan outstanding
from The Balcor Company ("TBC"), an affiliate of the General Partner, relating
to the Woodland Hills Apartments in the amount of $345,966, which included
accrued interest of $9,094. In February 1997, the Partnership paid $234,721 in
full satisfaction of this loan, representing a discount of $111,245. See Note 6
of Notes to Financial Statements for additional information.
During the quarter ended March 31, 1996, the Partnership repaid the General
Partner loan which had an outstanding balance of $6,632,202 at December 31,
1995 primarily with proceeds from the sale of Chimney Ridge Apartments. During
the quarter ended March 31, 1996, the Partnership incurred interest expense of
$49,045 and paid interest expense of $119,165 on this loan.
5. Property Sale:
In January 1997, the Partnership sold the Somerset Pointe Apartments in an all
cash sale for $18,833,333. From the proceeds of the sale, the Partnership paid
$10,736,529 to the third party mortgage holder in full satisfaction of the
first mortgage loan, and paid $367,173 in selling costs. The basis of the
property was $8,619,123, which is net of accumulated depreciation of
$6,095,916. For financial statement purposes, the Partnership recognized a gain
of $9,847,037 from the sale of this property.
6. Extraordinary Items:
(a) In connection with the sale of the Somerset Pointe Apartments in January
1997, the Partnership wrote off the remaining unamortized deferred financing
fees in the amount of $51,536. For financial statement purposes, this amount
was recognized as an extraordinary item and classified as debt extinguishment
expense.
(b) In February 1997, the Partnership paid $234,721 in full satisfaction of the
$345,966 junior mortgage loan from TBC, relating to the Woodland Hills
Apartments, which was sold in November 1996. The repayment resulted in a
discount of $111,245 which was recognized as an extraordinary gain on
forgiveness of debt for financial statement purposes.
7. Contingencies:
(a) The Briarwood Place Apartment is located in the path of a planned
expansion of a road, which is adjacent to the property. Discussions for this
expansion have been ongoing, and the General Partner has been attending the
public hearings due to its opposition to this expansion. If the current plans
are approved, approximately 68 of the complex's 268 units would be condemned,
which would have a significant impact on the property's value. Currently it is
unclear whether the future approvals for the expansion and funding for the road
project will be obtained and, if obtained, what compensation the Partnership
<PAGE>
would receive for the units or when the work would begin. The Partnership is
currently marketing the property for sale.
(b) The Partnership is currently involved in two lawsuits whereby the
Partnership and certain affiliates have been named as defendants alleging
substantially similar claims involving certain federal securities law
violations with regard to the adequacy and accuracy of disclosures of
information concerning, as well as marketing efforts related to, the offering
of the Limited Partnership Interests of the Partnership. The defendants
continue to vigorously contest these actions. A plaintiff class has not been
certified in either action and, no determinations of the merits have been made.
It is not determinable at this time whether or not an unfavorable decision in
either 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.
8. Subsequent Event:
In April 1997, the Partnership paid $6,720,000 ($48.00 per Interest) to Limited
Partners, representing a special distribution of Net Cash Proceeds primarily
from the available proceeds received in connection with the sale of the
Somerset Pointe Apartments.
<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. The Partnership has since disposed of
twenty-one of these properties, including the property in which the Partnership
held a minority joint venture interest. In January 1997, the Partnership sold
the Somerset Pointe Apartments. Currently, the Partnership has entered into a
contract to sell the Courtyards of Kendall Apartments, and is actively
marketing the Briarwood Place Apartments for sale.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1996 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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The Partnership sold the Somerset Pointe Apartments in January 1997 and the
Chimney Ridge Apartments in February 1996. The gain recognized in connection
with the sale of Somerset Pointe Apartments was higher than the gain recognized
in connection with the sale of Chimney Ridge Apartments, which was the primary
reason for the increase in net income for the quarter ended March 31, 1997 as
compared to the same period in 1996. Further discussion of the Partnership's
operations is summarized below.
1997 Compared to 1996
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Discussions of fluctuations between 1997 and 1996 refer to the quarters ended
March 31, 1997 and 1996.
