UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
{ X } ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2002
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-16698
Brown-Benchmark Properties Limited Partnership
(Exact Name of Registrant as Specified in its Charter)
Delaware 31-1209608
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
225 East Redwood Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None
Securities registered pursuant to section 12(g) of the Act:
Assignee Units of Limited Partnership Interests
(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 Exchange 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_____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K(ss. 229.405 of this chapter) 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 in Part III of this
Form 10-K or any amendment to this Form 10-K.[X ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes No X
As of December 31, 2002, there were 499,600 Units of Assignee Limited
Partnership Interests held by non-affiliates of the Registrant. Because there is
not an established public trading market for the Units, the aggregate market
value of the Units held by non-affiliates of the Registrant cannot be
calculated.
Documents Incorporated by Reference
The Annual Report for 2002 is incorporated by reference.
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
INDEX
Page (s)
Part I
Item 1. Business 3
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote
of Security Holders 4
Part II
Item 5. Market for Registrant's Common Equity
and Related Partner Matters 5
Item 6. Selected Financial Data 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-8
Item 7a. Quantitative and Qualitative Disclosures About Market Risk 8
Item 8. Financial Statements and Supplementary Data 8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8
Part III
Item 10. Directors and Executive Officers of the Registrant 9-10
Item 11. Executive Compensation 10
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Partner Matters 11
Item 13. Certain Relationships and Related Transactions 11
Item 14. Controls and Procedures 12
Part IV
Item 15. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 12-24
Signatures 25
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
PART I
Item 1. Business
Brown-Benchmark Properties Limited Partnership (the "Partnership") is a
Delaware limited partnership formed on June 1, 1987. The Partnership was formed
to develop and operate three residential multifamily communities ("Properties")
in Ohio. See Item 2, Properties, herein. The offering proceeds raised from the
sale of the Assignee Units (the "Units") and moderate leverage enabled the
Partnership to acquire the land and develop the three Properties. Construction
was completed at all three Properties by September of 1989.
The Partnership's objectives are to (i) preserve and protect
Unitholders' capital; (ii) obtain capital appreciation through increases in the
value of the Properties; and (iii) provide quarterly cash distributions to
Unitholders from income generated by the Properties' rental income.
The General Partners of the Partnership are Brown-Benchmark AGP, Inc.,
a Maryland corporation (the "Administrative General Partner"), and Benchmark
Equities, Inc., an Ohio corporation (the "Development General Partner"). On
March 4, 2002, the Partnership filed a preliminary Schedule 14A Proxy Statement
pursuant to Section 14(a) of the Securities Exchange Act of 1934 soliciting the
Unitholders' approval of the assignment of the entire General Partnership
interest of the Development General Partner to AIMCO/NHP Properties, Inc. or one
of its affiliates. NHP is a wholly owned subsidiary of AIMCO Properties, L.P., a
Delaware limited partnership, and the assignee of the existing Management
Agreements on each of the Partnership's three apartment communities (see below).
AIMCO Properties L.P. is the operating partnership of Apartment Investment and
Management Company, a Maryland corporation which is a publicly traded real
estate investment trust. Despite the solicitation and consent of the
Unitholders' to this assignment, the General Partner interest of the Development
Partner, was not transferred to AIMCO/NHP and is still retained by Benchmark
Equities, Inc..
Pursuant to the Registration Statement, a minimum of 320,000 Units and
a maximum of 500,000 Units were registered under the Securities and Exchange Act
of 1933, as amended. On February 19, 1988, the minimum offering of $8,000,000
was subscribed and investors holding 320,000 Units were recognized on the books
of the Partnership, and on March 23, 1988, the Partnership completed the maximum
offering of $12,500,000 with the recognition on the books of the Partnership of
investors purchasing the remaining 180,000 Units.
Each of the Partnership's three Properties was constructed by an
affiliate of the Development General Partner under the terms of a guaranteed
fixed-price development agreement. The Partnership's investment in real estate
at December 31, 2002 was $25,495,792 before depreciation charges, of which
approximately 52% was funded by long-term loans.
The Partnership's residential apartment communities face competition
from similar properties in their locations. The competition is based on the
proximity of the Properties to area employers and commercial and retail
facilities. In addition, consideration has been given to the comparability of
quality, amenities, rental rates and unit sizes. Additionally, the residential
apartment communities are competing with home buying as low mortgage interest
rates have caused a significant jump in home buying by prospective and existing
tenants. The Partnership's annual report discusses operations and current
leasing information at the properties and is incorporated by reference in Item
15. Exhibits, Financial Statement Schedules and Reports on Form 8-K, herein.
Pursuant to the terms of a Property Management Agreement with the
Partnership, each of the Properties is managed by NHP Management Company, the
Property Manager. The Property Management Agreements are renewable on a
year-to-year basis and may be terminated by the Partnership upon 30 days notice
without cause. The Property Manager receives a Property Management Fee of 4.5%
of gross monthly operating revenues of each Property. See Note 5. "Related Party
Transactions," in Item 8. Financial Statements and Supplementary Data, herein.
