UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR FISCAL YEAR ENDED DECEMBER 31, 1999
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 Number: 3331778
Historic Preservation Properties 1990 L.P. Tax Credit Fund
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(Exact name of registrant as specified in its charter)
Delaware 04-3066191
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
45 Broad Street, Boston, Massachusetts 02109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 338-6900
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Securities registered pursuant to Section 12(b) of the Act:
(Title of class) None
Securities registered pursuant to Section 12(g) of the Act:
(Title of class) None
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.
Yes |X| No |_|.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|.
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
1999 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Sequential
Page No. Page No.
PART I
Item 1 Business K-3 4
Item 2 Properties K-8 8
Item 3 Legal Proceedings K-8 8
Item 4 Submission of Matters
to a Vote of Unit Holders K-8 9
PART II
Item 5 Market for Registrant's
Units and Related Unit
Holder Matters K-9 10
Item 6 Selected Financial Data K-10 11
Item 7 Management's Discussion and
Analysis of Financial
Condition and Results of
Operations K-11 12
Item 8 Financial Statements and
Supplementary Data K-14 15
Item 9 Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure K-14 15
PART III
Item 10 Director and Executive
Officer of the Registrant K-15 16
Item 11 Executive Compensation K-16 17
Item 12 Unit Ownership of Certain
Beneficial Owners and
Management K-16 17
Item 13 Certain Relationships and
Related Transactions K-17 18
PART IV
Item 14 Exhibits, Financial Statement
Schedules and Reports on
Form 8-K K-18 19
SIGNATURES K-27 28
SUPPLEMENTAL INFORMATION K-28 29
K-2
DOCUMENTS INCORPORATED BY REFERENCE
Part of the Form 10-K Document
into which Incorporated Incorporated by Reference
I
Prospectus of the Registrant
dated March 30, 1990 (the
"Prospectus").
Supplement No. 1 to the
Prospectus dated August 1, 1990.
Supplement No. 2 to the
Prospectus dated December 3, 1990.
III The Prospectus.
K-2
PART I
Item 1. Business.
Historic Preservation Properties 1990 L.P. Tax Credit Fund
(the Partnership or HPP'90), a Delaware limited partnership, was organized under
the Delaware Revised Uniform Limited Partnership Act on October 4, 1989 for the
purpose of investing in a portfolio of real properties for which the cost of
rehabilitating acquired properties qualified for rehabilitation tax credits
(Rehabilitation Tax Credits) afforded by Section 47 of the Internal Revenue Code
of 1986, as amended (the Code), and rehabilitating such properties (or acquiring
such properties in the process of rehabilitation and completing such
rehabilitation) in a manner intended to render the cost of such rehabilitation
eligible for classification as "Qualified Rehabilitation Expenditures", as such
term is defined in the Code, and thus eligible for Rehabilitation Tax Credits.
The Partnership was initially capitalized with contributions of $100 from its
general partner and $100 from each of three initial limited partners. On October
26, 1989, the Partnership filed a Registration Statement on Form S-11, File
Number 33-31778 (the Registration Statement), with the Securities and Exchange
Commission (the Commission) with respect to the public offering of units of
limited partnership interest (Units) in the Partnership. The Registration
Statement, covering the offering of up to 50,000 Units at a purchase price of
$1,000 per Unit (an aggregate of $50,000,000), was declared effective on March
30, 1990. The offering of Units terminated on December 31, 1990, at which time
the Partnership had received gross offering proceeds of $16,361,000 from 1,391
investors.
As discussed later, on September 9, 1999 the Partnership's
investment properties were sold and subsequently the Limited Partners of HPP'90
received total distributions of $7,771,802 in 1999. As of December 31, 1999,
HPP'90 concluded its business operations, liquidated, and formally dissolved.
The general partner of the Partnership was Boston Historic
Partners II Limited Partnership (the General Partner), a Massachusetts limited
partnership. The general partner of the General Partner was BHP II Advisors
Limited Partnership (BHP II Advisors). The general partners of BHP II Advisors
were Terrence P. Sullivan (Sullivan) and Portfolio Advisory Services II, Inc.
(PAS II) a corporation whose controlling shareholder, director and president was
Sullivan.
The Partnership did not have any employees.
Effective October 1, 1995, the Partnership engaged Claremont
Management Corporation (CMC), an unaffiliated Massachusetts corporation, to
perform accounting, asset management and investor services for an annual fee of
$38,400 and reimbursement of all operating expenses of providing such services.
The agreement expired on June 30, 1998.
Effective July 1, 1998, HPP'90 engaged Gunn Financial,
Incorporated (GFI) an unaffiliated Massachusetts corporation, to provide
accounting, asset management and investor services. GFI provides such services
for an annual management fee of $36,000, plus reimbursement of all its costs of
providing these services. The agreement expires June 30, 2000 due to the
disposition of the Ventures' properties, as discussed below. In December 1999,
in accordance with the agreement, the Partnership paid GFI $90,000 to provide
asset management, accounting and investor services through the expiration date
of the agreement for the conclusion of HPP'90's business operations,
liquidation, formal dissolution, and submission of final K-1's and financial
statements to the Limited Partners.
The Partnership's only business was investing in real
properties for which the cost of rehabilitating acquired properties qualified
for Rehabilitation Tax Credits and operating such properties. A presentation of
information about industry segments is not applicable and would not be helpful
in understanding the Partnership's business taken as a whole. The Partnership's
investment objectives and policies are described in pages 28-36 of its
prospectus dated March 30, 1990 (the Prospectus) under the caption "Investment
Objectives and Policies," which description is incorporated herein by this
reference. The Prospectus was filed with the Commission pursuant to Rule 424(b)
on April 6, 1990.
During 1990, the Partnership acquired interests in the
following real estate, collectively referred to as the "Ventures". The
Partnership's purchase of the Ventures was made on substantially the same
terms described in Supplement No. 1 to the Prospectus dated August 1, 1990
(Supplement No. 1) and Supplement No. 2 to the Prospectus dated December
3, 1990 (Supplement No. 2). Both Supplement No. 1 and Supplement No. 2 are
incorporated herein by this reference. Supplement No. 1 and Supplement No.
2 were filed pursuant to Rule 424(b) on August 14, 1990 and December 4,
1990, respectively. As of December 31, 1999, the date of dissolution, 100%
of the limited partners' capital contributions (net of selling
commissions, organizational and sales costs, acquisition fees and
reserves) had been invested in real property investments:
Henderson's Wharf Baltimore, L.P. (the Building Venture) was a
Delaware limited partnership which was formed on July 20, 1990 to acquire a fee
interest in a seven-story building on 1.5 acres of land located at 1000 Fell
Street, Baltimore, Maryland and to rehabilitate the building into residential
units, 153 indoor parking spaces and a 38 room inn. The building contains 137
residential units, 129 of which were owned by the Building Venture and 8 of
which were owned by unrelated parties.
The building had been renovated and certain of the related
renovation costs qualified for Rehabilitation Tax Credits. The Building Venture
purchased the building for $6,812,500 which included seller financing of
$6,350,000. Lease-up of the residential units commenced in January 1991 and the
inn opened in May 1991.
Under the Second Amended and Restated Agreement of Limited
Partnership of Henderson's Wharf Baltimore, L.P. dated February 1, 1991,
Henderson's Wharf Development Corporation (HWDC), a Delaware corporation that
was wholly-owned by the Partnership, was admitted as a general partner of the
Building Venture (the Partnership and HWDC are collectively referred to as
"Henderson's General Partners"). Hillcrest Management, Inc. (HMI), a
Massachusetts corporation, was admitted as the limited partner of the Building
Venture. The overall management and control of the business and affairs of the
Building Venture were solely vested in Henderson's General Partners.
On February 1, 1991, the Building Venture and the Marina
Venture (discussed below) entered into long-term management agreements and an
inn lease (Contracts) which were scheduled to expire on December 31, 1993, as
well as a consulting agreement (Consulting Agreement) with HMI. The Consulting
Agreement, which, expired on December 31, 1991, required the Building Venture to
pay HMI certain fees, the commitment for which survived the December 31, 1991
expiration date of the Consulting Agreement and the termination of all other
agreements with HMI.
In 1993, the Ventures terminated the Contracts with, and
commitments under the Consulting Agreement to HMI. In January 1995, HPP'90
entered into an agreement on behalf of the Ventures to pay HMI contract
termination settlement payments (Settlement Payments) totaling $271,108. The
Settlement Payments required an initial payment of $36,000 due on January 27,
1995 and required monthly payments of $3,221 which commenced September 1995 and
were payable through the earlier of September 2001 or the occurrence of certain
events as defined in the agreement. The Settlement Payments were secured by 100%
of HPP'90's economic interest as a partner, as defined in the agreements, in the
Ventures; net sales and refinancing proceeds; cash flow; return of capital
contributions; all of HPP'90's cash and marketable equity securities in excess
of $150,000; and all of the Venture's cash in excess of the greater of $200,000
or reserves required by lenders. No distributions to the partners of HPP'90 were
permitted until all Settlement Payments had paid in full. The Settlement
Payments may have been prepaid, as defined in the agreement, without penalty. As
of December 31, 1998, unpaid Settlement Payments included in accrued expenses
and other liabilities totaled $106,280. In 1999, the Ventures paid in full all
unpaid Settlement Payments due to HMI.
In accordance with the termination of all HMI contracts,
effective January 1, 1995 HMI withdrew from the Building Venture as a limited
partner and was replaced by HWDC.
On February 27, 1996, HPP'90 issued a $6,000,000 deed of trust
note to a third party lender which provided funds for the Building Venture to
refinance the then outstanding balance of the seller financed purchase money
note totaling $5,590,418, to pay $109,582 to the seller in release of a
contingent purchase price promissory note, and to purchase in part three
condominium units and parking spaces owned by unrelated parties for an aggregate
purchase price of $332,682. The deed of trust note bore interest at 7.85% and
required monthly principal and interest payments in the amount of $49,628. The
deed of trust note amortized over a 20 year schedule and all remaining unpaid
principal and interest was scheduled to be due in March 2016. Under the deed of
trust note, the lender had the option with six months written notice to call
amounts outstanding under the deed of trust note at the end of ten years
(February 2006) or anytime thereafter. The deed of trust note was secured by the
Building Venture's property, rents and assignment of leases and was guaranteed
by the Building Venture. On September 9, 1999, the Building Venture property was
sold (as discussed below) and payment in full was made on the note payable.
