SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ 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
OR
[ ] 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 ________________
Commission File No. 0-18531
Development Partners III
(A Massachusetts Limited Partnership)
(Exact name of registrant as specified in its charter)
Massachusetts 04-3017036
(State or other jurisdiction of (I.R.S.
Employer incorporation or organization)
Identification No.)
5110 Langdale Way, Colorado Springs, CO 80906
(Address of principal executive offices) (Zip Code)
(719) 527-0544
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interests
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 and 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. [ X ]
Aggregate market value of voting securities held by non-affiliates: Not
applicable, since securities are not actively traded on any exchange.
Documents incorporated by reference: Portions of the Prospectus of Registrant
dated January 13, 1989 are incorporated by reference into Part III
The Exhibit Index is located on page ____
<PAGE>
PART I
ITEM 1. BUSINESS
This form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Actual results could differ materially from those projected in the
forward-looking statements as a result of a number of factors, including those
identified herein.
Development Partners III (A Massachusetts Limited Partnership) (the
"Partnership"), formerly Berry and Boyle Development Partners III, was formed on
July 11, 1988. The General Partners are Stephen B. Boyle and GP L'Auberge
Communities, L.P., a California Limited Partnership, formerly Berry and Boyle
Management.
On January 13, 1989, the Partnership commenced an offering of $30,000,000 of
Units of Limited Partnership Interests at $500 each. The initial closing took
place on December 28, 1989, upon the filing of an amended and restated
partnership agreement (the "Partnership Agreement"), at which time investors
acquiring 3,048 Units totaling $1,524,000 were admitted to the Partnership. The
Partnership continued to admit subscribers monthly thereafter until December 27,
1991, its last closing date. The Partnership terminated the offering on January
13, 1992 having admitted 289 investors acquiring 7,401 Units totaling
$3,700,500. Of this amount $3,145,425 was available for investment, including
related fees and expenses, and working capital reserves, after deducting
organization and offering costs. To the extent such available funds have not
been expended for the purchase of properties (see Item 2 below) and related fees
and expenses, the Partnership has invested such funds in money market funds or
other highly liquid short-term investments.
The primary business of the Partnership is to invest in, operate, and ultimately
dispose of a 154-unit residential property known as Casabella through its joint
venture interest. The Partnership's acquisition is described below in Item 2.
Properties as well as in Note 3 of the Notes to Consolidated Financial
Statements included in this report and incorporated herein by reference thereto.
Within the next two years, the Partnership expects to sell Casabella taking into
consideration such factors as the amount of appreciation in value, if any, to be
realized, the possible risks of continued ownership and the anticipated
advantages to be gained for the partners. Proceeds from the sale, financing or
refinancing of Casabella will not be reinvested by the Partnership or its joint
venture, but will be distributed to the partners, so that the Partnership will,
in effect, be self-liquidating.
The success of the Partnership will depend upon factors which are difficult to
predict and many of which are beyond the control of the Partnership. Such
factors include, among other things, general economic and real estate market
conditions, both on a national basis and in the area where the Partnership's
investment is located, competitive factors, the availability and cost of
borrowed funds, real estate tax rates, federal and state income tax laws,
operating expenses (including maintenance and insurance), energy costs,
government regulations, and potential liability under and changes in
environmental and other laws, as well as the successful management of the
property.
On-site management of Casabella, is currently provided by the developer/joint
venture partner. The terms of such property management services between the
Partnership and the property manager are embodied in a written management
agreement. The property manager receives management fees which are competitive
with those obtainable in arm's-length negotiations with independent parties
providing comparable services in the locality in which the property is located.
Such fees will not exceed 5% of the gross revenues from the property. It is the
responsibility of the General Partners to select or approve the property manager
and to supervise its performance. The property manager is responsible for
on-site operations and maintenance, generation and collection of rental income,
and payment of operating expenses.
The difference between rental income and expenses related to operations,
including items such as local taxes and assessments, utilities, insurance
premiums, maintenance, repairs and improvements (and reserves therefor),
bookkeeping and payroll expenses, legal and accounting fees, property management
fees and other expenses incurred, will constitute the property's operating cash
flow. The Partnership's internal administrative expenses will be paid out of the
Partnership's share of such cash flow from the property and joint venture and
from interest income which the Partnership earns on its short-term investments.
The Partnership's investment in real estate is also subject to certain
additional risks including, but not limited to, (i) competition from existing
and future projects held by other owners in the area of the Partnership's
property, (ii) possible reduction in rental income due to an inability to
maintain high occupancy levels, (iii) adverse changes in mortgage interest
rates, (iv) possible adverse changes in general economic conditions and adverse
local conditions, such as competitive overbuilding, or a decrease in employment
or adverse changes in real estate zoning laws, (v) the possible future adoption
of rent control legislation which would not permit the full amount of increased
costs to be passed on to tenants in the form of rent increases, and (vi) other
circumstances over which the Partnership may have little or no control.
The Partnership's investment is also subject to competition from similar types
of properties in the locality in which the Partnership's real property
investment is located, and the Partnership will compete with other real property
owners and developers in the rental, lease and sale of such property.
Furthermore, the General Partners of the Partnership are affiliated with other
partnerships owning similar properties in the vicinity in which the
Partnership's property is located. In addition, other limited partnerships may
be formed by affiliates of the General Partners which could compete with the
Partnership.
The Partnership considers itself to be engaged in only one industry segment,
real estate investment.
The Partnership has no employees. Accounting and other administrative functions
are performed by employees of an affiliate of the General Partners.
ITEM 2. PROPERTIES
On September 28, 1990, the Partnership purchased an approximate 53% interest in
Casabella Associates ("Associates"), a general partnership consisting of the
Partnership and two other affiliated partnerships. Under the terms of the
purchase, the Partnership contributed $2,500,000 to Associates. Associates was
formed to acquire a majority interest in the Casabella Joint Venture which owns
and operates a 154-unit multifamily rental property located in Scottsdale,
Arizona, known as Casabella. With regard to the proposed termination of the
Casabella Joint Venture see Note 10 of Notes to Consolidated Financial
Statements.
