FORM 10-KSB--Annual or Transitional Report Under
Section 13 or 15(d)
(As last amended by 34-31905, eff. 4/26/93)
[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 [Fee Required]
For the fiscal year ended October 31, 1995
or
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required]
For the transition period from.........to.........
Commission file number 0-13261
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
(Name of small business issuer 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
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $10,840,319
State the aggregate market value of the voting partnership interests by non-
affiliates computed by reference to the price at which the partnership interests
were sold, or the average bid and asked prices of such partnership interests, as
of a specified date within the past 60 days. $9,975,823
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Prospectus of Registrant dated March 22, 1984 (included in
Registration Statement, No.2-86995, of Registrant) are incorporated by reference
into Parts I and III.
PART I
Item 1. Description of Business
Shelter Properties VI Limited Partnership (the "Registrant" or the
"Partnership") is engaged in the business of acquiring, operating and holding
real properties for investment. The Registrant acquired nine existing apartment
properties during 1984 and 1985 and has been operating such properties since
that time with the exception of Northridge Landing Apartments, which the
Partnership permitted a lender to foreclose upon on February 6, 1990.
Furthermore, on September 29, 1995, the Registrant sold Marble Hills Apartments
as discussed in Note B to the financial statements.
Commencing March 22, 1984, the Registrant offered through E. F. Hutton &
Company Inc. ("Hutton") up to 34,900 Units of Limited Partnership Interest (the
"Units") at a purchase price of $1,000 per Unit with a minimum purchase of 5
Units ($5,000), or 2 Units ($2,000) for an Individual Retirement Account. By
means of Supplement No. 4 dated September 28, 1984, the Partnership offered for
sale an additional 15,000 Units. An additional 100 Units were purchased by the
Corporate General Partner. Limited partners are not required to make any
additional capital contributions.
The Units were registered under the Securities Act of 1933 via
Registration Statement No. 2-86995 (the "Registration Statement"). Reference is
made to the Prospectus of Registrant dated March 22, 1984 (the "Prospectus")
contained in said Registration Statement, which is incorporated herein by
reference thereto.
The offering terminated in October 1984. Upon termination of the
offering, the Registrant had accepted subscriptions for 42,324 Units, including
100 Units purchased by the Corporate General Partner, for an aggregate of
$42,324,000. Unsold Units (numbering 7,676) were deregistered pursuant to Post
Effective Amendment No. 1 to Registration Statement No. 2-93285 filed with the
Securities and Exchange Commission on November 13, 1984. The Registrant invested
approximately $30,300,000 of such proceeds in nine existing apartment properties
and thereby completed its acquisition program in March 1985 at approximately the
expenditure level estimated in the Prospectus. Funds not expended because they
are held as reserves have been invested by the Registrant, in accordance with
the policy described in the Prospectus, in U. S. Government securities or other
highly liquid, short-term investments where there is appropriate safety of
principal.
A further description of the Partnership's business is included in
Management's Discussion and Analysis or Plan of Operation included in Item 6 of
this Form 10-KSB.
The Registrant has no employees. Management and administrative services
are performed by Shelter Realty VI Corporation, the Corporate General Partner,
and by Insignia Management Group, L.P., an affiliate of Insignia Financial
Group, Inc. ("Insignia"), the ultimate parent company of the Corporate General
Partner. Pursuant to a management agreement between them, Insignia Management
Group, L.P. provides property management services to the Registrant.
The real estate business in which the Partnership is engaged is highly
competitive, and the Partnership is not a significant factor in this industry.
The Registrant's properties are subject to competition from similar properties
in the vicinity in which the properties are located. In addition, various
limited partnerships have been formed by the General Partners and/or their
affiliates to engage in business which may be competitive with the Registrant.
Item 2. Description of Properties
On September 29, 1995, the Partnership sold Marble Hills Apartments to an
unaffiliated party. The buyer assumed the mortgages, payable to Bank of
America. The total outstanding balance on the mortgage notes payable, including
interest, was $3,352,538. The Partnership received net proceeds of $2,412,138
after payment of closing costs. This disposition resulted in a gain of
$1,296,229.
The following table sets forth the Registrant's investments in properties:
Date of
Property Purchase Type of Ownership Use
Rocky Creek Apartments 6/29/84 Fee ownership subject Apartment
Augusta, Georgia to first and second 120 units
mortgages.
Carriage House Apartments 6/29/84 Fee ownership subject Apartment
Gastonia, North Carolina to first and second 102 units
mortgages.
Nottingham Square Apartments 8/31/84 Fee ownership subject Apartment
Des Moines, Iowa to first and second 442 units
mortgages.
Foxfire Apartments 9/30/84 Fee ownership subject Apartment
Barcelona Apartments 3/28/85 to first and second 353 units
Durham, North Carolina mortgages.
River Reach Apartments 1/30/85 Fee ownership subject Apartment
Jacksonville, Florida to first and second 298 units
mortgages.
Village Garden Apartments 3/01/85 Fee ownership subject Apartment
Fort Collins, Colorado to first and second 141 units
mortgages.
Schedule of Properties:
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Rocky Creek $ 4,390,632 1,789,256 5-35 yrs S/L $ 1,390,633
Augusta, GA
Carriage House 3,674,305 1,747,358 5-27 yrs S/L 907,787
Gastonia, NC
Nottingham Square 13,204,432 5,686,950 5-29 yrs S/L 5,289,976
Des Moines, IO
Foxfire/Barcelona 11,159,648 4,825,735 5-31 yrs S/L 4,991,286
Durham, NC
River Reach 13,947,246 5,524,502 5-27 yrs S/L 5,272,163
Jacksonville, FL
Village Garden 3,877,232 1,450,437 5-30 yrs S/L 1,713,618
Fort Collins, CO
Total $50,253,495 $21,024,238 $19,565,463
<FN>
See Note A to financial statements in Item 7 for a description of
Partnership's depreciation policy.
</FN>
</TABLE>
Schedule of Mortgages:
<TABLE>
<CAPTION>
Principal Principal
Balance At Stated Balance
October 31, Interest Period Maturity Due At
Property 1995 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Rocky Creek
1st Mortgage $ 2,251,898 7.60% (1) 11/15/02 $1,736,788
2nd Mortgage 74,162 7.60% (1) 11/15/02 74,162
Carriage House
1st Mortgage 2,075,695 7.60% (1) 11/15/02 1,601,014
2nd Mortgage 68,358 7.60% (1) 11/15/02 68,358
Nottingham Square
1st Mortgage 8,126,463 7.60% (1) 11/15/02 6,267,752
2nd Mortgage 267,627 7.60% (1) 11/15/02 267,627
Foxfire/Barcelona
1st Mortgage 5,874,563 7.60% (1) 11/15/02 4,530,960
2nd Mortgage 193,466 7.60% (1) 11/15/02 193,466
River Reach
1st Mortgage 7,636,905 7.60% (1) 11/15/02 5,890,126
2nd Mortgage 251,505 7.60% (1) 11/15/02 251,505
Village Garden
1st Mortgage 2,643,551 7.60% (1) 11/15/02 2,038,923
2nd Mortgage 87,060 7.60% (1) 11/15/02 87,060
29,551,253
Less unamortized
discounts (1,645,739)
$27,905,514
<FN>
(1) The principal balance is being amortized over 257 months with a balloon
payment due November 15, 2002.
</FN>
</TABLE>
Average annual rental rate and occupancy for 1995 and 1994 for each property:
Average Annual Average Annual
Rental Rates Occupancy
1995 1994 1995 1994
Rocky Creek $6,610 $6,501 90% 91%
Carriage House 6,352 5,930 98% 98%
Nottingham Square 6,539 6,385 94% 95%
Foxfire/Barcelona 6,118 5,812 98% 94%
River Reach 7,141 6,901 99% 99%
Village Garden 6,232 5,804 95% 97%
The Corporate General Partner attributes the increase in occupancy at Foxfire
to a reduction in the number of tenants purchasing homes as well as a strong
market created by the property's proximity to the universities and hospitals in
the Durham area. In addition, the Durham area experienced little growth in new
apartment complexes over the last several years. During this time, Foxfire's
overall reputation improved resulting in decreased turnover.
As noted under Item 1., Description of Business, the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area. The
Corporate General Partner believes that all of the properties are adequately
insured. The multi-family residential properties' lease terms are for one year
or less. No individual tenant leases 10% or more of the available rental space.
Real estate taxes and rates in 1995 for each property were:
1995 1995
Billing Rate
Rocky Creek $ 35,391* 2.72%
Carriage House 35,905* 1.26%
Nottingham Square 360,258* 3.26%
Foxfire/Barcelona 155,918* 1.62%
River Reach 228,251* 2.20%
Village Garden 42,968* 8.99%
*Due to this property having a fiscal year different than the real estate tax
year, tax expense does not agree to the 1995 billing.
Item 3. Legal Proceedings
The general partner responsible for management of the Partnership's
business is Shelter Realty VI Corporation, a South Carolina corporation (the
"Corporate General Partner"). The only other general partner of the
Partnership, N. Barton Tuck, Jr. is effectively prohibited by the Partnership's
partnership agreement (the "Partnership Agreement") from participating in the
management of the Partnership. The Corporate General Partner is an indirect
subsidiary of Insignia Financial Group, Inc. ("Insignia"). The directors and
officers of the Corporate General Partner also serve as executive officers of
Insignia.
The Corporate General Partner owns 100 Limited Partnership Units
("Units"). On May 27, 1995, an affiliate of the Corporate General Partner (the
"Affiliated Purchaser") acquired 7,985 Units at a price of $200.00 per Unit
pursuant to a tender offer (the "Affiliate Offer") described below. The
Corporate General Partner and the Affiliated Purchaser are, therefore, entitled
to participate in cash distributions made by the Partnership to its Unit
holders. The Partnership had not made cash distributions to Unit holders since
1986. However, before year end, distributions of $1,000,000 were declared.
These distributions were paid subsequent to year end. Because the cash
distributed represents proceeds from the sale of Marble Hills Apartments, the
Corporate General Partner did not receive cash in respect of its general
partner interest. In the future, the Corporate General Partner may be entitled
to certain cash distributions in respect of its general partner interest. The
Corporate General Partner has not received a cash distribution in respect of
its general partner interest since 1986.
As a result of the Affiliated Purchaser's acquisition of 18.9% of the
outstanding Units, the Affiliated Purchaser, an affiliate of the Corporate
General Partner and Insignia, may be in a position to significantly influence
any vote of the Unit holders. The Partnership has paid Insignia Management
Group, L.P. ("IMG"), an affiliate of the Corporate General Partner, property
management fees equal to 5% of the Partnership's apartment revenues for property
management services in each of the two years in the period ended October 31,
1995, pursuant to property management agreements. Property management fees paid
to IMG amounted to $517,482 and $540,383, respectively, for the years ended
October 31, 1994 and 1995. Insignia and its affiliates do not receive any fees
from the Partnership for the asset management or partnership administration
services they provide, although Insignia and its affiliates are reimbursed by
the Partnership for the expenses they incur in connection with providing those
services. The Partnership Agreement also provides for reimbursement to the
Corporate General Partner and its affiliates for costs incurred in connection
with administration of the Partnership's activities. Pursuant to these
provisions and in addition to the property management fees referred to above,
the Partnership paid the Corporate General Partner and its affiliates (including
the reimbursements to Insignia and its affiliates in connection with asset
management and partnership administration services) an aggregate of $191,686 and
$164,528, respectively, for the years ended October 31, 1994 and 1995. In
addition, at various times during the past two fiscal years an affiliate of
Insignia has held a promissory note or preferred stock issued by an unaffiliated
company that provides insurance brokerage services to the Partnership.
