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, 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
June 30, 1997 and December 31, 1996
(Unaudited)
ASSETS
1997 1996
-------------- --------------
Cash and cash equivalents $ 5,087,805 $ 11,154,753
Escrow deposits 5,280 68,590
Accounts and accrued interest receivable 227,453 1,118,147
Prepaid expenses 74,940
Deferred expenses, net of accumulated
amortization of $176,466 in 1997
and $562,860 in 1996 20,514 88,171
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5,341,052 12,504,601
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Investment in real estate:
Land 1,101,548 3,990,086
Buildings and improvements 6,546,398 28,635,248
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7,647,946 32,625,334
Less accumulated depreciation 3,362,898 15,839,007
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Investment in real estate, net of
accumulated depreciation 4,285,048 16,786,327
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$ 9,626,100 $ 29,290,928
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 123,623 $ 341,315
Due to affiliates 116,339 187,913
Accrued liabilities, principally
real estate taxes 34,098 42,465
Security deposits 57,501 216,248
Mortgage notes payable 5,812,345 25,702,431
Mortgage notes payable - affiliate 336,872
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Total liabilities 6,143,906 26,827,244
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<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
BALANCE SHEETS
June 30, 1997 and December 31, 1996
(Unaudited)
(Continued)
Commitments and contingencies
Limited Partners' capital
(140,000 Interests issued
and outstanding) 4,302,289 3,454,964
General Partner's deficit (820,095) (991,280)
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Total partners' capital 3,482,194 2,463,684
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$ 9,626,100 $ 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 six months ended June 30, 1997 and 1996
(Unaudited)
1997 1996
-------------- --------------
Income:
Rental and service $ 2,047,640 $ 12,526,872
Interest on short-term investments 274,083 58,126
Other income 252,462
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Total income 2,574,185 12,584,998
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Expenses:
Interest on mortgage notes payable 566,198 3,727,249
Interest on short-term loans from
an affiliate 49,045
Lender participation 225,000
Depreciation 301,472 1,701,756
Amortization of deferred expenses 16,121 109,818
Property operating 764,348 4,799,075
Real estate taxes 158,392 981,818
Property management fees 95,059 628,737
Administrative 275,272 432,549
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Total expenses 2,401,862 12,430,047
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Income before gains on sales of properties
and extraordinary items 172,323 154,951
Gains on sales of properties 16,886,478 26,158,852
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Income before extraordinary items 17,058,801 26,313,803
-------------- --------------
Extraordinary items:
Gain on forgiveness of debt 111,245
Debt extinguishment expense (51,536) (426,294)
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Total extraordinary items 59,709 (426,294)
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Net income $ 17,118,510 $ 25,887,509
============== ==============
Income before extraordinary items
allocated to General Partner $ 170,588 $ 263,138
============== ==============
Income before extraordinary items
allocated to Limited Partners $ 16,888,213 $ 26,050,665
============== ==============
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the six months ended June 30, 1997 and 1996
(Unaudited)
(Continued)
Income before extraordinary items
per Limited Partnership Interest
(140,000 issued and outstanding) $ 120.63 $ 186.07
============== ==============
Extraordinary items allocated
to General Partner $ 597 $ (4,263)
============== ==============
Extraordinary items allocated
to Limited Partners $ 59,112 $ (422,031)
============== ==============
Extraordinary items per Limited
Partnership Interest (140,000
issued and outstanding) $ 0.42 $ (3.01)
============== ==============
Net income allocated to General Partner $ 171,185 $ 258,875
============== ==============
Net income allocated to Limited Partners $ 16,947,325 $ 25,628,634
============== ==============
Net income per Limited Partnership Interest
(140,000 issued and outstanding) $ 121.05 $ 183.06
============== ==============
Distributions to Limited Partners $ 16,100,000 None
============== ==============
Distributions per Limited Partnership
Interest (140,000 issued and outstanding) $ 115.00 None
============== ==============
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, 1997 and 1996
(Unaudited)
1997 1996
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Income:
Rental and service $ 937,495 $ 5,894,247
Interest on short-term investments 72,579 37,547
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Total income 1,010,074 5,931,794
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Expenses:
Interest on mortgage notes payable 248,519 1,737,506
Lender participation 225,000
Depreciation 140,313 802,534
Amortization of deferred expenses 7,036 52,724
Property operating 304,225 2,466,169
Real estate taxes 76,123 476,202
Property management fees 41,557 291,708
Administrative 131,112 284,324
