FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB
[X] Annual Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the fiscal year ended December 31, 1996
or
[ ] Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-11970
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.)
630 Dundee Road, Suite 220
Northbrook, Illinois 60062
(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: Not applicable.
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, 1996: 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 was engaged solely in the business of real estate investment.
The Partnership used the net offering proceeds to acquire eight real property
investments of which none remain as of December 31, 1996. As discussed in "Item
6" and "Note A" of the Notes to Financial Statements, the Partnership has
adopted the liquidation basis of accounting and is in the process of
terminating. Accordingly, the assets have been valued at estimated net
realizable value and liabilities are presented at their estimated settlement
amounts.
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.
ITEM 2. DESCRIPTION OF PROPERTIES
None.
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.
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 1996.
PART II
ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS
As December 31, 1996, 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
At December 31, 1995, the Partnership adopted the liquidation basis of
accounting. Woodlawn House was sold February 1, 1996, and Meadows at Kendale
Lakes was sold April 15, 1996. Accordingly, the Partnership will be liquidated
upon settlement of the remaining liabilities during 1997.
The imminent disposition of the Partnership's properties resulted in the change
in 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.
Liquidity and Capital Resources
The statement of net assets in liquidation as of December 31, 1996, includes
approximately $20,000 of accrued costs that the Partnership estimates will be
incurred during the period of liquidation based on the assumption that the
liquidation process will be completed during the first quarter of 1997. These
costs include audit and tax return fees, administrative expenses and termination
costs related to terminating the partnership. Because the ultimate realization
of assets and settlement of liabilities is based on estimates, the liquidation
period may be extended beyond the projected period. The Managing General
Partner expects that no assets will be available for distribution to the
partners upon settlement of the Partnership's remaining liabilities.
Results of Operations
The Partnership realized net income of $11,410,000 for the year ending December
31, 1995. The 1995 net income included a gain on the adjustment to the
liquidation basis of accounting of $13,023,000.
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 $13,023,000. Significant adjustments to
the carrying value of the net assets and liabilities are summarized as follows:
(Increase) Decrease
in Net Liabilities
(in thousands)
Adjustment of book value of
investment properties to estimated
net realizable value $ 4,063
Adjustments to record estimated costs
associated with the liquidation (332)
Adjustment of advances due affiliates of the
Managing General Partner to estimated
settlement amount 9,492
Adjustment of other assets and liabilities (200)
Net increase in net assets $13,023
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, 1996
Statement of Changes in Net Assets in Liquidation - Year ended
December 31, 1996
Statement of Operations - Year ended December 31, 1995
Statement of Changes in Partners' Deficit/Net Assets in Liquidation -
Year ended December 31, 1995
Statement of Cash Flows - Year ended December 31, 1995
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, 1996 and the related
statement of changes in net assets in liquidation for the year then ended. In
addition, we have audited the statements of operations, changes in partners'
deficit/net assets in liquidation and cash flows for the year 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.
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, 1996, the changes in net assets
in liquidation for the year ended December 31, 1996 and the results of
operations and cash flows for the year ended December 31, 1995, in conformity
with generally accepted accounting principles applied on the basis of accounting
described in Note A to the financial statements.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
February 28, 1997
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
Statement of Net Assets in Liquidation
(in thousands)
December 31, 1996
Assets
Cash $ 95
Liabilities
Advances due to affiliates of the
Managing General Partner (Note C) 75
Estimated costs during the period
of liquidation (Note A) 20
Net Assets in Liquidation (Note A) $ 0
See Accompanying Notes to Financial Statements
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(in thousands)
December 31, 1996
Net assets in liquidation $ 0
at December 31, 1995
Changes in net assets in liquidation
attributable to:
Decrease in unrestricted cash (53)
Decrease in restricted-tenant security deposits (87)
Decrease in accounts receivable (6)
Decrease in tax escrows (95)
Decrease in restricted escrows (168)
Decrease in investment properties (8,660)
Decrease in accounts payable 25
Decrease in advances due to affiliates of the Managing
General Partner 1,705
Decrease in other liabilities 437
Decrease in mortgage notes payable 6,590
Decrease in estimated costs during the
period of liquidation 312
Net assets in liquidation at
December 31, 1996 $ 0
See Accompanying Notes to Financial Statements
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
STATEMENT OF OPERATIONS
(in thousands, except unit data)
(Going Concern Basis)
Year Ended
December 31, 1995
Revenues:
Rental income $ 1,870
Other income 108
Total revenues 1,978
Expenses:
Operating 680
General and administrative 238
Maintenance 313
Depreciation 501
Interest 1,727
Property taxes 198
Total expenses 3,657
Adjustment to liquidation basis (Note A) 13,023
Gain on sale of land 66
Net income $11,410
Net income allocated to general partners (2%) $ 648
partners (2%)
Net income allocated to limited partners (98%) 10,762
partners (98%)
$11,410
Net income per limited
partnership unit $430.47
See Accompanying Notes to Financial Statements
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
STATEMENT OF CHANGES IN PARTNERS' DEFICIT/
NET ASSETS IN LIQUIDATION
(in thousands, except unit data)
(Going Concern Basis)
<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, 1994 25,000 (648) (10,762) (11,410
(going concern basis)
Net income for the year ended
December 31, 1995 -- 648 10,762 11,410
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
STATEMENT OF CASH FLOWS
(in thousands)
(Going Concern Basis)
<TABLE>
<CAPTION>
Year Ended
December 31, 1995
<S> <C>
Cash flows from operating activities:
Net income $ 11,410
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation 501
Amortization 46
Gain on sale of land (66)
Adjustment to liquidation basis (13,023)
Change in accounts:
Restricted cash 17
Accounts receivable (1)
Tax escrow (95)
Other assets 5
Accounts payable and other accrued expenses 1,064
Accrued interest (1)
Tenant security deposit liabilities (8)
Net cash used in operating activities (151)
Cash flows from investing activities:
Property improvements and replacements (218)
Deposits to restricted escrows (13)
Receipts from restricted escrows 160
Proceeds from sale of land 150
Net cash provided by investing activities 79
Cash flows from financing activities:
Principal payments on mortgage notes payable (39)
Net cash used in financing activities (39)
Net decrease in cash (111)
Cash at beginning of period 259
Cash at end of period $ 148
Supplemental disclosure of cash flow information:
Cash paid for interest $ 651
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Effective December 31, 1995, the Registrant determined it was in the partners'
best interest to liquidate the Partnership upon the imminent disposal of the
investment properties and settlement of remaining liabilities expected to occur
in 1996. Of the Partnership's two remaining properties at December 31, 1995,
Woodlawn House was sold February 1, 1996, and Meadows at Kendale Lakes was sold
April 15, 1996.
