Item 1. Business
(a) General Development of Business -------------------------------
Commercial Properties 2, L.P. (the "Registrant" or the "Partnership") (formerly known as Hutton/GSH Commercial Properties 2) is a Virginia limited partnership organized pursuant to a Certificate and Agreement of Limited Partnership dated September 1, 1983, of which Real Estate Services VII, Inc. ("RE Services"), formerly Hutton Real Estate Services VII, Inc. (see Item 10. "Certain Matters Involving Affiliates"), and HS Advisors III, Ltd. ("HS Advisors") are the general partners (collectively, the "General Partners"). Commencing June 3, 1983, the Registrant began offering through E.F. Hutton & Company Inc. up to a maximum of 100,000 units of limited partnership interests (the "Units") at $500 per Unit. The Units were registered under the Securities Act of 1933, as amended, under Registration Statement No. 2-79072, which Registration Statement was declared effective on June 3, 1983. The offering of Units was terminated on September 1, 1983. Upon the termination of the offering, the Registrant had accepted subscriptions for 100,000 Units for an aggregate of $50,002,000, including the General Partners' capital contributions. As of November 30, 1999, all of the proceeds available for investment in real estate have been invested.
Since the inception of operations, the Registrant has acquired and disposed of an interest as the general partner in the following limited partnerships: (i) 14800 Quorum Associates, Ltd., a Texas limited partnership formed to own and operate the Quorum I Office Building in Dallas, Texas; (ii) First Trade Center Office Associates, a Maryland limited partnership formed to own and operate the Maryland Trade Center Building II; in Greenbelt, Maryland; (iii) Gamma Building Associates Joint Venture, a California joint venture partnership formed to own and operate Swenson Business Park - Building C in San Jose, California and (iv) Maitland Building C Joint Venture, a Florida joint venture partnership formed to own and operate Maitland Center Office Building C in Maitland, Florida. The Registrant had also acquired interests in Two Financial Centre Associates Joint Venture, an Arkansas joint venture partnership formed to own and operate Two Financial Centre in Little Rock, Arkansas (the "Property"). For further description of the Property, see Note 5 "Real Estate Investments" of the Notes to the Consolidated Financial Statements of the Partnership's Annual Report to Unitholders for the year ended November 30, 1999 filed as an exhibit under Item 14.
(b) Financial Information About Industry Segment --------------------------------------------
The Registrant's sole business is the ownership and operation of the Property. All of the Registrant's revenues, operating profit or losses and assets relate solely to such industry segment.
(c) Narrative Description of Business ---------------------------------
Incorporated by reference to Note 1 "Organization" of the Notes to the Consolidated Financial Statements in the Partnership's Annual Report to Unitholders for the year ended November 30, 1999 filed as an exhibit under Item 14.
The Registrant's principal investment objectives with respect to the Property (in no particular order of priority) 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 are the Registrant's objective's during its operational phase, while the preservation and appreciation of capital are the Registrant's long-term objectives. Information regarding future distributions is incorporated by reference to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, contained herein. 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 locality in which the Property is located, especially with regard to achievement of capital appreciation.
The Registrant expects to sell its Property in fiscal 2000, taking into consideration such factors as market conditions, leasing conditions, net sales proceeds to be realized, and the possible risks of continued ownership. The Property will not be sold, financed or refinanced by the Registrant without the agreement of both General Partners. Proceeds from any future sale, financing or refinancing of the Property will be distributed to the partners to the extent there is sufficient working capital to meet future operating expenses of the Partnership. As part of the payment for Property 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 such obligations are realized in cash, sold or otherwise liquidated.
On July 31, 1989, First Trade Center Office Associates Limited Partnership sold the Maryland Trade Center II property to an unaffiliated pension fund for an aggregate sale price of $22,400,000. First Trade Center Office Associates was composed of the Registrant and the developer of the property (the "Joint Venture Partner"). The Registrant received proceeds in the amount of $17,427,548, representing the total sales price net of closing costs and distributions made to the Joint Venture Partner. In addition, the Registrant received $208,982 which represented cash held at the property level.
