FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended November 30, 1996
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-11574
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. $12,861,000
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. Market Value
information for the Registrant's partnership interests is not available. Should
a trading market develop for these interests, it is the Managing General
Partners' belief that such trading would not exceed $25,000,000.
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 Residential 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 Residential 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 mortgage. 308 units
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
Sarasota, Florida to first and second 267 units
mortgages.
Millhopper Village Apartments11/22/83 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:
(in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Foxfire Apts. $ 10,253 $ 5,630 5-29 yrs S/L $ 1,998
Old Salem Apts. 15,624 8,018 5-28 yrs S/L 2,963
Woodland Village Apts. 11,858 5,963 5-30 yrs S/L 2,464
Lake Johnson Mews Apts. 8,094 3,907 5-30 yrs S/L 1,810
The Lexington Apts. 9,687 4,247 5-34 yrs S/L 2,883
Millhopper Village Apts. 5,493 2,820 5-29 yrs S/L 1,119
Tar River Estates 13,052 6,861 5-27 yrs S/L 2,671
$ 74,061 $37,446 $ 15,908
See "Note A" to the financial statements in "Item 7" for a description of the
Partnership's depreciation policy.
Schedule of Mortgages:
(in thousands)
Principal Principal
Balance At Stated Balance
November 30, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
Foxfire
1st Mortgage $ 4,792 7.50% (1) 02/01/99 $ 4,595
Old Salem
1st Mortgage 6,629 10.375% (2) 12/10/16 65
Woodland Village
1st Mortgage 4,950 7.33% none 11/01/03 4,950
Lake Johnson Mews
1st Mortgage 4,350 7.33% none 11/01/03 4,350
The Lexington
1st Mortgage 3,617 7.60% (3) 11/15/02 2,870
2nd Mortgage 123 7.60% none 11/15/02 123
Millhopper Village
1st Mortgage 2,700 7.33% none 11/01/03 2,700
Tar River Estates
1st Mortgage 4,996 7.60% (3) 11/15/02 3,965
2nd Mortgage 169 7.60% none 11/15/02 169
32,326
Less unamortized
discounts (442)
$31,884
(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 is being amortized over 257 months with a balloon
payment due November 15, 2002.
On November 13, 1996, the Partnership refinanced the mortgage notes at Woodland
Village, Lake Johnson Mews, and Millhopper Village. Gross proceeds from the
refinancing were $12,000,000 of which approximately $8,053,000 was used to pay
off the existing mortgage debts (including accrued interest and pre-payment
penalties). The new notes require monthly interest only payments at a fixed
interest rate of 7.33%, and have balloon payments due on November 1, 2003. The
old debt carried fixed and variable interest rates ranging from 7.5% to 9.5%
with maturities beginning in January 1997.
Average annual rental rate and occupancy for 1996 and 1995 for each property:
Average Annual Average Annual
Rental Rates Occupancy
1996 1995 1996 1995
Foxfire $7,040 $6,392 94% 96%
Old Salem 6,894 6,978 87% 88%
Woodland Village 6,768 6,466 93% 95%
Lake Johnson Mews 7,512 6,999 95% 97%
The Lexington 7,346 7,133 96% 94%
Millhopper Village 7,342 7,089 97% 98%
Tar River Estates 5,874 5,645 87% 89%
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 1996 for each property were:
1996 1996
Billing Rate
Foxfire $ 94,551 4.15
Old Salem 85,000 .72
Woodland Village 146,429 30.48
Lake Johnson Mews 64,968 1.22
The Lexington 172,780 2.59
Millhopper Village 79,820 2.76
Tar River Estates 130,238 1.40
Due to these properties having a fiscal year different than the real estate
tax year, tax expense does not agree to the 1996 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
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 (an affiliate of the
Corporate General Partner) 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
Affiliated Purchaser, of which approximately $2,084,000 is Shelter Properties
V's portion; 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 (which amount is divided among
the various partnerships and acquiring entities) for plaintiffs' attorney fees
and expenses in the litigation; and general releases of all the defendants.
