-----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, UdGV9lt5FXk7jh/ff82G8hQdfybjuDlCwKNLLVc1Vj2zkWvhORMOMwBlIq5GnviN XrhLnOw20CK+PgrZAItjdw== 0000712753-96-000001.txt : 19960227 0000712753-96-000001.hdr.sgml : 19960227 ACCESSION NUMBER: 0000712753-96-000001 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951130 FILED AS OF DATE: 19960223 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHELTER PROPERTIES V LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000712753 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 570721855 STATE OF INCORPORATION: SC FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-11574 FILM NUMBER: 96524739 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FIN'L PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA CITY: GREENVILLE STATE: SC ZIP: 29603 FORMER COMPANY: FORMER CONFORMED NAME: SHELTER PROPERTIES V DATE OF NAME CHANGE: 19871022 10KSB 1 FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) (As last amended by 34-31905, eff. 4/26/93) FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required] For the fiscal year ended November 30, 1995 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the transition period.........to......... Commission file number 0-11574 SHELTER PROPERTIES V LIMITED PARTNERSHIP (Name of small business issuer in its charter) South Carolina 57-0721855 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Insignia Financial Plaza, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Issuer's telephone number (864) 239-1000 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Units of Limited Partnership Interest (Title of class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 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 Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State issuer's revenues for its most recent fiscal year. $12,484,167 State the aggregate market value of the voting partnership interests by non- affiliates computed by reference to the price at which the partnership interests were sold, or the average bid and asked prices of such partnership interests, as of a specified date within the past 60 days. $13,778,450 DOCUMENTS INCORPORATED BY REFERENCE 1. Portions of the Prospectus of Registrant dated May 27, 1983 (included in Registration Statement, No.2-81308, of Registrant) are incorporated by reference into Parts I and III. PART I Item 1. Description of Business Shelter Properties V Limited Partnership (the "Registrant" or the "Partnership") is engaged in the business of acquiring, operating and holding real properties for investment. The Registrant acquired eight existing apartment properties during 1983 and 1984 and has been operating such properties since that time with the exception of Greenspoint Apartments, which the Partnership permitted a lender to foreclose upon on November 1, 1988. Commencing May 27, 1983, the Registrant offered through E. F. Hutton & Company Inc. ("Hutton") up to 99,900 Units of Limited Partnership Interest (the "Units") at a purchase price of $1,000 per Unit with a minimum purchase of 5 Units ($5,000), or 2 Units ($2,000) for an Individual Retirement Account. An additional 100 Units were purchased by the Corporate General Partner. Limited partners are not required to make any additional capital contributions. The Units were registered under the Securities Act of 1933 via Registration Statement No. 2-81308 (the "Registration Statement"). Reference is made to the Prospectus of Registrant dated May 27, 1983 (the "Prospectus") contained in said Registration Statement, which is incorporated herein by reference thereto. The offering terminated on December 8, 1983. Upon termination of the offering, the Registrant had accepted subscriptions for 52,538 Units, including 100 Units purchased by the Corporate General Partner, for an aggregate of $52,538,000. Unsold Units (numbering 47,462) were deregistered pursuant to Post Effective Amendment No. 3 to the Registration Statement filed with the Securities and Exchange Commission on December 21, 1983. The Registrant invested approximately $38,900,000 of such proceeds in eight existing apartment properties and thereby completed its acquisition program in January 1984 at approximately the expenditure level estimated in the Prospectus. Funds not expended because they are held as reserves have been invested by the Registrant, in accordance with the policy described in the Prospectus, in U. S. Government securities or other highly liquid, short-term investments where there is appropriate safety of principal. A further description of the Partnership's business is included in Management's Discussion and Analysis or Plan of Operation included in Item 6 of this Form 10-KSB. The Registrant has no employees. Management and administrative services are performed by Shelter Realty V Corporation, the Corporate General Partner, and by Insignia Management Group, L.P., an affiliate of Insignia Financial Group, Inc. ("Insignia"), the ultimate parent company of the Corporate General Partner. Pursuant to a management agreement between them, Insignia Management Group, L.P. provides property management services to the Registrant. The real estate business in which the Partnership is engaged is highly competitive and the Partnership is not a significant factor in this industry. The Registrant's property is subject to competition from similar properties in the vicinity in which the property is located. In addition, various limited partnerships have been formed by the General Partners and/or their affiliates to engage in business which may be competitive with the Registrant. Item 2. Description of Properties The following table sets forth the Registrant's investments in properties: Date of Property Purchase Type of Ownership Use Foxfire Apartments 07/19/83 Fee ownership, subject Apartment Atlanta, Georgia to first mortgage. 266 units Old Salem Apartments 08/25/83 Fee ownership, subject Apartment Charlottesville, Virginia to first mortgage. 364 units Woodland Village Apartments 09/01/83 Fee ownership, subject Apartment Columbia, South Carolina to first and second 308 units mortgages. Lake Johnson Mews Apartments 09/30/83 Fee ownership, subject Apartment Raleigh, North Carolina to first mortgage. 201 units The Lexington Apartments 10/31/83 Fee ownership, subject Apartment (Formerly Lexington Green) to first and second 267 units Sarasota, Florida mortgages. Millhopper Village Apartments 11/22/83 Fee ownership, subject Apartment Gainesville, Florida to first mortgage. 136 units Tar River Estates 01/18/84 Fee ownership, subject Apartment Greenville, North Carolina to first and second 402 units mortgages. Schedule of Properties:
Gross Carrying Accumulated Federal Property Value Depreciation Rate Method Tax Basis Foxfire Apts. $10,176,799 $ 5,242,494 5-29 yrs S/L $ 2,499,158 Old Salem Apts. 15,409,432 7,352,141 5-28 yrs S/L 3,630,313 Woodland Village Apts. 11,512,908 5,507,744 5-30 yrs S/L 2,736,742 Lake Johnson Mews Apts. 7,998,410 3,590,370 5-30 yrs S/L 2,165,541 The Lexington Apts. 9,550,806 3,899,213 5-34 yrs S/L 3,254,587 Millhopper Village Apts. 5,419,666 2,589,627 5-29 yrs S/L 1,343,640 Tar River Estates 12,772,178 6,232,995 5-27 yrs S/L 3,150,851 $72,840,199 $34,414,584 $18,780,832 See Note A to the financial statements in Item 7 for a description of Partnership's depreciation policy.
Schedule of Mortgages:
Principal Principal Balance At Stated Balance November 30, Interest Period Maturity Due At Property 1995 Rate Amortized Date Maturity Foxfire 1st Mortgage $ 4,866,017 7.50% (1) 02/01/99 $4,594,828 Old Salem 1st Mortgage 6,721,872 10.375% (2) 12/10/16 64,592 Woodland Village 1st Mortgage 2,329,248 9.50% (3) 01/01/97 2,264,698 2nd Mortgage 695,442 8.88% (4) 03/01/99 -- Lake Johnson Mews 1st Mortgage 4,134,432 9.375% (5) 06/01/97 3,893,758 The Lexington 1st Mortgage 3,712,865 7.60% (6) 11/15/02 2,869,663 2nd Mortgage 122,528 7.60% none 11/15/02 122,528 Millhopper Village 1st Mortgage 1,600,000 (7) none 06/10/01 1,600,000 Tar River Estates 1st Mortgage 5,129,584 7.60% (6) 11/15/02 3,964,527 2nd Mortgage 169,282 7.60% none 11/15/02 169,282 29,481,270 Less unamortized discounts (504,591) $28,976,679 (1) The principal balance is being amortized over 25 years with a balloon payment due February 1, 1999. (2) The principal balance is being amortized over 300 months. (3) The principal balance and discount are being amortized over 300 months with a balloon payment due January 1, 1997. (4) The principal balance is being amortized over 178 months. (5) The principal balance is being amortized over 264 months with a balloon payment due June 1, 1997. (6) The principal balance is being amortized over 257 months with a balloon payment due November 15, 2002. (7) The interest rate is variable from 7.5% - 9.5%.
