FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1996
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-10255
SHELTER PROPERTIES I LIMITED PARTNERSHIP
(Name of small business issuer 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 (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year. $4,827,000
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. Market Value
information for the Registrant's partnership interests is not available. Should
a trading market develop for these interests, it is the Corporate General
Partners' belief that such trading would not exceed $25,000,000
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Prospectus of Registrant dated July 3, 1980 (included in
Registration Statement, No.2-67384, of Registrant) are incorporated by reference
into Parts I and III.
PART I
Item 1. Description of Business
Shelter Properties I Limited Partnership (the "Registrant" or the "Partnership")
is engaged in the business of acquiring, operating and holding real properties
for investment. The Registrant acquired seven existing apartment properties
during 1980 and subsequently sold one property in 1983 and two properties in
1984.
Commencing July 3, 1980, the Registrant offered through E. F. Hutton & Company
Inc. ("Hutton"), up to 14,900 Units of Limited Partnership Interest (the
"Units") at $1,000 per Unit with a minimum purchase of 5 Units ($5,000). An
additional 100 Units were purchased by the Corporate General Partner. Limited
partners are not required to make any additional capital contributions.
The Units were registered under the Securities Act of 1933 via Registration
Statement No. 2-67384 (the "Registration Statement"). Reference is made to the
Prospectus of Registrant dated July 3, 1980, (the "Prospectus") contained in
the Registration Statement, which is incorporated herein by reference thereto.
The offering terminated on September 10, 1980. Upon termination of the
offering, the Registrant had accepted subscriptions for 15,000 Units, including
100 Units purchased by the Corporate General Partner, for an aggregate of
$15,000,000. The Registrant invested approximately $11,000,000 of such proceeds
in seven existing apartment properties and thereby completed its acquisition
program in December 1980, at approximately the expenditure level estimated in
the Prospectus.
In November 1983, the Partnership sold Yorktown Apartments in Lynchburg,
Virginia. Also, in May 1984 and August 1984, the Partnership sold both
Lamplighter Apartments in Sumter, South Carolina, and Middle Plantation
Apartments in Charlotte, North Carolina, respectively.
A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation" included in "Item 6" of this Form
10-KSB.
The Registrant has no employees. Management and administrative services are
performed by Shelter Realty Corporation, the Corporate General Partner, and by
Insignia Residential Group, L.P., an affiliate of Insignia Financial Group, Inc.
("Insignia"), the ultimate parent company of the Corporate General Partner.
Pursuant to a management agreement between them, Insignia Residential Group, L.
P. provides property management services to the Registrant.
The real estate business in which the Partnership is engaged is highly
competitive, and the Partnership is not a significant factor in this industry.
The Registrant's four investment properties are subject to competition from
similar properties in the vicinity in which the properties are located. In
addition, various limited partnerships have been formed by the General Partners
and/or their affiliates to engage in business which may be competitive with the
Registrant.
Item 2. Description of Properties:
The following table sets forth the Registrant's investments in properties:
Date of
Property Purchase Type of Ownership Use
Quail Hollow Apartments 09/01/80 Fee ownership subject Apartment
West Columbia, South Carolina to first mortgage 215 units
Windsor Hills Apartments 09/01/80 Fee ownership subject Apartment
Blacksburg, Virginia to first and second 300 units
mortgage
Heritage Pointe Apartments 09/15/80 Fee ownership subject Apartment
(Formerly Rome Georgian Apartments) to first mortgage 149 units
Rome, Georgia
Stone Mountain West Apartments 12/31/80 Fee ownership subject Apartment
Stone Mountain, Georgia to first mortgage 142 units
Schedule of Properties:
(in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Quail Hollow Apartments $ 5,235 $ 3,422 5-34 S/L $ 2,153
Windsor Hills Apartments 6,177 4,237 5-30 S/L 2,120
Heritage Pointe Apartments 3,286 2,218 5-35 S/L 1,256
Stone Mountain West Apartments 4,606 3,075 5-37 S/L 2,041
Totals $19,304 $12,952 $ 7,570
See "Note A" of the financial statements included in "Item 7" for a description
of the partnership's depreciation policy.
Schedule of Mortgages:
(in thousands)
Principal Principal
Balance At Stated Balance
December 31,Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
Quail Hollow $ 2,850 7.33% none 11/01/03 $2,850
Windsor Hills:
1st mortgage 4,387 7.60% (1) 11/15/02 3,489
2nd mortgage 149 7.60% none 11/15/02 149
Heritage Pointe 1,400 7.33% none 11/01/03 1,400
Stone Mountain West 3,000 7.33% none 11/01/03 3,000
11,786
Less unamortized
present value discounts (223)
Total $11,563
(1) The principal and discount are being amortized over 257 months with a
balloon payment due November 15, 2002.
On November 13, 1996, the Partnership refinanced the mortgage notes at Quail
Hollow, Heritage Pointe, and Stone Mountain West. Of the $7,250,000 gross
proceeds, approximately $5,232,000 of proceeds were used to pay off the old
mortgage debt at the refinanced properties. All three notes require monthly
interest only payments at a stated interest rate of 7.33% and have balloon
payments due November 1, 2003.
Average annual rental rate and occupancy for 1996 and 1995 for each property:
Average Annual Average Annual
Rental Rates Occupancy
Property 1996 1995 1996 1995
Quail Hollow $6,196 $5,913 96% 95%
Windsor Hills 5,217 4,984 95% 97%
Heritage Pointe 5,243 4,968 88% 92%
Stone Mountain West 8,435 7,874 95% 97%
The Corporate General Partner attributes the decrease in occupancy at Heritage
Pointe Apartments to management's efforts to reposition the tenant base.
Management is improving the appearance of the property and increasing resident
qualification standards in order to reduce fluctuations in occupancy, repairs,
and delinquencies normally associated with college tenants. Management also
renamed the property from Rome Georgian Apartments to Heritage Pointe as a part
of the marketing campaign. With these improvements, management expects a steady
increase in occupancy in future quarters.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area. The
Corporate General Partner believes that all of the properties are adequately
insured. The multi-family residential properties' lease terms are for one year
or less. No residential tenant leases 10% or more of the available rental
space.
Real estate taxes and rates in 1996 for each property were:
1996 1996
Billings Rate
Quail Hollow $70,634 1.61%
Windsor Hills 71,721 .88%
Heritage Pointe 32,497 1.26%
Stone Mountain West 58,084 .97%
Item 3. Legal Proceedings
The Corporate General Partner owns 100 Limited Partnership Units ("Units"). On
or about April 26 and 27, 1995, six entities ("Affiliated Purchaser") affiliated
with the Partnership commenced tender offers for limited partner interests in
six limited partnerships, including the Partnership (collectively, the "Shelter
Properties Partnerships"). On May 27, 1995, the Affiliated Purchaser acquired
3,999 units of the Partnership pursuant to the tender offer. On or about May
12, 1995, in the United States District Court for the District of South
Carolina, certain limited partners of the Shelter Properties Partnerships
commenced a lawsuit, on behalf of themselves, on behalf of a putative class of
plaintiffs, and derivatively on behalf of the partnerships, challenging the
actions taken by defendants (including Insignia, the acquiring entities and
certain officers of Insignia) in the management of the Shelter Properties
Partnerships and in connection with the tender offers and certain other matters.
