FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
(As last amended by 34-32231, eff. 6/3/93.)
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT
For the transition period.........to.........
Commission file number 0-13309
ANGELES PARTNERS XII
(Exact name of small business issuer as specified in its charter)
California 95-3903623
(State or other jurisdiction of (IRS 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
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) ANGELES PARTNERS XII
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 4,469
Restricted--tenant security deposits 988
Accounts receivable, net of allowance for 194
doubtful accounts of $49
Escrows for taxes 553
Restricted escrows 1,782
Other assets 2,087
Investment in, and advances of $142 to,
joint venture 183
Investment properties:
Land $ 10,341
Buildings and related personal property 88,303
98,644
Less accumulated depreciation (54,582) 44,062
$ 54,318
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 364
Tenant security deposits 924
Accrued taxes 905
Other liabilities 1,172
Mortgage notes payable 72,911
Partners' Deficit
General partner $ (605)
Limited partners (44,773 units issued and
outstanding) (21,353) (21,958)
$ 54,318
See Accompanying Notes to Consolidated Financial Statements
b) ANGELES PARTNERS XII
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 5,003 $ 5,131 $ 15,050 $ 14,973
Other income 362 373 935 1,058
Total revenues 5,365 5,504 15,985 16,031
Expenses:
Operating 1,684 1,602 5,008 4,842
General and administrative 151 78 422 411
Maintenance 662 666 1,618 1,571
Depreciation 1,212 1,155 3,583 3,400
Interest 1,633 1,668 4,908 4,766
Property taxes 548 521 1,557 1,547
Bad debt expense 21 77 33 152
Total expenses 5,911 5,767 17,129 16,689
Equity in net income (loss) of
joint venture 32 43 (26) (8)
Net loss $ (514) $ (220) $ (1,170) $ (666)
Net loss allocated to
general partners (1%) $ (5) $ (2) $ (12) $ (7)
Net loss allocated to
limited partners (99%) (509) (218) (1,158) (659)
Net loss $ (514) $ (220) $ (1,170) $ (666)
Net loss per limited
partnership unit $(11.37) $ (4.85) $ (25.87) $(14.72)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c) ANGELES PARTNERS XII
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <S> <C> <C> <C>
Original capital contributions 44,773 $ 1 $ 44,773 $ 44,774
Partners' deficit at
December 31, 1995 44,773 $ (593) $(20,195) $(20,788)
Net loss for the nine months
ended September 30, 1996 (12) (1,158) (1,170)
Partners' deficit at
September 30, 1996 44,773 $ (605) $ (21,353) $(21,958)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) ANGELES PARTNERS XII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1996 1995
Cash flows from operating activities:
Net loss $ (1,170) $ (666)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 3,583 3,400
Amortization of discounts, loan costs, and
leasing commissions 312 295
Bad debt 33 152
Loss on disposal of asset 22 38
Equity in net loss of joint venture 26 8
Change in accounts:
Restricted cash (89) (16)
Accounts receivable (87) (183)
Escrows for taxes 46 220
Other assets (53) (132)
Accounts payable (138) (336)
Tenant security deposit liabilities 61 4
Accrued taxes (111) (59)
Other liabilities 255 198
Net cash provided by operating activities 2,690 2,923
Cash flows from investing activities:
Property improvements and replacements (1,128) (1,198)
Deposits to restricted escrows (105) (982)
Withdrawals from restricted escrows -- 41
Advances to joint venture (89) --
Net cash used in investing activities (1,322) (2,139)
Cash flows used in financing activities:
Payments on mortgage notes payable (542) (5,786)
Proceeds from refinance -- 6,600
Loan costs -- (254)
Net cash (used in) provided by financing
activities (542) 560
Net increase (decrease) in cash 826 1,344
Cash and cash equivalents at beginning of period 3,643 2,047
Cash and cash equivalents at end of period $ 4,469 $ 3,391
Supplemental disclosure of cash flow information
Cash paid for interest $ 4,620 $ 4,437
See Accompanying Notes to Consolidated Financial Statements
e) ANGELES PARTNERS XII
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of Angeles Realty Corporation II (the "Managing General
Partner"), all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and nine months ended September 30, 1996, are not necessarily indicative
of the results that may be expected for the fiscal year ending December 31,
1996. For further information, refer to the financial statements and footnotes
thereto included in Angeles Partners XII's (the "Partnership") annual report on
Form 10-KSB for the fiscal year ended December 31, 1995.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
NOTE B - INVESTMENT IN JOINT VENTURE
The Partnership owns a 44.5% interest in the Princeton Meadows Golf Course Joint
Venture ("Joint Venture"). The Partnership accounts for its interest in the
Joint Venture using the equity method of accounting.
