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 September 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
September 30, 1997 and December 31, 1996
(Unaudited)
ASSETS
1997 1996
--------------- ---------------
Cash and cash equivalents $ 5,164,150 $ 11,154,753
Escrow deposits 5,280 68,590
Accounts and accrued interest receivable 42,408 1,118,147
Prepaid expenses 74,940
Deferred expenses, net of accumulated
amortization of $180,569 in 1997
and $562,860 in 1996 16,411 88,171
--------------- ---------------
5,228,249 12,504,601
--------------- ---------------
Investment in real estate:
Land 1,101,548 3,990,086
Buildings and improvements 6,546,398 28,635,248
--------------- ---------------
7,647,946 32,625,334
Less accumulated depreciation 3,411,982 15,839,007
--------------- ---------------
Investment in real estate, net of
accumulated depreciation 4,235,964 16,786,327
--------------- ---------------
$ 9,464,213 $ 29,290,928
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 77,465 $ 341,315
Due to affiliates 109,320 187,913
Accrued liabilities, principally
real estate taxes 53,406 42,465
Security deposits 56,381 216,248
Mortgage notes payable 5,776,794 25,702,431
Mortgage notes payable - affiliate 336,872
--------------- ---------------
Total liabilities 6,073,366 26,827,244
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<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1997 and December 31, 1996
(Unaudited)
(Continued)
1997 1996
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Commitments and contingencies
Limited Partners' capital (140,000
Interests issued and outstanding) 4,211,855 3,454,964
General Partner's deficit (821,008) (991,280)
--------------- ---------------
Total partners' capital 3,390,847 2,463,684
--------------- ---------------
$ 9,464,213 $ 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 nine months ended September 30, 1997 and 1996
(Unaudited)
1997 1996
--------------- ---------------
Income:
Rental and service $ 2,499,196 $ 16,137,962
Interest on short-term investments 347,807 176,578
Other income 252,462
--------------- ---------------
Total income 3,099,465 16,314,540
--------------- ---------------
Expenses:
Interest on mortgage notes payable 712,529 4,799,068
Interest on short-term loans from
an affiliate 49,045
Lender participation 225,000
Depreciation 350,556 2,195,723
Amortization of deferred expenses 20,224 144,485
Property operating 923,017 6,575,606
Real estate taxes 176,708 1,263,699
Property management fees 122,145 822,026
Administrative 350,810 601,424
--------------- ---------------
Total expenses 2,880,989 16,451,076
--------------- ---------------
Income (loss) before gains on sales of
properties and extraordinary items 218,476 (136,536)
Gains on sales of properties 16,748,978 42,524,676
--------------- ---------------
Income before extraordinary items 16,967,454 42,388,140
--------------- ---------------
Extraordinary items:
Gain on forgiveness of debt 111,245 1,714,747
Debt extinguishment expense (51,536) (960,660)
--------------- ---------------
Total extraordinary items 59,709 754,087
--------------- ---------------
Net income $ 17,027,163 $ 43,142,227
=============== ===============
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1997 and 1996
(Unaudited)
(Continued)
1997 1996
--------------- ---------------
Income before extraordinary items
allocated to General Partner $ 169,675 $ 423,881
=============== ===============
Income before extraordinary items
allocated to Limited Partners $ 16,797,779 $ 41,964,259
=============== ===============
Income before extraordinary items
per Limited Partnership Interest
(140,000 issued and outstanding) $ 119.99 $ 299.75
=============== ===============
Extraordinary items allocated
to General Partner $ 597 $ 7,541
=============== ===============
Extraordinary items allocated
to Limited Partners $ 59,112 $ 746,546
=============== ===============
Extraordinary items per Limited
Partnership Interest (140,000
issued and outstanding) $ 0.42 $ 5.33
=============== ===============
Net income allocated to General Partner $ 170,272 $ 431,422
=============== ===============
Net income allocated to Limited Partners $ 16,856,891 $ 42,710,805
=============== ===============
Net income per Limited Partnership
Interest(140,000 issued and outstanding)$ 120.41 $ 305.08
=============== ===============
Distributions to Limited Partners $ 16,100,000 $ 11,200,000
=============== ===============
Distributions per Limited
Partnership Interest $ 115.00 $ 80.00
=============== ===============
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 September 30, 1997 and 1996
(Unaudited)
1997 1996
--------------- ---------------
Income:
Rental and service $ 451,556 $ 3,611,090
Interest on short-term investments 73,724 118,452
--------------- ---------------
Total income 525,280 3,729,542
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Expenses:
Interest on mortgage notes payable 146,331 1,071,819
Depreciation 49,084 493,967
Amortization of deferred expenses 4,103 34,667
Property operating 158,669 1,776,531
Real estate taxes 18,316 281,881
Property management fees 27,086 193,289
Administrative 75,538 168,875
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Total expenses 479,127 4,021,029
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Income (loss) before (loss) gains on sales
of properties and extraordinary items 46,153 (291,487)
(Loss) gains on sales of properties (137,500) 16,365,824
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(Loss) income before extraordinary items (91,347) 16,074,337
--------------- ---------------
Extraordinary items:
Gain on forgiveness of debt 1,714,747
Debt extinguishment expense (534,366)
---------------
Total extraordinary items 1,180,381
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Net (loss) income $ (91,347) $ 17,254,718
=============== ===============
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1997 and 1996
(Unaudited)
(Continued)
1997 1996
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(Loss) income before extraordinary items
