FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended by 34-32231, eff. 6/3/93.)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period.........to.........
Commission file number 0-16773
CLOVER INCOME PROPERTIES, L.P.
(Exact name of small business issuer as specified in its charter)
Delaware 22-2772496
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23 West Park Avenue
Merchantville, New Jersey 08109
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (609) 662-1116
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 .
CLOVER INCOME PROPERTIES, L.P.
BALANCE SHEET
(Unaudited)
ASSETS
June 30,
1996
CASH $ 324,955
INVESTMENT IN THE WILLOWBROOK JOINT
VENTURE, at market 3,908,265
TOTAL ASSETS $4,233,220
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued expenses $ 10,238
PARTNERS' CAPITAL
General partner (4,854)
Limited partners 4,227,836
Total partners' capital 4,222,982
TOTAL LIABILITIES AND PARTNERS' CAPITAL $4,233,220
The accompanying notes are an integral part of these financial statements.
CLOVER INCOME PROPERTIES, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
REVENUES
Interest income $ 1,988 $ 2,034 $ 3,544 $ 3,026
Total revenues 1,988 2,034 3,544 3,026
EXPENSES
Amortization -- 6,057 -- 12,115
Professional services 9,476 6,758 16,549 15,154
General and administrative 538 5,924 2,380 11,943
Total expenses 10,014 18,739 18,929 39,212
SHARE OF INCOME FROM THE
WILLOWBROOK JOINT VENTURE 25,282 48,763 71,914 94,290
NET INCOME $ 17,256 $ 32,058 $ 56,529 $ 58,104
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 1.11 $ 2.10 $ 3.70 $ 3.79
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
CLOVER INCOME PROPERTIES, L.P.
STATEMENTS OF PARTNERS' CAPITAL
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
<S> <C> <C> <C>
Balance at January 1, 1996 $ (4,854) $ 4,281,913 $ 4,277,059
Partners' distributions, $7.30
per limited partnership unit (1,106) (109,500) (110,606)
Net income 1,106 55,423 56,529
Balance at June 30, 1996 $ (4,854) $ 4,227,836 $ 4,222,982
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
CLOVER INCOME PROPERTIES, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
<S> <C> <C>
OPERATING ACTIVITIES
Interest received $ 3,544 $ 3,026
Distributions received from The Willowbrook
Joint Venture 71,914 94,290
Cash paid for operating expenses (28,192) (53,864)
Net cash provided by operating activities 47,266 43,452
INVESTING ACTIVITIES
Distributions received from the Willowbrook
Joint Venture 89,000 66,624
FINANCING ACTIVITIES
Partners' distributions (110,606) (119,697)
NET INCREASE IN CASH 25,660 (9,621)
CASH, beginning of period 299,295 292,557
CASH, end of period $ 324,955 $ 282,936
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
CLOVER INCOME PROPERTIES, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
<S> <C> <C>
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES
Net income $ 56,529 $ 58,104
ADJUSTMENTS
Amortization -- 12,115
Income from investment in the Willowbrook
Venture (71,914) (94,290)
Distributions received from the Willowbrook
Joint Venture 71,914 94,290
Decrease in other receivables -- 16,733
Decrease in accrued expenses (9,263) (40,500)
Decrease in due to affiliates -- (3,000)
Total adjustments (9,263) (14,652)
Net cash provided by operating activities $ 47,266 $ 43,452
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
CLOVER INCOME PROPERTIES, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
(Unaudited)
Readers of this quarterly report should refer to the Clover Income Properties,
L.P. ("Partnership") audited financial statements as of December 31, 1995, as
certain footnote disclosures which would substantially duplicate those contained
in such audited financial statements have been omitted from this report.
1. INVESTMENT IN THE WILLOWBROOK JOINT VENTURE:
On December 17, 1987, the Partnership acquired a 50% interest in The Willowbrook
Joint Venture (the "Joint Venture") for $6,450,000. The Joint Venture owns the
Willowbrook Apartments, a 299-unit mid-rise apartment complex located in
Baltimore, Maryland.
