U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-14554
NATIONAL PROPERTY INVESTORS 8
California 13-3254885
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to
this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year. $ 4,627,000
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days. Market value information
for Registrant's Partnership Interests is not available. Should a trading market
develop for these Interests, it is management's belief that such trading would
not exceed $25 million.
DOCUMENTS INCORPORATED BY REFERENCE
SEE EXHIBIT INDEX
PART I
ITEM 1. DESCRIPTION OF BUSINESS
National Property Investors 8 (the "Partnership" or "Registrant") is a
California limited partnership formed as of June 26, 1984. The Registrant is
engaged in the business of operating and holding for investment, income
producing real estate properties. NPI Equity Investments, Inc., a Florida
corporation, became the Registrant's managing general partner (the "Managing
General Partner") on June 21, 1991. The Managing General Partner is a wholly
owned subsidiary of National Property Investors, Inc. ("NPI, Inc.").
On August 10, 1994, NPI, Inc., the parent company of the Managing General
Partner, entered into an agreement with an affiliate of Apollo Real Estate
Advisors, L.P. ("Apollo") to sell to Apollo up to one-third of the stock of NPI,
Inc. In addition, Apollo obtained general and limited partnership interests in
NPI-AP Management, L.P. ("NPI-AP"). NPI-Management became the managing general
partner of NPI-AP, and assigned its interest in the management contract for the
Registrant's properties to the Partnership as well as all other properties it
manages for partnerships affiliated with the Managing General Partner.
On October 12, 1994, NPI, Inc. sold one-third of the stock of NPI, Inc. to
Apollo. Apollo was entitled to designate three of the seven directors of the
Managing General Partner. In addition, the approval of certain major actions on
behalf of the Registrant required the affirmative vote of at least five
directors of the Managing General Partner.
On October 12, 1994, affiliates of Apollo acquired (i) one-third of the stock of
the respective general partners of DeForest Ventures I L.P. ("DeForest I") and
DeForest Ventures II L.P. ("DeForest II") and (ii) an additional equity interest
in NPI-AP (bringing its total equity interest in NPI-AP to one-third). NPI-AP
is the sole limited partner of DeForest II and one of the limited partners of
DeForest I. DeForest I was formed for the purpose of making tender offers (the
"Tenders Offers") for limited partnership interests in 12 affiliated limited
partnerships. DeForest II was formed for the purpose of making tender offers
for limited partnership interest in the Registrant as well as the remaining 6
partnerships in the National Property Investors Series.
During the fourth quarter of 1994, DeForest II acquired 13,308 limited
partnership units or 29.6% of the total limited partnership units of the
Registrant.
On August 17, 1995, the stockholders of NPI, Inc. entered into an agreement to
sell to IFGP Corporation, a Delaware corporation, an affiliate of Insignia
Financial Group, Inc., a Delaware corporation ("Insignia") all of the issued and
outstanding common stock of NPI, Inc. for an aggregate purchase price of
$1,000,000. NPI, Inc. is the sole shareholder of the Managing General Partner.
The closing of the transactions contemplated by the above mentioned agreement
(the "Closing") occurred on January 19, 1996.
Upon the Closing, the officers and directors of NPI, Inc. and the Managing
General Partner resigned and IFGP Corporation caused new officers and directors
of each of those entities to be elected (See "Item 9.").
On January 19, 1996, DeForest II and certain of its affiliates sold a majority
of its interest in the Registrant to Insignia Properties, L.P., an affiliate of
Insignia. Pursuant to a Schedule 13-D filed with the Securities and Exchange
Commission, Insignia Properties, L.P. acquired 16,447 limited partnership units
or approximately 37% of the total limited partnership units of the Registrant
(See "Item 11.").
The Managing General Partner of the Partnership intends to maximize the
operating results and, ultimately, the net realizable value of each of the
Partnership's properties in order to achieve the best possible return for
the investors. Such results may best be achieved through property sales,
refinancings, debt restructurings or relinquishment of the assets. The
Partnership intends to evaluate each of its holdings periodically to determine
the most appropriate strategy for each of the assets.
The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. Limited Partners have no right to
participate in the management or conduct of such business and affairs. Insignia
Residential Group, L.P. provides day-to-day management services for the
Partnership's investment properties.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Each of its apartment
properties is located in or near a major urban area and, accordingly, competes
for rentals not only with similar apartment properties in its immediate area but
with hundreds of similar apartment properties throughout the urban area. Such
competition is primarily on the basis of location, rents, services and
amenities. In addition, the Partnership competes with significant numbers of
individuals and organizations (including similar partnerships, real estate
investment trusts and financial institutions) with respect to the sale of
improved real properties, primarily on the basis of the prices and terms of such
transactions.
ITEM 2. DESCRIPTION OF PROPERTIES:
The following table sets forth the Partnership's investments in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Williamsburg on the Lake Apartments 3/12/86 Fee ownership subject to Residential
Indianapolis, Indiana (1) first mortgage rental
460 units
Huntington Apartments 2/11/88 Fee ownership subject to Residential
Morrisville, North Carolina first mortgage rental
212 units
</TABLE>
(1)This property consists of two sections, purchased on behalf of the
Registrant by NPI 8 - Williamsburg One Limited Partnership and NPI 8 -
Williamsburg Two Limited Partnership, each an Indiana limited partnership
in which the Registrant had a 99.99% interest as a general partner. The
Managing General Partner had a .01% interest in such partnerships as
limited partner and has reimbursed the Registrant for its proportionate
share of capital investment. This was done in order to comply with certain
Department of Housing and Urban Development requirements. In conjunction
with the refinancing of the property in November 1996, ownership of
Williamsburg on the Lake Apartments reverted to the Registrant and NPI 8 -
Williamsburg One Limited Partnership and NPI 8 - Williamsburg Two Limited
Partnership were dissolved. The property was refinanced with conventional
debt and is no longer subject to certain requirements of the Department of
Housing and Urban Development.
