UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file 33-33093
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DIVERSIFIED HISTORIC INVESTORS 1990
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2604695
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 500, 1521 LOCUST STREET, PHILADELPHIA, PA 19102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 735-5001
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Securities registered pursuant to Section 12(b) of the Act: NONE
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Securities registered pursuant to Section 12(g) of the Act: 5,032 Units
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UNITS OF LIMITED PARTNERSHIP INTEREST
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ___ No __X__
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of Units held by non-affiliates of the Registrant:
Not Applicable*
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* Securities not quoted in any trading market to Registrant's knowledge.
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<PAGE>
PART I
Item 1. Business
a. General Development of Business
Diversified Historic Investors 1990 ("Registrant") is a limited
partnership formed in 1989 under the Pennsylvania Uniform Limited Partnership
Act. As of December 31, 1995, Registrant had outstanding 5,032 units of limited
partnership interest (the "Units").
Registrant is presently in its operating stage. It currently owns three
properties or interests therein. See Item 2. Properties, for a description
thereof. For a discussion of the operations of the Registrant, See Part II, Item
7. Management's Discussion and Analysis of Financial Conditions and Results of
Operations.
b. Financial Information about Industry Segments
The Registrant operates in one industry segment.
c. Narrative Description of Business
Registrant is in the business of operating, holding, selling,
exchanging and otherwise dealing in and with real properties containing
improvements which are Certified Historic Structures, as such term is defined in
the Internal Revenue Code (the Code), for use as apartments, offices, hotels and
commercial spaces, or any combination thereof, or low income housing eligible
for the tax credit provided by Section 42 of the Code, and such other uses as
the Registrant's general partner may deem appropriate.
Since the Registrant's inception, all the properties acquired either by
the Registrant, or the subsidiary partnerships in which it has an interest, have
been rehabilitated and certified as Historic Structures and have received the
related Investment Tax Credit. In addition, one property (Jefferson Seymour) is
a low-income housing structure which qualifies for, has received, and will
continue to receive the Low Income Tax Credits. All three properties are held
for rental operations. At this time it is anticipated that all the properties
will continue to be held for this purpose. At such time as the market for real
estate of the type held by the Registrant improves and real property values
begin to increase, the Registrant will re-evaluate its investment strategy
regarding the properties.
As of December 31, 1995, Registrant owned interests in three
properties, located in Connecticut (one), Virginia (one), and Louisiana (one).
In total, the properties contain 127 apartment units and 15,116 square feet
("sf") of commercial/retail space. As of December 31, 1995, 124 apartment units
are under lease at monthly rental rates ranging from $225 to $2,065 and 14,784
sf. of commercial/retail space is under lease at annual rental rates ranging
from $17.70 to $27.00 per sf. Rental of the apartments and commercial space is
not expected to be seasonal. For a further discussion of the properties, see
Item 2, Properties.
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<PAGE>
The Registrant is affected by and subject to the general competitive
conditions of the residential and commercial real estate industry. As a result
of the overbuilding that occurred in the 1980's, the competition for both
residential and commercial tenants in the local markets where the Registrant's
properties are located is generally strong. As a result, the Registrant is
forced to keep its rent levels competitively low in order to maintain moderate
to high occupancy levels. The properties held for rental are located in
Hartford, Connecticut, Richmond, Virginia and the Warehouse District in New
Orleans, Louisiana. In each of these markets, there are several similar
historically certified rehabilitated buildings. However, there is no
organization which holds a dominant position in the residential housing or
commercial leasing market, in any of the geographic areas in which the
Registrant's properties are located.
Management of each of the properties makes frequent analyses of "what
the market will bear" in order to set rent levels. When occupancy nears the
97-99% range, management considers raising the rents by more than a normal cost
of living increase. If occupancy falls to below 85%, management considers
lowering rents.
Registrant has no employees. Registrant's activities are overseen by
Brandywine Construction & Management, Inc., ("BCMI"), a real estate management
firm.
d. Financial Information About Foreign and Domestic Operations and
Export Sales.
See Item 8. Financial Statements and Supplementary Data.
Item 2. Properties
As of the date hereof, Registrant owned three properties, or interests
therein. A summary description of each property held at December 31, 1995 is
given below.
a. Jefferson/Seymour - consists of 30 apartment units and 665 sf of
commercial space at 94-96, 98-100 Jefferson Street and 134-138 Seymour Street in
Hartford, Connecticut. In October 1990, the Registrant was admitted as a limited
partner with a 99% interest in Jefferson Seymour Limited Partnership ("JSLP"), a
Connecticut limited partnership, for a cash contribution of $1,417,000. One of
the other general partners also contributed $390,000 of capital. JSLP
subsequently capitalized $261,665 in acquisition costs related to the
investment. JSLP acquired and rehabilitated the buildings for $3,288,665
($129.48 per sf), including two mortgage notes payable in original aggregate
principal amount of $1,220,000. The first note payable of $300,000 (principal
balance of $269,638 at December 31, 1995) bears interest at 1% and is due June
2010. The second note payable of $920,000 (principal balance of $776,470 at
December 31, 1995) is due December 1997. In February 1993, the lender modified
this loan. The modified loan terms provide for interest at 8% until January 1,
1996 and then floating over the next two years based on the lender's two year
cost of funds plus 2-1/2%. Principal and interest are payable monthly based on a
25-year amortization schedule until maturity. The property is managed by an
independent property management firm. As of December 31, 1995, 27 residential
apartments are under lease (90%) at monthly rents ranging from $375 to $740 per
month. As of December 31, 1995, 333 of the 665 sf of commercial space is under
lease (50%) at an annual rent of $27.00 per sf.
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All residential leases are renewable, one-year leases. The occupancy
rate has been 96% for 1994, 98% for 1993, 97% for 1992, and 93% for 1991. The
monthly rental range has been approximately the same since 1991. The occupancy
for the commercial space has been 100% for 1994, 100% for 1993, 100% for 1992,
and 100% for 1991. The range for annual rents has been $27.00 per sf for 1994,
$24.96 to $25.32 per sf for 1993, $6.48 to $6.84 per sf for 1992, and $21.60 to
$25.20 per sf for 1991. The commercial space is occupied by one tenant who
operates principally as a beauty salon. There is an annual option to renew the
lease for one year. The lease is an operating lease and the minimum future
rental on the noncancelable lease as of December 31, 1995 is $8,991 per year.
