ANGELES PARK COMMUNITIES LTD
10QSB, 1995-08-10
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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             FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
                          Quarterly or Transitional Report

                     (As last amended by 34-32231, eff. 6/3/93.)

                       U.S. Securities and Exchange Commission
                               Washington, D.C.  20549


                                     Form 10-QSB

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


                    For the quarterly period ended June 30, 1995

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

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

                           Commission file number 0-10199


                           ANGELES PARK COMMUNITIES, LTD.
          (Exact name of small business issuer as specified in its charter)


               California                                     95-3558497
      (State or other jurisdiction of                        (IRS Employer
      incorporation or organization)                         Identification No.)

      One Insignia Financial Plaza, P.O. Box 1089
         Greenville, South Carolina                                   29602
      (Address of principal executive offices)                      (Zip Code)


                      Issuer's telephone number (803) 239-1000


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


<PAGE>



                        PART I - FINANCIAL INFORMATION

      ITEM 1.  FINANCIAL STATEMENTS

      a)                   ANGELES PARK COMMUNITIES, LTD.

                             CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
                                          
                                    June 30, 1995

<TABLE>

       <S>                                               <C>            <C>
       Assets
            Cash:

               Unrestricted                                             $   137,089

               Restricted--tenant security deposits                          17,946

            Accounts receivable, less allowance for
               doubtful accounts of $1,160,000                               12,459

            Escrow for taxes                                                105,835

            Other assets                                                    359,273

            Investment properties:

               Land                                      $ 1,043,112

               Buildings and related personal property     4,716,328

                                                           5,759,440

               Less accumulated depreciation              (4,061,888)     1,697,552

                                                                        $ 2,330,154

            Liabilities and Partners' Deficit

            Liabilities

               Accounts payable                                         $    41,383

               Tenant security deposits                                      17,946

               Accrued taxes                                                 84,218

               Other liabilities                                             99,418

               Mortgage notes payable                                     5,025,727

            Partners' Deficit

               General partners'                         $  (161,305)

               Limited partners' (15,093 units issued
                  and outstanding)                        (2,777,233)    (2,938,538)

                                                                        $ 2,330,154

      </TABLE>


             See Accompanying Notes to Consolidated Financial Statements



                                          1

<PAGE>




      b)                   ANGELES PARK COMMUNITIES, LTD.

                         CONSOLIDATED STATEMENTS OF OPERATIONS        
                                     (Unaudited)


<TABLE>
<CAPTION>

                                        Three Months Ended              Six Months Ended
                                             June 30,                      June 30,

                                        1995          1994            1995           1994 

       <S>                            <C>          <C>            <C>            <C>

       Revenues:

        Rental income                 $  432,940    $ 411,585       $  947,811    $  892,543

        Other income                      91,291        4,102           97,403        10,498

          Total revenues                 524,231      415,687        1,045,214       903,041

       Expenses:

        Operating                        145,493      119,892          279,578       272,045

        General and administrative        41,571       59,163           83,419       106,534

        Property management fees          23,358       22,575           49,262        46,464

        Maintenance                       68,298       59,084           86,298       102,073

        Depreciation                      78,749       77,629          156,977       155,257

        Interest                         150,221      155,258          306,689       284,950

        Property taxes                    41,435       45,891           82,870        83,085

        Bad debt recovery               (750,000)          --         (750,000)           --

        Tenant reimbursements            (11,599)          --          (11,599)           --

          Total expenses                (212,474)     539,492          283,494     1,050,408

       Net income (loss) before
        extraordinary item               736,705     (123,805)         761,720      (147,367)

       Extraordinary gain on early
        extinguishment of debt                --        6,467               --         6,467

          Net income (loss)           $  736,705    $(117,338)      $  761,720    $ (140,900)

       Net income (loss) allocated
        to general partners (1%)      $    7,367    $  (1,173)      $    7,617    $   (1,409)

       Net income (loss) allocated
        to limited partners (99%)        729,338     (116,165)         754,103      (139,491)

          Net income (loss)           $  736,705    $(117,338)      $  761,720    $ (140,900)

       Per limited partnership
        unit:

        Net income (loss) before
          extraordinary item          $    48.32    $   (8.11)      $    49.96     $   (9.65)  

        Extraordinary gain                    --          .42               --           .42   

          Net income (loss)           $    48.32    $   (7.69)      $    49.96     $   (9.23)  

</TABLE>

         See Accompanying Notes to Consolidated Financial Statements


                                          2

<PAGE>




      c)                   ANGELES PARK COMMUNITIES, LTD.

               CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT 
                                    June 30, 1995
                                    (Unaudited) 


<TABLE>
<CAPTION>

                                          Limited
                                        Partnership    General        Limited
                                           Units      Partners       Partners        Total   

       <S>                             <C>           <C>           <C>           <C>
       Original capital
          contributions                    15,112     $   1,000    $15,112,000   $15,113,000

       Partners' deficit at
          December 31, 1994                15,093     $(168,922)   $(3,531,336)  $(3,700,258)

       Net income for the six
          months ended June 30, 1995           --         7,617        754,103       761,720

       Partners' deficit at
          June 30, 1995                    15,093     $(161,305)   $(2,777,233)  $(2,938,538)

      </TABLE>


             See Accompanying Notes to Consolidated Financial Statements


                                          3

<PAGE>



      d)                   ANGELES PARK COMMUNITIES, LTD.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS       
                                     (Unaudited)

<TABLE>
<CAPTION>

                                                              Six Months Ended 
                                                                   June 30, 

                                                             1995              1994

       <S>                                                <C>            <C>
       Cash flows from operating activities: 

          Net income (loss)                                $ 761,720        $(140,900)

          Adjustments to reconcile net income (loss) to 
             net cash provided by (used in) operating 
             activities: 

             Depreciation                                    156,977          155,257

             Amortization of loan costs                       33,292           13,537

             Extraordinary gain on early extinguishment
                  of debt                                         --           (6,467)

          Change in accounts: 

             Restricted cash                                 (13,317)         (11,135)

             Accounts receivable                             171,060            5,044

             Escrows for taxes                               (94,421)          87,698

             Other assets                                   (747,614)         (19,430)

             Accounts payable                                  8,624             (485)

             Tenant security deposit liabilities              11,695           11,698

             Accrued taxes                                    16,870          (82,009)

             Other liabilities                              (159,974)        (291,994)

              Net cash provided by (used in) operating
                  activities                                 144,912         (279,186)

       Cash flows from investing activities:

          Property improvements and replacements             (15,648)         (17,410)

          Proceeds from AMIT investment                      750,000               --

              Net cash provided by (used in) 
                  investing activities                       734,352          (17,410)

      </TABLE>



             See Accompanying Notes to Consolidated Financial Statements


                                          4

<PAGE>




      d)                   ANGELES PARK COMMUNITIES, LTD.

                  CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                     (Unaudited)

<TABLE>
<CAPTION>
                                                               Six Months Ended 
                                                                   June 30,

                                                                1995             1994    

       <S>                                                <C>               <C>
       Cash flows from financing activities: 

          Payments on mortgage notes payable                  $(891,683)    $   (17,289)

          Proceeds from refinancing                                  --       5,950,000

          Repayment of loans                                         --      (5,385,185)

          Loan costs                                                 --        (416,155)

             Net cash (used in) provided by
                  financing activities                         (891,683)        131,371

       Net decrease in cash                                     (12,419)       (165,225)

       Cash at beginning of period                              149,508         210,740

       Cash at end of period                                  $ 137,089     $    45,515

       Supplemental disclosure of cash 
          flow information:

          Cash paid for interest                              $ 277,705     $   482,726

      </TABLE>


             See Accompanying Notes to Consolidated Financial Statements



                                          5

<PAGE>




      e)                   ANGELES PARK COMMUNITIES, LTD.

                            NOTES TO FINANCIAL STATEMENTS
                                     (Unaudited)


      Note A - Basis of Presentation

         The accompanying unaudited financial statements have been prepared in
      accordance with generally accepted accounting principles for interim
      financial information and with the instructions to Form 10-QSB and Item
      310(b) of Regulation S-B.  Accordingly, they do not include all of the
      information and footnotes required by generally accepted accounting
      principles for complete financial statements.  In the opinion of the
      Managing General Partner, all adjustments (consisting of normal
      recurring accruals) considered necessary for a fair presentation have
      been included.  Operating results for the six month period ended June
      30, 1995, are not necessarily indicative of the results that may be
      expected for the fiscal year ending December 31, 1995.  For further
      information, refer to the financial statements and footnotes thereto
      included in the Partnership's annual report on Form 10-KSB for the
      fiscal year ended December 31, 1994.