allocated to General Partner $ (913) $ 160,743
=============== ===============
(Loss) income before extraordinary items
allocated to Limited Partners $ (90,434) $ 15,913,594
=============== ===============
(Loss) income before extraordinary items
per Limited Partnership Interest
(140,000 issued and outstanding) $ (0.65) $ 113.67
=============== ===============
Extraordinary items allocated
to General Partner None $ 11,804
=============== ===============
Extraordinary items allocated
to Limited Partners None $ 1,168,577
=============== ===============
Extraordinary items per Limited
Partnership Interest (140,000
issued and outstanding) None $ 8.35
=============== ===============
Net (loss) income allocated to General
Partner $ (913) $ 172,547
=============== ===============
Net (loss) income allocated to Limited
Partners $ (90,434) $ 17,082,171
=============== ===============
Net (loss) income per Limited Partnership
Interest(140,000 issued and outstanding)$ (0.65) $ 122.02
=============== ===============
Distribution to Limited Partners None $ 11,200,000
=============== ===============
Distribution per Limited
Partnership Interest None $ 80.00
=============== ===============
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 nine months ended September 30, 1997 and 1996
(Unaudited)
1997 1996
--------------- ---------------
Operating activities:
Net income $ 17,027,163 $ 43,142,227
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) (1,714,747)
Debt extinguishment expense 51,536 638,821
Gains on sales of properties (16,748,978) (42,524,676)
Depreciation of properties 350,556 2,195,723
Amortization of deferred expenses 20,224 144,485
Net change in:
Escrow deposits 63,310 976,433
Accounts and accrued interest
receivable 1,075,739 (244,339)
Prepaid expenses 74,940 75,774
Accounts payable (263,850) 37,577
Due to affiliates (78,593) 5,156
Accrued liabilities 20,035 (546,089)
Security deposits (159,867) (280,227)
--------------- ---------------
Net cash provided by operating
activities 1,068,508 1,906,118
--------------- ---------------
Investing activities:
Proceeds from sales of properties 29,833,333 63,377,646
Payment of selling costs (884,548) (1,213,536)
--------------- ---------------
Net cash provided by investing
activities 28,948,785 62,164,110
--------------- ---------------
Financing activities:
Distributions to Limited Partners (16,100,000) (11,200,000)
Repayment of loans payable - affiliate (234,721) (6,623,202)
Proceeds from issuance of mortgage note
payable - affiliate 137,654
Repayment of mortgage notes payable (19,472,943) (31,761,649)
Principal payments on mortgage
notes payable (200,232) (840,464)
Release of financing escrows 21,071
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Net cash used in financing activities (36,007,896) (50,266,590)
--------------- ---------------
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1997 and 1996
(Unaudited)
(Continued)
1997 1996
--------------- ---------------
Net change in cash and cash equivalents (5,990,603) 13,803,638
Cash and cash equivalents at beginning
of year 11,154,753 394,701
--------------- ---------------
Cash and cash equivalents at end of
period $ 5,164,150 $ 14,198,339
=============== ===============
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 nine month period ended
September 30, 1996 as a result of 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 as a result of
receiving a refund of these taxes during March 1997. There was no change to
partners' capital as of December 31, 1996 as a result of this restatement.
(b) Several reclassifications have been made to the previously reported 1996
financial statements in order to provide comparability with the 1997
statements. These reclassifications have not changed the 1996 results.
(c) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the nine months
and quarter ended September 30, 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. In addition,
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 and costs stemming from litigation involving the
Partnership including, but not limited to, the lawsuits discussed in Note 8 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 continues to exist or arises, reserves may be held by
the Partnership for a longer period of time.
3. Interest Expense:
During the nine months ended September 30, 1997 and 1996, the Partnership
incurred and paid interest expense on mortgage notes payable to non-affiliates
of $712,529 and $4,666,970, respectively.
4. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
nine months and quarter ended September 30, 1997 are:
<PAGE>
Paid
----------------------
Nine Months Quarter Payable
------------ --------- ----------
Reimbursement of expenses to
the General Partner, at cost $173,774 $31,929 $109,320
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 was 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. In September 1996, the
junior loan outstanding from TBC relating to the Chestnut Ridge - Phase II
Apartments in the amount of $1,714,747, which included accrued interest of
$55,552, was forgiven in connection with the sale of the property. During the
nine months ended September 30, 1996, the Partnership incurred interest expense
on these affiliate loans of $132,098 and paid interest expense of $111,865.
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 nine months ended September 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.
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 $517,375 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 $6,901,941
from the sale of this property. The Partnership has adjusted the previously
<PAGE>
reported gain on sale of this property, and the related selling costs as a
result of an additional brokerage commission of $137,500 paid to an
unaffiliated party during the third quarter of 1997.
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. Other Income:
In connection with the 1997 sale of Somerset Pointe Apartments, 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
loan for financial statement purposes.
