UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE YEAR ENDED: DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____ to _____
COMMISSION FILE NUMBER: 0-11085
CONAM REALTY INVESTORS 2 L.P.
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EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
CALIFORNIA 13-3100545
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STATE OR OTHER I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION IDENTIFICATION NO.
1764 San Diego Avenue
San Diego, CA 92110 Attn.: Robert J. Svatos 92110-1906
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICES ZIP CODE
Registrant's telephone number, including area code (619) 297-6771
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
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TITLE OF CLASS
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 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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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 the 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)
Documents Incorporated by Reference:
Portions of Parts I, II, III and IV are incorporated by reference to the
Partnership's Annual Report to Unitholders for the year ended December 31, 1998.
PART I
ITEM 1. BUSINESS
(a) GENERAL DESCRIPTION OF BUSINESS AND OBJECTIVES
ConAm Realty Investors 2 L.P., formerly known as Hutton/ConAm Realty
Investors 2 (the "Partnership"), is a California limited partnership formed
in December 17, 1981. ConAm Property Services II, Ltd. ("CPS II"), a
California limited partnership, and RI-2 Real Estate Services Inc. ("RI-2"),
a Delaware corporation, were the original co-general partners of the
Partnership. On January 27, 1998, CPS II acquired RI-2's co-general partner
interest in the Partnership, effective July 1, 1997, pursuant to a Purchase
Agreement between CPS II and RI-2 dated August 29, 1997. As a result, CPS II
now serves as the sole general partner (the "General Partner") of the
Partnership. In conjunction with this transaction, the name of the
Partnership was changed from Hutton/ConAm Realty Investors 2 to ConAm Realty
Investors 2 L.P.
The Partnership was organized to engage in the business of acquiring,
operating and holding for investment multifamily residential properties. The
Partnership originally invested in four joint ventures and one limited
partnership, each of which was formed to own a specified property. As
described below, prior to December 31, 1998, one of the properties was sold
and cash distributions representing substantially all of the net proceeds
from sale were distributed to the Unitholders. As of January 29, 1999, all of
the Partnership's remaining investments in the properties were sold and in
February 1999, cash distributions representing substantially all of the net
proceeds from sale and cash from operations were distributed to the
Unitholders. The General Partner anticipates that the final liquidation of
the Partnership will be completed in mid-1999.
The Partnership's principal investment objectives with respect to its
interests in real property were:
(1) capital appreciation;
(2) distribution of net cash from operations attributable to rental income;
and
(3) preservation and protection of capital.
Distribution of net cash from operations was the Partnership's objective
during its operational phase, while preservation and appreciation of capital
were the Partnership's long-term objectives. The attainment of the
Partnership's investment objectives was dependent on many factors, including
economic conditions in the United States as a whole and, in particular, in
the localities in which the Partnership's properties were located, especially
with regard to achievement of capital appreciation.
The Partnership utilized the net proceeds of its public offering to acquire
five residential apartment complexes through investments in four joint
ventures and one limited partnership, as follows: (1) Creekside Oaks, a
120-unit apartment complex located in Jacksonville, Florida; (2) Ponte Vedra
Beach Village I, a 122-unit apartment complex located in Ponte Vedra Beach,
Florida; (3) Rancho Antigua, a 220-unit apartment complex located in the
McCormick Ranch area of Scottsdale, Arizona; (4) Village at the Foothills I,
a 60-unit apartment complex located in Tucson, Arizona, and; (5) Country
Place Village I, an 88-unit apartment complex located in Clearwater, Florida.
On July 20, 1995, Country Place Village I, was sold to an unaffiliated
institutional buyer for $3,665,000.
During its year ended December 31, 1998, following consideration of various
alternatives available to the Partnership, the General Partner concluded that
a sale of the Partnership's four remaining properties, Creekside Oaks, Ponte
Vedra Beach Village I, Rancho Antigua and Village at the Foothills I
(collectively the "Properties"), would be in the best interests of the
Partnership and the Unitholders. Throughout much of 1998, the General
Partner, on behalf of the Partnership, negotiated the terms of a sale of the
Properties with Lend Lease Real Estate Investments, Inc. ("Lend Lease"), on
behalf of two pension funds which are unaffiliated with the General Partner.
