SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
CONNECTICUT GENERAL EQUITY PROPERTIES-I
LIMITED PARTNERSHIP
(Name of Subject Company)
CONNECTICUT GENERAL EQUITY PROPERTIES-I
LIMITED PARTNERSHIP
(Name of Person(s) Filing Statement)
UNITS OF INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
John D. Carey
Connecticut General Realty Resources, Inc.-Third
900 Cottage Grove Road, South Building
Bloomfield, Connecticut 06002
(860) 726-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
W. Christian Drewes, Esq.
Kelley Drye & Warren LLP
101 Park Avenue
New York, New York 10178
(212) 808-7800
## NY28/COLLO/72764.26
Index to Exhibits Located at Page 7
## NY28/COLLO/72764.26
ITEM 1. SECURITY AND SUBJECT COMPANY.
The name of the subject company is Connecticut General Equity
Properties-I Limited Partnership, a Connecticut limited partnership (the
"Partnership"). The address of the Partnership's principal executive offices is
900 Cottage Grove Road, South Building, Bloomfield, Connecticut 06002. The title
of the class of equity securities to which this statement relates is units of
limited partnership interest in the Partnership (the "Units").
ITEM 2. TENDER OFFER OF THE BIDDER.
This Statement relates to a tender offer by Everest Realty
Investors, LLC, a California limited liability company (the "Bidder"), to
purchase up to 15,695 of the Units at a purchase price of $275 per Unit, less
the amount of any Distributions (as defined in the Offer to Purchase referred to
below) per Unit, if any, made by the Partnership after any Distributions made
after the distribution from operations for the third quarter of 1996 and before
the date on which the Bidder purchases the Units tendered pursuant to the Offer
(as defined below) and less any Partnership transfer fees, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated November 18,
1996 (the "Offer to Purchase"), and the related Agreement of Transfer and Letter
of Transmittal (the "Letter of Transmittal", which, together with the Offer to
Purchase, constitute the "Offer"). The address of the Bidder's principal
executive office, according to the Offer to Purchase, is 3280 E. Foothill Blvd.,
#320, Pasadena, California 91107.
ITEM 3. IDENTITY AND BACKGROUND.
(a) Name and Business Address. The person filing this
Statement is the Partnership, the name and business address of which are set
forth in Item 1 above.
(b) Arrangements with Executive Officers, Directors or
Affiliates. Certain contracts, agreements, arrangements and understandings
between the Partnership and its affiliates or their respective officers and
directors are described in the Partnership's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, in Item 10 ("Directors and Executive
Officers of the Registrant"), Item 12 ("Security Ownership of Certain Beneficial
Owners and Management"), and Item 13 ("Certain Relationships and Related
Transactions"). A copy of such sections of the Partnership's Form 10-K is filed
as Exhibit 1 hereto and is incorporated herein by reference.
(c) Arrangements with the Bidder or Affiliates. On May 28,
1996, Everest Investors 3, LLC ("Everest 3"), an affiliate of the Bidder
according to the Offer to Purchase, commenced an offer to purchase up to 4.9% of
the outstanding Units of the Partnership for a purchase price of $160 per Unit,
less any distributions made by the Partnership after April 30, 1996. Pursuant to
such offer, Everest 3 received tenders for an aggregate of 784.8 Units
(representing approximately 2% of the outstanding Units of the Partnership).
Everest 3 submitted Agreements of Transfer to the Partnership to effect the
acquisition of such 784.8 Units. The Partnership initially refused to process
the submitted transfers on the grounds
that Everest 3 had not complied with the requirements of the Partnership
Agreement dated as of November 14, 1983, pursuant to which the Partnership was
formed (as amended or supplemented, the "Partnership Agreement"), relating to
the transfer. Everest 3 disputed this position and on November 7, 1996, entered
into an agreement with the General Partner of the Partnership and the
Partnership's transfer agent pursuant to which (i) the Partnership agreed to
accept Everest 3's Agreement of Transfer, (ii) Everest 3 would be recognized as
a substitute limited partner for 143.5 Units effective as of October 1, 1996,
and for an additional 641.3 Units effective as of November 1, 1996, and (iii)
Everest 3 would indemnify the Partnership, the General Partner and their
affiliates, pay the Partnership's transfer fee and jointly request with the
General Partner that certain tendering limited partners execute and deliver a
properly executed Partnership transfer form. Except as set forth above, to the
Partnership's knowledge, neither the Partnership nor its affiliates are party to
any past, present or proposed material contracts, arrangements, understandings,
relationships, or negotiations with the Bidder or its executive officers,
directors or affiliates.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) This Statement relates to a recommendation by the
Partnership for holders of Units to reject the Offer. A letter to the
Unitholders of the Partnership communicating the Partnership's recommendation is
filed as Exhibit 2 hereto and is incorporated herein by reference.
(b) The Partnership has recommended rejection of the Offer
primarily for two reasons: (1) the Partnership believes that the Offer price of
$275 per Unit, less certain amounts, is inadequate; and (2) the Offer to
purchase is limited to 15,695 Units, representing only approximately forty
percent (40%) of outstanding Units. In reaching its determination, the
Partnership considered a number of factors, including:
(i) Based on the information set forth more fully in
the Partnership's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 (a copy of which is attached
hereto as Exhibit 3 and incorporated herein by reference), and
on the General Partner's estimate of property values as of the
date hereof, the Partnership is estimated to have a current
net asset value of approximately $425 per Unit (before
deducting expenses relating to the sale of the Partnership's
properties and liquidating the Partnership). The Offer price
of $275 (before deducting certain transactional costs, which
will reduce the net value of the Offer to Unitholders) is only
sixty-five percent (65%) of the net asset value, which
represents a significant discount from the net asset value.
