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: 0-11769
HUTTON/CONAM REALTY INVESTORS 3
Exact name of Registrant as specified in its charter
California 13-3176625
State or other jurisdiction I.R.S. Employer Identification No.
of incorporation
Attention: Andre Anderson 10285
3 World Financial Center, 29th Floor, Zip Code
New York, New York
Address of principal executive offices
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 31, 1983 (included in
Amendment No. 1 to Registration Statement No. 2-80991 of Registrant filed
March 29, 1983) 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 3 (the "Registrant" or the "Partnership") is a
California limited partnership formed on July 14, 1983, of which RI 3-4 Real
Estate Services Inc. ("RI 3-4 Services," formerly Hutton Real Estate Services
VIII, Inc.), a Delaware corporation, and ConAm Property Services IV, Ltd., a
California limited partnership ("ConAm Services"), are the general partners
(together, the "General Partners").
Commencing March 31, 1983, the Registrant began offering through E.F. Hutton &
Company Inc., an affiliate of the Registrant, up to a maximum of 80,000 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. 2-80991,
which Registration Statement was declared effective on March 31, 1983. The
offering of Units was terminated on July 14, 1983. Upon termination of the
offering, the Registrant had accepted subscriptions for 80,000 Units for an
aggregate of $40,000,000.
(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 originally
invested in three residential apartment properties 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) distribution of net cash from operations attributable to rental
income; and
(3) preservation and protection of capital.
Distribution 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 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 intend to sell the remaining three 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 any future 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 five 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) Autumn Heights, a 140-unit apartment complex,
located in Colorado Springs, Colorado; (2) Skyline Village, a 168-unit
apartment complex, located in Tucson, Arizona; and (3) Ponte Vedra Beach
Village II, a 124-unit apartment complex, located in Ponte Vedra Beach,
Florida. Country Place Village II was sold on July 20, 1995, for $3,890,000 to
an institutional buyer, which is unaffiliated with the Partnership. The
selling price was determined by arm's length negotiations between the
Partnership and the buyer. The Partnership received net proceeds of
$3,832,290. The fifth property in which the Registrant had an interest,
Bernardo Point Apartments in San Diego, California, was sold on December 20,
1990. See Item 2, "Properties," and Note 4, "Real Estate Investments," of the
Notes 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, filed as an exhibit under Item 14, for further information
on each of the Properties.
The Registrant's mortgage loan secured by Autumn Heights was refinanced in
January 1994 and will mature in January 2001. See Note 5, "Mortgages Payable,"
of the Notes to the Consolidated Financial Statements for additional
information concerning the Registrant's current mortgage indebtedness.
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 and Florida reflect some seasonality, which is typical in
the markets. In some cases, the Registrant may compete with other properties
owned by 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. Services are provided by RI 3-4 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 certain of 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, "Certain Relationships and Related
Transactions", 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 of 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 Partnership's Limited Partnership Units and Related
Security Holder Matters
As of November 30, 1996, the number of Unitholders of record was 3,912.
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, when made, are paid on a quarterly
basis, with distributions generally occurring approximately 45 days after the
end of each fiscal 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 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. 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.
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
$1,084,483 that were invested in unaffiliated money market funds, an increase
of $24,135 from the balance at November 30, 1995. The Partnership also
maintains a restricted cash balance, which totaled $84,934 at November 30,
1996, representing real estate tax escrows required under the terms of the
Autumn Heights and Skyline Village loans. Accounts payable and accrued
expenses decreased from $174,724 at November 30, 1995 to $156,786 at fiscal
year-end 1996. The decrease is primarily due to a reduction in real estate
taxes as a result of a decrease in the assessed value of Autumn Heights. The
Partnership expects sufficient cash to be generated from operations to meet its
current operating expenses.
The General Partners continue to perform various improvements at the
properties. These repairs include exterior painting at Skyline Village and
other repairs to prepare vacant apartments for reoccupancy. The painting at
Skyline Village was nearly completed in the fourth quarter of 1996. The
General Partners will evaluate the need for additional improvement work at the
properties on an ongoing basis. Existing problems with the roofs at Ponte
Vedra Beach Village II 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 $200,000.
The General Partners declared a cash distribution of $2.50 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.
