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
For the fiscal year ended December 31, 1999
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 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.)
1609 WALNUT STREET, PHILADELPHIA, PA 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 557-9800
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: 5,032 Units
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 X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of Units held by non-affiliates of the Registrant:
Not Applicable*
* Securities not quoted in any trading market to Registrant's knowledge.
<PAGE>
PART I
Item 1. Business
a. General Development of Business
Diversified Historic Investors
1990 ("Registrant") is a limited partnership
formed in 1989 under Pennsylvania law. As of
December 31, 1999, 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 Condition 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 has received low income
housing tax credits. All 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, 1999,
Registrant owned interests in three properties,
one each located in Connecticut, Virginia and
Louisiana. In total, the properties contain 127
apartment units and 15,116 square feet ("sf")
of commercial/retail space. As of December 31,
1999, 118 apartment units are under lease at
monthly rental rates ranging from $329 to
$2,150 and 14,451 sf of the commercial/retail
space is under lease at an annual rental rate
of $10.01 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.
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 market analyses in
order to set rent levels. With respect to the
two market rate properties, 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, 1999 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 the
original aggregate principal amount of
$1,220,000. The first note payable of $300,000
(principal balance of $272,626 at December 31,
1999) bears interest at 1% and is due June
2010. The second note payable of $920,000
(principal balance of $736,182 at December 31,
1999) bears interest at the lender's cost of
funds plus 2 1/2%. In 1997, the loan was sold.
The property is managed by an
independent property management firm. As of
December 31, 1999, 27 residential apartments
are under lease (90%) at monthly rents ranging
from $425 to $558 per month. All residential
leases are renewable, one-year leases. The
occupancy rate was 90% for 1998, 97% for 1997,
92% for 1996 and 92% for 1995. The monthly
rental range has been approximately the same
since 1995. As of December 31, 1999, none of
the 665 sf of commercial space is under lease.
Every effort is being made at this time by the
property management firm to rent the commercial
space. The occupancy for the commercial space
was 50% for 1998, 17% for 1997, 46% for 1996
and 50% for 1995. The annual rent has been
approximately $27.00 per sf since 1995. There
are no contingent rentals included in income
for the years ended December 31, 1999, 1998 and
1997. For tax purposes, this property has a
basis of $2,454,365 and is depreciated using
the straight-line method with a useful life of
27.5 years. The annual real estate taxes are
$26,374 which is based on an assessed value of
$839,930 taxed at a rate of $3.140 per $100.
No one tenant occupies ten percent or more of
the building. 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 ($90.49 per sf),
consisting of the equity contribution and
$1,800,000 provided by a loan. The loan was
refinanced in May 1998. As refinanced, the
loan is in the stated amount of $1,890,500
(principal balance of $1,850,377 at December
31, 1999), bears interest at 8%, with monthly
principal and interest payments of $14,591 and
matures in 2013.
The property is managed by an
independent property management firm. As of
December 31, 1999, all 29 of the apartments are
under lease with rents ranging from $329 to
$865 per month, and all of the commercial space
is under lease by one tenant at an annual rent
of $10.81 per sf. All residential leases are
renewable, one-year leases. The occupancy rate
was 100% for 1998, 98% for 1997, 100% for 1996,
and 96% for 1995. The monthly rental range has
been approximately the same since 1995. The
occupancy for the commercial space has been
100% since 1995. The annual rent was $10.01
per sf in 1998, $9.54 per sf in 1997, $9.08 per
sf in 1996 and $8.65 per sf in 1995. The
commercial space is occupied by one tenant
which operates as a restaurant and currently
has a ten-year lease which expires February 14,
2003. The minimum rental was $153,154 for
1999. There are no contingent rentals included
in income for the years ended December 31, 1999
1998 and 1997. For tax purposes, this property
has a basis of $2,509,250 and is depreciated
using the straight-line method with a useful
life of 27.5 years. The annual real estate
taxes are $24,453 which is based on an assessed
value of $1,710,000 taxed at a rate of $1.430
per $100. It is the opinion of the management
of the Registrant that the property is
adequately covered by insurance.