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Total expenses 1,173,885 6,111,167
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Loss before gain on sales of properties
and extraordinary item (163,811) (179,373)
Gains on sales of properties 7,039,441 17,272,836
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Income before extraordinary item 6,875,630 17,093,463
Extraordinary item:
Debt extinguishment expense (224,144)
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Net income $ 6,875,630 $ 16,869,319
============== ==============
Income before extraordinary item
allocated to General Partner $ 68,756 $ 170,935
============== ==============
Income before extraordinary item
allocated to Limited Partners $ 6,806,874 $ 16,922,528
============== ==============
Income before extraordinary item
per Limited Partnership Interest
(140,000 issued and outstanding) $ 48.62 $ 120.87
============== ==============
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended June 30, 1997 and 1996
(Unaudited)
(Continued)
Extraordinary item allocated
to General Partner None $ (2,242)
============== ==============
Extraordinary item allocated
to Limited Partners None $ (221,902)
============== ==============
Extraordinary item per Limited
Partnership Interest (140,000
issued and outstanding) None $ (1.58)
============== ==============
Net income allocated to General Partner $ 68,756 $ 168,693
============== ==============
Net income allocated to Limited Partners $ 6,806,874 $ 16,700,626
============== ==============
Net income per Limited Partnership Interest
(140,000 issued and outstanding) $ 48.62 $ 119.29
============== ==============
Distribution to Limited Partners $ 6,720,000 None
============== ==============
Distribution per Limited partnership
Interest (140,000 issued and outstanding) $ 48.00 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 six months ended June 30, 1997 and 1996
(Unaudited)
1997 1996
-------------- --------------
Operating activities:
Net income $ 17,118,510 $ 25,887,509
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 51,536 426,294
Gains on sales of properties (16,886,478) (26,158,852)
Depreciation of properties 301,472 1,701,756
Amortization of deferred expenses 16,121 109,818
Net change in:
Escrow deposits 63,310 869,713
Accounts and accrued interest
receivable 890,694 (95,896)
Prepaid expenses 74,940 (80,583)
Accounts payable (217,692) (74,624)
Due to affiliates (71,574) (31,047)
Accrued liabilities 727 (466,167)
Security deposits (158,747) (172,189)
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Net cash provided by operating activities 819,112 1,915,732
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Investing activities:
Proceeds from sales of properties 29,833,333 28,091,246
Payment of selling costs (747,048) (673,973)
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Net cash provided by investing activities 29,086,285 27,417,273
-------------- --------------
Financing activities:
Distributions to Limited Partners (16,100,000)
Repayment of loans payable - affiliate (234,721) (6,623,202)
Repayment of mortgage notes payable (19,472,943) (9,484,192)
Principal payments on mortgage
notes payable (164,681) (683,358)
Release of financing escrows 5,321
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Net cash used in financing activities (35,972,345) (16,785,431)
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Net change in cash and cash equivalents (6,066,948) 12,547,574
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 $ 5,087,805 $ 12,942,275
============== ==============
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 Policies:
(a) The Partnership has restated net income for the six and three month period
ended June 30, 1996 as a result of the state withholding taxes paid in
connection with the sale of the Chimney Ridge Apartments in February 1996. Such
amounts had previously been recorded as an expense of sale. The Partnership
adjusted the expenses of the sale during the latter part of 1996 and received a
refund of these taxes during March 1997. Accordingly, there was no change to
partners' capital as of December 31, 1996 as a result of this restatement.
(b) 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, 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
and June of 1997, the Partnership sold the Somerset Pointe and Courtyards of
Kendall apartment complexes, respectively. Currently, the Partnership has
entered into a contract to sell its remaining property, the Briarwood Place
Apartments. 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 six months ended June 30, 1997 and 1996, the Partnership incurred
and paid interest expense on mortgage notes payable to non-affiliates of
$566,198 and $3,628,907, respectively.
<PAGE>
4. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
six months and quarter ended June 30, 1997 are:
Paid
----------------------
Six Months Quarter Payable
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Reimbursement of expenses to
the General Partner, at cost $141,845 $117,383 $116,339
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. The accrued interest balance is included in accrued
liabilities on the balance sheet. In February 1997, the Partnership paid
$234,721 in full satisfaction of this loan, representing a discount of $111,245
which represents the forgiven portion of the loan. See Note 6 of Notes to
Financial Statements for additional information.
