SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) January 20, 1998
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PaineWebber Mortgage Partners Five, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 0-17149 04-2889712
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(State or other jurisdiction) (Commission (IRS Employer
of incorporation File Number) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
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(Former name or address, if changed since last report)
<PAGE>
FORM 8-K
CURRENT REPORT
PAINEWEBBER MORTGAGE PARTNERS FIVE, L.P.
ITEM 2 - Disposition of Assets
Park South Apartments, Charlotte, North Carolina
Disposition Date - January 20, 1998
On January 20, 1998, the Partnership received $1,270,000 from the borrower
of the mortgage loan secured by the Park South Apartments, which represented the
full repayment of the first leasehold mortgage loan held by the Partnership.
Simultaneously, the Park South owner purchased the Partnership's interest in the
underlying land at a price of $685,000 which included a premium of $455,000 over
the Partnership's cost basis in the land of $230,000. This premium represented a
50% share in the appreciation in the value of the operating investment property
above a specified base amount as called for under the terms of the ground lease.
The Park South mortgage loan opened to prepayment without penalty on December
29, 1997. The Partnership owned a 23% interest in the land underlying the Park
South Apartments and had an equivalent interest in the first mortgage loan
secured by the improvements. The remaining 77% interest in the land and mortgage
loan receivable was owned by an affiliated partnership, Paine Webber Qualified
Plan Property Fund Four, LP.
As a result of the disposition on January 20, 1998 of the Partnership's
investments secured by the Park South Apartments, the Partnership expects to
make a Special Distribution of the net proceeds of this transaction by March 13,
1998 to unitholders of record as of January 20, 1998.
ITEM 7 - Financial Statements and Exhibits
(a) Financial Statements: None
(b) Exhibits:
(1) North Carolina Special Warranty Deed by and between PaineWebber
Mortgage Partners Five, LP and Park-South Charlotte Associates
Limited Partnership, dated January 20, 1998.
(2) Cancellation of Ground Lease by and between PaineWebber Mortgage
Partners Five, LP and Park-South Charlotte Associates Limited
Partnership, dated January 20, 1998.
(3) Certificate of Satisfaction of Deed of Trust by Paine Webber
Qualified Plan Property Fund Four, LP and PaineWebber Mortgage
Partners Five, LP for the benefit of Park South-Charlotte Associates
Limited Partnership, dated January 20, 1998.
<PAGE>
FORM 8-K
CURRENT REPORT
PAINEWEBBER MORTGAGE PARTNERS FIVE, L.P.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAINEWEBBER MORTGAGE
PARTNERS FIVE, L.P.
(Registrant)
By: /s/ Walter V. Arnold
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Walter V. Arnold
Senior Vice President and
Chief Financial Officer
Date: February 2, 1998
<PAGE>
Excise Tax $5,247.00 Recording Time, Book and Page
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Tax Lot No. 177-078-35 Parcel Identifier No.
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Verified by _________________ County on the _____ day of_________ 19,___
by
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Mail after recording to Bobby D. Hinson, Womble Carlyle Sandridge & Rice (Box__)
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This Instrument was prepared by Brent A.Torstrick, Robinson, Bradshaw &
Hinson, P.A.
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Brief description for the Index Park South Apartments
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NORTH CAROLINA SPECIAL WARRANTY DEED
THIS DEED made the 20th day of January, 1998 , by and between
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<TABLE>
<CAPTION>
GRANTOR GRANTEE
<S> <C>
PAINEWEBBER MORTGAGE PARTNERS FIVE, L.P., PARK SOUTH-CHARLOTTE ASSOCIATES
LIMITED a Delaware limited partnership doing PARTNERSHIP, a North Carolina
limited business in North Carolina as PAINEWEBBER partnership MORTGAGE
PARTNERS FIVE, LIMITED PARTNERSHIP c/o CTJ Real Estate, Inc.
