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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 March 31, 1997
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: 0-20638
PRUDENTIAL-BACHE TAX CREDIT PROPERTIES L.P.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 13-3519080
- --------------------------------------------------------------------------------
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
One Seaport Plaza, New York, New York 10292-0116
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 214-1016
Securities registered pursuant to Section 12(b) of the Act:
None
- --------------------------------------------------------------------------------
Securities registered pursuant to section 12(g) of the Act:
Beneficial Unit Certificates
- --------------------------------------------------------------------------------
(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 _CK_ No __
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 in Part III of this Form 10-K or any amendment to this
Form 10-K. [ CK ]
DOCUMENTS INCORPORATED BY REFERENCE
Pre-Effective Amendment No. 1 to Registration Statement on Form S-11 (File
No. 33-28571)
Pre-Effective Amendment No. 2 to Registration Statement on Form S-11 (File
No. 33-28571)
Annual Report to Limited Partners for the year ended March 31, 1997 is
incorporated by reference into Parts II and IV of this Annual Report on Form
10-K
Index to exhibits can be found on page 10.
PRUDENTIAL-BACHE TAX CREDIT PROPERTIES L.P.
(a limited partnership)
TABLE OF CONTENTS
PART I PAGE
Item 1 Business..................................................... 3
Item 2 Properties................................................... 5
Item 3 Legal Proceedings............................................ 6
Item 4 Submission of Matters to a Vote of Limited Partners.......... 6
PART II
Item 5 Market for Registrant's BUC$ and Related Limited Partner
Matters.................................................... 6
Item 6 Selected Financial Data...................................... 7
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................. 7
Item 8 Financial Statements and Supplementary Data.................. 7
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure................................... 7
PART III
Item 10 Directors and Executive Officers of the Registrant........... 7
Item 11 Executive Compensation....................................... 9
Item 12 Security Ownership of Certain Beneficial Owners and
Management................................................. 9
Item 13 Certain Relationships and Related Transactions............... 9
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form
8-K
Financial Statements and Financial Statement Schedules....... 10
Exhibits..................................................... 10
Reports on Form 8-K.......................................... 10
SIGNATURES............................................................... 14
2
PART I
Item 1. Business
General
Prudential-Bache Tax Credit Properties L.P. (the 'Registrant'), a Delaware
limited partnership, was formed on May 3, 1989 and will terminate on December
31, 2029 unless terminated sooner under the provisions of the Amended and
Restated Agreement of Limited Partnership (the 'Partnership Agreement'). The
Registrant was formed to invest in low-income, multi-family residential
complexes ('Apartment Complexes' or 'Properties') and, to a lesser extent, in
historic apartment complexes undergoing rehabilitation ('Historic Complexes' or
'Properties') through the acquisition of interests (the 'Local Partnership
Interests') in local partnerships (the 'Local Partnerships') that are the owners
of the Properties. These investments were made with proceeds from the initial
sale of 38,125 Beneficial Unit Certificates ('BUC$'). The Registrant's fiscal
year for tax and financial reporting purposes ends on December 31 and March 31,
respectively.
The primary objectives of the Registrant are to provide the limited partners
with low-income housing tax credits allowed under Section 42 of the Internal
Revenue Code of 1986, as amended ('Housing Tax Credits') over the credit period
for each Property in which the Registrant has invested and to a lesser extent,
historic rehabilitation tax credits allowed under Section 48(g) of the Internal
Revenue Code of 1986, as amended. The Registrant invested only in Local
Partnerships that owned Properties which qualified for Housing Tax Credits. No
properties were acquired from any entity in which Prudential-Bache Properties,
Inc. or any affiliate had an interest. The Registrant's investments are composed
of limited partnership interests in Local Partnerships owning then newly
constructed or existing structures that have undergone substantial
rehabilitation. The Local Partnerships in which the Registrant has invested must
be operated in accordance with the low-income housing rules and regulations to
protect the related tax credits. It is not expected that any of the Local
Partnerships in which the Registrant has invested will generate any significant
cash flow to provide distributions to the limited partners.