Associates has been designated as the managing joint venture partner of the
Casabella Joint Venture and will control all decisions regarding the operation
and sale of the property. In addition to its $2,500,000 contribution to
Associates, the Partnership incurred $280,930 of acquisition expenses as of
December 31, 1995.
As of February 29, 1996, the property was 98% occupied, compared to 97%
approximately one year ago. At December 31, 1995 and 1994, the market rents for
the various unit types were as follows:
Unit Type ............................. 1995 1994
- ---------------------------------------------- ------ ------
One bedroom two bath w/den ................... $ 820 $ 790
Two bedroom two bath ......................... 943 915
Two bedroom two bath w/den ................... 1,170 1,118
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Partnership or the
joint venture in which it owns an interest is a party, or of which the property
is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of 1995.
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
The transfer of Units is subject to certain limitations contained in the
Partnership Agreement. There is no public market for the Units and it is not
anticipated that any such public market will develop.
The number of holders of Units as of December 31, 1995 was 317.
Distributions will be made to the Partners on a quarterly basis based upon Net
Cash from Operations, as calculated under Section 10 of the Partnership
Agreement. Total cash distributions to the Limited Partners for 1995 and 1994
were paid as follows:
Quarter Ended ....................... Payment Date Amount
- ------------------------------------- ----------------- ------
March 31, 1994 ...................... May 15, 1994 20,723
June 30, 1994 ....................... August 15, 1994 20,723
September 30, 1994 .................. November 15, 1994 20,723
December 31, 1994 ................... February 15, 1995 41,446
March 31, 1995 ...................... May 15, 1995 33,305
June 30, 1995 ....................... August 15, 1995 33,305
September 30, 1995 .................. November 15, 1995 33,305
December 31, 1995 ................... February 15, 1996 33,305
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
Year Ended
-------------------------------------------------------------------------
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91
<S> <C> <C> <C> <C> <C>
Rental income $1,579,782 $1,544,449 $1,462,062 $1,370,005 $874,442
Net loss ($27,479) ($25,059) ($52,046) ($142,453) ($247,124)
Net loss allocated to Partners:
Limited Partners - Per Unit
Aggregate 7,401 Units ($3.68) ($3.35) ($6.96) ($19.06) ($33.98)
General Partners ($275) ($251) ($520) ($1,425) ($2,471)
Net cash provided by operations $369,025 $363,664 $296,448 $172,310 $47,166
Cash distributions to Partners:
Limited Partners:
Weighted average per Unit $19.10 $16.40 $7.00 $3.25 -
General Partners $12,115 $10,554 $4,505 $2,092 -
Total assets $10,882,925 $11,229,315 $11,632,967 $11,961,537 $12,359,020
Long term obligations $6,994,549 $7,093,963 $7,184,739 $7,267,626 $7,314,970
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements including those concerning
Management's expectations regarding future financial performance and future
events. These forward-looking statements involve significant risk and
uncertainties, including those described herein. Actual results may differ
materially from those anticipated by such forward-looking statements.
Liquidity; Capital Resources
The Partnership admitted 289 investors who purchased a total of 7,401 Units
aggregating $3,700,500. These offering proceeds, net of organizational and
offering costs of $555,075, provided $3,145,425 of net proceeds to be used for
the purchase of income-producing residential properties, including related fees
and expenses, and working capital reserves. The Partnership expended (1)
$2,780,930 to acquire its interest in Casabella Associates and to pay
acquisition expenses, including an acquisition fee to the General Partners and
(2) $52,768 to cover costs associated with discontinued acquisitions. The
remaining net proceeds of $311,727 were used to establish working capital
reserves sufficient to meet the needs of the Partnership, including
contributions that may be required at the joint venture level, as determined by
the General Partners.
In addition to the proceeds generated from the public offering, the Partnership
has utilized external sources of financing at the joint venture level to
purchase Casabella. The Partnership Agreement limits the aggregate mortgage
indebtedness which may be incurred in connection with the acquisition of
Partnership properties to 80% of the purchase price of such properties.
The working capital reserves of the Partnership consist of cash and cash
equivalents and short-term investments. These reserves provide the Partnership
with the necessary liquidity to carry on its day-to-day operations and to make
necessary contributions to Casabella. In 1995, the aggregate net decrease in
working capital reserves was $15,179. This decrease resulted primarily from cash
provided by operations of $369,025, offset by fixed asset purchases of $47,771,
distributions to the minority partners with respect to their interest in
Associates of $86,112, distributions to partners of $153,474 and $99,414 of
principal payments on mortgage notes payable.
In 1994, the aggregate net decrease in working capital reserves was $30,782.
This decrease resulted primarily from cash provided by operations of $363,664,
offset by distributions to the minority partners with respect to their interest
in Associates of $173,160, distributions to partners of $131,930 and $90,776 of
principal payments on mortgage notes payable.
In 1993, the aggregate net increase in working capital reserves was $46,707.
This increase resulted primarily from cash provided by operations of $296,448,
offset by distributions to the minority partners with respect to their interest
in Associates of $109,980, distributions to partners of $56,313 and $82,887 of
principal payments on mortgage notes payable.
