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 [Fee Required]
For the fiscal year ended December 31, 1995
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 0-11970
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
(Name of small business issuer in its charter)
Delaware 36-3240083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
8700 West Bryn Mawr
Chicago, Illinois 60631
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (312) 399-8700
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. [X]
State issuer's revenues for its most recent fiscal year. $1,977,465
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 December 31, 1995. Market value information for the
Registrant's partnership interests is not available. Should a trading market
develop for these interests, it is management's belief that such trading would
not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Prospectus of the Registrant dated April 8, 1983, and
filed pursuant to Rule 424(b) and (c) under the Securities Act of 1933
are incorporated by reference into Parts I, III and IV of this Annual
Report on Form 10-K.
PART I
Item 1. Business
The Registrant, Prudential-Bache/VMS Realty Associates L.P. I (the
"Partnership") is a limited partnership formed in May 1983 under the Delaware
Revised Uniform Limited Partnership Act to acquire, operate, hold for
investment and ultimately dispose of existing income producing residential and
commercial properties. The Partnership sold $25,000,000 of Limited
Partnership Units to the public in 1983 pursuant to a Registration Statement
on Form S-11 under the Securities Act of 1933 (Registration Statement No.
2-70648). The Commission file number was subsequently changed by the
Commission on June 26, 1984, to 0-11970 because of the Partnership's
registration on Form 8-A as a Section 12(g) reporting entity under the
Securities Exchange Act of 1934. A total of 25,000 units were sold to the
public at $1,000 per unit. The Limited Partners share in the benefits of
ownership of the Partnership's real property investments according to the
number of Limited Partnership Units held.
The Partnership is engaged solely in the business of real estate
investment. Therefore, a presentation of industry segment information is not
applicable.
The Partnership used the net offering proceeds to acquire eight real
property investments of which two remain as of December 31, 1995. The
remaining properties are described under "Item 2, Description of Properties".
Employees
The Partnership has no employees. Officers and employees of affiliates
of VMS Realty Associates, an Illinois general partnership (the "Managing
General Partner") performed all administrative services for the Partnership
through December 31, 1993.
The terms and transactions between the Partnership and affiliates of the
Managing General Partner and Prudential-Bache Properties, Inc. ("PBP"), the
Associate General Partner (together with the Managing General Partner, the
"General Partners"), are set forth in "Item 12, Certain Relationships and
Related Transactions," to which reference is hereby made for a description of
such terms and transactions.
Effective January 1, 1994, affiliates of Insignia Financial Group, Inc.
("Insignia") began providing real estate advisory and asset management
services to the Partnership. As advisor, such affiliates provide all
partnership accounting and administrative services, investment management and
supervisory services over property management and leasing.
As discussed in "Item 6" and "Note A" of the Notes to Financial
Statements, the Partnership has adopted the liquidation basis of accounting
due to plans to terminate the Partnership upon the disposition of both of its
investment properties. Accordingly, the assets have been valued at estimated
net realizable value and liabilities are presented at their estimated
settlement amounts.
RECENT DEVELOPMENTS - VMS REALTY PARTNERS AND AFFILIATES
Past Liquidity Difficulties
As previously reported, VMS Realty Partners, an affiliate of VMS Realty
Investment, Ltd. ("VMSRIL"), and certain of its affiliates had experienced
severe liquidity problems. Because of VMS Realty Partners' inability to
resolve the liquidity problems affecting it and its affiliates, VMS Realty
Partners had generally suspended making payments relating to operating assets
of it and its affiliates, other than payments generally necessary to maintain
the operation of such assets and changed the business of VMS Realty Partners
and its affiliates, eliminating the acquisition and development of real estate
assets. However, VMSRIL and each of its affiliates that serve as general
partners of the Syndicated Partnerships, as defined below, continue to perform
their responsibilities as general partners. On November 18, 1993, VMS Realty
Partners assigned (without change in terms, including compensation) its asset
management responsibilities for the Syndicated Partnerships, other than VMS
National Properties Joint Venture, to Strategic Realty Advisors ("SRA"), a
real estate company with primary emphasis on asset management and property
management. SRA is wholly owned by Joel A. Stone, who is the sole shareholder
of one of the corporate partners of VMSRIL. In the case of a number of the
Syndicated Partnerships, including the Partnership, SRA subsequently assigned
such responsibilities to an affiliate of Insignia Financial Group, Inc.
("Insignia"), a fully integrated real estate service organization. See
"Insignia and MAE." SRA has retained, and is performing, such asset
management responsibilities for Syndicated Partnerships owning hotels. VMS
Realty Partners had previously assigned its asset management responsibilities
for VMS National Properties Joint Venture directly to an affiliate of
Insignia. See "Insignia Transaction - Management." The "Syndicated
Partnerships" are those partnerships, including the Partnership, of which
VMSRIL, one of the VMS Principal Entities (as defined below), or an affiliate
thereof, is the managing general partner (or a general partner of a general
partner) and as to which limited partnership interests were sold to investors
through syndications.
VMSRIL Agreement and CRA
In response to the above-described liquidity problems, on March 25, 1992,
VMSRIL, the managing general partner of the Partnership, and an affiliate of
(i.e., under common control with) the VMS Principal Entities, as defined
below, entered into an agreement (the "VMSRIL Agreement") with its single
major creditor, European American Bank, and one of its affiliates, EURAM
(collectively "EAB"), which held a lien on all of VMSRIL's assets.
The VMSRIL Agreement provided that for a 12-month period VMSRIL was
prohibited from engaging in business activities or operations unrelated to the
orderly liquidation of its existing assets, which liquidation was to be
conducted consistent with its duties as the managing general partner of the
Syndicated Partnerships. Notwithstanding the foregoing, the VMSRIL Agreement
provided that VMSRIL was not prohibited from engaging in any activities with
respect to the Syndicated Partnerships, including, but not limited to, the
continuation of the Syndicated Partnerships' business operations.
Under the VMSRIL Agreement, in order to facilitate VMSRIL's operation of
its assets in a manner intended to preserve and, if possible, enhance the
value of such assets prior to their disposition, EAB granted VMSRIL a
moratorium on enforcement of all indebtedness owed to EAB by VMSRIL. EAB
agreed that, during the one year term of the VMSRIL Agreement (assuming no
default by VMSRIL in the performance of its obligations under the VMSRIL
Agreement), EAB would not take any action which would materially adversely
affect the interests of VMSRIL, including, without limitation, demanding
payment of indebtedness and filing a petition to institute an involuntary
bankruptcy proceeding against VMSRIL.
Also in response to the above-described liquidity problems, on March 31,
1992, certain affiliates of VMSRIL, specifically VMS Realty Partners, Chicago
Wheaton Partners, VMS Realty Investors, VMS Financial Services, VMS Financial
Guarantee Limited Partnership and VMS Realty Guarantee Limited Partnership
(the "VMS Principal Entities") entered into the VMS Creditor Repayment
Agreement (the "CRA") with a number of parties including substantially all of
the unsecured and undersecured creditors (other than trade creditors) of the
VMS Principal Entities and certain of the unsecured or undersecured creditors
(other than trade creditors) of their affiliates (collectively, the
"Creditors"). Although VMSRIL is a party to the CRA, it is generally not
considered a VMS Principal Entity thereunder.
The CRA was intended to achieve a purpose comparable to that described
above for the VMSRIL Agreement. In consideration of the benefits received by
the Creditors under the CRA, the Creditors granted the VMS Principal Entities
a moratorium similar to that contained in the VMSRIL Agreement.
During the respective terms of, and under certain circumstances specified
in, the VMSRIL Agreement and the CRA, VMS Realty Partners and certain of its
affiliates, including VMSRIL, were required to pay certain sums derived from
their operations and asset dispositions to be applied to their restructured
debts; these sums were paid by VMS Realty Partners and its affiliates,
including VMSRIL, as and when required under the terms of those agreements.
Effective November 17, 1993, the VMS Principal Entities entered into the
Fifth Amendment to the CRA, dated as of October 25, 1993, pursuant to which
each VMS Principal Entity (and not VMSRIL) has transferred certain of its
assets in lieu of foreclosure (other than general partnership interests in
Syndicated Partnerships and assets that the Creditors chose not to acquire,
based on their view of the value of such assets and concerns about possible
liability associated with them) to separate trusts beneficially owned by the
Creditors of each of the respective transferring VMS Principal Entities,
subject to the liens of the applicable Creditors, in consideration of, among
other things, the granting of covenants not to sue by the respective Creditors
(and their successors and assigns) with respect to each of the VMS Principal
Entities' liability for the indebtedness owed such Creditors. Such
transactions have amicably concluded the debtor/creditor relationship between
the VMS Principal Entities and the Creditors.
Pursuant to the CRA and the Fifth Amendment thereto, and as an inducement
to the VMS Principal Entities to engage in the deed-in-lieu transactions
described above, substantial cash consideration was paid by the Creditors to
SRA as advanced payment for future services to be performed by SRA for the
benefit of the VMS Principal Entities.