The terms of the Affiliated Purchaser's financing of the Affiliate Offer
may result in future potential conflicts of interest. The Affiliated Purchaser
paid for the Units it purchased pursuant to the Affiliate Offer with funds
provided by Insignia, and Insignia, in turn, obtained these funds from its
working capital. It is possible, however, that in connection with its future
financing activities, Insignia may cause or request the Affiliated Purchaser to
pledge its Units as collateral for loans, or otherwise agree to terms which
provide Insignia and the Affiliated Purchaser with incentives to generate
substantial near-term cash flow from the Affiliated Purchaser's investment in
the Units. In such a situation, the Corporate General Partner may experience a
conflict of interest in seeking to reconcile the best interests of the
Partnership with the need of its affiliates for cash flow from the Partnership's
activities.
On April 27, 1995, the Affiliated Purchaser commenced the Affiliate Offer
for up to 30% of the Units at a price of $200.00 per Unit. The Affiliate Offer
expired on May 26, 1995. On May 27, 1995, an affiliate of the Corporate General
Partner, the Affiliated Purchaser, acquired 7,985 Units at a price of $200.00
per Unit pursuant to the Affiliate Offer. During the Affiliate Offer, Carl C.
Icahn and certain of his associates contacted Insignia about pursuing a variety
of possible transactions on a joint venture basis. During those discussions,
representatives of Insignia advised Mr. Icahn and his representatives that
Insignia did not wish to discourage or prevent any transaction which would
produce additional value for Unit holders. During those conversations, Mr.
Icahn and his representatives expressed a desire to make an equity investment in
the Affiliated Purchaser with a view to sharing in the economic benefits, if
any, to be derived by the Affiliated Purchaser from the Affiliate Offer. The
representatives of Insignia declined to agree to such an arrangement.
Following those discussions, at approximately 6:45 p.m. on Monday, May 22,
1995, the Corporate General Partner received a letter from High River Limited
Partnership ("High River") which stated that High River was commencing, by
public announcement, a cash tender offer for up to approximately 30% of the
outstanding Units at a price of $230.00 per Unit (the "High River Offer"). High
River sent similar letters to the Insignia affiliated corporate general partners
of five other limited partnerships. On May 23, 1995, Insignia issued a press
release which announced receipt of the letters.
From 12:00 noon on Tuesday, May 23 through late in the evening of
Wednesday, May 24, the Affiliated Purchaser, Insignia, and High River and their
respective counsel had a series of meetings and telephone conversations to
explore a possible joint venture relationship with respect to various real
estate related investment opportunities, including the Affiliate Offer.
Representatives of High River terminated the discussions. No agreement was
reached with respect to the Affiliated Offer or any other matter.
On the afternoon of Thursday, May 25, 1995, the Corporate General Partner
received a second letter from High River stating that High River had initiated a
tender offer for up to 40% of the outstanding Units at a price of $290.40 per
Unit. High River also issued a press release announcing the High River Offer
and that High River was commencing similar tender offers for units of limited
partnership interest in five other partnerships in which other Insignia
affiliates are the corporate general partners. Upon receiving the letter from
High River, Insignia issued its own press release announcing the terms of the
six High River offers.
Also on May 25, 1995, the Corporate General Partner received a copy of a
Complaint (the "High River Complaint") seeking, among other things, an order
from the United States District Court for the District of Delaware enjoining the
closing of the Affiliate Offer. The High River Complaint related to the
Affiliate Offer and to five other tender offers made by affiliates of Insignia
for units of limited partnership interests in other limited partnerships in
which other affiliates of Insignia are general partners. The High River
Complaint named as defendants the Affiliated Purchaser and each of the Insignia
affiliates making the five other tender offers; the Corporate General Partner
and the five other Insignia-affiliated general partners; and Insignia. The High
River Complaint contained allegations that, among other things, the Affiliated
Purchaser sought to acquire Units at highly inadequate prices, and that the
Affiliate Offer contained numerous false and misleading statements and omissions
of material facts. The alleged misstatements and omissions concerned, among
other things, the true value of the units; the true financial conditions of the
Partnership; the factors affecting the likelihood that properties owned by the
Partnership will be sold or liquidated in the near future; the liquidity and
value of the Units; the limited secondary market for Units; and the true nature
of the market for underlying assets. The High River Complaint also alleged that
the Affiliated Purchaser failed to comply with the requirements of Rule 13e-4
under the Securities Exchange Act of 1934.
On Friday, May 26, 1995, the United States District Court for the District
of Delaware denied High River's motion for a temporary restraining order to
postpone the closing of the Affiliate Offer. On May 26, 1995, Insignia issued a
press release announcing the Court's decision. High River subsequently
voluntarily withdrew the High River Complaint without prejudice.
On May 26, 1995, High River filed a Schedule 14D-1 relating to the High
River Offer and containing an Offer to Purchase and a related Assignment of
Partnership Interest. The Affiliate Offer expired as scheduled at midnight on
May 26, 1995. As filed on May 26, 1995, the High River Offer was conditioned
upon the Affiliate Offer being extended by at least 10 business days. High
River issued a press release, dated May 26, 1995, announcing that the extension
of the Affiliate Offer for 10 business days would be eliminated as a condition
to the High River Offer. Also on May 26, the Chairman and Chief Executive
Officer of Insignia received a letter from Mr. Icahn. In the letter, Mr. Icahn
accused Insignia of disregarding its "fiduciary responsibilities."
On Friday June 2, the High River Offer to Purchase and the related
Assignment of Partnership Interests were mailed to Unit holders. On Monday,
June 5, the Corporate General Partner delivered a letter to High River which
requested that High River cure certain alleged critical omissions,
misstatements, and deficiencies in the High River Offer by June 7, 1995. On
June 7, the Corporate General Partner received a letter from Mr. Icahn stating
that High River did not agree with the positions taken in the Corporate General
Partner's June 5 letter.
On June 8, 1995, the Corporate General Partner commenced an action against
High River and Carl C. Icahn in the United States District Court for the
District of South Carolina. The complaint alleged that the High River Offer
misled Unit holders and violated federal securities laws. The Partnership
sought relief from High River's and Mr. Icahn's actions in the form of an
injunction against the High River Offer, a judgment declaring that the untrue
statements in and omissions from the High River Offer constitute violations of
the federal securities laws, and an order requiring High River to make
appropriate disclosures to correct all of the false and misleading statements in
and omissions from the High River Offer.
The Partnership and the Corporate General Partner recommended that the Unit
holders reject the High River Offer and not tender their Units pursuant to the
High River Offer. The Partnership and the Corporate General Partner stated that
they may reconsider their recommendation if High River makes additional
disclosures to the Unit holders as the Corporate General Partner requested. For
further information, see the Partnership's Solicitation/Recommendation Statement
on Schedule 14D-9 which was filed with the Securities and Exchange Commission on
June 9, 1995.
On June 12, 1995, High River filed an amendment to its Schedule 14D-1
containing a Supplement to its Offer to Purchase. The Supplement amended the
High River Offer to increase the number of Units being sought to all of the
outstanding Units and amended certain disclosures in the Offer to Purchase.
Persons claiming to own Units filed a purported class action and derivative
suit in the United States District Court for the District of South Carolina
seeking, among other things, an order enjoining the Affiliate Offer. On
Thursday, May 18, 1995, the Court denied plaintiffs' motion for a temporary
restraining order postponing the closing of the Affiliate Offer, which expired
as scheduled on May 26, 1995. Counsel for the parties are engaged in settlement
discussions and may continue such discussions.
The Complaint applies to the Affiliate Offer and to five other tender
offers being made by affiliates of Insignia for units of limited partnership
interests in other limited partnerships in which other affiliates of Insignia
serve as general partners. The Complaint names as defendants the Affiliated
Purchaser and each of the Insignia affiliates, including the five other tender
offerors; the Corporate General Partner and five other Insignia-affiliated
general partners; and four individuals who are officers and/or directors of
Insignia, the Corporate General Partner and/or the Affiliated Purchaser. The
Complaint contains allegations that, among other things, the defendants have
intentionally mismanaged the Partnership and the five other Partnerships
(collectively the "Partnerships") and acted contrary to the limited partners'
best interests in order to prolong the lives of the Partnerships and thus
continue the revenues derived by Insignia from the Partnerships while at the
same time reducing the demand for the Partnerships' units in the limited resale
market for the units by artificially depressing the trading prices for the
units, in order to create a favorable environment for the Affiliate Offer and
the five other tender offers. In the Complaint the plaintiffs also allege that
in the Affiliate Offer and the five other tender offers, the Affiliated
Purchaser will acquire effective voting control over the Partnerships at highly
inadequate prices, and that the offers to purchase and related tender offer
documents contain numerous false and misleading statements and omissions of
material facts. The alleged misstatements and omissions concern, among other
things, the advantages to Unit holders of tendering Units pursuant to the
Affiliate Offer; the true value of the Units; the true financial condition of
the Partnerships; the factors affecting the likelihood that properties owned by
the Partnerships will be sold or liquidated in the near future; the liquidity
and value of the Units; the limited secondary market for Units; and the true
nature of the market for underlying assets.
On Friday, June 16, plaintiffs filed an amended complaint which contained
allegations that, among other things, the defendants engaged in a plan by which
they misappropriated the Partnerships' assets and fraudulently induced limited
partners to sell units to the defendants at highly inadequate prices by causing
the Partnerships to take actions that artificially depressed the prices
available for units and by knowingly disseminating false and misleading
statements and omissions of material facts. The plaintiffs alleged that the
defendants breached fiduciary duties and violated federal securities law by
closing the Affiliate Offer and the five other tender offers made by affiliates
of Insignia for units in the other Partnerships with the knowledge that the
limited partners were not aware of the High River Offer. The plaintiffs further
alleged that the defendants, since the close of the Affiliate Offer, had caused
the Partnerships to enter into several wasteful transactions that had no
business purpose or benefit to the Partnerships solely in order to entrench
themselves in their positions of control over the Partnerships, with the effect
of impeding and possibly preventing nonaffiliated entities from making tender
offers that offer higher value to unit holders than defendants paid.
Subsequent to the filing of the lawsuit by the Corporate General Partner
against High River and Carl C. Icahn, the Corporate General Partner and High
River began discussions in an attempt to settle the lawsuit. On Friday, June
16, 1995, High River issued a press release announcing that the expiration date
of the High River Offer was extended until 12:00 midnight, New York City time on
Wednesday, June 28, 1995, and that High River and the Corporate General Partner
were engaged in settlement discussions.
On Saturday, June 17, the Affiliated Purchaser and Insignia entered into an
agreement with Carl C. Icahn and High River (the "Agreement") and the Corporate
General Partner, among others, entered into a letter agreement with High River
(together with the Agreement, the "Agreements"). The Agreements provide
generally that Insignia would not, and will not cause or permit its affiliates
to, actively oppose the High River Offer, but rather would take a neutral stance
with respect to the High River Offer, except in the case of a competing third
party bid made prior to the expiration of the High River Offer or the occurrence
of any event materially adversely affecting High River Offer. The High River
Offer would proceed in accordance with its terms, as amended, and the Corporate
General Partner would cooperate to facilitate the admission of High River as a
substitute limited partner with respect to any Units High River purchases
pursuant to the High River Offer in accordance with the terms of the Partnership
Agreement and applicable law. The Agreements limited High River's ability to
amend or extend the High River Offer. Apart from purchases made by High River
pursuant to the High River Offer, neither High River nor Insignia nor any of
their respective affiliates would purchase any additional Units pursuant to a
tender offer and can only purchase additional Units from time to time under
certain conditions specified in the Agreements. High River would vote on
certain matters concerning the Partnership as directed by Insignia. In
addition, High River and its affiliates are prohibited from soliciting proxies
with respect to the Partnership or otherwise making proposals concerning the
Partnership directly to other Unit holders. High River and Insignia have
certain buy-sell rights with respect to the other's Units which may be exercised
18 months after the effective date of the Agreements and annually thereafter and
at earlier or later dates under other circumstances specified in the Agreements,
including the proposal of certain transactions otherwise protected by the
Agreements. The party selling Units pursuant to the buy-sell transaction must
sell or cause to be sold to the other party all Units beneficially owned by the
first party and its affiliates.
