-----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, U1bg1ggzZo6mYf6Ee+G+YQymR75Pi5IlfAGDMjnuxscHD98KNB9Q06FXcIDJnQel x9641WllSCQ00EE4O7vuow== 0001047469-98-037105.txt : 19981014 0001047469-98-037105.hdr.sgml : 19981014 ACCESSION NUMBER: 0001047469-98-037105 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19981013 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAM REALTY INVESTORS 81 L P CENTRAL INDEX KEY: 0000350023 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133069026 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-10223 FILM NUMBER: 98724716 BUSINESS ADDRESS: STREET 1: 1764 SAN DIEGO AVE CITY: SAN DIEGO STATE: CA ZIP: 92110 BUSINESS PHONE: 2125263237 MAIL ADDRESS: STREET 1: 3 WORLD FINANCIAL CENTER STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 FORMER COMPANY: FORMER CONFORMED NAME: HUTTON CONAM REALTY INVESTORS 81 DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HUTTON CONAM PROPERTIES 81 DATE OF NAME CHANGE: 19810616 10-K/A 1 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 1997 ----------------- COMMISSION FILE NUMBER: 0-10223 ------- CONAM REALTY INVESTORS 81 L.P. ------------------------------ FORMERLY KNOWN AS HUTTON/CONAM REALTY INVESTORS 81 -------------------------------- EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER California 13-3069026 ---------- ---------- STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYER IDENTIFICATION NO. INCORPORATION OR ORGANIZATION Attention: Robert J. Svatos 1764 San Diego Avenue , San Diego California 92110-1906 - -------------------------------------------- ---------- ADDRESS OF PRINCIPAL EXECUTIVE OFFICES ZIP CODE (619) 297-6771 -------------- Registrant's telephone number, including area code The undersigned registrant hereby amends the following section of its Report for December 31, 1997 on Form 10-K as set forth in the pages attached hereto: PART I ITEM 1. BUSINESS (a) General Description of Business and Objectives PART I ITEM 1. BUSINESS (a) GENERAL DESCRIPTION OF BUSINESS AND OBJECTIVES ConAm Realty Investors 81 L.P., formerly known as Hutton/ConAm Realty Investors 81, (the "Partnership") is a California limited partnership formed on April 30, 1981. ConAm Property Services, Ltd. ("CPS"), a California limited partnership, and RI 81 Real Estate Services, Inc. ("RI 81"), a Delaware corporation, were the original co-general partners of the Partnership. On October 8, 1997, CPS acquired RI 81's co-general partner interest in the Partnership, effective July 1, 1997, pursuant to a Purchase Agreement between CPS and RI 81 dated August 29, 1997. As a result, CPS now serves as the sole general partner (the "General Partner") of the Partnership. In conjunction with this transaction, the name of the Partnership was changed from Hutton/ConAm Realty Investors 81 to ConAm Realty Investors 81 L.P. The Partnership was organized to engage in the business of acquiring, operating and holding for investment multi-family residential properties. The Partnership originally invested in two joint ventures and three limited partnerships, each of which was formed to own a specified property. As described below, three properties have been sold. Funds held as a working capital reserve are invested in unaffiliated money market funds or other highly liquid short-term investments where there is appropriate safety of principal in accordance with the Partnership's investment objectives and policies. The Partnership's principal investment objectives with respect to its interests in real property are: (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 is the Partnership's objective during its operational phase, while preservation and appreciation of capital are the Partnership's long-term objectives. The attainment of the Partnership's investment objectives will depend on many factors, including future economic conditions in the United States as a whole and, in particular, in the localities in which the Partnership's properties are located, especially with regard to achievement of capital appreciation. From time to time the Partnership expects to sell its real property interests taking into consideration such factors as the amount of appreciation in value, if any, to be realized and the possible risks of continued ownership. Proceeds from any future sale, financing or refinancing of properties will not be reinvested and may be distributed to the Limited Partners and General Partner (sometimes referred to together herein as the "Partners"), so that the Partnership will, in effect, be self-liquidating. If deemed necessary, the