<PAGE>
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT: AUGUST 16, 1996
Associated Planners Realty Growth Fund, (a California Limited Partnership)
(Exact name of registrant as specified in its charter)
California 33-13983 95-4119808
(State or other jurisdiction (Commission File Number)(IRS Taxpayer I.D. Number)
of incorporation or organization)
5933 WEST CENTURY BLVD., 9TH FLOOR, LOS ANGELES, CA 90045-5454
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (310) 670-0800
<PAGE>
Item 2. Acquisition or Disposition of Assets
On August 16, 1996, the Guardian Life Insurance Company of America
("Guardian"), the lender, took possession of the Parkcenter Office Building
(the "Building"), located in Santa Ana, California. This transaction was
consummated through the transfer of title in a transaction commonly known as
"deed-in-lieu-of-foreclosure". The Partnership had failed to make mortgage
payments (due on a loan to Guardian) since March 1, 1996. Guardian recorded
a Notice of Default with the County of Orange on June 19, 1996 with respect
to the Deed of Trust on the property. As a result of the arms-length
negotiations, a foreclosure of the property by the lender was averted. The
balance of accrued interest and principal at the time of the transfer was
$1,771,785. Security deposits held by the Partnership, totaling $18,527,
were retained by the Partnership as part of the settlement of the transfer.
The General Partner, West Coast Realty Advisors, had deferred collection of
fees and made cash advances to the Partnership, in order to allow the
Partnership to continue operating the Building, even though the combination of
low rental rates and high occupancy, was making it difficult for the
Partnership to meet its obligations under the mortgage obligation to
Guardian, and remain solvent. In the General Partner's opinion, the
long-term outlook for the property was not positive enough to justify the
continued advance of funds to the Partnership. The General Partner does not
expect to collect the majority of the deferred fees and cash advances made,
in prior periods. A decision on the disposition of those deferred fees will
be made at a later date.
The Partnership effectively relinquished the property for the value of the
accrued debt and interest that the Guardian forgave --$1,771,785. As a
result, the Partnership recorded a net gain of approximately $779,000--
resulting from the difference between the book value of the property
($992,430, which takes into account the $1,912,727 impairment in value
recorded in 1995) and the value of the debt forgiven by the lender
($1,771,785). However, for tax purposes, the amount of net loss that will
be recorded is approximately $1,133,000. This is the tax basis of the
property (cost less accumulated deprecation - $2,905,157) less the amount of
debt forgiven by the lender ($1,771,785).
<PAGE>
Item 7. Financial Statements and Exhibits
(a) Pro forma financial information
The Parkcenter Building was transferred to the Guardian Life Insurance
Company of America (the "Guardian") on August 16, 1996. The following
unaudited condensed balance sheet of the Partnership assumes that the
property had been disposed of at June 30, 1996. The statement is prepared
on a generally accepted accounting basis.
<TABLE>
Associated Planners Realty Growth Fund
Pro Forma Balance Sheet
(Unaudited)
<CAPTION>
June 30, 1996 Pro Forma June 30, 1996
As Reported Adjustments Pro Forma
<S> <C> <C> <C>
Rental Real Estate, net of
accumulated depreciation $1,260,088 $(992,430)(a) $267,658
Cash and Cash Equivalents 18,326 18,326
Other Receivables 3,784 3,784
Other Assets 10,014 10,014
Total Assets 1,292,212 (992,430) 299,782
Payable To Affiliates 219,990 219,990
Other Accrued Liabilities 146,403 (94,835)(a) 51,568
Note Payable - Related Party 150,000 150,000
Security Deposits and Prepaid Rent 20,559 (18,527)(a) 2,032
Note Payable - Insurance Company 1,674,918 (1,674,918)(a) ----
Total Liabilities 2,211,870 (1,788,280) 423,590
Limited Partner Equity (902,496) 787,892(a) (114,604)
General Partner Equity (17,162) 7,958(a) (9,204)
Total Partners Equity (919,658) 795,850 (123,808)
Total Liabilities and Equity 1,292,212 992,430 299,782
</TABLE>
<PAGE>
Associated Planners Realty Growth Fund
Notes to Pro Forma Balance Sheet
June 30, 1996
The pro forma balance sheet is intended to reflect the effect of the
transfer of the Park Center property from Associated Planners Realty Growth
Fund to the lender as if the transaction took place on June 30, 1996. The
transaction is reported on a generally accepted accounting basis.
Note (a) Transfer of Property
These entries reflect the decrease in rental estate, security deposits,
other accrued liabilities (interest payable), and notes payable as a result
of the transfer of the property. In addition, due to the write-off of
security deposits and the difference between the book value of the property
and the debt forgiven, a gain of $795,850 is allocated to the limited
partners (99% - $787,892) and the General Partners (1% - $7,958).
The following pro forma statements of loss assume that the Parkcenter
Building had been transferred to the Guardian on January 1, 1995 and
January 1, 1996 (to reflect the pro forma results for the year ended
December 31, 1995 and June 30, 1996, respectively). The pro forma
statements of loss do not reflect the gain (on an accounting basis) realized
from the transfer of ownership to the Guardian.
<PAGE>
<TABLE>
Associated Planners Realty Growth Fund
Pro Forma Statements of Loss
(Unaudited)
<CAPTION>
For the six months ended June 30, 1996 For the year ended December 31, 1995
As reported Adjustments Pro Forma As reported Adjustments Pro Forma
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Rental Revenue 118,597 (110,942)(1) 7,655 $243,067 (219,129)(1) 23,938
Interest Income 95 95 147 147
Total Revenues 118,692 (110,942) 7,750 243,214 (219,129) 24,085
Costs and Expenses:
Operating 86,999 (80,000)(2) 6,999 118,523 (108,523)(2) 10,000
Interest 114,923 (109,299)(3) 5,624 188,998 (176,840)(3) 12,158
General and
Administrative 20,530 20,530 58,465 58,465
Depreciation
and amortization 15,840 (12,420)(4) 3,420 66,396 (59,556)(4) 6,840
Impairment Loss -- --- 1,912,727(1,912,727)(5) ----
Total Costs
and Expenses 238,292 (203,539) 34,753 2,345,109(2,257,646) 87,463
Net Loss (119,600) 92,597 (27,003)(2,101,895)2,038,517 (63,378)
</TABLE>
<PAGE>
Associated Planners Realty Growth Fund
Notes to Pro Forma Income Statements
For the Six months Ended June 30, 1996 and Year Ended December 31, 1995
The pro forma income statements are intended to reflect the effect of the
transfer of the Park Center property from Associated Planners Realty Growth
Fund to the lender as if the transaction took place on January 1, 1996 or
January 1, 1995.