Based on these estimates, the Partnership believes that the
Offer price is inadequate. The net asset value is an estimate
of the amount Unitholders of the Partnership would receive per
Unit if the Partnership's assets were sold at their appraised
values without reduction for selling expenses as of the close
of the year, and sales proceeds along with the other funds of
the Partnership were distributed in a liquidation of the
Partnership. There can be no assurance that the estimated net
asset value will be realized by
the Partnership or Unitholders upon liquidation, or that
Unitholders would realize the estimated net asset value if
they attempted to sell their Units because a public market for
the Units does not exist. However, as has been reported
previously in the Partnership's periodic reports to
Unitholders, following a decline in the late 1980's and early
1990's, real estate markets are experiencing a period of
recovery as evidenced by an increase in the Partnership's
estimated net asset value in each of the past three (3) years
(see Exhibit 4 attached hereto and incorporated herein by
reference). It is the General Partner's view that the
Partnership's net asset value will continue to increase as
rental rates increase and occupancy levels stabilize in a
continuing real estate market recovery.
(ii) The Partnership has been considering, and
continues to consider, various alternatives designed to
maximize value to Unitholders. In this connection, while the
Partnership has not yet determined whether a disposition of
all or any substantial part of its assets at this time is the
appropriate way to proceed, the Partnership has been
approached by and, through the General Partner, is currently
engaged in discussions with a potential purchaser for the
possible sale of all of the assets and liabilities of the
Partnership. See Item 7(a), "Certain Negotiations and
Transactions of the Subject Company" elsewhere herein. The
Partnership will continue to explore these alternatives
because it believes that a return to Unitholders in excess of
the Offer price of $275 per Unit is obtainable. Of course,
there can be no assurance at this time that any such
transaction will be consummated, as discussions are ongoing
and approval of the holders of a majority of the Units would
be required. Accordingly, while actively exploring the
prospect of a near-term sale of all of the assets and
liabilities of the Partnership for an amount that would yield
a return in excess of the Offer price as outlined above, the
Partnership intends to continue its plan of orderly
liquidation and wrap-up of the Partnership's business over an
estimated period of three to four years by continuing to
maintain stable occupancy rates (see Exhibit 5 attached hereto
and incorporated herein by reference), controlling leasing
exposure (see Exhibit 6 attached hereto and incorporate herein
by reference), maintaining steady cash flow and distributions
(see Exhibit 7 attached hereto and incorporated herein by
reference) and positioning the Partnership's properties for a
sale that will yield the maximum attainable value to
Unitholders.
(iii) The Offer is to purchase only 15,695 of the
outstanding Units, representing only approximately forty
percent (40%) of all outstanding Units. Accordingly, a
majority of Unitholders will not have an opportunity to tender
all of their Units pursuant to the Offer. Under the terms of
the Offer, if more than 15,695 of the outstanding Units are
tendered while the Offer remains open, the Bidder will acquire
only a portion of each tendering Unitholder's Units, on a pro
rata basis. Hence, no Unitholder, regardless of the timing or
the terms of his or her tender, can be assured of disposing of
all of his or her Units under the terms of the Offer, even if
the Offer were consummated.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
No person or class of persons has been employed or retained or
is to be compensated by the Partnership or any person acting on its behalf to
make solicitations or recommendations to Unitholders in connection with the
Offer. No director, executive officer or employee of the Partnership or any
affiliate of the Partnership will be additionally compensated for making
solicitations or recommendations to Unitholders in connection with the Offer,
but may be reimbursed for out-of-pocket expenses incurred in connection
therewith.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) The Partnership has not effected any transaction in the
Units during the 60-day period prior to the date of this Statement. To the best
of the Partnership's knowledge, no executive officer, director or affiliate of
the Partnership has effected any transaction in the Units during the 60-day
period prior to the date of this Statement. The Partnership has no subsidiaries.
(b) To the best of the Partnership's knowledge, neither the
Partnership nor any executive officer, director or affiliate of the Partnership
intends to tender any Units which are held of record or beneficially owned by
such persons to the Bidder pursuant to the Offer.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) The Partnership has been approached by and, through the
General Partner of the Partnership, is currently engaged in negotiations with
Koll General Partner Services ("Koll") in connection with a proposed purchase of
all of the assets and liabilities of the Partnership. Koll has made an offer, on
behalf of Glenborough Realty Trust Incorporated, to purchase all of the assets
and liabilities of the Partnership as reflected in the Partnership's June 30,
1996 balance sheet for a purchase price of $13,000,000, an amount equal to
approximately ninety percent (90%) of the net asset value as of December 31,
1995, adjusted for the sale of the Partnership's Westside Industrial Property.
This offer is subject to the requisite approval of the Unitholders under the
Partnership Agreement and receipt of a fee of $260,000 at the closing. There can
be no assurance at this time that a sale to Glenborough Realty Trust
Incorporated, or any other alternative, will be consummated; however, the
Partnership intends to continue these negotiations with Koll and to consider any
other alternative that may become available for enhancing value to Unitholders.
(b) None.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
None.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit No. Description
1 Excerpts of Item 10, Item 12 and Item 13 of the
Partnership's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995
2 Letter of Recommendation to Unitholders, dated December 2, 1996
3 The Partnership's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996
4 Reported Net Asset Value of the Partnership's Assets for 1993, 1994,
1995 and 1996
5 Occupancy Levels of Partnership's Properties for 1994, 1995 and 1996
6 Projected Leasing Exposure of Partnership's Properties for 1997, 1998
7 Quarterly Cash Distributions to Unitholders for 1994, 1995 and 1996
## NY28/COLLO/72764.26
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
CONNECTICUT GENERAL EQUITY
PROPERTIES-I LIMITED PARTNERSHIP
By: Connecticut General Realty
Resources, Inc.-Third,
General Partner
By: /s/ John D. Carey
John D. Carey, President
Dated: December 2, 1996
## NY28/COLLO/72764.26
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
----------- ----------- -------------
1 Excerpts of Item 10, Item 12 and Item 13 of the
Partnership's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995
2 Letter of Recommendation to Unitholders, dated
December 2, 1996
3 The Partnership's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996
4 Reported Net Asset Value of the Partnership's Assets
for 1993, 1994, 1995 and 1996
5 Occupancy Levels of Partnership's Properties for 1994,
1995 and 1996
6 Projected Leasing Exposure of Partnership's Properties
for 1997, 1998
7 Quarterly Cash Distributions to Unitholders for 1994,
1995 and 1996
## NY28/COLLO/72764.26
EXHIBIT 1
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The General Partner of the Partnership, Connecticut General Realty
Resources, Inc.-Third, a Delaware corporation, is an indirect, wholly owned
subsidiary of CIGNA Corporation, a publicly held corporation whose stock is
traded on the New York Stock Exchange. The General Partner has responsibility
for and control over the affairs of the Partnership.
