SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Lutheran Brotherhood Realty Fund I, a California Limited Partnership
(Name of Registrant as Specified in Its Charter)
Paul A. Quiros, 400 Colony Square, Suite 2200, 1201 Peachtree Street,
Atlanta, Georgia 30361; (404) 817-6000
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
(1) Title of each class of securities to which transaction applies:
Limited Partnership Units
(2) Aggregate number of securities to which transactions applies:
63,803 Limited Partnership Units
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:<F1> _________________________________________
(4) Proposed maximum aggregate value of transaction: _______________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid: ___________________________________________
(2) Form, schedule or registration statement no.: _____________________
(3) Filing party: _____________________________________________________
(4) Date filed: _______________________________________________________
[FN]
<F1> Set forth the amount on which the filing fee is calculated and state how
it was determined.
[/FN]
<PAGE>
LUTHERAN BROTHERHOOD REALTY FUND I
625 FOURTH AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55415
NOTICE OF SPECIAL MEETING OF THE LIMITED PARTNERS
TO THE LIMITED PARTNERS
OF LUTHERAN BROTHERHOOD REALTY FUND I
NOTICE IS HEREBY GIVEN that a Special Meeting of the Limited Partners of
Lutheran Brotherhood Realty Fund I (the "Partnership") will be held on May
____, 1996, at _____ a.m. local time at the Partnership's offices at 625 Fourth
Avenue South, Minneapolis, Minnesota 55415 for the purpose of considering and
voting upon the following proposal:
The liquidation of the Partnership and the sale of the property owned by
the Partnership and the properties owned by joint ventures in which the
Partnership is a co-venturer (collectively, the "Properties"), over a period of
time which will begin on the date of Limited Partner approval and not exceed
two years from such date, followed by the dissolution and winding up of the
Partnership, as set forth in this Proxy Statement (the "Liquidation Proposal").
The Liquidation Proposal has been the subject of careful consideration by
the General Partner of the Partnership, Lutheran Brotherhood Real Estate
Products Company (the "General Partner"). For the reasons described in the
attached Proxy Statement under "PROPOSAL," THE GENERAL PARTNER BELIEVES THAT
THE APPROVAL OF THE LIQUIDATION PROPOSAL IS IN THE BEST INTERESTS OF THE
LIMITED PARTNERS OF THE PARTNERSHIP AND RECOMMENDS A VOTE FOR THE LIQUIDATION
PROPOSAL.
The accompanying Proxy Statement and Form 10-K for the fiscal year ended
December 31, 1995 include information concerning the Liquidation Proposal and
other relevant information about the Partnership. You should study all of this
information carefully.
Only holders of limited partnership interests of the Partnership at the
close of business on March 29, 1996, will be entitled to vote on the
Liquidation Proposal contained herein.
TO ENSURE A QUORUM FOR THE SPECIAL MEETING, PLEASE SIGN, DATE AND PROMPTLY
RETURN THE ENCLOSED PROXY CARD IN THE SELF-ADDRESSED AND POSTAGE PAID ENVELOPE
PROVIDED WITH THE PROXY CARD. YOUR PROMPT RESPONSE AND COOPERATION WILL BE
APPRECIATED. IF YOU ATTEND THE SPECIAL MEETING YOU MAY REVOKE YOUR PROXY AND
VOTE IN PERSON.
By Order of the General Partner
LUTHERAN BROTHERHOOD REAL ESTATE
PRODUCTS COMPANY
By: ____________________________
_________________, President
<PAGE>
LUTHERAN BROTHERHOOD REALTY FUND I
625 FOURTH AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55415
PROXY STATEMENT
FOR SPECIAL MEETING
OF LIMITED PARTNERS TO BE HELD _____, 1996
INTRODUCTION
This Proxy Statement is being furnished to the Limited Partners of
Lutheran Brotherhood Realty Fund I (the "Partnership"), accompanied by a copy
of the Partnership's Form 10-K for the fiscal year ended December 31, 1995, as
amended (the "Form 10-K"), in connection with the solicitation of proxies by
Lutheran Brotherhood Real Estate Products Company, the General Partner of the
Partnership (the "General Partner"), to be voted at a Special Meeting of the
Limited Partners of the Partnership (the "Special Meeting") to be held on May
____, 1996, at the Partnership's offices at 625 Fourth Avenue South,
Minneapolis, Minnesota 55415 at _______ a.m. local time, and at any
adjournment thereof. On March 29, 1996, the record date for determination of
Limited Partners entitled to vote at the Special Meeting (the "Record Date"),
there were 63,803 limited partnership units outstanding (the "Units"), which
entitle the holders to one vote for each Unit; provided, however, that as
discussed below, 1,801 Units held by affiliates of the General Partner may not
be voted with respect to the Liquidation Proposal (defined below) and the
number of outstanding Units for calculating the percentages required for a
quorum and for the approval of the Liquidation Proposal at the Special Meeting
will be reduced by such 1,801 Units. The holders of a majority of the Units
present in person or represented by proxy will constitute a quorum for the
transaction of business at the Special Meeting.
