UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period _____ to _____
Commission file number: 0-10223
HUTTON/CONAM REALTY INVESTORS 81
Exact name of Registrant as specified in its charter
California 13-3069026
State or other jurisdiction of
incorporation or organization I.R.S. Employer Identification No.
Attention: Andre Anderson
3 World Financial Center, 29th Floor, New York, New York 10285
Address of principal executive offices zip code
Registrant's telephone number, including area code: (212) 526-3237
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
Title of Class
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)
Documents Incorporated by Reference:
Portions of Prospectus of the Registrant dated June 24, 1981 (included in
Amendment No. 2 to Registrant's Registration Statement No. 2-70331, filed June
24, 1981 and in Amendment No. 1 to Registrant's Registration Statement No.
2-73558, filed August 20, 1981) are incorporated by reference into Part III of
this report.
Portions of Parts I, II, III and IV are incorporated by reference to the
Partnership's Annual Report to Unitholders for the year ended December 31,
1995.
PART I
Item 1. Business
General Development of Business
Hutton/ConAm Realty Investors 81 (the "Registrant" or the "Partnership") is a
California limited partnership formed on April 30, 1981, of which RI 81 Real
Estate Services Inc. ("RI 81 Services", formerly Hutton Real Estate Services
III, Inc.) a Delaware corporation, and ConAm Property Services, Ltd., a
California limited partnership ("ConAm Services"), are the general partners
(together, the "General Partners").
Commencing June 24, 1981, the Registrant began offering through E.F. Hutton &
Company Inc., an affiliate of the Registrant ("Hutton"), up to a maximum of
55,000 units of limited partnership interest (the "Units") at $500 per Unit.
Investors who purchased the Units (the "Limited Partners") are not required to
make any additional capital contributions. The Units were registered under the
Securities Act of 1933, as amended (the "Act"), under Registration Statement
No. 2-70331, which Registration Statement was declared effective on June 24,
1981. On August 6, 1981, the Registrant filed under the Act its Registration
Statement No. 2-73558 covering an additional 25,000 Units. The offering of
Units was terminated on October 1, 1981. Upon termination of the offering, the
Registrant had accepted subscriptions for 78,290 Units, including 200 Units
purchased by the General Partners for an aggregate of $39,145,000. All unsold
Units, aggregating $855,000, were de-registered pursuant to Post-Effective
Amendment No. 1 to Registrant's Registration Statement No. 2-73558, filed
November 5, 1981.
Narrative Description of Business
The Registrant is engaged in the business of acquiring, operating and holding
for investment multi-family residential properties, which by virtue of their
location and design and the nature of the local real estate market have
potential for capital appreciation and generation of current income. All of
the proceeds available for investment in real estate were invested in two joint
ventures and three limited partnerships, each owning a single property. Funds
held as a working capital reserve are invested in unaffiliated money market
funds or other highly liquid short-term investments where there is appropriate
safety of principal in accordance with the Registrant's investment objectives
and policies.
The Registrant's principal investment objectives with respect to its interests
in real property are:
(1) capital appreciation;
(2) distributions of net cash from operations attributable to rental
income; and
(3) preservation and protection of capital.
Distributions of net cash from operations will be the Registrant's objective
during its operational phase, while preservation and appreciation of capital
continues to be the Registrant's longer term objectives. The attainment of the
Registrant's objectives will depend on many factors, including future economic
conditions in the United States as a whole and, in particular, in the
localities in which the Registrant's properties are located, especially with
regard to achievement of capital appreciation.
From time to time the Registrant expects to sell its real property interests
taking into consideration such factors as the amount of appreciation in value,
if any, to be realized and the possible risks of continued ownership. In
consideration of these factors and improving market conditions, the General
Partners have commenced marketing certain of the properties for sale. No
property will be sold, financed or refinanced by the Registrant without the
agreement of both General Partners. Proceeds from any future sale, financing
or refinancing of properties will not be reinvested and may be distributed to
the General Partners and Limited Partners (sometimes referred to together
herein as the "Partners"), so that the Registrant will, in effect, be
self-liquidating. If deemed necessary, the Registrant may retain a portion of
the proceeds from any sale, financing or refinancing as capital reserves. As
partial payment for properties sold, the Registrant may receive purchase money
obligations secured by mortgages or deeds of trust. In such cases, the amount
of such obligations will not be included in Net Proceeds From Sale or
Refinancing (distributable to the Partners) until and only to the extent the
obligations are realized in cash, sold or otherwise liquidated.