There are no contingent rentals included in income for the years ended December
31, 1995, 1994 and 1993. For tax purposes, this property has a federal tax basis
of $2,447,665 and is depreciated using the straight-line method with a useful
life of 27.5 years. The annual real estate taxes are $25,688 which is based on
an assessed value of $720,040 taxed at a rate of $3.567 per $100. It is the
opinion of the management of the Registrant that the property is adequately
covered by insurance.
b. Shockoe Hearth Apartments - consists of 29 apartment units and
14,451 sf of commercial space at 1417-1423 East Cary Street in Richmond,
Virginia. In December 1990, the Registrant was admitted with a 99% general
partnership interest in Lawrence One General Partnership ("LOGP"), a Virginia
general partnership, for a cash contribution of $800,000. LOGP subsequently
capitalized $150,455 in acquisition costs relating to the investment. LOGP
acquired and rehabilitated the property for $2,600,000 (excluding the
capitalized costs, referred to above) ($90.49 sf), consisting of the equity
contribution and $1,800,000 provided by a loan (principal balance of $1,756,295
at December 31, 1995) bearing interest at 10% and due February 2022. The
property is managed by an independent property management firm. As of December
31, 1995, 29 of the apartments (100%) are under lease with rents ranging from
$225 to $700 per month, and all of the commercial space is under lease by one
tenant at annual rents ranging from $2.70 per sf for the basement area to $15.00
per sf for the restaurant area.
All residential leases are renewable, one-year leases. The occupancy
rate has been 98% for 1994, 100% for 1993, 98% for 1992, and 90% for 1991. The
monthly rental range has been approximately the same since 1991. The occupancy
for the commercial space has been 100% for 1994, 100% for 1993, 79% for 1992,
and 72% for 1991. The range for annual rents has been $16.68 per sf in 1994,
$14.40 to $20.40 per sf for 1993, $3.00 to $19.92 per sf for 1992, and $12.72 to
$21.24 per sf for 1991. The commercial space is occupied by one tenant who
operates as a restaurant and currently has a ten year lease which expires
February 14, 2003. The lease is an operating lease and the minimum future rental
on the noncancelable lease as of December 31, 1995 is $126,000 per year. There
are no contingent rentals included in income for the years ended December 31,
1995, 1994 and 1993. For tax purposes, this property has a federal tax basis of
$2,465,729 and is depreciated using the straight-line method with a useful life
of 27.5 years. The annual real estate taxes are $3,930 which is based on an
assessed value of $271,972 taxed at a rate of $1.445 per $100. It is the opinion
of the management of the Registrant that the property is adequately covered by
insurance.
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<PAGE>
c. The Bakery Apartments - consists of 68 apartment units at 1111 South
Peters Street in New Orleans, Louisiana. In March 1991, the Registrant acquired
a 72.3% general partnership interest in The Bakery Apartments ("TBA"), a
Louisiana general partnership, for a cash contribution of $1,235,000. Certain
affiliates of the Registrant simultaneously acquired 26.7% of the Louisiana
general partnership for an aggregate cash contribution of $465,000. Registrant
subsequently capitalized $242,040 in acquisition costs relating to the
investment. TBA acquired and rehabilitated the property for $5,029,000 ($65.18
per sf), exclusive of the aforementioned acquisition costs. The rehabilitation
of the property was financed in part with two loans, one for $3,135,000
(principal balance of $3,050,603 at December 31, 1995) and the other for
$201,500 (principal balance of $193,864 at December 31, 1995). The first loan
bears interest at 8.25%, with monthly principal and interest payments based on a
30 year amortization schedule, principal due in 1999. The second loan is from
the developer/partner and has the same terms as the first loan. In March 1991, a
$175,000 collateral mortgage note (principal balance of $152,385 at December 31,
1995) was issued to the developer/partner for working capital advances. This
note bears interest at 9% with payments based on available positive cash flow of
the property. In order to satisfy certain credit requirements of the lender, the
Registrant and its affiliates exchanged their general partnership interests for
limited partnership interests in a reconstituted partnership. However, the
Registrant and its affiliates retained substantially the same rights and
privileges as they had as general partners. As of December 31, 1995, 68 units
are under lease (100%) with rents ranging from $460 to $2,065. All residential
leases are renewable, one-year leases. The occupancy rate has been 93% for 1994,
92% for 1993, 93% for 1992, and 29% for 1991. The monthly rental range has been
approximately the same since 1991. For tax purposes, this property has federal
tax basis of $3,348,205 and is depreciated using the straight-line method with a
useful life of 27.5 years. The annual real estate taxes are $11,708 which is
based on an assessed value of $65,700 taxed at a rate of $17.82 per $100. It is
the opinion of the management of the Registrant that the property is adequately
covered by insurance.
Item 3. Legal Proceedings
a. To the best of its knowledge, Registrant is not party to, nor is any
of its property the subject of any pending material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fiscal years covered by this report
to a vote of security holders.
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<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
a. There is no established public trading market for the Units.
Registrant does not anticipate any such market will develop. Trading in the
Units occurs solely through private transactions. The Registrant is not aware of
the prices at which trades occur. Registrant's records indicate that 35 units
were transferred of record in 1995.
b. As of December 31, 1995, there were 487 record holders of Units.
c. Registrant has not declared any cash dividends in 1995 and 1994.
Item 6. Selected Financial Data
The following selected financial data are for the five years ended
December 31, 1995. This data should be read in conjunction with the consolidated
financial statements included elsewhere herein. This data is not covered by the
independent auditors' report.
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
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<S> <C> <C> <C> <C> <C>
Rental income $ 1,059,508 $ 1,026,467 $ 998,697 $ 874,439 $ 314,518
Interest income 2,491 1,884 2,850 17,768 43,190
Other income -0- -0- -0- -0- 80,000
Net loss 469,528 482,279 476,136 504,606 564,330
Net loss per Unit 92.37 94.88 93.68 99.28 111.03
Total assets (net of 9,244,523 9,755,227 10,299,756 11,032,307 11,624,381
depreciation and
amortization)
Debt obligations 6,199,255 6,275,832 6,348,546 6,506,322 6,523,063
</TABLE>
Note: See Part II, Item 7.2 Results of Operations for a discussion of factors
which materially affect the comparability of the information reflected in the
above table.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(1) Liquidity
As of December 31, 1995, Registrant had cash of approximately $5,116.
