SHELTER PROPERTIES IV LIMITED PARTNERSHIP
SC 13E3/A, 1999-02-12
REAL ESTATE
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           -------------------------

                                 SCHEDULE 13E-3
                        RULE 13e-3 TRANSACTION STATEMENT
                        (PURSUANT TO SECTION 13(e) OF THE
                        SECURITIES EXCHANGE ACT OF 1934)

                                (Amendment No.2)
                              SHELTER PROPERTIES IV
                              (Name of the Issuer)

                             AIMCO PROPERTIES, L.P.
                         SHELTER REALTY IV. CORPORATION
                      (Name of Person(s) Filing Statement)

                          UNITS OF LIMITED PARTNERSHIP
                         (Title of Class of Securities)

                                      None
                      (CUSIP Number of Class of Securities)

                               Peter K. Kompaniez
                     Vice Chairman of the Board of Directors
                   Apartment Investment and Management Company
                     1873 South Bellaire Street, 17th Floor
                           Denver, Colorado 80222-4348
                                 (303) 757-8101
                 (Name, Address and Telephone Number of Persons
               Authorized to Receive Notices and Communications on
                      Behalf of Person(s) Filing Statement)

                           -------------------------

                                   Copies to:

                           Jonathan L. Friedman, Esq.
                    Skadden, Arps, Slate, Meagher & Flom LLP
                       300 South Grand Avenue, Suite 3400
                          Los Angeles, California 90071
                                 (213) 687-5000




<PAGE>   2



This statement is filed in connection with (check the appropriate box):

                  (a) [ ] The filing of solicitation materials or an
                          information statement subject to Regulation 14A,
                          Regulation 14C or Rule 13e-3(c) under the Securities
                          Exchange Act of 1934.

                  (b) [X] The filing of a registration statement under the
                          Securities Act of 1933.

                  (c) [X] A tender offer.

                  (d) [ ] None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]


                                        2

<PAGE>   3



                            CALCULATION OF FILING FEE


Transaction Valuation*  $15,280,290             Amount of Filing Fee:  $3,056.06

*        For purposes of calculating the fee only. This amount assumes the
         purchase of 30,258 units of limited partnership interest ("Units") of
         the subject partnership for $505.00 per Unit. The amount of the filing
         fee, calculated in accordance with Section 14(g)(1)(B)(3) and Rule
         11(d) under the Securities Exchange Act of 1934, as amended, equals
         1/50th of one percent of the aggregate amount of cash and/or the value
         of the securities being sought by AIMCO Properties, L.P.

[X]      Check box if any part of the fee is offset as provided by Rule 11(a)(2)
         and identify the filing with which the offsetting fee was previously
         paid. Identify the previous filing by registration statement number or
         the form or schedule and the date of its filing.

Amount Previously Paid: $118,000(1)   Filing Parties: AIMCO Properties, L.P. and
                                                      Apartment Investment and 
                                                      Management Company

Form or Registration No.: 333-60355   Date Filed:     July 31, 1998


- --------
(1)  Represents the fees paid by AIMCO Properties, L.P. in Registration 
     Statement No. 333-60355.


                                        3

<PAGE>   4



                                  INTRODUCTION

                  This Amendment No. 2 to Rule 13e-3 Transaction Statement on
Schedule 13E-3 is being filed with the Securities and Exchange Commission (the
"SEC") by AIMCO Properties, L.P., a Delaware limited partnership (the "AIMCO
Operating Partnership"), with respect to a proposed exchange offer for certain
of the units of limited partnership of Shelter Properties IV, a South Carolina
limited partnership (the "Partnership"). This Amendment No. 2 is also being 
filed by Shelter Realty IV Corporation, a South Carolina corporation, the
general partner of the Partnership. 

                  The following cross-reference sheet is being supplied pursuant
to General Instruction F to Schedule 13E-3 and shows the location of the
information required by Schedule 13E-3 in the Prospectus Supplement for the
exchange offer to the limited partners of the Partnership, as amended or
supplemented (the "Prospectus Supplement"), forming a part of, or relating to,
the registration statement (the "Registration Statement") on Form S-4 
(File No. 333-60355) filed by the AIMCO Operating Partnership and Apartment
Investment and Management Company, a Maryland corporation ("AIMCO"), with the
SEC. The information set forth in the base Prospectus and the Prospectus 
Supplement, including all appendices, schedules and exhibits thereto, are hereby
expressly incorporated by reference as set forth in the following
cross-reference sheet and in the responses to each item of this Schedule 13E-3,
and such responses are qualified in their entirety by the provisions of the
Prospectus Supplement. The cross-reference sheet indicates the caption in the
Prospectus Supplement under which the responses are incorporated herein by
reference. If any such item is inapplicable or the answer thereto is in the
negative and is omitted from the Prospectus Supplement, it is so indicated in
the cross-reference sheet.



                                        4

<PAGE>   5



                              CROSS REFERENCE SHEET
               Pursuant to General Instruction F to Schedule 13E-3


<TABLE>
<CAPTION>
                                                     UNLESS OTHERWISE INDICATED,
                                                     ALL REFERENCES ARE TO PORTIONS
                                                     OF THE PROSPECTUS SUPPLEMENT
SCHEDULE 13E-3 ITEM                                  WHICH IS INCORPORATED HEREIN
NUMBER AND CAPTION                                   BY REFERENCE
- ------------------                                   -----------------------------
<S>                                                  <C>
1.     Issuer and Class of Security
       Subject to the Transaction

       (a)..................................         Outside Front Cover Page; "Summary--Your Partnership."

       (b)..................................         Outside Front Cover Page; "Summary--Your
                                                     Partnership;" "The Offer--Terms of the Offer;
                                                     Expiration Date;" and "Your
                                                     Partnership--General."

       (c)..................................         Not applicable, but see "Fairness of the
                                                     Offer--Comparison of Consideration to
                                                     Alternative Consideration--Prices on Secondary
                                                     Market."

       (d)..................................         "Summary--Summary Financial Information of
                                                     Shelter Properties IV."

       (e)..................................         Not applicable.

       (f)..................................         "Background and Reasons for the
                                                     Offer--Background of the Offer--Previous Tender
                                                     Offers" and "Your Partnership--Beneficial Owner
                                                     ship of Interests in Your Partnership."

2.     Identity and Background

       (a)-(d) and (g)......................         "Summary--Affiliation with Your General Partner,"
                                                     "The AIMCO Operating Partnership," 
                                                     "Your Partnership--General" and Appendix B.

       (e)-(f)..............................         Not applicable.

3.     Past Contracts, Transactions or
       Negotiations
</TABLE>



                                        5

<PAGE>   6



<TABLE>
<S>                                                  <C>
       (a)..................................         "Background and Reasons for the 
                                                     Offer--Background of the Offer--Previous Tender
                                                     Offers"; "Your Partnership--Distributions"
                                                     "Your Partnership--Compensation Paid to the 
                                                     General Partner and its Affiliates" and 
                                                     "Conflicts of Interest."

       (b)..................................         "Background and Reasons for the 
                                                     Offer--Background of the Offer."

4.     Terms of the Transaction

       (a)..................................         "The Offer"

       (b)..................................         Not applicable.

5.     Plans or Proposals of the Issuer
       or Affiliate

       (a)-(e) .............................         Not applicable.

       (f)-(g)..............................         "The Offer--Effects of the Offer--Effect on Trading
                                                     Market; Registration under Section 12(g) of the 
                                                     Exchange Act."

6.     Source and Amounts of Funds
       or Other Consideration

       (a)-(d)..............................         "Source and Amount of Funds and Transactional
                                                     Expenses."

7.     Purpose(s), Alternatives,
       Reasons and Effects

       (a) & (c)............................         "Background and Reasons for the Offer--Background of 
                                                     the Offer--General."

       (b)..................................         "Background and Reasons for the Offer--Alternatives
                                                     Considered" and "Fairness of the
</TABLE>


                                        6

<PAGE>   7



<TABLE>
<S>                                                  <C>
                                                     Offer--Comparison of Consideration to Alternative
                                                     Consideration."

       (d)..................................         "Background and Reasons for the Offer--Expected
                                                     Benefits of the Offer," "The Offer--Effects of the 
                                                     Offer" and "Certain Federal Income Tax Consequences."

8.     Fairness of the Transaction

       (a) - (b)............................         "Fairness of the Offer--Position of the General
                                                     Partner of Your Partnership With Respect to the
                                                     Offer; Fairness"

       (c)..................................         "Background and Reasons For the
                                                     Offer--Alternatives Considered--Alternative
                                                     Structures Considered."

       (d) - (e) ...........................         Not applicable.

       (f)..................................         "Background and Reasons for the Of
                                                     fer--Background of the Offer--Previous Tender
                                                     Offers."

9.     Reports, Opinions, Appraisals
       and Certain Negotiations

       (a) - (c)............................         "Fairness of the Offer--Comparison of Consideration
                                                     to Alternative Consideration--Appraisals" "Stanger 
                                                     Analysis" and Appendix A.                                                     

10.    Interest in Securities of the Issuer

       (a) & (b)............................         "Background and Reasons for the Offer--Prior Tender
                                                     Offers" and "Your Partnership--Beneficial Ownership of
                                                     Interests in Your Partnership."

11.    Contracts, Arrangements or Under-
       standings With Respect to the Issuer's
       Securities...........................         Not applicable; but see "Background and Reasons
                                                     for the Offer--Background of the Offer--Previous
                                                     Tender Offers."
</TABLE>



                                        7

<PAGE>   8





<TABLE>
<S>                                                  <C>
12.    Present Intention and
       Recommendation of Certain
       Persons with Regard to the
       Transaction

       (a) - (b)............................         Not applicable; but see "Fairness of the
                                                     Offer--Position of the General Partner of Your
                                                     Partnership With Respect to the Offer;
                                                     Fairness."

13.    Other Provisions of the
       Transaction

       (a)..................................         "The Offer--Dissenters' Rights."

       (b)..................................         "Fairness of the Offer--Position of the General
                                                     Partner of Your Partnership with Respect to the
                                                     Offer; Fairness."

       (c)..................................         Not applicable.

14.    Financial Information

       (a)..................................         "Summary--Summary Financial Information of
                                                     Shelter Properties IV" and "Summary--Comparative
                                                     Per Unit Data."  For the financial statements of the
                                                     Partnership, see its latest Form 10-KSB, which will 
                                                     accompany the base Prospectus and Prospectus Supplement.
                                                     For the financial statements of AIMCO Properties, L.P. 
                                                     see "Financial Statements of AIMCO Properties, L.P." 
                                                     in the base Prospectus to the Form S-4 Registration Statement.

       (b)..................................         "Summary--Summary Pro Forma Financial and
                                                     Operating Information of AIMCO Properties, L.P."
                                                     and "Pro Forma Financial Statements."

                                                       
15.    Persons and Assets Employed,
       Retained or Utilized

       (a)..................................         Not applicable.