On April 8, 1992, the Partnership and Clover Income Properties II, L.P. ("CIP
II"), an affiliated partnership, consummated an agreement which was effective
April 1, 1992, with Clover Income Properties III L.P. ("CIP III"), an affiliated
partnership, pursuant to which CIP III acquired an interest in the Joint
Venture. The Partnership reduced its interest from 50% to 42.91% and received a
distribution of $1,100,000 from the Joint Venture, of which $1,000,000 was
distributed to the limited partners in April 1992.
On February 7, 1996, the Joint Venture, Berwind Properties Group, Inc.
("Berwind") and First Montgomery Properties, Ltd. ("First Montgomery," and with
Berwind, the "Buyers"), executed an Agreement of Sale (as amended the "Sale
Agreement") concerning the sale of The Willowbrook Apartments (the "Sale").
Pursuant to the terms of the Sale Agreement, the Buyers agreed to purchase The
Willowbrook Apartments for a purchase price of $9,850,000. The Sale was
contingent upon the approval of the holders of more than 50% of the outstanding
units of limited partnership interest in the Partnership and the holders of more
than 50% of the outstanding units of limited partnership interest in each of CIP
II and CIP III. Such approval was obtained and the sale of Willowbrook
Apartments was closed on July 23, 1996.
Subsequent to the sale of The Willowbrook Apartments, all assets of the Joint
Venture will be liquidated. The net proceeds will be distributed to its owners
(CIP, CIP II and CIP III) and the Joint Venture dissolved.
Upon receipt of distribution from the Joint Venture, the limited partnership
will then liquidate the net assets, distribute the proceeds and be dissolved.
Due to the sale of the Willowbrook Apartments and subsequent liquidation of the
Partnership, the Partnership has reflected its investment in the Joint Venture
and the related deferred acquisition fees at the lower of cost or market.
Market value is based on the estimated cash proceeds (net of settlement costs)
from the sale of the Willowbrook Apartments after allocation of these proceeds
to the Partnership, CIP II and CIP III. At June 30, 1996, the Partnership's
investment in the Joint Venture and the related deferred acquisition fees were
not impaired.
1. INVESTMENT IN THE WILLOWBROOK JOINT VENTURE (continued):
A summary of the Joint Venture's financial statements is as follows:
Six Months
Ended June 30,
1996
Current assets $ 417,055
Investment property, net of accumulated 9,165,347
Other noncurrent assets 1,100
Total assets $ 9,583,502
Current liabilities $ 475,437
Capital -
Clover Income Properties, L.P. 3,582,476
Clover Income Properties II, L.P. 3,582,476
Clover Income Properties III, L.P. 1,943,113
Total liabilities and capital $ 9,583,502
Revenues $ 1,062,908
Expenses 895,315
Net income $ 167,593
The Joint Venture made distributions from operations to the Partnership in the
amount of $160,914 during the first six months of 1996. (Also, see "Note 2").
The Investment in The Willowbrook Joint Venture, at market of $3,908,265,
includes the capitalization ($325,788) on the sale of 14.18% of its interest in
the Joint Venture before the deduction of $10,758 in expenses relating to the
sale and the write-off of 14.18% of the unamortized deferred costs ($62,892)
related to the initial acquisition of the Joint Venture interest by the
Partnership. Therefore, the amount of the investment, at market, reflected here
does not correspond to the Partnership's capital account balance in the Joint
Venture.
2. SUBSEQUENT DISTRIBUTIONS:
In July 1996, the Partnership received a $26,819 distribution from the
Willowbrook Joint Venture. The Partnership made a cash distribution in July
1996, of $54,750 to the limited partners and $553 to the General Partner.