Litigation initiated by the Corporate General Partner concerning the High
River Offer and litigation initiated by High River concerning the Affiliate
Offer was dismissed with prejudice and mutual releases were exchanged. On June
20, High River issued a press release announcing that the expiration date of the
High River Offer was extended until 12:00 midnight, New York City time on
Monday, July 3, 1995.
On July 20, 1995, the Partnership mailed a letter to limited partners of
the Partnership who tendered limited partnership units to the Affiliated
Purchaser in the recent tender offer. The letter notified the limited partners
that the Affiliated Purchaser had offered to increase the amount paid to such
limited partners by an additional 45%.
On September 27, 1995, the parties to the purported class action and
derivative suit described above, entered into a stipulation to settle the
matter. The principal terms of the stipulation requires supplemental payments
to tendering limited partners aggregating approximately $6 million to be paid by
the Affiliated Purchaser; waiver by the Corporate General Partner and five other
Insignia affiliated general partners of any right to certain proceeds from a
sale or refinancing of the Partnership's properties; some restrictions on
Insignia's ability to vote the limited partner interest it acquired; payment of
$1.25 million for plaintiffs' attorney fees and expenses in the litigation; and
general releases of all the defendants. The Partnership has accrued
approximately $76,000 related to its allocated share of the $1.25 million.
Provisional Court approval of the stipulation is required before it will be
distributed to the class members for review. If a certain number of class
members opt out, the settlement may be cancelled and no assurance can be given
that this matter will be settled on the terms set forth above or otherwise.
Item 4. Submission of Matters to a Vote of Security Holders
During the fiscal year ended October 31, 1995, no matter was submitted to a
vote of unit holders through the solicitation of proxies or otherwise.
PART II
Item 5. Market for Partnership Equity and Related Partner Matters
As of October 31, 1995, there was minimal trading of the Units in the
secondary market establishing a value of $200 per unit as quoted in the
September 1995 Stanger Report. As disclosed in Item 3., Legal Proceedings, an
affiliate of the Corporate General Partner purchased 7,985 Units at $290.51 per
Unit. In addition, High River Limited Partnership purchased 2,961 at $290.40
per Unit. There were 3,111 holders of record owning an aggregate of 42,324
Units. No public trading has developed for the Units, and it is not anticipated
that such a market will develop in the future. No distributions were made
during 1995 or 1994. However, at October 31, 1995, distributions of $1,000,000
had been declared which were paid subsequent to year end. Future cash
distributions will depend on the levels of net cash generated from operations,
refinancings, property sales and cash reserves. Distributions may also be
restricted by the requirement to deposit net operating income (as defined in the
mortgage note) into the Reserve Account until the Reserve Account is funded an
amount equal to $1,000 per apartment unit for each respective unit.
Item 6. Management's Discussion and Analysis or Plan of Operation
This item should be read in conjunction with the financial statements and
other income contained elsewhere in this report.
Results of Operations
The Partnership's net income as shown in the financial statements for the
year ended October 31, 1995, was $771,792 versus a net loss of $972,804 for the
same period in 1994 (see Note E of the financial statements for a reconciliation
of these amounts to the Partnership's federal taxable losses.) The change from
a net loss in 1994 to net income in 1995 is primarily attributable to the gain
on the sale of Marble Hills Apartments in 1995. (See Note B of the financial
statements for additional information). Also contributing to this change is an
increase in rental income due to rental rate increases at various properties.
In addition, other income increased due to an increase in various tenant
charges, such as lease cancellation fees, pet fees, and application fees. Other
income also reflected the receipt of 1993 and 1994 tax refunds in 1995 for
Foxfire Apartments. Offsetting these increases is an increase in general and
administrative expenses due to increased legal fees associated with the lawsuits
disclosed in Item 3. Legal Proceedings, as well as increased professional
expenses in connection with the tender offers.
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.
Liquidity and Capital Resources
At October 31, 1995, the Partnership reported unrestricted cash of
$3,309,302 versus $457,778 for October 31, 1994. Net cash provided by operating
activities increased primarily due to the change from a net loss in 1994 to net
profit in 1995 as discussed above, which was offset by the gain on sale of
Marble Hills of approximately $1,300,000. In addition, the change in escrow for
taxes reflects an increase in cash due to the timing of the transfers from the
tax escrow to unrestricted cash in order to cover tax payments. The decrease in
accrued taxes, reflecting the payment of the taxes, offsets this change. Also
contributing to the change was a decrease in cash used in accounts payable due
to the timing of payments. Offsetting the change was a decrease in other
liabilities due to the timing of the payment of the appraisal cost in 1995. Net
cash provided by investing activities increased primarily due to proceeds from
the sale of Marble Hills of approximately $2,400,000. Offsetting this change
are decreased receipts from restricted escrows due to the majority of the
renovations required by the refinancing in 1992 having been completed in the
prior two years. The 1995 improvements were primarily funded from property
operations. Net cash used in financing activities increased due to an increase
in principal payments on the mortgage notes payable.
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 $27,905,514, net of discount, is amortized over 257 months with
a balloon payment of $23,007,741 due on November 15, 2002, at which time the
properties will either be refinanced or sold. On September 29, 1995, the
Partnership sold Marble Hills Apartments to an unaffiliated party. The buyer
assumed the mortgages, payable to Bank of America. The total outstanding
balance on the mortgage notes payable, including interest, was $3,352,538. The
Partnership received net proceeds of $2,412,138 after payment of closing costs.
This disposition resulted in a gain of $1,296,229. No cash distributions were
recorded in 1994 or 1995. However, at October 31, 1995, distributions of
proceeds from the sale of Marble Hills of $1,000,000 had been declared which
were paid subsequent to year end. Future cash distributions will depend on the
levels of net cash generated from operations, refinancing, property sales and
cash reserves. Distributions may also be restricted by the requirement to
deposit net operating income (as defined in the mortgage note) into the Reserve
Account until the $1,000 per apartment unit is funded for each respective
property.
Item 7. Financial Statements
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Balance Sheet - October 31, 1995
Statements of Operations - Years ended October 31, 1995 and 1994
Statements of Changes in Partners' Capital (Deficit) - Years ended
October 31, 1995 and 1994
Statements of Cash Flows - Years ended October 31, 1995 and 1994
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Shelter Properties VI Limited Partnership
We have audited the accompanying balance sheet of Shelter Properties VI Limited
Partnership as of October 31, 1995, and the related statements of operations,
changes in partners' capital (deficit) and cash flows for each of the two years
in the period ended October 31, 1995. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Shelter Properties VI Limited
Partnership as of October 31, 1995, and the results of its operations and its
cash flows for each of the two years in the period ended October 31, 1995, in
conformity with generally accepted accounting principles.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
December 12, 1995
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
BALANCE SHEET
<TABLE>
<CAPTION>
October 31, 1995
<S> <C> <C>
Assets
Cash:
Unrestricted $ 3,309,302
Restricted--tenant security deposits 195,230
Investments (Note C) 400,256
Accounts receivable 16,567
Escrow for taxes 400,139
Restricted escrows 1,540,024
Other assets 704,905
Investment properties (Notes D & G):
Land $ 4,949,503
Buildings and related personal property 45,303,992
50,253,495
Less accumulated depreciation (21,024,238) 29,229,257
$35,795,680
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 287,330
Tenant security deposits 185,091
Accrued taxes 566,409
Other liabilities 1,364,241
Mortgage notes payable (Note D) 27,905,514
Partners' Capital (Deficit)
General partners $ (303,242)
Limited partners (42,324 units
issued and outstanding) 5,790,337 5,487,095
$35,795,680
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended October 31,
1995 1994
<S> <C> <C>
Revenues:
Rental income $10,251,419 $ 9,914,030
Other income 588,900 525,494
Total revenues 10,840,319 10,439,524
Expenses:
Operating 2,775,826 2,857,528
General and administrative 477,503 254,042
Property management fees 540,383 517,482
Maintenance 1,617,750 1,760,186
Depreciation 2,172,942 2,106,247
Interest 2,823,446 2,897,571
Property taxes 915,226 966,589
Total expenses 11,323,076 11,359,645
Loss on disposal of property (41,680) (52,683)
Gain on sale of property (Note B) 1,296,229 --
Net income (loss) (Note E) $ 771,792 $ (972,804)
Net income (loss) allocated to
general partner (1%) $ 7,718 $ (9,728)
Net income (loss) allocated to
limited partners (99%) 764,074 (963,076)
$ 771,792 $ (972,804)
Net income (loss) per limited partnership unit $ 18.05 $ (22.75)
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital
contributions 42,324 $ 2,000 $42,324,000 $42,326,000
Partners' (deficit) capital
at October 31, 1993 42,324 $(301,232) $ 6,989,339 $ 6,688,107
Net loss for the year
ended October 31, 1994 -- (9,728) (963,076) (972,804)
Partners' (deficit) capital
at October 31,1994 42,324 (310,960) 6,026,263 5,715,303
Net income for the year
ended October 31, 1995 -- 7,718 764,074 771,792
Distributions payable
to partners -- -- (1,000,000) (1,000,000)
Partners' (deficit) capital
at October 31, 1995 42,324 $(303,242) $ 5,790,337 $ 5,487,095
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended October 31,
1995 1994
<S>
Cash flows from operating activities: <C> <C>
Net income (loss) $ 771,792 $ (972,804)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 2,172,942 2,106,247
Amortization of discounts and loan costs 318,158 310,976
Loss on disposal of property 41,680 52,683
Gain on sale of Marble Hills (1,296,229) --
Change in accounts:
Restricted cash 21,879 (22,213)
Accounts receivable (3,843) 18,930
Escrow for taxes 11,757 (8,372)
Other assets (3,781) 4,769
Accounts payable (20,546) (57,795)
Tenant security deposit liabilities (32,018) 22,213
Accrued taxes (16,731) 136,532
Other liabilities (15,642) 2,341
Net cash provided by operating activities 1,949,418 1,593,507
Cash flows from investing activities:
Property improvements and replacements (940,133) (877,929)
Cash invested in short-term investments (726,256) (1,297,263)
Cash received from matured investments 903,527 1,190,117
Deposits to restricted escrows (293,278) (280,624)
Receipts from restricted escrows 299,084 463,374
Proceeds from sale of Marble Hills 2,412,138 --
Net cash provided by (used in)
investing activities 1,655,082 (802,325)
Cash flows from financing activities:
Payments on mortgage notes payable (752,976) (704,201)
Net cash used in financing activities (752,976) (704,201)
Net increase in cash balance 2,851,524 86,981
Cash at beginning of period 457,778 370,797
Cash at end of period $ 3,309,302 $ 457,778
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,518,464 $ 2,586,596
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
Notes to Financial Statements
October 31, 1995
Note A - Organization and Significant Accounting Policies
Organization: Shelter Properties VI Limited Partnership ( the Partnership or
"Registrant") was organized as a limited partnership under the laws of the State
of South Carolina pursuant to a Certificate and Agreement of Limited Partnership
filed August 3, 1983. The general partner responsible for management of the
Partnership's business is Shelter Realty VI Corporation, a South Carolina
corporation (the "Corporate General Partner"). The only other general partner
of the Partnership, N. Barton Tuck, Jr. is effectively prohibited by the
Partnership's partnership agreement (the "Partnership Agreement") from
participating in the management of the Partnership. The Corporate General
Partner is an indirect subsidiary of Insignia Financial Group, Inc.
("Insignia"). The directors and officers of the Corporate General Partner also
serve as executive officers of Insignia. The partnership agreement terminates
December 31, 2023. The Partnership commenced operations on June 29, 1984, and
completed its acquisition of apartment properties on March 28, 1985. The
Partnership operates six apartment properties located in the south, midwest and
the west.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Allocation of Cash Distributions: Cash distributions by the Partnership are
allocated between general and limited partners in accordance with the provisions
of the partnership agreement. The partnership agreement provides that net cash
from operations means revenue received less operating expenses paid, adjusted
for certain specified items which primarily include mortgage payments on debt,
property improvements and replacements not previously reserved, and the effects
of other adjustments to reserves. In the following notes to financial
statements, whenever net cash from (used by) operations is used, it has the
aforementioned meaning. The following is a reconciliation of the subtotal in
the accompanying statements of cash flows captioned net cash provided by
operating activities to net cash used by operations, as defined in the
partnership agreement. However, "net cash used by 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.
