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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________________ to ______________________
Commission file number 0-14271
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
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(Exact name of Registrant as specified in its charter)
California 94-2949474
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(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
One Seaport Plaza, New York, N.Y. 10292-0128
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 214-3500
Securities registered pursuant to Section 12(b) of the Act:
None
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(Title of class)
Securities registered pursuant to section 12(g) of the Act:
Depositary Units of Limited Partnership Interest
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(Title of class)
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 CK No _
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [CK]
DOCUMENTS INCORPORATED BY REFERENCE
Registrant's Annual Report to Unitholders for the year ended December 31,
1998 is incorporated by reference into Parts I, II and IV of this Annual Report
on Form 10-K
Amended and Restated Limited Partnership Agreement of Registrant, dated
February 11, 1985, included as part of the Registration Statement filed with the
Securities and Exchange Commission on February 14, 1985 pursuant to Rule 424(b)
of the Securities Act of 1934 (the 'Prospectus') is incorporated by reference
into Part IV of this Annual Report on Form 10-K
Index to exhibits can be found on pages 11 through 13.
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PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I PAGE
<S> <C> <C>
Item 1 Business......................................................................... 3
Item 2 Properties....................................................................... 5
Item 3 Legal Proceedings................................................................ 6
Item 4 Submission of Matters to a Vote of Unitholders................................... 6
PART II
Item 5 Market for Registrant's Units and Related Unitholder Matters..................... 6
Item 6 Selected Financial Data.......................................................... 7
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations..................................................................... 7
Item 7A Quantitative and Qualitative Disclosures About Market Risk....................... 7
Item 8 Financial Statements and Supplementary Data...................................... 7
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure..................................................................... 7
PART III
Item 10 Directors and Executive Officers of the Registrant............................... 7
Item 11 Executive Compensation........................................................... 10
Item 12 Security Ownership of Certain Beneficial Owners and Management................... 10
Item 13 Certain Relationships and Related Transactions................................... 10
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K
Consolidated Financial Statements and Consolidated Financial Statement
Schedules...................................................................... 11
Exhibits......................................................................... 11
Reports on Form 8-K.............................................................. 13
SIGNATURES.................................................................................. 18
</TABLE>
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PART I
Item 1. Business
General
Prudential-Bache/Equitec Real Estate Partnership, a California Limited
Partnership (the 'Registrant'), was formed in June 1984 and will terminate on
December 31, 2009 unless terminated sooner under the provisions of the Amended
and Restated Limited Partnership Agreement (the 'Partnership Agreement'). The
Registrant was formed to invest in income-producing real estate with proceeds
raised from the initial sale of 68,795 depositary units ('Units'). The
Registrant's fiscal year for financial reporting and income tax purposes ends on
December 31.
The Registrant is engaged solely in the business of real estate investment;
therefore, presentation of industry segment information is not applicable. For
information regarding the Registrant's properties (collectively, the
'Properties' or individually, a 'Property'), see Item 2 Properties. For
information regarding the Registrant's operations, see Item 7 Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in the Registrant's Annual Report to Unitholders for the year ended
December 31, 1998 ('Registrant's Annual Report') which is filed as an exhibit
hereto.
On October 13, 1997, the Registrant entered into a purchase agreement, as
amended (the 'Purchase Agreement') with Glenborough Realty Trust Incorporated
and a subsidiary partnership, Glenborough Properties, L.P., (together, the
'Purchaser'), which are affiliates of two of the Registrant's general partners,
Glenborough Corporation and Robert Batinovich. Pursuant to the Purchase
Agreement, the Registrant intends to sell to the Purchaser (the 'Sale') all of
the Properties of the Registrant for cash. The Purchase Agreement provides for a
purchase price equal to $47,145,000. The gross proceeds will be reduced by the
mortgage debt as well as certain credits to the Purchaser, which, in addition to
any credits for secured obligations which are assumed by the Purchaser,
approximates $629,000 as of February 28, 1999, if certain items of deferred
maintenance at the Properties are not completed prior to the closing of the
Sale.
On May 28, 1998, a consent solicitation statement was sent to Unitholders,
who owned interests in the Registrant on April 1, 1998, seeking approval for the
Sale ('Consent Solicitation'). As of the termination of the consent solicitation
period on July 13, 1998, the requisite vote of Unitholders had consented to the
Sale and the liquidation of the Registrant.
On June 26, 1998, a purported class action entitled Arthur Unger v.
Prudential-Bache Properties, Inc., Glenborough Corporation, et.al., was filed in
the Supreme Court of the State of New York, County of New York (the 'Unger
Action'). The Unger Action claims, among other things, that the General Partners
of the Registrant breached their fiduciary duty to the Unitholders of the
Registrant by, among other things, failing to act reasonably to maximize the
distributions to be made to Unitholders pursuant to the proposed liquidation of
the Registrant.
In particular, the Unger Action claims that in considering the advisability
of offers made for one or more of the Registrant's real properties (the
'Properties') and direct and indirect interests in a joint venture whose sole
asset is one real property (the 'Interests,' and, together with the Properties,
the 'Assets'), the General Partners failed to use their best efforts to obtain
the highest possible bid. The Unger Action also claims that the consideration
for which the General Partners have agreed to sell the Assets pursuant to the
Purchase Agreement to the Purchaser is inadequate in that it is $2,000,000 less
than the appraised fair market value of the Assets. Moreover, the Unger Action
alleges that the Consent Solicitation disseminated by the General Partners in
connection with the proposed liquidation of the Registrant, contains certain
representations which are materially false and misleading. The Unger Action
seeks declaratory and compensatory relief and attorneys' fees and experts' fees.
Prior to the scheduled closing of the Sale on July 31, 1998, the Purchaser
advised the Registrant that it had elected not to proceed with the closing
because of the pendency of the Unger Action.
Thereafter, on November 19, 1998, the parties to the Unger Action entered
into a Stipulation of Settlement ('Settlement Stipulation'), which will allow
the Sale pursuant to the Purchase Agreement to go
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forward. Among other things, the Settlement Stipulation provides that the
Purchaser will deposit $2,000,000 with plaintiffs' counsel on the date of the
closing of the Sale (the 'Settlement Consideration'). The Settlement
Consideration will be used to pay certain costs, expenses and attorneys' fees
related to the Unger Action and the remainder will be distributed to all
eligible Unitholders. As required by the Settlement Stipulation, on November 16,
1998, the Registrant and the Purchaser entered into a Third Amendment to
Purchase Agreement, pursuant to which the parties agreed, among other things;
(a) to extend the closing date to a date not more than thirty (30) days after
(i) the expiration of the appeals period after the entry of a final judgment
approving the Settlement Stipulation, and (ii) the satisfaction of any remaining
conditions to closing, subject to the Purchaser's right to extend the closing
date for a period of up to thirty (30) days for the purpose of facilitating a
Section 1031 exchange; (b) that if the closing does not occur on or before
September 1, 1999, the transaction shall be terminated and the Purchaser shall
be entitled to a refund of its $1,000,000 earnest money deposit; and (c) that if
the closing occurs after March 31, 1999, all prorations and adjustments to the
purchase price shall nonetheless be made as of March 31, 1999 (the 'Effective
Closing Date'), thereby shifting to the Purchaser the risks of loss and the
prospects of gain with respect to the Assets as of the Effective Closing Date.
The court preliminarily approved the Stipulation Settlement on November 24,
1998. On February 16, 1999, a settlement hearing was held at which there were no
objectors. A final order to approve the Stipulation Settlement, among other
matters, has been submitted to the court and is presently awaiting the court's
signature.
Mr. Robert Batinovich and the Glenborough Corporation, who played key roles
in ensuring that mortgage financing was available to the Registrant under
difficult conditions a few years ago by providing certain guarantees, have
agreed to continue to provide their guarantees through November 1, 1999 to
ensure the continuation of the Registrant's mortgage financing. If the closing
does not occur by that date, the Registrant will be required to refinance the
present mortgage on the five properties.