The Partnership's future ability to generate cash adequate to meet its needs is
dependent primarily on the successful operations of Casabella. Such ability may
also be dependent upon the future availability of bank borrowings, and upon the
future refinancing or sale of Casabella and the collection of any mortgage
receivables which may result from such sale. These sources of liquidity will be
used by the Partnership for payment of expenses related to real estate
operations, debt service and professional and management fees and expenses. Net
Cash From Operations and Net Proceeds, if any, as defined in the Partnership
Agreement, will then be available for distribution to the Partners in accordance
with Section 10 of the Partnership Agreement. The General Partners believe that
the current working capital reserves together with projected cash flows for 1996
are adequate to meet the Partnership's cash needs in the coming year. With
regard to certain balloon payments on existing first mortgage debt on the
Partnership's property, see Note 6 of Notes to Consolidated Financial
Statements.
Results of Operations
The Partnership's operating results for the year ended December 31, 1995
consisted of interest earned on short-term investments, general and
administrative expenses, amortization expense and its share of the income (loss)
from Casabella Associates and Casabella Joint Venture. A summary of these
operating results below:
<TABLE>
Casabella Casabella Investment Consolidated
Joint Associates Partnership Totals
Venture
<S> <C> <C>
Rental income $1,579,782 $1,579,782
Rental operating expenses 561,516 561,516
--------------------------------------------------
Net rental operating income
(exclusive of
items shown separately below 1,018,266 1,018,266
Interest expense 642,857 642,857
Depreciation and amortization 375,234 375,234
Other (income) and expenses:
<S> <C> <C> <C> <C>
Interest income (1,402) ($43,131) ($17,883) (62,416)
General and administrative 7,200 3,000 62,895 73,095
--------------------------------------------------
5,798 (40,131) 45,012 10,679
--------------------------------------------------
Net income (loss) before minority (5,623) 40,131 (45,012) (10,504)
interest
Minority interests' equity in
subsidiary income (16,975) (16,975)
--------------------------------------------------
Net income (loss) ($5,623) $23,156 ($45,012) ($27,479)
==================================================
</TABLE>
The Partnership's operating results for the year ended December 31, 1994
consisted of interest earned on short-term investments, general and
administrative expenses, amortization expense and its share of the income (loss)
from Casabella Associates and Casabella Joint Venture. A summary of these
operating results appears below:
<TABLE>
Casabella Casabella Investment Consolidated
Joint Associates Partnership Totals
Venture
<S> <C> <C>
Rental income $1,544,449 $1,544,449
Rental operating expenses 521,969 521,969
--------------------------------------------------
Net rental operating income
(exclusive of
items shown separately below 1,022,480 1,022,480
Interest expense 651,528 651,528
Depreciation and amortization 371,172 $2,567 373,739
Other (income) and expenses:
Interest income (1,176) ($29,480) (12,207) (42,863)
General and administrative 7,494 2,558 44,675 54,727
--------------------------------------------------
6,318 (26,922) 32,468 11,864
--------------------------------------------------
Net income (loss) before minority (6,538) 26,922 (35,035) (14,651)
interest
Minority interests' equity in
subsidiary income (10,408) (10,408)
--------------------------------------------------
Net income (loss) ($6,538) $16,514 ($35,035) ($25,059)
==================================================
</TABLE>
The Partnership's operating results for the year December 31, 1993 consisted of
interest earned on short-term investments, general and administrative expenses,
amortization expense and its share of the income (loss) from Casabella
Associates and Casabella Joint Venture. A summary of these operating results
appears below:
<TABLE>
Casabella Casabella Investment Consolidated
Joint Associates Partnership Totals
Venture
<S> <C> <C>
Rental income $1,462,062 $1,462,062
Rental operating expenses 485,226 485,226
--------------------------------------------------
Net rental operating income
(exclusive of
items shown separately below 976,836 976,836
Interest expense 659,443 659,443
Depreciation and amortization 370,229 $2,800 373,029
Other (income) and expenses:
Interest income (1,319) ($30,858) (10,930) (43,107)
General and administrative 9,894 2,463 41,745 54,102
--------------------------------------------------
8,575 (28,395) 30,815 10,995
--------------------------------------------------
Net income (loss) before minority (61,411) 28,395 (33,615) (66,631)
interest
Minority interests' equity in
subsidiary income 14,585 14,585
--------------------------------------------------
Net income (loss) ($61,411) $42,980 ($33,615) ($52,046)
==================================================
</TABLE>
Comparison of 1995 and 1994 Operating Results
Rental income increased $35,333, or 2% from the prior year, due primarily to
higher rental rates. Rental operating expenses increased $39,547, or 8% over the
prior year due primarily to increased real estate taxes and maintenance and
advertising and promotion costs. Interest income increased $19,553 or 46% in
1995, as a result of higher interest rates earned on money market accounts and
short-term investments. General and administrative expenses increased $18,368 or
34%, due primarily to increased salary expense allocations and legal costs and
printing and mailing costs associated with the voluntary withdrawal of a general
partner of the Partnership. Fixed asset purchases increased $38,993.
Distributions to partners increased $21,544, or 16% from 1994.
Comparison of 1994 and 1993 Operating Results
Rental income increased $82,387, or 6% from the prior year, due primarily to
higher rental rates. Rental operating expenses increased $36,743, or 8% over the
prior year. Distributions to partners increased $75,617, or 134% from 1993 due
in part to the factors described above.
Projected 1996 Operating Results:
Operating results for 1996 are not anticipated to vary significantly from those
of 1995. However, such forward-looking expectations involve significant risks
and uncertainties, including those described herein.
Actual results may differ materially from those anticipated.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Appendix A to this Report.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership has no directors or executive officers. Information as to the
individual general partners of the Partnership and directors and executive
officers of L'Auberge Communities, Inc. (formerly Berry and Boyle Inc.), the
general partner of GP L'Auberge Communities, L.P., is set forth below.
Individual General Partners
Stephen B. Boyle, age 55, is President, Executive Officer and Director of
L'Auberge Communities, Inc. and a general partner and co-founder of LP L'Auberge
Communities, a California Limited Partnership (formerly Berry and Boyle), a
limited partnership formed in 1983 to provide funds to various affiliated
general partners of real estate limited partnerships, one of which is GP
L'Auberge Communities, L.P.
