10-Q 1 d89563e10-q.txt FORM 10-Q FOR QUARTER ENDED JUNE 30, 2001 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 10-Q ---------- (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001................. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ COMMISSION FILE NO. 0-14105 ---------- MURRAY INCOME PROPERTIES I, LTD. (Exact Name of Registrant as Specified in its Charter) TEXAS 75-1946214 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 13615 NEUTRON ROAD, DALLAS, TEXAS 75244-4411 (Address of principal executive offices) (Zip Code) (972) 991-9090 Registrant's Telephone Number, including Area Code 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 [ ] 1 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MURRAY INCOME PROPERTIES I, LTD. (A LIMITED PARTNERSHIP) AND CONSOLIDATED JOINT VENTURE CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements. 2 3 MURRAY INCOME PROPERTIES I, LTD. (A LIMITED PARTNERSHIP) AND CONSOLIDATED JOINT VENTURE CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

See accompanying notes to consolidated financial statements. 3 4 MURRAY INCOME PROPERTIES I, LTD. (A LIMITED PARTNERSHIP) AND CONSOLIDATED JOINT VENTURE CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY (UNAUDITED)

See accompanying notes to consolidated financial statements. 4 5 MURRAY INCOME PROPERTIES I, LTD. (A LIMITED PARTNERSHIP) AND CONSOLIDATED JOINT VENTURE CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

See accompanying notes to consolidated financial statements. 5 6 MURRAY INCOME PROPERTIES I, LTD. (A LIMITED PARTNERSHIP) AND CONSOLIDATED JOINT VENTURE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2001 1. BASIS OF ACCOUNTING The consolidated financial statements include the accounts of the Partnership and Tower Place Joint Venture (85% owned by the Partnership). All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. On March 10, 2000, in a special meeting of the Limited Partners, the Limited Partners approved the proposed sale of the Partnership's properties, the subsequent dissolution and liquidation of the Partnership upon the sale of the Partnership's last property, and an amendment to the Partnership Agreement to permit the proposed asset sale, dissolution and liquidation on the terms set forth in a proxy statement mailed to the Limited Partners on or about January 14, 2000. As a result, the Partnership began marketing the properties for sale and continues to operate until such time as the properties are sold and the Partnership is dissolved and liquidated. Effective March 10, 2000, the Partnership's properties are reported as properties held for sale at the lower of carrying value or fair value less estimated cost to sell. Management of the Partnership expects no loss to result from the sale of its properties, and no adjustment was made to account for the reclassification to properties held for sale. Rental income is recognized as earned under the leases. Accordingly, the Partnership accrues rental income for the full period of occupancy using the straight line method over the related terms. At June 30, 2001 and December 31, 2000, $90,476 and $107,083, respectively, of accounts receivable related to such accruals. Other assets consist primarily of deferred leasing costs, which are amortized using the straight line method over the lives of the related leases. Prior to March 10, 2000, depreciation was provided over the estimated useful lives of the respective assets using the straight line method. The estimated useful lives of the buildings and improvements ranged from three to twenty-five years. No depreciation is provided on properties held for sale after March 10, 2000, the date on which the Partnership changed the classification of its properties to properties held for sale. No provision for income taxes has been made as the liabilities for such taxes are those of the individual Partners rather than the Partnership. The Partnership files its tax return on the accrual basis used for Federal income tax purposes. Basic earnings and cash distributions per limited partnership interest are based upon the Limited Partnership Interests outstanding at period-end and the net earnings and cash distributions allocated to the Limited Partners in accordance with the Partnership Agreement, as amended. 6 7 The following information relates to estimated fair values of the Partnership's financial instruments as of June 30, 2001 and December 31, 2000. For cash and cash equivalents, accounts receivable, accounts payable, accrued property taxes payable and security deposits, the carrying amounts approximate fair value because of the short maturity of these instruments. 