SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 1, 1997
Patriot Tax Credit Properties L.P., f/k/a Prudential-Bache Tax Credit
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Properties L.P. (Exact Name of Registrant as Specified in Charter)
Delaware
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(State or other Jurisdiction of Incorporation)
0-20638 13-3519080
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(Commission File Number) (IRS Employer Identification Number)
625 Madison Avenue, New York, NY 10022
(Address of Principal Executive Offices)
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Registrant's telephone number, including area code: (212) 421-5333
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report
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Item 1. Change in Control of Registrant
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On October 1, 1997, as part of the settlement of class action litigation
known as Prudential Securities Inc. Limited Partnership Litigation, MDL No.
1005, Prudential-Bache Properties, Inc. ("PBP") withdrew as the general partner
and transferred its general partner interest in Prudential-Bache Tax Credit
Properties L.P. (the "Partnership") to RCC Partners 96, L.L.C. (the "New GP"),
an affiliate of Related Capital Company ("RCC") pursuant to a Purchase Agreement
dated as of December 19, 1996 among PBP and its affiliates and RCC ("Purchase
Agreement"). Affiliates of RCC have in the past provided and currently provide
services to the Partnership and also serve as co-general partners of four of the
eight local partnerships (the "Local Partnerships") in which the Partnership has
an interest. The Partnership's agreement of limited partnership (the
"Partnership Agreement") was amended to reflect this withdrawal and admission
and authorized PBP to transfer and assign its interest in the Partnership to the
New GP and to withdraw from the Partnership. The terms of the transaction are
more fully described in the Partnership's Information Statement dated June 18,
1997, (the "Information Statement") which was previously distributed to all
partners of the Partnership.
Pursuant to the Purchase Agreement, P-B Tax Credit S.L.P. ("PB SLP")
withdrew as special limited partner of each of the Local Partnerships and was
replaced by Independence SLP L.P. (the "New SLP"), an affiliate of RCC. All
special limited partnership interests in the Local Partnerships were transferred
to the New SLP. Also pursuant to the Purchase Agreement, Prudential-Bache
Investor Services II, Inc. ("P-B II") withdrew as assignor limited partner of
the Partnership and was replaced by Related Insured BUC$ Associates, Inc., an
affiliate of RCC, (the "New ALP"). All assignor limited partnership interests in
the Partnership were transferred to the New ALP.
The New GP, RCC Partners 96, L.L.C. is a Delaware limited liability
company which was formed in July 1996, and is owned and controlled by the
partners of RCC. The New GP will only have a specified net worth, if any, as may
be necessary for the Partnership to be treated as a Partnership for federal
income tax purposes. The principal offices of the New GP are located at 625
Madison Avenue, New York, New York 10022. No officer or member of New GP owns
any limited partnership interest in the Partnership.
Affiliates of the New GP and RCC have had significant involvement with the
Partnership and the Local Partnerships. During the acquisition phase of the
Partnership's operation, among other services, affiliates of RCC provided
various services to PBP pursuant to a Real Estate Consulting Services Agreement.
These services included the identification, evaluation, negotiation and closing
of certain of the Partnership's investments for which RCC was paid a portion of
the acquisition fees and expenses paid to PBP.
RCC in the past provided, and will continue to provide ongoing monitoring
services with respect to the Partnership's investments pursuant to the Property
Investment Monitoring Agreement for which RCC in the past received from PBP a
portion of the partnership management fee payable to PBP and an annual expense
allowance of up to $1,300 per site visit (after the initial four site visits).
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The officers and members of the New GP are as follows:
Name Offices Held
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J. Michael Fried Member, President and Chief Executive Officer
Stuart J. Boesky Member, Executive Vice President and Chief Operating
Officer
Alan P. Hirmes Member, Senior Vice President and Chief Financial
Officer
Bruce H. Brown Senior Vice President
Arthur G. Hatzopoulos Vice President
Denise L. Kiley Vice President
Mark J. Schlacter Vice President
Marc D. Schnitzer Vice President
Richard A. Palermo Treasurer
Lynn A. McMahon Secretary
Related General II, L.P. Member
J. Michael Fried is the sole stockholder of one of the general partners of
Related, the real estate finance affiliate of The Related Companies, L.P. In
that capacity, he is generally responsible for all of the syndication, finance,
acquisition and investor reporting activities of Related and its affiliates.
