Exhibit (b)(1) [PRICE WATERHOUSE LETTERHEAD] September 30, 1994 Lerner Corporation 11501 Huff Court North Bethesda, Maryland 28095-1094 Gentlemen: Re: Appraisal of the Springhill Lake Apartments located at 9164 Edmonston Road in Prince George's County, Maryland In accordance with your engagement letter dated September 7, 1994, we have appraised the property captioned above. We have estimated the market value of the subject property assuming a market level management fee. In addition, we have also estimated the market value of the property, subject to the existing financing and in-place management agreement. The purpose of this report is to present our findings and conclusions and we understand that it will be used as part of a Consent Solicitation Statement to the unitholders of Springhill Lake Investors Limited Partnership and will be filed with the Securities and Exchange Commission as an exhibit to the Consent Solicitation Statement. The legal interest appraised is the leased fee interest. The date of the value estimates is September 12, 1994, under market conditions as observed during the period of our research during September 1994. The property was inspected on September 12, 1994. The subject property consists of a 2,899-unit garden apartment complex totalling 2,533,413 square feet of gross living area, plus a clubhouse, shopping center, daycare center and related site improvements. These improvements are located on a 154,049 acre site that fronts the west side of Edmonston Road just south of Capital Beltway (Interstate 495) in Prince George's County, Maryland. A complete description of the property, together with the sources of information and the bases of our estimates, are stated in the accompanying sections of this report. Your attention is called to the Certification, Standard Conditions, and Special Conditions to follow. Subject to all conditions and explanations contained in this report, and based upon our analyses of the subject property and the market, together with our experience and knowledge of the market gained in appraising similar properties, our opinion of the market value of the subject property, assuming a market level management fee, as of September 12, 1994 (As Is) is as follows: EIGHTY EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS $88,500,000 Subject to the Certification, Standard Conditions, and Special Conditions Based on the analysis of the existing financing, the market value of the subject property as of September 12, 1994 (As Is), subject to the existing financing and in-place management agreement, is as follows: EIGHTY FOUR MILLION SIX HUNDRED THOUSAND DOLLARS $84,600,000 Subject to the Certification, Standard Conditions, and Special Conditions There are currently some reported environmental problems at the subject property. Your attention is called to both the Special Conditions section (page vii) of the report as well as the Site Conditions (page 11) for more detail on the environmental conditions of the subject property. Neither the underground storage tank (UST) remediation nor the dry cleaners soil and concrete remediation are considered in the value estimates presented in this appraisal. These should be further researched by competent authorities to assess their impact on the value of the property. The accompanying prospective financial analyses are based on estimates and assumptions developed in connection with the appraisal. However, some assumptions inevitably will not materialize, and unanticipated events and circumstances may occur; therefore, actual results achieved during the period covered by our prospective financial analysis will vary from our estimates and the variations may be material. This report, the final estimates of value and the prospective financial analyses are intended solely for your information and assistance for the purpose stated above, and should not be relied upon for any other purpose. Other than as indicated above, neither our report nor any of its contents nor any reference to the appraisers or our firm, may be included or quoted in any document, offering circular or registration statement, prospectus, sales brochure, other appraisal, loan or other agreement without Price Waterhouse LLP's (Price Waterhouse) prior written approval of the form and context in which it will appear. Respectfully submitted, /s/ PRICE WATERHOUSE LLP PREFACE ix EXECUTIVE SUMMARY Property Identification Springhill Lake Apartments Property Location 9164 Edmonston Road, Prince George's County, Maryland Legal Interest Appraised Leased fee estate Date of Inspection September 12, 1994 Site Description 154,049 acres Building Description 2,899-unit garden apartment complex totalling 2,533,413 square feet of gross living area; clubhouse; shopping center; daycare center and various site improvements including two swimming pools and two sets of tennis courts. Occupancy as of August 31, 1994 91.28% Indications of Value: As of September 12, 1994 (As Is) Income Capitalization Approach Direct Capitalization Technique $90,300,000 Overall Rate Ro: 10.25% Discounted Cash Flow Analysis: $88,000,000 Income Growth Rate: 0% first two years, 3.5% thereafter Expense Growth Rate: 3.5% Discount Rate (DRR): 13.0% Terminal Rate (Rt) 11.5% Analysis Period: 11 years, assuming a 10 year holdingperiod Sales Comparison Approach $87,000,000 Final Estimate of Value as of September 12, 1994 (As Is) $88,500,000* Indicated Value per Unit $30,528 Indicated Value Per Leasable Square Foot $34.93 Implied Going-In Capitalization Rate (NOI) - Year 1 DCF 10.54% Implied Effective Gross Revenue Multiple (Year 1 DCF) 3.80 Final Estimate of Value Subject to Existing Financing and In-place Management Contract as of September 12, 1994 (As Is) $84,600,000 ($29.182/unit)* Implied Going-In Capitalization Rate (NOI-Year 1 DCF) 10.47% * Neither the underground storage tank remediation nor the dry cleaners soil and concrete remediation are considered in the value estimates presented in this appraisal. These should be further researched by competent authorities to assess their impact on the value of the property.