<PAGE>
In 1996, the Partnership sold the Antlers, Canyon Sands, Chesapeake, Chestnut
Ridge - Phase II, Chimney Ridge, Creekwood - Phase I, Quail Lakes, Ridgetree -
Phase I, Sunnyoak Village and Woodland Hills apartment complexes and sold the
Somerset Pointe Apartments in January 1997. As a result, rental and service
income, interest expense on mortgage notes payable, depreciation, amortization,
property operating expense, real estate taxes and property management fees
decreased in 1997 compared to 1996.
Higher average cash balances were available for investment due to proceeds
received by the Partnership in connection with the 1996 and 1997 property sales
prior to distribution to the Limited Partners. As a result, interest income on
short-term investments increased during 1997 as compared to 1996.
During 1997, the Partnership recognized other income of $252,462 representing
the difference between the contractual amount of the first mortgage loan and
the carrying amount of the note for financial statement purposes at the time of
the sale of the Somerset Pointe Apartments.
Due to the repayment of the short-term loan from an affiliate in March 1996,
interest expense on short-term loans from an affiliate ceased in 1996.
The Partnership recognized gains for financial statement purposes in connection
with the sales of the Somerset Pointe Apartments of $9,847,037 in 1997 and the
Chimney Ridge Apartments of $8,886,016 in 1996.
During February 1997, the Partnership paid $234,721 in full satisfaction of the
junior mortgage loan outstanding from an affiliate of the General Partner
related to the Woodland Hills Apartments, representing a discount of $111,245.
The loan had an outstanding balance of $345,966, which included accrued
interest. The Partnership recognized the discount as an extraordinary gain on
forgiveness of debt during 1997 for financial statement purposes.
In connection with the sale of the Somerset Pointe Apartments in 1997 and the
Chimney Ridge Apartments in 1996, the Partnership wrote-off the remaining
unamortized deferred financing fees in the amount of $51,536 and $202,150,
respectively. These amounts were recognized as extraordinary items and
classified as debt extinguishment expense for financial statement purposes.
<PAGE>
Liquidity and Capital Resources
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The cash position of the Partnership as of March 31, 1997, decreased by
approximately $953,000 when compared to December 31, 1996 primarily due to the
payment of distributions to Limited Partners which was partially offset by net
proceeds received from the sale of the Somerset Pointe Apartments. In April
1997, the Partnership made a special distribution of $6,720,000 to Limited
Partners consisting primarily of available proceeds received in connection with
this sale. The Partnership received cash totaling approximately $1,011,000 from
its operating activities which consisted primarily of cash flow generated from
property operations, interest income earned on short-term investments and the
collection of certain receivables related to the sold properties, which was
partially offset by the payment of administrative expenses. The Partnership
received cash of approximately $18,466,000 from its investing activities
representing the net proceeds from the Somerset Pointe Apartments sale. The
Partnership used cash to fund its financing activities which consisted of the
payment of distributions totaling $9,380,000 to Limited Partners, the repayment
of the mortgage note payable in connection with the sale of Somerset Pointe
Apartments of approximately $10,737,000, principal payments on mortgage notes
payable of approximately $79,000 and the repayment of the affiliate loan of
approximately $235,000.
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. The Partnership sold ten properties in 1996, all of which generated
positive cash flow prior to their sales. During 1997 and 1996, the Briarwood
Place and Courtyards of Kendall apartment complexes generated positive cash
flow. The Somerset Pointe Apartments, which was sold in January 1997, generated
positive cash flow in 1996 and a marginal cash flow deficit prior to its sale
in 1997 primarily due to increased payroll costs. As of March 31, 1997, the
occupancy rates of the Briarwood Place and Courtyards of Kendall apartment
complexes were 100% and 97%, respectively.
