UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1996
Commission file Number 000-14422
RIVERCHASE INVESTORS I, LTD.
(Exact name of registrant as specified in its charter.)
Florida 64-0712672
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2101 6th Avenue North, STE 750,
Birmingham, AL 35203-2764
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(205) 250-8700
Securities registered pursuant to section 12(b) of the Act:
None
(Title of Class)
Securities registered pursuant to section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Documents Incorporated by Reference in Part I, II, III, and IV:
Portions of the prospectus of Registrant, dated May 30, 1985, as filed with the
Securities and Exchange Commission pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, are incorporated by reference in Parts I, II, III, and
IV of this Annual report on Form 10-K.
Number of Units of the Registrant's Limited Partnership
Units of Ownership outstanding as of December 31, 1996: 11,052.
<TABLE>
FORM 10-K ANNUAL REPORT
TWELVE MONTHS ENDED DECEMBER 31, 1996
RIVERCHASE INVESTORS I, LTD.
TABLE OF CONTENTS
<S> <C> <C>
PART I
Item 1. Business . . . . . . . . . . . .
Item 2. Properties . . . . . . . . . . .
Item 3. Legal Proceedings. . . . . . . .
Item 4. Submission of Matters to
a Vote of Security Holders . . .
PART II
Item 5. Market for Registrant's
Common Equity and Related
Stockholders Matters . . . . . .
Item 6. Selected Financial Data. . . . .
Item 7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations. . . .
Item 8. Financial Statements and
Supplementary Data . . . . . . .
Item 9. Changes in and disagreements with
accountants on Accounting and
Financial Disclosure . . . .
PART III
Item 10. Directors and Executive
Officers of the Registrant . . .
Item 11. Executive Compensation . . . . .
Item 12. Security Ownership of Certain
Beneficial Owners and
Management . . . . . . . . . . .
Item 13. Certain Relationships and
Related Transactions . . . . . .
PART IV
Item 14. Exhibits, Financial Statement
Schedules and Reports on
Form 8-K . . . . . . . . . . . .
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
PART I
ITEM 1. BUSINESS
Riverchase Investors I, Ltd. ("the Partnership") is a limited
partnership organized under the laws of the State of Florida, pursuant to a
Certificate and Agreement of Limited Partnership dated February 22, 1985, as
amended and restated as of December 30, 1985. The Partnership operates a 248
unit apartment complex in the city of Temple Terrace, Hillsborough County,
Florida (the "Property"). See Item 2 hereof, "Properties".
The General Partners of the Partnership are John H. McClintock, Jr.
("McClintock"), James H. Pugh, Jr. ("Pugh"), Thomas H. Lowder, James K. Lowder,
and Robert E. Lowder (the "Lowders") and Battery Park Capital Corp., a New York
corporation ("Battery Park") (collectively, the "General Partners").
The land and buildings owned by the Partnership were acquired and
constructed with the proceeds from partner contributions. Therefore, the
Property is entirely unleveraged. Riverchase Investors I, LTD. produces revenues
from the rental of apartment units. The Property operations generate cash flow
which is distributed to the partners on quarterly basis. Between quarterly
distributions, the excess cash is invested in an insured interest bearing
account or in certificates of deposit.
Reference is made to the Prospectus of Registrant (the "Prospectus"),
dated May 30, 1985, filed with the Securities and Exchange Commission pursuant
to Rule 424(b) under the Securities Act of 1933, as amended, in connection with
Registrant's Registration Statement on Form S-11 (File No. 2-96052) (the
"Registration Statement"). Portions of the Prospectus are incorporated herein by
reference, as specifically referred to in the following sections of this
document.
Pursuant to the Registration Statement, a maximum of 16,850 units of
limited partnership interests (the "Units") were registered under the Securities
Act of 1933, as amended. A total of 11,052 Units were sold, and the Registrant's
net proceeds from the offering of the Units (the "Offering") aggregated
$9,529,162 (gross proceeds of $11,052,000, less underwriting commissions of
$773,640 and other issuance costs $749,198).
