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, 1997
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
CONAM REALTY INVESTORS 81 L.P.
formerly known as
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 Identification No.
incorporation or organization
1764 San Diego Avenue 92110
San Diego, CA Attn: Robert J. Svatos Zip code
Address of principal executive offices
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 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 Parts I, II, III and IV are incorporated by reference to the
Partnership's Annual Report to Unitholders for the year ended December 31,
1997. PART I
Item 1. Business
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 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 81 L.P., formerly Hutton/ConAm Realty Investors 81 (the
"Partnership") is a California limited partnership formed on April 30, 1981.
ConAm Property Services Ltd. ("CPS"), a California limited partnership, and RI
81 Real Estate Services Inc. ("RI 81"), a Delaware corporation, were the
original co-general partners of the Partnership. On October 8, 1997, CPS
acquired RI 81's co-general partner interest in the Partnership, effective July
1, 1997, pursuant to a Purchase Agreement between CPS and RI 81 dated August
29, 1997. As a result, CPS 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 81
to ConAm Realty Investors 81 L.P.
The Partnership was organized to engage in the business of acquiring, operating
and holding for investment multi-family residential properties. The Partnership
originally invested in two joint ventures and three limited partnerships, each
of which was formed to own a specified property. As described below, three
properties have been sold. 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 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) distributions 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
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) Las
Colinas Apartments I and II, a 300-unit apartment complex located in
Scottsdale, Arizona; (2) Tierra Catalina, a 120-unit apartment complex located
in Tucson, Arizona; (3) Ridge Park, a 100-unit apartment complex located in
Tulsa, Oklahoma; (4) Cedar Bay Village, a 42-unit apartment complex located in
Altamonte Springs, Florida; and (5) Kingston Village, a 120-unit complex
located in Altamonte Springs, Florida. On July 20, 1995, Cedar Bay Village and
Kingston Village were sold to an unaffiliated institutional buyer for
$1,410,622 and $5,370,000, respectively. On November 27, 1996, Ridge Park
Apartments was sold to an unaffiliated institutional investor for $3,385,000.
The Partnership's mortgage loans secured by Las Colinas I and II and Tierra
Catalina were refinanced in August 1992 and mature in September 1999. For
information concerning the Partnership's current mortgage indebtedness, see
Note 5, "Mortgages Payable," of the Notes to the Consolidated Financial
Statements, included in the Partnership's Annual Report to Unitholders for the
year ended December 31, 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 reflect some seasonality, which is typical of these markets. In
some cases, Partnership properties may compete with properties owned by other
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
1997 Annual Report to Unitholders for the year ended December 31, 1997, which
is filed as an exhibit under Item 14.
Employees
The Partnership has no employees. Services are provided by CPS, ConAm
Management Corporation ("ConAm Management"), an affiliate of CPS, as well as
Service Data Corporation and First Data Investor Services Group, both
unaffiliated companies. The Partnership has entered into property 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 Partnership to provide all accounting and investor
communication functions, while Service Data Corporation provides transfer agent
services. Effective January 1, 1998, 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 and 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 year-ended December 31, 1997, which is filed as an exhibit to Item 14. For
information on the purchase of the Properties, reference is made to Note 4 to
the Consolidated Financial Statements included herein by reference to the
Partnership's Annual Report to Unitholders. Average occupancy rates 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 year ended December 31, 1997, 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, 1997, the number of Unitholders of record was 3,461.
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 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 years is incorporated by reference to the
Partnership's Annual Report to Unitholders for the year ended December 31,
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. Reference is made to
Item 7 for a discussion of the General Partner's 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, 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 December 31, 1997, the Partnership had cash and cash equivalents of
$1,388,845 that were invested in unaffiliated money market funds, compared with
$2,741,077 at December 31, 1996. The decrease is primarily due to cash used
for distributions and mortgage principal payments exceeding cash provided by
operating activities, and a decrease in cash flow from operations due to the
sale of Ridge Park Apartments ("Ridge Park") in November 1996. The Partnership
also maintains a restricted cash balance, which totaled $430,849 at December
31, 1997, an increase from $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. The increase in
restricted cash is attributable to payments made to the escrow accounts for
real estate taxes and property improvements. The Partnership expects
sufficient cash to be generated from operations to meet its current operating
expenses and debt service requirements.
Distribution payable decreased from $1,478,811 at December 31, 1996 to $160,929
at December 31, 1997. The decrease is primarily attributable to the payment of
the special cash distribution on February 27, 1997, which represented net
proceeds from the sale of Ridge Park in November 1996. The decrease is also
due to a decline in the quarterly distribution level to reflect reduced cash
flow from the remaining properties.
Accounts payable and accrued expenses totaled $202,484 at December 31, 1997,
compared to $177,414 at December 31, 1996. The increase is primarily
attributable to differences in the timing of payments and accruals for audit
fees and appraisal fees, and a change in billing methods for Partnership
administrative services.
