SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year
ended December 31, 1996 Commission file number 0-16599
JMB MORTGAGE PARTNERS, LTD. - IV
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-342613
(State of organization)(I.R.S. Employer Identification No.)
900 North Michigan Avenue, Chicago, Illinois60611
(Address of principal executive offices)(Zip code)
Registrant's telephone number, including area code 312-915-1987
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(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's 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.
Documents incorporated by reference: None
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business. . . . . . . . . . . . . . . . 1
Item 2. Properties. . . . . . . . . . . . . . . 3
Item 3. Legal Proceedings . . . . . . . . . . . 5
Item 4. Submission of Matters to a
Vote of Security Holders. . . . . . . . 5
PART II
Item 5. Market for the Partnership's
Limited Partnership Interests and
Related Security Holder Matters . . . . 5
Item 6. Selected Financial Data . . . . . . . . 6
Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations . . . . . . . . . 8
Item 8. Financial Statements and
Supplementary Data. . . . . . . . . . . 11
Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure. . . . . . . . . . 28
PART III
Item 10. Directors and Executive Officers
of the Partnership. . . . . . . . . . . 28
Item 11. Executive Compensation. . . . . . . . . 31
Item 12. Security Ownership of Certain
Beneficial Owners and Management. . . . 32
Item 13. Certain Relationships and
Related Transactions. . . . . . . . . . 33
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K. . . 33
SIGNATURES . . . . . . . . . . . . . . . . . . . . 35
i
PART I
ITEM 1. BUSINESS
Unless otherwise indicated, all references to "Notes" are to Notes to
Financial Statements contained in this report. Capitalized terms used
herein, but not defined, have the same meanings as used in the Notes.
The registrant, JMB Mortgage Partners, Ltd. - IV (the "Partnership"),
is a limited partnership formed in 1986 and currently governed by the
Revised Uniform Limited Partnership Act of the State of Illinois to make
first mortgage loans and senior land purchase-leasebacks/leasehold mortgage
loans and, to a lesser extent, wrap-around and junior mortgage loans and
land purchase-leaseback arrangements on a subordinated basis. On September
18, 1986, the Partnership commenced an offering of $75,000,000 (subject to
increase by up to $75,000,000) in Limited Partnership Interests (the
"Interests") pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933 (Registration No. 33-4036). A total of 43,271.25
Interests were sold to the public at $1,000 per Interest before certain
discounts for volume purchases (fractional interests are due to
Distribution Reinvestment Program). The offering terminated on December
31, 1987; no Limited Partner has made any additional capital contribution
after such date. The Limited Partners of the Partnership share in their
portion of the benefits of ownership of the Partnership's mortgage
investments according to the number of Interests held.
The Partnership is engaged solely in the business of investing in real
estate, such as residential garden apartment complexes and smaller
commercial properties through participating first mortgage loans and
certain other mortgage investments. The Partnership's mortgage investments
are located throughout the nation, and it has no mortgage investments
located outside of the United States. A presentation of information about
industry segments, geographic regions, raw materials or seasonality is not
applicable and would not be material to an understanding of the
Partnership's business taken as a whole. Pursuant to the Partnership
Agreement, the Partnership is required to terminate no later than December
31, 2036. The Partnership is self-liquidating in nature. At disposition
of a particular mortgage investment or property through sale, repayment or
maturity of such investment, the net proceeds, if any, are generally
distributed or reinvested in existing mortgage investments or properties
held rather than invested in acquiring additional mortgage investments. As
discussed further in Item 7, the Partnership currently expects to conduct
an orderly liquidation of its remaining investment portfolio as quickly as
practicable and to wind up its affairs no later than December 31, 1999
barring unforseen economic developments.
The Partnership has made mortgage investments in the properties listed
below.
<TABLE>
<CAPTION>
SALE OR
PAYOFF DATE
OR IF OWNED OR
UNPAID AT
DECEMBER 31, 1996
ORIGINAL
DATE OF INVESTED CAPITAL
PROPERTY SIZE INVESTMENT PERCENTAGE (a) TYPE OF INVESTMENT
- - ---------------------- ---------- --------------- --------------- ---------------------
<S> <C> <C> <C> <C>
1. Calibre Pointe
Apartments
Atlanta, Georgia 214 units September, 1987 5/30/96 fee ownership of land and
improvements (through joint
venture partnership) (b)
2. North Rivers Market
shopping center
North Charleston,
South Carolina . 204,779 December, 1987 18% fee ownership of land and
sq.ft. improvements (through joint
venture partnership) (c)
3. Riverpoint Center
shopping center
Chicago, Illinois 196,080 August, 1987 12/24/96 participating first
sq.ft. mortgage loan (d)
4. Franklin Farm
Village Center
shopping center
Fairfax County,
Virginia . . . . 104,000 December, 1991 10/30/96 participating first
sq.ft. mortgage loan (d)
<FN>
- - ---------------
(a) The computation of this percentage for the investment held at December 31, 1996 does not include
amounts invested from sources other than the original net proceeds of the public offering.
(b) Reference is made to the Notes for a description of the events resulting in the Partnership, through a
joint venture, obtaining legal title to this property in December 1991 and for a description of the subsequent
sale in May 1996.
(c) Reference is made to the Notes for a description of the events resulting in the Partnership, through a
joint venture, obtaining legal title to this property in May 1993.
(d) Reference is made to the Notes filed with this annual report for a description of the events resulting
in the payoff of the mortgage loan.
</TABLE>
The Partnership's agreements for these mortgage investments were made
in fiscal 1991, 1989, 1988 and 1987. The Partnership's participating first
mortgage loan on the Calibre Pointe Apartments in Atlanta, Georgia is
described in the Notes including the events resulting in the Partnership
obtaining legal title to the property in December 1991 and subsequent sale
in May 1996. The Partnership's participating first mortgage loan on the
North Rivers Market Shopping Center in North Charleston, South Carolina is
described in the Notes including the subsequent acquisition of the property
in May 1993. The Partnership's fundings of a participating first mortgage
loan secured by the Riverpoint Center shopping center, located in Chicago,
Illinois and subsequent payoff in December 1996 is described in the Notes.
The Partnership's fundings of a participating first mortgage loan secured
by the Franklin Farm Village Center, located in Fairfax County, Virginia
and subsequent payoff in October 1996 is described in the Notes.
The property securing the Partnership's investment is subject to
competition from similar types of properties (including, in certain areas,
properties owned by affiliates of the General Partners) in the respective
vicinity in which it is located. Such competition is generally for the
retention of existing tenants. Additionally, the property securing the
Partnership's investment is in competition for new tenants. Reference is
made to Item 7 below for discussion of competitive conditions and future
plans of the property securing the Partnership's investment. Approximate
occupancy levels for certain of the properties are set forth in the table
in Item 2 below to which reference is made. The Partnership maintains the
suitability and competitiveness of its owned property in its market
primarily on the basis of effective rents, tenant allowances and service
provided to tenants. In the opinion of the Corporate General Partner of
the Partnership, the investment property held through a joint venture as of
December 31, 1996 is adequately insured.
The Partnership has no employees other than personnel performing on-
site duties at the North Rivers Market investment property, none of whom
are officers or directors of the Corporate General Partner of the
Partnership.
The terms of transactions between the Partnership, the General
Partners of the Partnership, and their affiliates are set forth in Item 11
below to which reference is hereby made for a description of such terms and
transactions.
ITEM 2. PROPERTIES
The Partnership has or had made mortgage investments in the four
properties referred to under Item 1 above, to which reference is hereby
made for a description of said investments.
The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 1996 and 1995 for the Partnership's investment properties owned
during 1996:
<TABLE>
<CAPTION>
1995 1996
--------------------------------------------------
At At At At At At At At
Principal Business3/31 6/30 9/3012/31 3/31 6/30 9/30 12/31
---------------------- ---- --------- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Calibre Point Apartments
Atlanta, Georgia . . Residential 98% 90% 98% 96% 99% N/A N/A N/A
2. North Rivers Market
Shopping Center
North Charleston,
South Carolina . . . Retail 80% 80% 80% 88% 85% 83% 83% 81%
<FN>
- - --------------------
An "N/A" indicates that the property was not owned by the Partnership at the end of the quarter.
</TABLE>
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
fiscal years 1995 and 1996.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS
As of December 31, 1996, there were 7,136 record holders of Interests
of the Partnership. There is no public market for Interests and it is not
anticipated that a public market for Interests will develop. Upon request,
the Corporate General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interest. The price to be paid for the Interests as well as any other
economic aspects of the transaction will be subject to negotiation by the
investor. There are certain conditions and restrictions on the transfer of
Interests, including, among other things, the requirements that the
substitution of a transferee of Interests as a Limited Partner of the
Partnership be subject to the written consent of the Corporate General
Partner, which, may be granted or withheld in its sole and absolute
discretion. The rights of a transferee of Interests who does not become a
substituted Limited Partner will be limited to the rights to receive his
share of profits or losses and cash distributions from the Partnership, and
such transferee will not be entitled to vote such Interests or have other
rights of a Limited Partner. No transfer will be effective until the first
day of the next succeeding calendar quarter after the requisite transfer
form satisfactory to the Corporate General Partner has been received by the
Corporate General Partner. The transferee consequently will not be
entitled to receive any cash distributions or any allocable share of
profits or losses for tax purposes until such succeeding calendar quarter.
Profits or losses from operations of the Partnership for a calendar year in
which a transfer occurs will be allocated between the transferor and the
transferee based upon the number of quarterly periods in which each was
recognized as the holder of Interests, without regard to the results of
Partnership's operations during particular quarterly periods and without
regard to whether cash distributions were made to the transferor or
transferee. Profits or losses arising from the sale or other disposition
of Partnership properties will be allocated to the recognized holder of the
Interests as of the last day of the quarter in which the Partnership
recognized such profits or losses. Cash distributions to a holder of
Interests arising from the sale or other disposition of Partnership
properties will be distributed to the recognized holder of the Interests as
of the last day of the quarterly period with respect to which distribution
is made.
Reference is made to Item 6 below for a discussion of cash distribu-
tions made to the Limited Partners.
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
YEARS ENDED DECEMBER 31, 1996, 1995, 1994, 1993 AND 1992
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1996 1995 1994 1993 1992
------------ ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Total revenues . . . .$ 2,468,952 2,626,166 2,400,118 2,383,337 2,569,327
============ ========== ========== ========== ==========
Partnership's share of
operations (loss) of
unconsolidated
ventures . . . . . .$ 556,008 (144,192) 663,684 548,981 338,799
============ ========== ========== ========== ==========
Gain on sale of
property by uncon-
solidated venture . .$ 980,379 -- -- -- --
============ ========== ========== ========== ==========
Net earnings
(loss). . . . . . . .$ 3,358,771 1,923,264 2,832,873 2,650,035 985,644
============ ========== ========== ========== ==========
Net operating
earnings (loss)
per Interest (b). . .$ 48.85 37.05 59.89 56.79 18.61
Gain on sale of
property by
unconsolidated
venture . . . . . . . 22.42 -- -- -- --
------------ ---------- ---------- ---------- ----------
Net earnings . . . . .$ 71.27 37.05 59.89 56.79 18.61
============ ========== ========== ========== ==========
Total assets . . . . .$ 32,261,029 36,850,082 38,080,726 37,784,769 36,949,480
============ ========== ========== ========== ==========
Cash distributions
per Interest (c). . .$ 174.57 67.50 50.21 40.00 40.00
============ ========== ========== ========== ==========
<FN>
- - -------------
(a) The above selected financial data should be read in conjunction with the financial statements and the
related notes appearing elsewhere in this annual report.
(b) The net earnings (loss) per Interest is based upon the number of Interests outstanding at the end of
each period (43,276.25).
(c) Cash distributions from the Partnership are generally not equal to Partnership income (loss) for
financial reporting or Federal income tax purposes. Each partner's taxable income from the Partnership in each
year is equal to his allocable share of the taxable income (or loss) of the Partnership, without regard to the
cash generated or distributed by the Partnership. Accordingly, cash distributions to the Limited Partners since
the inception of the Partnership have not resulted in taxable income to such Limited Partners and have therefore
resulted in a return of capital.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
As a result of the public offering of interests as described in Item
1, the Partnership had approximately $37,600,000 (after deducting selling
expenses and other offering costs) with which to make mortgage investments
and to satisfy working capital requirements. A portion of the proceeds was
utilized to make the mortgage loans described in Item 1 above.
At December 31, 1996, the Partnership had cash and cash equivalents of
approximately $28,106,000. Such funds will be utilized for future
distributions to partners, capital expenditures at North Rivers Market and
working capital reserves. In February 1997, approximately $23,153,000 was
distributed to the Limited Partners representing a portion of the proceeds
of the repayment of Franklin Farm and Riverpoint mortgage loans as
discussed below. The General Partners have deferred the receipt of their
subordinated portion of sales and repayment proceeds due to the limitations
upon such distributions as discussed in the Notes. The capital
expenditures for its unconsolidated venture, North Rivers Market, is
currently budgeted to be approximately $199,000 in 1997. The Partnership's
share of such items is currently budgeted to be approximately $66,685.
Actual amounts expended in 1997 may vary depending on a number of factors
including actual leasing activity, results of property operations,
liquidity considerations and other market conditions over the course of the
year. An additional source of short-term and long-term liquidity and
distributions to the Limited Partners is expected to be from the sale of
the North Rivers Market Shopping Center.
During 1996, some of the Limited Partners in the Partnership received
from unaffiliated third parties unsolicited tender offers to purchase up to
less than 5% of the Interests in the Partnership at $425 per Interest. The
Partnership recommended against acceptance of these offers on the basis
that, among other things, the offer prices were inadequate. As of the date
of this report, the Partnership is aware that 842.0478 Interests have been
purchased by such unaffiliated third parties either pursuant to such tender
offers or through negotiated purchases. The Partnership has recently
received a request from another unaffiliated third party for the list of
Holders of Interests. It is possible that other offers for Interests may
be made by unaffiliated third parties in the future, although there is no
assurance that any other third party will commence an offer for Interests,
the terms of any such offer or whether any such offer, if made, will be
consummated, amended or withdrawn. The board of directors of JMB Realty
Corporation ("JMB"), the corporate general partner of the Partnership, has
established a special committee (the "Special Committee") consisting of
certain directors of JMB to deal with all matters relating to tender offers
for Interests in the Partnership, including any and all responses to such
tender offers. The Special Committee has retained independent counsel to
advise it in connection with any potential tender offers for Interests and
has retained Lehman Brothers Inc. as financial advisor to assist the
Special Committee in evaluating and responding to any additional potential
tender offers for Interests.
FRANKLIN FARM VILLAGE CENTER
During July 1996, the Lenders executed an agreement with the borrower
regarding an early repayment of the mortgage loan. Such agreement allowed
the borrower to repay the loan at a predetermined amount prior to November
8, 1996. Pursuant to such agreement, the Lenders received $16,275,000 on
October 30, 1996 (of which the Partnership's share was $10,784,629) as
payment in full of all principal and interest due on the mortgage loan.
Reference is made to the Notes for a further description of such events.
NORTH RIVERS MARKET SHOPPING CENTER
Occupancy was 81% at December 31, 1996. The manager is aggressively
attempting to lease the vacant space in the center. However, the
competitiveness of the market given the Naval facility closings in the
nearby area is expected to make it difficult to lease space in the center,
thereby extending the period of time it will take to complete the lease-up
of the center and result in a decrease in cash flow from operations over
the near-term.
The Partnership has committed to a plan to sell the property in the
near term and has classified this property as held for sale as of December
31, 1996. As of the date of this report, no potential purchasers for this
property have been identified. Therefore, there can be no assurance that a
sale transaction or acceptable terms can be arranged during 1997.
RIVERPOINT CENTER
The borrower had notified the Lenders that it was experiencing
financial difficulties and approached the Lenders regarding a loan
modification. During the third quarter of 1996, the Lenders and borrowers
finalized a loan modification. In conjunction with the modification
agreement, the Lenders agreed to accept at certain dates through June 30,
1997 repayment of the loan at specified amounts. As repayment of the loan
per such agreement yielded the Lenders an amount less than the carrying
amount of the loan, the Partnership recognized as of July 1, 1996 an
additional provision for loan loss of $105,168. On December 24, 1996, the
borrower, in accordance with the agreement, repaid the lenders $27,400,000
(of which the Partnership's share was $12,365,128) in full satisfaction of
the mortgage loan. References is made to the Notes for a further
description of such events.
CALIBRE POINT APARTMENTS
Calibre Pointe Associates sold the property on May 30, 1996 for
$14,450,000 (before selling costs) which was paid in cash at closing.
Reference is made to the Notes for a further description of such events.
GENERAL
In an effort to reduce partnership operating expenses, the Partnership
has elected to make a semi-annual operating distribution each year
beginning in November 1995.
The affairs of the Partnership are expected to be wound up no later
than 1999, barring unforeseen economic developments. However, the
Partnership's goal of capital appreciation will not be achieved. Although
the Partnership expects to distribute sale proceeds from the disposition of
the Partnership's remaining investment in North Rivers Market, aggregate
sale and repayment distributions received by Holders of Interests over the
entire term of the Partnership are expected to be less than their original
investment.
RESULTS OF OPERATIONS
The increase in cash and cash equivalents and the related decreases in
various assets at December 31, 1996 as compared to December 31, 1995 is
primarily due to repayment of the mortgage loans secured by the Franklin
Farm Village Center and Riverpoint Shopping Center and the sale of Calibre
Pointe Apartments.
The increase in other liabilities at December 31, 1996 as compared to
December 31, 1995 is primarily due to deposits held for real estate taxes
and insurance for the Riverpoint Shopping Center. Such amounts were
subsequently remitted to the borrower in conjunction with the December 1996
loan payoff.
The increase in professional services for the year ended December 31,
1996 as compared to the years ended December 31, 1995 and 1994 are
primarily due to expenses incurred in connection with tender offer matters
discussed above.
