FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [Fee Required]
For the fiscal year ended November 30, 1995
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-11574
SHELTER PROPERTIES V LIMITED PARTNERSHIP
(Name of small business issuer in its charter)
South Carolina 57-0721855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $12,484,167
State the aggregate market value of the voting partnership interests by non-
affiliates computed by reference to the price at which the partnership interests
were sold, or the average bid and asked prices of such partnership interests, as
of a specified date within the past 60 days. $13,778,450
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Prospectus of Registrant dated May 27, 1983 (included in
Registration Statement, No.2-81308, of Registrant) are incorporated by reference
into Parts I and III.
PART I
Item 1. Description of Business
Shelter Properties V Limited Partnership (the "Registrant" or the
"Partnership") is engaged in the business of acquiring, operating and holding
real properties for investment. The Registrant acquired eight existing apartment
properties during 1983 and 1984 and has been operating such properties since
that time with the exception of Greenspoint Apartments, which the Partnership
permitted a lender to foreclose upon on November 1, 1988.
Commencing May 27, 1983, the Registrant offered through E. F. Hutton &
Company Inc. ("Hutton") up to 99,900 Units of Limited Partnership Interest (the
"Units") at a purchase price of $1,000 per Unit with a minimum purchase of 5
Units ($5,000), or 2 Units ($2,000) for an Individual Retirement Account. An
additional 100 Units were purchased by the Corporate General Partner. Limited
partners are not required to make any additional capital contributions.
The Units were registered under the Securities Act of 1933 via
Registration Statement No. 2-81308 (the "Registration Statement"). Reference is
made to the Prospectus of Registrant dated May 27, 1983 (the "Prospectus")
contained in said Registration Statement, which is incorporated herein by
reference thereto.
The offering terminated on December 8, 1983. Upon termination of the
offering, the Registrant had accepted subscriptions for 52,538 Units, including
100 Units purchased by the Corporate General Partner, for an aggregate of
$52,538,000. Unsold Units (numbering 47,462) were deregistered pursuant to Post
Effective Amendment No. 3 to the Registration Statement filed with the
Securities and Exchange Commission on December 21, 1983. The Registrant invested
approximately $38,900,000 of such proceeds in eight existing apartment
properties and thereby completed its acquisition program in January 1984 at
approximately the expenditure level estimated in the Prospectus. Funds not
expended because they are held as reserves have been invested by the Registrant,
in accordance with the policy described in the Prospectus, in U. S. Government
securities or other highly liquid, short-term investments where there is
appropriate safety of principal.
A further description of the Partnership's business is included in
Management's Discussion and Analysis or Plan of Operation included in Item 6 of
this Form 10-KSB.
The Registrant has no employees. Management and administrative services
are performed by Shelter Realty V Corporation, the Corporate General Partner,
and by Insignia Management Group, L.P., an affiliate of Insignia Financial
Group, Inc. ("Insignia"), the ultimate parent company of the Corporate General
Partner. Pursuant to a management agreement between them, Insignia Management
Group, L.P. provides property management services to the Registrant.
The real estate business in which the Partnership is engaged is highly
competitive and the Partnership is not a significant factor in this industry.
The Registrant's property is subject to competition from similar properties in
the vicinity in which the property is located. In addition, various limited
partnerships have been formed by the General Partners and/or their affiliates to
engage in business which may be competitive with the Registrant.
Item 2. Description of Properties
The following table sets forth the Registrant's investments in properties:
Date of
Property Purchase Type of Ownership Use
Foxfire Apartments 07/19/83 Fee ownership, subject Apartment
Atlanta, Georgia to first mortgage. 266 units
Old Salem Apartments 08/25/83 Fee ownership, subject Apartment
Charlottesville, Virginia to first mortgage. 364 units
Woodland Village Apartments 09/01/83 Fee ownership, subject Apartment
Columbia, South Carolina to first and second 308 units
mortgages.
Lake Johnson Mews Apartments 09/30/83 Fee ownership, subject Apartment
Raleigh, North Carolina to first mortgage. 201 units
The Lexington Apartments 10/31/83 Fee ownership, subject Apartment
(Formerly Lexington Green) to first and second 267 units
Sarasota, Florida mortgages.
Millhopper Village Apartments 11/22/83 Fee ownership, subject Apartment
Gainesville, Florida to first mortgage. 136 units
Tar River Estates 01/18/84 Fee ownership, subject Apartment
Greenville, North Carolina to first and second 402 units
mortgages.
Schedule of Properties:
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Foxfire Apts. $10,176,799 $ 5,242,494 5-29 yrs S/L $ 2,499,158
Old Salem Apts. 15,409,432 7,352,141 5-28 yrs S/L 3,630,313
Woodland Village Apts. 11,512,908 5,507,744 5-30 yrs S/L 2,736,742
Lake Johnson Mews Apts. 7,998,410 3,590,370 5-30 yrs S/L 2,165,541
The Lexington Apts. 9,550,806 3,899,213 5-34 yrs S/L 3,254,587
Millhopper Village Apts. 5,419,666 2,589,627 5-29 yrs S/L 1,343,640
Tar River Estates 12,772,178 6,232,995 5-27 yrs S/L 3,150,851
$72,840,199 $34,414,584 $18,780,832
<FN>
See Note A to the financial statements in Item 7 for a description of
Partnership's depreciation policy.
</FN>
</TABLE>
Schedule of Mortgages:
<TABLE>
<CAPTION>
Principal Principal
Balance At Stated Balance
November 30, Interest Period Maturity Due At
Property 1995 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Foxfire
1st Mortgage $ 4,866,017 7.50% (1) 02/01/99 $4,594,828
Old Salem
1st Mortgage 6,721,872 10.375% (2) 12/10/16 64,592
Woodland Village
1st Mortgage 2,329,248 9.50% (3) 01/01/97 2,264,698
2nd Mortgage 695,442 8.88% (4) 03/01/99 --
Lake Johnson Mews
1st Mortgage 4,134,432 9.375% (5) 06/01/97 3,893,758
The Lexington
1st Mortgage 3,712,865 7.60% (6) 11/15/02 2,869,663
2nd Mortgage 122,528 7.60% none 11/15/02 122,528
Millhopper Village
1st Mortgage 1,600,000 (7) none 06/10/01 1,600,000
Tar River Estates
1st Mortgage 5,129,584 7.60% (6) 11/15/02 3,964,527
2nd Mortgage 169,282 7.60% none 11/15/02 169,282
29,481,270
Less unamortized
discounts (504,591)
$28,976,679
<FN>
(1) The principal balance is being amortized over 25 years with a balloon
payment due February 1, 1999.
(2) The principal balance is being amortized over 300 months.
(3) The principal balance and discount are being amortized over 300 months with
a balloon payment due January 1, 1997.
(4) The principal balance is being amortized over 178 months.
(5) The principal balance is being amortized over 264 months with a balloon
payment due June 1, 1997.
(6) The principal balance is being amortized over 257 months with a balloon
payment due November 15, 2002.
(7) The interest rate is variable from 7.5% - 9.5%.
</FN>
</TABLE>
On January 31, 1994, the Partnership refinanced the mortgage encumbering
Foxfire Apartments. The refinancing replaced indebtedness on Foxfire in the
amount of $4,993,610 of which $4,952,345 was principal and $41,265 was
interest. The refinancing replaced the aforementioned indebtedness which
carried a stated interest rate of 9.75% and had a maturity date of April 1,
1994. The new mortgage indebtedness of $5,000,000, which carries a stated
interest rate of 7.5%, is amortized over 25 years with a balloon payment due on
February 1, 1999. Total capitalized loan costs incurred were $81,565 and are
being amortized over the life of the loan.
In addition, in May 1994, the Partnership paid off the second mortgage
balance of $349,365 on Millhopper Village which had a maturity date of February
15, 2002. The Partnership used available funds on hand to pay off the debt. In
connection with this pay-off, the partnership recorded an extraordinary loss of
$30,785.
Average annual rental rate and occupancy for 1995 and 1994 for each
property:
<TABLE>
<CAPTION>
Average Annual Average Annual
Rental Rates Occupancy
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Foxfire $6,392 $6,031 96% 96%
Old Salem 6,978 6,839 88 91
Woodland Village 6,466 6,320 95 96
Lake Johnson Mews 6,999 6,489 97 97
The Lexington 7,133 6,931 94 91
Millhopper Village 7,089 6,810 98 98
Tar River Estates 5,645 5,517 89 90
</TABLE>
The Corporate General Partner attributes the increase in occupancy at The
Lexington Apartments to an increase in population in the area and a change in
management at the property. The increase in population is due to the continuing
trend of people moving to Florida from other areas of the country due to the
climate and economic factors. The decrease in occupancy at Old Salem is due to
the property starting to bill utilities to the tenants. The Corporate General
Partner believes occupancy will improve with the new tenants who will be willing
to pay utilities in the near future.
As noted under Item 1. "Description of Business", the real estate industry
is highly competitive. All of the properties of the partnership are subject to
competition from other residential apartment complexes in the area. The
Corporate General Partner believes that all of the properties are adequately
insured. The multifamily residential properties' lease terms are for one year
or less. No residential tenant leases 10% or more of the available rental
space.
