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, 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)
September 30, 2001
Assets
Cash and cash equivalents $ 291
Receivables and deposits 140
Other assets 224
Investment properties:
Land $ 3,119
Buildings and related personal property 19,268
22,387
Less accumulated depreciation (8,977) 13,410
$14,065
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 73
Due to general partner 243
Tenant security deposit liabilities 43
Accrued property taxes 230
Other liabilities 162
Mortgage notes payable 10,123
Partners' (Deficit) Capital
General partner $ (302)
Limited partners (26,111 units issued and
outstanding) 3,493 3,191
$ 14,065
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 Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
Revenues:
Rental income $ 712 $ 764 $ 2,207 $ 2,263
Other income 38 40 134 108
Total revenues 750 804 2,341 2,371
Expenses:
Operating 263 253 749 748
General and administrative 72 78 266 269
Depreciation 185 180 557 530
Interest 175 179 528 537
Property taxes 86 74 223 220
Total expenses 781 764 2,323 2,304
Net (loss) income $ (31) $ 40 $ 18 $ 67
Net (loss) income allocated to
general partner $ (6) $ 8 $ 4 $ 13
Net (loss) income allocated to
limited partners (25) 32 14 54
$ (31) $ 40 $ 18 $ 67
Net (loss) income per limited
partnership unit $ (.96) $1.23 $ .54 $ 2.07
Distributions per limited
partnership unit $ -- $ -- $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 nine months
ended September 30, 2001 -- 4 14 18
Partners' (deficit) capital
at September 30, 2001 26,111 $ (302) $ 3,493 $ 3,191
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,
2001 2000
Cash flows from operating activities:
Net income $ 18 $ 67
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 557 530
Amortization of loan costs 21 23
Change in accounts:
Receivables and deposits (83) (93)
Other assets (10) (11)
Accounts payable 31 (3)
Tenant security deposit liabilities (6) 6
Accrued property taxes 57 55
Due to general partner 39 (13)
Other liabilities 41 15
Net cash provided by operating activities 665 576
Cash flows from investing activities:
Property improvements and replacements (279) (279)
Net withdrawals from restricted escrows 50 45
Net cash used in investing activities (229) (234)
Cash flows from financing activities:
Payments on mortgage notes payable (99) (93)
Distribution to partners (758) (761)
Net cash used in financing activities (857) (854)
Net decrease in cash and cash equivalents (421) (512)
Cash and cash equivalents at beginning of period 712 987
Cash and cash equivalents at end of period $ 291 $ 475
Supplemental disclosure of cash flow information:
Cash paid for interest $ 507 $ 514
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 nine month
periods ended September 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 nine
months ended September 30, 2001 and 2000:
2001 2000
(in thousands)
Property management fees (included in operating expenses) $125 $119
Reimbursement for services of affiliates (included in
investment properties, operating expense, and general and
administrative expenses) 65 71
Partnership management fee (included in general and
administrative expense) 63 63
Asset management fees (included in general and
administrative expenses) 64 62
During the nine months ended September 30, 2001 and 2000, affiliates of the
Managing General Partner were entitled to receive 5% of gross receipts from both
of the Partnership's investment properties as compensation for providing
property management services. The Partnership paid to such affiliates
approximately $125,000 and $119,000 for the nine months ended September 30, 2001
and 2000, respectively.
An affiliate of the Managing General Partner received reimbursements of
accountable administrative expenses amounting to approximately $65,000 and
$71,000 for the nine month periods ended September 30, 2001 and 2000,
respectively. This affiliate also received asset management fees of
approximately $64,000 and $62,000 for the nine months ended September 30, 2001
and 2000, respectively.
In addition, the general partner earned $63,000 in Partnership Management fees
on distributions from operations during the nine months ended September 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 September 30, 2001 amounted to approximately $243,000. At September
30, 2000, approximately $204,000 was owed to the general partner as cumulative
subordinate management fees.
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates owned 9,957 limited partnership units in
the Partnership representing 38.13% of the outstanding units at September 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 nine months ended
September 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 nine months ended September 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. (the "Nuanes action") 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. On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs filed a fourth amended class and derivative action complaint. On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration. On
October 5, 2001, the Managing General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint, which, together with a demurrer filed
by other defendants, is currently scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.
During the third quarter of 2001, a complaint (the "Heller action") was filed
against the same defendants that are named in the Nuanes action, captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended complaint. The first amended complaint in the Heller action is
brought as a purported derivative action, and asserts claims for among other
things breach of fiduciary duty; unfair competition; conversion, unjust
enrichment; and judicial dissolution. Plaintiffs in the Nuanes action filed a
motion to consolidate the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed without leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing General Partner and affiliated
defendants moved to strike the first amended complaint in its entirety for
violating the Court's July 10, 2001 order granting in part and denying in part
defendants' demurrer in the Nuanes action, or alternatively, to strike certain
portions of the complaint based on the statute of limitations. Other defendants
in the action demurred to the fourth amended complaint, and, alternatively,
moved to strike the complaint. The matters are currently scheduled to be heard
on November 15, 2001.
