Item 1. Business
(a) General Development of Business
Hutton/ConAm Realty Investors 5 (the "Registrant") was organized as a limited partnership under the laws of the State of California pursuant to a Certificate and Agreement of Limited Partnership dated June 28, 1984 and filed June 29, 1984, as last amended and restated on August 20, 1985. RI 5 Real Estate Services, Inc., a Delaware corporation ("RI 5 Services," formerly Hutton Real Estate Services IX, Inc.), and ConAm Property Services IV, Ltd., a California limited partnership ("ConAm Services"), are the general partners (together, the "General Partners") of the Registrant.
Commencing March 27, 1985, the Registrant began offering through E.F. Hutton & Company Inc., an affiliate of the Registrant, up to a maximum of 120,000 units of limited partnership interest (the "Units") at $500 per Unit. Investors who purchased the Units (the "Limited Partners") are not required to make any additional capital contributions. The Units were registered under the Securities Act of 1933, as amended, under Registration Statement No. 2-95481, which Registration Statement was declared effective on March 27, 1985. The offering of Units terminated on January 23, 1986. Upon termination of the offering, the Registrant had accepted subscriptions for 57,490 Units for an aggregate of $28,745,000.
(b) Narrative Description of Business
The Registrant is engaged in the business of acquiring, operating and holding for investment multifamily residential properties which by virtue of their location and design and the nature of the local real estate market have the potential for long-term capital appreciation and generation of current income. All of the proceeds available for investment in real estate were invested in one residential apartment property and two joint ventures, each of which owns a specified property. 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 Registrant's investment objectives and policies.
The Registrant's principal investment objectives with respect to its interests in real property are:
(1) capital appreciation;
(2) distributions of net cash from operations attributable to rental income; and
(3) preservation and protection of capital.
Distributions of net cash from operations will be the Registrant's objective during its operational phase, while preservation and appreciation of capital continues to be the Registrant's longer-term objectives. The attainment of the Registrant'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 Registrant's properties are located, especially with regard to achievement of capital appreciation.
From time to time the Registrant expects to sell its real property investments taking into consideration such factors as the amount of appreciation in value, if any, to be realized and the possible risks of continued ownership. In consideration of these factors and improving market conditions, the General Partners intend to sell the remaining two properties over the next few years. No property will be sold, financed or refinanced by the Registrant without the agreement of both General Partners. Proceeds from the sale, financing or refinancing of properties will not be reinvested and may be distributed to the Limited Partners and General Partners (sometimes referred to together herein as the "Partners"), so that the Registrant will, in effect, be self-liquidating. If deemed necessary, the Registrant may retain a portion of the proceeds from any sale, financing or refinancing as capital reserves. As partial payment for properties sold, the Registrant 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 Registrant acquired three residential apartment complexes (collectively, the "Properties") either directly or through investments in joint ventures. As of November 30, 1996, the Registrant had interests in the Properties as follows: (1) Lakeview Village at Ponte Vedra Lakes, a 240-unit apartment complex, located in Ponte Vedra Beach, Florida; (2) The Hamptons at Quail Hollow, a 232-unit apartment complex, located in Charlotte, North Carolina and (3) Canterbury Park Apartments, a 96-unit apartment complex, located in Raleigh, North Carolina. Subsequent to November 30, 1996, the Partnership completed the sale of Canterbury Park to an unaffiliated buyer. The selling price of $6,387,300 was determined by arms length negotiations between the Partnership and the buyer. Reference is made to Item 7 of this report for a more detailed discussion of the Canterbury Park sale. For further information on each of the Properties, see Item 2
Item 2. Properties
For a description of the Registrant's Properties, a discussion of current market conditions in each of the areas where the Properties are located and appraised values, reference is made to the Partnership's Annual Report to Unitholders for the fiscal year ended November 30, 1996, which is filed as an exhibit under Item 14. For information on the purchase of the Properties, reference is made to Note 4 to the Consolidated Financial Statements in the Partnership's Annual Report to Unitholders. Average occupancy rates at each property are incorporated by reference to Item 7.
