<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1995
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR (15d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from None to None
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Commission file number 0-13219
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BOETTCHER PENSION INVESTORS, LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
COLORADO 84-0948497
- ---------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
77 West Wacker Drive, Chicago, Illinois 60601
- ---------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 574-6000
----------------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class which registered on
- ------------------- -----------------------
None None
- ------------------- -----------------------
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
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. X Yes No
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<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PART 1
------
Page
<S> <C>
----
Item 1. Business 3
Item 2. Properties 6
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Holders of Limited Partnership Interests 8
PART II
-------
Item 5. Market for the Registrant's Limited Partnership Interests and Related Limited Partner Matters 8
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 11
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 30
PART III
--------
Item 10. Directors and Executive Officers of the Registrant 30
Item 11. Executive Compensation 32
Item 12. Security Ownership of Certain Beneficial Owners and Management 32
Item 13. Certain Relationships and Related Transactions 33
PART IV
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 34
SIGNATURES 40
</TABLE>
2
<PAGE> 3
PART I
Item 1. BUSINESS
General
Boettcher Pension Investors Ltd. (the "Partnership") was
organized in May 1984 as a limited partnership under the Colorado Uniform
Limited Partnership Act. The Partnership's primary business has been to invest
in improved and unimproved real property on an unleveraged basis and to
purchase or originate participating mortgage loans and land lease investments.
At October 31, 1995, the Partnership owned and operated two shopping centers
located in Utah ("Parkway Village") and Arizona ("Lindsay-Main Plaza")
(collectively, the "Properties"), both of which have been recorded by the
Partnership as properties held for sale as more fully discussed in Note 6 to
the Financial Statements as contained in Item 8 of this report. The
Partnership intends to continue to operate the Properties with a view towards
disposing of the Properties as soon as market conditions dictate and buyers of
the Properties are available. The Properties are more fully described in Item
2 of this report.
The General Partners of the Partnership are Boettcher
Affiliated Investors L.P. and Boettcher 1984 Associates, Ltd. (the "General
Partners"), both Colorado limited partnerships. The Managing General Partner
of the Partnership is Boettcher Affiliated Investors L.P. ("BAILP" or the
"Managing General Partner") and the Associate General Partner of the
Partnership is Boettcher 1984 Associates, Ltd. (the "Associate General
Partner"). The general partner of both the Managing General Partner and the
Associate General Partner is Boettcher Properties, Ltd. ("BPL"). With limited
exceptions, the General Partners have exclusive control over the business of
the Partnership, which powers are exercised only by the Managing General
Partner.
As of October 31, 1995, the Partnership did not directly
employ any individuals; it is, however, a party to a Management Agreement with
the Managing General Partner. Under the terms of the Management Agreement, the
Managing General Partner is responsible for the day-to-day operations of the
Partnership and operating and managing its investments. All regular employees
rendering service on behalf of the Partnership are employees of BPL or its
affiliates. The real estate assets are owned directly by the Partnership and
are managed by independent, third-party property managers who perform daily
property management services.
For the fiscal year ended October 31, 1995, gross rents
generated by the Properties, including reimbursements by tenants of property
operating expenses, represented 99% of total Partnership revenue. Monthly
rental income is derived from tenant leases at the Properties. Lease terms for
the Properties vary from one year to five years for most tenants, and to
twenty-five years for major anchor tenants. The majority of these commercial
leases permit the pass through by the owner of taxes, insurance and common area
operating costs to the tenants.
3
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Competition
The Partnership faces active competition in all aspects of its
business. In its operating stage, the Partnership competes with entities which
own properties similar in type to those owned by the Partnership. The ability
of the Partnership to compete with these entities depends on many factors,
including the location, size, condition of its facilities and the availability
of similar facilities. When comparable space is available in a general
location, the Partnership competes through rental rates and lease terms, among
other variables. Now that the Properties are held for sale, the Partnership is
competing with other income-producing properties for prospective purchasers.
While no statistical information is currently available to delineate the
Partnership's competitive position, many of its competitors are believed to
have assets and revenues greater than those of the Partnership.
Cash Reserves
The Partnership is required under its Partnership Agreement to
maintain cash reserves of not less than 2% of aggregate capital contributions
from limited partners for normal repairs, replacements, working capital and
other contingencies. As of October 31, 1995, the Partnership had cash reserves
of $515,751, while the required minimum amount was $214,340. The Partnership
intends to apply cash flow generated from Partnership operations in fiscal 1996
to maintain sufficient cash reserves, as determined by the Managing General
Partner. Thereafter, the Partnership intends to pay amounts payable to the
Managing General Partner and then to distribute to limited partners operating
cash flow determined by the Managing General Partner to be in excess of amounts
required to fund anticipated liabilities of the Partnership.
The Managing General Partner is attempting to sell the
Properties and liquidate the Partnership in fiscal 1996. However, there can be
no assurances that the Partnership will sell the Properties in 1996. The
ability of the Partnership to sell Parkway Village Shopping Center may be
adversely effected by the existence and remediation of the dry cleaning
solution contamination at the property, more fully described in Note 2 to the
Financial Statements as contained in Item 8 of this report. The Managing
General Partner believes that the sales, if consummated, will provide net
proceeds to the Partnership after the payment of sales costs, closing costs and
the mortgage payable related to Parkway Village; however, the sales
transactions may include both cash at closing and deferred payments to the
Partnership. The Partnership intends to apply net sales proceeds to maintain
sufficient cash reserves, as determined by the Managing General Partner.
Thereafter, the Partnership intends to pay amounts payable to the Managing
General Partner and then to make distributions to limited partners. The
Partnership has entered into listing agreements with unrelated real estate
brokerage firms to act as exclusive selling agents for the Properties. The
Partnership has recorded these investments as properties held for sale at
October 31, 1995.
Other Factors
4
<PAGE> 5
Seasonal weather conditions do not have a material impact on
the operations of the Properties, although the usage of water, gas and
electricity and the attendant expense may vary according to the particular
season and geographic location.
Federal, state and local laws and regulations, which have been
enacted or adopted regulating the discharge of materials into the environment
or otherwise relating to the protection of the environment, do not presently
have a material effect on the operations of any of the Properties nor on the
capital expenditures, earnings or competitive position of the Partnership, and
no material effect is anticipated in the future.
Other federal, state and local laws and regulations, including
requirements of the Americans with Disabilities Act, may require that the
Partnership incur capital expenditures to ensure compliance. At this time, it
is not anticipated that these capital expenditures will materially affect the
Partnership's cash flows.
The business of the Partnership to date has involved only one
industry segment; accordingly, all information required by Item 101(b) of
Regulation S-K is included in the Financial Statements as contained in Item 8
of this report. The Partnership has no foreign operations.
5
<PAGE> 6
Item 2. PROPERTIES
At October 31, 1995, the Partnership owned and operated two
shopping centers, both of which are being held for sale, as more fully
described below:
Name and Location General Character of Property
- ------------------ ------------------------------
Parkway Village 4-building shopping center
2255 N. University Parkway containing approximately
Provo, Utah 102,000 square feet of
net rentable area on
approximately 10.05 acres of
land.
Lindsay-Main Plaza 1-building shopping center
150 North Lindsay containing approximately
Mesa, Arizona 37,000 square feet of
net rentable area on
approximately 4.213 acres of
land and one vacant undeveloped
parcel of land consisting
of approximately .934 acres.
As stated above, at October 31, 1995 the Partnership has
recorded its investments in the Properties as properties held for sale. For
additional information, refer to Note 6 to the Financial Statements as
contained in Item 8 of this report.
For information regarding the indebtedness to which Parkway
Village is subject, see Note 3 to the Financial Statements as contained in Item
8 of this report.
On October 4, 1995 the Partnership sold the land, related
improvements and personal property of the retail shopping center known as
Clackamas Corner ("Clackamas"), as described in more detail in Management's
Discussion and Analysis of Financial Condition and Results of Operations as
contained in Item 7 of this report and Note 2 to the Financial Statements as
contained in Item 8 of this report.
Average occupancies and average effective rental rates generated by the
Properties in fiscal 1995, 1994, and 1993 were as follows:
<TABLE>
<CAPTION>
1st 2nd 3rd 4th
Qtr Qtr Qtr Qtr Fiscal Fiscal Fiscal
Shopping Centers 1995 1995 1995 1995 1995 1994 1993
- ---------------- ---- ---- ---- ---- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Parkway Village (b)
Average Occupancy 98% 97% 97% 98% 98% 100% 99%
Average effective
rental rate (a) $9.15 8.87 9.32 9.20 9.13 8.95 8.37
Lindsay-Main Plaza
Average Occupancy 38% 46% 45% 50% 45% 38% 38%
Average effective
rental rate (a) $5.15 4.20 5.16 5.80 5.08 5.52 5.30
</TABLE>
6
<PAGE> 7
Clackamas Corner(C)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Average Occupancy 95% 95% 95% 98%(c) 96%(c) 100% 84%
Average effective
rental rate (a) $ 10.52 10.58 10.58 10.48 (C) 10.54 (C) 10.61 10.82
</TABLE>
(a) Average effective rental rates are stated in terms of an average annual
rate per square foot. Effective rates take into account the effect of
leasing concessions and bad debts. These rates are "triple net". In
addition to this base rent, the majority of tenants pay their pro rata
share of taxes, insurance and common area maintenance expenses at the
property.