The plaintiffs alleged that, among other things: (i) the defendants
intentionally mismanaged the partnerships and acted contrary to the limited
partners' best interests by prolonging the existence of the partnerships in
order to perpetuate the revenues derived by Insignia (an affiliate of the
Corporate General Partner) and its affiliates from the partnerships, (ii) the
defendants' actions reduced the demand for the partnerships' limited partner
interests in the limited resale market by artificially depressing the trading
prices for limited partners interests in order to create a favorable environment
for the tender offers; (iii) through the tender offers, the acquiring entities
sought to acquire effective voting control over the partnerships while paying
highly inadequate prices; and (iv) the documents disseminated to the class in
connection with the tender offers contained false and misleading statements and
omissions of material facts concerning such issues as the advantages to limited
partners of tendering pursuant to the tender offers, the true value of the
interest, 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 true value of the limited
partner interests, the reasons for the limited secondary market for limited
partner interests, and the true nature of the market for the underlying real
estate assets owned by the Shelter Properties Partnerships all in violation of
the federal securities laws.
On September 27, 1995, the parties entered into a stipulation to settle the
matter. The principal terms of the stipulation require supplemental payments to
tendering limited partners aggregating approximately $6 million to be paid by
the Affiliated Purchaser, of which approximately $570,000 is Shelter Properties
I's portion; waiver by the Shelter Properties Partnerships' general partners of
any right to certain proceeds from a sale or refinancing of the partnerships'
properties; some restrictions on Insignia's ability to vote the limited partner
interests it acquired; payment of $1.25 million (which amount is divided among
the various partnerships and acquiring entities) for plaintiffs' attorney fees
and expenses in the litigation; and general releases of all the defendants.
On June 24, 1996, after notice to the class and a hearing on the fairness and
adequacy of notice and the terms of settlement, the court orally approved the
settlement. The court signed the formal order on July 30, 1996. No appeal was
filed within thirty days after the court entered the formal order and the
settlement became effective on August 30, 1996. The Affiliated Purchaser made
the payments to investors in accordance with the settlement in early September
1996.
Item 4. Submission of Matters to a Vote of Security Holders
During the fiscal year ended December 31, 1996, no matter was submitted to a
vote of Unit holders through the solicitation of proxies or otherwise.
PART II
Item 5. Market for the Registrant's Units of Limited Partnership and Related
Partner Matters
There is no established market for the Units and it is not anticipated that any
will occur in the foreseeable future. As of December 31, 1996, there were 738
holders of record owning an aggregate of 15,000 Units. A distribution of
approximately $5,000 was paid on behalf of the partners in 1996 to the State of
South Carolina in relation to the 1995 taxable income at Quail Hollow. A
distribution of approximately $150,000 was declared and paid in 1995, as well as
a distribution to the State of South Carolina related to the 1994 taxable income
at Quail Hollow. Future cash distributions will depend on the levels of net
cash generated from operations, refinancings, property sales and the
availability of cash reserves. Distributions may also be restricted by the
requirement to deposit net operating income (as defined in the mortgage note)
into the Reserve Account until the Reserve Account is funded for an amount equal
to $1,000 per apartment unit for the Windsor Hills property.
Item 6. Management's Discussion and Analysis or Plan of Operation
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership's net income for the year ended December 31, 1996, was
approximately $54,000 compared to net income of approximately $242,000 in 1995.
(See "Note C" of the financial statement for a reconciliation of these amounts
to the Partnership's federal taxable income.) The decrease in net income is
primarily attributable to a $549,000 extraordinary loss on the refinancing of
Quail Hollow, Heritage Pointe, and Stone Mountain. The Partnership's net income
before extraordinary item was approximately $603,000 for the year ended December
31, 1996, compared to net income before extraordinary item of approximately
$242,000 for the same period in 1995. Contributing to the increase in net income
before extraordinary item were increases in rental and other income and
decreases in general and administrative expense, depreciation expense, and
property tax expense for the year ended December 31, 1996. Rental income
increased as a result of rate increases at all of the Partnership's investment
properties. Other income increased due to an increase in fees related to tenant
turnover, pet and application fees, and an increase in interest income. The
increase in interest income resulted from an increase in interest rates and cash
reserves. General and administrative expenses decreased in 1996 due to the
decrease in legal and professional fees associated with the 1995 tender offers.
Partially offsetting the increase in net income before extraordinary item were
increases in maintenance expenses due to increased interior and exterior
improvements, landscaping, yards and grounds repair, parking lot repair, and
wallpaper expense. These repairs were incurred to maintain and improve the
appeal of the various properties within the Partnership. Also contributing to
the increase in maintenance expenses was the cost of resurfacing the tennis
court at Quail Hollow and an increase in snow removal at Windsor Hills due to a
harsh winter. Depreciation expense decreased because a portion of the original
cost of the buildings became fully depreciated during the year ended December
31, 1995.
Included in maintenance expenses in 1996 is approximately $138,000 of major
repairs and maintenance comprised of interior and exterior building expenses,
tennis court, and parking lot expenses.
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.
Liquidity and Capital Resources
At December 31, 1996, the Partnership had unrestricted cash of approximately
$2,795,000 compared to approximately $1,068,000 at December 31, 1995. Net cash
provided by operating activities increased primarily as a result of increased
net income before extraordinary item as discussed above. Net cash used in
investing activities increased primarily as a result of an increase in deposits
to restricted escrows. This increase was due to cash deposited in a capital
reserve escrow as required by the lender in the refinancings of Quail Hollow,
Heritage Pointe, and Stone Mountain. Also resulting from the refinancings was
an increase in net cash provided by financing activities due to the proceeds
from long-term borrowings which exceeded the amounts needed for repayment of
mortgage notes payable.
The Partnership has approximately $606,000 of capital programs which are
scheduled to be performed in 1997, in connection with the November 1996,
refinancings of Quail Hollow, Heritage Pointe and Stone Mountain West. A Repair
Escrow was established at the closing of the new loans to fund these activities
(see "Note A" of the financial statements).
On November 13, 1996, the Partnership successfully refinanced the mortgage notes
at Quail Hollow, Heritage Pointe, and Stone Mountain West. Of the $7,250,000
gross proceeds received in the refinancing, approximately $5,232,000 was used to
pay off the old mortgage debt at the refinanced properties. All three notes
require monthly interest only payments at a stated interest rate of 7.33%, and
have balloon payments due November 1, 2003. As a result of the refinancings,
the Partnership recorded an extraordinary loss of approximately $549,000.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of expenditures
required at the various properties 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 total mortgage
indebtedness of $11,563,000, net of discount, is amortized over varying periods
with balloon payments due ranging from November 15, 2002, to November 1, 2003,
at which time the individual properties will either be refinanced or sold.
