-----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, BQ08EcHIBmMlMVcNpsJTfbXbzj7TFnNHboDv+kv4+8UlygN3glDoj0Nk8tH9gHZm 6ZKos6WaMQ9HMMZhDsbaHg== 0001047469-98-037104.txt : 19981014 0001047469-98-037104.hdr.sgml : 19981014 ACCESSION NUMBER: 0001047469-98-037104 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 4 L P CENTRAL INDEX KEY: 0000722745 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 112685746 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-13329 FILM NUMBER: 98724715 BUSINESS ADDRESS: STREET 1: 176F4 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 4 DATE OF NAME CHANGE: 19920703 10-K/A 1 FORM 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: 0-13329 ------- CONAM REALTY INVESTORS 4 L.P. ----------------------------- FORMERLY KNOWN AS HUTTON/CONAM REALTY INVESTORS 4 ------------------------------- EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER California 11-2685746 ---------- ---------- STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYER IDENTIFICATION NO. INCORPORATION OR ORGANIZATION Attentin: 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 4 L.P., formerly known as Hutton/ConAm Realty Investors 4, (the "Partnership") is a California limited partnership formed on January 13, 1984. ConAm Property Services IV, Ltd. ("CPS IV"), a California limited partnership, and RI 3-4 Real Estate Services, Inc. ("RI 3-4"), a Delaware corporation, were the original co-general partners of the Partnership. On October 8, 1997, CPS IV acquired RI 3-4's co-general partner interest in the Partnership, effective July 1, 1997, pursuant to a Purchase Agreement between CPS IV and RI 3-4 dated August 29, 1997. As a result, CPS IV now serves as the sole general partner (the "General Partner") of the Partnership. In conjunction with this transaction, the name of the Partnership was changed from Hutton/ConAm Realty Investors 4 to ConAm Realty Investors 4 L.P. The Partnership was organized to engage in the business of acquiring, operating and holding for investment multifamily residential properties. The Partnership originally invested in three residential apartment properties and three limited partnerships, each of which was formed to own a specified property. As described below four properties have been sold. Funds held as a working capital reserve are invested in bank certificates of deposit, 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 General Partner and Limited Partners (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 six residential apartment complexes (collectively, the "Properties") either directly or through investments in limited partnership's and joint ventures, as follows: (1) Village at the Foothills II, a 120-unit apartment complex located in Tucson, Arizona; (2) Shadowood Village, a 110-unit apartment complex located in Jacksonville, Florida; (3) Pelican Landing, a 204-unit apartment complex located in CLearwater, Florida; (4) River Hill, a 192-unit apartment complex located in Tulsa, Oaklahoma; (5) Cypress Lakes, a 176-unit apartment complex located in Deerfield Beach, Florida; and (6) Trails at Meadowlakes,a 189-unit apartment complex located in Fort Lauderdale, Florida. On July 19, 1995, the Partnership sold Cypress Lakes and Trails at Meadowlakes to an unaffiliated buyer for sales prices of $8,825,000 and $8,940,000, respectively. On August 6, 1997, the Partnership sold River Hill to an unaffiliated buyer for $7,275,000. On December 30, 1997, the Partnership sold Pelican Landing to an unaffiliated buyer for $13,400,000. For further information on each of the Properties, see Note 4 to the Consolidated Financial Statements incorporated herein by reference to the Partnership's Annual Report to Unitholders for the year ended December 31, 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 in Arizona and Florida reflect some seasonality, which is also reflected in the markets. In some cases, Partnership properties may compete with properties owned by partnerships affiliated with the General Partner of the Partnership. 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 IV, ConAm Management Corporation ("ConAm Management"), an affiliate of CPS IV, 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 4 L.P. BY: ConAm Property Services IV, Ltd. General Partner of ConAm Realty Investors 4 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-----