SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1997
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-13233
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BALCOR PENSION INVESTORS-V
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(Exact name of registrant as specified in its charter)
Illinois 36-3254673
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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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
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BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
BALANCE SHEETS
March 31, 1997 and December 31, 1996
(Unaudited)
ASSETS
1997 1996
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Cash and cash equivalents $ 18,103,074 $ 67,655,936
Escrow deposits - restricted 53,335 95,243
Accounts and accrued interest receivable 602,828 665,695
Prepaid expenses 4,324 38,651
Deferred expenses, net of accumulated
amortization of $133,699 in 1996 196,549
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18,763,561 68,652,074
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Investment in first mortgage loan receivable 6,015,968 6,015,968
Less:
Allowance for potential loan losses 2,102,000 2,102,000
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Net investment in loan receivable 3,913,968 3,913,968
Real estate held for sale (net of
allowance of $2,711,056 in 1996) 6,606,724
Investment in joint ventures - affiliates 3,067,085 3,042,286
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6,981,053 13,562,978
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$ 25,744,614 $ 82,215,052
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LIABILITIES AND PARTNERS' CAPITAL
Accounts and accrued interest payable $ 171,195 $ 978,110
Due to affiliates 138,197 150,580
Other liabilities, principally escrow
deposits and accrued real estate taxes 101,109 145,394
Security deposits 81,774
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Total liabilities 410,501 1,355,858
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Commitments and contingencies
Limited Partners' capital
(439,305 Interests issued
and outstanding) 24,859,411 80,322,266
General Partner's capital 474,702 536,928
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Total partners' capital 25,334,113 80,859,194
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$ 25,744,614 $ 82,215,052
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The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended March 31, 1997 and 1996
(Unaudited)
1997 1996
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Income:
Interest on loans receivable and
investment in acquisition loan $ 129,188 $ 1,043,529
Less interest on loan payable -
underlying mortgage 50,699
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Net interest income on loans receivable 129,188 992,830
Interest on short-term investments 355,196 243,266
Participation in income of
joint ventures-affiliates 92,699 104,879
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Total income 577,083 1,340,975
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Expenses:
Loss (income) from operations of real
estate held for sale 101,944 (1,351,784)
Amortization of deferred expenses 196,549 10,035
Administrative 290,691 168,854
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Total expenses 589,184 (1,172,895)
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(Loss) income before equity in loss from
investment in acquisition loan (12,101) 2,513,870
Equity in loss from investment
in acquisition loan (19,508)
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Net (loss) income $ (12,101) $ 2,494,362
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Net (loss) income allocated to General
Partner $ (1,210) $ 249,436
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Net (loss) income allocated to Limited
Partners $ (10,891) $ 2,244,926
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Net (loss) income per Limited Partnership
Interest (439,305 issued and outstanding) $ (0.02) $ 5.11
============== ===============
Distribution to General Partner $ 244,059 $ 244,059
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Settlement distribution to Limited Partners $ 99,534 None
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Distribution to Limited Partners $ 55,352,430 $ 2,196,525
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Distribution per Limited
Partnership Interest $ 126.00 $ 5.00
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The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the quarters ended March 31, 1997 and 1996
(Unaudited)
1997 1996
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Operating activities:
Net (loss) income $ (12,101) $ 2,494,362
Adjustments to reconcile net (loss)
income to net cash used in or provided
by operating activites
Equity in loss from investment
in acquisition loan 19,508
Participation in income of
joint ventures - affiliates (92,699) (104,879)
Amortization of deferred expenses 196,549 10,035
Net change in:
Escrow deposits - restricted 41,908 (108,173)
Accounts and accrued
interest receivable 62,867 (301,794)
Prepaid expenses 34,327 109,049
Accounts and accrued
interest payable (806,915) (94,577)
Due to affiliates (12,383) 18,900
Other liabilities (44,285) 42,593
Security deposits (81,774) (2,170)
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Net cash used in or provided by
operating activities (714,506) 2,082,854
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Investing activities:
Proceeds from sale of real estate 6,900,000
Costs incurred in connection with
the sale of real estate (293,276)
Distributions from joint
ventures - affiliates 67,900 160,984
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Net cash provided by investing activities 6,674,624 160,984
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Financing activities:
Distribution to Limited Partners (55,451,964) (2,196,525)
Distribution to General Partner (244,059) (244,059)
Contribution from General Partner 183,043
Principal payments on loan payable
- underlying mortgage (10,145)
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Net cash used in financing activities (55,512,980) (2,450,729)
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Net change in cash and cash equivalents (49,552,862) (206,891)
Cash and cash equivalents at
beginning of period 67,655,936 17,680,262
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Cash and cash equivalents at end of period $ 18,103,074 $ 17,473,371
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The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
(a) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the quarter
ended March 31, 1997, and all such adjustments are of a normal and recurring
nature.