(b) Average occupancies and average effective rental rates are reported only
for the Partnership's period of ownership, which began on May 5, 1993.
(C) These computations give effect to the sale of Clackamas Corner Shopping
Center on October 4, 1995.
Item 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the
Partnership is a party or of which either of the Properties is subject.
7
<PAGE> 8
Item 4. SUBMISSION OF MATTERS TO A VOTE OF HOLDERS OF LIMITED PARTNERSHIP
INTERESTS
There have been no matters submitted to a vote of
holders of Limited Partnership Interests (the "Units") during the fiscal year
which is covered by this report.
PART II
Item 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP INTERESTS AND RELATED
LIMITED PARTNER MATTERS
At October 31, 1995, 10,717 Units were outstanding and held by
approximately 945 limited partners.
The Units have limited transferability. There is no public
market for the Units and it is not expected that any will develop. There are
significant restrictions relating to the transferability of Units, including
the requirement that the Managing General Partner consent to any transfer and
to any transferee becoming a substituted limited partner, which consent may be
granted or withheld at the sole discretion of the Managing General Partner. In
addition, restrictions on transfers may be imposed by federal and state
securities laws.
The Partnership Agreement provides that after January 1, 1987,
under certain circumstances, the General Partners may repurchase the Units held
by limited partners desiring to sell their Units. At October 31, 1995, the
General Partners had not established the Repurchase Fund as provided for in the
Partnership Agreement as they had not received any distribution of cash flow
from Partnership operations since the inception of the Partnership. Net
earnings for the fiscal year ended October 31, 1995 were less than the 9%
Current Distribution Preference of the limited partners as provided in the
Partnership Agreement and, accordingly, were allocated solely to the limited
partners.
Since August 1985, the Partnership has made consecutive
quarterly cash distributions to limited partners of cash flow generated from
Partnership operations. In fiscal 1995, the Partnership distributed a total of
$428,680 ($40 per $1,000 Unit) to limited partners as generated by cash flow
from operations. In addition, on October 26, 1995 the Partnership made a
distribution of $2,272,001 ($212 per $1000 unit) to limited partners from the
net proceeds of the sale of Clackamas Corner Shopping Center. In the future,
the Partnership intends to apply cash flow generated from Partnership
operations to maintain sufficient cash reserves, as determined by the Managing
General Partner, pay amounts payable to the Managing General Partner, and,
thereafter, to distribute to limited partners operating cash flow determined by
the Managing General Partner to be in excess of amounts required to fund
anticipated liabilities of the Partnership. For additional information on the
Partnership's liquidity refer to the Liquidity and Capital Resources section of
Management's Discussion and Analysis of Financial Condition and Results of
Operations as contained in Item 7 of this report.
8
<PAGE> 9
The Managing General Partner is attempting to sell the
Properties and liquidate the Partnership in fiscal 1996. However, there can be
no assurances that the Partnership will sell the Properties in 1996. The
ability of the Partnership to sell Parkway Village may be adversely effected by
the existence and remediation of the dry cleaning solution contamination at the
property as described more fully in Note 2 to the Financial Statements
contained in Item 8 of this report. The Managing General Partner believes that
the sales, if consummated, will provide net proceeds to the Partnership after
the payment of sales costs, closing costs and the mortgage payable related to
Parkway Village; however, the sales transactions may include both cash at
closing and deferred payments to the Partnership. The Partnership intends to
apply net sales proceeds to maintain sufficient cash reserves, as determined by
the Managing General Partner. Thereafter, the Partnership intends to pay
amounts payable to the Managing General Partner and then to make distributions
to limited partners. The Partnership has entered into listing agreements with
unrelated real estate brokerage firms to act as exclusive selling agents for
the Properties. The Partnership has recorded these investments as properties
held for sale at October 31, 1995.
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<PAGE> 10
Item 6. SELECTED FINANCIAL DATA
BOETTCHER PENSION INVESTORS LTD.
Selected Financial Data(a)
As of or For the Years Ended October 31,
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
------------- ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Total revenue $1,519,252 1,581,014 954,808 490,389 709,066
Earnings(loss) from operations 269,287 307,261 145,249 77,477 (3,216,618)
Gain on sale of
real estate investment 684,856 - - - -
Net earnings(loss) 954,143 307,261 145,249 77,477 (3,216,618)
Per Unit(b)
Net earnings(loss) 89.03 28.67 13.55 7.23 (297.14)
Cash distributions 252.00 47.50 10.00 10.00 10.00
Total assets 7,704,500 9,475,573 9,789,517 3,605,895 3,658,903
Mortgage payable 5,840,260 5,910,814 5,975,906 - -
</TABLE>
(a) The selected financial data should be read in conjunction with the
Financial Statements and related Notes as contained in Item 8 of this
report.
(b) Per Unit data is based upon 10,717 weighted average Units outstanding
during each fiscal year.
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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
October 31, 1995 marked the close of the Partnership's twelfth year of
operations. The Partnership continues to own and operate two shopping centers,
one located in Arizona (Lindsay-Main) and the other in Utah (Parkway Village),
both of which are being held for sale as of October 31, 1995.
1995 as Compared to 1994:
For the fiscal year ended October 31, 1995, the Partnership generated
total revenue of $1,519,252 and incurred total expenses in the amount of
$1,249,965, resulting in Partnership net earnings from operations of $269,287.
The Partnership's fiscal 1995 operating earnings decreased $37,974 (12%) when
compared with fiscal 1994. However, the sale of Clackamas Corner Shopping
Center (Clackamas) in October, 1995 produced a net gain of $684,856, resulting
in net earnings of $954,143 for fiscal 1995. For further discussion of the
sale of Clackamas, refer to Note 2 to the Financial Statements as contained in
Item 8 of this report. A summary of the Partnership's results of operations
and year-to-year comparisons before gain on sale of Clackamas is presented
below:
<TABLE>
<CAPTION>
Fiscal Year Ended October 31
(In Thousands)
----------------------------
Amount
of %
1995 1994 Change Change
---- ---- ------ ------
<S> <C> <C> <C> <C>
Total revenue $1,519 1,581 (62) (4)%
Total expenses 1,250 1,274 24 19 %
----- ----- --
Net operating earnings $ 269 307 (38) (12)%
===== === ==== ====
</TABLE>
Total revenue decreased $61,762 (4%) in fiscal 1995 as compared to
fiscal 1994, as a consequence of the sale of Clackamas, which resulted in one
less month of rental and other income in fiscal 1995, and a decrease in tenant
reimbursements and other income due to vacancies at Parkway Village. The
Partnership's properties generated rental income of $1,238,182 in fiscal 1995,
a decrease of $31,706 (2%) when compared to fiscal 1994. Parkway Village
achieved a weighted average occupancy of 98% and a weighted average effective
rental rate of $9.13, representing a decrease of 2% and an increase of $0.18,
respectively, when compared with fiscal 1994. Lindsay-Main generated average
occupancy of 45% in fiscal 1995, an increase of 7% over fiscal 1994, while the
property's annual average effective rental rate decreased $0.44 to $5.08 per
square foot when compared to fiscal 1994. Clackamas Corner generated average
annual occupancy of 96% (based on eleven months of operations prior to its
being sold) a decrease of 4% when compared to fiscal 1994. The annual average
effective rental rate at Clackamas Corner decreased $0.07 to $10.54 for fiscal
1995 when compared to fiscal 1994. For additional occupancy and rental rate
information related to the Properties, refer to the table provided in Item 2 as
contained in this report. Tenant reimbursement and other income generated by
the Partnership in fiscal 1995 totalled $261,054, representing a decrease of
$29,407 (10%) when compared to fiscal 1994, primarily due to an adjustment made
in 1995 to the billing process related to tenant reimbursed expenses; and
increased vacancies in fiscal 1995 at Parkway Village.
Total expenses incurred by the Partnership in fiscal 1995 totalled
$1,249,965, a decrease of $23,788
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<PAGE> 12
(2%) when compared to fiscal 1994. All major expense categories, except
utilities and depreciation and amortization, recognized minor decreases due to
the sale of Clackamas Corner. Utilities expense increased $4,225 (10%) due to
increased vacancies at Parkway Village and a water leak at Parkway Village in
a vacant unit that resulted in higher water bills for part of fiscal 1995.