Pursuant to the terms of the Partnership's Amended and Restated Agreement
of Limited Partnership (the "Partnership Agreement"), the holders of a majority
of the Units must approve the following proposal to begin to liquidate and wind
up the affairs of the Partnership, to be effected on the terms described
herein:
The liquidation of the Partnership and the sale of the property
owned by the Partnership and the properties owned by joint ventures
in which the Partnership is a co-venturer (collectively, the
"Properties"), over a period of time which will begin on the date of
Limited Partner approval and not exceed two years from such date,
followed by the dissolution and winding up of the Partnership, as set
forth in this Proxy Statement (the "Liquidation Proposal").
The General Partner is seeking the approval of the Liquidation Proposal at
this time based on the original anticipated holding period for the
Partnership's properties and the General Partner's belief that the real estate
market is favorable for the sales at this time. The other co-venturer in the
joint ventures which own some of the Properties has agreed to the sales of such
Properties following the Limited Partners' approval of the Liquidation
Proposal. See "PROPOSAL-Investment Objectives of Partnership." Limited
Partner approval of the Liquidation Proposal will also act as the approval of
subsequent sales of all of the Partnership's Properties and the liquidation and
winding up of the Partnership and the Limited Partners will not have the
opportunity to vote on the specific terms of any such subsequent sales of any
of the Properties. Additionally, there can be no assurance that all of the
Properties can be sold pursuant to the Liquidation Proposal.
This Proxy Statement, the Form 10-K and the Form of Proxy will be sent to
the Limited Partners on or about May ___, 1996.
The Form 10-K accompanying this Proxy Statement includes descriptions of
the Properties and the financial results of the Partnership's operations for
the past three years and the reports of the Partnership's independent auditors.
Review of the Form 10-K should provide additional information on which to base
your decision with respect to the Liquidation Proposal.
If the Limited Partners do not approve the Liquidation Proposal, the
Partnership will continue to own and operate the Properties. There can be no
assurance, however, that such Properties will continue to generate sufficient
cash flow to pay their expenses or the expenses to maintain the Partnership.
The Properties are aging properties which are likely to require increased
capital expenditures in the future. Any major capital expenditures would
reduce cash flows available to pay operational expenses which would in turn
reduce funds available to make distributions to the Limited Partners.
Additionally, competitive conditions in the Properties' markets could cause
reduced occupancies and negatively affect revenue available to pay operational
expenses and to make distributions to the Limited Partners.
Although the Properties have historically been able to generate funds to
pay the Limited Partners quarterly distributions amounting to between 4 to 5%
per annum based on original capital contributions, funds have not been
available to pay the Limited Partners the aggregate 10% per annum cumulative
return on their capital contributions which was targeted in the Partnership
Agreement. See "PROPOSAL - Distributions of Surplus Funds and Liquidation
Proceeds."
<PAGE>
Additionally, under the terms of the Partnership Agreement, the
Partnership must solicit Limited Partner approval to sell, within a twelve-
month period, all or substantially all of its properties or to liquidate and
wind-up the Partnership, which could require at least one additional proxy
solicitation at the Partnership's expense. See "PROPOSAL- Orderly Sales
Through Approval of Liquidation Proposal." The Partnership Agreement does
allow the General Partner, without Limited Partner approval, to sell individual
Properties if such sales do not constitute sales of substantially all of the
Properties in a twelve-month period. The Partnership Agreement does not
provide a definition of "substantially all" of the Partnership's assets and
California limited partnership law does not include a definition. The General
Partner believes that the sale of greater than [60%] of the Partnership's
assets would represent a sale of "substantially all" of the Partnership's
assets. The General Partner may seek to make such allowed sales if the
Liquidation Proposal is not approved by the Limited Partners, if in the
exercise of the General Partner's fiduciary duty, it receives a favorable offer
or offers for all or part of such assets.
