SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10KSB
Annual Report Pursuant to Section 13 or 15(d)
of Securities Exchange Act of 1934
Commission File
For the fiscal year ended December 31, 1996 Number 0-16848
SOUTHEASTERN INCOME PROPERTIES LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
Virginia 54-1350850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One International Place, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 330-8600
--------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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 _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not 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. [ ]
Registrant's revenues for its most recent fiscal year were $4,239,397.
No market exists for the limited partnership interests of the
Registrant and therefore, no aggregate market value can be
determined.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Location in Form 10-KSB Document
In Which Document is
Incorporated
Part I The Prospectus of the
Registrant dated January 7,
1987, filed with the
Commission pursuant to Rule
424(b) (the "Prospectus").
The Information Statement Furnished
in Connection with Solicitation of
Consents, dated November 22, 1991,
filed with the Commission on October
17, 1991 (the "1991 Solicitation of
Consents").
Part II Pages 14-18 of the 1991
Solicitation of Consents.
Transitional Small Business Disclosure Format: Yes ___ No X
<PAGE>
PART I
Item 1. Description of Business.
Southeastern Income Properties Limited Partnership (the "Registrant") was
organized under the Virginia Uniform Limited Partnership Act on November 21,
1985 for the purpose of acquiring, owning, operating, and ultimately selling
existing residential apartment complexes located primarily in the southeastern
United States. The general partner of the Registrant is Winthrop Southeast
Limited Partnership, a Delaware limited partnership ("WSLP" or the "Managing
General Partner"), whose general partner is Eight Winthrop Properties, Inc., a
Delaware corporation ("Eight Winthrop") (See "Item 1, Change in Control.")
The Registrant was initially capitalized with contributions of $100
from the Original General Partner and $100 from SIP Assignor Corporation, a
Virginia corporation (the "Assignor Limited Partner"). On September 26, 1986,
the Registrant filed a Registration Statement on Form S-11 (Registration No.
33-9085, the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") with respect to the public offering of assignee
units of limited partnership interest ("Units") in the Registrant. The
Registration Statement, covering the offering of 50,000 Units at a purchase
price of $500 per Unit (an aggregate of $25,000,000), was declared effective on
January 7, 1987. The offering concluded on June 29, 1987, at which time all
50,000 Units had been sold to limited partners (the "Limited Partners").
The Registrant's only business is acquiring, owning, operating and
ultimately selling residential apartment complexes. The Registrant's investment
objectives and policies are described on pages 31-38 under the caption
"Investment Objective and Policies" of the Registrant's Prospectus dated January
7, 1987 as filed pursuant to Rule 424(b) on January 12, 1987 (the "Prospectus"),
which description is incorporated herein by this reference. WSLP does not intend
to change the business or the investment objectives of the Registrant.
The Registrant invested $20,593,101 of the original offering proceeds (net
of sales commissions and sales and organizational costs, but including
acquisition fees and expenses) in four residential apartment properties. All
four properties were acquired by the Registrant directly.
Employees
The Registrant does not have any employees.
Until March 18, 1996, management services were performed for the
Registrant at its properties by on-site personnel all of whom were employees of
Winthrop Management, an affiliate of the Managing General Partner, which
directly managed the Registrant's properties. All payroll and associated
expenses of such on-site personnel were fully reimbursed by the Registrant to
Winthrop Management. Pursuant to a management agreement, Winthrop Management
provided certain property management services to the Registrant in addition to
providing on-site management. Winthrop Management is a Massachusetts general
partnership whose managing general partner is First Winthrop Corporation, the
parent of Eight Winthrop.
On March 18, 1996, Registrant appointed an unaffiliated management
company to assume management of its properties. (See "Item 3, Legal
Proceedings.") The provisions of the new management agreement are substantially
similar to those of the Winthrop Management agreement. The term is for one year,
renewable annually.
Competition
The real estate business is highly competitive and the Registrant's
properties have active competition from similar properties in the vicinity
including, in certain instances, properties owned by affiliates of the
Registrant. Furthermore, various limited partnerships controlled by the Managing
General Partner and/or its affiliates are also engaged in business which may be
competitive with the Registrant. The Registrant is also competing for potential
buyers with respect to the ultimate sale of its properties. See "Item 6,
Management's Discussion and Analysis or Plan of Operation."
<PAGE>
Change in Control
The original general partner of the Registrant was K-A Southeastern Income
Properties Limited Partnership, a Virginia Limited Partnership (the "Original
General Partner"). The general partners of the Original General Partner were
Glade M. Knight, Ben T. Austin, III and Southeast Real Properties Corporation.
On February 12, 1992, WSLP was admitted as the general partner of the
Registrant, while the Original General Partner's interest in the Registrant was
converted to a special limited partnership interest. The substitution of WSLP as
the general partner, and the conversion of the status of the Original General
Partner to that of a limited partner, was previously approved by the limited
partners of Registrant pursuant to the 1991 Solicitation of Consents. The
general partner of WSLP is Eight Winthrop, which is wholly-owned by First
Winthrop Corporation, a Delaware corporation, which in turn is wholly-owned by
Winthrop Financial Associates, A Limited Partnership, a Maryland limited
partnership ("WFA").
Until December 22, 1994, Arthur J. Halleran, Jr. was the sole general
partner of Linnaeus Associates Limited Partnership ("Linnaeus"), the general
partner of WFA. On December 22, 1994, pursuant to an Investment Agreement
entered into among Nomura Asset Capital Corporation ("NACC"), Mr. Halleran and
certain other individuals who comprised the senior management of WFA, the
general partnership interest in Linnaeus was transferred to W.L. Realty, L.P.
("W.L. Realty"). W.L. Realty is a Delaware limited partnership, the general
partner of which was, until July 18, 1995, A.I. Realty Company, LLC
("Realtyco"). The equity securities of Realtyco were held by certain employees
of NACC.
On July 18, 1995 Londonderry Acquisition II Limited Partnership, a
Delaware limited partnership ("Londonderry II"), an affiliate of Apollo Real
Estate Advisors, L.P. ("Apollo"), acquired, among other things, Realtyco's
general partner interest in W.L. Realty and a sixty four percent (64%) limited
partnership interest in W.L. Realty. WFA owns the remaining thirty-five percent
(35%) limited partnership interest.
As a result of the foregoing acquisitions, Londonderry II is the sole
general partner of W.L. Realty which is the sole general partner of Linnaeus,
which in turn is the sole general partner of WFA. As a result of the foregoing,
effective July 18, 1995, Londonderry II became the controlling entity of the
Managing General Partner. In connection with the transfer of control, the
officers and directors of WFA resigned and Londonderry II appointed new officers
and directors. See "Item 9, Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act."
Item 2. Description of Properties.