On January 31, 1994, the Partnership refinanced the mortgage encumbering Foxfire Apartments. The refinancing replaced indebtedness on Foxfire in the amount of $4,993,610 of which $4,952,345 was principal and $41,265 was interest. The refinancing replaced the aforementioned indebtedness which carried a stated interest rate of 9.75% and had a maturity date of April 1, 1994. The new mortgage indebtedness of $5,000,000, which carries a stated interest rate of 7.5%, is amortized over 25 years with a balloon payment due on February 1, 1999. Total capitalized loan costs incurred were $81,565 and are being amortized over the life of the loan. In addition, in May 1994, the Partnership paid off the second mortgage balance of $349,365 on Millhopper Village which had a maturity date of February 15, 2002. The Partnership used available funds on hand to pay off the debt. In connection with this pay-off, the partnership recorded an extraordinary loss of $30,785. Average annual rental rate and occupancy for 1995 and 1994 for each property:
Average Annual Average Annual Rental Rates Occupancy 1995 1994 1995 1994 Foxfire $6,392 $6,031 96% 96% Old Salem 6,978 6,839 88 91 Woodland Village 6,466 6,320 95 96 Lake Johnson Mews 6,999 6,489 97 97 The Lexington 7,133 6,931 94 91 Millhopper Village 7,089 6,810 98 98 Tar River Estates 5,645 5,517 89 90
The Corporate General Partner attributes the increase in occupancy at The Lexington Apartments to an increase in population in the area and a change in management at the property. The increase in population is due to the continuing trend of people moving to Florida from other areas of the country due to the climate and economic factors. The decrease in occupancy at Old Salem is due to the property starting to bill utilities to the tenants. The Corporate General Partner believes occupancy will improve with the new tenants who will be willing to pay utilities in the near future. As noted under Item 1. "Description of Business", the real estate industry is highly competitive. All of the properties of the partnership are subject to competition from other residential apartment complexes in the area. The Corporate General Partner believes that all of the properties are adequately insured. The multifamily residential properties' lease terms are for one year or less. No residential tenant leases 10% or more of the available rental space. Real estate taxes and rates in 1995 for each property were: 1995 1995 Billing Rate Foxfire $114,491* 4.15 Old Salem 85,000* .72 Woodland Village 148,874* 3.05 Lake Johnson Mews 65,313* 1.23 The Lexington 148,723* 2.23 Millhopper Village 84,366* 2.76 Tar River Estates 135,048* 1.48 *Due to this property having a fiscal year different than the real estate tax year, tax expense does not agree to the 1995 billing. Item 3. Legal Proceedings The general partner responsible for management of the Partnership's business is Shelter Realty V Corporation, a South Carolina corporation (the "Corporate General Partner"). The only other general partner of the Partnership, N. Barton Tuck, Jr., is effectively prohibited by the Partnership's partnership agreement (the "Partnership Agreement") from participating in the management of the Partnership. The Corporate General Partner is an indirect subsidiary of Insignia Financial Group, Inc. ("Insignia"). The directors and officers of the Corporate General Partner also serve as executive officers of Insignia. The Corporate General Partner owns 100 Limited Partnership Units ("Units"). On May 27, 1995, an affiliate of the Corporate General Partner (the "Affiliated Purchaser") acquired 13,171 Units at a price of $350.00 per Unit pursuant to a tender offer (the "Affiliate Offer") described below. The Corporate General Partner and the Affiliated Purchaser are, therefore, entitled to participate in cash distributions made by the Partnership to its Unit holders. The Partnership made a distribution to the Unit holders during the first quarter of 1995. The Corporate General Partner presently expects that the Partnership will seek to make distributions in the future. The Corporate General Partner is also entitled to certain cash distributions in respect of its general partner interest. As a result of the Affiliated Purchaser's acquisition of 25.07% of the outstanding Units, the Affiliated Purchaser, an affiliate of the Corporate General Partner and Insignia, may be in a position to significantly influence any vote of the Unit holders. The Partnership has paid Insignia Management Group, L.P. ("IMG"), an affiliate of the Corporate General Partner, property management fees equal to 5% of the Partnership's apartment revenues for property management services in each of the periods ended November 30, 1994 and 1995, pursuant to property management agreements. Property management fees paid to IMG amounted to $592,076 and $614,669, respectively, for the years ended November 30, 1994 and 1995. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although Insignia and its affiliates are reimbursed by the Partnership for the expenses they incur in connection with providing those services. The Partnership Agreement also provides for reimbursement to the Corporate General Partner and its affiliates for costs incurred in connection with administration of the Partnership's activities. Pursuant to these provisions and in addition to the property management fees referred to above, the Partnership paid the Corporate General Partner and its affiliates (including the reimbursements to Insignia and its affiliates in connection with asset management and partnership administration services) an aggregate of $177,522 and $199,968, respectively, for the years ended November 30, 1994 and 1995. In addition, at various times during the past two fiscal years an affiliate of Insignia has held a promissory note or preferred stock issued by an unaffiliated company that provides insurance brokerage services to the Partnership. The terms of the Affiliated Purchaser's financing of the Affiliate Offer may result in future potential conflicts of interest. The Affiliated Purchaser paid for the Units it purchased pursuant to the Affiliate Offer with funds provided by Insignia, and Insignia, in turn, obtained these funds from its working capital. It is possible, however, that in connection with its future financing activities, Insignia may cause or request the Affiliated Purchaser to pledge its Units as collateral for loans, or otherwise agree to terms which provide Insignia and the Affiliated Purchaser with incentives to generate substantial near-term cash flow from the Affiliated Purchaser's investment in the Units. In such a situation, the Corporate General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. On April 27, 1995, the Affiliated Purchaser commenced the Affiliate Offer for up to 30% of the Units at a price of $350.00 per Unit. The Affiliate Offer expired on May 26, 1995. On May 27, 1995, an affiliate of the Corporate General Partner, the Affiliated Purchaser, acquired 13,171 Units at a price of $350.00 per Unit pursuant to the Affiliate Offer. During the Affiliate Offer, Carl C. Icahn and certain of his associates contacted Insignia about pursuing a variety of possible transactions on a joint venture basis. During those discussions, representatives of Insignia advised Mr. Icahn and his representatives that Insignia did not wish to discourage or prevent any transaction which would produce additional value for Unit holders. During those conversations, Mr. Icahn and his representatives expressed a desire to make an equity investment in the Affiliated Purchaser with a view to sharing in the economic benefits, if any, to be derived by the Affiliated Purchaser from the Affiliate Offer. The representatives of Insignia declined to agree to such an arrangement. Following those discussions, at approximately 6:45 p.m. on Monday, May 22, 1995, the Corporate General Partner received a letter from High River ("High River") which stated that High River was commencing, by public announcement, a cash tender offer for up to approximately 30% of the outstanding Units at a price of $402.50 per Unit (the "High River Offer"). High River sent similar letters to the Insignia affiliated corporate general partners of five other limited partnerships. On May 23, 1995, Insignia issued a press release which announced receipt of the letters. From 12:00 noon on Tuesday, May 23 through late in the evening of Wednesday, May 24, the Affiliated Purchaser, Insignia, and High River and their respective counsel had a series of meetings and telephone conversations to explore a possible joint venture relationship with respect to various real estate related investment opportunities, including the Affiliate Offer. Representatives of High River terminated the discussions. No agreement was reached with respect to the Affiliated Offer or any other matter. On the afternoon of Thursday, May 25, 1995, the Corporate General Partner received a second letter from High River stating that High River had initiated a tender offer for up to 40% of the outstanding Units at a price of $508.20 per Unit. High River also issued a press release announcing the High River Offer and that High River was commencing similar tender offers for units of limited partnership interest in five other partnerships in which other Insignia affiliates are the corporate general partners. Upon receiving the letter from High River, Insignia issued its own press release announcing the terms of the six High River offers. Also on May 25, 1995, the Corporate General Partner received a copy of a Complaint (the "High River Complaint") seeking, among other things, an order from the United States District Court for the District of Delaware enjoining the closing of the Affiliate Offer. The High River Complaint related to the Affiliate Offer and to five other tender offers made by affiliates of Insignia for units of limited partnership interests in other limited partnerships in which other affiliates of Insignia are general partners. The High River Complaint named as defendants the Affiliated Purchaser and each of the Insignia affiliates making the five other tender offers; the Corporate General Partner and the five other Insignia-affiliated general partners; and Insignia. The High River Complaint contained allegations that, among other things, the Affiliated Purchaser sought to acquire Units at highly inadequate prices, and that the Affiliate Offer contained numerous false and misleading statements and omissions of material facts. The alleged misstatements and omissions concerned, among other things, the true value of the units; the true financial conditions of the Partnership; the factors affecting the likelihood that properties owned by the Partnership will be sold or liquidated in the near future; the liquidity and value of the Units; the limited secondary market for Units; and the true nature of the market for underlying assets. The High River Complaint also alleged that the Affiliated Purchaser failed to comply with the requirements of Rule 13e-4 under the Securities Exchange Act of 1934. On Friday, May 26, 1995, the United States District Court for the District of Delaware denied High River's motion for a temporary restraining order to postpone the closing of the Affiliate Offer. On May 26, 1995, Insignia issued a press release announcing the Court's decision. High River subsequently voluntarily withdrew the High River Complaint without prejudice. On May 26, 1995, High River filed a Schedule 14D-1 relating to the High River Offer and containing an Offer to Purchase and a related Assignment of Partnership Interest. The Affiliate Offer expired as scheduled at midnight on May 26, 1995. As filed on May 26, 1995, the High River Offer was conditioned upon the Affiliate Offer being extended by at least 10 business days. High River issued a press release, dated May 26, 1995, announcing that the extension of the Affiliate Offer for 10 business days would be eliminated as a condition to the High River Offer. Also on May 26, the Chairman and Chief Executive Officer of Insignia received a letter from Mr. Icahn. In the letter, Mr. Icahn accused Insignia of disregarding its "fiduciary responsibilities." On Friday June 2, the High River Offer to Purchase and the related Assignment of Partnership Interests were mailed to Unit holders. On Monday, June 5, the Corporate General Partner delivered a letter to High River which requested that High River cure certain alleged critical omissions, misstatements, and deficiencies in the High River Offer by June 7, 1995. On June 7, the Corporate General Partner received a letter from Mr. Icahn in which Mr. Icahn states that High River does not agree with the