<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 0-21536
Brauvin Corporate Lease Program IV L. P.
(Exact name of registrant as specified in its charter)
Delaware 36 -3800611
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 North LaSalle Street, Chicago, Illinois 60602
(Address of principal executive offices) (Zip Code)
(312)443-0922
(Registrant's telephone number, including area code)
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 the past 90 days. Yes X No .
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BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
INDEX
Page
PART I
Financial Information
Item 1. Consolidated Financial Statements. . . . . . . . . . 3
Consolidated Balance Sheets at March 31, 1998
and December 31, 1997 . . . . . . . . . . . . . . . 4
Consolidated Statements of Operations for the
three months ended March 31, 1998 and 1997. . . . . 5
Consolidated Statements of Partners' Capital for
the periods January 1, 1997 to March 31, 1998 . . . 6
Consolidated Statements of Cash Flows for the
three months ended March 31, 1998 and 1997. . . . . 7
Notes to Consolidated Financial Statements. . . . . 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . 25
Item 3. Quantitative and Qualitative Disclosures about
Market Risk . . . . . . . . . . . . . . . . . . . . 32
PART II Other Information
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 33
Item 2. Changes in Securities. . . . . . . . . . . . . . . . 37
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . 37
Item 4. Submissions of Matters to a Vote of
Security Holders. . . . . . . . . . . . . . . . . . 37
Item 5. Other Information. . . . . . . . . . . . . . . . . . 37
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 38
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 39
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PART I - FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
Except for the December 31, 1997 Consolidated Balance Sheet,
the following Consolidated Balance Sheet as of March 31, 1998,
Consolidated Statements of Operations for the three months ended
March 31, 1998 and 1997, Consolidated Statements of Partners'
Capital for the periods January 1, 1997 to March 31, 1998 and
Consolidated Statements of Cash Flows for the three months ended
March 31, 1998 and 1997 for Brauvin Corporate Lease Program IV L.P.
(the "Partnership") are unaudited and have not been examined by
independent public accountants but reflect, in the opinion of the
management, all adjustments necessary to present fairly the
information required. All such adjustments are of a normal
recurring nature.
These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Partnership's 1997 Annual Report on Form
10-K.
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BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1998 1997
ASSETS
Investment in real estate:
Land $ 3,991,040 $ 3,991,040
Buildings and improvements 9,460,590 9,460,590
13,451,630 13,451,630
Less: Accumulated depreciation (1,212,840) (1,135,602)
Net investment in real estate 12,238,790 12,316,028
Investment in Brauvin Bay County
Venture (Note 4) 250,159 251,449
Cash and cash equivalents 480,861 139,508
Investment in marketable securities -- 35,075
Deferred rent receivable 475,278 453,999
Prepaid offering costs 175,163 175,163
Other assets 101 3,840
Total Assets $13,620,352 $13,375,062
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accounts payable and
accrued expenses $ 101,854 $ 96,709
Rent received in advance 25,464 41,611
Due to an affiliate 1,156 1,460
Total Liabilities 128,474 139,780
MINORITY INTERESTS IN BRAUVIN
GWINNETT COUNTY VENTURE 691,050 693,157
PARTNERS' CAPITAL:
General Partners 16,643 16,995
Limited Partners 12,784,185 12,525,130
Total Partners' Capital 12,800,828 12,542,125
Total Liabilities and
Partners' Capital $13,620,352 $13,375,062
See accompanying notes to consolidated financial statements.
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BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31,
1998 1997
INCOME:
Rental $366,032 $370,826
Interest 3,243 10,195
Other 49,350 87,605
Total income 418,625 468,626
EXPENSES:
General and administrative 46,864 44,577
Management fees (Note 3) 3,581 3,984
Amortization of organization costs -- 1,500
Depreciation 77,238 62,388
Transaction costs (Note 5) 16,671 6,615
Total expenses 144,354 119,064
Income before minority and equity
interests in joint venture 274,271 349,562
Minority interests' share in Brauvin
Gwinnett County Venture's net income (14,879) (15,847)
Equity interest in Brauvin Bay
County Venture 4,950 4,355
Net income $264,342 $338,070
Net income allocated to the
General Partners $ 5,287 --
Net income allocated to the
Limited Partners $259,055 $338,070
Net income per Unit outstanding (a) $ 0.16 $ 0.21
(a)Net income per Unit was based on the average Units outstanding
during the period since they were of varying dollar amounts and
percentages based upon the dates Limited Partners were admitted to
the Partnership and additional Units were purchased through the
distribution reinvestment plan (the "Plan").
See accompanying notes to consolidated financial statements.
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BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
For the periods from January 1,1997 through March 31, 1998
General Limited
Partners Partners* Total
Balance, January 1, 1997 $ 10,794 $13,299,407 $13,310,201
Net income 6,201 971,308 977,509
Cash distributions -- (1,745,585) (1,745,585)
Balance, December 31, 1997 16,995 12,525,130 12,542,125
Net income 5,287 259,055 264,342
Cash distributions (5,639) - (5,639)
Balance March 31, 1998 $ 16,643 $12,784,185 $12,800,828
*Total Units sold, including those raised through the Plan, at
March 31, 1998 and December 31, 1997 were 1,632,510. Cash
distributions to Limited Partners per Unit were $1.07 for the year
ended December 31, 1997. Cash distributions to Limited Partners
per Unit are based on the average Units outstanding during the
period since they were of varying dollar amounts and percentages
based upon the dates Limited Partners were admitted to the
Partnership and additional Units were purchased through the Plan.
See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31,
1998 1997
Cash flows from operating activities:
Net income $264,342 $338,070
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 77,238 63,888
Minority interests in Brauvin Gwinnett
County Venture's net income 14,879 15,847
Equity interest in Brauvin Bay
County Venture's net income (4,950) (4,355)
Change in tenant receivable -- 325
Change in deferred rent receivable (21,279) (27,107)
Change in other assets 3,739 (3,936)
Change in accounts payable and
accrued expenses 5,145 (4,825)
Change in rent received in
advance (16,147) (324)
Change in due to affiliates (304) --
Net cash provided by operating activities 322,663 377,583
Cash flows from investing activities:
Change in investment in marketable
securities 35,075 (83,240)
Distribution from Brauvin Bay
County Venture 6,240 6,000
Cash provided by (used in) investing
activities 41,315 (77,240)
Cash flows from financing activities:
Cash distributions to Limited Partners -- (395,366)
Cash distributions to General Partners (5,639) --
Cash distribution to minority interest
in Brauvin Gwinnett County Venture (16,986) (19,370)
Cash used in financing activities (22,625) (414,736)
Net increase (decrease) in cash and
cash equivalents 341,353 (114,393)
Cash and cash equivalents at beginning
of year 139,508 753,655
Cash and cash equivalents at end of year $480,861 $ 639,262
See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Brauvin Corporate Lease Program IV L.P. (the "Partnership") is
a Delaware limited partnership formed on August 7, 1991 for the
purpose of acquiring debt-free ownership of existing,
income-producing retail and other commercial properties
predominantly all of which will be subject to "triple-net" leases.
It was anticipated that these properties will be leased primarily
to corporate lessees of national and regional retail businesses,
service providers and other users consistent with "triple-net"
lease properties. The leases provide for a base minimum annual
rent and increases in rent such as through participation in gross
sales above a stated level, fixed increases on specific dates or
indexation of rent to indices such as the Consumer Price Index.
The General Partners of the Partnership are Brauvin Realty Advisors
IV, Inc. and Jerome J. Brault. Brauvin Realty Advisors IV, Inc. is
owned by Messrs. Brault (beneficially)(50%) and Cezar M. Froelich
(50%). Mr. Froelich resigned as a director of the Corporate
General Partner in December 1994 and as an Individual General
Partner effective as of September 17, 1996. Brauvin Securities,
Inc., an affiliate of the General Partners, is the selling agent of
the Partnership. The Partnership is managed by an affiliate of the
General Partners.
