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, 1997
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
CONAM REALTY INVESTORS 3 L.P.
formerly known as
HUTTON/CONAM REALTY INVESTORS 3
Exact name of Registrant as specified in its charter
California 13-3176625
State or other jurisdiction of incorporation I.R.S. Employer Identification No.
1764 San Diego Avenue
San Diego, CA 92110 Attn.: Robert J. Svatos 92110-1906
Address of principal executive offices Zip Code
Registrant's telephone number, including area code (619) 297-6771
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 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, 1997.
PART I
Item 1. Business
(a) General Description of Business and Objectives
This Form 10-K contains forward looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results could differ materially from those
projected in or contemplated by the forward-looking statements as a result
of a number of factors, including those identified herein.
ConAm Realty Investors 3 L.P., formerly known as Hutton/ConAm Realty
Investors 3, (the "Partnership") is a California limited partnership formed
on July 14, 1983. ConAm Property Services IV, Ltd. ("CPS IV"), a
California limited partnership, and RI 3-4 Real Estate Services, Inc. ("RI
3-4"), a Delaware corporation, were the original co-general partners of the
Partnership. On January 27, 1998, CPS IV acquired RI 3-4's co-general
partner interest in the Partnership, effective July 1, 1997, pursuant to a
Purchase Agreement between CPS IV and RI 3-4 dated August 29, 1997. As a
result, CPS IV now serves as the sole general partner (the "General
Partner") of the Partnership. In conjunction with this transaction, the
name of the Partnership was changed from Hutton/ConAm Realty Investors 3 to
ConAm Realty Investors 3 L.P.
The Partnership was organized to engage in the business of acquiring,
operating and holding for investment multifamily residential properties.
The Partnership originally invested in three residential apartment
properties and two joint ventures, each of which owned a specified
property. As described below two properties have been sold. 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 Partnership's investment objectives and policies.
The Partnership'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 is the Partnership's objective
during its operational phase, while preservation and appreciation of
capital are the Partnership's long-term objectives. The attainment of the
Partnership'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 Partnership's properties are
located, especially with regard to achievement of capital appreciation.
From time to time the Partnership 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. Proceeds from any future sale, financing or
refinancing of properties will not be reinvested and may be distributed to
the Limited Partners and General Partner (sometimes referred to together
herein as the "Partners"), so that the Partnership will, in effect, be
self-liquidating. If deemed necessary, the Partnership may retain a
portion of the proceeds from any sale, financing or refinancing as capital
reserves. As partial payment for properties sold, the Partnership 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 Partnership utilized the net proceeds of its public
offering to acquire five residential apartment complexes (collectively, the
"Properties") either directly or through investments in joint ventures, 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; (3) Ponte Vedra Beach Village II, a
124-unit apartment complex, located in Ponte Vedra Beach, Florida; (4)
Country Place Village II, a 100-unit apartment complex, located in
Clearwater, Florida; and (5) Bernardo Point Apartments, a 200-unit
apartment complex, located in San Diego, California. On December 20, 1990,
Bernardo Point Apartments was sold to an unaffiliated institutional buyer
for $19,915,000, and on July 20, 1995, Country Place Village II was sold
for $3,890,000 to an unaffiliated institutional buyer.
The Partnership's mortgage loan secured by Autumn Heights was refinanced in
January 1994 and matures in January 2001. For information concerning the
Partnership's current mortgage indebtedness, see Note 5, "Mortgages
Payable," of the Notes to the Consolidated Financial Statements, included
herein by reference to the Partnership's Annual Report to Unitholders for
the fiscal year ended November 30, 1997, which is filed as an exhibit under
Item 14.
The Partnership considers itself to be engaged in only one industry
segment, real estate investment.
Competition
The Partnership'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 Partnership'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 Partnership 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 these markets. In some cases, the
Partnership may compete with properties owned by partnerships affiliated
with the General Partner.
For a discussion of current market conditions in the areas where the
Partnership's Properties are located, reference is made to the
Partnership's Annual Report to Unitholders for the fiscal year ended
November 30, 1997, which is filed as an exhibit under Item 14.
