UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
- ----- THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: November 30, 1998
-----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
- ----- THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-14342
-------
COMMERCIAL PROPERTIES 4, L.P.
(formerly Hutton/GSH Commercial Properties 4)
---------------------------------------------
Exact name of Partnership as specified in its charter
Virginia 11-2711361
-------- ----------
State or other jurisdiction I.R.S. Employer Identification No.
of incorporation
3 World Financial Center, 29th Floor
New York, NY Attn.: Andre Anderson 10285
- -------------------------------------- -----
Address of principal executive offices Zip code
Partnership's telephone number, including area code: (212) 526-3183
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
-------------------------------------
Title of Class
Indicate by check mark whether the Partnership (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 shorter period that the Partnership
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X 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 the Partnership's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
-----
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Prospectus of Partnership dated February 4, 1985 (included
in amendment No. 1 to Registration Statement, No. 2-95046, of Partnership
filed February 4, 1985) are incorporated by reference into Part III.
<PAGE>
2
PART I
Item 1. Business
(a) General Development of Business
-------------------------------
Commercial Properties 4, L.P. (the "Registrant" or the "Partnership") (formerly
known as Hutton/GSH Commercial Properties 4) is a Virginia limited partnership
organized pursuant to a Certificate and Agreement of Limited Partnership dated
November 1, 1984 of which CP4 Real Estate Services Inc. ("RE Services"),
formerly Hutton Real Estate Services XI, Inc. (see Item 10. "Certain Matters
Involving Affiliates of RE Services"), and HS Advisors III, Ltd. ("HS
Advisors"), are the general partners (together, the "General Partners").
Commencing February 4, 1985, the Partnership began offering through E.F. Hutton
& Company Inc. ("Hutton"), a former affiliate of the Partnership, up to a
maximum of 100,000 units of limited partnership interest (the "Units") at $500
per Unit. Investors who purchased the Units (the "Limited Partners") are not
required to make any additional capital contributions. The Units were registered
under the Securities Act of 1933, as amended (the "Act"), under Registration
Statement No. 2-95046, which Registration Statement was declared effective on
February 4, 1985.
The offering of Units was terminated on February 6, 1986. Upon termination of
the offering, the Partnership had accepted subscriptions for 56,341 Units for an
aggregate of $28,170,500. After deducting offering costs and initial working
capital reserves, approximately $23,600,000 was available for investment in real
estate. In addition, by deferring certain fees and commissions related to the
offering and utilizing $500,000 of working capital, an additional $1,800,000 was
available for investment in real estate. The Partnership was formed to engage in
the business of acquiring, operating and holding for investment, the following
two joint ventures: (i) Deerwood Center Associates Joint Venture, a Florida
joint venture partnership which owned and operated Reflections at Deerwood
Center ("Reflections") until November 30, 1994, and (ii) Skytop Associates Joint
Venture, a New York joint venture partnership which owned and operated Crosswest
Office Center ("Crosswest" or the "Property") until May 31, 1994.
Effective May 31, 1994, Enal Productions ("Enal"), the co-venturer of Skytop
Associates Joint Venture (the "Skytop Joint Venture"), withdrew and assigned all
of its right, title and interest in the Skytop Joint Venture to the Partnership.
As a result, the Skytop Joint Venture was dissolved as of May 31, 1994. No
consideration was paid to Enal in connection with this transaction.
Reflections was sold on November 30, 1994 and Crosswest was sold on December 29,
1998. The General Partners are currently winding up the affairs of the
Partnership and expect to dissolve the Partnership during fiscal 1999.
(b) Financial Information About Industry Segment
--------------------------------------------
The Partnership's sole business has been the ownership and operation of the
Property. All of the Partnership's revenues, operating profit or losses and
assets have related solely to such industry segment.
(c) Narrative Description of Business
---------------------------------
Incorporated by reference to Note 1 "Organization," Note 5 "Real Estate
Investments" and Note 6 "Mortgage Notes Payable" of the Notes to the
Consolidated Financial Statements included under Item 8 of this report.
The Partnership's principal investment objectives with respect to the Property
(in no particular order of priority) are:
1) Capital appreciation;
2) Distributions of Net Cash From Operations attributable to rental income;
3) Preservation and protection of capital; and
4) Equity build-up through principal reduction of mortgage loans, if any, on
the Property.
<PAGE>
3
Competition
- -----------
The Property is subject to competition from similar types of properties located
in the same vicinity. The business of owning and operating commercial office
buildings in the area where the Property is located is highly competitive, and
the Partnership competes with a number of established companies, some of which
have greater resources than the Partnership. The Property was sold on December
29, 1998. For a discussion of such sale, see Item 7 Management's Discussion and
Analysis of Financial Condition and Results of Operations.
Employees
- ---------
The Partnership has no employees.
Item 2. Properties
The Partnership's remaining Property was sold on December 29, 1998. A
description of the Property is incorporated by reference to Note 5 "Real Estate
Investments" of the Notes to the Consolidated Financial Statements in Item 8 of
this report.
Item 3. Legal Proceedings
The Partnership is not subject to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of Unitholders during the fourth quarter of
fiscal 1998.
PART II
Item 5. Market for Partnership's Limited Partnership Units and Unitholder
Matters
(a) Market Information
------------------
No established public trading market has developed for the Units, and it is not
anticipated that such a market will develop in the future.
(b) Holders
-------
As of November 30, 1998, the number of Unitholders was 2,900.
(c) Distributions
-------------
Distributions of Net Cash from Operations, if any, are to be made quarterly
approximately 45 days after the close of each fiscal quarter. Distributions of
Net Cash from Operations to the Limited Partners have been suspended since the
second quarter of 1987 due to the Partnership's need to increase the cash
reserve to fund tenant improvements, leasing commissions, any monthly operating
deficit at the Property and mortgage principal payments. As a result of the sale
of the Property on December 29, 1998, the General Partner intends to distribute
the net proceeds therefrom, together with the Partnership's remaining cash
reserves (after payment of or provision for the Partnership's liabilities and
expenses, and establishing a reserve for contingencies, if any) and dissolve the
Partnership in accordance with the Partnership Agreement.
