FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U. S. Securities And Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended July 31, 1998
[ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from.........to.........
Commission file number 0-13261
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
South Carolina 57-0755618
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
BALANCE SHEET
(Unaudited)
July 31, 1998
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 2,934
Receivables and deposits 944
Restricted escrows 1,611
Other assets 530
Investment properties:
Land $ 4,950
Buildings and related personal property 48,086
53,036
Less accumulated depreciation (26,266) 26,770
$ 32,789
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 177
Tenant security deposits liabilities 200
Accrued property taxes 780
Other liabilities 272
Mortgage notes payable 26,316
Partners' Capital (Deficit)
General partners' $ (308)
Limited partners' (42,324 units
issued and outstanding) 5,352 5,044
$ 32,789
See Accompanying Notes to Financial Statements
b)
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
July 31, July 31,
1998 1997 1998 1997
Revenues:
Rental income $2,424 $2,433 $7,075 $7,162
Other income 163 183 506 516
Net casualty gain -- 74 -- 342
Total revenues 2,587 2,690 7,581 8,020
Expenses:
Operating 1,051 1,124 3,090 3,127
General and administrative 68 72 241 213
Depreciation 527 510 1,515 1,490
Interest 602 617 1,814 1,858
Property taxes 243 241 715 698
Total expenses 2,491 2,564 7,375 7,386
Net income $ 96 $ 126 $ 206 $ 634
Net income allocated
to general partners (1%) $ 1 $ 1 $ 2 $ 6
Net income allocated
to limited partners (99%) 95 125 204 628
$ 96 $ 126 $ 206 $ 634
Net income per limited
partnership unit $ 2.24 $ 2.95 $ 4.82 $14.84
See Accompanying Notes to Financial Statements
c)
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners' Partners' Total
Original capital contributions 42,324 $ 2 $42,324 $42,326
Partners' (deficit) capital
at October 31, 1997 42,324 $ (310) $ 5,148 $ 4,838
Net income for the nine months
ended July 31, 1998 -- 2 204 206
Partners' (deficit) capital
at July 31, 1998 42,324 $ (308) $ 5,352 $ 5,044
See Accompanying Notes to Financial Statements
d)
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
July 31,
1998 1997
Cash flows from operating activities:
Net income $ 206 $ 634
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 1,515 1,490
Amortization of discounts and loan costs 234 230
Casualty gain -- (342)
Change in accounts:
Receivables and deposits (217) (131)
Other assets 58 (28)
Accounts payable (339) (228)
Tenant security deposits liabilities 7 4
Accrued property taxes 164 158
Other liabilities 43 (59)
Net cash provided by operating activities 1,671 1,728
Cash flows from investing activities:
Property improvements and replacements (827) (795)
Net deposits to restricted escrows (53) (32)
Insurance proceeds from casualty items 148 214
Net cash used in investing activities (732) (613)
Cash flows from financing activities:
Payments on mortgage notes payable (637) (590)
Net cash used in financing activities (637) (590)
Net increase in cash and cash equivalents 302 525
Cash and cash equivalents at beginning of period 2,632 3,104
Cash and cash equivalents at end of period $2,934 $3,629
Supplemental disclosure of cash flow information:
Cash paid for interest $1,581 $1,628
At July 31, 1997, receivables and deposits and accounts payable were adjusted by
approximately $211,000 and $183,000, respectively, for non-cash amounts in
connection with the recording of the casualty items.
See Accompanying Notes to Financial Statements
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Shelter Properties VI Limited
Partnership (the "Partnership") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of Shelter Realty VI Corporation (the "Corporate General Partner") all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and nine
month periods ended July 31, 1998, are not necessarily indicative of the results
that may be expected for the fiscal year ending October 31, 1998. For further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-KSB for the fiscal year ended October
31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - RECONCILIATION OF CASH FLOWS
The following is a reconciliation of the subtotal on the accompanying statements
of cash flows captioned "Net cash provided by operating activities" to "Net cash
used in operations", as defined in the Partnership Agreement. However, "Net
cash used in operations" should not be considered an alternative to net income
as an indicator of the Partnership's operating performance or to cash flows as a
measure of liquidity.
Nine Months Ended
July 31,
(in thousands)
1998 1997
Net cash provided by operating activities $1,671 $1,728
Payments on mortgage notes payable (637) (590)
Property improvements and replacements (827) (795)
Change in restricted escrows, net (53) (32)
Changes in reserves for net operating
liabilities 284 284
Additional reserves (438) (596)
Net cash used in operations $ -- $ (1)
The Corporate General Partner believed it to be in the best interest of the
Partnership to reserve net cash from operations of approximately $438,000 and
$596,000 at July 31, 1998 and 1997, respectively, to fund continuing capital
improvements at the Partnership's six investment properties.
