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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995 Commission File No. 0-15940
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2593067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
280 DAINES STREET, BIRMINGHAM, MICHIGAN 48009
(Address of principal executive offices) (Zip Code)
(810) 645-9261
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
$1,000 per unit, units of limited partnership interest
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 [ ]
As of March 1, 1996, 30,000 units of limited partnership interest of the
registrant were outstanding and the estimated aggregate market value of the
units as of such date (based on a 1996 appraisal of Partnership properties)
held by non-affiliates was approximately $43,110,400.
DOCUMENTS INCORPORATED BY REFERENCE
SEE ITEM 14.
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PART I
ITEM 1. BUSINESS
General Development of Business
Uniprop Manufactured Housing Communities Income Fund, a Michigan
Limited Partnership (the "Partnership"), acquired, maintains, operates and
ultimately will dispose of income producing residential real properties
consisting of four manufactured housing communities (the "Properties"). The
Partnership was organized and formed under the laws of the State of Michigan on
May 16, 1985. Its principal offices are located at 280 Daines Street,
Birmingham, Michigan 48009 and its telephone number is (810) 645-9261.
The Partnership filed an S-11 Registration Statement (Registration No.
2-98180) in June 1985 which was declared effective by the Securities and
Exchange Commission on September 24, 1985. The Partnership thereafter offered
a maximum of 30,000 units of limited partnership interest representing capital
contributions by the limited partners to the Partnership of $1,000 per unit
(the "Units"). The sale of all 30,000 Units was completed in March, 1986
generating $30 million of contributed capital to the Partnership.
On February 10, 1986, the Partnership acquired Aztec Estates, a
645-space manufactured housing community in Margate, Florida and Kings Manor, a
314-space manufactured housing community in Ft. Lauderdale, Florida. On March
4, 1986, the Partnership acquired Old Dutch Farms, a 293-space manufactured
housing community in Novi, Michigan. On March 27, 1986, the Partnership
acquired The Park of the Four Seasons, a 572-space manufactured housing
community in Blaine, Minnesota.
The Partnership operates the Properties as manufactured housing
communities with the primary investment objectives of: (1) obtaining net cash
from operations; (2) obtaining capital appreciation; and (3) preserving
capital. There can be no assurance that such objectives can be achieved.
Financial Information About Industry Segment
The Partnership's business and only industry segment is the operation
of its four manufactured housing communities. Partnership operations commenced
in February 1986 upon the acquisition of the first two Properties. The
Partnership's first full year of operations was the fiscal year ended December
31, 1987. For a description of the Partnership's revenues, operating profit
and assets, please refer to Items 6 and 8.
Narrative Description of Business
General
The Properties were selected from 23 manufactured housing communities
then owned by affiliates of P.I. Associates Limited Partnership, a Michigan
limited partnership,
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the General Partner (the "General Partner") of the Partnership.
The Partnership rents space in the Properties to owners of manufactured homes
thereby generating rental revenues. It is intended that the Partnership will
hold the Properties for extended periods of time, originally anticipated to be
seven to ten years after their acquisition, although a Property may be disposed
of earlier or later, if in the opinion of the General Partner, it is in the
best interest of the Partnership to do so. The determination of whether a
particular Property should be disposed of will be made by the General Partner
only after consultation with Manufactured Housing Services Inc. (the
"Consultant") and after consideration of relevant factors, including, current
operating results of the particular Property, prevailing economic conditions
and with a view to achieving maximum capital appreciation to the Partnership
considering relevant tax consequences and the Partnership's investment
objectives.
Competition
The business of owning and operating residential manufactured housing
communities is highly competitive, and the Partnership may be competing with a
number of established companies having greater financial resources. Moreover,
there has been a trend for manufactured housing community residents to purchase
(where zoning permits) their manufactured homesites on a collective basis. This
trend may result in increased competition with the Partnership for tenants. In
addition, the General Partner, its affiliates or both, has participated, and
may in the future participate, directly or through other partnerships or
investment vehicles in the acquisition, ownership, development, operation and
sale of projects which may be in direct competition with one or more of the
Properties.
Each of the Properties competes with numerous similar facilities
located in its geographic area. The Margate/Fort Lauderdale area contains
approximately 15 communities offering approximately 6,165 housing sites
competing with Aztec Estates. The Davie/Fort Lauderdale area contains
approximately seven communities offering approximately 3,483 housing sites
competing with Kings Manor. Park of the Four Seasons competes with
approximately 11 communities offering approximately 3,031 housing sites. Old
Dutch Farms competes with approximately eight communities offering
approximately 3,652 housing sites. The Properties also compete against other
forms of housing, including apartment and condominium complexes.
Governmental Regulations
The Properties owned by the Partnership are subject to certain state
regulations regarding the conduct of the Partnership operations. For example,
the State of Florida regulates agreements and relationships between the
Partnership and the residents of Aztec Estates and Kings Manor. Under Florida
law, the Partnership is required to deliver
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to new residents of those Properties a prospectus describing the
Property and all tenant rights, Property rules and regulations, and changes to
Property rules and regulations. Florida law also requires minimum lease terms,
requires notice of rent increases, grants to tenant associations certain rights
to purchase the community if being sold by the owner and regulates other
aspects of the management of such properties. The Partnership is required to
give 90 days notice to the residents of Florida properties of any rate
increase, reduction in services or utilities or change in rules and
regulations. If a majority of the residents object to such changes as
unreasonable, the matter must be submitted to the Florida Department of
Business Regulations for mediation prior to any legal adjudication of the
matter. In addition, if the Partnership seeks to sell Florida Properties to
the general public, it must notify any homeowners association for the
residents, and the association shall have the right to purchase the Property
for the price, terms and conditions being offered to the public within 45 days
of notification by the owner. If the Partnership receives an unsolicited bona
fide offer to purchase the Property from any party that it is considering or
negotiating, it must notify any such homeowners association that it has
received an offer, state to the homeowners association the price, terms and
conditions upon which the Partnership would sell the Property, and consider
(without obligation) accepting an offer from the homeowners association. The
Partnership has, to the best of its knowledge, complied in all material
respects with all requirements of the States of Florida, Michigan and
Minnesota, where its operations are conducted.
