10QSB 1 sp6.txt SP6 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 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number 0-13261 SHELTER PROPERTIES VI (Exact name of small business issuer as specified in its charter) South Carolina 57-0755618 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 Beattie Place, P.O. Box 1089 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) SHELTER PROPERTIES VI BALANCE SHEET (Unaudited) (in thousands, except per unit data) March 31, 2001
Assets Cash and cash equivalents $ 1,176 Receivables and deposits 131 Restricted escrows 833 Other assets 393 Investment properties: Land $ 3,759 Buildings and related personal property 40,551 44,310 Less accumulated depreciation (24,993) 19,317 $ 21,850 Liabilities and Partners' Deficit Liabilities Accounts payable $ 109 Tenant security deposit liabilities 165 Accrued property taxes 469 Other liabilities 389 Mortgage notes payable 21,574 Partners' Deficit General partners $ (256) Limited partners (42,324 units issued and outstanding) (600) (856) $ 21,850 See Accompanying Notes to Financial Statements
b) SHELTER PROPERTIES VI STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data) Three Months Ended March 31, 2001 2000 Revenues: Rental income $2,043 $2,597 Other income 245 174 Total revenues 2,288 2,771 Expenses: Operating 760 1,148 General and administrative 110 108 Depreciation 444 613 Interest 474 598 Property taxes 208 285 Total expenses 1,996 2,752 Net income $ 292 $ 19 Net income allocated to general partners (1%) $ 3 $ -- Net income allocated to limited partners (99%) 289 19 $ 292 $ 19 Net income per limited partnership unit $ 6.83 $ .45 Distributions per limited partnership unit $50.35 $10.02 See Accompanying Notes to Financial Statements c) SHELTER PROPERTIES VI STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partners Partners Total Original capital contributions 42,324 $ 2 $42,324 $42,326 Partners' (deficit) capital at December 31, 2000 42,324 $ (246) $ 1,242 $ 996 Distributions to partners -- (13) (2,131) (2,144) Net income for the three months ended March 31, 2001 -- 3 289 292 Partners' (deficit) capital at March 31, 2001 42,324 $ (256) $ (600) $ (856) See Accompanying Notes to Financial Statements
d) SHELTER PROPERTIES VI STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Three Months Ended March 31, 2001 2000 Cash flows from operating activities: Net income $ 292 $ 19 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 444 613 Amortization of discounts and loan costs 55 100 Change in accounts: Receivables and deposits 540 391 Other assets (110) (45) Accounts payable (51) (70) Tenant security deposit liabilities -- (4) Accrued property taxes (85) 54 Other liabilities (197) (28) Net cash provided by operating activities 888 1,030 Cash flows from investing activities: Property improvements and replacements (388) (142) Net withdrawals from (deposits to) restricted escrows 238 (341) Net cash used in investing activities (150) (483) Cash flows from financing activities: Payments on mortgage notes payable (198) (241) Distribution paid to partners (2,144) (428) Net cash used in financing activities (2,342) (669) Net decrease in cash and cash equivalents (1,604) (122) Cash and cash equivalents at beginning of period 2,780 2,901 Cash and cash equivalents at end of period $ 1,176 $ 2,779 Supplemental disclosure of cash flow information: Cash paid for interest $ 392 $ 498 Supplemental disclosure of non-cash flow information: At December 31, 2000 accounts payable and fixed assets were adjusted $265,000 for non-cash activity. See Accompanying Notes to Financial Statements
e) SHELTER PROPERTIES VI NOTES TO FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited financial statements of Shelter Properties VI (the "Partnership" or "Registrant") 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. The general partner responsible for management of the Partnership's business is Shelter Realty VI Corporation ("the Corporate General Partner"). The Corporate General Partner is a subsidiary of Apartment Investment and Management Company ("AIMCO"). In the opinion of the Corporate General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2001, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2001. 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, 2000. Segment Reporting: Statement of Financial Standards ("SFAS") No. 131, "Disclosure about Segments of an Enterprise and Related Information" established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. As defined in SFAS No. 131, the Partnership has only one reportable segment. The Corporate General Partner believes that segment-based disclosures will not result in a more meaningful presentation than the consolidated financial statements as currently presented. Note B - Reconciliation of Cash Flows The following is a reconciliation of the subtotal on the accompanying statements of cash flows captioned "net cash provided by operating activities" to "net cash provided by operations", as defined in the partnership agreement of the Partnership (the "Partnership Agreement"). However, "net cash used in 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.
