-----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, JfFFmITeC0nBkM2atQsd+AxTWTo/f5Hqr5FYb1g4LYfqiVvPuRxAo3xiFM/sYcf3 vXmlT/m1rXv52/C34B51cw== /in/edgar/work/0000711642-00-000318/0000711642-00-000318.txt : 20001114 0000711642-00-000318.hdr.sgml : 20001114 ACCESSION NUMBER: 0000711642-00-000318 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOX STRATEGIC HOUSING INCOME PARTNERS CENTRAL INDEX KEY: 0000800080 STANDARD INDUSTRIAL CLASSIFICATION: [6500 ] IRS NUMBER: 943016373 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-16877 FILM NUMBER: 761137 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: C/O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: FOX STRATEGIC HOUSING PARTNERS /CA/ DATE OF NAME CHANGE: 19870402 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY PROPERTIES GROWTH FUND XXVI DATE OF NAME CHANGE: 19870208 10QSB 1 0001.txt QUARTER ENDING SEPTEMBER 30, 2000 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 September 30, 2000 [ ] 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 0-16877 FOX STRATEGIC HOUSING INCOME PARTNERS (Exact name of small business issuer as specified in its charter) California 94-3016373 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 Beattie Place, PO 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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No___ PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) FOX STRATEGIC HOUSING INCOME PARTNERS CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands, except unit data) September 30, 2000
Assets Cash and cash equivalents $ 475 Receivables and deposits 203 Restricted escrows 50 Other assets 244 Investment properties: Land $ 3,120 Buildings and related personal property 18,904 22,024 Less accumulated depreciation (8,237) 13,787 $ 14,759 Liabilities and Partners' (Deficit) Capital Liabilities Accounts payable $ 18 Due to general partner 204 Tenant security deposit liabilities 49 Accrued property taxes 230 Other liabilities 147 Mortgage notes payable 10,254 Partners' (Deficit) Capital General partner $ (306) Limited partners (26,111 units issued and outstanding) 4,163 3,857 $ 14,759 See Accompanying Notes to Consolidated Financial Statements
b) FOX STRATEGIC HOUSING INCOME PARTNERS CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Ended Nine Months Ended September 30, September 30, 2000 1999 2000 1999 Revenues: Rental income $ 764 $ 734 $ 2,263 $ 2,129 Other income 40 54 108 160 Total revenues 804 788 2,371 2,289 Expenses: Operating 253 252 748 728 General and administrative 78 152 269 277 Depreciation 180 133 530 455 Interest 179 179 537 533 Property taxes 74 80 220 197 Total expenses 764 796 2,304 2,190 Net income (loss) $ 40 $ (8) $ 67 $ 99 Net income (loss) allocated to general partner $ 8 $ (2) $ 13 $ 20 Net income (loss) allocated to limited partners 32 (6) 54 79 $ 40 $ (8) $ 67 $ 99 Net income (loss) per limited partnership unit $1.23 $(.23) $ 2.07 $ 3.03 Distributions per limited partnership unit $ -- $69.82 $28.57 $ 69.93 See Accompanying Notes to Consolidated Financial Statements
c) FOX STRATEGIC HOUSING INCOME PARTNERS CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partner Partners Total Original capital contributions 26,111 $ -- $26,111 $26,111 Partners' (deficit) capital at December 31, 1999 26,111 $ (304) $ 4,855 $ 4,551 Distribution to partners -- (15) (746) (761) Net income for the nine months ended September 30, 2000 -- 13 54 67 Partners' (deficit) capital at September 30, 2000 26,111 $ (306) $ 4,163 $ 3,857 See Accompanying Notes to Consolidated Financial Statements
d) FOX STRATEGIC HOUSING INCOME PARTNERS CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Nine Months Ended September 30, 2000 1999 Cash flows from operating activities: Net income $ 67 $ 99 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 530 455 Amortization of loan costs 23 14 Change in accounts: Receivables and deposits (93) (40) Other assets (11) 15 Accounts payable (3) 21 Tenant security deposit liabilities 6 -- Accrued property taxes 55 31 Due to general partner (13) 92 Other liabilities 15 (2) Net cash provided by operating activities 576 685 Cash flows from investing activities: Property improvements and replacements (279) (219) Net withdrawals from restricted escrows 45 19 Net cash used in investing activities (234) (200) Cash flows from financing activities: Payments on mortgage notes payable (93) (87) Distribution to partners (761) (1,863) Net cash used in financing activities (854) (1,950) Net decrease in cash and cash equivalents (512) (1,465) Cash and cash equivalents at beginning of period 987 2,127 Cash and cash equivalents at end of period $ 475 $ 662 Supplemental disclosure of cash flow information: Cash paid for interest $ 514 $ 520 At December 31, 1999, approximately $69,000 of property improvements and replacements were included in accounts payable. See Accompanying Notes to Consolidated Financial Statements