1995 1994
Net cash provided by operating activities $ 1,949,418 $ 1,593,507
Property improvements and replacements (940,133) (877,929)
Payments on mortgage notes payable (752,976) (704,201)
Changes in reserves for net operating
liabilities 58,925 (96,405)
Change in restricted escrows, net 5,806 182,750
Additional operating reserves (322,000) (245,000)
Net cash used by operations $ (960) $ (147,278)
Note A - Organization and Significant Accounting Policies (Continued)
Distributions made from reserves no longer considered necessary by the general
partners are considered to be additional net cash from operations for allocation
purposes. At October 31, 1995, the Corporate General Partner declared a
distribution of $1,000,000 from proceeds from the sale of Marble Hills
Apartments which was paid subsequent to year end. The General Partner has
reserved an additional $322,000 to fund capital improvements and repairs at the
properties.
The partnership agreement provides that 99% of distributions of net cash from
operations are allocated to the limited partners until they receive net cash
from operations for such fiscal year equal to 7% of their adjusted capital
values (as defined in the partnership agreement), at which point the general
partners will be allocated all net cash from operations until they have received
distributions equal to 10% of the aggregate net cash from operations distributed
to partners for such fiscal year. Thereafter, the general partners will be
allocated 10% of any distributions of remaining net cash from operations for
such fiscal year.
All distributions of distributable net proceeds (as defined in the partnership
agreement) from property dispositions and refinancings will be allocated to the
limited partners until each limited partner has received an amount equal to a
cumulative 7% per annum of the average of the limited partners' adjusted capital
value, less any prior distributions of net cash from operations and
distributable net proceeds, and has also received an amount equal to the limited
partners' adjusted capital value. Thereafter, the general partners receive 1%
of the selling prices of properties sold where they acted as a broker, and then
the limited partners will be allocated 85% of any remaining distributions of
distributable net proceeds and the general partners will receive 15%.
Distributions may be restricted by the requirement to deposit net operating
income (as defined in the mortgage note) into the Reserve Account until the
$1,000 per apartment unit is funded for each respective property. The
Partnership reserved $245,000 at October 31, 1994, for deposit into this
account.
Undistributed Net Proceeds from Disposition: Net proceeds from the sale of
Marble Hills Apartments totalled $2,412,138. Subsequent to October 31, 1995,
distributions of $1,000,000 were paid, leaving undistributed net proceeds from
dispositions of $1,412,138.
Distribution Payable: At October 31, 1995, the Partnership had declared a
distribution of $1,000,000 from the net proceeds from the sale of Marble Hills
Apartments. This amount was included in other liabilities and was paid
subsequent to year end.
Allocation of Profits, Gains and Losses: Profits, gains and losses of the
Partnership are allocated between general and limited partners in accordance
with the provisions of the partnership agreement.
For any fiscal year, to the extent that profits, not including gains from
property dispositions, do not exceed distributions of net cash from operations,
such profits are allocated in the same manner as such distributions. In any
fiscal year in which profits, not including gains from property disposition,
exceed distributions of net cash from operations, such excess is treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and is allocated together with, and in the same manner as, that portion
of gain described in the second sentence of the following paragraph.
Any gain from property dispositions attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property over the Partnership's adjusted basis in the property shall be
allocated to each partner having a negative capital account balance, to the
extent of such negative balance. The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and shall be allocated to the general partners to the extent that
general partners would have received distributable net proceeds in connection
therewith; the balance shall be allocated to the limited partners. However, the
interest of the general partners will be equal to at least 1% of each gain at
all times during the existence of the Partnership.
All losses, including losses attributable to property dispositions, are
allocated 99% to the limited partners and 1% to the general partners.
Accordingly, net income (losses) as shown in the statements of operations and
changes in partners' capital for 1995 and 1994 were allocated 99% to the limited
partners and 1% to the general partners. Net income (loss) per limited
partnership unit for each such year was computed as 99% of net income (loss)
divided by 42,324 weighted average units outstanding.
Other Reserves: The general partners may also designate a portion of cash
generated from operations as other reserves in determining net cash from
operations. Per the Partnership, the general partners designated as other
reserves an amount equal to the net liabilities related to the operations of
apartment properties during the current fiscal year that are expected to require
the use of cash during the next fiscal year. The changes in other reserves
during 1995 and 1994 were $58,925 and $(96,405), respectively, which amounts
were determined by considering changes in the balances of restricted cash,
accounts receivable, escrow for taxes, other assets, accounts payable, tenant
security deposit liabilities, accrued taxes and other liabilities. At this
time, the general partners expect to continue to adjust other reserves based on
the net change in the aforementioned account balances.
Restricted Escrows:
Capital Improvement Account - At the time of the REMIC refinancing in
1992, $1,429,458 of the proceeds were designated for a "capital improvement
escrow" for certain capital improvements. At October 31, 1995, the balance
remaining was $65,471. Upon completion of the scheduled property improvements,
any excess funds will be returned to the properties for property operations.
Reserve Account - In addition to the Capital Improvement Account, a
general Reserve Account was established in 1992 with the refinancing proceeds
for each mortgaged property. These funds were established to cover necessary
repairs and replacements of existing improvements, debt service, out of pocket
expenses incurred for ordinary and necessary administrative tasks, and payment
of real property taxes and insurance premiums. The Partnership is required to
deposit net operating income (as defined in the mortgage note) from each
property to the respective reserve account until they equal $1,000 per apartment
unit for each respective property. The minimum balance of $400 per apartment
unit, as well as the requirement of $1,000 per apartment unit, has currently
been attained. The current balance is $1,474,553.
Escrows for Taxes: These escrows are held by the Partnership and are designated
for the payment of real estate taxes.
Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for the initial cost of Carriage House
Apartments, 18 years for other additions acquired before May 9, 1985 and 19
years for additions after May 8, 1985, and before January 1, 1987, and (2) for
personal property over 5 years for additions prior to January 1, 1987. As a
result of the Tax Reform Act of 1986, for additions after December 31, 1986, the
modified accelerated cost recovery method is used for depreciation of (1) real
property additions over 27 1/2 years and (2) personal property additions over 7
years.
Present Value Discounts: Periodically, the Partnership incurs debt at below
market rates for similar debt. Discounts are recorded on the basis of
prevailing market rates and are amortized on an interest method over the life of
the related debt.
Loan Costs: Loan costs are included in other assets and are being amortized on
a straight-line basis over the life of the loans.
Cash: The Partnership considers only unrestricted cash to be cash.
Certificates of deposit and repurchase agreements are considered to be
investments. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.
Investments: Securities held-to-maturity and available-for-sale: The Corporate
General Partner determines the appropriate classification of debt securities at
the time of purchase and reevaluates such designation as of each balance sheet
date. Debt securities are classified as held-to-maturity when the Partnership
has the positive intent and ability to hold the securities to maturity. Held-
to-maturity securities are stated at amortized cost, adjusted for amortization
of premiums and accretion of discounts to maturity. Such amortization is
included in investment income. Interest on securities classified as held-to-
maturity is included in investment income.
Marketable equity securities and debt securities not classified as held-to-
maturity are classified as available-for-sale. Presently, all of the
Partnership's investments are classified as held-to-maturity. Available-for-
sale securities are carried at fair value, with the unrealized gains and losses,
net of tax, reported in a separate component of partner's capital. The
amortized cost of debt securities in this category is adjusted for amortization
of premiums and accretion of discounts to maturity. Such amortization is
included in investment income. Realized gains and losses and declines in value
judged to be other-than-temporary on available-for-sale securities are included
in investment income. The cost of securities sold is based on the specific
identification method. Interest and dividends on securities classified as
available-for-sale are included in investment income.
Note A - Organization and Significant Accounting Policies (Continued)
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, the Corporate General Partner's policy is to offer rental concessions
during particularly slow months or in response to heavy competition from other
similar complexes in the area. Concessions are charged to expense as incurred.
Restricted Cash-Tenant Security Deposits: The Partnership requires security
deposits from all lessees for the duration of the lease. Deposits are refunded
when the tenant vacates the apartment if there has been no damage to the unit.
Investment Properties: Investment properties consist of six apartment complexes
and are stated at cost. Costs of apartment properties that have been
permanently impaired have been written down to appraised value. The Corporate
General Partner relies on the annual appraisals performed by the outside
appraisers for the estimated value of the Partnership's properties. There are
three recognized approaches or techniques available to the appraiser. When
applicable, these approaches are used to process the data considered significant
to each to arrive at separate value indications. In all instances the
experience of the appraiser, coupled with his objective judgement, plays a major
role in arriving at the conclusions of the indicated value from which the final
estimate of value is made. The three approaches commonly known are the cost
approach, the sales comparison approach, and the income approach. The cost
approach is often not considered to be reliable due to the lack of land sales
and the significant amount of depreciation and, therefore, is often not
presented. Upon receipt of the appraisals, any property which is stated on the
books of the Partnership above the estimated value given in the appraisal, is
written down to the estimated value given by the appraiser. The appraiser
assumes a stabilized occupancy at the time of the appraisal and, therefore, any
impairment of value is considered to be permanent by the Corporate General
Partner. For the year ended October 31, 1995, no adjustments for impairment of
value were recorded.
As of October 31, 1995, the Partnership adopted FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of, which requires impairment losses to be recognized for long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows are not sufficient to recover the assets' carrying
amount. The impairment loss is measured by comparing the fair value of the
asset to its carrying amount. The adoption of FASB No. 121 did not have a
material effect on the Partnership's financial statements.
Reclassifications: Certain reclassifications have been made to the 1994
information to conform to the 1995 presentation.
Note B - 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.
Operating revenues and expenses from Marble Hills were $1,214,106 and
$1,205,865, respectively for 1995 and $1,242,170 and $1,365,331, respectively
for 1994.
Note C - Investments
Investments, stated at cost, consist of the following at October 31, 1995:
<TABLE>
<CAPTION>
Interest Face Maturity
Rate Amount Cost Date
<S> <C> <C> <C> <C>
First Union Corporation 5.25% $300,065 $298,715 11/01/95
Commercial Paper
First Union Corporation 5.30% 100,442 100,000 11/17/95
Certificate of Deposit
$400,507 398,715
Accrued Interest 1,541
$400,256
</TABLE>
The Partnership's investments are classified as held-to-maturity. The Corporate
General Partner believes the market value of the investments is approximately
the same as the cost.
Note D - Mortgage Notes Payable
The principal terms of mortgage notes payable are as follows:
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Stated Balance
October 31, Including Interest Maturity Due At
Property 1995 Interest Rate Date Maturity
<S> <C> <C> <C> <C> <C>
Rocky Creek
1st Mortgage $ 2,251,898 $ 18,926 7.60% 11/15/02 $ 1,736,788
2nd Mortgage 74,162 470 7.60% 11/15/02 74,162
Carriage House
1st Mortgage 2,075,695 17,444 7.60% 11/15/02 1,601,014
2nd Mortgage 68,358 433 7.60% 11/15/02 68,358
Nottingham Square
1st Mortgage 8,126,463 68,297 7.60% 11/15/02 6,267,752
2nd Mortgage 267,627 1,694 7.60% 11/15/02 267,627
Foxfire/Barcelona
1st Mortgage 5,874,563 49,371 7.60% 11/15/02 4,530,960
2nd Mortgage 193,466 1,225 7.60% 11/15/02 193,466
River Reach
1st Mortgage 7,636,905 64,183 7.60% 11/15/02 5,890,126
2nd Mortgage 251,505 1,593 7.60% 11/15/02 251,505
Village Garden
1st Mortgage 2,643,551 22,217 7.60% 11/15/02 2,038,923
2nd Mortgage 87,060 551 7.60% 11/15/02 87,060
29,551,253 $246,404
Less unamortized
discounts (1,645,739)
$27,905,514
</TABLE>
Note D - Mortgage Notes Payable (Continued)
The Partnership exercised interest rate buy-down options for each of the
mortgage notes payable reducing the stated rate from 8.76% to 7.6%. The fee for
the interest rate reduction amounted to $2,432,784 and is being amortized as a
loan discount on the interest method over the life of the loans. The
unamortized discount fee is reflected as a reduction of the mortgage notes
payable and increases the effective rate of the debt to 8.76%.