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Williamsburg on the Lake
Apartments $ 18,220 $ 10,174 5-27 S/L 6,387
Huntington Apartments 11,316 3,741 5-29 S/L 7,067
$ 29,536 $ 13,915 $ 13,454
</TABLE>
See "Note A" of the financial statements included in "Item 7." for a description
of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
Williamsburg on the
Lake Apartments $ 7,400 7.33% (1) 11/03 $ 7,400
Huntington Apartments 3,583 9.85% 25 yrs. 2/02 3,211
$ 10,983 $ 10,611
(1) Interest only payments.
SCHEDULE OF RENTAL RATES AND OCCUPANCY
Average annual rental rate and occupancy for 1996 and 1995 for each property:
Average Annual Average
Rental Rates Occupancy
Property 1996 1995 1996 1995
Williamsburg on the Lake
Apartments $ 6,135/unit $ 5,996/unit 91% 94%
Huntington Apartments 8,789/unit 8,428/unit 94% 97%
The Managing General Partner attributes the decrease in occupancy at Huntington
Apartments to the development of new apartment complexes in the area. The
decrease in occupancy at Williamsburg on the Lake Apartments is attributable to
road construction at the main intersection of the property affecting access to
the property.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other apartment complexes in the area. The Managing General
Partner believes that all of the properties are adequately insured. The
multifamily residential properties lease terms are for one year or less. No
residential tenant leases 10% or more of the available rental space.
Real estate taxes and rates in 1996 for each property were:
1996 1996
Billing Rate
Williamsburg on the Lake Apartments $ 359,000 10.27
Huntington Apartments 97,000 1.27
ITEM 3. LEGAL PROCEEDINGS
The Registrant is unaware of any pending or outstanding litigation that is not
of a routine nature. The Managing General Partner of the Registrant believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
The Partnership, a publicly-held limited partnership, sold 44,882 Limited
Partnership Units during its offering period and currently has 2,561 Limited
Partners of record. There is no intention to sell additional Limited Partnership
Units nor is there an established market for these Units.
No distributions from operations were made during 1996 and 1995.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership realized a net loss of $145,000 for the year ended December 31,
1996, versus a net loss of $143,000 for the year ended December 31, 1995.
Rental income decreased due to decreases in average occupancy at the
Partnership's investment properties, which were partially offset by increases in
average rental rates at the Partnership's investment properties. Other income
increased due primarily to an increase in corporate unit rentals and an increase
in lease cancellation fees. The decrease in depreciation expense is due to
several assets being fully depreciated in 1995. General and administrative
expenses decreased due primarily to a decrease in partnership reimbursement
expense. The extraordinary loss on early extinguishment of debt represents
prepayment penalties paid by the Partnership to refinance the mortgage debt
secured by the Williamsburg on the Lake Apartments property (see discussion
below).
Included in operating expense is $187,000 of major repairs and maintenance
comprised of landscaping, exterior painting and interior/exterior building
improvements for the year ended December 31, 1996.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from the burden of
increases in expenses. However, due to changing market conditions, which can
result in the use of rental concessions and rental reductions to offset
softening market conditions, there is no guarantee that the Managing General
Partner will be able to sustain such a plan.
Capital Resources and Liquidity
The Partnership had unrestricted cash and cash equivalents of $1,871,000 and
$2,383,000 as of December 31, 1996 and 1995, respectively. The increase in net
cash provided by operating activities is primarily attributable to an increase
in accrued expenses and other liabilities. The increase in cash used in
investing activities is due to an increase in exterior improvements such as the
replacement of vinyl siding, shutters and balconies at Williamsburg on the Lake
Apartments and an increase in the deposits to restricted escrows. This increase
in deposits is the result of a $1,182,000 deposit into a capital repair escrow
account at the date of refinance of the mortgage debt secured by the
Williamsburg on the Lake Apartments property. Net cash provided by financing
activities increased due to the refinancing of the mortgage debt secured by the
Williamsburg on the Lake Apartments property. In November 1996, the Partnership
refinanced the mortgage debt secured by the Williamsburg on the Lake Apartments
property which consisted of two sections, purchased on behalf of the
Partnership by two lower tier partnerships, in which the Partnership held a
99.99% interest as a general partner. In conjunction with the refinancing of
the property, ownership of Williamsburg on the Lake Apartments reverted to the
Partnership and the two lower tier partnerships were dissolved. The property was
refinanced with conventional debt no longer subject to certain requirements of
the Department of Housing and Urban Development. Monthly payments on the new
$7,400,000 mortgage debt are interest only at 7.33%. The $7,400,000 principal
is due in November 2003. The Partnership paid prepayment penalties of
approximately $9,000 in paying off the refinanced debt.
The Managing General Partner has extended to the Partnership a $500,000 line of
credit. At the present time, the Partnership has no outstanding amounts due
under this line of credit. Based on present plans, the Managing General Partner
does not anticipate the need to borrow against the line of credit in the near
future. Other than cash and cash equivalents, the line of credit is the
Partnership's only unused source of liquidity.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of $10,983,000 is amortized over varying periods. Future
cash distributions will depend on the levels of net cash generated from
operations, property sales and the availability of cash reserves. There were no
cash distributions in 1996 or 1995.
