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, 1997
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, 1997: 11,052.
<TABLE>
FORM 10-K ANNUAL REPORT
TWELVE MONTHS ENDED DECEMBER 31, 1997
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 a 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 Terrace 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, 1997, there were approximately 1,226 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
- ---------------------------------------------------------
1997 1996 1995 1994 1993
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Rental Revenue 1,301,007 1,433,043 1,454,909 1,431,176 1,325,567
Interest Income 10,172 9,385 11,520 8,317 7,872
Easement Fee 0 0 0 0 0
Other Income 79,974 45,913 45,498 45,328 48,377
Net Income 444,012 486,614 531,690 404,872 367,291
Net Income per
Limited Part-
nership Unit 39.77 43.59 47.63 36.27 32.90
Total Assets at
Period End 7,418,5467,452,392 7,526,646 7,677,947 7,938,892
Partner's Capital
at Period End 7,339,953 7,385,913 7,457,235 7,617,691 7,882,635
Cash Distributions
per Limited Part-
nership Unit 44 50 62 60 55
<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 1997 and 1996 to meet the cash needs of the enterprise. In addition, cash
distributions totaling $489,972 and $557,936 were paid to partners during 1997
and 1996, respectively. See "Statements of Cash Flows".
There are approximately $171,000 of capital improvements planned for the
Property during 1998. These improvements are necessary to enhance the
marketability of the property. The planned capital improvements include
replacing the exterior stairwells, landscaping, and refurbishing the clubhouse.
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 1997, the rent revenues of Riverchase I Apartments reflect the lower
occupancy rate of the surrounding area and the effect of the lease up of the
third phase of Riverchase (Riverchase III), noted below. Annual rent revenue
decreased by $132,036 or 9.2% and $21,866 or 1.5% in 1997 and 1996,
respectively. The annual average occupancy rate decreased year-to-year by
approximately 2.7% to 89.0% and by 5.2% to 91.7% in 1997 and 1996, respectively.
Therefore, while some of the decline in rent revenues resulted from lower
occupancy most of the decline is due to increased rent concessions deemed
necessary in order to attract tenants in the current Tampa market. When compared
with 1996, net income before depreciation decreased by $28,626 or 4.3%.
Total expenses before depreciation decreased by $68,562 or 8.3% in 1997 as
compared to an increase of $15,034 or 1.9% in 1996. The decrease in year-to-year
total expenses before depreciation was made up of primarily two line items.
First, repairs and maintenance decreased by $55,072. This expense reduction is
primarily from the elimination of cable TV expense. Whereas cable TV service was
provided free of charge in 1996, the expenses were shifted to the tenants in the
current year. Second, salaries and wages decreased by $22,839. The decrease in
salaries and wages expense paid by Riverchase I is due to the increased portion
of salaries and wages paid by Riverchase III, a related entity.
Colonial Properties Trust, an affiliate of Colonial Properties Services,
Inc. (CPSI), the management agent, is in the process of leasing up Riverchase
III. While Riverchase Investors I has no financial interest in Riverchase 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.
See item four of the Notes to Financial Statements, below, for information
regarding the proposed sale of the Partnership's assets.
CPSI is aware of the potential issues associated with the data conversion
and system upgrades necessary for its computer systems to be year 2000
compliant. CPSI is also currently in the process of addressing the operational
impact the year 2000 issue will have on the Partnership. CPSI expects to incur
internal staff costs as well as other expenses related to facilities
enhancements necessary to prepare its systems for the year 2000. CPSI currently
believes that, with modifications to existing software at the management agent
level and upgrading operational systems at the property level, the year 2000
issue will not have a material impact on the operations of the Partnership.
However, if such modifications or upgrades are not completed timely or if
software vendors, suppliers, or other companies upon whose systems CPSI relies
in the ordinary course of business have failed to appropriately address the
conversion issue, then the year 2000 issue may have a material impact on the
operations of the Partnership. At the current time, CPSI has not determined the
cost that will ultimately be incurred to be year 2000 compliant.
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 and local economic conditions generally, as well as
other risks 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, 1997 and 1996, and the related statements of
income, partners' capital and cash flows for each of the three years in the
period ended December 31, 1997. 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 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
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 as well as significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe 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, 1997 and 1996, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1997 in
conformity with generally accepted accounting principles.
Birmingham, Alabama /s/Coopers & Lybrand L.L.P.
February 5, 1998 Coopers & Lybrand L.L.P.