As of June 30, 1996, the Partnership had junior loans outstanding from TBC
relating to the Chestnut Ridge - Phase II and Woodland Hills apartment
complexes. During the six months ended June 30, 1996, the Partnership incurred
interest expense on these affiliate loans of $98,342 and paid interest expense
of $58,722. The junior loan outstanding on the Chestnut Ridge - Phase II
Apartments was forgiven in September 1996, and the junior loan outstanding on
the Woodland Hills Apartments was repaid in February 1997, as discussed above.
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 six months ended June 30, 1996, the Partnership incurred interest expense
of $49,045 and paid interest expense of $119,165 on this loan. 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.
5. Property Sales:
a) 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.
<PAGE>
b) In June 1997, the Partnership sold the Courtyards of Kendall Apartments in
an all cash sale for $11,000,000. From the proceeds of the sale, the
Partnership paid $8,736,414 to the third party mortgage holder in full
satisfaction of the principal balance of the first mortgage loan, $225,000 to
the mortgage holder as a lender participation fee and $379,875 in selling
costs. The lender participation fee represents additional interest paid to the
lender calculated as a percentage of the sale price in excess of a certain
amount specified in the loan agreement. The basis of the property was
$3,580,684, which is net of accumulated depreciation of $6,681,665. For
financial statement purposes, the Partnership recognized a gain of $7,039,441
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, which included accrued interest of
$9,094 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 apartment complex 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
would receive for the units or when the work would begin. The Partnership has
entered into a contract to sell this property.
(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.
<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-two of these properties and the property in which the Partnership held a
minority joint venture interest. In January and June 1997, the Partnership sold
the Somerset Pointe and Courtyards of Kendall apartment complexes,
respectively. Currently, the Partnership has entered into a contract to sell
its remaining property, the Briarwood Place Apartments.
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
- ----------
Summary of Operations
- ---------------------
The Partnership sold the Somerset Pointe and Courtyards of Kendall apartment
complexes in January and June 1997, respectively, and sold four properties
during the six months ended June 30, 1996. The gains recognized in connection
with the 1996 sales were higher than the gains recognized in connection with
the 1997 sales of the Somerset Pointe and Courtyards of Kendall apartment
complexes. This was the primary reason for the decrease in net income for the
six months and quarter ended June 30, 1997 as compared to the same periods in
1996. Further discussion of the Partnership's operations is summarized below.
1997 Compared to 1996
- ---------------------
Unless otherwise noted, discussions of fluctuations between 1997 and 1996 refer
to both the six months and quarters ended June 30, 1997 and 1996.
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. The
Partnership also sold the Somerset Pointe and Courtyards of Kendall apartment
complexes in January and June 1997, respectively. 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 during 1997 compared to 1996.
<PAGE>
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 distributions to Limited Partners in January and April of 1997. 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 paid to the lender a participation fee of $225,000 in
connection with the sale of the Courtyards of Kendall Apartments during 1997.
The lender participation fee represents additional interest paid to the lender
calculated as a percentage of the sale price in excess of a certain amount
specified in the loan agreement.
The Partnership incurred higher postage, printing and investor processing costs
in connection with the Partnership's response to a tender offer during 1996. In
addition, the Partnership incurred higher accounting and portfolio management
fees during 1996. These were the primary reasons for the decrease in
administrative expenses during 1997 as compared to 1996.
The Partnership sold the Somerset Pointe and Courtyards of Kendall apartment
complexes during the six months ended June 30, 1997 and the Antlers, Canyon
Sands, Chimney Ridge and Ridgetree - Phase I apartment complexes during the six
months ended June 30, 1996. The Partnership recognized gains of $16,866,478 and
$26,158,852 related to these sales during 1997 and 1996, respectively.
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 of $9,094. 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
Antlers, Canyon Sands, Chimney Ridge and Ridgetree - Phase I apartment
complexes in 1996, the Partnership wrote-off the remaining unamortized deferred
financing fees in the amounts of $51,536 and $426,294, respectively. These
amounts were recognized as extraordinary items and classified as debt
extinguishment expense for financial statement purposes.
