SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1996
-------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the transition period from to
------------ ------------
Commission file number 0-15646
-------
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3378299
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
----------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
--------------
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
----- -----
<PAGE>
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
(AN ILLINOIS LIMITED PARTNERSHIP)
BALANCE SHEETS
June 30, 1996 and December 31, 1995
(Unaudited)
ASSETS
1996 1995
------------ ------------
Cash and cash equivalents $ 96,423 $ 139,880
Accounts receivable 69,214 39,213
Investment in joint ventures with affiliates 906,833 992,883
------------ ------------
$ 1,072,470 $ 1,171,976
============ ============
LIABILITIES AND PARTNERS' DEFICIT
Loan payable - affiliate $ 1,118,145 $ 1,118,145
Accounts payable 4,480
Due to affiliates 130,394 185,138
------------ ------------
Total liabilities 1,248,539 1,307,763
------------ ------------
Affiliate's participation in joint venture 318,692 348,346
------------ ------------
Limited Partners' deficit (7,084 Interests
issued and outstanding) (429,600) (419,078)
General Partner's deficit (65,161) (65,055)
------------ ------------
Total partners' deficit (494,761) (484,133)
------------ ------------
$ 1,072,470 $ 1,171,976
============ ============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF INCOME AND EXPENSES
for the six months ended June 30, 1996 and 1995
(Unaudited)
1996 1995
------------ ------------
Income:
Participation in net income (loss) of joint
ventures with affiliates $ 113,950 $ (31,744)
------------ ------------
Total income 113,950 (31,744)
------------ ------------
Expenses:
Interest on short-term loan from an
affiliate 39,329 29,187
Administrative 63,243 88,260
------------ ------------
Total expenses 102,572 117,447
------------ ------------
Income (loss) before affiliate's participation
in income from joint venture 11,378 (149,191)
Affiliate's participation in income from
joint venture (22,006) (10,547)
------------ ------------
Net loss $ (10,628) $ (159,738)
============ ============
Net loss allocated to General Partner $ (106) $ (1,597)
============ ============
Net loss allocated to Limited Partners $ (10,522) $ (158,141)
============ ============
Net loss per Limited Partnership
Interest (7,084 issued and outstanding) $ (1.49) $ (22.32)
============ ============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended June 30, 1996 and 1995
(Unaudited)
1996 1995
------------ ------------
Income:
Participation in net income (loss) of joint
ventures with affiliates $ 31,012 $ (17,628)
------------ ------------
Total income 31,012 (17,628)
------------ ------------
Expenses:
Interest on short-term loan from an
affiliate 19,550 15,316
Administrative 36,333 50,335
------------ ------------
Total expenses 55,883 65,651
------------ ------------
Loss before affiliate's participation
in income from joint venture (24,871) (83,279)
Affiliate's participation in income from
joint venture (7,784) (287)
------------ ------------
Net loss $ (32,655) $ (83,566)
============ ============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1996 and 1995
(Unaudited)
1996 1995
------------ ------------
Operating activities:
Net loss $ (10,628) $ (159,738)
Adjustments to reconcile net loss to net
cash used in operating activities:
Affiliate's participation in income
from joint venture 22,006 10,547
Participation in net (income) loss of
joint ventures with affiliates (113,950) 31,744
Net change in:
Accounts receivable (30,001) (5,385)
Accounts payable (4,480) (14,556)
Due to affiliates (54,744) 5,909
------------ ------------
Net cash used in operating activities (191,797) (131,479)
------------ ------------
Investing activities:
Capital contribution to joint venture
with an affiliate (24,500)
Distribution from joint venture
with an affiliate 200,000 175,000
------------ ------------
Net cash provided by investing activities 200,000 150,500
------------ ------------
Financing activities:
Proceeds from loan payable - affiliate 71,000
Distribution to joint venture
partner - affiliate (51,660) (45,203)
------------ ------------
Net cash used in or provided by
financing activities (51,660) 25,797
------------ ------------
Net change in cash and cash equivalents (43,457) 44,818
Cash and cash equivalents at beginning of
period 139,880 37,514
------------ ------------
Cash and cash equivalents at end of period $ 96,423 $ 82,332
============ ============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the six months and quarter
ended June 30, 1996, and all such adjustments are of a normal and recurring
nature.