The increase in amortization of deferred costs for the year ended
December 31, 1996 as compared to the years ended December 31, 1995 and 1994
is due to all costs becoming fully amortized due to the repayment of the
mortgage loans secured by the Franklin Farm Village Center and Riverpoint
Shopping Center.
The decrease in general and administrative expenses for the year ended
December 31, 1996 as compared to December 31, 1995 and the increase at
December 31, 1995 as compared to December 31, 1994 is primarily due to the
increase in reimbursable costs to affiliates of the General Partners in
1995, a portion of which was related to prior years.
The provision for loan loss for 1996 and 1995 are the result of loan
loss provisions recorded on the mortgage note secured by the Riverpoint
Shopping Center.
The increase in Partnership's share of operations (loss) of
unconsolidated ventures for the year ended December 31, 1996 as compared
to the year ended December 31, 1995 and the related decrease for the year
ended December 31, 1995 as compared to the same period in 1994 is primarily
due to the provision for value impairment recorded at September 30, 1995 at
North Rivers Market Shopping Center (of which the Partnership's share is
$770,000).
The gain on sale of property by unconsolidated venture of $980,379 is
due to the May 1996 sale of the Calibre Pointe Apartments.
INFLATION
Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on the operations of the
Partnership. Inflation is not expected to significantly impact future
operations due to the expected liquidation of the Partnership by 1999.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
INDEX
Independent Auditors' Report
Balance Sheets, December 31, 1996 and 1995
Statements of Operations, years ended December 31,
1996, 1995 and 1994
Statements of Partners' Capital Accounts, years ended
December 31, 1996, 1995 and 1994
Statements of Cash Flows, years ended December 31,
1996, 1995 and 1994
Notes to Financial Statements
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.
INDEPENDENT AUDITORS' REPORT
The Partners
JMB MORTGAGE PARTNERS, LTD. - IV:
We have audited the financial statements of JMB Mortgage Partners,
Ltd. - IV (a limited partnership) as listed in the accompanying index.
These financial statements are the responsibility of the General Partners
of the Partnership. 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 the General Partners of the
Partnership, 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 JMB Mortgage
Partners, Ltd. - IV at December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the years in the three-year
period ended December 31, 1996, in conformity with generally accepted
accounting principles.
As discussed in the Notes to the financial statements, in 1996, the
Partnership changed its method of accounting for long-lived assets and
long-lived assets to be disposed of to conform with Statement of Financial
Accounting Standards No. 121.
KPMG PEAT MARWICK LLP
Chicago, Illinois
March 17, 1997
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
ASSETS
------
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . $ 28,105,829 5,205,597
Interest and other receivables . . . . . . . . . . . . . . 341,995 115,957
------------ -----------
Total current assets . . . . . . . . . . . . . . . 28,447,824 5,321,554
------------ -----------
Mortgage notes receivable. . . . . . . . . . . . . . . . . . -- 22,069,970
Deferred interest receivable (net of
allowance for loan loss of $436,021 in 1995 . . . . . . . . -- 1,039,161
Investment in unconsolidated ventures,
at equity . . . . . . . . . . . . . . . . . . . . . . . . . 3,813,205 8,199,483
Deferred costs in connection with mortgage
investments (net of accumulated amortization
of $107,999 in 1995) . . . . . . . . . . . . . . . . . . . -- 219,914
------------ -----------
$ 32,261,029 36,850,082
============ ==========
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------
1996 1995
------------ -----------
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . $ 226,215 180,435
Due to affiliates. . . . . . . . . . . . . . . . . . . . . -- 256,935
Other liabilities. . . . . . . . . . . . . . . . . . . . . 97,373 14,971
------------ -----------
Total current liabilities. . . . . . . . . . . . . 323,588 452,341
------------ -----------
Commitments and contingencies
Partners' capital accounts:
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings. . . . . . . . . . . . . . . . . 1,904,412 1,630,142
Cumulative cash distributions. . . . . . . . . . . . . . (1,850,218) (1,585,752)
------------ -----------
55,194 45,390
------------ -----------
Limited partners (43,276.25 interests):
Capital contributions, net of
offering costs. . . . . . . . . . . . . . . . . . . . . 37,619,348 37,619,348
Cumulative net earnings. . . . . . . . . . . . . . . . . 21,394,865 18,310,364
Cumulative cash distributions. . . . . . . . . . . . . . (27,131,966) (19,577,361)
------------ -----------
31,882,247 36,352,351
------------ -----------
Total partners' capital accounts . . . . . . . . . 31,937,441 36,397,741
------------ -----------
$ 32,261,029 36,850,082
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Interest income. . . . . . . . . . . . . . $ 2,468,952 2,626,166 2,400,118
------------ ------------ ------------
Expenses:
Mortgage investment servicing fees . . . . 51,189 55,634 54,890
Professional services. . . . . . . . . . . 88,258 64,664 58,290
Amortization of deferred costs . . . . . . 221,069 35,782 35,782
General and administrative . . . . . . . . 180,884 219,144 81,967
Provision for loan loss. . . . . . . . . . 105,168 183,486 --
------------ ------------ ------------
646,568 558,710 230,929
Operating earnings (loss). . . . . 1,822,384 2,067,456 2,169,189
Partnership's share of operations (loss)
of unconsolidated ventures . . . . . . . . 556,008 (144,192) 663,684
------------ ------------ ------------
Net operating earnings (loss). . . 2,378,392 1,923,264 2,832,873
Gain on sale of property by
unconsolidated venture . . . . . . . . . . 980,379 -- --
------------ ------------ ------------
Net earnings (loss). . . . . . . . $ 3,358,771 1,923,264 2,832,873
============ ============ ============
Net earnings (loss) per
limited partnership interest:
Net operating earnings (loss). . $ 48.85 37.05 59.89
Gain on sale of property by
unconsolidated venture. . . . . 22.42 -- --
------------ ------------ ------------
$ 71.27 37.05 59.89
============ ============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (43,276.25)
-------------------------------------------------- ---------------------------------------------------
NET NET
CONTRI- EARNINGS CASH CONTRI- EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL BUTIONS (LOSS) DISTRIBUTIONS TOTAL
------------------------------ ----------- ---------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31,
1993. . . . $1,000 1,069,317 (1,024,927) 45,390 37,619,348 14,115,052 (14,483,285)37,251,115
Net earnings
(loss). . . -- 241,062 -- 241,062 -- 2,591,811 -- 2,591,811
Cash distri-
butions
($50.21 per
limited
partnership
interest) . -- -- (241,062) (241,062) -- -- (2,172,921)(2,172,921)
------ --------- ---------- -------- ---------- ---------- ----------------------
Balance at
December 31,
1994. . . . 1,000 1,310,379 (1,265,989) 45,390 37,619,348 16,706,863 (16,656,206)37,670,005
Net earnings
(loss). . . -- 319,763 -- 319,763 -- 1,603,501 -- 1,603,501
Cash distri-
butions
($67.50 per
limited
partnership
interest) . -- -- (319,763) (319,763) -- -- (2,921,155)(2,921,155)
------ --------- ---------- -------- ---------- ---------- ----------------------
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS - CONTINUED
GENERAL PARTNERS LIMITED PARTNERS (43,276.25)
-------------------------------------------------- ---------------------------------------------------
NET NET
CONTRI- EARNINGS CASH CONTRI- EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL BUTIONS (LOSS) DISTRIBUTIONS TOTAL
------------------------------ ----------- ---------------------------------------------
Balance at
December 31,
1995. . . . 1,000 1,630,142 (1,585,752) 45,390 37,619,348 18,310,364 (19,577,361)36,352,351
Net earnings
(loss). . . -- 274,270 -- 274,270 -- 3,084,501 -- 3,084,501
Cash distri-
butions
($174.57 per
limited
partnership
interest) . -- -- (264,466) (264,466) -- -- (7,554,605)(7,554,605)
------ --------- ---------- -------- ---------- ---------- ----------------------
Balance at
December 31,
1996. . . . $1,000 1,904,412 (1,850,218) 55,194 37,619,348 21,394,865 (27,131,966)31,882,247
====== ========= ========== ======== ========== ========== ======================
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earning (loss) . . . . . . . . . . . . $ 3,358,771 1,923,264 2,832,873
Items not requiring cash or cash equivalents:
Amortization of deferred costs . . . . . 221,069 35,782 35,782
Provision for loan loss. . . . . . . . . 105,168 183,486 --
Partnership's share of operations of
unconsolidated ventures, net of
distributions. . . . . . . . . . . . . 657,946 1,598,508 (663,684)
Gain on sale of property by uncon-
solidated venture. . . . . . . . . . . . (980,379) -- --
Changes in:
Interest and other receivables . . . . . (226,038) (36,640) (64,137)
Deferred interest receivable . . . . . . 1,039,161 (316,279) (272,655)
Accounts payable . . . . . . . . . . . . 45,780 (17,673) (108,023)
Due to affiliates. . . . . . . . . . . . (256,935) 229,325 (11,932)
Other liabilities. . . . . . . . . . . . 82,402 (124,642) (2,978)
----------- ----------- -----------
Net cash provided by (used in)
operating activities . . . . . . 4,046,945 3,475,131 1,745,246
----------- ----------- -----------
Cash flows from investing activities:
Net sales and maturities of short-term
investments . . . . . . . . . . . . . . . -- -- 4,655,758
Funding of mortgage notes receivable . . . -- -- (436,984)
Partnership's distributions from unconsolidated
ventures, including cash proceeds
from sale of property. . . . . . . . . . 4,708,711 639,246 --
Collection of principal on mortgage notes
receivable . . . . . . . . . . . . . . . 21,964,802 -- 213,974
Payment of deferred costs. . . . . . . . . (1,155) (5,219) --
----------- ----------- -----------
Net cash provided by (used in)
investing activities . . . . . . 26,672,358 634,027 4,432,748
----------- ----------- -----------
Cash flows from financing activities:
Distributions to limited partners. . . . . (7,554,605) (2,921,155) (2,172,921)
Distributions to general partners. . . . . (264,466) (319,763) (241,062)
----------- ----------- -----------
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
1996 1995 1994
----------- ----------- -----------
Net cash provided by
(used in) financing
activities . . . . . . . . . . . (7,819,071) (3,240,918) (2,413,983)
----------- ----------- -----------
Net increase (decrease)
in cash and cash
equivalents. . . . . . . . . . . 22,900,232 868,240 3,764,011
Cash and cash equivalents,
beginning of year. . . . . . . . 5,205,597 4,337,357 573,346
----------- ----------- -----------
Cash and cash equivalents,
end of year. . . . . . . . . . . $28,105,829 5,205,597 4,337,357
=========== =========== ===========
Supplemental disclosure of cash flow
information:
Cash paid for mortgage and
other interest . . . . . . . . . . . . . $ -- -- --
=========== =========== ===========
Non-cash investing and financing
activities . . . . . . . . . . . . . . . $ -- -- --
=========== =========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
JMB MORTGAGE PARTNERS, LTD.-IV
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
OPERATIONS AND BASIS OF ACCOUNTING
GENERAL
The Partnership holds through a joint venture an investment in
operating real estate. Such investment is in the form of an equity
investment. Business activities consist of rentals to commercial tenants
and the ultimate sale of such real estate. The Partnership currently
expects to conduct an orderly liquidation of its remaining investment and
wind up its affairs not later than December 31, 1999 barring unforseen
economic developments.