On June 24, 1996, after notice to the class and a hearing on the fairness and
adequacy of notice and the terms of settlement, the court orally approved the
settlement. The court signed the formal order on July 30, 1996. No appeal was
filed within thirty days after the court entered the formal order, and the
settlement became effective on August 30, 1996. The Affiliated Purchaser made
the payments to investors in accordance with the settlement in early September
1996.
PART II
Item 4. Submission of Matters to a Vote of Security Holders
During the fiscal year ended November 30, 1996, no matter was submitted to a
vote of security holders through the solicitation of proxies or otherwise.
Item 5. Market for the Registrant's Units of Limited Partnership and Related
Partner Matters
There is no established market for the Units and it is not anticipated that any
will occur in the foreseeable future. As of November 30, 1996, there were 3,328
holders of record owning an aggregate of 52,538 Units.
Distributions of approximately $500,000 and $252,000 were made in 1996 and 1995,
respectively. 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. Subsequent to year end, the Partnership paid a
distribution of approximately $3.5 million.
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, 1996, of
approximately $482,000 and a net loss of approximately $342,000 for the
corresponding period of 1995. The increase in net loss for the year ended
November 30, 1996, is primarily due to an increase in maintenance expense in
1996 and the recognition in 1995 of casualty gains. The casualty gains, totaling
approximately $214,000, were the result of fires at Woodland Village and Old
Salem Apartments (both fires were covered by insurance). The increase in
maintenance expense is due to the repair of mansard roofs, major sewer
replacements, exterior painting, and the replacement of counter tops at Tar
River; front entrance stucco repair and shrubbery replacement at Foxfire; vinyl
siding replacement and the installation of water conservation devices at
Woodland Village; exterior and interior painting at Old Salem; and exterior
building repairs necessitated by hurricane damage as well as clubhouse
renovations at Lake Johnson Mews. Additionally, all of the properties required
additional ground care due to the unusually harsh winter. Partially offsetting
the increase in maintenance expenses was a decrease in general and
administrative expenses due to the decrease in 1996 of costs associated with the
1995 tender offers and subsequent lawsuits.
Included in maintenance expense is approximately $854,000 of major repairs and
maintenance comprised of interior and exterior building expenses, painting,
landscaping, and parking lot expenses.
The Partnership recorded a casualty gain during 1995 resulting from a fire to
the roof and interiors of four units at Woodland Village Apartments. The damage
resulted in a gain of approximately $32,000 arising from proceeds from the
Partnership's insurance carrier of approximately $73,000 which exceeded the
basis of the property plus 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 approximately $182,000 arising from
proceeds from the Partnership's insurance carrier of approximately $285,000
which exceeded the basis of the property plus expenses to replace the interiors
of the damaged building.
For the year ended November 30, 1996, the Partnership recognized an
extraordinary loss of approximately $84,000 in conjunction with the November
mortgage refinancings. This loss is attributable to the write-off of the
remaining balances of loan costs which were being amortized over the lives of
the old mortgages, as well as pre-payment penalties associated with the early
payoff of the old loans.
Management relies on the annual appraisals performed by outside appraisers to
assess whether or not indicators of impairment exist with regard to the
Partnership's 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 judgment, 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 compared to the undiscounted
future cash flows attributable to that property. If such undiscounted future
cash flows are not sufficient to recover the related property's carrying amount,
such property 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 years ended November 30, 1996 and 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, 1996, the Partnership had unrestricted cash of approximately
$6,108,000 compared to approximately $3,256,000 at November 30, 1995. Net cash
provided by operating activities was comparable to that of 1995. Net cash used
in investing activities increased in 1996 as a result of an increase in net
deposits to restricted escrows coupled with a decrease in receipts from
restricted escrows. In addition, insurance proceeds attributable to property
damage were received in 1995 with no corresponding receipts in 1996. Partially
offsetting these items was a decrease in capital expenditures in 1996. Net cash
provided by financing activities increased due to the Partnership's refinancing
of the mortgages encumbering Lake Johnson Mews, Woodland Village, and Millhopper
Village in 1996, with no corresponding refinancing in 1995.
