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
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EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1998
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-15648
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BALCOR EQUITY PENSION INVESTORS-IV
A REAL ESTATE LIMITED PARTNERSHIP
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3447130
- ------------------------------- -------------------
(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
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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
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<PAGE>
BALCOR EQUITY PENSION INVESTORS - IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1998 and December 31, 1997
(Unaudited)
ASSETS
1998 1997
-------------- --------------
Cash and cash equivalents $ 3,512,960 $ 3,032,525
Accounts and accrued interest receivable 172,676 186,505
Deferred expenses, net of accumulated
amortization of $25,146 in 1998 and
$20,955 in 1997 30,738 34,929
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3,716,374 3,253,959
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Investment in real estate:
Land 2,265,275 3,164,353
Buildings and improvements 6,301,213 8,802,135
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8,566,488 11,966,488
Less accumulated depreciation 5,422,527 5,288,524
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Investment in real estate, net of
accumulated depreciation 3,143,961 6,677,964
-------------- --------------
$ 6,860,335 $ 9,931,923
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 191,067 $ 37,205
Due to affiliates 45,791 26,497
Accrued real estate taxes 1,228,101 1,007,379
Security deposits 7,183 9,883
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Total liabilities 1,472,142 1,080,964
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Commitments and contingencies
Limited Partners' capital (185,486
Interests issued and outstanding) 5,626,971 8,889,587
General Partner's deficit (238,778) (38,628)
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Total partners' capital 5,388,193 8,850,959
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$ 6,860,335 $ 9,931,923
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS - IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1998 and 1997
(Unaudited)
1998 1997
-------------- --------------
Income:
Rental $ 1,130,409 $ 1,987,682
Service 601,126 657,917
Interest on short-term investments 124,194 279,203
Settlement income 276,068
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Total income 1,855,729 3,200,870
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Expenses:
Depreciation 134,003 485,483
Property operating 207,830 597,530
Real estate taxes 721,459 854,779
Property management fees 78,868 128,511
Administrative 776,335 352,806
Provision for investment property
writedown 3,400,000 650,000
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Total expenses 5,318,495 3,069,109
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(Loss) income before gain on sale of property (3,462,766) 131,761
Gain on sale of property 4,218,099
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Net (loss) income $ (3,462,766) $ 4,349,860
============== ==============
Net loss allocated to General Partner $ (200,150) None
============== ==============
Net (loss) income allocated to Limited
Partners $ (3,262,616) $ 4,349,860
============== ==============
Net (loss) income per Limited Partnership
Interest (185,486 issued and outstanding) -
Basic and Diluted $ (17.59) $ 23.45
============== ==============
Distributions to General Partner None $ 139,911
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS - IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1998 and 1997
(Unaudited)
(Continued)
1998 1997
-------------- --------------
Distributions to Limited Partners None $ 16,342,921
============== ==============
Distributions per Limited Partnership
Interest:
Taxable None $ 88.19
============== ==============
Tax-exempt None $ 88.10
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS - IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1998 and 1997
(Unaudited)
1998 1997
-------------- --------------
Income:
Rental $ 376,126 $ 378,808
Service 112,816 103,801
Interest on short-term investments 46,328 80,876
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Total income 535,270 563,485
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Expenses:
Depreciation 14,667 124,407
Property operating 56,365 57,006
Real estate taxes 226,627 263,655
Property management fees 22,115 21,961
Administrative 301,904 127,355
Provision for investment property
writedown 650,000
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Total expenses 621,678 1,244,384
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Net loss $ (86,408) $ (680,899)
============== ==============
Net loss allocated to General Partner None $ (156,195)
============== ==============
Net loss allocated to Limited Partners $ (86,408) $ (524,704)
============== ==============
Net loss per Limited Partnership Interest
(185,486 issued and outstanding) -
Basic and Diluted $ (0.47) $ (2.83)
============== ==============
Distribution to General Partner None $ 46,637
============== ==============
Distribution to Limited Partners None $ 13,867,468
============== ==============
Distribution per Limited Partnership
Interest:
Taxable None $ 74.79
============== ==============
Tax-exempt None $ 74.76
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS - IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1998 and 1997
(Unaudited)
1998 1997
-------------- --------------
Operating activities:
Net (loss) income $ (3,462,766) $ 4,349,860
Adjustments to reconcile net (loss) income
to net cash provided by operating
activities:
Gain on sale of property (4,218,099)
Depreciation of properties 134,003 485,483
Amortization of deferred expenses 4,191 4,192
Provision for investment property
writedown 3,400,000 650,000
Net change in:
Accounts and accrued interest
receivable 13,829 (46,026)
Prepaid expenses 38,439
Accounts payable 153,862 (8,751)
Due to affiliates 19,294 7,611
Accrued real estate taxes 220,722 (240,034)
Security deposits (2,700) (53,001)
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Net cash provided by operating activities 480,435 969,674
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Investing activities:
Proceeds from sale of property 13,300,000
Payment of selling costs (525,090)
Distribution from joint
venture - affiliates 76,101
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Net cash provided by investing activities 12,851,011
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Financing activities:
Distributions to Limited Partners (16,342,921)
Distributions to General Partner (139,911)
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Cash used in financing activities (16,482,832)
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Net change in cash and cash equivalents 480,435 (2,662,147)
Cash and cash equivalents at beginning
of period 3,032,525 5,184,704
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Cash and cash equivalents at end of period $ 3,512,960 $ 2,522,557
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS-IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policies:
(a) For financial statement purposes, the capital accounts of the General
Partner and the Limited Partners have been adjusted to appropriately reflect
their remaining economic interests as provided for in the Partnership
Agreement.
