<PAGE>
As filed with the SEC on ___________. Registration No. 33-86780
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-1
Post-Effective Amendment No. 6
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
PRUCO LIFE INSURANCE COMPANY
in respect of
PRUCO LIFE VARIABLE CONTRACT
REAL PROPERTY ACCOUNT
(Exact Name of Registrant)
c/o PRUCO LIFE INSURANCE COMPANY
213 Washington Street
Newark, New Jersey 07102-2992
(800) 778-2255
(Address and telephone number of principal executive offices)
----------------------
Thomas C. Castano
Assistant Secretary
Pruco Life Insurance Company
213 Washington Street
Newark, New Jersey 07102-2992
(800) 778-2255
(Name, address, and telephone number of agent for service)
Copy to:
Jeffrey C. Martin
Shea & Gardner
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
-----------------------
<PAGE>
CROSS REFERENCE SHEET
(as required by Form S-1)
<TABLE>
<CAPTION>
<S> <C>
S-1 Item Number and Caption Location
- --------------------------- --------
1. Forepart of the Registration
Statement and Outside Front Cover Cover
Page of Prospectus....................
2. Inside Front and Outside Back
Cover Pages of Prospectus............. Inside Front Cover
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed Prospectus Cover; Summary;
Charges............................... Risk Factors
4. Use of Proceeds....................... Investment Policies; Current Real
Estate-Related Investments;
Management's Discussion and Analysis
of Financial Condition and Results of
Operations
5. Determination of Offering Price....... Not Applicable
6. Dilution.............................. Not Applicable
7. Selling Security Holders.............. Not Applicable
8. Plan of Distribution.................. Distribution of the Contracts
9. Description of Securities to be Prospectus Cover; General Information
Registered............................. about Pruco Life Insurance Company,
Pruco Life Variable Contract Real
Property Account, The Prudential
Variable Contract Real Property
Partnership, and The Investment
Manager; The Real Property Account's
Unavailability to Certain Contracts;
Valuation of Contract Owners'
Participating Interests; Charges;
Restrictions on Withdrawals;
Restrictions on Contract Owners'
Investment in the Real Property
Account
10. Interests of Named Experts and Not Applicable
Counsel...............................
11. Information With Respect to the General Information about Pruco Life
Registrant............................ Insurance Company, Pruco Life
Variable Contract Real Property
Account, The Prudential Variable
Contract Real Property Partnership,
and The Investment Manager;
Investment Policies; Current Real
Estate-Related Investments;
Management's Discussion and Analysis
of Financial Condition and Results of
Operations; Per Share Investment
Income and Capital Changes;
Investment Restrictions; Conflicts of
Interest; Valuation of Contract
Owners' Participating Interests;
Financial Statements; Litigation;
State Regulation; Federal Income Tax
Considerations
12. Disclosure of Commission
Position on Indemni-fication for Not Applicable
Securities Act Liabilities
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN PROSPECTUS
<PAGE>
PROSPECTUS
May 1, 1999
PRUCO LIFE
VARIABLE CONTRACT
REAL PROPERTY ACCOUNT
This prospectus is attached to two other prospectuses. The first describes
either a variable annuity contract or a variable life insurance contract (the
"Contract") issued by Pruco Life Insurance Company ("Pruco Life"), a stock life
insurance company that is a wholly-owned subsidiary of The Prudential Insurance
Company of America ("Prudential"). The second prospectus describes several
investment options available under that variable contract through the Prudential
Series Fund, Inc. (the "Series Fund"). The Series Fund is registered under the
Investment Company Act of 1940 as an open-end, diversified management investment
company. The Series Fund consists of separate investment portfolios that are
mutual funds, each with a different investment policy and objective.
This prospectus describes the Pruco Life Variable Contract Real Property Account
(the "Real Property Account"), an additional available investment option.
Although it is not a mutual fund, in many ways it is like a mutual fund.
Instead of holding a diversified portfolio of securities, such as stocks or
bonds, it consists mainly of a portfolio of commercial and residential real
properties.
Pruco Life determines the price of a "share" or, as we call it, a "participating
interest" in this portfolio of properties, just as it does for the other
investment options. It is based upon our best estimate of the fair market value
of the properties and other assets held in this portfolio. The portion of your
"Contract Fund" (the total amount invested under the Contract) that you allocate
to this investment option will change daily in value, up or down, as the fair
market value of these real properties and other assets change.
The risks of investing in real property are different from the risks of
investing in mutual funds. See RISK FACTORS, page 2. Also, your ability to
withdraw or transfer your investment in this option is not as freely available
as it is for the other investment options. See RESTRICTIONS ON WITHDRAWALS,
page 17.
PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.
THE SECURITIES AND EXCHANGE COMMISSION ("SEC") MAINTAINS A WEB SITE
(HTTP://WWW.SEC.GOV) THAT CONTAINS MATERIAL INCORPORATED BY REFERENCE AND OTHER
INFORMATION REGARDING REGISTRANTS THAT FILE ELECTRONICALLY WITH THE SEC.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION OF THE CONTRARY IS A
CRIMINAL OFFENSE.
PRUCO LIFE INSURANCE COMPANY
213 Washington Street
Newark, New Jersey 07102-2992
Telephone: (800) 778-2255
<PAGE>
<TABLE>
PROSPECTUS CONTENTS
<S> <C>
Page
PER SHARE INVESTMENT INCOME, CAPITAL CHANGES AND SELECTED RATIOS........... 1
SUMMARY
Investment of The Real Property Account Assets............................ 2
Investment Objectives..................................................... 2
Risk Factors.............................................................. 2
Charges................................................................... 3
Availability to Pruco Life Contracts...................................... 3
GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY, PRUCO LIFE VARIABLE
CONTRACT REAL PROPERTY ACCOUNT, THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY
PARTNERSHIP,
AND THE INVESTMENT MANAGER................................................. 3
Pruco Life Insurance Company.............................................. 3
Pruco Life Variable Contract Real Property Account........................ 4
The Prudential Variable Contract Real Property Partnership................ 4
The Investment Manager.................................................... 5
INVESTMENT POLICIES........................................................ 5
Overview.................................................................. 5
Investment in Direct Ownership Interests in Real Estate................... 6
Investments in Mortgage Loans............................................. 7
Investments in Sale-Leasebacks............................................ 8
General Investment and Operating Policies................................. 8
CURRENT REAL ESTATE-RELATED INVESTMENTS.................................... 9
Properties................................................................ 9
RISK FACTORS............................................................... 10
Liquidity of Investments.................................................. 10
General Risks of Real Property Investments................................ 10
Reliance on The Partners and The Investment Manager....................... 12
INVESTMENT RESTRICTIONS.................................................... 12
CONFLICTS OF INTEREST...................................................... 12
THE REAL PROPERTY ACCOUNT'S UNAVAILABILITY TO CERTAIN CONTRACTS............ 14
VALUATION OF CONTRACT OWNERS' PARTICIPATING INTERESTS...................... 15
BORROWING BY THE PARTNERSHIP............................................... 16
CHARGES.................................................................... 16
RESTRICTIONS ON WITHDRAWALS................................................ 17
RESTRICTIONS ON CONTRACT OWNERS' INVESTMENT IN THE REAL PROPERTY ACCOUNT... 18
FEDERAL INCOME TAX CONSIDERATIONS.......................................... 18
DISTRIBUTION OF THE CONTRACTS.............................................. 18
STATE REGULATION........................................................... 18
ADDITIONAL INFORMATION..................................................... 18
EXPERTS.................................................................... 19
LITIGATION................................................................. 19
YEAR 2000 COMPLIANCE....................................................... 19
REPORTS TO CONTRACT OWNERS................................................. 20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION
AND RESULTS OF OPERATIONS.................................................. 20
FINANCIAL STATEMENTS....................................................... 26
FINANCIAL STATEMENTS OF PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY
ACCOUNT.................................................................... A1
FINANCIAL STATEMENTS OF THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY
PARTNERSHIP................................................................ B1
</TABLE>
<PAGE>
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
PER SHARE INVESTMENT INCOME, CAPITAL CHANGES AND SELECTED RATIOS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
THE FOLLOWING INFORMATION ON PER SHARE INVESTMENT INCOME, CAPITAL CHANGES AND
SELECTED RATIOS HAS BEEN PROVIDED FOR YOUR INFORMATION. THIS PAGE SHOULD BE READ
IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND NOTES THERETO OF THE PRUDENTIAL
VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP INCLUDED IN THIS PROSPECTUS.
<TABLE>
<CAPTION>
01/01/98 01/01/97 01/01/96 01/01/95 01/01/94
TO TO TO TO TO
12/31/98 12/31/97 12/31/96 12/31/95 12/31/94
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Revenue from real estate and improvements $2.0739 $1.8216 $1.9173 $1.6387 $1.2754
Income from interest in properties $0.0028 $0.0367 $0.0510 $0.0527 $0.1838
Interest on mortgage loans $0.0000 $0.0000 $0.0000 $0.0000 $0.0082
Dividend income from real estate investment trusts $0.0565 $0.0134 $0.0000 $0.0000 $0.0000
Interest on short-term investments $0.1594 $0.1946 $0.1795 $0.2199 $0.1226
------- ------- ------- ------- -------
TOTAL INVESTMENT INCOME $2.2926 $2.0663 $2.1478 $1.9113 $1.5900
------- ------- ------- ------- -------
Investment management fee $0.2448 $0.2229 $0.2097 $0.1936 $0.1786
Real estate taxes $0.2031 $0.1864 $0.1991 $0.1602 $0.1399
Administrative expense $0.1647 $0.1963 $0.1569 $0.1484 $0.1103
Operating expense $0.3437 $0.2782 $0.2442 $0.1546 $0.1332
Interest expense $0.0000 $0.0186 $0.0412 $0.0381 $0.0255
------- ------- ------- ------- -------
TOTAL INVESTMENT EXPENSES $0.9563 $0.9024 $0.8511 $0.6949 $0.5875
------- ------- ------- ------- -------
NET INVESTMENT INCOME $1.3363 $1.1639 $1.2967 $1.2164 $1.0025
------- ------- ------- ------- -------
Net gain (loss) realized on real estate investments sold $0.2575 $0.0258 ($0.1323) $0.0000 ($0.0966)
Change in unrealized gain (loss) on investments sold $0.1472 $0.6903 ($0.2695) $0.0581 $0.2169
------- ------- ------- ------- -------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS $0.4047 $0.7162 ($0.4018) $0.0581 $0.1203
======= ======= ======= ======= =======
Net change in share value $1.7410 $ 1.8800 $0.8949 $1.2745 $1.1228
Share value at beginning of period $ 18.5286 $16.6486 $15.7537 $14.4792 $13.3564
------- ------- ------- ------- -------
Share value at end of period $ 20.2696 $18.5286 $16.6486 $15.7537 $14.4792
======= ======= ======= ======= =======
Ratio of expenses to average net assets 4.99% 5.16% 5.26% 4.62% 4.27%
Ratio of net investment income to average net assets 6.97% 6.66% 8.01% 8.08% 7.29%
Number of shares outstanding at end of period (000's) 11,848 11,848 11,848 12,037 12,241
</TABLE>
ALL CALCULATIONS ARE BASED ON AVERAGE MONTH-END SHARES OUTSTANDING WHERE
APPLICABLE.
PER SHARE INFORMATION PRESENTED HEREIN IS SHOWN ON A BASIS CONSISTENT WITH THE
FINANCIAL STATEMENTS AS DISCUSSED IN NOTE 2G ON PAGE B10.
1 - Real Property
<PAGE>
SUMMARY
This Summary provides a brief overview of the more significant aspects of the
Real Property Account. We provide further detail in the subsequent sections of
this prospectus.
The Real Property Account is a separate account of Pruco Life created pursuant
to Arizona insurance law. Under that law, the assets of the Real Property
Account are not chargeable with liabilities arising out of any other business of
Pruco Life. Owners of certain variable life insurance and variable annuity
contracts issued by Pruco Life may allocate a portion of their net premiums or
purchase payments, or transfer a portion of their Contract Fund, to the Real
Property Account. Values and benefits under the Contracts will thereafter
reflect the investment experience of the Real Property Account. Contract
owners, not Pruco Life, bear the risks and rewards of the investment performance
of the Real Property Account to the extent of the Contract owner's Contract Fund
invested in the Real Property Account. This prospectus is attached to and should
be read in conjunction with the prospectus for the Contract you selected.
INVESTMENT OF THE REAL PROPERTY ACCOUNT ASSETS
The Real Property Account assets are invested primarily in income-producing
real estate through The Prudential Variable Contract Real Property Partnership
(the "Partnership") which is a general partnership that was established by
Prudential and two of its subsidiaries, Pruco Life and Pruco Life Insurance
Company of New Jersey ("Pruco Life of New Jersey"). See THE PRUDENTIAL VARIABLE
CONTRACT REAL PROPERTY PARTNERSHIP, page 4. Prudential, the parent of Pruco
Life and a mutual insurance company organized under the laws of New Jersey, is
the investment manager of the Partnership. See THE INVESTMENT MANAGER, page 5.
The Partnership invests at least 65% of its assets in direct ownership interests
in:
1. income-producing real estate;
2. participating mortgage loans (mortgages providing for participation
in the revenues generated by, or the appreciation of, the underlying
property, or both) originated for the Partnership; and
3. real property sale-leasebacks negotiated by Prudential on behalf of
the Partnership.
The large majority of these real estate investments will be in direct ownership
interests in income producing real estate, such as office buildings, shopping
centers, apartments, industrial properties or hotels. The Partnership may also
invest up to 5% of its assets in direct ownership interests in agricultural
land. Approximately 10% of the Partnership's assets will be held in cash or
invested in liquid instruments and securities. The remainder of the
Partnership's assets may be invested in other types of real estate related
investments, including non-participating mortgage loans and real estate
investment trusts.
INVESTMENT OBJECTIVES
The investment objectives of the Partnership are to:
1. preserve and protect the Partnership's capital;
2. compound income by reinvesting investment cash flow; and
3. over time, increase the income amount through appreciation in the
value of permitted investments and, to a lesser extent, through
mortgage loans and sale-leaseback transactions.
There is no assurance that the Partnership's objectives will be attained. See
INVESTMENT POLICIES, page 5.
RISK FACTORS
Investment in the Real Property Account, and thereby, participation in the
investment experience of the Partnership, involves significant risks. See RISK
FACTORS, page 10. These include the risk of fluctuating real estate values and
the risk that the appraised or estimated values of the Partnership's real
property investments will not be realized upon their disposition. Many of the
Partnership's real estate investments will not be quickly convertible into cash.
Therefore, the Real Property Account should be viewed as a long-term investment.
See RESTRICTIONS ON WITHDRAWALS, page 17.
Pruco Life has taken steps to ensure that the Real Property Account and
Partnership will be sufficiently liquid to satisfy all withdrawal or loan
requests promptly (within seven days), see LIQUIDITY OF INVESTMENTS, page 10.
Prudential's management of the Partnership is subject to certain conflicts of
interest, including the possible acquisition of properties
2 - Real Property
<PAGE>
from affiliates. See CONFLICTS OF INTEREST, page 12.
CHARGES
Prudential charges the Partnership a daily investment management fee which
amounts to 1.25% per year of the average daily gross assets of the Partnership.
The Partnership also compensates Prudential for providing certain accounting and
administrative services. See CHARGES, page 16. The portion of your Contract
Fund allocated to the Real Property Account is subject to the same Contract
charges as the portion of your Contract Fund allocated to The Prudential Series
Fund, Inc. (the "Series Fund"). The Series Fund is the underlying funding
vehicle for the other variable investment options available to Contract owners.
You should read the Contract prospectus for a description of those charges.
AVAILABILITY TO PRUCO LIFE CONTRACTS
The Real Property Account is currently available to purchasers of Pruco Life's
Variable APPRECIABLE LIFE(R) Insurance Contracts, Variable Life Insurance
Contracts, DISCOVERY(R) Life Plus Contracts, and DISCOVERY(R)Plus Contracts. It
is not available on Contracts that are purchased in connection with IRAs,
Section 403(b) annuities, and other tax-qualified plans, that are subject to the
Employee Retirement Income Security Act of 1974 ("ERISA") or to the prohibited
transaction excise tax provisions of the Internal Revenue Code. See THE REAL
PROPERTY ACCOUNT'S UNAVAILABILITY TO CERTAIN CONTRACTS, page 14. For example, a
VARIABLE APPRECIABLE LIFE Contract owner who elects to invest part of his or her
net premiums in the Pruco Life Variable Appreciable Account and part in the Real
Property Account will be subject to the same (1) monthly sales load charges; (2)
risk charges; (3) administrative charges; (4) insurance charges; and (5)
contingent deferred sales charges without regard to what portion is invested in
the Pruco Life Variable Appreciable Account and what portion is invested in the
Real Property Account. The Real Property Account has established different
subaccounts, relating to the different types of variable Contracts that may
participate in the Real Property Account. These subaccounts provide the
mechanism and maintain the records whereby these different Contract charges are
made.
THIS PROSPECTUS MAY ONLY BE OFFERED IN JURISDICTIONS IN WHICH THE OFFERING IS
LAWFUL. NO PERSON IS AUTHORIZED TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH
THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS.
GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY, PRUCO LIFE VARIABLE
CONTRACT REAL PROPERTY ACCOUNT, THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY
PARTNERSHIP, AND THE INVESTMENT MANAGER
PRUCO LIFE INSURANCE COMPANY
Pruco Life Insurance Company ("Pruco Life") is a stock life insurance company,
organized in 1971 under the laws of the State of Arizona. It is licensed to
sell life insurance and annuities in the District of Columbia, Guam, and in all
states except New York. These Contracts are not offered in any state in which
the necessary approvals have not yet been obtained.
Pruco Life is a wholly-owned subsidiary of Prudential, a mutual insurance
company founded in 1875 under the laws of the State of New Jersey. Prudential
is currently considering reorganizing itself into a publicly traded stock
company through a process known as "demutualization." On February 10, 1998, the
Company's Board of Directors authorized management to take the preliminary steps
necessary to allow the Company to demutualize. On July 1, 1998, legislation was
enacted in New Jersey that would permit this conversion to occur and that
specified the process for conversion. Demutualization is a complex process
involving development of a plan of reorganization, adoption of a plan by the
Company's Board of Directors, a public hearing, voting by qualified
policyholders and regulatory approval, all of which could take two or more years
to complete. Prudential's management and Board of Directors have not yet
determined to demutualize and it is possible that, after careful review,
Prudential could decide not to go public.
The plan of reorganization, which hasn't been developed and approved, would
provide the criteria for determining eligibility and the methodology for
allocating shares or other consideration to those who would be eligible.
Generally, the amount of shares or other consideration eligible customers would
receive would be based on a number of factors, including the types, amounts and
issue years of the customer's policies. As a general rule, owners of
Prudential-
3 - Real Property
<PAGE>
issued insurance policies and annuity contracts would be eligible, while mutual
fund customers and customers of the Company's subsidiaries, such as the Pruco
Life insurance companies, would not be. It has not yet been determined whether
any exceptions to that general rule will be made with respect to policyholders
and contract owners of Prudential's subsidiaries.
As of December 31, 1998, Prudential has invested over $442 million in Pruco Life
in connection with Pruco Life's organization and operation. Prudential intends
to make additional capital contributions to Pruco Life as needed to enable it to
meet its reserve requirements and expenses in connection with its business.
However, Prudential is under no obligation to make such contributions and its
assets do not back the benefits payable under the Contract. Pruco Life's
consolidated financial statements appear in either the attached Contract
prospectus or in the statement of additional information for the Contract
prospectus, which is available upon request.
PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT
The Pruco Life Variable Contract Real Property Account (the "Real Property
Account") was established on August 27, 1986 under Arizona law as a separate
investment account. The Account meets the definition of a "separate account"
under the federal securities laws. The Real Property Account holds assets that
are separated from all of Pruco Life's other assets. The Real Property Account
is used only to support those variable benefits payable under the Contracts that
are funded by the real estate investment option.
The Contract obligations to Contract owners and beneficiaries are general
corporate obligations of Pruco Life. Pruco Life is also the legal owner of the
Real Property Account assets. Pruco Life will maintain assets in the Real
Property Account with a total market value at least equal to the amounts
credited under the real estate option to all the Contracts participating in the
Real Property Account. These assets may not be charged with liabilities which
arise from any other business that Pruco Life conducts. In addition to these
assets, the Real Property Account's assets may include funds contributed by
Pruco Life, and reflect any accumulations of the charges Pruco Life makes
against the Real Property Account, see VALUATION OF CONTRACT OWNER'S
PARTICIPATING INTERESTS, page 15.