Employees
The Partnership has no employees. Services are provided by ConAm Services,
ConAm Management Corporation ("ConAm Management"), an affiliate of CPS IV,
as well as Service Data Corporation and First Data Investor Services Group,
both unaffiliated companies. The Partnership has entered into management
agreements pursuant to which ConAm Management provides management services
with respect to the Properties. First Data Investor Services Group had
been retained by the Partnership to provide all accounting and investor
communication functions, while Service Data Corporation provides transfer
agent services. Effective December 1, 1997, the accounting functions of
the Partnership have been transferred to the firm of Brock, Tibbetts, &
Snell, an unaffiliated company located in San Diego, California. See Item
13, "Certain Relationships and Related Transactions", for a further
description of the service and management agreements between the
Partnership and affiliated entities.
Item 2. Properties
For a description of the Partnership's Properties, a discussion of current
market conditions in 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, 1997, 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, included herein by reference to 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 Partnership 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, 1997, 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, 1997, the number of Unitholders of record was 3,767.
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 Partnership'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, 1997, 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, 1997, 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, 1997, the Partnership had cash and cash equivalents of
$796,824 that were invested in unaffiliated money market funds, a decrease
from $1,084,483 at November 30, 1996. The decrease is primarily
attributable to additions to real estate, mortgage principal payments and
cash distributions, all of which in total exceeded cash provided by
operating activities. The Partnership also maintains a restricted cash
balance, which totaled $109,843 at November 30, 1997, an increase from
$84,934 at November 30, 1996. The Partnership expects sufficient cash to
be generated from operations to meet its current operating expenses.
Distribution payable decreased from $222,222 at November 30, 1996 to
$146,659 at November 30, 1997. The decrease is primarily due to the
decline in the quarterly distribution level as a result of lower rental
revenue projections and the use of cash for capital improvements in 1997.
Accounts payable and accrued expenses totaled $218,266 at November 30,
1997, an increase from $156,786 at November 30, 1996. The increase is
primarily due to real estate tax accruals for Skyline Village, and higher
partnership administrative expenses.
The Partnership continues to perform various improvements at the Properties
which include roof replacements at Autumn Heights and Ponte Vedra Beach
Village II and exterior painting at Skyline Village. The anticipated costs
of the roof replacements at Autumn Heights and Ponte Vedra Beach Village II
are $100,000, and $200,000, respectively, and will be funded from the
Partnership's operating cash flow and cash reserves. It is expected that
work at these Properties will be finished by the end of the first quarter
of 1998. The Partnership will evaluate the need for additional improvement
work at the Properties on an ongoing basis.
The Partnership declared a cash distribution of $1.50 per Unit for the
quarter ended November 30, 1997 which was paid to investors on January 21,
1998. 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.
The General Partner is continuing to evaluate the sale potential of the
remaining properties and other options with respect to the Partnership's
investments. One of these options includes refinancing certain loans
secured by the properties in order to return capital to the limited
partners on a tax-free basis and lock in favorable fixed interest rates.
This would also potentially enhance the marketability of the properties,
while enabling the Partnership to take advantage of possible future
property appreciation. The Partnership's ability to sell the properties is
dependent upon a variety of factors, many of which are not within the
Partnership's control. There can be no assurance that any specific
property or all the properties can be sold, that particular prices will be
achieved, or that the Properties can be sold within a specific time frame.
Results of Operations
1997 versus 1996
Partnership operations for the fiscal year ended November 30, 1997 resulted
in a net loss of $195,483 compared with net income $354,135 in fiscal 1996.
The change from net income in 1996 to a net loss in 1997 is due primarily
to a decline in rental income, an increase in property operating expenses
and the write-off of the remaining basis of the roofs replaced in fiscal
1997. Net cash provided by operating activities decreased to $921,300 for
the fiscal year ended November 30, 1997, from $1,205,239 in fiscal 1996.
The decrease is primarily due to the decline in net income, as discussed
above.