(b) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the nine months
and quarter ended September 30, 1998, and all such adjustments are of a normal
and recurring nature.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. The Partnership sold one property during 1997 and has entered
into a contract to sell its remaining property, the Evanston Plaza Shopping
Center. The Partnership has retained a portion of the cash from the property
sale to satisfy obligations of the Partnership as well as to establish a
reserve for contingencies. The timing of the termination of the Partnership and
final distribution of cash will depend upon the timing of the sale of the
Evanston Plaza Shopping Center and the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuit discussed in Note 5 of Notes to the
Financial Statements. In the absence of any contingency, the reserves will be
paid within twelve months of the last property being sold. In the event a
contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.
3. Provision for Investment Property Writedown:
During the quarter ended June 30, 1998, the General Partner determined that an
impairment of the asset value of the Evanston Plaza Shopping Center located in
Evanston, Illinois, had occurred. As a result, the Partnership recognized a
provision for investment property writedown of $3,400,000, to an amount
representing the Partnership's estimate of the property's sales value, less
estimated closing costs. The decline in value is attributable to the purchase
price reduction granted to the proposed buyer of the property due primarily to
estimated expenditures that could be necessary to correct environmental issues
at the property.
4. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the
nine months and quarter ended September 30, 1998 are:
<PAGE>
Paid
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Nine Months Quarter Payable
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Reimbursement of expenses to
the General Partner, at cost $ 49,128 $ 25,621 $ 45,791
5. Contingency:
The Partnership is currently involved in a lawsuit whereby the Partnership, the
General Partner and certain third parties have been named as defendants seeking
damages relating to tender offers to purchase interests in the Partnership and
nine affiliated partnerships initiated by the third party defendants in 1996.
The defendants continue to vigorously contest this action. The action has been
dismissed with prejudice and plaintiffs have filed an appeal, which is pending.
It is not determinable at this time whether or not an unfavorable decision in
this action would have a material adverse impact on the financial position of
the Partnership. The Partnership believes it has meritorious defenses to
contest the claims.
<PAGE>
BALCOR EQUITY PENSION INVESTORS-IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Equity Pension Investors-IV A Real Estate Limited Partnership (the
"Partnership") is a limited partnership formed in 1986 to make first mortgage
loans and to invest in and operate income-producing real property. The
Partnership raised $46,371,500 through the sale of Limited Partnership
Interests and utilized these proceeds to fund one acquisition loan and acquire
two real property investments. Prior to 1998, the Partnership sold one
property and the property which collateralized the acquisition loan was
acquired through foreclosure and was subsequently sold. Currently, the
Partnership owns one property, the Evanston Plaza Shopping Center, which is
under contract for sale.
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 1997 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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The Partnership recognized provisions related to a decline in the fair value of
the Evanston Plaza Shopping Center during the second quarter of 1998 and the
third quarter of 1997. As a result, the Partnership recognized a net loss for
the nine months ended September 30, 1998 and the quarter ended September 30,
1997. In May 1997, the Partnership sold the Gleneagles Apartments and
recognized a gain in connection with its sale and consequently, the Partnership
recognized net income for the nine months ended September 30, 1997. Primarily
as a result of higher administrative expenses, the Partnership recognized a net
loss for the quarter ended September 30, 1998. Further discussion of the
Partnership's operations is summarized below.