General and administrative expense decreased $13,454 (17%) in fiscal 1995 when
compared to fiscal 1994 due to legal fees incurred in fiscal 1994 related to
the Partnership's acquisition of Parkway Village through a bankruptcy
reorganization in fiscal 1993.
1994 as Compared to 1993:
For the fiscal year ended October 31, 1994, the Partnership generated
total revenue of $1,581,014 and incurred total expenses in the amount of
$1,273,753, resulting in Partnership net earnings of $307,261. It should be
noted that when comparing fiscal 1994 results of operations with fiscal 1993
results of operations, the most significant factor affecting the Partnership's
fiscal 1994 results of operations was the Partnership's acquisition of Parkway
Village on May 5, 1993 pursuant to a confirmed plan of reorganization of the
prior owner of Parkway Village in bankruptcy court. Prior to this acquisition,
the Partnership's investment in Parkway Village was recorded as a participating
mortgage loan investment. For additional information related to the
Partnership's acquisition of Parkway Village, refer to Note 2 to the Financial
Statements as contained in Item 8 of this report. Primarily as a result of the
Partnership's acquisition of Parkway Village, the Partnership generated
increased total revenue, specifically rental and tenant reimbursement income,
and incurred increased total expense, primarily interest and depreciation in
fiscal 1994 when compared with fiscal 1993. A summary of the Partnership's
results of operations and year-to-year comparisons is presented below:
<TABLE>
<CAPTION>
Fiscal Year Ended October 31
(In Thousands)
-------------------------------------
Amount
of %
1994 1993 Change Change
---- ---- ------ ------
<S> <C> <C> <C> <C>
Total revenue $1,581 973 608 62%
Total expenses 1,274 828 446 54%
----- --- ---
Net earnings $ 307 145 162 112%
===== === === ===
</TABLE>
When making year-to-year comparisons, the exclusion of the results of
operations of Parkway Village from the current and prior year's results of
operations allows for a more meaningful analysis of the results of operations
related to the Partnership's other investments. For comparison purposes only,
Parkway Village's results of operations have been excluded from total revenue,
total expenses and net earnings as shown in the table below. The pro forma
summary of the Partnership's fiscal 1994 results of operations as compared with
fiscal 1993 results of operations is as follows:
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<TABLE>
<CAPTION>
Fiscal Year Ended October 31
(In Thousands)
-------------------------------------------
Less Pro Pro Amount
Actual Parkway Forma Forma of %
1994 1994 1994 1993 Change Change
---- ---- ----- ---- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Total revenue $1,581 (1,089) 492 443 49 11%
Total expenses 1,274 (940) 334 326 8 2%
----- ----- --- --- --
Net earnings $ 307 (149) 158 117 41 35%
===== ===== === === == ==
</TABLE>
Based upon the pro forma amounts presented above, total revenue
generated by the Partnership, excluding Parkway Village, in fiscal 1994
amounted to $492,377, representing a $48,748 (11%) increase when compared with
fiscal 1993. The Properties, excluding Parkway Village, generated rental
income of $358,692 in fiscal 1994, representing an increase of $42,917 (14%)
when compared with fiscal 1993. Lindsay-Main Plaza generated average occupancy
of 38% in fiscal 1994, which represents no change when compared with fiscal
1993, while the property's annual average effective rental rate increased $.22
to $5.52 per square foot when compared with fiscal 1993. Average occupancy at
Clackamas Corner increased 16% in fiscal 1994 when compared with fiscal 1993,
while the property's annual average effective rental rate decreased $.21 to
$10.61 per square foot when compared with fiscal 1993. For additional
occupancy and rental rate information related to the Properties, refer to the
table provided in Item 2 as contained in this report. Tenant reimbursement and
other income generated by the Partnership in fiscal 1994, excluding Parkway
Village, totalled $114,800, representing a net $5,032 (5%) increase when
compared with fiscal 1993. Tenant reimbursement income increased $15,499 (18%)
in fiscal 1994 when compared with fiscal 1993, primarily the result of
increased occupancy at Clackamas Corner in fiscal 1994; while other income
decreased $10,466 (44%) in fiscal 1994 when compared with fiscal 1993,
primarily the result of the receipt in fiscal 1993 of the final payment on a
settlement negotiated by the Partnership with two of the personal guarantors of
the Lindsay-Main Plaza participating mortgage.
Based upon the pro forma amounts presented above, total
expenses incurred by the Partnership in fiscal 1994, excluding Parkway Village,
amounted to $334,138, representing an increase of $8,669 (3%) when compared
with fiscal 1993. Depreciation and amortization expense increased $4,902 (5%)
in fiscal 1994 when compared with fiscal 1993, the result of increased
amortization of tenant finish costs at Clackamas Corner. Repairs and
maintenance expense decreased $2,979 (9%) in fiscal 1994, when compared with
fiscal 1993, primarily the result of exterior repairs completed at Lindsay-Main
Plaza and painting and exterior repairs at Clackamas Corner, both completed in
fiscal 1993.
Liquidity and Capital Resources
Combined cash and cash equivalent balances, which represent
Partnership cash reserves, were $515,751 at October 31, 1995, representing a
decrease of $25,190 when compared with fiscal 1994 year-end balances. This
decrease is primarily the result of cash distributions made
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<PAGE> 14
to limited partners in fiscal 1995 in the amount of $2,700,681, generated
primarily by the sale of Clackamas Corner. Net cash provided by operating
activities in fiscal 1995 amounted to $583,061. The most significant changes
in operating assets and liabilities include increases in both the payable to
managing general partner and in accounts payable and accrued liabilities. The
payable to the managing general partner increased $33,110 due to advances made
by the managing general partner for Partnership expenses that were not
reimbursed until fiscal 1996. The increase of $37,624 in accounts payable and
accrued expenses relates primarily to the accrual of certain Clackamas
sale-related expenses. The deceases in both property taxes payable and other
liabilities at October 31, 1995 are both directly related to the sale of
Clackamas and the elimination of certain operating expenses related to the
property. Accounts receivable and other assets increased $9,922, primarily the
result of increased receivables from tenants at Parkway Village.
Net cash provided by investing activities in fiscal 1995
amounted to $2,162,984. The sale of Clackamas Corner generated net proceeds,
after proration of operating income and expenses related to the property, of
$2,234,293. Deferred leasing costs of $70,517 were incurred in fiscal 1995 to
cover lease commission costs associated with the renewal of existing tenants at
Parkway Village and Lindsay-Main Plaza.
Net cash used by financing activities amounted to $2,771,235
in fiscal 1995, the combined result of distributions to limited partners in the
amount of $2,700,681 and a reduction in mortgage principal of $70,554 related
to the Parkway Village mortgage.
To the knowledge of the Managing General Partner, all
Properties are in good physical condition. In fiscal 1996, budgeted tenant
finish costs and lease commissions total approximately $105,000 and $26,000,
respectively. Tenant finish costs and lease commissions are budgeted in
anticipation of leasing vacant space and renewing existing tenant leases at
Parkway Village and Lindsay-Main Plaza. If additional costs are required at
the Properties, it is currently anticipated that the funds required for such
expenditures would be made available either from cash flow generated from
Property operations or from Partnership cash reserves.
The Partnership is required under its Partnership Agreement to
maintain cash reserves of not less than 2% of aggregate capital contributions
from limited partners for normal repairs, replacements, working capital and
other contingencies. As of October 31, 1995, the Partnership had $515,751 in
cash reserves, while the minimum required amount was $214,340. The Partnership
intends to apply cash flow generated from Partnership operations in fiscal
1996, if any, to maintain sufficient cash reserves, as determined by the
Managing General Partner. Thereafter, the Partnership intends to pay amounts
payable to the Managing General Partner and then distribute to limited partners
operating cash flow determined by the Managing General Partner to be in excess
of amounts required to fund anticipated liabilities of the Partnership.
As of October 31, 1995 and 1994, the Partnership has recorded
its real estate investments as properties held for sale. The Managing General
Partner is attempting to sell the Properties and liquidate the Partnership in
fiscal 1996. However, there can be no assurances that the Partnership will
sell the Properties in 1996. The ability of the Partnership to sell Parkway
Village may be adversely effected by the existence and remediation of the dry
cleaning solution contamination at the property as discussed more fully in Note
2 to the Financial Statements as contained in Item 8 of this report. The
Partnership has entered into separate listing agreements with unrelated real
estate
14
<PAGE> 15
firms to act as the exclusive selling agents for the sale of both Parkway
Village and Lindsay-Main Plaza. The Managing General Partner believes that the
sales of the Properties, if consummated, will generate net proceeds to the
Partnership after the payment of sales costs, closing costs and the mortgage
payable at Parkway Village; however, the sales transactions may include cash at
closing and deferred payments to the Partnership. The Partnership intends to
apply net sales proceeds to maintain sufficient cash reserves, as determined
by the Managing General Partner, pay amounts payable to the Managing General
Partner and then to make distributions to limited partners.
