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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Year Ended December 31, 1999 Commission File Number 0-17717
FOUNDATION REALTY FUND, LTD.
(Exact name of Registrant as specified in its charter)
Florida 59-2802896
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
880 Carillon Parkway, St. Petersburg, Florida 33716
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code - (813) 573-3800
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference by Part III of this Form 10-K or any
amendment to this Form 10-K.
XX
Indicate by check mark whether the Registrant (1) has filed all reports
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or 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
Number of share outstanding of each of Registrant's classes of securites.
Title of Each Class Number of Units
December 31, 1999
Units of Limited Partnership 9,407
Interest: $1,000 per unit
DOCUMENT INCORPORATION BY REFERENCE
Part IV - Registration Statement S-11, File No. 33-13849
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
PART I
Item 1. Business
General Development of Business -
The Registrant is a Florida Limited Partnership ("Partnership") whose
General Partners are RJ Properties, Inc. ("RJP"), a majority-owned
subsidiary of Raymond James Financial, Inc., and J. Robert Love, an
individual (collectively, the "General Partners"). The Partnership was
formed under the laws of Florida and commenced operations
on January 12, 1988.
Financial Information about Industry Segments -
The Registrant is engaged in only one industry segment, the acquisition,
management and disposition of apartment properties.
Narrative Description of Business -
The Partnership's business is to acquire, manage, and eventually sell
apartment properties which offer the potential for providing periodic,
cash distributions to Limited Partners, capital appreciation, and
preservation and protection of the Limited Partners' Capital Contributions.
The Registrant has no direct employees. The General Partners have full
and exclusive discretion in management and control of the Partnership.
Item 2. Properties
As of December 31, 1999, the Partnership owned the properties listed below:
Purchase Current
Property Name and Location Date Cost
Oakwood Village Apartments
Atlanta, Georgia 1/22/88 $ 9,389,685
Springfield Apartments
Durham, North Carolina 9/22/88 $13,095,237
A summary of the apartment properties is as follows:
December 31, December 31,
1999 1998
Land $ 3,141,510 $ 3,141,510
Buildings 17,298,118 17,298,118
Furniture & Fixtures 2,045,294 1,942,312
Apartment Properties, at Cost 22,484,922 22,381,940
Less: Accumulated Depreciation (7,416,918) (6,855,016)
$15,068,004 $15,526,924
Item 3. Legal Proceedings
The Registrant is not a party to material pending legal proceedings.
Item 4. Submission of Matters to Vote of Security Holders
No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise during 1999.
PART II
Item 5. Market for the Registrant's Securities and Related Security
Holder Matters
(A) The Registrant's Limited Partnership interests are not publicly
traded. There is no market for the Registrant's Limited Partnership
interests and it is unlikely that any will develop.
(B) Approximate Number of Equity Security Holders:
Number of Record Holders
Title of Class as of December 31, 1999
Units of Limited Partnership Interest 731
General Partner Interest 2
Item 6. Selected Financial Data
1999 1998 1997 1996 1995
Total Revenues $ 3,753,624 $ 3,681,292 $ 3,653,810 $ 3,541,450 $ 3,485,761
Net Income (Loss) 153,404 194,764 (296,253) (150,117) (179,145)
Total Assets 16,442,093 16,826,009 17,257,323 17,530,937 17,963,566
Notes Payable 17,561,620 17,736,343 17,898,206 17,196,565 16,700,035
Distributions to
Limited Partners
Per Partnership
Unit** $ 37.50 $ 51.25 $67.50 $ 79.37 $ 76.87
Income (Loss) Per $1,000
Limited Partners
Unit Outstanding $ 15.49 $ 19.67 $ (29.92) $ (15.16) $ (18.09)
Occupancy % 93.8% 93.1% 94.7% 94.9% 95.4%
Revenue per
Sq. Ft. $ 9.03 $ 8.85 $ 8.78 $ 8.51 $ 8.37
** For an investor admitted in January, 1988. None of the distribution
to Limited Partners represents a return of capital.
The above selected financial data should be read in conjunction with the
financial statements related notes appearing elsewhere in this report.