Originally, the Registrant acquired five residential apartment complexes
(collectively, the "Properties") either directly or through investments in
joint ventures. Two of these, Cedar Bay Village and Kingston Village, were
sold on July 20, 1995. As of December 31, 1995, the Registrant had interests
in the Properties as follows: (1) Las Colinas Apartments I and II, a 300-unit
apartment complex located in Scottsdale, Arizona; (2) Ridge Park Apartments, a
100-unit apartment complex located in Tulsa, Oklahoma; and (3) Tierra Catalina,
a 120-unit apartment complex located in Tucson, Arizona. For further
information on each of the Properties, see Item 2 of this report, and Note 4 to
the Consolidated Financial Statements incorporated herein by reference to the
Partnership's Annual Report to Unitholders for the year ended December 31,
1995, which is included as an exhibit under Item 14. Reference is made to Item
7 of this report for a more detailed discussion of the Cedar Bay Village and
Kingston Village sales.
Competition
The Registrant's real property investments are subject to competition from
similar types of properties in the vicinities in which they are located and
such competition has increased since the Registrant's investment in the
Properties due principally to the addition of newly constructed apartment
complexes offering increased residential and recreational amenities. The
Properties have also been subject to competition from condominiums and
single-family properties, especially during periods of low mortgage interest
rates. The Registrant competes with other real estate owners and developers in
the rental and leasing of its Properties by offering competitive rental rates
and, if necessary, leasing incentives. Such competition may affect the
occupancy levels and revenues of the Properties. The occupancy levels at the
Properties in Arizona reflect some seasonality, which is also reflected in the
markets. In some cases, the Registrant may compete with other partnerships
affiliated with either General Partner of the Registrant.
For a discussion of current market conditions in each of the areas where the
Partnership's Properties are located, see Item 2 below.
Employees
The Registrant has no employees. General services are performed by RI 81
Services, ConAm Services, ConAm Management Corporation ("ConAm Management"), an
affiliate of ConAm Services, as well as Service Data Corporation and First Data
Investor Services Group, both unaffiliated companies. The Registrant has
entered into management agreements pursuant to which ConAm Management provides
management services with respect to the Properties. First Data Investor
Services Group has been retained by the Registrant to provide all accounting
and investor communication functions, while Service Data Corporation provides
transfer agent services. See Item 13 for a further description of the service
and management agreements between the Registrant and affiliated entities.
Item 2. Properties
Below is a description of the Properties and a discussion of current market
conditions in each of the areas where the Properties are located. For
information on the purchase of the Properties, reference is made to Note 4 to
the Consolidated Financial Statements in the Partnership's Annual Report to
Unitholders for the year ended December 31, 1995, which is filed as an exhibit
under Item 14. Average occupancy rates and appraised values of the
Partnership's real estate investments are incorporated by reference to the
Partnership's Annual Report to Unitholders, which is included as an exhibit
under Item 14.
Las Colinas I & II - Scottsdale, Arizona
This 300-unit apartment community is located in a suburban setting
approximately eight miles northwest of downtown Phoenix. The Scottsdale
apartment market evidenced strong competition during 1995, reflecting
increasing construction in the area and notable competition from condominiums
and single family houses as affordable prices and low mortgage rates entice
renters to buy. Average vacancy in the Scottsdale submarket increased from
4.6% as of June 30, 1994 to 5.6% at June 30, 1995, reflecting the addition of
recently completed units in the area. Following a two year lull, construction
of new units picked up pace beginning in 1993 with 1,058 units opened in 1993,
1,533 units opened in 1994 and 2,240 new units within the submarket either
under construction or permitted as of June 30, 1995. While the area's strong
population and job growth are likely to absorb this new supply, competition for
tenants is expected to remain strong, affecting area occupancies and limiting
rental rate increases in the coming year.
Ridge Park - Tulsa, Oklahoma
This 100-unit complex is situated in South Tulsa, approximately eight miles
from downtown Tulsa. The Tulsa apartment market is one of the strongest in all
of Tulsa's real estate sectors. As of September 30, 1995, occupancy rates rose
to 94% compared to 92% at September 30, 1994. The South Zone submarket, where
Ridge Park is located, paralleled the 94% occupancy level seen in the overall
Tulsa market. Construction of 288 new units in the South Zone submarket was
completed during 1995, with another 588 units either announced or under
construction. With demand expected to increase over the next year, the
addition of newly constructed units is expected to have minimal impact on the
market. Tulsa rental rates are at their highest level, per square foot, in
more than five years. Rental rates as of September 30, 1995 for the South Zone
submarket were slightly higher than the level recorded in the overall Tulsa
market. Given favorable market conditions, particularly in the Tulsa,
Oklahoma area, the General Partners intend to begin marketing Ridge Park
Apartments for sale. There can be no assurances that a sale will be completed
or that any particular price for the property can be obtained.