On November 13, 1996, the Partnership refinanced the mortgage notes at Woodland
Village, Lake Johnson Mews, and Millhopper Village. Gross proceeds from the
refinancing were $12,000,000 of which approximately $8,053,000 was used to pay
off the existing mortgage debts (including accrued interest and pre-payment
penalties). The new notes require monthly interest only payments at a fixed
interest rate of 7.33%, and have balloon payments due on November 1, 2003. The
old debt carried fixed and variable interest rates ranging from 7.5% to 9.5%
with maturities beginning in January 1997. As a result of these refinancings,
the Partnership recorded an extraordinary loss of approximately $84,000.
The Partnership has no material capital programs scheduled to be performed in
1997, although certain routine capital expenditures and maintenance expenses
have been budgeted. These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations or is received from the
capital reserve account.
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 approximately $31,884,000, net of discount, is amortized over
varying periods with required balloon payments ranging from February 1, 1999, to
December 10, 2016, 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, 1996, and 1995, the Partnership made distributions
of $500,000 and $252,000, respectively. Subsequent to year-end, in January
1997, the Partnership made a distribution of approximately $3.5 million.
ITEM 7. FINANCIAL STATEMENTS
SHELTER PROPERTIES V LIMITED PARTNERSHIP
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheet--November 30, 1996
Consolidated Statements of Operations--Years ended November 30, 1996 and 1995
Consolidated Statements of Changes in Partners' Capital (Deficit)--Years ended
November 30, 1996 and 1995
Consolidated Statements of Cash Flows--Years ended November 30, 1996 and 1995
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, 1996, 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, 1996.
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, 1996, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended November 30, 1996, in conformity with generally accepted accounting
principles.
/s/ERNST & YOUNG LLP
Ernst & Young LLP
Greenville, South Carolina
January 20, 1997
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
November 30, 1996
<TABLE>
<CAPTION>
<S> <C> <C>
Assets
Cash:
Unrestricted $ 6,108
Restricted--tenant security deposits 371
Accounts receivable 26
Escrow for taxes and insurance 413
Restricted escrows 1,285
Other assets 890
Investment properties: (Note B & E)
Land $ 4,242
Buildings and related personal property 69,819
74,061
Less accumulated depreciation (37,446) 36,615
$45,708
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 368
Tenant security deposits 371
Accrued taxes 268
Other liabilities 539
Mortgage notes payable (Note B) 31,884
Partners' Capital (Deficit)
General partner $ (315)
Limited partners (52,538 units
issued and outstanding) 12,593 12,278
$45,708
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
Years Ended November 30,
1996 1995
Revenues:
Rental income $12,144 $11,812
Other income 717 672
Casualty gains -- 214
12,861 12,698
Expenses:
Operating 4,096 4,040
General and administrative 328 592
Maintenance 2,326 1,960
Depreciation 3,045 2,913
Interest 2,686 2,758
Property taxes 778 777
13,259 13,040
Loss before extraordinary item (398) (342)
Extraordinary item - loss on extinguishment
of debt (Note B) (84) --
Net loss (Note C) $ (482) $ (342)
Net loss allocated to general partner (1%) $ (5) $ (3)
Net loss allocated to limited partners (99%) (477) (339)
$ (482) $ (342)
Per limited partnership unit:
Loss before extraordinary item $ (7.50) $ (6.44)
Extraordinary item (1.58) --
Net loss per limited partnership unit $ (9.08) $ (6.44)
See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital
contributions 52,538 $ 2 $ 52,538 $52,540
Partners' (deficit) capital
at November 30, 1994 52,538 $ (305) $ 14,159 $13,854
Distributions to Partners (2) (250) (252)
Net loss for the year
ended November 30, 1995 (3) (339) (342)
Partners' (deficit) capital
at November 30, 1995 52,538 (310) 13,570 13,260
Distributions to Partners -- (500) (500)
Net loss for the year
ended November 30, 1996 (5) (477) (482)
Partners' (deficit) capital
at November 30, 1996 52,538 $ (315) $ 12,593 $12,278
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended November 30,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (482) $ (342)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 3,045 2,913
Amortization of discounts and loan costs 143 164
Casualty gains -- (214)
Extraordinary item - loss on early
extinguishment of debt 84 --
Change in accounts:
Restricted cash (12) 17
Accounts receivable 15 (23)
Escrow for taxes and insurance (92) 309
Other assets (44) (36)
Accounts payable (78) 44
Tenant security deposit liabilities 12 (29)
Accrued taxes 72 (251)
Other liabilities (47) 30
Net cash provided by operating activities 2,616 2,582
Cash flows from investing activities:
Property improvements and replacements (1,235) (1,966)
Deposits to restricted escrows (619) (280)
Receipts from restricted escrows 78 407
Insurance proceeds from property damage -- 288
Net cash used in investing activities (1,776) (1,551)
Cash flows from financing activities:
Payments on mortgage notes payable (1,293) (768)
Repayment of mortgage notes payable (7,862) --
Proceeds from long-term borrowing 12,000 --
Loan costs (333) --
Partners' distributions (500) (252)
Net cash provided by (used in)
financing activities 2,012 (1,020)
Net increase in cash 2,852 11
Cash at beginning of period 3,256 3,245
Cash at end of period $ 6,108 $ 3,256
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,562 $ 2,590
<FN>
See Accompanying Notes to Consolidated Financial Statements
</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. At November 30, 1996,
affiliates of Insignia own a total of 13,570 Units of the Partnership.
