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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-24920
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
ILLINOIS 36-3894853
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
(Address of Principal Executive Offices) (Zip Code)
(312) 474-1300
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
----------------
Securities registered pursuant to Section 12(g) of the Act: None
----------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ________
-------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the 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. [ ]
DOCUMENTS INCORPORATED BY REFERENCE
Part II incorporates by reference the Registrant's Current Report on Form 8-K
dated March 1, 1996 and filed on March 7, 1996.
Part III incorporates by reference the Equity Residential Properties Trust
Annual Report on Form 10-K for the year ended December 31, 1996 relating to Part
III, Item 11. Executive Compensation.
Part IV incorporates by reference the following exhibits as filed with the
Equity Residential Properties Trust's Form S-11 on May 21, 1993 (Registration
No. 33-63158) and as amended thereafter: Exhibits 2.1, 2.2, 10.1, 10.1A, 10.12
and 10.14.
Part IV incorporates by reference the following exhibits as filed with the
Equity Residential Properties Trust's Form S-11 on November 23, 1993
(Registration No. 33-72080) and as amended thereafter: Exhibits 10.15, 10.15A,
10.16 and 10.16A.
Part IV incorporates by reference the following exhibits as filed with the
Registrant's Form 10 on October 7, 1994 (Registration No. 0-24920) and as
amended thereafter: Exhibits 4.1, 4.2, 10.1B, 10.13, 10.17 and 10.18.
Part IV incorporates by reference the following exhibit as filed with the
Registrant's Form 10-Q for the quarter ended September 30, 1995 on November 9,
1995 and as amended thereafter: Exhibit 10.1C.
Part IV incorporates by reference the following exhibit as filed with the
Registrant's Form 10-K for the year ended December 31, 1996 on March 18, 1996
and as amended thereafter: Exhibit 4.3.
2
ERP OPERATING LIMITED PARTNERSHIP
TABLE OF CONTENTS
PART I. PAGE
----
Item 1. Business 4
Item 2. Properties 11
Item 3. Legal Proceedings 28
Item 4. Submission of Matters to a Vote of Security Holders 28
PART II.
Item 5. Market for the Registrant's Common Equity and Related
Shareholder Matters 29
Item 6. Selected Financial Data 29
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 32
Item 8. Financial Statements and Supplementary Data 41
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 41
PART III.
Item 10. Trustees and Executive Officers of the Registrant 42
Item 11. Executive Compensation 45
Item 12. Security Ownership of Certain Beneficial Owners and Management 46
Item 13. Certain Relationships and Related Transactions 49
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 52
3
PART I
ITEM 1. BUSINESS
GENERAL
ERP Operating Limited Partnership, an Illinois limited partnership formed
in May 1993 (the "Operating Partnership"), is managed by Equity Residential
Properties Trust, a Maryland real estate investment trust (the "Company"), its
general partner. The Company is a self-administered and self-managed equity
real estate investment trust ("REIT"). The Company was organized in March 1993
and commenced operations on August 18, 1993 upon completion of its initial
public offering (the "IPO") of 13,225,000 common shares of beneficial interest,
$0.01 par value per share ("Common Shares"). The Company was formed to continue
the multifamily residential business objectives and acquisition strategies of
certain affiliated entities controlled by Mr. Samuel Zell, Chairman of the Board
of Trustees of the Company. These entities had been engaged in the acquisition,
ownership and operation of multifamily residential properties since 1969.
The Company, through its subsidiaries, which include the Operating
Partnership, Equity Residential Properties Management Limited Partnership and
Equity Residential Properties Management Limited Partnership II (collectively,
the "Management Partnerships"), a series of partnerships (the "Financing
Partnerships") and limited liability companies ("LLCs") which beneficially own
certain properties encumbered by mortgage indebtedness, is the successor to the
multifamily residential property business of Equity Properties Management Corp
("EPMC"), an entity controlled by Mr. Zell and a series of other entities which
owned 69 of the multifamily residential properties contributed at the time of
the Company's IPO (the "Initial Properties").
As of December 31, 1996, the Operating Partnership owned or had interests
in 239 multifamily properties of which it controlled a portfolio of 218
multifamily properties (individually, a "Property" and collectively, the
"Properties") containing 67,705 units, including 61 of the Initial Properties.
The remaining 21 properties represent an investment in partnership interests and
subordinated mortgages collateralized by 21 properties (the "Additional
Properties") containing 3,896 units, which units are property managed by a third
party unaffiliated entity. The Operating Partnership's Properties and the
Additional Properties are located throughout the United States in the following
states: Arizona, Arkansas, California, Colorado, Florida, Georgia, Idaho,
Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan,
Minnesota, Missouri, New Hampshire, New Jersey, New Mexico, Nevada, North
Carolina, Ohio, Oklahoma, Oregon, South Carolina, Tennessee, Texas, Virginia and
Washington. In addition, Equity Residential Properties Management Corp.
("Management Corp.") and Equity Residential Properties Management Corp. II
("Management Corp. II") also provide residential property and asset management
services to 40 properties containing 13,054 units owned by affiliated entities.
The Company is, together with the Operating Partnership, one of the largest
publicly traded REITs (based on the aggregate market value of its outstanding
Common Shares) and is the largest publicly traded REIT owner of multifamily
properties (based on the number of apartment units owned and total revenues
earned).
4
PART I
Since the Company's IPO and through December 31, 1996, the Operating
Partnership has acquired direct or indirect interests in 160 properties (which
included the debt collateralized by six Properties) containing 49,679 units in
the aggregate for a total purchase price of approximately $2.4 billion,
including the assumption of approximately $554.2 million of mortgage
indebtedness. The Operating Partnership also made an $89 million investment in
partnership interests and subordinated mortgages collateralized by the
Additional Properties. Since the IPO, the Operating Partnership has disposed of
11 of its properties containing 3,699 units for a total sales price of
approximately $93.3 million and the release of mortgage indebtedness in the
amount of $20.5 million.
The Company's corporate headquarters and executive offices are located in
Chicago, Illinois. In addition, the Company has regional operations centers in
Chicago, Illinois; Dallas, Texas; Denver, Colorado; Seattle, Washington; Tampa,
Florida and Bethesda, Maryland and area offices in Atlanta, Georgia; Las Vegas,
Nevada; Phoenix, Arizona; Portland, Oregon; San Antonio and Houston, Texas;
Ypsilanti, Michigan; Raleigh, North Carolina; Ft. Lauderdale, Florida and
Irvine, California. The Company has approximately 2,189 full-time employees
(1,944 of which are on site at the Properties). Each of the Operating
Partnership's Properties is directed by an on-site manager, who supervises the
on-site employees and is responsible for the day-to-day operations of the
Property. The manager is generally assisted by a leasing administrator and/or
property administrator. In addition, a maintenance director at each Property
supervises a maintenance staff whose responsibilities include a variety of
tasks, including responding to service requests, preparing vacant apartments for
the next resident and performing preventive maintenance procedures year-round.
