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
For the fiscal year ended: November 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: 0-014341
HUTTON/CONAM REALTY INVESTORS 5
Exact name of Registrant as specified in its charter
California 11-2712111
State or other jurisdiction of I.R.S. Employer Identification No.
incorporation
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 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 Registrant dated March 27, 1985 (included in
Amendment No. 1 to Registration Statement No. 2-95481 of Registrant, filed
March 27, 1985) are incorporated herein 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 fiscal year ended
November 30, 1996.
PART I
Item 1. Business
(a) General Development of Business
Hutton/ConAm Realty Investors 5 (the "Registrant") was organized as a limited
partnership under the laws of the State of California pursuant to a Certificate
and Agreement of Limited Partnership dated June 28, 1984 and filed June 29,
1984, as last amended and restated on August 20, 1985. RI 5 Real Estate
Services, Inc., a Delaware corporation ("RI 5 Services," formerly Hutton Real
Estate Services IX, Inc.), and ConAm Property Services IV, Ltd., a California
limited partnership ("ConAm Services"), are the general partners (together, the
"General Partners") of the Registrant.
Commencing March 27, 1985, the Registrant began offering through E.F. Hutton &
Company Inc., an affiliate of the Registrant, up to a maximum of 120,000 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, under Registration Statement No. 2-95481,
which Registration Statement was declared effective on March 27, 1985. The
offering of Units terminated on January 23, 1986. Upon termination of the
offering, the Registrant had accepted subscriptions for 57,490 Units for an
aggregate of $28,745,000.
(b) Narrative Description of Business
The Registrant is engaged in the business of acquiring, operating and holding
for investment multifamily residential properties which by virtue of their
location and design and the nature of the local real estate market have the
potential for long-term capital appreciation and generation of current income.
All of the proceeds available for investment in real estate were invested in
one residential apartment property and two joint ventures, each of which owns a
specified property. Funds held as a working capital reserve are invested in
bank certificates of deposit, 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 investment 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 investments
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 intend to sell the remaining two properties over the next few years.
No property will be sold, financed or refinanced by the Registrant without the
agreement of both General Partners. Proceeds from the sale, financing or
refinancing of properties will not be reinvested and may be distributed to the
Limited Partners and General 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 three residential apartment complexes
(collectively, the "Properties") either directly or through investments in
joint ventures. As of November 30, 1996, the Registrant had interests in the
Properties as follows: (1) Lakeview Village at Ponte Vedra Lakes, a 240-unit
apartment complex, located in Ponte Vedra Beach, Florida; (2) The Hamptons at
Quail Hollow, a 232-unit apartment complex, located in Charlotte, North
Carolina and (3) Canterbury Park Apartments, a 96-unit apartment complex,
located in Raleigh, North Carolina. Subsequent to November 30, 1996, the
Partnership completed the sale of Canterbury Park to an unaffiliated buyer. The
selling price of $6,387,300 was determined by arms length negotiations between
the Partnership and the buyer. Reference is made to Item 7 of this report for
a more detailed discussion of the Canterbury Park sale. 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 fiscal year ended November
30, 1996 which is filed as an exhibit under Item 14.
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 have an effect on
the occupancy levels and revenues of the Properties. The occupancy levels at
the property in Florida reflect some seasonality, which is typical in the
market. In some cases, the Registrant may compete with other properties owned
by partnerships affiliated with either General Partner of the Registrant.
For information with respect to market conditions in each of the areas where
the Partnership's Properties are located, please refer to Item 2 below.
Employees
The Registrant has no employees. Services are provided by RI 5 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 with ConAm Management pursuant to which ConAm Management
provides property 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 of this report for a further
description of the service and management agreements between the Registrant and
affiliated entities.
Item 2. Properties
For a description of the Registrant's Properties, a discussion of current
market conditions in each of the areas where the Properties are located and
appraised values, reference is made to the Partnership's Annual Report to
Unitholders for the fiscal year ended November 30, 1996, which is filed as an
exhibit under Item 14. 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. Average occupancy rates at each
property are incorporated by reference to Item 7.
Item 3. Legal Proceedings
The Registrant is not subject to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of the fiscal year ended November 30, 1996, no matter
was submitted to a vote of Unitholders through the solicitation of proxies or
otherwise.
