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: 0-13329
CONAM REALTY INVESTORS 4 L.P.
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EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
California 11-2685746
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STATE OR OTHER JURISDICTION I.R.S. EMPLOYER
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
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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 4 L.P., formerly known as Hutton/ConAm Realty
Investors 4 (the "Partnership"), is a California Limited Partnership formed
on January 13, 1984. ConAm Property Services IV, Ltd. ("CPS IV"), a
California limited partnership, and RI 3-4 Real Estate Services, Inc. ("RI
3-4"), a Delaware corporation, were the original co-general partners of the
Partnership. On October 8, 1997, CPS IV acquired RI 3-4's co-general partner
interest in the Partnership, effective July 1, 1997, pursuant to a Purchase
Agreement between CPS IV and RI 3-4 dated August 29, 1997. As a result, CPS
IV 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 4 to ConAm Realty
Investors 4 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 three residential apartment properties and
three limited partnerships, each of which owned a specified property. As
described below, prior to December 31, 1998, four 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 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 proceeds of its public offering to acquire six
residential apartment complexes either directly or through investments in
limited partnerships and joint ventures, as follows: (1) Village at the
Foothills II, a 120-unit apartment complex located in Tucson, Arizona; (2)
Shadowood Village, a 110-unit apartment complex located in Jacksonville,
Florida; (3) Pelican Landing, a 204-unit apartment complex located in
Clearwater, Florida; (4) River Hill, a 192-unit apartment complex located in
Tulsa, Oklahoma; (5) Cypress Lakes, a 176-unit apartment complex located in
Deerfield Beach, Florida; and (6) Trails at Meadowlakes, a 189-unit apartment
complex located in Fort Lauderdale, Florida. On July 19, 1995, the
Partnership sold Cypress Lakes and Trails at Meadowlakes to an unaffiliated
buyer for sales prices of $8,825,000 and $8,940,000, respectively. On August
6, 1997, the Partnership sold River Hill to an unaffiliated buyer for
$7,275,000. On December 30, 1997, the Partnership sold Pelican Landing to an
unaffiliated buyer for $13,400,000. For further information on each of the
properties, see Note 4 to the Consolidated Financial Statements incorporated
herein 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.
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, Village at the
Foothills II and Shadowood Village (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 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
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of the Properties to DOC Investors, L.L.C., a Delaware limited liability
company (the "Purchaser"), for a sales price of $9,350,000 (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 $ 9,318,000 of cash proceeds from the
sale, net of closing costs of approximately $32,000. 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 especially 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 IV and ConAm
Management Corporation ("ConAm Management"), an affiliate of CPS IV. Pursuant
to property management agreements with the Partnership, ConAm Management
provided property management services with respect to the Properties. In
addition, the Partnership retained 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 are 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 9 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.
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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 the 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 6,670.
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 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 distribution 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 $10,000,267 to the Unitholders ($78.06 per Unit) and
$91,887 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 $509,000. 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
$1,403,143, which were invested in unaffiliated money market funds, compared
with $15,150,595, at December 31, 1997. The decrease in cash and cash
equivalents is primarily the result of distribution in 1998 of the net sales
proceeds from the 1997 sale of Pelican Landing and cash distributions to
partners exceeding cash provided by operating activities during the year
ended December 31, 1998.
Page 4
Other assets increased to $160,534 at December 31, 1998 compared to $3,300 at
December 31, 1997. Accounts payable and accrued expenses increased to
$239,393 at December 31, 1998 compared to 144,530 at December 31, 1997. This
increase in other assets and accounts payable and accrued expenses was
primarily due to costs that are associated with the sale of the Properties.
Distribution payable decreased to $0 at December 31, 1998 compared to
$13,729,122 at December 31, 1997. The decrease is primarily attributable to
the payment in 1998 of the distribution of the net proceeds from the sale of
Pelican Landing. The distribution for Pelican Landing was declared in
December 1997.
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 $73,292, compared with net income of $6,019,161 for the year ended
December 31, 1997. The decrease in net income is primarily attributable to
the $4,907,439 net gain on sale of properties, comprised of a $5,157,383 gain
from the sale of Pelican Landing, and a $249,944 loss from the sale of River
Hill in 1997. Excluding the gain, the Partnership generated income from
operations of $73,292 and $1,111,722 for the years ended December 31, 1998
and 1997, respectively. Net cash provided by operating activities was
$430,125 for the year ended December 31, 1998, compared to $1,741,457 in
1997. The decrease in income from operations and net cash provided by
operations is primarily due to the sales of River Hill in August 1997 and
Pelican Landing in December 1997.