<PAGE>
4
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
For the Years Ended November 30, 1998 1997 1996 1995 1994
- ---------------------------------------------------------------------------------------------
Dollars in thousands, except per Unit data
<S> <C> <C> <C> <C> <C>
Total Income $ 2,879 $ 2,852 $ 2,805 $ 2,630 $ 3,130
Net Income (Loss) 509 (252) (152) (234) (3,967)
Total Assets at Year End 13,551 13,235 15,119 15,417 15,525
Mortgage Payable 2,353 2,503 2,653 2,781 2,899
Net Cash Provided by (Used for) Operations 725 (180) 825 573 437
Net Income (Loss) per
Limited Partnership Unit: $ 8.95 $ (4.55) $ (2.82) $ (4.24) $(70.12)
</TABLE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
- -------------------------------
Since the full amount of units offered was not sold, insufficient funds were
raised to meet the Partnership's commitments with respect to the acquisition and
lease-up of the properties. In order to meet these commitments, the General
Partners have postponed reimbursements of certain fees and expenses. Funds made
available by deferring payment of the acquisition fee at Reflections have been
fully distributed to the Limited Partners as cash distributions. Cash flow from
operations have been utilized to make payments on the principal balance of the
mortgage secured by the Crosswest Property, or held in escrow to fund future
mortgage payments.
In June 1998, the General Partners engaged a nationally recognized real estate
brokerage firm to assist in the marketing for sale of the Partnership's
remaining Property, Crosswest Office Center. Accordingly, the Partnership's
remaining real estate assets, deferred rent receivable and prepaid leasing costs
were reclassified on the consolidated balance sheets to "Real estate assets held
for disposition." The Partnership also suspended recording depreciation and
amortization in accordance with Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of."
On December 29, 1998, the Partnership closed on the sale of Crosswest. The
Property was sold to Crosswest Associates, L.P. (the "Buyer"), an unaffiliated
partnership, for a selling price of approximately $12.0 million, net of existing
mortgage debt and closing adjustments, and is expected to result in a gain of
approximately $2.9 million which will be reflected in the Partnership's results
of operations for the three months ended February 28, 1999. The selling price
was determined by arm's length negotiations between the Partnership and the
Buyer.
As a result of the sale, the General Partners intend to distribute the net
proceeds therefrom, together with the Partnership's remaining cash reserves
(after payment of or provision for the Partnership's liabilities and expenses,
and establishing a reserve for contingencies, if any) and dissolve the
Partnership in accordance with the Partnership Agreement.
The Partnership had cash and cash equivalents at November 30, 1998 of $259,141,
compared with $133,958 at November 30, 1997. The increase is primarily
attributable to net cash from operating activities exceeding real estate
additions and mortgage principal payments. At November 30, 1998, the
Partnership's restricted cash balance was $601,805, compared with $402,707 at
November 30, 1997. The increase is primarily attributable to additional security
deposits received from new tenants at the Property. The restricted cash balance
at November 30, 1998 consisted of $227,024 in security deposits, $260,706 in
real estate tax escrows and $114,075 representing the Crosswest lockbox escrow
which was established pursuant to Crosswest's amended loan agreement.
<PAGE>
5
Prepaid expenses, net of accumulated amortization, totaled $56,096 at November
30, 1998, compared with $349,160 at November 30, 1997. The decrease was
primarily due to the reclassification of the Partnership's real estate,
including deferred leasing commissions, to "Real estate assets held for
disposition" as of June 1, 1998. Deferred rent receivable, which amounted to
$317,316 at November 30, 1997, was also reclassified to "Real estate assets held
for disposition." Accounts payable and accrued expenses totaled $731,125 at
November 30, 1998, compared with $435,377 at November 30, 1997. The increase is
primarily attributable to increases in security deposits and real estate taxes.
Due to affiliates was $2,010,531 at November 30, 1998, compared to $2,349,614 at
November 30, 1997. The decrease reflects the payment of a portion of the
principal and interest on advances due to the General Partners during the fourth
quarter of fiscal 1998.
Market Risk
- -----------
The Partnership's principal market risk exposure is interest rate risk. As a
result of the sale of the Property and payment of the associated mortgage debt
in December 1998, the Partnership no longer has any mortgage debt. The
Partnership's interest risk exposure is primarily limited to interest paid on
advances from the General Partners, and bears interest at the prime rate.
Additionally, interest income from the Partnership's cash and cash equivalents
is subject to interest rate risk in that such funds consist of short-term,
highly liquid investments invested at short-term rates. As the General Partners
expect the Partnership to dissolve in 1999, such risk is not considered material
to the Partnership's operations.
Y2K Initiatives
- ---------------
As noted above, all of the Partnership's properties have been sold and it is
anticipated that the Partnership will dissolve prior to December 31, 1999. In
the event that the Partnership is not liquidated prior to December 31, 1999,
potential Year 2000 issues relate primarily to outside vendors which provide the
Partnership's administrative services including accounting, tax preparation and
transfer agent services. Such services are heavily reliant on computer systems,
software products and equipment which may or may not be Year 2000 compliant. It
is anticipated that the cost of vendor compliance with Year 2000 problems will
be borne primarily by vendors. Although it is not possible at present to give an
estimate of the cost of this work to the Partnership, the General Partner does
not expect such costs to have a material adverse impact on the Partnership's
long term results of operations.
Results of Operations
- ---------------------
1998-1997
- ---------
Partnership operations resulted in net income of $509,353 for the year ended
November 30, 1998, compared with a net loss of $251,655 for fiscal 1997. The
change from net loss to net income is primarily attributable to the decrease in
depreciation and amortization expense due to the reclassification of the
Partnership's real estate to "Real estate assets held for disposition" as of
June 1, 1998. Net cash provided by operating activities totaled $725,383 for the
year ended November 30, 1998, compared with net cash used for operating
activities of $179,526 for the year ended November 30, 1997. The increase in net
cash flow is primarily due to the increase in income (before depreciation and
amortization) and to an increase in accounts payable and accrued expenses net of
a decrease in due to affiliates.
Rental income totaled $2,849,302 for the year ended November 30, 1998, compared
with $2,779,607 for the year ended November 30, 1997. The increase is primarily
attributable to higher average rental rates at the Property. Interest income
totaled $30,167 for the year ended November 30, 1998, compared with $72,217 for
fiscal 1997. The decrease is primarily due to the Partnership's lower average
cash balance in fiscal 1998.
Property operating expense totaled $1,035,588 for the year ended November 30,
1998, compared with $1,371,457 for the year ended November 30, 1997. The
decrease primarily reflects reductions in real estate taxes, cleaning expenses
and management fees.
Interest expense in fiscal 1998 decreased from fiscal 1997 levels, reflecting
the reduction in the first mortgage balance due to principal payments. General
and administrative expenses totaled $402,320 for the year ended November 30,
1998, compared with $228,998 for fiscal 1997. The increase is primarily
attributable to higher legal fees and partnership servicing costs.
<PAGE>
6
1997-1996
- ---------
Partnership operations resulted in a net loss of $251,655 for the year ended
November 30, 1997, compared with a net loss of $152,434 for the year ended
November 30, 1996. The higher net loss in 1997 is primarily due to increased
property operating and general and administrative expenses. Net cash used for
operating activities totaled $179,526, for the year ended November 30, 1997,
compared with net cash provided by operating activities of $825,328 for the year
ended November 30, 1996. The decrease is primarily due to the reimbursement of
certain deferred fees and expenses.