       (b)..................................         "Source and Amount of Funds and Transactional
                                                     Expenses."
</TABLE>


                                        8

<PAGE>   9


<TABLE>
<S>                                                  <C>
16.    Additional Information...............         The information set forth in the Prospectus
                                                     Supplement is incorporated herein by reference
                                                     in its entirety.

17.    Material to be Filed as
       Exhibits.............................         Separately included herewith.
</TABLE>

                                    -----------------------------


Item 1.       ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.

              (a) The information concerning the Partnership, its securities and
its principal executive office set forth on the outside front cover page of the
Prospectus Supplement and in the section entitled "Summary--Your Partnership" is
incorporated herein by reference.

              (b) The information set forth in the outside front cover page of
the Prospectus Supplement and in the section entitled "Summary--Your
Partnership;" "The Offer--Terms of the Offering Expiration Date" and "Your
Partnership--General" is incorporated herein by reference.

              (c) The information set forth in the Prospectus Supplement in the
section entitled "Not applicable, but see "Fairness of the Offer--Comparison of
Consideration to Alternative Consideration--Prices on Secondary Market" is
incorporated herein by reference.

              (d) There is no established trading market for such securities.

              (e) Neither AIMCO Operating Partnership nor the Partnership has
made an underwritten public offering of their respective securities during the
past three years which was registered under the Securities Act of 1933, as
amended, or exempt from registration thereunder pursuant to Regulation A.

              (f) The information set forth in the Prospectus Supplement in the
sections entitled "Background and Reasons for the Offer--Background of the
Offer--Previous Tender Offers: and "Your Partnership--Beneficial Ownership of
Interests in Your Partnership" is incorporated herein by reference.

Item 2.       IDENTITY AND BACKGROUND.

              (a) - (d) and (g) The persons filing this Statement is AIMCO
Properties, L.P. (the "AIMCO Operating Partnership") and Shelter Realty IV
Corporation. The information set forth in the Prospectus Supplement in the
section entitled "The AIMCO Operating Partnership" is incorporated herein by
reference.  The information set forth in the Prospectus Supplement in the 
section entitled "AIMCO Operating Partnership" and in Appendix B is incorporated
herein by reference.


                                        9

<PAGE>   10



              (e) and (f) During the last five years, none of the AIMCO
Operating Partnership, AIMCO-GP, Inc., AIMCO, Shelter Realty IV Corporation
nor, to the best of their knowledge, any of the respective affiliated general
partners, executive officers, directors, or controlling persons of any such
entities (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
further violations of, or prohibiting activities, subject to, Federal or state
securities laws or finding any violation of such laws.

Item 3.       PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.

              (a) The information set forth in the Prospectus Supplement in the
sections entitled "Background and Reasons for the Offer--Background of the
Offer--Previous Tender Offers;" "Your Partnership--Distributions," "Your
Partnership--Compensation Paid to the General Partner and its Affiliates" and
"Conflicts of Interest" is incorporated herein by reference.

              (b) The information set forth in the Prospectus Supplement in the
section entitled "Background and Reasons for the Offer--Background of the Offer"
is incorporated herein by reference.

Item 4.       TERMS OF THE TRANSACTION.

              (a) The information set forth in the Prospectus Supplement in the
section entitled "The Offer" is incorporated herein by reference.

              (b) Not applicable.

Item 5.       PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.

              (a) - (e)  Not applicable.             

              (f) - (g) The information set forth in the Prospectus Supplement
in the section entitled "The Offer--Effects of the Offer--Effect on Trading
Market; Registration under Section 12(g) of the Exchange Act" is incorporated
herein by reference.


                                       10

<PAGE>   11




Item 6.       SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

              (a) - (d) The information set forth in the Prospectus Supplement
in the section entitled "Source and Amount of Funds and Transactional Expenses"
is incorporated herein by reference.

Item 7.       PURPOSES(S), ALTERNATIVES, REASONS AND EFFECTS.

              (a) and (c) The information set forth in the Prospectus Supplement
in the section entitled "Background and Reasons for the Offer--Background of the
Offer--General" is incorporated herein by reference.

              (b) The information set forth in the Prospectus Supplement in the
sections entitled "Background and Reasons for the Offer--Alternatives
Considered" and "Fairness of the Offer--Comparison of Consideration to
Alternative Consideration."

              (d) The information set forth in the Prospectus Supplement in the
section entitled "Background and Reasons for the Offer--Expected Benefits of the
Offer," "The Offer--Effects of the Offer" and "Certain Federal Income Tax 
Consequences" is incorporated herein by reference.

Item 8.       FAIRNESS OF THE TRANSACTION.

              (a) - (b) The information set forth in the Prospectus Supplement
in the section entitled "Fairness of the Offer--Position of the General Partner
of Your Partnership With Respect to the Offer; Fairness" is incorporated herein
by reference.

              (c) The transaction is not structured so that a majority of 
unaffiliated security holders is required. The information set forth in the
Prospectus Supplement in the section entitled "The Offer--Terms of the Offer;
Expiration Date" is incorporated herein by reference.

              (d) The issuer is a limited partnership and does not have a board 
of directors.  The general partner of the issuer is a corporation the board of 
directors of which is comprised solely of employees of the issuer.  An 
unaffiliated representative has not been retained to act solely on behalf of 
unaffiliated security holders for the purposes of negotiating the terms of the 
Rule 13e-3 transaction and/or preparing a report concerning the fairness of the 
transaction.  However, the information set forth in the Prospectus Supplement 
in the sections entitled "Background and Reasons for the Offer--Disadvantages of
the Offer" and "Stanger Analysis" is incorporated herein by reference.

              (e) The issuer is a limited partnership and does not have a board 
of directors.  The general partner of the issuer is a corporation the board of 
directors of which is comprised solely of employees of AIMCO. Accordingly, this 
item is not applicable.

              (f) The information set forth in the Prospectus Supplement in the
section entitled "Background and Reasons for the Offer--Background of the
Offer--Previous Tender Offers" is incorporated herein by reference.



                                       11

<PAGE>   12



Item 9.       REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

              (a) - (c) The information set forth in the Prospectus Supplement
in the sections entitled "Fairness of the Offer - Comparison of Consideration to
Alternative Consideration - Appraisals" and "Stanger Analysis" is incorporated
herein by reference. The opinion of Robert A. Stanger & Co., Inc. is included as
Appendix A to the Prospectus Supplement.

Item 10.      INTEREST IN SECURITIES OF THE ISSUER.

              (a) and (b) The information set forth in the Prospectus Supplement
in the sections entitled "Background and Reasons for the Offer--Background of
the Offer--Prior Tender Offers" and "Your Partnership--Beneficial Ownership of
Interests in Your Partnership" is incorporated herein by reference.

Item 11.      CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE 
              ISSUER'S SECURITIES.

              Not applicable, but see the information set forth in the
Prospectus Supplement in the section entitled "Background and Reasons for the
Offer--Background of the Offer--Previous Tender Offers" which information is
incorporated herein by reference.

Item 12.      PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH 
              REGARD TO THE TRANSACTION.

              (a) Not applicable. 

              (b) The information set forth in the Prospectus Supplement in 
the section entitled "Fairness of the Offer--Position of the General Partner of
Your Partnership With Respect to the Offer; Fairness" which information is
incorporated herein by reference.

Item 13.      OTHER PROVISIONS OF THE TRANSACTION.

              (a) The information set forth in the Prospectus Supplement in the
section entitled "The Offer--Dissenters' Rights" is incorporated herein by
reference.

              (b) The information set forth in the Prospectus Supplement in the
section entitled "Fairness of the Offer--Position of the General Partner of Your
Partnership With Respect to the Offer; Fairness" is incorporated herein by
reference.

              (c) Not applicable.



                                       12

<PAGE>   13



Item 14.      FINANCIAL INFORMATION.

              (a) The information set forth in the Prospectus Supplement in the
sections entitled "Summary--Summary Financial Information of Shelter Properties
IV" and "Summary--Comparative Per Unit Data" is incorporated herein by
reference. For the financial statements of the Partnership see its latest Form
10-KSB, which will accompany the base Prospectus and Prospectus Supplement. The
information set forth in the base Prospectus included in the Registration
Statement in the section entitled "Financial Statements of AIMCO Properties,
L.P." is incorporated herein by reference. 

              (b) The information set forth in the Prospectus Supplement in the
section entitled "Summary--Summary Pro Forma Financial and Operating Information
of AIMCO Properties, L.P." and "Pro Forma Financial Statements" is incorporated
herein by reference.

Item 15.      PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.

              (a)   Not applicable.

              (b)   The information set forth in the Prospectus Supplement in
the sections "Source and Amount of Funds and Transactional Expenses" and "The
Offer--Fees and Expenses" is incorporated herein by reference.

Item 16.      ADDITIONAL INFORMATION.

              The information set forth in the Prospectus Supplement and the
base Prospectus and all Appendices thereto is incorporated herein by reference
in its entirety.

Item 17.      EXHIBITS.

              (a)(1) Amended and Restated Credit Agreement (Unsecured-to-Term
Facility), dated October 1, 1998, among AIMCO Properties, L.P., Bank of America
and BankBoston, N.A. (Exhibit 10.1 to AIMCO's Current Report on Form 8-K dated
October 1, 1998, which is incorporated herein by reference).

              (a)(2) Credit Agreement, dated December 30, 1997, among IPLP, 
First Union National Bank and Lehman Commercial Paper, Inc. (Exhibit 10.8 to the
Form S-4 Registration Statement No. 333-53815 of Insignia Properties Trust) is
incorporated herein by reference.

              (b)(1) Opinion of Robert A. Stanger & Co., Inc. (Appendix A to
the Prospectus Supplement is incorporated herein by reference).

              (b)(2) Summaries of appraisals referred to in the Prospectus
Supplement in the Section "Fairness of the Offer--Appraisals" are incorporated
by reference to Exhibit (z)(1) to the Form 14D-1 of Shelter Properties IV filed
by Cooper River Properties, L.L.C. on July 21, 1998.

              (b)(3) Physical inspection reports of Adjuster's International,
Inc. referred to in the Prospectus Supplement in "Fairness of the
Offer - Appraisals."

              (c)    Not applicable.

              (d)(1) Preliminary Prospectus, dated January 18, 1999. (Filed as
part of the Registration statement (No. 333-60355) and incorporated herein by
reference.)
      
              (d)(2) Preliminary Prospectus Supplement, dated February 12, 1999.
(Filed as part of the Registration Statement (No. 333-60355) and incorporated 
herein by reference.)   

              (d)(3) Form of Letter of Transmittal. (Filed as part of the
Registration Statement (No. 333-60355) and incorporated herein by reference.)   



                                       13

<PAGE>   14



              (d)(4) Form of Cover Letter from the Purchaser to the Limited 
Partners of the Partnership. (Filed as part of the Registration Statement 
(No. 333-60355) and incorporated herein by reference.)

              (e)    Not applicable.

              (f)    Not applicable.



                                       14

<PAGE>   15


                                   SIGNATURES

              After due inquiry and to the best of its knowledge and belief, 
I certify that the information set forth in this statement is true,
complete and correct.

