UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file 33-15597
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DIVERSIFIED HISTORIC INVESTORS V
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2479468
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 500, 1521 LOCUST STREET, PHILADELPHIA, PA 19102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 735-5001
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Securities registered pursuant to Section 12(b) of the Act: NONE
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Securities registered pursuant to Section 12(g) of the Act: 11,142 Units
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UNITS OF LIMITED PARTNERSHIP INTEREST
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of Units held by non-affiliates of the Registrant:
Not Applicable*
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* Securities not quoted in any trading market to Registrant's knowledge.
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PART I
Item 1. Business
a. General Development of Business
Diversified Historic Investors V ("Registrant") is a
limited partnership formed in 1987 under the Pennsylvania Uniform Limited
Partnership Act. As of December 31, 1995, Registrant had outstanding 11,142
units of limited partnership interest (the "Units").
Registrant is currently in its operating stage. It
currently owns three properties or interests therein. See Item 2. Properties,
for a description thereof. For a discussion of the operations of the Registrant,
See Part II. Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The following is a summary of significant transactions
involving the Registrant's interests:
On February 9, 1995 the Registrant refinanced the
outstanding bonds on the Radisson Redick. The refinancing changed the interest
rate from 7.75% to a variable rate, giving due regard to prevailing financial
market conditions, which in no event shall exceed 7.75%. The change to a
variable rate has resulted in lower interest expense and additional cash flow.
The additional cash flow will be utilized primarily to fund the note payable
relating to the refinancing (see below) and ongoing operations. See Item 2.
Results of Operations. In connection with the refinancing, the Registrant
incurred approximately $250,000 of loan costs which were capitalized and are
being amortized over the remaining term of the bonds. The loan costs were
financed with a note payable which bears interest at 13% and is payable in
twenty-one equal monthly installments of $10,550.24 of principal plus interest
commencing March 1, 1995.
b. Financial Information about Industry Segments
The Registrant operates in one industry segment.
c. Narrative Description of the Business
Registrant is in the business of operating, holding,
selling, exchanging and otherwise dealing in and with real properties containing
improvements which are "Certified Historic Structures," as such term is defined
in the Internal Revenue Code (the "Code"), for use as apartments, offices,
hotels and commercial spaces, or any combination thereof, or low income housing
eligible for the investment tax credit provided by Section 42 of the Code, and
such other uses as the Registrant's general partner may deem appropriate.
Since the Registrant's inception, all the properties
acquired either by the Registrant, or the subsidiary partnerships in which it
has an interest, have been rehabilitated and certified as Historic Structures
and have received the related Investment Tax Credit. Two properties have been
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held for rental operations and one for hotel operations. At this time it is
anticipated that all the properties will continue to be held for these purposes.
At such time as real property values begin to increase, the Registrant will
re-evaluate its investment strategy regarding the properties.
As of December 31, 1995, Registrant owns three
properties (or interests therein), located in Nebraska (one), Pennsylvania
(one), and Louisiana (one). The Properties contain 89 hotel rooms, 126 apartment
units and approximately 8,550 square feet ("sf") of commercial space. As of
December 31, 1995, 122 of the apartment units were under lease at monthly rental
rates ranging from $400 to $1,200 and 1,050 sf of commercial space were under
lease at an annual rental of $5.71 per sf. Rental of the apartment units and
commercial space is not expected to be seasonal. However the hotel does
experience seasonal changes, with the busiest months being August and November
and the slowest months being January and July. For a further discussion of the
Properties, see Item 2, Properties.
The Registrant is affected by and subject to the
general competitive conditions of the residential, commercial and hotel real
estate industries. As a result of the overbuilding that occurred in the 1980's,
the competition for both residential and commercial tenants in the local markets
where the Registrant's residential and commercial properties are located is
generally strong. As a result, the Registrant is forced to keep its rent levels
competitively low in order to maintain moderate to high occupancy levels. The
residential and commercial properties currently owned by the Registrant are
located in New Orleans and a suburb of Philadelphia, Pennsylvania in which there
are several similar historically certified rehabilitated buildings. The
Registrant's main competitors in these market are organizations which own
similar residential and commercial buildings. In these areas, the apartment and
commercial markets remain stable and new construction remains virtually
nonexistent although the availability of favorable home financing has placed
pressure on the rental tenant base. The hotel is located in downtown Omaha,
Nebraska and relies heavily on business travelers to the city. It recently began
an aggressive marketing campaign intended to attract tourists to the hotel by
offering weekend packages. The main competition to the hotel comes from other
chain hotels in the area, especially hotels located closer to the airport.
Registrant has no employees. Registrant's activities
are overseen by Brandywine Construction & Management, Inc. ("BCMI"), a real
estate management firm.
d. Financial Information About Foreign and Domestic Operations
and Export Sales.
See Item 8, Financial Statements and Supplementary
Data.
Item 2. Properties
As of the date hereof, Registrant owned three Properties, or
interests therein. A summary description of each property held at December 31,
1995 is given below.
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a. Radisson Redick Hotel is an historically-certified building
located at 1504 Harney Street, Omaha, Nebraska. In December 1987, the Registrant
acquired the building and is the 100% equity owner of this property. The
property has been rehabilitated as an 89-room hotel. Additionally, the property
has a restaurant with a seating capacity for 160, 3,500 sf. of meeting/banquet
space, 1,650 sf. of commercial space, and 45,510 sf. of garage space (119
covered spaces). The acquisition and rehabilitation price of this property was
approximately $9,500,000 ($71 per sf), financed in part by industrial revenue
bonds from the City of Omaha of $6,500,000 (principal balance at December 31,
1995 of $6,005,000). On February 9, 1995, the Registrant refinanced the
outstanding bonds which lowered the interest rate from 7.75% to a variable rate,
giving due regard to prevailing financial market conditions, but in no event
shall the variable rate exceed 7.75%. The interest rate averaged 4.92% during
1995. Payments of interest only are due on the bonds monthly beginning March 2,
1995 with the entire principal balance due on November 1, 1996. The property is
managed by an independent hotel management firm. Nightly room rates for the
hotel range from $88.87 to $123.79, and the annual rental rate for the 1,050 sf
of leased commercial space is $5.71 per sf. Average occupancy was 83% in 1995 at
an average room rate of $94.24. The occupancy for the previous four years has
been 71.9% for 1994, 72.6% for 1993, 70.6% for 1992 and 68.7% for 1991. The
average room rates have been $90.84 for 1994, $79.66 for 1993, $75.36 for 1992
and $76.33 for 1991. The range for annual rents for commercial space has been
$5.71 for 1994, $3.60 for 1993, $6 per sf for 1992 and $7 to $9 per sf for 1991.