         Certain reclassifications have been made to the 1994 information to
      conform to the 1995 presentation.


      Note B - Transactions with Affiliated Parties

         The Partnership has no employees and is dependent on the Managing
      General Partner and its affiliates for the management and administration
      of all partnership activities.  The Partnership Agreement provides for
      payments to affiliates for services and as reimbursement of certain
      expenses incurred by affiliates on behalf of the Partnership.  The
      following amounts were paid to the Managing General Partner and
      affiliates during the six months ended June 30, 1995 and 1994:


                                                       1995            1994  

       Property management fees                      $49,262        $46,464

       Reimbursement for services of affiliates       50,031         42,876


         The Partnership insures its properties under a master policy through
      an agency and insurer unaffiliated with the Managing General Partner. 
      An affiliate of the Managing 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 Managing General Partner, who
      receives payments on these obligations from the agent.  The amount of
      the Partnership's insurance premiums accruing to the benefit of the
      affiliate of the Managing General Partner by virtue of the agent's
      obligations is not significant.

         In November 1992, Angeles Acceptance Pool, L.P. ("AAP"), a Delaware
      limited partnership was organized to acquire and hold the obligations
      evidencing the working capital loan previously provided to the
      Partnership by Angeles Capital Investments, Inc. ("ACII").  Angeles
      Corporation  ("Angeles") is the 99% limited partner of AAP and 



                                         6

<PAGE>



      Note B - Transactions with Affiliated Parties - (continued)

      Angeles Acceptance Directives, Inc. ("AAD"), an affiliate of the
      Managing General Partner, was, until April 14, 1995, the 1% general
      partner of AAP.  On April 14, 1995, 
      as part of a settlement of claims between affiliates of the Managing
      General Partner and Angeles, AAD resigned as general partner of AAP and
      simultaneously received a 1/2% limited partner interest in AAP.  An
      affiliate of Angeles now serves as the general partner of AAP.  

         This working capital loan provided funding for the Partnership's
      operating deficits in prior years.  Total interest expense for this loan
      was $4,119 for the six months ended June 30, 1994.  During the second
      quarter of 1994, the principal and accrued interest due on this loan was
      paid in full as a result of the refinancing of the mortgage indebtedness
      of the Partnership. 

        In July 1993, Angeles Mortgage Investment Trust ("AMIT"), a real
      estate investment trust, formerly affiliated with Angeles, initiated
      litigation against the Partnership and other partnerships which loaned
      money to AMIT seeking to avoid repayment of such obligations.  The
      Partnership subsequently filed a counterclaim against AMIT seeking to
      enforce the obligation, the principal amount of which was $750,000 plus
      accrued interest from March 1993 ("AMIT Obligation").

         MAE GP Corporation ("MAE GP"), an affiliate of the Managing General
      Partner, owns 1,675,113 Class B Shares of AMIT.  MAE GP has the option
      to convert these Class B Shares, in whole or in part, into Class A
      Shares on the basis of 1 Class A Share for every 49 Class B Shares. 
      These Class B Shares entitle MAE GP to receive 1% of the distributions
      of net cash distributed by AMIT.  These Class B Shares also entitle MAE
      GP to vote on the same basis as Class A Shares which allows MAE GP to
      vote approximately 33% of the total shares (unless and until converted
      to Class A Shares at which time the percentage of the vote controlled
      represented by the shares held by MAE GP would approximate 1% of the
      vote).  Between the date of acquisition of these shares (November 24,
      1992) and March 31, 1995, MAE GP has declined to vote these shares. 
      Since that date, MAE GP voted its shares at the 1995 annual meeting in
      connection with the election of trustees and other matters.  MAE GP has
      not exerted and continues to decline to exert any management control
      over or participate in the management of AMIT.  However, MAE GP may
      choose to vote these shares as it deems appropriate in the future.

