UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For The Period From January 1, 1998 To December 11, 1998
(Immediately prior to termination)
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File #0-15743
Inland Real Estate Growth Fund, L.P.
(Exact name of registrant as specified in its charter)
Delaware 36-3371418
(State of organization) (I.R.S. Employer Identification Number)
2901 Butterfield Road, Oak Brook, Illinois 60523
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 630-218-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP UNITS
(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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. Not applicable.
The Prospectus of the Registrant dated December 9, 1985, as supplemented and
filed pursuant to Rule 424(b) and 424(c) under the Securities Act of 1933 is
incorporated by reference in Parts I, II and III of this Annual Report on Form
10-K.
-1-
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
TABLE OF CONTENTS
Part I Page
------ ----
Item 1. Business...................................................... 3
Item 2. Properties.................................................... 5
Item 3. Legal Proceedings............................................. 5
Item 4. Submission of Matters to a Vote of Security Holders........... 5
Part II
-------
Item 5. Market for the Partnership's Limited Partnership Units
and Related Security Holder Matters.......................... 5
Item 6. Selected Financial Data....................................... 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 8
Item 8. Financial Statements and Supplementary Data................... 11
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.......................... 25
Part III
--------
Item 10. Directors and Executive Officers of the Registrant............ 25
Item 11. Executive Compensation........................................ 31
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................... 31
Item 13. Certain Relationships and Related Transactions................ 32
Part IV
-------
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.................................................. 32
SIGNATURES............................................................. 33
-2-
PART I
Item 1. Business
The Registrant, Inland Real Estate Growth Fund, L.P. (the "Partnership"), was
formed in June 1985 pursuant to the Delaware Revised Uniform Limited
Partnership Act, to invest in income-producing multi-family residential
properties. On December 9, 1985, the Partnership commenced an Offering of
25,000 (decreased to 16,000 Units in 1986) Limited Partnership Units (the
"Units") pursuant to a Registration under the Securities Act of 1933. The
Partnership terminated its Offering in August 1987 with a total of 9,465 Units
sold, yielding gross offering proceeds of $9,465,000, of which $5,633,955 was
invested in two properties, Country Club Apartments and Scottsdale Sierra
Apartments. All of the holders of these Units were admitted to the Partnership.
In January 1988, the Partnership repurchased a total of 90 Units ($90,000) from
certain investors who were deemed not eligible to be partners in this
Partnership under the Partnership Agreement. As of December 11, 1998, the
Partnership had repurchased 128 Units ($120,328) through the Unit Repurchase
Program from various Limited Partners. In addition, the General Partner had
repurchased 21.57 Units ($18,064) with its own funds from cash distributions
received through December 11, 1998. The Limited Partners of the Partnership
shared in the benefits of ownership of the Partnership's real property
investments in proportion to the number of Units held. Inland Real Estate
Investment Corporation was the General Partner. On December 11, 1998, Inland
Real Estate Growth Fund, L.P. terminated. In connection with the liquidation
and termination of the Partnership, funds of $23,925 were transferred to the
General Partner on November 25, 1998, representing the maximum estimated
potential obligation (including administrative costs) of the Partnership,
including the Partnership's potential liability with respect to certain
representations and warranties made to the buyer of Scottsdale Sierra
Apartments, the last remaining investment property of the Partnership which was
sold on May 6, 1998. Such representations and warranties expired as scheduled
on September 30, 1998. On December 11, 1998, the Partnership paid a final
liquidating cash distribution to the Limited Partners in the aggregate amount
of $351,120 ($37.97 per Unit).
The Partnership was engaged solely in the business of real estate investment. A
presentation of information about industry segments would not be material to an
understanding of the Partnership's business taken as a whole.
-3-
The Partnership acquired fee ownership of the following real property
investments:
Property and Location Number of Units Date of Purchase/Sale
- ---------------------------------- ----------------- -----------------------
Peppertree Apartments 204 11/21/85
Brandon, Florida (sold 06/30/87)
Evergreen Court Apartments 188 12/27/85
Arlington Heights, Illinois (sold 06/30/86)
Country Club Apartments 86 12/30/85
Arlington Heights, Illinois (various sales dates
1993 through 1994)
Scottsdale Sierra Apartments (a) 160 12/31/85
Scottsdale, Arizona (sold 05/06/98)
(a) Reference is made to Note 2 of the Notes to Financial Statements filed with
this Annual Report.
The Partnership's real property investments were located in or near the
Chicago, Illinois, Phoenix, Arizona or Tampa, Florida metropolitan areas. The
Partnership had no real property investments located outside the United States.
The Partnership did not segregate revenues or assets by geographic region.
The Partnership had no employees during 1998.
The terms of transactions between the Partnership and Affiliates of the General
Partner of the Partnership are set forth in Item 11 and Note 6 of the Notes to
Financial Statements filed with this Annual Report to which reference is hereby
made for a description of such terms and transactions.
Year 2000 Issues
As of December 11, 1998, Inland Real Estate Growth Fund, L.P. terminated, and
therefore, will not be impacted by the so-called "Year 2000 Issue."
-4-
Item 2. Properties
The Partnership owned directly the properties referred to under Item 1 above to
which reference is hereby made for a description of said properties.
The following is a list of approximate occupancy levels for the Partnership's
investment property as of the end of each quarter during 1997 and 1998:
1997 1998
------------------------- ------------------------
at at at at at at at at
Properties 03/31 06/30 09/30 12/31 03/31 06/30 09/30 12/31
---------- ----- ----- ----- ------ ----- ----- ----- -----
Scottsdale Sierra
Apartments
Scottsdale, Arizona 98% 85% 81% 91% 94% N/A N/A N/A
Item 3. Legal Proceedings
The Partnership is not subject to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during 1998.
PART II
Item 5. Market for the Partnership's Limited Partnership Units and Related
Security Holder Matters
As of December 11, 1998, there were 634 holders of Units of the Partnership.
There was no public market for Units nor was it anticipated that any public
market for Units would develop. Reference is made to Item 6 below for a
discussion of cash distributions made to the Limited Partners.
Although the Partnership had established a Unit Repurchase Program consisting
of 1% of the offering proceeds plus earnings realized thereon, there were no
funds remaining for the repurchase of Units through this program. The General
Partner had committed to purchase with its own funds Units having an aggregate
purchase price up to 1% of Cash Available for Distribution realized from the
commencement of the Partnership through the end of the Partnership fiscal year
immediately preceding receipt of such repurchase request. Reference is made to
"Unit Repurchase Program" on page 20 of the Prospectus of the Partnership dated
December 9, 1985, which is incorporated herein by reference.
-5-
Item 6. Selected Financial Data
<TABLE>
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
For the period from January 1, 1998 to December 11, 1998
(Immediately prior to termination) and
For the years ended December 31, 1997, 1996, 1995 and 1994
(not covered by Independent Auditors' Report)
<S> <C> <C> <C> <C> <C>
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Total assets........... $ 351,120 5,015,970 4,990,769 5,074,173 5,496,803
=========== =========== =========== =========== ===========
Long-term debt......... $ - 496,539 837,403 1,058,634 1,446,668
=========== =========== =========== =========== ===========
Total income........... $ 490,636 1,087,214 1,059,917 1,003,116 1,035,851
=========== =========== =========== =========== ===========
Operating income....... 181,505 384,310 245,153 94,593 57,841
Extraordinary items
relating to
refinancing.......... - - - - (125,886)
Gain on sale of
investment property.. 2,831,814 - - - 897,048
----------- ----------- ----------- ----------- -----------
Net income............. $3,013,319 384,310 245,153 94,593 829,003
=========== =========== =========== =========== ===========
Net income allocated
to the one General
Partner Unit:
Operating income..... $ 5,630 3,843 2,451 946 578
Extraordinary items
relating to
refinancing........ - - - - (1,258)
Gain on sale of
investment property 28,318 - - - 8,970
----------- ----------- ----------- ----------- -----------
Net income............. $ 33,948 3,843 2,451 946 8,290
=========== =========== =========== =========== ===========
-6-
Item 6. Selected Financial Data, continued.
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
For the period from January 1, 1998 to December 11, 1998
(Immediately prior to termination) and
For the years ended December 31, 1997, 1996, 1995 and 1994
(not covered by Independent Auditors' Report)
1998 1997 1996 1995 1994
Net income per Unit ---- ---- ---- ---- ----
allocated to Limited
Partners (b):
Operating income..... 19.02 41.15 26.25 10.13 6.19
Extraordinary items
relating to
refinancing........ - - - - (13.48)
Gain on sale of
investment property 303.19 - - - 96.04
----------- ----------- ----------- ----------- -----------
Net income............. $ 322.21 41.15 26.25 10.13 88.75
=========== =========== =========== =========== ===========
Cash distributed to
Limited Partners..... $6,970,918 45,242 135,030 166,190 1,715,198
=========== =========== =========== =========== ===========
Cash distributions
to Limited Partners
per Unit (b)......... $ 753.89 4.89 14.60 17.97 185.49
=========== =========== =========== =========== ===========
(a) The above selected financial data should be read in conjunction with the
financial statements and related notes appearing elsewhere in this Annual
Report.
(b) The net income per Unit, basic and diluted, and distributions per Unit are
based upon the weighted average number of Units outstanding of 9,246.62.
</TABLE>
-7-
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Certain statements in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in this annual report on
Form 10-K constitute "forward-looking statements" within the meaning of the
Federal Private Securities Litigation Reform Act of 1995. These forward-
looking statements involve known and unknown risks, uncertainties and other
factors which may cause the Partnership's actual results, performance, or
achievements to be materially different from any future results, performance,
or achievements expressed or implied by these forward-looking statements.
These factors include, among other things, competition for tenants; federal,
state, or local regulations; adverse changes in general economic or local
conditions; uninsured losses; and potential conflicts of interest between the
Partnership and its Affiliates, including the General Partner.
Liquidity and Capital Resources
On December 9, 1985, the Partnership commenced an Offering of 25,000 (decreased
to 16,000 in 1986 as described in Item 1 above) Limited Partnership Units
pursuant to a Registration Statement on Form S-11 under the Securities Act of
1933. The Offering terminated in August 1987 with a total of 9,465 Units sold
to the public at $1,000 per Unit resulting in $9,465,000 in gross offering
proceeds, which does not include the General Partner's contribution of $500.
All of the holders of these Units were admitted to the Partnership. Of the
$9,465,000 of gross offering proceeds, $5,633,955 was invested in two
properties, Country Club Apartments and Scottsdale Sierra Apartments. In
addition, proceeds from the Offering were used to pay debt service on certain
notes payable incurred with property acquisitions, offering and organization
costs and distributions to Limited Partners. In January 1988, the Partnership
repurchased a total of 90 Units ($90,000) from certain investors who were not
deemed eligible to be partners in this Partnership under the terms of the
Partnership Agreement. As of December 11, 1998, the Partnership had repurchased
128 Units ($120,328) through the Unit Repurchase Program from various Limited
Partners. In addition, the General Partner had repurchased 21.57 Units
($18,064) with its own funds from cash distributions received as of December
11, 1998. On December 11, 1998, Inland Real Estate Growth Fund, L.P.
terminated. In connection with the liquidation and termination of the
Partnership, funds of $23,925 were transferred to the General Partner on
November 25, 1998, representing the maximum estimated potential obligation
(including administrative costs) of the Partnership, including the
Partnership's potential liability with respect to certain representations and
warranties made to the buyer of Scottsdale Sierra Apartments, the last
remaining investment property of the Partnership which was sold on May 6, 1998.
Such representations and warranties expired as scheduled on September 30, 1998.
On December 11, 1998, the Partnership paid a final liquidating cash
distribution to the Limited Partners in the aggregate amount of $351,120
($37.97 per Unit).
-8-
Results of Operations
As of January 1, 1997, the Partnership had listed and was actively marketing
Scottsdale Sierra Apartments for sale at an amount in excess of its carrying
value and, accordingly, suspended depreciation at that time. On May 6, 1998,
the Partnership sold Scottsdale Sierra Apartments to an unaffiliated third-
party for $7,800,000 on an all-cash basis. The property had a basis of
$4,798,607, net of accumulated depreciation, resulting in a gain for financial
reporting purposes of $2,831,814, net of closing costs. The balance on the
related debt encumbering the property of $374,624 was paid at closing. Net
sales proceeds of $7,000,000 were distributed to the Partners on July 10, 1998.
Of the $7,000,000, $6,970,918 was distributed to the Limited Partners and
$29,082 was distributed to the General Partner. Remaining net sales proceeds
of $351,120 were distributed to the Limited Partners on December 11, 1998,
after a final reconciliation of property and Partnership expenses.
Rental and other income, property operating expenses to Affiliates and non-
affiliates and mortgage and other interest decreased for the period ended
December 11, 1998, as compared to the years ended December 31, 1997 and 1996,
due to the sale of the Scottsdale Sierra Apartments on May 6, 1998.
Rental income increased 3% for the year ended December 31, 1997, as compared to
the year ended December 31, 1996, due to the continued strengthening of the
Scottsdale rental market and higher per units rents. Property operating
expenses to non-affiliates increased over 20% for the year ended December 31,
1997, as compared to the year ended December 31, 1996, due to scheduled repairs
and maintenance performed at the property during 1997 that resulted in higher
operating expenses for the year. This increase was partially offset by
decreases in swimming pool, marketing and water expenses. Mortgage and other
interest decreased for the year ended December 31, 1997, as compared to the
year ended December 31, 1996, due to the additional principal reductions of the
long-term debt totaling $660,000 since February 1995.