The following table sets forth the location, number of units,
acquisition date, original acquisition cost and nature of interest held for the
Registrant's residential apartment properties. For a further description of the
properties, see pages 14 through 18 of the 1991 Solicitation of Consents, which
is incorporated herein by reference.
<TABLE>
No. Partnership
of Acquisition Acquisition Nature
Property Name Location Units Date Cost of Title
<S> <C> <C> <C> <C> <C>
Sterlingwood Roanoke, VA 162 11/27/85 $ 4,732,194 Fee
Apts. Simple
Forestbrook Charlotte, NC 262 8/28/86 $ 6,745,050 Fee
Apts. Simple
Seasons Chase Greensboro, NC 225 8/18/87 $ 4,860,904 Fee
Apts. Simple
Pelham Ridge Greenville, SC 184 8/22/88 $ 4,254,953 Fee
Apts. Simple
- ---------------------------------------------------------------------------------------------------------------
TOTAL 833 $20,593,101
===============================================================================================================
</TABLE>
The following table sets forth the mortgage balance as of December 31,
1996, the interest rate, the amortization period, the maturity date and the
principal balance due upon maturity.
<TABLE>
12/31/96 Mortgage
Mortgage Interest Amortization Maturity Balance
Property Name Balance Rate Period Date at Maturity
<S> <C> <C> <C> <C> <C>
Sterlingwood $2,489,973 9.75% 30 yrs. 4/01/97 $2,485,800
Apts.
Forestbrook $5,526,416 9.5% 30 yrs. 5/01/97 $5,513,319
Apts.
Seasons Chase - - - - -
Apts.
Pelham Ridge - - - - -
Apts.
- --------------------------------------------------------------------------------------------------------------------
TOTAL $8,016,389 $7,999,119
====================================================================================================================
</TABLE>
The Registrant's mortgage loan on Forestbrook originally matured
January 1, 1997; however, the Registrant was successful in obtaining an
extension until May 1, 1997. In addition, the Registrant's mortgage loan on
Sterlingwood matures on April 1, 1997. The Registrant is in the process of
seeking extensions of the current financing or new mortgage loans for the
properties. Although, the Managing General Partner is optimistic that the
current mortgage debt will be refinanced, in the event the Registrant is not
successful in refinancing the properties, the properties could be lost through
foreclosure.
The following table sets forth the average annual occupancy rate and
per unit average monthly rental rate at the Registrant's properties for the
years ended December 31, 1995 and 1996.
<TABLE>
Sterlingwood Forestbrook Seasons Chase Pelham Ridge
Average Average Average Average
Year Occupancy Rent/Unit Occupancy Rent/Unit Occupancy Rent/Unit Occupancy Rent/Unit
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1995 91.5% $423/mo 93.4% $472/mo 96.1% $421/mo 94.5% $449/mo
1996 92.4% $434/mo 88.8% $482/mo 87.3% $460/mo 84.9 $488/mo
</TABLE>
Set forth below is a table showing the carrying value and
accumulated depreciation and federal tax basis of each of the Registrant's
properties as of December 31, 1996.
<TABLE>
Federal
Carrying Accumlated Tas
Property Name Value Depreciation Rate Method Basis
<S> <C> <C> <C> <C> <C>
Sterlingwood $5,215,181 $1,844,877 5-30 yrs S/L $2,106,059
Apts.
Forestbrook $8,096,843 $3,264,615 5-30 yrs S/L $3,141,798
Apts.
Seasons Chase $6,285,854 $3,545,076 5-30 yrs S/L $3,866,697
Apts.
Pelham Ridge $5,152,405 $2,447,289 5-30 yrs S/L $3,407,974
Apts.
- ------------------------------------------------------------------------------------------------------------------------
TOTAL $24,750,283 $11,101,857 $12,522,528
========================================================================================================================
</TABLE>
<PAGE>
The following table sets forth the realty tax rate and realty taxes
paid for each Property in 1996.
Tax Taxes
Property Name Rate Paid
Sterlingwood 1.230 $98.859
Apts.
Forestbrook 1.256 $71,008
Apts.
Seasons Chase 1.255 $69,126
Apts.
Pelham Ridge 29.44 $67,247
Apts.
- ---------------------------------------------------------------
TOTAL $306,240
===============================================================
As noted under "Item 1, Description of Business", the real estate industry
is highly competitive. All of the Properties of the Registrant are subject to
competition from other apartment complexes in the area. The Registrant maintains
property and liability insurance on its properties which the Registrant believes
to be adequate. The apartment leases for the Registrant's properties are for a
term of one year or less, and no tenant leases 10% or more of the available
rental space. Except for necessary capital expeditures, the Registrant has no
present intentions of investing any additional capital in the properties.
Item 3. Legal Proceedings.
Except as disclosed below, the Registrant is not a party, nor are any
of its properties subject, to any material pending legal proceedings.
RTC Commercial Loan Trust 1995 - NP1A, a Delaware business trust, Plaintiff v.
Winthrop Management, a Massachusetts general partnership, Defendant, United
States District Court for the Eastern District of Virginia; Case No. 3:96CV177.
This action arises in connection with the transfer of the general
partnership interest in 1992 from the Original General Partner to WSLP at which
time WLSP entered into certain agreements with Investors Savings Bank, F.S.B.
("ISB"), including the delivery of a promissory note to ISB, which was secured
by an assignment of rights of Winthrop Management in the management agreements
for the Registrant's properties, and the partnership interests acquired by WSLP.
(See the 1991 Solicitation of Consents which is incorporated by reference
herein.) The RTC Commercial Loan Trust 1995-NP1A (the "RTC Loan Trust")
succeeded to the rights of ISB. In February 1996, the RTC Loan Trust filed an
action against Winthrop Management, alleging Winthrop Management was in default
under its obligations set forth in the security agreement, and sought to have a
receiver appointed to control Winthrop Management's management of the
properties. On March 15, 1996, the Registrant terminated Winthrop Management as
the managing agent for its properties effective March 18, 1996, and appointed an
unaffiliated managing agent to assume management of the properties. On March 20,
1996, the court appointed a receiver to assume the rights of Winthrop Management
under the management agreements, including the right to pursue the Registrant
for breach of contract. On March 21, 1996, the court stayed its own order
appointing the receiver pending a motion to dismiss for lack of jurisdiction,
and subsequently dismissed the case for lack of jurisdiction.
RTC Commercial Loan Trust 1995-NP1A, Plaintiff v. Winthrop
Management, First Winthrop Corporation, Winthrop Southeast
Limited Partnership, Southeastern Income Properties, L.P.,
Southeastern Income Properties II, L.P. and Insignia Management
Corporation, Defendant, In the Circuit Court for the City of
Richmond, Virginia; At Law No. LB-1323-1.