positions taken in the Corporate General Partner's June 5 letter. On June 8, 1995, the Corporate General Partner commenced an action against High River and Carl C. Icahn in the United States District Court for the District of South Carolina. The complaint alleges that the High River Offer misleads Unit holders and violates federal securities laws. The Partnership seeks relief from High River's and Mr. Icahn's actions in the form of an injunction against the High River Offer, a judgment declaring that the untrue statements in and omissions from the High River Offer constitute violations of the federal securities laws, and an order requiring High River to make appropriate disclosures to correct all of the false and misleading statements in and omissions from the High River Offer. The Partnership and the Corporate General Partner recommended that the Unit holders reject the High River Offer and not tender their Units pursuant to the High River Offer, but stated that they may reconsider. The Partnership and the Corporate General Partner may reconsider their recommendation if High River makes additional disclosures to the Unit holders as the Corporate General Partner has requested. For further information, see the Partnership's Solicitation/Recommendation Statement on Schedule 14D-9 which was filed with the Securities and Exchange Commission on June 9, 1995. On June 12, 1995, High River filed an amendment to its Schedule 14D-1 containing a Supplement to its Offer to Purchase. The Supplement amends the High River Offer to increase the number of Units being sought to all of the outstanding Units and amends certain disclosures in the Offer to Purchase. Persons claiming to own Units filed a purported class action and derivative suit in the United States District Court for the District of South Carolina seeking, among other things, an order enjoining the Affiliate Offer. On Thursday, May 18, 1995, the Court denied plaintiffs' motion for a temporary restraining order postponing the closing of the Affiliate Offer, which expired as scheduled on May 26, 1995. Counsel for the parties are engaged in settlement discussions and may continue such discussions. The Complaint applies to the Affiliate Offer and to five other tender offers being made by affiliates of Insignia for units of limited partnership interests in other limited partnerships in which other affiliates of Insignia serve as general partners. The Complaint names as defendants the Affiliated Purchaser and each of the Insignia affiliates, including the five other tender offerors; the Corporate General Partner and five other Insignia-affiliated general partners; and four individuals who are officers and/or directors of Insignia, the Corporate General Partner and/or the Affiliated Purchaser. The Complaint contains allegations that, among other things, the defendants have intentionally mismanaged the Partnership and the five other Partnerships (collectively the "Partnerships") and acted contrary to the limited partners' best interests in order to prolong the lives of the Partnerships and thus continue the revenues derived by Insignia from the Partnerships while at the same time reducing the demand for the Partnerships' units in the limited resale market for the units by artificially depressing the trading prices for the units, in order to create a favorable environment for the Affiliate Offer and the five other tender offers. In the Complaint the plaintiffs also allege that in the Affiliate Offer and the five other tender offers, the Affiliated Purchaser will acquire effective voting control over the Partnerships at highly inadequate prices, and that the offers to purchase and related tender offer documents contain numerous false and misleading statements and omissions of material facts. The alleged misstatements and omissions concern, among other things, the advantages to Unit holders of tendering Units pursuant to the Affiliate Offer; the true value of the Units; the true financial condition of the Partnerships; the factors affecting the likelihood that properties owned by the Partnerships will be sold or liquidated in the near future; the liquidity and value of the Units; the limited secondary market for Units; and the true nature of the market for underlying assets. On Friday, June 16, plaintiffs filed an amended complaint which contained allegations that, among other things, the defendants engaged in a plan by which they misappropriated the Partnerships' assets and fraudulently induced limited partners to sell units to the defendants at highly inadequate prices by causing the Partnerships to take actions that artificially depressed the prices available for units and by knowingly disseminating false and misleading statements and omissions of material facts. The plaintiffs alleged that the defendants breached fiduciary duties and violated federal securities law by closing the Affiliate Offer and the five other tender offers made by affiliates of Insignia for units in the other Partnerships with the knowledge that the limited partners were not aware of the High River Offer. The plaintiffs further alleged that the defendants, since the close of the Affiliate Offer, had caused the Partnerships to enter into several wasteful transactions that had no business purpose or benefit to the Partnerships solely in order to entrench themselves in their positions of control over the Partnerships, with the effect of impeding and possibly preventing nonaffiliated entities from making tender offers that offer higher value to unit holders than defendants paid. Subsequent to the filing of the lawsuit by the Corporate General Partner against High River and Carl C. Icahn, the Corporate General Partner and High River began discussions in an attempt to settle the lawsuit. On Friday, June 16, 1995, High River issued a press release announcing that the expiration date of the High River Offer was extended until 12:00 midnight, New York City time on Wednesday, June 28, 1995, and that High River and the Corporate General Partner were engaged in settlement discussions. On Saturday, June 17, the Affiliated Purchaser and Insignia entered into an agreement with Carl C. Icahn and High River (the "Agreement") and the Corporate General Partner, among others, entered into a letter agreement with High River (together with the Agreement, the "Agreements"). The Agreements provide generally that Insignia would not, and will not cause or permit its affiliates to, actively oppose the High River Offer, but rather would take a neutral stance with respect to the High River Offer, except in the case of a competing third party bid made prior to the expiration of the High River Offer or the occurrence of any event materially adversely affecting High River Offer. The High River Offer would proceed in accordance with its terms, as amended, and the Corporate General Partner would cooperate to facilitate the admission of High River as a substitute limited partner with respect to any Units High River purchases pursuant to the High River Offer in accordance with the terms of the Partnership Agreement and applicable law. The Agreements limit High River's ability to amend or extend the High River Offer. Apart from purchases made by High River pursuant to the High River Offer, neither High River nor Insignia nor any of their respective affiliates would purchase any additional Units pursuant to a tender offer and can only purchase additional Units from time to time under certain conditions specified in the Agreements. High River would vote on certain matters concerning the Partnership as directed by Insignia. In addition, High River and its affiliates are prohibited from soliciting proxies with respect to the Partnership or otherwise making proposals concerning the Partnership directly to other Unit holders. High River and Insignia have certain buy-sell rights with respect to the other's Units which may be exercised 18 months after the effective date of the Agreements and annually thereafter and at earlier or later dates under other circumstances specified in the Agreements, including the proposal of certain transactions otherwise protected by the Agreements. The party selling Units pursuant to the buy-sell transaction must sell or cause to be sold to the other party all Units beneficially owned by the first party and its affiliates. Litigation initiated by the Corporate General Partner concerning the High River Offer and litigation initiated by High River concerning the Affiliate Offer was dismissed with prejudice and mutual releases were exchanged. On June 20, High River issued a press release announcing that the expiration date of the High River Offer was extended until 12:00 midnight, New York City time on Monday, July 3, 1995. On July 20, 1995, the Partnership mailed a letter to limited partners of the Partnership who tendered limited partnership units to the Affiliated Purchaser in the recent tender offer. The letter notifies the limited partners that the Affiliated Purchaser has offered to increase the amount paid to such limited partners by an additional 45%. On September 27, 1995, the parties to the purported class action and derivative suit described above, entered into a stipulation to settle the matter. The principal terms of the stipulation requires supplemental payments to tendering limited partners aggregating approximately $6 million to be paid by the Affiliated Purchaser; waiver by the Corporate General Partner and five other Insignia affiliated general partners of any right to certain proceeds from a sale or refinancing of the Partnership's properties; some restrictions on Insignia's ability to vote the limited partner interest it acquired; payment of $1.25 million for plaintiffs' attorney fees and expenses in the litigation; and general releases of all the defendants. The Partnership has accrued approximately $127,000 related to its allocated share of the $1.25 million. Provisional Court approval of the stipulation is required before it will be distributed to the class members for review. If a certain number of class members opt out, the settlement may be cancelled and no assurance can be given that this matter will be settled on the terms set forth above or otherwise. Item 4. Submission of Matters to a Vote of Security Holders During the fiscal year ended November 30, 1995, no matter was submitted to a vote of security holders through the solicitation of proxies or otherwise. PART II Item 5. Market for Partnership Equity and Related Partner Matters As of November 30, 1995, there was minimal trading of the Units in the secondary market establishing a value of $350 per unit as quoted in the Stanger Report for October 31, 1995. There are 3,343 holders of record owning an aggregate of 52,538 units. As disclosed in Item 3., Legal Proceedings, an affiliate of the Corporate General Partner purchased 13,171 units at $350 per unit. In addition, High River Limited Partnership purchased 6,407 units at $508.20 per Unit. No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future. Distributions of $252,036 were made in 1995 while distributions of $1,499,721 were made during 1994. Future distributions will depend on the levels of cash generated from operations, refinancings, property sales and the availability of cash reserves. Distributions may also be restricted by the requirement to deposit net operating income (as defined in the mortgage note) into the Reserve Account until the Reserve Account is funded an amount equal to $1,000 per apartment unit for each respective unit. Item 6. Management's Discussion and Analysis or Plan of Operation This item should be read in conjunction with the consolidated financial statements and other items contained elsewhere in this report. Results of Operations The Partnership had a net loss for the year ended November 30, 1995, of $341,871 and a net loss of $646,469 for the corresponding period of 1994. The decrease in net loss in 1995 is primarily attributable to increased apartment revenues as a result of monthly rental rate increases at all properties as well as an increase in other income. Other income increased due to an increase in various tenant charges resulting from high tenant turnovers at all properties and a leasing incentive bonus for the renewal of a laundry vending contract at Old Salem Apartments. Also contributing to the decrease in net loss were casualty gains of $213,794 as a result of two fires, one at Woodland Village and one at Old Salem. Both fires were covered by insurance. Partially offsetting the decrease in net loss was an increase in general and administrative expenses as a result of increased legal costs for an outstanding lawsuit as discussed in Item 3. Legal Proceedings, as