Tierra Catalina - Tucson, Arizona
This 120-unit apartment community is situated in the "foothills" section of
northeast Tucson. Tierra Catalina competes with a number of apartment
complexes and condominium developments within the Tucson area. Tucson's
economy began to weaken as population and job growth slowed during 1995.
Despite the economic slowdown, construction of multifamily properties has
increased significantly. As of the third quarter of 1995, 1,123 units were
under construction in the Catalina Foothills submarket with an additional 656
units not yet begun. These units are being added to the 7,226 completed units
in the market. There are an additional seven projects planned for the Catalina
Foothills market although all of these projects may not proceed to
constructions. In addition, the multifamily market has been unfavorably
impacted by a decline in interest rates which has made home ownership a viable
alternative for renters. As a result, vacancy rates are beginning to rise and
increases in rental rates are moderating. A local survey of metropolitan
Tucson conducted in the fourth quarter of fiscal 1995 showed an average
occupancy rate of 92% among multifamily properties with five or more units,
down from 96% at the same period in 1994.
All of the Partnership's properties, except Las Colinas II, are encumbered by
mortgage loans. See Note 5 to the Consolidated Financial Statements for a
description of such mortgage financing.
Item 3. Legal Proceedings
An offer dated August 3, 1995, was sent by Everest Investors, LLC and W. Robert
Kohorst (collectively, "Everest") to limited partners of the Partnership to
purchase up to 4.9% of their limited partnership interests for $70 per unit
less any distributions paid prior to the expiration of the offer on September
8, 1995.
On August 16, 1995, the General Partners of the Partnership sent a letter to
limited partners recommending against the offer because the price was
inadequate especially in view of the Net Asset Value of the units and the
capital return that was to be made from the July 20, 1995 sale of two of its
properties.
On August 29, 1995, the Partnership filed a complaint with the United States
District Court, Central District of California (the "Court") that Everest's
solicitation letter constituted a tender offer which violated Section 14(e) of
the Securities Exchange Act of 1934, which prohibits false or misleading
statements of material fact in connection with any tender offer.
Additionally, the Partnership requested a Temporary Restraining Order against
Everest until Everest issues a disclosure that complies with Section 14(e) of
the Securities Exchange Act of 1934 and offers rescission to any limited
partners that have tendered their limited partnership interests.
On August 31, 1995, the Court dismissed the Partnership's request for a
Temporary Restraining Order. As a result, the Partnership dropped its
complaint.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of the year ended December 31, 1995, no matter was
submitted to a vote of security holders through the solicitation of proxies or
otherwise.
PART II
Item 5. Market for the Registrant's Limited Partnership Units and Related
Security Holder Matters
As of December 31, 1995, the number of Unitholders of record was 3,635.
No established public trading market exists for the Units and it is not
anticipated that a market will develop in the future.
Distributions of Net Cash Flow From Operations, when made, are paid on a
quarterly basis, with distributions generally occurring approximately 45 days
after the end of each quarter. Such distributions have been made primarily
from net operating income with respect to the Registrant's investment in the
Properties and from interest on short-term investments, and partially from
excess cash reserves. Information on cash distributions paid by the
Partnership for the past two years is incorporated by reference to the
Partnership's Annual Report to Unitholders for the year ended December 31,
1995, which is filed as an exhibit under Item 14. The level of future
distributions will be evaluated on a quarterly basis and will depend on the
Partnership's operating results and future cash needs. Reference is made to
Item 7 for a discussion of the General Partners' expectations for future cash
distributions.
Item 6. Selected Financial Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended December 31, 1995, which is filed as an exhibit under Item 14.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
At December 31, 1995, the Partnership had cash and cash equivalents of
$1,499,119, which were invested in unaffiliated money market funds. The
Partnership also maintains a restricted cash balance, which totaled $394,147 at
December 31, 1995, composed of escrows required by the lender for property
improvements, real estate taxes, and insurance. Pursuant to the terms of the
loans, as costs are incurred for property improvements or when real estate
taxes and insurance are due, reimbursements are made from the escrow accounts
maintained by the lender to the Partnership. The decrease in restricted cash
from 1994 to 1995 is attributable to the sale of Cedar Bay Village and Kingston
Village on July 20, 1995. The General Partners expect sufficient cash to be
generated from operations to meet its current operating expenses.
