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 June 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 0-10255 SHELTER PROPERTIES I (Exact name of small business issuer as specified in its charter) South Carolina 57-0707398 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 Beattie Place, Post Office 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 I CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands, except per unit data) June 30, 2000 Assets Cash and cash equivalents $ 318 Receivables and deposits 313 Restricted escrows 635 Other assets 230 Investment properties: Land $ 1,428 Buildings and related personal property 20,418 21,846 Less accumulated depreciation (15,300) 6,546 $ 8,042 Liabilities and Partners' Deficit Liabilities Accounts payable $ 96 Tenant security deposit liabilities 152 Accrued property taxes 75 Other liabilities 310 Mortgage notes payable 11,196 Partners' Deficit General partners $ (63) Limited partners (15,000 units issued and outstanding) (3,724) (3,787) $ 8,042 See Accompanying Notes to Consolidated Financial Statements b) SHELTER PROPERTIES I CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data) Three Months Ended Six Months Ended June 30, June 30, 2000 1999 2000 1999 Revenues: Rental income $ 1,317 $ 1,285 $ 2,629 $ 2,570 Other income 103 64 180 122 Total revenues 1,420 1,349 2,809 2,692 Expenses: Operating 536 495 1,060 998 General and administrative 52 39 101 94 Depreciation 197 148 381 305 Interest 233 237 466 474 Property taxes 73 73 150 142 Total expenses 1,091 992 2,158 2,013 Net income $ 329 $ 357 $ 651 $ 679 Net income allocated to general partners (1%) $ 3 $ 4 $ 6 $ 7 Net income allocated to limited partners (99%) 326 353 645 672 $ 329 $ 357 $ 651 $ 679 Net income per limited partnership unit $ 21.73 $ 23.53 $ 43.00 $ 44.80 Distribution per limited partnership unit $ 79.00 $ -- $112.00 $ 66.00 See Accompanying Notes to Consolidated Financial Statements c) SHELTER PROPERTIES I CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT (Unaudited) (in thousands, except unit data) Limited Partnership General Limited Units Partners Partners Total Original capital contributions 15,000 $ 2 $15,000 $15,002 Partners' deficit at December 31, 1999 15,000 $ (52) $(2,689) $(2,741) Distributions to partners -- (17) (1,680) (1,697) Net income for the six months ended June 30, 2000 -- 6 645 651 Partners' deficit at June 30, 2000 15,000 $ (63) $(3,724) $(3,787) See Accompanying Notes to Consolidated Financial Statements d) SHELTER PROPERTIES I CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Six Months Ended June 30, 2000 1999 Cash flows from operating activities: Net income $ 651 $ 679 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 381 305 Amortization of discounts and loan costs 44 46 Change in accounts: Receivables and deposits (15) (22) Other assets (8) (40) Accounts payable (46) (60) Tenant security deposit liabilities 5 8 Accrued property taxes 27 27 Other liabilities (11) 20 Net cash provided by operating activities 1,028 963 Cash flows from investing activities: Property improvements and replacements (549) (287) Net (deposits to) withdrawals from restricted escrows (134) 191 Net cash used in investing activities (683) (96) Cash flows from financing activities: Payments on mortgage notes payable (78) (72) Distributions to partners (1,697) (1,000) Net cash used in financing activities (1,775) (1,072) Net decrease in cash and cash equivalents (1,430) (205) Cash and cash equivalents at beginning of period 1,748 1,682 Cash and cash equivalents at end of period $ 318 $ 1,477 Supplemental disclosure of cash flow information: Cash paid for interest $ 421 $ 428 See Accompanying Notes to Consolidated Financial Statements e) SHELTER PROPERTIES I NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited consolidated financial statements of Shelter Properties I (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 Article 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 Shelter Realty I Corporation (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 and six month periods ended June 30, 2000 are not necessarily indicative of the results that may be expected for the 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 year ended December 31, 1999. Principles of Consolidation The Registrant's financial statements include all of the accounts of the Registrant and its 99.99% owned partnership. The general partner of the consolidated partnership is Shelter Realty I Corporation. Shelter Realty I Corporation may be removed by the Registrant; therefore, the consolidated partnership is controlled and consolidated by the Registrant. All significant interpartnership transactions 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 Corporate General Partner. The Corporate 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 - Reconciliation of Cash Flows The following is a reconciliation of the subtotal on the accompanying consolidated statements of cash flows captioned "net cash provided by operating activities" to "net cash provided by operations", as defined in the Partnership Agreement. However, "net cash provided by 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. For the Six Months Ended June 30, (in thousands) 2000 1999 Net cash provided by operating activities $ 1,028 $ 963 Payments on mortgage notes payable (78) (72) Property improvements and replacements (549) (287) Change in restricted escrows, net (134) 191 Changes in reserves for net operating liabilities 48 67 Additional reserves (210) (562) Net cash provided by operations $ 105 $ 300 At June 30, 2000 and 1999, the Corporate General Partner reserved an additional $210,000 and $562,000, respectively, to fund continuing capital improvements and repairs at the Partnership's four investment properties. Note D - 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 payments were paid or accrued to the Corporate General Partner and affiliates during the six months ended June 30, 2000 and 1999: 2000 1999 (in thousands) Property management fees (included in operating expenses) $142 $135 Reimbursement for services of affiliates (included in operating and general and administrative expense and investment properties) 61 61 Due to Corporate General Partner 101 101 Due from affiliates -- 18 During the six months ended June 30, 