In the event the Settlement Stipulation is not approved by the court, or the
Sale is not otherwise achieved, the Registrant will review alternatives for a
disposition of its Assets. It is anticipated that any alternative liquidation
plan will entail additional costs that the Sale to the Purchaser would not have
required. There can be no assurance that the Registrant will be able to sell all
of its Assets, or that any sales will exceed the prices offered by the Purchaser
pursuant to the Purchase Agreement.
However, it is anticipated that subject to the closing of the Purchase
Agreement, the Registrant intends to liquidate in 1999.
For the years ended December 31, 1998, December 31, 1997 and December 31,
1996, respectively, the following Properties' rental revenues were 15% or
greater of the Registrant's total operating revenue:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Montrose Office Park 45% 44% 40%
Poplar Towers 16% 17% 19%
Park Plaza 15% -- --
</TABLE>
Technical Resources, Inc., a tenant in the Montrose Office Park property,
accounted for approximately 10% of the Registrant's total operating revenue for
the years ended December 31, 1997 and December 31, 1996.
General Partners
The general partners of the Registrant are Prudential-Bache Properties, Inc.
('PBP'), and Glenborough Corporation and Robert Batinovich (together,
'Glenborough') (collectively, the 'General Partners').
Glenborough replaced Equitec Financial Group, Inc. ('EFG') as co-General
Partner of the Partnership on May 4, 1994 when EFG transferred its general
partner interest to Glenborough and withdrew and retired as general partner.
This substitution occurred as a result of the consent of a majority of interests
of the limited partners approving the transaction which was detailed in a proxy
statement dated December 1, 1993. PBP
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continues as co-General Partner. Glenborough Corporation continues to receive
fees and expense reimbursements in the same amount that was provided in the
property management agreement. See Note E to the consolidated financial
statements in the Registrant's Annual Report which is filed as an exhibit
hereto.
Competition
The General Partners and their affiliates have formed, and may continue to
form, various entities to engage in businesses which may be competitive with the
Registrant.
The Registrant faces active competition in all aspects of its business and
must compete with entities which own properties similar in type to those owned
by the Registrant. The ability of the Registrant to compete with these entities
depends on many factors, including the size, condition and specific location of
its facilities, and is affected by the competitive conditions of the real estate
market in general and the local markets in particular. Since each of the
Registrant's Properties is located in an area which contains numerous other
properties which may be considered competitive, the Registrant must compete on,
among other factors, rental rates, lease terms and amenities, including
availability of parking and public transportation.
Many of the factors affecting the ability of the Registrant to compete and,
therefore, affecting its revenues and expenses, are beyond the Registrant's
control, such as oversupply of similar rental facilities as a result of
overbuilding, increases in unemployment, population shifts, levels of corporate
activity, reduced availability of permanent mortgage funds, changes in zoning
laws or changes in tenants' needs. Expenses such as local real estate taxes and
utilities are subject to change and, while the provisions of certain existing
leases may mitigate the impact of any increases in such expenses, such changes
may not be fully reflected in rental rate increases upon lease renewal or in
connection with the execution of new leases if market conditions are not
favorable. Alternatively, the lack of new construction, reduced unemployment and
stable or reduced tax and utility expenses, all beyond the control of the
Registrant, may have a favorable impact upon the operations of the Properties.
The marketability of the Properties may also be affected (both positively and
negatively) by these factors as well as by changes in general or local economic
conditions including prevailing interest rates. Depending on market and economic
conditions, the Registrant may be required to retain ownership of its Properties
for periods longer than anticipated at acquisition or may need to sell or
refinance a Property during periods or under terms and conditions that are less
advantageous than would be the case if unfavorable economic or market conditions
did not exist.
Employees
The Registrant has no employees. Management and administrative services for
the Registrant are performed by the General Partners and their affiliates
pursuant to the Partnership Agreement. The General Partners receive compensation
and reimbursement of expenses in connection with such activities as described in
Section X of the Partnership Agreement. See Note E to the consolidated financial
statements in the Registrant's Annual Report which is filed as an exhibit
hereto.
Item 2. Properties
As of December 31, 1998, the Registrant owns the following properties:
<TABLE>
<CAPTION>
Effective
Average Annual
Occupancy Rate at Rental Rate
December 31, Land Net Rentable Per Square
Location and Type 1998 (in acres) Square Footage Foot
- - -------------------------------------- ------------------ ---------- -------------- --------------
<S> <C> <C> <C> <C>
Poplar Tower
Memphis, TN
Office building 94% 3.95 100,901 $11.20
Montrose Office Park
Rockville, MD
Office building complex 99% 18.42 186,680 $17.80
</TABLE>
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<TABLE>
<CAPTION>
Effective
Average Annual
Occupancy Rate at Rental Rate
December 31, Land Net Rentable Per Square
Location and Type 1998 (in acres) Square Footage Foot
- - -------------------------------------- ------------------ ---------- -------------- --------------
<S> <C> <C> <C> <C>
Totem Valley Business Center
Kirkland, WA
Industrial park 93% 10.40 121,645 $ 6.68
Gateway Plaza
Sacramento, CA
Office building 94% .87 50,556 $16.03
Park Plaza
Sacramento, CA
Office building 67% 1.37 71,226 $15.03
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35.01 531,008
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---------- --------------
</TABLE>
The Registrant originally invested in seven properties. In May 1993, the
Registrant and the first mortgage holder of the 399 Market Street property
entered into an agreement related to a deed-in-lieu of foreclosure with regard
to the property, and the Registrant delivered to the mortgage holder the title
to the property. Ashby Industrial Center was sold on August 8, 1992 and one of
the eight buildings comprising Totem Valley Business Center was sold on
September 16, 1991. The occupancy rate at Park Plaza decreased to 67% at
December 31, 1998 primarily as a result of the loss in the fourth quarter of
1998 of a major tenant which represented 24% of the rentable square footage.
The General Partners believe the Registrant's Properties are adequately
insured.
For information regarding the Registrant's investment in Properties and the
encumbrances to which the Properties are subject, see Note C to the consolidated
financial statements in the Registrant's Annual Report which is filed as an
exhibit hereto.
For additional information describing the Registrant's Properties, see
Supplementary Schedule III--Real Estate and Accumulated Depreciation on page 16
in Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K.
Item 3. Legal Proceedings
This information is incorporated by reference to Note A to the consolidated
financial statements in the Registrant's Annual Report which is filed as an
exhibit hereto.
Item 4. Submission of Matters to a Vote of Unitholders
None
PART II
Item 5. Market for Registrant's Units and Related Unitholder Matters
As of March 4, 1999, there were 4,741 holders of record owning 68,795 Units.
A significant secondary market for the Units has not developed, and it is not
expected that one will develop in the future. There are also certain
restrictions set forth in Section IV of the Partnership Agreement limiting the
ability of a Unitholder to transfer Units. Consequently, holders of Units may
not be able to liquidate their investments in the event of an emergency or for
any other reason.
There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the
Partnership Agreement; however, the Registrant has paid no distributions from
operations or otherwise since 1988. The amount, if any, to be distributed by the
Registrant from cash generated by operations in future quarters will be based on
the extent to which cash flow generated by the Properties, after tenant and
capital improvement costs, is sufficient to support such distributions. No
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distributions from operations are anticipated in the foreseeable future.
However, the Registrant has entered into a Purchase Agreement to sell all of its
Properties for cash. If the Purchase Agreement is consummated, distributions of
the net proceeds and the remaining assets will be made to Unitholders.
Furthermore, it is unlikely that investors will be returned a significant
portion of their original investment upon the Sale of the Registrant's
Properties and ultimate dissolution of the Registrant.
Item 6. Selected Financial Data
The following table presents selected financial data of the Registrant. This
data should be read in conjunction with the consolidated financial statements of
the Registrant and the notes thereto on pages 2 through 10 of the Registrant's
Annual Report which is filed as an exhibit hereto.