Real estate taxes and rates in 1995 for each property were:
1995 1995
Billing Rate
Foxfire $114,491* 4.15
Old Salem 85,000* .72
Woodland Village 148,874* 3.05
Lake Johnson Mews 65,313* 1.23
The Lexington 148,723* 2.23
Millhopper Village 84,366* 2.76
Tar River Estates 135,048* 1.48
*Due to this property having a fiscal year different than the real estate tax
year, tax expense does not agree to the 1995 billing.
Item 3. Legal Proceedings
The general partner responsible for management of the Partnership's business
is Shelter Realty V Corporation, a South Carolina corporation (the "Corporate
General Partner"). The only other general partner of the Partnership, N. Barton
Tuck, Jr., is effectively prohibited by the Partnership's partnership agreement
(the "Partnership Agreement") from participating in the management of the
Partnership. The Corporate General Partner is an indirect subsidiary of
Insignia Financial Group, Inc. ("Insignia"). The directors and officers of the
Corporate General Partner also serve as executive officers of Insignia.
The Corporate General Partner owns 100 Limited Partnership Units ("Units").
On May 27, 1995, an affiliate of the Corporate General Partner (the "Affiliated
Purchaser") acquired 13,171 Units at a price of $350.00 per Unit pursuant to a
tender offer (the "Affiliate Offer") described below. The Corporate General
Partner and the Affiliated Purchaser are, therefore, entitled to participate in
cash distributions made by the Partnership to its Unit holders. The Partnership
made a distribution to the Unit holders during the first quarter of 1995. The
Corporate General Partner presently expects that the Partnership will seek to
make distributions in the future. The Corporate General Partner is also
entitled to certain cash distributions in respect of its general partner
interest.
As a result of the Affiliated Purchaser's acquisition of 25.07% of the
outstanding Units, the Affiliated Purchaser, an affiliate of the Corporate
General Partner and Insignia, may be in a position to significantly influence
any vote of the Unit holders. The Partnership has paid Insignia Management
Group, L.P. ("IMG"), an affiliate of the Corporate General Partner, property
management fees equal to 5% of the Partnership's apartment revenues for property
management services in each of the periods ended November 30, 1994 and 1995,
pursuant to property management agreements. Property management fees paid to
IMG amounted to $592,076 and $614,669, respectively, for the years ended
November 30, 1994 and 1995. Insignia and its affiliates do not receive any fees
from the Partnership for the asset management or partnership administration
services they provide, although Insignia and its affiliates are reimbursed by
the Partnership for the expenses they incur in connection with providing those
services. The Partnership Agreement also provides for reimbursement to the
Corporate General Partner and its affiliates for costs incurred in connection
with administration of the Partnership's activities. Pursuant to these
provisions and in addition to the property management fees referred to above,
the Partnership paid the Corporate General Partner and its affiliates (including
the reimbursements to Insignia and its affiliates in connection with asset
management and partnership administration services) an aggregate of $177,522 and
$199,968, respectively, for the years ended November 30, 1994 and 1995. In
addition, at various times during the past two fiscal years an affiliate of
Insignia has held a promissory note or preferred stock issued by an unaffiliated
company that provides insurance brokerage services to the Partnership.
The terms of the Affiliated Purchaser's financing of the Affiliate Offer may
result in future potential conflicts of interest. The Affiliated Purchaser paid
for the Units it purchased pursuant to the Affiliate Offer with funds provided
by Insignia, and Insignia, in turn, obtained these funds from its working
capital. It is possible, however, that in connection with its future financing
activities, Insignia may cause or request the Affiliated Purchaser to pledge its
Units as collateral for loans, or otherwise agree to terms which provide
Insignia and the Affiliated Purchaser with incentives to generate substantial
near-term cash flow from the Affiliated Purchaser's investment in the Units. In
such a situation, the Corporate General Partner may experience a conflict of
interest in seeking to reconcile the best interests of the Partnership with the
need of its affiliates for cash flow from the Partnership's activities.
On April 27, 1995, the Affiliated Purchaser commenced the Affiliate Offer
for up to 30% of the Units at a price of $350.00 per Unit. The Affiliate Offer
expired on May 26, 1995. On May 27, 1995, an affiliate of the Corporate General
Partner, the Affiliated Purchaser, acquired 13,171 Units at a price of $350.00
per Unit pursuant to the Affiliate Offer. During the Affiliate Offer, Carl C.
Icahn and certain of his associates contacted Insignia about pursuing a variety
of possible transactions on a joint venture basis. During those discussions,
representatives of Insignia advised Mr. Icahn and his representatives that
Insignia did not wish to discourage or prevent any transaction which would
produce additional value for Unit holders. During those conversations, Mr.
Icahn and his representatives expressed a desire to make an equity investment in
the Affiliated Purchaser with a view to sharing in the economic benefits, if
any, to be derived by the Affiliated Purchaser from the Affiliate Offer. The
representatives of Insignia declined to agree to such an arrangement.
Following those discussions, at approximately 6:45 p.m. on Monday, May 22,
1995, the Corporate General Partner received a letter from High River ("High
River") which stated that High River was commencing, by public announcement, a
cash tender offer for up to approximately 30% of the outstanding Units at a
price of $402.50 per Unit (the "High River Offer"). High River sent similar
letters to the Insignia affiliated corporate general partners of five other
limited partnerships. On May 23, 1995, Insignia issued a press release which
announced receipt of the letters.
From 12:00 noon on Tuesday, May 23 through late in the evening of Wednesday,
May 24, the Affiliated Purchaser, Insignia, and High River and their respective
counsel had a series of meetings and telephone conversations to explore a
possible joint venture relationship with respect to various real estate related
investment opportunities, including the Affiliate Offer. Representatives of
High River terminated the discussions. No agreement was reached with respect to
the Affiliated Offer or any other matter.
On the afternoon of Thursday, May 25, 1995, the Corporate General Partner
received a second letter from High River stating that High River had initiated a
tender offer for up to 40% of the outstanding Units at a price of $508.20 per
Unit. High River also issued a press release announcing the High River Offer
and that High River was commencing similar tender offers for units of limited
partnership interest in five other partnerships in which other Insignia
affiliates are the corporate general partners. Upon receiving the letter from
High River, Insignia issued its own press release announcing the terms of the
six High River offers.
Also on May 25, 1995, the Corporate General Partner received a copy of a
Complaint (the "High River Complaint") seeking, among other things, an order
from the United States District Court for the District of Delaware enjoining the
closing of the Affiliate Offer. The High River Complaint related to the
Affiliate Offer and to five other tender offers made by affiliates of Insignia
for units of limited partnership interests in other limited partnerships in
which other affiliates of Insignia are general partners. The High River
Complaint named as defendants the Affiliated Purchaser and each of the Insignia
affiliates making the five other tender offers; the Corporate General Partner
and the five other Insignia-affiliated general partners; and Insignia. The High
River Complaint contained allegations that, among other things, the Affiliated
Purchaser sought to acquire Units at highly inadequate prices, and that the
Affiliate Offer contained numerous false and misleading statements and omissions
of material facts. The alleged misstatements and omissions concerned, among
other things, the true value of the units; the true financial conditions of the
Partnership; the factors affecting the likelihood that properties owned by the
Partnership will be sold or liquidated in the near future; the liquidity and
value of the Units; the limited secondary market for Units; and the true nature
of the market for underlying assets. The High River Complaint also alleged that
the Affiliated Purchaser failed to comply with the requirements of Rule 13e-4
under the Securities Exchange Act of 1934.
On Friday, May 26, 1995, the United States District Court for the District
of Delaware denied High River's motion for a temporary restraining order to
postpone the closing of the Affiliate Offer. On May 26, 1995, Insignia issued a
press release announcing the Court's decision. High River subsequently
voluntarily withdrew the High River Complaint without prejudice.
On May 26, 1995, High River filed a Schedule 14D-1 relating to the High
River Offer and containing an Offer to Purchase and a related Assignment of
Partnership Interest. The Affiliate Offer expired as scheduled at midnight on
May 26, 1995. As filed on May 26, 1995, the High River Offer was conditioned
upon the Affiliate Offer being extended by at least 10 business days. High
River issued a press release, dated May 26, 1995, announcing that the extension
of the Affiliate Offer for 10 business days would be eliminated as a condition
to the High River Offer. Also on May 26, the Chairman and Chief Executive
Officer of Insignia received a letter from Mr. Icahn. In the letter, Mr. Icahn
accused Insignia of disregarding its "fiduciary responsibilities."
On Friday June 2, the High River Offer to Purchase and the related
Assignment of Partnership Interests were mailed to Unit holders. On Monday,
June 5, the Corporate General Partner delivered a letter to High River which
requested that High River cure certain alleged critical omissions,
misstatements, and deficiencies in the High River Offer by June 7, 1995. On
June 7, the Corporate General Partner received a letter from Mr. Icahn in which
Mr. Icahn states that High River does not agree with the positions taken in the
Corporate General Partner's June 5 letter.
On June 8, 1995, the Corporate General Partner commenced an action against
High River and Carl C. Icahn in the United States District Court for the
District of South Carolina. The complaint alleges that the High River Offer
misleads Unit holders and violates federal securities laws. The Partnership
seeks relief from High River's and Mr. Icahn's actions in the form of an
injunction against the High River Offer, a judgment declaring that the untrue
statements in and omissions from the High River Offer constitute violations of
the federal securities laws, and an order requiring High River to make
appropriate disclosures to correct all of the false and misleading statements in
and omissions from the High River Offer.
The Partnership and the Corporate General Partner recommended that the Unit
holders reject the High River Offer and not tender their Units pursuant to the
High River Offer, but stated that they may reconsider. The Partnership and the
Corporate General Partner may reconsider their recommendation if High River
makes additional disclosures to the Unit holders as the Corporate General
Partner has requested. For further information, see the Partnership's
Solicitation/Recommendation Statement on Schedule 14D-9 which was filed with the
Securities and Exchange Commission on June 9, 1995.
On June 12, 1995, High River filed an amendment to its Schedule 14D-1
containing a Supplement to its Offer to Purchase. The Supplement amends the
High River Offer to increase the number of Units being sought to all of the
outstanding Units and amends certain disclosures in the Offer to Purchase.
Persons claiming to own Units filed a purported class action and derivative
suit in the United States District Court for the District of South Carolina
seeking, among other things, an order enjoining the Affiliate Offer. On
Thursday, May 18, 1995, the Court denied plaintiffs' motion for a temporary
restraining order postponing the closing of the Affiliate Offer, which expired
as scheduled on May 26, 1995. Counsel for the parties are engaged in settlement
discussions and may continue such discussions.
The Complaint applies to the Affiliate Offer and to five other tender offers
being made by affiliates of Insignia for units of limited partnership interests
in other limited partnerships in which other affiliates of Insignia serve as
general partners. The Complaint names as defendants the Affiliated Purchaser
and each of the Insignia affiliates, including the five other tender offerors;
the Corporate General Partner and five other Insignia-affiliated general
partners; and four individuals who are officers and/or directors of Insignia,
the Corporate General Partner and/or the Affiliated Purchaser. The Complaint
contains allegations that, among other things, the defendants have intentionally
mismanaged the Partnership and the five other Partnerships (collectively the
"Partnerships") and acted contrary to the limited partners' best interests in
order to prolong the lives of the Partnerships and thus continue the revenues
derived by Insignia from the Partnerships while at the same time reducing the
demand for the Partnerships' units in the limited resale market for the units by
artificially depressing the trading prices for the units, in order to create a
favorable environment for the Affiliate Offer and the five other tender offers.
In the Complaint the plaintiffs also allege that in the Affiliate Offer and the
five other tender offers, the Affiliated Purchaser will acquire effective voting
control over the Partnerships at highly inadequate prices, and that the offers
to purchase and related tender offer documents contain numerous false and
misleading statements and omissions of material facts. The alleged
misstatements and omissions concern, among other things, the advantages to Unit
holders of tendering Units pursuant to the Affiliate Offer; the true value of
the Units; the true financial condition of the Partnerships; the factors
affecting the likelihood that properties owned by the Partnerships will be sold
or liquidated in the near future; the liquidity and value of the Units; the
limited secondary market for Units; and the true nature of the market for
underlying assets.
On Friday, June 16, plaintiffs filed an amended complaint which contained
allegations that, among other things, the defendants engaged in a plan by which
they misappropriated the Partnerships' assets and fraudulently induced limited
partners to sell units to the defendants at highly inadequate prices by causing
the Partnerships to take actions that artificially depressed the prices
available for units and by knowingly disseminating false and misleading
statements and omissions of material facts. The plaintiffs alleged that the
defendants breached fiduciary duties and violated federal securities law by
closing the Affiliate Offer and the five other tender offers made by affiliates
of Insignia for units in the other Partnerships with the knowledge that the
limited partners were not aware of the High River Offer. The plaintiffs further
alleged that the defendants, since the close of the Affiliate Offer, had caused
the Partnerships to enter into several wasteful transactions that had no
business purpose or benefit to the Partnerships solely in order to entrench
themselves in their positions of control over the Partnerships, with the effect
of impeding and possibly preventing nonaffiliated entities from making tender
offers that offer higher value to unit holders than defendants paid.
Subsequent to the filing of the lawsuit by the Corporate General Partner
against High River and Carl C. Icahn, the Corporate General Partner and High
River began discussions in an attempt to settle the lawsuit. On Friday, June
16, 1995, High River issued a press release announcing that the expiration date
of the High River Offer was extended until 12:00 midnight, New York City time on
Wednesday, June 28, 1995, and that High River and the Corporate General Partner
were engaged in settlement discussions.
On Saturday, June 17, the Affiliated Purchaser and Insignia entered into an
agreement with Carl C. Icahn and High River (the "Agreement") and the Corporate
General Partner, among others, entered into a letter agreement with High River
(together with the Agreement, the "Agreements"). The Agreements provide
generally that Insignia would not, and will not cause or permit its affiliates
to, actively oppose the High River Offer, but rather would take a neutral stance
with respect to the High River Offer, except in the case of a competing third
party bid made prior to the expiration of the High River Offer or the occurrence
of any event materially adversely affecting High River Offer. The High River
Offer would proceed in accordance with its terms, as amended, and the Corporate
General Partner would cooperate to facilitate the admission of High River as a
substitute limited partner with respect to any Units High River purchases
pursuant to the High River Offer in accordance with the terms of the Partnership
Agreement and applicable law. The Agreements limit High River's ability to
amend or extend the High River Offer. Apart from purchases made by High River
pursuant to the High River Offer, neither High River nor Insignia nor any of
their respective affiliates would purchase any additional Units pursuant to a
tender offer and can only purchase additional Units from time to time under
certain conditions specified in the Agreements. High River would vote on
certain matters concerning the Partnership as directed by Insignia. In
addition, High River and its affiliates are prohibited from soliciting proxies
with respect to the Partnership or otherwise making proposals concerning the
Partnership directly to other Unit holders. High River and Insignia have
certain buy-sell rights with respect to the other's Units which may be exercised
18 months after the effective date of the Agreements and annually thereafter and
at earlier or later dates under other circumstances specified in the Agreements,
including the proposal of certain transactions otherwise protected by the
Agreements. The party selling Units pursuant to the buy-sell transaction must
sell or cause to be sold to the other party all Units beneficially owned by the
first party and its affiliates.
Litigation initiated by the Corporate General Partner concerning the High
River Offer and litigation initiated by High River concerning the Affiliate
Offer was dismissed with prejudice and mutual releases were exchanged. On June
20, High River issued a press release announcing that the expiration date of the
High River Offer was extended until 12:00 midnight, New York City time on
Monday, July 3, 1995.
On July 20, 1995, the Partnership mailed a letter to limited partners of the
Partnership who tendered limited partnership units to the Affiliated Purchaser
in the recent tender offer. The letter notifies the limited partners that the
Affiliated Purchaser has offered to increase the amount paid to such limited
partners by an additional 45%.
On September 27, 1995, the parties to the purported class action and
derivative suit described above, entered into a stipulation to settle the
matter. The principal terms of the stipulation requires supplemental payments
to tendering limited partners aggregating approximately $6 million to be paid by
the Affiliated Purchaser; waiver by the Corporate General Partner and five other
Insignia affiliated general partners of any right to certain proceeds from a
sale or refinancing of the Partnership's properties; some restrictions on
Insignia's ability to vote the limited partner interest it acquired; payment of
$1.25 million for plaintiffs' attorney fees and expenses in the litigation; and
general releases of all the defendants. The Partnership has accrued
approximately $127,000 related to its allocated share of the $1.25 million.
Provisional Court approval of the stipulation is required before it will be
distributed to the class members for review. If a certain number of class
members opt out, the settlement may be cancelled and no assurance can be given
that this matter will be settled on the terms set forth above or otherwise.
Item 4. Submission of Matters to a Vote of Security Holders
During the fiscal year ended November 30, 1995, no matter was submitted to a
vote of security holders through the solicitation of proxies or otherwise.
PART II
Item 5. Market for Partnership Equity and Related Partner Matters
As of November 30, 1995, there was minimal trading of the Units in the
secondary market establishing a value of $350 per unit as quoted in the Stanger
Report for October 31, 1995. There are 3,343 holders of record owning an
aggregate of 52,538 units. As disclosed in Item 3., Legal Proceedings, an
affiliate of the Corporate General Partner purchased 13,171 units at $350 per
unit. In addition, High River Limited Partnership purchased 6,407 units at
$508.20 per Unit. No public trading market has developed for the Units, and it
is not anticipated that such a market will develop in the future. Distributions
of $252,036 were made in 1995 while distributions of $1,499,721 were made during
1994. Future distributions will depend on the levels of cash generated from
operations, refinancings, property sales and the availability of cash reserves.
Distributions may also be restricted by the requirement to deposit net operating
income (as defined in the mortgage note) into the Reserve Account until the
Reserve Account is funded an amount equal to $1,000 per apartment unit for each
respective unit.
Item 6. Management's Discussion and Analysis or Plan of Operation
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership had a net loss for the year ended November 30, 1995, of
$341,871 and a net loss of $646,469 for the corresponding period of 1994. The
decrease in net loss in 1995 is primarily attributable to increased apartment
revenues as a result of monthly rental rate increases at all properties as well
as an increase in other income. Other income increased due to an increase in
various tenant charges resulting from high tenant turnovers at all properties
and a leasing incentive bonus for the renewal of a laundry vending contract at
Old Salem Apartments. Also contributing to the decrease in net loss were
casualty gains of $213,794 as a result of two fires, one at Woodland Village and
one at Old Salem. Both fires were covered by insurance.