Once the terms were negotiated, as required by the Partnership's Amended and
Restated Certificate and Agreement of Limited Partnership ("Agreement of
Limited Partnership"), the General Partner solicited the consent of a
majority in interest of the Unitholders to the sale pursuant to a Consent
Solicitation Statement dated December 16, 1998. The requisite consent was
obtained on January 15, 1999, and on January 29, 1999, the Partnership
consummated the sale of the Properties to DOC Investors, L.L.C., a Delaware
limited liability company (the "Purchaser"), for a sales price of $29,300,000
(before selling costs and prorations). The members of the Purchaser are two
pension funds advised by Lend Lease, which own an aggregate 91% interest in
the Purchaser, and ConAm DOC Affiliates LLC, an affiliate of the General
Partner ("ConAm DOC"), which owns a 9% interest in the Purchaser. ConAm DOC
has the potential to receive up to an additional 18% of the profits of the
Purchaser after certain priority returns to the members of the Purchaser.
The Partnership received approximately $17,217,000 of cash proceeds from the
sale, net of closing costs of approximately $93,000 and repayment of
indebtedness and prepayment penalties of approximately $11,990,000. All net
cash proceeds from the sale and previously undistributed cash from
operations, less an amount the General Partner determined to set aside for
contingencies, were distributed to the Limited Partners on February 26, 1999.
The Partnership considers itself to have been engaged in only one industry
segment, real estate investment.
COMPETITION
The Partnership's real property investments were subject to competition from
similar types of properties in the vicinities in which they were located.
Such former competition increased during the Partnership's period of
ownership of the Properties due principally to the addition of newly
constructed apartment complexes offering increased residential and
recreational amenities. The Properties were also subject to competition from
condominiums and single-family properties, especially as potential renters
chose to buy homes during periods of low mortgage interest rates. The
Partnership competed with other real estate owners and developers in the
rental and leasing of its Properties by offering competitive rental rates
and, if necessary, leasing incentives. Due to selective use of rent
concessions, property maintenance and appearance, occupancy levels have
increased or remained relatively stable at three of the Properties and rental
income for all Properties has increased over prior year. In some cases, the
Properties competed with properties owned by partnerships affiliated with the
General Partner.
For a discussion of market conditions in the areas where the Properties were
located, reference is made to the Partnership's Annual Report to Unitholders
for the year ended December 31, 1998, which is filed as an exhibit under Item
14.
EMPLOYEES
The Partnership has no employees. Services are provided by CPS II and ConAm
Management Corporation ("ConAm Management"), an affiliate of CPS II. Pursuant
to property management agreements with the Partnership, ConAm Management
provided property management services with respect to the Properties. In
addition, the Partnership retains Brock, Tibbitts & Snell, an accountancy
corporation, an unaffiliated company located in San Diego, California, to
provide accounting and investor communication functions. During 1998, Service
Data Corporation, an unaffiliated company, provided transfer agent services
for the Partnership. In February 1999, pursuant to the terms of a sale of its
contracts, Service Data Corporation assigned the transfer agent functions of
the company to MAVRICC Management Systems, Inc., an unaffiliated company
located in Troy, Michigan. See Item 13, "Certain Relationships and Related
Transactions" for a further description of the service and management
agreements between the Partnership and affiliated entities.
ITEM 2. PROPERTIES
For a description of the Properties owned and operated by the Partnership
during 1998 and discussion of market conditions in the areas where the
Properties were located, reference is made to the Partnership's Annual Report
to Unitholders for the year ended December 31, 1998, which is filed as an
exhibit under Item 14. For information on the Partnership's purchase of the
Properties, reference is made to Note 4 of the Consolidated Financial
Statements, included herein by reference to the Partnership's Annual Report
to Unitholders. For information on the sale of the Properties by the
Partnership in January 1999, reference is made to Item 1 and Note 10 of the
Consolidated Financial Statements, included herein by reference to the
Partnership's Annual Report to Unitholders. Average occupancy rates at each
property are incorporated by reference to Item 7.
