FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to _____________
Commission file number 0-16792
BASS REAL ESTATE FUND - 84
(Exact name of registrant as specified in its charter)
North Carolina 56-1419569
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4000 Park Road, Charlotte, North Carolina 28209
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 704/523-9407
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 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 _____
Aggregate market value of voting securities held by nonaffiliates: Not
applicable as all securities are non-voting.
Documents incorporated by reference: None
Page 1 of ___ sequentially numbered pages
Exhibit Index on Page 31
PART I
Item 1 - Business.
The Registrant is a North Carolina limited partnership organized as of June
1, 1984. The general partners of the Registrant are Marion Bass Real Estate
Group, Inc. (the Managing General Partner), a North Carolina corporation, and
Marion F. Bass (the Individual General Partner), president and chief executive
officer of the Managing General Partner (collectively, the General Partners).
The Managing General Partner is wholly owned by Marion Bass Investment Group,
Inc., which in turn is wholly owned by Marion F. Bass.
The Registrant's principal investment objectives are to (1) provide capital
appreciation, (2) provide cash distributions from operations which will not, in
the early years of the Registrant, be subject to Federal income taxation, (3)
preserve and protect the capital of the limited partners, (4) provide tax losses
in excess of tax sheltered cash distributions during the initial years of the
partnership which may be used to offset taxable income from other sources and
(5) build equity through the reduction of mortgage debt on the Registrant's
properties.
The Registrant commenced an offering of a minimum of 3,000 up to a maximum
of 14,800 units of limited partnership interests (the Units) at $500 per Unit on
September 14, 1984 pursuant to a Registration Statement filed under the
Securities Act of 1933, as amended. On March 14, 1985, subscriptions for Units
in excess of 3,000 Units had been received and accepted and the proceeds of the
offering, after deduction for selling commissions and organization and offering
expenses, aggregated $1,369,280. The proceeds of the offering were delivered
from escrow and the offering was extended until the earlier of September 14,
1985 or until all 14,800 Units had been sold. On September 14, 1985 the offering
terminated with aggregate net proceeds from the Offering totaling $4,265,000.
After deduction for selling commissions and organization and offering expenses
of $511,800, net proceeds of $3,753,200 were available for partnership
operations. In addition to these proceeds, the General Partners contributed
amounts totaling $43,081.
On March 14, 1985, the Individual General Partner acquired 8 acres of
unimproved land in Charlotte, North Carolina for a total purchase price of
$360,400. This property was transferred to the Registrant on April 12, 1985 for
$370,925, the Individual General Partner's original acquisition price plus
actual out-of-pocket expenses totaling $10,525 related to the acquisition.
Pursuant to an agreement with an affiliate dated July 18, 1985, the Registrant
constructed a 132 unit (54 one bedroom units and 78 two bedroom units) apartment
community with clubhouse, swimming pool, and laundry facilities on this
property. Construction was completed
-2-
and all units were ready for occupancy in July, 1986. Total cost of the project
known as The Chase on Commonwealth including construction management fees of 10%
of the construction cost paid to an affiliate, financing costs, construction
period interest and funded pre-opening expenses was approximately $4,205,880.
The project was financed by the proceeds of the offering delivered from escrow
on March 14, 1985, and a construction loan of $2,856,278 from First Union
National Bank. On March 16, 1987, the Registrant refinanced the construction
loan with a $2,856,278, nonrecourse, nonamortizing 15-year loan bearing interest
at 11.75%. The loan was obtained from Bass Mortgage Income Fund I, Limited
Partnership, an affiliated partnership in which the Individual General Partner
serves as a general partner. The Registrant paid $85,688 in loan points (equal
to 3% of the principal) at closing and all closing costs. In November 1995, the
Registrant negotiated a prepayment of this mortgage loan. At the date of
prepayment, the Registrant was reporting principal and accrued interest payable
to the affiliate of $3,130,700. Under the terms of repayment, the Registrant
paid Bass Mortgage $2,858,311 as full satisfaction of all amounts due the
affiliate. As a result of this payment, the Registrant recorded an extraordinary
gain of $272,389 in 1995.
The Registrant obtained a 7.6% HUD insured mortgage of $3,230,000 for
The Chase in November 1995. The loan requires monthly principal and interest
payments of $22,009 and matures in December 2030. The Registrant incurred total
costs of $77,095 in connection with obtaining the new mortgage loan secured by
The Chase.
On April 19, 1986, the Registrant purchased an existing apartment community
completed in 1981 known as Willow Glen (formerly known as Sunset Apartments)
from a non-affiliated seller for a price of $3,750,000. The property is a 120
unit (40 one bedroom units, 56 two bedroom units, and 24 three bedroom units)
middle class apartment community located in Monroe, North Carolina. It consists
of 15 two-story buildings, clubhouse, swimming pool, laundry facility and two
tennis courts situated on 12 acres. The property carried a 7 1/2% HUD insured
mortgage of approximately $2,695,000 (65% leverage) which was assumed by the
Registrant. The balance of the purchase price and costs of acquisition were
provided from equity funds. A 10% acquisition fee totaling $375,000, was paid to
an affiliate at closing.
The Registrant does not anticipate the acquisition/development of any
additional properties.
Upon the sale of any property by the Registrant, the proceeds of the sale
will be distributed to the partners. Therefore, it is intended that the
Registrant will be self-liquidating. The General Partners currently intend to
dispose of all properties purchased within nine to twelve years of the purchase.
-3-
Competition among owners of apartment complexes of the type and in the areas
that the Registrant owns apartment complexes is generally high. Competition is
generally based on price and features offered. Many of the Registrant's
competitors have greater assets and more experience than the Registrant and the
General Partners.
One or both of the General Partners serve as a general partner in eight
private partnerships which own various income-producing, multi-family
residential property. None of the private partnerships sponsored by the General
Partners currently contemplates the acquisition of additional properties. The
General Partners sponsored three public real estate partnerships, Bass Real
Estate Fund-II, Bass Income Plus Fund Limited Partnership, and Bass Real Estate
Fund III with similar objectives as the Registrant. Conflicts could develop
between the Registrant and other existing or future partnerships which the
General Partners may manage. The General Partners intend to devote only such
time to the business of the Registrant as in their judgment is reasonably
required. The General Partners are engaged in other similar activities which
also require their time and attention.
As of December 31, 1995, the Registrant did not directly employ any persons
in a full-time position. Certain employees of the Managing General Partner and
affiliates performed services for the Registrant during the year.
Item 2 - Properties.
