<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________________ to ______________________
Commission file number 0-20638
PATRIOT TAX CREDIT PROPERTIES L.P., f/k/a
Prudential-Bache Tax Credit Properties L.P.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 13-3519080
- --------------------------------------------------------------------------------
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
625 Madison Avenue, New York, New York 10022
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 421-5333
Prudential-Bache Tax Credit Properties L.P.
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
Indicate by check CK 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 _CK_ No __
<PAGE>
Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
September 30, March 31,
1997 1997
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------
ASSETS
Investment in property:
Land $ 4,005,633 $ 4,005,633
Buildings and improvements 74,771,450 74,628,141
Accumulated depreciation (14,390,885) (13,283,832)
-------------- ------------
Net investment in property 64,386,198 65,349,942
Cash and cash equivalents 722,188 839,134
Cash and cash equivalents held in escrow 1,513,329 903,486
Deferred financing costs, net 3,012,826 3,136,727
Organizational costs, net 5,923 11,422
Other assets 292,628 261,664
-------------- ------------
Total assets $ 69,933,092 $ 70,502,375
-------------- ------------
-------------- ------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Mortgage notes payable $ 45,857,370 $ 46,099,028
Accrued interest payable 1,342,779 1,266,943
Other accrued expenses and liabilities 1,244,960 1,265,302
Due to general partners and affiliates of local partnerships 2,640,061 1,654,598
Development fees payable 1,579,709 1,579,709
Construction costs payable 605,358 605,358
Real estate taxes payable 449,266 118,195
Due to general partner and its affiliates -- 848,543
-------------- ------------
Total liabilities 53,719,503 53,437,676
-------------- ------------
Minority interest in local partnerships 2,965,758 3,302,224
-------------- ------------
Partners' capital (deficit)
Limited partners (38,125 BUC$ issued and outstanding) 12,418,569 13,966,449
General partner (1 BUC issued and outstanding) 829,262 (203,974)
-------------- ------------
Total partners' capital 13,247,831 13,762,475
-------------- ------------
Total liabilities and partners' capital $ 69,933,092 $ 70,502,375
-------------- ------------
-------------- ------------
</TABLE>
- -------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated statements
2
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months For the Three Months
Ended September 30, Ended September 30,
--------------------------- -------------------------
1997 1996 1997 1996
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
REVENUES
Rental income $ 4,173,273 $ 4,303,925 $2,098,850 $2,129,908
Other income 230,766 229,174 92,738 116,262
Interest income 9,098 9,636 3,435 5,092
----------- ----------- ---------- ----------
4,413,137 4,542,735 2,195,023 2,251,262
----------- ----------- ---------- ----------
EXPENSES
Interest 2,140,709 2,150,564 1,052,941 1,078,108
Depreciation and amortization 1,236,453 1,275,510 612,825 647,221
Operating and other 1,042,065 961,327 508,796 502,938
Taxes and insurance 581,395 586,048 281,942 292,412
Repairs and maintenance 739,536 635,904 370,170 323,036
General and administrative 236,618 189,655 135,538 96,592
Partnership management fees 161,683 121,496 81,311 41,124
Property management fees 174,659 223,663 86,416 128,825
----------- ----------- ---------- ----------
6,313,118 6,144,167 3,129,939 3,110,256
----------- ----------- ---------- ----------
Loss before minority interest (1,899,981) (1,601,432) (934,916) (858,994)
Minority interest in loss of local
partnerships 336,466 261,500 166,412 140,473
----------- ----------- ---------- ----------
Net loss $(1,563,515) $(1,339,932) $ (768,504) $ (718,521)
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
ALLOCATION OF NET LOSS
Limited partners $(1,547,880) $(1,326,533) $ (760,819) $ (711,336)
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
General partner $ (15,635) $ (13,399) $ (7,685) $ (7,185)
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
Net loss per limited partner BUC $ (40.60) $ (34.79) $ (19.96) $ (18.65)
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
- ------------------------------------------------------------------------------------------------------
</TABLE>
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
<TABLE>
<CAPTION>
LIMITED GENERAL
BUC$ PARTNERS PARTNER TOTAL
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Partners' capital (deficit)--March 31, 1997 38,126 $13,966,449 $ (203,974) $13,762,475
Capital contribution -- -- 1,048,871 1,048,871
Net loss -- (1,547,880) (15,635) (1,563,515)
------ ----------- ---------- -----------