Notes
(1) To reflect the decrease in rental income as the result of the transfer
of the Parkcenter Building. The remaining rental income pertains to the 10%
interest the Partnership owns in an industrial building located in San Marcos,
California.
(2) To reflect decrease in property operating expenses due to the transfer of
the Park Center Building.
(3) To eliminate interest expense that pertains to the loan from an The
Guardian Insurance Company securing the Parkcenter property.
(4) To eliminate depreciation expense pertaining to the Parkcenter property.
(5) To eliminate the impairment loss that was recognized in 1995 in
connection with the estimated decline in the value of the Parkcenter building.
<PAGE>
Exhibit 1. Deed in Lieu Agreement Dated August 13, 1996 By and Between The
Guardian Life Insuarnce Company of America and Associated Planners Realty
Growth Fund.
<PAGE>
DEED IN LIEU AGREEMENT
Dated as of August 13, 1996
By and Between
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
(as "Lender')
and
ASSOCIATED PLANNERS REALTY GROWTH FUND
(as "Borrower')
TABLE OF CONTENTS
PAGE
ARTICLE 1. Definitions 2
ARTICLE 2. Transfer and Release Transactions 6
SECTION 2.1. Borrower's Obligations 6
SECTION 2.2. Lender's Obligations 7
SECTION 2.3. Absolute Conveyance 7
ARTICLE 3. Conditions Precedent 8
SECTION 3. I. Conditions Precedent to Lender's Obligation 8
SECTION 3.2. Conditions Precedent to Borrower's Obligations 8
SECTION 3.3. Borrower Deliveries 9
ARTICLE 4. Closing and Payment of Costs and Expenses 9
SECTION 4. I. Closing 9
SECTION 4.2. Title Company 9
SECTION 4.3. Costs and Expenses 10
SECTION 4.4. Other Amounts Due 10
ARTICLE 5. Representations and Warranties 10
SECTION 5.I. Representations and Warranties of Borrower 10
SECTION 5.2. Representations and Warranties of Lender 13
SECTION 5.3 Other Provisions Regarding Representations
and Warranties 13
ARTICLE 6. No Merger 14
ARTICLE 7. Miscellaneous 14
SECTION 7. I. Borrower's Indemnities 14
SECTION 7.2. Third Party Beneficiaries 15
SECTION 73. Further Assurances 15
SECTION 7.4. Assignment 15
SECTION 7.5. Persons Bound 15
SECTION 7.6. Time of Essence 15
SECTION 7.7. Entire Agreement 15
SECTION 7.8. Modifications and Waivers 15
SECTION 7.9. Notices 15
<PAGE>
PAGE
SECTION 7.10. Choice of Law 16
SECTION 7.1 1. Headings 16
SECTION 7.12. Counterparts 16
SECTION 7.13. No Partnership or Joint Venture 16
SECTION 7.14. Interpretation 16
SECTION 7.15. Survival 16
SECTION 7.16. Severability 16
SECTION 7.17. Continuing Cooperation 17
SECTION 7.18. Attorneys' Fees 17
SECTION 7.19. Rescission of Notice of Default 18
SECTION 7.20. Expiration of Covenants 18
SECTION 7.21. August Invoices 18
<PAGE>
DEED IN LIEU AGREEMENT
THIS DEED IN LIEU AGREEMENT (this "Agreement") dated as of
August 13, 1996, is made and entered into by and between THE GUARDIAN LIFE
INSURANCE COMPANY OF AMERICA, a New York corporation ("Lender"), and
ASSOCIATED PLANNERS REALTY GROWTH FUND, a California limited partnership
("Borrower"), with respect to the following:
RECITALS
A. Lender is the holder and Borrower is the maker of that
certain Note dated November 10, 1989 (the "Note") executed in favor of Lender
to evidence a loan in the original amount of $1,675,000 (the "Loan").
B. The Loan is secured by that certain Deed of Trust and
Security Agreement with Assignment of Rents and Fixture Filing dated as of
November 10, 1989, executed in favor of First American Title Insurance
Company, as trustee, and Lender, as beneficiary, and recorded in the
Official Records of Orange County, California (the "Official Records") on
November 17, 1989 as Instrument No. 89-621805, and modified by that certain
Loan Modification Agreement and Amendment to Deed of Trust dated
November 30, 1995 between Borrower and Lender, recorded in the Official
Records on January 9, 1996 as Instrument No. 96-011208 (collectively, the
"Deed of Trust"). The Deed of Trust encumbers certain land located in
Orange County, California, as more particularly described in Exhibit A to
the Deed of Trust (the "Land").
C. The Loan is also secured by, among other things, that
certain Assignment of Leases dated as of November 10, 1989 (the "Assignment
of Leases") executed by Borrower in favor of Lender, and recorded in the
Official Records on November 17, 1989 as Instrument No. 89-621806.
D. In connection with the Loan, Borrower also executed in favor
of Lender that certain Assignment of Permits, Agreements, Licenses, Franchises
and Authorizations (the "Assignment of Permits"), that certain Borrower's
Affidavit, and that certain Environmental Representations, Covenants and
Indemnity (the "Indemnity"), each of even date with the Note.
E. The Note, Deed of Trust, Assignment of Leases, Assignment of
Permits and Borrower's Affidavit are sometimes collectively referred to herein
as the "Loan Documents. "
F. A material default under the Loan Documents has occurred by
reason of (and possibly among other things) the failure of Borrower to pay
certain installments of interest and principal due and owing to Lender under
the Note. In addition, Borrower has informed Lender that the Borrower is
presently unable and does not presently intend to make future installments
of interest and principal.
<PAGE>
G. The principal due under the Note, together with late
charges, accrued interest and all other costs, charges and fees, including
attorneys' fees and advances and payments made on account of real estate
taxes, if any, are secured by the Loan Documents and are herein collectively
referred to as the "Indebtedness."
H. The Indebtedness is justly due, owing and delinquent and
there is no offset, defense or counterclaim that Borrower has or could
sustain in connection therewith.
I. Lender has the right to pursue all of its remedies pursuant
to the Loan Documents and has caused to be recorded on June 19, 1996 in the
Official Records a Notice of Default with respect to the Deed of Trust (the
"Notice of Default").
J. Borrower has requested that Lender accept from Borrower a
deed in lieu of foreclosure with respect to the Real Property.
K. Upon the terms and conditions set forth herein, Borrower is
willing to convey to Lender the Real Property and certain related assets and
Lender is willing to accept all title to the Real Property and such other
assets, by deed in lieu of foreclosure, all in exchange for the respective
covenants of Borrower and Lender as set forth herein and other valuable
consideration.