         On November 9, 1994, the Partnership executed a definitive Settlement
      Agreement to settle the dispute with respect to the AMIT Obligation. 
      The actual closing of the Settlement occurred April 14, 1995.  The
      Partnership's claim was satisfied by a cash payment to the Partnership
      totalling $827,250 (the "Settlement Amount") at closing.   


         As part of the above described settlement, MAE GP granted to AMIT an
      option to acquire the Class B Shares owned by it.  This option can be
      exercised at the end of 10 years or when all loans made by AMIT to
      partnerships affiliated with MAE GP as of November 9, 1994, (which is
      the date of execution of a definitive Settlement Agreement), have been
      paid in full, but in no event prior to November 9, 1997. AMIT delivered
      to MAE GP cash in the sum of $250,000 at closing, which occurred April
      14, 1995, as payment for the option.  Upon exercise of the option, AMIT
      would remit to MAE GP an additional $94,000.


                                         7


<PAGE>


      Note B - Transactions with Affiliated Parties - (continued)

         Simultaneously with the execution of the option, MAE GP executed an
      irrevocable proxy in favor of AMIT the result of which is MAE GP will be
      able to vote the Class B Shares on all matters except those involving
      transactions between AMIT and MAE GP affiliated borrowers or the
      election of any MAE GP affiliate as an officer or trustee of AMIT.  On
      those matters, MAE GP granted to the AMIT trustees in their capacity as
      trustees of AMIT proxies with regard to the Class B Shares instructing
      such trustees to vote said Class B Shares in accordance with the vote of
      the majority of the Class A Shares voting to be determined without
      consideration of the votes of "Excess Class A Shares" as defined in
      Section 6.13 of the Declaration of Trust of AMIT.

         The Partnership has filed a Proof of Claim in the bankruptcy
      proceeding of Angeles concerning the Partnership's indebtedness to AAP. 
      The Proof of Claim alleges that instead of causing the Partnership to
      pay AAP on account of such debt, Angeles either itself or through an
      affiliate, caused the Partnership to make payment to another Angeles
      affiliate.  To the extent that such action results in the Partnership
      not receiving credit for the payments so made, the Partnership will have
      been damaged in an amount equal to the misappropriated payments. 
      Subsequent to June 30, 1995, an Angeles affiliate acknowledged
      constructive receipt of such payment and therefore, the Managing General
      Partner anticipates resolution in favor of the Partnership.

         Finally, the Managing General Partner of the Partnership has been
      informed by representatives of Angeles that in connection with certain
      sales of properties in prior years, the Partnership paid an incentive
      fee of $840,000 to Angeles Real Estate Corporation ("ARECO"), a wholly
      owned subsidiary of Angeles.  The last incentive fee, which was paid to
      ARECO without the knowledge of the current management of the Managing
      General Partner in January 1993, was equal to 4% of the sales price of
      the properties sold in 1992, or $167,000.  The Managing General Partner
      originally believed that the  incentive fees previously paid were not in
      accordance with the Partnership Agreement.  As a result, the Partnership
      filed a claim against Angeles for the total fees, or $1,007,000.  After
      investigating this matter further, it appears that the incentive fees
      may have been paid in accordance with the terms of the Partnership
      Agreement or that the manner in which they were paid may not give rise
      to a sustainable claim on behalf of the Partnership.  However, it is
      possible that a claim for repayment of some or all of these fees could
      arise at some point in the future if sufficient distributions are not
      made to the partners to result in their receiving their original capital
      investment plus a cumulative return of 6%. In light of all of the facts
      and circumstances known at this time, the Managing General Partner has
      determined that the likelihood of success and significant recovery
      resulting from pursuit of a claim is not sufficient to warrant the costs
      which the Partnership would incur to pursue the claim.  Therefore, the
      Managing General Partner anticipates that this claim will not be
      pursued.



                                         8


<PAGE>




      ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 

         The Partnership's investment properties consist of one mobile home
      park and one recreational vehicle park.  The following table sets forth
      the average occupancy of the properties for the six months ended June
      30, 1995 and 1994:

                                                           Average  
                                                          Occupancy 

       Property                                          1995        1994

       Cloverleaf Farms
          Brooksville, Florida                           99%         100% 

       Cloverleaf Forest (1)
          Brooksville, Florida                           70%          64% 


      (1) This investment property is a recreational vehicle park and
          occupancy typically declines during the second and third
          quarters.

