VISTA PROPERTIES
10-Q, 1996-05-15
REAL ESTATE
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                                  UNITED STATES


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-Q

(Mark one)
[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
       THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 1996

                                       OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
       THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ___________ to _____________

                         Commission file number 0-11890


                                VISTA PROPERTIES
             (Exact name of registrant as specified in its charter)


    California                                             13-3179078
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)


411 West Putnam Avenue              Greenwich, CT                    06830
(Address of principal executive offices)                           (Zip Code)


                                 (203) 862-7000
              (Registrant's telephone number, including area code)




              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by checkmark  whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 [   ]
<PAGE>
                                VISTA PROPERTIES

                             (A limited partnership)

                           FORM 10-Q - MARCH 31, 1996



                                      INDEX



PART I - FINANCIAL INFORMATION

    ITEM 1 - FINANCIAL STATEMENTS

       BALANCE SHEETS - March 31, 1996 and December 31, 1995


       STATEMENTS OF OPERATIONS - For the three months ended
       March 31, 1996 and 1995


       STATEMENT OF PARTNERS' DEFICIT - For the three months ended
       March 31, 1996


       STATEMENTS OF CASH FLOWS - For the three months ended
       March 31, 1996 and 1995


       NOTES TO FINANCIAL STATEMENTS

    ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS


PART II - OTHER INFORMATION

    ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES
<PAGE>
 PART I - FINANCIAL INFORMATION

 ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                VISTA PROPERTIES
                             (A limited partnership)

                                 BALANCE SHEETS

                                                        March 31,       December 31,
                                                          1996             1995
                                                      -------------    -------------
<S>                                                   <C>              <C>          
ASSETS

     Real estate, net .............................   $  98,088,145    $ 115,705,376
     Receivables and other assets .................      10,480,547        9,896,778
     Cash and cash equivalents ....................       1,776,649        2,404,119
                                                      -------------    -------------

                                                      $ 110,345,341    $ 128,006,273
                                                      =============    =============

LIABILITIES AND PARTNERS' DEFICIT

Liabilities
     Mortgage loans payable .......................   $  99,160,000    $ 120,520,000
     Deferred interest payable ....................     106,842,379      119,017,721
     Due to affiliates ............................       1,793,795        1,717,574
     Accounts payable and accrued expenses ........         732,110          691,829
     Prepaid rents ................................         550,343          505,664
                                                      -------------    -------------

        Total liabilities .........................     209,078,627      242,452,788
                                                      -------------    -------------

Commitments and contingencies

Partners' deficit
     Limited partners' deficit (92,810 units issued     (96,221,463)    (111,777,560)
        and outstanding)
     General partners' deficit ....................      (2,511,823)      (2,668,955)
                                                      -------------    -------------

        Total partners' deficit ...................     (98,733,286)    (114,446,515)
                                                      -------------    -------------

                                                      $ 110,345,341    $ 128,006,273
                                                      =============    =============
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                VISTA PROPERTIES
                             (A limited partnership)

                            STATEMENTS OF OPERATIONS

                                                     For the three months ended
                                                             March 31,
                                                    ----------------------------
                                                        1996            1995
                                                    ------------    ------------
<S>                                                 <C>             <C>         
Revenues
     Rental income ..............................   $  5,075,514    $  6,079,726
     Interest income ............................         22,135          24,467
     Other income ...............................             50           1,050
                                                    ------------    ------------

                                                       5,097,699       6,105,243

Costs and expenses
     Mortgage loan interest expense .............      5,050,488       5,017,757
     Operating expenses .........................      1,985,988       1,937,969
     Depreciation and amortization ..............      1,394,740       1,417,754
     Ground rent ................................        175,000         507,600
     Property management fees ...................        136,221         129,681
     Administrative expenses ....................         39,658          29,453
                                                    ------------    ------------

                                                       8,782,095       9,040,214

                                                      (3,684,396)     (2,934,971)

Gain on disposition of property, net ............     19,397,625            --
                                                    ------------    ------------

Net income (loss) ...............................   $ 15,713,229    $ (2,934,971)
                                                    ============    ============


Net income (loss) attributable to
     Limited partners ...........................   $ 15,556,097    $ (2,905,621)
     General partners ...........................        157,132         (29,350)
                                                    ------------    ------------

