SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1996
-------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the transition period from to
------------ ------------
Commission file number 0-16797
-------
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3497345
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road,
Bannockburn, Illinois 60015
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
--------------
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
----- -----<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
BALANCE SHEETS
June 30, 1996 and December 31, 1995
(UNAUDITED)
ASSETS
1996 1995
------------- -------------
Cash and cash equivalents $ 8,226,248 $ 397,080
Accounts and accrued interest receivable 31,589 50,812
Prepaid expenses 32,410 22,920
------------- -------------
8,290,247 470,812
------------- -------------
Investment in real estate:
Land 325,088 1,340,324
Buildings and improvements 7,338,039 13,681,315
------------- -------------
7,663,127 15,021,639
Less accumulated depreciation 3,213,020 5,365,734
------------- -------------
Investment in real estate, net of
accumulated depreciation 4,450,107 9,655,905
------------- -------------
$ 12,740,354 $ 10,126,717
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 21,554 $ 14,005
Due to affiliates 16,751 7,108
Accrued liabilities, principally
real estate taxes 146,638 124,823
Security deposits 26,523 48,224
------------- -------------
Total liabilities 211,466 194,160
Limited Partners' capital (73,994
Interests issued and outstanding) 12,477,478 9,913,215
General Partners' capital 51,410 19,342
------------- -------------
Total partners'capital 12,528,888 9,932,557
------------- -------------
$ 12,740,354 $ 10,126,717
============= =============
The accompanying notes are an integral part of the financial statements.<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the six months ended June 30, 1996 and 1995
(UNAUDITED)
1996 1995
------------- -------------
Income:
Rental and service $ 1,261,426 $ 1,357,297
Interest on short-term investments 27,221 16,255
------------- -------------
Total income 1,288,647 1,373,552
------------- -------------
Expenses:
Depreciation 286,926 311,093
Property operating 386,909 419,331
Real estate taxes 144,219 88,430
Property management fees 68,999 67,565
Administrative 100,469 101,179
------------- -------------
Total expenses 987,522 987,598
------------- -------------
Income before gain on sale of property 301,125 385,954
Gain on sale of property 2,905,657
------------- -------------
Net income $ 3,206,782 $ 385,954
============= =============
Net income allocated to General Partners $ 32,068 $ 3,860
============= =============
Net income allocated to Limited Partners $ 3,174,714 $ 382,094
============= =============
Net income per Limited Partnership Interest
(73,994 issued and outstanding) $ 42.91 $ 5.16
============= =============
Distributions to Limited Partners $ 610,451 $ 573,454
============= =============
Distributions per Limited Partnership
Interest $ 8.25 $ 7.75
============= =============
The accompanying notes are an integral part of the financial statements.<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended June 30, 1996 and 1995
(UNAUDITED)
1996 1995
------------- -------------
Income:
Rental and service $ 571,134 $ 675,460
Interest on short-term investments 21,980 8,100
------------- -------------
Total income 593,114 683,560
------------- -------------
Expenses:
Depreciation 131,379 157,350
Property operating 188,166 246,755
Real estate taxes 87,686 25,290
Property management fees 34,778 33,803
Administrative 55,855 67,469
------------- -------------
Total expenses 497,864 530,667
------------- -------------
Income before gain on sale of property 95,250 152,893
Gain on sale of property 2,905,657
------------- -------------
Net income $ 3,000,907 $ 152,893
============= =============
Net income allocated to General Partners $ 30,009 $ 1,529
============= =============
Net income allocated to Limited Partners $ 2,970,898 $ 151,364
============= =============
Net income per Limited Partnership Interest
(73,994 issued and outstanding) $ 40.16 $ 2.04
============= =============
Distribution to Limited Partners $ 295,976 $ 286,727
============= =============
Distribution per Limited
Partnership Interest $ 4.00 $ 3.87
============= =============
The accompanying notes are an integral part of the financial statements.<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1996 and 1995
