FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended by 34-32231, eff. 6/3/93.)
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period.........to.........
Commission file number 0-10255
SHELTER PROPERTIES I LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
South Carolina 57-0707398
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (803) 239-1000
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
September 30, 1995
<S>
Assets <C> <C>
Cash:
Unrestricted $ 634,448
Restricted--tenant security deposits 130,359
Investments 281,448
Accounts receivable 8,280
Escrow for taxes and insurance 196,825
Restricted escrows 346,099
Other assets 165,196
Investment properties:
Land $ 1,427,508
Buildings and related personal property 17,485,757
18,913,265
Less accumulated depreciation (12,129,869) 6,783,396
$ 8,546,051
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 88,318
Tenant security deposits 131,395
Accrued taxes 123,370
Other liabilities 291,453
Mortgage notes payable 9,427,408
Partners' Capital
General partners $ (54,529)
Limited partners (15,000 units
issued and outstanding) (1,461,364) (1,515,893)
$ 8,546,051
</TABLE>
[FN]
See Accompanying Notes to Financial Statements
b) SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Rental income $1,081,323 $1,064,903 $3,240,275 $3,140,713
Other income 59,633 48,360 159,852 170,579
Total revenues 1,140,956 1,113,263 3,400,127 3,311,292
Expenses:
Operating 307,881 353,120 963,533 1,019,903
General and administrative 88,170 25,980 247,679 75,646
Property management fees 56,324 53,464 168,367 161,090
Maintenance 186,164 282,800 418,690 524,181
Depreciation 188,284 196,679 550,404 571,661
Interest 240,096 246,683 724,350 760,508
Property taxes 59,077 58,624 185,787 184,854
Total expenses 1,125,996 1,217,350 3,258,810 3,297,843
Extraordinary loss on
extinguishment of debt -- -- -- (56,227)
Net income (loss) $ 14,960 $ (104,087) $ 141,317 $ (42,778)
Net income (loss) allocated
to general partners (1%) $ 149 $ (1,041) $ 1,413 $ (428)
Net income (loss) allocated
to limited partners (99%) 14,811 (103,046) 139,904 (42,350)
$ 14,960 $ (104,087) $ 141,317 $ (42,778)
Net income (loss) per limited
partnership unit $ .99 $ (6.87) $ 9.33 $ (2.82)
</TABLE>
[FN]
See Accompanying Notes to Financial Statements
c) SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital
contributions 15,000 $ 2,000 $15,000,000 $15,002,000
Partners' deficit at
December 31, 1994 15,000 $(54,442) $(1,452,768) $(1,507,210)
Distributions paid -- (1,500) (148,500) (150,000)
Net income for the nine months
ended September 30, 1995 -- 1,413 139,904 141,317
Partners' deficit at
September 30, 1995 15,000 $(54,529) $(1,461,364) $(1,515,893)
</TABLE>
[FN]
See Accompanying Notes to Financial Statements
d) SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 141,317 $ (42,778)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 550,404 571,661
Amortization of discounts and loan costs 90,049 88,357
Extraordinary loss on extinguishment of debt -- 56,227
Change in accounts:
Restricted cash (5,053) (12,639)
Accounts receivable 984 (7,861)
Escrows for taxes and insurance (69,468) (84,360)
Other assets (3,844) (5,258)
Accounts payable (13,931) 10,434
Tenant security deposit liabilities 6,890 12,811
Accrued taxes 123,370 34,115
Other liabilities (6,569) (41,006)
Net cash provided by operating activities 814,149 579,703
Cash flows from investing activities:
Property improvements and replacements (211,821) (164,566)
Cash invested in short-term investments (1,334,760) --
Cash received from matured investments 1,457,544 513,478
Deposits to restricted escrows (49,276) (126,388)
Receipts from restricted escrows 31,869 39,631
Net cash (used in) provided by
investing activities (106,444) 262,155
Cash flows from financing activities:
Payments on mortgage notes payable (269,328) (246,015)
Distributions paid (156,998) --
Repayment of mortgage notes payable -- (2,068,843)
Proceeds from refinancing -- 2,074,000
Loan costs -- (54,334)
Debt extinguishment costs -- (21,038)
Net cash used in financing activities (426,326) (316,230)
Net increase in cash 281,379 525,628
Cash at beginning of period 353,069 211,257
Cash at end of period $ 634,448 $ 736,885
Supplemental disclosure of cash flow information:
Cash paid for interest $ 635,369 $ 675,747
</TABLE>
[FN]
See Accompanying Notes to Financial Statements
e) SHELTER PROPERTIES I LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the Corporate General Partner, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three and
nine month periods ended September 30, 1995, are not necessarily indicative of
the results that may be expected for the fiscal year ending December 31, 1995.