Employees
The Partnership employs three part-time employees to perform
Partnership management and investor relations services. The Partnership
retains an affiliate, Uniprop, Inc., as the property manager for each of its
Properties. Uniprop, Inc. is paid a fee equal to the lesser of 5% of the annual
gross receipts from each of the Properties or the amount which would be payable
to unaffiliated third parties for comparable services. Uniprop, Inc. retains
local managers on behalf of the Partnership at each of the Properties. Salaries
and fringe benefits of such local managers are paid by the Partnership and are
not included in any property management fee payable to Uniprop, Inc. Local
managers are employees of the Partnership and are paid semi-monthly. The yearly
salaries and expenses for local managers range from $20,000 to $40,000. Local
managers have no direct management authority, make no decisions regarding
operations and act only in accordance with instructions from the property
manager. They are utilized by the Partnership to provide on-site maintenance
and administrative services. Uniprop, Inc., as property manager, has overall
management authority for each Property.
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ITEM 2. PROPERTIES
The Partnership purchased all four manufactured housing communities for
cash and the Properties are unencumbered, except for normal zoning, building
and use restrictions for properties of that kind. Each of the Properties is a
modern manufactured housing community containing lighted and paved streets,
side-by-side off-street parking and complete underground utility systems. The
Properties consist of only the underlying real estate and improvements, not the
actual homes themselves. Each of the Properties has a community center which
includes offices, meeting rooms and game rooms. Each of the Properties, except
Old Dutch Farms, has a swimming pool and tennis courts.
Overall, as illustrated in the table below, the Properties reported, as
of December 31, 1995, a combined occupancy of 95.1% and an average monthly
homesite rent of $362.
CURRENT CURRENT
PROPERTY NAME YEAR NUMBER OF OCCUPIED OCCUPANCY AVERAGE
AND LOCATION CONSTRUCTED ACREAGE SITES SITES LEVELS RENTS
------------ ----------- ------- -------- -------- --------- -------
Aztec Estates
Sundial Circle
Margate, FL 1970 100 645 619 95.9% $395
Kings Manor
State Road 84
& Flamingo Road
Ft. Lauderdale, FL 1972 45 314 303 96.5 $372
Park of the Four
Seasons
University Avenue
Blaine, MN 1972 107 572 529 92.5 $312
Old Dutch Farms
Novi Road
Novi, MI 1972 47 293 284 96.9 $371
Total on
12/31/95 1,824 1,735 95.1% $362
12/31/94 1,824 1,732 94.8% $352
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ITEM 3. LEGAL PROCEEDINGS
In the opinion of the Partnership and its legal counsel, there are no
material legal proceedings pending except such ordinary routine matters as are
incident to the kind of business conducted by the Partnership. To the knowledge
of the Partnership and its counsel, no legal proceedings have been instituted or
are being contemplated by any governmental authority against the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The voting privileges of the limited partners are restricted to certain
matters of fundamental significance to the Partnership. The limited partners
must approve certain major decisions of the General Partner if the General
Partner proposes to act without the approval of the Consultant. The limited
partners also have a right to vote upon removal and replacement of the General
Partner, dissolution of the Partnership, material amendments to the partnership
agreement and the sale or other disposition of all or substantially all of the
Partnership's assets, except in the ordinary course of the Partnership's
disposing of the Properties. There have been no matters submitted to a vote of
the limited partners during the last fiscal year.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
There is no established public trading market for the Units and it is
not anticipated that one will ever develop. During the last two years, less
than two percent of the Units have been transferred each year, excluding
transfers on account of death or intra-family transfers. The Partnership
believes there is no secondary market, or the substantial equivalent thereof,
and none will develop.
The General Partner calculates the estimated net asset value of each
Unit by dividing (i) the amount of distributions that would be made to the
limited partners in the event of the current sale of the Properties at their
current appraised value, less sales expenses (but without consideration to tax
consequences of the sale), by (ii) 30,000. In March, 1996, the Properties were
appraised at an aggregate fair market value of $51,400,000. Assuming a sale of
the four properties in March 1996, at the appraised value, less payment of
selling expenses, the contingent purchase price due to sellers, and after the
80/20% split of sale or financing proceeds with the General Partner, the net
aggregate proceeds available for distribution to the limited partners is
estimated to be $43,110,400 or $1,437 per unit. There can be no assurance that
the estimated net asset value could ever be realized. As of March 1st, 1996,
the Partnership had approximately 2,720 limited partners holding Units.