1998 Compared to 1997
- ---------------------
Unless otherwise noted, discussions of fluctuations between 1998 and 1997 refer
to both the nine months and quarters ended September 30, 1998 and 1997.
The Partnership sold the Gleneagles Apartments in May 1997 and recognized a
gain of $4,218,099 in connection with the sale for financial statement
purposes. As a result, rental income, depreciation, property operating
expense, real estate taxes and property management fees decreased during the
nine months ended September 30, 1998 as compared to the same period in 1997.
Higher average cash balances were available for investment in 1997 primarily
<PAGE>
due to the proceeds received in connection with the May 1997 sale of the
Gleneagles Apartments prior to distribution to Limited Partners in July 1997.
This resulted in a decrease in interest income on short-term investments during
1998 as compared to 1997.
In April 1997, the Partnership entered a settlement agreement with the
manufacturer of the roof at the Evanston Plaza Shopping Center relating to
alleged defects. The Partnership received $276,068 in satisfaction of its
claims. The amount received was recognized by the Partnership as settlement
income for financial statement purposes.
In addition to the decrease in depreciation expense due to the sale of the
Gleneagles Apartments, depreciation expense also decreased during 1998 due to a
writedown of the basis of the Evanston Plaza Shopping Center as a result of a
decline in the fair value of the property.
In addition to the decrease in real estate taxes due to the sale of the
Gleneagles Apartments, real estate taxes also decreased during 1998 due to a
reduction in the assessed value of the Evanston Plaza Shopping Center.
Primarily as a result of legal and environmental consulting expenses incurred
during 1998 related to environmental issues at the Evanston Plaza Shopping
Center and the proposed sale of the property, administrative expenses increased
in 1998 as compared to 1997.
Provisions are charged to income when the General Partner believes an
impairment has occurred to the value of its property. Determinations of fair
value are made periodically on the basis of assessments of property operations
and the property's estimated sales price less closing costs. Determinations of
fair value represent estimations based on many variables which affect the value
of real estate, including economic and demographic conditions. During the
quarter ended June 30, 1998, the Partnership recognized a provision for
investment property writedown of $3,400,000 to provide for a change in the
estimate of the fair value of the Evanston Plaza Shopping Center. The decline
in value is attributable to the purchase price reduction granted to the
proposed buyer of the property due primarily to estimated expenditures that
could be necessary to correct environmental issues at the property. During the
quarter ended September 30, 1997, the Partnership recognized a provision for
investment property writedown of $650,000 to provide for a change in the
estimate of the fair value of the Evanston Plaza Shopping Center. That decline
in value was attributable to a decline in occupancy at the property and an
overall softness in the retail market.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership increased by approximately $480,000 as of
September 30, 1998, when compared to December 31, 1997 due to cash flow
provided by operating activities. These activities consisted of the cash flow
generated by operations at the Evanston Plaza Shopping Center and interest
income earned on short-term investments, which were partially offset by the
payment of administrative expenses, including legal and environmental
consulting expenses related to environmental issues at the Evanston Plaza
Shopping Center and the proposed sale of the property.
<PAGE>
The Partnership defines cash flow generated from the operations of its
properties as an amount equal to the property's revenue receipts less property
related expenditures. The Gleneagles Apartments generated positive cash flow
prior to its sale in May 1997. During 1998 and 1997, the Evanston Plaza
Shopping Center generated positive cash flow. As of September 30, 1998, the
Evanston Plaza Shopping Center had an occupancy rate of 76%.
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. The Partnership sold one property during 1997 and has entered into
a contract to sell its remaining property, the Evanston Plaza Shopping Center.
The current sales price is $3,500,000. The sale of the property is expected to
close in December 1998. See "Item 5. Other Information" for additional
information. The Partnership has retained a portion of the cash from the
property sale to satisfy obligations of the Partnership as well as to establish
a reserve for contingencies. The timing of the termination of the Partnership
and final distribution of cash will depend upon the timing of the sale of the
Evanston Plaza Shopping Center and the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuit discussed in Note 5 of Notes to the
Financial Statements. In the absence of any contingency, the reserves will be
paid within twelve months of the last property being sold. In the event a
contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.
