<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------
For Quarter Ended June 30, 1998
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Commission file number 0-13563
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DAMSON/BIRTCHER REALTY INCOME FUND - I
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 13-3264491
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27611 La Paz Road, P.O. Box A-1, Laguna Niguel, California 92677-0100
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(949) 643-7700
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 12(g), 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding twelve 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
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<PAGE> 2
DAMSON/BIRTCHER REALTY INCOME FUND-I
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED JUNE 30, 1998
----------------------------------------
INDEX
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<TABLE>
<CAPTION>
Page
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<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Net Assets in Liquidation - June 30, 1998 (Unaudited)
and December 31, 1997 (Audited)...................................................... 3
Statements of Changes of Net Assets in Liquidation -
Three Months Ended June 30, 1998 and 1997 and Six Months Ended
June 30, 1998(Unaudited)............................................................. 4
Statement of Operations (Unaudited) -
Three Months Ended March 31, 1997.................................................... 5
Statement of Cash Flows (Unaudited) -
Three Months Ended March 31, 1997.................................................... 6
Notes to Financial Statements (Unaudited)............................................ 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations........................................ 11
PART II. OTHER INFORMATION.................................................................... 15
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DAMSON/BIRTCHER REALTY INCOME FUND-I
STATEMENTS OF NET ASSETS IN LIQUIDATION
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
----------- -----------
(unaudited)
<S> <C> <C>
ASSETS (Liquidation Basis):
- ---------------------------
Properties $34,082,000 $36,090,000
Cash and cash equivalents 162,000 461,000
Accounts receivable 81,000 100,000
Other assets 145,000 99,000
----------- -----------
Total Assets 34,470,000 36,750,000
----------- -----------
LIABILITIES (Liquidation Basis):
- --------------------------------
Accounts payable and accrued liabilities 877,000 945,000
Secured loan payable 2,622,000 2,730,000
Accrued expenses for liquidation 1,049,000 1,049,000
----------- -----------
Total Liabilities 4,548,000 4,724,000
----------- -----------
Net Assets in Liquidation $29,922,000 $32,026,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
DAMSON/BIRTCHER REALTY INCOME FUND-I
STATEMENTS OF CHANGES OF NET ASSETS IN LIQUIDATION
(UNAUDITED)
--------------------------------------------------
<TABLE>
<CAPTION>
Three Months Three Months Six Months
Ended Ended Ended
June 30, 1998 June 30, 1997 June 30, 1998
------------ ------------ ------------
<S> <C> <C> <C>
Net assets in liquidation at beginning
of period $ 32,052,000 $ 32,002,000 $ 32,026,000
Increase (decrease) during period:
Operating activities:
Property operating income, net 911,000 796,000 1,592,000
Interest income 1,000 9,000 6,000
General and administrative expenses (273,000) (357,000) (507,000)
Interest expense on mortgage payable (59,000) (64,000) (121,000)
Leasing commissions (110,000) (49,000) (218,000)
------------ ------------ ------------
470,000 335,000 752,000
------------ ------------ ------------
Liquidating activities:
Adjustment to the carrying value
of properties in liquidation (2,600,000) -- (2,600,000)
Distributions to partners -- (256,000) (256,000)
------------ ------------ ------------
(2,600,000) (256,000) (2,856,000)
------------ ------------ ------------
Net (decrease)increase in assets
in liquidation (2,130,000) 79,000 (2,104,000)
------------ ------------ ------------
Net assets in liquidation at end
of period $ 29,922,000 $ 32,081,000 $ 29,922,000
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
DAMSON/BIRTCHER REALTY INCOME FUND-I
STATEMENT OF OPERATIONS
(UNAUDITED)
------------------------------------
<TABLE>
<CAPTION>
For the
Three Months
Ended
3/31/97
----------
<S> <C>
REVENUES
Rental income $1,479,000
Interest income 10,000
----------
Total revenues 1,489,000
----------
EXPENSES
Operating expenses 377,000
Real estate taxes 201,000
Amortization 70,000
General and administrative 369,000
Interest 66,000
----------
Total expenses 1,083,000
----------
NET INCOME $ 406,000
==========
NET INCOME ALLOCABLE TO:
General Partner $ 4,000
==========
Limited Partners $ 402,000
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
DAMSON/BIRTCHER REALTY INCOME FUND-I
STATEMENT OF CASH FLOWS
(UNAUDITED)
------------------------------------
<TABLE>
<CAPTION>
For the
Three Months
Ended
March 31, 1997
--------------
<S> <C>
Cash flows from operating activities:
Net income $ 406,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Amortization 70,000
Changes in:
Accounts receivable (48,000)
Prepaid expenses and other assets 112,000
Accrued rent receivable 6,000
Accounts payable and accrued liabilities (146,000)
---------
Net cash provided by operating activities 400,000
Cash flows from investing activities:
Investments in real estate (34,000)
---------
Net cash used in investing activities (34,000)
Cash flows from financing activities:
Principal payments on secured loan payable (49,000)
Distributions (255,000)
---------
Net cash used in financing activities (304,000)
Net increase in cash and cash equivalents 62,000
Cash and cash equivalents, beginning of period 711,000
---------
Cash and cash equivalents, end of period $ 773,000
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
DAMSON/BIRTCHER REALTY INCOME FUND-I
NOTES TO FINANCIAL STATEMENTS - UNAUDITED
(1) Accounting Policies
The financial statements of Damson/Birtcher Realty Income Fund-I (the
"Partnership") included herein have been prepared by the General
Partner, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. These financial statements include
all adjustments which are of a normal recurring nature and, in the
opinion of the General Partner, are necessary for a fair presentation.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted, pursuant to the
rules and regulations of the Securities and Exchange Commission. These
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Partnership's annual
report on Form 10-K for the year ended December 31, 1997.
Liquidation Basis of Accounting
On February 18, 1997, the Partnership mailed a Consent Solicitation to
the Limited Partners which sought their consent to dissolve the
Partnership and sell and liquidate all of its remaining properties as
soon as practicable, consistent with selling the Partnership's
properties to the best advantage under the circumstances. A majority in
interest of the Limited Partners consented by March 14, 1997. As a
result, the Partnership adopted the liquidation basis of accounting as
of March 31, 1997. The liquidation basis of accounting is appropriate
when liquidation appears imminent, the Partnership can no longer be
classified as a going concern and the net realizable values of the
Partnership's assets are reasonably determinable. The difference
between the adoption of the liquidation basis of accounting as of March
14, 1997 and March 31, 1997 was not material.
Under the liquidation basis of accounting, assets are stated at their
estimated net realizable values and liabilities are stated at their
anticipated settlement amounts. The valuation of assets and liabilities
necessarily requires many estimates and assumptions, and there are
substantial uncertainties in carrying out the dissolution of the
Partnership. The actual values upon dissolution and costs associated
therewith could be higher or lower than the amounts recorded.
The Partnership adopted the liquidation basis of accounting on March
31, 1997. Comparison of results of operations to prior years through
March 31, 1997, therefore, is not practical. The Statements of Net
Assets in Liquidation and Statements of Changes of Net Assets in
Liquidation reflect the Partnership in the process of liquidation.
Prior financial statements reflect the Partnership as a going concern.
On April 30, 1998, the General Partner accepted an offer to purchase
all of the Partnership's properties for $39,140,000, subject to
customary contingencies, including due diligence review by the
purchaser and negotiation of a definitive Purchase and Sale Agreement
(the "Purchase Offer"). At that time, the buyer anticipated closing
the transaction in approximately 60-90 days.
Since that time, the General Partner and buyer have been working to
finalize a definitive Purchase and Sale Agreement, but have not yet
7
<PAGE> 8
DAMSON/BIRTCHER REALTY INCOME FUND-I
NOTES TO FINANCIAL STATEMENTS - UNAUDITED (Cont'd.)
(1) Accounting Policies (Cont'd.)
Liquidation Basis of Accounting (Cont'd.)
completed that negotiation. The most significant open issue is the
purchase price, which in the Purchase Offer was based upon certain
assumptions concerning existing occupancy, the lease-up of vacant space
and the required capital expenditures to complete the lease-up.
Several of the Partnership's properties, including The Cornerstone (76%
leased), Certified Distribution Center (39% leased), Ladera-I Shopping
Center (80% leased) and Oakpointe (91% leased) have not performed to
expectations. As a consequence, the buyer has reduced its offer, based
upon lower than expected revenue and the anticipated cost to
reconfigure, build out and lease-up these properties. The parties are
therefore likely to agree to a final purchase price between $33,000,000
and $35,000,000 and are negotiating a formula to credit the Partnership
should any space be leased before the final closing of the sale.