The mortgage notes payable are nonrecourse and are secured by pledge of the
respective apartment properties and by pledge of revenues from the respective
apartment properties. The notes cannot be prepaid prior to November 15, 1997;
thereafter, they require prepayment penalties if repaid prior to maturity and
prohibit resale of the properties subject to existing indebtedness.
Scheduled principal payments of mortgage notes payable subsequent to October 31,
1995, are as follows:
1996 $ 736,262
1997 794,209
1998 856,716
1999 924,143
2000 996,877
Thereafter 25,243,046
$29,551,253
Note E - Income Taxes
The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in
the income tax returns of its partners.
The following is a reconciliation of reported net loss and Federal taxable loss:
1995 1994
Net income (loss) as reported $ 771,792 $ (972,804)
Add (deduct):
Fixed asset write-offs and casualty gain 41,679 52,683
Amortization of present value discounts (29,555) (37,644)
Depreciation differences (731,423) (797,210)
Change in prepaid rental 32,683 --
Gain on sale of property 1,136,993 --
Accrued legal fees 76,221 --
Other (6,381) (4,255)
Federal taxable income (loss) $1,292,009 $(1,759,230)
Federal taxable income (loss) per
limited partnership unit $ 26.77 $ (41.15)
Note E - Income Taxes (Continued)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:
Net assets as reported $5,487,095
Buildings and land 3,709,849
Accumulated depreciation (13,373,644)
Syndication fees 5,285,806
Dividends declared 1,000,000
Other 207,002
Net assets - tax basis $ 2,316,108
Note F - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Corporate General
Partner and its affiliates for the management and administration of all
partnership activities. The partnership agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. Balances and other transactions with
affiliates of Insignia Financial Group, Inc. in 1995 and 1994 are:
1995 1994
Property management fees $540,383 $517,482
Data processing services 34,242 34,242
Marketing services 6,376 15,336
Reimbursement for services
of affiliates 123,910 102,513
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 G - Real Estate and Accumulated Depreciation
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Written Down)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Rocky Creek $ 2,326,060 $ 167,515 $ 3,820,928 $ 402,189
Augusta, Georgia
Carriage House 2,144,053 165,885 3,038,062 470,358
Gastonia, North Carolina
Nottingham Square 8,394,090 1,132,877 9,980,526 2,091,029
Des Moines, Iowa
Foxfire/Barcelona 6,068,029 1,191,224 9,997,772 (29,348)
Durham, North Carolina
River Reach 7,888,410 1,872,002 10,854,047 1,221,197
Jacksonville, Florida
Village Garden 2,730,611 420,000 3,049,662 407,570
Fort Collins, Colorado
Totals $29,551,253 $4,949,503 $40,740,997 $ 4,562,995
</TABLE>
Note G - Real Estate and Accumulated Depreciation (Continued)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
October 31, 1995
Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Rocky Creek Apartments
Augusta, Georgia $ 167,515 $ 4,223,117 $ 4,390,632 $ 1,789,256 1979 06/29/84 5-35
Carriage House Apartments
Gastonia, North Carolina 165,885 3,508,420 3,674,305 1,747,358 1970-1971 06/29/84 5-27
Nottingham Square
Apartments
Des Moines, Iowa 1,132,877 12,071,555 13,204,432 5,686,950 1972 08/31/84 5-29
Foxfire/Barcelona Apts.
Durham, North Carolina 1,191,224 9,968,424 11,159,648 4,825,735 1973 03/28/85 5-29
1975 09/30/84 5-31
River Reach Apartments
Jacksonville, Florida 1,872,002 12,075,244 13,947,246 5,524,502 1971 01/30/85 5-27
Village Garden Apartments
Fort Collins, Colorado 420,000 3,457,232 3,877,232 1,450,437 1974 03/01/85 5-30
Totals $4,949,503 $45,303,992 $50,253,495 $21,024,238
</TABLE>
Reconciliation of Real Estate and Accumulated Depreciation :
Years Ended October 31,
1995 1994
Real Estate
Balance at beginning of year $57,322,950 $56,596,605
Property improvements 940,133 877,929
Sale of apartment property (7,853,287) --
Disposals of property (156,301) (151,584)
Balance at end of year $50,253,495 $57,322,950
Accumulated Depreciation
Balance at beginning of year $22,626,514 $20,619,168
Additions charged to expense 2,172,942 2,106,247
Sale of apartment property (3,660,597) --
Disposals of property (114,621) (98,901)
Balance at end of year $21,024,238 $22,626,514
The aggregate cost of the real estate for Federal income tax purposes at October
31, 1995 and 1994, respectively, is $53,963,345 and $61,906,392. The
accumulated depreciation taken for Federal income tax purposes at October 31,
1995 and 1994, respectively, is $34,397,882 and $37,306,083.
Note H - 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 and its affiliates from the
partnerships, (ii) the defendants' actions reduced the demand for the
partnerships' limited partner interests in the limited resale market by
artificially depressing the trading prices for limited partners interests in
order to create a favorable environment for the tender offers; (iii) through the
tender offers, the acquiring entities sought to acquire effective voting control
over the partnerships while paying highly inadequate prices; and (iv) the
documents disseminated to the class in connection with the tender offers
contained false and misleading statements and omissions of material facts
concerning such issues as the advantages to limited partners of tendering
pursuant to the tender offers, the true value of the interest, the true
financial condition of the partnerships, the factors affecting the likelihood
that properties owned by the partnerships will be sold or liquidated in the
near future, the liquidity and true value of the limited partner interests, the
reasons for the limited secondary market for limited partner interests, and the
true nature of the market for the underlying real estate assets owned by the
partnerships all in violation of the federal securities laws.
On September 27, 1995, the parties entered into a stipulation to settle the
matter. The principal terms of the stipulation require supplemental payments to
tendering limited partners aggregating approximately $6 million to be paid by
Affiliated Purchaser; waiver by the Shelter Properties Partnership's general
partners of any right to certain proceeds from a sale or refinancing of the
partnerships' properties; some restrictions on Insignia's ability to vote the
limited partner interests it acquired; payment of $1.25 million for plaintiffs'
attorney fees and expenses in the litigation; and general releases of all the
defendants. The Partnership has accrued approximately $76,000 as its allocated
share of the $1.25 million. Provisional Court approval of the stipulation is
required before it will be distributed to the class members for review. If a
certain number of class members opt out, the settlement may be cancelled. No
assurance can be given that this matter will be settled on the terms, set forth
above or otherwise.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act
The Registrant has no officers or directors. The Individual and
Corporate General Partners are as follows:
Individual General Partner - N. Barton Tuck, Jr., age 57, is the
Individual General Partner of the Registrant. Mr. Tuck is Chairman of GolfSouth
Management, Inc. Until August 1990, he served as Chairman and Chief Executive
Officer of U.S. Shelter Corporation ("Shelter"), the former parent of AmReal
Corporation (parent of the Corporate General Partner of the Partnership). For
six years prior to 1966, Mr. Tuck was employed in Greenville, South Carolina by
the certified public accounting firm of S.D. Leidesdorf & Company. From 1966 to
1970, he was a registered representative with the investment banking firm of
Harris Upham & Co., Inc. in Greenville, South Carolina. Since 1970, Mr. Tuck
has been engaged in arranging equity investments for individuals and
partnerships. Mr. Tuck is a graduate of the University of North Carolina. Mr.
Tuck has delegated to the Corporate General Partner all of his authority, as a
general partner of the Partnership, to manage and control the Partnership and
its business and affairs.
Corporate General Partner - The names and ages of, as well as the
positions and offices held by, the executive officers and directors of Shelter
Realty VI Corporation are set forth below. There are no family relationships
between or among any officers or directors.
Name Age Position
William H. Jarrard, Jr. 49 President and
Director
Ronald Uretta 39 Vice President and
Treasurer
John K. Lines, Esq. 36 Vice President and
Secretary
Kelley M. Buechler 38 Assistant Secretary
Mr. Jarrard, who had previously served as Vice President, became President
in August 1994. In June 1994, Mr. Lines became Secretary and Ms. Buechler, who
had previously held the position, became Assistant Secretary.
William H. Jarrard has been President of the Corporate General Partner
since August 1994 and Managing Director - Partnership Administration of Insignia
since January 1991. During the five years prior to joining Insignia in 1991, he
served in similar capacities for U. S. Shelter.
Ronald Uretta has been Insignia's Chief Financial Officer and Treasurer
since January 1992. Since September 1990, Mr. Uretta has also served as the
Chief Financial Officer and Controller of Metropolitan Asset Group. From May
1988 until September 1990, Mr. Uretta was a self-employed financial consultant.
From January 1978 until January 1988, Mr. Uretta was employed by Veltri Raynor &
Company, independent certified public accountants.
John K. Lines, Esq. has been Vice President and Secretary of the Corporate
General Partner since August 1994, Insignia's General Counsel since June 1994,
and General Counsel and Secretary since July 1994. From May 1993 until June
1994, Mr. Lines was the Assistant General Counsel and Vice President of Ocwen
Financial Corporation, West Palm Beach, Florida. From October 1991 until May
1993, Mr. Lines was a Senior Attorney with BANC ONE CORPORATION, Columbus,
Ohio. From May 1984 until October 1991, Mr. Lines was an attorney with Squire
Sanders & Dempsey, Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of the Corporate General Partner
and Assistant Secretary of Insignia since 1991. During the five years prior to
joining Insignia in 1991, she served in similar capacities for U. S. Shelter.
Ms. Buechler is a graduate of the University of North Carolina.
Item 10. Executive Compensation
Neither the Individual General Partner nor any of the directors and
officers of the Corporate General Partner received any remuneration from the
Registrant.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Except as noted below, no person was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant as of October 31, 1995.
Number
Entity of Units Percentage
SP VI Acquisition, LLC 7,985 18.87%
High River Limited Partnership 2,961 7.00%
No director or officer of the Corporate General Partner owns any Units.
The Corporate General Partner owns 100 Units as required by the terms of the
partnership agreement.
Item 12. Certain Relationships and Related Transactions
The Individual General Partner and the Corporate General Partner received
no cash distributions from operations as General or Limited Partners during or
with respect to, the fiscal year ended October 31, 1995. For a description of
the share of cash distributions from operations, if any, to which the general
partners are entitled, reference is made to the material contained in the
Prospectus under the heading PROFITS AND LOSSES AND CASH DISTRIBUTIONS.
The Registrant has a property management agreement with Insignia
Management Group, L.P. pursuant to which Insignia Management Group, L.P. has
assumed direct responsibility for day-to-day management of the Partnership's
properties. This service includes the supervision of leasing, rent collection,
maintenance, budgeting, employment of personnel, payment of operating expenses,
etc. Insignia Management Group, L.P. receives a property management fee equal
to 5% of apartment revenues. During the fiscal year ended October 31, 1995,
Insignia Management Group, L.P. received $540,383 in fees for property
management.
For a more detailed description of the management fee that Insignia
Management Group, L.P. is entitled to receive, see the material contained in the
Prospectus under the heading CONFLICTS OF INTEREST - Property Management
Services.
For a further description of payments made by the Registrant to affiliates
for services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Registrant, see Note F of the financial statements included as
part of this report.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
(b) Reports on Form 8-K filed in the fourth quarter of fiscal year 1995:
Current report on Form 8-K dated September 29, 1995, as filed with the
Securities and Exchange Commission on October 12, 1995, in connection with
the sale of Marble Hills Apartments.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
By: Shelter Realty VI Corporation
Corporate General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President
Date: January 29, 1996
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the date indicated.
