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 July 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 0-13261
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
South Carolina 57-0755618
(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
Check whether the issuer (1) 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 .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) SHELTER PROPERTIES VI LIMITED PARTNERSHIP
BALANCE SHEET
(Unaudited)
July 31, 1996
Assets
Cash:
Unrestricted $ 2,881,631
Restricted--tenant security deposits 204,230
Accounts receivable 13,886
Escrow for taxes 606,256
Restricted escrows 1,518,559
Other assets 689,624
Investment properties:
Land $ 4,949,503
Buildings and related personal property 45,974,308
50,923,811
Less accumulated depreciation (22,446,726) 28,477,085
$34,391,271
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 96,312
Tenant security deposits 196,902
Accrued taxes 713,337
Other liabilities 371,337
Mortgage notes payable 27,509,847
Partners' Capital (Deficit)
General partners $ (303,078)
Limited partners (42,324 units
issued and outstanding) 5,806,614 5,503,536
$34,391,271
See Accompanying Notes to Financial Statements
b) SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
July 31, July 31,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Rental income $2,352,265 $2,598,756 $6,999,815 $7,703,174
Other income 172,786 139,596 500,576 468,166
Total revenues 2,525,051 2,738,352 7,500,391 8,171,340
Expenses:
Operating 769,597 878,979 2,163,373 2,465,302
General and administrative 74,153 179,674 244,106 320,124
Maintenance 430,666 398,340 1,057,047 1,076,191
Depreciation 495,975 553,227 1,466,175 1,633,249
Interest 625,306 710,549 1,888,981 2,142,533
Property taxes 224,928 239,141 663,221 705,812
Total expenses 2,620,625 2,959,910 7,482,903 8,343,211
Casualty loss -- -- (1,047) --
Net income (loss) $ (95,574) $ (221,558) $ 16,441 $ (171,871)
Net income (loss) allocated
to general partners (1%) $ (956) $ (2,216) $ 164 $ (1,719)
Net income (loss) allocated
to limited partners (99%) (94,618) (219,342) 16,277 (170,152)
$ (95,574) $ (221,558) $ 16,441 $ (171,871)
Net income (loss) per limited
partnership unit $ (2.24) $ (5.18) $ .38 $ (4.02)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
c) SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 42,324 $ 2,000 $42,324,000 $42,326,000
Partners' capital (deficit)
at October 31, 1995 42,324 $(303,242) $ 5,790,337 $ 5,487,095
Net income for the nine months
ended July 31, 1996 164 16,277 16,441
Partners' capital (deficit)
at July 31, 1996 42,324 $(303,078) $ 5,806,614 $ 5,503,536
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
d) SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
July 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 16,441 $ (171,871)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 1,466,175 1,633,249
Amortization of discounts and loan costs 222,106 239,750
Casualty loss 1,046 --
Change in accounts:
Restricted cash (9,000) (11,863)
Accounts receivable 2,681 5,418
Escrows for taxes (206,117) (159,710)
Other assets (55,558) 28,106
Accounts payable (244,566) (109,273)
Tenant security deposit liabilities 11,811 8,082
Accrued taxes 146,928 129,162
Other liabilities 11,782 38,602
Net cash provided by operating activities 1,363,729 1,629,652
Cash flows from investing activities:
Property improvements and replacements (701,773) (642,980)
Deposits to restricted escrows (46,183) (226,672)
Receipts from restricted escrows 67,648 58,156
Net insurance proceeds from property damages 35,587 --
Net cash used in investing activities (644,721) (811,496)
Cash flows from financing activities:
Payments on mortgage notes payable (546,935) (564,289)
Partners' distributions (1,000,000) --
Net cash used in financing activities (1,546,935) (564,289)
Net (decrease) increase in cash (827,927) 253,867
Cash at beginning of period 3,709,558 1,035,305
Cash at end of period $ 2,881,631 $1,289,172
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,670,711 $1,903,808
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS (Continued)
Supplemental Disclosure of Non-Cash Activity
Property improvements and replacements
Accounts payable was adjusted $53,548 at July 31, 1996, for non-cash amounts in
connection with property improvements and replacements.
See Accompanying Notes to Financial Statements
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements of Shelter Properties VI Limited
Partnership (the "Partnership") 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 the Corporate General Partner (Shelter Realty VI Corporation), all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the nine month
period ended July 31, 1996, are not necessarily indicative of the results that
may be expected for the fiscal year ending October 31, 1996. For further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-KSB for the year ended October 31,
1995.
Cash and Cash Equivalents:
Unrestricted - Unrestricted cash includes cash on hand and in banks, money
market funds and Certificates of Deposit with original maturities less than 90
days. 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,
provided the tenant has not damaged its space and is current on its rental
payments.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
Note B - Reconciliation of Cash Flows
The following is a reconciliation of the subtotal on the accompanying statements
of cash flows captioned "net cash provided by operating activities" to "net cash
used in operations", as defined in the partnership agreement. However, "net
cash used in 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.
