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Total # of pages: 42
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended October 31, 1995
-----------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR (15d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from None to None
----------- ----------
Commission file number 0-13219
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BOETTCHER PENSION INVESTORS, LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
COLORADO 84-0948497
- ------------------------------- ----------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
77 West Wacker Drive, Chicago, Illinois 60601
- ---------------------------------------- --------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 574-6000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class which registered on
None None
- ----------------------------- --------------------------
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of Class)
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 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]
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. X Yes No
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INDEX
PART 1 Page
Item 1. Business 3
Item 2. Properties 5
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Holders of Limited Partnership Interests 8
PART II
Item 5. Market for the Registrant's Limited Partnership Interests and Related
Limited Partner Matters
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 11
Item 8. Financial Statements and Supplementary Data 15
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 29
PART III
Item 10. Directors and Executive Officers of the Registrant 29
Item 11. Executive Compensation 31
Item 12. Security Ownership of Certain Beneficial Owners and Management 31
Item 13. Certain Relationships and Related Transactions 32
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 33
SIGNATURES 39
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PART I
Item 1. BUSINESS
General
Boettcher Pension Investors Ltd. (the "Partnership") was organized in May 1984
as a limited partnership under the Colorado Uniform Limited Partnership Act.
The Partnership's primary business has been to invest in improved and
unimproved real property on an unleveraged basis and to purchase or originate
participating mortgage loans and land lease investments. At October 31, 1995,
the Partnership owned and operated two shopping centers located in Utah
("Parkway Village") and Arizona ("Lindsay-Main Plaza") (collectively, the
"Properties"), both of which have been recorded by the Partnership as
properties held for sale as more fully discussed in Note 6 to the Financial
Statements as contained in Item 8 of this report. The Properties are more
fully described in Item 2 of this report. The Partnership intends to continue
to operate the Properties with a view towards disposing of the Properties as
soon as market conditions dictate and buyers of the Properties are available.
Upon sale of its remaining properties, payment of costs of liquidation and all
remaining liabilities of the Partnership (including amounts owed to its
Managing General Partner), the Partnership intends to reduce its remaining
assets to cash, make a final distribution of cash to the Limited Partners and
subsequently dissolve.
The General Partners of the Partnership are Boettcher Affiliated Investors L.P.
and Boettcher 1984 Associates, Ltd. (the "General Partners"), both Colorado
limited partnerships. The Managing General Partner of the Partnership is
Boettcher Affiliated Investors L.P. ("BAILP" or the "Managing General Partner")
and the Associate General Partner of the Partnership is Boettcher 1984
Associates, Ltd. (the "Associate General Partner"). The general partner of
both the Managing General Partner and the Associate General Partner is
Boettcher Properties, Ltd. ("BPL"). The General Partners have exclusive
control over the business of the Partnership, which powers are exercised only
by the Managing General Partner, except for certain matters which require the
affirmative vote or consent of the Limited Partners as set forth in Sections
IV.2 and V. of the Limited Partnership Agreement of the Partnership. Such
voting or consent rights of Limited Partners include, without limitation, the
right to vote or otherwise consent to a sale of substantially all of the assets
of the Partnership, dissolution of the Partnership, transactions between the
Partnership and the General Partner or its Affiliates, amendment to the Limited
Partnership Agreement, removal of a General Partner, and other specific matters
as set forth therein.
As of October 31, 1995, the Partnership did not directly employ any
individuals; it is, however, a party to a Management Agreement with the
Managing General Partner. Under the terms of the Management Agreement, the
Managing General Partner is responsible for the day-to-day operations of the
Partnership and operating and managing its investments. All regular employees
rendering service on behalf of the Partnership are employees of BPL or its
affiliates. The real estate assets are owned directly by the Partnership and
are managed by independent, third-party property managers who perform daily
property management services.
For the fiscal year ended October 31, 1995, gross rents generated by the
Properties, including reimbursements by tenants of property operating expenses,
represented 99% of total Partnership revenue. Monthly rental income is derived
from tenant leases at the Properties. Lease terms for the Properties vary from
one year to five years for most tenants, and to twenty-five years for major
anchor tenants. The majority of these commercial leases permit the pass
through by the owner of taxes, insurance and common area operating costs to the
tenants.
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Competition
The Partnership faces active competition in all aspects of its business. In
its operating stage, the Partnership competes with entities which own
properties similar in type to those owned by the Partnership. The ability of
the Partnership to compete with these entities depends on many factors,
including the location, size, condition of its facilities and the availability
of similar facilities. When comparable space is available in a general
location, the Partnership competes through rental rates and lease terms, among
other variables. Now that the Properties are held for sale, the Partnership is
competing with other income-producing properties for prospective purchasers.
While no statistical information is currently available to delineate the
Partnership's competitive position, many of its competitors are believed to
have assets and revenues greater than those of the Partnership.
Cash Reserves
The Partnership is required under its Partnership Agreement to maintain cash
reserves of not less than 2% of aggregate capital contributions from limited
partners for normal repairs, replacements, working capital and other
contingencies. As of October 31, 1995, the Partnership had cash reserves of
$515,751, while the required minimum amount was $214,340. The Partnership
intends to apply cash flow generated from Partnership operations in fiscal 1996
to maintain sufficient cash reserves, as determined by the Managing General
Partner. Thereafter, the Partnership intends to pay amounts payable to the
Managing General Partner and then to distribute to limited partners operating
cash flow determined by the Managing General Partner to be in excess of amounts
required to fund anticipated liabilities of the Partnership.
The Managing General Partner is attempting to sell the Properties and liquidate
the Partnership in fiscal 1996. However, there can be no assurances that the
Partnership will sell the Properties in 1996. The ability of the Partnership to
sell Parkway Village Shopping Center may be adversely effected by the existence
and remediation of the dry cleaning solution contamination at the property,
more fully described in Note 2 to the Financial Statements as contained in Item
8 of this report. The Managing General Partner believes that the sales, if
consummated, will provide net proceeds to the Partnership after the payment of
sales costs, closing costs and the mortgage payable related to Parkway Village;
however, the sales transactions may include both cash at closing and deferred
payments to the Partnership. The Partnership intends to apply net sales
proceeds to maintain sufficient cash reserves, as determined by the Managing
General Partner. Thereafter, the Partnership intends to pay amounts payable to
the Managing General Partner and then to make distributions to limited
partners. The Partnership has entered into listing agreements with unrelated
real estate brokerage firms to act as exclusive selling agents for the
Properties. The Partnership has recorded these investments as properties held
for sale at October 31, 1995.
Other Factors
Seasonal weather conditions do not have a material impact on the operations of
the Properties, although the usage of water, gas and electricity and the
attendant expense may vary according to the particular season and geographic
location.
Federal, state and local laws and regulations, which have been enacted or
adopted regulating the discharge of materials into the environment or otherwise
relating to the protection of the environment, do not presently have a material
effect on the operations of any of the Properties nor on the capital
expenditures, earnings or competitive position of the Partnership, and no
material effect is anticipated in the future.
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Other federal, state and local laws and regulations, including requirements of
the Americans with Disabilities Act, may require that the Partnership incur
capital expenditures to ensure compliance. At this time, it is not anticipated
that these capital expenditures will materially affect the Partnership's cash
flows.
The business of the Partnership to date has involved only one industry segment;
accordingly, all information required by Item 101(b) of Regulation S-K is
included in the Financial Statements as contained in Item 8 of this report.
The Partnership has no foreign operations.
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Item 2. PROPERTIES
At October 31, 1995, the Partnership owned and operated two shopping centers,
both of which are being held for sale, as more fully described below:
Name and Location General Character of Property
- ------------------------------------- ---------------------------------------
Parkway Village 4-building shopping center containing
2255 N. University Parkway approximately 102,000 square feet of
Provo, Utah net rentable area on approximately
10.05 acres of land.
Lindsay-Main Plaza 1-building shopping center containing
150 North Lindsay approximately 37,000 square feet of
Mesa, Arizona net rentable area on approximately
4.213 acres of land and one vacant
undeveloped parcel of land consisting
of approximately .934 acres.
As stated above, at October 31, 1995 the Partnership has recorded its
investments in the Properties as properties held for sale. For additional
information, refer to Note 6 to the Financial Statements as contained in Item 8
of this report.
For information regarding the indebtedness to which Parkway Village is subject,
see Note 3 to the Financial Statements as contained in Item 8 of this report.
On October 4, 1995 the Partnership sold the land, related improvements and
personal property of the retail shopping center known as Clackamas Corner
("Clackamas"), as described in more detail in Management's Discussion and
Analysis of Financial Condition and Results of Operations as contained in Item
7 of this report and Note 2 to the Financial Statements as contained in Item 8
of this report.
In the opinion of the Managing General Partner, the properties are adequately
covered by insurance.