The one tenant who occupies the commercial space operates principally as a
retail store. For tax purposes, this property has a federal tax basis of
$9,796,629 and is depreciated using the straight-line method with a useful life
of 31.5 years. The annual real estate taxes are $107,139 which is based on an
assessed value of $3,818,100 taxed at a rate of $2.80608 per $100. It is the
opinion of the management of the Registrant that the property is adequately
covered by insurance.
b. The Lofts at Red Hill is an historically-certified,
four-story former factory located at 350 Main Street, Red Hill Borough,
Pennsylvania. In December 1987, the Registrant acquired the building and is the
100% equity owner of this property. The property was rehabilitated as a 21-unit
rental residential complex. The acquisition and rehabilitation price of this
property was approximately $1,350,000 ($81 per sf). The property is managed by
BCMI. As of December 31, 1995, 19 apartment units were under lease (90%) at
monthly rental rates ranging from $400 to $695. All leases are renewable,
one-year leases. The occupancy for the previous four years was 85% for 1994, 81%
for 1993, 76% for 1992 and 76% for 1991. The monthly rental range has been
approximately the same since 1991. For tax purposes, this property has a federal
tax basis of $1,359,771 and is depreciated using the straight-line method with a
useful life of 27.5 years. The annual real estate taxes are $28,551 which is
based on an assessed value of $91,100 taxed at a rate of $31.35 per $100. No one
tenant occupies ten percent or more of the building. It is the opinion of the
management of the Registrant that the property is adequately covered by
insurance.
c. St. Mary's Market is an historically-certified, four-story
building located at 345 St. Joseph Street, New Orleans, Louisiana. The property
has been rehabilitated as an 105-unit residential complex. Additionally, the
Property has 6,900 sf of commercial space. In December 1987, Registrant was
admitted with a 95% general partner interest, to St. Mary's Market ("SMM"), a
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Louisiana general partnership for a cash contribution of $3,450,000. The
Louisiana general partnership acquired and rehabilitated the Property for
$7,638,000 ($89 per sf), funded by the equity contribution and a mortgage
payable of $4,387,900 (principal balance at December 31, 1995 of $4,273,711).
The note bears interest at 10.25% and is payable in monthly payments of
principal (based on a 40-year amortization) and interest of $38,516 with the
entire balance due on July 1, 2029. The property is managed by a property
management firm which is an affiliate of the Registrant's co-general partner in
SMM. As of December 31, 1995, 103 of the units were under lease (98%) at monthly
rental rates of $550 to $1,200. All leases are renewable, one year leases. The
occupancy for the previous four years was 95% for 1994, 88% for 1993, 83% for
1992 and 92% for 1991. The monthly rental range has been approximately the same
since 1991. None of the commercial space has ever been leased. For tax purposes,
this property has a federal tax basis of $5,068,133 and is depreciated using the
straight-line method with a useful life of 27.5 years. The annual real estate
taxes are $29,011 which is based on an assessed value of $162,810 taxed at a
rate of $17.82 per $100. No one tenant occupies ten percent or more of the
building. It is the opinion of the management of the Registrant that the
property is adequately covered by insurance.
Item 3. Legal Proceedings
a. To the best of its knowledge, Registrant is not a party to,
nor is any of its property the subject of, any pending material legal
proceeding.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fiscal years covered by
this report to a vote of security holders.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
a. There is no established public trading market for the
Units. Registrant does not anticipate any such market will develop. Trading in
the units occurs solely through private transactions. The Registrant is not
aware of the prices at which trades occur. Registrant's records indicate that
45.66 units were sold or exchanged of record in 1995.
b. As of December 31, 1995, there were 1,342 record holders of
Units.
c. Registrant did not declare any cash dividends in 1995 or
1994.
Item 6. Selected Financial Data
The following selected financial data are for the five years
ended December 31, 1995. The data should be read in conjunction with the
consolidated financial statements included elsewhere herein. This data is not
covered by the independent auditors' report.
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<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
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<S> <C> <C> <C> <C> <C>
Rental income $ 1,205,122 $ 1,162,137 $ 1,093,652 $ 1,004,545 $ 1,674,509
Hotel income * 2,548,434 2,394,517 2,307,827 2,343,499 205,629
Interest income 4,576 3,218 8,716 73,686 27,945
Net loss (712,598) (827,606) (808,627) (1,262,935) (910,147)
Net loss per Unit (63.32) (73.54) (71.85) (112.22) (73.52)
Total assets (net of
depreciation and
amortization) 13,517,285 14,035,936 14,927,634 15,636,149 16,802,199
Debt obligations 10,436,965 10,366,177 10,322,192 10,342,288 10,358,967
</TABLE>
* Included in rental income in 1991 are ten months of lease payments received
by the Registrant pursuant to a net lease with the hotel
developer/operator. In November 1991, Registrant terminated the lease. From
that time forward, all revenues from the hotel are included in hotel
income.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(1) Liquidity
As of December 31, 1995, Registrant had cash of
$40,854. Such funds are expected to be used to pay liabilities and general and
administrative expenses of Registrant, and to fund cash deficits of the
properties. Cash generated from operations is used primarily to fund operating
expenses and debt service. If cash flow proves to be insufficient, the
Registrant will attempt to negotiate loan modifications with the various lenders
in order to remain current on all obligations. The Registrant is not aware of
any additional sources of liquidity.
As of December 31, 1995, Registrant had restricted cash
of $241,236 consisting primarily of funds held as security deposits, replacement
reserves and escrows for taxes and insurance. As a consequence of these
restrictions as to use, Registrant does not deem these funds to be a source of
liquidity.
During the first quarter of 1994, approximately
$255,000 of restricted cash held by St. Mary's Market was released of which
$80,000 was paid to the Registrant's co-general partner as a developer's fee and
$175,000 was distributed to the Registrant. These funds had been held as
restricted cash pursuant to the general partnership agreement of St. Mary's
Market General Partnership, which required that the funds be held until December
31, 1993 and then be paid to the general partners. The method to be used to
determine the amounts paid to each party was based upon the property's historic
operating results and was described in an ambiguous manner. A dispute arose
between the Registrant and the co-general partner as to the allocation of these
funds, but was ultimately resolved by negotiations between the parties.