The Managing General Partner does not anticipate that any costs, whether legal
or settlement costs, associated with these cases 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, 2001 and 2000:
Average Occupancy
Property 2001 2000
Barrington Place Apartments 91% 93%
Westlake, Ohio
Wood View Apartments 91% 96%
Atlanta, Georgia
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 nine months ended September 30, 2001
totaled approximately $18,000 as compared to net income of approximately $67,000
for the nine months ended September 30, 2000. The Partnership realized a net
loss for the three months ended September 30, 2001 of approximately $31,000
compared to net income of approximately $40,000 for the three months ended
September 30, 2000. The decrease in net income for the three and nine months
ended September 30, 2001 is attributable to a decrease in total revenues and an
increase in total expenses. The decrease in total revenues is attributable to a
decrease in rental income for both periods which for the nine months ended
September 30, 2001 was partially offset by an increase in other income. The
decrease in rental income is primarily attributable to a decrease in occupancy
and an increase in concession costs partially offset by an increase in average
rental rates at both of the Partnership's investment properties. The increase in
other income during the nine months ended September 30, 2001 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.
The increase in total expenses for the nine months ended September 30, 2001 is
primarily the result of an increase in depreciation expense. Depreciation
expense increased primarily due to capital improvements completed and placed in
service during the last twelve months at the Partnership's investment
properties.
The increase in total expenses for the three months ended September 30, 2001 is
primarily attributable to an increase in operating expense at Wood View
Apartments and property tax expense at Barrington Place Apartments. The increase
in operating expense at Wood View Apartments is primarily attributable to an
increase in property expense and insurance expense, which were partially offset
by a decrease in maintenance expense. Property expense increased primarily due
to an increase in employee salaries and related benefits. The increase in
insurance expense is primarily due to an increase in insurance premiums. The
decrease in maintenance expense is primarily due to a reduction in the use of
contract labor. The increase in property tax expense at Barrington Place
Apartments is primarily attributable to the timing and receipt of tax bills
received from the taxing authorities.
General and administrative expenses remained relatively stable for the
comparable periods. Included in general and administrative expense for the three
and nine months ended September 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 and costs associated with 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, 2001, the Partnership had cash and cash equivalents of
approximately $291,000 as compared to approximately $475,000 at September 30,
2000. The net decrease in cash and cash equivalents from the Partnership's year
ended December 31, 2000 is approximately $421,000 which is the result of
approximately $857,000 of cash used in financing activities and approximately
$229,000 of cash used in investing activities partially offset by approximately
$665,000 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
were 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 nine months ended September 30, 2001, the Partnership expended
approximately $94,000 for budgeted and nonbudgeted 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
$101,000, which include, but are not limited to, plumbing enhancements, a water
submetering project, and other building improvements.
Wood View
During the nine months ended September 30, 2001, the Partnership expended
approximately $185,000 for budgeted and nonbudgeted capital improvements at Wood
View primarily consisting of floor covering replacements, interior decoration,
appliance replacements, clubhouse renovations, and other building improvements.
These improvements were funded from operating cash flow. Capital improvements
budgeted for 2001 are expected to cost approximately $112,000 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 September 30,
2001, mortgage indebtedness was approximately $10,123,000. The loan on the Wood
View Apartments in the amount of approximately $5,399,000 bears interest at a
rate of 6.64% per annum. The mortgage encumbering Barrington Place Apartments in
the amount of $4,724,000 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 $28.46
per limited partnership unit) during the nine months ended September 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 nine months ended September 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 9,957 limited partnership units in
the Partnership representing 38.13% of the outstanding units at September 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. (the "Nuanes action") 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. On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs filed a fourth amended class and derivative action complaint. On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration. On
October 5, 2001, the Managing General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint, which, together with a demurrer filed
by other defendants, is currently scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.
During the third quarter of 2001, a complaint (the "Heller action") was filed
against the same defendants that are named in the Nuanes action, captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended complaint. The first amended complaint in the Heller action is
brought as a purported derivative action, and asserts claims for among other
things breach of fiduciary duty; unfair competition; conversion, unjust
enrichment; and judicial dissolution. Plaintiffs in the Nuanes action filed a
motion to consolidate the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed without leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing General Partner and affiliated
defendants moved to strike the first amended complaint in its entirety for
violating the Court's July 10, 2001 order granting in part and denying in part
defendants' demurrer in the Nuanes action, or alternatively, to strike certain
portions of the complaint based on the statute of limitations. Other defendants
in the action demurred to the fourth amended complaint, and, alternatively,
moved to strike the complaint. The matters are currently scheduled to be heard
on November 15, 2001.
The Managing General Partner does not anticipate that any costs, whether legal
or settlement costs, associated with these cases 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 September 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: