<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d)
of Securities Exchange Act of 1934
Commission File
For the fiscal year ended December 31, 1997 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.)
5 Cambridge Center, 9th Floor, Cambridge, Massachusetts 02142
- ------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 234-3000
--------------
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 $4,494,000.
No market exists for the limited partnership interests of the Registrant and
therefore, no aggregate market value can be determined.
DOCUMENTS INCORPORATED BY REFERENCE
None
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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"). Eight Winthrop, is a wholly owned
subsidiary of First Winthrop Corporation which is controlled by Winthrop
Financial Associates, A Limited Partnership ("WFA"). (See "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").In 1987, the Registrant
sold, pursuant to a Registration Statement on Form S-11 (Registration No.
33-9085) filed with the Securities and Exchange Commission, 50,000 assignee
units of limited partnership interest ("Units") at a purchase price of $500 per
Unit (an aggregate of $25,000,000).
The Registrant's only business is acquiring, owning, operating and
ultimately selling residential apartment complexes. 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. See "Item 2, Description of Properties."
On March 6, 1998, the Registrant entered into an agreement to sell its
Forestbrook Apartments property to an unaffiliated third party for a purchase
price of $6,550,000. This sale is conditioned upon the buyer being able to
assume the existing loan encumbering the property. It is expected that this
sale, if it is consummated, will close during the second quarter of 1998. There
can be no assurance, however, that this sale will be consummated or, if
consummated, that it will be sold at the current purchase price.
Employees
- ---------
The Registrant does not have any employees. Until March 18, 1996,
management services were performed for the Registrant at its
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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 of the existing
management agreement 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."
Change in Control
- -----------------
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, a general
partner interest in W.L. Realty, L.P. ("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 was, until October 27, 1997, the sole, and currently is the
managing, 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 Eight Winthrop resigned and new officers and
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directors were appointed. See "Item 9, Directors and Executive Officers of the
Registrant."
Item 2. Description of Property.
-----------------------
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.
No. Partnership
of Acquisition Acquisition Nature
Property Name Location Units Date Cost of Title
- ------------- -------------- ----- ----------- ----------- --------
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.(1) 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
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TOTAL 833 $20,593,101
=========================================================================
(1) Property is currently under contract for sale. See Item 1, "Description
of Business."
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The following table sets forth the mortgage balance as of December 31,
1997, the interest rate, the amortization period, the maturity date and the
principal balance due upon maturity.
12/31/97 Mortgage
Mortgage Interest Amortization Maturity Balance
Property Name Balance Rate Period Date at Maturity
- ------------- ---------- -------- ------------ -------- -----------
Sterlingwood $2,741,000 7.625% 25 yrs. 9/01/07 $2,206,000
Apts.(1)
Forestbrook $5,729,000 8.3% 25 yrs. 8/01/07 $4,692,000
Apts.(2)
Seasons Chase - - - - -
Apts.
Pelham Ridge - - - - -
Apts.
- --------------------------------------------------------------------------------
TOTAL $8,470,000 $6,898,000
================================================================================
(1) On August 27, 1997, the loan encumbering Sterlingwood Apartments was
refinanced. In addition to monthly payments of interest and principal,
the Registrant is required to escrow monthly approximately $8,000 for
taxes and insurance and $2,025 for tenant improvements. Furthermore,
$252,228 which was held in a reserve account with the prior lender was
transferred to a reserve account maintained by the new lender.
(2) On July 2, 1997, the loan encumbering Forestbrook Apartments was
refinanced. In addition to monthly payments of interest and principal,
the Registrant is required to escrow monthly approximately $7,000 for
taxes and insurance and $6,500 for tenant improvements.
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, 1996 and 1997.
<TABLE>
<CAPTION>
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>
1996 92% $434/mo 89.0% $497/mo 88.0% $460/mo 85% $488/mo
1997 94% $437/mo 92% $519 93% $477/mo 90% $495/mo
</TABLE>
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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, 1997.
