FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
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, 1997
[ ] 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
(Name of small business issuer in its charter)
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. $ 4,812,000
State the aggregate market value of the voting partnership interests held by
nonaffiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, 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 the
aggregate market value of the voting partnership interests would not exceed
$25,000,000.
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 on June 26, 1984. The Partnership 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" or "NPI Equity") on June 21, 1991.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia acquired all of the issued and outstanding shares of
stock of NPI Equity and National Property Investors, Inc. ("NPI"), the sole
shareholder of NPI Equity until December 31, 1996, at which time the stock of
NPI Equity was acquired by IPT Insignia Properties Trust, ("IPT"). In connection
with these transactions, affiliates of Insignia appointed new officers and
directors of NPI and NPI Equity. See "Item 9. Directors, Executive Officers,
Promoters and Control Persons; Compliance with Section 16(a) of the Exchange
Act."
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
On January 19, 1996, DeForest Ventures, II, L.P. ("DeForest II"), the entity
which tendered for Units in the Partnership in 1994 and 1995, and certain of its
affiliates sold the Units then held by them (16,447 Units representing
approximately 37% of the total outstanding Units at such time) to Insignia NPI
L.L.C. ("Insignia LLC"), an affiliate of Insignia. Insignia LLC subsequently
transferred these units to Insignia Properties L.P. As a result, Insignia
Properties L.P. could be in a position to significantly influence all voting
decisions with respect to the Partnership. 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 unit holders. Except for the foregoing, no other
limitations are imposed on Insignia Properties, L.P.'s right to vote each Unit
acquired. Pursuant to a Schedule 13-D filed by Insignia Properties, L.P. with
the Securities and Exchange Commission, Insignia Properties L.P. currently holds
16,612 Units representing approximately 37.0% of the total outstanding Units.
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 certain assets. The
Partnership intends to evaluate each of its holdings periodically to determine
the most appropriate strategy for each of the assets.
The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Registrant received
notice that is a potentially responsible party with respect to an environmental
clean up site.
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. NPI-AP
Management, L.P., an affiliate of the Managing General Partner, 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
<FN>
(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.
</FN>
</TABLE>
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Williamsburg on the Lake
Apartments $ 18,441 $ 10,985 5-27 S/L $ 7,002
Huntington Apartments 11,595 4,099 5-29 S/L 5,919
$ 30,036 $ 15,084 $12,921
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 1997 Rate Amortized Date Maturity
Williamsburg on the
Lake Apartments $ 7,400 7.33% (1) 11/03 $ 7,400
Huntington Apartments 3,524 9.85% 25 yrs. 2/02 3,211
$ 10,924 $ 10,611
(1) Interest only payments.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average annual rental rate and occupancy for 1997 and 1996 for each property:
Average Annual Average
Rental Rates Occupancy
Property 1997 1996 1997 1996
Williamsburg on the Lake
Apartments $ 6,222/unit $ 6,135/unit 91% 91%
Huntington Apartments 9,037/unit 8,789/unit 94% 94%
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 (amounts in thousands) and rates in 1997 for each property
were:
1997 1997
Billing Rate
Williamsburg on the Lake Apartments (1) $ 354 10.13%
Huntington Apartments 97 1.28%
(1) Based on 1996 tax bills as the 1997 billings were not received as of the
date of this report filing.
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 1,442 Limited
Partners of record. There is no intention to sell additional Limited Partnership
Units nor is there an established market for these Units.
In the third quarter of 1997, the Partnership distributed approximately
$1,500,000 from adjusted cash from operations to the partners. Of this amount,
approximately $15,000 was distributed to the General Partner and approximately
$1,485,000 ($33.09 per Unit) was distributed to the limited partners. No
distributions were made during 1996. The General Partner is currently assessing
the feasibility of making a distribution during 1998.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
The Partnership realized net income of approximately $117,000 for the year ended
December 31, 1997, compared to a net loss of approximately $145,000 for the year
ended December 31, 1996. The increase in net income for the year ended December
31, 1997, compared to the corresponding period of 1996, is due to increased
revenues and a net decrease in overall expenses. The increase in revenues
resulted from an increase in rental and other income. Rental income increased
as a result of rental rate increases at the Partnership's investment properties.