<PAGE>
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $6,067,000 as
of June 30, 1997 when compared to December 31, 1996 primarily due to the
payment of special distributions to Limited Partners in January and April 1997
with net proceeds from the 1996 and 1997 property sales. This decrease was
partially offset by the net proceeds received from the sales of two properties
in 1997. The Partnership received cash totaling approximately $819,000 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 and a lender
participation fee. The Partnership received cash of approximately $29,086,000
from its investing activities representing the net proceeds from the two
property sales during 1997. The Partnership used cash to fund its financing
activities which consisted of the payment of distributions totaling $16,100,000
to Limited Partners, the repayment of the mortgage notes payable in connection
with the 1997 sales of approximately $19,473,000, principal payments on
mortgage notes payable of approximately $165,000 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. 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. The Courtyards of Kendall Apartments, which was sold in June 1997,
generated a marginal cash flow deficit in 1996 due to slightly higher property
operating expenses and positive cash flow in 1997 prior to its sale. During
1997 and 1996, the Briarwood Place Apartments generated positive cash flow. As
of June 30, 1997, the occupancy rate of the Briarwood Place Apartments was 92%.
During 1996, the Partnership sold ten properties. During January and June 1997,
the Partnership sold the Somerset Pointe and Courtyards of Kendall apartment
complexes, respectively. Currently, the Partnership has entered into a contract
to sell its remaining property, the Briarwood Place Apartments, for a sale
price of $10,800,000. 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.
<PAGE>
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 sale
agreement for the Somerset Pointe Apartments, $321,937 of the sale proceeds was
retained by the Partnership and was unavailable for distribution until April
1997, at which time the funds were released in full. The available proceeds
were distributed to Limited Partners in April 1997.
In June 1997, the Partnership sold the Courtyards of Kendall Apartments in an
all cash sale for $11,000,000. From the proceeds of the sale, the Partnership
paid $8,736,414 to the third party mortgage holder in full satisfaction of the
principal balance of the first mortgage loan, $225,000 to the mortgage holder
as a lender participation fee and $379,875 in selling costs. The lender
participation fee represents additional interest paid to the lender calculated
as a percentage of the sale price in excess of a certain amount specified in
the loan agreement. The remainder of the proceeds will be distributed to
Limited Partners in October 1997.
Pursuant to the sale agreement for the Woodland Hills Apartments, $250,000 of
the sale proceeds was retained by the Partnership until February 1997. The
funds were released in full 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 which represents
the forgiven portion of the loan. See Notes 4 and 6 of Notes to Financial
Statements for additional information.
Pursuant to the sale agreement for the Chesapeake Apartments, $200,000 of the
sale proceeds was retained by the Partnership and was unavailable for
distribution until June 1997, at which time the funds were released in full.
The Partnership's remaining property, Briarwood Place Apartments, is owned
through the use of third-party mortgage loan financing and, therefore, the
Partnership is subject to the financial obligations required by the loan which
matures in 1998. Currently, the Partnership has entered into a contract to sell
the property and expects that the property will be sold prior to the maturity
date of the loan.
To date, 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 available sales proceeds, as to which there can be no assurances.
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
- -------------------------
Briarwood Place Apartments
- --------------------------
As previously reported, on May 22, 1997, the Partnership contracted to sell the
Briarwood Place Apartments, Chandler, Arizona, to two unaffiliated parties,
Continental Realty Advisors, Ltd., a Colorado corporation, and Signet Partners,
a Colorado corporation. Pursuant to an amendment, the closing of the sale was
extended from August 5, 1997 to September 19, 1997.
Courtyards of Kendall Apartments
- --------------------------------
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. The purchaser assigned its rights under
the agreement of sale to an affiliate, Kendall Courtyards Limited Partnership.
On June 2, 1997, the Partnership and the lender entered into an agreement
whereby the lender extended the maturity date of the loan from June 1, 1997 to
June 30, 1997. In conjunction with the agreement the Partnership paid the
lender $225,000 representing the amount due the lender as part of the 1992 loan
modification, which amount is equal to 25% of that portion of the sale price
which exceeds $10,100,000. The sale of the property was extended and the sale
closed on June 19, 1997. The sale price was $11,000,000. From the proceeds of
the sale, the Partnership paid the outstanding balance of the first mortgage
loan in the amount of $8,736,414, closing costs of $159,875, and a brokerage
commission of $220,000 to an affiliate of the third party which managed the
property. The Partnership received $1,658,711 representing the remaining
proceeds.
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.
<PAGE>
(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.
(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 June 30, 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.
<PAGE>
(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,
previously filed as Exhibit (10)(f)(ii) to the Registrant's Report on Form 10-Q
for the quarter ended September 30, 1996 are 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.