Such funds are expected to be used to pay liabilities and general and
administrative expenses of Registrant and to fund cash deficits of the
properties. Cash generated from operations is used primarily to fund operating
expenses and debt service. If cash flow proves to be insufficient, the
Registrant will attempt to negotiate with the various lenders in order to remain
current on all obligations. The Registrant is not aware of any additional
sources of liquidity.
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<PAGE>
As of December 31, 1995, Registrant had restricted cash of $146,315
consisting primarily of funds held as security deposits, replacement reserves
and escrows for taxes. As a consequence of these restrictions as to use,
Registrant does not deem these funds to be a source of liquidity.
In recent years the Registrant has realized significant losses due to
the properties' inability to generate sufficient cash flow to pay their
operating expenses and debt service. At the present time, all three properties
are able to pay their operating expenses and debt service but it is unlikely
that any cash will be available to the Registrant to pay its general and
administrative expenses.
It is the Registrant's intention to continue to hold the properties
until they can no longer meet the debt service requirements and the properties
are foreclosed, or the market value of the properties increases to a point where
they can be sold at a price which is sufficient to repay the underlying
indebtedness (principal plus accrued interest).
(2) Capital Resources
Due to the recent rehabilitations of the properties, any capital
expenditures needed are generally replacement items and are funded out of cash
from operations or replacement reserves, if any. The Registrant is not aware of
any factors which would cause historical capital expenditures levels not to be
indicative to capital requirements in the future and accordingly, does not
believe that it will have to commit material resources to capital investment for
the foreseeable future.
Results of Operations
During the fiscal year 1995, Registrant incurred a loss of $469,528
($92.37 per limited partnership unit) compared to a loss of $482,279 ($94.88 per
limited partnership unit) in 1994 and a loss of $476,136 ($93.68 per limited
partnership unit) in 1993.
Rental income increased from $998,697 in 1993 to $1,026,467 in 1994 to
$1,059,508 in 1995. The increase from 1994 to 1995 and 1993 to 1994 is mainly
the result of an increase in rental income at The Bakery Apartments and Shockoe
Hearth Apartments partially offset by a decrease at Jefferson Seymour. The
increase at The Bakery Apartments is due to an increase in corporate apartment
rentals which generate higher revenue than residential rentals because the
leases are generally short term in nature and are rented at higher monthly
rates. The increase at the Shockoe Hearth Apartments for 1995 is the result of
an increase in the rental income from its sole commercial tenant, as well as
higher average occupancy of residential tenants. The decrease at Jefferson
Seymour is due to the loss of one of its commercial tenants. The increase from
1993 to 1994 is mainly the result of an increase in rental income at The Bakery
Apartments and Shockoe Hearth Apartments. The increase at The Bakery Apartments
is due to an increase in corporate apartment rentals which generate higher
revenue than residential rentals because the leases are generally short term in
nature and are rented at higher monthly rates. The increase at Shockoe Hearth
Apartments is the result of an increase in the monthly rental rate of its sole
commercial tenant. This increased rental rate began when the tenant expanded its
space to include the previous tenant's square footage at a higher per square
footage charge than the former tenant. Also, the tenant executed a new lease
during 1994 increasing the rent on its existing space.
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<PAGE>
Rental operations expenses increased from $327,984 in 1993 to $443,668
in 1994 to $463,926 in 1995. The increase from 1994 to 1995 is mainly due to
higher corporate apartment expense incurred at The Bakery Apartments due to
higher corporate apartment rentals, as well as an increase in insurance expense
experienced at each property due to higher premiums charged by the insurance
industry. There was also an increase in maintenance expense at Shockoe Hearth
due to increased occupancy levels of the residential apartments. These increases
were partially offset by the overall decrease of operating expenses at Jefferson
Seymour due to the loss of one of its commercial tenants causing a proportionate
decrease in utilities, maintenance, management fees, and wages. The overall
increase from 1993 to 1994 is the result of higher operating expenses at all
three properties, including maintenance and wages. In particular, The Bakery
Apartments incurred higher operating expenses due to the increase in corporate
apartment rentals. In addition, an audit adjustment of was made in 1993 which
caused a decrease in net operating expenses. This adjustment was immaterial to
rental operations expense, and therefore no restatement was necessary.
General and administrative expenses increased from $56,965 in 1993 to
$62,262 in 1994 and decreased to $57,129 in 1995. The decrease from 1994 to 1995
is due to a reduction of the general partner fee paid in 1995. The increase from
1993 to 1994 is due to a general partner fee paid in 1994 while none was paid in
1993.
Interest expense decreased from $616,374 in 1993 to $541,374 in 1994
and increased to $546,273 in 1995. The increase from 1994 to 1995 is a result of
a higher interest rate on the mortgage loan at Shockoe Hearth Apartments. The
decrease in interest expense from 1993 to 1994 is primarily due to the accrual
of interest in 1993 that should have been accrued in previous years on the
Bakery Apartments. This adjustment was immaterial to interest expense, and
therefore no restatement was necessary.
Depreciation and amortization decreased slightly from $525,083 in 1993
to $523,309 in 1994 to $516,745 in 1995.
In 1995 losses of $432,000 were incurred at the Registrant's three
properties compared to $448,000 in 1994 and $373,000 in 1993. A discussion of
property operations/activities follows:
In 1995, Registrant incurred a loss of $126,000 at Jefferson/Seymour,
including $130,000 of depreciation and amortization expense compared to a loss
of $126,000 including $132,000 of depreciation and amortization expense in 1994
and a loss of $117,000 including $132,000 of depreciation and amortization
expense in 1993. Although there was no material overall change in the loss from
1994 to 1995, there was a decrease in rental income partially offset by a
decrease in operating expenses. The decrease in rental income is the result of
the loss of one of its commercial tenants which caused a proportionate decrease
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<PAGE>
in operating expenses, such as utilities, maintenance, management fees, and
wages, partially offset by an increase in insurance expense due to higher
premiums charged by the insurance industry. The increase in the loss from 1993
to 1994 is due primarily to an increase in maintenance expense resulting from a
high turnover rate of tenants, partially offset by an increase in rental income.