Dated: February 12, 1999                 AIMCO PROPERTIES, L.P.

                                         By:    AIMCO-GP, Inc.
                                                (General Partner)


                                         By:    /s/ PATRICK J. FOYE
                                                --------------------------------
                                                Name:  Patrick J. Foye
                                                Title: Executive Vice President



                                         SHELTER REALTY IV CORPORATION


                                         By:    /s/ PATRICK J. FOYE
                                                --------------------------------
                                                Name:  Patrick J. Foye
                                                Title: Executive Vice President







                                       15

<PAGE>   16

                               INDEX TO EXHIBITS

(a)(1) -- Amended and Restated Credit Agreement  (Unsecured-to-Term Facility),
          dated October 1, 1998, among AIMCO Properties, L.P., Bank of America
          and BankBoston, N.A. (Exhibit 10.1 to AIMCO's Current Report on Form
          8-K dated October 1, 1998, which is incorporated herein by reference).

(a)(2) -- Credit Agreement, dated December 30, 1997, among IPLP, First Union
          National Bank and Lehman Commercial Paper, Inc. (Exhibit 10.8 to the
          Form S-4 Registration Statement No. 333-53815 of Insignia Properties
          Trust) is incorporated herein by reference.

(b)(1) -- Opinion of Robert A. Stanger & Co., Inc. (Appendix A to the Prospectus
          Supplement is incorporated herein by reference).

(b)(2) -- Summaries of appraisals referred to in the Prospectus Supplement in
          the Section "Fairness of the Offer--Appraisals" are incorporated by
          reference to Exhibit (z)(1) to the Form 14D-1 of Shelter Properties IV
          filed by Cooper River Properties, L.L.C. on July 21, 1998.

(b)(3) -- Physical inspection reports of Adjuster's International, Inc. referred
          to in the Prospectus Supplement in "Fairness of the Offer -
          Appraisals."

(c)    -- Not applicable.

(d)(1) -- Preliminary Prospectus, dated January 18, 1999. (Filed as part of 
          the Registration statement (No. 333-60355) and incorporated herein by
          reference.)
      
(d)(2) -- Preliminary Prospectus Supplement, dated February 12, 1999. (Filed 
          as part of the Registration Statement (No. 333-60355) and incorporated
          herein by reference.)   

(d)(3) -- Form of Letter of Transmittal. (Filed as part of the Registration
          Statement (No. 333-60355) and incorporated herein by reference.)   

(d)(4) -- Form of Cover Letter from the Purchaser to the Limited Partners of the
          Partnership. (Filed as part of the Registration Statement (No.
          333-60355) and incorporated herein by reference.)

(e)    -- Not applicable.

(f)    -- Not applicable.


<PAGE>   1
                                                                     EXHIBIT B-3



                              QUAIL RUN APARTMENTS
                               1380 Saylor Drive
                           Zionsville, Indiana 46077
                                 (317) 873-4674




                              PHYSICAL INSPECTION

<PAGE>   2


                              QUAIL RUN APARTMENTS
                           PROPERTY WAS BUILT IN 1972
       DATE OF MAJOR RENOVATIONS: ALL BUILDING VINYL SIDING REPLACED 1998
                              NUMBER OF UNITS: 166
  NUMBER OF BUILDINGS: 25 APARTMENT BUILDINGS AND ONE FREE STANDING OFFICE/CLUB
                BUILDING AND ONE FREE STANDING MAINTENANCE SHOP










                                                                               2
<PAGE>   3

ROOFS

The roofs on the buildings at this property are 20 year, #230, composition
shingles, which we were advised vary in age from one to five years. Management
advised they spent $25,000 on roofs this year to complete an on going project on
all roofs except for one building that has not had new roofing. The roof on this
building shows heavy checking and cracking of the roof and needs to be replaced.
We are calling to replace the roof on this building complete along with minor
repairs to rest of the roofs on this property. These roofs appear to be at a
5/12 pitch. Roof venting appears to come solely from ridge vents. There is also
mansard roofing on the apartment buildings. We did observe some damage to the
mansard portions of the roofs. It appears that this is wind damage. We expect
the roofs to have a useful life of another 8-12 years.

GUTTERS AND DOWNSPOUTS

This property is equipped with gutters and downspouts. Gutters and downspouts
are only four inch residential size. Many of the downspouts need to be extended
away from the buildings to allow water flow away from the building area. All
observed splash blocks need to be flipped so as to allow splash block to work
properly. There are also areas where downspouts have been damaged or the splash
block needs to be relocated under the downspout. Maintenance advised that
because of the large trees on the property guttering needs to be cleaned out. We
are allowing for cleaning and repairs to guttering in the attached budget.

HVAC

The heating on this property is obtained by gas furnace units, which are located
in a closet off of the hall area. The cooling is obtained through a split system
with one and one half ton compressor units for one bedroom and two ton
compressor units for two and three bedroom apartments. There are two four
bedroom units which have two, two ton units. The outside A/C compressor units
are located outside of the buildings on concrete pads, on grade, with the A/C
coil in the air handler units. Interior air handler units appear to be in good
condition. All outside A/C condenser units have exterior electric
disconnects/shut-offs. We are advised by the maintenance supervisor that most of
the interior and exterior HVAC equipment is original to the property -- twenty
six years old. There are approximately 2/3rds of the units that are Bryant, with
1/3rd Heil units. Maintenance advised they replaced approximately 15 units in
the last five years. Maintenance advised that they replaced five units this
year. We are calling for general repairs in our attached budget.

PLUMBING

Main, exterior, cold water lines are copper pipe per the maintenance supervisor.
Main cold water lines are buried and not insulated. There are cold water
shut-offs, which are gate valves. The domestic water supply in each unit is
obtained by copper pipe. The DWV system is all ABS plastic pipe. There are a
total of 75 hose bibs on the property. Maintenance advised that none of the hose
bibs are operable. Each apartment is equipped with a 1/3 hp Emerson or Whirlaway
garbage disposal. They are being replaced with Emerson 1/3 hsp garbage
disposals. The garbage disposals have an average age of 5-10 years. The property
is currently replacing approximately 12 disposals per year. All of these
interior systems appeared to be in good working condition on the date of our
inspection and were reported to have no major deficiencies. There are washer &
dryer hook-ups in each apartment, except 20 one bedroom apartments.

                                                                               3

<PAGE>   4


HOT WATER

Hot water on this property is obtained through one, gas fired water heater in
each apartment. The water heaters in the units we inspected were AO Smith with
other units being a combination of American Standard, Rheem, and Bradford. The
units are located in the closet next to the furnace and are by a drain in all
ground floor apartments. The 2nd floor water heaters are not in a pan or by a
drain. Maintenance advised that they are replacing 15-20 water heaters per year.
They advised that they replaced 15 this year. We are calling for general repairs
only in our attached budget. Maintenance supervisor states that water heaters
are in good condition overall.

ELECTRICAL

All apartments on this property are individually metered for electricity. The
electrical wiring between the transformer and the meter base is aluminum. The
electrical wiring between the meter and the exterior disconnect is aluminum. The
electrical wiring from the exterior disconnect to the breaker panel is aluminum.
Interior wiring in apartments is copper for 110 amp and 220 amp circuits. All
observed electrical equipment was manufactured by General Electric. Interior
electrical supply is from a 125 amp General Electric Pacific breaker panel.
There are no Ground Fault Interrupt circuits and we are calling to add one per
apartment.

No problems were reported with the electrical system and equipment, in general,
and no major problems to the outside electrical systems were noted on our
inspection. There are eleven transformers on this property, which appear to be
in good condition, with no leaks visible.



                                                                               4

<PAGE>   5


                               EXTERIOR SURFACES

SIDING

This property is constructed of standard wood framing and has brick veneer
(40%), vinyl siding (40%), and (20%) comprised of mansard roofing for its
exterior surface. The vinyl siding is in good condition having been replaced in
1998. We are calling for minor repairs only to approximately 200 feet of fascia
board, which needs to be replaced. The soffit and fascia are also vinyl. We also
noticed areas where vinyl siding is missing on the eve areas and appears to be
from wind damage.

STAIRWELLS

There are no stairwells on the property. Each unit has its own entry. We are not
addressing any cost factor in our attached budget for stairwells or breezeways.

BALCONIES

There are no balconies on this property. Each resident has a concrete patio for
a total of 166 patios. There are 25 patios where the concrete has cracked from
either trees planted too close or they have been undermined by erosion and needs
to be replaced. The patios are enclosed with a 6 foot wood enclosure and the
fences needs pressure washed and stained. We are calling for replacement of 25
concrete patio slabs and staining of patio enclosures in our attached budget.

FOUNDATIONS

All of the foundations for the buildings on this property consist of a grid
style monolithic concrete slab with integral grade beams. At the time of our
inspection we did not notice any significant settling problems of any building.
There is no visible or blatant evidence of foundation movement - however; an
engineering report would be advised to be positive, as not all foundation
failures are visible from the building exteriors.

CONCRETE SIDEWALKS

We observed sidewalks with trip hazards that need to be replaced. There was also
a large amount of sidewalk area that is heavily cracked and needs to be
replaced. There are also areas where the concrete exhibits heavy spawling and
needs to be replaced, as it is a liability concern. We are calling to replace
approximately 450 linear feet of sidewalk in our attached budget.





                                                                               5
<PAGE>   6


DRIVES and PARKING LOTS

The drives and parking lots on this property are asphalt with minor cracking
observed. The property was sealcoated in 1996 and needs to be sealcoated after
minor cracking of asphalt is crack filled. We are calling for the parking area
to be restriped after entire drive/parking area is sealcoated in our attached
budget.

WINDOWS

The windows on this property are single pane aluminum framed windows. The
picture windows and sliding glass doors are thermal pane. We observed only
picture windows that had lost their seal and need to be replaced. The remaining
windows appear to be in good condition and should continue to hold up properly.
We are not calling for any repairs to windows in our attached budget.

EXTERIOR LIGHTING

The exterior lighting on this property is comprised of several fixture types and
styles. There are streetlights, which are supplied by Indiana Power with the
property being responsible for the electricity cost. There are also high
pressure sodium lights around the leasing/clubhouse area. There are 75 lamppost,
which need to be changed over from incandescent to fluorescent lighting in the
interest of savings on electricity and maintenance costs. We are calling to add
8 high pressure sodium wall packs. A lighting survey is recommended in the
interest of safety and avoiding liability problems. Attached I.C.E. budget
allows to add high pressure sodium wall pack security lights.

LANDSCAPING and IRRIGATION

The landscaping on this property is in fair condition and well planned, overall.
Property does not have any sprinkler system. The lawn area was very dry at the
time of our inspection and maintenance advised that they usually have a larger
amount of rainfall. The property has some trees, which are very large and need
to be trimmed away from the buildings as they are causing damage to roofs and
siding. There are also trees, which are planted too close to the buildings and
have caused damage to patio slabs and will cause damage to the foundations if
they are not removed. There are also trees, which have caused, or will cause,
damage to sidewalk areas if not removed. While there is not a large amount of
trees on the property, the trees are mature and need to be trimmed to allow
ground cover to grow and also prevent any damage to apartment buildings.




