SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 1999
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CONAM REALTY INVESTORS 81 L.P.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 0-10223 13-3069026
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
1764 San Diego Avenue, San Diego, California 92110
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (619) 297-6771
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(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 29, 1999, ConAm Realty Investors 81 L.P. (the "Partnership")
completed the sale (the "Sale") of its two remaining properties, Las Colinas
Apartments I and II, a 300-unit apartment community located in Scottsdale,
Arizona, and Tierra Catalina, a 120-unit apartment community located in Tucson,
Arizona (the "Properties"), to DOC Investors, L.L.C., a Delaware limited
liability company (the "Purchaser"). The members of the Purchaser are two
pension funds which own an aggregate 91% interest in the Purchaser, advised by
Lend Lease Real Estate Investments, Inc. ("Lend Lease"), which is unaffiliated
with ConAm Property Services, Ltd., the general partner of the Partnership (the
"General Partner"), and ConAm DOC Affiliates LLC, an affiliate of the General
Partner ("ConAm DOC"), which owns a 9% interest in the Purchaser. As described
in the Consent Solicitation Statement defined below, ConAm DOC has the potential
to receive up to an additional 18% of the profits of the Purchaser after certain
priority returns are paid to the members of the Purchaser. The Purchaser has
retained ConAm Management Corporation, an affiliate of the General Partner, to
act as the initial property manager for the Properties. As required by the
Partnership's Amended and Restated Certificate and Agreement of Limited
Partnership (the "Partnership Agreement"), the consent of a majority in interest
of the Limited Partners to the Sale was obtained pursuant to a Consent
Solicitation Statement dated December 16, 1998 (the "Consent Solicitation
Statement").
The sale price of the Properties was $22,250,000 (before selling costs and
prorations). The sale price was negotiated between the General Partner, on
behalf of the Partnership, and Lend Lease on behalf of the Purchaser. The
Partnership received approximately $12,371,000 of cash proceeds from the Sale,
net of closing costs of approximately $1,000 and repayment of indebtedness of
approximately $9,878,000. All net cash proceeds from the Sale, less any amount
the General Partner determines to set aside as a reserve for contingencies, will
be distributed to the Limited Partners.
The Purchaser purchased the Properties on an "As Is" basis with only
limited representations and warranties by the Partnership as to the condition of
the Properties or their fitness for any purpose. Any representations made by
the Partnership will survive for only a period of six months following the
closing date. Although it is not expected, the Partnership could ultimately
have some liability to the Purchaser under such representations and warranties.
ITEM 5. OTHER EVENTS.
By amendment dated January 18, 1999 (the "Amendment"), Section 12 of the
Partnership's Partnership Agreement was amended to permit proposed sales of
Partnership properties to "affiliates" of the General Partner, if such proposed
sales are approved by the Limited Partners. As required by the Partnership
Agreement, the consent of a majority in interest of the Limited Partners to the
Amendment was obtained pursuant to the Consent Solicitation Statement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information - Narrative.
As a result of the Sale of the Properties by the Partnership, beyond the
date of sale there will be no further rental income, property operating
expenses, interest expense, or depreciation and amortization expenses in the
consolidated financial statements of the Partnership. For the Partnership's
fiscal year ended December 31, 1997 (the last fiscal year for which information
is available at the date of this Report) such amounts were $3,196,975,
$1,520,450, $840,832, and $769,828, respectively. Rental income, property
operating expenses, interest expense, and depreciation and amortization expenses
were $2,533,468, $1,127,722, $624,129, and $577,331, respectively, for the nine
months ended September 30, 1998 in the consolidated financial statements of the
Partnership. Also as a result of the Sale of the Properties, there are no
further assets and liabilities related to the Properties in the Partnership's
consolidated financial statements, which at September 30, 1998 consisted of
investments in real estate, less accumulated depreciation, of $10,055,322;
restricted cash of $457,429; other assets of $76,278; mortgages payable of
$9,749,593; and security deposits of $64,464. Following the Sale, the
Partnership's only asset will be cash and cash equivalents; its only liabilities
will be distribution payable and accounts payable and accrued expenses; its only
income will be interest income; and its only expenses will be general and
administrative expenses of winding up and liquidating the Partnership.
(c) Exhibits.
4.1 Amendment, dated January 18, 1999 to Partnership Agreement.
10.1 Agreement for Purchase and Sale and Joint Escrow Instructions between
RI81 Las Colinas Limited Partnership and DOC Investors, L.L.C. dated
January 26, 1999 with respect to Las Colinas Apartments I and II.
10.2 Agreement for Purchase and Sale and Joint Escrow Instructions between
Tierra Catalina Limited Partnership and DOC Investors, L.L.C. dated
January 26, 1999 with respect to Tierra Catalina.
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.
CONAM PROPERTY SERVICES, LTD.,
General Partner of ConAm Realty Investors 81 L.P.
By: Continental American Development, Inc.,
General Partner
Date: February 12, 1999 By: /s/ Daniel J. Epstein
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Daniel J. Epstein
Director, President, and Principal Executive
Officer
Date: February 12, 1999 By: /s/ Robert J. Svatos
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Robert J. Svatos
Chief Financial Officer