<PAGE>
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 Fiscal Year Ended December 31, 1995
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File #0-15759
Inland Mortgage Investors Fund, L.P.
(Exact name of registrant as specified in its charter)
Delaware 36-3436439
(State of organization) (I.R.S. Employer Identification Number)
2901 Butterfield Road, Oak Brook, Illinois 60521
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 708-218-8000
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 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 February 12, 1986, 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.
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<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
TABLE OF CONTENTS
Part I Page
------ ----
Item 1. Business...................................................... 3
Item 2. Properties.................................................... 3
Item 3. Legal Proceedings............................................. 4
Item 4. Submission of Matters to a Vote of Security Holders........... 4
Part II
-------
Item 5. Market for the Partnership's Limited Partnership Units
and Related Security Holder Matters.......................... 4
Item 6. Selected Financial Data....................................... 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 6
Item 8. Financial Statements and Supplementary Data................... 8
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure....................... 22
Part III
--------
Item 10. Directors and Executive Officers of the Registrant............ 22
Item 11. Executive Compensation........................................ 27
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................... 28
Item 13. Certain Relationships and Related Transactions................ 28
Part IV
-------
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.................................................. 29
SIGNATURES............................................................. 30
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<PAGE>
PART I
Item 1. Business
The Registrant, Inland Mortgage Investors Fund, L.P. (the "Partnership"), is a
limited partnership formed on December 5, 1985 pursuant to the Delaware Revised
Uniform Limited Partnership Act, and will terminate on December 31, 2035 or
earlier upon disposition of assets or certain other events. On February 12,
1986, the Partnership commenced an Offering of 40,000 Limited Partnership Units
(the "Units") at $500 per Unit, pursuant to a Registration Statement on Form S-
11 under the Securities Act of 1933. The Offering terminated on February 12,
1987, with total sales of 20,129.24 Units resulting in gross offering proceeds
of $10,064,620, not including $500 which is the General Partner contribution.
All of the holders of these Units were admitted to the Partnership. A majority
of these proceeds were used to fund first mortgage loans. The Partnership funded
fifteen loans between October 1986 and August 1988 utilizing $8,466,875 of
capital proceeds collected, net of participations. As of December 31, 1995,
$2,933,531 has been repaid, which includes principal amortization, payoffs on
seven loans, prepayment penalties and proceeds from the sale of three
properties. The Limited Partners of the Partnership share in the benefits of
ownership of the Partnership's first mortgage receivable investments in
proportion to the number of Units held. Inland Real Estate Investment
Corporation is the General Partner.
The Partnership is engaged in the business of making and acquiring loans
collateralized by mortgages on improved, income producing multi-family
residential properties. As of December 31, 1995, the Partnership made and
acquired mortgage loans in or near Chicago, Illinois. The loans are being
serviced by Inland Mortgage Servicing Corporation, a subsidiary of the General
Partner. The Partnership does not segregate revenues or assets by geographic
region, and such a presentation would not be material to an understanding of the
Partnership's business taken as a whole.
The Partnership had no employees during 1995.
The terms of transactions between the Partnership and Affiliates of the General
Partner are set forth in Item 11 below and Note 3 of the Notes to Financial
Statements (Item 8 of this Annual Report) to which reference is hereby made.
Item 2. Properties
As of December 31, 1995, the Registrant owned no real properties.
On September 1, 1992, the Partnership sold the 26-unit apartment building
located at 6910 North Sheridan, Chicago, Illinois to an unaffiliated third party
for $625,000. Reference is made to Note 5 of the Notes to Financial Statements
for further discussion on the sale of this property.
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<PAGE>
As of January 1, 1992, with consent of the borrower, an Affiliate of the General
Partner began management of the properties located at 5420 North Kenmore and
712-720 West Grace in Chicago, Illinois. On May 15, 1992, the Partnership
acquired title to the Kenmore property through a deed in lieu of foreclosure. On
March 31, 1993, the Partnership sold the 56-unit apartment building located at
5420 North Kenmore to an unaffiliated third party for $1,000,000. Also on May
15, 1992, Inland Mortgage Investment Corporation ("IMIC"), an Affiliate which
had sold the Partnership a participation in the mortgage loan collateralized by
the Grace property, acquired title to the Grace property. It should also be
noted that the Partnership had sold a portion of its participation interest in
the mortgage loan collateralized by the Grace property to an unaffiliated third
party lender. Under the Participation Agreement with the Affiliate, the
Partnership and the third party lender are each entitled to their proportionate
share of ownership interest in the Grace property. On October 19, 1993, IMIC
sold the 34-unit apartment building located at 712-720 West Grace to an
unaffiliated third party for $900,000. Reference is made to Note 5 of the Notes
to Financial Statements for further discussion on the sales of these properties.
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 1995.
PART II
Item 5. Market for the Partnership's Limited Partnership Units and Related
Security Holder Matters
As of December 31, 1995, there were 796 holders of Units of the Partnership.
There is no public market for Units nor is it anticipated that any public market
for Units will develop. Reference is made to Item 6 below for a discussion of
cash distributions made to the Limited Partners.
The Partnership's Liquidity Plan is available to the Limited Partners. See
"Liquidity Plan" and "Distribution Reinvestment Plan," page 18 and pages 37-38,
respectively, of the Prospectus of the Partnership dated February 12, 1986,
which is incorporated herein by reference.