During the second quarter of 1994, the Registrant
utilized cash reserves of $172,349, which had been initially deposited by the
developer, on behalf of the Registrant, to fund shortfalls in debt service at
the Radisson Redick.
(2) Capital Resources
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Due to the recent rehabilitations of the properties,
any capital expenditures needed are generally replacement items and are funded
out of cash from operations or replacement reserves, if any. However, as part of
the determination of the best ultimate use for the commercial space at St.
Mary's Market, the Registrant will need to identify the source of financing for
the necessary fit-up costs Such costs have not been identified or committed to,
and sources of financing for such costs have not been identified as of the date
hereof. The Registrant is not aware of any factors which would cause historical
capital expenditure levels not to be indicative of capital requirements in the
future and accordingly, does not believe that it will have to commit material
resources to capital investment for the foreseeable future.
The Registrant will seek to refinance the outstanding
Radisson Redick Bonds which are scheduled to mature on November 1, 1996. There
can be no assurances that such financing will be available and, if not, the
property will be marketed for sale.
(3) Results of Operations
During 1995, Registrant incurred a net loss of $712,598
($63.32 per limited partnership unit) compared to a net loss of $827,606 ($73.54
per limited partnership unit) in 1994 and a net loss of $808,627 ($71.85 per
limited partnership unit) in 1993.
Rental and hotel income combined increased from
$3,401,479 in 1993 to $3,556,654 in 1994 to $3,753,556 in 1995. The increase
from 1994 to 1995 is the result of an increase of $43,000 in rental income and
an increase of $154,000 in hotel income. The increase in rental income is mainly
attributable to an increase in corporate apartment rentals at St. Mary's Market.
Corporate apartment rentals generate higher revenue than residential rentals
because the leases are generally short term in nature and are rented at higher
monthly rates. Rental income also increased due to higher average occupancy at
the Lofts at Red Hill (85% to 87%). The increase in hotel income is the result
of an increase in average room rates ($90.84 to $94.24) and an increase in
occupancy (71.9% to 83%). The increase from 1993 to 1994 is the result of an
increase of $68,000 in rental income and an increase of $87,000 in hotel income.
The increase in rental income was mainly attributable to an increase in
corporate apartment rentals at St. Mary's Market. The increase in hotel income
was the result of an increase in average room rates ($79.66 to $90.84) while
occupancy remained stable.
Other income increased from $0 in 1993 to $172,349 in
1994 and decreased to $0 in 1995. The increase from 1993 to 1994 is related to
the utilization of cash reserves, which had been initially deposited by the
developer, on behalf of the Registrant, in the second quarter of 1994, to fund
shortfalls in debt service at the Radisson Redick. No reserves were used in
1995.
Expense for rental operations increased from $472,760
in 1993 to $736,861 in 1994 to $746,877 in 1995. The expense for 1994 included a
non-recurring payment of an $80,000 developer's fee referred to in the
"liquidity" section above. Excluding such expense, expenses for rental
operations from 1994 to 1995 increased by approximately $90,000. The increase
from 1994 to 1995 is due to an increase in operating expenses at St. Mary's
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Market primarily corporate apartments and maintenance expense. Corporate
apartments expense increased corresponding to the increase in occupancy.
Maintenance expense increased due to the recarpeting of many units at the
building and the repair of a deck. The increase from 1993 to 1994 is due to
higher operating expenses at both St. Mary's Market and Lofts at Red Hill
including corporate apartments expense, maintenance, commissions, salaries and
payment of the developer's fee of $80,000 described in the "liquidity" section
above. Hotel operations expense increased from $1,917,921 in 1993 to $2,005,783
in 1994 and to $2,036,995 in 1995. The increase from 1993 to 1994 is the result
of an increase in expenses related to promotional specials, management and
royalty fees, legal fees, and wages and salaries.
General and administrative expenses increased from
$99,935 in 1993 to $234,465 in 1994 and decreased to $96,000 in 1995. The
increase from 1993 to 1994 and the decrease from 1994 to 1995 are due to
additional administrative fees charged to the Registrant in the first and second
quarters of 1994 relating to the negotiations at St. Mary's Market described in
the "liquidity" section above.
Interest expense decreased from $912,468 in 1993 to
$906,096 in 1994 and to $765,349 in 1995. The decrease from 1994 to 1995 is the
result of the refinancing of the bonds at the Radisson Redick which lowered the
interest rate from 7.75% to a variable rate which averaged 4.92% in 1995
partially offset by interest expense on the note payable used to finance the
loan costs.
Depreciation and amortization expense decreased from
$816,038 in 1993 to $724,379 in 1994 and increased to $825,509 in 1995. The
increase from 1994 to 1995 is the result of the amortization of loan costs
incurred in connection with the bond refinancing at Radisson Redick. The
decreased expense from 1993 to 1994 is due to the fact that all personal
property at the St. Mary's Market became fully depreciated early in 1994.
Registrant earned $8,716, $3,218 and $4,576 of interest
income during the years 1995, 1994 and 1993, respectively.
Of the total 1995 loss, a loss of approximately
$603,000 was incurred at the Registrant's three properties compared to a loss of
approximately $575,000 in 1994 and a loss of approximately $676,000 in 1993. A
discussion of property operations/activities follows.
In 1995, Registrant incurred a loss of $341,000 at the
Radisson Redick Hotel including $525,000 of depreciation expense, compared to a
loss of $249,000 including $393,000 of depreciation expense in 1994 and a loss
of $465,000, including $386,000 of depreciation expense in 1993. The increased
loss from 1994 to 1995 is due to a decrease in other income and an increase in
amortization expense partially offset by an increase in rooms revenue and a
decrease in interest. The decrease in other income is the result of the
utilization of cash reserves, which had been initially deposited by the
developer, on behalf of the Registrant in 1994 to fund shortfalls in debt
service. Amortization increased due to the amortization of loan fees incurred in
connection with the refinancing of the bonds. Rooms revenue increased due to an
increase in average room rates ($90.84 to $94.24) and an increase in the
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occupancy (71.9% to 83%). The decrease in interest expense is the result of a
decrease in the interest rate from 7.75% to a variable rate which averaged
approximately 4.92% during 1995 partially offset by interest expense on the note
payable used to finance the loan costs. The decreased loss from 1993 to 1994 is
primarily the result of an increase in other income of $172,000 and a $134,000
increase in hotel income offset by an increase in operating expenses of $90,000.
The increase in other income is the result of the utilization of cash reserves,
which had been initially deposited by the developer, on behalf of the Registrant
in 1994 to fund shortfalls in debt service. Hotel income increased mainly due to
an increase in average room rates ($79.66 to $90.84) while occupancy remained
constant. Room rates increased due to various promotional specials the hotel
instituted during 1994. The increase in operating expenses is the result of an
increase in expenses related to promotional specials, management and royalty
fees, and wages and salaries.
In 1995, Registrant incurred a loss of $206,000 at the
St. Mary's Market, including $242,000 of depreciation expense, compared to a
loss of $268,000 including $255,000 of depreciation expense, in 1994 and a loss
of $169,000 including $332,000 of depreciation expense in 1993. The decreased
loss from 1994 to 1995 is due to the payment of the developer's fee of $80,000
in 1994 as described in the "liquidity" section and an increase in rental income
partially offset by an increase in operating expenses at St. Mary's Market such
as corporate apartments expense and maintenance. The increase in rental income
is mainly attributable to an increase in corporate apartment rentals at St.
Mary's Market. Corporate apartment rentals generate higher revenue than
residential rentals because the leases are generally short term in nature and
are rented at higher monthly rates. Corporate apartments expense increased
corresponding to the increase in occupancy. Maintenance expense increased due to
the recarpeting of many units at the building and the repair of a deck. The
increased loss from 1993 to 1994 is due to an increase in operating expenses of
$251,000 combined with the payment of the developer's fee of $80,000, as
described in the "liquidity" section, and an audit adjustment in 1993 (see
below) offset by an increase in rental income of $75,000 and a $77,000 decrease
in depreciation expense. Rental income and operating expenses increased due to
an increase in corporate apartment rentals and a corresponding increase in the
expenses related to such rentals. Repairs and maintenance expense was
higher-than-usual due to the replacement of carpeting in several of the units.
Depreciation expense decreased due to the fact that all personal property became
fully depreciated early in 1994. The 1993 loss also includes expense adjustments
of $90,000 which resulted from the audit of 1992 by independent Certified Public
Accountants issued subsequent to Registrant's filing of its 1992 annual report
on Form 10-K. While the charges decreased the loss by $90,000, they had no
effect on cash flow. Registrant anticipates that operating results in 1996 will
be similar to those experienced in 1995.
In 1995, Registrant incurred a loss of $56,000 at the
Lofts at Red Hill including $58,000 of depreciation expense, compared to a loss
of $58,000, including $58,000 of depreciation expense in 1994 and a loss of
$42,000, including $58,000 of depreciation expense in 1993. The decrease in the
loss from 1994 to 1995 is the result of an increase in rental income. Rental
income increased due to higher average occupancy at the Lofts at Red Hill (85%
to 87%). The increase in the loss from 1993 to 1994 is the result of an increase
in operating expenses such as commissions and real estate taxes of $10,000
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combined with a decrease in rental income of $6,000. Registrant anticipates that
operating results in 1996 will be similar to those experienced in 1995.
Item 8. Financial Statement and Supplementary Data
Registrant is not required to furnish the supplementary
financial information referred to in Item 302 of Regulations S-K.
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Independent Auditor's Report
To the Partners
Diversified Historic Investors V
We have audited the accompanying consolidated balance sheets of Diversified
Historic Investors V (a Pennsylvania Limited Partnership) and subsidiaries as of
December 31, 1995 and 1994 and the related consolidated statements of
operations, changes in partners' equity and cash flows for the years ended
December 31, 1995, 1994 and 1993. These consolidated financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We did not
audit the financial statements of St. Mary's Market Partnership, which
statements reflect total assets of $5,224,495 and $5,470,761 as of December 31,
1995 and 1994, respectively, and total revenues of $1,110,879 and $1,072,565,
respectively for the years then ended. Those statements were audited by other
auditors whose report has been furnished to us, and our opinion, insofar as it
relates to the amounts included for St. Mary's Market Partnership is based
solely on the report of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. These standards. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits and the
report of other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Diversified Historic Investors V as
of December 31, 1995 and 1994, and the results of their operations and their
cash flow for the years ended December 31, 1995, 1994 and 1993 in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Schedule of Real Estate and
Accumulated Depreciation on page 24 is presented for the purposes of additional
analysis and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Gross, Kreger & Passio
Philadelphia, Pennsylvania
February 8, 1996
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To the Partners
of St.Mary's Market Partnership
New Orleans, Louisiana
We have audited the accompanying consolidated balance sheet of HUD Project No.
064-35265 of the St. Mary's Market Partnership), as of December 31, 1995, and
the related consolidated statements of profit and loss, changes in partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller of the United
States. Those standards. Those standards 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 consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report of
other auditors provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of St. Mary's Market Partnership,
HUD Project No. 064-35265 as of December 31, 1995, and the results of its
operations, changes in partners' equity and its cash flows for the year then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 6, 1996, on our
consideration of St. Mary's Market Partnership's internal control structure and
reports dated February 6, 1996, on its compliance with specific requirements to
major HUD programs.
Our audits was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 18 to 26 is presented for the purposes of additional
analysis and is not a required part of the basic financial statements of the
Partnership. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Pailet, Meunier and LeBlanc, L.L.P
Metairie, Loiusiana
February 6, 1996
-12-
<PAGE>
DIVERSIFIED HISTORIC INVESTORS V
---------------------------------
(a limited partnership)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
AND FINANCIAL STATEMENT SCHEDULES
---------------------------------
Consolidated financial statements: Page
----
Consolidated Balance Sheets at December 31, 1995 and 1994 14
Consolidated Statements of Operations for the Years Ended
December 31, 1995, 1994, and 1993 15
Consolidated Statements of Changes in Partners' Equity for the
Years Ended December 31, 1995, 1994, and 1993 16
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994, and 1993 17
Notes to consolidated financial statements 18-22
Financial statement schedules:
Schedule XI - Real Estate and Accumulated Depreciation 24
Notes to Schedule XI 25
All other schedules are omitted because they are not applicable or the required
information is shown in the consolidated financial statements or notes thereto.