<TABLE>
RIVERCHASE INVESTORS I, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
DECEMBER 31, 1997 and 1996
<CAPTION>
1997 1996
------------ -----------
ASSETS
<S> <C> <C>
Cash and equivalents $ 62,322 $ 124,242
Restricted Cash 31,197 34,406
Accounts receivable 6,775 13,205
Prepaid Expenses 19,320 27,223
------------ -----------
Total current assets 119,614 199,076
Property, plant, and equipment:
Land 2,102,784 2,102,784
Buildings 6,724,619 6,586,431
Furniture and
fixtures 1,027,261 975,845
Land improvements 138,429 95,951
Equipment 20,842 16,717
------------ -----------
10,013,935 9,777,728
Less accumulated
depreciation 2,719,923 2,529,208
------------ -----------
Net property, plant
and equipment 7,294,012 7,248,520
------------ -----------
Other assets 4,920 4,796
------------ -----------
Total assets $ 7,418,546 $ 7,452,392
============ ===========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND PARTNERS' CAPITAL
<S> <C> <C>
Accounts Payable $ 33,608 $ 13,034
Other accrued liabilities 9,161 9,234
Tenant deposits 31,197 24,497
Unearned rent 4,614 4,991
Due to affiliate 13 14,723
------------ ------------
Total current liabilities 78,593 66,479
------------ ------------
General partners' deficit (20,163) (20,919)
Limited partners' capital 7,360,116 7,406,832
(11,052 units) ____________ ____________
Total partners' capital 7,339,953 7,385,913
------------ ------------
$ 7,418,546 $ 7,452,392
============ ============
<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, 1997, 1996, 1995
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Revenue:
Rent $ 1,301,007 $ 1,433,043 $ 1,454,909
Interest 10,172 9,385 11,520
Other 79,974 45,913
45,498
----------- ----------- -----------
1,391,153 1,488,341 1,511,927
----------- ----------- -----------
Expenses:
General and
administrative 79,848 78,796 91,971
Salaries and wages 96,737 119,576 122,967
Taxes and licenses 153,827 155,184 151,537
Management and
leasing fees 68,427 73,001 74,144
Repairs and
maintenance 207,118 262,190 232,057
Utilities 120,870 116,287 116,704
Insurance 29,599 19,954 20,574
Depreciation 190,715 176,739 170,283
----------- ----------- -----------
947,141 1,001,727 980,237
----------- ----------- -----------
Net income $ 444,012 $ 486,614 $ 531,690
=========== =========== ===========
New income per limited
partnership unit 39.77 43.59 47.63
=========== =========== ===========
<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, 1997, 1996, 1995
<CAPTION>
General Limited
Total Partner Partner
----------- ----------- -----------
<S> <C> <C> <C>
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
Distributions to
partners (489,972) (3,684) (486,288)
Net income 444,012 4,440 439,572
----------- ----------- -----------
Balance, Dec. 31, 1997 7,339,953 (20,163) 7,360,116
=========== =========== ===========
<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, 1997, 1996, 1995
<CAPTION>
1997 1996 1995
----------- -----------
- -----------
<S> <C> <C> <C>
Operating Activities:
Net income $ 444,012 $ 486,614 $ 531,690
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 190,715 176,739 170,283
Changes in operating
assets and liabilities:
Restricted cash 3,209 14 (7,451)
Accounts Receivable 6,430 (6,029) (6,076)
Prepaid expenses 7,903 (10,985) (6,728)
Other assets (124)
Accounts payable 20,574 (8,572) 8,542
Other accrued
liabilities (73) (94) (885)
Tenant deposits 6,700 (8,782) 6,370
Unearned rent (377) (191) (4,106)
Due to affiliate (14,710) 14,707 (766)
----------- ----------- -----------
Net cash provided by
operating activities 664,259 643,421 690,873
----------- ----------- -----------
Investing activities:
Capital Expenditures(236,207) (148,525) (29,862)
----------- ----------- -----------
Net cash used in (236,207) (148,525) (29,862)
investing activities___________ ___________ ___________
Financing activities:
Distribution to
partners (489,972) (557,936) (692,146)
----------- ----------- -----------
Net cash used in
financing activities(489,972) (557,936) (692,146)
----------- ----------- -----------
Decrease in cash
and equivalents (61,920) (63,040) (31,135)
Cash and equivalents,
beginning of year 124,242 187,282 218,417
----------- ----------- -----------
Cash and equivalents,
end of year $ 62,322 $ 124,242 $ 187,282
=========== =========== ===========
<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 a 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, 1997 and 1996, consists of tenant deposits in
the amount of $31,197 and $34,406, 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 $68,000,
$73,000, and $74,000 to Colonial Properties Services, Inc. (CPSI) in 1997, 1996,
and 1995, respectively.
Due to affiliate at December 31, 1997 and 1996 consists of an amount payable to
CPSI of $13 and $14,723, respectively, for amounts paid by CPSI
on behalf of the Partnership.
