FORM 10-QSB--QUARTERLY 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, 1998
or
[ ] 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
P. O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
FOX STRATEGIC HOUSING INCOME PARTNERS
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1998
Assets
Cash and cash equivalents $ 4,461
Receivables and deposits 331
Restricted escrows 125
Other assets 347
Investment properties:
Land $ 3,119
Buildings and related personal property 18,316
21,435
Less accumulated depreciation (6,890) 14,545
$19,809
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 16
Tenant security deposit liabilities 49
Accrued property taxes 214
Accrued interest 58
Other liabilities 47
Mortgage notes payable 10,491
Partners' (Deficit) Capital:
General partner $ (213)
Limited partners (26,111 units issued and
outstanding) 9,147 8,934
$19,809
See Accompanying Notes to Consolidated Financial Statements
b)
FOX STRATEGIC HOUSING INCOME PARTNERS
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues:
Rental income $ 757 $ 726 $ 2,226 $ 2,146
Other income 96 85 297 260
Total revenues 853 811 2,523 2,406
Expenses:
Operating 281 265 764 774
General and administrative 53 45 159 148
Depreciation 158 156 474 467
Interest 199 228 666 698
Property taxes 72 67 199 210
Total expenses 763 761 2,262 2,297
Net income $ 90 $ 50 $ 261 $ 109
Net income allocated
to general partner $ 18 $ 10 $ 52 $ 22
Net income allocated
to limited partners 72 40 209 87
$ 90 $ 50 $ 261 $ 109
Net income per limited
partnership unit $ 2.75 $ 1.53 $ 8.00 $ 3.33
Distributions per limited
partnership unit $108.12 $ -- $108.12 $ --
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's Partners' Total
Original capital contributions 26,111 $ -- $26,111 $26,111
Partners' (deficit) capital
at December 31, 1997 26,111 $ (207) $11,761 $11,554
Distributions to partners -- (58) (2,823) (2,881)
Net income for the nine months
ended September 30, 1998 -- 52 209 261
Partners' (deficit) capital
at September 30, 1998 26,111 $ (213) $ 9,147 $ 8,934
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
d)
FOX STRATEGIC HOUSING INCOME PARTNERS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net income $ 261 $ 109
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 474 467
Amortization of loan costs 29 30
Change in accounts:
Receivables and deposits (225) 117
Other assets (103) (39)
Accounts payable (24) (20)
Tenant security deposit liabilities -- (8)
Accrued property taxes 43 (49)
Accrued interest payable 578 667
Other liabilities (3) 9
Net cash provided by operating activities 1,030 1,283
Cash flows from investing activities:
Property improvements and replacements (71) (113)
Deposits to restricted escrows (125) --
Net cash used in investing activities (196) (113)
Cash flows from financing activities:
Proceeds from long term borrowings 10,500 --
Repayment of mortgage notes payable principal (8,712) (938)
Principal payments on mortgage notes payable (9) --
Loan costs paid (239) --
Distributions to partners (2,881) --
Net cash used in financing activities (1,341) (938)
Net (decrease) increase in cash and cash equivalents (507) 232
Cash and cash equivalents at beginning of period 4,968 4,315
Cash and cash equivalents at end of period $ 4,461 $ 4,547
Cash paid for interest $ 58 $ --
Supplemental disclosure of non cash investing and
financing activities:
Accrued interest added to note payable principal $ 876 $ 883
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 financial statements of Fox Strategic Housing Income
Partners (the "Partnership") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of Fox Capital Management Corporation ("FCMC" or the "Managing General
Partner"), a California Corporation, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and nine month periods ended
September 30, 1998, are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 1998. For further information,
refer to the financial statements and footnotes thereto included in the
Partnership's annual report on Form 10-KSB for the year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
Fox Partners VIII, a California general partnership, is the General Partner.
The general partners of Fox Partners VIII are FCMC and Fox Realty Investors
("FRI"), a California general partnership. Insignia Properties Trust ("IPT") is
the sole shareholder of FCMC and the Managing General Partner of FRI (see "Note
D").
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 its affiliates were incurred during the nine months
ended September 30, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in operating
expenses) $118 $115
Reimbursements for services of affiliates (included
in general and administrative and operating expenses) 46 49
Included in "Reimbursements for services of affiliates" for the nine months
ended September 30, 1998 and 1997 is approximately $1,000 and $2,000,
respectively, in reimbursements for construction oversight costs.