This statement is not covered by the auditor's opinion included elsewhere
in this report.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Rental income for the twelve months ended December 31, 1999 was $3,621,098
as compared to $3,545,122 and $3,524,105 for the comparable periods ended
December 31, 1998 and December 31, 1997, respectively. Income from
property operations for the twelve months ended December 31, 1999 was
$1,526,936 as compared to $1,578,145 and $1,441,200 for the comparable
periods ended December 31, 1998 and December 31, 1997. The $51,209 decrease in
income from property operations in 1999 was a result of increases in operating
expenses at the Springfield Apartments. Maintenance and commission payroll
increased by $32,000 and capital and recurring replacements items increased
by $25,000 and $16,000 respectively. The expense increases were offset by the
implementation of several rental rate increases over the past year.
Other expenses increased $18,471 or 14.7%. This increase is primarily
attributed to increases of $5,000 and $4,000 in advertising expenditures at
the Springfield apartments and Oakwood Village apartments respectively
and increases of $2,000 each at the two apartment communities for
administrative expenses.
Interest expense decreased from $1,578,445 for the twelve months ended
December 31, 1997 to $1,367,180 for the twelve months ended December 31,
1998. This decrease in interest expense is a result of a refinancing of
the original debt to loans with a lower interest rate and a replacement
of the Oakwood Village First Purchase Money Mortgage with a traditional
amortizing loan. In addition, a prepayment penalty of $176,500 was in-
curred in 1997 with the replacement of the Springfield Purchase Money First
Mortgage. The change in interest expense from 1998 to 1999 is insignificant.
Net income for the twelve months ended December 31, 1999 was $145,734 or
$15.50 per Limited Partnership Unit outstanding as compared to net income of
$185,026 or $19.67 per Limited Partnership Unit for the comparable period
ended December 31, 1998. The primary source of funds in 2000 will accum-
ulate from rental operations and investment earnings.
Cash distributions of $352,763, $482,109 and $634,973 a were paid to limited
partners and cash distributions of $-0-, $-0-, and $29,706 were paid
to the general partners in 1999, 1998, and 1997 respectively. The dis-
tributions of cash flow from operations was lower in 1998 compared to 1997
primarily as a result of the higher debt service which occured as a result
of refinancing the partnership's original debt in late 1997. The distribution
of cash flow to limited partners was $129,346 lower in 1999 compared to 1998.
The lower 1999 distribution is a result of the partnership setting aside
$107,875 of operating funds for planned capital expenditures in 2000.
Year 2000 Disclosure
The partnership's operations were not affected negatively by the advent of
the year 2000. The partnership spent between five and seven thousand dollars
towards Y2K preparations and these amounts were expensed due to immateriality.
Other Disclosure
At the inception of the partnership, Foundation Realty Fund, Ltd. entered
into a property management agreement with RJ Properties, Inc., a general
partner, for management of the apartment properties. On March 31, 1998, a
subsidiary and certain assets of RJ Properties, Inc. were sold to SHLP
Realty Corp. and the existing employees of RJ Properties, Inc. and its affil-
iate transferred to the buyer. To avoid loss of continuity, RJ Properties,
Inc. entered into a submanagement agreement with SHLP Realty Corp. for
management of the partnership's properties. This new agreement in no way
changes the management fee expense nor the personnel assigned to the
day-to-day opertations of the properties. This submanagement agreement
installs SHLP Realty Corp. as the named management entity for the
Partnership's properties and J. Robert Love remains President of
RJ Properties, Inc. as well as individual General Partner.
Liquidity and Capital Resources
In management's opinion, working capital reserves and liquidity are
sufficient to meet the short-term operating need of the Partnership.
Cash provided by operating activities increased by $104,685 from 1997 to
1998. The increase is primarily attributed to a $526,963 increase in net
income before depreciation offset by a $442,001 decrease in deferred
interest on the refinanced Oakwood Village purchase money first mortgage.
Cash provided by operating activites decreased by $60,504 from 1998 to
1999. This decrease resulted from a $41,360 lower net income in 1999
compared to 1998 and a decrease in the change of net payable items
including trade payables, unearned rents and security deposits of $27,728.
Cash used by investing activities totaled $82,845 for 1998 as compared
to $89,194 for 1997. The decrease of $6,349 is primarily attributed to
the decline in the number of carpet replacements at both apartment
communities. Cash used by investing activities totaled $102,982 in 1999.
The $20,137 increase in 1999 is attributed to the purchase and capitalization
of exercise equipment and masonary work at the Oakwood Village Apartments and
concrete and landscaping improvements at the Springfield Apartments.