Upon dismissal of the above action in federal court for lack of federal
jurisdiction, in May 1996 the RTC Loan Trust filed a similar action in state
court, seeking to set aside transfers allegedly made to delay and hinder the RTC
Loan Trust, and a claim for in personam judgment against the defendants for such
transfers, and certain additional claims, including tortious interference with
contract, conspiracy to breach contract, breach of contract-the management
contracts and collection on the note. The defendants have filed their answer and
a demurrer (motion to dismiss) on certain of the counts. Discovery has been
conducted and the trial is scheduled to take place during the summer of 1997.
The Managing General Partner believes that the claims are without merit, and
will continue to vigorously defend the action.
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the period
covered by this report.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.
The Registrant is a partnership and thus has no common stock. There is
currently no established public market in which the Units are traded, nor is it
anticipated that a public market will develop. Trading in the Units is sporadic
and occurs solely through private transactions.
As of March 15, 1997 there were 2,705 holders of 49,990 Units.
Cash distributions to holders of Units amounted to approximately
$300,000 in the aggregate, or $6.00 per Unit through December 1995. An
additional cash distribution of $150,000, or $3.00 per Unit, was made in January
1996. See "Item 6, Management's Discussion and Analysis or Plan of Operation,"
for information relating to the Registrant's future distributions.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of
Operation.
Liquidity and Capital Resources
The Registrant receives rental income from its properties and is
responsible for operating expenses, administrative expenses, capital
improvements and debt service payments. The Registrant's properties are leased
to tenants who are subject to leases of up to one year.
During the year ended December 31, 1996, rental revenue and other
income from the properties, along with interest income from the Registrant's
short-term investments, was insufficient to cover: (i) all operating expenses
and debt service of the properties and all administrative expenses of the
Registrant; as well as (ii) all capital improvements made to the properties
during 1996. As of December 31, 1996 the Registrant's unrestricted cash balance
had decreased to $384,491 from $575,510 at the end of 1995. The decrease was due
to the $457,845 of net cash used in investing activities and $204,860 net cash
used in financing activities which was partially offset by $471,686 net cash
provided by operating activities.
It is expected that future rental revenue and other income from the
Registrant's properties will be sufficient to cover all administrative expenses
of the Registrant and all operating expenses and debt service of the properties,
as well as necessary capital improvements to the properties. The Registrant made
a cash distributions to limited partners in January 1996 of $150,000 in the
aggregate, or $3.00 per investment Unit through December 31, 1996; however, the
Registrant intends to limit cash distributions to provide necessary funds for
operations and funds for capital improvements. In addition, the Registrant is in
the process of reviewing the status of all the properties with a view towards
disposing of all its properties, depending upon property operations and market
conditions. Given the foregoing, the Registrant's distribution policy will be
reviewed on a quarterly basis.
The Registrant budgeted approximately $1.5 to $2.0 million to be spent
on capital improvements between 1992 and 1995. In that time period,
approximately $1,885,000 was spent on capital improvements, of which
approximately $571,000 was expended in 1995. In 1996, the Registrant expended an
additional $369,583 on
<PAGE>
capital improvements. Capital improvements consisted of exterior painting and
repairs at all of the properties, and balcony and and appliance replacement at
Seasons Chase. At Forestbrook and Sterlingwood a portion of the capital
improvement plan is funded by replacement reserves held by the mortgage lender
with the balance being funded by operations. Capital improvements at the
remaining properties are funded by operations. In 1997, the Registrant has
budgeted approximately $742,573 towards capital improvements, which would
includes appliance replacement and carpeting at all four properties.
The mortgage loans encumbering the Forestbrook and Sterlingwood
properties mature May 1 and April 1, 1997, respectively. The Managing General
Partner is in the process of seeking an extension of the existing financing or
alternative financing. Although, the Registrant is optimistic that these
mortgages will be extended or refinanced, in the event the Registrant is not
successful, the properties could be lost through foreclosure.
As of December 31, 1996 the Registrant has $384,491 in unrestricted
cash. The Registrant has invested, and expects to continue to invest, such
amounts in money market instruments until required for partnership purposes. In
addition, the Registrant has replacement reserves of $548,423 held by the
mortgage lenders for Forestbrook and Sterlingwood Apartments. These funds are
restricted under the terms of the mortgage loans for those two properties. The
Registrant's total cash balance, both restricted and unrestricted, as of
December 31, 1996, was therefore $932,914, which is expected to be sufficient to
satisfy working capital requirements set forth in the Registrant's partnership
agreement. The Registrant's partnership agreement requires the Registrant to
retain reserves in an amount equal to at least 1% of capital contributions of
unit holders.
The ability of the Registrant's properties to improve operations may
affect the liquidity of the Registrant. Inflation and changing economic
conditions in the future could affect vacancy levels, rental payment defaults
and operating expenses of the Registrant's properties, and thus, could affect
the Registrant's revenue, net income and liquidity.
Results of Operations
The Registrant's total revenue increased slightly in 1996 to $4,239,397
from $4,208,409 in 1995. Revenue remained relatively constant all four of the
Registrant's properties, reflecting continued stabilization of the local
apartment markets and the positive effects of the capital improvement program.
Overall, average rents for the Registrant's properties increased by 10.3%, to
$490 in 1996 from $444 in 1995 which was partially offset by a decrease in
average occupancy to 89.6% in 1996 from 94% in 1995. The most significant
increase in revenue occurred at Pelham Ridge, where average rents increased to
$525 in 1996 from $472 in 1995.
The Registrant's operating expenses increased by 21.9% in 1996, to
$2,646,340 in 1996 from $2,170,951 in 1995, due primarily to a increases in
general and administrative charges, utilities, repairs and maintenance and
taxes, which was partially offset by decreases in leasing and insurance costs.
The increased general and administrative charges resulted primarily as a result
of increased payroll and legal eviction charges. The higher utility costs were
the result of increases in water and sewer charges primarily at the Seasons
apartments. The increased repairs and maintenance increase was a result of the
increased maintenance payroll expenses and higher maintenance supply charges.
Other expenses of the Registrant (including depreciation and amortization
expense, interest expenses and partnership administrative expenses) remained
relatively constant at $1,794,244 in 1996 as compared to $1,769,780 in 1995.
Item 7. Financial Statements.
FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT
SOUTHEASTERN INCOME PROPERTIES
LIMITED PARTNERSHIP
DECEMBER 31, 1996 AND 1995
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF PARTNERS' CAPITAL
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
Southeastern Income Properties Limited Partnership
INDEPENDENT AUDITORS' REPORT
To the Partners and Unit Holders of
Southeastern Income Properties Limited Partnership
We have audited the accompanying balance sheets of Southeastern Income
Properties Limited Partnership as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Southeastern Income
Properties Limited Partnership as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended, in conformity
with generally accepted accounting principles.