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not subject to any material pending legal proceedings.
Page 3
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On December 16, 1998, pursuant to a Consent Solicitation Statement, the
Unitholders were asked to approve a sale of the Partnership's remaining
Properties and a related amendment to the Agreement of Limited Partnership. A
majority in interest of the Unitholders approved the sale and the amendment and
the sale was completed on January 29,1999. During the fourth quarter of the year
ended December 31, 1998, no other matters were submitted to a vote of
Unitholders through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS AND RELATED
SECURITY HOLDER MATTERS
As of December 31, 1998, the number of Unitholders of record was 3,870.
No established public trading market exists for the Units, and it is not
anticipated that such a market will develop in the future.
Distributions of net cash from operations, when made, are determined by the
General Partner on a quarterly basis, with distributions generally occurring
approximately 45 days after the end of each quarter. Such distributions to the
Unitholders have been made from net operating income with respect to the
Partnership's investment in the Properties and from interest on short-term
investments. Information on cash distributions paid by the Partnership for the
past two years is incorporated by reference to the Partnership's Annual Report
to Unitholders for the year ended December 31, 1998, which is filed as an
exhibit under Item 14. No distribution was made for the fourth quarter of the
year ended December 31, 1998 because the General Partner decided to suspend
distributions pending the outcome of the solicitation of the consent of the
Unitholders to the sale of the Properties.
Because of the sale of the Partnership's remaining Properties, no further
quarterly distributions of Net Cash From Operations will be made. The
Partnership distributed $17,840,000 to the Unitholders ($223.00 per Unit) and
$88,653 to the General Partner on February 26, 1999, which amounts are equal to
substantially all of the net proceeds from the sale of the Properties, together
with other available cash of the Partnership, less an amount for costs
associated with the sale of the Properties and liquidation of the Partnership
and other contingencies of approximately $861,950 of the Partnership. The final
liquidation of the Partnership is expected to occur in mid-1999, and the
remaining funds, if any, will be distributed to the Unitholders at that time.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended December 31, 1998, which is filed as an exhibit under Item 14.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1998, the Partnership had cash and cash equivalents of
$1,220,656 which were invested in unaffiliated money market funds, compared
with $1,109,506 at December 31, 1997. The increase in cash and cash
equivalents reflects the cash provided from operations exceeding mortgage
principal payments and cash distributions to partners during the year ended
December 31, 1998. The Partnership also maintains a restricted cash balance
that totaled $345,558 at December 31, 1998, largely unchanged from $342,282
at December 31, 1997. The increase in other assets in 1998 is primarily
attributed to an increase in costs related to the sale of the Properties.
Commencing in the first quarter of 1997, quarterly distributions were
suspended in order to fund roof replacements at Ponte Vedra Beach Village I.
The roof repairs were completed in September 1997 and distributions remained
suspended throughout the year to replenish cash reserves. Distributions began
in the first quarter of 1998.
Page 4
Accounts payable and accrued expenses totaled $287,482 at December 31, 1998,
compared to $197,443 at December 31, 1997. The increase is primarily due to
the accrued and unpaid costs associated with the sale of the Properties.
Security deposits decreased to $92,096 at December 31, 1998, compared to
$103,908 at December 31, 1997. This decrease occurred while average occupancy
increased during that same period. This decrease in security deposits
occurred primarily because strong competition has reduced the ability of
property owners to collect refundable security deposits from their tenants.
As a result of the Partnership's sale of the Properties on January 29, 1999,
all of the Partnership's assets have been converted to cash and cash
equivalents. Pending distribution to the Unitholders as described in Item 5
above, the Partnership's funds have been invested in the Pacific Horizon
Money Market Funds, Prime Fund. The General Partner retained from the initial
distribution an amount it believes is sufficient to provide for
contingencies, and to cover the expenses of operating the Partnership until
final liquidation of the Partnership, including legal and accounting fees.
