UNITED STATES
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: November 30, 1995
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-10831 94-2744492
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification
Number)
One Insignia Financial Plaza
P.O. Box 1089
Greenville, SC 29602
(Address of Principal Executive Office)
Registrant's telephone number, including area code (864) 239-1000
Item 2. Acquisition or Disposition of Assets
On November 30, 1995, New Carlton House Partners, Ltd., a
Pennsylvania limited partnership ("NCHP"), owner of a multi-use
apartment/commercial building in Philadelphia, Pennsylvania known as "The
Carlton House", Consolidated Capital Institutional Properties, a California
limited public partnership ("CCIP"), Philly Associates, Inc., a Texas
Corporation ("Philly"), and Kennedy Boulevard Associates I, L.P., a Pennsylvania
limited partnership ("KBA-I, L.P.") (an affiliate of CCIP) entered into a
consensual Transfer Agreement whereby certain mortgage notes held by CCEP and
Philly that are secured by The Carlton House were assigned to KBA-I, L.P. As
NCHP is unable to repay the debt, the parties agreed that in order to avoid the
additional costs and expenses of litigation or a judicial foreclosure, that NCHP
transfer Carlton House to KBA-I, L.P. by a deed in lieu of foreclosure in full
satisfaction of its obligations on the mortgages assigned to KBA-I, L.P. As an
additional matter, the transfer of the Carlton House to KBA-I, L.P. shall be in
satisfaction of a portion of the amounts owed by CCEP to CCIP under the Master
Loan Agreement.
Item 7. Financial Statements and Exhibits
(b). Pro forma financial information
The Carlton House was transferred to Kennedy Boulevard Associates I,
Limited Partnership (KBA-I L.P.), an affiliate of Consolidated Capital
Institutional Properties ("CCIP"), by a deed in lieu of foreclosure on November
30, 1995. The following unaudited condensed balance sheet of CCIP assumes the
property had been transferred and deeded in lieu of foreclosure to KBA-I, L.P.
at January 1, 1994.
Pro Forma Balance Sheet
(unaudited)
(in thousands)
September 30, September 30,
1995 Pro Forma 1995
As Reported Adjustments Pro Forma
Cash and cash equivalents $ 5,433 $ 1,865 (1) $ 7,298
Securities available for sale 5,264 -- 5,264
Prepaid assets and other assets 178 644 (1) 822
Net investment in master loan
to affiliate 92,319 (20,685) (1) 71,634
Land 1,053 3,660 (1) 4,713
Building & related personal
property, net 3,415 15,183 (1) 18,598
Total assets $ 107,662 $ 667 $ 108,329
Accounts payable and accrued
expenses 95 578 (1) 673
Distributions payable 324 -- 324
Total liabilities 419 578 997
Partners' capital 107,243 89 (1) 107,332
Total liabilities and partners'
capital $ 107,662 $ 667 $ 108,329
<FN>
(1) Represents pro forma adjustments to reflect the addition of assets and
liabilities related to the transfer and by deed in lieu of foreclosure of The
Carlton House.
The following pro forma statement of operations assumes The Carlton House had
been transferred and deeded in lieu of foreclosure as of January 1, 1994.
Pro-Forma Statement of Operations
(Unaudited)
(in thousands, except for unit data)
For the year ended
December 31, 1994
Pro Forma
As Reported Adjustments Pro Forma
Rental income $ 1,312 $ 4,831 (2) $ 6,143
Investment income on investment
in Master Loan to affiliate 2,448 -- 2,448
Interest and dividend income
on investments 674 27 (2) 701
Total revenues 4,434 4,858 9,292
Property operations 599 4,108 (2) 4,707
Depreciation 417 885 (2) 1,302
Administrative 480 81 (2) 561
Total expenses 1,496 5,074 6,570
Other income 56 -- 56
Net income $ 2,994 $ (216) $ 2,778
Net income per limited
partnership unit $ 14.90 $ (1.08) $ 13.82
Weighted average number of
units 199,045 199,045
<FN>
(2) Represents pro forma adjustments to add revenues and expenses related to
The Carlton House as a result of the transfer by deed in lieu of foreclosure to
KBA-I, L.P.
The following pro forma statement of operations assumes The Carlton House had
been transferred and deeded in lieu of foreclosure as of January 1, 1994.
Pro-Forma Statement of Operations
(Unaudited)
(in thousands, except for unit data)
For the nine months ended
September 30, 1995
Pro Forma
As Reported Adjustments Pro Forma
Rental income $ 1,117 $ 4,502 (2) $ 5,619
Investment income on investment
in Master Loan to affiliate 2,503 -- 2,503
Interest and dividend income
on investments 364 22 (2) 386
Reduction of allowance for
possible losses 533 533
Total revenues 4,517 4,524 9,041
Property operations 528 3,358 (2) 3,886
Depreciation 316 763 (2) 1,079
Administrative 607 98 (2) 705
Total expenses 1,451 4,219 5,670
Casualty gain 9 -- 9
Net income $ 3,075 $ 305 $ 3,380
Net income per limited
partnership unit $ 15.29 $ 1.52 $ 16.81
Weighted average number of
units 199,052 199,052
<FN>
(2) Represents pro forma adjustments to add revenues and expenses related to
The Carlton House as a result of the transfer by deed in lieu of foreclosure to
KBA-I, L.P.
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.
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
By: ConCap Equities, Inc.
General Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
Date: December 21, 1995
EXHIBITS
EXHIBIT
10.17 Consensual Transfer Agreement of The Carlton House
10.18 Deed in Lieu of Foreclosure of New Carlton House
Partners