During 1989, the Registrant loaned $7,201,320 in the form of a demand promissory note to the Two Financial Centre Associates Joint Venture ("TFC") in which the Registrant is the managing venturer. The note was issued to enable TFC to pay the mortgage on Two Financial Centre, which had been accelerated, and to prevent foreclosure by the lender. On September 17, 1990, the demand promissory note was reissued in the principal amount of $7,383,033 which includes the original principal of $7,201,320 and accrued interest of $181,713. Information pertaining to the loan to TFC is incorporated herein by reference to Note 6 "Loan to Two Financial Centre Joint Venture" of the Notes to the Consolidated Financial Statements of the Partnership's Annual Report to Unitholders for the year ended November 30, 1999 filed as an exhibit under Item 14.
On April 4, 1991, the Registrant purchased the 2.5% joint venture interest held by Boyle Investment Company, successor-in-interest to Boyle Investment Company of Florida, Inc., in the Maitland Building C Joint Venture. As a result of this transaction, the Maitland property, previously owned by the Maitland Building C Joint Venture, became wholly-owned by the Partnership.
On November 10, 1997, the Partnership closed on the sale of Swenson Business Park - Building C (the "Swenson Property"). The Swenson Property was sold for net proceeds of $10,351,554 to WW&LJ Gateways, LTD. (the "Swenson Buyer"), which is unaffiliated with the Partnership. A complete description of the sale of the property and distribution of proceeds is referred to in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," contained herein.
On December 19, 1997, the Partnership closed on the sale of Maitland Center Office Building C (the "Maitland Property"). The Maitland Property was sold for net proceeds of $8,762,317 to CMD Realty Investment Fund III, L.P., an Illinois limited partnership (the "Maitland Buyer"), which is unaffiliated with the Partnership. A complete description of the sale of the property and distribution of proceeds is referred to in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," contained herein.
The Partnership has engaged a real estate brokerage firm to actively market the Partnership's sole remaining property, Two Financial Centre (the "Property") and solicit bids from prospective buyers. The General Partners recently accepted a bid and are currently negotiating a sales contract. While it is currently anticipated that the Property will be sold and the Partnership liquidated in 2000, there can be no assurance that the Property will be sold within this time frame.
(d) Competition -----------
Two Financial Centre is subject to competition from similar types of properties located in the same vicinity. The business of owning and operating commercial office buildings in the area where Two Financial Centre is located is highly competitive, and the Partnership competes with a number of established companies, some of which have greater resources than the Partnership. For a discussion of current commercial real estate market conditions in the Little Rock area, see the section entitled Message to Investors in the Partnership's Annual Report to Unitholders for the year ended November 30, 1999 filed as an exhibit under Item 14.
(e) Employees ---------
The Registrant has no employees.
Item 2.
Item 2. Properties
A description of the Partnership's remaining property, Two Financial Centre, and its material leases is incorporated herein by reference to the section entitled Message to Investors in the Partnership's Annual Report to Unitholders for the year ended November 30, 1999, filed as an exhibit under Item 14, Note 5 "Real Estate Investments" and Note 7 "Rental Income Under Operating Leases" of the Notes to the Consolidated Financial Statements.
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
No matter was submitted to a vote of Unitholders during the fourth quarter of 1999.
PART II
Item 5.
Item 5. Market for Registrant's Limited Partnership Units and Related Unitholder Matters
(a) Market Information ------------------
No established public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future.
(b) Holders -------
As of November 30, 1999, the number of holders of Units was 3,457.
(c) Distributions -------------
Per Unit cash distributions paid to the Limited Partners for the two years ended November 30, 1999 are presented in the table below.