The Registrant expects that in order to avoid recapture of Housing Tax
Credits, its holding period with respect to each Local Partnership Interest will
be at least as long as the 15-year compliance period and may be substantially
longer.
Each Property in which the Registrant invested is substantially mortgaged.
However, the aggregate indebtedness did not exceed 85% of the appraised fair
market value of any Property at the time of acquisition. The first mortgage
financing encumbering the Properties was arranged by the general partner of the
Local Partnership (the 'Local General Partner') owning the Properties prior to
the time the Registrant became a limited partner therein.
The Registrant acquired its Local Partnership Interest in each Local
Partnership by purchasing it directly from the existing limited and/or general
partner of the Local Partnership. In each of the Registrant's investments, the
Local General Partner of the Local Partnership owning the complex was required
to provide personal guarantees and/or establish cash escrows, financial bonds
and/or letters of credit to protect the Registrant against, among other things,
the failure to meet certain operating criteria.
The Registrant is engaged solely in the business of investing in Local
Partnerships that own Properties; therefore, presentation of industry segment
information is not applicable. For more information regarding the Properties,
see Item 2 Properties. For more information regarding the Registrant's
operations, see Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations.
One Property had rental income which exceeded 15% of the Registrant's total
revenue. Rental income from Palm Beach Apartments Ltd. ('Summer Creek Villas')
as a percentage of the Registrant's total revenue was 43.8%, 47.5% and 47.9%
during the years ended March 31, 1997, 1996 and 1995, respectively.
No single tenant accounted for 10% or more of the Registrant's total revenue
for any of the three years in the period ended March 31, 1997.
3
General Partner
The general partner of the Registrant is Prudential-Bache Properties, Inc.
(the 'General Partner' or 'PBP'). P.B. Tax Credit S.L.P. ('PBSLP'), an affiliate
of the General Partner, acts as Special Limited Partner of each Local
Partnership, entitling it to certain rights with respect to the operation and
management of each Local Partnership.
On December 19, 1996, PBP and Related Capital Company ('RCC') entered into an
agreement for the purchase by RCC or its affiliates of PBP's general partner
interests in the Registrant and certain other associated interests. The
agreement is subject to numerous conditions including the settlement of the
class action litigation (In re Prudential Securities Inc. Limited Partnerships
Litigation, MDL No. 1005) (the 'Class Action') against affiliates of RCC and the
approval of the sale and withdrawal of PBP as the sole general partner of the
Registrant by the court overseeing the Class Action. Following consummation of
the transaction, RCC or its affiliate will become the general partner of the
Registrant. On December 31, 1996, the court overseeing the Class Action issued a
preliminary approval order with respect to the settlement of the Class Action,
which provides, in part, that pending final approval of the settlement of the
Class Action, class members (including the limited partners and unitholders
(collectively, the 'Limited Partners') of the Registrant) are prohibited from,
among other things, transferring their partnership interests unless the
transferee agrees to be bound by the terms of the settlement of the Class
Action. There can be no assurance that the conditions to the closing of the
proposed transaction will be satisfied nor as to the time frame in which a
closing may occur.
In June 1997, an Information Statement was mailed to Limited Partners of
record as of December 24, 1996 advising them of these proposed changes together
with a Notice of the Class Action and the terms of the settlement with RCC in
the Class Action. A hearing will be held on August 28, 1997 in the U.S.
Courthouse, 40 Centre Street, New York, New York, 10007, to determine the
reasonableness and fairness of the settlement.
Competition
The General Partner has formed various entities to engage in businesses that
may be competitive with the Registrant.
The Registrant's business is affected by competition to the extent that the
underlying Properties from which it derives tax credits may be subject to
competition relating to rental rates and amenities from comparable neighboring
properties.
Employees
The Registrant has no employees. Management and administrative services for
the Registrant are performed by the General Partner and its affiliates pursuant
to the Partnership Agreement. See Notes C and F to the consolidated financial
statements in the Registrant's Annual Report to Limited Partners for the year
ended March 31, 1997 ('Registrant's Annual Report') which is filed as an exhibit
hereto.