Partially offsetting the decrease in net loss was an increase in general and
administrative expenses as a result of increased legal costs for an outstanding
lawsuit as discussed in Item 3. Legal Proceedings, as well as increased
administrative expenses in connection with the tender offers.
The Partnership recorded a casualty gain in 1995 resulting from a fire at
Woodland Village Apartments to the roof and interiors of four units. The damage
resulted in a gain of $31,761 arising from proceeds from the Partnership's
insurance carrier of $73,056 which exceeded the basis of the property and
expenses to replace the roof and interiors damaged. The Partnership also
recorded a casualty gain at Old Salem Apartments resulting from a fire in the
basement and interiors of nine units located within the same building. The
damage resulted in a gain of $182,033 arising from proceeds receivable from the
Partnership's insurance carrier of $284,743 which exceeded the basis of the
property and expenses to replace the interiors for the building damaged. At
November 30, 1995, other assets included a receivable of $69,861 for insurance
proceeds and accounts payable included $45,840 of outstanding invoices related
to the casualty at Old Salem Apartments.
Management relies on the annual appraisals performed by outside appraisers
to assess the impairment of investment properties. There are three recognized
approaches or techniques available to the appraiser. When applicable, these
approaches are used to process the data considered significant to each to arrive
at separate value indications. In all instances the experience of the
appraiser, coupled with his objective judgement, plays a major role in arriving
at the conclusions of the indicated value from which the final estimate of value
is made. The three approaches commonly known are the cost approach, the sales
comparison approach, and the income approach. The cost approach is often not
considered to be reliable due to the lack of land sales and the significant
amount of depreciation and, therefore, is often not presented. Upon receipt of
the appraisals, any property which is stated on the books of the partnership
above the estimated value given in the appraisal, is written down to the
estimated value given by the appraiser. The appraiser assumes a stabilized
occupancy at the time of the appraisal and, therefore, any impairment of value
is considered to be permanent by Management. For the year ended November 30,
1995, no adjustments for the impairment of value were recorded.
As part of the ongoing business plan of the Partnership, the Corporate
General Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expenses. As part of this plan the Corporate General Partner attempts to
protect the Partnership from the burden of inflation-related increases in
expenses by increasing rents and maintaining a high overall occupancy level.
However, due to changing market conditions, which can result in the use of
rental concessions and rental reductions to offset softening market conditions,
there is no guarantee that the Corporate General Partner will be able to sustain
such a plan.
Liquidity and Capital Resources
At November 30, 1995, the Partnership had unrestricted cash of $790,730
compared to $1,357,647 at November 30, 1994 as a result of increased investing
activity during 1995. Net cash used in investing activities increased as a
result of an increase in cash invested in short-term investments in 1995 as
compared to 1994. Net cash provided by operating activities increased primarily
as a result of the decrease in net loss as previously discussed. Decreases in
escrows for taxes and insurance and increases in accounts payable also
contributed to the increase in net cash provided by operations. Net cash used
in financing activities decreased due to the Partnership refinancing Foxfire
Apartments in 1994 with no refinancing in 1995 and a decrease in partners'
distributions in 1995.
The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership. Such assets are currently thought
to be sufficient for any near-term needs of the Partnership. The mortgage
indebtedness of $28,976,679, net of discount, is amortized over varying periods
with required balloon payments ranging from January 1, 1997, to November 15,
2002, at which time the properties will either be refinanced or sold. Future
cash distributions will depend on the levels of net cash generated from
operations, property sales, and the availability of cash reserves. During the
years ended November 30, 1995, and 1994, the Partnership made distributions of
$252,036 and $1,499,721, respectively.
Item 7. Financial Statements
SHELTER PROPERTIES V LIMITED PARTNERSHIP
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheet--November 30, 1995
Consolidated Statements of Operations--Years ended November 30, 1995 and 1994
Consolidated Statements of Changes in Partners' Capital (Deficit)--Years ended
November 30, 1995 and 1994
Consolidated Statements of Cash Flows--Years ended November 30, 1995 and 1994
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Shelter Properties V Limited Partnership
We have audited the accompanying consolidated balance sheet of Shelter
Properties V Limited Partnership as of November 30, 1995, and the related
consolidated statements of operations, changes in partners' capital (deficit)
and cash flows for each of the two years in the period ended November 30, 1995.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Shelter
Properties V Limited Partnership as of November 30, 1995, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended November 30, 1995, in conformity with generally accepted accounting
principles.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
January 17, 1996
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
November 30,1995
<S> <C> <C>
Assets
Cash:
Unrestricted $ 790,730
Restricted--tenant security deposits 358,728
Investments (Note B) 2,465,411
Accounts receivable 41,430
Escrow for taxes and insurance 321,679
Restricted escrows 743,417
Other assets 678,645
Investment properties: (Note C & F)
Land $ 4,241,860
Buildings and related personal property 68,598,339
72,840,199
Less accumulated depreciation (34,414,584) 38,425,615
$43,825,655
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 445,838
Tenant security deposits 360,905
Accrued taxes 196,337
Other liabilities 586,430
Mortgage notes payable (Note C) 28,976,679
Partners' Capital (Deficit)
General partner $ (310,118)
Limited partners (52,538 units
issued and outstanding) 13,569,584 13,259,466
$43,825,655
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended November 30,
1995 1994
<S> <C> <C>
Revenues:
Rental income $11,811,585 $11,430,562
Other income 672,582 616,485
12,484,167 12,047,047
Expenses:
Operating 3,425,781 3,356,376
General and administrative 591,775 312,773
Property management fees 614,669 592,076
Maintenance 1,959,569 2,011,082
Depreciation 2,913,473 2,754,928
Interest 2,757,748 2,860,091
Property taxes 776,817 777,110
13,039,832 12,664,436
Casualty gain 213,794 1,705
Loss before extraordinary item (341,871) (615,684)
Extraordinary item - loss on extinguishment
of debt (Note C) -- (30,785)
Net loss (Note D) $ (341,871) $ (646,469)
Net loss allocated to general partner (1%) $ (3,419) $ (6,465)
Net loss allocated to limited partners (99%) (338,452) (640,004)
$ (341,871) $ (646,469)
Per limited partnership unit:
Loss before extraordinary item $ (6.44) $ (11.60)
Extraordinary item -- (.58)
Net loss per limited partnership unit $ (6.44) $ (12.18)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital
contributions 52,538 $ 2,000 $52,538,000 $52,540,000
Partners' (deficit) capital
at November 30, 1993 52,538 $(282,720) $16,282,283 $15,999,563
Partners' distributions paid -- (14,997) (1,484,724) (1,499,721)
Net loss for the year
ended November 30, 1994 -- (6,465) (640,004) (646,469)
Partners' (deficit) capital
at November 30, 1994 52,538 (304,182) 14,157,555 13,853,373
Partners' distributions paid -- (2,517) (249,519) (252,036)
Net loss for the year
ended November 30, 1995 52,538 (3,419) (338,452) (341,871)
Partners' (deficit) capital
at November 30, 1995 52,538 $(310,118) $13,569,584 $13,259,466
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended November 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (341,871) $ (646,469)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 2,913,473 2,754,928
Amortization of discounts and loan costs 164,225 167,585
Casualty gain (213,794) (1,705)
Extraordinary item - loss on extinguishment
of debt -- 30,785
Change in accounts:
Restricted cash 16,822 (13,690)
Accounts receivable (23,288) (441)
Escrow for taxes and insurance 309,485 (102,457)
Other assets (37,173) 52,256
Accounts payable 44,329 (74,793)
Tenant security deposit liabilities (28,809) 27,854
Accrued taxes (251,355) 104,492
Other liabilities 30,152 45,643
Net cash provided by operating activities 2,582,196 2,343,988
Cash flows from investing activities:
Property improvements and replacements (1,966,342) (1,417,238)
Cash invested in short-term investments (10,003,913) (6,865,717)
Cash received from matured investments 9,426,279 9,074,065
Deposits to restricted escrows (279,723) (176,689)
Receipts from restricted escrows 406,860 134,956
Insurance proceeds from property damage 287,937 89,472
Net cash (used in) provided by
investing activities (2,128,902) 838,849
Cash flows from financing activities:
Payments on mortgage notes payable (768,175) (697,741)
Repayment of mortgage notes payable -- (5,301,710)
Proceeds from long-term borrowing -- 5,000,000
Loan costs -- (26,565)
Partners' distributions (252,036) (1,499,721)
Net cash used in financing activities (1,020,211) (2,525,737)
Net (decrease) increase in cash (566,917) 657,100
Cash at beginning of period 1,357,647 700,547
Cash at end of period $ 790,730 $ 1,357,647
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,589,745 $ 2,689,819
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
SHELTER PROPERTIES V LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - Organization and Significant Accounting Policies
Organization: Shelter Properties V Limited Partnership (the "Partnership ) was
organized as a limited partnership under the laws of the State of South Carolina
pursuant to a Certificate and Agreement of Limited Partnership filed August 21,
1981. The general partner responsible for management of the Partnership's
business is Shelter Realty V Corporation, a South Carolina corporation (the
"Corporate General Partner"). The only other general partner of the
Partnership, N. Barton Tuck, Jr., is effectively prohibited by the
Partnership's partnership agreement (the "Partnership Agreement") from
participating in the management of the Partnership. The Corporate General
Partner is an indirect subsidiary of Insignia Financial Group, Inc.