RESULTS OF OPERATIONS
1998 VERSUS 1997
Partnership operations for the year ended December 31, 1998 resulted in net
income of $98,599 compared with a net loss of $202,655 in 1997. The improved
net income in 1998 is due primarily to higher rental income and decreased
property operating expenses and the write-off of the remaining basis of the
roofs replaced in 1997.
Rental income for the year ended December 31, 1998 was $4,434,497, up from
$4,327,499, in 1997, primarily as a result of increases in occupancy at
Village at the Foothills I and Rancho Antigua and increased rental rates at
all of the properties. Interest and other income decreased to $48,321 for the
year ended December 31, 1998, from $56,229 in 1997. The decrease is primarily
due to higher average cash balances held in the restricted cash account in
1997.
Property operating expenses decreased to $2,297,544 for the year ended
December 31, 1998, from $2,329,300 for 1997. The decrease is primarily
attributable to lower repairs and maintenance costs at Ponte Vedra Beach
Village I and Rancho Antigua, partially offset by higher repairs and
maintenance expenses at Creekside Oaks and Village at the Foothills I.
General and administrative expenses decreased to $185,683 for the year ended
December 31, 1998 from $213,441 in 1997. The decrease is primarily due to a
decrease in expenses for Partnership accounting, tax and other administrative
services.
1997 VERSUS 1996
Partnership operations for the year ended December 31, 1997 resulted in a net
loss of $202,655 compared with a net loss of $2,600 in 1996. The higher net
loss in 1997 is due primarily to an increase in property operating expenses
and the write-off of the remaining basis of the roofs replaced in 1997. Net
cash provided by operating activities decreased to $979,104 for the year
ended December 31, 1997, from $1,333,646 in 1996. The decrease is primarily
due to the higher net loss in 1997, as discussed above, and a reduction in
the amount of restricted cash released.
Rental income for the year ended December 31, 1997 was $4,327,499, up
slightly from $4,264,370 in 1996, primarily as a result of increases in
rental rates at Rancho Antigua and Creekside Oaks. Interest and other income
totaled $56,229 for the year ended December 31, 1997, largely unchanged from
$63,467 in 1996.
Property operating expenses increased to $2,329,300 for the year ended
December 31, 1997, from $2,222,474 for 1996. The increase is primarily
attributable to higher repairs and maintenance expenses at Ponte Vedra Beach
Village I and Rancho Antigua, and higher landscaping costs at Rancho Antigua.
The increase is also due to higher rental administration costs at both
properties.
General and administrative expenses increased from $181,896 for the year
ended December 31, 1996 to $213,441 in 1997. The increase is primarily due to
an increase in expenses for Partnership accounting, tax and other
administrative services. During the 1997 period, certain expenses incurred by
RI-2, its affiliates, and an unaffiliated third party service provider in
Page 5
servicing the Partnership, which were voluntarily absorbed by affiliates of
RI-2 in prior periods, were reimbursable to RI-2 and its affiliates.
The average occupancy levels at each of the Properties owned during the years
ended December 31, 1998, 1997 and 1996 were as follows:
TWELVE MONTHS ENDED DECEMBER 31,
PROPERTY 1998 1997 1996
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Creekside Oaks 95% 95% 94%
Ponte Vedra Beach Village I 92% 93% 95%
Rancho Antigua 95% 94% 94%
Village at the Foothills I 96% 92% 94%
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YEAR 2000
Due to the consummation of the sale of the Properties in January 1999, the
Partnership is no longer engaged in the operation of real properties or any
other business. As a result of the foregoing, and in view of the General
Partner's plan to complete the full liquidation of the Partnership prior to
January 1, 2000, the Partnership has no exposure to Year 2000 issues.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Since the Partnership sold its remaining Properties on January 29, 1999 and
its mortgage indebtedness was repaid, the Partnership has no exposure to
interest rate risk. In addition, the Partnership is expected to be liquidated
during 1999.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference to the Partnership's Annual Report to Unitholders
for the year ended December 31, 1998, which is filed as an exhibit under Item
14. Supplementary Data is incorporated by reference to F-1 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Effective December 1, 1997, the Partnership advised Coopers & Lybrand L.L.P.