The Registrant expects the operating results in 1996 to be similar to those
experienced in 1995.
In 1995, Registrant incurred a loss of $127,000 at Shockoe Hearth
including $102,000 of depreciation and amortization expense compared to a loss
of $116,000 including $101,000 of depreciation and amortization expense in 1994
and a loss of $124,000 including $101,000 of depreciation and amortization
expense in 1993. The increase in the loss from 1994 to 1995 is a result of an
increase in operating expenses such as maintenance, and insurance, as well as an
increase in interest expense, partially offset by an increase in rental income.
The increase in maintenance is due to the higher occupancy levels experienced by
the property during the year and the increase in insurance expense is due to
higher premiums charged by the insurance industry. The increase in interest
expense is due to a higher interest rate on the mortgage loan. The increase in
income is the result of an increased rental income from the commercial tenant,
as well as higher average occupancy of residential units. The decrease in the
loss from 1993 to 1994 is due to an increase in rental income partially offset
by an increase in operating expenses such as utilities, maintenance, advertising
and legal and accounting fees. As in 1995, the increase in rental income is due
to the increased rent charged to its commercial tenant. The Registrant expects
the operating results in 1996 to be similar to those experienced in 1995.
In 1995, Registrant incurred a loss of $179,000 at the Bakery including
$252,000 of depreciation and amortization expense compared to a loss of $206,000
including $257,000 of depreciation and amortization expense in 1994 and a loss
of $132,000 including $247,000 of depreciation and amortization expense in 1993.
The decrease in the loss from 1994 to 1995 is due to the increased rentals of
corporate apartments (which generate higher revenue than residential units),
offset proportionately by an increase in corporate apartment expense, as well as
an increase in insurance expense due to higher premiums charged by the insurance
industry. The increase in the loss from 1993 to 1994 is primarily due to an
audit adjustment made in 1993 which reduced operating expenses in that year,
partially offset by an increase in rental income in 1994 resulting from
increased rentals of corporate apartments. The Registrant expects the operating
results in 1996 to be similar to those experienced in 1995.
Effective January 1, 1995, the Partnership adopted the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets to be Disposed Of." There was no cumulative
effect of the adoption of SFAS NO. 121.
Item 8. Financial Statements and Supplementary Data
Registrant is not required to furnish the supplementary financial
information referred to in Item 302 of Regulation S-K.
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Independent Auditor's Report
To the Partners of
Diversified Historic Investors 1990
We have audited the accompanying consolidated balance sheets of Diversified
Historic Investors 1990 (a Pennsylvania Limited Partnership) and its
subsidiaries as of December 31, 1995 and 1994 and the related consolidated
statements of operations, changes in partners' equity and cash flows for the
years ended December 31, 1995, 1994, and 1993. These consolidated financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We did not audit the financial statements of The Bakery Apartments
Limited Partnership, which statements reflect total assets of $4,137,829 and
$4,378,350, as of December 31, 1995 and 1994, respectively, and total revenues
of $640,781 and $602,641, respectively for the years then ended. Those
statements were audited by other auditors whose report has been furnished to us,
and our opinion, insofar as it relates to the amounts included for The Bakery
Apartments Limited Partnership is based solely on the report of the other
auditors.
We conducted our audits, in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report of
other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Diversified Historic Investors 1990
as of December 31, 1995 and 1994, and the results of their operations and their
cash flows for the years ended December 31, 1995, 1994, and 1993 in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Schedule of Real Estate and
Accumulated Depreciation on page 24 is presented for the purposes of additional
analysis and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Gross, Kreger & Passio
Philadelphia, Pennsylvania
March 7, 1996
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Independent Auditor's Report
To the Partners of
The Bakery Apartments Limited Partnership
We have audited the accompanying balance sheets of The Bakery Apartments Limited
Partnership for December 31, 1995 and 1994 and the related statements of
operations, changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits, in accordance with generally accepted auditing
standards. These 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 financial position of The Bakery Limited Partnership
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
Pailet, Meunier and LeBlanc, L.L.P.
Metairie, Louisiana
February 7, 1996
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<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
Consolidated financial statements: Page
Consolidated Balance Sheets at December 31, 1995 and 1994 13
Consolidated Statements of Operations for the Years Ended
December 31, 1995, 1994, and 1993
14
Consolidated Statements of Changes in Partners' Equity
for the Years Ended December 31, 1995, 1994, and 1993 15
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994, and 1993 16
Notes to consolidated financial statements 17-22
Financial statement schedules:
Schedule XI - Real Estate and Accumulated Depreciation 24
Notes to Schedule XI 25
All other schedules are omitted because they are not applicable or the required
information is shown in the consolidated financial statements or notes thereto.
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<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
CONSOLIDATED BALANCE SHEETS
December 31, 1995 and 1994
Assets
1995 1994
------------ ------------
Rental properties at cost:
Land $ 248,856 $ 248,856
Buildings and improvements 10,856,073 10,843,702
Furniture and fixtures 156,271 155,592
------------ ------------
11,261,200 11,248,150
Less - accumulated depreciation (2,301,499) (1,834,659)
------------ ------------
8,959,701 9,413,491
Cash and cash equivalents 5,116 13,404
Restricted cash 146,315 144,480
Accounts receivable 10,165 9,621
Other assets (net of accumulated
amortization of $190,322 and $140,417) 122,309 174,231
------------ ------------
Total $ 9,243,606 $ 9,755,227
============ ============
Liabilities and Partners' Equity
Liabilities:
Debt obligations $ 6,199,255 $ 6,275,832
Accounts payable:
Trade 414,230 366,971
Related parties 147,934 118,193
Interest payable 23,296 35,424
Tenant security deposits 63,129 57,084
Other liabilities 61,652 39,481
------------ ------------
Total liabilities 6,909,496 6,892,985
------------ ------------
Minority interests 562,116 620,720
Partners' equity 1,771,994 2,241,522
------------ ------------
Total $ 9,243,606 $ 9,755,227
============ ============
The accompanying notes are an integral part of these financial statements.
