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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K/A
AMENDMENT NO. 3
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) JUNE 3, 1997
----------------------
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
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(Exact name of registrant as specified in its charter)
MARYLAND 1-13232 84-1259577
- -------------------------------- ------------ -------------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1873 SOUTH BELLAIRE STREET, SUITE 1700, DENVER, CO 80222-4348
- -------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 757-8101
--------------------
NOT APPLICABLE
--------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of NHP Real Estate Companies
On June 3, 1997, Apartment Investment and Management Company, a
Maryland corporation ("AIMCO" and, together with its subsidiaries and other
controlled entities, the "Company"), acquired all of the issued and outstanding
capital stock of NHP Partners, Inc., a Delaware corporation ("NHP Partners,
Inc."), and the Company acquired all of the outstanding partnership interests in
NHP Partners Two Limited Partnership, a Delaware limited partnership ("NHP
Partners Two LP" and, together with NHP Partners, Inc. and their subsidiaries,
the "NHP Real Estate Companies").
The Company acquired the NHP Partners, Inc. capital stock from NHP
Partners Limited Partnership, a Delaware limited partnership which is owned
by Demeter Holdings Corporation, a Massachusetts corporation ("Demeter"),
Capricorn Investors, L.P., a Delaware limited partnership ("Capricorn"), and
J. Roderick Heller, III. The Company acquired the interests in NHP Partners
Two LP from Phemus Corporation, a Massachusetts corporation ("Phemus"),
Capricorn, Mr. Heller and NHP Partners Two LLC, a Delaware limited liability
company ("NHP Partners Two LLC") which is owned by Phemus, Capricorn and Mr.
Heller. As consideration, the Company paid $54.8 million in cash and issued
warrants to purchase 399,999 shares of AIMCO's Class A Common Stock, par
value $.01 per share, at an exercise price of $36 per share. The Company
financed the cash consideration with borrowings under its revolving credit
facility (the "Credit Facility") with Bank of America National Trust and Savings
Association.
The acquisition of the NHP Real Estate Companies was made pursuant
to a Real Estate Acquisition Agreement, dated as of May 22, 1997 (the "Real
Estate Agreement"), by and among AIMCO, AIMCO Properties, L.P., a Delaware
limited partnership (the "Operating Partnership"), Demeter, Phemus,
Capricorn, Mr. Heller and NHP Partners Two LLC. The purchase price and other
terms of the Real Estate Agreement were determined based on negotiations
among AIMCO, Demeter, Phemus, Capricorn and Mr. Heller. A copy of the Real
Estate Agreement is filed herewith as Exhibit 2.1 and incorporated herein by
this reference.
NHP Partners, Inc. owns the National Corporation for Housing
Partnerships, a District of Columbia corporation ("NCHP"), and NHP Partners,
Inc. and NHP Partners Two LP own The National Housing Partnership, a District
of Columbia limited partnership (the "NHP Partnership"). NCHP and the NHP
Partnership were organized by Congress in 1970 as private, for-profit
entities pursuant to Title IX of the Housing and Urban Development Act of
1968, to promote private investment in the production of low and moderate
income (affordable) housing. NCHP acts as the general partner of the NHP
Partnership. Through NCHP, the NHP Partnership and other subsidiar-
1
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ies, the NHP Real Estate Companies hold interests in partnerships that own
approximately 534 conventional and affordable multifamily apartment
properties, which contain approximately 87,659 apartment units, as well as a
captive insurance subsidiary and other related assets.
A majority of the properties in which the NHP Real Estate Companies
own interests are managed by NHP Incorporated, a Delaware corporation
("NHP"). On May 5, 1997, AIMCO/NHP Holdings, Inc., a Delaware corporation and
a subsidiary of AIMCO, acquired approximately 51% of the outstanding common
stock of NHP from Demeter, Capricorn and certain Capricorn partners. AIMCO
and NHP have previously announced an agreement pursuant to which a wholly
owned subsidiary of AIMCO would be merged with and into NHP. The merger is
subject to the approval of shareholders of NHP and AIMCO, as well as certain
other conditions. Mr. Heller is the Chairman of the Board, President and
Chief Executive Officer of NHP, and three executive officers of AIMCO
currently serve as directors of NHP. The Company's acquisition of the NHP
Real Estate Companies was approved by a committee of independent directors of
NHP.
On June 6, 1997, AIMCO issued a press release describing the terms
of the acquisition of the NHP Real Estate Companies. The press release is
filed herewith as Exhibit 99.1 and incorporated herein by this reference.
Acquisition of Apartment Properties
On June 6, 1997, the Company acquired The Vinings at the Waterways, a
180-unit apartment community located in Aventura, Florida, for $16.4 million
(including $0.4 million for closing costs and initial capital expenditures at
the property). The Company financed a portion of the purchase price with a
short term loan of $8 million from Amresco, Inc., and the remainder with
additional borrowings under the Credit Facility.
On June 12, 1997, the Company acquired two apartment communities
located in Tustin, California for $9.3 million in cash (including $1.9
million for closing costs and initial capital expenditures at the property)
and 315,419 units ("OP Units") of limited partnership interest in the
Operating Partnership. The Californian Apartments contains 92 apartment
units and Tustin East Village contains 200 apartment units. The two
apartment communities are operated as one complex, together with the
Brookside Apartments which the Company acquired in April 1996. The Company
financed the cash portion of the purchase price with borrowings under its
Credit Facility. On the same date, the Company also acquired from the same
sellers a 45,000 sq. ft. retail shopping center, which is adjacent to the two
acquired apartment communities, for 182,375 OP Units.
2
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
1. Combined Balance Sheets of NHP Real Estate Companies, as of
December 31, 1996 and 1995, and March 31, 1997 (unaudited), and the related
combined statements of operations, changes in shareholders' equity (deficit) and
partners' capital (deficit), net and cash flows for each of the three years in
the period ended December 31, 1996, and for the three months ended March 31,
1997 (unaudited) and 1996 (unaudited), together with the Report of Independent
Public Accountants (included as Exhibit 99.5 to this Report and incorporated
herein by this reference).
2. Balance Sheets of NHP Southwest Partners, L.P. (a Delaware
Limited Partnership), as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' capital and cash flows for the
year ended December 31, 1996 and for the period from January 20, 1995 (date of
inception) through December 31, 1995, together with the Report of Independent
Public Accountants (included as Exhibit 99.6 to this Report and incorporated
herein by this reference).
3. Combined Balance Sheets of NHP New LP Entities as of December 31,
1996 and 1995, and the related combined statements of operations, changes in
partners' capital, and cash flows for the year ended December 31, 1996 and for
the period from January 20, 1995 (date of inception) through December 31, 1995,
together with the Report of Independent Public Accountants (included as Exhibit
99.7 to this Report and incorporated herein by this reference).
4. Combined Balance Sheets of NHP Borrower Entities as of December
31, 1996 and 1995, and the related combined statements of operations, changes in
partners' capital, and cash flows for the year ended December 31, 1996 and for
the period from January 20, 1995 (date of inception) through December 31, 1995,
together with the Report of Independent Public Accountants (included as Exhibit
99.8 to this Report and incorporated herein by this reference).
5. Historical Summary of Gross Income and Certain Expenses (Summary)
of The Bay Club at Aventura for the year ended December 31, 1996 and the three
months ended March 31, 1997 (unaudited), together with the Report of Independent
Auditors (included as Exhibit 99.9 to this Report and incorporated herein by
this reference).
(b) Pro Forma Financial Information
The required pro forma financial information is included as Exhibit
99.10 to this Report and incorporated herein by this reference.
(c) Exhibits
3
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The following exhibits are filed with this report:
Exhibit
Number Description
- ------- -----------
2.1 Real Estate Acquisition Agreement, dated as of May 22, 1997, by and
among Apartment Investment and Management Company, AIMCO Properties,
L.P., Demeter Holdings Corporation, Phemus Corporation, Capricorn
Investors, L.P., J. Roderick Heller, III, and NHP Partners Two LLC*
23.1 Consent of Arthur Andersen LLP dated June 23, 1997*
23.2 Consents of Deloitte & Touche LLP dated September 2, 1997
23.3 Consent of Anders, Minkler & Diehl LLP dated September 2, 1997
23.4 Consent of Dauby O'Connor & Zaleski, LLC dated September 2, 1997
23.5 Consent of Edwards Leap & Sauer dated September 2, 1997
23.6 Consent of Fishbein & Company, P.C. dated September 2, 1997
23.7 Consents of Freeman and Vessillo dated September 2, 1997
23.8 Consents of Friduss, Lukee, Schiff & Co., PC dated September 2, 1997
23.9 Consent of George A. Hieronymous & Company, LLC dated September 2, 1997
23.10 Consent of Goldenberg Rosenthal Friedlander, LLP dated September 2,
1997
23.11 Consent of Hansen, Hunter & Kibbee, P.C. dated September 2, 1997
23.12 Consent of J.H. Cohn LLP dated September 2, 1997
23.13 Consent of J.A. Plumer & Co., P.A. dated September 2, 1997
23.14 Consent of Marks Shron & Company, LLP dated September 2, 1997
23.15 Consent of Prague & Company, P.C. dated September 2, 1997
23.16 Consent of Reznick Fedder & Silverman dated September 2, 1997
23.17 Consents of Robert Ercolini & Company dated September 2, 1997
4
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23.18 Consent of Russell Thompson Butler & Houston dated September 2, 1997
23.19 Consent of Sciarabba Walker & Co., LLP dated September 2, 1997
23.20 Consent of Wallace Sanders & Company dated September 2, 1997
23.21 Consent of Warady and Davis dated September 2, 1997
23.22 Consent of Ziner and Company, PC dated September 2, 1997
23.23 Consent of Zinner & Co. dated September 2, 1997
23.24 Consent of Ernst & Young LLP dated June 23, 1997*
23.25 Consent of Arthur Andersen LLP dated September 2, 1997
99.1 Press Release of Apartment Investment and Management Company, dated
June 6, 1997*
99.2 1994 Reports of Independent Auditors*
99.3 1995 Reports of Independent Auditors*
99.4 1996 Reports of Independent Auditors*
99.5 Financial Statements of NHP Real Estate Companies and Report of
Independent Accountants
99.6 Financial Statements of NHP Southwest Partners, L.P. (a Delaware
Limited Partnership) and Report of Independent Accounts*
99.7 Financial Statements of NHP New LP Entities and Report of Independent
Accountants*
99.8 Financial Statements of NHP Borrower Entities and Report of
Independent Accountants*
99.9 Financial Statements of The Bay Club at Aventura and Report of
Independent Auditors*
99.10 Pro Forma Financial Information of Apartment Investment and
Management Company*
__________________
* Previously filed
5
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
Date: September 4, 1997 By: /s/ Leeann Morein
---------------------------------
Leeann Morein
Senior Vice President, Chief
Financial Officer and Secretary
6
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EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Exhibit
Number Description
- ------- -----------
2.1 Real Estate Acquisition Agreement, dated as of May 22, 1997,
by and among Apartment Investment and Management Company,
AIMCO Properties, L.P., Demeter Holdings Corporation, Phemus
Corporation, Capricorn Investors, L.P., J. Roderick Heller,
III, and NHP Partners Two LLC*
23.1 Consent of Arthur Andersen LLP dated June 23, 1997*
23.2 Consents of Deloitte & Touche LLP dated September 2, 1997
23.3 Consent of Anders, Minkler & Diehl LLP dated September 2, 1997
23.4 Consent of Dauby O'Connor & Zaleski, LLC dated September 2, 1997
23.5 Consent of Edwards Leap & Sauer dated September 2, 1997
23.6 Consent of Fishbein & Company, P.C. dated September 2, 1997
23.7 Consents of Freeman and Vessillo dated September 2, 1997
23.8 Consents of Friduss, Lukee, Schiff & Co., PC dated September 2,
1997
23.9 Consent of George A. Hieronymous & Company, LLC dated September 2, 1997
23.10 Consent of Goldenberg Rosenthal Friedlander, LLP dated September 2,
1997
23.11 Consent of Hansen, Hunter & Kibbee, P.C. dated September 2, 1997
23.12 Consent of J.H. Cohn LLP dated September 2, 1997
23.13 Consent of J.A. Plumer & Co., P.A. dated September 2, 1997
<PAGE>
23.14 Consent of Marks Shron & Company, LLP dated September 2, 1997
23.15 Consent of Prague & Company, P.C. dated September 2, 1997
23.16 Consent of Reznick Fedder & Silverman dated September 2, 1997
23.17 Consents of Robert Ercolini & Company dated September 2, 1997
23.18 Consent of Russell Thompson Butler & Houston dated September 2, 1997
23.19 Consent of Sciarabba Walker & Co., LLP dated September 2, 1997
23.20 Consent of Wallace Sanders & Company dated September 2, 1997
23.21 Consent of Warady and Davis dated September 2, 1997
23.22 Consent of Ziner and Company, PC dated September 2, 1997
23.23 Consent of Zinner & Co. dated September 2, 1997
23.24 Consent of Ernst & Young LLP dated June 23, 1997*
23.25 Consent of Arthur Andersen LLP dated September 2, 1997
99.1 Press Release of Apartment Investment and Management Company,
dated June 6, 1997*
99.2 1994 Reports of Independent Auditors*
99.3 1995 Reports of Independent Auditors*
99.4 1996 Reports of Independent Auditors*
99.5 Financial Statements of NHP Real Estate Companies and Report
of Independent Accountants
99.6 Financial Statements of NHP Southwest Partners, L.P. (a
Delaware Limited Partnership) and Report of Independent
Accounts*
99.7 Financial Statements of NHP New LP Entities and Report of
Independent Accountants*
99.8 Financial Statements of NHP Borrower Entities and Report of
Independent Accountants*
99.9 Financial Statements of The Bay Club at Aventura and Report
of Independent Auditors*
99.10 Pro Forma Financial Information of Apartment Investment and
Management Company*
__________________
* Previously filed
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Current Report on Form
8-K/A by Apartment Investment and Management Company (AIMCO) of our reports on
the financial statements of certain Partnerships for the year ended December
31, 1994, which reports are dated as shown in the following Appendices (Items
1 through 5), or as indicated below (Items 6 through 16):
1) Appendix A-94
2) Appendix B-94 (each of which expresses an unqualified opinion and
includes an explanatory paragraph relating to the Partnership's ability
to continue as a going concern)
3) Appendix C-94 (each of which expresses a qualified opinion as a result of
cumulative unpaid distributions recorded according to HUD guidelines which
is not in accordance with generally accepted accounting principles)
4) Appendix D-94 (each of which expresses an unqualified opinion and includes
an explanatory paragraph relating to the change in 1993 of the
Partnership's method of computing depreciation)
5) Appendix E-94 (each of which expresses an unqualified opinion and includes
an explanatory paragraph relating to the expiration of a Housing Assistance
Payment Contract)
6) Franklin Northwoods Associates, A Limited Partnership, dated March 3, 1995
(which expresses an unqualified opinion and includes an explanatory
paragraph noting that the mortgage lender has the option to require full
payment of all amounts outstanding after December 1, 1994)
7) Franklin Woods Associates, A Limited Partnership, dated March 14, 1995
(which expresses an unqualified opinion and includes an explanatory
paragraph noting that the mortgage note payable and related accrued
interest are due June 30, 1997)
8) Green Mountain Manor Limited Partnership, dated February 17, 1995 (which
expresses an unqualified opinion and includes explanatory paragraphs
relating to the expiration of a Housing Assistance Payment Contract and a
deferred acquisition note and related accrued interest which is due on
February 17, 1996)
Page 1 of 3
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9) Hilltop Apartment Associates, A Limited Partnership, dated February 13,
1995 (which expresses an unqualified opinion and includes explanatory
paragraphs relating to the change in 1993 of the Partnership's method of
computing depreciation and the Partnership's revised estimate in 1993 of
interest due on loans from one of its partners)
10) Leyden Limited Partnership, dated February 8, 1995 (which expresses an
unqualified opinion and includes explanatory paragraphs relating to the
Partnership's ability to continue as a going concern and the correction of
the Partnership's method of computing accrued interest on a deferred
acquisition note)
11) Madison Hill Limited Partnership, dated March 1, 1995 (which expresses an
unqualified opinion and includes an explanatory paragraph relating to the
transfer of substantially all of its assets, liabilities and its deed in
lieu of foreclosure, during February 1995, in return for $50,000)
12) Montblanc Garden Apartments Associates, A Limited Partnership, dated
March 17, 1995 (which expresses an unqualified opinion and includes an
explanatory paragraph relating to a disputed outstanding mortgage
principal balance)
13) Pavilion Associates, A Limited Partnership, dated January 19, 1995 (which
expresses an unqualified opinion and includes an explanatory paragraph
relating to a deferred acquisition note and related accrued interest, and
real estate notes payable which are due February 16, 1996)
14) Spring Meadow Limited Partnership, dated February 13, 1995 (which
expresses an unqualified opinion and includes explanatory paragraphs
relating to the Partnership's ability to continue as a going concern and
the correction of the Partnership's method of computing accrued interest
on a deferred acquisition note and the correction of an error relating to
Partnership cash reflected in the financial statements)
15) Spruce Limited Partnership, dated February 6, 1995 (which expresses an
unqualified opinion and includes an explanatory paragraph relating to the
correction of the Partnership's method of computing accrued interest on a
deferred acquisition note for the years 1992 and prior and the correction
of an error relating to Partnership cash reflected in the financial
statements)
16) Waterman Limited Partnership, dated January 13, 1995 (which expresses a
qualified opinion as a result of cumulative unpaid distributions recorded
according to HUD guidelines which is not in accordance with generally
accepted accounting principles, and includes an explanatory paragraph
regarding a deferred acquisition note and related accrued interest which
is due on April 18, 1996),
Page 2 of 3
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We further consent to the incorporation by reference of such reports in
AIMCO's Registration Statements on Form S-3 (No. 333-26415, No. 33-98338, No.
333-828, No. 333-4542, No. 333-4546, No. 333-08997, No. 333-17431 and No.
333-20755) and AIMCO's Registration Statements on Form S-8 (No. 333-4550, No.
333-4548 and No. 333-14481), all filed with the Securities and Exchange
Commission.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
McLean, Virginia
September 2, 1997
Page 3 of 3
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Appendix A-94
Partnership Report Date
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107-145 West 135th Street Associates February 9, 1995
Algonquin Tower Limited Partnership February 9, 1995
All Hallows Associates January 26, 1995
Allentown Towne House Limited Partnership January 26, 1995
Anglers Manor Associates February 2, 1995
Antioch Apartments, Ltd. January 11, 1995
Arvada House Associates February 2, 1995
Audobon Park Associates January 12, 1995
Baldwin Oaks Elderly, Ltd. February 6, 1995
Baldwin Towers Associates February 10, 1995
Basswood Manor Limited Partnership January 25, 1995
Bayview Hunters Point Apartments January 26, 1995
Bensalem Gardens Associates February 3, 1995
Berkley Limited Partnership February 14, 1995
Bloomsburg Elderly Associates February 1, 1995
Briarwood Apartments January 19, 1995
Brinton Manor No. 1 Associates January 21, 1995
Brinton Towers Associates January 24, 1995
Brookside Apartments Associates February 1, 1995
Buena Vista Apartments, Ltd. January 16, 1995
Cabell Associates of Lakeview January 21, 1995
California Square Limited Partnership January 30, 1995
California Square II Limited Partnership January 30, 1995
Campbell Heights Associates February 2, 1995
Canterbury Gardens Associates February 1, 1995
Capital Park Limited Partnership January 19, 1995
Center Square Associates January 25, 1995
Chapel NDP January 30, 1995
Cheyenne Village Apartments, Ltd. February 3, 1995
College Heights January 19, 1995
College Park Apartments February 8, 1995
College Park Associates January 27, 1995
Community Developers of High Point January 30, 1995
Congress Park Associates II February 9, 1995
Copperwood Limited January 31, 1995
Copperwood II Limited January 25, 1995
Cypress Gardens, Limited January 20, 1995
Darby Townhouses Associates January 18, 1995
Darbytown Development Associates January 11, 1995
Delcar-S, Ltd. January 9, 1995
Delcar-T, Ltd. January 20, 1995
DIP Limited Partnership January 20, 1995
DIP Limited Partnership-II February 3, 1995
DIP Limited Partnership III February 15, 1995
Page 1
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Appendix A-94
Partnership Report Date
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Discovery Limited Partnership February 7, 1995
Doral Gardens Associates February 1, 1995
Duquesne Associates No. 1 January 16, 1995
Edmond Estates Limited Partnership January 21, 1995
Elden Limited Partnership January 30, 1995
Esbro Limited Partnership January 12, 1995
Fairmont #1 Limited Partnership February 3, 1995
Fairmont #2 Limited Partnership February 6, 1995
Fairwood Associates February 6, 1995
Federal Square Village January 18, 1995
Field Associates January 21, 1995
Forest Green Limited Partnership January 16, 1995
Forest Park Elderly Associates January 13, 1995
Forrester Gardens, Ltd. January 12, 1995
Fort Carson Associates January 12, 1995
Foxwood Manor Associates January 11, 1995
Franklin Chapel Hill Associates February 23, 1995
Franklin Park Limited Partnership February 9, 1995
Friendset Housing Company January 17, 1995
Frio Housing, Ltd. February 2, 1995
G.W. Carver Limited January 26, 1995
Galion Limited Partnership January 30, 1995
Garfield Hill Associates January 17, 1995
Gateway Village Associates January 18, 1995
Gladys Hampton Houses Associates February 6, 1995
Golden Apartments I February 6, 1995
Golden Apartments II March 1, 1995
Grandview Apartments January 11, 1995
Greater Mount Calvary Terrace, Ltd. January 18, 1995
Greater Richmond Community Development
Corp. I and Associates February 14, 1995
Greater Richmond Community Development
Corp. II and Associates February 13, 1995
Griffith Limited Partnership January 11, 1995
Gulfway Limited Partnership January 13, 1995
H.R.H. Properties, Ltd. February 3, 1995
Hamilton Heights Associates January 26, 1995
Harold House Limited Partnership January 14, 1995
Hatillo Housing Associates March 17, 1995
Hickory Ridge Associates, Ltd. January 19, 1995
Hillcrest Green Apartments, Ltd. January 10, 1995
Hillside Village Associates February 9, 1995
Hilltop Limited Partnership January 17, 1995
Hopkins Renaissance Associates February 1, 1995
Page 2
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Appendix A-94
Partnership Report Date
- ----------- -----------
Hudson Terrace Associates January 26, 1995
Hurbell II Limited Partnership January 13, 1995
Indian Valley I Limited Partnership January 30, 1995
Indian Valley II Limited Partnership January 30, 1995
Indian Valley III Limited Partnership January 30, 1995
Ingram Square Apartments, Ltd. January 26, 1995
Jamestown Village Associates January 12, 1995
Jersey Park Associates January 20, 1995
JFK Associates January 26, 1995
Johnston Square Associates January 17, 1995
JVL 16 Associates January 16, 1995
Kennedy Homes Limited Partnership January 17, 1995
Key Parkway West Associates January 30, 1995
Kimberly Associates Limited Partnership January 10, 1995
La Salle Apartments January 17, 1995
La Vista Associates February 9, 1995
Lafayette Manor Associates February 15, 1995
Lafayette Towne Elderly, Ltd. February 3, 1995
Lafayette Towne Family, Ltd. February 3, 1995
Lake Forest Apartments January 20, 1995
Las Americas Housing Associates March 17, 1995
Lassen Associates January 31, 1995
Laurel Gardens February 1, 1995
Lewisburg Associates January 26, 1995
Lewisburg Elderly Associates January 19, 1995
Lincmar Associates January 31, 1995
Lincoln Park Associates February 3, 1995
Lock Haven Elderly Associates February 7, 1995
Lock Haven Gardens Associates January 30, 1995
Loring Towers Apartments Limited Partnership January 12, 1995
M & P Development Company January 13, 1995
Maple Park East Limited Partnership January 17, 1995
Maple Park West Limited Partnership January 10, 1995
Mayfair Manor Limited Partnership January 16, 1995
Meadowood Apartments-Phase I (Meadowood
Associates, Ltd.) January 17, 1995
Meadowood Apartments-Phase II (Meadowood
Associates, Ltd.) January 12, 1995
Meadows Apartments Limited Partnership January 23, 1995
Meadows East Apartments Limited Partnership January 17, 1995
Menlo Limited Partnership January 13, 1995
Merced Commons II February 7, 1995
Mill Street Associates February 3, 1995
Miramar Housing Associates March 17, 1995
Page 3
<PAGE>
Appendix A-94
Partnership Report Date
- ----------- -----------
Montblanc Housing Associates March 17, 1995
Morrisania Towers Housing Company January 25, 1995
Moss Gardens Ltd. February 1, 1995
Murphy Blair Associates III February 1, 1995
New Lake Village Apartments January 20, 1995
New West 111th Street Housing Company February 3, 1995
Newton Hill Limited Partnership January 30, 1995
Northgate Village Limited Partnership January 16, 1995
Northlake Terrace Associates February 8, 1995
Northwest Terrace Associates February 8, 1995
Oakland Village Townhouse Associates February 8, 1995
Ocala Place, Ltd. February 7, 1995
One Lytle Place February 2, 1995
One West Conway Associates February 22, 1995
Orange Village Associates February 8, 1995
Palm House Limited Partnership January 30, 1995
Park Avenue West I Limited Partnership January 30, 1995
Park Avenue West II Limited Partnership January 30, 1995
Park Creek Limited Partnership January 11, 1995
Place One Limited Partnership February 11, 1995
Portland Plaza Partnership February 7, 1995
Portner Place Associates February 15, 1995
Post Street Associates January 25, 1995
Pride Gardens Limited Partnership January 20, 1995
Pueblo Apartments Associates, Ltd. January 20, 1995
RI-15 Limited Partnership February 3, 1995
River Front Apartments Limited Partnership January 11, 1995
River Woods Associates February 13, 1995
Riverview II Associates January 27, 1995
Rockwell Limited Partnership January 13, 1995
Rolling Meadows Of Ada, Ltd. January 10, 1995
Ruffin Road Associates February 6, 1995
Rutherford Park Townhouses Associates February 8, 1995
San Jose Limited Partnership January 12, 1995
San Juan Del Centro Limited Partnership January 17, 1995
Sencit Towne House Limited Partnership January 25, 1995
Shoreview Apartments February 8, 1995
Site 10 Community Alliance Associates February 7, 1995
Sleepy Hollow Apartments January 26, 1995
SNI Development Company January 24, 1995
Southmont Apartments January 31, 1995
Southward Limited Partnership January 13, 1995
Stafford Apartments January 27, 1995
Stock Island Limited Partnership January 18, 1995
Page 4
<PAGE>
Appendix A-94
Partnership Report Date
- ----------- -----------
Storey Manor Associates February 3, 1995
Strawbridge Square Associates Limited Partnership February 6, 1995
Summersong Townhouses Limited Partnership January 26, 1995
Sunrise Associates February 10, 1995
Sunset Plaza Apartments January 20, 1995
Susquehanna View Limited Partnership January 16, 1995
Timberlake Apartments Limited Partnership January 19, 1995
Timuquana Park Associates January 18, 1995
Tinker Creek Limited Partnership January 10, 1995
Town North January 18, 1995
Treeslope Apartments Associates January 26, 1995
Trinity Towers-14th Street Associates, Ltd. March 7, 1995
United Handicap Federation Apartment Associates February 13, 1995
United House Associates February 9, 1995
United Housing Partners-Carbondale, Ltd. February 8, 1995
United Redevelopment Associates January 26, 1995
University Plaza Associates February 9, 1995
Vantage 78 March 7, 1995
Villa De Guadalupe Associates January 16, 1995
Village Circle Apartments, Ltd. January 31, 1995
Village Green Limited Partnership January 20, 1995
Vistas De San Juan Associates February 13, 1995
Waico Apartments Associates January 17, 1995
Waico Phase II Associates February 1, 1995
Walden Oaks Associates January 31, 1995
Walmsley Terrace Associates January 18, 1995
Walnut Hills Associates, Ltd. January 13, 1995
Wash-West Properties January 31, 1995
Waters Towers Associates January 12, 1995
West Oak Village Limited Partnership January 27, 1995
Whitefield Place, Ltd. January 26, 1995
Woodmark Limited Partnership January 30, 1995
Yadkin Associates January 13, 1995
Page 5
<PAGE>
Appendix B-94
Partnership Report Date
- ----------- -----------
Boynton Beach Limited Partnership March 17, 1995
Central Village Associates February 10, 1995
Cheek Road Limited Partnership February 7, 1995
Clay Courts Associates January 12, 1995
Eastman Associates January 24, 1995
Elm Creek Limited Partnership February 7, 1995
Fairmeadows Limited Partnership January 12, 1995
Fairview Homes Associates January 27, 1995
Franklin Eagle Rock Associates February 28, 1995
Franklin Pheasant Ridge Associates March 1, 1995
Franklin Ridgewood Associates February 24, 1995
Hamilton Gardens, Ltd. February 13, 1995
JVL Limited January 14, 1995
JVL 18 Associates February 3, 1995
JVL 19 Associates January 27, 1995
Langenheim Associates February 1, 1995
Meadowood Associates III, Ltd. January 15, 1995
New West 111th Street Two Associates January 25, 1995
Olde Rivertown Venture February 2, 1995
Retirement Manor Associates February 17, 1995
Royal Towers Limited Partnership January 12, 1995
Southridge Apartments Limited Partnership January 10, 1995
Springfield Limited Partnership January 13, 1995
Trinity Apartments January 13, 1995
Village Park II February 3, 1995
<PAGE>
Appendix C-94
Partnership Report Date
- ----------- -----------
Cottonwood Apartments January 11, 1995
Kenneth Arms Apartments January 9, 1995
Knollcrest Apartments January 21, 1995
Manzanita Arms Apartments January 11, 1995
Overbrook Park, Ltd. January 23, 1995
Rancho Arms Apartments January 17, 1995
San Juan Apartments January 24, 1995
Trinity Hills Village Apartments January 13, 1995
Tumast Associates February 8, 1995
Verdes Del Oriente February 1, 1995
<PAGE>
Appendix D-94
Partnership Report Date
- ----------- -----------
Cumberland Court Associates February 9, 1995
Maple Hill Associates February 15, 1995
Merced Commons I February 1, 1995
<PAGE>
Appendix E-94
Partnership Report Date
- ----------- -----------
Brightwood Manor Associates January 26, 1995
Caroline Arms Limited Partnership January 18, 1995
Richlieu Associates February 11, 1995
Sherman Terrace Associates January 13, 1995
Washington Manor Limited Partnership January 26, 1995
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Current Report on Form
8-K/A by Apartment Investment and Management Company (AIMCO) of our reports
on the financial statements of certain Partnerships for the year ended
December 31, 1995 (except for Item 4 below which is for the period January 1,
1995 to August 7, 1995), which reports are dated as shown in the following
Appendices (Items 1 through 3), or as indicated below (Items 4 through 6):
1) Appendix A-95
2) Appendix B-95 (each of which expresses an unqualified opinion and includes
an explanatory paragraph relating to the Partnership's ability to continue
as a going concern)
3) Appendix C-95 (each of which expresses an unqualified opinion and relies
upon the reports of other auditors)
4) Hamilton Gardens, Ltd., A Limited Partnership, dated September 7, 1995
(which expresses an unqualified opinion and includes an explanatory
paragraph relating to the sale, by court order, of the property owned by
the Partnership, pursuant to foreclosure proceedings and that title passed
to the new owners on August 8, 1995)
5) Spring Bright Limited Partnership, A Limited Partnership, dated March 11,
1996 (which expresses an unqualified opinion, relies upon the report of
other auditors and includes an explanatory paragraph relating to the
Partnership's ability to continue as a going concern)
6) Wash-West Properties, A Limited Partnership, dated February 6, 1996 (which
expresses an unqualified opinion and includes an explanatory paragraph
relating to the correction of the Partnership's method of computing accrued
interest on the Redevelopment Authority promissory note)
Page 1 of 2
<PAGE>
We further consent to the incorporation by reference of such reports in
AIMCO's Registration Statements on Form S-3 (No. 333-26415, No. 33-98338,
No. 333-828, No. 333-4542, No. 333-4546, No. 333-08997, No. 333-17431 and
No. 333-20755) and AIMCO's Registration Statements on Form S-8 (No. 333-4550,
No. 333-4548 and No. 333-14481), all filed with the Securities and Exchange
Commission.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
McLean, Virginia
September 2, 1997
Page 2 of 2
<PAGE>
Appendix A-95
PARTNERSHIP REPORT DATE
- ----------- -----------
107-145 West 135th Street Associates February 7, 1996
Algonquin Tower Limited Partnership February 5, 1996
All Hallows Associates January 31, 1996
Allentown Towne House Limited Partnership January 25, 1996
Anglers Manor Associates February 8, 1996
Antioch Apartments, Ltd. February 5, 1996
Arvada House Associates January 30, 1996
Audobon Park Associates January 24, 1996
Baldwin Oaks Elderly, Ltd. February 12, 1996
Baldwin Towers Associates January 31, 1996
Basswood Manor Limited Partnership January 25, 1996
Bayview Hunters Point Apartments January 30, 1996
Bensalem Gardens Associates February 11, 1996
Berkley Limited Partnership February 7, 1996
Bloomsburg Elderly Associates February 3, 1996
Briarwood Apartments January 31, 1996
Brightwood Manor Associates January 31, 1996
Brinton Manor No. 1 Associates January 16, 1996
Brinton Towers Associates February 6, 1996
Brookside Apartments Associates January 31, 1996
Buena Vista Apartments, Ltd. January 20, 1996
Cabell Associates of Lakeview January 25, 1996
California Square Limited Partnership January 22, 1996
California Square II Limited Partnership January 23, 1996
Campbell Heights Associates February 5, 1996
Canterbury Gardens Associates February 6, 1996
Capital Park Limited Partnership January 18, 1996
Caroline Arms Limited Partnership January 31, 1996
Center Square Associates January 25, 1996
Chapel NDP February 6, 1996
Clay Courts Associates January 10, 1996
College Heights January 22, 1996
College Park Apartments February 15, 1996
College Park Associates February 13, 1996
Community Developers of High Point January 27, 1996
Congress Park Associates II January 15, 1996
Copperwood Limited February 2, 1996
Copperwood II Limited February 7, 1996
Cumberland Court Associates January 31, 1996
Cypress Gardens, Limited January 22, 1996
Darby Townhouses Associates January 22, 1996
Darbytown Development Associates January 22, 1996
Delcar-S, Ltd. January 16, 1996
Delcar-T, Ltd. January 25, 1996
DIP Limited Partnership January 19, 1996
DIP Limited Partnership-II January 30, 1996
DIP Limited Partnership III January 31, 1996
Discovery Limited Partnership February 1, 1996
Doral Gardens Associates February 9, 1996
Page 1
<PAGE>
Appendix A-95
PARTNERSHIP REPORT DATE
- ----------- -----------
Duquesne Associates No. 1 January 12, 1996
Edmond Estates Limited Partnership January 17, 1996
Elden Limited Partnership January 30, 1996
Esbro Limited Partnership January 14, 1996
Fairmont #1 Limited Partnership January 26, 1996
Fairmont #2 Limited Partnership February 8, 1996
Fairview Homes Associates January 23, 1996
Fairwood Associates February 7, 1996
Federal Square Village January 31, 1996
Field Associates February 3, 1996
Forest Green Limited Partnership January 24, 1996
Forest Park Elderly Associates February 7, 1996
Forrester Gardens, Ltd. January 10, 1996
Fort Carson Associates January 15, 1996
Foxwood Manor Associates February 15, 1996
Franklin Chapel Hill Associates February 5, 1996
Franklin Eagle Rock Associates February 15, 1996
Franklin Park Limited Partnership January 30, 1996
Franklin Pheasant Ridge Associates February 14, 1996
Franklin Woods Associates February 23, 1996
Friendset Housing Company February 21, 1996
Frio Housing, Ltd. February 2, 1996
G.W. Carver Limited January 24, 1996
Galion Limited Partnership January 25, 1996
Garfield Hill Associates February 6, 1996
Gateway Village Associates January 18, 1996
Gladys Hampton Houses Associates February 6, 1996
Golden Apartments I January 31, 1996
Golden Apartments II February 8, 1996
Grandview Apartments January 16, 1996
Greater Mount Calvary Terrace, Ltd. January 15, 1996
Greater Richmond Community Development Corp. I
and Associates February 5, 1996
Greater Richmond Community Development Corp. II
and Associates January 26, 1996
Griffith Limited Partnership January 17, 1996
Gulfway Limited Partnership January 18, 1996
H.R.H. Properties, Ltd. February 5, 1996
Hamilton Heights Associates February 14, 1996
Harold House Limited Partnership January 30, 1996
Hickory Ridge Associates, Ltd. February 2, 1996
Hillcrest Green Apartments, Ltd. January 11, 1996
Hillside Village Associates February 8, 1996
Hilltop Apartments Associates January 23, 1996
Hilltop Limited Partnership January 19, 1996
Hopkins Renaissance Associates February 14, 1996
Hudson Terrace Associates January 31, 1996
Hurbell II Limited Partnership January 20, 1996
Hurbell III Limited Partnership January 20, 1996
Page 2
<PAGE>
Appendix A-95
PARTNERSHIP REPORT DATE
- ----------- -----------
Indian Valley I Limited Partnership January 24, 1996
Indian Valley II Limited Partnership January 26, 1996
Indian Valley III Limited Partnership January 25, 1996
Ingram Square Apartments, Ltd. January 25, 1996
Jamestown Village Associates January 25, 1996
Jersey Park Associates January 17, 1996
JFK Associates February 15, 1996
Johnston Square Associates January 15, 1996
JVL 16 Associates January 18, 1996
Kennedy Homes Limited Partnership January 17, 1996
Key Parkway West Associates January 24, 1996
Kimberly Associates Limited Partnership January 15, 1996
La Salle Apartments February 5, 1996
La Vista Associates February 8, 1996
Lafayette Manor Associates February 9, 1996
Lafayette Towne Elderly, Ltd. January 17, 1996
Lafayette Towne Family, Ltd. January 25, 1996
Lake Forest Apartments January 19, 1996
Las Americas Housing Associates January 30, 1996
Lassen Associates February 2, 1996
Laurel Gardens January 31, 1996
Lewisburg Associates January 29, 1996
Lewisburg Elderly Associates February 6, 1996
Lincmar Associates January 26, 1996
Lincoln Park Associates February 7, 1996
Lock Haven Elderly Associates February 12, 1996
Lock Haven Gardens Associates January 29, 1996
Loring Towers Apartments Limited Partnership January 18, 1996
M & P Development Company January 31, 1996
Maple Hill Associates February 3, 1996
Mayfair Manor Limited Partnership January 16, 1996
Meadowood Associates III, Ltd. January 18, 1996
Meadows Apartments Limited Partnership February 5, 1996
Meadows East Apartments Limited Partnership January 29, 1996
Menlo Limited Partnership January 11, 1996
Merced Commons I January 30, 1996
Merced Commons II January 23, 1996
Mill Street Associates February 1, 1996
Miramar Housing Associates January 29, 1996
Montblanc Garden Apartments Associates February 9, 1996
Montblanc Housing Associates January 31, 1996
Morrisania Towers Housing Company January 31, 1996
Moss Gardens Ltd. February 1, 1996
Murphy Blair Associates III February 7, 1996
National Housing Partnership Realty Fund IV March 19, 1996
National Housing Partnership RESI Associates I March 18, 1996
New Lake Village Apartments January 26, 1996
New West 111th Street Housing Company February 12, 1996
Newton Hill Limited Partnership January 24, 1996
Page 3
<PAGE>
Appendix A-95
PARTNERSHIP REPORT DATE
- ----------- -----------
Northgate Village Limited Partnership January 19, 1996
Northlake Terrace Associates January 26, 1996
Northwest Terrace Associates February 19, 1996
Oakland Village Townhouse Associates February 12, 1996
Ocala Place, Ltd. January 31, 1996
One Lytle Place February 20, 1996
One West Conway Associates February 7, 1996
Orange Village Associates January 31, 1996
Palm House Limited Partnership January 30, 1996
Park Avenue West I Limited Partnership January 31, 1996
Park Avenue West II Limited Partnership January 26, 1996
Place One Limited Partnership February 13, 1996
Point West Limited Partnership January 31, 1996
Portfolio Properties Five Associates March 4, 1996
Portfolio Properties Six Associates March 6, 1996
Portfolio Properties Twelve Associates March 22, 1996
Portfolio Properties Two Associates March 2, 1996
Portland Plaza Partnership January 24, 1996
Portner Place Associates January 25, 1996
Post Street Associates February 6, 1996
Pueblo Apartments Associates, Ltd. January 22, 1996
RI-15 Limited Partnership February 9, 1996
Richlieu Associates February 20, 1996
River Front Apartments Limited Partnership January 31, 1996
River Woods Associates January 30, 1996
Riverview II Associates January 17, 1996
Rockwell Limited Partnership January 17, 1996
Rolling Meadows Of Ada, Ltd. January 15, 1996
Ruffin Road Associates February 7, 1996
Rutherford Park Townhouses Associates February 1, 1996
San Jose Limited Partnership January 13, 1996
San Juan Del Centro Limited Partnership January 24, 1996
Sencit Towne House Limited Partnership January 25, 1996
Sherman Terrace Associates January 31, 1996
Shoreview Apartments February 1, 1996
Site 10 Community Alliance Associates January 26, 1996
SNI Development Company February 5, 1996
Southmont Apartments February 5, 1996
Southward Limited Partnership January 19, 1996
Spruce Limited Partnership February 10, 1996
Spruce Palm Limited Partnership March 11, 1996
Stafford Apartments January 26, 1996
Stock Island Limited Partnership February 16, 1996
Storey Manor Associates January 30, 1996
Strawbridge Square Associates Limited Partnership February 7, 1996
Summersong Townhouses Limited Partnership January 25, 1996
Sunrise Associates January 27, 1996
Sunset Plaza Apartments January 18, 1996
Susquehanna View Limited Partnership January 17, 1996
Page 4
<PAGE>
Appendix A-95
PARTNERSHIP REPORT DATE
- ----------- -----------
Timuquana Park Associates January 18, 1996
Tinker Creek Limited Partnership January 15, 1996
Town North January 17, 1996
Townview Towers I Partnership, Ltd. February 11, 1996
Treeslope Apartments Associates January 26, 1996
Trinity Towers-14th Street Associates, Ltd. February 18, 1996
United Handicap Federation Apartment Associates February 8, 1996
United House Associates February 9, 1996
United Housing Partners-Carbondale, Ltd. February 10, 1996
United Redevelopment Associates January 27, 1996
University Plaza Associates February 14, 1996
Vantage 78 February 16, 1996
Villa De Guadalupe Associates January 11, 1996
Village Circle Apartments, Ltd. February 1, 1996
Village Green Limited Partnership January 19, 1996
Vistas De San Juan Associates January 25, 1996
Waico Apartments Associates January 17, 1996
Waico Phase II Associates January 30, 1996
Walden Oaks Associates February 10, 1996
Walmsley Terrace Associates January 20, 1996
Walnut Hills Associates, Ltd. January 26, 1996
Washington Manor Limited Partnership February 5, 1996
Waters Towers Associates January 15, 1996
Whitefield Place, Ltd. January 26, 1996
Woodmark Limited Partnership January 24, 1996
Yadkin Associates January 15, 1996
Page 5
<PAGE>
Appendix B-95
PARTNERSHIP REPORT DATE
- ----------- -----------
Central Village Associates January 17, 1996
Cheek Road Limited Partnership February 15, 1996
Darby Townhouses Limited Partnership March 6, 1996
Doral Limited Partnership March 12, 1996
Eastman Associates January 29, 1996
Fairmeadows Limited Partnership January 20, 1996
Franklin Ridgewood Associates February 15, 1996
Green Mountain Manor Limited Partnership February 19, 1996
Hatillo Housing Associates February 28, 1996
JVL Limited January 15, 1996
JVL 18 Associates January 20, 1996
JVL 19 Associates January 23, 1996
Langenheim Associates January 31, 1996
Leyden Limited Partnership February 14, 1996
Maple Park East Limited Partnership February 1, 1996
Maple Park West Limited Partnership February 1, 1996
Meadowood Apartments-Phase I
(Meadowood Associates, Ltd.) January 16, 1996
Meadowood Apartments-Phase II
(Meadowood Associates, Ltd.) January 14, 1996
Meadowood Townhouses I Limited Partnership February 27, 1996
Meadowood Townhouses III Limited Partnership February 29, 1996
New West 111th Street Two Associates January 22, 1996
Olde Rivertown Venture January 19, 1996
Park Creek Limited Partnership January 15, 1996
Pavilion Associates January 18, 1996
Portfolio Properties Three Associates March 4, 1996
Retirement Manor Associates February 2, 1996
Royal Towers Limited Partnership January 23, 1996
Southridge Apartments Limited Partnership January 15, 1996
Spring Meadow Limited Partnership February 15, 1996
Timberlake Apartments Limited Partnership January 23, 1996
Trinity Apartments March 18, 1996
Village Park II February 19, 1996
West Oak Village Limited Partnership January 31, 1996
<PAGE>
APPENDIX C-95
PARTNERSHIP REPORT DATE
- ----------- -----------
National Housing Partnership Realty Fund I March 11, 1996
National Housing Partnership Realty Fund Two March 13, 1996
National Housing Partnership Realty Fund III March 15, 1996
Portfolio Properties Seven Associates March 6, 1996
Portfolio Properties Eight Associates March 12, 1996
Portfolio Properties Nine Associates March 13, 1996
Portfolio Properties Ten Associates March 7, 1996
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Current Report on Form
8-K/A by Apartment Investment and Management Company (AIMCO) of our reports
on the financial statements of certain Partnerships for the year ended
December 31, 1996 (except for Item 4 below which is for the period January 1,
1996 to July 15, 1996), which reports are dated as shown in the following
Appendices (Items 1 through 3), or as indicated below (Items 4 through 9):
1) Appendix A-96
2) Appendix B-96 (each of which expresses an unqualified opinion and includes
an explanatory paragraph relating to the Partnership's ability to continue
as a going concern)
3) Appendix C-96 (each of which expresses an unqualified opinion and relies
upon the reports of other auditors)
4) Foxwood Manor Associates, A Limited Partnership, dated September 30, 1996
(December 31, 1996 as to Note 8) (which expresses an unqualified opinion
and includes an explanatory paragraph relating to the Partnership's sale of
the land, rental property and substantially all of its assets and
liabilities on July 16, 1996)
5) Hickory Ridge Associates, Ltd., A Limited Partnership, dated February 13,
1997 (which expresses an unqualified opinion and includes an explanatory
paragraph relating to the Partnership's financial loss due to the alleged
misappropriation of funds by former employees and falsifications of
documents to the Department of Housing and Urban Development)
6) Ocala Place, Ltd., A Limited Partnership, dated January 23, 1997 (which
expresses an unqualified opinion and includes an explanatory paragraph
relating to the Partnership's financial loss due to the alleged
misappropriation of funds by former employees and falsification of
documents to the Department of Housing and Urban Development)
7) Portfolio Properties Seven Associates, A Limited Partnership, dated
February 24, 1997 (which expresses an unqualified opinion, relies upon the
report of other auditors and includes an explanatory paragraph relating to
the Partnership's ability to continue as a going concern)
8) Spring Bright Limited Partnership, A Limited Partnership, dated February
22, 1997 (which expresses an unqualified opinion, relies upon the report of
other auditors and includes an explanatory paragraph relating to the
Partnership's ability to continue as a going concern)
Page 1 of 2
<PAGE>
9) Village Park II, A Limited Partnership, dated March 21, 1997 (which
expresses an unqualified opinion and includes explanatory paragraphs
relating to the Partnership's filing for reorganization under Chapter 11 of
the United States Bankruptcy Code and the Partnership's deeding its land,
rental property and substantially all of its assets to the mortgagee in
lieu of foreclosure on March 21, 1997)
We further consent to the incorporation by reference of such reports in AIMCO's
Registration Statements on Form S-3 (No. 333-26415, No. 33-98338, No. 333-828,
No. 333-4542, No. 333-4546, No. 333-08997, No. 333-17431 and No. 333-20755) and
AIMCO's Registration Statements on Form S-8 (No. 333-4550, No. 333-4548 and No.
