Item 1. Business
The Registrant, Connecticut General Equity Properties-I Limited Partnership (the "Partnership") was formed on November 14, 1983, under the Uniform Limited Partnership Act of the State of Connecticut for the purpose of acquiring, operating, holding for investment and disposing of industrial and office buildings and service center space and, to a lesser extent, residential properties. On January 31, 1984, the Partnership commenced an offering of $50,000,000 (subject to increase up to $65,000,000) of Limited Partnership Interests (the "Units") at $1,000 per Unit, pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933 (Registration No. 2-87976).
The General Partner of the Partnership is Connecticut General Realty Resources, Inc.-Third (the "General Partner"), which is an indirect wholly owned subsidiary of CIGNA Corporation, a publicly held corporation whose stock is traded on the New York Stock Exchange.
A total of 39,236.25 Units was sold to the public prior to the offering's termination on December 31, 1985. The holders of 12,314 Units were admitted to the Partnership in 1984; the holders of 23,381.75 Units were admitted in 1985; and on January 2, 1986, the holders of the 3,540.5 remaining Units were admitted to the Partnership. From the 39,236.25 Units sold, the Partnership received net proceeds of $35,602,279. The holders of Units ("Unit Holders" or "Limited Partners") of the Partnership share in the ownership of the Partnership's real property investments according to the number of Units held. Subsequent to admittance to the Partnership, no Unit Holder has made any additional capital contribution. The Partnership is engaged solely in the business of real estate investment. A presentation of information about industry segments is not applicable.
The Partnership is engaged in passive activities and therefore investors are subject to the applicable provisions of the Internal Revenue Service Code and Regulations. Losses from "passive activities" (which include any rental activity) may only offset income from "passive activities." Investors' passive losses in excess of passive income from all sources are suspended and are carried over to future years when they may be deducted against passive income generated by the Partnership in such year (including gain recognized on the sale of the Partnership's assets) or against passive income derived by investors from other sources. Any suspended losses remaining subsequent to Partnership dissolution may be used by investors to offset ordinary income.
The Partnership acquired five commercial properties (including one owned through a joint venture) located in Missouri, Arizona, Illinois, Florida and Massachusetts. In order to acquire the properties, the Partnership, which purchased its properties for all cash, invested a total of $30,803,712, paid $2,418,158 in acquisition fees and closing costs, established reserves for improvements of $1,203,321 and established working capital reserves of $1,177,088.
Pursuant to the Partnership Agreement, the Partnership is required to terminate on or before December 31, 2013. The Partnership anticipated that prior to its termination and dissolution, some or all of the Partnership's properties would be sold, the retention or sale of any property dependent, in part, on the anticipated remaining economic benefits of continued ownership. It was expected that most sales would occur after a period of ownership extending from nine to twelve years after acquisition. The Partnership sold Courtyard Shopping Center, located near Chicago in Villa Park, Illinois, on January 11, 1990. The Partnership sold Westside Industrials located in Phoenix, Arizona as follows: two of the six buildings (42,480 of the 105,560 square feet) on April 15, 1994; one additional building (12,600 square feet) on April 27, 1995; and the remainder of the project on December 26, 1995. Reference is made to Item 8 for further descriptions of the sales.
On January 10, 1997, the Partnership and Glenborough Properties, L.P. entered into an Agreement of Purchase and Sale (the "Purchase Agreement"). Under the terms of the Purchase Agreement, Glenborough Properties, L.P. will purchase all of the real estate assets of the Partnership for an aggregate purchase price of $14,554,000. Reference is made to Item 7 for a detailed discussion of the Purchase Agreement and the sale of the Partnership's real estate assets and subsequent liquidation of the Partnership.
The Partnership has made the real property investments set forth in the following table:
(a) The Partnership did not incur any debt in connection with the acquisition of these investment properties.
(b) Excludes all broker fees paid at closing.
(c) This table does not reflect purchase price adjustments resulting from master lease provisions.
(d) Represents net leasable area at acquisition date; net leasable area may change due to expansion or tenant improvements.
(e) The Partnership sold two of the six buildings, representing 42,480 of the 105,560 square feet on April 15, 1994. An additional building, representing 12,600 square feet was sold on April 27, 1995. The remaining three buildings were sold on December 26, 1995.
(f) The Partnership owns a 26.08% interest in the joint venture partnership which owns the Westford Corporate Center. CIGNA Income Realty-I Limited Partnership ("CIR") is the co-venturer. CIR's general partner is an affiliate of the General Partner. The information shown represents the Partnership's share of the total investment.
(g) The Partnership sold the Courtyard Shopping Center on January 11, 1990.
Woodlands Plaza II is located in the West County office market of Greater St. Louis. Employment in the St. Louis region grew by 4.3%, a gain of 52,000 new jobs for 1996. The unemployment rate dropped again in 1996 to 4.7% from 4.8% in 1995, the lowest level in 20 years. The economy is fairly well diversified with health and education service industries providing the largest number of jobs. The growth industry appears to be the amusement and recreation industry as 1,400 new jobs were added in 1996. As the gaming industry continues to grow in St. Louis an additional 8,000 to 10,000 new jobs can be added over the next few years. The market quality index for St. Louis has dropped slightly from last year, reflecting in part the uncertainty of Boatmen's Bank, now that it is merging with NationsBank; McDonnell Douglas now that it is being acquired by Boeing; and the financial uncertainty of TWA. While the downtown St. Louis office market continues to struggle to keep its occupancy rate around 88%, the suburban office markets continue to flourish. The West County market contains almost 12 million square feet of space (which represents 29% of the metropolitan area supply) and is 96% leased. The Woodlands submarket of West County, where Woodlands Plaza II is located, comprises nine buildings containing just under 400,000 square feet and has an occupancy rate of 97.6%. Rents for space competing with Woodlands Plaza II are in the $15.50 to $17.00 range with tenant improvement packages in the $3.00 to $10.00 square foot range. Woodlands Plaza II ended the year 99% occupied, up significantly from the 75% at the close of 1995. Rental rates at Woodlands Plaza II are in line with the market.
The Orlando metropolitan area is expected to sustain its steady growth in population and employment through the end of the decade. The two main sectors of growth are the trade and service industries. The industrial market continues to improve with rising occupancy and rental rates along with strong demand. Construction in the past several years has been limited to build to suit properties. The current level of demand and strong market indicators has recently led to some speculative building activity. In South Orlando, four speculative bulk distribution centers and one service center project have either begun construction or announced plans to begin construction over the next twelve months. Lake Point I, II and III is located in the Southern Orlando service center market which currently contains approximately 3.6 million square feet of service center/warehouse space. Vacancy for the submarket dropped from 10% at the close of 1995 to 7% in 1996 with net absorption reported at over 100,000 square feet.
Lake Point, which has excellent site access and a desirable location close to the airport within the Lee Vista Center, was ahead of the market at 100%. Effective rental rates at the property are competitive with the market range of $5.50 to $9.50 per square foot dependent on grade level or dock-high space. Effective rents at the property range from approximately $5.25 to $8.50 per square foot. Lee Vista Center, a planned business park, is located approximately ten miles southeast of Orlando's central business district and approximately one mile north of the Orlando International Airport. Lake Point, which contains a single story office/industrial space with loading dock areas, is a unique product within the business park and therefore has limited direct competition. The business park contains mostly office buildings but also hotels, a daycare center and restaurants. The Orlando Airport service center market is made up of mostly warehouse or distribution space. In a recovering market, any development within Lee Vista Center is likely to be high-rise office, unlikely competition for Lake Point.