                                                    $ 15,713,229    $ (2,934,971)
                                                    ============    ============

Net income (loss) per unit of limited partnership
     interest (92,810 units outstanding) ........   $     167.61    $     (31.31)
                                                    ============    ============

See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                VISTA PROPERTIES
                             (A limited partnership)

                         STATEMENT OF PARTNERS' DEFICIT




                                           General           Limited          Total
                                           Partners'         Partners'        Partners'
                                           Deficit           Deficit          Deficit
                                         -------------    -------------    -------------
<S>                                      <C>              <C>              <C>           
 Balance, January 1, 1996 ............   $  (2,668,955)   $(111,777,560)   $(114,446,515)

 Net income for the three months ended
     March 31, 1996 ..................         157,132       15,556,097       15,713,229
                                         -------------    -------------    -------------

 Balance, March 31, 1996 .............   $  (2,511,823)   $ (96,221,463)   $ (98,733,286)
                                         =============    =============    =============


See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                VISTA PROPERTIES
                             (A limited partnership)

                            STATEMENTS OF CASH FLOWS

                                                                  For the three months ended
                                                                           March 31,
                                                                  ----------------------------
                                                                      1996            1995
                                                                  ------------    ------------
<S>                                                               <C>             <C>          
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

Cash flows from operating activities
     Net income (loss) ........................................   $ 15,713,229    $ (2,934,971)
     Adjustments to reconcile net income (loss) to net cash
        (used in) provided by operating activities
            Gain on disposition of property, net ..............    (19,397,625)           --
            Deferred mortgage interest ........................      2,278,716       1,905,600
            Depreciation and amortization .....................      1,394,740       1,417,754
            Straight-line adjustment for stepped
               lease rentals ..................................       (140,390)       (364,154)
     Changes in assets and liabilities
        Receivables and other assets ..........................       (147,473)        153,642
        Due to affiliates .....................................         76,221          69,681
        Accounts payable and accrued expenses .................        (84,719)         15,093
        Prepaid rents .........................................         44,679            --
                                                                  ------------    ------------

            Net cash (used in) provided by operating activities       (262,622)        262,645
                                                                  ------------    ------------
Cash flows from investing activities
     Additions to real estate .................................       (364,848)       (218,640)
                                                                  ------------    ------------

Net (decrease) increase in cash and cash equivalents ..........       (627,470)         44,005

Cash and cash equivalents, beginning of period ................      2,404,119       2,809,266
                                                                  ------------    ------------

Cash and cash equivalents, end of period ......................   $  1,776,649    $  2,853,271
                                                                  ============    ============

Supplemental disclosure of cash flow information
     Interest paid ............................................   $  2,771,772    $  3,112,157
                                                                  ============    ============

Supplemental disclosure of non cash investing and financing activities

As discussed in Note 5, the  Partnership's  Florida property was foreclosed upon
in February 1996. As a result of this  foreclosure  action,  $16,691,433 of real
estate, net and $35,814,058 of mortgage loans and deferred interest payable have
been removed from the accompanying balance sheet as of March 31, 1996.

See notes to financial statements.
</TABLE>
<PAGE>
                                VISTA PROPERTIES

                             (A limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

1        INTERIM FINANCIAL INFORMATION

         The summarized  financial  information  contained  herein is unaudited;
         however, in the opinion of management, all adjustments (consisting only
         of normal recurring accruals) necessary for a fair presentation of such
         financial  information have been included.  The accompanying  financial
         statements, footnotes and discussion should be read in conjunction with
         the financial  statements,  related footnotes and discussions contained
         in the Vista Properties (the "Partnership")  annual report on Form 10-K
         for the year ended December 31, 1995. The results of operations for the
         three months ended March 31, 1996 are not necessarily indicative of the
         results to be expected for the full year.

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Leases

         The  Partnership  accounts  for all of its leases  under the  operating
         method. Under this method, revenue is recognized as rentals become due,
         except for stepped leases where revenue from the lease is averaged over
         the life of the lease.

         Depreciation

         Depreciation is computed using the straight-line method over the useful
         life of the  property,  which is estimated to be 40 years for buildings
         and 20 years for improvements. The cost of the buildings represents the
         initial cost of the buildings to the Partnership  plus  acquisition and
         closing  costs.  Repairs and  maintenance  are charged to operations as
         incurred.