For further information, refer to the financial statements and footnotes thereto
included in the Partnership's annual report on Form 10-KSB for the year ended
December 31, 1994.
Certain reclassifications have been made to the 1994 information to conform to
the 1995 presentation.
Note B - Reconciliation of Cash Flows
The following is a reconciliation of the subtotal on the accompanying
statements of cash flows captioned "net cash provided by operating activities"
to "net cash used in operations", as defined in the partnership agreement.
However, "net cash used in operations" should not be considered an alternative
to net income as an indicator of the Partnership's operating performance or to
cash flows as a measure of liquidity.
For the Nine Months Ended
September 30,
1995 1994
Net cash provided by operating activities $ 814,149 $ 579,703
Payments on mortgage notes payable (269,328) (246,015)
Property improvements and replacements (211,821) (164,566)
Change in restricted escrows, net (17,407) (86,757)
Changes in reserves for net operating
liabilities (32,379) 93,764
Additional reserves (285,000) (216,000)
Net cash used in operations $ (1,786) $ (39,871)
In 1995 and 1994, the Corporate General Partner believed it to be in the best
interest of the Partnership to reserve an additional $285,000 and $216,000,
respectively, to fund continuing capital improvements at the four properties.
Note C Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Corporate General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following transactions with
Insignia Financial Group, Inc. and affiliates were charged to expense in 1995
and 1994:
For the Nine Months Ended
September 30,
1995 1994
Property management fees $168,367 $161,090
Data processing services 8,658 8,658
Marketing services 2,485 4,661
Reimbursement for services of affiliates 36,615 29,611
The Partnership insures its properties under a master policy through an
agency and insurer unaffiliated with the Corporate General Partner. An
affiliate of the Corporate General Partner acquired, in the acquisition of a
business, certain financial obligations from an insurance agency which was later
acquired by the agent who placed the current year's master policy. The current
agent assumed the financial obligations to the affiliate of the Corporate
General Partner, who receives payments on these obligations from the agent.
The amount of the Partnership's insurance premiums accruing to the benefit of
the affiliate of the Corporate General Partner by virtue of the agent's
obligations is not significant.
Note D - Mortgage Notes Payable
On May 11, 1994, the Partnership refinanced the mortgage encumbering Rome
Georgian Apartments. The refinancing replaced indebtedness on Rome Georgian
Apartments in the amount of $2,076,028 of which $2,068,843 was principal and
$7,185 was interest. The debt refinanced carried a stated interest rate of
11.37% and had a maturity date of January 1, 2001. The new mortgage
indebtedness of $2,074,000, which carries a stated interest rate of 9.36% is
amortized over 24 years with a balloon payment due on June 1, 2004. Total
capitalized loan costs incurred were $54,334 and are being amortized over the
life of the loan. The early extinguishment of debt resulted in a loss of
$56,227 arising from unamortized loan costs of $35,189 and prepayment penalties
of $21,038.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of four apartment
complexes. The following table sets forth the average occupancy of the
properties for the nine months ended September 30, 1995 and 1994:
Average
Occupancy
Property 1995 1994
Quail Hollow Apartments
West Columbia, South Carolina 94% 94%
Windsor Hills Apartments
Blacksburg, Virginia 96% 95%
Rome Georgian Apartments
Rome, Georgia 91% 90%
Stone Mountain West Apartments
Stone Mountain, Georgia 97% 96%
The Partnership's net income for the nine months ended September 30, 1995,
was $141,317 with the third quarter having net income of $14,960. The
Partnership reported net losses of $42,778 and $104,087 for the corresponding
periods of 1994. The change from net loss to net income in 1995 is primarily due
to a decrease in maintenance expense resulting from renovations at Rome Georgian
in 1994 as required by the refinancing. In connection with this refinancing,
the Partnership reported an extraordinary loss on extinguishment of debt in 1994
with no such loss in 1995. Also contributing to the increase in net income was
the increase in rental income due to increased occupancy and periodic rental
rate increases at the Partnership's four investment properties. In addition,
the operating expenses decreased due to a reduction in advertising costs and
concessions caused by more favorable market conditions in 1995. Offsetting the
above is an increase in general and administrative expenses due to increased
legal expenses associated with the lawsuits disclosed in the Legal Proceedings
section below, as well as increased professional expenses in connection with
the tender offers.
