SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------
FORM 10-Q
--------------------------------------------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997.
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________.
Commission file number 0-15571
CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
(Exact name or registrant as specified in its charter)
North Carolina 56-1494619
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4000 Blue Ridge Road, Suite 100
Raleigh, North Carolina 27612
(Address of principal executive office)
(Zip Code)
(919) 781-1700
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
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 |_|
The Exhibit Index is located on Page 14 .
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PART I - FINANCIAL INFORMATION
Item 1. Financial Information
a) Income Statement
STATEMENTS OF INCOME (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Gain on sale of land $ 165,465 $ 1,382,081 $ 335,142 $ 1,382,081
Extension fees 20,629 -0- 20,629 -0-
Deposits on sales contract -0- -0- -0- 11,300
Interest and other income 22,480 172 37,107 596
----------- ----------- ---------- -----------
Total Income 208,574 1,382,253 392,878 1,393,977
General and
administrative expenses 10,638 20,625 43,260 43,067
----------- ----------- ---------- -----------
NET INCOME
(LOSS) $ 197,936 $ 1,361,628 $ 349,618 $ 1,350,910
=========== =========== ========== ===========
Allocation of net income
(loss) to:
General Partner:
From Gain on sale of land $ 1,655 $ 13,821 $ 3,351 $ 13,821
From other operations 145 -0- 145 -0-
----------- ----------- ---------- -----------
Total to General Partner 1,800 13,821 3,496 13,821
----------- ----------- ---------- -----------
Limited Partners:
From Gain on sale of land 163,810 1,368,260 331,792 1,368,260
From other operations 32,326 (20,453) 14,330 (31,171)
----------- ----------- ---------- -----------
196,136 1,347,807 346,122 1,337,089
----------- ----------- ---------- -----------
TOTAL ALLOCATION $ 197,936 $ 1,361,628 $ 349,618 $ 1,350,910
=========== =========== ========== ===========
Net income (loss) per
limited partnership unit
(based on 5,900 weighted
average limited partnership
units outstanding):
From Gain on sale
of land $ 27.76 $ 231.91 $ 56.23 $ 231.91
From other
operations 5.48 (3.47) 2.43 (5.28)
----------- ----------- ---------- -----------
TOTAL PER UNIT $ 33.24 $ 228.44 $ 58.66 $ 226.63
=========== =========== ========== ===========
</TABLE>
================================================================================
See notes to unaudited financial statements.
2
<PAGE>
b) Balance Sheets
BALANCE SHEETS
September 30, 1997 December 31,1996
(Unaudited)
ASSETS
Cash $ 346,441 $ 194,254
Short-term investments 419,339 11,270
---------- ----------
CASH AND CASH EQUIVALENTS 765,780 205,524
Land held for investment--Note B 3,880,206 4,001,280
Other assets 928 -0-
---------- ----------
TOTAL ASSETS $4,646,914 $4,206,804
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Trade accounts payable and other
accrued liabilities $ 22,605 $ 13,898
Distribution not claimed by
limited partners 87,854 -0-
Accounts payable-related party 1,875 7,944
---------- ----------
TOTAL LIABILITIES 112,334 21,842
---------- ----------
PARTNERS' EQUITY
General partner's equity 3,496 -0-
Limited partners' equity; 5900
units authorized, issued,
and outstanding 4,531,084 4,184,962
---------- ----------
TOTAL PARTNERS' EQUITY 4,534,580 4,184,962
---------- ----------
TOTAL LIABILITIES
AND PARTNERS' EQUITY $4,646,914 $4,206,804
========== ==========
See notes to unaudited financial statements.