BUSINESS OBJECTIVES AND OPERATING STRATEGIES
The Operating Partnership seeks to maximize both current income and long-
term growth in income, thereby increasing: (i) the value of the Properties;
(ii) distributions on a per limited partnership interest ("OP Unit") basis; and
(iii) partners' value.
The Operating Partnership's strategies for accomplishing these objectives
are:
. maintaining and increasing Property occupancy while increasing rental rates;
. controlling expenses, providing regular preventive maintenance, making
periodic renovations and enhancing amenities;
. pursuing acquisitions that: (i) are available at prices below estimated
replacement costs; (ii) have potential for rental rate and/or occupancy
increases; (iii) have attractive locations in their respective markets; and
(iv) provide anticipated total returns that will increase the Operating
Partnership's distributions per OP Unit.
The Operating Partnership is committed to tenant satisfaction by striving
to anticipate industry trends and implementing strategies and policies
consistent with providing quality tenant
5
PART I
services. In addition, the Operating Partnership continuously surveys rental
rates of competing properties and conducts satisfaction surveys of residents to
determine the factors they consider most important in choosing a particular
apartment unit.
ACQUISITION STRATEGIES
The Operating Partnership anticipates that future property acquisitions
will be located in the continental United States. Management will continue to
use market information to evaluate acquisition opportunities. The Operating
Partnership's market data base allows it to review the primary economic
indicators of the markets where the Operating Partnership currently manages
Properties and where it expects to expand its operations. Acquisitions may be
financed from various sources of capital, which may include undistributed funds
from operations ("FFO"), sales of Properties and collateralized and
uncollateralized borrowings. In addition, the Operating Partnership may acquire
additional multifamily properties in transactions that include the issuance of
OP Units as consideration for the acquired properties. Such transactions may, in
certain circumstances, partially defer the sellers' tax consequences.
When evaluating potential acquisitions, the Operating Partnership will
consider: (i) the geographic area and type of community; (ii) the location,
construction quality, condition and design of the property; (iii) the current
and projected cash flow of the property and the ability to increase cash flow;
(iv) the potential for capital appreciation of the property; (v) the terms of
resident leases, including the potential for rent increases; (vi) the potential
for economic growth and the tax and regulatory environment of the community in
which the property is located; (vii) the occupancy and demand by residents for
properties of a similar type in the vicinity (the overall market and submarket);
(viii) the prospects for liquidity through sale, financing or refinancing of the
property; and (ix) competition from existing multifamily properties and the
potential for the construction of new multifamily properties in the area. The
Operating Partnership expects to purchase multifamily properties with physical
and market characteristics similar to the Properties.
DISPOSITION STRATEGIES
Management will use market information to evaluate potential dispositions.
Factors the Operating Partnership considers in deciding whether to dispose of
its Properties include the following: (1) the amount of increases in new
construction; (2) areas where the economy is expected to decline substantially;
and (3) markets where the Operating Partnership does not intend to establish
long-term concentrations. The Operating Partnership will reinvest the proceeds
received from property dispositions to fund property acquisitions. In addition,
when feasible the Operating Partnership will structure these transactions as tax
deferred exchanges.
6
PART I
FINANCING STRATEGIES
Equity Offerings
- ----------------
In January 1994, the Company completed a public offering of 5,750,000
Common Shares (the "Second Public Offering") at $29.00 per share and contributed
net proceeds to the Operating Partnership of approximately $157.4 million in
connection therewith.
In June 1994, the Company concluded a private placement of 1,569,270 Common
Shares to six accredited institutional investors (the "Private Equity Offering")
and contributed proceeds to the Operating Partnership of approximately $47.0
million in connection therewith. The prices at which the Common Shares were
sold ranged from $29.43 to $32.87.
In July 1994, the Company completed a public offering of 9,200,000 Common
Shares (the "Third Public Offering") at $31.25 per share and contributed net
proceeds to the Operating Partnership of approximately $271.7 million in
connection therewith.
In September 1994, the Company registered 5,000,000 Common Shares pursuant
to an equity shelf registration statement (the "Equity Shelf Registration") of
which 2,735,320 registered Common Shares were sold in separate transactions
completed in October 1994 (collectively, the "Shelf Offering"). The Company
contributed net proceeds to the Operating Partnership of approximately $81
million in connection therewith. The prices at which the Common Shares were
sold ranged from $29.34 to $30.17.
In June 1995, the Company sold 6,120,000 of its 9 3/8% Series A Cumulative
Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share
(liquidation preference $25 per share) (the "Series A Preferred Shares"),
pursuant to a $250 million shelf registration (the "Preferred Shelf
Registration"), at $25 per share. The Company raised gross proceeds of $153
million from this offering (the "Series A Preferred Share Offering"). The net
proceeds of approximately $148.2 million from the Series A Preferred Share
Offering have been contributed by the Company to the Operating Partnership in
exchange for 6,120,000 of the Operating Partnership's 9 3/8% cumulative
redeemable preference units (the "Series A Cumulative Redeemable Preference
Units").
On September 11, 1995, the Company filed with the Securities and Exchange
Commission (the "SEC") a Form S-3 Registration Statement to register up to $500
million of non-voting preferred shares of beneficial interest, $0.01 par value
per share ("Preferred Shares"), Common Shares and depositary shares, pursuant to
a shelf offering (the "Second Shelf Registration").
In November 1995, the Company sold 5,000,000 depositary shares (the "Series
B Depositary Shares") pursuant to the Second Shelf Registration. Each Series B
Depositary Share represents a 1/10 fractional interest in a 9 1/8% Series B
Cumulative Redeemable Preferred Share of Beneficial Interest, $0.01 par value
per share (the "Series B Preferred Shares"). The liquidation preference of each
of the Series B Preferred Shares is $250.00 (equivalent to $25 per Series B
Depositary Share). The Company raised gross proceeds of $125 million from the
sale of the Series
7
PART I
B Depositary Shares. The net proceeds of approximately $121 million have been
contributed by the Company to the Operating Partnership in exchange for 500,000
of the Operating Partnership's 9 1/8% cumulative redeemable preference units
(the "Series B Cumulative Redeemable Preference Units").
In January 1996, the Company completed an offering of 1,725,000 registered
Common Shares, which were sold at a net price of $29.375 per share (the "January
1996 Common Share Offering") and contributed to the Operating Partnership net
proceeds of approximately $50.7 million in connection therewith. In February
1996, the Company completed an offering of 2,300,000 registered Common Shares,
which were sold at a net price of $29.50 per share (the "February 1996 Common
Share Offering") and contributed to the Operating Partnership net proceeds of
approximately $67.8 million in connection therewith.
On May 21, 1996, the Company completed an offering of 2,300,000 publicly
registered Common Shares, which were sold at a net price of $30.50 per share.