Nine Months Ended
July 31,
1996 1995
Net cash provided by operating activities $1,363,729 $1,629,652
Payments on mortgage notes payable (546,935) (564,289)
Property improvements and replacements (701,773) (642,980)
Change in restricted escrows, net 21,465 (168,516)
Changes in reserves for net operating
liabilities 342,039 71,476
Additional reserves (480,000) (340,000)
Net cash used in operations $ (1,475) $ (14,657)
The Corporate General Partner reserved an additional $480,000 on July 31, 1996,
to fund capital improvements and repairs at the properties. On July 31, 1995,
the Corporate General Partner reserved $340,000 for capital expenditures and to
fund the Reserve Escrow, as defined in the mortgage notes.
Note C B 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 the reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. Property management fees paid to
affiliates of Insignia Financial Group, Inc., during the nine months ended July
31, 1996 and 1995, are included in operating expenses on the statement of
operations and are reflected in the following table. The Corporate General
Partner and its affiliates received reimbursements for services which are
included in general and administrative expenses on the statement of operations
for the nine months ended July 31, 1996 and 1995, as reflected in the following
table:
For the Nine Months Ended
July 31,
1996 1995
Property management fees $370,116 $405,758
Reimbursement for services of affiliates 143,489 125,792
Note C - Transactions with Affiliated Parties - continued
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Corporate General Partner. An affiliate of
the Corporate General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the current year's master policy. The current agent
assumed the financial obligations to the affiliate of the Corporate General
Partner who receives payments on these obligations from the agent. The amount
of the Partnership's insurance premiums accruing to the benefit of the affiliate
of the Corporate General Partner by virtue of the agent's obligations is not
significant.
Note D - Contingencies
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
7,985 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 Shelter Properties' Partnerships, all in violation of
the federal securities laws.
Note D - Contingencies - continued
On September 27, 1995, the parties entered into a stipulation to settle the
matter. The principal terms of the stipulation require supplemental payments to
tendering limited partners aggregating approximately $6 million to be paid by
the Affiliated Purchaser, of which approximately $722,000 is the Partnership'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 the 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 Shelter Properties
Partnerships made the payments to investors in accordance with the settlement in
early September 1996.
Note E - Sale of Marble Hills Apartments
On September 29, 1995, the Partnership sold Marble Hills Apartments to an
unaffiliated party. The buyer assumed the related mortgage notes payable. The
total outstanding balance on the mortgage notes payable was $3,344,066. The
carrying amount of the property was $4,459,975. The Partnership received net
proceeds of $2,412,138 after payment of closing costs. This disposition
resulted in a gain of $1,296,229 recognized during the fourth quarter of 1995.
As of July 31, 1995, total assets of Marble Hills were $4,737,120, total
liabilities were $3,272,981 and partners' deficit was $1,464,139. Revenues and
expenses for the nine months ended July 31, 1995, were $1,018,467 and $990,518,
respectively, resulting in net income of $27,949.
Note F - Casualty Loss
During the first quarter of 1996, the Partnership recorded a casualty loss
resulting from a fire which destroyed three units at Nottingham Square.
Although the damage was covered by insurance, the damage resulted in a loss of
$1,047. The loss resulted from gross proceeds received of $43,141 which were
less than the basis of the property plus expenses to replace the interiors
damaged.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of six apartment complexes. The
following table sets forth the average occupancy of the properties for the nine
months ended July 31, 1996 and 1995:
Average Occupancy
Property 1996 1995
Rocky Creek
Augusta, Georgia 84% 90%
Carriage House
Gastonia, North Carolina 97% 98%
Nottingham Square
Des Moines, Iowa 94% 94%
Foxfire/Barcelona
Durham, North Carolina 98% 98%
River Reach
Jacksonville, Florida 98% 99%
Village Gardens
Fort Collins, Colorado 94% 94%
The Corporate General Partner attributes the decrease in occupancy at Rocky
Creek to an increase in the number of tenants purchasing homes. Also
contributing to the decrease in occupancy was the downsizing of the employment
base with lay-offs in the region.
The Partnership's net income for the nine months ended July 31, 1996, was
$16,441 and the net loss for three months ended July 31, 1996, was $95,574. The
Partnership reported net losses of $171,871 and $221,558 for the corresponding
periods of 1995. The increase in net income for the nine months ended July 31,
1996, and the decrease in net loss for the three months ended July 31, 1996, is
primarily due to a decrease in general and administrative expense, an increase
in other income and an increase in rental income at the six remaining
properties. General and administrative expense decreased due to a decrease in
legal fees associated with the lawsuits disclosed in the Legal Proceeding
section below, as well as the decrease in professional expenses in connection
with the tender offerings in 1995. Other income increased due to an increase in
interest income resulting from increased cash reserves invested at higher
interest rates compared to 1995. Management's aggressiveness in collecting fees
related to lease cancellations at Nottingham Square also contributed to the
increase in other income.
