SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) January 8, 1998
OUTLET CENTRE PARTNERS
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Exact Name of Registrant
Illinois 0-16717
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State or other jurisdiction Commission file number
2355 Waukegan Road
Suite A200
Bannockburn, Illinois 36-3498737
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Address of principal I.R.S. Employer
executive offices Identification
Number
60015
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Zip Code
Registrant's telephone number, including area code:
(847) 267-1600
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ITEM 5. OTHER EVENTS
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As previously reported, the Partnership contracted to sell the Factory Outlet
Centre, Bristol, Wisconsin (the "Property") at a sale price of $15,000,000.
Pursuant to letter agreements between the Partnership and the purchaser,
Clearview Investments, Ltd., the closing was extended. The purchaser assigned
its rights under the agreement of sale to an affiliate, Clearview-Kenosha LLC,
and the sale closed on January 8, 1998. Pursuant to a letter agreement, the
purchaser received a $935,000 credit against the sale price for tenant
improvements and renovations at the Property.
From the proceeds of the sale, the Partnership will repay the outstanding
balance of the first mortgage loan of $12,279,304 and paid $305,000 as a
brokerage fee to Insignia Mortgage & Investment Company and $194,745 in
closing costs. The Partnership received the remaining proceeds of
approximately $1,286,000. Upon repayment of the first mortgage loan, the
Partnership will also receive from the lender approximately $815,045 previously
deposited by the Partnership in an escrow account with the lender in 1994 when
the first mortgage loan was obtained.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(A) FINANCIAL STATEMENTS AND EXHIBITS:
None
(B) PRO FORMA FINANCIAL INFORMATION:
None
(C) EXHIBITS:
(99) (i) Letter Agreement dated November 19, 1997 relating to the
sale of Factory Outlet Centre, Bristol, Wisconsin.
(ii) Letter Agreement dated December 2, 1997 relating to the
sale of Factory Outlet Centre, Bristol, Wisconsin.
(iii) Letter Agreement dated December 10, 1997 relating to the
sale of Factory Outlet Centre, Bristol, Wisconsin.
(iv) Letter Agreement dated December 23, 1997 relating to the
sale of Factory Outlet Centre, Bristol, Wisconsin.
No information is required under Items 1, 2, 3, 4, 6 and 8 and these items
have, therefore, been omitted.
Signature
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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 hereunto duly authorized.
OUTLET CENTRE PARTNERS
By: Balcor Partners-XXII, an
Illinois general partnership,
its general partner
By: The Balcor Company, a Delaware
corporation, a partner
By: /s/ John K. Powell, Jr.
------------------------------------
John K. Powell, Jr.
Senior Vice President
Dated: January 23, 1998
<PAGE>
CLEARVIEW INVESTMENTS, LTD.
November 19, 1997
Factory Outlet Centre Limited Liability Company
c/o The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road, Suite A-200
Bannockburn, IL 60015
Re: Agreement of Sale dated as of August 25, 1997 between Insignia Commercial
Investments Group, Inc. ("Assignor") and Factory Outlet Centre Limited
Liability Company ("Seller") for the purchase and sale of property known
as the Factory Outlet Center in Kenosha, Wisconsin ("Property") as amended
by September 8, 1997 Letter Agreement, as amended by October 7, 1997
Letter Agreement, as amended by November 4, 1997 Letter Agreement, as
amended by November 7, 1997 Letter Agreement and as assigned on October
24, 1997 to Clearview Investments, Ltd. ("Assignee") herein referred to as
Purchaser
Dear Madam or Sir:
Under the above referenced Agreement of Sale, the Purchase Price (as
defined herein) is $15,000,000.00, the Inspection Period, as defined therein,
expires on November 24, 1997 and the Closing date, as defined therein, was to
be December 15, 1997.
This letter shall confirm that Seller, has among other things, agreed to
provide Purchaser with additional time to conduct investigations and studies of
the Property. It shall be at Purchaser's sole discretion, whether to elect to
purchase the Property, or to terminate the Agreement of Sale, as provided in
Article 7 thereof.
The Inspection Period shall be revised to end at 3:00 p.m. Chicago time on
December 5, 1997 and the Closing Date shall be December 30, 1997.
Except as provided herein, the Agreement of Sale shall remain unmodified
and in full force and effect.