Mr. Fried practiced corporate law in New York City with the law firm of
Proskauer Rose Goetz & Mendelsohn from 1974 until he joined Related in 1979.
Mr. Fried graduated from Brooklyn Law School with a Juris Doctor Degree, magna
cum laude; from Long Island University Graduate School with a Master of Science
degree in Psychology; and from Michigan State University with a Bachelor of
Arts degree in History.
Stuart J. Boesky is the sole stockholder of one of the general partners of
Related, the real estate finance affiliate of The Related Companies, L.P. Mr.
Boesky practiced real estate and tax law in New York City with the law firm of
Shipley & Rothstein from 1984 until February 1986 when he joined Related. From
1983 to 1984 Mr. Boesky practiced law with the Boston law firm of Kaye,
Fialkow, Richmond & Rothstein (which subsequently merged with Strook & Strook &
Lavan) and from 1978 to 1980 was a consultant specializing in real estate at
the accounting firm of Laventhol & Horwath. Mr. Boesky graduated from Michigan
State University with a Bachelor of Arts degree and from Wayne State School of
Law with a Juris Doctor degree. He then received a Master of Laws degree in
Taxation from Boston University School of Law.
Alan P. Hirmes is the sole stockholder of one of the general partners of
Related, the real estate finance affiliate of The Related Companies, L.P. Mr.
Hirmes has been a Certified Public Accountant in New York since 1978. Prior to
joining Related in October 1983, Mr. Hirmes was employed by Wiener & Co.,
certified public accountants. Mr. Hirmes graduated from Hofstra University with
a Bachelor of Arts degree.
Bruce H. Brown is a Senior Vice President of Related and a director of the
Portfolio Management Group. He is responsible for overseeing the administration
of the firm's public debt and equity partnerships encompassing the monitoring
of the performance of each partnership and each investment. He is also
responsible for Related's loan servicing activities with respect to the firm's
$600 million participating and insured and co-insured mortgage portfolio. Prior
to joining Related in 1987, Mr. Brown was a real estate lending officer at U.S.
Trust Company of New York and previously held management positions in the hotel
and resort industry with Helmsley-Spear and Westin Hotels. Mr. Brown graduated
from Colgate University with a Bachelor of Arts degree.
Arthur G. Hatzopoulos is a Vice President of Related AMI Associates, Inc.,
an affiliate of Related, and he is a Senior Vice President of Related where he
directs the mortgage acquisition group. Mr. Hatzopoulos has been with Related
since August 1992. Prior to joining Related, Mr. Hatzopoulos was a First Vice
President and Portfolio Manager for First Nationwide Bank, where he was
responsible for debt restructuring, special lending relationships and asset
sales. He has also been associated with an investment banking firm where he was
responsible for monitoring a national portfolio of multifamily revenue bond
projects. From 1981 to 1985 he served as Deputy Director of the Jersey City
Department of Housing and Economic Development. Mr. Hatzopoulos graduated from
Columbia University with a Bachelor of Arts degree. He also holds a Masters in
City and Regional Planning from Harvard University, Kennedy School of
Government.
Denise L. Kiley is an Executive Vice President and Chief Underwriter for
Related, responsible for overseeing the investment underwriting and approval of
all multifamily residential properties invested in Related sponsored corporate,
public and private equity and debt funds. Ms. Kiley is also responsible for the
strategic planning and implementation of the firm's mortgage financing
programs. Prior to joining Related in 1990, Ms. Kiley had experience acquiring,
financing, and managing the assets of multifamily residential properties. From
1981 through 1985 she was an auditor with a national accounting firm. Ms. Kiley
holds a Bachelor of Science in Accounting from Boston College and is a Member
of the Affordable Housing Roundtable.
Mark J. Schlacter is a Vice President of Mortgage Acquisitions of Related,
and has been with Related since June 1989. Mr. Schlacter is responsible for the
origination of Related's taxable participating debt programs and low-income
housing tax credit debt programs. Prior to joining Related, Mr. Schlacter
garnered 16 years of direct real estate experience covering commercial and
residential construction, single and multifamily mortgage origination and
servicing, commercial mortgage origination and servicing, multifamily property
acquisition and financing, and multifamily mortgage lending program
underwriting and development. He was a Vice President with Bankers Trust
Company from 1986 to June 1989, and held prior positions with Citibank, Anchor
Savings Bank and the Pyramid Companies covering the 1972-1986 period. Mr.