Pruco Life will bear the risks and rewards of the Real Property Account's
investment experience to the extent of its investment in the Real Property
Account. Pruco Life may withdraw or redeem its investment in the Real Property
Account at any time. We will not make any such redemption if it will have a
materially adverse impact on the Real Property Account. Accumulations of
charges will be withdrawn on a regular basis.
Unlike the other separate accounts funding the Contracts, the Real Property
Account is not registered with the Securities and Exchange Commission ("SEC")
under the Investment Company Act of 1940 as an investment company. For state law
purposes the Real Property Account is treated as a part or division of Pruco
Life. Contract owners have no voting rights with respect to the Real Property
Account. The Real Property Account is under the control and management of Pruco
Life. The Board of Directors and officers of Pruco Life are responsible for
the management of the Real Property Account. No salaries of Pruco Life
personnel are paid by the Real Property Account. Information regarding the
directors and officers of Pruco Life is contained in the attached prospectus for
the Contract. The financial statements of the Real Property Account begin on
page A1.
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
All amounts allocated to the Real Property Account are invested through The
Prudential Variable Contract Real Property Partnership (the "Partnership"), a
general partnership organized under New Jersey law on April 29, 1988. The only
partners in the Partnership (collectively, the "Partners") are Prudential, Pruco
Life and Pruco Life Insurance Company of New Jersey ("Pruco Life of New
Jersey"), an indirect wholly-owned subsidiary of Prudential. The Partnership
was established so the assets allocated to the real estate investment options
under variable life insurance and variable annuity contracts issued by these
three companies could be invested in a commingled pool. This was done to
provide greater diversification of investments and lower transaction costs than
would be possible if the assets were separately invested by each company. All
amounts allocated to the Real Property Account are contributed by Pruco Life to
the Partnership. Pruco Life's general partnership interest in the Partnership
is held in the Real Property Account.
The initial contributions to the Partnership were made on April 29, 1988.
Prudential contributed $100,000 in cash to the Partnership; Pruco Life of New
Jersey contributed $100,000 in cash to the Partnership; and Pruco Life
contributed the real estate and other assets held in its real estate separate
account, which had been actively investing in real estate for more than a year.
Those assets had an estimated market value of $91,538,737 on that date. Each
Partner is entitled to its prospective proportionate share of all income, gains,
and losses of the Partnership.
4 - Real Property
<PAGE>
The Partnership assets are valued on each business day. The value of each
Partner's interest will fluctuate with the investment performance of the
Partnership. In addition, the Partners' interests are proportionately
readjusted, at the current value, on each day when a Partner makes a
contribution to, or withdrawal from, the Partnership. When you choose to
allocate a portion of your net premiums or purchase payments, or transfer a
portion of Contract Fund, to the Real Property Account, Pruco Life will
contribute that amount to the Partnership as a capital contribution. It will
correspondingly increase the Real Property Account's interest in the
Partnership. Values and benefits under the Contract will thereafter vary with
the performance of the Partnership's investments. For more information on how
the value of your interest in the Real Property Account and the value of the
Partnership's investments are calculated, see VALUATION OF CONTRACT OWNERS'
PARTICIPATING INTERESTS, page 15.
Contract owners have no voting rights with respect to the Partnership
operations. The financial statements of the Partnership begin on page B1.
THE INVESTMENT MANAGER
The Partnership has retained Prudential to act as investment manager of the
Partnership. Prudential, on behalf of its general account and separate
accounts, is one of the largest real estate investors in North America.
Currently, Prudential directly and through affiliates invests in and manages
real estate equities and mortgages for its general account and for several
separate accounts. Prudential and its affiliates also participate in real
estate ventures through public and private partnerships. As of December 31,
1998, Prudential owned or controlled $15.1 billion of net domestic real estate
mortgages and equities of which $3.4 billion is in the general account and $11.7
billion is in separate accounts and managed by its subsidiaries. Statement
value for general account assets is recorded at depreciated cost and for
separate account assets at market value. For a discussion of how the
Partnership's real estate-related investments are valued, see VALUATION OF
CONTRACT OWNERS' PARTICIPATING INTERESTS, page 15.
Prudential has organized its real estate activities into separate business units
within Prudential's Private Asset Management Group. Prudential Real Estate
Investors (PREI) is the unit responsible for the investments of the Real
Property Partnership. Currently, PREI's investment staff is separate and
distinct from the staff handling Prudential's general account real estate
activities although Prudential may, in the near future, consolidate many of the
general account investment management activities under PREI.
PREI provides investment management services on a domestic basis and also acts
as part of a global team providing these services to institutional investors
worldwide. PREI is headquartered in Parsippany, New Jersey and has 4 field
offices across the United States. As of December 31, 1998, PREI had under
management approximately 13.2 million net rentable square feet of office real
estate, 16.4 million net rentable square feet of industrial real estate, 10.4
million net rentable square feet of retail real estate, 4,868 hotel rooms and
17,358 multifamily residential units.
Various divisions of Prudential, such as the general account real estate
operation and the general account mortgage operation, may provide PREI with
services that may be required in connection with the Partnership's investment
management agreement. The mortgage operation currently manages a portfolio of
mortgage loans totaling approximately $53.3 billion.
INVESTMENT POLICIES
OVERVIEW
The Partnership has an investment policy of investing at least 65% of its assets
in direct ownership interests in income-producing real estate, participating
mortgage loans originated for the Partnership, and real property sale-leasebacks
negotiated by Prudential on behalf of the Partnership. It is expected that the
largest portion of these real estate investments will be in direct ownership
interests (including fee interests, leaseholds interests, and interests in
entities holding such interests) in income-producing real estate. The
Partnership may also invest up to 5% of its assets in direct ownership interests
in agricultural land. Approximately 10% of the Partnership's assets will
ordinarily be held in cash or invested in liquid instruments and securities,
although the Partners reserve discretion to increase this amount to meet
partnership liquidity requirements, for example. The remainder of the
partnership assets may be invested in other types of real estate-related
investments, including non-participating mortgage loans, real estate limited
partnerships, limited liability companies, real estate investment trusts, and
other vehicles whose underlying investment is in real estate.
5 - Real Property
<PAGE>
INVESTMENT IN DIRECT OWNERSHIP INTERESTS IN REAL ESTATE
ACQUISITION. The Partnership's principal investment policy involves acquiring
direct ownership interests in existing (including newly constructed) income-
producing real estate, including office buildings, shopping centers, apartment
buildings, industrial properties, and hotels. The Partnership may also invest
up to 5% of its assets in direct ownership interests in agricultural land.
Property acquisitions will generally be carried out by the real estate
acquisition offices in PREI's network of field offices located in Parsippany,
New Jersey, Atlanta, Georgia, Chicago, Illinois and Los Angeles, California. A
field office or an affiliate of Prudential supervises the management of
properties in all of Prudential's accounts.
Proposals to acquire properties for the Partnership are usually originated by a
field office. They are reviewed and approved by the Investment Management
Committee of PREI. Depending upon the size of the acquisition and other
factors, a proposed real estate investment may also be submitted for review to
the Finance Committee of the Board of Directors of Prudential.
Although percentage limitations on the type and location of properties that may
be acquired by the Partnership have not been established, the Partnership plans
to diversify its investments through the type of property acquired and its
geographic location. The Partnership's investments will be maintained to meet
the Internal Revenue Code diversification requirements. See GENERAL INVESTMENT
AND OPERATING POLICIES, page 8.
In order for the Partnership to meet its stated objectives, it will have to
acquire properties that generate more cash than needed to pay its gross
operating expenses. To do this, a substantial portion of the Partnership's
assets will be invested in properties with operating histories that include
established rent and expense schedules. However, the Partnership may also
acquire recently constructed properties that may be subject to agreements with
sellers providing for certain minimum levels of income. Upon the expiration of
or default under these agreements, there is no assurance that the Partnership
will maintain the level of operating income necessary to produce the return it
was previously experiencing. The Partnership may purchase real property from
Prudential or its affiliates under certain conditions. See CONFLICTS OF
INTEREST, page 12.
The property acquired by the Partnership is usually real estate which is ready
for use. Accordingly, the Partnership is not usually subject to the development
or construction risks inherent in the purchase of unimproved real estate. From
time to time, however, the Partnership may invest in a developmental real estate
project that is consistent with the Partnership's objectives. The Partnership
will then be subject to those risks.
The Partnership will often own the entire fee interest in an acquired property,
but it may also hold other direct ownership interests. These include, but are
not limited to, partnership interests, limited liability company interests,
leaseholds, and tenancies in common.
PROPERTY MANAGEMENT AND LEASING SERVICES. The Partnership usually retains a
management company operating in the area of a property to perform local property
management services. A field office or other affiliate of Prudential will
usually: (1) supervise and monitor the performance of the local management
company; (2) determine and establish the required accounting information to be
supplied; (3) periodically inspect the property; (4) review and approve property
operating budgets; and (5) review actual operations to ensure compliance with
budgets. In addition to day-to-day management of the property, the local
management company will have responsibility for: (1) supervision of any on-site
personnel; (2) negotiation of maintenance and service contracts; (3) major
repair advice; (4) replacements and capital improvements; (5) the review of
market conditions to recommend rent schedule changes; and (6) creation of
marketing and advertising programs to obtain and maintain good occupancy rates
by responsible tenants. The local management company fees will reduce the cash
flow from the property to the Partnership.
The Partnership usually retains a leasing company to perform leasing services on
any property with actual or projected vacancies. The leasing company will
coordinate with the property management company to provide marketing and leasing
services for the property. When the property management company is qualified to
handle leasing, it may also be hired to provide leasing services. Leasing
commissions and expenses will reduce the cash flow from the property to the
Partnership.
Prudential may, on behalf of the Partnership, hire an affiliate to perform
property management or leasing services. The affiliate's services must be
provided on terms competitive with unaffiliated entities performing similar
services in the same geographic area. See CONFLICTS OF INTEREST, page 12.
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Annually, the field office which oversees the management of each property owned
by the Partnership will, together with the local property management firm,
develop a business plan and budget for each property. It will consider, among
other things, the projected rollover of individual leases, necessary capital
expenditures and any expansion or modification of the use of the property. The
approval of an officer of PREI is required. The field office will also
periodically report the operating performance of the property to PREI.
INVESTMENTS IN MORTGAGE LOANS
TYPES OF MORTGAGE LOANS
The Partnership is authorized to invest in mortgage loans, including
conventional mortgage loans that may pay fixed or variable rates of interest and
mortgage loans that have a "participation" (as defined below). The Partnership
will not make mortgage loans to Prudential affiliates.
The Partnership intends to give mortgage loans on: (1) commercial properties
(such as office buildings, shopping centers, hotels, industrial properties, and
office showrooms); (2) agricultural properties; and (3) residential properties
(such as garden apartment complexes and high-rise apartment buildings). These
loans are usually secured by properties with income-producing potential based on
historical or projected data. Usually, they are not personal obligations of the
borrower and are not insured or guaranteed.
1. FIRST MORTGAGE LOANS. The Partnership will primarily make first mortgage
loans secured by mortgages on existing income-producing property. These loans
may provide for interest-only payments and a balloon payment at maturity.
2. WRAPAROUND MORTGAGE LOANS. The Partnership also may make wraparound mortgage
loans on income-producing properties which are already mortgaged to
unaffiliated entities. A wraparound mortgage loan is a mortgage with a
principal amount equal to the outstanding balance of the prior existing mortgage
plus the amount to be advanced by the lender under the wraparound mortgage
loan, thereby providing the property owner with additional funds without
disturbing the existing loan. The terms of wraparound mortgage loans made by
the Partnership require the borrower to make all principal and interest payments
on the underlying loan to the Partnership, which will then pay the holder of the
prior loan. Because the existing first mortgage loan is preserved, the lien of
the wraparound mortgage loan is junior to it. The Partnership will make
wraparound mortgage loans only in states where local applicable foreclosure laws
permit a lender, in the event of the borrower's default, to obtain possession of
the property which secures the loan.
3. JUNIOR MORTGAGE LOANS. The Partnership may also invest in other junior
mortgage loans. Junior mortgage loans will be secured by mortgages which are
subordinate to one or more prior liens on the real property. They will
generally, but not in all cases, provide for repayment in full prior to the end
of the amortization period of the senior mortgages. Recourse on such loans will
include the real property encumbered by the Partnership's mortgage and may also
include other collateral or personal guarantees by the borrower.
The Partnership will generally make junior or wraparound mortgage loans only if
the senior mortgage, when combined with the amount of the Partnership's mortgage
loan, would not exceed the maximum amount which the Partnership would be willing
to commit to a first mortgage loan and only under such circumstances and on such
property as to which the Partnership would otherwise make a first mortgage loan.
4. PARTICIPATIONS. The Partnership may make mortgage loans which, in addition
to charging a base rate of interest, will include provisions permitting the
Partnership to participate (a "participation") in the economic benefits of the
underlying property. The Partnership would receive a percentage of: (1) the
gross or net revenues from the property operations; and/or (2) the increase in
the property value realized by the borrower, such as through sale or refinancing
of the property. These arrangements may also grant the Partnership an option to
acquire the property or an undivided interest in the property securing the loan.
When the Partnership negotiates the right to receive additional interest in the
form of a percentage of the gross revenues or otherwise, the fixed cash return
to the Partnership from that investment will generally be less than would
otherwise be the case. It is expected that the Partnership will be entitled to
percentage participations when the gross or net revenues from the property
operations exceed a certain base amount. This base amount may be adjusted if
real estate taxes or similar charges are increased. The form and extent of the
additional interest that the Partnership receives will vary with each
transaction depending on: (1) the equity investment of the owner or developer of
the property; (2) other financing or credit obtained by the owner or developer;
(3) the fixed base interest rate on the mortgage loan by the Partnership; (4)
any other security arrangement; (5) the cash flow and pro forma cash flow from
the property; and (6) market conditions.
The Partnership intends to use this additional interest as a hedge against
inflation. It assumes that as prices increase in the economy, the rental prices
on properties, such as shopping centers or office buildings, will increase and
there
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should be a corresponding increase in the property value. There is no
assurance that additional interest or increased property values will be
received. In that event, the Partnership will be entitled to receive only the
fixed portion of its return.
STANDARDS FOR MORTGAGE LOAN INVESTMENTS
In making mortgage loans, the investment manager will consider relevant real
property and financial factors, including: (1) the location, condition, and use
of the underlying property; (2) its operating history; (3) its future income-
producing capacity; and (4) the quality, experience, and creditworthiness of the
unaffiliated borrower.
Before the Partnership makes a mortgage loan, the investment manager analyzes
the fair market value of the underlying real estate. In general, the amount of
each mortgage loan made by the Partnership will not exceed, when added to the
amount of any existing indebtedness, 80% of the estimated or appraised value of
the property mortgaged.
DEALING WITH OUTSTANDING LOANS
The Partnership may sell its mortgage loans prior to maturity if it is deemed
advisable by the investment manager and consistent with the Partnership's
investment objectives. The investment manager may also: (1) extend the maturity
of any mortgage loan made by the Partnership; (2) consent to a sale of the
property subject to a mortgage loan or finance the purchase of a property by
making a new mortgage loan in connection with the sale of a property (either
with or without requiring the repayment of the mortgage loan); (3) renegotiate
the terms of a mortgage loan; and (4) otherwise deal with the mortgage loans of
the Partnership.
INVESTMENTS IN SALE-LEASEBACKS
A portion of the Partnership's investments may consist of real property sale-
leaseback transactions ("leasebacks"). In this type of transaction, the
Partnership will purchase land and income-producing improvements on the land and
simultaneously lease the land and improvements, generally to the seller, under a
long-term lease. Leasebacks may be for very long periods and may provide for
increasing payments from the lessee.
Under the terms of the leaseback, the tenant will operate, or provide for the
operation of, the property and generally be responsible for the payment of all
costs, including: (1) taxes; (2) mortgage debt service; (3) maintenance and
repair of the improvements; and (4) insurance. In some cases, the Partnership
may also grant the lessee an option to acquire the land and improvements from
the Partnership after a period of years. The option exercise price would be
based on the fair market value of the property, as encumbered by the lease, the
increase in the gross revenues from the property or other objective criteria
reflecting the increased value of the property.
In some leaseback transactions, the Partnership may only purchase the land under
an income-producing building and lease the land to the building owner. In such
cases, the Partnership may seek, in addition to base rents in its leasebacks,
participations in the gross revenues from the building in a form such as a
percentage of the gross revenues of the lessee above a base amount (which may be
adjusted if real property taxes increase or for other events). The Partnership
may invest in leasebacks which are subordinate to other interests in the land,
buildings, and improvements, such as a first mortgage, other mortgage, or lien.
In those situations, the Partnership's leaseback interest will be subject to
greater risks.
The Partnership will only acquire a property for a leaseback transaction if the
purchase price is equal to not more than 100% of the estimated or appraised
property value. The Partnership may dispose of its leasebacks when deemed
advisable by the investment manager and consistent with the Partnership's
investment objectives.
GENERAL INVESTMENT AND OPERATING POLICIES
The Partnership does not intend to invest in any direct ownership interests in
properties, mortgage loans or leasebacks in order to make short-term profits
from their sale. Although in exceptional cases, the investment manager may
decide to do so in the best interests of the Partnership. The Partnership may
dispose of its investments whenever necessary to meet its cash requirements or
when it is deemed to be desirable by the investment manager because of market
conditions or otherwise. The Partnership will reinvest any proceeds from the
disposition of assets (and any cash flow from operations) which are not
necessary for the Partnership's operations and which are not withdrawn by the
Partners in order to make distributions to investors pursuant to the variable
contracts issued by the Partners, or to Prudential to return its equity
interests pursuant to this prospectus. The proceeds will be reinvested in
investments consistent with the Partnership's investment objectives and
policies.
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In making investments in properties, mortgage loans, leasebacks or other real
estate investments, the Partnership will rely on the investment manager's
analysis of the investment and will not receive an independent appraisal prior
to acquisition. The Partnership expects, however, that all the properties it
owns, and most mortgage loans it holds, will be appraised or valued annually by
an independent appraiser who is a member of a nationally recognized society of
appraisers. Each appraisal will be maintained in the Partnership records for at
least five years. It should be noted that appraised values are opinions and, as
such, may not represent the true worth or realizable value of the property being
appraised.
The Partnership usually purchases properties on an unleveraged basis. The
properties acquired will typically be free and clear of mortgage debt
immediately after their acquisition. The Partnership may, however, acquire
properties subject to existing mortgage loans. In addition, the Partnership may
mortgage or acquire properties partly with the proceeds of purchase money
mortgage loans, up to 80% of the property value. Although this is not usually
done, the Partnership may do so if the investment manager decides that it is
consistent with its investment objectives. When the Partnership mortgages its
properties, it bears the expense of mortgage payments. See BORROWING BY THE
PARTNERSHIP, page 16.
The Partnership may also invest a portion of its assets in non-participating
mortgage loans, real estate limited partnerships, limited liability companies,
real estate investment trusts, and other vehicles whose underlying investment is
in real estate.
The Partnership's investments will be maintained in order to meet the
diversification requirements set forth in regulations under the Internal Revenue
Code (the "Code") relating to the investments of variable life insurance and
variable annuity separate accounts. In order to meet the diversification
requirements under the regulations, the Partnership will meet the following
test: (1) no more than 55% of the assets will be invested in any one investment;
(2) no more than 70% of the assets will be invested in any two investments; (3)
no more than 80% of the assets will be invested in any three investments; and
(4) no more than 90% of the assets will be invested in any four investments.
All interests in the same real property project are treated as a single
investment. The Partnership must meet the above test within 30 days of the end
of each calendar quarter. To comply with the diversification requirements of
the State of Arizona, the Partnership will limit additional investments in any
one parcel or related parcels to an amount not exceeding 10% of Partnership's
gross assets, as of the prior fiscal year end.
In managing the assets of the Partnership, Prudential will use its discretion in
determining whether to foreclose on defaulting borrowers or to evict defaulting
tenants. Prudential will decide which course of action is in the best interests
of the Partnership in maintaining the value of the investment.
