<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [Fee Required]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
For the transition period from _______________ to ______________
Commission file number 0-15700
(Exact name of small business issuer in its charter)
WINDSOR PARK PROPERTIES 4, A CALIFORNIA LIMITED PARTNERSHIP
-----------------------------------------------------------------
(Exact name of small business issuer in its charter)
California 33-0202608
- ------------------------------ -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
120 W. Grand Avenue, Suite 202, Escondido, California 92025
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (619) 746-2411
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g)
of the Exchange Act: Units of Limited
Partnership Interest
--------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-
KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $1,349,800
DOCUMENTS INCORPORATED BY REFERENCE: None
1
<PAGE>
TABLE OF CONTENTS
PART I
-------
Page
Item 1. Description of Business 3
Item 2. Description of Properties 5
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
-------
Item 5. Market for the Partnership's Units and Related
Security Holder Matters 7
Item 6. Management's Discussion and Analysis 7
Item 7. Financial Statements 11
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 24
PART III
--------
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of The Exchange Act 24
Item 10. Executive Compensation 25
Item 11. Security Ownership of Certain Beneficial Owners and
Management 25
Item 12. Certain Relationships and Related Transactions 25
Item 13. Exhibits and Reports on Form 8-K 26
SIGNATURES 27
2
<PAGE>
PART I
------
Item 1. DESCRIPTION OF BUSINESS
-----------------------
Business Development
- --------------------
Windsor Park Properties 4, a California Limited Partnership (the Partnership),
was formed in June 1986 pursuant to the provisions of the California Uniform
Limited Partnership Act. The General Partners of the Partnership are The
Windsor Corporation, a California corporation, and John A. Coseo, Jr., chief
executive officer, president and principal stockholder of The Windsor
Corporation.
The Partnership was organized to acquire and hold existing manufactured home
communities for investment. Its principal investment objectives are to provide
to its Limited Partners: (i) distributions of cash from operations, (ii)
preservation, protection and eventual return of the Limited Partners'
investment, and (iii) realization of appreciation in the value of the
properties acquired.
The Partnership was funded through a public offering of 200,000 limited
partnership units (Units). All Units were sold for gross proceeds aggregating
$20,000,000. In addition, the General Partners initially purchased 1,000 Units
for $100,000. The offering commenced in September 1986 and terminated in
September 1987. The net proceeds from the offering were originally expended for
the acquisition of undivided interests in seven fully-developed manufactured
home communities located in Wyoming, Utah, Florida, and Oregon. The
Partnership paid all cash for these properties.
In August 1993, the Partnership sold its interests in three manufactured home
communities for net proceeds of $5,438,700.
In March 1995, through a proxy vote of the limited partners, an amendment to the
Agreement of Limited Partnership was approved permitting the financing of
currently owned manufactured home communities and the reinvestment of financing
proceeds into newly acquired manufactured home communities to be purchased with
permanent mortgage financing. Overall Partnership mortgage financing will not
exceed 55% of the value of existing and newly acquired properties.
Subsequent to the approval of the financing and reinvestment proposal discussed
above, the Partnership obtained two loans collateralized by interests in
currently owned manufactured home communities. The proceeds from these loans
were used as partial consideration to purchase interests in four additional
manufactured home communities. The remaining consideration was obtained from
permanent mortgage financing.
In September 1995, the Partnership and an affiliated limited partnership
jointly obtained a $1,200,000 loan collateralized by the Harmony Ranch
manufactured home community, a jointly owned community. The Partnership's
share of the loan is $900,000.
In October 1995, the Partnership obtained a $1,400,000 loan collateralized by
the Sunset Vista and Sunrise Village communities. In December 1996, after
achieving certain net operating income levels, the Partnership received
$375,000 of additional loan proceeds.
In September 1995, the Partnership purchased a 33% interest in the Rancho
Margate manufactured home community located in Margate, Florida. The remaining
interests in the community were acquired by affiliated limited partnerships.
The Partnership's cost of its equity interest in the community was $957,600.
In connection with the purchase, the joint venture assumed a mortgage note of
the seller, with an initial balance of $3,737,100. The note is collateralized
by the community. The Partnership's share of the initial note assumed was
$1,233,200.
3
<PAGE>
In October 1995, the Partnership purchased a 33% interest in the Winter Haven
manufactured home community located in Winter Haven, Florida. The remaining
interests in the community were acquired by affiliated limited partnerships.
The Partnership's cost of its equity interest in the community was $627,000. In
connection with the purchase, the joint venture assumed a mortgage note of the
seller, with an initial amount of $1,641,600. The note is collateralized by the
community. The Partnership's share of the initial note assumed was $541,700.
In February 1997, the Partnership purchased a 25% interest in the Apache East
Estates and Denali Park Estates manufactured home communities located in
Phoenix, Arizona. The remaining interests in the communities were purchased by
affiliated entities. The Partnership's cost of its equity interest in the
communities was $575,000. In connection with the purchase, the joint venture
obtained a $3,040,000 loan, collateralized by the communities. The
Partnership's share of this loan is $760,000.
The Partnership owns interests in the following manufactured home communities
at February 28, 1997:
<TABLE>
<CAPTION>
Date
Name of Property Ownership % Acquired Location
- ---------------- ----------- -------- --------
<S> <C> <C> <C>
Big Country Estates 60% December 1986 Cheyenne, Wyoming
Harmony Ranch 75% December 1986 Thonotosassa, Florida
Sunset Vista 100% April 1987 Magna, Utah
Sunrise Village 100% August 1987 Cocoa, Florida
Rancho Margate 33% September 1995 Margate, Florida
Winter Haven 33% October 1995 Winter Haven, Florida
Apache East 25% February 1997 Phoenix, Arizona
Denali Park 25% February 1997 Phoenix, Arizona
</TABLE>
No further property financings or investment property acquisitions are planned
by the General Partners.
The overall occupancy of the six communities owned by the Partnership at
December 31, 1996 was approximately 86%. The General Partners continue to
maintain the properties in good condition and promote them to improve occupancy.