/s/ Reznick Fedder & Silverman
Bethesda, Maryland
January 24, 1997
<PAGE>
<TABLE>
BALANCE SHEETS
1996 1995
----------------- ----------------
ASSETS
Investment in rental property
<S> <C> <C>
Land $ 1,817,097 $ 1,817,097
Buildings and building improvements 18,735,741 18,561,107
Personal property 4,197,445 4,002,496
----------------- ----------------
24,750,283 24,380,700
Less accumulated depreciation 11,101,857 10,242,795
----------------- ----------------
13,648,426 14,137,905
----------------- ----------------
Cash and cash equivalents 384,491 575,510
Tenant security deposits 111,422 149,198
Loan costs, net of accumulated amortization of $300,347
and $256,897 3,800 47,250
Other assets 707,728 699,521
----------------- ----------------
1,207,441 1,471,479
----------------- ----------------
$ 14,855,867 $ 15,609,384
LIABILITIES AND PARTNERS' CAPITAL
Liabilities applicable to investment in rental property
Mortgages payable $ 8,016,389 $ 8,069,734
Other liabilities
Accounts payable - 257,410
Accrued interest payable 66,020 66,020
Rent deferred credits 10,580 18,339
Tenant security deposits 116,129 135,350
Other liabilities 159,240 222,320
----------------- ----------------
Total liabilities 8,368,358 8,769,173
----------------- ----------------
Partners' capital
Limited partners' unit holders' 50,000 units authorized
and outstanding at December 31, 1996 and 1995 7,019,039 7,340,048
Special limited partner (493,126) (463,460)
General partner (38,404) (36,377)
----------------- ----------------
Total partners' capital 6,487,509 6,840,211
----------------- ----------------
Total liabilities and partners' capital $ 14,855,867 $ 15,609,384
</TABLE>
See notes to financial statements
<PAGE>
STATEMENTS OF OPERATIONS
<TABLE>
1996 1995
----------------- ----------------
Income
<S> <C> <C>
Rental $ 3,930,774 $ 3,958,054
Interest income 10,989 37,152
Other income 297,634 213,203
----------------- ----------------
4,239,397 4,208,409
----------------- ----------------
Expenses
Leasing 84,921 100,488
General and administrative 387,693 253,936
Management fees 249,773 239,654
Utilities 420,997 357,664
Repairs and maintenance 990,358 737,434
Insurance 173,219 182,122
Taxes 339,379 299,653
----------------- ----------------
Total operating expenses 2,646,340 2,170,951
Other expenses
Partnership expenses 120,119 59,202
Interest expense 771,613 775,440
Depreciation and amortization 902,512 935,138
----------------- ----------------
Total expenses 4,440,584 3,940,731
----------------- ----------------
Net income (loss) $ (201,187) $ 267,678
================= ================
Net income (loss) allocated to general partner $ (2,012) $ 2,676
================= ================
Net income (loss) allocated to limited (171,009) 227,526
partners' unit holders' $ $
================= ================
Net income (loss) allocated to special limited (28,166) 37,476
partner $ $
================= ================
Net income (loss) allocated to each unit $ (3.42) $ 4.55
================= ================
Weighted average number of units
outstanding - limited partners 50,000 50,000
</TABLE>
See notes to financial statements
<PAGE>
Southeastern Income Properties Limited Partnership
Years ended December 31, 1996 and 1995
<TABLE>
STATEMENTS OF PARTNERS' CAPITAL
Special Limited Total
General limited partners' unit partners'
partner partner holders' capital
----------------- ----------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Balance, December 31, 1994 $ (39,023) $ (497,906 $ 7,412,475 $ 6,875,546
Partner distributions ($6.00
per unit) (30) (3,030) (299,953) (303,013)
- ------------------------------------------------------------------------------------------------------------------
Net income 2,676 37,476 227,526 267,678
----------------- ----------------- ----------------- ----------------
Balance December 31, 1995 (36,377) (463,460) 7,340,048 6,840,211
Partner distributions ($3.00 per
unit) (15) (1,500) (150,000) (151,515)
Net loss (2,012) (28,166) (171,009) (201,187)
----------------- ----------------- ----------------- ----------------
Balance, December 31, 1996 $ (38,404) $ (493,126 $ 7,019,039 $ 6,487,509
</TABLE>
See notes to financial statements
<PAGE>
Southeastern Income Properties Limited Properties
Years ended December 31, 1996 and 1995
STATEMENTS OF CASH FLOWS
<TABLE>
1996 1995
----------------- -----------------
Cash flows from operating activities
<S> <C> <C>
Net income (loss) $ (201,187) $ 267,678
Adjustments to reconcile net income (loss) to
net cash provided by operating activities
Depreciation and amortization 902,512 935,138
Decrease (increase) in tenant security 37,776 (17,968)
deposits
Decrease (increase) in other assets 80,055 (80,645)
(Decrease) increase in accounts payable (257,410) 202,698
(Decrease) increase in rent
deferred credits (7,759) 117
Decrease) in tenant security deposits (19,221) (11,419)
(Decrease) increase in other liabilities (63,080) 26,975
----------------- -----------------
Net cash provided by operating
activities 471,686 1,322,574
----------------- -----------------
Cash flows from investing activities
Investment in rental property (369,583) (570,757)
Increase in replacement reserves (88,262) (73,729)
----------------- -----------------
Net cash used in investing activities (457,845) (644,486)
----------------- -----------------
Cash flows from financing activities
Distributions to partners (151,515) (303,013)
Payments on mortgages (53,345) (48,493)
----------------- -----------------
Net cash used in financing activities (204,860) (351,506)
------ ----------- -----------------
(DECREASE) INCREASE IN
EQUIVALENTS (191,019) 326,582
Cash and cash equivalents, beginning 575,510 248,928
----------------- -----------------
Cash and cash equivalents, end $ 384,491 575,510
================= =================
Supplemental disclosure of cash flow
information
Cash paid during the year for interest $ 771,613 $ 775,440
</TABLE>
See notes to financial statements
<PAGE>
Southeastern Income Properties Limited Properties
December 31, 1996 and 1995
NOTES TO FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Southeastern Income Properties Limited Partnership (the "Partnership") is a
Virginia limited partnership formed in November 1985 for the purpose of
acquiring, managing and ultimately selling existing apartment communities.
The Partnership Agreement (the "Agreement") has been amended several times.