2. PARTNERSHIP AGREEMENT Pursuant to the terms of the Partnership Agreement, Cash Distributions from Operations ("Operating Distributions") are allocated and paid 7% to the Non-corporate General Partner, 3% to the Corporate General Partner and 90% to the Limited Partners. An amount equal to 5% of Operating Distributions out of the 7% allocated to the Non-corporate General Partner and the entire amount of Operating Distributions allocated to the Corporate General Partner is subordinated to the prior receipt by the Limited Partners of a non-cumulative 7% annual return from either Operating Distributions or Cash Distributions from Sales or Refinancings. Net profits or losses, excluding gain or loss from sales or refinancing, are allocated to the General Partners and Limited Partners in the same proportions as the Operating Distributions for the year. Cash distributions from the sale or refinancing of a property are allocated as follows: (a) First, all Cash Distributions from Sales or Refinancings shall be allocated 99% to the Limited Partners and 1% to the Non-corporate General Partner until the Limited Partners have been returned their original invested Capital from Cash Distributions from Sales or Refinancings, plus their Preferred Return from Cash Distributions from Operations or Cash Distributions from Sales or Refinancings, or both. (b) Next, all Cash Distributions from Sales or Refinancings shall be allocated 1% to the Non-corporate General Partner and 99% to the Limited Partners and the General Partners. Such 99% will be allocated (i) first to the Corporate General Partner in an amount equal to any unpaid Cash Distributions from Operations subordinated to the Limited Partners' 7% non-cumulative annual return and (ii) thereafter, 80% to the Limited Partners and 20% to the General Partners. Cash Distributions from Sales or Refinancings (other than the 1% of Cash Distributions from Sales or Refinancings payable to the Non-corporate General Partner) payable to the General Partners shall be allocated 62 1/2% to the Non-corporate General Partner and 37 1/2% to the Corporate General Partner. (c) Upon the sale of the last property owned by the Partnership, Cash Distributions from Sales or Refinancings shall be allocated and paid to the Partners in an amount equal to, and in proportion with, their existing capital account balances. Such distributions shall be made only after distribution of all Cash Distributions from Operations and only after all allocations of Partnership income, gain, loss, deduction and credit (including net gain from the sale or other disposition of the properties) have been closed to the Partners' respective capital accounts. 3. PROPERTIES HELD FOR SALE On May 4, 2001, the Partnership sold Castle Oaks Village, a shopping center located in Castle Hills (San Antonio), Texas, for a sales price of $3,150,000. After reductions for the collection of straight line rent receivable of $21,197 and sales costs of $120,371, the sale resulted in net sales proceeds of $3,008,432 and a net gain of $327,383. 7 8 The Partnership continues to own an 85% interest in Tower Place Joint Venture, a joint venture which owns Tower Place Festival Shopping Center located in Pineville (Charlotte), North Carolina. The remaining 15% interest in the joint venture is owned by Murray Income Properties II, Ltd., an affiliated real estate limited partnership. The Tower Place Joint Venture Agreement provides that the Partnership will share profits, losses, and cash distributions according to the Partnership's 85% ownership interest in the joint venture. 4. GAIN ON TERMINATION OF LEASE On February 14, 2000, the Partnership executed a lease termination agreement with General Cinema at Tower Place Festival Shopping Center. Pursuant to this agreement, General Cinema paid Tower Place Joint Venture a termination fee of $2,206,834 as consideration for the Joint Venture releasing the tenant from its future lease obligations, including $197,957 of straight line rent receivable. In conjunction with the termination, the Joint Venture retired the net book value of the theater and related assets of $1,110,315, which was demolished. The Partnership recorded a gain on termination of the lease of $898,562 during the six months ended June 30, 2000. Pursuant to a lease with Bally Total Fitness Corporation dated February 14, 2000, a new Bally facility has been constructed on the site previously occupied by the theater. The addition of the Bally Total Fitness facility and approximately 6,500 square feet of additional retail space are anticipated to enhance the value of the shopping center, which is currently being marketed for sale. 5. OTHER Information furnished in this interim report reflects all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary to reflect a fair presentation of the results for the periods presented. The financial information included in this interim report as of June 30, 2001 and for the three and six months ended June 30, 2001 and 2000 has been prepared by management without audit by independent public accountants. The Partnership's 2000 annual report contains audited consolidated financial statements including the notes to the consolidated financial statements and should be read in conjunction with the financial information contained in this interim report. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Liquidity and Capital Resources On March 10, 2000, in a special meeting of the Limited Partners, the Limited Partners approved the proposed sale of the Partnership's properties, the subsequent dissolution and liquidation of the Partnership upon the sale of the Partnership's last property, and an amendment to the Partnership Agreement to permit the proposed asset sale, dissolution and liquidation on the terms set forth in a proxy statement mailed to the Limited Partners on or about January 14, 2000. As a result, the Partnership began marketing the properties for sale and continues to operate until such time as the properties are sold and the Partnership is dissolved and liquidated. On May 4, 2001, the Partnership sold Castle Oaks for a sales price of $3,150,000. After reductions for the collection of estimated straight line rent receivable of $21,197 and sales costs of $120,371, the sale resulted in net sales proceeds to the Partnership of $3,008,432 and a gain of $327,383. On April 6, 2001, Tower Place Joint Venture entered into a non-binding letter of intent to sell Tower Place. However, the General Partners and the prospective purchaser were unable to come to terms on a definitive purchase agreement and the sale was not completed. Since then, 8 9 management has implemented a new marketing plan in order to generate offers for the property. This includes updating the sales package to reflect new leases which have increased the percentage of space leased to 97%. The marketing materials now include pictures of the recently completed Bally Total Fitness building. Management is also aggressively targeting new prospective buyers. The General Partners believe that these measures, along with the opening of Bally Total Fitness and signing of other new tenants, will enhance the marketability of Tower Place. If the Partnership is successful in selling the remaining properties, the Partnership will be liquidated and dissolved. Effective March 10, 2000, the Partnership's properties are reported as properties held for sale at the lower of carrying value or fair value less estimated cost to sell. Management of the Partnership expects no loss to result from the sale of its properties, and no adjustment was made to account for the reclassification to properties held for sale. As of June 30, 2001, the Partnership had cash and cash equivalents of $1,902,150. Such amounts represent cash generated from operations, sales of properties held for sale and working capital reserves. Rental income from leases with escalating rental rates is accrued using the straight line method over the related lease terms. At June 30, 2001 and December 31, 2000, there were $90,476 and $107,083, respectively, of accounts receivable related to such accruals. Accounts receivable also consist of tenant receivables, receivables for rent collected (but not yet remitted to the Partnership by the property management companies) and interest receivable on short-term investments. The decrease in accounts receivable of $4,401 from December 31, 2000 to June 30, 2001 is primarily due a decrease in tenant receivables and receivables for straight line rent partially offset by an increase in receivables for rent collected (but not yet remitted to the Partnership by the property management companies). As of June 30, 2001 and December 31, 2000, the Partnership had no allowances for uncollectible accounts receivable. The decrease of $108,341 in accrued property taxes from December 31, 2000 to June 30, 2001 is primarily due to the payment of 2000 property taxes for the Partnership's properties and the payment of 2001 property taxes on the Castle Oaks property. The decrease in security deposits and other liabilities of $54,412 was due primarily to severance benefits paid to one Partnership employee whose employment was terminated on February 28, 2001. The remaining liabilities at June 30, 2001 are primarily remaining severance benefits accrued but not yet paid. During the three months ended June 30, 2001, the Partnership made Cash Distributions from Operations totaling $258,746 (which was reduced by $73,105 related to 2000 North Carolina state income taxes paid on behalf of the partners in connection with the operation of Tower Place Joint Venture) related to the three month period ended March 31, 2001. The Partnership also made a Cash Distribution from Sales or Refinancings totaling $2,983,948. Subsequent to June 30, 2001, the Partnership made a Cash Distribution from Operations of $258,748 relating to the three months ended June 30, 2001. The distributed funds were derived from the net cash flow generated from operations of the Partnership's properties, the sale of Castle Oaks and from interest earned, net of administrative expenses, on funds invested in short-term money market instruments. Future liquidity is currently expected to result from cash generated from the operations of the Partnership's remaining property (which could be affected negatively in the event of weakened occupancies and/or rental rates), interest earned on funds invested in short-term money market instruments and ultimately through the sale of the Partnership's remaining property. 9 10 Results of Operations The following information details the rental income generated, bad debt expense incurred, and average occupancy for the periods shown for each of the Partnership's properties owned during the second quarter of 2001.