212 South Tryon Street, Suite 1350
Charlotte, North Carolina 28281
</TABLE>
Enter in appropriate block for each party: name, address, and, if appropriate,
character of entity, e.q. corporation or partnership.
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The designation Grantor and Grantee as used herein shall include said parties,
their heirs, successors, and assigns, and shall include singular, plural,
masculine, feminine or neuter as required by context.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee,
the receipt of which is hereby acknowledged, has and by these presents does
grant, bargain, sell and convey unto the Grantee in fee simple, a 23.0769%
undivided interest, as tenant in common, in and to that certain lot or parcel of
land situated in the City of Charlotte, Mecklenburg County, North Carolina and
more particularly described on Exhibit A attached hereto and made a part hereof
by reference.
<PAGE>
The property hereinabove described was acquired by Grantor by instrument
recorded in Book 5936 at Page 312 in the Mecklenburg County Public Registry.
A map showing the above described property is recorded in Plat Book ____, page
____.
TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and
appurtenances thereto belonging to the Grantee in fee simple.
And the Grantor covenants with the Grantee, that Grantor has done nothing to
impair such title as Grantor received, and Grantor will warrant and defend the
title against the lawful claims of all persons claiming by, under or through
Grantor, except for the exceptions hereinafter stated.
Title to the property hereinabove described is subject to the following
exceptions:
See Exhibit B attached hereto and made a part hereof by reference.
IN WITNESS WHEREOF, the Grantor has hereunto set his hand and seal, or if
corporate, has caused this instrument to be signed in its corporate name by its
duly authorized officers and its seal to be hereunto affixed by authority of its
Board of Directors, the day and year first above written.
<PAGE>
[OBJECT OMITTED]
SEE ATTACHED PAGE FOR SIGNATURES AND
ACKNOWLEDGMENT
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(Corporate Name)
By:
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President
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ATTEST:
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Secretary
(Corporate Seal)
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(SEAL)
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(SEAL)
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(SEAL)
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(SEAL)
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<PAGE>
[OBJECT OMITTED]
SEAL-STAMP
NORTH CAROLINA, ______________________ County.
I, a Notary Public of the County and State aforesaid, certify that Grantor,
personally appeared before me this day and acknowledge the execution of the
foregoing instrument. Witness my hand and official stamp or seal,
this _____ day of ___________ , 19 ______.
My commission expires: ______________ ___________________________ Notary Public
<PAGE>
[OBJECT OMITTED]
SEAL-STAMP
NORTH CAROLINA,____________________ County.
I, a Notary Public of the County ______________________ ,
and State aforesaid, certify that_______________________________-
personally came before me this day and acknowledged that _______ he is ________
Secretary of _____________________ a North Carolina corporation, and that by
authority duly given and as the act of the corporation, the foregoing instrument
was signed in its name by its ____________ President, sealed with its corporate
seal and attested by ________ as its ______________ Secretary.
Witness my hand and official stamp or seal, this _____day of _______, 19 ____
My commission expires: ____________ ____________----------___ Notary Public
<PAGE>
The foregoing Certificate(s) of ------------------------------------------------
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is/are certified to be correct. This instrument and this certificate are duly
registered at the date and time and in the Book and Page shown on the first page
hereof.
REGISTER OF DEEDS COUNTY
FOR --------------
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By Deputy/Assistant-Register of Deeds
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<PAGE>
PAINEWEBBER MORTGAGE PARTNERS FIVE,
L.P., a Delaware limited partnership
doing business in North Carolina as
PAINEWEBBER MORTGAGE PARTNERS FIVE,
LIMITED PARTNERSHIP (SEAL)
By: FIFTH MORTGAGE PARTNERS, INC., a
Delaware corporation, Managing
General Partner
ATTEST: By:/s/ Rock M. D'Errico
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Vice President
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__________________ Secretary
[CORPORATE SEAL]
STATE OF NORTH CAROLINA
COUNTY OF ___________________
This ______ day of _______________, 1998, personally came before me
___________________________, who being by me duly sworn, says that he is the
______ President of FIFTH MORTGAGE PARTNERS, INC., a Delaware corporation,
Managing General Partner of PAINEWEBBER MORTGAGE PARTNERS FIVE, L.P., a Delaware
limited partnership doing business in North Carolina as PAINEWEBBER MORTGAGE
PARTNERS FIVE, LIMITED PARTNERSHIP, and that the seal affixed to the foregoing
instrument in writing is the corporate seal of the corporation, and that said
writing was signed and sealed by him, in behalf of said corporation acting in
its capacity as manager of Company, by authority duly given. And the said ______
President acknowledged the said writing to be the act and deed of said
corporation, on behalf of said limited partnership.