On May 28, 1996, the Company completed the sale of 73,287 publicly registered
Common Shares to employees of the Company and to employees of Equity Group
Investments, Inc. ("EGI") and certain of their respective affiliates and
consultants at a net price equal to $30.50 per share. On May 30, 1996, the
Company completed an offering of 1,264,400 publicly registered Common Shares,
which were sold at a net price of $30.75 per share. The Company contributed to
the Operating Partnership net proceeds of approximately $111.3 million in
connection with the sale of the 3,637,687 Common Shares mentioned above
(collectively, the "May 1996 Common Share Offerings").
In September 1996, the Company sold 4,600,000 depositary shares (the
"Series C Depositary Shares") pursuant to the Second Shelf Registration. Each
Series C Depositary Share represents a 1/10 fractional interest in a 9 1/8%
Series C Cumulative Redeemable Preferred Share of Beneficial Interest, $0.01 par
value per share (the "Series C Preferred Shares"). The liquidation preference of
each of the Series C Preferred Shares is $250.00 (equivalent to $25 per Series C
Depositary Share). The Company raised gross proceeds of $115 million from this
offering (the "Series C Preferred Share Offering"). The net proceeds of
approximately $111.4 million from the Series C Preferred Share Offering were
contributed by the Company to the Operating Partnership in exchange for 460,000
of the Operating Partnership's 9 1/8% cumulative redeemable preference units
(the "Series C Cumulative Redeemable Preference Units").
On September 18, 1996, the Company filed with the SEC a Form S-3
Registration Statement to register $500 million of equity securities (the "1996
Equity Shelf Registration").
Also in September 1996, the Company completed the sale of 2,272,728
publicly registered Common Shares which were sold at a net price of $33 per
share. The Company contributed to the Operating Partnership net proceeds of
approximately $75 million in connection with this offering (the "September 1996
Common Share Offering").
In November, 1996, the Company issued 39,458 Common Shares pursuant to the
1996 Nonqualified Employee Share Purchase Plan at a net price of $30.44 and
received net proceeds of approximately $1.2 million.
8
PART I
In December 1996, the Company completed offerings of 4,440,000 publicly
registered Common Shares, which were sold to the public at a price of $41.25 per
share (the "December 1996 Common Share Offerings"). The Company contributed to
the Operating Partnership net proceeds of approximately $177.4 million.
Debt Offerings
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In May 1994, the Operating Partnership issued $125 million of 8 1/2%
unsecured notes due May 15, 1999 (the "1999 Notes") guaranteed by the Company in
a private placement (the "Debt Offering") to qualified institutional buyers as
defined in Rule 144A of the Securities Act of 1933, as amended (the "Securities
Act"). The Operating Partnership received net proceeds of $122.9 million in
connection with the Debt Offering.
In December 1994, the Operating Partnership registered $500 million in debt
securities pursuant to a debt shelf registration statement (the "Debt Shelf
Registration") of which $100 million of floating rate notes due December 22,
1997 (the "Floating Rate Notes") were issued by the Operating Partnership on
December 21, 1994 (the "Public Debt Offering"). The Operating Partnership
received net proceeds of $98.6 million in connection with the Public Debt
Offering. The Floating Rate Notes bear interest at three month London Interbank
Offered Rate ("LIBOR") plus 0.75%.
In April 1995, the Operating Partnership issued $125 million of 7.95%
unsecured fixed rate notes (the "2002 Notes") pursuant to the Debt Shelf
Registration in a public debt offering (the "Second Public Debt Offering"). The
Operating Partnership received net proceeds of approximately $123.1 million in
connection with the Second Public Debt Offering.
In August 1996, the Operating Partnership issued $150 million of 7.57%
unsecured fixed rate notes (the "2026 Notes ") in connection with the Debt Shelf
Registration in a public debt offering (the "Third Public Debt Offering"). The
Operating Partnership received net proceeds of approximately $149 million in
connection with this issuance.
On September 18, 1996, the Operating Partnership filed with the SEC a Form
S-3 Registration Statement to register $500 million of debt securities (the
"1996 Debt Shelf Registration").
CREDIT FACILITY
The Operating Partnership had a $250 million unsecured line of credit with
Wells Fargo Realty Advisors Funding Incorporated, as agent, through November 14,
1996. On November 15, 1996, the Operating Partnership completed an agreement
with Morgan Guaranty Trust Company of New York ("Morgan Guaranty") and Bank of
America Illinois ("Bank of America") to provide the Operating Partnership a $250
million unsecured line of credit. This new line of credit matures in November
1999 and borrowings generally will bear interest at a per annum rate of one,
two, three
9
PART I
and six month LIBOR, plus 0.75%, and is subject to an annual facility fee of
$500,000. As of December 31, 1996, there were no amounts outstanding on this
line of credit.
RECENT DEVELOPMENTS
In January 1997, the Operating Partnership acquired three properties from
unaffiliated third parties for a total purchase price of approximately $44.6
million, which included the assumption of mortgage indebtedness of approximately
$20.2 million. These properties were Town Center, a 258-unit property located
in Kingwood, Texas; Harborview, a 160-unit property located in San Pedro,
California, and The Cardinal, a 256-unit property located in Greensboro, North
Carolina.
On January 16, 1997 the Company entered into an Agreement and Plan of
Merger regarding the planned acquisition of the multifamily property business of
Wellsford Residential Property Trust ("Wellsford"), a Maryland real estate
investment trust, through the tax free merger of the Company and Wellsford (the
"Merger"). The transaction is valued at approximately $1 billion and includes
75 multifamily properties containing 19,004 units. In the Merger, each
outstanding common share of beneficial interest of Wellsford will be converted
into .625 of a Common Share of the Company, assuming the market price of a
Common Share remains in excess of $40. The Merger plans call for the issuance
of approximately 10.7 million new common shares valued at approximately $464
million based on the Company's January 16, 1997 closing price of $43.375 and
requires the assumption of all Wellsford outstanding debt of approximately $332
million and exchange of approximately $158 million in preferred shares.
In February 1997, the Operating Partnership acquired four properties from
unaffiliated third parties for a total purchase price of approximately $90.5
million, which included the assumption of mortgage indebtedness of approximately
$30.6 million. These properties were Trails at Dominion, a 843-unit multifamily
property located in Houston, Texas; Dartmouth Woods, a 201-unit property located
in Denver, Colorado; Rincon Apartments, a 288-unit property located in Houston,
Texas and Waterford at the Lakes, a 344-unit property located in Kent,
Washington.
In March 1997, the Operating Partnership acquired one property from an
unaffiliated third party for a total purchase price of approximately $9.15
million. This property was Junipers at Yarmouth, a 225-unit property located in
Yarmouth, Maine.
