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: 0-13329
CONAM REALTY INVESTORS 4 L.P.
formerly known as
HUTTON/CONAM REALTY INVESTORS 4
Exact name of Registrant as specified in its charter
California 11-2685746
State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization
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 4 L.P., formerly known as Hutton/ConAm Realty Investors
4 (the "Partnership") is a California limited partnership formed on January 13,
1984. 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
October 8, 1997, 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 4 to ConAm Realty Investors 4 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 three limited
partnerships, each of which was formed to own a specified property. As
described below, four 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) 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 General Partner and Limited Partners
(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 six residential apartment complexes (collectively, the "Properties"),
either directly or through investments in limited partnerships or joint
ventures as follows: (1) Village at the Foothills II, a 120-unit apartment
complex located in Tucson, Arizona; (2) Shadowood Village, a 110-unit apartment
complex located in Jacksonville, Florida; (3) Pelican Landing, a 204-unit
apartment complex located in Clearwater, Florida; (4) River Hill, a 192-unit
apartment complex located in Tulsa, Oklahoma; (5) Cypress Lakes, a 176-unit
apartment complex located in Deerfield Beach, Florida; and (6) Trails at
Meadowlakes, a 189-unit apartment complex located in Fort Lauderdale, Florida.
On July 19, 1995, the Partnership sold Cypress Lakes and Trails at Meadowlakes
to an unaffiliated buyer for sales prices of $8,825,000 and $8,940,000,
respectively. On August 6, 1997, the Partnership sold River Hill to an
unaffiliated buyer for $7,275,000. On December 30, 1997, the Partnership sold
Pelican Landing to an unaffiliated buyer for $13,400,000. For further
information on each of the Properties, see Note 4 to the Consolidated Financial
Statements incorporated herein by reference to the Partnership's Annual Report
to Unitholders for the year ended December 31, 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 also
reflected in the markets. In some cases, Partnership properties may compete
with other properties owned by partnerships affiliated with the General Partner
of the Partnership.
For a discussion of current market conditions in each of 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 IV, 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 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 and 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 each of the areas where the Properties are located and
appraised values, reference is made to the Partnership's Annual Report to
Unitholders for the year ended January 1, 1998, which is filed as an exhibit
under Item 13. For information on the purchase of the Properties, reference is
made to Note 4 to the Consolidated Financial Statements, included in 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 Partnership's Limited Partnership Units and Related
Security Holder Matters
As of December 31, 1997, the number of Unitholders of record was 6,753.
No established public trading market has developed for the Units, and it is not
anticipated that such a market will develop in the future. Distributions of Net
Cash Flow From Operations, are determined by the General Partner 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. Special distributions, as a result of net cash flow from sales
proceeds, are made as soon as administratively possible after a sale.
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
Partners' expectations for future cash distributions.
Item 6. Selected Financial Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended December 31, 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
$15,150,595, which were invested in unaffiliated money market funds, compared
with $2,314,876 at December 31, 1996. The increase is primarily attributable
to net proceeds received on the sale of Pelican Landing in December 1997 and
net cash provided by operating activities exceeding additions to real estate
and cash distributions. The Partnership expects sufficient cash to be
generated from operations to meet its current operating expenses.
Accounts payable and accrued expenses increased from $108,269 at December 31,
1996 to $144,530 at December 31, 1997. The increase is primarily attributable
to higher costs associated with Partnership administrative services and the
timing of payments for audit and appraisal fees.
Distribution payable increased from $533,792 at December 31, 1996, to
$13,729,122 at December 31, 1997. The increase is primarily attributable to
the undistributed net proceeds resulting from the sale of Pelican Landing in
December 1997.
Security deposits payable decreased from $144,220 at December 31, 1996 to
$35,573 at December 31, 1997, primarily due to the sale of River Hill
Apartments on August 6, 1997, and the sale of Pelican Landing on December 30,
1997.
On August 6, 1997 the Partnership sold River Hill Apartments to an unaffiliated
institutional buyer for a sales price of $7,275,000. The Partnership received
net proceeds from the sale totaling $7,108,356 and the transaction resulted in
a net loss of $249,944. On December 30, 1997, the Partnership sold Pelican
Landing to an unaffiliated institutional buyer for a sales price of
$13,400,000. The Partnership received net proceeds from the sale totaling
$13,171,373 and the transaction resulted in a net gain on sale of $5,157,383.
Both selling prices were determined by arm's length negotiations between the
Partnership and the respective buyers.