(now a part of PricewaterhouseCoopers LLP) that it was changing accounting
firms and engaged KPMG LLP.
Coopers & Lybrand L.L.P.'s report on the consolidated financial statements for
the year ended December 31, 1996 contained no adverse opinion or disclaimer of
opinion and was not qualified as to uncertainty, audit scope or accounting
principles. There had been no disagreements with Coopers & Lybrand L.L.P. on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope procedure.
The decision to change accountants was approved by CPS II and RI-2, the General
Partners of the Partnership at that time.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Partnership has no officers or directors. CPS II, as the General Partner of
the Partnership, manages and controls the affairs of the Partnership and has
general responsibility and authority in all matters affecting its business.
CPS II is a California limited partnership organized on August 30, 1982. The
general partner of CPS II is Continental American Development, Inc. ("ConAm
Development"). The names and positions held by the directors and executive
officers of ConAm Development are set forth below. There are no family
relationships between any officers or directors.
Page 6
NAME OFFICE
Daniel J. Epstein President, Director and Principal Executive Officer
E. Scott Dupree Vice President and Director
Robert J. Svatos Vice President and Director
Ralph W. Tilley Vice President
J. Bradley Forrester Vice President
DANIEL J. EPSTEIN, 59, has been the President and a Director of ConAm
Development and a general partner of Continental American Properties, Ltd.
("ConAm"), an affiliate of CPS II, since their inception. He is also Chairman
and Chief Executive Officer of ConAm Management. Prior to organizing ConAm,
Mr. Epstein was Vice President and a Director of American Housing Guild,
which he joined in 1969. At American Housing Guild, he was responsible for
the formation of the Multi-Family Division and directed its development and
property management activities. Mr. Epstein holds a Bachelor of Science
degree in Engineering from the University of Southern California.
E. SCOTT DUPREE, 48, is a Senior Vice President and general counsel of ConAm
Management responsible for negotiation, documentation, review and closing of
acquisition, sale and financing proposals. Mr. Dupree also acts as principal
legal advisor on general legal matters ranging from issues and contracts
involving the management company to supervision of litigation and employment
issues. Prior to joining ConAm Management in 1985, he was corporate counsel
to Trusthouse Forte, Inc., a major international hotel and restaurant
corporation. Mr. Dupree holds a B.A. from United States International
University and a Juris Doctorate degree from the University of San Diego.
ROBERT J. SVATOS, 40, is a Senior Vice President and is the Chief Financial
Officer of ConAm Management. His responsibilities include the accounting,
treasury and data processing functions of the organization. Prior to joining
ConAm Management in 1988, he was the Chief Financial Officer for AmeriStar
Financial Corporation, a nationwide mortgage banking firm. Mr. Svatos holds
an M.B.A. in Finance from the University of San Diego and a Bachelor of
Science degree in Accounting from the University of Illinois. He is a
Certified Public Accountant.
RALPH W. TILLEY, 44, is a Senior Vice President and Treasurer of ConAm
Management. He is responsible for the financial aspects of syndications and
acquisitions, the company's asset management portfolio and risk management
activities. Prior to joining ConAm Management in 1980, he was a senior
accountant with KPMG LLP, specializing in real estate. He holds a Bachelor
of Science degree in Accounting from San Diego State University and is a
Certified Public Accountant.
J. BRADLEY FORRESTER, 41, is the President of ConAm Management. He is
currently responsible for overseeing all aspects of the operations of the
firm. His primary focus is on new business related activities including
property acquisitions, property development and rehabilitation, and the
acquisition of other property management companies. Prior to joining ConAm,
Mr. Forrester served as Senior Vice President - Commercial Real Estate for
First Nationwide Bank in San Francisco, where he was responsible for a $2
billion problem asset portfolio including bank-owned real estate and
non-performing commercial real estate loans. His past experience includes
significant involvement in real estate development and finance, property
acquisitions and dispositions and owner's representation matters. Prior to
entering the real estate profession, he worked for KPMG LLP in Dallas, Texas.
