-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MdeoVgzKBnSq1HDZkvrsfi3l9aT1C7G2qfobhzdDPum239okxW8gvPVvYYsYep+N jZPtRa/GVD5nLjF0n8QtyQ== 0000730013-98-000008.txt : 19980813 0000730013-98-000008.hdr.sgml : 19980813 ACCESSION NUMBER: 0000730013-98-000008 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980812 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES PARTNERS VIII CENTRAL INDEX KEY: 0000276779 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 953264317 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-09136 FILM NUMBER: 98683565 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10QSB 1 FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 QUARTERLY OR TRANSITIONAL REPORT U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period.........to......... Commission file number 0-9136 ANGELES PARTNERS VIII (Exact name of small business issuer as specified in its charter) California 95-3264317 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) One Insignia Financial Plaza, Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 Issuer's telephone number Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) ANGELES PARTNERS VIII CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands, except unit data) June 30, 1998 Assets Cash and cash equivalents $ 381 Receivables and deposits 253 Other assets 150 Investment properties: Land $ 543 Buildings and related personal property 14,870 15,413 Less accumulated depreciation (10,771) 4,642 $ 5,426 Liabilities and Partners' Deficit Liabilities Accounts payable $ 163 Tenant security deposit liabilities 78 Accrued property taxes 379 Accrued interest 2,254 Other liabilities 312 Notes payable, $1,721 in default 16,811 Partners' Deficit General partner $ (180) Limited partners (11,855 units issued (14,391) (14,571) and outstanding) $ 5,426 See Accompanying Notes to Consolidated Financial Statements b) ANGELES PARTNERS VIII CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data) Three Months Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 Revenues: Rental income $ 927 $ 921 $ 1,843 $ 1,800 Other income 58 55 108 94 Total revenues 985 976 1,951 1,894 Expenses: Operating 442 367 825 722 General and administrative 44 35 80 65 Depreciation 168 167 336 330 Interest 476 460 948 913 Property taxes 5 132 131 264 Total expenses 1,135 1,161 2,320 2,294 Net loss $ (150) $ (185) $ (369) $ (400) Net loss allocated to general partner (1%) $ (2) $ (2) $ (4) $ (4) Net loss allocated to limited partners (99%) (148) (183) (365) (396) $ (150) $ (185) $ (369) $ (400) Net loss per limited partnership unit $(12.52) $(15.43) $(30.81) $(33.40) See Accompanying Notes to Consolidated Financial Statements c) ANGELES PARTNERS VIII CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT (Unaudited) For the Six Months Ended June 30, 1998 (in thousands, except unit data) Limited Partnership General Limited Units Partner Partners Total Original capital contributions 12,000 $ 121 $ 12,000 $ 12,121 Partners' deficit at December 31, 1997 11,855 $ (176) $ (14,026) $ (14,202) Net loss for the six months ended June 30, 1998 -- (4) (365) (369) Partners' deficit at June 30, 1998 11,855 $ (180) $ (14,391) $ (14,571) See Accompanying Notes to Consolidated Financial Statements d) ANGELES PARTNERS VIII CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Six Months Ended June 30, 1998 1997 Cash flows from operating activities: Net loss $ (369) $ (400) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 336 330 Amortization of loan costs 28 28 Change in accounts: Receivables and deposits (122) (11) Other assets 8 (38) Accounts payable 96 (38) Tenant security deposit liabilities 6 10 Accrued property taxes 14 75 Accrued interest 244 294 Other liabilities 60 49 Net cash provided by operating activities 301 299 Cash flows from investing activities: Property improvements and replacements (110) (107) Net cash used in investing activities (110) (107) Cash flows from financing activities: Payments on notes payable (138) (95) Net cash used in financing activities (138) (95) Net increase in cash and cash equivalents 53 97 Cash and cash equivalents at beginning of period 328 193 Cash and cash equivalents at end of period $ 381 $ 290 Supplemental disclosure of cash flow information: Cash paid for interest $ 676 $ 593 Supplemental disclosure of non-cash activities: For the six months ended June 30, 1998, both accounts payable and property improvements and replacements were adjusted by approximately $37,000 for non-cash activities. See Accompanying Notes to Consolidated Financial Statements