Under the terms of the Property Management Agreements, the Property Manager is
responsible for performing, or paying others to perform on its behalf, all
leasing-related and other property management services for the Properties. The
management and administration of the Partnership is performed by the General
Partners or an affiliate thereof.
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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 2. Properties
The Partnership owns land and improvements as described below:
Gross Investment 2002
Name, Location In Property Rental Income
- -------------- ----------- -------------
Woodhills $ 7,886,669 $ 1,210,504
West Carrollton,
Montgomery County,
Ohio
Approximately 15 acres as a 186-unit multifamily community, consisting of 12
one-story villas, 54 two-story town-houses, 5 three-story garden-style buildings
containing 120 units, a swimming pool, volleyball court, and a clubhouse.
Oakbrook $ 7,848,925 $ 1,242,714
Reynoldsburg,
Franklin County,
Ohio
Approximately 22 acres as a 181-unit multifamily community, consisting of 20
one-story villas, 81 two-story townhouses, 5 two-story garden-style buildings
containing 80 units, a swimming pool, volleyball court and a clubhouse.
Deerfield $ 9,760,198 $ 1,598,116
Union Township
(Greater Cincinnati area)
Clermont County,
Ohio
Approximately 19 acres as a 223-unit multifamily community, consisting of 32
one- and two-story apartment buildings, a swimming pool, volleyball court and a
clubhouse.
For additional information on the Properties, reference is made to Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, herein.
Item 3. Legal Proceedings
The Partnership is not subject to any material pending legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to the security holders for a vote
during the last quarter of the fiscal year covered by this report.
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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
PART II
Item 5. Market for Registrant's Common Equity and Related Partner Matters
An established public trading market for the Units does not exist and
the Partnership does not anticipate that a public market will develop. Transfer
of Units by an investor and purchase of Units by the Partnership may be
accommodated under certain terms and conditions. The Partnership Agreement
imposes certain limitations on the transfer of Units and may restrict, delay or
prohibit a transfer primarily if:
o the transfer of Units would result in 50% or more of all Units
having been transferred by assignment or otherwise within a
12-month period;
o such a transfer would be a violation of any federal or state
securities laws that may cause the Partnership to be classified
other than as a partnership for federal income tax purposes;
o such transfers would cause the Partnership to be treated as a
"publicly traded partnership" under Sections 7704 and 469(k) of
the Internal Revenue Code; and
o the transfer of Units would cause a technical termination of the
Partnership within meaning of Section 708(b)(1)(A) of the Internal
Revenue Code.
As of December 31, 2002, there were 464 holders of 500,000 Units of the
registrant. See Item 12, Security Ownership of Certain Beneficial Owners and
Management, herein.
Annual distributions of cash to the investors were $669,396, $765,368,
$765,368, $765,368 and $765,352 for the years ended December 31, 2002, 2001,
2000, 1999 and 1998, respectively, of which 98% was allocated to Unitholders and
2% to the General Partners. See Item 8, Financial Statements and Supplementary
Data, herein.
Item 6. Selected Financial Data
The following selected financial data should be read in conjunction
with the financial statements and accompanying notes in Item 8, Financial
Statements and Supplementary Data, herein.
2002 2001 2000 1999 1998
Rental income $ 4,051,334 $ 4,094,636 $ 4,081,685 $ 3,996,371 $ 3,888,213
Net income/(loss) (153,400) 74,040 149,434 162,838 40,949
Net income/(loss)
per Unit (.30) .15 .29 .32 .08
Total assets 11,806,358 12,831,516 13,754,230 14,636,231 15,470,731
Mortgage loans
payable 13,176,703 13,448,501 13,710,478 13,953,098 14,177,678
Partners' capital(deficit) (2,197,885) (1,375,089) (683,761) (67,827) 534,703
Cash distribution paid
per Unit of assignee
limited partnership
interest from:
operations .96 1.31 1.45 1.42 1.40
return of capital .35 .19 .05 .08 .10
- -5-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
The Partnership's liquidity is largely dependent on its ability to
maintain reasonably high occupancy levels, achieve rental rate increases as the
respective markets allow and to control operating expenses. The Partnership
currently has sufficient liquid assets from its rental revenues to satisfy its
anticipated operating expenditures and debt service obligations for 2003.
During 2002, the Partnership made distributions to its partners
totaling 5.25% on invested capital. Operating net cash flow, as defined in the
Partnership Agreement, generated from the three apartment communities totaled
$423,354, and funded 63% of the distribution while the balance was funded from
working capital. On February 18, 2003, the Partnership made a cash distribution
to its partners totaling $95,663, representing an annualized return of 3% on
invested capital. Based upon the preliminary 2003 budget and the required
capital improvements identified by an engineering study, operating cash flow is
expected to fully fund a distribution rate of 3% in 2003.
The Partnership's long-term debt with Canada Life Assurance Company
matures on June 1, 2003. The General Partners have obtained a commitment from
the existing lender to extend the loan for one additional year through June 1,
2004. All terms remain the same, except that the interest rate will decrease to
6.5% from 7.5% effective June 1, 2003. There will be no prepayment penalty and
the loan may be paid off following a sixty-day notice to the lender. The General
Partners expect to evaluate the possibility of selling the portfolio during our
extension period. Should an acceptable selling price not be achievable, we
expect to secure long term financing to refinance our existing debt and fund
capital improvement reserves for future replacements.
The Partnership does not anticipate any additional significant capital
improvements or repair costs that might adversely impact its liquidity in 2003.
Results of Operations
Rental revenues for the three apartment communities decreased $43,302,
or 1.1%, for the year ended December 31, 2002 as compared to the year ended
December 31, 2001, versus an increase of $12,951, or .3%, for the year ended
December 31, 2001 compared to the year ended December 31, 2000. The decrease in
2002 was a result of increased rental concessions offset by increased occupancy
at each of the properties. The increase in 2001 was a result of higher rental
rates at each of the properties resulting in revenue growth despite decreases in
aggregate occupancy levels. The average monthly rental rate (inclusive of
concessions) for the portfolio increased from $612 in 2000 to $624 in 2001 but
decreased to $600 in 2002, representing an increase of approximately 2% in 2001
and a decrease of approximately 4% in 2002. Collectively, the properties'
average occupancy level was 93% in 2000, 91% in 2001 and 93% in 2002.
Management remains diligent in its efforts to control operating
expenditures at each of the three communities while preserving the invested
capital. Total operating expenses, excluding interest charges, depreciation and
amortization costs, increased by 7.6% in 2002 compared to 2001 and 4.3% in 2001
compared to 2000. The majority of the increase in 2002 was due to increased
insurance premiums, and higher administrative, advertising and professional fees
relating to reporting and potential sale activity. The increase in 2001 was due
primarily to higher maintenance and repair costs, including exterior painting of
a portion of the communities.
The proportionately larger increase in operating expenses (excluding
interest charges, depreciation and amortization) versus revenues during 2002 and
2001 resulted in decreases of approximately $154,875 (or 7.6%), and $84,300 (or
3.9%), respectively in the combined properties' net operating income.
Interest expense on the Partnership's mortgage loans increased $14,842
in 2002. This was the result of the loan extension fee partly offset by a
reduced principal balance and savings from the reduced interest rate. Interest
expense decreased $19,388 in 2001, due to a reduced principal balance. Principal
payments totaled $271,798 in 2002, $261,977 in 2001 and $242,620 in 2000.
-6-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations (continued)
Capital expenditures for all three communities during 2002 totaled
$144,831 and consisted primarily of carpet replacements and upgrades to the unit
interiors. Similar improvements to the properties totaled $107,131 and $123,149
in 2001 and 2000, respectively.
The average occupancy level experienced at the Oakbrook property in
Columbus, Ohio was 92% in 2002, up from 91% in 2001. The increase in occupancy
resulted from decreased rental rates, necessitated by competition from other
communities. The average market rental rate at Oakbrook decreased from $616 in
2001 to $600 in 2002. The decline in rental revenue was offset by increases in
fee income, causing total revenues to increase $14,622 in 2002 versus 2001. The
apartment market in Columbus remains extremely competitive given the new supply
coupled with the favorable environment for first-time home buyers resulting from
low interest rates. Management expects to continue marketing efforts in 2003 in
an attempt to improve our property's share of the market.
At the Woodhills property in Dayton, Ohio the average occupancy level
in 2002 was 93%, up from 90% in 2001. Due to increased rental concessions, the
average market rental rate (inclusive of rental concessions) decreased from $603
in 2001 to $579 in 2002. Revenues at Woodhills decreased by $13,295 in 2002
versus 2001. The apartment market in Dayton remains competitive. There has not
been significant growth in the local economy and low interest rates have made
home ownership a more affordable alternative. Management is focused on tenant
retention to maintain the property's occupancy level during this difficult
environment.