There are no current plans to dispose of any of these properties.
Business of Issuer
- ------------------
The Partnership is currently in the business of managing, holding for
investment, and eventually selling the existing manufactured home communities.
Competitors of the Partnership include other public and private limited
partnerships, individuals, corporations, and other entities engaged in real
estate investment activities. Competition for such properties varies with
changes in the supply or demand for similar or competing properties in a given
area, changes in interest rates and the availability of mortgage funds, and
changes in tax, real estate, environmental, and zoning laws.
Partnership profitability depends in part on maximizing occupancy and rental
rates in its manufactured home communities. Rents and occupancy rates are
affected by both changes in general economic conditions and changes in local
conditions such as levels of employment, supply of other comparable units or
competitive housing alternatives, zoning laws, and the availability and cost of
energy and transportation.
All of the Partnership's properties are located in or near large urban areas.
Accordingly, they compete for rentals not only with other manufactured home
communities but with apartments and any other form of low-cost housing that
might exist.
4
<PAGE>
The Partnership's profitability also depends on the minimization of both
property and partnership administration expenses. Expenses are affected by
changes in general economic trends and changes in local conditions such as
prevailing wages, utility rates, insurance costs, and real estate taxation
practices.
The Partnership has no employees. Partnership administrative services are
provided by The Windsor Corporation, which is reimbursed for costs incurred on
behalf of the Partnership. An independent property management company employs
all of the properties' on-site personnel and is reimbursed by the Partnership
for all such costs.
Item 2. DESCRIPTION OF PROPERTIES
-------------------------
The Partnership owns interests in eight properties at February 28, 1997. The
Partnership operates its properties as manufactured home communities, renting
space to manufactured home tenants on a month-to-month basis. The properties
compete for rentals with other mobile home parks and apartments in their local
markets. All properties are encumbered except Big Country Estates. It is the
General Partners' opinion that the properties are in good condition and are
adequately insured.
<TABLE>
<CAPTION>
Big
Sunset Sunrise Country
Vista Village Estates
----- ------- -------
Magna, Cocoa, Cheyenne,
Location Utah Florida Wyoming
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Percentage of Ownership 100% 100% 60%
Date Acquired 4/87 8/87 12/86
Acreage 25 53 28
Number of Spaces 207 428 255
Monthly Rents (1) $191 $200 $179
Occupancy Level:
December 31, 1996 99% 61% 92%
Real estate taxes $8,100 $75,100 $11,400
Federal tax basis (3) $2,292,300 $ 3,049,300 $1,247,500
Mortgage Information:
Balance payable $1,775,000 (2) --
Interest rate 8.97% (2) --
Amortization period -- (2) --
Maturity date 10/02 (2) --
Balance due at maturity $1,775,000 (2) --
</TABLE>
5
<PAGE>
Item 2. DESCRIPTION OF PROPERTIES (continued)
-------------------------
<TABLE>
<CAPTION>
Harmony Rancho Winter
Ranch Margate Haven
----- ------- -----
Thonotosassa, Margate, Winter Haven,
Location Florida Florida Florida
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Percentage of Ownership 75% 33% 33%
Date Acquired 12/86 9/95 10/95
Acreage 29 29 30
Number of Spaces 193 245 238
Monthly Rents (1) $217 $351 $211
Occupancy Level:
December 31, 1996 91% 98% 98%
Real estate taxes $38,000 $144,900 $35,600
Federal tax basis (3) $1,358,700 $2,126,600 $1,106,800
Mortgage Information:
Balance payable $1,200,000 $3,698,100 $1,625,500
Interest rate 8.87% 9.04% 9.04%
Amortization period 24 years 30 years 30 years
Maturity date 9/02 7/23 6/23
Balance due at maturity $1,200,000 $0 $0
</TABLE>
<TABLE>
<CAPTION>
Apache Denali
East Park
---- -----
Phoenix, Phoenix,
Location Arizona Arizona
- -------------------------------------------------------
<S> <C> <C>
Percentage of Ownership 25% 25%
Date Acquired 2/97 2/97
Acreage 16 33
Number of Spaces 123 162
Monthly Rents (1) $220 $202
Occupancy Level:
December 31, 1996 77% 68%
Real estate taxes $16,300 $23,200
Federal tax basis (3) $556,300 $731,300
Mortgage Information:
Balance payable $3,040,000 (4)
Interest rate 8.38% (4)
Amortization period 24 years (4)
Maturity date 3/06 (4)
Balance due at maturity $2,583,200 (4)
</TABLE>
(1) Average rental rates in effect on December 31, 1996.
(2) Same mortgage note payable as Sunset Vista.
(3) For income tax purposes, the properties and their components are
depreciated using both straight-line and accelerated methods over
useful lives ranging from 5 to 40 years.
(4) Same mortgage note payable as Apache East.
6
<PAGE>
Item 3. LEGAL PROCEEDINGS
-----------------
There are no pending legal proceedings, other than ordinary routine litigation
incidental to the business, to which the Partnership is a party or of which any
of its properties is the subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
There were no matters submitted to security holders for a vote during the
fourth quarter of the fiscal year covered by this report.
PART II
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Item 5. MARKET FOR THE PARTNERSHIP'S UNITS AND RELATED SECURITY HOLDER MATTERS
----------------------------------------------------------------------
A public market for the Partnership's units does not exist and is not likely to
develop. As of December 31, 1996 there were approximately 2,500 persons holding
an aggregate of 197,095 Units.
Cash distributions paid to limited partners since December 31, 1994 are as
follows:
<TABLE>
<CAPTION>
Per $1,000
Originally
Date Paid Amount (1) Invested (2)
- ------------------------------------------------------------
<S> <C> <C>
February 1997 $224,000 $11.14
August 1996 $224,000 $11.14
February 1996 $224,000 $11.14
August 1995 $112,000 $ 5.57
May 1995 $112,000 $ 5.57
February 1995 $112,000 $ 5.57
</TABLE>
(1) Amounts exclude General Partner participation.
(2) Computed based on $20,100,000 original investment.
Cash distributions paid to the General Partners since December 31, 1994 were
$7,900. The General Partners expect that the Partnership will make cash
distributions on a semi-annual basis in the future.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
a) Liquidity and Capital Resources
-------------------------------
The Partnership's primary sources of cash during the years ended December
31, 1996 and 1995 were from the operations of its investment properties, joint
venture distributions and proceeds from a mortgage note payable. The primary
uses of cash during the same period were for investments in joint ventures and
cash distributions to partners.
In March 1995, through a proxy vote of the limited partners, an amendment to the
Agreement of Limited Partnership was approved permitting the financing of
currently owned manufactured home communities and the reinvestment of financing
proceeds into newly acquired manufactured home
7
<PAGE>
communities to be purchased with permanent mortgage financing. Overall
Partnership mortgage financing will not exceed 55% of the value of existing and
newly acquired properties.
Subsequent to the approval of the financing and reinvestment proposal discussed
above, the Partnership obtained two loans collateralized by interests in
currently owned manufactured home communities. The proceeds from these loans
were used as partial consideration to purchase interests in four additional
manufactured home communities. The remaining consideration was obtained from
permanent mortgage financing.
In September 1995, the Partnership and an affiliated limited partnership
jointly obtained a $1,200,000 loan collateralized by the Harmony Ranch
manufactured home community, a jointly owned community. The Partnership's
share of the loan is $900,000. The loan, which was originally payable in
monthly interest only installments bearing interest at 90 day LIBOR plus 2.95%,
is due in September 2002. In March 1996, the loan was converted to a fixed
rate loan bearing interest at 8.87%. All other terms remained the same. The
Partnership and the affiliated limited partnership are both contingently liable
for the full amount of the loan.
In October 1995, the Partnership obtained a $1,400,000 loan collateralized by
the Sunset Vista and Sunrise Village communities. The loan, which was
originally payable in monthly interest only installments bearing interest at 90
day LIBOR plus 2.95%, is due in October 2002. In March 1996, the loan was
converted to a fixed rate loan bearing interest at 8.97%. All other terms
remained the same. In December 1995, after achieving certain net operating
income levels, the Partnership received $375,000 of additional loan proceeds.
In September 1995, the Partnership purchased a 33% interest in the Rancho
Margate manufactured home community located in Margate, Florida. The remaining
interests in the community were acquired by affiliated limited partnerships.
The Partnership's cost of its equity interest in the community was $957,600. In
connection with the purchase, the joint venture assumed a mortgage note of the
seller. The note, which is collateralized by the property, is payable in
monthly installments, including interest at 50% of six month LIBOR plus 6.26%
(9.04% at December 31, 1996) until June 2003. Thereafter, the interest rate
increases to 50% of six month LIBOR plus 7.26%, until the note matures in July
2023. At December 31, 1996, the outstanding balance on this note is $3,698,100
(the Partnership's share is $1,220,400).
In October, 1995, the Partnership purchased a 33% interest in the Winter Haven
manufactured home community located in Winter Haven, Florida. The remaining
interests in the community were acquired by affiliated limited partnerships.
The Partnership's cost of its equity interest in the community was $627,000. In
connection with the purchase, the joint venture assumed a mortgage note of the
seller. The note, which is collateralized by the property, is payable in
monthly installments, including interest at 50% of six month LIBOR plus 6.26%
(9.04% at December 31, 1996) until May 2003. Thereafter, the interest rate
increases to 50% of six month LIBOR plus 7.26%, until the note matures in June
2003. At December 31, 1996, the outstanding balance on this note is $1,625,500
(the Partnership's share is $536,400).
At December 31, 1996, the Partnership's total mortgage debt, including its
proportionate share of joint venture debt, was $4,431,800, consisting of
$2,675,000 of fixed rate debt and $1,756,800 of variable rate debt. The average
rate of interest on the fixed and variable rate debt was 8.9% and 9.0%,
respectively at December 31, 1996.
In February 1997, the Partnership purchased a 25% interest in the Apache East
and Denali Park manufactured home communities located in Phoenix, Arizona. The
remaining interests in the communities were purchased by affiliated entities.
The Partnership's cost of its equity interest in the
8
<PAGE>
properties was $575,000. In connection with the purchase, the joint venture
obtained a mortgage loan of $3,040,000, collateralized by the communities. The
Partnership's share of the loan is $760,000. The loan initially bears interest
at 8.375%. In March 2000 and March 2003, the interest rate adjusts to the yield
on the 3 year Treasury Note plus 2.2%. The loan is due in March 2006.
The Partnership owns interests in the following manufactured home communities at
February 28, 1997:
<TABLE>
<CAPTION>
Date
Name of Property Ownership % Acquired Location
- ---------------- ----------- -------- --------
<S> <C> <C> <C>
Big Country Estates 60% December 1986 Cheyenne,Wyoming
Harmony Ranch 75% December 1986 Thonotosassa, Florida
Sunset Vista 100% April 1997 Magna, Utah
Sunrise Village 100% August 1997 Cocoa, Florida
Rancho Margate 33% September 1995 Margate, Florida
Winter Haven 33% October 1995 Winter Haven, Florida
Apache East 25% February 1997 Phoenix, Arizona
Denali Park 25% February 1997 Phoenix, Arizona
</TABLE>
No further property financings or investment property acquisitions are planned
by the General Partners.
As discussed in Note 11 to the financial statements, pursuant to the Partnership
Agreement, net profits from the sale of Partnership properties should be
allocated first to each partner with a negative capital account balance in an
amount equal to the amount of the negative capital account of each partner.
Subsequent to the issuance of the 1995 financial statements, the general
partners determined that the financial statements did not properly reflect the
income allocation provisions of the Partnership Agreement. Accordingly,
partners' equity at December 31, 1994, has been restated from the amounts
previously reported to properly allocate net profits from the sale of
Partnership properties among the partners in accordance with the provisions of
the Partnership Agreement.