Interest income increased for the period ended December 11, 1998, as compared
to the years ended December 31, 1997 and 1996, due to the Partnership
investing net sales proceeds received from the sale of Scottsdale Sierra
Apartments before being distributed to the Partners.
Professional services to Affiliates and non-affiliates increased for the period
ended December 11, 1998, as compared to the years ended December 31, 1997 and
1996, due to the increase in legal and accounting services required relating to
the sale of Scottsdale Sierra Apartments, distribution of proceeds from the
sale and services relating to the liquidation of the Partnership. Professional
services to Affiliates increased for the year ended December 31, 1997, as
compared to the year ended December 31, 1996, due to an increase in legal
services required by the Partnership relative to the potential sale of
Scottsdale Sierra.
General and administrative expenses to Affiliates increased for the period
ended December 11, 1998, as compared to the years ended December 31, 1997 and
1996, due to an increase in investor service expenses. General and
administrative expenses to non-affiliates increased for the period ended
December 11, 1998, as compared to the years ended December 31, 1997 and 1996,
due to an increase in printing expenses.
-9-
Year 2000 Issues
As of December 11, 1998, Inland Real Estate Growth Fund, L.P. terminated, and
therefore, will not be impacted by the so-called "Year 2000 Issue."
Inflation
Inflation was likely to increase rental income levels (from leases to new
tenants or renewals of existing tenants) in accordance with normal market
conditions. Due to the short-term nature (generally no longer than one year) of
the property's leases, the adjustments to rental income should have offset most
of the increases in property operating expenses with little effect on operating
income.
Continued inflation may have caused capital appreciation of the Partnership's
investment property over a period of time as rental rates and replacement costs
of the property continued to increase.
Item 7(a). Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
-10-
Item 8. Financial Statements and Supplementary Data
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
Index
-----
Page
----
Independent Auditors' Report............................................. 12
Financial Statements:
Balance Sheets, December 11, 1998 (Immediately prior to termination)
and December 31, 1997................................................. 13
Statements of Operations, for the period from January 1, 1998 to
December 11, 1998 (Immediately prior to termination) and for the years
ended December 31, 1997 and 1996...................................... 15
Statements of Partners' Capital (Deficit), for the period from
January 1, 1998 to December 11, 1998 (Immediately prior to
termination) and for the years ended December 31, 1997 and 1996....... 17
Statements of Cash Flows, for the period from January 1, 1998 to
December 11, 1998 (Immediately prior to termination) and for the years
ended December 31, 1997 and 1996...................................... 18
Notes to Financial Statements.......................................... 20
Schedules not filed:
All schedules have been omitted as the required information is inapplicable or
the information is presented in the financial statements or related notes.
-11-
Independent Auditors' Report
The Partners
Inland Real Estate Growth Fund, L.P.:
We have audited the financial statements of Inland Real Estate Growth Fund,
L.P. (a limited partnership) as listed in the accompanying index. These
financial statements are the responsibility of the General Partner of the
Partnership. 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 the General Partner of the Partnership, 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 Inland Real Estate Growth
Fund, L.P. as of December 11, 1998 (immediately prior to termination) and
December 31, 1997, and the results of its operations and its cash flows for the
period ended December 11, 1998 (immediately prior to termination) and the years
ended December 31, 1997 and 1996, in conformity with generally accepted
accounting principles.
KPMG LLP
Chicago, Illinois
January 30, 1999
-12-
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
Balance Sheets
December 11, 1998 (Immediately prior to termination)
and December 31, 1997
Assets
------
1998 1997
Current assets: ---- ----
Cash and cash equivalents (Note 1).............. $ 351,120 201,051
Rent and other receivables...................... - 1,639
Prepaid expenses................................ - 6,548
------------ ------------
Total current assets.............................. 351,120 209,238
------------ ------------
Property held for sale (including acquisition fees
paid to Affiliates of $463,000) (Notes 1 and 2):
Land............................................ - 1,608,458
Buildings and improvements...................... - 5,497,534
------------ ------------
- 7,105,992
Less accumulated depreciation................... - 2,307,385
------------ ------------
Net investment property........................... - 4,798,607
------------ ------------
Deferred financing costs (net of accumulated
amortization of $24,659) (Note 1)............... - 8,125
------------ ------------
Total assets...................................... $ 351,120 5,015,970
============ ============
See accompanying notes to financial statements.
-13-
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
December 11, 1998 (Immediately prior to termination)
and December 31, 1997
Liabilities and Partners' Capital (Deficit)
-------------------------------------------
1998 1997
Current liabilities: ---- ----
Current portion of long-term debt (Note 3)...... $ - 104,836
Accounts payable and accrued expenses........... - 14,078
Accrued real estate taxes....................... - 26,076
Prepaid rents................................... - 13,719
Due to Affiliates (Note 6)...................... - 1,312
Tenant security deposits........................ - 21,609
------------ ------------
Total current liabilities......................... - 181,630
Long-term debt, less current portion (Notes 1
and 3).......................................... - 496,539
------------ ------------
Total liabilities................................. - 678,169
------------ ------------
Partners' capital (deficit) (Notes 1 and 4):
General Partner:
Capital contribution.......................... 500 500
Cumulative net income......................... 43,395 9,447
Cumulative cash distributions................. (43,895) (14,813)
------------ ------------
- (4,866)
Limited Partners: ------------ ------------
Units of $1,000. Authorized 16,000 Units,
9,246.62 Units outstanding (net of offering
costs of $1,379,705, of which $337,307 was
paid to Affiliates)......................... 7,874,967 7,874,967
Cumulative net income......................... 4,144,211 1,164,840
Cumulative cash distributions................. (11,668,058) (4,697,140)
------------ ------------
351,120 4,342,667
------------ ------------
Total Partners' capital........................... 351,120 4,337,801
------------ ------------
Commitments and contingencies (Notes 5 and 6).....
------------ ------------
Total liabilities and Partners' capital........... $ 351,120 5,015,970
============ ============
See accompanying notes to financial statements.
-14-
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
Statements of Operations
For the period from January 1, 1998 to December 11, 1998
(Immediately prior to termination) and
For the years ended December 31, 1997 and 1996
1998 1997 1996
Income: ---- ---- ----
Rental income..................... $ 398,732 1,041,506 1,013,968
Interest income................... 85,738 5,913 6,269
Other income...................... 6,166 39,795 39,680
------------ ------------ ------------
490,636 1,087,214 1,059,917
Expenses: ------------ ------------ ------------
Professional services to
Affiliates...................... 14,473 12,045 10,243
Professional services to
non-affiliates.................. 39,350 17,890 17,195
General and administrative
expenses to Affiliates.......... 17,806 11,239 12,927
General and administrative
expenses to non-affiliates...... 7,116 4,546 4,893
Property operating expenses
to Affiliates................... 19,509 48,376 47,808
Property operating expenses
to non-affiliates............... 189,671 545,004 451,287
Mortgage and other interest....... 13,081 57,247 77,986
Depreciation (Note 1)............. - - 185,867
Amortization...................... 8,125 6,557 6,558
------------ ------------ ------------
309,131 702,904 814,764
------------ ------------ ------------
Operating income.................... 181,505 384,310 245,153
Gain on sale of investment property. 2,831,814 - -
------------ ------------ ------------
Net income.......................... $ 3,013,319 384,310 245,153
============ ============ ============
Net income allocated to (Note 4):
General Partner................... $ 33,948 3,843 2,451
Limited Partners.................. 2,979,371 380,467 242,702
------------ ------------ ------------
Net income.......................... $ 3,013,319 384,310 245,153
============ ============ ============
See accompanying notes to financial statements.