The directors and executive officers of the General Partner as of
February 15, 1996 are as follows:
Name Office Served Since
R. Bruce Albro Director May 2, 1988
J. Robert Andrews Director April 2, 1990
David Scheinerman Director July 25, 1995
John D. Carey President, Controller September 7, 1993
September 4, 1990
Verne E. Blodgett Vice President, Counsel April 2, 1990
Joseph W. Springman Vice President, Assistant Secretary September 7, 1993
David C. Kopp Secretary September 29, 1989
Marcy F. Blender Treasurer August 1, 1994
There is no family relationship among any of the foregoing directors or
officers. There are no arrangements or understandings between or among said
officers or directors and any other person pursuant to which any officer or
director was selected as such.
The foregoing directors and officers are also officers and/or directors
of various affiliated companies of Connecticut General Realty Resources,
Inc.-Third, including CIGNA Financial Partners, Inc. (the parent of Connecticut
General Realty Resources, Inc.-Third), CIGNA Investments, Inc., CIGNA
Corporation (the parent of CIGNA Investments, Inc.), Connecticut General
Corporation (the parent of CIGNA Financial Partners, Inc.).
The business experience of each of the directors and executive officers
of the General Partner of the Partnership is as follows:
R. BRUCE ALBRO - DIRECTOR
Mr. Albro, age 53, a Senior Managing Director of CIGNA Investment
Management (CIM),
joined Connecticut General's Investment Operations in 1971 as a Securities
Analyst in Paper, Forest Products, Building and Machinery. Subsequently, he
served as a Research Department Unit Head, as an Assistant Portfolio Manager,
then as Director of Equity Research and a member of the senior staff of CIGNA
Investment Management Company and as a Portfolio Manager in the Fixed Income
area. He then headed the Marketing and Merchant Banking area for CII. Prior to
his current assignment of Division Head, Portfolio Management Division, he was
an insurance portfolio manager, and prior to that, he was responsible for
Individual Investment Product Marketing. In addition, Mr. Albro currently serves
as President of the CIGNA Funds Group and other CIGNA affiliated mutual funds.
Mr. Albro received a Master of Arts degree in Economics from the University of
California at Berkeley and a Bachelor of Arts degree in Economics from the
University of Massachusetts at Amherst.
J. ROBERT ANDREWS - DIRECTOR
Mr. Andrews, age 51, is a Managing Director of CIGNA Investment
Management and is one of seven senior managers in the Real Estate Investment
Division, heading the Real Estate Acquisition and Dispositions Department. He
joined CIGNA's Real Estate Division in 1983. Prior to his current assignment, he
was the Head of the Tax Advantaged Investment Department; a Vice President -
Real Estate Portfolio Manager for Pension Accounts; one of six Vice President -
Territorial Managers in the Mortgage and Real Estate Acquisition unit and an
Assistant Vice President in the Real Estate Asset Management unit. Prior to
coming to CIGNA, he was the principal of a real estate consulting firm
specializing in domestic and international multi-family residential construction
and development. Prior to forming his own business, Mr. Andrews was an
Acquisition Director and Regional Director of Operations for a publicly owned
(NYSE) real estate development company. He received a Bachelor of Arts degree in
Architecture and a Master of Business Administration degree in Finance and Real
Estate from The Pennsylvania State University.
DAVID SCHEINERMAN - DIRECTOR
Mr. Scheinerman, age 35, was appointed Chief Financial Officer of CIGNA
Individual Insurance, a division with more than $77 billion of life insurance in
force, in July of 1995. Mr. Scheinerman has served in various actuarial and
business management capacities with CIGNA. In 1991 he was appointed Vice
President and Pricing Actuary for CIGNA HealthCare. He has more than 12 years of
financial management experience and has served as Chief Financial Officer of
Crusader Insurance PLC, a CIGNA subsidiary life company in the United Kingdom.
Mr. Scheinerman holds a BA in Mathematics from Rice University and an MBA from
the University of Pennsylvania Wharton School of Business. He is a fellow of the
Society of Actuaries and a member of the American Academy of Actuaries.
JOHN D. CAREY - PRESIDENT, CONTROLLER
Mr. Carey, age 32, joined CIGNA Investment Management-Real Estate as
Controller of Tax Advantaged Investments in 1990. In September 1993, Mr. Carey
was appointed President. Prior to joining CIGNA Investment Management, he held
the position of manager at KPMG Peat Marwick LLP in the audit department and was
a member of the Real Estate Focus Group. His experiences include accounting and
financial reporting for public and private real estate limited partnership
syndications. Mr. Carey is a graduate of Central Connecticut State University
with a Bachelor of Science Degree and is a Certified Public Accountant.
VERNE E. BLODGETT - VICE PRESIDENT, COUNSEL
Mr. Blodgett, age 58, is an Assistant General Counsel of CIGNA
Corporation. He joined Connecticut General Life Insurance Company in 1975 as an
investment attorney and has held various positions in the Legal Division of
Connecticut General Life Insurance Company prior to his appointment as Assistant
General Counsel in 1981. Mr. Blodgett received a Bachelor of Arts degree from
Yale University and graduated with honors from the University of Connecticut
School of Law. He is a member of the Connecticut and the American Bar
Associations.
JOSEPH W. SPRINGMAN - VICE PRESIDENT, ASSISTANT SECRETARY
Mr. Springman, age 54, is Managing Director and department head
responsible for asset management. He joined CIGNA's Real Estate operations in
1970. He has held positions as an officer or director of several real estate
affiliates of CIGNA. His past real estate assignments have included Development
and Engineering, Property Management, Director, Real Estate Operations,
Portfolio Management and Vice President, Real Estate Production. Prior to
assuming his asset management post, Mr. Springman was responsible for production
of real estate and mortgage investments. He received a Bachelor of Science
degree from the U.S. Naval Academy.