-13-
<PAGE>
DIVERSIFIED HISTORIC INVESTORS V
--------------------------------
(a limited partnership)
CONSOLIDATED BALANCE SHEETS
---------------------------
December 31, 1995 and 1994
Assets
------
1995 1994
----------- -----------
Rental properties at cost:
Land $ 1,133,669 $ 1,133,669
Buildings and improvements 17,022,586 17,021,595
Furniture and fixtures 1,351,367 1,247,957
---------- -----------
19,507,622 19,403,221
Less - accumulated depreciation (6,514,441) (5,814,124)
---------- ----------
12,993,181 13,589,097
Cash and cash equivalents 40,854 84,643
Restricted cash 241,236 248,546
Accounts and notes receivable 87,647 75,635
Other assets (net of amortization
of $190,812 and $65,610, respectively) 154,367 38,016
---------- ----------
Total $13,517,285 $14,035,937
=========== ==========
Liabilities and Partners' Equity
--------------------------------
Liabilities:
Debt obligations $10,436,965 $10,301,560
Accounts payable:
Trade 328,107 214,785
Related parties 13,426 12,966
Taxes 40,324 43,097
Interest payable 6,877 38,781
Accrued liabilities 73,007 90,812
Tenant security deposits 72,156 74,915
----------- -----------
Total liabilities 10,970,862 10,776,916
----------- -----------
Partners' equity 2,546,423 3,259,021
----------- -----------
Total $13,517,285 $14,035,937
=========== ===========
The accompanying notes are an intregal part of these financial statements.
-14-
<PAGE>
DIVERSIFIED HISTORIC INVESTORS V
--------------------------------
(a limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
For the Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
----------- ----------- -----------
Revenues:
Rental income $ 1,205,122 $ 1,162,137 $ 1,093,652
Hotel income 2,548,434 2,442,274 2,307,827
Interest income 4,576 3,218 8,716
Other income 0 172,349 0
---------- ----------- ----------
Total revenues 3,758,132 3,779,978 3,410,195
---------- ----------- ----------
Costs and expenses:
Rental operations 746,877 736,861 472,460
Hotel operations 2,036,995 2,005,783 1,917,921
General and administrative 96,000 234,465 99,935
Interest 765,349 906,096 912,468
Depreciation and amortization 825,509 724,379 816,038
---------- ---------- ----------
Total costs and expenses 4,470,730 4,607,584 4,218,822
---------- ---------- ----------
Net loss ($ 712,598) ($ 827,606) ($ 808,627)
========== ========== ==========
Net loss per limited partnership unit ($ 63.32) ($ 73.54) ($ $71.85)
========== ========== ==========
The accompanying notes are an intregal part of these financial statements.
-15-
<PAGE>
DIVERSIFIED HISTORIC INVESTORS V
--------------------------------
(a limited partnership)
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
------------------------------------------------------
For the Years Ended December 31, 1995, 1994 and 1993
Dover
Historic Limited
Advisors V (1) Partners (2) Total
-------------- ------------- ---------
Percentage participation in profit or loss 1% 99% 100%
== === ====
Balance at December 31, 1992 (120,201) 5,015,455 4,895,254
Net loss (8,086) (800,541) (808,627)
-------- ---------- ----------
Balance at December 31, 1993 (128,287) 4,214,914 4,086,627
Net loss (8,276) (819,330) (827,606)
-------- ---------- ----------
Balance at December 31, 1994 (136,563) 3,395,584 3,259,021
Net loss (7,126) (705,472) (712,598)
-------- ---------- ----------
Balance at December 31, 1995 ($ 143,689) $ 2,690,112 $ 2,546,423
======== ========== ==========
(1) General Partner.
(2) 11,142 limited partnership units outstanding at December 31, 1995,
1994, and 1993.
The accompanying notes are an integral part of these financial statements.
-16-
<PAGE>
<TABLE>
DIVERSIFIED HISTORIC INVESTORS V
--------------------------------
(a limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
For the Years Ended December 31, 1995, 1994 and 1993
<CAPTION>
1995 1994 1993
------------ ------------ -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss ($ 712,598) ( $827,606) ($ 808,627)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization 825,509 724,379 816,038
Changes in assets and liabilities:
Decrease (increase) in restricted cash 7,310 170,869 (28,987)
(Increase) decrease in accounts and notes receivable (12,012) 6,430 6,181
(Increase) decrease in other assets (241,543) 56,965 (22,147)
Increase (decrease) in accounts payable - trade 113,322 (83,161) 109,882
Increase (decrease) in accounts payable - related
parties 460 (25,640) (17,535)
(Decrease) increase in accounts payable-taxes (2,773) 899 7,390
(Decrease) increase in interest payable (31,904) (2) 1,735
(Decrease) increase in accrued liabilities (17,805) 76,375 5,518
(Decrease) increase in tenant security deposits (2,759) (11,932) 13,218
---------- ------------ -----------
Net cash (used in) provided by operating
activities (74,793) 87,576 82,666
---------- ----------- -----------
Cash flows from investing activities:
Capital expenditures (104,401) (72,847) (30,539)
---------- ----------- -----------
Net cash used in investing activities (104,401) (72,847) (30,539)
---------- ----------- -----------
Cash flows from financing activities:
Borrowings under debt obligations 221,555 0 0
Repayments of debt financing (86,150) (20,632) 20,096)
---------- ----------- -----------
Net cash provided by (used in) financing 135,405 (20,632) (20,096)
activities ---------- ----------- -----------
(Decrease) increase in cash and cash equivalents (43,789) (5,901) 32,031
Cash and cash equivalents at beginning of year 84,643 90,544 58,513
---------- ----------- -----------
Cash and cash equivalents at end of year $ 40,854 $ 84,643 $ 90,544
========== =========== ===========
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for interest $ 758,473 $ 905,095 $ 910,733
The accompanying notes are an intregal part of these financial statements.
</TABLE>
-17-
<PAGE>
DIVERSIFIED HISTORIC INVESTORS V
--------------------------------
(a limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
NOTE A - ORGANIZATION
Diversified Historic Investors V (the "Partnership") is a Pennsylvania limited
partnership formed in July 1987 to acquire, rehabilitate, renovate, manage,
operate, hold, sell, exchange, and otherwise deal in and with real properties
containing improvements which are certified historic structures, as defined in
the Internal Revenue Code (the "Code"), or which were eligible for designation
of such, and to engage in any and all activities related or incidental thereto.
