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 March 31, 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 0-14332
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BALCOR PENSION INVESTORS-VI
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(Exact name of registrant as specified in its charter)
Illinois 36-3319330
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road, Suite A200
Bannockburn, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
BALANCE SHEETS
March 31, 1997 and December 31, 1996
(Unaudited)
ASSETS
1997 1996
---------------- ----------------
Cash and cash equivalents $ 50,406,941 $ 57,942,543
Accounts and accrued interest receivable 2,113,110 2,638,571
Prepaid expenses 8,371 89,022
Deferred expenses, net of accumulated
amortization of $291,053 in 1997 and
$380,456 in 1996 508,589 634,027
---------------- ----------------
53,037,011 61,304,163
---------------- ----------------
Real estate held for sale (net of
allowance of $4,682,000 in 1997
and $4,814,809 in 1996) 29,298,127 54,282,276
Investment in joint venture with
affiliate 206,499 206,499
---------------- ----------------
29,504,626 54,488,775
---------------- ----------------
$ 82,541,637 $ 115,792,938
================ ================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 813,720 $ 926,057
Due to affiliates 167,225 174,426
Accrued liabilities, principally
real estate taxes 381,780 715,520
Security deposits 84,208 256,363
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Total liabilities 1,446,933 2,072,366
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<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
BALANCE SHEETS
March 31, 1997 and December 31, 1996
(Unaudited)
1997 1996
---------------- ----------------
Commitments and contingencies
Affiliates' participation in joint
ventures 3,919,208 3,904,307
Limited Partners' capital (1,382,562
Interests issued and outstanding) 77,403,897 109,967,857
General Partner's deficit (228,401) (151,592)
---------------- ----------------
Total partners' capital 77,175,496 109,816,265
---------------- ----------------
$ 82,541,637 $ 115,792,938
================ ================
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended March 31, 1997 and 1996
(Unaudited)
1997 1996
---------------- ----------------
Income:
Interest from investment in
acquisition loan $ 116,938
Income from operations of real estate
held for sale $ 1,128,853 3,038,288
Interest on short-term investments 516,012 209,658
---------------- ----------------
Total income 1,644,865 3,364,884
---------------- ----------------
Expenses:
Provision for potential losses on
real estate 256,000
Amortization of deferred expenses 345,285 71,597
Administrative 365,519 208,371
---------------- ----------------
Total expenses 966,804 279,968
---------------- ----------------
Income before joint venture
participations, equity in loss from
investment in acquistion loan and
gain on disposition of real estate 678,061 3,084,916
Participation in income of joint
ventures - affiliates 510,460
Equity in loss from investment in
acquisition loan (14,598)
Affiliates' participation in income of
joint ventures (59,657) (399,523)
Gain on dispostion of real estate 5,697,347
---------------- ----------------
Net income $ 6,315,751 $ 3,181,255
================ ================
Net income allocated to General Partner None $ 318,125
================ ================
Net income allocated to Limited Partners $ 6,315,751 $ 2,863,130
================ ================
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended March 31, 1997 and 1996
(Unaudited)
1997 1996
---------------- ----------------
Net income per Limited Partnership
Interest (1,382,562 issued and
outstanding) $ 4.57 $ 2.07
================ ================
Distribution to General Partner $ 307,236 $ 307,236
================ ================
Deemed distribution to Limited Partners $ 43,900 None
================ ================
Settlement distribution to Limited
Partners $ 124,075 None
================ ================
Distribution to Limited Partners $ 38,711,736 $ 2,765,124
================ ================
Distribution per Limited Partnership
Interest $ 28.00 $ 2.00
================ ================
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the quarters ended March 31, 1997 and 1996
(Unaudited)
1997 1996
---------------- ----------------
Operating activities:
Net income $ 6,315,751 $ 3,181,255
Adjustments to reconcile net income to
net cash provided by operating
activities:
Provision for potential losses on
real estate 256,000
Payment of deferred expenses (219,847)
Amortization of deferred expenses 345,285 71,597
Participation in income of joint
ventures - affiliates (510,460)
Equity in loss from investment in
acquisition loan 14,598
Affiliates' participation in income
of joint ventures 59,657 399,523
Gain on disposition of real estate (5,697,347)
Net change in:
Escrow deposits (151,828)
Accounts and accrued interest
receivable 525,461 28,950
Prepaid expenses 80,651 179,277
Accounts payable (112,337) 197,388
Due to affiliates (7,201) 18,829
Accrued liabilities (333,740) 19,940
Security deposits (172,155) 75,496
---------------- ----------------
Net cash provided by operating
activities 1,040,178 3,524,565
---------------- ----------------
Investing activities:
Distributions from joint ventures -
affiliates 328,646
Improvements to properties (428,213)
Proceeds from dispositions of
real estate 31,671,000
Cost incurred with dispositions of
real estate (817,291)
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Net cash provided by investing
activities 30,425,496 328,646
---------------- ----------------
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the quarters ended March 31, 1997 and 1996
(Unaudited)
1997 1996
---------------- ----------------
Financing activities:
Distributions to Limited Partners (38,835,811) (2,765,124)
Deemed distribution to Limited Partners (43,900)
Distribution to General Partner (307,236) (307,236)
Contribution by General Partner 230,427
Distribution to joint venture partner -
affiliate (44,756)
Capital contributions by joint venture
partners - affiliates 222,128
Principal payments on mortgage
note payable (43,635)
---------------- ----------------
Net cash used in financing activities (39,001,276) (2,893,867)
---------------- ----------------
Net change in cash and cash equivalents (7,535,602) 959,344
Cash and cash equivalents at beginning
of period 57,942,543 16,076,834
---------------- ----------------
Cash and cash equivalents at end of
period $ 50,406,941 $ 17,036,178
================ ================
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-VI
(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 quarter
ended March 31, 1997, and all such adjustments are of a normal and recurring
nature.