On October 4, 1995, the Partnership sold the land, related
improvements and personal property of the retail center known as Clackamas
Corner. The purchaser, Stephen M. Berrey, is not affiliated with the
Partnership, its Managing General Partner or any affiliate, director, officer
or associate of the foregoing, and the sales price was determined by arm's
length negotiations. Clackamas Corner consists of a one-building shopping
center containing approximately 26,500 square feet of net rentable area on
approximately 2.19 acres of land. At the time of sale, Clackamas Corner was
approximately 100% leased and occupied.
The net proceeds to the Partnership before proration of operating income and
expenses related to the property were as follows:
<TABLE>
<S> <C>
Sales price $2,450,000
Less Costs of Sale-
Sales Commissions (98,000)
Title, legal fees, and other (111,508)
Security Deposit Liability (6,199)
-----------
Net Proceeds $2,234,293
===========
</TABLE>
The net proceeds were distributed to limited partners on October 26, 1995 as
follows:
<TABLE>
<S> <C>
Net Proceeds from Sale $ 2,234,293
Utilization of Partnership Cash Reserves 37,708
------------
Distribution to Limited Partners ($212/unit) $ 2,272,001
============
</TABLE>
15
<PAGE> 16
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following Financial Statements of the Partnership are
included herein:
Independent Auditors' Report 17
Balance Sheets - October 31, 1995 and 1994 18
Statements of Operations -
Years ended October 31, 1995, 1994, and 1993 19
Statements of Partners' Capital -
Years ended October 31, 1995, 1994, and 1993 20
Statements of Cash Flows -
Years ended October 31, 1995, 1994 and 1993 21
Notes to Financial Statements 23
16
<PAGE> 17
INDEPENDENT AUDITORS' REPORT
THE PARTNERS
BOETTCHER PENSION INVESTORS LTD.:
We have audited the accompanying balance sheets of Boettcher Pension Investors
Ltd. (a limited partnership) as of October 31, 1995 and 1994, and the related
statements of operations, partners' capital, and cash flows for each of the
years in the three-year period ended October 31, 1995. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Boettcher Pension Investors
Ltd. as of October 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the years in the three-year period ended October 31,
1995, in conformity with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
Denver, Colorado
January 23, 1996
17
<PAGE> 18
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Balance Sheets
October 31, 1995 and 1994
<TABLE>
<CAPTION>
Assets 1995 1994
------ ---- ----
<S> <C> <C>
Real estate investments:
Properties held for sale at gross cost $8,582,007 10,808,163
Less: accumulated depreciation (531,549) (1,002,590)
Allowance for loss (1,086,827) (1,086,827)
----------- -----------
6,963,631 8,718,746
Cash and cash equivalents 515,751 540,941
Deferred leasing costs, net of accumulated
amortization of $93,800 and $241,212
respectively 97,248 97,938
Accounts receivable and other assets 127,870 117,948
------------- -----------
$7,704,500 9,475,573
============= ===========
Liabilities and Partners' Capital
----------------------------------
Mortgage payable $5,840,260 5,910,814
Accounts payable and accrued liabilities 59,620 21,996
Payable to managing general partner 40,773 7,663
Property taxes payable 64,939 76,965
Accrued interest payable 46,235 46,794
Other liabilities 27,136 39,266
------------- -----------
Total Liabilities 6,078,963 6,103,498
------------- -----------
Partners' capital (deficit):
General partners (35,653) (42,502)
Limited partners 1,661,190 3,414,577
------------- -----------
Total partners' capital: 1,625,537 3,372,075
Commitments and contingencies
------------- -----------
$7,704,500 9,475,573
============= ===========
</TABLE>
See accompanying notes to financial statements.
18
<PAGE> 19
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Operations
Years Ended October 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
1995 1994 1993
------------ ----------- -----------
<S> <C> <C> <C>
Revenue:
Rental income $1,238,182 1,269,888 737,356
Interest income, net 20,016 20,665 18,085
Tenant reimbursements
and other income 261,054 290,461 199,367
---------- ---------- ---------
1,519,252 1,581,014 954,808
--------- --------- ---------
Expenses:
Interest 557,948 564,370 284,409
Depreciation and amortization 277,677 275,127 185,016
Property taxes 123,361 129,229 94,335
Fees and reimbursements to
managing general partner 29,840 31,724 29,987
Other management fees 61,756 63,005 36,900
Repairs and maintenance 90,898 92,584 78,280
Utilities 44,514 40,289 28,050
General and administrative 63,971 77,425 72,582
-------- -------- --------
1,249,965 1,273,753 809,559
--------- --------- -------
Earnings from operations 269,287 307,261 145,249
Gain on sale of real estate investment 684,856 - -
---------- --------- --------
Net earnings $ 954,143 307,261 145,249
========= ========== =======
Net earnings per limited
partnership unit $89.03 28.67 13.55
========= ========== =======
Weighted average number of limited
partnership units outstanding 10,717 10,717 10,717
========== ========= ========
</TABLE>
See accompanying notes to financial statements.
19
<PAGE> 20
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Partners' Capital
Years Ended October 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
Total
General Limited partners'
partners partners capital
------------- ------------ -----------
<S> <C> <C> <C>
Capital (deficit) at
November 1, 1992 $(42,502) 3,578,295 3,535,793
Distributions to limited partners - (107,170) (107,170)
Net earnings - 145,249 145,249
--------- ---------- ----------
Capital (deficit) at
October 31, 1993 (42,502) 3,616,374 3,573,872
Distributions to limited partners - (509,058) (509,058)
Net earnings - 307,261 307,261
--------- --------- ---------
Capital (deficit) at
October 31, 1994 (42,502) 3,414,577 3,372,075
Distributions to limited partners - (2,700,681) (2,700,681)
Gain on sale of real estate 6,849 678,007 684,856
Net earnings from operations - 269,287 269,287
------- ------- --------
Capital (deficit) at
October 31, 1995 $(35,653) 1,661,190 1,625,537
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
20
<PAGE> 21
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Cash Flows
Years Ended October 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $954,143 307,261 145,249
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Depreciation and amortization 277,677 275,127 185,016
Gain on sale of real estate investment (684,856) - -
Change in operating assets and liabilities:
Increase in accounts receivable and other assets (9,922) (29,603) (83,819)
Increase (decrease) in accounts
payable and accrued liabilities 37,624 (10,373) 8,909
Increase (decrease) in payable
to managing general partner 33,110 (22,515) 19,859
Increase (decrease) in property
taxes payable (12,026) (89) 32,140
Increase (decrease) in
accrued interest payable (559) (9,122) 55,916
Increase (decrease) in other liabilities (12,130) (4,956) 37,733
-------- --------- ---------
Net cash provided by operating activities 583,061 505,730 401,003
-------- --------- ---------
Cash flows provided (used) by investing activities:
Net proceeds from sale of real estate
investment 2,234,293 - -
Additions to real estate investments (792) (15,517) (572,077)
Cash assumed with purchase of Parkway Village - - 97,015
Increase in deferred leasing costs (70,517) (36,058) (64,824)
-------- ---------- ---------
Net cash provided (used) by
investing activities 2,162,984 (51,575) (539,886)
--------- ---------- ---------
Cash flows used by financing activities:
Distributions to limited partners (2,700,681) (509,058) (107,170)
Reduction in mortgage payable (70,554) (65,092) (24,094)
---------- ---------- ---------
Net cash used by financing activities (2,771,235) (574,150) (131,264)
----------- ---------- ---------
Net decrease in cash and p
cash equivalents (25,190) (119,995) (270,147)
Cash and cash equivalents
at beginning of year 540,941 660,936 931,083
----------- ---------- ---------
Cash and cash equivalents at end of year $515,751 540,941 660,936
=========== ========== =========
Supplemental schedule of cash flow information:
Interest paid in cash during the year $ 558,507 563,159 228,493
=========== ========== =========
</TABLE>
21
<PAGE> 22
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Cash Flows, continued
Years Ended October 31, 1995, 1994, and 1993
Supplemental schedule of noncash investing activities:
On May 5, 1993, the Partnership acquired Parkway Village through
foreclosure. The transactions below represent the noncash activity
related to the acquisition of Parkway Village.
<TABLE>
<S> <C>
Parkway Village Shopping Center
- -------------------------------
Changes in assets and liabilities related
to acquisition:
Operating assets:
Cash at date of acquisition $ 97,015
Accounts receivable 18,687
Other assets 1,700
----------
117,402
----------
Operating liabilities:
Accounts payable (3,718)
Tenant security deposits (12,354)
Property taxes payable (21,141)
Other liabilities (28,360)
---------
(65,573)
---------
Real estate property:
Additions to real estate investments 5,948,171
Debt:
Mortgage payable (6,000,000)
-----------
-
===========
</TABLE>
See accompanying notes to financial statements.
22
<PAGE> 23
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
October 31, 1995, 1994, and 1993
(1) Significant Accounting Principles
Organization and Allocation of Income and Losses
Boettcher Pension Investors Ltd. (the "Partnership") is a limited
partnership formed on May 8, 1984 for the purpose of investing in
improved and unimproved real property on an unleveraged basis and to
purchase or originate participating mortgage loans and land lease
investments. Limited partnership interests ("Units") were sold
through a public offering and as of October 31, 1995, 1994 and 1993,
10,717 Units at $1,000 per Unit were outstanding.
The Managing General Partner of the Partnership is Boettcher
Affiliated Investors, L.P. ("BAILP"), and the associate general
partner is Boettcher 1984 Associates, Ltd.
The Partnership Agreement provides for the net operating income, as
defined, of the Partnership to be allocated to the partners in
accordance with their relative participation in distribution of
operating cash flow. Operating cash flow is allocated as follows:
(i) to the limited partners to the extent necessary to equal 9% simple
interest on the adjusted capital contributions of the limited
partners; (ii) to the General Partners until they have received an
amount equal to 10% of the aggregate amount to be distributed for the
period under (i) and (ii); and (iii) any remaining balance, 10% to the
General Partners and 90% to the limited partners. Net operating cash
flow for the years ended October 31, 1995, 1994 and 1993 is less than
the 9% preferred return and, accordingly, net earnings from operations
for fiscal 1995, 1994 and 1993 has been allocated solely to the
limited partners.
The Partnership Agreement provides for net capital income from the
sale or other disposition of Partnership properties to be allocated on
a cumulative basis as follows: (i) first, to the extent of gross
income applicable to prior depreciation deductions, 1% to the General
Partners and 99% to the limited partners; (ii) second, to each of the
partners in accordance with their relative participations in
distributions of net proceeds and repayment proceeds. Net capital
loss is allocated 1% to the General Partners and 99% to the limited
partners.
Deferred Leasing Costs
Costs associated with the leasing of the Partnership's two retail
shopping centers are deferred and amortized over the life of the
related leases. These costs are comprised of lease commissions and
construction costs related to the buildout of tenant space.
23
<PAGE> 24
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
October 31, 1995, 1994 and 1993
(1) Continued
Income Taxes
No provisions have been made for Federal income taxes, as the taxable
income (loss) is reported by the partners rather than the
Partnership. The Partnership reports certain transactions
differently for tax and financial statement purposes, primarily
depreciation.
A reconciliation of net earnings as shown in the accompanying
financial statements and the Partnership's income (loss) for tax
purposes is shown in the table below. The October 31, 1995 net
earnings as shown in the financial statements is actual. However,
the Partnership's tax return for the year ended December 31, 1995 has
not yet been prepared; therefore, the reconciling items for 1995 are
estimates by management.
<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
(unaudited)
<S> <C> <C> <C>
Net earnings per
financial statements 954,143 307,261 145,249
Fiscal to calendar year
net difference (502) (10,012) 58,036
Tax depreciation and amortization
in excess of depreciation and
amortization per financial statements 8,511 (31,655) (28,483)
Tax gain on sale of real estate in excess
of financial statement gain 300,000 - -
Items recorded in different
year for financial statement
and tax purposes -
Rental income (8,670) 11,070 6,239
----------- ------- -------
Income for tax purposes 1,253,482 296,688 181,041
=========== ======= =======
</TABLE>
24
<PAGE> 25
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
October 31, 1995, 1994, and 1993
(1) Continued
Real Estate Investments
Properties held for sale are recorded at the lower of cost or fair
market value, which exceeds or approximates independent appraised
values.
Buildings and improvements are depreciated using the straight-line
method over an estimated useful life of 30 years. Equipment and
furnishings are depreciated using the straight-line method over an
estimated useful life of 10 years. Renewals and betterments are
capitalized and repairs and maintenance are charged to operations as
incurred.
Statements of Cash Flows
For purposes of the statements of cash flows, cash and cash equivalents
include highly liquid debt instruments purchased with an original
maturity of three months or less. Cash and cash equivalents as of
October 31 are comprised of the following:
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Money market fund $461,347 522,675
Operating cash 54,404 18,266
-------- -------
Cash and cash equivalents $515,751 540,941
======== =======
</TABLE>
Reclassifications
Certain prior year amounts have been reclassified to conform with
fiscal 1995 financial statement presentation.
25
<PAGE> 26
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
October 31, 1995, 1994, and 1993
(2) Real Estate Investments
As of October 31, 1995, the market value of the Properties held for
sale exceeds cost based upon independent appraised values. The cost
of the Partnership's real estate investments and related accumulated
depreciation are as follows:
October 31, 1995
<TABLE>
<CAPTION>
Buildings and Equipment
Shopping Center: Land Improvements and furnishings Total
---------------- ------------ --------------- -------------
<S> <C> <C> <C> <C>
Parkway Village $1,750,000 4,785,765 - 6,535,765
Lindsay Main Plaza 949,000 1,097,242 - 2,046,242
------------ --------- ------- ---------
2,699,000 5,883,007 - 8,582,007
Less accumulated
depreciation - (531,549) - (531,549)
Allowance for loss (537,637) (549,190) (1,086,827)
--------- --------- ------------ -----------
$2,161,363 4,802,268 - 6,963,631
========== ========= ======== ==========
</TABLE>
October 31, 1994
<TABLE>
<CAPTION>
Buildings and Equipment
Shopping Center: Land Improvements and furnishings Total
---------------- ------------ --------------- -------------
<S> <C> <C> <C> <C>
Parkway Village $1,750,000 4,785,765 - 6,535,765
Lindsay Main Plaza 949,000 1,096,450 - 2,045,450
Clackamas Corner 475,133 1,487,285 264,530 2,226,948
----------- --------- ------- ---------
3,174,133 7,369,500 264,530 10,808,163
Less accumulated
depreciation - (784,450) (218,140) (1,002,590)
Allowance for loss (537,637) (549,190) - (1,086,827)
--------- --------- -------- -----------
$2,636,496 6,035,860 46,390 8,718,746
========== ========= ====== ==========
</TABLE>
26
<PAGE> 27
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
October 31, 1995, 1994, and 1993
(2) Continued
Parkway Village
In fiscal 1995, a non sudden release of a dry cleaning solution,
tetrachloroethylene (PERC), was reported by the dry cleaning tenant
(the Tenant) at Parkway Village to the State of Utah Department of
Environmental Quality (DEQ). The Tenant, utilizing the services of an
environmental consulting firm, is currently investigating the extent
of the PERC release and its effect on soil and groundwater in the
vicinity. The DEQ is monitoring the Tenant's progress. Although the
Tenant is responsible for the costs of any required remediation,
should the Tenant be unable to complete the required work due to
limitations of its financial resources, it is likely that the
Partnership, as owner of Parkway Village, would be required to
complete the needed remediation. Management is unable at this time to
estimate the extent of expenses, if any, that may be incurred by the
Partnership for remediation of this contamination. Accordingly, the
accompanying financial statements do not include any adjustments
related to this matter.
Clackamas Corner
On October 4, 1995, the Partnership sold the land, related
improvements and personal property of the retail center known as
Clackamas Corner located at the northeast corner of the Clackamas Town
Center in unincorporated Clackamas County, Oregon. The purchaser,
Stephen M. Berrey, is not affiliated with the Partnership, its
Managing General Partner or any affiliate, director, officer or
associate of the foregoing, and the sales price was determined by
arm's length negotiations. Clackamas Corner consists of a
one-building shopping center containing approximately 26,500 square
feet of net rentable area on approximately 2.19 acres of land. At the
time of sale, Clackamas Corner was approximately 100% leased and
occupied.