Pending Legislation
The United States Department of Housing and Urban Development ('HUD')
previously released a proposal entitled the American Community Partnerships Act
('ACPA'). The ACPA is HUD's blueprint for providing for the nation's housing
needs in an era of static or decreasing budget authority. Two key proposals in
the ACPA that could affect the Local Partnerships are a discontinuation of
project-based Section 8 subsidy payments and an attendant reduction in debt on
properties that were supported by the Section 8 payments. The ACPA calls for a
transition during which the project-based Section 8 payments would be converted
to a tenant-based voucher system. Any Federal Housing Administration ('FHA')
insured debt would then be 'marked-to market', that is, revalued in light of the
reduced income stream.
Several industry sources have commented to HUD and Congress that in the event
the ACPA was fully enacted in its present form, the reduction in mortgage
indebtedness would be considered taxable income to owners such as the limited
partners in the Partnership. Legislative relief has been proposed to exempt
'marked-to-market' debt from cancellation of indebtedness income treatment. At
present, there are several
4
bills pending in Congress to address this tax relief issue. Additionally, in the
interim, HUD has agreed to annual extensions of any expiring project-based
Section 8 contracts, but there is no guarantee that such extensions will be
available in the future.
Item 2. Properties
As of March 31, 1997, the Registrant holds interests in Local Partnerships
which own the following Properties which continue to be operated in a manner to
qualify for tax credits:
REGISTRANT'S
LOW-INCOME
HOUSING
TAX CREDIT
RENTS OCCUPANCY RATE FOR THE
NUMBER AS OF AS OF YEAR ENDED
PROPERTY (a) OF UNITS JUNE 16, 1997 JUNE 16, 1997 DECEMBER 31, 1996
- -------------------------------- --------- ------------- -------------- -----------------
RMB Limited Partnership
(Hubbard's Ridge)
Garland, TX 196 $385-$549 92% $ 395,768
Cutler Canal II Associates, Ltd.
Miami, FL 216 347-604 93 896,701
Diamond Street Venture
Philadelphia, PA 48 476-536 96 282,288
Papillion Heights Apartments
L.P.
Papillion, NE 48 370-440 100 173,661
Hill Top Homes Apartments
Limited Partnership
Arlington, TX 171 460-660 96 616,546
Palm Beach Apartments, Ltd.
(Summer Creek Villas)
West Palm Beach, FL 770 519-708 85 2,241,161
Brookland Park Plaza
Limited Partnership
Richmond, VA 77 511 99 429,237
Compton Townhouses
Limited Partnership
Cincinnati, OH 39 615 100 205,620
-----------------
$ 5,240,982
-----------------
-----------------
(a) At March 31, 1997, the Registrant holds a 66.5% interest in Summer Creek Villas, a 98% interest in
Hubbard's Ridge, Hill Top Homes and Compton Townhouses and a 98.99% interest in Cutler Canal II,
Diamond Street, Papillion Heights and Brookland Park Plaza.
- --------------------------------------------------------------------------------------------------------
Hubbard's Ridge is comprised of seven separate three-story buildings on
approximately 6.5 acres. The buildings are wood-framed structures on
post-tensioned flat slab on grade foundations and have white stucco exteriors
with asphalt shingles on sloped roofs. Each building contains an average of 28
units. The unit mix consists of 164 one-bedroom units ranging in size from 657
square feet to 783 square feet and 32 two-bedroom units ranging in size from
1,145 square feet to 1,167 square feet.
The Cutler Canal II property is comprised of 216 units in 13 two-story
garden-style residential buildings on approximately 9.4 acres. It borders on a
Metro-Dade Water Management District Canal on the east with approximately 1,200
square feet of frontage giving certain units waterfront views. Each building has
a
5
laundry room and two storage rooms. There are three basic floor plans with sizes
ranging from 700 square feet for a one-bedroom apartment to 1,100 square feet
for a three-bedroom unit.
The Diamond Street property consists of 48 units in 16 buildings. The
buildings are three-story brownstone row houses with historic features and
similar layouts. Of the 48 apartment units, 46 are two-bedroom apartment units
and two are efficiency apartment units.