                                                                               6

<PAGE>   7


DRAINAGE

On the date of our inspection there was no standing water on the property.
Grading away from the budding foundations appears adequate. There was no water
sitting next to the foundations. Minor grading will be required at this time to
eliminate the water from the planter areas and prevent water from standing next
to the buildings. We observed several low areas, which need fill and will then
need to be reseeded to prevent further erosion. There are areas where the ground
near the foundations is eroding and fill needs to be added to prevent damage to
the foundations. The property sits on relatively level ground and drainage
appears good.

TERMITES

On the day of our inspection there was no evidence of termites or prior termite
activity noted. Management advised that they do not have a termite bond, and
have never had any problem with termites on the property.

FENCING

This is not a gated community. There is no fence around the property and we are
not addressing any costs in our attached budget.

PARKING

There are a total of 250 parking spaces on this property, of which 43 are
covered. One space is permanently reserved for the handicapped, but the property
does have signs which are used to reserve the parking spot closest to the entry
of any apartment occupied by a handicapped resident. There appears to be
insufficient ADA access to the walkways and buildings from the parking lots.

LIFE SUPPORT SYSTEMS

Every apartment is equipped with one battery operated smoke detector, located in
the hallway area of the apartments. There are only 2 fire extinguishers located
on the property. We are calling to add a 5# fire extinguisher for each apartment
on the property.

There are five fire hydrants on this property.





                                                                               7

<PAGE>   8


                                   AMENITIES

SWIMMING POOL

There is one swimming pool on this property. The pool is located directly north
of the club/leasing office. The pool is not heated. The deck is concrete, which
is in good condition. The coping is concrete and is also in good condition along
with the tile surrounding the interior wall of the pool. The pool was last
resurfaced in 1992. The pool needs minor plaster repairs and then painting.
There is a six foot chain link fence surrounding the pool that is in good
condition. We are calling for repairs to the pool surface in our attached
budget. The fence needs a cant slam self closing gate. The pump and filter
equipment in the pump room has a minor leak and needs repair.

HOT TUB

There is no hot tub on this property.

TENNIS COURT

There is one tennis court on the property. The tennis court is in poor to fair
condition. We are calling to resurface the tennis court in our attached budget.

LAUNDRY ROOM

There is one laundry room on this property located in the building housing the
leasing office. There are six washers and six electric dryers. The vendor is
Automatic Apartment Laundry's.

WEIGHT ROOM

There is no fitness center on this property.

PLAYGROUND

There is one playground on this property. Playground is in fair condition. Sand
needs added to the slide and swing area

SAND VOLLEYBALL

There is no sand volleyball court on the property.





                                                                               8

<PAGE>   9


SAUNA

There is one, electric fired, dry sauna on this property. It is in good
condition.















This report is the opinion of the author. It is based principally on
observations of the exterior of the building(s). No physical testing has been
done. Concealed defects, if any, have not been analyzed. The author is not
making any statement on the structural worthiness or integrity of the
building(s); rather, the author is merely expressing a general opinion on the
type of repairs that may be needed based on generalized observations. No
warranty, guarantee, or certification is given by this report. The attached
photographs or pictures are representations of the property and should be
independently evaluated by the recipient.






                                                                               9

<PAGE>   10

QUAIL RUN APARTMENTS
1380 Saylor Dr., Zionsville, IN 46077

                                EXTERIOR BUDGET:

<TABLE>
<S>                         <C>                                                    <C>
ROOFING                      General repairs, replace 1 roof                       $    17,900.00

GUTTERS & DOWNSPOUTS         Clean gutters, minor repairs/replacement              $     4,600.00

HVAC                         General repairs                                       $     2,070.00

PLUMBING                     General repairs, repair hose bibs                     $     4,100.00

HOT WATER                    General repairs                                       $     2,000.00

ELECTRICAL                   Add GFI to each apartment                             $    10,500.00

SIDING/TRIM/FACIA/SOFFITS    General repairs, brick tucking                        $     3,300.00

EXTERIOR PAINT               Good                                                  $         0.00

STAIRWELLS                   N/A                                                   $         0.00

BALCONIES                    Replace patio slabs, stain enclosures                 $    21,500.00

FOUNDATIONS                  Good                                                  $         0.00

SIDEWALKS                    Replace trip hazards, heavy spawling, cracking        $     9,300.00

DRIVES & PARKING LOT         Fill cracks and sealcoat                              $    13,200.00

WINDOWS                      Good                                                  $         0.00

EXTERIOR LIGHTING            Convert to fluorescent & augment security lighting    $     4,800.00

LANDSCAPE & IRRIGATION       Trim trees, reseed areas, grade planter areas         $    12,900.00

DRAINAGE                     Grading and add fill in low areas                     $     4,800.00

TERMITES                     Good                                                  $         0.00

PARKING                      Restripe parking area                                 $     1,250.00

LIFE SUPPORT SYSTEMS         Add Fire extinguishers                                $     3,300.00

POOL                         Repair pool and fence                                 $     5,600.00

HOT TUB                      N/A                                                   $         0.00

FENCE                        N/A                                                   $         0.00

LAUNDRY ROOM                 Good                                                  $         0.00

SAUNA                        Good                                                  $         0.00
                                                                                   --------------
Total Budget:                                                                      $   121,120.00
                                                                                   ==============
</TABLE>

<PAGE>   11

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077

                                   INVENTORY


<TABLE>
<S>       <C>       <C>
- --------------------------------------------------------------------------------
                    OFFICE
- --------------------------------------------------------------------------------
1         2ea       Four drawer cabinet
- --------------------------------------------------------------------------------
2         3ea       AT&T 2022 telephones
- --------------------------------------------------------------------------------
3         1ea       Texas Instruments calculator
- --------------------------------------------------------------------------------
4         1ea       Hewlett Packard fax machine 708
- --------------------------------------------------------------------------------
5         1ea       Smith Corona typewriter
- --------------------------------------------------------------------------------
6         1ea       Digiview monitor
- --------------------------------------------------------------------------------
7         1ea       Hewlett Packard computer
- --------------------------------------------------------------------------------
8         4ea       Motorola 2 way radios
- --------------------------------------------------------------------------------
9         1ea       Hewlett Packard DeskJet printer 520
- --------------------------------------------------------------------------------
10        1ea       Steno chair
- --------------------------------------------------------------------------------
11        1ea       Desk, single
- --------------------------------------------------------------------------------
12        1ea       Desk, double
- --------------------------------------------------------------------------------
13        2ea       Executive chairs
- --------------------------------------------------------------------------------
14        3ea       Guest chairs
- --------------------------------------------------------------------------------
15        1ea       Two drawer credenza
- --------------------------------------------------------------------------------
16        2ea       Pagers
- --------------------------------------------------------------------------------

                    CLUB HOUSE AREA
- --------------------------------------------------------------------------------
17        1ea       Sofa
- --------------------------------------------------------------------------------
18        1ea       Loveseat
- --------------------------------------------------------------------------------
19        2ea       0ccasional chairs
- --------------------------------------------------------------------------------
20        1ea       Chair
- --------------------------------------------------------------------------------
21        2ea       Tables
- --------------------------------------------------------------------------------
22        8ea       Chairs with crescent back
- --------------------------------------------------------------------------------
23        1ea       Coffee table
- --------------------------------------------------------------------------------
24        1ea       Square end table
- --------------------------------------------------------------------------------
25        1ea       Round end table
- --------------------------------------------------------------------------------
26        4ea       Floral arrangements
- --------------------------------------------------------------------------------
27        2ea       Fake trees
- --------------------------------------------------------------------------------
28        6ea       Pictures
- --------------------------------------------------------------------------------
29        1ea       Braun coffee maker
- --------------------------------------------------------------------------------
30        1ea       Magnavox 2 tape player
- --------------------------------------------------------------------------------
31        1ea       Tappan Microwave
- --------------------------------------------------------------------------------

                    MAINTENANCE AREA    
- --------------------------------------------------------------------------------
32        1ea       Billy goat street vac
- --------------------------------------------------------------------------------
33        1ea       Sercon recovery system
- --------------------------------------------------------------------------------
34        2ea       Weedeaters lawn trimmers
- --------------------------------------------------------------------------------
35        1ea       Black & Decker sander
- --------------------------------------------------------------------------------
36        1ea       Black & Decker drill 3/8 inch
- --------------------------------------------------------------------------------
37        1ea       Electric cart no brand name
- --------------------------------------------------------------------------------
38        1ea       Ilko key machine
- --------------------------------------------------------------------------------
39        1ea       40 foot extension ladder
- --------------------------------------------------------------------------------
40        1ea       8 foot step ladder
- --------------------------------------------------------------------------------
41        1ea       Wet dry vacuum
- --------------------------------------------------------------------------------
42        1ea       Furniture dolly
- --------------------------------------------------------------------------------
43        1ea       7 1/4 inch Black & Decker saw
- --------------------------------------------------------------------------------
</TABLE>

<PAGE>   12

<TABLE>
<S>       <C>       <C>
- --------------------------------------------------------------------------------
                    POOL FURNITURE
- --------------------------------------------------------------------------------
44       23ea       Chairs
- --------------------------------------------------------------------------------
45        9ea       Lounges
- --------------------------------------------------------------------------------
46        2ea       Tables
- --------------------------------------------------------------------------------
47        2ea       Umbrellas
- --------------------------------------------------------------------------------
48        3ea       Trash cans
- --------------------------------------------------------------------------------
</TABLE>

<PAGE>   13

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077


                                    [PHOTO]

Photo No.:     1) Property sign


                                    [PHOTO]

Photo No.:     2) Typical Architecture

<PAGE>   14

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077

                                    [PHOTO]

Photo No.:     3) 3 tab composition roof and ridge vent

                                    [PHOTO]

Photo No.:     4) One building has poor roofing and needs replaced

<PAGE>   15

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077


                                    [PHOTO]

Photo No.:     5) Guttering is damaged and needs replaced

                                    [PHOTO]

Photo No.:     6) Furnace is located in closet next to hot water heater

<PAGE>   16

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077


                                    [PHOTO]

Photo No.:     7) Domestic water lines are copper, DWV is ABS with 1/3hsp 
                  garbage disposals


                                    [PHOTO]

Photo No.:     8) A/C units are located on grade on pad with outside electric
                  disconnects

<PAGE>   17

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077


                                    [PHOTO]

Photo No.:     9) Apartments are individually metered for electricity


                                    [PHOTO]

Photo No.:     10) Breaker panels are General Electric


<PAGE>   18

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077


                                    [PHOTO]

Photo No.:     11) Transformer on property are in good condition with no visible
                   leaks


                                    [PHOTO]

Photo No.:     12) Vinyl siding missing for eve area


<PAGE>   19

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077


                                    [PHOTO]