<TABLE>
<CAPTION>
Year ended November 1 Year ended
December 31, through October 31,
---------------------------------------------- December 31, -----------
1998 1997 1996 1995 1994(1) 1994
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(in thousands except per unit amounts)
<S> <C> <C> <C> <C> <C> <C>
Total revenue............ $ 7,662 $ 7,171 $ 6,414 $ 6,541 $ 1,125 $ 6,544
------- ------- ------- ------- ------------ -----------
------- ------- ------- ------- ------------ -----------
Gain on disposition of
investments............ $ -- $ 82 $ 33 $ -- $ -- $ --
------- ------- ------- ------- ------------ -----------
------- ------- ------- ------- ------------ -----------
Net loss................. $(1,201) $(1,144) $(1,138) $(1,032) $ (122) $ (794)
------- ------- ------- ------- ------------ -----------
------- ------- ------- ------- ------------ -----------
Net loss per Unit........ $(17.28) $(16.47) $(16.38) $(14.86) $ (1.76) $(11.43)
------- ------- ------- ------- ------------ -----------
------- ------- ------- ------- ------------ -----------
Total assets............. $31,679 $32,621 $33,346 $34,388 $ 35,737 $36,110
------- ------- ------- ------- ------------ -----------
------- ------- ------- ------- ------------ -----------
Notes payable............ $26,650 $26,650 $26,650 $26,621 $ 26,862 $26,917
------- ------- ------- ------- ------------ -----------
------- ------- ------- ------- ------------ -----------
Total cash
distributions.......... $ -- $ -- $ -- $ -- $ -- $ --
------- ------- ------- ------- ------------ -----------
------- ------- ------- ------- ------------ -----------
</TABLE>
(1) In November 1994, the General Partners approved a change in the Registrant's
fiscal year for financial reporting purposes from October 31 to December 31.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This information is incorporated by reference to pages 11 through 12 of the
Registrant's Annual Report which is filed as an exhibit hereto.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Information regarding quantitative and qualitative disclosures about market
risk is not required pursuant to Item 305(e) of Regulation S-K.
Item 8. Financial Statements and Supplementary Data
The financial statements are incorporated by reference to pages 2 through 10
of the Registrant's Annual Report which is filed as an exhibit hereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
There are no directors or executive officers of the Registrant. The
Registrant is managed by the General Partners.
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The Registrant, the Registrant's General Partners and their directors and
executive officers, and any persons holding more than ten percent of the
Registrant's Units are required to report their initial ownership of such Units
and any subsequent changes in that ownership to the Securities and Exchange
Commission on Forms 3, 4 and 5. Such executive officers, directors and persons
who own greater than ten percent of the Registrant's Units are required by
Securities and Exchange Commission regulations to furnish the Registrant with
copies of all Forms 3, 4 or 5 they file. All of these filing requirements were
satisfied on a timely basis. In making these disclosures, the Registrant has
relied solely on written representations of the General Partners' directors and
executive officers and persons who own greater than ten percent of the
Registrant's Units or copies of the reports they have filed with the Securities
and Exchange Commission during and with respect to its most recent fiscal year.
Prudential-Bache Properties, Inc.
The directors and executive officers of PBP and their positions with regard
to managing the Registrant are as follows:
Name Position
Brian J. Martin President, Chief Executive Officer,
Chairman of the Board of Directors and
Director
Barbara J. Brooks Vice President--Finance and Chief Financial
Officer
Eugene D. Burak Vice President and Chief Accounting Officer
Chester A. Piskorowski Senior Vice President
Frank W. Giordano Director
Nathalie P. Maio Director
BRIAN J. MARTIN, age 48, is the President, Chief Executive Officer, Chairman of
the Board of Directors, and a Director of PBP. He is a Senior Vice President of
Prudential Securities Incorporated ('PSI'), an affiliate of PBP. Mr. Martin also
serves in various capacities for other affiliated companies. Mr. Martin joined
PSI in 1980. Mr. Martin is a member of the Pennsylvania Bar.
BARBARA J. BROOKS, age 50, is the Vice President-Finance and Chief Financial
Officer of PBP. She is a Senior Vice President of PSI. Ms. Brooks also serves in
various capacities for other affiliated companies. She has held several
positions within PSI since 1983. Ms. Brooks is a certified public accountant.
EUGENE D. BURAK, age 53, is a Vice President of PBP. He is a Senior Vice
President of PSI and serves in various capacities for other affiliated
companies. Prior to joining PSI in September 1995, he was a management
consultant for three years and was with Equitable Capital Management Corporation
from March 1990 to May 1992. Mr. Burak is a certified public accountant.
CHESTER A. PISKOROWSKI, age 55, is a Senior Vice President of PBP. He is a
Senior Vice President of PSI and is the Senior Manager of the Specialty Finance
Asset Management area. Mr. Piskorowski has held several positions within PSI
since April 1972. Mr. Piskorowski is a member of the New York and Federal Bars.
FRANK W. GIORDANO, age 56, is a Director of PBP. He is a Senior Vice President
of PSI. Mr. Giordano also serves in various capacities for other affiliated
companies. He has been with PSI since July 1967.
NATHALIE P. MAIO, age 48, is a Director of PBP. She is a Senior Vice President
and Deputy General Counsel of PSI and supervises nonlitigation legal work for
PSI. She joined PSI's Law Department in 1983; presently, she also serves in
numerous capacities for other affiliated companies.
There are no family relationships among any of the foregoing directors or
executive officers. All of the foregoing directors and/or executive officers
have indefinite terms.
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Glenborough and Robert Batinovich
ROBERT BATINOVICH, age 62, was the President, Chief Executive Officer and
Chairman of Glenborough Corporation from its inception in 1978 until his
resignation effective January 10, 1996. On August 31, 1994, Mr. Batinovich was
elected Chairman, President and Chief Executive Officer of Glenborough Realty
Trust Incorporated ('GLB'), a Real Estate Investment Trust, which began trading
on the New York Stock Exchange on January 31, 1996. He was a member of the
Public Utilities Commission from 1975 to January 1979 and served as its
President from January 1977 to January 1979. He is a member of the Board of
Directors of Farr Company, a publicly held company that manufactures industrial
filters. He has extensive real estate investment experience. Mr. Batinovich's
business background includes managing and owning manufacturing, vending and
service companies and a national bank.
The directors and executive officers of Glenborough Corporation and their
positions with regard to managing the Registrant are as follows:
Name Position
Andrew Batinovich Chief Executive Officer and Chairman
of the Board
Robert E. Bailey Secretary and Corporate Counsel
Sandra L. Boyle President and Chief Operating Officer
Terri Garnick Chief Financial Officer
June Gardner Director
Laurence N. Walker Director
ANDREW BATINOVICH, age 40, was elected Chairman of the Board and Chief Executive
Officer of Glenborough Corporation on January 10, 1996. He has been employed by
Glenborough Corporation since 1983, and had functioned since 1987 as Chief
Operating Officer. Mr. Batinovich also serves as President, Chief Operating
Officer, and Director of GLB. He holds a California real estate broker's license
and is a Member of the National Advisory Council of BOMA International. He
received his B.A. in International Finance from the American University in
Paris. Prior to joining Glenborough Corporation, Mr. Batinovich was a lending
officer with the International Banking Group and the Corporate Real Estate
Division of Security Pacific National Bank. He is the son of Robert Batinovich.
ROBERT E. BAILEY, age 37, joined Glenborough Corporation in 1989 as Associate
Counsel and was elected Secretary of Glenborough Corporation on May 15, 1995. He
is responsible for all landlord/tenant documentation, tenant litigation,
corporate and partnership matters and employment matters. In 1984, he received
his Bachelor of Arts degree from the University of California at Santa Barbara
and his Juris Doctor degree from Vermont Law School in 1987. From 1987 to 1989,
Mr. Bailey was an associate with the law firm of Pedder, Stover, Hesseltine &
Walker, where he specialized in business litigation. He is a member of the State
Bar of California.
SANDRA L. BOYLE, age 50, has been associated with Glenborough Corporation or its
associated entities since 1984 and has served as President and Chief Operating
Officer of Glenborough Corporation since January 10, 1996. She was originally
responsible for residential marketing, and her responsibilities were gradually
expanded to include residential leasing and management in 1985, and commercial
leasing and management in 1987. She was elected Vice President in 1989, and
continues to supervise marketing, leasing, property management operations and
regional offices. Ms. Boyle also serves as an Executive Vice President of GLB.