The Papillion Heights property consists of two buildings, each containing 24
units. The buildings are 2 1/2 stories of wood frame and brick exterior with
pitched roofs. Of the total 48 apartment units, two are one-bedroom units and 46
are two-bedroom units.
The Hill Top Homes property is comprised of a two-story building surrounded
by 13 one-story fourplexes which are brick with wood siding and pitched roofs.
The buildings are surrounded by a security gate of brick columns and wrought
iron fencing with a guard house at the entrance. The unit distribution mix
includes 171 apartment units of which 18 are three-bedroom/one bath apartment
units each containing approximately 925 square feet, 52 two-bedroom/two bath
apartment units each containing approximately 1,100 square feet, 98
two-bedroom/one bath apartment units each containing approximately 936 square
feet and three one-bedroom/one bath apartment units each containing
approximately 1,000 square feet.
Summer Creek Villas consists of 61 concrete block and stucco buildings
housing 770 apartment units situated on approximately 60 acres of
residential-planned unit development zoned land. 182 of the units are
one-bedroom/one-bath apartments, each containing 570 square feet; 372 are
two-bedroom/one-bath apartments, each containing 773 square feet; 144 are
three-bedroom/two-bath apartments, each containing 980 square feet; and 72 are
three-bedroom/two-bath villa units, each containing 1,050 square feet.
The Brookland Park Plaza property is an existing three-level brick building
and is a registered historic landmark. The building is comprised of stucco and
brick exterior and a sloped red glazed tile roof. It is a 77-unit development
with 68,564 net rentable square feet. All 77 units are one-bedroom apartment
units each of which contains approximately 890 square feet. Each unit contains a
refrigerator, range, carpeting and air-conditioning. Brookland Park Plaza also
maintains a community room for tenants.
The Compton Townhouses consist of six two-story buildings containing a total
of 39 townhouse units. Four of the buildings contain six units; one building has
seven units; and one has eight units. All units have three bedrooms and
two-and-one-half baths. Total gross building area is 52,595 square feet; net
rentable area is 47,814 square feet. The average net area of the subject units
is 1,226 square feet.
For additional information describing the Registrant's properties, see Item 7
Management's Discussion and Analysis of Financial Condition and Results of
Operations and Schedule III--Real Estate and Accumulated Depreciation.
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Limited Partners
None
PART II
Item 5. Market for Registrant's BUC$ and Related Limited Partner Matters
As of June 1, 1997, there were 2,259 holders of record owning 38,125 BUC$.
Additionally, the General Partner holds one BUC. A significant secondary market
for BUC$ has not developed, and it is not expected that one will develop in the
future. There are also certain restrictions set forth in the Partnership
Agreement limiting the ability of a limited partner to transfer BUC$. In
addition, as noted in Item 1 Business above, pending final approval of the
settlement of the Class Action, limited partners are prohibited from
transferring their partnership interests unless the transferee agrees to be
bound by the terms of the settlement of the Class Action. Consequently, holders
of BUC$ may not be able to liquidate their investments in the event of an
emergency or for any other reason.
6
There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the
Partnership Agreement; however, the Registrant has paid no distributions from
operations or otherwise since inception. No distributions are anticipated in the
foreseeable future.
Item 6. Selected Financial Data
The following table presents selected financial data of the Registrant. This
data should be read in conjunction with the consolidated financial statements of
the Registrant and the notes thereto on pages 2 through 25 of the Registrant's
Annual Report which is filed as an exhibit hereto.
