SHELTER PROPERTIES I LTD PARTNERSHIP
10QSB, 2000-05-11
OPERATORS OF NONRESIDENTIAL BUILDINGS
Previous: PRICE T ROWE TAX EXEMPT MONEY FUND INC, 24F-2NT, 2000-05-11
Next: POWER EXPLORATION INC, 4, 2000-05-11



     FORM 10-QSB - QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                   For the quarterly period ended March 31, 2000


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                For the transition period from ......... to ........

                         Commission file number 0-10255

                              SHELTER PROPERTIES I

         (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.)

                     55 Beattie Place, Post Office Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act 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


                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                              SHELTER PROPERTIES I

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                        (in thousands, except per unit data)

                                 March 31, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                            <C>          <C>
   Cash and cash equivalents                                                $  1,501
   Receivables and deposits                                                      134
   Restricted escrows                                                            637
   Other assets                                                                  260
   Investment properties:
      Land                                                    $  1,428
      Buildings and related personal property                   20,129
                                                                21,557

      Less accumulated depreciation                            (15,103)        6,454
                                                                            $  8,986

Liabilities and Partners' Deficit
Liabilities

   Accounts payable                                                         $    177
   Tenant security deposit liabilities                                           147
   Accrued property taxes                                                         62
   Other liabilities                                                             292
   Mortgage notes payable                                                     11,227

Partners' Deficit

   General partners                                            $ (54)
   Limited partners (15,000 units issued and
      outstanding)                                             (2,865)        (2,919)
                                                                            $ 8,986

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

b)

                              SHELTER PROPERTIES I

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)


                                                           Three Months Ended
                                                               March 31,
                                                            2000       1999
Revenues:
   Rental income                                           $1,312     $1,285
   Other income                                                77         58
      Total revenues                                        1,389      1,343

Expenses:
   Operating                                                  524        503
   General and administrative                                  49         55
   Depreciation                                               184        157
   Interest                                                   233        237
   Property taxes                                              77         69
      Total expenses                                        1,067      1,021

Net income                                                 $ 322       $ 322

Net income allocated to general partners (1%)               $ 3         $ 3
Net income allocated to limited partners (99%)                319        319

                                                           $ 322       $ 322

Net income per limited partnership unit                    $21.27     $21.27

Distributions per limited partnership unit                 $33.00     $66.00

            See Accompanying Notes to Consolidated Financial Statements


c)

                                SHELTER PROPERTIES I
               CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)

                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                      Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

<S>                                     <C>            <C>        <C>        <C>
Original capital contributions          15,000         $ 2        $15,000    $15,002

Partners' deficit at
   December 31, 1999                    15,000       $   (52)     $(2,689)   $(2,741)

Distributions to partners                   --            (5)        (495)      (500)

Net income for the three months
   ended March 31, 2000                     --             3          319        322

Partners' deficit at
   March 31, 2000                       15,000        $ (54)      $(2,865)   $(2,919)

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

d)

                              SHELTER PROPERTIES I

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                  (in thousands)
<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,

                                                                  2000        1999
Cash flows from operating activities:

<S>                                                             <C>         <C>
   Net income                                                   $   322     $   322
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depreciation                                                184         157
        Amortization of discounts and loan costs                     22          23
        Change in accounts:
            Receivables and deposits                                  7          --
            Other assets                                            (24)        (41)
            Accounts payable                                         35         (45)
            Tenant security deposit liabilities                      --           7
            Accrued property taxes                                   14          (4)
            Other liabilities                                       (29)         31

               Net cash provided by operating activities            531         450

Cash flows from investing activities:

   Property improvements and replacements                          (260)        (87)
   Net (deposits to) withdrawals from restricted escrows           (136)        136

               Net cash (used in) provided by investing
                  activities                                       (396)         49

Cash flows from financing activities:

   Payments on mortgage notes payable                               (39)        (36)
   Distributions to partners                                       (500)     (1,000)

               Net cash used in financing activities               (539)     (1,036)

Net decrease in cash and cash equivalents                          (404)       (537)
Cash and cash equivalents at beginning of period                  1,905       1,682

Cash and cash equivalents at end of period                      $ 1,501     $ 1,145

Supplemental disclosure of cash flow information:

   Cash paid for interest                                       $   211     $   214

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>



e)
                              SHELTER PROPERTIES I

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Shelter
Properties  I  (the   "Partnership"  or  "Registrant")  have  been  prepared  in
accordance with generally accepted  accounting  principles for interim financial
information  and with the  instructions  to Form  10-QSB and  Article  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  Shelter  Realty I  Corporation  (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 month  period  ended  March 31,  2000,  are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2000. For further information,  refer to the consolidated financial
statements and footnotes thereto included in the Partnership's  Annual Report on
Form 10-KSB for the year ended December 31, 1999.