Photo No.:     13) Concrete patios are damaged and need replaced


                                    [PHOTO]

Photo No.:     14) Patio with heavy spawling needs replaced


<PAGE>   20

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077


                                    [PHOTO]

Photo No.:     15) Sidewalk is cracked and also has trip hazard


                                    [PHOTO]

Photo No.:     16) Minor damage to parking area


<PAGE>   21

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077


                                    [PHOTO]

Photo No.:     17) Pole lamps on property need converted


                                    [PHOTO]

Photo No.:     18) Large trees need trimmed to prevent damage to building and
                   patio enclosures


<PAGE>   22

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077


                                    [PHOTO]

Photo No.:     19) Large tree needs removed to prevent damage to sidewalk


                                    [PHOTO]

Photo No.:     20) Stump along foundation needs removed


<PAGE>   23

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077


                                    [PHOTO]

Photo No.:     21) Fill is needed under foundation area to prevent further
                   erosion


                                    [PHOTO]

Photo No.:     22) Additional fill is needed and then area needs reseeded


<PAGE>   24

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077


                                    [PHOTO]

Photo No.:     23) Swimming pool is in fair to good condition


                                    [PHOTO]

Photo No.:     24) Pool filters need minor repairs


<PAGE>   25

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077


                                    [PHOTO]

Photo No.:     29) Leasing/club house building


                                    [PHOTO]

Photo No.:     30) Office area


<PAGE>   26

                              QUAIL RUN APARTMENTS
                     1380 Saylor Dr., Zionsville, IN 46077


                                    [PHOTO]

Photo No.:     31) Club house area


                                    [PHOTO]

Photo No.:     32) Maintenance area


<PAGE>   27

                                 [QUAIL RUN MAP]



<PAGE>   28

                                 [QUAIL RUN MAP]

<PAGE>   29
                                      [MAP]

<PAGE>   30

                               COUNTRYWOOD VILLAGE

                               4803 NEW HOPE ROAD
                          RALEIGH, NORTH CAROLINA 27604
                                 (919) 876-4731

                               PHYSICAL INSPECTION



<PAGE>   31









                               COUNTRYWOOD VILLAGE

                           PROPERTY WAS BUILT IN 1972
                         DATE OF MAJOR RENOVATIONS: N/A
                              NUMBER OF UNITS: 384
  NUMBER OF BUILDINGS: 39 APARTMENT BUILDINGS WITH 10 INDEPENDENT FREE STANDING
 BUILDINGS (OFFICE, MAINTENANCE SHOP, LAUNDRY ROOM, PUMP ROOM AND 6 MAILROOMS)








                                                                               2

<PAGE>   32


ROOFS

The type roofing on this property consists of 3-tab 20 year composition on gable
roof structure except for clubhouse, which consists of asbestos roofing.
Clubhouse roofing is very deteriorated and in poor condition. Other than
clubhouse, overall property roofing is in fair condition with a life expectancy
of 5-8 years. Some building roofs throughout property are sagging. Attached
budget addresses only repairs to clubhouse roofing.

GUTTERS and DOWNSPOUTS

This property is equipped with gutters and downspouts on all of the buildings.
Gutters and downspouts appear to be adequate to the needs of the property.
Overall gutter system is in good condition and will require minor general
repairs.

HVAC 

The heating on this property is obtained by an electric heat strip system.
The cooling is obtained through a split system with 1 1/2 ton for one bedrooms
and 2 ton for two and three bedrooms. All condensing units are located on
concrete pads located next to buildings. The A/C coil is located in the air
handler unit in the interior ceiling of the individual units. Interior air
handler units appear to be in fair condition. There are outside disconnects on
all A/C units. Approximately 50% of the A/C units on property are original and
will require replacement in the next 2-5 years due to age and continual use in
hot and humid environment. Approximately 166 A/C units have been replaced in the
last 5 years with 72 of those units replaced last year.

PLUMBING

The domestic water supply in each unit is obtained by (50%) PVC and (50%) copper
pipe. The DWV system is ABS plastic pipe. Each unit is equipped with one 1/3
H.P. Whirlaway garbage disposal. There are 336 individual units that have
washer/dryer connections. All interior plumbing was copper and appeared to be in
good working condition. There are exterior gate shut-offs on the buildings.
Attached budget addresses minor plumbing repair and conversion of gate cut-offs
to ball cut-offs.

HOT WATER

Hot water on this property is obtained through electric 40-gallon hot water
heaters. Hot water heaters appear to be in fair condition. Maintenance
supervisor reported no deficiencies other than routine service at this time.





                                                                               3

<PAGE>   33


ELECTRICAL

Entire property is individually metered for electricity. Exterior wiring from
transformer to meters is aluminum. Exterior wiring from meter to interior
breaker panels is aluminum. Interior wiring in all individual units is aluminum.
Interior electrical supply is from a 125 AMP Square D breaker box. There was no
Ground Fault Interrupt circuits or outlets in the bathrooms or kitchens. Budget
addresses installation of GFI circuits in individual units.

No problems were reported with the electrical system and equipment and no major
problems to the outside electrical systems were noted on our inspection.
There are twenty-three transformers on this property, with no leaks visible.





                                                                               4

<PAGE>   34


                               EXTERIOR SURFACES

SIDING

The buildings on this property are standard wood framing with 50% unpainted
brick and 50% wood siding. Overall condition of siding is good with only minor
wood repair being required at this time. Property management stated that siding
on property was repaired and painted over the last 2 years.

STAIRWELLS

The exterior stairwells on this property are consisted of metal and concrete
stringers, lightweight concrete in metal pan treads and metal railing. Landings
are concrete and appear to be in fair condition. Condition of stairwells
throughout property is below average with numerous stairwells requiring paint
and minor repairs. Carpet on some stairwells is old, deteriorating and coming
loose resulting in possible trip hazards. Attached budget addresses repair,
paint and carpet replacement as needed throughout property.

BALCONIES

The second story balconies on this property consist of lightweight concrete in
metal pan with wood railing enclosure. First floor patios are concrete slab on
grade with no fence enclosures. Balconies are in good condition needing only
minor repair and paint.

FOUNDATIONS

All of the foundations for the buildings on this property consist of a grid
style monolithic concrete slab with integral piers. There was no obvious
evidence of foundation movement and there appeared to be no serious structural
problems to the property at this time. However, a structural engineering report
would be advised to assess any problems that would not be apparent with exterior
inspection.

CONCRETE SIDEWALKS

A substantial amount of sidewalks on the property have elevation changes, which
are trip hazards. Repairs, in the form of grinding the sidewalks and removing
certain sections of concrete should address any problem related to sidewalks.
Management has bid from local contractor to perform sidewalk repairs for
$12,000.00. Budget addresses general repairs as needed.

DRIVES AND PARKING LOTS

The drives and parking lots are asphalt. Numerous areas of drives and parking
lots will require repairs due to potholes and cracking. Budget addresses repairs
to areas in need of immediate attention.






                                                                               5

<PAGE>   35


WINDOWS

The windows on this property are single glazed, aluminum-framed windows. The
windows appear to be holding up properly and should continue to do so. No
problems were noted on the date of inspection.

EXTERIOR LIGHTING

The exterior lighting on this property is comprised of several fixture types and
styles. There are approximately 630 exterior light fixtures throughout property.
All exterior fixtures controlled by management are fluorescent and will not
require conversion. Some security lighting has been installed throughout
property in limited areas. Lighting appears to be insufficient and a lighting
survey is recommended in the interest of safety and avoiding liability problems.
Attached budget addresses augmentation of security lighting.

LANDSCAPING AND IRRIGATION

The landscaping on this property is in average condition. Property does not have
a sprinkler system on property. Some trees will have to be trimmed away from
buildings and several bare areas will need to be addressed with landscaping.
Approximately five trees need to be removed to prevent damage to buildings and
sidewalks. Landscaping repairs will require trimming trees, replanting shrubs
and augmentation of grass and sod.

DRAINAGE

On the date of our inspection there was no area with standing water on the
property. However, there were several areas where grading away from buildings
and a few low spots will have to be addressed. Majority of these problems should
be solved with proper grading from buildings, fill dirt and landscaping without
the need for the installation of additional drains or drain tile ("French
drain"). Drainage away from the foundations appears to be fair.

TERMITES

On the day of our inspection there was some minor evidence of termites or prior
termite activity. Manager advised that there has been some termite activity in
building 5111 this year. Property has termite contract with Dodson Pest Control
to keep termite activity to a minimum.

FENCING

This is not a limited access community. Property is surrounded by woods with
exterior wood and chain link fencing on perimeter. Fencing appears to be in good
condition. Management informed that majority of fencing is approximately one
year old.





                                                                               6

<PAGE>   36

PARKING

There are a total of 661 parking spaces on this property of which none are
covered parking. Six spaces are reserved for the handicapped. There appears to
be sufficient ADA access to the walkways and buildings from the parking lot. The
parking lots were resealed and restriped last month and appear to be in good
condition.

LIFE SUPPORT SYSTEMS

The one, two and three bedroom units are equipped with one smoke detector.
Smoke detectors are approximately 50% hard wired and 50% battery-operated.

No exterior fire alarms were noted at any (each) building. There are currently
no fire extinguishers located in any of the individual units throughout the
property. Attached budget allows for installation of fire extinguishers in the
breezeways throughout property.

There are seven fire hydrants on this property, but there were only two fire
hydrants on the street by the apartments, which could be used for emergencies.





                                                                               7



<PAGE>   37


                                    AMENITIES


SWIMMING POOL


There are two swimming pools located on this property. One pool is located by
office and the other pool is located by building 5011. The decking for all the
pools is concrete with an epoxy aggregate no-skid surface that appears to be in
fair condition. Management advised that repairs to pool decks last year was
poor. Bubbles in no-skid surface present possible liability problems. Certain
areas of decking will need to be resurfaced to address current condition. Pool's
lining, coping and tile work appear to be in good condition and require no
immediate repairs. Pool pumps and filter equipment appears to be functioning
normally at this time and should require only routine maintenance and service.

HOT TUB

There is no hot tub on this property.

TENNIS COURT

There are two tennis courts on this property located by the office. Tennis
courts have chain link fence enclosures and appear to be in adequate condition.

RACQUET BALL COURT

There are no racquet ball courts located on this property.

WEIGHT ROOM

There is no weight room on this property.

PLAYGROUND

There are two playgrounds on this property located by pool and building 4719.
The playgrounds appear to be in adequate condition.

SAND VOLLEYBALL

There are two sand volleyball courts on this property located by field. Sand
volleyball courts appear to be in adequate condition.





                                                                               8

<PAGE>   38

LAUNDRY ROOM

There is one laundry room on this property. The laundry room is in good
condition and has coin operated equipment owned and operated by a private
vendor. There are six washers and six gas fired dryers in laundry room.



















