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 December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 I.R.S. Employer
incorporation or organization 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 herein by reference to the
Partnership's Annual Report to Unitholders for the year ended December 31,
1996.
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 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 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. A third, Ridge Park Apartments ("Ridge Park") was sold
on November 27, 1996. Ridge Park sold for $3,385,000 to an institutional
buyer, which is unaffiliated with the Partnership. The selling price was
determined by arms length negotiations between the Partnership and the buyer.
Consequently, as of December 31, 1996, 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; and (2) 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,
1996, 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 Ridge Park sale.
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 and sale 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, 1996, which is filed as
an exhibit under Item 14. Average occupancy rates and appraised values of the
Partnership's remaining real estate investments are incorporated by reference
to the Partnership's Annual Report to Unitholders, for the year ended December
31, 1996, 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 experienced continued strong competition during 1996,
reflecting high levels of construction in the area and notable competition from
condominiums and single family houses as affordable prices and low mortgage
rates entice renters to buy. City-wide, 5,229 apartment units were permitted
during the first six months of 1996, 1,938 of these in the Scottsdale submarket
and 1,042 of these had been completed or were currently under construction.
Although vacancy rates in Phoenix and the Scottsdale submarket remained low in
1996, declining to 4.4% and 3.5% as of the second quarter, respectively,
vacancies are expected to increase with the new construction. While the area's
strong population and job growth are likely to absorb much of this new supply,
competition for tenants is expected to remain strong.
Tierra Catalina - Tucson, Arizona
This 120-unit apartment community is situated near the "foothills" section of
Tucson in the Catalina Foothill submarket. Tierra Catalina competes with a
number of apartment complexes and condominium developments within the Tucson
area. While Tucson's economy began to slow in 1995 and 1996, construction of
multifamily properties has increased significantly. The addition of new
properties is beginning to put downward pressure on occupancy rates and
limiting rental rate increases. The increased competition has also led to the
reemergence of rental incentives. In addition, the multifamily market has been
unfavorably impacted by relatively low interest rates which has made home
ownership a viable alternative for renters. A local survey of metropolitan
Tucson conducted in the second quarter of 1996 showed an average occupancy rate
of 88.9% among multifamily properties, down from 91.1% at the same period in
1995. In the Catalina Foothills submarket, where Tierra Catalina is located,
occupancy rates declined from 91% in the second quarter of 1995 to 84.5% in the
same period in 1996.
Both Las Colinas I & II and Tierra Catalina are encumbered by a mortgage loan.
See Note 5 to the Consolidated Financial Statements for a description of such
mortgage financing.
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 year ended December 31, 1996, 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, 1996, the number of Unitholders of record was 3,607.
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,
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. 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, 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 December 31, 1996, the Partnership had cash and cash equivalents of
$2,741,077, which were invested in unaffiliated money market funds, an increase
from $1,499,119 at December 31, 1995. The increase is attributable to net
proceeds from the sale of a property and cash provided by operating activities
exceeding cash used for distributions and mortgage principal payments. The
Partnership also maintains a restricted cash balance, which totaled $351,444 at
December 31, 1996, representing escrows for insurance, real estate taxes, and
property replacements and repairs, required under the terms of the current
mortgage loans. 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 Partnership expects sufficient cash to be generated from
operations to meet its current operating expenses and debt service
requirements.
On November 27, 1996, the Partnership closed on the sale of Ridge Park. Ridge
Park sold for $3,385,000 to Ridge Park Limited Partnership, an Oklahoma limited
partnership (the "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 $3,196,264
from the transaction, of which $1,902,666, representing outstanding principal
and interest, was used to fully satisfy the Partnership's mortgage obligation
on Ridge Park. On February 27, 1997, the General Partners paid a special
distribution to the Limited Partners from the net sales proceeds in the amount
of $1,291,785 or $16.50 per Unit. RI 81 Services and ConAm Services received
$8,699 and $4,349, respectively, as their share of the sales proceeds from the
sale of Ridge Park.
The General Partners declared a cash distribution of $2.00 per Unit for the
quarter ended December 31, 1996 which was paid to investors on February 5,
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.
Commencing with the first quarter 1997 distribution, which will be paid on or
about May 15, 1997, cash distributions will be reduced to reflect the decline
in cash flow resulting from the sale of Ridge Park.
The General Partners continue to perform various improvements at the
properties. These improvements include roof repairs at Las Colinas I and II,
interior repairs at Tierra Catalina and Las Colinas I and II and other repairs
to prepare vacant units for reoccupancy. The General Partners will monitor the
need for property improvements on an ongoing basis to keep the properties
competitive in their respective markets.
Given 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.