Item 3.
Item 3. Legal Proceedings
The Registrant is not subject to any material pending legal proceedings.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of the fiscal year ended November 30, 1996, no matter was submitted to a vote of Unitholders through the solicitation of proxies or otherwise.
PART II
Item 5.
Item 5. Market for the Partnership's Limited Partnership Interests and Related Security Holder Matters
As of November 30, 1996, the number of Unitholders of record was 2,651.
No established public trading market exists for the Units, and it is not anticipated that such a market will develop in the future.
Distributions of Net Cash From Operations are determined by the General Partners on a quarterly basis, with distributions generally occurring approximately 45 days after the end of each fiscal quarter. Distributions to the Limited Partners are made from net operating income with respect to the Registrant's investment in the Properties and from interest on short- term investments. Information on cash distributions paid by the Partnership for the past two fiscal years is incorporated by reference to the Partnership's Annual Report to Unitholders for the fiscal year ended November 30, 1996, which is filed as an exhibit under Item 14. Reference is made to Item 7 for a discussion of the General Partners' expectations for future cash distributions.
Item 6.
Item 6. Selected Financial Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for the year ended November 30, 1996, which is filed as an exhibit under Item 14.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
At November 30, 1996, the Partnership had cash and cash equivalents of $2,121,544 that were invested in unaffiliated money market funds, compared with $2,253,221 at November 30, 1995. The Partnership also maintains a restricted cash balance, which totaled $225,415 at November 30, 1996, compared with $219,436 at November 30, 1995, representing escrows for real estate taxes and insurance required under the terms of the Lakeview Village mortgage. Other assets decreased from $194,815 at November 30, 1995 to $167,504 at November 30, 1996 due to the continued amortization of mortgage fees. The Partnership expects sufficient cash to be generated from operations to meet its current operating expenses.
On December 10, 1996, subsequent to the Partnership's fiscal year end, the Partnership closed on the sale of Canterbury Park. Canterbury Park sold for an adjusted sales price of $6,387,300 to Burcam Capital I, L.L.C., a North Carolina limited liability company (the "Buyer"). The selling price was determined by arm's length negotiations between the Partnership and the Buyer. The transaction resulted in a gain on sale for Canterbury Park of approximately $2,600,000, which will be reflected in the Partnership's consolidated statement of operations for the first quarter ending February 28, 1997 of the next fiscal year. On January 24, 1997, the Partnership paid a special cash distribution from the sales proceeds of $6,151,430 or $107 per Unit. As a result of the pending sale, Canterbury Park was reclassified on the consolidated balance sheet as of November 30, 1996 as Property held for disposition at its net book value.
The General Partners continue to perform various improvements at the Properties including asphalt repairs at The Hamptons at Quail Hollow and other repairs to prepare vacant apartments for reoccupancy. Thus far, the majority of the asphalt work at the Hamptons at Quail Hollow is complete. Existing problems with the roofs at Lakeview Village were aggravated by severe tropical rain storms late in 1996. After evaluating the damages, the General Partners received several competitive bids to repair the roofs, and subsequently selected a contractor. The roof repairs are currently underway and are scheduled to be completed this year. The anticipated cost of repairing the roofs is approximately $340,000. The General Partners will evaluate the need for additional improvement work at the Properties on an ongoing basis.
The General Partners declared a regular cash distribution of $7.50 per Unit for the quarter ended November 30, 1996 which was paid to investors on January 15, 1997. The level of future distributions will be evaluated on a quarterly basis and will depend on the Partnership's operating results and future cash needs. It is expected that cash distributions will be reduced in the future to reflect the decline in rental income resulting from the sale of Canterbury Park.