Ms. Boyle holds a California real estate broker's license and a CPM designation,
and is a member of the National Advisory Council and Finance Committee of BOMA
International; and is on the Board of Directors of BOMA San Francisco and BOMA
California.
TERRI GARNICK, age 38, has served as Chief Financial Officer of Glenborough
Corporation since January 10, 1996. She is also Senior Vice President, Chief
Accounting Officer and Treasurer of GLB. Ms. Garnick is responsible for property
management accounting, financial statements, audits, Securities and Exchange
Commission reporting, and tax returns. Prior to joining Glenborough Corporation
in 1989, Ms. Garnick was a
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controller at August Financial Corporation from 1986 to 1989 and was a Senior
Accountant at Deloitte, Haskins and Sells from 1983 to 1986. She has a Bachelor
of Science degree from San Diego State University.
JUNE GARDNER, age 47, was elected a director of Glenborough Corporation on
January 10, 1996. She was associated with Glenborough Corporation from 1984
through 1995, as Senior Vice President and Corporate Controller with
responsibilities in the areas of corporate financial planning, reporting,
accounting and banking relationships. Before joining Glenborough Corporation,
Ms. Gardner was Assistant Vice President of JMB Realty Corporation from 1977 to
1984, with responsibilities in the areas of financial management and reporting.
LAURENCE N. WALKER, age 66, was elected a director of Glenborough Inland Realty
Corporation (merged into Glenborough Corporation on June 30, 1997) on January
10, 1996. He has been a member of the California State Bar since 1963, and is an
attorney specializing in in real estate law. Mr. Walker has been a director of
Glenborough Corporation related entities since 1985.
Except as noted above, there are no family relationships among the foregoing
directors or executive officers.
Item 11. Executive Compensation
The Registrant does not pay or accrue any fees, salaries or any other form of
compensation to directors and officers of the General Partners for their
services. Certain officers and directors of the General Partners receive
compensation from the General Partners and their affiliates, not from the
Registrant, for services performed for various affiliated entities, which may
include services performed for the Registrant; however, the General Partners
believe that any compensation attributable to services performed for the
Registrant is immaterial. See Item 13 Certain Relationships and Related
Transactions for information regarding compensation to the General Partners.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Glenborough Corporation's common stock is owned by Sandra L. Boyle, June
Gardner, Frank Austin and Laurence N. Walker and all of the preferred stock is
owned by Glenborough Realty Trust Incorporated.
As of March 4, 1999, no director or executive officer of PBP owns directly or
beneficially any interest in the voting securities of PBP.
As of March 4, 1999, no director or executive officer of either of the
General Partners owns directly or beneficially any of the Units issued by the
Registrant.
As of March 4, 1999, no beneficial owner who is neither a director nor
executive officer of either of the General Partners beneficially owns more than
five percent (5%) of the outstanding Units issued by the Registrant.
Item 13. Certain Relationships and Related Transactions
The Registrant has and will continue to have certain relationships with the
General Partners and their affiliates. However, there have been no direct
financial transactions between the Registrant and the directors or officers of
the General Partners.
Reference is made to Note E to the consolidated financial statements in the
Registrant's Annual Report which is filed as an exhibit hereto, which identifies
the related parties and discusses the services provided by these parties and the
amounts paid or payable for their services.
10
<PAGE>
<PAGE>
PART IV
<TABLE>
<CAPTION>
Page in
Annual Report
-------------
<S> <C> <C> <C>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Consolidated Financial Statements and Independent Auditors'
Report--incorporated
by reference to the Registrant's Annual Report which is filed as an exhibit
hereto
Independent Auditors' Report 2
Consolidated Financial Statements:
Consolidated Statements of Financial Condition--December 31, 1998 and
December 31, 1997 3
Consolidated Statements of Operations--Years ended December 31, 1998, 1997
and 1996 4
Consolidated Statements of Changes in Partners' Capital--Years ended
December 31, 1998, 1997 and 1996 4
Consolidated Statements of Cash Flows--Years ended December 31, 1998, 1997
and 1996 5
Notes to Consolidated Financial Statements 6
2. Consolidated Financial Statement Schedules and Independent Auditors' Report
on Schedules
Independent Auditors' Report on Schedules
Schedules:
II--Valuation and Qualifying Accounts and Reserves--Year ended December 31,
1998, 1997 and 1996
III--Real Estate and Accumulated Depreciation--At December 31, 1998
All other schedules have been omitted because they are not applicable or
the required information is included in the consolidated financial
statements and notes thereto.
3. Exhibits
Description:
2 Consent Solicitation Statement dated May 28, 1998 filed on the Registrant's
Proxy Statement on Schedule 14A and incorporated by reference.
3 and 4 Amended and Restated Limited Partnership Agreement of Registrant dated
February 11, 1985 (incorporated by reference to Amendment No. 1 to the
Registrant's Form S-11 Registration Statement filed on February 14, 1985)
and Amendment No. 1 thereto dated April 18, 1985 (incorporated by reference
to Form 8-A filed on February 28, 1986), as amended on March 25, 1994
(incorporated by reference to the Registrant's 1994 Annual Report filed on
Form 10-K)
3 and 4 Amended and Restated Agreement between General Partners dated December 28,
1990 (incorporated by reference to the Registrant's 1990 Annual Report
filed on Form 10-K)
</TABLE>
11
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
10(a) Note Modification Agreement between Montrose Office Park Joint Venture (a
joint venture which is indirectly wholly owned by the Registrant) and The
Variable Annuity Life Insurance Company (incorporated by reference to the
Registrant's 1991 Annual Report filed on Form 10-K)
10(b) Settlement Statement on Ashby Industrial Center dated August 6, 1992
(incorporated by reference to the Registrant's 1992 Annual Report filed on
Form 10-K)
10(c) Escrow Instruction on Sale of Ashby Industrial Center dated August 6, 1992
(incorporated by reference to the Registrant's 1992 Annual Report filed on
Form 10-K)
10(d) Agreement regarding Deed-in-Lieu of Foreclosure and Related Matters between
the Registrant and Fidelity Bank N.A. dated May 11, 1993 (incorporated by
reference to the Registrant's Quarterly Report for the period ended April
30, 1993 filed on Form 10-Q)
10(e) Loan Agreement by and among Registrant and Montrose Office Park Joint
Venture (a joint venture which is indirectly wholly owned by the
Registrant), and Wells Fargo Bank, National Association, executed as of
December 13, 1996. (1)
10(f) Amended, Restated and Consolidated Promissory Note dated December 13, 1996
in the amount of $26,650,000.00 by and among Registrant and Montrose Office
Park Joint Venture and Wells Fargo Bank, National Association. (1)
10(g) Deed of Trust, With Absolute Assignment of Leases and Rents, Security
Agreement, Assignment of Equipment Leases, Assignment of Permits and
Fixture Filing dated December 13, 1996 by and among Registrant, American
Securities Company, a corporation and Wells Fargo Bank, National
Association relating to the property known as Park Plaza Professional
Center, 1303 J Street, Sacramento, Sacramento County, California and to the
property known as Gateway Executive Center, 801 12th Street, Sacramento,
Sacramento County, California. (1)
10(h) Deed of Trust, With Absolute Assignment of Leases and Rents, Security
Agreement, Assignment of Equipment Leases, Assignment of Permits and
Fixture Filing dated December 13, 1996 by and among Registrant, Chicago
Title Insurance Company, a Missouri corporation and Wells Fargo Bank,
National Association relating to the property known as Totem Valley
Business Center, 12800 N.E. 126th Place, Kirkland, King County, Washington.