The Chase on Commonwealth
The Chase on Commonwealth is a 132 unit apartment complex with
clubhouse, swimming pool, and laundry facilities on an 8 acre tract of land in
Charlotte, North Carolina. The property consisting of 5 apartment buildings and
1 clubhouse building was constructed between August, 1985 and July, 1986 by an
affiliate. The total cost of the development was approximately $4,592,707. At
December 31, 1995, occupancy was 94%. The types of units and monthly rentals are
described below:
Units Description Size 12/31/93(1) 12/31/94 12/31/95
(sq. ft.) Rental Rental Rental
54 one bedroom 670 $ 375 $ 410 $ 425
78 two bedroom 879 475 510 515
132 104,742 57,300 61,920 63,120
(1) During 1993 rents were reduced in order to meet competition in surrounding
areas.
-4-
Willow Glen Apartments
Willow Glen (formerly known as Sunset Apartments) is a 120 unit middle
class apartment community located in Monroe, North Carolina. The property was
completed in April, 1981 and consists of 15 two-story buildings, clubhouse,
swimming pool, laundry facility and two tennis courts situated on 12 acres. It
was purchased from a non-affiliated seller for $3,750,000 in April, 1986. At
December 31, 1995, 99% of the apartment units were occupied. The types of units
and monthly rentals are described below:
Units Description Size (sq. ft.) 12/31/93 12/31/94 12/31/95
Rental Rental Rental
40 one bedroom 680 $ 395 $ 415 $ 410
56 two bedroom 890 445 465 475
24 three bedroom 1,125 500 525 550
120 104,040 $ 52,720 $ 55,240 $ 56,200
Item 3 - Legal Proceedings.
No material legal proceedings were initiated or terminated during the fiscal
year covered by this report.
Item 4 - Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the holders of Units during the
fourth quarter of the fiscal year ended December 31, 1995.
Item 5 - Market for Registrant's Units and Related Matters.
Transfer of the Units is subject to certain restrictions contained in the
Registrant's limited partnership agreement. There is no established market for
the Units and it is not anticipated that any will occur in the future. The Units
are held of record by 415 holders as of December 31, 1995. Other than the sales
indicated below, the Registrant is unaware of any sales of Units after
termination of the offering:
Units Price
Date Sold Per Unit
------- ----- --------
4-14-89 10 $437.00
12-2-88 80 $455.00
11-22-88 10 $455.00
2-2-88 10 $485.45
-5-
A summary of cash distributions follows:
Total Amount Average Per
Date Period Distributed(1) Unit
2/01/89 1/1/88 through 12/31/88 $50,000 $5.80
8/04/89 7/1/89 through 7/30/89 30,000 3.48
2/08/90 7/1/89 through 12/31/89 20,000 2.32
7/23/90 1/1/90 through 6/30/90 25,000 2.90
2/06/91 7/1/90 through 12/31/90 25,000 2.90
1/15/95 1/1/94 through 12/31/94 75,000 8.70
- -----------------
(1) Includes amounts distributed to General Partners under Registrant's
partnership agreement.
Under the HUD Regulatory Agreement with respect to The Chase and Willow Glen
Apartments, distributions are limited to "surplus cash" as defined and as
calculated at the end of a semi-annual fiscal period. At December 31, 1995,
surplus cash was $21,687 and $90,891, respectively, and was held in partnership
accounts for future use.
Item 6 - Selected Financial Data.
Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended Ended 12/31/92 Ended
12/31/95 12/31/94 12/31/93 12/31/91
Revenues $1,371,530 $1,288,239 $1,181,656 $1,050,595 $1,011,717
Net income
(loss) from
continuing
operations 68,268 (145,529) (281,588) (495,628) (1,537,329)
per Unit (0.00) (0.00) (0.00) (35.82) (178.42)
Net income
(loss)
after ex-
traordinary 340,657 (145,529) (281,588) (495,628) (1,537,329)
gain (0.00) (0.00) (0.00) (35.82) (178.42)
per Unit
Total
Assets 5,512,447 5,161,250 5,382,682 5,585,769 5,994,639
Construc-
tion and
Mortgage 5,709,097 5,367,004 5,396,355 5,423,591 5,448,865
Loan
Payable
Cash Dis-
tributions 8.70 0.00 0.00 0.00 2.90
per Unit
-6-
The results for the fiscal year ended December 31, 1995 were affected
by the cancellation of indebtedness related to the refinance of a mortgage by
the Registrant. See discussion in Item 7, under the heading of Liquidity and
Capital Resources.
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General.
The Registrant owns and operates two residential apartment complexes: The
Chase on Commonwealth (Chase) located in Charlotte, North Carolina, and Willow
Glen (formerly known as Sunset Apartments) located in Monroe, North Carolina.
The Chase was constructed by the Registrant and completed in July, 1986, with a
total cost at December 31, 1986 of $4,592,707. Willow Glen was an existing
complex purchased by the Registrant in April, 1986 with $4,165,033 of assets
acquired and $2,706,349 of liabilities assumed. The Registrant was initially
capitalized with $43,081 from the General Partners and $4,265,000 from the
public offering of Units.
Liquidity and Capital Resources.
At December 31, 1995, there was a deficit in partners' equity in the
amount of $348,415 and liquid assets amounted to $147,417. The increase in cash
of $31,608 was due to net refinancing proceeds of $3,152,905 less cash used in
operations of $72,169, capital replacements of $70,071, repayment of mortgage
principal of $31,629, repayment of mortgage loan payable to affiliate of
$2,856,278 and a distribution to partners of $75,000. The Registrant had accrued
liabilities of $94,719 which consisted of management fees due to an affiliate of
$5,471, trade accounts payable of $13,770, tenant prepaid rent of $3,774,
interest payable to bank of $20,457 and property taxes payable of $51,247.
Net cash used in operations before property additions, payments on
mortgage principal, and distribution to partners totaled $72,169 in 1995
compared to net cash provided by operations of $149,693 in 1994 and $134,992 in
1993. Mortgage loans payable at December 31, 1995, consisted of a $2,479,097
mortgage loan outstanding secured by Willow Glen and a $3,230,000 mortgage loan
outstanding by The Chase. The mortgage secured by The Chase was obtained in
November 1995 in connection with the prepayment of the Registrant's mortgage
loan payable to an affiliate. The loans bear interest at 7.5% and 7.6%
respectively, and require aggregate monthly payments of principal and interest
of $40,247. During 1995 the Registrant made principal payments of $31,629 on the
mortgage loan secured by Willow Glen.
In 1995, there was substantial activity in the construction and
planning of new apartment projects in the Charlotte market.
-7-
Since August of 1995, approximately 1,500 apartment units were completed and
available for rent. At present, approximately 3,000 additional units are under
construction. In certain markets, rental concessions have been given to obtain
new tenants. The Registrant does not believe that these new units and rental
concessions will have a material impact on the Registrant's operations in 1996.