Given the improvement in the performance of the Partnership's Properties, and the improvement in the real estate capital markets which has increased demand by potential buyers, the General Partners have determined that it is in the best interest of the Partnership to attempt to sell the remaining two Properties in an orderly manner over the next few years. Assuming these efforts are successful, the General Partners would expect to distribute the sales proceeds and subsequently dissolve the Partnership in 1998 or 1999. However, meeting this objective will be dependent upon a variety of factors, many of which are not within the Partnership's control. Consequently, there can be no assurance that any specific property or all the Properties can be sold, that particular prices will be achieved, or that all the Properties can be sold within this time frame.
On March 15, 1996, based upon, among other things, the advice of legal counsel, Skadden, Arps, Slate, Meagher & Flom, the General Partners adopted a resolution that states among other things, if a Change of Control (as defined below) occurs, the General Partners may distribute the Partnership's cash balances not required for its ordinary course day-to-day operations. "Change in Control" means any purchase or offer to purchase more than 10% of the Units that is not approved in advance by the General Partners. In determining the amount of the distribution, the General Partners may take into account all material factors. In addition, the Partnership will not be obligated to make any distribution to any partner and no partner will receive any distribution until the General Partners have declared the distribution and established a record date and distribution date for the distribution.
Results of Operations
1996 versus 1995 Partnership operations for the fiscal year ended November 30, 1996 generated net income of $1,017,032, compared with net income of $759,410 in fiscal 1995. Net cash provided by operating activities was $2,022,547 for the fiscal year ended November 30, 1996 compared to $1,902,751 in fiscal 1995. The increase in net income and cash flow is primarily attributable to higher rental income.
Rental income totaled $4,695,358 for the fiscal year ended November 30, 1996 compared with $4,471,922 in fiscal 1995. The increase reflects higher rental income at all three Properties, and is primarily attributable to increases in rental rates at each property during the past year.
Property operating expenses totaled $2,120,789 for the fiscal year ended November 30, 1996 compared with $2,061,086 in fiscal 1995. The increase is primarily due to higher repairs and maintenance expenses at Canterbury Park and Lakeview Village and an increase in utilities expense at Canterbury Park. These expenses included interior cleaning and painting at both properties, and parking lot and roof repairs at Lakeview Village. Depreciation and amortization declined from $1,142,011 for the fiscal year ended November 30, 1995 to $1,027,524 in fiscal 1996. The decrease is primarily due to fully depreciated furniture, fixtures and equipment.
General and administrative expenses increased from $120,354 at November 30, 1995 to $140,163 at November 30, 1996. The increase is primarily attributable to higher legal fees, audit fees and Partnership administrative expenses in the 1996 period.
1995 versus 1994 Partnership operations for the fiscal year ended November 30, 1995 generated net income of $759,410, compared with net income of $622,853 in fiscal 1994. Net cash provided by operating activities was $1,902,751 for the fiscal year ended November 30, 1995 compared to $1,798,897 in fiscal 1994. The increase in net income and cash flow is primarily attributable to higher rental income.
Rental income totaled $4,471,922 for the fiscal year ended November 30, 1995 compared with $4,268,124 in fiscal 1994. The increase reflects higher rental income at all three properties, and is primarily attributable to increases in rental rates at each property during the past year. Interest income totaled $111,447 for the fiscal year ended November 30, 1995 compared to $68,380 in fiscal 1994. The increase is the result of the Partnership earning higher interest rates on its invested cash in 1995 compared to 1994.
Property operating expenses totaled $2,061,086 for the fiscal year ended November 30, 1995 compared with $1,919,655 in fiscal 1994. The increase is primarily due to higher repairs and maintenance expenses at The Hamptons and Lakeview Village. These expenses included exterior painting and roof repairs at The Hamptons and carpet replacement and floor tiling at Lakeview Village.
The average occupancy levels at each of the properties for the years ended November 30, 1996, 1995 and 1994 were as follows:
Twelve Months Ended November 30, Property 1996 1995 1994 The Hamptons at Quail Hollow 96% 96% 97% Lakeview Village 96% 95% 93% Canterbury Park 96% 97% 97%
Item 8.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for the fiscal year ended November 30, 1996, which is filed as an exhibit under Item 14. Supplementary Data is incorporated by reference to pages and of this report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The Registrant has no officers or directors. RI 5 Services and ConAm Services, the co-General Partners of the Registrant, jointly manage and control the affairs of the Registrant and have general responsibility and authority in all matters affecting its business.