FOR THE REASONS SET FORTH HEREIN, THE GENERAL PARTNER RECOMMENDS YOUR
APPROVAL OF THE LIQUIDATION PROPOSAL BY VOTING FOR THE LIQUIDATION PROPOSAL ON
THE ENCLOSED PROXY CARD, DATING AND SIGNING THE CARD IN THE SAME MANNER AS YOUR
NAME APPEARS ON THE ADDRESS LABEL AND RETURNING IT BY MAIL TO THE GENERAL
PARTNER IN THE SELF-ADDRESSED AND POSTAGE PAID ENVELOPE PROVIDED WITH THE PROXY
CARD.
Pursuant to the Partnership Agreement, the approval of the holders of a
majority of the outstanding Units is required to approve the Liquidation
Proposal. Units held by any Limited Partner who abstains from voting, by
marking the box labeled "Abstain" on the enclosed proxy card, or not submitting
a proxy card will be treated the same as a vote against the Liquidation
Proposal, because such abstentions (or non-submissions) are not affirmative
votes for the Liquidation Proposal. The Units are held by members of Lutheran
Brotherhood, a fraternal benefit society existing and operating under the laws
of Minnesota, and are not held by brokers. Therefore the treatment of broker
non-votes is not applicable. To the best of the General Partner's knowledge,
neither the General Partner, nor any officer, director or other affiliate
thereof is the holder of any Units, except for 970 Units that are held by the
General Partner, 30 Units that are held by an officer of the General Partner
and 1,801 Units that are held by affiliates of the General Partner. The
General Partner and the officer of the General Partner intend to vote their
Units in favor of the Liquidation Proposal. Pursuant to the terms of the
Partnership Agreement, the 1,801 Units held by affiliates of the General
Partner may not be voted with respect to the Liquidation Proposal and the
number of outstanding Units for calculating the quorum and voting percentages
will be reduced by such 1,801 Units. The General Partner is not aware of the
manner in which any Limited Partner (other than as described above) intends to
vote his, her or its Units.
You may revoke your proxy at any time before it is voted by executing and
filing with the General Partner, a revocation of your proxy or a subsequently
dated proxy or by voting in person at the Special Meeting. Units represented
by properly executed proxies will be voted as specified, unless such proxies
are subsequently revoked as provided above. If no choice is specified on a
valid, unrevoked proxy, the Units will be voted as recommended by the General
Partner.
The Limited Partners do not have dissenters' rights of appraisal with
respect to the Liquidation Proposal.
YOUR PARTICIPATION IN THIS PROCESS IS CRITICAL. WITHOUT THE APPROVAL OF
THE HOLDERS OF A MAJORITY OF THE OUTSTANDING UNITS OF THE LIQUIDATION PROPOSAL,
THE GENERAL PARTNER LACKS AUTHORITY UNDER THE PARTNERSHIP AGREEMENT TO PROCEED
WITH THE LIQUIDATION PROPOSAL.
<PAGE>
BACKGROUND
The Partnership was organized on August 4, 1987, as a limited partnership
under the laws of the State of California for the purpose of preserving and
protecting the Limited Partners' invested capital by investing, either alone or
in association with others, in income-producing, residential or commercial real
properties. The Partnership's principal executive office is currently located
at 625 Fourth Avenue South, Minneapolis, Minnesota 55415, and its telephone
number at such office is (612) 339-8091.
The Partnership directly acquired one of the Properties, a
warehouse/distribution center in New Hope, Minnesota, and is a co-venturer in
three joint ventures holding four other residential and commercial Properties.
The General Partner was incorporated in Minnesota, in July 1987 to act as
the General Partner of the Partnership.
Lutheran Brotherhood, a fraternal benefit society existing and operating
under the laws of Minnesota ("Lutheran Brotherhood"), is the parent of the
General Partner and is the Partnership's joint venture partner in the ownership
of four of the Properties (discussed above). Lutheran Brotherhood, directly
and through its subsidiaries, is principally engaged in the business of
marketing financial services and individual life insurance products for
Lutherans. The address and telephone number of the General Partner and
Lutheran Brotherhood are the same as those of the Partnership.