/s/William H. Jarrard, Jr. Date: January 29, 1996
William H. Jarrard, Jr.
President
/s/Ronald Uretta Date: January 29, 1996
Ronald Uretta
Principal Financial Officer and
Principal Accounting Officer
EXHIBIT INDEX
Exhibit
3 See Exhibit 4(a)
4 (a) Amended and Restated Certificate and Agreement of Limited
Partnership [included as Exhibit A to the Prospectus of Registrant
dated March 22, 1984 contained in Amendment No. 1 to Registration
Statement No. 2-86995, of Registrant filed March 21, 1984 (the
"Prospectus") and incorporated herein by reference].
(b) Subscription Agreement and Signature Page [included as Exhibits 4(A)
and 4(B) 8 to the Prospectus and incorporated herein by reference].
10(i) Contracts related to acquisition of properties:
(a) Purchase Agreement dated March 19, 1984 between ICA-Broad Reach
Limited Partnership and U.S. Shelter Corporation to acquire River
Village Apartments.*
(b) Purchase Agreement dated March 8, 1984 between Rocky Creek
Associates Limited Partnership and U.S. Shelter Corporation to
acquire Rocky Creek Apartments.*
(c) Purchase Agreement dated January 16, 1984 between Carriage House
Associates Limited Partnership and U.S. Shelter Corporation to
acquire Carriage House Apartments.*
*Filed as Exhibits 10(D) through 10(F), respectively, to Amendment
No. 1 of Registration Statement No. 2-86995 of Registrant filed
March 21, 1984 and incorporated herein by reference.
(d) Purchase Agreement dated May 8, 1984 between Daniel Realty
Corporation and U.S. Shelter Corporation to acquire Marble Hill
Apartments. [Filed as Exhibit 10(G) to Post-Effective Amendment No.
1 of Registration Statement No. 2-86995 of Registrant filed June 25,
1984 and incorporated herein by reference.]
(e) Purchase Agreement dated June 6, 1984 between Urbandale Charleston
Court Associates and U.S. Shelter Corporation to acquire Nottingham
Square Apartments. [Filed as Exhibit 10(H) to Post-Effective
Amendment No. 2 of Registration Statement No. 2-86995 of Registrant
filed July 18, 1984 and incorporated herein by reference.]
(f) Purchase Agreement dated July 10, 1984 between National Properties
Investors II and U.S. Shelter Corporation to acquire Foxfire
Apartments. [Filed as Exhibit 10(I) to Post-Effective Amendment No.
2 of Registration Statement No. 2-86995 of Registrant filed July 18,
1984 and incorporated herein by reference.]
(g) Purchase Agreement dated August 24, 1984 between American Century
Corporation and U.S. Shelter Corporation to acquire River Reach
Apartments. [Filed as Exhibit 10(I) to Post-Effective Amendment No.
2 of Registration Statement No. 2-86995 of Registrant filed July 18,
1984 and incorporated herein by reference.]
(h) Purchase Agreement dated January 7, 1985 between Village Garden
Apartments Fort Collins, Ltd. and U.S. Shelter Corporation to
acquire Village Garden Apartments. [Filed as Exhibit a(5) to Form
10-Q For the Quarter Ended January 31, 1985 filed March 14, 1985 and
incorporated herein by reference.
(i) Purchase Agreement dated January 18, 1985 between Barcelona
Investors and U.S. Shelter Corporation to acquire Barcelona
Apartments. [Filed as Exhibit a(6) to Form 10-Q For the Quarter
Ended January 31, 1985 filed March 14, 1985 and incorporated herein
by reference.]
(ii) Form of Management Agreement with U.S. Shelter Corporation subsequently
assigned to Shelter Management Group, L.P. (now know as Insignia
Management Group, L.P.) [Filed with Amendment No. 1 of Registration
Statement No. 2-86995 of Registrant filed March 21, 1984 and incorporated
herein by reference.]
(iii) Contracts related to refinancing of debt:
(a) First Deeds of Trust and Security Agreements dated October 28, 1992
between Shelter Properties VI Limited Partnership and Joseph Philip
Forte (Trustee) and First Commonwealth Realty Credit Corporation, a
Virginia Corporation, securing the following properties: Rocky
Creek, Carriage House, Marble Hills, Nottingham, Foxfire/Barcelona,
River Reach and Village Gardens.*
(b) Second Deeds of Trust and Security Agreements dated October 28, 1992
between Shelter Properties VI Limited Partnership and Joseph Philip
Forte (Trustee) and First Commonwealth Realty Credit Corporation, a
Virginia Corporation, securing the following properties: Rocky
Creek, Carriage House, Marble Hills, Nottingham, Foxfire/Barcelona,
River Reach and Village Gardens.*
(c) First Assignments of Leases and Rents dated October 28, 1992 between
Shelter Properties VI Limited Partnership and Joseph Philip Forte
(Trustee) and First Commonwealth Realty Credit Corporation, a
Virginia Corporation, securing the following properties: Rocky
Creek, Carriage House, Marble Hills, Nottingham, Foxfire/Barcelona,
River Reach and Village Gardens.
(d) Second Assignments of Leases and Rents dated October 28, 1992
between Shelter Properties VI Limited Partnership and Joseph Philip
Forte (Trustee) and First Commonwealth Realty Credit Corporation, a
Virginia Corporation, securing the following properties: Rocky
Creek, Carriage House, Marble Hills, Nottingham, Foxfire/Barcelona,
River Reach and Village Gardens.*
(e) First Deeds of Trust Notes dated October 28, 1992 between Shelter
Properties VI Limited Partnership and First Commonwealth Realty
Credit Corporation, relating to the following properties: Rocky
Creek, Carriage House, Marble Hills, Nottingham, Foxfire/Barcelona,
River Reach and Village Gardens.*
(f) Second Deeds of Trust Notes dated October 28, 1992 between Shelter
Properties VI Limited Partnership and First Commonwealth Realty
Credit Corporation, relating to the following properties: Rocky
Creek, Carriage House, Marble Hills, Nottingham, Foxfire/Barcelona,
River Reach and Village Gardens.*
*Filed as Exhibits 10 (iii) a through 10 (iii) f, respectively, to
Form 10-KSB - Annual or Transitional Report filed January 29, 1993
and incorporated herein by reference.
(iv) Contracts related to disposition of properties:
(a) Agreement of Purchase and Sale dated June 2, 1995, between Shelter
Properties VI Limited Partnership and United Dominion Realty Trust,
Inc., relating to Marble Hills Apartments.
28 Prospectus of Registrant dated March 22, 1984 (included in Registration
Statement No. 2-86995) and incorporated herein by reference.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties VI Limited Partnership's 1995 10-KSB and is qualified in its entirety
by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000730013
<NAME> SHELTER PROPERTIES VI LIMITED PARTNERSHIP
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<CASH> 3,309,302
<SECURITIES> 400,256
<RECEIVABLES> 16,567
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 50,253,495
<DEPRECIATION> 21,024,238
<TOTAL-ASSETS> 35,795,680
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 27,905,514
0
0
<COMMON> 0
<OTHER-SE> 5,487,095
<TOTAL-LIABILITY-AND-EQUITY> 35,795,680
<SALES> 0
<TOTAL-REVENUES> 10,840,319
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11,323,076
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,823,446
<INCOME-PRETAX> 771,792
<INCOME-TAX> 0
<INCOME-CONTINUING> 771,792
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 771,792
<EPS-PRIMARY> 18.05
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
EXHIBIT 10(iv)(a)
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement"), dated as of
June 2 , 1995, by and between SHELTER PROPERTIES VI LIMITED PARTNERSHIP, a
South Carolina limited partnership ("Seller") and UNITED DOMINION REALTY TRUST,
INC., a Virginia corporation ("United Dominion") recites and provides:
RECITALS
A. Seller is the fee simple owner of a certain parcel of real estate
referred to as The Marble Hill Apartments, a 253 unit apartment complex located
at 9711 Marble Hill Drive, Henrico County, Virginia, on a site containing
approximately 17.092 acres of land and more particularly described in the
attached Exhibit A, together with all improvements thereon and appurtenances
thereto belonging, and all tangible and intangible personal property owned by
the Seller and used in the rental, operation, and maintenance of the apartment
property (collectively, the "Property").
B. United Dominion desires to purchase and Seller desires to sell the
Property on the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises, the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller agrees to transfer the Property and United Dominion agrees to acquire the
Property upon the following terms and conditions:
1. Purchase Price. The total purchase price of the Property shall be
Five Million Nine Hundred Twenty-Five Thousand and No/100 Dollars
($5,925,000.00) ("Purchase Price"), which shall be payable in the following
manner:
(a) United Dominion shall receive a credit against the Purchase Price in
an amount equal to the "Deposit" (as hereinafter defined);
(b) United Dominion shall assume the note dated as of October 28 1992,
made by Seller, payable to First Commonwealth Realty Credit Corporation, in the
original principal amount of $3,440,463.00 (the "First Note") and United
Dominion shall receive a credit against the Purchase Price in an amount equal to
the outstanding principal balance of the First Note as of the date of
"Settlement" (as hereinafter defined). The outstanding principal balance of the
First Note, as of the date hereof, is approximately $3,263,839.84;
(c) United Dominion shall assume the note dated as of October 28 1992,
made by Seller, payable to First Commonwealth Realty Credit Corporation, in the
original principal amount of $106,406.00 (the "Second Note") and United Dominion
shall receive a credit against the Purchase Price in an amount equal to the
outstanding principal balance of the Second Note as of the date of Settlement.
The outstanding principal balance of the Second Note as of the date hereof, is
approximately $106,406.00;
(d) United Dominion shall pay the balance of the Purchase Price, as
adjusted in accordance with the terms of this Agreement, to the Seller at
Settlement, in cash by a cashier's check certified check or wire transfer in
immediately available funds.
2. Deposit. Upon acceptance of this Agreement by Seller, and receipt of
a fully executed original of this Agreement by United Dominion ("Seller's
Acceptance"), United Dominion shall promptly deposit Fifty Thousand Dollars
($50,000.00), as a good faith deposit (which shall be kept in an interest
bearing account with interest being added to the deposit for the benefit of
United Dominion) (the "Deposit") with a title insurance company selected by
United Dominion ("Escrow Agent") which shall either be applied by United
Dominion toward the payment of the Purchase Price or returned to United Dominion
if, as per the terms of this Agreement, this Agreement is terminated.
3. Settlement. Closing of the purchase and sale of the Property
("Settlement") shall take place within ten (10) days after the satisfaction of
the conditions precedent set forth in Section 4(i), but in no event later than
September 30, 1995, at United Dominion's offices in Richmond, Virginia.
4. Conditions Precedent and Additional Covenants.
(a) Seller shall, at Settlement, convey good and marketable fee simple
title to the Property by special warranty deed in the form attached as Exhibit
B, which a title insurance company acceptable to United Dominion (the "Title
Company") will insure as such at or below its standard rate, free and clear of
all liens, and subject to only such easements, restrictions, and other matters
acceptable to Dominion at its sole discretion, (the "Permitted Exceptions").