In order to fund required capital improvements at the Property and maintain adequate cash reserves, cash distributions were suspended beginning with the 1998 first quarter distribution, which would have been paid on or about April 15, 1998. Once the Property is sold, the General Partners will distribute the net proceeds together with the Partnership's remaining cash reserves (after payment of or provision for, the Partnership's liabilities and expenses), and dissolve the Partnership.
Item 6.
Item 6. Selected Financial Data
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources - -------------------------------
The General Partners have engaged a real estate brokerage firm to actively market the Partnership's sole remaining Property, and solicit bids from prospective buyers. We recently accepted a bid and are currently negotiating a sales contract. Once the remaining Property is sold, the General Partners will distribute the net proceeds together with the Partnership's remaining cash reserves (after payment of or provision for, the Partnership's liabilities and expenses), and dissolve the Partnership. While it is currently anticipated that the Property will be sold and the Partnership liquidated in 2000, there can be no assurance that the Property will be sold within this time frame.
The Partnership had cash and cash equivalents at November 30, 1999 of $2,432,308 compared with $1,446,089 at November 30, 1998. The increase is primarily due to cash provided by operations exceeding cash used for additions to real estate assets. At November 30, 1999 rent and other receivables amounted to $68,568, compared with $291,360 at November 30, 1998. The decrease is primarily the result of the refund received from the IRS of $215,270 in tax payments previously made pursuant to IRS Section 444 requirements. Accounts payable and accrued expenses amounted to $173,004 at November 30, 1999, compared to $258,394 at November 30, 1998. The decrease is primarily due to lower accounts payable for Partnership administrative expenses and property expenses.
During the year, the General Partners executed six new leases totaling 20,198 square feet and one lease renewal totaling 6,545 square feet. However, three tenants representing 3,340 square feet vacated the property upon the expiration of their respective leases. As a result, the property was 100% leased as of November 30, 1999, compared to 84% as of November 30, 1998.
On December 19, 1997, the Partnership closed on the sale of the Maitland Property for net proceeds of $8,762,317. The transaction resulted in a gain on sale of $3,232,132.
On February 18, 1998, the Partnership paid a special cash distribution to Limited Partners totaling $195.39 per Unit. The distribution included the net proceeds received from the sales of the Maitland Property in the amount of $87.62 per Unit and Swenson Business Park - Building C in the amount of $103.52 per Unit, plus cash flow from operations generated during the three months ended November 30, 1997 in the amount of $4.25 per Unit.
Market Risk - ----------- The Partnership's principal market risk exposure is interest rate risk. The Partnership has no long-term debt and the Property has no mortgage debt. Accordingly, the Partnership's interest risk exposure is primarily limited to interest earned on the Partnership's cash and cash equivalents, which are invested at short-term rates. Such risk is not considered material to the Partnership's operations.
Y2K Initiatives - ---------------
The Partnership has previously discussed the nature and progress of its plans to become Year 2000 ready. In late 1999, the Partnership completed its remediation and testing of systems. As a result of those planning and implementation efforts, the Partnership experienced no significant disruptions in mission critical information technology and non-information technology systems and believes those systems successfully responded to the Year 2000 date change. The Partnership is not aware of any material problems resulting from Year 2000 issues, either with its products, its internal systems, or the products and services of third parties. The Partnership will continue to monitor its mission critical computer applications and those of its suppliers and vendors throughout the year 2000 to ensure that any latent Year 2000 matters that may arise are addressed promptly.
Results of Operations - ---------------------
1999 Versus 1998 - ----------------
Partnership operations resulted in net income of $1,055,121 for the fiscal year ended November 30, 1999, compared with net income of $4,302,338 for the fiscal year ended November 30, 1998. The decrease is primarily due to the gain on the sale of the Maitland Property of $3,232,132 in the 1998 period. Excluding this gain, operating income totaled $1,055,121 for the fiscal year ended November 30, 1999, which is comparable to operating income of $1,070,206 for the fiscal year ended November 30, 1998.