The future sources of cash for the Partnership will be provided from property
operations, cash reserves, and ultimately from the sale of property. The future
uses of cash will be for Partnership administration, capital expenditures, cash
distributions to partners and debt service. The General Partners believe that
the future sources of cash are sufficient to meet the working capital
requirements of the Partnership for the foreseeable future.
b) Results of Operations
---------------------
The results of operations for the years ended December 1996 and 1995 are not
directly comparable due to the purchases of interests in the Rancho Margate and
Winter Haven manufactured home communities in September 1995 and October 1995,
respectively. The Partnership realized net income of $144,400 ($0.72 per
limited partnership unit) for the year ended December 31, 1996 and incurred a
net loss of $991,200 ($4.89 per limited partnership unit) for the year ended
December 31, 1995.
Rent and utilities revenues increased from $1,086,800 in 1995 to $1,121,000 in
1996. The overall increase is attributable to increased revenues at the Sunset
Vista community due to improved occupancy levels and lower rent concessions,
offset by lower revenues at the Sunrise Village community due to higher vacancy
rates. Sunset Vista in Magna, Utah was 99% occupied at both December 31, 1996
and 1995. Occupancy at Sunrise Village in Cocoa, Florida decreased from 65% at
December 31, 1995 to 61% at December 31, 1996 due to a weak local market
attributable to NASA cutbacks.
9
<PAGE>
Equity in earnings of joint ventures represents the Partnership's share of the
net income of the Big Country and Harmony Ranch manufactured home communities,
and since their purchase, the Rancho Margate and Winter Haven manufactured home
communities. Equity in earnings of joint ventures increased from $88,800 in
1995, to $131,000 in 1996, due mainly to the purchases of Rancho Margate and
Winter Haven, as discussed previously. The overall occupancy of the
Partnership's four joint venture properties increased from 94% at December
31, 1995 to 95% at December 31, 1996. Recent rent increases implemented include
$10 per month at Harmony Ranch effective both October 1996 and 1995; $10 and
$13 per month at Winter Haven and Rancho Margate, respectively, effective
January 1996; and $12 per month at Big Country effective February 1996.
Interest income increased from $19,500 in 1995 to $38,500 in 1996 due to higher
average cash balances maintained by the Partnership.
Property operating costs decreased from $783,500 in 1995 to $728,900 in 1996.
The decrease is attributable mainly to lower maintenance and property tax costs.
In addition, the Partnership incurred losses on the sales of rental mobile homes
at Sunset Vista in 1995. Approximately 40 rental mobile homes located at the
park were sold in 1995 and replaced with owner occupied homes. The General
Partners believed this strategy of converting the property to primarily owner
occupied residents was appropriate given the strengthening market.
Interest expense increased from $31,500 in 1995 to $137,400 in 1996 due to the
loan obtained by the Partnership in October 1995, as discussed previously.
In December 1995, the Partnership provided $1,000,000 for an estimated loss in
value of the Sunrise Village manufactured home community. The provision was
made after a management review of the property and the local market indicated
that an impairment in the value of the property had occurred. The provision was
measured as the difference between the carrying value of the property and its
estimated future undiscounted cash flows. Factors considered and judgements
made in estimating future cash flows included current and expected future
occupancy rates, future rent raises, changes in operating expenses, the
forecasted holding period and the estimated property selling price.
Depreciation expense decreased from $294,300 in 1995 to $232,100 in 1996. The
decrease is due mainly to the provision for estimated loss in value of the
Sunrise Village community recorded in December 1995, as discussed previously.
A portion of the provision was recorded as a reduction to the depreciable basis
of the property, thereby reducing future depreciation expense.
General and administrative expenses decreased from $123,500 in 1995 to $107,000
in 1996 due mainly to proxy solicitation costs incurred in 1995 but not in 1996.
10
<PAGE>
Item 7. FINANCIAL STATEMENTS
--------------------
The following financial statements are filed as a part of this report:
Page
----
Independent Auditors' Report 12
Balance Sheet at December 31, 1996 13
Statements of Operations for the years ended
December 31, 1996 and 1995 14
Statements of Partners' Equity for the years ended
December 31, 1996 and 1995 15
Statements of Cash Flows for the years ended
December 31, 1996 and 1995 16
Notes to Financial Statements 17
11
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
Windsor Park Properties 4
(A California Limited Partnership)
Escondido, California
We have audited the accompanying balance sheet of Windsor Park Properties 4
(the Partnership) as of December 31, 1996 and the related statements of
operations, partners' equity and cash flows for each of the two years in the
period ended December 31, 1996. These financial statements are the
responsibility of the Partnership's management. 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
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Windsor Park Properties 4 as of December
31, 1996 and the results of its operations and its cash flows for each of the
two years in the period ended December 31, 1996 in conformity with generally
accepted accounting principles.
As discussed in Note 11, partners' equity at December 31, 1994 has been
restated.
Deloitte & Touche LLP
Costa Mesa, California
February 28, 1997
12
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
BALANCE SHEET
-------------
<TABLE>
<CAPTION> December 31, 1996
-----------------
ASSETS
- ------
<S> <C>
Property held for investment, net $3,436,500
Investments in joint ventures 3,041,900
Cash and cash equivalents 1,105,200
Deferred financing costs 85,300
Other assets 147,000
----------
$7,815,900
==========
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Mortgage note payable $1,775,000
Accounts payable 14,900
Accrued expenses 31,600
Tenant deposits and other liabilities 24,700
----------
1,846,200
----------
Partners' equity:
Limited partners 5,999,800
General partners (30,100)
----------
5,969,700
----------
$7,815,900
==========
</TABLE>
See accompanying notes to financial statements.