Average occupancies and average effective rental rates generated by the
Properties in the last five fiscal years were as follows:
1st 2nd 3rd 4th
Qtr Qtr Qtr Qtr Fiscal Fiscal Fiscal Fiscal Fiscal
Shopping Centers 1995 1995 1995 1995 1995 1994 1993 1992 1991
------ ----- ----- ------ ------ ------ ------ ------ ------
Parkway Village
Average Occupancy(b) 98% 97% 97% 98% 98% 100% 99% N/A N/A
Average effective
rental rate (a)(b) $ 9.15 8.87 9.32 9.20 9.13 8.95 8.37 N/A N/A
Lindsay-Main Plaza
Average Occupancy 38% 46% 45% 50% 45% 38% 38% 32% 32%
Average effective
rental rate (a) $ 5.15 4.20 5.16 5.80 5.08 5.52 5.30 5.70 5.36
Clackamas Corner(C)
Average Occupancy 95% 95% 95% 98%(C) 96%(C) 100% 84% 76% 89%
Average effective
rental rate (a) $10.52 10.58 10.58 10.48(C) 10.54(C) 10.61 10.82 10.92 10.75
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(a) Average effective rental rates are stated in terms of an average annual
rate per square foot. Effective rates take into account the effect of
leasing concessions and bad debts. These rates are "triple net". In
addition to this base rent, the majority of tenants pay their pro rata
share of taxes, insurance and common area maintenance expenses at the
property.
(b) Average occupancies and average effective rental rates are reported only
for the Partnership's period of ownership, which began on May 5, 1993.
(C) These computations give effect to the sale of Clackamas Corner Shopping
Center on October 4, 1995.
Parkway Village Shopping Center has one tenant occupying 10% or more of the
total rentable square footage. Albertson's Food Market is a party to a 25 year
lease expiring February 28, 2008 at the property and is a provider of full
service grocery products. The rent per annum is approximately $265,600.
Albertson's has the option of renewing the lease for nine consecutive 5-year
lease terms at terms similar to the current lease terms.
Lindsay Main Plaza has one tenant occupying 10% or more of its total rentable
square footage. Dance Connections is a party to a 5-year lease at the property
and provides dance instruction to the general public. The rent per annum is
approximately $29,400. The current lease expires January 31, 1997, and is
subject to renewal for a 5-year term at current market rates.
The following table sets forth, by property, a schedule of lease expirations
for the next ten years including:
(a) the number of tenants whose leases will expire,
(b) the total area in square feet covered by such leases,
(c) the annual rental represented by such leases, and
(d) the percentage of gross annual rental represented by such leases.
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AS OF OCTOBER 31, 1995
PARKWAY VILLAGE
LEASE EXPIRATION DATES
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
No. of tenants 0 3 11 2 4 1 1 0 0 0
Total Square footage 0 9,774 18,341 3,650 6,642 6,000 1,575 0 0 0
Annual rent $0 $205,268 $512,769 $167,450 $293,602 $568,920 $112,350 $0 $0 $0
% of gross annual rent 0.0% 3.5% 8.7% 2.8% 5.0% 9.7% 1.9% 0.0% 0.0% 0.0%
LINDSAY MAIN PLAZA
LEASE EXPIRATION DATES
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
No. of tenants 0 2 3 1 1 0 0 0 0 0
Total Square footage 0 6,282 8,192 1,007 3,250 0 0 0 0 0
Annual rent $0 $62,223 $138,254 $20,769 $160,063 $0 $0 $0 $0 $0
% of gross annual rent 0.0% 16.3% 36.3% 5.4% 42.0% 0.0% 0.0% 0.0% 0.0% 0.0%
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Item 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Partnership is a
party or of which either of the Properties is subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF HOLDERS OF LIMITED PARTNERSHIP
INTERESTS
There have been no matters submitted to a vote of holders of Limited
Partnership Interests (the "Units") during the fiscal year which is covered by
this report.
PART II
Item 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP INTERESTS AND RELATED
LIMITED PARTNER MATTERS
At October 31, 1995, 10,717 Units were outstanding and held by approximately
945 limited partners.
The Units have limited transferability. There is no public market for the
Units and it is not expected that any will develop. There are significant
restrictions relating to the transferability of Units, including the
requirement that the Managing General Partner consent to any transfer and to
any transferee becoming a substituted limited partner, which consent may be
granted or withheld at the sole discretion of the Managing General Partner. In
addition, restrictions on transfers may be imposed by federal and state
securities laws.
The Partnership Agreement provides that after January 1, 1987, under certain
circumstances, the General Partners may repurchase the Units held by limited
partners desiring to sell their Units. At October 31, 1995, the General
Partners had not established the Repurchase Fund as provided for in the
Partnership Agreement as they had not received any distribution of cash flow
from Partnership operations since the inception of the Partnership. Net
earnings for the fiscal year ended October 31, 1995 were less than the 9%
Current Distribution Preference of the limited partners as provided in the
Partnership Agreement and, accordingly, were allocated solely to the limited
partners.
Since August 1985, the Partnership has made consecutive quarterly cash
distributions to limited partners of cash flow generated from Partnership
operations. In fiscal 1995, the Partnership distributed a total of $428,680
($40 per $1,000 Unit) to limited partners as generated by cash flow from
operations. The following table sets forth a summary of distributions made to
limited partners for the three years ended October 31, 1995 on an aggregate and
per unit basis:
1995 1994 1993
------------------ -------------- --------------
Per Per Per
Distributions Total Unit Total Unit Total Unit
---------- ------ ------- ----- ------- -----
From operations $269,287 25.13 307,261 28.67 107,170 10.00
Return of capital 2,431,394 226.87 201,797 18.83 - -
---------- ------ ------- ----- ------- -----
Total $2,700,681 252.00 509,058 47.50 107,170 10.00
========== ====== ======= ===== ======= =====
In the future, the Partnership intends to apply cash flow generated from
Partnership operations to maintain sufficient cash reserves, as determined by
the Managing General Partner, pay amounts payable to the Managing General
Partner, and, thereafter, to distribute to limited partners operating cash flow
determined by the Managing General Partner to be in excess of amounts required
to fund anticipated
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liabilities of the Partnership. For additional information on the Partnership's
liquidity refer to the Liquidity and Capital Resources section of Management's
Discussion and Analysis of Financial Condition and Results of Operations as
contained in Item 7 of this report.
The Managing General Partner is attempting to sell the Properties and liquidate
the Partnership in fiscal 1996. However, there can be no assurances that the
Partnership will sell the Properties in 1996. The ability of the Partnership
to sell Parkway Village may be adversely effected by the existence and
remediation of the dry cleaning solution contamination at the property as
described more fully in Note 2 to the Financial Statements contained in Item 8
of this report. The Managing General Partner believes that the sales, if
consummated, will provide net proceeds to the Partnership after the payment of
sales costs, closing costs and the mortgage payable related to Parkway Village;
however, the sales transactions may include both cash at closing and deferred
payments to the Partnership. The Partnership intends to apply net sales
proceeds to maintain sufficient cash reserves, as determined by the Managing
General Partner. Thereafter, the Partnership intends to pay amounts payable to
the Managing General Partner and then to make distributions to limited
partners. The Partnership has entered into listing agreements with unrelated
real estate brokerage firms to act as exclusive selling agents for the
Properties. The Partnership has recorded these investments as properties held
for sale at October 31, 1995.
Item 6. SELECTED FINANCIAL DATA
BOETTCHER PENSION INVESTORS LTD.
Selected Financial Data(a)
As of or For the Years Ended October 31,
1995 1994 1993 1992 1991
---------- --------- --------- --------- -----------
Total revenue $1,519,252 1,581,014 954,808 490,389 709,066
Earnings(loss) from operations 269,287 307,261 145,249 77,477 (3,216,618)
Gain on sale of
real estate investment 684,856 - - - -
Net earnings(loss) 954,143 307,261 145,249 77,477 (3,216,618)
Per Unit(b)
Net earnings(loss) 89.03 28.67 13.55 7.23 (297.14)
Cash distributions 252.00 47.50 10.00 10.00 10.00
Total assets 7,704,500 9,475,573 9,789,517 3,605,895 3,658,903
Mortgage payable 5,840,260 5,910,814 5,975,906 - -
(a) The selected financial data should be read in conjunction with the
Financial Statements and related Notes as contained in Item 8 of this
report.
(b) Per Unit data is based upon 10,717 weighted average Units outstanding
during each fiscal year.
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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
October 31, 1995 marked the close of the Partnership's twelfth year of
operations. The Partnership continues to own and operate two shopping centers,
one located in Arizona (Lindsay-Main) and the other in Utah (Parkway Village),
both of which are being held for sale as of October 31, 1995.