For the period from January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an insurer unaffiliated with the Managing General
Partner. An affiliate of the Managing General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the current year's
master policy. The agent assumed the financial obligations to the affiliate of
the Managing General Partner which received payment on these obligations from
the agent. The amount of the Partnership's insurance premiums accruing to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
On August 28, 1997, an affiliate of the Managing General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 11,750 of the outstanding
units of limited partnership interest in the Partnership at $260.00 per Unit,
net to the seller in cash. As a result of the tender offer, the Purchaser
acquired 3,919 of the outstanding limited partner units of the Partnership.
NOTE C - REFINANCING OF MORTGAGE NOTES PAYABLE
On July 30, 1998, the Partnership refinanced the mortgage indebtedness
encumbering its properties. The new mortgage encumbering Woodview Apartments is
in the principal amount of $5,600,000, bears interest at a rate of 6.64% per
annum and requires monthly debt service payments of $35,912.97. The new
mortgage encumbering Barrington Place Apartments is in the principal amount of
$4,900,000, bears interest at a rate of 6.65% and requires monthly debt service
payments of $31,456.28. Both mortgage loans mature on August 1, 2008 at which
time the properties will either be refinanced or sold. The Partnership received
net proceeds from these refinancings in the aggregate amount of approximately
$1,549,000, which proceeds were distributed in October, 1998. In addition, the
Partnership was required to establish escrows with the lender for tax and
insurance costs.
NOTE D - TRANSFER OF CONTROL - SUBSEQUENT EVENT
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
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 of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired
approximately 51% of the outstanding common shares of beneficial interest of
IPT, the entity which controls the General Partner of the Partnership. Also,
effective October 1, 1998 IPT and AIMCO entered into an Agreement and plan of
Merger pursuant to which IPT is to be merged with and into AIMCO or a subsidiary
of AIMCO (the "IPT Merger"). The IPT Merger requires the approval of the
holders of a majority of the outstanding IPT Shares. AIMCO has agreed to vote
all of the IPT Shares owned by it in favor of the IPT Merger and has granted an
irrevocable limited proxy to unaffiliated representatives of IPT to vote the
IPT Shares acquired by AIMCO and its subsidiaries in favor of the IPT Merger.
As a result of AIMCO's ownership and its agreement, the vote of no other holder
of IPT is required to approve the merger. The Managing General Partner does not
believe that this transaction will have a material effect on the affairs and
operations of the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for each of
the nine months ended September 30, 1998 and 1997:
Average
Occupancy
Property 1998 1997
Barrington Place Apartments
Westlake, Ohio 94% 95%
Wood View Apartments
Atlanta, Georgia 95% 93%
The Partnership reported net income for the nine months ended September 30,
1998, of approximately $261,000 as compared to net income of approximately
$109,000 for the corresponding period of 1997. The Partnership reported net
income for the three months ended September 30, 1998, of approximately $90,000
as compared to net income of approximately $50,000 for the corresponding period
in 1997. The increase in net income is attributed to increase in both rental
and other income and a decrease in interest expense and property taxes. Rental
income increased at both investment properties during the three and nine month
periods ended September 30, 1998, due to rental rate increases combined with
overall decreases in concessions at both investment properties during 1998 as
compared to 1997. Other income increased primarily due to an increase in
corporate unit and interest income at Barrington Place. Interest expense
decreased due to lower rates obtained upon refinancing the debt in 1998 (see
"Note C"). The decrease in property tax expense is attributable to a tax refund
received at Wood View and a decrease in the effective tax rate by the taxing
authority for Barrington Place.
Included in operating expense for the nine months ended September 30, 1998 is
approximately $31,000 of major repairs and maintenance comprised primarily of
landscaping costs and exterior building and parking lot repairs. Included in
operating expense for the nine months ended September 30, 1997 is approximately
$39,000 of major repairs and maintenance comprised primarily of landscaping
costs.
As part of the ongoing business plan of the Partnership, the Managing 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 Partnership from increases in expense. 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.
At September 30, 1998, the Partnership had cash and cash equivalents of
approximately $4,461,000 compared to approximately $4,547,000 for the
corresponding period of 1997. The net decrease in cash and cash equivalents for
the nine months ended September 30, 1998 is approximately $507,000 compared to a
net increase in cash and cash equivalents of approximately $232,000 for the
corresponding period of 1997. Net cash provided by operating activities
decreased primarily due to increases in receivable and deposits and other
assets, which include prepaid expenses, due to the timing of payments.