Partners' capital--September 30, 1997 38,126 $12,418,569 $ 829,262 $13,247,831
------ ----------- ---------- -----------
------ ----------- ---------- -----------
</TABLE>
- -------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated statements
3
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months
Ended September 30,
---------------------------
1997 1996
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,563,515) $(1,339,932)
----------- -----------
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 1,236,453 1,275,510
Minority interest in loss of local partnerships (336,466) (261,500)
Increase in cash held in escrow (609,843) (401,708)
Increase in real estate taxes payable 331,071 292,244
Increase in accrued interest payable 75,836 260,298
Increase in other assets (30,964) (128,268)
Increase in other liabilities 245,810 140,184
----------- -----------
Total adjustments 911,897 1,176,760
----------- -----------
Net cash used in operating activities (651,618) (163,172)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Building improvements (143,309) --
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on mortgage notes (241,658) (67,451)
Advances pursuant to operating deficit guaranties 919,639 180,000
Payment on working advance from local general partner -- (100,000)
----------- -----------
Net cash provided by financing activities 677,981 12,549
----------- -----------
Net decrease in cash and cash equivalents (116,946) (150,623)
Cash and cash equivalents at beginning of period 839,134 1,012,131
----------- -----------
Cash and cash equivalents at end of period $ 722,188 $ 861,508
----------- -----------
----------- -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Non-cash financing activity:
Capital contribution resulting from
forgiveness of debt by general partner
and its affiliates $ 1,048,871 $ --
----------- -----------
----------- -----------
Interest paid $ 2,039,886 $ 1,855,625
----------- -----------
----------- -----------
</TABLE>
- -------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated statements
4
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)
A. General
These consolidated financial statements have been prepared without audit. In
the opinion of management, the consolidated financial statements contain all
adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the financial position of Patriot Tax Credit Properties L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P. and herein
referred to as the 'Partnership') as of September 30, 1997, the results of its
operations for the six and three months ended September 30, 1997 and 1996 and
its cash flows for the six months ended September 30, 1997 and 1996. However,
the operating results for the interim periods may not be indicative of the
results expected for a full year.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these consolidated
financial statements be read in conjunction with the consolidated financial
statements and notes thereto included in the Partnership's Annual Report on Form
10-K filed with the Securities and Exchange Commission for the year ended March
31, 1997. Also, certain balances from prior periods have been reclassified to
conform with the current financial statement presentation.
The Partnership invests in partnerships (the 'Local Partnerships') which own
the properties. The financial statements of the Local Partnerships consolidated
herein are for the six-month period ended June 30, and occupancy rates are as of
June 30.
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 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 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. ('PBSLP') 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 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.
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.
5
<PAGE>
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).
Pursuant to the Purchase Agreement, the following changes were made to the
Partnership Agreement:
(a) 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.
(b) amended to confirm that PBP will continue to be party to the
indemnification provisions set forth in the Partnership Agreement.
(c) amended to reflect (1) the reduction in the general partner's maximum
participating interest in cash flow from 0.5% annually of invested assets
to 0.375% annually; (2) the reduction by 50% of the general partner's
residual interest in the Partnership comprised of (i) subordinated
interest in disposition proceeds and (ii) interest in distributions of
sale or refinancing proceeds; and (3) corresponding reductions in the
general partner's interest in profits and losses. Finally, pursuant to
the Purchase Agreement, PBP and PBSLP 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 $1,048,871 as of
September 30, 1997 and is reflected in the Consolidated Statement of
Changes in Partners' Capital as a capital contribution.
