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 September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-16116
ANGELES OPPORTUNITY PROPERTIES, LTD.
(Exact name of small business issuer as specified in its charter)
California 95-4052473
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO 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 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)
ANGELES OPPORTUNITY PROPERTIES, LTD.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 2000
<TABLE>
<CAPTION>
Assets
<S> <C> <C>
Cash and cash equivalents $ 289
Receivables and deposits 249
Restricted escrows 72
Other assets 114
Investment properties:
Land $ 1,013
Buildings and related personal property 8,012
9,025
Less accumulated depreciation (2,787) 6,238
$ 6,962
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 17
Tenant security deposit liabilities 30
Accrued property taxes 192
Other liabilities 127
Mortgage notes payable 5,378
Partners' (Deficit) Capital:
General partner $ (120)
Limited partners (12,425 units issued and
outstanding) 1,338 1,218
$ 6,962
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
b)
ANGELES OPPORTUNITY PROPERTIES, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
Revenues:
<S> <C> <C> <C> <C>
Rental income $ 619 $ 593 $ 1,772 $ 1,766
Other income 34 31 95 96
Total revenues 653 624 1,867 1,862
Expenses:
Operating 245 244 737 708
General and administrative 59 36 145 117
Depreciation 83 69 254 219
Interest 109 109 323 329
Property taxes 69 62 186 176
Total expenses 565 520 1,645 1,549
Net income $ 88 $ 104 $ 222 $ 313
Net income allocated to general
partner (1%) $ 1 $ 1 $ 2 $ 3
Net income allocated to limited
partners (99%) 87 103 220 310
$ 88 $ 104 $ 222 $ 313
Net income per limited
partnership unit $ 7.00 $ 8.29 $ 17.71 $ 24.95
Distributions per limited
partnership unit $ -- $ 39.84 $ 71.55 $ 39.84
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c)
ANGELES OPPORTUNITY PROPERTIES, LTD.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 12,425 $ 1 $12,425 $12,426
Partners' (deficit) capital at
December 31, 1999 12,425 $ (104) $ 2,007 $ 1,903
Distributions to partners -- (18) (889) (907)
Net income for the nine months
ended September 30, 2000 -- 2 220 222
Partners' (deficit) capital
at September 30, 2000 12,425 $ (120) $ 1,338 $ 1,218
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d)
ANGELES OPPORTUNITY PROPERTIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net income $ 222 $ 313
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 254 219
Amortization of loan costs and discount 25 24
Change in accounts:
Receivables and deposits 124 (52)
Other assets (12) (23)
Accounts payable (5) 13
Tenant security deposit liabilities 3 --
Accrued property taxes (53) (58)
Other liabilities (80) (9)
Net cash provided by operating activities 478 427
Cash flows from investing activities:
Property improvements and replacements (111) (240)
Net (deposits to) withdrawals from restricted escrows (36) 57
Net cash used in investing activities (147) (183)
Cash flows from financing activities:
Payments on mortgage notes payable (20) (19)
Distributions to partners (907) (500)
Net cash used in financing activities (927) (519)
Net decrease in cash and cash equivalents (596) (275)
Cash and cash equivalents at beginning of period 885 1,060
Cash and cash equivalents at end of period $ 289 $ 785
Supplemental disclosure of cash flow information:
Cash paid for interest $ 303 $ 304
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e)
ANGELES OPPORTUNITY PROPERTIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Angeles
Opportunity Properties, Ltd. (the "Partnership" or the "Registrant") 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 Angeles Realty Corporation II (the
"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 September 30, 2000 are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Partnership's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1999.
Principles of Consolidation
The consolidated financial statements of the Partnership include its 99% limited
partnership interests in New Lake Meadows LP and Lakewood AOPL Ltd. The general
partner of these consolidated partnerships is the General Partner. The
Partnership may remove the general partner of both of these 99% owned
partnerships; therefore, the partnerships are controlled and consolidated by the
Partnership. All significant interpartnership balances have been eliminated.
Note B - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the General Partner. The General Partner does not believe that this transaction
has had or will have a material effect on the affairs and operations of the
Partnership.