At this time, it appears that the investment objective of capital growth will
not be attained and that investors will not receive a return of all of their
invested capital. The extent to which invested capital is returned to investors
is dependent upon the performance of the Registrant's remaining properties and
the market in which the properties are located and on the sales prices of the
remaining properties. In this regard, the Registrant's properties have been
held longer than originally expected. The ability to hold and operate these
properties is dependent on the Registrant's ability to obtain refinancing or
debt modification as required.
ITEM 7. FINANCIAL STATEMENTS
NATIONAL PROPERTY INVESTORS 8
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Balance Sheet - December 31, 1996
Consolidated Statements of Operations - Years ended December 31, 1996 and
1995
Consolidated Statements of Changes in Partners' Capital (Deficit) - Years
ended December 31, 1996 and 1995
Consolidated Statements of Cash Flows - Years ended December 31, 1996 and
1995
Consolidated Notes to Financial Statements
Independent Auditors' Report
To the Partners
National Property Investors 8
Greenville, South Carolina
We have audited the accompanying balance sheet of National Property Investors 8
(a limited partnership) (the "Partnership") as of December 31, 1996, and the
related consolidated statements of operations, changes in partners' capital
(deficit) and cash flows for each of the two years in the period ended December
31, 1996. 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, the financial statements referred to above present fairly, in
all material respects, the financial position of National Property Investors 8
as of December 31, 1996, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.
/S/ IMOWITZ KOENIG & CO., LLP
New York, N.Y.
February 3, 1997
NATIONAL PROPERTY INVESTORS 8
BALANCE SHEET
(in thousands, except unit data)
December 31, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 1,871
Restricted 94
Escrow for taxes 201
Restricted escrows 1,349
Other assets 347
Investment properties (Notes B and E)
Land $ 1,970
Buildings and related
personal property 27,566
29,536
Less accumulated depreciation (13,915) 15,621
$ 19,483
Liabilities and Partners' Capital
Liabilities
Accrued expenses and other liabilities $ 423
Tenant security deposits 79
Accrued taxes 387
Mortgage notes payable (Notes B and E) 10,983
Partners' (Deficit) Capital
General partner $ (147)
Limited partners (44,882 units issued
and outstanding) 7,758 7,611
$ 19,483
See Accompanying Notes to Consolidated Financial Statements
NATIONAL PROPERTY INVESTORS 8
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 4,269 $ 4,321
Other income 358 307
Total revenues 4,627 4,628
Expenses:
Operating 1,959 1,849
Interest 907 892
Depreciation 1,168 1,248
General and administrative 256 286
Property taxes 473 496
Total expenses 4,763 4,771
Loss before extraordinary item (136) (143)
Extraordinary item - loss on early
extinguishment of debt (Note B) (9) --
Net loss $ (145) $ (143)
Net loss allocated to general partner (1%) $ (1) $ (1)
Net loss allocated to limited partners (99%) (144) (142)
Net loss $ (145) $ (143)
Net loss per limited partnership unit:
Loss before extraordinary item $ (3.00) $ (3.16)
Extraordinary item (.20) --
Net loss $ (3.20) $ (3.16)
See Accompanying Notes to Consolidated Financial Statements
NATIONAL PROPERTY INVESTORS 8
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 44,882 $ 1 $ 22,441 $ 22,442
Partners' (deficit) capital at
December 31, 1994 44,882 $ (145) $ 8,044 $ 7,899
Net loss for the year ended
December 31, 1995 (1) (142) (143)
Partners' (deficit) capital at
December 31, 1995 44,882 (146) 7,902 7,756
Net loss for the year
ended December 31, 1996 (1) (144) (145)
Partners' (deficit) capital at
December 31, 1996 44,882 $ (147) $ 7,758 $ 7,611
See Accompanying Notes to Consolidated Financial Statements
NATIONAL PROPERTY INVESTORS 8
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1996 1995
Cash flows from operating activities:
Net loss $ (145) $ (143)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 1,180 1,255
Extraordinary item - loss on early extinguishment
of debt 9
Change in accounts:
Other assets 45 (78)
Accrued expenses and other liabilities 331 17
Tenants security deposits payable (17) (5)
Net cash provided by
operating activities 1,403 1,046
Cash flows from investing activities:
Property improvements and replacements (1,076) (153)
(Deposits to) withdrawals from restricted escrows (1,233) 33
Net cash used in investing activities (2,309) (120)
Cash flows from financing activities:
Payments on mortgage notes payable (181) (174)
Repayment of mortgage notes payable (6,607) --
Proceeds from long-term borrowings 7,400 --
Loan costs (209) --
Cost paid to extinguish debt (9) --
Net cash provided by (used in)
financing activities 394 (174)
Net (decrease) increase in cash and
cash equivalents (512) 752
Cash and cash equivalents at beginning of year 2,383 1,631
Cash and cash equivalents at end of year $ 1,871 $ 2,383
Supplemental disclosure of cash flow
Cash paid for interest $ 898 $ 817
See Accompanying Notes to Consolidated Financial Statements
NATIONAL PROPERTY INVESTORS 8
Notes to Consolidated Financial Statements
December 31, 1996
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
National Property Investors 8, a California Limited Partnership (the
"Partnership" or "Registrant"), a limited partnership, was organized under the
Uniform Limited Partnership Laws of California as of June 26, 1984, for the
purpose of acquiring and operating income-producing residential real estate.