         Impairment of assets

         In  March  1995,  the  Financial   Accounting  Standards  Board  issued
         Statement #121, "Accounting for the Impairment of Long-Lived Assets and
         for Long-Lived Assets to Be Disposed of" ("SFAS #121"). The adoption of
         the statement was required for fiscal years  beginning  after  December
         15, 1995. The Partnership  implemented  SFAS #121 beginning  January 1,
         1996. The implementation of SFAS #121 did not result in a write-down of
         the Partnership's assets.

         Under SFAS #121 the initial test to determine if an  impairment  exists
         is to compute the recoverability of the asset based on anticipated cash
         flows (net realizable  value) compared to the net carrying value of the
         asset.  If  anticipated  cash  flows  on  an  undiscounted   basis  are
         insufficient  to  recover  the net  carrying  value  of the  asset,  an
         impairment loss should be recognized, and the asset written down to its
         estimated  fair  value.  The fair  value of the asset is the  amount by
         which  the  asset  could be  bought  or sold in a  current  transaction
         between willing parties, that is, other than in a forced or liquidation
         sale.  The net  realizable  value of an asset will generally be greater
         than its fair value because net realizable value does not discount cash
         flows  to  present  value  and   discounting  is  usually  one  of  the
<PAGE>
2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Impairment of assets (continued)

         assumptions  used  in  determining  fair  value.  The  write-downs  for
         impairment  do  not  affect  the  tax  basis  of  the  assets  and  the
         write-downs are not included in the  determination of taxable income or
         loss.

         Because the  determination  of both net realizable value and fair value
         is based upon  projections of future  economic  events such as property
         occupancy  rates,  rental rates,  operating  cost  inflation and market
         capitalization  rates  which are  inherently  subjective,  the  amounts
         ultimately  realized at disposition may differ  materially from the net
         carrying  value as of the balance  sheet  date.  The cash flows used to
         determine fair value and net  realizable  value are based on good faith
         estimates  and   assumptions   developed  by  management.   Inevitably,
         unanticipated  events and  circumstances may occur and some assumptions
         may not  materialize;  therefore  actual  results  may  vary  from  our
         estimate and the variances may be material. The Partnership may provide
         additional  losses in  subsequent  years if the real  estate  market or
         local  economic   conditions  change  and  such  write-downs  could  be
         material.

         A write-down for impairment was not required for the three months ended
         March 31, 1996 and 1995.

3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         IR Vista Realty Corp., the Management General Partner,  IR Acquisitions
         Corp., the  Acquisitions  General Partner and Presidio Boram Corp., the
         Associate  General Partner,  are wholly-owned  subsidiaries of Presidio
         Capital Corp. ("Presidio"). Affiliates of the general partners are also
         engaged in businesses  related to the acquisition and operation of real
         estate.  Presidio is also the parent of other  corporations that are or
         may be in the future  engaged in businesses  that may be in competition
         with the  Partnership.  Accordingly,  conflicts  of interest  may arise
         between the Partnership and such other businesses. Effective January 1,
         1996, Wexford Management Corp. (formerly Concurrency  Management Corp.)
         assigned  its  agreement  to  provide   management  and  administrative
         services to Presidio and its  subsidiaries  to Wexford  Management  LLC
         ("Wexford").  Wexford is engaged to perform similar  services for other
         entities which may be in competition with the Partnership.

         The  Partnership  has entered into a supervisory  management  agreement
         with IR Vista Management Corp.  ("Vista  Management"),  an affiliate of
         the general  partners,  to perform  certain  functions  relating to the
         management  of the  properties  of the  Partnership.  A portion  of the
         property  management  fees payable to Vista  Management were paid to an
         unaffiliated  local  management  company  which was  engaged to provide
         local property management for one of the Partnership's properties.  For
         the  quarters  ended March 31, 1996 and 1995,  $136,221  and  $129,681,
         respectively,  was earned for such services,  of which $60,000 was paid
         to the  unaffiliated  local  management  company for the quarters ended
         March 31, 1996 and 1995. Fees are not charged for properties net leased
         to tenants.  The amount due to affiliates of $1,793,795  and $1,457,636
         at March 31, 1996 and 1995,  respectively,  represents  management fees
         payable to Vista  Management  for management  services.  The Management
<PAGE>
3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)

         General Partner suspended payment of these fees during 1991 in order to
         slow  the  depletion  of  the  Partnership's  working  capital  reserve
         balance.