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
General Partnership ("BAGP"), a Louisiana
general partnership which owns the property,
for a cash contribution of $1,235,000.
Affiliates of the Registrant simultaneously
acquired 26.7% of the general partnership
interests in BAGP for an aggregate cash
contribution of $465,000. BAGP subsequently
capitalized $242,040 in acquisition costs
relating to the investment. BAGP acquired and
rehabilitated the property for $5,029,000
($65.18 per sf). The rehabilitation of the
property was financed in part with two loans,
one for $3,135,000 and the other for $201,500
(principal balance of $189,371 at December 31,
1999). The first loan bore 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 general partner of BAGP and has the same
terms as the first loan. The first loan was
refinanced in November 1998. The new loan is
for $3,100,000 (principal balance of $3,069,945
at December 31, 1999) bears interest at 6.775%,
is payable in monthly payments of principal and
interest in the amount of $20,158 and is due in
November 2008. In March 1991, a $175,000
collateral mortgage note (principal balance of
$152,386 at December 31, 1999) 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 exchanged its general partnership
interest for a limited partnership interest in
a reconstituted partnership. However, the
Registrant retained substantially the same
rights and privileges as it had as a general
partner. The property is managed by a property
management firm which is an affiliate of the
general partner of BAGP.
As of December 31, 1999, 62 units
are under lease (91%) with monthly rents
ranging from $500 to $2,150. All leases are
renewable, one-year leases. The occupancy rate
was 96% for 1998, 94% for 1997, 95% for 1996
and 100% for 1995. The monthly rental range
has been approximately the same since 1995.
For tax purposes, this property has a basis of
$3,381,856 and is depreciated using the
straight-line method with a useful life of 27.5
years. The annual real estate taxes are
$11,677 which is based on an assessed value of
$65,700 taxed at a rate of $17.773 per $100.
No one tenant occupies ten percent or more of
the building. 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.
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 65 units
were transferred of record in 1999.
b. As of December 31, 1999, there
were 488 record holders of Units.
c. Registrant did not declare any
cash dividends in 1999 and 1998.
Item 6. Selected Financial Data
The following selected financial data
are for the five years ended December 31, 1999.
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.
1999 1998 1997 1996 1995
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Rental income $1,094,599 $1,109,060 $1,092,708 $1,081,821 $1,059,508
Interest income 1,644 470 300 1,540 2,491
Net loss 354,032 442,499 450,509 496,109 469,528
Net loss per Unit 69.65 87.06 88.63 97.60 92.37
Total assets net
of depreciation
and amortization) 7,699,562 8,116,644 8,352,879 8,771,520 9,244,523
Debt obligations 6,270,887 6,340,936 6,085,969 6,154,278 6,199,255
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations
(1) Liquidity
As of December 31, 1999,
Registrant had cash of $64,120. 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.
As of December 31, 1999,
Registrant had restricted cash of $153,116
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.
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
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.
(3) Results of Operations
During the fiscal year 1999,
Registrant incurred a loss of $354,032 ($69.65
per limited partnership unit) compared to a
loss of $442,499 ($87.06 per limited
partnership unit) in 1998 and a loss of
$450,509 ($88.63 per limited partnership unit)
in 1997.
Rental income increased from
$1,092,708 in 1997 to $1,109,060 in 1998 and
decreased to $1,094,599 in 1999. The decrease
from 1998 to 1999 is due to the decrease in
rental income at the Bakery Apartments due to a
decrease in occupancy, partially offset by an
increase in rental income at both Jefferson
Seymour due to an increase in occupancy and at
Shockoe Hearth apartments due to an increase in
the average rental rates. The increase from
1997 to 1998 is due to increases in rental
income at both the Bakery and Shockoe Hearth
apartments due to increases in the average
rental rates.
Other income received in 1999 is
due to the partnership fees paid by the Bakery
Apartments as a result of the refinancing of
the first mortgage in 1998.