The average occupancy level experienced at the Deerfield property in
Cincinnati, Ohio remained at 93% in 2002, the same as 2001. However, the average
market rental rate (inclusive of rental concessions) decreased from $648 in 2001
to $618 in 2002, a result of increased concessions. The decline in rental
revenue was partly offset by increases in fee income, resulting in a $44,629
decrease in total revenue in 2002 versus 2001. The Cincinnati market is
experiencing an over-supply of apartment units and the market occupancy has
dropped below 90%.
During 2003, management will strive to improve the portfolio's net
operating income by achieving revenue growth through improved occupancy levels,
while controlling operating expenditures.
New Accounting Pronouncement
In October 2001, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." SFAS No. 144 supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
and APB Opinion No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions." The Statement does not change
the fundamental provisions of SFAS No. 121; however, it resolves various
implementation issues of SFAS No. 121 and establishes a single accounting model
for long-lived assets to be disposed of by sale. It retains the requirement of
Opinion No. 30 to report separately discontinued operations but extends that
reporting to a component of an entity that on or after January 1, 2002, either
has been disposed of (by sale, abandonment, or in distribution to owners) or is
classified as held for sale. Additionally, SFAS No. 144 requires that assets and
liabilities of components held for sale, if material, be disclosed separately in
the balance sheet. Adoption of SFAS No. 144 effective January 1, 2002 did not
affect the Partnership's financial statements.
Critical Accounting Policies
Critical accounting policies are those that are both important to the
presentation of financial condition and results of operations and require
management's most difficult, complex or subjective judgments. The Partnership's
critical accounting policy relates to the evaluation of impairment of long-lived
assets.
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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Policies (continued)
If events or changes in circumstances indicate that the carrying value
of a property to be held and used may be impaired, a recoverability analysis is
performed based on estimated undiscounted cash flows to be generated from the
property in the future. If the analysis indicates that the carrying value is not
recoverable from future cash flows, the property is written down to estimated
fair value and an impairment loss is recognized. If the Partnership decides to
sell a property, it evaluates the recoverability of the carrying amount of the
assets. If the evaluation indicates that the carrying value is not recoverable
from estimated net sales proceeds, the property is written down to estimated
fair value less costs to sell and an impairment loss is recognized. The
estimates of cash flows and fair values of the properties are based on current
market conditions and consider matters such as rental rates and occupancies for
the property and comparable properties, recent sales data for comparable
properties and, where applicable, contracts or the results of negotiations with
purchasers or prospective purchasers. These estimates are subject to revision as
market conditions and the Partnership's assessment of them change.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
The Partnership has exposure to changing interest rates since its
long-term debt matures on June 1, 2003. The General Partners have obtained a
commitment with the current lender to extend the existing loans for a period of
one additional year through June 1, 2004. All terms remain the same, except that
the interest rate will decrease from 7.5% to 6.5% effective June 1, 2003. The
General Partners expect to evaluate the possibility of selling the portfolio
during the extension period. Should an acceptable selling price not be
achievable, we expect to secure long-term financing at the then current market
rate.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements:
Page(s)
Herein Annual Report
------ -------------
Independent Auditors' Report 13 4
Balance Sheets 5
Statements of Operations 6
Statements of Partners' Capital (Deficit) 7
Statements of Cash Flows 8
Notes to Financial Statements 9-15
Financial Statement Schedules
Schedule III - Real Estate and
Accumulated Depreciation 14-15
All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the financial
statements or notes thereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
-8-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
PART III
Item 10. Directors and Executive Officers of the Registrant
The General Partners of the Partnership are Brown-Benchmark AGP, Inc.,
the Administrative General Partner, and Benchmark Equities, Inc., the
Development General Partner. The Partnership's principal executive offices are
located at 225 East Redwood Street, Baltimore, Maryland 21202, telephone (410)
727-4083. The General Partners have primary responsibility for overseeing the
performance of those who contract with the Partnership, as well as making
decisions with respect to the financing, sale and liquidation of the
Partnership's assets. The General Partners are responsible for all reports to
and communications with investors and others, all distributions and allocations
to investors, the administration of the Partnership's business and all filings
with the Securities and Exchange Commission and other federal or state
regulatory authorities. The Partnership's Partnership Agreement provides for the
removal of a General Partner and the election of successor general partners by
investors holding a majority of the Units.
The directors and executive officers of the General Partners are as
follows:
The Development General Partner
Benchmark Equities, Inc., the Development General Partner, is an Ohio
corporation. Affiliated companies of the Development General Partner include its
parent, Benchmark Communities, Inc., formerly known as "Vindale Corporation,"
which was organized in 1946, and since 1978 has concentrated on the development,
construction and marketing of residential developments, Benchmark Homes, Inc.,
the general contractor for the properties and Benchmark Properties, Inc., the
former property manager at the properties.