NOTE C - 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 Corporate General Partner is wholly-owned by
Insignia Properties Trust ("IPT"), an affiliate of Insignia Financial Group,
Inc. ("Insignia"). The Partnership Agreement provides for payments to
affiliates for services and the reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following expenses were paid or
accrued to affiliates of the Corporate General Partner during the nine months
ended July 31, 1998 and 1997 (in thousands):
1998 1997
Property management fees (included in operating expenses) $380 $380
Reimbursements for services of affiliates (included in
operating and general and administrative expenses) 156 134
In addition, the Partnership paid construction oversight reimbursements of
approximately $31,000 and $14,000 during the nine month periods ended July 31,
1998 and 1997, respectively, to an affiliate of the Corporate General Partner.
Construction oversight reimbursements are included in operating expenses and
investment properties.
For the period of November 1, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Corporate General Partner with an 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 master policy. The
agent assumed the financial obligations to the affiliate of the Corporate
General Partner which received payments on these obligations from the agent.
The amount of the Partnership's insurance premiums that accrued to the benefit
of the affiliate of the Corporate General Partner by virtue of the agent's
obligations was not significant.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly-traded
real estate investment trust. The closing, which is anticipated to happen in
September or October of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the Corporate General Partner of the
Partnership.
On July 21, 1998, an affiliate of Insignia (the "Purchaser") commenced a tender
offer for limited partnership interests in the Partnership. The Purchaser
offered to purchase up to 17,000 of the outstanding units of limited partnership
interest ("Units") in the Partnership at a purchase price of $475 per Unit, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated July 21, 1998 (the "Offer to Purchase") and in the
related Assignment of Partnership Interest (which, together with any supplements
or amendments, collectively constitute the "Offer") per Schedule 14D-9
originally filed with the Securities and Exchange Commission on July 21, 1998.
Because of the existing and potential future conflicts of interest (described in
the Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Corporate General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase. As a result of the tender, the Purchaser acquired 3,364 units of
limited partnership interest.
NOTE D - CASUALTY ITEMS
During the nine months ended July 31, 1998, the Partnership received
approximately $148,000 in insurance proceeds, which were accrued at October 31,
1997. Approximately $35,000 of the proceeds was received in the first quarter of
1998, relating to tornado damage at River Reach Apartments in May 1997. The
tornado caused uprooted trees, minor damage to the parking lot, and damage to
roofs of two units. A casualty loss of approximately $19,000 resulted and was
recorded during the year ended October 31, 1997. Approximately $113,000 of the
insurance proceeds was received in the second quarter of 1998, relating to fire
damage at Foxfire/Barcelona in April 1997. This fire destroyed an entire
building consisting of eight units. A casualty gain of approximately $53,000
relating to the fire was recorded during the quarter ended April 30, 1997,
resulting from the expected insurance proceeds exceeding the basis of the units
destroyed plus the total estimated costs to replace the assets. An additional
amount of approximately $77,000 in insurance proceeds is expected to be received
subsequent to quarter end.
The following additional casualty gains and losses were recorded during the nine
months ended July 31, 1997. A casualty gain of approximately $232,000 resulted
from the insurance proceeds from hail and wind storm damage at Nottingham Square
Apartments that occurred in the second quarter of 1996. Approximately $27,000
of these proceeds were received during the second quarter of 1997 and the
remaining $205,000 was received during the third quarter of 1997. In November
1996, a fire occurred at Carriage House Apartments which damaged one unit and
caused smoke damage to two additional units and the common area. The estimated
costs to repair the units exceeded the insurance proceeds received and thus
resulted in a casualty loss of approximately $8,000. In March 1997, a fire
occurred at Village Gardens Apartments which destroyed one unit and caused smoke
and water damage to additional units. The estimated costs to repair the units
exceeded the insurance proceeds expected to be received and thus resulted in a
casualty loss of approximately $9,000. In April 1997, a fire occurred at
Foxfire/Barcelona Apartments which destroyed an entire building, consisting of
eight units. A casualty gain of approximately $139,000 resulted from the
expected insurance proceeds exceeding the basis of the units destroyed, plus the
total estimated non-capitalized costs to replace the assets. In May 1997, a
tornado caused damage to River Reach Apartments resulting in uprooted trees,
minor damage to the parking lot and roofs of two units. A casualty loss of
approximately $12,000 resulted. The combination of these casualty events
resulted in a casualty gain of approximately $342,000 for the nine months ended
July 31, 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of six apartment complexes. The
following table sets forth the average occupancy of the properties for the nine
months ended July 31, 1998 and 1997:
Average Occupancy
Property 1998 1997
Rocky Creek Apartments
Augusta, Georgia 89% 89%
Carriage House Apartments
Gastonia, North Carolina (1) 85% 92%
Nottingham Square Apartments
Des Moines, Iowa (2) 87% 92%
Foxfire/Barcelona Apartments
Durham, North Carolina (3) 91% 95%
River Reach Apartments
Jacksonville, Florida 98% 98%
Village Gardens Apartments
Fort Collins, Colorado 95% 95%
(1) The decrease in average occupancy at Carriage House Apartments is
attributable to an increase in home purchases and transfers to stronger job
markets in areas outside the Gastonia market. Management has offered rent
concessions in an effort to increase occupancy. At July 31, 1998,
occupancy had increased to 94% at the property.