3
<PAGE>
c) Statements of Changes in Partners' Capital
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (Unaudited)
Limited General Limited
Partnership Partner's Partners'
Units Equity Equity Total
----- ------ ------ -----
Balance at
January 1, 1997 5,900 $ 0 $4,184,962 $4,184,962
Net income for the
nine months ended
September 30, 1997 3,496 346,122 349,618
------ ---------- ---------- ----------
BALANCE AT
SEPTEMBER 30, 1997 5,900 $ 3,496 $4,531,084 $4,534,580
====== ========== ========== ==========
Balance at
January 1, 1996 5,900 $-0- $4,818,568 $4,818,568
Net income for the
nine months ended
September 30, 1996 13,821 1,337,089 1,350,910
------ ---------- ---------- ----------
BALANCE AT
SEPTEMBER 30, 1996 5,900 $ 13,821 $6,155,657 $6,169,478
====== ========== ========== ==========
See notes to unaudited financial statements.
4
<PAGE>
d) Statements of Changes in Financial Position
STATEMENTS OF CASH FLOW (Unaudited)
Nine Months Ended
September 30
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 349,618 $ 1,350,910
Changes in assets and liabilities:
Decrease in land held for investment 121,074 820,903
Increase in other assets (928) (2,418)
Increase (decrease) in trade accounts
payable and distributions not
claimed by limited partners 90,492 (5,003)
--------- -----------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 560,256 2,164,392
--------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of loan from General Partner -0- (16,064)
--------- -----------
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES -0- (16,064)
--------- -----------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 560,256 2,148,328
Cash and cash equivalents at beginning
of period 205,524 33,338
--------- -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 765,780 $ 2,181,666
========= ===========
Supplemental disclosures of cash flow information
Cash paid for interest during the nine months ended
September 30 was $0 in 1997 and $1,127 in 1996.
See notes to unaudited financial statements.
5
<PAGE>
e) Notes to Financial Statements
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 1997
NOTE A - SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
Carolina Investment Partners, Limited Partnership (the "Registrant"), was
organized in 1985 to invest in real property which it will sell or lease
undeveloped or develop into office or commercial projects. Walsmith Associates
Two, a North Carolina general partnership, is the general partner (the "General
Partner").
Basis of Presentation:
The accompanying September 30, 1997 financial statements of the Registrant are
unaudited. In the opinion of the General Partner, all adjustments (consisting of
normal accruals) considered necessary for a fair presentation have been
included. Operating results for the period presented are not necessarily
indicative of the results that may be expected for the entire year.
NOTE B - LAND HELD FOR INVESTMENT AND RELATED COMMITMENTS AND TRANSACTIONS
In July, 1986, the Registrant purchased for $1,223,175 an undeveloped 16.3 acre
parcel of land in Cary, North Carolina, known as the Wellington Parcel, from
Wellington Park Associates ("WPA"), an affiliate of the General Partner. The
land is carried at the lower of (i) contract cost plus capitalized purchase and
closing costs or (ii) net realizable value. The Registrant may, at its option,
require WPA to repurchase the Wellington Parcel for approximately $3,669,000
(the "Put Option"). The contract under which the Registrant purchased the parcel
provides that WPA will share with the Registrant in any profits resulting from
the sale of the Wellington Parcel. More than 87.5% of the profits will be
retained by the Registrant if the Wellington Parcel is sold to a third party
other than by exercise of the Put Option by the Registrant. If the Put Option is
exercised, the Registrant will retain only 50% of the profit from sale of the
Wellington Parcel.
In June, 1986 the Registrant purchased for approximately $3,080,200 an
undeveloped 26.7 acre parcel of land in Cary, North Carolina, known as the
Martin Parcel, from an affiliate of the General Partner. The land is carried at
the lower of (i) contract cost plus capitalized purchase and closing costs or
(ii) net realizable value.
In September 1996 the Registrant sold approximately 10.9 acres of the Wellington
Parcel to a third party under the terms of an Agreement for the Purchase and
Sale of Real Estate, as amended ("the Agreement"), between the Registrant,
Wellington Center Associates LLC (successor to Churchill & Banks, Ltd.) ("WCA"),
and ADA Corporation of North Carolina ("ADA"), an affiliate of the Registrant's
General Partner. The total sales price for the property sold, a portion of which
was owned by ADA, was $2,400,000. This sales price was allocated among the
Registrant and ADA based upon acreage sold by each, with $2,388,000 to the
Registrant and $12,000 to ADA.