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ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes selected financial data for Uniprop
Manufactured Housing Communities Income Fund, a Michigan Limited Partnership,
for the periods ended December 31, 1995, 1994, 1993, 1992 and 1991:
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED ENDED ENDED ENDED ENDED
DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER
31, 1995 31, 1994 31, 1993 31, 1992 31, 1991
----------- ---------- ----------- ----------- -----------
Total Assets $21,822,565 $22,113,778 $22,701,925 $23,252,126 $24,023,851
=========== =========== =========== =========== ===========
Income $ 7,502,221 $ 7,321,328 $ 6,997,507 $ 6,700,706 $ 6,479,777
Expenses (4,513,031) (4,436,966) (4,292,755) (3,910,512) (3,586,546)
----------- ----------- ------------ ----------- ----------
Net Income $ 2,989,190 $ 2,884,362 $ 2,704,752 $ 2,790,194 $ 2,893,231
=========== =========== =========== =========== ===========
Distributions to
Limited Partners,
per Unit $100 $100 $100 $100 $100
Income per Unit:
Class A $69 $69 $68 $69 $70
Class B $100 $100 $100 $100 $100
Weighted average
number of Units
outstanding:
Class A 20,230 20,230 20,230 20,230 20,230
Class B 9,770 9,770 9,770 9,770 9,770
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
Liquidity
The Partnership has, since inception, generated adequate amounts of cash
to meet its operating needs. The Partnership retains cash reserves which it
considers adequate to maintain the Properties. All funds in excess of the
operating needs and cash reserves have been distributed to the Partners,
quarterly. While the Partnership is not required to maintain a working capital
reserve, the Partnership has not distributed all the cash generated from
operations in order to build cash reserves. For the year ended December 31,
1995 the Partnership added $178,017 to reserves. The amount of any funds placed
in reserves is at the discretion of the General Partner. The Partnership
expects to
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generate adequate amounts of cash to meet its operating needs during
the next fiscal year.
On August 24, 1994, the Partnership obtained a $200,000 line of credit
with Comerica Bank. On June 1, 1995, the line was increased to $400,000 to add
additional models. This is a result of the existing homes being purchased
quickly. Proceeds from the line of credit are being used to purchase new and
used manufactured homes for resale in the communities owned by the Fund. As of
December 31, 1995, the outstanding balance was $343,210.
Capital Resources
The capital formation phase of the Partnership began on February 10,
1986, when Aztec Estates and Kings Manor were purchased by the Partnership and
operations commenced. On March 4, 1986, and March 27, 1986, Old Dutch Farms and
Park of the Four Seasons were purchased, respectively. From the $30,000,000
capital raised from the sale of the Units, $26,400,000 was used to purchase the
four Properties after deducting sales commissions, advisory fees and other
organization and offering costs. The Partnership had no capital expenditure
commitments as of December 31, 1995 and does not anticipate any during the next
fiscal year.
Results of Operations
a. Distributions
During the years ended December 31, 1995, 1994 and 1993, cash generated
by operations, and available for distribution, was $3,773,017, $3,652,772 and
$3,461,959 respectively. For the years ended December 31, 1995, 1994 and 1993,
respectively, the Partnership made distributions to limited partners equal, on
an annualized basis, to 10% of their original capital contributions. These
distributions totaled $3,000,000 in each year. The General Partner received
distributions totaling $595,000, $400,000 and $600,000 during the same periods.
No distributions made to the limited partners to date constitute, in whole or in
part, a return of their capital contributions.
b. Net Income
For the years ended December 31, 1995, 1994 and 1993 net income was
$2,989,190, $2,884,362 and $2,704,752 on total revenues of $7,502,221,
$7,321,328 and $6,997,507.
Net income plus depreciation and amortization less distributions to all
Partners was $178,017, $252,772 and $(138,041), for the same periods. This
fluctuation results from differences in the timing of distributions to the
Partners and the fact that the Partnership had established cash reserves when
deemed necessary from time to time.
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c. Partnership Management
Net expenses for the management of the Partnership (i.e. gross expenses
for such management, less transfer fees, interest on reserves and interest on
funds awaiting distribution) were $249,760 in 1995, $266,907 in 1994 and
$343,633 in 1993. The decrease in Partnership management expenses in 1995
versus 1994 was due to higher legal expenses.
d. Property Operations
Overall, the four Properties had a combined average occupancy of 95.1%
(1,735/1,824 sites) as of December, 1995; 94.8% as of December, 1994; and 94.9%
as of December, 1993. The average collected monthly rent as of December, 1995
was approximately $362 per homesite versus $352 as of December, 1994 and $337 as
of December, 1993, an increase each year of 2.8% and 4.4%, respectively.
During the 1995, 1994 and 1993 fiscal years, the Properties generated a
net operating income of $4,253,489 or 56.7% of total revenues; $4,140,507 or
56.6% of total revenues; and $3,975,678 or 56.8% of total revenues,
respectively. Net operating income is computed before deduction of (i) certain
non-recurring expenses of $230,712, $335,243 and $170,086, respectively, and
(ii) depreciation and amortization of $783,827, $768,410, and $757,207. The
large increase in non-recurring expense between 1994 and 1993 was the result of
required capital improvements to the sewage treatment facility at Old Dutch
Farms in Novi, MI.
Aztec Estates, in Margate, Florida, had an occupancy of 95.9% (619/645
sites) as of December, 1995 compared to 98.4% as of December, 1994 and 98.9% in
1993. The average rent in December, 1995 was $395 per homesite versus $385 in
December, 1994 and $363 in December, 1993, an increase each year of 2.6% and
6.0%, respectively.
The property's 1995 net operating income of $1,614,553 represented 53.7%
of revenues versus $1,559,113 or 51.9% of revenues in 1994, and $1,543,235 or
54.2% of revenues in 1993. The increase in net operating income from 1994 to
1995 was due to higher average rents and lower operating expenses.