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.
Years Ended November 30,
1996 1995
(in thousands)
Net cash provided by operating activities $ 2,616 $ 2,582
Property improvements and replacements (1,235) (1,966)
Payments on mortgage notes payable (1,293) (768)
Changes in reserves for net operating
liabilities 174 (60)
Changes in restricted escrows, net (541) 127
Insurance proceeds from property damage -- 288
Additional operating reserves -- (205)
Net cash used in operations $ (279) $ (2)
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 to 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, 1995, the
Partnership had a balance of $2,785,000 of undistributed net proceeds from prior
refinancings. As a result of the 1996 refinancings, the Partnership received an
additional $3,064,000 in excess proceeds. As of November 30, 1996, the
Partnership retained a balance of $5,849,000 in undistributed net proceeds from
refinancings. A distribution was made in January 1997, however, of
approximately $3,500,000, of which $3,064,000 represented proceeds from
refinancings.
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 1996 and 1995 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 - In conjunction with the 1996 refinancing of
the mortgage notes encumbering Woodland Village, Lake Johnson Mews and
Millhooper Village, capital improvement escrows totaling approximately $549,000
were established with a portion of the proceeds from the new notes.
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 $696,000, which includes interest earned on these funds.
Escrows for Taxes and Insurance: Currently, these funds are held by the
mortgagor for Foxfire. For Lake Johnson Mews, Tar River, The Lexington, Old
Salem, Woodland Village and Millhopper, the escrows are held by the Partnership.
All escrowed 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 changes in other reserves during 1996 and 1995 were approximately
$174,000 and ($60,000), 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. During 1996, in
connection with the refinancing of Woodland Village, Lake Johnson Mews, and
Millhopper Village, an additional $333,000 was capitalized.
Cash and Cash Equivalents:
Unrestricted - Unrestricted cash includes cash on hand and in banks as
well as Certificates of Deposit with original maturities less than 90 days, or
other money market investments offering appropriate levels of liquidity. At
certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.
Restricted Cash - tenant security deposits - The Partnership requires
security deposits from lessees for the duration of the lease and such deposits
are considered restricted cash. Deposits are refunded when the tenant vacates
the apartment, provided that the unit has not been damaged, and rental payments
are current.
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 periods, or in response to heavy competition from other
complexes in the area. Concessions are charged to expense as incurred.
Investment Properties: The Partnership's investment properties consist of seven
apartment complexes stated at cost. Prior to the fourth quarter of 1995, costs
of apartment properties that were permanently impaired were written down to
appraised value. The Corporate General Partner relied 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 judgment,
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 used
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 was stated on the
books of the Partnership above the estimated value given in the appraisal was
written down to the estimated value given by the appraiser. The appraiser
assumed a stabilized occupancy at the time of the appraisal and, therefore, any
impairment of value was considered to be permanent by the Corporate General
Partner.
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 related asset's
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. For the years ended
November 30, 1996 and 1995, no adjustments for impairment of value were
recorded.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $129,000
and $110,000 for the years ended November 30, 1996 and 1995, respectively.