The Partnership filed a Registration Statement on Form S-11 with
the Securities and Exchange Commission which was declared effective
on December 12, 1991. Per the terms of the Restated Limited
Partnership Agreement of the Partnership (the "Agreement"), the
minimum of $1,200,000 of limited partnership interests of the
Partnership (the "Units") necessary for the Partnership to commence
operations was achieved on April 27, 1992. The Partnership's
offering was anticipated to close on December 11, 1992 but the
Partnership obtained an extension until December 11, 1993. A total
of 1,600,831 Units were sold to the public through the offering at
$10 per Unit ($16,008,310). Through March 31, 1998 and December
31, 1997, the Partnership has sold $16,443,810 of Units. This
total includes $435,100 of Units raised by Limited Partners who
utilized their distributions of Operating Cash Flow to purchase
additional Units through the Partnership's distribution
reinvestment plan (the "Plan"). Units valued at $118,706 have been
repurchased by the Partnership from Limited Partners liquidating
their investment in the Partnership and have been retired as of
March 31, 1998 and December 31, 1997. As of March 31, 1998, the
Plan participants own Units which approximate 3% of the total Units
sold.
The Partnership has acquired the land and buildings underlying
a Steak n Shake restaurant, a Children's World Learning Center, two
Chuck E. Cheese's restaurants, a Mrs. Winner's Chicken and Biscuit
restaurant, a House of Fabrics store, a Volume ShoeSource store, an
East Side Mario's Restaurant, a Blockbuster Video Store, and a
Walden Books Store. In addition, the Partnership has acquired a
70.2% and 24.0% equity interest in two joint ventures with three
entities affiliated with the Partnership. These ventures own the
land and building underlying a CompUSA store and a Blockbuster
Video store.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Management's Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.
Accounting Method
The accompanying financial statements have been prepared using
the accrual method of accounting.
Rental Income
Rental income is recognized on a straight-line basis over the
life of the related leases. Differences between rental income
earned and amounts due per the respective lease agreements are
credited or charged, as applicable, to deferred rent receivable.
Federal Income Taxes
Under the provisions of the Internal Revenue Code, the
Partnership's income and losses are reportable by the partners on
their respective income tax returns. Accordingly, no provision is
made for Federal income taxes in the consolidated financial
statements. However, in certain instances, the Partnership has
been required under applicable state law to remit directly to the
tax authorities amounts representing withholding from distributions
paid to partners.
Consolidation of Joint Venture
The Partnership owns a 70.2% equity interest in a joint venture,
which owns the land and the building underlying one CompUSA store.
The accompanying financial statements have consolidated 100% of the
assets, liabilities, operations and partners' capital of Brauvin
Gwinnett County Venture. All significant intercompany accounts
have been eliminated.
Investment in Joint Venture
The Partnership owns a 24% equity interest in a joint venture,
Brauvin Bay County Venture, which owns one Blockbuster Video store.
The accompanying financial statements include the investment in
Brauvin Bay County Venture using the equity method of accounting.
Investment in Real Estate
At March 31, 1998 and December 31, 1997, the Partnership has
classified its real estate investments as held for sale in
recognition of the proposed transaction (see Note 5), and the
properties are stated at the lower of cost including acquisition
costs, or net realizable value. Depreciation expense is computed on
a straight-line basis over approximately 39 years.
In 1995, the Partnership adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of" (SFAS
121). In 1996, the Partnership engaged Cushman & Wakefield
Valuation Advisory Services to prepare an appraisal of the
Partnership's properties. As a result of the reclassification of
the real estate investments to be held for sale, and based upon
this appraisal, the Partnership recorded a provision for the
impairment of assets of $857,000.
Organization and Offering Costs
Organization costs represent costs incurred in connection with
the organization and formation of the Partnership. Organization
costs were amortized over a period of five years using the
straight-line method. Offering costs represent costs incurred in
selling Units, such as the printing of the Prospectus and marketing
materials, and have been recorded as a reduction of Limited
Partners' capital.
Prepaid offering costs represent amounts in excess of the
defined percentages of the gross proceeds. Prior to the
commencement of the Partnership's proxy solicitation (see Note 5),
gross proceeds were expected to increase due to the purchase of
additional Units through the Plan and the prepaid offering costs
would be transferred to offering costs and treated as a reduction
in Partners' capital.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid debt
instruments with an original maturity within three months from date
of purchase.
Estimated Fair Value of Financial Instruments
Disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of Statement of
Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments." The estimated fair value amounts
have been determined by using available market information and
appropriate valuation methodologies. However, considerable
judgement is necessarily required in interpreting market data to
develop estimates of fair value.
The fair value estimates presented herein are based on
information available to management as of March 31, 1998 and
December 31, 1997, but may not necessarily be indicative of the
amounts that the Partnership could realize in a current market
exchange. The use of different assumptions and/or estimation
methodologies may have a material effect on the estimated fair
value amounts.
The carrying amounts of the following items are a reasonable
estimate of fair value: cash and cash equivalents; investment in
marketable securities; tenant receivables; accounts payable and
accrued expenses; rent received in advance; and due to affiliate.
(2) PARTNERSHIP AGREEMENT
Distributions
All Operating Cash Flow, as defined in the Agreement, during the
period commencing with the date the Partnership accepts
subscriptions for Units totaling $1,200,000 and terminating on the
Termination Date, as defined in the Prospectus, shall be
distributed to the Limited Partners on a quarterly basis.
Distributions of Operating Cash Flow, if available, shall be made
within 45 days following the end of each calendar quarter or are
paid monthly within 15 days of the end of the month, depending upon
the Limited Partner's preference, commencing with the first quarter
following the Termination Date. Operating Cash Flow during such
period shall be distributed as follows: (a) first, to the Limited
Partners until the Limited Partners receive an amount equal to a 9%
non-cumulative, non-compounded annual return on Adjusted
Investment, as defined in the Agreement, commencing on the last day
of the calendar quarter in which the Unit was purchased (the
"Current Preferred Return"); and (b) thereafter, any remaining
amounts will be distributed 98% to the Limited Partners (on a pro
rata basis) and 2% to the General Partners.
The net proceeds of a sale or refinancing of a Partnership
property shall be distributed as follows:
* first, pro rata to the Limited Partners until each Limited
Partner has received an amount equal to a 10% cumulative,
non-compounded, annual return of Adjusted Investment (the
"Cumulative Preferred Return");
* second, to the Limited Partners until each Limited Partner
has received an amount equal to the amount of his Adjusted
Investment, apportioned pro rata based on the amount of the
Adjusted Investment; and
* thereafter, 95% to the Limited Partners (apportioned pro rata
based on Units) and 5% to the General Partners.
Profits and Losses
Net profits and losses from operations of the Partnership
[computed without regard to any allowance for depreciation or cost
recovery deductions under the Internal Revenue Code of 1986, as
amended (the "Code")] for each taxable year of the Partnership
shall be allocated to each Partner in the same ratio as the cash
distributions received by such Partner attributable to that period
bears to the total cash distributed by the Partnership. In the
event that there are no cash distributions, net profits and losses
from operations of the Partnership (computed without regard to any
allowance for depreciation or cost recovery deductions under the
Code) shall be allocated 99% to the Limited Partners and 1% to the
General Partners. Notwithstanding the foregoing, all depreciation
and cost recovery deductions allowed under the Code shall be
allocated 2% to the General Partners and 98% to the Class A
Investors, as defined in the Agreement.
The net profit of the Partnership from any sale or other
disposition of a Partnership property shall be allocated (with
ordinary income being allocated first) as follows: (a) first, an
amount equal to the aggregate deficit balances of the Partners'
Capital Accounts, as such term is defined in the Agreement, shall
be allocated to each Partner who or which has a deficit Capital
Account balance in the same ratio as the deficit balance of such
Partner's Capital Account bears to the aggregate of the deficit
balances of all Partners' Capital Accounts; (b) second, to the
Limited Partners until the Capital Account balances of the Limited
Partners are equal to any unpaid Cumulative Preferred Return as of
such date; (c) third, to the Limited Partners until the Capital
Account balances of the Limited Partners are equal to the sum of
the amount of their Adjusted Investment plus any unpaid Cumulative
Preferred Return; (d) fourth, to the General Partners until their
Capital Account balances are equal to any previously subordinated
fees; and (e) thereafter, 95% to the Limited Partners and 5% to the
General Partners. The net loss of the Partnership from any sale or
other disposition of a Partnership property shall be allocated as
follows: (a) first, an amount equal to the aggregate positive
balances in the Partners' Capital Accounts, to each Partner in the
same ratio as the positive balance in such Partner's Capital
Account bears to the aggregate of all Partners' positive Capital
Accounts balances; and (b) thereafter, 95% to the Limited Partners
and 5% to the General Partners.