During the year ended December 31, 1996, a distribution of approximately $5,000
was paid on behalf of the partners to the State of South Carolina related to the
taxable income generated by Quail Hollow in 1995. During the year ended December
31, 1995, a distribution in the amount of $150,000 was paid in addition to a
distribution of approximately $7,000 which was paid on behalf of the partners to
the State of South Carolina. The $7,000 distribution related to the 1994
taxable income on Quail Hollow which was accrued at December 31, 1994.
Subsequent to year end, a distribution of approximately $1.25 million was paid
to the partners. Future cash distributions will depend on the levels of net cash
generated from operations, refinancing, property sales, and the availability of
cash reserves.
Item 7. Financial Statements
SHELTER PROPERTIES I LIMITED PARTNERSHIP
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheet - December 31, 1996
Consolidated Statements of Operations - Years ended December 31, 1996
and 1995
Consolidated Statements of Changes in Partners' Deficit - Years
ended December 31, 1996 and 1995
Consolidated Statements of Cash Flows - Years ended December 31, 1996
and 1995
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Shelter Properties I Limited Partnership
We have audited the accompanying consolidated balance sheet of Shelter
Properties I Limited Partnership as of December 31, 1996, and the related
consolidated statements of operations, changes in partners' capital (deficit)
and cash flows for each of the two years in the period ended December 31, 1996.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Shelter
Properties I Limited Partnership as of December 31, 1996, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
January 28, 1997
SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1996
Assets
Cash:
Unrestricted $ 2,795
Restricted - tenant security deposits 131
Accounts receivable 35
Escrow for taxes and insurance 112
Restricted escrows 939
Other assets 362
Investment properties (Notes B & E):
Land $ 1,428
Buildings and related personal property 17,876
19,304
Less accumulated depreciation (12,952) 6,352
$10,726
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 64
Tenant security deposits 132
Accrued Taxes 71
Other liabilities 263
Mortgage notes payable (Note B) 11,563
Partners' Deficit
General partners $ (53)
Limited partners (15,000 units
issued and outstanding) (1,314) (1,367)
$10,726
See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 4,550 $4,390
Other income 277 214
Total revenues 4,827 4,604
Expenses:
Operating 1,592 1,535
General and administrative 146 268
Maintenance 684 612
Depreciation 630 742
Interest 942 960
Property taxes 230 245
Total expenses 4,224 4,362
Income before extraordinary item 603 242
Extraordinary item-loss on early
extinguishment of debt (Note B) (549) --
Net income (Note C) $ 54 $ 242
Net income allocated to
general partners (1%) $ 1 $ 2
Net income allocated to
limited partners (99%) 53 240
$ 54 $ 242
Per limited partnership unit:
Income before
extraordinary item $ 39.82 $15.99
Extraordinary item (36.26) --
Net income per limited
partnership unit $ 3.56 $15.99
See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 15,000 $ 2 $15,000 $15,002
Partners' deficit at
December 31, 1994 15,000 $(54) $(1,454) $(1,508)
Distributions paid to
partners (2) (148) (150)
Net income for the year ended
December 31, 1995 2 240 242
Partners' deficit at
December 31, 1995 15,000 (54) (1,362) (1,416)
Distributions paid to
partners -- (5) (5)
Net income for the year ended
December 31, 1996 1 53 54
Partners' deficit at
December 31, 1996 15,000 $(53) $(1,314) $(1,367)
See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1996 1995
Cash flows from operating activities:
Net income $ 54 $ 242
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 630 742
Amortization of discounts and loan costs 118 120
Extraordinary item-loss on early
extinguishment of debt 549 --
Change in accounts:
Restricted cash 3 (8)
Accounts receivable (22) (3)
Escrows for taxes (26) 41
Other assets (10) 1
Accounts payable (77) 39
Tenant security deposit liabilities -- 7
Accrued taxes 71 --
Other liabilities (21) (14)
Net cash provided by operating activities 1,269 1,167
Cash flows from investing activities:
Property improvements and replacements (295) (307)
Deposits to restricted escrows (582) (30)
Receipts from restricted escrows 85 32
Net cash used in investing activities (877) (337)
Cash flows from financing activities:
Payments on mortgage notes payable (348) (363)
Repayment of mortgage notes payable (5,232) --
Proceeds from long-term borrowings 7,250 --
Loan costs (264) --
Debt extinguishment costs (66) --
Distributions paid (5) (157)
Net cash provided by (used in)
financing activities 1,335 (520)
Net increase in cash 1,727 310
Cash at beginning of year 1,068 758
Cash at end of year $ 2,795 $ 1,068
Supplemental disclosure of cash flow information:
Cash paid for interest $ 815 $ 843
See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES I LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - Organization and Significant Accounting Policies
Organization: Shelter Properties I Limited Partnership (the "Partnership") was
organized as a limited partnership under the laws of the State of South Carolina
pursuant to a Certificate and Agreement of Limited Partnership filed April 7,
1980. The general partner responsible for management of the Partnership's
business is Shelter Realty I 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
partnership agreement terminates December 31, 2019. The Partnership commenced
operations on September 1, 1980, and completed its acquisition of apartment
properties on December 31, 1980. The Partnership operates four apartment
properties located in the South and Southeast. At December 31, 1996, Insignia
and affiliates own 4,114 units of the Partnership.
Principles of Consolidation: The financial statements include all of the
accounts of the Partnership and its 99.99% owned partnership. All significant
interpartnership balances have been eliminated.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Allocation of Cash Distributions: Cash distributions by the Partnership are
allocated between general and limited partners in accordance with the provisions
of the partnership agreement. The partnership agreement provides that net cash
from operations means revenue received less operating expenses paid, adjusted
for certain specified items which primarily include mortgage payments on debt,
property improvements and replacements not previously reserved, and the effects
of other adjustments to reserves. In the following notes to financial
statements, whenever "net cash provided by operations" is used, it has the
aforementioned meaning. The following is a reconciliation of the subtotal in
the accompanying statements of cash flows captioned "net cash provided by
operating activities" to net cash from operations, as defined in the partnership
agreement. However, "net cash from 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.
1996 1995
Net cash provided by operating activities $1,269 $1,167
Property improvements and replacements (295) (307)
Payments on mortgage notes payable (348) (363)
Changes in reserves for net operating
liabilities 82 (63)
Changes in restricted escrows, net (582) (30)
Additional operating reserves (126) (405)
Net cash from operations $ -- $ (1)
The Corporate General Partner believed it to be in the best interest of the
Partnership to reserve an additional $126,000 at December 31, 1996, to fund the
continuing capital improvements at its investment properties. A similar reserve
of approximately $405,000 was made at December 31, 1995.