6
<PAGE>
On May 5, 1997 and August 26, 1997 the Registrant sold an additional .82 acres
and .79 acres, respectively, of the Wellington Parcel to WCA under the terms of
the Agreement for a gross sales price of $250,917 and $243,359, respectively.
The Registrant's net sale proceeds were as follows:
May 5, 1997 August 26, 1997
Sale Sale
Gross sales price $ 250,917 $ 243,359
Commissions and broker re-allowance fee (18,819) (18,252)
Deed stamps (502) (487)
--------- ---------
Net sales proceeds $ 231,596 $ 224,620
========= =========
Additionally, the Registrant received interest of $11,054 and $16,958,
respectively, from WCA at the closings under the terms of the Agreement.
Under the terms of the contract through which the Registrant purchased the
Wellington Parcel (see discussion above) none of the profit was due to WPA. The
Registrant's Partnership Agreement calls for the General Partner to be
allocated, at a minimum, 1% of any gain from the sale of property. Accordingly,
the General Partner's share of the year-to-date gain is $3,351 (net sales
proceeds of $456,216 less the Registrant's basis in the property sold, $121,074,
equals a gain of $335,142; 1% of which is $3,351).
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Registrant's operations resulted in net income of $197,936 and
$349,618 during the quarter and nine months ended September 30, 1997,
respectively, compared to net income of $1,361,628 and $1,350,910 during the
same periods of 1996. The primary differences between 1997 and 1996 were:
Quarter Ended September 30:
o A gain of $165,465 in 1997 from the sale of approximately .79 acres
of the Registrant's Wellington Parcel (see discussion below)
compared to a gain of $1,382,081 in 1996 from the sale of the Main
Site at Wellington (10.9 acres).
o Interest of $16,958 in 1997 received by the Registrant due to the
deferral of the property closing from September, 1996.
o Interest earnings in 1997 of $5,267 from certificates of deposit.
o $20,629 in non-refundable extension fees in 1997 for extensions of
the Closing Date on the Wellington Parcel contract, and no similar
transaction in 1996.
o Property taxes for 1997 are approximately $10,000 lower than 1996
due to the sale of property (see discussion below).
Nine Months Ended September 30:
o A gain of $335,142 in 1997, from the sale of approximately 1.61
acres of the Registrant's Wellington Parcel (see discussion below)
compared to a gain of $1,382,081 in 1996 from the sale of the Main
Site at Wellington (10.9 acres).
o Interest of $28,012 in 1997 received by the Registrant due to the
deferral of the property closing from September, 1996.
o Interest earnings in 1997 of $7,832 from certificates of deposit.
o $20,629 in non-refundable extension fees in 1997 for extensions of
the Closing Date on the Wellington Parcel contract, compared to
$11,300 in non-refundable deposits in 1996 for extensions on the
Wellington Parcel contract.
o Expenses in 1997 include a $3,300 adjustment in accounting fees for
the 1996 audit and tax returns. These fees were higher due to
additional audit and tax procedures required in relation to the 1996
land sale and distribution.
o Expenses in 1997 increased approximately $5,700 for additional
accounting and administrative services provided by related parties
of the Registrant's General Partner. These additional services
included (1) assistance with closing on the sale of property, (2)
follow-up procedures performed when checks from the November, 1996
distribution were not received by some limited partners or had to be
replaced, and (3) revision of the Registrant's annual Form 10-K and
financial statements.
8
<PAGE>
o Property taxes for 1997 are approximately $10,000 lower than 1996
due to the sale of property (see discussion below).
Changes in the Registrant's financial condition as of September 30, 1997,
in comparison to December 31, 1996, are primarily due to:
o the sale of approximately 1.61 acres of the Registrant's Wellington
Parcel (see discussion below), generating net sales proceeds of
$456,216, and interest and extension fees of $48,641. These funds
are invested in short-term certificates of deposit or are held in
checking and money market accounts.
o The recognition as a reduction of land held for investment of the
cost basis of property sold, $121,074, and
o reclassification of checks that remain outstanding from the
November, 1996 distribution to limited partners. These checks,
totaling $87,854 as of September 30, 1997, have been reclassified as
a liability to the limited partners.
