EXHIBIT 13.1 AMERICAN STORAGE PROPERTIES, L.P. 1996 ANNUAL REPORT TO UNITHOLDERS Message to Investors Presented for your review is the 1996 Annual Report for American Storage Properties, L.P. (the "Partnership"). Included in this report is an update on the liquidation of the Partnership and timing of the final cash distribution to Limited Partners. Also included are the Partnership's audited financial statements for the year ended December 31, 1996. Overview As you are aware, on October 11, 1996 the Partnership completed the sale of its nine self-storage facilities to Public Storage, Inc. for $27,500,000 in cash (the "Sale"). The majority of the proceeds from the Sale were distributed to Limited Partners during the fourth quarter of 1996, and the remaining proceeds were set aside to provide for, along with the Partnership's cash reserves, all liabilities and other obligations of the Partnership through liquidation. The General Partners intend to utilize any cash after payment of these items to make a final liquidating distribution to the Limited Partners. We currently expect this distribution will approximate a minimum of $25 per Unit. As a result of the Sale, the Partnership is expected to be dissolved during the second quarter of 1997. Cash Distributions The Partnership paid total cash distributions of $567.90 per $465 Unit for the year ended November 30, 1996, including a special distribution in the amount of $540 per Unit paid to Limited Partners on November 25, 1996, representing the majority of the net proceeds from the Sale and fourth quarter cash from operations. Since inception, the Partnership has paid cumulative cash distributions totaling $935.12 and $926.75 per original $500 Unit for first and second close investors, respectively. These amounts include return of capital payments totaling $575 per Unit. In view of the Sale of the Partnership's assets, there will be no additional quarterly distributions to Limited Partners. Quarterly Cash Distributions Per Limited Partnership Unit First Second Third Fourth Quarter Quarter Quarter Quarter Total 1995 $ 8.15 $ 8.15 $ 8.15 $ 9.30 $ 33.75 1996 $ 9.30 $ 9.30 $ 9.30 $ 540.00* $ 567.90 * Special distribution representing majority of the net proceeds from the Sale of the Partnership's assets and fourth quarter cash from operations. Summary We are pleased to have successfully completed the Sale of the Partnership's assets. As a result of the Sale, the Partnership is expected to be dissolved during the second quarter of 1997, at which time a final liquidating distribution will be made to Limited Partners. In the interim, any questions regarding the Partnership should be directed to your Financial Consultant or First Data Investor Services Group. All requests for a change of address should be submitted in writing to the Partnership's transfer agent, Service Data Corporation, 2424 South 130th Circle, Omaha, NE 68144-2596. Both First Data Investor Services Group and Service Data Corporation can be reached at (800) 223-3464. Very truly yours, s/Paul L. Abbott/ s/Robert M. Stanton/ Paul L. Abbott Robert M. Stanton President Chairman Storage Services Inc. American Storage Properties, Inc. General Partner of Goodman Segar Hogan/ American Storage Properties Associates February 28, 1997 Consolidated Balance Sheets At November 30, At November 30, 1996 1995 Assets Self-service storage facilities, at cost: Land $ _ $ 3,756,319 Buildings and improvements _ 16,061,509 19,817,828 Less accumulated depreciation _ (6,010,342) _ 13,807,486 Cash and cash equivalents 2,770,939 2,667,352 Rent receivable 77,344 108,596 Other assets 34,187 41,327 Total Assets $ 2,882,470 $16,624,761 Liabilities and Partners' Capital (Deficit) Liabilities: Accounts payable and accrued expenses $ 269,458 $ 120,589 Due to affiliates 50,197 53,522 Security deposits _ 13,050 Advance rent _ 115,194 Distribution payable 270,642 466,228 Minority interest payable 382,816 13,985 Total Liabilities 973,113 782,568 Partners' Capital (Deficit): General Partners 3,188 (125,793) Limited Partners 1,906,169 15,967,986 Total Partners' Capital 1,909,357 15,842,193 Total Liabilities and Partners' Capital $ 2,882,470 $16,624,761 Consolidated Statement of Partners' Capital (Deficit) For the years ended November 30, 1996, 1995 and 1994 General Limited Partners Partners Total Balance at November 30, 1993 $(112,707) $16,089,847 $15,977,140 Net Income (Loss) (6,514) 1,559,612 1,553,098 