As part of the ongoing business plan of the Partnership, the Corporate
General Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expenses. As part of this plan, the Corporate General Partner attempts to
protect the Partnership from the burden of inflation-related increases in
expenses by increasing rents and maintaining a high overall occupancy level.
However, due to changing market conditions, which can result in the use of
rental concessions and rental reductions to offset softening market conditions,
there is no guarantee that the Corporate General Partner will be able to sustain
such a plan.
At September 30, 1995, the Partnership had unrestricted cash of $634,448 as
compared to $736,885 at September 30, 1994. Net cash provided by operating
activities increased primarily as a result of an increase in net income as
discussed above. In addition, changes in accrued taxes due to the timing of the
payment of Quail Hollow's real estate taxes also contributed to the increase.
The change from cash provided by investing activities to cash used in investing
activities is due to the maturity of investments with no accompanying
reinvestment activity in 1994 in preparation for the refinancing of Rome
Georgian's mortgage. Net cash used in financing activities increased due to
the Partnership making distributions during the first three months of 1995
while no distribution was made in 1994. Offsetting this increase slightly
is a decrease in cash used in financing activities due to costs incurred in
1994 with the refinancing of Rome Georgian Apartments' mortgage with no such
use of cash in 1995.
The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of $9,427,408, net of discount, is amortized over varying
periods with required balloon payments ranging from November 15, 2002, to
May 1, 2006, at which time the properties will either be refinanced or sold.
Future cash distributions will depend on the levels of cash generated from
operations, property sales, and the availability of cash reserves. No cash
distributions were paid in 1994. However, a distribution was paid in 1995 on
behalf of the partners to the State of South Carolina related to the taxable
income from Quail Hollow which was accrued at December 31, 1994. During the
first nine months of 1995 distributions in the amount of $150,000 were declared
and paid.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The general partner responsible for management of the Partnership's business
is Shelter Realty Corporation, a South Carolina corporation (the "Corporate
General Partner"). The only other general partner of the Partnership, N. Barton
Tuck, Jr. is effectively prohibited by the Partnership's partnership agreement
(the "Partnership Agreement") from participating in the management of the
Partnership. The Corporate General Partner is an indirect subsidiary of
Insignia Financial Group, Inc. ("Insignia"). The directors and officers of the
Corporate General Partner also serve as executive officers of Insignia.
The Corporate General Partner owns 100 Limited Partnership Units ("Units").
On May 27, 1995, an affiliate of the Corporate General Partner (the "Affiliated
Purchaser") acquired 3,999 Units at a price of $315.00 per Unit pursuant to a
tender offer (the "Affiliate Offer") described below. The Corporate General
Partner and the Affiliated Purchaser are, therefore, entitled to participate in
cash distributions made by the Partnership to its Unit holders. The Partnership
made a cash distribution of $9.90 per Unit in February, 1995, but had not made
cash distributions to Unit holders during the previous four years. The
Corporate General Partner presently expects that the Partnership will seek to
make further cash distributions beginning in 1996. In addition, the Corporate
General Partner is entitled to certain cash distributions in respect of its
general partner interest, and in February 1995 the Corporate General partner
received a cash distribution in respect of such interest of $1,500. Prior to
the February 1995 distribution, the Corporate General Partner had not received
a cash distribution in respect of its general partner interest since 1988.