well as increased administrative expenses in connection with the tender offers. The Partnership recorded a casualty gain in 1995 resulting from a fire at Woodland Village Apartments to the roof and interiors of four units. The damage resulted in a gain of $31,761 arising from proceeds from the Partnership's insurance carrier of $73,056 which exceeded the basis of the property and expenses to replace the roof and interiors damaged. The Partnership also recorded a casualty gain at Old Salem Apartments resulting from a fire in the basement and interiors of nine units located within the same building. The damage resulted in a gain of $182,033 arising from proceeds receivable from the Partnership's insurance carrier of $284,743 which exceeded the basis of the property and expenses to replace the interiors for the building damaged. At November 30, 1995, other assets included a receivable of $69,861 for insurance proceeds and accounts payable included $45,840 of outstanding invoices related to the casualty at Old Salem Apartments. Management relies on the annual appraisals performed by outside appraisers to assess the impairment of investment properties. There are three recognized approaches or techniques available to the appraiser. When applicable, these approaches are used to process the data considered significant to each to arrive at separate value indications. In all instances the experience of the appraiser, coupled with his objective judgement, plays a major role in arriving at the conclusions of the indicated value from which the final estimate of value is made. The three approaches commonly known are the cost approach, the sales comparison approach, and the income approach. The cost approach is often not considered to be reliable due to the lack of land sales and the significant amount of depreciation and, therefore, is often not presented. Upon receipt of the appraisals, any property which is stated on the books of the partnership above the estimated value given in the appraisal, is written down to the estimated value given by the appraiser. The appraiser assumes a stabilized occupancy at the time of the appraisal and, therefore, any impairment of value is considered to be permanent by Management. For the year ended November 30, 1995, no adjustments for the impairment of value were recorded. As part of the ongoing business plan of the Partnership, the Corporate 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 Corporate 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 Corporate General Partner will be able to sustain such a plan. Liquidity and Capital Resources At November 30, 1995, the Partnership had unrestricted cash of $790,730 compared to $1,357,647 at November 30, 1994 as a result of increased investing activity during 1995. Net cash used in investing activities increased as a result of an increase in cash invested in short-term investments in 1995 as compared to 1994. Net cash provided by operating activities increased primarily as a result of the decrease in net loss as previously discussed. Decreases in escrows for taxes and insurance and increases in accounts payable also contributed to the increase in net cash provided by operations. Net cash used in financing activities decreased due to the Partnership refinancing Foxfire Apartments in 1994 with no refinancing in 1995 and a decrease in partners' distributions in 1995. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the property to adequately maintain the physical assets and other operating needs of the Partnership. Such assets are currently thought to be sufficient for any near-term needs of the Partnership. The mortgage indebtedness of $28,976,679, net of discount, is amortized over varying periods with required balloon payments ranging from January 1, 1997, to November 15, 2002, at which time the properties will either be refinanced or sold. Future cash distributions will depend on the levels of net cash generated from operations, property sales, and the availability of cash reserves. During the years ended November 30, 1995, and 1994, the Partnership made distributions of $252,036 and $1,499,721, respectively. Item 7. Financial Statements SHELTER PROPERTIES V LIMITED PARTNERSHIP LIST OF FINANCIAL STATEMENTS Report of Independent Auditors Consolidated Balance Sheet--November 30, 1995 Consolidated Statements of Operations--Years ended November 30, 1995 and 1994 Consolidated Statements of Changes in Partners' Capital (Deficit)--Years ended November 30, 1995 and 1994 Consolidated Statements of Cash Flows--Years ended November 30, 1995 and 1994 Notes to Consolidated Financial Statements Report of Ernst & Young LLP, Independent Auditors The Partners Shelter Properties V Limited Partnership We have audited the accompanying consolidated balance sheet of Shelter Properties V Limited Partnership as of November 30, 1995, and the related consolidated statements of operations, changes in partners' capital (deficit) and cash flows for each of the two years in the period ended November 30, 1995. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Partnership's management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Shelter Properties V Limited Partnership as of November 30, 1995, and the consolidated results of its operations and its cash flows for each of the two years in the period ended November 30, 1995, in conformity with generally accepted accounting principles. /s/ERNST & YOUNG LLP Greenville, South Carolina January 17, 1996 SHELTER PROPERTIES V LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEET
November 30,1995 Assets Cash: Unrestricted $ 790,730 Restricted--tenant security deposits 358,728 Investments (Note B) 2,465,411 Accounts receivable 41,430 Escrow for taxes and insurance 321,679 Restricted escrows 743,417 Other assets 678,645 Investment properties: (Note C & F) Land $ 4,241,860 Buildings and related personal property 68,598,339 72,840,199 Less accumulated depreciation (34,414,584) 38,425,615 $43,825,655 Liabilities and Partners' Capital (Deficit) Liabilities Accounts payable $ 445,838 Tenant security deposits 360,905 Accrued taxes 196,337 Other liabilities 586,430 Mortgage notes payable (Note C) 28,976,679 Partners' Capital (Deficit) General partner $ (310,118) Limited partners (52,538 units issued and outstanding) 13,569,584 13,259,466 $43,825,655 See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES V LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended November 30, 1995 1994 Revenues: Rental income $11,811,585 $11,430,562 Other income 672,582 616,485 12,484,167 12,047,047 Expenses: Operating 3,425,781 3,356,376 General and administrative 591,775 312,773 Property management fees 614,669 592,076 Maintenance 1,959,569 2,011,082 Depreciation 2,913,473 2,754,928 Interest 2,757,748 2,860,091 Property taxes 776,817 777,110 13,039,832 12,664,436 Casualty gain 213,794 1,705 Loss before extraordinary item (341,871) (615,684) Extraordinary item - loss on extinguishment of debt (Note C) -- (30,785) Net loss (Note D) $ (341,871) $ (646,469) Net loss allocated to general partner (1%) $ (3,419) $ (6,465) Net loss allocated to limited partners (99%) (338,452) (640,004) $ (341,871) $ (646,469) Per limited partnership unit: Loss before extraordinary item $ (6.44) $ (11.60) Extraordinary item -- (.58) Net loss per limited partnership unit $ (6.44) $ (12.18) See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES V LIMITED PARTNERSHIP CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Limited Partnership General Limited Units Partners Partners Total Original capital contributions 52,538 $ 2,000 $52,538,000 $52,540,000 Partners' (deficit) capital at November 30, 1993 52,538 $(282,720) $16,282,283 $15,999,563 Partners' distributions paid -- (14,997) (1,484,724) (1,499,721) Net loss for the year ended November 30, 1994 -- (6,465) (640,004) (646,469) Partners' (deficit) capital at November 30, 1994 52,538 (304,182) 14,157,555 13,853,373 Partners' distributions paid -- (2,517) (249,519) (252,036) Net loss for the year ended November 30, 1995 52,538 (3,419) (338,452) (341,871) Partners' (deficit) capital at November 30, 1995 52,538 $(310,118) $13,569,584 $13,259,466 See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES V LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended November 30, 1995 1994 Cash flows from operating activities: Net loss $ (341,871) $ (646,469) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 2,913,473 2,754,928 Amortization of discounts and loan costs 164,225 167,585 Casualty gain (213,794) (1,705) Extraordinary item - loss on extinguishment of debt -- 30,785 Change in accounts: Restricted cash 16,822 (13,690) Accounts receivable (23,288) (441) Escrow for taxes and insurance 309,485 (102,457) Other assets (37,173) 52,256 Accounts payable 44,329 (74,793) Tenant security deposit liabilities (28,809) 27,854 Accrued taxes (251,355) 104,492 Other liabilities 30,152 45,643 Net cash provided by operating activities 2,582,196 2,343,988 Cash flows from investing activities: Property improvements and replacements (1,966,342) (1,417,238) Cash invested in short-term investments (10,003,913) (6,865,717) Cash received from matured investments 9,426,279 9,074,065 Deposits to restricted escrows (279,723) (176,689) Receipts from restricted escrows 406,860 134,956 Insurance proceeds from property damage 287,937 89,472 Net cash (used in) provided by investing activities (2,128,902) 838,849 Cash flows from financing activities: Payments on mortgage notes payable (768,175) (697,741) Repayment of mortgage notes payable -- (5,301,710) Proceeds from long-term borrowing -- 5,000,000 Loan costs -- (26,565) Partners' distributions (252,036) (1,499,721) Net cash used in financing activities (1,020,211) (2,525,737) Net (decrease) increase in cash (566,917) 657,100 Cash at beginning of period 1,357,647 700,547 Cash at end of period $ 790,730 $ 1,357,647 Supplemental disclosure of cash flow information: Cash paid for interest $ 2,589,745 $ 2,689,819 See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES V LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note A - Organization and Significant Accounting Policies Organization: Shelter Properties V Limited Partnership (the "Partnership ) was organized as a limited partnership under the laws of the State of South Carolina pursuant to a Certificate and Agreement of Limited Partnership filed August 21, 1981. The general partner responsible for management of the Partnership's business is Shelter Realty V Corporation, a South Carolina corporation (the "Corporate General Partner"). The only other general partner of the Partnership, N. Barton Tuck, Jr., is effectively prohibited by the Partnership's partnership agreement (the "Partnership Agreement") from participating in the management of the Partnership. The Corporate General Partner is an indirect subsidiary of Insignia Financial Group, Inc. ("Insignia"). The directors and officers of the Corporate General Partner also serve as executive officers of Insignia. The partnership agreement terminates December 31, 2023. The Partnership commenced operations on July 19, 1983 and completed its acquisition of apartment properties on January 18, 1984. The Partnership operates seven apartment properties located in the South and Southeast. Principles of Consolidation: The financial statements include all the accounts of the Partnership and its two 99.99% owned partnerships. All significant interpartnership balances have been eliminated. 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 amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Allocation of Cash Distributions: Cash distributions by the Partnership are allocated between general and limited partners in accordance with the provisions of the partnership agreement. The partnership agreement defines net cash from operations as revenue received less operating expenses paid, adjusted for certain specified items which primarily include mortgage payments on debt, property improvements and replacements not previously reserved, and the effects of other adjustments to reserves including reserve amounts deemed necessary by the Corporate General Partner. In the following notes to financial statements, whenever net cash from operations is used, it has the aforementioned meaning. The following is a reconciliation of the subtotal in the accompanying statements of cash flows captioned net cash provided by operating activities to net cash from (used by) operations, as defined in the partnership agreement. However, "net cash from operations" should not be considered an alternative to net income as an indicator of the Partnership's operating performance or to cash flows as a measure of liquidity.
