SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 21, 1995
BRUNNER COMPANIES INCOME PROPERTIES L.P. II
(Exact name of registrant as specified in its charter)
DELAWARE 0-17568 31-1247944
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification
Number)
One Insignia Financial Plaza
Post Office Box 1089
Greenville, South Carolina 29602
(Address of Principal Executive Office)
Registrant's telephone number, including area code (864) 239-1000
Item 2. Acquisition or Disposition of Assets
On December 21, 1995, Aetna Life Insurance Company ("Aetna"), the lender,
foreclosed on Cumberland Plaza Shopping Center, located in McMinnville,
Tennessee. On December 26, 1995, Aetna, the lender, also foreclosed on
Cunningham Place Shopping Center and Hampton Plaza Shopping Center. The
mortgage notes payable matured September 1, 1995, and had been in default since
that date. In the General Partner's opinion, it was not in the Partnership's
best interests to contest the foreclosure action.
Item 7. Financial Statements and Exhibits
(a) Pro forma financial information
Cumberland Plaza Shopping Center was foreclosed on by Aetna Life Insurance
Company ("Aetna") on December 21, 1995. Cunningham Place Shopping Center and
Hampton Plaza Shopping Center were foreclosed on by Aetna on December 26, 1995.
The following unaudited pro-forma condensed balance sheet of the Partnership
assumes the properties had been disposed of at September 30, 1995.
Pro-Forma Balance Sheet
(Unaudited)
September September
1995 Pro-Forma 1995
As Reported Adjustments Pro-Forma
Cash $ 127,197 $ (12,203) (1) $ 114,994
Other assets 456,518 (225,987) (1) 230,531
Investment Properties 24,722,420 (18,589,420) (1) 6,133,000
Total assets $25,306,135 $(18,827,610) $6,478,525
Accrued liabilities $ 357,261 $ (301,711) (1) $ 55,550
Mortgage notes payable 24,722,420 (18,589,420) (1) 6,133,000
Estimated costs during
the period of 151,454 63,521 214,975
25,231,135 (18,827,610) 6,403,525
Net assets in liquidation $ 75,000 $ -- $ 75,000
[FN]
(1) Represents pro-forma adjustments to reflect the disposition of assets and
settlement of applicable liabilities related to the foreclosures of
Cumberland Plaza Shopping Center, Cunningham Place Shopping Center, and
Hampton Plaza Shopping Center.
The following pro-forma statements of loss assume Cumberland Plaza,
Cunningham Place, and Hampton Plaza Shopping Centers had been foreclosed on as
of September 30, 1995, and December 31, 1994, respectively.
<TABLE>
<CAPTION>
Pro-Forma Statements of Loss
(Unaudited)
For the nine months ended For the year ended
September 30, 1995 December 31, 1994
(2) (2)
As Reported Adjustments Pro-Forma As Reported Adjustments Pro-Forma
<S> <C> <C> <C> <C> <C> <C>
Total revenues $ 2,373,346 $(1,703,054) $670,292 $ 3,469,981 $(2,595,855) $ 874,126
Operating expenses 192,880 (161,213) 31,667 305,271 (218,282) 86,989
General & administrative 85,625 -- 85,625 128,467 (32,880) 95,587
Property management fees 75,612 (54,624) 20,988 142,815 (118,912) 23,903
Depreciation & Amortization 753,731 (565,399) 188,332 1,019,112 (770,506) 248,606
Interest 2,161,673 (1,611,420) 550,253 2,637,687 (2,035,854) 601,833
Property taxes 172,556 (133,236) 39,320 220,426 (168,119) 52,307
Write-down of property -- -- -- 391,089 (391,089) --
Tenant reimbursements (219,760) 152,468 (67,292) (333,114) 245,930 (87,184)
Total expenses 3,222,317 (2,373,424) 848,893 4,511,753 (3,489,712) 1,022,041
Adjustment to liquidation basis 130,142 11,581 141,723 -- -- --
Net loss $ (718,829) $ 681,951 $(36,878) $(1,041,772) $ 893,857 $ (147,915)
Net loss allocated to
general partner (1%) $ (7,188) $ 6,819 $ (369) $ (10,418) $ 8,939 $ (1,479)
Net loss allocated to Class A
limited partners (98.01%) (704,525) 668,381 (36,144) (1,021,041) 876,069 (144,972)
Net loss allocated to Class B
limited partners (.99%) (7,116) 6,751 (365) (10,313) 8,849 (1,464)
$ (718,829) $ 681,951 $(36,878) $(1,041,772) $ 893,857 $ (147,915)
Net loss per partnership unit $ (0.82) $ 0.78 $ (0.04) $ (1.19) $ 1.02 $ (0.17)
Weighted average
number of units 865,000 865,000 865,000 865,000
</TABLE>
[FN]
(2) Represents pro-forma adjustments to remove Cumberland Plaza Shopping Center,
Cunningham Place Shopping Center and Hampton Plaza Shopping Center revenues
and expenses to reflect the foreclosure.
Certain reclassifications have been made to the 1994 balances to conform to the
1995 presentation.
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.
BRUNNER COMPANIES INCOME PROPERTIES L.P. II,
a Delaware limited partnership
By: Brunner Management Limited
Partnership, an Ohio limited partnership,
its General Partner
By: 104 Management, Inc., an Ohio corporation,
its General Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
By: /s/ Robert D. Long, Jr.
Robert D. Long, Jr.
Controller and Principal
Accounting Officer
Date: January 10, 1996
(c) Exhibits
Exhibit No. Description
99.1 Trustee's Deed recording transfer of title for
Cumberland Plaza Shopping Center from Brunner
Companies Income Properties L.P. II, a Delaware
Limited Partnership, to Aetna Life Insurance
Company dated December 21, 1995.
99.2 Trustee's Deed recording transfer of title for
Cunningham Place Shopping Center from Brunner
Companies Income Properties L.P. II, a Delaware
Limited Partnership, to Aetna Life Insurance
Company dated December 26, 1995.
99.3 Trustee's Deed recording transfer of title for
Hampton Plaza Shopping Center from Brunner
Companies Income Properties L.P. II, a Delaware
Limited Partnership, to Aetna Life Insurance
Company dated December 26, 1995.