DAVID C. KOPP - SECRETARY
Mr. Kopp, age 50, is Secretary of CII, Corporate Secretary of
Connecticut General Life Insurance Company and Assistant Corporate Secretary and
Assistant General Counsel, Insurance and Investment Law of CIGNA Corporation. He
also serves as an officer of various other CIGNA Companies. In August of 1995,
he also assumed responsibility as chief compliance officer for CIGNA HealthCare,
a division of CIGNA Corporation. He joined Connecticut General Life Insurance
Company in 1974 as a commercial real estate attorney and held various positions
in the Legal Department of Connecticut General Life Insurance Company prior to
his appointment as Corporate Secretary in 1977. Mr. Kopp is an honors graduate
of Northern Illinois University and served on the law review at the University
of Illinois College of Law. He is a member of the Connecticut Bar Association
and is Past President of the Hartford Chapter, American Society of Corporate
Secretaries.
MARCY F. BLENDER - TREASURER
Marcy F. Blender, age 39, is Assistant Vice President, Bank Resources
of CIGNA Corporation. In this capacity she is responsible for bank relationship
management, bank products and services, bank compensation and control, and bank
exposure management. Marcy joined Insurance Company of North America (INA) in
1979. She has held a variety of financial and investment positions with INA and
later with the merged CIGNA Corporation before assuming her current
responsibilities in 1992. She received a B.A. degree from Rutgers University and
an M.B.A. from Drexel University. She is a Certified Public Accountant.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
No person or group is known by the Partnership to own beneficially more
than 5% of the outstanding Units of interest of the Partnership.
As of February 15, 1996, the individual directors and the directors and
officers, as a group, of the General Partner beneficially owned Partnership
Units and shares of the common stock of CIGNA, parent of the General Partner, as
set forth in the following table:
Units Shares
Beneficially Beneficially Percent of
Name Owned(a) Owned(b) Class
R. Bruce Albro (c) 0 6,653 *
J. Robert Andrews (d) 0 1,885 *
David Scheinerman 0 0 *
All directors and officers
Group (8) (e) 0 15,388 *
* Less than 1% of class
(a) No officer or director of the General Partner possesses a right to
acquire beneficial ownership of additional Units of interest of the
Partnership.
(b) The directors and officers have sole voting and investment power over
all the shares of CIGNA common stock they own beneficially.
(c) Shares beneficially owned includes options to acquire 4,487 shares and 1,432 shares which are
restricted as to disposition.
(d) Shares beneficially owned includes 1,885 shares which are restricted as to disposition.
(e) Shares beneficially owned by directors and officers include 6,492 shares of CIGNA common
stock which may be acquired upon exercise of stock options and 7,611
shares which are restricted as to disposition.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner of the Partnership is generally entitled to receive
1% of cash distributions, when and as cash distributions are made to the Limited
Partners, and is generally allocated 1% of profits or losses. The General
Partner was entitled to receive distributable cash from 1995 operations of
$10,435. The General Partner was allocated a share of the Partnership income in
the amount of $22,266 for 1995. Reference is also made to the Notes to Financial
Statements included in this annual report for a description of such
distributions and allocations. The relationship of the General Partner (and its
directors and officers) to its affiliates is set forth in Item 10.
CII provided asset management services to the Partnership during 1995
for the Woodlands Plaza II Office Building, Westside Industrials and Lake Point
Service Center for fees calculated at 6% of gross revenues collected from the
properties less amounts earned by independent third party property management
companies contracted by CII on behalf of the Partnership. In 1995, CII earned
asset management fees amounting to $55,633 for such services, of which $7,877
was unpaid as of December 31, 1995. Independent third party property managers
earned $112,749 of management fees, of which $7,622 was unpaid as of December
31, 1995. In 1995, CII provided asset management services for the Partnership's
investment in the Westford Office Venture for fees calculated at 6% of gross
revenues collected. CII earned $14,577 for such services. Independent third
party property managers earned $13,811 of fees relating to Westford.
CFP provided partnership management services for the Partnership at
fees calculated at 9% of adjusted cash from operations in any one year. In 1995,
CFP earned partnership management fees amounting to $124,050 for such services,
of which $18,910 was unpaid as of December 31, 1995.
The General Partner and its affiliates may be reimbursed for their
direct expenses incurred in the administration of the Partnership. In 1995, the
General Partner and its affiliates were entitled to reimbursement for such out
of pocket administrative expenses in the amount of $69,452 of which $6,050 was
unpaid as of December 31, 1995.
EXHIBIT 2
[LETTERHEAD OF THE PARTNERSHIP]
December 2, 1996
Re: Everest Realty Investors, LLC Tender Offer
Dear Unitholders:
You may have recently received an Offer to Purchase dated
November 18, 1996 from Everest Realty Investors, LLC ("Everest"), in which
Everest offered to purchase up to 15,695 (40%) of the currently outstanding
Units of Connecticut General Equity Properties-I Limited Partnership (the
"Partnership") at a purchase price of $275 per Unit less certain adjustments and
expenses (the "Everest Offer").
THE PARTNERSHIP RECOMMENDS THAT UNITHOLDERS REJECT THE EVEREST
OFFER AND NOT TENDER THEIR UNITS TO EVEREST.
Enclosed is a copy of the Partnership's Schedule 14D-9, filed today with
the Securities and Exchange Commission, in which the reasons and the basis for
the Partnership's recommendation that you reject the Everest Offer are explained
more fully. To summarize:
o The General Partner estimates that the Partnership's current
net asset value is approximately $425 per Unit; the Everest
Offer provides for a purchase price of only $275 per Unit
(less certain adjustments and expenses), less than 65% of the
current net asset value.
o The Partnership is currently engaged in discussions with Koll
General Partner Services ("Koll") regarding a possible sale of
the Partnership assets. Koll has made an offer, on behalf of
Glenborough Realty Trust Incorporated, to purchase all of the
assets and liabilities of the Partnership for $13 million,
which represents approximately ninety percent (90%) of the
Partnership's estimated net asset value as of December 31,
1995 (adjusted for the sale of the Westside Industrial
Property)(the "Koll Proposal"). While the Partnership is not
yet prepared to recommend such a transaction, and there can be
no assurance at this time that the Koll Proposal will be
consummated, the Partnership intends to continue these
discussions with Koll, and to explore other alternatives that
may become available, because it believes that a return to
Unitholders in excess of the Everest Offer price of $275 per
Unit is obtainable.
o The Everest Offer is to purchase up to 15,695 Units,
representing only approximately 40% of all outstanding Units.