On September 29, 1995, the Partnership sold Marble Hills Apartments to an
unaffiliated third party. The buyer assumed the related mortgage notes payable.
The total outstanding balance on the mortgage notes payable was $3,344,066. The
carrying amount of the property was $4,459,975. The Partnership received net
proceeds of $2,412,138 after payment of closing costs. This disposition
resulted in a gain of $1,296,229 recognized during the fourth quarter of 1995.
As of July 31, 1995, total assets of Marble Hills were $4,737,120, total
liabilities were $3,272,981 and partners' deficit was $1,464,139. Revenues and
expenses for the nine months ended July 31, 1995, were $1,018,467 and $990,518,
respectively, resulting in net income of $27,949.
As a result of the sale of Marble Hill (discussed above) overall rental income
and expenses decreased during 1996 as compared to the corresponding period in
1995. Rental income for the remaining properties increased due to rental rate
increases during 1996. Offsetting the increase in net income for the nine
months ended July 31, 1996, was an increase in maintenance expense at the
remaining properties. Maintenance expense increased at Foxfire/Barcelona due to
gutter repairs and exterior painting and at Village Gardens due to exterior and
interior improvements needed to maintain its market share.
During the first quarter of 1996, the Partnership recorded a casualty loss
resulting from a fire which destroyed three units at Nottingham Square.
Although the damage was covered by insurance, the damage resulted in a loss of
$1,047, arising from gross proceeds received of $43,141 which were less than the
basis of the property plus expenses to replace the interiors damaged.
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
expense. 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.
At July 31, 1996, the Partnership reported unrestricted cash of $2,881,631
versus $1,289,172 for the same period of 1995. Net cash provided by operating
activities decreased due to an increase in other assets due to a Federal tax
deposit required under Section 7519 of the Internal Revenue Code for future tax
liabilities which may be incurred from the income of the Partnership's
investment properties. The decrease in accounts payable, which was due to the
timing of payments to vendors, also contributed to the decrease in cash provided
by operating activities. Net cash used in investing activities decreased due to
insurance proceeds received in 1996 as a result of the fire discussed above and
a decrease in net cash deposited to restricted escrows as the escrows are fully
funded. Offsetting the decrease in net cash used in investing activities was an
increase in property improvements and replacements primarily due to replacements
of carpet, appliances, and HVAC units at Nottingham Square to improve and
maintain current occupancy levels. Net cash used in financing activities
increased due to a distribution made to partners during the nine months ended
July 31, 1996.
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 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 $27,509,847, net of discount, is amortized over 257 months with
balloon payments of $23,007,741 due on November 15, 2002, at which time the
properties will either be refinanced or sold. No cash distributions were paid
in 1995. Distributions of the proceeds from the sale of Marble Hills of
$1,000,000 were paid in the first quarter of 1996. Future cash distributions
will depend on the levels of net cash generated from operations, refinancing,
property sales and cash reserves.
PART II - OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
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
7,985 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 Shelter Properties Partnerships, all in violation of
the federal securities laws.
On September 27, 1995, the parties entered into a stipulation to settle the
matter. The principal terms of the stipulation require supplemental payments to
tendering limited partners aggregating approximately $6 million to be paid by
the Affiliated Purchaser, of which approximately $722,000 is the Partnership'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 the 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 Shelter Properties
Partnerships made the payments to investors in accordance with the settlement in
early September 1996.
ITEM 6. 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 during the quarter ended July 31, 1996:
None.
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.
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
By: Shelter Realty VI Corporation
Corporate General Partner
By:/s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By:/s/ Ronald Uretta
Ronald Uretta
Principal Financial Officer
and Principal Accounting Officer
Date: September 11, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties VI 1996 Third Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000730013
<NAME> SHELTER PROPERTIES VI LIMITED PARTNERSHIP
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> JUL-31-1996
<CASH> 2,881,631
<SECURITIES> 0
<RECEIVABLES> 13,886
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 50,923,811
<DEPRECIATION> 22,446,726
<TOTAL-ASSETS> 34,391,271
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 27,509,847
0
0
<COMMON> 0
<OTHER-SE> 5,503,536
<TOTAL-LIABILITY-AND-EQUITY> 34,391,271
<SALES> 0
<TOTAL-REVENUES> 7,500,391
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,482,903
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,888,981
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,441
<EPS-PRIMARY> .38
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
</FN>
</TABLE>