PROPOSAL
VOTING RIGHTS OF LIMITED PARTNERS
Under the terms of the Partnership Agreement, written approval of the
holders of a majority of the Units is required to approve the Liquidation
Proposal. If the Limited Partners approve the Liquidation Proposal, such
approval will also act as the approval of subsequent sales of the Properties
and the Limited Partners will not have the opportunity to vote on the specific
terms of any of such subsequent sales.
Section 2.02(b) of the Partnership Agreement provides that the Limited
Partners have the right to vote on and approve:
- dissolving the Partnership; and
- selling substantially all of the Partnership's Properties
in a single sale or in multiple sales in the same 12-month
period, except in the orderly liquidation and winding up of
the business of the Partnership upon its termination and
dissolution.
<PAGE>
LIQUIDATION PROPOSAL
The Liquidation Proposal involves the liquidation of the Partnership and
the sale of the Properties in an orderly fashion, over a period of time
beginning on the date of Limited Partner approval of the Liquidation Proposal
and not to exceed two years from such date. The General Partner intends to
actively seek the sales of the Properties during 1996 on the most advantageous
terms available and it will attempt to maximize any potential return to the
Limited Partners, followed by the dissolution and winding up of the
Partnership. Lutheran Brotherhood has agreed to allow the Partnership to
market and sell the Properties in which it is a co-venturer following the
approval of the Liquidation Proposal by the Limited Partners. The General
Partner has listed the Properties with real estate sales agencies in an effort
to test the market and generate proposals. The General Partner has received
some indications of interest but no acceptable proposals to present to the
Limited Partners. The General Partner will not offer to sell the Properties to
its affiliates. The Liquidation Proposal represents the General Partner's
belief that the Partnership should begin an orderly process of liquidation
based on the original anticipated holding period for the Property and as
discussed below. See "PROPOSAL-Investment Objectives of Partnership."
The General Partner will attempt to sell the Properties for all cash or a
combination of cash and promissory notes. The General Partner does not intend
to accept securities as consideration, unless such a proposal is submitted to
the Limited Partners for their approval.
The General Partner recommends a vote FOR the Liquidation Proposal.
INVESTMENT OBJECTIVES OF PARTNERSHIP
The Prospectus dated December 4, 1987, and updated February 11, February
22 and October 18, 1988, used by the Partnership to sell the Units (the
"Prospectus"), stated the Partnership's intention to sell or refinance its
properties between the fifth and seventh years after acquisition with no
obligation to sell or refinance at any particular time. The Partnership
acquired the last of the Properties in 1989 and entered into its operations
phase. The Partnership is entering into its seventh year of operations after
completion of the final acquisition. See "PROPOSAL - Previous Distributions."
The General Partner believes that the timing of the Liquidation Proposal
reflects the Partnership's objectives relating to beginning the process of
liquidation of the Partnership between the fifth and seventh years of
operations. The General Partner believes that an orderly sale of the
Properties will maximize any potential returns to the Limited Partners by
allowing the General Partner to market the Properties concurrently and provide
the flexibility of examining several offers or combinations of offers at once.
Without this flexibility, the most attractive properties are likely to be sold
first, limiting the bargaining power of the General Partner with respect to the
remaining properties. See "PROPOSAL - Orderly Sale of Properties Through
Approval of Liquidation Proposal."
Under the terms of the Partnership Agreement, the General Partner may sell
Properties representing less than substantially all of the Properties without
Limited Partner approval and the General Partner may make such sales if the
Liquidation Proposal is not approved, however, in such event, subsequent sales
of substantially all of the Properties in a 12-month period and the eventual
liquidation of the Partnership would require at least one additional proxy
solicitation at the Partnership's expense.
ORDERLY SALE OF PROPERTIES THROUGH APPROVAL OF LIQUIDATION PROPOSAL
The General Partner believes that the Partnership should begin the
liquidation process and have the flexibility to sell the Properties when such
sale or sales appears to be most advantageous to the Partnership. The
requirement to obtain the approval of the holders of a majority of the Units
before a sale of all or substantially all of the Properties would likely delay
a potential sale or otherwise negatively impact the sales price. The approval
of the Liquidation Proposal may provide the Partnership the flexibility to sell
the Properties in an orderly fashion on an individual basis or as packages to
maximize any potential return to the Limited Partners by allowing the General
Partner to market the Properties concurrently and provide the flexibility of
examining several offers or combinations of offers at once. Without this
flexibility, the most attractive properties are likely to be sold first,
limiting the bargaining power of the General Partner with respect to the
remaining properties.