Rental income for the year ended December 31, 1998 was $1,623,889, compared
with $4,272,753 for the year ended December 31, 1997. The decrease in 1998
reflects the sale of River Hill and Pelican Landing, partially offset by
increased rental income at Village at the Foothills II and Shadowood Village.
Interest and other income for the year ended December 31, 1998 was $117,236,
compared with $212,589 in 1997. The decrease is primarily due to the
Partnership maintaining higher average cash balances in 1997 following the
sale of River Hill.
Total expenses for the year ended December 31, 1998 were $1,667,833, compared
with $3,373,620 in 1997. The decrease reflects decreases in depreciation and
property operating expenses primarily as a result of the sale of River Hill
and Pelican Landing in 1997.
General and administrative expenses increased in 1998 due primarily to legal
fees incurred in the third quarter of 1998 to defend the Partnership in an
action brought by a firm, which desired to purchase Units from Unitholders.
The action, which was improperly filed in Kansas City, Missouri, was
dismissed by the court for lack of jurisdiction and has not been re-filed.
1997 VERSUS 1996
Partnership operations for the year ended December 31, 1997 resulted in net
income of $6,019,161, compared with net income of $1,022,553 for the year
ended December 31, 1996. The increase in net income is primarily attributable
to the $4,907,439 gain on sale of properties, composed of a $5,157,383 gain
from the sale of Pelican Landing, and a $249,944 loss from the sale of River
Hill. Excluding the gain, the Partnership generated income from operations of
$1,111,722 for the year ended December 31, 1997. Net cash provided by
operating activities was $1,741,457 for the year ended December 31, 1997,
compared to $2,137,022 in 1996. The decrease is primarily due to the decrease
in cash flow from property operations resulting from the sale of River Hill
in August 1997.
Rental income for the year ended December 31, 1997 was $4,272,753, compared
with $4,778,238 for the year ended December 31, 1996. The decrease in 1997
reflects the sale of River Hill, partially offset by increased rental income
at
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Pelican Landing and Shadowood Village. Interest and other income for the year
ended December 31, 1997 was $212,589, compared with $148,102 in 1996. The
increase is primarily due to the Partnership maintaining higher average cash
balances in 1997.
Total expenses for the year ended December 31, 1997 were $3,373,620, compared
with $3,903,787 in 1996. The decrease reflects a decrease in depreciation and
property operating expenses primarily as a result of the sale of River Hill.
Property operating expenses for the year ended December 31, 1997 totaled
$2,465,118, compared to $2,545,471 in 1996. The decrease reflects the sale of
River Hill, and was partially offset by an increase in repairs and
maintenance expenses at Pelican Landing, Shadowood Village and Village at the
Foothills II, primarily due to carpet and appliance replacement at all three
properties.
Depreciation expense for the year ended December 31, 1997 totaled $695,023,
compared to $1,184,781 for the year ended December 31, 1996. The decrease is
due to the reclassification of River Hill as property held for disposition
effective October 1, 1996 and the reclassification of Pelican Landing as
property held for disposition effective October 1, 1997.
General and administrative expenses for the year ended December 31, 1997
totaled $213,479, compared to $173,535 in 1996. The increase is primarily
attributable to an increase in expenses for Partnership accounting, tax and
other administrative services. During the 1997 period, certain expenses
incurred by RI 3-4, its affiliates, and an unaffiliated third party service
provider in servicing the Partnership, which were voluntarily absorbed by
affiliates of RI 3-4 in prior periods, were reimbursable to RI 3-4 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
- -----------------------------------------------------------------------------------------------------
Village at the Foothills II 94% 94% 95%
Shadowood Village 96% 93% 95%
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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
has no interest bearing indebtedness, 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
Page 6
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 IV and RI 3-4, 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 IV, 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 IV is a California limited partnership organized on August 30, 1982. The
sole general partner of CPS IV 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.
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 IV, 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., and 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 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,
Page 7
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, 1999, no person was known by the Partnership to be the
beneficial owner of more than five percent of the Units of the Partnership.