-15-
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
Statements of Operations
(continued)
For the period from January 1, 1998 to December 11, 1998
(Immediately prior to termination) and
For the years ended December 31, 1997 and 1996
1998 1997 1996
Net income allocated to the one ---- ---- ----
General Partner Unit:
Operating income.................. $ 5,630 3,843 2,451
Gain on sale of investment
property........................ 28,318 - -
------------ ------------ ------------
$ 33,948 3,843 2,451
============ ============ ============
Net income per Unit, basic and
diluted, allocated to Limited
Partners per Limited Partnership
Units of 9,246.62:
Operating income................. $ 19.02 41.15 26.25
Gain on sale of investment
property........................ 303.19 - -
------------ ------------ ------------
$ 322.21 41.15 26.25
============ ============ ============
See accompanying notes to financial statements.
-16-
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
Statements of Partners' Capital (Deficit)
For the period from January 1, 1998 to December 11, 1998
(Immediately prior to termination) and
For the years ended December 31, 1997 and 1996
General Limited
Partner Partners Total
------------ ------------ ------------
Balance (deficit) January 1, 1996... $ (9,339) 3,899,770 3,890,431
Distributions ($14.60 per weighted
average of Limited Partnership
Units of 9,246.62)................ (1,364) (135,030) (136,394)
Net income.......................... 2,451 242,702 245,153
------------ ------------ ------------
Balance (deficit) December 31, 1996. (8,252) 4,007,442 3,999,190
Distributions ($4.89 per weighted
average of Limited Partnership
Units of 9,246.62)................ (457) (45,242) (45,699)
Net income.......................... 3,843 380,467 384,310
------------ ------------ ------------
Balance (deficit) December 31, 1997. (4,866) 4,342,667 4,337,801
Distributions ($753.89 per weighted
average of Limited Partnership
Units of 9,246.62)................ (29,082) (6,970,918) (7,000,000)
Net income.......................... 33,948 2,979,371 3,013,319
Balance December 11, 1998 ------------ ------------ ------------
(immediately prior to termination) $ - 351,120 351,120
============ ============ ============
See accompanying notes to financial statements.
-17-
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the period from January 1, 1998 to December 11, 1998
(Immediately prior to termination) and
For the years ended December 31, 1997 and 1996
1998 1997 1996
Cash flows from operating activities: ---- ---- ----
Net income........................ $ 3,013,319 384,310 245,153
Adjustments to reconcile net income
to net cash provided by
operating activities:
Gain on sale of investment
property...................... (2,831,814) - -
Depreciation.................... - - 185,867
Amortization of loan fees....... 8,125 6,557 6,558
Changes in assets and liabilities:
Rents and other receivables... 1,639 (1,232) 866
Prepaid expenses.............. 6,548 1,499 (3,313)
Accounts payable and accrued
expenses.................... (14,078) 3,244 (2,211)
Accrued real estate taxes..... (26,076) 5,028 (952)
Prepaid rents................. (13,719) (3,999) 15,545
Due to Affiliates............. (1,312) (565) (909)
Tenant security deposits...... (21,609) (1,595) 1,149
Net cash provided by ------------ ------------ ------------
operating activities...... 121,023 393,247 447,753
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from sale of investment
property........................ 7,630,421 - -
Addition to property.............. - - (67,645)
Net cash provided by (used in) ------------ ------------ ------------
investing activities.......... 7,630,421 - (67,645)
------------ ------------ ------------
Cash flows from financing activities:
Principal payments of long-term
debt............................ (601,375) (315,523) (204,785)
Cash distributions................ (7,000,000) (45,699) (136,394)
Net cash used in financing ------------ ------------ ------------
activities.................... (7,601,375) (361,222) (341,179)
Net increase in cash and ------------ ------------ ------------
cash equivalents.................. 150,069 32,025 38,929
Cash and cash equivalents at
beginning of year................. 201,051 169,026 130,097
Cash and cash equivalents at ------------ ------------ ------------
end of period..................... $ 351,120 201,051 169,026
============ ============ ============
See accompanying notes to financial statements.
-18-
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the period from January 1, 1998 to December 11, 1998
(Immediately prior to termination) and
For the years ended December 31, 1997 and 1996
1998 1997 1996
---- ---- ----
Supplemental disclosure of cash flow information:
Cash paid for interest............ $ 13,081 57,247 77,986
============ ============ ============
Supplemental disclosure of non-cash investing activities:
Sale of investment property:
Investment in property............ $ 7,105,992 - -
Accumulated depreciation relating
to investment property sold..... (2,307,385) - -
Gain on sale...................... 2,831,814 - -
Proceeds from sale of investment ------------ ------------ ------------
property........................ $ 7,630,421 - -
============ ============ ============
See accompanying notes to financial statements.
-19-
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
Notes to Financial Statements
For the period from January 1, 1998 to December 11, 1998
(Immediately prior to termination) and
For the years ended December 31, 1997 and 1996
(1) Organization, Liquidation and Basis of Accounting
Inland Real Estate Growth Fund, L.P. (the "Partnership"), was a limited
partnership formed in June 1985 pursuant to the Delaware Revised Uniform
Limited Partnership Act, to invest in income-producing multi-family residential
properties. On December 9, 1985, the Partnership commenced an Offering of
25,000 (decreased to 16,000 Units in 1986) Limited Partnership Units (the
"Units") pursuant to a Registration under the Securities Act of 1933. The
Partnership terminated its Offering in August 1987 with a total of 9,465 Units
sold, yielding gross offering proceeds of $9,465,000, of which $5,633,955 was
invested in two properties, Country Club Apartments and Scottsdale Sierra
Apartments. All of the holders of these Units were admitted to the Partnership.