(3) TRANSACTIONS WITH RELATED PARTIES
The Partnership pays an affiliate of the General Partners an
acquisition fee in the amount of up to 5% of the gross proceeds of
the Partnership's offering for the services rendered in connection
with the process pertaining to the acquisition of a property.
Acquisition fees related to the properties not ultimately purchased
by the Partnership are expensed as incurred.
The Partnership paid an affiliated entity a non-accountable
selling expense allowance in an amount equal to 2% of the gross
proceeds of the Partnership's offering, a portion of which may be
reallowed to participating dealers.
In the event that the Partnership does not use more than 2% of
the gross proceeds of the offering for the payment of legal,
accounting, escrow, filing and other fees incurred in connection
with the organization or formation of the Partnership, the
Partnership may pay the General Partners any unused portion of the
2% of the gross proceeds of the offering allowed for organization
and offering expenses, not to exceed 1/2% of the gross proceeds of
the offering. The General Partners will use such funds to pay
certain expenses of the offering incurred by them not covered by
the definition of organization and offering expenses.
An affiliate of the General Partners provides leasing and
re-leasing services to the Partnership in connection with the
management of Partnership properties. The property management fee
payable to an affiliate of the General Partners is 1% of the gross
revenues of each Partnership property.
An affiliate of the General Partners or the General Partners
will receive a real estate brokerage commission in connection with
the disposition of Partnership properties. Such commission will be
in an amount equal to the lesser of: (i) 3% of the sale price of
the property; or (ii) 50% of the real estate commission customarily
charged for similar services in the locale of the property being
sold; provided, however, that receipt by the General Partners or
one of their affiliates of such commission is subordinated to
receipt by the Limited Partners of their Current Preferred Return.
An affiliate of one of the General Partners provided securities
and real estate counsel to the Partnership.
Fees, commissions and other expenses paid or payable to the
General Partners or its affiliates for the three months ended March
31, 1998 and 1997 were as follows:
1998 1997
Management fees $ 3,581 $ 3,984
Reimbursable operating
expense 20,550 26,538
As of March 31, 1998 and December 31, 1997, the Partnership has
made all payments to affiliates except for $1,156 and $1,460,
respectively, related to management fees.
(4) INVESTMENT IN JOINT VENTURE
The Partnership owns an equity interest in the Brauvin Bay County
Venture and reports its investment on the equity method. The
following are condensed financial statements for the Brauvin Bay
County Venture:
BRAUVIN BAY COUNTY VENTURE
March 31, December 31,
1998 1997
Land and buildings, net $1,047,176 $1,051,588
Other assets 1,947 11,989
$1,049,123 $1,063,577
Liabilities $ 4,740 $ 13,820
Partners' capital 1,044,383 1,049,757
$1,049,123 $1,063,577
Three Months Ended March 31,
1998 1997
Rental and other income $27,357 $27,914
Expenses:
Depreciation 4,412 2,984
Management fees 291 292
Operating and administrative 2,027 6,493
6,730 9,769
Net Income $20,627 $18,145
(5) SALE OF PROPERTIES AND LITIGATION
Sale of Properties
Pursuant to the terms of an agreement of purchase and sale of
assets dated as of June 14, 1996, as amended March 24, 1997, June
30, 1997, September 30, 1997, December 31, 1997 and March 31, 1998
(the "Sale Agreement"), the Partnership proposes to sell (the
"Sale") substantially all of the Partnership's properties (the
"Assets") to Brauvin Real Estate Funds L.L.C., a Delaware limited
liability company affiliated with certain of the General Partners
(the "Purchaser"), for a purchase price of $12,489,100, in cash,
which is approximately $7.65 per Unit. If certain conditions of the
Transaction are met, the Partnership will be liquidated and the
Class A Limited Partners will receive a liquidating distribution of
approximately $6.95 to $7.50 per Unit in cash based upon the time
such Class A Limited Partners invested in the Partnership and Class
B Limited Partners will receive a liquidating distribution of
approximately $8.44 to $8.73 per Unit. Of the liquidating
distributions (of both Class A and Class B investors) referred to
above, approximately $0.38 has already been distributed to the
Limited Partners. The Limited Partners holding a majority of the
Units approved the Sale on November 8, 1996. In approving the
Sale, the Limited Partners also approved the adoption of an
amendment to the Agreement, to allow the Partnership to sell or
lease property to affiliates (this amendment, together with the
Sale shall be referred to herein as the "Transaction").
The sale price to be paid to the Limited Partners in connection
with the Sale is based on the fair market value of the properties
of the Partnership (the "Assets"). Cushman & Wakefield Valuation
Advisory Services ("Cushman & Wakefield"), an independent
appraiser, the largest real estate valuation and consulting
organization in the United States, was engaged by the Partnership
to prepare an appraisal of the Assets, to satisfy the Partnership's
requirements under the Employee Retirement Income Security Act of
1974, as amended. On April 1, 1996, Cushman & Wakefield determined
the fair market value of the Assets to be $12,489,100, or $7.65 per
Unit. Subsequently, the Partnership purchased a 24% interest in
Brauvin Bay County Venture. Based on the terms of the Sale
Agreement, the fair market value of the Assets will be increased by
the amount of the investment in Brauvin Bay County Venture, and
correspondingly, the Partnership's cash holdings were reduced by
the same amount and, therefore, the total liquidating distribution
remains unchanged. The liquidating distribution includes all
remaining cash of the Partnership, less net earnings of the
Partnership from and after August 1, 1996 through December 31,
1996, less the Partnership's actual costs incurred and accrued
through the effective time of filing of the certificate of
dissolution, including reasonable reserves in connection with: (i)
the proxy solicitation; (ii) the Sale (as detailed in the Sale
Agreement); and (iii) the winding up of the Partnership, including
preparation of the final audit, tax return and K-1s (collectively,
the "Transaction Costs") and less all other outstanding Partnership
liabilities.
The General Partners will not receive any fees in connection with
the Transaction and will receive only a de minimis liquidating
distribution of less than $17,000 in the aggregate in accordance
with the terms of the Agreement.
The Managing General Partner and his son, James L. Brault, an
executive officer of the Corporate General Partner, will have a
minority ownership interest in the Purchaser.
The Sale has not been completed primarily due to certain
litigation, as described below, that is still pending. The General
Partners believe that these lawsuits are without merit and,
therefore, continue to vigorously defend against them.
Following receipt of Limited Partner approval, the Purchaser
commenced the finalization of the Purchaser's financing and its due
diligence review of the assets of the Partnership and those of the
Affiliated Partnerships (as defined below). The due diligence
process has revealed certain concerns relating to a potential
environmental problem at one of the properties of the Affiliated
Partnerships. A plan for the remediation (including the projected
expesnes) has been developed by the Affiliated Partnership.
The due diligence review has also raised questions regarding the
interpretation of certain terms in the leases governing some of the
Affiliated Partnerships' properties. A very significant tenant of
the Affiliated Partnerships is interpreting certain purchase
options contained in its leases in a way that would cause the value
of the properties leased by such tenant to be significantly below
the Cushman & Wakefield appraised value.