The Partnership made distributions of approximately $5,000 and $157,000, of
which approximately $7,000 was accrued at December 31, 1996 and 1995,
respectively.
The partnership agreement provides that 99% of distributions of net cash from
operations are allocated to the limited partners until they receive net cash
from operations for such fiscal year equal to 7% of their adjusted capital
values (as defined in the partnership agreement), at which point the general
partners will be allocated all net cash from operations until they have received
distributions equal to 10% of the aggregate net cash from operations distributed
to partners for such fiscal year. Thereafter, the general partners will be
allocated 10% of any distributions of remaining net cash from operations for
such fiscal year.
All distributions of distributable net proceeds (as defined in the partnership
agreement) from property dispositions and refinancings will be allocated to the
limited partners until each limited partner has received an amount equal to a
cumulative 7% per annum of the average of the limited partners' adjusted capital
value, less any prior distributions of net cash from operations and
distributable net proceeds, and has also received an amount equal to the limited
partners' adjusted capital value. Thereafter, the general partners receive 1%
of the selling prices of properties sold where they acted as a broker, and then
the limited partners will be allocated 85% of any remaining distributions of
distributable net proceeds and the general partners will receive 15%.
Undistributed Net Proceeds from Property Sales: At December 31, 1996,
undistributed proceeds from property sales amounted to approximately $234,000,
of which approximately $101,000 was payable to the general partners for related
sales commissions when certain levels of return are received by the limited
partners.
Undistributed Net Proceeds from Refinancing: At December 31, 1996, the
Partnership had $306,000 of undistributed net proceeds from refinancings which
occurred prior to 1993. An additional $1,047,000 of refinancing proceeds was
received in 1996 in connection with the November refinancing of Quail Hollow,
Heritage Pointe and Stone Mountain West.
Distributions Payable: During 1996 and 1995, the Partnership reported taxable
income related to Quail Hollow. The amount of withholding tax due for the
partners is immaterial for 1996 and 1995, respectively. The 1995 tax of
approximately $5,000 was paid to the State of South Carolina during 1996.
Allocation of Profits, Gains and Losses: Profits, gains and losses of the
Partnership are allocated between general and limited partners in accordance
with the provisions of the partnership agreement.
For any fiscal year, to the extent that profits, not including gains from
property dispositions, do not exceed distributions of net cash from operations,
such profits are allocated in the same manner as such distributions. In any
fiscal year in which profits, not including gains from property disposition,
exceed distributions of net cash from operations, such excess is treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and is allocated together with, and in the same manner as, that portion
of gain described in the second sentence of the following paragraph.
Any gain from property dispositions attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property over the Partnership's adjusted basis in the property shall be
allocated to each partner having a negative capital account balance, to the
extent of such negative balance. The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and shall be allocated to the general partners to the extent that
general partners would have received distributable net proceeds in connection
therewith; the balance shall be allocated to the limited partners. However, the
interest of the general partners will be equal to at least 1% of each gain at
all times during the existence of the Partnership.
All losses, including losses attributable to property dispositions, are
allocated 99% to the limited partners and 1% to the general partners.
Accordingly, net losses as shown in the statements of operations and changes in
partners' capital for 1996 and 1995 were allocated 99% to the limited partners
and 1% to the general partners. Net income (loss) per limited partnership unit
for each such year was computed as 99% of net income (loss) divided by 15,000
weighted average units outstanding.
Other Reserves: The general partners may designate a portion of cash generated
from operations as "other reserves" in determining net cash used in operations.
The general partners designated as other reserves an amount equal to the net
liabilities related to the operations of apartment properties during the current
fiscal year that are expected to require the use of cash during the next fiscal
year. Other reserves increased during 1996 and decreased during 1995 by
approximately $82,000 and approximately $63,000, respectively. These amounts
were determined by considering changes in the balances of restricted cash,
accounts receivable, other assets, escrows for taxes and insurance, accounts
payable, tenant security deposit liabilities, accrued taxes and other
liabilities. At this time, the Corporate General Partner expects to continue to
adjust other reserves based on the net change in the aforementioned account
balances.
Restricted Escrows:
Capital Replacement Reserves - In connection with the refinancing of
Quail Hollow, Heritage Pointe and Stone Mountain West Apartments in 1996,
approximately $606,000 of the proceeds were designated as a Repair Escrow for
the funding of immediately required capital improvements and repairs as noted in
the loan documents. At December 31, 1996, approximately $606,000 remained in the
account.
Reserve Account - A general Reserve Account was established in 1992
with the refinancing proceeds for Windsor Hills. This fund was established to
cover necessary repairs and replacements of existing improvements, debt service,
out of pocket expenses incurred for ordinary and necessary administrative tasks,
and payment of real property taxes and insurance premiums. The Partnership is
required to deposit net operating income (as defined in the mortgage note) from
Windsor Hills to its reserve account until it equals $1,000 per apartment unit
or $300,000 in total. The balance at December 31, 1996, is approximately
$317,000, which includes interest earned on these funds.
Escrows for Taxes and Insurance: Currently, these funds are held by the
Partnership for the partnership's properties. All tax escrow funds are
designated for the payment of real estate taxes.
Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for additions prior to March 16, 1984, 18 years
for additions after March 15, 1984, and before May 9, 1985, and 19 years for
additions after May 8, 1985, and before January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of
the Tax Reform Act of 1986, for additions after December 31, 1986, the modified
accelerated cost recovery method is used for depreciation of (1) real property
additions over 27 1/2 years and (2) personal property additions over 7 years.
Loan Costs: Loan costs are included in other assets and are being amortized on
a straight-line basis over the life of the loans. As of December 31, 1996, the
Partnership had a total of approximately $414,000 of capitalized loan costs,
with related accumulated amortization of approximately $67,000. Of these costs,
approximately $264,000 were capitalized in 1996 in conjunction with the November
refinancings of Quail Hollow, Heritage Pointe and Stone Mountain West
Apartments.
Unrestricted Cash: Unrestricted cash includes cash on hand and in banks, demand
deposits, money market investments, and certificates of deposit with original
maturities less than 90 days. At certain times, the amount of cash deposited at
a bank may exceed the limit on insured deposits.
Restricted Cash - Tenant Security Deposits: The Partnership requires security
deposits from lessees for the duration of the lease and such deposits are
considered restricted cash. Deposits are refunded when the tenant vacates,
provided the tenant has not damaged the unit and is current on rental payments.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, the Corporate General Partner's policy is to offer rental concessions
during particularly slow months or in response to heavy competition from other
similar complexes in the area. Concessions are charged to expense as incurred.
Investment Properties: During the fourth quarter of 1995, the Partnership
adopted "FASB Statement No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of," which requires impairment
losses to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amount. For the years ended
December 31, 1996 and 1995, no adjustments for impairment of value were
recorded. The impairment loss is measured by comparing the fair value of the
asset to its carrying amount. The effect of adoption was not material.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $49,000
for both of the years ended December 31, 1996 and 1995.