L. After arm's-length negotiations, with each party represented
by counsel, the parties hereto agree to resolve the various outstanding
matters between them as hereinafter provided, and to keep all of the Loan
Documents in full force and effect, including without limitation the Deed of
Trust, all subject to the terms and provisions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises contained herein, the parties hereto agree as follows:
ARTICLE 1. Definitions.
Each of the following terms, when used in this Agreement or in the
exhibits hereto, shall have the meaning ascribed to each such term in this
Article 1. Capitalized terms used in this Agreement but not defined in this
Agreement shall have the same meanings as set forth in the Loan Documents
unless the context otherwise requires.
"Advisors" shall mean West Coast Realty Advisors, Inc., a California
corporation which is the corporate general partner of Borrower.
<PAGE>
"Affiliate" of any entity shall mean any Person directly or
indirectly controlling, controlled by or under common control with, such
entity, whether through the ownership of voting securities or partnership
interests, by contract or otherwise.
"Assets" shall mean all real and personal property to be conveyed
to Lender under the terms of this Agreement, including without limitation the
Real Property and Personal Property.
"Assignment of Contracts" shall mean an Assignment of Contracts in
form and substance acceptable to Borrower and Lender pursuant to which
Borrower assigns to Lender Borrower's interest in and to the Operating
Contracts listed on Exhibit A attached to the Assignment of Contracts.
"Assignment of Leases" shall mean an Assignment of Leases in form
and substance acceptable to Borrower and Lender pursuant to which Borrower
assigns to Lender Borrower's interest in and to the Tenant Leases listed on
Exhibit B attached to the Assignment of Leases.
"Assignment of Warranties and Guarantees" shall mean an Assignment
of Warranties and Guarantees in form and substance acceptable to Borrower and
Lender pursuant to which Borrower assigns to Lender all of Borrower's interest
in all warranties and guarantees relating to the Assets being conveyed to
Lender under this Agreement and the other Closing Documents.
"Bill of Sale" means a bill of sale in form and substance acceptable
to Borrower and Lender pursuant to which Borrower conveys to Lender all of
Borrower's interest in and to the Personal Property.
"Books and Records" means all financial and other books and records
maintained in connection with the operation of the Real Property and Personal
Property (including all operating statements), all building plans,
specifications and drawings, engineering and other documents prepared in
connection with the construction, reconstruction, maintenance, repair,
management or operation of the Real Property and Personal Property, which are
within the possession of or under the control of Borrower, but excluding the
Excluded Assets.
"Borrower Release" shall mean a release and covenant not to sue in
form and substance acceptable to Borrower and Lender executed by Lender in
favor of Borrower.
<PAGE>
"Certifying General Partner" shall mean West Coast Realty Advisors,
Inc., a California corporation.
"Closing" shall mean the consummation of the transactions
contemplated hereby on the Closing Date.
"Closing Date" shall mean the date upon which the Grant Deed is
recorded in the Official Records.
"Closing Documents" shall mean this Agreement and any and all
instruments and agreements executed by the parties hereto in connection with
the transactions contemplated by this Agreement.
"Excluded Assets" shall mean (i) all computer hardware and software
of Borrower, Advisors and/or West Coast which is utilized to maintain the
financial, accounting and other records of the Borrower as well as the Real
Property, (ii) books and records maintained by Borrower, Advisors and/or West
Coast in connection with the operation of the Real Property which also have
been or are now maintained in connection with the interest of Borrower,
Advisors or West Cost in their other business or assets, and (iii) all other
assets of Borrower, Advisors or West Coast which do not relate to the Real
Property or the business conducted thereon by Borrower.
"Grant Deed" shall mean a grant deed in form and substance
acceptable to Borrower and Lender executed and acknowledged by Borrower, and
conveying the Real Property to Lender.
"Hazardous Materials" shall mean (i) "hazardous substances," as
defined by the Comprehensive Environmental Response, Compensation, and
Liability Act, 42 U.S.C. S 9601 et seq. 5M.; (ii) "hazardous wastes," as
defined by the Resource Conservation and Recovery Act, 42 U.S.C. S 6902 et
seq.; (iii) any pollutant or contaminant or hazardous, dangerous or toxic
chemicals, materials, or substances within the meaning of any other
applicable federal, state, or local law, regulation, ordinance, or
requirement (including consent decrees and administrative orders) relating
to or imposing liability or standards of conduct concerning any hazardous,
toxic or dangerous waste, substance or material, all as amended; (iv) any
radioactive material, including any source, special nuclear or by-product
material as defined at 42 S 2011 et seq., as amended; (v) asbestos
in any form or condition; and (vi) polychlorinated biphenyl's.
"Indemnities" shall have the meaning set forth in Section 7.1
hereof.
<PAGE>
"Intangible Personal Property" shall mean all of the estate, right, title,
interest, property, possession, claim and demand whatsoever at law, as well as
in equity, of Borrower if any, in, to and for the following insofar as the
same arise from or relate to the Real Property and any business conducted on
the Real Property by Borrower: all permits, licenses and franchises, and all
rents, issues, profits and revenues of the Real Property from time to time
accruing since March 1, 1996 (including, without limitation, all payments\
under leases or tenancies, proceeds of insurance, condemnation payments and
tenant security deposits received after March 1, 1996, subject to the
provisions of Section 4.4 hereof), and all inventory, accounts, accounts
receivable, contract rights and general intangibles (including, without
limitation, warranties, guarantees, claims and causes of action), chattel
paper, instruments, documents, notes, drafts, letters of credit, escrow
funds, cash on hand and in bank accounts, cash equivalents, property tax
refunds, rights under applications for tax reductions, insurance policies,
insurance and condemnation awards and proceeds, utility deposits, trade
names, trademarks and service marks and all books, records and files
relating to any of the foregoing reasonably necessary for the continuing
operation of the Real Property, except for the Excluded Assets.
"Land" shall have the meaning set forth in Recital B hereof.
"Lender Release" shall mean a release and covenant not to sue in
form and substance acceptable to Lender and Borrower executed by Borrower
in favor of Lender.
"Operating Contracts" shall mean all construction contracts,
architect's agreements, management agreements and service and other contracts
relating to construction, maintenance or operation of the Real Property and
Personal Property and all brokerage agreements relating to the sale or
leasing of the Real Property and Personal Property in each case which have
been entered into by or on behalf of Borrower.
"Partnership Authorization Documents" shall mean with respect to
Borrower, a copy of its agreement of limited partnership and a certified LP-1,
in each case certified by its Certifying General Partner, and any other
document or certificate reasonably requested by Lender to confirm that the
documents and transactions contemplated hereunder have been duly authorized
and executed.
<PAGE>
"Person" shall mean any individual, partnership, corporation,
unincorporated association, trust or other entity.