The Partnership declared distributions of net cash flow from Partnership
operations totaling $15.00 per Unit for the year ended December 31, 1997,
including a cash distribution of $3.75 per Unit for the quarter ended December
31, 1997, which was paid to investors on February 13, 1998. On January 21,
1998 the Partnership paid a special cash distribution of $103.00 per Unit,
representing the net proceeds received from the sale of Pelican Landing. 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. As a
result of the sale of River Hill Apartments and Pelican Landing, future
quarterly cash distributions will be reduced to reflect the corresponding
reduction in the Partnership's cash flow.
The General Partner continues to evaluate the sale potential of the remaining
properties and other options with respect to the Partnership's investments. One
of these options includes obtaining mortgage loans secured by certain of 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 both 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 net
income of $6,019,161, compared with net income of $1,022,553 for the year ended
December 31, 1996. The increase in net income is primarily attributable to the
$4,907,439 gain on sale of properties, composed of a $5,157,383 gain from the
sale of Pelican Landing, and a $249,944 loss from the sale of River Hill.
Excluding the gain, the Partnership generated income from operations of
$1,111,722 for the year ended December 31, 1997. Net cash provided by operating
activities was $1,741,457 for the year ended December 31, 1997, compared to
$2,137,022 in 1996. The decrease is primarily due to the decrease in cash flow
from property operations resulting from the sale of River Hill Apartments in
August 1997.
Rental income for the year ended December 31, 1997 was $4,272,753, compared
with $4,778,238 for the year ended December 31, 1996. The decrease in 1997
reflects the sale of River Hill Apartments, partially offset by increased
rental income at Pelican Landing and Shadowood Village. Interest and other
income for the year ended December 31, 1997 was $212,589, compared with
$148,102 in 1996. The increase is primarily due to the Partnership maintaining
higher average cash balances in 1997.
Total expenses for the year ended December 31, 1997 were $3,373,620, compared
with $3,903,787 in 1996. The decrease reflects a decrease in depreciation and
property operating expenses primarily as a result of the sale of River Hill
Apartments. Property operating expenses for the year ended December 31, 1997
totaled $2,465,118, compared to $2,545,471 in 1996. The decrease reflects the
sale of River Hill Apartments, and was partially offset by an increase in
repairs and maintenance expenses at Pelican Landing, Shadowood Village and
Village at the Foothills II, primarily due to carpet and appliance replacement
at all three properties.
Depreciation expense for the year ended December 31, 1997 totaled $695,023,
compared to $1,184,781 for the year ended December 31, 1996. The decrease is
due to the reclassification of River Hill Apartments as Property held for
disposition effective October 1, 1996 and the reclassification of Pelican
Landing as property held for disposition effective October 1, 1997.
General and administrative expenses for the year ended December 31, 1997
totaled $213,479, compared to $173,535 in 1996. The increase is primarily
attributable 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 year ended December 31, 1996 resulted in net
income of $1,022,553, compared with net income of $3,259,624 for the year ended
December 31, 1995. The decline in net income was primarily attributable to the
$2,854,884 gain recognized on the sale of Trails at Meadowlakes and Cypress
Lakes. Excluding the gain, the Partnership generated income from operations of
$404,740 for the year ended December 31, 1995. Net cash provided by operating
activities was $2,137,022 for the year ended December 31, 1996, compared to
$2,363,323 in fiscal 1995. The decrease was primarily due to the decrease in
cash flow from property operations resulting from the sale of Trails at
Meadowlakes and Cypress Lakes in July 1995.
Rental income for the year ended December 31, 1996 was $4,778,238, compared
with $6,351,434 for the year ended December 31, 1995. The decrease in 1996
reflects lower revenues primarily due to the sale of Trails at Meadowlakes and
Cypress Lakes, partially offset by increased rental income at three of the four
remaining properties. Interest and other income for the year ended December
31, 1996 was $148,102, compared with $245,330 in 1995. The decrease was
primarily due to the Partnership maintaining lower average cash balances in
1996.
Total expenses for the year ended December 31, 1996 were $3,903,787, compared
with $6,192,024 for 1995. The decrease in 1996 reflects a decrease in
depreciation, interest and property operating expenses and the absence of a
loss on write-down of real estate. Depreciation and property operating
expenses declined primarily as a result of the sale of Trails at Meadowlakes
and Cypress Lakes. There was no interest expense in 1996 due to the July 1995
pre-payment of the mortgage loan secured by Trails at Meadowlakes. Total
expenses were also higher in the 1995 period due to a $477,170 loss on the
write-down of River Hill Apartments. General and administrative expenses for
1996 decreased from 1995 as a result of decreases in legal fees and appraisal
fees, partially offset by higher partnership administrative expenses.