-13-
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
----------- ----------- -----------
Revenues:
Rental income $ 1,059,508 $ 1,026,467 $ 998,697
Interest income 2,491 1,884 2,850
----------- ----------- -----------
Total revenues 1,061,999 1,028,351 1,001,547
----------- ----------- -----------
Costs and expenses:
Rental operations 463,926 443,668 327,984
General and administrative 57,129 62,262 56,965
Interest 546,273 541,374 616,374
Depreciation and amortization 516,745 523,309 525,083
----------- ----------- -----------
Total costs and expenses 1,584,073 1,570,613 1,526,406
----------- ----------- -----------
Loss before minority interests (522,074) (542,262) (524,859)
Minority interests' portion of loss 52,546 59,983 48,723
----------- ----------- -----------
Net loss ($ 469,528) ($ 482,279) ($ 476,136)
=========== =========== ===========
Net loss per limited partnership unit ($ 92.37) ($ 94.88) ($ 93.68)
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
-14-
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1995, 1994 and 1993
Diversified
Historic
Advisors Limited
1990 (1) Partners (2) Total
-------- ----------- -----------
Percentage participation in profit
or loss 1% 99% 100%
======== =========== ===========
Balance at December 31, 1992 (2,033) 3,201,970 3,199,937
Net loss (4,761) (471,375) (476,136)
-------- ----------- -----------
Balance at December 31, 1993 (6,794) 2,730,595 2,723,801
Net loss (4,823) (477,456) (482,279)
-------- ----------- -----------
Balance at December 31, 1994 (11,617) 2,253,139 2,241,522
Net loss (4,695) (464,833) (469,528)
-------- ----------- -----------
Balance at December 31, 1995 $(16,312) $ 1,788,306 $ 1,771,994
======== =========== ===========
(1) General Partner.
(2) 5,032 limited partnership units outstanding at December 31, 1995, 1994,
and 1993.
The accompanying notes are an integral part of these financial statements.
-15-
<PAGE>
<TABLE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1995, 1994 and 1993
<CAPTION>
1995 1994 1993
--------- --------- ---------
Cash flows from operating activities:
<S> <C> <C> <C>
Net loss ($469,528) ($482,279) ($476,136)
Adjustments to reconcile netloss to net cash
provided by (used in) operating activities:
Depreciation and amortization 516,745 523,309 525,083
Minority Interests (58,604) (66,011) (57,451)
Changes in assets and liabilities:
Increase in restricted cash (1,835) (2,153) (97,857)
(Increase) decrease in accounts receivable (544) 4,876 (6,677)
Decrease (increase) in other assets 2,016 (1,282) (16,372)
Increase (decrease) in accounts payable - trade 47,260 46,507 (80,109)
Increase in accounts payable - related parties 29,741 24,247 31,678
(Decrease) increase in interest payable (12,128) 1,468 -0-
Increase (decrease) in tenant security deposits 6,045 (3,854) (25,473)
Increase in other liabilities 22,171 8,107 32,716
--------- --------- ---------
Net cash provided by (used in) operating 81,339 52,935 (170,598)
activities --------- --------- ---------
Cash flows from investing activities:
Capital expenditures (13,050) (8,690) (10,004)
--------- --------- ---------
Net cash used in investing activities: (13,050) (8,690) (10,004)
--------- --------- ---------
Cash flows from financing activities:
Payments of principal under debt obligations (76,577) (72,714) (157,776)
--------- --------- ---------
Net cash used in financing activities: (76,577) (72,714) (157,776)
--------- --------- ---------
Decrease in cash and cash equivalents (8,288) (28,469) (338,378)
--------- --------- ---------
Cash and cash equivalents at beginning of year 13,404 41,873 380,251
--------- --------- ---------
Cash and cash equivalents at end of year $ 5,116 $ 13,404 $ 41,873
========= ========= =========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ 517,739 $ 530,639 $ 586,574
</TABLE>
The accompanying notes are an integral part of these financial statements.
-16-
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - ORGANIZATION
Diversified Historic Investors 1990 (the "Partnership") was formed in December
1989, to acquire, rehabilitate, and manage real properties which were Certified
Historic Structures, as defined in the Internal Revenue Code of 1986 (the
"Code"), or which are eligible for designation as such, and which may also be
(but are not required to be) eligible for low income housing tax credits as
provided by Section 42 of the Code, and such other uses as Dover Historic
Advisors 1990 (the "General Partner") deems appropriate, and to engage in any
and all activities related or incidental thereto.
The General Partner, Dover Historic Advisors 1990 (a general partnership), whose
partners are Dover Historic Advisors, Inc., (a Pennsylvania corporation) and
Jacqueline Reichman, has the exclusive responsibility for all aspects of the
Partnership's operations.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in the
preparation of the accompanying consolidated financial statements follows:
1. Principles of Consolidation
The accompanying financial statements of the Partnership include the accounts of
three subsidiary partnerships (the "Ventures"), in which the Partnership has
controlling interests, with appropriate elimination of inter-partnership
transactions and balances. These financial statements reflect all adjustments
(consisting only of normal recurring adjustments) which, in the opinion of the
General Partner, are necessary for a fair statement of the results for those
years.
2. Depreciation
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets. Buildings and improvements are depreciated over 25
years and furniture and fixtures over five years.
3. Net Loss Per Limited Partnership Unit
The net loss per limited partnership unit is based on the weighted average
number of limited partnership units outstanding during the period (5,032 in
1995, 1994, and 1993).
-17-
<PAGE>
4. Income Taxes
Federal and state income taxes are payable by the individual partners;
accordingly, no provision or liability for income taxes is reflected in the
financial statements.
5. Deferred Expenses
Loan fees have been incurred with respect to certain loans. Such fees were
deferred and are amortized over the term of the related loans and charged to
amortization expense.
6. Cash and Cash Equivalents
The Registrant considers all highly liquid investments purchased with a maturity
of three months or less to be cash equivalents.