e) ANGELES PARTNERS VIII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) June 30, 1998 NOTE A - GOING CONCERN The accompanying consolidated financial statements have been prepared assuming Angeles Partners VIII (the "Partnership") will continue as a going concern. The Partnership has incurred recurring operating losses and continues to suffer from inadequate liquidity. In addition, the Partnership is in default on a portion of its mortgage notes payable and does not generate sufficient cash flows to meet current debt-service requirements on its subordinated debt. The Partnership incurred an operating loss of approximately $369,000 for the six months ended June 30, 1998, and Angeles Realty Corporation (the "General Partner") expects this trend to continue. The Partnership realized net cash from operations of approximately $301,000; however, interest of approximately $244,000 was accrued during the six months ended June 30, 1998 on a note payable and on the second mortgage securing one of the Partnership's investment properties. The Partnership's second mortgage to Angeles Mortgage Investment Trust ("AMIT") in the amount of $1,350,000 plus accrued interest, which is secured by Bercado Shores Apartments, has been in default since 1993 due to nonpayment of interest and the maturity of the note in 1995. This indebtedness is recourse to the Partnership and the estimated fair value of this property is less than the total of its first and second mortgages. Since the default in March of 1993, AMIT has not indicated its intent to pursue its available remedies under the mortgage agreement; however, this property remains subject to foreclosure under the terms of the second mortgage agreement. The Partnership has initiated discussions with AMIT and hopes to negotiate a work-out, however there can be no assurance that the Partnership's negotiations will prove successful. The Partnership's note payable of approximately $547,000, including accrued interest, due to Angeles Acceptance Pool, L.P. ("AAP") matured in November of 1997. The Partnership is currently in negotiations with the lender and hopes to either extend this note or settle the liability at a reduced amount. There can be no assurance that these negotiations with the lenders will be successful. No other sources of additional financing are apparent and the General Partner currently has not developed alternative plans to remedy the liquidity problems the Partnership is currently experiencing. The General Partner anticipates that Brittany Point will generate sufficient cash flows for the next twelve months to meet its operating expenses, debt service requirements and to fund capital expenditures. The General Partner anticipates that Bercado Shores will generate sufficient cash flows for the next twelve months to cover its operating expenditures, however it is not expected to be able to completely fund desired capital expenditures or to pay its scheduled debt service on its second mortgage to AMIT. The Partnership's plan is to fund these items to the extent of available cash flow. The Partnership will fund its administrative expenses for the next twelve months by using cash on hand at June 30, 1998, and cash flow generated during 1998. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from this uncertainty. NOTE B - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 1998, are not necessarily indicative of the results that may be expected for the year ended December 31, 1998. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-KSB for the year ended December 31, 1997. Certain reclassifications have been made to the 1997 information to conform to the 1998 presentation. Principles of Consolidation The consolidated financial statements of the Partnership include its 99% limited partnership interests in Brittany Point AP VIII, L.P. and Brittany Point GP, L.P. The Partnership may remove the General Partner of Brittany Point AP VIII, L.P. and Brittany Point GP, L.P.; therefore, these partnerships are controlled and consolidated by the Partnership. All significant interpartnership balances have been eliminated. NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES The General Partner was a wholly-owned subsidiary of MAE GP Corporation ("MAE GP"). Effective February 25, 1998, MAE GP was merged into Insignia Properties Trust ("IPT"), which is an affiliate of Insignia Financial Group, Inc. ("Insignia"). Thus, the General Partner is now a wholly-owned subsidiary of IPT. The Partnership has no employees and is dependent on the General Partner and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for certain payments to affiliates of the General Partner for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following payments were paid or accrued to the General Partner and its affiliates during the six months ended June 30, 1998 and 1997, respectively: 1998 1997 (in thousands) Property management fees, included in $98 $94 operating expenses Reimbursement for services of affiliates (included in general and administrative expenses) 54 46 In addition, during the six months ended June 30, 1998 and 1997, the Partnership paid approximately $12,000 and $7,000 of construction services reimbursements, respectively, to affiliates of the General Partner. These amounts are included in operating expense. For the period of January 1, 1997 to August 31, 1997, the Partnership insured its properties under a master policy through an agency affiliated with the General Partner with an insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the master policy. The agent assumed the financial obligations to the affiliate of the General Partner, which received payment on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the General Partner by virtue of the agent's obligation was not significant. AMIT currently provides secondary financing on the Partnership's investment properties. Total indebtedness