         The general partners are entitled to receive 1% of  distributable  cash
         from the  operations,  sales,  financing  and working  capital  reserve
         account,  and an  allocation  of 1% of the  net  income  or loss of the
         Partnership.  Such amounts  allocated  and  distributed  to the general
         partners shall be apportioned  10% to the Management  General  Partner,
         10%  to the  Acquisitions  General  Partner  and  80% to the  Associate
         General Partner.

         For the quarter ended March 31, 1996, the Management  General  Partner,
         Acquisitions   General  Partner  and  Associate  General  Partner  were
         allocated net income of $15,713, $15,713 and $125,706, respectively.

4        REAL ESTATE

         Real estate is summarized as follows:
<TABLE>
<CAPTION>
                                               March 31,           December 31,
                                                 1996                  1995
                                             -------------        -------------
<S>                                          <C>                  <C>          
Buildings and improvements ...........       $ 146,391,876        $ 170,379,274
Accumulated depreciation .............         (48,303,731)         (54,673,898)
                                             -------------        -------------

                                             $  98,088,145        $ 115,705,376
                                             =============        =============
</TABLE>

         The net lease  tenant at the  Irving,  Texas  property,  a three  story
         office building, assumed the lease after a default by the Partnership's
         original  tenant.  The annual net lease  rental was reduced to $459,000
         from $776,000.  Due to the soft market conditions in the Irving,  Texas
         area and the estimated net realizable value of the building, management
         recorded  a  write-down  for  impairment  of  $3,000,000  during  1991.
         Management has determined that no additional  write-down for impairment
         is required for the quarter ended March 31, 1996.

5        FORECLOSURE OF FLORIDA PROPERTY

         On  January  12,  1996,  the  Partnership  entered  into  a  Settlement
         Agreement (the  "Settlement  Agreement") with AEW #2 Trust ("AEW") with
         respect to a pending  foreclosure  of the mortgage  loan made by AEW to
         the Partnership in the original  principal  amount of $21,360,000  (the
         "Loan"). The Loan was secured by a first mortgage lien on the leasehold
         estate on a parcel of land  located in Orange  County  Florida  and the
         improvements  located  thereon (the  "Property"),  which had a carrying
         value of $16,691,433 at the date of foreclosure.

         The Loan became due and payable in accordance with its terms on October
         26, 1995 and the Loan was not  satisfied  on such date.  As of November
         30, 1995, the outstanding indebtedness of the Loan was comprised of the
         principal  amount of  $21,360,000  plus  accrued  and  unpaid  interest
         thereon in the amount of  $14,454,058.  The amount of such  outstanding
<PAGE>
5        FORECLOSURE OF FLORIDA PROPERTY (continued)

         indebtedness  exceeded the fair market value of the Property as of such
         date.  The Lender  commenced  an action to  foreclose  its  mortgage on
         December 7, 1995 and a  certificate  of title was issued in  connection
         with such action on February 26, 1996.

         Under the terms of the Settlement  Agreement,  AEW agreed to pay to the
         Partnership a fee in the amount of $400,000 (the "Cooperation Payment")
         and to bear all costs and expenses  relating to the consummation of the
         foreclosure  action provided the  Partnership  agreed to cooperate with
         AEW in connection with the foreclosure action.

         Provided that the Partnership  has complied with its obligations  under
         the Settlement  Agreement,  the Cooperation Payment will be released to
         the Partnership on the date which is ninety-one days following the date
         that AEW completed its  foreclosure  proceeding and the  certificate of
         title was recorded. It is anticipated that the Cooperation Payment will
         be released from escrow and paid to the Partnership on or about May 27,
         1996.