The refinancing in 1996 released approximately $1,057,000 of
suspended Rehabilitation Tax Credits to the Partnership from the Building
Venture. These credits had been suspended due to the fact that original
financing was seller provided. Rehabilitation Tax Credits generated by the
Building Venture and previously allocated to HPP'90's Limited Partners totaled
$3,174,059 since inception. As of December 31, 1996, 100% of all Rehabilitation
Tax Credits were fully vested.
On March 17, 1998, the Building Venture exchanged a
condominium unit and parking spaces with an unrelated party in return for that
unrelated party's condominium unit, parking spaces and $135,000. The transaction
resulted in net cash proceeds of $122,843 after closing costs. On November 3,
1998, the Building Venture purchased a condominium unit and parking space owned
by an unrelated party for a purchase price of $110,000.
The Building Venture's investment property competed in the
residential rental real estate and hotel markets. The Building Venture's
apartment units generally competed on the basis of location, price, square
footage and amenities with approximately six other similar complexes in the
Fells Point area. The Building Venture's apartment units also competed with the
local single family home market, which in recent years had become more
competitive due to the increased availability of low mortgage rates. The
Building Venture's inn generally competed with the smaller hotels and bed and
breakfast establishments on the basis of room rates, location and amenities.
There are approximately three other competitors for the inn in the Fells Point
area, with the number of available rooms for each competitor ranging from four
(4) to eighty-eight (88).
Henderson's Wharf Marina, L.P. (the Marina Venture) was a
Delaware limited partnership which was formed on July 20, 1990 to acquire a 1.92
acre parcel of land together with a 256-slip marina which is adjacent to the
Building Venture's property. The Marina Venture owned the fee interest in the
property. The Marina Venture purchased the property for $1,266,363 which
included seller financing of $1,187,500.
The Second Amended and Restated Agreement of Limited
Partnership of Henderson's Wharf Marina, L.P. dated February 1, 1991 provided
ownership and management identical to that of the Building Venture described
above. On August 1, 1991, Amendment No. 1 to the Second Amended and Restated
Agreement of Limited Partnership was executed. HWDC became the sole general
partner of the Marina Venture and HMI and the Partnership became limited
partners. The overall management and control of the business and affairs of the
Marina Venture was solely vested with the general partner of the Marina Venture.
After evaluating the marina property over the initial years
following acquisition, the Marina Venture had determined that it was in its best
interest to either renegotiate the debt or restructure the Marina Venture before
proceeding with the development of the marina.
On December 31, 1992, the seller (HWFP, Inc.) agreed to reduce
the original principal amount of the purchase money note from $1,187,500 to
$350,000 and forgave $237,500 of accrued interest. Also on December 31, 1992,
the Third Amended and Restated Agreement of Limited Partnership of Henderson's
Wharf Marina L.P. was executed. HWFP, Inc., a Maryland corporation, received a
50% limited partnership interest in the Marina Venture. Concurrently, HMI
withdrew as a limited partner in the Marina Venture, HPP'90's limited
partnership interest in the Marina Venture was reduced to 49% and HWDC retained
a 1% general partnership interest in the Marina Venture.
Based on the fair market value of marina land and improvements
determined by independent appraisal and the priority distribution of proceeds
from capital transactions as provided for in the Marina Venture's Third Amended
and Restated Agreement of Limited Partnership, the Partnership had reserved
$845,672 against its investment in the marina land and improvements at December
31, 1992. The property was carried at the lower of cost or net realizable value.
On February 27, 1996, HPP'90, HWDC and HWFP, Inc. executed the
First Amendment to the Third Amended and Restated Agreement of Limited
Partnership of Henderson's Wharf Marina L.P. The Partnership redeemed HWFP's 50%
limited partnership interest in the Marina Venture by issuing a $225,000
promissory note secured by the marina property. The note bore interest at 7.50%,
was scheduled to mature in March 2006, and required monthly principal and
interest payments in the amount of $2,086. As a result of this transaction,
HPP'90's limited partnership interest in the Marina Venture increased to 98%,
and HWDC's general partnership interest increased to 2%. On September 30, 1997,
the Building Venture advanced $200,000 to the Marina Venture. The Marina Venture
then settled in full the promissory note payable to HWFP.
The Marina Venture had operated a minimal number of its 256
slips from 1991 to 1995 due to significant repairs necessary to be fully
operational. During 1999, 1998 and 1997, the Marina Venture added $47,405,
$282,791 and $33,727, respectively, of utility, safety and other improvements
increasing the number of fully operational slips to 256. Substantial repairs
were still needed to maintain the Marina Venture's land which provided parking
to the Marina and Inn. The Marina Venture estimated the cost of replacing the
bulkhead to retain the land to be in excess of $2,300,000. The Marina Venture
anticipated that capital resources to fund the repairs were likely to be
provided by additional contributions from the Partnership. Included in escrow
deposits as of December 31, 1998, is $404,681 that the Partnership had reserved
for future capital improvements.
The Marina Venture competed with approximately seven other
marinas located in the inner harbor of Fells Point. The marinas generally
compete on the basis of slip fee rates (seasonal and year round), marina
services and amenities. The Marina Venture had no marina services and offered
minimum boating amenities.
In July 1999, the Ventures entered into purchase and sale
agreements with an affiliate of Gunn Financial, Inc., a party unaffiliated to
HPP'90 and the Ventures, to sell the properties owned by both the Building
Venture and the Marina Venture for a combined price of $13,550,000. The
Partnership had obtained two recent appraisals each of which valued the combined
properties at $13,500,000 and $13,540,000, respectively. The Partnership
Agreement stated that a sale of substantially all the assets requires the
approval of a majority in interest of the Limited Partners. The Partnership
submitted a Consent Solicitation Statement, dated August 2, 1999 as filed with
the Securities and Exchange Commission, to the Limited Partners to obtain the
approval for the sale, subsequent distribution of net proceeds and liquidation
of the Partnership. By August 31, 1999, the Partnership received the approval
for the sale from 57% in interest of its Limited Partners.
On September 9, 1999, the Ventures consummated the sale of
their respective properties. The sale price paid to the Ventures' properties was
$13,550,000 with payments due at closing for direct costs of $295,256, capital
costs assumed by the buyer of $71,050, mortgage note payable of $5,513,789,
mortgage prepayment expense of $390,126 and accrued interest of $30,058.
On September 13, 1999, the Partnership distributed $450 per
$1,000 unit for a total of $7,362,450 to its Limited Partners ($450 per $1,000
unit, 16,361 units issued and outstanding). On December 30, 1999, the
Partnership made a final distribution to its Limited Partners of $25.02 per
$1,000 unit totaling $409,352. As required by law, the Partnership had deposited
with the State of Maryland, on behalf of Maryland nonresident Limited Partners,
a withholding of $4.21 per $1,000 unit for estimated taxes due on the gain on
the sale.
As of December 31, 1999, the Building Venture and the Marina
Venture concluded their respective business operations, liquidated and formally
dissolved.
Item 2. Properties.
See Item 1 above.
Item 3. Legal Proceedings.
At December 31, 1999, the Partnership and the Ventures were
not party to, to the best knowledge of the General Partner, any material pending
legal proceedings.
Item 4. Submission of Matters to a Vote of Unit Holders.
As required by the Partnership's Agreement of Limited
Partnership the consent of a majority in interest of the Limited Partners to the
sale of the Partnership's property was submitted for a vote to the Limited
Partners, pursuant to a Consent Solicitation Statement, dated August 2, 1999.
The Partnership's property consisted of the land and seven-story building
located at 1000 Fell Street, Baltimore, MD (the Building Venture) and the land
and Marina located at 1001 Fell Street, Baltimore, MD (the Marina Venture). The
Partnership owned these properties through its 100% ownership of the two
Delaware limited partnerships, Henderson's Wharf Baltimore, LP and Henderson's
Wharf Marina, LP. The purchaser of the Building Venture was Henderson's Wharf
Baltimore, LLC.
The purchaser of the Marina Venture was Henderson's Wharf Marina, Inc.
As of August 31, 1999, the Partnership obtained the
approval for the sale with 9,464 votes "For", 1,375 votes "Against",
195 votes to "Abstain", and 5,327 units that did not vote.
The sale closed on September 9, 1999.
<PAGE>
PART II
Item 5. Market For Registrant's Units and Related Unit Holder Matters.
(a) Through the date of dissolution, there was no
established public trading market for the Units.
Trading in the Units was limited and sporadic and
occurred solely through private transactions.
(b) As of December 31, 1999, the date of dissolution of
the Partnership, there were 1,394 holders of Units.
The Amended and Restated Agreement of Limited Partnership
(Partnership Agreement) requires that any Cash Flow (as defined therein) be
distributed quarterly to the investor limited partners (Limited Partners) in
specified proportions and priorities and that Sale or Refinancing Proceeds (as
defined therein) be distributed as and when available. As discussed in Item 1,
in 1998 and 1997 there were certain restrictions on the Partnership's present
and future ability to make distributions of Cash Flow or Sale or Refinancing
Proceeds. For the years ended December 31, 1998 and 1997, no distributions of
Cash Flow or Sale or Refinancing Proceeds were paid or accrued to the Limited
Partners. As discussed in Item 1, the Limited Partners received total
distributions of $7,771,802 in the year ended December 31, 1999.
<PAGE>
Item 6. Selected Financial Data.
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
----------------- ---------------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C>
Revenues $ 2,696,980 $ 3,656,389 $ 3,261,261 $ 2,909,744 $ 2,769,347
Net Income (Loss) $ (1,661,425) $ 344,889 $ 211,825 $ (258,989) $ (359,021)
Net Income (Loss) per unit of
Investor Limited Partnership
Interest based on Units
outstanding $ (100.53) $ 20.87 $ 12.82 $ (15.67) $ (21.72)
Total Assets as of December 31, $ 0 $ 15,469,324 $ 15,224,121 $ 15,392,204 $ 15,483,025
Long Term Debt as of December 31, $ 0 $ 5,619,134 $ 5,767,197 $ 6,123,084 $ 5,590,418
Cash Distributions per weighted
average Unit outstanding $ 475.02 $ 0 $ 0 $ 0 $ 0
Rehabilitation Tax Credit per Unit $ 0 $ 0 $ 0 $ 63.94 $ 0
</TABLE>
The Partnership liquidated effective December 31, 1999 (see Items 1 and 7).
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources. The Partnership terminated
its offering of Units on December 31, 1990, at which time Limited Partners had
purchased 16,361 Units, representing gross capital contributions of $16,361,000.