Rental income totaled $2,779,607 for the year ended November 30, 1997, compared
with $2,719,736 for the year ended November 30, 1996. The slight increase is
primarily attributable to higher base rent and reimbursable operating expense
and real estate tax escalations. Interest income totaled $72,217 for the year
ended November 30, 1997, compared with $85,121 for the year ended November 30,
1996. The decrease reflects lower average cash balances during 1997.
Property operating expenses totaled $1,371,457 for the year ended November 30,
1997, compared with $1,292,614 for the year ended November 30, 1996. The
increase is primarily due to higher administrative costs and to increased
management fees associated with the Property's cafeteria and fitness center,
which were partially offset by lower utility costs.
General and administrative expenses for the year ended November 30, 1997 were
$228,998, compared with $151,993 for fiscal 1996. Commencing in fiscal 1997,
certain expenses incurred by RE Services Inc., its affiliates, and an
unaffiliated third party service provider in servicing the Partnership, which
were voluntarily absorbed by affiliates of RE Services, Inc. in prior periods,
were reimbursable to RE Services, Inc. and its affiliates.
Item 8. Consolidated Financial Statements and Supplementary Data
<PAGE>
7
COMMERCIAL PROPERTIES 4, L.P.
AND CONSOLIDATED VENTURES
<TABLE>
- -------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS
<CAPTION>
At November 30, At November 30,
1998 1997
- -------------------------------------------------------------------------------
Assets
Real estate, at cost:
<S> <C> <C>
Land $ -- $ 2,000,000
Building and improvements -- 19,032,005
-----------------------------
-- 21,032,005
Less accumulated depreciation -- (9,208,423)
-----------------------------
-- 11,823,582
Real estate assets held for disposition 12,428,039 --
Cash and cash equivalents 259,141 133,958
Restricted cash 601,805 402,707
Rent receivable 92,786 106,351
Prepaid expenses, net of accumulated
amortization of $-0- in 1998 and
$522,642 in 1997 56,096 349,160
Deferred rent receivable -- 317,316
Other assets, net of accumulated
amortization of $90,051 in 1998
and $72,108 in 1997 112,873 101,775
- -------------------------------------------------------------------------------
Total Assets $13,550,740 $13,234,849
===============================================================================
Liabilities and Partners' Capital (Deficit)
Liabilities:
Mortgage note payable $ 2,352,981 $ 2,503,108
Accounts payable and accrued expenses 731,125 435,377
Due to affiliates, net 2,010,531 2,349,614
-----------------------------
Total Liabilities 5,094,637 5,288,099
-----------------------------
Partners' Capital (Deficit):
General Partners (119,306) (124,399)
Limited Partners (56,341 units outstanding) 8,575,409 8,071,149
-----------------------------
Total Partners' Capital 8,456,103 7,946,750
- -------------------------------------------------------------------------------
Total Liabilities and Partners' Capital $13,550,740 $13,234,849
===============================================================================
</TABLE>
<TABLE>
- -------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
For the years ended November 30, 1998, 1997 and 1996
<CAPTION>
General Limited
Partners Partners Total
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at November 30, 1995 $(135,482) $8,486,321 $8,350,839
Net income (loss) 6,554 (158,988) (152,434)
- -------------------------------------------------------------------------------
Balance at November 30, 1996 (128,928) 8,327,333 8,198,405
Net income (loss) 4,529 (256,184) (251,655)
- -------------------------------------------------------------------------------
Balance at November 30, 1997 (124,399) 8,071,149 7,946,750
Net income 5,093 504,260 509,353
- -------------------------------------------------------------------------------
Balance at November 30, 1998 $(119,306) $8,575,409 $8,456,103
===============================================================================
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
8
COMMERCIAL PROPERTIES 4, L.P.
AND CONSOLIDATED VENTURES
<TABLE>
- --------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended November 30,
<CAPTION>
1998 1997 1996
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income
Rental $2,849,302 $2,779,607 $2,719,736
Interest 30,167 72,217 85,121
--------------------------------------
Total Income 2,879,469 2,851,824 2,804,857
- --------------------------------------------------------------------------------------
Expenses
Property operating 1,035,588 1,371,457 1,292,614
Depreciation and amortization 576,718 1,101,770 1,101,925
Interest 355,490 401,254 410,759
General and administrative 402,320 228,998 151,993
--------------------------------------
Total Expenses 2,370,116 3,103,479 2,957,291
- --------------------------------------------------------------------------------------
Net Income (Loss) $ 509,353 $ (251,655) $ (152,434)
======================================================================================
Net Income (Loss) Allocated:
To the General Partners $ 5,093 $ 4,529 $ 6,554
To the Limited Partners 504,260 (256,184) (158,988)
- --------------------------------------------------------------------------------------
$ 509,353 $ (251,655) $ (152,434)
======================================================================================
Per limited partnership unit
(56,341 outstanding) $ 8.95 $ (4.55) $ (2.82)
- --------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
9
COMMERCIAL PROPERTIES 4, L.P.
AND CONSOLIDATED VENTURES
<TABLE>
- --------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended November 30,
<CAPTION>
1998 1997 1996
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income (loss) $ 509,353 $ (251,655) $ (152,434)
Adjustments to reconcile net income (loss)
to net cash provided by (used for)
operating activities:
Depreciation 507,688 956,236 960,358
Amortization 69,030 145,534 141,567
Increase (decrease) in cash arising
from changes in operating assets
and liabilities:
Restricted cash (199,098) 471,184 (104,116)
Rent receivable 13,565 (17,441) 1,775
Deferred rent receivable 28,006 52,832 30,996
Prepaid expenses and other assets (159,826) (53,895) (34,901)
Accrued interest payable -- (17,135) (826)
Due to affiliates (339,083) (1,513,947) 198,778
Accounts payable and accrued expenses 295,748 48,761 (215,869)
---------------------------------------
Net cash provided by (used for)
operating activities 725,383 (179,526) 825,328
- --------------------------------------------------------------------------------------
Cash Flows From Investing Activities:
Additions to real estate (450,073) (875,481) (218,026)
---------------------------------------
Net cash (used for) investing activities (450,073) (875,481) (218,026)
- --------------------------------------------------------------------------------------
Cash Flows From Financing Activities:
Mortgage principal payments (150,127) (150,069) (127,809)
---------------------------------------
Net cash (used for) financing activities (150,127) (150,069) (127,809)
- --------------------------------------------------------------------------------------
Net increase (decrease) in cash and
cash equivalents 125,183 (1,205,076) 479,493
Cash and cash equivalents, beginning
of year 133,958 1,339,034 859,541
---------------------------------------
Cash and cash equivalents, end of year $ 259,141 $ 133,958 $1,339,034
======================================================================================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ 326,186 $ 1,614,514 $ 211,050
- --------------------------------------------------------------------------------------
Supplemental Disclosure of Non-Cash Operating Activities:
In connection with the General Partners' intent to sell the Partnership's
property in 1998, carrying value of existing real estate assets, deferred rent
receivable and prepaid leasing commissions were reclassified to "Real estate
assets held for disposition."