Cash used by financing activities totaled $643,971 for 1998 as compared to
$695,918 for 1997. The decrease is attributable to a $182,570 decrease in
partner distributions offset by the costs and related proceeds and payment
of the new partnership debt. Cash used by financing activities totaled
$527,486 for 1999 as compared to $643,971 for 1998. This decline was
primarily caused by a reduction of $129,346 in partnership distributions
from 1998 to 1999 and secondarily by the increased paydown of partnership
debt principal as required in the 1997 loan agreements.
Item 8. Financial Statements and Supplementary Data
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
INDEX TO FINANCIAL STATEMENTS
Part I - Financial Information
Page No.
Independent Auditor's Report 7
Balance Sheets as of December 31, 1999
and December 31, 1998 8
Statements of Operations -
For the Years Ended December 31, 1999,
1998 and 1997 9
Statements of Partners' Equity -
For the Years Ended December 31, 1999,
1998 and 1997 10
Statements of Cash Flows -
For the Years Ended December 31, 1999
1998 and 1997 11
Notes to Financial Statements 12-15
All other schedules have been omitted as not required, not applicable,
or the information required to be shown therein is included in the
financial statements and related notes.
To the Partners of Foundation Realty Fund, Ltd.
We have audited the accompanying balance sheets of Foundation Realty Fund
Ltd. (a Florida Limited Partnership) as of December 31, 1999 and 1998, and
the related statements of operations, partners' equity (deficit) and cash
flows for each of the three years in the period ended December 31, 1999.
These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion of these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These 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 also 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.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Foundation Realty Fund,
Ltd. as of December 31, 1999 and 1998 and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1999 in conformity with generally accepted accounting principles.
SPENCE,MARSTON,BUNCH,MORRIS & CO.
Certified Public Accountants
Clearwater, Florida
February 21, 2000
(A Florida Limited Partnership)
BALANCE SHEETS
December 31, 1999 December 31, 1998
ASSETS
Apartment Properties, at Cost $22,484,922 $22,381,940
Less - Accumulated Depreciation (7,416,918) (6,855,016)
15,068,004 15,526,924
Cash and Cash Equivalents 1,168,611 1,057,375
Prepaid Expenses 8,096 2,774
Deferred Loan Cost (Net of Accumulated
Amortization of $93,497 and $51,943) 197,382 238,936
TOTAL ASSETS $16,442,093 $16,826,009
LIABILITIES AND PARTNERS' (DEFICIT)
Liabilities:
Notes Payable $17,561,620 $17,736,343
Accounts Payable 39,771 41,444
Security Deposits 96,419 87,647
Unearned Rent 36,722 53,655
TOTAL LIABILITIES 17,734,532 17,919,089
Partners' (Deficit):
Limited Partners' (Deficit) (9,407 units)
outstanding at December 31, 1999 and
December 31, 1998 (1,037,598) (830,569)
General Partners' (Deficit) (254,841) (262,511)
TOTAL PARTNERS'(DEFICIT) (1,292,439) (1,093,080)
TOTAL LIABILITIES AND PARTNERS'
(DEFICIT) $16,422,093 $16,826,009
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31
1999 1998 1997
Property Operations:
Rental Income $3,621,098 $3,545,122 $3,524,105
Miscellaneous 97,542 98,288 87,747
3,718,640 3,643,410 3,611,852
Expenses:
Depreciation & Amortization 603,456 591,775 555,829
Payroll 377,519 342,704 347,319
Real Estate Taxes 281,345 280,369 293,574
Utilities 199,563 209,073 216,738
Repairs & Maintenance 362,768 295,625 367,929
Property Management -
General Partner 184,729 182,858 179,576
Landscaping 80,610 79,118 85,865
Other 143,268 125,297 134,211
General and Administrative -
Affiliate 1,090 950 2,304
Other General and
Administrative 11,552 11,579 11,773
2,245,900 2,119,348 2,195,118
Income from Property
Operations 1,472,740 1,524,062 1,416,734
Interest Income 34,984 37,882 41,958
1,507,724 1,561,944 1,458,692
Other Expenses:
Interest 1,354,320 1,367,180 1,578,445
Net Income (Loss) before
Extraordinary Items 153,404 194,764 (119,753)
Early Extinguishment of Debt -0- -0- (176,500)
Net Income (Loss) $ 153,404 194,764 $ (296,253)
Allocation of Net Income (Loss) -
Limited Partners $ 145,734 185,026 $ (281,440)
General Partners 7,670 9,738 (14,813)
$ 153,404 194,764 $ (296,253)
Net Income (Loss) Per Limited
Partnership Unit $ 15.50 19.67 $ (29.92)
Number of Limited
Partnership Units 9,407 9,407 9,407
The accompanying notes are an integral part of these financial statements.