This instrument prepared by
and return to:
W. Emmett Marston, Esq.
Martin, Tate, Morrow & Marston, P.C.
22 North Front, Suite 1100
Memphis, Tennessee 38103-1182
TRUSTEE'S DEED
WHEREAS, under date as of November 1, 1988, TENNESSEE ASSOCIATES-VI
(McMINNVILLE), a Ohio general partnership, ("Grantor") and CARRIE L. WILSON, as
Ground Lessor, executed a certain Deed of Trust to W. Emmett Marston, Trustee
as the same appears of record in TD Book 246, Page 529, in the Register's
Office of Warren County, Tennessee, ("Deed of Trust"), and the Deed of Trust
assumed by Brunner Companies Income Properties, L.P, II pursuant to that
certain Assumption Agreement dated December 21, 1988 and recorded in TD Book
248, Page 120 in said Register's Office, with the Deed of Trust having been
modified by Modification Agreement dated June 5, 1989 and recorded at TD Book
251, Page 441; further modified by that certain Second Modification Agreement
recorded at TD Book 255, Page 975 and further modified by that certain Third
Modification and Extension Agreement recorded at TD Book 309, Page 484, all
recorded in said Register's Office, ("Deed of Trust"); and AETNA LIFE INSURANCE
COMPANY, owner of the debt secured; and
WHEREAS, default was made in the payment of the debt and obligations
secured by said Deed of Trust, and the undersigned, as Trustee, was requested
by AEtna Life Insurance Company as the owner and holder of the debt secured by
said Deed of Trust to advertise and sell the property conveyed by said Deed of
Trust in compliance with the provisions thereof; and
WHEREAS, the undersigned as Trustee, did, in compliance with the
provisions of said Deed of Trust, advertise for sale the said property, the
advertisement for sale having been published in Southern Standard, a newspaper
published in McMinnville, Warren County, Tennessee, in the issues of November
29, December 6, and December 13, 1995, of said newspaper, said sale having been
advertised for Thursday, December 21, 1995, commencing at 10 a.m., at the south
door of the courthouse in McMinnville, Tennessee, at which time and place the
same was offered for sale and sold; and
WHEREAS, the highest and best bid of said property was then and there
made by Cumberland II, L.P., to-wit: a bid of 5 million 225 thousand and fifty
Dollars ($5,225,050.00) for said property, which bid was then and there
accepted by the undersigned as Trustee.
NOW, THEREFORE, for the consideration named, and for and in consideration
of the compliance with the terms of said bid, the undersigned Trustee has
bargained and sold, and does hereby bargain, sell, and convey unto said
Cumberland II, L.P., the property advertised and sold as hereinabove recited,
situated, lying, and being in the City of McMinnville, County of Warren, State
of Tennessee, and more particularly described as follows:
TRACT 1 (Shopping Center Parcel)
A tract of land in the First Civil District of Warren County, City of
McMinnville, Tennessee and being Lot 1 on plat of Cumberland Plaza as of
record in Cabinet A, Slide 32, Side 1, R.O.W.C., Tennessee and being more
particularly described as follows:
Beginning at an iron pin set on the north right-of-way line of Highway
70S Bypass (a 150-foot right-of-way) at the southwest corner of the
property of Elizabeth Adcock Northcutt, as recorded in Deed Book 236,
page 980, R.O.W.C., Tennessee; thence,
1. Westwardly with the north right-of-way line of Highway 70S Bypass
and a curve to the left having a radius of 8187.17 feet, a distance
of 1049.78 feet to an existing iron pin. Said curve has a chord
bearing and distance of S 88 degrees 36' 40" W, 1049.06 feet;
thence,
2. Leaving said right-of-way with the east boundary line, in part, of
the property of McKinley Wilson, no deed reference, N 34 degrees
32' 38" E, 1234.76 feet to an existing concrete monument; thence,
3. Leaving the east boundary line with the south boundary line of the
property of Doris Ann Dunlap, as recorded in Deed Book 197, page
975, R.O.W.C., Tennessee and the property of Burch Supply Company,
no deed reference, S 59 degrees 42' 24" E, 496.91 feet to a
concrete monument; thence,
4. With the south boundary line of the property of Burch Supply
Company, S 68 degrees 15' 23" E, 211.00 feet to an iron pin set in
the west right-of-way line of Highway 56, Smithville Highway,
(a 100-foot right-of-way); thence,
5. With the west right-of-way line of Highway 56, S 10 degrees 00' 00"
E, 47.50 feet; thence,
6. Leaving said right-of-way line with a new line, S 80 degrees 00'
00" W, 10.00 feet to a point; thence,
7. S 71 degrees 52' 12" W, 72.85 feet to an iron pin; thence,
8. With a 15-foot radius curve to the left, a distance of 21.43 feet.
Said curve has a chord bearing and distance of S 30 degrees 56'
02" W, 19.66 feet to an iron pin; thence,
9. S 10 degrees 00' 00" E, 94.87 feet to an iron pin; thence,
10. S 34 degrees 32' 38" W, 71.10 feet to an iron pin; thence,
11. With a 23-foot radius curve to the left, a distance of 54.01 feet.
Said curve has a chord bearing and distance of S 32 degrees 43'
41" E, 42.43 feet to an iron pin; thence,
12. N 80 degrees 00' 00" E, 128.48 feet to a point in the west right
-of-way line of Highway 56, Smithville Highway; thence,
13. Along said right-of-way line, S 10 degrees 00' 00" E, 60.00 feet to
a point; thence,
14. Leaving said right-of-way line, with a new line, S 80 degrees 00'
00" W, 142.26 feet to a point; thence,
15. S 42 degrees 24' 17" W, 108.37 feet to a point; thence,
16. S 30 degrees 21' 00" W, 141.14 feet to a point; thence,
17. S 77 degrees 57' 54" E, 10.01 feet to a point, the northwest
corner of Elizabeth Adcock Northcutt property as recorded in Deed
Book 236, page 980, R.O.W.C., Tennessee; thence,
18. With the west boundary line of Elizabeth Adcock Northcutt, S 25
degrees 00' 15" W, 134.43 feet to the point of beginning and
containing 770,597 square feet or 17.690 acres more or less.
