FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1996
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-16684
MULTI-BENEFIT REALTY FUND '87-1
(Name of small business issuer in its charter)
California 94-3026785
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Depositary Receipts
(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 there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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. $4,861,000
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1996. Market value information for the
Registrant's partnership interests is not available. Should a trading market
develop for these interests, it is the Managing General Partner's belief that
such trading would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
Item 1. Description of Business
Multi-Benefit Realty Fund '87-1 (the "Partnership" or "Registrant") was
organized on September 8, 1986, as a limited partnership under the California
Revised Limited Partnership Act. On December 10, 1986, the Partnership
registered with the Securities and Exchange Commission under the Securities Act
of 1933 (File No. 33-8908) and commenced a public offering for sale of $60
million of Units of Depositary Receipts (collectively, the "Units," and
individually, "Unit"). Two classes of Units ("A" Units and "B" Units, herein so
called), entitled to different rights and priorities as to cash distributions
and partnership allocations, were offered. The Units represent economic rights
attributable to the limited partnership interests in the Partnership and entitle
the holders ("Unit holders") thereof to participate in certain allocations and
distributions of the Partnership. The General Partner of the Partnership
intended that the "A" Units and "B" Units be allocated such that the "B" Units
would not exceed 25% nor be less than 20% of the total amount of the Units sold.
At the end of the current fiscal year, the "B" Units represented approximately
44% of the total amount of the Units sold. The General Partner is currently
considering several alternative procedures to conform the unit allocations more
closely to the intended investment objectives. The General Partner intends to
continue such consideration, but has not yet determined a feasible alternative.
The Corporate Limited Partner of the Partnership is Multi-Benefit '87-1
Depositary Corporation, an affiliate of the General Partner. The Corporate
Limited Partner serves as depositary for the Units pursuant to a Depositary
Agreement entered into with the Partnership. The Partnership filed a Form 8-A
Registration Statement with the SEC and registered its Units under the
Securities Exchange Act of 1934 (File No. 0-16684) on April 11, 1988. The sale
of Units closed on September 30, 1988, with 172,436 Units sold at $100 each, or
gross proceeds of approximately $17.2 million to the Partnership. The
Partnership retired a total of 1,000 Units during 1993, in accordance with its
Partnership Agreement ("Agreement"). The Partnership gave no consideration for
the Units retired. The Partnership may repurchase or retire any Units, at its
absolute discretion, but is under no obligation to do so.
Upon the Partnership's formation in 1986, Consolidated Capital Equities
Corporation ("CCEC"), a Colorado corporation, was the sole general partner of
the Partnership and the Corporate Limited Partner, a wholly-owned subsidiary of
CCEC, was the sole limited partner. In 1988, through a series of transactions,
Southmark Corporation ("Southmark") acquired a controlling interest in CCEC. In
December 1988, CCEC filed for reorganization under Chapter 11 of the United
States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, ConCap
Equities, Inc. ("CEI") acquired CCEC's general partner interest in the
Partnership and in 15 other affiliated public limited partnerships (the
"Affiliated Partnerships"), acquired the stock of the Corporate Limited Partner,
and CEI replaced CCEC as managing general partner in all 16 partnerships. The
selection of CEI as the sole managing general partner was approved by a majority
of the Unit holders in the Partnership and of the limited partners in each of
the Affiliated Partnerships pursuant to a solicitation of the Unit holders dated
August 10, 1990. As part of this solicitation, the Unit holders also approved
an amendment to the Partnership Agreement to limit changes of control of the
Partnership. All of CEI's outstanding stock is owned by an affiliate of Insignia
Financial Group, Inc. ("Insignia") which acquired the stock through two
transactions in December 1994, and October 1995.
A further description of the Partnership's business is included in "Item 6 -
Management's Discussion and Analysis or Plan of Operation" included in this Form
10-KSB.
The Registrant has no employees. Management and administrative services are
performed by the General Partner and by Insignia Residential Group, L.P., an
affiliate of Insignia, an affiliate of the General Partner. Pursuant to a
management agreement between them, Insignia Residential Group, L.P. provides
property management services to the Registrant.
The real estate business in which the Partnership is engaged is highly
competitive and the Partnership is not a significant factor in this industry.
The Registrant's property is subject to competition from similar properties in
the vicinity in which the property is located. In addition, various limited
partnerships have been formed by the General Partner and/or its affiliates to
engage in business which may be competitive with the Registrant.
Item 2. Description of Properties
The following table sets forth the Registrant's investments in properties:
Date of
Property Purchase Type of Ownership Use
Carlin Manor Apartments 11/87 Fee ownership, subject Apartment
Columbus, Ohio to first mortgage. 278 units
Hunt Club Apartments 05/87 Fee ownership, subject Apartment
Indianapolis, Indiana to first mortgage. 200 units
Shadow Brook Apartments 05/87 Fee ownership, subject Apartment
West Valley City, Utah to first mortgage. 300 units
Schedule of Properties:
(dollar amounts in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Carlin Manor Apartments $ 6,561 $ 3,307 5-30 SL $ 5,471
Hunt Club Apartments 6,796 3,239 5-30 SL 4,309
Shadow Brook Apartments 10,197 3,457 5-30 SL 6,692
Total $23,554 $10,003 $16,472
See "Note A" to the financial statements in "Item 7" for a description of the
Partnership's depreciation policy.