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
Limited General Total
Partners' Partners' Partners'
Equity Equity Equity
(Deficit) (Deficit) (Deficit)
Balance, December 31, 1996 $ 382,927 $(227,730) $ 155,197
Distribution to Partners (634,973) (29,706) (664,679)
Net Loss (281,440) (14,813) (296,253)
Balance, December 31, 1997 (533,486) (272,249) (805,735)
Distribution to Partners (482,109) -0- (482,109)
Net Income 185,026 9,738 194,764
Balance, December 31, 1998 (830,569) (262,511) (1,093,080)
Distribution to Partners (352,763) -0- (352,763)
Net Income 145,734 7,670 153,404
Balance, December 31, 1999 $(1,037,598) $ (254,841) $(1,292,439)
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
1999 1998 1997
Net Cash Provided by
Operating Activities:
Net Income (Loss) $ 153,404 $ 194,764 $ (296,253)
Adjustments to Reconcile
Net Income (Loss) to Net Cash
Provided by Operating
Activities:
Depreciation & Amortization 603,456 591,775 555,829
Deferred Interest on
Notes Payable -0- -0- 442,001
Changes in Operating
Assets and Liabilities:
(Increase) Decrease
in Prepaid Expense (5,322) (2,225) 10,269
Increase (Decrease)
in Accounts Payable (1,673) (7,670) 19,573
Increase (Decrease)
in Unearned Rents (16,933) 27,518 (29,700)
Increase (Decrease)
in Security Deposits 8,772 (1,954) (4,196)
Net Cash Provided
by Operating Activities 741,704 802,208 697,523
Net Cash Flows from Investing
Activities:
Improvements to Apartment
Properties (102,982) (82,845) (89,194)
Net Cash Used in Investing
Activities (102,982) (82,845) (89,194)
Net Cash Flows from Financing
Activities:
Cost to Obtain New Loan -0- -0- (290,879)
Distributions to Partners (352,763) (482,109) (664,679)
Proceeds from Notes Payable -0- -0- 17,924,000
Payments of Notes Payable (174,723) (161,862) ( 17,664,360)
Net Cash Used by Financing
Activities (527,486) (643,971) (695,918)
Increase (Decrease) in Cash 111,236 75,392 (87,589)
Cash at Beginning of Year 1,057,375 981,983 1,069,572
Cash at End of Year $ 1,168,611 $ 1,057,375 $ 981,983
Supplemental Cash Flow Information:
Interest Paid $ 1,354,320 $ 1,367,180 $ 1,136,044
Deferred Interest Paid $ -0- $ -0- $ 3,895,048
Supplemental Disclosure of Non-Cash
Financing Activities:
Deferred Interest on Mortgage
Note Payable $ -0- $ -0- $ 442,001
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE 1 - ORGANIZATION:
Foundation Realty Fund, Ltd. (the "Partnership"), a Florida Limited
Partnership, was formed April 14, 1987 under the laws of Florida.
Operations commenced on January 12, 1988. The Partnership operates two
apartment properties. The Partnership will terminate on December 31, 2020,
or sooner, in accordance with the terms of the Limited Partnership
Agreement. The partnership has received Limited and General Partner
capital contributions of $9,407,000 and $1,000 respectively. J. Robert
Love, an individual, and RJ Properties, Inc., a wholly owned subsidiary
of Raymond James Financial, Inc. are the General Partners and manage
and control the business of the Partnership.
Operating profits and losses are allocated 95% to the limited partners and
5% to the general partners. Cash from operations will be shared 95% by the
limited partners and 5% by the general partners; however, distributions
to the general partners are subordinated to certain preferred returns
to the limited partners. Profit and loss and cash distributions from sales
of properties will be allocated as formulated in the Limited Partnership
Agreement.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The Partnership utilizes the accrual basis of accounting whereby revenues
are recognized when earned and expenses are recognized as obligations
are incurred.
Cash and Cash Equivalents
It is the Partnership's policy to include short-term investments with an
original maturity of three months or less in cash and cash equivalents.