(2) Occupancy decreased at Nottingham Square Apartments due to competition from
new construction in the Des Moines market. Management has offered rent
concessions in an effort to increase occupancy. At July 31, 1998,
occupancy had increased to 93%.
(3) The decrease in occupancy at Foxfire/Barcelona Apartments is primarily the
result of competition due to new construction in the Durham market and
rental rate increases. However, management anticipates the use of rental
concessions will help increase occupancy.
The Partnership realized net income of approximately $206,000 for the nine
months ended July 31, 1998, versus approximately $634,000 for the corresponding
period in 1997. During the three months ended July 31, 1998 and 1997, the
Partnership realized net income of approximately $96,000 and $126,000
respectively. The decreases in net income are primarily attributable to
decreases in total revenues resulting from the recognition of net casualty gains
during the three and nine month periods ended July 31, 1997. A decrease in
rental income and an increase in general and administrative expense also
contributed to the decrease in net income for the nine months ended July 31,
1998. The decrease in rental income is due primarily to decreased occupancy as
discussed above. Partially offsetting the impact of decreased occupancy is an
increase in rental rates at Foxfire/Barcelona, River Reach, and Village Gardens.
General and administrative expenses increased primarily due to increased expense
reimbursements during the nine month period ended July 31, 1998. Partially
offsetting the decrease in net income for the three and nine month periods ended
July 31, 1998, was a decrease in operating expenses. Operating expenses
decreased primarily due to decreases in maintenance expenses at River Reach and
Village Gardens, resulting from exterior building repairs made in 1997. Included
in operating expense is approximately $80,000 of major repairs and maintenance
comprised primarily of landscaping, exterior painting, and exterior building
repairs for the nine months ended July 31, 1998. For the nine months ended July
31, 1997, approximately $209,000 comprised primarily of landscaping, exterior
painting, and exterior building repairs were included in operating expense.
Major capital improvement projects budgeted for the Partnership's investment
properties during 1998 include replacement of all the vinyl siding at Nottingham
Square Apartments. This is anticipated to be a three year project with estimated
costs of approximately $300,000 to be incurred during 1998. Additionally,
approximately $200,000 is budgeted for parking lot repairs during 1998 at
Nottingham Square and Foxfire/Barcelona Apartments.
During the nine months ended July 31, 1997, the Partnership recorded the
following casualty gains and losses. A casualty gain of approximately $232,000
resulted from the insurance proceeds from hail and wind storm damage at
Nottingham Square Apartments that occurred in the second quarter of 1996.
Approximately $27,000 of these proceeds were received during the second quarter
of 1997 and the remaining $205,000 was received during the third quarter of
1997. In November 1996, a fire occurred at Carriage House Apartments which
damaged one unit and caused smoke damage to two additional units and the common
area. The estimated costs to repair the units exceeded the insurance proceeds
received and thus resulted in a casualty loss of approximately $8,000. In March
1997, a fire occurred at Village Gardens Apartments which destroyed one unit and
caused smoke and water damage to additional units. The estimated costs to
repair the units exceeded the insurance proceeds expected to be received and
thus resulted in a casualty loss of approximately $9,000. In April 1997, a fire
occurred at Foxfire/Barcelona Apartments which destroyed an entire building,
consisting of eight units. A casualty gain of approximately $139,000 resulted
from the expected insurance proceeds exceeding the basis of the units destroyed,
plus the total estimated non-capitalized costs to replace the assets. In May
1997, a tornado caused damage to River Reach Apartments resulting in uprooted
trees, minor damage to the parking lot and roofs of two units. A casualty loss
of approximately $12,000 resulted. The combination of these casualty events
resulted in a casualty gain of approximately $342,000 for the nine months ended
July 31, 1997.