(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, previously filed as
Exhibit (10)(i)(iii) to the Partnership's Report on Form 10-K for the year
ended December 31, 1996, 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, previously
filed as exhibit (10)(i)(iv) to the Registrant's Report on Form 10-Q dated
March 31, 1997, is incorporated herein by reference.
(v) Third Amendment to Agreement of sale and Escrow Agreement relating to the
sale of the Courtyards of Kendall Apartments, Dade County, Florida, previously
filed as exhibit (10)(i)(v) to the Registrant's Report on Form 10-Q dated March
31, 1997, is incorporated herein by reference.
<PAGE>
(vi) Forbearance Agreement relating to the sale of the Courtyards of Kendall
Apartments, Dade County, Florida, is attached hereto.
(vii) Fourth Amendment to Agreement of Sale and Escrow Agreement relating to
the sale of the Courtyards of Kendall Apartments, Dade County, Florida, is
attached hereto.
(j)(i) Agreement of Sale and attachments thereto relating to the sale of the
Briarwood Place Apartments, Chandler, Arizona, previously filed as exhibit (10)
to the Registrant's Report on Form 8-K dated May 22, 1997, is incorporated
herein by reference.
(ii) Amendment to Agreement of Sale and Escrow Agreement relating to the sale
of the Briarwood Place Apartments, Chandler, Arizona, is attached hereto.
(27) Financial Data Schedule of the Registrant for the six months ending June
30, 1997, is attached hereto.
(b) Reports on Form 8-K:
A current report on Form 8-K dated May 22, 1997 was filed reporting the
contract to sell the Briarwood Place Apartments, Chandler, Arizona.
<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: August 14, 1997
--------------------
<PAGE>
FORBEARANCE AGREEMENT
THIS FORBEARANCE AGREEMENT (this "Agreement") is made as of June 2, 1997
by and between COURTYARDS OF KENDALL LIMITED PARTNERSHIP, an Illinois limited
partnership ("Borrower"), and AETNA LIFE INSURANCE COMPANY, a Connecticut
corporation ("Aetna").
BACKGROUND:
A. Aetna is the holder of a Renewal Mortgage Note from Borrower in the
original principal amount of $10,250,000.00 dated September 14, 1988 (the
"Original Renewal Note"). The Original Renewal Note was amended and restated
pursuant to the terms of a Renewal Promissory Note from Borrower in the
original principal amount of $9,603,527.59 dated May 29, 1992 (the "Second
Renewal Note").
B. The Original Renewal Note and the Second Renewal Note are secured by,
among other things, a (i) Mortgage and Security Agreement dated March 8, 1984
and recorded in Official Records Book 12085 at Page 2143 of the Public Records
of Dade County, Florida ("Official Records"), an Assignment of Rents and Leases
recorded in Official Records Book 12085 at Page 2173 and a Florida Mortgage and
Security Agreement dated September 14, 1988 and recorded in Official Records
Book 13826 at Page 760, all as consolidated, modified and renewed by a
Consolidation, Modification and Extension Agreement dated September 14, 1988
and recorded in Official Records Book 13826 at Page 797 (collectively, as
modified, the "Mortgage"), which Mortgage encumbers certain property described
therein (the "Property"), and (ii) an Assignment of Rents and Leases dated
September 14, 1988 and recorded in the Official Records Book 13826 at Page 845
(as modified, the "Assignment").
C. The Mortgage and the Assignment were each modified pursuant to the
terms of a Modification of Mortgage and Assignment of Rents and Leases dated
May 29, 1992 and recorded in the Official Records Book 15554 at Page 3118 (the
"1992 Modification").
D. The Original Renewal Note, the Second Renewal Note, the Mortgage, the
Assignment, the 1992 Modification and every other document or instrument
executed in connection with the indebtedness evidenced by the Original Renewal
Note and the Second Renewal Note are collectively referred to in this Agreement
as the "Loan Documents."
E. Borrower has notified Aetna that Borrower will not be in a position
to pay the Second Renewal Note in full upon the June 1, 1997 maturity of the
Second Renewal Note. Aetna understands that Borrower is pursuing a sale of the
Property, and Borrower has requested that Aetna agree to temporarily forbear
from the immediate enforcement of its rights and remedies as a result of
Borrower's failure to pay the Second Renewal Note in full upon maturity to
allow Borrower time to consummate said sale.
