SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1997
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-14353
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BALCOR REALTY INVESTORS 85-SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3244978
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
- ----------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
--------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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<PAGE>
BALCOR REALTY INVESTORS 85 - SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(AN ILLINOIS LIMITED PARTNERSHIP)
BALANCE SHEETS
June 30, 1997 and December 31, 1996
(Unaudited)
ASSETS
1997 1996
-------------- --------------
Cash and cash equivalents $ 2,862,768 $ 16,372,728
Accounts and accrued interest receivable 53,514 168,416
Prepaid expenses 29,911
-------------- --------------
2,916,282 16,571,055
-------------- --------------
Investment in real estate:
Land 1,958,223
Buildings and improvements 15,033,831
--------------
16,992,054
Less accumulated depreciation 6,849,503
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Investment in real estate, net of
accumulated depreciation 10,142,551
-------------- --------------
$ 2,916,282 $ 26,713,606
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 72,160 $ 120,413
Due to affiliates 98,010 130,331
Accrued liabilities, principally
real estate taxes 91,810
Security deposits 62,326
Losses in excess of investments in joint
ventures with affiliates 542,548 499,671
Mortgage notes payable 11,495,334
-------------- --------------
Total liabilities 712,718 12,399,885
Commitments and contingencies
Limited Partners' capital (82,697
Interests issued and outstanding) 2,507,564 14,675,847
General Partner's deficit (304,000) (362,126)
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Total partners' capital 2,203,564 14,313,721
-------------- --------------
$ 2,916,282 $ 26,713,606
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS 85 - SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF INCOME AND EXPENSES
for the six months ended June 30, 1997 and 1996
(Unaudited)
1997 1996
-------------- --------------
Income:
Rental and service $ 443,934 $ 7,443,329
Interest on short-term investments 192,432 117,891
Other income 39,758
Participation in (loss) income of joint
ventures with affiliates (11,792) 163,054
-------------- --------------
Total income 664,332 7,724,274
-------------- --------------
Expenses:
Interest on mortgage notes payable 99,717 2,046,463
Lender participation 1,025,000
Depreciation 62,779 888,894
Amortization of deferred expenses 79,174
Property operating 263,437 2,465,601
Real estate taxes 12,325 429,759
Property management fees 17,151 368,429
Administrative 163,376 302,674
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Total expenses 1,643,785 6,580,994
-------------- --------------
(Loss) income before gains on sale of
properties and extraordinary item (979,453) 1,143,280
Gains on sale of properties 12,768,729 8,152,710
-------------- --------------
Income before extraordinary item 11,789,276 9,295,990
Extraordinary item:
Debt extinguishment expense (427,340)
-------------- --------------
Net income $ 11,789,276 $ 8,868,650
============== ==============
Income before extraordinary item
allocated to General Partner $ 58,126 $ 92,960
============== ==============
Income before extraordinary item
allocated to Limited Partners $ 11,731,150 $ 9,203,030
============== ==============
<PAGE>
BALCOR REALTY INVESTORS 85 - SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF INCOME AND EXPENSES
for the six months ended June 30, 1997 and 1996
(Unaudited)
(Continued)
Income before extraordinary item
per Limited Partnership Interest
(82,697 issued and outstanding) $ 141.86 $ 111.29
============== ==============
Extraordinary item allocated to
General Partner None $ (4,273)
============== ==============
Extraordinary item allocated to
Limited Partners None $ (423,067)
============== ==============
Extraordinary item per Limited
Partnership Interest (82,697
issued and outstanding) None $ (5.12)
============== ==============
Net income allocated to General Partner $ 58,126 $ 88,687
============== ==============
Net income allocated to Limited Partners $ 11,731,150 $ 8,779,963
============== ==============
Net income per Limited Partnership Interest
(82,697 issued and outstanding) $ 141.86 $ 106.17
============== ==============
Distributions to Limited Partners $ 23,899,433 $ 1,240,456
============== ==============
Distributions per Limited Partnership
Interest (82,697 issued and outstanding) $ 289.00 $ 15.00
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS 85 - SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended June 30, 1997 and 1996
(Unaudited)
1997 1996
-------------- --------------
Income:
Rental and service $ 3,494,513
Interest on short-term investments $ 68,427 82,804
Other income 39,758
Participation in (loss) income of joint
ventures with affiliates (11,265) 17,728
-------------- --------------
Total income 96,920 3,595,045
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Expenses:
Interest on mortgage notes payable 934,046
Depreciation 408,869
Amortization of deferred expenses 37,090
Property operating 1,151,523
Real estate taxes 196,531
Property management fees 170,064
Administrative 64,616 178,011
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Total expenses 64,616 3,076,134
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Income before gain on sale of property and
extraordinary item 32,304 518,911
Gain on sale of property 3,525,579
-------------- --------------
Income before extraordinary item 32,304 4,044,490
Extraordinary item:
Debt extinguishment expense (176,336)
-------------- --------------
Net income $ 32,304 $ 3,868,154
============== ==============
Income before extraordinary item
allocated to General Partner None $ 40,445
============== ==============
Income before extraordinary item
allocated to Limited Partners $ 32,304 $ 4,004,045
============== ==============
<PAGE>
BALCOR REALTY INVESTORS 85 - SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended June 30, 1997 and 1996
(Unaudited)
(Continued)
Income before extraordinary item
per Limited Partnership Interest
(82,697 issued and outstanding) $ 0.39 $ 48.42
============== ==============
Extraordinary item allocated to
General Partner None $ (1,763)
============== ==============
Extraordinary item allocated to
Limited Partners None $ (174,573)
============== ==============
Extraordinary item per Limited
Partnership Interest (82,697
issued and outstanding) None $ (2.12)
============== ==============
Net income allocated to General Partner None $ 38,682
============== ==============
Net income allocated to Limited Partners $ 32,304 $ 3,829,472
============== ==============
Net income per Limited Partnership Interest
(82,697 issued and outstanding) $ 0.39 $ 46.30
============== ==============
Distribution to Limited Partners $ 10,419,822 $ 620,228
============== ==============
Distribution per Limited Partnership
Interest(82,697 issued and outstanding) $ 126.00 $ 7.50
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS 85 - SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1997 and 1996
(Unaudited)
1997 1996
-------------- --------------
Operating activities:
Net income $ 11,789,276 $ 8,868,650
Adjustments to reconcile net income to
net cash (used in) or provided by
operating activities:
Gains on sale of properties (12,768,729) (8,152,710)
Debt extinguishment expense 183,628
Participation in loss (income) of
joint ventures with affiliates 11,792 (163,054)
Depreciation of properties 62,779 888,894
Amortization of deferred expenses 79,174
Net change in:
Accounts and accrued interest
receivable 114,902 (396,609)
Escrow deposits 80,535
Prepaid expenses 29,911 (159,106)
Accounts payable (48,253) (125,525)
Due to affiliates (32,321) 22,446
Accrued liabilities (91,810) (86,686)
Security deposits (62,326) (70,774)
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Net cash (used in) or provided by
operating activities (994,779) 968,863
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Investing activities:
Capital contributions to joint ventures
with affiliates (14,533)
Distributions from joint ventures
with affiliates 31,085 127,351
Proceeds from sale of real estate 23,300,000 21,585,000
Payment of selling costs (451,499) (371,515)
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Net cash provided by investing activities 22,879,586 21,326,303
-------------- --------------
Financing activities:
Distributions to Limited Partners (23,899,433) (1,240,456)
Repayment of mortgage notes payable (11,458,759) (13,380,064)
Principal payments on mortgage
notes payable (36,575) (986,446)
Disbursements from improvement escrows 633,896
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Net cash used in financing activities (35,394,767) (14,973,070)
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<PAGE>
BALCOR REALTY INVESTORS 85 - SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1997 and 1996
(Unaudited)
(Continued)
Net change in cash and cash equivalents (13,509,960) 7,322,096
Cash and cash equivalents at
beginning of period 16,372,728 2,369,231
-------------- --------------
Cash and cash equivalents at end of period $ 2,862,768 $ 9,691,327
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS 85-SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policies:
(a) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the six months
and quarter ended June 30, 1997, and all such adjustments are of a normal and
recurring nature.