7. Acquisition Costs
Costs incurred in identifying and evaluating properties for possible acquisition
and rehabilitation are deferred. Such costs are capitalized as part of the cost
of the property if the related property is acquired and are charged to expense
if it is not acquired. Interest, real estate taxes, and insurance costs incurred
during the rehabilitation period have been capitalized as part of the cost of
the property.
8. Restricted Cash
Restricted cash includes amounts held for tenant security deposits, real estate
tax reserves and other cash restricted as to use.
9. Reclassifications
Certain amounts in the 1993 financial statements have been reclassified to
conform with the format adopted in 1994.
10. Revenue Recognition
Revenues are recognized when rental payments are due on a straight-line basis.
Rental payments received in advance are deferred until earned.
11. Rental Properties
Rental properties are stated at cost. A provision for impairment of value is
recorded when a decline in value of property is determined to be other than
temporary as a result of one or more of the following: (1) a property is offered
for sale at a price below its current carrying value, (2) a property has
significant balloon payments due with the foreseeable future for which the
Partnership does not have the resources to meet, and anticipates it will be
unable to obtain replacement financing or debt modification sufficient to allow
a continued hold of the property over a reasonable period of time, (3) a
-18-
<PAGE>
property has been, and is expected to continue, generating significant operating
deficits and the Partnership is unable or unwilling to sustain such deficit
results of operations, and has been unable to, or anticipates it will be unable
to, obtain debt modification, financing or refinancing sufficient to allow a
continued hold of the property for a reasonable period of time or, (4) a
property's value has declined based on management's expectations with respect to
projected future operational cash flows and prevailing economic conditions. An
impairment loss is indicated when the undiscounted, sum of estimated future cash
flows from an asset, including estimated sales proceeds, and assuming a
reasonable period of ownership up to 5 years, is less than the carrying amount
of the asset. The impairment loss is measured as the difference between the
estimated fair value and the carrying amount of the asset. In the absence of the
above circumstances, properties and improvements are stated at cost. An analysis
is done on an annual basis at December 31 of each year.
12. New Accounting Pronouncement
Effective January 1, 1995, the Partnership adopted the provisions of Statement
of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
There was no cumulative effect of the adoption of SFAS No. 121.
NOTE C - PARTNERSHIP AGREEMENT
The significant terms of the Agreement of Limited Partnership (the "Agreement"),
as they relate to the financial statements, follow:
All distributable cash from operations (as defined in the Agreement of Limited
Partnership) will be distributed 1% to the General Partner and 99% to the
limited partners.
All distributable cash from sales or dispositions (as defined) will be
distributed to the limited partners up to their adjusted invested capital (as
defined) or a 6.5% cumulative, noncompounded annual return on their average
amounts previously distributed (as defined); thereafter, after receipt by the
General Partner or its affiliates of any accrued but unpaid real estate
brokerage commissions, the balance will be distributed 15% to the General
Partner and 85% to the limited partners.
Net income or loss from operations of the Partnership is allocated 1% to the
General Partner and 99% to the limited partners.
NOTE D - TRANSACTIONS WITH RELATED PARTIES
Included in Accounts Payable - Related Party is $147,934 and $118,913 at
December 31, 1995 and 1994, respectively, owed to the co-general partners of the
Partnership's Ventures, for additional amounts advanced for working capital
needs. These advances are non-interest bearing and will be paid out of available
cash flow from the property.
-19-
<PAGE>
NOTE E - LEASES
The Partnership's leases with commercial tenants are classified as operating
leases. Leases are generally for a period of three to five years and provide for
a fixed base rent plus contingent rents based on level of sales and sharing of
certain operating costs.
Minimum future commercial rentals on operating leases as of December 31, 1995
are as follows:
1996 $134,991
1997 141,291
1998 147,906
1999 154,852
2000 162,145
NOTE F - ACQUISITIONS
The Partnership acquired three controlling general or limited partnership
interests in Ventures during the period from October 1990 to March 1991, as
discussed below.
In October 1990, the Partnership was admitted, with a 99% general partner
interest, to a Connecticut general partnership which owns a building located in
Hartford, Connecticut, consisting of 30 apartment units and 665 square feet of
commercial space, for a cash contribution of $1,417,000.
In December 1990, the Partnership was admitted, with a 99% general partner
interest, to a Virginia general partnership which owns a building located in
Richmond, Virginia, consisting of 29 apartment units and 14,212 square feet of
commercial space, for a cash capital contribution of $800,000.
In March 1991, the Partnership purchased a 72.3% interest of a Pennsylvania
general partnership which owns a building located in New Orleans, Louisiana,
consisting of 68 apartments, for $1,235,000. In October 1992, in conjunction
with a refinancing, the Partnership exchanged its general partnership interest
for a limited partnership interest in a reconstituted partnership.