United Dominion shall give Seller notice of any defects in title within five (5)
days of receipt by United Dominion of a commitment to insure title to the
Property obtained by United Dominion from the Title Company. The failure by
United Dominion to deliver such notice shall constitute the acceptance by United
Dominion of the matters set forth in the commitment. In the event United
Dominion notifies Seller of a title defect, Seller shall have thirty (30) days
to cure same to United Dominion's reasonable satisfaction, and the date for
Settlement shall be extended for the period necessary to cure same. If the
title defect cannot be or is not cured within the thirty (30) days (it being
agreed that Seller shall have no obligation to effect any such cure), then
United Dominion may at its sole option either void this Agreement or waive the
title defect and proceed to Settlement;
(b) United Dominion shall obtain within the hereinafter defined
Inspection Period a current as-built survey of the Property delineating the
boundary lines of the Property, the location of the improvements, set-backs and
other zoning matters, physical encroachments, all rights-of-way and easements
thereon, contiguous public road, and on which the surveyor certifies that the
Property is not located in a designated floodplain. The survey shall be
adequate for the Title Company to delete any exception for survey in the owner's
title policy;
(c) Seller shall, at Settlement, convey the Property free and clear of
all management and leasing agreements, maintenance, trash removal, laundry,
cable television, directory advertising, or other maintenance or service
contract, obligations or agreements for the operation of the Property, except
for those which have been approved by United Dominion, in writing. Within ten
(10) days after Seller's delivery pursuant to paragraphs 6(m) and 6(n) hereof,
United Dominion agrees to designate which of such contracts, obligations, or
agreements United Dominion will approve and assume. Failure to deliver this
designation timely shall constitute disapproval and rejection of all such
contracts, obligations and agreements.
(d) United Dominion shall obtain a physical inspection of the Property,
performed at the risk and responsibility of United Dominion, including, but not
limited to a report from a professional engineer or architect on the condition
of the structures, roofs, siding, mechanical systems, electrical, plumbing,
utilities, drainage, site improvements, and the absence of hazardous or toxic
substances, and United Dominion being satisfied at its sole discretion with the
results of the inspection and the physical condition of the Property. Seller
shall deliver the Property to United Dominion at Settlement with all vacant
units in a ready-to-rent condition, which shall include, but not be limited to
clean carpets, no unrepaired damage to doors, walls, ceiling, floors or windows,
and freshly painted walls, and all units shall contain working kitchen
appliances, water heaters and HVAC, except for any units vacated by tenants
within 48 hours of the Settlement Date. Seller agrees to pay United Dominion a
credit of $300.00 for any apartment vacated by tenants within 48 hours of the
Settlement Date and which is not in ready-to-rent condition at Settlement.
(e) United Dominion shall obtain an inspection of the Property by a
certified bonded treatment company showing that there is not active infestation
or damage caused by termites or other wood destroying insects and United
Dominion being satisfied at its sole discretion with the results of the
inspection and the condition of the Property, and the issuance to United
Dominion of a wood replacement bond from a certified bonded treatment company at
Buyer's sole cost and expense, provided, however, Seller agrees to give Buyer a
Seven Thousand Dollar ($7,000) credit at Settlement towards such termite bond;
(f) United Dominion shall review the tenant leases, tenant files,
correspondence relating to the Property and books and records of the Property
including, but not limited to, operating statements for the past two (2)
calendar years and the current year to date, and review all existing contracts
and/or agreements for maintenance, and any other services provided to the
Property;
(f1) United Dominion, or any assignee, shall, within ten (10) days of the
Seller's Acceptance, submit an application to the beneficiaries under the Notes
with respect to the assumption of the Notes and related documents. In
connection with such assumption, any reserves deposited with First Commonwealth
Realty Credit Corporation ("First Commonwealth") by Seller shall be returned to
Seller by First Commonwealth, or if any reserves are assigned to Buyer, Buyer
shall reimburse Seller at Settlement in the amount of the assigned reserves;
(f2) United Dominion shall review the First Note, Second Note (the First
Note and Second Note are hereinafter referred to collectively as the "Notes")
and all documents executed or delivered in connection with the Notes, including
but not limited to any deeds of trust or mortgages and modifications thereof,
loan agreements and financing statements;
(f3) United Dominion shall receive the final approval by all required
parties of the transfer of the Property subject to the financing;
(g) United Dominion shall obtain the approval of the purchase by its
Investment Committee.
(h) United Dominion shall perform its undertaking and make its various
inspections and reviews under paragraphs 4(a), (b), (d), (e), (f), and (g)
within thirty (30) days of Seller's Acceptance (the "Inspection Period"). If,
during such Inspection Period, as a result of this work or for any other reason
or for no reason, United Dominion shall determine at its sole discretion that it
is not satisfied with the Property or the result of any of its inspections or
reviews in any respect, then United Dominion shall have the right to terminate
this Agreement by giving Seller written notice of termination, in which event
United Dominion's Deposit, including any interest thereon, shall promptly be
returned to Dominion;
(h1) United Dominion shall perform its undertaking and make its various
inspections and reviews under paragraphs 4(f2) and (f3) within ninety (90) days
of Seller's Acceptance (the "Review Period"). If, during such Review Period,
United Dominion shall not have satisfied the conditions or not be satisfied with
its review of paragraphs 4(f2) and (f3) then United Dominion shall have the
right to terminate this Agreement by giving Seller written notice of
termination, in which event United Dominion's Deposit, including any interest
thereon, shall promptly be returned to Dominion;
(i) The obligation of United Dominion to purchase the Property under
this Agreement is conditioned under the following: the representations and
warranties of Seller made in this Agreement shall be true and correct and in
effect as of the date of Settlement as if then made, there shall have occurred
no material adverse change in the physical and/or financial condition of the
Property since the date of expiration of its Inspection Period, Seller shall
have performed all of its covenants and other obligations required under this
Agreement, and the receipt of all estoppels of the beneficiaries and trustees of
the Notes and loan documents that United Dominion shall deem necessary, in its
sole discretion, for the assumption of the Notes;
(j) The obligation of Seller to sell the Property pursuant to this
Agreement shall be conditioned upon United Dominion's performance of each of its
covenants and other obligations required under this Agreement;
(k) If any condition set forth in this Agreement cannot or will not be
satisfied prior to Settlement, or upon the occurrence of any other event that
would entitle United Dominion to terminate this Agreement, and its obligations
hereunder, United Dominion, at its option may elect either:
(1) to terminate this Agreement, in which event the Deposit shall
be promptly returned to United Dominion and all rights and
obligations of the Seller and United Dominion hereunder shall
terminate immediately; or;
(2) to waive its right to terminate and, instead, proceed to
Settlement.
(l) If at Settlement, the Property has less than 233 Occupied Units (as
the term is defined herein), United Dominion shall receive a credit against the
Purchase Price of $1,335.00 for each non-occupied unit below the threshold of
233 units; if at Settlement the Property has 218, or less Occupied Units, United
Dominion shall receive a credit against the Purchase Price of $20,000 plus
$2,670.00 for each non-occupied unit blow the threshold of 218 units; if at
Settlement the Property has 206, or less Occupied Units, United Dominion, at its
option, shall either (i) receive a credit against the Purchase Price of $52,000
plus $4,005.00 for each non-occupied unit below the threshold of 206 units, or
(ii) terminate the Agreement.
For purposes of this Agreement, an Occupied Unit shall be defined as
follows:
(1) A unit occupied by a current resident whose current lease will not
expire before Settlement and whose rent is current or no more than
ten (10) days in arrears.
(2) A unit occupied by a current resident whose current lease will
expire and has been renewed, or converted to a month-to-month
tenancy, before Settlement at or above the Renewal Rent for the
corresponding unit type shown on Exhibit C attached hereto and whose
rent is current or no more than ten (10) days in arrears.
(3) A unit occupied by a new resident at or above the New Rent for the
corresponding unit type shown on Exhibit C who qualifies under the
Minimum Rental Standards, as shown on Exhibit C and whose rent is
current or not more than ten (10) days in arrears.
(4) A unit pre-leased for future occupancy at, or above the New Rent for
the corresponding unit type by a tenant who qualifies under the
Minimum Rental Standards, and who has paid the required security
deposit with respect to the lease which commences within thirty (30)
days of Settlement, and whose unit is in ready-to-rent condition,
provided, however, the number of units qualifying under this Section
4(l)(4) shall not exceed twelve (12).
5. Prorations. Rents and other income from the Property and real
estate and personal property ad valorem taxes, and other operating expenses from
the Property shall be prorated on the basis of a 365 day year through the day
preceding the day of Settlement. All maintenance and service contracts and
utility charges shall be determined to the day preceding Settlement and paid by
Seller and appropriate prorations shall be made in the event that United
Dominion assumes such contracts. If Settlement is extended by mutual agreement,
all adjustments shall be made as of the day prior to the extended date. All
prepaid rents shall be paid to United Dominion at Settlement. All other rents
and other income from the Property collected by Seller during the month of
Settlement shall first be applied to the month of Settlement for the purpose of
prorations. Delinquent rents shall not be credited to Seller at Settlement. Any
delinquent rent for the period of Seller's period of ownership collected by
United Dominion after Settlement shall be delivered to Seller after deducting
United Dominion's cost of collection. United Dominion shall have no affirmative
obligation to collect any delinquent rent owed to Seller. Each party shall pay
its own expenses in conjunction with Settlement and Seller and United Dominion
will share equally with the cost of the following: as-built survey; all
recording and transfer taxes and fees and documentary stamps; and title
research, binder, and insurance policy costs.
6. Delivery of Documents Upon Execution. Except as otherwise provided,
Seller shall deliver to United Dominion within five (5) days of the execution of
this Agreement, all of the following:
(a) A copy of Seller's latest title insurance policy on the Property;
(b) Copies of any "as-built" surveys and topographical surveys of the
Property in Seller's possession or control;
(c) Copies of any plans and specifications for the Property in Seller's
possession or control, including any and all plans and specifications, bid
packages, and proposals for Property renovations shall be made available
at the Property to Buyer for review. Buyer may temporarily remove any
plans and specifications for the purpose of copying, which copying shall
be done at its expense;
(d) Copies of any soil test for the Property in Seller's possession or
control;
(e) Copies of any termite inspection reports, termite repair bonds or
any other termite bond for the Property in Seller's possession or control;
(f) Copies of the Property's operating results for the past two (2)
calendar years and monthly operating statements for the current year to
date;
(g) Complete rent rolls for the Property, certified to be complete and
correct by Seller, for the most recent four (4) months;
(h) A copy of the standard lease form currently in use at the Property;
(i) Copies of the most recent and prior two (2) years of real estate and
personal property tax bills for the Property and any subsequent notices of
reassessment;
(j) A list of all utility accounts for all utilities serving the
Property, designating which are house meters and which are vacant units,
including any telephone directory advertisements and copies of bills for
each account for the past twelve (12) months;
(k) A list of all Property employees, their job titles and descriptions,
their present salaries or wages, benefits and term of their employment;
(l) A current schedule of tenant security deposits and interest thereon,
certified to be complete and correct by the Seller;
(m) Copies of all operating and maintenance agreements and service
contracts, including cable television agreements and easements in effect
at the Property and paid by Seller;
(n) A copy of any laundry lease or agreement in effect at the Property;
(o) A list of all tangible personal property to be transferred in this
transaction, excluding any proprietary software used by Seller in
connection with the management of the Property;
(p) A copy of any environmental reports with respect to the Property;
(q) Complete copies of the Notes and all related documents, including
but not limited to, any deeds of trust or mortgages, modifications
thereof, loan agreements and financial statements.
7. Delivery of Documents at Settlement and Possession.
(a) Possession, subject to existing leases, shall be given at
Settlement;
(b) Seller shall deliver to United Dominion at Settlement a special
warranty deed in form attached as Exhibit B, subject only to the Permitted
Exceptions;
(c) Seller shall also deliver to United Dominion on or before Settlement
the following in form and substance mutually satisfactory to counsel for Seller
and United Dominion:
(i) A bill of sale from Seller transferring all of the
tangible and intangible personal property that is owned by Seller
and used in rental, operation and maintenance of the Property.