(b) For financial statement purposes, in previous years partners were allocated
income and loss in accordance with the provisions 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 not
allocated any income during the first quarter of 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 interests in four additional properties. During February 1997,
the Partnership sold the Park Central Office Building and Flamingo Pines
Shopping Center and in April 1997 sold the Brookhollow/Stemmons Center Office
Building. The Partnership has two remaining properties. Currently, the
Partnership has entered into the contract for the sale of the Hammond Aire
Plaza Shopping Center. In addition, Partnership is actively marketing for sale
the 420 North Wabash Office Building. 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 lawsuit as
discussed in Note 6 of Notes to Financial Statements. In the absence of any
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. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the
quarter ended March 31, 1997 are:
Paid Payable
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Reimbursement of expenses to
the General Partner, at cost $44,788 $167,225
The General Partner made a contribution to the Partnership of $230,427 in
connection with the settlement of certain litigation, as further discussed in
Note 5 of Notes to Financial Statements.
<PAGE>
4. Property Dispositions:
(a) In February 1997, the Partnership sold the Park Central Office Building in
an all cash sale for $21,471,000. From the proceeds of the sale, the
Partnership paid $470,891 in selling costs. In addition, the Partnership paid a
state withholding tax of $43,900 on behalf of the Limited Partners relating to
the gain on the sale of the property which has been recorded as a deemed
distribution for financial statement purposes. The basis of the property was
$15,302,762. For financial statement purposes, the Partnership recognized a
gain of $5,697,347 in connection with the sale of this property.
(b) In February 1997, the Partnership sold the Flamingo Pines Shopping Center
in an all cash sale for $10,200,000. From the proceeds of the sale, the
Partnership paid $346,400 in selling costs. The basis of the property was
$10,242,409. For financial statement purposes, the Partnership recognized no
gain or loss on the sale of this property. However, the Partnership had
previously established an allowance for potential losses related to this
property against which its remaining net investment of $388,809 was written
off.
5. Settlement of Litigation:
A settlement received final approval by the court in November 1996 in the class
action, Paul Williams and Beverly Kennedy, et. al. v. Balcor Pension Investors,
et. al. upon the terms described in the notice to class members in September
1996. The General Partner made a contribution of $230,427 to the Partnership,
from which the plaintiffs' counsel was paid $23,043 pursuant to the settlement
agreement. In February 1997, the General Partner made a settlement payment of
$207,384 ($0.15 per Interest) to members of the class pursuant to the
settlement. Of the total settlement amount, $124,075 was paid to original
investors who held their Limited Partnership Interests at the date of the
settlement and was recorded as a distribution to Limited Partners in the
Financial Statements. The remaining portion of the settlement of $83,309 was
paid to original investors who previously sold their Interests in the
Partnership. This amount was recorded as an administrative expense in the
Financial Statements. The settlement had no material impact on the Partnership.
6. Contingency:
The Partnership is currently involved in a lawsuit whereby the Partnership, the
General Partner and certain third parties have been named as defendants seeking
damages relating to tender offers to purchase interests in the Partnership and
nine affiliated partnerships initiated by the third party defendants in 1996.
The defendants continue to vigorously contest this action. The action has been
dismissed with prejudice and plaintiffs have filed an appeal. It is not
determinable at this time whether or not an unfavorable decision in this 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>
7. Subsequent Events:
(a) In April 1997, the Partnership paid $43,343,319 ($31.35 per Interest) to
Limited Partners representing the regular quarterly distribution of available
Cash Flow of $2.35 per Interest for the first quarter of 1997 and a special
distribution of Mortgage Reductions of $29.00 per Interest from proceeds
received in connection with the sale of the Park Central Office Building and
the Flamingo Pines Shopping Center in 1997, and from remaining available
proceeds from the 1996 property sales.