Interest income totaled $77,768 for the fiscal year ended November 30, 1999, compared with $275,122 for the fiscal year ended November 30, 1998. The decrease for 1999 reflects the Partnership's higher cash balance in 1998 due to the proceeds received from the sale of two properties.
General and administrative expenses - other for the fiscal year ended November 30, 1999 were $262,408, compared with $274,713 for the fiscal year ended November 30, 1998. The decrease in 1999 represents lower Partnership servicing costs.
As of November 30, 1999, the occupancy level at Two Financial Centre was 100%.
1998 Versus 1997 - ---------------- Partnership operations resulted in net income of $4,302,338 for the fiscal year ended November 30, 1998, compared with $5,842,012 for the fiscal year ended November 30, 1997. The decrease is primarily due to the gain on the sale of the Swenson Property of $4,756,962 in fiscal 1997, which exceeded the gain on the sale of the Maitland Property of $3,232,132 in fiscal 1998. Excluding these gains, operating income totaled $1,070,206 for the fiscal year ended November 30, 1998 largely unchanged from $1,085,050 in fiscal 1997, as a decrease in rental income was offset by reductions in property operating expenses, depreciation and amortization expense and general and administrative expenses-affiliates. Net cash provided by operating activities totaled $865,696 in fiscal 1998, compared with $1,462,013 in fiscal 1997. The decrease primarily reflects the sale of the Maitland Property and a reduction in rent and other receivables.
Primarily as a result of the sale of the Maitland and Swenson Properties, the following categories on the income statement decreased from fiscal 1997 to fiscal 1998: rental income, other income, property operating expense, depreciation and amortization expense and general and administrative expenses - affiliates.
Interest income totaled $275,122 for the fiscal year ended November 30, 1998 compared with $116,728 in fiscal 1997. The increase reflects the Partnership's higher average cash balance in the first quarter of fiscal 1998 due to proceeds received from the sale of the Swenson and Maitland Properties.
General and administrative expenses - other, for the fiscal year ended November 30, 1998 totaled $274,713, compared with $255,872 in fiscal 1997. The increase reflects higher legal costs associated with the sale of the Swenson and Maitland Properties, and an increase in partnership non-affiliate servicing fees.
As of November 30, 1998, the occupancy level at Two Financial Centre was 84%.
Item 8.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for the year ended November 30, 1998 filed as an exhibit under Item 14.
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 and directors. Real Estate Services VII, Inc. and HS Advisors III, Ltd., 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.
The directors and executive officers of Real Estate Services VII, Inc. and HS Advisors III, Ltd., are listed respectively below:
Real Estate Services VII, Inc. - ------------------------------ Real Estate Services VII, Inc., formerly known as Hutton Real Estate Services VII, Inc., is a Delaware corporation formed on August 2, 1982 and is an indirect, wholly-owned subsidiary of Lehman Brothers Inc. ("Lehman"). See the section captioned "Certain Matters Involving Affiliates" below for a description of the sale of certain of Shearson Lehman Brothers, Inc.'s ("Shearson") domestic retail brokerage and asset management businesses to Smith Barney, Harris Upham & Co. Incorporated, which resulted in a change in the general partner's name. The names and ages of, as well as the positions held by, the directors and executive officers of Real Estate Services VII, Inc. are set forth below. There are no family relationships between any officer or director and any other officer or director.
Certain officers and directors of Real Estate Services VII, Inc. are now serving (or in the past have served) as officers and 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 such real estate is located and, consequently, the partnerships sought the protection of the bankruptcy laws to protect the partnership's assets from loss through foreclosure.