(UNAUDITED)
1996 1995
------------- -------------
Operating activities:
Net income $ 3,206,782 $ 385,954
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of property (2,905,657)
Depreciation of properties 286,926 311,093
Net change in:
Accounts and accrued interest
receivable 19,223 5,057
Prepaid expenses (9,490) (68,141)
Accounts payable 7,549 (21,369)
Due to affiliates 9,643 (19,392)
Accrued liabilities 21,815 (19,906)
Security deposits (21,701) 286
------------- -------------
Net cash provided by operating activities 615,090 573,582
------------- -------------
Investing activities:
Proceeds from sale of real estate 7,900,000
Payment of selling costs (75,471)
--------------
Net cash provided by investing activities 7,824,529
--------------
Financing activities:
Distributions to Limited Partners (610,451) (573,454)
------------- -------------
Net cash used in financing activities (610,451) (573,454)
------------- -------------
Net change in cash and cash equivalents 7,829,168 128
Cash and cash equivalents at beginning
of period 397,080 539,880
------------- -------------
Cash and cash equivalents at end of period $ 8,226,248 $ 540,008
============= =============
The accompanying notes are an integral part of the financial statements.<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the six months and quarter
ended June 30, 1996, and all such adjustments are of a normal and recurring
nature.
2. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
six months and quarter ended June 30, 1996 are:
Paid
------------------------
Six Months Quarter Payable
------------- --------- ----------
Reimbursement of expenses to
the Managing General Partner,
at cost $29,101 $17,757 $16,751
3. Property Sale:
In May 1996, the Partnership sold the Post Place Apartments in an all cash sale
for $7,900,000. From the proceeds of the sale, the Partnership paid $75,471 in
selling costs. The basis of the property was $4,918,872, which is net of
accumulated depreciation of $2,439,640. For financial statement purposes, the
Partnership recognized a gain of $2,905,657 from the sale of this property.
4. Subsequent Event:
In July 1996, the Partnership made a distribution of $7,399,400 ($100 per
Interest) to the holders of Limited Partnership Interests for the second
quarter of 1996. This distribution includes a regular quarterly distribution of
$2.00 per Interest from Net Cash Receipts and a special distribution of $98.00
per Interest representing Net Cash Proceeds from the sale of Post Place
Apartments.<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
IDS/Balcor Income Partners (the "Partnership") was formed in 1987 to invest in
and operate income-producing real property. The Partnership raised $18,498,500
through the sale of Limited Partnership Interests and utilized the net proceeds
to acquire the Post Place and Salem Courthouse apartment complexes. During
1996, the Partnership sold the Post Place Apartments. The Partnership continues
to operate the Salem Courthouse Apartments.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and management's discussion and analysis
contained in the annual report for 1995 for a more complete understanding of
the Partnership's financial position.
Operations
- ----------
Summary of Operations
- ---------------------
The Partnership recognized a gain related to the May 1996 sale of the Post
Place Apartments which was the primary reason for the increase in net income
for the six months and quarter ended June 30, 1996 as compared to the same
periods in 1995. Further discussion of the Partnership's operations is
summarized below.
1996 Compared to 1995
- ---------------------
Discussions of fluctuations between 1996 and 1995 refer to both the quarter and
six months ended June 30, 1996 and 1995.
The Partnership recognized decreases in rental income, property operating
expense and depreciation expense during 1996 as compared to 1995 due to the
sale of Post Place Apartments in May 1996.
Due to higher average cash balances, resulting primarily from net proceeds
received in connection with the May 1996 sale of Post Place Apartments,
interest income on short-term investments increased during 1996 as compared to
1995.
Real estate taxes increased in 1996 as compared to 1995 primarily due to a
higher tax rate at the Salem Courthouse Apartments.
Administrative expenses decreased during the quarter ended June 30, 1996 as
compared to the same period in 1995 as a result of a decrease in accounting
fees.