13
<PAGE>
<TABLE>
<CAPTION>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
-----------------------
For The Year Ended December 31,
-------------------------------
1996 1995
---------------- -------------
REVENUES
- --------
<S> <C> <C>
Rent and utilities $1,121,000 $1,086,800
Equity in earnings of joint ventures 131,000 88,800
Interest 38,500 19,500
Other 59,300 46,500
----------- ----------
1,349,800 1,241,600
----------- ----------
COSTS AND EXPENSES
- ------------------
Property operating 728,900 783,500
Depreciation and amortization 232,100 294,300
Interest 137,400 31,500
General and administrative:
Related parties 70,500 74,100
Other 36,500 49,400
Provision for estimated loss in value of
property held for investment 1,000,000
----------- ----------
1,205,400 2,232,800
----------- ----------
Net income (loss) $ 144,400 $ (991,200)
=========== ===========
Net income (loss) - general partners $ 1,400 $ (9,900)
=========== ===========
Net income (loss) - limited partners $ 143,000 $ (981,300)
=========== ===========
Net income (loss) per limited partnership unit $ 0.72 $ (4.89)
=========== ===========
</TABLE>
See accompanying notes to financial statements.
14
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
----------------------------------------------
<TABLE>
<CAPTION>
General Partners Limited Partners Total
---------------- ---------------- ----------
<S> <C> <C> <C>
Balance at December
31, 1994 - as previously reported $(101,900) $7,796,700 $7,694,800
Reallocation of partners' equity
(Note 11) 88,200 (88,200)
--------- ---------- ----------
Balance at December 31, 1994
- as restated (13,700) 7,708,500 7,694,800
Cash distributions (3,400) (336,000) (339,400)
Net loss (9,900) (981,300) (991,200)
Repurchase of limited partnership
units
(38,000) (38,000)
--------- ---------- ----------
Balance at December 31, 1995 (27,000) 6,353,200 6,326,200
Cash distributions (4,500) (448,000) (452,500)
Net income 1,400 143,000 144,400
Repurchase of limited partnership
units (48,400) (48,400)
--------- ---------- ----------
Balance at December 31, 1996 $ (30,100) $5,999,800 $5,969,700
========= ========== ==========
</TABLE>
See accompanying notes to financial statements.
15
<PAGE>
<TABLE>
<CAPTION>
WINDSOR PARK PROPERTIES 4
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
For The Year Ended December 31,
-------------------------------
1996 1995
--------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 144,400 $ (991,200)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 232,100 294,300
Equity in earnings of joint ventures (131,000) (88,800)
Joint ventures' cash distributions 131,000 88,800
Loss on sale of property held for investment and
other assets 5,100 33,400
Provision for estimated loss in value of property
held for investment 1,000,000
Amortization of deferred financing costs 13,100
Changes in operating assets and liabilities:
Other assets (66,100) 8,100
Accounts payable (22,800) 11,500
Accrued expenses (3,000) 19,100
Tenant deposits and other liabilities (3,600) 4,300
---------- -----------
Net cash provided by operating activities 299,200 379,500
---------- -----------
Cash flows from investing activities:
Joint ventures' cash distributions 164,200 145,600
Increase in property held for investment (119,700) (116,500)
Proceeds from sale of property held for investment
and other assets 12,000 77,300
Investments in joint ventures (834,600)
---------- -----------
Net cash provided by (used in) investing activities 56,500 (728,200)
---------- -----------
Cash flows from financing activities:
Cash distributions (452,500) (339,400)
Proceeds from mortgage note payable 375,000 1,400,000
Repurchase of limited partnership units (48,400) (38,000)
Payment of deferred financing costs (10,100) (91,600)
---------- -----------
Net cash (used in) provided by financing activities (136,000) 931,000
---------- -----------
Net increase in cash and cash equivalents 219,700 582,300
Cash and cash equivalents at beginning of year 885,500 303,200
---------- -----------
Cash and cash equivalents at end of year $1,105,200 $ 885,500
========== ===========
</TABLE>
See accompanying notes to financial statements.
16
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1. THE PARTNERSHIP AND A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------------
The Partnership
- ---------------
Windsor Park Properties 4, A California Limited Partnership (the Partnership),
was formed in June 1986 for the purpose of acquiring and holding existing
manufactured home communities for investment. The General Partners of the
Partnership are The Windsor Corporation, a California corporation, and John A.
Coseo, Jr., chief executive officer, president and principal stockholder of The
Windsor Corporation (TWC). The Partnership was funded through a public offering
of 200,000 limited partnership units at $100 per unit which commenced in
September 1986 and terminated in September 1987.
The following is a summary of the Partnership's significant accounting policies:
Property Held For Investment
- ----------------------------
Property held for investment is recorded at the lower of cost or estimated net
realizable value after disposition costs and depreciated over various estimated
useful lives (buildings and improvements - 5 to 20 years; fixtures and equipment
- - 3 to 5 years) using the straight-line method. When assets are sold or
otherwise disposed of, the cost and related accumulated depreciation are removed
from the accounts, and any gain or loss is included in net income. Repairs and
maintenance are charged to operations as incurred.
In 1995, property held for investment was reviewed for impairment annually or
whenever events or changes in circumstances indicated that the carrying values
of the properties would not be recoverable. Impairment was measured as the
difference between the carrying value of the property and the estimated future
undiscounted cash flows.
In 1996, the Partnership adopted Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of". Accordingly, property held for investment
is reviewed for impairment annually or whenever events or changes in
circumstances indicate that the carrying values of the properties may not be
recoverable. Impairment is measured as the difference between the carrying
value of the property and its fair value. The adoption of SFAS No. 121 did not
have an effect on the 1996 financial statements of the Partnership.
Investments in Joint Ventures
- -----------------------------
The investments in joint ventures are accounted for by the equity method as the
Partnership does not exercise control over these ventures.
Financing Costs
- ---------------
Financing costs are amortized to interest expense over the life of the note
using the level yield method.
Income Taxes
- ------------
Under provisions of the Internal Revenue Code and the California Revenue and
Taxation Code,
17
<PAGE>
partnerships are generally not subject to income taxes. The tax effect of any
income or loss accrues to the individual partners.