The Registrant currently owns two properties, one located in Indianapolis,
Indiana and one located in Morrisville, North Carolina. The Partnership will
terminate on December 31, 2008 in accordance with the terms of the Agreement of
Limited Partnership. A total of 44,882 units of the limited partnership were
issued for aggregate capital contributions of $22,441,000. In addition, the
general partner contributed a total of $1,000 to the Partnership.
Principles of Consolidation:
In November 1996, the Partnership refinanced the mortgages secured by the
Williamsburg on the Lake Apartments property which consisted of two sections,
and was purchased on behalf of the Partnership by two lower tier partnerships,
in which the Partnership held a 99.99% interest as a general partner. In
conjunction with the refinancing of the properties, ownership of Williamsburg on
the Lake Apartments reverted to the Partnership and the two lower tier
partnerships were dissolved. The statements of operations for the years ended
December 31, 1996 and December 31, 1995, and the statement of cash flows at
December 31, 1995, are consolidated. All significant intercompany transactions
and balances have been eliminated.
Depreciation:
Depreciation is calculated by the straight-line method over the estimated lives
of the rental properties and related personal property.
Cash and Cash Equivalents:
The Partnership considers all highly liquid investments with a maturity, when
purchased, of three months or less to be cash equivalents. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Leases:
The Partnership generally leases apartment units for twelve-month terms or less.
Restricted Cash - Tenant Security Deposits:
The Partnership requires security deposits from all apartment leases for the
duration of the lease and are considered restricted cash. Deposits are refunded
when the tenant vacates the apartment if there has been no damage to the unit.
Loan Costs:
Loan costs of $284,000 are included in "Other assets" in the accompanying
balance sheet and are being amortized on a straight-line basis over the life of
the loan. At December 31, 1996, accumulated amortization is $42,000.
Amortization of loan costs is included in interest expense.
Investment Properties:
During the fourth quarter of 1995 the Partnership adopted "FASB Statement No.
121", Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, 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. The impairment loss is measured by
comparing the fair value of the asset to its carrying amount. The effect of
adoption was not material.
Fair Value:
In 1995, the Partnership implemented "Statement of Financial Accounting
Standards No. 107", Disclosure about Fair Value of Financial Instruments, which
requires disclosure of fair value information about financial instruments for
which it is practicable to estimate that value. The carrying amount of the
Partnership's cash and cash equivalents approximates fair value due to short-
term maturities. The Partnership estimates the fair value of its fixed rate
mortgage by discounted cash flow analysis, based on estimated borrowing rates
currently available to the Partnership (see "Note B").
Advertising Costs:
Advertising costs of $76,000 and $87,000 are charged to expense as incurred and
are included in "Operating" expenses in the accompanying statement of
operations.
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 amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Reclassifications:
Certain reclassifications have been made to the 1995 balances to conform to the
1996 presentation.
Net Loss Per Limited Partnership Unit:
Net loss per limited partnership unit is calculated by dividing the net loss
allocated to the limited partners by the number of units outstanding.
NOTE B - MORTGAGE NOTES PAYABLE
The principal terms of mortgage notes payable are as follows (dollar amounts in
thousands):
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1996
Williamsburg on the
Lake Apartments $ 45 7.33% 11/03 $ 7,400 $ 7,400
Huntington Apartments 34 9.85% 2/02 3,211 3,583
$ 10,611 $ 10,983
The estimated fair value of the Partnership's aggregate debt is approximately
$11,335,000. This value represents a general approximation of possible value and
is not necessarily indicative of the amounts the Partnership may pay in actual
market transactions.
Scheduled principal payments on the mortgage note payable subsequent to December
31, 1996 are as follows (dollar amounts in thousands):
1997 $ 59
1998 65
1999 72
2000 80
2001 88
Thereafter 10,619
$ 10,983
In November 1996, the Partnership refinanced the mortgage debt secured by the
Williamsburg on the Lake Apartments property which consisted of two sections,
purchased on behalf of the Partnership by two lower tier partnerships, in which
the Partnership held a 99.99% interest as a general partner. In conjunction
with the refinancing of the property, ownership of Williamsburg on the Lake
Apartments reverted to the Partnership and the two lower tier partnerships were
dissolved. The property was refinanced with conventional debt no longer subject
to certain requirements of the Department of Housing and Urban Development.
Monthly payments on the new $7,400,000 mortgage debt are interest only at a rate
of 7.33%. The $7,400,000 principal is due in November 2003. The Partnership
paid prepayment penalties of approximately $9,000 as a result of paying off the
previous debt secured by the Williamsburg on the Lake Apartments property early.
In addition, the Partnership incurred $209,000 in loan costs associated with the
refinance.
NOTE C - INCOME TAXES
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Differences between the net loss as reported and Federal taxable loss result
primarily from depreciation over different methods and lives and on differing
cost bases. The following is a reconciliation of reported net loss and Federal
taxable loss:
1996 1995
(in thousands, except unit data)
Net loss as reported $ (145) $ (143)
Add (deduct):
Depreciation differences 176 223
Miscellaneous 17 (2)
Federal taxable income $ 48 $ 78
Federal taxable income
per limited partnership unit $ 1.07 $ 1.74
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets:
1996
(in thousands)
Net assets as reported $ 7,611
Land and buildings (1,284)
Accumulated depreciation (886)
Syndication and distribution costs 2,637
Prepaid rent 18
Other (2)
Net assets - Federal tax basis $ 8,094
NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing General Partner and affiliates in 1996 and 1995:
1996 1995
(in thousands)
Property management fees $ 228 $ 222
Reimbursement for services of
affiliates 307 275
Included in "Reimbursements for services of affiliates" for 1996 are
approximately $41,000 in reimbursements for construction oversight costs. Also
included are $83,000 in loan costs related to the refinancing of Williamsburg on
the Lake Apartments.