This report is the opinion of the author. It is based principally on
observations of the exterior of the building(s). No physical testing has been
done. Concealed defects, if any, have not been analyzed. The author is not
making any statements on the structural worthiness or integrity of the
building(s); rather the author is merely expressing a general opinion on the
type of repairs that may be needed based on generalized observations. No
warranty, guarantee or certification is given by this report. The attached
photographs or pictures are representations of the property and should be
independently evaluated by the recipient.






                                                                               9

<PAGE>   39

COUNTRYWIDE VILLAGE
4803 NEW HOPE RD. RALEIGH, NC

                                 EXTERIOR BUDGET

<TABLE>
<S>                        <C>                                        <C>
ROOFING                     REPLACE CLUB HOUSE                         $  25,000.00

GUTTERS & DOWNSPOUTS        GENERAL REPAIRS                            $   1,200.00

HVAC                        GOOD                                       $       --

PLUMBING                    REPLACE VALVE WITH BALL                    $   9,750.00

HOT WATER                   GOOD                                       $       --   

ELECTRICAL                  ADD GFI'S                                  $  23,020.00

SIDING\TRIM\FACIA\SOFFIT    GOOD                                       $       --   

EXTERIOR PAINT              GOOD                                       $       --   

STAIRWELLS                  GENERAL REPAIRS                            $   9,000.00

BALCONIES                   GENERAL REPAIRS                            $   1,200.00

FOUNDATIONS                 GOOD                                       $       --   

SIDEWALKS                   CUT OUT REPAIR                             $  12,000.00

DRIVES & PARKING LOT        CUT OUT & REPAIR                           $  18,000.00

WINDOWS                     GOOD                                       $       --   

EXTERIOR LIGHTING           ADD SECURITY LIGHTS                        $   6,650.00

LANDSCAPE & IRRIGATION      TREE TRIM, SOD, SHRUBS                     $  15,500.00

DRAINAGE                    GRADE AWAY FROM BLD.                       $   3,000.00

TERMITES                    GOOD                                       $       --   

PARKING                     GOOD                                       $       --   

LIFE SUPPORT SYSTEMS        ADD FIRE EXTINGUISHERS                     $   8,550.00

POOL                        REPAIR SKID ON DECK                        $   6,000.00

HOT TUB                     N/A                                        $       --   

FENCE                       GOOD                                       $       --
</TABLE>

<PAGE>   40


<TABLE>
<S>                         <C>                                       <C>
LAUNDRY ROOM                GOOD                                      $        --           
                                                                                      
TENNIS COURTS               GOOD                                      $        --           
                                                                                      
WEIGHT ROOM                 N/A                                       $        --           
                                                                                      
SANDVOLLEY BALL COURT       GOOD                                      $        --           
                                                                                      
PLAYGROUND                  GOOD                                      $        --           
                                                                      -------------
TOTAL BUDGET                                                          $  138,870.00    
                                                                      =============
</TABLE>





<PAGE>   41

                         COUNTRYWOOD VILLAGE APARTMENTS

<TABLE>
<S>                                               <C>
     OFFICE/MODEL

     1) MAHOGANY EX. DESK                         2  
     2) SWINTEC TYPEWRITER                        1  
     3) 2 DRAWER LAT. FILES                       6  
     4) EX. DESK CHAIRS                           2  
     5) MAHOGANY CLUB CHAIRS                      6  
     6) COMPUTER DESK                             1  
     7) COMPUTER PRINTER                          2  
     8) DESK SWIVEL CHAIRS                        5  
     9) LOVESEAT                                  2  
    10) ARM BACK CHAIR                            1  
    11) CONFERENCE TABLE                          1  
    12) CONFERENCE CHAIR                          7  
    13) MONROE RL-912 COPIER                      1  
    14) DESK W/TYPING WING                        3  
    15) SHARP UX-172 FAX MACHINE                  1  
    16) LONG COUCH                                1  
    17) END TABLE                                 3  
    18) COFFEE TABLE                              1  
    19) GLASS FIREPLACE SCREEN                    1  
    20) CEILING FAN                               2  
    21) TYPEWRITER                                2  
    22) PHONE                                     6  
    23) DINING ROOM SET                           2  
    24) WING BACK CHAIR                           3  
    25) REFRIGERATOR                              1  
    26) STOVE                                     1  
    27) MICROWAVE                                 1  
    28) DISHWASHER                                1  
                                                     
    MAINTENANCE SHOP                                 
                                                     
     1) VACUUM GAUGE                              1  
     2) RECOVERY UNIT                             2  
     3) RECOVERY TANK                             8  
     4) LEAK DETECTOR                             2  
     5) VACUUM PUMP                               2  
     6) SUPER TEMP-CHECK                          1  
     7) TORCH SET                                 2  
     8) HAND TRUCK                                2  
     9) RYOBI DRILL                               2  
    10) CHAIN SAW                                 2  
    11) ECHO BLOWER                               2  
    12) ATRO FRAME NAIL GUN                       1  
    13) RIDGID SEWER MACHINE                      1  
    14) ELL SEWER MACHINE                         1  
    15) NORTHERN PRESSURE WASHER                  1  
    16) 32' EXTENSION LADDERS                     2  
                                                  
</TABLE>




<PAGE>   42

<TABLE>
<S>                                               <C>
    17) 25 GAL WET/DRY VAC                        2 
    18) APPLIANCE DOLLY                           2 
    19) 28' EXTENSION LADDER                      2 
    20) CRAFTSMAN POWER HACK SAW                  1 
    21) 110 AMP 110 VOLT ARC WELDER               1 
    22) CUT-OFF SAW                               1 
    23) MIGHTER SAW                               1 
</TABLE>


    
    
    
    
    
    
<PAGE>   43

                              COUNTRYWOOD VILLAGE
                               RALEIGH, NC 27604


                                    [PHOTO]


1) SIGN IN FRONT


                                    [PHOTO]

2) 2 STORY STYLE

<PAGE>   44

                              COUNTRYWOOD VILLAGE
                               RALEIGH, NC 27604


                                    [PHOTO]


3) TENNIS COURTS


                                    [PHOTO]

4) TRIP HAZARD

<PAGE>   45

                              COUNTRYWOOD VILLAGE
                               RALEIGH, NC 27604


                                    [PHOTO]


5) TRANSFORMER


                                    [PHOTO]


6) AC UNITS


<PAGE>   46

                              COUNTRYWOOD VILLAGE
                               RALEIGH, NC 27604


                                    [PHOTO]


7) ELECTRICAL BOXES


                                    [PHOTO]


8) WATER HEATERS


<PAGE>   47

                              COUNTRYWOOD VILLAGE
                               RALEIGH, NC 27604


                                    [PHOTO]


9) INTERIOR PLUMBING


                                    [PHOTO]


10) WASHATERIA

<PAGE>   48

                              COUNTRYWOOD VILLAGE
                               RALEIGH, NC 27604


                                    [PHOTO]


11) SIDEWALK


                                    [PHOTO]


12) BALCONY

<PAGE>   49

                              COUNTRYWOOD VILLAGE
                               RALEIGH, NC 27604


                                    [PHOTO]


13) EXTERIOR LIGHTING


                                    [PHOTO]


14) LANDSCAPING

<PAGE>   50

                              COUNTRYWOOD VILLAGE
                               RALEIGH, NC 27604
                                  

                                    [PHOTO]


15) GUTTERS


                                    [PHOTO]


16) ROOF

<PAGE>   51

                              COUNTRYWOOD VILLAGE
                               RALEIGH, NC 27604


                                    [PHOTO]


17) SWIMMING POOL


                                    [PHOTO]


18) PLAYGROUND

<PAGE>   52

                              COUNTRYWOOD VILLAGE
                               RALEIGH, NC 27604


                                    [PHOTO]


19) STAIRWELL


                                    [PHOTO]


20) PARKING LOT

<PAGE>   53

                              COUNTRYWOOD VILLAGE
                               RALEIGH, NC 27604


                                    [PHOTO]


21) TREES TOO CLOSE TO BUILDING


                                    [PHOTO]


22) LANDSCAPING

<PAGE>   54

                              COUNTRYWOOD VILLAGE
                               RALEIGH, NC 27604


                                    [PHOTO]


23) PARKING LOT


                                    [PHOTO]


24) DRAINAGE


<PAGE>   55

COUNTRYWOOD VILLAGE
Apartments
- -----------------------
4803 New Hope Road
Raleigh, NC 27604
(919) 876-4731



                                  TRANSFORMERS


                                     [MAP]


A - Office & Clubhouse

B - Pools

C - Tennis Courts

D - Play Grounds

E - Maintenance Shop

F - Laundry room

G - Volleyball Courts

<PAGE>   56

COUNTRYWOOD VILLAGE
Apartments
- -----------------------
4803 New Hope Road
Raleigh, NC 27604
(919) 876-4731



                                  FIRE HYDRANTS


                                     [MAP]

A - Office & Clubhouse

B - Pools

C - Tennis Courts

D - Play Grounds

E - Maintenance Shop

F - Laundry Room

G - Volleyball Courts


<PAGE>   57
                             BAY MEADOWS APARTMENTS
                             7915 BAY MEADOWS CIRCLE
                              JACKSONVILLE, FLORIDA
                                 (904) 739-1013

                               PHYSICAL INSPECTION

<PAGE>   58








                             BAY MEADOWS APARTMENTS

                           PROPERTY WAS BUILT IN 1968.
                         DATE OF MAJOR RENOVATIONS: 1994
                              NUMBER OF UNITS: 904
  NUMBER OF BUILDINGS: 98 APARTMENT BUILDINGS WITH 7 INDEPENDENT FREE STANDING
  BUILDING (SWIM CLUB, CLUBHOUSE, GENERAL OFFICE, TENNIS CLUB, ANTIGUA OFFICE,
                   MEADOW VISTA OFFICE AND MAINTENANCE SHOP)





                                                                               2
<PAGE>   59

ROOFS

There are two types of roofing on this property. (1) "3-tab" composition
shingles on the gable roof structure and (2) modified bitumen on flat roof
structure. The flat roofs are in Meadow Vista section, general office and
maintenance shop for an approximate total of 20% for entire property. The
remaining sections have 3-tab composition gable roofing for remaining buildings
on property. Manager advised that majority of the buildings on property have
original roofing and are in need of replacement and repairs. Original roofs on
buildings are beginning to show signs of wear, tear and severe weathering.
Attached budget allows for replacement of those roofs that are in poor condition
and repair to other roofs as needed.

GUTTERS AND DOWNSPOUTS

The property is equipped with commercial grade gutters and downspouts only in
the Meadow Vista section. The remaining sections throughout the property do not
contain any type of gutter system. Gutters and downspouts do not appear to be
adequate to the needs of the property. Overall, gutter system is very limited
and does not meet property needs and will be addressed accordingly in the
attached budget.