Westford Corporate Center is located in the Boston submarket known as the Northwest Corridor, between Routes I-128 and I-495. Boston's overall employment growth slowed to 1.5% in 1996. Job creation in high-technology and mutual funds have continued, partially offset by layoffs in the manufacturing and banking industries, resulting in approximately 39,000 new jobs in the Boston area for 1996. The Boston economy continues to exhibit signs of stabilization, including declining vacancy rates in the retail, office and warehouse markets, a rise in hotel occupancies, and a drop in the unemployment rate. Growth in the Boston area is expected to diminish slightly over the next five years with employment growth averaging 1.2% between 1997 and 2001. Trade employment, which has expanded by 43,000 jobs over the last three years, will show growth of only 5,700 jobs per year through 2001. The Route 495 North market, which comprises 16.8 million square feet of research & development ("R&D") and office space, continued to report positive absorption in 1996, with a third quarter 1996 vacancy rate of approximately 12%, including subleased space, down from 1995. Leasing activity in 1996, totaling more than 950,000 square feet, was dominated by R&D properties, accounting for 90% of the net absorption. Average asking rents are approximately $12.75 per square foot for office space, and approximately $7.00 per square foot on a triple net basis for R&D space.
Approximate occupancy levels for the properties on a quarterly basis are set forth in the table in Item 2.
Item 2. Properties
The Partnership owns directly and through a joint venture partnership the properties described in Item 1 herein. Reference is made to Items 1 and 8 for information on properties sold by the Partnership. The lease terms on the properties range from less than one year to ten years, with the majority being three to five years. Most of the leases contain provisions for one or more of the following: percentage rent, escalation and common area maintenance recaptures. Reference is made to the Notes to Financial Statements for information regarding minimum annual future rentals under existing leases and operating expense reimbursements. In the opinion of the General Partner, the Partnership's properties continue to be adequately insured.
On January 10, 1997, the Partnership entered into the Purchase Agreement to sell all of the Partnership's real estate assets. Reference is made to Item 7 for a detailed discussion of the Purchase Agreement and the sale of the Partnership's real estate assets.
Woodlands Plaza II is a three-story suburban office structure situated on Lots 1, 2 and 3 of The Woodlands Business Park located in St. Louis, Missouri. The building was completed in July 1983 and sold to the Partnership in October 1984. The building design features exterior masonry construction and is divided into two separate buildings that overlook the Woodlands Lake. The building has approximately 72,276 square feet of net leasable area.
The following table provides information on tenants that occupy 10 percent or more of Woodland Plaza II's net leasable area.
The following table provides lease expiration information relative to Woodlands Plaza II.
Lake Point I, II, III is within Lee Vista Center, a planned business park, located in the southeast sector of the Orlando, Florida, metropolitan area. Lee Vista Center is located approximately 10 miles southeast of Orlando's central business district and approximately 1 mile north of the Orlando International Airport. The property consists of four single-story office/service buildings and two single-story office/warehouse buildings containing a total of 135,008 square feet of gross leasable area.
The following table provides information on tenants that occupy 10 percent or more of Lake Point I, II, III's net leasable area.
The following table provides lease expiration information relative to Lake Point I, II, III.
The following list compares approximate occupancy levels by quarter for the Partnership's investment properties during 1992, 1993, 1994, 1995 and 1996:
An "N/A" indicates that the property was not owned by the Partnership at the end of the quarter.
(a) Two of six buildings at Westside Industrials were sold on April 15, 1994, representing 42,480 of the 105,560 square feet. An additional building, representing 12,600 square feet was sold on April 27, 1995. The remaining three buildings were sold on December 26, 1995.
(b) See the Notes to Financial Statements for a description of the joint venture partnership through which the Partnership has made this real property investment. The Partnership owns a 26.08% interest in the joint venture which owns the property.
Item 3.
Item 3. Legal Proceedings
Neither the Partnership nor its properties are party to, or the subject of, any legal proceedings involving any material exposure.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of Unitholders during the fourth quarter of the fiscal year covered by this report. Reference is made to Item 7 for a description of an item currently under consideration by Unitholders for consent.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Security Holder Matters
As of March 3, 1997, there were approximately 3,681 record Unit Holders. There is no established public trading market for Units. The General Partner will not redeem or repurchase Units.