Accordingly, the Everest Offer is not available to a majority of
Unitholders, and no Unitholder, regardless of when he or she
responds, can be assured of disposing of all his or her Units
under the terms of the Everest Offer. By contrast, the Koll
Proposal, if consummated, would provide for a sale of all of the
assets and liabilities of the Partnership.
This letter merely summarizes the Partnership's recommendation as explained in
the enclosed Schedule 14D-9, and is qualified by the information set forth
therein; accordingly, you are urged to read the enclosed Schedule in its
entirety.
If you sell your interest in the Partnership, it may
constitute a taxable event to you. Accordingly, if you wish to consider the
Everest Offer notwithstanding the foregoing recommendation, please consult your
adviser to review your personal tax situation before accepting the Everest Offer
or tendering any of your Units.
Please call the undersigned with any questions you may have
regarding the Everest Offer, the information set forth in the enclosed Schedule
14D-9, the status of your investment, or any other related matter.
Sincerely,
CONNECTICUT GENERAL EQUITY
PROPERTIES-I LIMITED
PARTNERSHIP
By: Connecticut General Realty
Resources, Inc.-Third,
General Partner
By: ____________________________
John D. Carey, President
## NY28/COLLO/72764.26
Exhibit 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
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 0-13458
CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Connecticut 06-1094176
(State of Organization) (I.R.S. Employer Identification No.)
900 Cottage Grove Road, South Building
Bloomfield, Connecticut 06002
(Address of principal executive offices)
Telephone Number: (860) 726-6000
Indicate by checkmark 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
1
PART I - FINANCIAL INFORMATION
CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
(A CONNECTICUT LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
1996 1995
ASSETS (UNAUDITED) (AUDITED)
Property and improvements, at cost:
Land and improvements $ 2,533,388 $ 2,533,388
Buildings 11,942,917 11,904,091
Tenant improvements 3,254,781 2,872,782
--------------- ---------------
17,731,086 17,310,261
Less accumulated depreciation 7,216,643 6,783,301
--------------- ---------------
Net property and improvements 10,514,443 10,526,960
Equity investment in unconsolidated joint venture 2,752,841 2,679,392
Cash and cash equivalents 785,315 2,052,475
Accounts receivable (net of allowance of $6,194
in 1996 and $6,535 in 1995) 32,000 107,677
Prepaid expenses and other assets 22,770 27,971
Deferred charges, net 478,638 384,586
--------------- ---------------
Total $ 14,586,007 $ 15,779,061
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Accounts payable and accrued expenses (including $66,017
in 1996 and $32,837 in 1995 due to affiliates) $ 355,311 $ 161,220
Tenant security deposits 74,621 86,457
Unearned income 43,626 61,649
--------------- ---------------
Total liabilities 473,558 309,326
--------------- ---------------
Partners' capital (deficit):
General Partner:
Capital contribution 1,000 1,000
Cumulative net income 170,383 165,478
Cumulative cash distributions (172,031) (167,140)
--------------- ---------------
(648) (662)
--------------- ---------------
Limited partners (39,236.25 Units):
Capital contributions, net of offering costs 35,602,279 35,602,279
Cumulative net income 4,186,167 3,700,536
Cumulative cash distributions (25,675,349) (23,832,418)
--------------- ---------------
14,113,097 15,470,397
--------------- ---------------
Total partners' capital 14,112,449 15,469,735
--------------- ---------------
Total $ 14,586,007 $ 15,779,061
=============== ===============
The Notes to Financial Statements are an integral part of these statements.
2
CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
(A CONNECTICUT LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
Income:
Base rental income $ 568,209 $ 581,382 $ 1,649,325 $ 1,882,795
Other operating income 55,192 63,856 139,672 178,201
Interest income 8,293 22,372 32,748 51,348
------------- ------------- ------------- -------------
631,694 667,610 1,821,745 2,112,344
------------- ------------- ------------- -------------
Expenses:
Property operating expenses 247,849 248,364 678,011 736,453
General and administrative 27,428 26,359 76,637 98,862
Fees and reimbursements to affiliates 48,497 59,941 135,855 191,634
Depreciation and amortization 175,923 260,586 514,155 673,833
------------- ------------- ------------- -------------
499,697 595,250 1,404,658 1,700,782
------------- ------------- ------------- -------------
Net partnership operating income 131,997 72,360 417,087 411,562
Gain on sale of property -- -- -- 83,399
Other income:
Equity interest in joint venture net income 33,696 39,010 73,449 123,142
------------- ------------- ------------- -------------
Net income $ 165,693 $ 111,370 $ 490,536 $ 618,103
============= ============= ============= =============
Net income:
General Partner $ 1,657 $ 1,114 $ 4,905 $ 16,757
Limited partners 164,036 110,256 485,631 601,346
------------- ------------- ------------- -------------
$ 165,693 $ 111,370 $ 490,536 $ 618,103
============= ============= ============= =============
Net income per Unit $ 4.18 $ 2.82 $ 12.38 $ 15.33
============= ============= ============= =============
Cash distribution per Unit $ 5.01 $ 13.71 $ 46.97 $ 21.84
============= ============= ============= =============
The Notes to Financial Statements are an integral part of these statements.