Rental income for the fiscal year ended November 30, 1997 was $3,593,135
compared with $3,688,364 in fiscal 1996. The decrease is primarily due to
lower occupancy and rental rates at Autumn Heights. Interest income
totaled $38,921 for the fiscal year ended November 30, 1997 compared to
$57,109 in fiscal 1996. The decrease is due to the Partnership maintaining
lower average cash balances in the 1997 period when compared to the 1996
period.
Property operating expenses increased to $1,838,576 for the fiscal year
ended November 30, 1997, from $1,581,543 for fiscal 1996. The increase is
primarily attributable to higher repairs and maintenance expenses at all
three properties for flooring and carpet replacement, and other interior
and exterior repairs. The increase is also due to higher rental
administration costs for each property.
General and administrative expenses increased from $152,783 for the fiscal
year ended November 30, 1996 to $177,129 in fiscal 1997. The increase is
primarily due to an increase in expenses for Partnership accounting, tax
and other administrative services. During the 1997 period, certain
expenses incurred by RI 3-4, its affiliates, and an unaffiliated third
party service provider in servicing the Partnership, which were voluntarily
absorbed by affiliates of RI 3-4 in prior periods, were reimbursable to RI
3-4 and its affiliates.
1996 versus 1995
Partnership operations for the fiscal 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 fiscal 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
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 average cash balances in the 1996 period compared to the
1995 period.
Property operating expenses declined to $1,581,543 for the fiscal 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.
The average occupancy levels at each of the properties owned for the full
year during the years ended November 30, 1997, 1996 and 1995 were as
follows:
Twelve Months Ended November 30,
Property 1997 1996 1995
Autumn Heights 92% 96% 96%
Ponte Vedra Beach Village II 95% 95% 93%
Skyline Village 97% 93% 94%
New Accounting Pronouncements
The Financial Accounting Standards Board also issued SFAS No. 129,
"Disclosure of Information about Capital Structure," SFAS No. 130,
"Reporting Comprehensive Income," and SFAS No. 131, "Disclosure about
Segments of an Enterprise and Related Information." These statements,
which are effective for fiscal years beginning after December 15, 1997,
expand or modify disclosures and, accordingly, will have no impact on the
Partnership's reported financial position, results of operations or cash
flows.
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, 1997, 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
Effective December 1, 1997, the Partnership advised Coopers & Lybrand
L.L.P. that it was changing accounting firms and engaged KPMG Peat Marwick
LLP.
Coopers & Lybrand L.L.P.'s report on the financial statements for the years
ended December 31, 1996 and December 31, 1995 contained no adverse opinion
or disclaimer of opinion and was not qualified as to uncertainty, audit
scope or accounting principles. There have been no disagreements with
Coopers & Lybrand L.L.P. on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope procedure.
The decision to change accountants was approved by CPS IV, Ltd. and RI 3-4,
Inc., the General Partners of the Partnership at that time.
PART III
Item 10. Directors and Executive Officers of the Partnership
The Partnership has no officers or directors. CPS IV, the General Partner
of the Partnership, manages and controls the affairs of the Partnership and
has general responsibility and authority in all matters affecting its
business.
ConAm Property Services IV, Ltd. ("CPS IV") is a California limited
partnership organized on August 30, 1982. The sole general partner of CPS
IV 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 and Director
Robert J. Svatos Vice President and Director
Ralph W. Tilley Vice President
J. Bradley Forrester Vice President
Daniel J. Epstein, 58, has been the President and a Director of ConAm
Development. and a general partner of Continental American Properties, Ltd.
("ConAm"), an affiliate of ConAm Services, since their inception. He is
also Chairman and Chief Executive Officer of ConAm Management. Prior to
organizing ConAm, 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, 47, 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, 39, 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, 43, 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 LLP, 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, 40, is the President of ConAm Management. He is
currently responsible for overseeing all aspects of the operations of the
firm. His primary focus is on new business related activities including
property acquisitions, property development and rehabilitation, and the
acquisition of other property management companies. 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 LLP 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.
