-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vu34TeeOnVMvz4h/ZnDLJ6S0AtkGpqHeq6LE6yWwCreNphlXYiBzuuGCMOQ0BZ7n L/g/yS66dF8FHTeWNVregg== 0000201529-96-000001.txt : 19970613 0000201529-96-000001.hdr.sgml : 19970613 ACCESSION NUMBER: 0000201529-96-000001 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960322 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL GROWTH FUND CENTRAL INDEX KEY: 0000201529 STANDARD INDUSTRIAL CLASSIFICATION: 6512 IRS NUMBER: 942382571 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-08639 FILM NUMBER: 96537316 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10KSB 1 FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) (As last amended by 34-31905, eff. 4/26/93) FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required] For the fiscal year ended December 31, 1995 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the transition period.........to......... Commission file number 0-8639 CONSOLIDATED CAPITAL GROWTH FUND (Name of small business issuer in its charter) California 94-2382571 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Insignia Financial Plaza, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Issuer's telephone number (864) 239-1000 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Units of Limited Partnership Interests (Title of class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such 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 Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State issuer's revenues for its most recent fiscal year. $11,262,000 State the aggregate market value of the voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were sold, or the average bid and asked prices of such partnership interests, as of December 31, 1995. $9,522,363 DOCUMENTS INCORPORATED BY REFERENCE None PART I Item 1. Description of Business Consolidated Capital Growth Fund (the "Partnership" or "Registrant") was organized on December 20, 1976, as a limited partnership under the California Uniform Limited Partnership Act. On February 25, 1977, the Partnership registered with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933 (File No. 2-57960) and commenced a public offering for sale of $50 million of Limited Partnership Units ("Units"). The Units represent equity interests in the Partnership and entitle the holders thereof to participate in certain allocations and distributions of the Partnership. The Partnership subsequently filed a Form 8-A Registration Statement with the SEC and registered the Units under the Securities Exchange Act of 1934 (file No. 0- 8639) on March 30, 1978. The sale of Units closed on October 10, 1978, with 49,196 Units sold at $1,000 each, or gross proceeds of $49.2 million to the Partnership. Upon the Partnership's formation in 1976, five individuals were the general partners of the Partnership. These individuals were all shareholders of Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation. As a result of a succession of agreements, CCEC became the Partnership's Managing Agent. In 1988, through a series of transactions, Southmark Corporation ("Southmark") acquired controlling interest in CCEC. In December 1988, CCEC filed for reorganization under Chapter 11. In 1990, as part of CCEC's reorganization plan, ConCap Equities, Inc., a Delaware Corporation ("CEI" or "General Partner"), acquired CCEC's interest as Managing Agent in the Partnership and its general partner interests in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and was elected general partner in all 16 partnerships. The selection of CEI as the sole general partner of the Partnership was approved by a majority of the Limited Partners on August 10, 1990. As part of this solicitation, the Limited Partners also approved the conversion of the five individual general partners from general partners to special limited partners and an amendment to the Partnership Agreement to limit changes of control of the Partnership thereby leaving CEI as the sole general partner of the Partnership. All of CEI's outstanding stock was owned by GII Realty, Inc. In December 1994, the parent of GII Realty, Inc., entered into a transaction (the "Insignia Transaction") in which, among other things, MAE-ICC, Inc., a wholly owned subsidiary of Metropolitan Asset Enhancement, L.P. ("MAE"), an affiliate of Insignia Financial Group, Inc. ("Insignia") acquired an option (exercisable in whole or in part from time to time) to purchase all of the stock of GII Realty, Inc. and, pursuant to a partial exercise of such option, acquired 50.5% of that stock. As a part of the Insignia Transaction, MAE-ICC, Inc. also acquired all of the outstanding stock of Partnership Services, Inc., an asset manager and Insignia acquired all of the outstanding stock of Coventry Properties, Inc., a property manager. In addition, confidentiality, non-competition, and standstill arrangements were entered into between certain of the parties. Those arrangements, among other things, prohibit GII Realty's former sole shareholder from purchasing Partnership Units for a period of three years. On October 24, 1995, MAE-ICC, Inc. exercised the remaining portion of its option to purchase all of the remaining outstanding capital stock of GII Realty, Inc. held by Gordon Realty, Inc. Pursuant to the terms of the option, MAE-ICC, Inc. acquired the remaining 49.5% of the outstanding capital stock of GII Realty, Inc. The Partnership currently owns and operates four apartment complexes, ranging in age from 23 to 26 years old and principally located in the southeastern United States. All but one of these properties, the Breckenridge Square Apartments, located in Louisville, Kentucky, were previously sold and have been reacquired by the Partnership after the borrowers were unable to perform under the terms of their note agreements. The four properties comprising the Partnership's real estate portfolio are budgeted to generate cash flow, after recurring replacements, capital improvements, and debt service in 1996 in excess of the cash flow generated by these properties in 1995. CCGF Associates, Ltd. ("CCGF Associates"), the wholly-owned limited partnership that held title to the Forest Hills Apartments filed for protection under Chapter 11 of the U.S. Bankruptcy Code ("Chapter 11") in May 1992. During the first quarter of 1994, CCGF Associates filed a first amendment to the Plan of Reorganization with the Bankruptcy Court, and in May 1994, the Plan of Reorganization was approved. The Plan of Reorganization provided for a reduction of the lender's allowed claim from in excess of $6.5 million, including accrued interest, to $5.8 million, required that CCGF Associates make a $1 million principal paydown in May 1994, provided for a reduction of the interest rate on the remaining $4.8 million note at 7.5% and extended the maturity date until April 16, 1995. The Partnership recognized an extraordinary gain of approximately $189,000 on the early extinguishment and modification of indebtedness pursuant to the Plan of Reorganization. In February 1995, the General Partner, on behalf of the Partnership, sold the Forest Hills Apartments for a gross sales price of $8.25 million. The Partnership realized a net gain of approximately $3.7 million on the sale after repayment of approximately $4.4 million of debt and related closing and other costs. The Ridgmar Square Apartments secured a mortgage note and accrued interest aggregating approximately $6.3 million at September 30, 1994 financed by the U.S. Department of Housing and Urban Development ("HUD"). Operating cash flow from the Ridgmar Square Apartments did not support the scheduled debt payment and the property was leveraged in excess of its economic value. As a result, in September 1991, the Partnership suspended scheduled debt service payments. During 1994, the Partnership had paid excess cash flow to HUD totaling $298,000. The General Partner informed HUD that it would cooperate with HUD's planned sale of the property, and in October 1994, the Property was foreclosed upon by HUD. The Partnership recognized a net gain of approximately $2.7 million on the property disposition and extinguishment of debt in October 1994. The Partnership also held a nonrecourse note receivable collateralized by the Camelot East Apartments. The note receivable had an original face amount of $860,000 and a stated interest rate of 10%. The related note receivable discount, recorded to reflect mortgage interest at the market rate prevailing when the Partnership accepted the note, was based on an imputed rate of 11.12%. In October 1993, the General Partner entered into an extension agreement with the borrower on the note receivable. Under the terms of the agreement, the note's original principal amount was modified to $917,000, the note's original maturity in October 1993 was extended to February 1994, and the borrower was required to make a principal payment of approximately $157,000. In April 1994, in consideration for an additional $10,000 principal payment, the General Partner extended the maturity. In September 1994, the Partnership received approximately $750,000 in full satisfaction of the note agreement at par. A further description of the Partnership's business is included in Management's Discussion and Analysis or Plan of Operation included in Item 6 of this Form 10-KSB. The Registrant has no employees. Management and administrative services are performed by CEI, the General Partner, and by Insignia Management Group, L.P., an affiliate of Insignia Financial Group, Inc. ("Insignia"), an affiliate of the General Partner. Pursuant to a management agreement between them, Insignia Management Group, L.P. provides property management services to the Registrant. The real estate business in which the Partnership is engaged is highly competitive and the Partnership is not a significant factor in this industry. The Registrant's property is subject to competition from similar properties in the vicinity in which the property is located. In addition, various limited partnerships have been formed by the General Partner and/or its affiliates to engage in business which may be competitive with the Registrant. Item 2. Description of Properties The following table sets forth the Registrant's investments in properties: Date of Property Purchase Type of Ownership Use Breckinridge Square Apartments 10/78 Fee ownership, subject Apartment Louisville, Kentucky to first mortgage. 294 units Churchill Park Apartments 05/90 Fee ownership, subject Apartment Louisville, Kentucky to first mortgage. 385 units The Lakes Apartments 05/88 Fee ownership, subject Apartment Raleigh, North Carolina to first mortgage. 600 units Tahoe Springs Apartments 11/87 Fee ownership subject Apartment Miami, Florida to first and second 368 units mortgages. Schedule of Properties: (in thousands)
Gross Carrying Accumulated Federal Property Value Depreciation Rate Method Tax Basis Breckinridge Square Apartments $ 7,199 $ 4,932 5-22 yrs S/L $ 2,580 Churchill Park Apartments 7,942 2,869 5-20 yrs S/L 4,442 The Lakes Apartments 13,175 6,304 5-19 yrs S/L 8,700 Tahoe Springs Apartments 11,487 4,684 5-20 yrs S/L 9,041 Total $39,803 $18,789 $24,763
See "Note A" to the financial statements in "Item 7." for a description of Partnership's depreciation policy. Schedule of Mortgages: (in thousands)
Principal Principal Balance At Balance December 31, Interest Period Maturity Due At Property 1995 Rate Amortized Date Maturity Breckinridge Square 1st mortgage $ 6,000 6.95% (1) 12/1/05 $ 6,000 Churchill Park 1st mortgage 6,450 6.95% (1) 12/1/05 6,450 The Lakes 1st mortgage 12,240 6.95% (1) 12/1/05 12,240 Tahoe Springs 1st mortgage 570 8.5% 25 yrs 9/1/98 -- 2nd mortgage 744 9.0% 27 yrs 3/1/03 -- 26,004 Less unamortized discounts (96) Total $25,908 (1) Payments are interest only.