Partially offsetting these decreases is an increase in net income, as discussed
above, and an increase in accrued property taxes. Net cash used in investing
activities increased due to restricted escrow deposits required by the terms of
the new debt agreements, partially offset by a decrease in property improvements
and replacements in 1998 as compared to 1997. Net cash provided by financing
activities increased due to distributions paid to partners in 1998, with none
paid in 1997, combined with loan costs paid in 1998 related to the refinancing
of debt. Partially offsetting these increases in cash used are proceeds from
long-term borrowings in excess of the repayment of prior debt.
Prior to July 30, 1998, the Partnership's properties were cross-collateralized
by a zero coupon first mortgage which secured the entire amount of the note
payable. Interest accrued on the amount borrowed at a contract rate of 10.9
percent per annum, with the accrued interest added to principal each January and
July. On July 30, 1998, the Partnership refinanced this indebtedness with new
mortgage loans on each of the properties. As a result, the properties are no
longer cross-collateralized. The new loan on the Woodview Apartments is in the
principal amount of $5,600,000, bears interest at a rate of 6.64% per annum and
requires monthly debt service payments of $35,912.97. The new mortgage
encumbering Barrington Place Apartments is in the principal amount of
$4,900,000, bears interest at a rate of 6.65% and requires monthly debt service
payments of $31,456.28. Both mortgage loans mature on August 1, 2008. The
General Partner will attempt to refinance such indebtedness or sell the
properties prior to such maturity date. If the properties cannot be refinanced
or sold for a sufficient amount, the Partnership will risk losing such
properties through foreclosure. The Partnership received net proceeds from
these refinancings in the aggregate amount of approximately $1,549,000. In
addition, the Partnership was required to establish escrows with the lender for
tax and insurance costs.
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 various 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. The General Partner
is currently assessing the need for capital improvements at each of the
Partnership's properties. To the extent the additional capital improvements are
required, the Partnership's distributable cash flow, if any, may be adversely
affected at least in the short term. Such assets are currently thought to be
sufficient for any near-term needs of the Partnership. During the nine months
ended September 30, 1998, the Partnership distributed cash from operations of
approximately $480,000 and proceeds from prior year property sales of
approximately $2,401,000. A subsequent distribution in the amount of $2,500,000
was paid in October 1998, with approximately $951,000 distributed from
operations and $1,549,000 distributed from refinancing proceeds. Future cash
distributions will depend on the levels of net cash generated from operations,
refinancings, property sales, and the availability of cash reserves. The
Partnership's distribution policy will be reviewed on a quarterly basis. There
can be no assurance, however, that the Partnership will generate sufficient
funds from operations to permit further distributions to its partners in 1998 or
subsequent periods.
Transfer of Control - Subsequent Event
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
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 of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired approximately
51% of the outstanding common shares of beneficial interest of Insignia
Properties Trust ("IPT"), the entity which controls the General Partner of the
Partnership. Also, effective October 1, 1998 IPT and AIMCO entered into an
Agreement and plan of Merger pursuant to which IPT is to be merged with and into
AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT Merger requires the
approval of the holders of a majority of the outstanding IPT Shares.
AIMCO has agreed to vote all of the IPT Shares owned by it in favor of the IPT
Merger and has granted an irrevocable limited proxy to unaffiliated
representatives of IPT to vote the IPT Shares acquired by AIMCO and its
subsidiaries in favor of the IPT Merger. As a result of AIMCO's ownership and
its agreement, the vote of no other holder of IPT is required to approve the
merger. The Managing General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
Year 2000
GENERAL DESCRIPTION OF THE YEAR 2000 ISSUE AND THE NATURE AND EFFECTS OF THE
YEAR 2000 ON INFORMATION TECHNOLOGY (IT) AND NON-IT SYSTEMS
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
STATUS OF PROGRESS IN BECOMING YEAR 2000 COMPLIANT
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the Managing General Partner was to the security
systems, elevators, heating-ventilation-air-conditioning systems, telephone
systems and switches, and sprinkler systems. The Managing General Partner is
currently engaged in the identification of all non-compliant operational
systems, and is in the process of estimating the costs associated with any
potential modifications or replacements needed to such systems in order for them
to be Year 2000 compliant. It is not expected that such costs would have a
material adverse affect upon the operations of the Partnership.