The date that Purchaser shall release the Earnest Money to Seller pursuant
to the Consent to Assignment of the agreement dated October 24, 1997 shall be
revised from November 24, 1997 to December 5, 1997.
If the amendments to the Agreement of Sale provided to this letter are
acceptable, please indicate your agreement on behalf of Seller, where indicated
below.
<PAGE>
Sincerely Yours,
CLEARVIEW INVESTMENTS, LTD.
By: Redbud Capital, Inc.,
General Partner
By: /s/Carla B. Fulton
--------------------------------------
Carla B. Fulton, Vice President
ACCEPTED AND AGREED TO THIS
19th DAY OF NOVEMBER, 1997.
FACTORY OUTLET CENTRE LIMITED LIABILITY COMPANY
By: Outlet Centre Investors, a member
By: Balcor Partners-XXI, its general partner
By: /s/ Beth Goldstein
--------------------------------
Name: Beth Goldstein
Title: Authorized Representative
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CLEARVIEW INVESTMENTS, LTD.
December 2, 1997
Factory Outlet Centre Limited Liability Company
c/o The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road, Suite A-200
Bannockburn, IL 60015
Re: Agreement of Sale dated as of August 25, 1997 between Insignia Commercial
Investments Group, Inc. ("Assignor") and Factory Outlet Centre Limited
Liability Company ("Seller") for the purchase and sale of property known
as the Factory Outlet Center in Kenosha, Wisconsin ("Property") as amended
by September 8, 1997 Letter Agreement, as amended by October 7, 1997
Letter Agreement, as amended by November 4, 1997 Letter Agreement, as
amended by November 7, 1997 Letter Agreement, as amended by November 19,
1997 Letter Agreement and as assigned on October 24, 1997 to Clearview
Investments, Ltd. ("Assignee") herein referred to as Purchaser
Dear Madam or Sir:
Under the above referenced Agreement of Sale, the Purchase Price (as
defined herein) is $15,000,000.00, the Inspection Period, as defined therein,
expires December 5, 1997 and the Closing date, as defined therein, was to be
December 30, 1997.
This letter shall confirm that Seller, has among other things, agreed to
provide Purchaser with additional time to conduct investigations and studies of
the Property. It shall be at Purchaser's sole discretion, whether to elect to
purchase the Property, or to terminate the Agreement of Sale, as provided in
Article 7 thereof.
The Inspection Period shall be revised to end at 3:00 p.m. Chicago time on
December 12, 1997 and the Closing Date shall be December 30, 1997.
Except as provided herein, the Agreement of Sale shall remain unmodified
and in full force and effect.
The date that Purchaser shall release the Earnest Money to Seller pursuant
to the Consent to Assignment of the agreement dated October 24, 1997 shall be
revised from December 5, 1997 to December 12, 1997.
If the amendments to the Agreement of Sale provided to this letter are
acceptable, please indicate your agreement on behalf of Seller, where indicated
below.
<PAGE>
Sincerely Yours;
CLEARVIEW INVESTMENTS, LTD.
By: Redbud Capital, Inc.,
General Partner
By: /s/Carla B. Fulton
----------------------------------------
Carla B. Fulton, Vice President
ACCEPTED AND AGREED TO THIS
___ DAY OF DECEMBER, 1997.
FACTORY OUTLET CENTRE LIMITED LIABILITY COMPANY
By: Outlet Centre Investors, a member
By: Balcor Partners-XXI, its general partner
By: /s/ Beth Goldstein
--------------------------------
Name: Beth Goldstein
Title: Authorized Agent
<PAGE>
CLEARVIEW INVESTMENTS, LTD.
December 10, 1997
Factory Outlet Centre Limited Liability Company
c/o The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road, Suite A-200
Bannockburn, IL 60015
Re: Agreement of Sale dated as of August 25, 1997 between Insignia Commercial
Investments Group, Inc. ("Assignor") and Factory Outlet Centre Limited
Liability Company ("Seller") for the purchase and sale of property known
as the Factory Outlet Center in Kenosha, Wisconsin ("Property") as amended
by September 8, 1997 Letter Agreement, as amended by October 7, 1997
Letter Agreement, as amended by November 4, 1997 Letter Agreement, as
amended by November 7, 1997 Letter Agreement, as amended by November 19,
1997 Letter Agreement and as assigned on October 24, 1997 to Clearview
Investments, Ltd. ("Assignee") herein referred to as Purchaser
Dear Madam or Sir:
Under the above referenced Agreement of Sale, the Purchase Price (as
defined herein) is $15,000,000.00, the Inspection Period, as defined therein,
expires December 12, 1997 and the Closing date, as defined therein, was to be
December 30, 1997.