8. Contingencies:
(a) The Briarwood Place Apartments is located in the path of a planned
expansion of a road which is adjacent to the property. If the current plans are
approved, approximately 68 of the complex's 268 units would be condemned by the
Arizona Department of Transportation. The Partnership has entered into a
contract to sell this property for a sale price of $9,800,000. The purchaser is
purchasing the property subject to the condemnation proceedings. Any
condemnation award will be paid to the purchaser. The purchaser has deposited
$100,000 in non-refundable earnest money and the closing of the sale is
scheduled for December 16, 1997.
(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.
9. Subsequent Event:
In October 1997, the Partnership paid $1,400,000 ($10.00 per Interest) to the
holders of Limited Partnership Interests, representing a special distribution
of Net Cash Proceeds from the sale of the Courtyards of Kendall Apartments in
June 1997.
<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 seven properties
during the nine months ended September 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 nine months ended September 30, 1997 as compared to the same period in
1996. The Partnership did not recognize any gains on sales during the third
quarter of 1997 and recognized gains on the sales of three properties during
the same period in 1996. This was the primary reason for the recognition of a
net loss for the quarter ended September 30, 1997 as compared to net income
during the same period 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 nine months and quarters ended September 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
<PAGE>
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.
Due to higher average cash balances resulting from the investment of the
proceeds from the 1997 sales of the Somerset Pointe and Courtyards of Kendall
apartment complexes prior to distribution to Limited Partners, interest income
on short-term investments increased during the nine months ended September 30,
1997 as compared to the same period in 1996. However, higher average cash
balances due to proceeds received during the second and third quarters of 1996
in connection with the sales of Canyon Sands, Ridgetree - Phase I, Sunnyoak
Village and Creekwood - Phase I apartment complexes prior to distribution to
Limited Partners, resulted in a decrease in interest income on short-term
investments for the quarter ended September 30, 1997 as compared to the same
period in 1996.
In connection with the 1997 sale of Somerset Pointe Apartments, 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
loan for financial statement purposes.
Due to the repayment of the short-term loans 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 its 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 nine months ended September 30, 1997 and sold the Antlers,
Canyon Sands, Chestnut Ridge - Phase II, Chimney Ridge, Creekwood - Phase I,
Ridgetree - Phase I and Sunnyoak Village apartment complexes during the same
period in 1996. The Partnership recognized gains of $16,748,978 and
$42,524,676 in connection with the property sales during 1997 and 1996,
respectively. The previously reported gain and selling costs relating to the
June 1997 sale of the Courtyards of Kendall Apartments were adjusted as a
result of an additional brokerage commission paid to an unaffiliated party
during the third quarter of 1997. As a result, the Partnership recognized a
loss on sale of $137,500 during the quarter ended September 30, 1997 as
compared to gains of $16,365,824 during the same period 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
<PAGE>
interest of $9,094. The Partnership recognized the discount as an extraordinary
gain on forgiveness of debt during 1997 for financial statement purposes. In
addition, in connection with the sale of the Chestnut Ridge - Phase II
Apartments, the junior loan outstanding from an affiliate of the General
Partner, which had an outstanding balance of $1,714,747, including accrued
interest of $55,552, was forgiven which resulted in an extraordinary gain on
forgiveness of debt during 1996 for financial statement purposes.
In connection with the sales of the Somerset Pointe Apartments in 1997 and the
Antlers, Canyon Sands, Chestnut Ridge - Phase II, Chimney Ridge, Creekwood -
Phase I, Ridgetree - Phase I and Sunnyoak Village apartment complexes in 1996,
the Partnership wrote-off the remaining unamortized deferred financing fees in
the amounts of $51,536 and $638,821, respectively. In addition, in connection
with the sales of the Chestnut Ridge - Phase II and the Creekwood - Phase I
apartment complexes in 1996, the Partnership paid $321,839 of loan prepayment
penalties. These amounts were recognized as extraordinary items and classified
as debt extinguishment expense for financial statement purposes.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $5,991,000 as
of September 30, 1997 when compared to December 31, 1996 primarily due to the
payment of special distributions to Limited Partners in January and April 1997
from the net proceeds of the 1996 and 1997 property sales. This decrease was
partially offset by the net proceeds received from the sales of Somerset Pointe
and Courtyards of Kendall apartment complexes during January and June 1997,
respectively. Cash flow of approximately $1,069,000 was provided by the
Partnership's 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. Investing activities consisted of the
proceeds from the two property sales during 1997 of approximately $28,949,000.
Financing activities 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 $200,000 and the repayment of the
affiliate loan of approximately $235,000. In October 1997, the Partnership made
a special distribution of $1,400,000 to Limited Partners consisting primarily
of available proceeds received in connection with the sale of Courtyards of
Kendall Apartments.
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. 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,
nine of which generated positive cash flow in 1996 prior to their sales. The
Ridgetree - Phase I Apartments, which was sold in June 1996, generated a
marginal deficit prior to its sale in 1996. The Somerset Pointe Apartments,
which was sold in January 1997, generated positive cash flow in 1996 and a
<PAGE>
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 September 30, 1997, the occupancy rate of the Briarwood Place
Apartments was 93%.