The long-range impact will be influenced by factors that affect the number of
persons seeking to rent apartments, such as the rate of growth in the Charlotte
economy and interest rates and the affordability of home ownership.
The 1996 operating plan and budget projects cash flow from operations
of $101,000 at The Chase and $85,000 at Willow Glen. The budget assumes that the
Registrant will achieve occupancy rates equivalent to 96% at The Chase and
Willow Glen. Rents will be increased up to 5% over rates charged in 1995 to
offset normal increases in operating expenses. Capital replacements of $22,000
and $44,000 are budgeted for The Chase and Willow Glen, respectively. Projected
cash flows from the two properties and available cash reserves will be used to
fund the replacements. Based upon these estimates, the Registrant believes that
the cash flow from operations will be sufficient to meet cash requirements and
rebuild cash reserves. Under the HUD Regulatory Agreement with respect to The
Chase and Willow Glen, distributions are limited to "surplus cash" as defined
and calculated at the end of a semi-annual fiscal period. During 1995, The Chase
and Willow Glen generated "surplus cash" of $112,578 and was held in partnership
accounts for future use.
In November 1995, the Registrant negotiated a prepayment of the
mortgage loan secured by The Chase with Bass Mortgage Income Fund I, an
affiliate of the Registrant's general partners. At the date of prepayment, the
Registrant was reporting principal and accrued interest payable to the affiliate
of $3,130,700. Under the terms of repayment, the Registrant paid Bass Mortgage
$2,858,311 as full satisfaction of all amounts due the affiliate. As a result of
this payment, the Registrant recorded an extraordinary gain of $272,389 in 1995.
The Registrant obtained a 7.6% HUD insured mortgage of $3,230,000 for
The Chase in November 1995. The loan requires monthly principal and interest
payments of $22,009 and matures in December 2030. The Registrant incurred total
costs of $77,095 in connection with obtaining the new mortgage loan secured by
The Chase.
Results of Operations.
The results from operations for the year 1995 reflect an increase in
total revenues of $83,291 due to maintaining a combined average occupancy of 96%
and increasing rents an average of 1% to 4%. Rental income was $1,330,469 in
1995 compared to $1,237,404 in
-8-
1994, a difference of $93,065. Operating expenses increased $12,953 during 1995.
The increase of $9,789 in fees and expenses to affiliates was due to management
fees based on total revenues collected and increased payroll costs associated
with management personnel. Property taxes and insurance increased $3,142.
Utilities increased $3,272 due to resident usage.
After interest expense of $438,540 and other nonoperating expenses of
$47,150, the Registrant realized a net income of $68,268. This net income is
compared to net losses of $145,529 and $281,588 in 1994 and 1993, respectively.
An extraordinary gain realized in the prepayment of mortgage loans to affiliates
increased net income to $340,657. Before recognizing the expense of depreciation
and amortization, the 1995 operating plan and budget had forecasted a combined
net income of $199,000. This is compared to an actual net income (before
depreciation and amortization and the extraordinary gain) of $289,638.
In November 1995, the Registrant negotiated a prepayment of the
mortgage loan payable to its affiliate, Bass Mortgage Income Fund I. Under the
terms of the prepayment, the Registrant paid Bass Mortgage $2,858,311 in full
satisfaction of all amounts due to the affiliate under the restructured loan
agreement. As a result of this prepayment, the Registrant recorded an
extraordinary gain of $272,389 in 1995.
Item 8 - Financial Statements and Supplementary Data.
See Appendix A to this Form 10-K.
Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
-9-
Item 10 - Directors and Executive Officers of the Registrant.
The Registrant has no directors or executive officers. Information as to the
directors and executive officers of the Managing General Partner is as follows:
Information about Directors
Name and Executive Officers
Marion F. Bass Director, President, Chief Executive
Officer, and Treasurer of the Managing
General Partner since 1977. He is 56
years old.
Robert J. Brietz Executive Vice President of the Managing
General Partner since October, 1988.
Director and Secretary of the Managing
General Partner since March, 1989. Exec-
utive Vice President of Marion Bass Sec-
urities Corporation since November, 1986.
Senior Vice President with Interstate
Securities Corporation for the period
from 1978 to October, 1986. He is 52
years old.
The directors and executive officers of the Managing General Partner were
elected to their current positions on March 27, 1989. Each officer and director
holds office until his death, resignation, retirement, removal,
disqualification, or his successor is elected and qualified.
All of the executive officers and directors of the Managing General Partner
serve in the same capacities with Marion Bass Securities Corporation, Marion
Bass Construction Company, Marion Bass Properties, Inc., Bass Capital Management
Corporation, and Marion Bass Investment Group, Inc. (collectively, the Marion
Bass Group). Marion F. Bass is the sole shareholder of Marion Bass Investment
Group, Inc. which is sole shareholder of the other corporations in the Marion
Bass Group.
Item 11 - Executive Compensation.
During the fiscal year ended December 31, 1995, the Registrant paid no
compensation to the executive officers or directors of the Managing General
Partner or to either of the General Partners. See Item 13 "Certain Relationships
and Related Transactions" for a discussion of amounts paid or which may be paid
to the General Partners and certain affiliates of the General Partners after
December 31, 1995.
-10-
Item 12 - Security Ownership of Certain Beneficial Owners and
Management.
As of March 15, 1996, no persons known to the Registrant have beneficial
ownership of more than 5% of the Units.
The following individual directors and officers and the directors and
officers as a group of the Managing General Partner owned at March 15, 1996, the
following number of Units of the Registrant:
Number of Units and
Nature of Beneficial Percent of Units
Name Ownership(1) Outstanding
Marion F. Bass 4 (2)
All Directors and 4 (2)
Officers as a Group
(4 persons)
- ------------------------
(1)All Units are owned directly with sole voting power and sole investment
power unless otherwise indicated.
(2) Less than 1%.
Item 13 - Certain Relationships and Related Transactions.
Marion Bass Properties, Inc., a North Carolina corporation wholly owned by
the Individual General Partner, has been engaged by the Registrant as property
manager for both of its properties. Marion Bass Properties, Inc. will be
entitled to property management fees in an amount not to exceed the lesser of
(i) those fees prevailing for comparable services where the properties are
located or (ii) 5% of the monthly gross revenues from the residential
properties. During 1994, 1993, and 1992, the General Partners and their
affiliates received fees and expenses as follows:
1995 1994 1993
Management fee of 5% of
gross revenues $ 67,589 $ 63,038 $ 58,784
Reimbursed maintenance
salaries 62,164 63,688 58,907
Reimbursed property manager
salaries 75,351 71,751 66,280
Other miscellaneous
reimbursements 9,630 6,468 2,105
Total $ 214,734 204,945 $186,076
-11-
PART IV
Item 14 - Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) Financial statements and schedules. The Index to Financial Statements
included in Appendix A to this Form 10-K. All other schedules not listed in
Appendix A are omitted because they are not applicable, not required or because
the requested information is included in the Financial Statements or notes
thereto.