Among the amendments were changes in the allocation of net loss between
general and limited partners during the periods. The Agreement provided for
K-A Southeastern Income Properties Limited Partnership ("K-A SIP"), a
Virginia limited partnership, to be the general partner and for a public
offering of up to 50,000 assignee units of limited partnership interest
("Units") at $500 per unit. Purchasers of Units ("Unit Holders") are
assignees of the Limited Partner and are entitled to all the rights and
economic benefits of a limited partner. During 1987, the Partnership sold all
50,000 Units. In contemplation of this public offering, the Partnership
acquired two apartment communities - Sterlingwood in Roanoke, Virginia, in
November 1985; and Forestbrook in Charlotte, North Carolina, in August 1986 -
with borrowed funds. The Partnership used a portion of the proceeds of the
public offering to repay all the mortgages payable related to Sterlingwood
and Forestbrook and to pay for a portion of the cost of acquiring Seasons
Chase in Greensboro, North Carolina, and Pelham Ridge in Greenville, South
Carolina (See Note C).
In early 1992, the Unit Holders approved certain changes in (and amendments
to) the Partnership Agreement, which converted K-A SIP to a special limited
partner and admitted Winthrop Southeast Limited Partnership ("WSLP") as the
sole general partner, effective February 12, 1992. K-A SIP retained its
current capital account and adjusted capital contribution upon its conversion
to special limited partner status. Under the revised Partnership Agreement,
taxable income and loss is to be allocated 85% to Unit Holders, 14% to K-A
SIP and 1% to WSLP. Federal tax regulations, however, limit allocations of
net losses due to considerations as provided in Internal Revenue Section
704(b). As a result, the Partnership's 1996 federal tax return reflects a
reallocation of losses only to the limited partners and WSLP. The revised
Partnership Agreement also provides for K-A SIP and WSLP to receive .99% and
.01%, respectively, of distributable cash from operations for the five-year
period commencing February 12, 1992 and .88% and .12%, respectively,
thereafter, until the Unit Holders have received their preferred return.
After the Unit Holders have received a noncompounded, noncumulative annual
cost return on their capital contributions, as adjusted for certain capital
transactions, K-A SIP and WSLP will receive 14% and 1%, respectively, of
distributable cash from operations for the five-year period commencing
February 12, 1992 and 12.32% and 2.68%, respectively, thereafter. Winthrop
Management (Winthrop), an affiliate of WSLP, served as the management agent
for the properties from August 1, 1991 through March 17, 1996, and Insignia
Management Corporation currently serves as the management agent for the
properties effective March 18, 1996.
<PAGE>
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Upon liquidation of the Partnership, after payment of, or adequate provision
for, the debts and obligations of the Partnership, the remaining assets of
the Partnership would be distributed to all partners and Unit Holders with
positive capital accounts in the proportion that the positive balance in each
partner's or Unit Holder's capital account bore to the aggregate of such
positive balances, after taking into account all capital account adjustments
for the Partnership's taxable year during which such liquidation occurred.
Investment in Rental Property
The investment in rental property is recorded at cost. Depreciation is
determined by the straight-line method over the estimated useful lives of the
various assets. Estimated useful lives are 30 years for buildings and
building improvements and five years for personal property.
Loan Costs
Loan costs incurred in connection with obtaining financing on Forestbrook and
Sterlingwood are being amortized over the terms of the loans.
Replacement Reserves
Replacement Reserves are comprised of Partnership funds held by the
Partnership's mortgage lenders, the use of which are limited to specific
capital or other costs, which are included in other assets and total $548,423
in 1996 and $556,882 in 1995. The Partnership Agreement requires the General
Partner to maintain cash and reserves in an amount equal to at least 1% of
the capital contributions of the Unit Holders.
Rental Income
Rental income is recognized as rents become due. Rental payments received in
advance are deferred until earned. All leases between the partnership and the
tenants of the property are operating leases.
<PAGE>
Southeastern Income Properties Limited Partnership
December 31, 1996 and 1995
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Income Taxes
No provision or benefit for income taxes has been included in these financial
statements since taxable income or loss passes through to, and is reportable
by, the partners individually.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Net Income (Loss) Allocated to Each Unit
Net income (loss) allocable to each Limited Partner's Unit is computed using
the weighted average number of units outstanding in each year.
Cash Equivalents
For purposes of the statements of cash flows, the Partnership considers all
highly liquid investments with maturities of less than three months
consisting of a money market fund to be cash equivalents. The carrying amount
as of December 31, 1996 and 1995 of $-0- and $465,697, respectively,
approximates fair value because of the short maturity of these instruments.
NOTE B - REALIZATION OF ASSETS
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Partnership as a going concern. The mortgage encumbering Forestbrook,
which has an outstanding principal balance of $5,526,416 at December 31,
1996, matures on January 1, 1997. On January 15, 1997, the Partnership
obtained an extension of the maturity on this mortgage as described in Note
D. The mortgage encumbering Sterlingwood, which has an outstanding balance of
$2,489,973 at December 31, 1996, matures on April 1, 1997. The general
partner is working with the lender in an effort to extend the maturity date
on this mortgage. However, as of January 24, 1997, no additional extension or
refinance agreement has been granted.
<PAGE>
Southeastern Income Properties Limited Partnership
December 31, 1996 and 1995
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE B - REALIZATION OF ASSETS (Continued)
In view of these matters, the Partnership's ability to continue as a going
concern depends on the Partnership's ability to meet its financing
requirements through refinancing the loan agreements. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
NOTE C - INVESTMENT IN RENTAL PROPERTY
On November 27, 1985, the Partnership acquired Sterlingwood, a 162-unit
apartment complex in Roanoke, Virginia. The total cost of the acquisition was
$4,227,000. The Partnership financed the acquisition and used a portion of
the proceeds from the public offering of the Units to repay the outstanding
debt.
On August 28, 1986, the Partnership acquired Forestbrook, a 262-unit
apartment complex in Charlotte, North Carolina. The total cost of the
acquisition was $5,894,000. The Partnership financed the acquisition and used
a portion of the proceeds from the public offering of the Units to extinguish
the outstanding debt.
On August 18, 1987, the Partnership acquired Seasons Chase, a 225-unit
apartment complex in Greensboro, North Carolina. The total cost of the
acquisition of $4,650,000, which included a rental guarantee agreement of
$200,000, was funded by a portion of the proceeds from the public offering of
the Units.
On August 22, 1988, the Partnership acquired Pelham Ridge, a 184-unit
apartment complex in Greenville, South Carolina. The total cost of the
property of $4,100,000, which included a rental guarantee agreement of
$100,000, was funded by a portion of the proceeds from the public offering of
the Units.