2. Transactions with Affiliates:
Expenses paid and payable by the Partnership to affiliates during the six
months and quarter ended June 30, 1996 are:
Paid
-----------------------
Six Months Quarter Payable
------------ --------- ----------
Reimbursement of expenses to
the General Partner, at cost $17,581 $12,319 $12,017
As of June 30, 1996, $1,118,145 is owed to the General Partner. During the six
months ended June 30, 1996 and 1995, the Partnership incurred interest expense
of $39,329 and $29,187, respectively. The Partnership paid interest expense of
$100,000 during the six months ended June 30, 1996 and paid no interest expense
during the same period in 1995. As of June 30, 1996, interest expense of
$118,377 is payable. Interest expense was computed at the American Express
Company cost of funds rate plus a spread to cover administrative costs. As of
June 30, 1996, this rate was 5.911%.
<PAGE>
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Growth Fund A Real Estate Investment for Capital Appreciation (the
"Partnership") was formed in 1985 to invest in and operate income-producing
real property. The Partnership raised $7,084,000 from sales of Limited
Partnership Interests and utilized these proceeds to acquire joint venture
interests in two real properties. The Partnership is currently involved in the
operation of these joint ventures.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1995 for a more complete understanding of
the Partnership's financial position.
Operations
- ----------
Summary of Net Income
- ---------------------
The operations of the Partnership are primarily comprised of the Partnership's
participation in the operations of the Post Lake and Redwood Shores apartment
complexes. Primarily as a result of decreased interest expense at Redwood
Shores due to the 1995 bond re-marketing, the Partnership generated a smaller
net loss during the six months and quarter ended June 30, 1996 as compared to
the same periods in 1995. Further discussion of the Partnership's operations is
summarized below.
1996 Compared to 1995
- ---------------------
Discussions of fluctuations between 1996 and 1995 refer to both the six months
and quarters ended June 30, 1996 and 1995.
The net income from Post Lake Apartments increased during 1996 as compared to
1995 primarily as a result of higher rental income due to higher rental rates.
The improvement in operations resulted in increased affiliate's participation
in income from joint venture during 1996 as compared to 1995.
Redwood Shores Apartments generated net income during 1996 as compared to a net
loss during 1995 primarily as a result of lower interest expense on the
mortgage note payable as a result of the October 1995 re-marketing of the bonds
secured by the property. In addition, rental income increased during 1996 as
compared to 1995 due to higher rental rates. These improvements were offset by
higher property operating expenses during 1996 as compared to 1995 due to
exterior painting and repairs made to the wood siding of the buildings and
decreased interest income on short-term investments during 1996 as compared to
1995 due to lower interest rates earned on the bond reserve investments.
<PAGE>
On the attached Redwood Partners financial statements, income from Redwood
Shores Apartments Associates, Ltd. for 1996 has been allocated entirely to
Redwood Partners, due to a disproportionate allocation of losses generated in
prior years. The seller's participation in losses from prior years had been
limited to the extent the seller contributed capital to the joint venture.
As a result of higher outstanding loan balances during 1996, interest expense
on the Partnership's short-term loan with an affiliate increased during 1996 as
compared to 1995.
Primarily as a result of lower accounting fees, administrative expenses
decreased during 1996 as compared to 1995.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $43,000 as of
June 30, 1996 as compared to December 31, 1995. The cash flow deficit from
operating activities consisted of the payment of administrative expenses of
approximately $92,000 and the payment of interest expense of $100,000 on the
short-term loan with an affiliate. The investing activity consisted of a
$200,000 distribution from the Atlanta Lakes Joint Venture. The financing
activity consisted of a distribution to the affiliated partner of the Atlanta
Lakes Joint Venture of approximately $52,000.
The Partnership defines cash flow generated from the properties as an amount
equal to the property's revenue receipts less property related expenditures,
which include debt service payments. During the six months ended June 30, 1996
and 1995, both Post Lake Apartments and Redwood Shores Apartments generated
positive cash flow.
While the cash flow of the properties in which the Partnership holds joint
venture interests has improved, the General Partner continues to pursue a
number of actions aimed at improving the cash flow of these properties
including improving property operating performance, and seeking rent increases
where market conditions allow. As of June 30, 1996 the Redwood Shores
Apartments had an occupancy rate of 98% and the Post Lake Apartments had an
occupancy rate of 93%.
The Partnership owes $1,118,145 to the General Partner at June 30, 1996. This
loan is expected to be repaid from available cash flow from future property
operations and from proceeds received from the disposition of the Partnership's
real estate investments prior to any distributions to Limited Partners. There
can be no assurance that investors will recover all of the their original
investment.