In January 1988, the Partnership repurchased a total of 90 Units ($90,000) from
certain investors who were deemed not eligible to be partners in this
Partnership under the Partnership Agreement. As of December 11, 1998, the
Partnership had repurchased 128 Units ($120,328) through the Unit Repurchase
Program from various Limited Partners. In addition, the General Partner had
repurchased 21.57 Units ($18,064) with its own funds from cash distributions
received through December 11, 1998. The Limited Partners of the Partnership
shared in the benefits of ownership of the Partnership's real property
investments in proportion to the number of Units held. Inland Real Estate
Investment Corporation was the General Partner. On December 11, 1998, Inland
Real Estate Growth Fund, L.P. terminated. In connection with the liquidation
and termination of the Partnership, funds of $23,925 were transferred to the
General Partner on November 25, 1998, representing the maximum estimated
potential obligation (including administrative costs) of the Partnership,
including the Partnership's potential liability with respect to certain
representations and warranties made to the buyer of Scottsdale Sierra
Apartments, the last remaining investment property of the Partnership which was
sold on May 6, 1998. Such representations and warranties expired as scheduled
on September 30, 1998. On December 11, 1998, the Partnership paid a final
liquidating cash distribution to the Limited Partners in the aggregate amount
of $351,120 ($37.97 per Unit).
The preparation of financial statements in conformity with generally accepted
accounting principles required 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 have differed from those estimates.
-20-
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
Statement of Financial Accounting Standards No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
("SFAS 121") required the Partnership to record an impairment loss on its
property to be held for investment whenever its carrying value could not be
fully recovered through estimated undiscounted future cash flows from their
operations and sale. The amount of the impairment loss to be recognized would
be the difference between the property's carrying value and the property's
estimated fair value. The Partnership's policy was to consider a property to be
held for sale or disposition when the Partnership has committed to sell such
property and active marketing activity has commenced or is expected to commence
in the near term. Effective January 1, 1997, the Partnership's investment
property was held for sale (Note 2). In accordance with SFAS 121, any
property identified as "held for sale or disposition" is no longer depreciated.
Adjustments for impairment loss for such properties (subsequent to the date of
adoption of SFAS 121) are made in each period as necessary to report these
properties at the lower of carrying value or fair value less costs to sell. As
of December 31, 1997, the Partnership had not recognized any such impairment on
its property.
Offering costs have been offset against the Limited Partners' capital accounts.
The Partnership used the straight-line method of depreciation with useful lives
of thirty years and five years for buildings and improvements and personal
property, respectively. Maintenance and repair expenses were charged to
operations as incurred. Significant improvements were capitalized and were
being depreciated over their estimated useful lives.
Deferred financing costs were amortized on a straight-line basis over the term
of the related loan.
The Partnership considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents and are carried at
cost, which approximates market.
Statement of Financial Accounting Standards No. 128 "Earnings per Share" was
adopted by the Partnership for the year ended December 31, 1997 and has been
applied to all prior earnings periods presented in the financial statements.
The Partnership had no dilutive securities.
No provision for Federal income taxes had been made as the liability for such
taxes is that of the Partners rather than the Partnership.
-21-
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
The Partnership records are maintained on the accrual basis of accounting in
accordance with generally accepted accounting principles ("GAAP"). The Federal
income tax return has been prepared from such records after making appropriate
adjustments to reflect the Partnership's accounts as adjusted for Federal
income tax reporting purposes. Such adjustments are not recorded on the records
of the Partnership. The net effect of these items is summarized as follows:
1998 1997
Tax Tax
GAAP Basis GAAP Basis
Basis (unaudited) Basis (unaudited)
Total assets................ $ 351,120 1,730,825 5,015,970 4,646,621
Partners' capital (deficits):
General Partner........... - 13,797 (4,866) (3,790)
Limited Partners.......... 351,120 1,717,028 4,342,667 3,731,238
Net income:
General Partner........... 33,948 32,872 3,843 1,966
Limited Partners.......... 2,979,371 3,590,800 380,467 194,838
Net income per Limited
Partnership Unit, basic
and diluted............... 322.21 388.34 41.15 21.07
(2) Sale of Investment Property
Scottsdale Sierra Apartments, Scottsdale, Arizona
As of December 31, 1997, the Partnership's only remaining investment property
was Scottsdale Sierra Apartments, which was purchased on December 31, 1985.
This property was pledged as collateral for long-term debt (Note 3), for which
there was no recourse to the Partnership.
As of January 1, 1997, the Partnership had listed and was actively marketing
Scottsdale Sierra Apartments for sale at an amount in excess of its carrying
value and, accordingly, suspended depreciation at that time. On May 6, 1998,
the Partnership sold Scottsdale Sierra Apartments to an unaffiliated third-
party for $7,800,000 on an all-cash basis. The property had a basis of
$4,798,607, net of accumulated depreciation, resulting in a gain for financial
reporting purposes of $2,831,814, net of closing costs. The balance on the
related debt encumbering the property of $374,624 was paid at closing. Net
sales proceeds of $7,000,000 were distributed to the Partners on July 10, 1998.
Of the $7,000,000, $6,970,918 was distributed to the Limited Partners and
$29,082 was distributed to the General Partner. Remaining net sales proceeds
of $351,120 were distributed to the Limited Partners on December 11, 1998,
after a final reconciliation of property and Partnership expenses.
-22-
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(3) Long-Term Debt
Long-term debt consists of the following at December 11, 1998 and December 31,
1997:
1998 1997
7.75% mortgage note collateralized by Scottsdale
Sierra Apartments in Scottsdale, Arizona; payable
in monthly principal and interest payments of
$12,314......................................... $ - 601,375
Total debt........................................ - 601,375
Less current portion of long-term debt............ - (104,836)
Total long-term debt.............................. $ - 496,539
============= ============
(4) Partnership Agreement
Pursuant to the terms of the Partnership Agreement (as amended) net profits or
losses of the Partnership from operations were allocated 99% to the Limited
Partners and 1% to the General Partner. For income tax reporting purposes, net
profits from the sale or other disposition of the Partnership's properties will
first be allocated to those partners with negative balances in their capital
accounts, and thereafter, allocated in the same ratio as the distribution of
net proceeds arising from such transaction. Losses from the sale or other
disposition of the Partnership's properties were first allocated to all
partners having positive balances in their capital accounts, and thereafter,
allocated 1% to the General Partner, with the remaining losses allocated to the
Limited Partners. For financial reporting purposes, net profits from the sale
or other disposition of the Partnership's properties were generally allocated
in the same ratio as the distribution of net proceeds arising from such
transaction. In the event there were distributions from such transactions, net
profits were allocated 99% to the Limited Partners and 1% to the General
Partner.
Cash available for distribution from operations was distributed 99% to the
Limited Partners and 1% to the General Partner. Net sale or refinancing
proceeds was distributed first to the Limited Partners up to an amount equal to
their Invested Capital plus any deficiency in a 10% cumulative annual return.
Any remaining proceeds was distributed 85% to the Limited Partners and 15% to
the General Partner.
-23-
INLAND REAL ESTATE GROWTH FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(5) Leases
At December 31, 1997, the Partnership's only remaining investment property was
an apartment complex. Apartment complex leases were generally for a term of one
year or less. The Partnership had determined that all leases relating to this
property were properly classified as operating leases; therefore rental income
was recorded when earned.