PART II
Item 5. Market for the Partnership's Limited Partnership Interests and
Related Security Holder Matters
As of November 30, 1996, the number of Unitholders of record was 2,651.
No established public trading market exists for the Units, and it is not
anticipated that such a market will develop in the future.
Distributions of Net Cash From Operations are determined by the General
Partners on a quarterly basis, with distributions generally occurring
approximately 45 days after the end of each fiscal quarter. Distributions to
the Limited Partners are made from net operating income with respect to the
Registrant's investment in the Properties and from interest on short- term
investments. Information on cash distributions paid by the Partnership for the
past two fiscal years is incorporated by reference to the Partnership's Annual
Report to Unitholders for the fiscal year ended November 30, 1996, which is
filed as an exhibit under Item 14. 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 November 30, 1996, 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 November 30, 1996, the Partnership had cash and cash equivalents of
$2,121,544 that were invested in unaffiliated money market funds, compared with
$2,253,221 at November 30, 1995. The Partnership also maintains a restricted
cash balance, which totaled $225,415 at November 30, 1996, compared with
$219,436 at November 30, 1995, representing escrows for real estate taxes and
insurance required under the terms of the Lakeview Village mortgage. Other
assets decreased from $194,815 at November 30, 1995 to $167,504 at November 30,
1996 due to the continued amortization of mortgage fees. The Partnership
expects sufficient cash to be generated from operations to meet its current
operating expenses.
On December 10, 1996, subsequent to the Partnership's fiscal year end, the
Partnership closed on the sale of Canterbury Park. Canterbury Park sold for an
adjusted sales price of $6,387,300 to Burcam Capital I, L.L.C., a North
Carolina limited liability company (the "Buyer"). The selling price was
determined by arm's length negotiations between the Partnership and the Buyer.
The transaction resulted in a gain on sale for Canterbury Park of approximately
$2,600,000, which will be reflected in the Partnership's consolidated statement
of operations for the first quarter ending February 28, 1997 of the next fiscal
year. On January 24, 1997, the Partnership paid a special cash distribution
from the sales proceeds of $6,151,430 or $107 per Unit. As a result of the
pending sale, Canterbury Park was reclassified on the consolidated balance
sheet as of November 30, 1996 as Property held for disposition at its net book
value.
The General Partners continue to perform various improvements at the Properties
including asphalt repairs at The Hamptons at Quail Hollow and other repairs to
prepare vacant apartments for reoccupancy. Thus far, the majority of the
asphalt work at the Hamptons at Quail Hollow is complete. Existing problems
with the roofs at Lakeview Village were aggravated by severe tropical rain
storms late in 1996. After evaluating the damages, the General Partners
received several competitive bids to repair the roofs, and subsequently
selected a contractor. The roof repairs are currently underway and are
scheduled to be completed this year. The anticipated cost of repairing the
roofs is approximately $340,000. The General Partners will evaluate the need
for additional improvement work at the Properties on an ongoing basis.
The General Partners declared a regular cash distribution of $7.50 per Unit for
the quarter ended November 30, 1996 which was paid to investors on January 15,
1997. 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.
It is expected that cash distributions will be reduced in the future to reflect
the decline in rental income resulting from the sale of Canterbury Park.
Given the improvement in the performance of the Partnership's Properties, and
the improvement in the real estate capital markets which has increased demand
by potential buyers, the General Partners have determined that it is in the
best interest of the Partnership to attempt to sell the remaining two
Properties in an orderly manner over the next few years. Assuming these
efforts are successful, the General Partners would expect to distribute the
sales proceeds and subsequently dissolve the Partnership in 1998 or 1999.
However, meeting this objective will be dependent upon a variety of factors,
many of which are not within the Partnership's control. Consequently, there can
be no assurance that any specific property or all the Properties can be sold,
that particular prices will be achieved, or that all the Properties can be sold
within this time frame.
On March 15, 1996, based upon, among other things, the advice of legal 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 in 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 receive any distribution until the General
Partners have declared the distribution and established a record date and
distribution date for the distribution.
Results of Operations
1996 versus 1995
Partnership operations for the fiscal year ended November 30, 1996 generated
net income of $1,017,032, compared with net income of $759,410 in fiscal 1995.