<PAGE>
NOW, THEREFORE, in consideration of the terms of this Agreement, and for
other good and valuable consideration, the parties hereto hereby agree as
follows:
1. Payments. (a) By June 2, 1997, Borrower shall pay to Aetna (i)
$83,905.70, representing a pre-maturity installment of principal and interest
pursuant to the terms of the Second Renewal Note, plus (ii) $225,000.00,
representing payment of Contingent Interest, as defined in and due and owing
pursuant to the Second Renewal Note, plus (iii) $43,682.07, representing
interest on the outstanding principal balance of the Second Renewal Note
(assuming payment of the amount specified in subsection (i) above) calculated
for the period of June 1, 1997 through June 30, 1997 at the default rate of
interest specified in the Second Renewal Note, plus (iv) $1,250.00,
representing reimbursement of Aetna's costs and expenses incurred in connection
with this Agreement, including, without limitation, legal fees incurred by
Aetna through the date of this Agreement.
(b) Payment of the foregoing amounts shall be tendered to Aetna on
or before June 2, 1997 via wire transfer pursuant to the wire instructions
attached hereto as Exhibit A.
2. Indebtedness. Borrower acknowledges and agrees that as of May 28,
1997, the outstanding principal balance due and owing under the Loan Documents
is $8,751,040.33, together with (i) accrued but unpaid interest calculated as
the contract rate set forth in the Loan Documents, (ii) default interest as
reserved under the Loan Documents, (iii) late charges as reserved under the
Loan Documents, and (iv) unreimbursed costs of collection as reserved under the
Loan Documents, including, without limitation, attorneys' fees and expenses and
fees and expenses of other professionals retained by Aetna in connection with
the administration and collection of the indebtedness evidenced by the Loan
Documents.
3. Loan Documents. Borrower acknowledges and agrees that the Loan
Documents are the legal, valid and binding obligations of Borrower, and are
enforceable in accordance with their terms. Each of the Loan Documents are
hereby ratified and confirmed by Borrower and every provision, covenant,
condition, duty, obligation, right and power contained in and under each of the
Loan Documents shall continue in full force and effect, subject to the terms
and provisions of this Agreement. Borrower further acknowledges and agrees
that the indebtedness evidenced by the Loan Documents is due and owing by
Borrower without any defense, offset or counterclaim, all of which are hereby
specifically waived and released.
4. Forbearance Period. (a) Aetna agrees that from June 2, 1997 through
the earlier to occur of (i) the occurrence of a Default (as defined below), or
(ii) June 30, 1997 (the "Forbearance Period"), Aetna shall not commence any
litigation relating to the Loan Documents or otherwise exercise or pursue any
right or remedy pursuant to the Loan Documents, at law or in equity relating to
the subject matter of the Loan Documents, including, without limitation, the
exercise of any rights with respect to funds held as tax other escrows.
<PAGE>
(b) Upon the occurrence of a Default or expiration of this Agreement by
its terms, this Agreement shall automatically terminate without the requirement
of notice to Borrower, and Aetna shall have the right upon one days notice to
Borrower to immediately pursue all available rights and remedies, including,
without limitation, the right to obtain and apply any funds held as tax or
other escrows.
(c) A "Default" shall be deemed to have occurred under this Agreement if
(i) Borrower fails to timely observe and perform any of its duties and
obligations under this Agreement, including, without limitation, its duties and
obligations under Section 1 of this Agreement, or (ii) and "event of default"
or "Event of Default" occurs under any of the Loan Documents (excluding
Borrower's obligation to pay the Loan in full upon the scheduled maturity of
the Loan Documents).
(d) Borrower acknowledges and agrees that (i) interest calculated at the
default rate set forth in the Loan Documents, late charges and Borrower's
obligation to reimburse Aetna for collection costs, including, without
limitation, attorneys' fees and expenses and fees and expenses of other
professionals retained by Aetna in connection with the administration and
collection of the indebtedness evidenced by the Loan Documents will begin to
accrue on June 2, 1997, and (ii) said default interest, late charges and
reimbursement obligations shall continue to accrue and, except as specifically
provided below, shall be payable after the termination or expiration of the
Forbearance Period.
(e) Aetna agrees that provided payment in immediately available funds of
the Payoff Amount (as defined below) is received by Aetna on or before the
scheduled expiration of the Forbearance Period, Aetna shall waive collection of
accrued late charges as reserved in the Loan Documents.