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<PAGE>
Item 6. Selected Financial Data
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
For the years ended December 31, 1995, 1994, 1993, 1992 and 1991
(not covered by the Report of Independent Accountants)
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total assets......... $5,923,235 6,470,865 7,142,969 7,585,470 7,371,191
========== ========== ========== ========== ==========
Total income......... $ 596,496 635,063 794,889 907,811 762,869
========== ========== ========== ========== ==========
Income from
operations......... 521,719 555,677 541,702 527,464 557,600
Gain on sale of
investment property - - 44,434 123,476 -
---------- ---------- ---------- ---------- ----------
Net income........... $ 521,719 555,677 586,136 650,940 557,600
========== ========== ========== ========== ==========
Income from operations
allocated to the one
General Partner Unit$ 26,480 26,766 28,394 23,960 28,472
========== ========== ========== ========== ==========
Net income per Unit
allocated to Limited
Partners from (b):
Operations........... 24.60 26.28 25.50 25.01 26.29
Gain on sale of
investment property - - 2.21 6.14 -
---------- ---------- ---------- ---------- ----------
$ 24.60 26.28 27.71 31.15 26.29
========== ========== ========== ========== ==========
Distributions to Limited
Partners from:
Operations........... 509,563 520,964 542,105 455,310 576,882
Repayment proceeds... 530,920 671,989 326,388 44,231 370,783
---------- ---------- ---------- ---------- ----------
$1,040,483 1,192,953 868,493 499,541 947,665
========== ========== ========== ========== ==========
Distributions per
Unit to Limited
Partners from (b):
Operations........... 25.31 25.88 26.93 22.62 28.66
Repayment proceeds... 26.38 33.38 16.22 2.20 18.42
---------- ---------- ---------- ---------- ----------
$ 51.69 59.26 43.15 24.82 47.08
========== ========== ========== ========== ==========
</TABLE>
(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 and distributions per Limited Partnership Unit data are
based upon the weighted average number of Units outstanding of 20,129.24.
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<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
On February 12, 1986, the Partnership commenced an Offering of 40,000 Limited
Partnership Units pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933. The Offering terminated on February 12, 1987, with a
total of 20,129 Units being sold to the public at $500 per Unit resulting in
$10,064,620 of gross offering proceeds which were received by the Partnership,
not including $500 which is the General Partner's contribution. The Partnership
funded fifteen loans between October 1986 and August 1988 utilizing $8,466,875
of capital proceeds collected, net of participations. As of December 31, 1995,
cumulative distributions to Limited Partners totaled $8,442,151, of which
$2,933,531 represents principal amortization, payoffs on seven loans, prepayment
penalties and proceeds from the sale of three properties.
At December 31, 1995, the Partnership had cash and cash equivalents aggregating
$250,761 which will be utilized for future distributions to partners and working
capital requirements. The sources of future liquidity and distributions to the
Limited and General Partners are expected to be from the collection of interest
and repayment of principal of the Partnership's mortgage loan investments. To
the extent that these sources are insufficient to meet the Partnership's needs,
the Partnership may rely on advances from Affiliates of the General Partner,
other short-term financing, or may liquidate certain mortgage loans or other
assets.
Results of Operations
Interest income on mortgage loans receivable decreased for the year ended
December 31, 1995, as compared to the year ended December 31, 1994, due to a
number of factors. On July 28, 1994 and May 23, 1995, the loans collateralized
by the properties located at 2906-10 Eastwood and 2659 South Austin,
respectively, were prepaid by the borrowers. Additionally, the loan
collateralized by the property located at 7434-42 North Hermitage was modified
in March 1995 to extend the loan for five years at an interest of 10.5% (a
decrease from 11%.) These decreases in interest income were partially offset by
an increase in the adjustable interest rate (5.687% to 6.747%) in the mortgage
loan receivable collateralized by the property located at 7428 West Washington
in April 1995. Interest income on mortgage loans receivable decreased for the
year ended December 31, 1994, as compared to the year ended December 31, 1993,
also due to a number of factors. On June 4, 1993, November 8, 1993 and July 28,
1994, the mortgage loans receivable collateralized by the properties located at
1728 West Farwell, 6724 Tudor Court and 2906-10 Eastwood, respectively, were
prepaid by the borrowers. Additionally, the mortgage loan receivable
collateralized by the property located at 7428 West Washington had a decrease in
the adjustable interest rate (6.333% to 5.687%) in April 1994. This decrease in
interest income was partially offset by the Partnership receiving a full year of
interest on the mortgage loans receivable collateralized by the properties
located at 5420 North Kenmore and 712-20 West Grace which were sold and the
Partnership provided financing to the purchasers on March 31, 1993 and October
19, 1993, respectively.
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<PAGE>
Rental income, property operating expenses and depreciation expense decreased
for the years ended December 31, 1995 and 1994, as compared to the year ended
December 31, 1993, due to the Partnership selling 5420 North Kenmore and 712-720
West Grace on March 31, 1993 and October 19, 1993, respectively.
Interest on investments increased for the years ended December 31, 1995 and
1994, as compared to the year ended December 31, 1993, due to an increase in
interest rates and the Partnership investing repayment proceeds before being
distributed to the Limited Partners.
The other income recorded by the Partnership for the year ended December 31,
1995, is primarily the prepayment penalty received for the payoff of the loan
collateralized by the property located at 2659 South Austin on May 23, 1995. The
other income recorded by the Partnership for the year ended December 31, 1994,
is primarily the prepayment penalty received from the payoff of the loan
collateralized by the property located at 2906-10 Eastwood on July 28, 1994. The
other income recorded by the Partnership for the year ended December 31, 1993,
is primarily the prepayment penalty received from the payoff of the loan
collateralized by the property located at 6724 Tudor Court on November 8, 1993.