Average Annual Rental Rate and Occupancy: Average Annual Average Annual Rental Rates Occupancy Property 1995 1994 1995 1994 Breckinridge Square $6,617/unit $6,461/unit 93% 93% Churchill Park 6,094/unit 5,775/unit 94% 94% The Lakes 6,503/unit 6,006/unit 93% 94% Tahoe Springs 7,227/unit 7,220/unit 94% 92% As noted under "Item 1. Description of Business," the real estate industry is highly competitive. All of the properties of the partnership are subject to competition from other residential apartment complexes in the area. The General Partner believes that all of the properties are adequately insured. The multifamily residential properties' lease terms are for one year or less. No residential tenant leases 10% or more of the available rental space. Real estate taxes and rates in 1995 for each property were (in thousands): 1995 1995 Billing Rate Breckinridge Square $ 96 0.59% Churchill Park 85 0.94% The Lakes 159 1.25% Tahoe Springs 328 2.29% Item 3. Legal Proceedings The Partnership is unaware of any pending or outstanding litigation that is not of a routine nature. The General Partner believes that all such matters are adequately covered by insurance and will be resolved without a material adverse effect on the business, financial condition, results of operations, or liquidity of the Partnership. Item 4. Submission of Matters to a Vote of Security Holders On September 25, 1995, the General Partner proxied the Limited Partners to modify the Partnership Agreement with regards to long term debt restrictions. The Proposal would permit the General Partner to explore an expanded array of property refinancing options by modifying the leverage limitations to provide that, with respect to any refinanced properties, the maximum aggregate indebtedness may equal 80% of the aggregate fair market value of all refinanced properties, as determined by the lender as of the date of refinancing and eliminating the restrictions requiring that the Partnership's aggregate financing of its properties be comprised of no more than 10% in second mortgages, no more than 40% in first mortgages with 30-year amortization and balloon payments due in no less than 20 years, and at least 50% in fully amortizing mortgages. The unit holders voted 70% in favor of the matter, 4% opposed or abstained and 26% did not respond. With a majority of the outstanding units approving the proposal, the proposal was adopted. PART II Item 5. Market for Partnership Equity and Related Partner Matters As of December 31, 1995, there was minimal trading of the Units in the secondary market establishing a high and low value of $317 and $305, respectively, per Unit as quoted in the January 1996 Stanger Report. There are 3,024 holders of record owning an aggregate of 49,196 Units. Distributions of $25,609,318 were made in 1995, while no distributions were made during 1994. Future distributions will depend on the levels of cash generated from operations, refinancings, property sales and the availability of cash reserves. At this time, the General Partner anticipates that cash distributions will be made during fiscal year 1996. Item 6. Management's Discussion and Analysis or Plan of Operation This item should be read in conjunction with the consolidated financial statements and other items contained elsewhere in this report. Results of Operations The Partnership's net income as shown in the financial statements for the year ended December 31, 1995, was $5,079,000 versus net income of $4,495,000 for the same period of 1994. The increase in net income for the year ended December 31, 1995, is primarily due to the recognition of a $3,693,000 gain on the sale of the Forest Hills Apartment complex. Rental income decreased for the year ended December 31, 1995, as a result of the sale of Forest Hills in February 1995, and the foreclosure on the Ridgmar Square Apartment complex by the U.S. Department of Housing and Urban Development ("HUD") in October 1994. Interest and dividend income on investments decreased due to a decrease in securities available for sale in the year ended December 31, 1995, versus the year ended December 31, 1994. All securities available for sale except the Southmark stock were liquidated prior to March 31, 1995, to facilitate the $5,449,000 distribution paid to the limited partners in March 1995. (See further discussion below.) In addition, operating, depreciation, and interest expense decreased during the year ended December 31, 1995, as compared to the year ended December 31, 1994. The decrease in these expenses are the result of the disposition of Ridgmar Square Apartments and the Forest Hills Apartments. General and administrative expenses increased during the year ended December 31, 1995, as compared to the year ended December 31, 1994, due to the payment of penalties and interest on the 1993 taxes due for income generated by The Lakes. Also contributing to the increase in general and administrative expenses was an increase in reimbursements for services of affiliates during the year ended December 31, 1995, compared to the year ended December 31, 1994, due to increased expense reimbursements related to the combined efforts of the Dallas and Greenville offices during the transition period for the year ended December 31, 1995. Partnership management fees of $613,000 were incurred in connection with the distributions to the limited partners. The Limited Partnership Agreement ("Agreement") provides for a fee equal to 9% of the total distributions made to the limited partners from "cash available for distribution" to the limited partners (as defined in the Agreement) to be paid to the General Partner for executive and administrative management services. No such fee was incurred in the year ended December 31, 1994, as no distributions were made to the limited partners. Other income has decreased as a result of the receipt of approximately $77,000 in cash and stock in March 1994 as partial recovery of claims against Southmark Corporation's Chapter 11 bankruptcy proceeding which was included in other income for the year ended December 31, 1994. No additional judgements were granted on the Partnership's claims in 1995. The loss on disposal of property was the result of roof write-offs at three of the investment properties due to ongoing roof repairs. The extraordinary gain on early extinguishment of debt is the result of a partial forgiveness of debt by the mortgage holder at the time the Forest Hills Apartment complex was sold. As part of the ongoing business plan of the Partnership, the General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expense. As part of this plan the General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the General Partner will be able to sustain such a plan. Liquidity and Capital Resources At December 31, 1995, the Partnership had unrestricted cash of $4,717,000 versus $2,358,000 at December 31, 1994. Net cash provided by operating activities decreased in 1995 due to a decrease in 1995 cash flows from operating activities excluding changes in assets and liabilities due to the foreclosure of Ridgmar Square Apartments in October 1994 and the sale of Forest Hills Apartments in February 1995. Additionally, cash provided by operating activities decreased due to a decrease in other liabilities which is the result of a decrease in accrued taxes. Net cash provided by investing activities increased due to cash received from securities available for sale and the proceeds from the sales of Forest Hills Apartments. While the Partnership received $24,690,000 in proceeds from long-term borrowings, net cash used in financing activities increased due to the payment of distributions and the repayment of the mortgage note payable with the proceeds from the sale of Forest Hills Apartments. The Partnership has no material capital programs scheduled to be performed in 1996, although certain routine capital expenditures and maintenance expenses have been budgeted. These capital expenditures and maintenance expenses will be incurred only if cash is available from operations or is received from the capital reserve account. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the properties to adequately maintain the physical assets and other operating needs of the Partnership. Such assets are currently thought to be sufficient for any near-term needs of the Partnership. The General Partner successfully refinanced Breckinridge Square, Churchill Park, and The Lakes in December 1995, which generated approximately $18,912,000 in net refinancing proceeds, and made a special distribution of $15,910,000 to the limited partners. A matching distribution of approximately $2,590,000 was made to the General Partner. The remainder of the refinancing proceeds will be used to pay off the $1,314,000 debt due on Tahoe Springs in March of 1996. A distribution of $5,449,000 or $110.77 per Unit was made to the limited partners in March 1995. A matching distribution of $60,000 was made to the General Partner. Also, during the third quarter of 1995, the Partnership distributed $1,363,000 or $27.71 per Unit, to the limited partners. The General Partner received a matching distribution of $14,000. During the third and fourth quarters of 1995, the Partnership paid $221,000 to the North Carolina Department of Revenue for withholding taxes related to income generated by the Partnership's investment property located in North Carolina. These taxes have been treated as a distribution to the limited partners. The General Partner received a distribution of approximately $1,000 related to these payments. Future cash distributions will depend on the levels of cash generated from operations, capital expenditure requirements, property sales, refinancings and the availability of cash reserves. Item 7. Financial Statements CONSOLIDATED CAPITAL GROWTH FUND LIST OF FINANCIAL STATEMENTS Reports of Independent Auditors Consolidated Balance Sheet--December 31, 1995 Consolidated Statements of Operations--Years ended December 31, 1995 and 1994 Consolidated Statements of Changes in Partners' Capital (Deficit)--Years ended December 31, 1995 and 1994 Consolidated Statements of Cash Flows--Years ended December 31, 1995 and 1994 Notes to Consolidated Financial Statements Report of Ernst & Young LLP, Independent Auditors The Partners Consolidated Capital Growth Fund We have audited the accompanying consolidated balance sheet of Consolidated Capital Growth Fund as of December 31, 1995, and the related consolidated statements of operations, changes in partners capital (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Partnership s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Partnership s management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Consolidated Capital Growth Fund as of December 31, 1995, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. /s/ERNST & YOUNG LLP Greenville, South Carolina February 3, 1996 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Consolidated Capital Growth Fund: We have audited the accompanying consolidated statements of operations, partners' capital (deficit) and cash flows of Consolidated Capital Growth Fund (a California limited partnership) for the year ended December 31, 1994. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Consolidated Capital Growth Fund for the year ended December 31, 1994, in conformity with generally accepted accounting principles. /s/ Arthur Andersen, LLP Dallas, Texas March 23, 1995 CONSOLIDATED CAPITAL GROWTH FUND CONSOLIDATED BALANCE SHEET (in thousands, except unit data) December 31, 1995 Assets Cash and cash equivalents: Unrestricted $ 4,717 Restricted-tenant security deposits 311 Securities available for sale 9 Other assets 1,682 Investment properties: Land $ 4,610 Buildings and related personal property 35,193 39,803 Less accumulated depreciation (18,789) 21,014 $27,733 Liabilities and Partners' Capital (Deficit) Liabilities Mortgage notes and interest payable $25,948 Tenant security deposits 310 Other liabilities 685 Partners' Capital (Deficit) General partners $ (3,267) Limited partners (49,196 units issued and outstanding) 4,057 790 $27,733 See Accompanying Notes to Consolidated Financial Statements CONSOLIDATED CAPITAL GROWTH FUND CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except unit data)
Years Ended December 31, 1995 1994 Revenues: Rental income $11,008 $13,384 Other income 254 420 Total revenues 11,262 13,804 Expenses: Operating 6,225 7,678 General and administrative 411 378 Partnership management fees 613 -- Depreciation 1,869 2,809 Interest 712 1,338 Total expenses 9,830 12,203 Reorganization items -- (12) Gain on disposition of investment property 3,693 902 Loss on disposal of property (67) -- Income before extraordinary items 5,058 2,491 Extraordinary gain on troubled debt restructuring -- 189 Extraordinary gains on early extinguishments of debt, net 21 1,815 Net income $ 5,079 $ 4,495 Net income allocated to general partners (1%) 51 45 Net income allocated to limited partners (99%) 5,028 4,450 $ 5,079 $ 4,495 Per limited partnership unit: Income before extraordinary items $101.79 $ 50.15 Extraordinary gain on troubled debt restructuring -- 3.80 Extraordinary gains on early extinguishments of debt, net .42 36.51 Net income per limited partnership unit $102.21 $ 90.46 See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) (in thousands, except unit data)
Limited Partnership General Limited Units Partner Partners Total Original capital contributions 49,196 $ 1 $ 49,196 $ 49,197 Partners' capital (deficit) at December 31, 1993 49,196 $ (698) $ 17,523 $ 16,825 Net income -- 45 4,450 4,495 Partners' capital (deficit) at December 31, 1994 49,196 (653) 21,973 21,320 Net income -- 51 5,028 5,079 Distributions -- (2,665) (22,944) (25,609) Partners' capital (deficit) at December 31, 1995 49,196 $ (3,267) $ 4,057 $ 790 See Accompanying Notes to Consolidated Financial Statements CONSOLIDATED CAPITAL GROWTH FUND CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, except unit data) Years Ended December 31, 1995 1994 Cash flows from operating activities: Net income $ 5,079 $ 4,495 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,869 2,809 Amortization of discounts and loan costs 35 11 Southmark stock receipt -- (9) Extraordinary gain on troubled debt restructuring -- (189) Gains on early extinguishments of debt, net (21) (1,815) Gain on disposition of investment property (3,693) (902) Loss on disposal of property 67 -- Changes in assets and liabilities: Restricted cash 85 (20) Other assets (354) (552) Interest payable 24 182 Tenant security deposit liabilities (90) (56) Other liabilities (137) 55 Net cash provided by operating activities 2,864 4,009 Cash flows from investing activities: Property improvements and replacements (1,239) (439) Cash received from sale of securities available for sale 4,441 -- Cash used for purchase of securities available for sale -- (2,142) Proceeds from sale of investment property 7,966 -- Principal receipts on notes receivable -- 760 Net cash provided by (used in) investing activities 11,168 (1,821) Cash flows from financing activities: Proceeds from long-term borrowings 24,690 -- Loan costs paid (474) -- Payments on mortgage notes payable (662) (1,642) Repayment of mortgage notes payable (9,618) -- Distributions paid (25,609) -- Net cash used in financing activities (11,673) (1,642) Net increase in cash and cash equivalents 2,359 546 Cash and cash equivalents at beginning of period 2,358 1,812 Cash and cash equivalents at end of period $ 4,717 $ 2,358 Supplemental disclosure of cash flow information: Cash paid for interest $ 653 $ 1,112 See Accompanying Notes to Consolidated Financial Statements CONSOLIDATED CAPITAL GROWTH FUND CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) Supplemental Disclosure of Non-Cash Activity The following table sets forth the non-cash investing and financing activity for the year ended December 31, 1994: For the Year Ended December 31, 1994 (in thousands) Net real estate (a) $ (3,217) Other assets, net of other liabilities (381) (3,598) Debt discharged (b) 6,315 Net gain on foreclosure $ 2,717 Gain on disposition of investment property (c) $ 902 Extraordinary gain on extinguishment of debt 1,815 Net gain on foreclosure $ 2,717 (a) Real estate, at cost, net of accumulated depreciation of approximately $3.5 million and allowance for possible losses of approximately $1.8 million. (b) Amount includes accrued interest of $1.4 million. (c) The gain on disposition of real estate represents the difference between the carrying value of the real estate and the estimated fair value of the property at disposition. The gain is included in "Gain on disposition of investment property" in accompanying statements of operations. (d) The gain on extinguishment of debt represents the difference between the estimated fair value of the property at foreclosure and the amount of debt, including accrued interest, extinguished. The gain is reflected as an extraordinary item in the accompanying statements of operations. There were no non-cash investing or financing activities in 1995. CONSOLIDATED CAPITAL GROWTH FUND NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note A - Organization and Significant Accounting Policies Organization: Consolidated Capital Growth Fund (the "Partnership"), a California limited partnership, was formed on December 20, 1976, to acquire and operate commercial and residential properties. Partnership operations commenced June 30, 1977, the date on which impound requirements were met. Upon the Partnership's formation in 1976, five individuals were the general partners of the Partnership. These individuals were all shareholders of Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation. As a result of a series of transactions, CCEC became the Partnership's Managing Agent. In December 1988, CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, ConCap Equities, Inc., a Delaware corporation (the "General Partner" or "CEI") acquired CCEC's interest as managing agent in the Partnership and its general partner interests in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and was elected as managing general partner in all 16 partnerships. As part of the solicitation for approval of CEI as general partner, the Limited Partners also approved the conversion of the five individual general partners from general partners to special limited partners, thereby leaving CEI as the sole general partner of the Partnership. The Partnership owns and operates four apartment properties located in the South. All of CEI's outstanding stock is owned by GII Realty, Inc. In December 1994, the parent of GII Realty, Inc., entered into a transaction (the "Insignia Transaction") in which among other things, MAE-ICC, Inc., a wholly owned subsidiary of Metropolitan Asset Enhancement, L.P. ("MAE"), an affiliate of Insignia Financial Group, Inc. ("Insignia") acquired an option (exercisable in whole or in part from time to time) to purchase all of the stock of GII Realty, Inc. and, pursuant to a partial exercise of such option, acquired 50.5% of that stock. As a part of the Insignia Transaction, MAE-ICC, Inc. also acquired all of the outstanding stock of Partnership Services, Inc., an asset manager and Insignia acquired all of the outstanding stock of Coventry Properties, Inc., a property manager. In addition, confidentiality, non-competition, and standstill arrangements were entered into between certain of the parties. Those arrangements, among other things, prohibit GII Realty's former sole shareholder from purchasing Partnership Units for a period of three years. On October 24, 1995, MAE-ICC, Inc. exercised the remaining portion of its option to purchase all of the remaining outstanding capital stock of GII Realty, Inc. held by Gordon Realty, Inc. Pursuant to the terms of the option, MAE-ICC, Inc. acquired the remaining 49.5% of the outstanding capital stock of GII Realty, Inc. Principles of Consolidation: The Partnership's financial statements include the accounts of Ridgmar Square Associates, a California limited partnership ("Ridgmar Square Associates") as of December 31, 1994, and CCGF Associates, Ltd. ("CCGF Associates") as of December 31, 1995 and 1994. Ridgmar Square Associates is the limited partnership which held title to the Ridgmar Square Apartments prior to its foreclosure in November 1994. CCGF Associates is the limited partnership which held title to the Forest Hills Apartments prior to its sale in February 1995. Both Ridgmar Square Associates and CCGF Associates are wholly- owned by the Partnership. All intercompany transactions have been eliminated. The Partnership disposed of Ridgmar Square Apartments in 1994 in an uncontested foreclosure of the property, as more fully described in "Note G." In May 1994, the plan of reorganization was approved by the Bankruptcy Court. Note A - Organization and Significant Accounting Policies - continued CCGF Associates was under protection of Chapter 11 of the U.S. Bankruptcy Code ("Chapter 11") on May 29, 1992, and in February 1995, the Partnership executed a contract for the sale of Forest Hills Apartments, as more fully described in "Note G." Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principals requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Restricted Escrows: Replacement Reserve Account - At the time of the December 15, 1995, refinancing, $356,850 of the proceeds were designated for a "replacement reserve fund" for certain capital replacements (as defined in the Replacement Reserve Agreement) at Breckinridge Square, Churchill Park and The Lakes. At December 31, 1995, the balance was $356,850 and is included in other assets. Repair Escrow Account - In addition to the Replacement Reserve Account, $542,269 of the refinancing proceeds were designated for a "repair escrow" to cover necessary repairs and replacements to be completed at Breckinridge Square, Churchill Park, and The Lakes within one year of closing. At December 31, 1995, the balance was $542,269 and is included in other assets. All excess funds will be transferred into the Replacement Reserve Account. Escrows for Taxes: These funds are held by the Partnership, are designated for the payment of real estate taxes and are included in other assets. Depreciation: Depreciation is provided by the straight-line method over the estimated lives of the apartment properties and related personal property. For Federal income tax purposes, the accelerated cost recovery method is used (1) for real property over 15 years for additions prior to March 16, 1984, 18 years for additions after March 15, 1984, and before May 9, 1985, and 19 years for additions after May 8, 1985, and before January 1, 1987, and (2) for personal property over 5 years for additions prior to January 1, 1987. As a result of the Tax Reform Act of 1986, for additions after December 31, 1986, the modified accelerated cost recovery method is used for depreciation of (1) real property additions over 27 1/2 years and (2) personal property additions over 5 to 15 years. Present Value Discounts: Periodically, the Partnership incurs debt at below market rates for similar debt. Present value discounts are recorded on the basis of prevailing market rates and are amortized on an interest method over the life of the related debt. Loan Costs: Loan costs of $520,368 are included in other assets and are being amortized on a straight-line basis over the life of the loans. Note A - Organization and Significant Accounting Policies - continued Cash and Cash Equivalents: Unrestricted - Unrestricted cash includes cash on hand and in banks, money market funds and U.S. Treasury Bills with original maturities less than 90 days. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Restricted cash - tenant security deposits - The Partnership requires security deposits from lessees for the duration of the lease and such deposits are considered restricted cash. Deposits are refunded when the tenant vacates, provided the tenant has not damaged its space and is current on its rental payments. Investments: Securities available-for-sale: The General Partner determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Presently, all of the Partnership's investments are classified as available-for-sale. Available- for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported in a separate component of partner's capital. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in investment income. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in investment income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in investment income. Income Taxes: No provision has been made in the financial statements for Federal income taxes because, under current law, no Federal income taxes are paid directly by the Partnership. The Unitholders are responsible for their respective shares of Partnership net income or loss. The Partnership reports certain transactions differently for tax than for financial statement purposes. The tax basis of the Partnership's assets and liabilities is approximately $9.1 million greater than the assets and liabilities as reported in the financial statements. Partners' Capital (Deficit): The Limited Partnership Agreement ("Agreement") provides that net income and net losses from operations for both financial and tax reporting purposes shall be allocated 99% to the Limited Partners and 1% to the General Partner. All distributions other than Surplus Funds distributions (as defined in the Agreement) are allocated 99% to the Limited Partners and 1% to the General Partner. Distributions of Surplus Funds were allocated 100% to the Limited Partners until 1986 when the Limited Partners had received a return of their capital contributions plus a 10% cumulative return. Pursuant to the provisions of the Agreement, the General Partners have been entitled to 14% of Surplus Fund distributions since 1986. However, in connection with the settlement of litigation between CCEC and two affiliated partnerships, a portion of the General Partner's interest in the Partnership was assigned to the two affiliated partnerships. Each of the two affiliated partnerships received distributions of $1,065,506 from the Partnership during 1995. Note A - Organization and Significant Accounting Policies - continued Distributions since inception of the Partnership have aggregated approximately $116.3 million to the Limited Partners and approximately $4.8 million to the General Partner(s). Distributions of approximately $22.9 million and approximately $2.7 million were paid to the Limited Partners and the General Partners, respectively, during 1995. Leases: The Partnership generally leases apartment units for twelve-month terms or less. The Partnership recognizes income as earned on its leases. In addition, management finds it necessary to offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Concessions are charged to expenses as incurred. Investment Properties: Prior to the fourth quarter of 1995, investment properties were carried at the lower of cost or estimated fair value, which was determined using the higher of the property's non-recourse debt amount, when applicable, or the net operating income of the investment property capitalized at a rate deemed reasonable for the type of property. During the fourth quarter of 1995, the Partnership adopted FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. The impairment loss is measured by comparing the fair value of the asset to its carrying amount. The effect of adoption was not material. Advertising: The Partnership expenses the costs of advertising as incurred. Advertising expense, included in operating expenses, was $124,791 and $112,938 for the years ended December 31, 1995 and 1994, respectively. Fair Value: In 1995, the Partnership implemented Statement of Financial Accounting Standards No. 107, "Disclosure about Fair Value of Financial Instruments," which requires disclosure of fair value information about financial instruments for which it is practicable to estimate that value. The carrying amount of the Partnership's cash and cash equivalents approximates fair value due to short-term maturities. The Partnership estimates the fair value of its fixed rate mortgages by discounted cash flow analysis, based on estimated borrowing rates currently available to the Partnership. Reclassifications: Certain reclassifications have been made to the 1994 information to conform to the 1995 presentation. Note B - Investments Investments, stated at cost, consist of the following at December 31, 1995 (in thousands): Interest Face Maturity Rate Amount Cost Date Southmark Corporation Redeemable Series A Preferred Stock N/A $9 $9 N/A Note B - Investments - continued The Partnership investments are classified as available for sale. The General Partner believes that the market value of the investments is approximately the same as the cost. Note C - Mortgage Notes Payable The principal terms of mortgage notes payable are as follows (in thousands):
Principal Monthly Principal Balance At Payment Stated Balance December 31, Including Interest Maturity Due At Property 1995 Interest Rate Date Maturity Breckinridge Square 1st Mortgage $ 6,000 $ 35 6.95% 12/01/05 $ 6,000 Churchill Park 1st Mortgage 6,450 37 6.95% 12/01/05 6,450 The Lakes 1st Mortgage 12,240 71 6.95% 12/01/05 12,240 Tahoe Springs 1st Mortgage 570 28 8.5% 09/01/98 -- 2nd Mortgage 744 13 9.0% 03/01/03 -- 26,004 $184 Less unamortized discounts (96) Totals $25,908