1995 as Compared to 1994:
For the fiscal year ended October 31, 1995, the Partnership generated total
revenue of $1,519,252 and incurred total expenses in the amount of $1,249,965,
resulting in Partnership net earnings from operations of $269,287. The
Partnership's fiscal 1995 operating earnings decreased $37,974 (12%) when
compared with fiscal 1994. However, the sale of Clackamas Corner Shopping
Center (Clackamas) in October, 1995 produced a net gain of $684,856, resulting
in net earnings of $954,143 for fiscal 1995. For further discussion of the
sale of Clackamas, refer to Note 2 to the Financial Statements as contained in
Item 8 of this report. A summary of the Partnership's results of operations
and year-to-year comparisons before gain on sale of Clackamas is presented
below:
Fiscal Year Ended October 31
(In Thousands)
------------------------------------------
Amount
of %
1995 1994 Change Change
------ ----- ------ ------
Total revenue $1,519 1,581 (62) (4)%
Total expenses 1,250 1,274 26 2 %
------ ----- -----
Net operating earnings $269 307 (36) (12)%
====== ===== ===== ====
Total revenue decreased $61,762 (4%) in fiscal 1995 as compared to fiscal 1994,
as a consequence of the sale of Clackamas, which resulted in one less month of
rental and other income in fiscal 1995, and a decrease in tenant reimbursements
and other income due to vacancies at Parkway Village. The Partnership's
properties generated rental income of $1,238,182 in fiscal 1995, a decrease of
$31,706 (2%) when compared to fiscal 1994. Parkway Village achieved a weighted
average occupancy of 98% and a weighted average effective rental rate of $9.13,
representing a decrease of 2% and an increase of $0.18, respectively, when
compared with fiscal 1994. Lindsay-Main generated average occupancy of 45% in
fiscal 1995, an increase of 7% over fiscal 1994, while the property's annual
average effective rental rate decreased $0.44 to $5.08 per square foot when
compared to fiscal 1994. Clackamas Corner generated average annual occupancy
of 96% (based on eleven months of operations prior to its being sold) a
decrease of 4% when compared to fiscal 1994. The annual average effective
rental rate at Clackamas Corner decreased $0.07 to $10.54 for fiscal 1995 when
compared to fiscal 1994. For additional occupancy and rental rate information
related to the Properties, refer to the table provided in Item 2 as contained
in this report. Tenant reimbursement and other income generated by the
Partnership in fiscal 1995 totaled $261,054, representing a decrease of $29,407
(10%) when compared to fiscal 1994, primarily due to over-estimates of common
area charges reflected in fiscal 1994 billings, resulting in lower 1995
billings at Parkway Village; and increased vacancies in fiscal 1995 at Parkway
Village.
Total expenses incurred by the Partnership in fiscal 1995 totaled $1,249,965, a
decrease of $23,788 (2%) when compared to fiscal 1994. All major expense
categories, except utilities and depreciation and
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amortization, recognized minor decreases due to the sale of Clackamas Corner.
Utilities expense increased $4,225 (10%) due to increased vacancies at Parkway
Village and a water leak at Parkway Village in a vacant unit that resulted in
higher water bills for part of fiscal 1995. General and administrative
expense decreased $13,454 (17%) in fiscal 1995 when compared to fiscal 1994 due
to legal fees incurred in fiscal 1994 related to the Partnership's acquisition
of Parkway Village through a bankruptcy reorganization in fiscal 1993.
1994 as Compared to 1993:
For the fiscal year ended October 31, 1994, the Partnership generated total
revenue of $1,581,014 and incurred total expenses in the amount of $1,273,753,
resulting in Partnership net earnings of $307,261. It should be noted that
when comparing fiscal 1994 results of operations with fiscal 1993 results of
operations, the most significant factor affecting the Partnership's fiscal 1994
results of operations was the Partnership's acquisition of Parkway Village on
May 5, 1993 pursuant to a confirmed plan of reorganization of the prior owner
of Parkway Village in bankruptcy court. Prior to this acquisition, the
Partnership's investment in Parkway Village was recorded as a participating
mortgage loan investment. For additional information related to the
Partnership's acquisition of Parkway Village, refer to Note 2 to the Financial
Statements as contained in Item 8 of this report. Primarily as a result of the
Partnership's acquisition of Parkway Village, the Partnership generated
increased total revenue, specifically rental and tenant reimbursement income,
and incurred increased total expense, primarily interest and depreciation in
fiscal 1994 when compared with fiscal 1993. A summary of the Partnership's
results of operations and year-to-year comparisons is presented below:
Fiscal Year Ended October 31
(In Thousands)
Amount
of %
1994 1993 Change Change
------ ---- ------ ------
Total revenue $1,581 973 608 62%
Total expenses 1,274 828 446 54%
------ ---- ------
Net earnings $ 307 145 162 112%
====== ==== ====== ======
When making year-to-year comparisons, the exclusion of the results of
operations of Parkway Village from the current and prior year's results of
operations allows for a more meaningful analysis of the results of operations
related to the Partnership's other investments. For comparison purposes only,
Parkway Village's results of operations have been excluded from total revenue,
total expenses and net earnings as shown in the table below. The pro forma
summary of the Partnership's fiscal 1994 results of operations as compared with
fiscal 1993 results of operations is as follows:
Fiscal Year Ended October 31
(In Thousands)
Less Pro Pro Amount
Actual Parkway Forma Forma of %
1994 1994 1994 1993 Change Change
------ ------- ----- ----- ------ ------
Total revenue $1,581 (1,089) 492 443 49 11%
Total expenses 1,274 (940) 334 326 8 2%
------ ------- ----- ----- ------
Net earnings $ 307 (149) 158 117 41 35%
====== ======= ===== ===== ====== ======
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Based upon the pro forma amounts presented above, total revenue generated by
the Partnership, excluding Parkway Village, in fiscal 1994 amounted to
$492,377, representing a $48,748 (11%) increase when compared with fiscal 1993.
The Properties, excluding Parkway Village, generated rental income of $358,692
in fiscal 1994, representing an increase of $42,917 (14%) when compared with
fiscal 1993. Lindsay-Main Plaza generated average occupancy of 38% in fiscal
1994, which represents no change when compared with fiscal 1993, while the
property's annual average effective rental rate increased $.22 to $5.52 per
square foot when compared with fiscal 1993. Average occupancy at Clackamas
Corner increased 16% in fiscal 1994 when compared with fiscal 1993, while the
property's annual average effective rental rate decreased $.21 to $10.61 per
square foot when compared with fiscal 1993. For additional occupancy and
rental rate information related to the Properties, refer to the table provided
in Item 2 as contained in this report. Tenant reimbursement and other income
generated by the Partnership in fiscal 1994, excluding Parkway Village, totaled
$114,800, representing a net $5,032 (5%) increase when compared with fiscal
1993. Tenant reimbursement income increased $15,499 (18%) in fiscal 1994 when
compared with fiscal 1993, primarily the result of increased occupancy at
Clackamas Corner in fiscal 1994; while other income decreased $10,466 (44%) in
fiscal 1994 when compared with fiscal 1993, primarily the result of the receipt
in fiscal 1993 of the final payment on a settlement negotiated by the
Partnership with two of the personal guarantors of the Lindsay-Main Plaza
participating mortgage.
Based upon the pro forma amounts presented above, total expenses incurred by
the Partnership in fiscal 1994, excluding Parkway Village, amounted to
$334,138, representing an increase of $8,669 (3%) when compared with fiscal
1993. Depreciation and amortization expense increased $4,902 (5%) in fiscal
1994 when compared with fiscal 1993, the result of increased amortization of
tenant finish costs at Clackamas Corner. Repairs and maintenance expense
decreased $2,979 (9%) in fiscal 1994, when compared with fiscal 1993, primarily
the result of exterior repairs completed at Lindsay-Main Plaza and painting and
exterior repairs at Clackamas Corner, both completed in fiscal 1993.
Liquidity and Capital Resources
Combined cash and cash equivalent balances, which represent Partnership cash
reserves, were $515,751 at October 31, 1995, representing a decrease of $25,190
when compared with fiscal 1994 year-end balances. This decrease is primarily
the result of cash distributions made to limited partners in fiscal 1995 in the
amount of $2,700,681, generated primarily by the sale of Clackamas Corner. Net
cash provided by operating activities in fiscal 1995 amounted to $583,061. The
most significant changes in operating assets and liabilities include increases
in both the payable to managing general partner and in accounts payable and
accrued liabilities. The payable to the Managing General Partner increased
$33,110, to $40,773 as of October 31, 1995, due to advances made by the
managing general partner for Partnership expenses that were not reimbursed
until fiscal 1996. The increase of $37,624 in accounts payable and accrued
expenses relates primarily to the accrual of certain Clackamas sale-related
expenses. No amounts were payable to officers, directors or affiliates of the
Managing General Partner in connection with the sale of Clackamas Corner. The
decreases in both property taxes payable and other liabilities at October 31,
1995 are both directly related to the sale of Clackamas and the elimination of
certain operating expenses related to the property. Accounts receivable and
other assets increased $9,922, primarily the result of increased receivables
from tenants at Parkway Village.
Net cash provided by investing activities in fiscal 1995 amounted to $2,162,984.