-20-
<PAGE>
NOTE G - DEBT OBLIGATIONS
<TABLE>
Debt obligations were as follows:
<CAPTION>
December 31,
1995 1994
---------- ----------
<S> <C> <C>
Mortgage loan; interest at 8% until January 1996, when interest resets $ 776,470 $ 794,934
based on a specified index; 8% at December 31, 1995; monthly payments of
principal and interest of $7,102, based upon a 25-year amortization;
collateralized by the related rental property; due in December 1997
Note payable; interest at 1%; monthly payments of principal and interest 269,638 272,626
of $1,380; based on a 20-year amortization schedule; due 2010
Mortgage loan; interest at the Fidelity Federal Savings Bank prime plus 1,756,295 1,768,814
1.5% with a minimum of 10% and a maximum of 15% (10% at December 31, 1995
and 1994) based on a 30-year amortization schedule; callable by the
lender in 1997; principal due February 1, 2022; collateralized by the
related rental property
Mortgage loan; interest at 8.25%; monthly payments of $23,552 based on a 3,050,603 3,080,215
30-year amortization schedule, collateralized by the related rental
property; due November 1999
Note payable to developer; interest at 9%; payments based on positive 152,385 160,874
cash flow of the property
Note payable to developer; interest at 8.25%; monthly payments of $1,514 based
on a 30-year amortization schedule; collateralized by the related rental
property; due November 1999
193,864 198,369
---------- ----------
$6,199,255 $6,275,832
========== ==========
</TABLE>
-21-
<PAGE>
Maturities of debt obligations at December 31, 1995, are as follows:
Year Ending December 31,
------------------------
1996 $ 91,513
1997 976,633
1998 77,670
1999 3,186,912
2000 47,392
Thereafter 1,819,135
----------
$6,199,255
==========
NOTE H - INCOME TAX BASIS RECONCILIATION
Certain items enter into the determination of the results of operations in
different time periods for financial reporting ("book") purposes and for income
tax ("tax") purposes. The reconciliation of net loss and partners' equity
follows:
For the Years Ended December 31,
1995 1994 1993
----------- ----------- -----------
Net loss - book ($ 469,528) ($ 482,279) ($ 476,136)
Excess of book over tax depreciation 185,200 168,100 167,927
Interest expense 0 0 64,065
Audit adjustments 0 0 (57,813)
Other timing differences 3,484 608 0
Minority Interest (31,983) (43,555) (9,507)
----------- ----------- -----------
Net loss - tax ($ 312,827) ($ 357,126) ($ 311,464)
=========== =========== ===========
Partners' equity - book $ 1,771,994 $ 2,241,522 $ 2,723,801
Costs of issuance 638,660 638,660 638,660
Cumulative book over (under) tax loss 246,517 89,816 (16,337)
Basis reduction (1,565,104) (1,565,104) (1,565,104)
Capital adjustment - tax only 0 0 (19,000)
----------- ----------- -----------
Partners' equity - tax $ 1,092,067 $ 1,404,894 $ 1,762,020
=========== =========== ===========
-22-
<PAGE>
SUPPLEMENTAL INFORMATION
-23-
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
Costs
Capitalized
Subsequent to
Initial Cost to Partnership (b) Acquisition
------------------------------- -----------
Buildings
and
Description (a) Encumbrances (e) Land Improvements Improvements
- - --------------- ---------------- ---- ------------ ------------
30 unit apartments and
665 square feet of
commercial space in
Hartford, CT $1,046,108 -- $ 3,027,000 $261,665
29 unit apartments and
14,212 square feet of
commercial space in
Richmond, VA 1,756,294 186,381 2,287,980 328,204
68 unit apartments in
New Orleans, LA 3,396,852 62,475 5,103,816 3,679
---------- ----------- ----------- --------
$6,199,254 $ 248,856 $10,418,796 $593,548
========== =========== =========== ========
Gross Amount at which Carried
at
December 31, 1995
-----------------
Buildings
and Accumulated Date of Date
Land Improvements Total (b) (c) Depr. (c) (d) Constr.(a) Acquired
---- ------------ ------------- ------------- ------- --------
-- $ 3,288,665 $ 3,288,665 $ 751,258 1990 1990
186,381 $ 2,616,184 2,802,565 518,563 1990 1990
62,475 $ 5,107,495 5,169,970 1,031,678 1991 1991
- - -------- ----------- ----------- ----------
$248,856 $11,012,344 $11,261,200 $2,301,499
======== =========== =========== ==========
-24-
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
NOTES TO SCHEDULE XI
December 31, 1995
(A) All properties are certified historic structures as defined in the
Internal Revenue Code. The "date of construction" refers to the period
in which such properties are rehabilitated.
(B) The aggregate cost of real estate owned at December 31, 1995, for
Federal income tax purposes is approximately $8,261,599 However, the
depreciable basis of buildings and improvements is reduced for Federal
income tax purposes by the investment tax credit and the historic
rehabilitation credit obtained.
(C) Reconciliation of real estate:
1995 1994 1993
----------- ----------- -----------
Balance at beginning of year $11,248,150 $11,239,460 $11,229,456
Additions during the year:
Improvements 13,050 8,690 10,004
----------- ----------- -----------
Balance at end of year $11,261,200 $11,248,150 $11,239,460
=========== =========== ===========
Reconciliation of accumulated depreciation:
1995 1994 1993
----------- ----------- -----------
Balance at beginning of year $ 1,834,659 $ 1,366,030 $ 885,286
Depreciation expense for the year 466,840 468,629 480,744
----------- ----------- -----------
Balance at end of year $ 2,301,499 $ 1,834,659 $ 1,366,030
=========== =========== ===========
(D) See Note B to the financial statements for depreciation method and lives.
(E) See Note E to the financial statements for further information.
-25-
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of Registrant
a. Identification of Directors - Registrant has no directors.
b. Identification of Executive Officers
The General Partner of the Registrant is Dover Historic Advisors 1990
(DoHA-1990), a Pennsylvania general partnership. The partners of DoHA-1990 are
as follows:
<TABLE>
<CAPTION>
Name Position Term of Office Period Served
---- -------- -------------- -------------
<S> <C> <C> <C>
Dover Historic Advisors, Inc. Partner in DoHA-1990 No fixed term Since September 1990
("Dover Advisors")
Jacqueline D. Reichman Partner in No fixed term Since May 1994
DOHA-1990
</TABLE>
For further description of Dover Advisors, see paragraph e. of this
Item. There is no arrangement or understanding between either person named above
and any other person pursuant to which any person was or is to be selected as an
officer.
c. Identification of Certain Significant Employees. Registrant has no
employees. Its administrative and operational functions are carried out by a
property management and partnership administration firm engaged by the
Registrant.
d. Family Relationships. There is no family relationship between or
among the executive officers and/or any person nominated or chosen by Registrant
to become an executive officer.
The general partner is responsible for the management and control of
Registrant's affairs and will have general responsibility and authority in
conducting its operations. DoHA-1990 is a general partnership formed in 1989.
-26-
<PAGE>
e. Business Experience.
The partners of DoHA-1990 are Dover Advisors and Jacqueline Reichman.
The General Partner may retain its affiliates to manage certain of the
Properties.
Dover Advisors, a wholly-owned subsidiary of DHP, Inc., (formerly Dover
Historic Properties, Inc.) is a corporation formed in February 1989 under the
laws of the Commonwealth of Pennsylvania for the purpose of acting as the
general partner (or a partner of the general partner) in real estate programs
such as the Registrant. DHP, Inc. is a subsidiary of The Dover Group, Ltd., an
entity formed in 1985 to act as the holding company for DHP, Inc. and certain
other companies involved in the development and operations of both historic
properties and conventional real estate as well as in financial (non-banking)
services. In February 1992, The Dover Group, Ltd's name was changed to D, LTD.