Principles of Consolidation

The  Registrant's  financial  statements  include  all  of the  accounts  of the
Registrant  and  its  99.99%  owned  partnership.  The  General  Partner  of the
consolidated  partnership  is Shelter  Realty I  Corporation.  Shelter  Realty I
Corporation  may be  removed  by the  Registrant;  therefore,  the  consolidated
partnership is controlled and  consolidated by the  Registrant.  All significant
interpartnership transactions have been eliminated.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate  investment trust with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result,  AIMCO ultimately acquired 100% ownership
interest in the Corporate  General Partner.  The Corporate  General Partner does
not believe that this  transaction has had or will have a material effect on the
affairs and operations of the Partnership.

Note C - Reconciliation of Cash Flows

The  following  is  a  reconciliation   of  the  subtotal  on  the  accompanying
consolidated  statements of cash flows captioned "net cash provided by operating
activities" to "net cash provided by operations",  as defined in the Partnership
Agreement.  However,  "net cash provided by 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.

<TABLE>
<CAPTION>
                                                        For the Three Months Ended
                                                                March 31,
                                                              (in thousands)
                                                           2000             1999

<S>                                                       <C>               <C>
Net cash provided by operating activities                 $ 531             $ 450
   Payments on mortgage notes payable                       (39)              (36)
   Property improvements and replacements                  (260)              (87)
   Change in restricted escrows, net                       (136)              136
   Changes in reserves for net operating
      liabilities                                            (3)               52
   Additional reserves                                      (93)             (515)

      Net cash provided by operations                      $ --             $  --
</TABLE>

At March 31, 2000 and 1999, the Corporate General Partner reserved an additional
$93,000 and $515,000,  respectively to fund continuing capital  improvements and
repairs at the Partnership's four investment properties.

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 (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership. The following payments were
paid or accrued to the Corporate General Partner and affiliates during the three
months ended March 31, 2000 and 1999:

                                                          2000       1999
                                                          (in thousands)

Property management fees (included in
  operating expenses)                                     $ 71       $ 67
Reimbursement for services of affiliates
  (included in operating and general and
  administrative expense and investment properties)         26         32
Due to Corporate General Partner                           101        101

During  the three  months  ended  March 31,  2000 and  1999,  affiliates  of the
Corporate General Partner were entitled to receive 5% of gross receipts from all
of the Registrant's  properties for providing property management services.  The
Registrant  paid to such  affiliates  approximately  $71,000 and $67,000 for the
three months ended March 31, 2000 and 1999, respectively.

An  affiliate  of  the  Corporate  General  Partner  received  reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $26,000 and
$32,000 for the three months ended March 31, 2000 and 1999, respectively.

During 1992, a liability of approximately $101,000 was incurred to the Corporate
General Partner for sales  commissions  earned.  Per the Partnership  Agreement,
this  liability can not be paid until  certain  levels of return are received by
the limited  partners.  As of March 31, 2000, the level of return to the limited
partners has not been met.

AIMCO and its affiliates  currently own 10,278 limited  partnership units in the
Partnership  representing  68.52% of the  outstanding  units.  A number of these
units were acquired  pursuant to tender offers made by AIMCO or its  affiliates.
It is possible  that AIMCO or its  affiliates  will make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership  of  68.52%  of the  outstanding  units,  AIMCO  is in a  position  to
influence all voting  decisions with respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the interest of the  Corporate  General  Partner  because of their
affiliation with the Corporate General Partner.