RI 5 Services
RI 5 Services (formerly Hutton Real Estate Services IX, Inc.) is a Delaware corporation formed on December 23, 1982, and is an affiliate of Lehman Brothers, Inc. ("Lehman"). See the section captioned "Certain Matters Involving Affiliates of RI 5 Services" below for a description of the Hutton Group's acquisition by Shearson Lehman Brothers, Inc. ("Shearson") and the subsequent sale of certain of Shearson's domestic retail brokerage and asset management businesses to Smith Barney, Harris Upham & Co. Incorporated ("Smith Barney"), which resulted in a change in the General Partner's name.
Certain officers and directors of RI 5 Services are now serving (or in the past have served) as officers or directors of entities which act as general partners of a number of real estate limited partnerships which have sought protection under the provisions of the Federal Bankruptcy Code. The partnerships which have filed bankruptcy petitions own real estate which has been adversely affected by the economic conditions in the markets in which the real estate is located and, consequently, the partnerships sought the protection of the bankruptcy laws to protect the partnerships' assets from loss through foreclosure. The names and positions held by the directors and executive officers of RI5 Services are set forth below. There are no family relationships between any officers or directors.
Name Office
Paul L. Abbott Director, President, Chief Financial Officer and Chief Executive Officer Donald E. Petrow Vice President David Sclafani Vice President
Paul L. Abbott, 51, is a Managing Director of Lehman. Mr. Abbott joined Lehman in August 1988, and is responsible for investment management of residential, commercial and retail real estate. Prior to joining Lehman, Mr. Abbott was a real estate consultant and a senior officer of a privately held company specializing in the syndication of private real estate limited partnerships. From 1974 through 1983, Mr. Abbott was an officer of two life insurance companies and a director of an insurance agency subsidiary. Mr. Abbott received his formal education in the undergraduate and graduate schools of Washington University in St. Louis.
Donald E. Petrow, 40, is a First Vice President of Lehman Brothers Inc. Since March 1989, he has been responsible for the investment management and restructuring of various investment portfolios, including but not limited to, federal insured mortgages, tax exempt bonds, multifamily and commercial real estate. From November 1981 to February 1989, Mr. Petrow, as Vice President of Lehman, was involved in investment banking activities relating to partnership finance and acquisitions. Prior to joining Lehman, Mr. Petrow was employed in accounting and equipment leasing firms. Mr. Petrow holds a B.S. Degree in accounting from Saint Peters College and an M.B.A in Finance from Pace University.
David Sclafani, 24, is an Associate of Lehman Brothers Inc. Mr. Sclafani joined Lehman Brothers in March 1996 and is responsible for the investment management and restructuring of various limited partnerships holding multi- family real estate. Prior to joining Lehman Brothers, Mr. Sclafani worked in the real estate finance department of a major foreign bank managing performing and non-performing loans. Mr. Sclafani holds a B.S. Degree in Finance from Siena College in Loudonville, N.Y.
ConAm Services
ConAm Services is a California limited partnership organized on August 30, 1982. The sole general partner of ConAm Services is Continental American Development, Inc. ("ConAm Development"). The names and positions held by the directors and executive officers of ConAm Development are set forth below. There are no family relationships between any officers or directors.
Name Office
Daniel J. Epstein President and Director E. Scott Dupree Vice President/Director Robert J. Svatos Vice President/Director Ralph W. Tilley Vice President J. Bradley Forrester Vice President
Daniel J. Epstein, 57, has been the President and a Director of ConAm Development and ConAm Management (or its predecessor firm) and a general partner of Continental American Properties, Ltd. ("ConAm"), an affiliate of ConAm Services, since their inception. Prior to that time Mr. Epstein was Vice President and a Director of American Housing Guild, which he joined in 1969. At American Housing Guild, he was responsible for the formation of the Multi-Family Division and directed its development and property management activities. Mr. Epstein holds a Bachelor of Science degree in Engineering from the University of Southern California.