To date, Limited Partners have received cumulative distributions of $179.28 per
$250 Taxable Interest, of which $97.71 represents Cash Flow from operations and
$81.57 represents a return of Original Capital, and $177.10 per $250 Tax-exempt
Interest, of which $95.53 represents Cash Flow from operations and $81.57
represents a return of Original Capital. A future distribution is expected to
be made from available proceeds from the pending sale of the Evanston Plaza
Shopping Center and available Cash Flow reserves. Amounts allocated to the
Repurchase Fund will be distributed at the termination of the Partnership. In
light of results to date, Limited Partners will not recover all of their
original investment.
In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners. As of September 30, 1998, there were 3,192 Interests and cash
of $320,854 in the Repurchase Fund.
Changing interest rates can impact real estate values in several ways.
Generally, declining interest rates may lower the cost of capital allowing
buyers to pay more for a property whereas rising interest rates may increase
the cost of capital and lower the price of real estate. 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 EQUITY PENSION INVESTORS-IV
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 5. Other information
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With regard to the proposed sale of Evanston Plaza Shopping Center, on October
22, 1998, the Partnership filed a revised remedial action plan with the
Illinois Environmental Protection Agency (IEPA). The Partnership also scheduled
the date for the public hearing at the property to discuss the proposed
remediation for November 17, 1998. On October 30, 1998, the Partnership and the
proposed purchaser of the property entered into an amendment to the agreement
of sale which extended the date for the satisfaction of certain conditions
relating to the sale from October 30, 1998 to November 30, 1998. In November
1998, the Partnership received a letter from the IEPA approving the revised
remedial action plan.
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits:
(4) Form of Subscription Agreement set forth as Exhibit 4.1 to Amendment No. 1
to Registrant's Registration Statement on Form S-11 dated November 28, 1986
(Registration No. 33-7133) 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. 0-15648) are incorporated
herein by reference.
(10) Material Contracts:
(a)(i) Agreement of Sale and attachment thereto relating to the sale of the
Gleneagles Apartments located in Dade County, Florida previously filed as
Exhibit 2 to the Registrant's Report on Form 8-K dated October 24, 1996 is
incorporated herein by reference.
(ii) Amendment to Agreement of Sale and Escrow Agreement dated November 10,
1996, relating to the sale of Gleneagles Apartments, Dade County, Florida, as
previously filed as Exhibit (10)(a)(ii) to the Registrant's Report on Form 10-K
for the year ended December 31, 1996 is incorporated herein by reference.
(iii) Second Amendment to Agreement of Sale and Escrow Agreement dated January
3, 1997, relating to the sale of Gleneagles Apartments, Dade County, Florida,
as previously filed as Exhibit (10)(a)(iii) to the Registrant's Report on Form
10-K for the year ended December 31, 1996 is incorporated herein by reference.
(iv) Third Amendment to Agreement of Sale and Escrow Agreement dated January
15, 1997, relating to the sale of Gleneagles Apartments, Dade County, Florida,
as previously filed as Exhibit (10)(a)(iv) to the Registrant's Report on Form
10-K for the year ended December 31, 1996 is incorporated herein by reference.
<PAGE>
(v) Fourth Amendment to Agreement of Sale dated January 31, 1997, relating to
the sale of Gleneagles Apartments, Dade County, Florida, as previously filed as
Exhibit (10)(a)(v) to the Registrant's Report on Form 10-K for the year ended
December 31, 1996 is incorporated herein by reference.
(vi) Letter Agreement dated February 25, 1997, relating to the sale of the
Gleneagles Apartments, Dade County, Florida, as previously filed as
Exhibit(10)(vi) to the Registrant's Report on Form 10-K for the year ended
December 31, 1996 is incorporated herein by reference.
(vii) Letter dated March 14, 1997, relating to the cancellation of the
Agreement of Sale of the Gleneagles Apartments, Dade County, Florida, as
previously filed as Exhibit (10)(a)(vii) to the Registrant's Report on Form
10-K for the year ended December 31, 1996 is incorporated herein by reference.
(viii) Reinstatement and Fifth Amendment to Agreement of Sale and Escrow
Agreement dated April 25, 1997, relating to the sale of Gleneagles Apartments,
Dade County, Florida, previously filed as Exhibit (10)(a)(viii) to the
Registrant's Report on Form 10-Q for the quarter ended March 31, 1997 is
incorporated herein by reference.
(b)(i) Agreement of Sale and attachment thereto relating to the sale of
Evanston Plaza Shopping Center, Evanston, Illinois, previously filed as Exhibit
(2) to the Registrant's Current Report on Form 8-K dated December 8, 1997 is
incorporated herein by reference.