The General Partner believes that present market conditions in the
locations in which the Properties are located are favorable to the sales of the
Properties. The General Partner bases this belief on its discussions with
affiliates and other which are knowledgeable in this area and its analysis of
present local market conditions. Additionally, the General Partner has
considered the low returns to the Limited Partners in comparison with other
investments, the original anticipated holding period for the Properties and the
likelihood that increased capital expenditures will be necessary to maintain
the Properties.
Although the Partnership allows refinancing of the Properties which could
provide funds to maintain the Properties, the General Partner does not believe
that refinancing is a viable option because refinancing would add debt to the
Properties which would reduce any proceeds available to the Limited Partners
upon later sales or liquidation. Debt at current interest rates would also add
to the Partnership's expense obligations and negatively affect the
Partnership's cash flows.
The approval of the Liquidation Proposal will also allow the General
Partner to begin the winding up and dissolution of the Partnership without the
expense of additional proxy solicitations to obtain separate Limited Partner
approval of each sale and of the winding-up and dissolution of the Partnership
following the final sale. The approval of the Liquidation Proposal will act as
the approval of all future sales of the Properties without the approval by the
Limited Partners of the specific terms of any of such future sales.
If the Limited Partners do not approve the Liquidation Proposal, the
Partnership will continue to own and operate the Properties or sell individual
Properties as discussed above. There can be no assurance, however, as
discussed above, that the Properties will generate sufficient cash flow to pay
their expenses or the expenses to maintain the Partnership.
PREVIOUS DISTRIBUTIONS
The Partnership sold 63,803 Units and raised $6,365,000 in gross proceeds.
The Partnership acquired one property in September 1989, and is a co-venturer
with Lutheran Brotherhood in three joint ventures which acquired three
properties in 1989 and one property in 1987. The Partnership has made
distributions of Cash from Operating Activities to the Limited Partners of
$4.00, $4.00, $4.00, $4.50 and $5.00 per $100 Unit in 1995, 1994, 1993, 1992,
and 1991, respectively. To date, the Limited Partners have received an
aggregate of $2,092,712 in distributions and the General Partner has received
an aggregate of $10,744 in distributions.
While the General Partner anticipates that Cash from Operating Activities,
as defined by Statement of Financial Accounting Standards No. 95, "Statement of
Cash Flows," will be sufficient to satisfy working capital and normal capital
expenditure needs, the General Partner believes that Cash from Operating
Activities in 1996 may not be sufficient to provide distributions to Limited
Partners at prior levels.
DISTRIBUTIONS OF SURPLUS FUNDS AND LIQUIDATION PROCEEDS
The Partnership Agreement provides that Surplus Funds (as defined below)
available for distribution upon the sale of a Partnership property are
distributed quarterly 99% to the Limited Partners and 1% to the General
Partner. The General Partner intends to place such Surplus Funds in an
interest bearing account and distribute such Surplus Funds as soon as
reasonably practicable with a pro rata portion of any interest earned. The
following discussion is not based on an opinion of counsel.
"Surplus Funds" means, (i) the net cash funds or proceeds (including lump
sum prepayments by buyers) resulting from the financing, refinancing, sale,
exchange, condemnation, eminent domain taking, casualty or other disposition of
Properties after deduction of all expenses incurred in connection therewith,
including any real estate commissions, securities, and brokerage fees paid to
the General Partner, or its Affiliates, (ii) all net cash proceeds, including
interest and principal payments subsequently received on any installment
payments on promissory notes and/or installment contracts held by the
Partnership in connection with the sale of a Property after payment of any
underlying indebtedness related to Properties sold, less (iii) such amounts for
working capital reserves as the General Partner deems reasonably necessary for
future Partnership operations. No commission or fee will be paid to the
General Partner or its Affiliates upon the sales of the Properties.
The Partnership Agreement also provides for a Subordinated Incentive
Compensation Fee to be paid to the General Partner equal to 14% of actual
distributions to Limited Partners of the Surplus Funds after the Limited
Partners receive distributions of Surplus Funds equal to their original capital
contributions plus distributions of Cash from Operating Activities and/or
Surplus Funds equal to a cumulative aggregate 10% per annum return based on
such capital contributions. As discussed below, the Limited Partners are
unlikely to receive such distributions and the General Partner will not receive
this fee from the Surplus Funds generated by the sales of the Properties.
