CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. Except as otherwise indicated, information contained in this Section 9 is based upon documents and reports publicly filed by the Partnership with the Commission.
CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. Except as otherwise indicated, information contained in this Section 9 is based upon documents and reports publicly filed by the Partnership with the Commission. Although the Purchaser has no information that any statements contained in this Section 9 are untrue, the Purchaser cannot take responsibility for the accuracy or completeness of any information contained in this Section 9 which is derived from such public documents, or for any failure by the Partnership to disclose events which may have occurred and may affect the significance or accuracy of any such information but which are unknown to the Purchaser.
CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. Information included herein concerning the Partnership is derived from the Partnership and its publicly filed reports. Additional financial and other information concerning the Partnership is contained in the Partnership's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Commission. Such reports and other documents may be examined and copies may be obtained from the public reference facilities maintained at the principal offices of the Commission at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, at the regional offices of the Commission located at 0 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 xxx 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, and at the Commission's World Wide Web site at xxxx://xxx.xxx.xxx. Copies should be available by mail upon payment of the Commission's customary charges by writing to the Commission's principal offices at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The Purchaser did not prepare any information included in such reports and extracted in this Offer to Purchase and the Purchaser makes no representation as to the accuracy or completeness of such information. The Partnership's Assets and Business The Partnership is a limited partnership formed in 1995, under the laws of the State of Delaware. Its principal executive offices are located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Its telephone number is (212) 421-5333. The Partnership's fiscal year ends March 31st. The Partnership was formed to invest, as a limited partner, in other limited partnerships (referred to herein as "Local Partnerships" or "Subsidiary Partnerships") each of which owns one or more leveraged low-income multifamily residential complexes ("Apartment Complexes") that are eligible for the low-income housing tax credit ("Housing Tax Credit") enacted in the Tax Reform Act of 1986, some of which are eligible for the historic rehabilitation tax credit ("Historic Tax Credit"). Some of the Apartment Complexes benefit from one or more other forms of federal or state housing assistance. Except for the interest owned by the Partnership in one Local Partnership (where the Partnership owns 58.12% of the partnership interests), the Partnership's investment in each Local Partnership represents from 95% to 99.89% of the partnership interests in each Local Partnership. According to the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 (the "Form 10-Q"), as...
CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. The Partnership is a Delaware limited partnership that commenced operations on September 30, 1987. PWDC Holding Company (the "Manager") is the general partner of PaineWebber Technologies II, L.P., which is the general partner (the "General Partner") of the Partnership. PWDC Holding Company is a wholly owned subsidiary of PaineWebber Development Corporation ("PWDC"), an indirect wholly- owned subsidiary of PaineWebber Group Inc. ("PWG"). According to the prospectus dated July 16, 1987, the General Partner was to seek to obtain substantial returns for investors over six to eight years through the development and commercialization of new products (the "Projects"). The Partnership 10-Q states that the principal objective of the Partnership is to provide long-term capital appreciation to investors through investing in the development and commercialization of new products. The Partnership will terminate on December 31, 2012, unless its term is extended or reduced by the General Partner. The Partnership has completely funded its ten Projects at an aggregate investment of $65.2 million. Only three of the ten Projects, those with Centocor, Inc. ("Centocor"), Genzyme Corporation ("Genzyme") and Synergen, Inc. ("Synergen"), are currently ongoing programs. The remaining seven Projects have terminated. PharmaInvest believes that approximately 92% of the value of the Partnership is comprised of its ReoPro CPRs. CENTOCOR PARTNERS III, L.P. - REOPRO CPRS On January 31, 1997, pursuant to the provisions of the Partnership Purchase Option Agreement between Centocor and each limited partner of Centocor Partners III, L.P. ("CPIII"), Centocor exercised its option to purchase the limited partnership interests of CPIII, including those owned by the Partnership. The Partnership received a one-time payment of $3,325,000 and ReoPro Contingent Payment Rights ("CPRs") which entitle the Partnership to receive future payments based on sales of ReoPro, a pharmaceutical drug developed by CPIII and marketed by Centocor, Inc. and Xxx Xxxxx & Co. ("Lilly"). The Partnership owns 22 Class A CPRs (out of a total of 431.5 Class C CPRs) and all of the Class C CPRs (consisting of 111 Class C CPRs). ReoPro royalty payments will continue for 9 more years and will cease after the payment related to ReoPro sales in the fourth quarter of 2007. ReoPro, is a monoclonal antibody that blocks the function of platelets. The drug was initially developed for use in conjunction with high-risk angioplasty in ord...
CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. The Partnership is subject to the information reporting requirements of the Exchange Act and is required to file reports and other information with the Commission relating to its business, financial results and other matters. Such reports and other documents may be examined and copies may be obtained from the offices of the Commission at 450 Fifth Street, N.W., Wasxxxxxxx, X.X. 00000, xx xxxxxxxxxxxxxx xx xxtp://www.sec.gov. Copies xxxxxx xx xxxxxxxle by mail upon payment of the Commission's customary charges by writing to the Commission's principal offices at 450 Fifth Street, N.W., Wasxxxxxxx, X.X. 00000.
CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. In the first quarter of 1999, occupancy rates for the Properties declined from the historically high levels achieved in 1998 of between 99% and 100% as of December 31, 1998 to approximately 94% (in the case of the Hannibal Grove Apartments), 97% (in the case of the Brookeville Apartments) and 97.5% (in the case of the Dorsey's Forge Apartments) xx xx March 31, 1999. Moreover, the managing agent for the Properties (an affiliate of the General Partners and the Purchaser) (the "Property Manager") granted increased rental concessions to tenants in order to achieve these occupancy rates. The Property Manager believes that this decline in occupancy rates is attributable to significantly increased competition resulting from newly constructed or renovated housing entering the markets served by the Properties, a trend that the Property Manager believes is expected to continue over the next several years. In Columbus, Ohio, approximately 8,600 new units have been constructed in the past eighteen months or are currently under construction, and in Columbia, Maryland, approximately 961 newly renovated units have entered the market in the past year, with an additional 974 units currently undergoing renovation. In March 1999, the Property Manager prepared a capital improvement plan (the "Capital Plan") setting forth capital improvements that it believes a third party purchaser of the Properties would regard as necessary to maintain the Properties' current occupancy and rent levels (subject to inflationary increases), in light of the increased competition in the markets served by the Partnership. These capital improvements include interior rehabilitation, replacement of windows, roofs, piping and HVAC systems, as well as improvements to parking lots, landscaping and exterior painting (collectively, the "Improvements"). The aggregate cost of implementing the Capital Plan is estimated to be approximately $10,000,000. The Property Manager has advised the Purchaser that in view of the new or newly renovated housing alternatives in the areas served by the Properties, the current occupancy rates enjoyed by the Properties may not be sustained unless the Capital Plan is implemented, particularly since many of the newer residential units will have amenities such as fitness centers, tennis courts and swimming pools that the Properties do not. The General Partners have not yet determined the Partnership's response to the challenges presented by these market developments. However, th...
CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. Information included herein concerning the Partnership is derived from the Partnership's publicly-filed reports. The Partnership is subject to the information and reporting requirements of the Exchange Act and in accordance therewith is required to file reports and other information with the Commission relating to its business, financial condition and other matters. Such reports and other information, including the Partnership's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, are available on the Commission's electronic data gathering and retrieval (XXXXX) system at its internet web site at xxxx://xxx.xxx.xxx, may be inspected at the public reference facilities maintained by the Commission at Room 0000, Xxxxxxxxx Xxxxx, 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, and are available for inspection and copying at the regional offices of the Commission located in Northwestern Atrium Center, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 and at 0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Copies of such material can also be obtained from the Public Reference Room of the Commission in Washington, D.C. at prescribed rates. The Purchaser disclaims any responsibility for the information included in such reports and extracted in this Offer to Purchase.
CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. Except as otherwise indicated, information contained in this Section 9 is based upon documents and reports publicly filed by the Partnership with the Commission. The Partnership was organized on January 23, 1986 under the laws of the State of South Carolina. Its principal executive offices are located at 00 Xxxxxxx Place, P.O. Box 1089, Greenville, South Carolina 29602, and its telephone number at that address is (000) 000-0000. The Partnership's primary business is real estate ownership and related operations. The Partnership was formed for the purpose of making investments in various types of real properties which offered capital appreciation and cash distributions to Limited Partners. The general partners of the Partnership are the General Partner and X. Xxxxxx Xxxx, Jr., who is not affiliated with the Purchaser. X. Xxxxxx Xxxx, Jr. is not involved in the day to day operations of the Partnership nor was he involved in the decision by the Purchase to make the Offer. The Partnership's investment portfolio currently consists of two residential apartment complexes and a retail shopping center which are owned in fee subject to first mortgages. The Partnership's properties are more fully described in the following table: Property Location Use Size -------- -------- --- ---- The Gallery - Huntsville Huntsville, Alabama Retail Shopping Center Approximately 101,00 s.f. Governor's Park Apartments Little Rock, Arkansas Apartment 154 units Twin Lakes Apartments Palm Harbor, Florida Apartment 262 units
CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. 8 General................................................................8
CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. The Partnership is subject to the information reporting requirements of the Exchange Act and is required to file reports and other information with the Commission relating to its business, financial results and other matters. However, the Partnership has not complied with its periodic reporting requirements since filing its quarterly report on Form 10-Q for the fiscal quarter ended November 30, 2004. The last annual report on Form 10-K filed by the Partnership was for the fiscal year ended February 29, 2004. Such reports and other documents may be examined and copies may be obtained from the offices of the Commission at 450 Fifth Street, N.W., Xxxxxxxxxx, X.X. 00000, xx xxxxxxxxxxxxxx xx xttp://www.sec.gov. Copies xxxxxx xx xxxxxxxle by mail upon payment of the Commission's customary charges by writing to the Commission's principal offices at 450 Fifth Street, N.W., Wasxxxxxxx, X.X. 00000.