("Insignia"). The directors and officers of the Corporate General Partner also
serve as executive officers of Insignia. The partnership agreement terminates
December 31, 2023. The Partnership commenced operations on July 19, 1983 and
completed its acquisition of apartment properties on January 18, 1984. The
Partnership operates seven apartment properties located in the South and
Southeast.
Principles of Consolidation: The financial statements include all the accounts
of the Partnership and its two 99.99% owned partnerships. All significant
interpartnership balances have been eliminated.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Allocation of Cash Distributions: Cash distributions by the Partnership are
allocated between general and limited partners in accordance with the provisions
of the partnership agreement. The partnership agreement defines net cash from
operations as revenue received less operating expenses paid, adjusted for
certain specified items which primarily include mortgage payments on debt,
property improvements and replacements not previously reserved, and the effects
of other adjustments to reserves including reserve amounts deemed necessary by
the Corporate General Partner. In the following notes to financial statements,
whenever net cash from operations is used, it has the aforementioned meaning.
The following is a reconciliation of the subtotal in the accompanying statements
of cash flows captioned net cash provided by operating activities to net cash
from (used by) operations, as defined in the partnership agreement. However,
"net cash from operations" should not be considered an alternative to net
income as an indicator of the Partnership's operating performance or to cash
flows as a measure of liquidity.
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Net cash provided by operating activities $ 2,582,196 $ 2,343,988
Property improvements and replacements (1,966,342) (1,417,238)
Payments on mortgage notes payable (768,175) (697,741)
Changes in reserves for net operating
liabilities (60,163) (38,864)
Changes in restricted escrows, net 127,137 (41,733)
Insurance proceeds from property damage 287,937 89,472
Additional operating reserves (205,000) --
Mortgage repayment with cash reserves -- (349,365)
Net cash used in operations $ (2,410) $ (111,481)
</TABLE>
Note A - Organization and Significant Accounting Policies - (Continued)
The General Partner believed it to be in the best interest of the Partnership to
reserve an additional $205,000 at November 30, 1995, to fund continuing capital
improvements and prepare for the refinancing of Woodland Village in 1996.
Distributions made from reserves no longer considered necessary by the general
partners are considered to be additional net cash from operations for allocation
purposes.
The partnership agreement provides that 99% of distributions of net cash from
operations are allocated to the limited partners until they receive net cash
from operations for such fiscal year equal to 7% of their adjusted capital
values (as defined in the partnership agreement), at which point the general
partners will be allocated all net cash from operations until they have
received distributions equal to 10% of the aggregate net cash from operations
distributed to partners for such fiscal year. Thereafter, the general partners
will be allocated 10% of any distributions of remaining net cash from
operations for such fiscal year.
All distributions of distributable net proceeds (as defined in the partnership
agreement) from property dispositions and refinancings will be allocated to the
limited partners until each limited partner has received an amount equal to a
cumulative 7% per annum return of the average of the limited partners' adjusted
capital value, less any prior distributions of net cash from operations and
distributable net proceeds, and has also received an amount equal to the limited
partners' adjusted capital value. Thereafter, the general partners receive 1%
of the selling prices of properties sold where they acted as a broker, and then
the limited partners will be allocated 85% of any remaining distributions of
distributable net proceeds and the general partners will receive 15%.
Distributions may be restricted by the requirement to deposit net operating
income (as defined in the mortgage note) into the Reserve Account until the
Reserve Account is funded in an amount equal to $1,000 per apartment unit for
each respective property.
Undistributed Net Proceeds from Refinancing: At November 30, 1994, the
Partnership had $2,785,000 of undistributed net proceeds from refinancings. No
excess proceeds were received from the refinancing that occurred during 1994.
As a result, there remains a balance of $2,785,000 in undistributed net
proceeds from refinancings at November 30, 1995.
Allocation of Profits, Gains and Losses: Profits, gains and losses of the
Partnership are allocated between general and limited partners in accordance
with the provisions of the partnership agreement.
For any fiscal year, to the extent that profits, not including gains from
property dispositions, do not exceed distributions of net cash from operations,
such profits are allocated in the same manner as such distributions. In any
fiscal year in which profits, not including gains from property disposition,
exceed distributions of net cash from operations, such excess is treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and is allocated together with, and in the same manner as, that
portion of gain described in the second sentence of the following paragraph.
Any gain from property dispositions attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property over the Partnership's adjusted basis in the property shall be
allocated to each partner having a negative capital account balance, to the
extent of such negative balance. The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and shall be allocated to the general partners to the extent that
general partners would have received distributable net proceeds in connection
therewith; the balance shall be allocated to the limited partners. However,
the interest of the general partners will be equal to at least 1% of each gain
at all times during the existence of the Partnership.
All losses, including losses attributable to property dispositions, are
allocated 99% to the limited partners and 1% to the general partners.
Accordingly, net losses as shown in the statements of operations and changes in
partners' capital for 1995 and 1994 were allocated 99% to the limited partners
and 1% to the general partners. Net loss per limited partnership unit for
each such year was computed as 99% of net loss divided by 52,538 weighted
average units outstanding.
Restricted Escrows:
Capital Improvement Account - At the time of the refinancing of The
Lexington and Tar River Estates mortgage notes payable in 1992, $273,795 of the
proceeds were designated for a "capital improvement escrow" for certain capital
improvements. At the time of the refinancing of Foxfire Apartments mortgage
note payable in 1994, $150,000 of the proceeds were designated for a "capital
improvement escrow" for certain capital improvements. All capital improvements
were complete as of November 30, 1995, and the balance of this account was
reduced to zero.
Reserve Account - At the time of the refinancing of The Lexington and
Tar River Estates mortgage notes payable in 1992, a general Reserve Account was
established with the refinancing proceeds for each mortgaged property. These
funds were established to cover necessary repairs and replacements of existing
improvements, debt service, out of pocket expenses incurred for ordinary and
necessary administrative tasks, and payment of real property taxes and insurance
premiums. The Partnership is required to deposit net operating income (as
defined in the mortgage note) from each refinanced property to the respective
reserve account until they equal $1,000 per apartment unit or $676,000 in total.
The current balance is $682,205, which includes interest earned on these funds.
Escrows for Taxes and Insurance: Currently, these funds are held by the
mortgagors for Foxfire and Lake Johnson Mews. For Tar River, The Lexington, Old
Salem, Woodland Village and Millhopper; these properties' escrows are held by
the Partnership. All escrow funds are designated for the payment of real
estate taxes.
Other Reserves: The general partners may designate a portion of cash generated
from operations as other reserves in determining net cash from operations.
The general partners designated as other reserves an amount equal to the net
liabilities related to the operations of apartment properties during the current
fiscal year that are expected to require the use of cash during the next fiscal
year. The decreases in other reserves during 1995 and 1994 were $60,163 and
$38,864, respectively, which amounts were determined by considering changes in
the balances of restricted cash, accounts receivable, escrow for taxes and
insurance, other assets, accounts payable, tenant security deposit liabilities,
accrued taxes and other liabilities. At this time, the general partners expect
to continue to adjust other reserves based on the net change in the
aforementioned account balances.
Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for additions prior to March 16, 1984, 18 years
for additions after March 15, 1984, and before May 9, 1985, and 19 years for
additions after May 8, 1985, and before January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of
the Tax Reform Act of 1986, for additions after December 31, 1986, the modified
accelerated cost recovery method is used for depreciation of (1) real property
additions over 27 1/2 years and (2) personal property additions over 7 years.
Present Value Discounts: Periodically, the Partnership incurs debt at below
market rates for similar debt. Present value discounts are recorded on the
basis of prevailing market rates and are amortized on an interest method over
the life of the related debt.
Loan Costs: Loan costs are included in other assets and are being amortized on
a straight-line basis over the life of the related loans.
Cash and Cash Equivalents: The Partnership considers only unrestricted cash to
be cash. Certificates of deposit are considered to be investments. At certain
times, the amount of cash deposited at a bank may exceed the limit on insured
deposits.
Investments: Securities held-to-maturity and available-for-sale: The Corporate
General Partner determines the appropriate classification of debt securities at
the time of purchase and reevaluates such designation as of each balance sheet
date. Debt securities are classified as held-to-maturity when the Partnership
has the positive intent and ability to hold the securities to maturity. Held-
to-maturity securities are stated at amortized cost, adjusted for amortization
of premiums and accretion of discounts to maturity. Such amortization is
included in investment income. Interest on securities classified as held-to-
maturity is included in investment income.
Marketable equity securities and debt securities not classified as held-to-
maturity are classified as available-for-sale. Presently, all of the
Partnership's investments are classified as held-to-maturity. Available-for-
sale securities are carried at fair value, with the unrealized gains and
losses, net of tax, reported in a separate component of partner's capital. The
amortized cost of debt securities in this category is adjusted for amortization
of premiums and accretion of discounts to maturity. Such amortization is
included in investment income. Realized gains and losses and declines in
value judged to be other-than-temporary on available-for-sale securities are
included in investment income. The cost of securities sold is based on the
specific identification method. Interest and dividends on securities
classified as available-for-sale are included in investment income.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, management finds it necessary to offer rental concessions during
particularly slow months or in response to heavy competition from other similar
complexes in the area. Concessions are charged to expenses as incurred.