The executive officers, directors and key employees of Dover Advisors
are described below.
Michael J. Tuszka (age 49) was appointed Chairman of both Dover
Advisors and D, LTD on January 27, 1993. Mr. Tuszka has been associated with
Dover Advisors and its affiliates since 1984.
Donna M. Zanghi (age 39) was appointed Secretary/Treasurer of Dover
Advisors and Secretary/Treasurer of DHP, Inc. on June 15, 1993. She is also a
Director and Secretary/Treasurer of D, LTD. She has been associated with Dover
Advisors and its affiliates since 1984 except for the period from December 1986
to June 1989 and the period from November 1, 1992 to June 14, 1993.
Michele F. Rudoi, (age 31) was appointed on January 27, 1993 as
Assistant Secretary of Dover Advisors, D, LTD and DHP, Inc. and Director of D,
LTD.
Jacqueline D. Reichman was appointed on May 11, 1994 as a partner of
DoHA-1990. Ms. Reichman and her affiliates have extensive experience in real
estate related ventures.
Item 11. Executive Compensation
a. Cash Compensation - During 1995, Registrant paid a general partner
fee of $1,500.00 to DoHA-1990.
b. Compensation Pursuant to Plans - Registrant has no plan pursuant to
which compensation was paid or distributed during 1995, or is proposed to be
paid or distributed in the future, to DoHA-1990, any partner therein, or any
person named in paragraph c. of Item 10 of this report.
-27-
<PAGE>
c. Other Compensation - No compensation not referred to in paragraph a.
or paragraph b. of this Item was paid or distributed during 1995 to DoHA-1990,
any partner therein, or any person named in paragraph c. of Item 10.
d. Compensation of Directors - Registrant has no directors.
e. Termination of Employment and Change of Control Arrangement -
Registrant has no compensatory plan or arrangement, with respect to any
individual, which results or will result from the resignation or retirement of
any individual, or any termination of such individual's employment with
Registrant or from a change in control of Registrant or a change in such
individual's responsibilities following such a change in control.
Item 12. Security Ownership of Certain Beneficial Owners and Management
a. Security Ownership of Certain Beneficial Owners - No person is known
to Registrant to be the beneficial owner of more than five percent of the issued
and outstanding Units.
b. Security Ownership of Management - No equity securities of
Registrant are beneficially owned by any person named in paragraph c. of Item
10.
c. Changes in Control - Registrant does not know of any arrangement,
the operation of which may at a subsequent date result in a change in control of
Registrant.
Item 13. Certain Relationships and Related Transactions
Pursuant to Registrant's Amended and Restated Agreement of Limited
Partnership, DoHA-1990 is entitled to 10% of Registrant's distributable cash
from operations in each year. There was no such share allocable to DoHA-1990 for
fiscal years 1993 to 1995.
a. Certain Business Relationships - Registrant has no directors.
b. Indebtedness of Management - No executive officer or significant
employee of Registrant, Registrant's general partner (or any employee thereof)
or any affiliate of any such person, is or has at any time been indebted to
Registrant.
-28-
<PAGE>
PART IV
Item 14. (A) Exhibits, Financial Statement Schedules and Reports on Form 8-K.
1. Financial Statements:
a. Consolidated Balance Sheets at December 31, 1995 and 1994.
b. Consolidated Statements of Operations for the Years Ended
December 31, 1995, 1994 and 1993.
c. Consolidated Statements of Changes in Partners' Equity for the
Years Ended December 31, 1995, 1994 and 1993.
d. Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993.
e. Notes to consolidated Financial Statements.
2. Financial statement schedules:
a. Schedule XI- Real Estate and Accumulated Depreciation.
b. Notes to Schedule XI.
3. Exhibits:
(a) Exhibit Number Document
3 Registrant's Amended and Restated Certificate
of Limited Partnership and Agreement of
Limited Partnership, previously filed as part
of Amendment No. 1 of Registrant's
Registration Statement on Form S-11, are
incorporated herein by reference.
21 Subsidiaries of the Registrant are listed in
Item 2. Properties of this Form 10-K.
(b) Reports on Form 8-K:
No reports were filed on Form 8-K during the quarter ended December 31,
1995.
(c) Exhibits:
See Item 14 (A)(3) above.
-29-
<PAGE>
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
DIVERSIFIED HISTORIC INVESTORS 1990
Date: May 23, 1996 By: Dover Historic Advisors 1990,
-------------------- General Partner
By: Dover Historic Advisors, Inc., Partner
By: /s/ Michael J. Tuszka
MICHAEL J. TUSZKA,
Chairman
By: /s/ Michele F. Rudoi
MICHELE F. RUDOI,
Assistant Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
DOVER HISTORIC ADVISORS 1990 General Partner
By: Dover Historic Advisors, Inc. Partner
By: /s/ Michael J. Tuszka May 23, 1996
------------------------------------------- ------------
MICHAEL J. TUSZKA,
Chairman
By: /s/ Michele F. Rudoi May 24, 1996
------------------------------------------- ------------
MICHELE F. RUDOI,
Assistant Secretary
-30-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 5,116
<SECURITIES> 0
<RECEIVABLES> 10,165
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 122,309
<PP&E> 11,261,200
<DEPRECIATION> 2,301,499
<TOTAL-ASSETS> 9,243,606
<CURRENT-LIABILITIES> 562,164
<BONDS> 6,199,255
0
0
<COMMON> 0
<OTHER-SE> 2,334,110
<TOTAL-LIABILITY-AND-EQUITY> 9,243,606
<SALES> 0
<TOTAL-REVENUES> 1,061,999
<CGS> 0
<TOTAL-COSTS> 521,055
<OTHER-EXPENSES> 516,745
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 546,273
<INCOME-PRETAX> (469,528)
<INCOME-TAX> 0
<INCOME-CONTINUING> (469,528)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (469,528)
<EPS-PRIMARY> (92.37)
<EPS-DILUTED> 0
</TABLE>