In accordance with the terms of the Sale Agreement, the General
Partners suspended all distributions to Limited Partners, however,
as a result of the unforeseen delays brought about by the
litigation and the due diligence issues highlighted above, the
General Partners felt it was appropriate that an earnings
distribution be made to the Limited Partners. Although the terms
of the Sale Agreement entered into by the Partnership and the
Purchaser provide that the Assets being acquired by the Purchaser
in connection with the Sale include all earnings of the Partnership
from and after August 1, 1996, the Purchaser has agreed to allow
the Partnership to make distributions to the Limited Partners of
net earnings for the period from and after January 1, 1997 until
the Sale is consummated. In exchange, the Partnership has agreed
to extend the termination date of the Sale Agreement to June 30,
1998. It is anticipated that the Sale Agreement will be extended
past June 30, 1998 in the hope that the pending litigation will be
resolved.
Distributions of the Partnership's net earnings for the periods
January 1, 1997 to March 31, 1997, April 1, 1997 to June 30, 1997,
July 1, 1997 to September 30, 1997 and October 1, 1997 to December
31, 1997 was made to the Limited Partners on March 31, 1997, July
15, 1997, October 22, 1997 and December 31, 1997, respectively in
the amounts of approximately $597,600, $178,500, $288,400 and
$883,300, respectively.
A cash distribution of the Partnership's net earnings for the
period January 1, 1998 to March 31, 1998 was made to Limited
Partners on May 8, 1998 in the amount of approximately $329,000.
Net earnings accruing after March 31, 1998 through the closing date
will be included with the final cash distribution to the Limited
Partners from the Sale. However, as detailed below under
"Litigation," by agreement of the Partnership and the General
Partners and pursuant to a motion of the General Partners, the
District Court entered an order preventing the Partnership and the
General Partners from completing the Sale or otherwise disposing of
all or substantially all of the Partnership's assets until further
order of the Court.
Litigation
Two legal actions, as hereinafter described, are pending against
the General Partners and affiliates of such General Partners, as
well as against the Partnership on a nominal basis in connection
with the Sale. One additional legal action, which was dismissed on
January 28, 1998, had also been brought against the General
Partners and affiliates of such General Partners, as well as
against the Partnership on a nominal basis in connection with the
Sale. With respect to the pending actions the Partnership and the
General Partners and their named affiliates deny all allegations
set forth in the complaints and are vigorously defending against
such claims.
A. The Dismissed Florida Lawsuit
On September 17, 1996, a lawsuit was filed in the Circuit Court
of the Seventeenth Judicial Circuit in and for Broward County,
Florida, styled Rebecca Scialpi and Helen Friedlander v. Jerome J.
Brault, Brauvin Realty Advisors, Inc., Brauvin Realty Advisors II,
Inc., Brauvin Realty Advisors III, Inc., and Brauvin Realty
Advisors IV, Inc., James L. Brault, and Brauvin Real Estate Funds,
L.L.C. and Brauvin High Yield Fund L.P., Brauvin High Yield Fund
L.P. II, Brauvin Income Plus L.P. III, and Brauvin Corporate Lease
Program IV, L.P., Docket No. 96012807. The Partnership and the
other affiliated partnerships named in this lawsuit (the
"Affiliated Partnerships") that are proposed to be a party to a
Sale or merger with the Purchaser, were each named as a "Nominal
Defendant" in this lawsuit. The named plaintiffs were not limited
partners in the Partnership. Rather, the named plaintiffs are
limited partners in Brauvin High Yield Fund L.P. II, one of the
Affiliated Partnerships. Jerome J. Brault, the Managing General
Partner of the Partnership, and Brauvin Realty Advisors IV, Inc.,
the Corporate General Partner of the Partnership, as well as
certain corporate general partners of the Affiliated Partnerships,
were named as defendants in this lawsuit. James L. Brault, an
officer of the Corporate General Partner and the son of Jerome J.
Brault, was also named as a defendant. This lawsuit was dismissed
for want of prosecution on January 28, 1998.
B. The Illinois Christman Lawsuit
On September 18, 1996, a class action lawsuit was filed in the
United States District Court for the Northern District of Illinois,
styled M. Barbara Christman, Joseph Forte, Janet M. Toolson, John
Archbold, and Ben O. Carroll v. Brauvin Realty Advisors, Inc.,
Brauvin Realty Advisors II, Inc., Brauvin Realty Advisors III,
Inc., Brauvin Realty Advisors IV, Inc., Jerome J. Brault, Brauvin
Real Estate Funds, L.L.C. and Brauvin High Yield Fund L.P., Brauvin
High Yield Fund L.P. II, Brauvin Income Plus L.P. III, and Brauvin
Corporate Lease Program IV L.P., Docket No. 96C6025. The
Partnership and the Affiliated Partnerships are each named as a
"Nominal Defendant" in the lawsuit. Jerome J. Brault and the
Corporate General Partner of the Partnership, as well as the
corporate general partners of the Affiliated Partnerships, are
named as defendants.
The plaintiffs filed an amended complaint on October 8, 1996,
which alleges claims for breach of fiduciary duties, breaches of
the Agreement, and violation of the Illinois Deceptive Trade
Practices Act. The amended complaint seeks injunctive relief,
as well as compensatory and punitive damages, relating to the
Transaction.
On October 2, 1996, the District Court certified plaintiffs'
proposed class as all of the limited partners of the Partnership
and of the Affiliated Partnerships, and appointed plaintiffs'
counsel, The Mills Law Firm, as counsel for the class. On October
2, 1996, the District Court also conducted a hearing on plaintiffs'
motion to preliminarily enjoin the special meetings of the limited
partners and the Transaction. The District Court denied
plaintiffs' motion for a preliminary injunction at the conclusion
of the October 2, 1996 hearing.
On September 27, 1996, counsel for plaintiffs, The Mills Law
Firm, mailed a solicitation to all of the Limited Partners,
requesting that they revoke their previously-mailed proxies in
favor of the Sale. On October 11, 1996, the General Partners filed
a counterclaim against plaintiffs and their counsel, The Mills Law
Firm, alleging that plaintiffs and The Mills Law Firm violated the
federal securities laws and proxy rules by sending their September
27, 1996 letter to the Limited Partners. The plaintiffs and The
Mills Law Firm have moved to dismiss this counterclaim. The
District Court has taken this motion under advisement and has yet
to issue a ruling.
On October 10 and 11, 1996, the District Court conducted an
evidentiary hearing on the motion of the General Partners to
invalidate revocations of proxies procured as a result of The Mills
Law Firm's September 27, 1996 letter. In that evidentiary hearing,
The Mills Law Firm admitted that it violated the proxy rules by
sending its September 27, 1996 letter to the Limited Partners
without filing such letter with the Commission (as defined below)
in violation of the Commission's requirements. At the conclusion
of the hearing on October 10 and 11, the District Court found that
the General Partners have a likelihood of succeeding on the merits
with respect to their claim that the September 27, 1996 letter sent
to the Limited Partners by plaintiffs and The Mills Law Firm is
false or misleading in several significant respects.
Notwithstanding this finding, the District Court did not
invalidate the revocations of proxies resulting from The Mills Law
Firm's September 27, 1996 letter because it did not believe it
possessed the authority to do so under present law. This ruling
was appealed to the Seventh Circuit Court of Appeals. The Seventh
Circuit Court of Appeals subsequently dismissed this appeal on the
grounds that the appeal was rendered moot by the Limited Partners'
approval November 8, 1996 of the Sale.
On October 16, 1996 and on November 6, 1996, the parties filed
cross-motions for partial summary judgement addressing the
allegation in plaintiffs' amended complaint that the Agreement does
not allow the Limited Partners to vote in favor of or against the
Transaction by proxy. These cross-motions for partial summary
judgement were taken under advisement by the District Court, and
the District Court has yet to issue a ruling.
On April 2, 1997, the Court granted plaintiffs' leave to again
amend their complaint. In their second amended complaint,
plaintiffs named the Partnership as a "Nominal Defendant."
Plaintiffs also added a new claim, alleging that the General
Partners violated certain of the rules of the Securities and
Exchange Commission (the "Commission") by making false and
misleading statements in the Proxy. Plaintiffs also allege that
the General Partners breached their fiduciary duties, breached
various provisions of the Agreement, violated the Illinois
Deceptive Trade Practice Act, and violated section 17-305 of the
Delaware Revised Uniform Limited Partnership Act. The General
Partners deny those allegations and will continue to vigorously
defend against these claims.