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
Village at the Foothills II 94% 95% 95%
Shadowood Village 93% 95% 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 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
The financial statements are 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 IV and RI 3-4, 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.
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 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 transactions of the General Partner and its affiliates
with 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.
Daniel J. Epstein, President and Director of ConAm Services, owned twenty Units
as of March 1, 1998. No other directors or executive officers of the General
Partners own any Units.
Item 13. Certain Relationships and Related Transactions
RI 3-4 Services and CPS IV received a total of $213,517 as its 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, $213,517
of the Partnership's net income was allocated to RI 3-4 and CPS IV. For a
description of the share of Net Cash From Operations and the allocation of
income and loss to which the General Partners are entitled, reference is made
to the 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 IV.
The Partnership has entered into property management agreements 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 equal to 5% 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 year ended December 31, 1997, which is filed as an exhibit under Item
14.
Pursuant to Section 12(g) of 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, "Transactions with Related Parties," 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.
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 - 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) Certificate and Agreement of Limited Partnership (included as, and
incorporated herein by reference to, Exhibit A to the Prospectus of
Registrant dated January 13, 1984 (the "Prospectus"), contained in
Amendment No. 1 to Registration Statement No. 2-84863 of Registrant,
filed January 13, 1984 (the "1984 Registration Statement")).
(4) Subscription Agreement and Signature Page (included as, and
incorporated herein by reference to, Exhibit 3.1 to the Prospectus).
(10)(A) Purchase Agreement relating to Pelican Landing (formerly Feather Sound
Apartments), between the Registrant and Feather Sound, Inc., and the
exhibits thereto (included as, and incorporated herein by reference
to, Exhibit (10)(B) to the 1984 Annual Report).
(B) Purchase Agreement relating to River Hill Apartments (formerly Oxbow
Ridge I), between the Registrant and Tres Titan Investors, and the
exhibits thereto (included as, and incorporated herein by reference to,
Exhibit (10)(D) to the 1984 Annual Report).
(C) Purchase Agreement relating to Village at the Foothills II (formerly
Ina Village Apartments), between the Registrant and Epoch
Properties, Inc. and the exhibits thereto (included as, and
incorporated herein by reference to, Exhibit (10)(E) to the 1984
Annual Report).
(D) Documents relating to Shadowood Village (included as, and incorporated
herein by reference to, Exhibit (10)(A) to Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1985 (the
"1985 Quarterly Report" (Commission File No. 0- 13329)).
(E) 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 for the quarter ended September 30,
1992 (Commission File No. 0-13329)).
(F) Amended and Restated Agreement of Limited Partnership of Village at the
Foothills II Joint Venture Limited Partnership dated as of July 1,
1992 (included as, and incorporated herein by reference to Exhibit
10.2 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1992 (Commission File No. 0- 13329)).
(G) Certificate and Agreement of Limited Partnership of River Hill
Apartments, Ltd. (included as, and incorporated herein by reference
to Exhibit 10(I) to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991 (Commission File No.
0-13329)).
(H) Amended and Restated Agreement of Limited Partnership of Shadowood
Village, Ltd., 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. 0-13329)).
(I) Property Management Agreement between Hutton/ConAm Realty Investors 4
and ConAm Management Corporation for the Pelican Landing 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- 13329)).
(J) Property Management Agreement between Hutton/ConAm Realty Investors 4
and ConAm Management Corporation for the River Hill property (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. 0-13329)).
(K) Property Management Agreements between Hutton/ConAm Realty Investors 4
and ConAm Management Corporation for the Shadowood Village property
(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- 13329)).
(L) Property Management Agreement between Hutton/ConAm Realty Investors 4
and ConAm Management Corporation for the Village at the Foothills II
property (included as, and incorporated herein by reference to Exhibit
10-Q to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993 (Commission File No. 0-13329)).
(13) Annual Report to Unitholders for the year ended December 31,1997.
(21) List of Subsidiaries, Joint Ventures or Limited Partnerships (included
as, and incorporated herein by reference to Exhibit 22 of the
Registrant's Annual Report on Form 10-K filed March 27, 1992
(Commission File No. 0-13329)).
(27) Financial Data Schedule.
(99) Portions of the Prospectus of Registrant dated January 13, 1984
(included as, and incorporated herein by reference to Exhibit 28 to the
Registrant's 1988 Annual Report on Form 10-K for the fiscal year ended
December 31, 1988 (Commission File No. 0-13329)).
(b) Reports on Form 8-K:
On October 8, 1997, 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.
On December 1, 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 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: 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