3. GENERAL:
The financial statements reflect all adjustments which are, in the opinion of
the General Partner, necessary for a fair statement of the results for the
interim period presented. Such adjustments are of a normal recurring nature.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
THE WILLOWBROOK JOINT VENTURE
BALANCE SHEET
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
June 30,
1996
<S> <C>
CURRENT ASSETS
Cash $ 357,202
Cash held for security deposits-restricted 34,225
Prepaid expenses 23,144
Rents receivable 2,484
Total current assets 417,055
INVESTMENT PROPERTY HELD FOR SALE 13,458,013
Less - accumulated depreciation (4,292,666)
Net investment property 9,165,347
OTHER ASSETS
Utility deposit 1,100
TOTAL ASSETS $ 9,583,502
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Accounts payable $ 53,146
Accrued expenses 55,247
Tenants' security deposits 34,225
Prepaid rents 6,526
Due to affiliates 326,293
Total current liabilities 475,437
PARTNERS' CAPITAL
Clover Income Properties, L.P. 3,582,476
Clover Income Properties II, L.P. 3,582,476
Clover Income Properties III, L.P. 1,943,113
Total partners' capital 9,108,065
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 9,583,502
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
THE WILLOWBROOK JOINT VENTURE
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
REVENUES:
Rental income $ 524,691 $ 502,607 $1,036,444 $ 997,340
Other income 14,100 8,033 26,281 13,617
Interest income 45 46 183 530
Total revenues 538,836 510,686 1,062,908 1,011,487
EXPENSES:
Depreciation 128,711 128,253 257,422 256,506
Operating expenses
(including affiliate
transactions of $774
and $16,863 for the
three and six months
ended June 30, 1995) 314,657 268,792 599,404 530,294
Professional services 36,551 -- 38,489 4,948
Total expenses 479,919 397,045 895,315 791,748
NET INCOME $ 58,917 $ 113,641 $ 167,593 $ 219,739
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
THE WILLOWBROOK JOINT VENTURE
STATEMENTS OF PARTNERS' CAPITAL
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
Clover Clover Clover
Income Income Income
Properties Properties Properties
L.P. II, L.P. III, L.P. Total
<S> <C> <C> <C> <C>
Balance - January 1, 1996 $3,671,476 $3,671,476 $1,972,520 $9,315,472
Net income 71,914 71,914 23,765 167,593
Partners' distributions (160,914) (160,914) (53,172) (375,000)
Balance at June 30, 1996 $3,582,476 $3,582,476 $1,943,113 $9,108,065
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
THE WILLOWBROOK JOINT VENTURE
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
<S> <C> <C>
OPERATING ACTIVITIES:
Cash received from rentals $1,040,200 $ 993,833
Other income received 26,281 13,617
Interest income received 183 530
Security deposits paid (received) 643 10,543
Cash paid for operating expenses (450,583) (437,784)
Net cash provided by operating
activities 616,724 580,739
INVESTING ACTIVITIES
Cash paid for investment property (26,016) (22,857)
FINANCING ACTIVITIES
Partners' distributions (375,000) (375,000)
NET INCREASE IN CASH 215,708 182,882
Cash, beginning of period 141,494 146,687
Cash, end of period $ 357,202 $ 329,569
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
THE WILLOWBROOK JOINT VENTURE
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
<S> <C> <C>
RECONCILIATION OF NET INCOME
TO NET CASH PROVIDED BY OPERATING ACTIVITIES
NET INCOME $ 167,593 $ 219,739
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation 257,422 256,506
Decrease in cash held for security deposits 643 10,543
Decrease in prepaid expenses 113,870 121,887
Decrease in rents receivable 5,118 (6,320)
Increase (decrease) in accounts payable 53,146 (17,447)
Increase (decrease) in accrued expenses 18,291 (4,069)
Increase (decrease) in security deposits 2,003 (2,952)
(Decrease) increase prepaid rents (1,362) 2,813
Increase in due to affiliates -- 39
Total adjustments 449,131 361,000
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 616,724 $ 580,739
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
THE WILLOWBROOK JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
Readers of this quarterly report should refer to The Willowbrook Joint Venture's
("Joint Venture") audited financial statements as of December 31, 1995, as
certain footnote disclosures which would substantially duplicate those contained
in such audited financial statements have been omitted from this report.
1. INVESTMENT PROPERTY HELD FOR SALE:
On December 17, 1987, the Joint Venture acquired the Willowbrook Apartments, a
mid-rise apartment complex comprising 299 apartment units contained in eight
five-story buildings. The complex is located in Baltimore, Maryland.
On February 7, 1996, the Joint Venture entered into an agreement of sale with
Berwind Properties Group, Inc. ("Berwind") and First Montgomery Properties, Ltd.
("First Montgomery" and with Berwind, the "Buyers") executed an Agreement of
Sale (as amended, the "Sale Agreement") concerning the sale of The Willowbrook
Apartments (the "Sale").
Pursuant to the terms of the Sale Agreement, the Buyers agreed to purchase The
Willowbrook Apartments for a purchase price of $9,850,000. The Sale was
contingent upon the approval by a majority of the limited partners of CIP, CIP
II, and CIP III. Such approval was obtained and the Sale of Willowbrook
Apartments was closed on July 23, 1996.
Due to the sale of The Willowbrook Apartments and subsequent liquidation of the
Partnership, the Joint Venture has reflected the investment property held for
sale at the lower of cost or market. Market value is based on the estimated
cash proceeds (net of settlement costs) from the sale of the Willowbrook
Apartments. At June 30, 1996, the investment property held for sale was not
impaired.
The following is a summary of investment property as of June 30, 1996.
Land $ 1,421,205
Building 11,006,247
Furniture and fixtures 1,030,561
13,458,013
Less: Accumulated depreciation (4,292,666)
$ 9,165,347
2. TRANSACTIONS WITH AFFILIATES:
Effective February 21, 1995, NPI-CL Management, L.P. ("NPI") which is
unaffiliated with the general partner, replaced an affiliate of the general
partner as Property Manager. Until this time, as compensation for property
management services performed by an affiliate of the Partners with respect to
the Property, the affiliate was entitled to a management fee in an amount not to
exceed 5% of gross revenues. On January 19, 1996, the stockholders of National
Property Investors, Inc. sold all of its issued and outstanding stock to IFGP
Corporation, an affiliate of Insignia Financial Group, Inc.
The general partners of CIP, CIP II, and CIP III and their affiliates were
entitled to reimbursement for administrative services rendered to the Joint
Venture and direct expenses of operations and goods and services used by and for
the Joint Venture. For the six months ended June 30, 1995, $4,113 of such costs
were incurred by the Joint Venture. Property management fees of $12,750 were
incurred and paid for the six months ended June 30, 1995, to an affiliate of the
general partner. During the six months ended June 30, 1996, there were no
transactions with affiliates.
As of June 30, 1996, The Willowbrook Joint Venture owed a total of $326,293 to
Clover and its affiliates, including $7,161 for reimbursable costs and $319,132
for accrued property management fees. The payment of such amounts will be made
from the proceeds of the Sale of the Willowbrook Apartments.
3. SUBSEQUENT DISTRIBUTIONS:
In July 1996, the Joint Venture paid total distributions of $62,500 to its
partners.
4. GENERAL:
The financial statements reflect all adjustments which are, in the opinion of
the joint venture partners, necessary for a fair statement of results for the
interim periods presented. Such adjustments are of a normal recurring nature.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition, Liquidity and Capital Resources
The Partnership's only remaining interest in real estate is a 42.91% interest
in The Willowbrook Joint Venture, a joint venture which owned the Willowbrook
Apartments. Consequently, the Partnership's primary remaining source of
operating cash flow will be distributions from The Willowbrook Joint Venture.
On February 7, 1996, the Willowbrook Joint Venture, Berwind Property Group,
Inc. ("Berwind") and First Montgomery Properties, Ltd. ("First Montgomery", and
with Berwind, the "Buyers") executed an Agreement of Sale (as amended, the "Sale
Agreement") concerning the sale of Willowbrook Apartments (the "Sale").
Pursuant to the terms of the Sale Agreement, the Buyers agreed to purchase The
Willowbrook Apartments for a purchase price of $9,850,000. The Sale was
contingent upon the approval of the holders of more than 50% of the outstanding
Units and the holders of more than 50% of the outstanding units of limited
partnership interest in each of CIP II and CIP III. Such approval was obtained
and the sale of Willowbrook Apartments was closed on July 23, 1996.
On June 30, 1996, the Partnership had cash on hand of $324,955 as compared to
$299,295 on December 31, 1995. These funds, along with future operating cash
flow, will be utilized for working capital needs and for distributions to the
Limited Partners.