The balance sheet of the Joint Venture is summarized as follows:
September 30, 1996
(in thousands)
Assets
Cash $ 232
Deferred charges and other assets 169
Investment properties, net 1,899
Total $ 2,300
Liabilities and Partners' Capital
Note payable to AMIT $ 1,567
Other liabilities 642
Partners' capital 91
Total $ 2,300
NOTE B - INVESTMENT IN JOINT VENTURE (CONTINUED)
The statements of operations of the Joint Venture are summarized as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
(in thousands) (in thousands)
Revenue $ 568 $ 501 $ 1,177 $ 985
Costs and expenses (495) (405) (1,235) (1,003)
Net income (loss) $ 73 $ 96 $ (58) $ (18)
The Partnership's equity interest in the net income and net loss of the Joint
Venture for the three and nine months ended September 30, 1996, was
approximately $32,000 and $26,000, respectively. The Partnership's equity
interest in the net income and net loss of the Joint Venture for the three and
nine months ended September 30, 1995, was approximately $43,000 and $8,000,
respectively.
The Princeton Meadows Golf Course property had an underground fuel storage tank
that was removed in 1992. This fuel storage tank caused contamination to the
area. Management installed monitoring wells in the area where the tank was
formerly buried. Some samples from these wells indicated lead and phosphorous
readings that were higher than the range prescribed by the New Jersey Department
of Environmental Protection ("DEP"). The Joint Venture notified DEP of the
findings when they were first discovered. However, DEP did not give any
directives as to corrective action until late 1995.
In November 1995, representatives of the Joint Venture and the New Jersey DEP
met and developed a plan of action to clean-up the contamination site at
Princeton Meadows Golf Course. The Joint Venture has engaged an engineering
firm to conduct consulting and compliance work and a second firm to perform the
field work necessary for the clean-up. The Joint Venture has recorded a
liability of $199,000 for the costs of the clean-up. The contracts have been
executed and work has commenced with the expected completion date to be sometime
in late 1996. The Managing General Partner believes the liability recorded is
sufficient to cover all costs associated with this incident.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing 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 for certain expenses incurred by
affiliates on behalf of the Partnership. The following amounts owed to the
Managing General Partner and affiliates for the nine month periods ended
September 30, 1996 and 1995, were paid or accrued:
1996 1995
(in thousands)
Property management fees $777 $768
Reimbursement for services of
affiliates 349 321
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Managing General Partner. An affiliate of the
Managing 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 of the affiliate of the Managing 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
Managing General Partner by virtue of the agent's obligations is not
significant.
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust,
provides financing to the Joint Venture, which is secured by the Joint Venture's
sole investment property known as the Princeton Meadows Golf Course, in the
amount of $1,567,000 at September 30, 1996. Interest expense on the debt of the
Joint Venture was approximately $150,000 and $155,000 for the nine months ended
September 30, 1996 and 1995, respectively. Accrued interest was approximately
$19,000 at September 30, 1996.
MAE GP Corporation ("MAE GP"), an affiliate of the Managing General Partner,
owns 1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these
Class B Shares, in whole or in part, into Class A Shares on the basis of 1 Class
A Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed by AMIT. These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline
to exert, any management control over or participate in the management of AMIT.