Property management services are usually required for the Partnership's
investments in properties which are owned and operated by the Partnership but
usually will not be needed for mortgage loans owned by the Partnership, except
for mortgage servicing. It is possible, however, that these services will be
necessary or desirable in exercising default remedies under a foreclosure on a
mortgage loan. Prudential may engage, on behalf of the Partnership, affiliated
or unaffiliated entities to provide these additional services to the
Partnership. Prudential may engage its affiliates to provide property
management, property development services, loan servicing or other services if
and only if the fees paid to an affiliate do not exceed the amount that would be
paid to an independent party for similar services rendered in the same
geographic area. See CONFLICTS OF INTEREST, page 12.
Prudential will manage the Partnership so that the Real Property Account will
not be subject to registration under the Investment Company Act of 1940. This
requires monitoring the proportion of the Partnership's assets to be placed in
various investments.
CURRENT REAL ESTATE-RELATED INVESTMENTS
The current principal real estate-related investments held by the Partnership
are described below. Many of these investments were originated by, and
previously held in, The Prudential Real Property Account of Pruco Life Insurance
Company (the former name of the Real Property Account). Prior to the formation
of the Partnership, the Real Property Account followed the same investment
policies as those followed by the Partnership. Pruco Life contributed the
assets held in the Real Property Account to the Partnership as its initial
capital contribution to the Partnership.
PROPERTIES
The Partnership owns the following properties as of December 31, 1998.
1. OFFICE PROPERTIES
The Partnership owns office properties in Lisle and Oakbrook Terrace, IL;
Morristown, NJ; Nashville and Brentwood, TN; and Beaverton, OR. Total square
footage owned is approximately 567,000 of which 97% or
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549,000 square feet are leased between 1 and 10 years.
2. APARTMENT COMPLEXES
The Partnership owns apartment complexes in Atlanta, GA and Raleigh, NC.
There are a total of 490 apartment units available of which 95% or 463 units
are leased. Lease agreements range from month to month to one year.
3. RETAIL PROPERTY
The Partnership owns a shopping center in Roswell, GA. The property is
located approximately 22 miles north of downtown Atlanta on a 30 acre site.
The square footage is approximately 297,000 of which 98% or 289,000 square
feet is leased between 1 and 11 years.
4. INDUSTRIAL PROPERTIES
The Partnership owns warehouses and distribution centers in Bolingbrook, IL;
Aurora, CO; and Salt Lake City, UT. Total square footage owned is
approximately 685,000 of which 60% or 413,719 square feet are leased between
2 and 6 years.
5. INVESTMENT IN REAL ESTATE TRUST
The Partnership owns 506,894 shares of Meridian Industrial Trust, Inc.
Meridian is a self-administered and self-managed equity real estate
investment trust (REIT) engaged in owning, operating, and leasing high
quality, modern industrial properties nationwide.
RISK FACTORS
There are certain risk factors that you should consider before allocating a
portion of your net premiums or purchase payments, or transferring a portion of
your Contract Fund, to the Real Property Account. These include valuation
risks, (see VALUATION OF CONTRACT OWNERS' PARTICIPATING INTERESTS, page 15),
certain conflicts of interest, (see CONFLICTS OF INTEREST, page 12), as well as
the following risks:
LIQUIDITY OF INVESTMENTS
Because the Real Property Account will, through the Partnership, invest
primarily in real estate, its assets will not be as liquid as the investments
generally made by separate accounts of life insurance companies funding variable
life insurance and variable annuity contracts. The Partnership will, however,
hold approximately 10% of its assets in cash and invested in liquid securities.
The primary purposes for such investments are to meet the expenses involved in
the operation of the Partnership and to allow it to have sufficient liquid
assets to meet any requests for withdrawals from the Real Property Account.
Such withdrawals would be made in order to meet requested or required payments
under the Contracts. The Partnership may also borrow funds to meet liquidity
needs. See BORROWING BY THE PARTNERSHIP, page 16.
Pruco Life and Prudential have taken steps to ensure that the Partnership will
be liquid enough to meet all anticipated withdrawals by the Partners to meet the
separate accounts' liquidity requirements. It is possible that the Partnership
may need to dispose of a real property or mortgage loan investment promptly in
order to meet such withdrawal requests.
GENERAL RISKS OF REAL PROPERTY INVESTMENTS
By participating in the Real Property Account and thereby in the investment
performance of the Partnership, you will be subject to many of the risks of real
property investments. These include:
1. RISKS OF OWNERSHIP OF REAL PROPERTIES. The Partnership will be subject to
the risks inherent in the ownership of real property such as fluctuations in
occupancy rates and operating expenses and variations in rental schedules. It
may be adversely affected by general and local economic conditions, the supply
of and demand for properties of the type in which the Partnership invests,
zoning laws, and real property tax rates. Operation of property in which the
Partnership invests will primarily involve rental of that property to tenants.
The financial failure of a tenant resulting in the termination of their lease
might cause a reduction in the cash flow to the Partnership. If a lease is
terminated, there is no assurance that the Partnership will be able to find a
new tenant for the property on terms as favorable to the Partnership as those
from the prior tenant. Investments in hotels are subject to additional risk
from the daily turnover and fluctuating occupancy rates of hotel rooms and the
absence of long-term tenants.
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The Partnership's properties will also be subject to the risk of loss due to
certain types of property damage (such as from nuclear power plant accidents and
wars) which are either uninsurable or not economically insurable.
2. RISKS OF MORTGAGE LOAN INVESTMENTS. The Partnership's mortgage loan
investments will be subject to the risk of default by the borrowers. In this
event the Partnership would have the added responsibility of foreclosing on or
pursuing other remedies on the underlying properties to protect the value of its
mortgage loans. A borrower's ability to meet its mortgage loan payments will be
dependent upon the risks generally inherent to the ownership of real property.
Mortgage loans made by the Partnership will generally not be personal
obligations of the borrowers. The Partnership will only rely on the value of
the underlying property for its security. Mechanics', materialmen's,
government, and other liens may have or obtain priority over the Partnership's
security interest in the property.
In addition, the Partnership's mortgage loan investments will be subject to
prepayment risks. If the terms of the mortgage loans permit, mortgagors may
prepay the loans, thus possibly changing the Partnership's return.
Junior mortgage loans (including wraparound mortgage loans) will be subject to
greater risk than first mortgage loans, since they will be subordinate to liens
of senior mortgagees. In the event a default occurs on a senior mortgage, the
Partnership may be required to make payments or take other actions to cure the
default (if it has the right to do so) in order to prevent foreclosure on the
senior mortgage and possible loss of all or portions of the Partnership's
investment. "Due on sale" clauses included in some senior mortgages,
accelerating the amount due under the senior mortgage in the case of sale of the
property, may be applied to the sale of the property upon foreclosure by the
Partnership of its junior mortgage loan.
The risk of lending on real estate increases as the proportion which the amount
of the mortgage loan bears to the fair market value of the real estate
increases. The Partnership usually does not make mortgage loans of over 80% of
the estimated or appraised value of the property that secures the loan. There
can be no assurance, that in the event of a default, the Partnership will
realize an amount equal to the estimated or appraised value of the property on
which a mortgage loan was made.
Mortgage loans made by the Partnership may be subject to state usury laws.
These laws impose limits on interest charges and possible penalties for
violation of those limits, including restitution of excess interest,
unenforceability of debt, and treble damages. The Partnership does not intend
to make mortgage loans at usurious rates of interest. Uncertainties in
determining the legality of interest rates and other borrowing charges under
some statutes could result in inadvertent violations, in which case the
Partnership could incur the penalties mentioned above.
3. RISKS WITH PARTICIPATIONS. The Partnership may seek to invest in mortgage
loans and leasebacks with participations, which will provide the Partnership
with both fixed interest and additional interest based upon gross revenues, sale
proceeds, and/or other variable amounts. If the interest income received by
the Partnership is based, in part, on a percentage of the gross revenues or sale
proceeds of the underlying property, the Partnership's income will depend on the
success in the leasing of the underlying property, the management and operation
of such property by the borrower or lessee and upon the market value of the
property upon ultimate disposition. If the Partnership negotiates a mortgage
loan with a lower fixed interest rate and an additional percentage of the gross
revenues or eventual sale proceeds of the underlying property, and the
underlying property fails to generate increased revenues or to appreciate, the
Partnership will have foregone a potentially greater fixed return without
receiving the benefit of appreciation. State laws may limit participations. In
the event of the borrower's bankruptcy, it is possible that as a result of the
Partnership's interest in the gross revenues or sale proceeds, a court could
treat the Partnership as a partner or joint venturer with the borrower, and the
Partnership could lose the priority its security interest would have been given,
or be liable for the borrower's debts. The Partnership will structure its
participations to avoid being characterized as a partner or joint venturer with
the borrower.
4. RISKS WITH SALE-LEASEBACK TRANSACTIONS. Leaseback transactions typically
involve the acquisition of land and improvements thereon and the leaseback of
such land and improvements to the seller or another party. The value of the
land and improvements will depend, in large part, on the performance and
financial stability of the lessee and its tenants, if any. The tenants' leases
may have shorter terms than the leaseback. Therefore, the lessee's future
ability to meet payment obligations to the Partnership will depend on its
ability to obtain renewals of such leases or new leases upon satisfactory terms
and the ability of the tenants to meet their rental payments to the lessee.
PREI investigates the stability and creditworthiness of lessees in all
commercial properties it may acquire, including leaseback transactions.
However, a lessee in a leaseback transaction may have few, if any, assets. The
Partnership will therefore rely for its security on the value of the land and
improvements. When the Partnership's leaseback interest is subordinate to other
interests in the land or improvements, such as a first mortgage or other lien,
the Partnership's leaseback will be subject to greater risk. A default by a
lessee or other premature termination of the leaseback may
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result in the Partnership being unable to recover its investment unless the
property is sold or leased on favorable terms. The ability of the lessee to meet
its obligations under the leaseback, and the value of a property, may be
affected by a number of factors inherent in the ownership of real property which
are described above. Furthermore, the long-term nature of a leaseback may, in
the future, result in the Partnership receiving lower average annual rentals.
However, this risk may be lessened if the Partnership obtains participations in
connection with its leasebacks.
RELIANCE ON THE PARTNERS AND THE INVESTMENT MANAGER
You do not have a vote in determining the policies of the Partnership or the
Real Property Account. You also have no right or power to take part in the
management of the Partnership or the Real Property Account. The investment
manager alone, subject to the supervision of the Partners, will make all
decisions with respect to the management of the Partnership, including the
determination as to what properties to acquire, subject to the investment
policies and restrictions. Although the Partners have the right to replace
Prudential as the investment manager, it should be noted that Pruco Life is a
direct wholly-owned subsidiary of Prudential, and Pruco Life of New Jersey is an
indirect wholly-owned subsidiary of Prudential.
The Partnership will compete in the acquisition of its investments with many
other individuals and entities engaged in real estate activities, including the
investment manager and its affiliates. See CONFLICTS OF INTEREST, page 12. There
may be intense competition in obtaining properties or mortgages in which the
Partnership intends to invest. Competition may result in increased costs of
suitable investments.
Since the Partnership will continuously look for new investments, you will not
be able to evaluate the economic merit of many of the investments which may be
acquired by the Partnership. You must depend upon the ability of the investment
manager to select investments.
INVESTMENT RESTRICTIONS
The Partnership has adopted certain restrictions relating to its investment
activities. These restrictions may be changed, if the law permits, by the
Partners. Pursuant to these restrictions, the Partnership will not:
1. Make any investments not related to real estate, other than liquid
instruments and securities.
2. Engage in underwriting of securities issued by others.
3. Invest in securities issued by any investment company.
4. Sell securities short.
5. Purchase or sell oil, gas, or other mineral exploration or development
programs.
6. Make loans to the Partners, any of their affiliates, or any investment
program sponsored by such parties.
7. Enter into leaseback transactions in which the lessee is Prudential, Pruco
Life, Pruco Life of New Jersey, their affiliates, or any investment program
sponsored by such parties.
8. Borrow more than 33 1/3% (pursuant to California state requirements) of the
value of the assets of the Partnership (based upon periodic valuations and
appraisals). See VALUATION OF CONTRACT OWNERS' PARTICIPATING INTERESTS,
page 15.
CONFLICTS OF INTEREST
Prudential, as the investment manager, will be subject to various conflicts of
interest in managing the Partnership. Prudential invests in real estate equities
and mortgages for its own general account and for third parties, including
through separate accounts established for the benefit of qualified pension and
profit-sharing plans. Prudential also manages, or advises in the management of,
real estate equities and mortgages owned by other persons. In addition,
affiliates of Prudential are general partners in publicly offered limited
partnerships that invest in real estate equities and mortgage loans. Prudential
and its affiliates may engage in business activities which will be competitive
with the Partnership. Moreover, the Partnership may purchase properties from
Prudential or its affiliates.
The conflicts involved in managing the Partnership include:
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1. LACK OF INDEPENDENT NEGOTIATIONS BETWEEN THE PARTNERSHIP AND PRUDENTIAL. All
agreements and arrangements relating to compensation between the Partnership and
Prudential or any affiliate of Prudential will not be the result of arm's-length
negotiations.
2. COMPETITION BY THE PARTNERSHIP WITH PRUDENTIAL'S AFFILIATES FOR ACQUISITION
AND DISPOSITION OF INVESTMENTS. Prudential and its affiliates are involved in
numerous real estate investment activities for Prudential's general account, its
separate accounts, and other entities. They may involve investment policies
comparable to the Partnership's and may compete with the Partnership for the
acquisition and disposition of investments. Moreover, additional accounts or
affiliated entities may be formed in the future with investment objectives
similar to those of the Partnership. In short, existing or future real estate
investment accounts or entities managed or advised by Prudential or its
affiliates may have the same management as the Partnership and may be in
competition with the Partnership regarding real property investments, mortgage
loan investments, leasebacks, and the management and sale of such investments.
Prudential and its affiliates are not obligated to present to the Partnership
any particular investment opportunity, regardless of whether the opportunity
would be suitable for investment by the Partnership.
Prudential and its affiliates have, however, adopted procedures to distinguish
between equity investments available for the Partnership as opposed to the other
programs and entities described above. If investment accounts or entities
managed by Prudential or its affiliates have investment objectives and policies
similar to the Partnership and are in the market to acquire properties or make
investments at the same time as the Partnership, the following procedures will
be followed to resolve any conflict of interest. The Investment Allocation
Procedure ("IAP") has been established to provide a reasonable and fair
procedure for allocating real estate investments among the several accounts
managed by Prudential Real Estate Investors ("PREI"). The IAP is administered by
an Allocation Committee composed of the Managing Directors, Portfolio
Management. Allocation decisions are made by vote of the Allocation Committee,
and are approved by the Chief Executive Officer of PREI ("CEO"). Sufficient
information on each investment opportunity is distributed to all portfolio
managers, who each indicate to the Allocation Committee their account's interest
in the opportunity. Based on such expressions of interest, the Allocation
Committee allocates the investment opportunity to an account (and may also
determine a back-up account or accounts to receive the allocation in the event
the account, which is first allocated the opportunity, fails to pursue the
investment for any reason) after giving appropriate consideration to the
following factors and with the goal of providing each account a fair allotment
of investment opportunities: (1) the investment opportunity's conformity with
an account's investment criteria and objectives (including property type, size
and location, diversification, anticipated returns, investment structure, etc.);
(2) the amount of funds available for investment (in total and by property type)
by an account; (3) the length of time such funds (in total and by property type)
have been available for investment; (4) any limitations or restrictions upon the
availability of funds for investment; (5) the absolute and relative (to amount
of funds available) amount of funds invested and committed for the account; (6)
whether funds available for investment are discretionary or non-discretionary,
particularly in relation to the timing of the investment opportunity; (7) an
account's prior dealings or investments with the seller, developer, lender or
other counterparty; and (8) other factors which the Allocation Committee feel
should be considered in fairness to all accounts participating in the IAP.
If an account which has been allocated an investment opportunity does not
proceed with the acquisition, and either (i) no back-up account has been
determined by the Allocation Committee, or (ii) all accounts which were deemed
back-up accounts do not proceed with the acquisition, the opportunity may be
reallocated to another account by the Allocation Committee. If an investment
opportunity is appropriate for more than one account, the Allocation Committee
may (subject to the CEO's approval) permit the sharing of the investment among
accounts which permit such sharing. Such division of the investment opportunity
may be accomplished by separating properties (in a multi-property investment),
by co-investment, or otherwise.
3. COMPETITION WITH THE PARTNERSHIP FROM AFFILIATES FOR THE TIME AND SERVICES OF
COMMON OFFICERS, DIRECTORS, AND MANAGEMENT PERSONNEL. As noted above,
Prudential and its affiliates are involved in numerous real estate investment
activities. Accordingly, many of the personnel of Prudential and its affiliates
who will be involved in performing services for the Partnership have competing
demands on their time. Conflicts of interest may arise with respect to
allocating time among such entities and the Partnership. The directors and
officers of Prudential and affiliates will determine how much time will be
devoted to the Partnership affairs. Prudential believes it has sufficient
personnel to meet its responsibilities to all entities to which it is
affiliated.
4. COMPETITIVE PROPERTIES. Some properties of affiliates may be competitive
with Partnership properties. Among other things, the properties could be in
competition with the Partnership's properties for prospective tenants.
13 - Real Properties
<PAGE>
5. LESSEE POSITION. It is possible that Prudential or its affiliates may be a
lessee in one or more of the properties owned by the Partnership. The terms of
such a lease will be competitive with leases with non-affiliated third parties.
The Partnership limits the amount of space that an affiliate of Prudential may
rent in a property owned by the Partnership.
6. USE OF AFFILIATES TO PERFORM ADDITIONAL SERVICES FOR THE PARTNERSHIP. The
Partnership may engage Prudential affiliates to provide additional services to
the Partnership, such as real estate brokerage, mortgage servicing, property
management, leasing, property development, and other real estate-related
services. The Partnership may utilize the services of such affiliates and pay
their fees, as long as the fees paid to an affiliate do not exceed the amount
that would be paid to an independent party for similar services rendered in the
same geographic area.
7. JOINT VENTURES WITH AFFILIATES. The Partnership may enter into investments
through joint ventures with Prudential, its affiliates, or investment programs
they sponsor. The Partnership may enter into such a joint venture investment
with an affiliate only if the following conditions are met: (1) the affiliate
must have investment objectives substantially identical to those of the
Partnership; (2) there must be no duplicative property management fee, mortgage
servicing fee or other fees; (3) the compensation payable to the sponsor of the
affiliate must be no greater than that payable to the Partnership's investment
manager; (4) the Partnership must have a right of first refusal to buy if such
affiliate wishes to sell the property held in the joint venture; and (5) the
investment of the Partnership and the affiliate in the joint venture must be
made on the same terms and conditions (although not the same percentage). In
connection with such an investment, both affiliated parties would be required to
approve any decision concerning the investment. Thus, an impasse may result in
the event the affiliated joint venture partners disagree. However, in the event
of a disagreement regarding a proposed sale or other disposition of the
investment, the party not desiring to sell would have a right of first refusal
to purchase the affiliated joint venture partner's interest in the investment.
If this happens, it is possible that in the future the joint venture partners
would no longer be affiliated. In the event of a proposed sale initiated by the
joint venture partner, the Partnership would also have a right of first refusal
to purchase the joint venture partner's interest in the investment. The
exercise of a right of first refusal would be subject to the Partnership's
having the financial resources to effectuate such a purchase.
If the Partnership invests in joint venture partnerships which own properties,
instead of investing directly in the properties themselves, they may be subject
to risks not otherwise present. These risks include risks associated with the
possible bankruptcy of the Partnership's co-venturer or such co-venturer at any
time having economic or business interests or goals which are inconsistent with
those of the Partnership.
8. PURCHASE OF REAL PROPERTY FROM PRUDENTIAL OR AFFILIATES. The Partnership may
acquire properties owned by Prudential or its affiliates, subject to compliance
with special conditions designed to minimize the conflicts of interests. The
Partnership may purchase property satisfying the Partnership's investment
objectives and policies from an affiliate only if: (1) the applicable insurance
regulators approve the Partnership's acquisition of real property from
Prudential or affiliates to the extent such approval is required under
applicable insurance regulations; (2) the Partnership acquires the property at a
price not greater than the appraised value, with the appraisal being conducted
by a qualified, unaffiliated appraiser; (3) a qualified and independent real
estate adviser (other than the appraiser) reviews the proposed acquisition and
provides a letter of opinion that the transaction is fair to the Partnership;
and (4) the affiliate has owned the property at least two years, the cost paid
by the affiliate is established, and any increase in the proposed purchase price
over the cost to the affiliate is, in the opinion of the independent real estate
adviser, explicable by material factors (including the passage of time) that
have increased the value of the property.