Kings Manor, in Fort Lauderdale, Florida, had an occupancy of 96.5%
(303/314 sites) as of December, 1995 compared to 99.0% as of December, 1994 and
99.0% in 1993. The average rent in December, 1995 was $372 per homesite versus
$354 in December 1994 and $334 in December, 1993, an increase each year of 5.1%
and 6.0% respectively.
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The property's 1995 net operating income of $821,053 represented 60.6%
of revenues, versus $781,390 or 59.5% in 1994, and $701,322 or 59.1% in 1993.
The increase in income was the result of higher rental income.
Old Dutch Farms, in Novi, Michigan, had an occupancy of 96.9% (284/293
sites) as of December, 1995 compared to 94.2% in 1994 and 99.0% in 1993. The
average rent in December, 1995 was $371 per homesite versus $359 in December,
1994 and $345 in December, 1993, an increase each year of 3.3% and 4.1%,
respectively.
The property's 1995 net operating income of $731,943 represented 61.5%
of revenues, versus $744,447 or 64.3% in 1994, and $721,439 or 63.0% in 1993.
The decrease in income was the result of higher operating expenses.
The Park of the Four Seasons, in Blaine, Minnesota, had an occupancy of
92.5% (529/572 sites) as of December, 1995 compared to 88.6% in 1994 and 86.2%
in 1993. The average rent in December, 1995 was $312 per homesite versus $306
in December, 1994 and $302 in December, 1993, an increase each year of 2.0% and
1.3%, respectively.
The property's 1995 net operating income of $1,085,940 represented 56.1%
of revenues versus $1,055,557 or 56.3% in 1994, and $1,009,682 or 55.9% in 1993.
The increase in net operating income from 1994 to 1995 was primarily due to
reduced operating expenses and increased rental rates. Vacancy in the area is
still greater than 10% and the Partnership will continue offering some rental
incentives during 1996.
In 1996 and for the foreseeable future, the Partnership expects to meet
its expenditures from operating revenues and to distribute excess cash flow,
after retention of an adequate cash reserve, to its partners.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Partnership's financial statements for the fiscal years ended
December 31, 1995, 1994 and 1993, and supplementary data are filed with this
Report under Item 14.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in the Partnership's independent public
accountants nor have there been any disagreements during the past two fiscal
years.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership, as an entity, does not have any officers or directors.
The General Partner of the Partnership is P.I. Associates Limited Partnership.
P.I. Associates is a Michigan limited partnership and its general partner is
Paul M. Zlotoff.
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Information concerning Mr. Zlotoff's age and principal occupations
during the last five years or more is as follows:
Paul M. Zlotoff, 46, is and has been an individual general partner of
P.I. Associates since its inception in May 1985. Mr. Zlotoff became the
Chairman and Chief Executive Officer of Uniprop, Inc. in May 1986 and has been
its President since 1979. He is also an individual general partner of Genesis
Associates Limited Partnership, the general partner of Uniprop Manufactured
Housing Communities Income Fund II, a public limited partnership which owns and
operates nine manufactured housing communities. Mr. Zlotoff currently, and in
the past, has acted as the general partner for various other limited
partnerships owning manufactured home communities, as well as some commercial
properties.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no executive officers and therefore, no officers
received a salary or remuneration exceeding $100,000 during the last fiscal
year. The General Partner of the Partnership and an affiliate, Uniprop, Inc.,
received certain compensation and fees during the fiscal year in the amounts
described in Item 13. The Partnership anticipates that it will provide similar
compensation to the General Partner and Uniprop, Inc. during the next fiscal
year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Partnership is a limited partnership formed pursuant to the Michigan
Uniform Limited Partnership Act, as amended. The General Partner, P.I.
Associates Limited Partnership, is vested with full authority as to the general
management and supervision of the business and other affairs of the Partnership,
subject to certain constraints in the partnership agreement and consulting
agreement. Limited partners have no right to participate in the management of
the Partnership and have limited voting privileges only on certain matters of
fundamental significance. No person owns of record or beneficially, more than
five percent of the Partnership's Units.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following discussion describes all of the types of compensation,
fees or other distributions paid by the Partnership or others to the General
Partner or its affiliates from the operations of the Partnership during the last
fiscal year, as well as certain of such items which may be payable during the
next fiscal year. Certain of the following arrangements for compensation and
fees were not determined by arm's length negotiations between the General
Partner, its affiliates and the Partnership.
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Paul M. Zlotoff has an interest in the sellers of all the Properties
acquired by the Partnership and may be entitled to share in a contingent
purchase price with respect to each Property, when and if the Properties are
sold and the sellers become entitled thereto. The maximum amounts which could
be payable to the sellers are as follows: Aztec Estates, $1,374,323; Kings
Manor, $529,724; Park of the Four Seasons, $1,113,594; and Old Dutch Farms,
$452,359. The contingent purchase price for each Property was determined by
reference to the average of two independent real estate appraisals which were
obtained by the General Partner. Such appraisals are only estimates of value
and are not necessarily indicative of the actual real estate value. Each seller
will become entitled to any unpaid contingent purchase price upon the sale,
financing or other disposition of one or more Properties, but, only after the
receipt by each limited partner of any shortfall in his 9% cumulative preferred
return plus the return of his adjusted capital contribution. The actual amounts
to be received, if any, will depend upon the results of the Partnership's
operations and the amounts received upon the sale, financing or other
disposition of the Properties and are not determinable at this time. The
Partnership does not anticipate any such amount will become payable during the
next fiscal year.