Restricted Cash - Tenant Security Deposits: The Partnership requires security
deposits from all lessees for the duration of the lease. Deposits are refunded
when the tenant vacates the apartment if there has been no damage to the unit.
Investment Properties: Investment properties consist of seven apartment
complexes stated at cost. Costs of apartment properties that have been
permanently impaired have been written down to appraised value. The corporate
general partner relies on the annual appraisals performed by outside appraisers
for the estimated value of the partnership's properties. There are three
recognized approaches or techniques available to the appraiser. When
applicable, these approaches are used to process the data considered
significant to each to arrive at separate value indications. In all instances
the experience of the appraiser, coupled with his objective judgement, plays a
major role in arriving at the conclusions of the indicated value from which the
final estimate of value is made. The three approaches commonly known are the
cost approach, the sales comparison approach, and the income approach. The
cost approach is often not considered to be reliable due to the lack of land
sales and the significant amount of depreciation and, therefore, is often not
presented. Upon receipt of the appraisals, any property which is stated on the
books of the partnership above the estimated value given in the appraisal is
written down to the estimated value given by the appraiser. The appraiser
assumes a stabilized occupancy at the time of the appraisal and,
therefore, any impairment of value is considered to be permanent by the
Corporate General Partner. For the year ended November 30, 1995, no
adjustments for the impairment of value were recorded.
As of November 30, 1995, the Partnership adopted FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of, which requires impairment losses to be recognized for long-
lived assets used in operations when indicators of impairment are present and
the undiscounted cash flows are not sufficient to recover the assets' carrying
amount. The impairment loss is measured by comparing the fair value of the
asset to its carrying amount. The adoption of FASB No. 121 did not have a
material effect on the Partnership's financial statements.
Reclassifications: Certain reclassifications have been made to the 1994
information to conform to the 1995 presentation.
Note B - Investments
Investments, stated at cost, consist of the following at November 30, 1995:
<TABLE>
<CAPTION>
Interest Face Cost Maturity
Rate Amount 1995 Date
<S> <C> <C> <C> <C>
General Electric Credit Corp. 5.65% $1,487,000 $1,466,696 1/26/96
Commercial Paper
First Union Corporation 5.35% 154,033 152,000 2/28/96
Certificate of Deposit
First Union Corporation 5.40% 126,144 125,000 1/8/96
Certificate of Deposit
First Union Corporation 5.35% 133,428 131,667 2/28/96
Certificate of Deposit
First Union Corporation 5.35% 255,246 251,877 2/28/96
Certificate of Deposit
First Union Corporation 5.40% 332,401 329,388 1/8/96
Certificate of Deposit
$2,488,252 $2,456,628
Accrued Interest 8,783
$2,465,411
</TABLE>
Note B - Investments - (Continued)
The Partnership's investments are classified as held-to-maturity. The Corporate
General Partner believes that the market value of the investments is
approximately the same as the cost.
Note C - Mortgage Notes Payable
The principal terms of mortgage notes payable are as follows:
<TABLE>
Principal Monthly Principal
Balance At Payment Stated Balance
November 30, Including Interest Maturity Due At
Property 1995 Interest Rate Date Maturity
<S> <C> <C> <C> <C> <C>
Foxfire
1st Mortgage $ 4,866,017 $ 36,950 7.50% 02/01/99 $ 4,594,828
Old Salem
1st Mortgage 6,721,872 65,459 10.375% 12/10/16 64,592
Woodland Village
1st Mortgage 2,329,248 23,590 9.50% 01/01/97 2,264,698
2nd Mortgage 695,442 20,771 8.88% 03/01/99 --
Lake Johnson Mews
1st Mortgage 4,134,432 44,805 9.375% 06/01/97 3,893,758
The Lexington
1st Mortgage 3,712,865 31,268 7.60% 11/15/02 2,869,663
2nd Mortgage 122,528 776 7.60% 11/15/02 122,528
Millhopper Village
1st Mortgage 1,600,000 11,333 variable 06/10/01 1,600,000
Tar River Estates
1st Mortgage 5,129,584 43,200 7.60% 11/15/02 3,964,527
2nd Mortgage 169,282 1,072 7.60% 11/15/02 169,282
29,481,270 $279,224
Less unamortized
discounts (504,591)
$28,976,679
</TABLE>
The Partnership exercised interest rate buy-down options for Tar River and The
Lexington when the debt was refinanced, reducing the stated rate from 8.76% to
7.60%. The fee for the interest rate reduction amounted to $677,021 and is
being amortized as a loan discount on the interest method over the life of the
loans. The unamortized discount fee is reflected as a reduction of the
mortgage notes payable and increases the effective rate of the debt to 8.76%.
Note C - Mortgage Notes Payable - (Continued)
On January 31, 1994, the Partnership refinanced the mortgage encumbering Foxfire
Apartments. The refinancing replaced indebtedness on Foxfire in the amount of
$4,993,610 of which $4,952,345 was principal and $41,265 was interest. The
refinancing replaced the aforementioned indebtedness which carried a stated
interest rate of 9.75% and had a maturity date of April 1, 1994. The new
mortgage indebtedness of $5,000,000, which carries a stated interest rate of
7.5%, is amortized over 25 years with a balloon payment due on February 1,
1999. Total capitalized loan costs incurred were $81,565 and are being
amortized over the life of the loan.
In addition, in May 1994, the Partnership paid off the second mortgage balance
of $349,365 on Millhopper Village which had a maturity date of February 15,
2002. The Partnership used available funds on hand to pay off the debt. In
connection with this pay-off, the Partnership recorded an extraordinary loss
of $30,785.
The mortgage notes payable are non-recourse and are secured by pledge of the
respective apartment properties and by pledge of revenues from the respective
apartment properties. Certain of the notes require prepayment penalties if
repaid prior to maturity and prohibit resale of the properties subject to
existing indebtedness.
Scheduled principal payments of mortgage notes payable subsequent to November
30, 1995, are as follows:
1996 $ 820,300
1997 6,893,554
1998 708,290
1999 5,070,172
2000 450,601
Thereafter 15,538,353
$29,481,270
Note D - Income Taxes
The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in
the income tax returns of its partners.
Note D - Income Taxes - (Continued)
The following is a reconciliation of reported net loss and Federal taxable loss:
1995 1994
Net loss as reported $ (341,871) $ (646,469)
Add (deduct):
Amortization of present value discounts 20,160 53,066
Depreciation differences (1,019,497) (1,048,506)
Change in prepaid rental 62,873 69,130
Other 26,943 16,362
Accrued legal expenses 124,232 --
Casualty gain not reported for taxes (213,794) --
Federal taxable loss $(1,340,954) $(1,556,417)
Federal taxable loss per limited
partnership unit $ (25.27) $ (29.33)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:
Net assets as reported $ 13,259,466
Buildings 6,699,624
Accumulated depreciation (26,344,407)
Syndication fees 6,746,551
Other 352,416
Net assets - tax basis $ 713,650
Note E - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Corporate General
Partner and its affiliates for the management and administration of all
partnership activities. The partnership agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. Balances and other transactions with
affiliates of Insignia Financial Group, Inc. in 1995 and 1994 are:
1995 1994
Property management fees $614,669 $592,076
Data processing services 42,090 44,777
Marketing services 11,408 13,025
Reimbursement for services
of affiliates 146,470 119,720
Note E - Transactions With Affiliated Parties - (Continued)
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Corporate General Partner. An affiliate of
the Corporate General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the current year's master policy. The current agent
assumed the financial obligations to the affiliate of the Corporate General
Partner, who receives payments on these obligations from the agent. The amount
of the Partnership's insurance premiums accruing to the benefit of the
affiliate of the Corporate General Partner by virtue of the agent's
obligations is not significant.