Note C - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement provides for (i) certain payments to affiliates for
services and (ii) reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership.
The following transactions with the General Partner and its affiliates were paid
or accrued during the nine months ended September 30, 2000 and 1999:
2000 1999
(in thousands)
Property management fees (included in
operating expenses) $ 93 $ 94
Reimbursement for services of affiliates
(included in general and administrative expenses
and investment properties) 69 40
Due to affiliates (included in other liabilities) 7 --
During the nine months ended September 30, 2000 and 1999, affiliates of the
General Partner were entitled to receive 5% of gross receipts from both of the
Partnership's properties as compensation for providing property management
services. The Partnership paid to such affiliates approximately $93,000 and
$94,000 for the nine months ended September 30, 2000 and 1999, respectively.
An affiliate of the General Partner received reimbursements of accountable
administrative expense amounting to approximately $69,000 and $40,000 for the
nine months ended September 30, 2000 and 1999, respectively. Approximately
$7,000 of which was accrued and is included in other liabilities at September
30, 2000.
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates currently own 5,472 limited partnership
units in the Partnership representing 44.04% of the outstanding units. A number
of these units were acquired pursuant to tender offers made by AIMCO or its
affiliates. It is possible that AIMCO or its affiliates will make one or more
additional offers to acquire additional limited partnership interests in the
Partnership for cash or in exchange for units in the operating partnership of
AIMCO. Under the Partnership Agreement, unitholders holding a majority of the
Units are entitled to take action with respect to a variety of matters, which
would include without limitation, voting on certain amendments to the
Partnership Agreement and voting to remove the General Partner. As a result of
its ownership of 44.04% of the outstanding units, AIMCO is in a position to
significantly influence all voting decisions with respect to the Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner favorable to the interest of the General Partner because of their
affiliation with the General Partner.
Note D - Distributions
During the nine months ended September 30, 2000, distributions of approximately
$898,000 (approximately $889,000 to the limited partners or $71.55 per limited
partnership unit) were paid to the partners from cash from operations. In
conjunction with the transfer of funds from certain majority-owned sub-tier
limited partnerships to the Partnership, approximately $9,000 was distributed to
the general partner of the majority-owned sub-tier limited partnerships. During
the nine months ended September 30, 1999, a distribution of $500,000 ($495,000
to the limited partners or $39.84 per limited partnership unit) was paid to the
partners from operations. Subsequent to September 30, 2000, the Partnership
declared and paid a distribution of approximately $123,000 (approximately
$122,000 paid to the limited partners or $9.82 per limited partnership unit)
from operations.
Note E - Segment Reporting
Description of the types of products and services from which the reportable
segment derives its revenues: The Partnership has one reportable segment:
residential properties. The Partnership's residential property segment consists
of two apartment complexes in the state of Texas. The Partnership rents
apartment units to tenants for terms that are typically twelve months or less.
Measurement of segment profit or loss: The Partnership evaluates performance
based on segment profit (loss) before depreciation. The accounting policies of
the reportable segment are the same as those of the Partnership as described in
the Partnership's Annual Report on Form 10-KSB for the year ended December 31,
1999.
Factors management used to identify the enterprise's reportable segments: The
Partnership's reportable segment consists of investment properties that offer
similar products and services. Although each of the investment properties is
managed separately, they have been aggregated into one segment as they provide
services with similar types of products and customers.
Segment information for the three and nine month periods ended September 30,
2000 and 1999, is shown in the tables below. The "Other" column includes
Partnership administration related items and income and expense not allocated to
the reportable segments.