The sale of Clackamas Corner generated net proceeds, after proration of
operating income and expenses related to the property, of $2,234,293. Deferred
leasing costs of $70,517 were incurred in fiscal 1995 to cover lease commission
costs associated with the renewal of existing tenants at Parkway Village and
Lindsay-Main Plaza.
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Net cash used by financing activities amounted to $2,771,235 in fiscal 1995,
the combined result of distributions to limited partners in the amount of
$2,700,681 and a reduction in mortgage principal of $70,554 related to the
Parkway Village mortgage.
To the knowledge of the Managing General Partner, all Properties are in good
physical condition. In fiscal 1996, budgeted tenant finish costs and lease
commissions total approximately $105,000 and $26,000, respectively. Tenant
finish costs and lease commissions are budgeted in anticipation of leasing
vacant space and renewing existing tenant leases at Parkway Village and
Lindsay-Main Plaza. If additional costs are required at the Properties, it is
currently anticipated that the funds required for such expenditures would be
made available either from cash flow generated from Property operations or from
Partnership cash reserves.
The Partnership is required under its Partnership Agreement to maintain cash
reserves of not less than 2% of aggregate capital contributions from limited
partners for normal repairs, replacements, working capital and other
contingencies. As of October 31, 1995, the Partnership had $515,751 in cash
reserves, while the minimum required amount was $214,340. The Partnership
intends to apply cash flow generated from Partnership operations in fiscal
1996, if any, to maintain sufficient cash reserves, as determined by the
Managing General Partner. Thereafter, the Partnership intends to pay amounts
payable to the Managing General Partner and then distribute to limited partners
operating cash flow determined by the Managing General Partner to be in excess
of amounts required to fund anticipated liabilities of the Partnership.
As of October 31, 1995 and 1994, the Partnership has recorded its real estate
investments as properties held for sale. The Managing General Partner is
attempting to sell the Properties and liquidate the Partnership in fiscal 1996.
However, there can be no assurances that the Partnership will sell the
Properties in 1996. The ability of the Partnership to sell Parkway Village may
be adversely effected by the existence and remediation of the dry cleaning
solution contamination at the property as discussed more fully in Note 2 to the
Financial Statements as contained in Item 8 of this report. The Partnership
has entered into separate listing agreements with unrelated real estate firms
to act as the exclusive selling agents for the sale of both Parkway Village and
Lindsay-Main Plaza. The Managing General Partner believes that the sales of
the Properties, if consummated, will generate net proceeds to the Partnership
after the payment of sales costs, closing costs and the mortgage payable at
Parkway Village; however, the sales transactions may include cash at closing
and deferred payments to the Partnership. The Partnership intends to apply net
sales proceeds to maintain sufficient cash reserves, as determined by the
Managing General Partner, pay amounts payable to the Managing General Partner
and then to make distributions to limited partners.
On October 4, 1995, the Partnership sold the land, related improvements and
personal property of the retail center known as Clackamas Corner. The
purchaser, Stephen M. Berrey, is not affiliated with the Partnership, its
Managing General Partner or any affiliate, director, officer or associate of
the foregoing, and the sales price was determined by arm's length negotiations.
Clackamas Corner consists of a one-building shopping center containing
approximately 26,500 square feet of net rentable area on approximately 2.19
acres of land. At the time of sale, Clackamas Corner was approximately 100%
leased and occupied.
14
15
The net proceeds to the Partnership before proration of operating income and
expenses related to the property were as follows:
Sales price $2,450,000
Less Costs of Sale-
Sales Commissions (98,000)
Title, legal fees, and other (111,508)
Security Deposit Liability (6,199)
----------
Net Proceeds $2,234,293
==========
The net proceeds were distributed to limited partners on October 26, 1995
as follows:
Net Proceeds from Sale $2,234,293
Utilization of Partnership Cash Reserves 37,708
----------
Distribution to Limited Partners ($212/unit) $2,272,001
==========
15
16
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following Financial Statements of the Partnership are
included herein:
Independent Auditors' Report 18
Balance Sheets - October 31, 1995 and 1994 19
Statements of Operations -
Years ended October 31, 1995, 1994, and 1993 20
Statements of Partners' Capital -
Years ended October 31, 1995, 1994, and 1993 21
Statements of Cash Flows -
Years ended October 31, 1995, 1994 and 1993 22
Notes to Financial Statements 24
16
17
INDEPENDENT AUDITORS' REPORT
THE PARTNERS
BOETTCHER PENSION INVESTORS LTD.:
We have audited the accompanying balance sheets of Boettcher Pension Investors
Ltd. (a limited partnership) as of October 31, 1995 and 1994, and the related
statements of operations, partners' capital, and cash flows for each of the
years in the three-year period ended October 31, 1995. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Boettcher Pension Investors
Ltd. as of October 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the years in the three-year period ended October 31,
1995, in conformity with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
Denver, Colorado
January 23, 1996
17
18
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Balance Sheets
October 31, 1995 and 1994
Assets 1995 1994
------ ----------- -----------
Real estate investments:
Properties held for sale at cost, net $7,495,180 9,721,336
Less: accumulated depreciation (531,549) (1,002,590)
---------- ----------
6,963,631 8,718,746
Cash and cash equivalents 515,751 540,941
Deferred leasing costs, net of accumulated
amortization of $93,800 and $241,212
respectively 97,248 97,938
Accounts receivable and other assets 127,870 117,948
---------- ----------
$7,704,500 9,475,573
========== ==========
Liabilities and Partners' Capital
Mortgage payable $5,840,260 5,910,814
Accounts payable and accrued liabilities 59,620 21,996
Payable to managing general partner 40,773 7,663
Property taxes payable 64,939 76,965
Accrued interest payable 46,235 46,794
Other liabilities 27,136 39,266
---------- ----------
Total Liabilities 6,078,963 6,103,498
---------- ----------
Partners' capital (deficit):
General partners (35,653) (42,502)
Limited partners 1,661,190 3,414,577
---------- ----------
Total partners' capital: 1,625,537 3,372,075
---------- ----------
Commitments and contingencies
---------- ----------
$7,704,500 9,475,573
========== ==========
See accompanying notes to financial statements.
18
19
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Operations
Years Ended October 31, 1995, 1994, and 1993
1995 1994 1993
--------- --------- ---------
Revenue:
Rental income $1,238,182 1,269,888 737,356
Interest income, net 20,016 20,665 18,085
Tenant reimbursements
and other income 261,054 290,461 199,367
--------- --------- ---------
1,519,252 1,581,014 954,808
--------- --------- ---------
Expenses:
Interest 557,948 564,370 284,409
Depreciation and amortization 277,677 275,127 185,016
Property taxes 123,361 129,229 94,335
Fees and reimbursements to
managing general partner 29,840 31,724 29,987
Other management fees 61,756 63,005 36,900
Repairs and maintenance 90,898 92,584 78,280
Utilities 44,514 40,289 28,050
General and administrative 63,971 77,425 72,582
--------- --------- ---------
1,249,965 1,273,753 808,559
--------- --------- ---------
1,249,965 1,273,753 809,559
---------
Earnings from operations 269,287 307,261 145,249
Gain on sale of real estate investment 684,856 - -
--------- --------- ---------
Net earnings $ 954,143 307,261 145,249
========= ========= =========
Net earnings per limited
partnership unit $ 89.03 28.67 13.55
========= ========= =========
Weighted average number of limited
partnership units outstanding 10,717 10,717 10,717
========= ========= =========
See accompanying notes to financial statements.
19
20
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Partners' Capital
Years Ended October 31, 1995, 1994, and 1993
Total
General Limited partners'
partners partners capital
--------- --------- ---------
Capital (deficit) at
November 1, 1992 $ (42,502) 3,578,295 3,535,793
Distributions to limited partners - (107,170) (107,170)
Net earnings - 145,249 145,249
--------- --------- ---------
Capital (deficit) at
October 31, 1993 (42,502) 3,616,374 3,573,872
Distributions to limited partners - (509,058) (509,058)
Net earnings - 307,261 307,261
--------- --------- ---------
Capital (deficit) at
October 31, 1994 (42,502) 3,414,577 3,372,075
Distributions to limited partners - (2,700,681) (2,700,681)
Gain on sale of real estate 6,849 678,007 684,856
Net earnings from operations - 269,287 269,287
--------- --------- ---------
Capital (deficit) at
October 31, 1995 $ (35,653) 1,661,190 1,625,537
========= ========= =========
See accompanying notes to financial statements.