For additional information on the business of the Partnership, see the
information set forth in "INVESTMENT OBJECTIVE AND POLICIES" at pages 32 through
36 and "ACQUISITION OF REAL PROPERTY" and "THE PROJECT" at pages 41 through 43
of the Prospectus, which is incorporated herein by reference.
See also Item 7 hereof, "Management's Discussion and Analysis of
Financial Condition and Results of Operations".
ITEM 2. PROPERTIES
The Partnership owns the land described below, upon which the Property
was constructed:
LOCATION DESCRIPTION OF PROPERTY
Temple Terrance Approximately 37 acres of
Hillsborough County land upon which 248 units
Florida of two-story garden type
apartments are located in
31 buildings, plus a clubhouse
For additional information on the Property, reference is made to the
information set forth under "ACQUISITION OF REAL PROPERTY" and "THE PROJECT" at
pages 41 through 43 of the Prospectus, which is incorporated herein by
reference.
ITEM 3. LEGAL PROCEEDINGS
There are no material legal proceedings pending to which the
Partnership is a party or to which any of the Property is subject.
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 this fiscal year covered by this report by the solicitation of
proxies or otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
A Public market for the Units does not exist and is not likely to
develop because the transfer of the Units is subject to certain limitations.
Reference is made to the Amended and Restated Certificate and Agreement of
Limited Partnership, and in particular to Section 16 thereof, "Assignees and
Substituted Limited Partners", as set forth on pages 15 through 16 of Exhibit A
to the Prospectus, which is incorporated herein by reference.
As of December 31, 1996, there were approximately 1225 holders of Units
of Registrant, owning an aggregate of 11,052 Units.
The Partnership intends, to the extent possible, to make cash distributions on a
quarterly basis from earnings from operations and earnings generated from
investments in certificate of deposit of insured interest bearing accounts. See
"PROFITS AND LOSSES AND CASH DISTRIBUTIONS" at page. 49 through 51 of the
Prospectus, which is incorporated herein by reference.
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
<CAPTION>
Year ended December 31
---------------------------------------------------------
1996 1995 1994 1993 1992
-------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Rental Revenue 1,433,043 1,454,909 1,431,176 1,325,567 1,219,937
Interest Income 9,385 11,520 8,317 7,872 9,250
Easement Fee 0 0 0 0 0
Other Income 45,913 45,498 45,328 48,377 66,697
Net Income 486,614 531,690 404,872 367,291 260,725
Net Income per
Limited Part-
nership Unit 43.59 47.63 36.27 32.90 23.35
Total Assets at
Period End 7,452,392 7,526,646 7,677,947 7,938,892 8,185,362
Partner's Capital
at Period End 7,385,913 7,457,235 7,617,691 7,882,635 8,129,345
Cash Distributions
per Limited Part-
nership Unit 50 62 60 55 52
<FN>
The above selected financial data should be read in conjunction with the
Financial Statements and notes thereto.
</FN>
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANAYLSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Substantially all of the liquid assets of the Partnership consist of
cash produced from the rental of apartments. The cash flow from operations is
distributed on a quarterly basis after deducting for the current liabilities and
cash needs of the Partnership. The Property generated an adequate amount of cash
in 1996 and 1995 to meet the cash needs of the enterprise. In addition, cash
distributions totaling $557,936 and $692,146 were paid to partners during 1996
and 1995, respectively. See "Statements of Cash Flows".
There are approximately $200,000 of capital improvements planned for
the Property during 1997. These improvements are necessary to enhance the
marketability of the property. The planned capital improvements include exterior
painting, renovation of the pool area, driveway repair, landscaping, and
refurbishing the rental center. All improvements and repairs will be financed
out of current-year cash flow. The Property is unleveraged. Management has no
plans at present or in the foreseeable future to mortgage the Property.
RESULTS OF OPERATIONS
In 1996, Riverchase I Apartments was stable in rent revenue. Annual
rent revenue decreased by $21,866 or 1.5% and increased $23,733 or 1.7% in 1996
and 1995, respectively. The annual average occupancy rate decreased year-to-year
at 91.7% and 96.9% in 1996 and 1995, respectively. Therefore, most of the
decline in rent revenue is a result of a lower occupancy rate. When compared
with 1995, net income before depreciation decreased by $38,620 or 5.5%.