Professional services to Affiliates increased for the years ended December 31,
1995 and 1994, as compared to the year ended December 31, 1993, due to an
increase in accounting services required by the Partnership. Professional
services to non-affiliates decreased for the years ended December 31, 1995 and
1994, as compared to the year ended December 31, 1993, due to the decrease in
legal expenses relating to properties owned by the Partnership through
foreclosure and subsequently sold.
General and administrative expenses to Affiliates decreased for the years ended
December 31, 1995 and 1994, as compared to the year ended December 31, 1993, due
to decreases in data processing, mortgage servicing fees and investor services
expenses. This increase was partially offset by an increase in postage. General
and administrative expenses to non-affiliates decreased for the year ended
December 31, 1995, as compared to the year ended December 31, 1994, due to
decreases in supplies and printing expenses.
The gain on sale of investment property recorded for the year ended December 31,
1993 is a result of the sales of 5420 North Kenmore and 712-720 West Grace on
March 31, 1993 and October 19, 1993, respectively. Also, an additional gain of
$18,125 was recorded in 1993 from the sale of 6910 North Sheridan, which was
related to the sale of that property in 1992. Reference is made to Note 3 of the
Notes to Financial Statements for further discussion on sales commission to
Affiliate.
Inflation
The Partnership's right to additional interest in connection with certain
mortgage notes as described in Note 4 of the Notes to Financial Statements,
appearing in Item 8 of this Annual Report, is intended to provide a hedge
against the impact of inflation. Sharing in the increases in rent and
appreciation of the value of the property collateralizing the mortgage notes
should result in an increase in the total yield of the notes, thereby offsetting
the effects of inflation. To date, the operations of the Partnership have not
been significantly affected by inflation.
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<PAGE>
Item 8. Financial Statements and Supplementary Data
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
Index
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants........................................ 9
Financial Statements:
Balance Sheets, December 31, 1995 and 1994............................. 10
Statements of Operations, for the years
ended December 31, 1995, 1994 and 1993............................... 11
Statements of Partners' Capital, for the years
ended December 31, 1995, 1994 and 1993............................... 12
Statements of Cash Flows, for the years ended
December 31, 1995, 1994 and 1993..................................... 13
Notes to Financial Statements.......................................... 15
</TABLE>
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.
-8-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Partners of Inland Mortgage
Investors Fund, L.P.
We have audited the financial statements of Inland Mortgage Investors Fund, L.P.
listed in the index on page 8 of this Form 10-K. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Inland Mortgage Investors Fund,
L.P. as of December 31, 1995 and 1994 and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
March 25, 1996
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<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
Balance Sheets
December 31, 1995 and 1994
Assets
------
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Cash and cash equivalents (Note 1)................ $ 250,761 265,659
Accrued interest and other receivables............ 47,500 59,242
Mortgage loans receivable (Note 4)................ 5,624,974 6,145,964
----------- -----------
Total assets...................................... $ 5,923,235 6,470,865
============ ============
Liabilities and Partners' Capital
---------------------------------
Liabilities:
Accounts payable................................ $ 858 623
Due to Affiliates (Note 3)...................... 3,740 423
Unearned income (Note 1)........................ 7,243 12,842
----------- -----------
Total liabilities............................. 11,841 13,888
----------- -----------
Partners' capital (Notes 1, 2 and 3):
General Partner:
Capital contribution.......................... 500 500
Cumulative net income......................... 257,535 231,055
Cumulative cash distributions................. (249,319) (222,500)
----------- -----------
8,716 9,055
----------- -----------
Limited Partners:
Units of $500. Authorized 40,000 Units,
20,129.24 Units outstanding at 1995 and
1994 (net of offering costs of $1,082,660,
of which $219,526 was paid to Affiliates)... 8,981,960 8,981,960
Cumulative net income......................... 5,362,869 4,867,630
Cumulative cash distributions................. (8,442,151) (7,401,668)
----------- -----------
5,902,678 6,447,922
----------- -----------
Total Partners' capital....................... 5,911,394 6,456,977
----------- -----------
Total liabilities and Partners' capital........... $ 5,923,235 6,470,865
============ ============
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
Statements of Operations
For the years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
Income: 1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Interest and fees on mortgage loans
receivable (Note 4)............... $549,635 604,059 614,605
Rental income....................... - - 146,180
Interest on investments............. 36,270 25,975 18,521
Other income........................ 10,591 5,029 15,583
-------- -------- --------
596,496 635,063 794,889
-------- -------- --------
Expenses:
Professional services to
Affiliates........................ 17,030 17,890 15,570
Professional services to
non-affiliates.................... 18,690 17,967 31,914
General and administrative
expenses to Affiliates............ 32,367 34,537 39,661
General and administrative
expenses to non-affiliates........ 6,690 8,992 5,292
Property operating expenses
to Affiliates..................... - - 8,012
Property operating expenses
to non-affiliates................. - - 123,830
Depreciation........................ - - 28,908
-------- -------- --------
74,777 79,386 253,187
-------- -------- --------
Income from operations................ 521,719 555,677 541,702
Gain on sale of investment property... - - 44,434
-------- -------- --------
Net income............................ $521,719 555,677 586,136
======== ======== ========
Net income allocated to (Note 2):
General Partner..................... $ 26,480 26,766 28,394
Limited Partners.................... 495,239 528,911 557,742
-------- -------- --------
Net income............................ $521,719 555,677 586,136
======== ======== ========
Net income from operations allocated
to the one General Partner Unit..... $ 26,480 26,766 28,394
======== ======== ========
Net income allocated to Limited
Partners per Limited Partnership
Units of 20,129.24.................. $ 24.60 26.28 27.71
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
Statements of Partners' Capital
For the years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
--------- ---------- ----------
<S> <C> <C> <C>
Balance at January 1, 1993.......... $ 9,837 7,422,715 7,432,552
Net income for the year ended
December 31, 1993................. 28,394 557,742 586,136
Distributions to Partners ($43.15 per
Limited Partnership Unit based on
Units of 20,129.24)(Note 2)....... (28,523) (868,493) (897,016)
--------- ---------- ----------
Balance at December 31, 1993........ 9,708 7,111,964 7,121,672
Net income for the year ended
December 31, 1994................. 26,766 528,911 555,677
Distributions to Partners ($59.26 per
Limited Partnership Unit based on
Units of 20,129.24)(Note 2)....... (27,419) (1,192,953) (1,220,372)
--------- ---------- ----------
Balance at December 31, 1994........ 9,055 6,447,922 6,456,977
Net income for the year ended
December 31, 1995................. 26,480 495,239 521,719
Distributions to Partners ($51.69 per
Limited Partnership Unit based on
Units of 20,129.24)(Note 2)....... (26,819) (1,040,483) (1,067,302)
--------- ---------- ----------
Balance at December 31, 1995........ $ 8,716 5,902,678 5,911,394
========= ========== ==========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
----------- ---------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income............................. $ 521,719 555,677 586,136
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation......................... - - 28,908
Gain on sale of investment
properties.......................... - - (44,434)
Unearned income...................... (5,599) (6,809) (5,061)
Changes in assets and liabilities:
Accrued interest and other
receivables....................... 11,742 5,092 (9,012)
Prepaid expenses................... - - 2,708
Deposits and other assets.......... - - 6,489
Accounts payable................... 235 (704) (8,074)
Due to Affiliates.................. 3,317 104 (4,581)
Deposits held for others........... - - 8,771
Accrued real estate taxes.......... - - (79,890)
----------- ---------- --------
Net cash provided by operating
activities.............................. 531,414 553,360 481,960
----------- ---------- --------
Cash flows from investing activities:
Principal payments collected (net)..... 520,990 418,382 826,802
Participations reacquired.............. - - (394,661)
Additions to investment properties..... - - (2,992)
Proceeds from sale of investment
properties............................ - - 165,557
----------- ---------- --------
Net cash provided by investing
activities.............................. 520,990 418,382 594,706
----------- ---------- --------
Cash flows from financing activities:
Distributions paid..................... (1,067,302) (1,220,372) (897,016)
----------- ---------- --------
Net cash used in financing
activities.............................. (1,067,302) (1,220,372) (897,016)
----------- ---------- --------
Net increase (decrease) in cash and
cash equivalents........................ (14,898) (248,630) 179,650
Cash and cash equivalents at
beginning of year....................... 265,659 514,289 334,639
----------- ---------- --------
Cash and cash equivalents at
end of year............................. $ 250,761 265,659 514,289
=========== ========== ========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
Statements of Cash Flows
(continued)
For the years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
--------- --------- ----------
<S> <C> <C> <C>
Sales of investment properties (Note 5):
Addition to mortgage loans
receivable................................ $ - - (1,295,307)
Reduction of investment properties......... - - 1,522,029
Reduction of accumulated
depreciation.............................. - - (62,813)
Due to Affiliates for deferred
sales commission (Note 3)................. - - (18,125)
Security deposits and rent................. - - (24,661)
Gain on sale of investment
properties................................ - - 44,434
--------- --------- ----------
Proceeds from sale of investment
properties................................ $ - - 165,557
========= ========= ==========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
Notes to Financial Statements
For the years ended December 31, 1995, 1994 and 1993
(1) Organization and Basis of Accounting
Inland Mortgage Investors Fund, L.P. (the "Partnership") was organized on
December 5, 1985, pursuant to the Delaware Revised Uniform Limited Partnership
Act, to make or acquire loans collateralized by mortgages on improved, income-
producing multi-family residential properties in or near the Chicago
metropolitan area. On February 12, 1986, the Partnership commenced an Offering
of 40,000 Limited Partnership Units pursuant to a Registration Statement on Form
S-11 under the Securities Act of 1933. The Offering terminated on February 12,
1987, with total sales of 20,129.24 Units at $500 per Unit resulting in
$10,064,620 of gross offering proceeds, not including the General Partner's
contribution of $500. Inland Real Estate Investment Corporation is the General
Partner.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
Offering costs have been offset against the Limited Partners' capital accounts.
Loan assumption fees received are deferred as unearned income and amortized over
the remaining life 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 fair value due to the short maturity of those instruments.
Disclosure of the estimated fair value of financial instruments is made in
accordance with the requirements of Statement of Financial Accounting Standards
No. 107, "Disclosures About Fair Value of Financial Instruments." The estimated
fair value amounts have been determined by using available market information
and appropriate valuation methodologies.
The fair value of the mortgage loans receivable and related mortgage interest
receivable is based upon contractual payments to be received and current market
interest rates for issuance of mortgage loans with similar terms and maturities.
The estimated fair value of the mortgage loans receivable at December 31, 1995
approximates their carrying value.
Interest income on mortgage loans receivable is accrued when earned. The accrual
of interest, on loans that are in default, is discontinued when, in the opinion
of the General Partner, the borrower has not complied with loan work-out
arrangements. Once a loan has been placed on a non-accrual status, all cash
received is applied against the outstanding loan balance until such time as the
borrower has demonstrated an ability to make payments under the terms of the
original or renegotiated loan agreement. The Partnership intends to pursue
collection of all amounts currently due from the borrowers.
-15-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
The Partnership sold four participations in mortgage loans receivable which
yielded the Partnership a return which is greater than the return based on the
stated interest rate of the instrument. The differential between the stated rate
and the interest rate paid to the participant was recognized as income over the
term of the mortgage loan.