B. Related Parties
PBP and its affiliates performed services for the Partnership which included,
but were not limited to: accounting and financial management, registrar,
transfer and assignment functions, asset management, investor communications,
printing and other administrative services. PBP and its affiliates received
management fees and reimbursements for general and administrative costs incurred
in connection with these services, the amount of which was limited by the
provisions of the Partnership Agreement. The costs and expenses incurred were:
<TABLE>
<CAPTION>
Six Months Three Months
Ended September 30, Ended September 30,
----------------------- -----------------------
1997 1996 1997 1996
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
Management fees $161,683 $121,496 $ 81,311 $ 41,124
Local administrative fees 10,124 10,124 5,062 5,062
General and administrative 42,552 55,185 34,000 34,580
---------- -------- ---------- --------
$214,359 $186,805 $120,373 $ 80,766
---------- -------- ---------- --------
---------- -------- ---------- --------
</TABLE>
Pursuant to the Purchase Agreement, PBP and PBSLP forgave all deferred and
unpaid fees due to them by the Partnership and the Local Partnerships (See Note
A for further information). The aggregate amount of such deferred and unpaid
fees totalled $1,048,871 and is reflected in the Consolidated Statement of
Changes in Partners' Capital as a capital contribution. PBP forgave $799,618
relating to management fees that had been deferred since January 1, 1995 and
$104,400 of general and administrative fees that had been deferred since April
1, 1996. PBSLP, an affiliate of PBP, acting as a special limited partner for
each of the Local Partnerships and entitled to up to $2,750 per year as a local
administrative fee, forgave $144,853 of such fees.
In May 1997, the management company for Summer Creek Villas and Cutler Canal
II, an affiliate of the Local General Partner, was sold to a third party.
Accordingly, at September 30, 1997, the properties owned by four of the Local
Partnerships are managed by a Local General Partner or its affiliates.
The Partnership maintains an account with the Prudential Tax Free Money Fund,
an affiliate of PBP, for investment of its available cash in short-term
instruments.
Prudential Securities Incorporated, an affiliate of PBP, owns 56 BUC$ at
September 30, 1997.
6
<PAGE>
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(a limited partnership)
AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Partnership invested in eight Local Partnerships that are owners of
low-income multi-family residential complexes. The Local Partnerships are
operated in accordance with the low-income housing rules and regulations in
order to protect the related tax credits. The Partnership's primary source of
funds is rental revenues which are fully utilized at the property level. A
working capital reserve ($109,100 at September 30, 1997) is maintained to fund
Partnership level expenses. The working capital reserve is invested in a
tax-free money fund. Pursuant to the Purchase Agreement, PBP and PBSLP forgave
all deferred and unpaid fees due to them by the Partnership and the Local
Partnerships (See Note A to the consolidated financial statements for further
information). The aggregate amount of such deferred and unpaid fees totalled
$1,048,871 and is reflected in the Consolidated Statement of Changes in
Partners' Capital as a capital contribution.
At the Local Partnership level, certain Local General Partners and/or their
affiliates have made guarantees with respect to the Local Partnerships which,
under certain circumstances, require their funding cash flow deficits pursuant
to operating deficit guaranty agreements. These operating deficit advances do
not bear interest and are repayable by the Local Partnership in accordance with
the respective Local Partnership agreement. As of September 30, 1997, there are
still operating deficit guaranty agreements in effect at Summer Creek Villas and
Papillion Heights.
The Summer Creek Villas Local Partnership continues to experience severe cash
flow deficits. The maximum funding obligation of the Local General Partner for
the initial guaranty period under the Summer Creek Villas operating deficit
guaranty agreement (which expired on December 31, 1996) was $3,392,000, of which
$1,818,000 was funded. Of the total funded, the Local General Partner has
elected to treat $933,000 as non-repayable advances. The Local General Partner
is also obligated to fund operating deficits during a second guaranty period
commencing August 1996 and expiring July 1999. The maximum funding obligation
during this second guaranty period is $924,000. Through September 30, 1997, the
entire obligation has been funded pursuant to this second guaranty period.
However, as of September 30, 1997, the financial statements of the Partnership
include $1,640,000 as 'Due to general partners and affiliates of local
partnerships' for the two guaranty periods under the Summer Creek Villas
operating deficit guaranty agreement due to the three-month lag in recording the
financial information of the Local Partnerships.
