#  

United States

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, 2011

 

or

 

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________to _________

 

Commission file number 0-14533

 

 

## OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

 

 
| Delaware                        | 52-1322906          |
|---------------------------------|---------------------|
| (State or other jurisdiction of | (I.R.S. Employer    |
| incorporation or organization)  | Identification No.) |

 

55 Beattie Place, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)

 

(864) 239-1000

(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.  

[X] Yes  [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes  [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
| Large accelerated filer [ ]                                               | Accelerated filer [ ]         |
|---------------------------------------------------------------------------|-------------------------------|
| Non-accelerated filer [ ] 

(Do not check if a smaller reporting company) | Smaller reporting company [X] |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes  [X] No

 

### PART I – FINANCIAL INFORMATION

 

 

**ITEM 1.     FINANCIAL STATEMENTS**

 

 

OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

 

CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION

(Unaudited)

(Liquidation Basis)

(in thousands)

 

 
|                         | June 30, 2011                                       | December 31, 2010                                         |
|------------------------------|-----------------------------------------------------|-----------------------------------------------------------|
| Assets                       |                                                |                                                      |
| Cash and cash equivalents    |    $    922                |     $  1,117                          |
| Receivables                  |          16 |           36 |
| Total assets

          |         938      |        1,153                |
|                         |                                                |                                                      |
|                         |                                                |                                                      |
| Liabilities                  |                                                |                                                      |
| Accounts payable             |          -- |           87 |
| Other liabilities            |          -- |          119      |
| Taxes payable                |         400      |          430      |
| Distribution payable         |          48 |           48 |
| Estimated costs to liquidate |          18 |           60 |
| Total liabilities            |         466      |          744      |
|                         |                                                |                                                      |
| Net assets in liquidation    |    $    472                |     $    409                |
|                         |                                                |                                                      |
|                         |                                                |                                                      |
|                         |                                                |                                                      |
|                         |                                                |                                                      |
|                         |                                                |                                                      |

 

*See Accompanying Notes to Consolidated Financial Statements*

OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

 

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION

(Unaudited)

(Liquidation Basis)

(in thousands)

 

 

 

 

 

 
|                                         | Six Months Ended

June 30, 2011    |
|----------------------------------------------|------------------------------------|
|                                         |                               |
| Net assets in liquidation at January 1, 2011 | $   409                  |
|                                         |                               |
| Collection of real estate tax refund         |      41        |
|                                         |                               |
| Write off of uncollectible receivables       |      (11)      |
|                                         |                               |
| Payments of amounts not in accounts payable  |       (3) |
|                                         |                               |
| Write off of other liabilities               |      36        |
|                                         |                               |
| Net assets in liquidation at June 30, 2011   | $   472                  |

 

*See Accompanying Notes to Consolidated Financial Statements*

 

OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

 

CONSOLIDATED STATEMENTS OF DISCONTINUED OPERATIONS

(Unaudited)

(in thousands, except per unit data)

 

 
|                                                | Three Months

Ended

June 30, 2010 | Six Months

Ended

June 30, 2010 |
|-----------------------------------------------------|------------------------------------|----------------------------------|
|                                                |                               |                             |
| Income from continuing operations                   | $    --             | $    --           |
| Income from discontinued operations:                |                               |                             |
| Revenues:                                           |                               |                             |
| Rental income                                       |     689             |   1,379                     |
| Other income                                        |      57        |     119           |
| Total revenues                                      |     746             |   1,498                |
|                                                |                               |                             |
| Expenses:                                           |                               |                             |
| Operating                                           |     303             |     597           |
| General and administrative                          |      33        |      49      |
| Depreciation                                        |     245             |     489           |
| Interest                                            |      37        |      73      |
| Property taxes                                      |     117             |     274           |
| Total expenses                                      |     735             |   1,482                |
|                                                |                               |                             |
| Casualty gain                                       |      --        |      24      |
| Net income                                          | $    11             | $    40           |
|                                                |                               |                             |
|                                                |                               |                             |
| Net income allocated to general partners (2%)       | $    --             | $     1      |
| Net income allocated to assignee unit holders (98%) | $    11             | $    39           |
|                                                |                               |                             |
| Net income per Assignee Unit                        | $  0.47                       | $  1.66                     |
|                                                |                               |                             |
| Distributions per Assignee Unit                     | $ 13.37                            | $ 20.46                          |

 

*See Accompanying Notes to Consolidated Financial Statements*

 

OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

 

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(In thousands)

 

 
|                                                                               | Six Months Ended

June 30, 2010                    |
|------------------------------------------------------------------------------------|----------------------------------------------------|
|                                                                               |                                               |
| Cash flows from operating activities:                                              |                                               |
| Net income                                                                         |   $     40                |
| Adjustments to reconcile net income to net cash

provided by operating activities: |                                               |
| Depreciation                                                                       |        489           |
| Amortization of loan costs                                                         |         20      |
| Bad debt expense                                                                   |         34      |
| Casualty gain                                                                      |        (24)          |
| Changes in accounts:                                                               |                                               |
| Receivables and deposits                                                           |        (71)          |
| Other assets                                                                       |        (14)          |
| Accounts payable                                                                   |        (17)          |
| Tenant security deposit liabilities                                                |          3 |
| Accrued property taxes                                                             |         97      |
| Other liabilities                                                                  |        (66)          |
| Net cash provided by operating activities                                          |        491           |
|                                                                               |                                               |
| Cash flows from investing activities:                                              |                                               |
| Property improvements and replacements                                             |        (94)          |
| Insurance proceeds received                                                        |         37      |
| Net cash used in investing activities                                              |        (57)          |
|                                                                               |                                               |
| Cash flows used in financing activities:                                           |                                               |
| Distributions to partners                                                          |       (536)               |
|                                                                               |                                               |
| Net decrease in cash and cash equivalents                                          |       (102)               |
| Cash and cash equivalents at beginning of period                                   |        220           |
|                                                                               |                                               |
| Cash and cash equivalents at end of period                                         |   $    118                     |
|                                                                               |                                               |
| Supplemental disclosure of cash flow information:                                  |                                               |
| Cash paid for interest                                                             |   $     53                |
|                                                                               |                                               |
| Supplemental disclosure of non-cash activity:                                      |                                               |
| Property improvements and replacements included in

  accounts payable        |  

  $     14        |

 

*See Accompanying Notes to Consolidated Financial Statements*

OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

##### Note A – Basis of Presentation

 

As of December 31, 2010, Oxford Residential Properties I Limited Partnership (the “Partnership” or “Registrant”) adopted the liquidation basis of accounting due to the sale of its remaining investment property (as discussed in “Note E – Disposition of Investment Property”).

 

As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its consolidated financial statements at December 31, 2010 to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation of the Partnership. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the managing general partner’s estimates as of the date of the consolidated financial statements.

 

Oxford Residential Properties I Corporation (the “Managing General Partner”), a subsidiary of Apartment Investment and Management Company (“Aimco”), a publicly traded real estate investment trust, estimates that the liquidation process will be completed by December 31, 2011.  Because the success in realization of assets and the settlement of liabilities is based on the Managing General Partner’s best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period.

 

The accompanying unaudited consolidated financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

In the opinion of the Managing General Partner, all adjustments considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. 

 

The consolidated statement of net assets in liquidation at December 31, 2010 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

The accompanying consolidated statements of discontinued operations for the three and six months ended June 30, 2010 reflect the operations of Fairlane East Apartments as income from discontinued operations as a result of the property’s sale to a third party on December 13, 2010.

 

The Partnership’s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.

 

Certain reclassifications have been made to the 2010 balances to conform to the 2011 presentation.

**** 

**Note B – Adjustment to Liquidation Basis of Accounting**

 

At December 31, 2010, in accordance with the liquidation basis of accounting, assets were adjusted to their estimated net realizable value and liabilities were adjusted to their estimated settlement amount. The net adjustment required to convert to the liquidation basis of accounting was a decrease in net assets of approximately $60,000.

######  

###### Note C – Transactions with Affiliated Parties

 

The Partnership has no employees and depends on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for payments to affiliates for property management services and for reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. 

 

Affiliates of the Managing General Partner received 5% of gross receipts from the Partnership's property as compensation for providing property management services. Total property management fees of approximately $75,000 for the six months ended June 30, 2010 were charged to expense and were included in operating expense.

 

An affiliate of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $24,000 for the six months ended June 30, 2010, which was included in general and administrative expenses and investment property for the six months ended June 30, 2010. The portion of these reimbursements included in investment property for the six months ended June 30, 2010 were construction management services provided by an affiliate of the Managing General Partner of approximately $7,000.