During the summer of 1993, EAB introduced VMSRIL to Insignia, which was
engaged in discussions with EAB concerning the possible acquisition by an
Insignia affiliate of VMSRIL's debt to EAB and the assets securing that debt,
and the granting by that Insignia affiliate of a covenant not to sue VMSRIL.
This transaction has now occurred, effectively resolving VMSRIL's financial
difficulties with its single major creditor. See "Purchase of EAB and
Creditor Assets and Granting of Covenants Not to Sue."
Subsequently, Insignia entered into negotiations with VMSRIL that have
resulted in the execution of the Insignia Letter of Intent, and thereafter,
following consummation of certain transactions contemplated by the Insignia
Letter of Intent, an agreement dated July 14, 1994 ("Insignia Agreement"),
which terminated the Insignia Letter of Intent, and restructured certain of
the then unconsummated transactions that had been contemplated by the Insignia
Letter of Intent and provided for certain other agreements of the parties.
See "Insignia Transactions."
Insignia Transactions
Management
Effective November 16, 1993, the Insignia Letter of Intent was executed
by VMSRIL and various of its affiliates, SRA, Insignia and a limited
partnership ("ISLP").1 The Insignia Letter of Intent contemplated that VMSRIL
and affiliates of VMSRIL serving as general partners of Syndicated
Partnerships that do not own hotels ("Non-Hotel Syndicated Partnerships")
would withdraw as general partners and be replaced by MAERIL, Inc. (MAERIL"),
a single purpose affiliate of Metropolitan Asset Enhancement, L.P. ("MAE").
See "Settlement Agreement Proxies." MAE is a limited partnership in which
Insignia owns a 19.13% limited partnership interest and the general partner of
which is a corporation owned by Andrew L. Farkas, the Chairman and Chief
Executive Officer of Insignia.
Pursuant to the Insignia Agreement, MAERIL will become the substitute
general Partner of only the Selected Syndicated Partnerships2, rather than all
of the Non-Hotel Syndicated Partnerships as originally contemplated in the
Insignia Letter of Intent. MAERIL has already become the substitute general
partner of many of the Selected Syndicated Partnerships.
Pursuant to the terms of the Partnership's secured loan obligations with
respect to each of the Partnership's properties, the substitution of MAERIL as
general partner of the Partnership also requires lender consent. The
Partnership is in the process of obtaining the appropriate consent and expects
to receive lender approval.
1 An affiliate of MAE, as defined below, is the sole general partner in
ISLP, and an Insignia affiliate holds the limited partnership interest.
2 "Selected Syndicated Partnerships" means, collectively, the VMS National
Realty Partners I, VMS National Realty Partners II, Boca Glades
Associates, Ltd., Boca West Shopping Center Associates, Ltd., Four
Quarters Habitat Apartments Associates, Ltd., Hearthwood Associates,
Investors First-Staged Equity, L.P., Kendall Townhome Investors, Ltd.,
Lynnhaven Associates, Merrifields Apartments, Mount Regis Associates II,
Pasadena Office Park Associates, Prudential-Bache VMS Realty Associates
L.P. I, Scarlett Oaks Apartment Associates, Ltd., VMS Investors First-
Staged Equity L.P. II, Woodlawn Associates and Yorktown Towers
Associates.
Furthermore, pursuant to the Insignia Letter of Intent most of the Non-
Hotel Syndicated Partnerships retained (to the extent permitted under
applicable mortgages and other governing documents) an Insignia affiliate to
provide all management and asset management services to such Non-Hotel
Syndicated Partnerships for the maximum term permitted under the partnership
agreement or other governing documents of such Non-Hotel Syndicated
Partnerships. However, pursuant to the Insignia Agreement, Insignia
terminated it and its affiliates' rights and obligations to provide management
services to the following Syndicated Partnerships: Fort Lauderdale Office
Park Associates, Garden City Plaza Associates, Ltd., Jacksonville/Windsong
Apartments Associates, Natick Village Apartment Associates, Oak Brook
International Office Center Associates, Ramblewood Associates, 1600 Arch
Investors Ltd., 1600 Arch Limited Partnership, Valley View Associates, Valley
View Associates II, Village Green - Townhome Associates, Woodmere Associates,
Ltd. In addition, an Insignia affiliate will not provide management services
with respect to the Kendall Mall property, which was formally owned by VMS
Investors First-Staged Equity L.P. II. The Insignia Letter of Intent had
contemplated that the Insignia affiliate providing management and asset
management services to Syndicated Partnerships would retain SRA to assist it
in the provision of such management services; however, pursuant to the
Insignia Agreement, SRA has been retained to assist in the provision of
management services only to VMS National Properties Joint Venture and will not
be retained to provide such services with respect to any of the other
Syndicated Partnerships. In particular, Insignia, SRA, and the Partnership
have reached an agreement under which certain subsidiaries of Insignia are to
become the asset manager and property manager of the apartment complexes owned
by the Partnership throughout the country, for a total fee to Insignia of 5%
of collected revenues on each property.
Purchase of EAB and Creditor Assets and Granting of Covenants not to Sue
Pursuant to the Insignia Letter of Intent, ISLP purchased for an
aggregate price paid to EAB of $1,500,000 all of the debt of VMSRIL (the "EAB
Debt") and of VMSRIL to VMSRIL's single major creditor, EAB. Subsequently,
VMSRIL conveyed to ISLP in a transfer in lieu of foreclosure, all of the
assets (the "EAB Assets") securing the EAB Debt. The EAB Assets constituted
all of the assets owned by VMSRIL other than its rights to act as general
partner of the Syndicated Partnerships in which it is a general partner. In
connection with this conveyance, ISLP has covenanted (i) not to sue VMSRIL
with respect to the EAB Debt, (ii) to look exclusively to the EAB Assets for
payment of the EAB Debt and (iii) to repay (but only out of the proceeds
realized from the EAB Assets acquired by ISLP) loans made to VMSRIL, of which
approximately $845,000 was outstanding as of November 16, 1993 (including
principal and unpaid interest). These loans, which were originally made to
VMSRIL in 1992 by certain of its principals to provide VMSRIL sufficient funds
to permit it to meet its obligations under the VMSRIL Agreement, were repaid
in full by ISLP as of December 31, 1993.
Upon exercise of an option granted SRA pursuant to the Insignia Letter of
Intent, SRA acquired from Insignia, without payment of separate consideration,
all of the EAB assets relating to the Syndicated Partnerships that own hotels.
Furthermore, the Insignia Agreement contemplates, as did the Insignia Letter
of Intent, that ISLP may seek to purchase certain assets (the "Creditor
Assets") conveyed to creditors of VMSRP pursuant to the Fifth Amendment to the
CRA. Following any such purchase, ISLP will (i) covenant not to sue VMSRP
with respect to debts associated with the Creditor Assets, and (ii) agree to
look exclusively to the beneficial interest of the applicable creditors in the
Creditor Assets for payment of such debts.
Indemnities Granted by Insignia
Pursuant to the Insignia Letter of Intent, Insignia granted an indemnity
to each of the individual partners of each of the VMS Principal Entities and
each of their partners (the "Indemnified Partners") with respect to the Non-
Hotel Syndicated Partnerships, including the Partnership. Insignia agreed to
indemnify the Indemnified Partners for up to $500,000 of claims of creditors
in connection with (i) consummation of the transactions contemplated by the
Insignia Letter of Intent, (ii) the Indemnified Partners' roles as general
partners of, and service providers to, the Non-Hotel Syndicated Partnerships,
and (iii) the EAB and Creditor Assets. Payments with respect to this
indemnification obligation will be funded solely through a cash reserve (the
"Reserve") established by Insignia. The Reserve has been funded with $333,333
and, pursuant to the Insignia Agreement, is to be funded with an additional
$166,667 upon the offering by VMSRIL or its affiliates to cause the
substitution of MAERIL for VMSRIL or such affiliate with respect to 60% of the
Selected Syndicated Partnerships. In the event that the entire Reserve is not
applied to the payment of Insignia indemnity obligations, all of the remaining
funds in the Reserve will be paid over to SRA.
Pursuant to the Insignia Agreement, Insignia also will indemnify the
Indemnified Partners against all claims in connection with certain prospective
actions which may be taken by Insignia, MAE, and/or MAERIL. The Reserve may
not be used to pay Insignia's obligations with respect to this indemnity.
Compensation to VMSRIL Affiliate
The Insignia Letter of Intent also provided for certain business
relationships between Insignia (and its affiliates) and SRA. Pursuant to the
Insignia Letter of Intent, SRA was to perform certain services (the
"Services") for Insignia and its affiliates including:
(i) assisting Insignia and its affiliates in
minimizing their indemnity obligation under the
Letter of Intent;
(ii) maximizing the return on ISLP's investment in
the EAB and Creditor Assets; and
(iii) assisting (a) Insignia or its affiliates in
connection with the management and asset management
of properties owned by the Non-Hotel Syndicated
Partnerships and (b) MAERIL or its affiliates in
fulfillment of their obligations as substitute
general partner.
As discussed below, under the Insignia Agreement, SRA's right to provide
the services and receive compensation therefore was bought-out by Insignia,
and SRA will not provide the services other than provision of asset management
services to VMS National Properties Joint Venture.