The General Partner declared a cash distribution of $1.85 per Unit for the
quarter ended December 31, 1997 which was paid to investors on February 13,
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 Partnership continues to perform various exterior and interior improvements
at the Partnership's remaining properties, Las Colinas I & II and Tierra
Catalina. These improvements include landscaping, carpet and appliance
replacement in selected units and other repairs to prepare vacant units for
occupancy. Such improvements are funded from the Partnership's cash reserves.
The General Partner will evaluate the need for additional improvement work at
the Properties on an ongoing basis.
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 the 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 future 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 can be achieved, or that the Properties can be sold within a
specific time frame.
Results of Operations
1997 versus 1996
Partnership operations for the year ended December 31, 1997 resulted in a net
loss of $8,210 compared with net income of $1,285,707 in 1996. The change from
net income in 1996 to a net loss in 1997 is attributable to the gain of
$1,410,622 recognized on the sale of Ridge Park during 1996. Excluding the
gain, the Partnership generated a net loss from operations of $124,915 in 1996.
Rental income for the year ended December 31, 1997, was $3,196,975 compared
with $3,622,403 for 1996. The decrease reflects the sale of Ridge Park in
November 1996. Partially offsetting the decrease was an increase in rental
income at Las Colinas and Tierra Catalina due to an increase in rental rates at
both properties and an increase in occupancy at Tierra Catalina. Interest and
other income totaled $102,512 in 1997 compared with $91,282 in 1996. The
increase is attributable to the Partnership maintaining a higher average cash
balance in 1997.
Total expenses for the year ended December 31, 1997 were $3,307,697 compared
with $3,838,600 in 1996. Property operating expenses decreased from $1,817,928
in 1996 to $1,520,450 in 1997, reflecting the decline in operating expenses
primarily resulting from the sale of Ridge Park. Interest expense and
depreciation and amortization also decreased from 1996 to 1997 primarily due to
the sale of Ridge Park.
General and administrative expenses increased from 1996 to 1997 due primarily
to a change in the billing method for certain Partnership administrative
services and an increase in professional consulting fees.
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 was 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 and other
income totaled $91,282 in 1996 compared with $102,535 in 1995. The decrease
was 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.
The average occupancy levels at each of the remaining Properties for the years
ended December 31, 1997, 1996 and 1995 were as follows:
Twelve Months Ended December 31,
Property 1997 1996 1995
--------------------------------------------------------
Las Colinas I & II 96% 96% 93%
Tierra Catalina 92% 90% 93%
--------------------------------------------------------
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 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 year ended December 31, 1997, which is filed as an exhibit under Item 14.
Supplementary Data is incorporated by reference to page F-1 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 and RI 81, the general
partners of the Partnership at that time.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no officers or directors. CPS, 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.
CPS is a California limited partnership organized on December 11, 1980. The
general partners of CPS are Continental American Development, Inc. ("ConAm
Development") and ConAm Development Corporation ("ConAm Corp.") The names and
positions held by the directors and executive officers of both ConAm
Development and ConAm Corp. 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 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 ConAm Corp. 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 in 1994, 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 for three years. 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
Except as indicated in this paragraph, no person was known by the Partnership
to be the beneficial owner of more than five percent of the outstanding Units
of the Partnership at March 1, 1998. Based on a Schedule 13D filed jointly
with the Securities and Exchange Commission under the Securities Exchange Act
of 1934 on November 26, 1997 (the Schedule 13D"), Everest Investors LLC
("Investors"), KM Investments, LLC ("KM"), Everest Properties, Inc.
("Properties") and Everest Properties II, LLC ("Properties II"), hold an
aggregate of 4,513 Units, representing approximately 5.8% of the outstanding
Units. The Units are held by Investors as to 3,455 Units, by KM as to 1,048
Units and by Properties as to 10 Units. According to the Schedule 13D,
Properties is the manager of Investors and Properties II is the manager of KM.
Because of such relationships, the Schedule 13D states that Properties and
Properties II ,may be deemed to be beneficial owners of the Units held by
Investors and KM, respectively. The persons filing the Schedule 13D deny the
existence of a "group" within the meaning of Section 13(d)(3) of the Securities
and Exchange Act of 1934 and each such person disclaims beneficial ownership of
Units held by the other persons filing the Schedule 13D. The Schedule 13D
discloses, however, that the individuals who perform management services for
Properties and Properties II are substantially the same and that Investors and
KM have entered into an agreement to share information in connection with the
offer and sale of Units. According to the Schedule 13D, the address of each of
Investors, KM, Properties and Properties II is 199 South Los Robles Avenue,
Suite 440, Pasadena, CA 91101.
The General Partner owns 66 Units, as required by the terms of the
Partnership's public offering of Units. In addition, at March 1, 1998, Daniel
J. Epstein, President and Director of CPS, owned twenty Units. No other
directors or executive officers of the General Partner own any Units.
Item 13. Certain Relationships and Related Transactions
RI 81 and CPS received a total of $64,372 as the General Partners' allocable
share of Net Cash from Operations with respect to the year ended December 31,
1997. Pursuant to the Amended and Restated Certificate and Agreement of
Limited Partnership of the Partnership, for the year ended December 31, 1997,
$82 of the Partnership's net loss was allocated to CPS and RI 81. 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
December 31, 1997, which is filed as an exhibit under Item 14. Effective July
1, 1997, all General Partner allocations were made solely to CPS.
