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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1997
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Commission File Number 1-9648
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NATIONAL REALTY, L.P.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2163175
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10670 North Central Expressway, Suite 300, Dallas, Texas 75231
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(Address of Principal Executive Offices) (Zip Code)
(214) 692-4700
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(Registrant's Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Units of Limited Partner Interest American Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
NONE
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 at least the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 6, 1998, the Registrant had 6,323,437 units of limited partner
interest outstanding. Of the total units outstanding, 2,584,493 were held by
other than those who may be deemed to be affiliates, for an aggregate value of
$52,336,000 based on the last trade as reported on the American Stock Exchange
on March 6, 1998. The basis of this calculation does not constitute a
determination by the Registrant that all of such persons or entities are
affiliates of the Registrant as defined in Rule 405 of the Securities Act of
1933, as amended.
Documents Incorporated by Reference:
NONE
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This Form 10-K/A Amendment No. 1 amends the Registrant's annual report on Form
10-K for the year ended December 31, 1997 as follows:
ITEM 2. PROPERTIES - REAL ESTATE - page 15
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ITEM 2. PROPERTIES (Continued)
Real Estate (Continued)
square footage in the case of commercial properties, number of units and square
footage in the case of apartments, approximate weighted average occupancy, and
Revaluation Equity (dollars in thousands):
<TABLE>
<CAPTION>
Region/ Units/ Revaluation
Property Type Number Square Footage Occupancy Equity
- --------------------- ------ -------------- --------- -----------
<S> <C> <C> <C> <C>
Southeast
Apartments........ 17 4,242 Units/ 93% $ 74,836
4.5 Million Sq.Ft.
Office Building... 1 41,840 Sq.Ft. 97% -
Shopping Centers.. 4 394,609 Sq.Ft. 66% 21,719
Southwest
Apartments........ 22 5,801 Units/
4.5 Million Sq.Ft. 95% 121,665
Office Buildings.. 2 178,249 Sq.Ft. 91% -
Shopping Center... 1 250,068 Sq.Ft. 89% 7,127
Mountain
Apartments........ 2 729 Units/
504,623 Sq.Ft. 94% 14,153
Shopping Center... 1 45,863 Sq.Ft. 97% 1,514
Pacific
Apartments........ 3 433 Units/
285,955 Sq.Ft. 95% 5,894
Office Buildings.. 2 146,582 Sq.Ft. 96% 8,015
Shopping Center... 1 52,169 Sq.Ft. 71% 1,267
Midwest
Apartments........ 22 5,333 Units/
5.2 Million Sq.Ft. 95% 103,991
Shopping Center... 1 304,575 Sq.Ft. 89% 5,409
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$365,590
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</TABLE>
In conjunction with the Partnership's formation in 1987, independent appraisers
were obtained to estimate the current values of the Partnership's operating
properties as of December 31, 1987, based in part upon certain financial, lease
and other information. Current value is defined as the most probable price in
terms of money which a property should bring in a competitive and open market
under all conditions requisite to a fair sale. However, appraisals do not
necessarily represent the amount that could be realized from the immediate
disposition or bulk sale of such properties or the transaction costs related to
such sales. The current appraised value of the Partnership's real estate at
December 31, 1987 was approximately $758.0 million. "Revaluation Equity,"
defined as the difference between the appraised value of the real property,
adjusted to reflect the Partnership's estimate of disposition costs, and the
face amount of the mortgage notes payable and accrued interest, if any,
encumbering such real property, was approximately $410.0 million at December 31,
1987.
In 1997, independent appraisers were retained to estimate the current values of
the Partnership's properties as of December 31, 1997, in a manner consistent
with the methodology used to estimate current values as of December 31, 1987.
The current appraised value of the properties at December 31, 1997 was
approximately $713.1 million. Revaluation equity was approximately $365.6
million at December 31, 1997.
Revaluation Equity does not include any adjustments for the Redeemable General
Partner Interest as discussed in ITEM 3. "LEGAL PROCEEDINGS - Moorman
Settlement."
The following discussion briefly describes the events that affected the
Partnership's properties during 1997.
The Partnership has a 75% general partner interest in Southern Palms Associates,
which owns Southern Palms Shopping Center. In August 1992, Southern Palms
Associates filed a voluntary petition in bankruptcy, seeking, among other
things, to restructure the $9.3 million nonrecourse mortgage secured by the
shopping center. In December 1993, an agreement was reached with the lender to
modify the $9.3 million first mortgage, reducing the interest rate and extending
the maturity date. Southern Palms Associates remains in bankruptcy in order to
resolve certain partnership issues involving the 25% general partner. In
December 1997, the Partnership entered into an agreement with the 25% general
partner,
15
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NATIONAL REALTY, L.P.
Signature Page
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
NATIONAL REALTY, L.P.
By its General Partner:
SYNTEK ASSET MANAGEMENT, L.P.
By its General Partners:
SYNTEK ASSET MANAGEMENT, INC.
By: /s/ Randall M. Paulson
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Randall M. Paulson
Director and President
/s/ Gene E. Phillips
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Gene E. Phillips
General Partner of
Syntek Asset Management, L.P.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Syntek Asset
Management, L.P., as General Partner of the Registrant and in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
SYNTEK ASSET MANAGEMENT, INC. Managing General Partner of
Syntek Asset Management, L.P.
By: /s/ Randall M. Paulson November 24, 1998
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Randall M. Paulson
Director and President
/s/ Gene E. Phillips General Partner of November 24, 1998
- ------------------------------------ Syntek Asset Management, L.P.
Gene E. Phillips
</TABLE>
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