Reclassifications: Certain reclassifications have been made to the 1995
information to conform to the 1996 presentation.
Fair Value: In 1995, the Partnership implemented Statement of "FASB Statement
No. 107, Disclosure about Fair Value of Financial Instruments," which requires
disclosure of fair value information about financial instruments for which it is
practicable to estimate that value. The carrying amount of the Partnership's
cash and investments approximates fair value due to short-term maturities. The
Partnership estimates the fair value of its fixed rate mortgages by discounted
cash flow analysis, based on estimated borrowing rates currently available to
the Partnership.
Note B - Mortgage Notes Payable
The principal terms of mortgage notes payable are as follows (dollar amounts in
thousands):
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1996 Interest Rate Date Maturity
Quail Hollow $ 2,850 $ 17 7.33% 11/01/03 $2,850
Windsor Hills:
1st mortgage 4,387 38 7.60 11/15/02 3,489
2nd mortgage 149 1 7.60 11/15/02 149
Heritage Pointe 1,400 9 7.33 11/01/03 1,400
Stone Mountain West 3,000 18 7.33 11/01/03 3,000
11,786 $ 83
Less unamortized
discounts (223)
Total $11,563
The estimated fair values of the Partnership's aggregate debt approximates its
carrying value. This estimate is not necessarily indicative of the amounts the
Partnership may pay in actual market transactions.
The Partnership exercised an interest rate buy-down option for the refinanced
mortgage notes payable of Windsor Hills, reducing the stated rate from 8.76% to
7.6%. The fee for the interest rate reduction amounted to approximately
$346,000 and is being amortized as a loan discount on the interest method over
the life of the loan. The discount fee is reflected as a reduction of the
mortgage notes payable and increases the effective rate of the debt to 8.76%.
On November 13, 1996, the Partnership refinanced the mortgage notes at Quail
Hollow, Heritage Pointe, and Stone Mountain West. Of the $7,250,000 gross
proceeds, approximately $5,232,000 of proceeds were used to pay off the old
mortgage debts at the refinanced properties. The old mortgage debt had interest
rates ranging from 8.00% to 9.36% with maturity dates ranging from April 5,
2004, to May 1, 2006. All three notes require monthly interest only payments at
a stated interest rate of 7.33%, and have balloon payments due November 1, 2003.
As a result of the refinancings, the Partnership recorded an extraordinary loss
of approximately $549,000. The extraordinary loss was primarily composed of
write-offs of unamortized loan costs and mortgage discounts, as well as pre-
payment penalties incurred due to the early payoffs of the old mortgages.
The mortgage notes payable are nonrecourse and are secured by pledge of the
respective apartment properties and by pledge of revenues from the respective
apartment properties. Some of the notes may require prepayment penalties if
repaid prior to maturity and prohibit resale of the properties subject to
existing indebtedness.
Scheduled principal payments of mortgage notes payable subsequent to December
31, 1996, are as follows (in thousands):
1997 $ 127
1998 137
1999 148
2000 160
2001 172
Thereafter 11,042
$11,786
Note C- Income Taxes
The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in
the income tax returns of its partners.
The following is a reconciliation of reported net income and Federal taxable
income (in thousands except unit data):
1996 1995
Net income as reported $ 54 $ 242
Add (deduct):
Amortization of present value discounts 500 65
Depreciation differences 23 12
Change in prepaid rental (17) (3)
Other 19 (8)
Accrued legal (37) 38
Federal taxable income $ 542 $ 346
Federal taxable income per limited
partnership unit $ 35.75 $22.82
The following is a reconciliation between the Partnership's reported amounts and
federal tax basis of net assets and liabilities (in thousands):
Net deficit as reported $(1,367)
Land and buildings 1,891
Accumulated depreciation (673)
Syndication fees 1,895
Other 156
Net assets - tax basis $ 1,902
Note D - 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. Balances and other transactions with
Insignia Financial Group, Inc. and affiliates in 1996 and 1995 are as follows
(in thousands):
1996 1995
Property management fees $ 238 $ 228
Reimbursement for services of affiliates 103 63
Due to general partners 101 101
Included in "Reimbursements for services of affiliates" for 1996 is
approximately $4,000 of reimbursements for construction oversight costs.
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 payment 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.
A director of Insignia Financial Group, Inc. is affiliated with a professional
legal association that received fees in connection with the 1996 refinancing of
Quail Hollow, Heritage Pointe and Stone Mountain West (see "Note B"). These
fees totaled $36,000, and have been capitalized as loan costs.
Note E - Apartment Properties and Accumulated Depreciation
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Apartment Properties Encumbrances Land Property Acquisition
(in thousands)
Quail Hollow Apartments
West Columbia, South Carolina $ 2,850 $ 459 $ 3,754 $ 1,022
Windsor Hills Apartments
Blacksburg, Virginia 4,536 520 4,575 1,082
Heritage Pointe Apartments
Rome, Georgia 1,400 239 2,410 637
Stone Mountain West Apartments
Stone Mountain, Georgia 3,000 210 3,408 988
Totals $11,786 $1,428 $14,147 $ 3,729
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1996
Buildings
And
Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Quail Hollow Apartments
West Columbia,
South Carolina $ 459 $ 4,776 $ 5,235 $ 3,421 1973 09/01/80 5-34
Windsor Hill Apartments
Blacksburg, Virginia 520 5,657 6,177 4,237 1973 09/01/80 5-30
Heritage Pointe Apartments
Rome, Georgia 239 3,047 3,286 2,218 1967-1970 09/15/80 5-35
Stone Mountain West Apts.
Stone Mountain, Georgia 210 4,396 4,606 3,076 1972 12/31/80 5-37
Totals $1,428 $17,876 $19,304 $12,952
</TABLE>
Reconciliation of "Real Estate and Accumulated Depreciation" (in thousands):
Years Ended December 31,
1996 1995
Real Estate
Balance at beginning of year $19,009 $18,727
Property improvements 295 307
Disposal of property -- (25)
Balance at End of Year $19,304 $19,009
Accumulated Depreciation
Balance at beginning of year $12,322 $11,605
Additions charged to expense 630 742
Disposal of property -- (25)
Balance at End of Year $12,952 $12,322
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995, is $21,195,000 and $20,900,000. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1996 and
1995, is $13,625,000 and $13,018,000.
Note F - Contingencies
The Corporate General Partner owns 100 Limited Partnership Units ("Units"). On
or about April 26 and 27, 1995, six entitles ("Affiliated Purchaser") affiliated
with the Partnership commenced tender offers for limited partner interest in six
limited partnerships, including the Partnership (collectively, the "Shelter
Properties Partnerships"). On May 27, 1995, the Affiliated Purchaser acquired
3,999 units of the Partnership pursuant to the tender offer. On or about May
12, 1995, in the United States District Court for the District of South
Carolina, certain limited partners of the Shelter Properties Partnerships
commenced a lawsuit, on behalf of themselves, on behalf of a putative class of
plaintiffs, and derivatively on behalf of the Partnerships, challenging the
actions taken by defendants (including Insignia, the acquiring entities and
certain officers of Insignia) in the management of the Shelter Properties
Partnerships and in connection with the tender offers and certain other matters.