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Notary Public
My Commission Expires:
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[NOTARIAL SEAL]
<PAGE>
EXHIBIT A
That certain tract of land located in the City of Charlotte,
Mecklenburg County, North Carolina, more particularly shown on that
survey entitled "Survey for Sterling Apartments, LLC, 4001 Sharon Road
& Colony Road, Charlotte, Mecklenburg County, North Carolina," dated
October 21, 1997, last revised January 6, 1998 and prepared by R. B.
Pharr & Associates, P.A. (C. Clark Neilson, N.C.R.L.S.) (the "Survey"),
and more particularly described as follows:
BEGINNING at an existing iron pin located North 56-04-02 West 7.95 feet
from an existing iron pin in the westerlymost margin of the right-of-way
of Sharon Road (80-foot public right-of-way) and in the southerlymost
corner of Lot 9 in Section 2 of the Village of Morrocroft Subdivision, as
shown on that subdivision plat recorded in Map Book 19 at Page 623 in the
Mecklenburg Public Registry (the "Registry"), and running thence with the
southerlymost boundary of Lots 9 through 15 in that subdivision three (3)
courses and distances as follows: (1) North 56-04-02 West 265.01 feet to
an existing iron pin; (2) North 82-19-43 West 483.35 feet to an existing
iron pin; and (3) North 26-46-42 West 58.03 feet to an existing iron pin
in a common boundary with the property of Morrocroft Apartments as
described in that Deed recorded in Book 3769 at Page 62 in the Registry;
thence with a common boundary of the Morrocroft Apartments property South
13-40-05 West 257.94 feet to an existing iron pin; thence continuing with
the common boundary of the Morrocroft Apartments property which becomes a
common boundary line with the property of Park Colony Apartments, Ltd.
(now or formerly) as described in that deed recorded in Book 5242 at Page
354 in the Registry South 03-08-47 East 313.10 feet to an existing iron
pin; thence with a common boundary of the Park Colony Apartments property
South 39-53-00 West 460.32 feet to an existing iron pin in a common
boundary with a Cemetery Tract; thence two (2) courses and distances with
the boundary of that Cemetery Tract as follows: (1) South 12-00-52 East
103.67 feet to an existing iron pin; and (2) North 68-30-10 West 161.03
feet to an existing iron pin; thence South 42-36-27 West 83.30 feet to a
new iron pin in the northeasterlymost margin of the right-of-way of Colony
Road (right-of-way varies); thence with that margin three (3) courses and
distances as follows: (1) in a southeasterly direction with the arc of
circular curve to the left having a radius of 977.70 feet, an arc distance
of 70.68 feet (chord bearing and distance South 48-47-23 East 70.67 feet)
to a new iron pin; (2) South 55-32-25 East 342.50 feet to a new iron pin;
and (3) South 50-23-01 East 110.81 feet to an existing iron pin at the
southwesterlymost terminus of the radius formed by the intersection of the
northeasterlymost margin of the right-of-way of Colony Road and the
northwesterlymost margin of the right-of-way of Sharon Road (rights-of-way
vary); thence with that radius and with the arc of a circular curve to the
left having a radius of 20 feet, an arc distance of 31.42 feet (chord
bearing and distance North 84-17-13 East 28.28 feet) to a new iron pin in
the northwesterlymost margin of the right-of-way of Sharon Road; thence
with that margin four (4) courses and distances as follows: (1) North
38-10-04 East 203.35 feet to a new iron pin; (2) North 40-33-47 East
353.99 feet to an existing iron pin; (3) with the arc of a circular curve
to the left having a radius of 3,840.50 feet, an arc distance of 647.20
feet (chord bearing and distance North 35-43-56 East 646.44 feet) to an
existing iron pin; and (4) North 30-54-16 East 128.86 feet to the existing
iron pin at the point or place of BEGINNING, containing 16.7543 acres,
according to the Survey.