<PAGE>
The General Partner believes that the market for multifamily housing properties
is favorable to sellers of these properties. Currently, Redwood Shores
Apartments Associates, Ltd. has entered into a contract to sell Redwood Shores
Apartments for a sales price of $37,000,000. The Partnership's share of the net
proceeds from the sale is expected to be approximately $3,100,000. The other
joint venture is actively marketing Post Lake Apartments for sale. If current
market conditions remain favorable and the General Partner can obtain
appropriate sales prices, the Partnership's liquidation strategy will be
accelerated.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
<PAGE>
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) Form of Subscription Agreement set forth as Exhibit 4.1 to Amendment No. 3
dated October 1, 1986 to the Registrant's Registration Statement on Form S-11
(Registration No. 33-4963) and Form of Confirmation regarding Interests in the
Registrant set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q for
the quarter ended June 30, 1992 (Commission File No. 0-15646) are incorporated
herein by reference.
(10) Material Contracts:
(i) Agreement of Sale relating to the sale of Redwood Shores Apartments
previously filed as Exhibit (2) to the Registrant's Current Report on Form 8-K
dated June 12, 1996 is incorporated herein by reference.
(ii) Letter agreement dated July 12, 1996 relating to the sale of Redwood
Shores Apartments is attached hereto.
(27) Financial Data Schedule of the Registrant for the six month period ending
June 30, 1996 is attached hereto.
(b) Reports on Form 8-K: A Current Report on Form 8-K dated June 12, 1996 was
filed reporting the contract to sell the Redwood Shores Apartments in Redwood
City, California.
<PAGE>
ATLANTA LAKES JOINT VENTURE
(An Illinois General Partnership)
<PAGE>
ATLANTA LAKES JOINT VENTURE
(An Illinois General Partnership)
BALANCE SHEETS
June 30, 1996 and December 31, 1995
(Unaudited)
ASSETS
1996 1995
----------- -----------
Cash and cash equivalents $ 431,466 $ 229,555
Escrow deposits 203,173 80,257
Accounts receivable 218,300
Deferred expenses, net of accumulated
amortization of $201,483 in 1996 and
$190,493 in 1995 18,316 29,306
----------- -----------
652,955 557,418
----------- -----------
Investment in real estate:
Land 3,794,165 3,794,165
Buildings and improvements 21,297,917 21,297,917
----------- -----------
25,092,082 25,092,082
Less accumulated depreciation 7,950,075 7,623,429
----------- -----------
Investment in real estate, net of
accumulated depreciation 17,142,007 17,468,653
----------- -----------
$ 17,794,962 $ 18,026,071
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 3,098 $ 902
Accrued real estate taxes 123,143
Security deposits 101,348 109,891
Mortgage note payable 15,076,736 15,195,030
----------- -----------
Total liabilities 15,304,325 15,305,823
Partners' capital 2,490,637 2,720,248
----------- -----------
$ 17,794,962 $ 18,026,071
=========== ===========
The accompanying notes are an integral part of the financial statements.
<PAGE>
ATLANTA LAKES JOINT VENTURE
(An Illinois General Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the six months ended June 30, 1996 and 1995
(Unaudited)
1996 1995
----------- -----------
Income:
Rental and service $ 2,117,080 $ 2,007,105
Interest on short-term investments 12,385 5,192
----------- -----------
Total income 2,129,465 2,012,297
----------- -----------
Expenses:
Interest on mortgage note payable 700,511 710,924
Depreciation 326,646 326,646
Amortization of deferred expenses 10,990 10,990
Property operating 699,658 675,512
Real estate taxes 123,143 113,792
Property management fees 89,696 85,307
Administrative 8,432 7,464
----------- -----------
Total expenses 1,959,076 1,930,635
----------- -----------
Net income $ 170,389 $ 81,662
=========== ===========
The accompanying notes are an integral part of the financial statements.
<PAGE>
ATLANTA LAKES JOINT VENTURE
(An Illinois General Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended June 30, 1996 and 1995
(Unaudited)
1996 1995
----------- -----------
Income:
Rental and service $ 1,061,191 $ 1,001,356
Interest on short-term investments 7,664 1,076
----------- -----------
Total income 1,068,855 1,002,432
----------- -----------
Expenses:
Interest on mortgage note payable 349,574 354,841
Depreciation 163,323 163,323
Amortization of deferred expenses 5,495 5,495
Property operating 376,399 372,559
Real estate taxes 61,571 56,896
Property management fees 45,015 42,563
Administrative 7,210 4,534
----------- -----------
Total expenses 1,008,587 1,000,211
----------- -----------
Net income $ 60,268 $ 2,221
=========== ===========
The accompanying notes are an integral part of the financial statements.
