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 from _____ to _____
Commission file number: 0-11085
CONAM REALTY INVESTORS 2 L.P.
formerly known as
HUTTON/CONAM REALTY INVESTORS 2
Exact name of Registrant as specified in its charter
California 13-3100545
State or other jurisdiction of I.R.S. Employer
incorporation or organization 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 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 herein 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 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 2 L.P., formerly known as Hutton/ConAm Realty Investors
2 (the "Partnership"), is a California limited partnership formed on October 8,
1992. ConAm Property Services II, Ltd. ("CPS II"), a California limited
partnership, and RI 2 Real Estate Services Inc. ("RI 2"), a Delaware
corporation, were the original co-general partners of the Partnership. On
January 27, 1998, CPS II acquired RI 2's co-general partner interest in the
Partnership, effective July 1, 1997, pursuant to a Purchase Agreement between
CPS II and RI 2 dated August 29, 1997. As a result, CPS II 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 2 to ConAm Realty Investors 2 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 four joint ventures and one limited partnership, each of
which was formed to own a specified residential apartment property. As
described below one property has 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) 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
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")
through investments in four joint ventures and one limited partnership, as
follows: (1) Creekside Oaks, a 120-unit apartment complex located in
Jacksonville, Florida; (2) Ponte Vedra Beach Village I, a 122-unit apartment
complex located in Ponte Vedra Beach, Florida; (3) Rancho Antigua, a 220-unit
apartment complex located in the McCormick Ranch area of Scottsdale, Arizona;
(4) Village at the Foothills I, a 60-unit apartment complex located in Tucson,
Arizona, and; (5) Country Place Village I, an 88-unit apartment complex located
in Clearwater, Florida. On July 20, 1995, Country Place Village I, was sold to
an unaffiliated institutional buyer for $3,665,000.
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 all
four Properties reflect some seasonality, which is typical in the markets in
which they are located. 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
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 II, ConAm
Management Corporation ("ConAm Management"), an affiliate of CPS II, 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 had 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 were 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 December 31, 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 December 31, 1997, no matter
was submitted to a vote of Unitholders 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 3,967.
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
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.
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
$1,109,506, that were invested in unaffiliated money market funds, an increase
from $962,290 at December 31, 1996. The increase is attributable to net cash
provided by operating activities exceeding cash used for distributions,
mortgage principal payments, and additions to investments in real estate. The
Partnership also maintains a restricted cash balance, which totaled $342,282 at
December 31, 1997, an increase from $317,268 at December 31, 1996, representing
escrows for insurance and real estate taxes required under the terms of the
current mortgage loans. The Partnership expects sufficient cash to be
generated from operations to meet its current operating expenses.
Accounts payable and accrued expenses totaled $197,443 at December 31, 1997, an
increase from $127,810 at December 31, 1996. The increase is primarily due to
differences in the timing of payments between the two periods.
Distribution payable decreased from $200,000 at December 31, 1996 to $0 at
December 31, 1997. The decrease reflects the suspension of quarterly
distributions commencing in the first quarter of 1997 in order to fund roof
replacements at Ponte Vedra Beach Village I. In future quarters, the General
Partner will assess the Partnership's ability to reinstate cash distributions
based on the Partnership's operating results and future cash needs.
The Partnership continues to perform various improvements at the Properties,
which include roof replacements at Ponte Vedra Beach Village I. Other repair
work was also performed to prepare vacant units for reoccupancy. Existing
problems with the roofs at Ponte Vedra Beach Village I were aggravated by
severe tropical rain storms late in 1996. The roof replacements were
substantially completed in September 1997 at a cost of approximately $400,000
which was funded from the Partnership's operating cash flow and cash reserves.
The Partnership 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 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 year ended December 31, 1997 resulted in a net
loss of $202,655 compared with a net loss of $2,600 in 1996. The higher net
loss in 1997 is due primarily to an increase in property operating expenses and
the write-off of the remaining basis of the roofs replaced in 1997. Net cash
provided by operating activities decreased to $979,104 for the year ended
December 31, 1997, from $1,333,646 in 1996. The decrease is primarily due to
the higher net loss in 1997, as discussed above, and a reduction in the amount
of restricted cash released.