The plaintiffs alleged that, among other things: (i) the defendants
intentionally mismanaged the partnerships and acted contrary to the limited
partners' best interests by prolonging the existence of the partnerships in
order to perpetuate the revenues derived by Insignia (an affiliate of the
Corporate General Partner) and its affiliates from the partnerships, (ii) the
defendants' actions reduced the demand for the partnerships' limited partner
interests in the limited resale market by artificially depressing the trading
prices for limited partners interests in order to create a favorable environment
for the tender offers; (iii) through the tender offers, the acquiring entities
sought to acquire effective voting control over the partnerships
while paying highly inadequate prices; and (iv) the documents disseminated to
the class in connection with the tender offers contained false and misleading
statements and omissions of material facts concerning such issues as the
advantages to limited partners of tendering pursuant to the tender offers, the
true value of the interest, 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 true value of
the limited partner interests, the reasons for the limited secondary market for
limited partner interests, and the true nature of the market for the underlying
real estate assets owned by the Shelter Properties Partnerships all in violation
of the federal securities laws.
On September 27, 1995, the parties entered into a stipulation to settle the
matter. The principal terms of the stipulation require supplemental payments to
tendering limited partners aggregating approximately $6 million to be paid by
the Affiliated Purchaser, of which approximately $570,000 is Shelter Properties
I's portion; waiver by the Shelter Properties Partnerships' general partners of
any right to certain proceeds from a sale or refinancing of the partnerships'
properties; some restrictions on Insignia's ability to vote the limited
partnership interests it acquired; payment of $1.25 million (which amount is
divided among the various partnerships and acquiring entities) for plaintiffs'
attorney fees and expenses in the litigation; and general releases of all the
defendants.
On June 24, 1996, after notice to the class and a hearing on the fairness and
adequacy of notice and the terms of settlement, the court orally approved the
settlement. The court signed the formal order on July 30, 1996. No appeal was
filed within thirty days after the court entered the formal order and the
settlement became effective on August 30, 1996. The Affiliated Purchaser made
the payments to investors in accordance with the settlement in early September
1996.
Item 8.Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act
The Registrant has no officers or directors. The Individual and Corporate
General Partners are as follows:
Individual General Partner - N. Barton Tuck, Jr., age 58, is the Individual
General Partner of the Registrant. Mr. Tuck is Chairman of GolfSouth
Management, Inc. Until August 1990, he served as Chairman and Chief Executive
Officer of U.S. Shelter Corporation ("Shelter"), the former parent of AmReal
Corporation (parent of the Corporate General Partner of the Partnership). For
six years prior to 1966, Mr. Tuck was employed in Greenville, South Carolina by
the certified public accounting firm of S.D. Leidesdorf & Company. From 1966 to
1970, he was a registered representative with the investment banking firm of
Harris Upham & Co., Inc. in Greenville, South Carolina. Since 1970, Mr. Tuck has
been engaged in arranging equity investments for individuals and partnerships.
Mr. Tuck is a graduate of the University of North Carolina. Mr. Tuck has
delegated to the Corporate General Partner all of his authority, as a general
partner of the Partnership, to manage and control the Partnership and its
business and affairs.
Corporate General Partner - The names and ages of, as well as the positions and
offices held by, the executive officers and directors of Shelter Realty
Corporation are set forth below. There are no family relationships between or
among any officers or directors.
Name Age Position
William H. Jarrard, Jr. 50 President and Director
Ronald Uretta 41 Vice President and Treasurer
John K. Lines, Esq. 37 Vice President and Secretary
Kelley M. Buechler 39 Assistant Secretary
Mr. Jarrard, who had previously served as Vice President, became President of
the Corporate General Partner in August 1994. Also, in August 1994, Mr. Lines
became Vice President and Secretary of the Corporate General Partner and Ms.
Buechler, who had previously held the position of Secretary, became Assistant
Secretary of the Corporate General Partner.
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration and Asset Management from July 1994 until January
1996.
Ronald Uretta has been Insignia's Treasurer since January 1992. Since August
1996, he has also served as Chief Operating Officer. He has also served as
Secretary from January 1992 to June 1994 and as Chief Financial Officer from
January 1992 to August 1996. Since September 1990, Mr. Uretta has also served
as the Chief Financial Officer and Controller of Metropolitan Asset Group.
John K. Lines, Esq. has been Vice President and Secretary of the Corporate
General Partner since August 1994, Insignia's General Counsel since June 1994,
and General Counsel and Secretary since July 1994. From May 1993 until June
1994, Mr. Lines was the Assistant General Counsel and Vice President of Ocwen
Financial Corporation, West Palm Beach, Florida. From October 1991 until May
1993, Mr. Lines was a Senior Attorney with Banc One Corporation, Columbus, Ohio.
From May 1994 until October 1991, Mr. Lines was an attorney with Squire Sanders
& Dempsey, Columbus, Ohio.
Kelley M. Buechler has been Assistant Secretary of the Corporate General Partner
and Assistant Secretary of Insignia since 1991. During the five years prior to
joining Insignia in 1991, she served in similar capacities with U. S. Shelter.
Insignia Commercial Group, Inc. ("ICG"), Insignia Financial Group, Inc. ("IFG")
and Shelter Properties I Acquisition LLC reported three, four and one
transactions, respectively, as of December 31, 1996, on a Form 5 filed in
January 1997, with respect to the entities' purchases of Units of Limited
Partners Interest of the Partnership. Andrew L. Farkas also delinquently
reported the same transactions on a Form 5 by virtue of his status as an
affiliate of ICG and IFG, through which he may be deemed to be a beneficial
owner of the securities owned by such entities.
Item 10. Executive Compensation
Neither the Individual General Partner nor any of the directors and officers of
the Corporate General Partner received any remuneration from the Registrant.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Except as noted below, no person was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant as of December 31, 1996.
Number
Entity of Units Percentage
Insignia Financial Group 4,114 27.43%
High River Limited Partnership 1,695 11.30%
No director or officer of the Corporate General Partner owns any Units. The
Corporate General Partner owns 100 Units as required by the terms of the
partnership agreement.
Item 12. Certain Relationships and Related Transactions
The Individual General Partner and the Corporate General Partner did not receive
any proceeds as General Partners from the distribution made during 1996. The
Corporate General Partner did receive distributions in 1996 relating to the 100
Units it owns. For a description of the share of cash distributions from
operations, if any, to which the general partners are entitled, reference is
made to the material contained in the Prospectus under the heading "PROFITS AND
LOSSES AND CASH DISTRIBUTIONS."