The General Partner believes that the parties will reach agreement and
currently anticipates finalization of a definitive Purchase and Sale
Agreement by August 31, 1998. Once that is accomplished, the General
Partner estimates that closing will take approximately 45-75 additional
days. In the interim, the General Partner will be working to lease-up
the vacant space.
Earnings Per Unit
The Partnership Agreement does not designate investment interests in
units. All investment interests are calculated on a "percent of
Partnership" basis, in part to accommodate original reduced rates on
sales commissions for subscriptions in excess of certain specified
amounts.
A Limited Partner who was charged a reduced sales commission or no
sales commission was credited with proportionately larger Invested
Capital and therefore had a disproportionately greater interest in the
capital and revenues of the Partnership than a Limited Partner who paid
commissions at a higher rate. As a result, the Partnership has no set
unit value as all accounting, investor reporting and tax information is
based upon each investor's relative percentage of Invested Capital.
Accordingly, earnings or loss per unit is not presented in the
accompanying financial statements.
(2) Transactions with Affiliates
The Partnership has no employees and, accordingly, the General Partner
and its affiliates perform services on behalf of the Partnership in
connection with administering the affairs of the Partnership. The
General Partner and affiliates are reimbursed for their general and
administrative costs actually incurred and associated with services
performed on behalf of the Partnership. For the three months ended June
30, 1998 and 1997, the Partnership incurred approximately $50,000 and
$45,000, respectively. For the six months there ended, such expenses
were $90,000 and $79,000, respectively.
8
<PAGE> 9
DAMSON/BIRTCHER REALTY INCOME FUND-I
NOTES TO FINANCIAL STATEMENT - UNAUDITED (Cont'd.)
(2) Transactions with Affiliates (Cont'd.)
An affiliate of the General Partner provides property management
services with respect to the Partnership's properties and receives a
fee for such services not to exceed 3% of the gross receipts from the
properties under management. Such fees amounted to approximately
$44,000 and $40,000 for the three months ended June 30, 1998 and 1997,
respectively. For the six months there ended, these fees amounted to
$85,000 and $81,000, respectively. In addition, an affiliate of the
General Partner received $87,000 and $78,000 for the three months ended
June 30, 1998 and 1997, respectively, as reimbursement of costs of
on-site property management personnel and other reimbursable costs. For
the six months there ended, such reimbursements were $161,000 and
$157,000, respectively.
As previously reported, on June 24, 1993, the Partnership completed its
solicitation of written consents from its Limited Partners. A majority
in interest of the Partnership's Limited Partners approved each of the
proposals contained in the Information Statement dated May 5, 1993.
Those proposals were implemented by the Partnership as contemplated by
the Information Statement as amendments to the Partnership Agreement,
and are reflected in these financial statements as such.
The amended Partnership Agreement provides for the Partnership's
payment to the General Partner of an annual asset management fee equal
to .55% for 1998 and .65% for 1997 of the aggregate appraised value of
the Partnership's properties as determined by independent appraisal
undertaken in January of each year. Such fees for the three months
ended June 30, 1998 and 1997, amounted to $52,000 and $61,000,
respectively. For the six months there ended, these fees amounted to
$105,000 and $122,000, respectively.
In addition, the amended Partnership Agreement provides for payment to
the General Partner of a leasing fee for services rendered in
connection with leasing space in a Partnership property after the
expiration or termination of leases. Fees for leasing services for the
three months ended June 30, 1998 and 1997, amounted to $12,000 and
$9,000, respectively. For the six months there ended, such fees were
$35,000 and $9,000, respectively.
(3) Commitments and Contingencies
Litigation
So far as is known to the General Partner, neither the Partnership nor
its properties are subject to any material pending legal proceedings.
(4) Accrued Expenses for Liquidation
Accrued expenses for liquidation as of June 30, 1998, include estimates
of costs to be incurred in carrying out the dissolution and liquidation
of the Partnership. These costs include estimates of legal fees,
accounting fees, tax preparation and filing fees, other professional
services, the general partner's liability insurance and the pre-payment
penalty associated with the anticipated early retirement of the
mortgage loan secured by the Certified Distribution Center property.