The Registrant, WCA, and ADA executed an agreement (the "Agreement") for
WCA to purchase certain tracts of real property owned by the Registrant (the
Wellington Parcel) and ADA. The Agreement was amended in August 1995, April
1996, three times in September 1996, and again on September 12, 1997. In
addition to other matters, the amendments to the Agreement provided for 10.96
acres (the "Main Site"), of which 10.91 acres were owned by the Registrant, to
close in September 1996 and closing on the remaining 6.21 acres, consisting of
four outparcels (the "Outparcels"), of which 5.40 acres is owned by the
Registrant, to occur by March 10, 1997, with an additional 6 month extension
possible on the Outparcels, which WCA has exercised. The September 12, 1997
Amendment changed the outparcel closing date to December 15, 1997, required an
extension fee of $25,000 (of which $20,629 was the Registrant's), and included
other stipulations and penalties if the closing date is subsequently extended
beyond December 15, 1997. The purchase price for the land is $5.25 per net
square foot, which yields a sales price to the Registrant and ADA of $3,927,750.
The closing for the sale of the Main Site was held on September 25, 1996. The
Registrant's net sales proceeds was $2,202,984 (net of closing costs) for the
sale of the Main Site.
On May 5, 1997 and August 26, 1997 the Registrant sold an additional .82
and .79 acres of the Wellington Parcel to WCA under the terms of the Agreement
for a gross sale price of $250,917 and $243,359, respectively. The Registrant
also received $48,641 interest and extension fees based on the deferred
closings.
As of November 7, 1997, the Registrant has $757,330 in cash and short-term
investments, which is sufficient to meet its needs during the next year. The
General Partner anticipates the sale and closing of the remaining Outparcels
(see discussion above) by December 15, 1997. The WCA Agreement contains a number
of conditions to closing which must be satisfied prior to closing on the
remaining Outparcels which constitute approximately 3.7945 acres. Consequently,
there can be no assurance that the Agreement will result in a closing on the
remaining Outparcels. These sales, if closed, will provide the Registrant with
additional funds. The Registrant expects to combine funds from such sales, if
any, with existing funds, retaining a portion for future operating needs, and
distribute the remainder to the partners in accordance with the Partnership
Agreement.
9
<PAGE>
The Registrant maintains its excess funds in a money market account and
certificates of deposit at Triangle Bank. The General Partner believes these
accounts are an appropriate investment of the Registrant's funds. Until its
properties are sold, placed into development and/or refinanced, the Registrant
anticipates deficits from operations and administrative expenses.
Cautionary Statement Identifying Important Factors That Could Cause the
Registrant's Actual Results to Differ From Those Projected in Forward Looking
Statements.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this document, and any document
incorporated by reference herein, are advised that this document and
documents incorporated by reference into this document contain both
statements of historical facts and forward looking statements. Forward
looking statements are subject to certain risks and uncertainties, which
could cause actual results to differ materially from those indicated by
the forward looking statements. Examples of forward looking statements
include, but are not limited to (i) projections of revenues, income or
loss, earnings or loss per share, capital expenditures, dividends, capital
structure and other financial items, (ii) statements of the plans and
objectives of the Registrant or its management, including the introduction
of new products, or estimates or predictions of actions by customers,
suppliers, competitors or regulatory authorities, (iii) statements of
future economic performance, and (iv) statements of assumptions underlying
other statements and statements about the Registrant or its business.
This document and any documents incorporated by reference herein also
identify important factors which could cause actual results to differ
materially from those indicated by the forward looking statements. These
risks and uncertainties include uncertainties about whether real estate
sales under contract will close, the ability of the Registrant to sell its
other real estate assets, the price of real estate sales, environmental
and similar liabilities, future operating expenses and the adequacy of
capital resources to meet future operating expenses, which are described
herein and/or in documents incorporated by reference herein.