The Partnership paid and will pay an incentive management interest to
the General Partner for managing the Partnership's affairs, including:
determining distributions, negotiating agreements, selling or financing
properties, preparing records and reports, and performing other ongoing
Partnership responsibilities. This incentive management interest could be up to
20% of the net cash from operations (cash revenues less cash operating expenses
and specified reserves) in any taxable year. However, in each taxable year the
General Partner's right to receive any net cash from operations is subordinated
to the extent necessary to first provide each limited partner his 10% preferred
return plus any shortfall in his 9% cumulative preferred return. During the
last fiscal year, the General Partner was entitled to an incentive management
interest of $773,017. The actual amount of incentive management interest paid
to the General Partner during 1995 was $595,000. The actual amount to be
received during the next fiscal year will depend upon the results of the
Partnership's operations and is not determinable at this time. The General
Partner also has a right to receive 20% of any sale or financing proceeds
remaining after each limited partner has received an amount equal to any
shortfall in his 9% cumulative preferred return, plus the return of his adjusted
capital contribution.
Uniprop, Inc., an affiliate of the General Partner, received and will
receive property management fees for each Property managed by it. Uniprop,
Inc. is primarily responsible for the day-to-day management of the Properties
and for the payment of the costs of operating each Property out of the rental
income collected. The property management fees are equal to the lesser of 5%
of the annual gross receipts from the Properties managed by Uniprop, Inc., or
the amount which would be payable to an unaffiliated third party for comparable
services. During the last fiscal year, Uniprop, Inc. received the following
property management fees totaling $371,984: Aztec Estates, $149,006; Kings
Manor, $67,569; Old Dutch Farms, $59,149; and Park of the Four Seasons,
$96,260. In addition, certain employees of the Partnership are also employees
of affiliates of the General Partner. During the last fiscal year, these
employees received an aggregate of $105,798 for performing local property
management, data processing and investor
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relations services for the Partnership. The actual amounts to be received
during the next fiscal year will depend upon the results of the Partnership's
operations and are not determinable at this time.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements
The following financial statements and related documents are filed with
this Report:
(1) Report of Independent Certified Public Accountants
(2) Balance Sheets as of December 31, 1995 and 1994 and
Statements of Income for the fiscal years ended
December 31, 1995, 1994 and 1993
(3) Statements of Partners' Equity for the fiscal years
ended December 31, 1995, 1994 and 1993
(4) Statements of Cash Flows for the fiscal years ended
December 31, 1995, 1994 and 1993
(5) Schedule III - Real Estate and Accumulated
Depreciation for the fiscal years ended December 31,
1995, 1994 and 1993
(b) Reports on Form 8-K
The Partnership did not file any Forms 8-K during the fourth quarter of
1995.
(c) Exhibits
The following exhibits are incorporated by reference to the S-11
Registration Statement of the Partnership filed June 4, 1985, as amended on
August 1, 1985 and September 11, 1985:
3(a) Amended Certificate of Limited Partnership for the Partnership
3(b) Agreement of Limited Partnership for the Partnership
10(a) Form of Management Agreement between the Partnership and
Uniprop, Inc.
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10(b) Form of Consulting Agreement between the Partnership, the
General Partner and Consultant
The following exhibits are incorporated by reference to the Form 10-K
for fiscal year ended December 31, 1992.
3(c) Certificate of Amendment to the Certificate of Limited
Partnership for the Partnership (originally filed with Form
10-Q for the fiscal quarter ended June 30, 1986).
4 Form of Certificate of Limited Partnership Interest in the
Partnership (originally filed with Form 10-K for the fiscal
year ended December 31, 1986)
10(c) Contingent Purchase Price Agreement between the Partnership,
Aztec Estates
10(d) Contingent Purchase Price Agreement between the Partnership
and O.D.F. Mobile Home Park (originally filed with Form 10-K
for the fiscal year ended December 31, 1987)
10(e) Contingent Purchase Price Agreement between the Partnership
and The Park of the Four Seasons (originally filed with Form
10-K for the fiscal year ended December 31, 1987)
The following exhibit is attached to this Report:
27 Financial Data Schedule
28 Letter summary of the estimated fair market values of the
Partnership's four manufactured housing communities, as of
March 23, 1996.
(d) Other Financial Statements
There are no other financial statements required by the instructions
contained in Regulation S-X or, the information is included elsewhere in the
financial statements or the notes thereto.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Uniprop Manufactured Housing Communities Income Fund, a
Michigan Limited Partnership, has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Uniprop Manufactured Housing Communities
Income Fund, a Michigan Limited Partnership
BY: P.I. Associated Limited Partnership,
General Partner
Dated: March 29, 1996 BY: /s/ Paul M. Zlotoff
----------------------------------------
Paul M. Zlotoff, General Partner
-15-
16
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Uniprop Manufactured Housing
Communities Income Fund
(a Michigan limited partnership)
We have audited the accompanying balance sheets of Uniprop Manufactured Housing
Communities Income Fund (a Michigan limited partnership), as of December 31,
1995 and 1994, and the related statements of income, partners' equity and cash
flows for each of the three years in the period ended December 31, 1995. We
have also audited the schedule listed under Item 14 of Form 10-K. These
financial statements and the schedule are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements and the schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the schedule
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements and the schedule. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements and the
schedule. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Uniprop Manufactured Housing
Communities Income Fund at December 31, 1995 and 1994 and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.
Also, in our opinion, the schedule listed under Item 14 of Form 10-K presents
fairly, in all material respects, the information set forth therein.