E. Scott Dupree, 46, is a Senior Vice President and general counsel of ConAm Management responsible for negotiation, documentation, review and closing of acquisition, sale and financing proposals. Mr. Dupree also acts as principal legal advisor on general legal matters ranging from issues and contracts involving the management company to supervision of litigation and employment issues. Prior to joining ConAm Management in 1985, he was corporate counsel to Trusthouse Forte, Inc., a major international hotel and restaurant corporation. Mr. Dupree holds a B.A. from United States International University and a Juris Doctorate degree from the University of San Diego.
Robert J. Svatos, 38, is a Senior Vice President and is the Chief Financial Officer of ConAm Management. His responsibilities include the accounting, treasury and data processing functions of the organization. Prior to joining ConAm Management in 1988, he was the Chief Financial Officer for AmeriStar Financial Corporation, a nationwide mortgage banking firm. Mr. Svatos holds an M.B.A. in Finance from the University of San Diego and a Bachelor's of Science degree in Accounting from the University of Illinois. He is a Certified Public Accountant.
Ralph W. Tilley, 42, is a Senior Vice President and Treasurer of ConAm Management. He is responsible for the financial aspects of syndications and acquisitions, the company's asset management portfolio and risk management activities. Prior to joining ConAm Management in 1980, he was a senior accountant with KPMG Peat Marwick, specializing in real estate. He holds a Bachelor's of Science degree in Accounting from San Diego State University and is a Certified Public Accountant.
J. Bradley Forrester, 39, currently serves as an Executive Vice President of ConAm Management Corporation. He is responsible for property acquisition and disposition on a nationwide basis. Additionally, he is involved with the company's real estate development activities. Prior to joining ConAm, Mr. Forrester served as Senior Vice President - Commercial Real Estate for First Nationwide Bank in San Francisco, where he was responsible for a $2 billion problem asset portfolio including bank-owned real estate and non-performing commercial real estate loans. His past experience includes significant involvement in real estate development and finance, property acquisitions and dispositions and owner's representation matters. Prior to entering the real estate profession, he worked for KPMG Peat Marwick in Dallas, Texas. Mr. Forrester holds a Bachelor of Science degree in Accounting from Louisiana State University. He received his CPA certification in the State of Texas.
Certain Matters Involving Affiliates of RI 5 Services
On July 31, 1993, Shearson sold certain of its domestic retail brokerage and asset management businesses to Smith Barney. Subsequent to the sale, Shearson changed its name to "Lehman Brothers Inc." The transaction did not affect the ownership of the Partnership's General Partners. However, the assets acquired by Smith Barney included the name "Hutton." Consequently, the Hutton Real Estate Services general partner changed its name to "RI 5 Real Estate Services, Inc." and the Hutton Group changed its name to "LB I Group Inc." to delete any reference to "Hutton."
Item 11.
Item 11. Executive Compensation
Neither of the General Partners nor any of their directors or executive officers received any compensation from the Registrant. See Item 13 below with respect to a description of certain costs of the General Partners and their affiliates reimbursed by the Registrant.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of November 30, 1996, no person was known by the Registrant to be the beneficial owner of more than five percent of the Units of the Registrant. Neither of the General Partners nor any of their directors or executive officers owns any Units.
Item 13.
Item 13. Certain Relationships and Related Transactions
RI 5 Services and ConAm Services each received $17,599 as its allocable share of Net Cash from Operations with respect to the fiscal year ended November 30, 1996. Pursuant to the Certificate and Agreement of Limited Partnership of the Registrant, for the fiscal year ended November 30, 1996, $27,769 of the Registrant's net income was allocated to the General Partners ($13,884.50 to RI 5 Services and $13,884.50 to ConAm Services). For a description of the share of Net Cash from Operations and the allocation of income and loss to which the General Partners are entitled, reference is made to the discussion under the caption "Distributions and Allocations" contained on pages 50 through 54 of the Prospectus of the Registrant dated March 27, 1985 (the "Prospectus") contained in Amendment No. 1 to Registration Statement No. 2-95481, which discussion is incorporated herein by reference.