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Managing General Partner. An affiliate of the
Managing General Partner acquired, in the acquisition of a business, certain
financial obligations from an insurance agency which was later acquired by the
agent who placed the current year's master policy. The current agent assumed
the financial obligations to the affiliate of the Managing General Partner, who
receives payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
Included in operating expenses for the fiscal year ended December 31, 1995, are
insurance premiums of approximately $111,000 which were paid to the Managing
General Partner under a master insurance policy arranged for by the Managing
General Partner.
For services relating to the administration of the Partnership and operation of
its properties, NPI Equity is entitled to receive payment for non-accountable
expenses up to a maximum of $150,000 per year, based upon the number of
Partnership units sold, subject to certain limitations. NPI Equity was not
entitled to receive any non-accountable expense reimbursements for the years
ended December 31, 1996 and 1995.
For managing the affairs of the Partnership, NPI Equity is entitled to receive a
partnership management fee. The fee is to be equal to 4% of the Partnership's
adjusted cash from operations, of which 50% is subordinated to the limited
partners receipt of a 5% return on adjusted invested capital and 50% of which is
subordinated to the limited partners' receipt of an 8% return on adjusted
invested capital. NPI Equity was not entitled to a fee for the years ended
December 31, 1996 and 1995.
NPI Equity is entitled to receive 1% of adjusted cash from operations and an
allocation of 1% of the net income or loss of the Partnership. There were no
distributions of adjusted cash from operations for the years ended December 31,
1996 and 1995. Upon sale of all properties and termination of the Partnership,
the general partners may be required to contribute certain funds to the
Partnership in accordance with the partnership agreement.
Certain amendments to the Partnership Agreement ("Amendments"), as described in
the "Statement Furnished in Connection with the Solicitation of Consents,"
provided to each limited partner on September 1, 1992, and approved by a
majority of the limited partners on October 16, 1992 (the "Approval Date")
retroactive to January 1, 1992, are summarized as follows:
Upon sale of Partnership properties, NPI Equity will be entitled to an
Incentive Compensation Fee equal to a declining percentage of the
difference between the total amount distributed to limited partners and the
appraised value of their investment at February 1, 1992. The percentage
amount to be realized by NPI Equity, if any, will be dependent upon the
year in which the property is sold.
Payment of the Incentive Compensation Fee is subordinated to the receipt by
the limited partners, of: (a) distributions from capital transaction
proceeds of an amount equal to their present appraised investment in the
Partnership at February 1, 1992; and (b) distributions from all sources
(capital transactions as well as cash flow) of an amount equal to six
percent (6%) per annum cumulative, noncompounded, on their present
appraised investment in the Partnership at February 1, 1992.
NPI Equity has established a revolving credit facility (the "Partnership
Revolver") to be used to fund deferred maintenance and working capital needs of
the National Property Investors Partnership Series (NPI Partnerships). The
maximum draw available to the Partnership under the Partnership Revolver is
$500,000. Loans under the Partnership Revolver will have a term of 365 days, be
unsecured and bear interest at the rate of 2% per annum in excess of the prime
rate announced from time to time by Chemical Bank, N.A. The maturity date of
such borrowing will be accelerated in the event of: (i) the removal of the
managing general partner (whether or not For Cause); (ii) the sale or
refinancing of a property by the Partnership (whether or not a borrowing under
the Partnership Revolver was made with respect to such property); or (iii) the
liquidation of the Partnership. The Partnership has not borrowed under the
Partnership Revolver, to date.
NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
(in thousands)
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Williamsburg on the $ 7,400 $ 590 $ 14,822 $ 2,808
Lake Apartments
Huntington Apartments 3,583 1,368 9,233 715
Total $ 10,983 $ 1,958 $ 24,055 $ 3,523
<TABLE>
<CAPTION>
Gross Amount at Which Carried
At December 31, 1996
(in thousands)
Buildings
And Related Year
Personal Accumulated of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Williamsburg on the
Lake Apartments $ 594 $ 17,626 $ 18,220 $ 10,174 1974-1976 3/86 5-27 yrs
Huntington Apartments 1,376 9,940 11,316 3,741 1986 3/88 5-29 yrs
Total $ 1,970 $ 27,566 $ 29,536 $ 13,915
</TABLE>
Reconciliation of Investment Properties and Accumulated Depreciation:
Years Ended December 31,
1996 1995
(in thousands)
Balance at beginning of year $ 28,460 $ 28,307
Property improvements 1,076 153
Balance at end of year $ 29,536 $ 28,460
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995 is $28,252,000 and $27,166,000, respectively. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1996 and 1995 is $14,801,000 and $13,810,000, respectively.
Years Ended December 31,
1996 1995
(in thousands)
Accumulated Depreciation
Balance at beginning of year $ 12,747 $ 11,499
Additions charged to expense 1,168 1,248
Balance at end of year $ 13,915 $ 12,747
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with Imowitz Koenig & Co. LLP regarding the 1996 or
1995 audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Registrant has no officers or directors. The names and ages of, as well as
the positions and offices held by, the executive officers and directors of the
Managing General Partner are set forth below. There are no family relationships
between or among any officers or directors.
Name Age Position
William H. Jarrard, Jr. 50 President and
Director
Ronald Uretta 41 Vice President and
Treasurer
John K. Lines, Esq. 37 Vice President and
Secretary
Kelley M. Buechler 39 Assistant Secretary
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration & Asset Management from July 1994 until January 1996.