The actual costs could vary significantly from the related provisions
due to the uncertainty related
9
<PAGE> 10
DAMSON/BIRTCHER REALTY INCOME FUND-I
NOTES TO FINANCIAL STATEMENT - UNAUDITED (Cont'd.)
(4) Accrued Expenses for Liquidation (Cont'd.)
to the length of time required to complete the liquidation and
dissolution and the complexities which may arise in disposing of the
Partnership's remaining assets.
10
<PAGE> 11
DAMSON/BIRTCHER REALTY INCOME FUND-I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
Since the completion of its acquisition program in September 1985, the
Partnership has been engaged in the operation of its properties. The
Partnership's original objective had been to hold its properties as
long-term investments. However, an Information Statement, dated May 5,
1993, mandated that the General Partner seek a vote of the Limited
Partners no later than December 31, 1996, regarding prompt liquidation
of the Partnership in the event that properties with appraised values
as of January 1993 which constituted at least one half of the aggregate
appraised values of all Partnership properties as of that date were not
sold or under contract for sale by the end of 1996. Given the mandate
of the May 5, 1993 Information Statement, as of December 31, 1995, the
General Partner decided to account for the Partnership's properties as
assets held for sale, instead of for investment. In a Consent
Solicitation dated February 18, 1997, the Partnership solicited and
received the consent of the Limited Partners on March 14, 1997 to
dissolve the Partnership and sell and liquidate all of its remaining
properties as soon as practicable, consistent with selling the
Partnership's properties to the best advantage under the circumstances.
The Partnership's properties were held for sale throughout 1997 and
continue to be held for sale.
On April 30, 1998, the General Partner accepted an offer to purchase
all of the Partnership's properties for $39,140,000, subject to
customary contingencies, including due diligence review by the
purchaser and negotiation of a definitive Purchase and Sale Agreement
(the "Purchase Offer"). At that time, the buyer anticipated closing the
transaction in approximately 60-90 days.
Since that time, the General Partner and buyer have been working to
finalize a definitive Purchase and Sale Agreement, but have not yet
completed that negotiation. The most significant open issue is the
purchase price, which in the Purchase Offer was based upon certain
assumptions concerning existing occupancy, the lease-up of vacant space
and the required capital expenditures to complete the lease-up.
Several of the Partnership's properties, including The Cornerstone (76%
leased), Certified Distribution Center (39% leased), Ladera-I Shopping
Center (80% leased) and Oakpointe (91% leased) have not performed to
expectations. As a consequence, the buyer has reduced its offer, based
upon lower than expected revenue and the anticipated cost to
reconfigure, build out and lease-up these properties. The parties are
therefore likely to agree to a final purchase price between $33,000,000
and $35,000,000 and are negotiating a formula to credit the Partnership
should any space be leased before the final closing of the sale.
The General Partner believes that the parties will reach agreement and
currently anticipates finalization of a definitive Purchase and Sale
Agreement by August 31, 1998. Once that is accomplished, the General
Partner estimates that closing will take approximately 45-75 additional
days. In the interim, the General Partner will be working to lease-up
the vacant space.
The prospective buyer (the "Purchaser") is Abbey Investments, Inc., an
11
<PAGE> 12
DAMSON/BIRTCHER REALTY INCOME FUND-I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Cont'd.)
Liquidity and Capital Resources (Cont'd.)
affiliate of The Abbey Company. The Abbey Company is a Southern
California-based real estate operating company founded in 1990. The
Purchaser is not affiliated in any way with the Partnership or the
General Partner, or any of the General Partner's principals or
affiliates.
The Purchaser currently does not own or operate real property outside
of Southern California. Therefore, it is seeking to negotiate a
property management agreement with Birtcher to manage the properties
after the closing.
In contemplation of the proposed transaction, the General Partner has
reduced the carrying value of properties in liquidation by $2,600,000
at June 30, 1998. However, there can be no assurance that the proposed
sale of the properties will be completed.
Regular distributions through June 30, 1998 represent cash flow
generated from operations of the Partnership's properties and interest
earned on the temporary investment of working capital net of capital
reserve requirements.