Note E - Distributions

Cash distributions from operations of approximately  $500,000 ($495,000 of which
was paid to the  limited  partners,  $33.00 per  limited  partnership  unit) and
$1,000,000  ($990,000  of which was paid to the  limited  partners,  $66.00  per
limited  partnership  unit) were made to the  partners  during the three  months
ended March 31, 2000 and 1999, respectively.

Note F - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The  Partnership  has  one  reportable  segment:   residential  properties.  The
Partnership's  residential property segment consists of four apartment complexes
located in Georgia (2),  Virginia,  and South Carolina.  The  Partnership  rents
apartment units to tenants for terms that are typically twelve months or less.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
is  managed  separately,  they have been  aggregated  into one  segment  as they
provide services with similar types of products and customers.

Segment information for the three month periods ended March 31, 2000 and 1999 is
shown  in  the  tables   below.   The  "Other"   column   includes   partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segment.

                 2000                   Residential      Other       Totals
                                                   (in thousands)
Rental income                             $ 1,312         $ --      $ 1,312
Other income                                   75             2          77
Interest expense                              233            --         233
Depreciation                                  184            --         184
General and administrative expense             --            49          49
Segment profit (loss)                         369           (47)        322
Total assets                                8,802           184       8,986
Capital expenditures for investment
  properties                                  260            --         260


                 1999                   Residential      Other       Totals
                                                   (in thousands)
Rental income                             $ 1,285         $ --      $ 1,285
Other income                                   51             7          58
Interest expense                              237            --         237
Depreciation                                  157            --         157
General and administrative expense             --            55          55
Segment profit (loss)                         370           (48)        322
Total assets                                7,948           575       8,523
Capital expenditures for investment
  properties                                   87            --          87

Note G - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the Partnership,  the Corporate  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  plaintiffs  seek  monetary  damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Corporate  General  Partner filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a  Stipulation  of  Settlement,  settling  claims,  subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999.  Prior to the  December  10,  1999  hearing  the  Court  received  various
objections to the settlement,  including a challenge to the Court's  preliminary
approval based upon the alleged lack of authority of class  plaintiffs'  counsel
to enter the settlement. On December 14, 1999, the Corporate General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Corporate  General Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

Item 2.     Management's Discussion and Analysis or Plan of Operation

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the  Registrant's  business and results of  operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operations.  Accordingly,  actual  results  could differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

The Partnership's investment properties consist of four apartment complexes. The
following  table sets forth the average  occupancy of the properties for each of
the three months ended March 31, 2000 and 1999:

                                                            Average
                                                           Occupancy

       Property                                        2000          1999

       Quail Hollow Apartments
          West Columbia, South Carolina                90%            92%

       Windsor Hills Apartments
          Blacksburg, Virginia                         96%            97%

       Heritage Pointe Apartments
       (Formerly Rome Georgian Apartments)
          Rome, Georgia                                92%            96%

       Stone Mountain West Apartments
          Stone Mountain, Georgia                      96%            95%

The Corporate  General Partner  attributes the decrease in occupancy at Heritage
Pointe Apartments to increased competition in the local market.

Results of Operations

The  Registrant's  net income for both the three months ended March 31, 2000 and
1999,  was  approximately  $322,000.  There was no change in net  income for the
comparable  three month  periods,  however total revenues and total expense both
increased  for the three  months  ended March 31, 2000 as compared to 1999.  The
increase  in  total  expenses  is  primarily  attributable  to  an  increase  in
depreciation,   operating,  and  property  tax  expenses.  Depreciation  expense
increased at all the Partnership's properties due to the increase in depreciable
assets  placed into service over the past year at all four of the  Partnership's
investment  properties.  Operating  expense  increased  due  to an  increase  in
insurance  expense and employee  salaries  and related  employee  benefits.  The
increase in total  expenses  was  partially  offset by a decrease in general and
administrative expense.

The increase in total  revenues is due to an increase in rental income and other
income. Rental income increased as a result of an increase in the average annual
rental rates at all four of the  Registrant's  investment  properties which more
than offset the decrease in occupancy noted above. Other income increased due to
an increase in lease  cancellation  fees and deposit  forfeitures as a result of
the decrease in occupancy at three of the Registrant's investment properties.

General  and  administrative  expense  decreased  due to a  decrease  in general
partner reimbursements allowed under the Partnership Agreement. Also included in
general and administrative  expense were costs associated with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement.