<PAGE>
During 1996, the Partnership sold ten properties. During January 1997 the
Partnership sold the Somerset Pointe Apartments. Currently, the Partnership has
entered into a contract to sell the Courtyards of Kendall Apartments and is
actively marketing the Briarwood Place Apartments for sale. The timing of the
termination of the Partnership and final distribution of cash will depend upon
the nature and extent of liabilities and contingencies which exist or may
arise. Such contingencies may include legal and other fees stemming from
litigation involving the Partnership including, but not limited to, the
lawsuits discussed in Note 7 of Notes to Financial Statements. In the absence
of any such contingency, the reserves will be paid within twelve months of the
last property being sold. In the event a contingency arises, reserves may be
held by the Partnership for a longer period of time.
In January 1997, the Partnership sold the Somerset Pointe Apartments in an all
cash sale for $18,833,333. From the proceeds of the sale, the Partnership paid
$10,736,529 to the third party mortgage holder in full satisfaction of the
first mortgage loan and $367,173 in selling costs. Pursuant to the terms of the
sale, $321,937 of the proceeds were retained by the Partnership until April
1997, at which time the funds were released in full.
Pursuant to the terms of the sale of the Woodland Hills Apartments, $250,000 of
the proceeds was retained by the Partnership until February 1997. The funds
were released in full to the Partnership in February 1997, at which time the
Partnership paid $234,721 in full satisfaction of the junior mortgage loan from
TBC, an affiliate of the General Partner, at a discount of $111,245. See Notes
4 and 6 of Notes to Financial Statements for additional information.
The Partnership's two remaining properties are owned through the use of
third-party mortgage loan financing and, therefore, the Partnership is subject
to the financial obligations required by such loans. The loan collateralized by
the Courtyards of Kendall Apartments matures in June 1997 and the loan
collateralized by the Briarwood Place Apartments matures in 1998. Currently,
the Partnership has entered into a contract to sell the Courtyards of Kendall
Apartments and is actively marketing the Briarwood Place Apartments for sale.
The Partnership expects that these properties will be sold prior to the
maturity date of the respective loans.
<PAGE>
In April 1997, the Partnership paid $6,720,000 ($48.00 per Interest) to the
holders of Limited Partnership Interests representing a special distribution of
Net Cash Proceeds primarily from the available proceeds received in connection
with the sale of the Somerset Pointe Apartments. The Partnership commenced
distributions to Limited Partners in July 1996. Including the April 1997
distribution, Limited Partners have received cash distributions totaling
$275.00 per $1,000 Interest. Of this amount, $4.00 represents Cash Flow from
operations and $271.00 represents a return of Original Capital. Future
distributions will be made from proceeds received from the sales of the
remaining properties, as to which there can be no assurances. In light of the
results to date, investors will not 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
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Courtyards of Kendall Apartments
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As previously reported, on March 31, 1997, the Partnership contracted to sell
the Courtyards of Kendall Apartments, Dade County, Florida to an unaffiliated
party, Harbour Realty Advisors, Inc. Pursuant to an amendment, the Partnership
and the purchaser agreed to reduce the sale price from $11,000,000 to
$9,700,000. The purchaser has until May 15, 1997 to obtain mortgage financing
and to deposit an additional $100,000 in earnest money into the escrow account.
If the purchaser is unable to obtain financing, all of the earnest money will
be returned to the purchaser and the contract will be terminated. The closing
of the sale has been extended to June 16, 1997.
Item 6. Exhibits and Reports on Form 8-K
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(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 Report on Form 8-K dated April 23, 1996 are
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
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 Report on Form 8-K dated May 31, 1996 is incorporated herein by
reference.
<PAGE>
(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 Report on Form 8-K dated April 23, 1996 are incorporated
herein by reference.
(c)(i) 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 Report on Form 8-K dated April 23, 1996 are
incorporated herein by reference.
(d)(i) Agreement of Sale relating to the sale of Antlers Apartments,
Jacksonville, Florida previously filed as Exhibit (2) to the Partnership's
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.
(e)(i) Agreement of Sale and attachments thereto relating to the sale of the
Woodland Hills Apartments, Irving, Texas, previously filed as Exhibit (2)(i) to
the Partnership's Report on Form 8-K dated August 27, 1996, are incorporated
herein by reference.