Expenses for rental operations
increased from $534,794 in 1997 to $539,844 in
1998 and decreased to $506,822 in 1999. The
decrease from 1998 to 1999 is due to a decrease
in maintenance expense at the Shockoe Hearth
Apartments due to lower turnover of apartment
units, partially offset by an increase in
maintenance expense at the Bakery Apartments
due to a higher turnover of apartment units.
The increase from 1997 to 1998 resulted from an
increase in maintenance expense at Shockoe
Hearth apartments due to a higher turnover of
apartment units, partially offset by a decrease
in bad debt expense at Jefferson Seymour due to
a non-recurring write off of tenant receivables
in 1997.
Partnership administrative fees
incurred in 1999 are the result of the
refinancing of the first mortgage at the Bakery
Apartments in 1998.
Interest expense decreased from
$540,682 in 1997 to $529,213 in 1998 and
decreased to $440,340 in 1999. The decrease
from 1998 to 1999 is due to decreases at each
of the properties. The decrease at Jefferson
Seymour is due to the reduction of the
principal balance on which interest is
calculated. The decrease at Shockoe Hearth is
due to the refinancing of the first mortgage in
May 1998. Interest expense decreased at the
Bakery Apartments due to the refinancing of the
first mortgage in December 1998. The decrease
from 1997 to 1998 is due to a decrease at
Shockoe Hearth apartments due to a decrease in
the interest rate from 10% to 8%, in connection
with the May 1998 refinancing.
Depreciation and amortization
expense increased from $475,914 in 1997 to
$489,088 in 1998 and decreased to $455,811 in
1999. The decrease in depreciation and
amortization expense from 1998 to 1999 is due
to the write-off of previous loan costs in 1998
in connection with the refinancing of the first
mortgage at the Bakery Apartments. The
increase from 1997 to 1998 is the result of
amortization of loan fees incurred in
connection with the refinancings at both the
Bakery and Shockoe Hearth apartments partially
offset by a decrease at Jefferson Seymour when
organization costs became fully amortized in
January 1998.
In 1999 losses of $338,000 were
incurred at the Registrant's three properties
compared to $414,000 in 1998 and $422,000 in
1997. A discussion of property
operations/activities follows:
In 1999, Registrant incurred a
loss of $93,000 at Jefferson/Seymour, including
$120,000 of depreciation and amortization
expense compared to a loss of $145,000
including $120,000 of depreciation and
amortization expense in 1998 and a loss of
$152,000 including $128,000 of depreciation and
amortization expense in 1997. The decrease in
the loss from 1998 to 1999 is due to an
increase in rental income combined with a
decrease in the interest expense. Rental
income increased due to an increase in average
occupancy. The decrease in interest expense is
due to the reduction of principal balance on
which interest is calculated. The decrease in
the loss from 1997 to 1998 is the result of a
decrease in bad debt expense and amortization
expense. Bad debt expense decreased due to a
non-recurring write-off of tenant receivables
in the third quarter of 1997. Amortization
expense decreased when organization costs
became fully amortized in January 1998.
In 1999, Registrant incurred a
loss of $55,000 at Shockoe Hearth including
$107,000 of depreciation and amortization
expense compared to a loss of $85,000 including
$104,000 of depreciation and amortization
expense in 1998 and a loss of $80,000 including
$99,000 of depreciation and amortization
expense in 1997. The decrease in the loss form
1998 to 1999 is due to an increase in rental
income combined with a decrease in maintenance
and interest expense. The increase in rental
income is due to an increase in average rental
rates. Maintenance expense decreased due to a
lower turnover of apartment units. Interest
expense decreased due to a refinancing of the
first mortgage in May 1998 which lowered the
interest rate from 10% to 8%. The increase in
the loss from 1997 to 1998 is due to an
increase in amortization and maintenance
expense partially offset by an increase in
rental income and a decrease in interest
expense. Amortization expense increased due to
loan costs incurred in connection with the
refinancing of the first mortgage. Maintenance
expense increased due to a higher turnover of
apartment units. Rental income increased due
to an increase in the average rental rates.