was approximately $2,920,000 at June 30, 1998, of which $1,350,000 was in default at June 30, 1998 (see "Note A"). Total interest expense related to this debt was approximately $345,000 and $306,000 for the six month periods ended June 30, 1998 and 1997, respectively. Accrued interest related to this debt was approximately $1,985,000 at June 30, 1998. In November 1992, MAE GP acquired 1,675,113 Class B Common Shares of AMIT. The terms of the Class B Shares provide that they are convertible, in whole or in part, into Class A Common Shares on the basis of one Class A Share for every 49 Class B Shares (however, in connection with the settlement agreement described in the following paragraph, MAE GP has agreed not to convert the Class B Shares so long as AMIT's option is outstanding). These Class B Shares entitle the holder to receive 1% of the distributions of net cash distributed by AMIT (however, in connection with the settlement agreement described in the following paragraph, MAE GP agreed to waive its right to receive dividends and distributions so long as AMIT's option is outstanding). The holder of the Class B Shares is also entitled to vote on the same basis as the holders of Class A Shares, providing the holder with approximately 39% of the total voting power of AMIT (unless and until converted to Class A Shares, in which case the percentage of the vote controlled represented by such shares would approximate 1.3% of the total voting power of AMIT). As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an option to acquire the Class B Shares owned by it. This option can be exercised at the end of 10 years or when all loans made by AMIT to partnerships which were affiliated with MAE GP as of November 9, 1994 (which is the date of execution of a definitive Settlement Agreement) have been paid in full. In connection with such settlement, AMIT delivered to MAE GP cash in the sum of $250,000 at closing (which occurred April 14, 1995) as payment for the option. If and when the option is exercised, AMIT will be required to remit to MAE GP an additional $94,000. Simultaneously with the execution of the option and as part of the settlement, MAE GP also executed an irrevocable proxy in favor of AMIT, which provides that the holder of the Class B Shares is permitted to vote those shares on all matters except those involving transactions between AMIT and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an officer or trustee of AMIT. With respect to such matters, the trustees of AMIT are required to vote (pursuant to the irrevocable proxy) the Class B Shares (as a single block) in the same manner as a majority of the Class A Shares are voted (to be determined without consideration of the votes of "Excess Class A Shares" (as defined in Section 6.13 of AMIT's Declaration of Trust)). Between its acquisition of the Class B Shares (in November 1992) and March 31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted its shares at the 1995 and 1996 annual meetings in connection with the election of trustees and other matters. In February 1998, MAE GP was merged into IPT, and in connection with that merger, MAE GP dividended all of the Class B Shares to its sole stockholder, Metropolitan Asset Enhancement, L.P. ("MAE"). As a result, MAE, as the holder of the Class B Shares, is now subject to the terms of the settlement agreement, option and irrevocable proxy described in the two preceding paragraphs. Neither MAE GP nor MAE has exerted or has any current intention to exert any management control over or participate in the management of AMIT. However, subject to the terms of the proxy described below, MAE may choose to vote the Class B Shares or otherwise exercise its rights as a shareholder of AMIT as it deems appropriate in the future. Liquidity Assistance L.L.C., which is an affiliate of the General Partner, MAE and Insignia (which provides property management and partnership administration services to the Partnership), owned 96,800 Class A Shares of AMIT at June 30, 1998. These Class A Shares represent approximately 2.2% of the total voting power of AMIT. On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in principle contemplating, among other things, a business combination of AMIT and IPT, which was then owned 98% by Insignia and its affiliates. On July 18, 1997, IPT, Insignia and MAE GP entered into a definitive merger agreement pursuant to which (subject to shareholder approval and certain other conditions, including the receipt by AMIT of a fairness opinion from its investment bankers) AMIT would be merged with and into IPT, with each Class A Share and Class B Share being converted into 1.625 and 0.0332 Common Shares of IPT, respectively. The foregoing exchange ratios are subject to adjustment to account for dividends paid by AMIT from January 1, 1997 and dividends paid by IPT from February 1, 1997. It is anticipated that Insignia and its affiliates (including MAE) would own approximately 57% of post-merger IPT if this transaction is consummated. In November 1992, AAP, a Delaware limited partnership which now controls the working capital loan previously provided by Angeles Capital Investment, Inc. ("ACII"), was organized. Angeles Corporation ("Angeles") is the 99% limited partner of AAP and Angeles Acceptance Directives, Inc.