For its provision of the Services, SRA was to receive a variety of forms
of compensation, including a right to acquire a 48.5% limited partnership
interest in ISLP for nominal consideration. SRA exercised this right on May
24, 1994, but, pursuant to the Insignia Agreement, subsequently revoked such
exercise, and relinquished such right. Prior to its exercise of this right,
SRA also received 48.5% of all amounts realized from the EAB Assets and the
other assets purchased by ISLP pursuant to the Insignia Letter of Intent, net
of certain specified deductions; such right to receive such payments was not
received, however, following SRA's revocation of the exercise of its
acquisition right. The payments to SRA prior to its exercise of its
acquisition right totaled $17,135. As further consideration, to the extent
Insignia became the property manager or asset manager for Non-Hotel Syndicated
Partnerships and retained SRA to assist it, Insignia was to pay SRA the SRA
Management Fee consisting of (a) 28% of the management and asset management
fees paid to Insignia affiliates by the Non-Hotel Syndicated Partnerships and
(b) 28% of all net income received by MAERIL (including all fees and
distributions) as a result of its acting as general partner of the Non-Hotel
Syndicated Partnerships. With certain exceptions, the obligations of Insignia
pursuant to the Insignia Letter of Intent were to be secured.
Although Insignia and MAE desired to have MAERIL substituted as the
general partner of the Selected Syndicated Partnerships, Insignia, MAE, and
ISLP determined that they did not require SRA's management and related
services on a long-term basis. Accordingly, the Insignia Agreement effects,
among other things, a buyout by Insignia of SRA's rights to provide the
Services and to receive the compensation therefore discussed above. Pursuant
to the Insignia Agreement, SRA's right to provide the Services was terminated,
except that SRA is required to assist Insignia in performing asset management
services for VMS National Properties Joint Venture (but none of the other
Syndicated Partnerships). Furthermore, Insignia and SRA acknowledged that
they no longer contemplate seeking to maintain any future or ongoing mutual
business relationships (although such relationships had been contemplated by
the Insignia Letter of Intent). Additionally, SRA will be owed no further
fees or obligations pursuant to the Insignia Letter of Intent or on account of
services it has provided or will provide, but in lieu thereof will receive the
following:
(a) $500,000 on closing;
(b) $100,000 on both of the first and second anniversaries of
closing;
(c) $226,250 each calendar quarter for 6 years commencing in the
calendar
quarter beginning in July of 1994;
(d) 28% of all fees and other payments received by (i) Insignia or
its affiliates for the provision of management services to Boca
West Center Associates, ltd. and (ii) MAERIL in its capacity of
substitute general partner of such Syndicated Partnership or
otherwise related to such Syndicated Partnership;
(e) the first $1.2 million of all net proceeds ("Net Proceeds") in
excess of the Calculation Amount3 derived by Insignia or ISLP
from the sale of Creditor Assets and EAB Assets; and
3 The Calculation Amount is equal to (x) $3.4 million plus (y) the
aggregate cost of each of the Creditor Assets acquired by ISLP
(including interest at a rate of 4% over Citibank's base rate from the
date of acquisition of each of the respective Creditor Assets) plus (z)
the sum of any amounts previously received by Insignia in repayment of
its loan to ISLP to acquire the EAB Assets and the Creditor Assets, or
by ISLP as proceeds of the sale, refinancing or disposition of any EAB
Assets or Creditor Assets, which Insignia or ISLP has been required to
disgorge by reason of a valid claim thereto asserted by an unaffiliated
party.
(f) 50% of Net Proceeds in excess of the sum of (i) the Calculation
Amount plus (ii) $1.2 million.
The payments pursuant to Clauses (a), (b), (e) and (f) of this paragraph
are referred to herein as the "Aggregate Payments." All of the obligations
specified in clauses (a) through (f) will be secured by a security interest in
Insignia's 48.5% limited partnership interest in ISLP and Insignia's economic
rights (but not obligations) pursuant to each of the property and asset
management agreements between Insignia or its affiliates and the Non-Hotel
Syndicated Partnerships. In order to further secure payment of such
obligations Insignia and MAERIL agreed that at such time and from time to time
as MAERIL becomes substitute general partners of a Selected Syndicated
Partnership, at the election of SRA either (i) Insignia and/or its affiliates
owning 100% of the stock of MAERIL shall pledge such stock to SRA or (ii)
MAERIL shall pledge to SRA 100% of its economic rights and entitlements of
every kind and nature (but not obligations) as general partner of each of the
Selected Syndicated Partnerships, including, but not limited to, rights to
general partner distributions and fees.
In addition, pursuant to the Insignia Agreement, Insignia and its
affiliates granted SRA a right of first refusal with respect to any proposed
future sale by Insignia of EAB Assets and Creditor Assets to which Insignia or
ISLP takes title by foreclosure, deed-in-lieu of foreclosure or otherwise.
Due to the imminent liquidation of the Partnership, the substitution of
MAERIL as the general partner as contemplated in the Insignia Agreement will
not occur. The Partnership expects to liquidate its investment in properties
and terminate in early to mid-1996.
Settlement Agreement Proxies
Under the terms of the Settlement Agreement (defined below), the holders
of 99% of the limited partnership interests in the Partnership have given
proxies to consent to an amendment of the partnership agreement of the
Partnership permitting withdrawal of a general partner of the partnership and
substitution of a replacement general partner if the withdrawing general
partner reasonably determines that (x) the proposed withdrawal will not result
in the reclassification of such Partnership as an association taxable as a
corporation for Federal income tax purposes; and (y) any proposed substitute
general partner has experience in real estate management and is reasonably
capitalized to carry out its duties and obligations as general partner.
Similar proxies have been used to facilitate the substitution of MAERIL as
general partner of each of the Selected Syndicated Partnerships of which
MAERIL has become the substitute general partner.
Prudential-Bache Properties, Inc., the minority general partner of VMS
National Hotel Portfolio I, is contemplated to withdraw as such pursuant to
the terms of that certain Stipulation of Settlement of New Action and Partial
Settlement of Consolidated Actions in the matters consolidated under the
caption In Re VMS Limited Partnership Securities Litigation, in the United
States District Court for the Northern District of Illinois (the "Settlement
Agreement"). See also "Insignia Transactions - Management."
Disposition of Properties
Certain of the Syndicated Partnerships have entered into a contract to
sell certain real estate assets. In addition, there are preliminary
discussions and negotiations with third parties regarding the sale of assets
owned by certain Syndicated Partnerships. There can be no assurance as to
whether any such negotiations, letters of intent or contracts will result in
the contemplated sales transactions. In addition, there can be no assurance
as to the amount of net proceeds which may result from any one or all of such
contemplated transactions. Since the CRA was entered into, Syndicated
Partnerships have consummated a number of property dispositions involving
sales, foreclosures, or deeds in lieu of foreclosure.
In the case of those Syndicated Partnerships, including the Partnership,
covered by the Settlement Agreement, the disposition of properties owned by
said partnerships is subject to the review of the Oversight Committee (as such
term is defined in the Settlement Agreement). To date, of approximately 13
proposed property dispositions submitted to the Oversight Committee for
approval, only two have been challenged by a member of the Oversight
Committee. A proposed sale of the property owned by Lynnhaven Associates was
challenged by Equity Resources Group, a former member of the Oversight
Committee as to only those Settling Limited Partnerships in which it is a
limited partner, including Lynnhaven Associates. Judge Zagel of the United
States District Court for the Northern District of Illinois approved the sale
of the Lynnhaven property over the objection of Equity Resources Group, in
accordance with the terms of the Settlement Agreement. Equity Resources Group
then appealed Judge Zagel's decision, which was subsequently affirmed by the
United States Court of Appeals for the Seventh Circuit. The Oversight
Committee also objected to a proposed transaction in which the mortgage loan
on two office buildings owned by Eaton Canyon Partners was to be restructured.
As a result of the objection, the restructuring was abandoned and the
properties were foreclosed.
RECENT DEVELOPMENTS - PRUDENTIAL-BACHE PROPERTIES, INC. AND AFFILIATES
By an order of the Judicial Panel on Multidistrict Litigation dated April
14, 1994, a number of actions then pending in various federal district courts
were transferred to a single judge of the United States District Court for the
Southern District of New York and consolidated for pretrial proceedings under
the caption In re Prudential Securities Incorporated Limited Partnership
Litigation (MDL Docket No. 1005). On June 8, 1994, plaintiffs in the
transferred cases filed a complaint that consolidated the previously filed
complaints and named as defendants, among others, Prudential Securities
Incorporated, certain of its affiliates as well as several present and former
employees and Prudential-Bache Properties Incorporated. The Prudential-
Bache/VMS Realty Associates, L.P. I is not named a defendant in the
consolidated complaint, but its name is listed as being among the limited
partnerships at issue in the case. The consolidated complaint alleges
violations of the federal Racketeering Influenced and Corrupt Organizations
Act ("RICO"), fraud, negligent misrepresentation, breach of fiduciary duties,
breach of third-party beneficiary contracts, breach of implied covenants and
violations of New Jersey statutes in connection with the marketing and sales
of limited partnership interests. Plaintiffs request relief in the nature of
recision of the purchase of securities, and recovery of all consideration and
expenses for lost use of money invested, less cash distributions; compensatory
damages; consequential damages; treble damages for defendants' RICO violations
(both federal and New Jersey); general damages for all injuries resulting from
negligence, fraud, breaches of contract, and breaches of duty in an amount to
be determined at trial; disgorgement and restitution of all earnings, profits,
benefits and compensation received by defendants as a result of their unlawful
acts, costs and disbursements of the action; reasonable attorneys' fees; and
such other and further relief as the court deems just and proper. Prudential-
Bache Properties Incorporated and Prudential Securities Incorporated, along
with various other defendants, filed a motion to dismiss the consolidated
complaint on December 20, 1994. That motion is pending.