(b) Exhibits.
4(a) Copy of Limited Partnership Agree-
ment dated as of June 1, 1984, filed
as Exhibit 4(a) to Registrant's
Registration Statement on Form S-18
(No. 2-92295A), filed with the
Securities and Exchange Commission
on July 19, 1984, which is incor-
porated by reference to such Form
S-18.
4(b) Copy of Certificate of Limited Part-
nership dated as of June 1, 1984,
filed as Exhibit 4(b) to Regi-
strant's Registration Statement on
Form S-18 (No. 2-92295A), filed with
the Securities and Exchange Commis-
sion on July 19, 1984, which is
incorporated by reference to such
Form S-18.
4(c) Copy of amendments to Agreement of
Limited Partnership dated as of
March 14, 1986, filed as Exhibit 4
to the Registrant's Form 10-K Annual
Report for the fiscal year ended
December 31, 1985, filed with the
Securities and Exchange Commission,
which is incorporated herein by
reference to such Form 10-K.
4(d) Copy of Amendment to Agreement of
Limited Partnership dated as of
November 1, 1995.
10(a) Copy of Property Management Agree-
ment, Exhibit 10(a) to Registrant's
Registration Statement on Form S-18
(No. 2-92295A), filed with the Sec-
urities and Exchange Commission on
-12-
July 19, 1984, which is incorporated by reference to
such Form S-18.
10(b) Copy of Acquisition Agreement filed
as Exhibit 10(b) to Registrant's
Registration Statement on Form S-18
(No. 2-92295A), filed with the Secu-
rities and Exchange Commission on
July 19, 1984, which is incorporated
by reference to such Form S-18.
10(c) Copy of Construction Management
Agreement filed as Exhibit 10(c) to
Registrant's Registration Statement
on Form S-18 (No. 2-92295A), filed
with the Securities and Exchange
Commission on July 19, 1984, which
is incorporated by reference to such
Form S-18.
10(d) Copy of Offering Supervisory Agree-
ment, filed as Exhibit 10(d) to
Registrant's Registration Statement
on Form S-18 (No. 2-92295A), filed
with the Securities and Exchange
Commission on July 19, 1984, which
is incorporated by reference to such
Form S-18.
10(e) Copy of Form of Escrow Agreement,
filed as Exhibit 10(e) to Regi-
strant's Registration Statement on
Form S-18 (No. 2-92295A), filed with
the Securities and Exchange Commis-
sion on July 19, 1984, which is
incorporated by reference to such
Form S-18.
10(f) Copy of Construction Agreement for
the Commonwealth Chase Apartments,
dated as of July 18, 1985, filed as
Exhibit 10(a) to Registrant's Form
10-K Annual Report for the fiscal
year ended December 31, 1985, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference to such Form
10-K.
-13-
10(g) Copy of Agreement of Purchase and
Sale for the Sunset Apartments,
dated November 7, 1985, filed as
Exhibit 10(b) to the Registrant's
Form 10-K Annual Report for the
fiscal year ended December 31,
1985, filed with the Securities and
Exchange Commission, which is in-
corporated herein by reference to
such Form 10-K.
10(h) Copy of Property Management Agree-
ment for The Chase on Commonwealth
Apartments filed as Exhibit 10(c) to
Registrant's Form 10-K Annual Report
for the fiscal year ended December
31, 1986, filed with the Securities
and Exchange Commission, which is
incorporated herein by reference to
such Form 10-K.
10(i) Copy of Property Management Agree-
ment for the Sunset Apartments filed
as Exhibit 10(d) to Registrant's
Form 10-K Annual Report for the
fiscal year ended December 31, 1986,
filed with the Securities and Ex-
change Commission, which is incor-
porated herein by reference to such
Form 10-K.
10(j) Copy of Regulatory Agreement for
Multi-Family Housing Projects bet-
ween U.S. Department of Housing and
Urban Development and Registrant,
dated April 11, 1986, filed as Ex-
hibit 10(j) to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended December 31, 1987,
filed with the Securities and Ex-
change Commission, which is incor-
porated herein by reference.
-14-
10(k) Copy of Mortgage Loan Documents for
loan by Bass Mortgage Income Fund I,
Limited Partnership dated as of
March 16, 1987, filed as Exhibit
10(k) to the Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1987, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference.
10(l) Copy of Amended and Restated Agree-
ment to Loan Modification, dated as
of January 1, 1992, filed as Exhibit
10(l) to the Registrant's Annual
Report on Form 10-K, for the fiscal
year ended December 31, 1992, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference.
10(m) Copy of Amended and Restated Agree-
ment to Loan Modification, filed as
Exhibit 10(m) to the Registrant's
Annual Report on Form 10-K, for the
fiscal year ended December 31, 1993,
filed with the Securities and Ex-
change Commission, which is incorpo-
rated herein by reference.
10(n) Copy of the Correction to Third
Amended and Restated Agreement to
Loan Modification, filed as Exhibit
10(n) to the Registrant's Annual
Report on Form 10-K, for the fiscal
year ended December 31, 1993, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference.
10(o) Copy of Modification of Deed of
Trust Note, Deed of Trust, and As-
signment of Lessor's Interest in
Lease, filed as Exhibit 10(o) to the
Registrant's Annual Report on Form
10-K, for the fiscal year ended
December 31, 1993, filed with the
Securities and Exchange Commission,
which is incorporated herein by
reference.
-15-
10(p) Copy of Interest Deferral Note,
filed as Exhibit 10(p) to the
Registrant's Annual Report on Form
10-K, for the fiscal year ended
December 31, 1993, filed with the
Securities and Exchange Commission,
which is incorporated herein by
reference.
10(q) Copy of Deed of Trust Note in the
original principal amount of
$3,230,000 in favor of Reilly Mort-
gage Group, Inc., dated November 22,
1995.
10(r) Copy of Deed of Trust in favor of
Reilly Mortgage Group, Inc., dated
November 22, 1995.
10(s) Copy of Regulatory Agreement for
Multi-Family Housing Projects be-
tween U.S. Department of Housing and
Urban Development and Registrant,
dated November 22, 1995.
(c) Reports on Form 8-K. No reports on Form 8-K were filed during the last
quarter of the fiscal year covered by this report.
-16-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned thereunto duly authorized on March 29,
1996.
BASS REAL ESTATE FUND - 84
By: MARION BASS REAL ESTATE GROUP,
INC., as Managing General Partner
By: s/ Marion F. Bass
Marion F. Bass, President
By: MARION F. BASS, as Individual
General Partner
By: s/ Marion F. Bass
Marion F. Bass
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
Signature Title Date
s/ Marion F. Bass Director, President and March 29, 1996
Marion F. Bass Treasurer of Marion Bass
Real Estate Group, Inc.
(Principal Executive
Officer)
s/ Robert J. Brietz Director, Executive Vice March 29, 1996
Robert J. Brietz President and Secretary
of Marion Bass Real
Estate Group, Inc.
(Principal Financial and
Accounting Officer)
APPENDIX A
BASS REAL ESTATE FUND-84
FINANCIAL STATEMENTS AND SCHEDULES
FOR THE YEARS ENDED DECEMBER 31, 1995, 1995 and 1993
C O N T E N T S
Page
FINANCIAL STATEMENTS:
Report of Independent Public Accountants 1
Balance Sheets - December 31, 1995 and 1994 2
Statements of Operations - For the Years ended
December 31, 1995, 1994 and 1993 3
Statements of Changes in Partners' Equity (Deficit)
For the Years ended December 31, 1995, 1994
and 1993 4
Statements of Cash Flows For the Years ended
December 31, 1995, 1994 and 1993 5
Notes to Financial Statements 6-10
FINANCIAL STATEMENT SCHEDULES:
Schedule III-Real Estate and Accumulated Depreciation -
December 31, 1995 11
Report of Independent Public Accountants
To the Partners of
Bass Real Estate Fund-84:
We have audited the accompanying balance sheets of Bass Real Estate Fund-84 (a
North Carolina limited partnership) as of December 31, 1995 and 1994, and the
related statements of operations, changes in partners' deficit and cash flows
for each of the three years in the period ended December 31, 1995. These
financial statements and the schedule referred to below are the responsibility
of the managing general partner (see Note 1). Our responsibility is to express
an opinion on these financial statements and schedule 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 the
managing general partner, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bass Real Estate Fund-84 as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in Appendix A is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not a required part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in our
audits of the basic 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 financial statements taken as a whole.
Charlotte, North Carolina, Arthur Andersen LLP
February 16, 1996.
Bass Real Estate Fund-84
(a limited partnership)
Balance Sheets -- December 31, 1995 and 1994
Assets 1995 1994
Rental properties, at cost:
Land $ 550,298 $ 550,298
Buildings 6,389,824 6,377,464
Furnishings and fixtures 788,552 788,552
------------- -------------
7,728,674 7,716,314
Accumulated depreciation (2,957,333) (2,794,236)
------------- -------------
4,771,341 4,922,078
Cash and cash investments 147,417 115,809
Restricted escrow deposits and funded reserves 439,291 104,697
Deferred costs and other assets, net 154,398 18,666
Total assets ------------ -------------
$5,512,447 $5,161,250
============ =============
Liabilities and Partners' Deficit
Mortgage loans payable:
Payable to bank $5,709,097 $2,510,726
Payable to affiliate 0 2,856,278
Notes payable to affiliates 0 114,929
Accrued liabilities:
Interest payable to affiliate 0 215,549
Other 94,719 34,724
Security deposits 57,046 43,116
Total liabilities ------------- -------------
5,860,862 5,775,322
------------- -------------
Partners' deficit:
Limited partners' interest 0 0
General partners' deficit (348,415) (614,072)
Total partners' deficit ------------- -------------
(348,415) (614,072)
Total liabilities and partners' deficit ------------- -------------
$5,512,447 $5,161,250
============= =============
The accompanying notes to financial statements
are an integral part of these balance sheets.
Bass Real Estate Fund-84
(a limited partnership)
Statements of Operations
For the Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
------- ------ -------
Revenues:
Rental income $1,330,469 $1,237,404 $1,135,210
Interest income 3,496 2,777 3,449
Other operating income 37,565 48,058 42,997
------------- -------------- -------------
1,371,530 1,288,239 1,181,656
------------- -------------- -------------
Operating expenses:
Fees and expenses to affiliates 214,734 204,945 186,076
Property taxes and insurance 99,241 96,099 86,132
Utilities 76,243 72,971 74,561
Repairs and maintenance 151,154 151,522 150,933
Depreciation and amortization 221,370 341,903 363,736
Advertising 36,517 37,922 37,151
Other 18,313 19,790 21,931
------------- -------------- -------------
817,572 925,152 920,520
Interest expense:
Payable to bank 208,859 189,510 191,625
Payable to affiliate 229,681 283,200 335,613
Nonoperating expenses, net 47,150 35,906 15,486
Total expenses ------------- -------------- -------------
1,303,262 1,433,768 1,463,244
------------- -------------- -------------
Income (loss) before extraordinary item 68,268 (145,529) (281,588)
Extraordinary gain on prepayment of mortgage 272,389 0 0
------------- -------------- -------------
Net income (loss) $ 340,657 $ (145,529) $ (281,588)
============= ============== =============
Net income (loss) allocated to general partners $ 266,407 $ (145,529) $ (281,588)
============= ============== =============
Net income allocated to limited partners $ 74,250 $ 0 $ 0
============= ============== =============
Net income per limited partnership unit $ 8.70 $ 0 $ 0
============= ============== =============
The accompanying notes to financial statements
are an integral part of these statements.
Bass Real Estate Fund-84
(a limited partnership)
Statements of Changes in Partners' Deficit
For the Years Ended December 31, 1995, 1994 and 1993
Limited General
Partners Partners Total
Partners' deficit, December 31, 1992 $0 $(186,955) $(186,955)
Net loss 0 (281,588) (281,588)
Partners' deficit, December 31, 1993 ------- ------------- -------------
0 (468,543) (468,543)
Net loss 0 (145,529) (145,529)
Partners' deficit, December 31, 1994 ------- ------------- -------------
0 (614,072) (614,072)
Net income 74,250 266,407 340,657
Cash distribution (74,250) (750) (75,000)
Partners' deficit, December 31, 1995 ------- ------------- -------------
$0 $(348,415) $(348,415)
======= ============= =============
The accompanying notes to financial statements
are an integral part of these statements.