Net cash provided by operating activities was $2,022,547 for the fiscal year
ended November 30, 1996 compared to $1,902,751 in fiscal 1995. The increase in
net income and cash flow is primarily attributable to higher rental income.
Rental income totaled $4,695,358 for the fiscal year ended November 30, 1996
compared with $4,471,922 in fiscal 1995. The increase reflects higher rental
income at all three Properties, and is primarily attributable to increases in
rental rates at each property during the past year.
Property operating expenses totaled $2,120,789 for the fiscal year ended
November 30, 1996 compared with $2,061,086 in fiscal 1995. The increase is
primarily due to higher repairs and maintenance expenses at Canterbury Park and
Lakeview Village and an increase in utilities expense at Canterbury Park. These
expenses included interior cleaning and painting at both properties, and
parking lot and roof repairs at Lakeview Village. Depreciation and amortization
declined from $1,142,011 for the fiscal year ended November 30, 1995 to
$1,027,524 in fiscal 1996. The decrease is primarily due to fully depreciated
furniture, fixtures and equipment.
General and administrative expenses increased from $120,354 at November 30,
1995 to $140,163 at November 30, 1996. The increase is primarily attributable
to higher legal fees, audit fees and Partnership administrative expenses in the
1996 period.
1995 versus 1994
Partnership operations for the fiscal year ended November 30, 1995 generated
net income of $759,410, compared with net income of $622,853 in fiscal 1994.
Net cash provided by operating activities was $1,902,751 for the fiscal year
ended November 30, 1995 compared to $1,798,897 in fiscal 1994. The increase in
net income and cash flow is primarily attributable to higher rental income.
Rental income totaled $4,471,922 for the fiscal year ended November 30, 1995
compared with $4,268,124 in fiscal 1994. The increase reflects higher rental
income at all three properties, and is primarily attributable to increases in
rental rates at each property during the past year. Interest income totaled
$111,447 for the fiscal year ended November 30, 1995 compared to $68,380 in
fiscal 1994. The increase is the result of the Partnership earning higher
interest rates on its invested cash in 1995 compared to 1994.
Property operating expenses totaled $2,061,086 for the fiscal year ended
November 30, 1995 compared with $1,919,655 in fiscal 1994. The increase is
primarily due to higher repairs and maintenance expenses at The Hamptons and
Lakeview Village. These expenses included exterior painting and roof repairs
at The Hamptons and carpet replacement and floor tiling at Lakeview Village.
The average occupancy levels at each of the properties for the years ended
November 30, 1996, 1995 and 1994 were as follows:
Twelve Months Ended November 30,
Property 1996 1995 1994
The Hamptons at Quail Hollow 96% 96% 97%
Lakeview Village 96% 95% 93%
Canterbury Park 96% 97% 97%
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for
the fiscal year ended November 30, 1996, which is filed as an exhibit under
Item 14. Supplementary Data is incorporated by reference to pages F-1 and F-2
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 5 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 5 Services
RI 5 Services (formerly Hutton Real Estate Services IX, Inc.) is a Delaware
corporation formed on December 23, 1982, and is an affiliate of Lehman
Brothers, Inc. ("Lehman"). See the section captioned "Certain Matters
Involving Affiliates of RI 5 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 resulted in a change in the General Partner's name.
Certain officers and directors of RI 5 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 RI5 Services are set forth below. There are no family relationships
between any officers or directors.
Name Office
Paul L. Abbott Director, President, Chief Financial
Officer and Chief Executive Officer
Donald E. Petrow Vice President
David Sclafani Vice President
Paul L. Abbott, 51, is a Managing Director of Lehman. Mr. Abbott joined Lehman
in August 1988, and is responsible for investment management of residential,
commercial and retail real estate. Prior to joining Lehman, 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, 40, 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.
David Sclafani, 24, is an Associate of Lehman Brothers Inc. Mr. Sclafani
joined Lehman Brothers in March 1996 and is responsible for the investment
management and restructuring of various limited partnerships holding multi-
family real estate. Prior to joining Lehman Brothers, Mr. Sclafani worked in
the real estate finance department of a major foreign bank managing performing
and non-performing loans. Mr. Sclafani holds a B.S. Degree in Finance from
Siena College in Loudonville, N.Y.
