SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) November 22, 1995
PAINE WEBBER QUALIFIED PLAN PROPERTY FUND FOUR, LP
(Exact name of registrant as specified in its charter)
Delaware 0-15036 04-2841746
(State or other jurisdiction) (Commission (IRS Employer
of incorporation File Number) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
(Former name or address, if changed since last report)
FORM 8-K
CURRENT REPORT
PAINE WEBBER QUALIFIED PLAN PROPERTY FUND FOUR, LP
ITEM 2 - DISPOSITION OF ASSETS
The Corner at Seven Corners - Fairfax County, Virginia
Disposition Date - November 22, 1995
On November 22, 1995, the borrower of the Corner at Seven Corners loan prepaid
the Partnership's first leasehold mortgage loan secured by The Corner at Seven
Corners Shopping Center and purchased the Partnership's interest in the
underlying land for total consideration of $9,628,000. The principal balance of
the mortgage loan was $6,188,000 plus interest accrued through November 22,
1995 of $42,543. The cost of the land was $2,062,000. Pursuant to the ground
lease, the Partnership received $1,377,500 in excess of its land investment as
its share of the appreciation in value of the operating investment property
above a specified base amount. The net proceeds from this prepayment
transaction are expected to be distributed to the Limited Partners as part of a
special distribution to be paid during the second quarter of fiscal 1995.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: None
(b) Exhibits:
(1) Affidavit of Owner between PaineWebber Qualified Plan Property Fund
Four, LP, and The Corner Associates.
(2) Special Warranty Deed between PaineWebber Qualified Plan Property Fund
Four, LP, and The Corner Associates.
(3) Satisfaction of Mortgage between PaineWebber Qualified Plan Property
Fund Four, LP, and The Corner Associates.
FORM 8-K
CURRENT REPORT
PAINE WEBBER QUALIFIED PLAN PROPERTY FUND FOUR, LP
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
PAINE WEBBER QUALIFIED PLAN
PROPERTY FUND FOUR, LP
(Registrant)
By:/s/ Walter V. Arnold
Walter V. Arnold
Senior Vice President and
Chief Financial Officer
Date: December 6, 1995
Exhibit 2
FIRST AMERICAN TITLE INSURANCE COMPANY
OWNER'S/SELLERS AFFIDAVIT
(To Induce Sale and/or Loan on Premises and Title Insurance
STATE OF ) ss:
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COUNTY OF )
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The undersigned owner(s) being first duly sworn on oath, deposes and
says, that they are the owners of the land and the Landlord under the ground
lease on the land (the `Premises'') known and described as:
SEE ATTACHED EXHIBIT ``A''
and as further described in First American Title Insurance Company's Commitment
No. 95-09-580FX.
That, as owner(s), they have personal knowledge of the facts sworn to in
this Affidavit and has the power and authority to execute this Affidavit.
That the owner is a limited partnership, and said partnership is in Good
Standing in the Sate of Delaware and that the partnership is still in full force
and effect with no changes to the original partnership agreement except by
amendments already disclosed to this Company.
That no proceedings in Bankruptcy or receivership have been institutes by
or against Owner and the Owner has never made an assignment for the benefit of
creditors.
That there is no action or proceeding now pending in any state or federal
court in the United States to which the Owner is a party and which affects the
Premises; nor is there any state or federal court judgment, state or federal tax
lien, or any other sate or federal lien of any nature against Owner which may
constitute a lien charge upon the Premises.
That the Owner has not caused any work, services, or labor to be done, nor
any fixtures, apparatus or material to be furnished, in connection with, or to,
the said Premises, expect such material, fixtures, work apparatus, labor or
services as have been fully and completely paid for.
Except as set forth in the aforesaid Commitment, there are no recorded or
unrecorded mortgages, improvement loans, chattel mortgages, conditional bills of
sale, contracts of sale, (except that in connection with which this affidavit is
given), written leases, retention agreements, security agreements, agreements
not to sell or encumber, financing statements or personal property leases which
affect the Premises to which the Owner is a party or which affect any fixtures,
appliances, or equipment now installed in or on the Premises to which the Owner
is a party.
That The Corner Associates, a Virginia limited partnership, is the Lessee
under the ground lease and the undersigned as Lessor has made no assignment of
the ground lease and, to the best of the undersigned's knowledge, no assignment
of the ground lease has been made by the Lessee.
That the conveyance of the property described on Exhibit A attached hereto
does not constitute the disposal of all or substantially all of the assets of
the Partnership.
That the Owner is not a foreign person, foreign trust or other foreign
entity as those terms are defined in or contemplated by Section 1445 of the
Internal Revenue Code of 1986, as amended, and regulations promulgated pursuant
thereto.
That the federal taxpayer identification number of the Owner is 04-2841746.