Inspector General Audit
The Office of the Inspector General (OIG) for the Department of Housing
and Urban Development (HUD) has completed an audit of the books and records of
VMS Realty Management, Inc. relative to seven HUD projects which VMS Realty
Management, Inc. managed from 1987 to 1991, the years which were the subject
of the OIG audit. The OIG concluded that VMS Realty Management, Inc. did not
comply with the terms and conditions for the HUD Regulatory Agreements and
applicable HUD regulations and instructions relating to the financial and
general management practices for six of the seven HUD projects reviewed.
Specifically, the OIG audit concluded that VMS Realty Management, Inc.
inappropriately disbursed $6,366,180 from the projects' funds for partnership
expenses from 1987 to 1991 when the projects were in a non-surplus cash
position or lacked adequate surplus cash for the payments as the term "surplus
cash" is defined pursuant to the HUD Regulatory Agreements. $3,776,178 of the
$6,366,180 which the OIG has concluded to have been inappropriately disbursed
in payment of partnership obligations relates to two projects in which the
Partnership is not a partner. These inappropriate disbursements included
payments for second mortgages, asset management fees, notes payable and other
partnership expenses.
The OIG's Audit Report to HUD recommends that (1) the projects' owners
reimburse $6,366,180 to the projects' accounts for the excess distributions
and if the owners fail to comply, then HUD should initiate action for double
damages remedy, (2) take action to debar VMS Realty Management, Inc. and the
individuals which comprise it, and (3) require the appropriate HUD
Regional/Field Offices to conduct reviews of the 13 remaining HUD projects
which VMS Realty Management, Inc. previously managed which were not the
subject of the OIG audit.
Two of the six HUD projects which were the subject of the OIG audit have
been settled with HUD. These two projects account for $1,854,657 of the
entire $6,366,180 inappropriate disbursements. Three of the remaining four
HUD projects which were the subject of the OIG audit have surplus cash at
December 31, 1995 in excess of the amounts which the OIG has concluded were
inappropriately disbursed between 1987 and 1991, and HUD has tentatively
agreed to accept a current financial statement verifying
the surplus cash amounts in full settlement for these four projects. These
three projects with sufficient current surplus cash represent $4,378,779 of
the entire $6,366,180 inappropriate disbursements. At the present time, no
settlement has been reached between HUD and the projects' owners for the one
other HUD project which the OIG has found to have made inappropriate
disbursements. The maximum amount of this inappropriate disbursements totals
$132,744, none of which relate to the Partnership's projects.
Insignia and MAE
Insignia is a publicly held fully integrated real estate service
organization performing property management, asset management, investor
services, partnership administration, mortgage banking, and real estate
investment banking services for various ownership entities, including
approximately 1,000 limited partnerships having approximately 400,000 limited
partners. Based upon published industry surveys, Insignia is the largest
manager of multifamily residential properties in the United States and is a
significant manager of commercial property. Insignia commenced operations in
December 1990 and since then has grown to provide property and/or asset
management services for over 2,400 properties, which include approximately
300,000 residential units and approximately 64,000,000 square feet of
commercial space, located in over 500 cities in 48 states.
Insignia was incorporated in Delaware in July 1990. Insignia's principal
executive offices are located at One Insignia Financial Plaza, P.O. Box 1089,
Greenville, South Carolina 29602, telephone number (864) 239-1000.
Originally, MAE was formed to be the principal vehicle for acquiring
interests in real property that would be managed or serviced by Insignia.
MAE, directly or through subsidiaries, holds general partnership interests in
approximately 400 partnerships, all of which have retained Insignia as manager
for all or certain aspects of their operations. MAE has no other material
assets and has no material cash flow. MAE has various liabilities associated
with prior acquisitions, certain of which have been guaranteed or are joint
obligations with Insignia or one or more of its subsidiaries. MAE and
Insignia have entered into an agreement governing the structuring of future
acquisitions.
MAERIL is a Delaware corporation, formed in March 1994 for the purpose of
serving as general partner of the Partnership and certain other Syndicated
Partnerships. MAE GP Corporation is the sole stockholder of MAERIL and MAE is
the sole stockholder of MAE GP Corporation.
Due to the imminent liquidation of the Partnership, the substitution of
MAERIL as the general partner as contemplated in the Insignia Agreement will
not occur. The Partnership expects to liquidate its investment in properties
and terminate in early to mid-1996.
Item 2. Description of Properties
The following table sets forth the Registrant's investments in
properties:
Date of
Property Purchase Type of Ownership Use
Meadows at Kendale Lakes
Kendale Lakes, Florida 06/83 Fee ownership subject Apartment
to first mortgage 168 units
Woodlawn House
Charlotte, North Carolina 06/83 Fee ownership subject Apartment
to first mortgage 104 units
Schedule of Properties:
Gross
Carrying Federal
Property Value Tax Basis
Meadows at Kendale Lakes $5,510,000 $1,741,402
Woodlawn House 3,150,000 967,952
$8,660,000 $2,709,354
As a result of adopting the liquidation basis of accounting, the gross
carrying values of the properties were adjusted to their estimated net
realizable value and will not be depreciated further.
Schedule of Mortgages:
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1995 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Meadows at Kendale Lakes
1st mortgage $4,131,874 9.84% 30 yrs 10/15/01 $3,931,110
Woodlawn House
1st mortgage 2,458,267 9.84% 30 yrs 10/15/01 2,338,821
Total $6,590,141 $6,269,931
</TABLE>
Schedule of Rental Rates and Occupancy:
<TABLE>
<CAPTION>
Average Annual Average
Rental Rates Occupancy
Property 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Meadows at Kendale Lakes $7,554/unit $7,175/unit 95% 94%
Woodlawn House $7,159/unit 7,290/unit 95% 94%
</TABLE>
As noted under "Item 1. Description of Business," the real estate industry is
highly competitive. All of the Partnership's properties are subject to
competition from other apartment buildings in the area. The Managing General
Partner believes that all of the properties are adequately insured.
Real estate taxes and rates in 1995 for each property were:
1995 1995
Taxes Rate
Meadows at Kendale Lakes $138,519 2.41
Woodlawn House 50,524 2.55
Item 3. Legal Proceedings
As disclosed in the prior reports on Form 10-QSB or Form 10-KSB ("Prior
Public Filings"), VMS Realty Partners, L.P., and certain other affiliates of
the Partnership are parties to certain pending legal proceedings (other than
litigation matters covered by insurance policies). There are no legal
proceedings pending against the Partnership or its Managing General Partner.
Summarized below is the development in the legal proceeding filed
against VMS Realty Partners, now known as VMS Realty Partners, L.P. and its
affiliates which was disclosed in the Prior Public Filings.
Sheraton Holding, Inc. v. Park Centre Associates, f/k/a VMS Seventh
Avenue Hotel Associates, Ingersoll-Rand Financial Corp., VMS Hotel Investment
Trust, Omni Hotel Credit Corp., f/k/a/ Dunfey Credit Corp., VMS Realty
Partners, Marine Midland Bank, N.A., Bid Fire Systems, Inc., Mass Electric
Construction Co., Mass Electric of New York, New York Plumbing & Heating
Corp., Center 56 Associates, Basic Leasing Corp., EECO Inc., EECO Computer,
Inc., RCA Corp., Ameritech Credit Corp., COMTEL Communications Corp., The City
of New York, The People of the State of New York, and "John Doe" #1 through
500. This action has been dismissed.
(ii) Prudential-Bache Properties, Inc.
Prudential-Bache Properties, Inc., the minority general partner of VMS
National Residential Portfolio I, is named as a defendant, together with other
parties, in pending legal proceedings involving other limited partnerships in
which it is a general partner. Prudential-Bache Properties, Inc. intends to
defend itself vigorously against these actions. Although a number of cases
have been settled, others are still being litigated.
On October 21, 1993, an affiliate of Prudential-Bache Properties, Inc.,
Prudential Securities Incorporated ("PSI"), settled, without admitting or
denying the allegations contained therein, civil and administrative
proceedings with the Securities and Exchange Commission, the National
Association of Securities Dealers, Inc., and various state regulators. These
proceedings concerned, among other things, the sale by PSI of limited
partnership interests, including interests of the Registrant, during the
period 1980 through 1990. The settlement has no impact on the Registrant
itself.