(b) A reclassification has been made to the previously reported 1996 statements
in order to provide comparability with the 1997 statements. This
reclassification has not changed the 1996 results.
(c) For financial statement purposes, in previous years partners were allocated
income and loss in accordance with the profit and loss percentages in the
Partnership Agreement. In order for the capital accounts of the General Partner
and Limited Partners to appropriately reflect their respective remaining
economic interests as provided for in the Partnership Agreement, the General
Partner was allocated adjusted income in 1997 for financial statement purposes.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1996, the Partnership sold six properties and its minority
joint venture interest in one additional property. During February 1997, the
Partnership sold the Templeton Park Apartments. Currently, the North Hill
Apartments, in which the Partnership holds a minority joint venture interest,
is under contract for sale. This property is the Partnership's remaining real
estate investment. The Partnership has retained a portion of the cash from
property sales to satisfy obligations of the Partnership as well as establish a
reserve for contingencies. The timing of the termination of the Partnership and
final distribution of cash will depend upon the nature and extent of
liabilities and contingencies which exist or may arise. Such contingencies may
include legal and other fees stemming from litigation involving the Partnership
including, but not limited to, the lawsuits discussed in Note 7 of Notes to the
Financial Statements. In the absence of any such contingency, the reserves will
be paid within twelve months of the last property being sold. In the event a
contingency exists, reserves may be held by the Partnership for a longer period
of time.
3. Interest Expense:
During the six months ended June 30, 1997 and 1996, the Partnership incurred
and paid interest expense on mortgage notes payable of $99,717 and $2,046,463,
respectively.
<PAGE>
4. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
six months and quarter ended June 30, 1997 are:
Paid
----------------------
Six Months Quarter Payable
------------ --------- ----------
Reimbursement of expenses to
the General Partner, at cost $61,252 $47,958 $98,010
5. Property Sale:
In February 1997, the Partnership sold the Templeton Park Apartments in an all
cash sale for $23,300,000. From the proceeds of the sale, the Partnership paid
$11,458,759 to the third party mortgage holder in full satisfaction of the
first mortgage loan, paid $451,499 in selling costs and $1,025,000 to the
mortgage holder as a participation fee. The lender participation fee represents
additional interest paid to the lender calculated as a percentage of the sales
price in excess of an amount specified in the loan agreement. The basis of the
property was $10,079,772, which is net of accumulated depreciation of
$6,912,282. For financial statement purposes, the Partnership recognized a gain
of $12,768,729 from the sale of this property.
6. Investment in Joint Venture with Affiliate:
North Hill Apartments is owned by a joint venture ("Joint Venture") in which
the Partnership and an affiliate have participating percentages of 25% and 75%,
respectively. The following information has been summarized from the financial
statements of the Joint Venture for the six months ended June 30, 1997:
Net investment in real
estate $13,909,854
Total liabilities 18,064,092
Total income 1,728,026
Net loss 47,170
7. Contingencies:
The Partnership is currently involved in two lawsuits whereby the Partnership
and certain affiliates have been named as defendants alleging substantially
similar claims involving certain federal securities law violations with regard
to the adequacy and accuracy of disclosures of information concerning, as well
as marketing efforts related to, the offering of the Limited Partnership
Interests of the Partnership. The defendants continue to vigorously contest
these actions. A plaintiff class has not been certified in either action and,
no determinations of the merits have been made. It is not determinable at this
time whether or not an unfavorable decision in either action would have a
material adverse impact on the financial position, operations and liquidity of
the Partnership. The Partnership believes it has meritorious defenses to
contest the claims.
<PAGE>
BALCOR REALTY INVESTORS 85-SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Realty Investors 85 - Series I A Real Estate Limited Partnership (the
"Partnership") was formed in 1983 to invest in and operate income-producing
real property. The Partnership raised $82,697,000 through the sale of Limited
Partnership Interests and utilized these proceeds to acquire ten real property
investments and minority joint venture interests in three additional
properties. During February 1997, the Partnership sold the Templeton Park
Apartments. As of June 30, 1997, the Partnership has disposed of all ten
properties and two of its minority joint venture interests in properties. The
Partnership continues to own a minority joint venture interest in the North
Hill Apartments, which is under contract for sale.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1996 for a more complete understanding of
the Partnership's financial position.
Operations
- ----------
Summary of Operations
- ---------------------
During February 1997, the Partnership sold the Templeton Park Apartments and
recognized a significant gain on the sale. During March and June 1996, the
Partnership sold the Willowbend and Forest Ridge apartment complexes and also
recognized gains on these sales. The higher gain on sale recognized in 1997 was
the primary reason for the increase in net income during the six months ended
June 30, 1997 as compared to the same period in 1996. This increase in net
income was partially offset by a decrease in income generated from property
operations resulting from the sale of properties in 1996 and 1997. The gain on
sale recognized in June 1996 was the primary reason for the decrease in net
income during the quarter ended June 30, 1997 as compared to the same period in
1996. Further discussion of the Partnership's operations are summarized below.
1997 Compared to 1996
- ---------------------
Unless otherwise noted, discussions of fluctuations between 1997 and 1996 refer
to both the six months and quarters ended June 30, 1997 and 1996.
<PAGE>
The Partnership sold six properties during 1996, which were generating income
prior to their sales. The Partnership sold the Templeton Park Apartments in
February 1997 and recognized a gain in connection with the sale of $12,768,729.
The Partnership sold the Willowbend and Forest Ridge apartment complexes in
March and June 1996, respectively and recognized gains in connection with these
sales of $8,152,710. These sales resulted in decreases in rental and service
income, interest expense on mortgage notes payable, depreciation, amortization,
property operating expense, real estate taxes, and property management fees
during 1997 as compared to 1996.
The Partnership had higher average cash balances during the six months ended
June 30, 1997 and lower average cash balances during the quarter ended June 30,
1997 as a result of the timing of the distribution of the proceeds received in
connection with the 1996 and 1997 property sales. This resulted in an increase
in interest income on short-term investments during the six months ended June
30, 1997 and a decrease during the quarter ended June 30, 1997 when compared to
the same periods in 1996.
The Partnership recognized other income in 1997 relating to an insurance
premium refund for one of the properties sold in 1996.
Seabrook Apartments, in which the Partnership held a minority joint venture
interest, was sold during February 1996. The Partnership recognized
participation in income during 1996 in connection with the gain on the sale of
the Seabrook Apartments and participation in loss from joint ventures with
affiliates from the operations of North Hill Apartments during 1997.
The Partnership paid a fee of $1,025,000 to the holder of the first mortgage
loan in connection with the sale of the Templeton Park Apartments during
February 1997. This amount has been recorded as lender participation and
represents additional interest calculated as a percentage of the sale price in
excess of an amount specified in the loan agreement.
The Partnership incurred printing, postage and investor processing costs in
connection with responses to tender offers during the first quarter 1996. In
addition, portfolio management fees decreased during 1997. As a result,
administrative expenses decreased in 1997 as compared to 1996.
The Partnership paid a prepayment penalty of $243,712 in connection with the
1996 sale of the Willowbend Apartments. In addition, the Partnership also wrote
off the remaining unamortized deferred expenses of $183,628 in connection with
the 1996 sales of the Willowbend and Forest Ridge apartment complexes. These
amounts were recognized as debt extinguishment expense and classified as an
extraordinary item for financial statement purposes.
<PAGE>
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $13,510,000 as
of June 30, 1997 as compared to December 31, 1996, primarily due to the special
distributions made in January and April 1997 to Limited Partners from the 1997
and 1996 property sales proceeds, which were partially offset by the net
proceeds received from the sale of the Templeton Park Apartments in February
1997. The Partnership used cash in operating activities of approximately
$995,000 to pay administrative expenses and the lender participation related to
the sale of Templeton Park Apartments, which were offset by cash flow from the
operation of the Partnership's property and interest income earned on
short-term investments. Cash of approximately $22,880,000 was provided by the
Partnership's investing activities consisting primarily of the net proceeds
received from the sale of the Templeton Park Apartments and distributions from
joint ventures with affiliates. Cash was used in the Partnership's financing
activities, consisting of the repayment of the mortgage note in connection with
the sale of the Templeton Park Apartments of approximately $11,459,000,
principal payments on the mortgage note of approximately $36,000 and
distributions to Limited Partners of approximately $23,900,000.
During 1996, the Partnership sold six properties and its minority joint venture
in one additional property. During February 1997, the Partnership sold the
Templeton Park Apartments. Currently, the North Hill Apartments, in which the
Partnership holds a minority joint venture interest, is under contract for a
sales price of $21,000.000. This property is the Partnership's remaining real
estate investment. The Partnership has retained a portion of the cash from
property sales to satisfy obligations of the Partnership as well as establish a
reserve for contingencies. The timing of the termination of the Partnership and
final distribution of cash will depend upon the nature and extent of
liabilities and contingencies which exists or may arise. Such contingencies
may include legal and other fees stemming from litigation involving the
Partnership including, but not limited to, the lawsuits discussed in Note 7 of
Notes to Financial Statements. In the absence of any such contingency, the
reserves will be paid within twelve months of the last property sale. In the
event a contingency arises, reserves may be held by the Partnership for a
longer period of time.
In February 1997, the Partnership sold the Templeton Park Apartments in an all
cash sale for $23,300,000. From the proceeds of the sale, the Partnership paid
$11,458,759 to the third party mortgage holder in full satisfaction of the
first mortgage loan, paid $451,499 in selling costs and paid $1,025,000 to the
mortgage holder as a participation fee to the lender representing additional
interest calculated as a percentage of the sales price in excess of an amount
specified in the loan agreement. The remaining available proceeds were
distributed to Limited Partners in April 1997. See Note 5 of Notes to Financial
Statements for additional information.
<PAGE>
Pursuant to the sale agreement for the Forestwood Apartments, $250,000 of the
sale proceeds was retained by the Partnership and was unavailable for
distribution until February 1997, at which time the funds were released in
full. Pursuant to the sale agreement for the Boulder Springs Apartments,
$500,000 of the sale proceeds was retained by the Partnership and was
unavailable for distribution until June 1997, at which time the funds were
released in full.
To date, Limited Partners have received cumulative cash distributions of
$562.50 per $1,000 Interest as well as certain tax benefits. Of this amount,
$92.50 has been from Net Cash Receipts and $470.00 has been from Net Cash
Proceeds. A future distribution may be made from available proceeds received
from the sale of the Partnership's interest in the remaining property, as to
the amount of which there can be no assurances. Investors will not recover all
of their original investment.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
<PAGE>
BALCOR REALTY INVESTORS 85-SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 5. Other Information
- -------------------------
North Hill Apartments
- ---------------------
As previously reported, on May 22, 1997, a limited partnership consisting of
the Partnership and an affiliate (the "Joint Venture"), contracted to sell the
North Hill Apartments, DeKalb County, Georgia, to an unaffiliated party, ERP
Operating Limited Partnership, an Illinois limited partnership. Pursuant to an
amendment to the agreement of sale, the purchase price was reduced from
$22,500,000 to $21,000,000 and the closing date was extended from July 7, 1997
to August 20, 1997.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) The Subscription Agreement as set forth as Exhibit 4.1 to Amendment No. 1
to Registrant's Registration Statement on Form S-11 dated November 29, 1984
(Registration No. 2-92777) and Form of Confirmation regarding Interests in the
Partnership as set forth as Exhibit 4.2 to the Partnership's Report on Form
10-Q for the quarter ended June 30, 1995 are incorporated herein by reference.
(10) Material Contracts:
(a)(i) Agreement of Sale and attachments thereto relating to the sale of
Forestwood Apartments, East Baton Rouge Parish, Louisiana, previously filed as
Exhibit (2) to the Partnership's Current Report on Form 8-K dated October 14,
1996, is incorporated herein by reference.
(ii) First Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of Forestwood Apartments, East Baton Rouge, Louisiana previously filed as
Exhibit (10)(a)(ii) to the Partnership's Report on Form 10-Q for the quarter
ended September 30, 1996, is incorporated herein by reference.
(iii) Second Amendment to Agreement of Sale relating to the sale of Forestwood
Apartments, East Baton Rouge, Louisiana previously filed as Exhibit
(10)(a)(iii) to the Partnership's Report on Form 10-Q for the quarter ended
September 30, 1996, is incorporated herein by reference.
(b)(i) Agreement of Sale and attachments thereto relating to Forest Ridge
Apartments, Phase I, Arlington, Texas previously filed as Exhibit (2) to the
Partnership's Current Report on Form 8-K dated April 23, 1996 is incorporated
herein by reference.
<PAGE>
(ii) Master Amendment and Agreement dated May 22, 1996 relating to the sale of
Forest Ridge Apartments, Phase I, Dallas, Texas previously filed as Exhibit
(99)(a) to the Partnership's Current Report on Form 8-K dated June 28, 1996 is
incorporated herein by reference.
(iii) Master Amendment and Agreement #2 dated May 22, 1996 relating to the sale
of Forest Ridge Apartments, Phase I, Dallas, Texas previously filed as Exhibit
(99)(b) to the Partnership's Current Report on Form 8-K dated June 28, 1996 is
incorporated herein by reference.
(c)(i) Agreement of Sale and attachment thereto relating to the sale of Boulder
Springs Apartments, Chesterfield County, Virginia, previously filed as Exhibit
(2)(a)(i) to the Partnership's Current Report on Form 8-K dated August 8, 1996,
is incorporated herein by reference.
(ii) Letter dated August 19, 1996 relating to the sale of Boulder Springs
Apartments, Chesterfield County, Virginia, previously filed as Exhibit
(2)(a)(ii) to the Partnership's Current Report on Form 8-K dated August 8,
1996, is incorporated herein by reference.