ConAm Services
ConAm Services is a California limited partnership organized on August 30,
1982. 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 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, 57, 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, 46, is a Senior 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, 38, is a Senior Vice President and is the Chief Financial
Officer of ConAm Management. His responsibilities include the accounting,
treasury and data processing functions of the organization. Prior to joining
ConAm Management in 1988, 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. He is a Certified Public
Accountant.
Ralph W. Tilley, 42, is a Senior 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, 39, currently serves as an Executive 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 5 Services
On July 31, 1993, Shearson sold certain of its domestic retail brokerage and
asset management businesses to Smith Barney. 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 general partner changed its name to "RI 5 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 below with
respect to a description of certain costs of the General Partners and their
affiliates reimbursed by the Registrant.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of November 30, 1996, no person was known by the Registrant to be the
beneficial owner of more than five percent of the Units of the Registrant.
Neither of the General Partners nor any of their directors or executive
officers owns any Units.
Item 13. Certain Relationships and Related Transactions
RI 5 Services and ConAm Services each received $17,599 as its allocable share
of Net Cash from Operations with respect to the fiscal year ended November 30,
1996. Pursuant to the Certificate and Agreement of Limited Partnership of the
Registrant, for the fiscal year ended November 30, 1996, $27,769 of the
Registrant's net income was allocated to the General Partners ($13,884.50 to RI
5 Services and $13,884.50 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 discussion under the
caption "Distributions and Allocations" contained on pages 50 through 54 of the
Prospectus of the Registrant dated March 27, 1985 (the "Prospectus") contained
in Amendment No. 1 to Registration Statement No. 2-95481, which discussion is
incorporated herein by reference.
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 local property managers, where
appropriate, 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 on pages 33 and 34 of the Prospectus under the caption "Investment
Objectives and Policies - Management of Properties," which description is
herein incorporated by reference. A summary of property management fees earned
by ConAm Management during the past three fiscal 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 November
30, 1996, which is filed as an exhibit under Item 14.
Pursuant to Section 12(g) of the Registrant's Certificate and Agreement of
Limited Partnership, the General Partners and certain affiliates may be
reimbursed by the Registrant for certain costs as described on page 17 of the
Prospectus, which description is incorporated herein by reference thereto.
First Data Investor Services Group, provides partnership accounting and
investor relations services for the Registrant. 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 fiscal 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 November 30, 1996, which is filed as an exhibit under Item 14.
PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
(a)(1) Financial Statements:
Page
Consolidated Balance Sheets - November 30, 1996 and 1995 (1)
Consolidated Statements of Operations -
For the years ended November 30, 1996, 1995 and 1994 (1)
Consolidated Statements of Partners' Capital -
For the years ended November 30, 1996, 1995 and 1994 (1)
Consolidated Statements of Cash Flows -
For the years ended November 30, 1996, 1995 and 1994 (1)
Notes to the Consolidated Financial Statements (1)
Report of Independent Accountants (1)
(a)(2) Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation (F-1)
Report of Independent Accountants (F-2)
(1) Incorporated by reference to the Partnership's Annual Report to
Unitholders for the fiscal year ended November 30, 1996, filed as an
exhibit under Item 14.
(a)(3) Exhibits:
(4)(A) Second Amended and Restated Agreement of Limited Partnership (included
as, and incorporated herein by reference to, Exhibit A to the
Prospectus of Registrant dated March 27, 1985, contained in Amendment
No. 1 to Registration Statement No. 2-95481 of Registrant, dated March
27, 1985 (the "Registration Statement")).
(B) Subscription Agreement and Signature Page (included as, and
incorporated herein by reference to, Exhibit 3.1 to Amendment No. 1 to
the Registration Statement).
(10)(A) Documents relating to Lakeview Village:
(A.1) Purchase and Development Agreement, dated January 31, 1984 and
exhibits thereto (included as, and incorporated herein by reference
to, Exhibit 10.2 to Amendment No. 1 to the Registration Statement).
(A.2) Amendments to Purchase and Development Agreement, dated May 31, 1985,
July 31, 1985 and August 21, 1985 (included as, and incorporated
herein by reference to, Exhibit (10)(A) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended November 30, 1985 (the
"1985 Annual Report")).
(A.3) Amended and Restated Agreement of General Partnership of Lakeview
Village at Ponte Vedra Lakes Joint Venture, dated 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
August 31, 1992).