Bass Real Estate Fund-84
(a limited partnership)
Statements of Cash Flows
For the Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
Cash flows from operating activities:
Net income (loss) $ 340,657 $(145,529) $(281,588)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities-
Depreciation and amortization 221,370 341,903 363,736
Gain on prepayment of mortgage loan
payable to affiliate (272,389) 0 0
Gain on disposition of land 0 0 (37,952)
Change in assets and liabilities:
Increase in escrows and other assets, net (326,396) (129) (14,941)
Increase (decrease) in interest payable and other
liabilities (35,411) (46,552) 105,737
Net cash provided by (used in) operating activities ------------- ------------- ------------
(72,169) 149,693 134,992
------------- -------------- -------------
Cash flows from investing activities:
Additions to rental properties (70,071) (85,988) (66,283)
Proceeds from disposition of land 0 0 24,075
Net cash used in investing activities ------------- ------------- ------------
(70,071) (85,988) (42,208)
------------- ------------- ------------
Cash flows from financing activities:
Mortgage principal payments (31,629) (29,351) (27,236)
Mortgage loan proceeds 3,230,000 0 0
Prepayment of mortgage loan payable to affiliate (2,856,278) 0 0
Deferred financing costs and deposits (93,245) 0 0
Distribution to partners (75,000) 0 0
----------------------- ------------- ------------
Net cash provided by (used in) financing activities 173,848 (29,351) (27,236)
------------- -------------- -------------
Net increase in cash and cash investments 31,608 34,354 65,548
Cash and cash investments, beginning of year 115,809 81,455 15,907
Cash and cash investments, end of year ------------- -------------- -------------
$ 147,417 $ 115,809 $ 81,455
============= ============== =============
The accompanying notes to financial statements
are an integral part of these statements.
Bass Real Estate Fund-84
(a limited partnership)
Notes to Financial Statements
December 31, 1995, 1994 and 1993
1. Organization and Related Parties:
Bass Real Estate Fund-84 (the Partnership) was organized to engage in
the acquisition, development, operation, holding and disposition of
income-producing residential and commercial properties. Limited
partnership interests were sold at $500 per investment unit (8,530
units) for a total of $4,265,000.
The General Partners are Marion F. Bass and Marion Bass Real Estate
Group, Inc. (the managing General Partner). Through Marion Bass
Investment Group, Inc., Marion F. Bass is the sole shareholder of each
of the following affiliates of the Partnership:
- Marion Bass Mortgage and Investment Corp. (managing General
Partner of Bass Mortgage Income Fund I (see Note 5)
- Marion Bass Securities Corporation (securities broker and
selling agent for the securities of partnerships sponsored by
Marion F. Bass)
- Marion Bass Real Estate Group, Inc. (general partner of various
real estate limited partnerships, including the Partnership)
- Marion Bass Construction Company (construction services)
- Marion Bass Properties, Inc. (real estate brokerage and
property management for various real estate limited partnerships,
including each of the Partnership's rental properties)
Under the terms of the partnership agreement, net income (loss)
and cash distributions from operations are to be allocated 99% to the
limited partners and 1% to the General Partners. No allocation of net
losses is to be made to the limited partners, however, if such
allocation would result in a limited partner deficit. In 1993 and 1994,
no allocation of financial statement losses was made to the limited
partners. In 1995, net income of the Partnership has been allocated to
the limited partners to the extent of cash distributed to limited partners.
In the event of a sale or liquidation of partnership properties, the
partnership agreement provides for special allocations of resultant gains
or losses.
2. Summary of Significant Accounting Policies:
Cash Investments
For purposes of the statements of cash flows, the Partnership
considers all unrestricted, highly liquid investments purchased with
an original maturity of three months or less to be cash investments.
2
Rental Properties
Rental properties are carried at cost, which includes the initial land
price as well as development costs, capitalized interest and property
taxes for the complex that was constructed. If a property experiences
adverse conditions such that its estimated fair value decreases below
its net book value, the related property is written down to its
estimated net realizable value.
Depreciation
The cost of rental properties is depreciated using the straight-line
method over the following estimated useful lives:
Buildings 24.5 - 30 years
Furnishings and fixtures 8 years
Deferred Costs
Expenses incurred in connection with obtaining permanent financing
have been capitalized and are being amortized over the terms of the
mortgages (35 to 40 years). Amortization of these deferred costs is
included in depreciation and amortization expense on the accompanying
statements of operations.
Income Taxes
Under current income tax laws, income or loss of partnerships is
included in the income tax returns of the partners. Accordingly, no
provision has been made for federal or state income taxes in the
accompanying financial statements.
The tax returns of the Partnership are subject to examination by federal
and state taxing authorities. If such examinations occur and result in
changes with respect to the partnership qualification or in changes to
partnership income or loss, the tax liability of the partners would be
changed accordingly.
Adjustments are required to reflect the Partnership's accounts on the
basis of accounting utilized for federal income tax reporting purposes.
The significant items giving rise to the adjustments are differing lives
and methods of depreciation and costs incurred in connection with
raising of capital (syndication costs).
3
The reconciliations of net loss for the years ended December 31, 1995,
1994 and 1993, respectively, from a financial reporting basis to a
tax basis are as follows:
1995 1994 1993
Net income (loss) - Financial reporting basis $340,657 $(145,529) $(281,588)
Tax depreciation (greater than) less than book
depreciation (129,127) 773 17,212
Other (2,307) (9,155) 7,405
--------- ---------- ----------
Net income (loss) - Tax basis $209,223 $(153,911) $(256,971)
========= ========== ==========
Per Unit Amounts
Net loss per limited partnership unit was determined based on the
average number of units outstanding during each year. The weighted
average number of units outstanding for 1995, 1994 and 1993 was 8,530.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions. These estimates and assumptions affect
the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during
the period reported. Actual results could differ from those
estimates.
New Accounting Pronouncement
In March 1995, the Financial Accounting Standards Board issued Statement
No. 121 (the Statement) on accounting for the impairment of long-lived
assets, certain identifiable intangibles, and goodwill related to
assets to be held and used. The Statement also establishes accounting
standards for long-lived assets and certain identifiable intangibles
to be disposed of. The Company is required to adopt the Statement in
1996. Based on a preliminary review, the Company does not expect the
adoption of the Statement to have a material effect on its financial
position.
3. Rental Properties:
The rental properties consist of two residential apartment complexes:
The Chase on Commonwealth (The Chase) and Willow Glen Apartments (Willow
Glen - formerly Sunset Apartments). Both complexes are managed by
Marion Bass Properties, Inc.
The Chase, constructed by Marion Bass Construction Company for the
Partnership, contains 54 one-bedroom and 78 two-bedroom units. The
land upon which the complex is constructed was purchased for the
Partnership by Marion F. Bass and was sold to the Partnership at his
acquisition cost. Willow Glen, a 120-unit residential apartment
complex, was purchased by the Partnership in April 1986.