(iii) Amendment to Agreement of Sale relating to the sale of Boulder Springs
Apartments, Chesterfield County, Virginia, previously filed as Exhibit
(99)(b)(i) to the Partnership's Current Report on Form 8-K dated October 14,
1996, is incorporated herein by reference.
(iv) Second Amendment of Agreement of Sale relating to the sale of Boulder
Springs Apartments, Chesterfield County, Virginia, previously filed as Exhibit
(99)(b)(ii) to the Partnership's Current Report on Form 8-K dated October 14,
1996, is incorporated herein by reference.
(d)(i) Agreement of Sale and attachment thereto relating to the sale of
Timberlake Apartments, Phase I, Altamonte Springs, Florida, previously filed as
Exhibit (2)(b) to the Partnership's Current Report on Form 8-K dated August 8,
1996, is incorporated herein by reference.
(ii) Letter Agreement relating to the sale of Timberlake Apartments, Phase I,
Altamonte Springs, Florida, previously filed as Exhibit (99)(c) to the
Partnership's Current Report on Form 8-K dated October 14, 1996, is
incorporated herein by reference.
(e)(i) Agreement of Sale and Attachments thereto relating to the sale of
Templeton Park Apartments, Colorado Springs, Colorado, previously filed as
Exhibit (2) to the Partnership's Current Report on Form 8-K dated August 26,
1996, is incorporated herein by reference.
(ii) Letter agreements relating to the sale of the Templeton Park Apartments,
Colorado Springs, Colorado, previously filed as Exhibit (99)(a) to the
Partnership's Current Report on Form 8-K dated October 14, 1996, is
incorporated herein by reference.
<PAGE>
(iii) Letter agreement and Notice of Disapproval dated October 25, 1996,
regarding the sale of Templeton Park Apartments, Colorado Springs, Colorado
previously filed as Exhibit (10)(e)(iii) to the Partnership's Report on Form
10-Q for the quarter ended September 30, 1996, is incorporated herein by
reference.
(iv) First Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of Templeton Park Apartments, Colorado Springs, Colorado previously filed
as Exhibit (10)(e)(iv) to the Partnership's Report on Form 10-Q for the quarter
ended September 30, 1996, is incorporated herein by reference.
(v) Letter Agreements dated November 21, 1996, December 6, 1996, December 11,
1996, December 13, 1996, December 20, 1996, and January 20, 1997, relating to
the sale of the Templeton Park Apartments, Colorado Springs, Colorado,
previously filed as Exhibit (99)(i) to the Partnership's Current Report on Form
8-K dated February 21, 1997 is incorporated herein by reference.
(vi) Second Amendment to Agreement of Sale and Escrow Agreement dated January
3, 1997, relating to the sale of the Templeton Park Apartments, Colorado
Springs, Colorado, previously filed as Exhibit (99)(ii) to the Partnership's
Current Report on Form 8-K dated February 21, 1997 is incorporated herein by
reference.
(f)(i) Agreement of Sale and attachment thereto relating to the sale of North
Hill Apartments, Atlanta, Georgia, previously filed as Exhibit (2)(a)(i) to the
Partnership's Current Report on Form 8-K dated February 21, 1997, is
incorporated herein by reference.
(ii) Termination Notice relating to the sale of North Hill Apartments, Atlanta,
Georgia, previously filed as Exhibit (2)(a)(ii) to the Partnership's Current
Report on Form 8-K dated February 21, 1997, is incorporated herein by
reference.
(iii) Reinstatement of, and First Amendment to the Agreement of Sale and Escrow
Agreement relating to the sale of North Hill Apartments, Atlanta, Georgia,
previously filed as Exhibit (2)(a)(iii) to the Partnership's Current Report on
Form 8-K dated February 21, 1997, is incorporated herein by reference.
(iv) Second Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of North Hill Apartments, Atlanta, Georgia, previously filed as Exhibit
(10)(f)(iv) to the Partnership's Report on Form 10-Q for the quarter ended
March 31, 1997, is incorporated herein by reference.
(v) Termination Notice relating to the sale of North Hill Apartments, Atlanta,
Georgia, previously filed as Exhibit (10)(f)(v) to the Partnership's Report on
Form 10-Q for the quarter ended March 31, 1997, is incorporated herein by
reference.
(vi) Reinstatement and Third Amendment to Agreement of Sale and Escrow
Agreement relating to the sale of North Hill Apartments, Atlanta, Georgia,
previously filed as Exhibit (10)(f)(iv) to the Partnership's Report on Form
10-Q for the quarter ended March 31, 1997, is incorporated herein by reference.
<PAGE>
(vii) Termination notice relating to the agreement of sale dated February 21,
1997, is attached hereto.
(viii) Agreement of Sale entered into May 22, 1997 relating to the sale of
North Hill Apartments previously filed as Exhibit (2) to the Partnership's
Current Report on Form 8-K dated May 22, 1997, is incorporated herein by
reference.
(ix) First Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the North Hill Apartments, De Kalb County, Georgia, is attached hereto.
(x) Second Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the North Hill Apartments, De Kalb County, Georgia, is attached hereto.
(xi) Third Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the North Hill Apartments, De Kalb County, Georgia, is attached hereto.
(xii) Fourth Amendment to Agreement of Sale and Escrow Agreement relating to
the sale of the North Hill Apartments, De Kalb County, Georgia, is attached
hereto.
(xiii) Fifth Amendment to Agreement of Sale and Escrow Agreement relating to
the sale of the North Hill Apartments, De Kalb County, Georgia, is attached
hereto.
(xiv) Sixth Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the North Hill Apartments, De Kalb County, Georgia, is attached hereto.
(xv) Letter dated June 30, 1997, relating to the sale of the North Hill
Apartments, De Kalb County, Georgia, is attached hereto.
(xvi) Seventh Amendment to Agreement of Sale and Escrow Agreement relating to
the sale of the North Hill Apartments, De Kalb County, Georgia, is attached
hereto.
(27) Financial Data Schedule of the Partnership for the six months ended June
30, 1997 is attached hereto.
(b) Reports on Form 8-K:
(i) A Current Report on Form 8-K dated May 22, 1997, was filed reporting the
agreement of sale for the North Hill Apartments, DeKalb County, Georgia.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BALCOR REALTY INVESTORS 85-SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
By: /s/ Thomas E. Meador
--------------------------------
Thomas E. Meador
President and Chief Executive Officer (Principal
Executive Officer) of Balcor Partners-XVI, the
General Partner
By: /s/ Jayne A. Kosik
--------------------------------
Jayne A. Kosik
Managing Director and Chief Financial Officer
(Principal Accounting Officer) of Balcor
Partners-XVI, the General Partner
Date: August 13, 1997
--------------------
<PAGE>
EEA REALTY, LLC
1925 N. LYNN STREET
SUITE 901
ARLINGTON, VA 22208
TEL. (703) 525-1600 FAX (703) 525-1609
Via Facsimile & U.S. Mail - 847-317-4462
April 4, 1997
N. H. Associates
c/o The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road
Suite A-200
Bannockburn, Illinois 60015
Attention: Ms. Ilona Adams
Re: Agreement of Sale by and Between EEA Development, Inc. as Purchaser
and N. H. Associates, as Seller, dated February 21, 1997, with
respect to property known as the North Hill Apartments, as amended
Dear Ms. Adams:
EEA Development, Inc., the Purchaser under the above referenced Agreement of
Sale, as amended, the ("Agreement"), is hereby terminating the Agreement.