Mr. Forrester holds a Bachelor of Science degree in Accounting from Louisiana
State University. He received his CPA certification in the State of Texas.
ITEM 11. EXECUTIVE COMPENSATION
Neither the General Partner nor any of its directors or executive officers
received any compensation from the Partnership. See Item 13 of this report
for a description of certain costs of the General Partner and its affiliates
reimbursed by the Partnership.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 1, 1999, no person was known by the Partnership to be the beneficial
owner of more than five percent of the Units of the Partnership. Neither the
General Partner nor any of its executive officers or directors own any Units.
Page 7
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CPS II received $60,000 as the General Partner's allocable share of Net Cash
From Operations with respect to year ended December 31, 1998. Pursuant to the
Agreement of Limited Partnership of the Partnership, for the year ended December
31, 1998, $9,860 of the Partnership's net income was allocated to CPS II. For a
description of the share of Net Cash From Operations and the allocation of
income and loss to which the General Partner is entitled, reference is made to
Note 3 to the Consolidated Financial Statements, included in the Partnership's
Annual Report to Unitholders for the year ended December 31, 1998, which is
filed as an exhibit under Item 14. Effective July 1, 1997, all General Partner
allocations were made solely to CPS II.
The Partnership entered into property management agreements with ConAm
Management pursuant to which ConAm Management assumed direct responsibility for
day-to-day management of the Properties. It was the responsibility of ConAm
Management to select resident managers, where appropriate, and monitor their
performance. ConAm Management's services also included the supervision of
leasing, rent collection, maintenance, budgeting, employment of personnel,
payment of operating expenses, strategic asset management and related services.
For such services, ConAm Management was entitled to receive a management fee
equal to 5% of gross revenues. A summary of property management fees earned by
ConAm Management during the past three years is incorporated by reference to
Note 7 to the consolidated financial statements, included in the Partnership's
Annual Report to Unitholders for the year ended December 31, 1998, which is
filed as an exhibit under Item 14.
Pursuant to Section 12(g) of the Partnership's Agreement of Limited Partnership,
the General Partner may be reimbursed by the Partnership for certain of its
costs. A summary of amounts paid to the General Partners or their affiliates
during the past three years is incorporated by reference to Note 7 to the
consolidated financial statements, included in the Partnership's Annual Report
to Unitholders for the year ended December 31, 1998, which is filed as an
exhibit under Item 14.
Page 8
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS:
PAGE
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Consolidated Balance Sheets - December 31, 1998 and 1997 ................ (1)
Consolidated Statements of Operations - For the years ended
December 31, 1998, 1997 and 1996.......................................... (1)
Consolidated Statements of Partners' Capital - For the years ended
December 31, 1998, 1997 and 1996.......................................... (1)
Consolidated Statements of Cash Flows - For the years ended
December 31, 1998, 1997 and 1996 ......................................... (1)
Notes to the Consolidated Financial Statements............................ (1)
Independent Auditors' Report.............................................. (1)
Report of Former Independent Accountants.................................. (1)
(a)(2) FINANCIAL STATEMENT SCHEDULE:
Schedule III - Real Estate and Accumulated Depreciation ................. (F-1)
Independent Auditors' Report............................................. (F-2)
Report of Former Independent Accountants................................. (F-3)
(1) INCORPORATED BY REFERENCE TO THE PARTNERSHIP'S ANNUAL REPORT TO
UNITHOLDERS FOR THE YEAR ENDED DECEMBER 31, 1998, FILED AS AN
EXHIBIT UNDER ITEM 14.
