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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BOETTCHER PENSION INVESTORS LTD.
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(Name of Registrant as Specified In Its Charter)
BOETTCHER PENSION INVESTORS LTD.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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BOETTCHER PENSION INVESTORS LTD.
77 West Wacker Drive
Chicago, Illinois 60601
NOTICE OF SPECIAL MEETING OF THE LIMITED PARTNERS
OF BOETTCHER PENSION INVESTORS LTD.
NOTICE IS HEREBY GIVEN that a Special Meeting of Limited Partners of
Boettcher Pension Investors Ltd., a Colorado limited partnership (the
"Partnership"), will be held at the Westin Tabor Center, 1200 Seventeenth
Street, Denver, Colorado, 80202, on November 13, 1997, at 2:00 p.m., Mountain
Standard Time, for the following purpose:
To consider and approve a proposal to sell substantially all of the
assets of the Partnership, comprised of the shopping center property
owned by the Partnership located in Provo, Utah, commonly known as
Parkway Village Shopping Center, and to subsequently liquidate and
dissolve the Partnership.
Only limited partners of record at the close of business on
October 3, 1997 are entitled to notice of, and to vote at the special meeting.
It is very important that all limited partners participate in the
voting. The Partnership's ability to complete the transaction discussed in the
Proxy Statement and make distributions to the limited partners in liquidation
and dissolution of the Partnership pursuant to the terms of the limited
partnership agreement is dependent upon the approval of limited partners owning
a majority in interest of the limited partnership units.
BPL Holdings, Inc., a Delaware corporation, as the managing general
partner of the general partner of the managing general partner of the
Partnership, urges you to sign and return the enclosed proxy as promptly as
possible and in any event by November 12, 1997. The proxy should be returned
in the enclosed envelope.
BPL Holdings, Inc., managing general partner of
Boettcher Properties, Ltd., general partner of
Boettcher Affiliated Investors, L.P., managing
general partner of the Partnership
Dated: October 8, 1997
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BOETTCHER PENSION INVESTORS, LTD.
PROXY STATEMENT
________________________
SPECIAL MEETING OF THE LIMITED PARTNERS
PURPOSE OF THE SPECIAL MEETING
On November 13, 1997, Boettcher Pension Investors Ltd., a Colorado
limited partnership (the "Partnership"), intends to hold a Special Meeting of
Limited Partners (the "Special Meeting") to consider a proposal to sell
substantially all of the assets of the Partnership, comprised of the shopping
center property owned by the Partnership located in Provo, Utah, commonly known
as Parkway Village Shopping Center (the "Property"), and to subsequently
liquidate and dissolve the Partnership. The sale of the Property is intended to
be made pursuant to the terms of a Purchase and Sale Agreement, as amended or
supplemented from time to time (the "Purchase and Sale Agreement"), dated
effective July 14, 1997 between the Partnership and Sussex Group, L.C., a Utah
limited liability company (the "Buyer"). The proposed sale of the Property is
described below in this Proxy Statement, which is first being mailed on October
8, 1997 to the limited partners (the "Limited Partners") of record as of
October 3, 1997.
The managing general partner of the Partnership is Boettcher
Affiliated Investors L.P. (the "Managing General Partner"). Boettcher
Properties, Ltd. ("BPL"), which is 98% owned by BPL Holdings, Inc. ("Holdings"),
is the general partner of the Managing General Partner. Holdings is the
managing general partner of BPL.
Upon the closing of the sale of the Property, the sale proceeds will
be used to repay the mortgage secured by the Property and expenses of sale.
Thereafter, the Managing General Partner will proceed to liquidate and dissolve
the Partnership, applying the remaining net proceeds from the sale of the
Property and any other funds of the Partnership in the following manner:
1. To the payment of remaining debts and liabilities of the
Partnership and expenses of liquidation;
2. To the setting up of cash reserves, if necessary, to cover any
contingent liabilities identified by the Managing General Partner arising out of
or in connection with the operations of the Partnership, including any
additional reserves to cover environmental remediation expenses and liabilities;
and
3. To distributions to the Limited Partners.
Once this liquidation has been completed, the operations of the Partnership will
cease and the Partnership will be dissolved.
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Based upon financial information as of July 31, 1997 and the estimated
distributions in liquidation and dissolution of the Partnership after the sale
of the Property, set forth below is a summary of cash distributions to the
Limited Partners to date, estimated distributions in liquidation and total
distributions (without regard to federal and state income taxes or any
additional reserves or expenses to cover environmental remediation liabilities)
per $1,000 unit:
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Distributions to date $ 722.01
Estimated distributions in liquidation 288.00
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Total estimated distributions per $1,000 Unit $1,010.01
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</TABLE>
Proxies in the form enclosed, properly executed and duly returned,
will be voted in accordance with the instructions thereon. Properly executed
proxies that are returned, but in which no direction on the proposal is given,
will be voted for the proposal. Proxies will be voted in the foregoing manner
with respect to any proposal to adjourn the Special Meeting. Proxies cannot be
revoked except by submitting a duly executed proxy bearing a later date or by
voting in person at the Special Meeting. Officers and other employees of
Holdings and/or its affiliates may solicit proxies by telephone, telefacsimile,
telegraph or personal interview, as well as by mail. No compensation will be
paid to any person for soliciting proxies. The cost of the solicitation will be
paid by the Partnership.
The Partnership has only one class of limited partners and no Limited
Partner has a right of priority over any other Limited Partner. The
participation of the Limited Partners is divided into limited partnership
interests and each Limited Partner owns one limited partnership interest (a
"Unit") for each $1,000 of capital contributed by such Limited Partner to the
Partnership.
As of July 31, 1997, the Partnership had 10,717 Units outstanding,
held by approximately 830 holders of record. There is no established trading
market for the Units. The Partnership is not aware of any person or group of
persons who beneficially owns more than 5% of the outstanding Units. An
affiliate of the Managing General Partner and Holdings owns two Units and such
affiliate intends to vote these Units in favor of the proposed sale of the
Property and subsequent liquidation and dissolution of the Partnership. None of
the officers or directors of Holdings own any Units. Only Limited Partners of
record at the close of business on October 3, 1997 will be entitled to notice
of and to vote at the Special Meeting.
The Board of Directors of Holdings, on its own behalf and as the
managing general partner of the general partner of the Managing General Partner,
unanimously approved the proposed sale of the Property and the subsequent
liquidation and dissolution of the Partnership and recommends that the Limited
Partners approve the sale of the Property and the subsequent liquidation and
dissolution of the Partnership. The sale of the Property and subsequent
liquidation and dissolution of the Partnership is the proposal that is the
subject of this proxy solicitation, and such proposal will be adopted only if
approved by Limited Partners owning a majority in interest of the Units. Each
Unit is entitled to one vote on the proposal.
