Norwest Corporation and Subsidiaries, Successor in Interest to United Banks of Colorado, Inc., and Subsidiaries, et al. - Page 21

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               investor).                                                             
               Eastdil Realty prepared a report dated July 16, 1984,                  
          entitled “Report to the United Banks of Colorado on One, Two and            
          Three United Bank Centers and the Atrium Commitment” (the Eastdil           
          report), which was reviewed by the Committee at its meeting of              
          September 24, 1984.  An observation made in the Eastdil report              
          provides:                                                                   
                    Construction of the atrium will inhibit the Bank                  
               from selling its Broadway-Lincoln property as one unit.                
               This may reduce the proceeds from the sale of the                      
               Bank's property on the block.  In the discussion of the                
               Broadway-Lincoln block below, we conclude the Bank may                 
               be able to get more for its Broadway-Lincoln property                  
               if it is sold as one package rather than if Two and                    
               Three United Bank Center are sold separately.  If the                  
               entire block is sold as a package, the purchaser can                   
               keep the existing buildings, or replace them with a new                
               52-story office tower at some future date.  This                       
               assumes, however, that the atrium is not built.                        
                    If the atrium is built, the remaining ground area                 
               on the Bank's portion of the block is not sufficient to                
               support a 52-story building.  As a result, the block is                
               no longer as attractive a development site, and as such                
               will probably not command as high a sales price.                       
               In addition, the Eastdil report estimated that the present             
          value of the net cash flow that would be generated by the retail            
          operations planned for the Atrium was $2.7 million.  The report             
          noted that, although optimistic, the present value of the net               
          cash flow that could be generated from adding 39,000 square feet            
          of additional retail space “by opening the second and third                 
          floors of Three United Bank Center to retail and building Two               
          United Bank Center out at the ground level to the sidewalk on all           
          sides and on the second floor” could be as high as $6.9 million.            



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