As of December 31, 1999 the Partnership had invested an aggregate of $13,220,453
in the Building and Marina Ventures.
Such amount contributed in the Building and Marina Ventures
represented approximately 100% of the Limited Partners' capital contribution
after deducting selling commissions, organizational and sales costs, acquisition
fees and reserves.
HPP'90's cash and cash equivalents were used primarily to fund
general and administrative expenses of running the public fund. The Venturers'
cash and cash equivalents were used to fund operating expenses and debt service
of the properties. In addition, to the extent available, the Building Venture
distributed cash to HPP'90 to fund general and administrative expenses of
managing the public fund and to fund reserves for the capital needs of the
Ventures as well as to provide funds to distribute to the Limited Partners of
HPP'90. For the years ended December 31, 1999, 1998 and 1997, the Building
Venture distributed $8,005,846 (including $7,771,802 relating to the sale of
properties), $1,159,000 and $501,000, respectively, to HPP'90.
In July 1999, the Ventures entered into purchase and sale
agreements with an affiliate of Gunn Financial, Inc., a party unaffiliated to
HPP'90 and the Ventures, to sell the properties owned by both the Building
Venture and the Marina Venture, for a combined price of $13,550,000. The
Partnership had obtained two recent appraisals each of which valued the combined
properties at $13,500,000 and $13,540,000, respectively. The Partnership
Agreement stated that a sale of substantially all the assets required the
approval of a majority in interest of the Limited Partners. The Partnership
submitted a Consent Solicitation Statement, dated August 2, 1999 as filed with
the Securities and Exchange Commission, to the Limited Partners to obtain the
approval for the sale, subsequent distribution of net proceeds and liquidation
of the Partnership. By August 31, 1999, the Partnership received the approval
for the sale from 57% in interest of its Limited Partners.
On September 9, 1999 the Ventures consummated the sale of
their respective properties. The sale price paid to the Ventures was $13,550,000
with payments due at closing for direct costs of $295,256, capital costs assumed
by the buyer of $71,050, mortgage note payable of $5,513,789, mortgage
prepayment expense of $390,126 and accrued interest of $30,058.
On September 13, 1999, the Partnership distributed $450 per
$1,000 unit for a total of $7,362,450 to its Limited Partners ($450 per $1,000
unit, 16,361 units issued and outstanding). On December 30, 1999, the
Partnership made a final distribution to its Limited Partners of $25.02 per
$1,000 unit totaling $409,352. As required by law, the Partnership deposited
with the State of Maryland, on behalf of Maryland nonresident individual Limited
Partners, a withholding of $4.21 per $1,000 unit for estimated state tax due on
the gain on the sale.
<PAGE>
Significant repairs were needed within the next several years
to maintain the Marina Venture's land which provided parking to the marina and
inn. The Marina Venture estimated the cost of repairs to maintain the land to be
in excess of $2,300,000. The Marina Venture anticipated that capital resources
to fund the repairs were likely to be provided by additional contributions from
the Partnership. Included in the escrow deposits as of December 31, 1998, is
$404,681 that the Partnership had reserved for future capital improvements.
At December 31, 1998, the Ventures had entered into contracts
for various building improvements and furniture and equipment purchases totaling
approximately $382,300 and has made deposits on such contracts of approximately
$141,200.
Settlement Payments due HMI, that were negotiated as part of
the contract termination (See Item 1), were secured by 100% of HPP'90's economic
interest as a partner, as defined in the agreements, in the Ventures; net sales
and refinancing proceeds; cash flow; return of capital contributions; all of
HPP'90's cash and marketable equity securities in excess of $150,000; and all of
the Ventures' cash in excess of the greater of $200,000 or reserves required by
potential lenders. No distributions to the partners of HPP'90 were permitted
until all settlement payments were paid in full. The Settlement Payments may
have been prepaid, as defined in the agreement, without penalty. As of December
31, 1998, unpaid Settlement Payments included in accrued expenses and other
liabilities totaled $106,280. In September 1999, HMI and the Ventures agreed
that a final payment of all unpaid Settlement Payments would be made in December
1999. In December 1999, unpaid Settlement Payments totaling $71,473 were paid to
HMI.
On March 17, 1998, the Building Venture exchanged a
condominium unit and parking spaces with an unrelated party in return for that
unrelated party's condominium unit, parking spaces and $135,000. The transaction
resulted in net cash proceeds of $122,843 after closing costs. On November 3,
1998, the Building Venture purchased a condominium unit and parking space owned
by an unrelated party for a purchase price of $110,000.
As mentioned in Item 1, on February 27, 1996, the Building
Venture obtained financing of $6,000,000 at 7.85% which required monthly
principal and interest payments totaling $49,628 based on a 20 year
amortization. The deed of trust note was scheduled to mature in March 2016,
however, under the deed of trust note, the lender had the option with six months
written notice to call amounts outstanding under the deed of trust note at the
end of ten years (February 2006) or anytime thereafter. The deed of trust note
was secured by the Building Venture's property, rents and assignment of leases
and was guaranteed by the Building Venture. On September 9, 1999, the Building
Venture property was sold and payment in full was made on the mortgage note
payable (as discussed above).
Also as mentioned in Item 1, on February 27, 1996, HPP'90,
HWDC and HWFP, Inc. entered into the First Amendment to the Third Amended and
Restated Agreement of Limited Partnership of Henderson's Wharf Marina, L.P. by
which the Partnership redeemed HWFP's 50% limited partnership interest in the
Marina Venture by issuing a $225,000 promissory note secured by the marina
property. The note bore interest at 7.50%, originally matured on March 15, 2006,
and required monthly principal and interest payments in the amount of $2,086. On
September 30, 1997, the Building Venture loaned the Marina Venture $200,000 and
the Marina Venture settled in full the remaining outstanding principal balance
of $212,532 and all accrued interest due under the promissory note payable to
HWFP.
<PAGE>
As of December 31, 1999, the Building Venture and the Marina Venture
concluded their respective business operations, liquidated and formally
dissolved.
Results of Operations. The Partnership generated a net loss
under generally accepted accounting principles of $1,661,425 in 1999 which
includes depreciation and amortization of $481,887, mortgage prepayment expense
of $390,126, solicitation expenses of $120,675, liquidation expense of $90,000
and loss on sale of real estate of $961,140, (net of direct costs of $295,256
and unamortized deferred evaluation and acquisition costs of $863,021).
As discussed in the Liquidity Section, on September 9, 1999
the Ventures consummated the sale of their respective properties and ceased
operating activities as of that date. Therefore, the Partnership's revenues and
expenses for the year ended December 31, 1999 are not comparative to the year
ended December 31, 1998 due to the shorter period of activity in 1999.
Nevertheless, for the year ended December 31, 1999 compared to the year ended
December 31, 1998, condominium assessments increased mainly due to a special
assessment of $152,000 paid to the condominium association in April of 1999.
Depreciation and amortization for 1999 includes the amortization of certain
deferred financial and legal costs associated with the Building Venture's
mortgage note payable, which had been paid in full on September 9, 1999. The
liquidation and solicitation expense represents cost associated with the
printing, mailing and tabulation for the Consent Solicitation Statement, dated
August 2, 1999 as filed with the Securities and Exchange Commission, submitted
to the Limited Partners to obtain the approval of sale of substantially all the
assets, subsequent distribution of net proceeds and liquidation of the
Partnership, as well as, amounts paid to GFI for accounting, asset management
and investor services required to conclude the Partnership's business
operations, liquidate and formally dissolve.
The Partnership recorded net income of approximately $345,000
for the year ended December 31, 1998, as compared to net income of approximately
$212,000 for the year ended December 31, 1997. This favorable increase in net
income is primarily due to an increase in revenue of approximately $395,000 and
a decrease in interest expense of approximately $24,000, offset by an increase
in expenses of approximately $286,000. The increase in revenue is due to
increases of approximately 13% in average daily room rates at the Inn,
approximately 6% in rental rates at the Apartments and a slight increase in
occupancy at the Inn. The Apartment's economic occupancy rates for the years
1998 and 1997 were 96% and 97%, respectively, while the average occupancy of the
Inn for the years 1998 and 1997 were 73% and 71%, respectively. The decrease in
interest expense in 1998, compared to 1997, is due to the settlement of the
Marina promissory note payable, which was paid in full in September of 1997, and
also the amortization of the Building Venture's mortgage note payable. Expenses
increased in 1998, compared to 1997, due to increases in other operating
expenses, payroll services and management fees, offset by a decrease in
depreciation and amortization. Other operating expenses increased mainly due to
increased food and beverage activity at the Inn, the settlement payment of
$65,000 to settle a lawsuit (see Item 3), and repair and maintenance
expenditures at the Inn, Apartments and Marina. Payroll services increased due
to additional staffing at the Ventures' and management fees, which are based on
gross receipts, increased as a result of the increased revenues. Depreciation
and amortization decreased because the Building Venture had fully depreciated
its furniture and fixtures in the second quarter of 1998.
<PAGE>
Item 8. Financial Statements and Supplementary Data.
See the Financial Statements of the Partnership included as
part of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a) and (b)Identification of Directors and Executive Officers.
The following table sets forth the name and age of the
director and executive officer of BHP II Advisors and the offices held by such
person.
Name Office Age
Terrence P. Sullivan President and Director 53
Mr. Sullivan had served as a director and executive officer of
BHP II Advisors since the organization of PAS II in June 1989. Since that time
he had also been a general partner of BHP II Advisors. As of December 31, 1999,
BHP II Advisors and PAS II were liquidated and formally dissolved. Mr. Sullivan
is also an executive officer of Boston Capital Planning.
(c) Family Relationships.
None.
(e) Business Experience.
The background and experience of the executive officer and
director of BHP II Advisors and Boston Capital Planning identified above in
Items 10(a) and 10(b) are as follows:
Terrence P. Sullivan, 53, is the founder and sole shareholder
of Boston Capital Planning, a financial consulting and real estate syndication
firm, and its wholly-owned subsidiary, Boston Bay Capital, Inc. (Boston Bay
Capital). Founded in 1979, Boston Bay Capital was an NASD-Registered
broker/dealer specializing in placement of interests in real estate limited
partnerships which own historic and restoration properties. From 1986 through
December 31, 1989, Boston Bay Capital participated in the placement of limited
partnership interest in 98 real estate programs, over 60 of which were historic
rehabilitation or restoration partnerships, placing a total of approximately
$140,000,000 in equity. In addition, from 1987 to 1990, Boston Bay Capital
served as dealer manager in connection with the sale of units of limited
partnership interest in Historic Preservation Properties Limited Partnership,
Historic Preservation Properties 1988 Limited Partnership, Historic Preservation
Properties 1989 Limited Partnership and the Partnership, the first four public
programs sponsored by Affiliates of the General Partner. Such public programs
sold an aggregate of approximately $82 million of Units of limited partnership
interest. From 1972 to 1978, Mr. Sullivan was the Tax Shelter coordinator for
the Boston office of White, Weld & Co., Inc., an investment banking firm. Mr.