The Development General Partner and its Affiliates were engaged in all
aspects of the building and real estate development process, including
manufacturing the industrialized housing components in their plant, developing
the site, constructing the components on-site, landscaping and paving the site,
marketing the completed housing units and financing.
The following individuals are the directors and principal officers of
Benchmark Equities, Inc.:
Daniel P. Riedel, age 63, has been the Chairman, President and Director
of Benchmark Equities, Inc. since its inception in 1987. His responsibilities
include administration, marketing, finance and planning. His background includes
over 32 years in manufacturing, land development and marketing. Mr. Riedel has
been an officer or director of Benchmark Communities, Inc. for 28 years and has
held management positions for his entire 38 year career with Benchmark
Communities, Inc. He graduated Cum Laude from Michigan State University in 1961,
majoring in Industrial Management.
Deborah J. Maxson, age 40, has been Treasurer of Benchmark Equities, Inc.
and President of Benchmark Properties, Inc. since 1998. Prior to 1998 she was
the Controller of Benchmark Properties, Inc. from 1988-1998. She has been with
Benchmark since 1986. She attended Fort Sterlacom Community College majoring in
accounting.
The Administrative General Partner
Brown-Benchmark AGP, Inc., the Administrative General Partner, is a
Maryland corporation and is wholly owned by Alex. Brown Realty, Inc. The
Administrative General Partner is responsible for administering the business of
the Partnership including providing clerical services, investor communications
services and reports, and for making all reports and filings to regulatory
authorities. The Administrative General Partner is reimbursed for such services
to the Partnership on a cost basis.
-9-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 10. Directors and Executive Officers of the Registrant (continued)
The Administrative General Partner (continued)
The following individuals are the directors and principal officers of
Brown-Benchmark AGP, Inc.:
John M. Prugh, age 54, has been a Director and President of the
Administrative General Partner since 1987 and of Alex. Brown Realty, Inc. and
Armata Financial Corp. since 1984. Mr. Prugh graduated from Gettysburg College
in 1970, and was designated a Certified Property Manager by the Institute of
Real Estate Management in 1979. He has worked in property management for H. G.
Smithy Co., in Washington, D.C., and Dreyfus Bros., Inc. in Bethesda, Maryland.
Since 1977, Mr. Prugh has been involved in managing, administering, developing
and selling real estate investment projects sponsored by Alex. Brown Realty,
Inc. and its subsidiaries.
Peter E. Bancroft, age 50, has been the Director and Vice President of the
Administrative General Partner since its inception in 1987. He has also been a
Senior Vice President of Alex. Brown Realty, Inc. and Armata Financial Corp.
since 1983. Mr. Bancroft graduated from Amherst College in 1974, attended the
University of Edinburgh, and received a J.D. degree from the University of
Virginia School of Law in 1979. Prior to joining Alex. Brown Realty, Inc. in
1983, Mr. Bancroft held legal positions with
Venable, Baetjer and Howard and T. Rowe Price Associates, Inc.
Terry F. Hall, age 56, has been the Secretary of the Administrative General
Partner and a Vice President and Secretary of, and Legal Counsel for, Alex.
Brown Realty, Inc. since 1989. Mr. Hall graduated from the University of
Nebraska-Lincoln in 1968, and received a J.D. degree from the University of
Pennsylvania Law School in 1973. Prior to joining Alex. Brown Realty, Inc. in
1989, Mr. Hall was a Partner at the law firm of Venable, Baetjer and Howard from
1981 to 1986 and an associate at the same firm from 1973 to 1981.
Timothy M. Gisriel, age 46, has been the Treasurer of the Administrative
General Partner and of Alex. Brown Realty, Inc. and Armata Financial Corp. since
1990. He was Controller of Alex. Brown Realty, Inc. and Armata Financial Corp.
from 1984 through 1990. Mr. Gisriel graduated from Loyola College in 1978 and
received his Masters of Business Administration degree from the Robert G.
Merrick School of Business, University of Baltimore in 1993. Prior to joining
Alex. Brown Realty, Inc. in 1984, Mr. Gisriel was an audit supervisor in the
Baltimore office of Coopers & Lybrand. He is a Maryland Certified Public
Accountant.
There is no family relationship among the officers and directors of the
Development General Partner or the Administrative General Partner.
Item 11. Executive Compensation
The officers and directors of the Administrative General Partner and
the Development General Partner received no compensation from the Partnership.