In September, 1995, with the consent of Limited Partners holding a majority of
the outstanding Units, as well as the consent of the mortgage lenders for the
Partnership's three properties, Richard G. Berry resigned as a general partner
of the Partnership.
GP L'Auberge Communities, L.P.
Information as to the directors and executive officers of L'Auberge Communities,
Inc., a general partner of GP L'Auberge Communities, L.P., which is a general
partner of the Partnership, and its affiliates, is set forth below. There are no
familial relationships between or among any officer and any other officer or
director.
Name Position
Stephen B. Boyle See above
J. Michael McDonald Executive Vice President and
Chief Financial Officer
Earl O. Robertson Executive Vice President
Donna Popke Vice President and Secretary
J. Michael McDonald, age 53, is Executive Vice President and Chief Financial
Officer of L'Auberge Communities, Inc. He is a certified public accountant and a
business school graduate of California State University. He began his real
estate career with the firm of Kenneth Leventhal and Company. Mr. McDonald held
senior finance positions with publicly traded Arlen Realty and Christiana
Companies. He was a senior operations officer with Lehman Brothers real estate
affiliates. Prior to joining L'Auberge Communities, Inc. in August, 1995, he was
a consultant for the FDIC, acting as a real estate asset disposition strategist.
Earl O. Robertson, age 47, has been a senior development officer, partner and
consultant in several prominent real estate development companies for over
twenty years, including Potomac Investment Associates, developers of planned
golf course communities nationwide. Mr. Robertson was also a key member of the
management team that developed the nationally acclaimed Inn at the Market in
Seattle. He joined L'Auberge Communities, Inc. in June 1995 and holds the
position of Executive Vice President.
Donna Popke, age 36, joined L'Auberge Communities, Inc. in July, 1995 and holds
the title of Vice President and Secretary.. Prior to joining L'Auberge
Communities, Inc., Ms. Popke was employed in the field of public accounting for
six years and later with David R. Sellon & Company, a Colorado Springs land
development company.
ITEM 11. EXECUTIVE COMPENSATION
None of the General Partners or any of their officers or directors received any
compensation from the Partnership. See Item 13 below with respect to a
description of certain transactions of the General Partners and their affiliates
with the Partnership.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 29, 1996, no person of record owned or was known by the General
Partners to own beneficially more than 5% of the Partnership's outstanding
Units. None of the General Partners nor any of their directors and officers owns
Units.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended December 31, 1995, the Partnership paid or accrued
remuneration to the General Partners or their affiliates as set forth below. In
addition to the information provided herein, certain transactions are described
in Notes 7 and 8 in the Notes to Consolidated Financial Statements appearing in
Appendix A, which are included in this report and are incorporated herein by
reference thereto.
<TABLE>
Net Cash From Operations distributed during 1995
<S> <C>
to the General Partners $12,115
Allocation of Loss to the General Partners ($275)
(For a description of the share of Net Cash From
Operations and the allocation of Income or Loss to
which the General Partners are entitled, reference
is made to the discussion under the caption
"Distributions and Allocations" contained on
pages 28 through 30 of the Prospectus of the
Partnership dated January 13, 1989 (the "Prospectus")
and the Supplement dated December 12, 1990, which
discussion is incorporated herein by reference.)
Reimbursements to General Partners $29,304
(For a description of the costs reimbursable to the
General Partners, reference is made to the discussion under the caption
"Compensation and Fees" contained on pages 10 and 11 of the Prospectus, which
discussion is incorporated herein by reference.)
</TABLE>
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1,2 See Page F-2
3 See Exhibit Index contained herein
(b) Reports on Form 8-K
The Partnership has not filed, and was not required to
file, any reports on Form 8-K during the last quarter of
1995.
(c) See Exhibit Index contained herein
(d) See Page F-2.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
By: GP L'Auberge Communities, L.P., A California Limited Partnership,
General Partner
By: L'Auberge Communities, Inc., its General Partner
By: ____/s/ J. Michael McDonald________________
J. Michael McDonald, Executive Vice President and
Chief Financial Officer
Date: March 25, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
___/s/ Stephen B. Boyle _ Director, President and March 25, 1996
STEPHEN B. BOYLE Principal Executive
Officer of L'Auberge
Communities, Inc.
_/s/ J. Michael McDonald _Executive Vice President and March 25, 1996
J. MICHAEL McDONALD Principal Financial and
Accounting Officer of
L'Auberge Communities, Inc.
<PAGE>
APPENDIX A
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
---------
CONSOLIDATED FINANCIAL STATEMENTS
ITEM 8, ITEM 14(a)(1) and (2), and ITEM 14(d) OF FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
For the year ended December 31, 1995
<PAGE>
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Accountants F-3
Consolidated Balance Sheets at December 31, 1995 and 1994 F-4
Consolidated Statements of Operations for the years ended
December 31, 1995, 1994 and 1993 F-5
Consolidated Statements of Partners' Equity (Deficit) for the years ended
December 31, 1995, 1994 and 1993 F-6
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993 F-7 -- F-8
Notes to Consolidated Financial Statements F-9 -- F-14
All Schedules are omitted as they are not applicable, not required, or the
information is provided in the financial statements or the notes thereto.