Three Months Ended March 31, 2001 2000 (in thousands) Net cash provided by operating activities $ 888 $ 1,030 Payments on mortgage notes payable (198) (241) Property improvements and replacements (388) (142) Change in restricted escrows, net 238 (341) Changes in reserves for net operating liabilities (97) (298) Change in additional reserves 474 (8) Net cash provided by operations $ 917 $ --
During the three months ended March 31, 2001, the Corporate General Partner released previously reserved funds of approximately $474,000. The Corporate General Partner reserved approximately $8,000 at March 31, 2000 to fund capital improvements and repairs at its investment properties. Note C - 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 (i) certain payments to affiliates for services and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following transactions with the Corporate General Partner and/or its affiliates were incurred for each of the three months ended March 31, 2001 and 2000: 2001 2000 (in thousands) Property management fees (included in operating expenses) $115 $140 Reimbursement for services of affiliates (included in general and administrative expenses and investment properties) 77 45 During the three months ended March 31, 2001 and 2000, affiliates of the Corporate General Partner were entitled to receive 5% of gross receipts from all of the Registrant's properties as compensation for providing property management services. The Registrant paid to such affiliates approximately $115,000 and $140,000 for the three months ended March 31, 2001 and 2000, respectively. Affiliates of the Corporate General Partner received reimbursements of accountable administrative expenses amounting to approximately $77,000 and $45,000 for the three months ended March 31, 2001 and 2000, respectively. In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 26,626 limited partnership units in the Partnership representing approximately 62.91% of the outstanding units at March 31, 2001. A number of these units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional limited partnership interests in the Partnership for cash or in exchange for units in the operating partnership of AIMCO either through private purchases or tender offers. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters, which would include without limitation, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. As a result of its ownership of approximately 62.91% of the outstanding units, AIMCO is in a position to influence all voting decisions with respect to the Registrant. When voting on matters, AIMCO would in all likelihood vote the Units it acquired in a manner favorable to the interest of the Corporate General Partner because of their affiliation with the Corporate General Partner. Note D - Distributions During the three months ended March 31, 2001, the Partnership declared and paid approximately $1,305,000 (approximately $1,292,000 to the limited partners, $30.53 per limited partnership unit) from cash from operations and approximately $839,000 (approximately $19.82 per limited partnership unit) all to the limited partners from the sale proceeds of Foxfire/Barcelona Apartments during November 2000. During the three months ended March 31, 2000, the Partnership paid a distribution of approximately $428,000 (approximately $424,000 to the limited partners, $10.02 per limited partnership unit) from cash from operations. Subsequent to March 31, 2001, the Partnership declared and paid a distribution of approximately $917,000 (approximately $398,000 all to the limited partners, $9.40 per limited partnership unit) from sales proceeds of Foxfire/Barcelona Apartments and approximately $519,000 (approximately $514,000 to the limited partners or $12.14 per limited partnership unit) from cash from operations. Note E - Change in Accounting Estimate During the first quarter 2001, certain accruals of approximately $132,000 established related to the sale of Foxfire/Barcelona Apartments in November 2000 were reversed due to actual costs being less than anticipated. This accrual reversal is included as a reduction of operating expenses in the three month period ended March 31, 2001. Note F - 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, its Corporate General Partner and several of their affiliated partnerships and corporate entities. The action 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, among other things, the acquisition of interests in certain general partner entities by Insignia Financial Group, Inc. ("Insignia") and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs filed an amended complaint. The Corporate General Partner filed demurrers to the amended complaint which were heard February 1999. Pending the ruling on such demurrers, settlement negotiations commenced. On November 2, 1999, the parties executed and filed a Stipulation of Settlement, settling claims, subject to court approval, on behalf of the Partnership and all limited partners who owned units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Court, at which time the Court set a final approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing, the Court received various objections to the settlement, including a challenge to the Court's preliminary approval based upon the alleged lack of authority of prior lead counsel to enter the settlement. On December 14, 1999, the Corporate General Partner and its affiliates terminated the proposed settlement. In February 2000, counsel for some of the named plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated the settlement. On June 27, 2000, the Court entered an order disqualifying them from the case and an appeal was taken from the order on October 5, 2000. On December 4, 2000, the Court appointed the law firm of Lieff Cabraser Heimann & Bernstein LLP as new lead counsel for plaintiffs and the putative class. Plaintiffs filed a third amended complaint on January 19, 2001. On March 2, 2001, the Corporate General Partner and its affiliates filed a demurrer to the third amended complaint. The demurrer is scheduled to be heard on May 14, 2001. The Court has also scheduled a hearing on a motion for class certification for August 27, 2001. Plaintiffs must file their motion for class certification no later than June 15, 2001. The Corporate General Partner does not anticipate that costs associated with this case will be material to the Partnership's overall operations. The Partnership is unaware of any other pending or outstanding litigation