Net Income (Loss) per Limited Partnership Unit
- ----------------------------------------------
Net income (loss) per limited partnership unit is calculated based on the
weighted average number of limited partnership units outstanding during the year
and the net income (loss) allocated to the Limited Partners. The weighted
average number of limited partnership units outstanding during the years ended
December 31, 1996 and 1995 was 198,241 and 200,570, respectively.
Statements of Cash Flows
- ------------------------
For purposes of the statements of cash flows, the Partnership considers all
highly-liquid investments purchased with an original maturity of three months or
less to be cash equivalents.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE 2. PARTNERSHIP AGREEMENT
---------------------
In accordance with the Partnership Agreement, the maximum liability of the
Limited Partners is the amount of their capital contributions. The number of
limited partnership units outstanding at December 31, 1996 and 1995 was 197,095
and 199,463, respectively, which represented capital contributions of
$19,709,500 and $19,946,300, respectively. During the years ended December
31, 1996 and 1995, the Partnership repurchased 2,368 units and 1,537 units,
respectively for $48,400 and $38,000, respectively. The General Partners owned
1,030 units at both December 31, 1996 and 1995.
The General Partners are entitled to receive from the Partnership various fees
and compensation which are summarized as follows:
Operational Stage
- -----------------
The profits, losses and cash distributions of the Partnership during the
operational stage are allocated 99% to the Limited Partners and 1% to the
General Partners.
The Partnership reimburses TWC for certain direct expenses, and employee,
executive and administrative time incurred on the Partnership's behalf. The
Partnership was charged $81,200 and $83,300 for such costs during the years
ended December 31, 1996 and 1995, respectively. These costs are included in
property operating and general and administrative expenses in the accompanying
statements of operations.
Liquidation Stage
- -----------------
The General Partners receive 1% of cash distributions from the sale or financing
of Partnership properties. This participation increases to 15% after the
Limited Partners have received their original invested capital plus a 9%
cumulative, non-compounded, annual return.
18
<PAGE>
The General Partners generally receive 1% of profits and losses from the sale of
Partnership properties. However, if applicable, profits on sale will first be
allocated 100% to the General Partners to the extent of their negative capital
account.
During the years ended December 31, 1996 and 1995, the General Partners received
cash distributions of $4,500 and $3,400, respectively.
NOTE 3. PROPERTY HELD FOR INVESTMENT
----------------------------
Property held for investment consists of two manufactured home communities
summarized as follows:
<TABLE>
<CAPTION>
Name of Property Date Acquired Location
---------------- ------------- --------
<S> <C> <C>
Sunset Vista April 30, 1987 Magna, Utah
Sunrise Village August 3, 1987 Cocoa, Florida
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
-----------------
<S> <C>
Land $1,037,700
Buildings and improvements 5,473,100
Fixtures and equipment 74,600
-----------
6,585,400
Less accumulated depreciation (3,148,900)
------------
$3,436,500
============
</TABLE>
In December 1995, the Partnership provided $1,000,000 for an estimated loss in
value of the Sunrise Village manufactured home community. The provision was
made after a management review of the property and the local market indicated
that an impairment in the value of the property had occurred. The provision was
measured as the difference between the carrying value of the property and its
estimated future undiscounted cash flows. The provision was reflected as a
reduction to the depreciable and non-depreciable components of the property.
NOTE 4. INVESTMENTS IN JOINT VENTURES
-----------------------------
The Partnership's investments in joint ventures consist of interests in four
manufactured home communities summarized as follows:
<TABLE>
<CAPTION>
Ownership
Name of Property Percentage Date Acquired Location
- ---------------- ---------- ------------- --------
<S> <C> <C> <C>
Big Country Estates 60% December 1, 1986 Cheyenne, Wyoming
Harmony Ranch 75% December 15, 1986 Thonotosassa, Florida
Rancho Margate 33% September 20, 1995 Margate, Florida
Winter Haven 33% October 11, 1995 Winter Haven, Florida
</TABLE>
The remaining interests in the communities are owned by affiliated California
limited partnerships,
19
<PAGE>
which have the same General Partners as the Partnership.
In September 1995, the Partnership and an affiliated limited partnership jointly
obtained a $1,200,000 loan collateralized by the Harmony Ranch community, a
jointly owned community. The Partnership's share of the loan is $900,000. The
loan, which was originally payable in monthly interest only installments bearing
interest at 90-day LIBOR plus 2.95%, is due in September 2002. In March 1996,
the loan was converted to a fixed rate loan bearing interest at 8.87%. All
other terms remain the same. The Partnership and the affiliated limited
partnership are both contingently liable for the full amount of the loan.
In September 1995, the Partnership purchased a 33% interest in the Rancho
Margate community for a cost of $957,600. In connection with the purchase, the
joint venture assumed a mortgage note of the seller. The note, which is
collateralized by the community, is payable in monthly installments, including
interest at 50% of six-month LIBOR plus 6.26% (9.04% at December 31, 1996) until
June 2003. Thereafter, the interest rate increases to 50% of six-month LIBOR
plus 7.26%, until the note matures in July 2023. At December 31, 1996, the
outstanding balance on this note is $3,698,100 (the Partnership's share is
$1,220,400).
In October 1995, the Partnership purchased a 33% interest in the Winter Haven
community for a cost of $627,000. In connection with the purchase, the joint
venture assumed a mortgage note of the seller. The note, which is
collateralized by the community, is payable in monthly installments, including
interest at 50% of six-month LIBOR plus 6.26% (9.04% at December 31, 1996) until
May 2003. Thereafter, the interest rate increases to 50% of six-month LIBOR
plus 7.26%, until the note matures in June 2023. At December 31, 1996, the
outstanding balance on this note is $1,625,500 (the Partnership's share is
$536,400).