Fair Value: During the first quarter of 1996, the Partnership adopted "FASB
Statement No. 107, Disclosure about Fair Value of Financial Instruments," which
requires disclosure of fair value information about financial instruments for
which it is practicable to estimate such value. The carrying amount of the
Partnership's cash and cash equivalents approximates fair value due to their
short-term maturities. The Partnership estimates the fair value of its fixed
rate mortgages by discounted cash flow analysis, based on estimated borrowing
rates currently available to the Partnership.
Reclassifications: Certain reclassifications have been made to the 1995
information to conform to the 1996 presentation.
Note B - Mortgage Notes Payable
The principal terms of mortgage notes payable are as follows (dollars in
thousands):
Principal Monthly Principal
Balance At Payment Stated Balance
November 30, Including Interest Maturity Due At
Property 1996 Interest Rate Date Maturity
Foxfire
1st Mortgage $ 4,792 $ 37 7.50% 02/01/99 $4,595
Old Salem
1st Mortgage 6,629 65 10.375% 12/10/16 65
Woodland Village
1st Mortgage 4,950 30 7.33% 11/01/03 4,950
Lake Johnson Mews
1st Mortgage 4,350 27 7.33% 11/01/03 4,350
The Lexington
1st Mortgage 3,617 31 7.60% 11/15/02 2,870
2nd Mortgage 123 1 7.60% 11/15/02 123
Millhopper Village
1st Mortgage 2,700 16 7.33% 11/01/03 2,700
Tar River Estates
1st Mortgage 4,996 43 7.60% 11/15/02 3,965
2nd Mortgage 169 1 7.60% 11/15/02 169
32,326 $ 251
Less unamortized
discounts (442)
$31,884
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 approximately
$677,000 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%.
In addition, on November 13, 1996, the Partnership refinanced the mortgage notes
at Woodland Village, Lake Johnson Mews, and Millhopper Village. Gross proceeds
from the refinancing were $12,000,000 of which approximately $8,053,000 was used
to pay off the existing mortgage debts (including accrued interest and pre-
payment penalties). The new notes require monthly interest only payments at a
fixed interest rate of 7.33%, and have balloon payments due on November 1, 2003.
The old debt carried fixed and variable interest rates ranging from 7.5% to 9.5%
with maturities beginning in January 1997. As a result of these refinancings,
the Partnership recorded an extraordinary loss of approximately $84,000.
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.
The estimated fair value of the Partnership's aggregate debt is approximately
$33,537,000. This estimate is not necessarily indicative of the amounts the
Partnership might pay in actual market conditions.
Scheduled principal payments of mortgage notes payable subsequent to November
30, 1996, are as follows (in thousands):
1997 $ 437
1998 475
1999 5,025
2000 451
2001 490
Thereafter 25,448
$32,326
Note C - 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.
The following is a reconciliation of reported net loss and Federal taxable loss
(in thousands, except per unit data):
1996 1995
Net loss as reported $ (482) $ (342)
Add (deduct):
Amortization of present value discounts (5) 20
Depreciation differences (1,015) (1,019)
Change in prepaid rental (82) 63
Other (11) 27
Accrued legal expenses (124) 124
Casualty gain not reported for taxes -- (214)
Federal taxable loss $ (1,719) $ (1,341)
Federal taxable loss per limited
partnership unit $ (32.39) $ (25.27)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):
Net assets as reported $ 12,278
Buildings 6,667
Accumulated depreciation (27,373)
Syndication fees 6,746
Other 176
Net assets - tax basis $ (1,506)
Note D - 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. Property management fees paid to
affiliates of Insignia during the years ended November 30, 1996 and 1995, are
included in operating expenses on the consolidated statement of operations, and
are reflected in the following table. Also presented are the aggregate amounts
of reimbursements received by the Corporate General Partner and its affiliates
for Partnership related expenditures (in thousands):
1996 1995
Property management fees $632 $615
Reimbursement for services
of affiliates 238 200
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.
A director of Insignia Financial Group, Inc. is affiliated with a professional
legal association that received fees in connection with the 1996 refinancing of
Woodland Village, Lake Johnson Mews, and Millhopper Village (see Note B). These
fees totaled $36,000 and have been capitalized as loan costs.