(1)
10(i) Amended and Restated Deed of Trust, With Absolute Assignment of Leases and
Rents, Security Agreement, Assignment of Equipment Leases, Assignment of
Permits and Fixture Filing dated December 13, 1996 by and among Montrose
Office Park Joint Venture, Chicago Title Insurance Company, a Missouri
corporation and Wells Fargo Bank, National Association relating to the
property known as Montrose Office Park, 3200-3206 Tower Oaks Boulevard,
Rockville, Montgomery County, Maryland. (1)
10(j) Deed of Trust, With Absolute Assignment of Leases and Rents, Security
Agreement, Assignment of Equipment Leases, Assignment of Permits and
Fixture Filing dated December 13, 1996 by and among Registrant, J. Richard
Rossie, a resident of Shelby County, Tennessee and Wells Fargo Bank,
National Association relating to the property known as Poplar Towers, 6263
Poplar Avenue, Memphis, Tennessee. (1)
10(k) Purchase Agreement, dated as of Effective Date, by and among Registrant and
Glenborough Realty Trust Incorporated and Glenborough Properties, L.P. (2)
10(l) Amendment to Purchase Agreement dated December 19, 1997 by and among
Registrant and Glenborough Realty Trust Incorporated and Glenborough
Properties, L.P. (2)
</TABLE>
12
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
10(m) Second Amendment to Purchase Agreement dated April 27, 1998 by and among
Registrant and Glenborough Realty Trust Incorporated and Glenborough
Properties L.P. (2)
10(n) Third Amendment to Purchase Agreement, dated November 16, 1998 by and among
Registrant, Glenborough Realty Trust Incorporated and Glenborough
Properties, L.P. (incorporated by reference to the Registrant's Quarterly
Report for the period ended September 30, 1998 filed on Form 10-Q)
13 Registrant's Annual Report to Unitholders for the year ended December 31,
1998 (with the exception of the information and data incorporated by
reference in Items 3, 7 and 8 of this Annual Report on Form 10-K, no other
information or data appearing in the Registrant's Annual Report is to be
deemed filed as part of this report)
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K--None
</TABLE>
- - ---------------
(1) Incorporated by reference to applicable exhibit included in Registrant's
Current Report on Form 8-K dated December 20, 1996
(2) Incorporated by reference to applicable exhibit included in Registrant's
Proxy Statement on Schedule 14A dated May 28, 1998
13
<PAGE>
<PAGE>
Deloitte & Touche LLP (LOGO)
50 Fremont Street
San Francisco, California 94105-2230
Telephone: (415) 247-4000
Facsimile: (415) 247-4329
INDEPENDENT AUDITORS' REPORT
Prudential-Bache/Equitec Real Estate Partnership
(a California limited partnership)
We have audited the consolidated financial statements of
Prudential-Bache/Equitec Real Estate Partnership (a California limited
partnership) as of December 31, 1998 and 1997, and for each of the three years
in the period ended December 31, 1998 and have issued our report thereon dated
February 16, 1999; such financial statements and report are included in your
1998 Annual Report and are incorporated herein by reference. Our audits also
included the consolidated financial statement schedules of
Prudential-Bache/Equitec Real Estate Partnership, listed in Item 14(a)2. These
financial statement schedules are the responsibility of the Partnership's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such financial statement schedules, when considered in relation to
the basic consolidated financial statements taken as a whole, present fairly in
all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
San Francisco, California
February 16, 1999
14
<PAGE>
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
- - --------------------------------------------------------------------------------
Allowance for Loss on Impairment of Assets
<TABLE>
<CAPTION>
Deductions-Amounts Balance at
Year ended Balance at Additions-Amounts written-off end of
December 31, beginning of year reserved during year during year year
- - ------------ ----------------- -------------------- ------------------ ----------
<S> <C> <C> <C> <C>
1998 $ 500,000 $ -- $ -- $ 500,000
1997 500,000 -- -- 500,000
1996 500,000 -- -- 500,000
</TABLE>
15
<PAGE>
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
(in thousands)
<TABLE>
<CAPTION>
Initial cost to
Registrant
-------------------------
Buildings Gross amount at which carried
and Net costs at close of period
improve- capitalized --------------------------------------
ments, (disposed) Buildings,
Encumbrances furniture subsequent to furniture
Description (C) Land and fixtures acquisition Land and fixtures Total (A)
- - ---------------------- ------------ ------- ------------- ------------- ------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Poplar Tower
Memphis, TN
Office building $ -- $ 1,678 $ 4,928 $ 1,756 $ 1,678 $ 6,684 $ 8,362
Montrose Office Park
Rockville, MD
Office building
complex -- 5,918 15,766 3,072 5,918 18,838 24,756
Totem Valley
Business Center
Kirkland, WA
Industrial park -- 2,666 5,265 (379) 2,083 5,469 7,552
Gateway and Park
Plaza
Sacramento, CA
Office buildings -- 1,163 9,075 1,943 1,163 11,018 12,181
Note Payable 26,650
------------ ------- ------------- ------------- ------- ------------ ---------
Totals $ 26,650 $11,425 $35,034 $ 6,392 $10,842 $ 42,009 $ 52,851
------------ ------- ------------- ------------- ------- ------------ ---------
------------ ------- ------------- ------------- ------- ------------ ---------
See notes to Schedule III on the following page.
<CAPTION>
Life on
which
depreciation
in the latest
Accumulated statement of
depreciation Date of Date operations is
Description (B) construction acquired computed
- - ---------------------- ----------- ------------ ---------- -------------
<S> <C> <C> <C> <C>
Poplar Tower
Memphis, TN 3 to
Office building $ 4,772 1974 5/01/86 30 years
Montrose Office Park
Rockville, MD
Office building 3 to
complex 9,352 1980-83 8/11/86 30 years
Totem Valley
Business Center
Kirkland, WA 3 to
Industrial park 3,027 1983-86 3/13/87 30 years
Gateway and Park
Plaza
Sacramento, CA 3 to
Office buildings 6,436 1982 6/15/87 30 years
Note Payable
-----------
Totals $23,587
-----------
-----------
</TABLE>
16
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
NOTES TO SCHEDULE III
December 31, 1998
(in thousands)
NOTE A--RECONCILIATION SUMMARY OF TRANSACTIONS--REAL ESTATE
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------------------
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period $ 52,444 $ 51,387 $ 50,605
Additions during period 407 1,057 810
------------ ------------ ------------
52,851 52,444 51,415
Cost of land conveyed -- -- (28)
------------ ------------ ------------
Balance at end of period $ 52,851 $ 52,444 $ 51,387
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
The allowance for loss on impairment for the above assets is $500 at December
31, 1998. See Note C to the consolidated financial statements in the
Registrant's Annual Report which is filed as an exhibit hereto.
The aggregate cost of land, buildings, and furniture and fixtures for Federal
income tax purposes for the tax year ended December 31, 1998 was $51,440.
NOTE B--RECONCILIATION SUMMARY OF TRANSACTIONS--ACCUMULATED DEPRECIATION
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------------------
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period $ 21,629 $ 19,634 $ 17,905
Additions during period 1,958 1,995 1,729
------------ ------------ ------------
Balance at end of period $ 23,587 $ 21,629 $ 19,634
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
NOTE C--ENCUMBRANCES
The note payable is secured by Deeds of Trust on each of the respective
properties and by security interests in the respective property's leases and
rents, and equipment and fixtures contained therein.
17
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Prudential-Bache/Equitec Real Estate
Partnership,
A California Limited Partnership
By: Prudential-Bache Properties, Inc.,
A Delaware corporation, Managing General
Partner
By: /s/ Eugene D. Burak Date: March 31, 1999
----------------------------------------
Eugene D. Burak
Vice President and Chief Accounting
Officer
By: Glenborough Corporation
General Partner
By: /s/ Andrew Batinovich Date: March 31, 1999
----------------------------------------
Andrew Batinovich
Chief Executive Officer and Chairman of
the Board of Directors
By: Robert Batinovich
General Partner
By: /s/ Robert Batinovich Date: March 31, 1999
----------------------------------------
Robert Batinovich
General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities (with respect to the General Partners) and on
the dates indicated.