No provision for Federal income taxes has been made as the liability for such
taxes is that of the Partners rather than the Partnership.
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:
<TABLE>
<CAPTION>
1995 1994
---------------------- ----------------------
GAAP Tax GAAP Tax
Basis Basis Basis Basis
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Total assets................ $5,923,235 5,923,235 $6,470,865 6,470,865
Partners' capital:
General Partner........... 8,716 1,614 9,055 1,614
Limited Partners.......... 5,902,678 5,909,780 6,447,922 6,455,363
Net income:
General Partner........... 26,480 26,819 26,766 27,419
Limited Partners.......... 495,239 494,900 528,911 528,258
Net income per Limited
Partnership Unit.......... 24.60 24.59 26.28 26.24
</TABLE>
(2) Partnership Agreement
The Partnership Agreement defines the distribution of Operating Cash Flow. Such
Operating Cash Flow will be distributed 90% to the Limited Partners and 10% to
the General Partner. Of the 10% of Operating Cash Flow allocated to the General
Partner, one-half shall be subordinated to the Limited Partners' receipt of a
Cumulative Preferred Return of 14% per annum. Distributions of Loan Repayment
Proceeds will be distributed first to Limited Partners in proportion to their
participating percentages until they have received an amount equal to their
Invested Capital plus any deficiency in the Cumulative Preferred Return.
Thereafter, any remaining Repayment Proceeds which are available for
distribution will be distributed 90% to the Limited Partners and 10% to the
General Partner.
-16-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
The General Partner will be allocated net operating profits of the Partnership
in an amount equal to the greater of 1% of net operating profits or the amount
of the General Partner's distributive share of Operating Cash Flow, with the
balance of such net operating profits allocated to the Limited Partners. The
General Partner will be allocated net operating profits from repayments in an
amount equal to the General Partner's distributive share of Repayment Proceeds,
with the balance of such net operating profits allocated to the Limited
Partners. Net operating losses will be allocated 1% to the General Partner and
99% to the Limited Partners.
(3) Transactions with Affiliates
The General Partner and its Affiliates are 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 $3,740 and $423 was unpaid as of December 31, 1995 and
1994, respectively.
Inland Mortgage Servicing Corporation, a subsidiary of the General Partner,
services the Partnership's mortgage loans receivable. Its services include
processing mortgage loan collections and escrow deposits and maintaining related
records. For these services, the Partnership is obligated to pay fees at an
annual rate equal to 1/4 of 1% of the outstanding mortgage loans receivable
balance of the Partnership. Such fees of $14,838 in 1995, $16,040 in 1994 and
$16,336 in 1993 have been incurred and paid to the subsidiary and are included
in the Partnership's general and administrative expenses to Affiliates.
An Affiliate of the General Partner earned Property Management Fees in
connection with managing the Partnership's properties in prior years. Such fees
of $8,012 in 1993 have been incurred and paid to the Affiliate and are included
in the Partnership's property operating expenses to Affiliates. No Property
Management Fees were incurred in 1995 or 1994.
In connection with the sales of 6910 North Sheridan, 5420 North Kenmore and 712-
720 West Grace, sales commissions of $18,125, $27,500 and $14,553, respectively,
that have not been included in the costs of sale, may be payable to an Affiliate
of the General Partner to the extent that the Limited Partners have received
their Original Capital plus a return thereon as specified in the Partnership
Agreement.
-17-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(4) Mortgage Loans Receivable
Mortgage loans receivable are collateralized by first mortgages and wrap
mortgages on multi-family residential properties located in Chicago, Illinois or
its surrounding metropolitan area. As additional collateral, the Partnership
holds assignments of rents and leases or personal guarantees of the borrowers.
Generally, the mortgage notes are payable in equal monthly installments based on
20 or 30 year amortization periods.
Mortgage loans receivable consist of the following:
<TABLE>
<CAPTION>
Balance at
Interest Balloon Monthly December 31,
Rate at Maturity at P & I -------------------------
Property Location 12/31/95 Date Maturity Prepayment Payments 1995 1994
- --------------------- -------- -------- ----------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Penn./Kenilworth, (A) 8.9% January $958,742 No Prepayment $8,564 $ 976,695 991,805
Glen Ellyn 1997
5830 W. 87th Street, (A,C) 8.9% January 430,612 No Prepayment 3,847 438,675 445,461
Burbank 1997
7428 W. Washington, (C) 6.747% March 823,307 At any time 6,261 846,712 864,927
Forest Park 1997 without penalty
2659 S. Austin, (B,C,E) - - - - - - 448,981
Cicero
7434-42 N. Hermitage, (F) 10.5% March 549,602 No Prepayment 5,673 585,029 591,094
Chicago 2000
Indian Trail Road, (A) 9.9% August 971,567 No Prepayment 9,311 1,008,854 1,020,096
Aurora 1998
6910 N. Sheridan, (D) 9.75% August 477,099 60 days notice 4,425 497,312 501,685
Chicago 1999 & 3% penalty
5420 N. Kenmore, (D) 9.5% March 801,193 60 days notice 7,147 834,842 840,978
Chicago 2000 & 3% penalty
712-20 W. Grace, (D) 8.00% October 411,808 At any time 3,268 436,855 440,937
Chicago 2000 without penalty ---------- ----------
$5,624,974 6,145,964
========== ==========
</TABLE>
-18-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(A) These notes include provisions that entitle the Partnership to additional
interest based on percentages (25-55%) of the excess of gross operating
income of the properties over specified base rental income amounts plus
percentages (25-50%) of the appreciated value of the property at maturity,
defined as the difference between the market value of the properties at
maturity and specified amounts. During 1995 and 1994, the Partnership
received $14,808 and $11,264, respectively, in such additional interest
based on percentages of operating income from the properties.