"Personal Property" shall mean the Tangible Personal Property and
the Intangible Personal Property.
"Real Property" shall mean the Land, and all buildings, structures,
improvements, fixtures and other items of real property located thereon
(excluding fixtures owned by the tenants), and, to the extent of Borrower's
interest (if any), all easements, rights-of-way, strips and gores of land,
vaults, streets, ways, alleys, passages, sewer rights, waters, water courses,
water rights and powers, and all estates, rights, titles, interests,
licenses, privileges, liberties, tenements, hereditaments, and appurtenances
whatsoever, in any way belonging, relating or appertaining to the Land, or
any part thereof, and any and all reversionary or remainder interests in
favor of Borrower in any of the foregoing.
"Related Person" shall mean Borrower, any Affiliate of Borrower or
its successors and assigns (other than a trustee or debtor-in-possession in
bankruptcy), or the trustee or debtor-in-possession in a bankruptcy of
Borrower.
"Tangible Personal Property' shall mean all of the estate, right,
title, interest, property, possession, claim and demand whatsoever at law, as
well as in equity, of Borrower, if any, in, to and for the following insofar
as the same are attached to any buildings, structures or improvements located
on the Real Property or are located in, on or about the Real Property or,
wherever located (including, without limitation, in warehouses or other
storage facilities or in the possession of or on the premises of vendors or
manufacturers thereof), are used or intended to be used in or in connection
with the construction, fixturing, equipping, furnishing, use, operation,
maintenance, beautification or enjoyment of the Real Property: all
furnishings, furniture, fixtures, artwork, displays, display materials,
signs, machinery, equipment, appliances, systems, building materials
(including supplies and tools), keys and other tangible personal property of
every kind and nature whatsoever relating to the Real Property including
without limitation, all gas and electric fixtures, radiators, heaters,
engines and machinery, boilers, ranges, elevators and motors, plumbing and
heating fixtures and systems, carpeting and other floor coverings, wall
coverings, water heaters, vending machines, mirrors, mantels, decorative
objects, air conditioning apparatus and systems, refrigerating plant,
refrigerators, computers and all hardware and software therefor, typewriters
and other office equipment, supplies and furnishings, cooking apparatus and
appurtenances, electrical, electronic and mechanical equipment and systems
used to monitor, control, maintain or operate the Real Property (including
television monitors and cameras), radio, telephone, facsimile, xerography
and other communications equipment and systems, window screens, awnings,
storm sashes, window cleaning equipment, plantings and other exterior and
interior landscaping fixtures, ma and advertising material of every media
(including brochures, displays, building models and videotapes) and all
warehouse receipts or other documents of title relating to any of the
foregoing, together with the benefit of any deposits or payments now or
hereafter made by Borrower or, on its behalf in connection with any of the
foregoing but in all cases excluding the Excluded Assets.
<PAGE>
"Tenant Closing Notice" shall mean, with respect to each tenant of
the Real Property, a notice from Borrower to such tenant in form and
substance acceptable to Lender and Borrower advising each tenant of the
Closing.
"Tenant Leases" shall mean the leases affecting the Real Property
under which Borrower is lessor and all amendments and modifications thereto
and certificates delivered thereunder or in connection therewith.
"Title Company" shall mean First American Title Insurance Company.
"West Coast" shall mean West Coast Realty Management Inc., a
California corporation which is the present managing agent for the Real
Property.
ARTICLE 2. Transfer and Release Transactions.
SECTION 2.1. Borrower's Obligations. On or prior to the Closing
Date, Borrower shall deliver the following documents to Lender. Lender's
receipt of each of these documents shall be a condition precedent to the
effectiveness of this Agreement.
(a) The Grant Deed, duly executed and acknowledged by Borrower;
(b) The Bill of Sale, duly executed by Borrower;
(c) The Assignment of Leases, duly executed by Borrower;
(d) The Assignment of Contracts, duly executed by Borrower;
(e) The Assignment of Warranties and Guarantees, duly executed by
Borrower;
(f) The Lender Release, duly executed by Borrower;
(g) A legal opinion from Borrower's counsel, in form and substance
satisfactory to Lender, to the effect that this Agreement and
the other Closing Documents have been duly authorized and
executed by Borrower; and
(h) The Partnership Authorization Documents.
<PAGE>
(I) Originals of all Tenant Leases to be assigned to Lender, or, to
the extent no originals exist, legible photocopies thereof with
a certificate of Borrower as to the authenticity of such
photocopies;Originals of all Operating Contracts to be assigned
to Lender, or, to the extent no originals exist, legible
photocopies thereof with a certificate of Borrower as to the
authenticity of such photocopies;
(k) The Books and Records to be assigned to Lender, or, to the
extent no originals exist, legible photocopies thereof with a
certificate of Borrower as to the authenticity of such
photocopies;
(l) Originals of all licenses and permits in Borrower's possession,
or to the extent no originals exist, legible photocopies
thereof-, and
(m) A Tenant Closing Notice signed by Borrower that can be sent to
each tenant of the Real Property.
SECTION 2.2. Lender's Obligations. On the Closing Date, Lender shall
deliver to Borrower the Borrower Release, duly executed by Lender.
SECTION 2.3. Absolute Conveyance. Borrower and Lender acknowledge and agree
that the conveyance of the Assets to Lender according to the terms of this
Agreement shall be an absolute conveyance and unconditional transfer,
effective as of the Closing Date, of all of Borrower's rights, title and
interest in and to the Assets in fact as well as form and is not intended as
a mortgage, trust conveyance, deed of trust or security interest of any
kind; that the consideration for such conveyance is exactly as recited
herein; and that Borrower shall not have any further interest (including
rights of redemption) or claims in and to the Assets or to the proceeds or
profits which may be derived thereof, of any kind whatsoever, including,
without limitation, any right to possession of the Assets. In the event
that, contrary to the foregoing, a court shall at any time hereafter
determine that Borrower has any equitable and/or statutory rights of
redemption in the Assets, then for the consideration herein set forth,
Borrower hereby sells, transfers and conveys to Lender and waives for
itself and its successors and assigns any and all equitable and statutory
rights of redemption with respect to the Assets. Borrower acknowledges and
agrees that, under the terms of this Agreement, valuable consideration has
been given for this transfer and waiver.
ARTICLE 3. Conditions Precedent.