The above described tract includes a portion of that land leased to
Tennessee & Associates-VI (McMinnville) under the terms of a land lease
agreement recorded in Deed Book 250, page 265 R.O.W.C., Tennessee and a
portion of that land conveyed in fee simple to Tennessee & Associates-VI
(McMinnville) by deeds recorded in Deed Book 251, page 108, Deed Book 250,
page 838 and Deed Book 252, page 235 R.O.W.C., Tennessee.
TRACT II (Outparcel 2)
A tract of land in the First Civil District of Warren County, City of
McMinnville, Tennessee and being Lot 2 on the plat of Cumberland Plaza as
of record in Cabinet A, Slide 32, Side 1, R.O.W.C., Tennessee and being
more particularly described as follows:
Beginning at a point in the west right-of-way line of State Highway 56
that is 363 feet north of the northeast corner of a tract conveyed to
Elizabeth Adcock Northcutt by deed recorded in Book 236, page 980,
R.O.W.C., Tennessee and proceeding as follows:
1. S 80 degrees 00' 00" W, 128.48 feet to an iron pin; thence,
2. With a 23-foot radius curve to the right, a distance of 54.01 feet.
Said curve has a chord bearing and distance of N 32 degrees 43' 41"
W, 42.43 feet to an iron pin; thence,
3. N 34 degrees 32' 38" E, 71.10 feet to an iron pin; thence,
4. N 10 degrees 00' 00" W, 94.87 feet to an iron pin; thence,
5. With a 15-foot radius curve to the right, a distance of 21.43 feet.
Said curve has a chord bearing and distance of N 30 degrees 56' 02"
E, 19.66 feet to an iron pin; thence,
6. N 71 degrees 52' 12" E, 72.85 feet to a point; thence,
7. N 80 degrees 00' 00" E, 10.00 feet to an iron pin in the west right-
of-way line of State Highway 56; thence,
8. With said line, S 10 degrees 00' 00" E, 209.69 feet to the point of
beginning and containing 22,697 square feet or 0.521 of an acre more
or less.
The above described tract includes a portion of that land leased to
Tennessee & Associates-VI (McMinnville) under the terms of a land lease
agreement recorded in Deed Book 250, page 265, R.O.W.C., Tennessee and a
portion of that land conveyed in fee simple to Tennessee & Associates-VI
(McMinnville) by deed recorded in Deed Book 251, page 108, Deed Book 250,
page 838 and Deed Book 252, page 235 R.O.W.C., Tennessee.
TRACT III (Outparcel 3, Long John Silver)
A tract of land in the First Civil District of Warren County, City of
McMinnville, Tennessee and being Lot 3 on the plat of Cumberland Plaza as
of record in Cabinet A, Slide 32, Side 1, R.O.W.C., Tennessee and being
more particularly described as follows:
Beginning at a point on the west right-of-way line of State Highway 56
that is N 10 degrees 00' 00" W, 138.96 feet from the northeast corner of
a tract conveyed to Elizabeth Adcock Northcutt by deed recorded in Book
236, page 980, R.O.W.C., Tennessee and proceeding as follows:
1. S 80 degrees 00' 00" W, 126.00 feet; thence,
2. N 56 degrees 12' 16" W, 141.50 feet; thence,
3. N 42 degrees 24' 17" E, 108.37 feet; thence,
4. N 80 degrees 00' 00" E, 142.26 feet to a point on the west right
-of-way line of Highway 56; thence,
5. With said line, S 10 degrees 00'00" E, 164.04 feet to the point of
beginning and containing 29,582 square fee or 0.679 acres, more or
less.
The above described tract includes a portion of that land leased to
Tennessee & Associates-VI (McMinnville) under the terms of a land lease
agreement recorded in Deed Book 250, page 265 R.O.W.C., Tennessee and a
portion of that land conveyed in fee simple to Tennessee & Associates-VI
(McMinnville) by deed recorded in Deed Book 250, page 838 R.O.W.C.,
Tennessee.
TRACT IV (Outparcel 4)
A tract of land in the First Civil District of Warren County, City of
McMinnville, Tennessee and being Lot 1 on plat of Cumberland Plaza as of
record in Cabinet A, Slide 32, Side 1, R.O.W.C., Tennessee and being more
particularly described as follows:
Beginning at a point on the west right-of-way line of State Highway 56,
said point also being the northeasterly corner of a tract conveyed to
Elizabeth Adcock Northcutt by deed recorded in Book 236, page 980,
R.O.W.C., Tennessee; thence,
1. With Northcutt's northerly line, N 77 degrees 57' 54" W,
344.69 feet;thence,
2. N 30 degrees 21' 00" E, 141.14 feet; thence,
3. S 56 degrees 12' 16" E, 141.50 feet; thence,
4. N 80 degrees 00' 00" E, 126.00 feet to a point on the west right
-of-way line of State Highway 56; thence,
5. With said right-of-way, S 10 degrees 00' 00" E, 138.96 feet to the
point of beginning and containing 32,774 square feet or 0.752 acres
more or less.
The above described tract is a portion of that land leased to
Tennessee & Associates-VI (McMinnville) under the terms of a land lease
agreement recorded in Deed Book 250, page 265 R.O.W.C., Tennessee.
Less and Except the property conveyed by a deed from Brunner Companies
Income Properties, L.P., III to the State of Tennessee dated February 5,
1990 and recorded at WD Book 261, Page 46 in said Register's Office.