Schedule of Mortgages:
(dollar amounts in thousands)
Principal Principal
Balance At Stated Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
Carlin Manor
1st Mortgage $ 2,500 7.33% (1) 11/03 $2,500
Hunt Club
1st Mortgage 3,850 8.30% 84 mo. 10/00 3,575
Shadow Brook
1st Mortgage 6,000 7.33% (1) 11/03 6,000
$12,350
(1) Payments consist of interest only.
Average annual rental rate and occupancy for 1996 and 1995 for each property:
Average Annual Average Annual
Rental Rates Occupancy
1996 1995 1996 1995
Carlin Manor $5,497/unit $5,359/unit 90% 86%
Hunt Club 7,074/unit 6,893/unit 94% 91%
Shadow Brook 6,511/unit 5,763/unit 97% 98%
The General Partner attributes the increase in occupancy at Carlin Manor
Apartments and Hunt Club Apartments to the fact that the General Partner has
made improvements to the appearance of the properties as well as an increase in
advertising at the properties.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the partnership are subject to
competition from other residential apartment complexes in the area. The
Corporate General Partner believes that all of the properties are adequately
insured. The multifamily residential properties' lease terms are for one year
or less. No residential tenant leases 10% or more of the available rental
space.
Real estate taxes and rates in 1996 for each property were (dollar amounts in
thousands):
1996 1996
Billing Rate
Carlin Manor $107 5.4%
Hunt Club 149 9.2%
Shadow Brook 81 1.4%
Item 3. Legal Proceedings
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The General Partner believes that all such matters are
adequately covered by insurance and will be resolved without a material adverse
effect upon the business, financial condition, results of operations, or
liquidity of the Partnership.
Item 4. Submission of Matters to a Vote of Partners
During the fiscal year ended December 31, 1996, no matter was submitted to a
vote of the Unit holders through the solicitation of proxies or otherwise.
PART II
Item 5. Market For the Registrant's Units of Depository Receipts and Related
Security Holder Matters
(A) No established public trading market for the Units exists nor is one
expected to develop.
(B) Title of Class: Number of Record Unit holders:
Units of Depositary Receipts
A Units 915 as of December 31, 1996
B Units 1,006 as of December 31, 1996
(C) Distributions of approximately $459,000 were made in 1996, while
distributions of approximately $918,000 were paid in 1995. All of the
distributions to the limited partners in both 1996 and 1995 were paid to
the "A" Unit holders. No distributions have been made to the "B" Unit
holders.
Future distributions will depend on the levels of cash generated from
operations, refinancings, property sales and the availability of cash reserves.
At this time, the General Partner anticipates that cash distributions will be
made during fiscal 1997.
Item 6. Management's Discussion and Analysis or Plan of Operation
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership's net income for the year ended December 31, 1996, was
approximately $46,000 as compared to net income of approximately $383,000 for
the year ended December 31, 1995. The decrease in net income in 1996 is
primarily attributable to the $612,000 casualty gain recognized in 1995 due to
the fire damage at Shadow Brook Apartments, a decrease in other income and an
increase in operating expenses. Other income decreased as a result of a
decrease in interest income earned on cash balances and a decrease in dividends
received on an investment in Southmark Corporation. The decrease in other
income is also attributable to the receipt of approximately $21,000 in 1995 of
insurance proceeds related to a 1993 fire at Carlin Manor apartments. At the
time of the receipt, all costs associated with the fire damages and the related
repairs had been expensed or capitalized. Operating expenses increased due to
an increase in advertising and concessions at Carlin Manor Apartments, which
were given to increase occupancy, and an increase in utility bills at Carlin
Manor Apartments and Hunt Club Apartments due to the unusually cold winter and
spring weather.
Offsetting the items noted above was an increase in rental income and decreases
in Partnership management fees and maintenance expense. The increase in rental
income is the result of increased occupancy at the investment properties. The
Partnership management fee expense decreased due to a decrease in distributions
made to limited partners from "cash available for distribution" (as defined in
the Agreement). Maintenance expense decreased as a result of a large gutter
replacement project and painting project done at Hunt Club Apartments in 1995.
Included in maintenance expense for the year ended December 31, 1996, is
approximately $138,000 of major repairs and maintenance comprised primarily of
exterior painting, exterior building improvements and swimming pool repairs.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At December 31, 1996, the Partnership had unrestricted cash of approximately
$1,860,000 compared to approximately $1,240,000 at December 31, 1995. Net cash
provided by operating activities at December 31, 1996, increased primarily due
to the increase in accounts receivable due to the timing of payments. Net cash
used in investing activities increased in comparison to 1995 due to the
insurance proceeds from property damage received in 1995 and a decrease in
purchases of property improvements and replacements. These decreases were offset
by an increase in deposits to restricted escrows and a decrease in proceeds from
sale of investments. Net cash provided by financing activities increased due to
the refinancing of Carlin Manor and Shadow Brook.
The Partnership has no material capital programs scheduled to be performed in
1997, although certain routine capital expenditures and maintenance expenses
have been budgeted. These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations or is received from the
capital reserve account.