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 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 of five percent of gross
revenues. A summary of property management fees earned by ConAm Management
during the past three years is incorporated by reference to Note 7 to the
Consolidated Financial Statements, incorporated herein by reference to the
Partnership's Annual Report to Unitholders for the year ended December 31,
1997, which is filed as an exhibit under Item 14.
Pursuant to Section 12(g) of the Partnership's Amended and Restated 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 to the Consolidated Financial Statements,
included in the Partnership's Annual Report to Unitholders for the fiscal year
ended December 31, 1997, 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, 1997 and 1996 (1)
Consolidated Statements of Operations - For the years ended
December 31, 1997, 1996 and 1995 (1)
Consolidated Statements of Partners' Capital (Deficit) - For the
years ended December 31, 1997, 1996 and 1995 (1)
Consolidated Statements of Cash Flows - For the years ended
December 31, 1997, 1996 and 1995 (1)
Notes to the Consolidated Financial Statements (1)
Independent Auditors' Report (1)
Report of Former Independent Accountants (1)
(a)(3) 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 year ended December 31, 1997, filed as an exhibit
under Item 14.
(a) (3) Exhibits:
(3) (A) Amended and Restated Certificate and Agreement of Limited Partnership
(included as, and incorporated herein by reference to, Exhibit A to the
Prospectus of Registrant dated June 24, 1981 (the "Prospectus"),
contained in Amendment No. 2 to Registration Statement, No. 2-70331, of
Registrant filed June 24, 1981, (the "Registration Statement"), and in
Amendment No. 1 to Registration Statement, No. 2-73558, of Registrant
filed August 20, 1981).
(B) Subscription Agreement and Signature Page (included as, and
incorporated herein by reference to, Exhibit B to the Prospectus).
(10)(A) Financing Documents relating to Las Colinas I and II (Promissory Note,
Deed of Trust, Assignment of Rents and Leases) (included as, and
incorporated herein by reference to, Exhibit 10-I to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992
(Commission file No. 0-10223)).
(B) Financing Documents relating to Ridge Park (Promissory Note, Deed of
Trust, Assignment of Rents and Leases) (included as, and incorporated
herein by reference to, Exhibit 10-J to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992 (Commission
file No. 0-10223)).
(c) Financing Documents relating to Tierra Catalina (Promissory Note, Deed
of Trust, Assignment of Rents and Leases) (included as, and
incorporated herein by reference to, Exhibit 10-K to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992
(Commission file No. 0-10223)).
(D) Settlement Agreement by and among the Managing Joint Venturers and the
Epoch Joint Venturers dated July 1, 1992 (included as, and
incorporated herein by reference to, Exhibit 10.I to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1992 (Commission file No. 0-10223)).
(E) Agreement of Limited Partnership of RI-81 Las Colinas Limited
Partnership dated as of July 1, 1992 (included as, and incorporated
herein by reference to, Exhibit 10.2 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1992
(Commission file No. 0-10223)).
(F) Agreement of Limited Partnership of RI-81 Tierra Catalina Limited
Partnership dated as of July 1, 1992 (included as, and incorporated
herein by reference to, Exhibit 10.3 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1992
(Commission file No. 0-10223)).
(G) Amended and Restated Agreement of Limited Partnership of Ridge Park
Associates Limited Partnership dated as of April 23, 1992 (included
as, and incorporated herein by reference to, Exhibit 10.4 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1992 (Commission file No. 0-10223)).
(H) Property Management Agreement between Hutton/ConAm Realty Investors 81
and ConAm Management Corp. for the Las Colinas I & II properties
(included as, and incorporated herein by reference to Exhibit 10-L to
the Registrant's Annual Report on Form 10-K for the year ended December
31, 1993 (Commission file No. 0-10223)).
(I) Property Management Agreement between Hutton/ConAm Realty Investors 81
and ConAm Management Corp. for the Tierra Catalina property (included
as, and incorporated herein by reference to Exhibit 10-M to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1993 (Commission file No. 0-10223)).
(13) Annual Report to Unitholders for the year ended December 31, 1997.
(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 15, 1997 the Partnership filed a Form 8-K reporting the
change in Partnership's Certifying Accountants.
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 25, 1998
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 capacities and on the dates indicated.
CONAM PROPERTY SERVICES, LTD.
A General Partner
By: Continental American Development, Inc.
General Partner
Date: March 25, 1998
BY: /s/ Daniel J. Epstein
Daniel J. Epstein
Director, President and
Principal Executive Officer
Date: March 25, 1998 BY: /s/ E. Scott Dupree
E. Scott Dupree
Vice President and Director
Date: March 25, 1998
BY: /s/ Robert J. Svatos
Robert J. Svatos
Vice President and Director
Date: March 25, 1998
BY: /s/ Ralph W. Tilley
Ralph W. Tilley
Vice President
Date: March 25, 1998
BY: /s/ J. Bradley Forrester
J. Bradley Forrester
Vice President