333-14481), all filed with the Securities and Exchange Commission.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
McLean, Virginia
September 2, 1997
Page 2 of 2
<PAGE>
APPENDIX A-96
PARTNERSHIP REPORT DATE
- ----------- -----------------
107-145 West 135th Street Associates February 14, 1997
Algonquin Tower Limited Partnership February 12, 1997
All Hallows Associates February 6, 1997
Allentown Towne House Limited Partnership January 19, 1997
Anglers Manor Associates January 31, 1997
Antioch Apartments, Ltd. February 4, 1997
Arvada House Associates February 7, 1997
Audobon Park Associates January 28, 1997
Baldwin Oaks Elderly, Ltd. January 17, 1997
Baldwin Towers Associates January 23, 1997
Basswood Manor Limited Partnership January 31, 1997
Bayview Hunters Point Apartments January 17, 1997
Bensalem Gardens Associates February 3, 1997
Berkley Limited Partnership February 8, 1997
Bloomsburg Elderly Associates January 13, 1997
Briarwood Apartments January 20, 1997
Brightwood Manor Associates January 24, 1997
Brinton Manor No. 1 Associates January 20, 1997
Brinton Towers Associates January 31, 1997
Brookside Apartments Associates January 15, 1997
Buena Vista Apartments, Ltd. January 16, 1997
Cabell Associates of Lakeview January 28, 1997
California Square Limited Partnership January 11, 1997
California Square II Limited Partnership January 28, 1997
Campbell Heights Associates January 29, 1997
Canterbury Gardens Associates February 5, 1997
Capital Park Limited Partnership January 17, 1997
Caroline Arms Limited Partnership January 17, 1997
Center Square Associates February 5, 1997
Chapel NDP February 4, 1997
Clay Courts Associates January 17, 1997
College Heights February 1, 1997
College Park Apartments February 6, 1997
College Park Associates February 7, 1997
Community Developers of High Point January 23, 1997
Congress Park Associates II February 11, 1997
Copperwood Limited January 20, 1997
Copperwood II Limited January 21, 1997
Cumberland Court Associates February 1, 1997
Darby Townhouses Associates February 5, 1997
Darbytown Development Associates January 24, 1997
Delcar-S, Ltd. January 16, 1997
Delcar-T, Ltd. January 16, 1997
DIP Limited Partnership January 10, 1997
DIP Limited Partnership-II February 13, 1997
DIP Limited Partnership III January 29, 1997
Discovery Limited Partnership January 16, 1997
Doral Gardens Associates February 3, 1997
Page 1
<PAGE>
APPENDIX A-96
PARTNERSHIP REPORT DATE
- ----------- -----------------
Duquesne Associates No. 1 January 15, 1997
Edmond Estates Limited Partnership January 11, 1997
Elden Limited Partnership January 20, 1997
Fairmeadows Limited Partnership January 20, 1997
Fairmont #1 Limited Partnership January 30, 1997
Fairmont #2 Limited Partnership January 30, 1997
Fairview Homes Associates February 3, 1997
Fairwood Associates February 6, 1997
Federal Square Village January 20, 1997
Field Associates January 23, 1997
Forest Green Limited Partnership January 10, 1997
Forest Park Elderly Associates February 12, 1997
Forrester Gardens, Ltd. January 23, 1997
Fort Carson Associates January 21, 1997
Franklin Chapel Hill Associates February 12, 1997
Franklin Eagle Rock Associates February 1, 1997
Franklin Park Limited Partnership February 10, 1997
Franklin Ridgewood Associates Limited Partnership and
NHP Ridgewood Partners Limited Partnership February 15, 1997
Friendset Housing Company February 14, 1997
Frio Housing, Ltd. January 21, 1997
G.W. Carver Limited February 13, 1997
Galion Limited Partnership January 30, 1997
Garfield Hill Associates February 7, 1997
Gateway Village Associates January 17, 1997
Gladys Hampton Houses Associates February 8, 1997
Golden Apartments I February 12, 1997
Golden Apartments II February 14, 1997
Grandview Apartments January 15, 1997
Greater Mount Calvary Terrace, Ltd. January 21, 1997
Greater Richmond Community Development Corp. I
and Associates January 31, 1997
Greater Richmond Community Development Corp. II
and Associates January 30, 1997
H.R.H. Properties, Ltd. January 17, 1997
Hamilton Heights Associates January 28, 1997
Harold House Limited Partnership January 13, 1997
Hatillo Housing Associates February 4, 1997
Hillcrest Green Apartments, Ltd. January 25, 1997
Hillside Village Associates January 25, 1997
Hilltop Apartments Associates February 12, 1997
Hilltop Limited Partnership January 13, 1997
Hudson Terrace Associates January 31, 1997
Hurbell II Limited Partnership January 13, 1997
Hurbell III Limited Partnership January 15, 1997
Indian Valley I Limited Partnership January 30, 1997
Indian Valley II Limited Partnership January 30, 1997
Indian Valley III Limited Partnership January 29, 1997
Ingram Square Apartments, Ltd. February 6, 1997
Jamestown Village Associates January 22, 1997
Page 2
<PAGE>
APPENDIX A-96
PARTNERSHIP REPORT DATE
- ----------- -----------
Jersey Park Associates February 1, 1997
JFK Associates February 3, 1997
Johnston Square Associates January 20, 1997
Kennedy Homes Limited Partnership February 1, 1997
Key Parkway West Associates February 4, 1997
Kimberly Associates Limited Partnership January 11, 1997
La Salle Apartments February 10, 1997
La Vista Associates February 10, 1997
Lafayette Manor Associates February 13, 1997
Lafayette Towne Elderly, Ltd. January 24, 1997
Lafayette Towne Family, Ltd. January 25, 1997
Lake Forest Apartments January 17, 1997
Las Americas Housing Associates February 8, 1997
Lassen Associates January 31, 1997
Laurel Gardens January 27, 1997
Lewisburg Associates January 25, 1997
Lewisburg Elderly Associates January 24, 1997
Lincmar Associates January 29, 1997
Lincoln Park Associates February 5, 1997
Lock Haven Elderly Associates February 11, 1997
Lock Haven Gardens Associates February 11, 1997
Loring Towers Apartments Limited Partnership January 22, 1997
M & P Development Company January 29, 1997
Maple Hill Associates February 9, 1997
Merced Commons I January 10, 1997
Merced Commons II January 27, 1997
Mill Street Associates February 3, 1997
Miramar Housing Associates February 13, 1997
Montblanc Garden Apartments Associates January 30, 1997
Montblanc Housing Associates January 27, 1997
Morrisania Towers Housing Company January 24, 1997
Moss Gardens Ltd. February 5, 1997
Murphy Blair Associates III February 10, 1997
National Housing Partnership RESI Associates I February 26, 1997
New Lake Village Apartments January 18, 1997
New West 111th Street Housing Company January 27, 1997
Newton Hill Limited Partnership January 30, 1997
Northgate Village Limited Partnership January 16, 1997
Northlake Terrace Associates January 27, 1997
Northwest Terrace Associates January 31, 1997
Oakland Village Townhouse Associates February 10, 1997
One Lytle Place January 29, 1997
One West Conway Associates February 4, 1997
Orange Village Associates January 16, 1997
Palm House Limited Partnership January 29, 1997
Park Avenue West I Limited Partnership January 30, 1997
Park Avenue West II Limited Partnership January 30, 1997
Place One Limited Partnership February 7, 1997
Point West Limited Partnership January 28, 1997
Portfolio Properties Five Associates February 21, 1997
Page 3
<PAGE>
APPENDIX A-96
PARTNERSHIP REPORT DATE
- ----------- ------------
Portfolio Properties Twelve Associates February 25, 1997
Portland Plaza Partnership January 31, 1997
Portner Place Associates January 17, 1997
Post Street Associates January 31, 1997
Pueblo Apartments Associates, Ltd. January 23, 1997
PW III Associates February 12, 1997
PW IV Associates February 7, 1997
RI-15 Limited Partnership February 5, 1997
Richlieu Associates February 14, 1997
River Front Apartments Limited Partnership January 22, 1997
River Woods Associates January 30, 1997
Riverview II Associates January 14, 1997
Rolling Meadows Of Ada, Ltd. January 28, 1997
Ruffin Road Associates January 29, 1997
Rutherford Park Townhouses Associates January 10, 1997
San Jose Limited Partnership January 10, 1997
San Juan Del Centro Limited Partnership January 17, 1997
Sencit Towne House Limited Partnership January 27, 1997
Sherman Terrace Associates February 10, 1997
Shoreview Apartments February 10, 1997
Site 10 Community Alliance Associates February 3, 1997
SNI Development Company January 23, 1997
Southmont Apartments February 4, 1997
Southridge Apartments Limited Partnership January 10, 1997
Southward Limited Partnership January 20, 1997
Spruce Limited Partnership January 31, 1997
Spruce Palm Limited Partnership February 26, 1997
Stafford Apartments January 27, 1997
Stock Island Limited Partnership February 18, 1997
Storey Manor Associates February 5, 1997
Strawbridge Square Associates Limited Partnership February 14, 1997
Summersong Townhouses Limited Partnership February 5, 1997
Sunrise Associates February 10, 1997
Sunset Plaza Apartments February 5, 1997
Susquehanna View Limited Partnership January 16, 1997
Timberlake Apartments Limited Partnership February 7, 1997
Timuquana Park Associates January 29, 1997
Town North January 30, 1997
Townview Towers I Partnership, Ltd. February 10, 1997
Treeslope Apartments Associates January 27, 1997
Trinity Towers-14th Street Associates, Ltd. February 7, 1997
United Handicap Federation Apartment Associates February 3, 1997
United House Associates February 11, 1997
United Housing Partners-Carbondale, Ltd. February 7, 1997
United Redevelopment Associates January 27, 1997
University Plaza Associates February 14, 1997
Vantage 78 February 10, 1997
Villa De Guadalupe Associates February 6, 1997
Village Circle Apartments, Ltd. February 5, 1997
Village Green Limited Partnership January 17, 1997
Page 4
<PAGE>
APPENDIX A-96
PARTNERSHIP REPORT DATE
- ----------- -----------
Vistas De San Juan Associates January 31, 1997
Waico Apartments Associates February 3, 1997
Waico Phase II Associates January 16, 1997
Walden Oaks Associates January 16, 1997
Walmsley Terrace Associates January 20, 1997
Walnut Hills Associates, Ltd. February 12, 1997
Wash-West Properties February 7, 1997
Washington Manor Limited Partnership January 14, 1997
Waters Towers Associates January 14, 1997
Whitefield Place, Ltd. February 4, 1997
Wigar, Ltd. January 20, 1997
Woodmark Limited Partnership January 18, 1997
Yadkin Associates February 10, 1997
Page 5
<PAGE>
APPENDIX B-96
PARTNERSHIP REPORT DATE
- ----------- -----------
Central Village Associates January 30, 1997
Cheek Road Limited Partnership January 27, 1997
Darby Townhouses Limited Partnership February 20, 1997
Doral Limited Partnership February 27, 1997
Esbro Limited Partnership January 22, 1997
Franklin Pheasant Ridge Associates January 23, 1997
Franklin Woods Associates Limited Partnership and
Woods Mortgage Associates Limited Partnership February 21, 1997
Green Mountain Manor Limited Partnership February 8, 1997
Griffith Limited Partnership January 20, 1997
Gulfway Limited Partnership January 17, 1997
JVL Limited January 20, 1997
JVL 16 Associates January 14, 1997
JVL 18 Associates January 15, 1997
JVL 19 Associates January 28, 1997
Maple Park East Limited Partnership January 30, 1997
Maple Park West Limited Partnership February 11, 1997
Mayfair Manor Limited Partnership January 21, 1997
Meadowood Apartments-Phase I (Meadowood Associates, Ltd.) January 11, 1997
Meadowood Apartments-Phase II (Meadowood Associates, Ltd.) January 10, 1997
Meadowood Associates III, Ltd. January 10, 1997
Meadowood Townhouses I Limited Partnership February 20, 1997
Meadowood Townhouses III Limited Partnership February 19, 1997
Meadows Apartments Limited Partnership January 10, 1997
Meadows East Apartments Limited Partnership January 16, 1997
Menlo Limited Partnership January 27, 1997
National Housing Partnership Realty Fund IV March 10, 1997
New West 111th Street Two Associates February 3, 1997
Olde Rivertown Venture February 19, 1997
Park Creek Limited Partnership February 13, 1997
Pavilion Associates February 6, 1997
Pershing Waterman Phase I January 30, 1997
Portfolio Properties Two Associates February 21, 1997
Portfolio Properties Three Associates February 22, 1997
Portfolio Properties Six Associates February 24, 1997
Rockwell Limited Partnership January 17, 1997
Royal Towers Limited Partnership February 13, 1997
Spring Meadow Limited Partnership January 28, 1997
Tinker Creek Limited Partnership January 16, 1997
Trinity Apartments January 11, 1997
West Oak Village Limited Partnership January 21, 1997
<PAGE>
APPENDIX C-96
PARTNERSHIP REPORT DATE
- ----------- -----------
National Housing Partnership Realty Fund I February 27, 1997
National Housing Partnership Realty Fund Two March 3, 1997
National Housing Partnership Realty Fund III March 6, 1997
Portfolio Properties Eight Associates March 14, 1997
Portfolio Properties Nine Associates February 27, 1997
Portfolio Properties Ten Associates February 26, 1997
<PAGE>
Consent of Anders, Minkler & Diehl LLP
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment Investment
and Management Company (AIMCO) of our reports dated February 3, 6, 9, 11, 14, 15
and 20, 1995 with respect to the audits of these Partnerships:
Pershing Waterman Phase I (DB I) Caroline Associates I
PW III Associates (DB II) Columbus Square Associates I
PW IV Associates (DB III) Columbus Square Associates II
PW V Associates (DB IV) Savoy Court Associates
PW VI Associates (DB V) Wigar, Ltd. (Winter Garden)
for the year ended December 31, 1994, and to the incorporation by reference
in this Current Report on Form 8-K/A of our reports dated February 9, 13 and
20, 1996 with respect to the audits of the above-mentioned Partnerships for
the year ended December 31, 1995. We further consent to the incorporation by
reference of such reports in AIMCO's Registration Statement on Form S-3 (No.
333-26415), AIMCO's Registration Statement on Form S-3 (No. 33-98338),
AIMCO's Registration Statement on Form S-3 (No. 333-828), AIMCO's
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration
Statement on Form S-3 (No. 333-4546), AIMCO's Registration Statement on Form
S-3 (No. 333-08997), AIMCO's Registration Statement on Form S-3 (No.
333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550),
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration
Statement on Form S-3 (No. 333-20755) all filed with the Securities and
Exchange Commission.
/s/ Anders, Minkler & Diehl LLP
St. Louis, Missouri
September 2, 1997
<PAGE>
[Letterhead]
Consent of Independent Auditors
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports dated as referred to
in Schedule I with respect to the audits referred to in Schedule I for the
year ended December 31, 1994, and to the incorporation by reference in this
Current Report on Form 8-K/A of our reports dated as referred to in Schedule
II with respect to the audits referred to in Schedule II for the year ended
December 31, 1995. We further consent to the incorporation by reference of
such reports in AIMCO's Registration Statement on Form S-3 [(No. 333-26415)],
AIMCO's Registration Statement on Form S-3 (No. 33-98338), AIMCO's
Registration Statement on Form S-3 (333-828), AIMCO's Registration Statement
on Form S-3 (No. 333-4542), AIMCO's Registration Statement on Form S-3 (No.
333-4546), AIMCO's Registration Statement on Form S-3 (No. 333-08997),
AIMCO's Registration Statement on Form S-3 (No. 333-17431), AIMCO's
Registration Statement on Form S-8 (No. 333-4550), AIMCO's Registration
Statement on Form S-8 (No. 333-4548), AIMCO's Registration Statement on Form
S-8 (No. 333-14481), and AIMCO's Registration Statement on Form S-3 (No.
333-20755) all filed with the Securities and Exchange Commission.
/s/ Dauby O'Connor & Zaleski, LLC
------------------------------------
September 2, 1997 Dauby O'Connor & Zaleski, LLC
Indianapolis, Indiana Certified Public Accountants
8395 Keystone Crossing, Suite 203 Indianapolis, Indiana 46240
317-259-6857 Fax: 317-259-6861
<PAGE>
SCHEDULE I
AUDITS FOR THE YEAR ENDED DECEMBER 31, 1994
Report Date Partnership Name
- ----------------- ----------------------------------------
January 7, 1995 Brookview Apartments Company Limited
March 13, 1995 Clover Ridge East Limited Partnership
January 7, 1995 Colony Apartments Company Limited
January 25, 1995 East Hampton Limited Partnership
January 25, 1995 Edgewood II Associates
January 20, 1995 Fairburn & Gordon Associates, Phase I
January 20, 1995 Fairburn & Gordon Associates, Phase II
January 30, 1995 Laing Village
January 25, 1995 Oakland City/West End Associates, Ltd.
January 30, 1995 Orangeburg Manor
February 6, 1996, except
for Note 8 which is
dated June 9, 1995 Parkways Associates
January 25, 1995 Pleasant Valley Apartments, Ltd.
January 25, 1995 Sandy Springs Associates, Ltd.
February 8, 1995 The Oak Park Partnership
February 6, 1995, except
for Note 8 which is
dated June 9, 1995 The Rogers Park Partnership
February 8, 1995 Tiffany Rehab Associates
January 20, 1995 Village Green Apartments Company Limited
January 25, 1995 Vineville Towers Associates, Ltd.
January 20, 1995 Westgate Apartments
<PAGE>
SCHEDULE II
AUDITS FOR THE YEAR ENDED DECEMBER 31, 1995
Report Date Partnership Name
- ----------------- ----------------------------------------
January 19, 1996 Brookview Apartments Company Limited
February 22, 1996 Clover Ridge East Limited Partnership
January 19, 1996 Colony Apartments Company Limited
January 19, 1996 East Hampton Limited Partnership
January 19, 1996 Edgewood II Associates
January 19, 1996 Fairburn & Gordon Associates, Phase I
January 19, 1996 Fairburn & Gordon Associates, Phase II
January 19, 1996 Laing Village
January 19, 1996 Oakland City/West End Associates, Ltd.
January 19, 1996 Orangeburg Manor
January 19, 1996 Pleasant Valley Apartments, Ltd.
January 25, 1996 Sandy Springs Associates, Ltd.
February 22, 1996 Tiffany Rehab Associates
January 19, 1996 Village Green Apartments Company Limited
January 19, 1996 Vineville Towers Associates, lTD.
January 19, 1996 Westgate Apartments
<PAGE>
[Letterhead]
Consent of Edwards Leap & Sauer
We consent to the incorporation by reference in this Current Report on Form
8-K/A filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports dated February 3,
February 15, and March 15, 1995 with respect to the audits of IDA Tower,
Genesee Gardens Associates, and Buffalo Village Associates, respectively, for
the year ended December 31, 1994, and to the incorporation by reference in
this Current Report on Form 8-K/A of our reports dated February 14, February
20, and February 23, 1996, with respect to the audits of IDA Tower, Genesee
Gardens Associates, and Buffalo Village Associates, respectively, for the
year ended December 31, 1995, and to the incorporation by reference in this
Current Report on Form 8-K/A of our reports dated February 6, February 8, and
February 10, 1997, with respect to the audits of IDA Tower, Genesee Gardens
Associates, and Buffalo Village Associates, respectively, for the year ended
December 31, 1996. We further consent to the incorporation by reference of
such reports in AIMCO's Registration Statement on Form S-3 (No. 333-26415),
AIMCO's Registration Statement on Form S-3 (No. 33-98338), AIMCO's
Registration Statement on Form S-3 (333-828), AIMCO's Registration Statement
on Form S-3 (No. 333-4542), AIMCO's Registration Statement on Form S-3 (No.
333-4546), AIMCO's Registration Statement on Form S-3 (No. 333-08997),
AIMCO's Registration Statement on Form S-3 (No. 333-17431), AIMCO's
Registration Statement on Form S-8 (No. 333-4550), AIMCO's Registration
Statement on Form S-8 (No. 333-4548), AIMCO's Registration Statement on Form
S-8 (No. 333-14481), and AIMCO's Registration Statement on Form S-3 (No.
333-20755), all filed with the Securities and Exchange Commission.
/s/ Edwards Leap & Sauer
Edwards Leap & Sauer
Hollidaysburg, Pennsylvania
September 2, 1997
HOLLIDAYSBURG
PITTSBURG
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Current Report on
Form 8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports dated March 22, 1996
and March 8, 1997 with respect to the audits of Franklin Housing Associates
and our reports dated March 13, 1996 and February 26, 1997 with respect to
the audits of Franklin New York Avenue Associates for the years ended
December 31, 1995 and 1996, respectively. We further consent to the
incorporation by reference of such reports in AIMCO's Registration Statement
of Form S-3 (No. 333-26415), AIMCO's Registration Statement on Form S-3 (No.
33-98338), AIMCO's Registration Statement on Form S-3 (No. 333-828), AIMCO's
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration
Statement of Form S-3 (No. 333-4546), AIMCO's Registration Statement of Form
S-3 (No. 333-08997), AIMCO's Registration Statement on Form S-3 (No.
333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550),
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration
Statement on Form S-3 (No. 333-20755), all filed with the Securities and
Exchange Commission.
/s/ Fishbein & Company, P.C.
----------------------------
FISHBEIN & COMPANY, P.C.
Elkins Park, Pennsylvania
September 2, 1997
<PAGE>
[Letterhead]
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Chateau Gardens
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our report dated February 7,
1997 with respect to the audit of Chateau Gardens for the year ended December
31, 1996. We further consent to the incorporation by reference of such report
in AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form
S-3 (No. 333-4542), AIMCO's Registration Statement on Form S-3 (No.
333-4546), AIMCO's Registration Statement on Form S-3 (No. 333-08997),
AIMCO's Registration Statement on Form S-3 (No. 333-17431), AIMCO's
Registration Statement on Form S-8 (No. 333-4550), AIMCO's Registration
Statement on Form S-8 (No. 333-4548), AIMCO's Registration Statement on Form
S-8 (No. 333-14481), and AIMCO's Registration Statement on Form S-3 (No.
333-20755), all filed with the Securities and Exchange Commission.
FREEMAN & VESSILLO, CPA, PC
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 2, 1997
<PAGE>
[Letterhead]
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Club Apartment Associates
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our report dated February 7,
1997 with respect to the audit of Club Apartment Associates for the year
ended December 31, 1996. We further consent to the incorporation by reference
of such report in AIMCO's Registration Statement on Form S-3 (No. 333-26415),
AIMCO's Registration Statement on Form S-3 (No. 33-98338), AIMCO's
Registration Statement on Form S-3 (No. 333-828), AIMCO's Registration
Statement on Form S-3 (No. 333-4542), AIMCO's Registration Statement on Form
S-3 (No. 333-4546), AIMCO's Registration Statement on Form S-3 (No.
333-08997), AIMCO's Registration Statement on Form S-3 (No. 333-17431),
AIMCO's Registration Statement on Form S-8 (No. 333-4550), AIMCO's
Registration Statement on Form S-8 (No. 333-4548), AIMCO's Registration
Statement on Form S-8 (No. 333-14481), and AIMCO's Registration Statement on
Form S-3 (No. 333-20755), all filed with the Securities and Exchange
Commission.
FREEMAN & VESSILLO, CPA, PC
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 2, 1997
<PAGE>
[Letterhead]
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Country Villa Associates, L.P.
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our report dated February 7,
1997 with respect to the audit of Country Villa Associates, L.P. for the year
ended December 31, 1996. We further consent to the incorporation by reference
of such report in AIMCO's Registration Statement on Form S-3 (No. 333-26415),
AIMCO's Registration Statement on Form S-3 (No. 33-98338), AIMCO's
Registration Statement on Form S-3 (No. 333-828), AIMCO's Registration
Statement on Form S-3 (No. 333-4542), AIMCO's Registration Statement on Form
S-3 (No. 333-4546), AIMCO's Registration Statement on Form S-3 (No.
333-08997), AIMCO's Registration Statement on Form S-3 (No. 333-17431),
AIMCO's Registration Statement on Form S-8 (No. 333-4550), AIMCO's
Registration Statement on Form S-8 (No. 333-4548), AIMCO's Registration
Statement on Form S-8 (No. 333-14481), and AIMCO's Registration Statement on
Form S-3 (No. 333-20755), all filed with the Securities and Exchange
Commission.
FREEMAN & VESSILLO, CPA, PC
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 2, 1997
<PAGE>
[Letterhead]
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Countrybrook Associates
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our report dated February 7,
1997 with respect to the audit of Countrybrook Associates for the year
ended December 31, 1996. We further consent to the incorporation by reference
of such report in AIMCO's Registration Statement on Form S-3 (No. 333-26415),
AIMCO's Registration Statement on Form S-3 (No. 33-98338), AIMCO's
Registration Statement on Form S-3 (No. 333-828), AIMCO's Registration
Statement on Form S-3 (No. 333-4542), AIMCO's Registration Statement on Form
S-3 (No. 333-4546), AIMCO's Registration Statement on Form S-3 (No.
333-08997), AIMCO's Registration Statement on Form S-3 (No. 333-17431),
AIMCO's Registration Statement on Form S-8 (No. 333-4550), AIMCO's
Registration Statement on Form S-8 (No. 333-4548), AIMCO's Registration
Statement on Form S-8 (No. 333-14481), and AIMCO's Registration Statement on
Form S-3 (No. 333-20755), all filed with the Securities and Exchange
Commission.
FREEMAN & VESSILLO, CPA, PC
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 2, 1997
<PAGE>
[Letterhead]
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Cross Creek Limited Partnership
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our report dated February 7,
1997 with respect to the audit of Cross Creek Limited Partnership for the
year ended December 31, 1996. We further consent to the incorporation by
reference of such report in AIMCO's Registration Statement on Form S-3 (No.
333-26415), AIMCO's Registration Statement on Form S-3 (No. 33-98338),
AIMCO's Registration Statement on Form S-3 (No. 333-828), AIMCO's
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration
Statement on Form S-3 (No. 333-4546), AIMCO's Registration Statement on Form
S-3 (No. 333-08997), AIMCO's Registration Statement on Form S-3 (No.
333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550),
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration
Statement on Form S-3 (No. 333-20755), all filed with the Securities and
Exchange Commission.
FREEMAN & VESSILLO, CPA, PC
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 2, 1997
<PAGE>
[Letterhead]
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Grandland Realty Associates, Ltd.
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our report dated February 7,
1997 with respect to the audit of Grandland Realty Associates, Ltd. for the
year ended December 31, 1996. We further consent to the incorporation by
reference of such report in AIMCO's Registration Statement on Form S-3 (No.
333-26415), AIMCO's Registration Statement on Form S-3 (No. 33-98338),
AIMCO's Registration Statement on Form S-3 (No. 333-828), AIMCO's
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration
Statement on Form S-3 (No. 333-4546), AIMCO's Registration Statement on Form
S-3 (No. 333-08997), AIMCO's Registration Statement on Form S-3 (No.
333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550),
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration
Statement on Form S-3 (No. 333-20755), all filed with the Securities and
Exchange Commission.
FREEMAN & VESSILLO, CPA, PC
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 2, 1997
<PAGE>
[Letterhead]
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Kemar Townhouse Associates, L.P.
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our report dated February 7,
1997 with respect to the audit of Kemar Townhouse Associates, L.P. for the
year ended December 31, 1996. We further consent to the incorporation by
reference of such report in AIMCO's Registration Statement on Form S-3 (No.
333-26415), AIMCO's Registration Statement on Form S-3 (No. 33-98338),
AIMCO's Registration Statement on Form S-3 (No. 333-828), AIMCO's
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration
Statement on Form S-3 (No. 333-4546), AIMCO's Registration Statement on Form
S-3 (No. 333-08997), AIMCO's Registration Statement on Form S-3 (No.
333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550),
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration
Statement on Form S-3 (No. 333-20755), all filed with the Securities and
Exchange Commission.
FREEMAN & VESSILLO, CPA, PC
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 2, 1997
<PAGE>
[Letterhead]
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Lakeland East Limited Partnership
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our report dated February 7,
1997 with respect to the audit of Lakeland East Limted Partnership for the
year ended December 31, 1996. We further consent to the incorporation by
reference of such report in AIMCO's Registration Statement on Form S-3 (No.
333-26415), AIMCO's Registration Statement on Form S-3 (No. 33-98338),
AIMCO's Registration Statement on Form S-3 (No. 333-828), AIMCO's
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration
Statement on Form S-3 (No. 333-4546), AIMCO's Registration Statement on Form
S-3 (No. 333-08997), AIMCO's Registration Statement on Form S-3 (No.
333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550),
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration
Statement on Form S-3 (No. 333-20755), all filed with the Securities and
Exchange Commission.
FREEMAN & VESSILLO, CPA, PC
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 2, 1997
<PAGE>
[Letterhead]
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Marten Manor Realty Associates, L.P.
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our report dated February 7,
1997 with respect to the audit of Marten Manor Realty Associates, L.P. for
the year ended December 31, 1996. We further consent to the incorporation by
reference of such report in AIMCO's Registration Statement on Form S-3 (No.
333-26415), AIMCO's Registration Statement on Form S-3 (No. 33-98338),
AIMCO's Registration Statement on Form S-3 (No. 333-828), AIMCO's
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration
Statement on Form S-3 (No. 333-4546), AIMCO's Registration Statement on Form
S-3 (No. 333-08997), AIMCO's Registration Statement on Form S-3 (No.
333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550),
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration
Statement on Form S-3 (No. 333-20755), all filed with the Securities and
Exchange Commission.
FREEMAN & VESSILLO, CPA, PC
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 2, 1997
<PAGE>
[Letterhead]
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Orlando-Lake Conway Limited Partnership
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our report dated February 7,
1997 with respect to the audit of Orlando-Lake Conway Limited Partnership for
the year ended December 31, 1996. We further consent to the incorporation by
reference of such report in AIMCO's Registration Statement on Form S-3 (No.
333-26415), AIMCO's Registration Statement on Form S-3 (No. 33-98338),
AIMCO's Registration Statement on Form S-3 (No. 333-828), AIMCO's
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration
Statement on Form S-3 (No. 333-4546), AIMCO's Registration Statement on Form
S-3 (No. 333-08997), AIMCO's Registration Statement on Form S-3 (No.
333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550),
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration
Statement on Form S-3 (No. 333-20755), all filed with the Securities and
Exchange Commission.
FREEMAN & VESSILLO, CPA, PC
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 2, 1997
<PAGE>
FRIDUSS, LUKEE, SCHIFF & CO., P.C.
Certified Public Accountants
4747 West Peterson Avenue
Chicago, Illinois 60646 Members
------ American Institute of Certified
(773) 777-4445 Public Accountants
Fax (773) 777-0007 Illinois CPA Society
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports dated February 9,
1997 with respect to the audits of 62nd Street Limited Partnership for the
years ended December 31, 1994, 1995, and 1996. We further consent to the
incorporation by reference of such reports in AIMCO's Registration Statement
on Form S-3 (No. 333-26415), AIMCO's Registration Statement on Form S-3 (No.
33-98338, AIMCO's Registration Statement on Form S-3 (333-828), AIMCO's
Registration Statement on Form S-3 (333-4542), AIMCO's Registration Statement
on Form S-3 (333-4546), AIMCO's Registration Statement on Form S-3
(333-08997), AIMCO's Registration Statement on Form S-3 (333-17431), AIMCO's
Registration Statement on Form S-8 (333-4550), AIMCO's Registration Statement
on Form S-8 (333-4548), AIMCO's Registration Statement on Form S-8
(333-14481), and AIMCO's Registration Statement on Form S-3 (333-20755), all
filed with the Securities and Exchange Commission.
/s/ Friduss, Lukee, Schiff & Co., P.C.
- --------------------------------------
FRIDUSS, LUKEE, SCHIFF & CO., P.C.
Certified Public Accountants
Chicago, Illinois
September 2, 1997
<PAGE>
FRIDUSS, LUKEE, SCHIFF & CO., P.C.