The equity method of accounting has been applied in the accompanying
financial statements with respect to the Partnership's interests in Calibre
Pointe Associates (prior to its sale in May 1996) and North Rivers Market
Associates.
The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying financial statements have been prepared from such records
after making appropriate adjustments to reflect the Partnership's accounts
in accordance with generally accepted accounting principles ("GAAP"). Such
adjustments are not recorded in the records of the Partnership. The net
effect of these items for the years ended December 31, 1996 and 1995 is
summarized as follows:
<TABLE>
<CAPTION>
1996 1995
-------------------------------------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (UNAUDITED) GAAP BASIS (UNAUDITED)
------------ ----------- ------------ ----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . $ 32,261,029 38,630,888 36,850,082 44,984,708
Partners' capital
accounts:
General Partners . . . . . 55,194 -- 45,390 (21,724)
Limited Partners . . . . . 31,882,247 38,509,452 36,352,351 44,718,962
Net earnings:
General Partners . . . . . 274,270 286,191 319,763 319,763
Limited Partners . . . . . 3,084,501 1,345,095 1,603,501 2,872,124
Net earnings per
limited partner-
ship interest. . . . . . . . 71.27 31.08 37.05 66.37
=========== ========== =========== ===========
</TABLE>
The net earnings per limited partnership interest is based upon the
number of Interests outstanding at the end of the period (43,276.25).
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results may differ from such
estimates.
Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.
Partnership distributions from its unconsolidated ventures are considered
cash flow from operating activities to the extent of the Partnership's
cumulative share of net earnings. In addition, the Partnership records
amounts held in U.S. Government obligations at cost which approximates
market. For the purposes of these statements, the Partnership's policy is
to consider all such amounts held with original maturities of three months
or less (approximately $27,860,000 and $5,191,000 at December 31, 1996 and
1995, respectively) as cash equivalents, which includes investments in an
institutional mutual fund which holds U.S. Government obligations, with any
remaining amounts (generally with original maturities of one year or less)
reflected as short-term investments being held to maturity.
Deferred costs in connection with mortgage investments are amortized
over the terms of the related agreements relating to such mortgage
investments using the straight-line method. Unamortized deferred costs are
expensed upon early payment of a mortgage loan.
No provision for state or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership. However, in certain instances, the Partnership has been
required under applicable law to remit directly to the taxing authorities
amounts representing withholding from distributions paid to partners.
The Partnership had been recognizing interest income only as collected
on one of its mortgage loans.
Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan" provides that the impairment of a
collateralized loan that is considered impaired (as defined) may be
recognized by creating a valuation allowance to the recorded balance of the
loan to yield a net carrying amount of the loan which is equal to the fair
value of the loan collateral. The Partnership elected to recognize
subsequent changes in the fair value of the collateral as adjustments to
this valuation allowance.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996. SFAS 121 requires that the Partnership and its
unconsolidated ventures record an impairment loss on its properties to be
held for investment whenever their carrying value cannot be fully recovered
through estimated undiscounted future cash flows from their operations and
sale. The amount of the impairment loss to be recognized would be the
difference between the property's carrying value and the property's
estimated fair value. The Partnership's policy is to consider a property
to be held for sale or disposition when the Partnership has committed to a
plan to sell of such property and active marketing activity has commenced
or is expected to commence in the near term. In accordance with SFAS 121,
any properties identified as "held for sale or disposition" are no longer
depreciated. Adjustments for impairment loss for such properties
(subsequent to the date of adoption of SFAS 121) are made in each period as
necessary to report these properties at the lower of carrying value or fair
value less costs to sell. The adoption of SFAS 121 did not have any
significant effect on the Partnership's financial position, results of
operations or liquidity.
The accompanying financial statements include $556,008, ($144,192) and
$663,684 respectively of the Partnership's share of total property
operations of $1,581,170, ($550,607) and $1,862,820 of unconsolidated
properties held for sale or disposition as of December 31, 1996 or sold or
disposed of in the past three years.
INVESTMENTS
CALIBRE POINTE APARTMENTS
In September 1987, the Partnership participated in funding a
$13,250,000 participating first mortgage loan, secured by a 214-unit luxury
apartment complex known as Calibre Pointe Apartments located in Atlanta,
Georgia. The Partnership funded $5,000,020 (a 37.736% participation) of
this loan and $8,249,980 (a 62.264% participation) was funded by JMB
Mortgage Partners, Ltd.-III ("Mortgage Partners-III"), a partnership
affiliated with the General Partners (jointly the "Lenders"). The general
partners of the borrower personally guaranteed 12-1/2% of the principal
amount of the loan. As additional security for the first mortgage loan,
the borrower delivered to the Lenders a $250,000 standby letter of credit
upon which the Lenders were permitted to draw in the event of a loan
default.
Due to competitive market conditions, the borrower did not make all of
its required 1991 monthly interest payments under the terms of the mortgage
note, and the Lenders obtained legal title to the property on December 3,
1991. An affiliate of the General Partners of the Partnership assumed
management of the property (until December, 1994 when the affiliate sold
certain of its assets and assigned its interest in its contract to an
unaffiliated third party) under an agreement which provided for a fee
computed as a percentage of gross income of the property. The Lenders
contributed the property to a newly formed joint venture between themselves
(Calibre Pointe Associates) to own and operate the complex. The terms of
the venture agreement provided in general, that the benefits of ownership,
including tax effects, net cash receipts and sale proceeds were allocated
or distributed as the case may be, between the Partnership and Mortgage
Partners-III in proportion to their respective capital contributions to the
venture (37.736% by the Partnership). The Partnership recorded its net
carrying value (including liabilities of the property assumed at
acquisition) in the property contributed to the venture in an amount not in
excess of its then estimated fair value.
Calibre Pointe Associates sold the property on May 30, 1996 for
$14,450,000 (before selling costs), which was paid in cash at closing.
Calibre Pointe Associates recognized a gain of $2,600,763 for financial
reporting purposes and recognized a gain of approximately $2,126,000 for
Federal income tax purposes in 1996. The Partnership recognized a gain of
$980,379 for financial reporting purposes and recognized a gain of
approximately $802,000 for Federal income tax purposes in 1996.
As the Partnership had committed to a plan to sell the property, the
property was classified as held for sale or disposition as of January 1,
1996 and therefore, was not subject to continued depreciation.
NORTH RIVERS MARKET ASSOCIATES
In December 1987, the Partnership participated in the initial funding
of a non-recourse participating first mortgage loan in the maximum
principal amount of $19,250,000 secured by a first mortgage on a shopping
center known as the North Rivers Market Shopping Center in North
Charleston, South Carolina. The other lender was Mortgage Partners-III,
(jointly the "Lenders"). The Lenders' initial funding was $17,350,000, of
which the Partnership's share was $5,813,378 (33.5065% of the loan). Up to
an additional $1,900,000 was to have been funded by the Lenders, if certain
rental and occupancy levels were achieved.