         For the six months ended June 30, 1995, the Partnership generated net
      income of $761,720 versus a net loss of $140,900 for the six months
      ended June 30, 1994.  The Partnership generated net income of $736,705
      for the three months ended June 30, 1995 versus a net loss of $117,338
      for the three months ended June 30, 1994.  The increase in income for
      the three and six months ended June 30, 1995 versus the net loss for the
      three and six months ended June 30, 1994 is due to the recovery of
      amounts previously written off as bad debt (See discussion below).

         Total revenues increased for the three and six months ended June 30,
      1995 versus the three and six months ended June 30, 1994 due primarily
      to an increase in other income.  The Partnership received $827,250 from
      AMIT in satisfaction of the $750,000 note receivable that the
      Partnership had from AMIT.  Of the $822,250 received, $77,250 was
      applied to interest income.  In addition, rental income increased due to
      increased occupancy at the Cloverleaf Forest property.  General and
      administrative expense decreased during the three and six months ended
      June 30, 1995, as compared to the same period in 1994 as a result of a
      decrease in legal expenses.  These legal expenses in 1994 were incurred
      as a result of negotiations with AMIT regarding the note receivable. 
      Maintenance expense decreased during the three and six months ended June
      30, 1995, as compared to the same period in 1994 due to a decrease in
      contract yards and grounds expense.  For the six months ended June 30,
      1995, interest expense increased due to the refinancing of the
      Partnership's previous mortgage indebtedness in June 1994.  This
      refinancing created additional financing amounting to $950,000.  As part
      of this refinancing, the Partnership was forgiven $6,467 in previously
      accrued interest.  Finally, the Partnership executed an agreement with
      the tenants of the Cloverleaf Farms investment property whereby certain
      operating, maintenance and tax expenses will be passed through to the
      tenants.  The total of these reimbursements was $11,599 for the six
      months ended June 30, 1995.

         As part of the ongoing business plan of the Partnership, the Managing
      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 expense.  As part of this plan the
      Managing General Partner attempts to protect the Partnership from the
      burden of 



                                    9

<PAGE>



      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 Managing General Partner will be able to
      sustain such a plan.

         At June 30, 1995, the Partnership had unrestricted cash of $137,089
      versus $45,515 at June 30, 1994.  Net cash flows from operating
      activities increased primarily due to a decrease in accounts receivable. 
      The decrease in accounts receivable relates to the collection on a
      $325,000 receivable that the Partnership has from the tenants of an
      investment property that the Partnership sold in July 1987.  The
      receivable related to mandatory water and sewer improvements imposed by
      the State of Florida.  The Partnership paid for these improvements and
      expected to be reimbursed by the tenants.  Due to the previous
      uncertainty of collection of such receivable, the Partnership fully
      reserved for the receivable at December 31, 1993.  At December 31, 1994,
      the Managing General Partner of the Partnership had reached an agreement
      as to the settlement amount of this receivable, which amounted to
      $172,000.  As a result, the Partnership received $172,000 as a final
      settlement of the receivable.  Net cash from investing activities
      increased due to the receipt of $750,000 in proceeds relating to the
      AMIT investment.  These funds were used to pay down the Partnership's
      second mortgage.  Net cash used in financing activities increased as a
      result of an $800,000 principal paydown on the second mortgage for
      Cloverleaf Farms.

         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 Partnership.  Such
      assets are currently thought to be sufficient for any near-term needs of
      the Partnership.  The mortgage indebtedness of $5,025,727 consists of a
      first mortgage of $4,969,430, which is being amortized over 30 years
      with a balloon payment of $4,692,343 due on July 15, 2001, and a second
      mortgage of $56,297.  As mentioned previously, the Partnership paid down
      $800,000 on the second mortgage in June 1995.  This note will be paid
      off in November 1995.  The Managing General Partner is in negotiations
      to sell the Partnership's remaining investment properties.  The outcome
      of such negotiations is uncertain at this time.  If the properties are
      not sold, then upon maturity of the first mortgage, the properties will
      either be refinanced or sold.  Future cash distributions will depend on
      the levels of net cash generated from operations, property sales and the
      availability of cash reserves.  There were no cash distributions in the
      first six months of 1995.