1995 1994 Net cash provided by operating activities $ 2,582,196 $ 2,343,988 Property improvements and replacements (1,966,342) (1,417,238) Payments on mortgage notes payable (768,175) (697,741) Changes in reserves for net operating liabilities (60,163) (38,864) Changes in restricted escrows, net 127,137 (41,733) Insurance proceeds from property damage 287,937 89,472 Additional operating reserves (205,000) -- Mortgage repayment with cash reserves -- (349,365) Net cash used in operations $ (2,410) $ (111,481)
Note A - Organization and Significant Accounting Policies - (Continued) The General Partner believed it to be in the best interest of the Partnership to reserve an additional $205,000 at November 30, 1995, to fund continuing capital improvements and prepare for the refinancing of Woodland Village in 1996. Distributions made from reserves no longer considered necessary by the general partners are considered to be additional net cash from operations for allocation purposes. The partnership agreement provides that 99% of distributions of net cash from operations are allocated to the limited partners until they receive net cash from operations for such fiscal year equal to 7% of their adjusted capital values (as defined in the partnership agreement), at which point the general partners will be allocated all net cash from operations until they have received distributions equal to 10% of the aggregate net cash from operations distributed to partners for such fiscal year. Thereafter, the general partners will be allocated 10% of any distributions of remaining net cash from operations for such fiscal year. All distributions of distributable net proceeds (as defined in the partnership agreement) from property dispositions and refinancings will be allocated to the limited partners until each limited partner has received an amount equal to a cumulative 7% per annum return of the average of the limited partners' adjusted capital value, less any prior distributions of net cash from operations and distributable net proceeds, and has also received an amount equal to the limited partners' adjusted capital value. Thereafter, the general partners receive 1% of the selling prices of properties sold where they acted as a broker, and then the limited partners will be allocated 85% of any remaining distributions of distributable net proceeds and the general partners will receive 15%. Distributions may be restricted by the requirement to deposit net operating income (as defined in the mortgage note) into the Reserve Account until the Reserve Account is funded in an amount equal to $1,000 per apartment unit for each respective property. Undistributed Net Proceeds from Refinancing: At November 30, 1994, the Partnership had $2,785,000 of undistributed net proceeds from refinancings. No excess proceeds were received from the refinancing that occurred during 1994. As a result, there remains a balance of $2,785,000 in undistributed net proceeds from refinancings at November 30, 1995. Allocation of Profits, Gains and Losses: Profits, gains and losses of the Partnership are allocated between general and limited partners in accordance with the provisions of the partnership agreement. For any fiscal year, to the extent that profits, not including gains from property dispositions, do not exceed distributions of net cash from operations, such profits are allocated in the same manner as such distributions. In any fiscal year in which profits, not including gains from property disposition, exceed distributions of net cash from operations, such excess is treated on a cumulative basis as if it constituted an equivalent amount of distributable net proceeds and is allocated together with, and in the same manner as, that portion of gain described in the second sentence of the following paragraph. Any gain from property dispositions attributable to the excess, if any, of the indebtedness relating to a property immediately prior to the disposition of such property over the Partnership's adjusted basis in the property shall be allocated to each partner having a negative capital account balance, to the extent of such negative balance. The balance of any gain shall be treated on a cumulative basis as if it constituted an equivalent amount of distributable net proceeds and shall be allocated to the general partners to the extent that general partners would have received distributable net proceeds in connection therewith; the balance shall be allocated to the limited partners. However, the interest of the general partners will be equal to at least 1% of each gain at all times during the existence of the Partnership. All losses, including losses attributable to property dispositions, are allocated 99% to the limited partners and 1% to the general partners. Accordingly, net losses as shown in the statements of operations and changes in partners' capital for 1995 and 1994 were allocated 99% to the limited partners and 1% to the general partners. Net loss per limited partnership unit for each such year was computed as 99% of net loss divided by 52,538 weighted average units outstanding. Restricted Escrows: Capital Improvement Account - At the time of the refinancing of The Lexington and Tar River Estates mortgage notes payable in 1992, $273,795 of the proceeds were designated for a "capital improvement escrow" for certain capital improvements. At the time of the refinancing of Foxfire Apartments mortgage note payable in 1994, $150,000 of the proceeds were designated for a "capital improvement escrow" for certain capital improvements. All capital improvements were complete as of November 30, 1995, and the balance of this account was reduced to zero. Reserve Account - At the time of the refinancing of The Lexington and Tar River Estates mortgage notes payable in 1992, a general Reserve Account was established with the refinancing proceeds for each mortgaged property. These funds were established to cover necessary repairs and replacements of existing improvements, debt service, out of pocket expenses incurred for ordinary and necessary administrative tasks, and payment of real property taxes and insurance premiums. The Partnership is required to deposit net operating income (as defined in the mortgage note) from each refinanced property to the respective reserve account until they equal $1,000 per apartment unit or $676,000 in total. The current balance is $682,205, which includes interest earned on these funds. Escrows for Taxes and Insurance: Currently, these funds are held by the mortgagors for Foxfire and Lake Johnson Mews. For Tar River, The Lexington, Old Salem, Woodland Village and Millhopper; these properties' escrows are held by the Partnership. All escrow funds are designated for the payment of real estate taxes. Other Reserves: The general partners may designate a portion of cash generated from operations as other reserves in determining net cash from operations. The general partners designated as other reserves an amount equal to the net liabilities related to the operations of apartment properties during the current fiscal year that are expected to require the use of cash during the next fiscal year. The decreases in other reserves during 1995 and 1994 were $60,163 and $38,864, respectively, which amounts were determined by considering changes in the balances of restricted cash, accounts receivable, escrow for taxes and insurance, other assets, accounts payable, tenant security deposit liabilities, accrued taxes and other liabilities. At this time, the general partners expect to continue to adjust other reserves based on the net change in the aforementioned account balances. Depreciation: Depreciation is provided by the straight-line method over the estimated lives of the apartment properties and related personal property. For Federal income tax purposes, the accelerated cost recovery method is used (1) for real property over 15 years for additions prior to March 16, 1984, 18 years for additions after March 15, 1984, and before May 9, 1985, and 19 years for additions after May 8, 1985, and before January 1, 1987, and (2) for personal property over 5 years for additions prior to January 1, 1987. As a result of the Tax Reform Act of 1986, for additions after December 31, 1986, the modified accelerated cost recovery method is used for depreciation of (1) real property additions over 27 1/2 years and (2) personal property additions over 7 years. Present Value Discounts: Periodically, the Partnership incurs debt at below market rates for similar debt. Present value discounts are recorded on the basis of prevailing market rates and are amortized on an interest method over the life of the related debt. Loan Costs: Loan costs are included in other assets and are being amortized on a straight-line basis over the life of the related loans. Cash and Cash Equivalents: The Partnership considers only unrestricted cash to be cash. Certificates of deposit are considered to be investments. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Investments: Securities held-to-maturity and available-for-sale: The Corporate General Partner determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Debt securities are classified as held-to-maturity when the Partnership has the positive intent and ability to hold the securities to maturity. Held- to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in investment income. Interest on securities classified as held-to- maturity is included in investment income. Marketable equity securities and debt securities not classified as held-to- maturity are classified as available-for-sale. Presently, all of the Partnership's investments are classified as held-to-maturity. Available-for- sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported in a separate component of partner's capital. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in investment income. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in investment income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in investment income. Leases: The Partnership generally leases apartment units for twelve-month terms or less. The Partnership recognizes income as earned on its leases. In addition, management finds it necessary to offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Concessions are charged to expenses as incurred. Restricted Cash - Tenant Security Deposits: The Partnership requires security deposits from all lessees for the duration of the lease. Deposits are refunded when the tenant vacates the apartment if there has been no damage to the unit. Investment Properties: Investment properties consist of seven apartment complexes stated at cost. Costs of apartment properties that have been permanently impaired have been written down to appraised value. The corporate general partner relies on the annual appraisals performed by outside appraisers for the estimated value of the partnership's properties. There are three recognized approaches or techniques available to the appraiser. When applicable, these approaches are used to process the data considered significant to each to arrive at separate value indications. In all instances the experience of the appraiser, coupled with his objective judgement, plays a major role in arriving at the conclusions of the indicated value from which the final estimate of value is made. The three approaches commonly known are the cost approach, the sales comparison approach, and the income approach. The cost approach is often not considered to be reliable due to the lack of land sales and the significant amount of depreciation and, therefore, is often not presented. Upon receipt of the appraisals, any property which is stated on the books of the partnership above the estimated value given in the appraisal is written down to the estimated value given by the appraiser. The appraiser assumes a stabilized occupancy at the time of the appraisal and, therefore, any impairment of value is considered to be permanent by the Corporate General Partner. For the year ended November 30, 1995, no adjustments for the impairment of value were recorded. As of November 30, 1995, the Partnership adopted FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, which requires impairment losses to be recognized for long- lived assets used in operations when indicators of impairment are present and the undiscounted cash flows are not sufficient to recover the assets' carrying amount. The impairment loss is measured by comparing the fair value of the asset to its carrying amount. The adoption of FASB No. 121 did not have a material effect on the Partnership's financial statements. Reclassifications: Certain reclassifications have been made to the 1994 information to conform to the 1995 presentation. Note B - Investments Investments, stated at cost, consist of the following at November 30, 1995:
Interest Face Cost Maturity Rate Amount 1995 Date General Electric Credit Corp. 5.65% $1,487,000 $1,466,696 1/26/96 Commercial Paper First Union Corporation 5.35% 154,033 152,000 2/28/96 Certificate of Deposit First Union Corporation 5.40% 126,144 125,000 1/8/96 Certificate of Deposit First Union Corporation 5.35% 133,428 131,667 2/28/96 Certificate of Deposit First Union Corporation 5.35% 255,246 251,877 2/28/96 Certificate of Deposit First Union Corporation 5.40% 332,401 329,388 1/8/96 Certificate of Deposit $2,488,252 $2,456,628 Accrued Interest 8,783 $2,465,411
Note B - Investments - (Continued) The Partnership's investments are classified as held-to-maturity. The Corporate General Partner believes that the market value of the investments is approximately the same as the cost. Note C - Mortgage Notes Payable The principal terms of mortgage notes payable are as follows: Principal Monthly Principal Balance At Payment Stated Balance November 30, Including Interest Maturity Due At Property 1995 Interest Rate Date Maturity Foxfire 1st Mortgage $ 4,866,017 $ 36,950 7.50% 02/01/99 $ 4,594,828 Old Salem 1st Mortgage 6,721,872 65,459 10.375% 12/10/16 64,592 Woodland Village 1st Mortgage 2,329,248 23,590 9.50% 01/01/97 2,264,698 2nd Mortgage 695,442 20,771 8.88% 03/01/99 -- Lake Johnson Mews 1st Mortgage 4,134,432 44,805 9.375% 06/01/97 3,893,758 The Lexington 1st Mortgage 3,712,865 31,268 7.60% 11/15/02 2,869,663 2nd Mortgage 122,528 776 7.60% 11/15/02 122,528 Millhopper Village 1st Mortgage 1,600,000 11,333 variable 06/10/01 1,600,000 Tar River Estates 1st Mortgage 5,129,584 43,200 7.60% 11/15/02 3,964,527 2nd Mortgage 169,282 1,072 7.60% 11/15/02 169,282 29,481,270 $279,224 Less unamortized discounts (504,591) $28,976,679
The Partnership exercised interest rate buy-down options for Tar River and The Lexington when the debt was refinanced, reducing the stated rate from 8.76% to 7.60%. The fee for the interest rate reduction amounted to $677,021 and is being amortized as a loan discount on the interest method over the life of the loans. The unamortized discount fee is reflected as a reduction of the mortgage notes payable and increases the effective rate of the debt to 8.76%. Note C - Mortgage Notes Payable - (Continued) On January 31, 1994, the Partnership refinanced the mortgage encumbering Foxfire Apartments. The refinancing replaced indebtedness on Foxfire in the amount of $4,993,610 of which $4,952,345 was principal and $41,265 was interest. The refinancing replaced the aforementioned indebtedness which carried a stated interest rate of 9.75% and had a maturity date of April 1, 1994. The new mortgage indebtedness of $5,000,000, which carries a stated interest rate of 7.5%, is amortized over 25 years with a balloon payment due on February 1, 1999. Total capitalized loan costs incurred were $81,565 and are being amortized over the life of the loan. In addition, in May 1994, the Partnership paid off the second mortgage balance of $349,365 on Millhopper Village which had a maturity date of February 15, 2002. The Partnership used available funds on hand to pay off the debt. In connection with this pay-off, the Partnership recorded an extraordinary loss of $30,785. The mortgage notes payable are non-recourse and are secured by pledge of the respective apartment properties and by pledge of revenues from the respective apartment properties. Certain of the notes require prepayment penalties if repaid prior to maturity and prohibit resale of the properties subject to existing indebtedness. Scheduled principal payments of mortgage notes payable subsequent to November 30, 1995, are as follows: 1996 $ 820,300 1997 6,893,554 1998 708,290 1999 5,070,172 2000 450,601 Thereafter 15,538,353 $29,481,270 Note D - Income Taxes The Partnership has received a ruling from the Internal Revenue Service that it will be classified as a partnership for Federal income tax purposes. Accordingly, no provision for income taxes is made in the financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners. Note D - Income Taxes - (Continued) The following is a reconciliation of reported net loss and Federal taxable loss: 1995 1994 Net loss as reported $ (341,871) $ (646,469) Add (deduct): Amortization of present value discounts 20,160 53,066 Depreciation differences (1,019,497) (1,048,506) Change in prepaid rental 62,873 69,130 Other 26,943 16,362 Accrued legal expenses 124,232 -- Casualty gain not reported for taxes (213,794) -- Federal taxable loss $(1,340,954) $(1,556,417) Federal taxable loss per limited partnership unit $ (25.27) $ (29.33) The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net assets and liabilities: Net assets as reported $ 13,259,466 Buildings 6,699,624 Accumulated depreciation (26,344,407) Syndication fees 6,746,551 Other 352,416 Net assets - tax basis $ 713,650 Note E - Transactions with Affiliated Parties The Partnership has no employees and is dependent on the Corporate General Partner and its affiliates for the management and administration of all partnership activities. The partnership agreement provides for payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. Balances and other transactions with affiliates of Insignia Financial Group, Inc. in 1995 and 1994 are: 1995 1994 Property management fees $614,669 $592,076 Data processing services 42,090 44,777 Marketing services 11,408 13,025 Reimbursement for services of affiliates 146,470 119,720 Note E - Transactions With Affiliated Parties - (Continued) The Partnership insures its properties under a master policy through an agency and insurer unaffiliated with the Corporate General Partner. An affiliate of the Corporate 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 current year's master policy. The current agent assumed the financial obligations to the affiliate of the Corporate General Partner, who receives payments on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the Corporate General Partner by virtue of the agent's obligations is not significant. Note F - Real Estate and Accumulated Depreciation Apartment Properties
Initial Cost To Partnership Buildings Cost and Related Capitalized Personal Subsequent to Description Encumbrances Land Property Acquisition Foxfire Apartments $ 4,866,017 $ 830,026 $ 9,122,319 $ 224,454 Atlanta, Georgia Old Salem Apartments 6,721,872 653,895 12,663,717 2,091,820 Charlottesville, Virginia Woodland Village Apartments 3,024,690 604,853 9,135,135 1,772,920 Columbia, South Carolina Lake Johnson Mews Apartments 4,134,432 338,336 6,725,048 935,026 Raleigh, North Carolina The Lexington Apartments 3,835,393 1,101,956 6,620,228 1,828,622 Sarasota, Florida Millhopper Village Apartments 1,600,000 239,016 4,305,012 875,638 Gainesville, Florida Tar River Estates 5,298,866 473,778 9,984,906 2,313,494 Greenville, North Carolina Totals $29,481,270 $4,241,860 $58,556,365 $10,041,974
Note F - Real Estate and Accumulated Depreciation - (Continued)