The address of the principal place of business of the Owner is 265 Franklin
Street, Boston, Massachusetts.
Paine Webber Qualified Plan Property Fund Four, L.P., a Delaware limited
partnership.
By: Fourth Qualified Properties, Inc.
its General Partner
By: /s/ Lawrence A. Cohen
Name: Lawrence A. Cohen
Title: President and CEO
Subscribed and sworn to before me this 20th day of November, 1995.
/s/ Elisa A. Bell
Notary Public
Elisa A. Bell
Print Name of Notary
NOTARY PUBLIC, STATE OF NEW YORK
No. 03-4818330
Qualified in Bronx County
My Commission Expires: 6/30/96
Exhibit 3
SPECIAL WARRANTY DEED
(The Seven Corners Shopping Center, Fairfax County, Virginia)
THIS SPECIAL WARRANTY DEED, (this `Deed'') is made as of ,
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1994, by PAINE WEBBER QUALIFIED PLAN PROPERTY FUND FOUR, LP, a Delaware Limited
Partnership, (`Grantor''), to and in favor THE CORNER ASSOCIATES, A LIMITED
PARTNERSHIP, a Virginia limited partnership (also know of record as The Corner
Associates, a Virginia limited partnership) (`Grantee'').
W I T N E S S E T H:
THAT, in consideration of the sum of One Dollar ($1.00) cash in hand paid,
and other good and valuable consideration, the receipt, adequacy and sufficiency
of which are hereby acknowledged by the Grantor, Grantor by these presents does
hereby grant, bargain, sell and convey unto grantee to have and to hold in fee
simple, that certain parcel of real property lying and being situate in Fairfax
County, Virginia (the `Property''), as the same is legally and particularly
described in Exhibit A Property conveyed hereby includes without limitation all
improvements and fixtures located on, under or above the Property.
TOGETHER WITH all of the ways, easements, rights, covenants, benefits,
rights-of-ways, agreements, privileges, and appurtenances to the same belonging,
enjoyed by, or in any way benefiting or appertaining; all rights of Grantor in
and to any and all adjoining public and private streets, roadways, and rights of
way, and any privately owned water and sewer lines serving the Property; and all
the estate, right, title, interest and claim, either at law or in equity, or
otherwise however, of Grantor of, in, to or out of the Property.
SUBJECT to all easements, rights-of-way, liens, covenants, restrictions or
other matters of record as of the day of this conveyance that by their terms
affect the Property, Grantor covenants that it will warrant specially unto
Grantee the Property hereby conveyed, and that Grantor will execute such further
assurances of the Property hereby conveyed as may be necessary or appropriate.
Grantor and Grantee hereby acknowledge and agree that the conveyance of the
Property to Grantee pursuant to this Deed is intended to constitute a merger of
Grantee's interests as Lessee and Lessor under that certain Ground Lease, dated
January 9, 1985 between Grantor and Grantee, as amended to date (the `Ground
Lease'), and that from and after the date hereof, the Ground Lease, together
with that certain Notice of Ground Lease, dated January 9, 1985 and recorded
among the Land Records of Fairfax County, Virginia in Deed Book 6081 at page
1279, as amended to date (the `Notice of Ground Lease''), shall be extinguished
and of no further force or effect.
To facilitate execution, this Deed may be executed in as many counterparts
as may be required; and it shall not be necessary that the signature of each
party, or that the signatures of all persons required to bind any party, appear
on each counterpart; but it shall be sufficient that the signature of each
party, or that the signatures of the persons required to bind any party, appear
on one or more of such counterparts. All counterparts shall collectively
constitute a single agreement.
(signatures begin on the following page)
IN WITNESS WHEREOF, GRANTOR has caused this Deed to be executed and
delivered by its authorized representative under seal as its free act and deed
for the uses and purposes herein contained as of the date and year first-above
written.
GRANTOR:
WITNESS: PAINE WEBBER QUALIFIED PLAN
PROPERTY FUND FOUR L.P., a Delaware limited
partnership
/S/ Maria Suarez
By: Fourth Qualified Properties, Inc., a
Delaware corporation, General Partner
By: /s/ Lawrence A. Cohen
Name: Lawrence A. Cohen
Title: President and CEO
Grantee has executed this Deed for the purpose of acknowledging and
consenting to the extinguishment of the Ground Lease and the Notice of Ground
Lease in conformity with the provisions of the Deed.