Federal
Carrying Accumulated Tax
Property Name Value Depreciation Rate Method Basis
- ------------- ---------- ------------ -------- ------ -----------
Sterlingwood $ 5,278,000 $ 2,033,000 5-30 yrs S/L $ 1,955,000
Apts.
Forestbrook $ 8,172,000 $ 3,540,000 5-30 yrs S/L $ 2,904,000
Apts.
Seasons Chase $ 6,482,000 $ 3,774,000 5-30 yrs S/L $ 3,789,000
Apts.
Pelham Ridge $ 5,242,000 $ 2,606,000 5-30 yrs S/L $ 3,304,000
Apts.
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TOTAL $25,174,000 $11,953,000 $11,952,000
================================================================================
The following table sets forth the realty tax d realty taxes paid for
each Property in 1997.
Tax Taxes
Property Name Rate Paid
- ------------------------ -------- --------
Sterlingwood Apts. 1.230 $44,000
Forestbrook Apts. 1.256 $90,000
Seasons Chase Apts. 1.255 $71,000
Pelham Ridge Apts. 2.944 $70,000
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TOTAL $275,000
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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 it 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 expenditures, the
Registrant has no present intentions of investing any additional capital in the
properties.
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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.
National Loan Investors, L.P., 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, HI-317-1 in the Circuit Court for the City of
Richmond, Virginia.
This matter was tried without a jury in the summer of 1997, but, to
date, the court has not announced its ruling. The litigation arose out of loan
to Winthrop Southeast, L.P., in the principal amount of $1,161,000.00, pursuant
to a "Consolidated and Modified Note," dated August 8, 1991. National Loan
Investors ("NLI"), the current Noteholder, sued for the entire balance on the
note, in addition to all accrued interest and other damages, including punitive
damages. NLI voluntarily dismissed the Registrant from this action during the
trial.
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.
7
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PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
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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, 1998 there were 2,580 holders of the 50,000 Units.
No cash distributions were paid to holders of Units in 1997; however,
cash distributions to holders of Units during 1996 amounted to approximately
$150,000 (or $3.00 per Unit). See "Item 6, Management's Discussion and Analysis
or Plan of Operation," for information relating to the Registrant's future
distributions.
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Item 6. Management's Discussion and Analysis or Plan of Operation.
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The matters discussed in this Form 10-KSB contain certain
forward-looking statements and involve risks and uncertainties (including
changing market conditions, competitive and regulatory matters, etc.) detailed
in the disclosure contained in this Form 10-KSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operation. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
Liquidity and Capital Resources
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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, 1997, rental revenue and other
income from the properties, along with interest income from the Registrant's
short-term investments, was sufficient 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 1997. As of December 31, 1997 the Registrant's unrestricted cash balance
had increased to $1,172,000 from $384,000 at the end of 1996. The increase was
due to $889,000 of cash provided by operations and$170,000 of cash provided by
financing activities which was partially offset by $272,000 net cash used for
investing activities.
Cash provided by operating activities increased primarily due to the
improved net income of the properties. All other increases (decreases) in
certain assets and liabilities are the result of the timing of receipt and
payment of various activities.
Cash provided by financing activities consisted of $8,500,000 of
proceeds received from refinancing the Registrant's Forestbrook and Sterlingwood
properties, which was offset by $8,046,000 used for the repayment of existing
first mortgages and $284,000 of costs incurred in connection with the
refinancings.
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Cash used in investing activities consisted of $424,000 improvements to
real estate partially funded by withdrawals from replacement reserves in the
amount of $152,000.
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. In this regard, on March 6, 1998, the Registrant entered into an
agreement to sell its Forestbrook Apartments property to an unaffiliated third
party for a purchase price of $6,550,000. This sale is conditioned upon the
buyer being able to assume the existing loan encumbering the property. It is
expected that this sale, if it is consummated, will close during the second
quarter of 1998. There can be no assurance, however, that this sale will be
consummated or, if consummated, that it will be sold at the current purchase
price. Given the foregoing, the Registrant's distribution policy will be
reviewed on a quarterly basis.