20
21
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Cash Flows
Years Ended October 31, 1995, 1994, and 1993
1995 1994 1993
--------- --------- ---------
Cash flows from operating activities:
Net earnings $ 954,143 307,261 145,249
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Depreciation and amortization 277,677 275,127 185,016
Gain on sale of real estate investment (684,856) - -
Change in operating assets and liabilities:
Increase in accounts receivable and other assets (9,922) (29,603) (83,819)
Increase (decrease) in accounts
payable and accrued liabilities 37,624 (10,373) 8,909
Increase (decrease) in payable
to managing general partner 33,110 (22,515) 19,859
Increase (decrease) in property
taxes payable (12,026) (89) 32,140
Increase (decrease) in
accrued interest payable (559) (9,122) 55,916
Increase (decrease) in other liabilities (12,130) (4,956) 37,733
--------- --------- ---------
Net cash provided by operating activities 583,061 505,730 401,003
--------- --------- ---------
Cash flows provided (used) by investing activities:
Net proceeds from sale of real estate
investment 2,234,293 - -
Additions to real estate investments (792) (15,517) (572,077)
Cash assumed with purchase of Parkway Village - - 97,015
Increase in deferred leasing costs (70,517) (36,058) (64,824)
--------- --------- ---------
Net cash provided (used) by
investing activities 2,162,984 (51,575) (539,886)
--------- --------- ---------
Cash flows used by financing activities:
Distributions to limited partners (2,700,681) (509,058) (107,170)
Reduction in mortgage payable (70,554) (65,092) (24,094)
--------- --------- ---------
Net cash used by financing activities (2,771,235) (574,150) (131,264)
--------- --------- ---------
Net decrease in cash and
cash equivalents (25,190) (119,995) (270,147)
Cash and cash equivalents
at beginning of year 540,941 660,936 931,083
--------- --------- ---------
Cash and cash equivalents at end of year $ 515,751 540,941 660,936
========= ========= =========
Supplemental schedule of cash flow information:
Interest paid in cash during the year $ 558,507 563,159 228,493
========= ========= =========
21
22
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Cash Flows, continued
Years Ended October 31, 1995, 1994, and 1993
Supplemental schedule of noncash investing activities:
On May 5, 1993, the Partnership acquired Parkway Village through
foreclosure. The transactions below represent the noncash activity
related to the acquisition of Parkway Village.
Parkway Village Shopping Center
Changes in assets and liabilities related
to acquisition:
Operating assets:
Cash at date of acquisition $ 97,015
Accounts receivable 18,687
Other assets 1,700
-----------
117,402
-----------
Operating liabilities:
Accounts payable (3,718)
Tenant security deposits (12,354)
Property taxes payable (21,141)
Other liabilities (28,360)
-----------
(65,573)
-----------
Real estate property:
Additions to real estate investments 5,948,171
Debt:
Mortgage payable (6,000,000)
-----------
$ -
===========
See accompanying notes to financial statements.
22
23
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
October 31, 1995, 1994, and 1993
(1) Significant Accounting Principles
Organization and Allocation of Income and Losses
Boettcher Pension Investors Ltd. (the "Partnership") is a limited
partnership formed on May 8, 1984 for the purpose of investing in improved
and unimproved real property on an unleveraged basis and to purchase or
originate participating mortgage loans and land lease investments.
Limited partnership interests ("Units") were sold through a public
offering and as of October 31, 1995, 1994 and 1993, 10,717 Units at $1,000
per Unit were outstanding.
The Managing General Partner of the Partnership is Boettcher Affiliated
Investors, L.P. ("BAILP"), and the associate general partner is Boettcher
1984 Associates, Ltd.
The Partnership Agreement provides for the net operating income, as
defined, of the Partnership to be allocated to the partners in accordance
with their relative participation in distribution of operating cash flow.
Operating cash flow is allocated as follows: (i) to the limited partners
to the extent necessary to equal 9% simple interest on the adjusted
capital contributions of the limited partners; (ii) to the General
Partners until they have received an amount equal to 10% of the aggregate
amount to be distributed for the period under (i) and (ii); and (iii) any
remaining balance, 10% to the General Partners and 90% to the limited
partners. Net operating cash flow for the years ended October 31, 1995,
1994 and 1993 is less than the 9% preferred return and, accordingly, net
earnings from operations for fiscal 1995, 1994 and 1993 has been allocated
solely to the limited partners.
The Partnership Agreement provides for net capital income from the sale or
other disposition of Partnership properties to be allocated on a
cumulative basis as follows: (i) first, to the extent of gross income
applicable to prior depreciation deductions, 1% to the General Partners
and 99% to the limited partners; (ii) second, to each of the partners in
accordance with their relative participations in distributions of net
proceeds and repayment proceeds. Net capital loss is allocated 1% to the
General Partners and 99% to the limited partners.
Deferred Leasing Costs
Costs associated with the leasing of the Partnership's two retail shopping
centers are deferred and amortized over the life of the related leases.
These costs are comprised of lease commissions and construction costs
related to the buildout of tenant space.
23
24
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
October 31, 1995, 1994 and 1993
(1) Continued
Income Taxes
No provisions has been made for Federal income taxes, as the taxable
income (loss) is reported by the partners rather than the
Partnership. The Partnership reports certain transactions
differently for tax and financial statement purposes, primarily
depreciation.
A reconciliation of net earnings as shown in the accompanying
financial statements and the Partnership's income (loss) for tax
purposes is shown in the table below. The October 31, 1995 net
earnings as shown in the financial statements is actual. However,
the Partnership's tax return for the year ended December 31, 1995
has not yet been prepared; therefore, the reconciling items for 1995
are estimates by management.
1995 1994 1993
---------- --------- --------
(unaudited)
Net earnings per
(unaudited) financial statements $ 954,143 307,261 145,249
Fiscal to calendar year
net difference (502) (10,012) 58,036
Tax depreciation and amortization
in excess of depreciation and
amortization per financial statements 8,511 (31,655) (28,483)
Tax gain on sale of real estate in excess
of financial statement gain 300,000 - -
Items recorded in different
year for financial statement
and tax purposes -
Rental income (8,670) 11,070 6,239
---------- --------- --------
Income for tax purposes $1,253,482 296,688 181,041
========== ========= ========
24
25
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
October 31, 1995, 1994, and 1993
(1) Continued
Real Estate Investments
Properties held for sale are recorded at the lower of cost or fair market
value, which exceeds or approximates independent appraised values.
Buildings and improvements are depreciated using the straight-line method
over an estimated useful life of 30 years. Equipment and furnishings are
depreciated using the straight-line method over an estimated useful life
of 10 years. Renewals and betterments are capitalized and repairs and
maintenance are charged to operations as incurred.
Statements of Cash Flows
For purposes of the statements of cash flows, cash and cash equivalents
include highly liquid debt instruments purchased with an original maturity
of three months or less. Cash and cash equivalents as of October 31 are
comprised of the following:
1995 1994
-------- -------
Money market fund $461,347 522,675
Operating cash 54,404 18,266
-------- -------
Cash and cash equivalents $515,751 540,941
======== =======
Reclassifications
Certain prior year amounts have been reclassified to conform with fiscal 1995
financial statement presentation.
25
26
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
October 31, 1995, 1994, and 1993
(2) Real Estate Investments
As of October 31, 1995, the market value of the Properties held for sale
exceeds cost based upon independent appraised values. The cost of the
Partnership's real estate investments and related accumulated depreciation
are as follows:
October 31, 1995
Buildings Equipment
and and
Land Improvements furnishings Total
---------- ------------ ------------ ----------
Shopping Center:
Parkway Village $1,750,000 4,785,765 - 6,535,765
---------- ------------ -----------
Lindsay Main Plaza 949,000 1,097,242 - 2,046,242
Less writedown for
impairment (537,637) (549,190) - (1,086,827)
---------- ------------ ----------- -----------
Adjusted carrying value 411,363 548,052 - 959,415
---------- ------------ ----------- -----------
Total cost, net 2,161,363 5,333,817 - 7,495,180
---------- ------------ ----------- -----------
Less accumulated
depreciation - (531,549) - (531,549)
---------- ------------ ----------- -----------
$2,161,363 4,802,268 - $6,963,631
========== ============ =========== ===========
October 31, 1994
Buildings Equipment
and and
Land Improvements furnishings Total
---------- ------------ ------------ ----------
Shopping Center:
Parkway Village $1,750,000 4,785,765 - 6,535,765
---------- ---------- -----------
Lindsay Main Plaza 949,000 1,096,450 - 2,045,450
Less writedown for
impairment (537,637) (549,190) - (1,086,827)
---------- ---------- --------- -----------
Adjusted carrying value 411,363 547,260 - 958,623
---------- ---------- --------- -----------
Clackamas Corner 475,133 1,487,285 264,530 2,226,948
---------- ---------- --------- -----------
Total cost, net 2,636,496 6,820,310 264,530 9,721,336
---------- ---------- --------- -----------
Less accumulated
depreciation - (784,450) (218,140) (1,002,590)
---------- ---------- --------- -----------
$2,636,496 6,035,860 46,390 8,718,746
========== ============ =========== ===========
26
27
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
October 31, 1995, 1994, and 1993
(2) Continued
Parkway Village
In fiscal 1995, a non sudden release of a dry cleaning solution,
tetrachloroethylene (PERC), was reported by the dry cleaning tenant (the
Tenant) at Parkway Village to the State of Utah Department of
Environmental Quality (DEQ). The Tenant, utilizing the services of an
environmental consulting firm, is currently investigating the extent of
the PERC release and its effect on soil and groundwater in the vicinity.