(b) The Brookhollow/Stemmons Center Office Building was owned by a joint
venture consisting of the Partnership and an affiliate. The Partnership and the
affiliate held participating percentages in the joint venture of 72.5% and
27.5%, respectively. In April 1997, the joint venture sold the property in an
all cash sale for $12,724,000. From the proceeds of the sale, the joint venture
paid $340,293 in selling costs. The basis of the property was $11,074,128. For
financial statement purposes, the Partnership will recognize a gain of
approximately $1,310,000 from the sale of this property during the second
quarter of 1997, of which approximately $360,000 is the minority joint venture
partner's share.
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Pension Investors - VI (the "Partnership") is a limited partnership
formed in 1984 to invest in first mortgage loans and, to a lesser extent,
wrap-around loans and junior mortgage loans. The Partnership raised
$345,640,500 through the sale of Limited Partnership Interests and utilized
these proceeds to fund thirty-one loans. As a result of repayments,
foreclosures and write-offs of loans in prior years, the Partnership has no
loans in its portfolio as of March 31, 1997. The Partnership sold the
Brookhollow/Stemmons Center Office Building in April 1997. Currently, the
Partnership has entered into a contract for the sale of the Hammond Aire Plaza
Shopping Center and is actively marketing for sale the 420 North Wabash Office
Building.
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 1997, the Partnership recognized a gain in connection with the sale of
the Park Central Office Building which was the primary reason for the increase
in net income during the quarter ended March 31, 1997 as compared to the same
period in 1996. This increase was partially offset by a decrease in income from
operations of real estate held for sale due to the 1997 and 1996 sales of the
Partnership's properties, which were generating income from operations prior to
their sales. Further discussion of the Partnership's operations is summarized
below.
1997 Compared to 1996
- ---------------------
Discussions of fluctuations between 1997 and 1996 refer to the quarters ended
March 31, 1997 and 1996.
As a result of the sale of the Noland Fashion Square acquisition loan in August
1996, interest income and equity in loss from investment in acquisition loan
ceased during 1996.
Income from operations of real estate held for sale represents the net
operations of the properties acquired by the Partnership through foreclosure.
As of March 31, 1997, the Partnership was operating three properties. Original
funds advanced by the Partnership totaled approximately $53,600,000 for these
<PAGE>
three properties. The Partnership sold the Park Central Office Building and the
Flamingo Pines Shopping Center in February 1997. In addition, six properties
were sold in 1996. The 1997 and 1996 sales of the Partnership's properties,
which were generating income from operations prior to their sales, resulted in
a decrease in income from operations of real estate held for sale during 1997
as compared to 1996.
Higher average cash balances were available for investment due to the proceeds
received by the Partnership from the 1997 and 1996 property sales prior to
distribution to Partners. This resulted in an increase in interest income on
short-term investments in 1997 as compared to 1996.
Provisions are charged to income when the General Partner believes an
impairment has occurred to the value of its properties or in a borrower's
ability to repay a loan or in the value of the collateral property.
Determinations of fair value are made periodically on the basis of performance
under the terms of the loan agreement and assessments of property operations.
Determinations of fair value represent estimations based on many variables
which affect the value of real estate, including economic and demographic
conditions. During the quarter ended March 31, 1997, the Partnership recognized
a provision of $256,000 to provide for changes in the estimate of the fair
value of the Hammond Aire Plaza Shopping Center. In addition, the Partnership
wrote off a previously established allowance of $388,809 related to the
Flamingo Pines Shopping Center. The Partnership did not recognize any
provisions for potential losses during the quarter ended March 31, 1996.
In connection with the February 1997 sale of the Park Central Office Building,
the Partnership wrote-off the remaining unamortized leasing commissions related
to the property, which resulted in an increase in amortization expense during
1997 as compared to 1996.
During February 1997, the General Partner made a payment relating to the
settlement of certain litigation to original investors who previously sold
their Interests in the Partnership. This payment was recorded as an
administrative expense. In addition, the Partnership incurred legal fees
related to this settlement. The Partnership also incurred increased legal,
printing and postage costs in connection with its responses to tender offers
during the first quarter of 1997. As a result, administrative expenses
increased during 1997 as compared to 1996.
Participation in income of joint ventures with affiliates represented the
Partnership's share of the operations of the Sand Pebble Village - Phases I and
II and Jonathan's Landing apartment complexes and the 45 West 45th Street
Office Building. Due to the 1996 sales of these properties, participation in
income of joint ventures with affiliates ceased during 1996.