The Papillion Heights operating deficit guaranty agreement is in effect until
such date that the net operating income is sufficient to cover 115% of the debt
service for twelve consecutive months, as defined. Of the $170,000 maximum
funding obligation, $40,000 has been funded to date. In addition, the
Partnership's financial statements as of September 30, 1997 also reflect
payables of $150,000 under certain operating deficit guaranty agreements which
have expired.
The Local Partnerships have generated net operating income before debt
service and depreciation of $1,736,000 and $2,067,000 during the six-month
periods ended September 30, 1997 and 1996, respectively. Debt service payments
(interest and principal) made during the same periods were $2,282,000 and
$1,923,000, respectively.
Capital Improvements
To better market the property, the Local General Partner for Summer Creek
Villas has decided to divide the apartment complex into two individual entities
called the Arbors and the Crossings. Of the total of 770 units in the complex,
the Arbors has 362 apartments and the Crossings has 408 apartments. Capital
improvements at Summer Creek Villas are projected to be approximately $600,000
for the year ended March 31, 1998 with the Local Partnership having expended
$143,000 during the six months ended September 30, 1997. A portion of these
capitalized costs were funded through operating deficit guaranty funding
obligations of the Local General Partner. The remainder of these capitalized
costs will be funded by the Local General Partner through additional loans to
the Local Partnership.
7
<PAGE>
Results of Operations
The operating results of the Local Partnerships consolidated herein are for
the six-month periods ended June 30. Information disclosed below with respect to
each Local Partnership is consistent with this method of presentation.
Net operating income before debt service and depreciation of the Local
Partnerships was as follows:
<TABLE>
<CAPTION>
Six Months
Ended September 30,
-------------------------
Property 1997 1996
<S> <C> <C>
- ------------------------------------------------------------------------
Hubbard's Ridge $ 51,000 $ 117,000
Cutler Canal II 234,000 255,000
Diamond Street 35,000 35,000
Papillion Heights 65,000 67,000
Hill Top Homes 179,000 172,000
Summer Creek Villas 970,000 1,236,000
Brookland Park Plaza 117,000 112,000
Compton Townhouses 85,000 73,000
---------- ----------
$1,736,000 $2,067,000
---------- ----------
---------- ----------
</TABLE>
Rental income decreased $131,000 for the six months ended September 30, 1997
as compared to 1996 mainly as a result of decreases of $149,000 and $26,000,
respectively, at Summer Creek Villas and Hubbard's Ridge due to lower average
occupancies, partially offset by increases at Hill Top Homes and Diamond Street
of $26,000 and $15,000, respectively, due to higher rental rates.
Operating and other expense increased $81,000 for the six months ended
September 30, 1997 as compared to 1996. The primary reason for the variance was
an increase at Summer Creek Villas of $68,000 due to higher advertising,
management salaries and bad debt expense, partially offset by a decrease in
utility expenses.
Repairs and maintenance expense increased $104,000 for the six months ended
September 30, 1997 as compared to 1996 mainly due to an increase of $70,000 at
Summer Creek Villas resulting from higher maintenance salaries, contract
services and general maintenance costs. Additionally, increases at Cutler Canal
II, Brookland Park Plaza and Diamond Street of $15,000, $12,000 and $12,000,
respectively, for the six months ended September 30, 1997 as compared to 1996
resulted primarily from higher general maintenance costs.
General and administrative expenses increased $47,000 for the six months
ended September 30, 1997 as compared to 1996 due to an increase of $15,000 to
administer the Partnership as well as increases of $10,000, $9,000 and $5,000 at
Hubbard's Ridge, Brookland Park Plaza and Hill Top Homes, respectively,
resulting from the timing of accruals for professional fees compared to the
prior year.
Comparative second quarter 1997 and 1996 operating results generally reflect
the trends discussed for the six-month periods.
8
<PAGE>
Property Information
Occupancies at the Local Partnerships were as follows:
<TABLE>
<CAPTION>
June 30,
----------------------
Property 1997 1996
<S> <C> <C>
- ---------------------------------------------------------------------
Hubbard's Ridge 93% 90 %
Cutler Canal II 93 91
Diamond Street 96 92
Papillion Heights 96 100
Hill Top Homes 97 93
Summer Creek Villas 82 90
Brookland Park Plaza 99 100
Compton Townhouses 100 95
</TABLE>
(Occupancies are calculated by dividing occupied units by total available
units.)