<PAGE>
Report of Independent Accountants
To the Partners of
Development Partners III
(A Massachusetts Limited Partnership):
We have audited the accompanying consolidated balance sheets of
Development Partners III (A Massachusetts Limited Partnership) and subsidiary as
of December 31, 1995 and 1994, the related consolidated statements of
operations, partners' equity (deficit) and cash flows for each of the three
years in the period ended December 31, 1995. These financial statements are the
responsibility of the General Partners of the Partnership. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
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 financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
General Partners of the Partnership, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Development Partners III (A Massachusetts Limited Partnership) and subsidiary as
of December 31, 1995 and 1994, and the consolidated results of its operations
and its cash flows for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts February 21, 1996, except for the information presented in
Note 10 for which the date is March 22, 1996
<PAGE>
<TABLE>
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 1995 and 1994
---------------
ASSETS
1995 1994
---- ----
Property, at cost (Notes 2, 3, 5, and 6):
<S> <C> <C>
Land $2,976,100 $2,976,100
Buildings and improvements 7,648,060 7,648,060
Equipment, furnishings and fixtures 839,894 792,123
--------------- ---------------
11,464,054 11,416,283
Less accumulated depreciation (1,752,197) (1,399,386)
--------------- ---------------
9,711,857 10,016,897
Cash and cash equivalents (Notes 2 and 4) 367,213 112,235
Short-term investments (Note 2) 746,532 1,016,689
Real estate tax escrow 23,685 27,433
Deferred expenses, net of accumulated
amortization of $78,492 and $56,068 (Note 2) 33,638 56,061
=============== ===============
Total assets $10,882,925 $11,229,315
=============== ===============
LIABILITIES AND PARTNERS' EQUITY
Mortgage note payable (Note 6) 6,994,549 7,093,963
Accrued expenses 103,070 92,902
Due to affiliates (Note 8) 5,318 11,871
Tenant security deposits 33,860 34,260
Rents received in advance - 101
--------------- ---------------
Total liabilities 7,136,797 7,233,097
Commitments and contingencies (Note 11)
Minority Interest (Note 5) 1,556,486 1,625,623
Partners' equity (Note 7) 2,189,642 2,370,595
--------------- ---------------
Total liabilities and partners' equity $10,882,925 $11,229,315
=============== ===============
</TABLE>
<PAGE>
<TABLE>
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 1995, 1994 and 1993
-------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Rental income $1,579,782 $1,544,449 $1,462,062
Rental operating expenses 561,516 521,969 485,226
--------------- --------------- ---------------
Net rental operating income (exclusive of items
shown separately below) 1,018,266 1,022,480 976,836
Interest 642,857 651,528 659,443
Depreciation and amortization 375,234 373,739 373,029
Other (income) and expenses:
Interest income (62,416) (42,863) (43,107)
General and administrative (Note 8) 73,095 54,727 54,102
--------------- --------------- ---------------
10,679 11,864 10,995
--------------- --------------- ---------------
Net loss before minority interest (10,504) (14,651) (66,631)
Minority interests' equity in
subsidiary net (income) loss (Note 5) (16,975) (10,408) 14,585
--------------- --------------- ---------------
Net loss ($27,479) ($25,059) ($52,046)
=============== =============== ===============
Net loss allocated to:
General Partners ($275) ($251) ($520)
Per unit of Investor Limited
Partner interest:
7,401 Units issued (3.68) (3.35) (6.96)
</TABLE>
<PAGE>
<TABLE>
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For the years ended December 31, 1995, 1994 and 1993
-------------
Investor Total
General Limited Partners'
Partners Partners Equity
<S> <C> <C> <C>
Balance at December 31, 1992 (5,085) 2,641,028 2,635,943
Cash distributions (4,505) (51,808) (56,313)
Net loss (520) (51,526) (52,046)
--------------- --------------- ---------------
Balance at December 31, 1993 (10,110) 2,537,694 2,527,584
Cash distributions (10,554) (121,376) (131,930)
Net loss (251) (24,808) (25,059)
--------------- --------------- ---------------
Balance at December 31, 1994 (20,915) 2,391,510 2,370,595
Cash distributions (12,115) (141,359) (153,474)
Net loss (275) (27,204) (27,479)
--------------- --------------- ---------------
Balance at December 31, 1995 ($33,305) $2,222,947 $2,189,642
=============== =============== ===============
</TABLE>
<PAGE>
<TABLE>
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 1995, 1994 and 1993
Increase (decrease) in cash and cash equivalents
-------------
1995 1994 1993
---- ---- ----
Cash flows from operating activities:
<S> <C> <C> <C>
Interest received $59,849 $32,665 $43,373
Cash received from rents 1,579,281 1,548,035 1,452,054
Administrative expenses (77,117) (42,680) (50,836)
Rental operations expenses (549,753) (522,483) (488,385)
Interest paid (643,235) (651,873) (659,758)
--------------- --------------- ---------------
Net cash provided by operating activities 369,025 363,664 296,448
Cash flows from investing activities:
Purchase of fixed assets (47,771) (8,778) (561)
Purchase of short-term investments (726,179) (998,903) (946,202)
Proceeds from maturities of short term investments 998,903 946,202 997,097
--------------- --------------- ---------------
Net cash provided (used) by investing activities 224,953 (61,479) 50,334
Cash flows from financing activities:
Distributions to partners (153,474) (131,930) (56,313)
Payments on mortgage note payable (99,414) (90,776) (82,887)
Distributions paid to minority interest (86,112) (173,160) (109,980)
--------------- --------------- ---------------
Net cash provided (used) by financing activities (339,000) (395,866) (249,180)
--------------- --------------- ---------------
Net increase (decrease) in cash and cash equivalents 254,978 (93,681) 97,602
Cash and cash equivalents at beginning of year 112,235 205,916 108,314
--------------- --------------- ---------------
Cash and cash equivalents at end of year $367,213 $112,235 $205,916
================================ ===============
</TABLE>
<PAGE>
<TABLE>
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 1995, 1994 and 1993
Increase (decrease) in cash and cash equivalents
-------------
Reconciliation of net loss to net cash provided by operating activities:
1995 1994 1,993
---- ---- -----
<S> <C> <C> <C>
Net loss ($27,479) ($25,059) ($52,046)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 375,234 373,739 373,029
Minority interests' equity in subsidiary income (loss) 16,975 10,408 (14,585)
Change in assets and liabilities net of effects from investing and financing
activities:
(Increase) decrease in interest receivable (2,567) (10,198) 3,266
Decrease (increase) in real estate tax escrow 3,748 7,909 (455)
Increase (decrease) in accounts
payable and accrued expenses 10,168 (7,861) 57
(Decrease) increase in due to affiliates (6,553) 11,140 190
(Decrease) increase in rents received in advance (101) 101 (14,508)
(Decrease) increase in tenant security deposits (400) 3,485 1,500
--------------- --------------- ---------------
Net cash provided by operating activities $369,025 $363,664 $296,448
=============== =============== ===============
</TABLE>
<PAGE>
DEVELOPMENT PARTNERS III
(A Massachusetts Limited Partnership)
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------
1. Organization of Partnership
Development Partners III (A Massachusetts Limited Partnership) (the
"Partnership"), formerly Berry and Boyle Development Partners III, was formed on
July 11, 1988. GP L'Auberge Communities, L.P., a California Limited Partnership
(formerly Berry and Boyle Management) and Stephen B. Boyle are the General
Partners. In September, 1995, with the consent of Limited Partners holding a
majority of the outstanding Units, as well as the consent of the mortgage
lenders for the Partnership's three properties, Richard G. Berry resigned as a
general partner of the Partnership. Except under certain limited circumstances
upon termination of the Partnership, the General Partners are not required to
make any additional capital contributions. The General Partners or their
affiliates will receive various fees for services and reimbursement for various
organizational and selling costs incurred on behalf of the Partnership.