Gross Amount At Which Carried At November 30, 1995 Buildings And Related Personal Accumulated Date of Date Depreciable Description Land Property Total Depreciation Construction Acquired Life-Years Foxfire Atlanta, Georgia $ 830,026 $ 9,346,773 $10,176,799 $ 5,242,494 1969-1971 07/19/83 5-29 Old Salem Charlottesville, 653,895 14,755,537 15,409,432 7,352,141 1969-1971 08/25/83 5-28 Woodland Village Columbia, South Carolina 604,853 10,908,055 11,512,908 5,507,744 1974 09/01/83 5-30 Lake Johnson Mews Raleigh, North Carolina 338,336 7,660,074 7,998,410 3,590,370 1972-1973 09/30/83 5-30 The Lexington Sarasota, Florida 1,101,956 8,448,850 9,550,806 3,899,213 1973-1982 10/31/83 5-34 Millhopper Village Gainesville, Florida 239,016 5,180,650 5,419,666 2,589,627 1970-1976 11/22/83 5-29 Tar River Estates Greenville, North Carolina 473,778 12,298,400 12,772,178 6,232,995 1969-1972 01/18/84 5-27 Totals $4,241,860 $68,598,339 $72,840,199 $34,414,584
Reconciliation of Real Estate and Accumulated Depreciation : Years Ended November 30, 1995 1994 Real Estate Balance at beginning of year $71,195,703 $69,940,686 Property improvements 1,966,342 1,417,238 Disposals of property (321,846) (162,221) Balance at End of Year $72,840,199 $71,195,703 Accumulated Depreciation Balance at beginning of year $31,704,086 $29,072,968 Additions charged to expense 2,913,473 2,754,928 Disposals of property (202,975) (123,810) Balance at end of year $34,414,584 $31,704,086 The aggregate cost of the real estate for Federal income tax purposes at November 30, 1995 and 1994 is $79,539,822 and $77,823,822. The accumulated depreciation taken for Federal income tax purposes at November 30, 1995 and 1994 is $60,758,990 and $56,826,021. Note G - Contingencies Tender Offer Litigation: The Corporate General Partner owns 100 Limited Partnership Units ("Units"). On or about April 26 and 27, 1995, six entities ("Affiliated Purchaser") affiliated with the Partnership commenced tender offers for limited partner interests in six limited partnerships, including the Partnership (collectively, the "Shelter Properties Partnerships"). On May 27, 1995, the Affiliated Purchaser acquired 13,171 units of the Partnership pursuant to the tender offer. On or about May 12, 1995, in the United States District Court for the District of South Carolina, certain limited partners of the Shelter Properties Partnerships commenced a lawsuit, on behalf of themselves, on behalf of a putative class of plaintiffs, and derivatively on behalf of the partnerships, challenging the actions taken by defendants (including Insignia, the acquiring entities and certain officers of Insignia) in the management of the Shelter Properties Partnerships and in connection with the tender offers and certain other matters. The plaintiffs alleged that, among other things: (i) the defendants intentionally mismanaged the partnerships and acted contrary to the limited partners' best interests by prolonging the existence of the partnerships in order to perpetuate the revenues derived by Insignia and its affiliates from the partnerships, (ii) the defendants' actions reduced the demand for the partnerships' limited partner interests in the limited resale market by artificially depressing the trading prices for limited partners interests in order to create a favorable environment for the tender offers; (iii) through the tender offers, the acquiring entities sought to acquire effective voting control over the partnerships while paying highly inadequate prices; and (iv) the documents disseminated to the class in connection with the tender offers contained false and misleading statements and omissions of material facts concerning such issues as the advantages to limited partners of tendering pursuant to the tender offers, the true value of the interest, the true financial condition of the partnerships, the factors affecting the likelihood that properties owned by the partnerships will be sold or liquidated in the near future, the liquidity and true value of the limited partner interests, the reasons for the limited secondary market for limited partner interests, and the true nature of the market for the underlying real estate assets owned by the partnerships all in violation of the federal securities laws. On September 27, 1995, the parties entered into a stipulation to settle the matter. The principal terms of the stipulation require supplemental payments to tendering limited partners aggregating approximately $6 million to be paid by the Affiliated Purchaser; waiver by the Shelter Properties Partnership's general partners of any right to certain proceeds from a sale or refinancing of the partnerships' properties; some restrictions on Insignia's ability to vote the limited partner interests it acquired; payment of $1.25 million for plaintiffs' attorney fees and expenses in the litigation; and general releases of all the defendants. The Partnership has accrued approximately $127,000 as its allocated share of the $1.25 million. Provisional Court approval of the stipulation is required before it will be distributed to the class members for review. If a certain number of class members opt out, the settlement may be cancelled. No assurance can be given that this matter will be settled on the terms, set forth above or otherwise. Note H - Gain on Casualty The Partnership recorded a casualty gain in 1995 resulting from a fire at Woodland Village Apartments which damaged the roof and interiors of four units. The damage resulted in a gain of $31,761 arising from proceeds from the Partnership's insurance carrier of $73,056 which exceeded the basis of the property and expenses to replace the roof and interiors damaged. The Partnership also recorded a casualty gain at Old Salem Apartments resulting from a fire in the basement and interiors of nine units located within the same building. The damage resulted in a gain of $182,033 arising from proceeds receivable from the Partnership's insurance carrier of $284,743 which exceeded the basis of the property and expenses to replace the interiors of the building damaged. At November 30, 1995, other assets included a receivable of $69,861 for insurance proceeds and accounts payable included $45,840 of outstanding invoices related to the casualty at Old Salem Apartments. PART III Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance with Section 16(a) of the Exchange Act The Registrant has no officers or directors. The Individual and Corporate General Partners are as follows: Individual General Partner - N. Barton Tuck, Jr., age 57, is the Individual General Partner of the Registrant. Mr. Tuck is Chairman of GolfSouth Management, Inc. Until August 1990, he served as Chairman and Chief Executive Officer of U.S. Shelter Corporation ("Shelter"), the former parent of AmReal Corporation (parent of the Corporate General Partner of the Partnership). For six years prior to 1966, Mr. Tuck was employed in Greenville, South Carolina by the certified public accounting firm of S.D. Leidesdorf & Company. From 1966 to 1970, he was a registered representative with the investment banking firm of Harris Upham & Co., Inc. in Greenville, South Carolina. Since 1970, Mr. Tuck has been engaged in arranging equity investments for individuals and partnerships. Mr. Tuck is a graduate of the University of North Carolina. Mr. Tuck has delegated to the Corporate General Partner all of his authority, as a general partner of the Partnership, to manage and control the Partnership and its business and affairs. Corporate General Partner - The names and ages of, as well as the positions and offices held by, the executive officers and directors of Shelter Realty V Corporation are set forth below. There are no family relationships between or among any officers or directors. Name Age Position William H. Jarrard, Jr. 49 President Ronald Uretta 39 Vice President and Treasurer John K. Lines 36 Vice President and Secretary Kelley M. Buechler 38 Assistant Secretary Mr. Jarrard, who had previously served as Vice President, became President in August 1994. In June 1994, Mr. Lines became Secretary and Ms. Buechler, who had previously held the position, became Assistant Secretary. William H. Jarrard has been President of the Corporate General Partner since August 1994 and Managing Director - Partnership Administration of Insignia since January 1991. During the five years prior to joining Insignia in 1991, he serve din similar capacities for U. S. Shelter. Ronald Uretta has been Insignia's Chief Financial Officer and Treasurer since January 1992. Since September 1990, Mr. Uretta has also served as the Chief Financial Officer and Controller of Metropolitan Asset Group. From May 1988 until September 1990, Mr. Uretta was a self-employed financial consultant. From January 1978 until January 1988, Mr. Uretta was employed by Veltri Raynor & Company, independent certified public accountants. John K. Lines, Esq. has been Vice President and Secretary of the Corporate General Partner since August 1994, Insignia's General Counsel since June 1994, and General Counsel and Secretary since July 1994. From May 1993 until June 1994, Mr. Lines was the Assistant General Counsel and Vice President of Ocwen Financial Corporation, West Palm Beach, Florida. From October 1991 until May 1993, Mr. Lines was a Senior Attorney with BANC ONE CORPORATION, Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was an attorney with Squire Sanders & Dempsey, Columbus, Ohio. Kelley M. Buechler is Assistant Secretary of the Corporate General Partner and Assistant Secretary of Insignia since 1991. During the five years prior to joining Insignia in 1991, she served in similar capacities for U. S. Shelter. Ms. Buechler is a graduate of the University of North Carolina. Item 10. Executive Compensation Neither the Individual General Partner nor any of the directors and officers of the Corporate General Partner received any remuneration from the Registrant. Item 11. Security