(B) On April 1, 1988, the Partnership sold participations in first mortgage
loans aggregating $1,000,000. The participation percentage ranged from
approximately 20% to 40% at an annual interest rate of 9.75%. The
Participant, an unrelated third party lender, participated in payments in
accordance to its participating percentage. On July 9, 1993, the
Partnership reacquired the participations in the first mortgage loans from
the unaffiliated third party lender. The balances of these participations
at payoff were:
2659 South Austin, Cicero $182,892
6724 Tudor Court, Westmont 77,007
2906-10 Eastwood, Chicago 134,762
--------
$394,661
The Partnership was able to reacquire these participations after receiving
proceeds from the prepayment of the 1728 West Farwell mortgage loan
receivable in June 1993. The General Partner believed it was in the best
interest of the Partnership to reacquire the participations, which were at
a 9.75% interest rate. The original first mortgage loans had interest rates
of 11%, 11.5% and 11.375% for Austin, Tudor and Eastwood, respectively.
(C) These mortgage loans have been assumed by the purchasers of the property
collateralizing the loans. The terms of these loans were not changed by the
assumption and the Partnership's approval of the purchasers was required
prior to the assumption. The Partnership has also received fees ranging
from 1% to 2% in connection with the assumptions, which are amortized and
recognized as income over the remaining terms of the loans.
(D) These mortgage loans are collateralized by properties which the
Partnership, or an Affiliate of the General Partner, previously owned
through foreclosure. The properties were sold to unaffiliated third parties
and financing was provided by the Partnership. Reference is made to Note 5
of the Notes to Financial Statements for further discussion on the sales of
these properties.
(E) On May 23, 1995, the loan collateralized by the property located at 2659
South Austin, Chicago was prepaid by the borrower. The total proceeds
received from the prepayment were $459,103, which represented the current
loan balance, accrued interest and a 2% prepayment penalty. The proceeds
were distributed to the Limited Partners in July 1995.
-19-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(F) Effective March 1, 1995, the Partnership and the borrower have agreed to
extend the loan collateralized by the property located at 7434-42 North
Hermitage, Chicago, for an additional five years. The new loan will be paid
based on a 30-year amortization schedule at an interest rate of 10.5% per
annum and a balloon payment due March 2000.
(5) Sales of Investment Properties
5420 North Kenmore; Chicago, Illinois
On March 31, 1993, the Partnership sold the 56-unit apartment building located
at 5420 North Kenmore to an unaffiliated third party for $1,000,000. The
Partnership provided financing in the amount of $850,000. The amount financed
will be paid based on a 30-year amortization schedule at an interest rate of
9.5% per annum and a balloon payment due March 2000. The original loan made by
the Partnership on this property was $900,000. The Partnership acquired a deed
in lieu of foreclosure on this property on May 15, 1992 and recorded it as an
investment in property at an amount of $964,741, net of $36,308 in accumulated
depreciation through March 1993. The gain on sale recorded by the Partnership
for this property was $4,609, net of costs of sale of $30,650. In connection
with the sale of this property, a sales commission of $27,500, that has not
been included in the costs of sale, may be payable to an Affiliate of the
General Partner to the extent that the Limited Partners have received their
Original Capital plus a return thereon as specified in the Partnership
Agreement. A portion of the net cash received was used to replenish the
Partnership's working capital reserve up to 1% of gross offering proceeds. The
balance of the net cash received was distributed to investors in April 1993.
712-720 West Grace; Chicago, Illinois
On October 19, 1993, Inland Mortgage Investment Corporation ("IMIC") sold the
34-unit apartment building located at 712-720 West Grace to an unaffiliated
third party for $900,000. IMIC provided financing in the amount of $765,000.
The amount financed will be paid based on a 30-year amortization schedule at an
interest rate of 8% per annum and a balloon payment October 2000. The
Partnership's share of the new loan was $445,307. The original participation
made by the Partnership, net of the portion sold to the third party lender, was
$482,000. The Partnership was recording this property as an investment in
property as of May 15, 1992 at an amount of $494,479, net of $26,501 in
accumulated depreciation through October 1993. The gain on sale recorded by the
Partnership for the property was $21,700, net of costs of sale of $7,711. In
connection with the sale of this property, a sales commission of $14,553, that
has not been included in the costs of sale, may be payable to an Affiliate of
the General Partner to the extent that the Limited Partners have received their
Original Capital plus a return thereon as specified in the Partnership
Agreement. The net cash received was distributed to investors in January 1994.
-20-
<PAGE>
INLAND MORTGAGE INVESTORS FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
6910 North Sheridan Road; Chicago, Illinois
On September 1, 1992, the Partnership sold the 26-unit apartment building
located at 6910 North Sheridan Road to an unaffiliated third party for
$625,000. The Partnership provided financing in the amount of $510,103. The
amount financed will be paid based on a 30-year amortization schedule with an
interest rate of 9.75% per annum and a balloon payment due in seven years. The
original loan made by the Partnership on this property was $500,000. The
Partnership acquired title to this property on August 29, 1991 and recorded it
as an investment in property at an amount of $472,736, net of $54,365 in
accumulated depreciation. The gain on sale recorded by the Partnership for this
property was $123,476 for 1992 and $18,125 for 1993. The net cash received was
used to replenish the Partnership's working capital reserve for 1988 and 1989
delinquent real estate taxes paid when this property was acquired. In
connection with the sale of this property, a sales commission of $18,125, that
has not been included in the costs of sale, may be payable to an Affiliate of
the General Partner to the extent that the Limited Partners have received their
Original Capital plus a return thereon as specified in the Partnership
Agreement.