As a result of the Affiliated Purchaser's acquisition of 26.7% of the
outstanding Units, the Affiliated Purchaser, an affiliate of the Corporate
General Partner and Insignia, may be in a position to significantly influence
any vote of the Unit holders. The Partnership has paid Insignia Management
Group, L.P. ("IMG"), an affiliate of the Corporate General Partner, property
management fees equal to 5% of the Partnership's apartment revenues for property
management services in each of the three years in the period ended December 31,
1994, pursuant to property management agreements. Property management fees paid
to IMG amounted to $194,804, $208,342, and $218,197, respectively, for the three
years ended December 31, 1992, 1993, and 1994 and the Partnership paid IMG
property management fees equal to $168,367 during the first three quarters of
fiscal 1995. Insignia and its affiliates do not receive any fees from the
Partnership for the asset management or partnership administration services they
provide, although Insignia and its affiliates are reimbursed by the Partnership
for the expenses they incur in connection with providing those services. The
Partnership Agreement also provides for reimbursement to the Corporate General
Partner and its affiliates for costs incurred in connection with administration
of the Partnership's activities. Pursuant to these provisions and in addition
to the property management fees referred to above, the Partnership paid the
Corporate General Partner and its affiliates (including the reimbursements to
Insignia and its affiliates in connection with asset management and partnership
administration services) an aggregate of $39,936, $41,556, and $40,117,
respectively, for the three years ended December 31, 1992, 1993, and 1994 and
$36,615 during the first three quarters of fiscal 1995. In 1992, an affiliate
of Insignia assisted an unaffiliated third party engaged by the Partnership in
connection with refinancings of the Partnership's properties, and received
$45,844 from the third party for providing such assistance. In addition, at
various times during the past three fiscal years an affiliate of Insignia has
held a promissory note or preferred stock issued by an unaffiliated company
that provides insurance brokerage services to the Partnership.
The terms of the Affiliated Purchaser's financing of the Affiliate Offer may
result in future potential conflicts of interest. The Affiliated Purchaser paid
for the Units it purchased pursuant to the Affiliate Offer with funds provided
by Insignia, and Insignia, in turn, obtained these funds from its working
capital. It is possible, however, that in connection with its future financing
activities, Insignia may cause or request the Affiliated Purchaser to pledge
its Units as collateral for loans, or otherwise agree to terms which provide
Insignia and the Affiliated Purchaser with incentives to generate substantial
near-term cash flow from the Affiliated Purchaser's investment in the Units.
In such a situation, the Corporate General Partner may experience a conflict of
interest in seeking to reconcile the best interests of the Partnership with the
need of its affiliates for cash flow from the Partnership's activities.
On April 27, 1995, the Affiliated Purchaser commenced the Affiliate Offer for
up to 30% of the Units at a price of $315.00 per Unit. The Affiliate Offer
expired on May 26, 1995. On May 27, 1995, an affiliate of the Corporate General
Partner, the Affiliated Purchaser, acquired 3,999 Units at a price of $315.00
per Unit pursuant to the Affiliate Offer. During the Affiliate Offer, Carl C.
Icahn and certain of his associates contacted Insignia about pursuing a variety
of possible transactions on a joint venture basis. During those discussions,
representatives of Insignia advised Mr. Icahn and his representatives that
Insignia did not wish to discourage or prevent any transaction which would
produce additional value for Unit holders. During those conversations, Mr. Icahn
and his representatives expressed a desire to make an equity investment in the
Affiliated Purchaser with a view to sharing in the economic benefits, if any, to
be derived by the Affiliated Purchaser from the Affiliate Offer. The
representatives of Insignia declined to agree to such an arrangement.
Following those discussions, at approximately 6:45 p.m. on Monday, May 22,
1995, the Corporate General Partner received a letter from High River Limited
Partnership ("High River") which stated that High River was commencing, by
public announcement, a cash tender offer for up to approximately 30% of the
outstanding Units at a price of $362.25 per Unit (the "High River Offer").
High River sent similar letters to the Insignia affiliated corporate general
partners of five other limited partnerships. On May 23, 1995, Insignia issued
a press release which announced receipt of the letters.
From 12:00 noon on Tuesday, May 23 through late in the evening of Wednesday,
May 24, the Affiliated Purchaser, Insignia, and High River and their respective
counsel had a series of meetings and telephone conversations to explore a
possible joint venture relationship with respect to various real estate related
investment opportunities, including the Affiliate Offer. Representatives of
High River terminated the discussions. No agreement was reached with respect
to the Affiliated Offer or any other matter.