Due to the significant vacancy level at the property, the borrower
made only a portion of the required interest payments for the years 1991
and 1992.
On May 17, 1993, the borrower, pursuant to a deed in lieu of
foreclosure, transferred legal title of the property to North Rivers Market
Associates ("NRMA") to own and operate the complex. NRMA is a joint
venture in which the Partnership and Mortgage Partners-III each own shares
in proportion to their original share of the former first mortgage loan.
The terms of the venture agreement provide in general that the benefits of
ownership, including tax effects, net cash receipts, sale proceeds, and
future contribution obligations are allocated or distributed, as the case
may be, between the Partnership and the venture partner in proportion to
their respective capital accounts. An affiliate assumed management of the
property under an agreement which provides for a fee computed as 6% of
gross income of the property. The Partnership recorded its net carrying
value (including liabilities of the property assumed at acquisition) of the
property contributed to the venture in an amount not in excess of its then
estimated fair value. The Partnership recorded a provision for value
impairment in the amount of $2,300,000 (of which $770,000 has been
allocated to the Partnership and was reflected in the Partnership's share
of operations of unconsolidated ventures for the year ended December 31,
1995) for financial reporting purposes.
As the Partnership has committed to a plan to sell the property, the
property was classified as held for sale or disposition as of December 31,
1996 and therefore, will not be subject to continued depreciation.
RIVERPOINT CENTER
In August 1989, the Partnership participated in the funding of a ten-
year non-recourse participating first mortgage loan. The Partnership
committed to fund a maximum of $13,200,000 or approximately 45.128% of
this loan. The remaining portion of the loan was funded by Mortgage
Partners-III, and IDS Life Account RE, an entity advised by an affiliate of
the General Partners (jointly called the "Lenders"). The loan was secured
by a first mortgage on a shopping center known as Riverpoint Center located
in Chicago, Illinois. The Lenders cumulatively funded $28,039,630
($12,653,783 by the Partnership). The loan bore basic interest at the rate
of 9.25% per annum for 1994 and 1995 which increased to a rate of 9.50% per
annum in 1996. The loan also provided for simple accrued interest (payable
at maturity) and a participation by the Lenders in excess property cash
flows (as defined).
The borrower had notified the Lenders that it was experiencing
financial difficulties and approached the Lenders regarding a loan
modification. During the third quarter of 1996, the Lenders and borrowers
finalized a loan modification. In conjunction with the modification
agreement, the Lenders agreed to accept at certain dates through June 30,
1997 repayment of the loan at specified amounts. As repayment of the loan
per such agreement yielded the Lenders an amount less than the carrying
amount of the loan, the Partnership recognized as of July 1, 1996 an
additional provision for loan loss of $105,168. On December 24, 1996, the
borrower, in accordance with the agreement, repaid the lenders $27,400,000
(of which the Partnership's share was $12,365,128) in full satisfaction of
the mortgage loan.
For financial reporting purposes, the Partnership did not recognize
any gain or loss from this transaction as a result of the Partnership's
previously recorded provisions for loan loss. For Federal income tax
reporting purposes, the Partnership recognized a loss of approximately
$1,929,000 in 1996 as a result of this transaction.
Also, based upon the borrower's past financial difficulties, there was
uncertainty as to the Partnership's ability to recover the principal
balance of the loan. As a result, the Partnership, as a matter of prudent
accounting practice, had recorded a provision for loan loss of $183,486 as
of December 31, 1995. In addition to a provision recorded at December 31,
1991, such provisions were recorded to reduce the net carrying value of the
loan to the then estimated fair value of the loan collateral.
FRANKLIN FARM VILLAGE CENTER
In December 1991, the Partnership participated in the funding of a
non-recourse participating first mortgage loan secured by a first mortgage
on a shopping center known as Franklin Farm Village Center (the "Center")
located in Fairfax County, Virginia. The Partnership committed to fund a
maximum of $11,000,000 or approximately 66.3% of the loan. The other
lender is Mortgage Partners - III (jointly the "Lenders"). The loan bore
interest at 8.5% per annum during 1994, 1995 and 1996 (payable monthly) and
also provided for simple accrued interest (payable at maturity) and for
participation by the Lenders in excess property cash flows (as defined).
The Lenders had cumulatively funded approximately $14,809,000 of which the
Partnership's share was approximately $9,818,000.
In June 1994, the Lenders received a partial return in the amount of
$322,907 of the original principal funding (of which the Partnership's
share was $213,974) related to an "earn down" provision in the original
purchase agreement between the borrower and the seller. The borrower
remitted the earn down proceeds back to the Lenders as required by the
terms of the loan agreement.
During July 1996, the Lenders executed an agreement with the borrower
regarding an early repayment of the mortgage loan. Such agreement allowed
the borrower to repay the loan at a predetermined amount prior to November
8, 1996. Pursuant to such agreement, the Lenders received $16,275,000 on
October 30, 1996 as payment in full of all principal and interest due on
the mortgage loan. The Partnership has received and recognized as income
basic and simple accrued interest of approximately $885,737 that was
previously not recorded. Although such repayment did not result in a gain
or loss for financial reporting purposes, the Partnership reported a loss
on repayment of approximately $136,000 for Federal income tax reporting
purposes in 1996.
PARTNERSHIP AGREEMENT
Net profits of the Partnership from operations are generally allocated
to the General Partners in an amount equal to the greater of 1% of net
profits or the amount of net cash flow actually distributed to the General
Partners, with the remaining net profits allocated to the Limited Partners.
Any net losses from Partnership operations will be allocated 90% to the
Limited Partners and 10% to the General Partners. Net profits from the
repayment or other disposition of mortgage investments will generally be
allocated first to the General Partners in an amount equal to the greater
of 1% of such net profits or the cash distributions to the General Partners
from the proceeds of such repayment or other disposition (as described
below). The remaining net profits from any disposition of mortgage
investments will be allocated to the Limited Partners. Net losses from the
repayment or other disposition of mortgage investments will be allocated
99% to the Limited Partners and 1% to the General Partners.
The General Partners are not required to make any additional capital
contributions except under certain limited circumstances upon dissolution
and termination of the Partnership. Distributions of "net cash flow" of
the Partnership will be made 90% to the Limited Partners and 10% to the
General Partners, with one-half of such net cash flow distributable to the
General Partners in the first twelve fiscal quarters following the close of
the offering subordinated to the receipt by the Limited Partners of a
stipulated return on their "current capital accounts" on a non-cumulative
basis. Distributions of "repayment proceeds" will be made 97% to the
Limited Partners and 3% to the General Partners (such 3% being subject to
certain limitations) until the Limited Partners have received repayment
proceeds equal to their capital investment plus a stipulated return on
their current capital account. As the Limited Partners are not currently
expected to receive repayment proceeds equal to their original contributed
capital from the remaining investment of the Partnership, the General
Partners are deferring the receipt of such 3% distribution from all of the
sales and repayments which occurred in 1996. Subject to the General
Partners' receipt of any deferred share of net cash flow, any remaining
repayment proceeds will be distributed 87% to the Limited Partners and 13%
to the General Partners until the Limited Partners have received repayment
proceeds providing an additional stipulated return on their current capital
account. The remaining repayment proceeds will be distributed 85% to the
Limited Partners and 15% to the General Partners. Of the cumulative
distributions of $27,131,966 paid to the Limited Partners through December
31, 1996, $1,282,285 represents a 5% return to certain Limited Partners
through January 22, 1988 (the final admittance of the Limited Partners) for
the period during which the Limited Partner's subscription proceeds were
held in escrow.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of and for the years ended December 31, 1996, 1995 and
1994 are as follows:
UNPAID AT
DECEMBER 31,
1996 1995 1994 1996
-------- -------- ------- ------------
Reimbursement (at cost)
for accounting
services. . . . . . . $4,919 33,542 39,637 275
Reimbursement (at cost)
for portfolio manage-
ment services . . . . 16,819 20,029 19,948 3,962
Reimbursement (at cost)
for legal services. . 2,154 1,204 1,979 698
Reimbursement (at cost)
for administrative
charges and other
out-of-pocket
expenses. . . . . . . -- 83,106 1,540 --
------- ------- ------ -------
$23,892 137,881 63,104 4,935
======= ======= ====== =======
The Corporate General Partner is entitled to receive mortgage
investment servicing fees from the Partnership at an annual rate of 1/4 of
1% of the maximum amount advanced by the Partnership and outstanding from
time to time with respect to mortgage investments. The cumulative amount
of such fees aggregated $452,670 of which $37,281 was unpaid at December
31, 1996.
The General Partners are entitled to distributions of net cash flow
from the Partnership. The cumulative amount of such distributions
aggregated $2,292,218 at December 31, 1996, of which approximately $442,000
is being deferred in accordance with the subordination requirements of the
Partnership Agreement. All amounts deferred or payable currently do not
bear interest.