The decision to liquidate the Partnership resulted in the change in 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, 1996, includes
approximately $20,000 of accrued costs that the Partnership estimates will be
incurred during the period of liquidation, based on the assumption that the
liquidation process will be completed during the first quarter of 1997. These
costs include audit and tax return fees, administrative expenses and termination
costs related to terminating the Partnership. 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;
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 is recognized 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.
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, $274,000 of unamortized loan costs were written-
off in the adjustment to liquidation basis.
Leases
The Partnership generally leased apartment units for twelve-month terms or less
during its period of operations.
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.
Cash
The Partnership considers only unrestricted cash to be cash.
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.
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
$13,023,000. Significant adjustments are summarized as follows:
(Increase) Decrease
in Net Liabilities
(in thousands)
Adjustment of book value of investment
properties to estimated net realizable value $ 4,063
Adjustments to record estimated costs
associated with the liquidation (332)
Adjustment of advances due affiliates of
the Managing General Partner to estimated
settlement amount 9,492
Adjustment of other assets and liabilities (200)
Net increase in net assets $ 13,023
NOTE B - 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.
There are no differences between the Partnership's reported amounts and the
Federal tax basis of net assets and liabilities. The Federal taxable income for
the year ended December 31, 1996 is $6,531,000 or $293.00 per limited
partnership unit. The Federal taxable loss for the year ended December 31, 1995
is $495,000 or $22.21 per limited partnership unit.
NOTE C - 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 $11,000 and $7,000 in 1996 and 1995, respectively, as
reimbursement, at cost, for such advances and out-of-pocket expenses.
The Partnership had advances of $11,271,000 payable to affiliates of the
Managing General Partner at December 31, 1995 prior to converting to the
liquidation basis of accounting. The amount was adjusted to its estimated
settlement amount in the $13,023,000 adjustment to liquidation basis discussed
in Note A. These advances bear interest at prime plus 1%. Payments of
$1,753,000 were disbursed to the affiliate during 1996. The remaining estimated
settlement amount of the advances was $75,000 at December 31, 1996.
The Partnership had engaged affiliates of Insignia to provide day-to-day
management of the Partnership's properties under an agreement which provided for
fees equal to 5% of revenues on each property. An affiliate of Insignia also
provided partnership administration and management services for the Partnership
for the years ended December 31, 1996 and 1995. Reimbursements for direct
expenses relating to these services totaled approximately $47,000 and $166,000
for 1996 and 1995, respectively.
NOTE D - 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 E - DISPOSITION OF PROPERTIES
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 $658,000 after payment of closing costs. On April 15, 1996 the
Partnership sold Meadows at Kendale Lakes to an unaffiliated party. Total
consideration was $5,510,000 with the Partnership receiving net proceeds of
$1,156,000 after payment of closing costs. The mortgage debt encumbering both
properties was assumed by the respective buyer. The gain on the sales was
reflected in the adjustment to investment properties as a result of adopting the
liquidation basis of accounting at December 31, 1995.
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, 1996, 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 52, 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 47, 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 58, 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 60, 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 45, 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 40, 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 43, 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 49, 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, 1996 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:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
(b) Reports on Form 8-K filed during the fourth quarter of 1996:
None.
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
(Registrant)
By: VMS Realty Associates
Managing General Partner
By: JAS Realty Corporation
Date: March 20, 1997 By: /s/Joel A. Stone
Joel A. Stone
President
Date: March 20, 1997 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
Joel A. Stone
/s/Thomas A. Gatti Senior Vice President and
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
Prudential-Bache/VMS Realty Associates L.P. I 1996 Year-End 10-KSB and is
qualified in its entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000350558
<NAME> PRUDENTIAL-BACHE/VMS REALTY ASSOCIATES L.P. I
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 95
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
</FN>
</TABLE>