                                         10


<PAGE>


                             PART II - OTHER INFORMATION

      ITEM 1.  LEGAL PROCEEDINGS

        In July 1993, AMIT, a real estate investment trust, formerly
      affiliated with Angeles Corporation ("Angeles"), initiated litigation
      against the Partnership and other partnerships which loaned money to
      AMIT seeking to avoid repayment of such obligations.  The Partnership
      subsequently filed a counterclaim against AMIT seeking to enforce the
      obligation, the principal amount of which is $750,000 plus accrued
      interest from March 1993 ("AMIT Obligation").

         MAE GP Corporation ("MAE GP"), an affiliate of the Managing General
      Partner, owns 1,675,113 Class B Shares of AMIT.  MAE GP has the option
      to convert these Class B Shares, in whole or in part, into Class A
      Shares on the basis of 1 Class A Share for every 49 Class B Shares. 
      These Class B Shares entitle MAE GP to receive 1% of the distributions
      of net cash distributed by AMIT.  These Class B Shares also entitle MAE
      GP to vote on the same basis as Class A Shares which allows MAE GP to
      vote approximately 33% of the total shares (unless and until converted
      to Class A Shares at which time the percentage of the vote controlled
      represented by the shares held by MAE GP would approximate 1% of the
      vote).  Between the date of acquisition of these shares (November 24,
      1992) and March 31, 1995, MAE GP has declined to vote these shares. 
      Since that date, MAE GP voted its shares at the 1995 annual meeting in
      connection with the election of trustees and other matters.  MAE GP has
      not exerted and continues to decline to exert any management control
      over or participate in the management of AMIT.  However, MAE GP may
      choose to vote these shares as it deems appropriate in the future.

         On November 9, 1994, the Partnership executed a definitive Settlement
      Agreement to settle the dispute with respect to the AMIT Obligation. 
      The actual closing of the Settlement occurred April 14, 1995.  The
      Partnership's claim was satisfied by a cash payment to the Partnership
      totalling $827,250 (the "Settlement Amount") at closing.   

         As part of the above described settlement, MAE GP granted to AMIT an
      option to acquire the Class B Shares owned by it.  This option can be
      exercised at the end of 10 years or when all loans made by AMIT to
      partnerships affiliated with MAE GP as of November 9, 1994 which is the
      date of execution of a definitive Settlement Agreement, have been paid
      in full, but in no event prior to November 9, 1997. AMIT delivered to
      MAE GP cash in the sum of $250,000 at closing, which occurred April 14,
      1995, as payment for the option.  Upon exercise of the option, AMIT
      would remit to MAE GP an additional $94,000.

         Simultaneously with the execution of the option, MAE GP executed an
      irrevocable proxy in favor of AMIT the result of which is MAE GP will be
      able to vote the Class B Shares on all matters except those involving
      transactions between AMIT and MAE GP affiliated borrowers or the
      election of any MAE GP affiliate as an officer or trustee of AMIT.  On
      those matters, MAE GP granted to the AMIT trustees in their capacity as
      trustees of AMIT proxies with regard to the Class B Shares instructing
      such trustees to vote said Class B Shares in accordance with the vote of
      the majority of the Class A Shares voting to be determined without
      consideration of the votes of "Excess Class A Shares" as defined in
      Section 6.13 of the Declaration of Trust of AMIT.


                                         11

<PAGE>



         The Partnership has filed a Proof of Claim in the bankruptcy
      proceeding of Angeles concerning the Partnership's indebtedness to
      Angeles Acceptance Pool, L.P. ("AAP").  The Proof of Claim alleges that
      instead of causing the Partnership to pay AAP on account of such debt,
      Angeles either itself or through an affiliate, caused the Partnership to
      make payment to another Angeles affiliate.  To the extent that such
      action results in the Partnership not receiving credit for the payments
      so made, the Partnership will have been damaged in an amount equal to
      the misappropriated payments.  Subsequent to June 30, 1995, an Angeles
      affiliate acknowledged constructive receipt of such payment and
      therefore, the Managing General Partner anticipates resolution in favor
      of the Partnership.