On April 2, 1997, plaintiffs again requested that the District
Court enjoin the closing of the Transaction. After conducting a
lengthy hearing on May 1, 1997, the District Court denied
plaintiffs' motion to preliminarily enjoin the closing of the
Transaction with the Purchaser. Plaintiffs filed a notice of
appeal to the Seventh Circuit Court of Appeals from the District
Court's May 1, 1997 order denying plaintiffs' motion to
preliminarily enjoin the closing of the Transaction. This appeal
was dismissed by the Seventh Circuit Court of Appeals on January
23, 1998, based on the appellate court's finding that the District
Court's order of January 16, 1998 rendered the appeal moot.
On January 16, 1998, by agreement of the Partnership and the
General Partners and pursuant to a motion of the General Partners,
the District Court entered an order preventing the Partnership and
the General Partners from completing the Sale, or otherwise
disposing of all or substantially all of the Partnership's assets,
until further order of the Court.
On January 28, 1998, the District Court entered an Order of
Reference to Special Master, designating a Special Master and
vesting the Special Master with authority to resolve certain
aspects of the lawsuit subject to the District Court's review and
confirmation. The Special Master has been empowered to determine
how the assets of the Partnership should be sold or disposed of in
a manner which allows the Limited Partners to maximize their
financial return in the shortest practicable time frame. In
addition, early in the second quarter of 1998, the Special Master
retained a financial advisor (the "Financial Advisor"), at the
expense of the Partnership, to assist the Special Master. The
Financial Advisor has been engaged to perform a valuation of the
properties of the Partnership as well as a valuation of the
Partnership itself. Further the Financial Advisor is to
recommend a strategy and procedure that will allow for the
efficient and expedient disposition of the Partnership's
properties. The General Partners anticipate that the Financial
Advisor will make its recommendations to the Special Master in the
second quarter of 1998. The cost to the Partnership for the
services of the Financial Advisor is $70,000 plus reasonable
expenses.
C. The Scialpi Illinois Lawsuit
On June 20, 1997, another lawsuit was filed in the United States
District Court for the Northern District of Illinois, styled
Benjamin Siegel, Rebecca Scialpi, Helen Friedlander, and BHS &
Associates, Inc. v. Jerome J. Brault, Brauvin Realty Advisors,
Inc., Brauvin Realty Advisors II, Inc., Brauvin Realty Advisors
III, Inc., Brauvin Realty Advisors IV, Inc., James L. Brault,
Brauvin Real Estate Funds LLC, Brauvin High Yield Fund L.P.,
Brauvin High Yield Fund II L.P., Brauvin Income Plus L.P. III, and
Brauvin Corporate Lease Program IV, L.P., Docket number 97 C 4450.
The Partnership and the Affiliated Partnerships are each named as
"Nominal Defendant" in the lawsuit. Jerome J. Brault and the
Corporate General Partner of the Partnership, as well as the
corporate general partners of the Affiliated Partnerships, have
been named as defendants in this lawsuit. James L. Brault, an
officer of the Corporate General Partner and the son of Jerome J.
Brault, is also named as a defendant.
Notably, the complaint was filed by two of the same parties,
Scialpi and Friedlander, who were plaintiffs in the Florida
lawsuit, which is described above. As also described above,
Scialpi and Friedlander are not limited partners in the
Partnership, but are limited partners in one of the Affiliated
Partnerships, Brauvin High Yield Fund L.P. II. On August 15, 1997
the plaintiffs filed an amended complaint dropping Benjamin Siegel
as a plaintiff. The plaintiffs are also represented by the same
lawyers that represented them in the Florida lawsuit.
The complaint alleges a putative class action consisting of
claims that certain Commission rules were violated by making false
and misleading statements in the Proxy, the defendants breached
their fiduciary duties and breached the Agreement. The complaint
was consolidated with the Christman lawsuit, which is described
above, pursuant to General Rule 2.31 of the United States District
Court of the Northern District of Illinois. The General Partners
deny these allegations and intend to vigorously defend these
claims. There have been no material developments with respect to
this lawsuit since it was filed on June 20, 1997.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
General
Certain statements in this Annual Report that are not historical
fact constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Without
limiting the foregoing, words such as "anticipates," "expects,"
"intends," "plans" and similar expressions are intended to identify
forward-looking statements. These statements are subject to a
number of risks and uncertainties. Actual results could differ
materially from those projected in the forward-looking statements.
The Partnership undertakes no obligation to update these forward-
looking statements to reflect future events or circumstances.
Year 2000
In 1997, the Partnership initiated the conversion from its
existing accounting software to a program that is year 2000
compliant. Management has determined that the year 2000 issue will
not pose significant operational problems for its computer system.
All costs associated with this conversion are being expensed as
incurred; and are immaterial.
Also in 1997, management of the Partnership initiated formal
communications with all of its significant third party vendors,
service providers and financial institutions to determine the
extent to which the Partnership is vulnerable to those third
parties' failure to remedy their own year 2000 issues. There can
be no guarantee that the systems of these third parties' will be
timely converted and would not have an adverse effect on the
Partnership.
Liquidity and Capital Resources
The Partnership commenced an offering to the public on December
12, 1991 of 3,300,000 Units, 300,000 of which were available only
through the Plan. The Offering was anticipated to close on
December 11, 1992, but was extended until December 11, 1993 with
the appropriate governmental approvals. None of the Units were
subscribed and issued between December 12, 1991 and December 31,
1991, pursuant to the Offering. The Offering was conditioned upon
the sale of $1,200,000, which was achieved on April 27, 1992.
Prior to the commencement of the Partnership's proxy
solicitation, the Partnership raised a total of $16,008,310 through
the Offering and an additional $435,100 through the Plan through
March 31, 1998. As of March 31, 1998, Units valued at $118,706
have been repurchased by the Partnership from Limited Partners
liquidating their original investment and have been retired.
The Partnership purchased the land and buildings underlying a
Steak n Shake restaurant and a Children's World Learning Center in
1992. In 1993, the Partnership purchased the land and buildings
underlying two Chuck E. Cheese's restaurants, a Mrs. Winner's
Chicken & Biscuit restaurant, a House of Fabrics store, and a
Volume ShoeSource. Additionally in 1993, the Partnership acquired
a 70.2% equity interest in a joint venture with affiliated public
real estate limited partnerships that acquired the land and
building underlying a CompUSA computer superstore. The Partnership
acquired the land and buildings underlying an East Side Mario's
restaurant, a Blockbuster Video store and a Waldens Books Store in
1994. In 1996, the Partnership acquired a 24% equity interest in
a joint venture with affiliated public real estate limited
partnerships that acquired the land and building underlying a
Blockbuster Video store.
The following is additional information regarding the
Partnership acquisition during the last three years:
On October 31, 1996, the Partnership purchased a 24% equity
interest in a joint venture with affiliated public real estate
limited partnerships, the Brauvin Bay County Venture. The Brauvin
Bay County Venture purchased real property upon which is operated
a newly constructed Blockbuster Video store. The property contains
6,466 square foot building located on a 40,075 square foot parcel
of land.
During the fourth quarter of 1996, the Partnership recorded a
provision for impairment of $660,000 to adjust the carrying value
of the real estate for the Volume ShoeSource ($356,400) and the
Walden Books Store ($303,600) to its estimated realizable value.
These provisions have been recorded as reductions of each
property's cost, and allocated to the land and building based on
the original acquisition percentages for each property.
During the fourth quarter of 1996, a provision for impairment of
$197,000 was recorded to adjust the carrying value of the
investment in real estate of the CompUSA property to its estimated
net realizable value. This provision has been recorded as a
reduction of the property's cost, and allocated to the land and
building based on the original acquisition percentages of
approximately 37% (land) and 63% (building).
Below is a table summarizing the four year historical data for
distribution rates per unit:
Distribution
Date 1998 (a) 1997(b) 1996 1995
February 15 $.2015 $.2422 $.2000 $.2000
May 15 .1093 .1875 .2000
August 15 .1767 -- .2000
November 15 .5411 -- .2000
(a) The 1998 distribution was made on May 8, 1998.