During 1998, the Partnership spent approximately $592,000 on tenant and
capital improvements for The Cornerstone, Ladera, Terracentre and
Certified Distribution Center. In addition, leasing commissions of
approximately $218,000 were incurred for Certified Distribution Center,
The Cornerstone, Terracentre and Washington Technical Center. These
expenditures contributed to an overall reduction of the Partnership's
cash reserves from $461,000 at the beginning of the year to $162,000 as
of June 30, 1998. The Partnership has begun to replenish these
reserves, but based upon currently budgeted revenues and expenses, it
will not make a distribution of cash from operations to its limited
partners this quarter.
Future cash distributions will be made principally to the extent of
cash flow attributable to operations and sales of the Partnership's
properties and interest earned on the investment of capital reserves,
after loan repayments, payment for capital improvements to the
Partnership's properties and providing for capital reserves.
On July 30, 1993, the Partnership obtained a loan secured by a First
Deed of Trust on the Certified Distribution Center in Salt Lake City,
Utah. The loan, in the amount of $3,500,000, carries a fixed interest
rate of 9% per annum over a 13-year fully amortizing term and a
prepayment penalty of approximately $600,000 at current interest rates,
if fully paid off after July 1, 1998.
In March 1996, the Partnership entered into a loan agreement pursuant
to which it could borrow up to $1,500,000 (similar to a credit line
arrangement), evidenced by a note secured by a first deed of trust and
financing statement on the Ladera I Shopping Center in Albuquerque, New
Mexico. Pursuant to the note and loan agreement, the Partnership
borrowed $700,000 in March 1996. The net proceeds of the foregoing loan
were used to fund a portion of the renovation and tenant improvements
at The Cornerstone and tenant improvements at Oakpointe. The
Partnership made
12
<PAGE> 13
DAMSON/BIRTCHER REALTY INCOME FUND-I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Cont'd.)
Liquidity and Capital Resources (Cont'd.)
interest only payments at the rate of 1% over prime (the loan rate was
9.25%) through November 1996, when the entire balance was paid off
utilizing a portion of the proceeds from the sale of Arlington
Executive Plaza. The Partnership has the ability to borrow against this
credit facility (up to $1,500,000) through March 31, 1999, should its
cash requirements necessitate.
Results of Operations for the Three Months Ended June 30, 1998
Because the Partnership adopted the liquidation basis of accounting on
March 31, 1997, a comparison of the results of operations is not
practical. As the Partnership's assets (properties) are sold, the
results of operations will be generated from a smaller asset base, and
are therefore not comparable. The Partnership's operating results have
been reflected on the Statement of Changes of Net Assets in Liquidation
since March 31, 1997 (the date of adoption of the liquidation basis of
accounting).
For the three months ended June 30, 1998, the Partnership generated
$911,000 of net operating income from operations of its properties. The
increase in net operating income for the three months ended June 30,
1998 when compared to the same period in 1997 was primarily
attributable to an increase in rental income and the collection of an
early lease termination fee at The Cornerstone ($241,000). The
aforementioned increases were partially offset by a decrease in rental
income at Certified Distribution Center ($131,000) that resulted from
lower occupancy in 1998.
In September and November 1997, Certified Warehouse and Transfer
Company, Inc. vacated Certified Distribution Center. Although the
General Partner successfully completed negotiation of a 123,074 square
foot lease with Quality Distribution effective March 1, 1998 at a rate
greater than before, the remaining 189,115 square foot vacancy will
have a negative impact on future distributions of cash from operations
to the Limited Partners.
Interest income resulted from the temporary investment of Partnership
working capital. For the three months ended June 30, 1998, interest
income was approximately $1,000.
General and administrative expenses for the three months ended June 30,
1998, include charges of $114,000 from the General Partner and its
affiliates for services rendered in connection with administering the
affairs of the Partnership and operating the Partnership's properties.
Also included in general and administrative expenses for the three
months ended June 30, 1998, are direct charges of $159,000, relating to
audit fees, tax preparation fees, legal fees and professional services,
liability insurance expenses, costs incurred in providing information
to the Limited Partners and other miscellaneous costs.
The decrease in general and administrative expenses for the three
months ended June 30, 1998, as compared to the corresponding period in
1997, was primarily attributable to the decrease in legal, professional
services and mailing costs associated with the Partnership's
solicitation of the Limited Partners consent for the liquidation of the
Partnership in March 1997.