The estimated fair values of the Partnership's aggregate debt is approximately $26,120,000. This estimate is not necessarily indicative of the amounts the Partnership may pay in actual market transactions. On December 15, 1995, the Partnership successfully refinanced the mortgage notes at Breckinridge Square, Churchill Park and The Lakes. Of the $24,690,000 gross proceeds received in the refinancing, approximately $4,834,000 was used to pay off the old mortgage debt on Breckinridge Square. All three notes require monthly interest only payments at a stated interest rate of 6.95% and have balloon payments due December 1, 2005. Subsequent to December 31, 1995, the General Partner paid off the first and second mortgages of Tahoe Springs totalling $1,314,000 with a portion of the refinancing proceeds. Per the terms of these Notes, sixty (60) days written notice had been submitted to the Lender to notify them of such payment. Note C - Mortgage Notes Payable - continued The Partnership realized a $189,000 extraordinary gain on troubled debt restructuring which resulted from a first amendment to the Plan of Reorganization with the Bankruptcy Court as filed by CCGF Associates, title holder of Forest Hills Apartments, in May 1994. In February 1995, the Partnership realized a $121,000 extraordinary gain on early extinguishment of debt, resulting from the repayment of the mortgage note during the sale of Forest Hills Apartments. The Partnership realized a $58,000 extraordinary loss on the refinancing of Breckinridge Square due to the write-off of loan costs pertaining to the previous mortgage and the payment of a prepayment penalty. The Partnership also incurred a $42,000 extraordinary loss due to the write-down of a mortgage discount related to the early extinguishment of approximately $215,000 of debt at Tahoe Springs. The effective interest rate on the Tahoe Springs mortgage was 10.25%. Note D - Transactions with Affiliated Parties The Partnership has no employees and is dependent on the General Partner and its affiliates for the management and administration of all partnership activities. The Partnership paid property management fees based upon collected gross rental revenues for property management services for the years ended December 31, 1995, and December 31, 1994. For the year ended December 31, 1994, a portion of such property management fees were paid to Coventry Properties, Inc. ("Coventry"), an affiliate of the General Partner, for day-to-day property management services and a portion was paid to Partnership Services, Inc. ("PSI") for advisory services related to day-to-day property operations. Affiliates of Insignia Financial Group, Inc. ("Insignia"), an affiliate of the General Partner, assumed day-to-day management responsibilities for the Partnership's properties in late December 1994. Fees paid to affiliates of Insignia during the year ended December 31, 1995, and fees paid to Coventry and PSI during the year ended December 31, 1994, are reflected in the following table: For the Years Ended December 31, 1995 1994 (in thousands) Property management fees $536 $549 Partnership management fees (1) 613 -- (1)The Limited Partnership Agreement ("Agreement") provides for a fee equal to 9% of the total distributions made to the limited partners from "cash available for distribution" to the limited partners (as defined in the Agreement) to be paid to the General Partner for executive and administrative management services. The Agreement also provides for reimbursement to the General Partner and its affiliates for costs incurred in connection with administration of Partnership activities. The General Partner and its current and former affiliates (including Coventry), received reimbursements as reflected in the following table: Note D - Transactions with Affiliated Parties - continued For the Years Ended December 31, 1995 1994 (in thousands) Reimbursement for services of affiliates $227 $166 Reimbursements for services of affiliates increased during the year ended December 31, 1995, compared to the year ended December 31, 1994, due to increased expense reimbursements related to the combined efforts of the Dallas and Greenville offices during the transition period for the year ended December 31, 1995. These increased costs related to the transition efforts were incurred to minimize any disruption in the year-end reporting function including the financial reporting and K-1 preparation and distribution. The administrative expenses have decreased in the fourth quarter of 1995 as the transition efforts are now complete. As of December 31, 1995, the Partnership had paid $13,654 and had accrued $42,366 in reimbursements to an affiliate of the General Partner relating to the refinancings of three of its investment properties. On July 1, 1995, the Partnership began insuring its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner, who receives payments on these obligations from the agent. The amount of the partnership's insurance premiums accruing to the benefit of the affiliate of the General Partner by virtue of the agent's obligations is not significant. At December 31, 1995, Insignia was the beneficial owner of 19,157 (38.9%) of the Partnership's limited partnership units. Note E - Real Estate and Accumulated Depreciation Investment Properties (in thousands)
Initial Cost To Partnership Buildings Cost and Related Capitalized Personal Subsequent to Description Encumbrances Land Property Acquisition Breckinridge Square $ 6,000 $ 641 $ 4,720 $ 1,838 Louisville, Kentucky Churchill Park 6,450 566 6,510 866 Louisville, Kentucky The Lakes 12,240 946 9,605 2,624 Raleigh, North Carolina Tahoe Springs 1,314 2,848 8,492 147 Miami, Florida Totals $26,004 $5,001 $29,327 $ 5,475
(in thousands)
Gross Amount At Which Carried At December 31, 1995 Buildings And Related Personal Accumulated Date of Date Depreciable Description Land Property Total Depreciation Construction Acquired Life-Years Breckinridge Square $ 641 $ 6,558 $ 7,199 $ 4,932 1971 10/78 5-22 Louisville, Kentucky Churchill Park 566 7,376 7,942 2,869 1970 05/90 5-20 Louisville, Kentucky The Lakes 946 12,229 13,175 6,304 1973 05/88 5-19 Raleigh, North Tahoe Springs 2,457 9,030 11,487 4,684 1972-1975 11/87 5-20 Miami, Florida Totals $4,610 $35,193 $39,803 $18,789
Note E - Real Estate and Accumulated Depreciation - continued Reconciliation of "Real Estate and Accumulated Depreciation": Years Ended December 31, 1995 1994 (in thousands) Real Estate Balance at beginning of year $45,992 $54,067 Property improvements 1,239 439 Disposals of property (7,428) (8,514) Balance at End of Year $39,803 $45,992 Accumulated Depreciation Balance at beginning of year $20,008 $20,657 Additions charged to expense 1,869 2,809 Disposals of property (3,088) (3,458) Balance at end of year $18,789 $20,008 The aggregate cost of the real estate for Federal income tax purposes at December 31, 1995 and 1994 is $37,457,947 and $37,268,312. The accumulated depreciation taken for Federal income tax purposes at December 31, 1995 and 1994 is $12,694,870 and $13,106,748. Note F - Chapter 11 Proceeding The note payable of approximately $6.5 million (including accrued interest) secured by the Forest Hills Apartments matured in November 1990. The General Partner was unable to obtain an extension and modification of the note's term from the lender. In the General Partner's opinion, the lender's mortgage note was fully secured by the estimated fair value of the property, and the Chapter 11 proceeding was the best alternative to maintain control of the property while pursuing debt modification negotiations with the lender and/or a sale of the property. During the first quarter of 1994, CCGF Associates filed a first amendment to the Plan of Reorganization with the Bankruptcy Court and in May 1994, the Plan of Reorganization was approved. The Plan of Reorganization provided for a reduction of the lender's allowed claim from $6.5 million, including accrued interest, to $5.8 million, required that CCGF Associates make a $1 million principal paydown in May 1994, provided for a reduction of the interest rate on the remaining $4.8 million note to 7.5% and extended the maturity date until April 16, 1995. The Partnership recognized a gain of approximately $189,000 on the early extinguishment and modification of indebtedness pursuant to the Plan of Reorganization. Note G - Disposition of Real Estate On February 10, 1995, the General Partner, on behalf of the Partnership, executed a contract for the sale of Forest Hills Apartments for a gross sales price of $8.25 million. The Partnership realized a net gain of approximately $3.7 million on the sale after repayment of the related mortgage debt and other closing costs. The Partnership also realized an extraordinary gain of approximately $121,000 on early extinguishment of debt related to the sale of Forest Hills Apartments. Also, in October 1994, the U.S. Department of Housing and Urban Development ("HUD") foreclosed on the Ridgmar Square Apartments. The following table sets forth the statement of operations for each of these investment properties at December 31, 1994 (in thousands): For the Year Ended December 31, 1994 Forest Ridgmar Hills Square Revenues: Apartments Apartments Rental income $2,145 $1,274 Interest income 10 1 Total revenues 2,155 1,275 Expenses: Operating 1,690 1,076 General and administrative 7 11 Depreciation 399 380 Interest 193 456 Total expenses 2,289 1,923 Gain on disposition of real estate -- 902 Reorganization items (10) -- (Loss) income before extraordinary items (144) 254 Extraordinary gain on troubled debt restructuring 189 -- Extraordinary gain on early extinguishment of debt -- 1,815 Net income $ 45 $2,069 Included in the Partnership's December 31, 1995, statement of operations were revenues of approximately $311,300 and expenses of approximately $482,700 relating to the operations of Forest Hills Apartments before the sale. Note H - Other Income In 1991, the Partnership (and simultaneously other affiliated partnerships) entered claims in Southmark Corporation's Chapter 11 bankruptcy proceeding. These claims related to Southmark Corporation's activities while it exercised control (directly, or indirectly through its affiliates) over the Partnership. The Bankruptcy Court set the Partnership's and other affiliated partnerships' allowed claim at $11 million, in the aggregate. In March 1994, the Partnership received approximately $68,000 in cash, 1,233 shares of Southmark Corporation Redeemable Series A Preferred Stock, and 9,020 shares of Southmark Corporation New Common Stock with an aggregate market value on the date of receipt of $9,075, representing the Partnership's share of the recovery, based on its pro rata share of the claims filed. Subsequent to December 31, 1995, the Partnership received a refund on an expired insurance policy. The refund was approximately $19,000 and was recorded as income for the year ended December 31, 1995. Note I - Contingencies The Partnership is unaware of any pending or outstanding litigation that is not of a routine nature. The General Partner believes that all such matters are adequately covered by insurance and will be resolved without a material adverse effect upon the business, financial condition, results of operations, or liquidity of the Partnership. Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure As of May 3, 1995, Arthur Andersen LLP, the independent accountant previously engaged as the principal accountant to audit the financial statements of the Registrant was dismissed. As of the same date, the firm of Ernst & Young LLP was engaged to provide that service for the Registrant. The audit report of Arthur Andersen LLP on the financial statements of the Partnership as of and for the year ended December 31, 1994 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. During the Partnership's two most recent fiscal years and any subsequent interim period preceding the change, there were no disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreements in connection with its report. PART III Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance with Section 16(a) of the Exchange Act The names of the directors and executive officers of ConCap Equities, Inc. ("CEI"), the Partnership's Managing General Partner as of December 31, 1995, their age and the nature of all positions with CEI presently held by them are as follows: NAME OF INDIVIDUAL POSITION IN CEI AGE Carroll D. Vinson President 55 William H. Jarrard, Jr. Vice President 49 John K. Lines Vice President/Secretary 36 Kelley M. Buechler Assistant Secretary 38 Robert D. Long, Jr. Chief Accounting Officer/ 28 Controller Carroll D. Vinson has been President of CEI since December 1994 and President of the MAE subsidiaries since August 1994. Prior to that, during 1993 to August 1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (a regional CPA firm) and engaged in various other investment and consulting activities. Briefly, in early 1993, Mr. Vinson served as President and Chief Executive Officer of Angeles Corporation, a real estate investment firm. From 1991 to 1993, Mr. Vinson was employed by Insignia in various capacities including Managing Director-President during 1991. From 1986 to 1990, Mr. Vinson was President and a Director of U.S. Shelter Corporation, a real estate services company which sold substantially all of its assets to Insignia in December 1990. William H. Jarrard, Jr. has been Vice President of CEI since December 1994, Vice President of the MAE subsidiaries since January 1992 and Managing Director - Partnership Administration of Insignia since January 1991. During the five years prior to joining Insignia in 1991, he served in a similar capacity for U.S. Shelter. John K. Lines has been Vice President and Secretary of CEI since December 1994, Secretary of the MAE subsidiaries since August 1994, General Counsel of Insignia since June 1994, and General Counsel and Secretary of Insignia since July 1994. From May 1993 until June 1994, Mr. Lines was the Assistant General Counsel and Vice President of Ocwen Financial Corporation in West Palm Beach, Florida. From October 1991 until April 1993, Mr. Lines was a Senior Attorney with Banc One Corporation in Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was employed as an associate with Squire Sanders & Dempsey in Columbus, Ohio. Robert D. Long, Jr. has been Controller and Chief Accounting Officer of CEI since December 1994 and Chief Accounting Officer and Controller of the MAE subsidiaries since February 1994. Prior to joining MAE, he was an auditor for the State of Tennessee and was associated with the accounting firm of Harshman Lewis and Associates. He is a graduate of the University of Memphis. Kelley M. Buechler has been Assistant Secretary of CEI since December 1994, Assistant Secretary of the MAE subsidiaries since January 1992, and Assistant Secretary of Insignia since January 1991. During the five years prior to joining Insignia in 1991, she served in a similar capacity for U.S. Shelter. Ms. Buechler is a graduate of the University of North Carolina. Item 10. Executive Compensation No remuneration was paid to the General Partner nor any of its directors and officers during the year ended December 31, 1995. Item 11. Security Ownership of Certain Beneficial Owners and Management (a) Security Ownership of Certain Beneficial Owners Except as provided below, no person was known by the Registrant to own of record or beneficially more than five percent of the Units of the Registrant as of December 31, 1995: NUMBER OF PERCENT NAME AND ADDRESS UNITS OF TOTAL Insignia Financial Group, Inc. 19,157 38.9% One Insignia Financial Plaza P. O. Box 1089 Greenville, SC 29602 (b) Beneficial Owners of Management Except as described in 11(a) above, neither CEI nor any of the directors or officers or associates of CEI own any Units of the Partnership of record or beneficially. (c) Changes in Control Beneficial Owners of CEI As of December 31, 1995, the following persons were known to CEI to be the beneficial owners of more than 5 percent (5%) of its common stock: NUMBER OF PERCENT NAME AND ADDRESS CEI SHARES OF TOTAL GII Realty, Inc. 100,000 100% One Insignia Financial Plaza P. O. Box 1089 Greenville, SC 29602 Item 12. Certain Relationships and Related Transactions Transactions with Current Management and Others Except for the transactions described below, neither CEI nor any of its directors, officers or associates, or any associates of any of them, has had any interest in any other transaction to which the Registrant is a party. Please refer to "Item 7. Financial Statements, Note D - Transactions with Affiliated Parties," for the amounts and items of permissible compensation and fees paid to the General Partner and its affiliates and other related parties for the last two years. The Registrant has paid property management fees based upon collected gross rental revenues for property management services for the years ended December 31, 1995 and 1994. For the year ended December 31, 1994, a portion of such property management fees were paid to Coventry Properties, Inc. ("Coventry"), an affiliate of the General Partner, for day-to-day property management services and a portion was paid to Partnership Services, Inc. ("PSI") for advisory services related to day-to-day property operations. In late December 1994, management of the Registrant's properties was assumed by affiliates of Insignia. All of the above-referenced agreements with affiliates of CEI and related parties of the Partnership are subject to the conditions and limitations imposed by the Partnership Agreement. Transactions with Former Related Parties In 1991, the Partnership (and simultaneously other affiliated partnerships) entered claims in Southmark's Chapter 11 bankruptcy proceeding. These claims related to Southmark's activities while it exercised control (directly, or indirectly through its affiliates) over the Partnership. The Bankruptcy Court set the allowed amount for the Partnership's and other affiliated partnership's allowed claim at $11 million, in the aggregate. In March 1994, the Partnership received approximately $68,000 in cash. 1,233 shares of Southmark Corporation Redeemable Series A Preferred stock, and 9,020 shares of Southmark Corporation New Common Stock representing the Partnership's share of the recovery, based on its pro rata share of the claims filed. Item 13. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. (b) Reports on Form 8-K filed in the fourth quarter of fiscal year 1995: A Form 8-K dated October 24, 1995 was filed reporting the purchase of the remaining outstanding capital stock of GII Realty, Inc. by MAE-ICC, Inc. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Consolidated Capital Growth Fund By: CONCAP EQUITIES, INC. General Partner By: /s/Carroll D. Vinson Carroll D. Vinson President Date: March 22, 1996 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. /s/Carroll D. Vinson Carroll D. Vinson Date: March 22, 1996 President /s/Robert D. Long, Jr. Robert D. Long, Jr. Date: March 22, 1996 Controller and Principal Accounting Officer EXHIBIT INDEX S-K REFERENCE SEQUENTIAL NUMBER DOCUMENT DESCRIPTION PAGE NUMBER 3 Certificate of Limited Partnership, as amended N/A to date. 10.1 Property Management Agreement No. 201 N/A dated October 23, 1990, by and between the Partnership and CCEC (Incorporated by refer- ence to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.2 Property Management Agreement No. 302 N/A dated October 23, 1990, by and between the Partnership and CCEC (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.3 Property Management Agreement No. 401 N/A dated October 23, 1990, by and between the Partnership and CCEC (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.4 Bill of Sale and Assignment dated October 23, N/A 1990, by and between CCEC and ConCap Services Company (Incorporated by reference to the Quar- terly Report on Form 10-Q for the quarter ended September 30, 1990). 10.5 Assignment and Assumption Agreement dated N/A October 23, 1990, by and between CCEC and ConCap Management Limited Partnership ("CCMLP") (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.6 Assignment and Agreement as to Certain N/A Property Management Services dated October 23, 1990, by and between CCMLP and ConCap Capital Company (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.7 Assignment and Assumption Agreement dated N/A October 23, 1990, by and between CCMLP and Horn-Barlow Companies (200 Series of Property Management Contracts), (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.8 Assignment and Assumption Agreement dated N/A October 23, 1990, by and between CCMLP and Metro ConCap, Inc. (300 Series of Property Management Contracts), (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). S-K REFERENCE SEQUENTIAL NUMBER DOCUMENT DESCRIPTION PAGE NUMBER 10.9 Assignment and Assumption Agreement dated N/A October 23, 1990, by and between CCMLP and R&B Realty Group (400 Series of Property Manage- ment Contracts), (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.10 Assignment and Assumption Agreement dated N/A September 1, 1991, by and between the Partnership and CCGF Associates, Ltd. (Incorporated by refer- ence to the Annual Report on Form 10-K for the year ended December 31, 1991). 