Item 11. Executive Compensation
Neither the General Partner nor any of its directors or executive officers
received any compensation from the Partnership. See Item 13 of this report
for a description of certain costs of the General Partner and its
affiliates reimbursed by the Partnership.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of November 30, 1997, no person was known by the Partnership to be the
beneficial owner of more than five percent of the Units of the Partnership.
Neither the General Partner nor any of its executive officers or directors
own any Units.
Item 13. Certain Relationships and Related Transactions
RI 3-4 and CPS IV received a total $53,327 as the General Partners'
allocable share of Net Cash from Operations with respect to the fiscal year
ended November 30, 1997. Pursuant to the Certificate and Agreement of
Limited Partnership of the Partnership, for the fiscal year ended November
30, 1997, $1,955 of the Partnership's net loss was allocated to CPS IV and
RI 3-4. For a description of the share of Net Cash From Operations and the
allocation of income and loss to which the General Partner and former co-
General Partner are entitled, reference is made to Note 3 to the
Consolidated Financial Statements, included in the Partnership's Annual
Report to Unitholders for the year ended November 30, 1997, which is filed
as an exhibit under item 14. Effective July 1, 1997, all General Partner
allocations will be made solely to CPS IV.
The Partnership 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, strategic asset management and
related services. For such services, ConAm Management is entitled to
receive a management fee equal to five percent of gross revenues. A
summary of property management fees earned by ConAm Management during the
past three fiscal years is incorporated by reference to Note 7 to the
Consolidated Financial Statements, included in the Partnership's Annual
Report to Unitholders for the fiscal year ended November 30, 1997, which is
filed as an exhibit under Item 14.
Pursuant to Section 12(g) of the Partnership's Certificate and Agreement of
Limited Partnership, the General Partner may be reimbursed by the
Partnership for certain of its costs. A summary of amounts paid to the
General Partners or their affiliates during the past three years is
incorporated by reference to Note 7, "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, 1997, 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, 1997 and 1996 (1)
Consolidated Statements of Operations - For the years
ended November 30, 1997, 1996 and 1995 (1)
Consolidated Statements of Partners' Capital (Deficit)
- For the years ended November 30, 1997, 1996 and 1995 (1)
Consolidated Statements of Cash Flows - For the years
ended November 30, 1997, 1996 and 1995 (1)
Notes to the Consolidated Financial Statements (1)
Independent Auditors' Report (1)
Report of Former Independent Accountants (1)
(a)(2) Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation (F-1)
Independent Auditors' Report (F-2)
Report of Former Independent Accountants (F-3)
(1) Incorporated by reference to the Partnership's Annual Report to
Unitholders for the fiscal year ended November 30, 1997, 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 Partnership'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 Partnership'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
Partnership'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
Partnership'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 Partnership'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
Partnership'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
Partnership'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 Partnership'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
Partnership'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
Partnership'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, 1997.
(22) List of Subsidiaries - Joint Ventures (included as, and
incorporated herein by reference to, Exhibit 22 to the
Partnership'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 Partnership'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:
On December 1, 1997, the Partnership filed a Form 8-K reporting
the change in Partnership's Certifying Accountants.
On February 3, 1998, the Partnership filed a Form 8-K disclosing
the sale of RI 3-4's co-General Partner interest in the
Partnership to CPS IV.
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, 1998
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 capacities and on the dates indicated.
CONAM PROPERTY SERVICES IV, LTD.
A General Partner
By: Continental American Development, Inc.
General Partner
Date: February 28, 1998
BY: /s/ Daniel J. Epstein
Daniel J. Epstein
Director, President and
Principal Executive Officer
Date: February 28, 1998
BY: /s/ E. Scott Dupree
E. Scott Dupree
Vice President and Director
Date: February 28, 1998
BY: /s/ Robert J. Svatos
Robert J. Svatos
Vice President and Director
Date: February 28, 1998
BY: /s/ Ralph W. Tilley
Ralph W. Tilley
Vice President
Date: February 28, 1998
BY: /s/ J. Bradley Forrester
J. Bradley Forrester
Vice President