In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the Managing
General Partner and an affiliate of Insignia Financial Group, Inc., which
provides property management and partnership administration services to the
Partnership, currently owns 87,700 Class A Shares of AMIT. These Class A Shares
entitle LAC to vote approximately 2% of the total shares. The number of Class A
Shares of AMIT owned by LAC increased from 63,200 shares to 87,700 shares as of
October 22, 1996. The voting percentage also increased from 1.5% to 2% over the
same period.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B Shares. This option can be exercised at the end
of 10 years or when all loans made by AMIT to partnerships affiliated with MAE
GP as of November 9, 1994, which is the date of execution of a definitive
Settlement Agreement, have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing,
which occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT, the result of which is MAE GP will be able to vote the
Class B Shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On those matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's investment properties consist of nine apartment complexes and
one commercial complex. The following table sets forth the average occupancy of
the properties for each of the nine months ended September 30, 1996 and 1995:
Average
Occupancy
Property 1996 1995
Briarwood Apartments
Cedar Rapids, Iowa 96% 97%
Chambers Ridge Apartments (1)
Harrisburg, Pennsylvania 91% 91%
Gateway Gardens Apartments (2)
Cedar Rapids, Iowa 94% 97%
Hunters Glen-1 Apartments
Plainsboro, New Jersey 94% 94%
Hunters Glen-2 Apartments
Plainsboro, New Jersey 95% 95%
Hunters Glen-3 Apartments
Plainsboro, New Jersey 95% 94%
Pickwick Place Apartments
Indianapolis, Indiana 95% 94%
Southpointe Apartments (3)
Bedford Heights, Ohio 82% 85%
Twin Lake Towers Apartments
Westmont, Illinois 96% 97%
Cooper Pointe Plaza (4)
Olympia, Washington 85% 97%
(1)Chambers Ridge Apartment's occupancy is lower than most of the Partnership's
other investment properties due to saturation of the market area in
Harrisburg, Pennsylvania.
(2)Gateway Gardens Apartment's decrease in occupancy is due to a decline in
employment opportunities in the area.
(3)Southpointe Apartment's low occupancy is due to the poor condition of the
property and the upgrading of the tenant base.
(4)Cooper Point Plaza's decrease in occupancy is due to several smaller tenants
vacating. The Managing General Partner is changing the tenant mix of this
property and is optimistic about its future occupancy. In addition, the
Managing General Partner intends to upgrade the exterior of this property in
an effort to attract new tenants.
The Partnership generated net losses for the three and nine months ended
September 30, 1996, of approximately $514,000 and $1,170,000, respectively,
versus net losses for the three and nine months ended September 30, 1995 of
approximately $220,000 and $666,000, respectively. The increase in net loss for
the nine months ended September 30, 1996, versus the nine months ended September
30, 1995, can be attributed to an increase in expenses which are only partially
offset by an increase in rental income.
Rental income increased slightly due to an increase in rental rates for the nine
months ended September 30, 1996, as compared to the nine months ended September
30, 1995, despite an overall decrease in occupancy. Hunters Glen - 3 Apartments
& Pickwick Place Apartments both had an increase in rental income consistent
with their increase in occupancy, while Briarwood Apartments, Chambers Ridge
Apartments, Hunters Glen - 1 Apartments and Hunters Glen - 2 Apartments had
increased rental income due to an increase in rental rates. These increases
were only partially offset by decreases in rental income at Gateway Garden
Apartments, Twin Lake Towers Apartments, Cooper Point Plaza, and Southpointe
Apartments due to decreases in occupancy.
Other income decreased for the three and nine months ended September 30, 1996,
as compared to the three and nine months ended September 30, 1995, primarily
due to decreases in lease cancellation fees and clubhouse revenues at Hunters
Glen-1, Hunters Glen-2 Apartments, Hunters Glen-3 Apartments, Chambers Ridge
Apartments, and Pickwick Place Apartments.
Contributing to the increase in expenses for the nine months ended September 30,
1996, as compared to the nine months ended September 30, 1995, were increases in
operating, maintenance, and depreciation expense. Operating expense increased
due to increased snow removal costs and utility expense as a result of the harsh
winter in 1996. Also, Chambers Ridge Apartments and Pickwick Place Apartments
completed interior building upgrades and repairs, which resulted in increased
maintenance expense. Depreciation expense increased as a result of placing more
assets in service subsequent to September 30, 1995.