Other income increased due to increased interest income earned on a replacement
reserve maintained in connection with the November 1996 refinance of the
mortgage encumbering Williamsburg on the Lake Apartments. Furthermore, higher
investment balances were held during 1997 versus 1996, resulting in increased
interest income. Total expenses decreased primarily due to a decrease in
operating expenses. Operating expenses decreased during 1997 due to non-
recurring projects completed during 1996, such as exterior property improvements
at Huntington Apartments and an exterior painting project at Williamsburg on the
Lake Apartments. Also, operating expenses were lower at Williamsburg on the
Lake Apartments due to a decrease in salary expense resulting from the property
operating with one less maintenance employee during 1997. Partially offsetting
the decrease in operating expenses was an increase in concessions and
advertising costs expended in an effort to maintain occupancy rates at both of
the Partnership's investment properties.
Included in operating expense for the year ended December 31, 1997, is
approximately $94,000 of major repairs and maintenance comprised primarily of
major landscaping and exterior building improvements. Included in operating
expense for the year ended December 31, 1996, is approximately $191,000 of major
repairs and maintenance comprised of major landscaping, exterior building
improvements, and exterior painting.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. 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.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1997, the Partnership held cash and cash equivalents of
approximately $1,777,000 compared to approximately $1,871,000 at December 31,
1996. For the year ended December 31, 1997, net cash and cash equivalents
decreased approximately $94,000 compared to a decrease of $512,000 for the year
ended December 31, 1996. Net cash provided by operating activities decreased
primarily as a result of a decrease in accounts payable and other liabilities
due to the timing of payments to vendors. These decreases were offset by a
decrease in receivables and deposits, as reserves required by HUD were no longer
necessary after the refinancing of the mortgage secured by the Williamsburg on
the Lake Apartments property (see discussion below). The increase in net cash
provided by investing activities for the year ended December 31, 1997, resulted
from a net decrease in restricted escrows due to withdrawals made from the
escrow accounts to cover expenses for exterior improvements at Williamsburg on
the Lake Apartments such as the replacement of vinyl siding, shutters, and
balconies during 1996, and the construction of a new recreation center during
1997. During the fourth quarter of 1996, approximately $1,182,000 was deposited
into a capital repair escrow account, as required by the terms of the
refinancing of the mortgage debt secured by the Williamsburg on the Lake
Apartments property. In addition, net cash used in property improvements and
replacements decreased due to property improvements and replacements which were
completed at Williamsburg on the Lake Apartments, as described above. The
increase in net cash used in financing activities for the year ended December
31, 1997, resulted primarily from a $1,500,000 distribution to the partners made
during the third quarter. During the year ended December 31, 1996, net cash
provided by financing activities resulted from proceeds received in the
refinancing of the Williamsburg on the Lake Apartments mortgage, and was offset
by the repayment of the old mortgage note and the related payment of loan costs.
Additionally, payments on mortgage notes payable decreased during the year ended
December 31, 1997, compared to the year ended December 31, 1996, due to the
refinance of the Williamsburg on the Lake Apartments property in 1996, which
resulted in the conversion of the mortgage debt into a mortgage note requiring
interest-only payments. (See "Item 7. Note B - Mortgage Notes Payable" for
detailed information regarding the refinance of the Williamsburg on the Lake
Apartments.)
