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, 1998.
[ ] 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.
1
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<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
- --------------------------------------------------------------------------------------------------------------------------------
Item 1. Financial Information
a) Income Statement
STATEMENTS OF INCOME (Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Gain on sale of land $ 0 $165,465 $ 291,596 $335,142
Extension Fees 0 20,629 77,606 20,629
Interest and other income 3,194 22,480 81,685 37,107
----------------- ------------------- ------------------- -------------------
Total Income 3,194 208,574 450,887 392,878
General and
Administrative expenses 17,575 10,638 64,798 43,260
----------------- ------------------- ------------------- -------------------
NET INCOME
(LOSS) $ (14,381) $ 197,936 $ 386,089 $ 349,618
================= =================== =================== ===================
Allocation of net income
(loss) to:
General Partner:
From Gain on sale of land $ 0 $1,655 $ 2,916 $3,351
From other operations (143) 145 945 145
----------------- ------------------- ------------------- -------------------
Total to General Partner (143) 1,800 3,861 3,496
----------------- ------------------- ------------------- -------------------
Limited Partners:
From Gain on sale of land 0 163,810 288,680 331,792
From other operations (14,238) 32,326 93,548 14,330
----------------- ------------------- -------------------
-------------------
(14,238) 196,136 382,228 346,122
----------------- ------------------- ------------------- -------------------
TOTAL ALLOCATION $ (14,381) $ 197,936 $ 386,089 $ 349,618
================= =================== =================== ===================
Net income (loss) per limited partnership
unit (based on 5,900 weighted average
limited partnership units outstanding):
From Gain on sale
of land $ 0 $ 27.76 $ 48.93 $ 56.23
From other operations (2.41) 5.48 15.86 2.43
================ ================== ==================== ===================-
TOTAL PER UNIT $ (2.41) $ 33.24 $ 64.79 $ 58.66
================= =================== =================== ===================
=============================================================================================================================
</TABLE>
See notes to unaudited financial statements.
2
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<TABLE>
<CAPTION>
b) Balance Sheets
BALANCE SHEETS
September 30, 1998 December 31,1997
(Unaudited)
ASSETS
<S> <C> <C>
Cash $ 9,411 $ 7,553
Short-term investments 319,533 995,315
---------- ----------
CASH AND CASH EQUIVALENTS 328,944 1,002,868
Land held for investment--Note B 3,594,592 3,850,572
Other assets/Related Party 2,779 4,692
---------- ----------
TOTAL ASSETS $3,926,315 $4,858,132
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Trade accounts payable and other
accrued liabilities $ 26,224 $ 29,040
Distribution not claimed by limited partners 65,087 71,661
Accounts payable-related party 3,022 1,337
---------- ----------
TOTAL LIABILITIES $ 94,333 $ 102,038
---------- ----------
PARTNERS' EQUITY
General partner's equity $ 945 $ 5,711
Limited partners' equity; 5900 units
authorized, issued, and outstanding 3,831,037 4,750,383
---------- ----------
TOTAL PARTNERS' EQUITY $3,831,982 $4,756,094
---------- ----------
TOTAL LIABILITIES
AND PARTNERS' EQUITY $3,926,314 $4,858,132
========== ==========
See notes to unaudited financial statements.
</TABLE>
3
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<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C>
January 1, 1998 5,900 $ 5,711 $ 4,750,383 $ 4,756,094
Net income for the
Nine months ended
September 30, 1998 3,861 382,228 386,089
Distribution for 1998
General Partner (8,627) (8,627)
Limited Partner (1,301,574) (1,301,574)
------------------- ------------------- --------------------- -------------------------
BALANCE AT
SEPTEMBER 30, 1998 5,900 $ 945 $ 3,831,037 $ 3,831,982
=================== =================== ===================== =========================
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
=================== =================== ===================== =========================
See notes to unaudited financial statements.
</TABLE>
4
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<TABLE>
<CAPTION>
d) Statements of Changes in Financial Position
STATEMENTS OF CASH FLOW (Unaudited)
Nine Months Ended
September 30
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $ 386,089 $ 349,618
Changes in assets and liabilities:
Decrease in land held for investment 255,980 121,074
(Increase) decrease in other assets 1,913 (928)
Increase (decrease) in trade accounts payable and
distributions not claimed by limited partners (7,705) 90,492
-------------------- --------------------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 636,277 560,256
-------------------- --------------------
CASH FLOW FROM FINANCING ACTIVITIES:
Distribution to General Partner (8,627) 0
Distribution to Limited Partners (1,301,574) 0
-------------------- --------------------
1,310,201
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (673,924) 560,256
Cash and cash equivalents at beginning
of period 1,002,868 205,524
-------------------- --------------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 328,944 $ 765,780
==================== ====================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest during the three months ended
September 30 was $0 in 1998 and $0 in 1997.