Together with the following:
In conjunction and simultaneously with this Trustee's Sale, AEtna Life
Insurance Company as secured party, has foreclosed the security interest
granted by Tennessee & Associates-VI (McMinnville) ("Debtor") to AEtna Life
Insurance Company ("Secured Party") in the collateral ("Collateral") described
in the Deed of Trust and in the Uniform Commercial Code financing statements
filed at Instrument No. 604410 in the office of the Tennessee Secretary of
State, at File No. 5386 recorded in the personal property records of said
Register's Office and at TD Book 246, Page 594, recorded in the real property
records of said Register's Office; and by Brunner Companies Income Properties,
L.P., II as debtor to AEtna Life Insurance Company as secured party in the
Collateral described in Uniform Commercial Code financing statements filed at
Instrument No. 612740 in the office of the Tennessee Secretary of State, at
File No. 5567 recorded in the personal property records of said Register's
Office and at TD Book 247, Page 599 and amended in TD Book 251, Page 653 both
being recorded in the real property records in said Register's Office, and
said Collateral is more particularly described as follows:
All right, title and interest of the Debtor in and to all tangible
personal property owned by the Debtor and now or at any time hereafter
located on or at the real property as described in the Deed of Trust and
as hereinafter described and in the above financing statements (the
"Property") or used in connection therewith, including, but not limited
to: all goods, machinery, tools, insurance proceeds and refunds of
insurance premiums, equipment (including fire sprinklers and alarm
systems, office air conditioning, heating, refrigerating, electronic
monitoring, entertainment, recreational, window or structural cleaning
rigs, maintenance, exclusion of vermin or insects, removal of dust, refuse
or garbage and all other equipment of every kind), lobby and all other
indoor and outdoor furniture (including tables, chairs, planters, desks,
sofas, shelves, lockers and cabinets), wall beds, wall safes, furnishings,
appliances (including ice boxes, refrigerators, fans, heaters, stoves,
water heaters and incinerators), inventory, rugs, carpets and other floor
coverings, draperies and drapery rods and brackets, awnings, window
shades, venetian blinds, curtains, lamps, chandeliers and other lighting
fixtures and office maintenance and other supplies; and any proceeds
(including insurance proceeds) of the foregoing, any additions and
accessions thereto, and any replacement or renewals of all of the
foregoing;
TOGETHER WITH all proceeds arising from or by virtue of the sale,
lease or other disposition of any of the real or personal property
described herein; all proceeds (including premium refunds) payable or to
be payable under each policy of insurance relating to the improvements now
or hereafter constructed on the Property (the "Improvements"); to the
extent permitted by law, all proceeds arising from the taking of all or a
part of the real property or any rights appurtenant thereto, including
without limitation any awards for severance damages and any awards
resulting from a change of grade of streets, curb cuts or other rights of
access, for any public or quasi-public use under any law, or by the right
of eminent domain, or by private or other purchase in lieu thereof; and
all other interest of every kind and character which the Debtor now has or
at any time hereafter acquires, in and to the real and personal property
described herein, and all property which is used or useful in connection
therewith, including rights or ingress and egress and all reversionary
rights or interest of the Debtor with respect to such property; and any
proceeds thereof (including insurance proceeds), any accessions and
additions thereto, and replacements or renewals of all of the foregoing;
TOGETHER WITH all the estate, interest, right, title, other claim or
demand, including claims or demands with respect to the proceeds
(including premiums refunds) of insurance in effect with respect thereto
which the Debtor now has or may hereafter acquire in the Property and
Improvements, and any and all awards made for the taking by eminent
domain, or by any proceeding or purchase in lieu thereof, of the whole or
any part of the estate, property and interest conveyed to the Secured
Party or for the benefit of the Second Party pursuant to a Deed of Trust
or Mortgage;
TOGETHER WITH, all (to the full extent legally assignable) licenses,
permits and authorizations (issued in the name of the Debtor) necessary
for the operation of the Property and Improvements as a shopping center;
TOGETHER WITH all rents, issues and profits assigned to the Secured
Party pursuant to that certain Assignment of Rents and Leases from the
Debtor to the Secured Party.
Together with all other property, rights, privileges, and benefits
conveyed by said Deed of Trust
TO HAVE AND TO HOLD unto the said Cumerland II, L.P., its successors and
assigns, in fee simple forever.
All equities of redemption, statutory rights of redemption, homestead,
dower, and all other rights and exemptions of every kind are expressly waived in
said Deed of Trust, and the title is believed to be good, but the undersigned
will sell and convey only as Trustee.
The undersigned Trustee believes the title hereby conveyed to be good, but
warrants same against the lawful claims of all persons claim by, through, and
under a conveyance from the undersigned as Trustee, under the provisions of the
above described Deed of Trust, but not further or otherwise.
WITNESS the signature of the undersigned Trustee, this the 21st day of
December, 1995.
/s/ W. Emmett Marston
W. EMMETT MARSTON
Trustee
STATE OF TENNESSEE
COUNTY OF SHELBY
Personally appeared before me, a Notary Public in and for said state and
county, duly commissioned and qualified, W. Emmett Marston, Trustee, the within
named bargainor, with whom I am personally acquainted (or proved to me on the
basis of satisfactory evidence), and who acknowledged that he executed the
within instrument for the purposes therein contained.
WITNESS my hand and official seal at office this 21st day of December,
1995.
/s/ Harry W. Camp
Notary Public
1-30-97
Expiration Date
* * * * * * * * * * * * * * * * * * *
RECORDING DATA ONLY
Property Address: I hereby swear or affirm that to the
best of my knowledge, information,
and belief, the actual consideration
for this property transfer or value
of the property transferred,
Agency Responsible for Payment of whichever is greater, is
Taxes and Mail Bills to: $5,225,050.00, which amount is equal
to or greater than the amount which
the property transferred would
command at a fair and voluntary sale.
_______________
AFFIANT
TAX PARCEL NO. Subscribed and sworn to before this
21st day of December, 1995.
Map 59F-C-10
6
7 /s/ Harry W. Camp
8.01 NOTARY PUBLIC
8
10.002 My Commission Expires:
1-30-97
This instrument prepared by
and return to:
W. Emmett Marston, Esq.
Martin, Tate, Morrow & Marston, P.C.