 

The Partnership insured its property up to certain limits through coverage provided by Aimco which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability.  The Partnership insured its property above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner. During the year ended December 31, 2010, the Partnership was charged by Aimco and its affiliates approximately $52,000 for insurance coverage and fees associated with policy claims administration.

######  

###### Note D - Casualty Event

 

In May 2009, Fairlane East Apartments sustained damages of approximately $47,000 as a result of a fire. The Partnership recognized a casualty gain of approximately $24,000 during the six months ended June 30, 2010 as a result of the receipt of insurance proceeds of approximately $37,000, net of the write-off of undepreciated damaged assets of approximately $13,000.

 

**Note E – Disposition of Investment Property**

 

On December 13, 2010, the Partnership sold its sole investment property, Fairlane East Apartments, to a third party for a gross sale price of $13,950,000. The net proceeds realized by the Partnership were approximately $13,625,000 after payment of closing costs of approximately $325,000. The Partnership used approximately $10,200,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership recognized a gain of approximately $6,768,000 as a result of the sale. In addition, the Partnership recognized a loss on the early extinguishment of debt of approximately $14,000 due to the write-off of unamortized loan costs. The Partnership also recorded approximately $372,000 in taxes payable to Michigan as a result of the sale, which is included in taxes payable at June 30, 2011 and December 31, 2010.

 

**Note F – Distributions**

 

The Partnership distributed the following amounts during the six months ended June 30, 2011 and 2010 (in thousands, except per unit data):

 
|       | Six Months Ended

June 30, 2011 | Per Assignee

Unit     | Six Months Ended

June 30, 2010 | Per Assignee

Unit

  |
|------------|---------------------------------|------------------------|---------------------------------|----------------------------|
|       |
| Operations | $   --                | $    -- | $  536                     | $ 20.46                    |
|       |                            |                   |                            |                       |

 

The distribution payable of approximately $48,000 at June 30, 2011 and December 31, 2010 represents the estimated Michigan withholding taxes to be paid by the Partnership on behalf of certain Assignee Unit holders in connection with the sale of Fairlane East Apartments.

 

**Note G – Contingencies**

 

The Partnership is unaware of any pending or outstanding litigation matters involving it or its former investment property that are not of a routine nature arising in the ordinary course of business.

 

Environmental

 

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials  present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its former property, the Partnership could potentially be responsible for environmental liabilities or costs associated with its former property.  

**ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report contains or may contain information that is forward-looking within the meaning of the federal securities laws. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors, some of which are beyond the Partnership’s control, including, without limitation: national and local economic conditions; the terms of governmental regulations that affect the Partnership and interpretations of those regulations; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties previously owned by the Partnership. Readers should carefully review the Partnership’s consolidated financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.

 

Results of Operations

 

As of December 31, 2010, the Partnership adopted the liquidation basis of accounting due to the sale of its remaining investment property, Fairlane East Apartments, on December 13, 2010.

 

On December 13, 2010, the Partnership sold its sole investment property, Fairlane East Apartments, to a third party for a gross sale price of $13,950,000. The net proceeds realized by the Partnership were approximately $13,625,000 after payment of closing costs of approximately $325,000. The Partnership used approximately $10,200,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership recognized a gain of approximately $6,768,000 as a result of the sale. In addition, the Partnership recognized a loss on the early extinguishment of debt of approximately $14,000 due to the write-off of unamortized loan costs. The Partnership also recorded approximately $372,000 in taxes payable to Michigan as a result of the sale, which is included in taxes payable at June 30, 2011 and December 31, 2010.

 

As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its consolidated financial statements at December 31, 2010 to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation of the Partnership. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the Managing General Partner’s estimates as of the date of the consolidated financial statements.

 

During the six months ended June 30, 2011, net assets in liquidation increased by approximately $63,000. The increase in net assets in liquidation is primarily due to the collection of a real estate tax refund and the write off of other liabilities, partially offset by the write off of uncollectible receivables and payment of amounts not in accounts payable.

 

The consolidated statement of net assets in liquidation as of June 30, 2011 includes approximately $18,000 of costs that the Managing General Partner estimates will be incurred during the period of liquidation, based on the assumption that the liquidation process will be completed by December 31, 2011. Because the success in realization of assets and the settlement of liabilities is based on the Managing General Partner’s best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected liquidation period.