Rental income at Castle Oaks Village in Castle Hills (San Antonio), Texas decreased $65,574 for the six months ended June 30, 2001 as compared to the same period in 2000 due to the fact that the property was sold on May 4, 2001. Thus, during 2001, this property reflects only four months of revenue. Rental income at Tower Place Festival in Pineville (Charlotte), North Carolina increased $119,099 for the six months ended June 30, 2001 as compared to the same period in 2000 primarily due to higher occupancy. General Cinema, which occupied approximately 28% of the total leaseable space at Tower Place, terminated its lease on February 14, 2000, after payment of approximately $2,200,000 as consideration for the termination of its lease. The Partnership recorded a gain on termination of the lease of $898,562. Pursuant to a lease with Bally Total Fitness Corporation signed on February 14, 2000, a new Bally Total Fitness facility was constructed on the site previously occupied by the theater. Bally began paying rent in April 2001 and opened for business on April 27, 2001. In addition to the Bally Total Fitness facility, approximately 6,500 square feet of new retail space was constructed on the site previously occupied by the theater. Tower Place averaged 91% occupancy during the second quarter of 2001, a 3% decrease from the previous quarter. In May 2001, a tenant who occupied 2,100 square feet vacated its space upon expiration of its lease. Also accounting for the decrease in occupancy is that, in conjunction with the construction of the space for Bally Total Fitness, an additional 6,470 square feet was built and became available for occupancy in May. In July 2001, 2,974 square feet of this new space was combined with 2,660 square feet of existing vacant space and leased to a new tenant who will take occupancy around October 1 of this year. A new tenant who signed a lease for 1,512 square feet took occupancy in June. Another new lease for 2,100 square feet was signed and the tenant will take occupancy in the third quarter of 2001. A restaurant which occupied 2,310 square feet vacated its space during this second quarter, but the space was leased to a new operator who re-opened in July. Two tenants totaling 5,361 square feet renewed their leases for three years. Tower Place is currently 97% leased. Prior to March 10, 2000, depreciation was provided over the estimated useful lives of the respective assets using the straight line method. The estimated useful lives of the buildings and improvements ranged from three to twenty-five years. No depreciation was provided on properties held for sale after March 10, 2000, the date on which the Partnership changed the classification of its properties to properties held for sale. 10 11 Property operating expenses consist primarily of real estate taxes, property management fees, insurance costs, utility costs, repair and maintenance costs, leasing and promotion costs and amortization of deferred leasing costs. Property operating expenses, excluding the expenses incurred during the six months ended June 30, 2001 and June 30, 2000 from Mountain View Plaza, which was sold on September 26, 2000, decreased $16,626 (7%) for the period ended June 30, 2001 as compared to the same period in 2000 due to lower operating costs at Castle Oaks. Castle Oaks' total operating expenses decreased $26,831 (31%) primarily due to the fact that Castle Oaks was sold on May 4, 2001. Tower Place's total operating expenses increased $10,205 (6%) primarily because of higher repair and maintenance costs and amortization of deferred leasing costs. General and administrative expenses incurred are related to legal and accounting expenses, rent, investor services costs, salaries and benefits and various other costs required for the administration of the Partnership, including reimbursements of shared direct operating costs to Murray Income Properties II, Ltd. ("MIP II"). General and administrative expenses increased $18,382 (10%) for the six months ended June 30, 2001 as compared to the same period in 2000 primarily due to higher legal and accounting fees and investor services' costs. Words or phrases when used in the Form 10-Q or other filings with the Securities and Exchange Commission, such as "does not believe" and "believes" or similar expressions, are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS The Partnership's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued property taxes payable, and security deposits. The carrying amount of these instruments approximate fair value due to the short-term nature of these instruments. Therefore, the Partnership believes it is relatively unaffected by interest rate changes or other market risks except for the potential increase or decrease in interest income from its funds invested in short-term money market funds. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the second quarter of the year covered by this report through the solicitation of proxies or otherwise. 11 12 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 2a Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934. Reference is made to the Partnership's Schedule 14A, filed with the Securities and Exchange Commission on January 13, 2000. (File No. 0-14105) 2b Definitive Soliciting Additional Materials to Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934. Reference is made to the Partnership's Schedule 14A, filed with the Securities and Exchange Commission on February 9, 2000. (File No. 0-14105) 2c Definitive Soliciting Additional Materials to Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934. Reference is made to the Partnership's Schedule 14A, filed with the Securities and Exchange Commission on February 23, 2000. (File No. 0-14105) 3a Agreement of Limited Partnership of Murray Income Properties Ltd.