These short-term investments are comprised of money market funds and
repurchase agreements.
Restricted Cash
Cash and cash equivalents include $392,480 at December 31, 1999 and
$328,132 at December 31, 1998 of cash held in escrow for the payment of
real estate taxes and capital replacement items. Cash and cash equivalents
also include $96,419 at December 31, 1999 and $87,647 at December 31, 1998
of tenant security deposits held in escrow account.
Income Taxes
No provision for income taxes has been made in these financial statements,
as income taxes are a liability of the partners rather than of the
Partnership.
Concentrations of Credit Risk
Financial instruments which potentially subject the partnership to
concentrations of credit risk consist principally of cash investments
in high credit quality financial institutions.
Depreciation
The apartment buildings are being depreciated over 35 years using the
straight-line method. Furniture and fixtures are being depreciated over
eight years using the straight-line method.
Reclassifications
Certain accounts in the prior year financial statements have been
reclassed for comparison purposes to conform with the presentation
in the current year financial statements.
Risks and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates that
affect certain reported amounts and disclosures. These estimates are
based on management's knowledge and experience. Accordingly, actual
results could differ from these estimates.
NOTE 3 COMPENSATION, REIMBURSEMENTS, AND ACCRUALS TO THE GENERAL
PARTNERS AND AFFILIATES:
The General Partners and affiliates are entitled to the following types
of compensation and reimbursement for costs and expenses incurred for
the Partnership for the years ended December 31:
1999 1998 1997
Property Management Fees $184,729 $ 182,858 $ 179,576
General and Administrative Costs 1,090 950 2,304
NOTE 4 - LEASES AND APARTMENT PROPERTIES:
The Partnership owns apartment complexes leased to residents under
short-term operating leases. A summary of the apartment properties
is as follows:
December 31, 1999 December 31, 1998
Land $ 3,141,510 $ 3,141,510
Buildings 17,298,118 17,298,118
Furniture & Fixtures 2,045,294 1,942,312
Apartment Properties at Cost 22,484,922 22,381,940
Less: Accumulated Depreciation (7,416,918) (6,855,016)
$15,068,004 $15,526,924
NOTE 5 - TAXABLE INCOME:
The Partnership's taxable income differs from financial income primarily
due to depreciation which is recorded under the Modified Accelerated
Cost Recovery System (MACRS) and the presentation of prepaid rents.
The following is a reconciliation between net income (loss) as reported
and partnership income (loss) for tax purposes:
1999 1998 1997
Net income(loss) per financial statements $ 153,404 $194,764 ($296,253)
Tax depreciation in excess of or
(less than) financial depreciation (140,947) (139,706) (137,773)
Prepaid rents added to taxable income (8,725) 53,655 0
Partnership income(loss) for tax purposes $ 3,732 $108,713 ($434,026)
NOTE 6 - NOTES PAYABLE:
The notes payable at December 31, 1999 and 1998 consist of the following:
1999 1998
Oakwood Village
The first mortgage note, which has an interest
rate of 7.67%, is payable in monthly
installments including principal and interest of
$52,777 through December 2004. There is a balloon
payment of $6,825,260 due on this loan of the
remaining principal and any unpaid interest in
December 2004.
$7,273,905 $7,346,274
Springfield
The first mortgage note, which has an interest
rate of 7.67%, is payable in monthly installments
including principal and interest of $74,644 through
December 2004. A prepayment penalty of $176,500 was
incurred due to the early loan payoff. There is a
balloon payment of $9,653,184 due on this loan of
the remaining principal and any unpaid interest in
December 2004.
10,287,715 10,390,069
$17,561,620 $17,736,343
The aggregate amount of principal payments due
in the years after December 31, 1999 are:
2000 181,865
2001 202,298
2002 218,372
2003 235,722
2004 254,452
Thereafter 16,468,911
$17,561,620
NOTE 7 - EXTRAORDINARY ITEM:
In October 1997, the Springfield purchase money first mortgage was
refinanced. A prepayment penalty of $176,500 was incurred because of
the early payoff.
NOTE 8 - SUBSEQUENT EVENT:
On February 15, 2000, the Partnership paid distributions of $105,829 to
the Limited Partners.