As used herein, "Payoff Amount" means an amount equal to the sum of (i)
the outstanding principal balance of the Loan Documents as of the date payment
in immediately available funds is received by Aetna, plus (ii) all other sums
reserved under and due and owing pursuant to the Loan Documents (other than
late charges), less (iii) a per diem credit of $1,456.07 (representing prepaid
per diem interest calculated at the default rate) for each day from the date
the Payoff Amount is tendered to June 30, 1997. Upon payment of the Payoff
Amount in compliance with the terms of this Agreement, Aetna shall cause all
funds held as tax or other escrows to be released to Borrower.
5. No Waiver of Rights and Remedies. Borrower acknowledges and agrees
that this Agreement, the execution hereof by Aetna and the acceptance of
payments by Aetna after the maturity date of the Loan Documents, is not
intended as and shall not be deemed to be a waiver of (i) Borrower's default
under the Loan Documents, (ii) any rights or remedies available to Aetna under
any of the Loan Documents, or (iii) any rights or remedies available to Aetna
at law or in equity with respect to the subject matter of the Loan Documents.
<PAGE>
6. Miscellaneous. (a) This Agreement and the Loan Documents
constitute the entire agreement among the parties hereto with respect to the
transactions contemplated under this Agreement. Any modification of or
amendment to this Agreement or further modification to any Loan Document shall
be in writing and executed by each of the parties hereto.
(b) This Agreement may be executed in any number of counterparts, and
each such counterpart shall be deemed for all purposes to be an original, and
all such counterparts shall together constitute but one and the same agreement.
Borrower acknowledges and agrees that this Agreement shall not be deemed
effective unless and until it is executed by Aetna.
(c) Time is of the essence in this Agreement.
Remainder of Page Intentionally Blank
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal as of the date and year set forth above.
COURTYARDS OF KENDALL LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Balcor Partners-XV, an Illinois general
partnership and the general partner of
Courtyards of Kendall Limited Partnership
By: RGF-Balcor Associates-II, an Illinois
general partnership and a general partner of
Balcor Partners-XV
By: The Balcor Company, a Delaware
corporation and a general partner of
RGF-Balcor Associates-II
By: /s/ Terri Thompson
---------------------------------
Its: Authorized Representative
AETNA LIFE INSURANCE COMPANY
By: /s/ Michael W. Nichols
-------------------------------
Its: Managing Director
<PAGE>
STATE OF Illinois
COUNTY OF Lake
This 3 day of June 1997, personally came before me Terri Thompson, as
Auth. Rep of The Balcor Company, a Delaware corporation in its capacity as
general partner of RGF-Balcor Associates II, in its capacity as general partner
of Balcor Partners-XV, in its capacity as general partner of Courtyards of
Kendall Limited Partnership, an Illinois limited partnership, who being duly
sworn, says that the foregoing instrument was signed and sealed by him/her on
behalf of said limited partnership.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 3
day of June, 1997.
/s/ Nancy A. Krieger
-------------------------------
Notary Public
My Commission Expires 7/01/00
STATE OF CONNECTICUT
COUNTY OF HARTFORD
This 4th day of June, 1997, personally came before me Michael W. Nichols
as Managing Director of Aetna Life Insurance Company, a Connecticut
corporation, who being duly sworn, says that the foregoing instrument was
signed and sealed by him on behalf of said corporation as said Managing
Director of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 4th
day of June, 1997.
/s/ Eileen M. Dautrich
-------------------------------
Notary Public
My Commission Expires:
EILEEN M. DAUTRICH
NOTARY PUBLIC WITHIN AND FOR
THE STATE OF CONNECTICUT
MY COMM. EXPIRES FEBRUARY 28, 2002
<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 June 6, 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,
by a Second Amendment to Agreement of Sale and Escrow Agreement ("Second
Amendment") dated as of April 15, 1997, and by a Third Amendment to Agreement
("Third Amendment") dated as of May 1, 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 20, 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 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:
HARBOUR REALTY ADVISORS, INC.
By: /s/ Leonard Cotton
--------------------------------
President
SELLER:
COURTYARDS OF KENDALL LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Balcor Partners-IV, 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/ Michael J. Becker
----------------------------------
ACKNOWLEDGED BY ESCROW AGENT:
CHARTER TITLE COMPANY
By:
----------------------------------
<PAGE>
AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
THIS AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is made and entered into as of the 4th day of June, 1997, among
Continental Realty Advisors, Ltd., a Colorado corporation and Signet Partners,
a Colorado corporation (together, "Purchaser"), Chandler Investors, an Illinois
Limited Partnership ("Seller"), and Near North National Title Corporation
("Escrow Agent").