Ronald Uretta has been Insignia's Treasurer since January 1992. Since August
1996, he has also served as Chief Operating Officer. He also served as
Secretary from January 1992 to June 1994 and as Chief Financial Officer from
January 1992 to August 1996. Since September 1990, Mr. Uretta has also served as
the Chief Financial Officer and controller of MAG.
John K. Lines, Esq. has been Insignia's General Counsel since June 1994 and
General Counsel and Secretary since July 1994. From May 1993 until June 1994,
Mr. Lines was the Assistant General Counsel and Vice President of Ocwen
Financial Corporation, West Palm Beach, Florida. From October 1991 until May
1993, Mr. Lines was a Senior Attorney with BANC ONE CORPORATION, Columbus, Ohio.
From May 1984 until October 1991, Mr. Lines was an attorney with Squire Sanders
& Dempsey, Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of the Managing General Partner and
has served as Assistant Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of NPI Equity Investments, Inc. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, fees and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Item
12. Certain Relationships and Related Transactions."
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding limited partnership
units of the Registrant owned by each person who is known by the Registrant to
own beneficially or exercise voting or dispositive control over more than 5% of
the Registrant's limited partnership units, by each of the directors and by all
directors and executive officers of the Managing General Partner as a group as
of December 31, 1996.
Name of Amount and nature of
Beneficial Owner Beneficial Owner % of Class
Insignia Properties, L.P. 16,447 36.6
There are no arrangements known to the Registrant, the operation of which may at
a subsequent date, result in a change in control of the Registrant.
As a result of its ownership of 16,447 of limited partnership units, Insignia
Properties, L.P. could be in a position to significantly influence all voting
decisions with respect to the Registrant. Under the Partnership Agreement,
unitholders holding a majority of the Units are entitled to take action with
respect to a variety of matters. When voting on matters, Insignia Properties,
L.P. would in all likelihood vote the Units it acquired in a manner favorable to
the interest of the Managing General Partner because of its affiliation with the
Managing General Partner. However, DeForest II, from whom Insignia Properties,
L.P. acquired its units, had agreed for the benefit of non-tendering
unitholders, that it would vote its Units: (i) against any increase in
compensation payable to the Managing General Partner or to affiliates; and (ii)
on all other matters submitted by it or its affiliates, in proportion to the
votes cast by non tendering units holders. Except for the foregoing, no other
limitations are imposed on Insignia Properties, L.P.'s right to vote each Unit
acquired.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing General Partner and affiliates in 1996 and 1995:
1996 1995
(in thousands)
Property management fees $ 228 $ 222
Reimbursement for services of
affiliates 307 275
Included in "Reimbursements for services of affiliates" for 1996 are
approximately $41,000 in reimbursements for construction oversight costs. Also
included are $83,000 in loan costs related to the refinancing of Williamsburg on
the Lake Apartments.
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Managing General Partner. An affiliate of the
Managing General Partner acquired, in the acquisition of a business, certain
financial obligations from an insurance agency which was later acquired by the
agent who placed the current year's master policy. The current agent assumed
the financial obligations to the affiliate of the Managing General Partner, who
receives payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
Included in operating expenses for the fiscal year ended December 31, 1995, are
insurance premiums of approximately $111,000 which were paid to the Managing
General Partner under a master insurance policy arranged for by the Managing
General Partner.
For services relating to the administration of the Partnership and operation of
its properties, NPI Equity is entitled to receive payment for non-accountable
expenses up to a maximum of $150,000 per year, based upon the number of
Partnership units sold, subject to certain limitations. NPI Equity was not
entitled to receive any non-accountable expense reimbursements for the years
ended December 31, 1996 and 1995.
For managing the affairs of the Partnership, NPI Equity is entitled to receive a
partnership management fee. The fee is to be equal to 4% of the Partnership's
adjusted cash from operations, of which 50% is subordinated to the limited
partners receipt of a 5% return on adjusted invested capital and 50% of which is
subordinated to the limited partners' receipt of an 8% return on adjusted
invested capital. NPI Equity was not entitled to a fee for the years ended
December 31, 1996 and 1995.
NPI Equity is entitled to receive 1% of adjusted cash from operations and an
allocation of 1% of the net income or loss of the Partnership. There were no
distributions of adjusted cash from operations for the years ended December 31,
1996 and 1995. Upon sale of all properties and termination of the Partnership,
the general partners may be required to contribute certain funds to the
Partnership in accordance with the partnership agreement.
Certain amendments to the Partnership Agreement ("Amendments"), as described in
the "Statement Furnished in Connection with the Solicitation of Consents,"
provided to each limited partner on September 1, 1992, and approved by a
majority of the limited partners on October 16, 1992 (the "Approval Date")
retroactive to January 1, 1992, are summarized as follows:
Upon sale of Partnership properties, NPI Equity will be entitled to an
Incentive Compensation Fee equal to a declining percentage of the
difference between the total amount distributed to limited partners and the
appraised value of their investment at February 1, 1992. The percentage
amount to be realized by NPI Equity, if any, will be dependent upon the
year in which the property is sold. Payment of the Incentive Compensation
Fee is subordinated to the receipt by the limited partners, of: (a)
distributions from capital transactions proceeds of an amount equal to
their present appraised investment in the Partnership at February 1, 1992;
and (b) distributions from all sources (capital transactions as well as
cash flow) of an amount equal to six percent (6%) per annum cumulative,
noncompounded, on their present appraised investment in the Partnership at
February 1, 1992.