As of March 20, 1997, the Company completed offerings of 938,800 publicly
registered Common Shares, which were sold at a net price of $46 per share (the
"March 1997 Common Share Offerings") and contributed to the Operating
Partnership net proceeds of approximately $43.2 million in connection therewith.
COMPETITION
All of the Properties are located in developed areas that include other
multifamily properties. The number of competitive multifamily properties in a
particular area could have a material effect on the Operating Partnership's
ability to lease units at the Properties or at any newly acquired properties and
on the rents charged. The Operating Partnership may be competing with other
entities that have greater resources than the Operating Partnership and whose
managers have more experience than the Operating Partnership's officers and
trustees. In addition, other forms of multifamily properties, including
multifamily properties and manufactured housing controlled by Mr. Zell, and
single-family housing, provide housing alternatives to potential residents of
multifamily properties.
10
PART I
ITEM 2. THE PROPERTIES
As of December 31, 1996, the Operating Partnership controlled a portfolio
of 218 multifamily properties located in 30 states consisting of 5,198 buildings
containing 67,705 apartment units. The average number of units per Property was
approximately 311. The units are typically contained in a series of two-story
buildings. The Properties contain an aggregate of approximately 59.5 million
rentable square feet, with an average unit size of 878 square feet. The average
rent per unit was $673, and the average rent per square foot was $0.77.
As of December 31, 1996, the Properties had an average occupancy rate of
95%. Tenant leases are generally year-to-year and require security deposits.
The Properties typically provide residents with attractive amenities, which may
include a clubhouse, swimming pool, laundry facilities and cable television
access. Certain Properties offer additional amenities such as saunas,
whirlpools, spas, sports courts and exercise rooms.
The Operating Partnership believes that the Properties provide amenities
and common facilities that create an attractive residence for tenants. It is
management's role to monitor compliance with Property policies and to provide
preventive maintenance of the Properties including common areas, facilities and
amenities. The Operating Partnership holds periodic meetings of its Property
management personnel for training and implementation of the Operating
Partnership's strategies. The Operating Partnership believes that, due in part
to this strategy, the Properties historically have had high occupancy rates.
The distribution of the Properties throughout the United States reflects
the Operating Partnership's belief that geographic diversification helps
insulate the portfolio from regional and economic influences. At the same time,
the Operating Partnership has sought to create clusters of Properties within
each of its primary markets in order to achieve economies of scale in management
and operation; however, the Operating Partnership may acquire additional
multifamily properties located anywhere in the United States.
The Operating Partnership beneficially owns fee simple title to 211 of the
Properties and holds a 73-year leasehold interest with respect to one Property
(Mallgate). Direct fee simple title for certain of the Properties is owned by
single-purpose nominee corporations or land trusts that engage in no business
other than holding title to the Property for the Operating Partnership. Holding
title in such a manner is expected to make it less costly to transfer such
Property in the future in the event of a sale and should facilitate financing
since lenders often require title to a Property to be held in a single purpose
entity in order to isolate that Property from potential liabilities of other
Properties. Direct fee simple title for certain other Properties is owned by an
LLC. In addition, with respect to two Properties, the Operating Partnership
owns the debt collateralized by such Properties and with respect to four
Properties, the Operating Partnership owns an interest in the debt
collateralized by the properties.
11
PART I
As of December 31, 1996, the Operating Partnership had an investment in
partnership interests and subordinated mortgages collateralized by the
Additional Properties. The Additional Properties consist of 578 buildings
containing 3,896 units, located in four states.
The following two tables set forth certain information relating to the
Properties and the Additional Properties:
12
ITEM 2. PROPERTIES
PROPERTIES- CONTINUED
Occupancy December, 1996
Acreage Average As of Avg. Monthly
Year(s) (approx- Square Square Footage December Rental Rate Per
Property Constructed Buildings imate) Units Footage Per Unit 31, 1996 Unit Square Foot
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ARIZONA
Bay Club, Phoenix (1) 1976 22 13 420 257,790 614 96% $493 $0.80
Camellero, Scottsdale (1) 1979 33 15 344 311,526 906 94% $722 $0.80
Canyon Creek, Tuscan 1986 15 10 242 169,946 702 97% $473 $0.67
Canyon Sands, Phoenix (1) 1983 38 20 412 353,592 858 91% $560 $0.65
Chandler Court, Chandler 1987 33 20 311 263,338 847 95% $613 $0.72
Crystal Creek, Phoenix 1985 24 10 273 190,140 696 97% $559 $0.80
Del Coronado, Mesa (1) 1985 43 19 419 394,062 940 95% $609 $0.65
Desert Sands, Phoenix (1) 1982 39 20 412 353,592 858 91% $560 $0.65