(a)(3) EXHIBITS:
(3) Amended and Restated Certificate and Agreement of Limited
Partnership (included as, and incorporated herein by reference to,
Exhibit A to the Prospectus of Registrant dated July 9, 1982 (the
"Prospectus"), (contained in Amendment No. 1 to Registration
Statement, No. 2-75519, of Registrant filed July 9, 1982).
(4) Subscription Agreement and Signature Page (included as, and
incorporated herein by reference to, Exhibit B to the Prospectus).
(4.1) Amendment, dated January 18, 1999 to the Partnership's Amended and
Restated Certificate of Limited Partnership Agreement (included
as, and incorporated herein by reference to, Exhibit 4.1 to the
Partnerships Report on Form 8-K filed on February 16, 1999).
(10)(A) Financing Documents relating to Las Colinas I and II (Promissory
Note, Deed of Trust, Assignment of Rents and Leases) (included as,
and incorporated herein by reference to, Exhibit 10-I to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992 (Commission file No. 0-11085)).
(B) Amended and Restated Agreement of General Partnership of Country
Place Village I Joint Venture dated as of July 1, 1992 (included
as, and incorporated herein by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q (Commission File No.
0-11085)).
Page 9
(C) Amended and Restated Agreement of General Partnership of Creekside
Oaks Joint Venture dated as of July 1, 1992 (included as, and
incorporated herein by reference to Exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q (Commission File No.
0-11085)).
(D) Amended and Restated Agreement of General Partnership of Ponte
Vedra Beach Village I dated July 1, 1992 (included as, and
incorporated herein by reference to Exhibit 10.4 of the
Registrant's Quarterly Report on Form 10-Q (Commission File No.
0-11085)).
(E) Joint Venture Agreement of Rancho Antigua (included as, and
incorporated herein by reference to Exhibit 10(M) to the
Registrant's 1991 Annual Report on Form 10-K for the year ended
December 31, 1991 (Commission File No. 0-11085)).
(F) Amended and Restated Agreement of General Partnership of Village
at the Foothills I Joint Venture Limited Partnership dated July 1,
1992 (included as, and incorporated herein by reference to Exhibit
10.5 to the Registrant's Quarterly Report on Form 10-Q (Commission
File No. 0-11085)).
(G) Property Management Agreement between Creekside Oaks Joint Venture
and ConAm Management Corporation for the Creekside Oaks property
(included as, and incorporated herein by reference to Exhibit 10-G
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993 (Commission File No. 0-11085)).
(H) Property Management Agreement between Ponte Vedra Beach Joint
Venture and ConAm Management Corporation for the Ponte Vedra Beach
Village I property (included as, and incorporated herein by
reference to Exhibit 10-H to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993 (Commission File
No. 0-11085)).
(I) Property Management Agreement between Rancho Antigua Joint Venture
and ConAm Management Corporation for the Rancho Antigua property
(included as, and incorporated herein by reference to Exhibit 10-I
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993 (Commission File No. 0-11085)).
(J) Property Management Agreement between Country Place Village I
Joint Venture and ConAm Management Corporation for the Country
Place Village I property (included as, and incorporated herein by
reference to Exhibit 10-J to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993 (Commission File
No. 0-11085)).
(K) Property Management Agreement between Village at the Foothills I
Joint Venture and ConAm Management for the Village at the
Foothills I property (included as, and incorporated herein by
reference to Exhibit 10-K to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993 (Commission File
No. 0-11085)).
(L) Loan Documents: Mortgage and Security Agreement, Promissory Note
and Assignment of Rents and Leases with respect to the refinancing
of Country Place Village I, between Registrant and The Penn Mutual
Insurance Company (included as, and incorporated herein by
reference to Exhibit 10-L to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993 (Commission File
No. 0-11085)).
(M) Loan Documents: Mortgage and Security Agreement, Promissory Note
and Assignment of Rents and Leases with respect to the refinancing
of Creekside Oaks, between Registrant and The Penn Mutual
Insurance Company (included as, and incorporated herein by
reference to Exhibit 10-M to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993 (Commission File
No. 0-11085)).
