<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended MARCH 31, 2000
Commission File Number 0-13808
HOUSING PROGRAMS LIMITED
(A California Limited Partnership)
I.R.S. Employer Identification No. 95-3906167
9090 WILSHIRE BLVD., SUITE 201
BEVERLY HILLS, CALIF. 90211
Registrant's Telephone Number,
Including Area Code (310) 278-2191
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 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
--- ---
<PAGE> 2
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Balance Sheets, March 31, 2000 and December 31, 1999 .....................................1
Statements of Operations,
Three Months Ended March 31, 2000 and 1999........................................2
Statement of Partners' Deficiency,
Three Months Ended March 31, 2000 ................................................3
Statements of Cash Flow,
Three Months Ended March 31, 2000 and 1999........................................4
Notes to Financial Statements ............................................................5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation..............................................10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings......................................................................13
Item 6. Exhibits and Reports on Form 8-K.......................................................13
Signatures......................................................................................14
</TABLE>
<PAGE> 3
HOUSING PROGRAMS LIMITED
(a California limited partnership)
BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
ASSETS
<TABLE>
<CAPTION>
2000 1999
(Unaudited) (Audited)
------------ ------------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Notes 1 and 2) $ -- $ --
CASH AND CASH EQUIVALENTS (Note 1) 852,271 817,796
------------ ------------
TOTAL ASSETS $ 852,271 $ 817,796
============ ============
LIABILITIES AND PARTNERS' DEFICIENCY
LIABILITIES:
Notes payable (Notes 3) $ 4,600,000 $ 4,600,000
Accrued fees and expenses due general
partners (Note 4) 1,635,804 1,730,608
Accrued interest payable (Notes 3) 6,124,111 6,014,861
Accounts payable 86,832 63,528
------------ ------------
12,446,747 12,408,997
------------ ------------
COMMITMENTS AND CONTINGENCIES
(Notes 4 and 5)
PARTNERS' DEFICIENCY:
General partners (366,692) (366,659)
Limited partners (11,227,784) (11,224,542)
------------ ------------
(11,594,476) (11,591,201)
------------ ------------
TOTAL LIABILITIES AND PARTNERS'
DEFICIENCY $ 852,271 $ 817,796
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE> 4
HOUSING PROGRAMS LIMITED
(a California limited partnership)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
INTEREST INCOME $ 100 $ 6,872
--------- ---------
OPERATING EXPENSES:
Management fees - general partner (Note 4) 80,196 104,244
General and administrative (Note 4) 9,449 30,697
Legal and accounting (Note 4) 52,658 27,318
Interest (Notes 3 and 4) 109,250 109,250
--------- ---------
Total operating expenses 251,553 271,509
--------- ---------
LOSS FROM OPERATIONS (251,453) (264,637)
GAIN ON SALE OF PARTNERSHIP INTERESTS (Note 2) 248,178 --
--------- ---------
NET LOSS $ (3,275) $(264,637)
========= =========
NET LOSS PER LIMITED PARTNERSHIP INTEREST $ (0) $ (21)
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
HOUSING PROGRAMS LIMITED
(a California limited partnership)
STATEMENTS OF PARTNERS' DEFICIENCY
THREE MONTHS ENDED MARCH 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
------------ ------------ ------------
<S> <C> <C> <C>
PARTNERSHIP INTERESTS -- 12,368 --
============
DEFICIENCY, January 1, 2000 $ (366,659) $(11,224,542) $(11,591,201)
Net loss for the three months
ended March 31, 2000 (33) (3,242) (3,275)
------------ ------------ ------------
DEFICIENCY, March 31, 2000 $ (366,692) $(11,227,784) $(11,594,476)
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,275) $(264,637)
Adjustments to reconcile net loss to net cash
used in operating activities:
Gain on sale of partnership interests (248,178) --
Increase in accrued interest payable 109,250 109,250
(Decrease) increase in accrued fees and expenses
due general partners (94,804) 104,244
Increase (decrease) in accounts payable 23,304 (218,205)
--------- ---------
Net cash used in operating activities (213,703) (269,348)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of partnership interests 248,178 202,714
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES;
Distributions to partners -- (702,714)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 34,475 (769,348)
CASH AND CASH EQUIVALENTS, beginning of period 817,796 831,751
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 852,271 $ 62,403
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 7
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The information contained in the following notes to the financial
statements is condensed from that which would appear in the annual audited
financial statements; accordingly, the financial statements included herein
should be reviewed in conjunction with the financial statements and related
notes thereto contained in the Housing Programs Limited (the "Partnership")
annual report for the year ended December 31, 1999. National Partnership
Investments Corp. ("NAPICO") is a general partner for the Partnership.