The Managing General Partner has extended to the Partnership a $500,000 line of
credit. At December 31, 1997 and 1996, the Partnership had 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 unrestricted 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 at the Huntington Apartments of approximately $3,524,000
is amortized over twenty-five years and requires a balloon payment of $3,211,000
in February 2002. The mortgage encumbering the Williamsburg on the Lake
Apartments property requires interest only payments with the principal balance
of $7,400,000 due November 2003. Future cash distributions will depend on the
levels of cash generated from operations, property sales, and the availability
of cash reserves. During the year ended December 31, 1997, the Partnership
declared and paid cash distributions from operations of approximately
$1,500,000. No cash distributions were paid during the year ended December 31,
1996. The Managing General Partner is assessing the feasibility of making a
distribution during 1998.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements speak only as of the date of this annual report. The
Partnership expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Partnership's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.
ITEM 7. FINANCIAL STATEMENTS
NATIONAL PROPERTY INVESTORS 8
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Balance Sheet - December 31, 1997
Consolidated Statements of Operations - Years ended December 31, 1997 and 1996
Consolidated Statements of Changes in Partners' Capital (Deficit) - Years
ended December 31, 1997 and 1996
Consolidated Statements of Cash Flows - Years ended December 31, 1997 and 1996
Notes to Consolidated 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, 1997, 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, 1997. 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, 1997, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles.
/S/ IMOWITZ KOENIG & CO., LLP
Certified Public Accountants
New York, N.Y.
January 16, 1998
NATIONAL PROPERTY INVESTORS 8
BALANCE SHEET
(in thousands, except unit data)
December 31, 1997
Assets
Cash and cash equivalents $ 1,777
Receivables and deposits 284
Restricted escrows 628
Other assets 228
Investment properties (Notes B and E)
Land $ 1,970
Buildings and related
personal property 28,066
30,036
Less accumulated depreciation (15,084) 14,952
$ 17,869
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 21
Tenant security deposits 67
Accrued property taxes 469
Other liabilities 160
Mortgage notes payable (Notes B and E) 10,924
Partners' (Deficit) Capital
General partner $ (161)
Limited partners (44,882 units issued
and outstanding) 6,389 6,228
$ 17,869
See Accompanying Notes to Consolidated Financial Statements
NATIONAL PROPERTY INVESTORS 8
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996
<S> <C> <C>
Revenues:
Rental income $ 4,382 $ 4,269
Other income 430 358
Total revenues 4,812 4,627
Expenses:
Operating 1,816 1,959
General and administrative 283 256
Depreciation 1,169 1,168
Interest 971 907
Property taxes 456 473
Total expenses 4,695 4,763
Income (loss) before extraordinary item 117 (136)
Extraordinary item - loss on early
extinguishment of debt (Note B) -- (9)
Net income (loss) $ 117 $ (145)
Net income (loss) allocated to general partner (1%) $ 1 $ (1)
Net income (loss) allocated to limited partners (99%) 116 (144)
Net income (loss) $ 117 $ (145)
Net income (loss) per limited partnership unit:
Income (loss) before extraordinary item $ 2.58 $ (3.00)
Extraordinary item -- (.20)
Net income (loss) $ 2.58 $ (3.20)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
NATIONAL PROPERTY INVESTORS 8
CONSOLIDATED STATEMENTS 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, 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
Distributions to partners (15) (1,485) (1,500)
Net income for the year
ended December 31, 1997 1 116 117
Partners' (deficit) capital at
December 31, 1997 44,882 $ (161) $ 6,389 $ 6,228
See Accompanying Notes to Consolidated Financial Statements
NATIONAL PROPERTY INVESTORS 8
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1997 1996
Cash flows from operating activities:
Net income (loss) $ 117 $ (145)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Amortization of loan costs 38 12
Depreciation 1,169 1,168
Extraordinary item - loss on early extinguishment
of debt -- 9
Change in accounts:
Receivables and deposits 80 (20)
Other assets -- 25
Accounts payable (238) 289
Tenants security deposits (12) (17)
Accrued taxes 81 8
Other liabilities 9 77
Net cash provided by operating activities 1,244 1,406
Cash flows from investing activities:
Property improvements and replacements (500) (1,076)