In May 1996, the Partnership recognized a $2,905,657 gain related to the sale
of Post Place Apartments.<PAGE>
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership increased by approximately $7,829,000 as
of June 30, 1996 when compared to December 31, 1995 due primarily to the net
proceeds received in connection with the May 1996 sale of the Post Place
Apartments. The Partnership's operating activities consisted of approximately
$615,000 of cash flow generated from property operations, net of administrative
expenses. The Partnership's net cash provided by investing activities of
approximately $7,824,000 consisted of the net proceeds received from the sale
of the Post Place Apartments. Cash flow of approximately $610,000 was used to
fund financing activities which consisted of quarterly distributions to Limited
Partners.
The Salem Courthouse Apartments generated positive cash flow during 1996 and
1995. The Post Place Apartments were sold in May 1996 and generated positive
cash flow in 1996 and 1995 prior to its sale. The Partnership defines cash flow
generated from its properties as an amount equal to the property's revenue
receipts less property related expenditures. As of June 30, 1996, the occupancy
rate of the Salem Courthouse Apartments was 86%.
The General Partners believe that the market for multifamily housing properties
is favorable to sellers of these properties. During May 1996, the Partnership
sold Post Place Apartments. Additionally, the Partnership is marketing the
Salem Courthouse Apartments for sale. If current market conditions remain
favorable and the General Partners can obtain an appropriate sales price, the
Partnership's liquidation strategy will be accelerated.
In May 1996, the Partnership sold the Post Place Apartments in an all cash sale
for $7,900,000. From the proceeds of the sale, the Partnership paid $75,471 in
selling costs. Pursuant to the terms of the sale, $500,000 of the proceeds will
be retained by the Partnership until September 1996. The remaining proceeds
from the sale were distributed to the Limited Partners in July 1996. See Notes
3 and 4 of Notes to Financial Statements for additional information.
In July 1996, the Partnership made a distribution of $7,399,400 ($100 per
Interest) to the holders of Limited Partnership Interests for the second
quarter of 1996. The regular quarterly distribution level of $2.00 per Limited
Partnership Interest decreased compared to the first quarter of 1996 primarily
due to the sale of the Post Place Apartments in May 1996. In addition, Net Cash
Proceeds of $98 per Interest from the sale of the Post Place Apartments were
distributed to holders of Limited Partnership Interests. Including the July
1996 distribution, investors have received distributions of Net Cash Receipts
of $118 per $250 Interest and Net Cash Proceeds of $98 per $250 Interest, as
well as certain tax benefits. The General Partners anticipate that the cash
flow from operations of the Salem Courthouse Apartments should enable the
Partnership to continue making quarterly distributions to Limited Partners
during 1996 although there can be no assurances in this regard.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
PART II - OTHER INFORMATION
Item 5. Other Information
- ---------------------------
Post Place Apartments
- ---------------------
As previously reported, on April 23, 1996, the Partnership contracted to sell
Post Place Apartments, Atlanta, Georgia, to an unaffiliated party, ERP
Operating Limited Partnership, an Illinois limited partnership, for a sale
price of $7,900,000. The sale closed May 31, 1996. From the proceeds of the
sale, the Partnership paid selling costs of $75,471 and received $7,824,529 of
remaining proceeds. Of such amount, $500,000 is being retained by the
Partnership and will not be available for use or distribution by the
Partnership until 120 days after the closing.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) Form of Subscription Agreement set forth as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-11 dated July 2, 1987 (Registration
No. 33-12617) and Form of Confirmation regarding Interests in the Registrant
set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q for the
quarter ended June 30, 1992 (Commission File No. 0-16797) are hereby
incorporated herein by reference.
(10) (a) Agreement of Sale and attachment thereto relating to Post Place
Apartments, Atlanta, Georgia previously filed as Exhibit (2) to the
Partnership's Current Report on Form 8-K dated April 23, 1996, is incorporated
herein by reference.