Cash distributions - (1,634,304) (1,634,304) Balance at November 30, 1994 $(119,221) $16,015,155 $15,895,934 Net Income (Loss) (6,572) 1,644,786 1,638,214 Cash distributions - (1,691,955) (1,691,955) Balance at November 30, 1995 $(125,793) $15,967,986 $15,842,193 Net Income 399,623 14,408,146 14,807,769 Cash distributions (270,642) (28,469,963) (28,740,605) Balance at November 30, 1996 $ 3,188 $ 1,906,169 $ 1,909,357 Consolidated Statements of Operations For the years ended November 30, 1996 1995 1994 Income Rental $ 3,066,939 $ 3,494,224 $ 3,363,560 Interest 299,858 126,270 56,620 Total Income 3,366,797 3,620,494 3,420,180 Expenses Property operating 1,136,797 1,153,216 1,066,654 Depreciation 329,079 657,210 651,352 General and administrative 317,077 155,796 149,076 Total Expenses 1,782,953 1,966,222 1,867,082 Income before minority interest 1,583,844 1,654,272 1,553,098 Minority interest (382,816) (16,058) - Income from operations 1,201,028 1,638,214 1,553,098 Gain on sale of properties 13,606,741 - - Net Income $14,807,769 $1,638,214 $ 1,553,098 Net Income (Loss) Allocated: To the General Partners $ 399,623 $ (6,572) $ (6,514) To the Limited Partners 14,408,146 1,644,786 1,559,612 $14,807,769 $1,638,214 $ 1,553,098 Per limited partnership unit (50,132 outstanding) $287.40 $ 32.81 $ 31.11 Consolidated Statements of Cash Flows For the years ended November 30, 1996 1995 1994 Cash Flows From Operating Activities: Net Income $14,807,769 $1,638,214 $1,553,098 Adjustments to reconcile net income to net cash provided by operating activities: Minority interest 382,816 16,058 - Depreciation 329,079 657,210 651,352 Gain on sale of properties (13,606,741) - - Increase (decrease) in cash arising from changes in operating assets and liabilities: Rent receivable 31,252 549 (23,607) Other assets 7,140 (4,239) (18,160) Accounts payable and accrued expenses 148,869 34,104 296 Due to affiliates (3,325) 18,365 16,603 Security deposits (13,050) (2,754) (5,149) Advance rent (115,194) 670 (3,252) Net cash provided by operating activities 1,968,615 2,358,177 2,171,181 Cash Flows From Investing Activities: Net proceeds from sale of properties 27,085,148 - - Additions to real estate - (55,984) (97,794) Net cash provided by (used for) investing activities 27,085,148 (55,984) (97,794) Cash Flows From Financing Activities: Distributions paid - Minority interest (13,985) (2,073) - Distributions paid - Limited Partners (28,936,191) (1,634,303) (1,634,304) Net cash used for financing activities (28,950,176) (1,636,376) (1,634,304) Net increase in cash and cash equivalents 103,587 665,817 439,083 Cash and cash equivalents, beginning of year 2,667,352 2,001,535 1,562,452 Cash and cash equivalents, end of year $2,770,939 $2,667,352 $2,001,535 Notes to the Consolidated Financial Statements November 30, 1996, 1995 and 1994 1. Organization American Storage Properties, L.P. (the "Partnership") was organized as a Limited Partnership under the laws of the Commonwealth of Virginia pursuant to a Certificate and Agreement of Limited Partnership dated and filed May 15, 1985 (the "Partnership Agreement"). The Partnership was formed for the purpose of acquiring and operating self-service storage facilities. The General Partners of the Partnership are Storage Services Inc., an affiliate of Lehman Brothers (see below), and Goodman Segar Hogan/American Storage Properties, a California Limited Partnership ("ASP Associates"), an affiliate of Goodman Segar Hogan Hoffler, L.P. (see below). On July 31, 1993, Shearson Lehman Brothers Inc. ("Shearson") sold certain of its domestic retail brokerage and asset management businesses to Smith Barney, Harris Upham & Co. Incorporated ("Smith Barney"). Subsequent to the sale, Shearson changed its name to Lehman Brothers Inc. ("Lehman Brothers"). The transaction did not affect the ownership of the General Partner. However, the assets acquired by Smith Barney included the name "Hutton." Consequently, effective August 3, 1995, the name of the Partnership was changed to American Storage Properties, L.P. to delete any reference to "Hutton." Additionally, effective July 31, 1993, the Hutton Storage Services, Inc. general partner changed its name to Storage Services Inc. to delete any references to "Hutton". On August 1, 1993, Goodman Segar Hogan Incorporated ("GSH") transferred all of its leasing, management and sales operations to Goodman Segar Hogan Hoffler, L.P., a Virginia limited