10.11 Construction Management Cost Reimbursement N/A Agreement dated January 1, 1991, by and between the Partnership and Horn-Barlow Companies (the "Horn-Barlow Construction Management Agree- ment"). (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 1991). 10.12 Assignment and Assumption Agreement dated N/A September 1, 1991, by and between the Partnership and CCGF Associates, Ltd. (Horn-Barlow Construction Management Agreement). (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 1991). 10.13 Construction Management Cost Reimbursement N/A Agreement dated January 1, 1991, by and between the Partnership and Metro ConCap, Inc. (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 1991). 10.14 Construction Management Cost Reimbursement N/A Agreement dated January 1, 1991, by and between the Partnership and R&B Apartment Management Company, Inc. (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 1991). 10.15 Investor Services Agreement dated October 23, N/A 1990, by and between the Partnership and CCEC (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.16 Assignment and Assumption Agreement (Investor N/A Services Agreement) dated October 23, 1990, by and between CCEC and ConCap Services Company (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 1990). S-K REFERENCE SEQUENTIAL NUMBER DOCUMENT DESCRIPTION PAGE NUMBER 10.17 Letter of Notice dated December 20, 1991, from N/A Partnership Services, Inc. ("PSI") to the Partnership regarding the change in ownership and dissolution of ConCap Services Company whereby PSI assumed the Investor Services Agreement. (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 1991). 10.18 Financial Services Agreement dated October 23, N/A 1990, by and between the Partnership and CCEC (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.19 Assignment and Assumption Agreement N/A (Financial Service Agreement) dated October 23, 1990, by and between CCEC and ConCap Capital Company (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.20 Letter of Notice dated December 20, 1991, from N/A PSI to the Partnership regarding the change in ownership and dissolution of ConCap Capital Company whereby PSI assumed the Financial Services Agreement (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 1991). 10.21 Property Management Agreement No. 414 dated N/A May 13, 1993, by and between the Partnership and Coventry Properties, Inc. (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1993). 10.22 Assignment and Assumption Agreement N/A (Property Management Agreement No. 414) dated May 13, 1993, by and between Coventry Properties, Inc., R&B Apartment Management Company, Inc. and Partnership Services, Inc. (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1993). 10.23 Assignment and Agreement as to Certain N/A Property Management Services dated May 13, 1993, by and between Coventry Properties, Inc. and Partnership Services, Inc. (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1993). 10.24 Property Management Agreement No. 506 dated N/A June 1, 1993, by and between the Partnership and Coventry Properties, Inc. S-K REFERENCE SEQUENTIAL NUMBER DOCUMENT DESCRIPTION PAGE NUMBER 10.25 Assignment and Assumption Agreement as to Certain N/A Property Management Services dated November 17, 1993, by and between Coventry Properties, Inc. and Partnership Services, Inc. 10.27 Assignment and Assumption Agreement as to Certain N/A Property Management Services dated November 17, 1993, by and between Coventry Properties, Inc. and Partnership Services, Inc. 10.28 Multifamily Note dated November 30, 1995 between Consolidated Capital Growth Fund, a California limited partnership, and Lehman Brothers Holdings Inc. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc. 10.29 Multifamily Note dated November 30, 1995 between Consolidated Capital Growth Fund, a California limited partnership, and Lehman Brothers Holdings Inc. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc. 10.30 Multifamily Note dated November 30, 1995 between Consolidated Capital Growth Fund, a California limited partnership, and Lehman Brothers Holdings Inc. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc. 11 Statement regarding computation of Net Income N/A per Limited Partnership Unit (Incorporated by reference to Note 7 of Item 8 - Financial Statements of this Form 10-K). 16 Letter, dated August 12, 1992, from Ernst & Young N/A to the Securities and Exchange Commission regard- ing change in certifying accountant. (Incorporated by reference to Form 8-K dated August 6, 1992). 27 Financial Data Schedule. EX-10.28 2 EXHIBIT 10.28 Loan No. 734105762 MULTIFAMILY NOTE US $6,450,000.00 New York, New York As of November 30, 1995 FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., or order, the principal sum of Six Million Four Hundred Fifty Thousand and 00/100 Dollars, with interest on the unpaid principal balance from the date of this Note, until paid, at the rate of 6.95 percent per annum. Interest only shall be payable at 3 World Financial Center, New York, New York 10285, or such other place as the holder hereof may designate in writing, in consecutive monthly installments of Thirty Seven Thousand Three Hundred Fifty Six Dollars and 25/100 (US $37,356.25) on the first day of each month beginning January, 1996, until the entire indebtedness evidenced hereby is fully paid, except that any remaining indebtedness, if not sooner paid, shall be due and payable on December 1, 2005. If any installment under this Note is not paid when due, the entire principal amount outstanding hereunder and accrued interest thereon shall at once become due and payable, at the option of the holder hereof. The holder hereof may exercise this option to accelerate during any default by the undersigned regardless of any prior forbearance. In the event of any default in the payment of this Note, and if the same is referred to an attorney at law for collection or any action at law or in equity is brought with respect hereto, the undersigned shall pay the holder hereof all expenses and costs, including, but not limited to, attorney's fees. Prepayments shall be applied against the outstanding principal balance of this Note and shall not extend or postpone the due date of any subsequent monthly installments, unless the holder hereof shall agree otherwise in writing. The holder hereof may require that any partial prepayments be made on the date monthly installments are due and be in the amount of that part of one or more monthly installments which would be applicable to principal. From time to time, without affecting the obligation of the undersigned or the successors or assigns of the undersigned to pay the outstanding principal balance of this Note and observe the covenants of the undersigned contained herein, without affecting the guaranty of any person, corporation, partnership or other entity for payment of the outstanding principal balance of this Note, without giving notice to or obtaining the consent of the undersigned, the successors or assigns of the undersigned or guarantors, and without liability on the part of the holder hereof, the holder hereof may, at the option of the holder hereof, extend the time for payment of said outstanding principal balance or any part thereof, reduce the payments thereon, release anyone liable on any of said outstanding principal balance, accept a renewal of this Note, modify the terms and time of payment of said outstanding principal balance, join in any extension or subordination agreement, release any security given herefor, take or release other or additional security, and agree in writing with the undersigned to modify the rate of interest or period of amortization of this Note or change the amount of the monthly installments payable hereunder. Presentment, notice of dishonor, and protest are hereby waived by all makers, sureties, guarantors and endorsers hereof. This Note shall be the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns. The indebtedness evidenced by this Note is secured by a Mortgage or Deed of Trust dated as of November 30, 1995, and reference is made thereto for rights as to acceleration of the indebtedness evidenced by this Note. This Note shall be governed by the law of the jurisdiction in which the Property subject to the Mortgage or Deed of Trust is located. The undersigned shall pay any installment of interest due hereunder within ten (10) calendar days after such installment of interest is due. The undersigned shall pay any other installment due hereunder or due in accordance with the terms of the Mortgage or Deed of Trust securing this Note, within thirty (30) calendar days of the date such installment is due. The monthly installment payable on January 1, 1996 shall include interest on the outstanding principal balance of this Note for a full month at the above- specified interest rate, notwithstanding the fact that as of the due date of that installment principal may not have been outstanding for a full month. CONSOLIDATED CAPITAL GROWTH FUND, a California limited partnership By: ConCap Equities, Inc., a Delaware corporation, its general partner By: /s/ Robert Long Robert Long Vice President and Chief Accounting Officer PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE CORPORATION WITHOUT RECOURSE. This 30th day of November, 1995. LEHMAN BROTHERS HOLDINGS INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc. By: /s/ Eileen A. Brennan Name: Title: EX-10.29 3 EXHIBIT 10.29 Loan No. 734105754 MULTIFAMILY NOTE US $6,000,000.00 New York, New York As of November 30, 1995 FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., or order, the principal sum of