Year ended March 31,
-------------------------------------------------------------------------
1997 1996 1995 1994 1993
----------- ----------- ----------- ----------- -----------
Rental and other income $ 9,775,005 $ 9,783,022 $ 9,031,174 $ 9,212,457 $ 8,938,787
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Interest income $ 41,291 $ 49,257 $ 47,693 $ 75,242 $ 93,419
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Interest expense $ 4,428,530 $ 4,448,986 $ 4,474,229 $ 4,462,589 $ 4,236,927
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Depreciation and
amortization expense $ 2,517,547 $ 2,549,449 $ 2,640,262 $ 2,615,469 $ 2,692,891
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Provision for loss on
impairment of assets $ -- $ -- $ 2,700,000 $ -- $ --
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Loss before minority
interest $(2,920,508) $(2,587,393) $(6,271,864) $(3,341,362) $(3,415,486)
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Minority interest in loss
of local partnerships $ 409,993 $ 421,144 $ 608,088 $ 496,042 $ 476,756
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Net loss $(2,510,515) $(2,166,249) $(5,663,776) $(2,845,320) $(2,938,730)
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Net loss per limited
partner BUC $ (65.19) $ (56.25) $ (147.07) $ (73.89) $ (76.31)
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Total assets $70,502,375 $72,944,919 $76,174,392 $81,370,985 $90,042,295
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Mortgage notes payable $46,099,028 $46,387,992 $46,529,512 $46,661,471 $46,797,027
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This information is incorporated by reference to pages 26 through 28 of the
Registrant's Annual Report which is filed as an exhibit hereto.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements are incorporated by reference to pages
2 through 25 of the Registrant's Annual Report which is filed as an exhibit
hereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
There are no directors or executive officers of the Registrant. The
Registrant is managed by the General Partner.
The Registrant, the Registrant's General Partner and its directors and
executive officers, and any persons holding more than ten percent of the
Registrant's BUC$ are required to report their initial ownership of such
7
BUC$ and any subsequent changes in that ownership to the Securities and Exchange
Commission on Forms 3, 4 and 5. Such executive officers, directors and persons
who own greater than ten percent of the Registrant's BUC$ are required by
Securities and Exchange Commission regulations to furnish the Registrant with
copies of all Forms 3, 4 and 5 they file. All of these filing requirements were
satisfied on a timely basis. In making these disclosures, the Registrant has
relied solely on written representations of the General Partner, directors and
executive officers and persons who own greater than ten percent of the
Registrant's BUC$, if any, or copies of the reports they have filed with the
Securities and Exchange Commission during and with respect to its most recent
fiscal year.
Prudential-Bache Properties, Inc.
The directors and executive officers of PBP and their positions with regard
to managing the Registrant are as follows:
Name Position
Brian J. Martin President, Chief Executive Officer,
Chairman of the Board of Directors and Director
Barbara J. Brooks Vice President--Finance and Chief Financial Officer
Eugene D. Burak Vice President and Chief Accounting Officer
Chester A. Senior Vice President
Piskorowski
Frank W. Giordano Director
Nathalie P. Maio Director
BRIAN J. MARTIN, age 46, is the President, Chief Executive Officer, Chairman
of the Board of Directors and a Director of PBP. He is a Senior Vice President
of Prudential Securities Incorporated ('PSI'), an affiliate of PBP. Mr. Martin
also serves in various capacities for other affiliated companies. Mr. Martin
joined PSI in September 1980. Mr. Martin is a member of the Pennsylvania Bar.
BARBARA J. BROOKS, age 48, is the Vice President-Finance and Chief Financial
Officer of PBP. She is a Senior Vice President of PSI. Ms. Brooks also serves in
various capacities for other affiliated companies. She has held several
positions within PSI since 1983. Ms. Brooks is a certified public accountant.
EUGENE D. BURAK, age 52, is a Vice President of PBP. He is a First Vice
President of PSI. Prior to joining PSI in September 1995, he was a management
consultant for three years and was with Equitable Capital Management Corporation
from March 1990 to May 1992. Mr. Burak is a certified public accountant.
CHESTER A. PISKOROWSKI, age 54, is a Senior Vice President of PBP. He is a
Senior Vice President of PSI and is the Senior Manager of the Specialty Finance
Asset Management area. Mr. Piskorowski has held several positions within PSI
since April 1972. Mr. Piskorowski is a member of the New York and Federal Bars.
FRANK W. GIORDANO, age 55, is a Director of PBP. He is a Senior Vice
President and Senior Counsel of PSI. Mr. Giordano also serves in various
capacities for other affiliated companies. He has been with PSI since July 1967.