Rental income for the year ended December 31, 1997 was $4,327,499, up slightly
from $4,264,370 in 1996, primarily as a result of increases in rental rates at
Rancho Antigua and Creekside Oaks. Interest and other income totaled $56,229
for the year ended December 31, 1997, largely unchanged from $63,467 in 1996.
Property operating expenses increased to $2,329,300 for the year ended December
31, 1997, from $2,222,474 for 1996. The increase is primarily attributable to
higher repairs and maintenance expenses at Ponte Vedra Beach Village I and
Rancho Antigua, and higher landscaping costs at Rancho Antigua. The increase
is also due to higher rental administration costs at both properties.
General and administrative expenses increased from $181,896 for the year ended
December 31, 1996 to $213,441 in 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 2, its
affiliates, and an unaffiliated third party service provider in servicing the
Partnership, which were voluntarily absorbed by affiliates of RI 2 in prior
periods, were reimbursable to RI 2 and its affiliates.
1996 versus 1995
Partnership operations for the year ended December 31, 1996 resulted in a net
loss of $2,600, compared with a net loss of $112,522 in 1995. As a result of
the sale of Country Place Village I in July 1995, the Partnership realized a
gain of $232,402. Excluding this gain, the Partnership incurred a loss from
operations of $344,924 for the year ended December 31, 1995. The decline in net
loss is primarily the result of a decline in property operating expenses and
other expense categories due to the sale of Country Place Village I in July
1995.
Rental income totaled $4,264,370 for the year ended December 31, 1996 compared
with $4,448,549 in 1995. The decrease is primarily due to the sale of Country
Place Village I in July 1995. This was partially offset by increases in rental
income at Creekside Oaks, Rancho Antigua and Ponte Vedra Beach Village I,
primarily reflecting rental rate increases instituted during the year.
Property operating expenses totaled $2,222,474 for the year ended December 31,
1996, compared with $2,515,717 in 1995. The decrease is primarily due to the
sale of Country Place Village I, and lower repairs and maintenance expenses at
Creekside Oaks. This was partially offset by an increase in repairs and
maintenance expenses at Ponte Vedra Beach Village I. Interest expense and
depreciation and amortization expense both decreased from 1995, primarily due
to the sale of Country Place Village I. General and administrative expense
totaled $181,896 for the year ended December 31, 1996 compared with $222,881
for the year ended December 31, 1995. The decrease primarily reflects a
reduction in legal expenses and lower Partnership administrative expenses in
the 1996 period.
The average occupancy levels at each of the properties owned for the full year
during the years ended December 31, 1997, 1996 and 1995 were as follows:
Twelve Months Ended December 31,
-----------------------------------------------------------
Property 1997 1996 1995
Creekside Oaks 95% 94% 93%
Ponte Vedra Beach Village I 93% 95% 96%
Rancho Antigua 94% 94% 92%
Village at the Foothills I 92% 94% 95%
-----------------------------------------------------------
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 December 31, 1997, which is filed as an exhibit under
Item 14. Supplementary Data is incorporated by reference to 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 II and RI 2, 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 II, 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 II, Ltd. ("CPS II") is a California limited partnership
organized on August 30, 1982. The general partners of CPS II are Continental
American Development, Inc. ("ConAm Development") and ConAm Development Corp.
("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 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 CPS II, 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
As of March 1, 1998, 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
Pursuant to the Certificate and Agreement of Limited Partnership of the
Partnership, for the year ended December 31, 1997, $2,027 of the Partnership's
net loss was allocated to CPS II and RI 2. 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 will be made solely to CPS II.
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 December 31, 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 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
(a)(1) Financial Statements: Page
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)(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 year ended December 31, 1997 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 July 9, 1982 (the "Prospectus"),
contained in Amendment No. 1 to Registration Statement, No. 2-75519,
of Registrant filed July 9, 1982).
(4) Subscription Agreement and Signature Page (included as, and
incorporated herein by reference to, Exhibit B to the Prospectus).