Name Office ---- ------ Michael T. Marron Director, President and Chief Financial Officer Rocco F. Andriola Director, Vice President
Michael T. Marron, 36, is a Vice President of Lehman Brothers and has been a member of the Diversified Asset Group since 1990 where he has actively managed and restructured a diverse portfolio of syndicated limited partnerships. Prior to joining Lehman Brothers, Mr. Marron was associated with Peat Marwick Mitchell & Co. serving in both its audit and tax divisions from 1985 to 1989. Mr. Marron received a B.S. degree from the State University of New York at Albany and an M.B.A. degree from Columbia University and is a Certified Public Accountant.
Rocco F. Andriola, 41, is a Managing Director of Lehman Brothers in its Diversified Asset Group and has held such position since October 1996. Mr. Andriola also serves as the Director of Global Corporate Services for Lehman. Since joining Lehman in 1986, Mr. Andriola has been involved in a wide range of restructuring and asset management activities involving real estate and other direct investment transactions. From June 1991 through September 1996, Mr. Andriola held the position of Senior Vice President in Lehman's Diversified Asset Group. From June 1989 through May 1991, Mr. Andriola held the position of First Vice President in Lehman's Capital Preservation and Restructuring Group. From 1986 to 1989, Mr. Andriola served as a Vice President in the Corporate Transactions Group of Shearson Lehman Brothers' office of the general counsel. Prior to joining Lehman, Mr. Andriola practiced corporate and securities law at Donovan Leisure Newton & Irvine in New York. Mr. Andriola received a B.A. from Fordham University, a J.D. from New York University School of Law, and an LL.M in Corporate Law from New York University's Graduate School of Law.
HS Advisors III, Ltd. - --------------------- HS Advisors III, Ltd. is a California limited partnership formed on August 11, 1982, the sole general partner of which is Hogan Stanton Investment, Inc. ("HS Inc."), a wholly-owned subsidiary of Goodman Segar Hogan, Inc. ("GSH"). The names and ages of, as well as the positions held by, the directors and executive officers of HS Inc. are as set forth below. There are no family relationships between or among any officer and any other officer or director.
Name Office ---- ------ Mark P. Mikuta President Julie R. Adie Vice President, Secretary and Treasurer
Mark P. Mikuta, 46, is Senior Vice President of Goodman Segar Hogan, Inc. and is Vice President and Controller of Dominion Capital, Inc., a wholly-owned subsidiary of Dominion Resources. Mr. Mikuta joined Dominion Resources in 1987. Prior to joining Dominion Resources, he was an internal auditor with Virginia Commonwealth University in Richmond, Virginia from 1980 - 1987 and an accountant with Coopers & Lybrand from 1977 - 1980. Mr. Mikuta earned a Bachelor of Science degree in accounting from the University of Richmond in 1977. He is a Certified Public Accountant (CPA) and Certified Financial Planner (CFP) in the state of Virginia and a member of the American Institute of Certified Public Accountants.
Julie R. Adie, 45, is a Vice President of Goodman Segar Hogan, Inc. and Senior Vice President of Goodman Segar Hogan Hoffler, L.P. ("GSHH"). She is responsible for investment management of a commercial real estate portfolio for the company's Asset Management Division. Prior to GSH, Ms. Adie was an asset manager with Aetna Real Estate Investors from 1986 to 1988. Ms. Adie practiced as an attorney from 1978 through 1984 and is currently a member of the Virginia Bar Association. She holds a B.A. degree from Duke University, a Juris Doctor from University of Virginia and an M.B.A. from Dartmouth College.
Certain Matters Involving Affiliates - ------------------------------------ On July 31, 1993 Shearson Lehman Brothers Inc. sold certain of its domestic retail brokerage and asset management businesses to Smith Barney, Harris Upham & Co. Incorporated ("Smith Barney"). Subsequent to the sale, Shearson Lehman Brothers Inc. changed its name to Lehman Brothers Inc. The transaction did not affect the ownership of the General Partners. However, the assets acquired by Smith Barney included the name "Hutton." Consequently, Hutton Real Estate Services VII, Inc., a General Partner, changed its name to Real Estate Services VII, Inc. Additionally, effective August 3, 1995, the Partnership changed its name to Commercial Properties 2, L.P., to delete any reference to "Hutton."
On August 1, 1993, GSH transferred all of its leasing, management and sales operations to Goodman Segar Hogan Hoffler, L.P., a Virginia limited partnership ("GSHH"). On that date, the leasing, management and sales operations of a portfolio of properties owned by the principals of Armada/Hoffler ("HK") were also obtained by GSHH. The General Partner of GSHH is Goodman Segar Hogan Hoffler, Inc., a Virginia corporation ("GSHH Inc."), which has a 1% interest in GSHH. The stockholders of GSHH Inc. are GSH with a 62% interest and H.K. Associates, L.P., an affiliate of HK, with a 38% interest. The remaining interests in GSHH are limited partnership interests owned by GSH, HK and 23 employees of GSHH. On September 28, 1998 GSH sold its general partner and limited partner interests in GSHH to The St. Joe Company, an unaffiliated company. The transactions did not affect the ownership of the General Partners.
Item 11.
Item 11. Executive Compensation
Neither of the General Partners nor any of their directors and officers received any compensation from the Registrant. See Item 13 below with respect to a description of certain transactions of the General Partners and their affiliates with the Registrant.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners -----------------------------------------------
No person (including any "group" as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) is known to the Registrant to be the beneficial owner of more than five percent of the outstanding Units as of November 30, 1999.
(b) Security Ownership of Management --------------------------------
No officer or director of the General Partners beneficially owned or owned of record directly or indirectly any Units of the Registrant as of November 30, 1999.
(c) Changes In Control ------------------
None.
Item 13.
Item 13. Certain Relationships and Related Transactions
Pursuant to the Certificate and Agreement of Limited Partnership of the Registrant, $10,551 of the Registrant's net income was allocated to the General Partners ($5,275 to RE Services and $5,276 to HS Advisors) for the year ended November 30, 1999. 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 material contained on pages 75 through 78 of the Prospectus of Registrant dated June 3, 1983 (the "Prospectus"), contained in Amendment No. 2 to Registrant's Registration Statement No. 2-79072, under the section captioned "Profits and Losses and Cash Distributions," which section is incorporated herein by reference thereto.
The Registrant may enter into one or more property management agreements with GSH pursuant to which GSH will provide certain property management services with respect to the Property owned by the Registrant or its joint venture. Services with respect to which GSH is entitled to receive a management fee are described under the section captioned "Investment Objectives and Policies - Management of Properties" on page 36 of the Prospectus, which section is incorporated herein by reference thereto.
Pursuant to Section 12(g) of the Registrant's Certificate and Agreement of Limited Partnership, the General Partners and certain of their affiliates may be reimbursed by the Registrant for certain costs as described on page 16 of the Prospectus, which description is incorporated herein by reference thereto. During 1999 and 1998, certain administrative expenses incurred in servicing the Partnership, which were voluntarily absorbed by affiliates of Real Estate Services VII, Inc. in prior periods, were reimbursed to Real Estate Services VII, Inc. and its affiliates to the extent permitted by the Partnership Agreement. Disclosure relating to amounts paid to the General Partners or their affiliates during the past three years is incorporated herein by reference to Note 4 "Transactions with Related Parties" of Notes to the Consolidated Financial Statements contained in the Partnership's Annual Report to Unitholders for the year ended November 30, 1999, filed as an exhibit under Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8K
(a) The following documents are filed as part of this report:
Page Number ------ (1) Financial Statements:
Consolidated Balance Sheets - At November 30, 1999 and 1998....(2)
Consolidated Statements of Partners' Capital (Deficit) - For the years ended November 30, 1999, 1998 and 1997.........(2)
Consolidated Statements of Operations - For the years ended November 30, 1999, 1998 and 1997.........(3)
Consolidated Statements of Cash Flows - For the years ended November 30, 1999, 1998 and 1997.........(4)
Notes to the Consolidated Financial Statements..............(5-10)
(2) Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation........F-1
No other schedules are presented because either the information is not applicable or is included in the consolidated financial statements or notes thereto.