Certified Public Accountants
4747 West Peterson Avenue
Chicago, Illinois 60646 Members
------ American Institute of Certified
(773) 777-4445 Public Accountants
Fax (773) 777-0007 Illinois CPA Society
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports dated March 6, 1997
with respect to the audits of Central Woodlawn Limited Partnership for the
years ended December 31, 1994, 1995, and 1996. We further consent to the
incorporation by reference of such reports in AIMCO's Registration Statement
on Form S-3 (No. 333-26415), AIMCO's Registration Statement on Form S-3 (No.
33-98338, AIMCO's Registration Statement on Form S-3 (333-828), AIMCO's
Registration Statement on Form S-3 (333-4542), AIMCO's Registration Statement
on Form S-3 (333-4546), AIMCO's Registration Statement on Form S-3
(333-08997), AIMCO's Registration Statement on Form S-3 (333-17431), AIMCO's
Registration Statement on Form S-8 (333-4550), AIMCO's Registration Statement
on Form S-8 (333-4548), AIMCO's Registration Statement on Form S-8
(333-14481), and AIMCO's Registration Statement on Form S-3 (333-20755), all
filed with the Securities and Exchange Commission.
/s/ Friduss, Lukee, Schiff & Co., P.C.
- --------------------------------------
FRIDUSS, LUKEE, SCHIFF & CO., P.C.
Certified Public Accountants
Chicago, Illinois
September 2, 1997
<PAGE>
[letterhead]
Consent of George A. Hieronymus and Company, L.L.C.
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports dated as shown in
Exhibit A with respect to the audits of those entities as shown in Exhibit A
for the years ended December 31, 1994 and 1995. We further consent to the
incorporation by reference of such reports in AIMCO's Registration Statement
in Form S-3 (No. 333-26415), AIMCO's Registration Statement on Form S-3 (No.
33-98338), AIMCO's Registration Statement on Form S-3 (No. 333-828), AIMCO's
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration
Statement on Form S-3 (no. 333-4546), AIMCO's Registration Statement on Form
S-3 (No. 333-08997), AIMCO's Registration Statement on Form S-3 (No.
333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550),
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration
Statement on Form S-3 (333-20755), all filed with the Securities and Exchange
Commission.
/s/ George A. Hieronymus and Company, L.L.C.
- --------------------------------------------
George A. Hieronymus and Company, L.L.C.
Mobile, Alabama
September 2, 1997
<PAGE>
E X H I B I T A
For the year ended December 31, 1994
Real Estate Partnership Report Date
- ----------------------- ------------
Athens Arms Associates January 27, 1995
Colonial Terrace I Associates January 27, 1995
Colonial Terrace II Associates January 27, 1995
For the year ended December 31, 1995
Real Estate Partnership Report Date
- ----------------------- -----------
Athens Arms Associates January 26, 1996
Colonial Terrace I Associates January 26, 1996
Colonial Terrace II Associates January 26, 1996
<PAGE>
CONSENT OF GOLDENBERG ROSENTHAL FRIEDLANDER, LLP
We consent to the incorporation by reference in this Current Report on
Form 8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports with respect to the
audits of the Partnerships named below for the years ended December 31, 1994,
1995 and 1996. We further consent to the incorporation by reference of such
reports in AIMCO's Registration Statement on Form S-3 (No. 333-26415),
AIMCO's Registration Statement on Form S-3 (No. 33-98338), AIMCO's
Registration Statement on Form S-3 (No. 333-828), AIMCO's Registration
Statement on Form S-3 (No. 333-4542), AIMCO's Registration Statement on Form
S-3 (No. 333-4546), AIMCO's Registration Statement on Form S-3 (No.
333-08997), AIMCO's Registration Statement on Form S-3 (No. 333-17431),
AIMCO's Registration Statement on Form S-8 (No. 333-4550), AIMCO's
Registration Statement on Form S-8 (No. 333-4548), AIMCO's Registration
Statement on Form S-8 (No. 333-14481) and AIMCO's Registration Statement on
Form S-3 (No. 333-20755), all filed with the Securities and Exchange
Commission.
<TABLE>
<CAPTION>
Name of Partnership Date of Report
- ------------------- --------------
<S> <C>
Baisley Park Associates (A Limited Partnership)................................................... 2/03/95
Brunswick Village Limited Partnership............................................................. 1/23/95
Churchview Gardens Limited Partnership............................................................ 1/23/95
Harris Gardens Limited Partnership................................................................ 1/23/95
Hawksworth Limited Partnership.................................................................... 1/21/95
Hollows Associates (A Limited Partnership)........................................................ 2/03/95
Kimberton Apartments Associates (A Limited Partnership)........................................... 1/18/95
Washington Northgate Limited Partnership.......................................................... 2/03/95
Washington Westgate Limited Partnership........................................................... 1/18/95
Windsor Apartments Associates (A Limited Partnership)............................................. 1/18/95
</TABLE>
<TABLE>
<CAPTION>
DATE OF REPORT
YEAR ENDED DECEMBER
31
--------------------
<S> <C> <C>
Name of Partnership 1995 1996
- ------------------- --------- -------
Academy Gardens Associates (A Limited Partnership)........................................... 3/07/96 1/24/97
Brunswick Village Limited Partnership........................................................ 1/25/96 1/29/97
Buckingham Hall Associates (A Limited Partnership)........................................... 3/07/96 1/24/97
Churchview Gardens Associates (A Limited Partnership)........................................ 2/15/96 1/05/97
Churchview Gardens Limited Partnership....................................................... 1/31/96 1/15/97
Harris Gardens Associates (A Limited Partnership)............................................ 2/15/96 N/A
Harris Gardens Limited Partnership........................................................... 2/01/96 N/A
Hawksworth Gardens Associates (A Limited Partnership)........................................ 2/15/96 N/A
Hawksworth Limited Partnership............................................................... 1/31/96 N/A
Washington Northgate Associates (A Limited Partnership)...................................... 2/15/96 N/A
Washington Northgate Limited Partnership..................................................... 1/30/96 N/A
Washington Westgate Associates (A Limited Partnership)....................................... 2/15/96 N/A
Washington Westgate Limited Partnership...................................................... 1/30/96 N/A
</TABLE>
/s/ Goldenberg Rosenthal Friedlander, LLP
- -----------------------------------------
Jenkintown, PA
September 2, 1997
<PAGE>
[Letterhead]
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports dated, January 13,
1995, January 19, 1995, January 13, 1995, January 19, 1995, January 13, 1995,
January 19, 1995, January 11, 1995, January 14, 1995, and January 13, 1995
with respect to the audits of Franklin Chandler Associates, Haines Associates
Limited Partnership, King-Bell Associates, Monmouth Associates Limited
Partnership, Pendleton Riverside Apartments Oreg., Ltd., Penn Hall
Associates, Rodeo Drive Limited Partnership, South Mountain Terrace, Ltd.,
and Woodland Apartments, Oreg., Ltd. for the year ended December 31, 1994,
and to the incorporation by reference in this Current Report on Form 8-K/A of
our reports dated January 24, 1996, January 19, 1996, January 12, 1996,
January 17, 1996, January 12, 1996, January 19, 1996, January 12, 1996,
January 10, 1996, January 12, 1996 with respect to the audits of Franklin
Chandler Associates, Haines Associates Limited Partnership, King-Bell
Associates, Monmouth Associates Limited Partnership, Pendleton Riverside
Apartments Oreg., Ltd., Penn Hall Associates, Rodeo Drive Limited
Partnership, South Mountain Terrace, Ltd., and Woodland Apartments, Oreg.,
Ltd. for the year ended December 31, 1995, and to the incorporation by
reference in this Current Report on Form 8-K/A of our reports dated January
24, 1997, January 24, 1997, January 16, 1997, January 24, 1997 January 17,
1997, January 24, 1997, January 15, 1997, January 22, 1997, with respect to
the audits of Franklin Chandler Associates, Haines Associates Limited
Partnership, King-Bell Associates, Monmouth Associates Limited Partnership,
Pendleton Riverside Apartments Oreg., Ltd., Penn Hall Associates, Rodeo Drive
Limited Partnership, and South Mountain Terrace, Ltd., for the year ended
December 31, 1996 and our report dated November 8, 1996 with respect to the
audit of Woodland Apartments, Oreg., Ltd. for the eight months and nineteen
days ended September 19, 1996. We further consent to the incorporation by
reference of such reports in AIMCO's Registration Statement on Form S-3 (No.
333-26415), AIMCO's Registration Statement on Form S-3 (No. 33-98338),
AIMCO's Registration Statement on Form S-3 (333-828), AIMCO's Registration
Statement on Form S-3 (333-4542), AIMCO's Registration Statement on Form S-3
(No. 333-4546), AIMCO's Registration Statement on Form S-3 (333-08997),
AIMCO's Registration Statement on Form S-3 (333-17431), AIMCO's Registration
Statement on Form S-8 (No. 333-4550), AIMCO's Registration Statement on Form
S-8 (333-4548), AIMCO's Registration Statement on Form S-8 (333-14481), and
AIMCO's Registration Statement on Form S-3 (333-20755), all filed with the
Securities and Exchange Commission.
Portland, Oregon
September 2, 1997
/s/ Hansen, Hunter & Kibbee, P.C.
<PAGE>
CONSENT OF J. H. COHN LLP
We consent to the incorporation by reference in this Current Report on Form
8-K/A, which is being filed with the Securities and Exchange Commission by
Apartment Investment and Management Company ("AIMCO"), of our report dated
April 26, 1995 with respect to our audit of the financial statements of
Marlboro Greens Limited Partnership for the years ended December 31, 1994 and
1993, and the incorporation by reference of such report in AIMCO's
Registration Statement on Form S-3 (No. 333-26415), AIMCO's Registration
Statement on Form S-3 (No. 33-98338), AIMCO's Registration Statement on Form
S-3 (No. 333-828), AIMCO's Registration Statement on Form S-3 (No. 333-4542),
AIMCO's Registration Statement on Form S-3 (No. 333-4546), AIMCO's
Registration Statement on Form S-3 (No. 333-08997), AIMCO's Registration
Statement on Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form
S-8 (No. 333-4550), AIMCO's Registration Statement on Form S-8 (No.
333-4548), AIMCO's Registration Statement on Form S-8 (No. 333-14481) and
AIMCO's Registration Statement on Form S-3 (No. 333-20755), all as previously
filed with the Securities and Exchange Commission.
/s/ J. H. COHN LLP
J. H. COHN LLP
Roseland, New Jersey
September 2, 1997
<PAGE>
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports with respect to the
audits of the partnerships listed in Attachment A, Attachment B and
Attachment C for the years ended December 31, 1994, 1995 and 1996,
respectively. We further consent to the incorporation by reference of such
reports in AIMCO's Registration Statement on Form S-3 (No. 333-26415),
AIMCO's Registration Statement on Form-S-3 (No. 33-98338), AIMCO's
Registration Statement on Form S-3 (No. 333-828), AIMCO's Registration
Statement on Form S-3 (No. 333-4542), AIMCO's Registration Statement on Form
S-3 (No. 333-4546), AIMCO's Registration Statement on Form S-3 (No.
333-08997), AIMCO's Registration Statement on Form S-3 (No. 333-17431),
AIMCO's Registration Statement on Form S-8 (No. 333-4550), AIMCO's
Registration Statement on Form S-8 (No. 333-4548), AIMCO's Registration
Statement on Form S-8 (No. 333-14481), and AIMCO's Registration Statement on
Form S-3 (No. 333-20755), all filed with the Securities and Exchange
Commission.
/s/ J.A. Plumer & Co., P.A.
J. A. PLUMER & CO., P.A.
Bethesda, Maryland
September 2, 1997
<PAGE>
Attachment A
Audit Reports for the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Date of
Partnership Auditor's Report
- --------------------------------- ----------------
<S> <C>
630 East Lincoln Avenue Associates January 24, 1995
Aspen Stratford Apartments Company B January 31, 1995
Aspen Stratford Apartments Company C February 1, 1995
Benjamin Banneker Plaza Associates January 31, 1995
Brightwood Limited Partnership January 10, 1995
Cambridge Heights Apartments, Ltd. February 15, 1995
Carter Associates Limited Partnership March 4, 1995
Cherry Estates January 18, 1995
Christopher Court Housing Company January 27, 1995
Concord Houses Associates March 7, 1995
Duke Manor Associates February 14, 1995
Elderly Housing Associates Ltd. Partnership January 25, 1995
Forest Apartments Associates February 16, 1995
Gate Manor Apartments, Ltd. January 30, 1995
Greenfield Apartments Limited Partnership January 27, 1995
Greenfield North Apartments Limited Partnership January 23, 1995
Haili Associates February 6, 1995
Houston Aristocrat Apartments, Ltd. January 24, 1995
Kapuna Associates February 6, 1995
Kinloch Urban East Housing February 10, 1995
Koolau Housing Associates February 6, 1995
Lakeview Arms Associates February 2, 1995
Lee-Hy Manor Associates Limited Partnership February 8, 1995
Locust Park Associates February 1, 1995
Loring Towers Associates March 3, 1995
Mahoning Associates January 31, 1995
Milliken Apartments Company February 1, 1995
Monument Street Limited Partnership February 8, 1995
Neighborhoods of the Universities Lock Street Apartments Company February 3, 1995
Oak Hollow South Associates February 21, 1995
Orchard Mews Associates February 15, 1995
Oxford Place Associates February 8, 1995
Pittsfield Neighborhood Associates March 9, 1995
Prince Street Towers Limited Partnership February 6, 1995
Sencit-Lebanon Company January 20, 1995
St. Nicholas Associates February 20, 1995
Tamarac Pines, Ltd. February 18, 1995
Tamarac Pines II, Ltd. February 9, 1995
Taunton Green Associates March 1, 1995
Taunton II Associates February 24, 1995
Tompkins Terrace Associates February 23, 1995
Waipahu Associates February 6, 1995
Washington Chinatown Associates February 15, 1995
Woodcrest Apartments, Ltd. January 16, 1995
Worcester Episcopal Housing Company February 23, 1995
</TABLE>
<PAGE>
Attachment B
Audit Reports for the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Date of
Partnership Auditor's Report
- -------------------------------- ----------------
<S> <C>
630 East Lincoln Avenue Associates January 16, 1996
Aspen Stratford Apartments Company B February 2, 1996
Aspen Stratford Apartments Company C January 29, 1996
Baisley Park Associates March 29, 1996
Benjamin Banneker Plaza Associates January 24, 1996
Benton Square, Ltd February 18, 1996
Brightwood Limited Partnership January 16, 1996
Carter Associates Limited Partnership March 7, 1996
Cherry Estates February 8, 1996
Christopher Court Housing Company January 30, 1996
Concord Houses Associates March 7, 1996
Duke Manor Associates February 12, 1996
Echelon Towers, Ltd. December 18, 1995
Elderly Housing Associates Ltd. Partnership February 7, 1996
Ferncliff Limited Partnership March 12, 1996
Forest Apartments Associates February 7, 1996
Gate Manor Apartments, Ltd. January 23, 1996
Greenfield Limited Partnership March 11, 1996
Greenfield Apartments Limited Partnership January 22, 1996
Greenfield North Apartments Limited Partnership January 25, 1996
Greenfield North Limited Partnership March 9, 1996
Haili Associates February 6, 1996
Hollows Associates February 22, 1996
Houston Aristocrat Apartments, Ltd. January 25, 1996
Kapuna Associates February 6, 1996
Kimberton Apartments Associates February 22, 1996
Kinloch Urban East Housing September 13, 1995
Koolau Housing Associates February 6, 1996
Lakeview Arms Associates February 14, 1996
Lee-Hy Manor Associates Limited Partnership February 16, 1996
Locust Park Associates February 5, 1996
Loring Towers Associates March 15, 1996
Mahoning Associates February 5, 1996
Milliken Apartments Company January 18, 1996
Monument Street Limited Partnership February 1, 1996
Neighborhoods of the Universities Lock Street Apartments Company January 26, 1996
Oak Hollow South Associates February 19, 1996
Oak Park Limited Partnership March 12, 1996
Orchard Mews Associates February 14, 1996
Oxford Place Associates February 13, 1996
Pittsfield Neighborhood Associates March 16, 1996
Portfolio Properties Fifteen Associates March 12, 1996
Portfolio Properties Four Associates March 11, 1996
Prince Street Towers Limited Partnership February 12, 1996
Registry Square, Ltd. February 16, 1996
Sencit-Atlantic City Company February 26, 1996
Sencit-Lebanon Company January 2, 1996
St. Nicholas Associates February 12, 1996
Tamarac Pines, Ltd. February 13, 1996
Tamarac Pines II, Ltd. February 13, 1996
Taunton Green Associates February 28, 1996
Taunton II Associates February 16, 1996
The National Housing Partnership-II March 14, 1996
Tompkins Terrace Associates February 19, 1996
Waipahu Associates February 6, 1996
Washington Chinatown Associates January 21, 1996
Windsor Apartments Associates February 16, 1996
Woodcrest Apartments, Ltd. January 19, 1996
Worcester Episcopal Housing Company February 15, 1996
</TABLE>
<PAGE>
Attachment C
Audit Reports for the Year Ended December 31, 1996
<TABLE>
<CAPTION>
Date of
Partnership Auditor's Report
- -------------------------------- ----------------
<S> <C>
630 East Lincoln Avenue Associates January 24, 1997
Aspen Stratford Apartments Company B February 24, 1997
Aspen Stratford Apartments Company C February 6, 1997
Athens Arms Associates February 12, 1997
Benjamin Banneker Plaza Associates January 24, 1997
Benton Square, Ltd February 21, 1997
Brightwood Limited Partnership January 31, 1997
Carter Associates Limited Partnership February 12, 1997
Christopher Court Housing Company February 18. 1997
Colonial Terrace I Associates February 12, 1997
Colonial Terrace II Associates February 12, 1997
Concord Houses Associates March 1, 1997
Duke Manor Associates February 12, 1997
Elderly Housing Associates Ltd. Partnership January 24, 1997
Ferncliff Limited Partnership March 11, 1997
Forest Apartments Associates February 17, 1997
Gate Manor Apartments, Ltd. January 31, 1997
Greenfield Limited Partnership March 11, 1997
Greenfield Apartments Limited Partnership January 17, 1997
Greenfield North Apartments Limited Partnership January 27, 1997
Greenfield North Limited Partnership March 11, 1997
Haili Associates January 30, 1997
Hollows Associates February 19, 1997
Houston Aristocrat Apartments, Ltd. January 27, 1997
Kapuna Associates January 30, 1997
Kimberton Apartments Associates February 12, 1997
Koolau Housing Associates January 30, 1997
Lakeview Arms Associates February 24, 1997
Lee-Hy Manor Associates Limited Partnership February 16, 1997
Locust Park Associates February 22, 1997
Loring Towers Associates February 13, 1997
Milliken Apartments Company January 13, 1997
Monument Street Limited Partnership February 7, 1997
Neighborhoods of the Universities Lock Street Apartments Company February 4, 1997
Oak Hollow South Associates February 14, 1997
Oak Park Limited Partnership March 12, 1997
Orchard Mews Associates January 14, 1997
Oxford Place Associates February 13, 1997
Pittsfield Neighborhood Associates March 7, 1997
Portfolio Four Associates March 11, 1997
Prince Street Towers Limited Partnership February 10, 1997
Registry Square, Ltd. February 21, 1997
Sencit-Lebanon Company January 30, 1997
St. Nicholas Associates January 29, 1997
Tamarac Pines, Ltd. February 20, 1997
Tamarac Pines II, Ltd. February 20, 1997
Taunton Green Associates February 15, 1997
Taunton II Associates February 3, 1997
The National Housing Partnership-II March 22, 1997
Tompkins Terrace Associates February 25, 1997
Waipahu Associates January 30, 1997
Washington Chinatown Associates January 23, 1997
Windsor Apartments Associates February 12, 1997
Woodcrest Apartments, Ltd. January 15, 1997
Worcester Episcopal Housing Company February 5, 1997
</TABLE>
<PAGE>
AUDITOR'S CONSENT
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports dated January 19,
1995 and January 25, 1996 with respect to the audits of Two Bridges
Associates for the years ended December 31, 1994 and 1995. We further
consent to the incorporation by reference of such reports in AIMCO's
Registration Statement on Form S-3 (No. 333-26415), AIMCO's Registration
Statement on Form S-3 (No. 33-98338), AIMCO's Registration Statement on Form
S-3 (No. 333-828), AIMCO's Registration Statement on Form S-3 (No. 333-4542),
AIMCO's Registration Statement on Form S-3 (No. 333-4546), AIMCO's
Registration Statement on Form S-3 (No. 333-08997), AIMCO's Registration
Statement on Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form
S-3 (No. 333-4550), AIMCO's Registration Statement on Form S-3 (No. 333-4548),
AIMCO's Registration Statement on Form S-8 (No. 333-14481), AIMCO's
Registration Statement on Form S-3 (No. 333-20755), all filed with the
Securities and Exchange Commission.
/s/ Marks Shron & Company, LLP
Marks Shron & Company, LLP
Great Neck, New York
September 2, 1997
<PAGE>
[Letterhead]
CONSENT LETTER
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports dated February 8,
1996 and January 16, 1997 with respect to the audits of Crosland Housing
Associates, L.P. for the years ended December 31, 1995 and 1996. We further
consent to the incorporation by reference of such reports in AIMCO's
Registration Statement on Form S-3 (No. 333-26415), AIMCO's Registration
Statement on Form S-3 (No. 33-98338), AIMCO's Registration Statement on Form
S-3 (333-828), AIMCO's Registration Statement on Form S-3 (No. 333-4542),
AIMCO's Registration Statement on Form S-3 (No. 333-4546). AIMCO's
Registration Statement on Form S-3 (No. 333-08997), AIMCO's Registration
Statement on Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form
S-8 (No. 333-4550), AIMCO's Registration Statement on Form S-8 (No.
333-4548), AIMCO's Registration Statement on Form S-8 (No. 333-14481), and
AIMCO's Registration Statement on Form S-3 (No. 333-20755), all filed with
the Securities and Exchange Commission.
Very truly yours,
/s/ Prague & Company, P.C.
PRAGUE & COMPANY, P.C.
[FORMERLY KNOWN AS PRAGUE & RICHMOND, P.C.]
CERTIFIED PUBLIC ACCOUNTANTS
WELLESLEY, MASSACHUSETTS
September 2, 1997
<PAGE>
[letterhead]
CONSENT OF REZNICK FEDDER & SILVERMAN
-----------------------------
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment Investment
and Management Company (AIMCO) of our reports dated as per the attached schedule
with respect to the audits of the partnerships per the attached schedule for the
years ended December 31, 1994, 1995 and 1996. We further consent to the
incorporation by reference of such report in AIMCO's Registration Statement on
Form S-3 (No. 333-26415), AIMCO's Registration Statement on Form S-3 (No.
33-98338), AIMCO's Registration Statement on Form S-3 (No. 333-828), AIMCO's
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration
Statement on Form S-3 (No. 333-4546), AIMCO's Registration Statement on Form S-3
(No. 333-08997), AIMCO's Registration Statement on Form S-3 (No. 333-17431),
AIMCO's Registration Statement on Form S-8 (No. 333-4550), AIMCO's Registration
Statement on S-8 (No. 333-4548), AIMCO's Registration Statement on Form S-8 (No.
333-14481), AIMCO's Registration Statement on Form S-3 (No. 333-20755), all
filed with the Securities and Exchange Commission.
/s/ Reznick Fedder & Silverman
REZNICK FEDDER & SILVERMAN
Bethesda, Maryland
September 2, 1997
[letterhead]
<PAGE>
ATTACHMENT
SCHEDULE OF PARTNERSHIPS
PARTNERSHIP NAME DATED
- ---------------- -----
Beautiful Village Associates Redevelopment Company February 8, 1995
Branchwood Towers Limited Partnership February 7, 1995
Citrus Park Associates, Ltd. January 31, 1995
Community Circle II Limited January 26, 1995
Copperstone Limited Partnership January 19, 1995
Diakonia Associates Limited Partnership January 31, 1995
Easton Terrace I Associates January 24, 1995
Easton Terrace II Associates February 9, 1995
Eastridge Apartments January 13, 1995
Emory Grove Associates Limited Partnership February 6, 1995
First Alexandria Associates January 20, 1995
Flatbush NSA Associates January 30, 1995
Franklin Square School Associates January 12, 1995
Gates Mill I Limited Partnership February 1, 1995
Grosvenor House Associates Limited Partnership February 10, 1995
Harris Park Limited Partnership February 8, 1995
Hollybush Gardens I January 27, 1995
Hollybush Gardens II January 27, 1995
Intown West Associates Limited Partnership January 27, 1995
Lake Avenue Associates February 6, 1995
Lake Crossing Limited Partnership January 11, 1995
Lakehaven Associates One January 25, 1995
Lakehaven Associates Two January 20, 1995
Linden Court Associates January 30, 1995
Loudoun House Limited Partnership February 13, 1995
Monaco Arms Associates I January 30, 1995
Monaco Arms Associates II January 25, 1995
Muske Limited Partnership February 3, 1995
Natick Associates January 31, 1995
Oakcrest Terrace Apartments February 8, 1995
Oakwood Limited Partnership February 3, 1995
Parkview Associates January 20, 1995
Queenstown Apartments Limited Partnership February 9, 1995
Rancho Townhouse Associates February 3, 1995
Ruscombe Gardens Limited Partnership January 30, 1995
Sencit - Jacksonville Company LTD January 14, 1995
Sheffield Associates February 8, 1995
Snap IV Limited Partnership January 31, 1995
Tara Bridge Limited Partnership January 20, 1995
Twin Towers Associates February 10, 1995
Tyee Associates Limited Partnership January 13, 1995
Urbanization Maria Lopez Housing Company February 3, 1995
Westminster Associates January 31, 1995
Wollaston Manor Associates January 25, 1995
Woodside Village Limited Partnership January 13, 1995
<PAGE>
ATTACHMENT
SCHEDULE OF PARTNERSHIPS
PARTNERSHIP NAME DATED
- ---------------- -----
Beautiful Village Associates Redevelopment Company April 3, 1996
Branchwood Towers Limited Partnership January 24, 1996
Citrus Park Associates, Ltd. January 24, 1996
Community Circle II Limited January 25, 1996
Copperstone Limited Partnership January 31, 1996
Country Lakes Associates Two February 9, 1996
Diakonia Associates Limited Partnership August 15, 1995
Easton Terrace I Associates January 27, 1996
Eastridge Apartments January 17, 1996
Emory Grove Associates Limited Partnership February 12, 1996
First Alexandria Associates January 17, 1996
Flatbush NSA Associates January 17, 1996
Franklin Square School Associates January 22, 1996
Gates Mill I Limited Partnership January 30, 1996
Grosvenor House Associates Limited Partnership February 9, 1996
Hollybush Gardens I January 24, 1996
Hollybush Gardens II January 24, 1996
Hollywood Gardens January 22, 1996
Intown West Associates Limited Partnership February 8, 1996
Lake Avenue Associates February 9, 1996
Lake Crossing Limited Partnership January 24, 1996
Lakehaven Associates One January 24, 1996
Lakehaven Associates Two January 27, 1996
Linden Court Associates February 12, 1996
Loudoun House Limited Partnership January 31, 1996
Monaco Arms Associates I January 22, 1996
Monaco Arms Associates II January 22, 1996
Muske Limited Partnership February 20, 1996
Natick Associates January 23, 1996
Oakcrest Terrace Apartments February 16, 1996
Oakwood Limited Partnership February 22, 1996
Parkview Associates January 19, 1996
Queenstown Apartments Limited Partnership February 12, 1996
Rancho Townhouse Associates February 7, 1996
Ruscombe Gardens Limited Partnership January 24, 1996
Sencit - Jacksonville Company LTD January 17, 1996
Sencit F/G Metropolitan Associates February 21, 1996
Sheffield Associates February 7, 1996
Snap IV Limited Partnership February 21, 1996
Twin Towers Associates January 16, 1996
Tyee Associates Limited Partnership January 19, 1996
Urbanization Maria Lopez Housing Company January 27, 1996
Westminster Associates January 31, 1996
Wollaston Manor Associates January 17, 1996
Woodside Village Limited Partnership January 10, 1996
2nd Tier - Copperstone Circle Limited Partnership February 8, 1996
2nd Tier - Eastridge Limited Partnership February 8, 1996
2nd Tier - Emory Grove Associates February 22, 1996
2nd Tier - Oakwood-Muskegon Limited Partnership February 22, 1996
<PAGE>
ATTACHMENT
SCHEDULE OF PARTNERSHIPS
PARTNERSHIP NAME DATED
- ---------------- -----
Beautiful Village Associates Redevelopment Company January 29, 1997
Branchwood Towers Limited Partnership January 23, 1997
Brookview Apartments Company Limited January 30, 1997
Citrus Park Associates, Ltd. January 30, 1997
Clover Ridge East Limited Partnership January 21, 1997
Colony Apartments Company Limited January 20, 1997
Community Circle II Limited January 30, 1997
Copperstone Limited Partnership January 27, 1997
Country Lakes Associates Two February 6, 1997
Diakonia Associates Limited Partnership August 13, 1996
East Hampton Limited Partnership February 7, 1997
Easton Terrace I Associates January 15, 1997
Eastridge Apartments January 17, 1997
Edgewood II Associates January 23, 1997
Emory Grove Associates Limited Partnership February 7, 1997
Fairburn and Gordon Associates, Phase I January 23, 1997
Fairburn and Gordon Associates, Phase II January 23, 1997
First Alexandria Associates January 15, 1997
Flatbush NSA Associates January 24, 1997
Franklin Square School Associates January 23, 1997
Gates Mill I Limited Partnership January 23, 1997
Grosvenor House Associates Limited Partnership January 22, 1997
Hollywood Gardens January 28, 1997
Intown West Associates Limited Partnership February 1, 1997
Laing Village A Limited Partnership January 31, 1997
Lake Avenue Associates February 12, 1997
Lake Crossing Limited Partnership February 5, 1997
Lakehaven Associates One January 25, 1997
Lakehaven Associates Two January 30, 1997
Linden Court Associates February 6, 1997
Loudoun House Limited Partnership January 17, 1997
Monaco Arms Associates I January 28, 1997
Monaco Arms Associates II January 28, 1997
Muske Limited Partnership February 7, 1997
Natick Associates January 10, 1997
Oakcrest Terrace Apartments February 10, 1997
Oakland City/West End Associates, Ltd. January 31, 1997
Oakwood Limited Partnership February 8, 1997
Orangeburg Manor January 20, 1997
Parkview Associates January 29, 1997
Pleasant Valley Apartments, Ltd. January 17, 1997
Queenstown Apartments Limited Partnership February 7, 1997
Ruscombe Gardens Limited Partnership January 31, 1997
Sandy Springs Associates, Ltd. January 23, 1997
Sencit - Jacksonville Company LTD January 20, 1997
Sencit F/G Metropolitan Associates February 5, 1997
<PAGE>
Tiffany Rehab Associates January 17, 1997
Twin Towers Associates February 5, 1997
Tyee Associates Limited Partnership January 17, 1997
Urbanization Maria Lopez Housing Company January 22, 1997
Village Green Apartments Company Limited January 18, 1997
Vineville Towers Associates, Ltd. January 24, 1997
Westgate Apartments February 3, 1997
Westminster Associates January 24, 1997
Wollaston Manor Associates January 31, 1997
Woodside Village Limited Partnership January 16, 1997
2nd Tier - Copperston Circle Limited Partnership March 6, 1997
2nd Tier - Eastridge Limited Partnership March 3, 1997
2nd Tier - Emory Grove Associates March 4, 1997
2nd Tier - Oakwood-Muskegon Limited Partnership March 3, 1997
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports dated, as listed in
Appendix 1, with respect to the audits of the Partnerships listed in Appendix
1 for the years ended December 31, 1995 and 1996. We further consent to the
incorporation by reference of such reports in AIMCO's Registration Statement
on Form S-3 (No. 333-26415), AIMCO's Registration Statement on Form S-3 (No.
33-98338), AIMCO's Registration Statement on Form S-3 (No. 333-828), AIMCO's
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration
Statement on Form S-3 (No. 333-4546), AIMCO's Registration Statement on Form
S-3 (No. 333-08997), AIMCO's Registration Statement on Form S-3 (No.
333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550),
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration
Statement on Form S-3 (No. 333-20755), all filed with the Securities and
Exchange Commission.
/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
September 2, 1997
<PAGE>
APPENDIX 1
YEAR ENDED DECEMBER 31, 1995
Partnership Report Date
- ----------------------------- -------------------
2900 Van Ness Associates March 1, 1996
7400 Roosevelt Investors February 20, 1996
Ivanhoe Associates Limited Partnership and Monroeville February 23, 1996
Development Corporation
Ridge Carlton Associates Limited Partnership and February 27, 1996
Norco Associates
Norco Associates February 27, 1996
Scotch Associates Limited Partnership and February 27, 1996
Scotch Lane Associates
Scotch Lane Associates February 27, 1996
Standart Woods Associates Limited Partnership February 17, 1996
YEAR ENDED DECEMBER 31, 1996
Partnership Report Date
- ----------- -----------
2900 Van Ness Associates February 12, 1997
7400 Roosevelt Investors February 7, 1997
Fairfax Associates Limited Partnership March 3, 1997
Ivanhoe Associates Limited Partnership and Monroeville February 3, 1997
Development Corporation (except as to Note 5,
which is as of
March 17, 1997)
Ridge Carlton Associates Limited Partnership and January 28, 1997
Norco Associates
Norco Associates January 28, 1997
River Loft Associates Limited Partnership and February 4, 1997
River Loft Apartments Limited Partnership
River Loft Apartments Limited Partnership February 4, 1997
Scotch Associates Limited Partnership and January 31, 1997
Scotch Lane Associates
Scotch Lane Associates January 31, 1997
Standart Woods Associates Limited Partnership February 18, 1997
Wyntre Brooke Associates February 10, 1997
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports (each of which
expresses an unqualified opinion and includes an explanatory paragraph
relating to the Partnership's ability to continue as a going concern) dated,
as listed in Appendix 2, with respect to the audits of the Partnerships
listed in Appendix 2 for the years ended December 31, 1995 and 1996. We
further consent to the incorporation by reference of such reports in AIMCO's
Registration Statement on Form S-3 (No. 333-26415), AIMCO's Registration
Statement on Form S-3 (No. 33-98338), AIMCO's Registration Statement on Form
S-3 (No. 333-828), AIMCO's Registration Statement on Form S-3 (No. 333-4542),
AIMCO's Registration Statement on Form S-3 (No. 333-4546), AIMCO's
Registration Statement on Form S-3 (No. 333-08997), AIMCO's Registration
Statement on Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form
S-8 (No. 333-4550), AIMCO's Registration Statement on Form S-8 (No.
333-4548), AIMCO's Registration Statement on Form S-8 (No. 333-14481), and
AIMCO's Registration Statement on Form S-3 (No. 333-20755), all filed with
the Securities and Exchange Commission.
/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
September 2, 1997
<PAGE>
APPENDIX 2
YEAR ENDED DECEMBER 31, 1995
Partnership Report Date
- ----------- -----------
Fairfax Associates Limited Partnership February 27, 1996
River Loft Associates Limited Partnership and February 25, 1996
River Loft Apartments Limited Partnership
River Loft Apartments Limited Partnership February 25, 1996
West Lake Arms Limited Partnership February 17, 1996
Wyntre Brooke Associates February 17, 1996
(except as to Note 11,
which is as of
February 22, 1996)
YEAR ENDED DECEMBER 31, 1996
Partnership Report Date
- ----------- -----------
West Lake Arms Limited Partnership February 28, 1997
Greater Hartford Associates Limited Partnership and February 22, 1997
Connecticut Colony Associates Limited Partnership
Connecticut Colony Associates Limited Partnership February 22, 1997
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports (each of which
expresses an unqualified opinion and includes an explanatory paragraph noting
that the next remarketing date for the Bonds which finance the Project is to
occur on April 1, 1997 at which date a deferred fee of $925,000 is payable to
the issuer of the Letter of Credit that secures payments on the Bonds) dated,
as listed in Appendix 3, with respect to the audits of the Partnerships
listed in Appendix 3 for the year ended December 31, 1995. We further consent
to the incorporation by reference of such reports in AIMCO's Registration
Statement on Form S-3 (No. 333-26415), AIMCO's Registration Statement on Form
S-3 (No. 33-98338), AIMCO's Registration Statement on Form S-3 (No. 333-828),
AIMCO's Registration Statement on Form S-3 (No. 333-4542), AIMCO's
Registration Statement on Form S-3 (No. 333-4546), AIMCO's Registration
Statement on Form S-3 (No. 333-08997), AIMCO's Registration Statement on Form
S-3 (No. 333-17431), AIMCO's Registration Statement on Form S-8 (No.
333-4550), AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration
Statement on Form S-3 (No. 333-20755), all filed with the Securities and
Exchange Commission.
/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
September 2, 1997
<PAGE>
APPENDIX 3
YEAR ENDED DECEMBER 31, 1995
Partnership Report Date
- ----------- -----------
Greater Hartford Associates Limited Partnership and February 27, 1996
Connecticut Colony Associates Limited Partnership (except as to Note 6,
which is as of
April 12, 1996)
Connecticut Colony Associates Limited Partnership February 27, 1996
(except as to Note 6,
which is as of
April 12, 1996)
<PAGE>
[Letterhead]
Consent of Russell, Thompson, Butler & Houston
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment Investment
and Management Company (AIMCO) of our reports dated as shown in Exhibits A, B
and C with respect to the audits of those entities as shown in Exhibits A, B,
and C for the years ended December 31, 1994, 1995, and 1996. We further consent
to the incorporation by reference of such reports in AIMCO's Registration
Statement on Form S-3 (No. 333-26415), AIMCO's Registration Statement on Form
S-3 (No. 33-98338), AIMCO's Registration Statement on Form S-3 (333-828),
AIMCO's Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration
Statement on Form S-3 (No. 333-4546), AIMCO's Registration Statement on Form S-3
(No. 333-08997), AIMCO's Registration Statement on Form S-3 (No. 333-17431),
AIMCO's Registration Statement on Form S-8 (No. 333-4550), AIMCO's Registration
Statement on Form S-8 (No. 333-4548), AIMCO's Registration Statement on Form S-8
(No. 333-14481), and AIMCO's Registration Statement on Form S-3 (No. 333-20755),
all filed with the Securities and Exchange Commission.