(ii) Letter dated September 9, 1996, relating to the sale of the Woodland Hills
Apartments, Irving, Texas, previously filed as Exhibit (2)(ii) to the
Partnership's Report on Form 8-K dated August 27, 1996, is incorporated herein
by reference.
(iii) Letter agreement dated September 12, 1996 relating to the sale of the
Woodland Hills Apartments, Irving, Texas, previously filed as Exhibit 99(c) to
the Partnership's Report on Form 8-K dated August 30, 1996, is incorporated
herein by reference.
(f) (i) Agreement of Sale and attachments thereto, dated September 25, 1996,
relating to the sale of the Somerset Pointe Apartments, Las Vegas, Nevada,
previously filed as Exhibit (2) to the Partnership's Report on Form 8-K dated
September 24, 1996, are incorporated herein by reference.
(ii) Agreement of Sale and attachments thereto, dated November 9, 1996,
relating to the sale of the Somerset Pointe Apartments, Las Vegas, Nevada, is
incorporated herein by reference.
(g)(i) Agreement of Sale and attachments thereto relating to the sale of the
Chesapeake Apartments, Harris County, Texas, previously filed as Exhibit
(2)(a)(i) to the Partnership's Report on Form 8-K dated October 18, 1996, are
incorporated herein by reference.
<PAGE>
(ii) First Amendment to Agreement of Sale relating to the sale of the
Chesapeake Apartments, Harris County, Texas, previously filed as Exhibit
(2)(a)(ii) to the Partnership's Report on Form 8-K dated October 18, 1996, is
incorporated herein by reference.
(h)(i) Agreement of Sale and attachments thereto relating to the sale of the
Quail Lakes Apartments, Oklahoma City, Oklahoma, previously filed as Exhibit
(2)(b) to the Partnership's Report on Form 8-K dated October 18, 1996, are
incorporated herein by reference.
(i)(i) Agreement of Sale and attachments thereto relating to the sale of the
Courtyards of Kendall Apartments, Dade, County, Florida, previously filed as
exhibit (2)(i) to the Registrant's Current Report on Form 8-K dated January 30,
1997 is incorporated herein by reference.
(ii) First Amendment to the Agreement of Sale and Escrow Agreement relating to
the sale of the Courtyards of Kendall Apartments, Dade County, Florida,
previously filed as exhibit (2)(ii) to the Registrant's Current Report on Form
8-K dated January 30, 1997 is incorporated herein by reference.
(iii) Notice of Disapproval dated February 27, 1997, relating to the sale of
the Courtyards of Kendall Apartments, Dade County, Florida, is incorporated
herein by reference.
(iv) Second Amendment to Agreement of sale and Escrow Agreement relating to the
sale of the Courtyards of Kendall Apartments, Dade County, Florida is attached
hereto.
(v) Third Amendment to Agreement of sale and Escrow Agreement relating to the
sale of the Courtyards of Kendall Apartments, Dade County, Florida, is attached
hereto.
(27) Financial Data Schedule of the Registrant for the quarter ending March 31,
1997, is attached hereto.
(b) Reports on Form 8-K
(i) A Current Report on Form 8-K dated March 31, 1997 was filed reporting the
contract to sell the Courtyards of Kendall Apartments, Dade County, Florida.
<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/Jayne A. Kosik
-----------------------------
Jayne A. Kosik
Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Partners-XV, the General Partner
Date: May 15, 1997
----------------------------
<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 April 15, 1997, by and between HARBOUR REALTY
ADVISORS, INC., as Purchaser, and COURTYARDS OF KENDALL LIMITED PARTNERSHIP, an
Illinois Limited Partnership, as Seller.
RECITALS
A. Purchaser and Seller hereto have entered into an Agreement of Sale
dated March 26, 1997 ("Agreement") for the purchase and sale of the apartment
project known as Courtyards of Kendall Apartments which Agreement was amended
by a First Amendment to Agreement of Sale ("First Amendment") dated as of April
10, 1997.
B. Purchaser and Seller have also entered into an Escrow Agreement dated
as of March 26, 1997.
C. Purchaser and Seller now wish to amend the Agreement and the Escrow
Agreement.