THE REAL PROPERTY ACCOUNT'S UNAVAILABILITY TO
CERTAIN CONTRACTS
Pruco Life has determined that it is in the best interest of Contract owners
participating in the Real Property Account to provide the Real Property Account
with the flexibility to engage in transactions that may be prohibited if the
Real Property Account accepts funds under Contracts subject to ERISA or the
prohibited transaction excise tax provisions of the Internal Revenue Code.
Accordingly, owners of Pruco Life Contracts that are purchased in connection
with (1) IRAs; (2) tax deferred annuities subject to Section 403(b) of the Code;
(3) other employee benefit plans which are subject to ERISA; or (4) prohibited
transaction excise tax provisions of the Code, may not select the Real Property
Account as one of the investment options under their Contract. By not offering
the Real Property Account as an investment option under such contracts, Pruco
Life is able to comply with state insurance law requirements that policy loans
be made available to Contract owners.
14 - Real Property
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VALUATION OF CONTRACT OWNERS' PARTICIPATING
INTERESTS
A Contract owner's interest in the Real Property Account will initially be the
amount they allocated to the Real Property Account. Thereafter, that value will
change daily. The value of a Contract owner's interest in the Real Property
Account at the close of any day is equal to its amount at the close of the
preceding day, multiplied by the "net investment factor" for that day arising
from the Real Property Account's participation in the Partnership, plus any
additional amounts allocated to the Real Property Account by the Contract owner,
and reduced by any withdrawals by the Contract owner from the Real Property
Account and by the applicable Contract charges recorded in that Contract's
subaccount. Some of the charges will be made: (1) daily; (2) on the Contract's
monthly anniversary date; (3) at the end of each Contract year; and (4) upon
withdrawal or annuitization. Periodically Pruco Life will withdraw from the
Real Property Account an amount equal to the aggregate charges recorded in the
subaccounts.
The "net investment factor" is calculated on each business day by dividing the
value of the net assets of the Partnership at the end of that day (ignoring, for
this purpose, changes resulting from new contributions to or withdrawals from
the Partnership) by the value of the net assets of the Partnership at the end of
the preceding business day. The value of the net assets of the Partnership at
the end of any business day is equal to the sum of all cash held by the
Partnership plus the aggregate value of the Partnership's liquid securities and
instruments, the individual real properties and the other real estate-related
investments owned by the Partnership, determined in the manner described below,
and an estimate of the accrued net operating income earned by the Partnership
from properties and other real estate-related investments, reduced by the
liabilities of the Partnership, including the daily investment management fee
and certain other expenses attributable to the operation of the Partnership.
See CHARGES, page 16.
The Partnership may invest in various liquid securities and instruments. These
investments will generally be carried at their market value as determine by a
valuation method which the Partners deem appropriate for the particular type of
liquid security or instrument.
The value of the individual real properties and other real estate-related
investments, including mortgages, acquired by the Partnership will be determined
as follows. Each property or other real estate-related investment acquired by
the Partnership will initially be valued at its purchase price. In acquiring a
property or other real estate-related investment, Prudential will not obtain an
independent appraisal but will instead rely on its own analysis of the
investment's fair market value. Thereafter, all properties and most real
estate-related investments will ordinarily be appraised by an independent
appraiser at least annually. At least every three months, Prudential will
review each property or other real estate-related investments and adjust its
valuation if it concludes there has been a change in the value of the property
or other real estate-related investment since the last valuation. The revised
value will remain in effect and will be used in each day's calculation of the
value of the Partnership's assets until the next review or appraisal. It should
be noted that appraisals are only estimates and do not necessarily reflect the
realizable value of an investment.
The estimated amount of the net operating income of the Partnership from
properties and other real estate-related investments will be based on estimates
of revenues and expenses for each property and other real estate-related
investments. Annually, Prudential will prepare a month-by-month estimate of the
revenues and expenses ("estimated net operating income") for each property and
other real estate-related investments owned by the Partnership. Each day
Prudential will add to the value of the assets, as determined above, a
proportionate part of the estimated net operating income for the month. In
effect, Prudential will establish a daily accrued receivable of the estimated
net operating income from each property and other real estate-related
investments owned by the Partnership (the "daily accrued receivable"). On a
monthly basis, the Partnership will receive a report of actual operating results
for each property and other real estate-related investments ("actual net
operating income"). Such actual net operating income will be recognized on the
books of the Partnership and the amount of the then-outstanding daily accrued
receivable will be correspondingly adjusted. In addition, as cash from a
property or other real estate-related investment is actually received by the
Partnership, receivables and other accounts will be appropriately adjusted.
Periodically, but at least every three months, Prudential will review its
prospective estimates of net operating income in light of actual experience and
make an adjustment to such estimates if circumstances indicate that such an
adjustment is warranted. Prudential follows this practice of accruing estimated
net operating income from properties and other real estate-related investments
because net operating income from such investments is generally received on an
intermittent rather than daily basis, and the Partners believe it is more
equitable to participating Contract owners if such net operating income is
estimated and a proportionate amount is recognized daily. Because the daily
accrual of estimated net operating income is based on estimates that may not
turn out to reflect actual revenue and expenses, Contract owners will bear the
risk that this practice will result in the undervaluing or overvaluing of the
Partnership's assets.
15 - Real Property
<PAGE>
Prudential may adjust the value of any asset held by the Partnership based on
events that have increased or decreased the realizable value of a property or
other real estate-related investment. For example, adjustments may be made for
events indicating an impairment of a borrower's or a lessee's ability to pay any
amounts due or events which affect the property values of the surrounding area.
There can be no assurance that the factors for which an adjustment may be made
will immediately come to the attention of Prudential. Additionally, because the
evaluation of such factors may be subjective, there can be no assurance that
such adjustments will be timely made in all cases where the value of the
Partnership's investments may be affected. All adjustments made to the
valuation of the Partnership's investments, including adjustments to estimated
net operating income, the daily accrued receivable, and adjustments to the
valuation of properties and other real estate-related investments, will be on a
prospective basis only.
The above method of valuation of the Partnership's assets may be changed,
without the consent of Contract owners, should the Partners determine that
another method would more accurately reflect the value of the Partnership's
investments. Changes in the method of valuation could result in a change in the
Contract Fund values which may have either an adverse or beneficial effect on
Contract owners. Information concerning any material change in the valuation
method will be given to all Contract owners in the annual report of the
operations of the Real Property Account.
Although the above-described valuation methods have been adopted because the
Partners believe they will provide a reasonable way to determine the fair market
value of the Partnership's investments, there may well be variations between the
amount realizable upon disposition and the Partnership's valuation of such
assets. Contract owners may be either favorably or adversely affected if the
valuation method results in either overvaluing or undervaluing the Partnership's
investments. If a Contract owner invests in the Real Property Account at a time
in which the Partnership's investments are overvalued, the Contract owner will
be credited with less of an interest than if the value had been correctly
stated. A Contract owner withdrawing from the Real Property Account during such
time will receive more than he or she would if the value had been correctly
stated, to the detriment of other Contract owners. The converse situation will
exist if the Partnership's assets are undervalued.
BORROWING BY THE PARTNERSHIP
The Partnership may borrow for Partnership purposes, including to meet its
liquidity requirements and the leveraging of currently-owned property to buy new
property, subject to a maximum debt to value ratio of 33 1/3% (pursuant to
California state requirements) based on the aggregate value of all Partnership
assets. The Partnership will bear the cost of all such borrowings. The Real
Property Account, and Contract owners participating in it, will bear a portion
of any borrowing costs equal to their percentage interest in the Partnership.
Moreover, although the Partnership will generally make unleveraged investments,
it reserves the right to borrow up to 80% of the value of a property (with the
value of a property determined as explained under VALUATION OF CONTRACT OWNERS'
PARTICIPATING INTERESTS, page 14). Increasing the Partnership's assets through
leveraged investments would increase the compensation paid to Prudential since
its investment management fee is a percentage of the Partnership's gross assets.
Any borrowing by the Partnership would increase the Partnership's risk of loss.
It could also inhibit the Partnership from achieving its investment objectives
because the Partnership's payments on any loans would have to be made regardless
of the profitability of its investments.
CHARGES
Pursuant to an investment management agreement, Prudential charges the
Partnership a daily investment management fee which is equal to an effective
annual rate of 1.25% of the average daily gross assets of the Partnership.
Certain other expenses and charges attributable to the operation of the
Partnership are also charged against the Partnership. In acquiring an
investment, the Partnership may incur various types of expenses paid to third
parties, including but not limited to, brokerage fees, attorneys' fees,
architects' fees, engineers' fees, and accounting fees. After acquisition of an
investment, the Partnership will incur recurring expenses for the preparation of
annual reports, periodic appraisal costs, mortgage servicing fees, annual audit
charges, accounting and legal fees, and various administrative expenses. These
expenses will be charged against the Partnership's assets. Some of these
operating expenses represent reimbursement of Prudential for the cost of
providing certain services necessary to the operation of the Partnership, such
as daily accounting services, preparation of annual reports, and various
administrative services. Prudential charges the Partnership mortgage loan
servicing fees pursuant to the standards outlined in item 6 under CONFLICTS OF
INTEREST, page 12. In addition to the various expenses charged against the
Partnership's assets, other expenses such as insurance costs, taxes, and
property management fees will ordinarily be deducted from rental income, thereby
reducing the gross income of the Partnership.
16 - Real Property
<PAGE>
As explained earlier, charges to the Contracts will be recorded in the
corresponding subaccounts of the Real Property Account. From time to time,
Pruco Life will withdraw from the Real Property Account an amount equal to the
aggregate amount of these charges. Aside from the charges to the Contracts,
Pruco Life does not charge the Real Property Account for the expenses involved
in the Real Property Account's operations. The Real Property Account will
however bear its proportionate share of the charges made to the Partnership as
described above.
The Partnership is not a taxable entity under the provisions of the Internal
Revenue Code. The income, gains, and losses of the Partnership are attributed,
for federal income tax purposes, to the Partners in the Partnership. The
earnings of the Real Property Account are, in turn, taxed as part of the
operations of Pruco Life. Pruco Life is currently not charging the Real Property
Account for company federal income taxes. Pruco Life may make such a charge in
the future.
Under current laws Pruco Life may incur state and local taxes (in addition to
premium taxes) in several states. At present, Pruco Life does not charge these
taxes against the Contracts or the Real Property Account, but Pruco Life may
decide to charge the Real Property Account for such taxes in the future.
RESTRICTIONS ON WITHDRAWALS
Before allocating any portion of your net premium or purchase payments, or
transferring any portion of your Contract Fund, to the Real Property Account,
you should be aware that withdrawals from the Real Property Account may have
greater restrictions than the other variable investment options available under
the Contracts. Pruco Life reserves the right to restrict transfers into or out
of the Real Property Account. Apart from the limitations on transfers out of
the Real Property Account described below, Pruco Life will only restrict
transfers out of the Real Property Account if there is insufficient cash
available to meet Contract owners' requests and prompt disposition of the
Partnership's investments to meet such requests could not be made on
commercially reasonable terms.
Pruco Life will pay any death benefit, cash surrender value, withdrawal or loan
proceeds within seven days after receipt at a Pruco Life Service Office of all
the documents required for such a payment. Other than the death benefit, which
is determined as of the date of death for life insurance products, the amount
will be determined as of the date of receipt of the request.
The funds necessary to pay any death benefit, cash surrender value, withdrawal
or loan proceeds funded by the Real Property Account will normally be obtained,
first, from any cash flows into the Real Property Account on the day the funds
are required. If, on the day the funds are required, cash flows into the Real
Property Account are less than the amount of funds required, Pruco Life will
seek to obtain such funds by withdrawing a portion of its interest in the
Partnership. The Partnership will normally obtain funds to meet such a
withdrawal request from its net operating income and from the liquid securities
and instruments it holds. If the Partners determine that these sources are
insufficient to meet anticipated withdrawals from the Partnership, the
Partnership may use a line of credit or otherwise borrow up to 33 1/3% (pursuant
to California state requirements) of the value of the Partnership's assets. See
BORROWING BY THE PARTNERSHIP, page 16. If the Partners determine that such a
borrowing by the Partnership would not serve the best interests of Contract
owners, Pruco Life may, in the event of a Contract loan or withdrawal, rather
than take the amount of any loan or withdrawal request proportionately from all
investment options under the Contract (including the Real Property Account),
take any such loan or withdrawal first from the other investment options under
the Contract.
Transfers from the Real Property Account to the other investment options
available under the Contract are currently permitted only during the 30-day
period beginning on the Contract anniversary. The maximum amount that may be
transferred out of the Real Property Account each year is the greater of: (a)
50% of the amount invested in the Real Property Account or (b) $10,000. Such
transfer requests received prior to the Contract anniversary will be effected on
the Contract anniversary. Transfer requests received within the 30-day period
beginning on the Contract anniversary will be effected as of the end of the
valuation period in which a proper written request or authorized telephone
request is received. The "valuation period" means the period of time from one
determination of the value of the amount invested in the Real Property Account
to the next. Such determinations are made when the value of the assets and
liabilities of the Partnership is calculated, which is generally at 4:15 p.m.
Eastern time on each day during which the New York Stock Exchange is open.
Transfers into or out of the Real Property Account are also subject to the
general limits under the Contracts.
17 - Real Property
<PAGE>
RESTRICTIONS ON CONTRACT OWNERS' INVESTMENT IN THE
REAL PROPERTY ACCOUNT
As explained earlier, identification and acquisition of real estate investments
meeting the Partnership's investment objectives is a time-consuming process.
Because the Real Property Account and the Partnership are managed so they will
not become investment companies subject to the Investment Company Act of 1940,
the portion of the Partnership's assets that may be invested in securities, as
opposed to non-securities real estate investments, is strictly limited. For
these reasons, Pruco Life reserves the right to restrict or limit Contract
owners' allocation of funds to the Real Property Account. Any such restrictions
are likely to take the form of restricting the timing, amount and/or frequency
of transfers into the Real Property Account and/or precluding Contract owners
who have not previously selected the Real Property Account from allocating a
portion of their net premiums or purchase payments to the Real Property Account.
FEDERAL INCOME TAX CONSIDERATIONS
The federal income tax treatment of Contract benefits is described briefly in
the attached prospectus for the particular Contract you selected. Pruco Life
believes that the same principles will apply with respect to Contracts funded in
whole or part by the Real Property Account. The Partnership's conformity with
the diversification standards for the investments of variable life insurance and
variable annuity separate accounts is essential to ensure that treatment. See
GENERAL INVESTMENT AND OPERATING POLICIES, page 8. Pruco Life urges you to
consult a qualified tax adviser.
Under the Internal Revenue Code, the Partnership is not a taxable entity and any
income, gains or losses of the Partnership are passed through to the Partners,
including Pruco Life, with respect to the Real Property Account. The Real
Property Account is not a separate taxpayer for purposes of the Internal Revenue
Code. The earnings of the Real Property Account are taxed as part of the
operations of Pruco Life. No charge is currently being made to the Real
Property Account for company federal income taxes. We may make such a charge in
the future, see CHARGES, page 16.
DISTRIBUTION OF THE CONTRACTS
As explained in the attached prospectus for the Contracts, Pruco Securities
Corporation, an indirect, wholly-owned subsidiary of Prudential, acts as the
principal underwriter of the Contracts. Consult that prospectus for information
about commission scales and other facts relating to sale of the Contracts.
STATE REGULATION
Pruco Life is subject to regulation and supervision by the Department of
Insurance of the State of Arizona, which periodically examines its operations
and financial condition. It is also subject to the insurance laws and
regulations of all jurisdictions in which it is authorized to do business.
Pruco Life is required to submit annual statements of its operations, including
financial statements, to the insurance departments of the various jurisdictions
in which it does business to determine solvency and compliance with local
insurance laws and regulations.
In addition to the annual statements referred to above, Pruco Life is required
to file with Arizona and other jurisdictions a separate statement with respect
to the operations of all its variable contract accounts, in a form promulgated
by the National Association of Insurance Commissioners.
ADDITIONAL INFORMATION
Pruco Life has filed a registration statement with the SEC under the Securities
Act of 1933, relating to the offering described in this prospectus. This
prospectus does not include all of the information set forth in the registration
statement. Certain portions have been omitted pursuant to the rules and
regulations of the SEC. All reports and information filed by Pruco Life can be
inspected and copied at the Public Reference Section of the Commission at 450
Fifth Street, Room 1024, N.W., Washington, D.C. 20549, and at certain of its
regional offices: Midwestern Regional Office, CitiCorp Center, 500 West Madison
Street, Suite 1400, Chicago, IL 60661-2511; Northeastern Regional Office SEC, 7
World Trade Center, Suite 1300, New York, NY 10048.
18 - Real Property
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The Securities and Exchange Commission ("SEC") maintains a Web site
(http://www.sec.gov) that contains material incorporated by reference and other
information regarding registrants that file electronically with the SEC.
Further information may also be obtained from Pruco Life. The address and
telephone number are on the cover of this prospectus.
EXPERTS
The financial statements of The Partnership as of December 31, 1998 and 1997 and
for each of the three years in the period ended December 31, 1998 and the
financial statements of the Real Property Account as of December 31, 1998 and
1997 and for each of the three years in the period ended December 31, 1998
included in this prospectus have been so included in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting. PricewaterhouseCoopers LLP's
principal business address is 1177 Avenue of the Americas, New York, New York
10036.
LITIGATION
No litigation is pending, and no litigation is known to be contemplated by
governmental authorities, that would have an adverse material effect upon the
Real Property Account or the Partnership.
YEAR 2000 COMPLIANCE
The services provided to you as a purchaser of a Pruco Life variable annuity
contract and/or variable life insurance contract depend on the smooth
functioning of numerous computer systems. Many computer systems in use today
are programmed to recognize only the last two digits of a date as the year. As
a result, any systems using this kind of programming can not distinguish a date
using "00" and may treat it as "1900" instead of "2000." This problem may
impact computer systems that store business information, but it could also
affect other equipment used in our business like telephone, fax machines and
elevators. If this problem is not corrected, the "Year 2000" issue could affect
the accuracy and integrity of business records. Prudential's regular business
operations could be interrupted as well as those of other companies that deal
--
with us.
In addition, the operations of the mutual funds associated with Pruco Life
variable annuity contracts and variable life insurance contracts could
experience problems resulting from the Year 2000 issue. Please refer to the
respective mutual fund's prospectus for information regarding their approach to
Year 2000 concerns. The following describes Prudential's effort to address Year
2000 concerns.
To address this potential problem Prudential, as the parent company of Pruco
Life, organized its Year 2000 efforts around the following three areas:
o BUSINESS SYSTEMS - Computer programs directly used to support our
----------------
business;
o INFRASTRUCTURE - Computers and other business equipment like telephones
--------------
and fax machines; and
o BUSINESS PARTNERS - Year 2000 readiness of essential business
-----------------
partners
BUSINESS SYSTEMS. The business systems component includes a wide range of
- -----------------
computer programs that directly support Prudential's business operations
including systems for: insurance product processing, securities trading,
personnel record keeping and general accounting systems. All business systems
were analyzed to determine whether each computer program with a Year 2000
problem should be retired, replaced or renovated. The majority of this work has
been completed. A few remaining programs are currently being tested and
completion of this process is expected by June 1999.
INFRASTRUCTURE. As with business applications, we established a specific
- ---------------
methodology and process for addressing infrastructure issues. The
infrastructure effort includes mainframe computer system hardware and operating
system software, mid-range systems and servers, telecommunications equipment and
systems, buildings and facilities systems, personal computers, and vendor
hardware and software. Other than desktop systems, substantially all other
infrastructure systems have been tested. Presently a small number of midrange
computers, and building and facility systems are still in the testing phase. We
expect to have the infrastructure implementation process completed by June
1999.
19 - Real Property
<PAGE>
BUSINESS PARTNERS. Prudential recognizes the importance of determining the Year
- ------------------
2000 readiness of external business relationships especially those that involve
electronic data transfer products and services, and products that impact our
essential business processes. Prudential first classified each business partner
as "highly critical" or "less critical" to our business and then began to
develop risk assessment and contingency plans to address the potential that a
business partner could experience a Year 2000 failure. All highly critical
business partner relationships have been assessed and contingency planning is
completed. Risk assessment and contingency planning continues for less critical
business partners, and the target completion date for these relationships is
June 1999.