SECTION 3.1. Conditions Precedent to Lender's Obligations. The Closing and
Lender's obligations with respect to the transactions contemplated by this
Agreement are subject to the satisfaction, not later than the Closing Date,
of the following conditions:
<PAGE>
(a) Lender shall have received a binding written
commitment, effective as of the Closing Date, from the Title Company to issue
to Lender, upon the Closing (i) an ALTA Extended Coverage Owner's Policy of
title insurance (or, if requested by Lender, a binder therefor) with such
endorsements as shall be required by Lender (the "Title Policy"), insuring
Lender's title to the Real Property in an amount to be designated by
Lender, and (ii) a modification endorsement and a non-merger endorsement to
the existing lender's policy (the "Lender's Policy Datedown"), in each case
subject only to those conditions of title as shall be approved by Lender;
(b) Borrower shall have delivered the items described in
Sections 2.1 and 3.3;
(c) There shall be no breach of any of Borrower's
representations and warranties set forth in this Agreement and Borrower
shall have performed all of its obligations hereunder as of the Closing
Date;
(d) No order shall have been entered, at the request or as
a result of an action by a party other than Lender or an Affiliate of Lender,
by a court of competent jurisdiction or governmental agency enjoining or
otherwise prohibiting the consummation of the transactions under this
Agreement; and
(e) Lender shall have made or caused to be made such
inspection and audit of the Books and Records and other accounting and
financial records of Borrower as Lender shall deem necessary or desirable.
SECTION 3.2. Conditions Precedent to Borrower's Obligations. The
Closing and Borrower's obligations with respect to the transactions
contemplated by this Agreement are subject to the satisfaction, not later
than the Closing Date, of the following conditions:
(a) Lender shall have complied with its obligations pursuant to
Section 2.2;
(b) There shall be no breach of any of Lender's representations
and warranties set forth in Section 5.2 and Lender shall have
performed all of its obligations hereunder as of the Closing Date;
and
(c) No order shall have been entered, at the request or as a result of
an action by a party other than Borrower or an Affiliate of
Borrower, by a court of competent jurisdiction or governmental
agency enjoining or otherwise prohibiting the consummation of the
transactions under this Agreement.
<PAGE>
SECTION 3.3. Borrower Deliveries. In addition to the documents
described in Section 2.1, Borrower shall deliver the following documents to
Lender on the date respectively indicated. The delivery of each of these
items shall be a condition precedent to the Closing by Lender.
(a) On the Closing Date, possession of the Real Property,
the Tangible Personal Property and, to the extent deliverable, the
Intangible Personal Property (but with respect to the books, records and
files thereof, subject to the provisions of Section 7.17 hereof);
(b) On or prior to the Closing Date, certification as to
Borrower's non-foreign status as required pursuant to the Internal
Revenue Code of 1986, as amended (the "Internal Revenue Code"); and
(c) On or prior to the Closing Date, certification as to
Borrower's non-foreign status as required pursuant to the California
Revenue and Taxation Code.
ARTICLE 4. Closing and Payment of Costs and Expenses.
SECTION 4. I. Closing. The Closing shall occur as provided in this
Section 4.1.
(a) The documents specified in Section 2.1 (including the
Grant Deed) shall be deemed delivered by Borrower and accepted by Lender
concurrently with the Closing.
(b) Notwithstanding anything to the contrary contained in
this Agreement, neither the delivery nor the recordation of the Grant
Deed shall affect the lien of the Deed of Trust, which lien the parties
intend at all times to remain valid and effective.
SECTION 4.2. Title Company. Upon written instruction from Lender,
the Title Company shall record the Grant Deed in the Official Records.
SECTION 4.3 Costs and Expenses. Lender shall be responsible for
the payment of-.
(a) The premium and other charges for issuance of the
Title Policy and Lender's Policy Datedown;
(b) All survey costs and other costs associated with
the issuance of the Title Policy and Lender's Policy Datedown;
<PAGE>
(c) All costs associated with the recordation of the
Grant Deed and all documentary transfer taxes, if any, charged for the
transfer of the Real Property to Lender; and
(d) All of its attorneys' fees in excess of Ten Thousand
Dollars ($10,000.00) in connection with the negotiation, documentation
and consummation of the transactions contemplated by this Agreement.
On the Closing Date, Borrower shall pay to Lender in cash up to Ten Thousand
Dollars ($10,000.00) of the attorneys' fees described in Section 4.3(d)
hereof based upon its attorney's detailed invoice and final billing statement
(including time entries but not description of services).
SECTION 4.4. Other Amounts Due. To the extent not previously paid
to Lender, at or prior to the Closing, Borrower shall pay to Lender any and
all Rents and other revenues received in the operation of the Real Property
on or after March 1, 1996 and not applied to the payment of ordinary
operating expenses of the Real Property or to payment on account of amounts
due to Lender pursuant to the Loan Documents, provided, however, Borrower
shall not be obligated to pay to Lender (i) the amount of any security
deposits received under Tenant Leases by any prior owner of the Real
Property, (ii) the amount of any security deposits received under Tenant
Leases to the extent the same have been applied to the payment of ordinary
operating expenses of the Real Property (including tenant improvements
related to any new or renewed Tenant Lease) or the payment on account of
amounts due to Lender under the Loan Documents, or (iii) utility or other
deposits made by Borrower in connection with the operation of the Real
Property (the rights to which shall be assigned as part of the Intangible
Personal Property.)
ARTICLE 5. Representations and Warranties.
SECTION 5.1. Representations and Warranties of Borrower. Borrower
hereby makes the following representations and warranties, upon which Lender
has relied and will continue to rely:
(a) Authorization. This Agreement and the Closing
Documents to be executed by Borrower have been duly authorized, executed and
delivered by Borrower.
(b) Ownership. To the knowledge of Borrower, it owns the
Real Property and Personal Property free and clear of any and all liens,
easements, claims by any third party to any interest in the Real Property
and other encumbrances, (i) except those matters which are of record as of
the date of this Agreement (ii) the Tenant Leases; (iii) the Operating
Contracts, (iv) all matters that are shown as exclusions and exceptions in
the Title Policy, (v) all matters that would be revealed by an ALTA survey
of the Real Property, and (vi) all matters which would be revealed by
inquiry of tenants in possession of the Real Property. Borrower has not
granted, nor agreed to grant, any interest in all or any portion of the
Assets (including the grant of an option) to any Person other than Lender.
<PAGE>
(c) Litigation. To the knowledge of Borrower, there are no
actions, suits or proceedings currently pending or threatened, against
Borrower or any of the Assets or affecting this Agreement or the transactions
contemplated hereby. To the knowledge of Borrower, there are no governmental
investigations (including without limitation, condemnation or eminent domain
proceedings and environmental hazard investigations) currently pending or
threatened against Borrower or any of the Assets or affecting this Agreement
or the transactions contemplated hereby.
(d) Binding Obligations. This Agreement and, upon execution by
Borrower, the Closing Documents executed by Borrower, constitute the legal,
valid and binding obligations of Borrower enforceable against Borrower in
accordance with their terms except as such enforcement may be qualified or
limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws
affecting creditors' rights generally and general principles of equity.