The Revenue Act of 1987 adopted provisions which have an adverse impact on investors in a "publicly traded partnership" ("PTP"). A PTP is a partnership whose interests are traded on an established securities market or readily tradable on a secondary market (or the substantial equivalent thereof). If the Partnership were classified as a PTP, (i) the Partnership may be taxed as a corporation and (ii) the passive activity rules of section 469 are applied separately with respect to items attributable to each publicly traded partnership. On November 29, 1995, the Internal Revenue Service ("IRS") issued the Final PTP Regulations under section 1.7704-1. The Final PTP Regulations are effective for the tax years beginning after December 31, 1995. However, a transition rule exists for partnerships that were engaged in an activity before December 4, 1995 and that does not add a substantial new line of business after that date. The Partnership qualifies for the transition rule and may continue to rely on Notice 88-75 for guidance through the end of 2005. In Notice 88-75, the IRS established alternative safe harbors that allow interests in a partnership to be transferred or redeemed in certain circumstances without causing the partnership to be characterized as a PTP. Units of the Partnership are not listed or quoted for trading on an established securities exchange. However, CIGNA Financial Partners ("CFP") will, upon request, provide a Limited Partner desiring to sell or transfer Units with a list of secondary market firms which may provide a means for matching potential sellers with potential buyers of Units, if available. Frequent sales of Units utilizing these services could cause the Partnership to be deemed a PTP. The Partnership has adopted a policy prohibiting transfers of Units in secondary market transactions unless, notwithstanding such transfers, the Partnership will satisfy at least one of the safe harbors. Although such a restriction could impair the ability of investors to liquidate their investment, the service provided by CFP described above should allow a certain number of transfers to be made in compliance with the safe harbor.
The Partnership declared quarterly cash distributions to Limited Partners for 1996 and 1995 as set forth in the following table:
Reference is made to Item 6
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Except for historical information provided in this Management's Discussion and Analysis, statements made throughout this document are forward-looking and contain information about financial results, economic conditions, trends, and known certainties. The Partnership cautions the reader that actual results could differ materially from those expected by the Partnership.
Liquidity and Capital Resources
On January 31, 1984, the Partnership commenced an offering of $50,000,000 (subject to an increase to $65,000,000) of limited partnership interests pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The offering terminated on December 31, 1985 and a total of 39,236.25 Units were issued by the Partnership and assigned to the public at $1,000 per interest. Subsequent to the termination of the offering, no Unit Holder has made any additional capital contribution. The Partnership does not expect to seek additional capital contributions.
After deduction of selling expenses and other offering costs, the Partnership had $35,602,279 with which to make investments in real properties, to pay legal fees and other costs (including acquisition fees) related to such investments, for working capital reserves and to fund extra lease-up costs. A portion of the proceeds was utilized to acquire the properties described in Item 1 herein. The Partnership did not incur any debt in connection with the acquisition of the properties. The Partnership does not intend to incur mortgage indebtedness relative to the properties at any time during the term of the Partnership.
Reference is made to Item 1 for a description of the Partnership's investment properties and a description of the markets in which the properties operate. Reference is made to Item 2 for significant tenant information and lease information. Reference is made to Item 5 for information on cash distributions to Limited Partners. Reference is made to Item 8
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not Applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The General Partner of the Partnership, Connecticut General Realty Resources, Inc.-Third, a Delaware corporation, is an indirect, wholly owned subsidiary of CIGNA Corporation, a publicly held corporation whose stock is traded on the New York Stock Exchange. The General Partner has responsibility for and control over the affairs of the Partnership.
The directors and executive officers of the General Partner as of February 14, 1997 are as follows:
There is no family relationship among any of the foregoing directors or officers. There are no arrangements or understandings between or among said officers or directors and any other person pursuant to which any officer or director was selected as such.
The foregoing directors and officers are also officers and/or directors of various affiliated companies of Connecticut General Realty Resources, Inc.-Third, including CIGNA Financial Partners, Inc. (the parent of Connecticut General Realty Resources, Inc.-Third), CIGNA Investments, Inc., CIGNA Corporation (the parent of CIGNA Investments, Inc.) and Connecticut General Corporation (the parent of CIGNA Financial Partners, Inc.).