(b) A reclassification has been made to the previously reported 1996 financial
statements in order to provide comparability with the 1997 statements. This
reclassification has not changed the 1996 results.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1996, eight properties were sold including one in which the
Partnership held a minority joint venture interest. During 1997, the
Partnership sold the Harbor Bay office building. Currently, the General Partner
has entered into a contract to sell the loan collateralized by the remaining
property, Whispering Hills Apartments in which the Partnership holds a minority
joint venture interest. The Partnership is seeking repayment of its remaining
loan. The timing of the termination of the Partnership and final distribution
of cash will depend upon the nature and extent of liabilities and contingencies
which exist or may arise. Such contingencies may include legal and other fees
stemming from litigation involving the Partnership including, but not limited
to, the lawsuit discussed in Note 5 of Notes to Financial Statements. In the
absence of any contingency, the reserves will be paid within twelve months of
the last property being sold or loan being repaid. In the event a contingency
exists, reserves may be held by the Partnership for a longer period of time.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the
quarter ended March 31, 1997 are:
Paid Payable
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Mortgage servicing fees $ 5,219 $ 1,630
Reimbursement of expenses to
the General Partner, at cost 36,521 136,568
The General Partner made a contribution to the Partnership of $183,043 in
connection with the settlement of certain litigation as further discussed in
Note 6 of Notes to Financial Statements.
4. Investment in Joint Venture - Affiliate:
The Partnership has classified the Whispering Hills Apartments first mortgage
loan investment as an investment in joint venture - affiliate. This investment
represents a joint venture between the Partnership and an affiliate. Profits
and losses are allocated 25% to the Partnership and 75% to the affiliate. The
following information has been summarized from the financial statements of the
joint venture:
1997
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Net investment in real estate as of March 31 $14,263,000
Total liabilities as of March 31 200,369
Total income 673,429
Net income 370,795
5. Contingency:
The Partnership is currently involved in a lawsuit whereby the Partnership the
General Partner and certain third parties have been named as defendants seeking
damages relating to tender offers to purchase interests in the Partnership and
nine affiliated partnerships initiated by the third party defendants in 1996.
The defendants continue to vigorously contest this action. This action has been
dismissed with prejudice and plaintiffs have filed an appeal. It is not
determinable at this time whether or not an unfavorable decision in this action
would have a material adverse impact on the financial position, operations and
liquidity of the Partnership. The Partnership believes it has meritorious
defenses to contest the claims.
6. Settlement of Litigation:
A settlement received final approval by the court in November 1996 in the class
action, Paul Williams and Beverly Kennedy, et. at. v. Balcor Pension
Investors-V, et. al. upon the terms described in the notice to class members in
September 1996. The General Partner made a contribution of $183,043 to the
Partnership from which the plaintiffs' counsel received $18,304 pursuant to the
settlement agreement. In February 1997, the General Partner made a settlement
payment of $164,739 ($0.38 per $500 Interest) to members of the class pursuant
to the settlement. Of the total settlement amount, $99,534 was paid to original
investors who held their Limited Partnership Interests at the date of the
settlement and was recorded as a distribution to Limited Partners in the
Financial Statements. The remaining portion of the settlement of $65,205 was
paid to original investors who previously sold their Interests in the
Partnership. This amount was recorded as an administrative expense in the
Financial Statements. The settlement had no material impact on the Partnership.
7. Disposition of Property Acquired Through Foreclosure:
In January 1997, the Partnership sold the Harbor Bay office building in an all
cash sale for $6,900,000. From the proceeds of the sale, the Partnership paid
$293,276 in selling costs. The basis of the property was $9,611,056. For
financial statement purposes, the Partnership did not recognize a gain or loss
on the sale of this property. The Partnership wrote off $2,711,056 of the
basis against the previously established allowance.