Although funds generated by the Partnership's activities have been adequate to
provide quarterly distributions of 4% to 6% per annum based on original capital
contributions, after the payment of expenses and working capital reserves, such
funds have not been sufficient to provide the additional cumulative 6% to 4%
return on capital contributions that was contemplated by the Partnership
Agreement with respect to the aggregate 10% return. This cumulative return
would require that each Limited Partner receive from Surplus Funds 4% to 6% per
annum (since 1988) based on its original capital contribution in addition to
distributions received to date and the return of such original capital
contribution. These amounts exceed any reasonable expectation of the
availability of Surplus Funds.
"Liquidating Distributions" means, upon liquidation of the Partnership or
any Partner's Interest in the Partnership, liquidating distributions made in
accordance with the positive Capital Account balances of the Partners, as
determined after taking into account all Capital Account adjustments for the
Partnership taxable year during which such liquidation occurs, by the end of
such taxable year (or, if later, within ninety (90) days after the date of such
liquidation).
If the Liquidation Proposal is approved by the holders of a majority of
the Units, the General Partner expects to distribute Surplus Funds and
Liquidating Distributions to the Limited Partners, although there can be no
assurance that sufficient proceeds will be available for distribution. The
Limited Partners may only look to the assets of the Partnership for all
distributions. Upon dissolution and termination of the Partnership, the
General Partner would be required to contribute certain amounts to the
Partnership if there was a deficit balance in its capital account at
termination. The General Partner anticipates that no additional funds will be
available for distribution to the Limited Partners other than any proceeds of
the sale of the Properties. Upon liquidation, any such amounts available for
distribution will be distributed to the Limited Partners and General Partner as
described above.
FEDERAL INCOME TAX CONSEQUENCES TO LIMITED PARTNERS
The following paragraphs describe certain federal income tax consequences
to individual Limited Partners that may result from the sale or sales of the
Partnership's Properties. The Partnership will not request a ruling from the
Internal Revenue Service regarding such tax consequences, and the following
discussion does not represent an opinion of counsel. In addition to the
federal income tax consequences discussed below, a Limited Partner may be
subject to state income taxes imposed by various jurisdictions as a result of
the sale or the sales of the Properties. Each Limited Partner is urged to
consult his own tax adviser with respect to the federal and state tax
consequences of a sale or sales of the Properties.
Upon the sale of a Partnership Property, the Partnership will either
realize a gain or loss on such sale compared to the Partnership's tax basis in
the Property. In some situations a gain on a sale of an individual Property
could be greater than the cash proceeds resulting from the sale. This could
result in taxes being owed by the Limited Partners in a single year on the gain
without a corresponding Partnership distribution to the Limited Partners to pay
the taxes. However, in the aggregate, the sale of all of the Partnership's
assets and the liquidation of the Partnership should not result in tax
liability in excess of cash distributions and may result in losses. It is
possible that a Limited Partner could have taxable income in one year, offset
by a taxable loss in a following year. The General Partner will attempt to
structure and time sales of the Properties to mitigate negative tax
implications to the Limited Partners. The Partnership's depreciable property,
if held more than one year, should be considered "Section 1231 assets." All
gains realized by the Partnership during a taxable year on sales of Section
1231 assets, in excess of any depreciation recapture, and all losses realized
during such year, are combined to determine the net Section 1231 gain or loss.
A Limited Partner's allocable share of such net gain or loss is combined with
any other Section 1231 gains and losses incurred by such Limited Partner in
that year from other sources. If a net Section 1231 gain results, all such
gains and losses comprising the net Section 1231 gain will be treated as long-
term capital gains and losses. If a net loss results, all such gains and
losses comprising the net loss will be treated as ordinary gains and losses.
If a net Section 1231 gain results in any such year, a five-year lookback rule
applies to recharacterize the current year's net Section 1231 gain as ordinary
income to the extent of the net Section 1231 losses in the lookback period.
All depreciation claimed by the Partnership on tangible personal property will
be subject to recapture as ordinary income on the sale of such property to the
extent of gain recognized on the sale, regardless of how long the Partnership
has owned such property.