On October 27, 1994, PSI entered into cooperation and deferred
prosecution agreements (the "Agreements") with the Office of the United States
Attorney for the Southern District of New York (the "U.S. Attorney"). The
Agreements resolved a grand jury investigation that had been conducted by the
U.S. Attorney into PSI's sale during the 1980's of the Prudential-Bache Energy
Income Fund oil and gas limited partnerships (the "Income Funds"). In
connection with the Agreements, the U.S. Attorney filed a complaint charging
PSI with a criminal violation of the securities laws. In its request for a
deferred prosecution, PSI acknowledged to having made certain misstatements in
connection with the sale of the Income Funds. Pursuant to the Agreements, the
U.S. Attorney will defer any prosecution of the charge in the complaint for a
period of three years, provided that PSI complies with certain conditions
during the three year period. These include conditions that PSI not violate
any criminal laws; that PSI contribute an additional $330 million to a pre-
existing settlement fund; that PSI cooperate with the government in any future
inquiries; and that PSI comply with various compliance-related provisions.
If, at the end of the three-year period, PSI has complied with the terms of
the Agreements, the U.S. Attorney will be barred from prosecuting PSI on the
charges set forth in the complaint. If, on the other hand, during the course
of the three-year period, PSI violates the terms of the Agreements, the U.S.
Attorney can elect to pursue such charges.
Item 4. Submission of Matters to a Vote of Security Holders
The Partnership did not submit any matter to a vote of its holders of
Limited Partnership Interests during the fourth quarter of 1995.
PART II
Item 5. Market for Partnership Equity and Related Partner Matters
As of December 31, 1995, there were 2,315 Limited Partners in the
Partnership. There is not a public market, nor is it anticipated that there
will be a public market, for the Limited Partnership Units. There are no
material legal restrictions contained within the Agreement of Limited
Partnership on the Partnership's ability to make cash distributions, however
the Managing General Partner does not anticipate any cash will remain for
distribution to the partners upon the pending liquidation of the Partnership.
Item 6. Management's Discussion and Analysis or Plan of Operation
As of December 31, 1995, the Partnership adopted the liquidation basis
of accounting. Woodlawn House was sold February 1, 1996, and the Partnership
has entered into a contract to sell Meadows at Kendale Lakes at the end of the
first quarter of 1996. Accordingly, the Partnership will be terminated after
disposal of its investment properties and settlement of the remaining
liabilities.
The imminent disposition of the Partnership's properties has resulted in
the change of the basis of accounting for its financial statements at December
31, 1995, from the going concern basis of accounting to the liquidation basis
of accounting. Consequently, assets have been valued at estimated net
realizable value and liabilities are presented at their estimated settlement
amounts, including estimated costs associated with carrying out the
liquidation. The valuation of certain assets and liabilities necessarily
requires estimates and assumptions. The actual realization of assets and
settlement of liabilities could be higher or lower than amounts indicated and
is based upon estimates as of the date of the most current financial
statements.
The statement of net assets in liquidation as of December 31, 1995,
includes approximately $332,000 of accrued costs that the Managing General
Partner estimates will be incurred during the period of liquidation, based on
the assumption that the liquidation process will be completed by March 31,
1996. These costs include primarily administrative expenses and closing costs
related to the properties' sales. Because the ultimate realization of assets
and settlement of liabilities is based on estimates, the liquidation period
may be extended beyond the projected period.
At December 31, 1995, the Partnership held unrestricted cash of $148,341
compared to unrestricted cash of $259,352 at December 31, 1994. Net cash used
in operating activities decreased due to reduced interest payments during
1995. Net cash used in investing activities decreased due to fewer deposits
to restricted escrows and net proceeds from the sale of land at Woodlawn House
partially offset by increased property improvements and replacements. Net
cash used in financing activities increased due to the nonrecurring
refinancing activity in 1994.
Results of Operations
The Partnership realized net income of $11,409,785 for the year ending
December 31, 1995, compared to a net loss of $1,422,789 for the year ending
December 31, 1994. The 1995 net income included a gain on the adjustment to
the liquidation basis of accounting of $13,023,113.
Total revenues were comparable for the years ended December 31, 1995 and
1994. Other income increased as a result of increases in lease cancellation
fees, deposit forfeitures and laundry income at Meadows at Kendale Lakes.
Total expenses increased due to increases in property management fees,
maintenance and interest expenses mitigated by a decrease in general and
administrative expense for the year ended December 31, 1995. Property
management fees, based on a percentage of revenues, increased for the year
ended December 31, 1995, primarily due to increased revenues. Maintenance
expense increased as a result of extensive landscaping at the pool and
entrance and painting at Meadows at Kendale Lakes. Interest expense increased
due to higher interest rates and amortization of new loan costs as a result of
the refinancings in 1994. General and administrative expenses decreased due
to reduced legal fees.
At December 31, 1995, in accordance with the liquidation basis of
accounting, assets were adjusted to estimated net realizable value and
liabilities were adjusted to include estimated costs associated with carrying
out the liquidation. The net adjustment required to convert to the
liquidation basis of accounting decreased net liabilities by $13,023,113.
Significant adjustments to the carrying value of the net assets and
liabilities are summarized as follows:
(Increase) Decrease
in Net Liabilities
Adjustment of book value of
investment properties to estimated
net realizable value $ 4,063,031
Adjustments to record estimated costs
associated with the liquidation (331,901)
Adjustment of advances due affiliates of the
Managing General Partner to estimated
settlement amount 9,491,613
Adjustment of other assets and liabilities (199,630)
Net increase in net assets $13,023,113
Item 7. Financial Statements
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Statement of Net Assets in Liquidation - December 31, 1995
Statements of Operations - Years ended December 31, 1995 and 1994
Statements of Changes in Partners' Deficit/Net Assets in Liquidation -
Years ended December 31, 1995 and 1994
Statements of Cash Flows - Years ended December 31, 1995 and 1994
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Prudential-Bache/VMS Realty Associates L.P. I
We have audited the statement of net assets in liquidation of Prudential-
Bache/VMS Realty Associates L.P. I as of December 31, 1995 and the related
statements of operations, changes in partners deficit/net assets in
liquidation and cash flows for each of the two years in the period ended
December 31, 1995. 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 management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As described in Note A to the financial statements, due to the imminent
disposal of its investment properties, the Managing General Partner of the
Partnership decided, effective December 31, 1995, to liquidate the
Partnership. As a result, the Partnership has changed its basis of accounting
as of December 31, 1995 from the going concern basis to a liquidation basis.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets in liquidation of Prudential-Bache/VMS
Realty Associates L.P. I as of December 31, 1995 and the results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1995, in conformity with generally accepted accounting
principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
March 14, 1996
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
Statement of Net Assets in Liquidation
December 31, 1995
Assets
Cash:
Unrestricted $ 148,341
Restricted-tenant security deposits 87,206
Accounts receivable 6,240
Tax escrow 95,089
Restricted escrows 168,305
Investment properties (Notes A, B and E) 8,660,000
9,165,181
Liabilities
Accounts payable 24,573
Tenant security deposits 84,413
Accrued taxes 138,519
Other liabilities 215,759
Advances due to affiliates of the
Managing General Partner (Note A) 1,779,875
Mortgage notes payable (Note B) 6,590,141
Estimated costs during the period
of liquidation (Note A) 331,901
Net Assets in Liquidation (Note A) $ 0
See Accompanying Notes to Financial Statements
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
STATEMENTS OF OPERATIONS
Years Ended December 31,
1995 1994
Revenues:
Rental income $ 1,869,671 $ 1,794,498
Other income 107,794 63,350
Total revenues 1,977,465 1,857,848
Expenses:
Operating 581,350 579,105
General and administrative 237,569 269,795
Property management fees 98,507 85,310
Maintenance 313,368 255,946
Depreciation 500,894 478,623
Interest 1,727,101 1,482,872
Property taxes 198,144 193,511
Total expenses 3,656,933 3,345,162
Adjustment to liquidation basis (Note A) 13,023,113 --
Gain on sale of land 66,140 --
Casualty gain -- 64,525
Net income (loss) $11,409,785 $(1,422,789)
Net income (loss) allocated to general
partners $ 648,128 $ (28,456)
Net income (loss) allocated to limited
partners 10,761,657 (1,394,333)
$11,409,785 $(1,422,789)
Net income (loss) per limited partnership unit $ 430.47 $ (55.77)
See Accompanying Notes to Financial Statements
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
STATEMENTS OF CHANGES IN PARTNERS' DEFICIT/
NET ASSETS IN LIQUIDATION
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 25,000 $ 1,000 $ 25,000,000 $ 25,001,000
Partners' deficit at
December 31, 1993 25,000 $(619,672) $ (9,367,324) $ (9,986,996)
(going concern basis)
Net loss for the year ended
December 31, 1994 -- (28,456) (1,394,333) (1,422,789)
Partners' deficit at
December 31, 1994 25,000 (648,128) (10,761,657) (11,409,785)
(going concern basis)
Net income for the year ended
December 31, 1995 -- 648,128 10,761,657 11,409,785
Net assets in liquidation at
December 31, 1995 25,000 $ 0 $ 0 $ 0
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $11,409,785 $(1,422,789)
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation 500,894 478,623
Amortization of loan costs 45,547 10,962
Casualty gain -- (64,525)
Gain on sale of land (66,140) --
Adjustment to liquidation basis (13,023,113) --
Change in accounts:
Restricted cash 16,796 (15,190)
Accounts receivable (915) (146)
Tax escrow (94,909) 83,189
Other assets 4,711 44,589
Accounts payable and accrued expenses 1,063,997 266,307
Tenant security deposit liabilities (7,706) 5,730
Net cash used in operating activities (151,053) (613,250)
Cash flows from investing activities:
Property improvements and replacements (217,796) (135,446)
Deposits to restricted escrows (13,458) (304,027)
Receipts from restricted escrows 160,035 290,500
Proceeds from sale of land 150,021 --
Net cash provided by (used in)
investing activities 78,802 (148,973)
Cash flows from financing activities:
Payments on mortgage notes payable (38,760) (182,134)
Loan costs -- (273,704)
Repayment of mortgage notes payable -- (5,341,486)
Proceeds from refinancing -- 6,635,000
Net cash (used in) provided by
financing activities (38,760) 837,676
Net (decrease) increase in cash (111,011) 75,453
Cash at beginning of year 259,352 183,899
Cash at end of year $ 148,341 $ 259,352
Supplemental disclosure of cash flow information:
Cash paid for interest $ 650,567 $ 1,302,362
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
Notes to Financial Statements
December 31, 1995
Note A - Organization and Significant Accounting Policies
Basis of Presentation
Of the Partnership's two remaining properties at December 31, 1995, Woodlawn
House was sold February 1, 1996, and Meadows at Kendale Lakes is expected to
sell at the end of the first quarter of 1996. Due to the imminent sale of the
Partnership's investment properties, effective December 31, 1995, the
Partnership has decided to liquidate the Partnership upon disposal of the
investment properties and settlement of remaining liabilities.