(1) Incorporated by reference to the Partnership's Annual Report to Unitholders for the year ended November 30, 1999, which is filed as an exhibit under Item 14.
(a)(3) See Exhibit Index contained herein.
(4)(A) Certificate and Agreement of Limited Partnership (included as, and incorporated herein by reference to, Exhibit A to the Prospectus of Registrant dated June 3, 1983, contained in Amendment No. 2 to the Registration Statement, No. 2-79072, of Registrant filed June 1, 1983).
(4)(B) Subscription Agreement and Signature Page (included as, and incorporated herein by reference to, Exhibit 3.1 to Amendment No. 1 to Registration Statement No. 2-79072 of Registrant filed May 25, 1983).
(10)(A) Funding Commitment relating to Maitland Center Office Building C, and the exhibits thereto (included as, and incorporated herein by reference to, Exhibit (10)(A) to the Registrant's Annual Report on Form 10-K filed February 28, 1984).
(10)(B) Agreement for Purchase and Sale relating to Quorum I Office Building, and the exhibits thereto (included as, and incorporated herein by reference to, Exhibit 28 to the Registrant's Current Report on Form 8-K filed on or about February 22, 1984).
(10)(C) Agreements relating to Maryland Trade Center Building II (included as, and incorporated herein by reference to, Exhibit (10)(C) to the Registrant's Annual Report on Form 10-K filed February 28, 1985 (the "1984 Annual Report").
(10)(D) Funding Commitment relating to Swenson Business Park - Building C (included as, and incorporated herein by reference to, Exhibit (10)(D) to the 1984 Annual Report).
(10)(E) Agreements relating to Two Financial Centre Office Building (included as, and incorporated herein by reference to, Exhibit (10)(E) to the 1984 Annual Report).
(13) Annual Report to the Unitholders for the year ended November 30, 1999.
(23) Consent of Independent Auditors.
(27) Financial Data Schedule.
(28) Portions of Prospectus of Registrant dated June 3, 1983 (included as, and incorporated herein by reference to, Exhibit (28) to the Registrant's Annual Report on Form 10-K filed February 27, 1988).
(b)(3) Reports on Form 8-K: -------------------
No reports on Form 8-K were filed during the three months ended November 30, 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COMMERCIAL PROPERTIES 2, L.P.
BY: HS Advisors III, Ltd. General Partner
BY: Hogan Stanton Investment, Inc. General Partner
Date: February 29, 2000 BY: /s/Mark P. Mikuta ----------------- Name: Mark P. Mikuta Title: President
BY: Real Estate Services VII, Inc. General Partner
Date: February 29, 2000 BY: /s/Michael T. Marron -------------------- Name: Michael T. Marron Title: Director, President and Chief Financial Officer
SIGNATURES
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 Partnership in the capabilities and on the dates indicated.
REAL ESTATE SERVICES VII, INC. A General Partner
Date: February 29, 2000 BY: /s/Michael T. Marron -------------------- Name: Michael T. Marron Title: Director, President and Chief Financial Officer
Date: February 29, 2000 BY: /s/Rocco F. Andriola -------------------- Name: Rocco F. Andriola Title: Director, Vice President
SIGNATURES
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 Partnership in the capabilities and on the dates indicated.
HS ADVISORS III, LTD. A General Partner
Date: February 29, 2000 BY: /s/Mark P. Mikuta ----------------- Name: Mark P. Mikuta Title: President of Hogan Stanton Investment, Inc., as general partner of HS Advisors III, Ltd.
Date: February 29, 2000 BY: /s/Julie R. Adie ---------------- Name: Julie R. Adie Title: Vice President and Secretary and Treasurer of Hogan Stanton Investment, Inc., as general partner of HS Advisors III, Ltd.