The cautionary statements made pursuant to the Private Litigation
Securities Reform Act of 1995 above and elsewhere by the Registrant should
not be construed as exhaustive or as any admission regarding the adequacy
of disclosures made by the Registrant prior to the effective date of such
Act. Forward looking statements are beyond the ability of the Registrant
to control and in many cases the Registrant cannot predict what factors
would cause actual results to differ materially from those indicated by
the forward looking statements.
10
<PAGE>
Part II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit No. 3.1 Amended Agreement of Limited Partnership of
the Registrant (incorporated by reference to
Exhibit 4.1 to the Registrant's Annual Report
filed on Form 10-K for the year ended
December 31, 1986).
Exhibit No. 10.1 Purchase Agreement between Registrant and
Walsmith Associates regarding the Martin
Parcel (incorporated by reference to Exhibit
10.1to the Registrant's Annual Report filed
on Form 10-K for the year ended December 31,
1986).
Exhibit No. 10.2 Offer to Purchase and Contract for the Sale
and Purchase of Real Estate, dated as of
January 24, 1986, between Wellington Park
Associates and the Registrant (incorporated
by reference to Exhibit 6A to the
Registrant's Quarterly Report filed on Form
10-Q for the period ended June 30, 1989).
Exhibit No. 10.3 Agreement between the North Carolina
Department of Transportation and Walsmith
Associates (incorporated by reference to
Exhibit 10.3 to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1986).
Exhibit No. 10.4 Assignment and Assumption Agreement between
the Registrant and Walsmith Associates
(incorporated by reference to Exhibit 10.4 to
the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1986).
Exhibit No. 10.5 Amendment to Offer to Purchase and Contract
for the Sale and Purchase of Real Estate,
dated as of February 1, 1990, between
Wellington Park Associates and the Registrant
(incorporated by reference to Exhibit 10.6 to
the Registrant's Annual Report filed on Form
10-K for the period ended December 31, 1989).
Exhibit No. 10.6 Agreement for the Purchase and Sale of Real
Estate, dated as of April 20, 1995, between
Churchill & Banks, Ltd., ADA Corporation of
North Carolina, and the Registrant
(incorporated by reference to Exhibit C to
the Registrant's Current Report filed on Form
8-K, dated April 20, 1995).
11
<PAGE>
Exhibit No. 10.7 First Amendment to the Agreement for the
Purchase and Sale of Real Estate, dated as of
August 9, 1995, between Churchill & Banks,
Ltd., ADA Corporation of North Carolina, and
the Registrant (incorporated by reference to
Exhibit C to the Registrant's Current Report
filed on Form 8-K, dated August 9, 1995).
Exhibit No. 10.8 Second Amendment to the Agreement for the
Purchase and Sale of Real Estate, dated as of
April 19, 1996, between Churchill & Banks,
Ltd., ADA Corporation of North Carolina, and
the Registrant (incorporated by reference to
Exhibit 28.5 to the Registrant's Quarterly
Report filed on Form 10-Q for the period
ended March 31, 1996).
Exhibit No. 10.9 Third Amendment to the Agreement for the
Purchase and Sale of Real Estate, dated as of
September 10, 1996, between Churchill &
Banks, Ltd., ADA Corporation of North
Carolina, and the Registrant (incorporated by
reference to Exhibit 10.1 to the Registrant's
Current Report filed on Form 8-K, dated
September 25, 1996).
Exhibit No. 10.10 Fourth Amendment to the Agreement for the
Purchase and Sale of Real Estate, dated as of
September __, 1996, between Churchill &
Banks, Ltd., ADA Corporation of North
Carolina, and the Registrant (incorporated by
reference to Exhibit 10.2 to the Registrant's
Current Report filed on Form 8-K, dated
September 25, 1996).
Exhibit No. 10.11 Fifth Amendment to the Agreement for the
Purchase and Sale of Real Estate, dated as of
September 27, 1996, between Wellington Center
Associates, LLC, ADA Corporation of North
Carolina, and the Registrant (incorporated by
reference to Exhibit 10.3 to the Registrant's
Current Report filed on Form 8-K, dated
September 25, 1996).