RISK ASSOCIATED WITH THE YEAR 2000
The Managing General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Managing General Partner is
not aware of any external agent with a Year 2000 issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Managing General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Managing General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution process in a timely manner will have a material impact on the
financial position or results of operations of the Partnership. However, the
effect of non-compliance by external agents is not readily determinable.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
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 NUANCES, 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, the Corporate General Partner and several of their affiliated
partnerships and corporate entities. The complaint 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 by Insignia Financial Group, Inc.
("Insignia") and entities which were, at the time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and Apartment Investment and Management
Company. The complaint seeks 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, plaintiffs have recently filed an amended complaint. The Managing
General Partner has filed demurrers to the amended complaint which are scheduled
to be heard on January 8, 1999. The Managing General believes the action to be
without merit, and intends to vigorously defend it.
In April 1998, a limited partner of the Partnership commenced an action in the
Circuit Court for Jackson County, Missouri entitled BOND PURCHASE LLC V. FOX
STRATEGIC HOUSING INCOME PARTNERS, ET AL. The complaint claims that the
Partnership and the Managing General Partner breached certain contractual and
fiduciary duties allegedly owed to the claimant and seeks damages and injunctive
relief. The Managing General Partner believes the claims to be without merit
and intends to vigorously defend the claims.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint in the Superior Court of the State of
California, County of Los Angeles. The action, entitled EVEREST PROPERTIES LLC
V. INSIGNIA FINANCIAL GROUP, INC., involves 44 real estate limited partnerships
(including the Partnership) in which the plaintiffs allegedly own interests and
which Insignia Affiliates allegedly manage or control (the "Subject
Partnerships"). The complaint names as defendants Insignia, several Insignia
Affiliates alleged to be managing partners of the Subject Partnerships, the
Partnership and the Corporate General Partner. Plaintiffs allege that they have
requested from, but have been denied by each of the Subject Partnerships, lists
of their respective limited partners for the purpose of making tender offers to
purchase up to 4.9% of the limited partner units of each of the Subject
Partnerships. The complaint also alleges that certain of the defendants made
tender offers to purchase limited partner units in many of the Subject
Partnerships, with the alleged result that plaintiffs have been deprived of the
benefits they would have realized from ownership of the additional units. The
plaintiffs assert eleven causes of action, including breach of contract, unfair
business practices, and violations of the partnership statutes of the states in
which the Subject Partnerships are organized. Plaintiffs seek compensatory,
punitive and treble damages. The Managing General Partner filed an answer to the
complaint on September 15, 1998. The Managing General Partner believes the
claims to be without merit and intends to defend the action vigorously.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner believes that all such
other matters are adequately covered by insurance and will be resolved without a
material adverse effect upon the business, financial condition, results of
operations, or liquidity of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a)Exhibits:
Exhibit 10.1 Repair Escrow Agreement dated July 30, 1998, between Fox
Strategic Housing Income Partners, a California limited
partnership, and Newport Mortgage Company, L.P., a Texas
limited partnership, related to the refinancing of debt
on Woodview Apartments.
Exhibit 10.2 Replacement Reserve Agreement dated July 30, 1998,
between Fox Strategic Housing Income Partners, a
California limited partnership, and Newport Mortgage
Company, L.P., a Texas limited partnership, related to
the refinancing of debt on Woodview Apartments.
Exhibit 10.3 Multi-family Note dated July 30, 1998, between Westlake
East Associates Limited Partnership, an Ohio limited
partnership, and Newport Mortgage Company, L.P., a Texas
limited partnership, related to the refinancing of debt
on Barrington Place Apartments.
Exhibit 10.4 Repair Escrow Agreement dated July 30, 1998, between Fox
Strategic Housing Income Partners, a California limited
partnership, and Newport Mortgage Company, L.P., a Texas
limited partnership, related to the refinancing of debt
on Barrington Place Apartments.
Exhibit 10.5 Replacement Reserve Agreement dated July 30, 1998,
between Fox Strategic Housing Income Partners, a
California limited partnership, and Newport Mortgage
Company, L.P., a Texas limited partnership, related to
the refinancing of debt on Barrington Place Apartments.
Exhibit 27 Financial Data Schedule, filed as an exhibit to this
report.
b) Reports on Form 8-K: None filed during the quarter ended
September 30, 1998.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FOX STRATEGIC HOUSING INCOME PARTNERS
By: FOX PARTNERS VIII
Its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION
Its Managing General Partner
By: /s/Patrick Foye
Patrick Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)
Date: November 12, 1998