that is not of a routine nature arising in the ordinary course of business. Item 2. Management's Discussion and Analysis or Plan of Operation The matters discussed in this Form 10-QSB contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosures contained in this Form 10-QSB and the other filings with the Securities and Exchange Commission made by the Registrant from time to time. The discussion of the Registrant's business and results of operations, including forward-looking statements pertaining to such matters, does not take into account the effects of any changes to the Registrant's business and results of operations. Accordingly, actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those identified herein. The Partnership's investment properties consist of five apartment complexes. The following table sets forth the average occupancy of the properties for each of the three months ended March 31, 2001 and 2000: Average Occupancy Property 2001 2000 Rocky Creek Apartments Augusta, Georgia 97% 92% Carriage House Apartments Gastonia, North Carolina 86% 93% Nottingham Square Apartments Des Moines, Iowa 94% 97% River Reach Apartments Jacksonville, Florida 97% 95% Village Gardens Apartments Fort Collins, Colorado 95% 95% The increase in average occupancy at Rocky Creek Apartments is attributed to a more aggressive marketing campaign. The decrease in average occupancy at Carriage House Apartments and Nottingham Square Apartments is due to a change in demographics of the market areas in which the investment properties compete and lower interest rates for home buyers. Results of Operations The Partnership had a net income of approximately $292,000 for the three months ended March 31, 2001, versus net income of approximately $19,000 for the three months ended March 31, 2000. The increase in net income is due to a decrease in total expenses, partially offset by an decrease in total revenues. The decrease in both total expenses and total revenues is largely due to the sale of Foxfire/Barcelona Apartments during November 2000. Excluding the impact of the operations of Foxfire/Barcelona Apartments, the Partnership had net income of approximately $159,000 for the three months ended March 31, 2001, versus net income of approximately $39,000 for the three months ended March 31, 2000. The increase in net income is primarily due to the reversal of the reserve established with the sale of Foxfire/Barcelona Apartments which was less than anticipated expenses. The increase in net income is also due to an increase in total revenues which more than offset a small increase in total expenses. Total revenues for the Partnership's remaining properties increased due to an increase in rental income and other income. Rental income increased due to an increase in average rental rates at all five of the Registrant's remaining properties, which more than offset the decrease in occupancy at Carriage House Apartments and Nottingham Square Apartments. Other income increased primarily due to an increase in tenant reimbursements being charged at the investment properties and an increase in interest income as a result of higher average cash balances being maintained in interest bearing accounts. Total expenses on the remaining properties increased primarily due to an increase in operating expenses. Operating expense increased as a result of an increase in property expenses which more than offset a decrease in maintenance expense. Property expenses increased due to an increase in utilities expenses at the Partnership's investment properties. General and administrative expenses remained relatively constant for the comparative period. Included in general and administrative expenses at both March 31, 2000 and 2000, are reimbursements to the Corporate General Partner allowed under the Partnership Agreement associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit and appraisals required by the Partnership Agreement are also included. 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 March 31, 2001, the Partnership had cash and cash equivalents of approximately $1,176,000 as compared to approximately $2,779,000 at March 31, 2000. Cash and cash equivalents decreased approximately $1,604,000 for the three months ended March 31, 2001 from the Partnership's year end of December 31, 2000. The decrease was due to approximately $2,342,000 of cash used in financing activities and approximately $150,000 of cash used in investing activities, which was partially offset by approximately $888,000 of cash provided by operating activities. Cash used in financing activities consisted primarily of distributions to partners, and to a lesser extent, payments of principal on the mortgages encumbering the Partnership's properties. Cash used in investing activities consisted of property improvements and replacements which were partially offset by withdrawals from restricted escrows maintained by the mortgage lender. The Registrant invests its working capital reserves in interest bearing accounts. 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 investment properties to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state, local, legal, and regulatory requirements. Capital improvements planned for each of the Registrant's properties are detailed below. Rocky Creek Apartments During the three months ended March 31, 2001, the Partnership expended approximately $25,000 for capital improvements at Rocky Creek Apartments primarily consisting of floor covering replacements and plumbing enhancements. The improvements were funded from Partnership operating cash flow. Capital improvements of approximately $36,000 have been budgeted for 2001 which include, but are not limited to plumbing enhancements and floor covering and appliance replacements. Carriage House Apartments During the three months ended March 31, 2001, the Partnership expended approximately $38,000 for capital improvements at Carriage House Apartments primarily consisting of floor covering replacements and interior decoration. These improvements were funded from Partnership operating cash flow. Capital improvements of approximately $64,000 have been budgeted for 2001 which include, but are not limited to floor covering replacements, HVAC unit upgrades, and interior decoration. Nottingham Square Apartments During the three months ended March 31, 2001, the Partnership expended approximately $34,000 for capital improvements at Nottingham Square Apartments primarily consisting of floor covering replacements. These improvements