Three Months Ended September 30, 2000 Residential Other Totals
(in thousands)
Rental income $ 619 $ -- $ 619
Other income 33 1 34
Interest expense 109 -- 109
Depreciation 83 -- 83
General and administrative expense -- 59 59
Segment profit (loss) 146 (58) 88
Nine Months Ended September 30, 2000 Residential Other Totals
(in thousands)
Rental income $ 1,772 $ -- $ 1,772
Other income 92 3 95
Interest expense 323 -- 323
Depreciation 254 -- 254
General and administrative expense -- 145 145
Segment profit (loss) 364 (142) 222
Total assets 6,881 81 6,962
Capital expenditures for
investment properties 111 -- 111
Three Months ended September 30, 1999 Residential Other Totals
(in thousands)
Rental income $ 593 $ -- $ 593
Other income 28 3 31
Interest expense 109 -- 109
Depreciation 69 -- 69
General and administrative expense -- 36 36
Segment profit (loss) 137 (33) 104
Nine Months ended September 30, 1999 Residential Other Totals
(in thousands)
Rental income $ 1,766 $ -- $ 1,766
Other income 78 18 96
Interest expense 329 -- 329
Depreciation 219 -- 219
General and administrative expense -- 117 117
Segment profit (loss) 412 (99) 313
Total assets 7,329 263 7,592
Capital expenditures for
investment properties 240 -- 240
Note F - 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, its General Partner and several of their affiliated
partnerships and corporate entities. The action 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 of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one time, affiliates of Insignia; past tender offers by the Insignia
affiliates to acquire limited partnership units; the management of partnerships
by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the General Partner filed a motion seeking
dismissal of the action. In lieu of responding to the motion, the plaintiffs
have filed an amended complaint. The General Partner filed demurrers to the
amended complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the General Partner and its affiliates terminated the
proposed settlement. In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement. On June 27, 2000, the Court entered an order disqualifying them
from the case. The Court is considering applications for lead counsel and has
currently scheduled a hearing on the matter for November 20, 2000. The General
Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussions of the Partnership's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Partnership's business and
results of operation. Accordingly, actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
factors, including those identified herein.
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy for each of the properties for
the nine months ended September 30, 2000 and 1999:
Average Occupancy
Property 2000 1999
Lake Meadows Apartments 98% 96%
Garland, Texas
Lakewood Apartments 92% 94%
Tomball, Texas
Results of Operations
The Partnership had net income of approximately $222,000 for the nine months
ended September 30, 2000, as compared to net income of approximately $313,000
for the nine months ended September 30, 1999. The Partnership had net income of
approximately $88,000 for the three months ended September 30, 2000, as compared
to net income of approximately $104,000 for the three months ended September 30,
1999. The decrease in net income for the three and nine months ended September
30, 2000 was due to an increase in total expenses, offset slightly by an
increase in total revenues. Total revenues increased due to an increase in
average annual rental rates at both properties and an increase in occupancy at
Lake Meadows Apartments, offset by a decrease in occupancy at Lakewood
Apartments.
For the three and nine months ended September 30, 2000, total expenses increased
due to increases in general and administrative, depreciation and property tax
expense. Depreciation increased due to an increase in depreciable assets put
into service over the past twelve months at both investment properties. The
increase in property tax expense during the third quarter of 2000 is due to an
increase in the real estate taxes at Lake Meadows Apartments. In addition, for
the nine months ended September 30, 2000, operating expenses increased due to
increases in administrative salaries, commissions and bonuses, and advertising
expenses at both investment properties.
General and administrative expenses increased for the three and nine months
ended September 30, 2000 due to an increase in the cost of services included in
the management reimbursements to the General Partner as allowed under the
Partnership Agreement, partially offset by reduced legal fees. In addition,
costs associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audit required by the Partnership Agreement
are also included.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment properties to assess
the feasibility of increasing rents, maintaining or increasing occupancy levels
and protecting the Partnership from increases in expenses. As part of this plan,
the 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 General Partner will
be able to sustain such a plan.
Liquidity and Capital Resources
At September 30, 2000, the Partnership had cash and cash equivalents of
approximately $289,000 compared to approximately $785,000 for the corresponding
period in 1999. The net decrease in cash and cash equivalents was approximately
$596,000 from the year ended December 31, 1999, and is due to approximately
$927,000 and $147,000 of cash used in financing and investing activities,
respectively, partially offset by approximately $478,000 of cash provided by
operating activities. Cash used in financing activities consisted primarily of
distributions to the partners and, to a lesser extent, payments of principal
made on the mortgage encumbering Lake Meadows Apartments. Cash used in investing
activities consisted primarily of property improvements and replacements and, to
a lesser extent, net deposits to restricted escrows maintained by the mortgage
lenders. The Partnership invests its working capital reserves in money market
accounts.