NOTE D - MORTGAGES PAYABLE
During 1989, the Partnership financed Forestbrook by obtaining a $5,726,600
mortgage. The existing mortgage with a balance of $5,526,416 at December 31,
1996 and $5,564,046 at December 31, 1995 is collateralized by the apartment
community in Charlotte, North Carolina, and is payable in monthly
installments totaling $47,050 of principal and interest at 9.50% per annum
through January 1, 1997. The unpaid principal balance and interest is due and
payable in full on January 1, 1997. On January 15, 1997, the Partnership
obtained an extension of the maturity on this mortgage until May 1, 1997.
<PAGE>
Southeastern Income Properties Limited Partnership
December 31, 1996 and 1995
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE D - MORTGAGES PAYABLE (Continued)
During 1990, the Partnership financed Sterlingwood by obtaining a $2,570,900
mortgage. The existing mortgage with a balance of $2,489,973 at December 31,
1996 and $2,505,688 at December 31, 1995 is collateralized by the apartment
community in Roanoke, Virginia and is payable in monthly installments
totaling $21,611 of principal and interest at 9.75% per annum through April
1, 1997. The general partner is working with the lender in an effort to
extend the maturity on this mortgage.
Based on the interest rates of loans with similar maturities currently
available to the Partnership, the estimated fair value of the mortgages
payable approximates their carrying value.
The liability of the Partnership under the mortgages is limited to the
underlying value of the real estate collateral, plus other amounts deposited
with the lender.
The aggregate maturity of the mortgages payable for the year following
December 31, 1996 is $8,016,389 due in 1997.
NOTE E - RELATED-PARTY TRANSACTIONS
The Partnership has incurred management fees, accounting fees and investor
servicing fees resulting from transactions with WSLP and Winthrop Management.
The investor servicing fees for 1996 and 1995 were paid to First Winthrop
Corporation.
<TABLE>
1996 1995
---------------- -----------------
<S> <C> <C>
Management $ 52,307 $ 204,246
Investor servicing 34,776 35,408
Accounting 8,330 21,000
---------------- -----------------
$ 95,413 $ 260,654
</TABLE>
The Partnership entered into a management agreement with Winthrop which
provided for a management fee of 5% of gross revenues. The accounting fees
were included in general and administrative expenses, and the investor
servicing fees are included in management fees in the statements of
operations. As more fully described in note G, the Partnership on March 18,
1996 entered into a new agreement with an unaffiliated entity.
<PAGE>
Southeastern Income Properties Limited Partnership
December 31, 1996 and 1995
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE F - INCOME TAXES AND PARTNERS' CAPITAL
The following is a reconciliation of the net income (loss) and partners'
capital for financial statement purposes with the income (loss) and partners'
capital for Federal income tax purposes:
<TABLE>
1996 1995
---------------- -----------------
<S> <C> <C>
Net income (loss) for financial statement
purposes $ (201,187) $ 267,678
Excess of tax depreciation over
depreciation for book purposes (108,307) (98,855)
Other (7,759) 117
---------------- -----------------
Income (loss) for federal income tax
purposes $ (317,253)$ 168,940
Partners' capital for financial statement 6,487,509 6,840,211
purposes
Cumulative effect of depreciation for
federal income tax purposes in excess
of depreciation for book purposes (2,759,327) (2,651,020)
Provision for investment property
write down deducted for book purposes
and not deductible for tax purposes 2,150,000 2,150,000
Other 9,032 18,384
Write-off of loan costs deductible for
federal income tax purposes and not
deductible for book purposes (120,253) (120,253)
Syndication costs not deductible for tax
purposes 2,250,000 2,250,000
Recapitalization of Partnership for
generally accepted accounting
principles and not included for federal
income tax purposes (396,817) (396,817)
---------------- -----------------
Partners' capital for federal income tax $ 7,620,144 $ 8,090,505
purposes
</TABLE>
<PAGE>
Southeastern Income Properties Limited Partnership
December 31, 1996 and 1995
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE F - INCOME TAXES AND PARTNERS' CAPITAL (Continued)
The difference between investment rental property for tax purposes and
financial statement purposes for 1996 and 1995 is as follows:
<TABLE>
1996 1995
---------------- -----------------
<S> <C> <C>
Investment in rental property $ 13,648,426 $ 14,137,905
Investment in rental property - tax
property 12,522,528 13,118,998
---------------- -----------------
$ 1,125,898 $ 1,018,907
</TABLE>
NOTE G - MANAGEMENT FEE
The Partnership entered into a management agreement with Insignia Management
Group, effective March 18, 1996, which provides for a management fee of 5%
of gross revenues, as defined by the agreement. Management fees charged to
operations and paid to Insignia during 1996 were $162,690.
NOTE H - CONCENTRATION OF CREDIT RISK
At December 31, 1996, the Partnership has replacement reserve cash in the
amount of $548,423 held by the mortgage lenders. These accounts are insured
by the Federal Deposit Insurance Corporation up to $100,000 an account. The
uninsured portion of this balance at December 31, 1996 is $348,423. At
December 31, 1996, the Partnership had bank deposits in excess of
federally-insured limits by a total of $372,013.
<PAGE>
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
(a) Identification of Directors and Executive Officers.
The Registrant has no officers or directors. The Managing General
Partner manages and controls substantially all of the Registrant's affairs and
has general responsibility and ultimate authority in all matters affecting its
business. As of March 1, 1997, the names of the directors and executive officers
of Eight Winthrop, the general partner of the Managing General Partner, and the
position held by each of them, are as follows:
Has served as a
Director and/or
Officer of the Managing
Name Positions Held General Partner since
Michael L. Ashner Chief Executive January 1996
Officer and
Director
Richard J. McCready Chief Operating July 1995
Officer and
President
Jeffrey Furber Executive Vice July 1995
President
and Clerk
Edward Williams Chief Financial April 1996
Officer,
Vice President
and Treasurer
Peter Braverman Senior Vice January 1996
President
Michael L. Ashner, age 45, has been the Chief Executive Officer of Winthrop
Financial Associates, A Limited Partnership ("WFA") since January 15, 1996. From
June 1994 until January 1996, Mr. Ashner was a Director, President and
Co-chairman of National Property Investors, Inc., a real estate investment
company ("NPI"). Mr. Ashner was also a Director and executive officer of NPI
Property Management Corporation ("NPI Management") from April 1984 until January
1996. In addition, since 1981 Mr.Ashner has been President of Exeter Capital
Corporation, a firm which has organized and administered real estate limited
partnerships.
<PAGE>
Richard J. McCready, age 38, is the President and Chief Operating Officer
of WFA and its subsidiaries. Mr. McCready previously served as a Managing
Director, Vice President and Clerk of WFA and a Director, Vice President and
Clerk of the Managing General Partner and all other subsidiaries of WFA. Mr.
McCready joined the Winthrop organization in 1990.