Six Million and 00/100 Dollars, with interest on the unpaid principal balance from the date of this Note, until paid, at the rate of 6.95 percent per annum. Interest only shall be payable at 3 World Financial Center, New York, New York 10285, or such other place as the holder hereof may designate in writing, in consecutive monthly installments of Thirty-Four Thousand Seven Hunded Fifty Dollars and 00/100 (US $34,750.00) on the first day of each month beginning January, 1996, until the entire indebtedness evidenced hereby is fully paid, except that any remaining indebtedness, if not sooner paid, shall be due and payable on December 1, 2005. If any installment under this Note is not paid when due, the entire principal amount outstanding hereunder and accrued interest thereon shall at once become due and payable, at the option of the holder hereof. The holder hereof may exercise this option to accelerate during any default by the undersigned regardless of any prior forbearance. In the event of any default in the payment of this Note, and if the same is referred to an attorney at law for collection or any action at law or in equity is brought with respect hereto, the undersigned shall pay the holder hereof all expenses and costs, including, but not limited to, attorney's fees. Prepayments shall be applied against the outstanding principal balance of this Note and shall not extend or postpone the due date of any subsequent monthly installments, unless the holder hereof shall agree otherwise in writing. The holder hereof may require that any partial prepayments be made on the date monthly installments are due and be in the amount of that part of one or more monthly installments which would be applicable to principal. From time to time, without affecting the obligation of the undersigned or the successors or assigns of the undersigned to pay the outstanding principal balance of this Note and observe the covenants of the undersigned contained herein, without affecting the guaranty of any person, corporation, partnership or other entity for payment of the outstanding principal balance of this Note, without giving notice to or obtaining the consent of the undersigned, the successors or assigns of the undersigned or guarantors, and without liability on the part of the holder hereof, the holder hereof may, at the option of the holder hereof, extend the time for payment of said outstanding principal balance or any part thereof, reduce the payments thereon, release anyone liable on any of said outstanding principal balance, accept a renewal of this Note, modify the terms and time of payment of said outstanding principal balance, join in any extension or subordination agreement, release any security given herefor, take or release other or additional security, and agree in writing with the undersigned to modify the rate of interest or period of amortization of this Note or change the amount of the monthly installments payable hereunder. Presentment, notice of dishonor, and protest are hereby waived by all makers, sureties, guarantors and endorsers hereof. This Note shall be the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns. The indebtedness evidenced by this Note is secured by a Mortgage or Deed of Trust dated as of November 30, 1995, and reference is made thereto for rights as to acceleration of the indebtedness evidenced by this Note. This Note shall be governed by the law of the jurisdiction in which the Property subject to the Mortgage or Deed of Trust is located. The undersigned shall pay any installment of interest due hereunder within ten (10) calendar days after such installment of interest is due. The undersigned shall pay any other installment due hereunder or due in accordance with the terms of the Mortgage or Deed of Trust securing this Note, within thirty (30) calendar days of the date such installment is due. The monthly installment payable on January 1, 1996 shall include interest on the outstanding principal balance of this Note for a full month at the above- specified interest rate, notwithstanding the fact that as of the due date of that installment principal may not have been outstanding for a full month. CONSOLIDATED CAPITAL GROWTH FUND, a California limited partnership By: ConCap Equities, Inc., a Delaware corporation, its general partner By: /s/ Robert Long Robert Long Vice President and Chief Accounting Officer PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE CORPORATION WITHOUT RECOURSE. This 30th day of November, 1995. LEHMAN BROTHERS HOLDINGS INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc. By: /s/ Eileen A. Brennan Name: Title: EX-10.30 4 EXHIBIT 10.30 Loan No. 734079389 MULTIFAMILY NOTE US $12,240,000.00 New York, New York As of November 30, 1995 FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., or order, the principal sum of Twelve Million Two Hundred Forty Thousand and 00/100 Dollars, with interest on the unpaid principal balance from the date of this Note, until paid, at the rate of 6.95 percent per annum. Interest only shall be payable at 3 World Financial Center, New York, New York 10285, or such other place as the holder hereof may designate in writing, in consecutive monthly installments of Seventy Thousand Eight Hundred Ninety Dollars and 00/100 (US $70,890.00) on the first day of each month beginning January, 1996, until the entire indebtedness evidenced hereby is fully paid, except that any remaining indebtedness, if not sooner paid, shall be due and payable on December 1, 2005. If any installment under this Note is not paid when due, the entire principal amount outstanding hereunder and accrued interest thereon shall at once become due and payable, at the option of the holder hereof. The holder hereof may exercise this option to accelerate during any default by the undersigned regardless of any prior forbearance. In the event of any default in the payment of this Note, and if the same is referred to an attorney at law for collection or any action at law or in equity is brought with respect hereto, the undersigned shall pay the holder hereof all expenses and costs, including, but not limited to, attorney's fees. Prepayments shall be applied against the outstanding principal balance of this Note and shall not extend or postpone the due date of any subsequent monthly installments, unless the holder hereof shall agree otherwise in writing. The holder hereof may require that any partial prepayments be made on the date monthly installments are due and be in the amount of that part of one or more monthly installments which would be applicable to principal. From time to time, without affecting the obligation of the undersigned or the successors or assigns of the undersigned to pay the outstanding principal balance of this Note and observe the covenants of the undersigned contained herein, without affecting the guaranty of any person, corporation, partnership or other entity for payment of the outstanding principal balance of this Note, without giving notice to or obtaining the consent of the undersigned, the successors or assigns of the undersigned or guarantors, and without liability on the part of the holder hereof, the holder hereof may, at the option of the holder hereof, extend the time for payment of said outstanding principal balance or any part thereof, reduce the payments thereon, release anyone liable on any of said outstanding principal balance, accept a renewal of this Note, modify the terms and time of payment of said outstanding principal balance, join in any extension or subordination agreement, release any security given herefor, take or release other or additional security, and agree in writing with the undersigned to modify the rate of interest or period of amortization of this Note or change the amount of the monthly installments payable hereunder. Presentment, notice of dishonor, and protest are hereby waived by all makers, sureties, guarantors and endorsers hereof. This Note shall be the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns. The indebtedness evidenced by this Note is secured by a Mortgage or Deed of Trust dated as of November 30, 1995, and reference is made thereto for rights as to acceleration of the indebtedness evidenced by this Note. This Note shall be governed by the law of the jurisdiction in which the Property subject to the Mortgage or Deed of Trust is located. The undersigned shall pay any installment of interest due hereunder within ten (10) calendar days after such installment of interest is due. The undersigned shall pay any other installment due hereunder or due in accordance with the terms of the Mortgage or Deed of Trust securing this Note, within thirty (30) calendar days of the date such installment is due. The monthly installment payable on January 1, 1996 shall include interest on the outstanding principal balance of this Note for a full month at the above- specified interest rate, notwithstanding the fact that as of the due date of that installment principal may not have been outstanding for a full month. Witness the hand(s) and seal(s) of the undersigned. CONSOLIDATED CAPITAL GROWTH FUND, a California limited partnership ATTEST: By: ConCap Equities, Inc., a Delaware corporation, its general partner Secretary By: /s/ Robert Long (Corporate Seal) Robert Long Vice President and Chief Accounting Officer PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE CORPORATION WITHOUT RECOURSE. This 30th day of November, 1995. LEHMAN BROTHERS HOLDINGS INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc. By:/s/ Eileen A. Brennan Name: Title: EX-27 5
5 This schedule contains summary financial information extracted from Consolidated Captial Growth Fund 1995 Year-End 10-KSB and is qualified in its entirety by reference to such 10-KSB filing. 0000201529 CONSOLIDATED CAPITAL GROWTH FUND 1,000 12-MOS DEC-31-1995 DEC-31-1995 4,717 9 0 0 0 0 39,803 18,789 27,733 0 25,948 0 0 0 790 27,733 0 11,262 0 0 9,830 0 0 0 0 5,058 0 21 0 5,079 102.21 0 The Registrant has an unclassified balance sheet.
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