INVESTMENT IN UNCONSOLIDATED VENTURES
The following is summary financial information for Calibre Pointe
Apartments (through its sale in May 1996) and North Rivers Market
Associates as of and for the years ended December 31, 1996 and 1995:
1996 1995
----------- -----------
Current assets . . . . . . . . $ 2,477,244 2,166,337
Current liabilities. . . . . . (151,923) (268,027)
----------- -----------
Working capital . . . . . 2,325,321 1,898,310
----------- -----------
Investment properties,
net of depreciation. . . . . 9,303,871 20,984,008
Other assets, net. . . . . . . 25,088 41,375
Other liabilities, net . . . . (14,000) (34,074)
Venture partners' equity . . . (7,827,075) (14,690,136)
----------- -----------
Partnership's capital . . $ 3,813,205 8,199,483
=========== ===========
Represented by :
Invested capital . . . . . . $ 8,592,685 8,592,685
Cumulative cash distributions (8,017,386) (2,093,562)
Cumulative net earnings. . . 3,237,906 1,700,360
----------- -----------
$ 3,813,205 8,199,483
=========== ===========
Total income . . . . . . . . . $ 2,837,475 3,873,125
=========== ===========
Expenses applicable to
operating income . . . . . . $ 1,256,304 4,423,732
=========== ===========
Operating income (loss). . . . $ 1,581,171 (550,607)
=========== ===========
Gain on sale . . . . . . . . . $ 2,600,763 --
=========== ===========
Total income, expenses related to operating income, and net earnings
of Calibre Pointe Apartments and North Rivers Market Shopping Center for
the year ended December 31, 1994 were $3,822,930, $1,960,107 and
$1,862,823, respectively.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants during
fiscal years 1996 and 1995.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Corporate General Partner of the Partnership is JMB Realty
Corporation, ("JMB") a Delaware corporation, substantially all of the
outstanding shares of JMB are owned directly or indirectly, by certain of
its officers, directors, members of their families and their affiliates.
JMB has responsibility for all aspects of the Partnership's operations.
AGPP Associates, L.P., an Illinois limited partnership, with JMB as its
sole general partner, is the Associate General Partner and may, upon
agreement with the Corporate General Partner, from time to time participate
in managing Partnership assets, including approval of Partnership operating
budgets and maintenance of reserves and changes in investment objectives
based upon changes in financial and economic conditions. The Associate
General Partner shall be directed by a majority in interest of its limited
partners (who are generally officers, directors and affiliates of JMB or
its affiliates) as to whether to provide its approval (if applicable) with
respect to the management of the Partnership's assets.
The Partnership is subject to certain conflicts of interest arising
out of its relationships with the General Partners and their affiliates as
well as the fact that the General Partners and their affiliates are engaged
in a range of real estate activities. Certain services have been and may
in the future be provided to the Partnership or its investment properties
by affiliates of the General Partners, including property management
services and insurance brokerage services. In general, such services are
to be provided on terms no less favorable to the Partnership than could be
obtained from independent third parties and are otherwise subject to
conditions and restrictions contained in the Partnership Agreement. The
Partnership Agreement permits the General Partners and their affiliates to
provide services to, and otherwise deal and do business with, persons who
may be engaged in transactions with the Partnership, and permits the
Partnership to borrow from, purchase goods and services from, and otherwise
to do business with, persons doing business with the General Partners or
their affiliates. The General Partners and their affiliates may be in
competition with the Partnership under certain circumstances, including, in
certain geographical markets, for tenants for properties and/or for the
sale of properties. Because the timing and amount of cash distributions
and profits and losses of the Partnership may be affected by various
determinations by the General Partners under the Partnership Agreement,
including whether and when to sell or refinance a property, the
establishment and maintenance of reasonable reserves, the timing of
expenditures and the allocation of certain tax items under the Partnership
Agreement, the General Partners may have a conflict of interest with
respect to such determinations.
The names, positions held and length of service therein of each
director, and the executive and certain other officers of the Corporate
General Partner are as follows:
SERVED IN
NAME OFFICE OFFICE SINCE
- - ---- ------ ------------
Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Chief Financial Officer 2/22/96
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
John G. Schreiber Director 3/14/73
H. Rigel Barber Executive Vice President 1/02/87
Chief Executive Officer 8/01/93
Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/17/84
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91
There is no family relationship among any the foregoing directors or
officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Corporate General Partner to be held
on June 7, 1997. All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Corporate General Partner to be held on June 7,
1997. There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.
JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited Partnership-
IX ("Carlyle-IX"), Carlyle Real Estate Limited-XI ("Carlyle-XI"), Carlyle
Real Estate Limited Partnership-XII ("Carlyle-XII"), Carlyle Real Estate
Limited Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate Limited
Partnership-XIV ("Carlyle-XIV"), Carlyle Real Estate limited Partnership-XV
("Carlyle-XV"), Carlyle Real Estate Limited Partnership-XVI ("Carlyle-
XVI"), Carlyle Real Estate Limited Partnership-XVII ("Carlyle-XVII"), JMB
Mortgage Partners, Ltd.-III ("Mortgage Partners-III"), Carlyle Income Plus,
Ltd. ("Carlyle Income Plus"), and Carlyle Income Plus, Ltd.-II ("Carlyle
Income Plus-II") and the managing general partner of JMB Income Properties,
Ltd.-IV ("JMB Income-IV"), JMB Income Properties, Ltd.-V ("JMB Income-V"),
JMB Income Properties, Ltd.-VI ("JMB Income-VI"), JMB Income Properties,
Ltd.-X, ("JMB Income-X"), JMB Income Properties, Ltd.-XI ("JMB Income-XI"),
JMB Income Properties, Ltd.-XII ("JMB Income -XII"), and JMB Income
Properties, Ltd.-XIII, ("JMB Income-XIII"). JMB is also the sole general
partner of the associate general partner of most of the foregoing
partnerships. Most of the foregoing directors and officers are also
officers and/or directors of various affiliated companies of JMB including
Arvida/JMB Managers, Inc. (the general partner of Arvida/JMB Partners, L.P.
("Arvida")), Arvida/JMB Managers-II, Inc. (the general partner of
Arvida/JMB Partners, L.P.-II ("Arvida-II"), and Income Growth Managers,
Inc. (the general partner of IDS/JMB Balance Income Growth, Ltd.
("IDS/BIG")). Most of such directors and officers are also partners of
certain partnerships which are associate general partners in the following
real estate limited partnerships: Carlyle-VII, Carlyle-IX, Carlyle-XI,
Carlyle-XII, Carlyle-XIII, Carlyle-XIV, Carlyle-XV, Carlyle-XVI, Carlyle-
XVII, JMB Income-VI, JMB Income-IX, JMB Income-X, JMB Income-XI, JMB
Income-XII, JMB Income-XIII, Mortgage Partners-III, Carlyle Income Plus,
Carlyle Income Plus-II and IDS/BIG.
The business experience during the past five years of each such
director and officer of the Corporate General Partner of the Partnership in
addition to that described above is as follows:
Judd D. Malkin (age 59) is an individual general partner of JMB
Income-II, JMB Income-IV and JMB Income-V. Mr. Malkin has been associated
with JMB since October, 1969. Mr. Malkin is a director of Urban Shopping
Centers, Inc. "USC, Inc.", an affiliate of JMB that is a real estate
investment trust in the business of owning, managing and developing
shopping centers. He is a Certified Public Accountant.
Neil G. Bluhm (age 59) is an individual general partner of JMB-Income
II, JMB Income-IV, JMB Income-V. Mr. Bluhm has been associated with JMB
since August, 1970. Mr. Bluhm is a director of USC, Inc. He is a member
of the Bar of the State of Illinois and a Certified Public Accountant.
Burton E. Glazov (age 58) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December 1990.
He is a member of the Bar of the State of Illinois and a Certified Public
Accountant.
Stuart C. Nathan (age 55) has been associated with JMB since July,
1972. Mr. Nathan is also a director of Sportmart, Inc., a retailer of
sporting goods. He is a member of the Bar of the State of Illinois.
A. Lee Sacks (age 63) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December, 1972.
John G. Schreiber (age 50) has been associated with JMB since
December, 1970 and served as an Executive Vice President of JMB until
December 1990. Mr. Schreiber is President of Schreiber Investments, Inc.,
a company which is engaged in the real estate investing business. He is
also a senior advisor and partner of Blackstone Real Estate Partners, an
affiliate of the Blackstone Group, L.P. He is also a director of USC,
Inc., as well as a director for a number of investment companies advised or
managed by T. Rowe Price Associates and its affiliates. Since 1994 Mr.
Schreiber has also served as a Trustee of Amli Residential Property Trust,
a publicly-traded real estate investment trust that invests in multi-family
properties. He holds a Masters degree in Business Administration from
Harvard University Graduate School of Business.