22 North Front, Suite 1100
Memphis, Tennessee 38103-1182
TRUSTEE'S DEED
WHEREAS, under date as of November 1, 1988, TENNESSEE ASSOCIATES-II
(Cunningham Place) a Ohio general partnership, ("Grantor") executed a certain
Deed of Trust to W. Emmett Marston, Trustee, as the same appears of record in TD
Book 416, Page 1481, in the Register's Office of Montgomery County, Tennessee,
("Deed of Trust"), which Deed of Trust was assumed by Brunner Companies Income
Properties, L.P, II pursuant to that certain Assumption Agreement dated December
21, 1988 and recorded in TD Book 418, Page 1169 in said Register's Office, with
the Deed of Trust modified by Modification Agreement dated June 5, 1989 and
recorded at TD Book 425, Page 838; further modified by that certain Second
Modification Agreement recorded at TD Book 434, Page 695 and further modified by
that certain Third Modification and Extension Agreement recorded at TD Book 554,
Page 599, all recorded in said Register's Office,("Deed of Trust"); and AETNA
LIFE INSURANCE COMPANY, owner of the debt secured; and
WHEREAS, default was made in the payment of the debt and obligations
secured by said Deed of Trust, and the undersigned, as Trustee, was requested by
AEtna Life Insurance Company as the owner and holder of the debt secured by said
Deed of Trust to advertise and sell the property conveyed by said Deed of Trust
in compliance with the provisions thereof; and
WHEREAS, the undersigned as Trustee, did, in compliance with the
provisions of said Deed of Trust, advertise for sale the said property, the
advertisement for sale having been published in Leaf Chronicle, a newspaper
published in Clarksville, Montgomery County, Tennessee, in the issues of
December 4, December 11, and December 18, 1995, of said newspaper, said sale
having been advertised for Tuesday, December 26, 1995, commencing at 10:30 a.m.,
at the east door of the courthouse in Clarksville, Tennessee, at which time and
place the same was offered for sale and sold; and
WHEREAS, the highest and best bid of said property was then and there made
by Cunningham II, L.P.* to-wit: a bid of Five Million Twenty-Five Thousand
Fifty Dollars ($5,025,050) for said property, which bid was then and there
accepted by the undersigned as Trustee.
NOW, THEREFORE, for the consideration named, and for and in consideration
of the compliance with the terms of said bid, the undersigned Trustee has
bargained and sold, and does hereby bargain, sell, and convey unto said
CUNNINGHAM II, L.P.*, the property advertised and sold as hereinabove recited,
situated, lying, and being in the City of Clarksville, County of Montgomery,
State of Tennessee, and more particularly described as follows:
*a South Carolina limited partnership
TRACT I: (Shopping Center Parcel)
A tract of land in the Third Civil District of Montgomery County,
Tennessee being Lot No. 1 on the plat of Cunningham Place Shopping Center
as of record in Book 12, Page 187, R.O.M.C., Tennessee that is more fully
described as follows:
Beginning at an existing iron pin in the northerly right-of-way line of
Cunningham Lane, said pin also being the southwest corner of the herein
described tract and the southeast corner of John T. Cunningham, III, et al
tract as of record in Deed Book 332, Page 27, R.O.M.C., Tennessee and
proceeding as follows:
1. Leaving the northerly right-of-way line of Cunningham Lane and with
the easterly line of the John T. Cunningham, III, et al tract N 42
degrees 16' 09" W, 1070.01 feet to an existing concrete monument;
thence,
2. With the southerly line of the Cunningham tract N 73 degrees 52'
29"E, 985.59 feet to an existing concrete monument in the westerly
right-of-way line of U.S. Highway 41-A and State Route 12; thence,
3. With the westerly right-of-way line of U.S. Highway 41-A and State
Route 12 S 24 degrees 16' 09" E, 132.70 feet to an iron pin set;
thence,
4. Leaving said right-of-way line S 65 degrees 43' 51" W, 187.71 feet
to an iron pin set; thence,
5. S 24 degrees 16' 09" E, 360.00 feet to an iron pin set; thence,
6. N 65 degrees 43' 51" E, 187.71 feet to an iron pin set in the
westerly right-of-way line of U.S. Highway 41-A and State Route 12;
thence,
7. With said right-of-way line S 24 degrees 16' 09" E, 469 feet to an
iron pin set; thence,
8. Leaving said right-of-way line S 65 degrees 43' 51" W, 395.00 feet
to an iron pin set; thence,
9. S 24 degrees 16' 09" E, 181.48 feet to an iron pin set on the
northerly right-of-way line of Cunningham Lane; thence,
10. With said right-of-way line S 85 degrees 51' 22" W, 618.42 feet to
the point of beginning, and containing 982,422 square feet, more or
less, or 22.55 acres, more or less.
Recorded in Official Plat book 12, Plat 187, page 187 R.O.M.C., Tennessee.
TRACT II: (Storage Pond Parcel)
Beginning at an existing concrete highway monument in the southwesterly
right-of-way line of U.S. Highway 41-A and State Route 12, said monument
being the northerly terminus of the westerly return curve on U.S. Highway
41-A and Cunningham Lane; thence,
1. With said return S 06 degrees 56' 06" W, a distance of 85.79 feet
to an existing iron pin; thence,
2. S 46 degrees 50' 56" W, 92.73 feet to an existing concrete highway
monument in the northerly right-of-way line of Cunningham Lane;
thence,
3. With said right-of-way line S 85 degrees 51' 22" W, 120.47 feet to
a point; thence,
4. Leaving said right-of-way N 04 degrees 08' 38" W, a distance of
102.60 feet to a point; thence,
5. N 65 degrees 43' 15" E, a distance of 210 feet to a point in the
westerly right-of-way line of U.S. Highway 41-A; thence,
6. With said right-of-way S 24 degrees 16' 09" E, a distance of 34.40
feet to the point of beginning and containing 25,470 square feet,
more or less, or 0.58 acre, more or less.