Interest expense decreased due to the
refinancing of the first mortgage which lowered
the interest rate from 10% to 8%.
In 1999, Registrant incurred a
loss of $191,000 at the Bakery including
$202,000 of depreciation and amortization
expense compared to a loss of $184,000
including $239,000 of depreciation and
amortization expense in 1998 and a loss of
$190,000 including $223,000 of depreciation and
amortization expense in 1997. The increase in
the loss from 1998 to 1999 is due to a decrease
in rental income combined with an increase in
maintenance expense and partnership fees,
partially offset by a decrease in interest and
amortization expense. The decrease in rental
income is due to a decrease in average
occupancy. Maintenance expense increased due
to higher turnover of apartment units. The
partnership fees incurred in 1999 are the
result of the refinancing of the first mortgage
in 1998 paid to the Registrant. The decrease
in interest expense is due to a reduction in
the interest rate due to the refinancing of the
first mortgage in December of 1998. The
decrease in amortization expense is due to the
write-off of previous loan costs in 1998 in
connection with the refinancing of the first
mortgage. The decrease in the loss from 1997
to 1998 is due to a decrease in wages and
salaries and corporate apartments expense and
an increase in rental income partially offset
by an increase in amortization expense. Wages
and salaries expense decreased due to the
replacement of employees with a contracted
security service. Corporate apartments expense
decreased due to a decrease in the rental of
corporate apartments. Rental income increased
due to an increase in the average rental rates.
Amortization expense increased due to the
amortization of loan costs incurred in
connection with the refinancing of the first
mortgage.
Item7A. Quantitative and Qualitative
Disclosures about Market Risk
Not applicable.
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.
<PAGE>
Independent Auditor's Report
To the Partners of
Diversified Historic Investors 1990
We have audited the accompanying consolidated
balance sheet of Diversified Historic Investors
1990 (a Pennsylvania Limited Partnership) and
subsidiaries as of December 31, 1999 and 1998
and the related consolidated statements of
operations and changes in partners' equity and
cash flows for the years ended December 31,
1999, 1998, and 1997. 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 audit.
We did not audit the financial statements of
The Bakery Apartments General Partnership,
which statements reflect total assets of
$3,395,482 and $3,620,782 as of December 31,
1999 and 1998, respectively, and total revenues
of $598,055 and $624,484, 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 General Partnership is based solely
on the reports of the other auditors.
We conducted our audit 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 audit provides 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, 1999 and 1998, and the
results of their operations and their cash
flows for the years ended December 31, 1999,
1998, and 1997 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, L.L.C.
Philadelphia, Pennsylvania
March 2, 2000
<PAGE>
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, 1999 and 1998 and the related
statements of operations, 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 audit.
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 financial position of
The Bakery Apartments Limited Partnership as of
December 31, 1999 and 1998, 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 10, 2000
<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, 1999 and 1998 13
Consolidated Statements of Operations for the Years
Ended December 31, 1999, 1998, and 1997 14
Consolidated Statements of Changes in Partners' Equity
for the Years Ended December 31, 1999, 1998, and 1997 15
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1999, 1998, and 1997 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.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998
Assets
1999 1998
------ ------
Rental properties at cost:
Land $ 248,856 $ 248,856
Buildings and improvements 10,940,625 10,928,637
Furniture and fixtures 155,592 155,592
----------- -----------
11,345,073 11,333,085
Less - accumulated depreciation (4,060,526) (3,636,531)
----------- -----------
7,284,547 7,696,554
Cash and cash equivalents 64,120 59,236
Restricted cash 153,116 152,762