Any rehabilitations undertaken by the Partnership are done with a view to
obtaining certification of expenditures therefore as "qualified rehabilitation
expenditures" as defined in the Code.
The General Partner of the Partnership, Dover Historic Advisors V (a general
partnership), whose partners are DHP, Inc., (a Pennsylvania corporation,
formerly Dover Historic Properties, Inc., ) and Gerald Katzoff, has the
exclusive responsibility for all aspects of the Partnership's operations.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in the
preparation of the accompanying consolidated financial statements follows:
1. Principles of Consolidation
The accompanying financial statements include the accounts of the Partnership
and a subsidiary partnership (the "Venture"), in which the Partnership has a 95%
equity interest, with appropriate elimination of inter-partnership transactions
and balances. These financial statements reflect all adjustments (consisting
only of normal recurring adjustments) which, in the opinion of the General
partner, are necessary for a fair statement of the results for those years.
2. Depreciation
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets. Buildings and improvements are depreciated over 25
years and furniture and fixtures over five years.
3. Net Loss Per Limited Partnership Unit
The net loss per limited partnership unit is based on the weighted average
number of limited partnership units outstanding (11,142 in 1995, 1994, and
1993).
4. Income Taxes
-18-
<PAGE>
Income taxes or credits resulting from earnings or losses are payable by or
accrue to the benefit of the partners; accordingly, no provision has been made
for income taxes in these financial statements.
5. Cash and Cash Equivalents
The Partnership considers all highly liquid instruments purchased with a
maturity of less than three months to be cash equivalents.
6. Restricted Cash
Restricted cash includes amounts held for tenant security deposits and real
estate tax reserves.
7. Other Income
Other income is comprised of the utilization of cash reserves, which had
initially been deposited by the developer, on behalf of the Partnership, to fund
shortfalls in debt service at Radisson Redick.
8. Revenue Recognition
Revenues are recognized when rental payments are due on a straight-line basis.
Rental payments received in advance are deferred until earned.
9. Deferred Expenses
Loan fees have been incurred with respect to certain loans. Such fees were
deferred and are being amortized over the term of the related loans.
10. Rental Properties
Rental properties are stated at cost. A provision for impairment of value is
recorded when a decline in value of property is determined to be other than
temporary as a result of one or more of the following: (1) a property is offered
for sale at a price below its current carrying value, (2) a property has
significant balloon payments due within the foreseeable future for which the
Partnership does not have the resources to meet, and anticipates it will be
unable to obtain replacement financing or debt modification sufficient to allow
a continued hold of the property over a reasonable period of time, (3) a
property has been, and is expected to continue, generating significant operating
deficits and the Partnership is unable or unwilling to sustain such deficit
results of operations, and has been unable to, or anticipates it will be unable
to, obtain debt modification, financing or refinancing sufficient to allow a
continued hold of the property for a reasonable period of time or, (4) a
property's value has declined based on management's expectations with respect to
projected future operational cash flows and prevailing economic conditions. An
impairment loss is indicated when the undiscounted sum of estimated future cash
flows from an asset, including estimated sales proceeds, and assuming a
-19-
<PAGE>
reasonable period of ownership up to 5 years, is less than the carrying amount
of the asset. The impairment loss is measured as the difference between the
estimated fair value and the carrying amount of the asset. In the absence of the
above circumstances, properties and improvements are stated at cost. An analysis
is done on an annual basis at December 31 of each year.
11. New Accounting Pronouncement
Effective January 1, 1995, the Partnership adopted the provisions of Statement
of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
There was no cumulative effect of the adoption of SFAS No. 121.
NOTE C - PARTNERSHIP AGREEMENT
1. Capital Contributions
The Partnership offered investors limited partnership units at $1,000 per unit;
the minimum purchase per investor was three units. A total of 11,142 limited
partnership units were sold. After payment of costs of issuance as provided for
in the Agreement and the withdrawal of the initial limited partner, initial
Partnership capital was $9,722,760 from limited partners and $9,900 from the
General Partner.
2. Distributions from Operations
The Agreement provides that, beginning with the date of the admission of the
additional limited partners, all distributable cash from operations (as defined)
will be distributed 99% to the limited partners and 1% to the General Partner.
The General Partner also receives an incentive management fee equal to 4% of
available cash (as defined).
All distributable cash from sales or dispositions (as defined) will be
distributed to the limited partners equal to their adjusted invested capital (as
defined) plus an amount equal to the sum of the greater of an 8.5% cumulative,
non-compounded annual return on the average after-credit invested capital (as
defined), less amounts previously distributed (as defined); thereafter, after
receipt by the General Partner or its affiliates of any accrued but unpaid real
estate brokerage commissions, the balance will be distributed 15% to the General
Partner and 85% to the limited partners.
3. Allocation of Net Income and Net Losses from Operations
Net income and net loss (as defined) will be allocated 99% to the limited
partners and 1% to the General Partner with certain exceptions as defined in the
Agreement.
-20-
<PAGE>
The Agreement provides that the fiscal year of the Partnership will be the
calendar year and that the partnership shall continue until December 31, 2037,
unless sooner terminated upon the occurrence of certain events.
NOTE D - ACQUISITIONS
The Partnership acquired two properties and one general partnership interest in
a Venture during December 1987, as discussed below.
The Partnership purchased a four-story building located in Pennsylvania for an
acquisition and rehabilitation price of $1,325,000.
The Partnership purchased an 89-room hotel located in Nebraska. The acquisition
and rehabilitation price of this property was $9,500,000.
The Partnership was admitted, with a 95% general partner interest, to a
Pennsylvania limited partnership which owns a building located in Louisiana
consisting of 105 units and 6,900 square feet of commercial space, for a cash
contribution of $3,450,000.
NOTE E- DEBT OBLIGATIONS
Debt obligations consist of the following:
December 31,
------------------------
1995 1994
---------- -----------
Variable rate insured Industrial Development Bonds $ 6,005,000 $ 6,005,000
due November 1, 1996. Interest payments are due
semi-annually. The bonds are collateralized by the
the related property. (A)
Note payable, interest at 13%; principal and interest 158,254 0
due monthly; principal due December 1, 1996.