On November 13, 1996, the Partnership financed Carlin Manor and refinanced
Shadow Brook. The Partnership received $8,500,000 in gross proceeds from the
financings and repaid a mortgage note on Shadow Brook of approximately
$7,314,000. The previous mortgage note on Shadow Brook had a stated interest
rate of 9.19% and a maturity date of June 1, 1997. The new mortgage notes
require monthly interest only payments at a stated interest rate of 7.33% and
have balloon payments due on November 1, 2003.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership. Such assets are currently thought
to be sufficient for any near-term needs of the Partnership. The mortgage
indebtedness of approximately $12,350,000 requires balloon payments in October
2000 and November 2003, at which time the properties will be refinanced or sold.
For the years ended December 31, 1996 and 1995, distributions of approximately
$454,000 and $909,000, respectively, were made to the "A" Unit limited partners.
Related distributions of approximately $5,000 and $9,000 were also made to the
General Partner. Future cash distributions will depend on the levels of cash
generated from operations, capital expenditure requirements, property sales and
the availability of cash reserves.
Item 7. Financial Statements
MULTI-BENEFIT REALTY FUND '87-1
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditor
Consolidated Balance Sheet--December 31, 1996
Consolidated Statements of Operations--Years ended December 31, 1996 and 1995
Consolidated Statements of Changes in Partners' Capital (Deficit)--Years ended
December 31, 1996 and 1995
Consolidated Statements of Cash Flows--Years ended December 31, 1996 and 1995
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Multi-Benefit Realty Fund -87-1
We have audited the accompanying consolidated balance sheet of Multi-Benefit
Realty Fund '87-1 as of December 31, 1996, and the related consolidated
statements of operations, changes in partners' capital (deficit) 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 the
Partnerships 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, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Multi-
Benefit Realty Fund '87-1 as of December 31, 1996, and the consolidated 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.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
February 17, 1997
MULTI-BENEFIT REALTY FUND '87-1
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 1,860
Restricted - tenant security deposits 140
Other assets 1,061
Investment properties:
Land $ 1,742
Buildings and related personal property 21,812
23,554
Less accumulated depreciation (10,003) 13,551
$ 16,612
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 164
Accrued taxes 264
Tenant security deposits 140
Other liabilities 218
Mortgage notes payable 12,350
Partners' Capital (Deficit)
General Partner $ (118)
Limited Partner "A" Unit holders -
96,284 units outstanding (238)
Limited Partner "B" Unit holders -
75,152 units outstanding 3,832 3,476
$ 16,612
See Accompanying Notes to Consolidated Financial Statements
MULTI-BENEFIT REALTY FUND '87-1
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 4,595 $ 4,312
Other income 266 348
Casualty gain -- 612
Total revenues 4,861 5,272
Expenses:
Operating 1,614 1,488
General and administrative 199 203
Partnership management fee 41 82
Maintenance 600 745
Depreciation 993 959
Interest 1,041 1,056
Property taxes 327 356
Total expenses 4,815 4,889
Net income $ 46 $ 383
Net income allocated to general
partner (1%) $ -- $ 4
Net income allocated to limited
partners (99%) 46 379
$ 46 $ 383
Net income per "A" Unit $ .27 $ 2.21
Net income per "B" Unit $ .27 $ 2.21
See Accompanying Notes to Consolidated Financial Statements
MULTI-BENEFIT REALTY FUND '87-1
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
Total
Partners'
General Limited Partners Capital
Partner "A" Units "B" Units (Deficit)
Original capital contributions $ 1 $ 9,706 $ 7,538 $ 17,245
Limited partnership units at
December 31, 1996 and
December 31, 1995 -- 96,284 75,152 171,436
Partners' capital (deficit)
at December 31, 1994 $ (108) $ 886 $ 3,646 $ 4,424
Net income for the year ended
December 31, 1995 4 213 166 383
Distributions for the year
ended December 31, 1995 (9) (909) -- (918)
Partners' capital (deficit)
at December 31, 1995 (113) 190 3,812 3,889
Net income for the year ended
December 31, 1996 -- 26 20 46
Distributions for the year
ended December 31, 1996 (5) (454) -- (459)
Partners' capital (deficit)
at December 31, 1996 $ (118) $ (238) $ 3,832 $ 3,476
See Accompanying Notes to Consolidated Financial Statements
MULTI-BENEFIT REALTY FUND '87-1
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Years Ended
December 31,
1996 1995
Cash flows from operating activities:
Net income $ 46 $ 383
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 993 959
Amortization of loan costs 45 43
Casualty gain -- (612)
Change in accounts:
Restricted cash (8) (132)
Accounts receivable 69 (107)
Due from affiliates -- 10
Other assets 46 (7)
Escrows for taxes and insurance -- (208)
Accounts payable (222) 375
Accrued taxes 1 17
Tenant security deposit liabilities 7 1
Other liabilities (116) (63)
Net cash provided by operating activities 861 659
Cash flows from investing activities:
Property improvements and replacements (506) (1,229)
Deposits to restricted escrows (348) (38)
Receipts from restricted escrows -- 66
Proceeds from sale of investments 298 3,447
Purchase of investments -- (2,305)
Net insurance proceeds from property damage -- 831
Net cash (used in) provided by
investing activities (556) 772
Cash flows from financing activities:
Proceeds from long-term borrowings 8,500 --
Repayment of mortgage notes payable (7,314) --
Loan costs paid (246) --
Payments on mortgage notes payable (166) (148)
Distributions to partners (459) (918)
Net cash provided by (used in)
financing activities 315 (1,066)
Net increase in cash and cash equivalents 620 365
Cash and cash equivalents at beginning of period 1,240 875
Cash and cash equivalents at end of period $ 1,860 $ 1,240
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,001 $ 929
See Accompanying Notes to Consolidated Financial Statements
MULTI-BENEFIT REALTY FUND '87-1
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - Organization and Significant Accounting Policies
Organization: Multi-Benefit Realty Fund '87-1 (the "Partnership") was organized
as a limited partnership under the laws of the State of California pursuant to a
Certificate and Agreement of Limited Partnership filed September 8, 1986. The
Partnership commenced operations on February 27, 1987, the date on which impound
requirements were met. The Partnership operates three apartment properties
located in the Mid-west and West.