Net decrease (increase) in restricted escrows 735 (1,248)
Net cash provided by (used in)
investing activities 235 (2,324)
Cash flows from financing activities:
Payments on mortgage notes payable (59) (181)
Repayment of mortgage notes payable -- (6,607)
Proceeds from long-term borrowings -- 7,400
Loan costs paid (14) (197)
Cost paid to extinguish debt -- (9)
Distribution to partners (1,500) --
Net cash (used in) provided by
financing activities (1,573) 406
Net decrease in cash and cash equivalents (94) (512)
Cash and cash equivalents at beginning of year 1,871 2,383
Cash and cash equivalents at end of year $ 1,777 $ 1,871
Supplemental disclosure of cash flow information:
Cash paid for interest $ 936 $ 898
Supplemental disclosure of non-cash financing activity:
Accrued loan costs $ -- $ 12
See Accompanying Notes to Consolidated Financial Statements
NATIONAL PROPERTY INVESTORS 8
Notes to Consolidated Financial Statements
December 31, 1997
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: National Property Investors 8, a California Limited Partnership
(the "Partnership" or "Registrant"), was organized under the Uniform Limited
Partnership Laws of California on June 26, 1984, for the purpose of acquiring
and operating income-producing residential real estate. NPI Equity Investments,
Inc. is the managing general partner (the "Managing General Partner") of the
Partnership. 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
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. The property 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, 1997 and December 31, 1996, and
the statement of cash flows at December 31, 1996, are consolidated. All
significant interpartnership 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 ranging
from 5-29 years.
Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and
in banks, money market funds, and certificates of deposit with original
maturities of less than 90 days. 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. The Partnership recognizes income as earned on its leases.
Tenant Security Deposits: The Partnership requires security deposits from all
apartment leases for the duration of the lease and such deposits are included in
receivables and deposits. The security deposits are refunded when the tenant
vacates, provided the tenant has not damaged its space and is current on its
rental payments.
Loan Costs: Loan costs of approximately $286,000 at December 31, 1997, are
included in other assets in the accompanying balance sheet and are being
amortized on a straight-line basis over the lives of the related loans. At
December 31, 1997, accumulated amortization is approximately $80,000.
Amortization of loan costs is included in interest expense.
Investment Properties: Investment properties are stated at cost. Acquisition
fees are capitalized as a cost of real estate. In accordance with Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", the
Partnership records impairment losses on long-lived assets used in operations
when events and circumstances indicate that the assets might be impaired and the
undiscounted cash flows estimated to be generated by those assets are less than
the carrying amounts of those assets.
Fair Value: SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments", as amended by SFAS No. 119, "Disclosures about Derivative
Financial Instruments and Fair Value of Financial Instruments", requires
disclosure of fair value information about financial instruments, whether or not
recognized in the balance sheet, for which it is practicable to estimate fair
value. Fair value is defined in the SFAS as the amount at which the instruments
could be exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale. The Partnership believes that the carrying
amount of its financial instruments (except for long term debt) approximates
their fair value due to the short term maturity of these instruments. The fair
value of the Partnership's long term debt, after discounting the scheduled loan
payments to maturity, is approximately $11,252,000.
Advertising Costs: Advertising costs of approximately $85,000 and approximately
$76,000 are charged to expense as incurred and are included in "Operating"
expenses in the accompanying statement of operations for the years ending
December 31, 1997 and 1996, respectively.
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 1996
balances to conform to the 1997 presentation.
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.
NOTE B - MORTGAGE NOTES PAYABLE
The principle 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 1997
Williamsburg on the
Lake Apartments (1) $ 45 7.33% 11/03 $ 7,400 $ 7,400
Huntington Apartments 34 9.85% 2/02 3,211 3,524
$ 10,611 $ 10,924
(1) Interest only payments.