(6) Transactions with Affiliates
The General Partner and its Affiliates were entitled to reimbursement for
salaries and expenses of employees of the General Partner and its Affiliates
relating to the administration of the Partnership. Such costs are included in
professional services to Affiliates and general and administrative expenses to
Affiliates, of which $1,312 was unpaid as of December 31, 1997.
The Partnership's property was managed by an Affiliate of the General Partner
pursuant to a management agreement which provided for annual fees not to exceed
4.5% of gross rental receipts. The Affiliate earned Property Management Fees of
$19,509, $48,376 and $47,808 for the period ended December 11, 1998, and for
the years ended December 31, 1997 and 1996, respectively. All such amounts
were paid prior to each respective period end.
-24-
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There were no disagreements on accounting or financial disclosures during 1998.
PART III
Item 10. Directors and Executive Officers of the Registrant
The General Partner of the Partnership, Inland Real Estate Investment
Corporation, was organized in 1984 for the purpose of acting as general partner
of limited partnerships formed to acquire, own and operate real properties.
The General Partner is a wholly-owned subsidiary of The Inland Group, Inc. In
1990, Inland Real Estate Investment Corporation became the replacement General
Partner for an additional 301 privately-owned real estate limited partnerships
syndicated by Affiliates. The General Partner has responsibility for all
aspects of the Partnership's operations. The relationship of the General
Partner to its Affiliates is described under the caption "Conflicts of
Interest" at pages 11 to 13 of the Prospectus, a copy of which description is
hereby incorporated herein by reference.
Officers and Directors
The officers, directors, and key employees of The Inland Group, Inc. and its
Affiliates ("Inland") that are likely to provide services to the Partnership
are as follows:
Functional Title
Daniel L. Goodwin....... Chairman and Chief Executive Officer
Robert H. Baum.......... Executive Vice President-General Counsel
G. Joseph Cosenza....... Senior Vice President-Acquisitions
Robert D. Parks......... Senior Vice President-Investments
Norbert J. Treonis...... Senior Vice President-Property Management
Brenda G. Gujral........ President and Chief Operating Officer-IREIC
Catherine L. Lynch...... Treasurer
Paul J. Wheeler......... Vice President-Personal Financial Services Group
Roberta S. Matlin....... Assistant Vice President-Investments
Mark Zalatoris.......... Assistant Vice President-Due Diligence
Patricia A. Challenger.. Vice President-Asset Management
Kelly Tucek............. Assistant Vice President-Partnership Accounting
Venton J. Carlston...... Assistant Controller
-25-
DANIEL L. GOODWIN (age 55) is Chairman of the Board of Directors of The
Inland Group, Inc., a billion-dollar real estate and financial organization
located in Oak Brook, Illinois. Among Inland's subsidiaries is the largest
property management firm in Illinois and one of the largest commercial real
estate and mortgage banking firms in the Midwest.
Mr. Goodwin has served as Director of the Avenue Bank of Oak Park and as a
director of the Continental Bank of Oakbrook Terrace. He was Chairman of the
Bank Holding Company of American National Bank of DuPage. Currently he is the
Chairman of the Board of Inland Mortgage Investment Corporation.
Mr. Goodwin has been in the housing industry for more than 28 years, and has
demonstrated a lifelong interest in housing-related issues. He is a licensed
real estate broker and a member of the National Association of Realtors. Mr.
Goodwin has developed thousands of housing units in the Midwest, New England,
Florida, and the Southwest. He is also the author of a nationally recognized
real estate reference book for the management of residential properties.
Mr. Goodwin has served on the Board of the Illinois State Affordable Housing
Trust Fund for the past six years. He is an advisor for the Office of Housing
Coordination Services of the State of Illinois, and a member of the Seniors
Housing Committee of the National Multi-Housing Council. Recently, Governor
Edgar appointed Mr. Goodwin as Chairman of the Housing Production Committee for
the Illinois State Affordable Housing Conference. He also served as a member
of the Cook County Commissioner's Economic Housing Development Committee, and
he was the Chairman of the DuPage County Affordable Housing Task Force. The
1992 Catholic Charities Award was presented to Mr. Goodwin for his work in
addressing affordable housing needs. The City of Hope designated him as the
Man of the Year for the Illinois construction industry. In 1989, the Chicago
Metropolitan Coalition on Aging presented Mr. Goodwin with an award in
recognition of his efforts in making housing more affordable to Chicago's
Senior Citizens. On May 4, 1995, PADS, Inc. (Public Action to Deliver Shelter)
presented Mr. Goodwin with an award, recognizing The Inland Group as the
leading corporate provider of transitional housing for the homeless people of
DuPage County. Mr. Goodwin also serves as Chairman of New Directions Housing
Corporation, a leading provider of affordable housing in northern Illinois.
Mr. Goodwin is a product of Chicago-area schools, and obtained his Bachelor's
and Master's Degrees from Illinois Universities. Following graduation, he
taught for five years in the Chicago Public Schools. His commitment to
education has continued through his work with the BBF Family Services' Pilot
Elementary School in Chicago, and the development of the Inland Vocational
Training Center for the Handicapped located at Little City in Palatine,
Illinois. He personally established an endowment which funds a perpetual
scholarship program for inner-city disadvantaged youth. In 1990 he received
the Northeastern Illinois University President's Meritorious Service Award.
Mr. Goodwin holds a Master's Degree in Education from Northern Illinois
University, and in 1986, he was awarded an Honorary Doctorate from Northeastern
Illinois University College of Education. More than 12 years ago, under Mr.
Goodwin's direction, Inland instituted a program to educate disabled students
about the workplace. Most of these original students are still employed at
Inland today, and Inland continues as one of the largest employers of the
disabled in DuPage County. Mr. Goodwin has served as a member of the Board of
Governors of Illinois State Colleges and Universities, and he is currently a
trustee of Benedictine University. He was elected Chairman of the Northeastern
Illinois University Board of Trustees in January 1996.
-26-
In 1988 he received the Outstanding Business Leader Award from the Oak Brook
Jaycees and in March 1994, he won the Excellence in Business Award from the
DuPage Area Association of Business and Industry. Additionally, he was honored
with a dinner sponsored by Little Friends on May 17, 1995 for rescuing their
Parent-Handicapped Infant Program when they lost their lease. He was the
recipient of the 1995 March of Dimes Life Achievement Award and was recently
recognized as the 1998 Corporate Leader of the Year by the Oak Brook Area
Association of Commerce and Industry. The Ray Graham Association for People
with Disabilities honored Mr. Goodwin as the 1999 Employer of the Year. For
many years, he has been Chairman of the National Football League Players
Association Mackey Awards for the benefit of inner-city youth and he served as
the recent Chairman of the Speakers Club of the Illinois House of
Representatives.