Upon the Partnership's formation in 1986, Consolidated Capital Equities
Corporation ("CCEC"), a Colorado corporation, was the sole general partner of
the Partnership and the Corporate Limited Partner, a wholly-owned subsidiary of
CCEC, was the sole limited partner. In 1988, through a series of transactions,
Southmark Corporation ("Southmark") acquired a controlling interest in CCEC. In
December 1988, CCEC filed for reorganization under Chapter 11 of the United
States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, ConCap
Equities, Inc. ("CEI"), acquired CCEC's general partner interest in the
Partnership and in 15 other affiliated public limited partnerships (the
"Affiliated Partnerships"), acquired the stock of the Corporate Limited Partner,
and CEI replaced CCEC as managing general partner in all 16 partnerships. The
selection of CEI as the sole managing general partner was approved by a majority
of the Unit holders in the Partnership and of the limited partners in each of
the Affiliated Partnerships pursuant to a solicitation of the Unit holders dated
August 10, 1990. As part of this solicitation, the Unit holders also approved
an amendment to the Partnership Agreement to limit changes of control of the
Partnership. All of CEI's outstanding stock is owned by an affiliate of Insignia
Financial Group, Inc. ("Insignia") which acquired the stock through two
transactions in December 1994 and October 1995.
Principles of Consolidation: The financial statements include all the accounts
of the Partnership and its 99% owned partnership. All significant
interpartnership balances have been eliminated.
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 amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Partners' Capital (Deficit): The Partnership has issued two classes of Units of
Depositary Receipts ("Units"), "A" Units and "B" Units. The two classes of both
are entitled to different rights and priorities as to cash distributions and
partnership allocations. The Units represent economic rights attributable to
the limited partnership interests in the Partnership and entitle the holders
thereof ("Unit holders") to participate in certain allocations and distributions
of the Partnership.
The Partnership Agreement("Agreement") provides for the allocation of net income
and net losses from operations for both financial and tax reporting purposes as
follows: net profits are allocated 99% to the holders of "A" Units until they
have been allocated income equal to their priority return, and 1% to the General
Partner. The priority return represents 9% per annum return on invested capital
for the Partnership's first fiscal year, 9.5% for the second year and 10% per
annum thereafter. Additional net profits are allocated 1% to the General Partner
and 99% to the Unit holders. Net losses are allocated 1% to the General
Partner and 99% to the Unit holders until their capital accounts are depleted.
Additional net losses are allocated to the General Partner.
Distributable cash from operations is allocated 1% to the General Partner and
99% to the Unit holders with holders of "A" Units first receiving their priority
return, then the balance is split equally between holders of "A" Units and "B"
Units. The General Partner receives 1% of surplus funds and holders of "A"
Units will receive their priority return, then both classes of Unit holders will
receive a return of their invested capital. Any remainder will be allocated 10%
to holders of "A" Units and 90% to holders of "B" Units.
Cash and Cash Equivalents:
Unrestricted - Unrestricted cash includes cash on hand and in banks,
money market funds and certificates of deposit with original maturities less
than 90 days. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.
Restricted cash - tenant security deposits - The Partnership requires
security deposits from lessees for the duration of the lease and such deposits
are considered restricted cash. Deposits are refunded when the tenant vacates,
provided the tenant has not damaged its space and is current on its rental
payments.
Escrows for Taxes and Insurance: Funds, totaling approximately $208,000, which
are included in other assets, are held by the Partnership and the mortgage
holder and are designated for the payment of real estate taxes and insurance.
Capital Replacement Reserve: In relation to the mortgages at all three
properties, the mortgage lenders have required a "replacement reserve" for
certain capital improvements. At December 31, 1996, the balance was
approximately $437,000 and is included in other assets.
Investment Properties: Prior to the fourth quarter of 1995, investment
properties were carried at the lower of cost or estimated fair value, which was
determined using the higher of the property's non-recourse debt amount, when
applicable, or the net operating income of the investment property capitalized
at a rate deemed reasonable for the type of property. During the fourth quarter
of 1995 the Partnership adopted "FASB Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The impairment loss is measured by comparing the fair value of
the asset to its carrying amount. The effect of adoption was not material.
Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the modified accelerated cost recovery method is
used for depreciation of (1) real property additions over 27 1/2 years and (2)
personal property additions over 5-15 years.
Loan Costs: Loan costs of approximately $348,000 less accumulated amortization
of approximately $4,000 are included in other assets and are being amortized on
a straight-line basis over the life of the loans. During 1996, approximately
$246,000 was added to loan cost as a result of the financing obtained at Carlin
Manor and Shadow Brook.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, management finds it necessary to offer rental concessions during
particularly slow months or in response to heavy competition from other similar
complexes in the area. Concessions are charged to expenses as incurred.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $100,000
and $79,000 for the years ended December 31, 1996 and 1995, respectively.
Fair Value: In 1995, the Partnership implemented "FASB No. 107, Disclosure
about Fair Value of Financial Instruments," which requires disclosure of fair
value information about financial instruments for which it is practicable to
estimate that value. The carrying amount of the Partnership's cash and cash
equivalents approximates fair value due to short-term maturities. The
Partnership estimates the fair value of its fixed rate mortgages by discounted
cash flow analysis, based on estimated borrowing rates currently available to
the Partnership.
Reclassifications: Certain reclassifications have been made to the 1995
information to conform to the 1996 presentation.
Note B - Mortgage Notes Payable
The principal terms of mortgage notes payable are as follows (dollar amounts in
thousands):
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1996 Interest Rate Date Maturity
Carlin Manor
1st mortgage $ 2,500 $15 7.33% 11/01/03 $2,500
Hunt Club
1st mortgage 3,850 32 8.30% 10/01/00 3,575
Shadow Brook
1st mortgage 6,000 37 7.33% 11/01/03 6,000
Totals $12,350
The estimated fair values of the Partnership's aggregate debt is approximately
$12,494,000. This value represents a general approximation of possible value and
is not necessarily indicative of the amount the Partnership may pay in actual
market transactions.
The mortgage notes payable are non-recourse and are secured by pledge of all of
the Partnership's apartment properties and by pledge of revenues from the
apartment properties. Certain of the notes require prepayment penalties if
repaid prior to maturity and prohibit resale of the properties subject to
existing indebtedness.
On November 13, 1996, the Partnership financed Carlin Manor and refinanced
Shadow Brook. The Partnership received $8,500,000 in gross proceeds from the
financings and repaid a mortgage note on Shadow Brook of approximately
$7,314,000. The previous mortgage note on Shadow Brook had a stated interest
rate of 9.19% and a maturity date of June 1, 1997. The new mortgage notes
require monthly interest only payments at a stated interest rate of 7.33% and
have balloon payments due on November 1, 2003.
Scheduled principal payments of mortgage notes payable subsequent to December
31, 1996, are as follows (dollar amounts in thousands):
1997 65
1998 71
1999 77
2000 3,637
2001 --
Thereafter 8,500
$12,350
Note C- Income Taxes
The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in
the income tax returns of its partners.
The following is a reconciliation of reported net income and Federal taxable
loss (in thousands, except per unit data):
1996 1995
Net income as reported $ 46 $ 383
Add (deduct):
Write-downs of fixed asset values 15 --
Deferred casualty gain -- (612)
Depreciation differences 122 155
Change in prepaid rental (86) 95
Other (41) (88)
Federal taxable loss $ (56) $ (67)
Federal taxable loss per limited
partnership unit $ (.32) $(.39)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:
Net assets as reported $3,476
Buildings 2,056
Accumulated depreciation 866
Syndication fees 1,975
Other 44
Net assets - tax basis $8,417
Note D - Related Party Transactions
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership paid property management fees based upon collected gross rental
revenues for property management services as noted below for the years ended
December 31, 1996 and 1995, respectively. Such fees are included in operating
expense on the consolidated statements of operations and are reflected in the
following table. The Limited Partnership Agreement ("Agreement") provides for
reimbursement to the General Partner and its affiliates for costs incurred in
connection with the administration of Partnership activities. The General
Partner and its current and former affiliates received reimbursements and fees
as reflected in the following table:
For the Year Ended
December 31,
1996 1995
(in thousands)
Property management fees $240 $223
Reimbursements for services of affiliates (1) 178 120
Partnership management fees (2) 41 82
(1)Included in "reimbursements for services of affiliates for 1996 is
approximately $54,000 in reimbursements for construction oversight costs.
(2)The Agreement provides for a fee equal to 9% of distributable cash from
operations (as defined in the Agreement) received by the limited partners be
paid to the General Partner for executive and administrative management
services.
On July 1, 1995, the Partnership began insuring its properties under a master
policy through an agency and insurer unaffiliated with the General Partner. An
affiliate of the General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the master policy. The current agent assumed the
financial obligations to the affiliate of the General Partner, who receives
payments on these obligations from the agent. The amount of the partnership's
insurance premiums accruing to the benefit of the affiliate of the General
Partner by virtue of the agent's obligations is not significant.
Note E - Commitments and Contingencies
The Partnership is required by the Agreement to maintain working capital
reserves of not less than 5% of Net Invested Capital, as defined in the
Agreement. In the event expenditures are made from this reserve, operating
revenue shall be allocated to such reserve to the extent necessary to maintain
the foregoing level. Reserves, including cash and cash equivalents totaling
approximately $1.9 million, exceeded the reserve requirement of approximately
$754,000 at December 31, 1996.