See notes to unaudited financial statements.
</TABLE>
5
<PAGE>
e) Notes to Financial Statements
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 1998
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, 1998 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 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.
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 1996, 1997 and 1998 the Registrant sold 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 $3,927,636. This sales price was allocated among the
Registrant and ADA based upon acreage sold by each, with $3,730,963 to the
Registrant and $196,673 to ADA.
6
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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 $2,916 (net sales
proceeds of $547,577 including property sold on March 3,1998 and April 9,1998)
less the Registrant's basis in the property sold, $255,980, equals a gain of
$291,596; 1% of which is $2,916.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Registrant's operations resulted in net loss of $14,381 during the
quarter ended September 30, 1998 compared to a net income of $197,936 during the
same period of 1997, and a net income of $386,089 during the nine months ended
September 30, 1998 compared to a net income of $349,618 during the same period
of 1997. The primary differences between 1998 and 1997 were:
Quarter ended September 30:
o In the third quarter of 1998, there was no sale of land. In the
third quarter 1997 there was a gain of $165,465 from the sale of
.79 acres of the Registrant's Wellington Parcel and interest and a
late closing penalty of $37,587.
o Expenses in 1998 increased approximately $8,100 for outside service
relating to site plans and landscape architect services for the
Martin parcel.
Nine months ended September 30:
o In the nine months ended of 1998, there was a gain of $291,596
from the sale of 3.40 acres of the Registrant's Wellington Parcel
and interest and a late closing penalty of $143,773. In the nine
months ended 1997 there was a gain of $335,142 from the sale of
1.61 acres of the Registrant's Wellington Parcel and interest and
late closing penalty of $48,461.
o Expenses in 1998 increased approximately $25,400 for outside service
relating to site plans and landscape architect services for
the Martin Parcel.
o Expenses in 1998 increased approximately $1,000 for developing a
brochure to be used upon marketing the Martin Parcel.
Changes in the Registrant's financial condition as of September 30,
1998, in comparison to December 31, 1997, are primarily due to:
o The sale of the remainder of the Registrant's Wellington Parcel
(see discussion below), generating net sales proceeds of $547,577,
and interest and a late closing penalty of $143,773. These funds
are invested in money market accounts or are held in checking
accounts.
o The recognition as a reduction of land held for investment of the cost
basis of property sold, $255,980.
o Reclassification of checks that remain outstanding from the
November, 1996 distribution to limited partners. These checks,
totaling $65,087 as of September 30, 1998, have been reclassified
as a liability to the limited partners.
8
<PAGE>
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, on September 12, 1997, December 12, 1997,
and again on March 24, 1998. In addition to other matters, the 1995 and 1996
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 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. The amendments during
1997 and 1998 changed the Outparcels' closing date to April 10, 1998, required
an extension fee of $25,000 (of which $20,629 was the Registrant's), and
included other stipulations and penalties. The purchase price for the land is
$5.25 per net square foot, which yields a sales price to the Registrant and ADA
of $3,927,636. 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, August 26, 1997 and November 17, 1997, the Registrant
sold an additional .82, .79 and .39 acres of the Wellington Parcel to WCA under
the terms of the Agreement for a gross sale price of $250,917, $243,359 and
$255,429, respectively. The Registrant also received $71,237 in interest and a
late closing penalty based on the deferred closings.
On March 3, 1998, the Registrant sold an additional .61 acres of the
Wellington Parcel to WCA under the terms of the Agreement for a gross sales
price of $227,655. The Registrant also received interest of $25,930 and a late
closing penalty of $23,175 from WCA at the closing under the terms of the
Agreement.
On April 9, 1998, the registrant sold 2.79 acres of the Wellington
Parcel to WCA under the terms of the Agreement for a gross sale price of
$365,603. The Registrant also received interest of $40,237 and a late closing
penalty of $54,840.
As of November 12,1998, the Registrant has $330,094 in cash and
short-term investments, which is sufficient to meet its needs during the next
year. The Registrant expects to retain the cash and short-term investments for
future operating needs.
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.
9
<PAGE>
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
11
<PAGE>
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 ).
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
12
<PAGE>
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.