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 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 sale price is $9,800,000. 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 and costs stemming from
litigation involving the Partnership including, but not limited to, the
lawsuits discussed in Note 8 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 continues to exist or
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 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 $517,375 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 available proceeds were 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 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.
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.
<PAGE>
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.
In October 1997, the Partnership paid $1,400,000 ($10.00 per Interest) to the
holders of Limited Partnership Interests representing a special distribution of
Net Cash Proceeds from the sale of the Courtyards of Kendall Apartments. To
date, including the October 1997 distribution, Limited Partners have received
cash distributions totaling $285.00 per $1,000 Interest. Of this amount, $4.00
represents Cash Flow from operations and $281.00 represents a return of
Original Capital. A future distribution is expected to be made from proceeds
received in connection with the sale of the Partnership's remaining property,
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
Briarwood Place Apartments, Chandler, Arizona, for a sale price of $10,800,000
to two unaffiliated parties, Continental Realty Advisors, Ltd., a Colorado
corporation, and Signet Partners, a Colorado corporation (together, the
"Purchaser"). The Partnership and the Purchaser have agreed to reduce the sale
price to $9,800,000. In addition, the closing of the sale has been extended to
December 16, 1997.
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
Current 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 Registrant's Current 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 Registrant's
Current Report on Form 8-K dated May 31, 1996, is incorporated herein by
reference.
(iii) Master Amendment and Agreement #2 dated May 22, 1996 relating to the sale
of the Canyon Sands Apartments, Phoenix, Arizona and Ridgetree Apartments,
Phase I, Dallas, Texas previously filed as Exhibit (2)(a)(ii) to the
Registrant's Current Report on Form 8-K dated May 31, 1996, is incorporated
herein by reference.
(b)(i) Agreement of Sale and attachments thereto relating to the sale of
Ridgetree Apartments, Phase I, Dallas, Texas previously filed as Exhibit (2)(c)
to the Registrant's Current Report on Form 8-K dated April 23, 1996, are
incorporated herein by reference.
<PAGE>
(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 Registrant's Current 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 Registrant's
Current Report on Form 8-K dated April 2, 1996, is incorporated herein by
reference.
(ii) Letter Agreements dated March 29, 1996, May 2, 1996 and May 3, 1996,
respectively, amending the Agreement of Sale relating to Antlers Apartments,
Jacksonville, Florida previously filed as Exhibit 10(vi) to the Registrant's
Current 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 Registrant's Current 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
Registrant's Current 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 Registrant's Current 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 Registrant's Current 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 Current 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 Registrant's Current 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 Registrant's Current Report on Form 8-K dated October 18,
1996, is incorporated herein by reference.
<PAGE>
(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 Registrant's Current 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 Registrant's Current 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 Current 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 Current Report on Form 10-Q
dated March 31, 1997, is incorporated herein by reference.
(vi) Forbearance Agreement relating to the sale of the Courtyards of Kendall
Apartments, Dade County, Florida, previously filed as Exhibit (10(i)(vi) to the
Registrant's Current Report on Form 10-Q dated June 30, 1997, is incorporated
herein by reference.
(vii) Fourth 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)(vii) to the Registrant's Current Report on
Form 10-Q dated June 30, 1997, is incorporated herein by reference.
(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 Current 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, previously filed as
Exhibit (10)(j)(ii) to the Registrant's Current Report on Form 10-Q dated June
30, 1997, is incorporated herein by reference.
(iii) Second Amendment to Agreement of Sale and Escrow Agreement relating to
the sale of the Briarwood Place Apartments, Chandler, Arizona, is attached
hereto.
<PAGE>
(iv) Third Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the Briarwood Place Apartments, Chandler, Arizona, is attached hereto.
(v) Fourth Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the Briarwood Place Apartments, Chandler, Arizona, is attached hereto.
(vi) Fifth Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the Briarwood Place Apartments, Chandler, Arizona, is attached hereto.
(vii) Sixth Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the Briarwood Place Apartments, Chandler, Arizona, is attached hereto.
(viii) Letter Agreement dated November 6, 1997 relating to the sale of the
Briarwood Place Apartments, Chandler, Arizona, is attached hereto.
(ix) Letter Agreement dated November 7, 1997 relating to the sale of the
Briarwood Place Apartments, Chandler, Arizona, is attached hereto.
(27) Financial Data Schedule of the Registrant for the nine months ending
September 30, 1997, is attached hereto.
(b) Reports on Form 8-K: No Reports on Form 8-K were filed during the quarter
ended September 30, 1997.
<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: November 13, 1997
----------------------------
<PAGE>
SECOND AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
THIS SECOND AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is made and entered into as of the 20th day of August, 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 (as heretofore amended, 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 (as heretofore amended, 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 extend not
otherwise expressly defined herein, shall have the same meanings ascribed to
such terms in the Agreement or the Escrow Agreement.
2. The second line of Paragraph 1 of the Agreement is hereby deleted in
its entirety and the following is hereby inserted in lieu thereof: "price of
Nine Million Eight Hundred Thousand and No/100 Dollars ($9,800,000.00) (the ".