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The General Partner believes that all such matters are
adequately covered by insurance and will be resolved without a material adverse
effect upon the business, financial condition, results of operations, or
liquidity of the Partnership.
Note F - Real Estate and Accumulated Depreciation
Investment Properties Initial Cost
(dollar amounts in thousands) To Partnership
Cost
Buildings Capitalized
and Related (Written Down)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Carlin Manor Apartments
Columbus, Ohio $ 2,500 $ 408 $ 6,582 $ (429)
Hunt Club Apartments
Indianapolis, Indiana 3,850 485 5,673 638
Shadow Brook Apartments
West Valley City, Utah 6,000 961 8,263 973
Totals $ 12,350 $1,854 $20,518 $ 1,182
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1996
Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Carlin Manor Apartments Phase I
Columbus, Ohio $ 295 $ 6,266 $6,561 $3,307 1967 11/87 5-30
Phase II
1972
Hunt Club Apartments
Indianapolis, Indiana 485 6,311 6,796 3,239 1979 05/87 5-30
Shadow Brook Apartments
West Valley City, Utah 962 9,235 10,197 3,457 1985 05/87 5-30
Totals $1,742 $21,812 $23,554 $10,003
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation" (dollar
amounts in thousands):
Years Ended December 31,
1996 1995
Real Estate
Balance at beginning of year $23,073 $22,208
Property improvements 506 1,229
Disposals of property (25) (364)
Balance at End of Year $23,554 $23,073
Accumulated Depreciation
Balance at beginning of year $ 9,020 $ 8,188
Additions charged to expense 993 959
Disposition of property (10) (127)
Balance at End of Year $10,003 $ 9,020
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995, is approximately $25,610,000 and approximately
$25,104,000. The accumulated depreciation taken for Federal income tax purposes
at December 31, 1996 and 1995, is approximately $9,137,000 and approximately
$8,267,000.
Note G - Casualty Gain
Shadow Brook Apartments experienced fire damage which destroyed twelve units and
damaged twelve others. The fire resulted in a casualty gain of approximately
$612,000 during the year ended December 31, 1995.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
As of May 3, 1995, Arthur Andersen LLP, the independent accountant previously
engaged as the principal accountant to audit the financial statements of the
Registrant was dismissed. As of the same date, the firm of Ernst & Young LLP
was engaged to provide that service for the Registrant.
During the Partnership's two most recent fiscal years and any subsequent interim
period preceding the change, there were no disagreements with the former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of the former accountant, would have caused it
to make reference to the subject matter of the disagreements in connection with
its report.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act
The names of the directors and executive officers of ConCap Equities, Inc.
("CEI"), the Partnership's Managing General Partner as of December 31, 1995,
their ages and the nature of all positions with CEI presently held by them are
as follows:
NAME OF INDIVIDUAL POSITION IN CEI AGE
William H. Jarrard, Jr. President 50
Ronald Uretta Vice President/Treasurer 41
John K. Lines Vice President/Secretary 37
Kelley M. Buechler Assistant Secretary 39
Martha L. Long Controller 37
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration and Asset Management from July 1994 until January
1996.
Ronald Uretta has been Vice President/Treasurer of CEI since December 1996 and
Insignia's Treasurer since January 1992. Since August 1996, he has also served
as Chief Operating Officer. He also served as Insignia's Secretary from January
1992 to June 1994 and as Insignia's Chief Financial Officer from January 1992 to
August 1996. Since September 1990, Mr. Uretta has also served as the Chief
Financial Officer and controller of Metropolitan Asset Group.
John K. Lines has been Vice President and Secretary of CEI since December 1994,
Secretary of the MAE subsidiaries since August 1994, General Counsel of Insignia
since June 1994, and General Counsel and Secretary of Insignia since July 1994.
From May 1993 until June 1994, Mr. Lines was the Assistant General Counsel and
Vice President of Ocwen Financial Corporation in West Palm Beach, Florida. From
October 1991 until April 1993, Mr. Lines was a Senior Attorney with Banc One
Corporation in Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was
employed as an associate with Squire Sanders & Dempsey in Columbus, Ohio.
Martha L. Long has been Controller of CEI since December 1996 and Senior Vice
President - Finance and Controller of Insignia since January 1997. In June
1994, Ms. Long joined Insignia as its Controller and was promoted to Senior Vice
President - Finance in January 1997. Prior to that time, she was Senior Vice
President and Controller of The First Savings Bank, FSB in Greenville, South
Carolina.
Kelley M. Buechler has been Assistant Secretary of CEI since December 1994,
Assistant Secretary of the MAE subsidiaries since January 1992, and Assistant
Secretary of Insignia since January 1991. During the five years prior to
joining Insignia in 1991, she served in a similar capacity for U.S. Shelter.
Item 10. Executive Compensation
No direct compensation was paid or payable by the Partnership to directors or
officers (since it does not have any directors or officers) for the years ended
December 31, 1996 and December 31, 1995. The Partnership has no plans to pay
any such renumeration to any directors or officers of the General Partner in the
future.
Item 11. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
As of December 31, 1996, no person was known to CEI to own of record or
beneficially more than 5 percent (5%) of the Units of the Partnership.