The combined condensed financial position and results of operations of the joint
ventures (including Rancho Margate and Winter Haven since their purchase)
follow:
<TABLE>
<CAPTION>
December 31, 1996
-----------------
<S> <C>
Financial Position:
- -------------------
Property held for investment, net $13,488,400
Cash 62,000
Other assets 244,800
-----------
Total assets $13,795,200
===========
Mortgage notes payable $ 6,523,600
Accounts payable 24,400
Other liabilities 112,300
-----------
Total liabilities 6,660,300
Partners' equity 7,134,900
-----------
$13,795,200
===========
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
For The Year Ended December 31,
-------------------------------
1996 1995
----------- -----------
<S> <C> <C>
Results of Operations:
- ---------------------
Property revenues $2,696,100 $1,346,800
---------- ----------
Expenses:
Property operating 1,298,500 688,600
Interest 602,600 172,300
Depreciation 512,400 324,100
---------- ----------
2,413,500 1,185,000
---------- ----------
Net income $ 282,600 $ 161,800
========== ==========
</TABLE>
NOTE 5. MORTGAGE NOTE PAYABLE
---------------------
In October 1995, the Partnership obtained a $1,400,000 mortgage loan
collateralized by the Sunset Vista and Sunrise Village communities. The loan,
which was originally payable in monthly interest only installments bearing
interest at 90 day LIBOR plus 2.95%, is due in October 2002. In March 1996,
the loan was converted to a fixed rate loan bearing interest at 8.97%. All
other terms of the loan remained the same. In December 1996, after achieving
certain net operating income levels, the Partnership received $375,000 of
additional loan proceeds at the same terms.
NOTE 6. DISTRIBUTIONS TO LIMITED PARTNERS
---------------------------------
Distributions to limited partners in excess of net income allocated to limited
partners are considered a return of capital. A breakdown of cash distributions
to the Limited Partners for the years ended December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>
1996 1995
------------------- -------------------
Per Per
Amount Unit Amount Unit
------ ---- ------ ----
<S> <C> <C> <C> <C>
Net income
- Limited Partners $143,000 $0.72 $ $
Return of capital 305,000 1.54 336,000 1.68
-------- ----- -------- -----
$448,000 $2.26 $336,000 $1.68
======== ===== ======== =====
</TABLE>
21
<PAGE>
NOTE 7. INCOME TAXES
------------
Certain transactions of the Partnership are reported in different periods for
financial and tax reporting purposes. A reconciliation between amounts reported
for financial statement and federal tax return purposes as of December 31, 1996
and 1995 and for the years then ended follows:
<TABLE>
<CAPTION>
1996 1995
------------------------ ---------------------------
Net Income Partners' Partners'
(Loss) Equity Net (Loss) Equity
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Per financial
statements $ 144,400 $ 5,969,700 $ (991,200) $ 6,326,200
Syndication costs 2,100,600 2,100,600
Gain on sale of
property held for
investment 300,200 300,200
Provision for estimated
loss on sale of
property held for
investment 3,000,000 1,000,000 3,000,000
Depreciation (158,400) (983,100) (93,200) (824,700)
Other (111,600) (107,700) (52,200) 3,900
--------- ----------- ---------- -----------
Per Partnership tax
return $(125,600) $10,279,700 (136,600) $10,906,200
========= =========== ========== ===========
</TABLE>
NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS
----------------------------------
The carrying amounts of cash and cash equivalents, accounts payable, accrued
expenses and other liabilities approximate fair value because of the short
maturity of these financial instruments. The fixed rate mortgage note payable
approximates fair value as estimated based on interest rates available for debt
with similar terms and maturities.
NOTE 9. SUPPLEMENTAL CASH FLOW INFORMATION
----------------------------------
<TABLE>
<CAPTION>
1996 1995
---- ----
<C> <S> <S>
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest (none capitalized) $124,400 $17,800
======== =======
</TABLE>
22
<PAGE>
NOTE 9. SUPPLEMENTAL CASH FLOW INFORMATION (continued)
----------------------------------
Supplemental schedule of non-cash investing and financing activities:
- --------------------------------------------------------------------
In 1995, the Partnership acquired an interest in a joint venture in which a
portion of the purchase consideration was remitted directly by a separate
affiliated joint venture, as follows:
Total purchase consideration $ 957,600
Consideration from affiliated joint venture (750,000)
---------
Cash paid $ 207,600
=========
NOTE 10. SUBSEQUENT EVENT
----------------
In February 1997, the Partnership purchased a 25% interest in the Apache East
Estates and Denali Park Estates manufactured home communities located in
Phoenix, Arizona. The remaining interests in the communities were purchased by
affiliated entities. The Partnership's cost of its equity interest in the
communities was $575,000. In connection with the purchase, the joint venture
obtained a $3,040,000 loan, collateralized by the communities. The
Partnership's share of this loan is $760,000. The loan initially bears interest
at 8.375%. In March 2000 and March 2003, the interest rate adjusts to the yield
on the 3-year Treasury Note plus 2.2%. The loan is due in March 2006.
NOTE 11. RESTATEMENT OF PARTNERS' EQUITY
-------------------------------
Pursuant to the Partnership Agreement, net profits from the sale of Partnership
properties should be allocated first to each partner with a negative capital
account balance in an amount equal to the amount of the negative capital account
of each partner. Subsequent to the issuance of the 1995 financial statements,
the General Partners determined that the financial statements did not properly
reflect the income allocation provisions of the Partnership Agreement.
Accordingly, partners' equity at December 31, 1994 has been restated from the
amounts previously reported to properly allocate net profits from the sale of
Partnership properties among the partners in accordance with the provisions of
the Partnership Agreement. The effect of this restatement on the Partnership's
financial statements is summarized below:
<TABLE>
<CAPTION>
As Previously
Reported As Restated
---------------- ---------------
Equity Balance
- --------------
<S> <C> <C>
General Partners $ (101,900) $ (13,700)
Limited Partners $7,796,700 $7,708,500
</TABLE>
23
<PAGE>
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
There were no disagreements over accounting or financial disclosure with the
independent accountants for the Partnership.
PART III
--------
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
-------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------
The original general partners of the Partnership were The Windsor Corporation
(Windsor), and John A. Coseo, Jr. Mr. Coseo, his wife Patricia Ann Coseo and
their children owned a majority of the stock of Windsor.