However, we would like to proceed with the transaction under revised terms
which we are discussing with Dan Charleston under separate cover.
If we are able to reach an agreement under the aforementioned revised terms,
please have your counsel prepare an appropriate amendment to the agreement.
If, however, we are unable to reach an agreement under revised terms, the
Earnest Money Deposit shall be returned as set forth in the Agreement. Thank
you for your consideration.
Sincerely,
/s/ R. Stewart Bartley, V.P.
R. Stewart Bartley
Finance and Acquisitions
Attachment
RSB/lab
cc: Mark D. Betts
Dan Charleston
Traci Harris
Kyle Hauberg
Mike Kelly
Al Suto
<PAGE>
FIRST AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
This FIRST AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is entered into as of this 30th day of May, 1997 by and between
ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership
("Purchaser"), N.H. ASSOCIATES, an Illinois limited partnership ("Seller") and
NEAR NORTH NATIONAL TITLE CORPORATION ("Escrow Agent").
RECITALS
A. Purchaser and Seller have entered into an Agreement of Sale dated as
of May 16, 1997 (the "Purchase Agreement") wherein Seller agreed to sell and
Purchaser agreed to purchase that certain parcel of real property commonly
known as North Hill Apartments, Atlanta, Georgia and legally described on
Exhibit A attached to the Purchase Agreement (the "Property").
B. Purchaser, Seller and Escrow Agent have entered into that certain
Escrow Agreement dated May 16, 1997 (the "Escrow Agreement"), which Escrow
Agreement governs the holding and disposition of the earnest money under the
Purchase Agreement.
C. Purchaser and Seller desire to modify and amend the Purchase
Agreement as hereinafter set forth and Purchaser, Seller and Escrow Agent
desire to modify and amend the Escrow Agreement as hereinafter set forth.
NOW, THEREFORE, for the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser and Seller hereby desire to amend the Purchase
Agreement as follows:
1. Defined Terms. All capitalized terms which are used herein but which
are not otherwise defined herein shall have the meanings ascribed to them in
the Purchase Agreement.
2. Modifications to Purchase Agreement. The Purchase Agreement is
hereby modified as follows:
Approval Period. The Approval Period is hereby extended from June 4,
1997 to June 9, 1997. Accordingly, the date "June 4, 1997" contained in
Section 17 is hereby deleted, and the date "June 9, 1997" is hereby substituted
therefor.
3. Modifications to Escrow Agreement. The date "June 4, 1997" in
Section 2 of the Escrow Agreement is hereby deleted and the date "June 9, 1997"
is hereby substituted therefor.
4. Miscellaneous.
A. Full Force and Effect. Except as modified herein, the Purchase
Agreement and Escrow Agreement shall remain unmodified and in full force and
effect.
B. Counterparts. This Amendment may be executed in multiple
counterparts.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
this 30th day of May, 1997.
PURCHASER:
ERP OPERATING LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Equity Residential Properties Trust,
a Maryland real estate investment trust
By: /s/ Christopher B. Beda
-------------------------------------
Name: Christopher B. Beda
-------------------------------------
Title: A.V.P.
-------------------------------------
SELLER:
N.H. ASSOCIATES, an Illinois limited partnership
By: North Hill Partners, an Illinois joint venture,
its general partner
By: Thornhill Limited Partnership, an Illinois
limited partnership, a joint venture partner
By: Balcor Partners-XVI, an Illinois general
partnership, its general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/ Terri Thompson
-----------------------------
Name:
-----------------------------
Title:
-----------------------------
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION
By: /s/
-------------------------------
Its Authorized Agent
<PAGE>
SECOND AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
This SECOND AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is entered into as of this 9th day of June, 1997 by and between
ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership
("Purchaser"), N.H. ASSOCIATES, an Illinois limited partnership ("Seller") and
NEAR NORTH NATIONAL TITLE CORPORATION ("Escrow Agent").
RECITALS
A. Purchaser and Seller have entered into an Agreement of Sale dated as
of May 16, 1997 (the "Original Purchase Agreement") wherein Seller agreed to
sell and Purchaser agreed to purchase that certain parcel of real property
commonly known as North Hill Apartments, Atlanta, Georgia and legally described
on Exhibit A attached to the Purchase Agreement (the "Property").
B. Purchaser, Seller and Escrow Agent have entered into that certain
Escrow Agreement dated May 16, 1997 (the "Original Escrow Agreement"), which
Escrow Agreement governs the holding and disposition of the earnest money under
the Purchase Agreement.
C. Purchaser, Seller and Escrow Agent have entered into that certain
First Amendment to Agreement of Sale and Escrow Agreement dated May 30, 1997
(the "First Amendment"), which First Amendment extended the expiration of the
due diligence period until June 9, 1997. The Original Purchase Agreement as
amended by the Amendment is hereinafter referred to as the "Purchase
Agreement". The Original Escrow Agreement as amended by the Amendment is
hereinafter referred to as the "Escrow Agreement".
D. Purchaser and Seller desire to further modify and amend the Purchase
Agreement as hereinafter set forth and Purchaser, Seller and Escrow Agent
desire to further modify and amend the Escrow Agreement as hereinafter set
forth.
NOW, THEREFORE, for the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser and Seller hereby desire to amend the Purchase
Agreement as follows:
1. Defined Terms. All capitalized terms which are used herein but which
are not otherwise defined herein shall have the meanings ascribed to them in
the Purchase Agreement.
2. Modifications to Purchase Agreement. The Purchase Agreement is
hereby modified as follows:
Approval Period. The Approval Period is hereby extended from
June 9, 1997 to June 13, 1997. Accordingly, the date "June 9,
1997" contained in Section 17 is hereby deleted, and the date
"June 13, 1997" is hereby substituted therefor.
<PAGE>
3. Modifications to Escrow Agreement. The date "June 9, 1997" in
Section 2 of the Escrow Agreement is hereby deleted and the date "June 13,
1997" is hereby substituted therefor.
4. Miscellaneous.
A. Full Force and Effect. Except as modified herein, the Purchase
Agreement and Escrow Agreement shall remain unmodified and in full force and
effect.
B. Counterparts. This Amendment may be executed in multiple
counterparts.
[this space intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
this 9th day of June, 1997.
PURCHASER:
ERP OPERATING LIMITED PARTNERSHIP, an Illinois
limited partnership
By: Equity Residential Properties Trust, a Maryland
real estate investment trust
By: /s/ Shelley Dunck
-----------------------------------
Name: Shelley Dunck
-----------------------------------
Title: VP
-----------------------------------
SELLER:
N.H. ASSOCIATES, an Illinois limited partnership
By: North Hill Partners, an Illinois joint venture,
its general partner
By: Thornhill Limited Partnership, an Illinois
limited partnership, a joint venture partner
By: Balcor Partners-XVI, an Illinois general
partnership, its general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/ Michael J. Becker
-----------------------------
Name: Michael J. Becker
-----------------------------
Title: Managing Director
-----------------------------
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION
By:
------------------------------
Its Authorized Agent
<PAGE>
THIRD AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
This THIRD AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is entered into as of this 13th day of June, 1997 by and between
ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership
("Purchaser"), N.H. ASSOCIATES, an Illinois limited partnership ("Seller") and
NEAR NORTH NATIONAL TITLE CORPORATION ("Escrow Agent").