(6) Subsequent Events
In January 1996, the Partnership paid a distribution of $144,320 to the
Partners of which $137,977 was distributed to the Limited Partners and $6,343
was distributed to the General Partner. Of the $137,977 distributed to the
Limited Partners, $17,466 was repayment proceeds and the remainder was net
interest income.
-21-
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There were no disagreements on accounting or financial disclosure during 1995.
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 property, and
make and acquire loans collateralized by mortgages on improved, income
producing multi-family residential 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-offered 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 10
and 11 of the Prospectus, 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
Catherine L. Lynch......... Treasurer
Roberta S. Matlin.......... Assistant Vice President-Investments
Mark Zalatoris............. Assistant Vice President-Due Diligence
Patricia A. Challenger..... Vice President-Asset Management
Frances C. Panico.......... Vice President-Mortgage Corporation
Raymond E. Petersen........ Vice President-Mortgage Corporation
Paul J. Wheeler............ Vice President-Personal Financial Services Group
Cynthia M. Hassett......... Assistant Vice President-Partnership Accounting
Venton J. Carlston......... Assistant Controller
-22-
<PAGE>
DANIEL L. GOODWIN (age 52) 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 also Chairman of
the Bank Holding Company of American National Bank of DuPage. Currently he is
the President of Inland Mortgage Investment Corporation.
Mr. Goodwin has been in the housing industry for more than 25 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. He
has developed thousands of housing units in the Midwest, New England, Florida,
and the Southwest. He is also the author of a nationally recognized reference
book for the management of residential properties.
Mr. Goodwin serves on the Board of the Illinois State Affordable Housing Trust
Fund for the past 6 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 him 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
1980's 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 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 Chicago Public Schools. His commitment to education
has continued through his work with the Better Boys Foundation's 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. He served as a member of the Board
of Governors of Illinois State Colleges and Universities, and he is currently a
trustee of Illinois Benedictine College. He was elected Chairman of
Northeastern Illinois University Board of Trustees in January 1996.
-23-
<PAGE>
Mr. Goodwin served as a member of Governor Jim Edgar's Transition Team. In
1988 he received the Outstanding Business Leader Award from the Oak Brook
Jaycees. He also serves as the Chairman of the Illinois Speaker of the House
of Representatives Club, and has been the General Chairman of the National
Football League Players Association Mackey Awards for the benefit of inner-city
youth. In March 1994, he won the Excellence in Business Award from the DuPage
Area Association of Business and Industry. Additionally, he was honored by
Little Friends on May 17, 1995 for rescuing their Parent-Handicapped Infant
Program when they lost their lease last year, and on June 9, he received the
1995 March of Dimes Birth Defects Foundation Life Achievement Award.
ROBERT H. BAUM (age 52) has been with Inland 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 all
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, as
well as a member of several bar associations. Mr. Baum has been admitted to
practice before the Supreme Courts of the United States and the State of
Illinois, as well as the bars of several federal courts of appeals and federal
district courts. 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 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 52) joined Inland in 1968. Mr. Cosenza, is a
director, Vice Chairman and Chief Executive Officer of the Inland Group Inc.
Mr. Cosenza oversees, coordinates and directs Inland's many enterprises and, in
addition, immediately supervises a staff of five 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, Mr. Cosenza taught at the
LaGrange School District in Hodgkins, and from 1968 to 1972, he served as
Assistant Principal and teacher in the Wheeling School District. He 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 part owner of American
National Bank of DuPage and Burbank State Bank, and has served on the Board of
Directors of Continental Bank of Oakbrook Terrace.
-24-
<PAGE>
ROBERT D. PARKS (age 52) joined Inland in 1968. He is Director of The
Inland Group, Inc. and is President, Chairman and Chief Executive Officer of
Inland Real Estate Investment Corporation and is Director of Inland Securities
Corporation. Mr. Parks is responsible for the ongoing administration of
existing partnerships, corporate budgeting and administration for Inland Real
Estate Investment Corporation. He oversees and coordinates the marketing of
all limited partnership interests nationwide and has overall responsibility for
the portfolio management of all partnership investments and investor relations.
Mr. Parks received his B.A. degree from Northeastern Illinois University and
M.A. degree from the University of Chicago. He is a registered Direct
Participation Program Principal with the National Association of Securities
Dealers, Inc., and a licensed real estate broker. He is a member of the Real
Estate Investment Association and a member of the board of NAREIT.
CATHERINE L. LYNCH (age 37) 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 Peat Marwick 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. She is registered with the
National Association of Securities Dealers as a Financial Operations Principal.
ROBERTA S. MATLIN (age 51) 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. 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 38) 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 43) 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 salesperson, NASD
registered securities sales representative and is a member of the Urban Land
Institute.
-25-
<PAGE>
FRANCES C. PANICO (age 46) joined Inland in 1972 and is currently President
of Inland Mortgage Servicing Corporation. Ms. Panico oversees the operation of
loan services, which has a loan portfolio in excess of $612 million. She
previously supervised the origination, processing and underwriting of single-
family mortgages, and she packaged and sold mortgages to secondary markets. Ms.
Panico's other primary duties at Inland have included coordinating collection
procedures and overseeing the default analysis and resolution process. Ms.
Panico received her B.A. in Business and Communication from Northern Illinois
University in 1972.