(b) The 1997 distributions were made on March 31, 1997, July 15,
1997, October 22, 1997 and December 31, 1997.
Per the terms of the Sale, the Partnership's net earnings from
April 1996 through July 1996 were to be distributed to the Limited
Partners in conjunction with the closing of the Sale. However,
because of the lengthy delay and the uncertainty of the ultimate
closing date, the General Partners decided to make a significant
distribution on December 31, 1997 of the Partnership's earnings.
This distribution will not change the effective sales price being
received by the Partnership through the Sale; it will only adjust
the timing of the payout dollar for dollar based on these earnings
being distributed now. Included in the December 31, 1997
distribution was any prior period earnings including amounts
previously reserved for anticipated closing costs. These reserves
will be re-established by the Partnership as soon as a definitive
closing date is scheduled.
Should the Sale not occur, future increases in the Partnership's
distributions will depend on increased sales at the Partnership's
properties, resulting in additional percentage rent. Rental
increases, to a lesser extent, may occur due to increases in
receipts from certain leases based upon increases in the Consumer
Price Index or scheduled increases of base rent.
Pursuant to the terms of the Sale Agreement, the Partnership
proposes to sell substantially all of the Partnership's properties
for a purchase price of $12,489,100 in cash which is approximately
$7.65 per Unit. If certain conditions of the Transaction are met,
the Partnership will be liquidated and the Class A Limited Partners
will receive a liquidating distribution of approximately $6.95 to
$7.50 per Unit in cash based upon the time such Class A Limited
Partners invested in the Partnership and Class B Limited Partners
will receive a liquidating distribution of approximately $8.44 to
$8.73 per Unit. Of the liquidating distributions (of both Class A
and Class B investors) referred to above, approximately $0.38 was
distributed to the Limited Partners in the December 31, 1997
distribution. The Limited Partners holding a majority of the Units
approved the Sale on November 8, 1996.
The Partnership drafted a proxy statement, which required prior
review and comment by the Commission, to solicit proxies for use at
the Special Meeting originally to be held at the offices of the
Partnership on September 24, 1996. As a result of various pending
legal issues, as described in "Legal Proceedings", the Special
Meeting was adjourned to November 8, 1996 at 10:30 a.m. The
purpose of the Special Meeting was to vote upon the Sale and
certain other matters as described in the Proxy.
At the Special Meeting, Limited Partners were also asked to
approve the adoption of an amendment to the Agreement to allow the
Partnership to sell or lease property to affiliates. Neither the
Delaware Revised Limited Partnership Act nor the Agreement provide
Limited Partners not voting in favor of the Transaction with
dissenters' appraisal rights.
The sale price to be paid to the Limited Partners in connection
with the Sale is based on the fair market value of the properties
of the Partnership (the "Assets"). Cushman & Wakefield Valuation
Advisory Services ("Cushman & Wakefield"), an independent
appraiser, the largest real estate valuation and consulting
organization in the United States, was engaged by the Partnership
to prepare an appraisal of the Assets, to satisfy the Partnership's
requirements under the Employee Retirement Income Security Act of
1974, as amended. On April 1, 1996, Cushman & Wakefield determined
the fair market value of the Assets to be $12,489,100, or $7.65 per
Unit. Subsequently, the Partnership purchased a 24% interest in
Brauvin Bay County Venture. Based on the terms of the Sale
Agreement, the fair market value of the Assets will be increased by
the amount of the investment in Brauvin Bay County Venture, and
correspondingly, the Partnership's cash holdings were reduced by
the same amount and, therefore, the total liquidating distribution
remains unchanged. The liquidating distribution includes all
remaining cash of the Partnership, less net earnings of the
Partnership from and after August 1, 1996 through December 31,
1996, less the Partnership's actual costs incurred and accrued
through the effective time of filing of the certificate of
dissolution, including reasonable reserves in connection with: (i)
the proxy solicitation; (ii) the Sale (as detailed in the Sale
Agreement); and (iii) the winding up of the Partnership, including
preparation of the final audit, tax return and K-1s (collectively,
the "Transaction Costs") and less all other outstanding Partnership
liabilities.
Cushman & Wakefield subsequently provided an opinion as to the
fairness of the Transaction to the Limited Partners from a
financial point of view. In its opinion, Cushman & Wakefield
advises that the price per Unit reflected in the proposed
Transaction is fair from a financial point of view to the Limited
Partners. Cushman & Wakefield's determination that a price is
"fair" does not mean that the price is the highest price which
might be obtained in the marketplace, but rather that based on the
appraised values of the properties, the price reflected in the
proposed transaction is believed by Cushman & Wakefield to be
reasonable.
Mr. Jerome J. Brault is the Managing General Partner of the
Partnership and Brauvin Realty Advisors IV, Inc. is the Corporate
General Partner. Mr. Cezar M. Froelich resigned his position as an
Individual General Partner of the Partnership effective as of
September 17, 1996. The General Partners will not receive any fees
in connection with the Transaction and will receive only a de
minimis liquidating distribution of less than $17,000 in the
aggregate in accordance with the terms of the Agreement.
The Managing General Partner and his son, James L. Brault, an
executive officer of the Corporate General Partner, will have a
minority ownership interest in the Purchaser. Therefore, the
Messrs. Brault have an indirect economic interest in consummating
the Transaction that is in conflict with the economic interests of
the Limited Partners. Mr. Froelich has no affiliation with the
Purchaser.
Although the Special Meeting was held and the necessary
approvals received, the Sale has not been completed primarily due
to the lawsuits that are still pending. The General Partners
believe that these lawsuits are without merit and, therefore,
continue to vigorously defend against them.
Following receipt of Limited Partner approval, representatives of
the Purchaser commenced in earnest the finalization of the
Purchaser's financing and its due diligence review of the assets of
the Partnership and those of the Affiliated Partnerships. The due
diligence process revealed certain concerns relating to potential
environmental problems at one of the properties of the Affiliated
Partnerships. The due diligence review has also raised questions
regarding the interpretation of certain terms in the leases
governing some of the Affiliated Partnerships' properties. A very
significant tenant of the Affiliated Partnerships is interpreting
certain purchase options contained in its leases in a way that
would cause the value of the properties leased by such tenant to be
significantly below the Cushman & Wakefield appraised value.
In accordance with the terms of the Sale Agreement, the General
Partners suspended all distributions to Limited Partners; however,
as a result of the unforeseen delays brought about by the
litigation and the due diligence issues highlighted above, the
General Partners felt it was appropriate that an earnings
distribution be made to the Limited Partners. Although the terms
of the Sale Agreement entered into by the Partnership and the
Purchaser provides that the assets being acquired by the Purchaser
in connection with the Sale include all earnings of the Partnership
from and after August 1, 1996, the Purchaser has agreed to allow
the Partnership to make distributions to the Limited Partners of
net earnings for the period from and after January 1, 1997 until
the Sale is consummated. In exchange, the Partnership has agreed
to extend the termination date of the Sale Agreement to June 30,
1998 to allow the Purchaser time to complete its due diligence. It
is anticipated that the Merger Agreement will be extended past June
30, 1998 in the hope that the pending litigation will be resolved.
On January 16, 1998, by agreement of the Partnership and the
General Partners and pursuant to a motion of the General Partners,
the District Court entered an order preventing the Partnership and
the General Partners from completing the Sale, or otherwise
disposing of all or substantially all of the Partnership's assets,
until further order of the Court.
On January 28, 1998, the District Court entered an Order of
Reference to Special Master, designating a Special Master and
vesting the Special Master with authority to resolve certain
aspects of the lawsuit subject to the District Court's review and
confirmation. The Special Master has been empowered to determine
how the assets of the Partnership should be sold or disposed of in
a manner which allows the Limited Partners to maximize their
financial return in the shortest practicable time frame. In
addition, early in the second quarter of 1998, the Special Master
retained a financial advisor (the "Financial Advisor"), at the
expense of the Partnership, to assist the Special Master. The
Financial Advisor has been engaged to perform a valuation of the
properties of the Partnership as well as a valuation of the
Partnership itself. Further, the Financial Advisor is to
recommend a strategy and procedure that will allow for the
efficient and expedient disposition of the Partnership's
properties. The General Partners anticipate that the Financial
Advisor will make its recommendations to the Special Master in the
second quarter of 1998. The cost to the Partnership for the
services of the Financial Advisor is $70,000 plus reasonable
expenses.