The General Partners are entitled to receive a share of cash distributions
and a share of profits and losses as described in the Agreement of Limited
Partnership. (See Note 9. "Partners' Capital" in Item 8. Financial Statements
and Supplementary Data, herein.)
For a discussion of compensation and fees to which the General Partners
are entitled, see Item 13, Certain Relationships and Related Transactions,
herein.
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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Partner Matters
The following are known to the Partnership to own beneficially more
than 5% of the outstanding assignee units of limited partnership interest of the
Partnership.
Amount of Nature of
Title of Class Name of Beneficial Owner Beneficial Ownership* Percent of Class
Assignee Units CMG Ventures, LLC 43,250 8.7%
of Limited 999 Third Avenue, Suite 3800
Partnership Interest Seattle, WA 98104
Assignee Units Equity Resources Group, Inc. 33,500 6.7%
of Limited 44 Brattle Street
Partnership Interest Cambridge, MA 02138
Assignee Units Ira Gaines 29,344 5.9%
of Limited 3116 East Shea Boulevard
Partnership Interest Phoenix, AZ 85028
Assignee Units McKenzie Patterson, Inc 28,180 5.6%
of Limited 1640 School Street
Partnership Interest Moraga, CA 94556
*The cumulative assignee units of limited partnership disclosed above
are owned by multiple entities that are controlled by the above named beneficial
owners.
The Assignor Limited Partner, Brown-Benchmark Holding Co., Inc. an
affiliate of the Administrative General Partner, holds 40 Units representing a
beneficial interest in limited partnership interests in the Partnership. The
Units held by the Assignor Limited Partner have all rights attributable to such
Units under the Limited Partnership Agreement except that these Units are
nonvoting.
The General Partners each have a 1% interest in the Partnership as
General Partners, but hold no Units.
There are no arrangements, known to the Partnership, the operation of
which may at a subsequent date result in a change of control of the registrant.
No securities of the Partnership are authorized for issuance under
equity compensation plans at December 31,2002.
Item 13. Certain Relationships and Related Transactions
The General Partners and their affiliates have and are permitted to
engage in transactions with the Partnership. For a summarization of fees paid
during 2002, 2001 and 2000, and to be paid to the General Partners and their
affiliates at December 31, 2002, see Note 5. "Related Party Transactions" in
Item 8. Financial Statements and Supplementary Data, herein.
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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 14. Controls and Procedures
Within the 90-day period prior to the filing of this report, an
evaluation was performed under the supervision and with the participation of the
Partnership's management, including the Chief Executive Officer and Chief
Financial Officer of the administrative general partner, of the effectiveness of
the design and operation of disclosure controls and procedures as defined in
Rule 13a-14 of the rules promulgated under the Securities and Exchange Act of
1934, as amended. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the design and operation of these
disclosure controls and procedures were effective. There have been no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1. Financial Statements: See Index to Financial Statements and
Supplementary Data in Item 8 on page 8, herein.
2. Financial Statement Schedule: See Index to Financial Statements and
Supplementary Data in Item 8 on page 8, herein.
3. Exhibits:
(3, 4) Agreement of Limited Partnership on pages 1 through
39 of Exhibit A to the Fund's Registration Statement on
Form S-11 (File No. 33-38437) incorporated herein by
reference.
(10) Assignment of Management Rights dated January 7, 2002 in
which Benchmark Properties, Inc., are affiliate of the
Development General Partner, assigns its rights under the
existing management agreement of each of the three
apartment communities to NHP Management Company.
(13) Annual Report for 2002.
(99.1) Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(99.2) Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(99.3) Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(99.4) Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
-12-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 15. Exhibits, Financial Statement Schedules and Reports
on Form 8-K (continued)
3. Exhibits: (continued)
(99.5) Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(99.6) Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(99.7) Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(99.8) Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K: None.
-13-
INDEPENDENT AUDITORS' REPORT
The Partners
Brown-Benchmark Properties Limited Partnership:
Under date of January 24, 2003, we reported on the balance sheets of
Brown-Benchmark Properties Limited Partnership as of December 31, 2002 and 2001,
and the related statements of operations, partners' capital (deficit) and cash
flows for each of the years in the three-year period ended December 31, 2002
which are included in the Annual Report on Form 10-K for 2002. In connection
with our audits of the aforementioned financial statements, we also audited the
related financial statement schedule as listed in the accompanying index. This
financial statement schedule is the responsibility of the Partnership's
management. Our responsibility is to express an opinion on the financial
statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
/s/ KPMG LLP
Baltimore, Maryland
January 24, 2003
-14-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
31-Dec-02
COLUMN A COLUMN B C O L U M N C COLUMN D
- ------------------------ ---------------- ------------------------------------ --------------------
COST CAPITAL
SUB. TO
INITIAL COST TO THE PARTNERSHIP ACQUISITION
------------------------------------ --------------------
FURN. FURN.