In July 1994, Windsor merged into Windsor Group, Inc., a majority-owned
subsidiary. In conjunction with the merger, Windsor Group, Inc. changed its
name to The Windsor Corporation (Wincorp). Subsequent to the merger, Mr. Coseo,
his wife Patricia Ann Coseo and their children own a majority of the stock of
Wincorp.
Windsor and Wincorp were incorporated in 1977 and 1992, respectively, to engage
in the real estate syndication business. Since 1979 they have concentrated
solely on the acquisition, management, and sale of fully-developed manufactured
home communities through the investment programs which they sponsor.
The executive officers of Windsor and Wincorp do not receive direct compensation
from the Partnership in these capacities and are only required to spend such
time on the Partnership's affairs as is deemed necessary. Substantial amounts
of these officers' time is expected to be spent on matters unrelated to the
Partnership, particularly after the completion of its offering and acquisition
stages.
The names, ages, and nature of the positions held by the directors and executive
officers of Wincorps follow:
<TABLE>
<CAPTION>
Name Age Office
------------------ ------ --------------------------------
<S> <C> <C>
John A. Coseo, Jr. 58 Chairman of the Board and Chief
Executive Officer
Patricia A. Coseo 55 Secretary and Director
</TABLE>
A brief background of the directors and executive officers follows.
John A. Coseo, Jr. (58) was the founder of Windsor in 1974 and has been actively
involved in all facets of the manufactured housing business since that time.
From 1979 to the present, Mr. Coseo has acted as general partner or advisor in
the acquisition and management of 56 manufactured home communities throughout
the United States. Mr. Coseo is the Chairman and chief executive officer of
Wincorp. Mr. Coseo is a general partner of seven limited partnerships which
have registered their securities under the Securities and Exchange Act of 1934.
Mr. Coseo is also Chairman, chief executive officer, and a trustee of Wincorp's
first sponsored real estate investment trust, Windsor Real Estate Investment
Trust 8. Mr. Coseo is the husband of Patricia A. Coseo.
24
<PAGE>
Patricia A. Coseo (55) is and has been the Secretary and a Director of Windsor
and Wincorp for the past ten years. She is involved in corporate planning and
development, and is the spouse of John A. Coseo, Jr.
Item 10. EXECUTIVE COMPENSATION
----------------------
The Partnership has not paid and does not propose to pay any remuneration or
retirement benefits to the directors or executive officers of The Windsor
Corporation. Refer to Item 12 (Certain Relationships and Related Transactions)
for cash distributions and expense reimbursements paid to The Windsor
Corporation by the Partnership.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners
No person is known by the Partnership to be the beneficial owner of more
than 5% of the limited partnership units.
(b) Security Ownership of Management
The following table presents certain information regarding the number of
units owned, directly or indirectly, by (i) each General Partner and
(ii) all General Partners as a group as of December 31, 1996:
<TABLE>
<CAPTION>
Amount and Nature of Percent of Class
Title Of Class Beneficial Owner Beneficial Ownership
- ------------------------------------------------------------------------------------------------
<C> <S> <S> <S>
Units of Limited John A. Coseo, Jr.
Partnership Interest a General Partner 30 .015%
Units of Limited The Windsor
Partnership Interest Corporation,
a General Partner 1,000 .507%
----- ----
Units of Limited All General Partners
Partnership Interest as a group 1,030 .522%
===== ====
</TABLE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The following table reflects all compensation accrued or paid to the General
Partners during the years ended December 31, 1996 and 1995.
<TABLE>
<CAPTION>
Form of Compensation and Entity Receiving 1996 1995
- ----------------------------------------- ---- ----
<S> <C> <C>
Expense reimbursement - The Windsor Corporation $81,200 $83,300
Cash distributions - The Windsor Corporation $ 4,500 $ 3,400
</TABLE>
25
<PAGE>
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits and Index of Exhibits
(3) - Certificate and Agreement of Limited Partnership filed as
Exhibit A to Registration Statement No. 33-6812 and incorporated
herein by reference.
(27) - Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K during the last quarter of the
period covered by this Form 10-KSB.
26
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on this 26th day March
1997.
WINDSOR PARK PROPERTIES 4
A California Limited Partnership
By: /s/ John A. Coseo, Jr.
-----------------------
JOHN A. COSEO, JR.
Individual General Partner
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<C> <S> <S>
/s/ John A. Coseo, Jr. General Partner and Chairman of the March 26, 1997
- --------------------
JOHN A. COSEO, JR. Board of The Windsor Corporation
(Principal Executive Officer of The
Windsor Corporation)
/s/ Patricia A. Coseo Director of The Windsor Corporation March 26, 1997
- ---------------------
PATRICIA A. COSEO
</TABLE>
27
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF WINDSOR PARK PROPERTIES 4 AS OF DECEMBER 31, 1996 AND THE RELATED
STATEMENTS OF OPERATIONS, PARTNER'S EQUITY AND CASH FLOWS FOR THE YEAR THEN
ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,105,200
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,585,400
<DEPRECIATION> 3,148,900
<TOTAL-ASSETS> 7,815,900
<CURRENT-LIABILITIES> 0
<BONDS> 1,775,000
0
0
<COMMON> 0
<OTHER-SE> 5,969,700<F1>
<TOTAL-LIABILITY-AND-EQUITY> 7,815,900
<SALES> 0
<TOTAL-REVENUES> 1,349,800
<CGS> 0
<TOTAL-COSTS> 728,900
<OTHER-EXPENSES> 339,100
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 137,400
<INCOME-PRETAX> 144,400
<INCOME-TAX> 0
<INCOME-CONTINUING> 144,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 144,400
<EPS-PRIMARY> 0.72<F2>
<EPS-DILUTED> 0
<FN>
<F1>LIMITED AND GENERAL PARTNERS EQUITY
<F2>NET INCOME PER LIMITED PARTNERSHIP UNIT
</FN>
</TABLE>