Exhibit No. 10.13 Letter Agreement to amend the
Agreement for the Purchase and Sale
of Real Estate, dated December 12,
1997 between Churchill & Banks,
Ltd., ADA Corporation of North
Carolina, and the Registrant.
(incorporated by reference to
Exhibit 10.13 to the Registrant's
Quarterly Report for
the period ended March 31, 1998).
Exhibit No. 10.14 Eighth Amendment to the Agreement
for the Purchase and Sale of Real
Estate, dated March 24, 1998
between Churchill & Banks, Ltd.,
ADA Corporation of North Carolina,
and the Registrant. (incorporated
by reference to Exhibit 10.14 to
the Registrant's Quarterly Report
for the period ended March 31, 1998).
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/ Alton L. Smith III
-------------------------
Alton L. Smith III, General Partner
Date: November 11,1998
13
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TO EXHIBITS
Exhibit No. Description Page
3.1 Amended Agreement of Limited Partnership
of the Registrant (incorporated by
reference to Annual to Exhibit 4.1 to
the Registrant's Annual Report filed on
Form 10-K for the year 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
Walsmith Associates regarding the
Martin Parcel (incorporated by
reference to Parcel (incorporated by
reference to Exhibit 10.1to the
Registrant's Annual Exhibit 10.1to
the Registrant's Annual Report filed
on Form 10-K for the year Report
filed on Form 10-K for the year ended
December 31, 1986)
10.2 Offer to Purchase and Contract for
the Sale Offer to Purchase and
Contract for the Sale and Purchase
of Real Estate, dated as of and
Purchase of Real Estate, dated as of
January 24, 1986, between Wellington
Park January 24, 1986, between
Wellington Park Associates and the
Registrant (incorporated Associates
and the Registrant (incorporated by
reference to Exhibit 6A to the by
reference to Exhibit 6A to the
Registrant's Quarterly Report filed
on Form 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 Department of
Transportation and Walsmith
Associates (incorporated by
reference to Associates
(incorporated by reference to
Exhibit 10.3 to the Registrant's
Annual Exhibit 10.3 to the
Registrant's Annual Report on Form
10-K for the year ended Report on
Form 10-K for the year ended
December 31, 1986).
10.4 Assignment and Assumption Agreement
between Assignment and Assumption
Agreement between the Registrant and
Walsmith Associates the Registrant
and Walsmith Associates
(incorporated by reference to
Exhibit 10.4 (incorporated by
reference to Exhibit 10.4 to the
Registrant's Annual Report on Form
to the Registrant's Annual Report on
Form 10-K for the year
14
<PAGE>
ended December 31, 1986).
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).
10.6 Agreement for the Purchase and Sale
of Real Agreement for the Purchase
and Sale of Real Estate, dated as of
April 20, 1995, between Estate,
dated as of April 20, 1995, between
Churchill & Banks, Ltd., ADA
Corporation of Churchill & Banks,
Ltd., ADA Corporation of North
Carolina, and the Registrant North
Carolina, and the Registrant
(incorporated by reference to
Exhibit C to (incorporated by
reference to Exhibit C to the
Registrant's Current Report filed on
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,
15
<PAGE>
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).
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
(incorporated by reference to Exhibit 10.12
to the Registrant's Quarterly Report filed
on Form 10-Q for the period ended September
30, 1997).
10.13 Letter Agreement to amend the Agreement for
the Purchase and Sale of Real Estate, dated
as of December 12, 1997, between Churchill
&
16
<PAGE>
Banks, Ltd., ADA Corporation of North
Carolina, and the Registrant.(incorporated by
reference to Exhibit 10.13 to the
Registrant's Quarterly Report filed on Form
10-Q for the period ended March 31, 1998)
10.14 Eighth Amendment to the Agreement for the
Purchase and Sale of Real Estate, dated as
of March 24, 1998 between Wellington Center
Associates, LLC, ADA Corporation of North
Carolina, and the Registrant. (incorporated
by reference to Exhibit 10.14 to the
Registrant's Quarterly Report filed on Form
10-Q for the period ended March 31, 1998).
27 Financial Data Schedule
17
EXHIBIT 10.13
Churchill & Banks, Ltd.
167 Point Street
Providence, Rhode Island 02903-4736
December 12, 1997
VIA FEDERAL EXPRESS
Mr. Alton Smith
Carolina Investment Partners
4112 Blue Ridge Road
Suite 210
Raleigh, NC 27612
Re: Churchill & Banks/Carolina Investment/ADA Corporation Agreement for the
Purchase and Sale of Real Estate dated April 20,
1995 as amended
LETTER AGREEMENT
Dear Alton:
Pursuant to Paragraph 1(d) of the Sixth Amendment dated September 12,
1997 in the above-referenced matter, notice is hereby given that Buyer elects to
exercise its extension rights beyond December 15, 1997.