(b) Beneficial Owners of Management
Neither CEI nor any of the directors or officers or associates of CEI
own any Units of the Partnership of record or beneficially.
(c) Changes in Control
Beneficial Owners of CEI
As of December 31, 1996, the following persons were known to CEI to be
the beneficial owners of more than 5 percent (5%) of its common stock:
NUMBER OF PERCENT
NAME AND ADDRESS CEI SHARES OF TOTAL
GII Realty, Inc. 100,000 100%
One Insignia Financial Plaza
P.O. Box 1089
Greenville, SC 29602
GII Realty, Inc. is owned by an affiliate of Insignia (see "Item 1").
Item 12. Certain Relationships and Related Transactions
Transactions with Current Management and Others
Except for the transactions described below, neither CEI nor any of its
directors, officers or associates, or any associates of any of them, has had any
interest in any other transaction to which the Partnership is a party. Please
refer to "Item 7 - Financial Statements and Supplementary Data," Note D -
Related Party Transactions, for the amounts and items of permissible
compensation and fees paid to the General Partner and its affiliates and other
related parties for the last two years.
The Registrant has paid property management fees based upon collected gross
rental revenues for property management services of approximately $240,000 and
$223,000 for the years ended December 31, 1996 and 1995, respectively. All of
the above referenced agreements with affiliates of CEI and related parties of
the Partnership are subject to the conditions and limitations imposed by the
Agreement.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit
to this report.
(b) Reports on Form 8-K:
None filed for the quarter ended December 31, 1996.
SIGNATURE PAGE
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.
MULTI-BENEFIT REALTY FUND '87-1
By: CONCAP EQUITIES, INC.
Its General Partner,
March 21, 1997 By: /s/ William H. Jarrard, Jr.
Date William H. Jarrard, Jr.
President
March 21, 1997 By: /s/ Ronald Uretta
Date Ronald Uretta
Vice President/Treasurer
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.
March 21, 1997 By: /s/ William H. Jarrard, Jr.
Date William H. Jarrard, Jr.
Director and President
March 21, 1997 By: /s/ Ronald Uretta
Date Ronald Uretta
Vice President/Treasurer
EXHIBIT INDEX
S-K REFERENCE SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
3 Certificate of Limited Partnership, N/A
as amended to date.
4 Depositary Agreement (Incorporated N/A
by reference to Registration State-
ment of Registrant (File No. 33-8908)
filed December 10, 1986, as amended
to date).
10.1 Property Management Agreement No. 310 N/A
dated October 23, 1990, by and between
the Partnership and CCEC (Incorporated
by reference to the Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1990).
10.2 Bill of Sale and Assignment dated N/A
October 23, 1990, by and between CCEC
and ConCap Services Company (Incorporated
by reference to the Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1990).
10.3 Assignment and Assumption Agreement dated N/A
October 23, 1990, by and between CCEC
and ConCap Management Limited Partnership
("CCMLP") (Incorporated by reference to
the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.4 Assignment and Agreement as to Certain N/A
Property Management Services dated
October 23, 1990, by and between CCMLP
and ConCap Capital Company (Incorporated
by reference to the Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1990).
10.5 Assignment and Assumption Agreement dated N/A
October 23, 1990, by and between CCMLP
and Metro ConCap, Inc. (300 Series of
Property Management Contracts)
(Incorporated by reference to the
Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.6 Construction Management Cost Reimbursement N/A
Agreement dated January 1, 1991, by and
between the Partnership and Metro ConCap,
Inc. (Incorporated by reference to the
Annual Report on Form 10-K for the year
ended December 31, 1991).
10.9 Construction Management Cost Reimbursement N/A
Agreement dated January 1, 1991, by and
between the Partnership and The Hayman
Company. (Incorporated by reference to
the Annual Report on Form 10-K for the
year ended December 31, 1991).
10.10 Investor Services Agreement dated October N/A
23, 1990, by and between the Partnership
and CCEC (Incorporated by reference to
the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.11 Assignment and Assumption Agreement N/A
(Investor Services Agreement) dated
October 23, 1990, by and between CCEC
and ConCap Services Company (Incorporated
by reference to the Annual Report on
Form 10-K for the year ended December
31, 1990).
10.12 Letter of Notice dated December 20, N/A
1991, from Partnership Services, Inc.
("PSI") to the Partnership regarding
the change in ownership and dissolution
of ConCap Services Company whereby PSI
assumed the Investor Services Agreement.
(Incorporated by reference to the Annual
Report on Form 10-K for the year ended
December 31, 1991).
10.13 Financial Services Agreement dated October N/A
23, 1990, by and between the Partnership
and CCEC (Incorporated by reference to
the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.14 Assignment and Assumption Agreement N/A
(Financial Services Agreement) dated
October 23, 1990, by and between CCEC and
ConCap Capital Company (Incorporated
by reference to the Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1990).
10.15 Letter of Notice dated December 20, N/A
1991, from PSI to the Partnership
regarding the change in ownership
and dissolution of ConCap Capital
Company whereby PSI assumed the
Financial Services Agreement.
(Incorporated by reference to the
Annual Report on Form 10-K for the year
ended December 31, 1991).