The Sun Lake Apartments and Perimeter 400 Center Office Building were both
owned by joint ventures with affiliates. As a result of the sales of these
properties during 1996, affiliate's participation in income of joint ventures
related to these properties ceased during 1996. Affiliates' participation in
income from joint venture during 1997 represents the operations of the
Brookhollow/Stemmons Center Office Building, which remained relatively
unchanged compared to 1996 operations.
<PAGE>
During February 1997, the Partnership sold the Park Central Office Building. As
a result, the Partnership recognized a gain of $5,697,347 in connection with
this sale.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $7,536,000 as
of March 31, 1997 when compared to December 31, 1996 primarily due to the
January 1997 payment of a special distribution to Limited Partners of proceeds
from the 1996 property sales, which was partially offset by net proceeds
received in connection with the sales of two properties in February 1997.
Operating activities generated cash of approximately $1,040,000, primarily as a
result of cash flow from the operations of the Partnership's properties and
interest income earned from short-term investments, net of the payment of
administrative expenses. Cash received from investing activities consisted of
net proceeds of approximately $30,854,000 from the sales of the Park Central
Office Building and the Flamingo Pines Shopping Center and expenditures of
approximately $428,000 for improvements to the Partnership's properties.
Financing activities consisted of distributions of sales proceeds paid to
Partners of approximately $39,187,000, a contribution by the General Partner of
approximately $230,000, and a distribution paid to joint venture partners of
approximately $45,000. In addition, in April 1997 the Partnership made a
special distribution to Limited Partners primarily from the net proceeds from
the February 1997 sales of the Park Central Office Building and the Flamingo
Pines Shopping Center as discussed below.
The Partnership classifies the cash flow performance of its properties as
either positive, a marginal deficit, or a significant deficit, each after
consideration of debt service payments unless otherwise indicated. A deficit is
considered significant if it exceeds $250,000 annually or 20% of the property's
rental and service income. The Partnership defines cash flow generated from its
properties as an amount equal to the property's revenue receipts less property
related expenditures. During 1997 and 1996, all three of the Partnership's
properties owned at March 31, 1997 generated positive cash flow. The Park
Central Office Building and the Flamingo Pines Shopping Center also generated
positive cash flow during 1996 and prior to being sold in 1997. The Partnership
incurred significant leasing costs in 1997 at the Park Central Office Building
to lease vacant space and renew existing tenant leases which were scheduled to
expire. These nonrecurring expenditures were not included in classifying the
cash flow performance of the property. Had these expenditures been included,
the property would have generated a significant deficit in 1997. As of March
31, 1997, the occupancy rates of the Partnership's remaining properties ranged
from 87% to 94%.
During 1997, the Partnership sold the Park Central and Brookhollow/Stemmons
office buildings and the Flamingo Pines Shopping Center. During 1996, the
Partnership sold six properties and its minority joint venture interest in four
additional properties. Currently, the Partnership has entered into a contract
to sell the Hammond Aire Plaza Shopping Center for a sales price of
$13,800,000. In addition, the Partnership is actively marketing for sale the
420 North Wabash Office Building. The timing of the termination of the
Partnership and final distribution of cash will depend upon the nature and
<PAGE>
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 lawsuit discussed
in Note 6 of Notes to Financial Statements. In the absence of any 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.
Pursuant to the sale agreement for 45 West 45th Street Office Building, which
was owned by a joint venture consisting of the Partnership and three
affiliates, $500,000 of the sale proceeds was retained by the joint venture and
was unavailable for distribution until April 1997, at which time the funds were
released in full. The Partnership's share was $206,499.
Pursuant to the sale agreement for the Perimeter 400 Center Office Building,
which was owned by a joint venture consisting of the Partnership and three
affiliates, $1,750,000 of the sale proceeds was retained by the joint venture
and is unavailable for distribution until September 1997. The Partnership's
share is $875,000.
In February 1997, the Partnership sold the Park Central Office Building in an
all cash sale for $21,471,000. From the proceeds of the sale, the Partnership
paid $470,891 in selling costs. Pursuant to the terms of the sale, the
Partnership is required to retain $1,100,000 of the sales proceeds until
November 1997. The remainder of the available proceeds was distributed to
Partners in April 1997. See Note 4 of Notes to Financial Statements for
additional information.
In February 1997, the Partnership sold the Flamingo Pines Shopping Center in an
all cash sale for $10,200,000. From the proceeds of the sale, the Partnership
paid $346,400 in selling costs. The available proceeds were distributed to
Partners in April 1997. See Note 4 of Notes to Financial Statements for
additional information.