8. Subsequent Event:
In April 1997, the Partnership made a distribution of $14,475,100 ($32.95 per
Interest) to the holders of Limited Partnership Interests representing a
regular quarterly distribution of Cash Flow of $5.00 per Interest for the first
quarter of 1997 and a special distribution of $27.95 per Interest primarily
from proceeds received from the Harbor Bay office building and the 1996
property and note receivable sales.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Pension Investors-V (the "Partnership") is a limited partnership formed
in 1983 to invest in wrap-around mortgage loans, first mortgage loans and, to a
lesser extent, junior mortgage loans. The Partnership raised $219,652,500 from
sales of Limited Partnership Interests and utilized these proceeds to fund
thirty-four loans. The Harbor Bay office building was sold in January 1997.
There is currently one loan outstanding in the Partnership's portfolio, and the
Partnership owns one investment in joint venture with affiliate.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1996 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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Due primarily to the seven property sales, one loan repayment and two loan
sales in 1996, the Partnership generated a net loss during 1997 as compared to
income during 1996. Further discussion of the Partnership's operations is
summarized below.
1997 Compared to 1996
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Discussions of fluctuations between 1997 and 1996 refer to the quarters ended
March 31, 1997 and 1996.
Net interest income on loans receivable decreased in 1997 as compared to 1996
due primarily to the repayment of the Seven Trails Apartments wrap-around loan
receivable, and the sales of The Glen Apartments loan receivable and the Noland
Fashion Square acquisition loan in 1996.
Due to higher average cash balances in 1997 resulting from the property and
loan sales in 1996, interest on short-term investments increased during 1997 as
compared to 1996. A majority of the proceeds received from the sales was
distributed to Partners in January 1997.
Participation in joint ventures with affiliates represents the Partnership's
share of the property operations from the Whispering Hills Apartments and the
45 West 45th Street Office Building. Primarily as a result of the sale of the
45 West 45th Street Office Building in 1996, participation in income of joint
ventures with affiliates decreased during 1997 as compared to 1996.
Provisions are charged to income when the General Partner believes an
impairment has occurred to the value of its properties or in a borrower's
ability to repay a loan or in the value of the collateral property.
Determinations of fair value are made periodically on the basis of performance
under the terms of the loan agreement and assessments of property operations.
Determinations of fair value represent estimations based on many variables
which affect the value of real estate, including economic and demographic
conditions. During 1997 and 1996, the Partnership did not recognize any
provisions related to its loans or real estate held for sale. During 1997, an
allowance of $2,711,056 related to the Harbor Bay office building was written
off in connection with the sale of the property.
Income from operations of real estate held for sale represents net property
operations generated by the properties the Partnership has acquired through
foreclosure. Real estate held for sale generated income in 1996; however, due
to the sales of seven properties in 1996 and the sale of the Harbor Bay office
building in January 1997, a loss was generated in 1997. The loss in 1997
resulted primarily from the payment of the final operating expenses related to
properties sold in 1996 and expenses related to the Harbor Bay office building
which was sold in January 1997.
In connection with the sale of the Harbor Bay office building in 1997, the
Partnership wrote-off the remaining unamortized leasing commissions related to
the property which resulted in an increase in amortization expense during 1997
as compared to 1996.
The Partnership incurred higher postage and printing costs in connection with a
response to a tender offer during 1997. In addition, the General Partner made
a payment in connection with the settlement of a class action lawsuit to
investors who previously sold their Interests in the Partnership which was
classified as an administrative expense. See Note 6 of Notes to Financial
Statements for additional information. As a result, administrative expenses
increased during 1997 as compared to 1996.
Liquidity and Capital Resources
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The cash position of the Partnership decreased by approximately $49,553,000 as
of March 31, 1997 when compared to December 31, 1996 primarily as a result of a
distribution to Limited Partners in January 1997. Cash of approximately
$715,000 was used in operating activities primarily to pay expenses related to
sold properties and administrative expenses. These payments were partially
offset by interest income from the Partnership's loan receivable and short-term
investments. The Partnership's investing activities generated cash of
approximately $68,000 from a distribution from a joint venture with an
affiliate and approximately $6,607,000 of net proceeds from the sale of the
Harbor Bay office building. Cash of approximately $55,513,000 was used in
financing activities consisting primarily of a distribution to Limited
Partners.