2000 and 1999, affiliates of the Corporate General Partner were entitled to receive 5% of gross receipts from all of the Registrant's properties for providing property management services. The Registrant paid to such affiliates approximately $142,000 and $135,000 for the six months ended June 30, 2000 and 1999, respectively. An affiliate of the Corporate General Partner received reimbursement of accountable administrative expenses amounting to approximately $61,000 for both the six months ended June 30, 2000 and 1999. During 1992, a liability of approximately $101,000 was incurred to the Corporate General Partner for sales commissions earned. Pursuant to the Partnership Agreement, this liability can not be paid until certain levels of return are received by the limited partners. As of June 30, 2000, the level of return to the limited partners has not been met. AIMCO and its affiliates currently own 10,289 limited partnership units in the Partnership representing 68.59% 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. As a result of its ownership of 68.59% 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 E - Distributions Cash distributions from operations of approximately $1,697,000 ($1,680,000 of which was paid to the limited partners, $112.00 per limited partnership unit) and approximately $1,000,000 ($990,000 of which was paid to the limited partners, $66.00 per limited partnership unit) were made to the partners during the six months ended June 30, 2000 and 1999, respectively. Note F - Segment Reporting 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 four apartment complexes located in Georgia (2), Virginia, and South Carolina. 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 six month periods ended June 30, 2000 and 1999 is shown in the tables below. The "Other" column includes partnership administration related items and income and expense not allocated to the reportable segment. Three Months Ended June 30, 2000 Residential Other Totals (in thousands) Rental income $ 1,317 $ -- $ 1,317 Other income 101 2 103 Interest expense 233 -- 233 Depreciation 197 -- 197 General and administrative expense -- 52 52 Segment profit (loss) 379 (50) 329 Six Months Ended June 30, 2000 Residential Other Totals (in thousands) Rental income $ 2,629 $ -- $ 2,629 Other income 176 4 180 Interest expense 466 -- 466 Depreciation 381 -- 381 General and administrative expense -- 101 101 Segment profit (loss) 748 (97) 651 Total assets 8,011 31 8,042 Capital expenditures for investment properties 549 -- 549 Three Months Ended June 30, 1999 Residential Other Totals (in thousands) Rental income $ 1,285 $ -- $ 1,285 Other income 59 5 64 Interest expense 237 -- 237 Depreciation 148 -- 148 General and administrative expense -- 39 39 Segment profit (loss) 391 (34) 357 Six Months Ended June 30, 1999 Residential Other Totals (in thousands) Rental income $ 2,570 $ -- $ 2,570 Other income 110 12 122 Interest expense 474 -- 474 Depreciation 305 -- 305 General and administrative expense -- 94 94 Segment profit (loss) 761 (82) 679 Total assets 8,319 540 8,859 Capital expenditures for investment properties 287 -- 287 Note G - 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 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 Corporate 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 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 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 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. The Court will entertain applications for lead counsel which must be filed by August 4, 2000. The Court has scheduled a hearing on August 21, 2000 to address the issue of appointing lead counsel. 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 four apartment complexes. The following table sets forth the average occupancy of the properties for each of the six months ended June 30, 2000 and 1999: Average Occupancy Property 2000 1999 Quail Hollow Apartments West Columbia, South Carolina 90% 93% Windsor Hills Apartments Blacksburg, Virginia 94% 96% Heritage Pointe Apartments (Formerly Rome Georgian Apartments) Rome, Georgia 93% 93% Stone Mountain West Apartments Stone Mountain, Georgia 95% 96% The Corporate General Partner attributes the decrease in occupancy at Quail Hollow Apartments to increased competition in the local market. Results of Operations The Registrant's net income for the three and six months ended June 30, 2000 was approximately $329,000 and $651,000, respectively, as compared to approximately $357,000 and $679,000, respectively, for the three and six months ended June 30, 1999. The decrease in net income was due to an increase in total expenses which was partially offset by an increase in total revenues. The increase in total revenues was due to an increase in both rental income and other income. Rental income increased as a result of an increase in the average annual rental rates at all four of the Registrant's investment properties which was partially offset by a decrease in occupancy at Quail Hollow Apartments, Stone Mountain West Apartments, and Windsor Hills Apartments. Other income increased due to an increase in interest income at all four investment properties and an increase in telephone rebates and late charge income at Quail Hollow Apartments and Stone Mountain West Apartments. Total expenses increased primarily due to an increase in operating and depreciation expense. The increase in operating expense was attributable to an increase in water and sewer expense at Quail Hollow Apartments, Windsor Hills Apartments, and Stone Mountain West Apartments, and an increase in employee salaries and related employee benefits at each of the investment properties. Depreciation expense increased at all of the Registrant's properties due to an increase in depreciable assets placed into service. The increase in total expense was partially offset by a slight decrease in interest expense. General and administrative expense increased due to a increase in general partner reimbursements allowed under the Partnership Agreement. Also included in general and administrative expense were costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement. As part of the ongoing business plan of the Registrant, the Corporate General Partner monitors the rental market environment