("AAD"), which is wholly- owned by IPT, was, until April 14, 1995, the 1% general partner of AAP. On April 14, 1995, as part of a settlement of claims between affiliates of the General Partner and Angeles, AAD resigned as general partner of AAP and simultaneously received a .5% limited partner interest in AAP. An affiliate of Angeles now serves as the general partner of AAP. Total indebtedness, which is included in notes payable, was approximately $371,000 at June 30, 1998, with interest accruing monthly at prime plus 0.75% (9.25% at June 30, 1998). Total interest expense for this loan was approximately $17,000 for each of the six months ended June 30, 1998 and 1997. Total accrued interest for this loan was approximately $176,000 at June 30, 1998. On March 17, 1998, Insignia entered into an agreement to merge its national residential property management operations, and its controlling interest in IPT, with Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The closing, which is anticipated to happen in September or October of 1998, is subject to customary conditions, including government approvals and the approval of Insignia's shareholders. If the closing occurs, AIMCO will then control the General Partner of the Partnership. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership's investment properties consist of two apartment complexes. The following table sets forth the average occupancy of the properties for the six months ended June 30, 1998 and 1997: Average Occupancy 1998 1997 Bercado Shores Apartments Mishawaka, Indiana 94% 90% Brittany Point Apartments Huntsville, Alabama 91% 94% Occupancy at Bercado Shores increased for the six months ended June 30, 1998 as compared to June 30, 1997 due to a change in the rental strategy of management. In the winter of 1996-1997, rents were increased at a time when there is not much marketability in the Mishawaka, Indiana area, resulting in move outs. Rents were then lowered and occupancy has gradually increased during the last twelve months to its current rate. Occupancy at Brittany Point Apartments dropped as a result of increased home-buying in the Huntsville, Alabama market. Results of Operations The Partnership realized a net loss of approximately $150,000 and $369,000 for the three and six months ended June 30, 1998, compared to a net loss of approximately $185,000 and $400,000 for the three and six months ended June 30, 1997. The decrease in net loss was primarily due to an increase in rental income partially offset by an increase in total expenses. Rental income increased as a result of rental rate increases at both of the Partnership's investment properties and an increase in occupancy at Bercado Shores Apartments. These increases in rental income were partially offset by a decline in occupancy at Brittany Point Apartments. Operating expense increased due to increases in maintenance salaries at both of the Partnership's investment properties, an increase in tax services related to a successful tax appeal on behalf of the Bercado Shores Apartment property and an increase in the monthly contract yards and grounds at Brittany Point Apartments. Interest expense increased over the same period in 1997 due to increased default interest charged on the second mortgage note secured by Bercado Shores (see discussion of AMIT note below). The decrease in tax expense can be attributed to a reduction in taxes following the successful tax appeal for Bercado Shores Apartments in 1997. Included in operating expense for the six months ended June 30, 1998 is approximately $61,000 of major repairs and maintenance comprised primarily of gutter repairs and exterior building improvements. For the six months ended June 30, 1997, approximately $56,000 of major repairs and maintenance comprised primarily of gutter and swimming pool repairs are included in operating expense. As part of the ongoing business plan of the Partnership, the General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the General Partner will be able to sustain such a plan. Liquidity and Capital Resources The Partnership held cash and cash equivalents of approximately $381,000 at June 30, 1998 compared to approximately $290,000 at June 30, 1997. The net increase in cash and cash equivalents for the six months ended June 30, 1998 and 1997 was $53,000 and $97,000, respectively. While overall net cash provided by operating activities remained consistent, accounts payable increased as a result of the timing of payments which was partially offset by an increase in receivables and deposits due to an increase in tax and insurance escrows. Net cash used in investing activities for the six months ended June 30, 1998 is comparable to that used during the six months ended June 30, 1997. Net cash used in financing activities increased due to increased payments on notes payable. No distributions were made by the Partnership during the six months ended June 30, 1998 or 1997 nor are any anticipated in the near-term. The Partnership's second mortgage to Angeles Mortgage Investment Trust ("AMIT") in the amount of $1,350,000 plus accrued interest, which is secured by Bercado Shores Apartments, has been in default since 