13
<PAGE> 14
DAMSON/BIRTCHER REALTY INCOME FUND-I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Cont'd.)
Results of Operations for the Three Months Ended June 30, 1998
(Cont'd.)
Accrued expenses for liquidation, as reflected in the Statements of Net
Assets in Liquidation since March 31, 1997, are not included in results
of operations for the three month period ended March 31, 1997. The
liquidation basis of accounting was adopted on March 31, 1997
therefore, it was not appropriate to include such adjustments in the
results of operations for prior periods. Accrued expenses for
liquidation as of June 30, 1998, includes estimates of costs to be
incurred in carrying out the dissolution and liquidation of the
Partnership. These costs include estimates of legal fees, accounting
fees, tax preparation and filing fees, professional services, the
general partner's liability insurance and the pre-payment penalty
associated with the anticipated early retirement of the mortgage loan
secured by the Certified Distribution Center property. The actual costs
could vary significantly from the related provisions due to the
uncertainty related to the length of time required to complete the
liquidation and dissolution and the complexities which may arise in
disposing of the Partnership's remaining assets.
Interest expense resulted from interest on the first deed of trust on
Certified Distribution Center.
14
<PAGE> 15
DAMSON/BIRTCHER REALTY INCOME FUND-I
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
So far as is known to the General Partner, neither the Partnership nor
its properties are subject to any material pending legal proceedings.
On March 25, 1997, a limited partner named Bigelow/Diversified
Secondary Partnership Fund 1990 filed a purported class action lawsuit
in the Court of Common Pleas of Philadelphia County against
Damson/Birtcher Partners, Birtcher Investors, Birtcher/Liquidity
Properties, Birtcher Investments, L.F. Special Fund II, L.P., L.F.
Special Fund I, L.P., Arthur Birtcher, Ronald Birtcher, Robert
Anderson, Richard G. Wollack and Brent R. Donaldson alleging breach of
fiduciary duty and breach of contract and seeking to enjoin the Consent
Solicitation dated February 18, 1997. On April 18, 1997, the court
denied the plaintiff's motion for a preliminary injunction. On June 10,
1997, the court dismissed the plaintiff's complaint on the basis of
lack of personal jurisdiction and forum non conveniens.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
27 - Financial Data Schedule
b) Reports on Form 8-K:
None filed in quarter ended June 30, 1998.
15
<PAGE> 16
DAMSON/BIRTCHER REALTY INCOME FUND-I
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DAMSON/BIRTCHER REALTY INCOME FUND-I
By: DAMSON/BIRTCHER PARTNERS By: BIRTCHER PARTNERS,
(General Partner) a California general partnership
By: BIRTCHER INVESTMENTS,
a California general partnership,
General Partner of Birtcher Partners
By: BIRTCHER LIMITED,
a California limited partnership,
General Partner of Birtcher
Investments
By: BREICORP,
a California corporation,
formerly known as Birtcher
Real Estate Inc., General
Partner of Birtcher Limited
Date: August 10, 1998 By: /s/Robert M. Anderson
-------------------------
Robert M. Anderson
Executive Director
BREICORP
By: LF Special Fund II, L.P.,
a California limited partnership
By: Liquidity Fund Asset Management, Inc.,
a California corporation, General
Partner of LF Special Fund II, L.P.
Date: August 10, 1998 By: /s/ Brent R. Donaldson
-------------------------
Brent R. Donaldson
President
Liquidity Fund Asset
Management, Inc.
16
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<C> <S>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATEMENT OF
NET ASSETS IN LIQUIDATION OF DAMSON BIRTCHER REALTY INCOME FUND - I AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 162,000
<SECURITIES> 0
<RECEIVABLES> 81,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 388,000
<PP&E> 34,082,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 34,470,000
<CURRENT-LIABILITIES> 1,926,000
<BONDS> 2,622,000
0
0
<COMMON> 0
<OTHER-SE> 29,922,000
<TOTAL-LIABILITY-AND-EQUITY> 34,470,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0<F1>
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0<F1>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>STATEMENT OF OPERATIONS IS NOT PRESENTED IN LIQUIDATION BASIS OF ACCOUNTING.
</FN>
</TABLE>