On the afternoon of Thursday, May 25, 1995, the Corporate General Partner
received a second letter from High River stating that High River had initiated a
tender offer for up to 40% of the outstanding Units at a price of $457.40 per
Unit. High River also issued a press release announcing the High River Offer and
that High River was commencing similar tender offers for units of limited
partnership interest in five other partnerships in which other Insignia
affiliates are the corporate general partners. Upon receiving the letter from
High River, Insignia issued its own press release announcing the terms of the
six High River offers.
Also on May 25, 1995, the Corporate General Partner received a copy of a
Complaint (the "High River Complaint") seeking, among other things, an order
from the United States District Court for the District of Delaware enjoining the
closing of the Affiliate Offer. The High River Complaint related to the
Affiliate Offer and to five other tender offers made by affiliates of Insignia
for units of limited partnership interests in other limited partnerships in
which other affiliates of Insignia are general partners. The High River
Complaint named as defendants the Affiliated Purchaser and each of the Insignia
affiliates making the five other tender offers; the Corporate General Partner
and the five other Insignia-affiliated general partners; and Insignia. The High
River Complaint contained allegations that, among other things, the Affiliated
Purchaser sought to acquire Units at highly inadequate prices, and that the
Affiliate Offer contained numerous false and misleading statements and omissions
of material facts. The alleged misstatements and omissions concerned, among
other things, the true value of the units; the true financial conditions of
the Partnership; the factors affecting the likelihood that properties owned
by the Partnership will be sold or liquidated in the near future; the liquidity
and value of the Units; the limited secondary market for Units; and the true
nature of the market for underlying assets. The High River Complaint also
alleged that the Affiliated Purchaser failed to comply with the requirements of
Rule 13e-4 under the Securities Exchange Act of 1934.
On Friday, May 26, 1995, the United States District Court for the District of
Delaware denied High River's motion for a temporary restraining order to
postpone the closing of the Affiliate Offer. On May 26, 1995, Insignia issued a
press release announcing the Court's decision. High River subsequently
voluntarily withdrew the High River Complaint without prejudice.
On May 26, 1995, High River filed a Schedule 14D-1 relating to the High River
Offer and containing an Offer to Purchase and a related Assignment of
Partnership Interest. The Affiliate Offer expired as scheduled at midnight on
May 26, 1995. As filed on May 26, 1995, the High River Offer was conditioned
upon the Affiliate Offer being extended by at least 10 business days. High
River issued a press release, dated May 26, 1995, announcing that the extension
of the Affiliate Offer for 10 business days would be eliminated as a condition
to the High River Offer. Also on May 26, the Chairman and Chief Executive
Officer of Insignia received a letter from Mr. Icahn. In the letter,
Mr. Icahn accused Insignia of disregarding its "fiduciary responsibilities."
On Friday June 2, the High River Offer to Purchase and the related Assignment
of Partnership Interests were mailed to Unit holders. On Monday, June 5, the
Corporate General Partner delivered a letter to High River which requested that
High River cure certain alleged critical omissions, misstatements, and
deficiencies in the High River Offer by June 7, 1995. On June 7, the Corporate
General Partner received a letter from Mr. Icahn stating that High River does
not agree with the positions taken in the Corporate General Partner's June 5
letter.
On June 8, 1995, the Corporate General Partner commenced an action against
High River and Carl C. Icahn in the United States District Court for the
District of South Carolina. The complaint alleged that the High River Offer
misled Unit holders and violated federal securities laws. The Partnership
sought relief from High River's and Mr. Icahn's actions in the form of an
injunction against the High River Offer, a judgment declaring that the
untrue statements in and omissions from the High River Offer constitute
violations of the federal securities laws, and an order requiring High River
to make appropriate disclosures to correct all of the false and misleading
statements in and omissions from the High River Offer.
The Partnership and the Corporate General Partner recommended that the Unit
holders reject the High River Offer and not tender their Units pursuant to the
High River Offer. The Partnership and the Corporate General Partner stated that
they may reconsider their recommendation if High River makes additional
disclosures to the Unit holders as the Corporate General Partner requested. For
further information, see the Partnership's Solicitation/Recommendation Statement
on Schedule 14D-9 which was filed with the Securities and Exchange Commission
on June 9, 1995.