HVAC

The heating on this property is obtained by an electric heat strip system. The
cooling is obtained through a split system with 1 1/2 ton for one-bedroom, 2
ton for two-bedroom, 3 ton for three-bedroom and 4 ton for four-bedrooms.
Sections Laguna, Casa and Building 301 in Meadow Vista have outside A/C units
mounted on the roof of the buildings. Antigua and Meadow Vista sections have
outside A/C units on concrete pads on the side of the buildings. The air handler
units are located in the utility closet in the interior of the individual units.
Interior air handler units appear to be in fair condition. There are outside
disconnects on the A/C units located in 10% of the Antigua section and 20% of
the Meadow Vista section. The remaining section's do not have outside
disconnects for the A/C units. Majority of units on property are original and
will require replacement in the next 3-5 years due to age and continual use in
hot and humid environment. Approximately 24% of the units have been replaced in
the last 5-10 years.

PLUMBING

The domestic water supply in each unit is obtained by 95% galvanized pipe and 5%
(PVC) plastic pipe. The DWV system is part iron and part ABS plastic pipe.
Laguna and Casa sections have eight ball exterior cut-offs. The Meadow Vista and
Antigua sections have two ball exterior cut-offs per building. There is an
average of one hose bib per building, for approximate total of 98 throughout
property. Each unit is equipped with one 1/3 H.P. Badger or Whirlaway garbage
disposal. Six hundred-four apartment units throughout property have interior
washer/dryer hook-ups. The interior plumbing system in the individual units of
Meadow Vista are copper and remaining sections have galvanized interior
plumbing. District manager and maintenance supervisor advised that they are
currently having problems with the interior galvanized plumbing. The galvanized
plumbing is old and beginning to corrode causing leak problems throughout the
interior of the individual units. Some plumbing repairs have been initiated in
the Casa section at a cost of $110,000.00 for two buildings. Attached budget
addresses plumbing problems that had not been resolved at time of inspection or
in present budget as per district manager and maintenance supervisor.





                                                                               3

<PAGE>   60


HOT WATER

Hot water on this property is obtained through electric "low boy" hot water
heaters that are located in the utility closet of the individual units. There
are 30-gallon units in every unit except the four-bedrooms, which contain 40-
gallon units. The average brand is RUDD and there were approximately 33 replaced
in the last year. Hot water heaters appear to be in fair condition and
maintenance supervisor stated there were no problems other than routine service
at this time. Budget addresses only routine service as needed.

ELECTRICAL

Electrical is individually metered per unit for entire property. Exterior and
interior wiring is all aluminum. Interior electrical supply observed was from an
ITE 150 AMP breaker box. There were no Ground Fault Interrupt circuits in the
bathrooms or kitchens we inspected. Nor were there GFI breakers in the breaker
panels. Maintenance supervisor stated there were no GFI in any units throughout
property and they have recently had problems with busses burning out in the
interior breaker panels. Approximately 6-8 breaker panels have had to be
replaced in the last year due to bus connector problems. Attached budget allows
for installing of one GFI per unit and general repair to breaker panels as
needed.

No other problems were reported with the electrical system and equipment and no
major problems to the outside electrical systems were noted on our inspection.
There are 74 transformers on this property, with some rust and corrosion visible
on a few transformers.





                                                                               4




<PAGE>   61

                               EXTERIOR SURFACES

SIDING

The siding of this property is 50% wood and 50% stucco in sections Lagunae,
Casa and Meadow Vista. Antigua has 50% vinyl siding and 50% stucco. Meadow
Vista had extensive wood replacement and painting in 1997. Laguna and Casa
have problems with wood siding and stucco. Wood and stucco siding is old and
beginning to crack, delaminate and rot in areas. Antigua is also having
problems with rotten wood throughout areas covered by vinyl siding. Several
areas throughout sections Laguna, Casa and Antigua will need to be addressed
with wood replacement, stucco repairs and painting.

STAIRWELLS

The exterior stairs on this property are consisted of several types and
designs. Meadow Vista and Antigua sections have stairwells with metal
stringers and metal pans with lightweight concrete for the treads. Casa and
Laguna sections have stairwells with wood stringers and wood treads. The
Casa section also has five stairwells that are block wall with concrete
formed steps. Four of the formed stairwells in Casa section are beginning to
collapse due to water erosion and fill dirt washout. The stairwells show
severe cracking in the formed steps, block walls and in areas connecting to
buildings. District manager stated that one of the five formed stairwells
collapsed last year and was rebuilt at a cost of approximately $75,000. The
remaining four formed stairwells are in poor condition and will require
immediate attention so as to limit any liability exposure from possible
collapse. Landings throughout property are a mix between wood and concrete.
A few of the metal stairwells on the property are rusted and pulling away
from buildings requiring some repair. The wood stairwells are in fair
condition and will need some repair and tread replacement. Budget addresses
problems with formed stairwells and repairs to wood and metal stairwells as
needed.

BALCONIES

The balconies on this property consist of standard wood framing with a metal
into, which has been poured lightweight concrete. Second floor balconies are
surrounded by both wood and wrought iron railing enclosures. First floor
patios are on concrete slab on grade with both wood and wrought iron rail
enclosures. District manager and maintenance supervisor stated that eight
balconies were recently rebuilt in the Meadow Vista section for a cost of
around $28,000.00. Meadow Vista section appears to have the most visible
problems with balconies. Some of the balconies are beginning to pull away
from buildings. The metal railing is starting to rust and the wood
enclosures are starting to rot and delaminate. Area supervisor advised us
that some of the balconies and patio enclosures were addressed last year.
Some repair and replacement will be required in the Meadow Vista section.
The remaining sections are in fair condition and will need only minor
consideration.





                                                                               5

<PAGE>   62


FOUNDATIONS

All of the foundations for the buildings on this property consist of a grid
style monolithic concrete slab with integral grade beams. Property manager and
maintenance supervisor stated that Meadow Vista and Antigua sections have some
buildings that may have foundation problems related to the drainage system.
District manager believes drainage washed out fill dirt resulting in possible
foundation problems with around 7 buildings. There was some minor evidence of
foundation movement, which may cause structural problems at a later date. A
structural engineering report is advised to assess any problems that are not
apparent with exterior inspection.

CONCRETE SIDEWALKS

The sidewalks throughout this property consist of concrete and are in fair
condition. Areas throughout sections Meadow Vista, Laguna, Casa and Antigua have
elevation changes, which are trip hazards. Repairs, in the form of grinding the
sidewalks and removing certain sections of concrete should address any problems
related to sidewalks. Approximately 630 trip hazards were observed and will need
to be addressed.

DRIVES AND PARKING LOTS

The drives and parking lots are asphalt. Several areas of asphalt in sections
Meadow Vista and Antigua will have to be repaired. Drives and parking lots in
these sections are currently in only fair condition and will need to be
repaired, resealed and restriped. Laguna and Casa sections were overlayed in
1996 with Casa being resealed in 1997 and Laguna being resealed in January of
1998.

WINDOWS

The windows on this property are single glazed, double-hung, aluminum framed
windows. The windows appear to be holding up properly and should continue to do
so. No problems were noted on the date of our inspection.

EXTERIOR LIGHTING

The exterior lighting on this property is comprised of several fixture types and
styles. Majority of exterior lighting is incandescent and will need to be
converted to fluorescent so as to optimize savings on both electricity and
maintenance. Management advised they have 26 security lights mounted on poles
controlled by Jacksonville Electric throughout but there are still numerous
areas that have inadequate lighting. Some High-pressure sodium security lighting
should be installed in areas. Lighting appears to be insufficient and a lighting
survey is recommended in the interest of safety and avoiding liability problems.





                                                                               6

<PAGE>   63


LANDSCAPING AND IRRIGATION

The landscaping on this property is in fair condition. Property does have a
limited sprinkler system by the general office and a landscaping contractor
(Green Tree), who comes in once a week to attend the grounds. Some trees are to
close to buildings and will have to be trimmed to prevent any possible damage to
plumbing, foundation and sidewalks. Several areas throughout property are in
need of grass, scrubs and overall landscaping to improve current condition.
Rip-rap retaining walls along lake fronts in Casa and Meadow Vista sections are
collapsing and will require immediate attention to prevent erosion of ground
between lake and apartment buildings. Fill dirt will have to be brought in and
approximately 2100 lf of rip-rap retaining wall will have to be rebuilt.

DRAINAGE

On the date of our inspection there was no area with standing water on the
property. However, there were several areas where grading away from buildings
will have to be addressed. Management stated that they are having serious
problems with their drainage system due to pipes collapsing and being clogged.
Tree roots and overall deterioration has damaged drainage system. Drainage
system will have to be dug up repaired, replaced and unclogged in numerous
areas. Some of these problems should be solved with proper grading from
buildings, landscaping and the installation of additional drains or drain tile
("French drain"). Drainage away from the foundations appears to be fair.

TERMITES

On the day of our inspection there was no evidence of termites or prior termite
activity noted. Manager advises us that no termite activity has been noted in
the last eight months and that the property has an annual contract with a pest
extermination service (Florida Pest Management) which keeps any termite activity
to a minimum.

FENCING

This is not a limited access community. There are two types of fencing on the
property a 6ft wood privacy and 4ft chain link fence. Majority of the fencing is
located in the Antigua section of the property. The wood privacy fence in
Antigua is in need of repairs throughout the 3/10 of a mile line of fencing. The
wood fence is showing signs of wear and tear and is missing boards throughout.

PARKING

There are a total of 1942 parking spaces on this property, which none are
covered. Twenty-two spaces are reserved for the handicapped. There appears to be
insufficient ADA access to the walkways and buildings from the parking lot with
only six ramps available. The parking lots will need to be restriped after
repairs to the asphalt are completed in the Meadow Vista and Antigua sections.





                                                                               7

<PAGE>   64


LIFE SUPPORT SYSTEMS

The one and two bedrooms are equipped with one battery-operated smoke detector
and the three and four bedrooms are equipped with two of the same type
detectors. Each individual unit has one fire extinguisher under the kitchen
sink.

No exterior fire alarms were noted at any (each) building. Property manager
advised she felt property had adequate life support systems.

There are thirteen fire hydrants on this property, and three fire hydrants on
the street by the apartments, which could be used in case of emergencies.






                                                                               8
<PAGE>   65

                                   AMENITIES


SWIMMING POOL


There are eight swimming pools on this property - none of which are heated. The
property is split into four sections with every section having two pools except
for Casa, which only has one pool and a super pool by general office. The
decking for all the pools is concrete with a cool seal surface and appears to be
in below average condition for all pools except for the super pool by general
office. The pools all have marsite lining that appears to be in need of repairs
except for super pool by general office. Pools located in sections Meadow Vista,
Laguna, Casa and Antigua all need repairs to tile-work, coping, lining and
surrounding fence. Pool pumps and filter equipment appears to be in fair
condition and will require some repairs. Super pool by general office will need
extensive repairs to pool equipment due to age and wear and tear.

HOT TUB

There is one hot tub on this property that is heated by an electric system. The
hot tub lining and decking is showing wear, tear and cracks. The plumbing is not
functioning correctly and is leaking. Overall condition of hot tub is below
average and will require repairs.