Bad debt expense for the nine months ended September 30, 1996, results from an
increase in the reserve necessary at Cooper Point Plaza based on a review of
tenant accounts receivable. For the nine months ended September 30, 1995, bad
debt expense resulted from the write off of tenant receivables at Hunters Glen
and Pickwick Place Apartments.
The Partnership has a 44.5% investment in the Princeton Meadows Golf Course
Joint Venture. For the nine months ended September 30, 1996, and September 30,
1995, the Partnership realized equity in net loss of the Joint Venture of
approximately $26,000 and $8,000, respectively, as compared to an equity in net
income of the Joint Venture of $32,000 and $43,000 for the three months ended
September 30, 1996, and September 30, 1995, respectively. The increase in net
loss at Princeton Meadows Golf Course can be attributed to an increase in
advertising, salaries, insurance and maintenance expense. Advertising expense
increased as a result of an aggressive advertising campaign and salary expense
increased due to the hiring of additional qualified personnel, including a full
time golf pro for the course. The environmental issue at the property (See
"Note B - Investment in Joint Venture") necessitated a purchase of new
insurance. The Partnership also implemented a preventive maintenance program
and repairs were made to the cart paths and course. These increases in expenses
were only partially offset by an increase in revenues. These revenue increases
can be attributed to maintenance upgrades at the golf course that have improved
the appearance of the property.
The Managing General Partner continues to monitor the rental market environment
at its investment properties to assess the feasibility of increasing rents, to
maintain or increase the occupancy level and to protect the Partnership from
increases in expense. The Managing General Partner expects to be able, at a
minimum, to continue protecting the Partnership from inflation-related increases
in expenses by increasing rents and maintaining a high overall occupancy level.
However, rental concessions and rental reductions needed to offset softening
market conditions could affect the ability to sustain this plan.
At September 30, 1996, the Partnership had unrestricted cash of approximately
$4,469,000 compared to approximately $3,391,000 at September 30, 1995. Net cash
provided by operating activities decreased due to an increase in net loss for
the nine months ended September 30, 1996 (see discussion above). Net cash used
in investing activities decreased due to decreased deposits to restricted
escrows offset by an increase in advances to the Joint Venture during the nine
months ended September 30, 1996. In conjunction with the refinancings of the
debt secured by Pickwick Place Apartments and Hunters Glen - 1 Apartments, the
Partnership was required to restrict certain funds in an escrow account at the
time of the refinancings in 1995. Proceeds from the refinancings resulted in
cash provided by financing activities for the nine months ended September 30,
1995. During the nine months ended September 30, 1996, cash flows used in
financing activities resulted due to payments made on the mortgage notes
payable.
The Managing General Partner has been unsuccessful in attempts to refinance the
$11,000,000 mortgage indebtedness secured by Southpointe Apartments which
matures July 1999 and carries a stated interest rate of 8.59%. This property
has increasing maintenance needs to adequately maintain the property yet the
cash flow of the property does not support incurring such expenditures. While
the mortgage is not in default at September 30, 1996, monthly payments of debt
service are usually late as the property rents for the current month are used to
pay the prior month's debt service. The lender has indicated that foreclosure
of the property will occur if the mortgage goes into default.