RECITALS
A. Purchaser and Seller have entered into an Agreement of Sale dated as
of May 16, 1997 (the "Original Purchase Agreement") wherein Seller agreed to
sell and Purchaser agreed to purchase that certain parcel of real property
commonly known as North Hill Apartments, Atlanta, Georgia and legally described
on Exhibit A attached to the Purchase Agreement (the "Property").
B. Purchaser, Seller and Escrow Agent have entered into that certain
Escrow Agreement dated May 16, 1997 (the "Original Escrow Agreement"), which
Escrow Agreement governs the holding and disposition of the earnest money under
the Purchase Agreement.
C. Purchaser, Seller and Escrow Agent have entered into that certain
First Amendment to Agreement of Sale and Escrow Agreement dated May 30, 1997
(the "First Amendment") and that certain Second Amendment to Agreement of Sale
and Escrow Agreement dated June 9, 1997 (the "Second Amendment"), which
extended the expiration of the due diligence period until June 13, 1997. The
Original Purchase Agreement as amended by the First Amendment and the Second
Amendment is hereinafter referred to as the "Purchase Agreement". The Original
Escrow Agreement as amended by the First Amendment and the Second Amendment is
hereinafter referred to as the "Escrow Agreement".
D. Purchaser and Seller desire to further modify and amend the Purchase
Agreement as hereinafter set forth and Purchaser, Seller and Escrow Agent
desire to further modify and amend the Escrow Agreement as hereinafter set
forth.
NOW, THEREFORE, for the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser and Seller hereby desire to amend the Purchase
Agreement as follows:
1. Defined Terms. All capitalized terms which are used herein but which
are not otherwise defined herein shall have the meanings ascribed to them in
the Purchase Agreement.
2. Modifications to Purchase Agreement. The Purchase Agreement is
hereby modified as follows:
Approval Period. The Approval Period is hereby extended from June
13, 1997 to June 18, 1997. Accordingly, the date "June 13, 1997" contained in
Section 17 is hereby deleted, and the date "June 18, 1997" is hereby
substituted therefor.
<PAGE>
3. Modifications to Escrow Agreement. The date "June 13, 1997" in
Section 2 of the Escrow Agreement is hereby deleted and the date "June 18,
1997" is hereby substituted therefor.
4. Miscellaneous.
A. Full Force and Effect. Except as modified herein, the Purchase
Agreement and Escrow Agreement shall remain unmodified and in full force and
effect.
B. Counterparts. This Amendment may be executed in multiple
counterparts.
[this space intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
this 13th day of June, 1997.
PURCHASER:
ERP OPERATING LIMITED PARTNERSHIP, an Illinois
limited partnership
By: Equity Residential Properties Trust, a Maryland
real estate investment trust
By: /s/ Christopher B. Beda
-----------------------------------
Name: Christopher B. Beda
-----------------------------------
Title: A.V.P.
-----------------------------------
SELLER:
N.H. ASSOCIATES, an Illinois limited partnership
By: North Hill Partners, an Illinois joint venture,
its general partner
By: Thornhill Limited Partnership, an Illinois
limited partnership, a joint venture partner
By: Balcor Partners-XVI, an Illinois general
partnership, its general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/ Michael J. Becker
-----------------------------
Name: Michael J. Becker
-----------------------------
Title: Managing Director
-----------------------------
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION
By:
------------------------------
Its Authorized Agent
<PAGE>
FOURTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
This FOURTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is entered into as of this 18th day of June, 1997 by and between
ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership
("Purchaser"), N.H. ASSOCIATES, an Illinois limited partnership ("Seller") and
NEAR NORTH NATIONAL TITLE CORPORATION ("Escrow Agent").
RECITALS
A. Purchaser and Seller have entered into an Agreement of Sale dated as
of May 16, 1997 (the "Original Purchase Agreement") wherein Seller agreed to
sell and Purchaser agreed to purchase that certain parcel of real property
commonly known as North Hill Apartments, Atlanta, Georgia and legally described
on Exhibit A attached to the Purchase Agreement (the "Property").
B. Purchaser, Seller and Escrow Agent have entered into that certain
Escrow Agreement dated May 16, 1997 (the "Original Escrow Agreement"), which
Escrow Agreement governs the holding and disposition of the earnest money under
the Purchase Agreement.
C. Purchaser, Seller and Escrow Agent have entered into that certain
First Amendment to Agreement of Sale and Escrow Agreement dated May 30, 1997
(the "First Amendment"), that certain Second Amendment to Agreement of Sale and
Escrow Agreement dated June 9, 1997 (the "Second Amendment") and that certain
Third Amendment to Agreement of Sale and Escrow Agreement dated June 13, 1997
(the "Third Amendment"). The Original Purchase Agreement as amended by the
First Amendment, the Second Amendment and the Third Amendment is hereinafter
referred to as the "Purchase Agreement". The Original Escrow Agreement as
amended by the First Amendment, the Second Amendment and the Third Amendment is
hereinafter referred to as the "Escrow Agreement".
D. Purchaser and Seller desire to further modify and amend the Purchase
Agreement as hereinafter set forth and Purchaser, Seller and Escrow Agent
desire to further modify and amend the Escrow Agreement as hereinafter set
forth.
NOW, THEREFORE, for the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser and Seller hereby desire to amend the Purchase
Agreement as follows:
1. Defined Terms. All capitalized terms which are used herein but which
are not otherwise defined herein shall have the meanings ascribed to them in
the Purchase Agreement.
2. Modifications to Purchase Agreement. The Purchase Agreement is
hereby modified as follows:
A. Purchase Price. The Purchase Price is hereby reduced to
$21,000,000. Accordingly:
<PAGE>
1. the phrase "Twenty-Two Million Five Hundred Thousand and
No/100 Dollars ($22,500,000.00)" in the second and third lines of Section 1 of
the Agreement is hereby deleted and the phrase "Twenty-One Million and No/100
Dollars ($21,000,000.00)" is hereby substituted therefor; and
2. the number "$22,500,000" in the second line of Section 2C
of the Agreement is hereby deleted and the number "$21,000,000" is hereby
substituted therefor.
B. Approval Period. The Approval Period is hereby extended from
June 18, 1997 to June 23, 1997. Accordingly, the date "June 18, 1997"
contained in Section 17 is hereby deleted, and the date "June 23, 1997" is
hereby substituted therefor.
3. Modifications to Escrow Agreement. The date "June 18, 1997" in
Section 2 of the Escrow Agreement is hereby deleted and the date "June 23,
1997" is hereby substituted therefor.
4. Miscellaneous.
A. Full Force and Effect. Except as modified herein, the Purchase
Agreement and Escrow Agreement shall remain unmodified and in full force and
effect.
B. Counterparts. This Amendment may be executed in multiple
counterparts.
[this space intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
this 18th day of June, 1997.
PURCHASER:
ERP OPERATING LIMITED PARTNERSHIP, an Illinois
limited partnership
By: Equity Residential Properties Trust, a Maryland
real estate investment trust
By: /s/ Christopher B. Beda
-------------------------------------
Name: Christopher B. Beda
-------------------------------------
Title: A.V.P.