/s/ Russell Thompson Butler & Houston
Mobile, Alabama
September 2, 1997
<PAGE>
E X H I B I T A
Real Estate Partnership Report Date
- ----------------------- -----------
Housing Assistance of Mt. Dora, Ltd. January 7, 1995
Housing Assistance of Orange City, Ltd. January 7, 1995
Housing Assistance of Sebring, Ltd. January 7, 1995
Housing Assistance of Vero Beach, Ltd. January 7, 1995
Lakeview Villas, Ltd. January 7, 1995
Orange City Villas II, Ltd. January 7, 1995
Woodside Villas of Arcadia, Ltd. January 7, 1995
Grove Park Villas, Ltd. January 7, 1995
Highlands Village II January 7, 1995
Eustis Apartments, Ltd. January 7, 1995
South Hiawassee Village, Ltd. January 7, 1995
Parkview Arms Associates I January 13, 1995
Parkview Arms Associates II January 13, 1995
Twin Gables Associates January 13, 1995
Miami Elderly Associates January 13, 1995
Crosland Housing Associates January 19, 1995
Parkview Apartments, Ltd. January 19, 1995
Chesterfield Housing Associates January 19, 1995
Hemingway Housing Associates January 19, 1995
McColl Housing Associates January 19, 1995
The Meadows Apartments January 19, 1995
St. George Villas January 19, 1995
Hurbell I Limited Partnership (Holly Oak) January 21, 1995
Hurbell IV Limited Partnership (Talladega Downs) January 21, 1995
Eastcourt Village Partners January 25, 1995
United Housing Partners Cuthbert, Ltd. January 27, 1995
United Housing Partners Elmwood, Ltd. January 27, 1995
United Housing Partners Morristown, Ltd. January 27, 1995
United Housing Partners Welch, Ltd. January 27, 1995
Townview Towers I Partnership, Ltd. January 27, 1995
VOA-Nicollet Towers Associates January 28, 1995
Community Developers of Princeville January 30, 1995
Registry Square, Ltd. February 23, 1995
<PAGE>
E X H I B I T B
Real Estate Partnership Report Date
- ----------------------- -----------
United Housing Partners Cuthbert, Ltd. January 13, 1996
United Housing Partners Elmwood, Ltd. January 13, 1996
United Housing Partners Morristown, Ltd. January 13, 1996
United Housing Partners Welch, Ltd. January 13, 1996
Parkview Apartments, Ltd. January 18, 1996
Chesterfield Housing Associates January 18, 1996
Hemingway Housing Associates January 18, 1996
McColl Housing Associates January 18, 1996
The Meadows Apartments January 18, 1996
St. George Villas January 18, 1996
Parkview Arms Associates I January 18, 1996
Parkview Arms Associates II January 18, 1996
Twin Gables Associates January 18, 1996
Miami Elderly Associates January 18, 1996
Hurbell I Limited Partnership (Holly Oak) January 20, 1996
Hurbell IV Limited Partnership (Talladega Downs) January 20, 1996
Community Developers of Princeville January 22, 1996
Eastcourt Village Partners January 23, 1996
VOA-Nicollet Towers Associates January 26, 1996
Lake Wales Villas, Ltd. February 3, 1996
Peppertree Village of Avon Park, Ltd. February 3, 1996
Housing Assistance of Mt. Dora, Ltd. February 3, 1996
Housing Assistance of Orange City, Ltd. February 3, 1996
Housing Assistance of Sebring, Ltd. February 3, 1996
Housing Assistance of Vero Beach, Ltd. February 3, 1996
Lakeview Villas, Ltd. February 3, 1996
Orange City Villas II, Ltd. February 3, 1996
Woodside Villas of Arcadia, Ltd. February 3, 1996
Grove Park Villas, Ltd. February 3, 1996
Highlands Village II February 3, 1996
Eustis Apartments, Ltd. February 3, 1996
South Hiawassee Village, Ltd. February 3, 1996
<PAGE>
E X H I B I T C
Real Estate Partnership Report Date
- ----------------------- -----------
United Housing Partners Cuthbert, Ltd. January 10, 1997
United Housing Partners Elmwood, Ltd. January 10, 1997
United Housing Partners Morristown, Ltd. January 10, 1997
United Housing Partners Welch, Ltd. January 10, 1997
Community Developers of Princeville January 13, 1997
Eastcourt Village Partners January 22, 1997
Parkview Apartments, Ltd. January 23, 1997
Chesterfield Housing Associates January 23, 1997
Hemingway Housing Associates January 23, 1997
McColl Housing Associates January 23, 1997
The Meadows Apartments January 23, 1997
St. George Villas January 23, 1997
Hurbell I Limited Partnership (Holly Oak) January 25, 1997
Hurbell IV Limited Partnership (Talladega Downs) January 25, 1997
Lake Wales Villas, Ltd. January 31, 1997
Peppertree Village of Avon Park, Ltd. January 31, 1997
Housing Assistance of Mt. Dora, Ltd. January 31, 1997
Housing Assistance of Orange City, Ltd. January 31, 1997
Housing Assistance of Sebring, Ltd. January 31, 1997
Housing Assistance of Vero Beach, Ltd. January 31, 1997
Lakeview Villas, Ltd. January 31, 1997
Orange City Villas II, Ltd. January 31, 1997
Woodside Villas of Arcadia, Ltd. January 31, 1997
Grove Park Villas, Ltd. January 31, 1997
Highlands Village II January 31, 1997
Eustis Apartments, Ltd. January 31, 1997
South Hiawassee Village, Ltd. January 31, 1997
<PAGE>
[LETTERHEAD]
We consent to the incorporation by reference in this Current Report on Form 8
K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports dated January 24,
1995, and February 6, 1997, with respect to the audits of Abbott Associates
for the years ended December 31, 1994, 1995, and 1996. We further consent to
the incorporation by reference of such reports in AIMCO's Registration
Statement on Form S-3 (No. 333-26415), AIMCO's Registration Statement on Form
S-3 (No. 33-98338), AIMCO's Registration Statement on Form S-3 (333-828),
AIMCO's Registration Statement on Form S-3 (No. 333-4542), AIMCO's
Registration Statement on Form S-3 (No. 333-4546), AIMCO's Registration
Statement on Form S-3 (No. 333-08997), AIMCO's Registration Statement on Form
S-3 (333-17431), AIMCO's Registration Statement on Form S-8 (333-4550),
AIMCO's Registration Statement on Form S-8 (333-4548), AIMCO's Registration
Statement on Form S-8 (333-14481), and AIMCO's Registration Statement on Form
S-3 (No. 333-20755), all filed with Securities and Exchange Commission.
/s/ Sciarabba Walker & Co., LLP
--------------------------------
Sciarabba Walker & Co., LLP
Ithaca, New York
September 2, 1997
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company ("AIMCO"), of our reports dated February
14, 1997 with respect to the audits of the following entities for the period
from January 2, 1996 (date of formation) to December 31, 1996:
NHP Chaparral Associates, L.P.
NHP Country Club Woods Associates, L.P.
NHP Country Club Woods, L.P.
NHP Greenbriar Associates, L.P.
NHP Greenbriar, L.P.
NHP Hessian Hills, L.P.
NHP High River, L.P.
NHP Spring Lake Manor Associates, L.P.
NHP Spring Lake Manor, L.P.
NHP Three Chopt West Associates, L.P.
NHP Town & Country/Country Place Associates, L.P.
NHP Town & Country/Country Place, L.P.
NHP Townhouse Associates, L.P.
NHP Townhouse, L.P.
NHP Twin Gates East, L.P.
NHP Will-O-Wisp Arms, L.P.
We further consent to the incorporation by reference of such reports in
AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form
S-3 (No. 333-4542), AIMCO's Registration Statement on Form S-3 (No.
333-4546), AIMCO's Registration Statement on Form S-3 (No. 333-08997),
AIMCO's Registration Statement on Form S-3 (No. 333-17431), AIMCO's
Registration Statement on Form S-8 (No. 333-4550), AIMCO's Registration
Statement on Form S-8 (No. 333-4548), AIMCO's Registration Statement on Form
S-8 (No. 333-14481), and AIMCO's Registration Statement on Form S-3 (No.
333-20755), all filed with the Securities and Exchange Commission.
/s/ Wallace Sanders & Company
WALLACE SANDERS & COMPANY
Dallas, Texas
September 2, 1997
<PAGE>
[letterhead]
September 2, 1997
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment and
Management Company (AIMCO) of our reports with respect to the audits of the
listed partnerships, as included in the attached schedule, for the years
ended December 31, 1995 and 1996. We further consent to the incorporation by
reference of such reports in AIMCO's Registration Statement on Form S-3 [(No.
333-26415)], AIMCO's Registration Statement on Form S-3 (No. 33-98338),
AIMCO's Registration Statement on Form S-3 (No. 333-828), AIMCO's
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration
Statement on Form S-3 (No. 333-4546), AIMCO's Registration Statement on Form
S-3 (No. 333-08997), AIMCO's Registration Statement on Form S-3 (No.
333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550),
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration
Statement on Form S-3 (No. 333-20755), all filed with the Securities and
Exchange Commission.
/s/ Warady & Davis LLP
<PAGE>
SCHEDULE OF AUDIT REPORTS ISSUED
BY WARADY & DAVIS LLP FOR NHP
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996
<TABLE>
<CAPTION>
Date of Year Ended Date of Year Ended
December 31, 1995 December 31, 1996
Name of Partnership Audit Report Audit Report
- ------------------- ------------------ ------------------
<S> <C> <C>
Church Street Associates.................. January 30, 1996 February 4, 1997
New Vistas Apartments Associates.......... January 22, 1996 January 24, 1997
New Vistas Apartments
Associates - Phase II................... January 19, 1996 February 3, 1997
North Washington Park Partnership......... January 26, 1996 January 21, 1997
Palmer Square Apartments Associates....... January 23, 1996 February 3, 1997
Parkways Associates....................... January 16, 1996 January 28, 1997
Oak Park Partnership...................... February 6, 1996 January 14, 1997
Rogers Park Partnership................... February 14, 1996 January 27, 1997
MRR L.P................................... January 20, 1997
Central Woodlawn Rehabilitation
Joint Venture........................... March 6, 1997
</TABLE>
<PAGE>
[Letterhead]
We consent to the incorporation by reference in this Current Report on
Form 8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports dated January 31,
1995 with respect to the audit of United Front Homes for the year ended
December 31, 1994. We further consent to the incorporation by reference of
such reports in AIMCO's Registration Statement on Form S-3 (No. 333-28415),
AIMCO's Registration Statement on Form S-3 (No. 33-98338), AIMCO's
Registration Statement on Form S-3 (No. 333-828), AIMCO's Registration
Statement on Form S-3 (No. 333-4542), AIMCO's Registration Statement on Form
S-3 (No. 333-4546), AIMCO's Registration Statement on Form S-3 (No.
333-08997). AIMCO's Registration Statement on Form S-3 (No. 333-17431).
AIMCO's Registration Statement on Form S-8 (No. 333-4550), AIMCO's
Registration Statement on Form S-8 (No. 333-4548), AIMCO's Registration
Statement on Form S-8 (No. 333-14481), and AIMCO's Registration Statement on
Form S-3 (No. 333-20755), all filed with the Securities and Exchange
Commission.
/s/ Ziner & Company P.C.
Boston, MA
September 2, 1997
<PAGE>
[Letterhead]
We consent to the incorporation by reference in this Current Report on Form
8-K/A, filed with the Securities and Exchange Commission by Apartment
Investment and Management Company (AIMCO) of our reports dated January 16,
1996 and January 13, 1997 with respect to the audits of Vissula Heritage
Village for the years ended December 31, 1995 and 1996. We further consent to
the incorporation by reference of such reports in AIMCO's Registration
Statement on Form S-3 (No. 333-26415), AIMCO's Registration Statement on Form
S-3 (No. 33-98338), AIMCO's Registration Statement on Form S-3 (333-828),
AIMCO's Registration Statement on Form S-3 (No. 333-4542), AIMCO's
Registration Statement on Form S-3 (No. 333-4546), AIMCO's Registration
Statement on Form S-3 (No. 333-08997), AIMCO's Registration Statement on Form
S-3 (No. 333-17431), AIMCO's Registration Statement on Form S-8 (No.
333-4550), AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration
Statement on Form S-3 (No. 333-20755) all filed with the Securities and
Exchange Commission.
Zinner & Co.
/s/ Zinner & Co.
Pepper Pike, Ohio
September 2, 1997
29125 Chagrin Boulevard * Cleveland, Ohio 44122-4692 * (216) 831-0733 *
FAX (216) 765-7118
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report on the NHP Real Estate Companies (as defined in Note 1) dated May 5,
1997 (except with respect to the matters discussed in Note 17, as to which
the date is June 3, 1997) included in this Current Report on Form 8-K/A,
filed with the Securities and Exchange Commission by Apartment Investment and
Management Company ("AIMCO").
We further consent to the incorporation by reference of the aforementioned
report in AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form
S-3 (No. 333-4542), AIMCO's Registration Statement on Form S-3 (No.
333-4546), AIMCO's Registration Statement on Form S-3 (No. 333-08997),
AIMCO's Registration Statement on Form S-3 (No. 333-17431), AIMCO's
Registration Statement on Form S-8 (No. 333-4550), AIMCO's Registration
Statement on Form S-8 (No. 333-4548), AIMCO's Registration Statement on Form
S-8 (No. 333-14481), and AIMCO's Registration Statement on Form S-3 (No.
333-20755), all filed with the Securities and Exchange Commission.
/s/ Arthur Andersen LLP
Washington, D.C.
September 2, 1997
<PAGE>
INDEX OF 1994 AUDITORS' REPORTS
* Anders, Minkler & Diehl LLP
Caroline Associates I
Columbus Square Associates I
Columbus Square Associates II
Pershing Waterman Phase I
PW III Associates
PW IV Associates
PW V Associates
PW VI Associates
Savoy Court Associates
Wigar, Ltd.
Arthur Andersen LLP
NHP Incorporated
* Dauby O'Connor & Zaleski, LLC
Brookview Apartments Company Limited
Clover Ridge East Limited Partnership
Colony Apartments Company Limited
East Hampton Limited Partnership
Edgewood II Associates
Fairburn & Gordon Associates, Phase I
Fairburn & Gordon Associates, Phase II
Laing Village
Oakland City/West End Associates, Ltd.
Orangeburg Manor
Parkways Associates
Pleasant Valley Apartments, Ltd.
Sandy Springs Associates, Ltd.
The Oak Park Partnership
The Rogers Park Partnership
Tiffany Rehab Associates
Village Green Apartments Company Limited
Vineville Towers Associates, Ltd.
Westgate Apartments
* Deloitte & Touche LLP
107-145 West 135th Street Associates
Algonquin Tower Limited Partnership
All Hallows Associates
Allentown Towne House Limited Partnership
Anglers Manor Associates
Antioch Apartments, Ltd.
Arvada House
Audobon Park Associates
Baldwin Oaks Elderly, Ltd.
Baldwin Towers Associates
Basswood Manor Limited Partnership
Bayview Hunters Point Apartments
Bensalem Gardens Associates
Berkley Limited Partnership
Bloomsburg Elderly Associates
Boynton Beach Limited Partnership
Briarwood Apartments
- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on
Form S-1 (File No. 33-93110) of NHP Incorporated.
F-1
<PAGE>
INDEX OF 1994 AUDITORS' REPORTS
Brightwood Manor Associates
Brinton Manor No. 1 Associates
Brinton Towers Associates
Brookside Apartments Associates
Buena Vista Apartments, Ltd.
Cabell Associates of Lakeview
California Square Limited Partnership
California Square II Limited Partnership
Campbell Heights Associates
Canterbury Gardens Associates
Capital Park Limited Partnership
Caroline Arms Limited Partnership
Center Square Associates
Central Village Associates
Chapel NDP
Cheek Road Limited Partnership
Cheyenne Village Apartments, Ltd.
Clay Courts Associates
College Heights
College Park Apartments
College Park Associates
Community Developers of High Point
Congress Park Associates II
Copperwood Limited
Copperwood II Limited
Cottonwood Apartments
Cumberland Court Associates
Cypress Gardens, Limited
Darby Townhouses Associates
Darbytown Development Associates
Delcar-S, Ltd.
Delcar-T, Ltd.
DIP Limited Partnership
DIP Limited Partnership - II
DIP Limited Partnership - III
Discovery Limited Partnership
Doral Gardens Associates
Duquesne Associates No. 1
Eastman Associates
Edmond Estates Limited Partnership
Elden Limited Partnership
Elm Creek Limited Partnership
Esbro Limited Partnership
Fairmeadows Limited Partnership
Fairmont #1 Limited Partnership
Fairmont #2 Limited Partnership
Fairview Homes Associates
Fairwood Associates
Federal Square Village
- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on
Form S-1 (File No. 33-93110) of NHP Incorporated.
F-2
<PAGE>
INDEX OF 1994 AUDITORS' REPORTS
Field Associates
Forest Green Limited Partnership
Forest Park Elderly Associates
Forrester Gardens, Ltd.
Fort Carson Associates
Foxwood Manor Associates
Franklin Chapel Hill Associates
Franklin Eagle Rock Associates
Franklin Northwoods Associates
Franklin Park Limited Partnership
Franklin Pheasant Ridge Associates
Franklin Ridgewood Associates
Franklin Woods Associates
Friendset Housing Company
Frio Housing, Ltd.
G. W. Carver Limited
Galion Limited Partnership
Garfield Hill Associates
Gateway Village Associates
Gladys Hampton Houses Associates
Golden Apartments I
Golden Apartments II
Grandview Apartments
Greater Mount Calvary Terrace, Ltd.
Greater Richmond Community Development Corp. I and Associates
Greater Richmond Community Development Corp. II and Associates
Green Mountain Manor Limited Partnership
Griffith Limited Partnership
Gulfway Limited Partnership
H.R.H. Properties, Ltd.
Hamilton Gardens, Ltd.
Hamilton Heights Associates
Harold House Limited Partnership
Hatillo Housing Associates
Hickory Ridge Associates, Ltd.
Hillcrest Green Apartments, Ltd.
Hillside Village Associates
Hilltop Apartments Associates
Hilltop Limited Partnership
Hopkins Renaissance Associates
Hudson Terrace Associates
Hurbell II Limited Partnership
Indian Valley I Limited Partnership
Indian Valley II Limited Partnership
Indian Valley III Limited Partnership
Ingram Square Apartments, Ltd.
Jamestown Village Associates
Jersey Park Associates
JFK Associates
Johnston Square Associates
- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on
Form S-1 (File No. 33-93110) of NHP Incorporated.
F-3
<PAGE>
INDEX OF 1994 AUDITORS' REPORTS
JVL Limited
JVL 16 Associates
JVL 18 Associates
JVL 19 Associates
Kennedy Homes Limited Partnership
Kenneth Arms Apartments
Key Parkway West Associates
Kimberly Associates Limited Partnership
Knollcrest Apartments
La Salle Apartments
La Vista Associates
Lafayette Manor Associates
Lafayette Towne Elderly, Ltd.
Lafayette Towne Family, Ltd.
Lake Forest Apartments
Langenheim Associates
Las Americas Housing Associates
Lassen Associates
Laurel Gardens
Lewisburg Associates
Lewisburg Elderly Associates
Leyden Limited Partnership
Lincmar Associates
Lincoln Park Associates
Lock Haven Elderly Associates
Lock Haven Gardens Associates
Loring Towers Apartments Limited Partnership
M & P Development Company
Madison Hill Limited Partnership
Manzanita Arms Apartments
Maple Hill Associates
Maple Park East Limited Partnership
Maple Park West Limited Partnership
Mayfair Manor Limited Partnership
Meadowood Apartments - Phase I (Meadowood Associates)
Meadowood Apartments - Phase II (Meadowood Associates)
Meadowood Associates III, Ltd.
Meadows Apartments Limited Partnership
Meadows East Apartments Limited Partnership
Menlo Limited Partnership
Merced Commons I
Merced Commons II
Mill Street Associates
Miramar Housing Associates
Montblanc Garden Apartments Associates
Montblanc Housing Associates
Morrisania Towers Housing Company
Moss Gardens Ltd.
Murphy Blair Associates III
New Lake Village Apartments
- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on
Form S-1 (File No. 33-93110) of NHP Incorporated.
F-4
<PAGE>
INDEX OF 1994 AUDITORS' REPORTS
New West 111th Street Housing Company
New West 111th Street Two Associates
Newton Hill Limited Partnership
Northgate Village Limited Partnership
Northlake Terrace Associates
Northwest Terrace Associates
Oakland Village Townhouse Associates
Ocala Place, Ltd.
Olde Rivertowne Venture
One Lytle Place
One West Conway Associates
Orange Village Associates
Overbrook Park, Ltd.
Palm House Limited Partnership
Park Avenue West I Limited Partnership
Park Avenue West II Limited Partnership
Park Creek Limited Partnership
Pavillion Associates
Place One Limited Partnership
Portland Plaza Partnership
Portner Place Associates
Post Street Associates
Pride Gardens Limited Partnership
Pueblo Apartments Associates, Ltd.
Rancho Arms Apartments
Retirement Manor Associates
RI-15 Limited Partnership
Richlieu Associates
River Front Apartments Limited Partnership
River Woods Associates
Riverview II Associates
Rockwell Limited Partnership
Rolling Meadows Of Ada, Ltd.
Royal Towers Limited Partnership
Ruffin Road Associates
Rutherford Park Townhouses Associates
San Jose Limited Partnership
San Juan Apartments
San Juan Del Centro Limited Partnership
Sencit Towne House Limited Partnership
Sherman Terrace Associates
Shoreview Apartments
Site 10 Community Alliance Associates
Sleepy Hollow Apartments
SNI Development Company
Southmont Apartments
Southridge Apartments Limited Partnership
Southward Limited Partnership
Spring Meadow Limited Partnership
Springfield Limited Partnership
- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on
Form S-1 (File No. 33-93110) of NHP Incorporated.
F-5
<PAGE>
INDEX OF 1994 AUDITORS' REPORTS
Spruce Limited Partnership
Stafford Apartments
Stock Island Limited Partnership
Storey Manor Associates
Strawbridge Square Associates Limited Partnership
Summersong Townhouses Limited Partnership
Sunrise Associates
Sunset Plaza Apartments
Susquehanna View Limited Partnership
Timberlake Apartments Limited Partnership
Timuquana Park Associates
Tinker Creek Limited Partnership
Town North
Treeslope Apartments Associates
Trinity Apartments
Trinity Hills Village Apartments
Trinity Towers - 14th Street Associates, Ltd.
Tumast Associates
United Handicap Federation Apartment Associates
United House Associates
United Housing Partners - Carbondale, Ltd.
United Redevelopment Associates
University Plaza Associates
Vantage 78
Verdes Del Oriente
Villa De Guadalupe Associates
Village Circle Apartments, Ltd.
Village Green Limited Partnership
Village Park II
Vistas De San Juan Associates
Waico Apartments Associates
Waico Phase II Associates
Walden Oaks Associates
Walmsley Terrace Associates
Walnut Hills Associates, Ltd.
Wash-West Properties
Washington Manor Limited Partnership
Waterman Limited Partnership
Waters Towers Associates
West Oak Village Limited Partnership
Whitefield Place, Ltd.
Woodmark Limited Partnership
Yadkin Associates
* Edwards Leap & Sauer
Buffalo Village Associates
Genessee Gardens Associates
Ida Tower
- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on
Form S-1 (File No. 33-93110) of NHP Incorporated.
F-6
<PAGE>
INDEX OF 1994 AUDITORS' REPORTS
* George A. Hieronymus & Company, LLC
Athen Arms Associates
Colonial Terrace I Associates
Colonial Terrace II Associates
* Goldenberg Rosenthal Friedlander, LLP
Baisley Park Associates
Brunswick Village Limited Partnership
Churchview Gardens Limited Partnership
Harris Gardens Limited Partnership
Hawksworth Limited Partnership
Hollows Associates
Kimberton Apartments Associates
Washington Northgate Limited Partnership
Washington Westgate Limited Partnership
Windsor Apartments Associates
* Hansen, Hunter & Kibbee, P.C.
Haines Associates Limited Partnership
King-Bell Associates
Monmouth Associates Limited Partnership
Pendleton Riverside Apartments, Oreg., Ltd.
Penn Hall Associates Limited Partnership
Rodeo Drive Limited Partnership
South Mountain Terrace, Ltd.
Woodland Apartments, Oreg., Ltd.
* J.H. Cohn, LLP
Marlboro Greens Limited Partnership
* J.A. Plumer & Co., P.A.
630 East Lincoln Avenue Associates
Aspen Stratford Apartments Company B
Aspen Stratford Apartments Company C
Benjamin Banneker Plaza Associates
Brightwood Limited Partnership
Cambridge Heights Apartments, Ltd.
Carter Associates Limited Partnership
Cherry Estates
Christopher Court Housing Company
Concord House Associates
Duke Manor Associates
Elderly Housing Associates Ltd. Partnership
Forest Apartments Associates
Gate Manor Apartments, Ltd.
Greenfield Apartments Limited Partnership
Greenfield North Apartments Limited Partnership
Haili Associates
Houston Aristocrat Apartments, Ltd.
Kapuna Associates
- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on
Form S-1 (File No. 33-93110) of NHP Incorporated.
F-7
<PAGE>
INDEX OF 1994 AUDITORS' REPORTS
Kinloch Urban East Housing
Koolau Housing Associates
Lakeview Arms Associates
Lee-Hy Manor Associates Limited Partnership
Locust Park Associates
Loring Towers Associates
Mahoning Associates
Milliken Apartments Company
Monument Street Limited Partnership
Neighborhoods of the Universities Lock Street Apartments Company
Oak Hollow South Associates
Orchard Mews Associates
Oxford Place Associates
Pittsfield Neighborhood Associates
Prince Street Towers Limited Partnership
Sencit-Lebanon Company
St. Nicholas Associates
Tamarac Pines, Ltd.
Tamarac Pines II, Ltd.
Taunton Green Associates
Taunton II Associates
Tompkins Terrace Associates
Waipahu Associates
Washington Chinatown Associates
Woodcrest Apartments, Ltd.
Worchester Episcopal Housing Company
* Marks Shron & Company, LLP
Two Bridges Associates
* Reznick Fedder & Silverman
Beautiful Village Associates Redevelopment Company
Branchwood Towers Limited Partnership
Citrus Park Associates, Ltd.
Community Circle II Limited
Copperstone Limited Partnership
Diakonia Associates Limited Partnership
Easton Terrace I Associates
Easton Terrace II Associates
Eastridge Apartments
Emory Grove Associates Limited Partnership
First Alexandria Associates
Flatbush NSA Associates
Franklin Square School Associates
Gates Mill I Limited Partnership
Grosvenor House Associates Limited Partnership
Harris Park Limited Partnership
Hollybush Gardens I
Hollybush Gardens II
Intown West Associates Limited Partnership
- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on
Form S-1 (File No. 33-93110) of NHP Incorporated.
F-8
<PAGE>
INDEX OF 1994 AUDITORS' REPORTS
Lake Avenue Associates
Lake Crossing Limited Partnership
Lakehaven Associates One
Lakehaven Associates Two
Linden Court Associates
Loudoun House Limited Partnership
Monaco Arms Associates I
Monaco Arms Associates II
Muske Limited Partnership
Natick Associates
Oakcrest Terrace Apartments
Oakwood Limited Partnership
Parkview Associates
Queenstown Apartments Limited Partnership
Rancho Townhouse Associates
Ruscombe Gardens Limited Partnership
Sencit-Jacksonville Company LTD
Sheffield Associates
Snap IV Limited Partnership
Tara Bridge Limited Partnership
Twin Towers Associates
Tyee Associates Limited Partnership
Urbanization Maria Lopez Housing Company
Westminster Associates
Wollaston Manor Associates
Woodside Village Limited Partnership
* Russell Thompson Butler & Houston
Chesterfield Housing Associates
Community Developers Of Princeville
Crosland Housing Associates
Eastcourt Village Partners
Eustis Apartments, Ltd.
Grove Park Villas, Ltd.
Hemingway Housing Associates
Highlands Village II
Housing Assistance of Mt. Dora, Ltd.
Housing Assistance of Orange City, Ltd.
Housing Assistance of Sebring, Ltd.
Housing Assistance of Vero Beach, Ltd.
Hurbell I Limited Partnership
Hurbell IV Limited Partnership
Lakeview Villas, Ltd.
Mccoll Housing Associates
Miami Elderly Associates
Orange City Villas II, Ltd.
Parkview Apartments, Ltd.
Parkview Arms Associates I
Parkview Arms Associates II
Registry Square, Ltd.
- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on
Form S-1 (File No. 33-93110) of NHP Incorporated.
F-9
<PAGE>
INDEX OF 1994 AUDITORS' REPORTS
South Hiawassee Village, Ltd.
St. George Villas
The Meadows Apartments
Townview Towers I Partnership, Ltd.
Twin Gables Associates
United Housing Partners Cuthbert, Ltd.
United Housing Partners Elmwood, Ltd.
United Housing Partners Morristown, Ltd.
United Housing Partners Welch, Ltd.
VOA-Nicollet Towers Associates
Woodside Villas of Arcadia, Ltd.
- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on
Form S-1 (File No. 33-93110) of NHP Incorporated.
F-10
<PAGE>
INDEX OF 1995 AUDITORS' REPORTS
Anders, Minkler & Diehl
CAROLINE ASSOCIATES I
COLUMBUS SQUARE ASSOCIATES I
COLUMBUS SQUARE ASSOCIATES II
PERSHING WATERMAN PHASE I
PW III ASSOCIATES
PW IV ASSOCIATES
PW V ASSOCIATES
PW VI ASSOCIATES
SAVOY COURT ASSOCIATES
WIGAR, LTD.
Dauby, O'Connor, and Zaleski
BROOKVIEW APARTMENTS COMPANY LIMITED
CLOVER RIDGE EAST LIMITED PARTNERSHIP
COLONY APARTMENTS COMPANY LIMITED
EAST HAMPTON LIMITED PARTNERSHIP
EDGEWOOD II ASSOCIATES
FAIRBURN & GORDON ASSOCIATES, PHASE I
FAIRBURN & GORDON ASSOCIATES, PHASE II
LAING VILLAGE
OAKLAND CITY/WEST END ASSOCIATES, LTD.
ORANGEBURG MANOR
PLEASANT VALLEY APARTMENTS, LTD.
SANDY SPRINGS ASSOCIATES, LTD.
TIFFANY REHAB ASSOCIATES
VILLAGE GREEN APARTMENTS COMPANY LIMITED
VINEVILLE TOWERS ASSOCIATES, LTD.
WESTGATE APARTMENTS
Deloitte and Touche LLP
107-145 WEST 135TH STREET ASSOCIATES
ALGONQUIN TOWER LIMITED PARTNERSHIP
ALL HALLOWS ASSOCIATES
ALLENTOWN TOWNE HOUSE LIMITED PARTNERSHIP
ANGLERS MANOR ASSOCIATES
ANTIOCH APARTMENTS, LTD.
ARVADA HOUSE ASSOCIATES
AUDOBON PARK ASSOCIATES
BALDWIN OAKS ELDERLY, LTD.
BALDWIN TOWERS ASSOCIATES
BASSWOOD MANOR LIMITED PARTNERSHIP
BAYVIEW HUNTERS POINT APARTMENTS
BENSALEM GARDENS ASSOCIATES
BERKLEY LIMITED PARTNERSHIP
BLOOMSBURG ELDERLY ASSOCIATES
BRIARWOOD APARTMENTS
BRIGHTWOOD MANOR ASSOCIATES
BRINTON MANOR NO. 1 ASSOCIATES
BRINTON TOWERS ASSOCIATES
BROOKSIDE APARTMENTS ASSOCIATES
BUENA VISTA APARTMENTS, LTD.
CABELL ASSOCIATES OF LAKEVIEW
CALIFORNIA SQUARE II LIMITED PARTNERSHIP
CALIFORNIA SQUARE LIMITED PARTNERSHIP
CAMPBELL HEIGHTS ASSOCIATES
CANTERBURY GARDENS ASSOCIATES
CAPITAL PARK LIMITED PARTNERSHIP
CAROLINE ARMS LIMITED PARTNERSHIP
CENTER SQUARE ASSOCIATES
CENTRAL VILLAGE ASSOCIATES
CHAPEL NDP
* Incorporated by reference to Exhibit 99.3 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997.
Page 1
<PAGE>
INDEX OF 1995 AUDITORS' REPORTS
CHEEK ROAD LIMITED PARTNERSHIP
CLAY COURTS ASSOCIATES
COLLEGE HEIGHTS
COLLEGE PARK APARTMENTS
COLLEGE PARK ASSOCIATES
COMMUNITY DEVELOPERS OF HIGH POINT
CONGRESS PARK ASSOCIATES II
COPPERWOOD II LIMITED
COPPERWOOD LIMITED
CUMBERLAND COURT ASSOCIATES
CYPRESS GARDENS, LIMITED
DARBY TOWNHOUSES ASSOCIATES
DARBY TOWNHOUSES LIMITED PARTNERSHIP
DARBYTOWN DEVELOPMENT ASSOCIATES
DELCAR-S, LTD.
DELCAR-T, LTD.
DIP LIMITED PARTNERSHIP
DIP LIMITED PARTNERSHIP--II
DIP LIMITED PARTNERSHIP--III
DISCOVERY LIMITED PARTNERSHIP
DORAL GARDENS ASSOCIATES
DORAL LIMITED PARTNERSHIP
DUQUESNE ASSOCIATES NO. 1
EASTMAN ASSOCIATES
EDMOND ESTATES LIMITED PARTNERSHIP
ELDEN LIMITED PARTNERSHIP
ESBRO LIMITED PARTNERSHIP
FAIRMEADOWS LIMITED PARTNERSHIP
FAIRMONT #1 LIMITED PARTNERSHIP
FAIRMONT #2 LIMITED PARTNERSHIP
FAIRVIEW HOMES ASSOCIATES
FAIRWOOD ASSOCIATES
FEDERAL SQUARE VILLAGE
FIELD ASSOCIATES
FOREST GREEN LIMITED PARTNERSHIP
FOREST PARK ELDERLY ASSOCIATES
FORRESTER GARDENS, LTD.
FORT CARSON ASSOCIATES
FOXWOOD MANOR ASSOCIATES
FRANKLIN CHAPEL HILL ASSOCIATES
FRANKLIN EAGLE ROCK ASSOCIATES
FRANKLIN PARK LIMITED PARTNERSHIP
FRANKLIN PHEASANT RIDGE ASSOCIATES
FRANKLIN RIDGEWOOD ASSOCIATES
FRANKLIN WOODS ASSOCIATES
FRIENDSET HOUSING COMPANY
FRIO HOUSING, LTD.
G.W. CARVER LIMITED
GALION LIMITED PARTNERSHIP
GARFIELD HILL ASSOCIATES
GATEWAY VILLAGE ASSOCIATES
GLADYS HAMPTON HOUSES ASSOCIATES
GOLDEN APARTMENTS I
GOLDEN APARTMENTS II
GRANDVIEW APARTMENTS
GREATER MOUNT CALVARY TERRACE, LTD.
GREATER RICHMOND COMMUNITY DEVELOPMENT
CORP. I AND ASSOCIATES
GREATER RICHMOND COMMUNITY DEVELOPMENT
CORP. II AND ASSOCIATES
GREEN MOUNTAIN MANOR LIMITED PARTNERSHIP
GRIFFITH LIMITED PARTNERSHIP
GULFWAY LIMITED PARTNERSHIP
H.R.H. PROPERTIES, LTD.
HAMILTON GARDENS, LTD.
HAMILTON HEIGHTS ASSOCIATES
HAROLD HOUSE LIMITED PARTNERSHIP
* Incorporated by reference to Exhibit 99.3 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997.
Page 2
<PAGE>
INDEX OF 1995 AUDITORS' REPORTS
HATILLO HOUSING ASSOCIATES
HICKORY RIDGE ASSOCIATES, LTD.
HILLCREST GREEN APARTMENTS, LTD.
HILLSIDE VILLAGE ASSOCIATES
HILLTOP APARTMENTS ASSOCIATES
HILLTOP LIMITED PARTNERSHIP
HOPKINS RENAISSANCE ASSOCIATES
HUDSON TERRACE ASSOCIATES
HURBELL II LIMITED PARTNERSHIP
HURBELL III LIMITED PARTNERSHIP
INDIAN VALLEY I LIMITED PARTNERSHIP
INDIAN VALLEY II LIMITED PARTNERSHIP
INDIAN VALLEY III LIMITED PARTNERSHIP
INGRAM SQUARE APARTMENTS, LTD.
JAMESTOWN VILLAGE ASSOCIATES
JERSEY PARK ASSOCIATES
JFK ASSOCIATES
JOHNSTON SQUARE ASSOCIATES
JVL 16 ASSOCIATES
JVL 18 ASSOCIATES
JVL 19 ASSOCIATES
JVL LIMITED
KENNEDY HOMES LIMITED PARTNERSHIP
KEY PARKWAY WEST ASSOCIATES
KIMBERLY ASSOCIATES LIMITED PARTNERSHIP
LA SALLE APARTMENTS
LA VISTA ASSOCIATES
LAFAYETTE MANOR ASSOCIATES
LAFAYETTE TOWNE ELDERLY, LTD.
LAFAYETTE TOWNE FAMILY, LTD.
LAKE FOREST APARTMENTS
LANGENHEIM ASSOCIATES
LAS AMERICAS HOUSING ASSOCIATES
LASSEN ASSOCIATES
LAUREL GARDENS
LEWISBURG ASSOCIATES
LEWISBURG ELDERLY ASSOCIATES
LEYDEN LIMITED PARTNERSHIP
LINCMAR ASSOCIATES
LINCOLN PARK ASSOCIATES
LOCK HAVEN ELDERLY ASSOCIATES
LOCK HAVEN GARDENS ASSOCIATES
LORING TOWERS APARTMENTS LIMITED PARTNERSHIP
M&P DEVELOPMENT COMPANY
MAPLE HILL ASSOCIATES
MAPLE PARK EAST LIMITED PARTNERSHIP
MAPLE PARK WEST LIMITED PARTNERSHIP
MAYFAIR MANOR LIMITED PARTNERSHIP
MEADOWOOD APARTMENTS--PHASE I
(MEADOWOOD ASSOCIATES)
MEADOWOOD APARTMENTS--PHASE II
(MEADOWOOD ASSOCIATES)
MEADOWOOD ASSOCIATES III, LTD.
MEADOWOOD TOWNHOUSES I LIMITED PARTNERSHIP
MEADOWOOD TOWNHOUSES III LIMITED PARTNERSHIP
MEADOWS APARTMENTS LIMITED PARTNERSHIP
MEADOWS EAST APARTMENTS LIMITED PARTNERSHIP
MENLO LIMITED PARTNERSHIP
MERCED COMMONS I
MERCED COMMONS II
MILL STREET ASSOCIATES
MIRAMAR HOUSING ASSOCIATES
MONTBLANC GARDEN APARTMENTS ASSOCIATES
MONTBLANC HOUSING ASSOCIATES
MORRISANIA TOWERS HOUSING COMPANY
MOSS GARDENS LTD.
* Incorporated by reference to Exhibit 99.3 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997.
Page 3
<PAGE>
INDEX OF 1995 AUDITORS' REPORTS
MURPHY BLAIR ASSOCIATES III
NATIONAL HOUSING PARTNERSHIP REALTY FUND I
NATIONAL HOUSING PARTNERSHIP REALTY FUND III
NATIONAL HOUSING PARTNERSHIP REALTY FUND IV
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
NATIONAL HOUSING PARTNERSHIP RESI
ASSOCIATES I
NEW LAKE VILLAGE APARTMENTS
NEW WEST 111TH STREET HOUSING COMPANY
NEW WEST 111TH STREET TWO ASSOCIATES
NEWTON HILL LIMITED PARTNERSHIP
NORTHGATE VILLAGE LIMITED PARTNERSHIP
NORTHLAKE TERRACE ASSOCIATES
NORTHWEST TERRACE ASSOCIATES
OAKLAND VILLAGE TOWNHOUSE ASSOCIATES
OCALA PLACE, LTD.
OLDE RIVERTOWN VENTURE
ONE LYTLE PLACE
ONE WEST CONWAY ASSOCIATES
ORANGE VILLAGE ASSOCIATES
PALM HOUSE LIMITED PARTNERSHIP
PARK AVENUE WEST I LIMITED PARTNERSHIP
PARK AVENUE WEST II LIMITED PARTNERSHIP
PARK CREEK LIMITED PARTNERSHIP
PAVILION ASSOCIATES
PLACE ONE LIMITED PARTNERSHIP
POINT WEST LIMITED PARTNERSHIP
PORTFOLIO PROPERTIES EIGHT ASSOCIATES
PORTFOLIO PROPERTIES FIVE ASSOCIATES
PORTFOLIO PROPERTIES NINE ASSOCIATES
PORTFOLIO PROPERTIES SEVEN ASSOCIATES
PORTFOLIO PROPERTIES SIX ASSOCIATES
PORTFOLIO PROPERTIES TEN ASSOCIATES
PORTFOLIO PROPERTIES THREE ASSOCIATES
PORTFOLIO PROPERTIES TWELVE ASSOCIATES
PORTFOLIO PROPERTIES TWO ASSOCIATES
PORTLAND PLAZA PARTNERSHIP
PORTNER PLACE ASSOCIATES
POST STREET ASSOCIATES
PUEBLO APARTMENTS ASSOCIATES, LTD.
RETIREMENT MANOR ASSOCIATES
RI-15 LIMITED PARTNERSHIP
RICHLIEU ASSOCIATES
RIVER FRONT APARTMENTS LIMITED PARTNERSHIP
RIVER WOODS ASSOCIATES
RIVERVIEW II ASSOCIATES
ROCKWELL LIMITED PARTNERSHIP
ROLLING MEADOWS OF ADA, LTD.