Flying Sun, Phoenix (1) 1983 10 4 108 93,708 868 97% $553 $0.64
Fountain Creek, Phoenix 1984 20 9 186 144,374 776 94% $600 $0.77
Indian Bend, Scottsdale 1973 8 14 275 226,444 823 97% $675 $0.82
Southbank, Mesa 1985 13 5 113 99,448 880 98% $552 $0.63
Southcreek, Mesa (1) 1986-89 66 23 528 472,152 894 95% $650 $0.73
Via Ventura, Scottsdale 1980 22 19 320 279,187 872 71% $712 $0.82
Villa Madeira, Scottsdale 1971 39 17 332 291,280 877 95% $692 $0.79
Villa Manana, Phoenix 1971-85 13 8 260 212,150 816 96% $587 $0.72
ARKANSAS
Fox Run, Little Rock (1) 1974 27 14 337 303,230 900 97% $536 $0.60
ITEM 2. PROPERTIES
PROPERTIES- CONTINUED
Occupancy December, 1996
Acreage Average As of Avg. Monthly
Year(s) (approx- Square Square Footage December Rental Rate Per
Property Constructed Buildings imate) Units Footage Per Unit 31, 1996 Unit Square Foot
- ------------------------------------------------------------------------------------------------------------------------------------
ARKANSAS, CONTINUED
Greenwood Forest, Little Rock (1) 1975 23 10 239 191,062 799 98% $501 $0.63
Walnut Ridge, Little Rock (1) 1975 18 10 252 210,776 836 95% $477 $0.57
Williamsburg, Little Rock (1) 1974 21 10 211 184,348 874 99% $552 $0.63
CALIFORNIA
Carmel Terrace, San Diego 1988-89 27 20 384 298,588 778 98% $771 $0.99
Casa Capricorn, San Diego 1981 24 10 192 178,320 929 96% $742 $0.80
Creekside Oaks, Walnut Creek (1) 1974 5 7 316 237,952 753 97% $724 $0.96
Deerwood, San Diego 1990 37 29 315 333,079 1,057 93% $987 $0.93
Eagle Canyon, Chino Hills 1985 34 32 252 252,493 1,002 95% $907 $0.90
Emerald Place, Bermuda Dunes 1988 27 17 240 214,072 892 98% $619 $0.69
Hathaway, Long Beach 1987 41 17 385 266,805 693 95% $843 $1.22
Lakeville Resort, Petaluma (1) 1984 84 45 492 461,798 939 99% $729 $0.78
Lands End, Pacifica 1974 11 7 260 161,121 620 98% $927 $1.50
Merrimac Woods, Costa Mesa 1970 19 39 123 88,160 717 97% $744 $1.04
Mountain Terrace, Stevenson Ranch 1992 19 39 510 425,612 835 77% $852 $1.02
Oak Park North, Agoura (1) 1990 31 12 220 180,600 821 94% $1,023 $1.25
Oak Park South, Agoura (1) 1989 31 12 224 188,000 839 93% $1,006 $1.20
Park West, Los Angeles 1990 1 4 444 315,588 711 95% $962 $1.35
ITEM 2. PROPERTIES
PROPERTIES- CONTINUED
Acreage Average
Year(s) (approx- Square Square Footage
Property Constructed Buildings imate) Units Footage Per Unit
- ----------------------------------------------------------------------------------------------------------------------------------
CALIFORNIA, CONTINUED
Promenade Terrace, Corona Hills (1) 1990 38 27 330 360,838 1,093
Regency Palms, Huntington Beach 1969 39 14 310 261,634 844
Summer Ridge, Riverside 1985 9 6 136 104,832 771
Summerset Village, Chatsworth 1985 29 29 280 286,752 1,024
Villa Solana, Laguna Hills 1984 17 13 272 245,104 901
Vista Del Lago, Mission Viejo (1) 1986-88 51 29 608 512,200 842
Windridge, Laguna Niguel (1) 1989 22 19 344 375,312 1,091
COLORADO
Cheyenne Crest, Colorado Springs (1) 1984 13 9 208 175,424 843
Glenridge, Colorado Springs (1) 1985 12 8 220 176,792 804
Indian Tree, Arvada (1) 1983 7 8 168 140,000 833
Trails, Aurora (1) 1986 17 11 351 286,964 818
Willow Glen, Aurora 1983 22 20 384 302,944 789
Windmill, Colorado Springs (1) 1985 15 11 304 180,640 594
Yuma Court, Colorado Springs 1985 10 5 40 37,400 935
FLORIDA
Brierwood, Jacksonville 1974 22 17 196 263,052 1,342
Casa Cordoba, Tallahassee 1972-73 32 12 168 164,336 978
Casa Cortez, Tallahassee 1970 13 4 66 74,916 1,135
Occupancy December, 1996
As of Avg. Monthly
December Rental Rate Per
Property 31, 1996 Unit Square Foot
- -----------------------------------------------------------------------------------
CALIFORNIA, CONTINUED
Promenade Terrace, Corona Hills (1) 96% $851 $0.78
Regency Palms, Huntington Beach 97% $806 $0.95
Summer Ridge, Riverside 98% $660 $0.86
Summerset Village, Chatsworth 98% $1,067 $1.04
Villa Solana, Laguna Hills 97% $827 $0.92
Vista Del Lago, Mission Viejo (1) 98% $864 $1.03
Windridge, Laguna Niguel (1) 92% $948 $0.87
COLORADO
Cheyenne Crest, Colorado Springs (1) 94% $640 $0.76
Glenridge, Colorado Springs (1) 96% $641 $0.80
Indian Tree, Arvada (1) 99% $641 $0.77
Trails, Aurora (1) 95% $614 $0.75
Willow Glen, Aurora 90% $597 $0.76
Windmill, Colorado Springs (1) 97% $503 $0.85
Yuma Court, Colorado Springs 95% $597 $0.64
FLORIDA
Brierwood, Jacksonville 97% $620 $0.46
Casa Cordoba, Tallahassee 99% $615 $0.63
Casa Cortez, Tallahassee 97% $613 $0.54
ITEM 2. PROPERTIES
PROPERTIES- CONTINUED
Acreage Average
Year(s) (approx- Square Square Footage
Property Constructed Buildings imate) Units Footage Per Unit
- ------------------------------------------------------------------------------------------------------------------------------------
FLORIDA, CONTINUED
Chaparral, Largo (1) 1976 52 23 444 451,420 1,017
Gatehouse on the Green, Pambroke Pines 1990 12 21 312 310,140 994
Gatehouse at Pine Lake, Plantation 1990 11 25 296 293,792 993
Habitat, Orlando 1974 26 17 344 334,352 972
Hammock's Place, Miami (1) 1986 11 15 296 307,900 1,040
Heron Cove, Coral Springs 1987 13 12 198 189,932 959
Heron Landing, Lauderhill 1988 13 11 144 151,684 1,053
Heron Run, Plantation 1987 13 13 198 185,504 937
La Costa Brava, Orlando 1967 17 10 194 190,780 983
La Costa Brava, Jacksonville (1)(2) 1970-73 46 30 464 441,268 951
Marbrisa, Tampa 1984 16 37 224 188,544 842
Oaks of Lakebridge, Ormond Beach 1984 13 12 170 120,792 711
Paradise Point, Dania 1987-90 13 13 260 226,980 873
Pine Harbour, Orlando 1991 18 20 366 344,204 940
Pines of Springdale, W. Palm Beach 1986 3 5 151 126,975 841