4. PROPOSED SALE OF THE PARTNERSHIP'S ASSETS
On September 2, 1997, the Partnership entered into a Real Estate Sales Contract
(the Sales Contract) with Colonial Realty Limited Partnership, a Delaware
limited partnership (the Purchaser), and an indirect subsidiary of Colonial
Properties Trust, an Alabama real estate investment trust, to sell Riverchase
Apartments - Phase I, consisting of 248 apartment units, related improvements,
and the land on which the apartment units and improvements are located in Temple
Terrace, Florida (the Project) to the Purchaser at a price of $8,480,000 in
cash. The consummation of the sale of the Project pursuant to the Sales Contract
is subject to and conditioned upon, among other things, the approval by the
limited partners of the Partnership holding a majority in interest of the
outstanding units of limited partnership of the Partnership of (i) an amendment
to the Partnership's Amended and Restated Certificate and Agreement of Limited
Partnership and (ii) the sale of the Project.
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., 64. 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 Properties, Inc., a real estate development firm in
Tucson, Arizona. He holds a Bachelor of Arts degree in Economics from Rice
University.
Mr. James H. Pugh, Jr., General Partner
James H. Pugh, Jr., 60. 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 Financial
Officer of Bear, Stearns, & Co. He is also in charge of the Data Processing
Division and is 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, 57, Director. Mr. Edlow has been a general partner or
Managing Director of Bear, Stearns & Co., for more than fifteen years and a
general partner of Bear, Stearns & Co. since its organization in 1984. He is
Secretary of the Board of Directors and of the Company. He holds a Bachelor of
Science degree from the University of Pennsylvania.
The Lowders
Thomas H. Lowder, 48, 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 is presently a member of the Board
of the following Organizations: University of Alabama-Birmingham President's
Council, Discovery 2000, United Way, Children's Hospital, Birmingham Southern
College and The Colonial Company. He serves as President of the Supporters Board
of the UAB Comprehensive Cancer Center and the American Red Cross
Birmingham-Area Chapter. He graduated with honors from Auburn University with a
Bachelor of Science degree.
James K. Lowder, 48, 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,
Lowder New Homes, Lowder Realty and Lowder Construction Company, Inc. Mr. Lowder
is also currently a member of the Alabama Home Builders Association of Alabama
and the Greater Montgomery Home Builders Association. He graduated summa cum
laude from Auburn University with a Bachelor of Science degree.
Robert E. Lowder, 55, General Partner. Robert E. Lowder is Chairman of the
Board and Chief Executive Officer of the Colonial BancGroup, Inc., a multi-state
bank and holding company based in Montgomery, Alabama. Colonial BancGroup, with
assets of $7.5 billion, currently operates 228 offices in Alabama, Florida,
Georgia, and southern 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, 1997, 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, 1997.
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 31st day of
March, 1998.
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 31, 1998
John H. McClintock, Jr.
By: /s/ James H. Pugh, Jr. March 31, 1998
James H. Pugh, Jr.
By: /s/ Thomas H. Lowder March 31, 1998
Thomas H. Lowder
By: /s/ James K. Lowder March 31, 1998
James K. Lowder
By: /s/ Robert E. Lowder March 31, 1998
Robert E. Lowder
BATTERY PARK CAPITAL CORP.
By: /s/ William J. Montgoris March 31, 1998
William J. Montgoris
President and Treasurer
Director
By: /s/ Kenneth L. Edlow March 31, 1998
Kenneth L. Edlow
Director
PRINCIPAL FINANCIAL OFFICERS:
By: /s/ Howard B. Nelson March 31, 1998
--------------
Howard B. Nelson
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Kenneth E. Howell March 31, 1998
--------------
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-31-1997
<PERIOD-START> Jan-01-1997
<PERIOD-END> Dec-31-1997
<CASH> 93,519
<SECURITIES> 0
<RECEIVABLES> 6,775
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 119,614
<PP&E> 10,013,935
<DEPRECIATION> 2,719,923
<TOTAL-ASSETS> 7,418,546
<CURRENT-LIABILITIES> 78,593
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 7,339,953
<TOTAL-LIABILITY-AND-EQUITY> 7,418,546
<SALES> 0
<TOTAL-REVENUES> 1,391,153
<CGS> 0
<TOTAL-COSTS> 947,141
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 444,012
<INCOME-TAX> 0
<INCOME-CONTINUING> 444,012
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 444,012
<EPS-PRIMARY> 39.77
<EPS-DILUTED> 39.77
<FN>The earnings per share data noted above refers to
net income per limited partnership unit.
</FN>
</TABLE>