ROYAL TOWERS LIMITED PARTNERSHIP
RUFFIN ROAD ASSOCIATES
RUTHERFORD PARK TOWNHOUSES ASSOCIATES
SAN JOSE LIMITED PARTNERSHIP
SAN JUAN DEL CENTRO LIMITED PARTNERSHIP
SENCIT TOWNE HOUSE LIMITED PARTNERSHIP
SHERMAN TERRACE ASSOCIATES
SHOREVIEW APARTMENTS
SITE 10 COMMUNITY ALLIANCE ASSOCIATES
SNI DEVELOPMENT COMPANY
SOUTHMONT APARTMENTS
SOUTHRIDGE APARTMENTS LIMITED PARTNERSHIP
SOUTHWARD LIMITED PARTNERSHIP
SPRING BRIGHT LIMITED PARTNERSHIP
SPRING MEADOW LIMITED PARTNERSHIP
SPRUCE LIMITED PARTNERSHIP
SPRUCE PALM LIMITED PARTNERSHIP
STAFFORD APARTMENTS
* Incorporated by reference to Exhibit 99.3 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997.
Page 4
<PAGE>
INDEX OF 1995 AUDITORS' REPORTS
STOCK ISLAND LIMITED PARTNERSHIP
STOREY MANOR ASSOCIATES
STRAWBRIDGE SQUARE ASSOCIATES LIMITED
PARTNERSHIP
SUMMERSONG TOWNHOUSES LIMITED PARTNERSHIP
SUNRISE ASSOCIATES
SUNSET PLAZA APARTMENTS
SUSQUEHANNA VIEW LIMITED PARTNERSHIP
TIMBERLAKE APARTMENTS LIMITED PARTNERSHIP
TIMUQUANA PARK ASSOCIATES
TINKER CREEK LIMITED PARTNERSHIP
TOWN NORTH
TOWNVIEW TOWERS I PARTNERSHIP, LTD.
TREESLOPE APARTMENTS ASSOCIATES
TRINITY APARTMENTS
TRINITY TOWERS-14TH STREET ASSOCIATES, LTD.
UNITED HANDICAP FEDERATION APARTMENT
ASSOCIATES
UNITED HOUSE ASSOCIATES
UNITED HOUSING PARTNERS--CARBONDALE, LTD.
UNITED REDEVELOPMENT ASSOCIATES
UNIVERSITY PLAZA ASSOCIATES
VANTAGE '78
VILLA DE GUADALUPE ASSOCIATES
VILLAGE CIRCLE APARTMENTS, LTD.
VILLAGE GREEN LIMITED PARTNERSHIP
VILLAGE PARK II
VISTAS DE SAN JUAN ASSOCIATES
WAICO APARTMENTS ASSOCIATES
WAICO PHASE II ASSOCIATES
WALDEN OAKS ASSOCIATES
WALMSLEY TERRACE ASSOCIATES
WALNUT HILLS ASSOCIATES, LTD.
WASH-WEST PROPERTIES
WASHINGTON MANOR LIMITED PARTNERSHIP
WATERS TOWERS ASSOCIATES
WEST OAK VILLAGE LIMITED PARTNERSHIP
WHITEFIELD PLACE, LTD.
WOODMARK LIMITED PARTNERSHIP
YADKIN ASSOCIATES
Edwards Leap & Sauer
BUFFALO VILLAGE ASSOCIATES
GENESSEE GARDENS ASSOCIATES
IDA TOWER
Fishbein & Company, P.C
FRANKLIN HOUSING ASSOCIATES
FRANKLIN NEW YORK AVENUE ASSOCIATES
Friduss, Lukee, Schiff &
Co., P.C.
62ND STREET LIMITED PARTNERSHIP
CENTRAL WOODLAWN LIMITED PARTNERSHIP
George A. Hieronymus & Company
ATHEN ARMS ASSOCIATES
COLONIAL TERRACE I ASSOCIATES
COLONIAL TERRACE II ASSOCIATES
Goldenberg Rosenthal
Friedlander
ACADEMY GARDEN ASSOCIATES
BRUNSWICK VILLAGE LIMITED PARTNERSHIP
BUCKINGHAM HALL ASSOCIATES
CHURCHVIEW GARDENS ASSOCIATES
CHURCHVIEW GARDENS LIMITED PARTNERSHIP
HARRIS GARDENS ASSOCIATES
HARRIS GARDENS LIMITED PARTNERSHIP
* Incorporated by reference to Exhibit 99.3 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997.
Page 5
<PAGE>
INDEX OF 1995 AUDITORS' REPORTS
HAWKSWORTH GARDENS ASSOCIATES
HAWKSWORTH LIMITED PARTNERSHIP
WASHINGTON NORTHGATE ASSOCIATES
WASHINGTON NORTHGATE LIMITED PARTNERSHIP
WASHINGTON WESTGATE ASSOCIATES
WASHINGTON WESTGATE LIMITED PARTNERSHIP
Hansen, Hunter & Kibbee, P.C.
FRANKLIN CHANDLER ASSOCIATES
HAINES ASSOCIATES LIMITED PARTNERSHIP
KING-BELL ASSOCIATES
MONMOUTH ASSOCIATES LIMITED PARTNERSHIP
PENDLETON RIVERSIDE APARTMENTS OREG., LTD.
PENN HALL ASSOCIATES LIMITED PARTNERSHIP
RODEO DRIVE LIMITED PARTNERSHIP
SOUTH MOUNTAIN TERRACE, LTD.
WOODLAND APARTMENTS, OREG., LTD.
J.A. Plumer & Co.
630 EAST LINCOLN AVENUE ASSOCIATES
ASPEN STRATFORD APARTMENTS COMPANY B
ASPEN STRATFORD APARTMENTS COMPANY C
BENJAMIN BANNEKER PLAZA ASSOCIATES
BENTON SQUARE, LTD.
BRIGHTWOOD LIMITED PARTNERSHIP
CARTER ASSOCIATES LIMITED PARTNERSHIP
CHERRY ESTATES
CHRISTOPHER COURT HOUSING COMPANY
CONCORD HOUSES ASSOCIATES
DUKE MANOR ASSOCIATES
ELDERLY HOUSING ASSOCIATES LTD. PARTNERSHIP
FERNCLIFF LIMITED PARTNERSHIP
FOREST APARTMENTS ASSOCIATES
GATE MANOR APARTMENTS, LTD.
GREENFIELD APARTMENTS LIMITED PARTNERSHIP
GREENFIELD LIMITED PARTNERSHIP
GREENFIELD NORTH APARTMENTS LIMITED
PARTNERSHIP
GREENFIELD NORTH LIMITED PARTNERSHIP
HAILI ASSOCIATES
HOLLOWS ASSOCIATES
HOUSTON ARISTOCRAT APARTMENTS, LTD.
KAPUNA ASSOCIATES
KIMBERTON APARTMENTS ASSOCIATES
KOOLAU HOUSING ASSOCIATES
LAKEVIEW ARMS ASSOCIATES
LEE-HY MANOR ASSOCIATES LIMITED PARTNERSHIP
LOCUST PARK ASSOCIATES
LORING TOWERS ASSOCIATES
MAHONING ASSOCIATES
MILLIKEN APARTMENTS COMPANY
MONUMENT STREET LIMITED PARTNERSHIP
NEIGHBORHOODS OF THE UNIVERSITIES LOCK
STREET APARTMENTS COMPANY
OAK HOLLOW SOUTH ASSOCIATES
OAK PARK LIMITED PARTNERSHIP
ORCHARD MEWS ASSOCIATES
OXFORD PLACE ASSOCIATES
PITTSFIELD NEIGHBORHOOD ASSOCIATES
PORTFOLIO PROPERTIES FIFTEEN ASSOCIATES
PORTFOLIO PROPERTIES FOUR ASSOCIATES
PRINCE STREET TOWERS LIMITED PARTNERSHIP
REGISTRY SQUARE, LTD.
* Incorporated by reference to Exhibit 99.3 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997.
Page 6
<PAGE>
INDEX OF 1995 AUDITORS' REPORTS
SENCIT-LEBANON COMPANY
ST. NICHOLAS ASSOCIATES
TAMARAC PINES, LTD.
TAMARAC PINES II, LTD.
TAUNTON GREEN ASSOCIATES
TAUNTON II ASSOCIATES
THE NATIONAL HOUSING PARTNERSHIP--II
TOMPKINS TERRACE ASSOCIATES
WAIPAHU ASSOCIATES
WASHINGTON CHINATOWN ASSOCIATES
WINDSOR APARTMENTS ASSOCIATES
WOODCREST APARTMENTS, LTD.
WORCHESTER EPISCOPAL HOUSING COMPANY
Marks Shron & Company, LLP
TWO BRIDGES ASSOCIATES
Prague & Richmond
CROSLAND HOUSING ASSOCIATES
Reznick, Fedder & Silverman
BEAUTIFUL VILLAGE ASSOCIATES REDEVELOPMENT
COMPANY
BRANCHWOOD TOWERS LIMITED PARTNERSHIP
CITRUS PARK ASSOCIATES, LTD.
COMMUNITY CIRCLE II, LIMITED
COPPERSTONE CIRCLE LIMITED PARTNERSHIP
COPPERSTONE LIMITED PARTNERSHIP
COUNTRY LAKES ASSOCIATES TWO
DIAKONIA ASSOCIATES LIMITED PARTNERSHIP
EASTON TERRACE I ASSOCIATES
EASTRIDGE APARTMENTS
EASTRIDGE APARTMENTS ASSOCIATES
EMORY GROVE ASSOCIATES LIMITED PARTNERSHIP
EMORY GROVE LIMITED PARTNERSHIP
FIRST ALEXANDRIA ASSOCIATES
FLATBUSH NSA ASSOCIATES
FRANKLIN SQUARE SCHOOL ASSOCIATES
GATES MILL I LIMITED PARTNERSHIP
GROSVENOR HOUSE ASSOCIATES LIMITED
PARTNERSHIP
HOLLYBUSH GARDENS ASSOCIATES, I
HOLLYBUSH GARDENS ASSOCIATES, II
INTOWN WEST ASSOCIATES LIMITED PARTNERSHIP
LAKE AVENUE ASSOCIATES
LAKE CROSSING LIMITED PARTNERSHIP
LAKEHAVEN ASSOCIATES ONE
LAKEHAVEN ASSOCIATES TWO
LINDEN COURT ASSOCIATES
LOUDOUN HOUSE LIMITED PARTNERSHIP
MONACO ARMS ASSOCIATES I
MONACO ARMS ASSOCIATES II
MUSKE LIMITED PARTNERSHIP
NATICK ASSOCIATES
OAKCREST TERRACE APARTMENTS
OAKWOOD LIMITED PARTNERSHIP
OAKWOOD MUSKEGON ASSOCIATES
PARKVIEW ASSOCIATES
QUEENSTOWN APARTMENTS LIMITED PARTNERSHIP
RUSCOMBE GARDENS LIMITED PARTNERSHIP
SENCIT-JACKSONVILLE COMPANY, LTD.
SHEFFIELD ASSOCIATES
SNAP IV LIMITED PARTNERSHIP
TWIN TOWERS ASSOCIATES
* Incorporated by reference to Exhibit 99.3 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997.
Page 7
<PAGE>
INDEX OF 1995 AUDITORS' REPORTS
TYEE ASSOCIATES LIMITED PARTNERSHIP
URBANIZACION MARIA LOPEZ HOUSING COMPANY
WESTMINSTER ASSOCIATES
WOLLASTON MANOR ASSOCIATES
WOODSIDE VILLAGE LIMITED PARTNERSHIP
Robert Ercolini & Company
2900 VAN NESS ASSOCIATES
7400 ROOSEVELT INVESTORS
CONNECTICUT COLONY ASSOCIATES LIMITED
PARTNERSHIP
FAIRFAX ASSOCIATES LIMITED PARTNERSHIP
GREATER HARTFORD ASSOCIATES LIMITED
PARTNERSHIP
IVANHOE ASSOCIATES LIMITED PARTNERSHIP
NORCO ASSOCIATES
RIDGE CARLTON ASSOCIATES LIMITED PARTNERSHIP
RIVER LOFT APARTMENTS LIMITED PARTNERSHIP
RIVER LOFT ASSOCIATES LIMITED PARTNERSHIP
SCOTCH ASSOCIATES LIMITED PARTNERSHIP
SCOTCH LANE ASSOCIATES
STANDART WOODS ASSOCIATES LIMITED PARTNERSHIP
WEST LAKE ARMS LIMITED PARTNERSHIP
WYNTRE BROOK ASSOCIATES
Russell, Thompson,
Butler & Houston
CHESTERFIELD HOUSING ASSOCIATES
COMMUNITY DEVELOPERS OF PRINCEVILLE
EASTCOURT VILLAGE PARTNERS
EUSTIS APARTMENTS, LTD
GROVE PARK VILLAS LTD
HEMINGWAY HOUSING ASSOCIATES
HIGHLANDS VILLAGE II
HOUSING ASSISTANCE OF MOUNT DORA, LTD.
HOUSING ASSISTANCE OF ORANGE CITY, LTD.
HOUSING ASSISTANCE OF SEBRING, LTD.
HOUSING ASSISTANCE OF VERO BEACH, LTD.
HURBELL I LIMITED PARTNERSHIP
HURBELL IV LIMITED PARTNERSHIP
LAKE WALES VILLAS LTD
LAKEVIEW VILLAS, LTD.
MCCOLL HOUSING ASSOCIATES
MIAMI ELDERLY ASSOCIATES LIMITED
PARTNERSHIP
ORANGE CITY VILLAS II, LTD.
PARKVIEW APARTMENTS
PARKVIEW ARMS ASSOCIATES I LIMITED
PARTNERSHIP
PARKVIEW ARMS ASSOCIATES II LIMITED
PARTNERSHIP
PEPPERTREE VILLAGE OF AVON PARK, LTD.
SOUTH HIAWASSEE VILLAGE, LTD.
ST. GEORGE VILLAS
THE MEADOWS APARTMENTS, LTD.
TWIN GABLES ASSOCIATES LIMITED PARTNERSHIP
UNITED HOUSING PARTNERS--CUTHBERT, LTD.
UNITED HOUSING PARTNERS--ELMWOOD, LTD.
UNITED HOUSING PARTNERS--MORRISTOWN, LTD.
UNITED HOUSING PARTNERS--WELCH,LTD.
VOA--NICOLLET TOWERS ASSOCIATES
WOODSIDE VILLAS OF ARCADIA, LTD.
Sciarabba Walker & Co. LLP
ABBOTT ASSOCIATES
Warady and Davis
CHURCH STREET ASSOCIATES
NEW VISTAS APARTMENTS ASSOCIATES
NEW VISTAS APARTMENTS ASSOCIATES--PHASE II
PALMER SQUARE APARTMENTS ASSOCIATES
* Incorporated by reference to Exhibit 99.3 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997.
Page 8
<PAGE>
INDEX OF 1995 AUDITORS' REPORTS
PARKWAYS ASSOCIATES
THE NORTH WASHINGTON PARK PARTNERSHIP
THE OAK PARK PARTNERSHIP
THE ROGERS PARK PARTNERSHIP
Ziner and Company, P.C.
UNITED FRONT HOMES
Zinner & Co
VISTULA HERITAGE VILLAGE
* Incorporated by reference to Exhibit 99.3 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997.
Page 9
<PAGE>
INDEX OF 1996 AUDITORS' REPORTS
Deloitte and Touche LLP
107-145 WEST 135TH STREET ASSOCIATES
ALGONQUIN TOWER LIMITED PARTNERSHIP
ALL HALLOWS ASSOCIATES
ALLENTOWN TOWNE HOUSE LIMITED PARTNERSHIP
ANGLERS MANOR ASSOCIATES
ANTIOCH APARTMENTS, LTD.
ARVADA HOUSE ASSOCIATES
AUDOBON PARK ASSOCIATES
BALDWIN OAKS ELDERLY, LTD.
BALDWIN TOWERS ASSOCIATES
BASSWOOD MANOR LIMITED PARTNERSHIP
BAYVIEW HUNTERS POINT APARTMENTS
BENSALEM GARDENS ASSOCIATES
BERKLEY LIMITED PARTNERSHIP
BLOOMSBURG ELDERLY ASSOCIATES
BRIARWOOD APARTMENTS
BRIGHTWOOD MANOR ASSOCIATES
BRINTON MANOR NO. 1 ASSOCIATES
BRINTON TOWERS ASSOCIATES
BROOKSIDE APARTMENTS ASSOCIATES
BUENA VISTA APARTMENTS, LTD.
CABELL ASSOCIATES OF LAKEVIEW
CALIFORNIA SQUARE II LIMITED PARTNERSHIP
CALIFORNIA SQUARE LIMITED PARTNERSHIP
CAMPBELL HEIGHTS ASSOCIATES
CANTERBURY GARDENS ASSOCIATES
CAPITAL PARK LIMITED PARTNERSHIP
CAROLINE ARMS LIMITED PARTNERSHIP
CENTER SQUARE ASSOCIATES
CENTRAL VILLAGE ASSOCIATES
CHAPEL NDP
CHEEK ROAD LIMITED PARTNERSHIP
CLAY COURTS ASSOCIATES
COLLEGE HEIGHTS
COLLEGE PARK APARTMENTS
COLLEGE PARK ASSOCIATES
COMMUNITY DEVELOPERS OF HIGH POINT
CONGRESS PARK ASSOCIATES II
COPPERWOOD II LIMITED
COPPERWOOD LIMITED
CUMBERLAND COURT ASSOCIATES
DARBY TOWNHOUSES ASSOCIATES
DARBY TOWNHOUSES LIMITED PARTNERSHIP
DARBYTOWN DEVELOPMENT ASSOCIATES
DELCAR-S, LTD.
DELCAR-T, LTD.
DIP LIMITED PARTNERSHIP
DIP LIMITED PARTNERSHIP--II
DIP LIMITED PARTNERSHIP--III
DISCOVERY LIMITED PARTNERSHIP
DORAL GARDENS ASSOCIATES
DORAL LIMITED PARTNERSHIP
DUQUESNE ASSOCIATES NO. 1
EDMOND ESTATES LIMITED PARTNERSHIP
ELDEN LIMITED PARTNERSHIP
ESBRO LIMITED PARTNERSHIP
FAIRMEADOWS LIMITED PARTNERSHIP
FAIRMONT #1 LIMITED PARTNERSHIP
FAIRMONT #2 LIMITED PARTNERSHIP
FAIRVIEW HOMES ASSOCIATES
FAIRWOOD ASSOCIATES
* Incorporated by reference to Exhibit 99.4 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997
PAGE 1
<PAGE>
INDEX OF 1996 AUDITORS' REPORTS
FEDERAL SQUARE VILLAGE
FIELD ASSOCIATES
FOREST GREEN LIMITED PARTNERSHIP
FOREST PARK ELDERLY ASSOCIATES
FORRESTER GARDENS, LTD.
FORT CARSON ASSOCIATES
FOXWOOD MANOR ASSOCIATES
FRANKLIN CHAPEL HILL ASSOCIATES
FRANKLIN EAGLE ROCK ASSOCIATES
FRANKLIN PARK LIMITED PARTNERSHIP
FRANKLIN PHEASANT RIDGE ASSOCIATES
FRANKLIN RIDGEWOOD ASSOCIATES
FRANKLIN WOODS ASSOCIATES
FRIENDSET HOUSING COMPANY
FRIO HOUSING, LTD.
G.W. CARVER LIMITED
GALION LIMITED PARTNERSHIP
GARFIELD HILL ASSOCIATES
GATEWAY VILLAGE ASSOCIATES
GLADYS HAMPTON HOUSES ASSOCIATES
GOLDEN APARTMENTS I
GOLDEN APARTMENTS II
GRANDVIEW APARTMENTS
GREATER MOUNT CALVARY TERRACE, LTD.
GREATER RICHMOND COMMUNITY DEVELOPMENT
CORP. I AND ASSOCIATES
GREATER RICHMOND COMMUNITY DEVELOPMENT
CORP. II AND ASSOCIATES
GREEN MOUNTAIN MANOR LIMITED PARTNERSHIP
GRIFFITH LIMITED PARTNERSHIP
GULFWAY LIMITED PARTNERSHIP
H.R.H. PROPERTIES, LTD.
HAMILTON HEIGHTS ASSOCIATES
HAROLD HOUSE LIMITED PARTNERSHIP
HATILLO HOUSING ASSOCIATES
HICKORY RIDGE ASSOCIATES, LTD.
HILLCREST GREEN APARTMENTS, LTD.
HILLSIDE VILLAGE ASSOCIATES
HILLTOP APARTMENTS ASSOCIATES
HILLTOP LIMITED PARTNERSHIP
HUDSON TERRACE ASSOCIATES
HURBELL II LIMITED PARTNERSHIP
HURBELL III LIMITED PARTNERSHIP
INDIAN VALLEY I LIMITED PARTNERSHIP
INDIAN VALLEY II LIMITED PARTNERSHIP
INDIAN VALLEY III LIMITED PARTNERSHIP
INGRAM SQUARE APARTMENTS, LTD.
JAMESTOWN VILLAGE ASSOCIATES
JERSEY PARK ASSOCIATES
JFK ASSOCIATES
JOHNSTON SQUARE ASSOCIATES
JVL 16 ASSOCIATES
JVL 18 ASSOCIATES
JVL 19 ASSOCIATES
JVL LIMITED
KENNEDY HOMES LIMITED PARTNERSHIP
KEY PARKWAY WEST ASSOCIATES
KIMBERLY ASSOCIATES LIMITED PARTNERSHIP
LA SALLE APARTMENTS
LA VISTA ASSOCIATES
LAFAYETTE MANOR ASSOCIATES
LAFAYETTE TOWNE ELDERLY, LTD.
LAFAYETTE TOWNE FAMILY, LTD.
LAKE FOREST APARTMENTS
LAS AMERICAS HOUSING ASSOCIATES
LASSEN ASSOCIATES
* Incorporated by reference to Exhibit 99.4 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997
PAGE 2
<PAGE>
INDEX OF 1996 AUDITORS' REPORTS
LAUREL GARDENS
LEWISBURG ASSOCIATES
LEWISBURG ELDERLY ASSOCIATES
LINCMAR ASSOCIATES
LINCOLN PARK ASSOCIATES
LOCK HAVEN ELDERLY ASSOCIATES
LOCK HAVEN GARDENS ASSOCIATES
LORING TOWERS APARTMENTS LIMITED PARTNERSHIP
M&P DEVELOPMENT COMPANY
MAPLE HILL ASSOCIATES
MAPLE PARK EAST LIMITED PARTNERSHIP
MAPLE PARK WEST LIMITED PARTNERSHIP
MAYFAIR MANOR LIMITED PARTNERSHIP
MEADOWOOD APARTMENTS--PHASE I
(MEADOWOOD ASSOCIATES)
MEADOWOOD APARTMENTS--PHASE II
(MEADOWOOD ASSOCIATES)
MEADOWOOD ASSOCIATES III, LTD.
MEADOWOOD TOWNHOUSES I LIMITED PARTNERSHIP
MEADOWOOD TOWNHOUSES III LIMITED PARTNERSHIP
MEADOWS APARTMENTS LIMITED PARTNERSHIP
MEADOWS EAST APARTMENTS LIMITED PARTNERSHIP
MENLO LIMITED PARTNERSHIP
MERCED COMMONS I
MERCED COMMONS II
MILL STREET ASSOCIATES
MIRAMAR HOUSING ASSOCIATES
MONTBLANC GARDEN APARTMENTS ASSOCIATES
MONTBLANC HOUSING ASSOCIATES
MORRISANIA TOWERS HOUSING COMPANY
MOSS GARDENS LTD.
MURPHY BLAIR ASSOCIATES III
NATIONAL HOUSING PARTNERSHIP REALTY FUND I
NATIONAL HOUSING PARTNERSHIP REALTY FUND III
NATIONAL HOUSING PARTNERSHIP REALTY FUND IV
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
NATIONAL HOUSING PARTNERSHIP RESI ASSOCIATES I
NEW LAKE VILLAGE APARTMENTS
NEW WEST 111TH STREET HOUSING COMPANY
NEW WEST 111TH STREET TWO ASSOCIATES
NEWTON HILL LIMITED PARTNERSHIP
NORTHGATE VILLAGE LIMITED PARTNERSHIP
NORTHLAKE TERRACE ASSOCIATES
NORTHWEST TERRACE ASSOCIATES
OAKLAND VILLAGE TOWNHOUSE ASSOCIATES
OCALA PLACE, LTD.
OLDE RIVERTOWN VENTURE
ONE LYTLE PLACE
ONE WEST CONWAY ASSOCIATES
ORANGE VILLAGE ASSOCIATES
PALM HOUSE LIMITED PARTNERSHIP
PARK AVENUE WEST I LIMITED PARTNERSHIP
PARK AVENUE WEST II LIMITED PARTNERSHIP
PARK CREEK LIMITED PARTNERSHIP
PAVILION ASSOCIATES
PERSHING WATERMAN PHASE I
PLACE ONE LIMITED PARTNERSHIP
POINT WEST LIMITED PARTNERSHIP
PORTFOLIO PROPERTIES EIGHT ASSOCIATES
PORTFOLIO PROPERTIES FIVE ASSOCIATES
PORTFOLIO PROPERTIES NINE ASSOCIATES
PORTFOLIO PROPERTIES SEVEN ASSOCIATES
PORTFOLIO PROPERTIES SIX ASSOCIATES
PORTFOLIO PROPERTIES TEN ASSOCIATES
PORTFOLIO PROPERTIES THREE ASSOCIATES
PORTFOLIO PROPERTIES TWELVE ASSOCIATES
PORTFOLIO PROPERTIES TWO ASSOCIATES
* Incorporated by reference to Exhibit 99.4 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997
PAGE 3
<PAGE>
INDEX OF 1996 AUDITORS' REPORTS
PORTLAND PLAZA PARTNERSHIP
PORTNER PLACE ASSOCIATES
POST STREET ASSOCIATES
PUEBLO APARTMENTS ASSOCIATES, LTD.
PW III ASSOCIATES LIMITED PARTNERSHIP
PW IV ASSOCIATES LIMITED PARTNERSHIP
RI-15 LIMITED PARTNERSHIP
RICHLIEU ASSOCIATES
RIVER FRONT APARTMENTS LIMITED PARTNERSHIP
RIVER WOODS ASSOCIATES
RIVERVIEW II ASSOCIATES
ROCKWELL LIMITED PARTNERSHIP
ROLLING MEADOWS OF ADA, LTD.
ROYAL TOWERS LIMITED PARTNERSHIP
RUFFIN ROAD ASSOCIATES
RUTHERFORD PARK TOWNHOUSES ASSOCIATES
SAN JOSE LIMITED PARTNERSHIP
SAN JUAN DEL CENTRO LIMITED PARTNERSHIP
SENCIT TOWNE HOUSE LIMITED PARTNERSHIP
SHERMAN TERRACE ASSOCIATES
SHOREVIEW APARTMENTS
SITE 10 COMMUNITY ALLIANCE ASSOCIATES
SNI DEVELOPMENT COMPANY
SOUTHMONT APARTMENTS
SOUTHRIDGE APARTMENTS LIMITED PARTNERSHIP
SOUTHWARD LIMITED PARTNERSHIP
SPRING BRIGHT LIMITED PARTNERSHIP
SPRING MEADOW LIMITED PARTNERSHIP
SPRUCE LIMITED PARTNERSHIP
SPRUCE PALM LIMITED PARTNERSHIP
STAFFORD APARTMENTS
STOCK ISLAND LIMITED PARTNERSHIP
STOREY MANOR ASSOCIATES
STRAWBRIDGE SQUARE ASSOCIATES LIMITED PARTNERSHIP
SUMMERSONG TOWNHOUSES LIMITED PARTNERSHIP
SUNRISE ASSOCIATES
SUNSET PLAZA APARTMENTS
SUSQUEHANNA VIEW LIMITED PARTNERSHIP
TIMBERLAKE APARTMENTS LIMITED PARTNERSHIP
TIMUQUANA PARK ASSOCIATES
TINKER CREEK LIMITED PARTNERSHIP
TOWN NORTH
TOWNVIEW TOWERS I PARTNERSHIP, LTD.
TREESLOPE APARTMENTS ASSOCIATES
TRINITY APARTMENTS
TRINITY TOWERS-14TH STREET ASSOCIATES, LTD.
UNITED HANDICAP FEDERATION APARTMENT ASSOCIATES
UNITED HOUSE ASSOCIATES
UNITED HOUSING PARTNERS-CARBONDALE, LTD.
UNITED REDEVELOPMENT ASSOCIATES
UNIVERSITY PLAZA ASSOCIATES
VANTAGE '78
VILLA DE GUADALUPE ASSOCIATES
VILLAGE CIRCLE APARTMENTS, LTD.
VILLAGE GREEN LIMITED PARTNERSHIP
VILLAGE PARK II
VISTAS DE SAN JUAN ASSOCIATES
WAICO APARTMENTS ASSOCIATES
WAICO PHASE II ASSOCIATES
WALDEN OAKS ASSOCIATES
WALMSLEY TERRACE ASSOCIATES
WALNUT HILLS ASSOCIATES, LTD.
WASH-WEST PROPERTIES
WASHINGTON MANOR LIMITED PARTNERSHIP
WATERS TOWERS ASSOCIATES
* Incorporated by reference to Exhibit 99.4 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997
PAGE 4
<PAGE>
INDEX OF 1996 AUDITORS' REPORTS
WEST OAK VILLAGE LIMITED PARTNERSHIP
WHITEFIELD PLACE, LTD.
WIGAR LIMITED PARTNERSHIP
WOODMARK LIMITED PARTNERSHIP
YADKIN ASSOCIATES
Edwards Leap & Sauer
BUFFALO VILLAGE ASSOCIATES
GENESSEE GARDENS ASSOCIATES
IDA TOWER
Fishbein & Company, P.C.
FRANKLIN HOUSING ASSOCIATES
FRANKLIN NEW YORK AVENUE ASSOCIATES
Freeman and Vessillo
CHATEAU GARDENS
CLUB APARTMENT ASSOCIATES
COUNTRY VILLA ASSOCIATES, L.P.
COUNTRYBROOK ASSOCIATES
CROSS CREEK LIMITED PARTNERSHIP
GRANDLAND REALTY ASSOCIATES, LTD.
KEMAR TOWNHOUSE ASSOCIATES, L.P.
LAKELAND EAST LIMITED PARTNERSHIP
MARTEN MANOR REALTY ASSOCIATES L.P.
Friduss, Lukee, Schiff &
Co., P.C.
62ND STREET LIMITED PARTNERSHIP
CENTRAL WOODLAWN LIMITED PARTNERSHIP
Goldenberg Rosenthal
Friedlander
ACADEMY GARDEN ASSOCIATES
BRUNSWICK VILLAGE LIMITED PARTNERSHIP
BUCKINGHAM HALL ASSOCIATES
CHURCHVIEW GARDENS ASSOCIATES
CHURCHVIEW GARDENS LIMITED PARTNERSHIP
Hansen, Hunter & Kibbee, P.C.
FRANKLIN CHANDLER ASSOCIATES
HAINES ASSOCIATES LIMITED PARTNERSHIP
KING-BELL ASSOCIATES
MONMOUTH ASSOCIATES LIMITED PARTNERSHIP
PENDLETON RIVERSIDE APARTMENTS OREG., LTD.
PENN HALL ASSOCIATES LIMITED PARTNERSHIP
RODEO DRIVE LIMITED PARTNERSHIP
SOUTH MOUNTAIN TERRACE, LTD.
J.A. Plumer & Co.
630 EAST LINCOLN AVENUE ASSOCIATES
ASPEN STRATFORD APARTMENTS COMPANY B
ASPEN STRATFORD APARTMENTS COMPANY C
ATHENS ARMS ASSOCIATES
BENJAMIN BANNEKER PLAZA ASSOCIATES
BENTON SQUARE, LTD.
BRIGHTWOOD LIMITED PARTNERSHIP
CARTER ASSOCIATES LIMITED PARTNERSHIP
CHRISTOPHER COURT HOUSING COMPANY
COLONIAL TERRACE I ASSOCIATES
COLONIAL TERRACE II ASSOCIATES
CONCORD HOUSES ASSOCIATES
DUKE MANOR ASSOCIATES
ELDERLY HOUSING ASSOCIATES LTD. PARTNERSHIP
FERNCLIFF LIMITED PARTNERSHIP
FOREST APARTMENTS ASSOCIATES
* Incorporated by reference to Exhibit 99.4 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997
PAGE 5
<PAGE>
INDEX OF 1996 AUDITORS' REPORTS
GATE MANOR APARTMENTS, LTD.
GREENFIELD APARTMENTS LIMITED PARTNERSHIP
GREENFIELD LIMITED PARTNERSHIP
GREENFIELD NORTH APARTMENTS LIMITED PARTNERSHIP
GREENFIELD NORTH LIMITED PARTNERSHIP
HAILI ASSOCIATES
HOLLOWS ASSOCIATES
HOUSTON ARISTOCRAT APARTMENTS, LTD.
KAPUNA ASSOCIATES
KIMBERTON APARTMENTS ASSOCIATES
KOOLAU HOUSING ASSOCIATES
LAKEVIEW ARMS ASSOCIATES
LEE-HY MANOR ASSOCIATES LIMITED PARTNERSHIP
LOCUST PARK ASSOCIATES
LORING TOWERS ASSOCIATES
MILLIKEN APARTMENTS COMPANY
MONUMENT STREET LIMITED PARTNERSHIP
NEIGHBORHOODS OF THE UNIVERSITIES LOCK STREET
APARTMENTS COMPANY
OAK HOLLOW SOUTH ASSOCIATES
OAK PARK LIMITED PARTNERSHIP
ORCHARD MEWS ASSOCIATES
OXFORD PLACE ASSOCIATES
PITTSFIELD NEIGHBORHOOD ASSOCIATES
PORTFOLIO PROPERTIES FOUR ASSOCIATES
PRINCE STREET TOWERS LIMITED PARTNERSHIP
REGISTRY SQUARE, LTD.
SENCIT-LEBANON COMPANY
ST. NICHOLAS ASSOCIATES
TAMARAC PINES, LTD.
TAMARAC PINES II, LTD.
TAUNTON GREEN ASSOCIATES
TAUNTON II ASSOCIATES
THE NATIONAL HOUSING PARTNERSHIP--II
TOMPKINS TERRACE ASSOCIATES
WAIPAHU ASSOCIATES
WASHINGTON CHINATOWN ASSOCIATES
WINDSOR APARTMENTS ASSOCIATES
WOODCREST APARTMENTS, LTD.
WORCHESTER EPISCOPAL HOUSING COMPANY
Prague & Richmond
CROSLAND HOUSING ASSOCIATES
Reznick, Fedder &
Silverman
BEAUTIFUL VILLAGE ASSOCIATES REDEVELOPMENT COMPANY
BRANCHWOOD TOWERS LIMITED PARTNERSHIP
BROOKVIEW APARTMENTS COMPANY LIMITED
CITRUS PARK ASSOCIATES, LTD.
CLOVER RIDGE EAST LIMITED PARTNERSHIP
COLONY APARTMENTS COMPANY LIMITED
COMMUNITY CIRCLE II, LIMITED
COPPERSTONE CIRCLE LIMITED PARTNERSHIP
COPPERSTONE LIMITED PARTNERSHIP
COUNTRY LAKES ASSOCIATES TWO
DIAKONIA ASSOCIATES LIMITED PARTNERSHIP
EAST HAMPTON LIMITED PARTNERSHIP
EASTON TERRACE I ASSOCIATES
EASTRIDGE APARTMENTS
EASTRIDGE APARTMENTS ASSOCIATES
EDGEWOOD II ASSOCIATES
EMORY GROVE ASSOCIATES LIMITED PARTNERSHIP
EMORY GROVE LIMITED PARTNERSHIP
FAIRBURN & GORDON ASSOCIATES, PHASE I
FAIRBURN & GORDON ASSOCIATES, PHASE II
FIRST ALEXANDRIA ASSOCIATES
* Incorporated by reference to Exhibit 99.4 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997
PAGE 6
<PAGE>
INDEX OF 1996 AUDITORS' REPORTS
FLATBUSH NSA ASSOCIATES
FRANKLIN SQUARE SCHOOL ASSOCIATES
GATES MILL I LIMITED PARTNERSHIP
GROSVENOR HOUSE ASSOCIATES LIMITED PARTNERSHIP
INTOWN WEST ASSOCIATES LIMITED PARTNERSHIP
LAING VILLAGE
LAKE AVENUE ASSOCIATES
LAKE CROSSING LIMITED PARTNERSHIP
LAKEHAVEN ASSOCIATES ONE
LAKEHAVEN ASSOCIATES TWO
LINDEN COURT ASSOCIATES
LOUDOUN HOUSE LIMITED PARTNERSHIP
MONACO ARMS ASSOCIATES I
MONACO ARMS ASSOCIATES II
MUSKE LIMITED PARTNERSHIP
NATICK ASSOCIATES
OAKCREST TERRACE APARTMENTS
OAKLAND CITY/WEST END ASSOCIATES, LTD.
OAKWOOD LIMITED PARTNERSHIP
OAKWOOD MUSKEGON ASSOCIATES
ORANGEBURG MANOR
PARKVIEW ASSOCIATES
PLEASANT VALLEY APARTMENTS, LTD.
QUEENSTOWN APARTMENTS LIMITED PARTNERSHIP
RUSCOMBE GARDENS LIMITED PARTNERSHIP
SANDY SPRINGS ASSOCIATES, LTD.
SENCIT-JACKSONVILLE COMPANY, LTD.
TIFFANY REHAB ASSOCIATES
TWIN TOWERS ASSOCIATES
TYEE ASSOCIATES LIMITED PARTNERSHIP
URBANIZACION MARIA LOPEZ HOUSING COMPANY
VILLAGE GREEN APARTMENTS COMPANY LIMITED
VINEVILLE TOWERS ASSOCIATES, LTD.
WESTGATE APARTMENTS
WESTMINSTER ASSOCIATES
WOLLASTON MANOR ASSOCIATES
WOODSIDE VILLAGE LIMITED PARTNERSHIP
Robert Ercolini & Company
2900 VAN NESS ASSOCIATES
7400 ROOSEVELT INVESTORS
CONNECTICUT COLONY ASSOCIATES LIMITED PARTNERSHIP
FAIRFAX ASSOCIATES LIMITED PARTNERSHIP
GREATER HARTFORD ASSOCIATES LIMITED PARTNERSHIP
IVANHOE ASSOCIATES LIMITED PARTNERSHIP
NORCO ASSOCIATES
RIDGE CARLTON ASSOCIATES LIMITED PARTNERSHIP
RIVER LOFT APARTMENTS LIMITED PARTNERSHIP
SCOTCH ASSOCIATES LIMITED PARTNERSHIP
SCOTCH LANE ASSOCIATES
STANDART WOODS ASSOCIATES LIMITED PARTNERSHIP
WEST LAKE ARMS LIMITED PARTNERSHIP
WYNTRE BROOK ASSOCIATES
Russell, Thompson, Butler
& Houston
CHESTERFIELD HOUSING ASSOCIATES
COMMUNITY DEVELOPERS OF PRINCEVILLE
EASTCOURT VILLAGE PARTNERS
EUSTIS APARTMENTS, LTD
GROVE PARK VILLAS LTD
HEMINGWAY HOUSING ASSOCIATES
* Incorporated by reference to Exhibit 99.4 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997
PAGE 7
<PAGE>
INDEX OF 1996 AUDITORS' REPORTS
HIGHLANDS VILLAGE II
HOUSING ASSISTANCE OF MOUNT DORA, LTD.
HOUSING ASSISTANCE OF ORANGE CITY, LTD.
HOUSING ASSISTANCE OF SEBRING, LTD.
HOUSING ASSISTANCE OF VERO BEACH, LTD.
HURBELL I LIMITED PARTNERSHIP
HURBELL IV LIMITED PARTNERSHIP
LAKE WALES VILLAS LTD
LAKEVIEW VILLAS, LTD.
MCCOLL HOUSING ASSOCIATES
ORANGE CITY VILLAS II, LTD.