(b) Master Amendment and Agreement dated May 22, 1996 relating to the sale
of the Post Place apartment complex, Atlanta, Georgia.
(c) Master Amendment and Agreement #2 dated May 22, 1996 relating to the
sale of the Post Place apartment complex, Atlanta, Georgia.
(27) Financial Data Schedule of the Registrant for the six month period ending
June 30, 1996 is attached hereto.
(b) Reports on Form 8-K: A Current Report on Form 8-K dated April 23, 1996 was
filed reporting the execution of a contract for the sale of Post Place
Apartments, Atlanta, Georgia.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
By: /s/ Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Affiliated Partners-87, Inc., the Managing
General Partner
By: /s/ Brian D. Parker
------------------------------
Brian D. Parker
Senior Vice President, and Chief Financial
Officer (Principal Accounting and Financial
Officer) of Balcor Affiliated Partners-87,
Inc., the Managing General Partner
Date: August 9, 1996
----------------------------<PAGE>
MASTER AMENDMENT AND AGREEMENT
This Master Amendment and Agreement (this "Agreement") is entered into as
of this 22nd day of May, 1996 by and among the selling entities set forth on
the signature pages attached hereto (each entity being referred to herein as a
"Seller" and collectively as the "Sellers") and ERP Operating Limited
Partnership, an Illinois limited partnership ("Purchaser").
R E C I T A L S
A. Each Seller and the Purchaser have entered into an Agreement of Sale
dated as of April 23, 1996 (herein called the "Purchase Agreement") for the
sale by such Seller to Purchaser of certain property described therein. All
capitalized terms which are used herein but which are not otherwise defined
herein shall have the meaning ascribed to such term in the applicable Purchase
Agreement.
B. Each Purchase Agreement provides that during the Approval Period,
Purchaser shall have the right to review the status of title of the Property
(including, determining what endorsements, if any, the Title Insurer will make
available to Purchaser).
C. Each Purchase Agreement further provides that each Seller will
deliver to Purchaser an Updated Survey and Purchaser shall have ten (10) days
from the date of receipt of the Updated Survey to approve the Updated Survey.
D. Purchaser has reviewed the status of title for each Property and has
reviewed certain of the Updated Surveys; provided, however, Purchaser and
Seller have not yet agreed upon "Permitted Exceptions" for each Property.
E. Purchaser and Seller desire to amend each Purchase Agreement to give
Purchaser and Seller until May 23, 1996 to agree upon Permitted Exceptions for
each Property.
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, each Seller (with respect to the Purchase
Agreement to which such Seller is a party) and the Purchaser, hereby agree as
follows: <PAGE>
A G R E E M E N T
1. RECITALS. The recitals set forth above are hereby incorporated
herein by reference as if same were fully set forth herein.
2. AMENDMENT. Purchaser and Seller hereby agree that Purchaser and
Seller shall have until the later of: (i) the expiration of the Approval Period
(as same may have been extended) or (ii) May 23, 1996 (the "Deadline Date") to
agree upon Permitted Exceptions for each Purchase Agreement (subject to
Purchaser's additional right to have 10 days to review Updated Surveys). If
Purchaser and Seller are unable to agree upon Permitted Exceptions on or prior
to the Deadline Date, then Seller shall have the right to elect to either
terminate the applicable Purchase Agreement, in which case the applicable
Earnest Money, including interest thereon, shall be returned to Purchaser
immediately following the applicable Seller's receipt of the Reports or (ii)
agree to cure the title objections identified by Purchaser as being
problematic, which cure may be effectuated by causing the Title Insurer, at
such Seller's expense, to insure over any objection, if applicable.
3. Miscellaneous
A. Except as modified herein, each Purchase Agreement shall remain
unmodified and in full force and effect.
B. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date and year first above written.