The DEQ is monitoring the Tenant's progress. Although the Tenant is
responsible for the costs of any required remediation, should the Tenant
be unable to complete the required work due to limitations of its
financial resources, it is likely that the Partnership, as owner of
Parkway Village, would be required to complete the needed remediation.
Management is unable at this time to estimate the extent of expenses, if
any, that may be incurred by the Partnership for remediation of this
contamination. Accordingly, the accompanying financial statements do not
include any adjustments related to this matter.
Clackamas Corner
On October 4, 1995, the Partnership sold the land, related improvements
and personal property of the retail center known as Clackamas Corner
located at the northeast corner of the Clackamas Town Center in
unincorporated Clackamas County, Oregon. The purchaser, Stephen M.
Berrey, is not affiliated with the Partnership, its Managing General
Partner or any affiliate, director, officer or associate of the foregoing,
and the sales price was determined by arm's length negotiations.
Clackamas Corner consists of a one-building shopping center containing
approximately 26,500 square feet of net rentable area on approximately
2.19 acres of land. At the time of sale, Clackamas Corner was
approximately 100% leased and occupied.
The net proceeds to the Partnership before proration of operating income
and expenses related to the property were as follows:
Sales price $2,450,000
Less Costs of Sale-
Sales Commissions (98,000)
Title, legal fees, and other (111,508)
Security Deposit Liability (6,199)
----------
Net Proceeds $2,234,293
==========
27
28
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
October 31, 1995, 1994, and 1993
The net proceeds were distributed to limited partners on October 26, 1995
as follows:
Net Proceeds from Sale $2,234,293
Utilization of Partnership Cash Reserves 37,708
----------
Distribution to Limited Partners ($212/unit) $2,272,001
==========
(3) Mortgage Payable
The mortgage payable is secured by a first deed of trust on Parkway
Village and is nonrecourse to the Partnership. The carrying value of
Parkway Village, the property collateralizing this debt of the
Partnership, was $6,137,468 at October 31, 1995. The payment terms of the
mortgage note are as follows:
Interest Rate: 9.5%
Monthly Payment: $52,422
Due Date: May 5, 2003
Aggregate maturities of principal payments for the five fiscal years
ending October 31, 2000 and thereafter related to the Parkway Village
mortgage are as follows:
1996 $ 77,556
1997 85,253
1998 93,715
1999 103,015
2000 113,239
Thereafter 5,367,482
----------
$5,840,260
==========
(4) Transactions with Related Parties
BAILP is the Managing Agent of the Partnership and is paid property
management, loan servicing, and acquisition fees for its services to the
Partnership. The property management fee is equal to 5% of gross receipts
from the Properties, less management fees paid to others. The property
management fee earned by BAILP amounted to $13,328, $15,182 and $10,195
for the years ended October 31, 1995, 1994 and 1993, respectively. For
mortgage loans and land lease investments serviced by BAILP, the servicing
fee is equal to 1/4 of 1% per annum of the outstanding amount funded by
the Partnership. A servicing fee of $3,226 was earned by BAILP for the
year ended October 31, 1993. No servicing fees were earned by BAILP in
fiscal 1995 or 1994 as the Partnership's mortgage loan investment was
extinguished and the Partnership acquired Parkway Village in the third
quarter of fiscal 1993, as more fully discussed in Note 2.
The Partnership also reimburses BAILP for its allocable share of salaries
of nonmanagement and nonsupervisory personnel providing accounting,
investor reporting and communications, and legal services to the
Partnership and allowable expenses related to the maintenance and repair
of data processing equipment used for or by the Partnership. The amount
due to BAILP for such
28
29
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
October 31, 1995, 1994, and 1993
reimbursements amounted to $16,512, $16,542 and $16,566 for the years ended
October 31, 1995, 1994, and 1993, respectively.
(5) Future Rental Income
Aggregate base rental income relating to long-term noncancellable leases
for the Partnership's properties for the five fiscal years ending October
31, 2000 and thereafter is as follows:
1996 $1,011,891
1997 1,014,973
1998 853,488
1999 666,527
2000 602,379
Thereafter 2,964,119
----------
$7,113,377
==========
(6) Properties Held for Sale
The Partnership has recorded its real estate investments as properties
held for sale. The Managing General Partner is attempting to sell the
properties and liquidate the Partnership in 1996. However, there can be
no assurances that the Partnership will sell the properties in 1996. The
ability of the Partnership to sell Parkway Village may be adversely
effected by the existence and remediation of the dry cleaning solution
contamination at the property, more fully discussed in Note 2. The
Partnership has entered into separate listing agreements with unrelated
real estate firms to act as the exclusive selling agents for the sale of
Parkway Village and Lindsay-Main Plaza. The Managing General Partner
believes that the sales of the properties, if consummated, will generate
net proceeds to the Partnership after the payment of sales costs, closing
costs and the mortgage payable at Parkway Village; however, the sales
transactions may include cash at closing and deferred payments to the
Partnership. The Partnership intends to apply net sales proceeds to
maintain sufficient cash reserves, as determined by the Managing General
Partner, pay amounts payable to the Managing General Partner, and,
thereafter, to make distributions to limited partners.
29
30
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in accountants or disagreements with accountants on
any matter of accounting principles or practices on financial statement
disclosure or auditing scope or procedure.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership does not have directors or executive officers. The general
partner of the Partnership's Managing General Partner and Associate General
Partner is Boettcher Properties Ltd. (BPL). BPL Holdings, Inc. (BPL Holdings),
a Delaware corporation, is the general partner of BPL. During fiscal 1995, the
ultimate parent company of BPL Holdings (Kemper Securities Holdings, Inc.)
experienced a change in ownership, whereby it became a wholly-owned subsidiary
of EVEREN Capital Corporation and changed its name to EVEREN Securities
Holdings, Inc. (ESHI). EVEREN Securities, Inc. is a wholly-owned subsidiary of
ESHI. These changes have had no impact on the day-to-day operations of BPL
Holdings. The following is a list of the directors and officers of BPL
Holdings.
Present Position and Principal Occupation and
Name and Age Affiliation During the Last Five Years or More:
Janet L. Reali Director and President (Principal Executive Officer
Age: 44 of the Partnership)
Ms. Reali was elected Executive Vice President and
Secretary of EVEREN Capital Corporation in May 1995.
Since December 1993 she has been Executive Vice
President, Corporate Counsel and Corporate
Secretary of EVEREN Securities, Inc. She became a
Director and the President of BPL Holdings, Inc. in
May 1995. She was Senior Vice President and
Associate General Counsel of EVEREN Securities, Inc.
from July 1991 to December 1993. Before joining
EVEREN Securities, Inc. she was a partner in the
Chicago law firm of Keck, Mahin & Cate.
Stanley R. Fallis Director of BPL Holdings, Inc.
Age: 54 Mr. Fallis graduated from the University of Idaho
with a BS degree in accounting. Mr. Fallis also
obtained an MBA degree from the University of Utah.
Mr. Fallis is a Certified Public Accountant and
practiced public accounting for six years. Mr.
Fallis was associated with Boettcher and Company and
its successor, EVEREN Securities, Inc. for 18 years.
He served as Chief Financial Officer of EVEREN
Securities Inc. From August 1990 to January 1994.
He then served as Senior Vice President of Kemper
Corporation from March 1994 to March 1995. He is
currently Senior Executive Vice President and
Director of Administration of EVEREN Securities,
Inc.
30
31
Daniel D. Williams Director and Vice President of BPL Holdings, Inc.
Age: 44 Mr. Williams became a Director and Vice President of
BPL Holdings, Inc. May 1995. Mr. Williams was
elected Senior Executive Vice President, Treasurer
and Chief Financial Officer of EVEREN Capital
Corporation in May 1995. Since April 1995 he has
been Senior Executive Vice President and Chief
Financial Officer of EVEREN Securities, Inc. From
January 1994 to April 1995, Mr. Williams was
Executive Vice President and Director of Finance and
Administration, and from January 1991 to January
1994 he was Senior Vice President and Director of
Accounting of, EVEREN Securities, Inc. Prior
thereto, he was Executive Vice President, Treasurer
and Chief Financial Officer of Boettcher and
Company.
Kelly J. Stradinger Vice President and Secretary of BPL Holdings, Inc.
Age: 36 Mr. Stradinger joined BPL in 1983 as Assistant
Controller for the syndicated public real estate
partnerships. Mr. Stradinger is currently in charge
of asset management for all syndicated
partnerships where BPL or an affiliate is the
general partner. He is also a Vice President of
EVEREN Securities, Inc. and Director of Leasing for
the facilities management department. Mr.