PARKVIEW APARTMENTS
PEPPERTREE VILLAGE OF AVON PARK, LTD.
SOUTH HIAWASSEE VILLAGE, LTD.
ST. GEORGE VILLAS
THE MEADOWS APARTMENTS, LTD.
UNITED HOUSING PARTNERS--CUTHBERT, LTD.
UNITED HOUSING PARTNERS--ELMWOOD, LTD.
UNITED HOUSING PARTNERS--MORRISTOWN, LTD.
UNITED HOUSING PARTNERS--WELCH, LTD.
WOODSIDE VILLAS OF ARCADIA, LTD.
Sciarabba Walker & Co.
LLP
ABBOTT ASSOCIATES
Wallace Sanders & Company
NHP CHAPPARAL ASSOCIATES, L.P.
NHP COUNTRY CLUB WOODS ASSOCIATES, L.P.
NHP COUNTRY CLUB WOODS, L.P.
NHP GREENBRIAR ASSOCIATES, L.P.
NHP GREENBRIAR, L.P.
NHP HESSIAN HILLS, L.P.
NHP HIGH RIVER, L.P.
NHP SPRING LAKE MANOR ASSOCIATES, L.P.
NHP SPRING LAKE MANOR, L.P.
NHP TOWN & COUNTRY/COUNTRY PLACE ASSOCIATES, L.P.
NHP TOWN & COUNTRY/COUNTRY PLACE, L.P.
NHP TOWNHOUSE ASSOCIATES, L.P.
NHP TOWNHOUSE, L.P.
NHP TWIN GATES EAST, L.P.
NHP WILL-O-WISP ARMS, L.P.
Warady and Davis
CENTRAL WOODLAWN REHAB JOINT VENTURE
CHURCH STREET ASSOCIATES
MRR LIMITED PARTNERSHIP
NEW VISTAS APARTMENTS ASSOCIATES
NEW VISTAS APARTMENTS ASSOCIATES--PHASE II
PALMER SQUARE APARTMENTS ASSOCIATES
PARKWAYS ASSOCIATES
THE NORTH WASHINGTON PARK PARTNERSHIP
THE OAK PARK PARTNERSHIP
THE ROGERS PARK PARTNERSHIP
Ziner and Company, P.C.
UNITED FRONT HOMES
Zinner & Co.
VISTULA HERITAGE VILLAGE
* Incorporated by reference to Exhibit 99.4 to the Registration Statement on
Form 8-K/A dated June 3, 1997 filed by Apartment Investment and Management
Company (AIMCO) on June 27, 1997
PAGE 8
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Partners
of NHP Real Estate Companies (as defined in Note 1):
We have audited the accompanying combined balance sheets of NHP Real Estate
Companies, as defined in Note 1 (the "Company"), as of December 31, 1996 and
1995, and the related combined statements of operations, changes in
shareholders' equity (deficit) and partners' capital (deficit), net and cash
flows for each of the three years in the period ended December 31, 1996.
These combined financial statements and the schedules referred to below are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these combined financial statements and schedules based
on our audits. We did not audit the 1996, 1995 and 1994 financial statements
of certain real estate partnerships accounted for under the equity method,
which represent 5 percent and 6 percent of total assets in 1996 and 1995,
respectively, 7 percent and 6 percent in 1996 and 1995, respectively, of
total liabilities and 23 percent, 49 percent, and 20 percent in 1996, 1995,
and 1994, respectively, of net income (loss). The financial statements of
these real estate partnerships were audited by other auditors whose reports
have been furnished to us, and our opinion, insofar as it relates to the
amounts for these real estate partnerships, is based solely on the reports of
the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an 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 and the reports of other auditors provide a
reasonable basis for our opinion.
Certain of the reports of other auditors referred to above indicate that
there is a substantial doubt about certain of the real estate partnerships'
ability to continue as going concerns. However, in our opinion, the uncertainty
is not material in relation to the combined financial statements.
<PAGE>
Page 2
In our opinion, based on our audits and the reports of other auditors, the
combined financial statements referred to above present fairly, in all
material respects, the financial position of the Company (as defined in Note 1)
as of December 31, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1996,
in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
combined financial statements taken as a whole. Schedule II -- Rollforward of
Allowance for Doubtful Accounts and Schedule III -- Real Estate and Accumulated
Depreciation are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not a part of the basic combined
financial statements. These schedules have been subjected to the auditing
procedures applied in the audits of the basic combined financial statements
and, in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic combined financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
Washington, D.C.,
May 5, 1997 (except with
respect to the matters
discussed in Note 17, as to
which the date is June 3,
1997)
<PAGE>
NHP REAL ESTATE COMPANIES (as defined in Note 1)
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------ MARCH 31,
1995 1996 1997
-------------- -------------- --------------
(UNAUDITED)
<S> <C> <C> <C>
Assets:
Land, buildings and
furniture, fixtures and
equipment, net............ $ 115,398,707 $ 105,920,840 $ 94,923,423
Investment in real estate
partnerships.............. 28,763,452 26,210,696 24,419,986
Notes receivable............ 17,511,219 9,465,600 9,465,600
Insurance losses
recoverable............... 4,522,215 4,989,950 7,920,355
Deposits and deferred
costs..................... 9,115,127 8,389,860 7,204,825
Cash and cash equivalents... 8,354,833 13,912,591 11,881,985
Investments in securities... 8,335,304 5,007,124 4,961,956
Receivables, substantially all
from related parties net of
allowance for doubtful
accounts of $500,031,
$754,826 and $659,896 at
December 31, 1995, 1996, and
March 31, 1997, respectively 1,282,652 2,212,454 8,110,982
-------------- -------------- --------------
Total assets...... $ 193,283,509 $ 176,109,115 $ 168,889,112
-------------- -------------- --------------
-------------- -------------- --------------
Liabilities:
Mortgages payable........... $ 117,764,384 $ 111,214,993 $ 100,011,755
Notes payable............... 3,261,456 1,080,278 1,080,278
Losses in excess of
investment in real
estate partnerships....... 27,200,731 30,953,268 30,850,507
Insurance claims and loss
reserves.................. 15,113,683 15,667,583 21,254,934
Accrued interest payable.... 3,262,165 3,750,090 1,856,251
Accounts payable, accrued
expenses and other
liabilities............... 5,889,721 6,624,159 8,678,223
Deferred revenue and gains.. 1,916,972 1,975,110 1,457,511
Accrued lease liability..... 16,307,000 12,480,093 11,885,000
Due to NHP Incorporated..... 3,172,029 1,122,915 689,371
-------------- -------------- --------------
Total liabilities. 193,888,141 184,868,489 177,763,830
-------------- -------------- --------------
Minority interest........... 723,287 892,377 968,064
Shareholders' equity (deficit)
and partners' deficit, net:
Unrealized gain on
investments............... 701,313 352,482 302,680
Common stock, $0.01 par value,
10,000 shares authorized;
10,000 shares issued and
outstanding at December 31,
1995, 1996, and March 31,
1997, respectively........ 100 100 100
Additional paid-in capital.. 71,593,724 71,593,724 71,593,724
Retained earnings (deficit). (61,226,552) (71,366,677) (70,326,706)
Partners' deficit........... (12,396,504) (10,231,380) (11,412,580)
-------------- -------------- --------------
Total shareholders'
equity (deficit) and
partners' deficit,
net...................... (1,327,919) (9,651,751) (9,842,782)
-------------- -------------- --------------
Total liabilities and
equity.................... $ 193,283,509 $ 176,109,115 $ 168,889,112
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of these
combined financial statements.
<PAGE>
<TABLE>
<CAPTION>
NHP REAL ESTATE COMPANIES (as defined in Note 1)
COMBINED STATEMENTS OF OPERATIONS
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
------------------------------------------- ---------------------------
1994 1995 1996 1996 1997
------------- ------------- ------------- ------------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Rental revenues........................ $ 28,487,806 $ 28,625,650 $ 28,161,127 $ 7,220,259 $ 6,729,120
Mortgage finance revenues.............. 447,824 2,110,615 -- -- --
Insurance revenues, substantially all
from related parties................. 2,978,813 3,238,968 4,793,061 996,932 445,949
Income on investment securities........ 338,982 621,893 1,207,144 558,849 203,455
Interest on advances to real estate
partnerships, substantially all from
related parties...................... 1,240,182 1,348,472 1,999,911 12,031 118,794
Partnership administrative and other
fees, substantially all from related
parties.............................. 1,614,943 2,207,198 2,254,064 462,161 479,392
------------- ------------- ------------- ------------- ------------
Total revenues......................... 35,108,550 38,152,796 38,415,307 9,250,232 7,976,710
------------- ------------- ------------- ------------- ------------
Operating expenses:
Salaries and benefits.................. 5,793,779 5,226,383 6,186,631 1,444,768 1,578,675
Other general and administrative
expenses............................. 6,659,178 6,368,265 5,248,149 1,556,952 1,131,734
Other operating expenses............... 10,284,897 10,948,172 10,908,304 2,784,733 2,423,873
Management fee expense................. 1,304,728 1,715,444 1,314,322 326,621 340,387
Depreciation and amortization
expense.............................. 3,681,402 4,001,562 3,903,688 1,038,386 809,920
Provision for insurance claims and loss
reserves............................. 3,015,852 2,456,131 3,971,186 980,872 381,613
Interest expense....................... 10,194,244 10,918,015 10,399,626 2,541,966 2,124,340
------------- ------------- ------------- ------------- ------------
Total operating expenses............... 40,934,080 41,633,972 41,931,906 10,674,298 8,790,542
------------- ------------- ------------- ------------- ------------
Other income (expense):
Write-down of notes receivable......... -- -- (5,219,519) -- --
Equity in real estate partnership
investment income (losses), net...... 1,503,655 (2,904,732) (5,730,958) (2,654,381) (1,231,544)
Gain on disposition of real estate
investments, net..................... 11,877,704 5,577,111 9,587,321 590,895 3,881,522
------------- ------------- ------------- ------------- ------------
Income (loss) before income taxes
and minority interest................ 7,555,829 (808,797) (4,879,755) (3,487,552) 1,836,146
Provision for income taxes............. -- -- -- -- --
Income (loss) before minority
interest............................. 7,555,829 (808,797) (4,879,755) (3,487,552) 1,836,146
Minority interest...................... (66,200) 14,846 4,754 (10,450) 22,625
------------- ------------- ------------- ------------- ------------
Net income (loss)...................... $ 7,489,629 $ (793,951) $ (4,875,001) $ (3,498,002) $ 1,858,771
------------- ------------- ------------- ------------- ------------
------------- ------------- ------------- ------------- ------------
</TABLE>
The accompanying notes are an integral part of these
combined financial statements.
<PAGE>
<TABLE>
<CAPTION>
NHP REAL ESTATE COMPANIES (as defined in Note 1)
COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS'
EQUITY (DEFICIT) AND PARTNERS' CAPITAL (DEFICIT), NET
TOTAL
SHAREHOLDERS'
EQUITY
(DEFICIT)
COMMON STOCK AND PARTNERS'
--------------------- PARTNERS' ADDITIONAL RETAINED CAPITAL
PAR CAPITAL PAID-IN EARNINGS (DEFICIT),
SHARES VALUE (DEFICIT) CAPITAL (DEFICIT) NET
---------- --------- -------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1994.......... -- $ -- $ 39,699,540 $ -- $ (57,005,681) $ (17,306,141)
Net income........................ 3,822,212 -- 3,667,417 7,489,629
---------- --------- -------------- ------------- -------------- ---------------
Balance at December 31, 1994........ 43,521,752 (53,338,264) (9,816,512)
Formation of NHP Partners, Inc.... 10,000 100 100
Contribution from NHPI prior to the
Transaction..................... 8,581,131 8,581,131
Contribution of intercompany
receivable from the National
Housing Partnership to NHP
Partners, Inc................... (63,012,593) 63,012,593
Net Income (loss)................. 7,094,337 (7,888,288) (793,951)
---------- --------- -------------- ------------- -------------- ---------------
Balance at December 31, 1995........ 10,000 100 (12,396,504) 71,593,724 (61,226,552) (2,029,232)
Dividend.......................... (3,100,000) (3,100,000)
Net income (loss)................. 2,165,124 (7,040,125) (4,875,001)
---------- --------- -------------- ------------- -------------- ---------------
Balance at December 31, 1996........ 10,000 100 (10,231,380) 71,593,724 (71,366,677) (10,004,233)
Dividend (Unaudited).............. (2,000,000) (2,000,000)
Net income (loss) (Unaudited)..... (1,181,200) 3,039,971 1,858,771
---------- --------- -------------- ------------- -------------- ---------------
Balance at March 31, 1997
(Unaudited)....................... 10,000 $ 100 $ (11,412,580) $ 71,593,724 $ (70,326,706) $ (10,145,462)
---------- --------- -------------- ------------- -------------- ---------------
---------- --------- -------------- ------------- -------------- ---------------
</TABLE>
The accompanying notes are an integral part of these
combined financial statements.
<PAGE>
NHP REAL ESTATE COMPANIES (as defined in Note 1)
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
------------------------------------------- ----------------------------
1994 1995 1996 1996 1997
------------- ------------- ------------- ------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)..................... $ 7,489,629 $ (793,951) $ (4,875,001) $ (3,498,002) $ 1,858,771
Adjustments to reconcile net income
(loss) to net cash used in
operating activities-
Gain on disposition of real estate
investments....................... (11,877,704) (5,577,111) (9,587,321) (590,895) (3,881,522)
(Gain) loss on disposition of
investment in securities, net..... -- (30,823) (484,836) 334,643 (12,369)
Depreciation and amortization....... 3,681,402 4,001,562 3,903,688 1,038,386 809,920
Write-down of notes receivable...... -- -- 5,219,519 -- --
Amortization of deferred financing
costs............................. 189,053 318,489 301,739 75,779 76,483
Equity in real estate partnership
investment (income) losses, net... (1,503,655) 2,904,732 5,730,958 2,654,381 1,231,544
Minority interest................... 66,200 (14,846) (4,754) 10,450 (22,625)
Reduction in accrued lease
liability......................... (1,150,000) (967,873) (3,826,907) (409,000) (595,093)
(Increase) decrease in receivables,
net............................... (320,284) 464,812 (3,003,218) (7,862,143) (6,700,914)
(Increase) in insurance losses
recoverable....................... (669,154) (1,248,386) (467,735) (703,678) (2,930,405)
(Increase) decrease in deposits and
deferred costs.................... (875,485) (1,819,181) 525,658 278,369 966,155
Increase (decrease) in accrued
interest payable.................. 1,066,401 3,062,794 1,037,825 (88,931) (210,191)
Increase (decrease) in accounts
payable, accrued expenses and other
liabilities....................... 1,254,059 (2,355,139) 1,234,989 (232,830) 2,851,742
(Decrease) increase in deferred
revenue and gains................. (838,214) 100,483 59,729 2,955,320 (517,599)
Increase in insurance claims and loss
reserves.......................... 1,639,865 1,244,716 553,900 3,957,172 5,587,351
------------- ------------- ------------- ------------- -------------
Net cash used in
operating activities............ (1,847,887) (709,722) (3,681,767) (2,080,979) (1,488,752)
------------- ------------- ------------- ------------- -------------
Cash flows from investing activities:
Investments in securities............. (4,611,998) (4,926,410) (1,316,461) (405,122) (73,192)
Proceeds from sales/maturities of
investments......................... -- 1,957,012 4,795,994 1,710,233 80,927
Investments in real estate
partnerships-
Proceeds from dispositions/
refinancings...................... 11,696,020 3,703,866 13,484,605 337,238 2,578,739
Return of investment/distributions.. 2,321,311 1,246,852 3,460,868 335,564 518,501
Investments in continuing real
estate partnerships............... (4,917,166) (2,276,788) (3,272,240) (1,707,080) (1,208,372)
New acquisitions.................... -- (8,792,847) (1,689,246) (1,348,246) --
Payments received on notes receivable. -- -- 2,826,100 -- --
(Payments to) proceeds from joint
ventures and other investments...... (62,309) 2,274,789 46,265 47,297 213,564
(Decrease) increase in minority
interest............................ (822,006) 290,427 (18,569) -- --
Purchase of fixed assets.............. (2,105,991) (1,832,585) (711,221) (178,552) (15,239)
------------- ------------- ------------- ------------- -------------
Net cash provided by (used in)
investing activities............ 1,497,861 (8,355,684) 17,606,095 (1,208,668) 2,094,928
------------- ------------- ------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these
combined financial statements.
<PAGE>
NHP REAL ESTATE COMPANIES (as defined in Note 1)
COMBINED STATEMENTS OF CASH FLOWS
(Continued)
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
------------------------------------------- ----------------------------
1994 1995 1996 1996 1997
------------- ------------- ------------- ------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from financing activities:
Proceeds from (repayment of)
borrowings, net................... $ (1,615,254) $ (1,445,217) $ (1,022,463) $ 100,436 $ (203,238)
Net borrowings/(repayments)
from/(to) related parties......... -- 1,683,624 (2,181,178) (1,050,646) --
Dividends paid...................... -- -- (3,100,000) -- (2,000,000)
Distributions to minority partners.. (55,990) (91,046) (13,815) -- --
Net borrowings/(repayments)
from/(to) NHP Incorporated......... -- 3,037,993 (2,049,114) 2,696,202 (433,544)
Contribution from
NHPI prior to
the Transaction................... -- 8,553,830 -- -- --
Pre-Transaction activity with NHP
Incorporated...................... (1,714,018) (1,450,567) -- -- --
------------- ------------- ------------- ------------- -------------
Net cash (used in) provided by
financing activities.......... (3,385,262) 10,288,617 (8,366,570) 1,745,992 (2,636,782)
------------- ------------- ------------- ------------- -------------
(Decrease) increase in cash and cash
equivalents......................... (3,735,288) 1,223,211 5,557,758 (1,543,655) (2,030,606)
Cash and cash equivalents, beginning
of period........................... 10,866,910 7,131,622 8,354,833 8,354,833 13,912,591
------------- ------------- ------------- ------------- -------------
Cash and cash equivalents, end of
period.............................. $ 7,131,622 $ 8,354,833 $ 13,912,591 $ 6,811,178 $ 11,881,985
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Supplemental disclosure of cash flow
information:
Cash interest payments.............. $ 8,741,893 $ 10,384,753 $ 9,201,243 $ 2,100,218 $ 2,082,155
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Non-cash investing activities:
Distribution of fixed
assets to NHPI...................... $ -- $ 27,301 $ -- -- --
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- -------------- -------------
- ---------
</TABLE>
The accompanying notes are an integral part of these
combined financial statements.
<PAGE>
NHP REAL ESTATE COMPANIES (as defined in Note 1)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1995, AND 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The combined financial statements include the accounts of The National
Housing Partnership, NHP Partners, Inc., and its wholly owned subsidiaries:
NHP Servicing Group, NHP Real Estate Corporation, NHP-HG, Inc., NHP-HG Two,
Inc., NHP-HG III, Inc., NHP-HG Four, Inc., NHP-HG Five, Inc., NHP-HG Ten,
Inc., NHP-HG Eleven, Inc., NHP-HG Twelve, Inc., NHP HDV, Inc., NHP HDV Two,
Inc., NHP Capital Corp., the National Corporation for Housing Partnerships,
HPI Limited, Inc. ("HPI") and their wholly owned subsidiaries and majority
owned real estate partnerships, collectively referred to as "NHP Real Estate
Companies" or the "Company."
As of January 1, 1994, all of the entities forming the Company as listed
above, with the exception of NHP Partners, Inc., were operating subsidiaries
of NHP Incorporated ("NHPI"). On August 16, 1995, NHPI formed a new
subsidiary, NHP Partners, Inc., and contributed all of its subsidiaries
holding real estate operations and HPI (the entities forming the Company as
listed above), with the exception of the National Housing Partnership, to NHP
Partners, Inc. Concurrently, in connection with an initial public offering
("IPO") of its common stock, NHPI sold NHP Partners, Inc. and the National
Housing Partnership to NHP Partners Limited Partnership and NHP Partners Two
Limited Partnership, respectively, (hereafter referred to as the
"Transaction"). At December 31, 1996, both NHP Partners Limited Partnership
and NHP Partners Two Limited Partnership were wholly owned by the previous
controlling shareholders of NHPI, Demeter Holdings Corporation, Capricorn
Investors, L.P., and J. Roderick Heller, III (see Note 17). Due to the
related party nature of the Transaction, the accounts of NHP Partners, Inc.,
and The National Housing Partnership continue to be reflected at their
historical cost.
Combined financial statements have been presented as these entities have
been under common control and management for all periods presented, and are
expected to be acquired in a business combination with Apartment Investment and
Management Company ("AIMCO") (see Note 17).
NATURE OF BUSINESS
The Company's operations consist primarily of owning and acquiring general
and limited partnership interests in multi-family rental housing properties
principally in the United States. One of the Company's wholly owned
subsidiaries, HPI, is a reinsurance company which reinsures certain risks
associated with apartment properties in which the Company has an ownership
interest. HPI's principal activity is the reinsurance of property and general
liability risks for affiliated multi-family rental properties.
<PAGE>
2
COMBINED FINANCIAL STATEMENTS
The combined financial statements include the accounts of the Company and
its subsidiaries and controlled affiliates. Investments in 50 percent or less
owned affiliates over which the Company has the ability to exercise significant
influence are accounted for using the equity method.
NHPI continues to provide services to the Company, and revenues and expenses
between the Company and NHPI both prior to and after the Transaction have not
been eliminated from the Company's revenues and expenses in the combined
financial statements. All material intercompany accounts and transactions have
been eliminated in consolidation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
REVENUE RECOGNITION
Mortgage finance revenues in 1994 and 1995 represent fees received for
providing asset management, loan servicing and other advisory services to owners
of discounted multi-family debt and real estate sold by the Resolution Trust
Corporation ("RTC"). These fees are recognized as services are rendered. The
Company is no longer providing these services and, thus, no revenues were
recognized in 1996, and no further revenues are anticipated.
Insurance premiums are recognized as revenue on a pro-rata basis over the
periods of the respective policies.
Interest on advances to real estate partnerships relates to loans made to
multi-family partnerships by the Company as general partner. Interest is paid by
the partnerships only to the extent distributable cash flow of the partnerships,
as defined, is available. Partnership administrative fees are earned for
providing administrative services to certain partnerships in which the Company
has an ownership interest. These fees are payable only to the extent
distributable cash flow of the partnership, as defined, is available. The
Company accrues interest on advances and partnership administration fees as they
are earned and establishes a reserve equal to the amount of accrued fees that
are not assured of being paid, which is equal to 100 percent of the fees that
are not currently paid.
<PAGE>
3
Property owned by the Majority-Owned Partnerships (see below) is subject to
numerous tenant leasing arrangements having initial terms of one year or
less. Rental revenue is recognized on a straight-line basis over the term of
the related lease.
REAL ESTATE, GENERAL PARTNER AND LIQUIDITY RISKS
Real property investments are subject to varying degrees of risk. The yields
available from equity investments in real estate depend on the amount of
income generated and expenses incurred. The Company's income and cash flows
from the Majority-Owned Partnerships (see below) and its real estate equity
investments may be adversely affected by the general economic climate, local
conditions such as oversupply of apartments or a reduction in demand for
apartments in the area, the attractiveness of the properties to tenants,
competition from other available apartments, the ability of the properties'
managers to provide adequate maintenance and insurance, and increases in
operating costs (including real estate taxes). The Company's income and cash
flows from the Majority-Owned Partnerships (see below) and its real estate
investments would also be adversely affected if a significant number of
tenants were unable to pay rent or apartments could not be rented on
favorable terms. Certain significant expenditures associated with real
property investments (such as debt service, real estate taxes and maintenance
costs) generally are not reduced when circumstances cause a reduction in
income from the investments. In addition, income and cash flows from
properties and real estate values are also affected by such factors as
applicable laws, including tax laws, interest rate levels and the
availability of financing. The Company is the general partner in the majority
of the entities in which the Company holds partnership interest. Under the
general principles of partnership law, a general partner in a limited
partnership may, under certain circumstances, have liabilities beyond its
original investment to third parties affiliated and doing business with the
partnership.
Aside from cash flow generated by the Majority-Owned Partnerships, the
Company's liquidity is dependent primarily on partnership distributions and
proceeds from sales and refinancings of real estate owned by partnerships in
which the Company has an equity investment.
<PAGE>
4
INCOME TAXES
Because of its organizational structure, income taxes are recognized
differently for certain entities within the Company. The entities structured as
partnerships are not income tax paying entities and, accordingly, no provision
has been recorded for Federal or state income tax purposes. The partners are
individually responsible for reporting their share of taxable income on their
income tax returns. In the event of an examination of the partnerships' tax
returns by the Internal Revenue Service, the income tax liability of the
partners could be changed if an adjustment in the partnerships' income is
ultimately sustained by the taxing authorities.
The entities structured as corporations account for income taxes in
accordance with the requirements of Statement of Financial Accounting Standards
("SFAS") No. 109, "Accounting for Income Taxes." Deferred taxes result from the
temporary differences between financial and income tax bases of assets and
liabilities. Deferred tax assets not projected to be recovered are reserved as
part of the deferred tax provision (see Note 12).
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with initial maturities
of 90 days or less to be cash equivalents. Of the total cash and cash
equivalents, $3,663,524 and $8,983,036 is held by and used in the operations
of HPI as of December 31, 1995 and 1996, respectively, and $1,780,545 and
$2,393,877 is held by and used in the operations of the Majority Owned
Partnerships as of December 31, 1995 and 1996, respectively, and is not
readily available for use by NHP Partners, Inc., and The National Housing
Partnership.
INVESTMENTS IN SECURITIES
Investments, all of which are held by and used in the operations of HPI and
are not readily available for use by NHP Partners, Inc. and the National
Housing Partnership, are classified as available for sale under the terms of
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" and are stated at market values. The net unrealized gain/loss in
the value of investments is reflected as a separate component of
shareholders' equity (deficit) and partners' capital (deficit), net. Gains
and losses on investments are determined by specific determination.
INVESTMENT IN REAL ESTATE PARTNERSHIPS
The Company has ownership interest (generally 1-5 percent) in over 500 real
estate partnerships (collectively, the "Partnerships," and individually, the
"Partnership") which own multi-family apartment properties located in
approximately 40 states, the District of Columbia and Puerto Rico. As of
December 31, 1996, the Company also owns majority interests in fourteen real
estate partnerships (primarily multi-family housing developments) which are
consolidated for financial reporting purposes (collectively, the
"Majority-Owned Partnerships"). The Company is the general partner in the
majority of the entities in which the Company holds partnership interests.
However, the terms of the related partnership agreements specify that the
limited partners are required to vote on major decisions regarding the
disposal of real estate owned by the partnership. The limited partners also
have the right to remove the general partner as manager of the partnership.
Therefore, as the Company is not in control of some major operating
decisions, investments in partnerships where the Company is the general
partner and owns 50 percent or less are accounted for using the equity
method. Accordingly, the Company reflects as income or expense its percentage
ownership share in earnings or losses of each Partnership. Distributions
received from the Partnerships are recorded as returns or reduction of
investment. Contributions and loans are recorded as an increase in
investment. For a complete list of partnerships and percentage interest, see
Note 19.
<PAGE>
5
Summarized financial information related to the Partnerships which the
Company accounts for under the equity method is as follows:
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
------------------------------------
1995 1996
----- -----
<S> <C> <C>
Real estate.............................................. $2,102,321,581 $2,063,124,556
Other assets............................................. 503,485,989 501,173,084
-------------- --------------
Total assets......................................... $2,605,807,570 $2,564,297,640
-------------- --------------
Mortgage and other debt.................................. $2,550,764,702 $2,615,679,029
Other liabilities........................................ 125,348,481 136,778,798
Partners' deficit........................................ (70,305,613) (188,160,187)
-------------- --------------
Total liabilities and partners' deficit.............. $2,605,807,570 $2,564,297,640
-------------- --------------
-------------- --------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1994 1995 1996
----- ----- -----
<S> <C> <C> <C>
Total revenues............................ $481,901,640 $567,201,062 $620,111,773
------------ ------------ ------------
Depreciation expense...................... 65,545,844 80,911,764 93,308,263
Interest expense.......................... 142,022,848 169,500,614 186,889,750
Other operating expense................... 295,921,264 339,604,643 387,650,571
Provision for write-down of assets to
estimated net realizable value......... 8,793,900 -- 42,308,617
------------ ------------ ------------
Loss before extraordinary item............ (30,382,216) (22,815,959) (90,045,428)
------------ ------------ ------------
Extraordinary gain........................ -- 1,381,444 10,512,640
------------ ------------ ------------
Net loss.................................. $(30,382,216) $(21,434,515) $(79,532,788)
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
The Company recognizes a gain or loss on disposition of real estate
investments when a Partnership interest is sold or when the underlying assets
of a Partnership are disposed of and the Partnership is subsequently
dissolved. In accordance with the provisions of SFAS No. 66, "Accounting for
Sales of Real Estate," any gain on disposition is recognized after a sales
contract is executed, the transaction meets the conditions of a sale, legal
title passes, and the buyer has made a substantial financial commitment to
pay for the property. Losses are recognized when deemed probable.
LAND, BUILDINGS AND FURNITURE, FIXTURES AND EQUIPMENT, NET
Land, buildings and furniture, fixtures and equipment relate to those
Partnerships in which the Company has a majority interest. Additions are
recorded at cost and include all major renewals and betterments. Maintenance,
repairs, and minor replacements are expensed as incurred.
Depreciation of buildings is computed using the straight-line method,
assuming varying useful lives ranging from 27.5 to 50 years. Furniture,
fixtures and equipment are depreciated using an accelerated method, assuming
estimated useful lives of three to ten years.
<PAGE>
6
DEFERRED FINANCING COSTS
Certain costs of obtaining the financing arrangements of the Majority-Owned
Partnerships described in Note 6 have been capitalized and are amortized as
interest expense using the straight-line method, which approximates the
effective interest method, over the appropriate debt term. Deferred financing
costs, net of accumulated amortization of $683,000 and $999,000, were $1,537,000
and $1,332,000 as of December 31, 1995 and 1996, respectively, and are included
in deposits and deferred costs on the accompanying combined balance sheets.
INSURANCE CLAIMS AND LOSS RESERVES
The insurance claims and loss reserves and the related provision include
estimates for losses incurred but not reported as well as losses pending
settlement. The reserve is based upon management's best estimates, loss
adjusters' evaluations and actuarial determinations and, in the opinion of
management, such reserve is adequate. Future adjustments to the amounts recorded
at December 31, 1996, resulting from the continual review process as well as
differences between estimates and ultimate payments will be reflected in income
in future years when such adjustments become known. The Company reinsures
certain of its risks with an unrelated insurance entity. Reinsurance does not
relieve the Company of it liabilities under the original policies, however, in
the opinion of management, the Company's reinsurer is sound and any potential
exposure for non-payment is minimal.
IMPLEMENTATION OF NEW ACCOUNTING STANDARD
The Financial Accounting Standards Board has issued SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
Of," which requires the adjustment of the carrying value of long-lived assets
and certain intangibles, if their value is determined to be impaired as
defined in the standard. The Company adopted SFAS No. 121 as of January 1,
1996. The adoption of this statement did not have a material effect on the
Company's financial position or results of operations.
As illustrated above, for the year ended December 31, 1996, certain of the
Partnerships recorded a provision to write-down land, buildings and
improvements to their estimated net realizable value, which is reflected in
the statement of operations of each Partnership for the year ended December
31, 1996. The Company's share of this write-down, based on its appropriate
percentage interest, has been included in equity in real estate partnership
investment income (losses), net, on the accompanying combined statements of
operations.
RECLASSIFICATIONS
Certain 1994 and 1995 amounts have been reclassified to conform with the 1996
presentation.
<PAGE>
7
2. INVESTMENTS IN SECURITIES:
The amortized cost, gross unrealized gains, gross unrealized losses and
market value of investments available for sale, by category, as of December 31,
1995 and 1996, for HPI are as follows:
<TABLE>
<CAPTION>
1995
-------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
-------------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
U.S. Government............................ $ 5,451,983 $ 176,217 $ (231) $ 5,627,969
Equity securities.......................... 2,182,008 525,327 -- 2,707,335
-------------- ------------ ----------- ------------
$ 7,633,991 $ 701,544 $ (231) $ 8,335,304
-------------- ------------ ----------- ------------
-------------- ------------ ----------- ------------
</TABLE>
<TABLE>
<CAPTION>
1996
-------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
-------------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
U.S. Government............................ $ 3,959,454 $ 37,039 $ (9,778) $ 3,986,715
Equity securities.......................... 695,188 333,972 (8,751) 1,020,409
-------------- ------------ ----------- ------------
$ 4,654,642 $ 371,011 $ (18,529) $ 5,007,124
-------------- ------------ ----------- ------------
-------------- ------------ ----------- ------------
</TABLE>
The contractual maturity dates of investments available for sale as of
December 31, 1996 are:
<TABLE>
<CAPTION>
AMORTIZED MARKET
MATURITY COST VALUE
- ------------ ------------ ---------
<S> <C> <C>
Due in one year or less........................................... $ -- $ --
Due after one year through five years............................. 3,959,454 3,986,715
Equity securities................................................. 695,188 1,020,409
------------ ------------
$ 4,654,642 $ 5,007,124
------------ ------------
------------ ------------
</TABLE>
Proceeds from sales/maturities of investments were $0, $957,012 and
$3,295,994 for the years ended December 31, 1994, 1995 and 1996, respectively.
Gross realized gains were $0, $48,027 and $513,842 for the years ended December
31, 1994, 1995 and 1996, respectively. Gross realized losses were $0, $17,204
and $29,006 for the years ended December 31, 1994, 1995 and 1996, respectively.
The change in net unrealized gain on investment was a decrease of $78,746 in
1994, an increase of $780,059 in 1995, and a decrease of $348,831 in 1996.
<PAGE>
8
3. NOTES RECEIVABLE:
Notes receivable as of December 31, 1995 and 1996, consist of the following:
<TABLE>
<CAPTION>
1995 1996
------------- ------------
<S> <C> <C>
Collateralized Notes............................................. $ 13,511,219 $ 5,465,600
Oxford Notes..................................................... 4,000,000 4,000,000
------------- ------------
$ 17,511,219 $ 9,465,600
------------- ------------
------------- ------------
</TABLE>
The Company accounts for Notes Receivable in accordance with the provisions
of SFAS No. 114 "Accounting By Creditors for Impairment of a Loan" and SFAS No.
118, "Accounting by Creditors for Impairment of a Loan-Income Recognition and
Disclosures."
COLLATERALIZED NOTES
In connection with the syndication or sale of interests in several real
estate partnerships, either to investors or to other purchasers, the Company
received notes receivable secured by the partnership interests and cash flow
from the partnerships (the "Collateralized Notes"). The Collateralized Notes,
carried on the Company's balance sheet at $13.5 million and $5.5 million at
December 31, 1995 and 1996, respectively, have an aggregate face value of
approximately $21.4 million and $17.8 million at December 31, 1995 and 1996,
respectively, and are due between 1997 and 1999, with an earlier maturity if
the underlying real estate is sold. No principal or interest payments are due
prior to maturity, and interest is to accrue at rates ranging from 9.0
percent to 12.0 percent per annum. As these notes are considered impaired,
the Company is currently not accruing interest income. During 1995 and 1996,
$0 and $2.8 million, respectively, was collected on the Collateralized Notes.
The Collateralized Notes are reviewed annually for collectibility on an
individual basis in connection with an internal analysis and valuation of the
affordable multifamily housing projects which secure the Collateralized
Notes. Based on this valuation, and due to a change in conditions for some of
the underlying real estate, the Company has determined that as of December
31, 1996, the net present value of the Collateralized Notes is $5.5 million.
Accordingly, in 1996, the Company recorded a $5.2 million write-down as
related to specific Collateralized Notes (reported as write-down of notes
receivable on the combined statements of operations). In addition, certain
other specific Collateralized Notes, which were originally recorded on the
balance sheet at face value, were subsequently written down to zero prior to
1994, based on valuations by the Company. Due to an improvement in the
conditions of the underlying real estate, the Company has currently valued
these Collateralized Notes at a net present value of $3.6 million. However,
in accordance with generally accepted accounting principles, these
Collateralized Notes have not been written-up in value in the accompanying
combined financial statements.
OXFORD NOTES
In connection with the 1993 acquisition of management rights from Oxford
Development Corporation ("Oxford"), the Company was assigned two notes
receivable secured by the cash flow from approximately 170 Oxford-owned real
estate partnerships (the "Oxford Notes"). The Oxford Notes, carried on the
Company's balance sheet at $4.0 million, have a face value of $33.0 million and
are payable primarily from proceeds generated by refinancing or sale of the
underlying properties. The Oxford Notes bear interest at a rate of 10 percent
per annum, compounded quarterly, and are due in December 2001. As these notes
are considered impaired, the Company is currently not accruing any interest
income relating to the Oxford notes. The value of these notes has been
discounted from face value based on the estimated expected future cash flows
from the notes.
<PAGE>
9
4. LAND, BUILDINGS AND FURNITURE, FIXTURES AND EQUIPMENT, NET:
Land, buildings and furniture, fixtures and equipment represent the
residential real estate owned by the fourteen Majority-Owned Partnerships
(fifteen in 1995), located in ten states, and are collateral for the mortgages
payable described in Note 6.
Land, buildings and furniture, fixtures and equipment as of December 31,
1995 and 1996, consist of the following:
<TABLE>
<CAPTION>
1995 1996
-------------- --------------
<S> <C> <C>
Land......................................................... $ 13,207,340 $ 11,572,845
Buildings and equipment...................................... 122,776,469 117,814,242
Furniture, fixtures, and equipment........................... 7,245,874 6,572,922
-------------- --------------
143,229,683 135,960,009
Accumulated depreciation..................................... (27,830,976) (30,039,169)
-------------- --------------
Net.......................................................... $ 115,398,707 $ 105,920,840
-------------- --------------
-------------- --------------
</TABLE>
5. NOTES PAYABLE:
Notes payable as of December 31, 1995 and 1996, consist of the following:
<TABLE>
<CAPTION>
1995 1996
------------ ------------
<S> <C> <C>
Hall Financial Group.............................................. $ 1,050,646 $ --
Shareholders...................................................... 1,130,532 --
Majority-Owned Partnerships-deferred acquisition notes............ 1,080,278 1,080,278
------------ ------------
$ 3,261,456 $ 1,080,278
------------ ------------
------------ ------------
</TABLE>
In connection with a February 1995 transaction in which the Company acquired
an interest in an entity which purchased 32 properties from Hall Financial
Group, Inc. ("Hall"), the Company issued a $4,179,000 note payable to Hall. The
note's interest rate was 10 percent per annum, payable quarterly. One of the
quarterly principal and interest payments to Hall was funded by the Company's
shareholders, resulting in a $1,130,532 note payable to shareholders, with
interest at 15 percent per annum. These notes were paid in full in 1996.
The Majority Owned Partnerships' deferred acquisition notes consist of two
notes: 1) an $800,000 note, with related accrued interest of $834,629 recorded
as accrued interest payable, accruing interest at 10 percent per annum and due
upon the earlier of the sale, transfer, or refinancing of the related property,
or December 27, 1999, and 2) a $280,278 note, with related accrued interest of
$367,489 recorded as accrued interest payable, accruing interest at 10 percent
per annum and $280,278 due on August 1, 1997. The note can be extended to August
1, 1999, with payment of an extension fee of $3,449 per annum to the
noteholders. Management intends to continue paying the extension fee to the
noteholder to further extend the note's maturity date.