On June 12, 1995, High River filed an amendment to its Schedule 14D-1
containing a Supplement to its Offer to Purchase. The Supplement amended the
High River Offer to increase the number of Units being sought to all of the
outstanding Units and amended certain disclosures in the Offer to Purchase.
Persons claiming to own Units filed a purported class action and derivative
suit in the United States District Court for the District of South Carolina
seeking, among other things, an order enjoining the Affiliate Offer. On
Thursday, May 18, 1995, the Court denied plaintiffs' motion for a temporary
restraining order postponing the closing of the Affiliate Offer, which expired
as scheduled on May 26, 1995. Counsel for the parties are engaged in settlement
discussions and may continue such discussions.
The Complaint applies to the Affiliate Offer and to five other tender offers
being made by affiliates of Insignia for units of limited partnership interests
in other limited partnerships in which other affiliates of Insignia serve as
general partners. The Complaint names as defendants the Affiliated Purchaser
and each of the Insignia affiliates, including the five other tender offerors;
the Corporate General Partner and five other Insignia-affiliated general
partners; and four individuals who are officers and/or directors of Insignia,
the Corporate General Partner and/or the Affiliated Purchaser. The Complaint
contains allegations that, among other things, the defendants have intentionally
mismanaged the Partnership and the five other Partnerships (collectively the
"Partnerships") and acted contrary to the limited partners' best interests in
order to prolong the lives of the Partnerships and thus continue the revenues
derived by Insignia from the Partnerships while at the same time reducing the
demand for the Partnerships' units in the limited resale market for the units
by artificially depressing the trading prices for the units, in order to create
a favorable environment for the Affiliate Offer and the five other tender
offers. In the Complaint the plaintiffs also allege that in the Affiliate Offer
and the five other tender offers, the Affiliated Purchaser will acquire
effective voting control over the Partnerships at highly inadequate prices,
and that the offers to purchase and related tender offer documents contain
numerous false and misleading statements and omissions of material facts.
The alleged misstatements and omissions concern, among other things, the
advantages to Unit holders of tendering Units pursuant to the Affiliate Offer;
the true value of the Units; the true financial condition of the Partnerships;
the factors affecting the likelihood that properties owned by the Partnerships
will be sold or liquidated in the near future; the liquidity and value of the
Units; the limited secondary market for Units; and the true nature of the
market for underlying assets.
On Friday, June 16, plaintiffs filed an amended complaint which contained
allegations that, among other things, the defendants engaged in a plan by which
they misappropriated the Partnerships' assets and fraudulently induced limited
partners to sell units to the defendants at highly inadequate prices by causing
the Partnerships to take actions that artificially depressed the prices
available for units and by knowingly disseminating false and misleading
statements and omissions of material facts. The plaintiffs alleged that the
defendants breached fiduciary duties and violated federal securities law by
closing the Affiliate Offer and the five other tender offers made by affiliates
of Insignia for units in the other Partnerships with the knowledge that the
limited partners were not aware of the High River Offer. The plaintiffs further
alleged that the defendants, since the close of the Affiliate Offer, had caused
the Partnerships to enter into several wasteful transactions that had no
business purpose or benefit to the Partnerships solely in order to entrench
themselves in their positions of control over the Partnerships, with the effect
of impeding and possibly preventing nonaffiliated entities from making tender
offers that offer higher value to unit holders than defendants paid.
Subsequent to the filing of the lawsuit by the Corporate General Partner
against High River and Carl C. Icahn, the Corporate General Partner and High
River began discussions in an attempt to settle the lawsuit. On Friday,
June 16, 1995, High River issued a press release announcing that the expiration
date of the High River Offer was extended until 12:00 midnight, New York City
time on Wednesday, June 28, 1995, and that High River and the Corporate General
Partner were engaged in settlement discussions.