partnership ("GSHH"). On that date, the leasing, management and sales operations of a portfolio of properties owned by the principals of Armada/Hoffler were also obtained by GSHH. The General Partner of GSHH is Goodman Segar Hogan Hoffler, Inc., a Virginia corporation ("GSHH Inc."), which has a one percent interest in GSHH. The stockholders of GSHH Inc. are GSH with a 62% stock interest and H.K. Associates, L.P., an affiliate of Armada/Hoffler ("HK"), with a 38% stock interest. The remaining 99% interests in GSHH are limited partnership interests owned 50% by GSH and 49% by HK. The transaction did not affect the ownership of the General Partner. On March 1, 1996, Public Storage, Inc., a California corporation ("Public Storage") commenced a tender offer to purchase up to 12,533 outstanding Units at a net cash price of $419 per unit. On April 2, 1996, the tender offer expired with Public Storage accepting for purchase 13,516 Units, or approximately 26.97% of the outstanding Units. On October 11, 1996, the Partnership sold its nine properties. It is anticipated that the Partnership will liquidate and settle its remaining assets and liabilities and consequently dissolve in 1997. 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of the Partnership and its ventures, American Storage Properties, (Fern Park) L.P. ("Fern Park") and American Storage Properties (Oak Ridge) L.P. ("Oak Ridge"). Intercompany accounts and transactions between the Partnership and the ventures have been eliminated in consolidation. As discussed in Notes 1 and 5, it is anticipated that the Partnership will liquidate in 1997. Accordingly, the carrying values of the remaining assets at November 30, 1996, are presented at estimated realizable values and all liabilities are presented at estimated settlement amounts. Additionally, the statements of operations and cash flows represent the operations of the Partnership for the year ended November 30, 1996, including the operations of the nine properties through October 10, 1996. Operating activities of the Partnership subsequent to the sale of the properties on October 11, 1996, were limited. Self-Service Storage Facilities Self-service storage facilities were recorded at cost less accumulated depreciation, which included the initial purchase price of the property plus closing costs, acquisition and legal fees and other miscellaneous acquisition costs. Depreciation Depreciation was computed using the straight-line method over the estimated useful lives of 20 to 25 years for Buildings and Improvements and five years for Furniture and Fixtures. Depreciation expense for 1996 was only recorded through May 1996, which is when the Partnership entered into three contracts of sale, pursuant to which the Partnership agreed to sell its nine properties (see Note 5). Included in the cost basis of Buildings and Improvements at November 30, 1995 was $156,995 of Furniture and Fixtures. Leases Leases were generally on a month-to-month basis and were accounted for as operating leases. Cash and Cash Equivalents Cash and cash equivalents consist of short-term, highly liquid investments that have original maturities of three months or less. The carrying amount approximates fair value because of the short maturity of these investments. Income Taxes No provision for income taxes has been made in the financial statements since such taxes are the responsibility of the individual partners rather than that of the Partnership. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain prior year amounts have been reclassified in order to conform to the current year's presentation. 3. Partnership Agreement The Partnership Agreement provides that the net cash from operations, as defined, for each fiscal year will be distributed on a quarterly basis, first to the Limited Partners until each Limited Partner has received an 8% annual cumulative return based on contributed capital. The net cash from operations will then be distributed to the General Partners until the General Partners have received an amount equal to 4% of the net cash from operations distributed to all partners. The balance of net cash from operations will then be distributed 96% to the Limited Partners and 4% to the General Partners. As the 8% cumulative return has not been satisfied as of November 30, 1996, substantially all of the income of the Partnership has been allocated to the Limited Partners. Net proceeds from sales or refinancings will generally be distributed 99% to the Limited Partners and 1% to the General Partners until each Limited Partner has received an amount equal to his adjusted capital investment, as defined, and an 11% cumulative annual return thereon. The balance of the net proceeds will then be distributed 85% to the Limited Partners and 15% to the General Partners. Income before depreciation and amortization for any fiscal year will be allocated in substantially the same manner as net cash from operations. Losses and depreciation and amortization for any fiscal year will be allocated 99% to the Limited Partners and 1% to the General Partners. 