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PROPOSED SALE OF ASSETS
Forward-Looking Statements
This Proxy Statement contains forward-looking statements (within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended)
representing the Managing General Partner's current expectations and beliefs
concerning future events. When used in this Proxy Statement, the words "may,"
"will," "should," "continue," "believe," "estimate," "plan," "expect," "intend,"
"anticipate," or the negation thereof or other variations thereon or comparable
terminology as they relate to the Partnership or its management, are intended to
identify forward-looking statements. The matters set forth in such forward-
looking statements constitute statements identifying important factors with
respect to this Proxy Statement, including certain risks and
uncertainties that could cause actual results to differ materially from those in
such forward-looking statements. The actual results of the Partnership could
differ materially from those indicated by the forward-looking statements because
of various risks and uncertainties related to and including, without limitation,
the Partnership's ability to sell its remaining real estate investment, the
levels of rental income and expenses relating to its real estate investment, and
the extent of additional costs to complete environmental remediation at its
remaining property. These risks and uncertainties are beyond the ability of the
Managing General Partner to control; in many cases, the Managing General Partner
cannot predict the risks and uncertainties that could cause actual results to
differ materially from those indicated by the forward-looking statements.
Description of the Property
The Property is located at 2255 North University Parkway, Provo, Utah.
The Property, improved in the summer of 1984, consists of approximately 10.05
acres of land and four buildings containing approximately 102,000 square feet of
net rentable area.
The Property is adequately maintained. No major capital improvements
have been requested by the Buyer as a condition of sale; however, the original
price of the Property was reduced by $100,000 through negotiations between the
Buyer and the Partnership as a result of the potential cost of certain
anticipated maintenance and repairs of the Property relating to parking lot and
shopping center roof. In the event the proposed sale does not occur, it is
anticipated that the parking lot and shopping center roof would require
maintenance in the next one to two year period. The cost estimates for this
maintenance range from $350,000 to $400,000. Additionally, as discussed below
under "Factors Affecting Decision to Sell the Property," it is anticipated that
the Property will incur additional maintenance costs in the future as the
Property ages.
Acquisition of the Property by the Partnership
On September 30, 1985, the Partnership funded a $2,582,000
participating subordinated mortgage loan on the Property. The loan was secured
by a Deed of Trust and assignment of rents from the Property and was subordinate
to the interest of the holders of $7,615,000 of Industrial Development Revenue
Bonds ("IDRB's") issued in connection with
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development of the Property, which were secured by a letter of credit issued by
California Federal Bank ("Cal Fed") and a surety agreement provided by
Industrial Indemnity ("Indemnity"). The Partnership's loan was also secured by
the joint and several personal guarantees of the three individual general
partners of the borrower, Johansen, Thackeray, MacKenzie Properties, Ltd.
("JTM").
On November 15, 1991 Cal Fed's letter of credit and Indemnity's surety
agreement, both of which secured the IDRB's, were scheduled to expire. JTM
attempted to extend both the letter of credit and surety agreement; however,
both Cal Fed and Indemnity declined to extend their agreements. As a result, on
November 15, 1991 Cal Fed's letter of credit was drawn by the IDRB's trustee in
the amount of $7,615,000 and the bondholders were paid in full. Under the bond
documents, JTM was required to reimburse Cal Fed for amounts advanced by Cal Fed
under its letter of credit. JTM did not have the funds to reimburse Cal Fed
and, as a result, Cal Fed initiated a foreclosure proceeding by filing suit in
the Fourth Judicial District Court of Utah County, State of Utah, against JTM.
In addition, Cal Fed proceeded against JTM under the power of sale provisions in
their Deed of Trust on the Property.
On December 6, 1991 Cal Fed filed a Notice of Default related to the
IDRB's in the official records of Utah County, State of Utah. In order to
protect the Partnership's investment in the Property, the Partnership filed an
Involuntary Petition under Chapter 11 of the United States Bankruptcy Code in
the District of Utah Central Division against JTM on March 20, 1992. Due to the
uncertainties related to the Partnership's ability to restructure the financing
on the Property and/or acquire the Property through a Plan of Reorganization in
the Bankruptcy Court, the Partnership recorded an allowance for loss on loan in
the amount of $2,617,171 (the carrying value of the Property) during fiscal
1992. In addition, as a result of past operating deficits generated by the
Property, the borrower was delinquent in the payment of interest owed to the
Partnership and was in default on the promissory note payable to the
Partnership. The borrower owed the Partnership $421,572, representing the
deficiency in interest payments for the 44 months ended March 1992. Further
accrual of interest on this loan was suspended as a result of the borrower's
involuntary bankruptcy in March 1992. As a result of the borrower's default and
the uncertainties related to the eventual recovery from the guarantors of this
past due interest, a reserve for uncollectible interest in the amount of
$421,572, representing all accrued interest receivable, was recorded in fiscal
1992.
The Partnership filed a Plan of Reorganization and Disclosure
Statement as a major creditor of JTM on November 16, 1992, as amended
subsequently, whereby the Partnership sought to obtain ownership of the
Property.
On May 5, 1993, the Partnership acquired the Property from JTM in
accordance with an Order Confirming Creditor's Amended Plan of Reorganization
issued by the United States Bankruptcy Court for the District of Utah Central
Division. Thus, all legal proceedings with respect to this matter were
terminated and the Partnership became the owner of the Property, free from any
claims asserted by any party to the Bankruptcy Court proceedings.
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Description of Buyer
The Buyer is Sussex Group, L.C., a Utah limited liability company. The
principal executive offices of Buyer are located at 185 South State Street,
Suite 360, Salt Lake City, Utah 84111, and its telephone number is (801) 532-
7448. To the knowledge of the Managing General Partner, the Buyer and its
affiliates are unrelated to the Partnership and its affiliates.
Purchase Price
Pursuant to the terms and conditions of the Purchase and Sale
Agreement, the Partnership has agreed to sell the Property to the Buyer upon
approval of Limited Partners owning a majority in interest of the Units. Subject
to the adjustments described below, the purchase price for the Property is
$8,500,000.