Accounting measurements at interim dates inherently involve greater
reliance on estimates than at year end. The results of operations for the
interim period presented are not necessarily indicative of the results for
the entire year.
In the opinion of NAPICO, the accompanying unaudited financial statements
contain all adjustments (consisting primarily of normal recurring accruals)
necessary to present fairly the financial position of the Partnership at
March 31, 2000 and the results of operations and changes in cash flows for
the three months then ended.
ORGANIZATION
Housing Programs Limited (the "Partnership"), formed under the California
Uniform Limited Partnership Act, was organized on May 15, 1984. The
Partnership was formed to invest primarily in other limited partnerships
which own or lease and operate federal, state or local government-assisted
housing projects. The general partners of the Partnership are National
Partnership Investments Corp. (NAPICO), and Coast Housing Investment
Associates (CHIA), a limited partnership and Housing Programs Corporation
II.
The general partners have a 1 percent interest in profits and losses of the
Partnership. The limited partners have the remaining 99 percent interest
which is allocated in proportion to their respective individual
investments. National Partnership Investments Corp. (NAPICO) is the
corporate general partner of the Partnership. Casden Properties Inc. owns a
95.25% economic interest in NAPICO, with the balance owned by Casden
Investment Corporation ("CIC"). CIC, which is wholly owned by Alan I.
Casden, owns 95% of the voting common stock of NAPICO.
On December 30, 1998, the Partnership sold its limited partnership
interests in 7 local limited partnerships for net proceeds of $202,714 to
subsidiaries of Casden Properties Inc.
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 reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
5
<PAGE> 8
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
METHOD OF ACCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS
The investments in local limited partnerships are accounted for on the
equity method. Acquisition, selection fees and other costs related to the
acquisition of the projects have been capitalized to the investment account
and amortized on a straight line basis over the estimated lives of the
underlying assets, which is generally 30 years.
NET LOSS PER LIMITED PARTNERSHIP INTEREST
Net loss per limited partnership interest was computed by dividing the
limited partners' share of net loss by the number of limited partnership
interests outstanding during the year. The number of limited partnership
interests was 12,368 for all years presented.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and bank certificates of deposit
with an original maturity of three months or less. The Partnership has its
cash and cash equivalents on deposit primarily with one money market mutual
fund. Such cash and cash equivalents are uninsured.
INCOME TAXES
No provision has been made for income taxes in the accompanying financial
statements since such taxes, if any, are the liability of the individual
partners.
IMPAIRMENT OF LONG-LIVED ASSETS
The Partnership reviews long-lived assets to determine if there has been
any permanent impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable. If
the sum of the expected future cash flows is less than the carrying amount
of the assets, the Partnership recognizes an impairment loss.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
As of March 31, 2000, the Partnership holds limited partnership interests
in 10 limited partnerships. The limited partnerships owned as of March 31,
2000, residential low income rental projects consisting of 1,685 apartment
units. The mortgage loans of these projects are payable to or insured by
various governmental agencies.
The Partnership, as a limited partner, is entitled to 99 percent of the
profits and losses of the limited partnerships.
6
<PAGE> 9
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
Distributions from the limited partnerships are recognized as a reduction
of capital until the investment balance has been reduced to zero or to a
negative amount equal to further capital contributions required. Subsequent
distributions are recognized as income.
The Partnership has no equity investment in limited partnerships as of
March 31, 2000.
The following are unaudited combined estimated statements of operations for
the three months ended March 31, 2000 and 1999 for the limited partnerships
in which the Partnership has investments:
<TABLE>
<CAPTION>
Three months Three months
ended ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
INCOME
Rental and Other $2,580,000 $4,210,000
---------- ----------
EXPENSES
Depreciation 517,000 841,000
Interest 438,000 813,000
Operating 1,878,000 2,709,000
----------- -----------
Total expenses 2,833,000 4,363,000
----------- -----------
NET LOSS $ (253,000) $ (153,000)
========== ===========
</TABLE>
NAPICO, or one of its affiliates, is the general partner and property
management agent for certain of the limited partnerships included above.