         Finally, the Managing General Partner of the Partnership has been
      informed by representatives of Angeles that in connection with certain
      sales of properties in prior years, the Partnership paid an incentive
      fee to Angeles Real Estate Corporation ("ARECO"), a wholly owned
      subsidiary of Angeles.  The last incentive fee, which was paid to ARECO
      without the knowledge of the current management of the Managing General
      Partner in January 1993, was equal to 4% of the sales price of the
      properties sold in 1992, or $167,000.  The Partnership Agreement
      requires that the Partnership distribute to the limited partners their
      original capital contribution, plus a cumulative 6% return.  Currently,
      the limited partners have not received the distribution of their
      original capital investment nor the 6% cumulative distribution.
      Accordingly, the Managing General Partner believed that the $167,000 fee
      was not in accordance with the Partnership Agreement.  In addition, the
      Managing General Partner believed that incentive fees of $840,000
      previously paid were not in accordance with the Partnership Agreement. 
      As a result, the Partnership filed a claim against Angeles for the total
      fees, or $1,007,000.  Subsequently, the Managing General Partner had
      determined that the likelihood of success in pursuit of such a claim
      will not be sufficient to cover the costs to pursue the claim. 
      Therefore, the Managing General Partner anticipates that this claim will
      be withdrawn.

         The Registrant is unaware of any other pending or outstanding
      litigation that is not of a routine nature.  The Managing General
      Partner of the Registrant believes that all such pending or outstanding
      litigation will be resolved without a material adverse effect upon the
      business, financial condition or operations of the Partnership.


      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 From 8-K:  None filed during the quarter
                     ended June 30, 1995.


                                         12

<PAGE>


                                     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.



                                          ANGELES PARK COMMUNITIES, LTD.

                                          By:   Angeles Realty Corporation
                                                Managing General Partner


                                          By:
                                                Carroll D. Vinson
                                                President


                                          By:
                                                Robert D. Long, Jr.
                                                Controller and Principal 
                                                Accounting Officer

                                          Date: August 9, 1995

<PAGE>



                                     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.


                                          ANGELES PARK COMMUNITIES, LTD. 

                                          By:   Angeles Realty Corporation
                                                Managing General Partner


                                          By:   /s/Carroll D. Vinson
                                                Carroll D. Vinson
                                                President, Director


                                          By:   /s/Robert D. Long, Jr.
                                                Robert D. Long, Jr.
                                                Controller and Principal 
                                                Accounting Officer


                                          Date: August 9, 1995



                                         13



<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Angeles Park Communities, Ltd.'s 1995 second quarter 10-QSB and is
qualified in its entirety by reference to such 10-QSB filing.
</LEGEND>
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                DEC-31-1995
<PERIOD-END>                     JUN-30-1995
<CASH>                               137,089
<SECURITIES>                               0
<RECEIVABLES>                      1,172,459
<ALLOWANCES>                      (1,160,000)
<INVENTORY>                                0
<CURRENT-ASSETS>                     273,329
<PP&E>                             5,759,440
<DEPRECIATION>                    (4,061,888)
<TOTAL-ASSETS>                     2,330,154
<CURRENT-LIABILITIES>                143,547
<BONDS>                            5,025,727
<COMMON>                                   0
                      0
                                0
<OTHER-SE>                        (2,938,538)
<TOTAL-LIABILITY-AND-EQUITY>       2,330,154
<SALES>                                    0
<TOTAL-REVENUES>                   1,045,214
<CGS>                                      0
<TOTAL-COSTS>                              0
<OTHER-EXPENSES>                     283,494
<LOSS-PROVISION>                           0
<INTEREST-EXPENSE>                   306,689
<INCOME-PRETAX>                      761,720
<INCOME-TAX>                               0
<INCOME-CONTINUING>                  761,720
<DISCONTINUED>                             0
<EXTRAORDINARY>                            0
<CHANGES>                                  0
<NET-INCOME>                         761,720
<EPS-PRIMARY>                          49.96
<EPS-DILUTED>                              0
        




</TABLE>


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