(A.4) Loan Documents: Promissory Note and Assignment of Rents and Leases
with respect to the refinancing of Lakeview Village, between
Registrant and The Penn Mutual Life Insurance Company (included as,
and incorporated herein by reference to, Exhibit A4 to the
Registrant's 1993 Annual Report on Form 10-K filed on March 30, 1994).
(A.5) Property Management Agreement between Lakeview Village at Ponte Vedra
Lakes Joint Venture and Con Am Management Corporation for the Lakeview
Village property (included as, and incorporated herein by reference
to, Exhibit A5 to the Registrant's 1993 Annual Report on Form 10-K
filed on March 30, 1994).
(B) Documents relating to The Hamptons:
(B.1) Purchase and Development Agreement, dated October 9, 1984 and exhibits
thereto (included as, and incorporated herein by reference to, Exhibit
10.3 to Amendment No. 1 to the Registration Statement).
(B.2) First Amendment to Purchase and Development Agreement, dated December
12, 1985 (included as, and incorporated herein by reference to,
Exhibit (10)(B) to the Registrant's Annual Report on Form 10-K for the
fiscal year ended November 30, 1986).
(B.3) Real Estate Note, dated October 9, 1984 (filed as, and incorporated
herein by reference to Exhibit (10)(B) to the 1985 Annual Report).
(B.4) Property Management Agreement between The Hamptons Joint Venture and
Con Am Management Corporation for the Hamptons at Quail Hollow II
property (included as, and incorporated herein by reference to,
Exhibit B4 to the Registrant's 1993 Annual Report on Form 10-K filed
on March 30, 1994).
(C) Documents relating to Canterbury Park:
(C.1) Purchase and Development Agreement, dated September 7, 1984 (included
as, and incorporated herein by reference to, Exhibit 10.4 to Amendment
No. 1 to the Registration Statement).
(C.2) Amendments to Purchase and Development Agreement, dated April 30, 1985
and June 30, 1985 (included as, and incorporated herein by reference
to, Exhibit (10)(C) to the 1985 Annual Report).
(C.3) Property Management Agreement between Hutton/ConAm Realty Investors 5
and Con Am Management Corporation for the Canterbury Park II property
(included as, and incorporated herein by reference to, Exhibit C3 to
the Registrant's 1993 Annual Report on Form 10-K filed on March 30,
1994).
(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 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1992).
(13) Annual Report to Unitholders for the fiscal year ended November 30,
1996.
(21) List of Subsidiaries - Joint Ventures (included as, and incorporated
herein by reference to, Exhibit (22) to the Registrant's Annual Report
on Form 10-K filed for the fiscal year ended November 30, 1991).
(27) Financial Data Schedule
(99) Portions of the Prospectus of the Registrant, dated March 27, 1985
(included as, and incorporated herein by reference to, Exhibit 28 to
the Registrant's 1987 Annual Report on Form 10-K filed for the fiscal
year ended November 30, 1987).
(b) Reports on Form 8-K:
On December 24, 1996, the Partnership filed a Form 8-K on the closing
of the Canterbury Park sale.
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: February 28, 1997 HUTTON/CONAM REALTY INVESTORS 5
BY: RI 5 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 IV, 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 5 REAL ESTATE SERVICES INC.
A General Partner
Date: February 28, 1997 BY: /S/ Paul L. Abbott
Paul L. Abbott
Director, President,
Chief Executive Officer
and Chief Financial Officer
Date: February 28, 1997 BY: /S/ Donald E. Petrow
Donald E. Petrow
Vice President
Date: February 28, 1997 BY: /S/ David Sclafani
David Sclafani
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 IV, LTD.
A General Partner
By: Continental American Development, Inc.
General Partner
Date: February 28, 1997 BY: /S/ Daniel J. Epstein
Daniel J. Epstein
Director and President
Date: February 28, 1997 BY: /S/ E. Scott Dupree
E. Scott Dupree
Vice President/Director
Date: February 28, 1997 BY: /S/ Robert J. Svatos
Robert J. Svatos
Vice President/Director
Date: February 28, 1997 BY: /S/ Ralph W. Tilley
Ralph W. Tilley
Vice President
Date: February 28, 1997 BY: /S/ J. Bradley Forrester
J. Bradley Forrester
Vice President