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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 1995
CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
NORTH CAROLINA
(State or other jurisdiction of incorporation)
0-15571 56-1494619
(Commission File Number) (IRS Employer Identification No.)
4112 Blue Ridge Road, Suite 210 27612
Raleigh, North Carolina (Zip Code)
(Address of principal executive offices)
(919) 781-1700
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The Registrant, Churchill & Banks, Ltd. ("Churchill & Banks"), and ADA
Corporation of North Carolina ("ADA") have executed an amendment to the
agreement dated April 20, 1995 for Churchill & Banks to purchase certain tracts
of real property owned by the Registrant and ADA. Set forth below is a summary
of some of the material terms of the amendment, which summary should be read in
conjunction with the full terms of the amendment, a copy of which is included
as an exhibit hereto and is incorporated herein in its entirety.
On April 20, 1995, Registrant, Churchill & Banks and ADA entered into an
Agreement for the Purchase and Sale of Real Estate, pursuant to which the
Registrant will sell a parcel of land in the Wellington Park subdivision of the
Town of Cary, Wake County, North Carolina. On August 9, 1995, Registrant,
Churchill & Banks and ADA entered into an amendment pursuant to which Churchill
& Banks shall have the right to terminate the agreement in the event that
Churchill & Banks is unable to enter into a lease agreement with Lowe's Food
Stores, Inc. on or before December 8, 1995.
Also pursuant to the amendment, the closing date for the sale has been extended
until February 9, 1996. Churchill & Banks shall have the option to further
extend the closing date up to an additional sixty (60) days.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Amendment dated August 9, 1995, to the Agreement for the
Purchase and Sale of Real Estate dated as of April 20, 1995
between the Registrant, Churchill & Banks, Ltd., and ADA
Corporation of North Carolina, which is attached as an
exhibit to Form 8-K of Registrant dated April 20, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAROLINA INVESTMENT PARTNERS, LIMITED
PARTNERSHIP
By: WALSMITH ASSOCIATES TWO,
General Partner
Date: August 17, 1995 By: Donald F. Waltson
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Donald F. Waltson
General Partner
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
10 Agreement for Purchase and sale of Real
Estate dated as of April 20, 1995 between
the Registrant, Churchill & Banks, Ltd.,
and ADA Corporation of North Carolina.
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EXHIBIT 10
FIRST AMENDMENT TO AGREEMENT FOR THE
PURCHASE AND SALE OF REAL ESTATE
This First Amendment To Agreement for the Purchase and Sale of Real
Estate ("Amendment") dated this 9th day of August, 1995 by and between
CAROLINA INVESTMENT PARTNERS, a North Carolina limited partnership, ADA
CORPORATION OF NORTH CAROLINA, a North Carolina corporation (hereinafter
collectively referred to as "Sellers"), and CHURCHILL & BANKS, LTD., a Rhode
Island corporation (hereinafter referred to as "Purchaser").
W I T N E S S E T H :
WHEREAS, Sellers and Purchaser entered into that certain Agreement for
the Purchase and Sale of Real Estate ("Purchase Agreement") dated April 20,
1995, for the purchase and sale of approximately 17.169 acres of real property
located in Cary, Wake County, North Carolina, as the same is more particularly
described in the Purchase Agreement; and
WHEREAS, Purchaser has requested and Seller has agreed to extend the
Closing (as defined in the Purchase Agreement) and the date for payment of the
Additional Deposit (as defined in the Purchase Agreement) upon the terms and
conditions set forth hereinbelow.
NOW, THEREFORE, for and in consideration of the mutual promises and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Purchaser and
Sellers agree as follows:
1. The last sentence of Section 2.1, Purchase Price., is hereby
deleted and replaced with the following provision:
The sum of Seventy-Five Thousand ($75,000.00) Dollars (the "Additional
Deposit") shall be deposited by Purchaser on the earlier of (a)
October 9, 1995, or (b) five (5) days after execution of the lease
agreement between Purchaser and Lowes Food Stores, Inc.; provided,
however, that, if Purchaser and Lowes Food Stores, Inc. have not
entered into a lease agreement by October 9, 1995, Purchaser shall
have the right to extend the date upon which the Additional Deposit
must be deposited for two (2) successive thirty (30) day periods (each
said thirty (30) day period hereinafter referred to as an "Additional
Deposit Extension Period") upon payment to Sellers of One Thousand
($1,000.00) Dollars per Additional Deposit Extension Period, which
sum(s) will be nonrefundable and not applicable to the Purchase Price.