On July 20, 1995, Kingston Village and Cedar Bay Village were sold for
$5,370,000 and $1,410,000, respectively, to an institutional buyer, which is
unaffiliated with the Partnership. The Partnership received net proceeds of
$6,555,332 from the transaction of which $3,541,400, representing outstanding
principal and interest, was used to fully satisfy the Partnership's mortgage
obligations on the Properties. On August 17, 1995, the Partnership paid a
special cash distribution of $3,170,745, or $40.50 per Unit, to the limited
partners. The special distribution was comprised of the net proceeds from the
sale of the properties and Partnership cash reserves. The sales account for
the reductions in investments in real estate, mortgages payable and security
deposits from December 31, 1994 to December 31, 1995.
During 1995, the Partnership paid cash distributions totaling $48.50 per Unit,
including the 1995 fourth quarter distribution of $2.00 per Unit, which was
paid to limited partners on February 7, 1996. Future distributions, if any,
will be determined on a quarterly basis and will be based on cash flow
generated by the Partnership.
During the remainder of 1996, the General Partners intend to implement an
extensive improvement program at Tierra Catalina and Las Colinas I and II to
upgrade the properties. This program is intended to maintain the properties'
position within their respective markets, which are growing increasingly
competitive with the addition of new apartment properties. This is
particularly true in the Tucson and Scottsdale markets where Tierra Catalina
and Las Colinas I and II, respectively, are located. It is also hoped that
these improvements will allow for greater increases in rental rates, thereby
improving each properties' revenue and value and making them better positioned
for eventual sale. It is possible that cash from reserves may be required to
fund a portion of distributions during 1996 as a result of the capital
expenditures required.
Given favorable market conditions, particularly in the Tulsa, Oklahoma area,
the General Partners intend to begin marketing Ridge Park Apartments for sale.
There can be no assurances that a sale will be completed or that any particular
price for the property can be obtained.
On March 15, 1996, based upon, among other things, the advice of Partnership
counsel, Skadden, Arps, Slate, Meagher & Flom, the General Partners adopted a
resolution that states, among other things, if a Change of Control (as defined
below) occurs, the General Partners may distribute the Partnership's cash
balances not required for its ordinary course day-to-day operations. "Change
of Control" means any purchase or offer to purchase more than 10% of the Units
that is not approved in advance by the General Partners. In determining the
amount of the distribution, the General Partners may take into account all
material factors. In addition, the Partnership will not be obligated to make
any distribution to any partner and no partner will be entitled to receive any
distribution until the General Partners have declared the distribution and
established a record date and distribution date for the distribution. The
Partnership filed a Form 8-K disclosing this resolution on March 21, 1996.
Results of Operations
1995 versus 1994
Partnership operations for the year ended December 31, 1995 resulted in net
income of $1,141,669, compared with a net loss of $252,627 in 1994. The change
from net loss in 1994 to net income in 1995 is primarily due to the gain on the
sale of Cedar Bay Village and Kingston Village, partially offset by the
resulting decrease in rental income. Excluding the gain recognized on the sale
of the properties, the loss from operations in 1995 increased from 1994 as a
result of the sale, higher repairs and maintenance expenses and legal expenses
associated with the offer for the limited partnership units.
Rental income for the year ended December 31, 1995, was $4,313,044 compared
with $4,702,059 for 1994. The decrease reflects the sale of Cedar Bay Village
and Kingston Village in July 1995, partially offset by increases in rental
income at the three remaining properties, particularly Las Colinas, due to
increased rental rates. Interest income totaled $102,535 in 1995 compared with
$58,009 in 1994. The increase was due to the Partnership's increased cash
balance and higher interest rates in 1995.
Total expenses for the year ended December 31, 1995 were $4,759,031 compared
with $5,012,695 for 1994. Property operating expenses decreased from
$2,301,465 in 1994 to $2,261,179 in 1995, reflecting decreases in operating
expenses at Cedar Bay Village and Kingston Village due to their sales, offset
by higher repairs and maintenance expenses at Tierra Catalina and Las Colinas.
Interest expense and depreciation and amortization also decreased from 1994 to
1995 due to the sales of Cedar Bay Village and Kingston Village. General and
administrative expenses increased from 1994 to 1995 reflecting legal expenses
due to the Partnership's response to the offer for the limited partnership
units in the third quarter of 1995. (See Item 3)
1994 versus 1993
Partnership operations for the year ended December 31, 1994 resulted in a net
loss of $252,627, compared with a net loss of $617,882 in 1993. The lower net
loss in 1994 is primarily attributable to an increase in rental income and a
reduction in operating expenses.