(e) Brokers.. Borrower has not dealt with any person, FIRM or
corporation who is or may be entitled as a result of such dealings to any
finder's fee, brokerage commission or other sum in connection with the
execution of this Agreement and the Closing Documents executed by Borrower
and consummation of the transactions contemplated hereby and thereby.
(f) Compliance with Law. To the knowledge of Borrower, the Real
Property and the existing uses thereof comply in all material respects with
all applicable laws, ordinances, rules, regulations and requirements of all
governmental authorities having jurisdiction thereof material to the ownership
or operation of the Real Property, including, without limitation thereto,
those pertaining to zoning, subdivision, building, housing, safety, fire,
health and environmental hazards; but excluding any representation as to
compliance with the American with Disabilities Act or similar state and
local requirements or as to the existence or non-existence of asbestos in or
about the Real Property; to the knowledge of Borrower, no other property of
Borrower or any of its Affiliates not included as part of the Real Property
is necessary for such compliance or compliance by Borrower with any lease or
other agreement or restriction affecting the Real Property, and to the
knowledge of Borrower, it has not received written notice of any presently
uncured violation of such laws, ordinances, rules, regulations or
requirements. To the knowledge of Borrower, and except for usual and
ordinary business licenses and property tax reduction applications, Borrower
has not incurred any commitments or obligations to any federal, state or
other governmental or regulatory authority with respect to the Real Property.
(g) No Defaults. Except for any notice of default received
from Lender, to the knowledge of Borrower, it has not received written
notice of any presently uncured default or breach by Borrower under any
covenants, conditions, restrictions, rights-of-way or easements which may
affect the Real Property or any portion thereof, and to the knowledge of
Borrower, no such default or breach with the exception of the defaults
described in paragraph F of the Recitals, now exists that is material to
the ownership or operation of the Real Property.
<PAGE>
(h) Environmental Matters. To the knowledge of Borrower there
have been no environmental, health or safety hazards at, on or under the Real
Property, including, without limitation, the existence of underground storage
tanks and the existence, storage, generation, treatment or disposal of
Hazardous Materials, except for storage and disposal of the types and
amounts of Hazardous Materials normally used or present in buildings of
similar use, size and construction, which storage and disposal, to the
knowledge of Borrower, is and has been made in compliance with all
applicable laws.
(i) Knowledge of Adverse Factors. To the knowledge of Borrower,
there are no structural defects or adverse soil or geologic conditions; and to
the knowledge of Borrower, it has not received any written notice of any
pending or threatened adverse changes in any applicable land use limitations
by any state, municipal or other regulatory authority, or written notice of
any other matters, which would adversely affect the use of the Real Property.
(j) Information Correct. To the knowledge of Borrower, all
Books and Records, Tenant Leases, Operating Contracts and other agreements
and items delivered to the Lender pursuant hereto on or prior to Closing
are complete and correct and include all applicable amendments and
modifications thereto. Lender shall have the right to inspect and audit
the Books and Records, at Lender's expense, during business hours and upon
reasonable advance notice.
(k) Insolvency Proceedings. To the knowledge of Borrower, no
attachments, executions, assignments for the benefit of creditors,
receiverships, conservatorships or voluntary or involuntary proceedings in
bankruptcy or actions pursuant to any other debtor relief laws are pending
against Borrower or the Assets.
(l) Advice of Counsel. Borrower has consulted with its counsel
regarding the transactions contemplated by this Agreement. The decision
ofBorrower to enter into this Agreement and execute the Closing Documents to
be executed by Borrower is a fully informed decision.
(m) Security Deposits, The security deposits under the Tenant Leases
have been used by Borrower only for the purpose of operating the Property.
SECTION 5.2. Representations and Warranties of Lender. Lender
hereby makes the following representation and warranty, upon which Borrower
has relied and will continue to rely: This Agreement and the Closing
Documents to be executed by Lender have been duly authorized, executed and
delivered by Lender and constitute the legal, valid and binding obligations
of Lender, enforceable against Lender in accordance with their terms, except
as such enforcement may be qualified or limited by bankruptcy, insolvency,
fraudulent conveyance or other similar laws affecting creditors' rights
generally and general principles of equity.
<PAGE>
SECTION 5.3. Other Provisions Regarding Representations and
Warranties.
(a) No Modification. No examination or investigation of
the Assets or the operation thereof by or on behalf of Lender prior to Closing
shall in any way modify, affect or diminish Borrower's obligations under
the representations, warranties, covenants and agreements contained in this
Agreement and the other Closing Documents executed by Borrower.
(b) Knowledge. The term "knowledge," "to the knowledge,"
"best of knowledge," "actual knowledge" or similar phrases when used herein
and in the Closing Documents with reference to the knowledge of Borrower
means and is limited to the actual, present recollection and knowledge of
the following individuals: (a) W. Thomas Maudlin, Jr., a general partner of
Borrower and President of Advisors, (b) James E. Prock, President of West
Coast, and (c) Michael G. Clark, Treasurer of Advisors, in each case based
upon the currently available working files of the Borrower, Advisors, West
Coast and/or the Real Property but without independent investigation or
obligation to investigate and without implication of the knowledge of other
Persons or from any other sources.
(c) Survival. Notwithstanding any other provisions of
this Agreement or its implementing documents to the contrary, and subject to
any shorter period of limitations provided by law, the representations and
warranties of Borrower hereunder shall expire and be of no further force or
effect unless a written claim is made thereon prior to the earlier of (A)
the date of any sale or other transfer by Lender of the Real Property to an
unaffiliated purchaser or transferee and (B) three (3) years after the
Closing Date.
ARTICLE 6. No Merger.
The parties to this Agreement acknowledge and agree that,
notwithstanding the release of Borrower's obligations under the Loan
Documents contemplated by this Agreement but subject to the terms of the
Borrower Release, all of the Loan Documents shall remain in full force and
effect after the transactions contemplated by this Agreement have been
consummated. The parties to this Agreement further acknowledge and agree
that the interest of Lender in the Real Property under the conveyance
provided for in this Agreement shall not merge with the interest of Lender
in the Real Property under the Loan Documents. It is the express intention
of each of the parties hereto that such interests of Lender in the Real
Property shall not merge, but shall be and remain at all times separate and
distinct, notwithstanding any union of said interests in Lender at any time
by purchase, termination or otherwise, and that the liens of Lender on the
Real Property created by the Loan Documents shall be and remain at all times
valid and continuous liens on the Real Property.
<PAGE>
ARTICLE 7. Miscellaneous.
SECTION 7.1. Borrower's Indemnities.