The Registrant has entered into property management agreements with ConAm Management pursuant to which ConAm Management has assumed direct responsibility for day-to-day management of the Properties. It is the responsibility of ConAm Management to select resident managers and local property managers, where appropriate, and monitor their performance. ConAm Management's services also include the supervision of leasing, rent collection, maintenance, budgeting, employment of personnel, payment of operating expenses, and related services. For such services, ConAm Management is entitled to receive a management fee as described on pages 33 and 34 of the Prospectus under the caption "Investment Objectives and Policies - Management of Properties," which description is herein incorporated by reference. A summary of property management fees earned by ConAm Management during the past three fiscal years is incorporated by reference to Note 6 to the Consolidated Financial Statements, included in the Partnership's Annual Report to Unitholders for the fiscal year ended November 30, 1996, which is filed as an exhibit under Item 14.
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
(a)(1) Financial Statements:
Page Consolidated Balance Sheets - November 30, 1996 and 1995 (1)
Consolidated Statements of Operations - For the years ended November 30, 1996, 1995 and 1994 (1)
Consolidated Statements of Partners' Capital - For the years ended November 30, 1996, 1995 and 1994 (1)
Consolidated Statements of Cash Flows - For the years ended November 30, 1996, 1995 and 1994 (1)
Notes to the Consolidated Financial Statements (1)
Report of Independent Accountants (1)
(a)(2) Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation (F-1)
Report of Independent Accountants (F-2)
(1) Incorporated by reference to the Partnership's Annual Report to Unitholders for the fiscal year ended November 30, 1996, filed as an exhibit under Item 14.
(a)(3) Exhibits:
(4)(A) Second Amended and Restated Agreement of Limited Partnership (included as, and incorporated herein by reference to, Exhibit A to the Prospectus of Registrant dated March 27, 1985, contained in Amendment No. 1 to Registration Statement No. 2-95481 of Registrant, dated March 27, 1985 (the "Registration Statement")).
(B) Subscription Agreement and Signature Page (included as, and incorporated herein by reference to, Exhibit 3.1 to Amendment No. 1 to the Registration Statement).
(10)(A) Documents relating to Lakeview Village:
(A.1) Purchase and Development Agreement, dated January 31, 1984 and exhibits thereto (included as, and incorporated herein by reference to, Exhibit 10.2 to Amendment No. 1 to the Registration Statement).
(A.2) Amendments to Purchase and Development Agreement, dated May 31, 1985, July 31, 1985 and August 21, 1985 (included as, and incorporated herein by reference to, Exhibit (10)(A) to the Registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 1985 (the "1985 Annual Report")).
(A.3) Amended and Restated Agreement of General Partnership of Lakeview Village at Ponte Vedra Lakes Joint Venture, dated July 1, 1992 (included as, and incorporated herein by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended August 31, 1992).
(A.4) Loan Documents: Promissory Note and Assignment of Rents and Leases with respect to the refinancing of Lakeview Village, between Registrant and The Penn Mutual Life Insurance Company (included as, and incorporated herein by reference to, Exhibit A4 to the Registrant's 1993 Annual Report on Form 10-K filed on March 30, 1994).
(A.5) Property Management Agreement between Lakeview Village at Ponte Vedra Lakes Joint Venture and Con Am Management Corporation for the Lakeview Village property (included as, and incorporated herein by reference to, Exhibit A5 to the Registrant's 1993 Annual Report on Form 10-K filed on March 30, 1994).