Prudential believes that the Business Systems, Infrastructure and Business
Partners components of the Year 2000 project are substantially on schedule. A
small number of the projects may not meet their targeted completion date.
However, Prudential expects that these projects will be completed by September,
1999. If there are any delays, they should not have a significant impact on the
timing of the project as a whole.
THE COST OF YEAR 2000 READINESS
Prudential is funding the Year 2000 program from internal operating budgets, and
estimates that its total costs to address the Year 2000 issue will total
approximately $220 million. Because these expenses were part of the operating
budget, they did not impact the management of variable annuity or variable life
insurance contracts. During the course of the Year 2000 program, some optional
computer projects have been delayed, but these delays have not had any material
effect on variable annuity or variable life insurance contracts.
YEAR 2000 RISKS AND CONTINGENCY PLANNING
Prudential believes that it is well positioned to lessen the impact of the Year
2000 problem. However, given the nature of this issue, we can not be 100%
certain that we are completely prepared, particularly because we can not be
certain of Year 2000 readiness of third parties. As a result, we are unable to
determine at this time whether the consequences of Year 2000 failures may have a
material adverse effect on the results of Prudential's operations, liquidity or
financial condition. In the worst case, it is possible that a Year 2000
technology failure, whether internal or external, could have a material impact
on Prudential's results of operations, liquidity, or financial position. If
Prudential is unable to address the Year 2000 problem, we may have difficulty in
responding to your incoming phone calls, calculating your unit values or
processing withdrawals and purchase payments. It is also possible that the
mutual funds associated with Pruco Life variable annuity contracts and variable
life insurance contracts will be unable to value their securities, in turn
creating difficulties in purchasing or selling shares of the respective mutual
fund and calculating corresponding unit asset values. The objective of
Prudential's Year 2000 program has been to reduce these risks as much as
possible.
Most of the operations of Pruco Life variable annuity contracts and variable
life insurance contracts involve such a large number of individual transactions
that they can only be handled with the help of computers. As a result, our
current contingency plans include responses to the failure of specific business
programs or infrastructure components. However, our contingency responses are
now being reviewed and we expect to finalize them by June, 1999 to ensure that
they are workable under the special conditions of a Year 2000 failure.
Prudential believes that with the completion of its Year 2000 program as
scheduled, the possibility of significant interruptions of normal operations
will be reduced.
REPORTS TO CONTRACT OWNERS
If you allocate a portion of your Contract Fund to the Real Property Account,
Pruco Life will mail you an annual report containing audited financial
statements for the Partnership and an annual statement showing the status of
your Contract Fund and any other information that may be required by applicable
regulation or law.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIALCONDITION AND RESULTS OF OPERATIONS
All of the assets of the Real Property Account are invested in the Partnership.
Correspondingly, the liquidity, capital resources and results of operations for
the Real Property Account are contingent upon the Partnership. Therefore, all
of management's discussion of these items is at the Partnership level. The
partners in the Partnership are The Prudential Insurance Company of America,
Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey
(collectively, the "Partners").
The following analysis of the liquidity and capital resources and results of
operations of the Partnership should be read in conjunction with the audited
financial statements and the accompanying footnotes and other financial
information included elsewhere herein.
20 - Real Property
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1998, the Partnership's liquid assets consisting of cash,
cash equivalents and marketable securities were $73.5 million, an increase of
$46.7 million from December 31, 1997. This increase was due to net proceeds
from the sales of the Partnership's industrial property located in Pomona, CA
and an apartment complex located in Farmington Hills, MI. In addition,
continuing operations from the Partnership's investment properties contributed
$20.6 million to cash during 1998. Sources of liquidity include net cash flow
from property operations, interest from short-term investments, and dividends
from REIT shares.
The Partnership generally holds approximately 10% of its assets in cash or
invested in liquid instruments and securities, however, its investment policy
allows up to 30% investment in cash and short-term obligations. At December 31,
1998, 30% of the Partnership's assets consisted of cash, cash equivalents and
marketable securities.
Prudential has committed to fund up to $100 million to enable the Partnership to
acquire real estate investments. Contributions to the Partnership under this
commitment are utilized for property acquisitions, and returned to Prudential on
an ongoing basis from contract owners' net contributions and other available
cash. The amount of the commitment is reduced by $10 million for every $100
million in current value net assets of the Partnership. As of December 31,
1998, Prudential's equity interest in the Partnership under this commitment was
$51 million. At the present time, Prudential does not intend to make further
contributions during the 1999 fiscal year.
The Partners made no withdrawals during 1998; however, on February 1, 1999, the
Partners made a $30 million withdrawal from excess cash. Additional withdrawals
may be made by the Partners during 1999 based upon the percentage of assets
invested in short-term obligations, and taking into consideration anticipated
cash needs of the Partnership including potential property acquisitions,
property dispositions and capital expenditures. Management anticipates that its
current liquid assets and ongoing cash flow from operations will satisfy the
Partnership's needs over the next twelve months and the foreseeable future.
During 1998, the Partnership spent $5.7 million in capital expenditures for
tenant alterations, and improvements in land and buildings. The majority of the
capital expenditures were made to reconfigure the Lisle, IL office building for
multi-tenant capability as it was previously occupied by a single tenant.
RESULTS OF OPERATIONS
The following is a brief discussion of the Partnership's results of operations
for the years ended December 31, 1998, 1997 and 1996.
1998 VS. 1997
The following table presents a comparison of the Partnership's property results
of operations, and realized and unrealized gains or losses by investment type,
for the twelve months ended December 31, 1998 and December 31, 1997.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997
------------------ ------------------
NET INVESTMENT INCOME:
<S> <C> <C>
Office properties $ 7,269,613 $ 5,499,107
Apartment complexes 4,493,384 3,891,465
Retail property 2,702,234 2,856,357
Industrial properties 1,325,320 2,138,111
Income from interest in properties 33,462 435,296
Dividend income from real
estate investment trust 669,100 158,184
Other (including interest income,
investment management fee, etc.) (659,600) (1,188,773)
------------------ ------------------
TOTAL NET INVESTMENT INCOME $15,833,513 $13,789,747
================== ==================
</TABLE>
21 - Real Property
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997
------------------ ------------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
<S> <C> <C>
Office properties $ 3,034,542 $1,897,749
Apartment complexes 2,387,054 1,053,061
Retail property (1,312,296) 1,109,099
Industrial properties 1,563,429 1,616,942
Interest in properties 91,538 284,581
Real estate investment trust (969,156) 2,523,800
------------------ ------------------
TOTAL NET REALIZED AND UNREALIZED GAIN ON
INVESTMENTS $ 4,795,111 $8,485,232
------------------ ------------------
</TABLE>
The Partnership's net investment income for 1998 was $15.8 million, an increase
of $2.0 million from the prior year. This increase was primarily the result of
increased revenues from real estate and improvements partially offset by
increased operating expenses.
Revenue from real estate and improvements was $24.6 million in 1998, an increase
of $3.0 million, or 13.9%, from 1997. This increase was primarily due to higher
occupancy at the Lisle, IL office building and the Aurora, CO distribution
center coupled with increased rental rates on other properties.
Interest on short-term investments decreased $0.4 million from 1997. This was
primarily due to lower average cash and cash equivalent balances during 1998
compared to the prior year. Cash and cash equivalents through the third quarter
of 1998 averaged approximately $30.0 million, but increased significantly in the
last quarter of 1998 due to the sale of two properties in Pomona, CA and
Farmington Hills, MI.
Property operating expenses increased $0.8 million, or 23.5%, from 1997. This
increase was due primarily to a full year's operating costs (i.e. electricity,
repair and maintenance, water, etc.) for one of the Brentwood, TN properties
which was acquired in late 1997, in addition to operating expenses incurred by
the Partnership on vacant properties.
Administrative expenses decreased $0.3 million or 16.1%. This decrease was due
primarily to a reduction in legal expenses.
There was no interest expense during 1998 due to the Partnership's exercise of
its purchase option under the capital lease obligation.
Office Properties
In 1998, net investment income from property operations for the office
properties increased $1.8 million, or 32.2%, from prior year. This increase
was primarily due to a full year's net investment income for one of the
Brentwood, TN properties which was acquired in late 1997, as well as the leasing
of vacant space in the Lisle, IL office property.
Office properties experienced a net unrealized gain of $3.0 million in 1998 due
to improving office market conditions in most of the geographical areas where
the Partnership has office properties, particularly, the Oakbrook Terrace, IL
office property in suburban Chicago.
Occupancy at the Beaverton, OR; Oakbrook Terrace, IL; and Brentwood, TN
properties remained at 100% as of December 31, 1997 while occupancy at the
Lisle, IL office property increased from 37% to 96% at December 31, 1998.
Occupancy at the Morristown, NJ property decreased from 99% to 86%.
22 - Real Property
<PAGE>
APARTMENT COMPLEXES
Net investment income from property operations for the apartment complexes
increased $0.6 million, or 15.5%, from 1997. The majority of this increase was
due to increased rental rates at the Atlanta, GA apartment complex.
Holdings in the Partnership's two apartment complexes experienced a net
unrealized gain of $0.6 million during 1998. The Atlanta, GA property was the
largest contributor to the gain as it appreciated $0.4 million. The gain was
attributable to increased rental rates at the property. The Raleigh, NC
property experienced a net unrealized gain of $0.2 million due to increased
occupancy rates. The Farmington Hills, MI property was sold on October 7, 1998
for a price of $16.9 million, which resulted in a realized gain of $1.7
million.
At the end of December 31, 1998, occupancy at the Atlanta, GA and Raleigh, NC
apartment complex was 96% and 93%, respectively.
RETAIL PROPERTIES
In 1998, the retail center experienced a net unrealized loss of $1.3 million,
which is a reflection of lower rents. Occupancy at the shopping center was 98%
at December 31, 1998, which was an increase of 2% from the prior year.
INDUSTRIAL PROPERTIES
Net investment income from property operations for the industrial properties
decreased $0.8 million, or 38.0%, from 1997. The decrease was attributable to
the sale of Pomona Industrial Park, which accounted for 82% of the
decrease.
The three industrial properties experienced a net unrealized gain of $0.3
million during 1998. The Pomona, CA property was sold on December 17, 1998 for
$21.4 million, which resulted in a realized gain of $1.2 million.
Occupancy at the Bolingbrook, IL property remained unchanged at 100%. Occupancy
at the Salt Lake City, UT and Aurora, CO property increased to 33.6% and 46%,
respectively from prior year.
REAL ESTATE INVESTMENT TRUST
On September 24, 1997 the Partnership acquired 506,894 shares of Meridian
Industrial REIT. Dividend income from the REIT increased $0.5 million from
1997.
The Partnership held 506,894 shares of Meridian Industrial REIT throughout 1998.
As of December 31, 1998, the REIT shares experienced an unrealized loss of $1.0
million. The Valuation Unit of Prudential applies a 3% discount to the market
value of the REIT shares. This discount is applied because of the restriction
which limits the number of shares that can be publicly traded during any six
month period to 30% of the total shares originally acquired.
OTHER
Other net investment loss, which includes interest income from short-term
investments, investment management fees, and expenses not related to property
activities, narrowed by $0.5 million. The improved result was due to increased
investment management fee in addition to a reduction in administrative
expenses.
1997 VS. 1996
The following table presents a comparison of the Partnership's property results
of operations, and realized and unrealized gains or losses by investment type,
for the twelve months ended December 31, 1997 and December 31, 1996.
23 - Real Property
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1997 1996
--------------------- --------------------
NET INVESTMENT INCOME:
<S> <C> <C>
Office properties $ 5,499,107 $ 5,817,497
Apartment complexes 3,891,465 3,925,750
Retail property 2,856,357 3,129,390
Industrial properties 2,138,111 3,188,769
Income from interest in properties 435,296 606,558
Dividend income from real
estate investment trust 158,184 -
Other (including interest income,
investment management fee, etc.) (1,188,773) (1,248,446)
--------------------- --------------------
TOTAL NET INVESTMENT INCOME $13,789,747 $ 15,419,518
--------------------- --------------------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Office properties $ 1,897,749 ($ 1,654,344)
Apartment complexes 1,053,061 1,209,970
Retail property 1,109,099 (3,786,554)
Industrial properties 1,616,942 (553,655)
Interest in properties 284,581 -
Real estate investment trust 2,523,800 -
--------------------- --------------------
TOTAL NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS $ 8,485,232 ($ 4,784,583)
--------------------- --------------------
</TABLE>
The Partnership's net investment income for 1997 was $13.8 million, a decrease
of $1.6 million from 1996. This decrease was primarily the result of market
conditions in the industrial properties.
Income from interest in properties relates to the Partnership's 50% co-
investment in several warehouse properties (the unit warehouses). Income from
this source was $0.4 million in 1997, a decrease of 28.2% from 1996. This
decrease was attributable to the sale of the Partnership's interest in these
properties on September 30, 1997.
Administrative expenses on the Statement of Operations include both those
related to property operations and the administration of the Partnership.
Property administrative expenses in 1997 were $2.0 million, an increase of $0.4
million, or 21.5%, from 1996. This increase was primarily due to the
acquisition of three new properties as well as a full year of administrative
expenses for a property acquired at the end of 1996. Administrative expenses
related to the Partnership were $0.3 million in 1997, an increase of $0.1
million, or 49.7%, from 1996. Increased legal reserves relating to potential
litigation contributed to the majority of the variance.
Property operating expenses for 1997 were $3.3 million, an increase of $0.4
million, or 13.5%, from 1996. This increase was primarily due to a full year of
ownership in 1997 of the office property in Beaverton, OR, and expenses incurred
in 1997 for new acquisitions, such as, the industrial buildings in Salt Lake
City, UT and Aurora, CO. Together these three properties contributed $0.3
million to the increased operating expenses. The acquisition of the office
building in Brentwood, TN contributed $0.1 million to the increase.
OFFICE PROPERTIES
Net investment income from property operations for the office properties in 1997
was $5.5 million. This was a decrease of $0.3 million or 5.5% from 1996.
The office properties experienced a net unrealized gain of $1.9 million in 1997.
The office property in Oakbrook Terrace, IL experienced the largest unrealized
gain that was attributable to the improving office market conditions in suburban
Chicago. In addition, the Morristown, NJ and Brentwood, TN office properties
also experienced net unrealized gains of $0.5 million and $0.6 million,
respectively.
24 - Real Property
<PAGE>
The Partnership acquired a second office property in Brentwood, TN. The 97,378
square foot suburban office building was acquired on September 15, 1997 for $9.5
million. Occupancy at the time of acquisition, was at maximum capacity.
Occupancy at the Beaverton, OR; Oakbrook Terrace, IL; and Brentwood, TN
properties remained unchanged from December 31, 1996 at 100% . Occupancy at the
Morristown, NJ property increased from 93% to 100% while occupancy at the Lisle,
IL office property dropped from 100% to 37% in 1997.
APARTMENT COMPLEXES
In 1997, net investment income from apartment property operations was $3.9
million which was unchanged from the prior year.
The three apartment communities experienced a net unrealized gain of $1.0
million during 1997. The Atlanta, GA property was the largest contributor to
the gain as it appreciated $1.3 million. This gain was attributable to
increased rental rates and occupancy at the property. The Raleigh, NC community
had a net unrealized loss of $0.4 million due to the appraisal assumptions
concerning above market rentals expiring and subsequently renewing at lower
market rates.
Weighted average occupancy at the Partnership's residential communities
increased from 93.1% to 94.3% from December 31, 1996. Occupancy at the Atlanta,
GA and Farmington Hills, MI communities improved from 93% and 89%, respectively,
as of December 31, 1996 to 99% and 93%, respectively, at year end 1997.
Occupancy at the Raleigh, NC community decreased from 97% to 91% in 1997.
RETAIL PROPERTIES
Net investment income for the Partnership's retail property decreased by $0.3
million, or 8.7%, to $2.9 million in 1997. This decrease was primarily the
result of decreased occupancy at the shopping center earlier in the year. The
shopping center was 96% occupied as of December 31, 1997, unchanged from the
prior year.
The retail center experienced an unrealized gain of $1.1 million. This was a
result of changes in the assumed capital needs of the property and the leasing
of vacant spaces in the third and fourth quarters which stabilized future cash
flows and brought occupancy back up to 96%.
INDUSTRIAL PROPERTIES
In 1997, net investment income from industrial property operations was $2.1
million, a decrease of $1.0 million, or 32.9%, in 1996. The decline was
attributable to the sale of the industrial complex in Azusa, CA, in April
1996, which accounted for $0.6 million of the decrease. The sale of the
Partnership's investment in the Jacksonville, FL industrial properties, in
September 1997, also contributed to the decline in net investment income. For
properties held for comparable periods in 1997 and 1996, net investment income
was $2.0 million and $1.9 million, respectively.
The Partnership acquired three industrial properties in 1997. The first
acquisition was a 182,500 square foot building in Salt Lake City, UT for $5.4
million. The second acquisition was a two building 277,500 square foot facility
in Aurora, CO for $8.5 million. As of December 31, 1997, both properties were
vacant. The third acquisition was the land under the Partnership's existing
Pomona CA, industrial complex. The Partnership acquired the land under a
purchase option for $3.5 million.
The industrial properties (including the recently purchased land) had $1.9
million of net unrealized appreciation in 1997. The largest single gain of $1.7
million was attributable to the purchase of the land under the Pomona, CA
property. The Salt Lake City, UT and Aurora, CO properties experienced negative
net appreciation as a result of softer market conditions.
As of December 31, 1997 occupancy at the Partnership's Pomona, CA and
Bolingbrook, IL industrial properties remained unchanged from December 31,1996
at 100%. As of December 31, 1997, both the Salt Lake City, UT and Aurora, CO
properties were 100% vacant.
The partnership sold its interest in the Jacksonville, FL warehouses for net
sales proceeds of $6.3 million, resulting in a gain of $0.3 million.
25 - Real Property
<PAGE>
REAL ESTATE INVESTMENT TRUST
Dividend income from REITs totaled $0.1 million in 1997. The Partnership
acquired 506,894 shares Meridian for $10.0 million on September 24, 1997.
Meridian is a self-administered and self-managed equity real estate investment
trust engaged in owning, operating, and leasing high quality, modern industrial
properties nationwide. As of December 31, 1997, these shares experienced a $2.5
million net unrealized gain.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Certain of the statements contained in Management's Discussion and Analysis may
be considered forward-looking statements. Words such as "expects," "believes,"
"anticipates," "intends," "plans," or variations of such words are generally
part of forward-looking statements. Forward-looking statements are made based
upon management's current expectations and beliefs concerning future
developments and their potential effects upon the Company. There can be no
assurance that future developments affecting the Company will be those
anticipated by management. There are certain important factors that could cause
actual results to differ materially from estimates or expectations reflected in
such forward-looking statements including without limitation, changes in general
economic conditions, including the performance of financial markets and interest
rates; market acceptance of new products and distribution channels; competitive,
regulatory or tax changes that affect the cost or demand for the Company's
products; and adverse litigation results. While the Company reassesses material
trends and uncertainties affecting its financial condition and results of
operations, it does not intend to review or revise any particular forward-
looking statement referenced in this Management's Discussion and Analysis in
light of future events. The information referred to above should be considered
by readers when reviewing any forward-looking statements contained in this
Management's Discussion and Analysis.
DISCLOSURES ABOUT MARKET RISK
The Real Property Account and the Partnership are not subject to significant
exposure to market rate risk for changes in interest rates because the
Partnership's financial instruments consist primarily of short-term fixed rate
commercial paper and neither the Real Property Account nor the Partnership use
derivative financial instruments. Further, by policy, the Partnership places its
investments with high quality debt security issuers, limits the amount of credit
exposure to any one issuer, limits duration by restricting the term, and holds
investments to maturity except under rare circumstances.
FINANCIAL STATEMENTS
Following are financial statements and independent accountant's reports of the
Real Property Account, as well as financial statements and independent
accountant's reports of the Partnership.