The business experience of each of the directors and executive officers of the General Partner of the Partnership is as follows:
R. BRUCE ALBRO - DIRECTOR
Mr. Albro, age 54, a Senior Managing Director of CIM, joined Connecticut General's Investment Operations in 1971 as an Equities Securities Analyst in Paper, Forest Products, Building and Machinery. Subsequently, he served as a Research Department Unit Head, as an Assistant Portfolio Manager, then as Director of Equity Research and a member of the senior staff of CIGNA Investment Management Company and as a Portfolio Manager in the Fixed Income area. He then headed the Marketing and Merchant Banking area for CII. Prior to his current assignment of Division Head, Portfolio Management Division, he was an insurance portfolio manager, and prior to that, he was responsible for Individual Investment Product Marketing. In addition, Mr. Albro currently serves as President of the CIGNA Funds Group and other CIGNA affiliated mutual funds. Mr. Albro received a Master of Arts degree in Economics from the University of California at Berkeley and a Bachelor of Arts degree in Economics from the University of Massachusetts at Amherst. He is a Chartered Financial Analyst.
J. ROBERT ANDREWS - DIRECTOR
Mr. Andrews, age 52, is a Managing Director of CIGNA Investment Management and is one of seven Territorial Managers in the Mortgage Production unit. He joined CIGNA's Real Estate Division in 1983. Prior to his current assignment, he was the Head of the Real Estate Acquisitions and Dispositions Department, Head of the Tax Advantaged Investment Department; a Vice President - Real Estate Portfolio Manager for Pension Accounts; one of six Vice President - Territorial Managers in the Mortgage and Real Estate Acquisition unit and an Assistant Vice President in the Real Estate Asset Management unit. Prior to coming to CIGNA, he was the principal of a real estate consulting firm specializing in domestic and international multi-family residential construction and development. Prior to forming his own business, Mr. Andrews was an Acquisition Director and Regional Director of Operations for a publicly owned (NYSE) real estate development company. He received a Bachelor of Arts degree in Architecture and a Master of Business Administration degree in Finance and Real Estate from The Pennsylvania State University.
DAVID SCHEINERMAN - DIRECTOR
Mr. Scheinerman, age 36, was appointed Chief Financial Officer of CIGNA Individual Insurance, a division with more than $94 billion of life insurance in force, in July of 1995. Mr. Scheinerman has served in various actuarial and business management capacities with CIGNA. In 1991 he was appointed Vice President and Pricing Actuary for CIGNA HealthCare. He has more than 13 years of financial management experience and has served as Chief Financial Officer of Crusader Insurance PLC, a CIGNA subsidiary life company in the United Kingdom. Mr. Scheinerman holds a BA in Mathematics from Rice University and an MBA from the University of Pennsylvania Wharton School of Business. He is a fellow of the Society of Actuaries and a member of the American Academy of Actuaries.
JOHN D. CAREY - PRESIDENT
Mr. Carey, age 33, is the President of the General Partner and CIGNA Financial Partners, Inc. (CFP) and manages the Tax Advantaged Investment unit of CIGNA Investment Management-Real Estate. Mr. Carey was elected President in 1993, and from 1990 to 1996, he served as the Controller of the General Partner and CFP, primarily responsible for accounting and financial reporting. Prior to joining CIGNA Investment Management, he held the position of manager at KPMG Peat Marwick in the audit department and was a member of the Real Estate Focus Group. Mr. Carey is a graduate of Central Connecticut State University with a Bachelor of Science degree and is a Certified Public Accountant.
VERNE E. BLODGETT - VICE PRESIDENT, COUNSEL
Mr. Blodgett, age 59, is an Assistant General Counsel of CIGNA Corporation. He joined Connecticut General Life Insurance Company in 1975 as an investment attorney and has held various positions in the Legal Division of Connecticut General Life Insurance Company prior to his appointment as Assistant General Counsel in 1981. Mr. Blodgett received a Bachelor of Arts degree from Yale University and graduated with honors from the University of Connecticut School of Law. He is a member of the Connecticut and the American Bar Associations.