Sullivan graduated from Worcester Polytechnic Institute in 1968 with a Bachelor
of Science degree in mechanical engineering. He received a Masters in Business
Administration degree from the University of Massachusetts (Amherst) in 1971.
Mr. Sullivan served as a general partner of BBC Restoration Properties II
Limited Partnership, which concluded its business affairs December 31, 1999. In
addition, an entity controlled by Mr. Sullivan serves as the general partner of
Institutional Credit Partners Limited Partnership (ICP), a partnership organized
to invest in a diversified portfolio of properties which qualify for low income
housing tax credits, Rehabilitation Tax Credits, or both. In 1989, ICP completed
a private placement of $5,790,000 of limited partnership interest to
corporations and other institutional investors.
<PAGE>
(f)-(g) Involvement in Certain Legal Proceedings.
None
Item 11. Executive Compensation.
The director and executive officer of PAS II and Boston
Capital Planning received no remuneration from the Partnership.
Under the Partnership Agreement, the General Partner and its
affiliates were entitled to receive various fees, expense reimbursements,
commissions, cash distributions, allocations of taxable income or loss and tax
credits from the Partnership. The amounts of these items and the times at which
they are payable to the General Partner or its affiliates are described at pages
14-16 and 36-39 of the Prospectus under the captions "Management Compensation"
and "Cash Distributions and Net Profits and Net Losses", respectively, which
descriptions are incorporated herein by this reference.
No commissions, fees, or cash distributions were paid by the
Partnership to the General Partner or its affiliates for the years ended
December 31, 1999, 1998 and 1997. No reimbursements were made for the years
ended December 31, 1999, 1998 or 1997.
For the year ended December 31, 1999, the Partnership
allocated approximately $88,768 of taxable income to the General Partner. See
Note 5 to Financial Statements for additional information about transactions
between the Partnership and the General Partner and its affiliates.
Item 12. Unit Ownership of Certain Beneficial Owners and Management.
(a) Unit Ownership of Certain Beneficial Owners.
The Spiegel Corporation, 1515 West 22nd Street, Oak
Brook, Illinois 60522, was known by the Partnership to have been the beneficial
owner of more than 5% of the outstanding Units at December 31, 1999, the date
of dissolution of the Partnership (2,000 units; 12.22%). Under the Partnership
Agreement, the voting rights of the Limited Partners were limited and, in
some circumstances, are subject to the prior receipt of certain opinions of
counsel or judicial decisions.
Under the Partnership Agreement, the right to manage
the business of the Partnership was vested solely in the General Partner,
although the consent of a majority in interest of the Limited Partners was
required for the sale at one time of all or substantially all of the Partner-
ship's assets and with respect to certain other matters. As discussed in Item
1, the Partnership submitted a Consent Solicitation Statement, dated August 2,
1999 as filed with the Securities and Exchange Commission, to the Limited
Partners to obtain the approval for the sale, subsequent distribution of
net proceeds and liquidation of the Partnership. By August 31, 1999, the
Partnership received the approval for the sale from 57% in interest of its
Limited Partners. See Item 1 above for a description of the General Partner
and its general partners.
<PAGE>
(b) Unit Ownership of Management.
No director or executive officer of BHP II Advisors,
Boston Capital Planning or their affiliates had any
beneficial ownership of Units. No officer or director of BHP II Advisors or
Boston Capital Planning, nor any general partner of the General Partner, nor any
of their respective affiliates, possessed the right to acquire Units.
(c) Change in Control.
There existed no arrangement known to the Partner-
ship which may have at a subsequent date resulted in a change in control of the
Partnership.
Item 13. Certain Relationships and Related Transactions.
See Note 5 of Notes to Financial Statements for information
about transactions between the Partnership and the General Partner and its
affiliates. See Item 11 above for information concerning the fees, commissions,
reimbursements and cash distributions which the Partnership paid to or accrued
for the account of the General Partner and its affiliates for the years ended
December 31, 1999, 1998 and 1997.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a) The following documents are filed as part of this
report:
1. Financial Statements - The Financial Statements
listed on the accompanying Index to Financial
Statements and Schedule are filed as a part of this
Annual Report.
2. Financial Statement Schedules - The Financial
Statement Schedules listed on the accompanying Index
to Financial Statements and Schedules are filed as a
part of this Annual Report.
3. Exhibits
3(a) Certificate of Limited Partnership of
Historic Preservation Properties 1990 L.P.
Tax Credit Fund dated as of September 29,
1989, (filed as exhibit 3A to the
Partnership's Registration Statement on Form
S-11, File No. 33-31778, and incorporated
herein by this reference).
3(b) Certificate of Amendment of Historic
Preservation Properties 1990 L.P. Tax Credit
Fund dated as of October 23, 1989, (filed as
exhibit 3C to the Partnership's Registration
Statement on Form S-11, File No. 33-31778,
and incorporated herein by this reference).
3(c) Amended and Restated Agreement of Limited
Partnership of Historic Preservation
Properties 1990 L.P. Tax Credit Fund dated
as of March 30, 1990, as currently in
effect, other than amendments thereto which
provide solely for the admission or
withdrawal of investors as limited partners
of the Partnership (attached as Exhibit A to
Prospectus of the Partnership included as
part of its Registration Statement on Form
S-11, File No. 33-31778, and incorporated
herein by reference).
4. See Exhibits 3(a), 3(b) and 3(c).
10(a) Escrow Deposit Agreement between Historic
Preservation Properties 1990 L.P. Tax Credit Fund and
Wainwright Bank and Trust Company, (filed as exhibit
10A to the Partnership's Registration Statement of
Form S-11, File No. 33-31778, and incorporated herein
by this reference).
<PAGE>
10(b) Documents relating to the acquisition of partnership
interests in Henderson's Wharf Baltimore, L.P. and
Henderson's Wharf Marina, L.P.and material contracts
of these partnerships:
I. Certificate of Limited Partnership of
Henderson's Wharf Baltimore, L.P. dated as
of July 12, 1990 and filed in the Office of
the Secretary of State of Delaware on July
20, 1990. (1)
II. Certificate of Limited Partnership of
Henderson's Wharf Marina, L.P. dated as of
July 12, 1990 and filed in the Office of the
Secretary of State of Delaware on July 20,
1990. (1)
III. Agreement of Limited Partnership of
Henderson's Wharf Baltimore, L.P. dated as
of July 18, 1990. (1)
IV. Agreement of Limited Partnership of
Henderson's Wharf Marina, L.P. dated as of
July 18, 1990. (1)
V. Certificate of Amendment of Certificate of
Limited Partnership of Henderson's Wharf
Baltimore, L.P. dated as of February 14,
1991 and filed in the Office of the
Secretary of State of Delaware on March 5,
1991. (2)
VI. Certificate of Amendment of Certificate of
Limited Partnership of Henderson's Wharf
Marina, L.P. dated as of February 14,
1991 and filed in the Office of the
Secretary of State of Delaware on
March 5, 1991. (2)
VII. Amended and Restated Agreement of Limited
Partnership of Henderson's Wharf Baltimore,
L.P. dated as of July 31, 1990. (1)
VIII. Second Amended and Restated Agreement of
Limited Partnership of Henderson's Wharf
Baltimore, L.P. dated February 1, 1991.(2)
IX. Amended and Restated Agreement of Limited
Partnership of Henderson's Wharf Marina,
L.P. dated as of July 31, 1990. (1)
X. Second Amended and Restated Agreement of
Limited Partnership of Henderson's Wharf
Marina, L.P. dated February 1, 1991. (2)
(1) Previously filed as part of exhibit 10B to the Partnership's
Registration Statement on Form S-11, File No. 33-31778, and incorporated herein
by this reference.
(2) Previously filed as part of exhibit 10(b) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated
herein by this reference.
<PAGE>
XI. Agreement for Sale of Henderson's Wharf, the
Fastlands and Marina among HWFP, Inc.,
Kenneth M. Stein, J.E. Robert, the United
Brotherhood of Carpenters and Joiners of
America and Historic Preservation Properties
1990 L.P. Tax Credit Fund dated June 19,
1990. (1)
XII. Assignment and Assumption Agreement
Regarding Contract Rights between
Historic Preservation Properties 1990 L.P.
Tax Credit Fund and Henderson's Wharf
Baltimore, L.P. dated July 31, 1990. (1)
XIII. Assignment and Assumption Agreement
Regarding Contract Rights between
Historic Preservation Properties 1990 L.P.
Tax Credit Fund and Henderson's Wharf
Marina, L.P. dated July 31, 1990. (1)
XIV. Deed dated July 31, 1990 from Joseph E.
Robert, Jr., Kenneth M. Stein and HWFP, Inc.
to Henderson's Wharf Baltimore, L.P. (1)
XV. Deed dated July 31, 1990 from Joseph E.
Robert, Jr., Kenneth M. Stein and HWFP, Inc.
to Henderson's Wharf Marina, L.P. (1)
XVI. Assignment and Blanket Transfer from HWFP,
Inc. and the United Brotherhood of
Carpenters and Joiners of America to
Henderson's Wharf Baltimore, L.P. dated
July 31, 1990. (1)
XVII. Assignment and Blanket Transfer from HWFP,
Inc. and the United Brotherhood of
Carpenters and Joiners of America to
Henderson's Wharf Marina, L.P. dated July
31, 1990. (1)
XVIII. Purchase Money Promissory Note of
Henderson's Wharf Baltimore, L.P. to HWFP,
Inc. dated July 31, 1990 in the principal
amount of $6,350,000. (1)
XIX. Purchase Money Promissory Note of
Henderson's Wharf Marina, L.P. to HWFP,Inc.
dated July 31, 1990 in the principal amount
of $1,187,500. (1)
XX. Contingent Purchase Price Promissory Note of
Henderson's Wharf Baltimore, L.P. to HWFP,
Inc. dated July 31, 1990 in the principal
amount of $1,150,000. (1)
XXI. Purchase Money Deed of Trust between
Henderson's Wharf Baltimore, L.P. and
Kenneth M. Stein and Joseph E. Robert, Jr.,
Trustees, dated July 31, 1990. (1)
(1) Previously filed as part of exhibit 10B to the Partnership's
Registration Statement on Form S-11, File No. 33-31778, and incorporated herein
by this reference.