4. Transactions with Related Parties The following is a summary of the amounts paid or accrued to the General Partners and their affiliates during the years ended November 30, 1996, 1995 and 1994: Unpaid at November 30, Earned ----------- -------------------------------- 1996 1996 1995 1994 Reimbursement of: Out-of-pocket expenses $ - $ 5,383 $ 3,088 $ 5,420 Administrative salaries and expenses 50,197 117,442 75,627 57,572 Total $50,197 $122,825 $78,715 $62,992 The above amounts have been paid and/or accrued to the General Partners and affiliates as follows: Unpaid at November 30, Earned ----------- ------------------------------ 1996 1996 1995 1994 Storage Services, Inc. and affiliates $35,210 $ 74,763 $45,914 $29,292 ASP Associates and affiliates 14,987 48,062 32,801 33,700 Total $50,197 $122,825 $78,715 $62,992 5. Self-service Storage Facilities The self-service storage facilities consisted of nine properties acquired either directly or, in two cases, through investments in other limited partnerships. On October 11, 1996, the Partnership sold all nine self-service storage facilities. A description of each property is as follows: Number of Date of Number of Rentable Rentable Purchase Property Location Purchase Buildings Sq. Ft. Spaces Price - ----------------- ----------- --------- ------ ------ ---------- 880 Widgeon Road May 6, 1986 11 70,430 518 $2,465,000 Norfolk, VA 5728 Southern Blvd. May 6, 1986 5 25,749 228 $ 800,000 Virginia Beach, VA 1205 W. Pembroke Ave. May 6, 1986 7 59,680 657 $2,640,000 Hampton, VA 1430 S. Military Hwy. May 6, 1986 5 75,015 439 $2,200,000 Chesapeake, VA 1717 Bloom Lane May 6, 1986 6 61,603 604 $2,250,000 Richmond, VA 8226 South Hwy 17-92 Dec. 9, 1986 8 69,280 761 $2,129,829 Fern Park, FL 235 East Oak Ridge Rd. Dec. 9, 1986 5 56,410 589 $1,658,250 Orlando, FL 5440 Midlothian Trnpk. Dec. 29, 1986 10 65,600 651 $1,843,150 Richmond, VA 2918 Peter's Creek Rd. Dec. 29, 1986 5 56,524 449 $2,000,000 Roanoke, VA Sale of Properties On May 17, 1996, the Partnership, entered into three Contracts of Sale (together, the "Contracts of Sale") dated as of May 17, 1996, one for the Virginia properties and two as general partner of Fern Park and Oak Ridge, with Public Storage, pursuant to which the Partnership agreed to sell substantially all its assets to Public Storage for an aggregate price of $27,500,000, subject to adjustment, in cash (the "Sale"). The Sale was conditioned upon, among other things, the simultaneous closing of all three Contracts of Sale, except under certain circumstances, and the approval of the Sale by holders of a majority of the outstanding units of limited partnership interests of the Partnership. To obtain approval for the Sale, a proxy solicitation describing the terms of the Sale was mailed to Limited Partners on September 10, 1996. Limited Partners were required to submit executed ballots by October 10, 1996. On October 10, 1996, the Partnership announced the approval by Limited Partners holding a majority of the outstanding Units. In accordance with Sections 16.a.(iii) and (iv) of the Partnership Agreement, approval of the Sale will result in the dissolution of the Partnership. The Sale of the Partnership's nine properties (the "Properties") was consummated on October 11, 1996. The Properties were sold for $27,500,000. The Partnership received net sales proceeds of $27,085,148 and the transaction resulted in a gain on sale of $13,606,741. A special cash distribution of $27,071,280, or $540 per Unit, representing the majority of the net proceeds from the Sale and fourth quarter net cash from operations, was distributed to the Limited Partners on November 25, 1996. On January 2, 1997, $270,642 was distributed to the General Partners representing their portion of the net proceeds