BDO SEIDMAN, LLP
Troy, Michigan
February 9, 1996
17
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
BALANCE SHEETS
- ---------------------------------------------------------------------------------------------------------------
December 31, 1995 1994
- ---------------------------------------------------------------------------------------------------------------
ASSETS
PROPERTY AND EQUIPMENT
Buildings and improvements $22,087,145 $22,033,371
Land 5,280,000 5,280,000
Manufactured homes and improvements 412,052 343,336
Furniture and equipment 98,320 98,320
- ---------------------------------------------------------------------------------------------------------------
27,877,517 27,755,027
Less accumulated depreciation 7,214,093 6,430,266
- ---------------------------------------------------------------------------------------------------------------
NET PROPERTY AND EQUIPMENT 20,663,424 21,324,761
Cash 468,664 373,168
Other assets (Note 2) 690,477 415,849
- ---------------------------------------------------------------------------------------------------------------
$21,822,565 $22,113,778
===============================================================================================================
LIABILITIES AND PARTNERS' EQUITY
Line of credit (Note 3) $ 343,210 $ 135,000
Accounts payable 170,213 91,916
Other liabilities (Note 4) 973,542 945,452
- ---------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 1,486,965 1,172,368
- ---------------------------------------------------------------------------------------------------------------
PARTNERS' EQUITY
Class A limited partners 12,064,399 12,687,620
Class B limited partners 8,874,775 8,874,775
General partner (603,574) (620,985)
- ---------------------------------------------------------------------------------------------------------------
TOTAL PARTNERS' EQUITY 20,335,600 20,941,410
- ---------------------------------------------------------------------------------------------------------------
$21,822,565 $22,113,778
===============================================================================================================
See accompanying notes to financial statements.
18
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
STATEMENTS OF INCOME
- ----------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------
INCOME
Rental $ 7,183,229 $ 6,999,810 $ 6,727,814
Interest 28,057 28,289 19,530
Other 290,935 293,229 250,163
- ----------------------------------------------------------------------------------------------------------------
7,502,221 7,321,328 6,997,507
- ----------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Property operations 2,252,437 2,094,276 2,060,628
Administrative (Note 5) 665,407 711,692 697,240
Depreciation 783,827 768,410 757,207
Property taxes 811,360 862,588 777,680
- ----------------------------------------------------------------------------------------------------------------
4,513,031 4,436,966 4,292,755
- ----------------------------------------------------------------------------------------------------------------
NET INCOME $ 2,989,190 $ 2,884,362 $ 2,704,752
================================================================================================================
INCOME PER LIMITED PARTNERSHIP
UNIT (Note 7)
Class A $ 69 $ 69 $ 68
Class B $ 100 $ 100 $ 100
DISTRIBUTIONS PER LIMITED
PARTNERSHIP UNIT (Note 7)
Class A $ 100 $ 100 $ 100
Class B $ 100 $ 100 $ 100
NUMBER OF LIMITED PARTNERSHIP
UNITS OUTSTANDING
Class A $ 20,230 $ 20,230 20,230
Class B $ 9,770 $ 9,770 9,770
NET INCOME ALLOCABLE TO
GENERAL PARTNER $ 612,411 $ 515,457 $ 360,948
DISTRIBUTIONS ALLOCABLE TO
GENERAL PARTNER $ 595,000 $ 400,000 $ 600,000
================================================================================================================
See accompanying notes to financial statements.
19
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- ----------------------------------------------------------------------------------------------------------------
Class A Class B
General Limited Limited
Partner Partners Partners TOTAL
- ----------------------------------------------------------------------------------------------------------------
BALANCE, January 1, 1993 $ (497,390) $ 13,974,911 $ 8,874,775 $ 22,352,296
Distributions to partners (600,000) (2,023,000) (977,000) (3,600,000)
Net income for the year 360,948 1,366,804 977,000 2,704,752
- ----------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 1993 (736,442) 13,318,715 8,874,775 21,457,048
Distributions to partners (400,000) (2,023,000) (977,000) (3,400,000)
Net income for the year 515,457 1,391,905 977,000 2,884,362
- ----------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 1994 (620,985) 12,687,620 8,874,775 20,941,410
Distributions to partners (595,000) (2,023,000) (977,000) (3,595,000)
Net income for the year 612,411 1,399,779 977,000 2,989,190
- ----------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 1995 $ (603,574) $ 12,064,399 $ 8,874,775 $ 20,335,600
================================================================================================================
See accompanying notes to financial statements.
20
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
- ----------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,989,190 $ 2,884,362 $ 2,704,752
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation 783,827 768,410 757,207
Gain on disposals of property
and equipment (34,074) (31,902) 17,830
(Increase) decrease in other assets (274,628) 23,181 (2,897)
Increase (decrease) in accounts payable 78,297 (29,994) (49,518)
Increase (decrease) in other liabilities 28,090 (177,515) 394,565
- ----------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,570,702 3,436,542 3,821,939
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of property and equipment (564,061) (352,251) (427,748)
Proceeds from disposals of property
and equipment 475,645 154,868 160,190
- ----------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (88,416) (197,383) (267,558)
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS USED IN FINANCING ACTIVITIES
Distributions to partners (3,595,000) (3,400,000) (3,600,000)
Net advances under line of credit 208,210 135,000 -
- ----------------------------------------------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES (3,386,790) (3,265,000) (3,600,000)
- ----------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH 95,496 (25,841) (45,619)
CASH, at beginning of year 373,168 399,009 444,628
- ----------------------------------------------------------------------------------------------------------------
CASH, at end of year $ 468,664 $ 373,168 $ 399,009
================================================================================================================
See accompanying notes to financial statements.