Accounts receivable 9,804 26,700
Other assets (net of accumulated
Amortization of $330,182 and $314,312) 187,975 181,392
----------- -----------
Total $ 7,699,562 $ 8,116,644
=========== ===========
Liabilities and Partners' Equity
Liabilities:
Debt obligations $ 6,270,887 $ 6,340,936
Accounts payable:
Trade 615,364 547,097
Related parties 145,123 166,699
Interest payable 246,604 221,346
Tenant security deposits 53,214 62,196
Other liabilities 4,990 5,151
----------- -----------
Total liabilities 7,336,182 7,343,425
----------- -----------
Minority interests 334,536 390,343
Partners' equity 28,844 382,876
----------- -----------
Total $ 7,699,562 $ 8,116,644
=========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997
------ ------ ------
Revenues:
Rental income $1,094,599 $1,109,060 $1,092,708
Interest income 1,644 470 300
Other income 10,890 0 0
---------- ---------- ----------
Total revenues 1,107,133 1,109,530 1,093,008
Costs and expenses:
Rental operations 506,822 539,844 534,794
General and administrative 48,000 48,000 48,000
Partnership administrative fees 66,000 0 0
Interest 440,340 529,213 540,682
Depreciation and amortization 455,811 489,088 475,914
---------- ---------- ----------
Total costs and expenses 1,516,973 1,606,145 1,599,390
---------- ---------- ----------
Loss before minority interests (409,840) (496,615) (506,382)
Minority interests' portion of loss 55,808 54,116 55,873
---------- ---------- ----------
Net loss ($ 354,032) ($ 442,499) ($ 450,509)
Net loss per limited partnership unit:
Loss before minority interests ($ 80.63) ($ 97.70) ($ 99.62)
Minority interests 10.98 10.64 10.99
---------- ---------- ----------
($ 69.65) ($ 87.06) ($ 88.63)
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1999, 1998 and 1997
Diversified
Historic Limited
Advisors Partners
1990 (1) (2) Total
----------- -------- -------
Percentage participation in profit or loss 1% 99% 100%
Balance at December 31, 1996 ($21,273) $1,297,157 $1,275,884
Net loss (4,505) (446,004) (450,509)
------- ---------- ----------
Balance at December 31, 1997 (25,778) 851,153 825,375
Net loss (4,425) (438,074) (442,499)
------- ---------- ----------
Balance at December 31, 1998 (30,203) 413,079 382,876
Net loss (3,540) (350,492) (354,032)
------- ---------- ----------
Balance at December 31, 1999 ($33,743) $ 62,587 $ 28,844
======= ========== ==========
(1) General Partner.
(2) 5,032 limited partnership units outstanding at
December 31, 1999, 1998, and 1997.
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997
------ ------ ------
Cash flows from operating activities:
Net loss ($354,032) ($ 442,499) ($450,509)
Adjustments to reconcile net loss to
net cash provided by (used in)
operating activities:
Depreciation and amortization 455,811 489,088 475,914
Minority Interests (55,808) (54,116) (55,873)
Changes in assets and liabilities:
Increase in restricted cash (354) (57,153) (3,640)
Decrease (increase) in accounts
receivable 16,896 (2,195) (6,604)
Increase in other assets (38,398) (149,806) (32,337)
Increase (decrease) in accounts
payable - trade 68,267 (32,611) 97,692
(Decrease) increase in accounts
payable - related parties (21,576) (26,097) 44,786
Increase in interest payable 25,258 95,676 34,235
(Decrease) increase in tenant
security deposits (8,982) 1,158 (6,002)
Decrease in other liabilities (161) (32,713) (14,660)
-------- ---------- --------
Net cash provided by (used in)
operating activities 86,921 (211,268) 83,002
-------- ---------- --------
Cash flows from investing activities:
Capital expenditures (11,988) (13,012) (19,304)
-------- ---------- --------
Net cash used in investing
activities: (11,988) (13,012) (19,304)
-------- ---------- --------
Cash flows from financing activities:
Proceeds from debt refinancing 0 3,100,000 0
Payments of principal under debt
obligations (70,049) (2,845,033) (68,309)
-------- ---------- --------
Net cash (used in) provided by
financing activities: (70,049) 254,967 (68,309)
-------- ---------- --------
Increase (decrease) in cash and cash
equivalents 4,884 30,687 (4,611)
Cash and cash equivalents at
beginning of year 59,236 28,549 33,160
-------- ---------- --------
Cash and cash equivalents at end of year $ 64,120 $ 59,236 $ 28,549
======== ========== ========
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the year for interest $415,082 $ 443,537 $506,447
The accompanying notes are an integral part of these financial statements.