3. 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 October 1, 1997 (said period".
4. 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
October 30, 1997 (the "Closing Date"), at the offices of Title Insurer,
Chandler,".
5. The third and fourth 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 October 1, 1997, Escrow Agent shall
promptly deliver to Purchaser the Earnest Money, together with".<PAGE>
6. 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, October 30, 1997, or at such other date as
Seller and Purchaser may,".
7. 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.
8. 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.
9. 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:
---------------
Name:
Its:
Signet Partners, a Colorado corporation
By: /s/ Steven M. Cohen
-------------------------------
Name: Steven M. Cohen
Its: President
SELLER:
CHANDLER INVESTORS, 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
<PAGE>
By: /s/ Michael J. Becker
--------------------------------
Name: Michael J. Becker
Its: Managing Director
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION
By: /s/ Michael Bench
-----------------------------
Name: Michael Bench
Its: Escrow Officer
<PAGE>
THIRD AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
This Third Amendment to Agreement of Sale and Escrow Agreement (the
"Amendment") is made and entered into as of the 9th day of September, 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 (as heretofore amended, 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 (as heretofore amended, the
"Escrow Agreement");
WHEREAS, the Agreement and the Escrow Agreement have previously been
amended by instruments dated and entered into as of June 4, 1997 and August 20,
1997;
WHEREAS, Seller and Purchaser now desire to further amend the Agreement
and the Escrow Agreement pursuant to the terms and provision 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) 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. Immediately following paragraph 7.1 of the Agreement, there shall be
added an additional paragraph numbered paragraph 7.1A, which shall state as
follows:
"7.1A Purchaser shall have the right, at Purchaser's discretion, to
terminate this Agreement if it shall not have obtained a written loan
commitment or commitments in amounts and on terms and conditions
acceptable to Purchaser prior to 5:00 P.M. Chicago time, October 20, 1997.
If Purchaser is able to obtain satisfactory loan commitments it shall give
Seller and Escrow Agent written notice that Purchaser has elected not to
exercise its termination rights hereunder. If such written notice is not
received by Seller pursuant to this Paragraph 7.1A prior to 5:00 P.M.
Chicago time, October 20, 1997, then Purchaser shall be deemed to have
elected to terminate this Agreement, in which case the Earnest Money
deposited by Purchaser shall be immediately paid to
<PAGE>
Purchaser, together with any interest earned thereon, and neither
Purchaser nor Seller shall have any right, obligation or liability under
this Agreement, except for Purchaser's obligation to indemnify Seller and
restore the Property as more fully set forth in Paragraph 7.1.
3. Lines 8 through 10 of paragraph 7.5 of the Agreement are hereby
deleted in their entirety and the following is hereby inserted in lieu thereof:
"purchasing the Property subject to the Condemnation Action, and Seller
acknowledges that Purchaser shall be entitled to all proceeds of any
award, settlement or payment with respect to the Condemnation Action if
the Closing (defined below) should occur. Notwithstanding anything
contained herein to the contrary, the terms of this Paragraph 7.5 shall
survive the Closing and the delivery of the Deed and termination of this
Agreement."
4. The first two (2) lines of paragraph 8 of the Agreement as previously
amended 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 November 19, 1997 (the "Closing Date"), at the offices of Title
Insurer, Chandler,".
5. Paragraph 2 of the Escrow Agreement as previously amended is hereby
deleted in its entirety and replaced with the following:
2. Unless Escrow Agent has received written notice from Purchaser that
Purchaser has elected not it exercise its termination rights pursuant to
paragraph 7.1 of the Agreement (the "Paragraph 7.1 Acceptance Notice") on
October 1, 1997, and unless Escrow Agent has received written notice from
Purchaser that Purchaser has elected not to exercise its termination
rights pursuant to paragraph 7.1A of the Agreement (the "Paragraph 7.1A
Acceptance Notice") on October 20, 1997, then the Escrow Agent shall
promptly deliver to Purchaser the Earnest Money, together with all
interest earnest thereon, and this Escrow Agreement shall be null and
void.
6. Lines 1 and 2 of Paragraph 3 of the Escrow Agreement as previously
amended are hereby deleted in their entirety and the following is hereby
inserted in lieu thereof:
"3. Provided that Escrow Agent has received both the Paragraph 7.1
Acceptance Notice and the Paragraph 7.1A Acceptance Notice pursuant to
paragraph 2 above, on November 19, 1997, or at such other date as Seller
and Purchaser may,"
7. 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.
8. 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.