Distributions of the Partnership's net earnings for the periods
January 1, 1997 to March 31, 1997, April 1, 1997 to June 30, 1997,
July 1, 1997 to September 30, 1997 and October 1, 1997 to December
31, 1997 was made to the Limited Partners on March 31, 1997, July
15, 1997, October 22, 1997 and December 31, 1997, respectively in
the amount of approximately $597,600 $178,500, $288,400 and
$883,300, respectively.
A cash distribution of the Partnership's net earnings for the
period January 1, 1998 to March 31, 1998 was made to Limited
Partners on May 8, 1998 in the amount of approximately $329,000.
Net earnings accruing after March 31, 1998 through the closing date
will be included with the final cash distribution to the Limited
Partners from the Sale. However, as detailed in "Litigation," by
agreement of the Partnership and the General Partners and pursuant
to a motion of the General Partners, the District Court entered an
order preventing the Partnership and the General Partners from
completing the Sale or otherwise disposing of all or substantially
all of the Partnership's assets until further order of the Court.
Results of Operation - Three months Ended March 31, 1998 and 1997
Results of operations for the three months ended March 31, 1998
reflected net income of $264,342 compared to net income of $338,070
for the three months ended March 31, 1997, a decrease of
approximately $73,700.
Total income for the three months ended March 31, 1998 was
$418,625 as compared to $468,626 for the period ended March 31,
1997, a decrease of approximately $50,000. The decrease in total
income is primarily the result of the one time decision of the
Federal Bankruptcy court awarding the Partnership stock in the
House of Fabrics which was recorded in the first quarter of 1997.
Total expenses for the three months ended March 31, 1998 were
$144,354 as compared to $119,064 for the period ended March 31,
1997, an increase of approximately $25,300. The increase in
expenses was due to an increase in transaction costs of
approximately $10,100 and a one time depreciation adjustment of
approximately $14,900.
Item 3. Quantitative and Qualitative Disclosures about Market
Risk.
The Partnership does not engage in any hedge transactions or
derivative financial instruments.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
Two legal actions, as hereinafter described, are pending
against the General Partners and affiliates of such General
Partners, as well as against the Partnership on a nominal basis in
connection with the Sale. One additional legal action, which was
dismissed on January 28, 1998, had also been brought against the
General Partners and affiliates of such General Partners, as well
as against the Partnership on a nominal basis in connection with
the Sale. With respect to the pending actions the Partnership and
the General Partners and their named affiliates deny all
allegations set forth in the complaints and are vigorously
defending against such claims.
A. The Dismissed Florida Lawsuit
On September 17, 1996, a lawsuit was filed in the Circuit Court
of the Seventeenth Judicial Circuit in and for Broward County,
Florida, styled Rebecca Scialpi and Helen Friedlander v. Jerome J.
Brault, Brauvin Realty Advisors, Inc., Brauvin Realty Advisors II,
Inc., Brauvin Realty Advisors III, Inc., and Brauvin Realty
Advisors IV, Inc., James L. Brault, and Brauvin Real Estate Funds,
L.L.C. and Brauvin High Yield Fund L.P., Brauvin High Yield Fund
L.P. II, Brauvin Income Plus L.P. III, and Brauvin Corporate Lease
Program IV, L.P., Docket No. 96012807. The Partnership and the
other affiliated partnerships named in this lawsuit (the
"Affiliated Partnerships") that are proposed to be a party to a
Sale or merger with the Purchaser, were each named as a "Nominal
Defendant" in this lawsuit. The named plaintiffs were not limited
partners in the Partnership. Rather, the named plaintiffs are
limited partners in Brauvin High Yield Fund L.P. II, one of the
Affiliated Partnerships. Jerome J. Brault, the Managing General
Partner of the Partnership, and Brauvin Realty Advisors IV, Inc.,
the Corporate General Partner of the Partnership, as well as
certain corporate general partners of the Affiliated Partnerships,
were named as defendants in this lawsuit. James L. Brault, an
officer of the Corporate General Partner and the son of Jerome J.
Brault, was also named as a defendant. This lawsuit was dismissed
for want of prosecution on January 28, 1998.
B. The Illinois Christman Lawsuit
On September 18, 1996, a class action lawsuit was filed in the
United States District Court for the Northern District of Illinois,
styled M. Barbara Christman, Joseph Forte, Janet M. Toolson, John
Archbold, and Ben O. Carroll v. Brauvin Realty Advisors, Inc.,
Brauvin Realty Advisors II, Inc., Brauvin Realty Advisors III,
Inc., Brauvin Realty Advisors IV, Inc., Jerome J. Brault, Brauvin
Real Estate Funds, L.L.C. and Brauvin High Yield Fund L.P., Brauvin
High Yield Fund L.P. II, Brauvin Income Plus L.P. III, and Brauvin
Corporate Lease Program IV L.P., Docket No. 96C6025. The
Partnership and the Affiliated Partnerships are each named as a
"Nominal Defendant" in the lawsuit. Jerome J. Brault and the
Corporate General Partner of the Partnership, as well as the
corporate general partners of the Affiliated Partnerships, are
named as defendants.
The plaintiffs filed an amended complaint on October 8, 1996,
which alleges claims for breach of fiduciary duties, breaches of
the Agreement, and violation of the Illinois Deceptive Trade
Practices Act. The amended complaint seeks injunctive relief,
as well as compensatory and punitive damages, relating to the
Transaction.
On October 2, 1996, the District Court certified plaintiffs'
proposed class as all of the limited partners of the Partnership
and of the Affiliated Partnerships, and appointed plaintiffs'
counsel, The Mills Law Firm, as counsel for the class. On October
2, 1996, the District Court also conducted a hearing on plaintiffs'
motion to preliminarily enjoin the special meetings of the limited
partners and the Transaction. The District Court denied
plaintiffs' motion for a preliminary injunction at the conclusion
of the October 2, 1996 hearing.
On September 27, 1996, counsel for plaintiffs, The Mills Law
Firm, mailed a solicitation to all of the Limited Partners,
requesting that they revoke their previously-mailed proxies in
favor of the Sale. On October 11, 1996, the General Partners filed
a counterclaim against plaintiffs and their counsel, The Mills Law
Firm, alleging that plaintiffs and The Mills Law Firm violated the
federal securities laws and proxy rules by sending their September
27, 1996 letter to the Limited Partners. The plaintiffs and The
Mills Law Firm have moved to dismiss this counterclaim. The
District Court has taken this motion under advisement and has yet
to issue a ruling.
On October 10 and 11, 1996, the District Court conducted an
evidentiary hearing on the motion of the General Partners to
invalidate revocations of proxies procured as a result of The Mills
Law Firm's September 27, 1996 letter. In that evidentiary hearing,
The Mills Law Firm admitted that it violated the proxy rules by
sending its September 27, 1996 letter to the Limited Partners
without filing such letter with the Commission (as defined below)
in violation of the Commission's requirements. At the conclusion
of the hearing on October 10 and 11, the District Court found that
the General Partners have a likelihood of succeeding on the merits
with respect to their claim that the September 27, 1996 letter sent
to the Limited Partners by plaintiffs and The Mills Law Firm is
false or misleading in several significant respects.
Notwithstanding this finding, the District Court did not
invalidate the revocations of proxies resulting from The Mills Law
Firm's September 27, 1996 letter because it did not believe it
possessed the authority to do so under present law. This ruling
was appealed to the Seventh Circuit Court of Appeals. The Seventh
Circuit Court of Appeals subsequently dismissed this appeal on the
grounds that the appeal was rendered moot by the Limited Partners'
approval November 8, 1996 of the Sale.