-84. Reference is made to Exhibit A of the Prospectus dated May 31, 1984 contained in Amendment No. 2 to Partnership's Form S-11 Registration Statement. (File No. 2-90016) 3b Amended and Restated Certificate and Agreement of Limited Partnership dated as of May 23, 1984. Reference is made to Exhibit 3b to the 1989 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 1990. (File No. 0-14105) 3c Amended and Restated Certificate and Agreement of Limited Partnership dated as of June 25, 1984. Reference is made to Exhibit 3c to the 1989 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 1990. (File No. 0-14105) 3d Amended and Restated Certificate and Agreement of Limited Partnership dated as of November 27, 1984. Reference is made to Exhibit 3d to the 1989 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 1990. (File No. 0-14105) 3e Amended and Restated Certificate and Agreement of Limited Partnership dated as of April 1, 1985. Reference is made to Exhibit 3e to the 1989 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 1990. (File No. 0-14105) 3f Amended and Restated Certificate and Agreement of Limited Partnership dated as of November 15, 1989. Reference is made to Exhibit 3f to the 1989 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 1990. (File No. 0-14105) 12 13 3g Amended and Restated Certificate and Agreement of Limited Partnership dated as of January 10, 1990. Reference is made to Exhibit 3g to the 1989 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 1990. (File No. 0-14105) 3h Amendment to Amended and Restated Certificate and Agreement of Limited Partnership, dated March 22, 2000. Reference is made to Exhibit 3h to the 1999 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2000. (File No. 0-14105) 10a Purchase and Sale Agreement dated effective as of February 16, 2001 by and between the Partnership and James F. Cotter. Reference is made to exhibit 10.1 to the May 4, 2001, Form 8-K filed with the Securities and exchange Commission on May 17, 2001. (File No. 0-14105) 10b First Amendment to Purchase and Sale Agreement dated April 20, 2001 by and between the Partnership and James F. Cotter. Reference is made to exhibit 10.2 to the May 4, 2001, Form 8-K filed with the Securities and exchange Commission on May 17, 2001. (File No. 0-14105) 10c Assignment Agreement for Acquisition Property dated May 2, 2001 by and between the Partnership, James F. Cotter and National Exchange Services, Inc. Reference is made to exhibit 10.3 to the May 4, 2001, Form 8-K filed with the Securities and exchange Commission on May 17, 2001. (File No. 0-14105) 99a Glossary, as contained in the Prospectus dated May 31, 1984 filed as part of Amendment No. 2 to Registrant's Form S-11 Registration Statement. (File No. 2-90016) Filed herewith. 99b Article XIII of the Agreement of Limited Partnership as contained in the Prospectus dated May 31, 1984 filed as part of Amendment No. 2 to Registrant's Form S-11 Registration Statement. (File No. 2-90016) Filed herewith. 99c Amendment number nine to the Agreement of Limited Partnership contained in the Proxy Statement dated October 11, 1989. Filed herewith. 99d Management Compensation as contained in the Prospectus (Pages 10 through 17) dated May 31, 1984 filed as part of Amendment No. 2 to Registrant's Form S-11 Registration Statement. (File No. 2-90016) Filed herewith. (b) Reports on Form 8-K filed during the quarter ended June 30, 2001: Form 8-K, reporting under Item 2, the sale of Castle Oaks Village Shopping Center in Castle Hills (San Antonio), Texas on May 4, 2001, filed with the Securities and Exchange Commission on May 17, 2001. (File No. 0-14105) 13 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MURRAY INCOME PROPERTIES I, LTD. By: Murray Realty Investors VIII, Inc. a General Partner Date: August 7, 2001 By: /s/ Mitchell Armstrong ------------------------------------- Mitchell Armstrong President and Chief Financial Officer 14 15 INDEX TO EXHIBITS

16 3h Amendment to Amended and Restated Certificate and Agreement of Limited Partnership, dated March 22, 2000. Reference is made to Exhibit 3h to the 1999 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2000. (File No. 0-14105) 10a Purchase and Sale Agreement dated effective as of February 16, 2001 by and between the Partnership and James F. Cotter. Reference is made to exhibit 10.1 to the May 4, 2001, Form 8-K filed with the Securities and exchange Commission on May 17, 2001. (File No. 0-14105) 10b First Amendment to Purchase and Sale Agreement dated April 20, 2001 by and between the Partnership and James F. Cotter. Reference is made to exhibit 10.2 to the May 4, 2001, Form 8-K filed with the Securities and exchange Commission on May 17, 2001. (File No. 0-14105) 10c Assignment Agreement for Acquisition Property dated May 2, 2001 by and between the Partnership, James F. Cotter and National Exchange Services, Inc. Reference is made to exhibit 10.3 to the May 4, 2001, Form 8-K filed with the Securities and exchange Commission on May 17, 2001. (File No. 0-14105) 99a Glossary, as contained in the Prospectus dated May 31, 1984 filed as part of Amendment No. 2 to Registrant's Form S-11 Registration Statement. (File No. 2-90016) Filed herewith. 99b Article XIII of the Agreement of Limited Partnership as contained in the Prospectus dated May 31, 1984 filed as part of Amendment No. 2 to Registrant's Form S-11 Registration Statement. (File No. 2-90016) Filed herewith. 99c Amendment number nine to the Agreement of Limited Partnership contained in the Proxy Statement dated October 11, 1989. Filed herewith. 99d Management Compensation as contained in the Prospectus (Pages 10 through 17) dated May 31, 1984 filed as part of Amendment No. 2 to Registrant's Form S-11 Registration Statement. (File No. 2-90016) Filed herewith.

MURRAY INCOME PROPERTIES I LTD 10-Q