<PAGE>
9. 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 Weiner
-------------------------------
Name: Steven Weiner
Its: Exec. Vice President
SELLER:
CHANDLER INVESTORS, an Illinois limited partnership
By: BALCOR PARTNERS-XV, an Illinois 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>
FOURTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
This Fourth Amendment to Agreement of Sale and Escrow Agreement (the
"Amendment") is made and entered into as of the --- day of September, 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 (as heretofore amended, 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 (as heretofore amended, the
"Escrow Agreement");
WHEREAS, the Agreement and the Escrow Agreement have previously been
amended by instruments dated and entered into as of June 4, 1997, August 20,
1997 and September 9, 1997;
WHEREAS, Seller and Purchaser now desire to further amend the Agreement
and the Escrow Agreement pursuant to the terms and provision 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) 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 three lines of paragraph 7.1 of the Agreement (as previously
amended by the agreements dated June 4, 1997, August 20, 1997 and September 9,
1997(, are hereby deleted and replaced with the following language:
"7.1 As used in this Agreement the term "Inspection Period" shall mean a
period of time beginning on the date of this Agreement and ending: (a) as
to all matters and conditions other than Purchaser's review of and
satisfaction with the Existing Survey, the Updated Survey and the Title
Commitment (whether in its current condition or as updated) -- October 1,
1997; and (b) as to Purchaser's review of and satisfaction with the
Existing Survey, the Updated Survey and the Title Commitment (whether in
its current condition or as updated )--October 20, 1997. Purchaser and
the agent, engineers"..
3. Paragraph 2 of the Escrow Agreement as previously amended is hereby
deleted in its entirety and replaced with the following:
<PAGE>
2. Unless Escrow Agent has received written notice from Purchaser that
Purchaser has elected not to exercise its termination rights pursuant to
paragraph 7.1 (a) of the Agreement (the "Paragraph 7.1 (a) Acceptance
Notice") on October 1, 1997, and unless Escrow Agent has received written
notice from Purchaser that Purchaser has elected not to exercise its
termination rights pursuant to paragraph 7.1(b) of the Agreement (the
"Paragraph 7.1(b) Acceptance Notice") on October 20, 1997, and Escrow
Agent has received written notice from Purchaser that Purchaser has
elected not to exercise its termination rights pursuant to paragraph 7.1A
of the Agreement (the "Financing Acceptance Notice") on October 20, 1997,
then the Escrow Agent shall promptly deliver to Purchaser the Earnest
Money, together with all interest earnest thereon, and this Escrow
Agreement shall be null and void.
4. Lines 1 and 2 of paragraph 3 of the Escrow Agreement as previously
amended are hereby deleted in their entirety and the following is hereby
inserted in lieu thereof:
"3. Provided that Escrow Agent has received both the Paragraph 7.1(a)
Acceptance Notice, the Paragraph 7.1(b) Acceptance Notice, and the
Financing Acceptance Notice, pursuant to paragraph 2 above, on November
19, 1997, or at such other date as Seller and Purchaser may,"
5. 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.
6. 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.
7. 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: Exec. Vice President
<PAGE>
SELLER:
CHANDLER INVESTORS, an Illinois limited partnership
By: BALCOR PARTNERS-XV, an Illinois 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/ Beth Goldstein
--------------------------------
Name: Beth Goldstein
Its: Authorized Representative
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION
By: /s/ Cindy M. O'Donohue
-----------------------------
Name: Cindy M. O'Donohue
Its: EVP
<PAGE>
FIFTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
This Fifth Amendment to Agreement of Sale and Escrow Agreement (the
"Amendment") is made and entered into as of the 17th day of October, 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 (as heretofore amended, 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 (as heretofore amended, the
"Escrow Agreement");
WHEREAS, the Agreement and the Escrow Agreement have previously been
amended by instruments dated and entered into as of June 4, 1997, August 20,
1997, September 9, 1997, and September 30, 1997;
WHEREAS, Seller and Purchaser now desire to further amend the Agreement
and the Escrow Agreement pursuant to the terms and provision 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) 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 three lines of paragraph 7.1 of the Agreement (as previously
amended by the September 30, 1997 Fourth Amendment to Agreement of Sale and
Escrow Agreement), are hereby deleted and replaced with the following language:
"7.1 As used in this Agreement the term "Inspection Period" shall mean a
period of time beginning on the date of this Agreement and ending: (a) as
to all matters and conditions other than Purchaser's review of and
satisfaction with the Existing Survey, the Updated Survey and the Title
Commitment (whether in its current condition or as updated) -- October 1,
1997; and (b) as to Purchaser's review of and satisfaction with the
Existing Survey, the Updated Survey and the Title Commitment (whether in
its current condition or as updated )--October 24, 1997. Purchaser and
the agent, engineers"..
3. Paragraph 7.1A of the Agreement (as adopted the parties and set forth
in the September 9, 1997 Third Amendment to Agreement of Sale and Escrow
<PAGE>
Agreement) is hearby deleted and replaced with the following landuage:
"7.1A Purchaser shall have the right, at Purchaser's discretion, to
terminate this Agreement if it shall not have obtained a written loan
commitment or commitments in amounts and on terms and conditions
acceptable to Purchase prior to 5:00 P.M. Chicago time, October 24, 1997.
If purchaser is able to obtain satisfactory loan commitments it shall give
Seller and Escrow Agent written notice that Purchase has elected not to
exercise its termination rights hereunder. If such written notice is not
received by Seller pursuant to this Paragraph 7.1A prior to 5:00 P.M.