The Brookhollow/Stemmons Center Office Building was owned by a joint venture
consisting of the Partnership and an affiliate. In April 1997, the joint
venture sold the property in an all cash sale for $12,724,000. From the
proceeds of the sale, the joint venture paid $340,293 in selling costs. The net
proceeds of the sale were $12,383,707, of which $8,978,188 was the
Partnership's share. Pursuant to the terms of the sale, $250,000 of the sales
proceeds has been placed in escrow and will not be disbursed to the joint
venture until the earlier of the settlement of any claims presented by the
purchaser or October 1997. The remainder of the available proceeds is expected
to be distributed in 1997. See Note 7 of Notes to Financial Statements for
additional information.
In February 1997, the General Partner made a settlement payment of $207,384
($0.15 per Interest) to members of the class pursuant to the settlement
approved by the court in November 1996 in the Paul Williams and Beverly
Kennedy, et. al., v. Balcor Pension Investors, et. al. class action lawsuit.
The General Partner made a contribution of $230,427 to the Partnership, from
which the plaintiffs' counsel was paid $23,043 pursuant to the settlement
agreement. Of the total settlement amount, $124,075 was paid to the original
<PAGE>
investors who held their Limited Partnership Interests at the date of the
settlement and was recorded as a distribution to Limited Partners in the
Financial Statements. The remaining portion of the settlement of $83,309 was
paid to original investors who previously had sold their Interests in the
Partnership. This amount was recorded as an administrative expense in the
Financial Statements.
In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners.
In April 1997, the Partnership paid a distribution of $43,343,319 ($31.35 per
Interest) to the holders of Limited Partnership Interests. This amount includes
the regular quarterly distribution from Cash Flow of $2.35 per Interest and a
special distribution of Mortgage Reductions of $29.00 per Interest from
proceeds received in connection with the sale of the Park Central Office
Building and the Flamingo Pines Shopping Center and from remaining available
proceeds from the 1996 property sales. Including the April 1997 distribution,
Limited Partners have received cash distributions totaling $299.71 per $250
Interest. Of this amount, $142.21 represents Cash Flow from operations and
$157.50 represents a return of Original Capital. In April 1997, the Partnership
also paid $270,751 to the General Partner as its distributive share of the Cash
Flow distributed for the first quarter of 1997 and made a contribution to the
Early Investment Incentive Fund of $90,251. Future distributions will be made
from available proceeds from sales of the Partnership's remaining properties.
Changing interest rates can impact real estate values in several ways.
Generally, declining interest rates may lower the cost of capital allowing
buyers to pay more for a property whereas rising interest rates may increase
the cost of capital and lower the price of real estate.
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 sale 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 PENSION INVESTORS-VI
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 5. Other Information
- --------------------------
Brookhollow/Stemmons Center Office Building
- -------------------------------------------
As previously reported, on March 27, 1997, the joint venture consisting of the
Partnership and an affiliate (the "Joint Venture") which owned the
Brookhollow/Stemmons Center Office Building, Dallas, Texas, contracted to sell
the property to an unaffiliated party, CMD Southwest, Inc., an Arizona
corporation, for a sale price of $13,000,000. The Joint Venture and the
Partnership subsequently agreed to reduce the sale price to $12,724,000. CMD
Southwest, Inc. assigned its rights under the agreement of sale to an
affiliate, CMD Realty Investment Fund III, L.P., an Illinois limited
partnership and the sale closed on April 29, 1997. From the proceeds of the
sale, the Joint Venture paid $254,480 as a brokerage commission to an affiliate
of the third party providing property management services for the property and
$85,813 in closing costs. The Joint Venture received the remaining proceeds of
$12,383,707. Of such proceeds, $250,000 has been placed in escrow and will not
be disbursed to the Joint Venture until the earlier of the settlement of any
claims presented by the purchaser or October 27, 1997. The Partnership's share
of the net sale proceeds, including the escrowed funds, is $8,978,188.
Hammond Aire Plaza Shopping Center
- ----------------------------------
As previously reported, on March 18, 1997, the Partnership contracted to sell
the Hammond Aire Plaza Shopping Center, Baton Rouge, Louisiana, to an
unaffiliated party, Crosstown Asset Corp. I, a Delaware corporation, for a sale
price of $14,250,000. On April 7, 1997, the purchaser exercised its option to
terminate the agreement. Subsequently, on April 15, 1997, the Partnership and
purchaser reinstated the agreement of sale upon an agreement to reduce the sale
price to $13,800,000. The closing date was extended and the sale is scheduled
to close on May 9, 1997.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) Form of Subscription Agreement previously filed as Exhibit 4.1 to Amendment
No. 1 to the Registrant's Registration Statement on Form S-11 dated January 4,
1985 (Registration No. 2-93840) and Form of Confirmation regarding Interests in
the Registrant set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q
for the quarter ended June 30, 1992 (Commission File No. 0-14332) are
incorporated herein by reference.
