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, 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 0-16877
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)
June 30, 2001
Assets
Cash and cash equivalents $ 206
Receivables and deposits 114
Other assets 233
Investment properties:
Land $ 3,119
Buildings and related personal property 19,151
22,270
Less accumulated depreciation (8,792) 13,478
$ 14,031
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 85
Due to general partner 243
Tenant security deposit liabilities 43
Accrued property taxes 144
Other liabilities 138
Mortgage notes payable 10,156
Partners' (Deficit) Capital
General partner $ (296)
Limited partners (26,111 units issued and
outstanding) 3,518 3,222
$ 14,031
See Accompanying Notes to Consolidated Financial Statements
b)
FOX STRATEGIC HOUSING INCOME PARTNERS
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per unit data)
Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
Revenues:
Rental income $ 749 $ 755 $ 1,495 $ 1,499
Other income 53 40 96 68
Total revenues 802 795 1,591 1,567
Expenses:
Operating 257 269 486 495
General and administrative 88 138 194 191
Depreciation 187 177 372 350
Interest 177 179 353 358
Property taxes 68 76 137 146
Total expenses 777 839 1,542 1,540
Net income (loss) $ 25 $ (44) $ 49 $ 27
Net income (loss) allocated to
general partner $ 5 $ (9) $ 10 $ 5
Net income (loss) allocated to
limited partners 20 (35) 39 22
$ 25 $ (44) $ 49 $ 27
Net income (loss) per limited
partnership unit $ .77 $ (1.34) $ 1.49 $ 0.84
Distributions per limited
partnership unit $ 9.12 $ 28.57 $ 28.46 $ 28.57
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, 2000 26,111 $ (291) $ 4,222 $ 3,931
Distribution to partners -- (15) (743) (758)
Net income for the six months
ended June 30, 2001 -- 10 39 49
Partners' (deficit) capital
at June 30, 2001 26,111 $ (296) $ 3,518 $ 3,222
See Accompanying Notes to Consolidated Financial Statements
d)
FOX STRATEGIC HOUSING INCOME PARTNERS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
2001 2000
Cash flows from operating activities:
Net income $ 49 $ 27
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 372 350
Amortization of loan costs 14 15
Change in accounts:
Receivables and deposits (57) (15)
Other assets (12) (8)
Accounts payable 43 27
Tenant security deposit liabilities (6) 3
Accrued property taxes (29) 64
Due to general partner 39 (13)
Other liabilities 17 20
Net cash provided by operating activities 430 470
Cash flows from investing activities:
Property improvements and replacements (162) (231)
Net withdrawals from restricted escrows 50 --
Net cash used in investing activities (112) (231)
Cash flows from financing activities:
Payments on mortgage notes payable (66) (62)
Distribution to partners (758) (761)
Net cash used in financing activities (824) (823)
Net decrease in cash and cash equivalents (506) (584)
Cash and cash equivalents at beginning of period 712 987
Cash and cash equivalents at end of period $ 206 $ 403
Supplemental disclosure of cash flow information:
Cash paid for interest $ 339 $ 343
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. Fox Partners VIII is the General Partner of the
Partnership. The General Partners of Fox Partners VIII are Fox Capital
Management Corporation ("FCMC" or the Managing General Partner), a California
corporation, and Fox Realty Investors ("FRI"), a California general partnership,
the Managing General Partner and the Managing General Partner of FRI are
affiliates of Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust. In the opinion of FCMC, 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, 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 consolidated financial statements and footnotes
thereto included in the Partnership's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000.
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
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.
Segment Reporting: Statement of Financial Accounting 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 required that those
enterprises report selected information about operating segments in interim
financial reports. It also established 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 Managing 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 - 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 certain payments
to affiliates for services and as 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 six
months ended June 30, 2001 and 2000:
2001 2000
(in thousands)
Property management fees (included in operating expenses) $ 85 $ 79
Reimbursement for services of affiliates (included in
investment properties, operating expense, and general and
administrative expenses) 44 32
Partnership management fee (included in general and
administrative expense) 63 63
Asset management fees (included in general and
administrative expenses) 42 41
During the six months ended June 30, 2001 and 2000, 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 $85,000 and
$79,000 for the six months ended June 30, 2001 and 2000, respectively.
An affiliate of the Managing General Partner received reimbursements of
accountable administrative expenses amounting to approximately $44,000 and
$32,000 for the six month periods ended June 30, 2001 and 2000, respectively.
This affiliate also received asset management fees of approximately $42,000 and
$41,000 for the six months ended June 30, 2001 and 2000, respectively.
In addition, the general partner earned $63,000 in Partnership Management fees
on distributions from operations during the six months ended June 30, 2001, of
which approximately $39,000 is subordinated to the Limited Partner's annual
receipt of 8% of Adjusted Investment Capital as defined in the Partnership
Agreement. Such cumulative subordinated fees owed to the general partner at June
30, 2001 amounted to approximately $243,000.
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates owned 9,952 limited partnership units in
the Partnership representing approximately 38.11% of the outstanding units at
June 30, 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 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 Managing
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 its affiliation with the Managing General Partner.
Note C - Distributions
The Partnership declared and paid distributions from cash from operations of
approximately $758,000 (approximately $743,000 to the limited partners or
approximately $28.46 per limited partnership unit) during the six months ended
June 30, 2001. 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 six months ended June 30, 2000.