By: Prudential-Bache Properties, Inc.,
A Delaware corporation, Managing General
Partner
By: /s/ Brian J. Martin Date: March 31, 1999
----------------------------------------
Brian J. Martin
President, Chief Executive Officer,
Chairman of the Board of Directors and
Director
By: /s/ Barbara J. Brooks Date: March 31, 1999
----------------------------------------
Barbara J. Brooks
Vice President-Finance and Chief
Financial Officer
By: /s/ Eugene D. Burak Date: March 31, 1999
----------------------------------------
Eugene D. Burak
Vice President
By: /s/ Frank W. Giordano Date: March 31, 1999
----------------------------------------
Frank W. Giordano
Director
By: /s/ Nathalie P. Maio Date: March 31, 1999
----------------------------------------
Nathalie P. Maio
Director
18
<PAGE>
<PAGE>
By: Glenborough Corporation and Robert
Batinovich
General Partners
By: /s/ Robert Batinovich Date: March 31, 1999
----------------------------------------
Robert Batinovich
Individually
By: /s/ Andrew Batinovich Date: March 31, 1999
----------------------------------------
Andrew Batinovich
Chief Executive Officer and Chairman of
the Board of Directors
By: /s/ Terri Garnick Date: March 31, 1999
----------------------------------------
Terri Garnick
Chief Financial Officer
By: /s/ June Gardner Date: March 31, 1999
----------------------------------------
June Gardner
Director
By: /s/ Laurence N. Walker Date: March 31, 1999
----------------------------------------
Laurence N. Walker
Director
19
<PAGE>
1998 ANNUAL REPORT
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
1
<PAGE>
Deloitte & Touche LLP (LOGO)
50 Fremont Street
San Francisco, California 94105-2230
Telephone: (415) 247-4000
Facsimile: (415) 247-4329
INDEPENDENT AUDITORS' REPORT
Prudential-Bache/Equitec Real Estate Partnership
(a California limited partnership)
We have audited the accompanying consolidated statements of financial condition
of Prudential-Bache/Equitec Real Estate Partnership (a California limited
partnership) as of December 31, 1998 and 1997 and the related consolidated
statements of operations, changes in partners' capital and cash flows for each
of the three years in the period ended December 31, 1998. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of
Prudential-Bache/Equitec Real Estate Partnership at December 31, 1998 and 1997
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1998 in conformity with generally
accepted accounting principles.
/s/ Deloitte & Touche LLP
San Francisco, California
February 16, 1999
2
<PAGE>
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
December 31, December 31,
1998 1997
- - ----------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
ASSETS
Investment in property:
Land $ 10,842 $ 10,842
Buildings, improvements and equipment 42,009 41,602
Less: Accumulated depreciation (23,587) (21,629)
Allowance for loss on impairment of assets (500) (500)
------------ ------------
Net investment in property 28,764 30,315
Cash and cash equivalents 1,896 1,106
Prepaid expenses and other assets, net 1,019 1,200
------------ ------------
Total assets $ 31,679 $ 32,621
------------ ------------
------------ ------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Note payable $ 26,650 $ 26,650
Due to affiliates 635 715
Accounts payable and accrued liabilities 1,003 664
Security deposits and deferred revenue 335 346
Real estate taxes payable 68 57
------------ ------------
Total liabilities 28,691 28,432
------------ ------------
Partners' capital
Unitholders (68,795 depositary units issued and outstanding) 3,265 4,454
General partners (277) (265)
------------ ------------
Total partners' capital 2,988 4,189
------------ ------------
Total liabilities and partners' capital $ 31,679 $ 32,621
------------ ------------
------------ ------------
- - ----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
</TABLE>
3
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------
1998 1997 1996
- - -----------------------------------------------------------------------------------------------------
(in thousands,
except per depositary unit
amounts)
<S> <C> <C> <C>
REVENUES
Operating $ 7,238 $ 6,719 $ 5,987
Recovery of expenses 424 370 394
Gain on disposition of investments -- 82 33
------- ------- -------
7,662 7,171 6,414
------- ------- -------
EXPENSES
Property operating 2,898 2,628 2,873
Interest 2,465 2,471 2,429
Depreciation and amortization 2,339 2,600 2,025
General and administrative 1,161 616 225
------- ------- -------
8,863 8,315 7,552
------- ------- -------
Net loss $(1,201) $(1,144) $(1,138)
------- ------- -------
------- ------- -------
ALLOCATION OF NET LOSS
Unitholders $(1,189) $(1,133) $(1,127)
------- ------- -------
------- ------- -------
General partners $ (12) $ (11) $ (11)
------- ------- -------
------- ------- -------
Net loss per depositary unit $(17.28) $(16.47) $(16.38)
------- ------- -------
------- ------- -------
- - -----------------------------------------------------------------------------------------------------
</TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
<TABLE>
<CAPTION>
GENERAL
UNITHOLDERS PARTNERS TOTAL
- - ---------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Partners' capital (deficit)--December 31, 1995 $ 6,714 $ (243) $ 6,471
Net loss (1,127) (11) (1,138)
----------- -------- -------
Partners' capital (deficit)--December 31, 1996 5,587 (254) 5,333
Net loss (1,133) (11) (1,144)
----------- -------- -------
Partners' capital (deficit)--December 31, 1997 4,454 (265) 4,189
Net loss (1,189) (12) (1,201)
----------- -------- -------
Partners' capital (deficit)--December 31, 1998 $ 3,265 $ (277) $ 2,988
----------- -------- -------
----------- -------- -------
- - ---------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
</TABLE>
4
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended
December 31,
--------------------------------
1998 1997 1996
- - -----------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,201) $ (1,144) $(1,138)
------- -------- -------
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 2,339 2,600 2,025
Lease concessions-effective rents 65 18 72
Gain on disposition of investments -- (82) (33)
Leasing commissions paid (64) (405) (271)
Changes in:
Prepaid expenses and other assets (91) 15 196
Due to affiliates (80) 10 5
Accounts payable and accrued liabilities 339 398 (25)
Security deposits and deferred revenue (11) 11 103
Real estate taxes payable 11 -- (16)
------- -------- -------
Total adjustments 2,508 2,565 2,056
------- -------- -------
Net cash provided by operating activities 1,307 1,421 918
------- -------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Building and tenant improvements (407) (1,057) (810)
Proceeds from disposition of investments -- 140 61
------- -------- -------
Net cash used in investing activities (407) (917) (749)
------- -------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan refinancing -- -- 26,650
Principal payments on notes -- -- (26,621)
Loan fees (110) (95) (307)
------- -------- -------
Net cash used in financing activities (110) (95) (278)
------- -------- -------
Net increase (decrease) in cash and cash equivalents 790 409 (109)
Cash and cash equivalents at beginning of period 1,106 697 806
------- -------- -------
Cash and cash equivalents at end of period $ 1,896 $ 1,106 $ 697
------- -------- -------
------- -------- -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 2,470 $ 2,338 $ 2,409
------- -------- -------
------- -------- -------
- - -----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
</TABLE>
5
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. General
Prudential-Bache/Equitec Real Estate Partnership, A California Limited
Partnership (the 'Partnership'), was formed on June 19, 1984 and will terminate
on December 31, 2009 unless ended sooner under the provisions of the Amended and
Restated Limited Partnership Agreement (the 'Partnership Agreement'). The
Partnership was formed for the purpose of purchasing, holding, operating,
leasing and selling various real properties. The general partners of the
Partnership are Prudential-Bache Properties, Inc. ('PBP') and Glenborough
Corporation and Robert Batinovich (together, 'Glenborough') (collectively, the
'General Partners'). At December 31, 1998, the Partnership owned five
properties.
On October 13, 1997, the Partnership entered into a purchase agreement, as
amended (the 'Purchase Agreement') with Glenborough Realty Trust Incorporated
and a subsidiary partnership, Glenborough Properties, L.P., (together, the
'Purchaser'), which are affiliates of two of the Partnership's general partners,
Glenborough Corporation and Robert Batinovich. Pursuant to the Purchase
Agreement, the Partnership intends to sell to the Purchaser (the 'Sale') all of
the Properties of the Partnership for cash. The Purchase Agreement provides for
a purchase price equal to $47,145,000. The gross proceeds will be reduced by the
mortgage debt as well as certain credits to the Purchaser, which, in addition to
any credits for secured obligations which are assumed by the Purchaser
approximates $629,000 as of February 28, 1999, if certain items of deferred
maintenance at the Properties are not completed prior to the closing of the
Sale.
On May 28, 1998, a consent solicitation statement was sent to Unitholders,
who owned interests in the Partnership on April 1, 1998, seeking approval for
the Sale ('Consent Solicitation'). As of the termination of the consent
solicitation period on July 13, 1998, the requisite vote of Unitholders had
consented to the Sale and the liquidation of the Partnership.