e) FOX STRATEGIC HOUSING INCOME PARTNERS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited consolidated financial statements of Fox Strategic Housing Income Partners (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. In the opinion of Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a California corporation, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2000 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999. Principles of Consolidation: The consolidated financial statements include the statements of the Partnership and Westlake East Associates, L.P., a limited partnership in which the partnership owns a 99% interest. The general partner of Westlake East Associates, L.P., may be removed by the Registrant; therefore, the consolidated partnership is controlled and consolidated by the Registrant. All significant inter-partnership transactions and balances have been eliminated. Note B - Transfer of Control Pursuant to a series of transactions which closed on October 1, 1998 and February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust merged into Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust, with AIMCO being the surviving corporation (the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in the Managing General Partner. The Managing General Partner does not believe that this transaction has had or will have a material effect on the affairs and operations of the Partnership. Note C - Transactions with Affiliated Parties The Partnership has no employees and is dependent on the Managing 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 Managing General Partner and/or its affiliates were incurred during the nine months ended September 30, 2000 and 1999: 2000 1999 (in thousands) Property management fees (included in operating expenses) $119 $114 Reimbursement for services of affiliates (included in investment properties and general and administrative expenses) 133 101 Partnership management fee (included in general and administrative expense) 63 149 During the nine months ended September 30, 2000 and 1999, affiliates of the Managing General Partner were entitled to receive 5% of gross receipts from both of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $119,000 and $114,000 for the nine months ended September 30, 2000 and 1999, respectively. An affiliate of the Managing General Partner received reimbursements of accountable administrative expenses amounting to approximately $71,000 and $40,000 for the nine month periods ended September 30, 2000 and 1999, respectively. In addition, the general partner earned approximately $63,000 and $149,000 in Partnership management fees on distributions from operations during the nine months ended September 30, 2000 and September 30, 1999, respectively, of which approximately $39,000 and $92,000 are subordinated to the limited partner's annual receipt of 8% of adjusted investment capital, as defined in the Partnership Agreement. At September 30, 2000 approximately $204,000 is owed to the general partner as cumulative subordinated management fees. In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates currently own 9,750 limited partnership units in the Partnership representing approximately 37.34% of the outstanding units. 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 make one or more additional offers to acquire additional limited partnership interests in the Partnership for cash or in exchange for units in the operating partnership of AIMCO. 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 General Partner. When voting on matters, AIMCO would in all likelihood vote the Units it acquired in a manner favorable to the interest of the Managing General Partner because of their affiliation with the Managing General Partner. Note D - Distributions During the nine months ended September 30, 2000, the Partnership distributed cash from operations of approximately $761,000 (approximately $746,000 to the limited partners, $28.57 per limited partnership unit). During the nine months ended September 30, 1999, the Partnership distributed cash from operations of approximately $1,860,000 (approximately $1,823,000 to the limited partners, $69.82 per limited partnership unit). Additionally, in April 1999, the Partnership paid approximately $3,000 for withholding taxes on behalf of the limited partners. Note E - Segment Information Description of the types of products and services from which the reportable segment derives its revenues: The Partnership has one reportable segment: residential properties. The Partnership's residential property segment consists of two apartment complexes, one each located in Ohio and Georgia. The Partnership rents apartment units to tenants for terms that are typically twelve months or less. Measurement of segment profit or loss: The Partnership evaluates performance based on segment profit (loss) before depreciation. The accounting policies of the reportable segment are the same as those of the Partnership as described in the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1999. Factors management used to identify the enterprise's reportable segment: The Partnership's reportable segment consists of investment properties that offer similar products and services. Although each of the investment properties is managed separately, they have been aggregated into one segment as they provide services with similar types of products and customers. Segment information for the three and nine month periods ended September 30, 2000 and 1999, is shown in the following tables below. The "Other" column includes Partnership administration related items and income and expense not allocated to the reportable segment. Three Months Ended September 30, 2000 Residential Other Totals (in thousands) Rental income $ 764 $ -- $ 764 Other income 39 1 40 Interest expense 179 -- 179 Depreciation 180 -- 180 General and administrative expense -- 78 78 Segment profit (loss) 117 (77) 40 Nine Months Ended September 30, 2000 Residential Other Totals (in thousands) Rental income $ 2,263 $ -- $ 2,263 Other income 102 6 108 Interest expense 537 -- 537 Depreciation 530 -- 530 General and administrative expense -- 269 269 Segment profit (loss) 330 (263) 67 Total assets 14,599 160 14,759 Capital expenditures for investment properties 210 -- 210 Three Months Ended September 