NOW, THEREFORE, the Agreement and the Escrow Agreement are amended as
follows:
1. The Approval Period has expired and Purchaser hereby approves the
condition of the Property and the Documents.
2. Seller agrees that Purchaser shall have until May 15, 1997 to obtain
a commitment for $9.7 million mortgage financing for the acquisition of the
Property.
3. Paragraph 2b of the Agreement is hereby modified to provide that the
$100,000 Additional Earnest Money shall be deposited with the Escrow Agent on
or before May 15, 1997.
4. Paragraph 2 of the Escrow Agreement is hereby deleted in its entirety
and the following is inserted in its place:
If the Purchaser shall not have delivered to Escrow Agent, on or
before 5:00 P.M. Central Time, May 15, 1997, an additional deposit of
$100,000.00 ("Additional Earnest Money"), provided Purchaser shall not have
delivered to Escrow Agent a statement setting forth that Purchaser has not
obtained its mortgage finance commitment (in which case the Ernest Money shall
be returned to Buyer and this Agreement shall be null and void), then on the
opening of business on the first business day after May 15, 1997, Escrow Agent
shall deliver all funds then held in the escrow to Seller.
5. Except as modified herein, all other terms and conditions of the
Agreement (as amended by the First Amendment) and the 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.
<PAGE>
7. 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.
IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of
the date set forth above.
PURCHASER:
HARBOUR REALTY ADVISORS, INC.
By: /s/Bob Dorfman
-------------------------------
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/Terri Thompson
--------------------------------
ACKNOWLEDGED BY 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 May 1, 1997, by and between HARBOUR REALTY
ADVISORS, INC., as Purchaser, and COURTYARDS OF KENDALL LIMITED PARTNERSHIP, an
Illinois Limited Partnership, as Seller.
RECITALS
A. Purchaser and Seller hereto have entered into an Agreement of Sale
("Agreement") and Escrow Agreement ("Escrow Agreement"), both dated March 26,
1997 for the purchase and sale of the apartment project known as Courtyards of
Kendall Apartments which Agreement and Escrow Agreement were amended by a First
Amendment to Agreement of Sale ("First Amendment") dated as of April 10, 1997
and by a Second Amendment to Agreement of Sale and Escrow Agreement ("Second
Amendment") dated as of April 15, 1997.
B. Purchaser and Seller now wish to further amend the Agreement and the
Escrow Agreement.
NOW, THEREFORE, the Agreement and the Escrow Agreement are amended as
follows:
1. The Closing Date shall be June 16, 1997.
2. Except as modified herein, all other terms and conditions of the
Agreement (as amended by the First and Second Amendments) and the Escrow
Agreement remain in full force and effect.
3. All capitalized terms used herein shall have the same meaning as in
the Agreement and Escrow Agreement.
4. 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:
HARBOUR REALTY ADVISORS, INC.
By: /s/Bob Dorfman, V.P.
----------------------------------
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: Terri Thompson
----------------------------------
Terri Thompson
Authorized Representative
ACKNOWLEDGED BY ESCROW AGENT:
CHARTER TITLE COMPANY
By: /s/Lea Fendley
----------------------------------
Lea Fendley
Escrow Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 10202
<SECURITIES> 0
<RECEIVABLES> 185
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10526
<PP&E> 17910
<DEPRECIATION> 9904
<TOTAL-ASSETS> 18560
<CURRENT-LIABILITIES> 599
<BONDS> 14634
0
0
<COMMON> 0
<OTHER-SE> 3327
<TOTAL-LIABILITY-AND-EQUITY> 18560
<SALES> 0
<TOTAL-REVENUES> 11411
<CGS> 0
<TOTAL-COSTS> 596
<OTHER-EXPENSES> 314
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 318
<INCOME-PRETAX> 10183
<INCOME-TAX> 0
<INCOME-CONTINUING> 10183
<DISCONTINUED> 0
<EXTRAORDINARY> 60
<CHANGES> 0
<NET-INCOME> 10243
<EPS-PRIMARY> 72.43
<EPS-DILUTED> 72.43
</TABLE>