As part of the ongoing business plan of the Partnership, the Corporate General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expense. As part of this plan, the Corporate General Partner attempts to
protect the Partnership from the burden of inflation-related increases in
expenses by increasing rents and maintaining a high overall occupancy level.
However, due to changing market conditions, which can result in the use of
rental concessions and rental reductions to offset softening market conditions,
there is no guarantee that the Corporate General Partner will be able to sustain
such a plan.
At July 31, 1998, the Partnership held cash and cash equivalents of
approximately $2,934,000 compared to approximately $3,629,000 at July 31, 1997.
For the nine months ended July 31, 1998, net cash and cash equivalents increased
approximately $302,000 compared to a net increase of approximately $525,000 for
the nine months ended July 31, 1997. Net cash provided by operating activities
decreased primarily due to an increase in cash used for accounts payable due to
the timing of payments to vendors. Net cash used in investing activities
increased primarily as a result of an increase in property improvements and
replacements and a decrease in insurance proceeds received in 1998 compared to
1997 for damages to several of the Partnership's properties in 1997. Net cash
used in financing activities increased due to an increase in principal payments
on mortgage notes.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the investment properties to adequately maintain the
physical assets and other operating needs of the Partnership. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The mortgage indebtedness of approximately $26,316,000, net of discounts, is
being amortized over 257 months with balloon payments of approximately
$23,008,000 due on November 15, 2002, at which time the properties are expected
to either be refinanced or sold. No cash distributions were paid during the
nine months ended July 31, 1998 and 1997. Future cash distributions will depend
on the levels of net cash generated from operations, refinancings, property
sales and the availability of cash reserves. The Corporate General Partner is
currently planning to make a distribution during the fourth quarter 1998.
Year 2000
The Partnership is dependent upon the Corporate General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Corporate General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date of
this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Corporate General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and AIMCO. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. The Corporate General
Partner believes the action to be without merit, and intends to vigorously
defend it. On June 25, 1998, the Corporate General Partner filed a motion
seeking dismissal of the action. In lieu of responding to that motion, the
plaintiffs have recently served an amended complaint.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners are affiliates of
Insignia filed a complaint in the Superior Court of the State of California,
County of Los Angeles. The action involves 44 real estate limited partnerships
(including the Partnership) in which the plaintiffs allegedly own interests and
which Insignia affiliates allegedly manage or control (the "Subject
Partnerships"). The complaint names as defendants Insignia, several Insignia
affiliates alleged to be managing partners of the defendant limited
partnerships, the Partnership and the Corporate General Partner. Plaintiffs
allege that they have requested from, but have been denied by each of the
Subject Partnerships, lists of their respective limited partners for the purpose
of making tender offers to purchase up to 4.9% of the limited partner units of
each of the Subject Partnerships. The complaint also alleges that certain of
the defendants made tender offers to purchase limited partner units in many of
the Subject Partnerships, with the alleged result that plaintiffs have been
deprived of the benefits they would have realized from ownership of the
additional units. The plaintiffs assert eleven causes of action, including
breach of contract, unfair business practices, and violations of the partnership
statutes of the states in which the Subject Partnerships are organized.
Plaintiffs seek compensatory, punitive and treble damages. The Partnership was
only recently served with the complaint and has not yet responded to it. The
Corporate General Partner believes the claims to be without merit and intends
to defend the action vigorously.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Corporate General Partner of the Partnership
believes all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition or operations of
the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
None filed during the quarter ended July 31, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
By: Shelter Realty VI Corporation
Its Corporate General Partner
By: /s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/ Ronald Uretta
Ronald Uretta
Vice President and Treasurer
Date: September 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties VI Limited Partnership (1998 Third Quarter 10-QSB) and is qualified
in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000730013
<NAME> SHELTER PROPERTIES VI LIMITED PARTNERSHIP
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> JUL-31-1998
<CASH> 2,934
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 53,036
<DEPRECIATION> 26,266
<TOTAL-ASSETS> 32,789
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 26,316
0
0
<COMMON> 0
<OTHER-SE> 5,044
<TOTAL-LIABILITY-AND-EQUITY> 32,789
<SALES> 0
<TOTAL-REVENUES> 7,075
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,561
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,814
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 206
<EPS-PRIMARY> 4.82<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