Under recent adopted law and policy, the United States Department of
Housing and Urban Development ("HUD") has determined not to renew the
Housing Assistance Payment ("HAP") Contracts on a long term basis on the
existing terms. In connection with renewals of the HAP Contracts under such
new law and policy, the amount of rental assistance payments under renewed
HAP Contracts will be based on market rentals instead of above market
rentals, which was generally the case under existing HAP Contracts. The
payments under the renewed HAP Contracts are not expected to be in an
amount that would provide sufficient cash flow to permit owners of
properties subject to HAP Contracts to meet the debt service requirements
of existing loans insured by the Federal Housing Administration of HUD
("FHA") unless such mortgage loans are restructured. In order to address
the reduction in payments under HAP Contracts as a result of this new
policy, the Multi-family Assisted Housing Reform and Affordability Act of
1997 ( "MAHRAA"), which was adopted in October 1997, provides for the
restructuring of mortgage loans insured by the FHA with respect to
properties subject to the Section 8 program. Under MAHRAA, an FHA-insured
mortgage loan can be restructured into a first mortgage loan which will be
amortized on a
7
<PAGE> 10
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
current basis and a low interest second mortgage loan payable to FHA which
will only be payable on maturity of the first mortgage loan. This
restructuring results in a reduction in annual debt service payable by the
owner of the FHA-insured mortgage loan and is expected to result in an
insurance payment from FHA to the holder of the FHA-insured loan due to the
reduction in the principal amount. MAHRAA also phases out project-based
subsidies on selected properties serving families not located in rental
markets with limited supply, converting such subsidies to a tenant-based
subsidy.
On September 11, 1998, HUD issued interim regulations implementing MAHRAA
and final regulations are expected to be issued in 2000.
When the HAP Contracts are subject to renewal, there can be no assurance
that the local limited partnerships in which the Partnership has an
investment will be permitted to restructure its mortgage indebtedness under
MAHRAA. In addition, the economic impact on the Partnership of the
combination of the reduced payments under the HAP Contracts and the
restructuring of the existing FHA-insured mortgage loans under MAHRAA is
uncertain.
During the three month ended March 31, 2000, the Partnership sold its
interest in one limited partnership for a net payment of $248,178.
The Partnership recognized a gain of $248,178 from the sale because it had
no investment balance related to this partnership.
On December 30, 1998, after obtaining the consents of the limited partners,
the Partnership sold its limited partnership interests in 7 local limited
partnerships to affiliates of Casden Properties, Inc. The sale resulted in
cash proceeds to the Partnership of $202,714, which was collected in 1999.
In March 1999, the Partnership made cash distributions of $695,687 to the
limited partners and $7,027 to the general partners, which included using
proceeds from the sale of the partnership interests.
NOTE 3 - NOTES PAYABLE
Certain of the Partnership's investments involved purchases of partnership
interests from partners who subsequently withdrew from the operating
partnership. The Partnership is obligated for non-recourse notes payable of
$4,600,000 to the sellers of the partnership interests, bearing interest at
9.5 percent per annum to the various sellers of the partnership interests.
These obligations and the related interest are collateralized by the
Partnership's investment in the investee limited partnerships and were
payable only out of cash distributions from the investee partnerships, as
defined in the notes. The notes and unpaid interest became payable on
December 31, 1999. Management is in process of attempting to negotiate
extension of the maturity dates on the notes payable.
8
<PAGE> 11
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
NOTE 4 - FEES AND EXPENSES DUE TO GENERAL PARTNERS
Under the terms of the Restated Certificate and Agreement of the Limited
Partnership, the Partnership is obligated to the general partners for an
annual management fee equal to 0.5 percent of the original invested assets
of the limited partnerships. Invested assets is defined as the costs of
acquiring project interests including the proportionate amount of the
mortgage loans related to the Partnership's interests in the capital
accounts of the respective limited partnerships.
As of March 31, 2000, the fees and expenses due the general partners
exceeded the Partnership's cash. The general partners, during the
forthcoming year, will not demand payment of amounts due in excess of such
cash or such that the Partnership would not have sufficient operating cash;
however, the Partnership will remain liable for all such amounts.