         As a result of the above transaction, the Partnership recognized during
         the first quarter of 1996, a gain from the disposition of this property
         of $19,397,625 ($206.91 per unit of limited partnership interest).  The
         proceeds to the  Partnership  from this  disposition  will be $400,000,
         less estimated  expenses  relating to the transaction of $125,000 which
         is included in accounts payable and accrued expenses at March 31, 1996.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         Liquidity and Capital Resources

         All cash flow from  properties  is  currently  applied to satisfy  debt
         service  requirements.  The Partnership  uses working capital  reserves
         provided  from the net proceeds of its initial  public  offering to pay
         administrative expenses. As of March 31, 1996, such reserves aggregated
         $117,510.  Administrative expenses for the three months ended March 31,
         1996 aggregated $39,658.  In addition,  the Management General Partner,
         at the time of the Partnership's  original offering of Units, committed
         to make interest free loans to the  Partnership  in order to enable the
         Partnership  to satisfy  working  capital  requirements.  Presidio  has
         agreed to  indemnify  the  Management  General  Partner for any loss or
         expense  sustained by the Management  General Partner with respect to a
         liability  arising with  respect to any event  occurring on or prior to
         April  10,  1995 up to a maximum  amount of  $388,013  and  subject  to
         reduction  as set forth  below.  Presidio's  indemnity  would cover the
         Management  General Partner's  obligation to make working capital loans
         to the Partnership. The Presidio indemnity replaced promissory notes in
         the aggregate  principal  amount of $388,013 which had previously  been
         contributed to the Management  General Partner by various  subsidiaries
         of  Presidio  on  account  of claims  filed by the  Management  General
         Partner against Integrated in Integrated's  Chapter 11 proceeding.  The
         Presidio  indemnity is subject to the  allowance  of the claim  against
         Integrated and, to the extent such claim is disallowed or expunged, the
         indemnity of Presidio will be released in whole or in part. As of March
         31, 1996, the claim had not been allowed, reduced or expunged.

         The Partnership  filed a Proof of Claim against  Integrated  Resources,
         Inc.  ("Integrated")  in its  Chapter  11  proceeding  with  respect to
         certain  potential  and  unliquidated  claims  and  disputes  involving
         Integrated and its affiliates.  These claims and disputes were resolved
         and  approved  by the  Bankruptcy  Court on  January  22,  1996,  which
         resulted in the  Partnership  receiving  $272,605 of cash  proceeds and
         3,636 shares of XRC Corp.  common stock with respect to these claims in
         April, 1996.

         The  Partnership  suspended  payment of property  management fees to an
         affiliate of the  Management  General  Partner in 1991 in order to slow
         the depletion of the Partnership's working capital reserve balance. For
         the three months ended March 31, 1996 $76,221 of fees were deferred due
         to the  suspension  of property  management  fee  payments as described
         above.

         With the exception of the  Partnership's  working  capital  reserves of
         $117,510,  cash and cash  equivalents  for the three months ended March
         31, 1996 were held as short term investments  prior to being applied to
         the operations of, and the  Partnership's  mortgage  obligation on, the
         New York property.

         On November 15, 1984,  the  Partnership  terminated  its initial public
         offering upon the final admission of limited partners. The net proceeds
         to the  Partnership  for the 92,800  Units sold  pursuant to the public
         offering  amounted to  $41,040,800  (the gross  proceeds of $46,400,000
         less  underwriting  commissions and organization and offering  expenses
         aggregating $5,359,200).
<PAGE>
         Liquidity and Capital Resources (continued)

         The Partnership owns the Texas property, which is net leased to Showbiz
         Pizza  Time,  Inc.,  and the New  York  property,  which is  leased  to
         approximately  25  tenants.   Occupancy  rates  at  the   Partnership's
         properties  are 97.86% and 99.68%,  for the Texas property and New York
         property,  respectively. The net lease of the Texas property expires in
         1998. At the New York  property,  one tenant  occupies 24% of the total
         square  footage and this lease  expires in 1997.  As of March 31, 1996,
         substantially  all of the tenants at each  property  are meeting  their
         obligations and the expiring leases are subject to renegotiation.

         On January  12,  1996,  the  Partnership  entered  into the  Settlement
         Agreement  with  AEW  with  respect  to a  pending  foreclosure  of the
         mortgage loan made by AEW to the Partnership in the original  principal
         amount of $21,360,000. The Loan was secured by a first mortgage lien on
         the  leasehold  estate on a parcel of land  located  in Orange  County,
         Florida,  and the  improvements  located  thereon  which had a carrying
         value of $16,691,433 at the date of foreclosure.