21
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF ORGANIZATION AND BUSINESS
ACCOUNTING
POLICIES Uniprop Manufactured Housing Communities Income
Fund, a Michigan Limited Partnership (the
"Partnership") acquired, maintains, operates and
will ultimately dispose of income producing
residential real properties consisting of four
manufactured housing communities (the
"properties") located in Florida, Minnesota and
Michigan. The Partnership was organized and
formed under the laws of the State of Michigan on
May 16, 1985.
The general partner of the Partnership is P. I.
Associates Limited Partnership. Taxable investors
acquired 20,230 Class A units, and 9,770 Class B
units were acquired by tax exempt investors.
Depreciation is allocated only to holders of
Class A units and to the general partner.
USE OF ESTIMATES
In preparing financial statements in conformity
with generally accepted accounting principles,
management is required to make estimates and
assumptions that affect (1) the reported amounts
of assets and liabilities and the disclosure of
contingent assets and liabilities as of the date
of the financial statements, and (2) revenues and
expenses during the reporting period. Actual
results could differ from these estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of the Partnership's
financial instruments, which consist of cash, its
line of credit and accounts payable, approximate
their fair values.
22
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost.
Depreciation is provided using the straight-line
method over the following estimated useful lives:
Building and improvements 30 years
Manufactured homes and improvements 30 years
Furniture and equipment 3-10 years
Accumulated depreciation for tax purposes was
$8,324,900 and $7,472,706 as of December 31, 1995
and 1994, respectively.
INCOME TAXES
Federal income tax regulations provide that any
taxes on income of a partnership are payable by
the partners as individuals. Therefore, no
provision for such taxes has been made at the
partnership level.
2. OTHER ASSETS At December 31, 1995 and 1994, "Other assets"
included cash of $171,000 and $137,000,
respectively, in a security deposit escrow
account for two of the Partnership's properties,
as required by the laws of the state in which
they are located, which is restricted from
operating use.
3. REVOLVING The Partnership currently has a $400,000
CREDIT revolving line of credit agreement with a bank.
AGREEMENT Interest accrues on outstanding balances at 3/4%
above the bank's prime rate (prime was 8.5% at
December 31, 1995). The amounts outstanding were
$343,210 and $135,000 at December 31, 1995 and
1994, respectively.
4. OTHER Other liabilities consisted of:
LIABILITIES
December 31, 1995 1994
-----------------------------------------------------------------------------------
Tenants' security deposits $ 443,571 $ 412,940
Accrued property taxes 520,888 509,450
Other 9,083 23,062
-----------------------------------------------------------------------------------
TOTAL $ 973,542 $ 945,452
===================================================================================
23
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
5. RELATED PARTY MANAGEMENT AGREEMENT
TRANSACTIONS
The Partnership has an agreement with an
affiliate of the general partner to manage the
properties owned by the Partnership. The
management agreement is automatically renewable
annually, but may be terminated by either party
upon sixty days written notice. The property
management fee is the lesser of 5% of annual
gross receipts from the properties managed, or
the amount which would be payable to an
unaffiliated third party for comparable services.
REPORT OF FEES
During the years ended December 31, 1995, 1994
and 1993, the affiliate earned property
management fees of $371,984, $362,755, and
$348,935, respectively, as permitted in the
Agreement of Limited Partnership. These operating
expenses are included with "Administrative"
expenses in the respective statements of income.
The Partnership was owed $8,415 and $8,042 by the
affiliate at December 31, 1995 and 1994,
respectively, for overpayments made.
Certain employees of the Partnership are also
employees of affiliates of the general
partner. These employees were paid by the
Partnership the amounts of $105,798, $120,876,
and $120,205, in 1995, 1994 and 1993,
respectively, to perform local property
management and investor relations services for
the Partnership.
CONTINGENT PURCHASE PRICE
The general partner of P.I. Associates has an
interest in the sellers of all the properties
acquired by the Partnership and is entitled to
share in a contingent purchase price with respect
to each property, when and if the properties are
sold and the sellers become entitled thereto. The
actual amounts to be received, if any, will
depend upon the results of the Partnership's
operations and the amounts received upon the
sale, financing or other disposition of the
properties and are not determinable at this time.
The Partnership does not anticipate any such
amount will become payable during the next fiscal
year.
24
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
6. RECONCILIATION Year Ended December 31, 1995 1994 1993
OF FINANCIAL INCOME ----------------------------------------------------------------------------------
AND TAXABLE INCOME
Income per the financial
statements $ 2,989,190 $ 2,884,362 $ 2,704,752
Adjustments to depreciation
for difference in methods (68,563) (83,776) (112,494)
Adjustments for prepaid rent,
meals and entertainment (2,877) (457) 3,601
----------------------------------------------------------------------------------
Income Per The Partnership's
Tax Return $ 2,917,750 $ 2,800,129 $ 2,595,859
==================================================================================
7. PARTNERS' Subject to the orders of priority under certain
CAPITAL specified conditions more fully described in the
Agreement of Limited Partnership, distributions
of partnership funds and allocations of net
income from operations are principally determined
as follows:
DISTRIBUTIONS
Net cash from operations (generally defined in
the Agreement as net income plus depreciation) is
to be distributed to the limited partners until
they have received their 10% preferred return
plus any shortfall in their 9% cumulative return.
Secondly, the general partner will receive 20% of
net cash from operations. Thereafter, all
remaining net cash from operations is to be
distributed to the limited partners.
ALLOCATION OF NET INCOME
Net income is to be allocated in the same manner
as distributions except that:
a) Depreciation expense is allocated only to
the general partner and the Class A (taxable)
limited partners and,
b) In all cases, the general partner is to be a
alocated at least 1% of all Partnership
items.