JOSEPH W. SPRINGMAN - VICE PRESIDENT, ASSISTANT SECRETARY
Mr. Springman, age 55, is Managing Director and department head responsible for Acquisitions. He joined CIGNA's Real Estate operations in 1970. He has held positions as an officer or director of several real estate affiliates of CIGNA. His past real estate assignments have included Development and Engineering, Property Management, Director - Real Estate Operations, Portfolio Management, Vice President - Real Estate Production and Managing Director - Asset Management. He received a Bachelor of Science degree from the U.S. Naval Academy.
DAVID C. KOPP - SECRETARY
Mr. Kopp, age 51, is Secretary of CII, Corporate Secretary of Connecticut General Life Insurance Company and Assistant Corporate Secretary and Assistant General Counsel, Insurance and Investment Law of CIGNA Corporation. He also serves as an officer of various other CIGNA Companies. In August of 1995, he also assumed responsibility as chief compliance officer for CIGNA HealthCare, a division of CIGNA Corporation. He joined Connecticut General Life Insurance Company in 1974 as a commercial real estate attorney and held various positions in the Legal Department of Connecticut General Life Insurance Company prior to his appointment as Corporate Secretary in 1977. Mr. Kopp is an honors graduate of Northern Illinois University and served on the law review at the University of Illinois College of Law. He is a member of the Connecticut Bar Association and is past President of the Hartford Chapter, American Society of Corporate Secretaries.
KENNETH R. GARRETT - TREASURER
Kenneth R. Garrett, age 40, is Assistant Vice President, Bank Reconciliation and Services of CIGNA Corporation. In this capacity he manages a staff responsible for reconciling approximately 500 CIGNA Corporation and subsidiaries bank accounts, establishing and enforcing signature authority limits on checks and drafts, working and negotiating with banks for paper based disbursement services and providing check and draft services to CIGNA's operating divisions. Kenneth joined the Insurance Company of North America (INA) in 1988. He has held a number of positions in insurance, finance and strategy with INA and later with the merged CIGNA Corporation before assuming his current responsibilities. He received a B.A. degree for Delaware State University and an M.B.A. in finance from Atlanta University.
JOSEPHINE C. DONOFRIO - CONTROLLER
Ms. Donofrio, age 29, was elected Controller of Tax Advantaged Investments in 1996. In 1993, Ms. Donofrio joined CIGNA Investment Management - Real Estate as a member of the Tax Advantaged Investment Unit. Prior to joining CIGNA Investment Management, Ms. Donofrio was a senior accountant at Kostin, Ruffkess & Company, LLC. Her experiences include financial and tax reporting for public and private real estate limited partnership syndications. Ms. Donofrio is a graduate of the University of Connecticut with a Bachelor of Science Degree. She is a Certified Public Accountant and a member of the Connecticut Society of Certified Public Accountants.
Item 11.
Item 11. Executive Compensation
Officers and directors of the General Partner receive no current or proposed direct compensation from the Partnership in such capacities. However, certain officers and directors of the General Partner received compensation from the General Partner and/or its affiliates (but not from the Partnership) for services performed for various affiliated entities, which may include services performed for the Partnership, but such compensation was not material in the aggregate.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
No person or group is known by the Partnership to own beneficially more than 5% of the outstanding Units of interest of the Partnership.
There exists no arrangement, known to the Partnership, the operation of which may at a subsequent date result in a change in control of the Partnership.
As of February 14, 1997, the individual directors and the directors and officers, as a group, of the General Partner beneficially owned Partnership Units and shares of the common stock of CIGNA, parent of the General Partner, as set forth in the following table:
Units Shares Beneficially Beneficially Percent of NAME OWNED(A) OWNED(B) CLASS
R. Bruce Albro (c) 0 9,192 * J. Robert Andrews (d) 0 1,660 * David Scheinerman (e) 0 2,153 *
All directors and officers Group (9) (f) 0 18,873 *
* Less than 1% of class
(a) No officer or director of the General Partner possesses a right to acquire beneficial ownership of additional Units of interest of the Partnership.
(b) The directors and officers have sole voting and investment power over all the shares of CIGNA common stock they own beneficially.