<PAGE>
XXII. Purchase Money Deed of Trust between
Henderson's Wharf Marina, L.P. and Kenneth
M. Stein and Joseph E. Robert, Jr.,
Trustees, dated July 31, 1990. (1)
XXIII. First Amendment to Amended and Restated
Henderson's Wharf Disposition Agreement
among Henderson's Wharf Baltimore, L.P.,
Henderson's Wharf Marina, L.P.and the Mayor
and City Council of Baltimore, Maryland
dated July 31, 1990. (1)
XXIV. Second Amendment to Pedestrian Promenade
Easement Agreement among Henderson's Wharf
Baltimore, L.P. Henderson's Wharf Marina,
L.P. and the Mayor and City Council of
Baltimore, Maryland dated July 31, 1990. (1)
XXV. Property Management and Brokerage Agreement
between Henderson's Wharf Baltimore,L.P.and
Richland Management, Inc. dated as of July
31, 1990. (1)
XXVI. Development Agreement between Henderson's
Wharf Baltimore, L.P. and Richland #1, L.P.
dated as of July 31, 1990. (1)
XXVII. Inn Lease between Henderson's Wharf
Baltimore, L.P. and Hillcrest Management,
Inc. dated as of July 31, 1990. (1)
XXVIII. Property Management and Brokerage Agreement
between Henderson's Wharf Baltimore, L.P.
and Hillcrest Management, Inc. dated as of
February 1, 1991. (2)
XXIX. Consulting Agreement between Henderson's
Wharf Baltimore, L.P. and Hillcrest
Management, Inc. dated as of February 1,
1991. (2)
XXX. Settlement Agreement between Historic
Preservation Properties 1990 L.P. Tax Credit
Fund, Henderson's Wharf Baltimore, L.P.
Henderson's Wharf Marina, L.P. and Richard
F. Holland, Richland #1 L.P., Richland
Management, Inc., Richland Partners, Inc.,
Richland Construction, Inc., Richland
Historic Properties, Inc. and Richland #2
L.P. dated February 1, 1991. (2)
(1) Previously filed as part of exhibit 10B to the Partnership's
Registration Statement on Form S-11, File No. 33-31778, and incorporated herein
by this reference.
(2) Previously filed as part of exhibit 10(b) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated
herein by this reference.
<PAGE>
XXXI. Amendment No. 1 to the Second Amended and
Restated Agreement of Limited Partnership
between Henderson's Wharf Development
Corporation, Historic Preservation
Properties 1990 L.P. Tax Credit Fund and
Hillcrest Management, Inc. dated August 1,
1991. (3)
XXXII. Settlement Agreement between Historic
Preservation Properties 1990 L.P. Tax Credit
Fund, Boston Historic Partners II Limited
Partnership, BHP II Advisors Limited
Partnership, Terrence P. Sullivan, Portfolio
Advisory Services II, Inc., Boston Capital
Planning Group, Inc., Boston Bay Capital,
Inc. and Daniels Printing Company dated July
6, 1992. (4)
XXXIII. Second Amendment to Note 1, the Purchase
Money Promissory Note, between Henderson's
Wharf Baltimore, L.P. and HWFP, Inc. dated
December 7, 1992. (4)
XXXIV. Release of Deed of Trust securing $1,187,500
Purchase money Promissory Note between
HWFP, Inc. Joseph E. Robert, Jr., S.
Herbert Tinley, III and Henderson's Wharf
Marina L.P. dated December 31, 1992. (4)
XXXV. Third Amended and Restated Agreement of
Limited Partnership of Henderson's Wharf
Marina, L.P. dated December 31, 1992. (4)
XXXVI. Agreement regarding refund of real estate
taxes pertaining to Henderson's Wharf
Baltimore L.P. and HWFP, Inc. dated December
31, 1992. (4)
XXXVII. Property Management Agreement between
Henderson's Wharf Marina, L.P.and Hillcrest
Management, Inc. dated January 1, 1992. (4)
(3) Previously filed as part of exhibit 10(b) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated
herein by this reference.
(4) Previously filed as part of exhibit 10(b) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated
herein by this reference.
<PAGE>
XXXVIII. Property Management Agreement between
Henderson's Wharf Marina L.P., Henderson's
Wharf Baltimore, L.P. and the Residences and
Inn at Henderson's Wharf, collectively
referred to as "Henderson's Wharf" and
McKenna Management Associates, Inc., dated
August 23, 1993. (5)
XXXIX. Third Amendment to Note 1, the Purchase
Money Promissory Note, Between Henderson's
Wharf Baltimore, L.P. and HWFP, Inc. dated
December 31, 1993. (5)
XL. Fourth Amendment to Note 1, the Purchase
Money Promissory Note, between Henderson's
Baltimore, L.P. and HWFP, Inc. dated
February 22, 1994. (5)
XLI. Promissory Note between Historic
Preservation Properties 1990 L.P.Tax Credit
Fund and Lew Cohen dated July 1, 1993. (6)
XLII. Settlement documents which include the
Settlement Agreement and Mutual Release,
Agreement of Purchase and Sale, Deed,
Escro Agreement, Special Power of Attorney,
Option Agreement, Maryland Residential
Property Disclaimer Statement with Joseph
and Eileen Mason for Unit # 433, dated June
1, 1994. (6)
XLIII. Settlement documents which include the
Settlement Agreement and Mutual Release,
Agreement of Purchase and Sale, Deed,
Escrow Agreement,Special Power of Attorney,
Option Agreement, Maryland Residential
Property Disclaimer Statement and Lease with
Colvin Ryan for Unit # 510, dated June 1,
1994. (6)
XLIV. Settlement documents which include the
Agreement of Purchase and Sale, Deed,
Escrow Agreement, Special Power of Attorney
and Option Agreement with Anne B. Cook for
Unit # 409, dated October 24, 1994. (6)
XLV. Promissory Note between Historic
Preservation Properties 1990 L.P. Tax
Credit Fund and Hillcrest Asset Management,
Inc. dated December 30, 1994. (6)
XLVI. Pledge Agreement between Historic
Preservation Properties, Henderson's Wharf
Baltimore, L.P., Henderson's Wharf Marina,
L.P. and Hillcrest Asset Management, Inc.,
dated December 30, 1994. (6)
(5) Previously filed as part of exhibit 10(b) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated
herein by this reference.
(6) Previously filed as part of exhibit 10(b) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated
herein by this reference.
<PAGE>
XLVII. Property Management Agreement between
Henderson's Wharf Marina L.P., Henderson's
Wharf Baltimore, L.P. and the Residences and
Inn at Henderson's Wharf, collectively
referred to as "Henderson's Wharf" and
Claremont Management Corporation, dated
November 1, 1995. (7)
XLVIII. Asset Management Agreement between Historic
Preservation Properties 1990 L.P.Tax Credit
Fund and Claremont Management Corporation
dated October 1, 1995. (7)
XLIX. Deed of Trust Note between Historic
Preservation Properties 1990 L.P. Tax
Credit Fund and Aid Association for
Lutherans, dated February 27, 1996.(8)
L. Guaranty among Historic Preservation
Properties 1990 L.P. Tax Credit Fund,
Henderson's Wharf Baltimore L.P. and Aid
Association for Lutherans, dated February
27, 1996. (8)
LI. Indemnity Deed of Trust and Security
Agreement between Henderson's Wharf
Baltimore L.P. and Aid Association for
Lutherans, dated February 27, 1996. (8)
LII. Assignment of Rents and Leases between
Henderson's Wharf Baltimore L.P. and Aid
Association for Lutherans, dated February
27, 1996. (8)
LIII. Escrow Agreement among Henderson's Wharf
Baltimore L.P., Calvin Gregg Ryan and
Douglas G. Worrall, dated February 27, 1996.
(8)
LIV. Attorney's letter concerning purchase of
condominium and parking units sold by Joseph
and Eileen Mason to Henderson's Wharf
Baltimore L.P., dated February 27, 1996. (8)
LV. Attorney's letter concerning purchase of
condo condominium and parking units sold
by Anne B. Cook to Henderson's Wharf
Baltimore L.P., dated February 27, 1996. (8)
(7) Previously filed as part of exhibit 10(b) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated
herein by this reference.
(8) Previously filed as part of exhibit 10(b) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated
herein by this reference.
<PAGE>
LVI. Partnership Interest Redemption Agreement
among Henderson's Wharf Marina L.P., HWFP,
Inc., Henderson's Wharf Development
Corporation, and Historic Preservation
Properties 1990 L.P. Tax Credit Fund, dated
February 27, 1996. (8)
LVII. Promissory Note between Henderson's Wharf
Marina L.P. and HWFP, Inc., dated February
27, 1996. (8)
LIX. Assignment of Leases and Rents between
Henderson's Wharf Marina L.P. and HWFP,
Inc., dated February 27, 1996. (8)
LX. Settlement letter on prepaymentof Promissory
Note between Henderson's Wharf Marina L.P.
and HWFP, Inc., dated September 30, 1997.(9)
LXI. Closing documents which include Purchase
and Sale Agreement and Deed of Exchange
with Joseph V. Brady for the exchange of
Unit 610 for Unit 422, date March 17, 1998.
LXII. Primary Property and Marina Management
Agreements between Henderson's Wharf
Baltimore, L.P., Henderson's Wharf Marina,
L.P. Gunn Financial Incorporated, dated May
18, 1998.
LXIII. Asset Management Agreement between
Historic Preservation Properties 1990 L.P.
Tax Credit Fund and Gunn Financial
Incorporated dated July 1, 1998.
LXIV. Closing documents which include Settlement
Agreement, Mutual Release, and Agreement
of Sale and Purchase, and Deed between
Henderson's Wharf Baltimore L.P. and Richard
Sassi for Unit 406, dated November 3, 1998.
LXV. Consent Solicitation Statement furnished
to the Limited Partners in connection with
approval of the sale of substantially
all the assets of the Partnership. (11)
- --------------------
(8) Previously filed as part of exhibit 10(b) to the
Partnership's Annual Report on Form 10-K for year ended December 31, 1996 and
incorporated herein by this reference.