[See Attached Signature Blocks]<PAGE>
PURCHASER
ERP OPERATING LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Equity Residential Properties Trust,
a Maryland real estate investment
trust
By: /s/Daniel L. Baskes
----------------------------------
Name: Daniel L. Baskes
--------------------------------
Title: Attorney
-------------------------------<PAGE>
Post Place Apartments
GEORGIA PLACE PARTNERS, an Illinois general
partnership
By: BIPIDS Limited Partnership, an Illinois
limited partnership, a general partner
By: IDS Balcor Income Partners A Real
Estate Limited Partnership, a Delaware
limited partnership, its general
partner
By: Balcor Affiliated Partners-87,
Inc., an Illinois corporation,
its general partner
By: /s/Alan Lieberman
---------------------------
Name: Alan Lieberman
Its: Authorized Agent<PAGE>
MASTER AMENDMENT AND AGREEMENT #2
This Amendment and Agreement #2 (this "Agreement") is entered into as of
this 22nd day of May, 1996 by and among the selling entities set forth on the
signature pages attached hereto (each entity being referred to herein as a
"Seller" and collectively as the "Sellers") and ERP Operating Limited
Partnership, an Illinois limited partnership ("Purchaser").
R E C I T A L S
A. Each Seller and the Purchaser have entered into an Agreement of Sale
dated as of April 23, 1996 (herein called the "Purchase Agreement") for the
sale by such Seller to Purchaser of certain property described therein. All
capitalized terms which are used herein but which are not otherwise defined
herein shall have the meaning ascribed to such terms in the applicable Purchase
Agreement.
B. Each Purchase Agreement provides that during the Approval Period,
Purchaser shall have the right to review the status of title of the Property
(including, determining what endorsements, if any, the Title Insurer will make
available to Purchaser).
C. Each Purchase Agreement further provides that each Seller will
deliver to Purchaser an Updated Survey and Purchaser shall have ten (10) days
from the date of receipt of the Updated Survey to approve the Updated Survey.
D. Purchaser has reviewed the status of title for each Property and has
reviewed certain of the Updated Surveys.
E. The Purchase Agreements further provide that promptly following the
Approval Period, Purchaser and each Seller will identify the exceptions to
title which have been agreed to by Purchaser and such Seller.
F. The parties desire to enter into this Agreement to identify the
"Permitted Exceptions" for each Property and to set forth the parties agreement
with respect to title and survey matters as of the date hereof and to also set
forth certain additional agreements of the parties.
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, each Seller (with respect to the Purchase
Agreement to which such Seller is a party) and the Purchaser, hereby agree as
follows: <PAGE>
A G R E E M E N T
1. Surveys.
A. As of the date hereof, Purchaser has not yet received and/or
reviewed the Updated Surveys for the following properties:
(1) Briarwood Place
(2) Canyon Sands
(3) Desert Sands
(4) Sunnyoak Village
(5) Rosehill Pointe
(6) Post Place
In accordance with each Purchase Agreement, Purchaser shall have ten (10)
days following Purchaser's receipt of each Updated Survey to approve or
disapprove of the applicable Updated Survey, all as more specifically set forth
in each Purchase Agreement. If the Updated Survey is approved by Purchaser,
all items disclosed by the Updated Survey shall be "Permitted Exceptions".
B. In addition, Purchaser has reviewed and approved of the Updated
Surveys for the following properties.
(1) Brierwood Apts.
(2) Country Ridge
(3) Forest Ridge I
(4) Forest Ridge II
(5) Lakeville
(6) Mallard Cove
(7) Park Place I
(8) Park Place II
(9) Ridgetree I
(10) Ridgetree II
Each Seller (solely with respect to the Property owned by such Seller)
hereby agrees to reasonably assist Purchaser in causing the surveyor to correct
certain clean up items identified by Purchaser during its review of the Survey.