(ii) Extension letter dated February 24, 1998 relating to the sale of Evanston
Plaza Shopping Center, Evanston, Illinois, previously filed as Exhibit
(10)(b)(ii) to the Registrant's Report on Form 10-K for the year ended December
31, 1997 is incorporated herein by reference.
(iii) Extension letter dated March 24, 1998 relating to the sale of Evanston
Plaza Shopping Center, Evanston, Illinois, previously filed as Exhibit
(10)(b)(iii) to the Registrant's Report on Form 10-K for the year ended
December 31, 1997 is incorporated herein by reference.
(iv) First Amendment to Agreement of Sale dated May 25, 1998 relating to the
sale of the Evanston Plaza Shopping Center, Evanston, Illinois, previously
filed as Exhibit (10)(b)(iv) to the Registrant's Report on Form 10-Q for the
quarter ended June 30, 1998, is incorporated herein by reference.
(v) Second Amendment to Agreement of Sale dated July 21, 1998 relating to the
sale of the Evanston Plaza Shopping Center, Evanston, Illinois, previously
filed as Exhibit (10)(b)(v) to the Registrant's Report on Form 10-Q for the
quarter ended June 30, 1998 is incorporated herein by reference.
(vi) Third Amendment to Agreement of Sale dated August 28, 1998 relating to the
sale of the Evanston Plaza Shopping Center, Evanston, Illinois, previously
filed as Exhibit 2(a) to the Registrant's Current Report on Form 8-K dated
August 28, 1998 is incorporated herein by reference.
(vii) Fourth Amendment to Agreement of Sale dated September 10, 1998 relating
to the sale of the Evanston Plaza Shopping Center, Evanston, Illinois,
<PAGE>
previously filed as Exhibit 2(b) to the Registrant's Current Report on Form 8-K
dated August 28, 1998 is incorporated herein by reference.
(viii) Environmental Remediation Agreement relating to the sale of the Evanston
Plaza Shopping Center, Evanston, Illinois, previously filed as Exhibit 2(c) to
the Registrant's Current Report on Form 8-K dated August 28, 1998 is
incorporated herein by reference.
(ix) Fifth Amendment to Agreement of Sale dated October 30, 1998 relating to
the sale of the Evanston Plaza Shopping Center, Evanston, Illinois, is attached
hereto.
(27) Financial Data Schedule of the Registrant for the nine months ending
September 30, 1998 is attached hereto.
(b) Reports on Form 8-K: A Current Report on Form 8-K dated August 28, 1998 was
filed with the Commission on September 21, 1998 reporting the Third Amendment
to Agreement of Sale dated August 28, 1998, the Fourth Amendment to Agreement
of Sale dated September 10, 1998 and the Environmental Remediation Agreement
relating to the sale of the Evanston Plaza Shopping Center, Evanston, Illinois.
<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 EQUITY PENSION INVESTORS-IV
A REAL ESTATE LIMITED PARTNERSHIP
By: /s/ Thomas E. Meador
------------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Equity Partners - IV, the General Partner
By: /s/ Jayne A. Kosik
------------------------------
Jayne A. Kosik
Senior Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Equity Partners - IV, the General
Partner
Date: November 13, 1998
-----------------
<PAGE>
FIFTH AMENDMENT TO AGREEMENT OF SALE
THIS FIFTH AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made as of
the 21st day of October, 1998 by and between JOSEPH FREED HOLDINGS, L.L.C., an
Illinois limited liability company ("Purchaser"), AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO, not personally but as Trustee under Trust Agreement
dated April 24, 1987 and known as Trust Number 102332-03 ("Trustee") and
EVANSTON PLAZA INVESTORS A REAL ESTATE LIMITED PARTNERSHIP, an Illinois limited
partnership ("Beneficiary") (Trustee and Beneficiary are hereinafter together
referred to as "Seller").