26 - Real Property
<PAGE>
FINANCIAL STATEMENTS OF
PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT
<TABLE>
<CAPTION>
STATEMENTS OF NET ASSETS
DECEMBER 31,
-----------------------------------------
1998 1997
------------------- ----------------
<S> <C> <C>
Investment in The Prudential Variable Contract
Real Property Partnership (Note 3) $ 119,784,179 $ 109,495,293
=================== ================
NET ASSETS, representing:
Equity of Contract Owners (Note 4) $ 86,732,546 $ 86,228,329
Equity of Pruco Life Insurance Company (Note 2D) 33,051,633 23,266,964
------------------- ----------------
$ 119,784,179 $ 109,495,293
=================== ================
</TABLE>
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
1998 1997 1996
------------------ ------------------ ---------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Net Investment Income from Partnership Operations $ 7,897,240 $ 6,877,876 $ 7,717,055
EXPENSES:
Charges to Contract Owners for Assuming Mortality Risk and
Expense Risk and for Administration (Note 5) 540,830 542,738 555,553
------------------ ------------------ ---------------
NET INVESTMENT INCOME 7,356,410 6,335,138 7,161,502
------------------ ------------------ ---------------
Net Change in Unrealized Gain (Loss) on Investments in Partnership 869,718 4,079,515 (1,609,406)
Net Realized Gain (Loss) on Sale of Investments in Partnership 1,521,928 152,643 (787,318)
------------------ ------------------ ---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS 9,748,056 10,567,296 4,764,778
------------------ ------------------ ---------------
CAPITAL TRANSACTIONS:
Net Withdrawals by Contract Owners (Note 7) (6,634,732) (8,564,665) (6,242,414)
Net Contributions by Pruco Life Insurance Company 7,175,562 9,107,403 3,797,967
------------------ ------------------ ---------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL TRANSACTIONS 540,830 542,738 (2,444,447)
------------------ ------------------ ---------------
TOTAL INCREASE IN NET ASSETS 10,288,886 11,110,034 2,320,331
NET ASSETS:
Beginning of period 109,495,293 98,385,259 96,064,928
------------------ ------------------ ---------------
End of period $ 119,784,179 $ 109,495,293 $ 98,385,259
================== ================== ===============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A2 THROUGH A5
A1 - Real Property
<PAGE>
NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT
DECEMBER 31, 1998
NOTE 1: GENERAL
Pruco Life Variable Contract Real Property Account (the "Real Property
Account") was established on August 27, 1986 and commenced business September
5, 1986. Pursuant to Arizona law, the Real Property Account was established
as a separate investment account of Pruco Life Insurance Company ("Pruco
Life"), a wholly-owned subsidiary of The Prudential Insurance Company of
America ("Prudential"). The assets of the Real Property Account are
segregated from Pruco Life's other assets. The Real Property Account is used
to fund benefits under certain variable life insurance and variable annuity
contracts issued by Pruco Life. These products are Appreciable Life ("VAL"),
Variable Life ("VLI"), Discovery Plus ("SPVA"), and Discovery Life Plus
("SPVL").
The assets of the Real Property Account are invested in The Prudential
Variable Contract Real Property Partnership (the "Partnership"). The
Partnership is organized under New Jersey law and is registered under the
Securities Act of 1933. The Partnership is the investment vehicle for assets
allocated to the real estate investment option under certain variable life
insurance and annuity contracts. The Real Property Account, along with The
Prudential Variable Contract Real Property Account and the Pruco Life of New
Jersey Variable Contract Real Property Account, are the sole investors in the
Partnership.
The Partnership has a policy of investing at least 65% of its assets in
direct ownership interests in income-producing real estate and participating
mortgage loans.
New sales of the VAL, VLI and SPVA products have been discontinued.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The accompanying financial statements are prepared in conformity with
generally accepted accounting principles ("GAAP"). The preparation of the
financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts and disclosures.
Actual results could differ from those estimates.
B. INVESTMENT IN PARTNERSHIP INTEREST
The investment in the Partnership is based on the Real Property Account's
proportionate interest of the Partnership's market value. At December 31,
1998 and 1997 the Real Property Account's interest in the Partnership was
49.9% or 5,909,534 shares.
C. INCOME RECOGNITION
Net investment income and realized and unrealized gains and losses are
recognized daily. Amounts are based upon the Real Property Account's
proportionate interest in the Partnership.
D. EQUITY OF PRUCO LIFE INSURANCE COMPANY
Pruco Life maintains a position in the Real Property Account for property
acquisitions and capital expenditure funding needs. The position is also
utilized for liquidity purposes including unit purchases and redemptions,
Partnership share transactions, and expense processing. The position does not
have an effect on the contract owner's account or the related unit value.
A2 - Real Property
<PAGE>
NOTE 3: INVESTMENT INFORMATION FOR THE PRUDENTIAL VARIABLE CONTRACT REAL
PROPERTY PARTNERSHIP
The number of shares held by the Real Property Account in the Partnership,
the Partnership share value and the aggregate cost of investments in the Real
Property Accounts' shares held at December 31, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
1998 1997
----- ----
<S> <C> <C>
SHARES OUTSTANDING: 5,909,534 5,909,534
SHARE VALUE: $20.27 $18.53
COST: $63,772,990 $63,772,990
</TABLE>
NOTE 4: CONTRACT OWNER UNIT INFORMATION
Outstanding contract owner units, unit values and total value of contract
owner equity at December 31, 1998 and 1997, by product, were as follows:
<TABLE>
<CAPTION>
1998:
- -----
VAL VLI SPVA SPVL TOTAL
--- --- ---- ---- -----
<S> <C> <C> <C> <C> <C>
CONTRACT OWNER UNITS OUTSTANDING: 40,077,133 2,653,867 534,598 2,923,554
UNIT VALUE: $ 1.88513 $ 1.94314 $ 1.74229 $ 1.74229
------------ ----------- ---------- -----------
TOTAL CONTRACT OWNER EQUITY: $ 75,550,606 $ 5,156,836 $ 931,425 $ 5,093,679 $ 86,732,546
============ =========== ========== =========== ============
<CAPTION>
1997:
- -----
VAL VLI SPVA SPVL TOTAL
--- --- ---- ---- -----
<S> <C> <C> <C> <C> <C>
CONTRACT OWNER UNITS OUTSTANDING: 43,201,206 2,762,300 744,092 3,231,823
UNIT VALUE: $ 1.73358 $ 1.78248 $ 1.61267 $ 1.61267
------------ ----------- ---------- -----------
TOTAL CONTRACT OWNER EQUITY: $ 74,892,746 $ 4,923,744 $ 1,199,975 $ 5,211,864 $ 86,228,329
============ =========== ========== =========== ============
</TABLE>
NOTE 5: CHARGES AND EXPENSES
A. MORTALITY RISK AND EXPENSE RISK CHARGES
Mortality risk and expense risk charges are determined daily using an
effective annual rate of 0.6%, 0.35%, 0.9% and 0.9% for VAL, VLI, SPVA and
SPVL, respectively. Mortality risk is that life insurance and annuity
contract owners may not live as long as estimated or annuitants may live
longer than estimated and expense risk is that the cost of issuing and
administering the policies may exceed related charges by Pruco Life.
B. ADMINISTRATIVE CHARGES
Administrative charges are determined daily using an effective annual rate of
0.35% applied daily against the net assets representing equity of contract
owners held in each subaccount for SPVA and SPVL. Administrative charges
include costs associated with issuing the contract, establishing and
maintaining records, and providing reports to contract owners.
C. COST OF INSURANCE CHARGES
Contract owner contributions are subject to certain deductions prior to being
invested in the Real Property Account. The deductions for VAL and VLI are (1)
state premium taxes; (2) sales charges which are deducted in order to
compensate Pruco Life for the cost of selling the contract and (3)
transaction costs, applicable to VAL, are deducted from each premium payment
to cover premium collection and processing costs. Contracts are also subject
to monthly charges for the costs of administering the contract and to
compensate Pruco Life for the guaranteed minimum death benefit risk.
A3 - Real Property
<PAGE>
D. DEFERRED SALES CHARGE
A deferred sales charge is imposed upon the surrender of certain variable
life insurance contracts to compensate Pruco Life for sales and other
marketing expenses. The amount of any sales charge will depend on the number
of years that have elapsed since the contract was issued. No sales charge
will be imposed after the sixth and tenth year of the contract for SPVL and
VAL, respectively. No sales charge will be imposed on death benefits.
E. PARTIAL WITHDRAWAL CHARGE
A charge is imposed by Pruco Life on partial withdrawals of the cash
surrender value for VAL. A charge equal to the lesser of $15 or 2% will be
made in connection with each partial withdrawal of the cash surrender value
of a contract.
NOTE 6: TAXES
Pruco Life is taxed as a "life insurance company" as defined by the Internal
Revenue Code and the results of operations of the Real Property Account form
a part of Prudential's consolidated federal tax return. Under current federal
law, no federal income taxes are payable by the Real Property Account. As
such, no provision for the tax liability has been recorded in these financial
statements.
NOTE 7: NET WITHDRAWALS BY CONTRACT OWNERS
Contract owner activity for the real estate investment option in Pruco Life's
variable insurance and variable annuity products for the years ended
December 31, 1998 and 1997, were as follows:
<TABLE>
<CAPTION>
1998:
- -----
VAL VLI SPVA SPVL TOTAL
--- --- ---- ---- -----
<S> <C> <C> <C> <C> <C>
CONTRACT OWNER NET PAYMENTS: $ 5,904,685 $ 480,512 $ 0 $ 0 $ 6,385,197
POLICY LOANS: (2,370,550) (105,592) 0 (188,675) (2,664,817)
POLICY LOAN REPAYMENTS AND INTEREST: 1,807,322 81,893 0 219,707 2,108,922
SURRENDERS, WITHDRAWALS, AND DEATH BENEFITS: (4,498,494) (335,108) (350,787) (391,714) (5,576,103)
NET TRANSFERS FROM (TO) OTHER SUBACCOUNTS
OR FIXED RATE OPTIONS: (2,987,279) (130,821) 7,921 (106,815) (3,216,994)
ADMINISTRATIVE AND OTHER CHARGES: (3,441,506) (191,621) (383) (37,427) (3,670,937)
---------------- ------------- -------------- -------------- ---------------
NET WITHDRAWALS BY CONTRACT OWNERS $ (5,585,822) $ (200,737) $(343,249) $(504,924) $(6,634,732)
================ ============= ============== ============== ===============
<CAPTION>
1997:
- -----
VAL VLI SPVA SPVL TOTAL
--- --- ---- ---- -----
<S> <C> <C> <C> <C> <C>
CONTRACT OWNER NET PAYMENTS: $ 7,135,438 $ 547,314 $ (363) $ 2,354 $ 7,684,743
POLICY LOANS: (2,744,920) (127,090) 0 (133,268) (3,005,278)
POLICY LOAN REPAYMENTS AND INTEREST: 2,059,190 78,708 0 120,176 2,258,074
SURRENDERS, WITHDRAWALS, AND DEATH BENEFITS: (4,877,439) (403,603) (563,563) (345,999) (6,190,604)
NET TRANSFERS FROM (TO) OTHER SUBACCOUNTS
OR FIXED RATE OPTIONS: (4,465,593) (170,032) (73,121) (184,688) (4,893,434)
ADMINISTRATIVE AND OTHER CHARGES: (4,187,469) (195,020) 0 (35,677) (4,418,166)
---------------- ------------- -------------- -------------- ---------------
NET WITHDRAWALS BY CONTRACT OWNERS $ (7,080,793) $ (269,723) $(637,047) $(577,102) $(8,564,665)
================ ============= ============== ============== ===============
</TABLE>
A4 - Real Property
<PAGE>
NOTE 8: UNIT ACTIVITY
Transactions in units for the years ended December 31, 1998, 1997 and 1996 were
as follows:
<TABLE>
<CAPTION>
1998:
- -----
VAL VLI SPVA SPVL
--- --- ---- ----
<S> <C> <C> <C> <C>
CONTRACT OWNER CONTRIBUTIONS: 4,541,673 315,299 13,026 154,339
CONTRACT OWNER REDEMPTIONS: (7,665,746) (423,732) (222,520) (462,608)
<CAPTION>
1997:
- -----
VAL VLI SPVA SPVL
--- --- ---- ----
<S> <C> <C> <C> <C>
CONTRACT OWNER CONTRIBUTIONS: 5,838,667 382,652 3,449 109,432
CONTRACT OWNER REDEMPTIONS: (10,155,002) (542,173) (415,989) (490,928)
<CAPTION>
1996:
- -----
VAL VLI SPVA SPVL
--- --- ---- ----
<S> <C> <C> <C> <C>
CONTRACT OWNER CONTRIBUTIONS: 8,645,307 458,123 39 206,239
CONTRACT OWNER REDEMPTIONS: (12,105,073) (505,822) (242,466) (596,341)
</TABLE>
NOTE 9: PURCHASES AND SALES OF INVESTMENTS
There were no purchases or sales of investments in the Partnership for the year
ended December 31, 1998.
A5 - Real Property
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Contract Owners of the
Pruco Life Variable Contract Real Property Account
and the Board of Directors of
Pruco Life Insurance Company
In our opinion, the accompanying statements of net assets and the related
statements of operations and changes in net assets present fairly, in all
material respects, the financial position of Pruco Life Variable Contract
Real Property Account at December 31, 1998 and 1997, and the results of its
operations and the changes in its net assets for the three years in the
period ended December 31, 1998, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
Pruco Life Insurance Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted
our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits, which included confirmation of shares owned in The
Prudential Variable Contract Real Property Partnership at December 31, 1998
and 1997, provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
New York, New York
March 19, 1999
A6 - Real Property
<PAGE>
INDEX
-----
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
<S> <C>
Statements of Assets and Liabilities - December 31, 1998 and 1997 B1
Statements of Operations - Years Ended December 31, 1998, 1997 and 1996 B2
Statements of Changes in Net Assets - Years Ended December 31, 1998, 1997 and 1996 B3
Statements of Cash Flows - Years Ended December 31, 1998, 1997 and 1996 B4
Schedule of Investments - December 31, 1998 and 1997 B5
Notes to Financial Statements B8
Reports of Independent Accountants B12
</TABLE>
INDEX - Real Property
<PAGE>
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
STATEMENTS OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
DECEMBER 31, 1998 DECEMBER 31, 1997
----------------- ------------------
<S> <C> <C>
ASSETS
REAL ESTATE INVESTMENTS - At estimated market value:
Real estate and improvements
(cost: 12/31/98 -- $170,045,055; 12/31/97 -- $201,670,248) $155,374,462 $181,317,624
Real estate investment trust (cost: 12/31/98 -- $10,000,005;
12/31/97 -- $10,000,005) 11,554,649 12,523,805
-------------- --------------
Total real estate investments 166,929,111 193,841,429
MARKETABLE SECURITIES - At estimated market value
(cost: 12/31/98 -- $14,967,236; 12/31/97 -- $13,971,421) 14,950,525 13,929,296
CASH AND CASH EQUIVALENTS 58,578,848 12,880,560
DIVIDEND RECEIVABLE 167,275 146,999
OTHER ASSETS (net of allowance for uncollectible
accounts: 12/31/98 -- $66,000; 12/31/97 -- $68,000) 3,623,513 1,946,851
-------------- --------------
Total assets $244,249,272 $222,745,135
============== ==============
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 1,985,400 $ 1,842,027
DUE TO AFFILIATES 1,598,535 832,922
OTHER LIABILITIES 504,940 538,413
-------------- --------------
Total liabilities 4,088,875 3,213,362
COMMITMENTS
PARTNERS' EQUITY 240,160,397 219,531,773
-------------- --------------
TOTAL LIABILITIES AND PARTNERS' EQUITY $244,249,272 $222,745,135
============== ==============
NUMBER OF SHARES OUTSTANDING AT END OF PERIOD 11,848,275 11,848,275
============== ==============
SHARE VALUE AT END OF PERIOD $ 20.27 $ 18.53
============== ==============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS ON PAGES B8 THROUGH B11
B1 - Real Property
<PAGE>
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------
1998 1997 1996
----------------- ------------------ -----------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Revenue from real estate and improvements $ 24,572,642 $ 21,582,968 $ 22,799,694
Income from interest in properties 33,462 435,296 606,558
Dividend income from real estate investment trust 669,100 158,184 0
Interest on short-term investments 1,888,348 2,305,364 2,134,386
----------------- ------------------ -----------------
Total investment income 27,163,552 24,481,812 25,540,638
----------------- ------------------ -----------------
INVESTMENT EXPENSES:
Investment management fee 2,900,445 2,640,470 2,494,229
Real estate taxes 2,406,624 2,208,972 2,367,404
Administrative expense 1,951,235 2,326,155 1,865,433
Operating expense 4,071,735 3,296,350 2,904,620
Interest expense 0 220,118 489,434
----------------- ------------------ -----------------
Total investment expenses 11,330,039 10,692,065 10,121,120
----------------- ------------------ -----------------
NET INVESTMENT INCOME 15,833,513 13,789,747 15,419,518
----------------- ------------------ -----------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net proceeds from real estate investments
sold 37,443,762 6,297,422 20,497,789
Less: Cost of real estate investments sold 37,361,533 6,274,539 26,610,932
Realization of prior years' unrealized
gain on real estate investments sold (2,969,150) (283,157) (4,539,996)
----------------- ------------------ -----------------
Net gain (loss) realized on real estate
investments sold 3,051,379 306,040 (1,573,147)
----------------- ------------------ -----------------
Change in unrealized gain (loss) on real estate
investments 1,743,732 8,179,192 (3,211,436)
----------------- ------------------ -----------------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS 4,795,111 8,485,232 (4,784,583)
----------------- ------------------ -----------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 20,628,624 $ 22,274,979 $ 10,634,935
================= ================== =================
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS ON PAGES B8 THROUGH B11
B2 - Real Property
<PAGE>
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1998 1997 1996
----------------- ------------------ -----------------
<S> <C> <C> <C>
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS:
Net investment income $ 15,833,513 $ 13,789,747 $ 15,419,518
Net gain (loss) realized on real estate
investments sold 3,051,379 306,040 (1,573,147)
Net unrealized gain (loss) from real estate
investments 1,743,732 8,179,192 (3,211,436)
----------------- ---------------- -----------------
Net increase in net assets resulting from
operations 20,628,624 22,274,979 10,634,935
----------------- ---------------- -----------------
NET DECREASE IN NET ASSETS RESULTING
FROM CAPITAL TRANSACTIONS:
Withdrawals by partners
(Shares: 1998 -- 0; 1997 -- 0; 1996 -- 188,409 0 0 (3,000,000)
shares, respectively)
----------------- ---------------- -----------------
Net decrease in net assets resulting from
capital transactions 0 0 (3,000,000)
----------------- ---------------- -----------------
NET INCREASE IN NET ASSETS 20,628,624 22,274,979 7,634,935
NET ASSETS - Beginning of year 219,531,773 197,256,794 189,621,859
----------------- ---------------- -----------------
NET ASSETS - End of year $ 240,160,397 $ 219,531,773 $ 197,256,794
================= ================ =================
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS ON PAGES B8 THROUGH B11
B3 - Real Property
<PAGE>
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1998 1997 1996
--------------- --------------- ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in net assets resulting from operations $ 20,628,624 $ 22,274,979 $ 10,634,935
Adjustments to reconcile net increase in net assets
resulting from operations to net cash provided by
operating activities:
Net realized and unrealized (gain) loss on
investments (4,795,111) (8,485,232) 4,784,583
Bad Debt Expense 28,264 99,929 14,201
(Increase) decrease in:
Dividend receivable (20,276) (146,999) 0
Other assets (1,704,926) 20,136 (337,812)
(Decrease) increase in:
Obligation under capital lease 0 (72,677) 190,256
Accounts payable and accrued expenses 143,373 201,667 (502,254)
Due to affiliates 765,613 113,722 36,405
Other liabilities (33,473) 71,404 (197,060)
--------------- --------------- ---------------
Net cash flows from operating activities 15,012,088 14,076,929 14,623,254
--------------- --------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from real estate investments
sold 37,443,762 6,297,422 20,497,789
Acquisition of real estate property 0 (23,417,474) (10,713,722)
Acquisition of real estate investment trust 0 (10,000,005) 0
Improvements and additional costs on prior purchases:
Additions to real estate owned (5,736,333) (1,311,864) (997,893)
Additions to real estate partnerships 0 0 0
Sale (purchase) of marketable securities, net (1,021,229) 10,497,348 (13,894,489)
--------------- --------------- ---------------
Net cash flows from investing activities 30,686,200 (17,934,573) (5,108,315)
--------------- --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Withdrawals by partners 0 0 (3,000,000)
Principal payments on capital lease obligation 0 (4,000,000) 0
--------------- --------------- ---------------
Net cash flows from financing activities 0 (4,000,000) (3,000,000)