Note F - Real Estate and Accumulated Depreciation
Apartment Properties
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Foxfire Apartments $ 4,866,017 $ 830,026 $ 9,122,319 $ 224,454
Atlanta, Georgia
Old Salem Apartments 6,721,872 653,895 12,663,717 2,091,820
Charlottesville, Virginia
Woodland Village Apartments 3,024,690 604,853 9,135,135 1,772,920
Columbia, South Carolina
Lake Johnson Mews Apartments 4,134,432 338,336 6,725,048 935,026
Raleigh, North Carolina
The Lexington Apartments 3,835,393 1,101,956 6,620,228 1,828,622
Sarasota, Florida
Millhopper Village Apartments 1,600,000 239,016 4,305,012 875,638
Gainesville, Florida
Tar River Estates 5,298,866 473,778 9,984,906 2,313,494
Greenville, North Carolina
Totals $29,481,270 $4,241,860 $58,556,365 $10,041,974
</TABLE>
Note F - Real Estate and Accumulated Depreciation - (Continued)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At November 30, 1995
Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Foxfire
Atlanta, Georgia $ 830,026 $ 9,346,773 $10,176,799 $ 5,242,494 1969-1971 07/19/83 5-29
Old Salem
Charlottesville, 653,895 14,755,537 15,409,432 7,352,141 1969-1971 08/25/83 5-28
Woodland Village
Columbia, South Carolina 604,853 10,908,055 11,512,908 5,507,744 1974 09/01/83 5-30
Lake Johnson Mews
Raleigh, North Carolina 338,336 7,660,074 7,998,410 3,590,370 1972-1973 09/30/83 5-30
The Lexington
Sarasota, Florida 1,101,956 8,448,850 9,550,806 3,899,213 1973-1982 10/31/83 5-34
Millhopper Village
Gainesville, Florida 239,016 5,180,650 5,419,666 2,589,627 1970-1976 11/22/83 5-29
Tar River Estates
Greenville, North
Carolina 473,778 12,298,400 12,772,178 6,232,995 1969-1972 01/18/84 5-27
Totals $4,241,860 $68,598,339 $72,840,199 $34,414,584
</TABLE>
Reconciliation of Real Estate and Accumulated Depreciation :
Years Ended November 30,
1995 1994
Real Estate
Balance at beginning of year $71,195,703 $69,940,686
Property improvements 1,966,342 1,417,238
Disposals of property (321,846) (162,221)
Balance at End of Year $72,840,199 $71,195,703
Accumulated Depreciation
Balance at beginning of year $31,704,086 $29,072,968
Additions charged to expense 2,913,473 2,754,928
Disposals of property (202,975) (123,810)
Balance at end of year $34,414,584 $31,704,086
The aggregate cost of the real estate for Federal income tax purposes at
November 30, 1995 and 1994 is $79,539,822 and $77,823,822. The accumulated
depreciation taken for Federal income tax purposes at November 30, 1995 and
1994 is $60,758,990 and $56,826,021.
Note G - Contingencies
Tender Offer Litigation: The Corporate General Partner owns 100 Limited
Partnership Units ("Units"). On or about April 26 and 27, 1995, six entities
("Affiliated Purchaser") affiliated with the Partnership commenced tender offers
for limited partner interests in six limited partnerships, including the
Partnership (collectively, the "Shelter Properties Partnerships"). On May 27,
1995, the Affiliated Purchaser acquired 13,171 units of the Partnership pursuant
to the tender offer. On or about May 12, 1995, in the United States District
Court for the District of South Carolina, certain limited partners of the
Shelter Properties Partnerships commenced a lawsuit, on behalf of themselves,
on behalf of a putative class of plaintiffs, and derivatively on behalf of the
partnerships, challenging the actions taken by defendants (including Insignia,
the acquiring entities and certain officers of Insignia) in the management of
the Shelter Properties Partnerships and in connection with the tender offers
and certain other matters.
The plaintiffs alleged that, among other things: (i) the defendants
intentionally mismanaged the partnerships and acted contrary to the limited
partners' best interests by prolonging the existence of the partnerships in
order to perpetuate the revenues derived by Insignia and its affiliates from
the partnerships, (ii) the defendants' actions reduced the demand for the
partnerships' limited partner interests in the limited resale market by
artificially depressing the trading prices for limited partners interests in
order to create a favorable environment for the tender offers; (iii) through
the tender offers, the acquiring entities sought to acquire effective voting
control over the partnerships while paying highly inadequate prices; and (iv)
the documents disseminated to the class in connection with the tender offers
contained false and misleading statements and omissions of material facts
concerning such issues as the advantages to limited partners of tendering
pursuant to the tender offers, the true value of the interest, the true
financial condition of the partnerships, the factors affecting the likelihood
that properties owned by the partnerships will be sold or
liquidated in the near future, the liquidity and true value of the limited
partner interests, the reasons for the limited secondary market for limited
partner interests, and the true nature of the market for the underlying real
estate assets owned by the partnerships all in violation of the federal
securities laws.
On September 27, 1995, the parties entered into a stipulation to settle the
matter. The principal terms of the stipulation require supplemental payments to
tendering limited partners aggregating approximately $6 million to be paid by
the Affiliated Purchaser; waiver by the Shelter Properties Partnership's
general partners of any right to certain proceeds from a sale or refinancing of
the partnerships' properties; some restrictions on Insignia's ability to vote
the limited partner interests it acquired; payment of $1.25 million for
plaintiffs' attorney fees and expenses in the litigation; and general releases
of all the defendants. The Partnership has accrued approximately $127,000 as
its allocated share of the $1.25 million. Provisional Court approval of the
stipulation is required before it will be distributed to the class members for
review. If a certain number of class members opt out, the settlement may be
cancelled. No assurance can be given that this matter will be settled on the
terms, set forth above or otherwise.
Note H - Gain on Casualty
The Partnership recorded a casualty gain in 1995 resulting from a fire at
Woodland Village Apartments which damaged the roof and interiors of four units.
The damage resulted in a gain of $31,761 arising from proceeds from the
Partnership's insurance carrier of $73,056 which exceeded the basis of the
property and expenses to replace the roof and interiors damaged. The
Partnership also recorded a casualty gain at Old Salem Apartments
resulting from a fire in the basement and interiors of nine units located
within the same building. The damage resulted in a gain of $182,033 arising
from proceeds receivable from the Partnership's insurance carrier of
$284,743 which exceeded the basis of the property and expenses to replace the
interiors of the building damaged. At November 30, 1995, other assets
included a receivable of $69,861 for insurance proceeds and accounts
payable included $45,840 of outstanding invoices related to the casualty
at Old Salem Apartments.
PART III
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
Item 9. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act
The Registrant has no officers or directors. The Individual and Corporate
General Partners are as follows:
Individual General Partner - N. Barton Tuck, Jr., age 57, is the Individual
General Partner of the Registrant. Mr. Tuck is Chairman of GolfSouth
Management, Inc. Until August 1990, he served as Chairman and Chief Executive
Officer of U.S. Shelter Corporation ("Shelter"), the former parent of AmReal
Corporation (parent of the Corporate General Partner of the Partnership). For
six years prior to 1966, Mr. Tuck was employed in Greenville, South Carolina by
the certified public accounting firm of S.D. Leidesdorf & Company. From 1966
to 1970, he was a registered representative with the investment banking firm of
Harris Upham & Co., Inc. in Greenville, South Carolina. Since 1970, Mr. Tuck
has been engaged in arranging equity investments for individuals and
partnerships. Mr. Tuck is a graduate of the University of North Carolina. Mr.
Tuck has delegated to the Corporate General Partner all of his authority, as a
general partner of the Partnership, to manage and control the Partnership and
its business and affairs.
Corporate General Partner - The names and ages of, as well as the positions
and offices held by, the executive officers and directors of Shelter Realty V
Corporation are set forth below. There are no family relationships between or
among any officers or directors.
Name Age Position
William H. Jarrard, Jr. 49 President
Ronald Uretta 39 Vice President and Treasurer
John K. Lines 36 Vice President and Secretary
Kelley M. Buechler 38 Assistant Secretary
Mr. Jarrard, who had previously served as Vice President, became President
in August 1994. In June 1994, Mr. Lines became Secretary and Ms. Buechler, who
had previously held the position, became Assistant Secretary.
William H. Jarrard has been President of the Corporate General Partner
since August 1994 and Managing Director - Partnership Administration of
Insignia since January 1991. During the five years prior to joining Insignia
in 1991, he serve din similar capacities for U. S. Shelter.
Ronald Uretta has been Insignia's Chief Financial Officer and Treasurer
since January 1992. Since September 1990, Mr. Uretta has also served as the
Chief Financial Officer and Controller of Metropolitan Asset Group. From May
1988 until September 1990, Mr. Uretta was a self-employed financial consultant.
From January 1978 until January 1988, Mr. Uretta was employed by Veltri Raynor
& Company, independent certified public accountants.
John K. Lines, Esq. has been Vice President and Secretary of the Corporate
General Partner since August 1994, Insignia's General Counsel since June 1994,
and General Counsel and Secretary since July 1994. From May 1993 until June
1994, Mr. Lines was the Assistant General Counsel and Vice President of Ocwen
Financial Corporation, West Palm Beach, Florida. From October 1991 until May
1993, Mr. Lines was a Senior Attorney with BANC ONE CORPORATION, Columbus,
Ohio. From May 1984 until October 1991, Mr. Lines was an attorney with Squire
Sanders & Dempsey, Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of the Corporate General Partner
and Assistant Secretary of Insignia since 1991. During the five years prior to
joining Insignia in 1991, she served in similar capacities for U. S. Shelter.
Ms. Buechler is a graduate of the University of North Carolina.
Item 10. Executive Compensation
Neither the Individual General Partner nor any of the directors and
officers of the Corporate General Partner received any remuneration from the
Registrant.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Except as noted below, no person or entity was known by the Registrant to
be the beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant as of November 30, 1995.
Number
Entity of Units Percentage
SP V Acquisition, LLC 13,171 25.07%
High River Limited Partnership 6,407 12.20%
No director or officer of the Corporate General Partner owns any Units.
The Corporate General Partner owns 100 Units as required by the terms of the
partnership agreement governing the Partnership.