On January 13, 1989 the Securities and Exchange Commission declared the
Partnership's public offering (the "Prospectus") of up to 80,000 units of
Limited Partnership Interests at $500 per unit (the "Units") effective and the
marketing and sale of the Units commenced shortly thereafter. The initial
closing of the offering took place on December 28, 1989 at which time the
holders of 3,048 Units were admitted into the Partnership. The Partnership
continued to admit subscribers monthly thereafter until December 27, 1991, its
last closing date. The Partnership terminated the offering on January 13, 1992
having admitted 289 investors acquiring 7,401 Units totaling $3,700,500.
The accompanying consolidated financial statements present the activity of the
Partnership for the years ended December 31, 1995, 1994 and 1993.
The Partnership will continue until December 31, 2018, unless earlier terminated
by the sale of all, or substantially all, of the assets of the Partnership, by
the dissolution and liquidation of the joint ventures or as otherwise provided
in the Partnership Agreement.
2. Significant Accounting Policies
A. Basis of Presentation
The consolidated financial statements include the accounts of the
Partnership and its subsidiary Casabella Associates. All intercompany
accounts and transactions have been eliminated in consolidation. The
Partnership follows the accrual basis of accounting.
B. Cash and Cash Equivalents
The Partnership considers all highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents. The
carrying value of cash and cash equivalents approximates fair value. It
is the Partnership's policy to invest cash in income-producing
temporary cash investments. The Partnership mitigates any potential
risk from such concentration of credit by placing investments with high
quality financial institutions.
C. Short-term Investments
At December 31, 1995, short term investments consist solely of various
forms of U. S. Government backed securities, with an aggregate par
value of $750,000, which mature in February, 1996. In 1994, the
Partnership adopted Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities". The Partnership has the intent and ability to hold its
short term investments to maturity. Accordingly, these securities have
been recorded at amortized cost, which approximates market value.
There was no cumulative effect recorded as a result of this accounting
change.
D. Significant Risks and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
E. Depreciation
Depreciation is provided for by the use of the straight-line method
over the estimated useful lives as follows:
Buildings and improvements 39-40 years
Equipment, furnishings and fixtures 5-15 years
F. Deferred Expenses
Costs of obtaining the mortgage on Casabella are being amortized over
the term of the related mortgage note payable using the straight-line
method. Any unamortized costs remaining at the date of refinancing are
expensed in the year of refinancing.
G. Income Taxes
The Partnership is not liable for Federal or state income taxes because
Partnership income or loss is allocated to the Partners for income tax
purposes. If the Partnership's tax returns are examined by the Internal
Revenue Service or state taxing authority and such an examination
results in a change in Partnership taxable income (loss), such change
will be reported to the Partners.
H. Rental Income
Leases require the payment of rent in advance, however, rental income
is recorded as earned.
I. Reclassification
Certain items in the financial statements for the years ended December
31, 1994 and 1993 have been reclassified to conform to the 1995
presentation.
J. Long-Lived Assets
The Partnership's long-lived assets include property and equipment and
deferred expenses. The Partnership will evaluate the possible
impairment of long-lived assets whenever events or circumstances
indicate that the carrying value of the assets may not be recoverable.
<PAGE>
3. Property:
<TABLE>
Property, at cost, consisted of the following at December 31, 1995:
Initial Cost
to Partnership
----------------------------------------------------
Buildings Equipment,
Property and Furnishings
Description Land Improv. & Fixtures Land
- -----------------------------------------------------------------------------------
Casabella a 154-unit
residential rental complex
located in Scottsdlae,
<S> <C> <C> <C>
Arizona $2,976,100 $7,639,160 $782,784 -
Depreciation expense for the years ended December 31, 1995, 1994 and 1993 and accumulated depreciation
at December 31, 1995 and 1994 consisted of the following:
Depreciation Expense
1995 1994 1993
<S> <C> <C> <C>
Buildings and improvements $191,202 $191,202 $191,202
Equipment, furnishings and fixtures 161,609 157,547 156,604
--------------------------------------
$352,811 $348,749 $347,806
======================================
3. Property Continued:
Property, at cost, consisted of the following at December 31, 1995:
Costs Capitalized Amount at Which Carried
Subsequent to Acquisition At Close of Period
--------------------------------------------------------------------------------------
Buildings Equipment, Buildings Equipment,
Property and Furnishings and Furnishings
Description Improv. & Fixtures Land Improv. & Fixtures Total
- ---------------------------------------------------------------------------------------------------------------------
Casabella a 154-unit
residential rental complex
located in Scottsdlae,
<S> <C> <C> <C> <C> <C> <C>
Arizona $8,900 $57,110 $2,976,100 $7,648,060 $839,894 $11,464,054
Depreciation expense for the years ended December 31, 1995, 1994 and 1993 and accumulated depreciation
at December 31, 1995 and 1994 consisted of the following:
Accumulated Depreciation
December 31,
1995 1994
<S> <C> <C>
Buildings and improvements $959,382 $768,180
Equipment, furnishings and fixtures 792,815 631,206
- ------------------------------------------------------------
$1,752,197 $1,399,386
=============================
Casabella is encumbered by a nonrecourse mortgage note payable (see Note 6).