On March 6, 1998, the Registrant entered into an agreement to sell its
Forestbrook Apartments property to an unaffiliated third party for a purchase
price of $6,550,000. This sale is conditioned upon the buyer being able to
assume the existing loan encumbering the property. It is expected that this
sale, if it is consummated, will close during the second quarter of 1998. There
can be no assurance, however, that this sale will be consummated or, if
consummated, at the current purchase price.
On August 27, 1997, the loan encumbering Sterlingwood Apartments was
refinanced. In addition to monthly payments of interest and principal, the
Registrant is required to escrow monthly approximately $8,000 for taxes and
insurance and $2,025 for tenant improvements. Furthermore, $252,228 which was
held in a reserve account with the prior lender was transferred to a reserve
account maintained by the new lender.
On July 2, 1997, the loan encumbering Forestbrook Apartments was
refinanced. In addition to monthly payments of interest and principal, the
Registrant is required to escrow monthly approximately $7,000 for taxes and
insurance and $6,500 for tenant improvements.
10
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As of December 31, 1997 the Registrant has $1,172,000 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 $396,000 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 $1,568,000, 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.
The Registrant is dependent upon the General Partner for management and
administrative services. The General Partner has completed an assessment and
believes that its computer systems will function properly with respect to dates
in the year 2000 and thereafter (the "Year 2000 Issue"). Accordingly, it is not
expected that the Registrant will incur any material costs associated with, or
be materially affected by, the Year 2000 Issue.
Results of Operations
- ---------------------
The Registrant generated net income of approximately $206,000 for the
year ended December 31, 1997 as compared to a net loss of approximately $201,000
for the year ended December 31, 1996. The improved results were due to increased
revenues while operating and other expenses declined.
The Registrant's total revenue increased in 1997 to $4,494,000 from
$4,239,000 in 1996. Revenue remained relatively constant for all the properties
except for Seasons Chase, which had a 19% increase in rental revenue, 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 2.7%, to $486 in 1997 from $473 in 1996 which was
augmented by an increase in average occupancy of 92% in 1997 from 89% in 1996.
The most
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significant increase in revenue occurred at Seasons Chase, where average
occupancy increased to 93% in 1997 from 87% in 1996.
The Registrant's operating expenses decreased by 2.9% in 1997 to
$2,579,000 from $2,646,000 in 1996, due primarily to decreases in repairs and
maintenance, insurance and taxes which was partially offset by increases in
leasing and general and administrative costs. Repairs and maintenance expense
decreased primarily as a result of decreased carpeting repairs. Insurance
expense decreased due to some worker's compensation rebates received. Taxes
decreased due to a reduction in taxes at Sterlingwood. Leasing expenses
increased as a result of higher advertising and commission expenses. General and
administrative expenses increased due to higher legal and eviction expenses
associated with the management company's attempt to upgrade the tenant profile
at the properties.
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Item 7. Financial Statements.
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Southeastern Income Properties Limited Partnership
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF PARTNERS' CAPITAL
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
<PAGE>
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, 1997 and 1996, 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, 1997 and 1996, and the results
of its operations and its cash flows for the years then ended, in conformity
with generally accepted accounting principles.
As discussed in note H to the financial statements, on March 6, 1998,
the Partnership entered into an agreement to sell a rental property. The rental
property represents a significant portion of the Partnership's total assets and
operations.