<PAGE>
(10) Material Contracts:
(a) Agreement of Sale and attachment thereto relating to the sale of Perimeter
400 Center, Fulton County, Georgia, as previously filed as Exhibit (2) to the
Registrant's Current Report on Form 8-K dated December 2, 1996 is incorporated
herein by reference.
(b)(i) Agreement of Sale and attachment thereto relating to the sale of the
Park Central Office Building, DeKalb County, Georgia, as previously filed as
Exhibit (2) to the Registrant's Current Report on Form 8-K dated December 18,
1996 is incorporated herein by reference.
(b)(ii) Letter Agreement relating to the sale of the Park Central Office
building, De Kalb County, Georgia, previously filed as Exhibit (10)(b)(ii) to
the Registrant's Report on Form 10-K for the quarter ended December 31, 1996 is
incorporated herein by reference.
(c)(i) Agreement of Sale and attachment thereto relating to the sale of Hammond
Aire Plaza Shopping Center, Baton Rouge, Louisiana, previously filed as Exhibit
(10)(c) to the Registrant's Report on Form 10-K for the quarter ended December
31, 1996 is incorporated herein by reference.
(c)(ii) Due Diligence Termination Notice relating to the sale of Hammond Aire
Plaza Shopping Center, Baton Rouge, Louisiana, is attached hereto.
(c)(iii) Ratification and Amendment of Agreement of Sale relating to the sale
of Hammond Aire Plaza Shopping Center, Baton Rouge, Louisiana, is attached
hereto.
(c)(iv) Second Amendment to Agreement of Sale relating to the sale of Hammond
Aire Plaza Shopping Center, Baton Rouge, Louisiana, is attached hereto.
(d)(i) Agreement of Sale relating to the contract to sell Brookhollow/Stemmons
Office Building, Dallas, Texas, previously filed as Exhibit (2) to the
Registrant's Report on Form 8-K dated March 27, 1997, is incorporated herein by
reference.
(d)(ii) Amendment No. 1 to Agreement of Sale relating to the sale of
Brookhollow/Stemmons Center Office Building, Dallas, Texas, is attached hereto.
(27) Financial Data Schedule of the Registrant for the three month period
ending March 31, 1997 is attached hereto.
(b) Reports on Form 8-K:
(i) A Current Report on Form 8-K dated December 18, 1996, was filed reporting
the contract to sell the Park Central Office Building in DeKalb County,
Georgia, and the closing of the sales at Perimeter 400 Center Office Building
in Fulton County, Georgia, and the Symphony Woods Office Building in Columbia,
Maryland.
(ii) A Current Report on Form 8-K dated March 27, 1997 was filed reporting the
contract to sell the Brookhollow/Stemmons Center Office Building, Dallas,
Texas.
<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 PENSION INVESTORS-VI
By: /s/Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Mortgage Advisors-VI, the General Partner
By: /s/Jayne A. Kosik
-----------------------------
Jayne A. Kosik
Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Mortgage Advisors-VI, the General
Partner
Date: May 8, 1997
---------------------------
<PAGE>
RATIFICATION AND AMENDMENT OF AGREEMENT OF SALE
THIS RATIFICATION AND AMENDMENT OF AGREEMENT OF SALE (this "Amendment"),
is entered into as of the 15th day of April, 1997, by and between CROSSTOWN
ASSET CORP. I, a Delaware corporation ("Purchaser"), and H-A LIMITED
PARTNERSHIP, an Illinois limited partnership ("Seller").
RECITALS
A. Purchaser and Seller entered into that certain Agreement of Sale dated
March 18, 1997 (the "Agreement") pursuant to which Purchaser agreed to purchase
and Seller agreed to sell the property commonly known as Hammond Aire Plaza,
East Baton Rouge Parish, Louisiana and more particularly described in the
Agreement (as defined in the Agreement, the "Property").
B. Purchaser subsequently terminated the Agreement by providing Seller
with the notice required under the Agreement.
C. Purchaser now desires to purchase and Seller now desires to sell the
Property on the same terms and conditions set forth in the Agreement, except as
amended by this Amendment.
NOW THEREFORE, Purchaser and Seller hereby agree as follows:
1. Ratification of Agreement. Purchaser agrees to purchase and Seller
agrees to sell the Property on the terms and conditions set forth in the
Agreement, except as expressly modified by this Amendment. Purchaser hereby
directs Escrow Agent to hold the Deposit (as defined in Section 2.1 of the
Agreement) in accordance with the provisions of the Escrow Agreement (as
defined in Section 2.1 of the Agreement).
2. Inspection Period. The Inspection Period (as defined in Section 7.1
of the Agreement) is hereby extended and will end at 5:00 p.m. Chicago time on
April 15, 1997.
3. Closing Date. The Closing Date (as defined in Section 8 of the
Agreement) is hereby changed to May 9, 1997.