Chicago time, October 24, 1997, then Purchaser shall be deemed to have
elected to terminate this Agreement, in which case the Earnest Money
deposited by Purchaser shall be immediately paid to Purchaser, together
with an interest earnest thereon, and neither Purchaser nor Seller shall
have any right, obligation or liability under this Agreement, except for
Purchaser's obligation to indemnify Seller and restore the Property as
more fully set forth in Paragraph 7.1
4. Paragraph 2 of the Escrow Agreement (as set forth in the September 30,
1997 Fourth Amendment to Agreement of Sale and Escrow Agreement ) is hereby
deleted in its entirety and replaced with the following:
2. Unless Escrow Agent has received written notice from Purchaser that
Purchaser has elected not to exercise its termination rights pursuant to
paragraph 7.1(a) of the Agreement (the "Paragraph 7.1(a) Acceptance
Notice") on October 1, 1997, and Escrow Agent has received written notice
from Purchaser that Purchaser has elected not to exercise its termination
rights pursuant to paragraph 7.1(b) of the Agreement (the "Paragraph
7.1(b) Acceptance Notice") on October 24, 1997, and unless Escrow Agent
has received written notice from Purchaser that Purchaser has elected not
to exercise its termination rights pursuant to paragraph 7.1A of the
Agreement (the "Financing Acceptance Notice") on October 24, 1997, then
the Escrow Agent shall promptly deliver to Purchaser the Earnest Money,
together with all interest earned thereon, and this Escrow Agreement shall
be null and void.
5. 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.
6. 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.
7. 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.
<PAGE>
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:
-------------------------------
Name:
Its:
SELLER:
CHANDLER INVESTORS, an Illinois limited partnership
By: BALCOR PARTNERS-XV, an Illinois 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/Beth Goldstein
--------------------------------
Name: Beth Goldstein
Its: Authorized Representative
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION
By:
-----------------------------
Name:
Its:
<PAGE>
SIXTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
This Sixth Amendment to Agreement of Sale and Escrow Agreement (the
"Amendment") is made and entered into as of the 24th day of October, 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 (as heretofore amended, 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 (as heretofore amended, the
"Escrow Agreement");
WHEREAS, the Agreement and the Escrow Agreement have previously been
amended by instruments dated and entered into as of June 4, 1997, August 20,
1997, September 9, 1997, September 30, 1997 and October 17, 1997;
WHEREAS, Seller and Purchaser now desire to further amend the Agreement
and the Escrow Agreement pursuant to the terms and provision 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) 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. Paragraph 7.1A of the Agreement (as most recently modified by the
October 17, 1997 Fifth Amendment to Agreement of Sale and Escrow Agreement ) is
hereby deleted and replaced with the following language:
"7.1A Purchaser shall have the right, at Purchaser's discretion, to
terminate this Agreement if it shall not have obtained a written loan
commitment or commitments in amounts and on terms and conditions
acceptable to Purchase prior to 5:00 P.M. Chicago time, November 6, 1997.
If Purchaser is able to obtain satisfactory loan commitments it shall give
Seller and Escrow Agent written notice that Purchaser has elected not to
exercise its termination rights hereunder. If such written notice is not
received by Seller pursuant to this Paragraph 7.1A prior to 5:00 P.M.
Chicago time, November 6, 1997, then Purchaser shall be deemed to have
elected to terminate this Agreement, in which case the Earnest Money
<PAGE>
deposited by Purchaser shall be immediately paid to Purchaser, together
with any interest earned thereon, and neither Purchaser nor Seller shall
have any right, obligation or liability under this Agreement, except for
Purchaser's obligation to indemnify Seller and restore the Property as
more fully set forth in Paragraph 7.1.
3. The first two lines of Paragraph 8 of the Agreement (as most recently
modified on September 9, 1997 by the Third Amendment) are hereby deleted and
replaced with the following:
8. CLOSING. The closing of this transaction (the "Closing") shall be on
November 20, 1997 at the offices of the Title Insurer, Chandler...
4. Paragraph 2 of the Escrow Agreement (as most recently modified by the
October 17, 1997 Fifth Amendment to Agreement of Sale and Escrow Agreement ) is
hereby deleted in its entirety and replaced with the following:
2. Unless Escrow Agent has received written notice from Purchaser that
Purchaser has elected not to exercise its termination rights pursuant to
paragraph 7.1(a) of the Agreement (the "Paragraph 7.1(a) Acceptance
Notice") on October 1, 1997, and Escrow Agent has received written notice
from Purchaser that Purchaser has elected not to exercise its termination
rights pursuant to paragraph 7.1(b) of the Agreement (the "Paragraph
7.1(b) Acceptance Notice") on October 24, 1997, and unless Escrow Agent
has received written notice from Purchaser that Purchaser has elected not
to exercise its termination rights pursuant to paragraph 7.1A of the
Agreement (the "Financing Acceptance Notice") on November 6, 1997, then
the Escrow Agent shall promptly deliver to Purchaser the Earnest Money,
together with all interest earned thereon, and this Escrow Agreement shall
be null and void.
5. The first two lines of Paragraph 3 of the Escrow Agreement (as most
recently modified on September 30, 1997 by the Fourth Amendment) are hereby
deleted and replaced with the following:
3. Provided that Escrow Agent has received the Paragraph 7.1(a)
Acceptance Notice, the Paragraph 7.1(b) Acceptance Notice, and the
Financing Acceptance Notice pursuant to Paragraph 2 above, then on
November 20, 1997, or on 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.