/s/Reznick, Fedder & Silverman
Bethesda, Maryland
February 24, 1998, except for note H,
as to which the date is March 6, 1998
<PAGE>
Southeastern Income Properties Limited Partnership
BALANCE SHEETS
December 31,
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
ASSETS
Investment in rental property
Land $ 1,817,096 $ 1,817,097
Buildings and building improvements 18,892,819 18,735,741
Personal property 4,463,982 4,197,445
25,173,897 24,750,283
Less accumulated depreciation 11,953,423 11,101,857
13,220,474 13,648,426
Cash and cash equivalents 1,171,707 384,491
Tenant security deposits - funded 126,575 111,422
Mortgage escrow deposits 32,400 61,388
Reserve for replacements 396,439 548,423
Loan costs, net of accumulated amortization of $12,089 and $300,347 272,102 3,800
Other assets 288,020 97,917
2,287,243 1,207,441
$ 15,507,717 $ 14,855,867
LIABILITIES AND PARTNERS' CAPITAL
Liabilities applicable to investment in rental property
Mortgages payable $ 8,470,142 $ 8,016,389
Other liabilities
Accrued interest payable 58,424 66,020
Rent deferred credits 16,841 10,580
Tenant security deposits liability 133,763 116,129
Other liabilities 134,924 159,240
Total liabilities 8,814,094 8,368,358
Partners' capital
Limited partners' unit holders' 50,000 units authorized and outstanding at 7,194,236 7,019,039
December 31, 1997 and 1996
Special limited partner (464,270) (493,126)
General partner (36,343) (38,404)
Total partners' capital 6,693,623 6,487,509
$ 15,507,717 $ 14,855,867
</TABLE>
See Notes to Financial Statements
<PAGE>
Southeastern Income Properties Limited Partnership
STATEMENT OF OPERATIONS
Years ended December 31,
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Income
Rental $ 4,148,814 $ 3,930,774
Interest income 16,857 10,989
Other income 328,459 297,634
4,494,130 4,239,397
Expenses
Leasing 99,301 84,921
General and administrative 406,278 387,693
Management fees 261,242 249,773
Utilities 418,678 420,997
Repairs and maintenance 923,560 990,358
Insurance 159,019 173,219
Taxes 308,662 339,379
Total operating expenses 2,576,740 2,646,340
Other expenses
Partnership expenses 113,852 120,119
Interest expense 729,969 771,613
Depreciation and amortization 867,455 902,512
Total expenses 4,288,016 4,440,584
Net income (loss) $ 206,114 $ (201,187)
Net income (loss) allocated to general partner $ 2,061 $ (2,012)
Net income (loss) allocated to limited partners' unit holders' $ 175,197 $ (171,009)
Net income (loss) allocated to special limited partner $ 28,856 $ (28,166)
Net income (loss) allocated to each unit $ 3.50 $ (3.42)
Weighted average number of units outstanding - limited partners 50,000 50,000
</TABLE>
See Notes to Financial Statements
<PAGE>
Southeastern Income Properties Limited Partnership
STATEMENT OF PARTNERS' CAPITAL
Years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
General Special Limited Total
partner limited partners' unit partners'
partner holders' capital
<S> <C> <C> <C> <C>
Balance, December 31, 1995 $ (36,377) $ (463,460) $ 7,340,048 $ 6,840,211
Partner distributions ($3.00 per (15) (1,500) (150,000) (151,515)
unit)
Net loss (2,012) (28,166) (171,009) (201,187)
Balance December 31, 1996 (38,404) (493,126) 7,019,039 6,487,509
Net income 2,061 28,856 175,197 206,114
Balance, December 31, 1997 $ (36,343) $ (464,270) $ 7,194,236 $ 6,693,623
</TABLE>
See Notes to Financial Statements
<PAGE>
Southeastern Income Properties Limited Partnership
STATEMENTS OF CASH FLOWS
Years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Cash flows from operating activities
Net income (loss) $ 206,114 $ (201,187)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities
Depreciation 851,566 859,062
Amortization 15,889 43,450
(Increase) decrease in tenant security deposits (15,153) 37,776
Decrease in mortgage escrow deposits 28,988 78,766
(Increase) decrease in other assets (190,103) 1,289
Decrease in accounts payable -- (257,410)
Decrease in accrued interest (7,596) --
Increase (decrease) in rent deferred credits 6,261 (7,759)
Increase (decrease) in tenant security deposits liability 17,634 (19,221)
Decrease in other liabilities (24,316) (63,080)
Net cash provided by operating activities 889,284 471,686
Cash flows from investing activities
Investment in rental property (423,614) (369,583)
Decrease (increase) in replacement reserves 151,984 (88,262)
Net cash used in investing activities (271,630) (457,845)
Cash flows from financing activities
Proceeds from mortgage loans 8,500,000 --
Principal payments on mortgages (8,046,247) (53,345)
Distributions to partners -- (151,515)
Loan costs paid (284,191) --
Net cash provided by (used in) financing activities 169,562 (204,860)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 787,216 (191,019)
Cash and cash equivalents, beginning 384,491 575,510
Cash and cash equivalents, end $ 1,171,707 $ 384,491
Supplemental disclosure of cash flow information
Cash paid during the year for interest $ 737,565 $ 771,613
</TABLE>
See Notes to Financial Statements
<PAGE>
Southeastern Income Properties Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996
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 Group currently serves as the management agent for the
properties effective March 18, 1996.