3
CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
(A CONNECTICUT LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
1996 1995
---- ----
Cash flows from operating activities:
Net income $ 490,536 $ 618,103
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of property -- (83,399)
Deferred rent credits 14,463 37,633
Depreciation and amortization 514,155 673,833
Equity interest in joint venture net income (73,449) (123,142)
Accounts receivable 75,677 79,506
Accounts payable 196,658 259,760
Other, net (24,658) 81,514
--------------- ---------------
Net cash provided by operating activities 1,193,382 1,543,808
--------------- ---------------
Cash flows from investing activities:
Purchases of property and improvements (422,629) (299,278)
Payment of leasing commissions (189,328) (72,557)
Proceeds from sale of property -- 365,400
Payment of closing costs related to sale of property -- (24,372)
Distribution from joint venture -- 521,600
--------------- ---------------
Net cash provided by (used in) investing activities (611,957) 490,793
--------------- ---------------
Cash flows from financing activities:
Cash distribution to limited partners (1,843,694) (857,484)
Cash distribution to General Partner (4,891) (8,036)
--------------- ---------------
Net cash used in financing activities (1,848,585) (865,520)
--------------- ---------------
Net increase (decrease) in cash and cash equivalents (1,267,160) 1,169,081
Cash and cash equivalents, beginning of year 2,052,475 368,015
--------------- ---------------
Cash and cash equivalents, end of period $ 785,315 $ 1,537,096
=============== ===============
The Notes to Financial Statements are an integral part of these statements.
4
CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
(A CONNECTICUT LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Readers of this quarterly report should refer to the CONNECTICUT GENERAL
EQUITY PROPERTIES-I LIMITED PARTNERSHIP'S ("the Partnership") audited financial
statements for the year ended December 31, 1995 which are included in the
Partnership's 1995 Annual Report, as certain footnote disclosures which would
substantially duplicate those contained in such audited financial statements
have been omitted from this report.
1. BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES
A) BASIS OF PRESENTATION: The accompanying financial statements were prepared
in accordance with generally accepted accounting principles, and reflect
management's estimates and assumptions that affect the reported amounts. It
is the opinion of management that the financial statements presented
reflect all the adjustments necessary for a fair presentation of the
financial condition and results of operations.
B) RECENT ACCOUNTING PRONOUNCEMENT: In 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of" (the "Statement"). The Statement requires a
writedown to fair value when long-lived assets to be held and used are
impaired. Long-lived assets to be disposed of, including real estate held
for sale, must be carried at the lower of cost or fair value less costs to
sell. In addition, the Statement prohibits depreciation of long-lived
assets to be disposed. Adoption of the Statement in the first quarter of
1996 had no effect on the Partnership's results of operations, liquidity
and financial condition.
C) CASH AND CASH EQUIVALENTS: Short-term investments with a maturity of three
months or less at the time of purchase are reported as cash equivalents.
2. UNCONSOLIDATED JOINT VENTURE - SUMMARY INFORMATION
The Partnership owns a 26.08% interest in the Westford Office Venture (the
"Venture") which owns the Westford Corporate Center in Westford, Massachusetts.
The general partner of the Partnership's joint venture partner is an affiliate
of the General Partner.
Venture operations information:
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
---- ---- ---- ----
Total income of venture $ 465,585 $ 478,526 $ 1,346,746 $ 1,452,241
Net income of venture 129,203 149,575 281,630 472,168
Venture balance sheet information:
September 30, December 31,
1996 1995
Total assets $ 11,549,208 $ 11,280,276
Total liabilities 739,300 751,999
The Venture paid a distribution to the venturers of $2,000,000 in 1995, of
which the Partnership's share was $521,600.
5
CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
(A CONNECTICUT LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
3. DEFERRED CHARGES
Deferred charges consist of the following:
September 30, December 31,
1996 1995
Deferred leasing commissions $ 1,177,716 $ 988,388
Accumulated amortization (709,007) (628,194)
--------------- ----------------
468,709 360,194
Deferred rent credits 9,929 24,392
--------------- ---------------
$ 478,638 $ 384,586
=============== ===============
4. TRANSACTIONS WITH AFFILIATES
Fees and other expenses incurred by the Partnership related to the General
Partner or its affiliates are as follows:
Three Months Ended Nine Months Ended Unpaid at
September 30, September 30, September 30,
------------- ------------ -------------
1996 1995 1996 1995 1996
---- ---- ---- ---- ----
Partnership management fee(a) $ 20,948 $ 23,727 $ 48,468 $ 103,203 $ 20,948
Property management fee (b)(c) 11,792 13,761 35,156 44,292 7,894
Reimbursement (at cost) of
out-of-pocket expenses 15,757 22,453 52,231 44,139 37,175
------------ ------------- ----------- ------------ ------------
$ 48,497 $ 59,941 $ 135,855 $ 191,634 $ 66,017
============ ============= =========== ============ ============
(a) Includes management fees attributable to the Partnership's 26.08% interest
in the Westford Office Venture.
(b) Does not include management fees attributable to the Partnership's 26.08%
interest in the Westford Office Venture of $3,501 and $3,613 for the three
months ended September 30, 1996 and 1995, respectively, and $10,499 and
$11,026 for the nine months ended September 30, 1996 and 1995,
respectively.
(c) Does not include on-site property management fees earned by independent
management companies of $24,411 and $28,108 for the three months ended
September 30, 1996 and 1995, respectively, and $74,170 and $87,909 for the
nine months ended September 30, 1996 and 1995, respectively. On-site
property management services have been contracted by an affiliate of the
General Partner on behalf of the Partnership and are paid directly by the
Partnership to the third party companies.
5. SUBSEQUENT EVENT
On November 15, 1996, the Partnership paid a distribution of $215,407 to
limited partners and $2,118 to the General Partner.
6
CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
(A CONNECTICUT LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Partnership's cash and cash equivalents and the
Partnership's share of cash and cash equivalents from the Westford Office
Venture totaled $785,315 and $461,967, respectively. The Partnership's cash and
cash equivalents were available for working capital requirements, cash reserves
and distributions to partners. The Partnership paid the first quarter 1996 cash
distribution of $182,451 or $4.65 per Unit on May 15, 1996, the second quarter
cash distribution of $196,576 or $5.01 per Unit on August 15, 1996, and the
third quarter cash distribution of $215,407 or $5.49 per Unit on November 15,
1996. The cash distributions were representative of each quarter's adjusted cash
from operations, inclusive of adjustments to cash reserves. The Partnership's
distributions from operations for the remainder of the year should reflect
actual operating results subject to changes in reserves for liabilities or
leasing risk.