Note E - Real Estate and Accumulated Depreciation
<TABLE>
<CAPTION>
Investment Properties
(in thousands) Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Foxfire Apartments
Atlanta, Georgia $ 4,792 $ 830 $ 9,122 $ 301
Old Salem Apartments
Charlottesville, Virginia 6,629 654 12,664 2,306
Woodland Village Apartments
Columbia, South Carolina 4,950 605 9,135 2,118
Lake Johnson Mews Apartments
Raleigh, North Carolina 4,350 338 6,725 1,031
The Lexington Apartments
Sarasota, Florida 3,740 1,102 6,620 1,965
Millhopper Village Apartments
Gainesville, Florida 2,700 239 4,305 949
Tar River Estates
Greenville, North Carolina 5,165 474 9,985 2,593
Totals $32,326 $4,242 $58,556 $11,263
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At November 30, 1996
(in thousands)
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 $ 9,423 $10,253 $ 5,630 1969-1971 07/19/83 5-29
Old Salem
Charlottesville, Virginia 654 14,970 15,624 8,018 1969-1971 08/25/83 5-28
Woodland Village
Columbia, South Carolina 605 11,253 11,858 5,963 1974 09/01/83 5-30
Lake Johnson Mews
Raleigh, North Carolina 338 7,756 8,094 3,907 1972-1973 09/30/83 5-30
The Lexington
Sarasota, Florida 1,102 8,585 9,687 4,247 1973-1982 10/31/83 5-34
Millhopper Village
Gainesville, Florida 239 5,254 5,493 2,820 1970-1976 11/22/83 5-29
Tar River Estates
Greenville, North Carolina 474 12,578 13,052 6,861 1969-1972 01/18/84 5-27
Totals $4,242 $69,819 $74,061 $37,446
</TABLE>>
Reconciliation of "Real Estate and Accumulated Depreciation":
Years Ended November 30,
1996 1995
Real Estate
Balance at beginning of year $72,840 $ 71,196
Property improvements 1,235 1,966
Disposals of property (14) (322)
Balance at End of Year $74,061 $ 72,840
Accumulated Depreciation
Balance at beginning of year $34,414 $ 31,704
Additions charged to expense 3,045 2,913
Disposals of property (13) (203)
Balance at end of year $37,446 $ 34,414
The aggregate cost of the real estate for Federal income tax purposes at
November 30, 1996 and 1995, is approximately $80,727,000 and approximately
$79,540,000. The accumulated depreciation taken for Federal income tax purposes
at November 30, 1996 and 1995, is approximately $64,819,000 and $60,759,000.
Note F - 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 (an affiliate of the
Corporate General Partner) 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
Affiliated Purchaser, of which approximately $2,084,000 is Shelter Properties
V's portion; waiver by the Shelter Properties Partnerships' 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 (which amount is divided among
the various partnerships and acquiring entities) for plaintiffs' attorney fees
and expenses in the litigation; and general releases of all the defendants.
On June 24, 1996, after notice to the class and a hearing on the fairness and
adequacy of notice and the terms of settlement, the court orally approved the
settlement. The court signed the formal order on July 30, 1996. No appeal was
filed within thirty days after the court entered the formal order, and the
settlement became effective on August 30, 1996. The Affiliated Purchaser made
the payments to investors in accordance with the settlement in early September
1996.
Note G - 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 approximately $32,000 arising from proceeds
from the Partnership's insurance carrier of approximately $73,000 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 approximately $182,000
arising from proceeds receivable from the Partnership's insurance carrier of
approximately $285,000 which exceeded the basis of the property and expenses to
replace the interiors of the building damaged.
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 58, 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. 50 President and Director
Ronald Uretta 40 Vice President and Treasurer
John K. Lines, Esq. 37 Vice President and Secretary
Kelley M. Buechler 39 Assistant Secretary
Mr. Jarrard, who had previously served as Vice President, became President in
August 1994. In June 1994, Mr. Lines became Vice President and Secretary and
Ms. Buechler, who had previously held the position of Secretary, became
Assistant Secretary.
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration and Asset Management from July 1994 until January
1996.