Additionally the bill of sale shall contain language sufficient to
warrant special title of all major items of personal property
conveyed including and by way of example, appliances, motor
vehicles, office furniture, and equipment, maintenance hardware, and
pool equipment;
(ii) An affidavit in form acceptable to the Title Company
sufficient to remove any exception for mechanics' and materialmen's
liens and parties in possession except for tenants under unrecorded
leases;
(iii) An assignment of leases, a current operating statement and a
current rent roll showing apartment number, tenant, beginning term,
ending term, monthly rent, and the rent paid for the current month
certified to be complete and correct by the Seller plus the original
of each of the leases in effect at the Property as of the day of
Settlement (which leases shall remain at the Property site
throughout the transaction);
(iv) A schedule of all security deposits, the liability for
which United Dominion agrees to assume, showing apartment number,
tenant's name, tenant security deposit and accrued interest, if any,
on the security deposit as per applicable law and the applicable
lease, certified to be complete and correct by the Seller plus a
certified or casher's check or a credit to the Purchase Price for
the amount of all security deposits an accrued interest thereon as
per the schedule;
(v) An assignment of all assignable permits, licenses,
authorizations and certifications necessary for the lawful use of
the Property as an apartment complex;
(vi) Such copies of Certificates of Occupancy, health permits
and any business licenses applicable to the Property as are in
possession of Seller, if any;
(vii) An assignment of any assignable termite bonds or warranties
and any assignable construction or fixture or equipment warranties
or guarantees in effect at the Property as are in possession of
Seller, if any;
(viii) An opinion of Seller's counsel, stating that Seller has
the power and authority to execute and deliver this Agreement, the
deed and relating documents, that the person executing the documents
are duly authorized to do so, without future consent of any other
party, and that upon their execution, the documents shall be binding
upon Seller;
(ix) An affidavit certifying that the Seller is not a foreign
entity under the Foreign Investment in Real Property Act and any
similar affidavits required by Virginia law;
(x) An affidavit stating United Dominion's right to have
audited Seller's books and records relating to the Property, at
United Dominion's expense, at a time reasonably convenient to
Seller, but before December 31, 1995, if United Dominion is advised
by its legal counsel to obtain as audit for submittal to the
Securities and Exchange Commission or any other regulatory body;
(xi) All such other documents that are normally transferred
at Settlement or are reasonably requested by United Dominion.
(d) United Dominion shall deliver at Settlement a cashier's check or
wired funds in immediately available funds made payable to Seller as per
Paragraph 1 of this Agreement.
(e) United Dominion shall also deliver to Seller on or before Settlement
the following, in form and substance mutually satisfactory to counsel for Seller
and United Dominion:
(i) A certified copy of the Resolution or action of United
Dominion's Investment Committee authorizing its purchase of the
Property under this Agreement;
(ii) An opinion of counsel for United Dominion stating that
United Dominion has the power and authority to execute and deliver
this Agreement, and to perform its obligations hereunder, that the
persons executing this Agreement and any documents required to be
delivered by United Dominion hereunder are duly authorized to do so,
without further consent of any other party, and that upon their
execution, the documents shall be binding upon United Dominion;
(iii) All such other documents that are normally transferred
or required at Settlement or are reasonably requested by Seller.
(f) Seller and United Dominion agree to cooperate for the purpose of
causing any and all loan assumption documents required to be executed in
connection with the assumption by United Dominion, or its assignee, of the
Notes and any related loan documents to be delivered on or before
Settlement.
8. Representations and Warranties of Seller.
(a) Seller warrants that to Seller's best knowledge all of the
information provided by Seller is correct and complete in all respects and does
not contain any untrue statement of a material fact;
(b) Seller warrants that it has received no notice of any has no
knowledge of any pending or threatened litigation or other judicial proceeding,
affecting the Property, including without limitation, condemnation or exercise
of the right of eminent domain;
(c) Seller warrants that it has received no notice of and has no
knowledge of any notice from any government agency that the Property is in
violation any zoning or other ordinances or regulations;
(d) Seller warrants that it has received no notice of any has no
knowledge of any pending or threatened rent strikes, tenant organizations,
tenant unions, or tenant interpleader actions;
(e) Except for information contained in the Phase I Site Assessment and
Bulk Asbestos Survey prepared by Dames and Moore, dated May 6, 1992, Seller
warrants that it has no knowledge of any hazardous substance, pollutants or
containments, or hazardous waste, including, but not limited to asbestos, PCBs
and urea formaldehyde, having been generated, released, store or deposited over,
beneath or on the Property or forming any part of any improvement or structure
located on the Property, from any source whatsoever, by the Seller, its
predecessors in interest in the Property or any other person. To Seller's
knowledge, there has never been located on the Property an underground storage
tank used to store hazardous substances, pollutants, or contaminants, hazardous
waste or petroleum products. United Dominion acknowledges that Seller has made
no independent investigation of these matters;
(f) Seller both covenants and warrants that Seller will cooperate with
United Dominion in its inspection activities to be performed pursuant to
paragraph 4(h) above, that Seller will respond promptly and accurately to any
injuries made by United Dominion with regard to the Property and/or its
operation by Seller, and that Seller shall provide United Dominion with full
access to the Property and to Seller's records with regard thereto.
(g) Seller both covenants and warrants that Seller is not in default
under the Notes or any other documents related thereto and has filed with the
beneficiaries of the Notes all reports and certifications required pursuant to
the Notes or any other documents related thereto.
9. Risk of Loss. Until Settlement, all risk of any loss or damage to
all or part of the Property, including eminent domain, shall be and remain on
Seller. In the event that such loss or damage shall occur, Seller shall give
United Dominion written notice pursuant to this Agreement of such loss or damage
along with its estimate of the amount of the loss or damage, within five (5)
calendar days of such event occurring. In the event of any such loss due to
eminent domain or damage sue to casualty in which the estimate of the loss is
greater than One Hundred Thousand Dollars ($100,000.00), then within five (5)
calendar days after receipt of Seller's written notice, Dominion, at its option
by written notice to Seller, may elect to void this Agreement in which event its
Deposit shall be promptly returned. In the event that Dominion does not elect
to void this Agreement or in the event that the loss is One Hundred Thousand
Dollars ($100,000.00) or less, at Settlement, Seller shall assign to Dominion
all of its rights, title and interest to the proceeds of any insurance or award
covering such loss or damage, and credit the Purchase Price at Settlement with
the amount of any deductible of such insurance. Dominion shall provide its own
insurance on the Property at Settlement.
10. Notice. Whenever any notice may be given or is required to be given
under the terms of this Agreement, the same shall be deemed given if in writing
and either sent by certified mail, return receipt requested, postage prepaid or
by a national overnight delivery service, delivery prepaid or delivered by hand
with written receipt acknowledged. For purposes of giving notice hereunder the
addresses of the respective parties are:
United Dominion: United Dominion Realty Trust, Inc.
10 South Sixth Street, Suite 203
Richmond, Virginia 23219-3802
ATTN: William Brand Inlow
with a copy to: United Dominion Realty Trust, Inc.
10 South Sixth Street, Suite 203
Richmond, Virginia 23219-3802
ATTN: Sarah S. Schimmels, Esquire
Seller: Shelter Properties VI Limited Partnership
c/o Jack Snedigar
Insignia Financial Group
One Insignia Financial Plaza
Greenville, South Carolina 29601
with a copy to: Steve Bartlett
Insignia Mortgage and Investment Company
The Woodmont Centre II, 102 Woodmont Blvd.
Suite 400
Nashville, Tennessee 37205
and Douglas G. Brown, Esq.
P.O. Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
11. Contract Period. Prior to Settlement, Seller and Dominion agree:
(a) Seller shall not cause any new liens or encumbrances to be created
by Seller against the Property, nor will Seller enter into contracts with
respect to the Property other than in the ordinary course of business;
(b) Seller shall continue to lease and renew leases on the Property
using lease agreements now being used and rental rates now being quoted to new
or renewal tenants, and leases shall be written for terms not greater than one
year;
(c) Seller shall continue to comply with all of the landlord's duties
and obligations as set forth in the tenant leases;
(d) Seller shall continue to operate, repair, and maintain the Property
in the same manner as it has prior to the date of this Agreement.
12. Remedies. If United Dominion terminates this Agreement as a
consequence or a misrepresentation or breach of warranty or covenant by the
Seller, or failure by the Seller to perform its obligations hereunder, United
Dominion shall retain as its sole remedy the right to specific performance of
this Agreement and the recovery of the cost of enforcing this remedy. If, prior
to Settlement, United Dominion defaults in performing any of its obligations
under his Agreement, including its obligation to purchase the Property, (unless
United Dominion's termination is the result of Seller's actions noted above in
this paragraph), the Seller's sole remedy for such default shall be to terminate
this Agreement and be paid Fifty Thousand Dollars ($50,000.00). Seller and
United Dominion agree that, in the event of such a default, the damages that the
Seller would sustain as a result thereof would be difficult if not impossible to
ascertain. Therefore, Seller and United Dominion agree that, Seller shall be
paid Fifty Thousand Dollars ($50,000.00) as full and complete liquidated
damages, and not as a penalty or forfeiture, as the Seller's sole remedy. All
limitations of this paragraph apply only to claims brought by either party prior
to Settlement.
13. Successors and Assigns. All rights and obligations of Seller and
United Dominion under this Agreement shall inure to and be binding on their
respective successors and assigns.
14. Severability. If any provision of this Agreement shall be in
violation of any applicable law or unenforceable for any reason, the invalidity
or unenforcebility of any provision shall not invalidate or render unenforceable
any other provision hereof, which other provisions shall remain in full force
and effect.
15. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the transactions contemplated hereby
and supersedes all prior discussions, understandings, agreements and
negotiations between the parties hereto. This Agreement may be modified only by
a written instrument duly executed by the parties hereto.
16. Incorporation by Reference. All of the exhibits attached hereto
are by this reference incorporated herein and made a part hereof.
17. Survival. All warranties, representations and agreements made in
Paragraph 8 herein shall survive Settlement for a period of nine (9) months.
Claims brought by either party after Settlement are not subject to the
limitations of paragraph 12 above.
18. Real Estate Commission. United Dominion warrants that in connection
with this transaction it has dealt with no real estate agents or brokers.
Seller warrants that in connection with this transaction it has dealt with no
real estate agents or brokers other than Insignia Mortgage & Investment Company
(the "Broker"). Seller shall be responsible for any payment due to the Broker
and shall hold United Dominion harmless from claims for such payments. The
parties further warrant and represent to each other respectively that they will
pay any and all brokerage fees for which they are responsible as a result of the
purchase and sale of the Property pursuant to this Agreement, and agree to
indemnify and hold the other harmless against, and with respect to, any such
obligation or liability, or claim of liability.
19. Time is of the Essence. Time is of the essence with respect to
every provision of this Agreement.
20. Expiration. If this Agreement is not executed by all parties and
two (2) fully executed originals are not received by the offices of United
Dominion on or before 5:00 P.M., June 2, 1995, then this Agreement shall expire
and become null and void.
21. Applicable Law. This Agreement including the determination of the
statute of limitations for bringing any claims, shall be construed, performed
and enforced in accordance with the laws of the Commonwealth of Virginia.
22. Like-Kind Exchange. United Dominion reserves the right to assign
its rights under this Agreement (but without release of its obligations herein)
to a third party who may purchase and thereafter exchange the Property with
United Dominion in accordance with the provisions of Section 1031 of the
Internal Revenue Code. Such exchange shall be accomplished at no additional
expense or delay to Seller and United Dominion agrees to indemnify Seller
against any claims or liabilities resulting solely from structuring the
transaction as an exchange, rather than a direct purchase.
23. Assignment. This Agreement may be assigned by United Dominion to an
affiliate or subsidiary of United Dominion without the consent of the Seller.
IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representatives of the parties hereto as of the date designated below.
Seller:
SHELTER PROPERTIES VI LIMITED PARTNERSHIP,
a South Carolina limited partnership
By: SHELTER REALTY VI CORPORATION,
a South Carolina Corporation
By: William H. Jarrard, Jr.
Its: President
Date: 6/2/95
United Dominion:
UNITED REALTY TRUST, INC.,
a Virginia corporation
By: Richard Chess
Its: Vice President
Date: May 31, 1995
Acknowledgment of Good Faith Deposit: Chicago Title Insurance Co.
acknowledges receipt of a good faith deposit in the amount of Fifty Thousand
Dollars ($50,000.00) from United Dominion on 6/8/95
for the purchase of the Marble Hill Apartments.
ESCROW AGENT:
By: Sally French
Its: National Accounts Mgr/NBU