(N) Loan Documents: Mortgage and Security Agreement, Promissory Note
and Assignment of Rents and Leases with respect to the refinancing
of Ponte Vedra Beach Village I, between Registrant and The Penn
Mutual Insurance Company (included as, and incorporated herein by
reference to Exhibit 10-N to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993 (Commission File
No. 0-11085)).
(O) Loan Documents: Deed of Trust and Assignment of Rents with
Security Agreement and Financing Statement with respect to the
refinancing of Rancho Antigua, between Registrant and The Penn
Mutual Insurance Company (included as, and incorporated herein by
reference to Exhibit 10-O to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993 (Commission File
No. 0-11085)).
Page 10
(P) Agreement for Purchase and Sale and Joint Escrow Instructions
between Creekside Oaks Joint Venture and DOC Investors, L.L.C.
dated January 26, 1999 with respect to Creekside Oaks (included
as, and incorporated herein by reference to, Exhibit 10.1 to the
Partnerships Report on Form 8-K filed on February 16, 1999).
(Q) Agreement for Purchase and Sale and Joint Escrow Instructions
between Ponte Vedra Beach Village Joint Venture and DOC Investors,
L.L.C. dated January 26, 1999 with respect to Ponte Vedra Beach
Village I Apartments (included as, and incorporated herein by
reference to, Exhibit 10.2 to the Partnerships Report on Form 8-K
filed on February 16, 1999).
(R) Agreement for Purchase and Sale and Joint Escrow Instructions
between Rancho Antigua Joint Venture and DOC Investors, L.L.C.
dated January 26, 1999 with respect to Rancho Antigua (included
as, and incorporated herein by reference to, Exhibit 10.3 to the
Partnerships Report on Form 8-K filed on February 16, 1999).
(S) Agreement for Purchase and Sale and Joint Escrow Instructions
between Village at the Foothills (Phase I) Joint Venture Limited
Partnership and DOC Investors, L.L.C. dated January 26, 1999 with
respect to Village at Foothills I Apartments (included as, and
incorporated herein by reference to, Exhibit 10.3 to the
Partnerships Report on Form 8-K filed on February 16, 1999).
(13) Annual Report to Unitholders for the year ended December 31, 1998.
(21) List of Subsidiaries - Joint Ventures (included as, and
incorporated herein by reference to, Exhibit (22) to the
Registrant's 1991 Annual Report on Form 10-K filed for the year
ended December 31, 1991).
(27) Financial Data Schedule
(99) Portions of the Prospectus of the Registrant, dated June 24,
1981(included as, and incorporated herein by reference to, Exhibit
28 to the Registrant's 1988 Annual Report on Form 10-K filed for
the year ended December 31, 1988).
(b) REPORTS ON FORM 8-K:
No reports on Form 8-K were filed by the Partnership during the
fourth quarter of the year ended December 31, 1998.
(c) EXHIBITS
See Item 14(a)(3) above.
Page 11
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.
Dated: March 30, 1999
BY: ConAm Property Services II, Ltd.
General Partner
BY: Continental American Development, Inc.
General Partner
BY: /s/ Daniel J. Epstein
--------------------------
Name: Daniel J. Epstein
Title: President, Director and
Principal Executive Officer
Page 12
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.
CONAM PROPERTY SERVICES II, LTD.
A General Partner
By: Continental American
Development, Inc.
General Partner
Date: March 30, 1999
BY: /s/ Daniel J. Epstein
-------------------------------
Daniel J. Epstein
Director, President and
Principal Executive Officer
Date: March 30, 1999 BY: /s/ E. Scott Dupree
-------------------------------
E. Scott Dupree
Vice President and Director
Date: March 30, 1999
BY: /s/ Robert J. Svatos
-------------------------------
Robert J. Svatos
Vice President and Director
Date: March 30, 1999
BY: /s/ Ralph W. Tilley
-------------------------------
Ralph W. Tilley
Vice President
Date: March 30, 1999
BY: /s/ J. Bradley Forrester
-------------------------------
J. Bradley Forrester
Vice President
Page 13