On October 16, 1996 and on November 6, 1996, the parties filed
cross-motions for partial summary judgement addressing the
allegation in plaintiffs' amended complaint that the Agreement does
not allow the Limited Partners to vote in favor of or against the
Transaction by proxy. These cross-motions for partial summary
judgement were taken under advisement by the District Court, and
the District Court has yet to issue a ruling.
On April 2, 1997, the Court granted plaintiffs' leave to again
amend their complaint. In their second amended complaint,
plaintiffs named the Partnership as a "Nominal Defendant."
Plaintiffs also added a new claim, alleging that the General
Partners violated certain of the rules of the Securities and
Exchange Commission (the "Commission") by making false and
misleading statements in the Proxy. Plaintiffs also allege that
the General Partners breached their fiduciary duties, breached
various provisions of the Agreement, violated the Illinois
Deceptive Trade Practice Act, and violated section 17-305 of the
Delaware Revised Uniform Limited Partnership Act. The General
Partners deny those allegations and will continue to vigorously
defend against these claims.
On April 2, 1997, plaintiffs again requested that the District
Court enjoin the closing of the Transaction. After conducting a
lengthy hearing on May 1, 1997, the District Court denied
plaintiffs' motion to preliminarily enjoin the closing of the
Transaction. Plaintiffs filed a notice of appeal to the Seventh
Circuit Court of Appeals from the District Court's May 1, 1997
order denying plaintiffs' motion to preliminarily enjoin the
closing of the Transaction. This appeal was dismissed by the
Seventh Circuit Court of Appeals on January 23, 1998, based on the
appellate court's finding that the District Court's order of
January 16, 1998 rendered the appeal moot.
On January 16, 1998, by agreement of the Partnership and the
General Partners and pursuant to a motion of the General Partners,
the District Court entered an order preventing the Partnership and
the General Partners from completing the Sale, or otherwise
disposing of all or substantially all of the Partnership's assets,
until further order of the Court.
On January 28, 1998, the District Court entered an Order of
Reference to Special Master, designating a Special Master and
vesting the Special Master with authority to resolve certain
aspects of the lawsuit subject to the District Court's review and
confirmation. The Special Master has been empowered to determine
how the assets of the Partnership should be sold or disposed of in
a manner which allows the Limited Partners to maximize their
financial return in the shortest practicable time frame. In
addition, early in the second quarter of 1998, the Special Master
retained a financial advisor (the "Financial Advisor"), at the
expense of the Partnership, to assist the Special Master. The
Financial Advisor has been engaged to perform a valuation of the
properties of the Partnership as well as a valuation of the
Partnership itself. Further, the Financial Advisor is to
recommend a strategy and procedure that will allow for the
efficient and expedient disposition of the Partnership's
properties. The General Partners anticipate that the Financial
Advisor will make its recommendations to the Special Master in the
second quarter of 1998. The cost to the Partnership for the
services of the Financial Advisor is $70,000 plus reasonable
expenses.
C. The Scialpi Illinois Lawsuit
On June 20, 1997, another lawsuit was filed in the United States
District Court for the Northern District of Illinois, styled
Benjamin Siegel, Rebecca Scialpi, Helen Friedlander, and BHS &
Associates, Inc. v. Jerome J. Brault, Brauvin Realty Advisors,
Inc., Brauvin Realty Advisors II, Inc., Brauvin Realty Advisors
III, Inc., Brauvin Realty Advisors IV, Inc., James L. Brault,
Brauvin Real Estate Funds LLC, Brauvin High Yield Fund L.P.,
Brauvin High Yield Fund II L.P., Brauvin Income Plus L.P. III, and
Brauvin Corporate Lease Program IV, L.P., Docket number 97 C 4450.
The Partnership and the Affiliated Partnerships are each named as
"Nominal Defendant" in the lawsuit. Jerome J. Brault and the
Corporate General Partner of the Partnership, as well as the
corporate general partners of the Affiliated Partnerships, have
been named as defendants in this lawsuit. James L. Brault, an
officer of the Corporate General Partner and the son of Jerome J.
Brault, is also named as a defendant.
Notably, the complaint was filed by two of the same parties,
Scialpi and Friedlander, who were plaintiffs in the Florida
lawsuit, which is described above. As also described above,
Scialpi and Friedlander are not limited partners in the
Partnership, but are limited partners in one of the Affiliated
Partnerships, Brauvin High Yield Fund L.P. II. On August 15, 1997
the plaintiffs filed an amended complaint dropping Benjamin Siegel
as a plaintiff. The plaintiffs are also represented by the same
lawyers that represented them in the Florida lawsuit.
The complaint alleges a putative class action consisting of
claims that certain Commission rules were violated by making false
and misleading statements in the Proxy, the defendants breached
their fiduciary duties and breached the Agreement. The complaint
was consolidated with the Christman lawsuit, which is described
above, pursuant to General Rule 2.31 of the United States District
Court of the Northern District of Illinois. The General Partners
deny these allegations and intend to vigorously defend these
claims. There have been no material developments with respect to
this lawsuit since it was filed on June 20, 1997.
ITEM 2. Changes in Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission Of Matters To a Vote of Security Holders.
None.
ITEM 5. Other Information.
On May 15, 1998, B. Allen Aynessazian resigned as Chief Financial
Officer from the Corporate General Partner. Mr. Aynessazian is
returning to Giordano's Enterprises, a privately held restaurant
concern where he worked from 1989 until 1996, prior to joining the
Brauvin organization.
Mr. Aynessazian is being succeeded by Mr. Thomas E. Murphy, age
31. Mr. Murphy will be the Partnership's Principal Accounting
Officer. He is responsible for the daily operations of Partnership
accounting and financial reporting to regulatory agencies. Mr.
Murphy received a B.S. degree from Northern Illinois University in
1988. Prior to joining the Brauvin organization he was in the
accounting department of Zell/Merrill Lynch and First Capital Real
Estate Funds where he was responsible for the preparation of the
accounting and financial reporting for several real estate limited
partnerships and corporations. Mr. Murphy is a Certified Public
Accountant and is a member of the Illinois Certified Public
Accountants Society.
ITEM 6. Exhibits and Reports On Form 8-K.
Exhibit 27. Financial Data Schedule
<PAGE>
SIGNATURES
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.
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
BY: Brauvin Realty Advisors IV, Inc.
Corporate General Partner
By: /s/ Jerome J. Brault
Jerome J. Brault
Chairman of the Board of
Directors, President and Chief
Executive Officer
By: /s/ B. Allen Aynessazian
B. Allen Aynessazian
Chief Financial Officer and
Treasurer
INDIVIDUAL GENERAL PARTNER
/s/ Jerome J. Brault
Jerome J. Brault
DATED: May 15, 1998
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 480,861
<SECURITIES> 250,159 <F1>
<RECEIVABLES> 475,278
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 13,451,630 <F2>
<DEPRECIATION> 1,212,840
<TOTAL-ASSETS> 13,620,352
<CURRENT-LIABILITIES> 128,474
<BONDS> 691,050 <F3>
0
0
<COMMON> 12,800,828 <F4>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 13,620,352
<SALES> 0
<TOTAL-REVENUES> 418,625 <F5>
<CGS> 0
<TOTAL-COSTS> 144,354 <F6>
<OTHER-EXPENSES> 9,929 <F7>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 264,342
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> "SECURITIES" REPRESENTS INVESTMENT IN JOINT VENTURE
<F2> "PP&E" REPRESENTS INVESTMENT IN REAL ESTATE [LAND AND
BUILDING]
<F3> "BONDS" REPRESENTS MINORITY INTEREST IN JOINT VENTURE
<F4> "COMMON" REPRESENTS TOTAL PARTNERS CAPITAL
<F5> "TOTAL REVENUES" REPRESENTS RENTAL, INTEREST, AND OTHER
INCOME
<F6> "TOTAL COSTS" REPRESENTS TOTAL EXPENSES
<F7> "OTHER EXPENSES" REPRESENTS MINORITY AND EQUITY INTEREST
IN JOINT VENTURES' NET INCOME
</FN>
</TABLE>