NOTE 9 - COMMITMENT AND CONTINGENCIES:
Upon sale of the Partnership's properties, the General Partners are to
receive their undistributed 5% of cash from operations as a priority
distribution of the sale proceeds. Cumulative undistributed General Partner
distributions totaled $239,869 at December 31, 1999.
Item 9. Disagreements on Accounting and Financial Disclosures
Not applicable.
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no directors or officers.
Item 11. Executive Compensation
The Partnership has no directors or officers.
Item 12. Security Ownership of Certain Beneficial Owners & Management
The Registrant is a Limited Partnership and therefore does not
have voting shares of stock. To the knowledge of the Partnership,
no person owns a record or beneficially, more than 5% of the
Partnership's outstanding units.
Item 13. Certain Relationships and Related Transactions
The General Partners and affiliates are entitled to the following
types of compensation and reimbursements for costs and expenses:
Total Incurred by the Partnership
for the period ended December 31,
1999 1998 1997
Property management fees are paid to
the General Partners for services
performed in connection with, among
other things, the day to day
management to the Limited Partnership's
properties. As compensation for
management services they perform, the
General Partners are paid a monthly fee
equal to 5% of the monthly gross receipts
from residential property. These fees are
included in the Statement of Operations. $184,729 $182,858 $179,576
Affiliates of the General Partners are
reimbursed for general and administrative
expenses of the partnership on an
accountable basis. This expense is included
in the Statement of Operations. Direct
costs are paid by the Partnership. 1,090 950 2,304
The General Partners receive 5% of cash
from operations subject to certain
subordination agreements. In addition,
the General Partners are allocated 5%
of all tax items. -0- -0- 29,706
PART 4
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
A. 1. Financial Statements - see accompanying index to financial
statements, Item 8.
2. Financial Statements Schedules - see accompanying index
to financial statements, Item 8.
3. Exhibit Index -
Table Number Page
1.1 Form of Soliciting Dealer Agreement *
1.2 Form of Escrow Agreement between Foundation Realty Fund, Ltd.
and Southeast Bank, NA *
2 Plan of acquisition, organization, arrangement, liquidation
or succession **
3.1 The form of Partnership Agreement of the Partnership *
3.2 Articles of Incorporation of RJ Properties, Inc. *
3.2.1 By-laws of RJ Properties, Inc. *
3.3 Certificate of Limited Partnership of Foundation Realty Fund,Ltd. *
4 Instruments defining the rights of security holders
including debentures **
5.1 Summary of appraisal of Oakwood Village Apartments **
8.1 Tax opinion and consent of Schifino, Fleischer & Neal, P.A. *
9 Voting Trust Agreement **
10.1 Oakwood Village Apartments Real Estate Acquisition Contract
and Exhibits thereto *
11 Computation of per share earnings **
12 Computation of ratios **
13 Annual report to security holders **
18 Letter re: change in accounting principles **
19 Previously unfiled documents **
22 Subsidiaries of the Registrant **
23 Published report regarding matters submitted to vote of
security holders **
24 Consents of experts and counsel
24.1 The consent of Spence, Marston & Bunch *
24.2 The consent of Charles Smallwood, CPA *
24.3 The consent of Schifino, Fleischer & Neal, PA to all references
made to them in the Prospectus included as part of the
Registration Statement of Foundation Realty Fund, Ltd., and
all amendments thereto, is included in their opinions
filed as Exhibit 8.1 to the Registration Statement *
25 Power of Attorney **
28.1 Table 6 (Acquisition of Properties by Program) of Appendix
2 to Industry Guide 5, Preparation of Registration
Statements Relating to Interests in Real Estate Limited
Partnerships *
29 Information from reports furnished to state insurance
regulatory authorities **
* Included with Form S-11, Registration No. 33-13849, previously
filed with the Securities and Exchange Commission.
** Exhibits were omitted as not required, not applicable or the
information required to be shown therein is included elsewhere
in this report.
B. Reports filed on Form 8-K - None
C. Exhibits filed with this Report - None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
(Registrant)
By: RJ PROPERTIES, INC.
a General Partner
Date: March 22, 2000 By: J.Robert Love President
(Signature)
Date: March 22, 2000 By: Alan G. Lee Secretary
(Signature)
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned duly authorized.
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
(Registrant)
By: RJ PROPERTIES, INC.
a General Partner
Date: March 22, 2000 By: J. Robert Love President
(Signature)
Date: March 22, 2000 By: Alan G. Lee Secretary
(Signature)