(a) Enforceability Challenge; Breach of Covenants,
Agreements, Representations and Warranties. Notwithstanding any provision
to the contrary contained in this Agreement or any of the Closing
Documents, but subject to the time limitations set forth Section 5.3(c) and
Section 7.20, Borrower hereby agrees to indemnify and hold harmless Lender
and its parent, subsidiary and affiliate corporations, officers, directors,
trustees, shareholders, agents, attorneys and employees, their respective
successors, heirs and assigns, and each of them (the "Indemnities"), from
all losses, damages, costs or expense (including attorneys' fees and costs)
suffered as a result of (i) the filing of any claim by any Related Person
seeking to invalidate, set aside, declare fraudulent or preferential,
rescind or otherwise undo or avoid any of the conveyance of the Assets as
contemplated by this Agreement or otherwise challenging the validity or
enforceability of the transactions contemplated by this Agreement and the
Closing Documents with respect to such conveyance, (ii) breach by Borrower
of any covenant set forth in this Agreement or any of the Closing
Documents, or (iii) any representation or warranty by Borrower contained in
this Agreement or in any of the Closing Documents proving to have been
false or misleading in any material respect as of the date made or deemed
made.
(b) No Payment Required. Notwithstanding anything to the
contrary contained in this Agreement, the Borrower Release or the Lender
Release, payment shall not be required as a condition precedent to
Borrower's obligations under the foregoing indemnities.
SECTION 7.2. Third Party Beneficiaries. No third party (except the
Indemnities as defined in Section 7.1(a) hereof and the "Releasees" as defined
in the Borrower Release and Lender Release) is intended or shall be a
beneficiary of the agreements of the parties to this Agreement.
SECTION 7.3. Further Assurances. The parties to this Agreement each
agree to do, execute, acknowledge and deliver all such further acts,
instruments and assurances and to take all such further action after the
Closing Date as shall be reasonably necessary or desirable to fully carry
out this Agreement and to fully consummate and effect the transactions
contemplated hereby, all at the sole cost and expense of Lender.
<PAGE>
SECTION 7.4. Assessment. Borrower shall not be entitled to assign
or transfer any of its rights, duties or obligations under this Agreement or
any of the other Closing Documents without the prior written consent of
Lender. Lender shall have the right to assign its rights under this
Agreement and the other Closing Documents to any Person without the consent
of Borrower.
SECTION 7.5. Persons Bound. Subject to the provisions of
Section 7.4 hereof, this Agreement and each of the Closing Documents, and
all terms and provisions contained herein or therein, shall bind and inure
to the benefit of the parties hereto or thereto, and their respective
successors, assigns and legal representatives. In no event shall Lender be
considered a successor or assign of Borrower.
SECTION 7.6. Time of Essence. Time is of the essence of this
Agreement and each provision hereof of which time is an element.
SECTION 7.7. Entire Agreement. This Agreement, together with the
Closing Documents, contains the entire agreement between the parties relating
to the transactions contemplated hereby. All prior or contemporaneous
agreements, understandings, representations and statements regarding such
transactions, oral or written, are merged herein.
SECTION 7.8. Modifications and Waivers. Any party hereto shall
have the right to waive any of the conditions precedent to its obligations
under this Agreement. Neither any such waiver, nor any modification,
discharge or amendment of this Agreement shall be valid in the absence of
the written and signed consent of the party against whom enforcement of such
is sought.
SECTION 7.9. Notices. Any notice, consent, demand or other
communication required or permitted to be given under this Agreement shall
be made in accordance with the notice provisions in the Loan Documents and
addressed as follows:
Borrower: Associated Planners Realty Growth Fund c/o West Coast Realty
Advisors, Inc. 5933 West Century Boulevard Suite 900
Los Angeles, California 90045-5454
Attention: Mr. James E. Prock
Lender: The Guardian Life Insurance
Company of America
201 Park Avenue South
New York, New York 10003
Attention: Michael McGoldrick
<PAGE>
SECTION 7.10. Choice of Law. This Agreement is made pursuant to,
and shall be governed by and construed in accordance with, the laws
applicable to contracts made and to be performed entirely within the State
of California.
SECTION 7.1 1. Headings. The headings herein are inserted only for
convenience of reference and in no way define, limit or describe the scope or
intent of this Agreement or any particular paragraph or section hereof, nor
the proper construction hereof.
SECTION 7.12. Counterparts. This Agreement may be executed in any
number of counterparts' each of which shall be deemed an original, and all
such counterparts taken together shall be deemed to constitute one and the
same instrument.
SECTION 7.13. No Partnership or Joint Venture. Nothing contained
in this Agreement is intended or shall be construed to create any partnership,
joint venture or agency relationship between Lender and Borrower.
SECTION 7.14. Interpretation. The terms "hereby", "hereof',
"hereto", "herein", "hereunder" and any similar terms shall refer to this
Agreement. Any exhibits attached to this Agreement are hereby incorporated
into this Agreement by reference and made a part of this Agreement.
SECTION 7.15. Survival. All representations, warranties,
agreements and obligations of the parties to this Agreement shall survive
the Closing.
SECTION 7.16. Severability. If any provision of this Agreement or
any of the Closing Documents ' or the application thereof to any particular
circumstance, shall to any extent be invalid or unenforceable, the remainder
of this Agreement or such Closing Document, or the application of such
provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each provision
of this Agreement and the Closing Documents shall be valid and enforceable
to the fullest extent permitted by law.
<PAGE>
SECTION 7.17. Continuing Cooperation.
(a) Borrower hereby agrees to (i) if necessary, for a
period of up to eighteen (18) months after the Closing Date, provide
continued reasonable assistance and cooperation with respect to the orderly
transfer of responsibilities of Borrower to Lender for the administration of
the Assets, and (ii) in furtherance of the transactions contemplated
hereunder, at any time and from time to time, upon written request therefor,
execute and deliver to Lender, Lender's successors, nominees or assigns, at
the sole cost and expense of Lender or Lender's successors, nominees or
assigns, any new or confirmatory instruments prepared by Lender which
Lender, Lender's successors, nominees or assigns may reasonably request in
order to fully assign and transfer to and vest in Lender, or Lender's
successors, nominees and assigns, and to protect Lender's or its
successor's, nominee's or assign's right, title and interest in and to, the
Assets, or to otherwise realize upon or enjoy such rights therein and
thereto. Without limitation of the foregoing, for a period of eighteen
(18) months after the Closing Date, Borrower shall furnish to Lender and
its agents reasonable access during regular business hours to those items
described in clauses (i) and (ii) of the definition of "Excluded Assets"
for the purpose of Lender's examination and copying any such items as
related to the Real Property and operation thereof which are not made
separately available at the Closing; provided, however, any such
examination and copying shall be at the sole cost and expense of Lender.