NPI Equity has established a revolving credit facility (the "Partnership
Revolver") to be used to fund deferred maintenance and working capital needs of
the National Property Investors Partnership Series (NPI Partnerships). The
maximum draw available to the Partnership under the Partnership Revolver is
$500,000. Loans under the Partnership Revolver will have a term of 365 days, be
unsecured and bear interest at the rate of 2% per annum in excess of the prime
rate announced from time to time by Chemical Bank, N.A. The maturity date of
such borrowing will be accelerated in the event of: (i) the removal of the
managing general partner (whether or not For Cause); (ii) the sale or
refinancing of a property by the Partnership (whether or not a borrowing under
the Partnership Revolver was made with respect to such property); or (iii) the
liquidation of the Partnership. The Partnership has not borrowed under the
Partnership Revolver, to date.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) The Exhibits listed on the accompanying Index to Exhibits are filed as part
of this Annual Report and incorporated in this Annual Report as set forth
in said Index.
(b) No reports on form 8-K were filed during the fourth quarter of 1996.
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.
NATIONAL PROPERTY INVESTORS 8
By: NPI EQUITY INVESTMENTS, INC.
MANAGING GENERAL PARTNER
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
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 and on the date indicated.
Signature/Name Title Date
/s/ William H. Jarrard, Jr. President and Director March 21, 1997
William H. Jarrard, Jr.
/s/ Ronald Uretta Principal Financial March 21, 1997
Ronald Uretta Officer and Principal
Accounting Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 NPI Inc. Stock Purchase Agreement (1)
2.2 Partnership Units Purchase Agreement (2)
2.3 Management Purchase Agreement (3)
2.4 Limited Liability Company Agreement of Riverside
Drive L.L.C. (4)
2.5 Master Indemnity Agreement (5)
3.4 Agreement of Limited Partnership (6)
3.4 Amendments to the Agreement of Limited Partnership
(7)
3.4 Amendments to the Agreement of Limited Partnership
(8)
3.4 Amendments to the Agreement of Limited Partnership
(9)
10.1 Contract dated December 26, 1985 among SB
Partners, as Seller and NPI 7 and the Registrant,
tenants in common as Buyer, relating to the
purchase and sale of Oakwood Village Apartments
(10)
10.2 Purchase Money Note dated December 26, 1985
executed by NPI 7 and the Registrant (10)
10.3 Deed of Trust and Assignment of Rents dated
December 26, 1985 among NPI 7 and Registrant,
tenants in common, as Trustor, SB Partners, as
Beneficiary, and Chicago Title Insurance Company,
as Trustee (10)
10.4 Deed of Trust dated April, 1977 among A.G. Spanos
Construction, Inc., as Trustor, Citizens Savings
and Loan Associate(s), as Beneficiary, and Master
Mortgage Company, as Trustee (10)
10.5 Deed of Trust dated May 1, 1983 among SB Partners,
as Trustor, Antioch, Ltd., as Beneficiary, and
Chicago Title Insurance Company, as Trustee (10)
10.6 Co-Ownership Agreement dated December 26, 1985
between National Property Investors 7 and the
Registrant, relating to co-ownership, as tenants
in common, of Oakwood Village Apartments (10)
10.7 Agreement of Purchase and Sale dated December 30,
1985 among Williamsburg West and Williamsburg West
II, as Seller, and the Registrant, as Purchaser,
relating to Williamsburg on the Lake Apartments
(10)
10.8 Agreement of Sale dated December 21, 1987 between
the Registrant and Seller (11)
10.9 Amended and Restated Promissory Note dated
February 11, 1988 (11)
10.10 Amended and Restated Deed of Trust; Modification
of Assignment of Rents; partial release from Deed
of Trust and Assignment of Rents dated February
11, 1988 between Seller and the Wachovia Bank and
Trust Company N.A. (12)
10.11 Rental Achievement Agreement dated February 11,
1988 between the Registrant and Seller (12)
10.12 Escrow Agreement dated February 11, 1988 between
the Registrant and Seller (12)
10.13 Letter Agreement dated February 11, 1988 between
the Registrant and Seller (12)
10.14 Mortgage and Note dated May 8, 1989 between the
Registrant and Meritor Mortgage Corporation - East
with Respect to Rocky Ridge manor Apartments (13)
10.15 Purchase Agreement dated as of November 20, 1990
by and between the Managing General Partner and
the Prior Managing General Partner, IRI Properties
Capital Corp. and RPMC (the "Purchase Agreement")
(14)
10.16 Fifth Note and Deed of Trust Modification and
Extension Agreement dated August 29, 1990 among
the Registrant, James W. Sapp and Wachovia Bank
and Trust Company, N.A. (15)
10.17 Amendments to the Purchase Agreement (16)
10.18 Property Management Agreement dated June 21, 1991
by and between the Registrant and NPI Management
with respect to the Registrant's properties (17)
10.19 Deed of Trust and Security Agreement among the
Registrant and Morgan Guaranty Trust Company of
New York, as Trustee, as Lender as it pertains to
Huntington Apartments (18)