<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 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 1999, 1998, and 1997).
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. Revenue Recognition
Revenues are recognized when rental payments
are due on a straight-line basis. Rental
payments received in advance are deferred until
earned.
10. 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 it to continue to hold the
property over a reasonable period of time, (3)
a 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 it to continue to hold 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.
11. Use of Estimates
The preparation of the financial statements in
conformity with generally accepted accounting
principles requires management to make
estimates and assumptions that affect the
amounts reported in the financial statements
and accompanying notes. Actual results could
differ from those estimates.
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
was $145,123 and $166,699 at December 31, 1999
and 1998, 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 related properties.
Partnership administrative fees were paid to
the management company in the amount of $66,000
by the Bakery during 1999 for the execution of
the refinancing of the first mortgage in 1998.
NOTE E - LEASES
The Partnership's leases with commercial
tenants are classified as operating leases.
These leases are generally for a period of
three to five years and provide for a fixed
base rent plus a share of certain operating
costs.
Minimum future commercial rentals on operating
leases as of December 31, 1999 are as follows:
2000 $159,536
2001 167,512
2002 175,892
2003 29,550
2004 18,990
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% limited 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 14,451
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.
NOTE G - DEBT OBLIGATIONS
Debt obligations were as follows:
December 31,
1999 1998
------ ------
Mortgage loan; interest at 8% until $ 736,182 $ 747,819
January 1996 when interest resets based
on a specified index; monthly payments of
principal and interest of $7,102; based
on a 25-year amortization schedule;
collateralized by the related rental
property
Note payable; interest at 1%; monthly 272,626 272,626
interest payments of $228; due June 2010
Mortgage loan; interest at 8%; monthly 1,850,377 1,876,281
payments of principal and interest of
$14,591 based on a 30-year amortization
schedule; due June 2013; collateralized
by the related rental property
Mortgage loan; interest at 6.775%; 3,069,945 3,100,000
monthly payments of principal and
interest of $20,158 based on 30-year
amortization schedule; due November 2008;
collateralized by the related rental
property
Note payable to developer; interest at 152,386 152,386
9%; payments based on positive cash flow
of the property; due upon sale of the
property
Note payable to developer; interest at
8.25%; monthly payments of principal and
interest of $1,514 based on a 30-year
amortization schedule; collateralized by
the related rental property; due November
2022 189,371 191,824
---------- ----------
$6,270,887 $6,340,936
========== ==========
Maturities of debt obligations at December 31, 1999, are as follows:
Year Ending December 31,
------------------------
2000 $ 63,061
2001 67,835
2002 72,975
2003 78,508
2004 84,461
Thereafter 5,904,047
----------
$6,270,887
==========
NOTE H - INCOME TAX BASIS RECONCILIATION
Certain items enter into the determination of
the results of operations in different time
periods for financial reporting ("book")
purposes and for income tax ("tax") purposes.