WHEREAS, Seller and Purchaser entered into that certain Agreement of Sale
made as of December 8, 1997 ("Original Agreement"), as amended by the First
Amendment to Agreement of Sale ("First Amendment"), the Second Amendment to
Agreement of Sale dated July 24, 1998 ("Second Amendment"), the Third Amendment
to Agreement of Sale dated August 27, 1998 ("Third Amendment"), and the Fourth
Amendment to Agreement of Sale dated September 10, 1998 ("Fourth Amendment"
together with the Original Agreement, the First Amendment, the Second Amendment
and the Third Amendment, the "Agreement") pursuant to which Purchaser agreed to
purchase and Seller agreed to sell that certain property commonly known as
Evanston Plaza, Evanston, Illinois, legally described on Exhibit A of the
Agreement;
WHEREAS, Seller and Purchaser desire to amend the Agreement to acknowledge
the satisfaction of certain conditions precedent to Closing;
WHEREAS, Seller and Purchaser desire to amend the Agreement to extend the
date for the satisfaction of the conditions precedent as set forth in Paragraph
14 of the Fourth Amendment;
WHEREAS, Seller and Purchaser desire to amend the Agreement to further
specify Seller's remedies under the Environmental Remediation Agreement
attached as Exhibit A to the Forth Amendment;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Defined Terms. All capitalized terms used herein and not otherwise
defined shall have the meaning ascribed to them in the Agreement.
2. Acknowledgement of Satisfaction of Certain Conditions Precedent.
Paragraph 14(a) of the Fourth Amendment is hereby amended by deleting the
second, third and fourth grammatical sentences and inserting the following
language in lieu thereof:
"Purchaser acknowledges that it has approved the Revised RAP dated
October 20. 1998. Seller states that the Revised Rap dated October 20, 1998
has been submitted to the IEPA on October 21, 1998."
3. Extension of the Date for Satisfaction of the Conditions Precedent.
<PAGE>
Seller and Purchaser agree that the date for satisfaction of the conditions
precedent contained in Paragraph 14 of the Fourth Amendment (as modified by the
Fifth Amendment) shall be November 30, 1998. Additionally, Seller and
Purchaser agree that if any of the Conditions Precedent set forth in Paragraph
14 of the Fourth Amendment (as modified by the Fifth Amendment) are not
fulfilled as of November 30, 1998, Purchaser or Seller may terminate this
Agreement by giving written notice of such termination to the other party by
December 4, 1998; provided however, that Purchaser shall have the right to
waive the satisfaction of the Conditions Precedent by written notice to Seller
on or before November 30 1998.
4. Specification of Remedies under the Environmental Remediation
Agreement. Paragraph 8 of Exhibit A, "Environmental Remediation Agreement,"
attached to the Fourth Amendment is hereby amended by adding the following
language to the end of the first grammatical sentence thereof:
"provided, however, Indemnitees agree not to seek damages in an
action against Freed under CERCLA for violation of, or inconsistency with, the
National Contingency Plan, 49 C.F.R. Part 300."
5. Full Force and Effect and Counterparts. Except as amended hereby,
the Agreement shall be and remain unchanged and in full force and effect in
accordance with its terms. This Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which, when taken
together shall constitute one and the same instrument. To facilitate the
execution of this Amendment, Seller and Purchaser may execute and exchange by
telephone facsimile counterparts of the signature pages, with each facsimile
being deemed an "original" for all purposes.
[EXECUTION PAGE FOLLOWS]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of the
date first set forth above.
PURCHASER:
JOSEPH FREED HOLDINGS, L.L.C., an Illinois
limited liability company
By:
-------------------------------
Name:
-----------------------------
Its:
------------------------------
SELLER:
TRUSTEE:
AMERICAN NATIONAL BANK AND TRUST COMPANY OF
CHICAGO, not personally, but as Trustee under
Trust Agreement dated April 24, 1987 and known as
Trust No. 102332-03
By:
-------------------------------
Name:
-----------------------------
Its:
------------------------------
BENEFICIARY:
EVANSTON PLAZA INVESTORS A REAL ESTATE LIMITED
PARTNERSHIP, an Illinois limited partnership
By: Balcor Equity Partners-IV, an Illinois
general partnership, its general partner
By: The Balcor Company, a Delaware
corporation, its general partner
By:
------------------------------
Name:
----------------------------
Its:
-----------------------------
<PAGE>
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 3513
<SECURITIES> 0
<RECEIVABLES> 173
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3716
<PP&E> 8566
<DEPRECIATION> 5423
<TOTAL-ASSETS> 6860
<CURRENT-LIABILITIES> 1472
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5388
<TOTAL-LIABILITY-AND-EQUITY> 6860
<SALES> 0
<TOTAL-REVENUES> 1856
<CGS> 0
<TOTAL-COSTS> 1008
<OTHER-EXPENSES> 910
<LOSS-PROVISION> 3400
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3463)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3463)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3463)
<EPS-PRIMARY> (17.59)
<EPS-DILUTED> (17.59)
</TABLE>