NATHALIE P. MAIO, age 46, is a Director of PBP. She is a Senior Vice
President and Deputy General Counsel of PSI and supervises non-litigation legal
work for PSI. She joined PSI's Law Department in 1983; presently she also serves
in various capacities for other affiliated companies.
Thomas F. Lynch, III ceased to serve as President, Chief Executive Officer,
Chairman of the Board of Directors and Director of Prudential-Bache Properties,
Inc. effective May 2, 1997. Effective May 2, 1997, Brian J. Martin was elected
President, Chief Executive Officer, Chairman of the Board of Directors and
Director of Prudential-Bache Properties, Inc.
There are no family relationships among any of the foregoing directors or
executive officers. All of the foregoing directors and executive officers have
indefinite terms.
8
Item 11. Executive Compensation
The Registrant does not pay or accrue any fees, salaries or any other form of
compensation to directors and officers of the General Partner for its services.
Certain executive officers and directors of the General Partner receive
compensation from affiliates of the General Partner, not from the Registrant,
for services performed for various affiliated entities, which may include
services performed for the Registrant; however, the General Partner believes
that any compensation attributable to services performed for the Registrant is
immaterial. See Item 13 Certain Relationships and Related Transactions for
information regarding compensation to the General Partner.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of June 1, 1997, no director or executive officer of PBP owns directly or
beneficially any interest in the voting securities of PBP.
As of June 1, 1997, no director or executive officer of PBP owns directly or
beneficially any of the BUC$ issued by the Registrant.
As of June 1, 1997, no limited partner beneficially owns more than five
percent (5%) of the BUC$ issued by the Registrant.
Item 13. Certain Relationships and Related Transactions
The Registrant has and will continue to have certain relationships with the
General Partner and its affiliates. However, there have been no direct financial
transactions between the Registrant and the directors or executive officers of
the General Partner.
Reference is made to Notes A, C, F and G to the consolidated financial
statements in the Registrant's Annual Report which is filed as an exhibit
hereto, which identify the related parties and discuss the services provided by
these parties and the amounts paid or payable for their services.
9
PART IV
Page
in
Annual
Report
-------
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements and Independent Auditors'
Report--Incorporated by reference to Registrant's
Annual Report which is filed as an exhibit hereto
Financial Statements:
Independent Auditors' Report 2
Consolidated Statements of Financial Condition--March
31, 1997 and 1996 18
Consolidated Statements of Operations--Three years
ended March 31, 1997 19
Consolidated Statements of Changes in Partners'
Capital--Three years ended March 31, 1997 19
Consolidated Statements of Cash Flows--Three years
ended March 31, 1997 20
Notes to Consolidated Financial Statements 21
2. Financial Statement Schedules and Independent Auditors'
Report on Schedules
Independent Auditors' Report on Schedules
Schedules:
III--Real Estate and Accumulated Depreciation at March
31, 1997
All other schedules have been omitted because they are
not applicable or the required information is
included in the consolidated financial statements or
the notes thereto.
3. Exhibits
Description:
Agreement of Limited Partnership as adopted on May 3,
1989 and Amendments thereto dated May 25, 1989 and
June 21, 1989*
Form of Amended and Restated Agreement of Limited
Partnership (included in Prospectus as Exhibit A)**
Certificate of Limited Partnership as filed on May 3,
1989 and Amendments thereto dated May 25, 1989 and
June 21, 1989*
Form of Purchase and Sale Agreement pertaining to the
Partnership's Acquisition of Local Partnership
Interests**
Form of Amended and Restated Agreement of Local Limited
Partnership of Local Partnerships**
Annual Report to Limited Partners for the year ended
March 31, 1997 (with the exception of the
information and data incorporated by reference to
Items 7 and 8 of this Annual Report on Form 10-K, no
other information or data appearing in the
Registrant's Annual Report is deemed to be filed as
part of this report) (filed herewith)
Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K
Current Report on Form 8-K dated December 19, 1996, as
filed with the Securities and Exchange Commission on
January 10, 1997, relating to Item 5 regarding the
entering into of an agreement for the sale of the
General Partner's interests in the Registrant and
certain other associated interests.