Jeffrey Furber, age 37, has been the Executive Vice President of WFA
and the President of Winthrop Management since January 1996. Mr. Furber served
as a Managing Director of WFA from January 1991 to December 1995 and as a Vice
President from June 1984 until December 1990.
Edward V. Williams, age 56, has been the Chief Financial Officer of WFA
since April 1996. From June 1991 through March 1996, Mr. Williams was Controller
of NPI and NPI Management. Prior to 1991, Mr. Williams held other real estate
related positions including Treasurer of Johnstown American Companies and Senior
Manager at Price Waterhouse.
Peter Braverman, age 45, has been a Senior Vice President of WFA since
January 1996. From June 1995 until January 1996, Mr. Braverman was a Vice
President of NPI and NPI Management. From June 1991 until March 1994, Mr.
Braverman was President of the Braverman Group, a firm specializing in
management consulting for the real estate and construction industries. From 1988
to 1991, Mr. Braverman was a Vice President and Assistant Secretary of Fischbach
Corporation, a publicly traded, international real estate and construction firm.
One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of the following
limited partnerships which either have a class of securities registered pursuant
to Section 12(g) of the Securities and Exchange Act of 1934, or are subject to
the reporting requirements of Section 15(d) of such Act: Winthrop Partners 79
Limited Partnership; Winthrop Partners 80 Limited Partnership; Winthrop Partners
81 Limited Partnership; Winthrop Residential Associates I, A Limited
Partnership; Winthrop Residential Associates II, A Limited Partnership; Winthrop
Residential Associates III, A Limited Partnership; 1626 New York Associates
Limited Partnership; 1999 Broadway Associates Limited Partnership; Indian River
Citrus Investors Limited Partnership; Nantucket Island Associates Limited
Partnership; One Financial Place Limited Partnership; Presidential Associates I
Limited Partnership; Riverside Park Associates Limited Partnership; Springhill
Lake Investors Limited Partnership; Twelve AMH Associates Limited Partnership;
Winthrop California Investors Limited Partnership; Winthrop Growth Investors I
Limited Partnership; Winthrop Interim Partners I, A Limited Partnership;
Southeastern Income Properties II Limited Partnership; Winthrop Miami Associates
Limited Partnership and Winthrop Apartment Investors Limited Partnership.
Each director and officer of Eight Winthrop will hold office until the
next annual meeting of the stockholders of Eight Winthrop and until his
successor is elected and qualified.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Registrant under Rule 16a-3(e) during the Registrant's most
recent fiscal year and Forms 5 and amendments thereto furnished to the
Registrant with respect to its most recent fiscal year, the Registrant is not
aware of any director, officer or beneficial owner of more than ten percent of
the units of limited partnership interest in the Registrant that failed to file
on a timely basis, as disclosed in the above Forms, reports required by section
16(a) of the Exchange Act during the most recent fiscal year or prior fiscal
years.
(b) Identification of Certain Significant Employees. None.
(c) Family Relationships. None.
(d) Involvement in Certain Legal Proceedings. None.
Item 10. Executive Compensation.
The Registrant is not required to and did not pay any compensation to
the officers or directors of Eight Winthrop. Eight Winthrop does not presently
pay any compensation to any of its officers and directors (See "Item 12, Certain
Relationships and Related Transactions").
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of Certain Beneficial Owners.
No person or group is known by the Registrant to be the beneficial
owner of more than 5% of the outstanding Units as of March 15, 1997. Under the
Registrant's partnership agreement, the voting rights of the Limited Partners
are limited and, in some circumstances, are subject to the prior receipt of
certain opinions of counsel or judicial decisions.
(b) Security Ownership of Management.
As of March 15, 1997, no officers, directors or partners of WFA, WSLP
or Eight Winthrop own any Units of the Registrant.
(c) Changes in Control.
As of March 15, 1997, there exists no arrangement known to the
Registrant the operation of which may at a subsequent date result in a change in
control of the Registrant, other than the following:
In connection with the withdrawal of the Original General Partner and
the substitution of WSLP as the Managing General Partner, WSLP entered into
certain loan arrangements with ISB, including the pledge of its general
partnership interest. (See the 1991 Solicitation of Consents which is hereby
incorporated by reference, and "Item 3, Legal Proceedings.") In the event the
RTC Loan Trust, successor in interest to ISB, was successful in enforcing its
remedies under the security agreement, the RTC Loan Trust may claim an interest
in the general partnership interest of the Registrant. WSLP disputes the
validity of the security interest, and would vigorously defend any action, and
raise, among other meritorious defenses, the fact that the transfer of the
general partnership interest requires the consent of a majority of Unit holders.
<PAGE>
Item 12. Certain Relationships and Related Transactions.
Under the Registrant's partnership agreement, the Managing General
Partner and its affiliates are entitled to receive various fees, commissions,
cash distributions, allocations of taxable income or loss and expense
reimbursements from the Registrant.
The following tables sets forth the amounts of the fees, commissions
and cash distributions which the Registrant paid to or accrued for the account
of the Managing General Partner and its affiliates for the years ended December
31, 1995 and 1996:
<TABLE>
Recipient Type of Compensation 1995 1996
<S> <C> <C> <C>
WSLP Cash Distribution (1) $ 30 $ 15
Winthrop Management Property Management Fee (2) 204,246 52,307
First Winthrop Corp. Investor Servicing Fee (3) 35,408 34,776
Winthrop Management Accounting Services Fee (4) 21,000 8,330
TOTAL: $260,684 $ 95,428
</TABLE>
- ---------------
(1) Equal to .01% of cash flow distributed to all partners of the Registrant.
(2) Equal to 5.0% of gross collected revenues of the Registrant's properties.
(3) Equal to 1.0% of gross collected revenues of the Registrant's properties.
(4) Equal to $2.50 per apartment unit per month.
<PAGE>
PART IV
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits - The Exhibits listed in the accompanying Index to
Exhibits are filed as part of this Annual Report and incorporated in this Annual
Report as set forth in said index.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter covered by
this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SOUTHEASTERN INCOME PROPERTIES
LIMITED PARTNERSHIP
By: Winthrop Southeastern Limited
Partnership,
Its General Partner
By: Eight Winthrop
Properties, Inc.,
Its General Partner
By: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
Date: March 28, 1997
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.
Signature/Name Title Date
/s/ Michael L. Ashner Chief Executive March 28, 1997
- ---------------------
Michael L. Ashner Officer and Director
/s/Edward Williams Chief Financial Officer March 28, 1997
Edward Williams
Index to Exhibits
Exhibit
Number Document
2.1 Agreement and Addendum to Agreement by and among Glade
M. Knight ("Knight"), Ben T. Austin, II ("Austin"),
Winthrop Southeast Limited Partnership ("WSLP") and
Investors Savings Bank, F.S.B. ("ISB") (the
"Agreement") dated as of August 8, 1991 and effective
as of August 16, 1991. [The exhibits to the Agreement
have been omitted from the Agreement and are listed in
the Agreement.] (Exhibit 2.1)(8)
2.2 Supplemental Agreement by and among WSLP, Knight and
ISB (the "Knight Agreement") dated as of August 8, 1991
and effective as of August 16, 1991. [The exhibits to
the Knight Agreement have been omitted from the Knight
Agreement and are listed in the Knight Agreement.]