The Place, Fort Meyers 1986 15 9 230 183,588 798
Port Royale, Fort Lauderdale 1988 10 17 252 182,380 724
Port Royale II, Fort Lauderdale 1991 3 5 161 115,025 714
Occupancy December, 1996
As of Avg. Monthly
December Rental Rate Per
Property 31, 1996 Unit Square Foot
- -----------------------------------------------------------------------------------------------
FLORIDA, CONTINUED
Chaparral, Largo (1) 95% $582 $0.57
Gatehouse on the Green, Pambroke Pines 98% $908 $0.91
Gatehouse at Pine Lake, Plantation 92% $908 $0.92
Habitat, Orlando 95% $556 $0.57
Hammock's Place, Miami (1) 97% $739 $0.71
Heron Cove, Coral Springs 96% $754 $0.79
Heron Landing, Lauderhill 92% $769 $0.73
Heron Run, Plantation 96% $793 $0.85
La Costa Brava, Orlando 96% $615 $0.63
La Costa Brava, Jacksonville (1)(2) 95% $530 $0.56
Marbrisa, Tampa 98% $565 $0.67
Oaks of Lakebridge, Ormond Beach 97% $578 $0.81
Paradise Point, Dania 96% $810 $0.93
Pine Harbour, Orlando 93% $654 $0.70
Pines of Springdale, W. Palm Beach 95% $616 $0.73
The Place, Fort Meyers 94% $544 $0.68
Port Royale, Fort Lauderdale 98% $855 $1.18
Port Royale II, Fort Lauderdale 99% $883 $1.24
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
Acreage Average
Year(s) (approx- Square Square Footage
Property Constructed Buildings imate) Units Footage Per Unit
- --------------------------------------------------------------------------------------------------------------
FLORIDA, CONTINUED
River Bend, Tampa 1971 32 15 296 333,580 1,127
Sabal Pointe, Coral Springs 1995 11 14 275 355,575 1,293
Sawgrass Cove, Bradenton 1991 21 28 336 342,880 1,020
Springs Colony, Altamonte Springs 1986 9 10 188 161,168 857
Stonelake Club, Ocala (1) 1986 31 15 240 194,320 810
Woodlake at Killearn, Tallahassee 1986-90 18 25 352 305,480 868
GEORGIA
Frey, Atlanta (1) 1985 29 44 489 453,760 928
Governor's Place, Augusta 1972 20 9 190 191,580 1,008
Greengate, Marietta 1971 11 11 152 157,808 1,038
Holcomb Bridge, Atlanta (1) 1985 34 36 437 419,150 959
Ivy Place, Atlanta 1978 17 15 122 180,830 1,482
Longwood, Decatur 1992 9 9 268 216,970 810
Maxwell House, Augusta 1951 1 1 216 97,173 450
Park Knoll, Marietta 1983 51 41 484 587,250 1,213
Preston Lake, Tucker 1984-86 9 32 320 338,130 1,057
Roswell, Atlanta (1) 1985 23 30 236 225,598 956
Terraces at Peachtree, Atlanta 1987 1 1 96 86,800 904
Occupancy December, 1996
As of Avg. Monthly
December Rental Rate Per
Property 31, 1996 Unit Square Foot
- ---------------------------------------------------------------------------------
FLORIDA, CONTINUED
River Bend, Tampa 95% $558 $0.50
Sabal Pointe, Coral Springs 97% $895 $0.69
Sawgrass Cove, Bradenton 93% $664 $0.65
Springs Colony, Altamonte Springs 98% $573 $0.67
Stonelake Club, Ocala (1) 95% $501 $0.62
Woodlake at Killearn, Tallahassee 91% $615 $0.71
GEORGIA
Frey, Atlanta (1) 95% $697 $0.75
Governor's Place, Augusta 94% $448 $0.44
Greengate, Marietta 92% $621 $0.60
Holcomb Bridge, Atlanta (1) 95% $695 $0.72
Ivy Place, Atlanta 94% $918 $0.62
Longwood, Decatur 96% $747 $0.92
Maxwell House, Augusta 94% $370 $0.82
Park Knoll, Marietta 95% $828 $0.68
Preston Lake, Tucker 93% $708 $0.67
Roswell, Atlanta (1) 93% $720 $0.75
Terraces at Peachtree, Atlanta 93% $928 $1.03
ITEM 2. PROPERTIES
PROPERTIES- CONTINUED
Acreage Average
Year(s) (approx- Square Square Footage
Property Constructed Buildings imate) Units Footage Per Unit
- ------------------------------------------------------------------------------------------------------------------------------------
GEORGIA, CONTINUED
Woodland Hills, Decatur 1985 25 19 228 266,304 1,168
IDAHO
The Seasons, Boise 1990 10 6 120 108,460 904
ILLINOIS
Bourbon Square, Palatine (1) 1984-87 102 47 612 875,160 1,430
Four Lakes III-IV, Lisle (1) 1968 31 92 942 798,245 847
Four Lakes V, Lisle (1) 1988 2 15 478 310,208 649
Spice Run, Naperville 1988 20 32 400 396,320 991
INDIANA
Diplomat South, Beech Grove (1) 1970 16 15 272 254,528 936
IOWA
3000 Grand, Des Moines 1970 1 6 186 199,530 1,073
KANSAS
Cedar Crest, Overland Park 1986 38 30 466 430,034 923
Essex Place, Overland Park (1) 1970-84 32 34 352 429,048 1,219
Rosehill Pointe, Lenexa 1984 32 35 498 459,318 922
Silverwood, Mission (1) 1986 20 15 280 234,876 839
Sunnyoak Village, Overland Park 1984 55 46 548 492,700 899
KENTUCKY
Cloisters on the Green, Lexington (1) 1974 6 12 228 196,560 862
Doral, Louisville (1) 1972 19 10 228 293,106 1,286
Occupancy, 1996 December, 1996
As of Avg. Monthly
December Rental Rate Per
Property 31, 1996 Unit Square Foot
- -----------------------------------------------------------------------------------------------
GEORGIA, CONTINUED
Woodland Hills, Decatur 91% $790 $0.68
IDAHO
The Seasons, Boise 94% $623 $0.69
ILLINOIS
Bourbon Square, Palatine (1) 90% $1,018 $0.71
Four Lakes III-IV, Lisle (1) 92% $828 $0.98
Four Lakes V, Lisle (1) 90% $735 $1.13
Spice Run, Naperville 88% $872 $0.88
INDIANA
Diplomat South, Beech Grove (1) 93% $502 $0.54
IOWA
3000 Grand, Des Moines 84% $876 $0.82
KANSAS
Cedar Crest, Overland Park 96% $610 $0.66
Essex Place, Overland Park (1) 94% $767 $0.63
Rosehill Pointe, Lenexa 88% $590 $0.64
Silverwood, Mission (1) 98% $603 $0.72
Sunnyoak Village, Overland Park 93% $578 $0.64
KENTUCKY
Cloisters on the Green, Lexington (1) 97% $551 $0.64
Doral, Louisville (1) 94% $600 $0.47
ITEM 2. PROPERTIES
PROPERTIES- CONTINUED
Occupancy
Acreage Average As of
Year(s) (approx- Square Square Footage December
Property Constructed Buildings imate Units Footage Per Unit 31, 1996
- ------------------------------------------------------------------------------------------------------------------------
KENTUCKY, CONTUNUED
Mallgate, Louisville 1969 46 24 540 535,444 992 92%
Sonnet Cove I-II, Lexington (1) 1972-1974 11 14 331 346,675 1,047 97%
LOUISIANA
Plantation, Monroe 1972 6 10 200 180,416 902 92%
MARYLAND
Canterbury, Germantown (1) 1986 37 23 544 481,083 884 92%
Country Club I & II, Silver Spring (1) 1980-1982 24 20 376 371,296 987 94%
Georgian Woods II, Wheaton (1) 1967 21 17 371 305,693 824 95%
Greenwich Woods, Silver Spring (1) 1967 47 12 564 514,318 912 96%
Marymont, Laurel 1987-88 12 10 308 251,264 816 94%
Northhampton I & II, Largo (1) 1977-1988 47 58 620 564,399 910 96%
Oak Mill II, Germantown (1) 1985 16 8 192 165,611 863 92%
Town Centre III & IV, Laurel (1) 1968-1969 49 30 562 553,083 984 96%
Yorktowne at Olde Mill, Millersville 1974 18 21 216 195,100 903 96%
MICHIGAN
Country Ridge, Farmington Hills 1986 26 18 252 278,060 1,103 94%
Hidden Valley, Ann Arbor 1973 6 28 324 237,348 733 97%
Lake in the Woods, Ypsilanti 1969 40 175 1,028 971,873 945 89%
Pines of Cloverlane, Pittsfield Township 1975-79 59 63 582 471,966 811 94%
December, 1996
Avg Monthly
Rental Rate Per
Property Unit Square Foot
- ----------------------------------------- -------------------------------
KENTUCKY, CONTUNUED
Mallgate, Louisville $534 $0.54
Sonnet Cove I-II, Lexington (1) $611 $0.58
LOUISIANA
Plantation, Monroe $437 $0.48
MARYLAND
Canterbury, Germantown (1) $710 $0.80
Country Club I & II, Silver Spring (1) $779 $0.79
Georgian Woods II, Wheaton (1) $766 $0.93
Greenwich Woods, Silver Spring (1) $792 $0.87
Marymont, Laurel $759 $0.93
Northhampton I & II, Largo (1) $792 $0.87
Oak Mill II, Germantown (1) $712 $0.83
Town Centre III & IV, Laurel (1) $731 $0.74
Yorktowne at Olde Mill, Millersville $681 $0.75
MICHIGAN
Country Ridge, Farmington Hills $850 $0.77
Hidden Valley, Ann Arbor $695 $0.95
Lake in the Woods, Ypsilanti $728 $0.77
Pines of Cloverlane, Pittsfield Township $633 $0.78
ITEM 2. PROPERTIES
PROPERTIES- CONTINUED
Acreage Average
Year(s) (approx- Square Square Footage
Property Constructed Buildings imate) Units Footage Per Unit
- ------------------------------------------------------------------------------------------------------------------------------------
MICHIGAN, CONTINUED
Walden Wood, Southfield (1) 1972 23 20 210 295,080 1,405
MINNESOTA
Park Place I & II, Plymouth (1) 1986 4 60 500 569,768 1,140
MISSOURI
Hunters Glen, Chesterfield 1985 8 19 192 156,489 815
Sleepy Hollow, Kansas City (1) 1987 26 33 388 325,486 839
NEVADA
Catalina Shores, Las Vegas 1989 15 13 240 211,200 880
Cypress Point, Las Vegas (1) 1989 19 9 212 179,800 848
Desert Park, Las Vegas 1987 23 15 368 172,513 469
Fountains at Flamingo, Las Vegas 1989-91 34 30 521 417,870 802
Newport Cove, Henderson 1983 35 10 140 152,600 1,090
Silver Shadow, Las Vegas 1992 13 9 200 194,656 973
Sunrise Springs, Las Vegas 1989 18 10 192 164,424 856
Trails, Las Vegas 1988 38 28 440 453,656 1,031
NEW HAMPSHIRE
Wellington Hill, Manchester (1) 1987 55 40 390 394,627 1,012
NEW JERSEY
Ravens Crest, Plainsboro (1) 1984 37 19 704 583,176 828
NEW MEXICO
Pueblo Villas, Albuquerque 1975 17 12 232 173,118 746
Occupancy December, 1996
As of Avg. Monthly
December Rental Rate Per
Property 31, 1996 Unit Square Foot
- -----------------------------------------------------------------------------------------------
MICHIGAN, CONTINUED
Walden Wood, Southfield (1) 98% $847 $0.60
MINNESOTA
Park Place I & II, Plymouth (1) 98% $768 $0.67
MISSOURI
Hunters Glen, Chesterfield 97% $626 $0.77
Sleepy Hollow, Kansas City (1) 98% $546 $0.65
NEVADA
Catalina Shores, Las Vegas 92% $709 $0.81
Cypress Point, Las Vegas (1) 88% $675 $0.80
Desert Park, Las Vegas 92% $508 $1.08
Fountains at Flamingo, Las Vegas 96% $679 $0.85
Newport Cove, Henderson 94% $771 $0.71
Silver Shadow, Las Vegas 93% $723 $0.74
Sunrise Springs, Las Vegas 94% $678 $0.79
Trails, Las Vegas 93% $755 $0.73
NEW HAMPSHIRE
Wellington Hill, Manchester (1) 94% $729 $0.72
NEW JERSEY
Ravens Crest, Plainsboro (1) 96% $822 $0.99
NEW MEXICO
Pueblo Villas, Albuquerque 92% $559 $0.75
ITEM 2. PROPERTIES
PROPERTIES- CONTINUED
Occupancy
Acreage Average As of
Year(s) (approx- Square Square Footage December
Property Constructed Buildings imate) Units Footage Per Unit 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
NORTH CAROLINA
Bainbridge, Durham 1984 15 24 216 191,240 885 90%
Bridgeport, Raleigh 1990 13 17 276 252,190 914 92%
Deerwood Meadows, Greensboro (1) 1986 49 44 297 217,757 733 93%
East Pointe, Charlotte (1) 1987 22 29 310 301,560 973 95%
Laurel Ridge, Chapel Hill 1975 28 13 160 158,964 994 99%
McAlpine Ridge, Charlotte 1989-90 16 15 320 238,125 744 93%
Pine Meadow, Greensboro (1) 1974 29 14 204 226,600 1,111 92%
Rock Creek, Corrboro 1986 20 16 188 153,548 817 89%
Winterwood, Charlotte (1) 1986 22 23 384 369,260 962 91%
Woodbridge, Cary (1) 1993-95 16 28 344 315,624 918 92%
Woodscape, Raleigh 1979 21 25 240 186,192 776 95%
Woods of North Bend, Raleigh 1983 22 30 235 243,975 1,038 98%
OHIO
Olentangy Commons, Columbus (1) 1972 95 76 827 981,190 1,186 93%
Reserve Square, Cleveland 1973 1 4 765 631,803 826 78%
University Park, Toledo 1965 1 2 99 49,950 505 99%
Village of Hampshire Heights, Toledo 1950 92 10 392 241,920 617 99%
OKLAHOMA
Brittany Square, Tulsa 1982 13 8 212 170,516 804 96%
December, 1996
Avg. Monthly
Rental Rate Per
Property Unit Square Foot
- ------------------------------------------------------------------------------