Notwithstanding anything to the contrary contained herein, in the
event that the Purchaser is unable to enter into a lease agreement
with Lowes Food upon terms and conditions satisfactory to Purchaser,
in Purchaser's sole discretion, prior to the expiration of the second
Additional Deposit Extension Period, Purchaser may terminate this
Agreement and all Deposits (excluding sums paid in accordance herewith
for any Additional Deposit Extension Period) shall be promptly
refunded to Purchaser.
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2. The first sentence of Section 3.1, Closing., is hereby deleted
and replaced with the following provision:
The conveyance of title, payment of the Purchase Price and performance
of other specified obligations of the Parties to be performed at the
closing (herein called the "Closing") shall occur on February 9, 1996;
provided, however, that Purchaser shall have the right to extend the
Closing for two (2) successive thirty (30) day periods (each said
thirty (30) day period hereinafter referred to as a "Closing Extension
Period") upon payment to Sellers of One Thousand ($1,000.00) Dollars
per Closing Extension Period, which sum(s) will be nonrefundable and
not applicable to the Purchase Price.
3. This Amendment shall be binding upon and inure to the benefit
of the successors and assigns of the respective parties.
4. This Amendment shall be construed under and in accordance with
the laws of the State of North Carolina.
Except as herein expressly modified, all of the terms and conditions
of the Purchase Agreement are hereby remain in full force and effect.
IN WITNESS WHEREOF, this Amendment of Agreement for the Purchase and
Sale of Real Estate has been duly executed by the parties hereto the date and
year first above written.
PURCHASER:
CHURCHILL & BANKS, LTD.
ATTEST:
Muriel A. Lanfredi
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Secretary
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(Corporate Seal)
By: Richard Baccari
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CEO
SELLER:
CAROLINA INVESTMENT PARTNERS
By: Alton L. Smith
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General Partner
WALSMITH ASSOCIATES TWO
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ADA CORPORATION OF NORTH CAROLINA
ATTEST:
Pamela G. Gay
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Secretary
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(Corporate Seal)
By: Donald Waltson
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Vice President
STATE OF RHODE ISLAND
COUNTY OF PROVIDENCE
I, Muriel A. Lanfredi, a Notary Public in and for the aforesaid County and
State, certify that Richard P. Baccari personally came before me this day and
acknowledged that (s)he is CEO of CHURCHILL & BANKS, LTD., a Rhode Island
corporation, and that by authority duly given and as the act of the corporation
the foregoing instrument was signed in its name by its CEO sealed with its
corporate seal, and attested by its ___________ Secretary.
Witness my hand and seal, this the 9th day of August, 1995.
Muriel A. Lanfredi
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Notary Public
My Commission Expires: 1/6/96
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STATE OF NORTH CAROLINA
COUNTY OF WAKE
I, Kathleen M. Sorrentino, a Notary Public in and for the aforesaid County and
State, certify that Alton L. Smith, General Partner of WALSMITH ASSOCIATES TWO,
General Partner of CAROLINA INVESTMENT PARTNERS, a North Carolina limited
partnership, personally appeared before me this day and acknowledged the due
execution of the foregoing instrument.
Witness my hand and seal, this the 9th day of August, 1995.
Kathleen M. Sorrentino
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Notary Public
My Commission Expires: 12-17-95 (SEAL)
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STATE OF NORTH CAROLINA
COUNTY OF WAKE
I, Kathleen M. Sorrentino, a Notary Public in and for the aforesaid County and
State, certify that Pamela G. Gay personally came before me this day and
acknowledged that (s)he is ____________ Secretary of ADA CORPORATION OF NORTH
CAROLINA, 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 Vice President, sealed with its corporate seal, and attested by its
___________ Secretary.
Witness my hand and seal, this the 9th day of August, 1995.
Kathleen M. Sorrentino
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Notary Public
My Commission Expires: 12-17-95 (SEAL)
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