</TABLE>
<PAGE>
4. Cash and cash equivalents
Cash and cash equivalents at December 31, 1995 and 1994 consisted of the
following:
1995 1994
-------- --------
Cash on hand ............................... $ 35,935 $ 4,569
Certificates of deposit .................... 200,000 --
Money market accounts ...................... 131,278 107,666
-------- --------
$367,213 $112,235
======== ========
5. Joint Venture and Partnership Acquisitions
On September 28, 1990, the Partnership acquired a majority interest in Casabella
Associates, a general partnership comprised of the Partnership, Development
Partners (A Massachusetts Limited Partnership) ("DPI"), formerly Berry and Boyle
Development Partners, and Development Partners II (A Massachusetts Limited
Partnership) ("DPII"), formerly Berry and Boyle Development Partners II.
Casabella Associates was formed to acquire a majority interest in the Casabella
Joint Venture which owns Casabella, a 154-unit residential property located in
Scottsdale, Arizona. Since the Partnership owns a majority interest in Casabella
Associates, the accounts and operations of Casabella Associates (including the
accounts and operations relating to Casabella Associates' majority interest in
the Casabella Joint Venture) have been consolidated into those of the
Partnership.
At December 31, 1995, the Partnership, DPI and DPII had contributed $2,500,000,
$400,000 and $1,800,000, respectively to Casabella Associates. $3,845,154 of
this amount was used to purchase the majority interest in the Casabella Joint
Venture referred to in the preceding paragraph and $500,000 was used to fund an
escrow account maintained by the permanent lender. In addition to the $4,700,000
of cash contributions referred to above, the Partnership, DPI and DPII
collectively incurred $215,564 of acquisition costs which have been recorded as
additional capital contributions to Casabella Associates.
Cash distributions and allocations of income and loss from Casabella Associates
are governed by the partnership agreement and are generally based on the ratio
of capital contributed by each of the joint venture partners.
Net cash from operations of the Casabella Joint Venture, to the extent
available, shall be distributed not less often than quarterly with respect to
each fiscal year, as follows:
(A) First, to Associates, an amount equal to a 10.6% per annum
(computed on a simple noncompounded daily basis from the date
of the closing) of their capital investment;
(B) Second, the balance 70% to Associates and 30% to the property
developer.
All losses from operation and depreciation for the Casabella Joint Venture are
allocated 99.5% to Associates and 0.5% to the property developer.
All profits from operations of the Casabella Joint Venture are allocated in
accordance with distributions of net cash from operations with respect to such
fiscal year; provided, however, that if with respect to any fiscal year there is
no net cash from operations distributable, profits will be allocated 99.5% to
Associates and 0.5% to the property developer.
The minority interest joint venture partner had insufficient basis to absorb its
respective share of losses, therefore, for financial statement purposes the
excess of losses over basis has been charged against the majority interest.
Future minority interest income, if any, from the Casabella Joint venture will
be credited against minority interest losses previously absorbed by the majority
interest. At December 31, 1995 the minority interest losses absorbed by the
majority interest totaled $10,289.
In the case of certain capital transactions and distributions as defined in the
Casabella joint venture agreement, the allocation of related profits, losses and
cash distributions, if any, would be different than as described above and would
be effected by the relative balance in the individual partners' capital
accounts.
The Partnership has invested in a single property located in Scottsdale,
Arizona. The success of the Partnership will depend upon factors which are
difficult to predict including general economic and real estate market
conditions, both on a national basis and in the area where the Partnership's
investment is located.
6. Mortgage Note Payable
All of the property owned by the Partnership is pledged as collateral for the
nonrecourse mortgage note payable pertaining to Casabella in the original
principal amount of $7,320,000. On June 30, 1992, Casabella Joint Venture
refinanced its original $7,320,000 permanent loan using the proceeds of a new
first mortgage loan in the amount of $7,300,000. Under the terms of the new
note, monthly principal and interest payments of $61,887, based on a fixed
interest rate of 9.125%, are required over the term of the loan. The balance of
the note will be due on July 15, 1997.
Accrued interest at December 31, 1995 and 1994 consisted of $26,594 and $26,972,
respectively, all pertaining to Casabella.
The aggregate principal amounts of long term borrowings due during the calendar
years 1996 and 1997 are $108,875 and $6,885,674, respectively.
The $6,994,549 principal balance of the mortgage note payable appearing on the
consolidated balance sheet approximates the fair value of such note.
7. Partners' Equity
Under the terms of the Partnership Agreement, as amended, profits are allocated
92% to the Limited Partners and 8% to the General Partners; losses are allocated
99% to the Limited Partners and 1% to the General Partners.
Cash distributions to the partners are governed by the Partnership Agreement and
are made, to the extent available, 92% to the Limited Partners and 8% to the
General Partners.