Ronald Uretta has been Insignia's Treasurer since January 1992. Since August
1996, he has also served as Chief Operating Officer. He has also served as
Secretary from January 1992 to June 1994 and as Chief Financial Officer from
January 1992 to August 1996. Since September 1990, Mr. Uretta has also served
as the Chief Financial Officer and Controller of Metropolitan Asset Group.
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 has been 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 with U. S. Shelter.
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, 1996.
Number
Entity of Units Percentage
SP V Acquisition, LLC 13,470 25.64%
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, no proceeds from the distribution made during the second quarter
of 1996, except for the 100 Units which the Corporate General Partner is
required to own. No cash distributions were made during the remainder of the
year ended November 30, 1996. 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 Residential
Group, L.P. pursuant to which Insignia Residential 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 Residential Group, L.P. receives a property management fee equal
to 5% of apartment revenues. During the fiscal year ended November 30, 1996,
Insignia Residential Group, L.P. received approximately $632,000 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 D" 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 1996:
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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 28, 1997
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 28, 1997
President
/s/Ronald Uretta
Ronald Uretta Date: February 28, 1997
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
Cand 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.
(i) Multifamily Note secured by a Mortgage or Deed of Trust dated November
1, 1996, between Shelter Properties V Limited Partnership and Lehman
Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman
Brothers Holdings Inc., relating to Woodland Village Apartments.
(j) Multifamily Note secured by a Mortgage or Deed of Trust dated November
1, 1996, between Shelter Properties V Limited Partnership and Lehman
Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman
Brothers Holdings Inc., relating to Lake Johnson Mews Apartments.
(k) Multifamily Note secured by a Mortgage or Deed of Trust dated November
1, 1996, between Shelter Properties V Limited Partnership and Lehman
Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman
Brothers Holdings Inc., relating to Millhopper Village Apartments.
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 Limited Partnership 1996 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000712753
<NAME> SHELTER PROPERTIES V LIMITED PARTNERSHIP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> NOV-30-1996
<CASH> 6,108
<SECURITIES> 0
<RECEIVABLES> 26
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 74,061
<DEPRECIATION> 37,446
<TOTAL-ASSETS> 45,708
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 31,884
0
0
<COMMON> 0
<OTHER-SE> 12,278
<TOTAL-LIABILITY-AND-EQUITY> 45,708
<SALES> 0
<TOTAL-REVENUES> 12,861
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,259
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,686
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (482)
<EPS-PRIMARY> (9.08)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
Exhibit 10 (iii) (i)
Loan No. 734079842
Woodland Village
MULTIFAMILY NOTE
US $4,950,000.00
New York, New York
As of November 1, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of Four
Million Nine Hundred Fifty Thousand and 00/100 Dollars, with interest on the
unpaid principal balance from the date of this Note, until paid, at the rate of
7.33 percent per annum. Interest only shall be payable at 3 World Financial
Center, New York, New York 10285, or such other place as the holder hereof may
designate in writing, in consecutive monthly installments of Thirty Thousand Two
Hundred Thirty-Six and 25/100 Dollars (US $30,236.25) on the first of each month
beginning December 1, 1996, until the entire indebtedness evidenced hereby is
fully paid, except that any remaining indebtedness, if not sooner paid, shall be
due and payable on November 1, 2003.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any
default in the payment of this Noteand if the same is referred to an attorney at
law for collection or any action at law or in equity is brought with respect
hereto, the undersigned shall pay the holder hereof all expenses and costs,
including, but not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of day this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
The undersigned shall pay any installment of interest due hereunder within
ten (10) calendar days after such installment of interest is due. The
undersigned shall pay any other installment due hereunder or due in accordance
with the terms of the Mortgage or Deed of Trust securing this Note, within
thirty (30) calendar days of the date such installment is due.
IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to be executed by its representatives thereunto duly authorized.