This letter shall confirm that Seller, has among other things, agreed to
amend the Agreement as follows:
Seller shall credit on the closing statement to Purchaser $550,000.00 for
(Tenant Improvements, shopping center renovation)
Purchaser shall be entitled to extend the Closing Date to January 16, 1997
by placing with the Title Company an additional $100,000 Earnest Money on or
before 5:00 p.m. Chicago time, December 23, 1997. The $100,000 additional
Earnest Money shall be released then to Seller and shall be non-refundable to
Purchaser but applicable to the Purchase Price.
Except as provided herein, the Agreement of Sale shall remain unmodified
and in full force and effect.
The date that Purchaser shall release the Earnest Money to Seller pursuant
to the Consent to Assignment of the agreement dated October 24, 1997 shall be
upon full execution of this Letter Agreement and also the Inspection Period, as
defined in the Agreement of Sale, shall expire on full execution of this Letter
Agreement.
If the amendments to the Agreement of Sale provided to this letter are
acceptable, please indicate your agreement on behalf of Seller, where indicated
below.
<PAGE>
Sincerely Yours,
CLEARVIEW INVESTMENTS, LTD.
By: Redbud Capital, Inc.,
General Partner
By: /s/ Carla B. Fulton
----------------------------------------
Carla B. Fulton, Vice President
ACCEPTED AND AGREED TO THIS
10th DAY OF DECEMBER, 1997.
FACTORY OUTLET CENTRE LIMITED LIABILITY COMPANY
By: Outlet Centre Investors, a member
By: Balcor Partners-XXI, its general partner
By: /s/ John K. Powell, Jr.
--------------------------------
Name: John K. Powell, Jr.
Title: Senior Vice President
<PAGE>
CLEARVIEW INVESTMENTS, LTD.
December 23, 1997
Factory Outlet Centre Limited Liability Company
c/o The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road, Suite A-200
Bannockburn, IL 60015
Re: Agreement of Sale dated as of August 25, 1997 between Insignia Commercial
Investments Group, Inc. ("Assignor") and Factory Outlet Centre Limited
Liability Company ("Seller") for the purchase and sale of property known
as the Factory Outlet Center in Kenosha, Wisconsin ("Property") as amended
by September 8, 1997 Letter Agreement, as amended by October 7, 1997
Letter Agreement, as amended by November 4, 1997 Letter Agreement, as
amended by November 7, 1997 Letter Agreement, as amended by November 19,
1997 Letter Agreement, as amended by December 2, 1997 Letter Agreement, as
amended by December 10, 1997, as amended by December 23, 1997 and as
assigned on October 24, 1997 to Clearview Investments, Ltd. ("Assignee")
herein referred to as Purchaser
Dear Madam or Sir:
Under the above referenced Agreement of Sale, the Purchase Price (as
defined herein) is $15,000,000.00, the Inspection Period, as defined therein,
expires December 12, 1997 and the Closing date, as defined therein, was to be
December 30, 1997.
This letter shall confirm that Seller and Purchaser have agreed to delete
the third paragraph in Letter Agreement dated December 10, 1997 and insert in
its place the following:
Seller shall credit on the closing statement to Purchaser $935,000.00 for
(Tenant Improvements, shopping center renovation).
Except as provided herein, the Agreement of Sale shall remain unmodified
and in full force and effect.
If the amendments to the Agreement of Sale provided to this letter
are acceptable, please indicate your agreement on behalf of Seller, where
indicated below.
Sincerely yours,
CLEARVIEW INVESTMENTS, LTD.
By: Redbud Capital, Inc.,
General Partner
By:/s/ Carla B. Fulton
-----------------------------------
Carla B. Fulton, Vice President
<PAGE>
ACCEPTED AND AGREED TO THIS
23rd DAY OF DECEMBER, 1997.
FACTORY OUTLET CENTRE LIMITED LIABILITY COMPANY
By: Outlet Centre Investors, a member
By: Balcor Partners-XXI, its general partner
By: /s/ Thomas E. Meador
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Name: Thomas E. Meador
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Title: CHMN CEO
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