         The Loan became due and payable in accordance  with its term on October
         26, 1995 and the Loan was not  satisfied  on such date.  As of November
         30, 1995, the outstanding indebtedness of the Loan was comprised of the
         principal  amount of  $21,360,000  plus  accrued  and  unpaid  interest
         thereon in the amount of  $14,454,058.  The amount of such  outstanding
         indebtedness  exceeded the fair market value of the Property as of such
         date.  The Lender  commenced  an action to  foreclose  its  mortgage on
         December 7, 1995 and a  certificate  of title was issued in  connection
         with such action on February 26, 1996.

         Under the terms of the Settlement  Agreement,  AEW agreed to pay to the
         Partnership a fee in the amount of $400,000 (the "Cooperation Payment")
         and to bear all costs and expenses  relating to the consummation of the
         foreclosure  action provided the  Partnership  agreed to cooperate with
         AEW in connection with the foreclosure action.

         Provided that the Partnership  has complied with its obligations  under
         the Settlement  Agreement,  the Cooperation Payment will be released to
         the Partnership on the date which is ninety-one days following the date
         that AEW completed its  foreclosure  proceeding and the  certificate of
         title was recorded. It is anticipated that the Cooperation Payment will
         be released from escrow and paid to the Partnership on or about May 27,
         1996.

         As a result  of the  above  transactions,  the  Partnership  recognized
         during the first quarter of 1996, a gain from the  disposition  of this
         property  of  $19,397,625  ($206.91  per  unit of  limited  partnership
         interest).  The proceeds to the Partnership  from this disposition will
         be $400,000,  less estimated  expenses  relating to the  transaction of
         $125,000 which is included in accounts  payable and accrued expenses at
         March 31, 1996.

         The  Partnership  can  provide  no  assurance  that  it will be able to
         refinance  the  mortgage  encumbering  the New York  property  if it is
         called in 1998, or the mortgage encumbering the Texas Property upon its
         maturity in 1998. If the  Partnership  is not able then to refinance or
         negotiate an extension of such mortgages, the Partnership's interest in
         the  related  properties  would  likely be  foreclosed  and the limited
         partners  would suffer  adverse tax  consequences.  See the  discussion
<PAGE>
         Liquidity and Capital Resources (continued)

         under  the  headings  Treatment  of Gain  or  Loss  on  Sale  or  Other
         Disposition  of Property and Tax Treatment of Mortgage  Foreclosure  at
         pp. 72-73 of the Prospectus.

         Real estate market

         The Management General Partner believes that the real estate market has
         not fully recovered from the adverse economic  conditions of the 1980's
         which caused a substantial decline in real estate values. Market values
         have been slow to recover and technological  changes are also occurring
         which may reduce the office  space needs of many users.  These  factors
         may continue to reduce rental  rates.  As a result,  the  Partnership's
         potential  for  realizing  the  full  value  of its  investment  in its
         properties is at increased risk.

         Impairment of assets

         In  March  1995,  the  Financial   Accounting  Standards  Board  issued
         Statement #121, "Accounting for the Impairment of Long-Lived Assets and
         for Long-Lived Assets to Be Disposed of" ("SFAS #121"). The adoption of
         the statement was required for fiscal years  beginning  after  December
         15, 1995. The Partnership  implemented  SFAS #121 beginning  January 1,
         1996. The implementation of SFAS #121 did not result in a write-down of
         the Partnership's assets.

         Under SFAS #121 the initial test to determine if an  impairment  exists
         is to compute the recoverability of the asset based on anticipated cash
         flows (net realizable  value) compared to the net carrying value of the
         asset.  If  anticipated  cash  flows  on  an  undiscounted   basis  are
         insufficient  to  recover  the net  carrying  value  of the  asset,  an
         impairment loss should be recognized, and the asset written down to its
         estimated  fair  value.  The fair  value of the asset is the  amount by
         which  the  asset  could be  bought  or sold in a  current  transaction
         between willing parties, that is, other than in a forced or liquidation
         sale.  The net  realizable  value of an asset will generally be greater
         than its fair value because net realizable value does not discount cash
         flows  to  present  value  and   discounting  is  usually  one  of  the
         assumptions  used  in  determining  fair  value.  The  write-downs  for
         impairment  do  not  affect  the  tax  basis  of  the  assets  and  the
         write-downs are not included in the  determination of taxable income or
         loss.

