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 3 L.P.
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(Exact name of registrant as specified in its charter)
California 0-11769 13-3176625
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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 3 L.P. (the "Partnership")
completed the sale (the "Sale") of its three remaining properties, Autumn
Heights Apartments, a 140-unit apartment complex located in Colorado Springs,
Colorado, Ponte Vedra Beach Village II Apartments, a 124-unit apartment
complex located in Ponte Vedra Beach, Florida, and Skyline Village, a
168-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 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 $25,200,000 (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 $16,656,000 of cash proceeds from the
Sale, net of closing costs of approximately $42,000 and repayment of
indebtedness of approximately $8,502,000. 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 November 30, 1997 (the last fiscal year for which information
is available at the date of this Report) such amounts were $3,593,135,
$1,838,576, $736,373, and $922,261, respectively. Rental income, property
operating expenses, interest expense, and depreciation and amortization expenses
were $2,733,857, $1,356,044, $543,843, and $688,690, respectively, for the nine
months ended August 31, 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 August 31, 1998 consisted of
investments in real estate, less accumulated depreciation, of $16,490,909;
restricted cash of $132,846; other assets, net of accumulated amortization, of
$142,026; mortgages payable of $8,191,266; and security deposits of $101,113.
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 ConAm
Realty Investors 3 LP and Doc Investors, L.L.C. dated January 26, 1999 with
respect to Autumn Heights Apartments.
10.2 Agreement for Purchase and Sale and Joint Escrow Instructions between ConAm
Realty Investors 3 LP and Doc Investors, L.L.C. dated January 26, 1999 with
respect to Ponte Vedra Beach Village II Apartments.
10.3 Agreement for Purchase and Sale and Joint Escrow Instructions between
Skyline Village Joint Venture Limited Partnership and Doc Investors, L.L.C.
dated January 26, 1999 with respect to Skyline Village.
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 3 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