On June 26, 1998, a purported class action entitled Arthur Unger v.
Prudential-Bache Properties, Inc., Glenborough Corporation, et.al., was filed in
the Supreme Court of the State of New York, County of New York (the 'Unger
Action'). The Unger Action claims, among other things, that the General Partners
of the Partnership breached their fiduciary duty to the Unitholders of the
Partnership by, among other things, failing to act reasonably to maximize the
distributions to be made to Unitholders pursuant to the proposed liquidation of
the Partnership.
In particular, the Unger Action claims that in considering the advisability
of offers made for one or more of the Partnership's real properties (the
'Properties') and direct and indirect interests in a joint venture whose sole
asset is one real property (the 'Interests,' and, together with the Properties,
the 'Assets'), the General Partners failed to use their best efforts to obtain
the highest possible bid. The Unger Action also claims that the consideration
for which the General Partners have agreed to sell the Assets pursuant to the
Purchase Agreement to the Purchaser is inadequate in that it is $2,000,000 less
than the appraised fair market value of the Assets. Moreover, the Unger Action
alleges that the Consent Solicitation disseminated by the General Partners in
connection with the proposed liquidation of the Partnership, contains certain
representations which are materially false and misleading. The Unger Action
seeks declaratory and compensatory relief and attorneys' fees and experts' fees.
Prior to the scheduled closing of the Sale on July 31, 1998, the Purchaser
advised the Partnership that it had elected not to proceed with the closing
because of the pendency of the Unger Action.
Thereafter, on November 19, 1998, the parties to the Unger Action entered
into a Stipulation of Settlement ('Settlement Stipulation'), which will allow
the Sale pursuant to the Purchase Agreement to go forward. Among other things,
the Settlement Stipulation provides that the Purchaser will deposit $2,000,000
with plaintiffs' counsel on the date of the closing of the Sale (the 'Settlement
Consideration'). The Settlement Consideration will be used to pay certain costs,
expenses and attorneys' fees related to the Unger Action and the remainder will
be distributed to all eligible Unitholders. As required by the Settlement
Stipulation, on November 16, 1998, the Partnership and the Purchaser entered
into a Third Amendment to Purchase Agreement, pursuant to which the parties
agreed, among other things; (a) to extend the closing date to a date not more
than thirty (30) days after (i) the expiration of the appeals period after the
entry of a final judgment approving the Settlement Stipulation, and (ii) the
satisfaction of any remaining conditions to
6
<PAGE>
<PAGE>
closing, subject to the Purchaser's right to extend the closing date for a
period of up to thirty (30) days for the purpose of facilitating a Section 1031
exchange; (b) that if the closing does not occur on or before September 1, 1999,
the transaction shall be terminated and the Purchaser shall be entitled to a
refund of its $1,000,000 earnest money deposit; and (c) that if the closing
occurs after March 31, 1999, all prorations and adjustments to the purchase
price shall nonetheless be made as of March 31, 1999 (the 'Effective Closing
Date'), thereby shifting to the Purchaser the risks of loss and the prospects of
gain with respect to the Assets as of the Effective Closing Date.
The court preliminarily approved the Stipulation Settlement on November 24,
1998. On February 16, 1999, a settlement hearing was held at which there were no
objectors. A final order to approve the Stipulation Settlement, among other
matters, has been submitted to the court and is presently awaiting the court's
signature.
Mr. Robert Batinovich and the Glenborough Corporation, who played key roles
in ensuring that mortgage financing was available to the Partnership under
difficult conditions a few years ago by providing certain guarantees, have
agreed to continue to provide their guarantees through November 1, 1999 to
ensure the continuation of the Partnership's mortgage financing. If the closing
does not occur by that date, the Partnership will be required to refinance the
present mortgage on the five properties.
In the event the Settlement Stipulation is not approved by the court, or the
Sale is not otherwise achieved, the Partnership will review alternatives for a
disposition of its Assets. It is anticipated that any alternative liquidation
plan will entail additional costs that the Sale to the Purchaser would not have
required. There can be no assurance that the Partnership will be able to sell
all of its Assets, or that any sales will exceed the prices offered by the
Purchaser pursuant to the Purchase Agreement.
However, it is anticipated that subject to the closing of the Purchase
Agreement, the Partnership intends to liquidate in 1999.
Certain expenses, relating to lease commissions, lease concessions and loan
fees, have been deferred, although previously paid, and are amortized over the
terms of the respective leases or loans (see Note B below). At the closing of
the Sale, the remaining amount of these deferred items would be expensed. As of
December 31, 1998, the amount of such deferred items approximates $800,000 which
is reflected in 'Prepaid expenses and other assets, net' in the Consolidated
Statements of Financial Position.
B. Summary of Significant Accounting Policies
Basis of accounting principles
The books and records of the Partnership are maintained on the accrual basis
of accounting in accordance with generally accepted accounting principles.
The preparation of financial statements in conformity with generally accepted
accounting principles requires the General Partners to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The consolidated financial statements of the Partnership include the accounts
of Montrose Office Park Limited Partnership, in which the Partnership owns a
99.992% general partnership interest.
Investment in property
The Partnership's investment in property is held for use and is recorded at
depreciated cost absent any impairment loss. If a property is determined to be
impaired, it is recorded at the lower of its carrying value or its estimated
fair value. Property investments are depreciated or amortized using the
straight-line method over their estimated economic lives which range from 3 to
30 years depending on property type.
Cash and cash equivalents
Cash and cash equivalents include money market funds whose cost approximates
market value.
7
<PAGE>
Other assets
Other assets consist primarily of loan fees, lease concessions, and lease
commissions. Loan fees are capitalized and amortized on a straight-line basis
over the terms of the respective loans. Lease concessions and lease commissions
are deferred and amortized over the terms of the respective leases.
Income taxes
The Partnership is not required to provide for, or pay, any Federal or state
income taxes. Income tax attributes that arise from its operations are passed
directly to the individual partners. The Partnership may be subject to other
state and local taxes in jurisdictions in which it operates.
The following is a reconciliation of net loss for financial reporting
purposes with net loss for tax reporting purposes.
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------
1998 1997 1996
------- ------- -------
(in thousands)
<S> <C> <C> <C>
Net loss, financial reporting basis $(1,201) $(1,144) $(1,138)
Book depreciation in excess of tax depreciation 669 722 481
------- ------- -------
Net loss, income tax basis $ (532) $ (422) $ (657)
------- ------- -------
------- ------- -------
</TABLE>
Profit and loss allocations/distributions
For financial and tax reporting purposes, net profits or losses are allocated
99% to the Unitholders and 1% to the General Partners.
No distributions have been paid since 1988.
C. Investment in Property and Note Payable
The Partnership's properties, net of accumulated depreciation, and the
related debt at December 31, 1998 and 1997 were:
<TABLE>
<CAPTION>
Investment Note Payable
------------------- -------------------
Property 1998 1997 1998 1997
- - ----------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
Montrose Office Park, Rockville, MD $15,404 $16,270 $ -- $ --
Gateway and Park Plaza, Sacramento, CA 5,745 6,156 -- --
Totem Valley Business Center, Kirkland, WA 4,525 4,716 -- --
Poplar Tower, Memphis, TN 3,590 3,673 -- --
Less: allowance for loss on impairment of assets (500) (500) -- --
Note payable -- -- 26,650 26,650
------- ------- ------- -------
$28,764 $30,315 $26,650 $26,650
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
The Note from Wells Fargo Bank ('WFB') is in the amount of $26,650,000 (which
approximates the total amount of the individual notes on each of the five
properties). The Note bears interest at LIBOR 3.5% (i.e., 9.13% at December 31,
1998) reset monthly and matured on December 9, 1997. On December 9, 1997, the
Partnership entered into a modification agreement with WFB pursuant to which WFB
agreed to extend the maturity date of the Note until March 9, 1998. The
Partnership has since entered into additional modifications extending the
maturity date of the Note until November 1, 1999. The Note is secured by Deeds
of Trust on each of the respective properties and by security interests in the
respective property's leases and rents, and equipment and fixtures contained
therein.