10.20 Agreement of Limited Partnership of Oaklift, L.P.
as it pertains to the Registrant's ownership
interest in Oakwood Village Apartments (19)
10.21 Debtor's Disclosure Statement and Plan of
Reorganization; In Re: Oaklift, L.P.; Chapter 11
Case No. 192-16704-260, United States Bankruptcy
Court for the Eastern District of New York (19)
10.22 Debtor's Amended Disclosure Statement and Plan of
Reorganization; In re: Oaklift, L.P. Debtor;
Chapter 11 Case No. 192-16704-260, United States
Bankruptcy Court for the Eastern District of New
York (20)
10.23 Debtor's Second Amended Disclosure Statement and
Plan of Reorganization; In re: Oaklift, L.P.,
Debtor; Chapter 11 Case No. 192-16704-260, United
States Bankruptcy Court for the Eastern District
of New York (21)
10.24 Debtor's Third Amended and Restated plan of
Reorganization; In re: Oaklift, L.P., Debtor;
Chapter 11 Case No. 192-16704-260, United States
Bankruptcy Court for the Eastern District of New
York (22)
10.25 Multifamily Mortgage dated November 1, 1996,
between National Property Investors 8, a
California Limited Partnership and Lehman Brothers
Holdings Inc., relating to Williamsburg I & II
27 Financial Data Schedule
(1) Incorporated by reference to Exhibit 2 to the Registrant's Current
Report on Form 8-K dated August 17, 1995.
(2) Incorporated by reference to Exhibit 2.1 to Form 8-K filed by
Insignia Financial Group, Inc. with the Securities and Exchange
Commission on September 1, 1995.
(3) Incorporated by reference to Exhibit 2.2 to Form 8-K filed by
Insignia Financial Group, Inc. with the Securities and Exchange
Commission on September 1, 1995.
(4) Incorporated by reference to Exhibit 2.4 to Form 8-K filed by
Insignia Financial Group, Inc. with the Securities and Exchange
Commission on September 1, 1995.
(5) Incorporated by reference to Exhibit 2.5 to Form 8-K filed by
Insignia Financial Group, Inc. with the Securities and Exchange
Commission on September 1, 1995.
(6) Incorporated by reference to Exhibit A to the Prospectus of the
Registrant dated May 13, 1985 contained in the Registrant's
Registration Statement on Form S-11 (Reg. No. 2-95864).
(7) Incorporated by reference to Exhibits 3, 4(b) to the Registrant's
Form 10-K for the fiscal year ended December 31, 1985.
(8) incorporated by reference to the definitive Proxy Statement of the
Registrant dated April 3, 1991.
(9) Incorporated by reference to the Statement Furnished In Connection
With The Solicitation Of Consents of the Registrant dated August
28, 1992.
(10) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated December 26, 1985.
(11) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated December 21, 1987.
(12) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated February 11, 1988.
(13) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989.
(14) Incorporated by reference to the Registrant's Annual Report on
Form 8-K dated November 20, 1990.
(15) Incorporated by reference to the Registrant's Annual Report of
Form 10-K for the year ended December 31, 1990.
(16) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated June 21, 1991.
(17) Incorporated by reference to the Registrant's Annual Report of
Form 10-K for the year ended December 31, 1991. Identical
agreements have been entered into for each of the Registrant's
properties. The only difference in the agreements is that the
applicable property name has been inserted into the agreement.
(18) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991.
(19) Incorporated by reference to the Registrant's Annual Report of
Form 10-K for the year ended December 31, 1992.
(20) Incorporated by reference to the Registrant's Quarterly Report of
Form 10-Q for the period ended June 30, 1993.
(21) Incorporated by reference to the Registrant's Quarterly Report of
Form 10-Q for the period ended September 30, 1993.
(22) Incorporated by reference to the Registrant's Annual Report of
Form 10-K for the year ended December 31, 1993.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from National
Property Investors 8 1996 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000763701
<NAME> NATIONAL PROPERTY INVESTORS 8
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,871
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 29,536
<DEPRECIATION> 13,915
<TOTAL-ASSETS> 19,483
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 10,983
0
0
<COMMON> 0
<OTHER-SE> 7,611
<TOTAL-LIABILITY-AND-EQUITY> 19,483
<SALES> 0
<TOTAL-REVENUES> 4,627
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,763
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 907
<INCOME-PRETAX> (145)
<INCOME-TAX> 0
<INCOME-CONTINUING> (145)
<DISCONTINUED> 0
<EXTRAORDINARY> (9)
<CHANGES> 0
<NET-INCOME> (145)
<EPS-PRIMARY> (3.20)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
Loan No. 734105827
Williamsburg I & II
MULTIFAMILY NOTE
US $7,400,000.00 New York, New York
As of November 1, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of Seven
Million Four Hundred Thousand and 00/100 Dollars, with interest on the unpaid
principal balance from the date of this Note, until paid, at the rate of 7.33
percent per annum. Interest only shall be payable at 3 World Financial Center,
New York, New York 10285, or such other place as the holder hereof may designate
in writing, in consecutive monthly installments of Forty-five Thousand Two
Hundred One and 67/100 Dollars (US $45,201.67) on the first day each month
beginning December 1, 1996, until the entire indebtedness evidenced hereby is
fully paid, except that any remaining indebtedness, if not sooner paid, shall be
due and payable on November 1, 2003.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
The undersigned shall pay any installment of interest due hereunder within
ten (10) calendar days after such installment of interest is due. The
undersigned shall pay any other installment due hereunder or due in accordance
with the terms of the Mortgage or Deed of Trust securing this Note, within
thirty (30) calendar days of the date such installment is due.
IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to be executed by its representatives thereunto duly authorized.
NATIONAL PROPERTIES INVESTORS 8, a California limited
partnership
By: NPI Equity Investments, Inc., a
Florida corporation, its general
partner
By: /s/William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 1st day of November, 1996.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman
Brothers Holdings Inc., a Delaware
corporation
By: /s/Larry J. Kravetz
Name: Larry J. Kravetz
Title: Vice President