(c) Shares beneficially owned includes options to acquire 6,056 shares and 1,318 shares which are restricted as to disposition.
(d) Shares beneficially owned includes 1,660 shares which are restricted as to disposition.
(e) Shares beneficially owned includes options to acquire 345 shares and 1,599 shares which are restricted as to disposition.
(f) Shares beneficially owned by directors and officers include 7,436 shares of CIGNA common stock which may be acquired upon exercise of stock options and 8,621 shares which are restricted as to disposition.
Item 13.
Item 13. Certain Relationships and Related Transactions
The General Partner of the Partnership is generally entitled to receive 1% of cash distributions, when and as cash distributions are made to the Limited Partners, and is generally allocated 1% of profits or losses. The General Partner was entitled to receive distributable cash from 1996 operations of $7,009. The General Partner was allocated a share of the Partnership income in the amount of $6,617 for 1996. Reference is also made to the Notes to Financial Statements included in this annual report for a description of such distributions and allocations. The relationship of the General Partner (and its directors and officers) to its affiliates is set forth in Item 10.
CII provided asset management services to the Partnership during 1996 for the Woodlands Plaza II Office Building and Lake Point Service Center for fees calculated at 6% of gross revenues collected from the properties less amounts earned by independent third party property management companies contracted by CII on behalf of the Partnership. In 1996, CII earned asset management fees amounting to $47,044 for such services, of which $7,912 was unpaid as of December 31, 1996. Independent third party property managers earned $98,900 of management fees, of which $7,808 was unpaid as of December 31, 1996. In 1996, CII provided asset management services for the Partnership's investment in the Westford Office Venture for fees calculated at 6% of gross revenues collected. CII earned $14,002 for such services. Independent third party property managers earned $14,002 of fees relating to Westford.
CFP provided partnership management services for the Partnership at fees calculated at 9% of adjusted cash from operations in any one year. In 1996, CFP earned partnership management fees amounting to $80,107 for such services, of which $31,639 was unpaid as of December 31, 1996.
The General Partner and its affiliates may be reimbursed for their direct expenses incurred in the administration of the Partnership. In 1996, the General Partner and its affiliates were entitled to reimbursement for such out of pocket administrative expenses in the amount of $69,519 of which $5,060 was unpaid as of December 31, 1996.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements. See Index to Financial Statements in Item 8.
2. Financial Statement Schedules
(a) Real Estate and Accumulated Depreciation. See Index to Financial Statements in Item 8.
3. Exhibits
3(a) Partnership Agreement, incorporated by reference to Exhibit A to the Prospectus of Registrant, dated January 31, 1984, File No. 2-87976.
3(b) First Amendment to Partnership Agreement, dated March 1, 1985, incorporated by reference to Exhibit 3(b) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985.
4 Certificate of Limited Partnership dated November 9, 1983, incorporated by reference to Exhibit 4 to Form S-11 Registration Statement under the Securities Act of 1933, File No. 2-87976.
10(a) Acquisition and Disposition Services Agreement, dated as of January 31, 1984, between Connecticut General Equity Properties-I Limited Partnership and CIGNA Capital Advisers, Inc., incorporated by reference to Exhibit 10(a) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1987.
(b) Supervisory Property Management Agreement, dated as of January 31, 1984, between Connecticut General Equity Properties-I Limited Partnership and CIGNA Capital Advisors, Inc., incorporated by reference to Exhibit 10(b) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1987.
(c) Agreement concerning Certain Capital Contributions, dated as of December 30, 1983, between Connecticut General Management Resources, Inc. and Connecticut General Realty Resources, Inc.-Third, incorporated by reference to Exhibit 10(c) to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1987.
(d) Real Estate Purchase Agreement, dated as of July 25, 1984, relating to the acquisition of Woodlands Plaza II Office Building, incorporated by reference to Exhibit 10(d) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985.
(e) Bill of Sale and Assignment, dated October 15, 1984, relating to the acquisition of Woodlands Plaza II Office Building, incorporated by reference to Exhibit 10(e) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985.