--------------- --------------- ---------------
NET CHANGE IN CASH AND CASH
EQUIVALENTS 45,698,288 (7,857,644) 6,514,939
CASH AND CASH EQUIVALENTS - Beginning of year 12,880,560 20,738,204 14,223,265
--------------- --------------- ---------------
CASH AND CASH EQUIVALENTS - End of year $ 58,578,848 $ 12,880,560 $ 20,738,204
=============== =============== ===============
SUPPLEMENTAL INFORMATION:
Cash paid during the year for interest $ 0 $ 220,118 $ 376,450
=============== =============== ===============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS ON PAGES B8 THROUGH B11
B4 - Real Property
<PAGE>
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SCHEDULE OF INVESTMENTS
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
------------------------------- -----------------------------
Estimated Estimated
Market Market
Cost Value Cost Value
--------------------------------------------------------------------
REAL ESTATE AND IMPROVEMENTS (Percent of Net Assets) 64.7% 82.6%
Location Description
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Lisle, IL Office Building $ 21,634,707 $ 14,123,742 $ 17,916,983 $ 10,278,959
Atlanta, GA Garden Apartments 15,601,495 15,651,216 15,446,293 15,100,000
Roswell, GA Retail Shopping Center 32,272,627 28,649,176 31,858,198 29,547,042
Pomona, CA Warehouse 0 0 23,637,049 19,504,612
Morristown, NJ Office Building 19,409,490 11,596,138 18,931,914 10,805,918
Bolingbrook, IL Warehouse 8,948,028 7,000,000 8,948,028 7,100,000
Farmington Hills, MI Garden Apartments 0 0 13,641,971 14,805,258
Raleigh, NC Garden Apartments 15,822,682 16,804,570 15,804,860 16,525,751
Nashville, TN Office Building 8,448,026 10,152,399 8,613,828 9,611,329
Oakbrook Terrace, IL Office Complex 12,945,366 15,750,000 12,725,366 14,100,000
Beaverton, OR Office Complex 10,728,618 11,200,000 10,728,285 10,700,000
Salt Lake City, UT Industrial Building 5,388,134 5,450,000 5,388,134 5,350,000
Aurora, CO Industrial Building 9,304,171 9,497,221 8,540,585 8,400,000
Brentwood, TN Office Complex 9,541,711 9,500,000 9,488,754 9,488,755
--------------------------------------------------------------------
$ 170,045,055 $ 155,374,462 $ 201,670,248 $ 181,317,624
====================================================================
REAL ESTATE INVESTMENT TRUST (Percent of Net Assets) 4.8% 5.7%
==============================================================================================================================
Meridian REIT Shares (506,894 shares) $ 10,000,005 $ 11,554,649 $ 10,000,005 $ 12,523,805
============== ============== ============= =============
December 31, 1998 December 31, 1997
-------------------------------- ------------------------------
Estimated Estimated
Market Market
Cost Value Cost Value
-------------- -------------- ------------- -------------
MARKETABLE SECURITIES (Percent of Net Assets) 6.2% 6.3%
Description
=============================================================================================================================
Marketable Securities $ 14,967,236 $ 14,950,525 $ 13,971,421 $ 13,929,296
=========== =========== =========== ===========
CASH AND CASH EQUIVALENTS (Percent of Net Assets) 24.4% 5.9%
Description
==============================================================================================================================
Commercial Paper and Cash $ 58,578,848 $ 58,578,848 $ 12,880,560 $ 12,880,560
============== ============== ============= =============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS ON PAGES B8 THROUGH B11
B5 - Real Property
<PAGE>
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SCHEDULE OF INVESTMENTS
<TABLE>
<CAPTION>
DECEMBER 31, 1998
--------------------------------------------------------------
NET ESTIMATED
FACE AMOUNT COST MARKET VALUE
------------------- ------------------ -------------------
<S> <C> <C> <C>
MARKETABLE SECURITIES (PERCENT OF NET ASSETS) 6.2%
General Motors Acceptance Corp., 5.26%, January 26, 1999 $ 830,000 $ 817,556 $ 817,556
American Express Credit Corp., 7.375%, February 1, 1999 325,000 329,342 325,418
Canadian Imperial Bank of Commerce, 5.55%, February 10, 1999 1,000,000 999,520 999,947
Federal National Mortgage Assoc., 5.33%, February 12, 1999 100,000 99,703 99,703
Salomon Smith Barney Holdings, Inc., 5.38%, February 16, 1999 1,720,000 1,695,137 1,695,397
General Motors Acceptance Corp., 5.29 %, February 17, 1999 650,000 641,501 641,501
Chrysler Financial Company LLC , 5.26%, February 22, 1999 2,400,000 2,365,700 2,365,700
International Lease Finance Corp., 7.50% March 1, 1999 500,000 508,250 501,367
Federal Home Loan Mortgage Corp., 5.505%, March 12, 1999 1,000,000 1,000,856 1,000,630
General Motors Acceptance Corp., 6.04%, March 19, 1999 1,000,000 1,003,480 1,000,707
Merrill Lynch & Co. Inc., 5.23%, March 19, 1999 1,790,000 1,758,820 1,758,820
Canadian Wheat Board, 5.14%, April 1, 1999 2,000,000 1,962,406 1,962,406
International Lease Finance Corp., 6.625%, April 1, 1999 375,000 377,419 375,721
CIT Group Holdings, Inc., 6.375%, May 21, 1999 400,000 402,120 400,873
Federal National Mortgage Assoc., 6.07%, July 1, 1999 1,000,000 1,005,426 1,004,779
------------------- ------------------ -------------------
TOTAL MARKETABLE SECURITIES $ 15,090,000 $ 14,967,236 $ 14,950,525
=================== ================== ===================
CASH AND CASH EQUIVALENTS (PERCENT OF NET ASSETS) 24.4%
Countrywide Home Loans, 5.403%, January 4, 1999 $ 1,000,000 $ 999,400 $ 999,400
Fortune Brands Inc., 5.05%, January 4, 1999 3,463,000 3,461,057 3,461,057
Xerox Capital (Europe) PLC, 5.303%, January 4, 1999 3,483,000 3,480,949 3,480,949
Federal National Mortgage Assoc., 5.77%, January 5, 1999 10,401,000 10,000,000 10,000,000
Ford Motor Credit Co., 5.454%, January 5, 1999 500,000 499,622 499,622
Pioneer Hi-BRED International, 5.665%, January 7, 1999 1,000,000 997,332 997,332
Ford Motor Credit Co., 6.11%, January 8, 1999 167,000 166,717 166,717
Deere & Co., 5.372 %, January 13, 1999 2,520,000 2,509,514 2,509,514
E.I. Du Pont De Nemours & Co. Inc., 5.277%, January 13, 1999 648,000 644,598 644,598
Household Finance Corp., 5.356 %, January 13, 1999 175,000 174,119 174,119
Household Finance Corp., 5.355% , January 15, 1999 2,343,000 2,331,899 2,331,899
Potomac Electric Power Co., 5.569%, January 15, 1999 3,122,000 3,110,930 3,110,930
Chrysler Financial Corp., 5.537%, January 25, 1999 1,164,000 1,158,121 1,158,121
Eastman Kodak Co., 5.232%, January 26, 1999 2,518,000 2,502,360 2,502,360
Cigna Corp., 5.559%, January 27, 1999 1,819,000 1,809,220 1,809,220
Cigna Group Holdings, Inc. 5.334%, January 27, 1999 1,851,000 1,835,496 1,835,496
Countrywide Home Loan, Inc. 5.506%, January 27, 1999 1,342,000 1,333,028 1,333,028
Countrywide Home Loan, Inc. 5.587%, January 27, 1999 1,177,000 1,169,197 1,169,197
General RE Corp., 5.187% , January 29, 1999 542,000 538,046 538,046
PNC Funding Corp., 5.728%, January 29, 1999 2,500,000 2,487,729 2,487,729
GTE Funding, Inc., 5.211%, February 1, 1999 2,526,000 2,506,048 2,506,048
Norwest Financial, Inc., 5.536%, February 3, 1999 3,563,000 3,539,593 3,539,593
CIGNA Corp., 5.233%, February 4, 1999 1,745,000 1,730,660 1,730,660
General Electric Capital Corp., 5.537%, February 4, 1999 3,563,000 3,539,049 3,539,049
Associates First Capital Corp., 5.241%, February 8, 1999 2,519,000 2,498,988 2,498,988
GTE Funding, Inc., 5.304%, February 11, 1999 1,000,000 993,413 993,413
------------------- ------------------ -------------------
TOTAL CASH EQUIVALENTS 56,651,000 56,017,086 56,017,086
CASH 2,561,762 2,561,762 2,561,762
------------------- ------------------ -------------------
TOTAL CASH AND CASH EQUIVALENTS $ 59,212,762 $ 58,578,848 $ 58,578,848
=================== ================== ===================
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS ON PAGES B8 THROUGH B11
B6 - Real Property
<PAGE>
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SCHEDULE OF INVESTMENTS
<TABLE>
<CAPTION>
DECEMBER 31, 1997
----------------------------------------------------
FACE NET ESTIMATED
AMOUNT COST MARKET VALUE
------------ ------------ ------------
<S> <C> <C> <C>
MARKETABLE SECURITIES (PERCENT OF NET ASSETS) 6.3%
International Lease Finance Corp., 5.92%, January 15, 1998 $ 500,000 $ 499,083 $ 499,956
Smith Barney Holding Inc., 5.70%, January 28, 1998 1,304,000 1,285,475 1,285,475
Suntrust Banks, 8.875%, February 1, 1998 1,500,000 1,517,880 1,503,553
Chase Manhattan Bank, 5.75%, February 10, 1998 2,000,000 2,000,000 2,000,000
Beneficial Corp., 9.125%, February 15, 1998 700,000 705,948 702,456
Citicorp, 10.15%, February 15, 1998 200,000 207,324 200,969
General Motors Acceptance Corp., 5.9%, February 19, 1998 985,000 994,545 986,218
General Motors Acceptance Corp., 5.9875%, February 23, 1998 1,300,000 1,299,363 1,299,894
American General Finance Corp., 7.25%, March 1, 1998 500,000 507,880 501,217
Commercial Credit Co., 5.7%, March 1, 1998 375,000 375,199 375,031
Associates Corp. of North America, 7.3%, March 15, 1998 400,000 406,635 401,242
International Lease Finance Corp., 5.75%, March 15, 1998 400,000 399,940 399,988
Morgan Guaranty Trust Co., 5.85%, March 16, 1998 500,000 499,855 499,971
Royal Bank of Canada, 5.91%, June 17, 1998 2,000,000 1,998,853 1,999,475
FCC National Bank, 5.75281%, July 2, 1998 1,025,000 1,024,202 1,024,602
General Mills Inc., 5.38%, July 8, 1998 250,000 249,238 249,249
------------ ------------ ------------
TOTAL MARKETABLE SECURITIES $ 13,939,000 $ 13,971,421 $ 13,929,296
============ ============ ============
CASH AND CASH EQUIVALENTS (PERCENT OF NET ASSETS) 5.9%
Barnett Bank, Inc., 6.70%, January 2, 1998 $ 1,235,000 $ 1,234,540 $ 1,234,540
American Greetings Corp., 6.26%, January 5, 1998 1,250,000 1,247,179 1,247,179
Xerox Capital, 5.85%, January 6, 1998 1,000,000 995,775 995,775
Nike Inc., 6.10%, January 8, 1998 1,215,000 1,213,353 1,213,353
Paccar Financial Corp., 5.85%, January 9, 1998 1,000,000 996,100 996,100
Pitney Bowes Credit Corp., 6.00%, January 13, 1998 750,000 747,375 747,375
Merrill Lynch & Co., Inc. 5.85%, January 15, 1998 1,000,000 994,313 994,313
Bank of Montreal, 5.90%, January 16, 1998 1,000,000 1,000,000 1,000,000
Countrywide Home Loan, Inc., 5.85%, January 22, 1998 1,000,000 993,175 993,175
General Electric Capital Corp., 5.74%, February 9, 1998 1,000,000 990,593 990,593
------------ ------------ ------------
TOTAL CASH EQUIVALENTS 10,450,000 10,412,402 10,412,402
CASH 2,468,158 2,468,158 2,468,158
------------ ------------ ------------
TOTAL CASH AND CASH EQUIVALENTS $ 12,918,158 $ 12,880,560 $ 12,880,560
============ ============ ============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS ON PAGES B8 THROUGH B11
B7 - Real Property
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF
PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
FOR YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
NOTE 1: ORGANIZATION
On April 29, 1988, Prudential Variable Contract Real Property Partnership
(the "Partnership"), a general partnership organized under New Jersey law,
was formed through an agreement among The Prudential Insurance Company of
America ("Prudential"), Pruco Life Insurance Company ("Pruco Life"), and
Pruco Life Insurance Company of New Jersey ("Pruco Life of New Jersey"). The
Partnership was established as a means by which assets allocated to the real
estate investment option under certain variable life insurance and variable
annuity contracts issued by the respective companies could be invested in a
commingled pool. The partners in the Partnership are Prudential, Pruco Life
and Pruco Life of New Jersey.
The Partnership's policy is to invest at least 65% of its assets in direct
ownership interests in income-producing real estate and participating
mortgage loans. Although it is the Partnership's policy to adhere to the
aforementioned percentage, at December 31, 1998, the Partnership's direct
investment in real estate, as described above, temporarily fell to 64.7%. On
February 1, 1999, a distribution of cash brought the Partnership back into
compliance with the 65% policy by increasing the Partnership's direct
investment in real estate to 79.2%. (See Note 6: Subsequent Events). The
estimated market value of the Partnership's shares is determined daily,
consistent with the Partnership Agreement. On each day during which the New
York Stock Exchange is open for business, the net asset value of the
Partnership is estimated using the estimated market value of its assets, as
described in Notes 2A and 2B, reduced by any liabilities of the Partnership.
The periodic adjustments to property values described in Notes 2A and 2B and
other adjustments to previous estimates are made on a prospective basis.
There can be no assurance that all such adjustments to estimates will be
made timely.
Shares of the Partnership are held by Prudential Variable Contract Real
Property Account, Pruco Life Variable Contract Real Property Account and
Pruco Life of New Jersey Variable Contract Real Property Account (the "Real
Property Accounts") and may be purchased and sold at the then current share
value of the Partnership's net assets. Share value is calculated by dividing
the estimated market value of net assets of the Partnership as determined
above by the number of shares outstanding. A contract owner participates in
the Partnership through interests in the Real Property Accounts.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A: REAL ESTATE OWNED AND INTEREST IN PROPERTIES - The Partnership's
investments in real estate owned and interests in properties are
initially valued at their purchase price. Real estate investments are
reported at their estimated market values based upon appraisal reports
prepared by independent real estate appraisers (members of the
Appraisal Institute or an equivalent organization), within a
reasonable amount of time following acquisition of the real estate and
no less frequently than annually thereafter. The Chief Appraiser of
Prudential Comptroller's Department Valuation Unit (Valuation Unit) is
responsible to assure that the valuation process provides independent
and accurate market value estimates. In the interest of maintaining
and monitoring the independence and accuracy of the appraisal process,
the Comptroller of Prudential has appointed a third party firm to act
as the Appraisal Management Firm. The Appraisal Management Firm, among
other responsibilities, approves the selection and scheduling of
external appraisals; engages all external
B8 - Real Property
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF
PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
FOR YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
appraisers; reviews and provides comments on all external appraisals;
prepares all quarterly update appraisals; assists in developing policies
and procedures and assists in the evaluation of the performance and
competency of external appraisers.
The purpose of an appraisal is to estimate the market value of real
estate as of a specific date. Market value has been defined as the
most probable price for which the appraised real estate will sell in
a competitive market under all conditions requisite to fair sale, with
the buyer and seller each acting prudently, knowledgeably, and for
self interest, and assuming that neither is under undue duress.
The estimate of market value generally is a correlation of three
approaches, all of which require the exercise of subjective judgment. The
three approaches are: (1) current cost of reproducing the real estate less
deterioration and functional and economic obsolescence; (2) discounting of
a series of income streams and reversion at a specified yield or by
directly capitalizing a single year income estimate by an appropriate
factor; and (3) value indicated by recent sales of comparable properties in
the market place. In the reconciliation of these three approaches, the one
most heavily relied upon is the one then recognized as the most appropriate
by the independent appraiser for the type of real estate in the market.
As described above, the estimated market value of real estate and real
estate related assets is determined through an appraisal process.
These estimated market values may vary significantly from the prices
at which the real estate investments would sell since market prices of
real estate investments can only be determined by negotiation between
a willing buyer and seller. Although the estimated market values
represent subjective estimates, management believes these estimated
market values are reasonable approximations of market prices and the
aggregate value of investments in real estate is fairly presented as
of December 31, 1998 and 1997.
B: INVESTMENT IN REAL ESTATE INVESTMENT TRUSTS (REITS) - Shares of REITs
are generally valued at their quoted market price. These values may
be adjusted for discounts resulting from restrictions, if any, on the
future sale of these shares, such as lockout periods or limitations
on the number of shares which may be sold in a given time period. Any
such discounts are determined by the Valuation Unit. The Valuation
Unit of Prudential applied a 3% discount to the market value of the
REIT shares at December 31, 1998. This discount is being applied
because of the restriction which limits the number of shares that can
be publicly traded during any six month period to 30% of the total
shares originally acquired.
C: REVENUE RECOGNITION - Rent from real estate is recognized when billed.
Revenue from certain real estate investments is net of all or a
portion of related real estate expenses and taxes. Since real estate
is stated at estimated market value, net income is not reduced by
depreciation and amortization expense. Dividend income is accrued at
the ex-dividend date.
D: CASH AND CASH EQUIVALENTS - For purposes of the Statement of Cash
Flows, all short-term investments with an original maturity of three
months or less are considered to be cash equivalents.
B9 - Real Property
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF
PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
FOR YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
Cash of $114,745 and $128,089 at December 31, 1998 and 1997,
respectively, was maintained by the properties for tenant security
deposits and is included in Other Assets on the Statements of Assets
and Liabilities.
E: MARKETABLE SECURITIES - Marketable securities are highly liquid
investments with maturities of more than three months when purchased
and are carried at estimated market value.
F: FEDERAL INCOME TAXES - The Partnership is not a taxable entity under
the provisions of the Internal Revenue Code. The income and capital
gains and losses of the Partnership are attributed, for federal
income tax purposes, to the Partners in the Partnership. The
Partnership may be subject to state and local taxes in jurisdictions
in which it operates.
G: MANAGEMENT'S USE OF ESTIMATES IN THE FINANCIAL STATEMENTS - 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 at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
H: RECLASSIFICATIONS - Certain 1997 amounts in the financial statements
have been reclassified to conform with the 1998 presentation.
NOTE 3: LEASING ACTIVITY
The Partnership leases space to tenants under various operating lease
agreements. These agreements, without giving effect to renewal options, have
expiration dates ranging from 1999 to 2009. At December 31, 1998, the aggregate
future minimum base rental payments under non-cancelable operating leases by
year are:
<TABLE>
<CAPTION>
Year Ending
December 31, (000's)
----------- -------
<S> <C>
1999 $11,037
2000 9,907
2001 9,104
2002 7,576
2003 4,573
Thereafter 10,753
-------
Total $52,950
=======
</TABLE>
NOTE 4: COMMITMENT FROM PARTNER
Prudential has committed to fund up to $100 million to enable the Partnership to
acquire real estate investments. Contributions to the Partnership under this
commitment are utilized for property acquisitions, and returned to Prudential on
an ongoing basis from contract owners' net contributions and other available
cash. The amount of the commitment is reduced by $10 million
B10 - Real Property
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF
PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
FOR YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
for every $100 million in current value net assets of the Partnership. As of
December 31, 1998, Prudential's equity interest in the Partnership under this
commitment was $51 million. At the present time, Prudential does not intend to
make further contributions during the 1999 fiscal year.
NOTE 5: RELATED PARTY TRANSACTIONS
Pursuant to an investment management agreement, Prudential charges the
Partnership a daily investment management fee at an annual rate of 1.25% of the
average daily gross asset valuation of the Partnership. For the years ended
December 31, 1998, 1997 and 1996 management fees incurred by the Partnership
were $2.9 million; $2.6 million; and $2.5 million, respectively.