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 three
properties in an orderly manner over the next few years. Assuming these
efforts are successful, we 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 year ended November 30, 1996 resulted in net
income of $354,135 compared with $85,405 in fiscal 1995. Excluding the $83,992
loss recognized on the July 1995 sale of Country Place Village II, income from
operations in fiscal 1995 was $169,397. The increases in net income and income
from operations for the fiscal year ended November 30, 1996 are due primarily
to reductions in property operating expenses and most other major expense
categories resulting from the sale of Country Place Village II. The decreases
were partially offset by a decline in rental income due to the sale of the
property. Net cash provided by operating activities increased slightly to
$1,205,239 for the fiscal year ended November 30, 1996, from $1,184,714 in
fiscal 1995.
Rental income for the year ended November 30, 1996 was $3,688,364 compared with
$4,027,970 in fiscal 1995. The decrease reflects the sale of Country Place
Village II in July 1995, partially offset by increases in rental income at
Autumn Heights and Ponte Vedra Beach Village II. Interest and other income
totaled $57,109 for the fiscal year ended November 30, 1996 compared to
$174,780 in fiscal 1995. The decrease is the result of the Partnership
maintaining lower cash balances in the 1996 period compared to the 1995 period.
Property operating expenses declined to $1,581,543 for the year ended November
30, 1996, from $1,912,816 for fiscal 1995. The decrease is attributable to the
sale of Country Place Village II and is partially offset by higher utilities
and property administrative expenses at Ponte Vedra Beach Village II.
Depreciation and amortization was lower in fiscal 1996 compared to fiscal 1995
due to the July 1995 sale of Country Place Village II. Interest expense also
declined due to the June 1995 repayment of the Country Place Village II
mortgage.
1995 versus 1994
Partnership operations for the year ended November 30, 1995 resulted in net
income of $85,405 compared with $17,509 in fiscal 1994. Excluding the $83,992
loss recognized on the sale of Country Place Village II, income from operations
for the fiscal year ended November 30, 1995 was $169,397 as compared to $17,509
in fiscal 1994. The increases in net income and income from operations for the
year ended November 30, 1995 are due primarily to reductions in interest
expense and depreciation and amortization attributable to the sale of Country
Place Village II. Net cash provided by operating activities was $1,184,714 for
the fiscal year ended November 30, 1995, virtually unchanged from $1,196,687 in
fiscal 1994.
Rental income for the year ended November 30, 1995 was $4,027,970 compared with
$4,146,674 in fiscal 1994. The decrease reflects the sale of Country Place
Village II in July 1995, partially offset by increases in rental income at the
three remaining properties, particularly Autumn Heights, due to increased
rental rates. Interest and other income totaled $174,780 for the fiscal year
ended November 30, 1995 compared to $151,152 in fiscal 1994. The increase was
the result of the Partnership earning higher interest rates on its invested
cash in 1995 compared to 1994.
Property operating expenses were $1,912,816 for the year ended November 30,
1995, virtually unchanged from $1,936,098 for fiscal 1994 as decreases in
operating expenses at Country Place Village II and Autumn Heights were offset
by higher repairs and maintenance expenses at Skyline Village. Depreciation and
amortization was lower in fiscal 1995 compared to fiscal 1994 due to the July
1995 sale of Country Place Village II. Interest expense also declined due to
the June 1995 repayment of the Country Place Village II mortgage.
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
--------------------------------------------------------------
Autumn Heights 96% 96% 96%
Ponte Vedra Beach Village II 95% 93% 95%
Skyline Village 93% 94% 96%
--------------------------------------------------------------
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 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 3-4 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 3-4 Services
RI 3-4 Services (formerly Hutton Real Estate Services VIII, Inc.) is a Delaware
corporation formed on August 2, 1982, and is an affiliate of Lehman Brothers,
Inc. ("Lehman"). See the section captioned, "Certain Matters Involving
Affiliates of RI 3-4 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 3-4 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 3-4 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 3-4 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 3-4 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 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 executive officers or
directors owns any Units.