<PAGE>
-10-
6. MORTGAGES PAYABLE:
The Majority Owned Partnerships have entered into various mortgage
agreements. These are obligations of the partnerships and are non-recourse to
the general partner unless otherwise disclosed. The lender and related terms of
the mortgage notes are as follows:
<TABLE>
<CAPTION>
LENDER AND TERMS 1995 1996
- ------------------------------------------------------------- -------------- --------------
<S> <C> <C>
Multiple Investor Fund Realty L.P. bearing interest at a rate
of 8.24 % per annum, payable monthly, as amended during
1996 maturing November 14, 1998, and can be extended to
November 14, 2001, with the payment of a $50,000 extension
fee. Although the fee has not been paid as of December 31,
1996, it is the intention of management to extend the note
to November 14, 2001. The note is secured by a deed of
trust on the rental property............................... $ 7,520,383 $ 8,000,000
U.S.G.I., Inc. bearing interest at the rate of 7.5% per
annum. Principal and interest is payable in monthly
installments of $12,622 until August 2018 when all unpaid
principal amounts are due. The note is secured by a deed of
trust on the rental property............................... 1,648,638 1,619,845
First Trust Savings Bank bearing interest at the rate of 7.0%
per annum. Principal and interest is payable in monthly
installments of $4,885 until May 2014 when all unpaid
principal amounts are due. The note is secured by a deed of
trust on the rental property............................... 600,304 583,162
FHA bearing interest at the rate of 3% per annum. Principal
and interest is payable in monthly installments of $1,500
until 2010 when all unpaid principal amounts are due. The
note is secured by a deed of trust on the rental
property................................................... 210,450 198,602
Prudential Insurance Company of America bearing interest at
the rate of 9.5% per annum. Principal and interest is
payable in monthly installments of $181,632 until May 1,
1997 (subsequently extended by a forebearance agreement to
August 1, 1997) when all unpaid principal amounts are due.
It is the intention of management to pursue negotiations
for the refinancing of the property with the current lender.
If a refinancing does not occur, the underlying property
will be sold. The note is secured by a deed of trust on the
rental property............................................ 21,029,846 20,839,968
</TABLE>
<PAGE>
-11-
<TABLE>
<CAPTION>
LENDER AND TERMS 1995 1996
- ------------------------------------------------------------- -------------- --------------
<S> <C> <C>
Prudential Insurance Company of America bearing interest at
the rate of 8.5% per annum through March 1996. Thereafter,
interest is at the rate of 10% per annum until repayment of
the note. Interest only is payable in monthly installments
until November 2018 when all unpaid interest and principal
amounts are due. Any unpaid amounts subsequent to November
2018 will accrue interest at the rate of 18% per annum. The
National Housing Partnership, the general partner, has
entered into a guarantee agreement which guaranteed all
required payments of principal and interest. This agreement
expires the earlier of (i) the property meeting certain
operating income levels, or (ii) anytime after May 1, 1994
if a specified payment of $1,650,000 is made to the mortgagee,
the property is deeded over to Property Capital Trust and
certain other conditions are met. As of December 31, 1996,
the guarantee is still in place. This note has been secured
by a second deed of trust on the rental property........... $ 7,540,000 $ 7,540,000
GMAC with various properties bearing interest from 7-8.5% per
annum. Principal and interest is payable in monthly
installments until dates from March 2011 to February 2016,
at which time all unpaid principal amounts are due. The
notes are secured by a deed of trust on the rental
properties................................................. 3,129,885 3,042,899
Community Investment Corporation bearing interest at the rate
of 7.25% per annum until February 1996, when the interest
rate was adjusted to 8.0% per annum and is adjustable at
three years intervals beginning February 1996. At each
adjustment period, the interest rate shall be set at 2.5%
over the yield on 3-year treasury notes. Principal and
interest is payable in monthly installments of $12,801
until December 2013 when all unpaid principal amounts are
due. The note is collateralized by the property and
assignment of leases and rents............................. 1,638,956 1,615,412
City of Chicago bearing interest at 0%. Principal is payable
in monthly installments of $500 until December 2013 when
all unpaid principal amounts are due. The note is
collateralized by the property and assignment of leases and
rents...................................................... 6,099,050 6,190,951
Illinois Housing Authority bearing interest at the rate of 1%
per annum and a maturity date of January 1, 2014. No
principal and interest payments for the first 18 months,
only interest due for the next 60 months and principal and
interest thereafter. The note is collateralized by the
property and assignment of leases and rents................ 478,133 478,133
Affordable Housing Program Grant bearing interest at 0% and a
maturity of January 14, 2014. At the maturity date, the
loan becomes a grant if all provisions are met............. 250,000 250,000
Lincoln National Bank bearing interest at the rate of
9.25% per annum. Principal and interest is payable in
monthly installments of $145,585 until August 2018 when all
unpaid principal amounts are due........................... 16,547,441 16,321,644
</TABLE>
<PAGE>
-12-
<TABLE>
<CAPTION>
LENDER AND TERMS 1995 1996
- ------------------------------------------------------------- -------------- --------------
<S> <C> <C>
General Electric Capital Corporation bearing interest at a
variable rate equal to 3.1% per annum above the "GECC
Composite Commercial Paper Rate," which at December 31,
1995 was 5.83%. The note matured on June 24, 1995. GECC
agreed to allow the partnership to repay the debt through
sale proceeds, which was paid in full during 1996.......... $ 6,305,730 $ --
Kidder Peabody Mortgage Capital Corporation bearing interest
at the rate of 9.31% per annum. Principal and interest is
payable in monthly installments of $210,000 until May 2000
when all unpaid principal amounts are due. The note is
secured by the deed of trust on the property............... 25,700,428 25,511,720
Patrician Mortgage Company bearing interest at the rate of
8.75% per annum. Principal and interest are payable in
monthly installments of $59,829 until 2029 when all unpaid
principal amounts are due. The note is secured by a deed of
trust on the rental property............................... 7,775,546 7,736,412
Demeter Holdings Corporation ("Demeter"), a majority
shareholder/ partner of the Company at December 31, 1996,
non-recourse note bearing interest, payable quarterly, at a
rate that increases from 9% (as of December 31, 1996) to
14% per annum over its term. The property securing this
note was sold in January 1997, and the note obligation was
satisfied. See Note 16 -- Subsequent Events.... ........... 11,000,000 11,000,000
D.R. Trust bearing interest at the rate of 5% per annum.
Principal and interest is payable in monthly installments
of $1,589 until June 1997 when all unpaid interest and
principal is due........................................... 289,594 286,245
------------- ------------
$117,764,384 $111,214,993
------------ ------------
------------ ------------
</TABLE>
The mortgages payable principal repayment schedule as of December 31, 1996,
is as follows:
YEAR ENDED PRINCIPAL
DECEMBER 31, DUE
------------- -------------
1997.................................... $ 21,811,469
1998.................................... 11,747,356
1999.................................... 815,243
2000.................................... 25,454,373
2001.................................... 8,689,090
Thereafter.................................... 42,697,462
-------------
$ 111,214,993
-------------
-------------
Under various agreements with the above lenders, the properties are required
to make monthly escrow deposits for taxes, insurance and replacement of project
assets, and are subject to restrictions as to operating policies, rental
charges, operating expenditures, and distributions to partners.
<PAGE>
-13-
7. DEFERRED REVENUE AND GAINS:
Included in deferred revenue and gains is $1,459,395 and $1,437,933 as of
December 31, 1995 and 1996, respectively, related to a sale-leaseback agreement
in which a Majority Owned Partnership sold land to Property Capital Trust
("PCT") and leased it back for a 75-year period ending December 31, 2064. The
land sale was accounted for by the partnership as a sale-leaseback, and the
original gain of $1,609,629 was deferred and is amortized over the 75-year lease
term.
8. INSURANCE REVENUES:
HPI limits its losses by reinsuring its general liability policy with other
insurance companies. For the current underwriting year, under the general
liability policy, HPI assumes losses of $250,000 per occurrence and reinsures
losses in the 1996 policy year in the amount of $2,000,000 in excess of an
aggregate of $4,500,000 (1995 policy year--$3,000,000 in excess of an
aggregate of $2,700,000).
HPI's property policy and workers' compensation policy are accounted for
on a deposit basis of accounting. Under the property policy, HPI assumes
losses of $250,000 per occurrence up to an annual aggregate of $3,000,000 in
1996/1997 policy year ($2,500,000 in 1995/1996 policy year). Under the
workers' compensation policy (which was in place in 1996 only), HPI assumes
losses of $250,000 per occurance up to an annual aggregate of $3,016,000. All
losses in excess of these amounts are reinsured. Premiums received exceed the
aggregate, thus the premiums received for the property policy are accounted
for as a deposit payable and are reduced by losses paid. The difference
between the premiums received and the maximum liability for losses, is
recognized on a pro-rata basis over the policy period.
9. INSURANCE CLAIMS AND LOSS RESERVE:
Activity in the insurance claims and loss reserves and insurance claims
expense account is summarized as follows:
1995 1996
------------- -------------
Balance, beginning of year................. $ 11,421,900 $ 15,113,683
Less-- Losses recoverable................ 3,273,829 4,522,215
------------- -------------
Net balance, beginning of year............. 8,148,071 10,591,468
------------- -------------
Incurred related to:
Current year............................. 2,741,164 4,007,188
Prior years.............................. (285,033) (36,002)
------------- -------------
Total incurred......................... 2,456,131 3,971,186
------------- -------------
Paid related to:
Current year............................. 388,442 387,348
Prior years.............................. 2,394,947 3,362,203
------------- -------------
Total paid............................. 2,783,389 3,749,551
------------- -------------
Net balance, end of year................... 7,820,813 10,813,103
Plus losses recoverable.................. 4,522,215 4,989,950
------------- -------------
<PAGE>
-14-
Reserve for losses, end of year............ 12,343,028 15,803,053
Change in losses payable................... 935,737 (767,114)
Change in insurance balances payable....... 340,941 174,277
Change in deposits held under
reinsurance contracts............... 1,493,977 457,367
------------- -------------
Balance, end of year....................... $ 15,113,683 $ 15,667,583
------------- -------------
------------- -------------
As a result of changes in estimates of insured events in prior years, the
insurance claims and loss reserves and expense (net of reinsurance recoveries of
$669,154, $1,248,386 and $467,735, for the years ended December 31, 1994, 1995
and 1996, respectively) increased by $619,745 and decreased by $285,033 and
$36,002 for the years ended December 31, 1994, 1995 and 1996, respectively. No
additional premiums are due as a result of prior year effects.
10. CONCENTRATION AND CREDIT RISKS:
Several properties owned by the Majority-Owned Partnerships and a
substantial portion of the properties and units of the Partnerships as of
December 31, 1996, are affordable properties and units. A substantial portion of
the affordable properties were built or acquired with the assistance of programs
administered by the United States Department of Housing and Urban Development
("HUD") that provide mortgage insurance, favorable financing terms, or rental
assistance payments to the owners. As a condition to the receipt of assistance
under these and other HUD programs, the properties must comply with various HUD
requirements including limiting rents on these properties to amounts approved by
HUD. For the past several years, various proposals have been advanced by HUD,
the Congress and others proposing the restructuring of Section 8 of the United
States Housing Act of 1937 ("Section 8"). These proposals generally seek to
lower subsidized rents to market levels and to lower the required debt service
costs as needed to ensure financial viability at the reduced rents, but vary
greatly as to how that result is to be achieved. Some proposals include a
phase-out of project-based subsidies on a property-by-property basis upon
expiration of a property's Housing Assistance Payments Contract ("HAP
Contract"), with a conversion to a tenant-based subsidy. Under a tenant-based
system, rent vouchers would be issued to qualified tenants who then could elect
to reside at a property of their choice, provided the tenant has the
financial viability to pay the difference between the selected property's
monthly rent and the value of the voucher, which would be established based on
HUD's regulated fair market rent for that geographic area.
Congress has not yet accepted any of these restructuring proposals and
instead has elected to renew expiring Section 8 HAP Contracts for one year
terms, generally at existing rents. While the Company does not believe that the
proposed changes would result in a significant number of tenants relocating,
there can be no assurance that the proposed changes would not significantly
affect the Company or the Partnerships. Furthermore, there can be no assurance
that changes in federal subsidies will not be more restrictive than currently
proposed or that other changes in policy could occur. Any such changes could
have an adverse effect on the Company's occupancy rates and revenues of the
Company's majority owned properties and or properties in which this Company has
an ownership interest.
<PAGE>
-15-
HPI is party to financial instruments with concentration and credit risks.
These financial instruments include cash and cash equivalents, deposits with
ceding insurers and investments. As of December 31, 1996, significant cash and
cash equivalents are on deposit at two financial institutions. The deposit with
one ceding insurer is held as collateral under reinsurance agreements to pay for
losses arising under those agreements. Losses recoverable are due from one
insurer. Approximately 80 percent of the investment in securities as of December
31, 1996, were held in U.S. Treasury notes. HPI's investment portfolio does not
contain any other security issued by a single insurer that exceed 5 percent of
HPI's total investments. Credit risk arises from the failure of the counterparty
to perform according to the terms of a contract. The Company does not require
collateral or other security to support financial instruments with credit risk.
11. INSURANCE STATUTORY CAPITAL AND SURPLUS:
HPI is registered under the Bermuda Insurance Act of 1978 and Related
Regulations (the "Act") and is obliged to comply with various provisions of the
Act regarding solvency and liquidity. These provisions have been met and the
required capital and surplus as of December 31, 1995 and 1996, is approximately
$782,000 and $842,000, respectively. HPI's actual statutory capital and surplus
as of these dates is approximately $4,489,000 and $3,861,000.
12. INCOME TAXES:
Because of its organizational structure, income taxes are recognized
differently for certain entities within the Company. The entities structured
as partnerships are not income tax paying entities; the partners are
individually responsible for reporting their share of the Partnership's
taxable income on their income tax returns. NHP Partners, Inc. files a
combined Federal income tax return which includes the accounts of HPI and
other subsidiaries and in some states files combined tax returns. Prior to
the Transaction, the tax paying entities were included in the combined
Federal income tax return of NHPI. At December 31, 1994 NHPI had combined net
operating loss carryforwards ("NOLs") of approximately $140 million. In
connection with the Transaction, NOLs relating primarily to losses of the
Real Estate Companies of approximately $60 million were utilized by NHPI and
the remaining NOLs were allocated between NHPI and the Company.
At the present time no income, profit, capital, or capital gain taxes are
levied in Bermuda and accordingly, no provision for such taxes has been recorded
by HPI. In the event that such taxes are levied, the Company has received an
undertaking from the Bermuda Government exempting it from all such taxes until
March 28, 2016.
On a combined basis, NHP Partners, Inc. reports no provision or benefit for
income taxes primarily because of NOLs generated in prior years which result
largely from partnership losses. A valuation allowance equal to the net
deferred tax asset reflects the uncertainty, on a combined basis, of
realizing these benefits in future years.
The following table summarizes the combined tax effect related to the
Company's NOLs, temporary book-tax differences and the valuation allowance as
of December 31, 1995 and 1996. The Company's NOLs expire through 2011.
<PAGE>
-16-
1995 1996
------------ -----------
Deferred tax assets:
Net operating loss carryforwards..... $ 3,298,000 $ 7,163,000
Accrued lease liability.............. 6,522,800 5,116,838
----------- -----------
Total deferred tax assets.............. 9,820,800 12,279,838
----------- -----------
----------- -----------
Deferred tax liabilities:
Investments in real estate
partnerships....................... 6,533,993 3,302,735
Allowance for loan losses............ 1,200,000 1,230,000
Other temporary differences between
book and tax....................... 834,552 971,759
----------- -----------
Total deferred tax liabilities......... 8,568,545 5,504,494
----------- -----------
Valuation allowance for net deferred
tax assets........................... (1,252,255) (6,775,344)
----------- -----------
Net deferred tax asset................. $ -- $ --
----------- -----------
----------- -----------
A reconciliation of income tax expense attributable to the Company computed
at the statutory Federal and state rates to the provision for income taxes
included in the combined statements of operations is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1994 1995 1996
---------- ----------- -----------
<S> <C> <C> <C>
Federal income tax provision (benefit) at
the Federal statutory rate--34% in 1994
and 1995, 35% in 1996................... $2,546,474 $(269,943) $(1,706,250)
State income tax provision (benefit), net
of Federal income tax benefit--6%....... 449,378 (47,637) (292,500)
Change in net deferred tax asset.......... (1,528,885) 20,400,630 (3,524,339)
Change in valuation allowance for net
deferred tax asset...................... (1,466,967) (20,083,050) 5,523,089
----------- ------------ ------------
Provision for income taxes................ $ -- $ -- $ --
----------- ------------ ------------
----------- ------------ ------------
</TABLE>
The components of the provision for income taxes attributable to the Company
for 1994, 1995 and 1996 are summarized as follows:
<TABLE>
<CAPTION>
1994 1995 1996
---------- ----------- -----------
<S> <C> <C> <C>
Current provision (benefit)............ $2,413,348 $(483,585) $(2,259,309)
Deferred provision (benefit)........... 582,504 166,005 260,559
Change in net deferred tax asset....... (1,528,885) 20,400,630 (3,524,339)
Change in valuation allowance for net
deferred tax asset................... (1,466,967) (20,083,050) 5,523,089
---------- ----------- -----------
Provision for income taxes............. $ -- $ -- $ --
---------- ----------- -----------
---------- ----------- -----------
</TABLE>
13. RELATED PARTY TRANSACTIONS:
NHPI, through its wholly owned subsidiary NHP Management Company ("NHPMC"),
is the property management agent for a majority of the real estate partnerships
in which the Company has an interest. As of December 31, 1996, certain parties
owning approximately 60 percent of the voting common stock of NHPI also own,
through other corporations and partnerships, 100 percent of NHP Partners, Inc.,
and The National Housing Partnership.
During 1994, 1995 and 1996, the personnel working at the Majority-Owned
Partnerships properties and other properties that are managed by NHPMC and
owned by Partnerships in which the Company has an interest, were employees of
NHPI. NHPI is reimbursed for actual salaries and related benefits. In addition,
NHPMC received fees for its services as management agent equal to a set
percentage of revenues of the various properties. The various properties also
pay NHPI or its subsidiaries certain fees for other services provided, such as
risk management services and membership in a group discount purchasing
organization. NHPMC received $1,731,266, $1,691,651 and $1,671,809, in fees for
management and other services provided to the Majority-Owned Partnerships in
1994, 1995 and 1996, respectively.
In connection with the Transaction, the Company entered into a series of
agreements with NHPI, which establish an ongoing relationship between NHPI and
the Company. These agreements include:
<PAGE>
-17-
- -- The Master Property Management Agreement which requires 1) selection of
NHPI as property manager for properties in which the Company has controlling
interest, subject to certain conditions, for an initial period of 25 years
beginning in 1995, and 2) payment of a management termination fee to NHPI if
the Company disposes of certain properties managed by NHPI;
- -- The Services Agreement and Cost Allocation Agreement providing that the
Company, which has no employees, reimburses NHPI (at NHPI's cost) for
certain services provided to the Company. Reimbursements to NHPI under such
agreements amounted to $3,128,000, $4,149,000 and $4,598,000 in 1994,
1995 and 1996, respectively.
The Company had a liability of $3,172,029 and $1,122,915, payable to NHPI as
of December 31, 1995 and 1996, respectively. Of this liability, $2,058,984
and $44,576, related to services provided to the Company by NHPI and other
borrowings by NHP Partners, Inc., to fund periodic cash requirements, as of
December 31, 1995 and 1996, respectively. NHPI's credit agreement with a
group of banks permits NHPI to advance up to $7,500,000 to NHP Partners,
Inc., for operating activities. The credit agreement further permits NHPI to
advance up to an additional $10,000,000 to NHP Partners, Inc., for purposes
of acquiring interests in multifamily residential housing properties in order
that NHPI may obtain rights to manage those properties. Advances under these
agreements accrue interest at prime rate plus 100 basis points per annum, 9.5
percent and 9.25 percent, as of December 31, 1995 and 1996, respectively. No
advances have been made or are outstanding under the $10,000,000 provision.
Interest paid to NHPI under this agreement was $0, $26,151 and $143,550 in
1994, 1995 and 1996, respectively. Also included in the December 31, 1995 and
1996, payable to NHPI is $975,103 which relates to certain escrow deposits
(reported as deposits and deferred costs) which, when received by the
Company, will be paid to NHPI.
Demeter, a shareholder/partner of the Company at December 31, 1996, paid
$7.5 million to purchase, from an unrelated party, an $11 million non-recourse
note made by the Capital Group I Limited Partnership ("Capital Partnership"),
one of the Majority Owned Partnerships. The note matures February 28, 1998,
bears interest, payable quarterly, at a rate which increases from 9 percent (the
current rate) to 14 percent per annum over its term. The note may be repaid at
any time. Upon such prepayment, including prepayment due to default and
acceleration, Capital Partnership must pay the lesser of the outstanding balance
of principal and interest or such amount as will provide Demeter with a 25
percent internal rate of return on its $7.5 million purchase price. NCHP has a
limited conditional guaranty in the amount of approximately $2.3 million plus
future interest, fees and obligations of Capital Partnership to fund operating
expenses. This conditional guaranty is only triggered if Capital Partnership
files for bankruptcy petition or takes similar voluntary insolvency-related
actions or if Capital Partnership takes any action to impede Demeter's efforts
to foreclose on the loan or to realize on the note security. In January 1997,
the property securing this note was sold and the note obligation repaid. See
Note 16, Subsequent Events.
In connection with the Transaction as described in Note 1, the shareholders
of the Company agreed to provide a line of credit to the Company in an
aggregate amount of $5.5 million, to be available for a period of three years
from the date of the Transaction (August 1998). This line of credit will be
available to satisfy specific obligations of the Company to NHPI and, with the
consent of NHPI, for other uses. There were no borrowings under this line of
credit as of December 31, 1995 or 1996.
<PAGE>
-18-
14. COMMITMENTS AND CONTINGENT LIABILITIES:
LEASES
The Company is party to an office lease in Washington, D.C. that expires
in October 2001. The space, which had served as corporate headquarters for
NHPI, has been vacated by the Company and is either sublet to various
subtenants or is available for sublease. An accrued lease liability was
established in 1991 representing the estimated future payments less the
estimated future receipts from the subtenants. The liability entails various
estimates of future sublease receipts as well as buildout, leasing
commissions, professional fees and other costs related to subleasing space.
To the extent subtenant lease receipts or costs related to subleasing the
space vary from amounts originally estimated, the difference will be
reflected in expense for those years when such amounts become known. Such
difference resulted in a $1.2 million decrease in the estimated liability in
1996 which was accounted for as a reduction of other general and
administrative expenses in the accompanying combined statements of operations.
Future cash commitments and sublease rental income on executed leases, as of
December 31, 1996, which expire between 1997 and 2001 and have initial or
remaining noncancelable lease terms in excess of one year, are as follows:
YEAR ENDED LEASE SUBLEASE
DECEMBER 31, COMMITMENTS INCOME
--------------- ------------- -------------
1997........... $ 4,828,000 $ 2,035,000
1998........... 4,973,000 2,436,000
1999........... 5,173,000 2,464,000
2000........... 5,321,000 2,468,000
2001........... 4,126,000 1,854,000
----------- -----------
$24,421,000 $11,257,000
----------- -----------
----------- -----------
The Company has two sale-leaseback agreements related to Majority-Owned
Partnerships that provide for land to be leased back for 75-year periods ending
between December 2063 and 2064. Commitments under the leases include base rent
and participation rent based on the properties' gross rental receipts. The
National Housing Partnership has guaranteed the rent payments under the lease
agreements.
Minimum lease payments, as of December 31, 1996, under the sale-leaseback
agreements, excluding the aforementioned participation rent, are as follows:
BASE
YEAR ENDED RENTAL
DECEMBER 31, DUE
---------------- -------------
1997............ $ 623,000
1998............ 623,000
1999............ 623,000
2000............ 623,000
2001............ 623,000
Thereafter...... 38,626,000
-------------
$ 41,741,000
-------------
-------------
<PAGE>
-19-
COMMITMENTS
HPI has a security trust agreement with National Union Fire Insurance
Company of Pittsburgh. All investments and approximately $718,000 of cash and
cash equivalents as of December 31, 1995 and 1996, are held in trust to provide
funds for the payment of future insurance losses.
GUARANTEES AND INDEMNIFICATIONS
In addition to the liabilities reflected on the combined balance sheets, the
Company is guarantor of, or has agreed to indemnify others with respect to,
losses relating to certain activities and transactions.
The Company has provided a $1.65 million and $1.15 million guarantee to a
mortgagor in connection with secondary financing of two properties owned by
Majority-Owned Partnerships. The Company, together with NHPI, has provided a
$1.2 million tax credit repurchase guarantee and operating deficit guarantee
with respect to one tax credit transaction. The Company has provided a total
of $5.6 million of indemnification to a mortgagor in connection with mortgage
financing of two properties, which indemnifications arise only under certain
circumstances. The Company has provided a guarantee to a surety company with
respect to approximately $1.0 million of surety bonds issued in connection
with utility services to properties. In the opinion of management, future
calls, if any, on these guarantees or indemnifications are not expected to
have a material adverse effect on the financial position of the Company.
In addition to these guarantees and indemnities, the Company has undertaken
to indemnify NHPI for losses in connection with NHPI's ownership (as opposed to
management) of properties prior to its IPO and for environmental claims, if any,
relating to the properties owned by the Company. The Company has also agreed to
indemnify NHPI for certain tax liabilities arising out of the transfer of assets
to the Company and relating to ownership or operation of the properties prior to
the IPO. The indemnified tax liabilities may include potential liabilities with
respect to certain past state sales and use taxes, to the extent the properties
assessed those taxes are unable to pay. In the opinion of management, future
calls, if any, of these guarantees and indemnifications are not expected to have
a material adverse effect on the financial position of the Company.
<PAGE>
-20-
SALES AND USE TAX
A state government has asserted that certain services provided by NHPI to
properties in which the Company holds partnership interests constitute services
taxable under that state's sales and use tax laws. This state and other states
have claimed that taxes are due for prior periods, and have asserted liability
against the applicable properties and/or NHPI for such taxes plus interest and
penalties. The Company believes that any liability for such taxes and interest
will ultimately be borne by the properties. The Company may be responsible for
any such taxes that are assessed against the properties but cannot be paid by
the properties, but any potential funding will be reimbursed, if possible, by
the applicable property. The amount of the Company's ultimate liability with
respect to these matters cannot be determined at this time. However, in the
opinion of management, the resolution of these matters will not have a material
adverse effect on the financial position or results of operations of the
Company.
LITIGATION
In the normal course of business, the Company is a party to various legal
actions and claims. In the opinion of management, based on advice of counsel,
the resolution of these actions and claims will not have a material adverse
effect on the financial position or results of operations of the Company.
15. FAIR VALUE OF FINANCIAL INSTRUMENTS:
The Company adopted SFAS No. 107, "Disclosures About Fair Value of
Financial Instruments," as of December 31, 1995. SFAS No. 107 requires
disclosure of the fair value of financial instruments when fair value is
estimable. The estimated fair value of the financial instruments has been
determined based on pertinent information available to management and
appropriate valuation methodologies. The carrying amounts of cash and cash
equivalents, receivables, deposits, accounts payable and accrued expenses
approximate fair value because of the short-term maturities of those items. As
discussed in Note 1, investments in securities have been recorded at market
value in accordance with SFAS No. 115. In addition, as discussed in Note 3,
notes receivable have been recorded at fair value using estimated discounted
cash flows in accordance with SFAS No. 114. Also, as discussed in Note 3,
certain notes with zero carrying value and thus not reported as notes
receivable, have an estimated fair value, based on estimated discounted cash
flows, of $3.6 million. The carrying amount of the Company's notes payable
and mortgages payable, with the exception of those identified below, are
considered to approximate fair value as the related interest rates are
variable and change with market interest rates, or are fixed rates but are
comparable to market interest rates as of December 31, 1996. The mortgages
payable to FHA, City of Chicago, Illinois Housing Authority and Affordable
Housing Program Grant, as discussed in Note 6, do not bear interest at
market interest rates, but have been issued in connection with affordable
housing authorities and therefore their fair value is not considered
practicable to estimate. It is also not practicable to estimate the fair
value of the amount due to NHPI due to the related-party nature of the
liability. In the opinion of management, the fair value of the Company's
financial instruments are not materially different from the carrying value
shown in the accompanying combined financial statements.
<PAGE>
-21-
16. SUBSEQUENT EVENTS:
On January 30, 1997, the property owned by Capital Group I, a Majority Owned
Partnership, was sold and the related note obligation repaid. Based on the
Company's net investment in the partnership, the Company recognized a gain of
approximately $2.4 million in the period ending March 31, 1997. No cash proceeds
were received by the Company from this sale. This sale resulted in non-cash
activity not reflected on the combined statement of cash flows for the three
months ended March 31, 1997 as follows: decrease in accounts receivable of
$62,836, decrease in other assets of $151,322, decrease in net property and
equipment of $10,189,850, repayment of mortgage note payable and accrued
interest of $11,000,000 and $1,762,848, respectively, and repayment of
accounts payable and accrued expenses of $7,959,174.
On April 21, 1997, NHPI announced that it had entered into a definitive
Merger Agreement pursuant to which NHPI will be acquired by Apartment Investment
and Management Company ("AIMCO"), a real estate investment trust whose shares
are traded on the New York Stock Exchange. Upon completion of the merger, each
of NHPI's stockholders will receive for each share of NHPI common stock, at the
stockholder's election, either (i) a combination of .37383 shares of AIMCO
common stock and $10.00 cash per share of NHPI common stock, or (ii) .74766
shares of AIMCO common stock. The merger is conditioned on the approval of
NHPI's stockholders and AIMCO stockholders, the completion of the transactions
between AIMCO and the majority stockholders of the Company described below, and
customary state and federal regulatory and other approvals.
AIMCO has separately entered into a Stock Purchase Agreement with Demeter
Holdings Corporation ("Demeter") and Capricorn Investors, L.P. ("Capricorn"),
who together hold a majority of the outstanding shares of NHPI's common stock
(approximately 54.8 percent). Pursuant to the Stock Purchase Agreement, AIMCO
will acquire all of NHPI's common stock held by Demeter and Capricorn. AIMCO
will pay Demeter $20 in cash per share for 50 percent of NHPI shares held
directly and indirectly by Demeter. For the remainder of Demeter's shares and
Capricorn's shares, AIMCO will pay .74766 shares of AIMCO common stock per share
of NHPI common stock. On May 5, 1997, AIMCO acquired 6,496,071 shares of NHPI
stock from Demeter and Capricorn, or approximately 51 percent of NHPI's
outstanding shares, pursuant to the Stock Purchase Agreement. Upon completion of
AIMCO's purchase of this portion of the shares held by Demeter and Capricorn,
AIMCO holds a majority of the issued and outstanding shares of NHPI's common
stock. The Stock Purchase Agreement provides for AIMCO to acquire the remaining
434,051 shares of NHPI common stock owned by Demeter and Capricorn. The merger
with AIMCO will, however, require approval by two-thirds vote of all shares of
NHPI common stock held by persons other than AIMCO.
17. CHANGE IN CONTROL:
On June 3, 1997, AIMCO acquired the Company from Demeter, Capricorn, Phemus
Corporation, a Massachusetts corporation and an affiliate of Demeter ("Phemus"),
J. Roderick Heller, III, and NHP Partners Two LLC, a Delaware limited liability
company, for $54.8 million in cash and warrants to purchase 399,999 shares of
AIMCO common stock.
18. SEGMENT INFORMATION:
The following table sets forth the revenue and expenses by business segment
for the years ended December 31, 1994, 1995 and 1996. The Company's business
segments are defined as follows:
<PAGE>
-22-
Real estate operations -- owns and acquires general and limited
partnership interests in multi-family rental housing properties principally
in the United States.
Insurance operations -- primarily reinsures properties in which the
Company has an ownership interest for property and general liability risks.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED REAL ESTATE INSURANCE
DECEMBER 31, OPERATIONS OPERATIONS ELIMINATIONS TOTAL
- ---------------------------------- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
1996
- ----------------------------------
Revenues.......................... $ 32,415,102 $ 6,000,205 $ -- $ 38,415,307
Intersegment revenues............. -- 86,524 (86,524) --
------------- -------------- ------------- -------------
$ 32,415,102 $ 6,086,729 $ (86,524) $ 38,415,307
------------- -------------- ------------- -------------
------------- -------------- ------------- -------------
1995
- ----------------------------------
Revenues.......................... $ 34,291,935 $ 3,860,861 $ -- $ 38,152,796
Intersegment revenues............. -- 370,087 (370,087) --
------------- -------------- ------------- -------------
$ 34,291,935 $ 4,230,948 $ (370,087) $ 38,152,796
------------- -------------- ------------- -------------
------------- -------------- ------------- -------------
1994
- ----------------------------------
Revenues.......................... $ 31,790,755 $ 3,317,795 $ -- $ 35,108,550
Intersegment revenues............. -- 390,412 (390,412) --
------------- -------------- ------------- -------------
$ 31,790,755 $ 3,708,207 $ (390,412) $ 35,108,550
------------- -------------- ------------- -------------
------------- -------------- ------------- -------------
Depreciation and amortization
1996................ $ 3,903,688 $ -- $ -- $ 3,903,688
1995................ 4,001,562 -- -- 4,001,562
1994................ 3,681,402 -- -- 3,681,402
Capital expenditures
1996................ $ 711,221 $ -- $ -- $ 711,221
1995................ 1,832,585 -- -- 1,832,585
1994................ 2,105,991 -- -- 2,105,991
Identifiable assets
1996................ $ 159,312,547 $ 20,195,212 $ (3,398,644) $ 176,109,115
1995................ 179,973,439 19,913,630 (6,603,560) 193,283,509
</TABLE>
19. REAL ESTATE PARTNERSHIPS:
Below is a listing of partnerships in which the Company has invested and its
percentage ownership.