Lake Point's adjusted cash from operations for the third quarter of 1996
totaled approximately $123,000 after $127,000 of leasing commissions and tenant
improvements, (including utilization of $20,000 of cash reserves to cover a
portion of the third quarter leasing cost). A scheduled plumbing project,
budgeted at $33,000, will be completed during the fourth quarter and
approximately $50,000 to $60,000 of leasing costs related to leases signed in
the third quarter will be incurred in the fourth quarter. The 1996 leasing plan
has been completed with no remaining leasing exposure for 1996. The property is
100% occupied at September 30, 1996. During the third quarter, one of the
property's major tenants assigned its lease to a successor company without the
Partnership's consent. The Partnership's property manager is currently reviewing
the situation to ensure that there is no major effect from this change on the
property's operations.
Woodlands Plaza generated $75,000 of adjusted cash from operations for the
third quarter of 1996 after approximately $19,500 of leasing costs and an
addition to cash reserves of $21,000. Two tenants, representing a total of
16,590 square feet, or 23% of net rentable area, renewed during the third
quarter, eliminating the remaining 1996 leasing exposure. The Partnership
estimated another $25,000 of expenditures in the fourth quarter to complete
tenant improvements for third quarter renewing tenants. The property was 98.5%
occupied at September 30, 1996.
At Westford Corporate Center, adjusted cash from operations for the third
quarter was $270,000 ($70,400 attributable to the Partnership's interest). The
property remains 100% occupied. No capital expenditures have been planned for
the year. During the first quarter, a portion of the 1995 capital expenditures
was reimbursed by the tenants. In addition, adjustments were made to reduce
other income (and the portion of account receivable representing 1995 tenant
reimbursement billings) based on the final calculation of actual 1995 tenant
reimbursable operating expenses. The 1996 estimated billings for tenant expense
reimbursement are based on the annual budget.
RESULTS OF OPERATIONS
Generally, decreases in the income statement accounts are the result of the
sales of the remaining buildings of Westside Industrials. Buildings #3, 4 and 5,
sold on December 26, 1995, were fully occupied in the first quarter of 1995.
Building #6, sold on April 27, 1995, was vacant in 1995. For the nine months
ended September 30, 1995, Westside Industrials accounted for approximately
$152,000 of rental income, $17,000 of other income, $81,000 of property
operating expenses, $15,000 of general and administrative expenses and $31,000
of depreciation and amortization. For the three months ended September 30, 1995,
Westside Industrials accounted for approximately $51,000 of rental income,
$7,000 of other income, $27,000 of property operating expenses, $3,000 of
general and administrative expenses and $9,000 of depreciation and amortization.
The following analytical comments have been limited to the Partnership's
remaining properties.
7
CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
(A CONNECTICUT LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Rental income increased for the three months and decreased for the nine
months ended September 30, 1996, as compared with the same periods in 1995. The
decrease for the nine months was the result of lease termination fees recorded
in the second quarter of 1995 for Woodlands Plaza. Exclusive of the lease
termination fees, rental income increased at Woodlands Plaza for the three and
nine months due to a rise in leased space. Rental income at Lake Point increased
approximately $16,000 and $82,000 for the three and nine months, respectively,
due to the renewal of a tenant in the fourth quarter of 1995 with new terms,
including a higher base rental rate and a lower expense reimbursement
requirement, and the timing of tenant occupancies during the first quarter of
1995 versus 1996.
The decrease in other income for the three and nine months ended September
30, 1996, as compared with the same periods of 1995, was primarily the result of
lower expense charge-back billings at Woodlands Plaza due to lower property tax
expense coupled with higher base years on 1995 leases.
Interest income decreased for the three and nine months ended September 30,
1996, as compared with the same periods of 1995, due to a lower average cash
balance and a slight decrease in interest rates from the prior year. For a
portion of 1995, the cash balance included funds received from the sale of
Westside building #6 and Woodlands Plaza lease termination fees.
Property operating expenses increased for the three and nine months ended
September 30, 1996. Cleaning and utility expenses increased at Lake Point due to
a change in a tenant's lease upon renewal to a "full service lease" effective
November 1, 1995, and at Woodlands Plaza due to higher occupancy. Offsetting the
expense increase at Woodlands Plaza for the nine months was a decrease in
property tax expense due to lower accrual estimates. Additionally, maintenance
and repairs and management fees decreased at Woodlands Plaza for the nine
months, primarily as a result of nonrecurring maintenance projects in 1995,
including painting of the vending lounge, and management fees earned on lease
termination fees in 1995. Property operating expenses increased for the three
months at Woodlands Plaza as a result of a $20,000 property tax refund received
in the third quarter of 1995.
The decrease in general and administrative for the nine months ended
September 30, 1996, as compared with the same period of 1995, was the result of
a net decrease in the provision for doubtful accounts coupled with a
nonrecurring appraisal fee for Woodlands Plaza in 1995.
The decrease in fees and reimbursements to affiliates for the three and
nine months ended September 30, 1996, as compared with the same periods of 1995,
was due to a decrease in the partnership management fee as a result of a drop in
adjusted cash from operations. Adjusted cash from operations was impacted by a
higher level of capital improvements and leasing costs in 1996 as well as lease
termination fees received in 1995.
Depreciation and amortization decreased for the three and nine months ended
September 30, 1996, as compared with the same periods in 1995, due primarily to
accelerated depreciation and amortization of assets associated with vacated
tenants at Woodlands Plaza in 1995. Partially offsetting the decrease was an
increase in depreciation and amortization at Lake Point due to new tenant
improvements and leasing commissions incurred during the second quarter of 1995.
The gain on sale was the result of the sale of building #6 of the Westside
property in April 1995.