H. Rigel Barber (age 47) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.
Glenn E. Emig (age 49) has been associated with JMB since December,
1979. Prior the becoming Executive Vice President of JMB, Mr. Emig was
Executive Vice President and Treasurer of JMB Institutional Realty
Corporation. He holds a Masters Degree in Business Administration from the
Harvard University Graduate School of Business and is a certified Public
Accountant.
Gary Nickele (age 44) has been associated with JMB since February,
1984. He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.
Gailen J. Hull (age 48) has been associated with JMB since March,
1982. He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.
Howard Kogen (age 61) has been associated with JMB since March, 1973.
He is a Certified Public Accountant.
ITEM 11. EXECUTIVE COMPENSATION
The General Partners of the Partnership are entitled to receive a
share of cash distributions, when and as cash distributions are made to the
Limited Partners, and a share of profits or losses. In 1996 and 1995, the
General Partners received $264,466 and $319,763 of cash distributions,
respectively. The General Partners received a share of Partnership
earnings for tax purposes aggregating $286,191 in 1996.
The Corporate General Partner is entitled to receive mortgage
investment servicing fees from the Partnership at an annual rate of 1/4 of
1% of the maximum amount advanced by the Partnership and outstanding from
time to time with respect to mortgage investments. The servicing fee is
payable from the date the Partnership first advances funds with respect to
a mortgage investment. The cumulative amount of such fees aggregated
$452,670 of which $37,281 was unpaid at December 31, 1996.
An affiliate of the General Partner is entitled to property management
fees for the North Rivers Market Shopping Center. In 1996, the
Partnership's proportionate share of these fees was $32,432, all of which
was paid at December 31, 1996.
JMB Realty Corporation and its affiliates are entitled to receive
application and commitment fees in connection with the receipt of loan
applications and the issuance of commitments to make mortgage loans and to
enter into land purchase-leasebacks. Such application and commitment fees
shall not exceed 3% of the gross proceeds of the offering. To the extent
they are paid by actual or prospective borrowers or sellers of land, the
fees otherwise payable by the Partnership will be reduced. As of December
31, 1996, JMB has received $667,964 of such fees from the borrowers and the
Partnership has paid $630,172 of such fees to the Corporate General
Partner.
The Corporate General Partner and its affiliates are entitled to
reimbursement for salaries, salary-related and direct expenses of certain
of their officers and employees while directly engaged in the
administration of the Partnership and the operation of the Partnership's
real property investments. In 1996, such reimbursable costs aggregated
$23,892, of which $4,935 were unpaid at December 31, 1996.
The Partnership is permitted to engage in various transactions
involving affiliates of the Corporate General Partner. The relationship of
the Corporate General Partner (and its director and officers) to its
affiliates is set forth above in Item 10 above.
<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) No person or group is known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership.
(b) The Corporate General Partner, its officers and directors and the Associate General Partner own the
following Interests of the Partnership:
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- - -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership JMB Realty 5 Interests Less than 1%
Interests Corporation indirectly (1)
Limited Partnership Corporate General 8.78371 Interests Less than 1%
Interests Partner, its indirectly (1)
officers and directors,
and the Associate
General Partner
<FN>
(1) Includes 5 Interests owned by the Initial Limited Partner of the Partnership for which JMB Realty
Corporation, as the indirect majority shareholder of the Initial Limited Partners is deemed to have the voting and
investment power.
No officer or director of the Corporate General Partner of the Partnership possesses a right to acquire
beneficial ownership of Interests of the Partnership.
Reference is made to Item 10 for information concerning the ownership of the Corporate General Partner.
(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.
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no significant transactions or business relationships with
the General Partners, their affiliates or their management other than those
described in Items 10 and 11 above.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements (See Index to Financial Statements
filed with this report.)
(2) Exhibits
3-A. The Prospectus of the Partnership dated September 18,
1986, as supplemented January 22, 1987, April 23, 1987, June 12, 1987,
August 6, 1987, September 14, 1987, and September 28, 1987 as filed with
the commission pursuant to Rules 424 (b) and 424 (c), is hereby
incorporated herein by reference to the Partnership' Report on Form S-11
(File No. 33-4036) dated September 18, 1986.
3-B. Amended and Restated Agreement of Limited Partnership
set forth as Exhibit A to the Prospectus, included in the Partnership'
Report on Form S-11 (File No. 33-4036) dated September 18, 1986 which
agreement is hereby incorporated herein by reference.
3-C. Acknowledgement of rights and duties of the General
Partners of the Partnership between AGPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is hereby incorporated herein by reference to the
Partnership's Report for June 30, 1996 on Form 10-Q (File No. 0-16599)
dated August 9, 1996.
10-A. Loan documents related to the Partnership's
participation in the funding of a first mortgage loan secured by a first
mortgage on Riverpoint Center Shopping Center located in Chicago, Illinois,
is hereby incorporated herein by reference to the Partnership's Report on
Form 8-K (File No. 33-4036) dated September 5, 1989.
10-B. Loan documents related to the Partnership's
participation in the funding of a participating first mortgage loan secured
by Franklin Farm Village Center Shopping located Fairfax County, Virginia,
is hereby incorporated herein by reference to the Partnership's Report on
Form 8-K (File No. 0-16599) dated November 21, 1991.
10-C. First and Second Amendments to the loan documents dated
September 28, 1993 and November 23, 1994, respectively, between
Rosenfeld/Franklin Farm Village Center L.P. and Mortgage Partners, Ltd.-IV,
relating to additional loan amounts, are hereby incorporated herein by
reference to the Partnership's Report for December 31, 1994 on Form 10-K
(File No. 0-16599) dated March 27, 1995.
10-D. Loan documents related to the repayment of the mortgage
loan secured by Franklin Farm Village Center Shopping located in Fairfax
County, Virginia, are filed herewith.
10-E. Loan documents related to the repayment of the mortgage
loan on Riverpoint Center Shopping Center located in Chicago, Illinois, are
filed herewith.
21. List of Subsidiaries
24. Powers of Attorney
27. Financial Data Schedule
No annual report or proxy material for the fiscal year 1996 has been
sent to the Partners of the Partnership. An annual report will be sent to
the Partners subsequent to this filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the Partnership has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
JMB MORTGAGE PARTNERS, LTD. - IV
By: JMB Realty Corporation
Corporate General Partner
GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 21, 1997
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: JMB Realty Corporation
Corporate General Partner
JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 21, 1997
NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 21, 1997
H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 21, 1997
GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 21, 1997
GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 21, 1997
A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 21, 1997
STUART C. NATHAN*
By: Stuart C. Nathan, Executive Vice President
and Director
Date: March 21, 1997
*By: GAILEN J. HULL, Pursuant to a Power of Attorney
GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date: March 21, 1997
JMB MORTGAGE PARTNERS, LTD. - IV
EXHIBIT INDEX
DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------- ----
3-A. Copies of pages 8-15, 46-47
and A-7 to A-21 of the Prospectus
of the Partnership dated
September 18, 1986, (as
supplemented) Yes --
3-B. Amended and Restated Agreement
of Limited Partnership Yes --
3-C. Rights and duties of AGPP
Associates, L.P. Yes --
10-A. Riverpoint Center Loan Documents Yes --
10-B. Franklin Farm Village
Loan Documents Yes --
10-C. First and Second Amendments
to Franklin Farm Village
Loan Documents Yes --
10-D. Franklin Farm Village Shopping
Center Loan Documents No
10-E. Riverpoint Center Shopping
Center Repayment Loan Documents No
21. List of Subsidiaries No --
24. Powers of Attorney No --
27. Financial Data Schedule No --
EXHIBIT 10-D
- - ------------
JMB MORTGAGE PARTNERS, LTD.-IV
900 North Michigan Avenue
Chicago, Illinois 60611
October 21, 1996
Rosenfeld/Franklin Farm Village Center, L.P.
c/o JBG/Rosenfeld Retail Properties Company
Suite 1111
7101 Wisconsin Avenue, N.W.
Bethesda, Maryland 20814
Re: Franklin Farm Village Center
Fairfax, Virginia
----------------------------
Ladies and Gentlemen:
Please refer to that certain promissory note (the "NOTE")
captioned "PROMISSORY NOTE," dated November 25, 1991, made by
Rosenfeld/Franklin Farm Village Center, L.P. ("BORROWER"), payable to the
order of JMB Mortgage Partners, Ltd.-IV ("LENDER"), in the original
principal amount of $13,463,144.18, pursuant to which Lender made a loan
(the "LOAN") to Borrower in the amount of the Note. The Loan is evidenced
by the Note, and it is also evidenced or secured by, among other
instruments, (i) that certain deed of trust (the "DEED OF TRUST") captioned
"CREDIT LINE, PURCHASE MONEY DEED OF TRUST, ASSIGNMENT OF LEASES AND
RENTS,
SECURITY AGREEMENT AND FINANCING STATEMENT," dated as of November 25, 1991,
executed and delivered by Borrower to Lois J. Vermilion ("TRUSTEE"), for
the benefit of Lender, recorded in Fairfax County, Virginia on December 19,
1991 in Deed Book 7975, commencing at page 1612, encumbering the real
property described therein, and that certain assignment captioned
"ASSIGNMENT OF LEASES AND RENTS," dated as of November 25, 1991 (the
"ASSIGNMENT"), executed and delivered by Borrower in favor of Lender,
recorded in Fairfax County, Virginia on December 19, 1991 in Deed Book 7975
commencing at page 1653, (ii) that certain amendment (the "FIRST
AMENDMENT") captioned "FIRST AMENDMENT TO (1) PROMISSORY NOTE, (2) CREDIT
LINE, PURCHASE MONEY DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FINANCING STATEMENT, (3) ASSIGNMENT OF LEASES
AND
RENTS AND (4) LEASING STANDARDS LETTER," dated as of September 28, 1993, by
and among Borrower, Lender and Trustee; and (iii) that certain amendment
(the "SECOND AMENDMENT") captioned "SECOND AMENDMENT TO (1) PROMISSORY
NOTE, (2) CREDIT LINE, PURCHASE MONEY DEED OF TRUST, ASSIGNMENT OF
LEASES
AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT, (3)
ASSIGNMENT OF
LEASES AND RENTS AND (4) LEASING STANDARDS LETTER," dated as of November
23, 1994, by and among Borrower, Lender and Trustee. The foregoing
documents are referred to herein as the "LOAN DOCUMENTS."