- --------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
10
COMMERCIAL PROPERTIES 4, L.P.
AND CONSOLIDATED VENTURES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 1998, 1997, and 1996
1. Organization
Commercial Properties 4, L.P. (the "Partnership") was organized as a Limited
Partnership under the laws of the State of Virginia pursuant to a Certificate
and Agreement of Limited Partnership dated and filed November 1, 1984 (the
"Partnership Agreement"). The Partnership was formed for the purpose of
acquiring and operating certain types of commercial real estate. The General
Partners of the Partnership are CP4 Real Estate Services Inc. ("RE Services"),
which is an affiliate of Lehman Brothers (see below), and HS Advisors III, Ltd.
("HS Advisors"), which is an affiliate of Goodman Segar Hogan, Incorporated,
(see below). The General Partners expect to liquidate the Partnership in 1999.
On July 31, 1993, Shearson Lehman Brothers Inc. sold certain of its domestic
retail brokerage and asset management businesses to Smith Barney, Harris Upham &
Co. Incorporated ("Smith Barney"). Subsequent to the sale, Shearson Lehman
Brothers Inc. changed its name to Lehman Brothers Inc. ("Lehman Brothers"). The
transaction did not affect the ownership of the General Partners. However, the
assets acquired by Smith Barney included the name "Hutton". Consequently,
effective October 8, 1993, the Hutton Real Estate Services XI, Inc. General
Partner changed its name to CP4 Real Estate Services Inc., and effective August
3, 1995, Hutton/GSH Commercial Properties 4 changed its name to Commercial
Properties 4, L.P. to delete any reference to "Hutton".
On August 1, 1993, Goodman Segar Hogan, Incorporated ("GSH") transferred all of
its leasing, management and sales operations to Goodman Segar Hogan Hoffler,
L.P., a Virginia limited partnership ("GSHH"). On that date, the leasing,
management and sales operations of a portfolio of properties owned by the
principals of Armada/Hoffler were also obtained by GSHH. The General Partner of
GSHH is Goodman Segar Hogan Hoffler, Inc., a Virginia corporation ("GSHH Inc."),
which has a one percent interest in GSHH. The stockholders of GSHH Inc. are GSH
with a sixty-two percent stock interest and H.K. Associates, L.P., an affiliate
of Armada/Hoffler ("HK"), with a thirty-eight percent stock interest. The
remaining ninety-nine percentage interests in GSHH are limited partnership
interests owned fifty percent by GSH and forty-nine percent by HK. On September
28, 1998, GSH sold its general partner and limited partner interests in GSHH to
The St. Joe Company, an unaffiliated company. The transactions did not affect
the ownership of the General Partners.
Effective May 31, 1994, Enal Productions ("Enal"), the coventurer of Skytop
Associates Joint Venture ("Skytop"), withdrew and assigned all of its right,
title and interest in Skytop to the Partnership. The minority interest
attributed to Enal in the amount of $1,026,164 was accounted for as a reduction
in the net carrying value of real estate investments. No consideration was paid
to Enal as part of this transaction. As a result of the withdrawal of Enal and
the transfer of interest to the Partnership, Skytop dissolved as of May 31,
1994.
2. Significant Accounting Policies
Consolidation The consolidated financial statements include the accounts of the
Partnership and its ventures, Skytop and Deerwood Center Associates Joint
Venture ("Deerwood"). The Partnership had a 100% share of ownership of capital
in both its ventures up through the dissolution of Skytop on May 31, 1994. As of
November 30, 1998 and 1997, the consolidated financial statements include the
accounts of the Partnership and Deerwood, in which the Partnership continues to
have a 100% share of ownership of capital. Intercompany accounts and
transactions between the Partnership and its joint ventures have been eliminated
in consolidation.
<PAGE>
11
COMMERCIAL PROPERTIES 4, L.P.
AND CONSOLIDATED VENTURES
Real Estate Investments Real estate investments consist of just one commercial
office building at November 30, 1998 and 1997, and are recorded at cost less
accumulated depreciation. Cost includes the initial purchase price of the
property plus closing costs, acquisition and legal fees and capital
improvements. Depreciation is computed using the straight-line method based on
estimated useful lives of 10 to 25 years, except for tenant improvements, which
are depreciated over the terms of the respective leases.
Real Estate Assets Held for Disposition Real estate assets held for disposition
are carried at the lower of carrying value or fair market value less costs to
sell. During the third quarter of 1998, real estate assets for Crosswest Office
Center ("Crosswest" or the "Property") were reclassified as held for disposition
and were no longer depreciated.
Leases Leases are accounted for as operating leases. Leasing commissions are
amortized over the terms of the respective leases and are included in prepaid
expenses, net of accumulated amortization. In the third quarter 1998, leasing
commissions were reclassified as real estate assets held for disposition and
were no longer amortized.
Accounting for Impairment In March 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 121 Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
("FAS 121"), which requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount. FAS 121 also addresses the accounting for
long-lived assets that are expected to be disposed of. The Partnership adopted
FAS 121 during the fourth fiscal quarter of 1995.
Fair Value of Financial Instruments Statement of Financial Accounting Standards
No. 107, "Disclosures about Fair Value of Financial Instruments" ("FAS 107"),
requires that the Partnership disclose the estimated fair values of its
financial instruments. Fair values generally represent estimates of amounts at
which a financial instrument could be exchanged between willing parties in a
current transaction other than in forced liquidation. However, in many instances
current exchange prices are not available for certain of the Partnership's
financial instruments, since no active market generally exists for such
financial instruments.
Fair value estimates are subjective and are dependent on a number of significant
assumptions based on management's judgment regarding future expected loss
experience, current economic conditions, risk characteristics of various
financial instruments, and other factors. In addition, FAS 107 allows a wide
range of valuation techniques. Therefore, comparisons between entities, however
similar, may be difficult.
Cash and Cash Equivalents Cash and cash equivalents consist of short-term
highly liquid investments which have maturities of three months or less from the
date of purchase. The carrying value approximates fair value because of the
short maturity of these instruments.
Restricted Cash Restricted cash represents funds escrowed for future payment of
real estate taxes, security deposits and excess cash from Crosswest operations
escrowed for capital improvements and leasing commissions (Note 6).
Deferred Rent Receivable Deferred rent receivable consists of rental income
which is recognized on a straight-line basis over the term of the respective
leases but will not be received until later periods.