ROBERT H. BAUM (age 55) has been with The Inland Group, Inc. and its
affiliates since 1968 and is one of the four original principals. Mr. Baum is
Vice Chairman and Executive Vice President-General Counsel of The Inland Group,
Inc. In his capacity as General Counsel, Mr. Baum is responsible for the
supervision of the legal activities of The Inland Group, Inc. and its
affiliates. This responsibility includes the supervision of The Inland Law
Department and serving as liaison with outside counsel. Mr. Baum has served as
a member of the North American Securities Administrators Association Real
Estate Advisory Committee and as a member of the Securities Advisory Committee
to the Secretary of State of Illinois. He is a member of the American
Corporation Counsel Association and has also been a guest lecturer for the
Illinois State Bar Association. Mr. Baum has been admitted to practice before
the Supreme Court of the United States, as well as the bars of several federal
courts of appeals and federal district courts and the State of Illinois. He
received his B.S. Degree from the University of Wisconsin and his J.D. Degree
from Northwestern University School of Law. Mr. Baum has served as a director
of American National Bank of DuPage and currently serves as a director of
Westbank. Mr. Baum also is a member of the Governing Council of Wellness
House, a charitable organization that provides emotional support for cancer
patients and their families.
G. JOSEPH COSENZA (age 55) has been with The Inland Group, Inc. and its
affiliates since 1968 and is one of the four original principals. Mr. Cosenza
is a Director and Vice Chairman of The Inland Group, Inc. and oversees,
coordinates and directs Inland's many enterprises. In addition, Mr. Cosenza
immediately supervises a staff of nine persons who engage in property
acquisition. Mr. Cosenza has been a consultant to other real estate entities
and lending institutions on property appraisal methods.
Mr. Cosenza received his B.A. Degree from Northeastern Illinois University and
his M.S. Degree from Northern Illinois University. From 1967 to 1968, he
taught at the LaGrange School District in Hodgkins, Illinois and from 1968 to
1972, he served as Assistant Principal and taught in the Wheeling, Illinois
School District. Mr. Cosenza has been a licensed real estate broker since 1968
and an active member of various national and local real estate associations,
including the National Association of Realtors and the Urban Land Institute.
Mr. Cosenza has also been Chairman of the Board of American National Bank of
DuPage, and has served on the Board of Directors of Continental Bank of
Oakbrook Terrace. He is presently a Director on the Board of Westbank in
Westchester and Hillside, Illinois.
-27-
ROBERT D. PARKS (age 55) is a Director of The Inland Group, Inc.,
President, Chairman and Chief Executive Officer of Inland Real Estate
Investment Corporation and President, Chief Executive Officer, Chief Operating
Officer and Affiliated Director of Inland Real Estate Corporation.
Mr. Parks is responsible for the ongoing administration of existing investment
programs, corporate budgeting and administration for Inland Real Estate
Investment Corporation. He oversees and coordinates the marketing of all
investments and investor relations.
Prior to joining Inland, Mr. Parks was a school teacher in Chicago's public
schools. He received his B.A. degree from Northeastern Illinois University and
his M.A. degree from the University of Chicago. He is a member of the Real
Estate Investment Association and a member of NAREIT.
NORBERT J. TREONIS (age 48) joined The Inland Group, Inc. and its
affiliates in 1975 and he is currently Chairman and Chief Executive Officer of
The Inland Property Management Group, Inc. and a Director of The Inland Group,
Inc. He serves on the Board of Directors of all Inland subsidiaries involved
in the property management, acquisitions and maintenance of real estate,
including Mid-America Property Management Corporation, Metropolitan
Construction Services, Inc. and Inland Commercial Property Management, Inc.
Mr. Treonis is charged with the responsibility of the overall management and
leasing of all apartment units, retail, industrial and commercial properties
nationwide.
Mr. Treonis is a licensed real estate broker. He is a past member of the Board
of Directors of American National Bank of DuPage, the Apartment Building Owners
and Managers Association, the National Apartment Association and the
Chicagoland Apartment Association.
BRENDA G. GUJRAL (age 56) is President and Chief Operating Officer of
Inland Real Estate Investment Corporation (IREIC), the parent company of the
Advisor. She is also President and Chief Operating Officer of the Dealer-
Manager, Inland Securities Corporation (ISC), a member firm of the National
Association of Securities Dealers (NASD).
Mrs. Gujral has overall responsibility for the operations of IREIC, including
the distribution of checks to over 50,000 investors, review of periodic
communications to those investors, the filing of quarterly and annual reports
for Inland's publicly registered investment programs with the Securities and
Exchange Commission, compliance with other SEC and NASD securities regulations
both for IREIC and ISC, review of asset management activities, and marketing
and communications with the independent broker/dealer firms selling Inland's
current and prior programs. Mrs. Gujral works with internal and outside legal
counsel in structuring and registering the prospectuses for IREIC's investment
programs.
Mrs. Gujral has been with Inland for 18 years, becoming an officer in 1982.
Prior to joining Inland, she worked for the Land Use Planning Commission
establishing an office in Portland, Oregon, to implement land use legislation
for that state.
She is a graduate of California State University. She holds Series 7, 22, 39
and 63 licenses from the NASD and is a member of the National Association of
Real Estate Investment Trusts (NAREIT) and the National Association of Female
Executives.
-28-
CATHERINE L. LYNCH (age 40) joined Inland in 1989 and is the Treasurer of
Inland Real Estate Investment Corporation. Ms. Lynch is responsible for
managing the Corporate Accounting Department. Prior to joining Inland, Ms.
Lynch worked in the field of public accounting for KPMG since 1980. She
received her B.S. degree in Accounting from Illinois State University. Ms.
Lynch is a Certified Public Accountant and a member of the American Institute
of Certified Public Accountants and the Illinois CPA Society. She is
registered with the National Association of Securities Dealers as a Financial
Operations Principal.
PAUL J. WHEELER (age 46) joined Inland in 1982 and is currently the
President of Inland Real Estate Equities, Inc., the entity responsible for all
corporately owned real estate. Mr. Wheeler received his B.A. degree in
Economics from DePauw University and an M.B.A. in Finance/Accounting from
Northwestern University. Mr. Wheeler is a Certified Public Accountant and
licensed real estate broker. For three years prior to joining Inland, Mr.
Wheeler was Vice President/Finance at the real estate brokerage firm of Quinlan
& Tyson, Inc.
ROBERTA S. MATLIN (age 54) joined Inland in 1984 as Director of Investor
Administration and currently serves as Senior Vice President-Investments.
Prior to that, Ms. Matlin spent 11 years with the Chicago Region of the Social
Security Administration of the United States Department of Health and Human
Services. She is a Director of Inland Real Estate Investment Corporation,
Inland Securities Corporation, and Inland Real Estate Advisory Services, Inc.