WITNESSETH:
WHEREAS, Seller and Purchaser are parties to that certain Agreement of
Sale entered into as of May 22, 1997 (the "Agreement"), pursuant to which
Seller agreed to sell to Purchaser, and Purchaser agreed to purchase from
Seller, the "Property" (as defined in the Agreement);
WHEREAS, Seller, Purchaser and Escrow Agent are parties to that certain
Escrow Agreement entered into as of May 22, 1997 (the "Escrow Agreement");
WHEREAS, Seller and Purchaser now desire to amend the Agreement and the
Escrow Agreement pursuant to the terms and provisions set forth herein.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements contained herein, the payment of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller, Purchaser and Escrow Agent hereby agree as
follows:
1. All capitalized terms used in this Amendment, to the extent not
otherwise expressly defined herein, shall have the same meanings ascribed to
such terms in the Agreement or the Escrow Agreement.
2. The first two (2) lines of Paragraph 7.1 of the Agreement are hereby
deleted in their entirety and the following is hereby inserted in lieu thereof:
"7.1 During the period commencing on the date of this Agreement and ending at
5:00 p.m. Chicago time on August 20, 1997 (said period".
3. The first two (2) lines of Paragraph 8 of the Agreement are hereby
deleted in their entirety and the following is hereby inserted in lieu thereof:
"8. CLOSING. The closing of this transaction (the "Closing") shall be on
September 19, 1997 (the "Closing Date"), at the offices of Title Insurer,
Chandler."
4. The third and forth lines of Paragraph 2 of the Escrow Agreement are
hereby deleted in their entirety and the following is hereby inserted in lieu
thereof: ""Acceptance Notice"), on August 20, 1997, Escrow Agent shall
promptly deliver to Purchaser the Earnest Money, together with".
<PAGE>
5. Lines one (1) and two (2) of Paragraph 3 of the Escrow Agreement are
hereby deleted in their entirety and the following is hereby inserted in lieu
thereof: "3. Provided that Escrow Agent has received the Acceptance Notice
pursuant to Paragraph 2 above, on September 19, 1997, or at such other date as
Seller and Purchaser may."
6. Except as amended herein, the terms and conditions of the Agreement
and the Escrow Agreement shall continue in full force and effect and are hereby
ratified in their entirety.
7. This Amendment may be executed in multiple counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same agreement.
8. The parties hereto agree and acknowledge that a facsimile copy of any
party's signature on this Amendment shall be enforceable against such party as
an original. The parties hereto further agree that this Amendment shall be
enforceable by and between the Purchaser and Seller prior to the execution of
this Agreement by Escrow Agent.
Executed as of the date first written above.
PURCHASER:
Continental Realty Advisors, Ltd.,
a Colorado corporation
By: /s/ David W. Snyder
--------------------------------------
Name: David W. Snyder
--------------------------------------
Its: Chairman
--------------------------------------
Signet Partners, a Colorado corporation
By: /s/ Steven J. Weiner
--------------------------------------
Name: Steven J. Weiner
--------------------------------------
Its: Executive Vice President
--------------------------------------
<PAGE>
SELLER:
CHANDLER INVESTOR, 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/ Michael J. Becker
------------------------
Name: Michael J. Becker
------------------------
Its: Managing Director
------------------------
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION
By:
--------------------------------
Name:
--------------------------------
Its:
--------------------------------
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 5088
<SECURITIES> 0
<RECEIVABLES> 227
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5321
<PP&E> 7648
<DEPRECIATION> 3363
<TOTAL-ASSETS> 9626
<CURRENT-LIABILITIES> 332
<BONDS> 5812
0
0
<COMMON> 0
<OTHER-SE> 3482
<TOTAL-LIABILITY-AND-EQUITY> 9626
<SALES> 0
<TOTAL-REVENUES> 19461
<CGS> 0
<TOTAL-COSTS> 1018
<OTHER-EXPENSES> 593
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 791
<INCOME-PRETAX> 17059
<INCOME-TAX> 0
<INCOME-CONTINUING> 17059
<DISCONTINUED> 0
<EXTRAORDINARY> 60
<CHANGES> 0
<NET-INCOME> 17119
<EPS-PRIMARY> 121.05
<EPS-DILUTED> 121.05
</TABLE>