The reconciliation of net loss and partners'
equity follows:
For the Years Ended December 31,
1999 1998 1997
------ ------ ------
Net loss - book ($ 354,032) ($ 442,499) ($ 450,509)
Excess of book over tax depreciation 423,698 196,436 134,039
Other timing differences 0 661 1,759
Minority Interest (261,277) (30,386) (15,699)
---------- ---------- ----------
Net loss - tax ($ 191,611) ($ 275,788) ($ 330,410)
========== ========== ==========
Partners' equity - book $ 28,844 $ 382,876 $ 825,376
Costs of issuance 638,660 638,660 638,660
Cumulative book over tax loss 833,134 670,713 504,000
Basis reduction (1,565,104) (1,565,104) (1,565,104)
---------- ---------- ----------
Partners' equity - tax ($ 64,466) $ 127,145 $ 402,932
========== ========== ==========
<PAGE>
SUPPLEMENTAL INFORMATION
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
Costs
Capitalized
Subsequent
Initial Cost to to
to Partnership (b) Acquisition
Buildings Date of
Encum- and Improve- Constr. Date
Description(a) brances (e) Land Improvements ments (a) Acquired
30 apartment
units and
665 square
feet of
commercial
space in
Hartford, CT $1,008,808 - $ 3,027,000 $268,365 1990 1990
29 apartment
units and
14,451 square
feet of
commercial
space in
Richmond, VA 1,850,377 186,381 2,287,980 371,725 1990 1990
68 apartment
units in New
Orleans, LA 3,411,702 62,475 5,103,816 37,331 1991 1991
---------- -------- ----------- --------
$6,270,887 $248,856 $10,418,796 $677,421
========== ======== =========== ========
Gross Amount at
which Carried at
December 31, 1999
Buildings
and Accumulated
Description (a) Land Improvements Total (b) (c) Depreciation
30 apartment units
and 665 square feet
of commercial space
in Hartford, CT $ 3,295,365 $ 3,295,365 $1,410,575
29 apartment units
and 14,451 square
feet of commercial
space in
Richmond, VA 186,381 2,659,705 2,846,086 887,417
68 apartment units
in New Orleans, LA 62,475 5,141,147 5,203,622 1,778,480
-------- ----------- ----------- ----------
$248,856 $11,096,217 $11,345,073 $4,076,472
======== =========== =========== ==========
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
NOTES TO SCHEDULE XI
December 31, 1999
(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, 1999, for Federal income tax
purposes is approximately $8,345,471. 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:
1999 1998 1997
------ ------ ------
Balance at beginning of year $11,333,085 $11,320,073 $11,300,769
Additions during the year:
Improvements 11,988 13,012 19,304
----------- ----------- -----------
Balance at end of year $11,345,073 $11,333,085 $11,320,073
=========== =========== ===========
Reconciliation of accumulated depreciation:
1999 1998 1997
------ ------ ------
Balance at beginning of year $ 3,636,531 $ 3,195,801 $ 2,755,349
Depreciation expense for the year 439,941 440,730 440,452
----------- ----------- -----------
Balance at end of year $ 4,076,472 $ 3,636,531 $ 3,195,801
=========== =========== ===========
(D) See Note B to the financial statements for depreciation method and lives.
(E) See Note E to the financial statements for further information.
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:
Name Position Term of Office Period Served
Dover Historic Partner in No fixed term Since September 1990
Advisors, Inc. DoHA-1990
("Dover Advisors")
Jacqueline D. Reichman Partner in No fixed term Since May 1994
DoHA-1990
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. None.
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.
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.
Donna M. Zanghi (age 42) 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 34) 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 - The Registrant
did not pay any cash compensation during 1997.
b. Compensation Pursuant to Plans -
Registrant has no plan pursuant to which
compensation was paid or distributed during
1999, 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.
c. Other Compensation - No
compensation not referred to in paragraph a. or
paragraph b. of this Item was paid or
distributed during 1999 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 -
None.
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 1997 to 1999.
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.
<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, 1999 and 1998.
b. Consolidated Statements of Operations for the Years Ended
December 31, 1999, 1998 and 1997.
c. Consolidated Statements of Changes in Partners' Equity
for the Years Ended December 31, 1999, 1998 and 1997.
d. Consolidated Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997.
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, 1999.
(c) Exhibits:
See Item 14(A)(3) above.
<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: September 12, 2000 By: Dover Historic Advisors, Inc., Ptr.
------------------
By: /s/ Jacqueline D. Reichman
--------------------------
JACQUELINE D. REICHMAN
Partner
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/ Jacqueline D. Reichman September 12, 2000
-------------------------- ------------------
JACQUELINE D. REICHMAN
Partner
By: /s/ Michele F. Rudoi September 12, 2000
-------------------------- ------------------
MICHELE F. RUDOI
Assistant Secretary