Since inception, the Fund earned sufficient
cash from operations to distribute the 10%
preferred return to the limited partners and
therefore, there has been no shortfall in the 9%
cumulative return.
25
UNIPROP MANUFACTURED HOUSING
COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
Column A Column B Column C Column D Column E
- ------------- -------- ------------------------ --------------------- ---------------------------------------
Costs
Capitalized
Subsequent to Gross Amount at Which Carried
Initial Cost Acquisition at Close of Period
------------------------ --------------------- ----------------------------------------
Buildings and Buildings and Buildings and
Description Encumbrance Land Improvements Land Improvements Land Improvements Total
- ----------------------------------------------------------------------------------------------------------------------------
Aztek Estates
(Margate, FL) $ - $2,199,868 $8,799,475 $ - $103,256 $2,199,868 $8,902,731 $11,102,599
Kings Manor
(Ft. Lauderdale,
FL) - 847,923 3,391,694 - 73,524 847,923 3,465,218 4,313,141
Park of the
Four Seasons
(Blaine, MN) - 1,508,121 6,032,483 - 112,759 1,508,121 6,145,242 7,653,363
Old Dutch Farms
(Novi, MI) - 724,088 2,896,348 - 677,606 724,088 3,573,954 4,298,042
- ----------------------------------------------------------------------------------------------------------------------------
$ - $5,280,000 $21,120,000 $ - $967,145 $5,280,000 $22,087,145 $27,367,145
============================================================================================================================
Column F Column G Column H
------------ --------- ---------------
Life on Which
Depreciation in
Latest Income
Accumulated Date Statement is
Description Depreciation Acquired Computed
- --------------------------------------------------------------
Aztek Estates
(Margate, FL) $2,946,488 1986 30 years
Kings Manor
(Ft. Lauderdale,
FL) 1,141,230 1986 30 years
Park of the
Four Seasons
(Blaine, MN) 2,017,842 1986 30 years
Old Dutch Farms
(Novi, MI) 1,036,481 1986 30 years
- --------------------------------------------------------------
$7,142,041
==============================================================
26
UNIPROP MANUFACTURED HOUSING
COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO SCHEDULE III
DECEMBER 31, 1995
1. RECONCILIATION OF The following table reconciles buildings and improvements
BUILDINGS AND from January 1, 1993 to December 31, 1995:
IMPROVEMENTS
1995 1994 1993
---------------------------------------------------------------------
BALANCE, at January 1 $22,033,371 $21,869,734 $21,560,281
Additions to buildings
and improvements 53,774 163,637 309,453
---------------------------------------------------------------------
BALANCE, at December 31 $22,087,145 $22,033,371 $ 21,869,734
=====================================================================
There were no additions to land during this three-year
period.
2. RECONCILIATION The following table reconciles the accumulated
ACCUMULATED depreciation from January 1, 1993 to December 31, 1995:
OF DEPRECIATION
1995 1994 1993
---------------------------------------------------------------------
BALANCE, at January 1 $ 6,377,185 $ 5,629,867 $ 4,891,951
Current year
depreciation expense 764,856 747,318 737,916
---------------------------------------------------------------------
BALANCE, at December 31 $ 7,142,041 $ 6,377,185 $ 5,629,867
=====================================================================
3. TAX BASIS OF The aggregate cost of buildings and improvements for
BUILDINGS federal income tax purposes is equal to the cost basis
AND IMPROVEMENTS used for financial statement purposes.
27
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING PAGE
- ------ ----------- ---------------- ----
3(a) Amended Certificate of Incorporated by reference to
Limited Partnership for the the S-11 Registration
Partnership Statement of the Partnership
filed June 4, 1985, as
amended on August 1, 1985
and September 11, 1985
("Registration Statement").
3(b) Agreement of Limited Incorporated by reference to
Partnership for the the Registration Statement.
Partnership
3(c) Certificate of Amendment to Incorporated by reference to
the Certificate of Limited Form 10-K for fiscal year
Partnership for the ended December 31, 1992.
Partnership (originally filed
with Form 10-Q for the fiscal
quarter ended June 30, 1986).
4 Form of Certificate of Limited Incorporated by reference to
Partnership Interest in the Form 10-K for fiscal year
Partnership (originally filed ended December 31, 1992.
with Form 10-K for the fiscal
year ended December 31, 1986).
10(a) Form of Management Incorporated by reference to
Agreement between the the Registration Statement.
Partnership and Uniprop, Inc.
10(b) Form of Consulting Incorporated by reference to
Agreement between the the Registration Statement.
Partnership, the General
Partner and Consultant
10(c) Contingent Purchase Price Incorporated by reference to
Agreement between the Form 10-K for fiscal year
Partnership, Aztec Estates, ended December 31, 1992.
Ltd., and Kings Manor
Associates (originally filed
with Form 10-K for the fiscal
year ended December 31, 1987)
10(d) Contingent Purchase Price Incorporated by reference to
Agreement between the Form 10-K for fiscal year
Partnership and O.D.F. ended December 31, 1992.
Mobile Home Park (originally
filed with Form 10-K for the
fiscal year ended December
31, 1987)
10(e) Contingent Purchase Price Incorporated by reference to
Agreement between the Form 10-K for fiscal year
Partnership and The Park of ended December 31, 1992.
the Four Seasons (originally
filed with Form 10-K for the
fiscal year ended December
31, 1987)
27 Financial Data Schedule Filed herewith. Page 18
28 Letter summary of the Filed herewith. Page 19
estimated fair market values
of the Partnership's four
manufactured housing
communities, as of March 1,
1996