Partnership may retain a portion of the proceeds from any sale, financing or refinancing as capital reserves. As partial payment for properties sold, the Partnership may receive purchase money obligations secured by mortgages or deeds of trust. In such cases, the amount of such obligations will not be included in Net Proceeds From Sale or Refinancing (distributable to the Partners) until and only to the extent the obligations are realized in cash, sold or otherwise liquidated. Originally, the Partnership utilized the net proceeds of its public offering to acquire five residential apartment complexes (collectively, the "Properties") either directly or through investments in joint ventures, as follows: (1) Las Colinas Apartments I and II, a 300-unit apartment complex located in Scottsdale, Arizona; (2) Tierra Catalina, a 120-unit apartment complex located in Tucson, Arizona; (3) Ridge Park, a 100-unit apartment complex located in Tulsa, Oaklahoma; (4) Cedar Bay Village, a 42-unit apartment complex located in Altamonte Springs, Florida; and (5) Kingston Village, a 120-unit apartment complex located in Alamonte Springs, Florida. On July 20, 1995, Cedar Bay Village and Kingston Village were sold to an unaffiliated institutional buyer for $1,410,622, and $5,370,000, respectively. On November 27, 1996, Ridge Park Apartments was sold to an unaffilaited institution for $3,385,000. The Partnership's mortgage loan secured by Las Colinas I and II and Tierra Catalina were refinanced in August 1992 and matures in September 1999. For information concerning the Partnership's current mortgage indebtedness, see Note 5, "Mortgages Payable," of the Notes to the Consolidated Financial Statements, included in the Partnership's Annual Report to Unitholders for the fiscal year ended December 31, 1997, which is filed as an exhibit under Item 14. The Partnership considers itself to be engaged in only one industry segment, real estate investment. COMPETITION The Partnership's real property investments are subject to competition from similar types of properties in the vicinities in which they are located and such competition has increased since the Partnership's investment in the Properties due principally to the addition of newly constructed apartment complexes offering increased residential and recreational amenities. The Properties have also been subject to competition from condominiums and single-family properties especially during periods of low mortgage interest rates. The Partnership competes 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 may affect the occupancy levels and revenues of the Properties. The occupancy levels at the properties reflect some seasonality, which is typical in these markets. In some cases, the Partnership may compete with properties owned by other partnerships affiliated with the General Partner. For a discussion of current market conditions in the areas where the Partnership's Properties are located, reference is made to the Partnership's Annual Report to Unitholders for the fiscal year ended December 31, 1997, which is filed as an exhibit under Item 14. EMPLOYEES The Partnership has no employees. Services are provided by CPS, ConAm Management Corporation ("ConAm Management"), an affiliate of CPS, as well as Service Data Corporation and First Data Investor Services Group, both unaffiliated companies. The Partnership has entered into management agreements pursuant to which ConAm Management provides management services with respect to the Properties. First Data Investor Services Group had been retained by the Partnership to provide all accounting and investor communication functions, while Service Data Corporation provides transfer agent services. Effective January 1, 1998, the accounting functions of the Partnership have been transferred to the firm of Brock, Tibbitts, & Snell, an unaffiliated company located in San Diego, California. See Item 13, "Certain Relationships and Related Transactions", for a further description of the service and management agreements between the Partnership and affiliated entities. SIGNATURES Pursuant to the requirements of Section 12, 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: October 13, 1998 CONAM REALTY INVESTORS 81 L.P. BY: ConAm Property Services, Ltd. General Partner of ConAm Realty Investors 81 L.P. BY: Continental American Development, Inc. General Partner BY: /s/ Daniel J. Epstein ---------------------------------------------- Name: Daniel J. Epstein Title: President, Director and Principal Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----