RAYMOND E. PETERSEN (age 56) joined Inland in 1981. Mr. Petersen is
responsible for the selection and approval of all corporate and limited
partnership financing, as well as for the daily supervision of the commercial
lending activity of Inland Mortgage Corporation, where he is President. For the
six years prior to joining Inland, Mr. Petersen was affiliated with the mortgage
banking firm of Downs, Mohl Mortgage Corporation, serving as President and Chief
Executive Officer. Previously he was also associated with the mortgage banking
houses of B.B. Cohen & Company and Percy Wilson Mortgage and Finance
Corporation. Mr. Petersen's professional credentials include a B.A. degree from
DePaul University, senior membership in the National Association of Review
Appraisers, state license as a real estate broker and licensed securities
representative. Mr. Petersen was also a Director and Chairman of the Asset and
Liability Committee of American National Bank of Downers Grove.
PAUL J. WHEELER (age 43) joined Inland in 1982 and is currently the
President of Inland Property Sales, Inc. and President of Inland Securities
Corporation, Inland's broker/dealer. 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, a
licensed real estate broker and is registered with the National Association of
Securities Dealers, Inc. as a General Securities Principal. For three years
prior to joining Inland, Mr. Wheeler was Vice President/Finance at the real
estate brokerage firm of Quinlan & Tyson, Inc.
CYNTHIA M. HASSETT (age 37) joined Inland in 1983 and is a Vice President of
Inland Real Estate Investment Corporation. Ms. Hassett 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. Hassett was on the audit staff of Altschuler, Melvoin and
Glasser since 1980. She received her B.S. degree in Accounting from Illinois
State University. Ms. Hassett is a Certified Public Accountant and a member of
the American Institute of Certified Public Accountants.
VENTON J. CARLSTON (age 38) 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 American Institute of Certified Public Accountants and the Illinois CPA
Society. He is registered with the National Association of Securities Dealers,
Inc. as a Financial Operations Principal.
-26-
<PAGE>
Item 11. Executive Compensation
The General Partner is entitled to receive a share of cash distributions, when
and as cash distributions are made to the Limited Partners, as described under
the caption "Cash Distributions" and a share of profit and losses as described
under the caption "Allocation of Profits or Losses" of the Prospectus.
The Partnership is permitted to engage in various transactions involving
Affiliates of the General Partner of the Partnership, as described under the
captions "Compensation and Fees" at pages 8 and 9, "Conflicts of Interest" at
pages 10 and 11 of the Prospectus and at pages A-9 through A-17 of the
Partnership Agreement, which is incorporated herein by reference. The
relationship of the General Partner (and its directors and officers) to its
Affiliates is set forth above in Item 10.
The General Partner may be reimbursed for salaries and direct expenses of
employees of the General Partner and its Affiliates for the administration of
the Partnership. In 1995, costs relating to such services were $34,559, of which
$3,740 was unpaid as of December 31, 1995.
A subsidiary of the General Partner earned mortgage servicing fees of $14,838 in
1995, in connection with servicing the Partnership's mortgage loans receivable.
In connection with the sales of 6910 North Sheridan, 5420 North Kenmore and 712-
720 West Grace, sales commissions of $18,125, $27,500 and $14,553, respectively,
that have not been included in the costs of sale, may be payable to an Affiliate
of the General Partner to the extent that the Limited Partners have received
their Original Capital plus a return thereon as specified in the Partnership
Agreement.
-27-
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The Liquidity Plan (page 18 of the Prospectus of the Partnership dated
February 12, 1986, which is incorporated herein by reference) owns the
following Units of the Partnership as of December 31, 1995:
Amount and Nature
of Beneficial Percent
Title of Class Ownership of Class
-------------- ----------------- --------
Limited Partnership 5,561.83 Units directly 27.63%
Units
(b) The officers and directors of the General Partner of the Partnership own as
a group the following Units of the Partnership as of December 31, 1995:
Amount and Nature
of Beneficial Percent
Title of Class Ownership of Class
-------------- ----------------- --------
Limited Partnership 243.27 Units directly 1.21%
Units
No officer or director of the General Partner of the Partnership possesses a
right to acquire beneficial ownership of Units of the Partnership.
All of the outstanding shares of the General Partner of the Partnership are
owned by an Affiliate or its officers and directors as set forth above in
Item 10.
(c) There exists no arrangement, known to the Partnership, the operation of
which may, at a subsequent date, result in a change in control of the
Partnership.
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 3 of the Notes to Financial
Statements (Item 8 of this Annual Report) for information regarding related
party transactions.
-28-
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The financial statements listed in the index on page 8 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 Certificate of
Limited Partnership, included as Exhibits A and B to the Prospectus dated
February 12, 1986, as supplemented, are incorporated herein by reference
thereto.
28 Prospectus dated February 12, 1986, as supplemented, included in Post-
Effective Amendment No. 2 to Form S-11 Registration Statement, File No. 33-
2377, 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
No reports on Form 8-K have been filed since the beginning of the last
quarter of the period covered by this report.
No Annual Report or proxy material for the year 1995 has 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.
-29-
<PAGE>
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 MORTGAGE INVESTORS FUND, L.P.
Inland Real Estate Investment Corporation
General Partner
By: Robert D. Parks
Chairman of the Board
and Chief Executive Officer
Date: March 28, 1996
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
By: Robert D. Parks
Chairman of the Board
and Chief Executive Officer
Date: March 28, 1996
By: Mark Zalatoris
Vice President
Date: March 28, 1996
By: Cynthia M. Hassett
Principal Financial Officer
and Principal Accounting Officer
Date: March 28, 1996
By: Daniel L. Goodwin
Director
Date: March 28, 1996
By: Robert H. Baum
Director
Date: March 28, 1996
-30-
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
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0
0
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