Financing Costs Financing costs are amortized over the life of the mortgage
note (Note 6) and are included in other assets, net of accumulated amortization.
<PAGE>
12
COMMERCIAL PROPERTIES 4, L.P.
AND CONSOLIDATED VENTURES
Income Taxes No provision for income taxes has been made in the financial
statements since such taxes are the responsibility of the individual partners
rather than the Partnership.
Use of Estimates The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
3. The Partnership Agreement
The Partnership Agreement provides that the net cash from operations, as
defined, for each fiscal year will be distributed on a quarterly basis 98% to
the Limited Partners and 2% to the General Partners until each Limited Partner
has received a 9% annual, noncumulative return on his adjusted capital
investment, as defined. The remaining net cash from operations will then be
distributed to the General Partners until the General Partners have received 10%
of the aggregate net cash from operations distributed to all partners. The
balance of net cash from operations will then be distributed 90% to the Limited
Partners and 10% to the General Partners.
Net proceeds from sales or refinancings shall be distributed 99% to the Limited
Partners and 1% to the General Partners until each Limited Partner has received
an amount equal to his adjusted capital and a 10% cumulative annual return
thereon, reduced by any net cash from operations previously distributed to such
Limited Partner. The balance of net proceeds from sales or refinancings will
then be distributed 85% to the Limited Partners and 15% to the General Partners.
Income before depreciation for any fiscal year and all gains from sales or
refinancings will be allocated in substantially the same manner as net cash from
operations. Losses and depreciation for any fiscal year shall be allocated 99%
to the Limited Partners and 1% to the General Partners.
If upon the dissolution of the Partnership the General Partners have negative
capital accounts, they shall contribute to the capital of the Partnership, an
amount not to exceed 1% of the total capital contributions made by all the
Partners, less any prior capital contributions made by the General Partners. In
no event shall the General Partners be obligated to contribute an amount in
excess of any negative balance in their respective capital accounts, except as
noted below.
If as a result of the dissolution of the Partnership, the sum of the Limited
Partners' capital contributions plus an amount equal to a 6% cumulative annual
return on each Limited Partner's adjusted capital value less any distributions
made to each Limited Partner from net cash flow from operations, exceeds
aggregate distributions to the Limited Partners of net proceeds from a sale or
refinancing, the General Partners will contribute to the Partnership for
distribution to the Limited Partners an amount equal to the lesser of such
excess or the aggregate distribution of net proceeds from a sale or refinancing
distributed to the General Partners.
4. Transactions with Related Parties
The following is a summary of the amounts earned by or accrued to the General
Partners and their affiliates during the years ended November 30, 1998, 1997 and
1996:
<TABLE>
<CAPTION>
Unpaid Accrual
November 30, ------------------------------
1998 1998 1997 1996
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advances and related interest $ 919,206 $218,357 $270,144 $198,685
Acquisition fees 623,925 -- -- --
Selling commissions 467,400 -- -- --
- -------------------------------------------------------------------------------
$2,010,531 $218,357 $270,144 $198,685
===============================================================================
</TABLE>
<PAGE>
13
COMMERCIAL PROPERTIES 4, L.P.
AND CONSOLIDATED VENTURES
The advances from the General Partners bear interest at the prime rate, and are
to be repaid from future cash flows of the Partnership, when available. A
payment of $500,000 was made in the fourth quarter of 1998. Payments of
$1,500,000 and $250,000 were paid during the third and fourth quarter of 1997,
respectively. Interest expense recorded on the advances was $165,408, $201,360
and $198,685 during 1998, 1997 and 1996, respectively.
Effective as of January 1, 1997, the Partnership began reimbursing certain
expenses incurred by RE Services and its affiliates in servicing the
Partnerships to the extent permitted by the partnership agreement. In prior
years, affiliates of RE Services had voluntarily absorbed these expenses. For
the year ended November 30, 1998, $29,000 was accrued and $23,949 was paid, and
for November 30, 1997, $34,840 was accrued and $33,944 was paid.
5. Real Estate Investments
Since inception, the Partnership acquired two commercial office buildings
through investments in joint ventures as follows:
<TABLE>
<CAPTION>
Rentable
Square Date Purchase
Property Name Feet Location Acquired Price
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Crosswest (a) 152,000 Westchester, NY 9/10/85 $16,048,055
Reflections (b) 114,000 Jacksonville, FL 12/17/85 $11,300,170
- -------------------------------------------------------------------------------
<FN>
(a) Crosswest was originally acquired by the Skytop Joint Venture and was sold
on December 29, 1998.
(b) Reflections was acquired by the Deerwood Joint Venture and was sold on
November 30, 1994.
</FN>
</TABLE>
6. Mortgage Notes Payable
Skytop Associates Joint Venture On October 10, 1990, the Partnership entered
into a mortgage loan agreement with Apple Bank for Savings. The principal amount
of the loan was $1,973,861 and bore interest at 10.25% and was payable in equal
monthly installments of $18,117, applied to principal and interest, commencing
December 1, 1990 through October 1, 1993. On October 1, 1993, the entire balance
of the debt outstanding was due and payable. At the option of the General
Partners, the loan was extended to November 18, 1993. The loan was
collateralized by Crosswest.
On November 18, 1993, the extended maturity date, the Partnership obtained
replacement financing on Crosswest from The Penn Mutual Life Insurance Company,
an unaffiliated party. Total proceeds of $3,000,000 were received and are
collateralized by a Mortgage and Security Agreement and an Assignment of Rents
and Leases Agreement encumbering Crosswest. The Partnership increased the amount
of the mortgage debt on the Property in order to provide funds to complete the
leasing of the Property. The term of the loan is for seven years and at an
annual interest rate of 7.75% and requires monthly payments of principal and
interest based on a 15 year amortization schedule. The loan also requires a
lockbox account, into which all excess rental receipts from Crosswest are to be
directly deposited each month.
As a result of the withdrawal of Enal and the transfer of Enal's right, title,
and interest in Skytop to the Partnership as of May 31, 1994, (Note 1), the
Partnership agreed to be bound by all of the obligations of Skytop pursuant to
the Mortgage and Security Agreement and the Assignment of Rents and Leases that
encumbered the property as of May 31, 1994.
<PAGE>
14
COMMERCIAL PROPERTIES 4, L.P.
AND CONSOLIDATED VENTURES
Annual principal maturities of the mortgage note over the next three years are
as follows:
<TABLE>
-----------------------------------------------
<S> <C>
1999 $ 148,184
2000 174,086
2001 2,030,711
-----------------------------------------------
$2,352,981
==========
</TABLE>
Based on the borrowing rates currently available to the Partnership for mortgage
loans with similar terms and average maturities, the fair value of long-term
debt approximates carrying value.