Under the Partnership Agreement, any Surplus Funds will be distributed to
the Limited Partners following the sale of a Property. The tax treatment of
those distributions will depend on whether they are "current" distributions or
"liquidating" distributions. A liquidating distribution is a distribution in
liquidation of a partner's interest; i.e., the termination of a partner's
entire interest in a partnership by means of a distribution, or a series of
distributions. The Regulations provide that a series of liquidating
distributions may span more than one taxable year. A current distribution is
any distribution that is not a liquidating distribution. Liquidating
distributions will be taxed as capital gains. In general, current
distributions to a Limited Partner will not be taxable except to the extent
they exceed the tax basis of his Units, in which case gain will be recognized
by the Limited Partner as if he had sold or exchanged his Units and taxed as a
capital gain. A capital gain will be long-term capital gain if the Limited
Partner has held his Units for more than one year. The General Partner will
attempt to structure and time the sales of the Properties to mitigate negative
tax implications to the Limited Partners.
INTERESTS IN PARTNERSHIP AND DISTRIBUTIONS
No individual or group, as defined by Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, known to the Partnership, is the beneficial
owner of more than 5% of the Partnership's securities.
Distributions to the Limited Partners are paid from Distributable Cash
From Operations of the Properties or from Surplus Funds. The Partnership has
distributed an aggregate of $2,092,712 to the Limited Partners and $10,744 to
the General Partner. Distributable Cash From Operations is distributed 99% to
the Limited Partners and 1% to the General Partner, after consideration by the
General Partner of the working capital needs of the Partnership.
Distributions of Distributable Cash From Operations and Surplus Funds to
Limited Partners are paid out of cash available after payment of the expenses
of the Partnership, including fees paid to affiliates of the General Partner.
See "INFORMATION CONCERNING MANAGEMENT OF PARTNERSHIP - Certain Relationships
and Related Transactions."
SUMMARY OF LIQUIDATION PROPOSAL
The Partnership Agreement requires the approval of the holders of a
majority of the Units to allow the General Partner to begin the process of
liquidating the Partnership and to sell substantially all of the Properties
within a twelve-month period and for the dissolution and winding up of the
Partnership. If a potential purchaser is interested in buying any of the
Properties, such purchaser may be unwilling to wait for the Partnership to
solicit the approval of its Limited Partners or such delay might otherwise
negatively impact the sales prices.
The General Partner believes that the Liquidation Proposal is consistent
with the investment objectives of the Partnership. The Partnership acquired
its properties beginning in 1987 and ending in 1989, and began operations in
1989 and stated in the Prospectus its expectation to sell or refinance the
properties between the fifth and seventh years after acquisition. The
Partnership is in its seventh year of operations after its final acquisition.
See "PROPOSAL-Investment Objectives of Partnership."
If the Limited Partners do not approve the Liquidation Proposal, the
Partnership will continue to own and operate all of the Properties unless
individual sales are made as described above. There can be no assurance,
however, that the Properties will generate sufficient cash flow to pay their
expenses and the expenses to maintain the Partnership. Additionally, under the
terms of the Partnership Agreement, the Partnership must solicit Limited
Partner approval to sell, within a twelve-month period, all or substantially of
its properties or to liquidate and wind-up the Partnership, which would require
at least one additional proxy solicitation at the Partnership's expense. See
"PROPOSAL-Orderly Sale of Properties Through Approval of Liquidation Proposal."
The General Partner believes that the approval of the Liquidation Proposal
should begin the orderly process of liquidation of the Partnership and provide
the flexibility to sell the properties individually or as packages to maximize
any potential return to the Limited Partners. There can be no assurance,
however, that the General Partner can meet any of these objectives if the
Liquidation Proposal is approved.
INFORMATION CONCERNING MANAGEMENT OF PARTNERSHIP
EXECUTIVE OFFICERS OF GENERAL PARTNER
The Partnership does not have officers or directors. The general partner
of the Partnership is the General Partner. The officers and directors and key
employees of the General Partner who control the affairs of the Partnership are
set forth in the Partnership's Form 10-K for the fiscal year ending December
31, 1995, (the "Form 10-K"), which is incorporated herein by this reference.
The General Partner, its officers and directors and affiliates, own less
than 5% of the Units.
EXECUTIVE COMPENSATION
No individual principal or principals as a group received any direct
remuneration from the Partnership during 1995.
The General Partner is not compensated directly for its services as
general partner of the Partnership but compensation is paid to the General
Partner and its affiliates of the General Partner as discussed below.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and its affiliates, in accordance with the Partnership
Agreement, may receive compensation or reimbursement for services rendered.