Scheduled principal payments on mortgage notes payable subsequent to December
31, 1997 are as follows (dollar amounts in thousands):
1998 $ 65
1999 72
2000 80
2001 88
2002 3,219
Thereafter 7,400
$ 10,924
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 balance 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 approximately $209,000 in
loan costs in 1996 and approximately $2,000 in loan costs in 1997 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 income or (loss) as reported and Federal taxable
income result primarily from depreciation over different methods and lives and
on differing cost bases. The following is a reconciliation of reported net
income (loss) and Federal taxable income:
1997 1996
(in thousands, except unit data)
Net income (loss) as reported $ 117 $ (145)
Add (deduct):
Depreciation differences 124 176
Miscellaneous 12 17
Federal taxable income $ 253 $ 48
Federal taxable income
per limited partnership unit $ 5.58 $ 1.06
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets:
1997
(in thousands)
Net assets as reported $ 6,228
Land and buildings (1,268)
Accumulated depreciation (763)
Syndication and distribution costs 2,637
Prepaid rent 13
Net assets - Federal tax basis $ 6,847
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 certain 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 1997 and 1996:
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia acquired all of the issued and outstanding shares of
stock of NPI Equity and National Property Investors, Inc. ("NPI"), the sole
shareholder of NPI Equity until December 31, 1996, at which time the stock of
NPI Equity was acquired by IPT Insignia Properties Trust, ("IPT"). In connection
with these transactions, affiliates of Insignia appointed new officers and
directors of NPI and NPI Equity. An affiliate of Insignia owns 16,612 units or
approximately 37% of the total Limited Partnership Units.
1997 1996
(in thousands)
Property management fees (included
in operating expense) $ 233 $ 228
Reimbursement for services of
affiliates 213 307
Included in "Reimbursements for services of affiliates" for 1997 and 1996 are
reimbursements for construction oversight costs in the amount of approximately
$28,000 and $41,000, respectively, which are included in operating expense.
Also included in the reimbursements for 1996 is approximately $83,000 in loan
costs related to the refinancing of Williamsburg on the Lake Apartments, which
are capitalized and included in other assets.
From January 1, 1996, through August 31, 1997, the Partnership insured 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 master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who receives payment on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
For services relating to the administration of the Partnership and operation of
its properties, the Managing General Partner 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. For the year
ended December 31, 1997, the Managing General Partner received approximately
$67,000 for non-accountable expense reimbursements, and was not entitled to
receive any non-accountable expense reimbursements for the year ended December
31, 1996.
In addition to the reimbursement discussed above, for managing the affairs of
the Partnership, the Managing General Partner 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. For the year ended December 31, 1997, the Managing General
Partner received $30,000 in partnership management fees, and was not entitled to
a fee for the year ended December 31, 1996.
The Managing General Partner is entitled to receive 1% of adjusted cash from
operations and an allocation of 1% of the net income or loss of the Partnership.
A distribution of adjusted cash from operations totaling approximately
$1,500,000 was declared and paid during the third quarter of 1997, and the
Managing General Partner received its share of approximately $15,000 from this
distribution. There were no distributions of adjusted cash from operations for
the year ended December 31, 1996. Upon sale of all properties and termination
of the Partnership, the general partner may be required to contribute certain
funds to the Partnership in accordance with the partnership agreement.
Upon sale of Partnership properties, the Managing General Partner 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 the Managing General Partner, 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
<TABLE>
<CAPTION>
Initial Cost
To Partnership
(in thousands)
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Williamsburg on the $ 7,400 $ 590 $ 14,822 $ 3,029
Lake Apartments
Huntington Apartments 3,524 1,368 9,233 994
Total $ 10,924 $ 1,958 $ 24,055 $ 4,023
</TABLE>
<TABLE>
<CAPTION>
Gross Amount at Which Carried
At December 31, 1997
(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 $ 17,847 $18,441 $ 10,985 1974-1976 3/86 5-27 yrs
Huntington Apartments 1,376 10,219 11,595 4,099 1986 2/88 5-29 yrs
Total $1,970 $ 28,066 $30,036 $ 15,084
</TABLE>
Reconciliation of Investment Properties and Accumulated Depreciation:
Years Ended December 31,
1997 1996
(in thousands)
Balance at beginning of year $ 29,536 $ 28,460
Property improvements 500 1,076
Balance at end of year $ 30,036 $ 29,536
Years Ended December 31,
1997 1996
(in thousands)
Accumulated Depreciation
Balance at beginning of year $ 13,915 $ 12,747
Additions charged to expense 1,169 1,168
Balance at end of year $ 15,084 $ 13,915
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996 is $28,769,000 and $28,252,000, respectively. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1997 and 1996 is $15,847,000 and $14,801,000, respectively.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with Imowitz Koenig & Co. LLP regarding the 1997 or
1996 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 managing general partner of
the Partnership is NPI Equity Investments, Inc. ("NPI Equity" or the "Managing
General Partner"). NPI Equity was a wholly owned subsidiary of National
Properties, Inc. ("NPI, Inc.") until December 31, 1996, at which time Insignia
Properties Trust ("IPT"), an affiliate of Insignia Financial Group, Inc.
("Insignia") acquired the stock of NPI Equity.
The names and ages of, as well as the positions and offices held by, the
executive officers and directors of NPI Equity are set forth below. There are
no family relationships between or among any officers or directors.
Name Age Position
William H. Jarrard, Jr. 51 President and
Director
Ronald Uretta 41 Vice President and
Treasurer
Martha L. Long 38 Controller
Robert D. Long, Jr. 30 Vice President
Daniel M. LeBey 32 Vice President and
Secretary
Kelley M. Buechler 40 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of the Managing General
Partner since January 1996. He has acted as Senior Vice President of Insignia
Properties Trust ("IPT"), parent of the Managing General Partner, since May
1997. Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia from January 1991 through September 1997 and served
as Managing Director - Partnership Administration and Asset Management from July
1994 until January 1996.
Ronald Uretta has been Vice President and Treasurer of the Managing General
Partner since January 1996 and Insignia's Treasurer since January 1992. Since
August 1996, he has also served as Chief Operating Officer. He has also served
as Secretary from January 1992 to June 1996 and as Insignia's Chief Financial
Officer from January 1992 to August 1996.
Martha L. Long has been Controller of the Managing General Partner since
December 1996 and Senior Vice President - Finance and Controller of Insignia
since January 1997. In June 1994, Ms. Long joined Insignia as its Controller,
and was promoted to Senior Vice President - Finance in January 1997. Prior to
that time, she was Senior Vice President and Controller of the First Savings
Bank, in Greenville, SC.
Robert D. Long, Jr. has been Vice President of the Managing General Partner
since January 1998. Mr. Long joined Metropolitan Asset Enhancement, L.P.
("MAE"), an affiliate of Insignia, in September 1993. Since 1994 he has acted
as Vice President and Chief Accounting Officer of the MAE subsidiaries. Mr.
Long was an accountant for Insignia until joining MAE in 1993. Prior to joining
Insignia, Mr. Long was an auditor for the State of Tennessee and was associated
with the accounting firm of Harsman Lewis and Associates.
Daniel M. LeBey has been Vice President and Secretary of the Managing General
Partner since January 29, 1998 and Insignia's Assistant Secretary since April
30, 1997. Since July 1996 he has also served as Insignia's Associate General
Counsel. From September 1992 until June 1996, Mr. LeBey was an attorney with
the law firm of Alston & Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since June 1996 and 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 the Managing General Partner. 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, certain 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, 1997.
Name of Amount and nature of
Beneficial Owner Beneficial Owner % of Class
Insignia Properties, L.P. 16,612 37.0%
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.
On January 19, 1996, DeForest Ventures II, L.P. ("Ventures II"), the entity
which tendered for Units in the Partnership in 1994 and 1995, and certain of its
affiliates sold the Units then held by them (16,447 Units representing
approximately 37% of the total outstanding Units at such time) to Insignia NPI
L.L.C. ("Insignia LLC"), an affiliate of Insignia. Insignia LLC subsequently
transferred these units to Insignia Properties L.P. As a result, Insignia
Properties L.P. could be in a position to significantly influence all voting
decisions with respect to the Partnership. 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 unit holders. Except for the foregoing, no other
limitations are imposed on Insignia Properties, L.P.'s right to vote each Unit
acquired. Pursuant to a Schedule 13-D filed by Insignia Properties, L.P. with
the Securities and Exchange Commission, Insignia Properties L.P. currently holds
16,612 Units representing approximately 37.0% of the total outstanding Units.
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. On March 17, 1998, Insignia entered into an agreement to
merge its national residential property management operations, and its
controlling interest in Insignia Properties Trust, with Apartment Investment and
Management Company ("AIMCO"), a publicly traded real estate investment trust.
The closing, which is anticipated to happen in the third quarter of 1998, is
subject to customary conditions, including government approvals and the approval
of Insignia's shareholders. If the closing occurs, AIMCO will then control the
General Partner of the Partnership. The Partnership Agreement provides for
certain 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 1997 and
1996:
1997 1996
(in thousands)
Property management fees $ 233 $ 228
Reimbursement for services of
affiliates 213 307
Included in "Reimbursements for services of affiliates" for 1997 and 1996 are
reimbursements for construction oversight costs in the amount of approximately
$28,000 and $41,000, respectively. Also included in the reimbursements for 1996
is approximately $83,000 in loan costs related to the refinancing of
Williamsburg on the Lake Apartments.
From January 1, 1996, through August 31, 1997, the Partnership insured 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 master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who receives payment on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
For services relating to the administration of the Partnership and operation of
its properties, the Managing General Partner 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. For the year
ended December 31, 1997, the Managing General Partner received approximately
$67,000 for non-accountable expense reimbursements, and was not entitled to
receive any non-accountable expense reimbursements for the year ended December
31, 1996.
In addition to the reimbursements discussed above, for managing the affairs of
the Partnership, the Managing General Partner 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. For the year ended December 31, 1997, the Managing General
Partner received $30,000 in partnership management fees, and was not entitled to
a fee for the year ended December 31, 1996.
The Managing General Partner is entitled to receive 1% of adjusted cash from
operations and an allocation of 1% of the net income or loss of the Partnership.
A distribution of adjusted cash from operations totaling approximately
$1,500,000 was declared and paid during the third quarter of 1997, and the
Managing General Partner received its share of approximately $15,000 from this
distribution. There were no distributions of adjusted cash from operations for
the year ended December 31, 1996. Upon sale of all properties and termination
of the Partnership, the general partner may be required to contribute certain
funds to the Partnership in accordance with the partnership agreement.
Upon the sale of Partnership properties, the Managing General Partner 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 the Managing General Partner, 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 1997.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
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
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Signature/Name Title Date
/s/ William H. Jarrard, Jr. President and Director March 23, 1998
William H. Jarrard, Jr.
/s/ Ronald Uretta Vice President and March 23, 1998
Ronald Uretta Treasurer
NATIONAL PROPERTY INVESTORS 8
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
(23)
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.
(23) Incorporated by reference to the Registrant's Annual Report of
Form 10-K for the year ended December 31, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from National
Property Investors 8 1997 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,777
<SECURITIES> 0
<RECEIVABLES> 284
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 30,036
<DEPRECIATION> 15,084
<TOTAL-ASSETS> 17,869
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 10,924
0
0
<COMMON> 0
<OTHER-SE> 6,228
<TOTAL-LIABILITY-AND-EQUITY> 17,869
<SALES> 0
<TOTAL-REVENUES> 4,812
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,695
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 971
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 117
<EPS-PRIMARY> 2.58<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