As part of the ongoing  business plan of the Registrant,  the Corporate  General
Partner monitors the rental market  environment of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting the Registrant from increases in expenses. As part of this
plan, the Corporate  General Partner attempts to protect the Registrant 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  March  31,  2000,  the  Partnership   had  cash  and  cash   equivalents  of
approximately $1,501,000 compared to approximately $1,145,000 at March 31, 1999.
The decrease in cash and cash  equivalents  for the three months ended March 31,
2000 from the  Partnership's  year ended  December 31, 1999,  was  approximately
$404,000.  This  decrease  is due to  approximately  $539,000  of  cash  used in
financing  activities  and  approximately  $396,000  of cash  used in  investing
activities  partially  offset by  approximately  $531,000  of cash  provided  by
operating   activities.   Cash  used  in  financing   activities   consisted  of
distributions  to partners and to a lesser  extent,  principal  payments made on
mortgages  encumbering  the  Registrant's  investment  properties.  Cash used in
investing activities consisted of property improvements and replacements and net
deposits  to  restricted  escrows  maintained  by  the  mortgage  lenders.   The
Registrant invests its working capital reserves in money market accounts.

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  properties  to  adequately  maintain the physical
assets and other  operating  needs of the Registrant and to comply with Federal,
state, local, legal, and regulatory  requirements.  Capital improvements planned
for each of the Registrant's properties are detailed below.

Quail Hollow Apartments

The Partnership has budgeted  approximately $264,000 for capital improvements at
Quail  Hollow  Apartments  consisting  primarily  of  exterior  painting,  floor
covering and appliance replacements, and exterior building improvements.  During
the three months  ended March 31,  2000,  the  Partnership  spent  approximately
$172,000  consisting  primarily  of  appliances,  roof  replacements,   exterior
painting,  and exterior building  improvements.  These  improvements were funded
from operating cash flow and replacement reserves.

Heritage Pointe Apartments

The Partnership has budgeted  approximately  $93,000 for capital improvements at
Heritage Pointe  Apartments  consisting  primarily of plumbing  upgrades,  floor
covering and appliance  replacements and air conditioning  upgrades.  During the
three months ended March 31, 2000, the Partnership spent  approximately  $36,000
consisting  primarily  of  plumbing  upgrades,  appliances,  and floor  covering
replacements. These improvements were funded from operating cash flow.

Stone Mountain West Apartments

The Partnership has budgeted  approximately  $99,000 for capital improvements at
Stone Mountain West Apartments consisting primarily of floor covering, appliance
replacements,  parking area  upgrades and air  conditioning  unit  replacements.
During  the  three  months  ended  March  31,  2000,   the   Partnership   spent
approximately $49,000 consisting primarily of major landscaping,  floor covering
replacements and appliances.  These improvements were funded from operating cash
flow.

Windsor Hills Apartments

The Partnership has budgeted  approximately $155,000 for capital improvements at
Windsor Hills Apartments consisting primarily of structural improvements,  floor
covering and appliance  replacements,  and air conditioning  unit  replacements.
During  the  three  months  ended  March  31,  2000,   the   Partnership   spent
approximately $3,000 consisting primarily of floor covering replacements.  These
improvements were funded from operating cash flow.

The additional  capital  improvements will be incurred only if cash is available
from  operations  and  Partnership  reserves.  To the extent that such  budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.

The  Registrant's  current assets are thought to be sufficient for any near term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of approximately  $11,227,000,  net of discount,  is amortized over
varying periods with required balloon payments ranging from November 15, 2002 to
November 1, 2003. The Corporate  General  Partner will attempt to refinance such
indebtedness  and/or sell the  properties  prior to such  maturity  date. If the
properties cannot be refinanced or sold for a sufficient  amount, the Registrant
will risk losing such properties through foreclosure.