TOGETHER WITH all right, title and interest, if any, of Grantor in and to:
(a) any rights-of-way, easements and appurtenances which are now or hereafter
used in connection with the above-described tract of land or are appurtenant
thereto, including but not limited to that certain drainage easement created by
instrument recorded in Book 3930 at Page 883 in the Mecklenburg County Public
Registry; and (b) the land within the rights-of-way of Sharon Road and Colony
Road adjacent to the above-described tract of land.
THERE IS EXPRESSLY EXCLUDED FROM THIS CONVEYANCE all right, title and
interest in the footings, foundations, columns, piles, buildings, improvements,
fixtures, equipment and other installations located, constructed or erected on
the above-described tract of land, the ownership of which was previously
retained by Grantee. It is the intent to Grantor to reconvey to Grantee all of
the property conveyed to it by Grantee by that deed recorded in Book 5936 at
Page 312 in the Mecklenburg County Public Registry.
<PAGE>
EXHIBIT B
1. Ad valorem real estate taxes for 1998 and subsequent years, a lien but not
yet due and payable.
2. Easements to Duke Power Company recorded in Book 938 at Page 559, and in
Book 3965 at Page 258 of the Mecklenburg County Public Registry.
3. Rights-of-way of Colony Road and Sharon Road.
4. 30' planter strip along the margin of Sharon Road, imposed by deed
recorded in Book 3929 at Page 561 of the Mecklenburg County Public
Registry.
5. Sewer and water main easement to the City of Charlotte, recorded in Book
3930 at Page 889 of the Mecklenburg County Public Registry.
6. Easement to Southern Bell Telephone and Telegraph Company, recorded in
Book 3965 at Page 803 of the Mecklenburg County Public Registry.
<PAGE>
STATE OF NORTH CAROLINA
CANCELLATION OF GROUND LEASE
COUNTY OF MECKLENBURG
THIS CANCELLATION OF GROUND LEASE is made and entered into this 20th day
of January, 1998 by and between PAINEWEBBER MORTGAGE PARTNERS FIVE, L.P., a
Delaware limited partnership doing business in North Carolina as PAINEWEBBER
MORTGAGE PARTNERS FIVE, LIMITED PARTNERSHIP ("Landlord"), and PARK
SOUTH-CHARLOTTE ASSOCIATES LIMITED PARTNERSHIP, a North Carolina limited
partnership ("Tenant").
RECITALS
A. Landlord and Tenant entered into a Ground Lease effective as of
December 29, 1988 (the "Lease"), pursuant to which Landlord leased to Tenant its
23.0769% undivided interest, as a tenant in common, in a parcel of land located
at the northwest corner of Colony Road and Sharon Road, in the City of
Charlotte, Mecklenburg County, North Carolina (the "Property"). A memorandum of
the Lease is recorded in Book 5937 at Page 515 in the Mecklenburg County Public
Registry.
A. By special warranty deed dated January 20, 1998 and recorded in the
Mecklenburg County Public Registry immediately prior to the recording of this
Cancellation of Ground Lease, Landlord has conveyed its undivided interest in
the Property to Tenant, and the parties desire to execute this Cancellation of
Ground Lease to confirm of record the termination of the Lease by operation of
the doctrine of merger.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, Landlord and Tenant agree for themselves, their
successors and assigns as follows:
7. The Lease is hereby canceled and terminated as of January __, 1998 (the
"Effective Date"), and neither party shall have any further obligations under
the Lease after the Effective Date.