The purchase price for the Property will be adjusted as of the closing
date with respect to all items of income and expense associated with the
operation of the Property. These adjustments will reflect that all expenses and
income attributable to the period on or after the closing date will be
allocated to the Buyer and those prior to the closing date will be allocated to
the Partnership. At closing, all principal and interest on indebtedness
relating to the Property will be repaid, which is estimated to total
approximately $5,670,000 (assuming a closing date of November 17, 1997). See
"Distributions in Liquidation of the Partnership." In addition, the Buyer will
be credited with, or the purchase price reduced for, certain liabilities
relating to the Property at closing including, among others, the amount of
refundable tenant security deposits owed to tenants of the Property. See Note 2
of the Notes to Unaudited Pro Forma Financial Information for a detailed
description of the estimated closing adjustments.
Upon closing, a sales commission will be paid to Professional
Investment Advisors (the "Broker"), the Partnership's exclusive listing agent
for the sale of the Property. Under the listing agreement, the Broker will be
paid 3 1/2% of the first $8,000,000 of the purchase price and 4 1/2% of the
purchase price exceeding $8,000,000. Based upon the $8,500,000 purchase price
of the Property, the sales commission will equal $302,500. The Broker is
unrelated to the Partnership and its affiliates.
In connection with the execution of the Purchase and Sale Agreement,
the Buyer deposited $100,000 into escrow as an earnest money deposit. The Buyer
completed its due diligence review of the Property and according to the terms of
the Purchase and Sale Agreement its earnest money deposit became "non-
refundable" on August 25, 1997, unless the Purchase and Sale Agreement is
terminated for a failure of a condition precedent to the Buyer's obligation. If
the Purchase and Sale Agreement is terminated by the Buyer for a failure of a
condition precedent to the Buyer's obligation, in addition to the return of the
deposit, the Partnership will be obligated to reimburse the Buyer for all
reasonable out-of-pocket costs and expenses actually incurred by the Buyer in
performing its due diligence with respect to the Property, but such
reimbursement shall not exceed $50,000. Currently, the closing of the sale is
expected to occur no later than 30 days after the sale is approved by the
Limited Partners.
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Conditions to Closing
Because the closing of the Purchase and Sale Agreement is conditioned
upon, among other things, the approval of Limited Partners owning a majority in
interest of the Units, there can be no assurance that the proposed sale will
occur. The Buyer's further obligations under the Purchase and Sale Agreement are
subject to, among other things, the satisfaction of certain conditions
including, approval of the transaction by Limited Partners owning a majority in
interest of the Units on or before November 17, 1997 and the accuracy of the
Partnership's representations and warranties under the Purchase and Sale
Agreement.
The Partnership's further obligations under the Purchase and Sale
Agreement are subject to, among other things, approval of the transaction by
Limited Partners owning a majority in interest of the Units on or before
November 17, 1997, and the Buyer's payment of the purchase price for the
Property.
Regulatory Compliance
There are no federal or state approvals required and no federal or
state regulatory requirements which must be met in order to close the sale of
the Property under the Purchase and Sale Agreement.
Factors Affecting Decision to Sell the Property
General. The Managing General Partner's determination that the sale
of the Property under the terms set forth in the Purchase and Sale Agreement is
advantageous to the Partnership is based primarily upon the following factors:
(i) the fairness of the purchase price; (ii) the current strength of the Provo,
Utah, real estate market; (iii) the potential for increased maintenance and
capital improvement costs in future years as the Property ages; and (iv) the
potential for increased competition for anchor tenants.
Notwithstanding the Managing General Partner's recommendation to
approve the sale of the Property to the Buyer, consideration should be given to
certain disadvantages of a current sale. The Managing General Partner has
identified the following as possible disadvantages of the sale of the Property
as described herein: (i) the possibility of obtaining a higher price from the
sale of the Property to other buyers; (ii) the possibility of continuing
improvement in the Provo, Utah real estate market to the extent that such
improvement might result in materially higher net proceeds from a sale of the
Property in the future; (iii) the possibility that future maintenance and
capital improvement costs will be more than offset by future appreciation of
and/or increases in revenues generated by the Property; and (iv) the recognition
of taxable gain resulting from a sale of the Property in 1997 rather than in a
future year.
Purchase Price. The Managing General Partner believes that the
$8,500,000 purchase price for the Property represents a fair price to the
Partnership based on the (i) extensive marketing of the Property to many
potential buyers utilizing the office of the
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Broker, and (ii) the purchase price of the Property being virtually equal to the
most recent appraised value of the Property as determined by an independent real
estate appraisal firm.
After the decision was made to attempt to sell the Property, several
real estate brokerage firms were interviewed, not only to determine their
capability, but to elicit their opinions as to market conditions, pricing
considerations and timing factors. The Managing General Partner then considered
whether the Property should be marketed directly to potential buyers or through
one of the brokerage firms that had been interviewed. The Managing General
Partner decided that it would be appropriate to list the Property with a real
estate brokerage firm to provide the greatest exposure of the Property to the
marketplace. Although this required paying a commission to a broker, the
Managing General Partner believed that the broader exposure could result in a
higher purchase price.
The Broker was selected from this process based on the ability and
experience of the individual directing the marketing effort and his thorough
knowledge of the market for commercial properties in the Provo, Utah area. In
marketing the Property, the Broker utilized his extensive contacts and database
of past and current buyers of properties similar to the Property.
As a result of the marketing process, the Partnership received four
offers to purchase the Property. Based on the bid price, reputation of the
proposed purchaser, and ability to consummate the transaction, three buyers were
given the opportunity to submit a final and best offer. To ensure that these
buyers had maximum information regarding the Property, a comprehensive package
of information was submitted to each of them. Final and best offers were then
submitted to the Broker, from which the final and best offer for the Property
was selected. To the knowledge of the Managing General Partner, the offer
submitted by the Buyer was the highest cash offer for the Property.
Complete appraisals of the Property by the independent real estate
appraisal firm of Joseph J. Blake and Associates, Inc. were prepared in
connection with prior annual audits of the Partnership's financial statements.
A summary of the results of the appraisals follows:
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Date of
Appraisal Appraised Value
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<S> <C>
10/31/96 $8,600,000
10/31/95 8,600,000
10/31/94 8,500,000
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These appraisals conform to the Uniform Standards of Professional
Appraisal Practice and were each prepared by an individual appraiser with the
MAI designation from the Appraisal Institute. There is no relationship between
the Partnership, the Managing General Partner, BPL, Holdings or the officers and
directors of any of their respective affiliates, and the appraiser, other than
as client and appraiser.
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The purpose of the appraisals was to estimate the market value of the
fee simple estate of the Property. The appraisals were primarily based upon an
inspection and evaluation of the physical condition of the Property,
investigation into the surrounding shopping center markets, including a review
of the rents received by and recent sales of comparable properties, and an
analysis of and capitalization of the estimated future income streams to be
generated by the Property.