4. Purchase Price. The Purchase Price (as defined in Section 1 of the
Agreement) is hereby reduced to Thirteen Million Eight Hundred Thousand and
No/100 Dollars ($13,800,000).
5. Agreement in Full Force and Effect. Except as set forth in this
Amendment, the terms, convenants, conditions and agreements of the Agreement
shall remain unmodified and otherwise in full force and effect. In the event
of any inconsistency between the terms of the Agreement and the terms of this
Amendment, the terms of this Amendment shall control. The term, "Agreement"
shall now mean the Agreement as modified by this Amendment.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first set forth above.
PURCHASER:
CROSSTOWN ASSET CORP. I, a Delaware
corporation
By: /s/ Jeffrey A. Parker
----------------------------
Name: Jeffrey A. Parker
Its: Vice President
SELLER:
H-A LIMITED PARTNERSHIP, an Illinois
limited partnership
By: H-A Partners, Inc., an Illinois corporation,
its general partner
By: /s/ John K. Powell, Jr.
----------------------------
Name: John K. Powell, Jr.
Its: Senior Vice President
<PAGE>
Joinder
The undersigned executes this joinder for the purposes of effectuating
its obligations arising under Paragraph 28 of the Agreement.
THE BALCOR COMPANY, a Delaware
corporation
By: /s/John K. Powell
---------------------
Name: John K. Powell
---------------------
Its: Senior Vice President
-----------------------------
ACKNOWLEDGMENT BY ESCROW AGENT
--------------------------------
Escrow agent hereby acknowlwdges that Escrow Agent is holding the Deposit
(as defined in Section 2.1 of the Agreement) pursuant to the terms of the
Escrow Agreement (as defined in the Section 2.1 of the Agreement).
ESCROW AGENT:
NEAR NORTH NATIONAL TITLE CORPORATION
as agent for First American Title
Insurance Company
By: /s/ unreadable
-----------------
Its: Authorized Representative
---------------------------
SECOND AMENDMENT TO AGREEMENT OF SALE
THIS SECOND AMENDMENT TO AGREEMENT OF SALE (this "Second Amendment") is
made and entered into as of this 18 day of April, 1997, by and among CROSSTOWN
ASSET CORP. I, a Delaware corporation ("Purchaser"), and H-A LIMITED
PARTNERSHIP, an Illinois limited partnership ("Seller").
RECITALS:
WHEREAS, Purchaser and Seller have entered into that certain Agreement of
Sale dated March 18, 1997 (the "Original Agreement"), for the property
described therein (the "Property"), commonly known as the Hammond Aire Plaza,
East Baton Rouge Parish, Louisiana;
WHEREAS, the parties previously amended the Original Agreement pursuant to
that certain Ratification and Amendment of Agreement of Sale (the "First
Amendment") dated April 15, 1997 (together, the Original Agreement and the
First Amendment are referred to herein as the "Agreement"); and
WHEREAS, the parties wish to execute this Second Amendment to amend the
Agreement on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Amendment. Section 2.2 of the Agreement is hereby amended dy deleting "One
Hundred Fourteen Thousand and No/100 Dollars ($114,000)" and inserting in its
place "One Hundred Five Thousand Nine Hundred and No/100 Dollars ($105,900)".
2. No Modification. Except as amended and modified hereby, the Agreement
shall be and remain unchanged in full force and effect in accordance with its
terms and it is hereby ratified and confirmed. In the event of any
inconsistency between the terms and conditions of the Agreement and the terms
and conditions of this Second Amendment, the terms and conditions of this
Second Amendment shall govern and Control. The term "Agreement" shall
hereafter mean the Agreement as modified by this Second Amendment.
3. Counterparts. This Second Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of
the day and year first written above.
PURCHASER:
CROSSTOWN ASSET CORP. I, a Delaware
corporation
By: /s/ Thomas F. Haller, Jr.
-------------------------------
Name: Thomas F. Haller, Jr.
Its: Vice President
SELLER:
H-A LIMITED PARTNERSHIP, an
Illinois limited partnership
By: H-A Partners, Inc., an Illinois
corporation, its general partner
By: /s/ John K. Powell, Jr.
-----------------------------
Name: John K. Powell, Jr.
Its: Senior Vice President<PAGE>
AMENDMENT NO. 1 TO AGREEMENT OF SALE
AMENDMENT NO. 1 TO AGREEMENT OF SALE (this "Amendment"), dated as of April
17, 1997, by and between Stemmons Center Limited Partnership, an Illinois
limited partnership ("Seller") and CMD Southwest, Inc., an Arizona corporation
("Purchaser").