Recorded in Official Plat Book 12, Plat 187, page 187 R.O.M.C., Tennessee
Being a part of the same property conveyed to Tennessee & Associates-II
(Cunningham Place), by deed from CCC, Ltd., a Tennessee Limited
Partnership, of record in Official Record Book Volume 372, page 1283, and
all the same property conveyed to Tennessee & Associates-II (Cunningham
Place) by deed from CCC, Ltd., a Tennessee Limited Partnership, of record
in Official Record Book Volume Book 380, page 162, Register's Office for
Montgomery County, Tennessee
Together with the following:
In conjunction and simultaneously with this Trustee's Sale, AEtna Life
Insurance Company as secured party, has foreclosed the security interest granted
by Tennessee & Associates-II (Cunningham Place) ("Debtor") to AEtna Life
Insurance Company ("Secured Party") in the collateral ("Collateral") described
in the Deed of Trust and in the Uniform Commercial Code financing statements
filed at Instrument No. 604408 in the office of the Tennessee Secretary of
State, at File No. 88-5289 recorded in the personal property records of said
Register's Office and at TD Book 416, Page 1705, recorded in the real property
records of said Register's Office; and by Brunner Companies Income Properties,
L.P., II as debtor to AEtna Life Insurance Company as secured party in the
Collateral described in Uniform Commercial Code financing statements filed at
Instrument No. 615430 in the office of the Tennessee Secretary of State, at File
No. 89-499 recorded in the personal property records of said Register's Office
and at TD Book 418, Page 1244, being recorded in the real property records in
said Register's Office and said Collateral is more particularly described as
follows:
All right, title and interest of the Debtor in and to all tangible
personal property owned by the Debtor and now or at any time hereafter
located on or at the real property as described in the Deed of Trust and
as hereinafter described and in the above financing statements (the
"Property") or used in connection therewith, including, but not limited
to: all goods, machinery, tools, insurance proceeds and refunds of
insurance premiums, equipment (including fire sprinklers and alarm
systems, office air conditioning, heating, refrigerating, electronic
monitoring, entertainment, recreational, window or structural cleaning
rigs, maintenance, exclusion of vermin or insects, removal of dust, refuse
or garbage and all other equipment of every kind), lobby and all other
indoor and outdoor furniture (including tables, chairs, planters, desks,
sofas, shelves, lockers and cabinets), wall beds, wall safes, furnishings,
appliances (including ice boxes, refrigerators, fans, heaters, stoves,
water heaters and incinerators), inventory, rugs, carpets and other floor
coverings, draperies and drapery rods and brackets, awnings, window
shades, venetian blinds, curtains, lamps, chandeliers and other lighting
fixtures and office maintenance and other supplies; and any proceeds
(including insurance proceeds) of the foregoing, any additions and
accessions thereto, and any replacement or renewals of all of the
foregoing;
TOGETHER WITH all proceeds arising from or by virtue of the sale,
lease or other disposition of any of the real or personal property
described herein; all proceeds (including premium refunds) payable or to
be payable under each policy of insurance relating to the improvements now
or hereafter constructed on the Property (the "Improvements"); to the
extent permitted by law, all proceeds arising from the taking of all or a
part of the real property or any rights appurtenant thereto, including
without limitation any awards for severance damages and any awards
resulting from a change of grade of streets, curb cuts or other rights of
access, for any public or quasi-public use under any law, or by the right
of eminent domain, or by private or other purchase in lieu thereof; and
all other interest of every kind and character which the Debtor now has or
at any time hereafter acquires, in and to the real and personal property
described herein, and all property which is used or useful in connection
therewith, including rights or ingress and egress and all reversionary
rights or interest of the Debtor with respect to such property; and any
proceeds thereof (including insurance proceeds), any accessions and
additions thereto, and replacements or renewals of all of the foregoing;
TOGETHER WITH all the estate, interest, right, title, other claim or
demand, including claims or demands with respect to the proceeds
(including premiums refunds) of insurance in effect with respect thereto
which the Debtor now has or may hereafter acquire in the Property and
Improvements, and any and all awards made for the taking by eminent
domain, or by any proceeding or purchase in lieu thereof, of the whole or
any part of the estate, property and interest conveyed to the Secured
Party or for the benefit of the Second Party pursuant to a Deed of Trust
or Mortgage;
TOGETHER WITH, all (to the full extent legally assignable) licenses,
permits and authorizations (issued in the name of the Debtor) necessary
for the operation of the Property and Improvements as a shopping center;
TOGETHER WITH all rents, issues and profits assigned to the Secured
Party pursuant to that certain Assignment of Rents and Leases from the
Debtor to the Secured Party.
TOGETHER WITH all other property, rights, privileges, and
benefits conveyed by said Deed of Trust.
TO HAVE AND TO HOLD unto the said CUNNINGHAM II, L.P., its successors and
assigns, in fee simple forever.
All equities of redemption, statutory rights of redemption, homestead,
dower, and all other rights and exemptions of every kind are expressly waived in
said Deed of Trust, and the title is believed to be good, but the undersigned
will sell and convey only as Trustee.
The undersigned Trustee believes the title hereby conveyed to be good, but
warrants same against the lawful claims of all persons claim by, through, and
under a conveyance from the undersigned as Trustee, under the provisions of the
above described Deed of Trust, but not further or otherwise.
WITNESS the signature of the undersigned Trustee, this the 26th day of
December, 1995.
/s/ W. Emmett Marston
W. EMMETT MARSTON
Trustee
STATE OF TENNESSEE
COUNTY OF SHELBY
Personally appeared before me, a Notary Public in and for said state and
county, duly commissioned and qualified, W. Emmett Marston, Trustee, the within
named bargainor, with whom I am personally acquainted (or proved to me on the
basis of satisfactory evidence), and who acknowledged that he executed the
within instrument for the purposes therein contained.
WITNESS my hand and official seal at office this 26th day of December,
1995.
/s/ Carol J. Sides
Notary Public
March 25, 1998
Expiration Date
* * * * * * * * * * * * * * * * * * *
RECORDING DATA ONLY
Property Address:
I hereby swear or affirm that to the
best of my knowledge, information,
Agency Responsible for Payment of and belief, the actual consideration
Taxes and Mail Bills to: for this property transfer or value
of the property transferred,
whichever is greater, is
$5,025,050.00, which amount is equal
to or greater than the amount which
the property transferred would
command at a fair and voluntary sale.
TAX PARCEL NO. 43.-1.09 /s/ F. Evans Harvill
AFFIANT
Subscribed and sworn to before this
26 day of December, 1995.
/s/ Nancy Moore
NOTARY PUBLIC
My Commission Expires:
1/21/98
This instrument prepared by
and return to:
W. Emmett Marston, Esq.
Martin, Tate, Morrow & Marston, P.C.