Item 12. Certain Relationships and Related Transactions
The Individual General Partner and the Corporate General Partner received,
collectively, $2,517 as their prorata share of the distribution made during the
first quarter of 1995. No cash distributions were made during the remainder of
the year ended November 30, 1995. For a description of the share of cash
distributions from operations, if any, to which the general partners are
entitled, reference is made to the material contained in the Prospectus under
the heading PROFITS AND LOSSES AND CASH DISTRIBUTIONS.
The Registrant has a property management agreement with Insignia Management
Group, L.P. pursuant to which Insignia Management Group, L.P. has assumed direct
responsibility for day-to-day management of the Partnership's properties. This
service includes the supervision of leasing, rent collection, maintenance,
budgeting, employment of personnel, payment of operating expenses, etc.
Insignia Management Group, L.P. receives a property management fee equal to 5%
of apartment revenues. During the fiscal year ended November 30, 1995,
Insignia Management Group, L.P. received $614,669 in fees for property
management.
For a more detailed description of the management fee that Insignia
Management Group, L.P. is entitled to receive, see the material contained in the
Prospectus under the heading CONFLICTS OF INTEREST - Property Management
Services.
For a further description of payments made by the Registrant to affiliates
for services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Registrant, see Note E of the financial statements included as
part of this report.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report.
(b) Reports on Form 8-K filed in the fourth quarter of fiscal year 1995:
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SHELTER PROPERTIES V LIMITED PARTNERSHIP
By: Shelter Realty V Corporation
Corporate General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President
Date: February 22, 1996
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the date indicated.
/s/William H. Jarrard, Jr.
William H. Jarrard, Jr. Date: February 22, 1996
President
/s/Ronald Uretta
Ronald Uretta Date: February 22, 1996
Principal Financial
Officer and Principal
Accounting Officer
EXHIBIT INDEX
Exhibit
3 See Exhibit 4(a)
4 (a) Amended and Restated Certificate and Agreement of Limited
Partnership [included as Exhibit A to the Prospectus of Registrant
dated May 27, 1983 contained in Amendment No. 1 to Registration
Statement No. 2-81308, of Registrant filed June 8, 1982 (the
"Prospectus") and incorporated herein by reference].
(b) Subscription Agreement and Signature Page [included as Exhibit 4(A)
and 4(B) to the Registration Statement, incorporated herein by
reference].
(c) Promissory Note and Deed of Trust; Assignment of Leases, Rents &
Profits; and Security Agreement between The Mutual Benefit Life
Insurance Company and Shelter Properties V. [Filed as Exhibit 4(c)
to Form 10-K of Registrant filed February 26, 1988 and incorporated
herein by reference].
(d) Registrant agrees to furnish to the Securities and Exchange
Commission upon request a copy of any instrument with respect to
long term debt which does not exceed 10% of the total assets of the
Registrant.
10(i) Contracts related to acquisition of properties:
(a) Purchase Agreement dated May 23, 1983, between CFC 1978 Partnership
C and U.S. Shelter Corporation to acquire Foxfire Apartments.*
(b) Purchase Agreement dated May 14, 1983 between Old Salem and U.S.
Shelter Corporation to acquire Old Salem Apartments.*
(c) Purchase Agreement dated April 21, 1983 between Europco Management
Company of America and U.S. Shelter Corporation to acquire Woodland
Village Apartments.*
(d) Purchase Agreement dated May 6, 1983 between Europco Management
Company of America and U.S. Shelter Corporation to acquire Lake
Johnson Mews.*
*Filed as Exhibits 12(a) through 12(D),
respectively, to Amendment No. 1 of
Registration Statement No. 2-81308 of
Registrant filed May 24, 1983 and incorporated
herein by reference.
(e) Purchase Agreement dated June 17, 1983 between The Lexington
Apartments and U.S. Shelter Corporation to acquire The Lexington
Apartments. [Filed as Exhibit 12(E) to Post-Effective Amendment
No. 1 of Registration Statement No. 2-81308 of Registrant filed
June 27, 1983 and incorporated herein by reference].
(f) Purchase Agreement dated August 26, 1983 between James S. Quincey
and U.S. Shelter Corporation to acquire Millhopper Village
Apartments. [Filed as Exhibit 12(F) to Post-Effective Amendment No.
1 of Registration Statement No. 2-81308 of Registrant filed October
13, 1983 and incorporated herein by reference].
(g) Purchase Agreement dated November 21, 1983 between Southwest Realty,
Ltd. and U.S. Shelter Corporation to acquire Greenspoint Apartments
[Filed as Exhibit 10(A) to Form 8-K of Registrant dated December 8,
1983 and incorporated herein by reference].
(h) Purchase Agreement dated December 14, 1983 between Virginia Real
Estate Investors and U.S. Shelter Corporation to acquire Tar River
Estates. [Filed as Exhibit 10(B) to Form 8-K of Registrant dated
December 8, 1983 and incorporated herein by reference].
(i) Promissory Note dated December 10, 1991 and Deed of Trust and
Security Agreement dated December 18, 1991 for the refinancing of
Old Salem Apartments. [Filed as Exhibit 3(d) to Form 10-K of
Registrant filed February 28, 1992 and incorporated herein by
reference].
(ii) Form of Management Agreement with U.S. Shelter Corporation subsequently
assigned to Shelter Management Group, L.P. (now known as Insignia
Management Group, L.P.) [Filed as Exhibit 10 (ii) to Form 10-K of
Registrant filed February 26, 1988 and incorporated herein by reference].
(iii) Contracts related to refinancing of debt:
(a) First Deeds of Trust and Security Agreements dated October 28, 1992
between New Shelter Properties V Limited Partnership and Joseph
Philip Forte (Trustee) and First Commonwealth Realty Credit
Corporation, a Virginia Corporation securing the following
properties: Tar River and The Lexington. **
(b) Second Deeds of Trust and Security Agreements dated October 28, 1992
between New Shelter Properties V Limited Partnership and Joseph
Philip Forte (Trustee) and First Commonwealth Realty Credit
Corporation, A Virginia Corporation, securing the following
properties: Tar River and The Lexington. **
(c) First Assignments of Leases and Rents dated October 28, 1992 between
New Shelter Properties V Limited Partnership and Joseph Philip Forte
(Trustee) and First Commonwealth Realty Credit Corporation, a
Virginia Corporation, securing the following properties: Tar River
and The Lexington. **
(d) Second Assignments of Leases and Rents dated October 28, 1992
between New Shelter Properties V Limited Partnership and Joseph
Philip Forte (Trustee) and First Commonwealth Realty Credit
Corporation, a Virginia Corporation, securing the following
properties: Tar River and The Lexington. **
(e) First Deeds of Trust Notes dated October 28, 1992 between New
Shelter Properties V Limited Partnership and First Commonwealth
Realty Credit Corporation, relating to the following properties:
Tar River and The Lexington. **
(f) Second Deeds of Trust Notes dated October 28, 1992 between New
Shelter Properties V Limited Partnership and First Commonwealth
Realty Credit Corporation, relating to the following properties:
Tar River and The Lexington.**
**Filed as Exhibits 10 (iii) a through f,
respectively, to Form 10-KSB - Annual or
Transitional Report filed February 26, 1993
and incorporated herein by reference.
(g) Modification to Security Instruments dated January 31, 1994, between
Foxfire V Limited Partnership and John Hancock Mutual Life Insurance
Company, relating to Foxfire Apartments.***
(h) Deposit and Security Agreement dated January 31, 1994, between
Foxfire V Limited Partnership and John Hancock Real Estate Finance,
Inc., relating to Foxfire Apartments.***
***Filed as Exhibits 10(iii) g and h,
respectively, to Form 10KSB - Annual or
Transitional Report filed February 28, 1994
and incorporated herein by reference.
22 Subsidiaries of the Registrant.
27 Financial Data Schedule.
99 (a) Prospectus of Registrant dated May 27, 1983 (included in
Registration Statement No. 2-81308, of Registrant and incorporated
herein by reference).
(b) Agreement of Limited Partnership for New Shelter V, Limited
Partnership between Shelter V GP Limited Partnership and Shelter V
Limited Partnership entered into on October 21, 1992. (Filed as
Exhibit 28 (b) to Form 10-KSB Annual or Transitional Report filed
February 26, 1993 and incorporated herein by reference.)
(c) Agreement of Limited Partnership for Foxfire Apartments V Limited
Partnership between Shelter V GP Limited Partnership and Shelter
Properties V Limited Partnership entered into on September 13,
1992. (Filed as Exhibit 28 (c) to Form 10-KSB - Annual or
Transitional Report filed February 26, 1993 and incorporated herein
by reference.)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties V 1995 10-KSB and is qualified in its entirety by
reference to such 10-KSB.
</LEGEND>
<CIK> 0000712753
<NAME> SHELTER PROPERTIES V
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-END> NOV-30-1995
<CASH> 790,730
<SECURITIES> 0
<RECEIVABLES> 41,430
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,721,395
<PP&E> 72,840,199
<DEPRECIATION> 34,414,584
<TOTAL-ASSETS> 43,825,655
<CURRENT-LIABILITIES> 1,589,510
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 13,259,466
<TOTAL-LIABILITY-AND-EQUITY> 43,825,655
<SALES> 12,484,167
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 13,039,832
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,575,748
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (341,871)
<EPS-PRIMARY> (6.44)
<EPS-DILUTED> 0
</TABLE>