(9) Previously filed as part of exhibit 10 (b) to the
Partnership's Annual Report on Form 10-K for the year ended December 31, 1997
and incorporated herein by this reference.
(11) Previously filed as Form 14A with the Commission on August 2,
1999 and incorporated herein by this reference.
<PAGE>
LXVI. Agreement for the Purchase and Sale of Real
Property between Henderson's Wharf
Baltimore, LP (Seller) and Henderson's Wharf
Baltimore, LLC (Buyer), dated July 9, 1999.
(12)
LXVII. Agreement for the Purchase and Sale of Real
Property between Henderson's Wharf Marina,
LP (Seller) and Henderson's Wharf Marina,
Inc. (Buyer), dated July 9, 1999. (12)
10 (c) Asset Management Agreement between Historic
Preservation Properties 1990 L.P.Tax Credit
Fund and Hillcrest Asset Management, Inc.
dated January 1, 1992. (4)
22 List of Ventures. (2)
28 (ii) (a) Supplement No. 1 to the Partnership's
Prospectus dated August 1, 1990. (10)
(b) Supplement No. 2 to the Partnership's
Prospectus dated December 3, 1990. (10)
(c) Pages 14-16, 28-36 and 36-39 of the
Partnership's Prospectus dated March 30,
1990 and filed with the Commission pursuant
to Rule 424(b) on April 6, 1990. (10)
(2) Previously filed as part of exhibit 22 to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated
herein by this reference.
(4) Previously filed as part of exhibit 10(b) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated
herein by this reference.
(10) Previously filed as part of exhibit 28(ii) (a) to the
Partnership's Annual Partnership Report on Form 10-K for the year ended December
31, 1990 and incorporated herein by this reference.
(12) Previously filed as an exhibit to Form 8-K with the
Commission on September 24, 1999 and incorporated herein by this reference.
<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.
HISTORIC PRESERVATION PROPERTIES 1990 L.P.
TAX CREDIT FUND
By: BOSTON HISTORIC PARTNERS II LIMITED
PARTNERSHIP, GENERAL PARTNER
By: BHP II ADVISORS LIMITED PARTNERSHIP
By: PORTFOLIO ADVISORY SERVICES II, INC.
Date: March 15, 2000 By: /s/ Terrence P. Sullivan
-------------- ------------------------
Terrence P. Sullivan,
President
and
Date: March 15, 2000 By: /s/ Terrence P. Sullivan
-------------- ------------------------
Terrence P. Sullivan,
General Partner
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title
/s/ Terrence P. Sullivan Individual General Partner of
Terrence P. Sullivan BHP II Advisors Limited Partnership
and as President and Principal
Date: March 15, 2000 Executive Officer of Portfolio
Advisory Services II, Inc.,
General Partner of BHP II
Advisors Limited Partnership
Principal Financial and
/s/ Terrence P. Sullivan Principal Accounting Officer
Terrence P. Sullivan of Portfolio Advisory Services II,
Inc., General Partner of BHP II
Date: March 15, 2000 Advisors Limited Partnership
<PAGE>
Supplemental Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.
An annual report will be furnished to
Unit holders subsequent to filing of this Form 10-K.
<PAGE>
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
(A LIQUIDATED PARTNERSHIP)
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1999, 1998 AND 1997
TOGETHER WITH INDEPENDENT AUDITORS' REPORTS
<PAGE>
ANNUAL REPORT ON FORM 10-K
ITEMS 14 (A) (1) AND (2)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Independent Auditors' Report F-3
Consolidated Balance Sheet as of December 31, 1998 F-4
Consolidated Statements of Operations for the
Years Ended December 31, 1999, 1998 and 1997 F-5
Consolidated Statements of Partners' Equity (Deficit)
for the Years Ended December 31, 1999, 1998 and 1997 F-6
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997 F-7
Notes to Consolidated Financial Statements F-8
F-2
<PAGE>
Independent Auditors' Report
The Partners
Historic Preservation Properties 1990
L.P. Tax Credit Fund
Boston, Massachusetts
We have audited the accompanying consolidated balance sheet of Historic
Preservation Properties 1990 L.P. Tax Credit Fund, (a liquidated partnership)
(the "Partnership") as of December 31, 1998, and the related consolidated
statements of operations, partners' equity (deficit) and cash flows for each of
the years in the three-year period ended December 31, 1999. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our 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
management, 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 Historic
Preservation Properties 1990 L.P. Tax Credit Fund (a liquidated partnership) as
of December 31, 1998, and the results of its operations and cash flows for each
of the years in the three-year period ended December 31, 1999, in conformity
with generally accepted accounting principles.
On September 9, 1999, the Partnership sold its investment in real estate.
Effective December 31, 1999, the Partnership liquidated.
Lefkowitz, Garfinkel, Champi & DeRienzo P.C.
Providence, Rhode Island
March 15, 2000
F-3
<PAGE>
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
(A LIQUIDATED PARTNERSHIP)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998
<TABLE>
<CAPTION>
ASSETS
1998
-----------------------
<S> <C>
INVESTMENT IN REAL ESTATE
Building and building improvements $ 15,145,302
Land 97,034
Furniture and equipment 980,447
Marina - land and improvements 1,659,050
Deferred evaluation and acquisition costs 1,102,600
-----------------------
18,984,433
Less accumulated depreciation and amortization 4,242,639
-----------------------
14,741,794
Reserve for realization of Marina land
and improvements (845,672)
-----------------------
13,896,122
CASH AND CASH EQUIVALENTS 540,298
CASH EQUIVALENT, SECURITY DEPOSITS 85,958
ESCROW DEPOSITS 546,834
DEFERRED COSTS, net of accumulated
amortization of $51,761 130,924
OTHER ASSETS 269,188
-----------------------
$ 15,469,324
=======================
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Note payable $ 5,619,134
Accrued expenses and other liabilities 338,908
Security deposits 78,055
------------------------
Total liabilities 6,036,097
------------------------
COMMITMENTS (Notes 3 and 5)
PARTNERS' EQUITY
Limited Partners' equity-Units of Investor
Limited Partnership Interest, $1,000 stated
value per Unit-16,361 issued and outstanding units 9,481,256
General Partner's deficit (48,029)
-----------------------
Total partners' equity 9,433,227
------------------------
$ 15,469,324
========================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
HISTORIC PRESERVATION PROPERTIES 1990 L. P. TAX CREDIT FUND
(A LIQUIDATED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
---------------------- --------------------- -----------------------
REVENUE:
<S> <C> <C> <C>
Rental and related income $ 2,657,682 $ 3,611,487 $ 3,230,009
Interest and other income 39,298 44,902 31,252
---------------------- --------------------- -----------------------
2,696,980 3,656,389 3,261,261
---------------------- --------------------- -----------------------
Operating and administrative 231,117 245,565 245,895
Property operating expenses:
Payroll services 531,181 584,655 510,085
Condominium assessments 422,434 379,894 382,632
Real estate taxes 50,089 256,005 258,426
Management fees 112,195 152,980 142,088
Other operating expenses 664,212 769,540 457,067
Depreciation and amortization 481,887 475,872 582,710
---------------------- --------------------- -----------------------
2,493,115 2,864,511 2,578,903
---------------------- ---------------------- ---------------------
INCOME FROM OPERATIONS BEFORE
INTEREST EXPENSE, MORTGAGE PRE-
PAYMENT EXPENSE, SOLICITATION
AND LIQUIDATION EXPENSE, AND
AND LOSS ON SALE OF REAL ESTATE 203,865 791,878 682,358
INTEREST EXPENSE (303,349) (446,989) (470,533)
MORTGAGE PREPAYMENT EXPENSE (390,126) - -
SOLICITATION AND LIQUIDATION EXPENSE (210,675) - -
LOSS ON SALE OF REAL ESTATE
(NET OF DIRECT COSTS OF $295,256
AND UNAMORTIZED DEFERRED
EVALUATION AND ACQUISITION
COSTS OF $863,021) (961,140) - -
---------------------- --------------------- -----------------------
NET INCOME (LOSS) $ (1,661,425) $ 344,889 $ 211,825
====================== ===================== =======================
NET INCOME (LOSS) ALLOCATED TO
GENERAL PARTNER $ (16,614) $ 3,449 $ 2,118
====================== ===================== =======================
NET INCOME (LOSS) ALLOCATED TO
LIMITED PARTNERS $ (1,644,811) $ 341,440 $ 209,707
====================== ===================== =======================
NET INCOME (LOSS) PER UNIT OF
LIMITED PARTNERSHIP INTEREST,
BASED ON 16,361 UNITS
OUTSTANDING $ (100.53) $ 20.87 $ 12.82
====================== ===================== =======================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
(A LIQUIDATED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
Units of
Investor Investor
Limited Limited General
Partnership Partners' Partner's
Interest Equity Deficit Total
--------------- ---------------- ---------------- ------------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1996 16,361 $ 8,930,109 $ (53,596) $ 8,876,513
Net income - 209,707 2,118 211,825
--------------- ---------------- ---------------- ------------------
BALANCE, December 31, 1997 16,361 9,139,816 (51,478) 9,088,338
Net income - 341,440 3,449 344,889
--------------- ---------------- ---------------- ------------------
BALANCE, December 31, 1998 16,361 9,481,256 (48,029) 9,433,227
Net loss prior to
sale of real estate - (693,282) (7,003) (700,285)
Loss on sale of real estate - (951,529) (9,611) (961,140)
Distributions to partners (16,361) (7,771,802) - (7,771,802)
Transfer upon liquidation - (64,643) 64,643 -
--------------- ---------------- ---------------- ------------------
BALANCE, December 31, 1999 - $ - $ - $ -
=============== ================ ================ ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
(A LIQUIDATED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------------- ------------------ -------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (1,661,425) $ 344,889 $ 211,825
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 481,887 475,872 582,710
Mortgage prepayment penalty 390,126 - -
Solicitation and liquidation expense 210,675 - -
Loss on disposal of furniture and equipment 3,699 - -
Loss on sale of real estate 961,140 - -
Decrease (increase) in security deposits, net 7,903 (3,533) 1,227
Decrease in accrued expenses and
other liabilities (338,908) (3,692) (24,199)
Decrease (increase) in escrow deposits 546,834 (394,622) (52,008)
Decrease (increase) in other assets 188,473 (152,381) (34,164)
------------------- ------------------ -------------------
Net cash provided by operating activities 790,404 266,533 685,391
------------------- ------------------ -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to building and improvements (62,953) (114,346) -
Proceeds from exchange of building and building
improvements - 122,843 -
Purchase of furniture and equipment (377,279) (9,711) (9,500)
Additions to marina (82,427) (247,769) (33,727)
Proceeds from sale of real estate, net 13,183,694 - -
------------------- ------------------ -------------------
Net cash provided by (used in) investing activities 12,661,035 (248,983) (43,227)
------------------- ------------------ -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments of mortgage note payable (105,345) (148,063) (355,887)
Payment of mortgage note payable (5,513,789) - -
Mortgage prepayment penalty (390,126) - -
Solicitation and liquidation expense (210,675) - -
Distributions (7,771,802) - -
------------------- ------------------ -------------------
Cash used in financing activities (13,991,737) (148,063) (355,887)
------------------- ------------------ -------------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (540,298) (130,513) 286,277
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 540,298 670,811 384,534
------------------- ------------------ -------------------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ - $ 540,298 $ 670,811
=================== ================== ===================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 321,728 $ 447,473 $ 471,665
=================== ================== ===================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
(A LIQUIDATED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(1) Organization and General Partner - BHPII
Historic Preservation Properties 1990 L.P. Tax Credit Fund (HPP'90) was
formed on October 4, 1989 under the Delaware Revised Uniform Limited
Partnership Act. The purpose of HPP'90 was to invest in a portfolio of
real properties which were intended to qualify for rehabilitation tax
credits (Rehabilitation Tax Credits) afforded by Section 47 of the
Internal Revenue Code of 1986, as amended, to rehabilitate such
properties (or acquire such properties in the process of rehabilitation
and complete such rehabilitation) in a manner intended to render a
portion of the costs thereof eligible for Rehabilitation Tax Credits,
and to operate such properties.
Boston Historic Partners II Limited Partnership (BHP II), a Delaware
limited partnership, was the general partner of HPP'90. BHP II was
formed in June 1989 for the purpose of organizing, syndicating, and
managing publicly offered real estate limited partnerships (Public
Rehabilitation Partnerships). Officers of Boston Capital Planning
Group, Inc. (BCPG), an affiliate of BHP II, were the initial limited
partners of HPP'90. The initial limited partners withdrew as limited
partners upon the first admission of Investor Limited Partners (Limited
Partners). Prior to admission of the Limited Partners, all costs
incurred by HPP'90 were paid by BHP II. On June 29, 1990, the first
Limited Partners were admitted to HPP'90 and operations commenced.
The Amended and Restated Agreement of Limited Partnership (Partnership
Agreement) of HPP'90 generally provided that all net profits, net
losses, tax credits and cash distributions of HPP'90 from normal
operations subsequent to admissions of Limited Partners be allocated
99% to the Limited Partners and 1% to BHP II. Proceeds from sales or
refinancing generally were to be distributed 100% to the Limited
Partners until they had received an amount equal to their Adjusted
Capital Contributions (as defined in the Partnership Agreement) plus
priority returns and additional incentive priority returns for certain
Limited Partners admitted to HPP'90 on or prior to certain specified
dates.
As discussed in Note 3, on September 9, 1999 HPP'90 sold its real
estate properties and the Limited Partners of HPP'90 subsequently
received total distributions of $7,771,802 in 1999. As of December 31,
1999, HPP'90 completed its business operations, liquidated, and
formally dissolved.
(2) Summary of Significant Accounting Policies
Principles of Consolidation
HPP'90 held a 99% general partner interest and Henderson's Wharf
Development Corp. (HWDC), a wholly owned subsidiary of HPP'90, held a
total general and limited partner interest of 1% in Henderson's Wharf
Baltimore Limited Partnership (HWB). HPP'90 held a 98% limited partner
interest and HWDC held a 2% general partner interest in Henderson's
Wharf Marina Limited Partnership (HWM). All operating and financial
policy decisions of HWB and HWM were controlled by HPP'90 and HWDC.
The consolidated financial statements include the accounts of HPP'90,
Henderson's Wharf Baltimore, L.P. and Henderson's Wharf Marina, L.P.
after elimination of all intercompany transactions and accounts.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affected 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 revenue
and expenses during the reporting period. Actual results could differ
from those estimates.
Real Estate and Depreciation
Real estate was held for lease and stated at the lower of cost or net
realizable value. Depreciation was provided over the estimated economic
useful lives of the assets using the straight-line method. Depreciation
expense for the years ended December 31, 1999, 1998 and 1997 totaled
$331,898, $430,039 and $536,007, respectively.
F-8
<PAGE>
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
(A LIQUIDATED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(2) Summary of Significant Accounting Policies (Continued)
Deferred Evaluation and Acquisition Costs
Expenditures related to the purchase of real estate were capitalized
and amortized on a straight-line basis over the estimated economic
useful life of real property (40 years). Amortization expense relating
to deferred evaluation and acquisition costs totaled $19,065, $27,564
and $27,564 for the years ended December 31, 1999, 1998 and 1997,
respectively.
Cash, Cash Equivalents, and Concentration of Credit Risk
HPP'90 considered all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Cash
equivalents at December 31, 1998 totaled $449,934.
At December 31, 1998, HPP'90 had $823,168 of cash and cash equivalents
and escrow deposits on deposit in banks in excess of amounts insured by
the Federal Deposit Insurance Corporation or otherwise not insured.
Deferred Costs
Deferred costs related to HPP'90's note payable were amortized on a
straight-line basis over the term of the note. As discussed in Note 3,
on September 9, 1999 the investment properties of HPP'90 were sold and
the lender was paid in full all amounts due under the note payable.
Therefore, in 1999, HPP'90 amortized the remaining unamortized deferred
costs related to the note payable. Amortization expense relating to
deferred costs for the years ended December 31, 1999, 1998 and 1997
totaled $130,924, $18,269 and $19,139, respectively.
Revenue Recognition
Revenue from residential units, principally under annual operating
leases, was recorded when due. Revenue from rental of inn units was
recognized when earned.
Income Taxes
No provision (benefit) for income taxes is reflected in the
accompanying consolidated financial statements of HPP'90. All partners
are required to report on their tax returns their allocable share of
income, gains, losses, deductions and credits determined on a tax
basis.
(3) Investment in Real Estate
HPP'90 had an interest in the following entities:
Henderson's Wharf Baltimore, L.P. (the Building Venture) was a Delaware
limited partnership formed on July 20, 1990 to acquire and retain a fee
interest in a seven-story building on 1.5 acres of land and to
rehabilitate the building into residential apartment units with 153
indoor parking spaces (the Apartments) and a 38 room inn (the Inn)
located at 1000 Fell Street, Baltimore, Maryland. In addition to the
inn, the building contains a total of 137 residential units, 8 of which
are owned by unrelated parties. The building had been substantially
renovated and certain renovation costs qualified for Rehabilitation Tax
Credits. The Building Venture purchased its interest for $6,812,500,
which included seller financing of $6,350,000, and a contingent
purchase price promissory note (see Note 4). Contributions by HPP'90 to
the Building Venture totaled $12,382,117.
Rehabilitation Tax Credits generated by the Building Venture and
previously allocated to HPP'90's Limited Partners totaled $3,174,059
since inception. As of December 31, 1996, 100% of the credits were
fully vested.
HPP'90 had made all required capital contributions to the Building
Venture in accordance with the Building Venture's partnership
agreement.
F-9
<PAGE>
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
(A LIQUIDATED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(3) Investment in Real Estate (Continued)
On February 27, 1996, the Building Venture purchased three condominium
units and parking spaces owned by unrelated parties, in conjunction
with the refinancing of its note payable (see Note 4). On March 17,
1998, the Building Venture exchanged a condominium unit and parking
spaces with an unrelated party in return for that unrelated party's
condominium unit, parking spaces and $135,000. The transaction resulted
in net cash proceeds of $122,843, after closing costs. On November 3,
1998, as part of a negotiated settlement as discussed in Note 4, the
Building Venture purchased a condominium unit and parking space owned
by an unrelated party, with whom the Building Venture was engaged in a
lawsuit and countersuit, for a purchase price of $110,000.
HPP'90's operations principally consisted of accounting, investor
services and other general and administrative costs, and were funded
from distributions by the Building Venture. Also, distributions from
the Building Venture were used to fund reserves for the capital needs
of HPP'90's real property entities as well as to provide funds to
distribute to HPP'90's Limited Partners. For the years ended December
31, 1999, 1998 and 1997, the Building Venture distributed to HPP'90
$8,005,846 (including $7,463,508 of net sales proceeds), $1,159,000 and
$501,000, respectively.
Henderson's Wharf Marina, L.P. (the Marina Venture) was a Delaware
limited partnership formed on July 20, 1990 to acquire and retain a fee
interest in a 1.92 acre parcel of land together with a 256-slip marina
located in Baltimore, Maryland. HPP'90 purchased the Marina Venture for
$1,266,363, which included seller financing of $1,187,500.
Contributions to the Marina Venture by HPP'90 totaled $838,336.
The Marina Venture had operated a minimal number of slips from 1991
through 1995 due to the significant repairs necessary to be fully
operational. For the years ended December 31, 1999, 1998 and 1997, the
Marina Venture added $47,405, $282,791 and $33,727, respectively, of
utility, safety and other improvements, increasing the number of fully
operational slips to 256. Substantial repairs were still needed to
maintain the Marina Venture's land which provided parking to the Marina
and Inn (see Note 5).
The Building Venture and the Marina Venture are collectively referred
to as "the Ventures".
Generally, allocations of net profits and losses as well as cash flow
of the Building Venture and Marina Venture were allocated in accordance
with the Ventures' respective amended partnership agreements.
In July 1999, the Ventures entered into purchase and sale agreements
with an affiliate of Gunn Financial, Inc. (see Note 5), a party
unaffiliated with HPP'90 and the Ventures, to sell the properties owned
by both the Building Venture and the Marina Venture for a combined
price of $13,550,000. The Partnership had obtained two recent
appraisals, each of which valued the combined properties at $13,500,000
and $13,540,000, respectively. The Partnership Agreement states that a
sale of substantially all the assets required the approval of a
majority in interest of the Limited Partners. The Partnership submitted
a Consent Solicitation Statement, dated August 2, 1999 as filed with
the Securities and Exchange Commission, to the Limited Partners to
obtain the approval for the sale, subsequent distribution of net
proceeds and liquidation of the Partnership. By August 31, 1999, the
Partnership received the approval for the sale from 57% in interest of
its Limited Partners.