<PAGE>
ATLANTA LAKES JOINT VENTURE
(An Illinois General Partnership)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1996 and 1995
(Unaudited)
1996 1995
----------- -----------
Operating activities:
Net income $ 170,389 $ 81,662
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation of property 326,646 326,646
Amortization of deferred expenses 10,990 10,990
Net change in:
Escrow deposits (122,916) (112,793)
Accounts receivable 218,300 9,799
Accounts payable 2,196 (3,112)
Accrued real estate taxes 123,143 113,792
Security deposits (8,543) (995)
----------- -----------
Net cash provided by operating activities 720,205 425,989
----------- -----------
Financing activties:
Distribution to Joint Venture Partners (400,000) (350,000)
Principal payments on mortgage note payable (118,294) (107,881)
----------- -----------
Cash used in financing activities (518,294) (457,881)
----------- -----------
Net change in cash and cash equivalents 201,911 (31,892)
Cash and cash equivalents at beginning of
period 229,555 47,918
----------- -----------
Cash and cash equivalents at end of period $ 431,466 $ 16,026
=========== ===========
The accompanying notes are an integral part of the financial statements.
<PAGE>
ATLANTA LAKES JOINT VENTURE
(An Illinois General Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the six months and quarter
ended June 30, 1996, and all such adjustments are of a normal and recurring
nature.
2. Interest Expense:
During the six months ended June 30, 1996 and 1995, the Partnership incurred
and paid interest expense on the mortgage note payable of $700,511 and
$710,924, respectively.
<PAGE>
REDWOOD PARTNERS
(An Illinois General Partnership)
<PAGE>
REDWOOD PARTNERS
(An Illinois General Partnership)
BALANCE SHEETS
June 30, 1996 and December 31, 1995
(Unaudited)
ASSETS
1996 1995
------------ ------------
Cash and cash equivalents $ 12,449 $ 7,025
Bond reserve 2,478,000 2,478,000
Accounts and accrued interest receivable 835,425 587,529
Deferred expenses, net of accumulated
amortization of $53,882 in 1996 and
$17,961 in 1995 305,331 341,252
------------ ------------
3,631,205 3,413,806
------------ ------------
Investment in real estate:
Land 6,043,941 6,043,941
Buildings and improvements 22,942,335 22,942,335
------------ ------------
28,986,276 28,986,276
Less accumulated depreciation 7,694,745 7,329,420
------------ ------------
Investment in real estate, net of
accumulated depreciation 21,291,531 21,656,856
------------ ------------
$ 24,922,736 $ 25,070,662
============ ============
LIABILITIES AND PARTNERS' DEFICIT
Accounts payable $ 69,213 $ 70,217
Security deposits 113,778 113,213
Mortgage note payable 25,325,000 25,530,000
------------ ------------
Total liabilities 25,507,991 25,713,430
Partners' deficit (585,255) (642,768)
------------ ------------
$ 24,922,736 $ 25,070,662
============ ============
The accompanying notes are an integral part of the financial statements.
<PAGE>
REDWOOD PARTNERS
(An Illinois General Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the six months ended June 30, 1996 and 1995
(Unaudited)
1996 1995
------------ ------------
Income:
Rental and service $ 1,934,247 $ 1,778,918
Interest on short-term investments 98,623 168,574
------------ ------------
Total income 2,032,870 1,947,492
------------ ------------
Expenses:
Interest on mortgage note payable 693,780 1,133,890
Depreciation 365,325 365,326
Amortization of deferred expenses 35,921
Property operating 627,835 394,009
Real estate taxes 151,177 145,759
Property management fees 82,522 71,019
Administrative 18,797 7,845
------------ ------------
Total expenses 1,975,357 2,117,848
------------ ------------
Income (loss) before seller's participation
in loss of joint venture 57,513 (170,356)
Seller's participation in loss of joint
venture 25,206
------------ ------------
Net income (loss) $ 57,513 $ (145,150)
============ ============
The accompanying notes are an integral part of the financial statements.