Mortgage payable, insured and regulated by the
Secretary of Housing and Urban Development (HUD)
under the National Housing Act; interest at 10.25%;
payable in monthly principal and interest installments
of $38,516. 4,273,711 4,296,560
----------- ----------
$10,436,965 $10,301,560
=========== ==========
(A) On February 9, 1995 the bonds were refinanced, changing the interest rate
from 7.75% to a variable rate which shall not exceed 7.75%. Interest payments
are due monthly beginning March 2, 1995.
Annual principal payments of debt obligations are as follows:
-21-
<PAGE>
Year Ending
December 31,
------------
1996 $ 6,188,557
1997 28,023
1998 31,034
1999 34,369
2000 38,062
Thereafter 4,116,920
-----------
$ 10,436,965
===========
NOTE F - INCOME TAX BASIS RECONCILIATION
Certain items enter into the determination of the results of operations in
different time periods for financial reporting ("book") purposes and for income
tax ("tax") purposes. A reconciliation of the results of operations follows:
For the Years Ended December 31,
----------------------------------------
1995 1994 1993
----------- ----------- -----------
Net loss - book ($ 712,598) ($ 827,606)($ 808,627)
Excess of book over tax depreciation 57,160 30,091 78,417
Minority interest - tax only 7,881 7,380 11,010
Audit adjustments (238) 73,911 (180,657)
----------- ----------- -----------
Net loss - tax ($ 647,795) ($ 716,224)($ 899,857)
=========== =========== ===========
Partners' equity - book $ 2,546,423 $ 3,259,021 $ 4,086,627
Costs of issuance 1,419,240 1,419,240 1,419,240
Cumulative book over tax loss 971,163 906,360 794,978
Facade easement donation (tax only) (612,750) (612,750) (612,750)
----------- ----------- -----------
Partners' equity - tax $ 4,324,076 $ 4,971,871 $ 5,688,095
=========== =========== ===========
-22-
<PAGE>
SUPPLEMENTAL INFORMATION
-23-
<PAGE>
<TABLE>
DIVERSIFIED HISTORIC INVESTORS V
--------------------------------
(a limited partnership)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
Costs
Capitalized
Subsequent Gross Amount at which Carried at
Initial Cost to Partnership to Acquisition December 31, 1995
--------------------------- -------------- -----------------
<CAPTION>
Buildings Buildings
and and Accumulated Date of Date
Description (a) Encumbrances (f) Land Improvements Improvements Land Improvements Total(c)(d)Depr.(d)(e) Constr(a) Acquired
- --------------- ------------ --- ---- ------------ ------------ ---- ------------ ---------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21 unit condominiu
complex in Red Hill, PA - $61,046 $1,461,413 - $61,046 $1,461,413 $1,522,459 $479,077 1987 12/31/87
89 room hotel in
Omaha, NE 6,163,254 286,909 10,166,705 116,598 286,909 10,454,591 10,741,500 3,791,098 1986- 12/28/87
1987
105 apartment units
and 6,900 square
feet of commercial
space in New Orleans, LA 4,273,711 785,714(b) 464,199(b)5,983,661 785,714 6,457,948 7,243,663 2,244,266 1988 12/30/87
----------- ---------- ----------- ---------- ---------- ----------- ----------- ----------
$10,436,965 $1,133,669 $12,092,317 $6,100,259 $1,133,669 $18,373,952 $19,507,622 $6,514,441
=========== ========== =========== ========== ========== =========== =========== ==========
</TABLE>
-24-
<PAGE>
DIVERSIFIED HISTORIC INVESTORS V
--------------------------------
(a limited partnership)
NOTES TO SCHEDULE XI
--------------------
December 31, 1995
(A) All properties are certified historic structures as defined in the
Internal Revenue Code of 1986, or are eligible for designation as such.
The "date of construction" refers to the period in which such
properties are rehabilitated.
(B) Represents costs of a parcel of land with historic building located
thereon. Amounts do not include any development/rehabilitation costs
incurred pursuant to a turnkey development agreement entered into when
the property was purchased.
(C) The cost of real estate owned at December 31, 1995, for Federal income
tax purposes was approximately $18,035,634. However, the depreciable
basis of the building and improvements of the New Orleans property was
reduced for Federal income tax purposes by 100% of the historic
rehabilitation credit obtained. Also, in 1987, the depreciable basis of
buildings and improvements for the Omaha and Red Hill properties was
reduced for Federal income tax purposes by 50% of the historic
rehabilitation credit obtained and the appraised value of a facade
easement donation for the New Orleans property.
(D) Reconciliation of real estate:
1995 1994 1993
---------- ----------- -----------
Balance at beginning of year $19,403,221 $19,330,374 $19,299,835
Additions during the year:
Improvements 104,401 72,847 30,539
---------- ---------- ----------
Balance at end of year $19,507,622 $19,403,221 $19,330,374
========== ========== ==========
Reconciliation of accumulated
depreciation:
1995 1994 1993
---------- ---------- ----------
Balance at beginning of year $ 5,814,124 $ 5,089,745 $ 4,280,047
Depreciation expense for the year 700,317 724,379 809,698
---------- ---------- ----------
Balance at end of year $ 6,514,441 $ 5,814,124 $ 5,089,745
========== ========== ==========
(E) See Note B to the consolidated financial statements for depreciation
method and lives.
(F) See Note E to the consolidated financial statements for further
information.
-25-
<PAGE>
Item 9. Changes in and disagreements with Accountants on Accounting
and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of Registrant
a. Identification of Directors - Registrant has no directors.
b. Identification of Executive Officers
The General Partner of the Registrant is Dover Historic
Advisors V (DoHA-V), a Pennsylvania general partnership. The partners of DoHA-V
are as follows:
Name Age Position Term of Office Period Served
---- --- -------- -------------- -------------
Gerald Katzoff 48 Partner in DoHA-V No fixed term Since July 1987
DHP, Inc. -- Partner in DoHA-V No fixed term Since July 1987
(Formerly Dover
Historic Properties,
Inc.)
For further description of DHP, Inc., see paragraph e. of this
Item. There is no arrangement or understanding between either person named above
and any other person pursuant to which any person was or is to be selected as an
officer.
c. Identification of Certain Significant Employees. Registrant
has no employees. Its administrative and operational functions are carried out
by a property management and partnership administration firm engaged by the
Registrant.
d. Family Relationships. There is no family relationship
between or among the executive officers and/or any person nominated or chosen by
Registrant to become an executive officer.
e. Business Experience. DoHA-V is a general partnership formed
in 1987. The partners of DoHA-V are DHP, Inc. and Gerald Katzoff. The general
partner is responsible for the management and control of the Registrant's
affairs and has general responsibility and authority in conducting its
operations.