The net proceeds to the Partnership before proration of operating
income and expenses related to the property were as follows:
<TABLE>
<S> <C>
Sales price $2,450,000
Less Costs of Sale-
Sales Commissions (98,000)
Title, legal fees, and other (111,508)
Security Deposit Liability (6,199)
------------
Net Proceeds $2,234,293
===========
</TABLE>
27
<PAGE> 28
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
October 31, 1995, 1994, and 1993
The net proceeds were distributed to limited partners on October 26,
1995 as follows:
<TABLE>
<S> <C>
Net Proceeds from Sale $ 2,234,293
Utilization of Partnership Cash Reserves 37,708
-------------
Distribution to Limited Partners ($212/unit) $ 2,272,001
============
</TABLE>
(3) Mortgage Payable
The mortgage payable is secured by a first deed of trust on Parkway
Village and is nonrecourse to the Partnership. The payment terms of
the mortgage note are as follows:
<TABLE>
<S> <C>
Interest Rate: 9.5%
Monthly Payment: $52,422
Due Date: May 5, 2003
</TABLE>
Aggregate maturities of principal payments for the five fiscal years
ending October 31, 2000 and thereafter related to the Parkway Village
mortgage are as follows:
<TABLE>
<S> <C>
1996 $ 77,556
1997 85,253
1998 93,715
1999 103,015
2000 113,239
Thereafter 5,367,482
------------
$ 5,840,260
============
</TABLE>
(4) Transactions with Related Parties
BAILP is the Managing Agent of the Partnership and is paid property
management, loan servicing, and acquisition fees for its services to
the Partnership. The property management fee is equal to 5% of gross
receipts from the Properties, less management fees paid to others.
The property management fee earned by BAILP amounted to $13,328,
$15,182 and $10,195 for the years ended October 31, 1995, 1994 and
1993, respectively. For mortgage loans and land lease investments
serviced by BAILP, the servicing fee is equal to 1/4 of 1% per annum
of the outstanding amount funded by the Partnership. A servicing fee
of $3,226 was earned by BAILP for the year ended October 31, 1993. No
servicing fees were earned by BAILP in fiscal 1995 or 1994 as the
Partnership's mortgage loan investment was extinguished and the
Partnership acquired Parkway Village in the third quarter of fiscal
1993, as more fully discussed in Note 2.
The Partnership also reimburses BAILP for its allocable share of
salaries of nonmanagement and nonsupervisory personnel providing
accounting, investor reporting and communications, and legal services
to the Partnership and allowable expenses related to the maintenance
and repair of data processing equipment used for or by the
Partnership. The amount due to BAILP for such
28
<PAGE> 29
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
October 31, 1995, 1994, and 1993
reimbursements amounted to $16,512, $16,542 and $16,566 for the years ended
October 31, 1995, 1994, and 1993, respectively.
(5) Future Rental Income
Aggregate base rental income relating to long-term noncancellable
leases for the Partnership's properties for the five fiscal years
ending October 31, 2000 and thereafter is as follows:
<TABLE>
<S> <C>
1996 $1,011,891
1997 1,014,973
1998 853,488
1999 666,527
2000 602,379
Thereafter 2,964,119
----------
$7,113,377
==========
</TABLE>
(6) Properties Held for Sale
The Partnership has recorded its real estate investments as
properties held for sale. The Managing General Partner is attempting
to sell the properties and liquidate the Partnership in 1996.
However, there can be no assurances that the Partnership will sell the
properties in 1996. The ability of the Partnership to sell Parkway
Village may be adversely effected by the existence and remediation of
the dry cleaning solution contamination at the property, more fully
discussed in Note 2 . The Partnership has entered into separate
listing agreements with unrelated real estate firms to act as the
exclusive selling agents for the sale of Parkway Village and
Lindsay-Main Plaza. The Managing General Partner believes that the
sales of the properties, if consummated, will generate net proceeds to
the Partnership after the payment of sales costs, closing costs and
the mortgage payable at Parkway Village; however, the sales
transactions may include cash at closing and deferred payments to the
Partnership. The Partnership intends to apply net sales proceeds to
maintain sufficient cash reserves, as determined by the Managing
General Partner, pay amounts payable to the Managing General Partner,
and, thereafter, to make distributions to limited partners.
29
<PAGE> 30
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in accountants or disagreements with
accountants on any matter of accounting principles or practices on financial
statement disclosure or auditing scope or procedure.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership does not have directors or executive officers. The
general partner of the Partnership's Managing General Partner and Associate
General Partner is BPL Holdings, Inc. (BPL Holdings), a Delaware corporation.
During fiscal 1995, the ultimate parent company of BPL Holdings (Kemper
Securities Holdings, Inc.) experienced a change in ownership, whereby it became
a wholly-owned subsidiary of EVEREN Capital Corporation and changed its name to
EVEREN Securities Holdings, Inc. (ESHI). EVEREN Securities, Inc. is a
wholly-owned subsidiary of ESHI. These changes have had no impact on the
day-to-day operations of BPL Holdings. The following is a list of the
directors and officers of BPL Holdings.
Present Position and Principal Occupation and
Name and Age Affiliation During the Last Five Years or More:
Janet L. Reali Director and President (Principal Executive Officer of
Age: 44 the Partnership)
Ms. Reali was elected Executive Vice President and
Secretary of EVEREN Capital Corporation in May 1995.
Since December 1993 she has been Executive Vice
President, Corporate Counsel and Corporate Secretary
of EVEREN Securities, Inc. She became a Director and
the President of BPL Holdings, Inc. in May 1995. She
was Senior Vice President and Associate General
Counsel of EVEREN Securities, Inc. from July 1991 to
December 1993. Before joining EVEREN Securities, Inc.
she was a partner in the Chicago law firm of Keck,
Mahin & Cate.
Stanley R. Fallis Director of BPL Holdings, Inc.
Age: 54 Mr. Fallis graduated from the University of Idaho with
a BS degree in accounting. Mr. Fallis also obtained
an MBA degree from the University of Utah. Mr.
Fallis is a Certified Public Accountant and practiced
public accounting for six years. Mr. Fallis was
associated with Boettcher and Company and its
successor, EVEREN Securities, Inc. for 18 years. He
served as Chief Financial Officer of EVEREN Securities
Inc. From August 1990 to January 1994. He then served
as Senior Vice President of Kemper Corporation from
March 1994 to March 1995. He is currently Senior
Executive Vice President and Director of
Administration of EVEREN Securities, Inc.
Daniel D. Williams Director and Vice President of BPL Holdings, Inc.
Age: 44 Mr. Williams became a Director and Vice President of
BPL Holdings,
30
<PAGE> 31
Inc. May 1995. Mr. Williams was elected Senior
Executive Vice President, Treasurer and Chief
Financial Officer of EVEREN Capital Corporation in May
1995. Since April 1995 he has been Senior Executive
Vice President and Chief Financial Officer of EVEREN
Securities, Inc. From January 1994 to April 1995, Mr.
Williams was Executive Vice President and Director of
Finance and Administration, and from January 1991 to
January 1994 he was Senior Vice President and Director
of Accounting of, EVEREN Securities, Inc. Prior
thereto, he was Executive Vice President, Treasurer
and Chief Financial Officer of Boettcher and Company.
Kelly J. Stradinger Vice President and Secretary of BPL Holdings, Inc.
Age: 36 Mr. Stradinger joined BPL in 1983 as Assistant
Controller for the syndicated public real estate
partnerships. Mr. Stradinger is currently in charge
of asset management for all syndicated partnerships
where BPL or an affiliate is the general partner. He
is also a Vice President of EVEREN Securities, Inc.
and Director of Leasing for the facilities management
department. Mr. Stradinger graduated from Western
Michigan University with a Bachelor of Business
Administration in Accounting and successfully
completed the Certified Public Accountant exam.
Thomas M. Mansheim Director and Treasurer of BPL Holdings, Inc.
Age: 38 (Principal Financial and Accounting Officer of the
Partnership)
Mr. Mansheim joined BPL in 1984 and is currently a
Senior Vice President with EVEREN Securities, Inc.
He became a Director of BPL Holdings in July 1995 and
has been the Treasurer of BPL Holdings, Inc. since
December 1987. Mr. Mansheim is a Certified
Public Accountant and from 1980 to 1984 was employed
with KPMG Peat Marwick. Mr. Mansheim graduated from
the University of Colorado with a Bachelor of Science
degree in business administration.
There is no family relationship among the officers or directors of BPL Holdings
or any of its affiliates.
31
<PAGE> 32
Item 11. EXECUTIVE COMPENSATION
The Partnership, as an entity, does not have any directors or
executive officers. The information required by Item 402 of Regulation S-K
relating to amounts owed by the Partnership to the Managing General Partner and
its affiliates for services rendered during the fiscal year ended October 31,
1995 is presented below. Reference is also made to Note 4 to Financial
Statements as contained in Item 8 of this report for a description of related
parties.
<TABLE>
<CAPTION>
Total
Capacities In Which Cash Deferral Fees
Name of Entity Compensation Was Earned Paid of Fees Earned
- -------------- ----------------------- ---- -------- ------
<S> <C> <C> <C> <C>
Boettcher Reimbursement of direct - $16,512 $16,512
Affiliated general and administrative
Investors L.P. expenses
Boettcher Property Management Fee - $13,328 $13,328
Affiliated
Investors L.P.