- ------------------
* Filed as an exhibit to Pre-Effective Amendment No. 1 to Form S-11
Registration Statement
(No. 33-28571) and incorporated herein by reference.
** Filed as an exhibit to Pre-Effective Amendment No. 2 to Form S-11
Registration Statement
(No. 33-28571) and incorporated herein by reference.
10
INDEPENDENT AUDITORS' REPORT ON SCHEDULES
TO THE PARTNERS OF
PRUDENTIAL-BACHE TAX CREDIT PROPERTIES L.P.
(A Delaware Limited Partnership):
In connection with our audit of the consolidated financial statements of
Prudential-Bache Tax Credit Properties L.P. and Subsidiaries included in this
Form 10-K, we have also audited supporting Schedule III for the year ended March
31, 1997. In our opinion, based on our audit and the reports of the other
auditors, the consolidated schedule presents fairly, when read in conjunction
with the related consolidated financial statements, the financial data required
to be set forth therein.
ANCHIN, BLOCK & ANCHIN LLP
CERTIFIED PUBLIC ACCOUNTANTS
New York, New York
June 11, 1997
11
PRUDENTIAL-BACHE TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
Schedule III--Real Estate and Accumulated Depreciation
March 31, 1997
Column A Column B Column C Column D Column E
- -------------------------------------------------------------------------------------------------------------------------
Gross
Amounts At
Which
Carried At
Close Of
Initial Cost Period(5)
--------------------------- Costs Capitalized ----------
Buildings Subsequent to Acquisition(7)
- ------------------------- ------------ and -------------------------------
Description (4)(6) Encumbrances Land Improvements Improvements Carrying Costs Land
- ------------------------- ------------ ---------- ------------ ------------ -------------- ----------
Apartment Complexes:
RMB Limited
Partnership(1)
(Hubbard's Ridge)
Garland, TX $ 1,934,623 $ 107,237 $ 965,136 $ 3,732,973 $ 185,180 $ 107,237
Cutler Canal II
Associates, Ltd.(2)
Miami, FL 5,982,895 807,071 1,388,350 8,861,278 67,728 807,071
Diamond Street Venture(3)
Philadelphia, PA 3,017,829 9,729 234,465 2,352,712 273,218 9,729
Papillion Heights
Apartments L.P.(1)
Papillion, NE 1,033,084 63,329 1,816,598 255,218 66,552 63,329
Hill Top Homes
Apartments L.P.(1)
Arlington, TX 3,643,632 553,841 3,690,150 3,542,729 316,368 553,841
Palm Beach Apartments,
Ltd.(1)
(Summer Creek Villas)
West Palm Beach, FL 26,614,668 2,396,876 10,578,563 25,557,883 1,876,795 2,396,876
Brookland Park Plaza
L.P.(1)
Richmond, VA 2,499,200 50,000 109,850 5,907,565 376,165 50,000
Compton Townhouses
L.P.(1)
Cincinnati, OH 1,373,097 17,550 476,708 1,923,171 28,203 17,550
------------ ---------- ------------ ------------ -------------- ----------
$46,099,028 $4,005,633 $19,259,820 $52,133,529 $3,190,209 $4,005,633
------------ ---------- ------------ ------------ -------------- ----------
------------ ---------- ------------ ------------ -------------- ----------
Column E Column F Column G Column H Column I
------------------------- ------------ ------------- ---------- ------------------------
Gross Amounts At Which Life on which
Carried At Close Of Period(5) Depreciation in
---------------------------- Date Latest Consolidated
Buildings and Accumulated Construction Date Statement of Operations
Description (4)(6) Improvements Total Depreciation Completed Acquired is computed
- ------------------------- ------------ ----------- -------------- ------------- ---------- ------------------------
Apartment Complexes:
RMB Limited
Partnership(1)
(Hubbard's Ridge)
Garland, TX $ 4,883,289 $ 4,990,526 $1,192,388 5/90 12/89 30
Cutler Canal II
Associates, Ltd.(2)
Miami, FL 10,317,356 11,124,427 1,573,623 1/91 1/90 40
Diamond Street Venture(3)
Philadelphia, PA 2,860,395 2,870,124 789,098 12/90 1/90 40
Papillion Heights
Apartments L.P.(1)