On September 9, 1999, the Ventures consummated the sale of their
respective properties. The aggregate sale price paid for the Ventures'
properties was $13,550,000 with payments due at closing for direct
costs of $295,256, capital costs assumed by the buyer of $71,050,
mortgage note payable of $5,513,789, mortgage prepayment expense of
$390,126 and accrued interest of $30,058.
The purchasers acquired the Ventures' properties on an "as is" basis
with only limited representations and warranties by the Partnership as
to the condition of the properties or their fitness for any purpose.
Any representations made by the Partnership survive until February 9,
2000. As of March 15, 2000, no claim with respect to such
representations were made.
F-10
<PAGE>
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
(A LIQUIDATED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(3) Investment in Real Estate (Continued)
On September 13, 1999, HPP'90 distributed $450 per $1,000 unit for a
total of $7,362,450 to its Limited Partners ($450 per $1,000 unit,
16,361 units issued and outstanding). On December 30, 1999, HPP'90 made
a final distribution to its Limited Partners of $25.02 per $1,000 unit
totaling $409,352 ($25.02 per $1,000 unit), net of a withholding of
$4.21 per $1,000 unit for estimated Maryland state tax due on the gain
on the sale on behalf of Maryland nonresident individual limited
partners.
As of December 31, 1999, the Building Venture and the Marina Venture
concluded their respective business operations, liquidated and formally
dissolved.
(4) Note Payable
On February 27, 1996, HPP'90 issued a $6,000,000 deed of trust note to
a third party lender which provided funds for the Building Venture to
refinance the then outstanding balance of the seller financed purchase
money note and to purchase in part three condominium units and parking
spaces owned by unrelated parties. The deed of trust note bore interest
at 7.85%, amortized over a 20-year schedule and required monthly
principal and interest payments in the amount of $49,628, which
commenced April 1996 with the remaining unpaid principal and interest
scheduled to be due in March 2016. Under the deed of trust note, the
lender had the option with six months written notice to call amounts
outstanding under the deed of trust note at the end of ten years
(February 2006) or anytime thereafter. The deed of trust note was
secured by the Building Venture's property, rents and assignment of
leases and was guaranteed by the Building Venture.
As discussed in Note 3, on September 9, 1999 the Building Venture sold
its property and HPP'90 paid to the lender the remaining principal due
of $5,513,789, as well as accrued interest of $30,058 and mortgage
prepayment expense of $390,126.
(5) Transactions With Related Parties, Commitments and Contingencies
The Ventures entered into a consulting agreement (Consulting
Agreement), which expired on December 31, 1991, that required the
Building Venture to pay Hillcrest Management Inc., (HMI) a
Massachusetts corporation and former limited partner of the Ventures
with whom the Ventures had several contracts, a $15,000 refinancing fee
upon the closing of any refinancing of the existing Building Venture's
financing. The Consulting Agreement also required the Ventures to pay
HMI an incentive fee equal to 1% of the gross sales proceeds resulting
from the sale of the properties to an unaffiliated third party buyer.
The incentive fee commitment survived the December 31,1991 expiration
date of the Consulting Agreement and the termination of all other
agreements with HMI (see below). The Building Venture paid the $15,000
refinancing fee to HMI in March 1996 as a result of refinancing its
purchase price promissory note as discussed in Note 4. The Ventures
paid HMI $135,500 in September 1999 as a result of the sale of the
Ventures' properties as discussed in Note 3.
HPP'90 entered into an agreement on behalf of the Ventures to pay
contract termination settlement payments (Settlement Payments) totaling
$271,108 to HMI. The Settlement Payments required an initial payment of
$36,000 on January 27, 1995 and required monthly payments of $3,221
through the earlier of September 2001 or the occurrence of certain
events as defined in the agreement. The Settlement Payments were
secured by 100% of HPP'90's economic interest as a partner in the
Ventures, as defined in the agreements; net sales and refinancing
proceeds; cash flow; return of capital contributions; all of HPP'90's
cash and marketable securities in excess of $150,000; and all of the
Ventures' cash in excess of the greater of $200,000 or reserves
required by lenders. No distributions to the partners of HPP'90 were
permitted until all Settlement Payments were paid in full. The
Settlement Payments may have been prepaid, as defined in the agreement,
without penalty. As of December 31, 1998, unpaid Settlement Payments
included in accrued expenses and other liabilities totaled $106,280. In
1999, HPP'90 paid in full all Settlement Payments due HMI.
F-11
<PAGE>
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
(A LIQUIDATED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(5) Transactions With Related Parties, Commitments and Contingencies
(Continued)
On November 1, 1995, the Building Venture and Marina Venture entered
into property management contracts with Claremont Management
Corporation (CMC), an unaffiliated Massachusetts corporation, to manage
the apartment, inn and marina operations. The property management
contracts provided for payment of management fees to CMC equal to 4%
and 4.5% of apartment and inn gross receipts, as defined, respectively,
and 9% of marina gross receipts, as defined. The agreements expired on
June 30, 1998. For the period January 1, 1998 through June 30, 1998 and
for the year ended December 31, 1997, management fees paid to CMC by
the Ventures totaled $74,668 and $142,088, respectively.
Effective July 1, 1998, the Building Venture and Marina Venture entered
into property management contracts with Gunn Financial, Incorporated
(GFI), an unaffiliated Massachusetts corporation, to oversee the
property management of the apartment, inn and marina operations. The
property management contracts provided for the payment of management
fees to GFI equal to 4% of apartment gross receipts, 4% of inn gross
receipts, and 4% of marina gross receipts, as defined, respectively.
Also, effective July 1, 1998, GFI subcontracted Winn Management
Company, an unaffiliated Massachusetts corporation who manages numerous
properties throughout the East Coast, to provide certain on site
property management services to the apartment, inn and marina
operations. The agreements expired upon the disposition of the
Ventures' properties. For the period January 1, 1999 through September
9, 1999, the date of the sale of the properties, and for the period
July 1, 1998 through December 31, 1998, management fees paid to GFI by
the Ventures totaled $112,195 and $78,312, respectively.
On October 1, 1995, HPP'90 engaged CMC to provide accounting, asset
management and investor services. CMC provided such services for an
annual management fee of $38,400, plus reimbursement of all its costs
of providing these services. The agreement expired on June 30, 1998.
For the period January 1, 1998 through June 30, 1998 and for the year
ended December 31, 1997, expense reimbursements paid to CMC totaled
$83,080 and $127,075, respectively.
Effective July 1, 1998, HPP'90 engaged GFI to provide accounting, asset
management and investor services. GFI provided such services for an
annual management fee of $36,000, plus reimbursement of all its costs
of providing these services. The agreement expires June 30, 2000 due to
the disposition of the Ventures' properties, as discussed in Note 3.
Expense reimbursements to GFI for the year ended December 31, 1999 and
for the period July 1, 1998 through December 31, 1998 totaled $190,176
and $96,162, respectively. In December 1999, in accordance with the
agreement, HPP'90 paid GFI $90,000 for the accounting, asset management
and investor services required through the expiration date of the
agreement for the conclusion of the Partnership's business operations,
liquidation, formal dissolution and submission of final K-1's and
financial statements to the Limited Partners.
According to a provision in one purchase and sale contract of one of
three condominiums purchased on February 27, 1996, the purchase price
for that condominium was the greater of the seller's outstanding
mortgage balance as of the date of purchase or the fair market value of
the property determined by independent appraisal through a period
extending through June 1, 1999. At the February 27, 1996 closing, the
purchase price paid was the then outstanding balance of the seller's
mortgage. If, through June 1, 1999, the fair market value was
determined to be greater than the amount paid at the closing, the
Building Venture would be required to pay the excess of the determined
fair market value over the purchase price paid at the closing to the
seller. As a part of the purchase agreement, the Building Venture had
established a $25,000 collateral escrow in the event that an additional
payment was to be made to the seller. In August 1999, the Building
Venture paid $25,000 to the seller to conclude this transaction.
On November 3, 1998, the Building Venture and the condominium
association to which it belonged settled a lawsuit against one unit
owner for failure to pay condominium assessments and nuisance, and a
counterclaim filed by that unit owner against the Building Venture, the
condominium association, and other third parties for alleged breach of
contract and related counts. As part of the settlement, the Building
Venture paid $110,000 to purchase the condominium unit and parking
space, as well as an additional $65,000 which has been included in
other operating expenses for the year ended December 31, 1998.
F-12
<PAGE>
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
(A LIQUIDATED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(5) Transactions With Related Parties, Commitments and Contingencies
(Continued)
In late 1998, the condominium association to which the Building Venture
belonged engaged an engineering firm to conduct a capital needs
assessment of its property. Based on that study, the condominium
association assessed its owners in 1999 a special assessment totaling
$160,000 to provide reserves for certain replacement items. The
Building Venture's share of the special assessment was approximately
$152,000 and was paid to the condominium association in April 1999.
Significant repairs were needed within the next several years to
maintain the Marina Venture's land which provided parking to the marina
and inn. The Marina Venture anticipated that capital resources to fund
the repairs were likely to be provided by additional contributions from
HPP'90. The Marina Venture estimated the cost of replacing the bulkhead
to retain the land to be in excess of $2,300,000. Also, HPP'90
investigated other potential sources of available parking for the
Marina and Inn. Included in escrow deposits as of December 31, 1998 is
$404,681 that the Partnership had reserved for future capital
improvements.
At December 31, 1998, the Building Venture and Marina Venture had
entered into contracts for various building improvements and furniture
and equipment purchases totaling $369,586 and $12,691, respectively.
Included in other assets at December 31, 1998 are deposits made on such
contracts totaling $141,230.
(6) Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, cash equivalent
security deposits, escrow deposits, accrued expenses and other
liabilities, and security deposits at December 31, 1998 approximated
their fair values due to their short maturities. The fair value of the
note payable at December 31, 1998 approximated its carrying amount
based on the interest rates then available to HPP'90 for similar
financing arrangements. All financial instruments were held for
non-trading purposes.
F-13
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 2,696,980
<CGS> 0
<TOTAL-COSTS> 2,493,115
<OTHER-EXPENSES> 1,561,941
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 303,349
<INCOME-PRETAX> (1,661,425)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,661,425)
<EPS-BASIC> (100.53)
<EPS-DILUTED> (100.53)
</TABLE>