The joint venture net income decreased for the three and nine months ended
September 30, 1996, as compared with the same periods in 1995. Revenue declined
as the result of a lower base rental rate for the replacement tenant of a tenant
that
8
CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
(A CONNECTICUT LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
vacated in December 1995. In the first quarter of 1996, an adjustment was made
that reduced other income because the actual recovery of operating expenses and
taxes from tenants for 1995 was lower than estimated. Property operating
expenses in 1996 increased due to increase in snow removal costs, as a result of
a harsh winter, and costs for an HVAC project. In addition, a landscaping
project capitalized in 1995 was reclassed to an expense account in 1996.
OCCUPANCY
The following is a listing of approximate physical occupancy levels by
quarter for the Partnership's investment properties:
1995 1996
------------------------------------------------ ----------------------------------
At 3/31 At 6/30 At 9/30 At 12/31 At 3/31 At 6/30 At 9/30
1. Woodlands Plaza II
Office Building
St. Louis, Missouri 94% 90% 79% 75% 95% 99% 99%
2. Westside Industrials
(formerly Interpark)
Phoenix, Arizona (a) 80% 100% 100% N/A N/A N/A N/A
3. Lake Point I, II, III
Service Center
Orlando, Florida 100% 100% 100% 98% 100% 100% 100%
4. Westford Corporate Center
Westford, Massachusetts (b) 100% 100% 100% 100% 100% 100% 100%
An "N/A" indicates the property was not owned by the Partnership at the end
of the quarter.
(a) On April 27, 1995, Westside Industrials sold building #6, reducing square
footage from 63,080 to 50,480. The remaining three buildings were sold on
December 26, 1995.
(b) The partnership owns a 26.08% interest in the Westford Office Venture which
owns the Westford Corporate Center.
9
CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
(A CONNECTICUT LIMITED PARTNERSHIP)
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedules
(b) No Form 8-Ks were filed during the three months ended September 30,
1996.
10
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 thereunto duly authorized.
CONNECTICUT GENERAL EQUITY PROPERTIES-I
LIMITED PARTNERSHIP
By: Connecticut General Realty Resources, Inc. - Third,
General Partner
Date: November 8, 1996 By: /s/ John D. Carey
---------------- -----------------
John D. Carey, President
(Principal Executive Officer)
Date: November 8, 1996 By: /s/ Josephine C. Donofrio
---------------- -------------------------
Josephine C. Donofrio, Controller
(Principal Accounting Officer)
11
EXHIBIT 4
NET ASSET VALUE CHART
PERCENT PERCENT PERCENT
1993 1994 CHANGE 1995 CHANGE 1996 CHANGE
---- ---- ------ ---- ------ ---- ------
$351 $372 6% $395 6% $425 7.6%
## NY28/COLLO/72764.26
EXHIBIT 5
CONNECTICUT GENERAL EQUITY PROPERTIES
OCCUPANCY CHART FOR 1994, 1995, AND 1996:
WOODLANDS PLAZA II LAKE POINT I, II, III WESTFORD
OFFICE BLDG. WESTSIDE IND. PARK SERVICE CENTER CORPORATE CENTER
ST. LOUIS, MO PHOENIX, AZ (A) ORLANDO, FL WESTFORD, MA (B)
1994
At 03/31 81% 67% 90% 75%
At 06/30 78% 100% 83% 85%
At 09/30 84% 85% 89% 100%
At 12/31 92% 80% 89% 100%
1995
At 03/31 94% 80% 100% 100%
At 06/30 90% 100% 100% 100%
At 09/30 79% 100% 100% 100%
At 12/31 75% N/A 98% 100%
1996
At 03/31 95% N/A 100% 100%
At 06/30 99% N/A 100% 100%
At 09/30 99% N/A 100% 100%
At 11/27 99% N/A 100% 100%
=============== ======================== ======================== ========================== ========================
An "N/A indicates that the property was not owned by the Partnership at the end
of the quarter.
(a) Two of six buildings at Westside Industrials were sold on April 15,
1994, representing 42,480 of the 105,560 square feet. An additional
building, representing 12,600 square feet was sold on April 27, 1995.
The remaining three buildings were sold on December 26, 1995.
(b) The Partnership owns a 26.08% interest in the joint venture which owns the property.
## NY28/COLLO/72764.26
EXHIBIT 6
CONNECTICUT GENERAL EQUITY PROPERTIES
LEASING EXPOSURE FOR 1997 AND 1998:
WOODLANDS PLAZA
NUMBER OF SQUARE FOOTAGE PERCENTAGE OF
LEASES OF LEASES TOTAL SQUARE
YEAR EXPIRING EXPIRING FOOTAGE
1997 3 6,887 10%
1998 1 2,941 4%
================= ===================== ==================== ====================
LAKE POINT
NUMBER OF SQUARE FOOTAGE PERCENTAGE OF
LEASES OF LEASES TOTAL SQUARE
YEAR EXPIRING EXPIRING FOOTAGE
1997 1 1,836 2%
1998 3 22,184 17%
================= ===================== ==================== ====================
WESTFORD CORPORATE CENTER
NUMBER OF SQUARE FOOTAGE PERCENTAGE OF
LEASES OF LEASES TOTAL SQUARE
YEAR EXPIRING EXPIRING FOOTAGE
1997 0 0 0%
1998 0 0 0%
================= ===================== ==================== ====================
## NY28/COLLO/72764.26
EXHIBIT 7
CONNECTICUT GENERAL EQUITY PROPERTIES
QUARTERLY CASH DISTRIBUTIONS FOR 1994, 1995 AND 1996:
CASH DISTRIBUTION PER UNIT (A)
-----------------------------------------------------------------------
QUARTER DATE PAID 1996 1995 1994
------- --------- ---- ---- ----
1st May 15 $ 4.65 $ 5.01 $ 7.50
2nd August 15 5.01 13.71 (b) 32.01 (b)
3rd November 15 5.49 10.02 (c) 5.01
4th February 15 N/A* 37.31 (b) 3.12
------ ------- -------
$15.15 $66.05 $47.64
====== ====== ======
* To be paid 2/15/97
(a) Quarterly distributions are paid 45 days following the end of the quarter.
(b) Includes proceeds from the sale of Westside Industrials.
(c) Includes lease termination fees from Woodlands Plaza.
## NY28/COLLO/72764.26