Stradinger graduated from Western Michigan
University with a Bachelor of Business
Administration in Accounting and successfully
completed the Certified Public Accountant exam.
Thomas M. Mansheim Director and Treasurer of BPL Holdings, Inc.
Age: 38 (Principal Financial and Accounting Officer
of the Partnership)
Mr. Mansheim joined BPL in 1984 and is currently a
Senior Vice President with EVEREN Securities,
Inc. He became a Director of BPL Holdings in July
1995 and has been the Treasurer of BPL Holdings,
Inc. since December 1987. Mr. Mansheim is a
Certified Public Accountant and from 1980 to 1984
was employed with KPMG Peat Marwick. Mr. Mansheim
graduated from the University of Colorado with a
Bachelor of Science degree in business
administration.
There is no family relationship among the officers or directors of BPL Holdings
or any of its affiliates.
31
32
Item 11. EXECUTIVE COMPENSATION
The Partnership, as an entity, does not have any directors or executive
officers. The information required by Item 402 of Regulation SK relating to
amounts owed by the Partnership to the Managing General Partner and its
affiliates for services rendered during the fiscal year ended October 31, 1995
is presented below. Reference is also made to Note 4 to Financial Statements
as contained in Item 8 of this report for a description of related parties.
Total
Capacities In Which Cash Deferral Fees
Name of Entity Compensation Was Earned Paid of Fees Earned
- --------------- -------------------------- ---- -------- -------
Boettcher Reimbursement of direct - $16,512 $16,512
Affiliated general and administrative
Investors L.P. expenses
Boettcher Property Management Fee - $13,328 $13,328
Affiliated L.P.
Investors L.P.
No form of non-cash remuneration was paid by the Partnership. See Item 13
below with respect to a description of certain transactions of the Managing
General Partner and its affiliates with the Partnership.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
To the knowledge of the Partnership, no person or group owns of record or
beneficially more than 5% of the outstanding Units.
The Partnership has no directors or executive officers. To the knowledge of
the Partnership, no directors or officers of the Managing General Partner or
its affiliates currently own any Units.
There exists no arrangement, known to the Partnership, the operation of which
may at a subsequent date result in a change in control of the Partnership.
32
33
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership has no directors or executive officers. The information
required by Item 404 of Regulation S-K is set forth in Item 11, Executive
Compensation, as contained in this report.
The Partnership has a Management Agreement with the Managing General Partner
pursuant to which the Managing General Partner is responsible for finding and
negotiating the acquisition of suitable investments for the Partnership,
originating or purchasing mortgage loans and negotiating lease terms for land
lease transactions. The Managing General Partner is also responsible for
performing the day-to-day investment and administrative operations of the
Partnership and supervising the management and operation of the Partnership's
Properties. For such services, the Managing General Partner is entitled to
receive annual fees comprised of a Property Management Fee and a Loan Servicing
Fee as more fully discussed in Note 4 to the Financial Statements as contained
in Item 8 of this report. The Managing General Partner earns such fees for
services provided to the Partnership pursuant to the Management Agreement and
not by reason of its Partnership interest. The Managing General Partner earned
a Property Management Fee of $13,328 for the fiscal year ended October 31,
1995.
Pursuant to the Partnership Agreement, the Managing General Partner may be
reimbursed by the Partnership for certain of its costs including reimbursements
for its allocable share of salaries of nonmanagement and nonsupervisory
personnel providing accounting, investor reporting and communications and legal
services to the Partnership, and the maintenance and repair of data processing
equipment used for or by the Partnership. Pursuant to such provisions for
services provided during the fiscal year ended October 31, 1995, the Managing
General Partner is entitled to receive reimbursements aggregating $16,512.
The Partnership Agreement provides for the net operating income of the
Partnership to be allocated to the partners in accordance with their relative
participation in distribution of operating cash flow. Operating cash flow is
allocated as follows: (i) to the limited partners to the extent necessary to
equal 9% simple interest on the adjusted capital contributions of the limited
partners; (ii) to the General Partners until they have received an amount equal
to 10% of the aggregate amount to be distributed for the period under (i) and
(ii); and (iii) any remaining balance, 10% to the General Partners and 90% to
the limited partners. Net operating cash flow for the years ended October 31,
1995, 1994 and 1993 is less than the 9% preferred return and, accordingly, net
operating income for fiscal 1995, 1994 and 1993 has been allocated solely to
the limited partners.
The Partnership Agreement provides for net capital income from the sale or
other disposition of Partnership properties to be allocated on a cumulative
basis as follows: (i) first, to the extent of gross income applicable to prior
depreciation deductions, 1% to the General Partners and 99% to the limited
partners; (ii) second, to each of the partners in accordance with their
relative participations in distributions of net proceeds and repayment
proceeds. Net capital loss is allocated 1% to the General Partners and 99% to
the limited partners.
33
34
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1) Financial Statements
Independent Auditors' Report
Balance Sheets - October 31, 1995 and 1994
Statements of Operations -
Years ended October 31, 1995, 1994, and 1993
Statements of Partners' Capital -
Years ended October 31, 1995, 1994, and 1993
Statements of Cash Flows -
Years ended October 31, 1995, 1994 and 1993
Notes to Financial Statements
(2) Financial Statement Schedule
Independent Auditors' Report
Schedule III - Real Estate and Accumulated
Depreciation - October 31, 1995
Schedules, other than the one listed, are omitted
for the reason that they are inapplicable or equivalent
information has been included elsewhere herein.
(b) Reports on Form 8-K
The Partnership filed a current report on Form 8-K
dated October 4, 1995 disclosing the sale of Clackamas Corner
Shopping Center. For further discussion refer to Note 2 to
the Financial Statements as contained in Item 8 of this
report.
34
35
(c) Exhibits
NUMBER EXHIBIT
3 Limited Partnership Agreement of Registrant (1)
10.1 Inverness Income Joint Venture Agreement dated July 24, 1984 (2)
10.2 Purchase and Sale Agreement with Exhibits thereto between The
Cumberland Companies, Inc., as Seller, and Inverness Income Joint
Venture as Purchaser, dated as of July 24, 1984 (2)
10.3 Land Lease Agreement with exhibits thereto, between The
Cumberland Companies Inc., Lessor, and Cumberland Office Plaza Joint
Venture, Lessee, dated July 31, 1984 (2)
10.4 Assignment and Assumption Agreement between Boettcher
Affiliated Investors L.P., Assignor, and Boettcher Pension Investors
Ltd., Assignee, dated October 5, 1984 (2)
10.5 Advisor's Consulting Agreement dated September 19, 1984 (2)
10.6 Advisor's Letter of Opinion dated September 19, 1984 (2)
10.7 Management Agreement (3)
10.8 Deed of Trust Note between Johansen Thackeray MacKenzie
Properties, Ltd. and Boettcher Pension Investors Ltd. dated
September 30, 1985 (4)
10.9 Deed of Trust, Security Agreement, Assignment of Rents and
Leases, and Financing Statement between Johansen Thackeray MacKenzie
Properties, Ltd. and Boettcher Pension Investors Ltd. dated
September 30, 1985 (4)
10.10 Loan Agreement between Boettcher Pension Investors Ltd. and
Johansen Thackeray MacKenzie Properties, Ltd. dated
September 30, 1985 (4)
10.11 Collateral Assignment and Security Agreement between
Boettcher Pension Investors Ltd. and Johansen Thackeray MacKenzie
Properties, Ltd. dated September 30, 1985 (4)
10.12 Guaranty dated September 30, 1985 executed by individual
general partners of Borrower (Armand D. Johansen, Donald W. MacKenzie
and John Thackeray) (4)
10.13 Deed of Trust Note between Lindsay-Main Plaza and Boettcher
Pension Investors Ltd. dated March 13, 1986 (5)
35
36
(c) Exhibits, continued
10.14 Deed of Trust, Security Agreement and Assignment of Rents and
Leases, between Lindsay-Main Plaza and Boettcher Pension Investors
Ltd. dated March 13, 1986 (5)
10.15 Loan Agreement between Boettcher Pension Investors Ltd. and
Lindsay-Main Plaza dated March 13, 1986 (5)
10.16 Guarantee dated March 13, 1986 as executed by the individual
general partners of borrower. (Steven Shea, James Shea, Dennis Foley
and Darryl Foley) (5)
10.17 Purchase agreement dated May 8, 1986 between Boettcher Pension
Investors Ltd. and Westwood Corporation (6)
10.18 Notice of Commencement of Case Under Chapter 11 of the
Bankruptcy Code, Meeting of Creditors, and Fixing of Dates dated
March 20, 1992 (7)
10.19 Creditors Amended Plan of Reorganization and Amended Disclosure
Statement dated February 1993 (7)
10.20 Purchase and Sale Agreement for Clackamas Corner (11)
28.7 Creditor's Amended Plan of Reorganization dated
January 27, 1993 (8)
28.8 Order On Motion for Valuation of Secured Claim Held by
California Federal Bank and Objections to Claim No. 5 of California
Federal Bank dated April 13, 1993 (8)
28.9 Preliminary Order on Hearing on Confirmation of Creditor's
Amended Plan of Reorganization dated April 13, 1993 (8)
28.10 Order Confirming Creditor's Amended Plan of Reorganization
dated April 14, 1993 (8)
28.11 Notice of Appeal to District Court dated April 23, 1993 (8)
28.12 Order on Boettcher Pension Investors Ltd.'s Motion to Dismiss
dated September 8, 1993 (9)
28.13 Motion for Entry of Final Decree dated September 26, 1994 (10)
28.13 Clarified Decision on Appeal dated July 15, 1994. (12)
28.14 Supplemental Order Reconfirming the Order Confirming
Creditor's Amended Plan of Reorganization. (12)
36
37
(c) Exhibits, continued
(1) Incorporated by reference to Exhibit No. 3 to Amendment No. 1
to Form S-11 Registration Statement filed June 13, 1984 - File No.
