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
----------------
CONAM REALTY INVESTORS 4 L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 0-13329 13-2685746
- --------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
1764 San Diego Avenue, San Diego, California 92110
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (619) 297-6771
--------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 29, 1999, ConAm Realty Investors 4 L.P. (the "Partnership")
completed the sale (the "Sale") of its two remaining properties, Village at
Foothills II & III Apartments, a 120-unit apartment community located in
Tucson, Arizona, and Shadowood Village Apartments, a 110-unit apartment
complex located in Jacksonville, Florida (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 IV,
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 $9,350,000 (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 $9,318,000 of cash proceeds from the Sale,
net of closing costs of approximately $32,000. 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, or depreciation expense 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 $4,272,753, $2,465,118, and $695,023, respectively.
Rental income, property operating expenses, and depreciation expense were
$1,220,582, $741,652, and $317,103, 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 $7,299,188;
other assets of $71,485; and security deposits of $35,579. 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
Village at the Foothills (Phase II) Joint Venture Limited Partnership and
DOC Investors, L.L.C., dated January 26, 1999 with respect to Village at
Foothills II & III Apartments.
10.2 Agreement for Purchase and Sale and Joint Escrow Instructions between
Shadowood Village, Ltd. and DOC Investors, L.L.C., dated January 26, 1999
with respect to Shadowood Village Apartments.
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 IV, LTD.,
General Partner of ConAm Realty Investors 4 L.P.
By: Continental American Development, Inc.,
General Partner
Date: February 12, 1999 By: /s/Daniel J. Epstein
--------------------
Daniel J. Epstein
Director, President, and Principal
Executive Officer
Date: February 12, 1999 By: /s/Robert J. Svatos
-------------------
Robert J. Svatos
Chief Financial Officer