Accounts payable and accrued expenses decreased from $225,751 at December 31,
1995 to $177,414 at December 31, 1996 primarily due to the timing of payments
and accruals for audit fees, and lower real estate taxes and legal fees.
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 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.
Results of Operations
1996 versus 1995
Partnership operations for the year ended December 31, 1996 resulted in net
income of $1,285,707, compared with net income of $1,141,669 in 1995. The
increase in net income in 1996 is attributable to the decline in total expenses
resulting from the sale of Cedar Bay Village and Kingston Village in July 1995
more than offsetting the corresponding decline in rental income.
Rental income for the year ended December 31, 1996, was $3,622,403 compared
with $4,313,044 for 1995. The decrease reflects the sale of Cedar Bay Village
and Kingston Village in July 1995, the sale of Ridge Park in November 1996 and
lower rental income at Tierra Catalina resulting from a decline in occupancy.
Partially offsetting the decrease was an increase in rental income at Las
Colinas, due to an increase in rental rates and occupancy. Interest income
totaled $91,282 in 1996 compared with $102,535 in 1995. The decrease is
attributable to the Partnership maintaining a lower average cash balance in
1996.
Total expenses for the year ended December 31, 1996 were $3,838,600 compared
with $4,759,031 in 1995. Property operating expenses decreased from $2,261,179
in 1995 to $1,817,928 in 1996, reflecting the decline in operating expenses
primarily resulting from the sale of Cedar Bay Village and Kingston Village.
Interest expense and depreciation and amortization also decreased from 1995 to
1996 primarily due to the sale of Cedar Bay Village and Kingston Village.
General and administrative expenses decreased from 1995 to 1996 due primarily
to lower legal fees and audit fees in 1996.
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 was 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.
The average occupancy levels at each of the remaining Properties for the years
ended December 31, 1996, 1995 and 1994 were as follows:
Twelve Months Ended December 31,
Property 1996 1995 1994
Las Colinas I & II 96% 93% 96%
Tierra Catalina 90% 93% 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, 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 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
David Sclafani Vice President
Paul L. Abbott, 51, 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, 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 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, 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 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, 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 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, 1996, 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, 1996. 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 received $43,495 and $39,144, respectively,
as its allocable share of Net Cash from Operations with respect to the year
ended December 31, 1996, pursuant to the Amended and Restated Certificate and
Agreement of Limited Partnership of the Registrant. Of those amounts, RI 81
Services and ConAm Services received $8,699 and $4,349, respectively, as their
share of the sales proceeds from the sale of Ridge Park Apartments in November
1996. Pursuant to the Amended and Restated Certificate and Agreement of
Limited Partnership of the Registrant, for the year ended December 31, 1996,
$69,591 of Registrant's net income was allocated to the General Partners
($34,795.50 to RI 81 Services and $34,795.50 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 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, 1996, 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, 1996, 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, 1996 and 1995 (1)
Consolidated Statements of Partners' Capital
(Deficit) - For the years ended December 31, 1996,
1995 and 1994 (1)
Consolidated Statements of Operations - For the
years ended December 31, 1996, 1995 and 1994 (1)
Consolidated Statements of Cash Flows - For the
years ended December 31, 1996, 1995 and 1994 (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 on Schedule III F-2
(1) Incorporated by reference to the Partnership's Annual Report to Unitholders
for the year ended December 31, 1996, filed as an exhibit under Item 14.
(a)(3) Exhibits:
(3) 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).
(4) 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)).
(13) Annual Report to Unitholders for the year ended December 31, 1996.
(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:
On December 12, 1996, the Partnership filed a Form 8-K on the closing
of the Ridge 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: March 26, 1997
HUTTON/CONAM REALTY INVESTORS 81
BY: RI 81 Real EstateServices 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 26, 1997
BY: /S/ Paul L. Abbott
Paul L. Abbott
Director, President, Chief Executive
Officer and Chief Financial Officer
Date: March 26, 1997
BY: /S/ Donald Petrow
Donald Petrow
Vice President
Date: March 26, 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, LTD.
A General Partner
By: Continental American Development, Inc.
General Partner
Date: March 26, 1997
BY: /S/ Daniel J. Epstein
Daniel J. Epstein
Director and President
Date: March 26, 1997
BY: /S/ E. Scott Dupree
E. Scott Dupree
Vice President/Director
Date: March 26, 1997
BY: /S/ Robert J. Svatos
Robert J. Svatos
Vice President/Director
Date: March 26, 1997
BY: /S/ Ralph W. Tilley
Ralph W. Tilley
Vice President
Date: March 26, 1997
BY: /S/ J. Bradley Forrester
J. Bradley Forrester
Vice President
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