BLDG. & FIX & BLDG. & FIX. &
DESCRIPTION ENCUMBRANCES LAND IMPROV. EQUIP IMPROV. EQUP
- ------------------------ ---------------- ------------------------------------ --------------------
WOODHILLS $4,001,382 245,000 6,608,969 540,981 118,511 373,208
WEST CARROLLTON, OHIO
186-Unit garden apartment
community on approx. 15 acres.
OAKBROOK 3,911,307 455,000 6,320,080 528,603 143,024 402,218
REYNOLDSBURG, OHIO
181-Unit garden apartment
community on approx. 22 acres.
DEERFIELD 5,264,014 557,000 8,129,417 669,000 96,567 308,214
UNION TOWNSHIP, OHIO
223-Unit garden apartment
community on approx. 19 acres.
--------------------------------------------------------------------------
$13,176,703 $1,257,000 $21,058,466 $1,738,584 $358,102 $1,083,640
==========================================================================
-15-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
31-Dec-02
COLUMN A C O L U M N E COLUMN F COLUMN G COL. H COLUMN I
- ------------------------- ------------------------------------------------ ---------- ---------- ------ ---------------------
GROSS AMOUNT AT WHICH CARRIED AT
CLOSE OF PERIOD
-------------------------------------------------
FURN. LIFE ON WHICH DEPREC
BLDG. & FIX ACCUM. DATE OF DATE IN LATEST INC. STMT
DESCRIPTION LAND IMPROV. EQUIP TOTAL DEPR CONST. ACQ. IS COMPUTED
- ------------------------- ------------------------------------------------- ----------- ---------- ----- ---------------------
WOODHILLS 245,000 6,727,480 914,189 7,886,669 4,593,876 1987/1988 10/87 Real prop. -25 yr S/L
WEST CARROLLTON, OHIO Pers. prop.-10 yr S/L
186-Unit garden apartment
community on approx. 15 acres.
OAKBROOK 455,000 6,463,104 930,821 7,848,925 4,409,234 1987/1988 10/87 Real prop. -25 yr S/L
REYNOLDSBURG, OHIO Pers. prop.-10 yr S/L
181-Unit garden apartment
community on approx. 22 acres.
DEERFIELD 557,000 8,225,984 977,214 9,760,198 5,351,809 1988/1989 08/88 Real prop. -25 yr S/L
UNION TOWNSHIP, OHIO Pers. prop.-10 yr S/L
223-Unit garden apartment
community on approx. 19 acres.
----------------------------------------------------------------
$1,257,000 $21,416,568 $2,822,224 $25,495,792 $14,354,919
==========================================================================================================
(1) 2002 2001 2000
REAL ACCUM. REAL ACCUM. REAL ACCUM.
ESTATE DEP ESTATE DEPREC. ESTATE DEPREC.
------------------------ ------------------------ ------------------------
BALANCE AT BEGINNING OF PERIOD $25,350,961 $13,400,728 $25,243,830 $12,456,944 $25,120,681 $11,523,622
ADDITIONS 144,831 954,191 107,131 943,784 123,149 933,322
------------------------ ------------------------ ------------------------
BALANCE AT CLOSE OF PERIOD $25,495,792 $14,354,919 $25,350,961 $13,400,728 $25,243,830 $12,456,944
======================== ======================== =======================
(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $25,495,792 AT
DECEMBER 31, 2002.
(3) SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS FOR INFORMATION CONCERNING
TRANSACTIONS WITH AFFILIATES.
(4) SEE NOTE 6 OF NOTES TO THE FINANCIAL STATEMENTS FOR INFORMATION REGARDING
MORTGAGE LOAN AGREEMENTS, COLLATERALIZED BY THE LAND, BUILDINGS AND
IMPROVEMENTS.
-16-
Exhibit 99.1
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of Brown-Benchmark Properties Limited
Partnership's (the "Partnership") Quarterly Report on Form 10-K for the period
ending December 31, 2002 with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Daniel P. Riedel, the Chief Executive Officer of
Benchmark Equities, Inc., Development General Partner of the Partnership,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of
operations of the Partnership.
Date: 3/18/03 By: /s/ Daniel P. Riedel
Daniel P. Riedel
Chief Executive Officer
Benchmark Equities, Inc.