The Partnership's net cash flow from operations was $47,266 for the six
months ended June 30, 1996, as compared to $43,452 for the same period in 1995.
The increase in net cash flow from operations over the period was primarily due
to a decrease in cash paid for operating expenses.
The Joint Venture's net cash flow from operations was $616,724 for the six
months ended June 30, 1996, as compared to $580,739 for the same period in 1995.
The increase in cash flow from operations over the period was due to an increase
in cash received from rentals and other income received, offset by an increase
in cash paid for operating expenses.
Cash distributions by the Partnership to the partners during the six months
ended June 30, 1996, totaled $110,606. Of the total amount, $109,500 was
distributed to the Limited Partners and $1,106 was distributed to the General
Partner. Subsequent to June 30, 1996, a cash distribution in the amount of
$55,303 was paid to the partners. Of the total amount, $54,750 was distributed
to the Limited Partners and $553 was distributed to the General Partner.
The General Partner believes that the Partnership's current and future cash
flows will be sufficient to meet the Partnership's liquidity requirements,
absent any unanticipated cost increases or adverse market conditions.
As of June 30, 1996, the Partnership had paid all outstanding amounts owed to
Clover and its affiliates. The Partnership has no outstanding amounts owed to
Clover and its affiliates and the Partnership made no payments to Clover and its
affiliates during the six months ended June 30, 1996.
As of June 30, 1996, The Willowbrook Joint Venture owed a total of $326,293 to
Clover and its affiliates, including $7,161 for reimbursable costs and $319,132
for accrued property management fees. The payment of such amounts will be made
from the proceeds of the Sale of The Willowbrook Apartments.
During the first six months of 1996, The Willowbrook Joint Venture continued
its program instituted in 1993 at The Willowbrook Apartments to upgrade
apartment interiors with new appliances and carpeting, combined with an
aggressive marketing program.
Effective February 21, 1995, the General Partner and certain of its affiliates
entered into an agreement with NPI-CL Management L.P. ("NPI"), an entity
unaffiliated with the Partnership or its General Partner, pursuant to which NPI
began providing day-to-day asset management services for the Partnership as well
as property management services for the Joint Venture. NPI is an affiliate of
National Property Investors, Inc. On January 19, 1996, the stockholders of
National Property Investors, Inc. sold all of its issued and outstanding stock
to IFGP Corporation, an affiliate of Insignia Financial Group, Inc.
Results of Operations
Three and Six Months Ended June 30, 1996 vs. June 30, 1995
Partnership revenues do not include the revenues from The Willowbrook
Apartments.
The Partnership earned interest of $1,988 and $3,544 for the three and six
month periods ended June 30, 1996, compared to $2,034 and $3,026 for the same
periods in 1995.
The Partnership's net income for the three and six month periods ended June 30,
1996, was $17,256 and $56,529 compared to $32,058 and $58,104 for the same
periods in 1995. The decrease in net income over the prior periods is primarily
due to a decrease in the Partnership's share of income from the Willowbrook
Joint Venture, which resulted from a decrease in net income at Willowbrook.
Rental income for the Willowbrook Apartments, as operated by The Willowbrook
Joint Venture for the three and six month periods ended June 30, 1996, was
$524,691 and $1,036,444 compared to $502,607 and $997,340 for the same periods
in 1995. Other income for the three and six month periods ended June 30, 1996,
was $14,100 and $26,281 compared to $8,033 and $13,617 for the same periods in
1995. Interest income for the three and six month periods ended June 30, 1996,
was $45 and $183 compared to $46 and $530 for the same periods in 1995. The
increase in rental income is primarily the result of an increase in average
rental rates over the prior periods. The change in other income was due to an
increase in miscellaneous charges to tenants, including late fees and utility
reimbursements.
The average effective rental rates for the Willowbrook Apartments for the three
and six month periods ended June 30, 1996, were $1,827 and $3,666 compared to
$1,806 and $3,603 for the same periods in 1995. The average occupancy for the
Willowbrook Apartments for the three and six month periods ended June 30, 1996,
was 95.4% and 94.2% compared to 93.1% and 92.8% for the same periods in 1995.