22 North Front, Suite 1100
Memphis, Tennessee 38103-1182
TRUSTEE'S DEED
WHEREAS, under date as of November 1, 1988, TENNESSEE ASSOCIATES-I
(Hampton Plaza) a Ohio general partnership, ("Grantor") executed a certain Deed
of Trust to W. Emmett Marston, Trustee, as the same appears of record in TD Book
416, Page 1578, in the Register's Office of Montgomery County, Tennessee, ("Deed
of Trust"), which Deed of Trust was assumed by Brunner Companies Income
Properties, L.P, II pursuant to that certain Assumption Agreement dated December
21, 1988 and recorded in TD Book 418, Page 1250 in said Register's Office, with
the Deed of Trust having been modified by Modification Agreement dated June 5,
1989 and recorded at TD Book 425, Page 825; further modified by that certain
Second Modification Agreement recorded at TD Book 434, Page 679 and further
modified by that certain Third Modification and Extension Agreement recorded at
TD Book 554, Page 576, all recorded in said Register's Office,("Deed of Trust");
and AETNA LIFE INSURANCE COMPANY, owner of the debt secured; and
WHEREAS, default was made in the payment of the debt and obligations
secured by said Deed of Trust, and the undersigned, as Trustee, was requested by
AEtna Life Insurance Company as the owner and holder of the debt secured by said
Deed of Trust to advertise and sell the property conveyed by said Deed of Trust
in compliance with the provisions thereof; and
WHEREAS, the undersigned as Trustee, did, in compliance with the
provisions of said Deed of Trust, advertise for sale the said property, the
advertisement for sale having been published in Leaf Chronicle, a newspaper
published in Clarksville, Montgomery County, Tennessee, in the issues of
December 4, December 11, and December 18, 1995, of said newspaper, said sale
having been advertised for Tuesday, December 26, 1995, commencing at 10:00 a.m.,
at the east door of the courthouse in Clarksville, Tennessee, at which time and
place the same was offered for sale and sold; and
WHEREAS, the highest and best bid of said property was then and there made
by HAMPTON II, L.P.* to-wit: a bid of Six Million One Hundred Fifty Thousand
Fifty Dollars ($6,150,050) for said property, which bid was then and there
accepted by the undersigned as Trustee.
NOW, THEREFORE, for the consideration named, and for and in consideration
of the compliance with the terms of said bid, the undersigned Trustee has
bargained and sold, and does hereby bargain, sell, and convey unto said HAMPTON
II, L.P.* the property advertised and sold as hereinabove recited, situated,
lying, and being in the City of Clarksville, County of Montgomery, State of
Tennessee, and more particularly described as follows:
*a South Carolina limited partnership
A tract of land in the Second and Sixth Civil Districts of Montgomery County,
Tennessee being more fully described as follows:
Beginning at an iron pin set on the west right-of-way line of U.S. Highway
79, said iron pin set being 144.72 feet north along a curve of the west
right-of-way line of U.S. Highway 79 from an iron pin set on said right-
of-way line and the northeast radius return of South Hampton Place, (a
private drive); thence,
1. Leaving the west right-of-way line of U.S. Highway 79, N. 59 degrees
19'00" W, 213.96 feet to an iron pin set; thence,
2. S 37 degrees 41' 00" W, 198.00 feet to an iron pin set in the north
right-of-way line of South Hampton Place, (a private drive); thence,
3. With the north right-of-way of South Hampton Place (a private
drive), N 52 degrees 19' 00" W, 1192.00 feet to an iron pin set.
Said point also being a southeast property corner of the Batson
East-Land Company, Inc. as of record in Deed Book 364, page 2138,
R.O.M.C., Tennessee; thence,
4. Leaving the north right-of-way line of South Hampton Place (a
private drive) and with an east line of the Batson East-Land
Company, Inc., N 37 degrees 41' 00" E, 519.37 feet to an iron pin
set; thence,
5. Leaving the Batson East-Land Company, Inc., line, S 52 degrees 19'
00" E, 75.00 feet to an iron pin set; thence,
6. N 37 degrees 41' 00" E, 81.63 feet to an iron pin set; thence,
7. N 82 degrees 41' 00" E, 316.78 feet to an iron pin set; thence,
8. S 52 degrees 19 ' 00" E, 130.00 feet to an iron pin set; thence,
9. Easterly and northerly with a 15.00-foot radius curve to the left, a
distance of 23.56 feet to an iron pin set. Said curve has a chord
bearing and distance of N 82 degrees 41' 00" E, 21.21 feet; thence,
10. N 37 degrees 41' 00" E, 80.00 feet to an iron pin set in the south
right-of-way line of North Edgewood Place, (a private drive);
thence,
11. With the south right-of-way line of North Edgewood Place, (a private
drive), S 52 degrees 19' 00" E, 53.49 feet to an iron pin set;
thence,
12. Leaving said right-of-way, S 37 degrees 41' 00" W, 93.81 feet to an
iron pin set; thence,
13. S 7 degrees 19' 00" E, 97.14 feet to an iron pin set; thence,
14. S 52 degrees 19' 00" E, 287.65 feet to an iron pin set; thence,
15. N 82 degrees 41' 00" E, 163.41 feet to an iron pin set; thence,
16. S 52 degrees 19' 00" E, 126.16 feet to an iron pin set; thence,
17. N 37 degrees 41' 00" E, 47.00 feet to an iron pin set in the south
right-of-way line of North Edgewood Place, (a private drive);
thence,
18. With the south right-of-way line of said drive, S 52 degrees 19' 00"
E, 85.61 feet to an iron pin set; thence,
19. Leaving said right-of-way, S 37 degrees 41' 00" W, 322.00 feet to an
iron pin set; thence,
20. S 52 degrees 19' 00" E, 213.91 feet to an iron pin set in the west
right-of-way lien of U.S. Highway 79; thence,
21. Along the west right-of-way of U.S. Highway 79, S 37 degrees 41' 00"
W, 137.34 feet to an iron pin set; thence,
22. S 52 degrees 19' 00" E, 5.00 feet to an iron pin set; thence,
23. Southwestwardly with a 5,789.58-foot radius curve to the left, a
distance of 262.76 feet. Said curve has a chord bearing and distance
of S 36 degrees 23' 03" W, 262.74 feet to the point of beginning and
containing 1,012,498 square feet or 23.244 acres more or less.