30, 1999 Residential Other Totals (in thousands) Rental income $ 734 $ -- $ 734 Other income 53 1 54 Interest expense 179 -- 179 Depreciation 133 -- 133 General and administrative expense -- 152 152 Segment profit (loss) 143 (151) (8) Nine Months Ended September 30, 1999 Residential Other Totals (in thousands) Rental income $ 2,129 $ -- $ 2,129 Other income 156 4 160 Interest expense 533 -- 533 Depreciation 455 -- 455 General and administrative expense -- 277 277 Segment profit (loss) 372 (273) 99 Total assets 15,407 139 15,546 Capital expenditures for investment properties 219 -- 219 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 Managing 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 the acquisition of interests in certain general partner entities by Insignia Financial Group, Inc. and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; the management of 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 Managing General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs have filed an amended complaint. The Managing 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 final 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 Managing 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. The Court is considering applications for lead counsel and has currently scheduled a hearing on the matter for November 20, 2000. The Managing 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 Partnership from time to time. The discussion of the Partnership'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 Partnership's business and results of operation. 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 two apartment complexes. The following table sets forth the average occupancy of the properties for the nine months ended September 30, 2000 and 1999: Average Occupancy Property 2000 1999 Barrington Place Apartments 93% 86% Westlake, Ohio Wood View Apartments 96% 95% Atlanta, Georgia The Managing General Partner attributes the increase in occupancy at Barrington Place to the implementation of a more aggressive marketing campaign and a reduction in average rental rates to be more competitive with other complexes within the market. Results of Operations The Partnership's net income for the nine months ended September 30, 2000 was approximately $67,000 compared to approximately $99,000 for the nine months ended September 30, 1999. The Partnership's net income for the three months ended September 30, 2000 was approximately $40,000 compared to a net loss of approximately $8,000 for the three months ended September 30, 1999. The decrease in net income for the nine months ended September 30, 2000 is due to an increase in total expenses which more than offset an increase in total revenues. Total expenses increased due to an increase in operating, depreciation and property tax expenses. Operating expense increased as a result of an increase in advertising expense in an effort to increase occupancy at Barrington Place Apartments as discussed above. Operating expense also increased as a result of an increase in payroll costs at both the Partnership's properties. The increase in property tax expense is due to increased assessed values at both properties. Depreciation expense increased primarily due to capital improvements completed during the last twelve months. The increase in net income for the three months ended September 30, 2000 is the result of a decrease in total expenses and a slight increase in total revenues. The decrease in total expenses is the result of a decrease in general and administrative expenses which was partially offset by an increase in depreciation expense as discussed above. The decrease in general and administrative expenses is primarily due to a decrease in Partnership management fees on distributions from operations. The Managing General Partner earned approximately $92,000 in Partnership Management fees on distributions from operations during the nine months ended September 30, 1999 as compared to approximately $63,000 for the nine months ended September 30, 2000. In addition, there was a decrease in legal expenses as a result of the settlement of a lawsuit in 1999 as disclosed in the Partnership's Form 10-QSB at March 31, 1999. Partially offsetting these decreases was an increase in professional expenses necessary to operate the Partnership. Total revenues increased for the three and nine months ended September 30, 2000 as a result of an increase in rental income partially offset by a decrease in other income. Rental income increased as a result of increases in occupancy at both of the Partnership's investment properties. The decrease in other income for both periods is primarily due to a decrease in interest income due to lower average cash balances held in interest bearing accounts and a decrease in lease cancellation fees and cleaning and damage fees. Included in general and administrative expenses for the nine months ended September 30, 2000 and 1999 are reimbursements to the Managing General Partner allowed under the Partnership Agreement associated with its management of the Partnership. In addition, costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement are also included. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of both 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 Managing 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 Managing General Partner will be able to sustain such a plan. Liquidity and Capital Resources At September 30, 2000, the Partnership had cash and cash equivalents of approximately $475,000 as compared to approximately $662,000 at September 30, 1999. The net decrease in cash and cash equivalents from the Partnership's year ended December 31, 1999 is approximately $512,000. The decrease is due to approximately $854,000 of cash used in financing activities and approximately $534,000 of cash used in investing activities partially offset by approximately $576,000 of cash provided by operating activities. Cash used in financing activities consisted of distributions to partners and to a lesser extent, payments of principal made on the mortgages encumbering the Partnership's properties. Cash used in investing activities consisted of property improvements and replacements which was partially offset by net withdrawals from restricted escrows. The Partnership invests its working capital reserves in money market 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 properties to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state, and local legal and regulatory requirements. Capital improvements planned for each of the Partnership's properties are detailed below. Barrington Place During the nine months ended September 30, 2000, the Partnership expended approximately $79,000 for capital improvements at Barrington Place primarily consisting of swimming pool upgrades, carpet and vinyl replacements, heating upgrades, and water heater replacements. These improvements were funded from operating cash flow and property replacement reserves. Capital improvements budgeted for 2000 are expected to cost approximately $227,000, which include, but are not limited to, floor covering replacement, exterior painting, heating upgrades, swimming pool improvements and plumbing enhancements. Wood View During the nine months ended September 30, 2000, the Partnership expended approximately $131,000 for capital improvements at Wood View primarily consisting of plumbing enhancements, a submetering project, a water conservation project, and carpet and vinyl replacement. These improvements were funded from operating cash flow. Capital improvements budgeted for 2000 are expected to cost approximately $177,000 which include, but are not limited to, plumbing enhancements, floor covering replacement, wall covering replacement, and air conditioning unit replacement. The additional capital expenditures will be incurred only if cash is available from operations or from Partnership reserves. To the extent that such budgeted capital improvements are completed, the Partnership'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. At September 30, 2000, mortgage indebtedness was approximately $10,254,000. The loan on the Wood View Apartments in the amount of approximately $5,469,000 bears interest at a rate of 6.64% per annum. The mortgage encumbering Barrington Place Apartments in the amount of $4,785,000 bears interest at a rate of 6.65%. Both mortgage loans mature on August 1, 2008, with balloon payments due, at which time the properties will need to be refinanced or sold. If the properties cannot be refinanced and/or sold for a sufficient amount, the Partnership will risk losing such properties through foreclosure. During the nine months ended September 30, 2000, the Partnership distributed cash from operations of approximately $761,000 (approximately $746,000 to the limited partners, $28.57 per limited partnership unit). During the nine months ended September 30, 1999 the Partnership distributed cash from operations of approximately $1,860,000 (approximately $1,823,000 to the limited partners, $69.82 per limited partnership unit). Additionally, in April 1999, the Partnership paid approximately $3,000 for withholding taxes on behalf of the limited partners. 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 quarterly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations after required capital expenditures to permit additional distributions to its partners during the remainder of 2000 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 Managing 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 the acquisition of interests in certain general partner entities by Insignia Financial Group, Inc. and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; the management of 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 Managing General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs have filed an amended complaint. The Managing 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 final 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 Managing 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. The Court is considering applications for lead counsel and has currently scheduled a hearing on the matter for November 20, 2000. The Managing 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: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. b) Reports on Form 8-K: None filed during the quarter ended September 30, 2000. 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. FOX STRATEGIC HOUSING INCOME PARTNERS (a California Limited Partnership) By: FOX PARTNERS VIII Its General Partner By: Fox Capital Management Corporation Its Managing 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: November 13, 2000 EX-27 2 0002.txt THIRD QUARTER 10-QSB
5 This schedule contains summary financial information extracted from Fox Strategic Housing Income Partners 2000 Third Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000800080 Fox Strategic Housing Income Partners 1,000 9-MOS DEC-31-2000 JUL-01-2000 SEP-30-2000 475 0 203 0 0 0 22,024 8,237 14,759 0 10,254 0 0 0 3,857 14,759 0 2,371 0 0 2,304 0 537 0 0 0 0 0 0 67 2.07 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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