<PAGE>
REDWOOD PARTNERS
(An Illinois General Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended June 30, 1996 and 1995
(Unaudited)
1996 1995
------------ ------------
Income:
Rental and service $ 990,530 $ 895,182
Interest on short-term investments 45,878 92,262
------------ ------------
Total income 1,036,408 987,444
------------ ------------
Expenses:
Interest on mortgage note payable 345,590 564,921
Depreciation 182,662 182,663
Amortization of deferred expenses 17,961
Property operating 353,624 163,803
Real estate taxes 75,589 73,279
Property management fees 44,799 35,849
Administrative 14,424 4,406
------------ ------------
Total expenses 1,034,649 1,024,921
------------ ------------
Net income (loss) $ 1,759 $ (37,477)
============ ============
The accompanying notes are an integral part of the financial statements.
<PAGE>
REDWOOD PARTNERS
(An Illinois General Partnership)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1996 and 1995
(Unaudited)
1996 1995
------------ ------------
Operating activities:
Net income (loss) $ 57,513 $ (145,150)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Seller's participation in loss from
joint venture (25,206)
Depreciation of property 365,325 365,326
Amortization of deferred expenses 35,921
Net change in:
Accounts receivable (247,896) (79,528)
Accounts payable (1,004) (3,890)
Security deposits 565 (2,605)
------------ ------------
Net cash provided by operating activities 210,424 108,947
------------ ------------
Financing activities:
Capital contribution by joint venture
partners 49,000
Capital contribution by joint venture
partner - seller 25,206
Principal payments on mortgage note payable (205,000) (190,000)
------------ ------------
Net cash used in financing activities (205,000) (115,794)
------------ ------------
Net change in cash and cash equivalents 5,424 (6,847)
Cash and cash equivalents at beginning of
period 7,025 9,887
------------ ------------
Cash and cash equivalents at end of period $ 12,449 $ 3,040
============ ============
The accompanying notes are an integral part of the financial statements.
<PAGE>
REDWOOD PARTNERS
(An Illinois General Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the six months and quarter
ended June 30, 1996, and all such adjustments are of a normal and recurring
nature.
2. Interest Expense:
During the six months ended June 30, 1996 and 1995, the Partnership incurred
and paid interest expense on the mortgage note payable of $693,780 and
$1,133,890, respectively.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL
APPRECIATION
By: /s/Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Partners-XX, the General Partner
By: /s/Brian D. Parker
------------------------------
Brian D. Parker
Senior Vice President, and Chief Financial
Officer (Principal Accounting and Financial
Officer) of Balcor Partners-XX, the General
Partner
Date: August 13, 1996
--------------------------
<PAGE>
SECURITY CAPITAL PACIFIC TRUST
July 12, 1996
VIA FACSIMILE
Redwood Shores Apartment Associates, Ltd.
c/o The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road, Suite A-200
Bannockburn, Illinois 60015
Attention: Ilona Adams
Re: SECURITY CAPITAL PACIFIC TRUST
Redwood Shores Apartments
Ladies and Gentlemen:
Reference is made to that certain Agreement of Sale (the "Purchase
Agreement") dated June 12, 1996, by and between Redwood Shores Apartment
Associates, Ltd. ("Seller") and Security Capital Pacific Trust ("Buyer"). The
undersigned is delivering this letter to you pursuant to and in accordance with
Paragraph 10 of the Purchase Agreement and this letter shall serve as Buyer's
election to extend the Closing Date from July 21, 1996 to August 21, 1996.
Very truly yours,
SECURITY CAPITAL PACIFIC TRUST,
a Maryland real estate investment trust
By: /s/ Anthony R. Arnest
---------------------------------
By: Anthony R. Arnest
Title: V.P.
cc: Mr. Mark Peppercorn
Ms. Lynn Caldwell
Mr. Scott A. Drain
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 96
<SECURITIES> 0
<RECEIVABLES> 69
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 166
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1072
<CURRENT-LIABILITIES> 1249
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (495)
<TOTAL-LIABILITY-AND-EQUITY> 1072
<SALES> 0
<TOTAL-REVENUES> 114
<CGS> 0
<TOTAL-COSTS> 22
<OTHER-EXPENSES> 63
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39
<INCOME-PRETAX> (11)
<INCOME-TAX> 0
<INCOME-CONTINUING> (11)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11)
<EPS-PRIMARY> (1.49)
<EPS-DILUTED> (1.49)
</TABLE>