8. Landlord represents and warrants to Tenant that the execution and
delivery of this Cancellation of Ground Lease by Landlord have been duly
authorized by all requisite partnership action, and that no consents or
approvals of any third parties are required.
9. Tenant represents and warrants to Landlord that the execution and
delivery of this Cancellation of Ground Lease by Tenant have been duly
authorized by all requisite partnership action, and no approval or consent of
any third party is required.
10. This Cancellation of Ground Lease contains the complete agreement of
the parties regarding the terms and conditions of the cancellation of the Lease,
and there are no oral or written agreements, conditions, terms or understandings
that have not been incorporated in this Cancellation of Ground Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Cancellation of
Ground Lease under seal as of the day and year first above written.
<PAGE>
LANDLORD:
PAINEWEBBER MORTGAGE PARTNERS FIVE,
L.P., a Delaware limited partnership
doing business in North Carolina as
PAINEWEBBER MORTGAGE PARTNERS FIVE,
LIMITED PARTNERSHIP (SEAL)
By: FIFTH MORTGAGE PARTNERSHIP,
INC., a Delaware corporation,
Managing General Partner
ATTEST: By: /s/ Rock M. D'Errico
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Vice President
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__________________ Secretary
[CORPORATE SEAL]
TENANT:
PARK SOUTH-CHARLOTTE ASSOCIATES
LIMITED PARTNERSHIP, a North Carolina
limited partnership
By: THE PARK SOUTH COMPANY, a Texas
general partnership, its general
partner
By: /s/ James T. Cobb (SEAL)
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James T. Cobb, Managing
General Partner
<PAGE>
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK
This ______ day of January, 1998, personally came before me Rock M.
D'Errico, who, being by me duly sworn, says that he is the Vice President of
Fifth Mortgage Partners, Inc., Managing General Partner of PAINEWEBBER MORTGAGE
PARTNERS FIVE, L.P., a Delaware limited partnership doing business in North
Carolina as PAINEWEBBER MORTGAGE PARTNERS FIVE, LIMITED PARTNERSHIP, and that
the seal affixed to the foregoing instrument in writing is the corporate seal of
the company, and that said writing was signed and sealed by him, in behalf of
said corporation, by its authority duly given. And the said Vice President
acknowledged the said writing to be the act and deed of said corporation, on
behalf of said limited partnership.
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Notary Public
My commission expires:
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[NOTARIAL SEAL]
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
This ______ day of January, 1998, personally came before me James T. Cobb,
who, being by me duly sworn, says that he is the Managing General Partner of The
Park South Company, a Texas limited partnership and the sole general partner of
PARK SOUTH-CHARLOTTE ASSOCIATES LIMITED PARTNERSHIP, a North Carolina limited
partnership, and acknowledged the due execution of the foregoing instrument on
behalf of said partnerships.
WITNESS my hand and official seal, this the ______ day of January, 1998.