The Partnership holds a 66.5% interest in Summer Creek Villas, a 98% interest
in Hubbard's Ridge, Hill Top Homes and Compton Townhouses and a 98.99% interest
in Cutler Canal II, Diamond Street, Papillion Heights and Brookland Park Plaza.
There were no significant changes in occupancies at the above properties as of
November 2, 1997 except for a decrease to 87% at Hill Top Homes.
* * * *
9
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings--This information is incorporated by reference to Note
A to the consolidated financial statements filed herewith in Item 1 of
Part I to the Registrant's Quarterly Report.
Item 2. Changes in Securities--None
Item 3. Defaults Upon Senior Securities--None
Item 4. Submission of Matters to a Vote of Security Holders--None
Item 5. Other Information--None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Description:
Agreement of Limited Partnership as adopted on May 3, 1989 and
Amendments thereto dated May 25, 1989 and June 21, 1989(1)
Form of Amended and Restated Agreement of Limited Partnership
(included in
Prospectus as Exhibit A)(2)
Form of Purchase and Sale Agreement pertaining to the Partnership's
Acquisition of Local Partnership Interests.(2)
Form of Amended and Restated Agreement of Local Limited Partnership of
Local Partnerships.(2)
Amendment to Certificate of Limited Partnership dated October 1,
1997(3)
Amendment Number 1 to Prudential-Bache Tax Credit Properties L.P.
Amended and Restated Agreement of Limited Partnership, dated
October 1, 1997.(3)
Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K
Registrant's Current Report on Form 8-K dated October 1, 1997, as
filed with the Securities and Exchange Commission on October 15, 1997,
relating to (i) Item 1 regarding Prudential-Bache Properties, Inc.'s
withdrawal as general partner and the transfer of its general partner
interest to RCC Partners 96, L.L.C. and (ii) Item 5 regarding the
amendments made to the Partnership Agreement.
Registrant's Current Report on Form 8-K/A dated October 1, 1997, as filed
with the Securities and Exchange Commission on October 17, 1997,
regarding an amendment to Item 5 of the Form 8-K filed on October 15,
1997.
------------
(1) Filed as an exhibit to Pre-Effective Amendment No. 1 to Form S-11
Registration Statement (No. 33-28571) (the 'Registration Statement')
and incorporated herein by reference.
(2) Filed as an exhibit to Pre-Effective Amendment No. 2 to Form S-11
Registration Statement and incorporated herein by reference.
(3) Filed as an exhibit to Registrant's Current Report on Form 8-K
dated October 1, 1997 and incorporated herein by reference.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Patriot Tax Credit Properties L.P.
By: RCC Partners 96, L.L.C.
General Partner
By: /s/ Alan P. Hirmes Date: November 14, 1997
----------------------------------------
Alan P. Hirmes
Chief Financial Officer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for Patriot Tax Credit Properties,
L.P. and is qualified in its entirety
by reference to such financial statements
</LEGEND>
<RESTATED>
<CIK> 0000850184
<NAME> Patriot Tax Credit Properties, L.P.
<MULTIPLIER> 1
<FISCAL-YEAR-END> Mar-31-1998
<PERIOD-START> Apr-1-1997
<PERIOD-END> Sep-30-1997
<PERIOD-TYPE> 6-Mos
<CASH> 722,188
<SECURITIES> 0
<RECEIVABLES> 292,628
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,546,894
<PP&E> 78,777,083
<DEPRECIATION> 14,390,885
<TOTAL-ASSETS> 69,933,092
<CURRENT-LIABILITIES> 7,862,133
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 13,247,831
<TOTAL-LIABILITY-AND-EQUITY> 69,933,092
<SALES> 4,413,137
<TOTAL-REVENUES> 4,413,137
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,172,409
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,140,709
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,563,515)
<EPS-PRIMARY> (40.60)
<EPS-DILUTED> 0
</TABLE>