The Partnership classifies the cash flow performance of its properties as
either positive, a marginal deficit or a significant deficit. A deficit is
considered to be significant if it exceeds $250,000 annually or 20% of the
property's rental and service income. The Partnership defines cash flow
generated from its properties as an amount equal to the property's revenue
receipts less property related expenditures. The property in which the
Partnership holds a minority joint venture interest with an affiliate, the
Whispering Hills Apartments, generated positive cash flow during 1997 and 1996.
The Harbor Bay office building generated positive cash flow during 1996 and
prior to its sale in January 1997. All seven of the Partnership's properties
which were sold in 1996 generated positive cash flow prior to their sales in
1996. The property in which the Partnership held a joint venture interest with
affiliates, the 45 West 45th Street Office Building, generated positive cash
flow prior to its sale in 1996.
During 1996, eight of the Partnership's properties were sold including one in
which the Partnership held a minority joint venture interest. During January
1997, the Partnership sold the Harbor Bay office building. Currently, the
General Partner has entered into a contract to sell the loan collateralized by
the remaining property, Whispering Hills Apartments for a sale price of
$17,200,000, in which the Partnership holds a minority joint venture interest.
See Item 5. Other Information for additional information regarding the sale
terms. The Partnership is seeking repayment of its remaining loan. The timing
of the termination of the Partnership and final distribution of cash will
depend upon the nature and extent of liabilities and contingencies which exist
or may arise. Such contingencies may include legal and other fees stemming from
litigation involving the Partnership including, but not limited to, the lawsuit
discussed in Note 5 of Notes to the Financial Statements. In the absence of any
contingency, the reserves will be paid within twelve months of the last
property being sold or loan being repaid. In the event a contingency exists,
reserves may be held by the Partnership for a longer period of time.
The Meadow Run Apartments first mortgage loan matured in July 1996. The
Partnership negotiated an extension of the loan until December 1996 to allow
the borrower additional time to secure alternate financing. The loan came due
in December 1996 and the borrower is currently pursuing alternate financing and
continues to make monthly interest payments to the Partnership.
In January 1997, the Partnership sold the Harbor Bay office building in an all
cash sale for $6,900,000. From the proceeds of the sale the Partnership paid
$293,276 in selling costs. The net proceeds were distributed to the Limited
Partners in April 1997. See Note 7 of Notes to the Financial Statements for
additional information.
Pursuant to the sale agreement for the Huntington Meadows Apartments, $200,000
was retained by the Partnership and was unavailable for distribution until
February 1997, at which time the funds were released to the Partnership. Also,
pursuant to the sale agreement for the 45 West 45th Street Office Building, in
which the Partnership held a minority joint venture interest, $500,000 was
retained by the joint venture and was unavailable for distribution until April
1997, at which time $108,701 of the funds were released to the Partnership.
In February 1997, the General Partner made a settlement payment of $164,739
($.38 per Interest) to members of the class pursuant to the settlement approved
by the court in November 1996 in the Paul Williams and Beverly Kennedy et. at.
v. Balcor Pension Investors-V, et. al. class action lawsuit. The General
Partner made a contribution of $183,043 to the Partnership of which the
plaintiff's counsel received $18,304 pursuant to the settlement agreement. Of
the total settlement amount, $99,534 was paid to the original investors who
held their Limited Partnership Interests at the date of the settlement and was
recorded as a distribution to Limited Partners in the Financial Statements. The
remaining portion of the settlement of $65,205 was paid to original investors
who previously had sold their Interests in the Partnership. This amount was
recorded as an administrative expense in the Financial Statements.
In April 1997, the Partnership paid a distribution of $14,475,100 ($32.95 per
Interest) to the holders of Limited Partnership Interests representing the
regular quarterly distribution of Cash Flow of $5.00 per Interest for the first
quarter of 1997 and a special distribution of $27.95 per Interest primarily
from proceeds received from the Harbor Bay office building and the 1996
property and note receivable sales. Including the April 1997 distribution,
Limited Partners have received cash distributions totaling $758.85 per $500
Interest. Of this amount, $420.12 has been Cash Flow from operations and
$338.73 represents a return of Original Capital. In April 1997, the
Partnership also paid $183,044 to the General Partner as its distributive share
of Cash Flow for the first quarter of 1997 and made a contribution to the Early
Investment Incentive Fund of $61,015. Future distributions will be made from
available proceeds from the sale of the Partnership's remaining joint venture
property and the repayment of its remaining loan. The General Partner, on
behalf of the Partnership, has retained what it believes is an appropriate
amount of working capital to meet current cash or liquidity requirements which
may occur.