<PAGE>
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 5 - 7 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, and total $396,439 in 1997 and $548,423 in 1996, respectively.
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.
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.
<PAGE>
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, 1997 and 1996 of $355,265 and $-0-, respectively, approximates fair
value because of the short maturity of these instruments.
NOTE B - 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 C - MORTGAGES PAYABLE
The Partnership financed Forestbrook by obtaining a mortgage in December 1989 in
the original amount of $5,726,600, payable in monthly installments of principal
and interest of $47,050 starting February 1990 through January 1997, with a
balloon payment due in January 1997 in the amount of $5,214,101. The loan bore
interest at the rate of 9.5% per annum.
On July 2, 1997, the Partnership refinanced the mortgage with GMAC Commercial
Mortgage Corporation in the aggregate amount of $5,750,000, payable in monthly
installments of principal and interest of $45,528, commencing on September 1,
1997 through August 1, 2007, with a
<PAGE>
balloon payment due of approximately $4,692,016 along with any accrued but
unpaid interest. The new loan bears interest at the rate of 8.3% per annum.
In connection with the refinancing, GMAC required that the property be
transferred to a single-purpose entity. In this regard, Forestbrook Apartments
was conveyed to SIP Forest Brook Limited Partnership, of which Forest Brook SIP
Inc., a newly formed corporation, became the general partner, and Southeastern
Income Properties Limited Partnership became the limited partner. SIP is the
sole stockholder of Forest Brook SIP Inc. There is no effect to the financial
statements.
The Partnership financed Sterlingwood by obtaining a mortgage in March 1990 in
the original amount of $2,570,000, payable in monthly installments of principal
and interest of $21,611 starting May 1990 through April 1997, with a balloon
payment due in April 1997 in the amount of $2,500,963. The loan bore interest at
the rate of 9.75% per annum.
On August 27, 1997, the Partnership refinanced the mortgage with GMAC Commercial
Mortgage Corporation in the aggregate amount of $2,750,000 payable in monthly
installments of principal and interest of $20,546 commencing on October 1, 1997
through September 1, 2007 with a balloon payment due of approximately $2,206,049
along with any accrued but unpaid interest. The new loan bears interest at the
rate of 7.625% per annum.
Under agreements with the mortgage lender, the Partnership is required to make
monthly escrow deposits for taxes, insurance and replacement of project assets.
The carrying amount of the Partnership's mortgages payable approximates their
fair values.
The mortgages are secured by the property's Deeds of Trust and Security
Agreements.
The liability of the Partnership under the mortgages is limited to the
underlying values of the real estate plus other amounts deposited with the
lender.
Aggregate annual maturities of the mortgages payable over each of the next five
years are as follows:
December 31, 1998 $ 112,702
1999 122,175
2000 132,365
2001 143,450
2002 155,466
<PAGE>
NOTE D - 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 1997 and 1996 were paid to First Winthrop
Corporation.