The Registrant has a property management agreement with Insignia Residential
Group, L.P. pursuant to which Insignia Residential Group, L.P. has assumed
direct responsibility for day-to-day management of the Partnership's
properties. This service includes the supervision of leasing, rent collection,
maintenance, budgeting, employment of personnel, payment of operating expenses,
etc. Insignia Residential Group, L.P. receives a property management fee equal
to 5% of apartment revenues. During the fiscal year ended December 31, 1996,
Insignia Residential Group, L.P. received approximately $238,000 in fees for
property management.
For a more detailed description of the management fee that Insignia Residential
Group, L.P. is entitled to receive, see the material contained in the Prospectus
under the heading CONFLICTS OF INTEREST - Property Management Services.
For a further description of payments made by the Registrant to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Registrant, see Note E of the financial statements included as
part of this report.
Item 13. 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 fourth quarter of fiscal year 1996:
None.
SIGNATURES
In accordance with Section 13 or 15(d) 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
Date: March 26, 1997
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the date indicated.
/s/William H. Jarrard, Jr. Date: March 26, 1997
William H. Jarrard, Jr.
President and Director
/s/Ronald Uretta Date: March 26, 1997
Ronald Uretta
Treasurer (Principal Financial Officer
and Principal Accounting Officer)
EXHIBIT INDEX
Exhibit
3 See Exhibit 4(a)
4 (a) Amended and Restated Certificate and Agreement of Limited Partnership
[included as Exhibit A to the Prospectus of Registrant dated July 3,
1980 contained in Amendment No. 1 to Registration Statement No. 2-
67384, of Registrant filed July 3, 1980 (the "Prospectus") and
incorporated herein by reference].
(b) Subscription Agreements and Signature Pages [Filed with Amendment No.
1 of Registration Statement No. 2-67384, of Registrant filed July 3,
1980 and incorporated herein by reference].
(c) Wrap Around Mortgage Note and South Carolina Mortgage of Real Estate
between Quail Hollow Company and Shelter Properties I to acquire Quail
Hollow Apartments.*
(d) Promissory Note and Deed of Trust and Security Agreement between
Pacific Mutual Life Insurance Company and Shelter Properties I to
refinance the debt on Windsor Hills Apartments.*
(e) Multifamily Note and Multifamily Deed to secure Debt between Germania
Federal Savings and Loan Association and Shelter Properties I to
refinance the debt on Rome Georgian Apartments.*
(f) Promissory Note and Deed to Secure Debt and Security Agreement between
Citizens and Southern Financial Corporation and Stone Property
Associates, Ltd. to acquire Stone Mountain Apartments.*
*Filed as Exhibit 4(c), 4(d), 4(e) and 4(f), respectively, to Form 10-
K of Registrant for year ended December 31, 1987 and incorporated
herein by reference.
10(i) Contract related to acquisition or disposition of properties.
(a) Purchase Agreement dated December 5, 1979, between Quail Hollow
Associates Limited Partnership and U.S. Shelter Corporation to
purchase Quail Hollow Apartments.**
(b) Purchase Agreement dated December 5, 1979, between Windsor Associates
and U. S. Shelter Corporation to purchase Windsor Hills Apartments.**
**Filed as Exhibits 12(c) and 12(d), respectively, to Registration
Statement No. 2-67384, of Registrant filed April 16, 1980 and
incorporated herein by reference.
(c) Purchase Agreement dated June 4, 1980 between Paul Lipman, Trustee and
U.S. Shelter Corporation to purchase Rome Georgian Apartments.***
***Filed as Exhibit 12(d), to Amendment No. 1 to Registration
Statement, No.2-67384, of Registrant filed July 3, 1980 and
incorporated herein by reference.
(d) Purchase Agreement dated December 17, 1980 between Stone Property
Associates, Ltd. and Shelter Properties I to purchase Stone Mountain
West Apartments. [Filed with Form 8-K of Registrant dated December 18,
1980 and incorporated herein by reference].
(e) Agreement of Sale dated September 30, 1983 between Shelter Properties
I and Case/Edwards Associates to sell Yorktown Apartments. [Filed
with Form 10-K of Registrant for year ended December 31, 1983 and
incorporated herein by reference].
(f) Contact of Sale dated December 29, 1983 between Shelter Properties I
and Volco, Inc. to sell Lamplighter Apartments. [Filed with Form 10-K
of Registrant for year ended December 31, 1984 and incorporated herein
by reference].
(g) Agreement of Sale dated May 31, 1984 between Shelter Properties I and
BWIT Fifty-Fifth Street, Inc. to sell Middle Plantation Apartments.
[Filed with Form 10-K of Registrant for year ended December 31, 1984
and incorporated herein by reference].
(ii) Form of Management Agreement with U.S. Shelter Corporation subsequently
assigned to Shelter Management Group, L.P. (now known as Insignia
Management, L.P.) [Filed with Amendment No. 1 of Registration Statement,
No. 2-67384, of Registrant filed July 3, 1980 and incorporated herein by
reference].
(iii) Contracts related to refinancing the debt:
(a) Restated and Modified of First Deed of Trust and Security Agreement
dated October 28, 1992 between Windsor Hills I, L.P. and Dewey B.
Morris and Richard G. Joynt (Trustee) and First Commonwealth Realty
Credit Corporation, a Virginia Corporation, securing the Windsor Hill
property.****
(b) Second Deed of Trust and Security Agreement dated October 28, 1992
between Windsor Hills I, L.P. and Dewey B. Morris and Richard G. Joynt
(Trustee) and First Commonwealth Realty Credit Corporation, a Virginia
Corporation, securing the Windsor Hills property.****
(c) First Assignment of Leases and Rents dated October 28, 1992 between
Windsor Hills I, L.P. and First Commonwealth Realty Credit
Corporation, a Virginia Corporation, securing the Windsor Hills
property.****
(d) Second Assignment of Leases and Rents dated October 28, 1992 between
Windsor Hills I, L.P. and Dewey B. Morris and Richard G. Joynt
(Trustee) and First Commonwealth Realty Credit Corporation, a Virginia
Corporation, securing the Windsor Hills property.****
(e) Restated and Modified Deed of Trust Note dated October 28, 1992
between Windsor Hills I, L.P. and First Commonwealth Realty Credit
Corporation relating to the Windsor Hills property.****
(f) Second Deed of Trust Note dated October 28, 1992 between Windsor Hills
I, L.P. and First Commonwealth Realty Credit Corporation relating to
the Windsor Hills property.****
****Filed as Exhibit 10(iii)(a) through (f), respectively, to Form 10-
KSB of Registrant for year ended December 31, 1992 and incorporated
herein by reference.
(g) Multifamily Note dated May 11, 1994 between Shelter Properties I
Limited Partnership and Financial Federal Savings Bank relating to
Rome Georgian Apartments. *****
(h) Multifamily Deed to secure debt, assignments of rents and security
agreement, dated May 11, 1994 between Shelter Properties I Limited
Partnership and Financial Federal Savings Bank securing Rome Georgian
Apartments. *****
(i) Multifamily Note secured by a Mortgage or Deed of Trust dated
November 1, 1996, between Shelter Properties I Limited Partnership and
Lehman Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of
Lehman Brothers Holdings Inc., relating to Quail Hollow Apartments.