The Partnership has no material capital programs scheduled to be performed in
1996, 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 Partnership's primary source of cash is from the operations of its
properties and from financing placed on such properties. Cash from these
sources is utilized for property operations, capital improvements, and/or
repayment of debt. 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 investment properties to adequately
maintain the physical assets and other operating needs of the Partnership. The
Partnership indebtedness amounts to approximately $72,911,000, net of
unamortized discounts, with maturity dates ranging from July 1999 to September
2012, at which point $63,821,000 of balloon payments will be due. Future cash
distributions will depend on the levels of net cash generated from operations,
refinancings and property sales. There were no cash distributions in the nine
months ended September 30, 1996, or September 30, 1995.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
AMIT, a real estate investment trust, made a loan to the Joint Venture in
September 1991 in the original amount of $1,280,000, secured by the Joint
Venture's real property known as Princeton Meadows Golf Course. AMIT asserted
that this loan was recourse by virtue of an amendment purportedly entered into
as of November 1, 1992, but which the Partnership and the Joint Venture have
been informed and believe were actually executed in December 1992 ("Note
Modification"). The Partnership and the Joint Venture have been further
informed and believe that the amendment was executed at the direction of Angeles
Corporation ("Angeles") by an individual in his purported capacity as an officer
of the Managing General Partner of the Partnership and the Joint Venture at a
time when such person was not in fact an officer of such entities. Accordingly,
the Partnership and the Joint Venture filed Proofs of Claim in the Angeles
bankruptcy proceeding with respect to the purported amendment. Additionally,
the Partnership and the Joint Venture filed a Proof of Claim in the Angeles
Funding Corporation and Angeles Real Estate Corporation bankruptcy proceedings
on similar grounds. Both Angeles Funding Corporation and Angeles Real Estate
Corporation are affiliates of Angeles. Angeles has agreed to cooperate with the
Partnership and the Joint Venture in any action commenced by or against them by
AMIT asserting that the original $1,280,000 obligation owed to AMIT is recourse
to the Partnership. Angeles further agreed to waive the attorney-client
privilege with respect to any information relating to the Note Modification.
Accordingly, the Partnership and the Joint Venture withdrew their Proofs of
Claim on August 9, 1995. The Partnership continues to have discussions with
AMIT regarding resolution of this issue. No agreement has been reached with
AMIT at this time.
MAE GP, an affiliate of the Managing General Partner, owns 1,675,113 Class B
Shares of AMIT. MAE GP has the option to convert these Class B Shares, in whole
or in part, into Class A Shares on the basis of 1 Class A Share for every 49
Class B Shares. These Class B Shares entitle MAE GP to receive 1.2% of the
distributions of net cash distributed by AMIT. These Class B Shares also
entitle MAE GP to vote on the same basis as Class A Shares which allows MAE GP
to vote approximately 37% of the total shares (unless and until converted to
Class A Shares at which time the percentage of the vote controlled represented
by the shares held by MAE GP would approximate 1.2% of the vote). Between the
date of acquisition of these shares (November 24, 1992) and March 31, 1995, MAE
GP declined to vote these shares. Since that date, MAE GP voted its shares at
the 1995 annual meeting in connection with the election of trustees and other
matters. MAE has not exerted, and continues to decline to exert, any management
control over or participate in the management of AMIT. In addition, Liquidity
Assistance, LLC, ("LAC"), an affiliate of the Managing General Partner and an
affiliate of Insignia Financial Group, Inc., which provides property management
and partnership administration services to the Partnership, currently owns
87,700 Class A Shares of AMIT. These Class A Shares entitle LAC to vote
approximately 2% of the total shares. The number of Class A Shares of AMIT
owned by LAC increased from 63,200 shares on September 30, 1996, to 87,700
shares as of October 22, 1996. The voting percentage also increased from 1.5%
to 2% over the same period.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B Shares. This option can be exercised at the end
of 10 years or when all loans made by AMIT to partnerships affiliated with MAE
GP as of November 9, 1994, which is the date of execution of a definitive
Settlement Agreement, have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B Shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On those matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
The Managing General Partner is unaware of any other pending or outstanding
litigation that is not of a routine nature. The Managing General Partner
believes that all such pending or outstanding litigation will be resolved
without a material adverse effect upon the business, financial condition or
operations of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule.
b) Reports on Form 8-K:
None filed during the quarter ended September 30, 1996.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES PARTNERS XII
By: Angeles Realty Corporation II
Managing General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
By: /s/Robert D. Long
Robert D. Long
Vice President/CAO
Date: November 12, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners XII 1996 Third Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000720392
<NAME> ANGELES PARTNERS XII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 4,469
<SECURITIES> 0
<RECEIVABLES> 194
<ALLOWANCES> 49
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 98,644
<DEPRECIATION> 54,582
<TOTAL-ASSETS> 54,318
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 72,911
0
0
<COMMON> 0
<OTHER-SE> (21,958)
<TOTAL-LIABILITY-AND-EQUITY> 54,318
<SALES> 0
<TOTAL-REVENUES> 15,985
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 17,129
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,908
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,170)
<EPS-PRIMARY> (25.87)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