Rental income for the year ended December 31, 1994, was $4,702,059 compared
with $4,444,950 for 1993. The increase in 1994 reflects higher rental income
at all the Partnership's properties, particularly at the Las Colinas property,
due primarily to rental rate increases implemented over the year. Interest
income totaled $58,009 in 1994 compared with $39,735 in 1993. The increase was
due to the Partnership's increased cash balance and higher interest rates in
1994.
Total expenses for the year ended December 31, 1994 were $5,012,695, compared
with $5,102,567 for 1993. Property operating expenses decreased from
$2,376,972 in 1993 to $2,301,465 in 1994, reflecting lower repairs and
maintenance expense at the Cedar Bay and Kingston Village properties. All
other expense components remained in line with 1993 levels.
The average occupancy levels at each of the Properties for the years ended
December 31, 1995, 1994 and 1993 were as follows:
Twelve Months Ended December 31,
Property 1995 1994 1993
Las Colinas I & II 93% 96% 96%
Tierra Catalina 93% 96% 96%
Ridge Park 95% 96% 96%
Item 8. Financial Statements and Supplementary Data
The Financial Statements are Incorporated by reference to the Partnership's
Annual Report to Unitholders for the year ended December 31, 1995, which is
filed as an exhibit under Item 14. Supplementary Data is incorporated by
reference to pages F-1 to F-4 of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Registrant has no officers or directors. RI 81 Services and ConAm
Services, the co-General Partners of the Registrant, jointly manage and control
the affairs of the Registrant and have general responsibility and authority in
all matters affecting its business.
RI 81 Services
RI 81 Services (formerly Hutton Real Estate Services III, Inc.) is a Delaware
corporation formed on October 30, 1980, an affiliate of Lehman Brothers Inc.
See the section captioned "Certain Matters Involving Affiliates of RI 81
Services" below for a description of the Hutton Group's acquisition by Shearson
Lehman Brothers, Inc. ("Shearson") and the subsequent sale of certain of
Shearson's domestic retail brokerage and asset management businesses to Smith
Barney, Harris Upham & Co. Incorporated ("Smith Barney"), which was followed by
a change in the general partner's name.
Certain officers and directors of RI 81 Services are now serving (or in the
past have served) as officers or directors of entities which act as general
partners of a number of real estate limited partnerships which have sought
protection under the provisions of the Federal Bankruptcy Code. The
partnerships which have filed bankruptcy petitions own real estate which has
been adversely affected by the economic conditions in the markets in which the
real estate is located and, consequently, the partnerships sought the
protection of the bankruptcy laws to protect the partnerships' assets from loss
through foreclosure.
The names and positions held by the directors and executive officers of RI 81
Services are set forth below. There are no family relationships between any
executive officers or directors.
Name Office
Paul L. Abbott Director, President, Chief Financial
Officer and Chief Executive Officer
Donald E. Petrow Vice President
Kate D. Hobson Vice President
Paul L. Abbott, 50, is a Managing Director of Lehman Brothers. Mr. Abbott
joined Lehman Brothers in August 1988, and is responsible for investment
management of residential, commercial and retail real estate. Prior to joining
Lehman Brothers, Mr. Abbott was a real estate consultant and a senior officer
of a privately held company specializing in the syndication of private real
estate limited partnerships. From 1974 through 1983, Mr. Abbott was an officer
of two life insurance companies and a director of an insurance agency
subsidiary. Mr. Abbott received his formal education in the undergraduate and
graduate schools of Washington University in St. Louis.
Donald E. Petrow, 39, is a First Vice President of Lehman Brothers Inc. Since
March 1989, he has been responsible for the investment management and
restructuring of various investment portfolios, including but not limited to,
federal insured mortgages, tax exempt bonds, multifamily and commercial real
estate. From November 1981 to February 1989, Mr. Petrow, as Vice President of
Lehman, was involved in investment banking activities relating to partnership
finance and acquisitions. Prior to joining Lehman, Mr. Petrow was employed in
accounting and equipment leasing firms. Mr. Petrow holds a B.S. Degree in
accounting from Saint Peters College and an M.B.A in Finance from Pace
University.
Kate D. Hobson, 29, is an Assistant Vice President of Lehman Brothers and has
been a member of the Diversified Asset Group since 1992. Prior to joining
Lehman Brothers, Ms. Hobson was associated with Cushman & Wakefield serving as
a real estate accountant from 1990 to 1992. Prior to that, Ms. Hobson was
employed by Cambridge Systematics, Inc. as a junior land planner. Ms. Hobson
received a B.A. degree in sociology from Boston University in 1988.