(Exhibit 2.2)(8)
2.3 Supplemental Agreement and Addendum to Supplemental
Agreement by and among WSLP, Austin and ISB dated as of
August 8, 1991 and effective as of August 16, 1991.
(Exhibit 2.3)(8)
2.4 Employment Agreement by and between WSLP and Austin
dated as of August 8, 1991 and effective as of August
16, 1991. (Exhibit 2.4)(8)
2.5 Supplemental Agreement by and between WSLP and ISB
dated as of August 8, 1991 and effective as of August
16, 1991. (Exhibit 2.5)(8)
3.1 Amended and Restated Certificate and Agreement of
Limited Partnership of Southeastern Income Properties
Limited Partnership. (Exhibit 4.1)(1)
3.2 First Amendment to Amended and Restated Certificate and
Agreement of Limited Partnership of Southeastern Income
Properties Limited Partnership dated as of February 17,
1987. (Exhibit 4.2)(1)
3.3 Second Amendment to Amended and Restated Certificate
and Agreement of Limited Partnership of Southeastern
Income Properties Limited Partnership dated as of March
16, 1987. (Exhibit 4.3)(1)
3.4 Third Amendment to Amended and Restated Certificate and
Agreement of Limited Partnership of Southeastern Income
Properties Limited Partnership dated as of April 30,
1987. (Exhibit 4.4)(1)
3.5 Fourth Amendment to Amended and Restated Certificate
and Agreement of Limited Partnership of Southeastern
Income Properties Limited Partnership dated as of May
28, 1987. (Exhibit 4.1)(2)
3.6 Fifth Amendment to Amended and Restated Certificate and
Agreement of Limited Partnership of Southeastern Income
Properties Limited Partnership dated as of June 29,
1987. (Exhibit 4.2)(2)
3.7 Sixth Amendment to Amended and Restated Certificate and
Agreement of Limited Partnership of Southeastern Income
Properties Limited Partnership dated as of February 12,
1992. (Exhibit 3.7)(9)
3.8 Articles of Incorporation of SIP Assignor Corporation.
(Exhibit 3.6)(3)
3.9 Bylaws of SIP Assignor Corporation. (Exhibit 3.7)(3)
10.1 Apartment Management Agreement (for the Sterlingwood
Apartments). (Exhibit 28.1)(1)
10.2 Apartment Management Agreement (for the Forestbrook
Apartments). (Exhibit 28.2)(1)
10.3 Apartment Management Agreement (for the Seasons Chase
Apartments). (Exhibit 10.5)(4)
10.4 Apartment Management Agreement (for the Pelham Ridge
Apartments). (Exhibit 10.4)(5)
10.5 Apartment Management Agreement, dated February 12, 1992
between the Registrant and Winthrop Management (for
Pelham Ridge Apartments). (Exhibit 10.5) (9)
<PAGE>
10.6 Apartment Management Agreement, dated February 12, 1992
between the Registrant and Winthrop Management (for
Forestbrook Apartments). (Exhibit 10.6)(9)
10.7 Apartment Management Agreement, dated February 12, 1992
between the Registrant and Winthrop Management (for
Seasons Chase Apartments). (Exhibit 10.7) (9)
10.8 Apartment Management Agreement, dated February 12, 1992
between the Registrant and Winthrop Management (for
Sterlingwood Apartments). (Exhibit 10.8) (9)
10.9 Property Acquisition Agreement between Southeastern
Income Properties Limited Partnership and Knight Austin
Corporation. (Exhibit 28.3)(1)
10.10 Real Estate Consulting Agreement between Southeastern
Income Properties Limited Partnership and WFS Realty
Corporation. (Exhibit 28.4)(1)
10.11 Rent Guarantee and Escrow Agreement for the Seasons
Chase Apartments. (Exhibit 29.2)(6)
10.12 Novation to Rent Guarantee and Escrow Agreement for the
Seasons Chase Apartments. (Exhibit 19.3)(6)
10.13 Rent Guarantee Agreement for the Pelham Ridge
Apartments. (Exhibit 10.3)(5)
10.14 Repair Supervisory Contract. (Exhibit 10.10)(7)
10.15 Supervisory Insurance Adjustment Contract. (Exhibit
10.11)(7)
10.16 Mortgage Brokerage and Consulting Agreement. (Exhibit
10.12)(7)
- ------------------------
(1) Incorporated by reference to the exhibit shown in parentheses filed
with the Commission in the Registrant's quarterly report on Form 10-Q
for the quarter ended March 30, 1987.
<PAGE>
(2) Incorporated by reference to the exhibit shown in parentheses filed
with the Commission in the Registrant's quarterly report on Form 10-Q
for the quarter ended June 30, 1987.
(3) Incorporated by reference to the exhibit shown in
parentheses filed with the Commission in the Registrant's
registration statement on Form S-11 (Registration No. 33-
9085).
(4) Incorporated by reference to the exhibit shown in parentheses filed
with the Commission in the Registrant's current report on Form 8-K
dated September 2, 1987.
(5) Incorporated by reference to the exhibit shown in parentheses filed
with the Commission in the Registrant's current report on Form 8-K
dated September 6, 1988.
(6) Incorporated by reference to the exhibit shown in parentheses filed
with the Commission in the Registrant's quarterly report on Form 10-Q
for the quarter ended September 30, 1987.
(7) Incorporated by reference to the exhibit shown in
parentheses filed with the Commission in the Registrant's
1989 Annual Report.
(8) Incorporated by reference to the exhibit shown in parentheses filed
with the Commission in the Registrant's current report on Form 8-K on
September 3, 1991.
(9) Incorporated by reference to the exhibit shown in parentheses filed
with the Commission in the Registrant's annual report on Form 10-K for
the year ended December 31, 1991.
(10) Incorporated by reference to the exhibit shown in parentheses filed
with the Commission in the Registrant's annual report on Form 10-K for
the year ended December 31, 1992.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial
information extracted from audited financial
statements for the one year period ending
December 31, 1996 and is qualified in its
entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000802969
<NAME> Southeastern Income Properties Limited Partn
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
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<DEPRECIATION> (11101857)
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0
0
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<INCOME-PRETAX> (201187)
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<NET-INCOME> (201187)
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</TABLE>