</TABLE>
No form of non-cash remuneration was paid by the Partnership.
See Item 13 below with respect to a description of certain transactions of the
Managing General Partner and its affiliates with the Partnership.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the knowledge of the Partnership, no person or group owns
of record or beneficially more than 5% of the outstanding Units.
The Partnership has no directors or executive officers. To
the knowledge of the Partnership, no directors or officers of the Managing
General Partner or its affiliates currently own any Units.
There exists no arrangement, known to the Partnership, the
operation of which may at a subsequent date result in a change in control of
the Partnership.
32
<PAGE> 33
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership has no directors or executive officers. The
information required by Item 404 of Regulation S-K is set forth in Item 11,
Executive Compensation, as contained in this report.
The Partnership has a Management Agreement with the Managing
General Partner pursuant to which the Managing General Partner is responsible
for finding and negotiating the acquisition of suitable investments for the
Partnership, originating or purchasing mortgage loans and negotiating lease
terms for land lease transactions. The Managing General Partner is also
responsible for performing the day-to-day investment and administrative
operations of the Partnership and supervising the management and operation of
the Partnership's Properties. For such services, the Managing General Partner
is entitled to receive annual fees comprised of a Property Management Fee and a
Loan Servicing Fee as more fully discussed in Note 4 to the Financial
Statements as contained in Item 8 of this report. The Managing General Partner
earns such fees for services provided to the Partnership pursuant to the
Management Agreement and not by reason of its Partnership interest. The
Managing General Partner earned a Property Management Fee of $13,328 for the
fiscal year ended October 31, 1995.
Pursuant to the Partnership Agreement, the Managing General
Partner may be reimbursed by the Partnership for certain of its costs including
reimbursements for its allocable share of salaries of nonmanagement and
nonsupervisory personnel providing accounting, investor reporting and
communications and legal services to the Partnership, and the maintenance and
repair of data processing equipment used for or by the Partnership. Pursuant
to such provisions for services provided during the fiscal year ended October
31, 1995, the Managing General Partner is entitled to receive reimbursements
aggregating $16,512.
The Partnership Agreement provides for the net operating
income of the Partnership to be allocated to the partners in accordance with
their relative participation in distribution of operating cash flow. Operating
cash flow is allocated as follows: (i) to the limited partners to the extent
necessary to equal 9% simple interest on the adjusted capital contributions of
the limited partners; (ii) to the General Partners until they have received an
amount equal to 10% of the aggregate amount to be distributed for the period
under (i) and (ii); and (iii) any remaining balance, 10% to the General
Partners and 90% to the limited partners. Net operating cash flow for the
years ended October 31, 1995, 1994 and 1993 is less than the 9% preferred
return and, accordingly, net operating income for fiscal 1995, 1994 and 1993
has been allocated solely to the limited partners.
The Partnership Agreement provides for net capital income from
the sale or other disposition of Partnership properties to be allocated on a
cumulative basis as follows: (i) first, to the extent of gross income
applicable to prior depreciation deductions, 1% to the General Partners and 99%
to the limited partners; (ii) second, to each of the partners in accordance
with their relative participations in distributions of net proceeds and
repayment proceeds. Net capital loss is allocated 1% to the General Partners
and 99% to the limited partners.
33
<PAGE> 34
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1) Financial Statements
Independent Auditors' Report
Balance Sheets - October 31, 1995 and 1994
Statements of Operations -
Years ended October 31, 1995, 1994, and 1993
Statements of Partners' Capital -
Years ended October 31, 1995, 1994, and 1993
Statements of Cash Flows -
Years ended October 31, 1995, 1994 and 1993
Notes to Financial Statements
(2) Financial Statement Schedule
Independent Auditors' Report
Schedule III - Real Estate and Accumulated
Depreciation - October 31, 1995
Schedules, other than the one listed, are
omitted for the reason that they are
inapplicable or equivalent information has been
included elsewhere herein.
(b) Reports on Form 8-K
The Partnership filed a current report on Form 8-K
dated October 4, 1995 disclosing the sale of
Clackamas Corner Shopping Center. For further
discussion refer to Note 2 to the Financial
Statements as contained in Item 8 of this report.
34
<PAGE> 35
(c) Exhibits
NUMBER EXHIBIT
3 Limited Partnership Agreement of Registrant (1)
10.1 Inverness Income Joint Venture Agreement dated July
24, 1984 (2)
10.2 Purchase and Sale Agreement with Exhibits thereto
between The Cumberland Companies, Inc., as Seller,
and Inverness Income Joint Venture as Purchaser,
dated as of July 24, 1984 (2)
10.3 Land Lease Agreement with exhibits thereto, between
The Cumberland Companies Inc., Lessor, and Cumberland
Office Plaza Joint Venture, Lessee, dated July 31,
1984 (2)
10.4 Assignment and Assumption Agreement between Boettcher
Affiliated Investors L.P., Assignor, and Boettcher
Pension Investors Ltd., Assignee, dated October 5,
1984 (2)
10.5 Advisor's Consulting Agreement dated September 19,
1984 (2)
10.6 Advisor's Letter of Opinion dated September 19, 1984
(2)
10.7 Management Agreement (3)
10.8 Deed of Trust Note between Johansen Thackeray
MacKenzie Properties, Ltd. and Boettcher Pension
Investors Ltd. dated September 30, 1985 (4)
10.9 Deed of Trust, Security Agreement, Assignment of
Rents and Leases, and Financing Statement between
Johansen Thackeray MacKenzie Properties, Ltd. and
Boettcher Pension Investors Ltd. dated September 30,
1985 (4)
10.10 Loan Agreement between Boettcher Pension Investors
Ltd. and Johansen Thackeray MacKenzie Properties,
Ltd. dated September 30, 1985 (4)
10.11 Collateral Assignment and Security Agreement between
Boettcher Pension Investors Ltd. and Johansen
Thackeray MacKenzie Properties, Ltd. dated September
30, 1985 (4)
10.12 Guaranty dated September 30, 1985 executed by
individual general partners of Borrower (Armand D.
Johansen, Donald W. MacKenzie and John Thackeray)
(4)
10.13 Deed of Trust Note between Lindsay-Main Plaza and
Boettcher Pension Investors Ltd. dated March 13,
1986 (5)
35
<PAGE> 36
(c) Exhibits, continued
10.14 Deed of Trust, Security Agreement and Assignment
of Rents and Leases, between Lindsay-Main Plaza
and Boettcher Pension Investors Ltd. dated March
13, 1986 (5)
10.15 Loan Agreement between Boettcher Pension
Investors Ltd. and Lindsay-Main Plaza dated
March 13, 1986(5)
10.16 Guarantee dated March 13, 1986 as executed by the
individual general partners of borrower. (Steven
Shea, James Shea, Dennis Foley and Darryl Foley)
(5)
10.17 Purchase agreement dated May 8, 1986 between
Boettcher Pension Investors Ltd. and Westwood
Corporation(6)
10.18 Notice of Commencement of Case Under Chapter 11
of the Bankruptcy Code, Meeting of Creditors, and
Fixing of Dates dated March 20, 1992 (7)
10.19 Creditors Amended Plan of Reorganization and
Amended Disclosure Statement dated February 1993
(7)
10.20 Purchase and Sale Agreement for Clackamas
Corner(11)
28.7 Creditor's Amended Plan of Reorganization dated
January 27, 1993 (8)
28.8 Order On Motion for Valuation of Secured Claim
Held by California Federal Bank and Objections to
Claim No. 5 of California Federal Bank dated
April 13, 1993 (8)
28.9 Preliminary Order on Hearing on Confirmation of
Creditor's Amended Plan of Reorganization dated
April 13, 1993 (8)
28.10 Order Confirming Creditor's Amended Plan of
Reorganization dated April 14, 1993 (8)
28.11 Notice of Appeal to District Court dated April
23, 1993 (8)
28.12 Order on Boettcher Pension Investors Ltd.'s
Motion to Dismiss dated September 8, 1993(9)
28.13 Motion for Entry of Final Decree dated September
26, 1994(10)
28.13 Clarified Decision on Appeal dated July 15, 1994.
(12)
28.14 Supplemental Order Reconfirming the Order
Confirming Creditor's Amended Plan of
Reorganization. (12)
36
<PAGE> 37
(c) Exhibits, continued
(1) Incorporated by reference to Exhibit No. 3 to
Amendment No. 1 to Form S-11 Registration Statement
filed June 13, 1984 - File No. 2-91040.
(2) Incorporated by reference to Exhibits No. 10.1 through
10.6, respectively, to Post-Effective Amendment No. 1
to Form S-11 Registration Statement filed October 23,
1984 - File No. 2-91040.