WITNESSETH:
WHEREAS, Seller and Purchaser have entered into that certain Agreement of
Sale (as amended, the "Agreement") dated March 27, 1997, relating to that
certain property commonly known as Stemmons Center, Dallas, Texas; and
WHEREAS, Seller and Purchaser have agreed in the manner hereinafter set
forth to modify the terms of the Agreement.
NOW THEREFORE, in consideration of the foregoing premises, and the
agreements and representations hereinafter set forth, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Purchaser and Seller hereby agree to amend the Agreement as follows:
1. Definitions. Any capitalized terms used herein but not defined shall
have that meaning ascribed to them in the Agreement.
2. Amendment.
2.1. Purchase Price. The Purchase Price shall be $12,724,000.
2.2. Printing Credit. Purchaser shall receive a credit at Closing
in the amount of $80,000 on account of certain painting obligations under
Leases with the United States Postal Service.
3. Modification. This Amendment and the provisions hereof may not be
changed, waived or modified orally, but only by written agreement, signed by
the party against whom enforcement of any waiver, change or modification is
sought.
4. Full Force and Effect. All of the terms and conditions set forth in
the Agreement shall remain in full force and effect, except to the extent
otherwise expressly set forth in the Amendment.
5. Conflicts. In the event that any of the provisions of the Agreement
conflict with any of the terms and provisions of this Amendment, the terms and
conditions of this Amendment shall prevail.
6. Counterparts. This Amendment may be executed in any number of
identical counterparts, any or all of which may contain the signatures of less
than all of the parties, and all of which shall be construed together as a
single instrument.
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused its duly authorized
officers to sign this Amendment as of the date first above written.
SELLER:
STEMMONS CENTER LIMITED
PARTNERSHIP, an Illinois limited
partnership
By: Stemmons Center Partners, Inc., an
Illinois corporation, its general
partner
By: /s/ John K. Powell, Jr.
--------------------------------
Its: Senior Vice President
PURCHASER:
CMD SOUTHWEST, INC., an Arizona
corporation
By: /s/ Randall J. Selig
----------------------------------------
Its: Executive Vice President<PAGE>
April 7, 1997
H-A Limited Partnership ("Seller")
c/o The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road
Suite A-200
Bannockburn, Illinois 60015
Attention: Ilona Adams
Near North National Title Corporation ("Escrow Agent")
222 North LaSalle Street
First Floor
Chicago, Illinois 60601
Attention: Lou Cohen
Re: Purchase Agreement dated March 18, 1997 (the "Purchase Agreement")
between Seller and Crosstown Asset Corp. I ("Purchaser") for Hammond
Aire Plaza, Baton Rouge, Louisiana
Ladies and Gentlemen:
Purchaser hereby terminates the Purchase Agreement pursuant to Section 7.1
thereof. Attached is the required Due Diligence Termination Notice. Escrow
Agent is hereby directed to return the earnest money together with all interest
accrued thereon to Purchaser in accordance with the attached wiring
instructions.
Sincerely,
CROSSTOWN ASSET CORP. I, a Delaware
corporation
By: /s/ Timothy Scott Clark
-------------------------------
Name: Timothy Scott Clark
-------------------------------
Its: Asst. Vice President
-------------------------------
<PAGE>
cc: The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road
Suite A-200
Bannockburn, Illinois 60015
Attention: James Mendelson
Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661-3693
Attention: Daniel J. Perlman, Esq.
<PAGE>
DUE DILIGENCE TERMINATION NOTICE
April 7, 1997
Crosstown Asset Corp. I, a Delaware corporation, as Purchaser under that
certain Agreement of Sale dated March 18, 1997, providing for the sale of
property located in East Baton Rouge Parish, Louisiana and known as Hammond
Aire Plaza has terminated the Agreement of Sale pursuant to Paragraph 7.1
thereof.
The undersigned demands return of all Deposit deposited under the
Agreement of Sale pursuant to its right therein.
CROSSTOWN ASSET CORP. I, a Delaware
corporation
By: /s/ Timothy Scott Clark
---------------------------------
Name: Timothy Scott Clark
---------------------------------
Its: Asst. Vice President
---------------------------------
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 50407
<SECURITIES> 0
<RECEIVABLES> 2113
<ALLOWANCES> 4682
<INVENTORY> 0
<CURRENT-ASSETS> 52528
<PP&E> 29298
<DEPRECIATION> 0
<TOTAL-ASSETS> 82542
<CURRENT-LIABILITIES> 1447
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 77175
<TOTAL-LIABILITY-AND-EQUITY> 82542
<SALES> 0
<TOTAL-REVENUES> 7283
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 711
<LOSS-PROVISION> 256
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6316
<INCOME-TAX> 0
<INCOME-CONTINUING> 6316
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6316
<EPS-PRIMARY> 4.57
<EPS-DILUTED> 4.57
</TABLE>