NOTE 5 - CONTINGENCIES
On August 27, 1998, two investors holding an aggregate of eight units of
limited partnership interests in Real Estate Associates Limited III (an
affiliated partnership in which NAPICO is the managing general partner) and
two investors holding an aggregate of five units of limited partnership
interest in Real Estate Associates Limited VI (another affiliated
partnership in which NAPICO is the managing general partner) commenced an
action in the United States District Court for the Central District of
California against the Partnership, NAPICO and certain other affiliated
entities. The complaint alleges that the defendants breached their
fiduciary duty to the limited partners of certain NAPICO managed
partnerships and made materially false and misleading statements in the
consent solicitation statements sent to the limited partners of such
partnerships relating to approval of the transfer of partnership interests
in limited partnerships, owning certain of the properties, to affiliates of
Casden Properties Inc., organized by an affiliate of NAPICO. The plaintiffs
seek equitable relief, as well as compensatory damages and litigation
related costs. On August 4, 1999, one investor holding one unit of limited
partnership interest in the Partnership commenced a virtually identical
action in the United States District Court for the Central District of
California against the Partnership, NAPICO and certain other affiliated
entities. The managing general partner of such NAPICO managed partnerships
and the other defendants believe that the plaintiffs' claims are without
merit and intend to contest the actions vigorously.
NAPICO is a plaintiff in various lawsuits and has also been named as
defendant in other lawsuits arising from transactions in the ordinary
course of business. In the opinion of NAPICO, the claims will not result in
any material liability to the Partnership.
NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about Fair
Value of Financial Instruments," requires disclosure of fair value
information about financial instruments. The carrying amount of other
assets and liabilities reported on the balance sheets that require such
disclosure approximates fair value due to their short-term maturity.
9
<PAGE> 12
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary sources of funds include interest income on money
market accounts and certificates of deposit and distributions from limited
partnerships in which the Partnership has invested. It is not expected that
any of the local limited partnerships in which the Partnership has invested
will generate cash flow sufficient to provide for distributions to the
Partnership's limited partners in any material amount. The Partnership made
a distribution to the investors in March 2000, which included using
proceeds from disposition of its investments in certain limited
partnerships.
RESULTS OF OPERATIONS
Partnership revenues consist primarily of interest income earned on
certificates of deposit and other temporary investment of funds. The
Partnership also receives distributions from the lower-tier limited
partnerships in which it has invested.
Distributions received from limited partnerships are recognized as return
of capital until the investment balance has been reduced to zero or to a
negative amount equal to future capital contributions required. Subsequent
distributions received are recognized as income.
Except for certificates of deposit and money market funds, the
Partnership's investments consist entirely of interests in other limited
partnerships owning government assisted housing projects. Available cash is
invested to provide interest income as reflected in the statements of
operations. These funds can be converted to cash to meet obligations as
they arise. The Partnership intends to continue investing available funds
in this manner.
A recurring partnership expense is the annual management fee. The fee is
payable to the General Partners of the Partnership and is calculated at .5
percent of the Partnership's invested assets. The management fee is paid to
the General Partners for their continuing management of partnership
affairs. The fee is payable beginning with the month following the
Partnership's initial investment in a local limited partnership. Management
fees were $80,196 and $104,244 for the three months ended March 31, 2000
and 1999, respectively.
The Partnership is obligated on non-recourse notes payable of $4,600,000 at
March 31, 2000, which bear interest at 9.5 percent per annum and matured on
December 31, 1999. The notes and related interest were payable from cash
flow generated from operations of the related rental properties as defined
in the notes. These obligations are collateralized by the Partnership's
investments in the limited partnerships. The notes and unpaid interest
became payable on December 31, 1999. Management is in process of attempting
to negotiate extension of the maturity dates on the notes payable.
10
<PAGE> 13
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATION (CONTINUED)
Operating expenses, other than management fees and interest expense,
consist of legal and accounting fees for services rendered to the
Partnership and administrative expenses, which were generally consistent
for periods presented. Legal and accounting fees were $52,658 and $27,318
for the three months ended March 31, 2000 and 1999, respectively. General
and administrative expenses were $9,449 and $30,697 for the periods ended
March 31, 2000 and 1999, respectively.
The Partnership accounts for its investments in the local limited
partnerships on the equity method, thereby adjusting its investment balance
by its proportionate share of the income or loss of the local limited
partnerships. Losses incurred after the limited partnership investment
account is reduced to zero are not recognized.