         Because the  determination  of both net realizable value and fair value
         is based upon  projections of future  economic  events such as property
         occupancy  rates,  rental rates,  operating  cost  inflation and market
         capitalization  rates  which are  inherently  subjective,  the  amounts
         ultimately  realized at disposition may differ  materially from the net
         carrying  value as of March 31, 1996.  The cash flows used to determine
         fair value and net realizable  value are based on good faith  estimates
         and  assumptions  developed by  management.  Inevitably,  unanticipated
         events  and  circumstances  may  occur  and  some  assumptions  may not
         materialize;  therefore  actual  results may vary from our estimate and
         the variances may be material.  The Partnership may provide  additional
         losses in subsequent  years if the real estate market or local economic
         conditions change and such write-downs could be material.
<PAGE>
         Impairment of assets (continued)

         The net lease  tenant  at the  Texas  property,  a three  story  office
         building,  assumed  the  lease  after a  default  by the  Partnership's
         original  tenant.  The annual net lease  rental  income was  reduced to
         $459,000  from  $776,000.  Due to the  soft  market  conditions  in the
         Irving,  Texas  area  and the  estimated  net  realizable  value of the
         building,  in 1991  management  recorded a write-down for impairment of
         $3,000,000. Management has determined that no additional write-down for
         impairment was required for the quarter ended March 31, 1996.

         Results of operations

         The  Partnership  had net income of  $15,713,229  for the three  months
         ended March 31, 1996 compared to a net loss of $2,934,971 for the three
         months ended March 31, 1995 due to a gain on disposition of the Florida
         property which was  foreclosed  upon in February 1996 and a decrease in
         costs and expenses, partially offset by a decrease in revenue.

         Revenues  decreased to $5,097,699  for the three months ended March 31,
         1996, from $6,105,243 for the same period in the prior year,  primarily
         as a result of the  disposition of the Florida  property which resulted
         in the  loss of  approximately  $900,000  of  rental  income.  Expenses
         decreased to $8,782,095  for the three months ended March 31, 1996 from
         $9,040,214 for the same period in the prior year, primarily as a result
         of mortgage loan interest expense savings of approximately $231,000 and
         ground  rent  expense  savings  of  approximately  $330,000  due to the
         disposition of the Florida  property  which was partially  offset by an
         increase of approximately $600,000 of mortgage loan interest expense on
         the New York  property due to the  compounding  effect of the accreting
         mortgage.

         Inflation

         Inflation   is  not   expected  to  have  a  material   impact  on  the
         Partnership's  operations and financial  position  during its period of
         ownership of its properties.  However,  leases at the New York property
         generally have  provisions  which provide for rent increases to reflect
         increases in certain operating expenses and real estate taxes.
<PAGE>
PART II - OTHER INFORMATION


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K



(a) Exhibits: None

(b) Reports on Form 8-K: None
<PAGE>
                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                           VISTA PROPERTIES

                                           By: IR Vista Realty Corp.
                                               Management General Partner




Dated:     May 15, 1996                    By: /s/ Frederick Simon
                                               -------------------
                                               Frederick Simon
                                               Director and President
                                               (Principal Executive Officer)



Dated:     May 15, 1996                    By: /s/ Jay L. Maymudes
                                               -------------------
                                               Jay L. Maymudes
                                               Vice President, Secretary and
                                               Treasurer
                                               (Principal Financial Officer and
                                               Principal Accounting Officer)

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE  SCHEDULE  CONTAINS  SUMMARY   INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS OF THE MARCH 31, 1996 FORM 10Q OF VISTA  PROPERTIES  AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       1,776,649
<SECURITIES>                                         0
<RECEIVABLES>                               10,480,547
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                             110,345,341
<CURRENT-LIABILITIES>                        1,282,453
<BONDS>                                    206,002,379
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  98,733,286
<TOTAL-LIABILITY-AND-EQUITY>               110,345,341
<SALES>                                              0
<TOTAL-REVENUES>                             5,097,699
<CGS>                                                0
<TOTAL-COSTS>                                2,297,209
<OTHER-EXPENSES>                             1,434,398
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           5,050,488
<INCOME-PRETAX>                            (3,684,396)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                         15,713,229
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                15,713,229
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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