 

The Partnership distributed the following amounts during the six months ended June 30, 2011 and 2010 (in thousands, except per unit data):

 
|       | Six Months Ended

June 30, 2011 | Per Assignee

Unit     | Six Months Ended

June 30, 2010 | Per Assignee

Unit

  |
|------------|---------------------------------|------------------------|---------------------------------|----------------------------|
|       |
| Operations | $   --                | $    -- | $  536                     | $ 20.46                    |
|       |                            |                   |                            |                       |

 

The distribution payable of approximately $48,000 at June 30, 2011 and December 31, 2010 represents the estimated Michigan withholding taxes to be paid by the Partnership on behalf of certain Assignee Unit holders in connection with the sale of Fairlane East Apartments.

 

The Partnership’s cash available for distribution will be reviewed on a quarterly basis. Future cash distributions will depend on the amount of cash remaining after fully liquidating the Partnership. 

 

Other

 

In addition to its indirect ownership of the general partner interest in the Partnership, Aimco and its affiliates owned 14,153.5 Assignee units (the "Units") in the Partnership representing 60.08% of the outstanding Units at June 30, 2011.  A number of these Units were acquired pursuant to tender offers made by Aimco or its affiliates. Pursuant to the Partnership Agreement, Unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters which would include voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 60.08% of the outstanding Units, Aimco is in a position to control all such voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to Aimco as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to Aimco as its sole stockholder.

 

Critical Accounting Policies and Estimates

 

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

 

Impairment of Long-Lived Asset

 

Investment property was recorded at cost, less accumulated depreciation, unless the carrying amount of the asset was not recoverable. If events or circumstances indicated that the carrying amount of the property would not be recoverable, the Partnership made an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeded the estimated aggregate undiscounted future cash flows, the Partnership recognized an impairment loss to the extent the carrying amount exceeded the estimated fair value of the property.

 

Real property investment is subject to varying degrees of risk.  Several factors may have adversely affected the economic performance and value of the Partnership’s investment property.  These factors included, but were not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not have been offset by increased rents; changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing.  Any adverse changes in these and other factors could have caused an impairment of the Partnership’s asset.

 

Revenue Recognition

 

The Partnership generally leased apartment units for twelve-month terms or less.  The Partnership offered rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, was recognized on a straight-line basis over the term of the lease. The Partnership evaluated all accounts receivable from residents and established an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

 

**ITEM 4.**     **CONTROLS AND PROCEDURES**

 

**(a)   Disclosure Controls and Procedures.**

 

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

 

**(b)   Changes in Internal Control Over Financial Reporting.**

 

There has been no change in the Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

**PART II - OTHER INFORMATION**

** **

** **

**ITEM 6.     EXHIBITS**

      

See Exhibit Index.

 

The agreements included as exhibits to this Form 10-Q contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 
    - should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; 

 
    - have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; 

 
    - may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and 

 
    - were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. 

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.  

**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.

 

 
|                  | Oxford Residential Properties I Limited Partnership                      |
|-----------------------|--------------------------------------------------------------------------|
|                  |                                                                     |
|                  | By:   Oxford Residential Properties I Corporation              |
|                  |       Managing General Partner                  |
|                  |                                                                     |
| Date: August 12, 2011 | By:   /s/Steven D. Cordes                                      |
|                  |       Steven D. Cordes                          |
|                  |       Senior Vice President                     |
|                  |                                                                     |
| Date: August 12, 2011 | By:   /s/Stephen B. Waters                                     |
|                  |       Stephen B. Waters                         |
|                  |       Senior Director of Partnership Accounting |

 

**OXFORD****RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP**

** **

**EXHIBIT INDEX**

 

**Exhibit****     Description of Exhibit**

 

    

 

3.1          Amended and Restated Agreement and Certificate of Limited Partnership (incorporated by reference to Exhibit A of the Prospectus of the Partnership, dated May 24, 1985).

 

4.1         Amended and Restated Agreement and Certificate of Limited Partnership (incorporated by reference from Exhibit A of the Prospectus of the Partnership, dated May 24, 1985).

 

4.2         Second Amendment to the Amended and Restricted Agreement and Certificate of Limited Partnership, incorporated by reference to the Partnership’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008.

 

10.22       Purchase and Sale Contract between ORP One LLC, a Maryland limited liability company, and TMF I Fairlane, LLC, a Delaware limited liability company, dated October 11, 2010 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 11, 2010).

 

10.23       First Amendment to Purchase and Sale Contract between ORP ONE LLC, a Maryland limited liability company, and TMF I Fairlane, LLC, a Delaware limited liability company, dated November 10, 2010 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 10, 2010).

 

31.1        Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2        Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1        Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.