TENNIS COURT

There are sixteen tennis courts on this property. Fourteen courts are clay
surface and the other two are concrete. Two of the courts will require
resurfacing. The pole lighting around the courts is in poor condition with poles
being rusted through and light fixtures being broken. Attached budget addresses
condition of two courts and replacement of damaged poles and light fixtures.

WEIGHT ROOM

There is one weight room on this property. The weight room is in fair condition.

PLAYGROUND

There is one playground on this property in the Meadow Vista section. The
playground is in fair condition with no immediate problems.

SAND VOLLEYBALL

There is one sand volleyball court on this property located in the Meadow Vista
section. The volleyball court is sand based with PVC border. Overall condition
of court is good.




                                                                               9

<PAGE>   66


LAUNDRY ROOM

Nine laundry rooms are located throughout this property. There are a total of 45
washers and 27 gas fired dryers inside the nine laundry rooms. The laundry rooms
are in average condition and have coin operated equipment owned and operated by
a private vendor (Coinmach) who pays the property a share of the revenue. It is
our understanding that not only does the machine vendor maintain their equipment
but that they will also pay for periodic maintenance and remodeling of the
laundry rooms. This should be verified with the vendor.

CAR WASH

There are two car wash areas on the property. The areas each have one vacuum and
one wash unit. The condition of the car wash area is good.

ROLLER HOCKEY COURT

There is one roller hockey court located on the property by the general office.
The court appears to be in good condition.

BASEBALL FIELD

The baseball field is located in the back of the Meadow Vista section. The field
looks to have been neglected over the last 2-4 years resulting in a very poor
condition. The fencing is rusted and coming down, the wood seating is rotted and
the support bracing for the seating is rusted. Seating and fencing would have to
be replaced to rectify overall poor condition of field.





This report is the opinion of the author. It is based principally on
observations of the exterior of the building(s). No physical testing has been
done. Concealed defects, if any, have not been analyzed. The author is not
making any statements on the structural worthiness or integrity of the
building(s), rather the author is merely expressing a general opinion on the
type of repairs that may be needed based on generalized observations. No
warranty, guarantee, or certification is given by this report. The attached
photographs or pictures are representations of the property and should be
independently evaluated by the recipient.




                                                                              10

<PAGE>   67

BAY MEADOWS
- -----------
7915 Bay Meadows Circle east



                                EXTERIOR BUDGET:

<TABLE>
<S>                             <C>                                                           <C>           
ROOFING                         Repair and replace as needed                                  $   415,000.00

GUTTERS & DOWNSPOUTS            Repairs and augment existing quantity                         $    90,400.00

HVAC                            Install outside disconnects                                   $    33,820.00

PLUMBING                        Extensive repairs to galvanized interior plumbing             $ 1,409,000.00

HOT WATER                       Service and maintenance                                       $     1,285.00

ELECTRICAL                      Install GFI and repair breaker panels as needed               $    56,194.80

SIDING/TRIM/FACIA/SOFFITS       Repair wood and stucco as needed                              $   143,000.00

EXTERIOR PAINT                  Paint as needed                                               $   119,000.00

STAIRWELLS                      Replace formed stairwells and repair remaining                $   323,000.00

BALCONIES                       Repair as needed                                              $    12,560.00

FOUNDATIONS                     Recommend engineering report                                  $     3,500.00

SIDEWALKS                       Replacement and repair                                        $    13,200.00

DRIVES & PARKING LOT            Repair & restripe                                             $   165,800.00

WINDOWS                         Repair as needed                                              $     1,200.00

EXTERIOR LIGHTING               Convert to fluorescent and enhance security                   $    27,127.90

LANDSCAPE & IRRIGATION          Repair as needed throughout 100 acre property                 $   347,000.00

DRAINAGE                        Washout, grading and repair rip-rap wall                      $   201,750.00

TERMITES                        none                                                          $         0.00

PARKING                         Add ADA ramp access                                           $     3,285.00

LIFE SUPPORT SYSTEMS            Service                                                       $     1,225.00

POOL                            Extensive repair to pools and pool fencing                    $   185,990.00

HOT TUB                         Repair hot tub and plumbing                                   $    14,500.00

FENCE                           Replace, repair and paint as needed                           $    44,220.00

RACQUETBALL COURT               Repair, paint and rescreen                                    $    15,000.00

TENNIS COURT                    Resurface two. replace lighting and repair fixtures           $    22,300.00

BASEBALL FIELD                  Replace wood seating and fencing                              $     7,850.00
</TABLE>

<PAGE>   68



<TABLE>
<S>                             <C>                                                          <C>
ROLLER HOCKEY COURT             Good condition                                                $         0.00
                                                                                                              
LAUNDRY ROOM                    Good condition                                                $         0.00
                                                                                                              
SAND VOLLEYBALL COURT           Good condition                                                $         0.00
                                                                                              --------------
Total Budget:                                                                                 $ 3,657,207.70
                                                                                              ==============
</TABLE>


<PAGE>   69


                             BAY MEADOWS APARTMENTS
                    7915 BAY MEADOWS CIRCLE JACKSONVILLE, FL.

INVENTORY

<TABLE>
<S>                                          <C>
1) GLIDDEN PRESSURE WASHER                   1 
2) WHIRLPOOL DEHUMIDIFIER                    1 
3) TEEL DIAPHRAM PUMP                        1 
4) SHOP VAC                                  1 
5) AIR COMPRESSOR                            1 
6) GRINDER                                   1 
7) KEY MACHINE                               1 
8) FREON RECOVERY MACHINE                    3 
9) FREON RECOVERY TANKS                      9 
10) PIPE THREADER                            1 
11) HIGH VAC PUMP                            2 
12) OXY/ACT TORCH                            1 
13) EZ GO GOLF CART                          2 
14) DESKS                                    3 
15) CHAIRS                                   4 
16) COMPUTER DESK                            1 
17) TWO WAY MOTOROLLA RADIO                  17
18) RIGID SEWER MACHINE                      4 
19) MILLWAUKEE DRILL SNAKE                   1 
20) MILLWAUKEE SAWZALL                       1 
21) BOSCH JACK HAMMER                        2 
22) PAINT COMPRESSOR                         1 
23) STREET SAW DM50                          1 
24) STEAMX MACHINE                           1 
25) TILE REMOVER                             1 
26) HOOVER VACUUM                            1 
27) WEEDEATER BLOWERS                        1 
28) CRAFTSMAN TABLE SAW                      1 
29) HONDA GENERATOR                          1 
30) HAND TRUCK                               2 
31) AIRLESS PAINT                            1 
32) SIMPSON PRESSURE WASHER                  2 
33) LADDER                                   4 
34) BENCH VISE                               1 
35) COMPUTER MITAC                           7 
36) TYPEWRITER                               1 
37) UNISONIC CALCULATOR                      1 
38) HEWLETT PACKARD FAX MACHINE              1 
39) TI CALCULATOR                            1 
40) RELISYS MONITOR                          6 
41) HEWLETT PACKARD PRINTER 520              2 
42) HEWLETT PACKARD PRINTER 600              3 
43) HEWLETT PACKARD LASER                    1 
44) PAPER CUTTER                             1 
45) CHAIRS (MISC.)                           21
46) DESK                                     9 
47) CHAIRS (BLUE)                            2 
                                             
</TABLE>

<PAGE>   70








<TABLE>
<S>                                          <C>
48) SOFA TABLE                               1
49) FILE CABINET                             9
50) EZ GO GOLF CART W/CHARGER                3
</TABLE>

<PAGE>   71

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


1) SIGN AT ENTRANCE

                                    [PHOTO]


2) SIGN AT ENTRANCE

<PAGE>   72

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


3) TWO STORY STYLE BUILDING

                                    [PHOTO]


4) 1 OF 4 SECTIONS

<PAGE>   73

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                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


5) 2 OF 4 SECTIONS

                                    [PHOTO]


6) 3 OF 4 SECTIONS

<PAGE>   74

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


7) 4 OF 4 SECTIONS

                                    [PHOTO]


8) SIDING

<PAGE>   75

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


9) STAIRWELLS

                                    [PHOTO]


10) STAIRWELL

<PAGE>   76

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


11) SIDING

                                    [PHOTO]


12) SIDING

<PAGE>   77

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


13) TRANSFORMER/FIRE HYDRANT

                                    [PHOTO]


14) TRIP HAZARD

<PAGE>   78

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


15) BALCONIES

                                    [PHOTO]


16) TRANSFORMER

<PAGE>   79

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


17) TRANSFORMER

                                    [PHOTO]


18) AIR HANDLER

<PAGE>   80

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


19) ELECTRIC BOX

                                    [PHOTO]


20) METER BOXES

<PAGE>   81
                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


21) HANDICAPPED PARKING

                                    [PHOTO]


22) PARKING LOT

<PAGE>   82

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


23) TREES TOO CLOSE TO BUILDING

                                    [PHOTO]


24) TREES TOO CLOSE TO BUILDING

<PAGE>   83

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


25) A/C UNITS

                                    [PHOTO]


26) METER BOXES

<PAGE>   84

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


27) EXTERIOR LIGHTING

                                    [PHOTO]


28) BALCONY

<PAGE>   85

                            BAY MEADOWS APARTMENTS
                            JACKSONVILLE, FLORIDA



                                    [PHOTO]


29) STAIRWELL

                                    [PHOTO]


30) SIDING

<PAGE>   86

                            BAY MEADOWS APARTMENTS
                            JACKSONVILLE, FLORIDA



                                    [PHOTO]


31) DRAINAGE CONDITION

                                    [PHOTO]


32) DRAINAGE CONDITION

<PAGE>   87
                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


33) GRADING

                                    [PHOTO]


34) WASHATERIA

<PAGE>   88

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


35) CAR WASH

                                    [PHOTO]


36) MAINTENANCE SHOP

<PAGE>   89

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


37) TENNIS COURTS

                                    [PHOTO]


38) TENNIS COURTS

<PAGE>   90

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


39) FENCE AT TENNIS COURTS

                                    [PHOTO]


40) TENNIS COURT LIGHTING

<PAGE>   91

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


41) PLAYGROUND

                                    [PHOTO]


42) LANDSCAPING

<PAGE>   92

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


43) LANDSCAPING

                                    [PHOTO]


44) SWIMMING POOL

<PAGE>   93

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


45) SWIMMING DECK

                                    [PHOTO]


46) SWIMMING POOL

<PAGE>   94

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


47) VOLLEYBALL COURTS

                                    [PHOTO]


48) EXERCISE ROOM

<PAGE>   95

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


49) SWIMMING POOL

                                    [PHOTO]


50) BASEBALL FIELD

<PAGE>   96

                            BAY MEADOWS APARTMENTS
                            JACKSONVILLE, FLORIDA



                                    [PHOTO]


51) SIDING

                                    [PHOTO]


52) INTERIOR PLUMBING

<PAGE>   97

                             BAY MEADOWS APARTMENTS
                             JACKSONVILLE, FLORIDA



                                    [PHOTO]


53) WATER HEATER

                                    [PHOTO]


54) PARKING LOT


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