of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Registrant from increases in expenses. As part of this plan, the Corporate General Partner attempts to protect the Registrant 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 June 30, 2000, the Partnership had cash and cash equivalents of approximately $318,000 compared to approximately $1,477,000 at June 30, 1999. The decrease in cash and cash equivalents for the six months ended June 30, 2000 from the Partnership's year ended December 31, 1999 was approximately $1,430,000. This decrease is due to approximately $1,775,000 of cash used in financing activities and approximately $683,000 of cash used in investing activities partially offset by approximately $1,028,000 of cash provided by operating activities. Cash used in financing activities consisted of distributions to partners and, to a lesser extent, principal payments made on the mortgages encumbering the Registrant's investment properties. Cash used in investing activities consisted of property improvements and replacements and net deposits to restricted escrows maintained by the mortgage lenders. The Registrant 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 Registrant and to comply with Federal, state and local legal and regulatory requirements. Capital improvements planned for each of the Registrant's properties are detailed below. Quail Hollow Apartments The Partnership has budgeted approximately $520,000 for capital improvements at Quail Hollow Apartments consisting primarily of exterior painting, floor covering and appliance replacements, and exterior building improvements. During the six months ended June 30, 2000, the Partnership spent approximately $329,000 on budgeted and nonbudgeted improvements consisting primarily of appliances, roof replacements, exterior painting, and exterior building improvements. These improvements were funded from operating cash flow and replacement reserves. Heritage Pointe Apartments The Partnership has budgeted approximately $93,000 for capital improvements at Heritage Pointe Apartments consisting primarily of plumbing upgrades, floor covering and appliance replacements and air conditioning upgrades. During the six months ended June 30, 2000, the Partnership spent approximately $41,000 consisting primarily of plumbing upgrades, appliances and floor covering replacements. These improvements were funded from operating cash flow. Stone Mountain West Apartments The Partnership has budgeted approximately $166,000 for capital improvements at Stone Mountain West Apartments consisting primarily of floor covering, appliance replacements, parking area upgrades and air conditioning unit replacements. During the six months ended June 30, 2000, the Partnership spent approximately $150,000 on budgeted and nonbudgeted improvements consisting primarily of major landscaping, floor covering replacements and appliances. These improvements were funded from operating cash flow. Windsor Hills Apartments The Partnership has budgeted approximately $155,000 for capital improvements at Windsor Hills Apartments consisting primarily of structural improvements, floor covering and appliance replacements, and air conditioning unit replacements. During the six months ended June 30, 2000, the Partnership spent approximately $29,000 consisting primarily of floor covering and appliance replacements. These improvements were funded from operating cash flow. The additional capital improvements 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 Registrant's current assets are thought to be sufficient for any near term needs (exclusive of capital improvements) of the Registrant. The mortgage indebtedness of approximately $11,196,000, net of discount, is amortized over varying periods with required balloon payments ranging from November 15, 2002 to November 1, 2003. The Corporate General Partner will attempt to refinance such indebtedness and/or sell the properties prior to such maturity dates. If the properties cannot be refinanced or sold for a sufficient amount, the Registrant will risk losing such properties through foreclosure. Cash distributions from operations of approximately $1,697,000 ($1,680,000 of which was paid to the limited partners, $112.00 per limited partnership unit) and approximately $1,000,000 ($990,000 of which was paid to the limited partners, $66.00 per limited partnership unit) were made to the partners during the six months ended June 30, 2000 and 1999, respectively. The Registrant's distribution policy is reviewed on a semi-annual basis. 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. There can be no assurance; however, that the Registrant will generate sufficient funds from operations to permit further distributions to its partners during the remainder of 2000 or subsequent periods. Distributions may be further restricted by the requirement to deposit net operating income (as described in the mortgage notes) into a Reserve Account until the Reserve Account is funded in an amount equal to $300 to $325 per apartment unit for Quail Hollow, Stone Mountain West and Heritage Pointe for a total of $151,800 to $164,500. The mortgage agreement stipulates a minimum reserve of $400 per apartment unit at Windsor Hills for a total of $120,000. As of June 30, 2000 the Partnership had deposits of approximately $494,000 in its Reserve Accounts. 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 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 Corporate 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 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 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 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. The Court will entertain applications for lead counsel which must be filed by August 4, 2000. The Court has scheduled a hearing on August 21, 2000 to address the issue of appointing lead counsel. 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: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. b) Reports on Form 8-K filed during the quarter ended June 30, 2000: 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 I By: Shelter Realty I Corporation Corporate General Partner By: /s/Patrick J. Foye Patrick J. Foye Executive Vice President and Director By: /s/Martha L. Long Martha L. Long Senior Vice President and Controller Date: August 11, 2000