As a result of the sale of Crosswest on December 29, 1998, the balance of the
mortgage was paid in full.
7. Rental Income Under Operating Leases
Since the Property was sold on December 29, 1998 (see Note 9), future minimum
rental income on noncancellable operating leases at Crosswest has not been
presented.
8. Reconciliation of Net Income to Tax Loss
For the year ended November 30, 1998, net income reported in the financial
statements exceeded the taxable income by $52,562. For the year ended November
30, 1997, taxable income exceeded the net loss reported in the financial
statements by $353,746. For the year ended November 30, 1996, taxable income
exceeded the net loss reported in the financial statements by $277,916. These
differences are due to the differences between the tax basis and financial
statement basis of buildings and improvements and the use of accelerated methods
of depreciating real estate for tax purposes as compared to the straight-line
method used for financial statement purposes. In addition, rental income is
recorded on a straight-line basis over the term of the lease for financial
statement purposes, and is reportable for tax purposes when received or
receivable.
9. Subsequent Event
On December 29, 1998, the Partnership closed on the sale of Crosswest. The
Property was sold to Crosswest Associates, L.P. (the "Buyer"), an unaffiliated
partnership, for a selling price of approximately $12.0 million, net of existing
mortgage debt and closing adjustments, and is expected to result in a, gain of
approximately $2.9 million which will be reflected in the Partnerships results
of operations for the three months ended February 28, 1999. The selling price
was determined by arm's length negotiations between the Partnership and the
Buyer.
As a result of the sale, the General Partners intend to distribute the net
proceeds therefrom, together with the Partnership's remaining cash reserves
(after payment of or provision for the Partnership's liabilities and expenses,
and establishing a reserve for contingencies, if any) and dissolve the
Partnership in accordance with the Partnership Agreement.
<PAGE>
15
- -------------------------------------------------------------------------------
REPORT OF INDEPENDENT AUDITORS
- -------------------------------------------------------------------------------
General and Limited Partners
Commercial Properties 4, L.P.
and Consolidated Ventures
We have audited the accompanying consolidated balance sheets of Commercial
Properties 4, L.P. and Consolidated Ventures as of November 30, 1998 and 1997
and the related consolidated statements of operations, partners' capital
(deficit) and cash flows for each of the three years in the period ended
November 30, 1998. Our audits also included the financial statement schedule
listed in the Index at Item 14(a). These financial statements and schedule are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Commercial
Properties 4, L.P. and Consolidated Ventures at November 30, 1998 and 1997 and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended November 30, 1998, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
/s/ERNST & YOUNG LLP
New York, New York
February 5, 1999
<PAGE>
16
<TABLE>
Schedule III - Real Estate and Accumulated Depreciation
November 30, 1998
<CAPTION>
Crosswest
Commercial Property: Office Center
- --------------------------------------------------------------------------------------
<S> <C>
Location Westchester, NY
Acquisition date 09-10-85
Life on which depreciation in latest income statements is computed 10 - 25 years
Encumbrances $ 2,352,981
Initial cost to Partnership:
Land 2,000,000
Building and improvements 14,048,055
Costs capitalized subsequent to acquisition:
Land, building and improvements 5,522,812
Deferred rent receivable 289,310
Leasing commissions 372,762
Retirements (470,232)
Gross amount at which carried at close of period (1):
Land 2,000,000
Building and improvements 19,100,635
Deferred rent receivable 289,310
Leasing commissions 372,762
-----------
Total (3) $21,762,707
-----------
Accumulated depreciation (2 and 3) $ 9,334,668
- --------------------------------------------------------------------------------------
<FN>
(1) For Federal income tax purposes, the aggregate basis of land, buildings and
improvements is $19,266,214.
(2) For Federal income tax purposes, the amount of accumulated depreciation is
$9,635,304.
(3) The net of these numbers, $12,428,039, represents the amount of real estate
assets held for disposition.
</FN>
</TABLE>
A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended November 30, 1998, 1997, and 1996:
<TABLE>
<CAPTION>
1998 1997 1996
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Real estate investments:
Beginning of year $21,032,005 $20,241,490 $20,027,287
Additions 450,073 875,481 218,026
Deferred rent 289,310 -- --
Leasing commissions 372,762 -- --
Retirements (381,443) (84,966) (3,823)
- --------------------------------------------------------------------------------------
End of year $21,762,707 $21,032,005 $20,241,490
======================================================================================
Accumulated depreciation:
Beginning of year $ 9,208,423 $ 8,337,153 $ 7,380,618
Depreciation expense 507,688 956,236 960,358
Retirements (381,443) (84,966) (3,823)
- --------------------------------------------------------------------------------------
End of year $ 9,334,668 $ 9,208,423 $ 8,337,153
======================================================================================
</TABLE>
<PAGE>
17
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Partnership
The Partnership has no officers and directors. RE Services and HS Advisors, the
General Partners of the Partnership, jointly manage and control the affairs of
the Partnership and have general responsibility and authority in all matters
affecting its business.
The directors and executive officers of RE Services and HS Advisors are listed
respectively below.
RE Services
- -----------
CP 4 Real Estate Services Inc., formerly Hutton Real Estate Services XI, Inc.,
is a Delaware corporation and a wholly-owned subsidiary of Lehman Brothers Inc.
("Lehman"). See the section captioned "Certain Matters Involving Affiliates of
RE Services" below for a description of the Hutton Group's acquisition by
Shearson Lehman Brothers, Inc. ("Shearson") and the subsequent sale of certain
of Shearson's domestic retail brokerage and asset management businesses to Smith
Barney, Harris Upham & Co. Incorporated, which resulted in a change in the
General Partner's name.
Certain officers and directors of RE Services are now serving (or in the past
have served) as officers and directors of entities which act as general partners
of a number of real estate limited partnerships which have sought protection
under the provisions of the Federal Bankruptcy Code. The partnerships which have
filed bankruptcy petitions own real estate which has been adversely affected by
the economic conditions in the markets in which that real estate is located and,
consequently, the partnerships sought the protection of the bankruptcy laws to
protect the partnership assets from loss through foreclosure. The names and
positions held by the directors and executive officers of RE Services are set
forth below. There are no family relationships between or among any officer and
any other officer or director.
Name Office
---- ------
Rocco F. Andriola Director
Michael T. Marron President & Chief Financial Officer
William T. McDermott Vice President
Rocco F. Andriola, 40, is a Managing Director of Lehman Brothers in its
Diversified Asset Group and has held such position since October 1996. Since
joining Lehman in 1986, Mr. Andriola has been involved in a wide range of
restructuring and asset management activities involving real estate and other
direct investment transactions. From June 1991 through September 1996, Mr.