In the case of certain events as defined in the Partnership Agreement, such as
the sale of an investment property or an interest in a joint venture
partnership, the allocation of the related profits, losses, and distributions,
if any, would be different than described above.
8. Related Party Transactions
Due to affiliates at December 31, 1995 and 1994 consisted of $5,318 and
$11,871 of reimbursable costs payable to L'Auberge Communities, Inc., formerly
Berry and Boyle Inc.
In 1995, 1994 and 1993, general and administrative expenses included $29,304,
$22,271 and $21,637, respectively, of salary reimbursements paid to the General
Partners for certain administrative and accounting personnel who performed
services for the Partnership.
The officers and principal shareholders of Evans Withycombe, Inc., the developer
and property manager of Casabella, together hold a two and one half percent
cumulative profit or partnership voting interest in LP L'Auberge Communities,
formerly Berry and Boyle.
During the years ended December 31, 1995, 1994 and 1993, $78,663, $77,227 and
$73,103, respectively, of property management fees were paid or accrued to Evans
Withycombe, Inc.
9. Book-Tax Reconciliation of Income
The reconciliation of net loss reported in the accompanying consolidated
statement of operations with the income reported in the Partnership's 1995 U.S.
Partnership Return of Income is as follows:
Net loss per consolidated statement of operations ..... $ 27,479
Decrease in depreciation for tax purposes ............. (19,504)
.......................................... ( 1,944)
--------
Net loss per federal tax return ....................... $ 6,031
========
10. Subsequent Event:
On March 22, 1996, the Partnership and certain affiliates entered into a letter
of intent with Evans Withycombe, Inc. and certain of its affiliates ("EWI"). The
transactions contemplated by the letter of intent, which are subject to the
execution of definitive agreements, the receipt of any necessary lender consents
and satisfaction of certain other conditions, as to which there can be no
assurance, are intended to more definitively separate the interests of EWI and
the Partnership, thus affording the Partnership greater flexibility in the
operation and disposition of Casabella. The letter of intent provides, among
other things, in consideration of a payment by the Partnership, DPI and DPII to
EWI totaling $71,009 ($38,345 of which would be the Partnership's portion), for
EWI (i) to relinquish its contract to manage Casabella and its option to
exercise its rights of first refusal with regard to the sale of the property and
(ii) to assign all of its interest in the Casabella Joint Venture to the
Partnership, DPII and DPIII (while preserving the economic interests of the
venturer in these Joint Ventures), resulting in the dissolution of the Casabella
Joint Venture.
<PAGE>
Exhibit
Number
(4)(a)(1) Amended and Restated Certificate and Agreement of Limited
Partnership (included as an exhibit to the Partnership's Form
10-K for the year ended December 31, 1989, and incorporated
herein by reference).
(4)(a)(2) Fifteenth Amendment to the Amended and Restated Certificate and
Agreement of Limited partnership dated January 13, 1991.
(4)(b) Subscription Agreement included as Exhibit B to Prospectus
contained in Amendment No. 2 to the Partnership's Registration
Statement No. 33-23240 filed and declared effective
January 13, 1989, and incorporated herein by reference.
(28) Portions of the Prospectus dated January 13,1989 (included as an
exhibit to the Partnership's Form 10-K for the year ended
December 31, 1989, and incorporated herein by reference).
(10)(a) Development Agreement relating to the acquisition of a joint
venture interest in Casabella Phase I Joint Venture (included as
an exhibit to the Partnership's Form 10-K for the year ended
December 31, 1989, and incorporated herein by reference).
(10)(b) Agreement of Joint Venture of Casabella Associates dated September
27, 1990 (filed as Exhibit (10)(f) to the Form 10-K of Berry and
Boyle Development Partners for the year ended December 31, 1990,
and incorporated herein by reference).
(10)(c) Amended and Restated Joint Venture Agreement of Casabella I Joint
Venture dated September 28, 1990 (filed as Exhibit (10)(g) to the
Form 10-K of Berry and Boyle Development Partners for the year
ended December 31, 1990, and incorporated herein by reference).
(10)(d) First Amendment to the Amended and Restated Joint Venture
Agreement of Casabella I Joint Venture dated October 1, 1990
(filed as Exhibit (10)(h) to the Form 10-K of Berry and Boyle
Development Partners for the year ended December 31, 1990, and
incorporated herein by reference).
(10)(e) Documents pertaining to $2,700,000 permanent loan for Casabella I
Joint Venture (filed as Exhibit (10)(i) to the Form 10-K of Berry
and Boyle Development Partners for the year ended December 31,
1990, and incorporated herein by reference).
(10)(f) Amended and Restated Joint Venture Agreement of Casabella Joint
Venture dated April 22, 1991 (filed as Exhibit (10)(i) to the Form
10-K of Berry and Boyle Development Partners for the year ended
December 31, 1991, and incorporated herein by reference).
(10)(g) Documents pertaining to the $7,320,000 permanent loan for
Casabella Joint Venture (filed as Exhibit (10)(i) to the Form 10-K
of Berry and Boyle Development Partners for the year ended
December 31, 1991, and incorporated herein by reference).
(10)(h) Partnership Merger Agreement dated April 22, 1991 between
Casabella I Joint Venture and Casabella Joint Venture.(filed as
Exhibit (10)(i) to the Form 10-K of Berry and Boyle Development
Partners for the year ended December 31, 1990, and incorporated
herein by reference).
(10)(i) Documents pertaining to the permanent loan refinancing for the
Casabella Joint Venture.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 367,213
<SECURITIES> 746,532
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 11,464,054
<DEPRECIATION> (1,752,197)
<TOTAL-ASSETS> 10,882,925
<CURRENT-LIABILITIES> 142,248
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,746,128
<TOTAL-LIABILITY-AND-EQUITY> 10,882,925
<SALES> 0
<TOTAL-REVENUES> 1,579,782
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 947,429
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 642,857
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27,479)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