4
4. Mortgage Loans Payable:
Mortgage loans payable at December 31, 1995, consist of a $2,479,097
mortgage loan outstanding secured by Willow Glen (maturing in June 2021)
and a $3,230,000 mortgage loan outstanding secured by The Chase
(maturing in December 2030). The mortgage secured by The Chase was
obtained in November 1995 in connection with the prepayment of the
Partnership's mortgage loan payable to an affiliate (see Note 5). The
loans bear interest at 7.5% and 7.6%, respectively, and require
total monthly payments of principal and interest of $40,247. In
addition, the mortgage agreements require the Partnership to fund
certain reserves for capital improvement, insurance and property tax
expenditures.
Each of the Partnership's mortgage loans is insured under the National
Housing Act, as amended. As such, the Partnership's operations are
regulated by the Federal Housing Administration (FHA) of the U.S.
Department of Housing and Urban Development. Under the FHA Regulatory
Agreements entered into under each of the mortgages, the Partnership
is required to comply with certain reporting and operating
requirements, the most significant of which restricts Partnership
distributions to the amount of "surplus cash," as defined. As of
December 31, 1995, "surplus cash" available for distributions amounted
to $112,578.
Future principal payments due on the mortgage loans outstanding at
December 31, 1995, are as follows:
1996 $ 50,433
1997 57,314
1998 61,788
1999 66,607
2000 71,803
Thereafter 5,401,152
============
Cash paid for interest on the Partnership's two mortgage loans
amounted to $469,726, $460,856 and $439,169, in 1995, 1994 and 1993,
respectively.
The Partnership capitalized certain costs in 1995 totaling $77,095
incurred in connection with obtaining the new mortgage loan secured by
The Chase.
5. Payable to Affiliates:
The Partnership's previous mortgage loan secured by The Chase was
payable to Bass Mortgage Income Fund I, Limited Partnership (the Fund),
an affiliate of the Partnership's general partners. In November 1995,
the Partnership negotiated a prepayment of this mortgage loan. At the
date of prepayment, the Partnership was reporting total principal and
accrued interest payable to the Fund of $3,130,700. Under the
terms of the prepayment, the Partnership paid the Fund $2,858,311 as
full satisfaction of all amounts due the Fund. As a result of
this prepayment, the Partnership has recorded an extraordinary gain on
the extinguishment of this debt of $272,389 in 1995.
5
In January 1994, certain terms of the mortgage loan payable to the Fund
had been modified in a troubled-debt restructuring approved by the
Partnership and the Fund. Under the terms of the restructuring, the
interest rate was reduced from 11.75% to 7%, with additional interest of
up to 2.5% due on a quarterly basis to the extent of net cash flow from
operations, as defined. In addition, the Partnership executed a
nonrecourse promissory note in the amount of $113,061, representing
certain interest deferred under the restructuring agreement. The note
accrued interest at 9.5%, with all principal and interest due upon
maturity of the mortgage loan. In addition, certain management fees
payable to Marion Bass Properties, Inc. totaling $1,868 were also
converted to a promissory note subordinated to the mortgage loan.
The January 1994 restructuring was accounted for under the
provisions of Statement of Financial Accounting Standards No. 15,
"Accounting by Debtors and Creditors for Troubled Debt Restructurings",
which required that the Partnership account for the effects of the
restructuring prospectively. Thus, interest expense was computed by
applying a constant effective interest rate to the carrying amount
of the loan and accrued interest outstanding at the date of restructuring.
This effective rate was the discount rate that equated the present
value of all future, noncontingent cash payments with the carrying
amount of the restructured liabilities outstanding.
6. General Partners and Related-party Transactions:
Under the terms of the partnership agreement, the General Partners
or their affiliates charged certain fees and expenses during 1995,
1994 and 1993 as follows:
1995 1994 1993
Management fee of 5% of gross revenues $ 67,589 $ 63,038 $ 58,784
Reimbursed maintenance salaries 62,164 63,688 58,907
Reimbursed property manager salaries 75,351 71,751 66,280
Other miscellaneous reimbursements 9,630 6,468 2,105
--------- -------- ---------
$214,734 $204,945 $186,076
========= ======== =========
As of December 31, 1995 and 1994, fees payable to affiliates totaled
$5,471 and $11,484, respectively, and are included in other accrued
liabilities on the accompanying balance sheets. As discussed in Note 5,
the terms of certain fees payable to Marion Bass Properties were
modified in the troubled-debt restructuring approved in January 1994.
The General Partners and certain of their affiliates also perform,
without cost to the Partnership, day-to-day investment, management
and administrative functions of the Partnership.
Appendix A
Bass Real Estate Fund-84
(a limited partnership)
Schedule III - Real Estate and Accumulated Depreciation
December 31, 1995
Cost Capitalized
Initial Cost to Company Subsequent to
Buildings Acquisition
and Carrying
Description Encumbrances Land Improvements Improvements Costs
The Chase on Commonwealth, residential
apartment complex, Charlotte,
North Carolina
$3,230,000 $353,877 $4,220,355 $35,516 $35,980
Willow Glen (formerly Sunset) Apartments,
residential apartment complex, Monroe,
North Carolina
2,479,097 196,421 3,882,722 53,803 0
Total -------------- -------- ---------- ------- -------
$5,709,097 $550,298 $8,103,077 $89,319 $35,980
============== ======== ========== ======= =======
Gross Amount at Which Carried at Estimated
End of Period (Notes 1, 3 and 4) Useful Lives
Buildings Accumulated Buildings
and Depreciation Date Date and
Description Land Improvements Total (Note 2) Acquired Completed Improvements
The Chase on Commonwealth, residential
apartment complex, Charlotte,
North Carolina
$353,877 $3,241,851 $3,595,728 $(1,573,462) 4/85 7/86 Note 2
Willow Glen (formerly Sunset) Apartments,
residential apartment complex, Monroe,
North Carolina 196,421 3,936,525 4,132,946 (1,383,871) 4/86 - Note 2
Total -------- ---------- ---------- -----------
$550,298 $7,178,376 $7,728,674 $(2,957,333)
======== ========== ========== ===========
Note 1: 1995 1994 1993
Real estate activity is summarized as follows-
Balance at beginning of period $ 7,716,314 $ 7,696,327 $ 7,741,314
Improvements 70,071 85,988 66,283
Disposals (57,711) (66,001) (125,147)
Land adjustment 0 0 13,877
----------- ----------- -----------
Balance at end of period $ 7,728,674 $ 7,716,314 $ 7,696,327
=========== =========== ===========
Accumulated depreciation-
Balance at beginning of period $(2,794,236) $(2,518,529) $(2,280,135)
Depreciation expense (220,808) (341,708) (363,541)
Disposals 57,711 66,001 125,147
----------- ----------- -----------
Balance at end of period $(2,957,333) $(2,794,236) $(2,518,529)
=========== =========== ===========
Note 2:
Depreciation was computed using the following estimated useful lives-
- Buildings 24.5 - 30 years
- Furnishings and fixtures 8 years
Note 3:
Building and improvements include costs of furnishings and fixtures.