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 properties to adequately maintain the physical
assets and other operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements for
each of the Partnership's properties are detailed below.
Lake Meadows Apartments
Approximately $80,000 has been budgeted for capital improvements for the year
2000 at Lake Meadows Apartments consisting primarily of carpet and vinyl
replacement, interior decorations, parking lot improvements, plumbing
enhancements and structural improvements. During the nine months ended September
30, 2000, the Partnership completed approximately $52,000 of such budgeted
capital improvements at Lake Meadows Apartments, consisting primarily of carpet
and vinyl replacement, plumbing enhancements, and structural upgrades. These
improvements were funded from operating cash flow and replacement reserves.
Lakewood Apartments
Approximately $79,000 has been budgeted for capital improvements for the year
2000 at Lakewood Apartments consisting primarily of carpet and tile replacement,
air conditioning unit replacement, structural upgrades, and appliance
replacements. During the nine months ended September 30, 2000, the Partnership
completed approximately $59,000 of such budgeted capital improvements at the
property, consisting primarily of carpet and tile replacements, appliance
replacements, air conditioning unit replacements, and office equipment. These
improvements were funded from operating cash flow and replacement reserves.
The additional capital expenditures will be incurred only to the extent of cash
available from operations and from the Partnership's reserves. To the extent
that such budgeted capital improvements are completed, the Partnership's
distributable cash flow, if any, may be adversely affected at least in the short
term.
The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness is approximately $5,378,000, net of discount. Of this, $3,750,000
is interest only and $1,628,000 is being amortized over 343 months. In both
instances, balloon payments are due at the maturity dates of October and
November 2003. The General Partner will attempt to refinance such indebtedness
and/or sell the properties prior to such maturity dates. If the properties
cannot be refinanced or sold for a sufficient amount, the Partnership will risk
losing such properties through foreclosure.
During the nine months ended September 30, 2000, distributions of approximately
$898,000 (approximately $889,000 to the limited partners or $71.55 per limited
partnership unit) were paid to the partners from cash from operations. In
conjunction with the transfer of funds from certain majority-owned sub-tier
limited partnerships to the Partnership, approximately $9,000 was distributed to
the general partner of the majority-owned sub-tier limited partnerships. During
the nine months ended September 30, 1999, a distribution of $500,000 ($495,000
to the limited partners or $39.84 per limited partnership unit) was paid to the
partners from operations. Subsequent to September 30, 2000, the Partnership
declared and paid a distribution of approximately $123,000 (approximately
$122,000 paid to the limited partners or $9.82 per limited partnership unit)
from operations. The Partnership's distribution policy is reviewed on a
semi-annual basis. Future cash distributions will depend on the levels of net
cash generated from operations, the availability of cash reserves, and the
timing of debt maturities, refinancings, and/or property sales. There can be no
assurance, however, that the Partnership will generate sufficient funds from
operations after required capital expenditures to permit further distributions
to its partners for the remainder of 2000 or subsequent periods. In addition,
the Partnership is restricted from making distributions if the amount in the
reserve account for Lake Meadows Apartments is less than $400 per apartment unit
or $38,400. The reserve account is currently fully funded.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEDINGS
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, its General Partner and several of their affiliated
partnerships and corporate entities. The action 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 of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one time, affiliates of Insignia; past tender offers by the Insignia
affiliates to acquire limited partnership units; the management of partnerships
by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the General Partner filed a motion seeking
dismissal of the action. In lieu of responding to the motion, the plaintiffs
have filed an amended complaint. The General Partner filed demurrers to the
amended complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the General Partner and its affiliates terminated the
proposed settlement. In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement. On June 27, 2000, the Court entered an order disqualifying them
from the case. The Court is considering applications for lead counsel and has
currently scheduled a hearing on the matter for November 20, 2000. The General
Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
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 September 30, 2000.
<PAGE>
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.
ANGELES OPPORTUNITY PROPERTIES, LTD.
By: Angeles Realty Corporation II
Its General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date: November 13, 2000