The decision to liquidate the Partnership has resulted in the change of the
basis of accounting for its financial statements at December 31, 1995, from
the going concern basis of accounting to the liquidation basis of accounting.
Consequently, assets have been valued at estimated net realizable value and
liabilities are presented at their estimated settlement amounts, including
estimated costs associated with carrying out the liquidation. The valuation
of certain assets and liabilities necessarily requires estimates and
assumptions. The actual realization of assets and settlement of liabilities
could be higher or lower than amounts indicated and is based upon the Managing
General Partner's estimates as of the date of the most current financial
statements.
The statement of net assets in liquidation as of December 31, 1995, includes
approximately $332,000 of accrued costs that the Managing General Partner
estimates will be incurred during the period of liquidation, based on the
assumption that the liquidation process will be completed by March 31, 1996.
These costs principally include administrative expenses and closing costs
related to the property sales. Because the ultimate realization of assets and
the settlement of liabilities is based on estimates, the liquidation period
may be extended beyond the projected period.
Organization
The Partnership was organized on May 31, 1983.
The Agreement of Limited Partnership provides for Prudential-Bache Properties,
Inc. and VMS Realty Associates to be the General Partners and for the
admission of Limited Partners through the sale of up to 25,000 Limited
Partnership Units at $1,000 per unit. The 25,000 units were sold on or prior
to June 7, 1983, the termination date of the offering.
Pursuant to the terms of the Agreement of Limited Partnership, net operating
profits or losses are generally allocated 98% to the Limited Partners and 2%
to the General Partners. Profits or losses from the sale of the Partnership's
properties are allocated in accordance with the terms of the Agreement of
Limited Partnership.
All distributions upon liquidation of the Partnership, including distributions
in kind, shall be deemed to be distributions arising from a sale or
refinancing and shall be made as distributions of sale or refinancing proceeds
in accordance with the following.
First, to the Limited Partners in an amount equal to (a) the sum of the
amounts by which, for all fiscal years commencing with the first fiscal
quarter following the date on which such Limited Partner's capital
contributions were made, the amount of the aggregate cash flow
distributions distributed to the Limited Partners pursuant to Section 4.1
of the Agreement of Limited Partnership for such years was less than the
aggregate Preferred Cumulative Return for such years less (b) the sum of
all previous distributions made to the Limited Partners out of sale or
refinancing proceeds;
Note A - Organizations and Significant Accounting Policies (continued)
Second, to the Limited Partners in an amount equal to their capital
contributions less all prior distributions of sale or refinancing proceeds;
Third, to the General Partners in an amount equal to their capital
contribution less all prior distributions of sale or refinancing proceeds;
and
Fourth, the balance 85% to the Limited Partners and 15% to the General
Partners.
Real estate brokerage commissions will be paid to the General Partners after
the Limited Partners have received a return of their Adjusted Capital
Contributions and a Preferred Cumulative Return.
Depreciation
Depreciation was provided by accelerated and straight-line methods over the
estimated lives of the rental properties and related personal property through
December 31, 1995. No depreciation will be recorded under the liquidation
basis of accounting. For Federal income tax purposes, the accelerated cost
recovery method is used (1) for real property over 18 years for additions
after June 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, alternative depreciation
system is used for depreciation of (1) real property additions over 27 1/2
years, and (2) personal property additions over 7 years.
Cash
The Partnership considers only unrestricted cash to be cash. At certain
times, the amount of cash deposited at a bank may exceed the limit on insured
deposits.
Restricted Escrows
1) Capital Improvement Reserves
At the time of the refinancing of Woodlawn House and Meadows at Kendale Lakes
mortgage notes payable (see "Note F"), $105,000 and $144,000 of the proceeds
were designated for a "Capital Improvement Reserve" for certain capital
improvements for Woodlawn House and Meadows at Kendale Lakes, respectively.
At December 31, 1995, the reserve balances were $16,586 and $90,938 for
Woodlawn House and Meadows at Kendale Lakes, respectively.
2) Reserve Account
In addition to the Capital Improvement Reserves, general operating reserve
accounts of $20,800 and $33,600 were established with the refinancing proceeds
for Woodlawn House and Meadows at Kendale Lakes, respectively. These funds
were established to cover necessary repairs and replacements of existing real
property, debt service, out-of-pocket expenses incurred for ordinary and
necessary administrative tasks, and payment of real property taxes and
isurance premiums. At December 31, 1995, none of the reserves had been
expended. The Partnership is required to deposit net operating income (as
defined in the mortgage notes) from the refinanced properties to the reserve
accounts until the reserve accounts equal $400 per apartment unit or $41,600
and $67,200 in total for Woodlawn House and Meadows at Kendale Lakes,
respectively. At December 31, 1995, the reserve balances were $26,061 and
$34,720 for Woodlawn House and Meadows at Kendale Lakes, respectively.
Note A - Organization and Significant Accounting Policies (continued)
Loan Costs
Prior to adopting the liquidation basis of accounting, loan costs were
amortized as interest expense over the life of the loans and were included in
other assets. At December 31, 1995, $273,704 of unamortized loan costs were
written-off in the adjustment to liquidation basis.
Leases
The Partnership generally leases apartment units for twelve-month terms or
less.
Restricted Cash - Tenant Security Deposits
The Partnership requires security deposits from all apartment lessees for the
duration of the lease. Deposits are refunded when the tenant vacates the
apartment if there has been no damage to the unit.
Investment Properties
At December 31, 1995, the investment properties were adjusted to their
estimated net realizable value determined from sales prices received in the
Woodlawn sale and offered in the Meadows at Kendale Lakes sales contract in
1996. Prior to the change from the going concern basis to the liquidation
basis of accounting, investment property was stated at the lower of cost or
estimated fair value. The Partnership performed a valuation analysis of its
property periodically. This analysis was performed to determine the estimated
fair value of the property with estimated fair value being determined using
the higher of non-recourse debt amount, when applicable, or net operating
income of the property capitalized at a rate deemed reasonable for the type of
property adjusted for market conditions, physical condition of the property,
and other factors when a permanent impairment in value occurred.
Reclassifications
Certain reclassifications have been made to the 1994 balances to conform to
the 1995 presentation.
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.
Note A - Organization and Significant Accounting Policies (continued)
Adjustment to Liquidation Basis of Accounting
At December 31, 1995, in accordance with the liquidation basis of accounting,
assets were adjusted to their estimated net realizable value and liabilities
were adjusted to their estimated settlement amount including estimated costs
associated with carrying out the liquidation. The net adjustment required to
convert to the liquidation basis of accounting decreased net liabilities by
$13,023,113. Significant adjustments are summarized as follows:
(Increase) Decrease
in Net Liabilities
Adjustment of book value of investment
properties to estimated net realizable $ 4,063,031
Adjustments to record estimated costs
associated with the liquidation (331,901)
Adjustment of advances due affiliates of
the Managing General Partner to estimated
settlement amount 9,491,613
Adjustment of other assets and liabilities (199,630)
Net increase in net assets $ 13,023,113
Note B - Mortgage Notes Payable
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1995 Interest Rate Date Maturity
<S> <C> <C> <C> <C> <C>
Meadows at Kendale Lakes
1st mortgage $4,131,874 $36,016 9.84% 10/15/01 $3,931,110
Woodlawn House
1st mortgage 2,458,267 21,428 9.84% 10/15/01 2,338,821
Totals $6,590,141 $6,269,931
</TABLE>
The mortgage notes payable are secured by the related Partnership's rental
properties and by a pledge of revenues from the respective rental properties.