As Senior Vice President-Investments, she directs the day-to-day internal
operations of the General Partner. Ms. Matlin received her B.A. degree from
the University of Illinois. She is registered with the National Association of
Securities Dealers, Inc. as a General Securities Principal.
MARK ZALATORIS (age 41) joined Inland in 1985 and currently serves as Vice
President of Inland Real Estate Investment Corporation. His responsibilities
include the coordination of due diligence activities by selling broker/dealers
and is also involved with limited partnership asset management including the
mortgage funds. Mr. Zalatoris is a graduate of the University of Illinois
where he received a Bachelors degree in Finance and a Masters degree in
Accounting and Taxation. He is a Certified Public Accountant and holds a
General Securities License with Inland Securities Corporation.
PATRICIA A. CHALLENGER (age 46) joined Inland in 1985. Ms. Challenger
serves as Senior Vice President of Inland Real Estate Investment Corporation in
the area of Asset Management. As head of the Asset Management Department, she
develops operating and disposition strategies for all investment-owned
properties. Ms. Challenger received her Bachelor's degree from George
Washington University and her Master's from Virginia Tech University. Ms.
Challenger was selected and served from 1980-1984 as Presidential Management
Intern, where she was part of a special government-wide task force to eliminate
waste, fraud and abuse in government contracting and also served as Senior
Contract Specialist responsible for capital improvements in 109 government
properties. Ms. Challenger is a licensed real estate broker, NASD registered
securities sales representative and is a member of the Urban Land Institute.
-29-
KELLY TUCEK (age 36) joined Inland in 1989 and is an Assistant Vice
President of Inland Real Estate Investment Corporation. As of August 1996, Ms.
Tucek is responsible for the Investment Accounting Department which includes
all public partnership accounting functions along with quarterly and annual SEC
filings. Prior to joining Inland, Ms. Tucek was on the audit staff of Coopers
and Lybrand since 1984. She received her B.A. Degree in Accounting and
Computer Science from North Central College.
VENTON J. CARLSTON (age 41) joined Inland in 1985 and is the Assistant
Controller of Inland Real Estate Investment Corporation where he supervises the
corporate bookkeeping staff and is responsible for financial statement
preparation and budgeting for Inland Real Estate Investment Corporation and its
subsidiaries. Prior to joining Inland, Mr. Carlston was a partnership
accountant with JMB Realty. He received his B.S. degree in Accounting from
Southern Illinois University. Mr. Carlston is a Certified Public Accountant
and a member of the Illinois CPA Society. He is registered with the National
Association of Securities Dealers, Inc. as a Financial Operations Principal.
-30-
Item 11. Executive Compensation
The General Partner was entitled to receive a share of cash distributions, when
and as cash distributions were made to the Limited Partners, and a share of
profits or losses. As described under the caption "Cash Distributions" at page
50 and "Allocation of Profits or Losses" at page 49 of the Prospectus and at
pages A-7 to A-8 of the Partnership Agreement, included as an exhibit to the
Prospectus, which is hereby incorporated herein by reference. Reference is made
to Note 4 of the Notes to Financial Statements filed with this Annual Report
for a description of such distributions and allocations. The General Partner
received a share of Partnership income in 1998.
The Partnership was permitted to engage in various transactions involving
Affiliates of the General Partner of the Partnership. The relationship of the
General Partner (and its directors and officers) to its Affiliates is set forth
above in Item 10.
The General Partner was also entitled to reimbursement for legal, accounting,
data processing, certain other administrative services and out-of-pocket
expenses. Such costs for 1998 were $32,279, all of which was paid.
An Affiliate of the General Partner earned management fees in 1998 totaling
$19,509 in connection with managing the Partnership's property, all of which
was paid.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) No person or group was known by the Partnership to own beneficially more
than 5% of the outstanding Units of the Partnership.
(b) The officers and directors of the General Partner of the Partnership owned
as a group the following Units of the Partnership:
Amount and Nature
of Beneficial Percent
Title of Class Ownership of Class
Limited Partnership 105 Units directly 1.1%
Units
No officer or director of the General Partner of the Partnership possessed
a right to acquire beneficial ownership of Units of the Partnership.
All of the outstanding shares of the General Partner of the Partnership
were owned by an Affiliate or its officers and directors as set forth above
in Item 10.
(c) There existed no arrangement, known to the Partnership, the operation of
which may have, at a subsequent date, resulted in a change in control of
the Partnership.
-31-
Item 13. Certain Relationships and Related Transactions
There were no significant transactions or business relationships with the
General Partner, Affiliates or their management other than those described in
Items 10 and 11 above. Reference is made to Note 6 of the Notes to Financial
Statements (Item 8 of this Annual Report) for information regarding related
party transactions.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The financial statements listed in the index on page 11 of this Annual
Report are filed as part of this Annual Report.
(b) Exhibits. The following documents are filed as part of this Report:
3 Amended and Restated Agreement of Limited Partnership and Amended and
Restated Certificate of Limited Partnership, included as Exhibits A and B
to the Prospectus dated December 9, 1985, as supplemented, are incorporated
herein by reference thereto.
4 Form of Certificate of Ownership representing interests in the
Registrant filed as Exhibit 4 to Registration Statement on S-11, File No.
2-99403, is incorporated herein by reference thereto.
28 Prospectus dated December 9, 1985, as supplemented, included in Post-
Effective Amendment No. 3 to Form S-11 Registration Statement, File No. 2-
99403, is incorporated herein by reference thereto.
(c) Financial Statement Schedules:
All schedules have been omitted as the required information is inapplicable
or the information is presented in the financial statements or related
notes.
(d) Reports on Form 8-K.
Item 2. Acquisition or Disposition of Assets dated May 6, 1998
No Annual Report or proxy material for the year 1998 had been sent to the
Partners of the Partnership. An Annual Report will be sent to the Partners
subsequent to this filing and the Partnership will furnish copies of such
report to the Commission when it is sent to the Partners.
-32-
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
INLAND REAL ESTATE GROWTH FUND, L.P.
Inland Real Estate Investment Corporation
General Partner
/s/ Robert D. Parks
By: Robert D. Parks
Chairman of the Board
and Chief Executive Officer
Date: March 11, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
By: Inland Real Estate Investment Corporation
General Partner
/s/ Robert D. Parks
By: Robert D. Parks
Chairman of the Board
and Chief Executive Officer
Date: March 11, 1999
/s/ Patricia A. Challenger
By: Patricia A. Challenger
Senior Vice President
Date: March 11, 1999
/s/ Kelly Tucek
By: Kelly Tucek
Principal Financial Officer
and Principal Accounting Officer
Date: March 11, 1999
/s/ Daniel L. Goodwin
By: Daniel L. Goodwin
Director
Date: March 11, 1999
/s/ Robert H. Baum
By: Robert H. Baum
Director
Date: March 11, 1999
-33-
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<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-11-1998
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