Note D - 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, 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 series of transactions
which closed on October 1, 1998 and February 26, 1999 whereby Insignia and
Insignia Properties Trust, respectively, were merged into AIMCO. 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 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 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 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 Managing General Partner and its affiliates filed a
demurrer to the third amended complaint. On May 14, 2001, the Court heard the
demurrer to the third amended complaint. On July 10, 2001, the Court issued an
order sustaining defendants' demurrer on certain grounds. Plaintiffs have until
August 16, 2001 to file a fourth amended complaint. The Managing General Partner
does not anticipate that any costs, whether legal or settlement 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 six
months ended June 30, 2001 and 2000:
Average Occupancy
Property 2001 2000
Barrington Place Apartments 93% 90%
Westlake, Ohio
Wood View Apartments 91% 97%
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. The Managing General Partner attributes the decrease in
occupancy at Wood View Apartments to the construction of new apartment complexes
and the competitive market of the apartment industry in the Atlanta area.
Results of Operations
The Partnership's net income for the six months ended June 30, 2001 totaled
approximately $49,000 as compared to net income of approximately $27,000 for the
six months ended June 30, 2000. The Partnership realized net income for the
three months ended June 30, 2001 of approximately $25,000 compared to a net loss
of approximately $44,000 for the three months ended June 30, 2000. The increase
in net income for the three and six months ended June 30, 2001 is attributable
to an increase in total revenues. The increase in net income for the three
months ended June 30, 2001 is also attributable to a decrease in total expenses.
The increase in total revenues for both periods is attributable to an increase
in other income. The increase in other income is primarily due to an increase in
tenant reimbursements at Wood View Apartments, which was partially offset by a
decrease in corporate unit income at Barrington Place Apartments.
While total expenses for the six months ended June 30, 2001 remained constant,
the Partnership had an increase in depreciation expense which was partially
offset by a decrease in operating expense and property tax expense. Depreciation
expense increased due to capital improvements placed in service during the last
twelve months at the Partnership's investment properties. Operating expense
decreased primarily due to a decrease in maintenance expense at Wood View
Apartments as a result of a reduction in the use of contract labor. Property tax
expense decreased as a result of the timing and receipt of tax bills received
from the taxing authorities.
The decrease in total expenses for the three months ended June 30, 2001 is
primarily attributable to a decrease in general and administrative expenses,
partially offset by an increase in depreciation expense. The decrease in general
and administrative expenses is primarily due to a decrease in Partnership
management fees on distributions from operations and a decrease in the cost of
the annual audit required by the Partnership Agreement. The increase in
depreciation expense is primarily due to capital improvements placed in service
during the last twelve months at the Partnership's investment properties.
Included in general and administrative expense for the three and six months
ended June 30, 2001 and 2000 are management reimbursements to the Managing
General Partner allowed under the Partnership Agreement. In addition, costs
associated with the quarterly and annual communications with investors and
regulatory agencies 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 June 30, 2001, the Partnership had cash and cash equivalents of approximately
$206,000 as compared to approximately $403,000 at June 30, 2000. The net
decrease in cash and cash equivalents from the Partnership's year ended December
31, 2000 is approximately $506,000 which is the result of approximately $824,000
of cash used in financing activities and approximately $112,000 of cash used in
investing activities partially offset by approximately $430,000 of cash provided
by operating activities. Cash used in financing activities consisted of
distributions to the partners and 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 escrow accounts maintained by the mortgage lender. The
Partnership 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 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 six months ended June 30, 2001, the Partnership expended
approximately $86,000 for capital improvements at Barrington Place primarily
consisting of a water submetering project, floor covering and appliance
replacements, and other building improvements. These improvements were funded
from Partnership reserves and operating cash flow. Capital improvements budgeted
for 2001 are expected to cost approximately $149,000, which include, but are not
limited to, air conditioning upgrades, a water submetering project, major
landscaping, and other building improvements.
Wood View
During the six months ended June 30, 2001, the Partnership expended
approximately $76,000 for capital improvements at Wood View primarily consisting
of floor covering replacements, interior decoration, plumbing enhancements and
other building improvements. These improvements were funded from operating cash
flow. Capital improvements budgeted for 2001 are expected to cost approximately
$81,000 which include, but are not limited to, plumbing enhancements, floor
covering and appliance replacements, and other building improvements.
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 June 30, 2001,
mortgage indebtedness was approximately $10,156,000. The loan on the Wood View
Apartments in the amount of approximately $5,416,000 bears interest at a rate of
6.64% per annum. The mortgage encumbering Barrington Place Apartments in the
amount of $4,740,000 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.
The Partnership declared and paid distributions from cash from operations of
approximately $758,000 (approximately $743,000 to the limited partners or
approximately $28.46 per limited partnership unit) during the six months ended
June 30, 2001. 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 six months ended June 30, 2000. 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. 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 2001 or subsequent periods.
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates owned 9,952 limited partnership units in
the Partnership representing approximately 38.11% of the outstanding units at
June 30, 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 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 Managing
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 its affiliation with the Managing General Partner.
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, 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 series of transactions
which closed on October 1, 1998 and February 26, 1999 whereby Insignia and
Insignia Properties Trust, respectively, were merged into AIMCO. 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 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 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 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 Managing General Partner and its affiliates filed a
demurrer to the third amended complaint. On May 14, 2001, the Court heard the
demurrer to the third amended complaint. On July 10, 2001, the Court issued an
order sustaining defendants' demurrer on certain grounds. Plaintiffs have until
August 16, 2001 to file a fourth amended complaint. The Managing General Partner
does not anticipate that any costs, whether legal or settlement 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:
None filed during the quarter ended June 30, 2001.
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: August 7, 2001