Notwithstanding the Managing General Partner's belief that the
purchase price of the Property, based upon the extensive marketing of the
Property and the most recent independent appraisals, is fair, there are no
assurances that the Partnership would not be able to obtain a higher price from
a sale of the Property to other buyers or in the future.
Market Conditions and Competition for Tenants. The strategy of
marketing the Property was initially prompted by improving market conditions in
the Provo, Utah area, and the fact that the investment in the Property was
beyond the seven to ten year holding period anticipated at the time of its
acquisition. Average shopping center occupancies in Provo, Utah have remained
above 97% from 1994 to 1997, while average monthly rents increased in that same
period by approximately 18%, despite a 9% increase in total square feet in the
market. Although these and other improvements in the market benefited the
operating results of the Property, it also created an environment in which
developers began to build new shopping center complexes. Construction of new
shopping center space has added over 350,000 square feet of space in the past
four years. In addition to this retail space, a regional mall, high-end retail
center, and grocery superstore are being constructed at this time or have been
recently completed. This trend is expected to continue. The prospect of added
competition from newer projects, the need to complete certain anticipated
maintenance of the Property in the next one to two years to remain competitive
in the marketplace, and an increasing number of sales of similar properties in
the market resulted in a decision to explore the feasibility of a sale of the
Property.
While the Provo, Utah, shopping center market and interest by
investors in the market is currently strong, it appears that the construction
phase of the real estate cycle has also accelerated and, as a result, a greater
supply of shopping centers will mean greater competition, potentially lower
occupancy levels and rents and, potentially, reduced cash flow from the
Property.
Therefore, the Managing General Partner does not believe, especially
in light of the ongoing environmental remediation at the Property (see
"Environmental Matters"), that the value of the Property will increase in the
foreseeable future materially above the net sale price to be realized by the
Partnership pursuant to the Purchase and Sale Agreement. Despite this belief,
however, there are no assurances that the Provo, Utah, shopping center market
will not continue to improve to the extent that a future sale would generate
materially higher net proceeds to the Partnership than the amount to be realized
from the sale of the Property to the Buyer.
Maintenance Costs and Capital Improvement Costs. Generally, in the
initial years after the construction of a shopping center, maintenance costs are
low. As a shopping center ages, maintenance costs increase in order to preserve
the physical quality of the property and
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to compete with newer shopping centers. The Property is in excess of 12 years
in age and the Managing General Partner expects that the Property will require,
over the next one to two year period, from $350,000 to $400,000 of maintenance
and capital improvement expenditures for parking lot and roof repairs to
maintain the competitive position of the Property. The original price of the
Property was reduced by $100,000 through negotiations between the Buyer and the
Partnership as a result of these anticipated expenditures.
There are no assurances that the actual costs of completing the
maintenance and capital improvement projects discussed above will not be more or
less than the estimates provided or that additional maintenance expenses will
not be required. Further, there are no assurances that such maintenance and
capital improvement expenditures would not be more than offset by future
appreciation of and/or revenue generated by the Property.
Tax Matters. With regard to ongoing tax benefits related to the
ownership of the Property, the Managing General Partner believes that most non-
tax exempt Limited Partners are unable to use losses generated by these
investments due to the limitations on the deductibility of passive activity
losses imposed by the Tax Reform Act of 1986. Thus, other than a deferral of
the gain related to a sale of the Property, most Limited Partners likely will
derive no significant tax benefits from a longer holding period.
The major disadvantage to most non-tax exempt Limited Partners of a
current sale of the Property and dissolution of the Partnership from a tax
standpoint is the realization of the gain on the sale in 1997. If the sale of
the Property was accomplished in a future year, a Limited Partner's tax
liability related to the gain from a sale of the Property would be deferred to
that year. With regard to tax exempt Limited Partners, the sale of the Property
will create unrelated business taxable income. See "Federal Income Tax
Consequences" below for a detailed presentation of the estimated tax
consequences of the sale.
Summary. Based upon (i) the Managing General Partner's determination
that the purchase price for the Property is fair, (ii) the current and
anticipated future status of the Provo, Utah, real estate market, (iii) the
anticipation of increased future maintenance and capital improvement costs which
may not be offset by appreciation of and/or revenue generated by the Property,
and (iv) the elimination of the tax benefits to non-tax exempt Limited Partners
associated with ownership of the Property, the Managing General Partner has
determined that the proposed sale of the Property in accordance with the
Purchase and Sale Agreement and subsequent liquidation and dissolution of the
Partnership is in the best interests of the Partnership.
Environmental Matters
In fiscal 1995, a non sudden release of a dry cleaning solution,
tetrachloroethylene ("PERC"), was reported by the dry cleaning tenant (the
"Tenant") at the Property to the State of Utah Department of Environmental
Quality ("DEQ"). The Tenant, utilizing the services of an environmental
consulting firm, investigated 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
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Partnership, as owner of the Property, would be required to complete the needed
remediation. The Partnership has been advised that groundwater contamination
has occurred and the Partnership, on behalf of and in cooperation with the
Tenant, is in the process of determining the method, cost and timing of required
soil and groundwater remediation measures. The Partnership has spent
approximately $78,000 to date on testing as well as legal representation in
connection with the PERC release. As of the date of this Proxy Statement, the
Tenant has failed to reimburse the Partnership for expenses of remediation. The
Partnership has filed suit against the Tenant to recover its remediation
expenses; however, there can be no assurance that the Partnership will recover
any or all of such expenses from the Tenant.
The existence of the PERC contamination has limited the potential
buyers of the Property. Specifically, it has prevented marketing to many
institutional buyers and public real estate investment trusts. The Partnership
had to focus its marketing efforts on entrepreneurial investors who were not
subject to financing or other constraints due to environmental remediation
issues.
Pursuant to the Purchase and Sale Agreement, the Buyer is purchasing
the Property "as is" from the Partnership. The Buyer has investigated the
Property thoroughly and is aware of and has evaluated the environmental
remediation requirements with respect to the Property. The Buyer has released
the Partnership from any and all claims it may have against the Partnership with
respect to environmental remediation matters; however, the Partnership will
remain liable to the extent provided by law for any environmental remediation
relating to its period of ownership of the Property, subject to its right to
recover from the Tenant.
Subsequent to closing the sale of the Property and prior to complete
liquidation and dissolution of the Partnership, the Managing General Partner
intends to complete all environmental remediation required by applicable
regulatory authorities. The Managing General Partner is unsure of the time
required to complete all environmental remediation to the satisfaction of
applicable regulatory authorities. The Partnership will continue to bear the
cost of environmental remediation of the Property through completion of such
activities. The Managing General Partner intends to retain a reserve, adequate
to fund all anticipated environmental remediation costs, from cash available to
the Partnership until such time as such costs are fully funded. In addition,
upon completion of environmental remediation of the Property, the Managing
General Partner may purchase environmental insurance for the benefit of the
Partnership to insure the Partnership against any future claims for
environmental matters. The cost and coverage of such environmental insurance
will be determined by the Managing General Partner in its discretion and the
premiums will be paid from Partnership funds. After completion of the foregoing
and such other steps as the Managing General Partner may determine necessary to
adequately provide for all existing and potential environmental liabilities of
the Partnership, a final distribution and liquidation of the Partnership will be
made and the Partnership dissolved. Therefore, Limited Partners may expect an
initial distribution after closing of the sale of the Property of cash available
for distribution (less cash retained by the Partnership to maintain adequate
reserves) and a subsequent distribution upon completion of environmental
remediation as described above.
10
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The Managing General Partner is unable at this time to estimate the
full extent of additional expenses that may be incurred. Due to groundwater
contamination, the Partnership may incur significant additional remediation
costs. The estimate of costs and their timing of payment could change as a
result of (i) changes to a remediation plan required by the DEQ, (ii) changes in
technology available to treat the site, (iii) unforeseen circumstances existing
at the site and (iv) differences between actual inflation rates and rates
assumed in preparing the estimate.
Projected Operations of the Partnership
Historically, the Partnership has not incurred cash flow deficits.
However, as a result of the sale of Partnership properties and environmental
remediation costs being incurred by the Partnership, the Partnership is
currently operating on a marginal break-even basis. If the operating results of
the Partnership were to deteriorate or the Partnership incurred substantial
additional costs for environmental remediation or capital expenditures, the
Partnership may require funds in excess of Partnership cash reserves to support
these expenditures. The Managing General Partner has no obligation to make
advances to the Partnership. To the extent that positive cash flow is generated
and the Property is not sold, the Managing General Partner intends to maintain
necessary cash reserves, repay amounts payable to the Managing General Partner,
and thereafter make distributions to the Limited Partners.
The Managing General Partner believes that a sale of the Property at
this time is advantageous to the Partnership by avoiding the possibility of
future cash flow deficits, providing funds to the Partnership to repay its
outstanding debt (including debt owed to the Managing General Partner) and to
make distributions to the Limited Partners.
The mortgage payable on the Property in the amount of $5,699,528 is
secured by a first deed of trust and is nonrecourse to the Partnership. The
carrying value of the Property at July 31, 1997 was $6,041,334. The interest
rate on the loan was 9.5% and matures May 5, 2003.
Certain Effects of the Sale
Upon consummation of the sale of the Property, the proceeds of the
sale will be used to repay the mortgage note secured by the Property and
expenses of such sale. The expenses of the sale are estimated at $377,500 and
are comprised of a sales commission ($302,500) and estimated title, legal fees
and other expenses ($75,000).
The Partnership will then apply the remaining net proceeds from the
sale of the Property and any other funds of the Partnership to the payment of
remaining debts and liabilities of the Partnership (including amounts owed to
the Managing General Partner, which totalled $106,310 on July 31, 1997,
including cash advances of $59,310, deferred fees earned of $21,010 and unpaid
administrative expenses of $25,990), the expenses of liquidation and to the
setting up of cash reserves, if necessary, to cover contingent liabilities
arising out of or in connection with the operations of the Partnership
(including reserves to cover environmental remediation
11
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expenses and liabilities). The amount owed to the Managing General Partner will
be reduced by the $15,464 negative capital account of the Managing General
Partner generated from the sale of the Property, resulting in a net payable to
the Managing General Partner of $90,846. The remaining amounts will be
distributed to the Limited Partners in one or more distributions. The timing and
amount of the final distribution in liquidation of the Partnership will depend
upon resolution of environmental remediation liabilities. See "Environmental
Matters." Based upon the pro forma financial information as of July 31, 1997,
the Limited Partners would receive approximately $3,095,018, or $288 per Unit
(without reduction for additional environmental remediation expenses).
Neither Colorado law nor the Partnership Agreement afford dissenters'
or appraisal rights to the Limited Partners in connection with the proposed sale
of the Property. If the proposed transaction is approved by Limited Partners
owning a majority in interest of the Units, all Limited Partners will receive a
distribution in accordance with the procedures prescribed by the Partnership
Agreement.
It is anticipated that if the proposed transaction is not consummated,
the Managing General Partner will continue to manage the Property on behalf of
the Partnership until such time as the Property is sold.
Accounting Treatment
Upon closing the sale of the Property and subsequent liquidation of
the Partnership, the Partnership currently estimates that it will realize a net
gain for accounting purposes of approximately $2,024,338.
Federal Income Tax Consequences
The purpose of the following discussion of Federal income tax
consequences is to inform the Limited Partners of the anticipated Federal income
tax consequences to the Limited Partners arising from the sale of the Property
and the subsequent liquidation and dissolution of the Partnership. The tax
information included herein was prepared by the Managing General Partner. The
tax information is taken from tax data compiled by the Managing General Partner
in its role as the Partnership's tax administrator and is not based upon the
advice or formal opinion of counsel or any other independent tax advisor. The
tax discussion that follows is merely intended to inform the Limited Partners of
anticipated Federal income tax consequences and should not be considered tax
advice. The following discussion does not take into consideration any state
income tax consequences.
The tax estimates presented in this section utilize two different tax
rate scenarios ("Higher" and "Lower") in an effort to provide Limited Partners
with a range of the tax consequences experienced to date related to their
investment in the Partnership and the tax consequences resulting from the sale
of the Property and subsequent liquidation and dissolution of the Partnership
contemplated herein. It is possible that Limited Partners' individual tax
situations will vary from the scenarios presented and as a result Limited
Partners are encouraged to review the consequences of the sale with their tax
advisor.
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Through December 31, 1996, the Limited Partners have received the
following estimated tax expense/(benefit):
<TABLE>
<CAPTION>
Higher Lower
Tax Rates Tax Rates
---------- ---------
<S> <C> <C>
Gross Tax Expense/(Benefit) $(25,393) $39,447
======== =======
Expense/(Benefit) Per $1,000 Unit $ (2) $ 4
======== =======
</TABLE>
These estimates are based on the following assumptions:
(a) Each Limited Partner was allocated the same amount of gain, loss,
income, or deduction per Unit in the initial year of the Partnership
whereas the actual amount of income allocated during the initial year
was different based upon the day on which the Limited Partner acquired
an interest in Units of the Partnership.
(b) The passive activity losses generated by the Partnership were fully
deducted in the year the losses were generated.
(c) There were no limitations on the deductibility of capital losses.
Capital losses were fully deducted in the year in which they were
generated.
(d) Tax rates per year:
<TABLE>
<CAPTION>
Higher Lower
Year Tax Rates Tax Rates
----------- ---------- ----------
<S> <C> <C>
1984-1986 40% 25%
1987-1997 28% 15%
</TABLE>
13
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The sale of the Property and liquidation and dissolution of the Partnership
will result in a net gain for Federal income tax purposes in 1997. The amount
of this net gain allocated to the Limited Partners is estimated to be
$1,925,088. The Managing General Partner estimates that the composition of this
gain and the Federal income tax liability or benefit related thereto will be as
follows:
<TABLE>
<CAPTION>
Per Unit
-------------
Higher Lower
Tax Tax
Total Rates Rates
------------- ------ -----
<S> <C> <C> <C>
Ordinary loss $ (93,111) -- --
Section 1231 gain/1/ 2,114,388 -- --
Long-term capital loss (96,189) -- --
----------
Net gain allocated to
Limited Partners 1,925,088 -- --
==========
Federal income tax
liability - no passive
activity loss
carryforward/2/ -- $50 $27
=== ===
</TABLE>
/1/ Generally, Section 1231 gain is treated as long-term capital gain. The
maximum tax rate on capital gains in 1997 is 28 percent, whereas the
maximum tax rate in 1997 on ordinary income is 39.6 percent.
/2/ This Federal income tax calculation assumes:
(a) The passive activity losses generated by the Partnership in prior
years were fully deducted in the year the losses were generated.
(b) There are no limitations on the deductibility of the long-term
capital loss. Capital losses were fully deducted in the year the
losses were generated.
(c) The calculation is as follows:
<TABLE>
<CAPTION>
Higher Lower
Tax Rates Tax Rates
--------- ---------
<S> <C> <C>
Assumed Federal tax rate 28% 15%
Total income allocated (per Unit) $180 $180
Federal income tax (per Unit) $ 50 $ 27
</TABLE>
14
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If the passive activity losses generated by the Partnership in prior
years were not utilized to offset passive activity income, these losses may be
fully deducted in 1997, generating additional tax benefit. In addition, the
Limited Partners' share of Partnership syndication costs is $943,870 ($88 per
Unit). These costs have never been deducted by the Partnership and are not
included in the 1997 long-term capital loss figure. Please consult your tax
advisor to discuss the proper treatment of these costs upon the liquidation of
the Partnership and final distribution corresponding to your Partnership
interest.
The preceding tax discussion assumes the Limited Partner is a taxable
entity. For tax-exempt Limited Partners such as IRAs, certain pension and
profit-sharing plans and other tax-exempt entities, the unrelated business
taxable income ("UBTI") allocable to the Limited Partners from the sale of the
Property and the liquidation and dissolution of the Partnership is estimated as
follows:
<TABLE>
<CAPTION>
Total Per Unit
------------- ------------
<S> <C> <C>
UBTI from sale of the Property $2,110,376 $197
Loss from operations (93,111) (9)
</TABLE>
Tax-exempt entities subject to UBTI should consult their tax advisor for the
treatment and reporting of the UBTI from the sale of the Property, the loss from
operations and the tax consequences of the liquidation and dissolution of the
Partnership and final distribution corresponding to their Partnership interest.
Interests of Certain Persons in the Purchase and Sale Agreement
After the payment of the remaining liabilities of the Partnership and
the expenses of liquidation and the establishment of cash reserves as the
Managing General Partner determines appropriate to cover potential contingent
liabilities (see "Environmental Matters"), the Managing General Partner intends
to distribute all of the available funds of the Partnership. Included in the
remaining liabilities of the Partnership are the net amounts owed to the
Managing General Partner for cash advances made to the Partnership, deferred
fees earned, and unpaid administrative expenses reduced by the negative capital
account balance of the Managing General Partner resulting from the sale of the
Property. These net amounts totalled $90,486 as of July 31, 1997, and will be
adjusted for any additional liabilities of the Partnership to the Managing
General Partner through closing. See "Distributions in Liquidation of the
Partnership" below.
Pursuant to the Partnership Agreement, the Managing General Partner is
not permitted to grant to itself or to any affiliate an exclusive listing for
the sale of Partnership properties. The Managing General Partner will not
receive a sales commission or fee associated with the sale of the Property.
None of the officers, directors, employees or affiliates of Holdings will
receive any incentive compensation related to the sale of the Property.
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Distributions in Liquidation of the Partnership
The following is a brief summary of the Partnership's estimated
distributions in liquidation of the Partnership after the sale of the Property.
All of the following selected financial information is based upon amounts as of
July 31, 1997, and certain estimates of liabilities at closing (assuming a
closing date of November 15, 1997). The estimated distributions do not take
into consideration federal or state income tax liabilities or additional
environmental remediation expenses. Final results may differ from these
estimates. A more detailed discussion of the financial consequences of the sale
of the Property and liquidation of the Partnership is set forth below under the
caption "Unaudited Pro Forma Financial Information." All Limited Partners are
encouraged to review carefully the unaudited pro forma financial statements and
notes thereto.
If the Limited Partners owning a majority in interest of the Units
approve the proposed sale of the Property and the liquidation and dissolution of
the Partnership and the transaction is closed, the Partnership will distribute
the available funds of the Partnership pursuant to the terms of the Partnership
Agreement. The estimated available funds of the Partnership after the sale of
the Property and subsequent dissolution do not include additional expenses for
environmental remediation.
<TABLE>
<CAPTION>
Total
---------------
Estimated Distribution to Limited Partners:
- -------------------------------------------
<S> <C>
Total contract sale price $ 8,500,000
Selling commission (302,500)
Other expenses of sale (primarily legal fees and title insurance) (75,000)
Less: Current liabilities of Parkway (including mortgage payable) (5,821,675)
-----------
Adjusted cash received 2,300,825
Add: Current liquid assets of the Partnership 900,039
Less: Outstanding debt to Managing General Partner (90,846)
Estimated expenses of liquidation and dissolution (15,000)
-----------
Estimated Cash available for final distribution $ 3,095,018
===========
Estimated Distribution to Limited Partners per $1,000 unit $ 288
===========
</TABLE>
16
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Based upon financial information available at July 31, 1997, set forth
below is a summary of all cash distributions that will have been made to Limited
Partners from the inception of the Partnership through the distribution of the
estimated available cash in liquidation and dissolution of the Partnership
(without regard to additional environmental remediation expenses).