Certain of the notes require prepayment penalties if repaid prior to maturity.
The Woodlawn House mortgage was assumed by the buyer upon the sale of the
property in February 1996.
Note B - Mortgage Notes Payable (continued)
The Meadows at Kendale Lakes mortgage is expected to be assumed by the buyer
upon the sale of the property in 1996. Scheduled payments if the sale does
not occur are as follows:
1996 $ 26,804
1997 29,563
1998 32,607
1999 35,964
2000 39,667
Thereafter 3,967,269
$4,131,874
Note C - Income Taxes
The Partnership has received a ruling from the Internal Revenue Service that
it is 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.
Differences between the net income (loss) as reported and Federal taxable
(loss) result primarily from (1) interest and amortization of present value
discounts, (2) depreciation over different methods and lives and on differing
cost bases of apartment properties, (3) change in rental income received in
advance, and (4) adjustment to liquidation basis.
The following is a reconciliation of reported net income (loss) and Federal
taxable (loss):
1995 1994
Net income (loss) as reported $ 11,409,785 $(1,422,789)
Add (deduct)
Interest on advances from
affiliates 1,030,987 883,749
Depreciation differences 37,402 (7,999)
Unearned income 36,045 13,270
Discounts on mortgage notes
payable 36,448 (2,275)
Accrued expenses (24,000) 24,000
Adjustment to liquidation basis (13,023,113) --
Other 1,412 (2,164)
Federal taxable (loss) $ (495,034) $ (514,208)
Federal taxable loss per
limited partnership unit $ (22.21) $ (20.16)
Note C - Income Taxes (continued)
The following is a reconciliation between the Partnership's reported amounts
and Federal tax basis of net assets and liabilities:
Net assets as reported $ --
Deferred interest 4,554,846
Accumulated depreciation (1,887,614)
Syndication 3,740,330
Other 84,901
Adjustment to liquidation basis (13,023,113)
Net deficit - Federal tax basis $ (6,530,650)
Note D - Transactions with Affiliates and Related Parties
The Partnership has no employees and is dependent on the Managing General
Partner or its affiliates for the management and administration of all
partnership activities. The Managing General Partner or its affiliates may be
reimbursed for direct expenses relating to the Partnership's administration
and other costs paid on behalf of the Partnership. The Managing General
Partner or its affiliates received $7,376 and $56,855 in 1995 and 1994,
respectively, as reimbursement, at cost, for such advances and out-of-pocket
expenses.
The Partnership had advances of $11,271,488 payable to affiliates of the
Managing General Partner at December 31, 1995, prior to converting to the
liquidation basis of accounting. The adjustment to the estimated settlement
amount of $1,779,875 is included in the $13,023,113 adjustment to liquidation
basis discussed in Note A. These advances bear interest at prime plus 1%.
For 1995 and 1994, the Partnership incurred interest of $1,030,987 and
$883,749, respectively, on the advances. In 1995 and 1994, interest on
advances was reclassified to advances semi-annually. During 1994, the
Managing General Partner and its affiliates assigned a portion of the advances
to an affiliate of Insignia Financial Group, Inc. ("Insignia").
The Partnership has engaged affiliates of Insignia to provide day-to-day
management of the Partnership's properties under an agreement which provides
for fees equal to 5% of revenues on each property. An affiliate of Insignia
also provided partnership administration and management services for the
Partnership in 1995. Reimbursements for direct expenses relating to these
services totaled approximately $166,140 and $157,564 for 1995 and 1994,
respectively. For the period from January through July 14, 1994, Insignia
assigned a portion of its fees to an affiliate of the Managing General Partner.
Payments to this affiliate under this assignment were approximately $7,700 in
1994.
Additionally, in connection with the refinancing of Woodlawn House and Meadows
at Kendale Lakes, Lehman Brothers Holding Inc. ("Lehman") was paid an
origination fee of 1.25% of the loan amounts due to the fact that Insignia
Mortgage and Investment Company ("IMIC") waived the market rate advisory fee
due to certain prohibited acts pursuant to ISLP's partnership agreement. ISLP
has agreed to assign to IMIC an amount equal to the market rate advisory fee
from the first collection of advances under the loans.
Note E - Investment Properties and Accumulated Depreciation
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1995
Buildings
And
Personal Date of Date
Description Land Property Total Construction Acquired
<S> <C> <C> <C> <C> <C>
Meadows at Kendale $ 971,858 $4,538,142 $5,510,000 1972 06/83
Woodlawn House 270,633 2,879,367 3,150,000 1972 06/83
Totals $1,242,491 $7,417,509 $8,660,000
</TABLE>
As a result of adopting the liquidation basis of accounting, the gross
carrying values of the properties were adjusted to their net realizable value
and will not be depreciated further.
Reconciliation of "Investment Properties and Accumulated Depreciation":
Year Ended Year Ended
December 31, December 31,
1995 1994
Investment Properties
Balance at beginning of year $11,157,949 $11,022,503
Property improvements 217,796 135,446
Removals due to sale of property (103,151) --
Adjustments to liquidation basis (2,612,594) --
Balance at End of Year $ 8,660,000 $11,157,949
Accumulated Depreciation
Balance at beginning of year $ 6,194,001 $ 5,715,378
Depreciation expense 500,894 478,623
Removals due to sale of property (19,270) --
Adjustments to liquidation basis (6,675,625) --
Balance at end of year $ -- $ 6,194,001
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1995, is $11,272,593. The accumulated depreciation taken for
Federal income tax purposes at December 31, 1995, is $8,563,239.
Note F - Refinancing of Woodlawn House and Meadows at Kendale Lakes
The Partnership refinanced the mortgages of both of the remaining properties
on September 30, 1994. For Woodlawn House the refinancing replaced
indebtedness in the amount of $1,944,092 which carried a stated interest rate
of 9% and was due on demand. The new mortgage indebtedness on Woodlawn House
of $2,475,000 carries a stated interest rate of 9.84% and is amortized over
thirty years with a balloon payment due on October 15, 2001. For the Meadows
at Kendale Lakes, the refinancing replaced indebtedness in the amount of
$3,397,394 which carried a stated interest rate of 9% and was due on demand.
The new mortgage indebtedness on the Meadows at Kendale Lakes of $4,160,000
carries a stated rate of 9.84% and is amortized over thirty years with a
balloon payment due on October 15, 2001. The refinancing was consummated
under the terms of a multiple-asset real estate mortgage investment conduit
("REMIC"). The refinancing resulted in net cash proceeds of $61,373.
At the time of refinancing, $700,000 of accrued interest on advances owed by
the Partnership to affiliates of the Managing General Partner were repaid.
Note G - Casualty Gain
The Partnership recognized a casualty gain of $64,525 during 1994 related to
property damage at Meadows at Kendale Lakes. The gain resulted from the
receipt of insurance proceeds in excess of the actual damages. Total
insurance proceeds of $468,668 were received during 1993 (and escrowed by the
mortgage holder) due to storm damage from Hurricane Andrew. Related expenses
of $404,143 (of which approximately $37,546 was paid during 1994) were
incurred due to the hurricane.
Note H - Legal Proceedings
Certain affiliates of the Managing General Partner and certain officers and
directors of such affiliates are parties to certain pending legal proceedings.
The adverse outcome of any one or more legal proceedings against an affiliate
of the Managing General Partner which provides financial support or services
to the Partnership could have a materially adverse effect on the present and
future operations of the Partnership. However, the inclusion of this
discussion is not intended as a representation by the Partnership that any
particular proceeding is material. The ultimate outcome of the litigation
cannot be presently determined. Accordingly, no provision for any liability
that may result has been made in the financial statements.
Note I - Subsequent Events
On February 1, 1996, the Partnership sold Woodlawn House to an unaffiliated
party. Total consideration was $3,150,000 with the Partnership receiving net
proceeds of $657,753 after payment of closing costs. The mortgage debt
encumbering the property was assumed by the buyer. The gain on the sale is
reflected in the adjustment to investment properties as a result of adopting
the liquidation basis of accounting.
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 Managing General Partner of the Partnership at December 31, 1995, was
VMS Realty Associates, an Illinois General Partnership. Prudential-Bache
Properties, Inc. is the Associate General Partner of the Partnership.