-------------------------------------
SELLER:
N.H. ASSOCIATES, an Illinois limited partnership
By: North Hill Partners, an Illinois joint venture,
its general partner
By: Thornhill Limited Partnership, an Illinois
limited partnership, a joint venture partner
By: Balcor Partners-XVI, an Illinois general
partnership, its general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/ Michael J. Becker
-----------------------------
Name: Michael J. Becker
-----------------------------
Title: Managing Director
-----------------------------
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION
By:
-------------------------------
Its Authorized Agent
<PAGE>
FIFTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
This FIFTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is entered into as of this 23rd day of June, 1997 by and between
ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership
("Purchaser"), N.H. ASSOCIATES, an Illinois limited partnership ("Seller") and
NEAR NORTH NATIONAL TITLE CORPORATION ("Escrow Agent").
RECITALS
A. Purchaser and Seller have entered into an Agreement of Sale dated as
of May 16, 1997 (the "Original Purchase Agreement") wherein Seller agreed to
sell and Purchaser agreed to purchase that certain parcel of real property
commonly known as North Hill Apartments, Atlanta, Georgia and legally described
on Exhibit A attached to the Purchase Agreement (the "Property").
B. Purchaser, Seller and Escrow Agent have entered into that certain
Escrow Agreement dated May 16, 1997 (the "Original Escrow Agreement"), which
Escrow Agreement governs the holding and disposition of the earnest money under
the Purchase Agreement.
C. Purchaser, Seller and Escrow Agent have entered into that certain
First Amendment to Agreement of Sale and Escrow Agreement dated May 30, 1997
(the "First Amendment"), that certain Second Amendment to Agreement of Sale and
Escrow Agreement dated June 9, 1997 (the "Second Amendment"), that certain
Third Amendment to Agreement of Sale and Escrow Agreement dated June 13, 1997
(the "Third Amendment") and that certain Fourth Amendment to Agreement of Sale
and Escrow Agreement dated June 18, 1997 (the "Fourth Amendment"). The
Original Purchase Agreement as amended by the First Amendment, the Second
Amendment, the Third Amendment and Fourth Amendment is hereinafter referred to
as the "Purchase Agreement". The Original Escrow Agreement as amended by the
First Amendment, the Second Amendment the Third Amendment and the Fourth
Amendment is hereinafter referred to as the "Escrow Agreement".
D. Purchaser and Seller desire to further modify and amend the Purchase
Agreement as hereinafter set forth and Purchaser, Seller and Escrow Agent
desire to further modify and amend the Escrow Agreement as hereinafter set
forth.
NOW, THEREFORE, for the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser and Seller hereby desire to amend the Purchase
Agreement as follows:
1. Defined Terms. All capitalized terms which are used herein but which
are not otherwise defined herein shall have the meanings ascribed to them in
the Purchase Agreement.
2. Modifications to Purchase Agreement. The Purchase Agreement is
hereby modified as follows:
<PAGE>
A. Approval Period. The Approval Period is hereby extended from
June 23, 1997 to June 24, 1997. Accordingly, the date June 23, 1997" contained
in Section 17 is hereby deleted, and the date "June 24, 1997" is hereby
substituted therefor.
3. Modifications to Escrow Agreement. The date "June 23, 1997" in
Section 2 of the Escrow Agreement is hereby deleted and the date "June 24,
1997" is hereby substituted therefor.
4. Miscellaneous.
A. Full Force and Effect. Except as modified herein, the Purchase
Agreement and Escrow Agreement shall remain unmodified and in full force and
effect.
B. Counterparts. This Amendment may be executed in multiple
counterparts.
[this space intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
this 23rd day of June, 1997.
PURCHASER:
ERP OPERATING LIMITED PARTNERSHIP, an Illinois
limited partnership
By: Equity Residential Properties Trust, a Maryland
real estate investment trust
By: /s/ Christopher B. Beda
-------------------------------------
Name: Christopher B. Beda
-------------------------------------
Title: A.V.P.
-------------------------------------
SELLER:
N.H. ASSOCIATES, an Illinois limited partnership
By: North Hill Partners, an Illinois joint venture,
its general partner
By: Thornhill Limited Partnership, an Illinois
limited partnership, a joint venture partner
By: Balcor Partners-XVI, an Illinois general
partnership, its general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/ Jerry M. Ogle
-----------------------------
Name: Jerry M. Ogle
-----------------------------
Title: Managing Director and
Secretary
-----------------------------
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION
By:
--------------------------------
Its Authorized Agent
<PAGE>
SIXTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
This SIXTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is entered into as of the 25th day of June, 1997, by and between
ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership
("Purchaser"), N.H. ASSOCIATES, an Illinois limited partnership ("Seller"), and
NEAR NORTH NATIONAL TITLE CORPORATION ("Escrow Agent").
RECITALS
A. Purchaser and Seller are parties to an Agreement of Sale dated as of
May 16, 1997 (the "Original Purchase Agreement") wherein Seller agreed to sell
and Purchaser agreed to purchase that certain parcel of real property commonly
known as North Hill Apartments, Atlanta, Georgia and legally described on
Exhibit A attached to the Purchase Agreement (the "Property").
B. Purchaser, Seller and Escrow Agent have entered into that certain
Escrow Agreement dated May 16, 1997 (the "Original Escrow Agreement"), which
Escrow Agreement governs the holding and disposition of the earnest money under
the Purchase Agreement.
C. Purchaser, Seller and Escrow Agent have entered into that certain
First Amendment to Agreement of Sale and Escrow Agreement dated May 30, 1997
(the "First Amendment"), that certain Second Amendment to Agreement of Sale and
Escrow Agreement dated June 9, 1997 (the "Second Amendment"), that certain
Third Amendment to Agreement of Sale and Escrow Agreement dated June 13, 1997
(the "Third Amendment"), that certain Fourth Amendment to Agreement of Sale and
Escrow Agreement dated June 18, 1997 (the "Fourth Amendment"), that certain
Fifth Amendment to Agreement of Sale and Escrow Agreement dated June 23, 1997
(the "Fifth Amendment") and that certain letter dated June 24, 1997 (the
"Letter Amendment"). The Original Purchase Agreement as amended by the First
Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the
Fifth Amendment and the Letter Amendment is hereinafter referred to as the
"Purchase Agreement". The Original Escrow Agreement as amended by the First
Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and
the Fifth Amendment is hereinafter referred to as the "Escrow Agreement".
D. Purchaser and Seller desire to further modify and amend the Purchase
Agreement as hereinafter set forth and Purchaser, Seller and Escrow Agent
desire to further modify and amend the Escrow Agreement as hereinafter set
forth.
NOW, THEREFORE, for the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser and Seller hereby desire to amend the Purchase
Agreement as follows:
1. Defined Terms. All capitalized terms which are used herein but which
are not otherwise defined herein shall have the meanings ascribed to them in
the Purchase Agreement.