ConAm Services
ConAm Services is a California limited partnership organized on December 11,
1980. The sole general partner of ConAm Services is Continental American
Development, Inc. ("ConAm Development"). The names and positions held by the
directors and executive officers of ConAm Development are set forth below.
There are no family relationships between any executive officers or directors.
Name Office
Daniel J. Epstein President and Director
E. Scott Dupree Vice President/Director
Robert J. Svatos Vice President/Director
Ralph W. Tilley Vice President
J. Bradley Forrester Vice President
Daniel J. Epstein, 56, has been the President and a Director of ConAm
Development and ConAm Management (or its predecessor firm) and a general
partner of Continental American Properties, Ltd. ("ConAm"), an affiliate of
ConAm Services, since their inception. Prior to that time Mr. Epstein was Vice
President and a Director of American Housing Guild, which he joined in 1969.
At American Housing Guild, he was responsible for the formation of the
Multi-Family Division and directed its development and property management
activities. Mr. Epstein holds a Bachelor of Science degree in Engineering from
the University of Southern California.
E. Scott Dupree, 45, is a Vice President and general counsel of ConAm
Management responsible for negotiation, documentation, review and closing of
acquisition, sale and financing proposals. Mr. Dupree also acts as principal
legal advisor on general legal matters ranging from issues and contracts
involving the management company to supervision of litigation and employment
issues. Prior to joining ConAm Management in 1985, he was corporate counsel to
Trusthouse Forte, Inc., a major international hotel and restaurant corporation.
Mr. Dupree holds a B.A. from United States International University and a Juris
Doctorate degree from the University of San Diego.
Robert J. Svatos, 37, is a Vice President and Chief Financial Officer of ConAm
Management, and has been with the company since 1988. His responsibilities
include the accounting, treasury and data processing functions of the
organization. Mr. Svatos is part of the firm's due diligence team, analyzing a
broad range of projects for ConAm Management's fee client base. Prior to
joining ConAm Management, he was the Chief Financial Officer for AmeriStar
Financial Corporation, a nationwide mortgage banking firm. Mr. Svatos holds an
M.B.A. in Finance from the University of San Diego and a Bachelor's of Science
degree in Accounting from the University of Illinois. Mr. Svatos is a
Certified Public Accountant.
Ralph W. Tilley, 41, is a Vice President and Treasurer of ConAm Management. He
is responsible for the financial aspects of syndications and acquisitions, the
company's asset management portfolio and risk management activities. Prior to
joining ConAm Management in 1980, he was a senior accountant with KPMG Peat
Marwick, specializing in real estate. He holds a Bachelor's of Science degree
in Accounting from San Diego State University and is a Certified Public
Accountant.
J. Bradley Forrester, 38, currently serves as a Senior Vice President of ConAm
Management Corporation. He is responsible for property acquisition and
disposition on a nationwide basis. Additionally, he is involved with the
company's real estate development activities. Prior to joining ConAm, Mr.
Forrester served as Senior Vice President - Commercial Real Estate for First
Nationwide Bank in San Francisco, where he was responsible for a $2 billion
problem asset portfolio including bank-owned real estate and non-performing
commercial real estate loans. His past experience includes significant
involvement in real estate development and finance, property acquisitions and
dispositions and owner's representation matters. Prior to entering the real
estate profession, he worked for KPMG Peat Marwick in Dallas, Texas. Mr.
Forrester holds a Bachelor of Science degree in Accounting from Louisiana State
University. He received his CPA certification in the State of Texas.
Certain Matters Involving Affiliates of RI 81 Services
On July 31, 1993, Shearson sold certain of its domestic retail brokerage and
asset management businesses to Smith Barney, Harris Upham and Co. Incorporated.
Subsequent to the sale, Shearson changed its name to "Lehman Brothers Inc."
The transaction did not affect the ownership of the Partnership's General
Partners. However, the assets acquired by Smith Barney included the name
"Hutton." Consequently, the Hutton Real Estate Services III, Inc. general
partner changed its name to "RI 81 Real Estate Services Inc.," and the Hutton
Group changed its name to "LB I Group Inc." to delete any reference to
"Hutton."
Item 11. Executive Compensation
Neither of the General Partners nor any of their directors or executive
officers received any compensation from the Registrant. See Item 13 of this
report for a description of certain transactions of the General Partners or
their affiliates with the Registrant.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of December 31, 1995, no person was known by the Registrant to be the
beneficial owner of more than five percent of the Units of the Registrant. The
General Partners own 200 Units (134 owned by RI 81 Services and 66 owned by
ConAm Services), as required by the terms of the offering described in the
Prospectus of Registrant dated June 24, 1981 (the "Prospectus"), contained in
Amendment No. 2 to Registrant's Registration Statement No. 2-70331, filed June
24, 1981 and in Amendment No. 1 to Registrant's Registration Statement, No.