from the Sale. As of November 30, 1996, this amount was reflected as "Distribution Payable" on the Partnership's consolidated balance sheet. The remaining proceeds from the Sale and cash reserves will be first used to pay the Partnership's remaining obligations and costs of liquidation. Any remaining balance will be distributed to the Partners in accordance with the Partnership Agreement. The General Partners intend to wind up the affairs of the Partnership and subsequently liquidate the Partnership in accordance with the terms of the Partnership Agreement in 1997. Investment in Limited Partnership On December 9, 1986, the Partnership executed a purchase agreement to acquire an interest in two self-service storage facilities located in Fern Park, Florida, and Orlando, Florida, through two Limited Partnerships, Fern Park and Oak Ridge, with affiliates of the seller of the facilities. The two facilities were acquired for initial purchase prices of $2,026,750 and $1,658,250, respectively, and future additional contingent amounts of up to $173,250 and $141,750, respectively, based upon the achievement of certain cash flow levels. These amounts were placed in an escrow account. In 1988, upon the expiration of the contingency period, the cash flow level required for a partial payment was achieved by the Fern Park property, and as a result, $103,079 was released as an addition to the original purchase price of the property. The remaining amounts of $70,171 and $141,750 for Fern Park and Oak Ridge, respectively, were returned to the Partnership. The initial purchase price of each property was disbursed by the Partnership to the respective Limited Partnerships as a capital contribution. The Limited Partnership agreements substantially provide that: i. Net cash from operations will be distributed each quarter 100% to the Partnership until the Partnership has received an amount equal to a cumulative annual 12% return ("Preferred Return") on its capital contribution, as adjusted. The balance of any net cash from operations will be distributed 85% to the Partnership and 15% to the Limited Partner. The Preferred Return for Fern Park was satisfied during 1996 and 1995. The balance of net cash from operations was distributed according to the guidelines stated above. The minority share of $10,744 and $16,058 is recorded within minority interest expense for the years ended November 30, 1996 and 1995, respectively in the financial statements. As of November 30, 1996 and 1995, $10,744 and $13,985 of the minority share of net cash from operations were payable to the Limited Partner respectively. As the Preferred Return for Oak Ridge has not been satisfied as of November 30, 1996 and 1995, substantially all of the income of the Limited Partnership has been allocated to the Partnership. ii. Cash proceeds from interim capital transactions will be distributed 100% to the Partnership until the Partnership has received any shortfalls in its preferred return as well as 125% of its aggregate cash investment. The remaining cash will be distributed 85% to the Partnership and 15% to the Limited Partner. iii. Cash proceeds from a terminating capital transaction will be distributed to the Partners, pro-rata in accordance with each Partner's capital account balance, to the extent thereof, after allocation of gain from sale in connection with such terminating capital transaction. Any remaining proceeds will be distributed 85% to the Partnership and 15% to the Limited Partners. As of November 30, 1996, $208,214 and $163,858 for Fern Park and Oak Ridge, respectively were payable to the Limited Partner in connection with the terminating capital transaction. iv. Taxable income will be allocated in substantially the same manner as net cash from operations. Tax losses will generally be allocated 85% to the Partnership and 15% to the Limited Partner. 