<TABLE>
<CAPTION>
Aggregate Distribution
Distribution per $1,000 Unit
--------------------- ---------------------
<S> <C> <C>
Actual Partnership Distributions from
Net Operating Cash Flow to Date $ 7,737,873 $ 722.01
Estimated Partnership Distributions in
Liquidation of the Partnership 3,095,018 288.00
----------- ---------
Total Estimated Cash Distributions to the
Limited Partners $10,832,891 $1,010.01
=========== =========
</TABLE>
Based upon financial information available at September 10, 1997, set
forth below is an estimate of the cumulative per Unit Federal income tax
results, for taxable persons, and cash distributions during the life of the
Partnership assuming the sale of the Property and estimated distribution of
available cash in liquidation and dissolution of the Partnership (without regard
to additional environmental remediation expenses).
<TABLE>
<CAPTION>
Higher Lower
Tax Rates(1) Tax Rates(1)
--------------------- ---------------------
<S> <C> <C>
Federal Income Tax Results
Ordinary Income $ 67 $ 41
Capital Loss (68) (36)
Section 1231 Gain 49 26
------ ------
Total Tax Expense per Unit $ 48 $ 31
====== ======
Estimated Cash Distributions to Limited Partners per Unit
(Return of Capital) $1,010 $1,010
====== ======
Total Tax and Cash Benefit per Unit $ 962 $ 979
====== ======
</TABLE>
- ---------------------------------
/(1)/ Assumed Tax Rates:
<TABLE>
<CAPTION>
Higher Lower
Year Tax Rates Tax Rates
--------- ------------ -------------
<S> <C> <C>
1984-1986 40% 25%
1987-1997 28% 15%
</TABLE>
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma balance sheet assumes that as of
July 31, 1997, the Partnership had sold the Property to the Buyer for $8,500,000
and liquidated and dissolved the Partnership. The funds available for
distribution to Limited Partners, adjusting for payment of liabilities of the
Partnership, expenses and prorations of sale and expenses of liquidation, are
expected to total approximately $3,095,018. All of such funds will be
distributed to the Limited Partners pursuant to the terms of the Partnership
Agreement (subject to reductions for additional environmental remediation
expenses).
The unaudited pro forma statements of operations which follow restate
the historical operations of the Partnership for the year ended October 31,
1996, and the nine months ended July 31, 1997, through the elimination in total
of the operating results of the Partnership.
The unaudited pro forma balance sheet and unaudited pro forma
statement of operations should be read in conjunction with the appropriate notes
to the unaudited pro forma financial information.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS
BASED UPON AMOUNTS AS OF JULY 31, 1997. FINAL RESULTS MAY DIFFER FROM SUCH
INFORMATION.
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Pro Forma Balance Sheet
July 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma Adjustments
-----------------------------------------
Historical Sale of Liquidation and Pro Forma
July 31, 1997 Parkway Dissolution July 31, 1997
-------------- ----------------- ---------------- -------------
<S> <C> <C> <C> <C>
Assets
- ------
Real estate held for sale $6,041,334 $(6,041,334) $ - $ -
Cash and cash equivalents at cost,
which approximates market value 900,039 2,300,825 (3,200,864) -
Accounts receivable and other assets, net
of allowances of $109,545 41,828 (41,828) - -
---------- ----------- ----------- -----------
Total Assets $6,983,201 $(3,782,337) $(3,200,864) $ -
========== =========== =========== ===========
Liabilities and Partners' Capital
- ---------------------------------
Mortgage payable $5,699,528 $(5,699,528) $ - $ -
Payable to Managing General Partner 106,310 - (90,846) -
(15,464)
Property taxes payable 38,482 (38,482) - -
Accrued interest payable 45,121 (45,121) - -
Accounts payable and accrued liabilities 17,505 (17,505) - -
Other liabilities 21,039 (21,039) - -
---------- ----------- ----------- -----------
Total Liabilities 5,927,985 (5,821,675) (106,310) -
---------- ----------- ----------- -----------
Partners' Capital:
General partners (35,857) 20,393 15,464 -
Limited partners 1,091,073 2,018,945 (3,110,018) -
---------- ----------- ----------- -----------
Total Partners' Capital 1,055,216 2,039,338 (3,094,554) -
---------- ----------- ----------- -----------
Total Liabilities & Partners' Capital $6,983,201 $(3,782,337) $(3,200,864) $ -
========== =========== =========== ===========
</TABLE>
See accompanying notes to pro forma financial information.
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Pro Forma Statement of Operations
For the Nine Months Ended July 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma
Adjustments
--------------------------
Historical Sale of Parkway, Pro Forma
Nine Months Ended Liquidation Nine Months Ended
July 31, 1997 and Dissolution July 31, 1997
------------------------- -------------------------- -------------------------
Revenue:
<S> <C> <C> <C>
Rental income $715,731 $(715,731) $ -
Tenant reimbursements and other income 118,082 (118,082) -
Interest income 25,708 (25,708) -
-------- --------- ------
859,521 (859,521) -
-------- --------- ------
Expenses:
Interest 408,119 (408,119) -
Property taxes 45,218 (45,218) -
Fees and reimbursements to Managing
General Partner 18,782 (18,782) -
Other management fees 32,510 (32,510) -
Repairs and maintenance 52,885 (52,885) -
Utilities 16,028 (16,028) -
General and administrative 58,329 (58,329) -
Environmental 31,526 (31,526) -
-------- --------- ------
663,397 (663,397) -
-------- --------- ------
Net earnings (loss) $196,124 $(196,124) $ -
======== ========= ======
Net earnings per limited partnership unit
using the weighted average number of
limited partnership units outstanding
of 10,717 $18.30 $(18.30) $ -
======== ========= ======
</TABLE>
See accompanying notes to pro forma financial information.
20
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Pro Forma Statement of Operations
For the Year Ended October 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma
Adjustments
--------------------------
Historical Sale of Parkway, Pro Forma
Year Ended Liquidation Year Ended
October 31, 1996 and Dissolution October 31, 1996
-------------------------- -------------------------- -------------------------
Revenue:
<S> <C> <C> <C>
Rental income $ 981,777 $ (981,777) $ -
Tenant reimbursements and other income 180,206 (180,206) -
Interest income 30,863 (30,863) -
---------- ----------- ---------
1,192,846 (1,192,846) -
---------- ----------- ---------
Expenses:
Interest 550,891 (550,891) -
Depreciation and amortization 195,840 (195,840) -
Property taxes 82,585 (82,585) -
Fees and reimbursements to Managing -
General Partner 23,201 (23,201)
Other management fees 49,184 (49,184) -
Repairs and maintenance 72,370 (72,370) -
Utilities 34,267 (34,267) -
General and administrative 123,487 (123,487) -
Environmental 46,157 (46,157) -
---------- ----------- ---------
1,177,982 (1,177,982) -
---------- ----------- ---------
Earnings (loss) from operations 14,864 (14,864) -
Gain (loss) on sale of real estate (20,402) 20,402 -
investment ---------- ----------- ---------
Net earnings (loss) $ (5,538) $ 5,538 $ -
========== =========== =========
Net earnings (loss) per limited
partnership unit using
weighted average number of limited
partnership units outstanding of 10,717 $(.52) $.52 $ -
========== =========== =========
</TABLE>
See accompanying notes to pro forma financial information.