The following is a summary of compensation paid to the General Partner or its
affiliates in 1995:
Partnership management fee $23,000
Administration of Partnership activities $33,000
The Partnership Agreement provides for the payment of management fees to
the General Partner or its affiliates of 9% of actual distributions of
Distributable Cash From Operations to the Limited Partners. Additionally, the
Partnership Agreement provides for the reimbursement of expenses incurred by
the General Partner or its affiliates in performing certain administrative
functions, including costs for legal and accounting services for the
Partnership.
Additional information concerning related transactions is included in Note
4 to Item 8 of the Form 10-K.
MISCELLANEOUS
SOLICITATION OF PROXIES
This solicitation of Limited Partners' proxies is being made on behalf of
the Partnership by certain officers and employees of the General Partner or its
affiliates, through the mail, in person, and by telephone and telecopy. These
individuals will receive no compensation for these services. The cost of
printing and mailing this Proxy Statement is being borne by the Partnership.
ADDITIONAL INFORMATION
Additional information regarding the Partnership and the General Partner
is set forth in the Partnership's Annual Report on Form 10-K accompanying this
Proxy Statement. The Form 10-K includes the Partnership's financial statements
for the past three years and the reports of its independent auditors.
<PAGE>
PRELIMINARY COPIES
FORM OF
P R O X Y C A R D
LUTHERAN BROTHERHOOD REALTY FUND I
THIS PROXY IS SOLICITED ON BEHALF OF LUTHERAN BROTHERHOOD REALTY FUND I
(THE "PARTNERSHIP") BY LUTHERAN BROTHERHOOD REAL ESTATE PRODUCTS COMPANY (THE
"GENERAL PARTNER").
The undersigned, a holder of limited partnership interests in the
Partnership ("Units") on March 29, 1996 (the "Record Date"), hereby appoints
Mitchell F. Felchle or Otis F. Hilbert, or either of them with full power of
substitution, as proxies for the undersigned, to vote all Units which the
undersigned is entitled to vote, pursuant to the holder's indications, at the
Special Meeting of Limited Partners to be held on May ___, 1996, and at any
adjournments or postponements thereof, on the following matters.
The General Partner recommends that you vote FOR the following proposal:
1. The liquidation of the Partnership and the sale of the property
owned by the Partnership and the properties owned by joint ventures
in which the Partnership is a co-venturer, over a period of time
beginning on the date of Limited Partner approval and not to exceed
two years from such date, followed by the dissolution and winding up
of the Partnership, as described in the Proxy Statement (the
"Liquidation Proposal").
FOR [ ] THE LIQUIDATION PROPOSAL, AS DESCRIBED ABOVE AND IN THE
PARTNERSHIP'S PROXY STATEMENT.
AGAINST [ ] THE LIQUIDATION PROPOSAL, AS DESCRIBED ABOVE AND IN THE
PARTNERSHIP'S PROXY STATEMENT.
ABSTAIN [ ] ON WHETHER OR NOT TO APPROVE THE LIQUIDATION PROPOSAL, AS
DESCRIBED ABOVE AND IN THE PARTNERSHIP'S PROXY STATEMENT.
2. In their discretion, upon such other matters as may properly come
before the Special Meeting.
IF A LIMITED PARTNER SIGNS THIS CARD, BUT DOES NOT INDICATE A VOTE ABOVE,
THE GENERAL PARTNER WILL TREAT SUCH CARD AS A VOTE FOR THE LIQUIDATION
PROPOSAL.
IMPORTANT: THIS PROXY CARD MUST BE SIGNED AND DATED IN ORDER TO BE VALID
SIGNATURE(S) REQUIRED: Date: __________
____________________________________
____________________________________
____________________________________<PAGE>
Note:
Please sign as your name(s) appears on the address label. All parties
indicated on the address label must sign this card.
INSTRUCTIONS FOR PROXY CARD:
1. Please review the enclosed proxy materials.
2. Indicate your vote by marking one of the boxes on the Proxy Card
above. Your General Partner recommends that you vote FOR the
Liquidation Proposal.
3. DATE AND SIGN PROXY CARD AS YOUR NAME(S) APPEARS ON THE ADDRESS LABEL
ON THE REVERSE SIDE OF THE PROXY CARD.
Your prompt response is appreciated. If you have any questions concerning this
information, please feel free to contact our Investor Relations Department at
___________.