At this time, I am pleased to report that two closings are anticipated
for the month of January, 1998, namely Papa John's and Campbell Development
(Texaco).
Respectfully,
/s/ Richard P. Baccari
Richard P. Baccari
RPB/tjr
cc: Cindy Rosefielde-Keller, Esquire
Jeffrey Benson, Esquire
AGREED AND ASSENTED TO:
/s/ Alton L. Smith
Alton L. Smith
EXHIBIT 10.14
EIGHTH AMENDMENT
TO THE AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE
THIS EIGHTH AMENDMENT TO THE AGREEMENT FOR THE PURCHASE AND SALE OF
REAL ESTATE ("Amendment") is made and entered into this 24th day of March, 1998
by and among CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP, a North Carolina
limited partnership ("CIP"), ADA CORPORATION OF NORTH CAROLINA, a North Carolina
corporation ("ADA") (CIP and ADA collectively "Seller") and WELLINGTON CENTER
ASSOCIATES, LLC, a North Carolina limited liability company ("Purchaser"). These
parties shall sometimes be referred to herein individually as a "Party" or
collectively as the "Parties."
WITNESSETH:
THAT WHEREAS, Seller and Churchill & Banks, Ltd., a Rhode Island
corporation (predecessor-in-interest to Purchaser) entered into that certain
Agreement for the Purchase and Sale of Real Estate dated April 20, 1995, which
agreement has been amended by seven (7) separate amendments, the most recent
being a letter agreement dated December 12, 1997 (together with amendments, the
"Agreement"), the terms of which are fully incorporated herein by reference, for
the purchase 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 (the "Property") and
WHEREAS, the Agreement contemplated that Purchaser would have purchased
the entire Property by this date, however, Purchaser has not yet done so and a
portion of the Property (herein called the "Remaining Property") remains not yet
purchased by Purchaser;
WHEREAS, the Parties have agreed to further modify the Agreement as
provided herein.
NOW THEREFORE, for the mutual promises and covenants herein, and other
good and valuable consideration, the receipt of which is hereby acknowledged by
the Parties, the Parties agree as follows:
1. Outside Closing Date: The Parties agree that Purchaser shall
purchase all of the Remaining Property at one closing to occur not later than
April 10, 1998 at 5:00pm. Time is of the essence. Purchaser may not purchase
only a portion of the Remaining Property, but rather must purchase all of the
Remaining Property at that closing. In the event that the closing does not occur
by the above stated date, the Agreement shall expire and be of no further force
or effect. It is understood that no further writing or notice shall be required
to effect the expiration and termination of this Agreement after April 10, 1998,
but rather such expiration and termination shall be self-operative after the
April 10, 1998 date. Seller agrees that the termination notice sent by Seller on
March 6, 1998 is revoked.
2. Extension Fee: In paragraph 1(d) of a sixth amendment to the
Agreement, dated September 12, 1997, the Parties agreed to a late closing fee of
ten percent (10%) of the purchase price. The Parties now agree that such fee for
the Remaining Property is hereby amended to be fifteen percent (15%) of the
purchase price for the Remaining Property, which fee shall be paid by Purchaser
to Seller at the closing. Purchaser shall further be obligated for all other
fees, penalties, indemnity obligations, and closing costs previously agreed to
in the Agreement, including all attorney's fees associated with the making of
this Amendment and the final closing.
3. Full Force and Effect: Except as otherwise modified herein, the
Agreement remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed the foregoing
instrument under seal the day and year first above written.
PURCHASER:
WELLINGTON CENTER ASSOCIATES, LLC (SEAL)
By: /s/ Richard P. Baccari (SEAL)
Manager
SELLER:
CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP (SEAL)
By: Walsmith Associates Two, a North Carolina general
partnership, general partner (SEAL)
By: /s/ Alton L. Smith, III (SEAL)
General Partner
ADA CORPORATION OF NORTH CAROLINA
By: /s/ Alton L. Smith, III
Vice President
Attest:
/s/ Pamela G. Gay
Secretary
[CORPORATE SEAL]
RALLIB01:465264.01
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> SEP-30-1998
<CASH> 328,944
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,594,592
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,926,315
<CURRENT-LIABILITIES> 94,333
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,831,982
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 450,887
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 386,089
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