8
<PAGE>
D. Lease Agreements
The provisions of the leases generally require tenants to pay for their
proportionate share of increases in building operating costs and property tax
increases. Future minimum rental receipts due under the noncancellable operating
leases with tenants are as follows:
<TABLE>
<CAPTION>
Year ending
December 31, (in thousands)
- - ---------------- --------------
<S> <C>
1999 $ 6,785
2000 5,140
2001 3,589
2002 2,313
2003 1,338
Thereafter 9,011
--------------
Total $ 28,176
--------------
--------------
</TABLE>
For the years ended December 31, 1998, December 31, 1997, December 31, 1996,
respectively, the following properties' rental revenues were 15% or greater of
the Partnership's total operating revenue:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Montrose Office Park 45% 44% 40%
Poplar Towers 16 17 19
Park Plaza 15 -- --
</TABLE>
During the years ended December 31, 1997 and December 31, 1996, Technical
Resources, Inc., a tenant in the Montrose Office Park property, accounted for
approximately 10% of the Partnership's total operating revenue.
9
<PAGE>
E. Related Parties
The General Partners and their affiliates perform services for the
Partnership which include, but are not limited to: accounting and financial
management; registrar, transfer and assignment functions; property management;
investor communications; printing and other administrative services. The General
Partners and their affiliates receive reimbursements for costs incurred in
connection with these services, the amount of which is limited by the provisions
of the Partnership Agreement. The costs and expenses were:
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------
1998 1997 1996
- - ----------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
PBP and affiliates
General and administrative $138 $124 $ 60
----- ----- -----
Glenborough Corporation and affiliates
Property management fee and expenses 622 686 634
Leasing commissions 15 119 131
----- ----- -----
637 805 765
----- ----- -----
$775 $929 $825
----- ----- -----
----- ----- -----
</TABLE>
During the year ended December 31, 1998, PBP was reimbursed $300,000, which
was applied to prior years' general and administrative expenses due. At December
31, 1998 and 1997, the total liability outstanding to PBP was $540,000 and
$715,000, respectively. In February 1999, PBP was fully reimbursed for general
and administrative expenses (except printing) due as of December 31, 1998.
The Partnership maintains an investment account with the Prudential
Institutional Liquidity Portfolio Fund, an affiliate of PBP, for investment of
its available cash in short-term instruments pursuant to the guidelines
established by the Partnership Agreement.
Prudential Securities Incorporated ('PSI'), an affiliate of PBP, owns 180
depositary units at December 31, 1998.
10
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
All of the Partnership's properties generated cash flow from operations after
debt service during the year ended December 31, 1998.
During the year ended December 31, 1998, the Partnership incurred $407,000
for building and tenant improvements primarily at the Park Plaza and Poplar
Towers properties. In order to keep the Partnership's properties competitive,
building and tenant improvements will continue to be required. Building and
tenant improvements for 1999 are currently budgeted for approximately $600,000.
The Partnership had cash of $1,896,000 at December 31, 1998. During the year
ended December 31, 1998, PBP was reimbursed $300,000, which was applied to prior
years' general and administrative expenses due. At December 31, 1998, the total
liability outstanding (including printing) was $540,000. In February 1999, PBP
was fully reimbursed for general and administrative expenses (except printing)
due as of December 31, 1998.
The Partnership in December 1996 consolidated and refinanced all of the
existing notes on the five properties. The new Note in the amount of $26,650,000
is secured by all of the properties and matured in December 1997. The
Partnership entered into a modification agreement with the lender in December
1997, pursuant to which the lender agreed to extend the maturity date of the
Note until March 9, 1998. The Partnership has since entered into additional
modifications extending the maturity date of the Note until November 1, 1999.
The Partnership has entered into a Purchase Agreement to sell all of its
Properties for cash. (See Note A to consolidated financial statements.) It is
unlikely that investors will be returned a significant portion of their original
investment upon the sale of the Properties and ultimate dissolution of the
Partnership.
Results of Operations
1998 versus 1997
The Partnership's net loss increased $57,000 for the year ended December 31,
1998 as compared to 1997 for the reasons discussed below.
Property operating revenue increased $519,000 for the year ended December 31,
1998 as compared to 1997 due to increases at the Montrose Office Park and Park
Plaza properties. The increase at both properties was due to higher average
occupancy during 1998 as compared to 1997.
Property operating expenses increased $270,000 for the year ended December
31, 1998 as compared to 1997 due to increases at Montrose Office Park, Poplar
Towers and Park Plaza. The increase at Montrose Office Park was mainly due to
higher maintenance and janitorial salaries; at Poplar Towers mainly due to
higher property taxes and utility costs and at Park Plaza mainly due to higher
janitorial salaries.
Depreciation and amortization decreased $261,000 for the year ended December
31, 1998 as compared to 1997 primarily due to the decrease in the amortization
of loan fees during 1998.
General and administrative expenses increased $545,000 for the year ended
December 31, 1998 as compared to 1997 primarily due to higher professional fees
incurred in connection with the Partnership's Consent Solicitation and legal
fees associated with resolving the Unger Action described in Note A to the
consolidated financial statements.
1997 versus 1996
The Partnership's net loss increased only $6,000 for the year ended December
31, 1997 as compared to 1996 for the reasons discussed below.
Property operating revenue increased $732,000 for the year ended December 31,
1997 as compared to 1996 primarily due to an increase at Montrose Office Park in
the amount of $587,000 as a result of increased occupancy in addition to
moderate increases in revenues at the Partnership's other properties.
11
<PAGE>
The Partnership recorded a gain of $82,000 from the disposition of an
investment in a captive insurance company for the year ended December 31, 1997.
Property operating expenses decreased $245,000 for the year ended December
31, 1997 as compared to 1996 due primarily to decreases at Montrose Office Park,
Poplar Towers, and Park Plaza.
Depreciation and amortization increased $575,000 for the year ended December
31, 1997 as compared to 1996 primarily due to the amortization of loan fees
relating to the mortgage refinancing in addition to an increase in depreciation
as a result of increased building and tenant improvement additions.
General and administrative expenses increased $391,000 for the year ended
December 31, 1997 as compared to 1996 primarily due to professional fees
incurred in connection with the Partnership preparing a consent solicitation
statement to the Unitholders in connection with the proposed sale of the
Partnership's Properties.
Year 2000
As the Partnership is expected to be liquidating in 1999 and will not have
operations in the year 2000, the General Partners do not believe it is
appropriate to include a discussion of the Year 2000.
12
<PAGE>
OTHER INFORMATION
The Partnership's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission is available to limited partners without charge upon written
request to:
Prudential-Bache/Equitec Real Estate Partnership
P.O. Box 2016
Peck Slip Station
New York, N.Y. 10272-2016
13
<PAGE>
<PAGE>
1998
- - --------------------------------------------------------------------------------
Prudential-Bache/Equitec Annual
Real Estate Partnership Report
<PAGE>
P.O. Box 2016
Peck Slip Station BULK RATE
New York, NY 10272 U.S. POSTAGE
PAID
Automatic Mail
PBEQ86/170368
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for P-B Equitec Real Estate
and is qualified in its entirety by reference
to such financial statements
</LEGEND>
<RESTATED>
<CIK> 0000757191
<NAME> P-B Equitec Real Estate
<MULTIPLIER> 1
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-START> Jan-1-1998
<PERIOD-END> Dec-31-1998
<PERIOD-TYPE> 12-Mos
<CASH> 1,896,000
<SECURITIES> 0
<RECEIVABLES> 1,019,000
<ALLOWANCES> (500,000)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 52,851,000
<DEPRECIATION> (23,587,000)
<TOTAL-ASSETS> 31,679,000
<CURRENT-LIABILITIES> 2,041,000
<BONDS> 26,650,000
0
0
<COMMON> 0
<OTHER-SE> 2,988,000
<TOTAL-LIABILITY-AND-EQUITY> 31,679,000
<SALES> 7,662,000
<TOTAL-REVENUES> 7,662,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,398,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,465,000
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,201,000)
<EPS-PRIMARY> (17.28)
<EPS-DILUTED> 0
</TABLE>