21
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
1) The unaudited pro forma balance sheet assumes that the Partnership had sold
the Property to the Buyer for $8,500,000 and liquidated and dissolved the
Partnership as of July 31, 1997. The unaudited pro forma statements of
operations restate the historical operations of the Partnership for the
year ended October 31, 1996 and for the nine months ended July 31, 1997, by
eliminating in total the operating results of the Partnership.
2) The estimated gain recognized from the sale of the Property and estimated
distribution of available funds in liquidation and dissolution of the
Partnership to Limited Partners as of July 31, 1997 (without regard to
additional environmental remediation expenses), has been computed as
follows:
<TABLE>
<CAPTION>
Gain on sale of real estate investment:
- ---------------------------------------
<S> <C>
Total contract sale price $ 8,500,000
Less: Net book value of real estate investment (6,041,334)
Selling commission (302,500)
Other expenses of sale (primarily legal fees and title insurance) (75,000)
-----------
Gain on sale 2,081,166
Write off of non-cash assets (41,828)
Estimated expenses of liquidation and dissolution (15,000)
-----------
Net gain on sale and dissolution $ 2,024,338
===========
Distribution to Partners:
- -------------------------
Total contract sale price $ 8,500,000
Less: Selling commission (302,500)
Other expenses of sale (primarily legal fees and title insurance) (75,000)
Current liabilities of Parkway (including mortgage payable) (5,821,675)
-----------
Adjusted cash received 2,300,825
Add: Current liquid assets of the Partnership 900,039
Less: Outstanding debt to Managing General Partner (90,846)
Estimated expenses of liquidation and dissolution (15,000)
-----------
Estimated Cash available for final distribution $ 3,095,018
===========
Estimated Distribution to Limited Partners per $1,000 unit $ 288
===========
</TABLE>
22
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CERTAIN INFORMATION ABOUT THE PARTNERSHIP,
THE MANAGING GENERAL PARTNER AND HOLDINGS
The principal executive offices of the Partnership, the Managing
General Partner and Holdings are located at 77 West Wacker Drive, Chicago,
Illinois 60601, and their telephone number is (312) 574-6000.
The Units are registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act"). As such, the Partnership currently
is subject to the informational filing requirements of the Exchange Act and, in
accordance therewith, is obligated to file periodic reports, proxy statements
and other information with the Securities and Exchange Commission relating to
its business, financial condition and other matters. Reports and other
information filed by the Partnership can be inspected at and obtained from the
Commission at prescribed rates at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 and at certain regional offices of the Commission located
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 13th Floor, 7 World Trade Center, New York, New York 10048.
The Commission maintains a website at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The Partnership's registration
and reporting requirements under the Exchange Act will discontinue after the
sale of the Property and liquidation and dissolution of the Partnership.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP is the Partnership's independent auditors. No
representatives of KPMG Peat Marwick LLP will attend the Special Meeting of
Limited Partners.
INCORPORATION BY REFERENCE
The following shall be deemed to be incorporated by reference into
this Proxy Statement:
(a) The Partnership's Annual Report on Form 10-K/A for the fiscal
year ended October 31, 1996, specifically Item 1. Business, Item 2. Properties,
Item 5. Market for the Registrant's Limited Partnership Interests and Related
Limited Partner Matters, Item 6. Selected Financial Data, Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations, Item
8. Financial Statements and Supplementary Data, and Item 13. Certain
Relationships and Related Transactions;
(b) The Partnership's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1997; and
23
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(c) All documents subsequently filed pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the date of the Special Meeting.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Proxy Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Proxy Statement.
This Proxy Statement is accompanied by the Partnership's Annual Report
on Form 10-K/A for the fiscal year ended October 31, 1996, and the Partnership's
Quarterly Report on Form 10-Q for the quarter ended July 31, 1997. The
Partnership will provide, without charge, to each person to whom this Proxy
Statement is delivered, upon written or oral request of such person and by first
class mail or equally prompt means, within one business day of receipt of such
request, a copy of any and all other information that has been incorporated by
reference in this Proxy Statement (not including exhibits to the information
that is incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that the proxy statement
incorporates). Requests for such information should be directed to Investor
Services Department, 77 West Wacker Drive, Chicago, Illinois 60601, (312) 574-
5312.
Appendix A - Form of Proxy
24
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Appendix A
----------
PROXY
BOETTCHER PENSION INVESTORS LTD.
77 West Wacker Drive, Chicago, Illinois 60601
This proxy is solicited on behalf of
Boettcher Pension Investors Ltd.
The undersigned hereby appoints Thomas M. Mansheim and Kelly J. Stradinger,
or each of them, with full power of substitution, as proxies, and hereby
authorizes them to represent and to vote as designated below all units of
limited partner interest of Boettcher Pension Investors Ltd. (the "Partnership")
held of record by the undersigned on October 3, 1997 at the Special Meeting of
the Limited Partners of the Partnership to be held on November 13, 1997, or any
adjournments or postponements thereof.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned Limited Partner or, if no direction is given, this
proxy will be voted FOR the Proposal and in the same manner with respect to any
proposal to adjourn the Special Meeting. Additionally, this proxy may be voted
in the discretion of the proxies appointed hereby with respect to any matter
incident to the conduct of the Special Meeting.
Please check the appropriate blanks below in blue or black ink.
Proposal to sell substantially all the assets of the Partnership, comprised
of the shopping center property owned by the Partnership located in Provo, Utah,
commonly known as Parkway Village Shopping Center, and to subsequently liquidate
and dissolve the Partnership.
___ For ___ Against ___ Abstain
____________________________ __________
Signature Date
____________________________
Print Name
____________________________ __________
Signature, if held jointly Date
____________________________
Print Name
Please sign exactly as your name appears on the
certificate(s) representing your limited partner
interest(s). When such interest(s) are held by joint
tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please have signed in
full corporate name by the president or other authorized
officer. If a partnership, please have signed in
partnership name by an authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