6. Reconciliation of Net Income to Taxable Income For the year ended November 30, 1996, taxable income exceeded net income reported in the consolidated financial statements by $313,836. For the years ending November 30, 1995 and 1994, net income reported in the consolidated financial statements exceeded taxable income by $54,705 and $43,260 respectively. As of November 30, 1996, the tax basis of total assets and liabilities is $11,910,410 and $7,364,636, respectively. These differences are a result of differences between the tax basis and financial statement reporting requirements. Different methods of depreciating real estate are used for tax purposes as compared to those used for financial statement purposes. Report of Independent Public Accountants To the Partners of American Storage Properties, L.P.: We have audited the accompanying consolidated balance sheets of American Storage Properties, L.P. (a Virginia limited partnership), and consolidated ventures, as of November 30, 1996 and 1995, and the related consolidated statements of operations, partners' capital and cash flows for each of the three years in the period ended November 30, 1996. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As described in Note 5 to the financial statements, the Partnership sold all of its properties on October 11, 1996. The Partnership anticipates settling and liquidating its remaining assets and liabilities and consequently will dissolve the Partnership in 1997. The balance sheet presented herein represents the general partners' estimated net realizable value of all assets and liabilities as of November 30, 1996 and the statements of operations and cash flows represent the operations of the Partnership for the year ended November 30, 1996, including the operations of the properties through October 11, 1996. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Storage Properties, L.P. and consolidated ventures as of November 30, 1996 and 1995, and the results of their operations and their cash flows for each of the three years in the period ended November 30, 1996, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Boston, Massachusetts January 8, 1997 AMERICAN STORAGE PROPERTIES, L.P. Schedule III - Real Estate and Accumulated Depreciation November 30, 1996 Cost Capitalized Subsequent Initial Cost to Partnership To Acquisition Land, Buildings and Buildings and Description Encumbrances Land Improvements Improvements Self service storage facilities: Virginia Beach $ - $ 151,165 $ 722,441 $ 125,706 Hampton - 306,343 2,553,577 36,738 Chesapeake - 327,656 2,076,833 82,779 Richmond - Bloom Ln. - 340,017 2,113,107 12,211 Norfolk - 302,270 2,371,404 74,584 Richmond - Midlothian - 553,763 1,453,322 68,779 Roanoke - 640,485 1,481,025 2,179 - 2,621,699 12,771,709 402,976 Consolidated Ventures: Oak Ridge - 488,836 1,269,919 14,593 Fern Park - 645,784 1,499,232 103,079 $ - $3,756,319 $15,540,860 $ 520,648 F-1 AMERICAN STORAGE PROPERTIES, L.P. Schedule III - Real Estate and Accumulated Depreciation (continued) November 30, 1996 Gross Amount at Which Carried at Close of Period Land, Buildings and Accumulated Description Improvements Disposals Total Depreciation Self service storage facilities: Virginia Beach $ 999,312 $ (999,312) - - Hampton 2,896,658 (2,896,658) - - Chesapeake 2,487,268 (2,487,268) - - Richmond - Bloom Ln. 2,465,335 (2,465,335) - - Norfolk 2,748,258 (2,748,258) - - Richmond - Midlothian 2,075,864 (2,075,864) - - Roanoke 2,123,690 (2,123,690) - - 15,796,385 (15,796,385) - - Consolidated Ventures: Oak Ridge 1,773,348 (1,773,348) - - Fern Park 2,248,095 (2,248,095) - - $ 19,817,828 $ (19,817,828) - - A reconciliation of the carrying amount of real estate and accumulated depreciation for the years ended November 30, 1996, 1995 and 1994: Real Estate investments: 1996 1995 1994 Beginning of year $ 19,817,828 $ 19,761,844 $ 19,664,050 Additions - 55,984 97,794 Disposals (19,817,828) - - End of year $ - $ 19,817,828 $ 19,761,844 Accumulated Depreciation: Beginning of year $ 6,010,342 $ 5,353,132 $ 4,701,780 Depreciation expense 329,079 657,210 651,352 Disposals (6,339,421) - - End of year $ - $ 6,010,342 $ 5,353,132 F-2 Report of Independent Public Accountants On Schedule To Consolidated Financial Statements To the Partners of American Storage Properties, L.P.: We have audited, in accordance with generally accepted auditing standards, the consolidated financial statements included in American Storage Properties, L.P.'s annual report to unitholders, incorporated by reference in this Form 10-K, and have issued our report theron dated January 8, 1997. Our audit was made for the purpose of forming an opinion on those consolidated financial statements taken as a whole. Schedule III is the responsibility of the Partnership's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our opinion, fairly states, in all material respects, the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole. ARTHUR ANDERSEN LLP Boston, Massachusetts January 8, 1997 F-3