Epic Associates 84-III, William C. Griffith, Jr. - Page 6




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             83 offering memorandum).  The 83 offering memorandum states              
             that persons who purchased class B units would be admitted               
             to EA 83-XII as limited partners commencing September 1,                 
             1983.                                                                    
                  The 83 offering memorandum states that the limited                  
             partners' contributions would be used primarily to fund                  
             operating deficits of the partnership.  The 83 offering                  
             memorandum includes the following summary of EA 83-XII's                 
             anticipated sources and uses of the proceeds of the                      
             offering:                                                                
             Sources                                   Amount  Percent                
             Proceeds from sale of class A unit      $90,000   1.66                   
             Proceeds from sale of class B units     957,500    17.68                 
             Capital contribution of general partner 10,581   0.19                    
             First mortgage loans                    3,706,150 68.38                  
             Builder rebate [referred to herein      655,319  12.09                   
             as rental deficit contribution]                                          
                                                     5,419,550 100.00                 
             Uses                                                                     
             Purchase price of homes            1 3,901,550    71.98                  
             Sales commissions to broker/dealers83,800   1.55                         
             [8% of the price paid for each unit]                                     
             Escrows and prepaid insurance           20,370   0.38                    
             First mortgage loan origination fees    148,246   2.73                   
             Organization fee to general partner     41,900    0.77                   
             [4% of the price paid for each unit]                                     
             Estimated cash-flow deficits through                                     
             April 15, 1983                          58,350    1.08                   
             Available for cash-flow deficits        1,165,334  21.51                 
                                                     5,419,550 100.00                 
             Note:  Footnotes omitted.                                                
             1This amount is $255 more than the actual purchase price, $3,901,295.    

             As set forth above, it was anticipated that $58,350 of the               
             proceeds of the offering would be offset by cash-flow                    






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