Exhibit No. 10.12 Sixth Amendment to the Agreement for the
Purchase and Sale of Real Estate, dated as of
September 12, 1997, between Wellington Center
Associates, LLC, ADA Corporation of North
Carolina, and the Registrant.
12
<PAGE>
Exhibit No. 27 Financial Data Schedule
(b) Reports on Form 8-K. None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAROLINA INVESTMENT PARTNERS
LIMITED PARTNERSHIP (Registrant)
BY: WALSMITH ASSOCIATES TWO,
General Partner
By: /s/ Donald F. Walston
-------------------------------
Donald F. Walston, General Partner
Date: November 12, 1997.
13
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
3.1 Amended Agreement of Limited Partnership of the
Registrant (incorporated by reference to Exhibit
4.1 to the Registrant's Annual Report filed on
Form 10-K for the year ended December 31, 1986).
10.1 Purchase Agreement between Registrant and Walsmith
Associates regarding the Martin Parcel
(incorporated by reference to Exhibit 10.1to the
Registrant's Annual Report filed on Form 10-K for
the year ended December 31, 1986).
10.2 Offer to Purchase and Contract for the Sale and
Purchase of Real Estate, dated as of January 24,
1986, between Wellington Park Associates and the
Registrant (incorporated by reference to Exhibit
6A to the Registrant's Quarterly Report filed on
Form 10-Q for the period ended June 30, 1989).
10.3 Agreement between the North Carolina Department of
Transportation and Walsmith Associates
(incorporated by reference to Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1986).
10.4 Assignment and Assumption Agreement between the
Registrant and Walsmith Associates (incorporated
by reference to Exhibit 10.4 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1986).
10.5 Amendment to Offer to Purchase and Contract for
the Sale and Purchase
14
<PAGE>
of Real Estate, dated as of February 1, 1990,
between Wellington Park Associates and the
Registrant (incorporated by reference to Exhibit
10.6 to the Registrant's Annual Report filed on
Form 10-K for the period ended December 31, 1989).
10.6 Agreement for the Purchase and Sale of Real
Estate, dated as of April 20, 1995, between
Churchill & Banks, Ltd., ADA Corporation of North
Carolina, and the Registrant (incorporated by
reference to Exhibit C to the Registrant's Current
Report filed on Form 8-K, dated April 20, 1995 ).
10.7 First Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of August 9,
1995, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit C to the
Registrant's Current Report filed on Form 8-K,
dated August 9, 1995).
10.8 Second Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of April 19,
1996, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 28.5 to the
Registrant's Quarterly Report filed on Form 10-Q
for the period ended June 30, 1996).
10.9 Third Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 10,
1996, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.1 to the
Registrant's Current Report filed on Form 8-K,
dated September 25, 1996).
15
<PAGE>
10.10 Fourth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September __,
1996, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.2 to the
Registrant's Current Report filed on Form 8-K,
dated September 25, 1996).
10.11 Fifth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 27,
1996, between Wellington Center Associates, LLC,
ADA Corporation of North Carolina, and the
Registrant (incorporated by reference to Exhibit
10.3 to the Registrant's Current Report filed on
Form 8-K, dated September 25, 1996).
10.12 Sixth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 12,
1997, between Wellington Center Associates, LLC,
ADA Corporation of North Carolina, and
the Registrant. PAGE 17
27 Financial Data Schedule
16
EXHIBIT 10.12
SIXTH AMENDMENT TO AGREEMENT FOR THE
PURCHASE AND SALE OF REAL ESTATE
This Sixth Amendment To Agreement for the Purchase and Sale of Real Estate
("Amendment") dated this 12th day of September, 1997, by and between CAROLINA
INVESTMENT PARTNERS, LIMITED PARTNERSHIP, a North Carolina limited partnership,
ADA CORPORATION OF NORTH CAROLINA, a North Carolina corporation (hereinafter
referred to collectively as "Seller"), and WELLINGTON CENTER ASSOCIATES, LLC, a
North Carolina limited liability company (hereinafter referred to as
"Purchaser"). These parties shall hereinafter sometimes be referred to
collectively as the "Parties", and individually as a "Party".