(j) Multifamily Note secured by a Mortgage or Deed of Trust dated
November 1, 1996, between Shelter Properties I Limited Partnership and
Lehman Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of
Lehman Brothers Holdings Inc., relating to Rome Georgian Apartments.
(k) Multifamily Note secured by a Mortgage or Deed of Trust dated
November 1, 1996, between Shelter Properties I Limited Partnership and
Lehman Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of
Lehman Brothers Holdings Inc., relating to Stone Mountain West.
*****Filed as Exhibit 10(iii) (a) and (b), respectively, to Form 10QSB
of Registrant for the quarter ended June 30, 1994 and incorporated
herein by reference.
22 Subsidiaries of the Registrant.
27 Financial Data Schedule.
99 (a) Prospectus of Registrant dated July 3, 1980 [included in Registration
Statement No. 2-67384, of Registrant] and incorporated herein by
reference.
(b) Agreement of Limited Partnership for Windsor Hills I, L.P. between
Shelter I G.P. Limited Partnership and Shelter I Limited Partnership
dated October 13, 1992. [Filed as Exhibit 28(b) to Form 10-KSB of
Registrant for year ended December 31, 1992 and incorporated herein by
reference].
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties I Limited Partnership 1996 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000316220
<NAME> SHELTER PROPERTIES I LIMITED PARTNERSHIP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 2,795
<SECURITIES> 0
<RECEIVABLES> 35
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 19,304
<DEPRECIATION> 12,952
<TOTAL-ASSETS> 10,726
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 11,563
0
0
<COMMON> 0
<OTHER-SE> (1,367)
<TOTAL-LIABILITY-AND-EQUITY> 10,726
<SALES> 0
<TOTAL-REVENUES> 4,827
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,224
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 942
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54
<EPS-PRIMARY> 3.56<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
Exhibit 10 iii(i)
Loan No. 734079664
Quail Hollow
MULTIFAMILY NOTE
US $2,850,000
New York, New York
As of November 1, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of TWO
MILLION EIGHT HUNDRED FIFTY THOUSAND AND 00/100 Dollars, with interest on the
unpaid principal balance from the date of this Note, until paid, at the rate of
7.33 percent per annum. Interest only shall be payable at 3 World Financial
Center, New York, New York 10285, or such other place as the holder hereof may
designate in writing, in consecutive monthly installments of Seventeen Thousand
Four Hundred Eight and 75/100 Dollars (US $17,408.75) on the first day of each
month beginning December 1, 1996, until the entire indebtedness evidenced hereby
is fully paid, except that any remaining indebtedness, if not sooner paid, shall
be due and payable on November 1, 2003.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
The undersigned shall pay any installment of interest due hereunder within
ten (10) calendar days after such installment of interest is due. The
undersigned shall pay any other installment due hereunder or due in accordance
with the terms of the Mortgage or Deed of Trust securing this Note, within
thirty (30) calendar days of the date such installment is due.
IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to be executed by its representatives thereunto duly authorized.
SHELTER PROPERTIES I LIMITED PARTNERSHIP,
a South Carolina limited partnership
BY: Shelter Realty Corporation, a South Carolina
corporation, its general partner
By: /s/ Kelly M. Buechler
Name: Kelly M. Buechler
Title: VP
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 1st day of November, 1996.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman Brothers
Holdings Inc., a Delaware corporation
By: /s/ Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
Exhibit 10 iii(j)
Loan No. 734079656
Rome Georgian
MULTIFAMILY NOTE
US $1,400,000
New York, New York
As of November 1, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of ONE
MILLION FOUR HUNDRED THOUSAND AND 00/100 Dollars, with interest on the unpaid
principal balance from the date of this Note, until paid, at the rate of 7.33
percent per annum. Interest only shall be payable at 3 World Financial Center,
New York, New York 10285, or such other place as the holder hereof may designate
in writing, in consecutive monthly installments of Eight Thousand Five Hundred
Fifty-One and 67/100 Dollars (US $8,551.67) on the first day of each month
beginning December 1, 1996, until the entire indebtedness evidenced hereby is
fully paid, except that any remaining indebtedness, if not sooner paid, shall be
due and payable on November 1, 2003.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
The undersigned shall pay any installment of interest due hereunder within
ten (10) calendar days after such installment of interest is due. The
undersigned shall pay any other installment due hereunder or due in accordance
with the terms of the Mortgage or Deed of Trust securing this Note, within
thirty (30) calendar days of the date such installment is due.
IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to be executed by its representatives thereunto duly authorized.
SHELTER PROPERTIES I LIMITED PARTNERSHIP,
a South Carolina limited partnership
BY: Shelter Realty Corporation, a South Carolina
corporation, its general partner
By: /s/ Kelly M. Buechler
Name: Kelly M. Buechler
Title: VP
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 1st day of November, 1996.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman Brothers
Holdings Inc., a Delaware corporation
By: /s/ Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
Exhibit 10 iii(k)
Loan No. 734079648
Stone Mountain West
MULTIFAMILY NOTE
US $3,000,000
New York, New York
As of November 1, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of THREE
MILLION AND 00/100 Dollars, with interest on the unpaid principal balance from
the date of this Note, until paid, at the rate of 7.33 percent per annum. The
principal and interest shall be payable at 3 World Financial Center, New York,
New York 10285, or such other place as the holder hereof may designate in
writing, in consecutive monthly installments of Eighteen Thousand Three Hundred
Twenty-Five and 00/100 Dollars (US $18,325.00) on the first day of each month
beginning December 1, 1996, until the entire indebtedness evidenced hereby is
fully paid, except that any remaining indebtedness, if not sooner paid, shall be
due and payable on November 1, 2003.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
The undersigned shall pay any installment of interest due hereunder within
ten (10) calendar days after such installment of interest is due. The
undersigned shall pay any other installment due hereunder or due in accordance
with the terms of the Mortgage or Deed of Trust securing this Note, within
thirty (30) calendar days of the date such installment is due.
IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to be executed by its representatives thereunto duly authorized.
SHELTER PROPERTIES I LIMITED PARTNERSHIP,
a South Carolina limited partnership
BY: Shelter Realty Corporation, a South Carolina
corporation, its general partner
By: /s/ Kelly M. Buechler
Name: Kelly M. Buechler
Title: Vice President
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 1st day of November, 1996.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman Brothers
Holdings Inc., a Delaware corporation
By: /s/ Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
EXHIBIT 22
SHELTER PROPERTIES I LIMITED PARTNERSHIP
Subsidiary List
Name of Subsidiary State of Incorporation/Formation Date
Windsor I Limited Partnership Delaware 1992
Shelter I GP Limited Partnership Delaware 1992