(3) Incorporated by reference to Exhibit 10 to Amendment
No. 1 to Form S-11 Registration Statement filed June
13, 1984 - File No. 2-91040.
(4) Incorporated by reference to Registrant's Report on
Form 8-K dated September 30, 1985 (filed February 18,
1986).
(5) Incorporated by reference to Registrant's Report on
Form 8-K dated March 19, 1986.
(6) Incorporated by reference to Registrant's Report on
Form 8-K dated May 21, 1986.
(7) Incorporated by reference to Registrant's Report on
Form 10-K dated October 31, 1992.
(8) Incorporated by reference to Registrant's Report on
Form 10-Q dated April 30, 1993.
(9) Incorporated by reference to Registrant's Report on
Form 10-Q dated July 31, 1993.
(10) Incorporated by reference to Registrant's Report on
Form 10-K dated October 31, 1994.
(11) Incorporated by reference to Registrant's Report on
Form 8-K dated October 4, 1995.
(12) Incorporated by reference to Registrant's Report on
Form 10-Q dated September 13, 1994.
37
<PAGE> 38
INDEPENDENT AUDITORS' REPORT
THE PARTNERS
BOETTCHER PENSION INVESTORS LTD:
Under date of January 23, 1996, we reported on the balance sheets of Boettcher
Pension Investors Ltd. (a limited partnership) as of October 31, 1995 and 1994,
and the related statements of operations, partners' capital, and cash flows for
each of the years in the three-year period ended October 31, 1995, as contained
in the Partnership's annual report on Form 10-K for the year 1995. Inc
connection with our audits of the aforementioned financial statements, we also
audited the related financial statement Schedule III - Real Estate and
Accumulated Depreciation. This financial statement schedule is the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on this financial statement schedule based on our audit.
In our opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.
KPMG PEAT MARWICK LLP
Denver, Colorado
January 23,1996
38
<PAGE> 39
BOETTCHER PENSION INVESTORS, LTD.
(A Limited Partnership)
SCHEDULE III - Real Estate and Accumulated Depreciation
October 31, 1995
<TABLE>
<CAPTION>
Costs capitalized
PROPERTIES Initial cost (a) Subsequent to acquisition
Land and Buildings Equipment Land and Buildings Equipment
Mortgage improve- and and improve- and and
Payable ments Improvements Furnishings ments Improvements Furnishings
- ------------------------------------------------------------------------------------------------------------------------------------
SHOPPING CENTERS:
<S> <C> <C> <C> <C> <C> <C> <C>
Parkway Village
Provo, Utah $5,840,260 1,750,000 4,770,248 -- -- 15,517 --
Lindsay Main Plaza
Mesa, Arizonia -- 949,000 1,076,000 -- -- 21,242 --
---------- --------- ---------- ---- ---- ------- ----
Balances at
October 31, 1995 $5,840,260 2,699,000 5,846,248 0 0 36,759 0
====================================================================================================================================
<CAPTION>
Gross amount at close
PROPERTIES Other (c) of Period (a) and (b)
Land and Buildings Equipment Land and Buildings Equipment
improve- and and Improve- and and Accumulated
ments Improvements Furnishings ments Improvements Furnishing Total depreciation
- ------------------------------------------------------------------------------------------------------------------------------------
SHOPPING CENTERS:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Parkway Village
Provo, Utah -- -- -- 1,750,000 4,785,765 -- 6,535,765 (398,297)
Lindsay Main Plaza
Mesa, Arizonia (537,637) (549,190) -- 411,363 548,052 -- 959,415 (133,252)
-------- -------- ---- --------- --------- ----- --------- --------
Balances at
October 31, 1995 (537,637) (549,190) 0 2,161,363 5,333,817 0 7,495,188 (531,549)
====================================================================================================================================
<CAPTION>
Life on which
PROPERTIES depr. is computed
Date of Date of Buildings Equipment
construc- acquisi- and and
tion tion Improvements Furnishings
- ------------------------------------------------------------------------------------------------------------------------------------
SHOPPING CENTERS:
<S> <C> <C> <C> <C>
Parkway Village
Provo, Utah 1985 05-May-93 30 years 10 years
Lindsay Main Plaza
Mesa, Arizonia 1986 17-Nov-88 30 years 10 years
Balances at
October 31, 1995
====================================================================================================================================
</TABLE>
Notes:
(a) Properties were purchased or acquired through foreclosure during the
periods indicated above for cash and/or mortgage note payable.
(b) Reconciliation of the total amount at which real estate was carried:
<TABLE>
<CAPTION>
Balance at October 31,
------------------------
1995 1994
---- ----
<S> <C> <C> <C> <C>
Balance at beginning of period . . . . . . . . . . . . . . . . . $9,721,336 $9,705,819
Additions during period:
Acquistions through foreclosure . . . . . . 0 0
Other acquisitions. . . . . . . . . . . . . 0 0
Improvements, etc.. . . . . . . . . . . . . $792 $15,517
Other (describe). . . . . . . . . . . . . . 0 0
------------- -----------
792 15,517
------------- -----------
9,722,128 9,721,336
Deductions during period:
Cost of real estate sold. . . . . . . . . . 2,226,948 0
Other (describe). . . . . . . . . . . . . . 0 0
------------- -----------
2,226,948 0
Balance at close of period. . . . . . . . . . . . . . . . . . $7,495,180 $9,721,336
============= ===========
</TABLE>
(b) Reconciliation (continued)
Reconciliation of the total amount of accumulated depreciation:
<TABLE>
<CAPTION>
Balance at October 31,
1995 1994
<C> <C> <C> <C> <C>
Balance at beginning of period . . . . . . . . . . . . . . . . . . . ($1,002,590) ($761,140)
Additions during period:
Depreciation expense . . . . . . . . . . . . . . . ($237,919) ($241,450)
Other (describe) . . . . . . . . . . . . . . . . 0 0
------------ ------------
(237,919) (241,450)
------------ ------------
(1,240,509) (1,002,590)
Deductions during period:
Cost of real estate sold . . . . . . . . . . . . . (708,960) 0
Other (describe) . . . . . . . . . . . . . . . . . 0 0
------------ ------------
(708,960) 0
------------ ------------
Balance at close of period . . . . . . . . . . . . . . . . . . . . . ($531,549) ($1,002,590)
============ ============
</TABLE>
(c) Represents adjustment to the original purchase price by the seller of
Clackamas Corner.
Represents impairment of value related to Lindsay-Main Plaza and adjacent
land in Mesa, Arizonia.
(d) The aggregate cost for Federal income tax purposes at October 31, 1995
is $8,580,423.
(e) No intercompany profits are included in the total of column E.
See accompanying independent auditors' report.
39
<PAGE> 40
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
BOETTCHER PENSION INVESTORS LTD.
(Registrant)
By: Boettcher Affiliated Investors L.P.
Managing General Partner
By: Boettcher Properties, Ltd.
Managing General Partner
By: BPL Holdings, Inc.
Managing General Partner
By: /s/Thomas M. Mansheim
-------------------------
Thomas M. Mansheim,
Treasurer
Dated: January 29, 1996
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons (constituting
a majority of the Directors of the corporate General Partner of the
Registrant's Managing General Partner) on the 29th day of January, 1996 in the
capacities indicated below.
Name Capacities
---- ----------
JANET L. REALI Director and President of BPL Holdings,
Inc.; Principal Executive Officer
By: /s/Janet L. Reali Dated: January 29, 1996
----------------------
Janet L. Reali
DANIEL D. WILLIAMS Director and Vice President of BPL
Holdings, Inc.
By: /s/Daniel D. Williams Dated: January 29, 1996
-------------------------
Daniel D. Williams
THOMAS M. MANSHEIM Director and Treasurer of BPL Holdings,
Inc.; Principal Financial and Accounting
Officer of the Partnership
By: /s/Thomas M. Mansheim Dated: January 29, 1995
--------------------------
Thomas M. Mansheim
40
<PAGE> 41
No annual report or proxy materials have been sent to the limited
partners of the Partnership. An annual report will be sent to the limited
partners subsequent to this filing, and the Partnership will furnish copies of
such to the Commission when it is sent to the limited partners.
41
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000745895
<NAME> BOETTCHER PENSION INVESTORS, LTD.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> OCT-31-1995
<CASH> 515,751
<SECURITIES> 0
<RECEIVABLES> 127,870
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 8,582,007
<DEPRECIATION> (531,549)
<TOTAL-ASSETS> 7,704,500
<CURRENT-LIABILITIES> 0
<BONDS> 5,840,260
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,704,500
<SALES> 0
<TOTAL-REVENUES> 1,519,252
<CGS> 0
<TOTAL-COSTS> 1,249,965
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 557,948
<INCOME-PRETAX> 954,143
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 954,143
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