In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners.
Changing interest rates can impact real estate values in several ways.
Generally, declining interest rates may lower the cost of capital allowing
buyers to pay more for a property whereas rising interest rates may increase
the cost of capital and lower the price of real estate. Lower interest rates
may increase the probability that borrowers' may seek prepayment of the
Partnership's loan whereas rising interest rates decrease the yields on the
loans and make prepayment less likely.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 5. Other Information
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Whispering Hills Apartments
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In 1987, the Partnership and an affiliate (together, the "Participants"),
funded a $15,700,000 first mortgage loan (the "Loan") collateralized by a first
mortgage on the Whispering Hills Apartments, Overland Park, Kansas. The
Partnership funded $3,925,000 (25%) of the Loan. The Participants subsequently
funded an additional $4,889,508 towards the Loan, of which $1,102,708 was
contributed by the Partnership. In 1994, pursuant to the settlement of a
lawsuit relating to the property, the Participants received from the borrower a
$1,125,000 payment, which was applied to the outstanding principal amount of
the loan, $281,250 of which was the Partnership's share.
Pursuant to an agreement (the "Agreement") dated March 15, 1989, the
Participants have the right to negotiate a sale of the property to a third
party. Unless the borrower purchases the Loan for a sale price equal to the
proposed sale price of the property, the borrower is obligated to agree to any
such sale provided further that the proposed sale price exceeds the then
appraised value of the property.
The Participants have marketed the property for sale and the best offer
received was for $17,200,000. The borrower has exercised its option and on May
6, 1997 the Participants entered into a contract (the "Loan Contract") to sell
the Loan to the current owners of the property for a sale price of $17,200,000
plus the property's net cash flow for the period May 1 through the closing
date, as defined below. Pursuant to the terms of the Loan Contract, the
Participants have written down the outstanding principal balance of the Loan to
$17,200,000, representing a write-off of $2,264,508. The owner has deposited
$350,000 into an escrow account as earnest money. The remainder of the sale
price is payable in cash at closing, scheduled for May 30, 1997. From the
proceeds of the sale, the Participants will pay a sale commission to an
unaffiliated party which provided property management services for other
properties owned by the Partnership of $344,000. The Participants will receive
the remaining sale proceeds of $16,856,000, less closing costs, of which the
Partnership's share is expected to be $4,214,000. Neither the General Partner
nor any affiliate will receive a brokerage commission in connection with the
sale of the Loan. The General Partner will be reimbursed by the Partnership for
actual expenses incurred in connection with the sale.
It is possible that the owners may fail to complete the purchase of the Loan.
In such event, the Participants intend to proceed with a sale of the property
to the third party. The Participants also have the option to proceed with a
foreclosure of the property.
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits:
(4) Form of Subscription Agreement set forth as Exhibit 4.1 to Amendment No. 1
dated January 16, 1984 to the Partnership's Registration Statement on Form S-11
(Registration No. 2-87662) and Form of Confirmation regarding Interests in the
Registrant set forth as Exhibit 4.2 to the Partnership's Report on Form 10-Q
for the quarter ended September 31, 1992 (Commission File No. 0-13233) are
incorporated herein by reference.
(10)(a)(i) Agreement of Sale and attachments thereto relating to the sale of
the Granada Apartments, Tampa, Florida previously filed as Exhibit (2)(a)(i) to
the Partnership's Current Report on Form 8-K dated September 17, 1996 is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the Granada
Apartments, Tampa, Florida previously filed as Exhibit (2)(a)(ii) to the
Partnership's Current Report on Form 8-K dated September 17, 1996 is
incorporated herein by reference.
(iii) Letter Agreement dated October 7, 1996, relating to the sale of the
Granada Apartments, Tampa, Florida previously filed as Exhibit (99)(b) to the
Partnership's Current Report on Form 8-K dated October 3, 1996 is incorporated
herein by reference.
(iv) Second Amendment to Agreement of Sale relating to the sale of Granada
Apartments, Tampa, Florida previously filed as Exhibit (10)(a)(iv) to the
Partnership's Current Report on Form 10-Q for the quarter ended September 30,
1996, is incorporated herein by reference.