Ownership of Certain Beneficial Owners and Management Except as noted below, no person or entity was known by the Registrant to be the beneficial owner of more than 5% of the Limited Partnership Units of the Registrant as of November 30, 1995. Number Entity of Units Percentage SP V Acquisition, LLC 13,171 25.07% High River Limited Partnership 6,407 12.20% No director or officer of the Corporate General Partner owns any Units. The Corporate General Partner owns 100 Units as required by the terms of the partnership agreement governing the Partnership. Item 12. Certain Relationships and Related Transactions The Individual General Partner and the Corporate General Partner received, collectively, $2,517 as their prorata share of the distribution made during the first quarter of 1995. No cash distributions were made during the remainder of the year ended November 30, 1995. For a description of the share of cash distributions from operations, if any, to which the general partners are entitled, reference is made to the material contained in the Prospectus under the heading PROFITS AND LOSSES AND CASH DISTRIBUTIONS. The Registrant has a property management agreement with Insignia Management Group, L.P. pursuant to which Insignia Management Group, L.P. has assumed direct responsibility for day-to-day management of the Partnership's properties. This service includes the supervision of leasing, rent collection, maintenance, budgeting, employment of personnel, payment of operating expenses, etc. Insignia Management Group, L.P. receives a property management fee equal to 5% of apartment revenues. During the fiscal year ended November 30, 1995, Insignia Management Group, L.P. received $614,669 in fees for property management. For a more detailed description of the management fee that Insignia Management Group, L.P. is entitled to receive, see the material contained in the Prospectus under the heading CONFLICTS OF INTEREST - Property Management Services. For a further description of payments made by the Registrant to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Registrant, see Note E of the financial statements included as part of this report. Item 13. 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 filed in the fourth quarter of fiscal year 1995: None. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SHELTER PROPERTIES V LIMITED PARTNERSHIP By: Shelter Realty V Corporation Corporate General Partner By: /s/William H. Jarrard, Jr. William H. Jarrard, Jr. President Date: February 22, 1996 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. /s/William H. Jarrard, Jr. William H. Jarrard, Jr. Date: February 22, 1996 President /s/Ronald Uretta Ronald Uretta Date: February 22, 1996 Principal Financial Officer and Principal Accounting Officer EXHIBIT INDEX Exhibit 3 See Exhibit 4(a) 4 (a) Amended and Restated Certificate and Agreement of Limited Partnership [included as Exhibit A to the Prospectus of Registrant dated May 27, 1983 contained in Amendment No. 1 to Registration Statement No. 2-81308, of Registrant filed June 8, 1982 (the "Prospectus") and incorporated herein by reference]. (b) Subscription Agreement and Signature Page [included as Exhibit 4(A) and 4(B) to the Registration Statement, incorporated herein by reference]. (c) Promissory Note and Deed of Trust; Assignment of Leases, Rents & Profits; and Security Agreement between The Mutual Benefit Life Insurance Company and Shelter Properties V. [Filed as Exhibit 4(c) to Form 10-K of Registrant filed February 26, 1988 and incorporated herein by reference]. (d) Registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of any instrument with respect to long term debt which does not exceed 10% of the total assets of the Registrant. 10(i) Contracts related to acquisition of properties: (a) Purchase Agreement dated May 23, 1983, between CFC 1978 Partnership C and U.S. Shelter Corporation to acquire Foxfire Apartments.* (b) Purchase Agreement dated May 14, 1983 between Old Salem and U.S. Shelter Corporation to acquire Old Salem Apartments.* (c) Purchase Agreement dated April 21, 1983 between Europco Management Company of America and U.S. Shelter Corporation to acquire Woodland Village Apartments.* (d) Purchase Agreement dated May 6, 1983 between Europco Management Company of America and U.S. Shelter Corporation to acquire Lake Johnson Mews.* *Filed as Exhibits 12(a) through 12(D), respectively, to Amendment No. 1 of Registration Statement No. 2-81308 of Registrant filed May 24, 1983 and incorporated herein by reference. (e) Purchase Agreement dated June 17, 1983 between The Lexington Apartments and U.S. Shelter Corporation to acquire The Lexington Apartments. [Filed as Exhibit 12(E) to Post-Effective Amendment No. 1 of Registration Statement No. 2-81308 of Registrant filed June 27, 1983 and incorporated herein by reference]. (f) Purchase Agreement dated August 26, 1983 between James S. Quincey and U.S. Shelter Corporation to acquire Millhopper Village Apartments. [Filed as Exhibit 12(F) to Post-Effective Amendment No. 1 of Registration Statement No. 2-81308 of Registrant filed October 13, 1983 and incorporated herein by reference]. (g) Purchase Agreement dated November 21, 1983 between Southwest Realty, Ltd. and U.S. Shelter Corporation to acquire Greenspoint Apartments [Filed as Exhibit 10(A) to Form 8-K of Registrant dated December 8, 1983 and incorporated herein by reference]. (h) Purchase Agreement dated December 14, 1983 between Virginia Real Estate Investors and U.S. Shelter Corporation to acquire Tar River Estates. [Filed as Exhibit 10(B) to Form 8-K of Registrant dated December 8, 1983 and incorporated herein by reference]. (i) Promissory Note dated December 10, 1991 and Deed of Trust and Security Agreement dated December 18, 1991 for the refinancing of Old Salem Apartments. [Filed as Exhibit 3(d) to Form 10-K of Registrant filed February 28, 1992 and incorporated herein by reference]. (ii) Form of Management Agreement with U.S. Shelter Corporation subsequently assigned to Shelter Management Group, L.P. (now known as Insignia Management Group, L.P.) [Filed as Exhibit 10 (ii) to Form 10-K of Registrant filed February 26, 1988 and incorporated herein by reference]. (iii) Contracts related to refinancing of debt: (a) First Deeds of Trust and Security Agreements dated October 28, 1992 between New Shelter Properties V Limited Partnership and Joseph Philip Forte (Trustee) and First Commonwealth Realty Credit Corporation, a Virginia Corporation securing the following properties: Tar River and The Lexington. ** (b) Second Deeds of Trust and Security Agreements dated October 28, 1992 between New Shelter Properties V Limited Partnership and Joseph Philip Forte (Trustee) and First Commonwealth Realty Credit Corporation, A Virginia Corporation, securing the following properties: Tar River and The Lexington. ** (c) First Assignments of Leases and Rents dated October 28, 1992 between New Shelter Properties V Limited Partnership and Joseph Philip Forte (Trustee) and First Commonwealth Realty Credit Corporation, a Virginia Corporation, securing the following properties: Tar River and The Lexington. ** (d) Second Assignments of Leases and Rents dated October 28, 1992 between New Shelter Properties V Limited Partnership and Joseph Philip Forte (Trustee) and First Commonwealth Realty Credit Corporation, a Virginia Corporation, securing the following properties: Tar River and The Lexington. ** (e) First Deeds of Trust Notes dated October 28, 1992 between New Shelter Properties V Limited Partnership and First Commonwealth Realty Credit Corporation, relating to the following properties: Tar River and The Lexington. ** (f) Second Deeds of Trust Notes dated October 28, 1992 between New Shelter Properties V Limited Partnership and First Commonwealth Realty Credit Corporation, relating to the following properties: Tar River and The Lexington.** **Filed as Exhibits 10 (iii) a through f, respectively, to Form 10-KSB - Annual or Transitional Report filed February 26, 1993 and incorporated herein by reference. (g) Modification to Security Instruments dated January 31, 1994, between Foxfire V Limited Partnership and John Hancock Mutual Life Insurance Company, relating to Foxfire Apartments.*** (h) Deposit and Security Agreement dated January 31, 1994, between Foxfire V Limited Partnership and John Hancock Real Estate Finance, Inc., relating to Foxfire Apartments.*** ***Filed as Exhibits 10(iii) g and h, respectively, to Form 10KSB - Annual or Transitional Report filed February 28, 1994 and incorporated herein by reference. 22 Subsidiaries of the Registrant. 27 Financial Data Schedule. 99 (a) Prospectus of Registrant dated May 27, 1983 (included in Registration Statement No. 2-81308, of Registrant and incorporated herein by reference). (b) Agreement of Limited Partnership for New Shelter V, Limited Partnership between Shelter V GP Limited Partnership and Shelter V Limited Partnership entered into on October 21, 1992. (Filed as Exhibit 28 (b) to Form 10-KSB Annual or Transitional Report filed February 26, 1993 and incorporated herein by reference.) (c) Agreement of Limited Partnership for Foxfire Apartments V Limited Partnership between Shelter V GP Limited Partnership and Shelter Properties V Limited Partnership entered into on September 13, 1992. (Filed as Exhibit 28 (c) to Form 10-KSB - Annual or Transitional Report filed February 26, 1993 and incorporated herein by reference.) EX-27 2
5 This schedule contains summary financial information extracted from Shelter Properties V 1995 10-KSB and is qualified in its entirety by reference to such 10-KSB. 0000712753 SHELTER PROPERTIES V 1 12-MOS NOV-30-1995 NOV-30-1995 790,730 0 41,430 0 0 4,721,395 72,840,199 34,414,584 43,825,655 1,589,510 0 0 0 0 13,259,466 43,825,655 12,484,167 0 0 13,039,832 0 0 2,575,748 0 0 0 0 0 0 (341,871) (6.44) 0
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