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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File No. 1-15690
RESOURCES PENSION SHARES 5, L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3353722
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
41 West Putnam Avenue, Suite 270, Greenwich, CT 06830
(Address of principal executive offices) (Zip Code)
(203) 862-7444
(Registrant's telephone number, including area code)
None
(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 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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
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EXPLANATORY NOTE
This Amendment to the Resources Pension Shares 5, L.P. Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998 (the "Form 10-Q") amends the
fifth sentence of the sixth paragraph of ITEM 2 of the Form 10-Q. The Form 10-Q
was filed with the Securities and Exchange Commission on May 15, 1998. Set forth
below is the complete text of the sixth paragraph of ITEM 2 of the Form 10-Q, as
amended.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
For the quarter ended March 31, 1998, the Partnership paid a cash
distribution to its partners representing a 4% annualized return on each limited
partner's original investment. If necessary, the Partnership has the right to
establish reserves either from disposition proceeds or from cash flow. At March
31, 1998, working capital reserves were approximately $15,863,000. Management is
actively seeking new investment opportunities for the recent disposition
proceeds. According to the Partnership Agreement, disposition proceeds are
required to be reinvested or held in reserves until April 1998 after which time
management will evaluate whether a distribution is warranted, or proceeds will
be held in working capital reserves.
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.
RESOURCES PENSION SHARES 5, L.P.
By: Resources Capital Corp.
Administrative General Partner
Dated: June 1, 1998 By: /s/ Richard Sabella
----------------------
Richard Sabella
President
(Duly Authorized Officer)
Dated: June 1, 1998 By: /s/ Lawrence Schachter
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Lawrence Schachter
Senior Vice President and
Chief Financial Officer
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