NORTH CAROLINA
Bainbridge, Durham $692 $0.78
Bridgeport, Raleigh $714 $0.78
Deerwood Meadows, Greensboro (1) $572 $0.78
East Pointe, Charlotte (1) $629 $0.65
Laurel Ridge, Chapel Hill $719 $0.72
McAlpine Ridge, Charlotte $582 $0.78
Pine Meadow, Greensboro (1) $593 $0.53
Rock Creek, Corrboro $673 $0.82
Winterwood, Charlotte (1) $658 $0.68
Woodbridge, Cary (1) $719 $0.78
Woodscape, Raleigh $570 $0.73
Woods of North Bend, Raleigh $673 $0.65
OHIO
Olentangy Commons, Columbus (1) $747 $0.63
Reserve Square, Cleveland $853 $1.03
University Park, Toledo $433 $0.86
Village of Hampshire Heights, Toledo $416 $0.67
OKLAHOMA
Brittany Square, Tulsa $508 $0.63
ITEM 2. PROPERTIES
PROPERTIES- CONTINUED
Occupancy December, 1996
Acreage Average As of Avg. Monthly
Year(s) (approx- Square Square Footage December Rental Rate Per
Property Constructed Buildings imate) Units Footage Per Unit 31, 1996 Unit Square Foot
- ------------------------------------------------------------------------------------------------------------------------------------
OKLAHOMA, CONTINUED
Quail Run, Oklahoma City 1978-83 13 9 208 149,408 718 99% $385 $0.54
Stonebrook, Oklahoma City 1983 21 8 360 247,088 686 93% $408 $0.59
The Lodge, Tulsa 1979 13 11 208 152,240 732 99% $413 $0.56
OREGON
Bridgecreek, Wilsonville 1987 26 22 315 274,236 871 95% $647 $0.74
Kempton Downs, Gresham 1990 17 12 278 277,536 998 95% $679 $0.68
Meadowcreek, Tigard (1) 1985 19 15 304 247,690 815 97% $628 $0.77
Tanasbourne Terrace, Hillsboro 1986-89 29 18 373 363,758 975 95% $734 $0.75
Tanglewood, Lake Oswego 1976 35 8 158 200,660 1,270 97% $798 $0.63
Woodcreek, Beaverton (1) 1982-84 28 22 440 335,120 762 96% $584 $0.77
SOUTH CAROLINA
Mallard Cove, Greenville 1983 3 14 211 264,187 1,252 88% $602 $0.48
TENNESSEE
Arbors of Hickory Hollow, Nashville (1) 1986 17 31 336 337,260 1,004 96% $634 $0.63
Arbors of Brentwood, Nashville (1) 1986-87 20 41 346 320,993 928 94% $691 $0.74
Brixworth, Nashville 1985 5 6 216 144,912 671 92% $728 $1.09
Canterchase, Nashville (1) 1985 12 22 235 170,140 724 97% $567 $0.78
TEXAS
7979 Westheimer, Houston 1973 30 15 459 401,571 875 95% $625 $0.71
Altamonte, San Antonio (1) 1985 29 17 432 322,928 748 93% $536 $0.72
22
ITEM 2. PROPERTIES
PROPERTIES- CONTINUED
Acreage Average
Year(s) (approxi- Square Square Footage
Property Constructed Buildings imate) Units Footage Per Unit
- ------------------------------------------------------------------------------------------------------------------------------------
TEXAS, CONTINUED
Arbors of Las Colinas, Irving 1985 21 15 408 334,556 820
Breton Mill, Houston (1) 1986 21 14 392 294,152 750
Celebration at Westchase, Houston (1) 1979 27 13 367 305,609 833
Champion Oaks, Houston (1) 1984 20 10 252 190,628 756
Dawntree, Carrollton 1982 53 23 400 370,152 925
Forest Ridge, Arlington 1984-85 34 29 660 555,364 841
Fountainhead I-III, San Antonio (1) 1985-87 55 23 688 457,616 665
Harbour Landing, Corpus Christi 1985 22 11 284 193,288 681
Hampton Green, San Antonio (1) 1979 32 11 293 222,341 759
Hearthstone, San Antonio (1) 1982 17 11 252 167,464 665
Hunter's Green, Fort Worth (1) 1981 17 10 248 188,720 761
Keystone, Austin (1) 1981 13 6 166 111,440 671
Kingswood Manor, San Antonio (1) 1983 12 6 129 109,996 853
Lakewood Oaks, Dallas 1987 26 12 352 257,606 732
Lincoln Green I-III, San Antonio 1984-86 54 24 680 465,664 685
Marina Club, Ft. Worth 1987 19 14 387 265,475 686
Northgate Village, San Antonio (1) 1984 23 10 264 214,928 814
Parkwest, Austin (1) 1985 50 15 196 179,046 914
Occupancy December, 1996
As of Avg. Monthly
December Rental Rate Per
Property 31, 1996 Unit Square Foot
- ------------------------------------------------------------------------------------------
TEXAS, CONTINUED
Arbors of Las Colinas, Irving 96% $676 $0.82
Breton Mill, Houston (1) 98% $533 $0.71
Celebration at Westchase, Houston (1) 96% $545 $0.65
Champion Oaks, Houston (1) 97% $531 $0.70
Dawntree, Carrollton 96% $577 $0.62
Forest Ridge, Arlington 93% $600 $0.71
Fountainhead I-III, San Antonio (1) 92% $520 $0.78
Harbour Landing, Corpus Christi 96% $525 $0.77
Hampton Green, San Antonio (1) 94% $486 $0.64
Hearthstone, San Antonio (1) 96% $440 $0.66
Hunter's Green, Fort Worth (1) 92% $486 $0.64
Keystone, Austin (1) 92% $573 $0.85
Kingswood Manor, San Antonio (1) 98% $507 $0.59
Lakewood Oaks, Dallas 98% $647 $0.88
Lincoln Green I-III, San Antonio 96% $478 $0.70
Marina Club, Ft. Worth 94% $478 $0.70
Northgate Village, San Antonio (1) 94% $523 $0.64
Parkwest, Austin (1) 90% $759 $0.83
ITEM 2. PROPERTIES
PROPERTIES- CONTINUED
Occupancy
Acreage Average As of
Year(s) (approx- Square Square Footage December
Property Constructed Buildings imate Units Footage Per Unit 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
TEXAS, CONTINUED
Preston in Willow Bend, Plano 1985 23 13 229 233,893 1,021 97%
Ridgetree, Dallas 1983 38 17 798 597,642 749 95%
Saddle Creek, Carrollton 1980 18 16 238 244,488 1,027 95%
Songbird, San Antonio (1) 1981 29 15 262 277,720 1,060 93%
Sutton Place, Dallas 1985 16 10 456 301,440 661 94%
The Lodge, San Antonio 1979 20 10 384 259,512 676 93%
The Trails, Arlington 1984 10 9 208 141,696 681 99%
Village Oaks, Austin (1) 1984 25 13 280 199,152 711 97%
Woodmoor, Austin 1981 16 9 208 151,348 728 90%
VIRGINIA
Amberton, Manassas (1) 1986 16 7 190 143,402 755 100%
Kingsport, Alexandria 1985 73 13 416 285,793 687 97%
Saddle Ridge, Ashburn 1989 25 14 216 194,142 899 94%
Sheffield Court, Arlington 1986 36 14 597 356,822 598 97%
Tanglewood, Manassas (1) 1987 36