2-73558, filed August 20, 1981.
Daniel J. Epstein, President and Director of ConAm Services, owned twenty Units
as of December 31, 1995. No other directors or executive officers of the
General Partners own any Units.
Item 13. Certain Relationships and Related Transactions
RI 81 Services and ConAm Services each received $60,694.50 as its allocable
share of Net Cash from Operations with respect to the year ended December 31,
1995, pursuant to the Amended and Restated Certificate and Agreement of Limited
Partnership of the Registrant. Pursuant to the Amended and Restated
Certificate and Agreement of Limited Partnership of the Registrant, for the
year ended December 31, 1995, $1,250,091 of Registrant's net income was
allocated to the General Partners ($624,474 to RI 81 Services and $625,617 to
ConAm Services). For a description of the share of net cash from operations
and the allocation of income and loss to which the General Partners are
entitled, reference is made to the material contained on pages 72-74 of the
Prospectus, under the section captioned "Profit and Losses and Cash
Distributions," which section is incorporated herein by reference thereto.
The Registrant has entered into property management agreements with ConAm
Management pursuant to which ConAm Management has assumed direct responsibility
for day-to-day management of the Properties. It is the responsibility of ConAm
Management to select resident managers and monitor their performance. ConAm
Management's services also include the supervision of leasing, rent collection,
maintenance, budgeting, employment of personnel, payment of operating expenses
and related services. For such services, ConAm Management is entitled to
receive a management fee as described under the sections captioned "Investment
Objectives and Policies--Management of Properties" on pages 32 through 33 of
the Prospectus, which section is incorporated herein by reference thereto. A
summary of property management fees earned by ConAm Management during the past
three years is incorporated by reference to Note 6 to the Consolidated
Financial Statements, incorporated herein by reference to the Partnership's
Annual Report to Unitholders for the year ended December 31, 1995, which is
filed as an exhibit under item 14.
Pursuant to Section 12(g) of the Registrant's Amended and Restated Certificate
and Agreement of Limited Partnership, the General Partners and their affiliates
may be reimbursed by the Registrant for certain of their costs as described on
page 16 of the Prospectus, which description is incorporated herein by
reference. First Data Investor Services Group provides partnership accounting
and investor relations services for the Registrant. Prior to May 1993, these
services were provided by an affiliate of a general partner. The Registrant's
transfer agent and certain tax reporting services are provided by Service Data
Corporation. Both First Data Investor Services Group and Service Data
Corporation are unaffiliated companies. A summary of amounts paid to the
General Partners or their affiliates during the past three years is
incorporated by reference to Note 6 to the Consolidated Financial Statements,
included in the Partnership's Annual Report to Unitholders for the fiscal year
ended December 31, 1995, which is filed as an exhibit under Item 14.
PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
Page
(a) (1) Financial Statements:
Number
Consolidated Balance Sheets - December 31, 1995 and 1994 (1)
Consolidated Statements of Partners' Capital (Deficit) -
For the years ended December 31, 1995, 1994 and 1993. . . . (1)
Consolidated Statements of Operations -
For the years ended December 31, 1995, 1994 and 1993 (1)
Consolidated Statements of Cash Flows -
For the years ended December 31, 1995, 1994 and 1993 (1)
Notes to the Consolidated Financial Statements (1)
Report of Independent Accountants (1)
(a)(3) Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation F-1
Report of Independent Accountants F-4
(1) Incorporated by reference to the Partnership's Annual Report to
Unitholders for the year ended December 31, 1995, filed as exhibit 13 under
Item 14.
(a)(3) Exhibits:
(3) (A) Amended and Restated Certificate and Agreement of
Limited Partnership (included as, and incorporated herein by reference
to, Exhibit A to the Prospectus of Registrant dated June 24, 1981 (the
"Prospectus"), contained in Amendment No. 2 to Registration Statement,
No. 2-70331, of Registrant filed June 24, 1981, (the "Registration
Statement"), and in Amendment No. 1 to Registration Statement, No.
2-73558, of Registrant filed August 20, 1981).
(B) Subscription Agreement and Signature Page (included as,
and incorporated herein by reference to, Exhibit B to the
Prospectus).
(10) (A) Financing Documents relating to Las Colinas I and II
(Promissory Note, Deed of Trust, Assignment of Rents and Leases)
(included as, and incorporated herein by reference to, Exhibit 10-I to
the Registrant's Annual Report on Form 10-K for the year ended December
31, 1992 (Commission file No. 0-10223)).