(b) Borrower has advised Lender that certain of the
Intangible Personal Property may not be delivered to Lender on the Closing
Date. Borrower hereby agrees to deliver (i) as much of the Intangible
Personal Property as reasonably possible by the Closing Date, including
without limitation the Tenant Leases, a list of the most recent billings of
service providers for the Property, the City of Santa Ana Business License
Tax Receipt and the most recent tax bill for the Property and (ii) the
remainder of the Intangible Personal Property as soon as reasonably
possible after the Closing Date, but not later than three (3) months after
the Closing Date. Lender hereby agrees to provide reasonable assistance
and cooperation to review the books, records and files with Borrower for
purposes of identifying the Intangible Personal Property to be delivered
after the Closing Date, and cause the property manager hired by Lender to
commence the process of identifying the Intangible Personal Property with
Borrower within thirty (30) days after the Closing Date.
SECTION 7.18. Attorneys' Fees. In the event of any dispute between
any parties arising out of or in connection with this Agreement, which
dispute results in any legal action by any party to this Agreement,
including, without limitation, any litigation or arbitration proceedings,
and further including bankruptcy and appellate proceedings, the prevailing
party shall be entitled to recover from the non-prevailing party the
reasonable attorneys' fees and costs incurred by the prevailing party in
connection therewith.
<PAGE>
SECTION 7.19. Rescission of Notice of Default. Within thirty (30)
days after the Closing, Lender shall cause the Notice of Default recorded on
June 19, 1996 (and any amendments and/or supplements thereto and/or other
notices recorded against Borrower under the Deed of Trust) to be rescinded of
record and cause a copy of the recorded rescission to be furnished to
Borrower.
SECTION 7.20. Expiration of Covenants. Notwithstanding any other
provisions of this Agreement to the contrary, the below-described covenants
and obligations of Borrower shall expire and be of no further force or
effect on the date respectively indicated below:
(a) In the case of Clause (i) of Section 7. 1 (a), four
(4) years after the Closing Date, unless the claim by any Related Party
referred to therein is brought within said four years; and
(b) In the case of Section 7.3 and Section 7.17(b) and
the last sentence of Section 5.10), the earlier of (i) the date of any sale
or other transfer by Lender of the Real Property to an unaffiliated purchaser
or transferee and (ii) eighteen (18) months after the Closing Date.
SECTION 7.21. August Invoices. Without limiting the provisions of
Section 4.4, on the Closing Date, Borrower shall deliver a cashier's check
for the rents and any other receipts with respect to the Property that have
not been delivered previously. Lender agrees to pay those service providers
listed on Exhibit A to this Agreement the invoices received during the month
of August, 1996, or invoices received after August, 1996 with respect to
services rendered by such service providers during the months of July and
August, 1996; provided, however, that Lender's obligations under this
Section 7.21 shall not exceed the amount of rents and other receipts
remitted Lender by Borrower pursuant to this Section 7.21. Borrower
represents and warrants that Exhibit A attached hereto contains a
true, correct and complete list of the amounts of the most recent invoices
of the service providers described on Exhibit A, all of which have been
paid by Borrower.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Borrower:
Agreement as of the day and year first above written.
"BORROWER"
ASSOCIATED PLANNERS REALTY GROWTH FUND,
a California limited partnership
By: WEST COAST REALTY ADVISORS, INC., a
California Corporation, General Partner
By:
Name:
Title:
And by:
W. Thomas Maudlin, Jr., General Partner
"LENDER"
THE GUARDIAN LIFE INSURANCE COMPANY
OF AMERICA, a New York corporation
By:
Name:
Title:
<PAGE>
Exhibit A
SERVICE PROVIDERS AND
JULY/AUGUST 1996 INVOICES
(as of August 12, 1996)
Service Providers Check Date Amount
Southern California Gas Company 1) 07/01/96 1) $59.00
P.O. Box C
Monterey Park, CA 91756 2) 08/01/96 2) $49.21
(714) 835-5200
Account No. 037 22 4700
Southern California Edison 1) 07/22/96 1) $3,139.66
P.O. Box 600
Rosemead, CA 91771 2) 8/12/96 2) $2,905.81
(800) 990-7788
Account No. 2-03-661-7975
City of Santa Ana 1) 08/01/96 1) $201.37
Finance Department - Water M13
P.O. Box 1964 2) 08/01/96 2) $279.23
Santa Ana, CA 92702-1964 $480.60
Account No. 01111472-02-2
Waste Management Company 1) 08/08/96 1) $200.16
(previously Great Western Reclamation)
- (trash)
P.O. Box 519
Baldwin Park , CA 91706-0519
(714) 558-7761
Account No. 854845 CS 1196772
Progressive Glass & Mirror 1) 07/22/96 1) $100.00
(exterior door maintenance)
1350-LW Collins Avenue
Orange, CA 92668
(714) 639-8515
Easton Pacific 1) 08/08/96 1) $249.23
(general maintenance)
4790 Irvine Blvd., Suite 105-340
Irvine, CA 92720
(714) 857-4311
Contact: Mike Easton
<PAGE>
The Rule Company (insurance) 1) 08/08/96 1) $1,135.71
P.O. Box 7072
115 North Molino Ave.
Pasadena, CA 91101
(818) 795-9000
Contact: Scott Snowden
Diversified Maintenance 1) 7/22/96 1) $671.37
(Janitorial service)
145 Pasadena Avenue 2) 7/22/96 2) $34.54
South Pasadena, CA 91030-2917
(714) 975-1366
Mesa Energy Systems, Inc. (HVAQ) 1) 7/22/96 1) $133.23
5 Vanderbilt
Irvine, CA 92718 2) 7/22/96 2) $311.00
(714) 460-0460
James Dickinson 1) 8/09/96 2) $150.00
DBA Sunrise Sweeping
(sweeping service)
17662 Anglin Lane
Tustin, CA 92680
(714) 832-7289
Orkin Pest Control 1) 07/22/96 1) $80.00
1632 W. Railroad Street
Corona, CA 91720 2) 08/02/96 2) $80.00
(909) 279-1000
Gary Messersinith 1) 07/22/96 1) $400.00
DBA Monterey Landscape
P.O. Box 278
1245 E. Sycamore
Orange, CA 92866
(714) 974-9340 2) 08/07/96 2) $605.28
<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 hereunto duly authorized:
ASSOCIATED PLANNERS REALTY GROWTH FUND
A California Limited Partnership
(Registrant)
W. Thomas Maudlin, Jr.
(A General Partner)
By: WEST COAST REALTY ADVISORS, INC.
(A General Partner)
Neal Nakagiri
(Vice President/Secretary)
Michael G. Clark
(Vice President/Treasurer)
August 23, 1996