Total expenses before depreciation increased by $15,034 or 1.9% in 1996 as
compared to a decrease of $32,488 or 3.9% in 1995. The increase in year-to-year
total expense before depreciation was made up of primarily two line items.
First, repairs and maintenance increased by $30,133 because of extensive
replacement of carpet, vinyl, and floor tiles. Second, the G & A expenses
decreased by $13,175. The decrease in G & A expenses is attributable to lower
tax adjuster's fees, lower legal fees, and the allocation of certain payroll and
advertising costs to Riverchase III, a related entity.
Colonial Properties Trust, an affiliate of Colonial Properties
Services, Inc. is in the process of completing the third phase of Riverchase.
While Riverchase Investors I, has no financial interest in phase III, the
development of this phase will improve the overall marketability of the
Riverchase community and enable it to lower on-site operating costs by spreading
certain fixed expenses over a greater number of units.
INFLATION
Inflation did not have a material impact on the Partnership during the
past three fiscal years. In the future, the Partnership may experience the
effects of inflation through increases in the costs of operating and maintaining
an apartment property of this type.
Any statement contained in this report which is not historical fact, or
which might be otherwise considered an opinion or projection concerning the
Company or its business, whether express or implied, is meant as and should be
considered a forward-looking statement as that term is defined in the Private
Securities Litigation Reform Act of 1996. Forward- looking statements are based
upon assumptions and opinions concerning a variety of known and unknown risks,
including but not necessarily limited to changes in market conditions,the supply
and demand for investable funds, interest rates, increased competition,
changes in governmental regulations, and national and local economic conditions
generally, as well as other risks more completely described in the Company's
filings with the Securities and Exchange Commission, including this Annual
Report Form 10K. If any of these assumptions or opinions prove incorrect, any
forward-looking statements made on the basis of such assumptions or opinions may
also prove materially incorrect in one or more respects.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements are filed as a part of this report:
Report of Independent Accountants
Financial Statements:
Balance Sheets
Statements of Income
Statements of Partner's Capital
Statements of cash Flows
Notes to Financial Statements
No financial statement schedules are required for Riverchase Investors
I, LTD.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Riverchase Investors I, Ltd.
We have audited the balance sheets of Riverchase Investors I, Ltd. (a limited
partnership) as of December 31, 1996 and 1995, and the related statements of
income, partners' capital and cash flows for each of the three years in the
period ended December 31, 1996. These financial statements are the
responsibility of Riverchase Investors I, Ltd.'s management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audit 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
misstatements. 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 Riverchase Investors I, Ltd. as
of December 31, 1996 and 1995, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.
Birmingham, Alabama /s/Coopers & Lybrand L.L.P.
February 5, 1997 Coopers & Lybrand L.L.P.