SHELTER PROPERTIES V LIMITED PARTNERSHIP,
a South Carolina limited partnership
By: Shelter Realty V Corporation, a South Carolina
corporation, its general partner
By: /s/ Kelley M. Buechler
Name: Kelley M. Buechler
Title: Vice President
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 1st day of November, 1996.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman Brothers
Holdings Inc., a Delaware corporation
By: /s/ Pat Hughson
Name: Pat Hughson
Title: Authorized Signatory
Exhibit 10 (iii) (j)
Loan No. 734079850
Lake Johnson Mews
MULTIFAMILY NOTE
US $4,350,000.00
New York, New York
As of November 1, 1996
For Value Received, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of Four
Million Three Hundred Thousand and 00/100 Dollars, with interest on the unpaid
principal balance from the date of this Note, until paid, at the rate of 7.33
percent per annum. Interest only shall be payable at 3 World Financial Center,
New York, New York 10285, or such other place as the holder hereof may designate
in writing, in consecutive monthly installments of Twenty-Six Thousand Five
Hundred Seventy-One and 25/100 Dollars (US $26,571.25) on the first day of each
month beginning December 1, 1996, until the entire indebtedness evidenced hereby
is fully paid, except that any remaining indebtedness, if not sooner paid, shall
be due and payable on November 1, 2003.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
The undersigned shall pay any installment of interest due hereunder within
ten (10) calendar days after such installment of interest is due. The
undersigned shall pay any other installment due hereunder or due in accordance
with the terms of the Mortgage or Deed of Trust securing this Note, within
thirty (30) calendar days of the date such installment is due.
IN WITNESS WHEREOF, Borrower has executed this Note under seal or has
caused the same to be executed under seal by its representatives thereunto duly
authorized.
SHELTER PROPERTIES V LIMITED PARTNERSHIP,
a South Carolina limited partnership [Seal]
[Corporate Seal]
By: Shelter Realty V Corporation, a South Carolina
corporation, its general partner
ATTEST:
/s/ Kelley M. Buechler BY: /s/ William H. Jarrard, Jr.
Assistant Secretary Name: William H. Jarrard, Jr.
Title: President
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 1st day of November, 1996.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman Brothers
Holdings Inc., a Delaware corporation
By: /s/ Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
Exhibit 10 (iii) (k)
Loan No. 734079869
Millhopper Village
MULTIFAMILY NOTE
US $2,700,000.00
New York, New York
As of November 1, 1996
For Value Received, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of Two
Million Seven Hundred Thousand and 00/100 Dollars, with interest on the unpaid
principal balance from the date of this Note, until paid, at the rate of 7.33
percent per annum. Interest only shall be payable at 3 World Financial Center,
New York, New York 10285, or such other place as the holder hereof may designate
in writing, in consecutive monthly installments of Sixteen Thousand Four Hundred
Ninety-Two and 50/100 Dollars (US $16,492.50) on the first day of each month
beginning December 1, 1996, until the entire indebtedness evidenced hereby is
fully paid, except that any remaining indebtedness, if not sooner paid, shall be
due and payable on November 1, 2003.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, agree in writing with the undersigned
to modify the rate of interest or period of amortization of this Note or change
the amount of and the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
The undersigned shall pay any installment of interest due hereunder within
ten (10) calendar days after such installment of interest is due. The
undersigned shall pay any other installment due hereunder or due in accordance
with the terms of the Mortgage or Deed of Trust securing this Note, within
thirty (30) calendar days of the date such installment is due.
DOCUMENTARY STAMP TAX IN THE AMOUNT OF $9,450 HAS BEEN PAID IN CONNECTION
WITH THIS NOTE, AND PROPER DOCUMENTARY STAMPS HAVE BEEN AFFIXED TO OR NOTED ON
THE MORTGAGE SECURING THIS NOTE.
IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to be executed by its representatives thereunto duly authorized.
SHELTER PROPERTIES V LIMITED PARTNERSHIP,
a South Carolina limited partnership
By: Shelter Realty V Corporation, a South Carolina corporation
authorized to transact business in Florida as
Shelter Realty V Corporation of South Carolina,
its general partner
Witnesses:
By: /s/ Kelley M. Buechler
/s/ Toni Malek Name: Kelley M. Buechler
Name: Toni Malek Title: Vice President
/s/ Carson Leonard
Name: Carson Leonard PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 1st day of November, 1996.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman Brothers
Holdings Inc., a Delaware corporation
By: /s/ Larry J. Kravetz
Name: Larry J. Kravetz
Title: Authorized Signatory