<PAGE>
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 Weiner
-------------------------------
Name: Steven Weiner
Its: Executive Vice President
SELLER:
CHANDLER INVESTORS, an Illinois limited partnership
By: BALCOR PARTNERS-XV, an Illinois 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/ Beth Goldstein
--------------------------------
Name: Beth Goldstein
Its: Authorized Representative
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION
By:
-----------------------------
Name:
Its:
<PAGE>
CONTINENTAL REALTY ADVISORS, LTD.
3801 EAST FLORIDA AVENUE
SUITE 400
DENVER, CO 80210
TELEPHONE (303) 691-2941
FACSIMILE (303) 691-6018
November 6, 1997
Chandler Investors, an Illinois limited partnership
c/o The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road
Suite A-200
Bannockburn, IL 60015
Ladies and Gentlemen:
This letter pertains to, and is intended to constitute an amendment of,
the Agreement of Sale (the "Agreement") entered into as of May 22, 1997 between
Continental Realty Advisors, Ltd., a Colorado limited partnership Signet
Partners, a Colorado corporation (collectively referred to as "Purchaser") and
Chandler Investors, an Illinois limited partnership ("Seller"). By prior
instruments, the most recent of which is entitled the "Sixth Amendment to
Agreement Of Sale and Escrow Agreement", Purchaser and Seller have amended the
Agreement. Pursuant to the Sixth Amendment, certain deadlines for performance
or satisfaction of conditions were extended. One of those deadlines was for
the satisfaction or waiver of the Purchaser's financing contingency. That
provision is set forth in paragraph two of the Sixth Amendment, and it pertains
to paragraph 7.1A of the Agreement. The current deadline for satisfaction or
waiver of the Purchaser's financing contingency is 5:00 p.m. Chicago time,
November 6, 1997. By our mutual signing of this letter, it is agreed that the
deadline for satisfaction or waiver of the financing contingency is hereby
extended for one day, to 5:00 p.m. Chicago time, November 7, 1997.
In all other respects the Agreement, as previously amended by the First
through Sixth Amendments to Agreement of Sale and Escrow Agreement, shall
remain unchanged, and in full force and effect.
Kindly acknowledge your assent to these provisions by signing a copy of
this letter at the space provided below, and returning it to me by facsimile
transmission at the facsimile number indicated above. I will then forward a
copy of the Escrow Agent to advise it of the amendment hereby enacted.
Very truly yours,
PURCHASER:
CONTINENTAL REALTY ADVISORS, LTD.
By: /s/ David W. Snyder, President
----------------------------
David W. Snyder, President
<PAGE>
SELLER:
Chandler Investors, LLP
By: /s/ Michael J. Becker
--------------------
Michael J. Becker
Managing Director
ACKNOWLEDGED:
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION
By:
-------------------------------
<PAGE>
CONTINENTAL REALTY ADVISORS, LTD.
3801 EAST FLORIDA AVENUE
SUITE 400
DENVER, CO 80210
TELEPHONE (303) 691-2941
FACSIMILE (303) 691-6018
November 7, 1997
Chandler Investors
c/o The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road
Suite A-200
Bannockburn, IL 60015
Attn.: Ilona Adams
Via facsimile to (847) 317-4462
Dear Ms. Adams:
This letter pertains to the Agreement of Sale dated May 22, 1997 between
Chandler Investors ('Seller") and Continental Realty Advisors, Ltd. and Signet
Partners ("Purchaser"), as amended by Amendments dated June 4, 1997, August 20,
1997, September 9, 1997, September 30, 1997, October 17, 1997, October 23,
1997, and November 6, 1997 (the "Agreement").
Purchaser hereby gives you notice that we elect not to exercise our
termination rights by reason of the financing condition set forth in paragraph
7.1A of the Agreement. Our election not to terminate, however, is subject to
Seller's consent to amend the Agreement as provided in the following paragraph.
Purchaser and Seller agree to amend the Agreement by extending the date
for closing from November 20, 1997 to December 16, 1997. In all other respects
the Agreement, as previously amended, shall remain in full force and effect.
Kindly acknowledge your assent to these provisions by signing a copy of
this letter at the space provided below, and returning it to me by facsimile
transmission at the facsimile number indicated above. I will then forward a
copy to the Escrow Agent to advise it of the amendment hereby enacted, and of
Purchaser's election not to terminate the Agreement.
Sincerely,
Continental Realty Advisors, Ltd.
/s/ David W. Snyder, President
cc: James Mendelson, The Balcor Company
Daniel J. Perlman, Esq.
<PAGE>
Extension of Closing Date to December 16, 1997
Accepted:
Chandler Investors
By /s/ Michael J. Becker
-------------------
Michael J. Becker
Managing Director
ACKNOWLEDGED:
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION
By:
--------------------------------
<PAGE>
<TABLE> <S> <C>
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 5164
<SECURITIES> 0
<RECEIVABLES> 42
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5212
<PP&E> 7648
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0
0
<COMMON> 0
<OTHER-SE> 3391
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