<PAGE>
-23-
NHP Partners and The National Housing Partnership List of Partnerships and
Percentage Interest 12/31/96
<TABLE>
<CAPTION>
Limited General Total
Partner Partner Ownership
PARTNERSHIP NAME Interest Interest Interest
- ---------------------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
107-145 West 135th St Associates Limited Partnership.............................. 25.00% 4.00% 29.00%
2900 Van Ness Associates.......................................................... 1.00% 1.00%
6000 King Drive Limited Partnership............................................... 1.00% 1.00%
60th & King Drive Joint Venture................................................... 1.00% 1.00%
62nd Street Limited Partnership................................................... 2.61% 2.61%
630 East Lincoln Ave Associates Limited Partnership............................... 5.00% 5.00%
7400 Roosevelt Investors.......................................................... 1.00% 1.00%
Abbott Associates Limited Partnership............................................. 24.00% 1.00% 25.00%
Academy Gardens Associates LP..................................................... 5.00% 5.00%
Adirondack Apartments Saranac Associates LP....................................... 5.00% 5.00%
Algonquin Tower Limited Partnership............................................... 1.00% 1.00%
All Hallows Associates............................................................ 5.00% 5.00%
Allentown Towne House Limited Partnership......................................... 8.90% 1.00% 9.90%
Anglers Manor Associates LP....................................................... 6.00% 6.00%
Antioch Apartments Limited........................................................ 5.00% 5.00%
Arvada House Limited Partnership.................................................. 6.00% 6.00%
Aspen Stratford Apartments Company B.............................................. 5.00% 5.00%
Aspen Stratford Apartments Company C.............................................. 5.00% 5.00%
Athens Arms Associates............................................................ 4.79% 1.00% 5.79%
Audobon Park Associates........................................................... 5.00% 5.00%
Baisley Park Associates LP........................................................ 6.00% 6.00%
Baldwin Oaks Elderly Limited...................................................... 16.00% 16.00%
Baldwin Towers Associates......................................................... 2.00% 2.00%
Basswood Manor Limited Partnership................................................ 4.79% 1.00% 5.79%
Bayview Hunters Point Apartments.................................................. 6.00% 6.00%
Beautiful Village Associates LP Redevelopment Company............................. 5.00% 5.00%
Benjamin Banneker Plaza Associates................................................ 5.00% 5.00%
Bensalem Gardens Associates Limited............................................... 1.00% 1.00%
Bensalem Gardens Associates Limited Partnership................................... 1.00% 1.00%
Benton Square Partnership......................................................... 5.00% 5.00%
Berkley Limited Partnership....................................................... 6.00% 6.00%
Bloomsburg Elderly Associates..................................................... 5.00% 5.00%
Boynton Beach Limited Partnership*................................................ 1.00% 91.04% 92.04%
Branchwood Towers Limited Partnership............................................. 4.50% 4.50%
Briarwood Apartments.............................................................. 1.00% 1.00%
Brightwood Limited Partnership.................................................... 1.00% 1.00%
Brightwood Manor Associates....................................................... 24.00% 2.00% 26.00%
Brinton Manor No 1 Associates..................................................... 4.00% 4.00%
Brinton Towers Associates......................................................... 21.00% 5.00% 26.00%
Brookside Apartments Associates................................................... 5.85% 5.85%
Brookview Apartments Co Limited................................................... 1.00% 1.00%
Brunswick Village Limited Partnership............................................. 0.99% 0.99%
Buckingham Hall Associates Limited Partnership.................................... 5.00% 5.00%
Buena Vista Apartments Limited.................................................... 1.00% 1.00%
Buffalo Village Associates........................................................ 49.00% 1.00% 50.00%
</TABLE>
* Majority-Owned Partnership
<PAGE>
-24-
<TABLE>
<CAPTION>
Limited General Total
Partner Partner Ownership
PARTNERSHIP NAME Interest Interest Interest
- ---------------------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
Cabell Associates Of Lakeview..................................................... 1.00% 1.00%
California Square II Limited Partnership.......................................... 2.00% 2.00%
California Square Limited Partnership............................................. 4.90% 4.90%
Cambridge Heights Apartments Limited*............................................. 45.00% 6.00% 51.00%
Campbell Heights Associates Limited Partnership................................... 5.00% 5.00%
Canterbury Gardens Associates Limited Partnership................................. 14.00% 5.00% 19.00%
Capital Group I Associates*....................................................... 100.00% 100.00%
Capital Park Limited Partnership.................................................. 1.00% 1.00%
Caroline Arms Limited Partnership................................................. 1.00% 1.00%
Caroline Associates I, Limited Partnership........................................ 5.90% 5.90%
Carter Associates Limited Partnership............................................. 16.00% 16.00%
Casa Del Mar Associates Limited Partnership....................................... 5.54% 5.54%
Center Square Associates.......................................................... 4.00% 2.00% 6.00%
Central Village Associates Limited Partnership.................................... 1.88% 1.00% 2.88%
Central Woodlawn LP............................................................... 1.00% 1.00%
Central Woodlawn Rehabilitation Joint Venture..................................... 75.00% 75.00%
Chapel Housing Limited Partnership................................................ 6.00% 6.00%
Chateau Gardens................................................................... 1.00% 1.00%
Cheek Road Limited Partnership.................................................... 10.19% 1.00% 11.19%
Chesterfield Housing Associates................................................... 5.00% 5.00%
Cheyenne Village Apartments Limited Partnership*.................................. 66.00% 1.00% 67.00%
Christopher Court Housing Co Limited Partnership.................................. 5.00% 5.00%
Church Street Associates LP....................................................... 0.25% 0.25%
Churchview Gardens Associates..................................................... 1.00% 1.00%
Churchview Gardens Limited Partnership............................................ 1.00% 1.00%
Citrus Park Associates Limited.................................................... 1.00% 1.00%
Clay Cts Associates Limited Partnership........................................... 5.50% 5.50%
Clover Ridge East Limited Partnership............................................. 48.10% 1.00% 49.10%
Club Apartment Associates......................................................... 2.00% 2.00%
Club Apartments Associates........................................................ 1.00% 1.00%
College Heights Limited Partnership............................................... 1.88% 1.00% 2.88%
College Park Associates........................................................... 1.00% 1.00%
College Park Associates Limited Partnership....................................... 5.00% 5.00%
Colonial Terrace I Associates..................................................... 4.79% 1.00% 5.79%
Colonial Terrace II Associates.................................................... 4.79% 1.00% 5.79%
Colony Apartments Co Limited...................................................... 1.00% 1.00%
Columbus Square Associates I Limited Partnership.................................. 6.00% 6.00%
Columbus Square Associates II Limited Partnership................................. 6.00% 6.00%
Community Circle II Limited....................................................... 5.20% 5.20%
Community Developers Of High Point Limited Partnership............................ 5.00% 5.00%
Community Developers Of Princeville Limited Partnership........................... 4.10% 4.10%
Concord Houses Associates......................................................... 5.00% 5.00%
Congress Park Associates II Limited Partnership................................... 2.00% 2.00%
Congress Park Associates Limited Partnership...................................... 1.10% 1.10%
Connecticut Colony Associates Limited Partnership................................. 1.00% 1.00%
Copperstone Circle Limited Partnership............................................ 1.00% 1.00%
Copperstone Limited Partnership................................................... 1.00% 1.00%
Copperwood II Limited Partnership................................................. 5.00% 5.00%
</TABLE>
* Majority-Owned Partnership
<PAGE>
-25-
<TABLE>
<CAPTION>
Limited General Total
Partner Partner Ownership
PARTNERSHIP NAME Interest Interest Interest
- ---------------------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
Copperwood Limited Partnership.................................................... 5.00% 5.00%
Cottonwood Apartments............................................................. 1.00% 1.00%
Country Lakes Associates Two LP................................................... 1.00% 1.00%
Country Villa Associates.......................................................... 2.00% 2.00%
Countrybrook Associates........................................................... 1.00% 1.00%
Crosland Housing Associates....................................................... 5.00% 5.00%
Cross Creek Limited Partnership................................................... 1.00% 1.00%
Cumberland Court Associates....................................................... 6.00% 5.00% 11.00%
Darby Townhouses Limited Partnership.............................................. 1.00% 1.00%
Darbytown Development Associates LP............................................... 1.00% 1.00%
DarbyTownhouses Associates........................................................ 1.00% 1.00%
Delcar T Limited Partnership...................................................... 1.00% 1.00%
Delcar-S Limited.................................................................. 1.00% 1.00%
Diakonia Associates............................................................... 1.00% 1.00%
Dip Limited Partnership........................................................... 4.00% 1.00% 5.00%
Dip Limited Partnership II........................................................ 5.00% 5.00%
Dip Limited Partnership III....................................................... 5.00% 5.00%
Doral Gardens Associates.......................................................... 1.00% 1.00%
Doral Limited Partnership......................................................... 5.47% 5.47%
Downing Apartments................................................................ 1.00% 1.00%
Duke Manor Associates............................................................. 5.00% 5.00%
Duquesne Associates No. 1......................................................... 1.00% 1.00%
East Hampton Limited Partnership.................................................. 1.00% 1.00%
Eastcourt Village Partners........................................................ 14.00% 5.00% 19.00%
Easton Terrace I Associates Limited Partnership................................... 2.41% 1.00% 3.41%
Easton Terrace II Associates Limited Partnership*................................. 100.00% 100.00%
Eastridge Apartments.............................................................. 1.00% 1.00%
Eastridge Associates.............................................................. 4.41% 4.41%
Edgewood II Associates............................................................ 5.00% 5.00%
Edmond Estates Limited Partnership................................................ 1.00% 1.00%
Elden Limited Partnership......................................................... 1.00% 1.00%
Elderly Housing Associates Limited Partnership.................................... 5.00% 5.00%
Elm Creek Limited Partnership*.................................................... 1.00% 95.75% 96.75%
Emory Grove Associates Limited Partnership........................................ 3.97% 3.97%
Emory Grove Limited Partnership................................................... 1.00% 1.00%
Esbro Limited Partnership......................................................... 1.00% 1.00%
Eustis Apartments Limited......................................................... 5.00% 5.00%
Fairburn & Gordon Associates Phase II............................................. 1.00% 1.00%
Fairburn & Gordon Associates Phase I.............................................. 1.00% 1.00%
Fairfax Associates Limited Partnership............................................ 1.00% 1.00%
Fairmeadows Limited............................................................... 1.00% 1.00%
Fairmont #1 Limited Partnership................................................... 1.25% 1.25%
Fairmont #2 Limited Partnership................................................... 1.25% 1.25%
Fairview Homes Associates......................................................... 4.90% 4.90%
Fairwood Associates............................................................... 5.00% 5.00%
Federal Square Village Limited Partnership........................................ 1.00% 1.00%
Ferncliff Limited Partnership..................................................... 11.70% 11.70%
Field Associates.................................................................. 1.00% 1.00%
</TABLE>
* Majority-Owned Partnership
<PAGE>
-26-
<TABLE>
<CAPTION>
Limited General Total
Partner Partner Ownership
PARTNERSHIP NAME Interest Interest Interest
- ---------------------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
First Alexandria Associates Limited Partnership................................... 1.00% 1.00%
Flatbush Nsa Associates Limited Partnership....................................... 5.00% 5.00%
Forest Apartments Associates...................................................... 1.00% 1.00% 2.00%
Forest Green Limited Partnership.................................................. 1.00% 1.00%
Forrester Gardens Limited......................................................... 1.00% 1.00%
Forst Park Elderly Associates Limited Partnership................................. 6.00% 6.00%
Fort Carson Associates Limited Partnership........................................ 1.00% 1.00%
Franklin Chandler Associates...................................................... 9.00% 9.00%
Franklin Chapel Hill Associates................................................... 2.00% 2.00%
Franklin Eagle Rock Associates.................................................... 2.00% 2.00%
Franklin Housing Associates....................................................... 1.00% 1.00%
Franklin Kelly Associates......................................................... 1.00% 1.00%
Franklin New York Avenue Associates............................................... 1.00% 1.00%
Franklin Park Limited Partnership................................................. 1.00% 1.00%
Franklin Pheasant Ridge Associates................................................ 1.00% 1.00%
Franklin Ridgewood Associates..................................................... 1.10% 1.10%
Franklin Sentry Four Associates................................................... 1.00% 1.00%
Franklin Square School Associates Limited Partnership............................. 2.10% 2.10%
Franklin Victoria Associates. I................................................... 8.70% 8.70%
Franklin Woods Associates......................................................... 1.00% 1.00%
Friendset Housing Co Limited Partnership.......................................... 25.00% 4.00% 29.00%
Frio Housing Limited Partnership.................................................. 5.00% 5.00%
Galion Limited Partnership........................................................ 1.00% 1.00%
Garfield Hill Associates Limited Partnership...................................... 1.10% 1.10%
Gate Manor Apartments Limited..................................................... 5.00% 5.00%
Gates Mill I Limited Partnership.................................................. 1.00% 1.00%
Gateway Village Associates........................................................ 1.00% 1.00%
Genesee Gardens Associates Limited Partnership.................................... 1.88% 1.00% 2.88%
Gladys Hampton Homes Associates Limited Partnership............................... 5.00% 5.00%
Golden Apartments I............................................................... 5.00% 5.00%
Golden Apartments II.............................................................. 5.00% 5.00%
Grandland Realty Associates....................................................... 1.00% 1.00%
Grandview Apartments.............................................................. 1.00% 1.00%
Greater Hartford Associates Limited Partnership................................... 1.00% 1.00%
Greater Mt Calvary Terrace Limited................................................ 1.00% 1.00%
Greater Richmond Cmnty Dev Corp #1 & Associates................................... 15.00% 15.00%
Greater Richmond Cmnty Dev Corp #2 & Associates................................... 15.00% 15.00%
Green Mtn Manor Limited Partnership............................................... 2.97% 1.00% 3.97%
Greenfield Apartments Limited Partnership......................................... 1.00% 1.00%
Greenfield Limited Partnership.................................................... 2.55% 2.55%
Greenfield North Apartments Limited Partnership................................... 1.00% 1.00%
Greenfield North Limited Partnership.............................................. 2.55% 2.55%
Griffith Limited Partnership...................................................... 1.00% 1.00%
Grosvenor House Associates Limited Partnership.................................... 1.00% 1.00%
Grove Park Villas, Limited........................................................ 5.00% 5.00%
Gulfway Limited Partnership....................................................... 1.00% 1.00%
GW Carver Limited................................................................. 5.00% 5.00%
Haili Associates.................................................................. 5.00% 5.00%
</TABLE>
* Majority-Owned Partnership
<PAGE>
-27-
<TABLE>
<CAPTION>
Limited General Total
Partner Partner Ownership
PARTNERSHIP NAME Interest Interest Interest
- ---------------------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
Haines Associates Limited Partnership............................................. 1.00% 1.00%
Hamilton House Associatesiates Limited Partnership................................ 5.56% 5.56%
Harold House Limited Partnership.................................................. 1.00% 1.00%
Harris Park Limited Partnership*.................................................. 98.00% 1.00% 99.00%
Hatillo Housing Associates........................................................ 1.00% 5.00% 6.00%
Hawksworth Gardens Associates..................................................... 1.00% 1.00%
Heights Associates Limited Partnership............................................ 5.00% 5.00%
Hemingway Housing Associates Limited Partnership.................................. 5.00% 5.00%
Heritage Village Limited Partnership.............................................. 1.00% 1.00%
Hickory Ridge Associates Limited.................................................. 1.00% 1.00%
Highlands Village II Limited...................................................... 5.00% 5.00%
Hillcrest Green Apartments Limited................................................ 2.00% 2.00%
Hillside Village Associates....................................................... 5.00% 5.00%
Hilltop Apartments Associates..................................................... 10.00% 1.00% 11.00%
Hilltop Limited Partnership....................................................... 1.00% 1.00%
Hollows Associates Limited Partnership............................................ 5.00% 5.00%
Hollywood Gardens................................................................. 4.10% 4.10%
Housing Assistance Of Mt Dora Limited............................................. 5.00% 5.00%
Housing Assistance Of Orange City Limited......................................... 5.00% 5.00%
Housing Assistance Of Vero Beach Limited.......................................... 5.00% 5.00%
Housing Assistance Sebring Limited................................................ 5.00% 5.00%
Houston Aristocrat Apartments Limited Partnership................................. 9.00% 1.00% 10.00%
HRH Properties, Limited........................................................... 5.00% 5.00%
Hudson Terrace Associates Limited Partnership..................................... 21.00% 1.00% 22.00%
Hunters Run Partners Limited...................................................... 1.00% 1.00%
Hurbell I Limited Partnership..................................................... 1.00% 1.00%
Hurbell II Limited Partnership.................................................... 1.00% 1.00%
Hurbell III Limited Partnership................................................... 1.00% 1.00%
Hurbell IV Limited Partnership.................................................... 1.00% 1.00%
IDA Tower......................................................................... 24.00% 1.00% 25.00%
Indian Valley II Limited Partnership.............................................. 1.00% 1.00%
Indian Valley III Limited Partnership............................................. 1.00% 1.00%
Indian Valley Limited Partnership................................................. 1.00% 1.00%
Ingram Square Apartments Limited.................................................. 5.00% 5.00%
Intown West Associates Limited Partnership........................................ 3.00% 3.00%
Ivanhoe Associates Limited Partnership............................................ 1.00% 1.00%
Jamestown Village Associates...................................................... 1.94% 1.94%
Jersey Park Associates Limited Partnership........................................ 5.00% 5.00%
JFK Associates.................................................................... 5.00% 5.00%
Johnson Square Associates......................................................... 6.00% 6.00%
Johnston Square Associates Limited Partnership.................................... 0.00% 0.00%
JVL 18 Associates Limited Partnership Verified.................................... 5.90% 5.90%
JVL 19 Associates Limited Partnership Verified.................................... 5.00% 5.00%
JVL Limited Partnership........................................................... 5.85% 5.85%
JVL Sixteen Limited Partnership................................................... 6.00% 6.00%
Kapuna Associates................................................................. 5.00% 5.00%
Kemar Townhouses Associates....................................................... 1.00% 1.00%
Kennedy Homes Limited Partnership................................................. 1.00% 1.00%
</TABLE>
* Majority-Owned Partnership
<PAGE>
-28-
<TABLE>
<CAPTION>
Limited General Total
Partner Partner Ownership
PARTNERSHIP NAME Interest Interest Interest
- ---------------------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
Kenneth Arms...................................................................... 1.00% 1.00%
Key Parkway West Associates Limited Partnership................................... 5.00% 5.00%
Kimberton Limited Partnership..................................................... 1.00% 1.00%
King Bell Associates.............................................................. 1.00% 1.00%
Knollcrest Apartments Limited Partnership......................................... 1.00% 1.00%
Koolau Housing Associates......................................................... 5.00% 5.00%
La Salle Apartments............................................................... 6.00% 6.00%
La Vista Associates............................................................... 1.00% 1.00%
Lafayette Manor Associates Limited Partnership.................................... 4.85% 4.85%
Lafayette Towne Elderly Limited Partnership....................................... 6.00% 6.00%
Lafayette Towne Family Limited Partnership........................................ 6.00% 6.00%
Laing Village Limited Partnership................................................. 5.00% 5.00%
Lake Avenue Associates............................................................ 1.00% 1.00%
Lake Crossing Limited Partnership................................................. 42.90% 1.00% 43.90%
Lake Forest Apartments............................................................ 1.84% 1.84%
Lake Wales Villas Limited......................................................... 5.00% 5.00%
Lakehaven Associates One Limited Partnership...................................... 1.00% 1.00%
Lakehaven Associates Two Limited Partnership...................................... 1.00% 1.00%
Lakeland East Limited Partnership................................................. 1.00% 1.00%
Lakeview Arms Associates Limited Partnership...................................... 6.00% 6.00%
Lakeview Villas Limited........................................................... 5.00% 5.00%
Las Americas Housing Associates................................................... 1.00% 5.00% 6.00%
Lassen Associates................................................................. 5.00% 5.00%
Laurel Gardens, A Partnership In Commendam........................................ 1.00% 1.00%
Lee Hy Manor Associates Limited Partnership....................................... 5.00% 5.00%
Lewisburg Associates.............................................................. 5.00% 5.00%
Lewisburg Elderly Associates...................................................... 5.00% 5.00%
Lincmar Associates................................................................ 1.00% 1.00%
Lincoln Park Associates........................................................... 5.00% 5.00%
Linden Court Associates Limited Partnership....................................... 5.00% 5.00%
Lock Haven Elderly Associates..................................................... 1.00% 5.00% 6.00%
Lock Haven Gardens Associates..................................................... 1.00% 5.00% 6.00%
Locust Park Associates............................................................ 10.00% 10.00%
Loring Towers Apartments Limited Partnership...................................... 1.00% 1.00%
Loring Towers Associates.......................................................... 26.00% 26.00%
Loudoun House Limited Partnership................................................. 1.00% 1.00%
M&P Development Co................................................................ 6.00% 6.00%
Manzanita Arms.................................................................... 1.00% 1.00%
Maple Hill Associates............................................................. 5.00% 5.00%
Maple Park East Limited Partnership............................................... 10.19% 1.00% 11.19%
Maple Park West Limited Partnership............................................... 10.19% 1.00% 11.19%
Marten Manor Realty Associates.................................................... 1.00% 1.00%
Mayfair Manor Limited Partnership................................................. 1.00% 1.00%
McColl Housing Associates......................................................... 5.00% 5.00%
Meadowood Associates Limited Partnership.......................................... 1.00% 1.00%
Meadowood III Associates Limited Partnership...................................... 1.00% 1.00%
Meadowood Townhouses I Limited Partnership........................................ 1.00% 1.00%
Meadowood Townhouses III Limited Partnership...................................... 1.00% 1.00%
</TABLE>
* Majority-Owned Partnership
<PAGE>
-29-
<TABLE>
<CAPTION>
Limited General Total
Partner Partner Ownership
PARTNERSHIP NAME Interest Interest Interest
- ---------------------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
Meadows Apartments Limited Partnership............................................ 1.00% 1.00%
Meadows East Apartments Limited Partnership....................................... 1.00% 1.00%
Menlo Park Limited Partnership.................................................... 1.00% 1.00%
Merced Commons.................................................................... 5.00% 5.00%
Merced Commons II................................................................. 4.00% 4.00%
Miami Elderly Associates Limited Partnership...................................... 1.00% 1.00%
Mill Street Associates Limited Partnership........................................ 5.00% 5.00%
Milliken Apartments Company....................................................... 1.00% 1.00%
Miramar Housing Associates Limited Partnership.................................... 6.00% 6.00%
Monaco Arms Associates I.......................................................... 1.00% 1.00%
Monaco Arms Associates II Limited................................................. 1.00% 1.00%
Monmouth Associates Limited Partnership........................................... 1.00% 1.00%
Montblanc Gardens Apartments Associates........................................... 10.00% 10.00%
Montblanc Housing Associates...................................................... 1.00% 5.00% 6.00%
Monument Street Limited Partnership............................................... 6.00% 6.00%
Morrisania Towers Housing Co Limited Partnership.................................. 5.00% 5.00%
Moss Gardens Limited, a Partnership in Commendam.................................. 5.00% 5.00%
MRR Limited Partnership*.......................................................... 80.00% 80.00%
Murphy Blair Associates III Associates Limited Partnership........................ 1.00% 1.00%
Muske Limited Partnership......................................................... 1.00% 1.00%
Natick Associates................................................................. 1.00% 1.00%
National Housing Partnership Realty Fund I........................................ 2.00% 2.00%
National Housing Partnership Realty Fund III...................................... 2.00% 2.00%
National Housing Partnership Realty Fund IV....................................... 1.00% 1.00%
National Housing Partnership Realty Fund Two...................................... 2.05% 2.05%
National Housing Partnership RESI Associates I Limited Partnership................ 1.00% 1.00%
Neighborhoods Of The Universities Lock St Apartments Co........................... 5.00% 5.00%
New Vistas Apartments Associates Phase II......................................... 1.00% 1.00%
New Vistas Apartments Limited Partnership......................................... 5.00% 5.00%
New West 111th St Housing Company Limited Partnership............................. 5.00% 5.00%
New West 111th St Two Associates Limited Partnership.............................. 5.00% 5.00%
Newton Hill Limited Partnership................................................... 1.00% 1.00%
NHP Bayberry Associates LP........................................................ 0.50% 0.50%
NHP Bayshore Gardens L.P.......................................................... 0.50% 0.50%
NHP Carriage Associates LP........................................................ 0.50% 0.50%
NHP Carriage, LP.................................................................. 0.50% 0.50%
NHP Center Associates LP.......................................................... 0.50% 0.50%
NHP Center, LP.................................................................... 0.50% 0.50%
NHP Chapparal Associates LP....................................................... 1.00% 1.00%
NHP Coach Associates LP........................................................... 0.50% 0.50%
NHP Coach, LP..................................................................... 0.50% 0.50%
NHP Cornerstone Associates. LP.................................................... 0.50% 0.50%
NHP Cornerstone, LP............................................................... 0.50% 0.50%
NHP Country Club Woods Associates LP.............................................. 1.00% 1.00%
NHP Dove Associates. LP........................................................... 0.50% 0.50%
NHP Dove, LP...................................................................... 0.50% 0.50%
NHP Elk Associates. LP............................................................ 0.50% 0.50%
NHP Elk, LP....................................................................... 0.50% 0.50%
</TABLE>
* Majority-Owned Partnership
<PAGE>
-30-
<TABLE>
<CAPTION>
Limited General Total
Partner Partner Ownership
PARTNERSHIP NAME Interest Interest Interest
- ---------------------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
NHP Forest II Associates. LP...................................................... 0.50% 0.50%
NHP Forest II, LP................................................................. 0.50% 0.50%
NHP Forest IV Associates. LP...................................................... 0.50% 0.50%
NHP Forest IV, LP................................................................. 0.50% 0.50%
NHP Gates of Arlington Associates LP.............................................. 0.50% 0.50%
NHP Gates of Arlington, LP........................................................ 0.50% 0.50%
NHP Greeen Associates LP.......................................................... 0.50% 0.50%
NHP Greeen, LP.................................................................... 0.50% 0.50%
NHP Greenbriar Associates LP...................................................... 1.00% 1.00%
NHP Greenbriar, LP................................................................ 1.00% 1.00%
NHP Heather I Associates LP....................................................... 0.50% 0.50%
NHP Heather I, LP................................................................. 0.50% 0.50%
NHP Heather II Associates. LP..................................................... 0.50% 0.50%
NHP Heather II, LP................................................................ 0.50% 0.50%
NHP Hessian Hills Associates LP................................................... 1.00% 1.00%
NHP Hessian Hills, LP............................................................. 1.00% 1.00%
NHP High River Associates LP...................................................... 1.00% 1.00%
NHP High River, LP................................................................ 1.00% 1.00%
NHP Joint Ventures, Inc........................................................... 50.00% 50.00%
NHP Lane Associates LP............................................................ 0.50% 0.50%
NHP Lane, LP...................................................................... 0.50% 0.50%
NHP Laurel III Associates LP...................................................... 0.50% 0.50%
NHP Laurel III, LP................................................................ 0.50% 0.50%
NHP Longfellow Associates. LP..................................................... 0.50% 0.50%
NHP Longfellow, LP................................................................ 0.50% 0.50%
NHP Mattapony, LP................................................................. 15.67% 1.00% 16.67%
NHP Midland Associates LP......................................................... 0.50% 0.50%
NHP Midland, LP................................................................... 0.50% 0.50%
NHP Mill Creek Associates LP...................................................... 0.50% 0.50%
NHP Mill Creek, LP................................................................ 0.50% 0.50%
NHP Oak Associates LP............................................................. 0.50% 0.50%
NHP Oak, LP....................................................................... 0.50% 0.50%
NHP Paradise Bay Associates. LP................................................... 0.50% 0.50%
NHP Paradise Bay, LP.............................................................. 0.50% 0.50%
NHP Park Associates LP............................................................ 0.50% 0.50%
NHP Park Village L.P.............................................................. 0.50% 0.50%
NHP Parkview Associates LP........................................................ 0.50% 0.50%
NHP Parkview, LP.................................................................. 0.50% 0.50%
NHP Pembroke Associates LP........................................................ 1.00% 1.00%
NHP Pine Creek Manor Associates. LP............................................... 0.50% 0.50%
NHP Pine Creek Manor, LP.......................................................... 0.50% 0.50%
NHP Port Richey Associates LP..................................................... 0.50% 0.50%
NHP Port Richey, LP............................................................... 0.50% 0.50%
NHP Regal Associates LP........................................................... 0.50% 0.50%
NHP Regal, LP..................................................................... 0.50% 0.50%
NHP Southeast Partners, LP........................................................ 21.60% 2.80% 24.40%
NHP Southwest Partners, LP........................................................ 49.50% 5.00% 50.00%
NHP Spring Lake Manor Associates LP............................................... 1.00% 1.00%
</TABLE>
* Majority-Owned Partnership
<PAGE>
-31-
<TABLE>
<CAPTION>
Limited General Total
Partner Partner Ownership
PARTNERSHIP NAME Interest Interest Interest
- ---------------------------------------------------------------------------------- -------- --------- -----------
<S> <C> <C> <C>
NHP Spring Lake Manor, LP......................................................... 1.00% 1.00%
NHP Summer Associates LP.......................................................... 0.50% 0.50%
NHP Summer, LP.................................................................... 0.50% 0.50%
NHP Summit Associates LP.......................................................... 0.50% 0.50%
NHP Summit, LP.................................................................... 0.50% 0.50%
NHP Sunridge Associates LP........................................................ 0.50% 0.50%
NHP Sunridge, LP.................................................................. 0.50% 0.50%
NHP Three Chopt West Associates LP................................................ 1.00% 1.00%
NHP Three Chopt West, LP.......................................................... 1.00% 1.00%
NHP Timberview Associates LP...................................................... 0.50% 0.50%
NHP Timberview, LP................................................................ 0.50% 0.50%
NHP Town & Country, LP............................................................ 1.00% 1.00%
NHP Town & Country/Country Place Associates LP.................................... 1.00% 1.00%
NHP Town & Country/Country Place, LP.............................................. 1.00% 1.00%
NHP Townhouse Associates LP....................................................... 1.00% 1.00%
NHP Townhouse LP.................................................................. 1.00% 1.00%
NHP Twin Associates LP............................................................ 0.50% 0.50%
NHP Twin Gates East Associates LP................................................. 1.00% 1.00%
NHP Twin Gates East,LP............................................................ 1.00% 1.00%
NHP Twin, LP...................................................................... 0.50% 0.50%
NHP Villa Associates LP........................................................... 0.50% 0.50%
NHP Villas L.P.................................................................... 0.50% 0.50%
NHP Will-O-Wisp Arms Associates LP................................................ 1.00% 1.00%
NHP Will-O-Wisp Arms, L.P......................................................... 1.00% 1.00%
NHP Windsor Crossing L.P.......................................................... 1.00% 1.00%
NHP Woodcreek Associates LP....................................................... 0.50% 0.50%
NHP Woodcreek, LP................................................................. 0.50% 0.50%
NHP-HG Ten, LP.................................................................... 99.00% 1.00% 100.00%
Norco Associates.................................................................. 1.00% 1.00%
North Lake Terrace Associates Limited Partnership................................. 1.00% 1.00%
North Washington Park Partnership................................................. 5.00% 5.00%
Northgate Village Limited Partnership............................................. 1.00% 1.00%
Northwest Terrace Associates Limited Partnership.................................. 1.00% 1.00%
Oak Hollow South Associates....................................................... 5.00% 5.00%
Oak West Limited Partnership...................................................... 1.00% 1.00%
Oakcrest Terrace Associates....................................................... 5.00% 5.00%
Oakland City West End Associates Limited.......................................... 5.00% 5.00%
Oakland Village Townhouse Associates Limited Partnership.......................... 6.10% 6.10%
Oakwood Limited Partnership....................................................... 1.00% 1.00%
Oakwood Muskegon Limiterd Partnership............................................. 1.00% 1.00%
Ocala Place Limited............................................................... 5.00% 5.00%
Old Farm Associates............................................................... 0.60% 0.60%
Olde Rivertown Venture Limited Partnership........................................ 1.00% 1.00%
One Lytle Place................................................................... 24.67% 24.67%
One West Conway Associates Limited Partnership.................................... 4.00% 4.00%
Orange City Villas II Limited..................................................... 5.00% 5.00%
Orange Village Associates......................................................... 5.00% 5.00%
Orangeburg Manor.................................................................. 5.00% 5.00%
</TABLE>
* Majority-Owned Partnership
<PAGE>
-32-
<TABLE>
<CAPTION>
Limited General Total
Partner Partner Ownership
PARTNERSHIP NAME Interest Interest Interest
- ---------------------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
Orchard Mews Associates Limited Partnership....................................... 6.00% 6.00%
Orlando-Lake Conway Limited Partnership........................................... 1.00% 1.00%
Overbrook Park Limited............................................................ 5.00% 5.00%
Oxford Oaks Investors Limited Partnership......................................... 6.41% 6.41%
Oxford Place Associates........................................................... 5.00% 5.00%
P W III Associates Limited Partnership............................................ 4.90% 4.90%
P W IV Associates Limited Partnership............................................. 5.90% 5.90%
P W V Associates Limited Partnership.............................................. 5.00% 5.00%
P W VI Associates Limited Partnership............................................. 3.52% 3.52%
Palm House Limited Partnership.................................................... 1.00% 1.00%
Palmer Square Apartments Associates............................................... 0.66% 0.66%
Park Ave West I Limited Partnership............................................... 1.00% 1.00%
Park Ave West II Limited Partnership.............................................. 1.00% 1.00%
Park Creek Limited Partnership.................................................... 3.97% 3.97%
Parkview Apartments Limited Partnership........................................... 5.00% 5.00%
Parkview Arms Associates I Limited Partnership.................................... 1.00% 1.00%
Parkview Arms Associates II Limited Partnership................................... 1.00% 1.00%
Parkview Associates Limited Partnership Verified.................................. 4.94% 4.94%
Parkways Associates Limited Partnership........................................... 5.50% 5.50%
Pavilion Associates............................................................... 3.97% 3.97%
Pendleton Riverside Apartments Oregon Limited..................................... 1.00% 1.00%
Penn Hall Associates Limited Partnership.......................................... 1.00% 1.00%
Peppertree Village Of Avon Park Limited........................................... 5.00% 5.00%
Pershing Waterman Phase I Limited Partnership..................................... 29.90% 29.90%
Pittsfield Neighborhood Associates................................................ 5.00% 5.00%
Place One Limited Partnership..................................................... 6.00% 6.00%
Plantation Partners Limited....................................................... 0.66% 0.66%
Pleasant Valley Apartments Limited Partnership.................................... 4.50% 4.50%
Point West Limited Partnership.................................................... 1.00% 1.00%
Portfolio Properties Eight Associated Limited Partnership......................... 1.00% 1.00%
Portfolio Properties Eleven Associated Limited Partnership........................ 1.00% 1.00%
Portfolio Properties Fifteen Associated Limited Partnership....................... 2.20% 2.20%
Portfolio Properties Five Associated Limited Partnership.......................... 1.00% 1.00%
Portfolio Properties Four Associated Limited Partnership.......................... 1.00% 1.00%
Portfolio Properties Nine Associated Limited Partnership.......................... 3.68% 3.68%
Portfolio Properties Seven Associated Limited Partnership......................... 1.97% 1.97%
Portfolio Properties Six Associated Limited Partnership........................... 1.00% 1.00%
Portfolio Properties Ten Associated Limited Partnership........................... 1.00% 1.00%
Portfolio Properties Three Associated Limited Partnership......................... 1.00% 1.00%
Portfolio Properties Two Associated Limited Partnership........................... 1.00% 1.00%
Portland Plaza Limited Partnership................................................ 1.10% 1.10%
Portner Place Associates Limited Partnership...................................... 5.00% 5.00%
Post St Associates Limited Partnership............................................ 6.00% 6.00%
Pride Gardens*.................................................................... 92.00% 6.00% 98.00%
Prince Street Towers Limited Partnership.......................................... 9.90% 9.90%
Pueblo Limited Partnership........................................................ 2.00% 2.00%
Queenstown Apartments Limited Partnership......................................... 5.00% 5.00%
Rancho Arms....................................................................... 1.00% 1.00%
</TABLE>
* Majority-Owned Partnership
<PAGE>
-33-
<TABLE>
<CAPTION>
Limited General Total
Partner Partner Ownership
PARTNERSHIP NAME Interest Interest Interest
- ---------------------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
Rancho Townhouse Associates....................................................... 5.00% 5.00%
Registry Square Limited Partnership............................................... 5.00% 5.00%
Retirement Manor Associates....................................................... 1.00% 1.00%
RI-15 Limited Partnership......................................................... 5.00% 5.00%
Richlieu Associates............................................................... 1.94% 1.94%
Ridge Carlton Associates Limited Partnership...................................... 1.00% 1.00%
River Woods Associates Limited Partnership........................................ 1.00% 1.00%
Riverfront Apartments Limited Partnership......................................... 9.90% 9.90%
Riverloft Associates Limited Partnership.......................................... 1.00% 1.00%
Riverloft Apartments Limited Partnership.......................................... 1.00% 1.00%
Riverview II Associates Limited Partnership....................................... 5.00% 5.00%
Rockwell Limited Partnership...................................................... 1.00% 1.00%
Rodeo Drive Limited Partnership................................................... 1.00% 1.00%
Rolling Meadows Of Ada Limited.................................................... 2.00% 2.00%
Royal Towers Limited Partnership.................................................. 1.00% 1.00%
Ruffin Road Associates Limited Partnership........................................ 6.00% 6.00%
Ruscombe Gardens Limited Partnership.............................................. 3.90% 3.90%
Rutherford Park Townhouses Associates............................................. 3.00% 3.00%
Saint George Villas Limited Partnership........................................... 5.00% 5.00%
San Jose Limited Partnership...................................................... 1.00% 1.00%
San Juan Apartments............................................................... 1.00% 1.00%
San Juan Del Centro Limited Partnership........................................... 1.00% 1.00%
Sandy Springs Associates Limited.................................................. 5.00% 5.00%
Savoy Court Associates............................................................ 4.20% 4.20%
Scotch Lane Associates Limited Partnership........................................ 1.00% 1.00%
Scotch Lane Associates Limited Partnership........................................ 1.00% 1.00%
Sencit F/G Metropolitan Associates................................................ 1.00% 1.00%
Sencit Jacksonville Company, Limited.............................................. 5.85% 5.85%
Sencit Lebanon Company............................................................ 6.00% 6.00%
Sencit Towne House LP............................................................. 9.90% 9.90%
Sherman Terrace Associates........................................................ 11.00% 11.00%
Shoreview Apartments.............................................................. 6.00% 6.00%
Site 10 Community Alliance Associates Limited Partnership......................... 4.50% 4.50%
Sleepy Hollow Apartments Limited Partnership*..................................... 51.00% 1.00% 52.00%
Snap IV Limited Partnership....................................................... 1.02% 1.02%
SNI Development Company Limited Partnership....................................... 5.85% 5.85%
South Hiawassee Village Limited................................................... 5.00% 5.00%
South Mountain Terrace Limited.................................................... 5.00% 5.00%
Southmont Apartments.............................................................. 16.00% 16.00%
Southridge Apartments Limited Partnership......................................... 1.00% 1.00%
Southward Limited Partnership..................................................... 1.00% 1.00%
Southwest Affordable Housing Fund II Limited Partnership.......................... 21.67% 21.67%
Spring Bright Limited Partnership................................................. 3.20% 3.20%
Spring Meadow Limited Partnership................................................. 1.00% 1.00%
Spruce Limited Partnership........................................................ 1.00% 1.00%
Spuce Palm Limited Partnership.................................................... 1.00% 1.00%
St. Nicholas Associates Limited Partnership....................................... 6.00% 6.00%
Stafford Apartments Limited Partnership........................................... 24.50% 24.50%
</TABLE>
* Majority-Owned Partnership
<PAGE>
-34-
<TABLE>
<CAPTION>
Limited General Total
Partner Partner Ownership
PARTNERSHIP NAME Interest Interest Interest
- ---------------------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
Standart Woods Associates Limited LP.............................................. 1.00% 1.00%
Stock Island Limited Partnership.................................................. 11.83% 11.83%
Storey Manor Associates Limited Partnership....................................... 5.00% 5.00%
Strawbridge Square Associates Limited Partnership................................. 5.00% 5.00%
Summersong Townhouse Limited Partnership.......................................... 5.00% 5.00%
Sunrise Associates Limited Partnership............................................ 5.00% 5.00%
Sunset Plaza Apartments........................................................... 1.00% 1.00%
Susquehanna View LP............................................................... 9.90% 9.90%
Tamarac Pines II Limited Partnership.............................................. 5.00% 5.00%
Tamarac Pines Limited Partnership................................................. 5.00% 5.00%
Tara Bridge Limited Partnership*.................................................. 76.01% 1.00% 77.01%
Taunton Green Associates.......................................................... 4.00% 4.00%
Taunton II Associates............................................................. 1.00% 1.00%
Texas Affordable Housing Investment Fund I LP..................................... 1.00% 1.00%
Texas Affordable Housing Investment Fund II*...................................... 100.00% 100.00%
The Crossings II Limited Partnership*............................................. 1.00% 89.00% 90.00%
The Meadows Apartments Limited.................................................... 5.00% 5.00%
The National Housing Partnership-I................................................ 1.00% 1.00%
The National Housing Partnership-II............................................... 1.00% 1.00%
The National Housing Partnership-III.............................................. 1.00% 1.00%
The Oak Park Partnership.......................................................... 11.07% 1.00% 12.07%
The Rogers Park Partnership....................................................... 6.00% 6.00%
Tiffany Rehab Associates Limited Partnership...................................... 4.00% 4.00%
Timberlake Apartments Limited Partnership......................................... 2.41% 2.41%
Timuquana Park Associates......................................................... 5.00% 5.00%
Tinker Creek Limited Partnership.................................................. 1.00% 1.00%
Tompkins Terrace Associates....................................................... 41.00% 41.00%
Town North, a Limited Partnership................................................. 1.00% 1.00%
Townview Towers I Partnership, Limited............................................ 1.00% 1.00%
Treeslope Apartments, a Limited Partnership....................................... 4.10% 4.10%
Trinity Hills Village Apartments Limited Partnership.............................. 1.00% 1.00%
Trinity Towers 14th St Associates Limited Partnership............................. 5.00% 5.00%
Tumast Associates................................................................. 4.85% 4.85%
Twin Gables Associates Limited Partnership........................................ 1.00% 1.00%
Twin Towers Associates............................................................ 5.00% 5.00%
Two Bridges Associates Limited Partnership........................................ 30.56% 30.56%
Tyee Associates................................................................... 1.00% 1.00%
Unied Housing Partners Elmwood Limited............................................ 5.00% 5.00%
United Front Homes................................................................ 5.00% 5.00%
United Handicap Federation Apartments Associates.................................. 16.00% 16.00%
United House Associates........................................................... 5.00% 5.00%
United Housing Partners Morristown Limited Partnership............................ 5.00% 5.00%
United Housing Partners Welch Limited............................................. 5.00% 5.00%
United Housing Partners-Cuthbert Limited.......................................... 5.00% 5.00%
United Housing Partners Carbondale Limited........................................ 6.00% 6.00%
United Redevelopment Associates Limited Partnership............................... 5.00% 5.00%
University Plaza Associates....................................................... 6.00% 6.00%
Urbanizacion Maria Lopez Housng Company Limited Partnership....................... 5.00% 5.00%
</TABLE>
* Majority-Owned Partnership
<PAGE>
-35-
<TABLE>
<CAPTION>
Limited General Total
Partner Partner Ownership
PARTNERSHIP NAME Interest Interest Interest
- ---------------------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
Vantage '78 Limited Partnership................................................... 4.00% 4.00%
Verdes Del Oriente................................................................ 5.00% 5.00%
Villa De Guadalupe Associates..................................................... 4.90% 4.90%
Village Circle Apartments Limited Partnership..................................... 5.00% 5.00%
Village Green Apartments Company Limited.......................................... 1.00% 1.00%
Village Green Limited Partnership................................................. 1.00% 1.00%
Village Park II................................................................... 6.00% 6.00%
Vineville Towers Associates Limited............................................... 5.00% 5.00%
Vistas De San Juan Associates Limited Partnership................................. 1.00% 1.00%
Vistula Heritage Village.......................................................... 5.00% 5.00%
Waico Apartments Associates Limited Partnership................................... 5.00% 5.00%
Waico Phase II Associates Limited Partnership..................................... 4.00% 4.00%
Waipahu Associates................................................................ 5.00% 5.00%
Walden Oaks Associates Limited Partnership........................................ 5.00% 5.00%
Walmsley Terrace Associates Limited Partnership................................... 6.00% 6.00%
Walnut Hills Associates Limited................................................... 5.00% 5.00%
Wash-West Properties.............................................................. 5.00% 5.00%
Washington Chinatown Associates Limited Partnership............................... 8.13% 8.13%
Washington Manor Limited Partnership.............................................. 5.79% 5.79%
Washington Northgate Associates................................................... 1.00% 1.00%
Washington Westgate Associates.................................................... 6.83% 6.83%
Waterman Limited Partnership...................................................... 17.05% 17.05%
Waters Towers Associates Limited Partnership...................................... 5.00% 5.00%
West Lake Arms Limited Partnership................................................ 1.00% 1.00%
Westgate Apartments............................................................... 2.00% 2.00%
Westminister Limited Partnership.................................................. 5.00% 5.00%
Whitefield Place Limited Partnership.............................................. 5.00% 5.00%
Wigar, Limited.................................................................... 5.90% 5.90%
Windsor Crossing Limited Partnership SFJV*........................................ 100.00% 100.00%
Wollaston Manor Associates........................................................ 1.00% 1.00%
Woodcrest Apartments Limited Partnership.......................................... 6.00% 6.00%
Woodmark Limited Partnership...................................................... 1.00% 1.00%
Woodside Village.................................................................. 1.00% 1.00%
Woodside Villas Of Arcadia Limited................................................ 5.00% 5.00%
Worcester Episcopal Housing Company............................................... 5.00% 5.00%
Wyntre Brook Associates........................................................... 1.00% 1.00%
Yadkin Associates Limited Partnership............................................. 5.00% 5.00%
</TABLE>
* Majority-Owned Partnership
20. SUBSEQUENT EVENT (UNAUDITED)
On July 29, 1997, the Company confirmed its intention to sell its
interests in approximately 65 individual real estate partnerships
(collectively, the "Hall Portfolio") to other partners within the
partnerships who are unaffiliated with the Company. The aggregate
sale price for the Company's interests in the Hall Portfolio is
$4,250,000, with no future recourse to the Company. The sale is
subject to customary closing conditions and is expected to be completed
by the end of 1997, although there can be no assurance that the sale
will ultimately close. In the opinion of management, the sale of the
Hall Portfolio will not have an adverse effect on the financial position
of the Company.