2-91040.
(2) Incorporated by reference to Exhibits No. 10.1 through 10.6,
respectively, to Post-Effective Amendment No. 1 to Form S-11
Registration Statement filed October 23, 1984 - File No. 2-91040.
(3) Incorporated by reference to Exhibit 10 to Amendment No. 1 to
Form S-11 Registration Statement filed June 13, 1984 - File No.
2-91040.
(4) Incorporated by reference to Registrant's Report on Form 8-K
dated September 30, 1985 (filed February 18, 1986).
(5) Incorporated by reference to Registrant's Report on Form 8-K
dated March 19, 1986.
(6) Incorporated by reference to Registrant's Report on Form 8-K
dated May 21, 1986.
(7) Incorporated by reference to Registrant's Report on Form 10-K
dated October 31, 1992.
(8) Incorporated by reference to Registrant's Report on Form 10-Q
dated April 30, 1993.
(9) Incorporated by reference to Registrant's Report on Form 10-Q
dated July 31, 1993.
(10) Incorporated by reference to Registrant's Report on Form 10-K
dated October 31, 1994.
(11) Incorporated by reference to Registrant's Report on Form 8-K
dated October 4, 1995.
(12) Incorporated by reference to Registrant's Report on Form 10-Q
dated September 13, 1994.
37
38
INDEPENDENT AUDITORS' REPORT
THE PARTNERS
BOETTCHER PENSION INVESTORS LTD:
Under date of January 23, 1996, we reported on the balance sheets of Boettcher
Pension Investors Ltd. (a limited partnership) as of October 31, 1995 and 1994,
and the related statements of operations, partners' capital, and cash flows for
each of the years in the three-year period ended October 31, 1995, as contained
in the Partnership's annual report on Form 10-K for the year 1995. In
connection with our audits of the aforementioned financial statements, we also
audited the related financial statement Schedule III - Real Estate and
Accumulated Depreciation. This financial statement schedule is the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on this financial statement schedule based on our audit.
In our opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.
KPMG PEAT MARWICK LLP
Denver, Colorado
January 23, 1996
38
39
BOETTCHER PENSION INVESTORS, LTD.
(A Limited Partnership)
SCHEDULE III - Real Estate and Accumulated Depreciation
October 31, 1995
Costs capitalized
Initial cost (a) Subsequent to acquisition
------------------------------------------------------ ---------------------------------------
Land and Buildings Equipment Land and Buildings Equipment
Mortgage improve- and and improve- and and
PROPERTIES Payable ments Improvements Furnishings ments Improvements Furnishings
- ---------- ---------------------------------------------------------------------------------------------------
SHOPPING CENTERS:
Parkway Village
Provo, Utah $5,840,260 1,750,000 4,770,248 -- -- 15,517 --
Lindsay Main Plaza
Mesa, Arizona -- 949,000 1,076,000 -- -- 21,242 --
---------- --------- --------- -------- -------- ------ --------
Balances at
October 31, 1995 $5,840,260 2,699,000 5,846,248 0 0 36,759 0
========== ========= ========= ======== ======== ====== ========
Gross amount at close
Other (c) of period (a) and (b)
---------------------------------------- ---------------------------------------
Land and Buildings Equipment Land and Buildings Equipment
improve- and and improve- and and
PROPERTIES ments Improvements Furnishings ments Improvements Furnishings
- ---------- -----------------------------------------------------------------------------------
SHOPPING CENTERS:
Parkway Village
Provo, Utah -- -- -- 1,750,000 4,785,765 --
Lindsay Main Plaza
Mesa, Arizona (537,637) (549,190) -- 411,363 548,052 --
--------- --------- -------- --------- --------- --------
Balances at
October 31, 1995 (537,637) (549,190) 0 2,161,363 5,333,817 0
========= ========= ======== ========= ========= ========
Life on which
depr. is computed
----------------------------
Date of Date of Buildings Equipment
Accumulated construc- acquisi- and and
Total depreciation tion tion Improvements Furnishings
-----------------------------------------------------------------------------------
SHOPPING CENTERS:
Parkway Village
Provo, Utah 6,535,765 (398,297) 1985 05-May-93 30 years 10 years
Lindsay Main Plaza
Mesa, Arizona 959,415 (133,252) 1986 17-Nov-88 30 years 10 years
--------- ---------
Balances at
October 31, 1995 7,495,180 (531,549)
========= =========
Notes:
(a) Properties were purchased or acquired through foreclosure during the
periods indicatd above for cash and/or mortgage note payable.
(b) Reconciliation of the total amount at which real estate was carried:
Balance at October 31,
1995 1994
---- ----
Balance at beginning of period ................................... $9,721,336 $9,705,819
Additions during period:
Acquisitions through foreclosure.............................. 0 0
Other acquisitions............................................ 0 0
Improvements, etc............................................. $ 792 $ 15,517
Other (describe).............................................. 0 0
---------- ----------
792 15,517
---------- ----------
9,722,128 9,721,336
Deductions during period:
Cost of real estate sold...................................... 2,226,948 0
Other (describe).............................................. 0 0
---------- ----------
2,226,948 0
---------- ---------
Balance at close of period........................................ $7,495,180 $9,721,336
========== ==========
(b) Reconciliation (continued)
Reconciliation of the total amount of accumulated depreciation:
Balance at October 31,
1995 1994
---- ----
Balance at beginning of period ................................... $(1,002,590) $ (761,140)
Additions during period:
Depreciation expense.......................................... $ (237,919) $ (241,450)
Other (describe).............................................. 0 0
----------- ---------
(237,919) (241,450)
----------- ---------
$(1,240,509) (1,002,590)
Deductions during period:
Cost of real estate sold...................................... (708,960) 0
Other (describe).............................................. 0 0
----------- ---------
(708,960) 0
----------- ---------
$ (531,549) $(1,002,590)
=========== ===========
(c) Represents adjustment to the original purchase price by the seller of
Clackamas Corner. Represents impairment of value related to Lindsay-Main
Plaza and adjacent land in Mesa, Arizona.
(d) The aggregate cost for Federal income tax purposes at
October 31, 1995:
6,535,765
2,044,658
---------
8,580,423
(e) For Federal income tax purposes, buildings are depreciated using the
modified ACRS method over an estimated useful life of 31,5 years at a
rate of 3.175% or the straight-line method over an estimated useful life
of 39 years at a rate of 1/39.
(f) No intercompany profits are included in the total of column E.
(g) Real estate taxes for fiscal 1995 for Parkway Village and Lindsay Main
Plaza were $70,741 and $20,476, respectively.
40
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.
BOETTCHER PENSION INVESTORS LTD.
(Registrant)
By: Boettcher Affiliated Investors L.P.
Managing General Partner
By: Boettcher Properties, Ltd.
Managing General Partner
By: BPL Holdings, Inc.
Managing General Partner
By: /s/Thomas M. Mansheim
-----------------------------
Thomas M. Mansheim, Treasurer
Dated: April 24, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons (constituting a majority
of the Directors of the corporate General Partner of the Registrant's Managing
General Partner) on the 24th day of April, 1996 in the capacities indicated
below.
Name Capacities
JANET L. REALI Director and President of BPL Holdings, Inc.;
Principal Executive Officer
By: /s/Janet L. Reali Dated: April 24, 1996
-----------------
Janet L. Reali
DANIEL D. WILLIAMS Director and Vice President of BPL Holdings, Inc.
By: /s/Daniel D. Williams Dated: April 24, 1996
---------------------
Daniel D. Williams
THOMAS M. MANSHEIM Director and Treasurer of BPL Holdings, Inc.;
Principal Financial and Accounting Officer of
the Partnership
By: /s/Thomas M. Mansheim Dated: April 24, 1996
-----------------------
Thomas M. Mansheim
40
41
No annual report or proxy materials have been sent to the limited partners
of the Partnership. An annual report will be sent to the limited
partners subsequent to this filing, and the Partnership will furnish copies
of such to the Commission when it is sent to the limited partners.
41