Andriola held the position of Senior Vice President in Lehman's Diversified
Asset Group. From June 1989 through May 1991, Mr. Andriola held the position of
First Vice President in Lehman's Capital Preservation and Restructuring Group.
From 1986 to 1989, Mr. Andriola served as a Vice President in the Corporate
Transactions Group of Shearson Lehman Brothers' office of the general counsel.
Prior to joining Lehman, Mr. Andriola practiced corporate and securities law at
Donovan Leisure Newton & Irvine in New York. Mr. Andriola received a B.A. from
Fordham University, a J.D. from New York University School of Law, and an LLM in
Corporate Law from New York University's Graduate School of Law.
Michael T. Marron, 35, is a Vice President of Lehman Brothers and has been a
member of the Diversified Asset Group since 1990 where he has actively
managed and restructured a diverse portfolio of syndicated limited
partnerships. Prior to joining Lehman Brothers, Mr. Marron was associated
with Peat Marwick Mitchell & Co. serving in both its audit and tax divisions
from 1985 to 1989. Mr. Marron received a B.S. degree from the State
University of New York at Albany and an M.B.A. degree from Columbia
University and is a Certified Public Accountant.
<PAGE>
19
William T. McDermott, 35, is a Vice President of Lehman Brothers and has
been a member of the Diversified Asset Group since 1998. Mr. McDermott
joined Lehman Brothers in 1993 and held various positions within the firm
before joining the Diversified Asset Group. Prior to joining Lehman
Brothers, Mr. McDermott was a financial analyst with Cantor Fitzgerald Inc.
from 1991 - 1993 and was associated with Arthur Andersen & Co. serving in
both its audit and bankruptcy consulting divisions from 1985 to 1991. Mr.
McDermott received his B.B.A. degree from the University of Notre Dame and
is a Certified Public Accountant.
HS Advisors
- -----------
HS Advisors is a California limited partnership formed on August 11, 1982, the
sole general partner of which is Hogan Stanton Investment, Inc. ("HS Inc."), a
wholly-owed subsidiary of Goodman Segar Hogan, Incorporated ("GSH"). The names
and positions held by the directors and executive officers of HS Inc. are as set
forth below. There are no family relationships between or among any officer and
any other officer or director.
Name Office
---- ------
Mark P. Mikuta President
Julie R. Adie Vice President, Secretary
and Treasurer
Mark P. Mikuta, 44, is Senior Vice President of Goodman Segar Hogan, Inc. and is
Controller and Vice President of Dominion Capital, Inc., a wholly-owned
subsidiary of Dominion Resources. Mr. Mikuta joined Dominion Resources in 1987.
Prior to joining Dominion Resources, he was an internal auditor with Virginia
Commonwealth University in Richmond, Virginia from 1980 - 1987 and an accountant
with Coopers & Lybrand from 1977 - 1980. Mr. Mikuta earned a bachelor of science
degree in accounting from the University of Richmond in 1977. He is a Certified
Public Accountant (CPA) and Certified Financial Planner (CFP) in the state of
Virginia and a member of the American Institute of Certified Public Accountants.
Julie R. Adie, 44, is a Vice President of Goodman Segar Hogan, Inc. and
Senior Vice President of Goodman Segar Hogan Hoffler, L.P. She is
responsible for investment management of a commercial real estate portfolio
for the company's Asset Management Division. Prior to GSH, Ms. Adie was an
asset manager with Aetna Real Estate Investors from 1986 to 1988. Ms. Adie
practiced as an attorney from 1978 through 1984 and is currently a member of
the Virginia Bar Association. She holds a B.A. Degree from Duke University,
a Juris Doctor from University of Virginia and an M.B.A. from Dartmouth
College.
Certain Matters Involving Affiliates of RE Services
- ---------------------------------------------------
On July 31, 1993, Shearson Lehman Brothers, Inc. ("Shearson") sold certain of
its domestic retail brokerage and asset management businesses to Smith Barney,
Harris Upham & Co. Incorporated ("Smith Barney"). Subsequent to this sale,
Shearson changed its name to Lehman Brothers Inc. The transaction did not affect
the ownership of the Partnership or the Partnership's General Partners. However,
the assets acquired by Smith Barney included the name "Hutton." Consequently,
Hutton Real Estate Services XI, Inc., a General Partner, changed its name to RE
Services, Inc. Additionally, effective August 3, 1995, the Partnership changed
its name to Commercial Properties 4, L.P., to delete any reference to "Hutton."
On August 1, 1993, GSH transferred all of its leasing, management and sales
operations to Goodman Segar Hogan Hoffler, L.P., a Virginia limited partnership
("GSHH"). On that date, the leasing, management and sales operations of a
portfolio of properties owned by the principals of Armada/Hoffler ("HK") were
also obtained by GSHH. The General Partner of GSHH is Goodman Segar Hogan
Hoffler, Inc., a Virginia corporation ("GSHH Inc."), which has a 1% interest in
GSHH. The stockholders of GSHH Inc. are GSH with a 62% interest and H.K.
Associates, L.P., an affiliate of HK, with a 38% interest. The remaining
interests in GSHH are limited partnership interests owned by GSH, HK and 23
employees of GSHH. On September 28, 1998, GSH sold its general partner and
limited partner interests in GSHH to The St. Joe Company, an unaffiliated
company. The transactions did not affect the ownership of the General Partners.
<PAGE>
19
Item 11. Executive Compensation
Neither of the General Partners nor any of their directors and officers received
any compensation from the Partnership. See Item 13 below with respect to a
description of certain transactions of the General Partners and their affiliates
with the Partnership.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Beneficial Owners
---------------------------------------
No person (including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934) is known to the Partnership to be the
beneficial owner of more than five percent of the outstanding Units as of
November 30, 1998.
(b) Security Ownership of Management
--------------------------------
No officer or director of the General Partners beneficially owned or owned of
record directly or indirectly any Units of the Partnership as of November 30,
1998.
(c) Changes In Control
------------------
None.
Item 13. Certain Relationships and Related Transactions
Pursuant to the Certificate and Agreement of Limited Partnership of the
Partnership, for the year ended November 30, 1998, $5,093 of net income was
allocated to the General Partners ($3,395 to RE Services and $1,698 to HS
Advisors). For a description of the allocation of income and loss to which the
General Partners are entitled, reference is made to the material contained on
pages 49 through 52 of the Prospectus of Registrant dated February 4, 1985 (the
"Prospectus"), contained in Amendment No. 1 to Partnership's Registration
Statement No. 2-95046, under the section captioned "Profits and Losses and Cash
Distributions," which section is incorporated herein by reference thereto.