Operating expenses for the Willowbrook Apartments for the three and six month
periods ended June 30, 1996, were $314,657 and $599,404 compared to $268,792 and
$530,294 for the same periods in 1995. The increase in operating expenses over
the prior periods is primarily the result of increased snow removal,
maintenance, and utility expenses. These increases can be attributed to the
severe winter and spring conditions at the property during the three and six
month periods ended June 30, 1996.
The Joint Venture's income after depreciation for the three and six month
periods ended June 30, 1996, was $58,917 and $167,593 compared to $113,641 and
$219,739 for the same periods in 1995. The decrease in income after
depreciation in 1996 is primarily the result of an increase in operating
expenses and professional services, offset by an increase in rental and other
income.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On June 1, 1996, the General Partner submitted three separate proposals to the
Limited Partners. The first proposal ("Willowbrook Sale Proposal") was to
approve the specific sale of the Willowbrook Apartments to Berwind Property
Group, Inc. and First Montgomery Properties, Ltd. (the "Buyers"), pursuant to
the terms of an Agreement of Sale between the Willowbrook Joint Venture (the
"Joint Venture") and the Buyers entered into on February 7, 1996, as amended,
for a purchase price of $9,850,000 (the "Sale"). The second proposal
("Willowbrook Alternative Sale Proposal") would authorize the sale of
Willowbrook to another buyer ("Alternative Sale"), if approved by the General
Partner. An Alternative Sale would be authorized if the Sale was approved, but
was not completed for any reason. The third proposal ("Willowbrook Financing
Proposal") was to authorize the Joint Venture, on or before December 31, 1997,
to borrow up to $7,000,000 (the "Loan") and to grant a non-recourse, first
priority mortgage and security interest on the Willowbrook Apartments as
security for the Loan, if the Sale was not approved or was not completed.
A special meeting of the Limited Partners of each of the three partnerships
was held on June 28, 1996.
The unit holders of the Partnership voted on the proposals as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
In Favor Opposed Abstained No Response
Willowbrook Sale Proposal 59.31% 0.13% 0.40% 40.16%
Willowbrook Alternative Sale Proposal 56.05% 2.76% 1.03% 40.16%
Willowbrook Financing Proposal 37.52% 19.58% 2.74% 40.16%
</TABLE>
The unit holders of Clover Income Properties II, L.P. voted on the proposals as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
In Favor Opposed Abstained No Response
Willowbrook Sale Proposal 53.97% 0.22% 1.17% 44.64%
Willowbrook Alternative Sale Proposal 52.28% 1.50% 1.58% 44.64%
Willowbrook Financing Proposal 40.38% 11.39% 3.59% 44.64%
</TABLE>
The unit holders of Clover Income Properties III, L.P. voted on the proposals as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
In Favor Opposed Abstained No Response
Willowbrook Sale Proposal 52.44% 0.55% 0.27% 46.74%
Willowbrook Alternative Sale Proposal 51.74% 0.66% 0.86% 46.74%
Willowbrook Financing Proposal 40.27% 10.69% 2.30% 46.74%
</TABLE>
The Willowbrook Sale Proposal and the Willowbrook Alternative Sale Proposal were
adopted by the requisite majority vote of the Limited Partners of each of CIP,
CIP II, and CIP III. The Willowbrook Financing Proposal was not adopted.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report.
b) Reports on Form 8-K: None filed during the three months ended June 30, 1996.
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.
CLOVER INCOME PROPERTIES, L.P.
By: C.I.P. Management Corp.
By: /s/Donald N. Love
Donald N. Love, President
By: /s/Stanley E. Borucki
Stanley E. Borucki, Treasurer
Date: August 14, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Clover
Income Properties, L.P. 1996 Second Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000802679
<NAME> CLOVER INCOME PROPERTIES LP
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 324,955
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,233,220
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,222,982
<TOTAL-LIABILITY-AND-EQUITY> 4,233,220
<SALES> 0
<TOTAL-REVENUES> 3,544
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 18,929
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 56,529
<EPS-PRIMARY> 3.70
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