VMS Realty Partners ("VMS"), an affiliate of the Managing General
Partner, assisted the Managing General Partner in the management and control
of the Registrant's affairs through November 17, 1993, and Strategic Realty
Advisors, Inc. ("SRA"), also an affiliate of the Managing General Partner,
replaced VMS in assisting the Managing General Partner effective November 18,
1993. VMS Realty Partners is an Illinois general partnership whose partners
are Van Kampen/Morris/Stone, Inc. (100% owned by Robert D. Van Kampen, Peter
R. Morris and Joel A. Stone), Residential Equities, Ltd. (100% owned by Mr.
Morris), XCC Investment Corporation (a subsidiary of Xerox Credit Corporation)
and Brewster Realty, Inc. (100% owned by Messrs. Van Kampen and Stone). A
substantial number of the officers of VMS are also officers of entities
affiliated with VMS. The principal executive officers of VMS are the
following:
Joel A. Stone ............. President and Chief Executive Officer and
Member of the Executive Committee
Peter R. Morris ........... Member of the Executive Committee
Robert D. Van Kampen ...... Member of the Executive Committee
Stuart Ross ............... Member of the Executive Committee
and Chief Financial Officer
The principal executive officers of SRA are the following:
Joel A. Stone ............. President and Chief Executive Officer
Richard A. Berman ........... Senior Vice President/Secretary
Thomas A. Gatti ............. Senior Vice President
JOEL A. STONE, age 51, is President and Chief Executive Officer of
Strategic Realty Advisors, Inc., since November 1993. From the inception in
1981 of VMS Realty Partners, he held the positions of President and then Chief
Executive Officer. Mr. Stone began his career as an Internal Revenue Agent
and worked as a certified public accountant and an attorney specializing in
taxation and real estate law. In 1972, Mr. Stone co-founded the certified
public accounting firm formerly known as Moss, Stone and Gurdak. In 1979, Mr.
Stone joined the Van Kampen group of companies, a privately held business
engaged in investment banking and in real estate activities. He served as
Senior Vice President of Van Kampen Merritt, Inc. until its sale to Xerox
Corporation in 1984. An alumnus of DePaul University, Mr. Stone earned a
Bachelor of Science degree in Accounting in 1966 and a Juris Doctorate in
1970. Mr. Stone is a member of the Illinois Bar and a certified public
accountant.
PETER R. MORRIS, age 46, is a member of the Executive Committee of VMS,
and is one of the three individuals owning the entities that own VMS. From
July 1970 to June 1973, Mr. Morris was employed by Continental Wingate
Company, Inc., a firm engaged in the development of inner city housing
projects, in the capacities of Vice President/Finance, Director/Consulting
Division and Executive Assistant to the President. He has published a book
and numerous articles relating to real estate development and syndication.
Mr. Morris has been involved in the real estate and finance business with
Messrs. Van Kampen and Stone since 1977. He received a Bachelor of Arts
degree (summa cum laude) from Princeton University in 1971 and a Juris
Doctorate (cum laude) from Harvard Law School in 1975.
ROBERT D. VAN KAMPEN, age 57, is a member of the Executive Committee of
VMS and is one of the three individuals owning the entities that own VMS. Mr.
Van Kampen has been involved in various facets of the municipal and corporate
bond business for over 20 years. In 1967, he co-founded the company now known
as Van Kampen Merritt, Inc., which specializes in municipal bonds and acts as
a sponsor of unit investment trusts. The firm was sold to Xerox Corporation
in January 1984. Mr. Van Kampen is a general partner of Van Kampen
Enterprises. Mr. Van Kampen received his Bachelor of Science degree from
Wheaton College in 1960.
STUART ROSS, age 59, is a member of the Executive Committee of VMS. He
is an executive vice president of Xerox Corporation and chairman and chief
executive officer of Xerox Financial Services, Inc., a wholly owned
subsidiary. Mr. Ross joined Xerox in 1966 and has held a series of financial
management positions. he assumed his current position in May 1990. Prior to
Xerox, Mr. Ross was a financial representative for The Macmillan Publishing
Company from 1963 to 1966, and a public accountant for Harris, Kerr, Forster &
Company from 1958 to 1963. Mr. Ross is a director of Crum and Forster, Inc.
and Ekco Group, Inc., and a trustee of the State University of New York at
Purchase. He received a bachelor of science degree in accounting from New
York University in 1958 and a master of business administrative degree from
the City College of New York in 1966. Mr. Ross is a certified public
accountant.
RICHARD A. BERMAN, age 44, is a Senior Vice President and General
Counsel of Strategic Realty Advisors, Inc. From 1986 through 1993, Mr. Berman
was employed by VMS Realty Partners and was First Vice President and Corporate
Counsel. Prior to joining VMS Realty Partners, Mr. Berman was a partner in
the law firm of Gottlieb and Schwartz with his practice concentrated in
corporate and real estate law. He received a Juris Doctorate from
Northwestern University School of Law (Cum laude, 1976) and a Bachelor of Arts
degree from the University of Illinois (high honors, 1973). Mr. Berman is a
member of the Illinois Bar.
THOMAS A. GATTI, age 39, is a Senior Vice President - Partnership
Accounting of Strategic Realty Advisors, Inc., effective November 18, 1993.
Prior to this time, Mr. Gatti was First Vice President - Partnership
Accounting with VMS Realty Partners, where he was employed since January,
1982. Prior to joining VMS Realty Partners, he was with Coopers & Lybrand.
Mr. Gatti received a Bachelor of Science in Accounting from DePaul University
in 1978. Mr. Gatti is a Certified Public Accountant.
Prudential-Bache Properties, Inc.
Prudential Bache Properties, Inc. ("PBP"), pursuant to the Partnership
Agreement, does not participate in or exercise control over the affairs of the
Partnership.
The directors and officers of PBP are as follows:
James M. Kelso President, Chief Executive Officer, Chairman
of the Board of Directors, and Director
Barbara J. Brooks Vice President - Finance and Chief Financial
Officer
JAMES M. KELSO, age 42, is the President, Chief Executive Officer,
Chairman of the Board of Directors and a Director of PBP. He is a Senior Vice
President of Prudential Securities, Inc. ("PSI"). Mr. Kelso also serves in
various capacities for other affiliated companies. Mr. Kelso joined PSI in
July 1981.
BARBARA J. BROOKS, age 48, is the Vice President - Finance and Chief
Financial Officer of PBP. She is a Senior Vice President of PSI. Ms. Brooks
also serves in various capacities for other affiliated companies. She has
held several positions within PSI since 1983. Ms. Brooks is a certified
public accountant.
There are no family relationships among any of the foregoing directors
or officers. All of the foregoing directors and/or officers have indefinite
terms.
Legal Proceedings
See "Item 3, Legal Proceedings," for a discussion of legal proceedings during
the past five years which may be material to an evaluation of the ability or
integrity of any of the aforementioned directors or officers and VMS Realty
Partners and its affiliates.
Item 10. Executive Compensation
None of the directors and officers of the General Partners received any
remuneration from the Partnership.
Item 11. Security Ownership of Certain Beneficial Owners and Management
(a) No person owns of record or is known by the Registrant to own
beneficially more than 5% of the outstanding Limited Partnership Units
of the Partnership as of December 31, 1995 and as of the date of this
filing.
(b) No officers of the Managing General Partner or its affiliates or
Prudential-Bache Properties, Inc. own any Limited Partnership Units in
the Partnership.
No officer of the Managing General Partner or its affiliates or
Prudential-Bache Properties, Inc. possesses a right to acquire a
beneficial ownership of Limited Partnership Units of the Partnership.
(c) There are no known arrangements which at a subsequent date may result in
a change in control of the Partnership.
Item 12. Certain Relationships and Related Transactions
Neither the Managing General Partner nor its affiliates are prohibited from
providing services to, and otherwise dealing or doing business with, persons
who deal with the Partnership. However, no rebates or "concessions" may be
received by the Managing General Partner or any such affiliates of the
Managing General Partner, nor may the Managing General Partner or any such
affiliates participate in any reciprocal business arrangements which would
have the effect of circumventing any of the provisions of the Restated Limited
Partnership Agreement.
The Partnership may borrow or enter into other transactions with an affiliate
of the Managing General Partner; provided, however, that such borrowings and
other transactions will be conducted by the Managing General Partner on terms
which are not less favorable to the Partnership than those available from
others.
PART IV
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed during the fourth quarter of 1995:
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.
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
(Registrant)
By: VMS Realty Associates
Managing General Partner
By: JAS Realty Corporation
Date: March 28, 1996 By: /s/Joel A. Stone
Joel A. Stone
President
Date: March 28, 1996 By: /s/Thomas A. Gatti
Thomas A. Gatti
Senior Vice President and
Principal Accounting Officer
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 on the date indicated.
/s/Joel A. Stone President March 27, 1996
Joel A. Stone
/s/Thomas A. Gatti Senior Vice President and March 27, 1996
Thomas A. Gatti Principal Accounting Officer
EXHIBIT INDEX
Exhibit No(s) Description
3 Agreement of Limited Partnership which appears as Exhibit
A to the Prospectus which is incorporated herein by
reference to Registrant's Registration Statement on Form
S-11, File number 2-70648.
9 Pages 10 through 16, pages 68 though 69 and pages A-8
through A-19 of the Prospectus.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Prudentail
Bache VMS Realty Associates L.P. I 1995 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000350558
<NAME> PRUDENTIAL BACHE VMS RALTY ASSOCIATES LP I
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 148,341
<SECURITIES> 0
<RECEIVABLES> 6,240
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 8,660,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 8,370,016
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 1,977,465
<CGS> 0
<TOTAL-COSTS> 3,656,933
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,727,101
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,409,785
<EPS-PRIMARY> 430.47
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