<TABLE>
RIVERCHASE INVESTORS I, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
DECEMBER 31, 1996 and 1995
<CAPTION>
1996 1995
------------ -----------
ASSETS
<S> <C> <C>
Cash and equivalents $ 124,242 $ 187,282
Restricted Cash 34,406 34,420
Accounts receivable 13,205 7,176
Prepaid Expenses 27,223 16,238
------------ -----------
Total current assets 199,076 245,116
Property, plant, and equipment:
Land 2,102,784 2,102,784
Buildings 6,586,431 6,517,075
Furniture and fixtures 975,845 947,994
Land improvements 95,951 50,397
Equipment 16,717 10,953
------------ -----------
9,777,728 9,629,203
Less accumulated
depreciation 2,529,208 2,352,469
------------ -----------
Net property, plant
and equipment 7,248,520 7,276,734
------------ -----------
Other assets 4,796 4,796
------------ -----------
Total assets $ 7,452,392 $ 7,526,646
============ ===========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND PARTNERS' CAPITAL
<S> <C> <C>
Accounts Payable $ 13,034 $ 21,606
Other accrued liabilities 9,234 9,328
Tenant deposits 24,497 33,279
Unearned rent 4,991 5,182
Due to affiliate 14,723 16
----------- -----------
Total current liabilities 66,479 69,411
----------- -----------
General partners' deficit (20,919) (20,206)
Limited partners' capital 7,406,832 7,477,441
(11,052 units) ___________ ___________
Total partners' capital 7,385,913 7,457,235
----------- -----------
$ 7,452,392 $ 7,526,646
=========== ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<TABLE>
RIVERCHASE INVESTORS I, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, 1994
<CAPTION>
1996 1995 1994
----------- ----------- ----------
<S> <C> <C> <C>
Revenue:
Rent $ 1,433,043 $ 1,454,909 $ 1,431,176
Interest 9,385 11,520 8,317
Other 45,913 45,498 45,328
----------- ------------ -----------
1,488,341 1,511,927 1,484,821
----------- ------------ -----------
Expenses:
General and
administrative 78,796 91,971 87,439
Salaries and wages 119,576 122,967 142,299
Taxes and licenses 155,184 151,537 161,837
Management and
leasing fees 73,001 74,144 74,426
Repairs and
maintenance 262,190 232,057 236,904
Utilities 116,287 116,704 111,554
Insurance 19,954 20,574 27,983
Depreciation 176,739 170,283 237,507
----------- ----------- -----------
1,001,727 980,237 1,079,949
----------- ----------- -----------
Net income $ 486,614 $ 531,690 $ 404,872
=========== =========== ===========
Net income per limited
partnership unit 43.59 47.63 36.27
=========== =========== ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<TABLE>
RIVERCHASE INVESTORS I, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, 1994
<CAPTION>
General Limited
Total Partner Partner
---------- ----------- -----------
<S> <C> <C> <C>
Balance, Dec, 31, 1993 $ 7,882,635 $ (15,950) $ 7,898,585
Distributions to
partners (669,816) (6,697) (663,119)
Net income 404,872 4,049 400,823
----------- ----------- -----------
Balance, Dec. 31, 1994 7,617,691 (18,598) 7,636,289
Distributions to
partners (692,146) (6,925) (685,221)
Net income 531,690 5,317 526,373
----------- ----------- -----------
Balance, Dec. 31, 1995 7,457,235 (20,206) 7,477,441
Distributions to
partners (557,936) (5,579) (552,357)
Net income 486,614 4,866 481,748
----------- ----------- -----------
Balance, Dec. 31, 1996 7,385,913 (20,919) 7,406,832
=========== =========== ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<TABLE>
RIVERCHASE INVESTORS I, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, 1994
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Operating Activities:
Net income $ 486,614 $ 531,690 $ 404,872
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 176,739 170,283 237,507
Changes in operating
assets and liabilities:
Restricted cash 14 (7,451) 2,939
Accounts Receivable (6,029) (6,076) (6)
Prepaid expenses (10,985) (6,728) 2,273
Accounts payable (8,572) 8,542 7,155
Other accrued
liabilities (94) (885) (487)
Tenant deposits (8,782) 6,370 (484)
Unearned rent (191) (4,106) 3,217
Due to affiliate 14,707 (766) (5,402)
----------- ----------- -----------
Net cash provided by
operating activities 643,421 690,873 651,584
----------- ----------- -----------
Investing activities:
Capital Expenditures (148,525) (29,862) (4,749)
----------- ----------- -----------
Net cash used in (148,525) (29,862) (4,749)
investing activities ----------- ----------- -----------
Financing activities:
Distribution to
partners (557,936) (692,146) (669,816)
----------- ----------- -----------
Net cash used in
financing activities (557,936) (692,146) (669,816)
----------- ----------- -----------
Decrease in cash
and equivalents (63,040) (31,135) (22,981)
Cash and equivalents,
beginning of year 187,282 218,417 241,398
----------- ----------- -----------
Cash and equivalents,
end of year $ 124,242 $ 187,282 $ 218,417
=========== =========== ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
RIVERCHASE INVESTORS I, LTD.
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Riverchase Investors I, Ltd. (the Partnership) is a limited
partnership that is registered with the Security and Exchange Commission and
organized under the laws of the State of Florida, pursuant to a Certificate and
Agreement of Limited Partnership dated February 22, 1985, as amended and
restated as of December 30, 1985. The Partnership owns and operates 248
apartment units in Temple Terrance, Florida. The Partnership leases the
apartment units to individuals under short-term lease agreements.
Property, Plant, and Equipment - Land, buildings, and equipment are stated at
cost less accumulated depreciation. Depreciation is computed using the
straight-line method over lives ranging from 7 to 40 years. Maintenance and
repairs are charged to expense as incurred. Replacements and improvements are
capitalized and depreciated over the estimated useful lives of the assets. When
items of land, buildings, or equipment are sold or retired, the related cost and
accumulated depreciation are removed from the accounts and any gain or loss is
included in the results of operations.
Cash and Equivalents - The Partnership includes highly liquid marketable
securities and debt instruments purchased with an original maturity of three
months or less, if any, in cash and equivalents.
Revenue Recognition - Rental income attributable to leases is recognized on a
straight-line basis over the terms of the leases.
Income Taxes - No provision for income tax is recorded on the Partnership's
books as earnings and income tax credits are distributed to the individual
partners.
Net Income Per Limited Partnership Unit - net income per limited partnership
unit is computed by dividing 99% of the net income (limited partners' share) by
the weighted average limited partnership units outstanding (11,052) during each
period.
Use of Estimates - the preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.
2. RESTRICTED CASH
Restricted cash as of December 31, 1996 and 1995, consists of tenant deposits in
the amount of $34,406 and $34,420, respectively.
3. RELATED PARTY TRANSACTIONS
The general partners of the Partnership are John H. McClintock; James H.
Pugh, Jr.; Thomas H. Lowder, James K. Lowder, Robert E. Lowder (the
"Lowders"); and Battery Park Corp., a New York corporation.
The Partnership has entered into contracts with affiliates of the Lowders to
manage the property for an annual fee of 5% of the gross collected revenues of
the property. The Partnership paid management fees of approximately $73,000,
$74,000, and $74,000 to Colonial Properties Services, Inc. (CPSI) in 1996, 1995,
and 1994, respectively.
Due to affiliate at December 31, 1996 and 1995 consists of an amount payable to
CPSI of $14,723 and $16, respectively, for amounts paid by CPSI on behalf of the
Partnership. The balance at December 31, 1996 of $14,723 is due in January 1997.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF
REGISTRANT
John H. McClintock, Jr., James H. Pugh, Jr., Thomas H.
Lowder, Robert E. Lowder, James K. Lowder and Battery Park
Capital Corp., a New York Corporation, are the General
Partners of the Partnership. Management of the Partnership
business is conducted by General Partners as indicated in
Section 13 of the Amended and Restated Certificate and
Agreement of the Limited Partnership set forth on pages 7
through 14 of Exhibit A to the Propspectus, Which is
incorporated herein by reference.
Information with respect to the General Partners is contained in the
following paragraphs:
Mr. John H. McClintock, Jr., General Partner
John H. McClintock, Jr., 63. For more than five years, Mr. McClintock
was Director and Chairman of the Board of Epoch Properties, Inc., a
Florida-based real estate development organization founded in 1970. He is
currently Chairman of the Board of Contravest, Inc., a real estate development
firm in Orlando, Florida. He holds a Bachelor of Arts degree in Economics from
Rice University.
Mr. James H. Pugh, Jr., General Partner
James H. Pugh, Jr., 59. For more than five years,
Mr. Pugh has been a Director of both Epoch Properties, Inc.
and Epoch Management, Inc., and President of Epoch
Properties, Inc. In addition, he is a Director of
substantially all affiliates of Epoch Properties, Inc.
He holds a Bachelor of Science degree in Building
Construction from The University of Florida.
Battery Park Capital Corp. ("Battery Park") was
incorporated in the state of New York in 1978 for the
purpose of engaging in the securities business. It is now
engaged in the real estate business and is no longer in the
securities business. The officers of Battery Park are:
William J. Montgoris, 50, Director, President, and Treasurer. Mr.
Montgoris has been associated with Bear, Stearns, & Co., an affiliate of Battery
Park, since 1979 and is currently Senior Managing Director and Chief Operating
Officer of Bear, Stearns, & Co. He is also a member of the firm's Operations
and Management Committees. He became a general partner of Bear, Stearns,
& Co., in 1985. Prior to joining Bear, Stearns & Co., he was Chief Financial
Officer at Blyth Eastman Dillion, which he joined in 1975, following eight
years as audit manager at Coopers & Lybrand. He holds a Bachelor of Business
Administration degree in Accounting from St. John's University.
Kenneth L. Edlow, 55, Director. Mr. Edlow is a Senior Managing
Director in the Administration Department and is the Secretary of Bear Stearns
& Co. He became General Partner of Bear Stearns & Co. in 1977. He is Secretary
of The Bear Stearns Companies, Inc and is also Secretary of the Board of
Directors. He holds a Bachelor of Science degree from the University of
Pennsylvania.
The Lowders
Thomas H. Lowder, 47, General Partner. Thomas H. Lowder is President
and Chief Executive Officer of Colonial Properties Trust (Colonial) and Colonial
Properties Holding Company (CPHC), a Trustee of Colonial Properties Trust and a
Director of CPHC and Colonial Properties Services, Inc. Mr. Lowder became
President of Colonial in 1976 and since that time has been actively engaged in
the acquisition, development, management, leasing and sale of multifamily,
retail and office properties for Colonial. He serves on the Board of Directors
for Operation New Birmingham, Discovery 2000, American Red Cross-Birmingham Area
Chapter and the United Way of Central Alabama. He graduated with honors from
Auburn University with a Bachelor of Science degree.
James K. Lowder, 47, General Partner. James K. Lowder is a Trustee of
Colonial Properties Trust and Director of CPHC and Colonial Properties Services,
Inc. Mr. Lowder is currently Chairman of the Board of The Colonial Company,
Chairman of the Board of Lowder New Homes and Lowder Realty. Mr. Lowder is also
currently a member of the Alabama Home Builders Association of Alabama and the
Greater Montgomery Home Builders Association. He graduated with high honors from
Auburn University with a Bachelor of Science degree.
Robert E. Lowder, 54, General Partner. Robert E. Lowder is Chairman of
the Board, Chief Executive Officer and President of the Colonial BancGroup,
Inc., a multi-bank holding company based in Montgomery, Alabama. Colonial
BancGroup, with assets of $6 billion, currently operates 163 offices in Alabama,
Florida, Georgia, and southern Tennessee. Mr. Lowder is also Chairman of the
Board of Colonial Broadcasting Company which operates four radio stations in
Montgomery and one radio station in Chattanooga, Tennessee. He graduated from
Auburn University College of Business with high honors in 1964. During his
collegiate career he was awarded the Delta Sigma Pi Scholastic Key as the
outstanding graduating senior in the School of Business; he was honored as the
1964 Outstanding Student in Finance by the Alabama Bankers Association.
ITEM 11. EXECUTIVE COMPENSATION
During the year ended December 31, 1996, no General Partner received cash
compensation from the Partnership exceeding $60,000, except as set forth herein.
The General Partners earn no direct compensation for acting as General Partners.
No General Partner or affiliate of any General Partner was indebted to the
Partnership in an amount exceeding $60,000 at any time during the year ended
December 31, 1996.
During the operation and liquidation stages of the Partnership, the General
Partners and their affiliates will receive various fees and distributions.
Colonial Properties Services, Inc., an affiliate of the Lowders, provides
property management services as agents for the Registrant. For additional
information on possible remuneration, reference is made to the information set
forth in "COMPENSATION AND FEES" contained at pages 15 through 19 of the
Prospectus, which is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Not Applicable
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Reference is made to Item 11 hereof, "Executive Compensation" and to
"COMPENSATION AND FEES" at pages 15 through 19 and "CONFLICTS OF INTEREST" at
pages 19 through 22 of the Prospectus, Which is incorporated herein by
reference.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K.
(a) 1. Financial Statements - See Index to
Financial Statements in Item 8 of this
Form 10-K.
2. Financial Statements Schedules - None
required.
3. Exhibits Index.
(3) Form of Agreement and Certificate of Limited
Partnership of Riverchase Investors, I Ltd., as
amended and restated as of December 30, 1985,
incorporated herein by reference to Exhibit A to the
Prospectus dated May 30, 1985 contained in Amendment
No. 4 to Registrant's Form S-11 Registration
Statement (File No.
2-96052).
(10) (a) Form of Management Agreement between
Riverchase Investors I, Ltd., Colonial Properties, Inc.,
and Epoch Management, Inc. for property management
services, incorporated herein by reference to Exhibit
10a to Amendment No. 2 to Registrant's Form S-11
Registration Statement (File No. 2-96052).
(10) (e) Form of Construction Contract between
Riverchase Investors I, Ltd., and Epoch Properties, Inc.,
as a general contractor, incorporated herein by reference
to Exhibit 10e to Amendment No. 2 of the Registrant's
Form S-11 Registration Statement (File No. 2-96052).
(10) (f) Form of Construction Monitoring
Agreement between Riverchase Investors I, Ltd., Colonial
Mortgage Company, and Lowder Construction Company, Inc.
for supervisory services during construction, incorporated
herein by reference to Exhibit 10f to Amendment No. 2 to
Registrant's Form S-11 Registration Statement (File No.
2-96052).
(28) Prospectus dated May 30, 1985,
incorporated herein by reference to Amendment No. 4 to
Registrant's form S-11 Registration Statement (File No.
2-96052).
(b) Reports on Form 8-K.
None.
(c) See Item 14(a) above.
(d) See Item 14(a) above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 28th day of
March, 1996.
RIVERCHASE INVESTORS I, LTD.
Registrant
/s/ Thomas H. Lowder
----------------
Thomas H. Lowder
General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed by the following in the capacities and on the dates
indicated.
GENERAL PARTNERS:
By: /s/ John H. McClintock, Jr. March 28, 1997
----------------------- --------------
John H. McClintock, Jr.
By: /s/ James H. Pugh, Jr. March 28, 1997
------------------ --------------
James H. Pugh, Jr.
By: /s/ Thomas H. Lowder March 28, 1997
---------------- --------------
Thomas H. Lowder
By: /s/ James K. Lowder March 28, 1997
--------------- --------------
James K. Lowder
By: /s/ Robert E. Lowder March 28, 1997
---------------- --------------
Robert E. Lowder
BATTERY PARK CAPITAL CORP.
By: /s/ William J. Mortgoris March 28, 1997
-------------------- --------------
William J. Mortgoris
President and Treasurer
Director
By: /s/ Kenneth L. Edlow March 28, 1997
---------------- --------------
Kenneth L. Edlow
Director
PRINCIPAL FINANCIAL OFFICERS:
By: /s/ Douglas B. Nunnelley March 28, 1997
-------------------- --------------
Douglas B. Nunnelley
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Kenneth E. Howell March 28, 1997
----------------- --------------
Kenneth E. Howell
Vice President and Controller
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-Mos
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-START> Jan-01-1996
<PERIOD-END> Dec-31-1996
<CASH> 158,648
<SECURITIES> 0
<RECEIVABLES> 13,205
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 199,076
<PP&E> 9,777,728
<DEPRECIATION> 2,529,208
<TOTAL-ASSETS> 7,452,392
<CURRENT-LIABILITIES> 66,479
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7,385,913
<TOTAL-LIABILITY-AND-EQUITY> 7,452,392
<SALES> 0
<TOTAL-REVENUES> 1,488,341
<CGS> 0
<TOTAL-COSTS> 1,001,727
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 486,614
<INCOME-TAX> 0
<INCOME-CONTINUING> 486,614
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 486,614
<EPS-PRIMARY> 43.59
<EPS-DILUTED> 43.59
<FN>
The earnings per share data noted above refers to
net income per limited partnership unit.
</FN>
</TABLE>