-26-
<PAGE>
Gerald Katzoff (age 48) has been involved in various aspects
of the real estate industry since 1974. Mr. Katzoff is the owner of Katzoff
Resorts, which controls various hotel and spa resorts in the United States. Mr.
Katzoff is a principal in an entity which is the owner of a property in Avalon,
New Jersey which has filed a petition pursuant to Chapter 11 of the U.S.
Bankruptcy Code. Mr. Katzoff is a former President and director of D, Ltd.,
(formerly The Dover Group, Ltd., the corporate parent of DHP, Inc.).
Dover Historic Properties, Inc., was incorporated in
Pennsylvania in December 1984 for the purpose of sponsoring investments in,
rehabilitating, developing and managing historic (and other) properties. In
February 1992, Dover Historic Properties, Inc.'s name was changed to DHP, Inc.
DHP, Inc. is a subsidiary of The Dover Group, Ltd., an entity formed in 1985 to
act as the holding company for DHP, Inc. and certain other companies involved in
the development and operation of both historic properties and conventional real
estate as well as in financial (non-banking) services.
The executive officers, directors, and key employees of DHP,
Inc. are described below.
Michael J. Tuszka (age 49) was appointed Chairman and Director
of both D, Ltd and DHP, Inc. on January 27, 1993. Mr. Tuszka has been associated
with D, Ltd and its affiliates since 1984.
Donna M. Zanghi (age 39) was appointed Secretary and Treasurer
of DHP, Inc on June 15, 1993. She is also a Director and Secretary/Treasurer of
D, Ltd. She has been associated with D, Ltd and its affiliates since 1984,
except for the period from December 1986 to June 1989 and the period from
November 1, 1992 and June 14, 1993.
Michele F. Rudoi (age 31) was appointed Assistant Secretary
and Director of both D, Ltd. and DHP, Inc. on January 27, 1993.
Item 11. Executive Compensation
a. Cash Compensation - During 1995, Registrant has paid no
cash compensation to DoHA-V, any partner therein or any person named in
paragraph c. of Item 10.
b. Compensation Pursuant to Plans - Registrant has no plan
pursuant to which compensation was paid or distributed during 1995, or is
proposed to be paid or distributed in the future, to DoHA-V, any partner
therein, or any person named in paragraph c. of Item 10 of this report.
c. Other Compensation - No compensation not referred to in
paragraph a. or paragraph b. of this Item was paid or distributed during 1995 to
DoHA-V, any partner therein, or any person named in paragraph c. of Item 10.
d. Compensation of Directors - Registrant has no directors.
-27-
<PAGE>
e. Termination of Employment and Change of Control Arrangement
- - Registrant has no compensatory plan or arrangement, with respect to any
individual, which results or will result from the resignation or retirement of
any individual, or any termination of such individual's employment with
Registrant or from a change in control of Registrant, or a change in such
individual's responsibilities following such a change in control.
Item 12. Security Ownership of Certain Beneficial Owners and Management
a. Security Ownership of Certain Beneficial Owners - No person
is known to Registrant to be the beneficial owner of more than five percent of
the issued and outstanding Units.
b. Security Ownership of Management - No equity securities of
Registrant are beneficially owned by any person named in paragraph c. of Item
10.
c. Changes in Control - Registrant does not know of any
arrangement, the operation of which may at a subsequent date result in a change
in control of Registrant.
Item 13. Certain Relationships and Related Transactions
a. Pursuant to Registrant's Amended and Restated Agreement of
Limited Partnership, DoHA-V is entitled to 10% of Registrant's distributable
cash from operations in each year. There was no such share allocable to DoHA-V
for fiscal years 1993 through 1995.
b. Certain Business Relationships - Registrant has no
directors.
c. Indebtedness of Management - No employee of Registrant,
Registrant's general partner, (or any employee thereof), or any affiliate of any
such person, is or has at any time been indebted to Registrant.
-28-
<PAGE>
PART V
Item 14. (A) Exhibits, Financial Statement Schedules and
Reports on Form 8-K.
1. Financial Statements:
a. Consolidated Balance Sheets at December 31, 1995 and
1994.
b. Consolidated Statements of Operations for the Years
Ended December 31, 1995, 1994 and 1993.
c. Consolidated Statements of Changes in Partners'
Equity for the Years Ended December 31, 1995, 1994
and 1993.
d. Consolidated Statements of Cash Flows for the Years
Ended December 31, 1995, 1994 and 1993.
e. Notes to consolidated financial statements.
2. Financial statement schedules:
a. Schedule XI - Real Estate and Accumulated
Depreciation.
b. Notes to Schedule XI.
3. Exhibits:
(a) Exhibit Number Document
--- -------------- --------
3 Registrant's Amended and Restated
Certificate of Limited Partnership
and Agreement of Limited Partnership,
previously filed as part of Amendment
No. 2 of Registrant's Registration
Statement on Form S-11, are
incorporated herein by reference.
21 Subsidiaries of the Registrant are
listed in Item 2. Properties of this
Form 10-K.
(B) Reports on Form 8-K:
No reports were filed on Form 8-K during the
quarter ended December 31, 1995.
(C) Exhibits:
See Item 14(A)(3) above.
-29-
<PAGE>
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
DIVERSIFIED HISTORIC INVESTORS
Date: March 30, 1996 By: Dover Historic Advisors V, General Partner
--------------
By: DHP, Inc., Partner
By: /s/ Donna M. Zanghi
-------------------
DONNA M. ZANGHI,
Secretary and Treasurer
By: /s/ Michele F. Rudoi
--------------------
MICHELE F. RUDOI,
Assistant Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
DOVER HISTORIC ADVISORS V General Partner
By: DHP, Inc., Partner
By: /s/ Donna M. Zanghi March 30, 1996
--------------------------- --------------
DONNA M. ZANGHI,
Secretary and Treasurer
By: /s/ Michele F. Rudoi March 30, 1996
--------------------------- --------------
MICHELE F. RUDOI,
Assistant Secretary
-30-
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