were funded from Partnership operating cash flow. Capital improvements of approximately $513,000 have been budgeted for 2001 which include, but are not limited to floor covering replacements, HVAC unit upgrades and exterior painting. River Reach Apartments During the three months ended March 31, 2001, the Partnership expended approximately $22,000 for capital improvements at River Reach Apartments primarily consisting of floor covering and appliance replacements. These improvements were funded from Partnership operating cash. Capital improvements of approximately $839,000 have been budgeted for 2001 which include, but are not limited to floor covering and appliance replacements, interior decoration and HVAC unit upgrades. Village Gardens Apartments During the three months ended March 31, 2001, the Partnership expended approximately $4,000 for capital improvements at Village Gardens Apartments primarily consisting of floor covering replacements. These improvements were funded from Partnership operating cash and reserves. Capital improvements of approximately $62,000 have been budgeted for 2001 which include, but are not limited to floor covering and appliance replacements, electrical improvements, and water heater replacements. The additional capital expenditures will be incurred only if cash is available from operations and Partnership reserves. To the extent that such budgeted capital improvements are completed, the Registrant's distributable cash flow, if any, may be adversely affected at least in the short term. The Partnership's current assets are thought to be sufficient for any near term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness of approximately $21,574,000, net of discounts, has maturity dates ranging from November 2002 to January 2021. The Corporate General Partner will attempt to refinance such indebtedness and/or sell the properties prior to such maturity date. If the properties cannot be refinanced or sold for a sufficient amount, the Partnership will risk losing such properties through foreclosure. During the three months ended March 31, 2001, the Partnership declared and paid approximately $1,305,000 (approximately $1,292,000 to the limited partners, $30.53 per limited partnership unit) from cash from operations and approximately $839,000 (approximately $19.82 per limited partnership unit) all to the limited partners from the sale proceeds of Foxfire/Barcelona Apartments during November 2000. During the three months ended March 31, 2000, the Partnership paid a distribution of approximately $428,000 (approximately $424,000 to the limited partners, $10.02 per limited partnership unit) from cash from operations. Subsequent to the three months ending March 31, 2001, the Partnership declared and paid a distribution of approximately $917,000 (approximately $398,000 to the limited partners, $9.40 per limited partnership unit) from sales proceeds of Foxfire/Barcelona Apartments and approximately $519,000 (approximately $514,000 to the limited partners or $12.14 per limited partnership unit) from cash from operations. Future cash distributions will depend on the levels of net cash generated from operations, the availability of cash reserves, and the timing of debt maturities, refinancings, and/or property sales. The Partnership's distribution policy is reviewed on a monthly basis. In addition, the Partnership is restricted from making distributions if the amount in the reserve account for each property maintained by the mortgage lender for four of the five remaining properties is less than $400 per apartment unit at each property. At March 31, 2001, the reserve account was adequately funded with a balance of approximately $809,000. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after required capital improvements, to permit further distributions to its partners during the remainder of 2001 or subsequent periods. 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, its Corporate General Partner and several of their affiliated partnerships and corporate entities. The action 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, among other things, the acquisition of interests in certain general partner entities by Insignia Financial Group, Inc. ("Insignia") and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs filed an amended complaint. The Corporate General Partner filed demurrers to the amended complaint which were heard February 1999. Pending the ruling on such demurrers, settlement negotiations commenced. On November 2, 1999, the parties executed and filed a Stipulation of Settlement, settling claims, subject to court approval, on behalf of the Partnership and all limited partners who owned units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Court, at which time the Court set a final approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing, the Court received various objections to the settlement, including a challenge to the Court's preliminary approval based upon the alleged lack of authority of prior lead counsel to enter the settlement. On December 14, 1999, the Corporate General Partner and its affiliates terminated the proposed settlement. In February 2000, counsel for some of the named plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated the settlement. On June 27, 2000, the Court entered an order disqualifying them from the case and an appeal was taken from the order on October 5, 2000. On December 4, 2000, the Court appointed the law firm of Lieff Cabraser Heimann & Bernstein LLP as new lead counsel for plaintiffs and the putative class. Plaintiffs filed a third amended complaint on January 19, 2001. On March 2, 2001, the Corporate General Partner and its affiliates filed a demurrer to the third amended complaint. The demurrer is scheduled to be heard on May 14, 2001. The Court has also scheduled a hearing on a motion for class certification for August 27, 2001. Plaintiffs must file their motion for class certification no later than June 15, 2001. The Corporate General Partner does not anticipate that costs associated with this case will be material to the Partnership's overall operations. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: None. b) Reports on Form 8-K filed: None. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SHELTER PROPERTIES VI By: Shelter Realty VI Corporation Corporate General Partner By: /s/Patrick J. Foye Patrick J. Foye Executive Vice President By: /s/Martha L. Long Martha L. Long Senior Vice President and Controller Date: May 9, 2001