GRANTOR:
THE CORNER ASSOCIATES, A LIMITED
PARTNERSHIP,
A Virginia Limited Partnership
By: Corner GP, Inc.,
A Washington Corporation,
General Partner
By; (SEAL)
Name:
Title:
List of Exhibits
Exhibit A - Legal Description of Property
STATE OF NEW YORK)
):SS
COUNTY OF BRONX )
Before me, a Notary Public in and for the jurisdiction aforesaid,
personally appeared this date November 20, 1995, personally well known (or
satisfactorily proven) to me to be the person whose name is subscribed to the
foregoing and annexed Instrument, who, being by me first duly sworn, did depose
and state that he is the President and CEO of Fourth Qualified Properties, Inc.,
a Delaware corporation and the general partner of PaineWebber Qualified Plan
Property Fund Four, LP, a Delaware limited partnership, which entity is a party
to the foregoing and annexed Instrument, and that he, being duly authorized so
to do, executed said Instrument on behalf of said entity as its free act and
deed for the uses and purposes therein contained.
WITNESS my hand and official seal this 20th day of November, 1995.
/s/ Elisa A. Bell
NOTARY PUBLIC, STATE OF NEW YORK
Elisa A. Bell
Print Name
My Commission Expires: 6/30/96
STATE OF )
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):SS
COUNTY OF )
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Before me, a Notary Public in and for the jurisdiction aforesaid,
personally appeared this date , personally well known (or
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satisfactorily proven) to me to be the person whose name is subscribed to the
foregoing and annexed instrument, who, being by me first duly sworn, did depose
and state that he is the of Corner GP, Inc., a Washington
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corporation and the general partner of The Corner Associates, a limited
partnership, which entity is a party to the foregoing and annexed Instrument,
and that he, being duly authorized so to do, executed said Instrument on behalf
of said entity as its free act and deed for the uses and purposes therein
contained.
WITNESS my hand and official seal this th day of , 1995.
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/s/
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NOTARY PUBLIC
Print Name
My Commission Expires:
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EXHIBIT ``A''
Beginning at a point in the northeast line of Arlington Boulevard, Route 50, as
widened, said point making the southwest corner of now or formerly The Village
of Falls Church; thence continuing with the northeast line of Arlington
Boulevard, Route 50, as widened, N. 63 degrees 00'18'W., 834.28 feet to a
point; thence N. 63 degrees 29' 19'W., 54.66 feet to a point; thence 65.66 feet
with the arc of a curve bearing to the left and having a radius of 2,010.08 feet
(tangent length 32.83 feet, chord length 65.66 feet, chord bearing N. 63 degrees
59'40'W.) to a point marking the intersection of the northeast line of
Arlington Boulevard, Route 50, as widened with the southeast line of Wilson
Boulevard, Route 613, as widened the following courses and distances. 80.04
feet with the arc of a curve bearing to the right and having a radius of 47.50
feet (tangent length 53.27 feet, chord length 70.90 feet, chord bearing N. 17
degrees 37'39'E) to the point of tangency of said curve; thence N. 65 degrees
54'12'E., 150.82 feet to a point; thence N. 62 degrees 33.03''E., 400.24 feet
to a point in the southwest line of now or formerly The Village of Falls Church;
thence departing the southeast line of Wilson Boulevard, Route 813, as widened,
and continuing with the southwest line of now or formerly The Village of Falls
Church, S. 31 degrees 08' 48'E., 508.34 feet to a point; thence S. 13 degrees
24' 56''E., 319,18 feet to the point of beginning and containing 281,609 square
feet or 6.4648 acres, more or less.
CERTIFICATE OF SATISFACTION
Place of Record: Clerk's Office of the Circuit Court of Fairfax County,
Virginia
January 9, 1985 $6,188,000.00 6081/6081/6249 1295/1344/1015
Date of Note/ Face amount Deed Book Page
Deed of Trust Secured
The Corner Associates, A Virginia limited partnership
Name(s) of Guarantor(s)/Maker(s)
Kathryn Bucher
Name(s) of Trustee(s)
The undersigned, holder of the above mentioned note secured by the above-
mentioned deed of trust to be produced before the clerk, do hereby certify that
the same has been paid in full and the lien therein created and retained is
hereby released. The undersigned further certifies that, when the note was
satisfied, the holder of the note was entitled and authorized to receive the
same and that the note has been either canceled and delivered to the person by
whom it was paid, or has been lost or destroyed and cannot be produced as
required by 55-63.3 of the Code of Virginia, as amended.
Given under our hand this 20th date of November, 1995.
PAINE WEBBER QUALIFIED PLAN
PROPERTY FUND FOUR, L.P.,
A Delaware Limited Partnership
By: Fourth Qualified Properties
Inc., A Delaware Corporation,
General Partner
By: /s/ Lawrence A. Cohen
Name: Lawrence A. Cohen
Title: President and CEO
COMMONWEALTH OF MASSACHUSETTS
COUNTY/CITY OF SUFFOLK, to wit:
Subscribed, sworn to and acknowledged before me by on behalf of
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Paine Webber Qualified Plan Property Fund Four, L.P., this day of November
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1995
My Commission expires:
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Notary Public