Item 13. Certain Relationships and Related Transactions
RI 3-4 Services and ConAm Services each received $44,444 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, $35,413 of the
Registrant's net income was allocated to the General Partners ($17,706.50 to RI
3-4 Services and $17,706.50 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 material contained on
pages 43-45 of the Prospectus of the Registrant dated March 31, 1983 (the
"Prospectus"), contained in Registrant's Registration No. 2-80991, under the
section captioned "Profits 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 to 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 herein by reference to Note 6, "Transactions with
Related Parties," of Notes 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 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 thereto. 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,
"Transactions with Related Parties," of Notes 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 (Deficit) - 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) Certificate and Agreement of Limited Partnership (included as, and
incorporated herein by reference to, Exhibit A to the Prospectus
of Registrant dated March 31, 1983, contained in Amendment No. 1
to Registration Statement No. 2-80991, of Registrant filed
March 29, 1983 (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) Purchase Agreement relating to Autumn Heights, between the Registrant
and Highland Properties, Inc., and the exhibits thereto (included as,
and incorporated herein by reference to, Exhibit (10)(A) to the
Registrant's Annual Report on Form 10-K filed February 28, 1985
for the fiscal year ended November 30, 1984
(the "1984 Annual Report")).
(B) Purchase Agreement relating to Skyline Village, between the Registrant
and Epoch Properties, Inc., and the exhibits thereto (included as,
and incorporated herein by reference to, Exhibit (10)(C) to the
Registrant's Annual Report on Form 10-K filed February 28, 1984
for the fiscal year ended November 30, 1983).
(C) Purchase Agreement relating to Country Place Village II, between the
Registrant and Epoch Properties, Inc. and the exhibits thereto
(included as, and incorporated herein by reference to, Exhibit
(10)(C) to the 1984 Annual Report).
(D) Purchase Agreement relating to Ponte Vedra Beach Village II, between
the Registrant and Epoch Properties, Inc., and the exhibits thereto
(included as, and incorporated herein by reference to, Exhibit
(10)(A) to the Quarterly Report).
(E) Loan Documents: Promissory Note and Deed of Trust, Assignment of
Rents and Security Agreement with respect to the mortgaging of
Skyline Village dated December 20, 1991 (included as, and
incorporated herein by reference to, Exhibit 10(K) to the
Registrant's 1991 Annual Report on Form 10-K filed on
February 27, 1992).
(F) 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 From 10-Q filed on October 14, 1992).
(G) Amended and Restated Agreement of Limited Partnership of Skyline
Village Joint Venture 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 filed on
October 14, 1992).
(H) Amended and Restated Agreement of General Partnership of Country
Place Village II Joint Venture 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 filed on October 14, 1992).
(I) Loan Documents: Promissory Note and Assignment of Rents and Leases
with respect to the refinancing of Autumn Heights, between
Registrant and John Hancock Life Insurance Company (included as,
and incorporated herein by reference to, Exhibit 10-J to the
Registrant's 1993 Annual Report on Form 10-K filed on March 30, 1994).
(J) Property Management Agreement between Registrant and Con Am
Management Corporation for the Ponte Vedra Beach Village II property
(included as, and incorporated herein by reference to, Exhibit
10(L) to the Registrant's 1993 Annual Report on Form 10-K filed
on March 30, 1994).
(K) Property Management Agreement between Registrant and Con Am
Management Corporation for the Skyline Village property (included
as, and incorporated herein by reference to, Exhibit 10(M) to the
Registrant's 1993 Annual Report on Form 10-K filed on
March 30, 1994).
(L) Property Management Agreement between Registrant and ConAm
Colorado, Inc. for the Autumn Heights property (included as, and
incorporated herein by reference to, Exhibit 10(N) to the
Registrant's 1993 Annual Report on Form 10-K filed on March 30, 1994).
(13) Annual Report to Unitholders for the fiscal year ended
November 30, 1996
(22) 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 filed on February 27, 1992 for the
fiscal year ended November 30, 1991).
(27) Financial Data Schedule.
(99) Portions of Prospectus of Registrant dated March 31, 1983 (included
as, and incorporated herein by reference to, Exhibit 28 to the
Registrant's Annual Report on Form 10-K filed on
February 28, 1988 for the fiscal year ended November 30, 1987).
(b) Reports on Form 8-K:
No reports on Form 8-K were filed in the fourth quarter of fiscal
1996.
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 3
BY: RI 3-4 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 3-4 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, President and
Principal Executive Officer
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