Schlacter holds a Bachelor of Arts degree in Political Science from
Pennsylvania State University and periodically teaches multifamily underwriting
at the New York University School of Continuing Education, Real Estate
Institute.
Marc D. Schnitzer is an Executive Vice President of Related and Director
of the firm's Tax Credit Acquisitions Group. Mr. Schnitzer received a Master of
Business Administration degree from The Wharton School of The University of
Pennsylvania in december 1987, and joined Related in January 1988. From 1983 to
1986, Mr. Schnitzer was a Financial Analyst in the Fixed Income Research
department of The First Boston Corporation in New York. Mr Schnitzer received a
Bachelor of Science degree, summa cum laude, in Business Administration from
the School of Management at Boston University.
Richard A. Palermo has been a Certified Public Accountant in New York
since 1985. Prior to joining Related in September 1993, Mr. Palermo was
employed by Sterling Grace Capital Management from October 1990 to September
1993, Integrated Resources, Inc. from October 1988 to October 1990 and E.F.
Hutton & Company, Inc. from June 1986 to October 1988. From October 1982 to
June 1986, Mr. Palermo was employed by Marks Shron & Company and Mann Judd
Landau, certified public accountants. Mr. Palermo graduated from Adelphi
University with a Bachelor of Business Administration degree.
Lynn A. McMahon has served since 1983 as assistant to J. Michael Fried.
From 1978 to 1983, she was employed at Sony Corporation of America in the
Government Relations Department.
Related General II, L.P. is a New York limited partnership formed in
January 1992 whose general partner is RCMP, Inc., a Delaware corporation which
is indirectly controlled by Stephen M. Ross. Mr. Ross is also president,
director and shareholder of The Related Realty Group, Inc., the general partner
of The Related Companies, L.P. He graduated from the University of Michigan
School of Business Administration with a Bachelor of Science degree and from
Wayne State University School of Law with a Juris Doctor degree. Mr. Ross then
received a Master of Laws degree in taxation from New York University School of
Law. He joined the accounting firm of Coopers & Lybrand in Detroit as a tax
specialist and later moved to New York, where he worked for two large Wall
Street investment banking firms in their real estate and corporate finance
departments. Mr. Ross formed the predecessor of The Related Companies, L.P. in
1972 to develop, manage, finance and acquire subsidized and conventional
apartment developments.
Item 5. Other Events
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The Partnership Agreement was amended to change the name of the Partnership
to "Patriot Tax Credit Properties L.P.", a Delaware Limited Partnership. The
Partnership's new place of business will be 625 Madison Avenue, New York, New
York 10022.
The Partnership Agreement was additionally amended to confirm that PBP
will continue to enjoy the benefits of the indemnification provisions set forth
in the Partnership Agreement.
Finally, the Partnership Agreement was amended to reflect (a) the
reduction in the general partner's maximum participating interest in cash flow
from 0.5% annually of invested assets to 0.375% annually; (b) the reduction by
50% of the general partner's residual interest in the Partnership comprised of
(x) subordinated interest in disposition proceeds and (y) interest in
distributions of sale or refinancing proceeds; and (c) corresponding reductions
in the general partner's interest in profits and losses. Further, pursuant to
the Partnership Agreement, the PBP and PB SLP forgave all deferred and unpaid
fees due to them by the Partnership and the Local Partnerships. The aggregate
amount of such deferred and unpaid fees was $840,394 as of September 30, 1997.
A copy of the Partnership Agreement Amendment Number 1 is attached as an
exhibit to this Form 8-K.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a). Financial Statements
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Not Applicable
(b). Pro Forma Financial Information
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Not Applicable
(c). Exhibits
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3.1 Amendment to Certificate of Limited Partnership dated
October 1, 1997
4.1 Amendment Number 1 to Prudential-Bache Tax Credit Properties L.P.
Amended and Restated Agreement of Limited Partnership, dated
October 1, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Patriot Tax Credit Properties, L.P.
(Registrant)
By RCC Partners 96, L.L.C., general partner
BY: /s/ Alan P. Hirmes
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Alan P. Hirmes
Senior Vice President
October 15 , 1997
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF LIMITED PARTNERSHIP
OF
PRUDENTIAL-BACHE TAX CREDIT PROPERTIES L.P.
This Certificate of Amendment of Certificate of Limited Partnership
of Prudential-Bache Tax Credit Properties L.P. (the "Partnership"), dated as of
October 1, 1997 has been duly executed and is being filed by the undersigned in
accordance with the provisions of Sections 17-202 and 17-204 of the Delaware
Revised Uniform Limited Partnership Act (6 Del. C. ss.17-101, et seq.), to amend
the original Certificate of Limited Partnership of the Partnership, which was
filed on May 3, 1989, with the Secretary of State of the State of Delaware, as
heretofore amended (the "Certificate").
1. Name. The name of the limited partnership is Prudential-Bache
Tax Credit Properties L.P.
2. Amendment. The Certificate is hereby amended to reflect the
following:
A. The name of the limited partnership has been changed to
Patriot Tax Credit Properties L.P..
B. Prudential-Bache Properties, Inc. has withdrawn from the
Partnership and has ceased to be a general partner of the Partnerhip.
C. RCC Partners 96, L.L.C. is the sole general partner of the
Partnership and its mailing address is:
RCC Partners 96, L.L.C.
625 Madison Avenue
New York, New York 10022
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IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment of Certificate of Limited Partnership as of the date first-above
written.
RCC PARTNERS 96, L.L.C.
By: Related General II L.P., its managing member
By: RCMP, Inc., its general partner
By: /s/ Stuart J. Boesky
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Stuart J. Boesky
Executive Vice President
PRUDENTIAL-BACHE PROPERTIES, INC.
By: /s/ Brian J. Martin
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Brian J. Martin
President
Exhibit 4.1
AMENDMENT NO. 1 TO PRUDENTIAL-BACHE
TAX CREDIT PROPERTIES L.P. AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
This Amendment, dated as of October 1, 1997 to that certain Amended and
Restated Agreement of Limited Partnership dated as of May 3, 1989 (the
"Partnership Agreement"), of Prudential-Bache Tax Credit Properties L.P. (the
"Partnership") among Prudential-Bache Properties Inc., a Delaware corporation
(the "General Partner"), Prudential-Bache Investor Services II, Inc., a Delaware
corporation (the "Assignor Limited Partner") and those persons who have become
limited partners in the Partnership (the "Limited Partners") pursuant to the
terms set forth in the Partnership Agreement. Terms not otherwise defined herein
shall have the meanings ascribed to them in the Partnership Agreement.
W I T N E S S E T H:
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WHEREAS, the General Partner, the Assignor Limited Partner, P-B Tax Credit
S.L.P., a Delaware corporation, and Related Capital Company, a New York general
partnership ("Related") have entered into a Purchase Agreement, dated as of
December 19, 1996 (the "Purchase Agreement"), in connection with the settlement
of class action litigation (the "Litigation") brought on behalf of the Limited
Partners (and holders of beneficial unit certificates representing assignments
of limited partner interests in the Partnership) against, among others, the
General Partner and Related; and
WHEREAS, the Purchase Agreement provides for, among other things, (i) the
admission to the Partnership of RCC Partners 96, L.L.C., a Delaware limited
liability company and an affiliate of Related, to serve as the new general
partner of the Partnership ("New GP"), (ii) the transfer by the General Partner
of its interest in the Partnership to New GP, (iii) the withdrawal of the
General Partner as general partner of the Partnership, (iv) the admission to the
Partnership of Related Insured BUC$ Associates, Inc., a Delaware corporation and
an affiliate of Related to serve as the new assignor limited partner of the
Partnership ("New Assignor Limited Partner"), (v) the transfer by the Assignor
Limited Partner of its interest in the Partnership to New Assignor Limited
Partner and (vi) the admission of Independence SLP L.P., a Delaware limited
partnership and an affiliate of Related to the Local Partnerships to serve as
the new special limited partner of the Local Partnerships ("New Special Limited
Partner") (collectively, the "Transaction"); and
WHEREAS, the General Partner, the Assignor Limited Partner and the Limited
Partners wish to amend the Partnership Agreement to reflect, among other
matters, the foregoing withdrawals and admissions and to (i) authorize the
General Partner to transfer its general partnership interest to New GP and to
voluntarily withdraw from the Partnership, (ii) reduce certain fees payable by
the Partnership to the general partner, (iii) cause the indemnification
provisions in the Partnership Agreement to remain effective with respect to the
General Partner following its withdrawal from the Partnership and (iv) to change
the name of the Partnership to Patriot Tax Credit Properties L.P. (collectively,
the "Amendments"); and
WHEREAS, because certain of the Amendments would otherwise require a
Majority Vote, the closing of the Transaction is contingent upon the issuance of
an approval order with respect to the Transaction by the United States District
Court for the Southern District of New York (the "Court") pursuant to the
Purchase Agreement; and
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WHEREAS, the Court has issued its final approval order, dated August 28,
1997, which among other matters, approved the Transaction and the Amendments;
NOW THEREFORE, the Partnership Agreement is hereby amended as follows:
1. Section 1 of the Agreement is hereby amended to read in its
entirety as follows:
"1. NAME AND PLACE OF BUSINESS
The name of the Partnership is Patriot Tax Credit Properties
L.P.; its registered office in Delaware is 1209 Orange Street,
Wilmington, Delaware; and the name of the Partnership's registered
agent for service of process at that address is The Corporation
Trust Company. Its principal place of business is 625 Madison
Avenue, New York, NewYork 10022, or such other place(s) as the
General Partner may hereafter determine."
2. The definition of "Assignor Limited Partner" in Section 2 of the
Agreement is hereby amended to replace "Prudential-Bache Investor Services II,
Inc." in the first line thereof with "Related Insured BUC$ Associates, Inc."
3. The definition of "Certificate" in Section 2 of the Agreement is
hereby amended to insert "and September 30, 1997" following "June 22, 1989" in
the third line thereof.
4. The definition of "General Partner" in Section 2 of the Agreement
is hereby amended to replace "Prudential-Bache Properties, Inc." in the first
line thereof with "RCC Partners 96, L.L.C."
5. The definition of "Participating Interest in Cash Flow" in
Section 2 of the Agreement is hereby amended to replace "0.5%" in the second
line thereof with ".375%."
6. The definition of "Special Limited Partner" in Section 2 of
the Agreement is hereby amended to replace "P.B. Tax Credit S.L.P." in the first
line thereof with "Independent Tax Credit IV, L.P."
7. Section 9.6 of the Agreement is hereby amended to replace (i)
"one-half" in the ninth line thereof with "one-quarter," (ii) "3%" in the tenth
line thereof with "1.5%" and (iii) "6%" in the last line thereof with "3%."
8. Section 9.7 of the Agreement is hereby amended to replace
"0.5%" in the sixth line thereof with "0.375%."
9. Section 11.4.1(c) of the Agreement as to Profits is hereby
amended to replace "99%" with "99.5%" and to replace "1%" with "0.5%", each in
the first line thereof.
10. Section 11.4.1(d) of the Agreement as to Profits is hereby
amended to replace "99%" with "99.5%" and to replace "1%" with "0.5%", each in
the first line thereof.
11. Section 11.4.1(c) of the Agreement as to Losses is hereby
amended to replace "85%" with "92.5%" and to replace "15%" with "7.5%".
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12. Section 11.6(d) of the Agreement is hereby amended to replace
"99%" with "99.5%" and to replace "1%" with "0.5%", each in the first line
thereof.
13. Section 11.6(e) of the Agreement is hereby amended to replace
"99%" with "99.5%" and to replace "1%" with "0.5%", each in the first line
thereof.
14. Section 11.6(h) of the Agreement is hereby amended to replace
"85%" with "92.5%" in the first, third and seventh lines thereof and to replace
"15%" with "7.5%" in the first, fourth, seventh and eleventh lines thereof.
15. Section 11.12 of the Agreement is hereby amended to replace
"0.5%" with "0.375%" in the third and sixteenth lines thereof and to replace
"$5,000" with "$3,750" in the eighth line thereof.
16. Article 15 of the Agreement is hereby amended to insert a new
Section 15.12 as follows:
"15.12 Pre-existing Relationships. Notwithstanding any
provisions in this Agreement to the contrary, any limitations or
restrictions contained in this Agreement with respect to the right
of an Affiliate of the General Partner to provide services to, or
receive compensation from, a Local Partnership in which the
Partnership owns a Local Partnership Interest as of September 30,
1997 shall not apply to RCC Partners 96 L.L.C. or its Affiliates,
provided any such compensation shall not exceed the greater of (i)
the amount being paid to such entity as of September 30, 1997 or
(ii) with respect to any reduced or new services the competitive
rate payable to third parties."
17. Section 16.2.7 of the Agreement is hereby amended to replace
"Section 17.5" with "Section 17.4 or 17.5."
18. Section 17.2 of the Agreement is hereby amended to replace
"Upon" in the first line thereof with "Subject to Section 17.5, upon."
19. Section 17.3 of the Agreement is hereby amended to read in its
entirety as follows:
"17.3 No Voluntary Dissolution or Withdrawal. Until the
dissolution of the Partnership, the General Partner shall not take
any voluntary steps to dissolve itself and shall not voluntarily
withdraw from the Partnership, provided however, that Pru-Bache
Properties shall be permitted to voluntarily withdraw from the
Partnership upon the assignment of its interest in the Partnership
pursuant to Section 17.5."
20. Section 17.4 of the Agreement is hereby amended to insert "and
Section 17.5" at the end of the first sentence thereof.
21. Article 17 of the Agreement is hereby amended to insert a new
Section 17.5 as follows:
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"17.5 Assignment by Pru-Bache Properties/Admission of
Successor General Partner. Notwithstanding the provisions of Section
17.4, Pru-Bache Properties shall be permitted to assign its interest
in the Partnership without a Majority Vote. The admission of a
successor General Partner to replace Pru-Bache Properties shall not
require a Majority Vote and such successor General Partner shall
succeed to Pru-Bache Properties' interest in the Profits, Losses,
Tax Credits and Distributions of the Partnership for a price
determined by agreement between Pru-Bache Properties and such
successor General Partner."
22. Article 21 of the Agreement is hereby amended to insert a new
Section 21.3 as follows:
"21.3 Survival of Indemnity. Notwithstanding anything to the
contrary in this Agreement, the provisions of this Section 21 shall
survive the withdrawal of a General Partner and any such General
Partner shall be entitled to the benefits of this Section 21 as a
result of any liability, loss or damage incurred by such General
Partner or by the Partnership as a result of any acts or omissions
prior to the withdrawal of such General Partner notwithstanding the
withdrawal of such General Partner. Pru-Bache Properties and its
employees, directors, officers, agents and affiliates agree that the
indemnity provided in this Section 21 shall not permit them to be
indemnified for, and they agree not to make any claim for indemnity
with respect to, any liability, loss, or damage incurred by them in
connection with (i) the class action captioned In re Prudential
Securities Incorporated Limited Partnerships Litigation and (ii) the
consent decree in Securities and Exchange Commission vs. Prudential
Securities Incorporated, 93 Civ. 2164 (D.D.C.)."
22. Except as provided in this Amendment, the Agreement shall
remain unchanged and in full force and effect.
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WITHDRAWING GENERAL PARTNER:
PRUDENTIAL-BACHE PROPERTIES, INC.
By: /s/ Chester A. Piskorowski
---------------------------
Name: Chester A. Piskorowski
Title: Senior Vice President
WITHDRAWING ASSIGNOR LIMITED PARTNER:
PRUDENTIAL-BACHE INVESTOR SERVICES II, INC.
By: /s/ Brian J.Martin
-------------------
Name: Brian J. Martin
Title: President
LIMITED PARTNERS:
All Limited Partners now and hereafter
admitted as limited partners of the
Partnership, pursuant to powers of attorney
now and hereafter granted in favor of the
General Partner:
By: PRUDENTIAL-BACHE PROPERTIES, INC.
ATTORNEY-IN-FACT
By: /s/ Chester A. Piskorowski
---------------------------
Name: Chester A. Piskorowski
Title: Senior Vice President
NEW GENERAL PARTNER
RCC PARTNERS 96, L.L.C.
By: /s/ Stuart J. Boesky
--------------------
Stuart J. Boesky
Member
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NEW ASSIGNOR LIMITED PARTNER
RELATED INSURED BUC$ ASSOCIATES, INC.
By: /s/ J. Michael Fried
--------------------
J. Michael Fried
President
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