<PAGE>
2. Modifications to Purchase Agreement. The Purchase Agreement is hereby
modified as follows:
A. Payment of Closing Costs, Section 5 of the Purchase Agreement is
hereby deleted in its entirety and the following is hereby substituted
therefore:
Purchaser and Seller shall evenly divide the costs of the documentary stamps
(if any) to be paid with reference to the Deed and all other stamps,
intangible, documentary, recording, sales tax and surtax imposed by law with
reference to any other documents delivered in connection with this Agreement,
all costs of the Title Commitment, Title Policy, modifications to the Survey,
escrow charges and all other charges of the Title Insurer in connection with
this transaction. Seller agrees to pay for any transfer or assumption fees
required by the _Lender Entities_ (as said terms is hereinafter defined).
Purchaser and Seller agree to evenly divide and pay for any other fees and
charges required by any other applicable third party in connection with the
assumption of the Bonds and the Loan Documents including, without limitation,
non-refundable application fees, the costs of any necessary opinion of bond
counsel retained by Purchaser in connection with the assumption of the Bonds
and the Loan Documents and recording and title insurance costs and expenses.
Purchaser and Seller shall be responsible for the costs of their respective
attorneys (except to the extent that Purchaser's bond counsel prepares any
necessary legal opinion in connection wit the assumption of the Bonds, in which
case, as provided above, the cost of preparing such opinion shall be evenly
divided between Purchaser and Seller).
B. Prorations. The sentence beginning "Real Property taxes shall be
prorated" in the 9th line on page 15 of the Purchase Agreement is hereby
deleted in its entirety, and the following is hereby substituted therefore:
"Real property taxes shall be prorated based on 115% of the most recently
available tax bill".
3. Miscellaneous.
A. Full Force and Effect. Except as modified herein, the Purchase
Agreement and Escrow Agreement shall remain unmodified and in full force and
effect.
B. Counterparts. This Amendment may be executed in multiple
counterparts.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Amendment as of this 25th day of June, 1997.
PURCHASER:
ERP OPERATING LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Equity Residential Properties Trust,
a Maryland real estate investment trust
By: /s/ Alan W. George
-------------------------------------
Name: Alan W. George
-------------------------------------
Its: EVP
-------------------------------------
SELLER:
N.H. ASSOCIATES, an Illinois limited partnership
By: North Hill Partners, an Illinois joint venture,
its general partner
By: Thornhill Limited Partnership, an Illinois
limited partnership, a joint venture partner
By: Balcor Partners-XVI, an Illinois general
partnership, its general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/ Michael J. Becker
------------------------------------
Name: Michael J. Becker
------------------------------------
Its: Managing Director
------------------------------------
<PAGE>
June 30, 1997
VIA FACSIMILE & UPS
The Balcor Company Katten Muchin & Zavis
2355 Waukegan Road, Suite A200 525 West Monroe Street, Suite 2100
Bannockburn, Illinois 60015 Chicago, Illinois 60661-3693
Attention: Ilona Adams, John Powell Attention: Daniel J. Perlman, Esq.
and Al Lieberman and Andrew D. Small, Esq.
Facsimile: 708/317-4461 Facsimile: 312/902-1061
Re: Agreement of Sale dated as of May 16, 1997 (as amended from time to
time, the "Agreement"), by and between ERP Operating Limited
Partnership ("Purchaser") and N.H. Associates
Ladies and Gentlemen:
On behalf of the above referenced Purchaser, and pursuant to Section 8(C)
of the above referenced Agreement, this letter constitutes an Extension Notice
from Purchaser that the date for satisfaction of the Conditions Precedent is
hereby extended to July 28, 1997, and the Closing Date to August 4, 1997 (or
five business days after satisfaction of the Conditions Precedent, whichever
occurs first). Defined terms used, but not defined, in this letter shall have
the same respective meanings ascribed to such terms in the Agreement.
Please acknowledge this Extension Notice, and forward a copy to the Title
Insurer, as provided in Section 8(C) of the Agreement. Should you have any
questions, please call me. Thank you for your assistance with this matter.
Very truly yours,
/s/ John P. Starkweather
--------------------------------
John P. Starkweather
cc: Christopher Beda (via facsimile: 312/454-9678)
Alan George (via facsimile: 312/454-9678)
Kelly Stonebraker
Roberta Vacker
/s/ John K. Powell
--------------------------------
John K. Powell
Authorized Agent
Acknowledged on behalf of Seller
<PAGE>
SEVENTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT
THIS SEVENTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is made as of the 28th day of July, 1997, by and between N.H.
ASSOCIATES, an Illinois limited partnership ("Seller"), and ERP OPERATING
LIMITED PARTNERSHIP, an Illinois limited partnership ("Purchaser").
RECITALS
Purchaser and Seller are parties to an Agreement of Sale dated as of May
16, 1997 (as the same has been amended from time to time, the "Purchase
Agreement") and an Escrow Agreement dated as of May 16, 1997 (as the same has
been amended from time to time, the "Escrow Agreement"). All capitalized terms
which are used but not defined in this Amendment shall have the same respective
meanings ascribed to such terms in the Purchase Agreement. Purchaser and
Seller desire to amend the Purchase Agreement and Escrow Agreement as more
particularly set forth below.
NOW, THEREFORE, in consideration of the Purchase Agreement, the mutual
covenants and agreements therein and hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, Purchaser and Seller agree as follows:
1. Condition Precedent. The date for satisfaction of the Condition
Precedent as described in Section 8 of the Purchase Agreement is hereby
extended to August 15, 1997, and to the extent necessary, the Purchase
Agreement and the Escrow Agreement are hereby amended to reflect such
extension.
2. Closing Date. The Closing Date is hereby extended to August 20, 1997.
3. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which shall be deemed to be an original, and all of such counterparts shall
constitute one agreement. To facilitate execution of this Amendment, the
parties may execute and exchange by telephone facsimile counterparts of the
signature pages.
4. Effect of Amendment. Except as expressly amended hereby, the Purchase
Agreement and Escrow Agreement shall remain in full force and effect and
otherwise unmodified.
<PAGE>
SIGNATURE PAGE TO SEVENTH AMENDMENT TO
AGREEMENT OF SALE AND ESCROW AGREEMENT
[North Hill Apartments, Atlanta, Georgia]
IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this
Amendment as of the date first above written.
SELLER:
N.H. ASSOCIATES, an Illinois limited partnership
By: North Hill Partners, an Illinois joint venture,
its general partner
By: Thornhill Limited Partnership, an Illinois
limited partnership, a joint venture partner
By: Balcor Partners-XVI, an Illinois general
partnership, its general partner
By: RGF-Balcor Associates-II, an Illinois
general partnership, a partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/ Michael J. Becker
-----------------------------
Name: Michael J. Becker
-----------------------------
Its: Managing Director
-----------------------------
PURCHASER:
ERP OPERATING LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Equity Residential Properties Trust,
its general partner
By: /s/ Alan W. George
----------------------------------
Name: Alan W. George
----------------------------------
Its: EVP
----------------------------------
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 2863
<SECURITIES> 0
<RECEIVABLES> 53
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2916
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2916
<CURRENT-LIABILITIES> 170
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2204
<TOTAL-LIABILITY-AND-EQUITY> 2916
<SALES> 0
<TOTAL-REVENUES> 13445
<CGS> 0
<TOTAL-COSTS> 305
<OTHER-EXPENSES> 226
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1125
<INCOME-PRETAX> 11789
<INCOME-TAX> 0
<INCOME-CONTINUING> 11789
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11789
<EPS-PRIMARY> 141.86
<EPS-DILUTED> 141.86
</TABLE>