(B) Financing Documents relating to Ridge Park (Promissory
Note, Deed of Trust, Assignment of Rents and Leases) (included
as, and incorporated herein by reference to, Exhibit 10-J to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992 (Commission file No. 0-10223)).
(C) Financing Documents relating to Tierra Catalina
(Promissory Note, Deed of Trust, Assignment of Rents and
Leases) (included as, and incorporated herein by reference to,
Exhibit 10-K to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1992 (Commission file No.
0-10223)).
(D) Settlement Agreement by and among the Managing Joint
Venturers and the Epoch Joint Venturers dated July 1, 1992
(included as, and incorporated herein by reference to, Exhibit
10.I to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1992 (Commission file No.
0-10223)).
(E) Agreement of Limited Partnership of RI-81 Las Colinas
Limited Partnership dated as of July 1, 1992 (included as, and
incorporated herein by reference to, Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992 (Commission file No. 0-10223)).
(F) Agreement of Limited Partnership of RI-81 Tierra
Catalina Limited Partnership dated as of July 1, 1992 (included
as, and incorporated herein by reference to, Exhibit 10.3 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992 (Commission file No. 0-10223)).
(G) Amended and Restated Agreement of Limited Partnership
of Ridge Park Associates Limited Partnership dated as of April
23, 1992 (included as, and incorporated herein by reference to,
Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1992 (Commission file No.
0-10223)).
(H) Property Management Agreement between Hutton/ConAm
Realty Investors 81 and ConAm Management Corp. for the Las
Colinas I & II properties (included as, and incorporated herein
by reference to Exhibit 10-L to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1993 (Commission
file No. 0-10223)).
(I) Property Management Agreement between Hutton/ConAm
Realty Investors 81 and ConAm Management Corp. for the Tierra
Catalina property (included as, and incorporated herein by
reference to Exhibit 10-M to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993 (Commission file
No. 0-10223)).
(J) Property Management Agreement between Hutton/ConAm
Realty Investors 81 and ConAm Management Corp. for the Ridge
Park property (included as, and incorporated herein by
reference to Exhibit 10-N to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993 (Commission file
No. 0-10223)).
(13) Annual Report to Unitholders for the year ended December 31,
1995.
(21) List of Subsidiaries - Joint Ventures (included as, and
incorporated herein by reference to Exhibit 22 to the Registrant's 1991
Annual Report on Form 10-K for the year ended December 31,
1991(Commission file No. 0-10223)).
(27) Financial Data Schedule
(99) Portions of the Prospectus of Registrant dated June 24, 1981
(included as, and incorporated herein by reference to Exhibit 28 to the
Registrant's 1988 Annual Report on Form 10-K for the year ended
December 31, 1988 (Commission file No. 0-10223)).
(b) Reports on Form 8-K:
No reports on Form 8-K were filed in the fourth quarter of
1995.
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.
Dated: March 27, 1996
HUTTON/CONAM REALTY INVESTORS 81
BY: RI 81 Real Estate Services Inc.
General Partner
BY: /S/Paul L. Abbott
Name: Paul L. Abbott
Title: Director, President,
Chief Executive Officer
and Chief Financial Officer
BY: ConAm Property Services, Ltd.
General Partner
BY: Continental American Development, Inc.
General Partner
BY: /S/Daniel J. Epstein
Name: Daniel J. Epstein
Title: President, Director and
Principal Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capabilities and on the dates indicated.
RI 81 REAL ESTATE SERVICES INC.
A General Partner
Date: March 27, 1996
BY: /S/Paul L. Abbott
Paul L. Abbott
Director, President,
Chief Executive Officer
and Chief Financial Officer
Date: March 27, 1996
BY: /S/Donald Petrow
Donald Petrow
Vice President
Date: March 27, 1996
BY: /S/Kate Hobson
Kate Hobson
Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
CONAM PROPERTY SERVICES, LTD.
A General Partner
By: Continental American Development, Inc.
General Partner
Date: March 27, 1996
BY: /S/Daniel J. Epstein
Daniel J. Epstein
Director and President
Date: March 27, 1996
BY: /S/E. Scott Dupree
E. Scott Dupree
Vice President/Director
Date: March 27, 1996
BY: /S/Robert J. Svatos
Robert J. Svatos
Vice President/Director
Date: March 27, 1996
BY: /S/Ralph W. Tilley
Ralph W. Tilley
Vice President
Date: March 27, 1996
BY: /S/J. Bradley Forrester
J. Bradley Forrester
Vice President
Hutton/ConAm Realty Investors 81
Exhibit 13