Papillion, NE 2,138,318 2,201,647 398,418 12/90 4/90 27.5
Hill Top Homes
Apartments L.P.(1)
Arlington, TX 7,549,247 8,103,088 1,254,076 12/90 6/90 30
Palm Beach Apartments,
Ltd.(1)
(Summer Creek Villas)
West Palm Beach, FL 38,013,241 40,410,117 5,934,623 8/91 6/90 40
Brookland Park Plaza
L.P.(1)
Richmond, VA 6,393,630 6,443,630 1,491,822 12/90 7/90 27.5
Compton Townhouses
L.P.(1)
Cincinnati, OH 2,428,082 2,445,632 649,784 6/92 1/92 40
------------ ----------- -----------
$74,583,558 $78,589,191 $13,283,832
------------ ----------- -----------
------------ ----------- -----------
(1) First mortgage
(2) Includes first and second mortgages
(3) Includes first, second and third mortgages
(4) At March 31, 1997, the Registrant holds a 66.5% interest in the Local
Partnership of Summer Creek Villas, a 98% interest in Hubbard's Ridge, Hill
Top Homes and Compton Townhouses and a 98.99% interest in Cutler Canal II,
Diamond Street, Papillion Heights and Brookland Park Plaza.
(5) The cost basis of Land and Buildings and Improvements for federal income tax
purposes as of December 31, 1996 is $80,495,274.
(6) The Registrant believes the properties are adequately insured.
(7) Costs Capitalized Subsequent to Acquisition include a write-down of
$2,700,000 for Diamond Street Venture recorded as of March 31, 1995.
12
PRUDENTIAL-BACHE TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
SCHEDULE III--Real Estate and Accumulated Depreciation
(Continued)
Year ended March 31
---------------------------------------------
1997 1996 1995
----------- ----------- ---------------
NOTE A--RECONCILIATIONS
AMOUNT AT WHICH REAL ESTATE IS CARRIED:
Balance at beginning of period......................... $78,589,191 $78,589,191 $81,195,661
Additions (deductions) during the period
Improvements...................................... -- -- 93,530
Write-downs during year (1)....................... -- -- (2,700,000)
----------- ----------- ---------------
Balance at end of period............................... $78,589,191 $78,589,191 $78,589,191
----------- ----------- ---------------
----------- ----------- ---------------
ACCUMULATED DEPRECIATION:
Balance at beginning of period......................... $11,073,281 $ 8,863,867 $ 6,594,015
Depreciation...................................... 2,210,551 2,209,414 2,269,852
----------- ----------- ---------------
Balance at end of period............................... $13,283,832 $11,073,281 $ 8,863,867
----------- ----------- ---------------
----------- ----------- ---------------
- ---------------
(1) Refer to Notes B and D to the consolidated financial statements for
additional information.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Prudential-Bache Tax Credit Properties L.P.
By: Prudential-Bache Properties, Inc.
A Delaware corporation, General Partner
By: /s/ Eugene D. Burak Date: June 30, 1997
----------------------------------------
Eugene D. Burak
Vice President and Chief Accounting
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities (with respect to the General Partner) and on
the dates indicated.
By: Prudential-Bache Properties, Inc.
A Delaware corporation, General Partner
By: /s/ Brian J. Martin Date: June 30, 1997
----------------------------------------
Brian J. Martin
President, Chief Executive Officer,
Chairman of the Board of Directors and
Director
By: /s/ Barbara J. Brooks Date: June 30, 1997
----------------------------------------
Barbara J. Brooks
Vice President-Finance and Chief
Financial Officer
By: /s/ Eugene D. Burak Date: June 30, 1997
----------------------------------------
Eugene D. Burak
Vice President
By: /s/ Frank W. Giordano Date: June 30, 1997
----------------------------------------
Frank W. Giordano
Director
By: /s/ Nathalie P. Maio Date: June 30, 1997
----------------------------------------
Nathalie P. Maio
Director
14