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: 0-10223
CONAM REALTY INVESTORS 81 L.P.
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EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
California 13-3069026
STATE OR OTHER JURISDICTION OF INCORPORATION I.R.S. EMPLOYER 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
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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
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 81 L.P., formerly known as Hutton/ConAm Realty
Investors 81 (the "Partnership"), is a California limited partnership formed
on April 30, 1981. ConAm Property Services, Ltd. ("CPS"), a California
limited partnership, and RI-81 Real Estate Services Inc. ("RI-81"), a
Delaware corporation, were the original co-general partners of the
Partnership. On October 8, 1997, CPS acquired RI-81's co-general partner
interest in the Partnership, effective July 1, 1997, pursuant to a Purchase
Agreement between CPS and RI-81 dated August 29, 1997. As a result, CPS 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 81 to ConAm Realty
Investors 81 L.P.
The Partnership was organized to engage in the business of acquiring,
operating and holding for investment multi-family residential properties.
The Partnership originally invested in two joint ventures and three limited
partnerships, each of which was formed to own a specified property. As
described below, prior to December 31, 1998, three of the properties were
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, less an amount for
the costs to be incurred in liquidating the Partnership, 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 either directly or through investments
in joint ventures, as follows: (1) Las Colinas Apartments I & II, a
300-unit apartment complex located in Scottsdale, Arizona; (2) Tierra
Catalina, a 120-unit apartment complex located in Tucson, Arizona; (3) Ridge
Park, a 100-unit apartment complex located in Tulsa, Oklahoma; (4) Cedar Bay
Village, a 42-unit apartment complex located in Altamonte Springs, Florida;
and (5) Kingston Village, a 120-unit complex located in Altamonte Springs,
Florida. On July 20, 1995, Cedar Bay Village and Kingston Village were sold
to an unaffiliated institutional buyer for $1,410,622 and $5,370,000,
respectively. On November 27, 1996, Ridge Park was sold to an unaffiliated
buyer for $3,385,000.
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 two remaining properties, Las Colinas I & II and
Tierra Catalina (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 $22,250,000 (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 are paid
to the members of the Purchaser.
1
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 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. Such competition affected the
occupancy levels and revenues of the Properties. The occupancy level at the
Properties reflects some seasonality, which is typical in these markets. 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 and ConAm
Management Corporation ("ConAm Management"), an affiliate of CPS. 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.
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
2
Properties and the related amendment to the Agreement of Limited Partnership.
A majority in interest of the Unitholders approved the sale and the related
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 3,405.
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 $13,505,025 to the Unitholders ($172.50 per Unit) and
$142,072 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, the liquidation of the
Partnership and other contingencies of approximately $475,128, net of
expected cash provided by operations through the date of sale. 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
$1,578,924 which were invested in unaffiliated money market funds, compared
with $1,388,845 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 $410,262 at December 31, 1998, largely unchanged from $430,849
at December 31, 1997. The increase in other assets in 1998 is primarily
attributed to an increase in prepaid costs related to the sale of the
Properties.
Distribution payable decreased to $0 at December 31, 1998, compared to
$160,929 at December 31, 1997. The decrease is attributable to the decision
of the General Partner to suspend distributions pending the outcome of the
solicitation of the consent of the Unitholders to the sale of the remaining
Properties.
Accounts payable and accrued expenses totaled $307,101 at December 31, 1998,
compared to $202,484 at December 31, 1997. The increase is primarily due to
the accrued and unpaid costs associated with the sale of the Properties.
3
Interest payable increased to $68,837 at December 31, 1998 from $0 at
December 31, 1997 as the debt service payment due on January 1, 1999 was paid
in January 1999 rather than in December as was the case the prior year.
Security deposits decreased to $68,378 at December 31, 1998, compared to
$78,834 at December 31, 1997. This decrease occurred while 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 $193,423 compared with a net loss of $8,210 in
1997. The improvement is primarily due to increased rental rates at both of
the properties and improved occupancy at Tierra Catalina, and slightly lower
property operating and general and administrative expenses.
Rental income for the year ended December 31, 1998 was $3,402,923 compared
with $3,196,975 in 1997. The increase is primarily due to improved occupancy
at Tierra Catalina and improved rental rates at both of the properties.
Interest and other income was $59,998 for the year ended December 31, 1998
compared to $102,512 in 1997. The decrease is primarily due to the
Partnership maintaining lower average cash balances in 1998 than in 1997 and
the cash proceeds held from the sale of Ridge Park during the first quarter
of 1997 before distribution to the Unitholders.
Property operating expenses decreased slightly to $1,497,797 for the year
ended December 31, 1998, as compared with $1,520,450 in 1997. The decrease
is primarily due to lower repairs and maintenance expenses, partially offset
by higher real estate tax expenses for both properties.
1997 VERSUS 1996
Partnership operations for the year ended December 31, 1997 resulted in a net
loss of $8,210 compared with net income of $1,285,707 in 1996. The change from
net income in 1996 to a net loss in 1997 is attributable to the gain of
$1,410,622 recognized on the sale of Ridge Park during 1996. Excluding the
gain, the Partnership generated a net loss from operations of $124,915 in 1996.