Under recent adopted law and policy, the United States Department of
Housing and Urban Development ("HUD") has determined not to renew the
Housing Assistance Payment ("HAP") Contracts on a long term basis on the
existing terms. In connection with renewals of the HAP Contracts under such
new law and policy, the amount of rental assistance payments under renewed
HAP Contracts will be based on market rentals instead of above market
rentals, which was generally the case under existing HAP Contracts. The
payments under the renewed HAP Contracts are not expected to be in an
amount that would provide sufficient cash flow to permit owners of
properties subject to HAP Contracts to meet the debt service requirements
of existing loans insured by the Federal Housing Administration of HUD
("FHA") unless such mortgage loans are restructured. In order to address
the reduction in payments under HAP Contracts as a result of this new
policy, the Multi-family Assisted Housing Reform and Affordability Act of
1997 ( "MAHRAA"), which was adopted in October 1997, provides for the
restructuring of mortgage loans insured by the FHA with respect to
properties subject to the Section 8 program. Under MAHRAA, an FHA-insured
mortgage loan can be restructured into a first mortgage loan which will be
amortized on a current basis and a low interest second mortgage loan
payable to FHA which will only be payable on maturity of the first mortgage
loan. This restructuring results in a reduction in annual debt service
payable by the owner of the FHA-insured mortgage loan and is expected to
result in an insurance payment from FHA to the holder of the FHA-insured
loan due to the reduction in the principal amount. MAHRAA also phases out
project-based subsidies on selected properties serving families not located
in rental markets with limited supply, converting such subsidies to a
tenant-based subsidy.
On September 11, 1998, HUD issued interim regulations implementing MAHRAA
and final regulations are expected to be issued in 2000.
11
<PAGE> 14
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATION (CONTINUED)
When the HAP Contracts are subject to renewal, there can be no assurance
that the local limited partnerships in which the Partnership has an
investment will be permitted to restructure its mortgage indebtedness under
MAHRAA. In addition, the economic impact on the Partnership of the
combination of the reduced payments under the HAP Contracts and the
restructuring of the existing FHA-insured mortgage loans under MAHRAA is
uncertain.
During the three month ended March 31, 2000, the Partnership sold its
interest in one limited partnership for a net payment of $248,178.
The Partnership recognized a gain of $248,178 from the sale because it had
no investment balance related to this partnership.
On December 30, 1998, after obtaining the consents of the limited partners,
the Partnership sold its limited partnership interests in 7 local limited
partnerships to affiliates of Casden Properties Inc. The sale resulted in
cash proceeds to the Partnership of $202,714, which was collected in 1999.
In March 1999, the Partnership made cash distributions of $695,687 to the
limited partners and $7,027 to the general partners, primarily using
proceeds from the sale of the partnership interests.
12
<PAGE> 15
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 2000
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership interests in Real Estate Associates Limited III (an affiliated
partnership in which NAPICO is the managing general partner) and two investors
holding an aggregate of five units of limited partnership interest in Real
Estate Associates Limited VI (another affiliated partnership in which NAPICO is
the managing general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other affiliated entities. The complaint alleges that the defendants
breached their fiduciary duty to the limited partners of certain NAPICO managed
partnerships and made materially false and misleading statements in the consent
solicitation statements sent to the limited partners of such partnerships
relating to approval of the transfer of partnership interests in limited
partnerships, owning certain of the properties, to affiliates of Casden
Properties Inc., organized by an affiliate of NAPICO. The plaintiffs seek
equitable relief, as well as compensatory damages and litigation related costs.
On August 4, 1999, one investor holding one unit of limited partnership interest
in the Partnership commenced a virtually identical action in the United States
District Court for the Central District of California against the Partnership,
NAPICO and certain other affiliated entities. The managing general partner of
such NAPICO managed partnerships and the other defendants believe that the
plaintiffs' claims are without merit and intend to contest the actions
vigorously.
As of March 31, 2000, NAPICO was a plaintiff or defendant in several lawsuits.
None of these suits are related to the Partnership. In the opinion of NAPICO,
the claims will not result in any material liability to the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are required per the provision of Item 6 of regulation
S-K and no reports on Form 8-K were filed during the quarter ended
March 31, 2000.
13
<PAGE> 16
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 2000
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.
HOUSING PROGRAMS LIMITED
(a California limited partnership)
By: National Partnership Investments Corp.
General Partner
/s/ BRUCE NELSON
-------------------------------------
Bruce Nelson
President
Date: May 22, 2000
-------------------------------------
/s/ PAUL PATIERNO
-------------------------------------
Paul Patierno
Chief Financial Officer
Date: May 22, 2000
--------------------------------------
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 852,271
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 852,271
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 852,271
<CURRENT-LIABILITIES> 86,832
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (11,594,476)
<TOTAL-LIABILITY-AND-EQUITY> 852,271
<SALES> 0
<TOTAL-REVENUES> 248,278
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 142,303
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 109,250
<INCOME-PRETAX> (3,275)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,275)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,275)
<EPS-BASIC> 0
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</TABLE>