1993 due to nonpayment of interest and the maturity of the note in 1995. This indebtedness is recourse to the Partnership and the estimated fair value of this property is less than the total of its first and second mortgages. Since the default in March of 1993, AMIT has not indicated its intent to pursue its available remedies under the mortgage agreement; however, this property remains subject to foreclosure under the terms of the second mortgage agreement. The Partnership has initiated discussions with AMIT and hopes to negotiate a work-out, however there can be no assurance that the Partnership's negotiations will prove successful. The Partnership's note payable and accrued interest of approximately $547,000 due to Angeles Acceptance Pool, L.P. ("AAP") matured in November of 1997. The Partnership is currently in negotiations with the lender and hopes to either extend this note or settle the liability at a reduced amount. The General Partner anticipates that Brittany Point will generate sufficient cash flows for the next twelve months to meet its operating expenses, debt service requirements and to fund capital expenditures. The General Partner anticipates that Bercado Shores will generate sufficient cash flows for the next twelve months to cover its operating expenditures, however it is not expected to be able to completely fund desired capital expenditures or to pay its scheduled debt service on its second mortgage to AMIT. The Partnership's plan is to fund these items to the extent of available cash flow. The Partnership will fund its administrative expenses for the next twelve months by using cash on hand at June 30, 1998, and cash flow generated during 1998. There can be no assurance that these negotiations with the lenders will be successful. No other sources of additional financing are apparent and the General Partner currently has not developed alternative plans to remedy the liquidity problems the Partnership is currently experiencing. Year 2000 The Partnership is dependent upon the General Partner and Insignia for management and administrative services. Insignia has completed an assessment and will have to modify or replace portions of its software so that its computer systems will function properly with respect to dates in the year 2000 and thereafter (the "Year 2000 Issue"). The project is estimated to be completed no later than December 31, 1998, which is prior to any anticipated impact on its operating systems. The General Partner believes that with modifications to existing software and conversions to new software, the Year 2000 Issue will not pose significant operational problems for its computer systems. However, if such modifications and conversions are not made, or are not completed timely, the Year 2000 Issue could have a material impact on the operations of the Partnership. Other Certain items discussed in this quarterly report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act") and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Partnership to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. Such forward-looking statements speak only as of the date of this quarterly report. The Partnership expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Partnership's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, the General Partner and several of their affiliated partnerships and corporate entities. The complaint purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) which are named as nominal defendants, challenging the acquisition by Insignia and its affiliates of interests in certain general partner entities, past tender offers by Insignia affiliates to acquire limited partnership units, the management of partnerships by Insignia affiliates as well as a recently announced agreement between Insignia and AIMCO. The complaint seeks monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs have filed an amended complaint. The General Partner believes the action to be without merit, and intends to vigorously defend it. The General Partner is unaware of any other pending or outstanding litigation that is not of a routine nature. The General Partner believes that all such other matters will be resolved without a material adverse effect upon the Partnership's financial condition, results of operations, or liquidity. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. b) Reports on Form 8-K: None. SIGNATURES In accordance with the requirements of the Exchange Act, the Partnership caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANGELES PARTNERS VIII LIMITED PARTNERSHIP By: Angeles Realty Corporation as General Partner By: /s/Carroll D. Vinson Carroll D. Vinson President and Director By: /s/Robert D. Long, Jr. Robert D. Long, Jr. Chief Accounting Officer Date: August 12, 1998 EX-27 2
5 This schedule contains summary financial information extracted from Angeles Partners VII 1998 Second Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000276779 ANGELES PARTNERS VIII 1,000 6-MOS DEC-31-1998 JUN-30-1998 381 0 253 0 0 0 15,413 (10,771) 5,426 0 16,811 0 0 0 (14,571) 5,426 0 1,951 0 0 2,320 0 948 0 0 0 0 0 0 (369) (30.81) 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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