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Notary Public
My commission expires:
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[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA CERTIFICATE OF SATISFACTION
OF DEED OF TRUST
COUNTY OF MECKLENBURG (N.C.G.S. ss.45-37(a)(6) & ss.47-46.2)
The undersigned, Vice President of Fourth Qualified Properties, Inc., a
Delaware corporation and the Managing General Partner of PAINEWEBBER QUALIFIED
PLAN PROPERTY FUND FOUR, LP, a Delaware limited partnership doing business in
North Carolina as PAINEWEBBER QUALIFIED PLAN PROPERTY FUND FOUR LIMITED
PARTNERSHIP ("PWQP4") and the undersigned, Vice President of Fifth Mortgage
Partners, Inc., a Delaware corporation and the Managing General Partner of
PAINEWEBBER MORTGAGE PARTNERS FIVE, L.P., a Delaware limited partnership doing
business in North Carolina as PAINEWEBBER MORTGAGE PARTNERS FIVE, LIMITED
PARTNERSHIP ("PWMP5"), certify that PWQP4 and PWMP5 are collectively the owner
of the indebtedness secured by the following security instruments, and that the
debt or other obligations in the aggregate amount of $5,500,000.00 secured by:
(a) that Deed of Trust and Security Agreement executed and delivered by Park
South-Charlotte Associates Limited Partnership ("Grantor") to Gibson L. Smith,
Jr. ("Trustee") for the benefit of PWQP4 and PWMP5, and recorded in Book 5937,
Page 877 of the Mecklenburg County Public Registry, as amended by Modification
of Deed of Trust and Security Agreement recorded in Book 5962, Page 501; and (b)
that Assignment of Leases and Rents executed and delivered by Grantor to PWQP4
and PWMP5, and recorded in Book 5937, Page 502, was fully paid and satisfied on
January 20, 1998.
PWQP4 and PWMP5 request that this Certificate of Satisfaction be recorded
and the above referenced security instruments be cancelled of record.
As of the 20th day of January, 1998.
PAINEWEBBER QUALIFIED PLAN PROPERTY
FUND FOUR, LP, a Delaware limited
partnership doing business in North
Carolina as PAINEWEBBER QUALIFIED PLAN
PROPERTY FUND FOUR LIMITED PARTNERSHIP
(SEAL)
By: Fourth Qualified Properties, Inc.,
a Delaware corporation, Managing
General Partner
ATTEST: By: /s/ Rock M. D'Errico
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Vice President
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__________________ Secretary
[CORPORATE SEAL]
PAINEWEBBER MORTGAGE PARTNERS FIVE,
L.P., a Delaware limited partnership
doing business in North Carolina as
PAINEWEBBER MORTGAGE PARTNERS FIVE,
LIMITED
PARTNERSHIP
(SEAL)
By: Fifth Mortgage Partners, Inc.,
a Delaware corporation, Managing
General Partner
ATTEST: By: /s/ Rock M. D'Errico
--------------------
Vice President
___________________________________
__________________ Secretary
[CORPORATE SEAL]
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK
This ______ day of January, 1998, personally came before me Rock M.
D'Errico, who, being by me duly sworn, says that he is the Vice President of
Fourth Qualified Properties, Inc., Managing General Partner of PAINEWEBBER
QUALIFIED PLAN PROPERTY FUND FOUR, L.P., a Delaware limited partnership doing
business in North Carolina as PAINEWEBBER QUALIFIED PLAN PROPERTY FUND FOUR
LIMITED PARTNERSHIP, and that the seal affixed to the foregoing instrument in
writing is the corporate seal of the company, and that said writing was signed
and sealed by him, in behalf of said corporation, by its authority duly given.
And the said Vice President acknowledged the said writing to be the act and deed
of said corporation, on behalf of said limited partnership.
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Notary Public
My commission expires:
- ---------------------
[NOTARIAL SEAL]
<PAGE>
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK
This ______ day of January, 1998, personally came before me Rock M.
D'Errico, who, being by me duly sworn, says that he is the Vice President of
Fifth Mortgage Partners, Inc., Managing General Partner of PAINEWEBBER MORTGAGE
PARTNERS FIVE, L.P., a Delaware limited partnership doing business in North
Carolina as PAINEWEBBER MORTGAGE PARTNERS FIVE, LIMITED PARTNERSHIP, and that
the seal affixed to the foregoing instrument in writing is the corporate seal of
the company, and that said writing was signed and sealed by him, in behalf of
said corporation, by its authority duly given. And the said Vice President
acknowledged the said writing to be the act and deed of said corporation, on
behalf of said limited partnership.
-----------------------------------
Notary Public
My commission expires:
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[NOTARIAL SEAL]