On October 18, 1996 (the "REPAYMENT DATE"), Lender will accept
a payment of $16,335,702.57 as repayment in full of the principal balance
of the Loan and all Additional Interest owing thereunder. In the event
that the Loan is not repaid on this day, then Lender will accept a
repayment of $16,335,702.57, plus payment of interest in the amount of
$3,372.36 for each day thereafter that the Loan remains unpaid, as
repayment in full of the principal balance of the Loan and Additional
Interest owing thereunder. All Basic Interest (as defined in the Note)
which has accrued hereunder and has not been paid as of the Repayment Date
must be paid in full at that time. In order for Lender to accept a
repayment of the Loan in accordance with the terms of this paragraph,
repayment of the Loan must occur by __________, 1996.
Except for the agreement of Lender to accept a repayment of
principal and Additional Interest in accordance with the terms of this
letter, the Loan Documents are and shall remain in full force and effect in
accordance with their terms. No party to this letter will be bound by, and
no rights or liabilities will arise from, any statements, oral agreements,
draft documents, term sheets, letters or any other communications. This
letter may only be amended by a written amendment, fully executed and
delivered by the parties.
Thank you very much.
JMB MORTGAGE PARTNERS-IV, LTD.,
an Illinois limited partnership
By: JMB Realty Corporation,
a Delaware corporation, General
Partner
By: -----------------------
Julie H. Walner
Vice President
EXHIBIT 10-E
- - ------------
JMB MORTGAGE PARTNERS, LTD.-IV
900 North Michigan Avenue
Chicago, Illinois 60611
December 15, 1996
River Point Limited Partnership
566 West Adams Street
Suite 505
Chicago, Illinois 60606
Attention: Mr. Arthur Slaven
Re: River Point Limited Partnership
Chicago, Illinois
--------------------------------
Ladies and Gentlemen:
Please refer to that certain Promissory Note, dated August 22,
1989 (the "ORIGINAL NOTE"), in the original principal amount of
$29,250,000, made by River Point Limited Partnership, an Illinois limited
partnership ("BORROWER"), and LaSalle National Trust, N.A., not personally
but as successor trustee under a Trust Agreement dated December 1, 1987 and
known as Trust No. 111365 (the "TRUST") (the Trust and Borrower are
referred to herein, collectively, as the "MORTGAGOR"), as maker, payable to
the order of JMB Mortgage Partners, Ltd.-IV, an Illinois limited
partnership ("LENDER"), pursuant to which Lender made a loan (the "LOAN")
to Mortgagor. The Original Note is secured by, among other things, that
certain mortgage, captioned "Mortgage, Assignment of Leases and Rents,
Security Agreement and Financing Statement," dated August 22, 1989, by the
Trust and Borrower, as mortgagor, and Lender, as mortgagee, recorded on
August 23, 1989, as Instrument No. 89394053 in the Official Records of Cook
County, Illinois (the "MORTGAGE"). The Mortgage encumbers that certain
real property located in Cook County, Illinois, commonly known as River
Point Center, Chicago, Illinois, more particularly described in the
Mortgage and in Exhibit A hereto, and all improvements and personal
property of the Mortgagor situated thereon or used in connection therewith
(collectively, the "PREMISES"). Lender and Mortgagor entered into a
modification agreement (the "AGREEMENT") captioned "LOAN MODIFICATION
AGREEMENT," dated September 11, 1996, pertaining to the Original Note, the
Mortgage and the other documents, agreements and instruments evidencing,
governing or securing the Loan executed prior to the date hereof
(collectively, the "LOAN DOCUMENTS").
On the date hereof, Lender will accept a payment of
$27,624,999.00 as repayment in full of the Loan, including all principal,
interest and charges which may be due and owing under the Loan Documents.
This sum consists of a principal payment of the Loan in the amount of
$27,400,000.00, a Deferred Interest Payment Amount (as defined in the
Agreement) in the amount of $174,999.00 and a payment of Blockbuster
Deferred Interest (as defined in the Agreement) in the amount of
$50,000.00. For each day after December 15, 1996 that the Loan remains
outstanding, the Loan may be repaid by payment of an amount (the "REPAYMENT
AMOUNT") equal to (a) $27,624,999.00 plus (b) one day's Basic Interest (as
defined in the Note) in the amount of $7,278.05 for each day through the
repayment date that the Loan remains outstanding. Notwithstanding the
terms of the Agreement, the obligation of Mortgagor to pay any and all
Additional Interest which may be owing under the Loan Documents shall be
satisfied by payment of the Repayment Amount.
The Repayment Amount must be delivered, if at all, by wire
transfer to the account of JMB Mortgage Partners, Ltd.-IV at Bank of
America Illinois, Chicago, Illinois, ABA Number 071000039, Account Number
7490550.
Any and all funds held in escrow by Lender for the payment of
real estate taxes will be returned to Mortgagor by check payable to
Mortgagor within a reasonable period of time following receipt of the
Repayment Amount.
In order for Lender to accept a repayment of the Loan in
accordance with the terms of this letter, Lender must receive the Repayment
Amount by the close of Business on December 24, 1996. If Lender does not
receive the Repayment Amount by the close of business on December 24th,
then this letter shall be null and void, and any repayment of the Loan must
be made in accordance with the terms of the Loan Documents.
Except for the agreement of Lender to accept a repayment of the
Loan in accordance with the terms of this letter, the Loan Documents are
and shall remain in full force and effect in accordance with their terms.
No party to this letter will be bound by, and no rights or liabilities will
arise from, any statements, oral agreements, draft documents, term sheets,
letters or any other communications. This letter may only be amended by a
written amendment, fully executed and delivered by the parties.
Thank you very much.
JMB MORTGAGE PARTNERS, LTD.-IV,
an Illinois limited partnership
By: JMB Realty Corporation,
a Delaware corporation, General
Partner
By: --------------------
Julie H. Walner
Vice President
EXHIBIT 21
LIST OF SUBSIDIARIES
The Partnership is a general partner in North Rivers Market
Associates, an Illinois general partnership which holds title to the North
Rivers Market Shopping Center.
Reference is made to the Notes for a summary description of the terms
of such partnership agreement. The Partnership's interest in the foregoing
joint venture partnership, and the Partnership's share of results of its
operations are included in the Financial Statements of the Partnership
filed with this annual report.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of JMB MORTGAGE PARTNERS,
LTD. - IV, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1996, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 22nd day of January, 1997.
H. RIGEL BARBER
- - -----------------------
H. Rigel Barber Chief Executive Officer
GLENN E. EMIG
- - -----------------------
Glenn E. Emig Chief Operating Officer
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1996,
and any and all amendments thereto, the 22nd day of January, 1997.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of JMB MORTGAGE PARTNERS,
LTD. - IV, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1996, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 22nd day of January, 1997.
NEIL G. BLUHM
- - ----------------------- President and Director
Neil G. Bluhm
JUDD D. MALKIN
- - ----------------------- Chairman and Chief Financial Officer
Judd D. Malkin
A. LEE SACKS
- - ----------------------- Director of General Partner
A. Lee Sacks
STUART C. NATHAN
- - ----------------------- Executive Vice President
Stuart C. Nathan Director of General Partner
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1996,
and any and all amendments thereto, the 22nd day of January, 1997.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 28,105,829
<SECURITIES> 0
<RECEIVABLES> 341,995
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 28,447,824
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 32,261,029
<CURRENT-LIABILITIES> 323,588
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 31,937,441
<TOTAL-LIABILITY-AND-EQUITY>32,261,029
<SALES> 2,468,952
<TOTAL-REVENUES> 2,468,952
<CGS> 0
<TOTAL-COSTS> 272,258
<OTHER-EXPENSES> 374,310
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,822,384
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,378,392
<DISCONTINUED> 980,379
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,358,771
<EPS-PRIMARY> 71.27
<EPS-DILUTED> 71.27
</TABLE>