Daniel J. Epstein, President and Director of ConAm Services, owned twenty
Units (approximately .017% of the outstanding Units) as of March 1, 1999. No
other directors or executive officers of the General Partner owns any Units.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CPS IV received $42,703 as the General Partner's allocable share of
distributions from Net Cash From Operations with respect to year ended
December 31, 1998. For the year ended December 31, 1998, $42,703 of the
Partnership's net income was allocated to CPS IV. 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 IV.
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 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 6
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 Partner or its
affiliates during the past three years is incorporated by reference to Note 6
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
----
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) Certificate and Agreement of Limited Partnership (included
as, and incorporated herein by reference to, Exhibit A to
the Prospectus of Registrant dated January 13, 1984 (the
"Prospectus"), contained in Amendment No. 1 to Registration
Statement No. 2-84863 of Registrant, filed January 13, 1984
(the "1984 Registration Statement")).
(4) Subscription Agreement and Signature Page (included as, and
incorporated herein by reference to, Exhibit 3.1 to the
Prospectus).
(4.1) Amendment, dated January 18, 1999 to the Partnership's
Certificate and Agreement of Limited Partnership (included
as, and incorporated herein by reference to, Exhibit 4.1 to
the Partnership's Report on Form 8-K filed on February 16,
1999).
(10)(A) Purchase Agreement relating to Pelican Landing (formerly
Feather Sound Apartments), between the Registrant and
Feather Sound, Inc., and the exhibits thereto (included as,
and incorporated herein by reference to, Exhibit (10)(B) to
the 1984 Annual Report).
(B) Purchase Agreement relating to River Hill Apartments
(formerly Oxbow Ridge I), between the Registrant and Tres
Titan Investors, and the exhibits thereto (included as,
and incorporated herein by reference to, Exhibit (10)(D)
to the 1984 Annual Report).
(C) Purchase Agreement relating to Village at the Foothills
II (formerly Ina Village Apartments), between the
Registrant and Epoch Properties, Inc. and the exhibits
thereto (included as, and incorporated herein by
reference to, Exhibit (10)(E) to the 1984 Annual Report).
Page 9
(D) Documents relating to Shadowood Village (included as, and
incorporated herein by reference to, Exhibit (10)(A) to
Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1985 (the "1985 Quarterly
Report" (Commission File No. 0-13329)).
(E) 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 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1992
(Commission File No. 0-13329)).
(F) Amended and Restated Agreement of Limited Partnership of
Village at the Foothills II Joint Venture 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.
0-13329)).
(G) Certificate and Agreement of Limited Partnership of River
Hill Apartments, Ltd. (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, 1991 (Commission File No. 0-13329)).
(H) Amended and Restated Agreement of Limited Partnership of
Shadowood Village, Ltd., 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. 0-13329)).
(I) Property Management Agreement between Hutton/ConAm Realty
Investors 4 and ConAm Management Corporation for the
Pelican Landing property (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. 0-13329)).
(J) Property Management Agreement between Hutton/ConAm Realty
Investors 4 and ConAm Management Corporation for the
River Hill property (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. 0-13329)).
(K) Property Management Agreements between Hutton/ConAm
Realty Investors 4 and ConAm Management Corporation for
the Shadowood Village property (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. 0-13329)).
(L) Property Management Agreement between Hutton/ConAm Realty
Investors 4 and ConAm Management Corporation for the Village
at the Foothills II property (included as, and incorporated
herein by reference to Exhibit 10-Q to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1993 (Commission File No. 0-13329)).
(M) 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 the
Foothills II & III Apartments (included as, and incorporated
herein by reference to, Exhibit 10.1 to the Partnership's
Report on Form 8-K filed on February 16, 1999).
(N) 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 (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 or Limited Partnerships
(included as, and incorporated herein by reference to
Exhibit 22 of the Registrant's Annual Report on Form 10-K
filed March 27, 1992 (Commission File No. 0-13329)).
(27) Financial Data Schedule.
Page 10
(99) Portions of the Prospectus of Registrant dated January 13,
1984 (included as, and incorporated herein by reference to
Exhibit 28 to the Registrant's 1988 Annual Report on Form
10-K for the year ended December 31, 1988 (Commission File
No. 0-13329)).
(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 IV, 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 IV, 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