On Saturday, June 17, the Affiliated Purchaser and Insignia entered into an
agreement with Carl C. Icahn and High River (the "Agreement") and the Corporate
General Partner, among others, entered into a letter agreement with High River
(together with the Agreement, the "Agreements"). The Agreements provide
generally that Insignia would not, and will not cause or permit its affiliates
to, actively oppose the High River Offer, but rather would take a neutral stance
with respect to the High River Offer, except in the case of a competing third
party bid made prior to the expiration of the High River Offer or the occurrence
of any event materially adversely affecting High River Offer. The High River
Offer would proceed in accordance with its terms, as amended, and the Corporate
General Partner would cooperate to facilitate the admission of High River as a
substitute limited partner with respect to any Units High River purchases
pursuant to the High River Offer in accordance with the terms of the Partnership
Agreement and applicable law. The Agreements limit High River's ability to
amend or extend the High River Offer. Apart from purchases made by High River
pursuant to the High River Offer, neither High River nor Insignia nor any of
their respective affiliates would purchase any additional Units pursuant to a
tender offer and can only purchase additional Units from time to time under
certain conditions specified in the Agreements. High River would vote on
certain matters concerning the Partnership as directed by Insignia. In
addition, High River and its affiliates are prohibited from soliciting proxies
with respect to the Partnership or otherwise making proposals concerning the
Partnership directly to other Unit holders. High River and Insignia have
certain buy-sell rights with respect to the other's Units which may be
exercised 18 months after the effective date of the Agreements and annually
thereafter and at earlier or later dates under other circumstances specified in
the Agreements, including the proposal of certain transactions otherwise
protected by the Agreements. The party selling Units pursuant to the buy-sell
transaction must sell or cause to be sold to the other party all Units
beneficially owned by the first party and its affiliates.
Litigation initiated by the Corporate General Partner concerning the High
River Offer and litigation initiated by High River concerning the Affiliate
Offer was dismissed with prejudice and mutual releases were exchanged. On June
20, High River issued a press release announcing that the expiration date of the
High River Offer was extended until 12:00 midnight, New York City time on
Monday, July 3, 1995.
On July 20, 1995, the Partnership mailed a letter to limited partners of the
Partnership who tendered limited partnership units to the Affiliated Purchaser
in the recent tender offer. The letter notifies the limited partners that the
Affiliated Purchaser has offered to increase the amount paid to such limited
partners by an additional 45%.
On September 27, 1995, the parties to the purported class action and
derivative suit described above, filed a stipulation to settle the matter.
The principal terms of the stipulation requires supplemental payments to
tendering limited partners aggregating approximately $6 million; waiver by the
Corporate General Partner and five other Insignia affiliated general partners of
any right to certain proceeds from a sale or refinancing of the Partnership's
properties; some restrictions on Insignia's ability to vote the limited partner
interest it acquired; payment of $1.25 million for plaintiffs' attorney fees and
expenses in the litigation; and general releases of all the defendants. Court
approval of the stipulation is required before it may be distributed to the
class members for review. If a certain number of class members opt out, the
settlement may be cancelled and no assurance can be given that this matter will
be settled on the terms set forth above or otherwise.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K filed in the third quarter ended September 30, 1995:
Current report on Form 8-K dated July 20, 1995, as filed with the
Securities and Exchange Commission on July 25, 1995.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SHELTER PROPERTIES I LIMITED PARTNERSHIP
By: Shelter Realty Corporation
Corporate General Partner
By:/s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By:/s/ Ronald Uretta
Ronald Uretta
Treasurer
(Principal Financial Officer
and Principal Accounting Officer)
Date: November 9, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties I Limited Partnership 1995 Third Quarter 10-QSB and is qualified in
its entirety by reference to such 10-QSB.
</LEGEND>
<CIK> 0000316220
<NAME> SHELTER PROPERTIES I LIMITED PARTNERSHIP
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 634,448
<SECURITIES> 281,448
<RECEIVABLES> 8,280
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 18,913,265
<DEPRECIATION> 12,129,869
<TOTAL-ASSETS> 8,546,051
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 9,427,408
<COMMON> 0
0
0
<OTHER-SE> (1,515,893)
<TOTAL-LIABILITY-AND-EQUITY> 8,546,051
<SALES> 0
<TOTAL-REVENUES> 3,400,127
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,258,810
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 724,350
<INCOME-PRETAX> 141,317
<INCOME-TAX> 0
<INCOME-CONTINUING> 141,317
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 141,317
<EPS-PRIMARY> 9.33
<EPS-DILUTED> 0
<FN>
<F1>
The Registant has an unclassified balance sheet.
</FN>
</TABLE>