(b)(i) Agreement of Sale and attachments thereto relating to the sale of the
Plantation Apartments, Tampa, Florida previously filed as Exhibit (2)(b)(i) to
the Partnership's Current Report on Form 8-K dated September 17, 1996 is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the
Plantation Apartments, Tampa, Florida previously filed as Exhibit (2)(b)(ii) to
the Partnership's Current Report on Form 8-K dated September 17, 1996 is
incorporated herein by reference.
(iii) Letter Agreement dated October 7, 1996, relating to the sale of the
Plantation Apartments, Tampa, Florida previously filed as Exhibit (99)(c) to
the Partnerships Current Report on Form 8-K dated October 3, 1996 is
incorporated herein by reference.
(iv) Second Amendment to Agreement of Sale relating to the sale of Plantation
Apartments, Tampa, Florida previously filed as Exhibit (10)(b)(iv) to the
Partnership's Current Report on Form 10-Q for the quarter ended September 30,
1996, is incorporated herein by reference.
(c)(i) Agreement of Sale and attachments thereto relating to the sale of the
The Glades on Ulmerton Apartments, Largo, Florida previously filed as Exhibit
(2)(c)(i) to the Partnership's Current Report on Form 8-K dated September 17,
1996 is incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the The
Glades on Ulmerton Apartments, Largo, Florida previously filed as Exhibit
(2)(c)(ii) to the Partnership's Current Report on Form 8-K dated September 17,
1996 is incorporated herein by reference.
(iii) Letter Agreement dated October 7, 1996, relating to the sale of the The
Glades on Ulmerton Apartments, Largo, Florida previously filed as Exhibit
(99)(d) to the Partnership's Current Report on Form 8-K dated October 3, 1996
is incorporated herein by reference.
(d)(i) Agreement of Sale and attachments thereto relating to the sale of the
Union Tower office building, Lakewood, Colorado previously filed as Exhibit (2)
to the Partnership's Current Report on Form 8-K dated October 10, 1996 is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the Union
Tower office building, Lakewood, Colorado previously filed as Exhibit
(10)(d)(ii) to the Partnership's Current Report on Form 10-Q for the quarter
ended September 30, 1996, is incorporated herein by reference.
(e) Purchase and Sale Agreement relating to the sale of the first mortgage loan
secured by The Glen Apartments, Fairfax County, Virginia previously filed as
Exhibit (10)(e) to the Partnership's Current Report on Form 10-K for the
quarter ended December 31, 1996, is incorporated herein by reference.
(f)(i) Agreement of Sale and attachments thereto relating to the sale of the
1420 Harbor Bay Parkway, Alameda, California previously filed as Exhibit (2)(a)
to the Partnership's Current Report on Form 8-K dated December 6, 1996 is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the 1420
Harbor Bay Parkway, Alameda, California previously filed as Exhibit (2)(b) to
the Partnership's Current Report on Form 8-K dated December 6, 1996 is
incorporated herein by reference.
(iii) Second Amendment to Agreement of Sale relating to the sale of the 1420
Harbor Bay Parkway, Alameda, California previously filed as Exhibit
(10)(f)(iii) to the Partnership's Current Report on Form 10-K for the quarter
ended December 31, 1996, is incorporated herein by reference.
(iv) Third Amendment to Agreement of Sale relating to the sale of the 1420
Harbor Bay Parkway, Alameda, California previously filed as Exhibit (10)(f)(iv)
to the Partnership's Current Report on Form 10-K for the quarter ended December
31, 1996, is incorporated herein by reference.
(g) Agreement to Purchase Loan Documents relating to the sale of first mortgage
loan secured by Whispering Hills Apartments, Overland Park, Kansas is attached
hereto.
(16) Letter from Ernst & Young LLP dated September 19, 1995 regarding the
change in the Partnership's certifying accountant previously filed as Exhibit
16 to the Partnerships Report on Form 8-K/A dated October 27, 1995 (Commission
File No. 0-13233) is hereby incorporated herein by reference.
(27) Financial Data Schedule of the registrant for the quarter ending March 31,
1997 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended March 31, 1997.
SIGNATURES
Pursuant to the requirements 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.
BALCOR PENSION INVESTORS-V
By: /s/Thomas E. Meador
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Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Mortgage Advisors-V, the General Partner
By: /s/Jayne A. Kosik
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Jayne A. Kosik
Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Mortgage Advisors-V, the General
Partner
Date: May 14, 1997
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