Note 4:
Aggregate cost for federal income tax purposes, net of accumulated tax
depreciation, is $4,108,718 at December 31, 1995.
APPENDIX B
EXHIBIT INDEX
The following exhibits are listed in accordance with the number
assigned to each in the exhibit table of Item 601 Regulation S-K. Exhibit
numbers omitted are not applicable.
Sequential
Exhibit No. Exhibit Page No.
4(a) Copy of Limited Partnership Agree-
ment dated as of June 1, 1984, filed
as Exhibit 4(a) to Registrant's
Registration Statement on Form S-18
(No. 2-92295A), filed with the
Securities and Exchange Commission
on July 19, 1984, which is incor-
porated by reference to such Form
S-18.
4(b) Copy of Certificate of Limited Part-
nership dated as of June 1, 1984,
filed as Exhibit 4(b) to Regi-
strant's Registration Statement on
Form S-18 (No. 2-92295A), filed with
the Securities and Exchange Commis-
sion on July 19, 1984, which is
incorporated by reference to such
Form S-18.
4(c) Copy of amendments to Agreement of
Limited Partnership dated as of
March 14, 1986, filed as Exhibit 4
to the Registrant's Form 10-K Annual
Report for the fiscal year ended
December 31, 1985, filed with the
Securities and Exchange Commission,
which is incorporated herein by
reference to such Form 10-K.
4(d) Copy of Amendment to Agreement of 35
Limited Partnership dated as of
November 1, 1995.
10(a) Copy of Property Management Agree-
ment, Exhibit 10(a) to Registrant's
Registration Statement on Form S-18
(No. 2-92295A), filed with the Sec-
urities and Exchange Commission on
July 19, 1984, which is incorporated
by reference to such Form S-18.
10(b) Copy of Acquisition Agreement filed
as Exhibit 10(b) to Registrant's
Registration Statement on Form S-18
(No. 2-92295A), filed with the Secu-
rities and Exchange Commission on
July 19, 1984, which is incorporated
by reference to such Form S-18.
10(c) Copy of Construction Management
Agreement filed as Exhibit 10(c) to
Registrant's Registration Statement
on Form S-18 (No. 2-92295A), filed
with the Securities and Exchange
Commission on July 19, 1984, which
is incorporated by reference to such
Form S-18.
10(d) Copy of Offering Supervisory Agree-
ment, filed as Exhibit 10(d) to
Registrant's Registration Statement
on Form S-18 (No. 2-92295A), filed
with the Securities and Exchange
Commission on July 19, 1984, which
is incorporated by reference to such
Form S-18.
10(e) Copy of Form of Escrow Agreement,
filed as Exhibit 10(e) to Regi-
strant's Registration Statement on
Form S-18 (No. 2-92295A), filed with
the Securities and Exchange Commis-
sion on July 19, 1984, which is
incorporated by reference to such
Form S-18.
10(f) Copy of Construction Agreement for
the Commonwealth Chase Apartments,
dated as of July 18, 1985, filed as
Exhibit 10(a) to Registrant's Form
10-K Annual Report for the fiscal
year ended December 31, 1985, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference to such Form
10-K.
10(g) Copy of Agreement of Purchase and
Sale for the Sunset Apartments,
dated November 7, 1985, filed as
Exhibit 10(b) to the Registrant's
Form 10-K Annual Report for the
fiscal year ended December 31,
1985, filed with the Securities and
Exchange Commission, which is incorporated herein by
reference to such Form 10-K.
10(h) Copy of Property Management Agree-
ment for The Chase on Commonwealth
Apartments filed as Exhibit 10(c) to
Registrant's Form 10-K Annual Report
for the fiscal year ended December
31, 1986, filed with the Securities
and Exchange Commission, which is
incorporated herein by reference to
such Form 10-K.
10(i) Copy of Property Management Agree-
ment for the Sunset Apartments filed
as Exhibit 10(d) to Registrant's
Form 10-K Annual Report for the
fiscal year ended December 31, 1986,
filed with the Securities and Ex-
change Commission, which is incor-
porated herein by reference to such
Form 10-K.
10(j) Copy of Regulatory Agreement for
Multi-Family Housing Projects bet-
ween U.S. Department of Housing and
Urban Development and Registrant,
dated April 11, 1986, filed as Ex-
hibit 10(j) to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended December 31, 1987,
filed with the Securities and Ex-
change Commission, which is incor-
porated herein by reference.
10(k) Copy of Mortgage Loan Documents for
loan by Bass Mortgage Income Fund I,
Limited Partnership dated as of
March 16, 1987, filed as Exhibit
10(k) to the Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1987, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference.
10(l) Copy of Amended and Restated Agree-
ment to Loan Modification, dated as
of January 1, 1992, filed as Exhibit
10(l) to the Registrant's Annual
Report on Form 10-K, for the fiscal
year ended December 31, 1992, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference.
10(m) Copy of Amended and Restated Agree-
ment to Loan Modification, filed as
Exhibit 10(m) to the Registrant's
Annual Report on Form 10-K, for the
fiscal year ended December 31, 1993,
filed with the Securities and Ex-
change Commission, which is incorpo-
rated herein by reference.
10(n) Copy of the Correction to Third
Amended and Restated Agreement to
Loan Modification, filed as Exhibit
10(n) to the Registrant's Annual
Report on Form 10-K, for the fiscal
year ended December 31, 1993, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference.
10(o) Copy of Modification of Deed of
Trust Note, Deed of Trust, and As-
signment of Lessor's Interest in
Lease, filed as Exhibit 10(o) to the
Registrant's Annual Report on Form
10-K, for the fiscal year ended
December 31, 1993, filed with the
Securities and Exchange Commission,
which is incorporated herein by
reference.
10(p) Copy of Interest Deferral Note,
filed as Exhibit 10(p) to the
Registrant's Annual Report on Form
10-K, for the fiscal year ended
December 31, 1993, filed with the
Securities and Exchange Commission,
which is incorporated herein by
reference.
10(q) Copy of Deed of Trust Note in the 38
original principal amount of
$3,230,000 in favor of Reilly Mort-
gage Group, Inc., dated November 22,
1995.
10(r) Copy of Deed of Trust in favor of 44
Reilly Mortgage Group, Inc., dated
November 22, 1995.
10(s) Copy of Regulatory Agreement for 56
Multi-Family Housing Projects be-
tween U.S. Department of Housing and
Urban Development and Registrant,
dated November 22, 1995.