2. Title Matters. Purchaser has reviewed the title commitments for all
of the properties. Attached hereto as Exhibit A is a list of "Permitted
Exceptions" for each Property. Notwithstanding anything contained in this
Agreement or the exhibits hereto to the contrary, any Permitted Exceptions set
forth on Exhibit A which have the notation "awaiting survey" written next to
the applicable Permitted Exception (herein called "Survey Based Exceptions")
have not been agreed to by Purchaser because Purchaser has not yet reviewed the
Updated Survey which identifies the location of the applicable Permitted
Exception. Purchaser shall have until 10 days following Purchaser's receipt of
the Updated Survey to advise the applicable Seller, in writing, whether any
Survey Based Exception is or is not reasonably acceptable to Purchaser. If
Purchaser advises the applicable Seller that any Survey Based Exception is not
reasonably acceptable to Purchaser, then the applicable Seller shall have five
(5) business days following receipt of such notice, to elect to either
terminate the applicable Purchase Agreement, in which case the applicable
Earnest Money, including interest thereon, shall be returned to Purchaser
immediately following the applicable Seller's receipt of the Reports or (ii)<PAGE>
agree to cure the title objections identified by Purchaser, which cure may be
effectuated by causing the Title Insurer, at such Seller's expense, to insure
over any objection, if applicable.
3. Assignment of Partnership Interests. If requested to do so by
Purchaser, each Seller hereby agrees, at no cost or expense to such Seller, to
cooperate in good faith with Purchaser in structuring the conveyance of
Property by the applicable Seller to Purchaser as a conveyance of title to such
Property by the applicable Seller into a partnership or limited liability
company having the applicable Seller and/or affiliates of the applicable Seller
as its sole partners (or members) and then, at closing, assigning to Purchaser
the partnership (or membership) interests in the partnership (or limited
liability company). In such case, the Purchaser hereby agrees to indemnify and
hold the applicable Seller harmless from and against any and all loss, cost,
expense, liability or damage (including reasonable attorneys fees) incurred by
such Seller arising out of Seller's conveyance in and out of such partnership
(or limited liability company) provided that such loss, cost, expense,
liability or damage (including reasonable attorneys fees) would not have been
suffered or incurred by such Seller if such Property had been conveyed directly
by such Seller to Purchaser.
4. Miscellaneous
A. Except as modified herein, each Purchase Agreement shall remain
unmodified and in full force and effect.
B. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date and year first above written.
[See Attached Signature Blocks]<PAGE>
PURCHASER
ERP OPERATING LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Equity Residential Properties Trust,
a Maryland real estate investment
trust
By: /s/Linda A. Menich
------------------------------------
Name: Linda A. Menich
------------------------------------
Title: Assistant Vice President
------------------------------------<PAGE>
Post Place Apartments
GEORGIA PLACE PARTNERS, an Illinois general
partnership
By: BIPIDS Limited Partnership, an Illinois
limited partnership, a general partner
By: IDS Balcor Income Partners A Real
Estate Limited Partnership, a Delaware
limited partnership, its general
partner
By: Balcor Affiliated Partners-87,
Inc., an Illinois corporation,
its general partner
By: /s/Alan Lieberman
---------------------------
Name: Alan Lieberman
Its: Authorized Agent<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 8226
<SECURITIES> 0
<RECEIVABLES> 32
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8290
<PP&E> 7663
<DEPRECIATION> 3213
<TOTAL-ASSETS> 12740
<CURRENT-LIABILITIES> 211
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 12529
<TOTAL-LIABILITY-AND-EQUITY> 12740
<SALES> 0
<TOTAL-REVENUES> 4194
<CGS> 0
<TOTAL-COSTS> 600
<OTHER-EXPENSES> 387
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3207
<INCOME-TAX> 0
<INCOME-CONTINUING> 3207
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3207
<EPS-PRIMARY> 42.91
<EPS-DILUTED> 42.91
</TABLE>