------------------------------------------------------------------------
1997 1996
---------------------------------------------------- ------------------
Management $ - $ 52,307
------------------------------------------------------------------------
Investor servicing 38,028 34,776
------------------------------------------------------------------------
Accounting - 8,330
---------------------------------------------------- ------------------
$ 38,028 $ 95,413
------------------------------------------------------------------------
The Partnership entered into a management agreement with Winthrop which provided
for a management fee of 5% of gross revenues through March 17, 1996. 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.
The Partnership entered into a management agreement with Insignia Management
Group("Insignia"), 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 1997 were $223,214. Insignia was an
unaffiliated entity until October 28, 1997, as more fully described in note G.
NOTE E - 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>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
1997 1996
- -------------------------------------------------------------------------------------------- ------------------
<S> <C> <C>
Net income (loss) for financial statement purposes $ 206,114 $ (201,187)
- ----------------------------------------------------------------------------------------------------------------
Excess of tax depreciation over depreciation for book purposes (143,560) (108,307)
- ----------------------------------------------------------------------------------------------------------------
Other (17,134) (7,759)
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Income (loss) for federal income tax purposes $ 45,420 $ (317,253)
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Partners' capital for financial statement purposes $ 6,693,623 $ 6,487,509
- ----------------------------------------------------------------------------------------------------------------
Cumulative effect of depreciation for federal income tax purposes in (2,902,887) (2,759,327)
excess of depreciation for book purposes
- ----------------------------------------------------------------------------------------------------------------
Provision for investment property write down deducted for book purposes 2,150,000 2,150,000
and not deductible for tax purposes
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Other (8,102) 9,032
- ----------------------------------------------------------------------------------------------------------------
Write-off of loan costs deductible for federal income tax purposes and (120,253) (120,253)
not deductible for book purposes
- ----------------------------------------------------------------------------------------------------------------
Syndication costs not deductible for tax purposes 2,250,000 2,250,000
- ----------------------------------------------------------------------------------------------------------------
Recapitalization of Partnership for generally accepted accounting (396,817) (396,817)
principles and not included for federal income tax purposes
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Partners' capital for federal income tax purposes $ 7,665,564 $ 7,620,144
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
The difference between investment rental property for tax purposes and
financial statement purposes for 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
1997 1996
-------------------------------------------------------------------------------------------- ------------------
<S> <C> <C>
Investment in rental property $ 13,220,474 $ 13,648,426
----------------------------------------------------------------------------------------------------------------
Investment in rental property - tax property 11,951,015 12,522,528
-------------------------------------------------------------------------------------------- ------------------
----------------------------------------------------------------------------------------------------------------
$ 1,269,459 $ 1,125,898
----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
NOTE F - CONCENTRATION OF CREDIT RISK
At December 31, 1997, the Partnership has replacement reserve cash in the amount
of $396,439 held by the mortgage lender. 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, 1997 is $196,439. At December 31, 1997,
the Partnership had bank deposits in excess of federally-insured limits by a
total of $722,328.
NOTE G - OTHER INFORMATION
On October 28, 1997, Insignia Financial Group acquired 100% of the class B stock
of First Winthrop Corporation, an affiliate of the general partner.
NOTE H - SUBSEQUENT EVENT
On March 6, 1998, the Partnership entered into an agreement to sell its
Forestbrook Apartments property to an unaffiliated third party for a purchase
price of $6,550,000. This sale is conditioned upon the buyer being able to
assume the existing loan encumbering the property. Management expects that this
sale, if it is consummated, will close during the second quarter of 1998.
Management feels there can be no assurance, however, that this sale will be
consummated or, if consummated, at the current purchase price.
<PAGE>
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
---------------------------------------------------------------
None.
14
<PAGE>
PART III
Item 9. Directors and Executive Officers of the Registrant.
--------------------------------------------------
(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, 1998, 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
Edward Williams Chief Financial April 1996
Officer,
Vice President
and Treasurer
Peter Braverman Senior Vice January 1996
President
Carolyn Tiffany Vice President October 1995
and Clerk
Michael L. Ashner, age 46, 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.
Edward V. Williams, age 57, 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.