Development General Partner
-17-
Exhibit 99.2
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of Brown-Benchmark Properties Limited
Partnership's (the "Partnership") Quarterly Report on Form 10-K for the period
ending December 31, 2002 with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Deborah J. Maxson, the Chief Financial Officer of
Benchmark Equities, Inc., Development General Partner of the Partnership,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of
operations of the Partnership.
Date: 3/17/03 By: /s/ Deborah J. Maxson
Deborah J. Maxson
Chief Financial Officer
Benchmark Equities, Inc.
Development General Partner
-18-
Exhibit 99.3
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of Brown-Benchmark Properties Limited
Partnership's (the "Partnership") Report on Form 10-K for the period ending
December 31, 2002 with the Securities and Exchange Commission on the date hereof
(the "Report"), I, John M. Prugh, the Chief Executive Officer of Brown-Benchmark
AGP, Inc., Administrative General Partner of the Partnership, certify, pursuant
to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of
operations of the Partnership.
Date: 3/24/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Brown-Benchmark AGP, Inc.
Administrative General Partner
-19-
Exhibit 99.4
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of Brown-Benchmark Properties Limited
Partnership's (the "Partnership") Report on Form 10-K for the period ending
December 31, 2002 with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Timothy M. Gisriel, the Chief Financial Officer of
Brown-Benchmark AGP, Inc., Administrative General Partner of the Partnership,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of
operations of the Partnership.
Date: 3/24/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Chief Financial Officer
Brown-Benchmark AGP, Inc.
Administrative General Partner
-20-
Exhibit 99.5
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Daniel P. Riedel, certify that:
1. I have reviewed this report of Brown-Benchmark Properties Limited
Partnership;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the issuer and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The issuer's other certifying officers and I have disclosed, based on our
most recent evaluation, to the issuer's auditors and the audit committee of
issuer's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record,
process, summarize and report financial data and have identified for
the issuer's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal
controls; and
6. The issuer's other certifying officers and I have indicated in this report
whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: 3/18/03 By: /s/ Daniel P. Riedel
Daniel P. Riedel
Chief Executive Officer
Benchmark Equities, Inc.
Development General Partner
-21-
Exhibit 99.6
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Deborah J. Maxson, certify that:
1. I have reviewed this report of Brown-Benchmark Properties Limited
Partnership;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the issuer and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The issuer's other certifying officers and I have disclosed, based on our
most recent evaluation, to the issuer's auditors and the audit committee of
issuer's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record,
process, summarize and report financial data and have identified for
the issuer's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal
controls; and
6. The issuer's other certifying officers and I have indicated in this report
whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: 11/08/02 By: /s/ Deborah J. Maxson
Deborah J. Maxson
Chief Financial Officer
Benchmark Equities, Inc.
Development General Partner
-22-
Exhibit 99.7
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, John M. Prugh, certify that:
1. I have reviewed this report of Brown-Benchmark Properties Limited
Partnership;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the issuer and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The issuer's other certifying officers and I have disclosed, based on our
most recent evaluation, to the issuer's auditors and the audit committee of
issuer's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record,
process, summarize and report financial data and have identified for
the issuer's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal
controls; and
6. The issuer's other certifying officers and I have indicated in this report
whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: 3/24/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Brown-Benchmark AGP, Inc.
Administrative General Partner
-23-
Exhibit 99.8
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Timothy M. Gisriel, certify that:
1. I have reviewed this report of Brown-Benchmark Properties Limited
Partnership;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the issuer and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The issuer's other certifying officers and I have disclosed, based on our
most recent evaluation, to the issuer's auditors and the audit committee of
issuer's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record,
process, summarize and report financial data and have identified for
the issuer's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal
controls; and
6. The issuer's other certifying officers and I have indicated in this report
whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: 3/24/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Chief Financial Officer
Brown-Benchmark AGP, Inc.
Administrative General Partner
-24-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
BROWN-BENCHMARK PROPERTIES
LIMITED PARTNERSHIP
DATE: 3/24/03 BY: /s/ John M. Prugh
John M. Prugh
President and Director
Administrative General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934 as
amended, this report has been signed by the following in the capacities and on
the dates indicated.
DATE: 3/24/03 By: /s/ John M. Prugh
John M. Prugh
President and Director
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 3/25/03 By: /s/ Peter E. Bancroft
Peter E. Bancroft
Vice President and Director
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 3/25/03 By: /s/ Terry F. Hall
Terry F. Hall
Secretary
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 3/24/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 3/18/03 By: /s/ Daniel P. Riedel
Daniel P. Riedel
Chairman, President and Director
Benchmark Equities, Inc.
Development General Partner
DATE: 3/17/03 By: /s/ Deborah J. Maxson
Deborah J. Maxson
Treasurer
Benchmark Equities, Inc.
Development General Partner
-25-