W I T N E S S E T H :
WHEREAS, Seller and Churchill & Banks, Ltd, a Rhode Island corporation
(predecessor-in-interest to Purchaser), as Purchaser, entered into that certain
Agreement for the Purchase and Sale of Real Estate dated April 20, 1995 (the
"Purchase Agreement"), as amended by that certain First Amendment to Agreement
for the Purchase and Sale of Real Estate dated August 9, 1995 (the "First
Amendment"), and that certain Second Amendment to Agreement for the Purchase and
Sale of Real Estate dated April 19, 1996 (the "Second Amendment"), and that
certain Third Amendment to Agreement for the Purchase and Sale of Real Estate
dated September 10, 1996 (the "Third Amendment"), that certain Fourth Amendment
to Agreement for the Purchase and Sale of Real Estate dated September, 1996 (the
"Fourth Amendment"), and that certain Fifth Amendment to Agreement for the
Purchase and Sale of Real Estate dated September 27, 1996 (the "Fifth
Amendment") (the Purchase Agreement, First Amendment, Second Amendment, Third
Amendment, Fourth Amendment, and Fifth Amendment shall hereinafter sometimes be
referred to collectively as the "Agreement"), for the purchase and sale of
approximately 17.1745 acres of real property located in Cary, Wake County, North
Carolina, as the same is more particularly described in the Agreement; and
WHEREAS, the Parties have agreed to extend the date by which all of the
Outparcels (as defined in the Third Amendment) must be closed (the "Outparcel
Closing Date"), and to otherwise amend the 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 Parties agree as
follows:
1. Section 2(B) of the Third Amendment is hereby amended to reflect the
following:
(a) The Outparcel Closing Date shall be December 15, 1997;
(b) Upon the full execution of this Amendment, but in no case later
than September 10, 1997, Purchaser shall pay to Seller a closing date extension
fee in the amount of Twenty Five Thousand and No/100 Dollars ($25,000.00), which
fee shall be neither refundable nor applicable to the Purchase Price (as defined
in the Agreement);
(c) Purchaser shall also indemnify and hold harmless Alton Smith,
III, Donald F. Walston and C. Stephen Smith, general partners of Seller, of and
from any claims, liabilities, damages, loss, costs or expenses (including
reasonable attorneys' fees) arising from this Amendment and instituted by or on
behalf of Seller or any director(s), officer(s), shareholder(s) or limited
partner(s) of Seller; and
(d) In the event that the Parties subsequently agree in writing to
extend the Outparcel Closing Date beyond December 15, 1997, Purchaser shall pay
to Seller a late closing penalty in an amount equal to ten
<PAGE>
percent (10%) of the purchase price of each Outparcel closed after December 15,
1997, but in no event later than January 30, 1998.
2. This Amendment shall be binding upon and inure to the benefit of the
successors and assigns of the respective parties hereto.
3. 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 Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed by the Parties
as of the day and year first above written.
PURCHASER:
WELLINGTON CENTER ASSOCIATES, LLC
By: /s/ Timothy Fay
_______________________________(SEAL)
Manager
SELLER:
CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
By: /s/ Alton L. Smith, III (SEAL)
-----------------------------------
General Partner
ADA CORPORATION OF NORTH CAROLINA
ATTEST:
/s/ Pamela G. Gay
___________ Secretary
(Corporate Seal)
By: /s/ Donald F. Walston
-----------------------------------
Vice President
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<S> <C>
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 765,780
<SECURITIES> 0
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0
0
<COMMON> 0
<OTHER-SE> 4,534,580
<TOTAL-LIABILITY-AND-EQUITY> 4,646,914
<SALES> 335,142
<TOTAL-REVENUES> 392,878
<CGS> 0
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