This tract is a portion of the same property conveyed to Tennessee &
Associates I, by deeds of record in Book 375, page 62 and Book 378, page
1907, R.O.M.C., Tennessee.
Together with the following:
In conjunction and simultaneously with this Trustee's Sale, AEtna Life
Insurance Company as secured party, has foreclosed the security interest granted
by Tennessee & Associates-I (Hampton Plaza) ("Debtor") to AEtna Life Insurance
Company ("Secured Party") in the collateral ("Collateral") described in the Deed
of Trust and in the Uniform Commercial Code financing statements filed at
Instrument No. 604409 in the office of the Tennessee Secretary of State, at File
No. 88-5290 recorded in the personal property records of said Register's Office
and at TD Book 416, Page 1699, recorded in the real property records of said
Register's Office; and by Brunner Companies Income Properties, L.P., II as
debtor to AEtna Life Insurance Company as secured party in the Collateral
described in Uniform Commercial Code financing statements filed at Instrument
No. 615431 in the office of the Tennessee Secretary of State, at File No. 89-500
recorded in the personal property records of said Register's Office and at TD
Book 418, Page 1323, recorded in the real property records in said Register's
Office and said Collateral is more particularly described as follows:
All right, title and interest of the Debtor in and to all tangible
personal property owned by the Debtor and now or at any time hereafter
located on or at the real property as described in the Deed of Trust and
as hereinafter described and in the above financing statements (the
"Property") or used in connection therewith, including, but not limited
to: all goods, machinery, tools, insurance proceeds and refunds of
insurance premiums, equipment (including fire sprinklers and alarm
systems, office air conditioning, heating, refrigerating, electronic
monitoring, entertainment, recreational, window or structural cleaning
rigs, maintenance, exclusion of vermin or insects, removal of dust, refuse
or garbage and all other equipment of every kind), lobby and all other
indoor and outdoor furniture (including tables, chairs, planters, desks,
sofas, shelves, lockers and cabinets), wall beds, wall safes, furnishings,
appliances (including ice boxes, refrigerators, fans, heaters, stoves,
water heaters and incinerators), inventory, rugs, carpets and other floor
coverings, draperies and drapery rods and brackets, awnings, window
shades, venetian blinds, curtains, lamps, chandeliers and other lighting
fixtures and office maintenance and other supplies; and any proceeds
(including insurance proceeds) of the foregoing, any additions and
accessions thereto, and any replacement or renewals of all of the
foregoing;
TOGETHER WITH all proceeds arising from or by virtue of the sale,
lease or other disposition of any of the real or personal property
described herein; all proceeds (including premium refunds) payable or to
be payable under each policy of insurance relating to the improvements now
or hereafter constructed on the Property (the "Improvements"); to the
extent permitted by law, all proceeds arising from the taking of all or a
part of the real property or any rights appurtenant thereto, including
without limitation any awards for severance damages and any awards
resulting from a change of grade of streets, curb cuts or other rights of
access, for any public or quasi-public use under any law, or by the right
of eminent domain, or by private or other purchase in lieu thereof; and
all other interest of every kind and character which the Debtor now has or
at any time hereafter acquires, in and to the real and personal property
described herein, and all property which is used or useful in connection
therewith, including rights or ingress and egress and all reversionary
rights or interest of the Debtor with respect to such property; and any
proceeds thereof (including insurance proceeds), any accessions and
additions thereto, and replacements or renewals of all of the foregoing;
TOGETHER WITH all the estate, interest, right, title, other claim or
demand, including claims or demands with respect to the proceeds
(including premiums refunds) of insurance in effect with respect thereto
which the Debtor now has or may hereafter acquire in the Property and
Improvements, and any and all awards made for the taking by eminent
domain, or by any proceeding or purchase in lieu thereof, of the whole or
any part of the estate, property and interest conveyed to the Secured
Party or for the benefit of the Second Party pursuant to a Deed of Trust
or Mortgage;
TOGETHER WITH, all (to the full extent legally assignable) licenses,
permits and authorizations (issued in the name of the Debtor) necessary
for the operation of the Property and Improvements as a shopping center;
TOGETHER WITH all rents, issues and profits assigned to the Secured
Party pursuant to that certain Assignment of Rents and Leases from the
Debtor to the Secured Party.
TOGETHER WITH all other property, rights, privileges, and
benefits conveyed by said Deed of Trust.
TO HAVE AND TO HOLD unto the said HAMPTON II, L.P. its successors and
assigns, in fee simple forever.
All equities of redemption, statutory rights of redemption, homestead,
dower, and all other rights and exemptions of every kind are expressly waived in
said Deed of Trust, and the title is believed to be good, but the undersigned
will sell and convey only as Trustee.
The undersigned Trustee believes the title hereby conveyed to be good, but
warrants same against the lawful claims of all persons claim by, through, and
under a conveyance from the undersigned as Trustee, under the provisions of the
above described Deed of Trust, but not further or otherwise.
WITNESS the signature of the undersigned Trustee, this the 26th day of
December, 1995.
/s/ W. Emmett Marston
W. EMMETT MARSTON
Trustee
STATE OF TENNESSEE
COUNTY OF SHELBY
Personally appeared before me, a Notary Public in and for said state and
county, duly commissioned and qualified, W. Emmett Marston, Trustee, the within
named bargainor, with whom I am personally acquainted (or proved to me on the
basis of satisfactory evidence), and who acknowledged that he executed the
within instrument for the purposes therein contained.
WITNESS my hand and official seal at office this 26th day of December,
1995.
/s/ Carol J. Sides
Notary Public
March 25, 1998
Expiration Date
* * * * * * * * * * * * * * * * * * *
RECORDING DATA ONLY
Property Address:
Agency Responsible for Payment of TAX PARCEL NO. 32-13.06
Taxes and Mail Bills to:
I hereby swear or affirm that to the
best of my knowledge, information,
and belief, the actual consideration
for this property transfer or value
of the property transferred,
whichever is greater, is
$6,150,050.00, which amount is equal
to or greater than the amount which
the property transferred would
command at a fair and voluntary sale.
F. Evans Harvill
AFFIANT
Subscribed and sworn to before this
26 day of December, 1995.
Nancy Moore
NOTARY PUBLIC
My Commission Expires:
1-21-98