(B) Documents relating to The Hamptons:
(B.1) Purchase and Development Agreement, dated October 9, 1984 and exhibits thereto (included as, and incorporated herein by reference to, Exhibit 10.3 to Amendment No. 1 to the Registration Statement).
(B.2) First Amendment to Purchase and Development Agreement, dated December 12, 1985 (included as, and incorporated herein by reference to, Exhibit (10)(B) to the Registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 1986).
(B.3) Real Estate Note, dated October 9, 1984 (filed as, and incorporated herein by reference to Exhibit (10)(B) to the 1985 Annual Report).
(B.4) Property Management Agreement between The Hamptons Joint Venture and Con Am Management Corporation for the Hamptons at Quail Hollow II property (included as, and incorporated herein by reference to, Exhibit B4 to the Registrant's 1993 Annual Report on Form 10-K filed on March 30, 1994).
(C) Documents relating to Canterbury Park:
(C.1) Purchase and Development Agreement, dated September 7, 1984 (included as, and incorporated herein by reference to, Exhibit 10.4 to Amendment No. 1 to the Registration Statement).
(C.2) Amendments to Purchase and Development Agreement, dated April 30, 1985 and June 30, 1985 (included as, and incorporated herein by reference to, Exhibit (10)(C) to the 1985 Annual Report).
(C.3) Property Management Agreement between Hutton/ConAm Realty Investors 5 and Con Am Management Corporation for the Canterbury Park II property (included as, and incorporated herein by reference to, Exhibit C3 to the Registrant's 1993 Annual Report on Form 10-K filed on March 30, 1994).
(D) Settlement Agreement by and among the Managing Joint Venturers and the Epoch Joint Venturers, dated July 1, 1992, (included as, and incorporated herein by reference to, Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended August 31, 1992).
(13) Annual Report to Unitholders for the fiscal year ended November 30, 1996.
(21) List of Subsidiaries - Joint Ventures (included as, and incorporated herein by reference to, Exhibit (22) to the Registrant's Annual Report on Form 10-K filed for the fiscal year ended November 30, 1991).
(27) Financial Data Schedule
(99) Portions of the Prospectus of the Registrant, dated March 27, 1985 (included as, and incorporated herein by reference to, Exhibit 28 to the Registrant's 1987 Annual Report on Form 10-K filed for the fiscal year ended November 30, 1987).
(b) Reports on Form 8-K:
On December 24, 1996, the Partnership filed a Form 8-K on the closing of the Canterbury Park sale.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 28, 1997 HUTTON/CONAM REALTY INVESTORS 5
BY: RI 5 Real Estate Services Inc. General Partner
BY: /S/ Paul L. Abbott Name: Paul L. Abbott Title: Director, President, Chief Executive Officer and Chief Financial Officer
BY: ConAm Property Services IV, Ltd. General Partner
BY: Continental American Development, Inc. General Partner
BY: /S/ Daniel J. Epstein Name: Daniel J. Epstein Title: President, Director and Principal Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capabilities and on the dates indicated.
RI 5 REAL ESTATE SERVICES INC. A General Partner
Date: February 28, 1997 BY: /S/ Paul L. Abbott Paul L. Abbott Director, President, Chief Executive Officer and Chief Financial Officer
Date: February 28, 1997 BY: /S/ Donald E. Petrow Donald E. Petrow Vice President
Date: February 28, 1997 BY: /S/ David Sclafani David Sclafani Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
CONAM PROPERTY SERVICES IV, LTD. A General Partner
By: Continental American Development, Inc. General Partner
Date: February 28, 1997 BY: /S/ Daniel J. Epstein Daniel J. Epstein Director and President
Date: February 28, 1997 BY: /S/ E. Scott Dupree E. Scott Dupree Vice President/Director
Date: February 28, 1997 BY: /S/ Robert J. Svatos Robert J. Svatos Vice President/Director
Date: February 28, 1997 BY: /S/ Ralph W. Tilley Ralph W. Tilley Vice President
Date: February 28, 1997 BY: /S/ J. Bradley Forrester J. Bradley Forrester Vice President