(f) Assignment and Assumption Agreement, dated as of January 17, 1985, relating to the acquisition of Interpark Industrial Park, incorporated by reference to Exhibit 10(f) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985.
(g) Real Estate Purchase Agreement between LaSalle National Bank and Connecticut General Resources, Inc.-Third dated May 8, 1985, relating to the acquisition of the Courtyard Shopping Center, incorporated by reference to Exhibit 10(g) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985.
(h) Real Estate Purchase Agreement between Crow-Vista #2 and Connecticut General Equity Properties-I Limited Partnership dated as of July 31, 1986, relating to the acquisition of Lake Point I, II, III, incorporated by reference to Exhibit 10(b) to Current Report on Form 8-K dated July 31, 1986.
(i) Management and Leasing Agreement between Trammel Crow Realty Associates, Inc. and Connecticut General Equity Properties-I Limited Partnership dated as of July 31, 1986, relating to Lake Point I, II, III, incorporated by reference to Exhibit 10(d) to Current Report on Form 8-K dated July 31, 1986.
(j) Joint Venture Agreement between CIGNA Income Realty-I Limited Partnership and Connecticut General Equity Properties-I Limited Partnership dated as of November 1, 1986, relating to the acquisition of the Westford Corporate Center, incorporated by reference to Exhibit 10(k) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1986.
(k) Real Estate Purchase Agreement between Robert M. Doyle and Ian S. Gillespie, as trustees of Westford Office Center Trust, and Westford Office Venture, dated as of September 10, 1986, relating to the acquisition of the Westford Corporate Center, incorporated by reference to Exhibit 10(l) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1986.
(l) Management Agreement between the Westford Office Venture and Codman Management Co., dated as of September 10, 1986, relating to the Westford Corporate Center, incorporated by reference to Exhibit 10(n) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1986.
(m) Real Estate Purchase Contract between Solman Brothers Leasing and Connecticut General Equity Properties-I Limited Partnership dated as of February 22, 1994, relating to the sale of Westside Industrial Buildings 1 and 2.
(n) Deposit Receipt and Real Estate Purchase Contract between JACLS Holding Company and/or Nominee and Connecticut General Equity Properties-I Limited Partnership dated as of February 20, 1995, relating to the sale of Westside Industrial Building #6 closed on April 27, 1995.
(o) Deposit Receipt and Real Estate Purchase Contract between Zimmerman Properties, Inc. and Connecticut General Equity Properties-I Limited Partnership dated as of August 2, 1995, relating to
the sale of Westside Industrial Buildings #3, #4 and #5 closed on December 26, 1995.
(p) Agreement of Purchase and Sale dated January 10, 1997, between CIGNA Income Realty-I Limited Partnership, Connecticut General Equity Properties-I Limited Partnership, and Westford Office Venture, as sellers and Glenborough Properties, L.P., as purchaser, incorporated by reference to Annex 1 to the Registrant's Consent Solicitation Statement on Schedule 14A filed on March 25, 1997.
27 Financial Data Schedules
(b) No reports on Form 8-K were filed during the last quarter of the fiscal year.
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.
CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
By: Connecticut General Realty Resources, Inc.-Third, General Partner
Date: March 28, 1997 By: /S/ JOHN D. CAREY ------------------- John D. Carey, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities (with respect to the General Partner) and on the date indicated.
/S/ R. BRUCE ALBRO Date: March 28, 1997 ----------------------------------- R. Bruce Albro, Director
/S/ J. ROBERT ANDREWS Date: March 28, 1997 ----------------------------------- J. Robert Andrews, Director
/S/ DAVID SCHEINERMAN Date: March 28, 1997 ----------------------------------- David Scheinerman, Director
/S/ JOHN D. CAREY Date: March 28, 1997 ----------------------------------- John D. Carey, President (Principal Executive Officer)
/S/ KENNETH GARRETT Date: March 28, 1997 ----------------------------------- Kenneth Garrett, Treasurer (Principal Financial Officer)
/S/ JOSEPHINE C. DONOFRIO Date: March 28, 1997 ----------------------------------- Josephine C. Donofrio, Controller (Principal Accounting Officer)