In connection with the acquisition of Crosswest, the General Partners or their
respective affiliates earned acquisition fees aggregating $830,054 ($622,541 by
RE Services and $207,513 by HS Advisors). In connection with the acquisition of
Reflections at Deerwood Center, the General Partners or their respective
affiliates became and remain entitled to acquisition fees aggregating $623,925
($467,944 by RE Services and $155,981 by HS Advisors). The General Partners have
agreed to defer payment of the $623,925 Reflections acquisition fee until such
time as the General Partners determine there is sufficient cash available for
such payment.
For a description of the acquisition fees to which the General Partners are
entitled, reference is made to the material contained on page 14 of the
Prospectus under footnote 4 to the section captioned "Estimated Use of
Proceeds," which description is incorporated herein by reference thereto.
<PAGE>
20
The Partnership entered into a sales agency agreement with Hutton pursuant to
which Hutton was entitled to receive up to 8% of the gross proceeds from the
sale of Units as selling commissions. Pursuant to such agreement, during the
year ended November 30, 1985, Hutton received $1,788,840 as selling commissions.
Selling commissions of $418,960 and $48,440 earned by Hutton in connection with
the sale of Units on December 12, 1985 and February 6, 1986, respectively, have
been deferred.
A payment of $500,000 was made in the fourth quarter of 1998 for principal and
interest on advances due to the General Partners.
During 1998 and 1997, certain administrative expenses incurred in servicing the
Partnership, which were voluntarily absorbed by affiliates of RE Services in
prior periods, were reimbursed to RE Services and its affiliates to the extent
permitted by the Partnership agreement. Disclosure relating to amounts paid to
the General Partners or their affiliates during the past three years is
incorporated herein by reference to Note 4 "Transactions with Related Parties"
of Notes to the Consolidated Financial Statements contained in Item 8 of this
report.
<PAGE>
21
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8K
(a) The following documents are filed as part of this report:
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
(1) Financial Statements:
Consolidated Balance Sheets -- At November 30, 1998 and 1997..... 7
Consolidated Statements of Partners' Capital (Deficit) --
For the years ended November 30, 1998, 1997 and 1996........... 7
Consolidated Statements of Operations --
For the years ended November 30, 1998, 1997 and 1996........... 8
Consolidated Statements of Cash Flows --
For the years ended November 30, 1998, 1997 and 1996........... 9
Notes to the Consolidated Financial Statements................... 10
(2) Financial Statement Schedules:
Schedule III -- Real Estate and Accumulated Depreciation......... 16
</TABLE>
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission have
been omitted since (1) the information required is disclosed in the
financial statements and the notes thereto; (2) the schedules are not
required under the related instructions; or (3) the schedules are
inapplicable.
(3) See Exhibit Index contained herein.
(b) Reports on Form 8-K filed in the fourth quarter of fiscal 1997:
No reports on Form 8-K were filed during the three months ended
November 30, 1998.
On January 8, 1999, the Partnership filed a report on Form 8-K
reporting the sale of its remaining Property on December 29, 1998.
(c) See Exhibit Index contained herein.
<PAGE>
22
EXHIBIT INDEX
Exhibit No.
- -----------
(4) (A) Certificate and Agreement of Limited Partnership (included as, and
incorporated herein by reference to, Exhibit A to the Prospectus of
Partnership dated February 4, 1985, contained in Amendment No. 1 to
Registration Statement No. 2-95046, of Partnership filed February 4,
1985 (the "Registration Statement")).
(B) Subscription Agreement and Signature Page (included as, and
incorporated herein by reference to, Exhibit 3.1 to the Registration
Statement).
(10)(A) Mortgage dated October 10, 1990 between Skytop Joint Venture and
Apple Bank for Savings in the principal amount of $2,000,000
(included as, and incorporated herein by reference to, Exhibit (10)(C)
to the Partnership's Annual Report of Form 10-K filed February 28,
1991).
(B) Mortgage dated June 16, 1992 between Deerwood Center Associates Joint
Venture and Aetna Life Insurance Company in the principal amount of
$6,521,990 (included as, and incorporated herein by reference to,
Exhibit (10)(D) to the Partnership's Quarterly Report of Form 10-Q
filed July 15, 1992).
(C) Mortgage dated November 18, 1993 between Skytop Joint Venture and Penn
Mutual Life Insurance Company in the principal amount of $3,000,000
(included as, and incorporated herein by reference to, Exhibit (10)(C)
to the Partnership's Annual Report of Form 10-K filed February 28,
1993).
(D) Agreement of Withdrawal and Assignment between Enal Productions, Inc.
and the Partnership (included as, and incorporated herein by reference
to, Exhibit (10)(D) to the Partnership's Annual Report on Form 10-K
filed February 25, 1995).
(E) Closing documents between Deerwood Center Associates Joint Venture and
Reflections Jacksonville Limited Partnership (included as, and
incorporated herein by reference to, Exhibit (10)(E) to the
Partnership's Annual Report on Form 10-K filed February 25, 1995).
(27) Financial Data Schedule.
(28) Portions of Prospectus of Partnership dated February 4, 1985 (included
as, and incorporated herein by reference to Exhibit (28) to the
Partnership's Annual Report on Form 10-K filed February 27, 1987.)
<PAGE>
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
COMMERCIAL PROPERTIES 4, L.P.
BY: HS Advisors III, Ltd.
General Partner
BY: Hogan Stanton Investment, Inc.
General Partner
Date: March 5, 1999 BY: /s/Mark P. Mikuta
-----------------
Name: Mark P. Mikuta
Title: President
BY: CP4 Real Estate Services, Inc.
General Partner
Date: March 5, 1999 BY: /s/Michael T. Marron
--------------------
Name: Michael T. Marron
Title: President and Chief Financial Officer
<PAGE>
24
SIGNATURES
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 Partnership in
the capabilities and on the dates indicated.
CP4 REAL ESTATE SERVICES INC.
A General Partner
Date: March 5, 1999 BY: /s/Rocco F. Andriola
--------------------
Name: Rocco F. Andriola
Title: Director
Date: March 5, 1999 BY: /s/Michael T. Marron
--------------------
Name: Michael T. Marron
Title: President and Chief Financial Officer
Date: March 5, 1999 BY: /s/William T. McDermott
-----------------------
Name: William T. McDermott
Title: Vice President
<PAGE>
25
SIGNATURES
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 Partnership in
the capabilities and on the dates indicated.
HS ADVISORS III, LTD.
A General Partner
Date: March 5, 1999 BY: /s/Mark P. Mikuta
-----------------
Name: Mark P. Mikuta
Title: President of Hogan Stanton Investment, Inc.,
as general partner of HS Advisors III, Ltd.
Date: March 5, 1999 BY: /s/Julie R. Adie
----------------
Name: Julie R. Adie
Title: Vice President, Secretary and Treasurer of
Hogan Stanton Investment, Inc.,
as general partner of HS Advisors III, Ltd.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-mos
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