Rental income for the year ended December 31, 1997, was $3,196,975 compared
with $3,622,403 for 1996. The decrease reflects the sale of Ridge Park in
November 1996. Partially offsetting the decrease was an increase in rental
income at Las Colinas and Tierra Catalina due to an increase in rental rates
at both properties and an increase in occupancy at Tierra Catalina. Interest
and other income totaled $102,512 in 1997 compared with $91,282 in 1996. The
increase is attributable to the Partnership maintaining a higher average cash
balance in 1997.
Total expenses for the year ended December 31, 1997 were $3,307,697 compared
with $3,838,600 in 1996. Property operating expenses decreased from
$1,817,928 in 1996 to $1,520,450 in 1997, reflecting the decline in operating
expenses primarily resulting from the sale of Ridge Park. Interest expense
and depreciation and amortization also decreased from 1996 to 1997 primarily
due to the sale of Ridge Park.
General and administrative expenses increased from 1996 to 1997 due primarily
to a change in the billing method for certain Partnership administrative
services and an increase in professional consulting fees.
4
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
------------------------------------------------------------------------
Las Colinas I & II 97% 96% 96%
Tierra Catalina 95% 92% 90%
------------------------------------------------------------------------
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 and F-2 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 and RI-81, 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, 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 is a California limited partnership organized on April 30, 1981. The
general partner of CPS 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.
5
Name Office
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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, 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.
6
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Daniel J. Epstein, the President and a Director of ConAm Development, owns 20
Units (approximately 0.0255% of the outstanding units). Neither the General
Partner nor any of its other affiliates owns any Units.
Based on schedule 13D filed jointly on November 26, 1997 with the Securities
and Exchange Commission, Everest Investors LLC, KM Investments, LLC, Everest
Properties, Inc. and Everest Properties II, LLC hold an aggregate of 4,512
Units, representing approximately 5.8% of the Units. The persons filing the
Schedule 13D deny the existence of a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, and each such person
disclaims beneficial ownership of the Units held by other persons filing the
Schedule 13D. The address of each person filing the Schedule 13D is 199 South
Los Robles Ave, Suite 440, Pasadena, CA 91101. Except as may be indicated
in this paragraph, no person is known by the Partnership to be the beneficial
owner of more than 5% of the Units.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CPS received $52,193 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, $19,342 of the Partnership's net income was allocated to
CPS. 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.
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.
7
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS:
Page
----
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) (A) 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 June 24,
1981 (the "Prospectus"), contained in Amendment No. 2 to
Registration Statement, No. 2-70331, of Registrant filed June
24, 1981, (the "Registration Statement"), and in Amendment
No. 1 to Registration Statement, No. 2-73558, of Registrant
filed August 20, 1981).
(B) Subscription Agreement and Signature Page (included as, and
incorporated herein by reference to, Exhibit B to the
Prospectus).
(C) Amendment, dated January 18, 1999 to the Partnership's
Amended and Restated Certificate and Agreement of Limited
Partnership (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. 0-10223)).
(B) Financing Documents relating to Ridge Park (Promissory
Note, Deed of Trust, Assignment of Rents and Leases)
(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, 1992 (Commission file
No. 0-10223)).
8
(C) Financing Documents relating to Tierra Catalina (Promissory
Note, Deed of Trust, Assignment of Rents and Leases)
(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, 1992 (Commission file No. 0-10223)).
(D) Settlement Agreement by and among the Managing Joint Venturers
and the Epoch Joint Venturers dated July 1, 1992 (included as,
and incorporated herein by reference to, Exhibit 10.I to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992 (Commission file No. 0-10223)).
(E) Agreement of Limited Partnership of RI-81 Las Colinas Limited
Partnership 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 for the quarter
ended September 30, 1992 (Commission file No. 0-10223)).
(F) Agreement of Limited Partnership of RI-81 Tierra Catalina
Limited Partnership 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 for the quarter
ended September 30, 1992 (Commission file No. 0-10223)).
(G) Amended and Restated Agreement of Limited Partnership of Ridge
Park Associates Limited Partnership dated as of April 23, 1992
(included as, and incorporated herein by reference to, Exhibit
10.4 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1992 (Commission file No.
0-10223)).
(H) Property Management Agreement between Hutton/ConAm Realty
Investors 81 and ConAm Management Corp. for the Las Colinas I
& II properties (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. 0-10223)).
(I) Property Management Agreement between ConAm Realty Investors
81 and ConAm Management Corp. for the Tierra Catalina property
(included as, and incorporated herein by reference to Exhibit
10-M to the Registrant's Annual Report Form 10-K for the year
ended December 31, 1999 (Commission file No. 0-20223))
(J) 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 (included as, and incorporated
herein by reference to, Exhibit 10.1 to the Partnership's
Report on Form 8-K filed in February 16, 1999.)
(K) 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
(included as, and incorporated herein by reference to, Exhibit
10.2 to the Partnership's 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.
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(c) EXHIBITS
See Item 14(a)(3) above.
10
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, 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
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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, 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
12