10.16 Property Management Agreement No. 518 N/A
dated June 1, 1993, by and between the
Partnership and Coventry Management, Inc.
10.17 Assignment and Assumption Agreement N/A
(Financial Services Agreement) dated
October 23, 1990, by and between CCEC and
ConCap Capital Company (Incorporated
by reference to the Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1990).
10.18 Letter dated December 8, 1994 reporting a N/A
change in control of the General partner of
the Registrant. (Incorporated by reference
to Form 8-K dated December 8, 1994).
10.19 Multifamily Note dated November 1, 1996,
between Multi-Benefit Realty Fund '87-1,
a California limited partnership, and
Lehman Brokers Holdings Inc. d/b/a Lehman
Capital, A Division of Lehman Brothers
Holdings, Inc.
10.20 Multifamily Note dated November 1, 1996,
between Multi-Benefit Realty Fund '87-1,
a California limited partnership, and Lehman
Brokers Holdings Inc. d/b/a Lehman
Capital, A Division of Lehman Brothers
Holdings, Inc.
11 Statement regarding computation of 19
Net Income per Unit of Depositary
Receipt (Incorporated by reference to
Note 5 of Item 8 - Financial State-
ments of this Form 10-K)
16 Letter, Dated August 12, 1992, from N/A
Ernst & Young to the Securities and
Exchange Commission regarding change
in certifying accountant. (Incorporated
by reference to Form 8-K dated August 6,
1992)
16.1 Letter dated May 3, 1995, from Arthur N/A
Anderson to the Securities and Exchange
Commission regarding change in Certifying
Accountant. (Incorporated by reference
to Form 8-K dated May 3, 1995).
27 Financial Data Schedule is filed as an
Exhibit to this report.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Multi-Benefit Realty Fund 87-1 1996 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000802200
<NAME> MULTI BENEFIT REALTY FUND 87-1
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,860
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 23,554
<DEPRECIATION> (10,003)
<TOTAL-ASSETS> 16,612
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 12,350
0
0
<COMMON> 0
<OTHER-SE> 3,476
<TOTAL-LIABILITY-AND-EQUITY> 16,612
<SALES> 0
<TOTAL-REVENUES> 4,861
<CGS> 0
<TOTAL-COSTS> 4,815
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,041
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 46
<EPS-PRIMARY> .27<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
Exhibit 10.19
Loan No. 734105894
Carlin Manor
MULTIFAMILY NOTE
US $2,500,000
New York, New York
As of November 1, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of TWO
MILLION FIVE HUNDRED THOUSAND AND 00/100 Dollars, with interest on the unpaid
principal balance from the date of this Note, until paid, at the rate of 7.33
percent per annum. Interest only shall be payable at 3 World Financial Center,
New York, New York 10285, or such other place as the holder hereof may designate
in writing, in consecutive monthly installments of Fifteen Thousand Two Hundred
Seventy and 83/100 Dollars ($15,270.83) on the first day of each month beginning
December 1, 1996, until the entire indebtedness evidenced hereby is fully paid,
except that any remaining indebtedness, if not sooner paid, shall be due and
payable on November 1, 2003.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located hereunder .
The undersigned shall pay any installment of interest due within ten (10)
calendar days after such installment of interest is due. The undersigned shall
pay any other due hereunder or due in accordance with the terms of the Mortgage
or Deed of Trust securing this Note, within thirty (30) calendar days of the
date such installment is due.
IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to be executed by its representatives thereunto duly authorized.
MULTI-BENEFIT REALTY FUND '87-1, a California
limited partnership
By: ConCap Equities, Inc. a Delaware
corporation, its general partner
By: /s/ Kelley M. Buechler
Name: Kelley M. Buechler
Title: Assistant Secretary
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 1st day of November, 1996.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman Brothers
Holdings Inc., a Delaware corporation
By: /s/ Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
Exhibit 10.20
Loan No. 734133669
Shadow Brook
MULTIFAMILY NOTE
US $6,000,000
New York, New York
As of November 1, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of SIX
MILLION AND 00/100 Dollars, with interest on the unpaid principal balance from
the date of this Note, until paid, at the rate of 7.33 percent per annum.
Interest only shall be payable at 3 World Financial Center, New York, New York
10285, or such other place as the holder hereof may designate in writing, in
consecutive monthly installments of Thirty Six Thousand Six Hundred Fifty and
00/100 Dollars ($36,650.00) on the first day of each month beginning December 1,
1996, until the entire indebtedness evidenced hereby is fully paid, except that
any remaining indebtedness, if not sooner paid, shall be due and payable on
November 1, 2003.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located hereunder .
The undersigned shall pay any installment of interest due within ten (10)
calendar days after such installment of interest is due. The undersigned shall
pay any other due hereunder or due in accordance with the terms of the Mortgage
or Deed of Trust securing this Note, within thirty (30) calendar days of the
date such installment is due.
IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to be executed by its representatives thereunto duly authorized.
MULTI-BENEFIT REALTY FUND '87-1, a California
limited partnership
By: ConCap Equities, Inc. a Delaware
corporation, its general partner
By: /s/ Kelley M. Buechler
Name: Kelley M. Buechler
Title: Assistant Secretary
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 1st day of November, 1996.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman Brothers
Holdings Inc., a Delaware corporation
By: /s/ Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