The Partnership also reimburses Prudential for certain administrative services
rendered by Prudential. The amounts incurred for the years ended December 31,
1998, 1997 and 1996 were $116,128; $115,346; and $116,818, respectively, and are
classified as administrative expenses in the Statements of Operations.
The Partnership owned a 50% interest in four warehouse/distribution buildings in
Jacksonville, FL (the unit warehouses). The remaining 50% interest was owned by
Prudential and one of its subsidiaries. In September 1997, the unit warehouses
were sold as part of an industrial package for cash of $12.5 million. The
Partnership's share of the proceeds was $6.3 million.
NOTE 6: SUBSEQUENT EVENTS
On February 1, 1999, $30 million was distributed to the Real Property Accounts.
B11 - Real Property
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Partners of Prudential
Variable Contract Real Property Partnership
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the financial position of
Prudential Variable Contract Real Property Partnership (the "Partnership") at
December 31, 1998 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the management of Prudential Insurance
Company of America; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
New York, New York
February 22, 1999
B12 - Real Property
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<PAGE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant, in conjunction with certain affiliates, maintains insurance on
behalf of any person who is or was a trustee, director, officer, employee, or
agent of the Registrant, or who is or was serving at the request of the
Registrant as a trustee, director, officer, employee or agent of such other
affiliated trust or corporation, against any liability asserted against and
incurred by him or her arising out of his or her position with such trust or
corporation.
Arizona, being the state of organization of Pruco Life Insurance Company
("Pruco"), permits entities organized under its jurisdiction to indemnify
directors and officers with certain limitations. The relevant provisions of
Arizona law permitting indemnification can be found in Section 10-850 et seq. of
the Arizona Statutes Annotated. The text of Pruco's By-law, Article VIII, which
relates to indemnification of officers and directors, is incorporated by
reference to Exhibit 3(ii) to its Form 10-Q, SEC File No. 33-37587, filed August
15, 1997.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 15. NOT APPLICABLE
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
(a) Exhibits
<S> <C>
(1A) Distribution Agreement between Incorporated by reference to
Pruco Securities Corporation and Post-Effective Amendment No. 14 to
Pruco Life Insurance Company with Form S-6, Registration Statement No.
respect to the Pruco Life Variable 2-80513, filed March 1, 1990, on
Insurance Account. behalf of the Pruco Life Variable
Insurance Account.
(1B) Distribution Agreement between Incorporated by reference to Form
Pruco Securities Corporation and S-6, Registration Statement No.
Pruco Life Insurance Company with 2-89558, filed February 21, 1984, on
respect to the Pruco Life Variable behalf of the Pruco Life Variable
Appreciable Account Appreciable Account.
(1C) Distribution Agreement between Incorporated by reference to Form
Pruco Securities Corporation and S-1, Registration No. 33-86780, filed
Pruco Life Insurance Company with April 9, 1997, on behalf of the Pruco
respect to the Pruco Life Single Life Variable Contract Real Property
Premium Variable Life Account and Account.
Pruco Life Single Premium Variable
Annuity Account.
(3A) Articles of Incorporation of Incorporated by reference to Form
Pruco Life Insurance Company, as S-6, Registration No. 333-07451,
amended October 19, 1993. filed July 2, 1996, on behalf of the
Pruco Life Variable Appreciable
Account.
(3B) By-Laws of Pruco Life Insurance Incorporated by reference to Form
Company, as amended May 6, 1997. 10-Q, Registration No. 033-37587,
filed August 15, 1997, on behalf of
the Pruco Life Insurance Company.
(3C) Resolution of the Board of Incorporated by reference to Form
Directors establishing Pruco Life S-1, Registration No. 33-86780, filed
Variable Contract Real Property April 9, 1997, on behalf of the Pruco
Account. Life Variable Contract Real Property
Account.
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C>
(4A) Variable Life Insurance Contract. Incorporated by reference to
Pre-Effective Amendment No. 1 to Form
S-6, Registration Statement No.
2-80513, filed February 17, 1983, on
behalf of the Pruco Life Variable
Insurance Account.
(4B)(i) Revised Variable Appreciable Incorporated by reference to
Life Insurance Contract with fixed Post-Effective Amendment No. 5 to
death benefit. Form S-6, Registration Statement No.
2-89558, filed July 10, 1986, on
behalf of the Pruco Life Variable
Appreciable Account.
(4B)(ii) Revised Variable Appreciable Incorporated by reference to
Life Insurance Contract with Post-Effective Amendment No. 5 to
variable death benefit. Form S-6, Registration Statement No.
2-89558, filed July 10, 1986, on
behalf of the Pruco Life Variable
Appreciable Account.
(4C) Single Premium Variable Annuity Incorporated by reference to Form
Contract. S-1, Registration No. 33-86780, filed
April 9, 1997, on behalf of the Pruco
Life Variable Contract Real Property
Account.
(4D) Flexible Premium Variable Life Incorporated by reference to Form
Insurance Contract. S-1, Registration No. 33-86780, filed
April 9, 1997, on behalf of the Pruco
Life Variable Contract Real Property
Account.
(5) Opinion and Consent of Clifford Filed herewith.
E. Kirsch, Esq. as to the legality
of the securities being registered.
(10A) Investment Management Agreement Incorporated by reference to Form
between The Prudential Insurance 10-K, Registration No. 33-08698,
Company of America and The filed May 2, 1988 on behalf of the
Prudential Variable Contract Real Pruco Life Variable Contract Real
Property Partnership. Property Account.
(10B) Service Agreement between The Incorporated by reference to Form
Prudential Insurance Company of 10-K, Registration No. 33-08698,
America and The Prudential filed September 12, 1986 on behalf of
Investment Corporation. the Pruco Life Variable Contract Real
Property Account.
(10C) Partnership Agreement of The Incorporated by reference to Form
Prudential Variable Contract Real 10-K, Registration No. 33-08698,
Property Partnership. filed May 2, 1988 on behalf of the
Pruco Life Variable contract Real
Property Account.
(22) Subsidiary Organizational Chart. Incorporated by reference to Form
S-1, Registration No. 33-86780, filed
April 9, 1997, on behalf of the Pruco
Life Variable Contract Real Property
Account.
(23A) Written consent of Filed herewith.
PricewaterhouseCoopers LLP,
independent accountants.
(23B) Written consent of Clifford E. Incorporated by reference to Exhibit (5)
Kirsch, Esq. hereto.
(24) Powers of Attorney:
(A) W. Bethke, Ira J. Kleinman, E. Incorporated by reference to Form
Milnes, I. Price 10-K, Registration No. 33-08698,
filed March 31, 1997 on behalf of the
Pruco Life Variable Contract Real
Property Account.
(B) J. Avery Incorporated by reference to
Post-Effective Amendment No. 2 to
Form S-6, Registration No. 333-07451,
filed June 25, 1997 on behalf of the
Pruco Life Variable Appreciable
Account.
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
(C) K. Sakaguchi Incorporated by reference to
Post-Effective Amendment No. 8 to
Form S-6, Registration No. 33-49994,
filed April 28, 1997 on behalf of the
(D) D. Sullivan Pruco Life PRUvider Variable
Appreciable Account.
(27) Financial Data Schedule Filed herewith.
(b) Financial Statement Schedules
-----------------------------
Schedule III-Real Estate Owned by The Filed herewith.
Prudential Variable Contract Real
Property Partnership.
Schedule IV-Mortgage Loans on Real Not Applicable.
Estate for The Prudential Variable
Contract Real Property Partnership.
</TABLE>
ITEM 17. UNDERTAKINGS
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that Section.
The undersigned Registrant hereby undertakes (a) to file any prospectuses
required by Section 10(a)(3) of the Securities Act of 1933 as Post-Effective
Amendments to this Registration Statement, (b) that for the purposes of
determining any liability under the 1933 Act, each such Post-Effective Amendment
may be deemed to be a new Registration Statement relating to the securities
offered therein and the offering of such securities at that time may be deemed
to be in the initial bona fide offering thereof, (c) to reflect in the
prospectus any facts or events after the effective date of the registration
statement (or the most recent Post-Effective Amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement, (d) to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement, (e) to remove from registration by means of a Post-
Effective Amendment any of the securities being registered which remain unsold
at such time as the offering of such securities may be terminated.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Pruco Life Insurance
Company has duly caused this Post-Effective Amendment No. 6 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newark, State of New Jersey, on the 12th day of
April, 1999.
Pruco Life Insurance Company
In Respect of
Pruco Life
Variable Contract Real Property
Account
By: /s/ Esther H. Milnes
-----------------------------
Esther H. Milnes
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 6 to the Registration Statement has been signed below by the
following Directors and Officers of Pruco Life Insurance Company in the
capacities indicated on this 12th day of April, 1999.
Signature and Title
-------------------
/s/ *
- -----------------------------
Esther H. Milnes
President and Director
/s/ *
- -----------------------------
Dennis G. Sullivan
Vice President and Chief Accounting Officer
/s/ *
- -----------------------------
James J. Avery, Jr.
Director
*By: /s/ Thomas C. Castano
------------------------
Thomas C.Castano
(Attorney-in-Fact)
/s/ *
- -----------------------------
William M. Bethke
Director
/s/ *
- -----------------------------
Ira J. Kleinman
Director
/s/ *
- -----------------------------
I. Edward Price
Director
/s/ *
- -----------------------------
Kiyofumi Sakaguchi
Director
II-4
<PAGE>
EXHIBIT INDEX
(a)(5) Opinion and Consent of Page II-6
Clifford E. Kirsch, Esq.as to the
legality of the securities being
registered.
(23A) Written consent of PricewaterhouseCoopers LLP, Page II-7
independent accountants.
(24)(D) Power of Attorney Page II-8
(b) Financial Statement Schedules
-----------------------------
Schedule III-Real Estate Owned by The Page II-10
Prudential Variable Contract Real
Property Partnership.
(27.2) Financial Data Schedule for Page II-12
The Prudential Real Property Partnership.
II-5
<PAGE>
Exhibit 5
April 12, 1999
Pruco Life Insurance Company
213 Washington Street
Newark, New Jersey 07102-2992
Gentlemen:
In my capacity as Chief Counsel of Pruco Life Insurance Company ("Pruco Life"),
I have reviewed the establishment of Pruco Life Variable Contract Real Property
Account (the "Account") on August 27, 1986 by the Executive Committee of the
Board of Directors of Pruco Life as a separate account for assets applicable to
certain variable life insurance contracts and variable annuity contracts,
pursuant to the provisions of Section 20-651 of the Arizona Insurance Code. I
was responsible for the oversight of the preparation and review of the
Registration Statement on Form S-1, as amended, filed by Pruco Life with the
Securities and Exchange Commission (Registration No. 33-86780) under the
Securities Act of 1933 for the registration of the Account.
I am of the following opinion:
(1) Pruco Life was duly organized under the laws of Arizona and is a
validly existing corporation.
(2) The Account has been duly created and is validly existing as a
separate account pursuant to the aforesaid provisions of Arizona law.
(3) The portion of the assets held in the Account equal to the reserves
and other liabilities for variable benefits under the variable life
insurance contracts and variable annuity contracts is not chargeable
with liabilities arising out of any other business Pruco Life may
conduct.
(4) The variable life insurance contracts and variable annuity contracts,
are legal and binding obligations of Pruco Life in accordance with
their terms.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as I judged to be necessary or
appropriate.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/
- -------------------
Clifford E. Kirsch
II-6
<PAGE>
Exhibit(a)23A
Consent of Independent Accountants
We hereby consent to the use in the Prospectus constituting part of this Post-
Effective Amendment No. 6 to the registration statement on Form S-1 (the
"Registration Statement") of our reports dated March 19, 1999 and February 22,
1999, relating to the financial statements of the Pruco Life Variable Contract
Real Property Account and The Prudential Variable Contract Real Property
Partnership, respectively, which appear in such Prospectus. We also consent to
the application of our report, dated February 22, 1999, to the Financial
Statement Schedules of The Prudential Variable Contract Real Property
Partnership for the three years ended December 31, 1998 listed under item 16(b)
of this Registration Statement when such schedules are read in conjunction with
the financial statements referred to in our report. The audits referred to in
such report also included these schedules. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
PricewaterhouseCoopers LLP
New York, New York
April 12, 1999
II-7
<PAGE>
Exhibit (24)(D)
POWER OF ATTORNEY
-----------------
Know all men by these presents:
That I, Dennis G. Sullivan, of North Brunswick, New Jersey, Vice President
------------------ ---------------- ----------
and Chief Accounting Officer of Pruco Life Insurance Company, do hereby make,
constitute and appoint as my true and lawful attorneys in fact CLIFFORD E.
KIRSCH, THOMAS C. CASTANO, RICHARD E. MEADE, THOMAS J. LOFTUS, and ARTHUR WOODS,
or any of them severally for me in my name, place and stead to sign, where
applicable: Annual Reports on Form 10-K, registration statements on the
appropriate forms prescribed by the Securities and Exchange Commission, and any
other periodic documents and reports required under the Investment Company Act
of 1940, the Securities Act of 1933, and the Securities Exchange Act of 1934,
and all amendments thereto executed on behalf of Pruco Life Insurance Company
and filed with the Securities and Exchange Commission for the following:
The Pruco Life PRUvider Variable Appreciable Account and variable life
insurance contracts, to the extent they represent participating interests
in said Account;
The Pruco Life Variable Appreciable Account and flexible premium variable
life insurance contracts, to the extent they represent participating
interests in said Account;
The Pruco Life Variable Insurance Account and scheduled premium variable
life insurance contracts, to the extent they represent participating
interests in said Account;
The Pruco Life Single Premium Variable Life Account and flexible premium
variable life insurance contracts, to the extent they represent
participating interests in said Account;
The Pruco Life Variable Universal Account and flexible premium variable
universal life insurance contracts, to the extent they represent
participating interests in said Account;
The Pruco Life Single Premium Variable Annuity Account and single payment
variable annuity contracts, to the extent they represent participating
interests in said Account;
The Pruco Life Flexible Premium Variable Annuity Account and flexible
premium variable annuity contracts, to the extent they represent
participating interests in said Account;
II-8
<PAGE>
Market value adjustment annuity contracts; and
The Pruco Life Variable Contract Real Property Account and individual
variable life insurance contracts and variable annuity contracts, to the
extent they represent participating interests in said Account.
IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of March, 1999.
---- ----- ----
/s/ Dennis G. Sullivan
-----------------------------------
Signature
State of New Jersey )
-----------
) SS
County of Essex )
-----
On this 25th day of March, 1999, before me personally appeared Dennis G.
---- ----- ---- ---------
Sullivan known to me to be the person mentioned and described in and who
- --------
executed the foregoing instrument and he duly acknowledged to me that he
executed the same.
My commission expires:
August 3, 2003
- --------------
/s/ Alfreda D. Johnson
----------------------
Notary Public
II-9
<PAGE>
<TABLE>
<CAPTION>
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SCHEDULE III - REAL ESTATE OWNED: PROPERTIES
DECEMBER 31, 1998
- ----------------------------------------------------------------------------------------------------------------------------
INITIAL COSTS TO THE PARTNERSHIP
---------------------------------------------------------------
COSTS
CAPITALIZED
BUILDING & SUSEQUENT TO
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS ACQUISITION
----------- ------------ -------- ------------- ------------
<S> <C> <C> <C> <C>
Properties:
Office Building
Lisle, IL None 1,780,000 15,743,881 4,110,826
Garden Apartments
Atlanta, GA None 3,631,212 11,168,904 801,379 (b)
Warehouse
Pomona, CA None 3,412,636 19,091,210 1,133,203
Retail Shopping Center
Roswell, GA None 9,454,622 21,513,677 1,304,328
Office Building
Morristown, NJ None 2,868,660 12,958,451 3,582,379
Office/Warehouse
Bolingbrook, IL None 1,373,199 7,302,518 272,311
Garden Apartments
Farmington Hills, MI None 1,550,000 11,744,571 347,400
Garden Apartments
Raleigh, NC None 1,623,146 14,135,553 63,983
Office Building
Nashville, TN None 1,797,000 6,588,451 62,575
Office Park
Oakbrook Terrace, IL None 1,313,310 11,316,883 315,173
Office Building
Beaverton, OR None 816,415 9,897,307 14,896
Industrial Building
Salt Lake City, UT None 582,457 4,805,676 0
Industrial Building
Aurora, CO None 1,338,175 7,202,411 0
Office Complex
Brentwood, TN None 2,425,000 7,063,755 0
------------------- -------------------- ----------------
33,965,832 160,533,248 12,008,454
=================== ==================== ================
1998 1997 1996
----------------- -------------------- ----------------
(a) Balance at beginning of year 201,670,248 177,082,291 191,981,608
Additions:
Acquistions 0 23,417,474 10,713,722
Improvements, etc. 5,827,888 1,170,483 550,050
Deletions:
Sale (37,453,081) 0 (26,163,089)
------------------ -------------------- ----------------
Balance at end of year 170,045,055 201,670,248 177,082,291
================== ==================== ================
(b) Net of $1,000,000 settlement received from lawsuit.
</TABLE>
<TABLE>
<CAPTION>
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SCHEDULE III - REAL ESTATE OWNED: PROPERTIES
DECEMBER 31, 1998
- ----------------------------------------------------------------------------------------------------------------------------
GROSS AMOUNT AT WHICH
CARRIED AT CLOSE OF YEAR
----------------------------------------------------------------------------------------------------------
BUILDING & 1998 YEAR OF DATE
LAND IMPROVEMENTS SALES TOTAL CONSTRUCTION ACQUIRED
----------- ------------ -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Properties:
Office Building
Lisle, IL 1,780,000 19,854,707 21,634,707 1985 Apr., 1988
Garden Apartments
Atlanta, GA 3,631,212 11,970,283 15,601,495 1987 Apr., 1988
Warehouse
Pomona, CA 4,545,839 19,248,659 (23,794,498) 0 1987 Apr., 1988
Retail Shopping Center
Roswell, GA 9,479,089 22,793,538 32,272,627 1988 Jan., 1989
Office Building
Morristown, NJ 2,868,660 16,540,830 19,409,490 1981 Aug., 1988
Office/Warehouse
Bolingbrook, IL 1,373,199 7,574,829 8,948,028 1989 Feb., 1990
Garden Apartments
Farmington Hills, MI 1,897,400 11,761,183 (13,658,583) 0 1989 Feb., 1990
Garden Apartments
Raleigh, NC 1,623,146 14,199,536 15,822,682 1995 Jun., 1995
Office Building
Nashville, TN 1,797,327 6,650,699 8,448,026 1982 Oct., 1995
Office Park
Oakbrook Terrace, IL 1,313,821 11,631,545 12,945,366 1988 Dec., 1995
Office Building
Beaverton, OR 816,415 9,912,203 10,728,618 1995 Dec., 1996
Industrial Building
Salt Lake City, UT 582,457 4,805,676 5,388,133 1997 Jul., 1997
Industrial Building
Aurora, CO 1,338,175 7,965,996 9,304,171 1997 Sep., 1997
Office Complex
Brentwood, TN 2,425,000 7,116,711 9,541,711 1987 Oct., 1997
---------------- ------------- ------------- -------------
35,471,740 172,026,396 (37,453,081) 170,045,055
================ ============= ============= =============
</TABLE>
II-10
<PAGE>
<TABLE>
<CAPTION>
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SCHEDULE III - REAL ESTATE OWNED: INTEREST IN PROPERTIES
DECEMBER 31, 1998
----------------------------------------------------------------------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Balance at beginning of year $ 0 $ 6,133,157 $6,133,157
Additions:
Acquistions 0 0 0
Improvements, etc. 0 0 0
Deletions:
Sale 0 (6,133,157) 0
----------- ----------- ----------
Balance at end of year $ 0 $ 0 $6,133,157
=========== =========== ==========
</TABLE>
II-11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATEMENTS
OF ASSETS & LIABILITIES; STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 58,578,848
<SECURITIES> 14,950,525
<RECEIVABLES> 167,275
<ALLOWANCES> 66,000
<INVENTORY> 0
<CURRENT-ASSETS> 170,552,624
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 244,249,272
<CURRENT-LIABILITIES> 4,088,875
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 240,160,397
<TOTAL-LIABILITY-AND-EQUITY> 244,249,272
<SALES> 0
<TOTAL-REVENUES> 27,163,552
<CGS> 0
<TOTAL-COSTS> 11,330,039
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,833,513
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