15
<PAGE>
Peter Braverman, age 46, 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.
Carolyn Tiffany, age 31, has been employed with WFA since January 1993.
From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and Associate in
WFA's accounting and asset management departments. From October 1995 to present
Ms. Tiffany has been a Vice President in the asset management and investor
relations departments of WFA.
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; 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; and Winthrop Miami Associates Limited Partnership.
Except as indicated above, neither the Registrant nor the Managing
General Partner has any significant employees within the meaning of Item 401(b)
of Regulation S-B. There are no family relationships among the officers and
directors of the Managing General Partner.
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
16
<PAGE>
its most recent fiscal year, the Registrant is not aware of any director,
officer, 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.
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").
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, 1998. 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, 1998, 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, 1998, 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 NLI's predecessor, 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
NLI was successful in enforcing its remedies under the security agreement, NLI
may claim an interest in the general partnership interest of the Registrant.
WSLP disputes the
17
<PAGE>
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.
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, 1996 and 1997:
Recipient Type of Compensation 1996 1997
- -------------------- --------------------------- ------- -------
WSLP Cash Distribution (1) $ 15 $ --
Winthrop Management Property Management Fee (2) 52,000 --
First Winthrop Corp. Investor Servicing Fee (3) 35,000 38,000
Winthrop Management Accounting Services Fee (4) 8,000 --
------- -------
TOTAL: $95,000 $38,000
======= ========
================
(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. Effective March 18, 1996, Property management services have
been performed at the Registrant's properties by an unaffiliated third
party.
(3) Equal to 1.0% of gross collected revenues of the Registrant's
properties.
(4) Equal to $2.50 per apartment unit per month.
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.
18
<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 31, 1998
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 31, 1998
- --------------------- Officer and Director
Michael L. Ashner
/s/Edward Williams Chief Financial Officer March 31, 1998
- ---------------------
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)(7)
19
<PAGE>
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)(7)
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)(7)
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)(7)
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)(7)
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)
20
<PAGE>
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)(8)
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, dated February 12, 1992 between the
Registrant and Winthrop Management (for Pelham Ridge Apartments).
(Exhibit 10.5) (8)
10.2 Apartment Management Agreement, dated February 12, 1992 between the
Registrant and Winthrop Management (for Forestbrook Apartments).
(Exhibit 10.6)(8)
10.3 Apartment Management Agreement, dated February 12, 1992 between the
Registrant and Winthrop Management (for Seasons Chase Apartments).
(Exhibit 10.7) (8)
10.4 Apartment Management Agreement, dated February 12, 1992 between the
Registrant and Winthrop Management (for Sterlingwood Apartments).
(Exhibit 10.8) (8)
10.5 Property Acquisition Agreement between Southeastern Income Properties
Limited Partnership and Knight Austin Corporation. (Exhibit 28.3)(1)
21
<PAGE>
10.6 Real Estate Consulting Agreement between Southeastern Income Properties
Limited Partnership and WFS Realty Corporation. (Exhibit 28.4)(1)
10.7 Rent Guarantee and Escrow Agreement for the Seasons Chase Apartments.
(Exhibit 29.2)(5)
10.8 Novation to Rent Guarantee and Escrow Agreement for the Seasons Chase
Apartments. (Exhibit 19.3)(5)
10.9 Rent Guarantee Agreement for the Pelham Ridge Apartments. (Exhibit
10.3)(4)
10.10 Repair Supervisory Contract. (Exhibit 10.10)(6)
10.11 Supervisory Insurance Adjustment Contract. (Exhibit 10.11)(6)
10.12 Mortgage Brokerage and Consulting Agreement. (Exhibit 10.12)(6)
27. Financial Data Schedule
- ------------------------
(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.
(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 6, 1988.
(5) 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.
22
<PAGE>
(6) Incorporated by reference to the exhibit shown in parentheses filed
with the Commission in the Registrant's 1989 Annual Report.
(7) 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.
(8) 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.
(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, 1992.
23