(10)(A) Settlement Agreement by and among the Managing Joint Venturers and
the Epoch Joint Venturers dated July 1, 1992 (included as, and
incorporated herein by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q (Commission File No. 0-11085)).
(B) Amended and Restated Agreement of General Partnership of Country
Place Village I Joint Venture 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 (Commission File No. 0-
11085)).
(C) Amended and Restated Agreement of General Partnership of Creekside
Oaks Joint Venture dated as of July 1, 1992 (included as, and
incorporated herein by reference to Exhibit 10.3 to the Registrant's
Quarterly Report on Form 10-Q (Commission File No. 0-11085)).
(D) Amended and Restated Agreement of General Partnership of Ponte Vedra
Beach Village I dated July 1, 1992 (included as, and incorporated
herein by reference to Exhibit 10.4 of the Registrant's Quarterly
Report on Form 10-Q (Commission File No. 0-11085)).
(E) Joint Venture Agreement of Rancho Antigua (included as, and
incorporated herein by reference to Exhibit 10(M) to the Registrant's
1991 Annual Report on Form 10-K for the year ended December 31, 1991
(Commission File No. 0-11085)).
(F) Amended and Restated Agreement of General Partnership of Village at
the Foothills I Joint Venture Limited Partnership dated July 1, 1992
(included as, and incorporated herein by reference to Exhibit 10.5
to the Registrant's Quarterly Report on Form 10-Q (Commission File
No. 0-11085)).
(G) Property Management Agreement between Creekside Oaks Joint Venture
and ConAm Management Corporation for the Creekside Oaks property
(included as, and incorporated herein by reference to Exhibit 10-G
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993 (Commission File No. 0-11085)).
(H) Property Management Agreement between Ponte Vedra Beach Joint
Venture and ConAm Management Corporation for the Ponte Vedra Beach
Village I property (included as, and incorporated herein by
reference to Exhibit 10-H to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1993 (Commission File No. 0-
11085)).
(I) Property Management Agreement between Rancho Antigua Joint Venture
and ConAm Management Corporation for the Rancho Antigua property
(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, 1993 (Commission File No. 0-11085)).
(J) Property Management Agreement between Country Place Village I Joint
Venture and ConAm Management Corporation for the Country Place
Village I property (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, 1993 (Commission File No.
0-11085)).
(K) Property Management Agreement between Village at the Foothills I
Joint Venture and ConAm Management for the Village at the Foothills
I property (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, 1993 (Commission File No. 0-11085)).
(L) Loan Documents: Mortgage and Security Agreement, Promissory Note
and Assignment of Rents and Leases with respect to the refinancing
of Country Place Village I, between Registrant and The Penn Mutual
Insurance Company (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. 0-11085)).
(M) Loan Documents: Mortgage and Security Agreement, Promissory Note
and Assignment of Rents and Leases with respect to the refinancing
of Creekside Oaks, between Registrant and The Penn Mutual Insurance
Company (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. 0-11085)).
(N) Loan Documents: Mortgage and Security Agreement, Promissory Note
and Assignment of Rents and Leases with respect to the refinancing
of Ponte Vedra Beach Village I, between Registrant and The Penn
Mutual Insurance Company (included as, and incorporated herein by
reference to Exhibit 10-N to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1993 (Commission File No.
0-11085)).
(O) Loan Documents: Deed of Trust and Assignment of Rents with Security
Agreement and Financing Statement with respect to the refinancing of
Rancho Antigua, between Registrant and The Penn Mutual Insurance
Company (included as, and incorporated herein by reference to
Exhibit 10-O to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993 (Commission File No. 0-11085)).
(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 Annual Report
for the year ended December 31, 1995, on Form 10-K (Commission File
No. 0-11085)).
(27) Financial Data Schedule
(99) Portions of Prospectus of Registrant dated July 9, 1983 (included as,
and incorporated herein by reference to Exhibit 28 of the Registrant's
1988 Annual Report filed on Form 10-K for the fiscal year ended
December 31, 1988 (Commission File No. 0-11085)).
(b) Reports on Form 8-K:
On December 15, 1997, and as amended on December 17, 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 2's co-General Partner interest in the Partnership to CPS
II.
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 II, 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 II, 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