Cash distributions from operations of approximately  $500,000 ($495,000 of which
was paid to the  limited  partners,  $33.00 per  limited  partnership  unit) and
$1,000,000  ($990,000  of which was paid to the  limited  partners,  $66.00  per
limited  partnership  unit) were made to the  partners  during the three  months
ended  March 31,  2000 and 1999,  respectively.  The  Registrant's  distribution
policy is reviewed on a semi-annual basis. Future cash distributions will depend
on the levels of net cash generated from  operations,  the  availability of cash
reserves,  and the  timing of debt  maturities,  refinancings,  and/or  property
sales.  There can be no assurance;  however,  that the Registrant  will generate
sufficient funds from operations to permit further distributions to its partners
in 2000 or subsequent  periods.  Distributions may be further  restricted by the
requirement to deposit net operating income (as described in the mortgage notes)
into a Reserve Account until the Reserve Account is funded in an amount equal to
$300 to $325 per  apartment  unit for  Quail  Hollow,  Stone  Mountain  West and
Heritage  Pointe for a total of $151,800 to  $164,500.  The  mortgage  agreement
stipulates a minimum  reserve of $400 per apartment  unit at Windsor Hills for a
total of  $120,000.  As of  March  31,  2000 the  Partnership  had  deposits  of
approximately $441,000 in its Reserve Accounts.

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the Partnership,  the Corporate  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Part 1 - Financial Information, Item 1. Financial Statements, Note B - Transfer
of  Control").  The  plaintiffs  seek  monetary  damages and  equitable  relief,
including  judicial  dissolution  of the  Partnership.  On June  25,  1998,  the
Corporate  General  Partner filed a motion seeking  dismissal of the action.  In
lieu  of  responding  to the  motion,  the  plaintiffs  have  filed  an  amended
complaint.  The  Corporate  General  Partner  filed  demurrers  to  the  amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a  Stipulation  of  Settlement,  settling  claims,  subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999.  Prior to the  December  10,  1999  hearing  the  Court  received  various
objections to the settlement,  including a challenge to the Court's  preliminary
approval based upon the alleged lack of authority of class  plaintiffs'  counsel
to enter the settlement. On December 14, 1999, the Corporate General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Corporate  General Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

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  during the  quarter  ended  March 31,
                  2000:

                  None.

                                   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

                                 By:     Shelter Realty I Corporation
                                         Corporate General Partner

                                 By:     /s/Patrick J. Foye
                                         Patrick J. Foye

                                         Executive Vice President and Director

                                 By:     /s/Martha L. Long
                                         Martha L. Long
                                         Senior Vice President and
                                         Controller

                                 Date:   May 10, 2000


<TABLE> <S> <C>


<ARTICLE>                           5
<LEGEND>

This schedule  contains  summary  financial  information  extracted from Shelter
Properties  I 2000 First  Quarter  10-QSB and is  qualified  in its  entirety by
reference to such 10-QSB filing.

</LEGEND>

<CIK>                               0000316220
<NAME>                              Shelter Properties I
<MULTIPLIER>                                           1,000


<S>                                   <C>
<PERIOD-TYPE>                       3-MOS
<FISCAL-YEAR-END>                   DEC-31-2000
<PERIOD-START>                      JAN-01-2000
<PERIOD-END>                        MAR-31-2000
<CASH>                                                 1,501
<SECURITIES>                                               0
<RECEIVABLES>                                            134
<ALLOWANCES>                                               0
<INVENTORY>                                                0
<CURRENT-ASSETS>                                           0 <F1>
<PP&E>                                                21,557
<DEPRECIATION>                                        15,103
<TOTAL-ASSETS>                                         8,986
<CURRENT-LIABILITIES>                                      0 <F1>
<BONDS>                                               11,227
                                      0
                                                0
<COMMON>                                                   0
<OTHER-SE>                                            (2,919)
<TOTAL-LIABILITY-AND-EQUITY>                               0
<SALES>                                                    0
<TOTAL-REVENUES>                                       1,389
<CGS>                                                      0
<TOTAL-COSTS>                                              0
<OTHER-EXPENSES>                                       1,067
<LOSS-PROVISION>                                           0
<INTEREST-EXPENSE>                                       233
<INCOME-PRETAX>                                            0
<INCOME-TAX>                                               0
<INCOME-CONTINUING>                                        0
<DISCONTINUED>                                             0
<EXTRAORDINARY>                                            0
<CHANGES>                                                  0
<NET-INCOME>                                             322
<EPS-BASIC>                                            21.27 <F2>
<EPS-DILUTED>                                              0
<FN>

<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.

</FN>


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission