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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
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
ACT OF 1934
COMMISSION FILE NUMBER 333-2820
FLORDECO, LTD.
(Name of Registrant as specified in its Charter)
FLORIDA 65-0671467
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
3591 FOWLER STREET 33901
FORT MYERS, FLORIDA (Zip Code)
(Address of Principal Executive Offices)
(941) 936-8888
(Registrant's telephone number, including Area Code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE 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 past 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 No X
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [X]
The aggregate market value of the voting securities held by nonaffiliates of the
Registrant: The aggregate market value of the limited partnership interests held
by nonaffiliates is not determinable since there is no public trading market for
the limited partnership interests.
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FLORDECO, LTD
FORM 10-K
Fiscal Year Ended December 31, 1996
<TABLE>
<CAPTION>
ITEM NUMBER IN
FORM 10-K PAGE
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<S> <C>
PART I
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1. Business.....................................................................1
2. Properties...................................................................3
3. Legal Proceedings............................................................4
4. Submission of Matters to a Vote of Security Holders..........................4
PART II
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5. Market for Registrant's Units and Related Stockholder Matters................4
6. Selected Financial Data......................................................4
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............................5
8. Financial Statements and Supplementary Data..................................7
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure....................................7
PART III
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10. Directors and Executive Officers of the Registrant...........................7
11. Executive Compensation.......................................................9
12. Security Ownership of Certain Beneficial Owners and Management...............9
13. Certain Relationships and Related Transactions..............................10
PART IV
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14. Exhibits, Financial Statements and Schedules, and Reports on Form 8-K.......12
</TABLE>
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PART I
ITEM 1. BUSINESS
GENERAL
Flordeco, Ltd. (the "Partnership") is a Florida limited partnership
formed pursuant to a Certificate of Limited Partnership filed on March 19, 1996
with the Florida Secretary of State, primarily for the purpose of making equity
investments in income producing real properties located primarily in Southwest
Florida. The General Partner of the Partnership is Investors Trust, Inc., a
Florida corporation (the "General Partner") formed on October 24, 1995, for the
sole purpose of acting as the general partner of the Partnership. As of December
31, 1996, the Partnership had not commenced operations except for certain
organizational activities and the public offering of its Units.
In order to obtain the necessary capital to commence its business
activities, the Partnership filed a registration statement on Form S-11 with the
Securities and Exchange Commission to register 1,000 units of limited
partnership interests ("Units") in the Partnership for sale in a public offering
at a price of $12,000 per Unit. The purchase price of each Unit is payable
$2,000 in cash and $10,000 in a full recourse promissory note collateralized by
(and subject to offset against) such Unit ("Promissory Note"). The Promissory
Note is noninterest bearing and is payable in ten equal annual installments.
The registration statement was declared effective August 12, 1996 and
the sale of the Units was commenced. The Units were offered for sale through
certain officers and directors of the General Partner on behalf of the
Partnership on a self-underwritten, minimum/maximum best efforts basis. The
minimum offering of 100 Units ("Minimum Offering") was required to be sold by
December 31, 1996, unless extended by the General Partner in its sole discretion
to a date no later than January 31, 1997 (the "Initial Termination Date"). All
cash subscription funds received for the Units were held in a noninterest
bearing escrow account pending receipt of the Minimum Offering. On December 4,
1996, the General Partner extended the Initial Termination Date (the period by
which the Minimum Offering was required to be sold) to January 31, 1997.
On December 30, 1996, the Minimum Offering was achieved, but the
Partnership elected not to seek the release of the subscription proceeds from
escrow at that time. As of December 31, 1996, the Partnership had sold 123 Units
raising $1,476,000 in gross proceeds, consisting of $246,000 in cash and
$1,230,000 in Promissory Notes. Approximately 35 of the Units were purchased by
the General Partner and its affiliates. Subsequent to the 1996 year-end, the
escrowed proceeds received from the offering have been released from escrow and
provided to the Partnership in accordance with the terms of the offering. See
Item 1: "Business - Recent Developments".
INVESTMENT OBJECTIVES AND BUSINESS OPERATIONS
The Partnership's principal investment objectives are to: (i) preserve
and protect the Partnership's capital, (ii) provide cash distributions from
operations to Unitholders commencing on or about the year 2000, and (iii)
provide long-term capital appreciation through the potential appreciation in the
value of the Partnership's properties.
The Partnership intends to accomplish its objectives by using the net
cash proceeds of the offering, together with any borrowings that it can obtain
by pledging the Promissory Notes as collateral and from any other available debt
financing, to acquire equity interests in income producing residential and
commercial real property investments. In selecting such acquisitions, the
Partnership will consider a variety of factors, including (i) acquisition costs
in relation to the General Partner's assessment of its value and the replacement
cost of the property, current rentals (if relevant), expenses, and cash flow
(including the ability to increase cash flow throughout the anticipated holding
period), (ii) potential long-term appreciation, (iii) location, condition, and
design of the property, (iv) prospects for long-range liquidity through sale or
refinancing, (v) notice of the community or business district in which the
property is located, (vi) type of property in light of
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the Partnership's diversification objectives, and (vii) applicable rent control,
zoning, or property use conversion restrictions. The Partnership also may invest
in unimproved land or properties which have been recently constructed or under
contract for development. Further, the Partnership may acquire existing
properties with substantial appreciation potential, such as distress properties
or prior use property, which may require refurbishing or additional leasing
activity. Such properties initially may operate below anticipated future
performance levels.
Affiliates of the General Partner have received, and will continue to
receive, fees in connection with the acquisition of the Partnership's real
property investments and the management of such property investments. Neither
the General Partner nor its affiliates, however, will receive any front-end fees
for their services and will not assess the Partnership any fees for
administration and management of the Partnership.
Upon the sale of any real property investment by the Partnership, the
net proceeds after payoff of other obligations of the Partnership, if any, of
the sale will be reinvested in additional property investments.
RECENT DEVELOPMENTS
On January 15, 1997, the subscription proceeds received in connection
with the public offering of the Units were released from escrow and, in
accordance with the terms of the offering, on January 22, 1997, the General
Partner extended the offering through April 30, 1997 ("Final Termination Date").
As of March 31, 1997, the Partnership had sold 269 Units raising $3,228,000 in
gross proceeds, consisting of $528,000 in cash, $50,000 paid by delivery of
undeveloped land (which is valued at $60,000), and $2,640,000 in Promissory
Notes. Approximately 79 of the Units were purchased by the General Partner and
its affiliates.
On March 5, 1997, the Partnership acquired certain commercial real
property located in North Ft. Myers, Florida (the "Ft. Myers Industrial
Complex") which was financed with a combination of funds available from a line
of credit extended by a banking institution and the cash proceeds received by
the Partnership in connection with its public offering the Units.
The Ft. Myers Industrial Complex is approximately 12.62 acres and has
eight warehouse facilities located thereon. There is sufficient space to
construct an additional facility, if required. It is anticipated that the
warehouses will be leased to industrial or manufacturing tenants. No
improvements, renovations, or repairs are planned, except to the extent that
specific tenant requests are made or build-outs may be necessary. There is
approximately 57,773 total square feet of warehouse space available in the eight
buildings, all of which is available for lease. Although no final determination
has been made, and the terms of any leasing arrangements will likely be
considered on a case-by-case basis, the Partnership expects to enter into five
year triple net leasing agreements with prospective tenants. The Partnership
expects to lease the warehouse facilities at rates of $2.00 to $6.00 per
square foot occupied by the tenant. Although the Partnership does not have a
track record as a commercial lessor and the real property does not have a track
record as a commercial rental property, management believes that its first major
tenant will be secured within the next three months and believes it can lease
approximately 90% of the facility by December 31, 1997. However, there can be no
assurance that the Partnership will be able to achieve this goal. Prior to the
Partnership's acquisition of this property, the non-affiliated selling parties
had utilized these warehouse facilities, which facilities were primarily
granaries, for its business operations. Consequently, these facilities have
never been rented to third parties and have no prior operating history or
current tenants. See Item 2: "Properties" and Item 7: "Management's Discussion
and Analysis of Financial Condition and Results of Operations".
COMPETITION
The Partnership will compete with established corporations, other
limited partnerships, and other individuals for the purchase of real property
investments, many of which may have substantially greater financial resources
than that of the Partnership and broader experience in real estate acquisitions
and management than the General Partner and the Management Company. The
Partnership, however, believes that the experience of both the General Partner
and the Management Company will provide the Partnership with a competitive
advantage over competitors who are not as familiar with the real estate market
in that area.
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EMPLOYEES
As of December 31, 1996, neither the General Partner nor the
Partnership had any employees other than its executive officers.
The General Partner has engaged the services of Flordeco, Inc. (the
"Management Company"), an affiliate of the General Partner, to manage the
Partnership's investments. The Management Company and the General Partner will
be responsible for oversight of any capital investment projects and leasing of
the properties. As a result of the arrangements set forth in the Management
Agreement by and between the Partnership and the Management Company (the
"Management Agreement"), the Partnership does not anticipate engaging any full
time employees in the near future, but will instead rely on the Management
Company to retain the employees necessary to provide the Partnership with the
services required thereunder.
As of December 31, 1996, the Partnership had not commenced operations
and was engaged only in organizational activities and the public offering of its
Units. Neither the General Partner, its principals nor its affiliates will
devote their full time and attention to the business of the Partnership, but,
rather will devote only such time as they deem reasonably necessary to manage
the Partnership's business. Further, the officers, directors and shareholders of
the General Partner and the Partnership may and will participate in various
other business activities as long as such activities do not conflict with the
business activities of the Partnership.
ITEM 2. PROPERTIES
As of December 31, 1996, the Partnership did not own any real property
investments. The General Partner and the Partnership both maintain their
principal executive offices at 3591 Fowler Street, Fort Myers, Florida 33901,
telephone (941) 936-8888. These offices are provided by and are shared with the
Management Company on a rent free basis. The General Partner believes that the
existing facilities have sufficient capacity to meet is anticipated needs for
the foreseeable future.
On February 26, 1997, the Partnership acquired ownership of 15 acres of
vacant land located along Interstate Route 75 in Central Ft. Myers, Florida as
partial payment for the purchase of 5 Units from Seymour G. Mandell, a
non-affiliated investor. The property is zoned for commercial or residential
development but such development is not likely within the next five to seven
years. The Partnership has not yet determined whether this property will be used
as rental property or held for investment purposes.
On March 5, 1997, the Partnership acquired ownership of the Ft. Myers
Industrial Complex, a commercial real property located in North Ft. Myers,
Florida. The purchase price, including closing costs, was $755,000 and was
financed by a $500,000 line of credit and $255,000 in cash received from the
sale of Units. This real property, which is approximately 12.62 acres, has eight
warehouse facilities located thereon and sufficient space to construct an
additional facility, if required.
The facilities located at the Ft. Myers Industrial Complex were
constructed in 1981 and are in excellent condition. No improvements,
renovations, or repairs are planned, except to the extent that specific tenant
requests are made or build-outs may be necessary. It is anticipated that the
warehouses will be leased to industrial or manufacturing tenants. There is
approximately 57,773 total square feet of warehouse space available in the eight
buildings, all of which is available for lease. See Item 1: "Business - Recent
Developments" and Item 7: "Management's Discussion and Analysis of Financial
Condition and Results of Operations".
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For more specific information with respect to each warehouse facility,
see the table below.
<TABLE>
<CAPTION>
FLORDECO INDUSTRIAL CAMPUS
NORTH FT. MYERS, FLORIDA
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LEASE RATES: SQUARE ANTICIPATED RENT
BUILDING NUMBER FEET PER SQUARE FOOT DESCRIPTION
- --------------- ------ ---------------- --------------------
<S> <C> <C> <C>
Building One 1,405 $6.00 Main Office Building
Building Two
Refrigerated 17,100 $4.50 Clear Span
Non-refrigerated 10,500 $4.00 Clear Span
Building Three 4,587 $3.00 28+ Ceiling Height
Building Four 572 $4.00 Unfinished Office
Building Five 12,320 $2.00 Concrete Building
Building Six 576 $4.00 Unfinished Office
Building Seven 10,100 $3.50 Interior Dock Height
Building Eight 613 $4.00 Unfinished Office
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TOTAL SQUARE FEET 57,773
======
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
Neither the Partnership nor the General Partner is presently a party to
any legal proceedings which, either individually or in aggregate, are expected
to have a material adverse effect on the business or financial condition of the
Partnership or General Partner. Further, the Partnership and General Partner are
not aware of any such threatened or pending litigation or legal proceedings or
otherwise contemplated against them.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the holders of Units
during the fourth quarter of its fiscal year ended December 31, 1996.
PART II
ITEM 5. MARKET FOR REGISTRANT'S UNITS AND RELATED SECURITYHOLDER
MATTERS
Transfer of the Units is subject to certain restrictions contained in
the Amended and Restated Agreement of Limited Partnership of Flordeco, Ltd.
("Limited Partnership Agreement"). There is no established market for the Units
and it is not anticipated that any market will develop in the future. As of
March 31, 1997, there were approximately 52 holders of the Units.
The Partnership has not made any cash distributions through the date
hereof. Distributions, to Unitholders in the future, if any, is dependent on
future cash flows and profitability of the Partnership.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth below should be read in conjunction with the
Financial Statements and Notes thereto and Item 7 - "Management Discussion and
Analysis and Financial Condition and Results of Operations".
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Since the Partnership is a developmental stage company and has not
commenced substantial operations, all information required to be disclosed by
the Partnership in this Item 6 is identical to that appearing in the financial
statements attached as exhibits to this Form 10-K, which is incorporated herein
by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTRODUCTION
As of December 31, 1996, the Partnership had not commenced any
operations and was engaged only in organizational activities and the public
offering of its Units. Accordingly, the Partnership had limited funds consisting
of the total initial cash capital contributions of $5,000 from the General
Partner and $900 from the initial limited partner. Substantially all the
Partnership's capital is being raised through the public offering of its Units.
The business plan of the Partnership is to raise funds from investors by means
of the public offering and to use such funds (less public offering and
transactional expenses) to make equity investments in income producing real
properties. Accordingly, in order to obtain the necessary capitalization to
commence its business activities the Partnership has offered the Units for sale
at a purchase price of $12,000 per Unit, payable $2,000 in cash and $10,000 in a
Promissory Note. As of December 31, 1996, the Partnership sold 123 Units, but
the Partnership did not seek the release of the subscription funds from escrow
until January 15, 1997. As a result, the Partnership did not have the use of
such subscription funds until their release from escrow. As of December 31,
1996, the Partnership did not have any outstanding commitments or arrangements
to purchase any real property investments.
RESULTS OF OPERATIONS
The following discussion regarding the results of operations should be
read in conjunction with the historical financial statements of the Partnership.
The Partnership was recently formed and has not engaged in any
significant operations through December 31, 1996, except for certain
organizational activities and the public offering of its Units. As of December
31, 1996, the Partnership was considered a development stage company. The
ability of the Partnership to commence operations was dependent upon its ability
to sell the Minimum Offering and break escrow prior to the Initial Termination
Date. Upon achieving the Minimum Offering and receiving the subscription
proceeds released from escrow, the Partnership's future operations were
redirected to purchasing and holding equity investments in a diversified
portfolio of income producing real properties which are expected to be located
primarily in Southwest Florida. Sales of Units, however, will continue until the
Final Termination Date which has been set at April 30, 1997. The General Partner
will make all decisions concerning acquisitions and dispositions of properties.
The decisions of the General Partner will in each instance be made after they
have received the recommendations of the Management Company.
Because the Partnership was engaged primarily in organizational
activities and the offering of its Units, and all the proceeds received from the
offering were held in a noninterest bearing escrow account pending the sale of
the Minimum Offering and were unavailable to the Partnership, the Partnership
did not engage in any significant operations prior to December 31, 1996 and did
not generate any revenues during the year ended December 31, 1996. The
Partnership, however, did, incur offering costs of $59,839 during the fiscal
year ended December 31, 1996. The Management Company paid such costs on behalf
of the Partnership and was reimbursed for such advances upon the Partnership's
receipt of the offering proceeds released from escrow.
Revenues and expenses in future periods will be highly dependent upon
the type of real property investments acquired by the Partnership and the timing
of their acquisition. As discussed above, through December 31, 1996, the
Partnership did not engage in any activities which were not related to the
offering. In March 1997, the Partnership acquired real property which includes
warehouse facilities. These facilities are currently unoccupied and will not
begin generating revenues until tenants are secured. In the interim, the
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Partnership will continue to incur costs for the promotion and maintenance of
the property, including the payment of debt service. Until the Partnership can
find sufficient tenants to operate the facility at a profit, the Partnership is
expected to continue to generate losses. Further, since the facilities have
never been operated as a warehouse facility for lease to third party tenants,
there can be no assurance that the Partnership will be able to secure sufficient
tenants, if any, for the facilities. See Item 1: "Business - Recent
Developments", Item 2: "Property" and Item 7: "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Subsequent Events".
LIQUIDITY AND CAPITAL RESOURCES
The following discussion regarding liquidity and capital resources
should be read in conjunction with the Balance Sheet as of December 31, 1996.
The Partnership's principal source of liquidity through the date hereof
has been the capital contributions of the General Partner and the initial
limited partner. In addition, the Management Company paid certain offering
expenses on behalf of the Partnership in the amount of $59,839, which amount was
repaid to the Management Company upon receipt of the subscription proceeds
released from escrow. The proceeds received from the public offering of its
Units through December 31, 1996, were approximately $1,476.000, consisting of
$246,000 in cash and $1,230,000 in Promissory Notes. After taking into account
the offering expenses of $59,839 the net cash proceeds from the offering as of
December 31, 1996, were $186,161 (or $1,416,161, including the Promissory
Notes).
On January 15, 1997, the funds held in escrow were released to the
Partnership. The Partnership's current investment plans are to acquire and
develop a diversified portfolio of real property investments located primarily
in Southwest Florida on a highly leveraged basis. The amount and timing of any
financing used for the Partnership's acquisitions and investments will depend,
in part, on the availability, terms, and cost of such debt and the actual or
anticipated revenues to be derived from the property investment. The Partnership
currently anticipates using the Promissory Notes as collateral for bank loans or
other institutional financing to be used for the acquisition of any such
property investment. Such borrowings are expected to be repaid with installment
payments received from investors under the Promissory Notes and, to the extent
necessary, funds generated from Partnership operations. See Item 1: "Business -
Investment Objectives and Business Operations". The Partnership Agreement does
not restrict the type of debt that may be incurred by the Partnership. The
maximum indebtedness which may be incurred by the Partnership as a whole shall
not exceed 100% of the total purchase price of all property investments which
have not been refinanced and 100% of the aggregate value as determined by the
lender as of the date of refinancing as to all property investments which have
been refinanced. There is no maximum leverage limitation with respect to any
single property investment, nor are there any limitations as to the number of
mortgages or loans which may be placed on any single property. In connection
with its real property investments, the Partnership currently anticipates that
it will incur aggregate borrowings of 75-100% of the total purchase price of
such investments. See Item 1: "Business - Investment Objectives and Business
Operations".
SUBSEQUENT EVENTS
On March 3, 1997, the Partnership pledged the Promissory Notes as
collateral for a three-year revolving line of credit from a banking institution
in the amount of $500,000 ("Line of Credit"). The interest rate payable on the
credit facility is 1% plus prime and the principal thereon matures on March 1,
2000. Under the terms of the Line of Credit, the outstanding principal balance
shall be reduced to $400,000 in the second year of the credit and to $300,000 in
the third year. Through March 31, 1997, the Partnership has drawn approximately
$500,000 under the Line of Credit.
On March 5, 1997, the Partnership purchased a parcel of commercial
rental property and improvements thereon for a total purchase price of
approximately $755,000. The property, which was purchased by the Partnership in
fee simple, includes eight warehouse facilities. This property is located in
North Ft. Myers, Florida and currently is unoccupied. Prior to the Partnership's
acquisition of this real property investment, the warehouse facilities had been
owned by a non-affiliated business entity which used
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the warehouse facilities for its operations. Accordingly, such facilities have
not been previously leased to third parties. The Partnership intends to commence
leasing activities in the near future. This acquisition was financed by the
$500,000 Line of Credit and $255,000 from the cash proceeds from the offering.
Of the $42,000 in real estate commissions paid in connection with this
investment, approximately $21,000 of the closing costs were paid to Flordeco
Realty, Inc., an affiliate of the General Partner. The tax basis of this
property for tax purposes is $755,580. The Partnership intends to depreciate the
assets on the straight-line method over a 39.5 year period, for a 2.53% rate of
depreciation per year. Based on an appraised value for real property tax
purposes of $1.8 million, the annual taxes on the property would be $34,000.
However, since the property was acquired for substantially less than this
appraised value through an arm's length transaction, management anticipates a
reduction in the annual taxes to $14,000. See Item 1: "Business - Recent
Developments" and Item 2: "Properties" below for additional information
regarding this investment.
The Partnership believes that the cash generated from its public
offering, together with the available credit facilities and the amounts owed to
it under the Promissory Notes, will be sufficient for the Partnership to meet
its capital requirements until the Partnership operations begin to generate the
cash necessary to support its operations.
The Partnership will continue to seek additional investment
opportunities consistent with its investment objectives as described in its
August 12, 1996 prospectus. The Partnership may seek additional financing to
fund any such acquisitions. There can be no assurance that such financing will
be available in amounts or on terms acceptable to the Partnership.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of the Partnership, including the notes
thereto and the report of the independent auditors thereon (the "Financial
Statements"), are contained on pages F-1 through F-4 attached hereto as exhibits
following the signature page to this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
MANAGEMENT OF THE PARTNERSHIP
The Partnership has no directors or executive officers. The
Partnership's activities are managed and controlled by the General Partner and,
except as expressly provided in the Partnership Agreement, the General Partner
has exclusive control to do any and all things necessary or incident to the
Partnership's business. The General Partner has engaged the services of the
Management Company, an affiliate, to manage the Partnership's investments. In
addition, the General Partner and the Management Company will be responsible for
oversight of any capital investment projects and leasing of the properties. To
the extent that any day-to-day activities or operations are delegated by the
General Partner, the General Partner will remain generally responsible for the
Partnership's business and will oversee all such delegated activities or
operations.
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DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information about each person who serves
as a director or executive officer of the General Partner, including their ages
and positions with the General Partner.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE GENERAL PARTNER
---- --- ---------------------------------
<S> <C> <C>
Allan E. Fox 55 President and Director of General Partner
Thomas R. Cronin, Sr. 56 Secretary, Treasurer and Director of General Partner
Dr. Gerald Laboda 59 Director of General Partner
Thomas R. Cronin, Jr.(1) 26 Vice President and Director of General Partner
</TABLE>
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(1) Thomas R. Cronin, Jr. is the son of Thomas R. Cronin, Sr.
The Board of Directors of the General Partner consists of four (4)
members. All directors of the General Partner hold office until the earlier of
the next annual meeting of shareholders and until their successors have been
duly elected and qualified, or their death, resignation, or removal. Officers
are elected annually by the Board of Directors to hold office until the earlier
of their death, resignation, or removal.
Set forth below is the background and experience of the directors and
executive officers of the General Partner.
ALLAN E. FOX is the President and Director of the General Partner.
Since May 1990 Mr. Fox has served as President and Director of both the
Management Company and Flordeco Realty, Inc. Mr. Fox coordinates and manages
real estate sales of Flordeco Realty, Inc. and he is responsible for industrial
and commercial real property development for the Management Company. Mr. Fox
served as the President of Pate Realty/Pate Homes from 1976 to 1981 and was the
Vice President of the Fort Myers Board of Realtors from 1977 to 1978. He has
been a licensed real estate broker since 1969. Mr. Fox also serves on the Board
of Directors of the Greater Fort Myers Chamber of Commerce.
THOMAS R. CRONIN, SR., is the Secretary, Treasurer and a Director of
General Partner. Mr. Cronin was the Chairman of the Board of Directors of West
Coast Bancorp, Inc., a publicly traded bank holding company, and its wholly
owned subsidiary, First National Bank of Southwest Florida, from their inception
in 1987 and 1989, respectively, until their sale in 1997. Mr. Cronin also is
chairman of the Board of Directors of the Management Company, a real estate
development company which he founded in 1973, and Flordeco Realty, Inc. Mr.
Cronin has served as a general partner of CSL&G since 1971. From 1953 to 1995 he
also was a partner of Cronin Distributors, a beverage distribution firm, where
he directed financial and strategic planning. From 1977 to 1982 he was a
director of Ellis Bank located in Fort Myers. He was a founder and an organizer
of Commerce National Bank in Naples and served as a director until its merger in
1987 with First Union National Bank. He is a member of the Board of Trustees of
the Southwest Florida Medical Center, an honorary member of the Board of
Directors of the Greater Fort Myers Chamber of Commerce and has served as a
member of the Board of Directors of Basic American Medical Inc., a public
company. Mr. Cronin also served as the President of the Fort Myers Property
Owners Association and on a Blue Ribbon Committee to build a governmental campus
in downtown Fort Myers. He also is a past president of the Fort Myers YMCA and
United Way.
DR. GERALD LABODA is a Director of the General Partner, the Management
Company and Flordeco Realty, Inc., and since 1971 has served as a general
partner of CSL&G. Dr. Laboda also is a partner and director of Procraft
Industries, a battery wholesaler, and has held those positions since 1989. Dr.
Laboda, an oral surgeon, has maintained a medical practice in the Fort Myers
area since 1965. In June 1971, he assisted in the organization and establishment
of the Southwest Florida Regional Medical Center (known as the Fort Myers
Community Hospital) and has served on its Board of Trustees since its formation
in various capacities including a chairmanship, Secretary and a vice
chairmanship. Columbia/HCA Healthcare Corporation, a publicly traded healthcare
provider, recently has acquired the Fort Myers Hospital and has named Dr. Laboda
as the Medical Director for its Southwest Florida Division. Dr. Laboda also has
served
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<PAGE> 11
as a Senior Director on the Board of Barnett Bank of Lee County. He currently is
the Chairman of the Downtown Redevelopment Agency of the City of Fort Myers.
THOMAS R. CRONIN, JR. is a Vice President and a Director of the General
Partner. Since July 1992, Mr. Cronin has served as the Vice President of the
Management Company and Flordeco Realty, Inc. His responsibilities include
commercial real estate development an marketing. From 1992 to 1995 he served on
the Board of Directors of Cronin Distributors. In addition, from 1993 to 1995,
Mr. Cronin owned his own full service commercial real estate company. He
presently serves on the Board of Directors of YMCA of Lee County and the
Southwest District of the Florida Association of CCIM. Mr. Cronin, a graduate of
the University of Florida, has a B.S. degree in Economics and has received his
Certified Commercial Investment Member Designation.
ITEM 11. EXECUTIVE COMPENSATION
Since inception, neither the Partnership nor the General Partner has
paid any cash compensation to their executive officers or directors. Other than
the Management Agreement, the Partnership has not entered into any written
employment agreements with any persons.
Pursuant to the terms of the Limited Partnership Agreement, the
Partnership will be responsible for paying all expenses incurred by the
Partnership or by the General Partner on behalf of the Partnership. Such
Partnership expenses will include all compensation expenses of the General
Partner. However, the Partnership will not be responsible for compensation
payable to, and expenses incurred by, the shareholders of the General Partner,
other than out-of-pocket expenses incurred by such persons in their capacities
as officers of the General Partner. The General Partner's participation in the
income of the Partnership is set forth in the Limited Partnership Agreement
which is filed as Exhibit 3.1 and 3.2 to this Form 10-K. See Item 13: "Certain
Relationships and Related Transactions" for a discussion of the amounts paid or
which may be paid to the General Partner and certain affiliates of the General
Partner.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Partnership's outstanding Units as of March 31,
1997, by (i) each person known to the Partnership to own beneficially more than
5% of its outstanding Units, (ii) each director and executive officer of the
General Partnership, and (iii) all executive officers and directors of the
General Partnership as a group. Except as otherwise indicated, the persons named
in the table have sole voting and investment power with respect to all Units
owned by them.
<TABLE>
<CAPTION>
CURRENT BENEFICIAL OWNERSHIP
----------------------------
NUMBER PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OF UNITS (1) OF CLASS
- ------------------------------------ --------------- --------
<S> <C> <C>
DIRECTORS AND CERTAIN EXECUTIVE OFFICERS
Allan E. Fox..................................................... -0- *
3591 Fowler Street
Fort Myers, Florida 33901
Thomas R. Cronin, Sr. (2)........................................ 15 5.58%
3591 Fowler Street
Fort Myers, Florida 33901
Dr. Gerald Laboda (3)............................................ 34 12.64%
3591 Fowler Street
Fort Myers, Florida 339901
Thomas R. Cronin, Jr............................................. -0- *
3591 Fowler Street
Fort Myers, Florida 339901
</TABLE>
-9-
<PAGE> 12
<TABLE>
<S> <C> <C>
DIRECTORS AND OFFICERS
All Directors and Officers as a group (four persons)............. 49 18.22%
OTHER BENEFICIAL HOLDERS
Pauline R. Cronin (4)............................................ 25 9.29%
1593 Whiskey Creek Drive
Fort Myers, Florida 33919
David L. Lageschulte............................................. 30 11.15%
2644 Shriver Drive
Fort Myers, Florida 33901
</TABLE>
- --------------
* Less than 1%
(1) In accordance with Rule 13d-3 promulgated pursuant to the Securities
Exchange Act of 1934, a person is deemed to be the beneficial owner of a
security for purposes of the rule if he or she has or shares voting power
or dispositive power with respect to such security or has the right to
acquire such ownership within sixty days. As used herein, "voting power" is
the power to vote or direct the voting of shares, and "dispositive power"
is the power to dispose or direct the disposition of shares, irrespective
of any economic interest therein.
(2) Includes 10 Units held by Flordeco, Inc. since Mr. Cronin, Sr. holds
76.066% of the shares in Flordeco, Inc. Does not include Units held by the
General Partnership since no one individual holds a controlling interest in
the General Partnership.
(3) Does not include Units held by the General Partnership since no one
individual holds a controlling interest in the General Partnership.
(4) Ms. Cronin is the mother of Thomas R. Cronin, Sr., and the grandmother of
Thomas R. Cronin, Jr.
As of March 31, 1997, the General Partnership held 5 Units. The
principal shareholders of the General Partnership are Messrs. Thomas R. Cronin,
Sr., Allan E. Fox, Gerald Laboda and Thomas R. Cronin, Jr. Each of these
gentlemen hold 35%, 20%, 25% and 20%, respectively, of the shares of the General
Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A number of interrelationships exist among the officers, directors,
and shareholders of the General Partner, the Management Company, and Flordeco
Realty, Inc. In this regard, the Management Company and its wholly-owned
subsidiary, Flordeco Realty, Inc., share the same officers and directors.
Messrs. Thomas R. Cronin, Sr., Dr. Gerald Laboda, Allan E. Fox, and Thomas R.
Cronin are the sole shareholders of the General Partner and also are officers
and directors of the General Partner, Flordeco Realty, Inc. and the Management
Company. In addition, Mr. Thomas R. Cronin, Sr. and Dr. Gerald Laboda together
own a controlling interest in the Management Company.
The Management Company has entered into the Management Agreement
pursuant to which it will provide certain management services to the Partnership
and its real property investments. The Management Company will locate and
evaluate prospective real estate investments on behalf of the Partnership,
present investment recommendations to the General Partner, negotiate the terms
of investments on behalf of the Partnership, establish a business plan for the
properties, advise the General Partner on financing, refinancing, or eventual
sale of the Partnership's investments, and provide certain administrative
services to the Partnership in connection with its day-to-day operations. As
compensation for such services, the Partnership has agreed to pay the Management
Company a monthly management fee equal to 5% of the Gross Operating Receipts
from Rents (as defined in the Management Agreement).
In connection with the purchase, sale and other real estate brokerage
services required by the Partnership with respect to its real property
acquisitions and leases, the Partnership and/or the Management
-10-
<PAGE> 13
Company may utilize the services of Flordeco Realty, Inc. Although the terms of
the brokerage commissions will not be determined through arm's-length
negotiations, the brokerage commissions paid to Flordeco Realty, Inc. will be
comparable to similar commissions payable to third parties for such services.
Flordeco Realty, Inc. is a wholly-owned subsidiary of the Management Company.
As of December 31, 1996, the Partnership had not commenced any
significant operations, except for certain organizational activities and the
public offering of its Units, and did not purchase or own any real property
investments which generated any Gross Operating Receipts from Rents or required
any real estate brokerage services. Accordingly, no fee or compensation was
paid to the Management Company or Flordeco Realty, Inc. during 1996. However,
Flordeco Realty, Inc. did receive $21,000 in real estate brokerage commission
in March 1997 in connection with the acquisition of the Ft. Myers Industrial
Complex.
During the fiscal year ended December 31, 1996, the Management Company
paid offering costs of $59,839 on behalf of the Partnership. These amounts were
repaid to the Management Company by the Partnership with the proceeds of the
offering received upon their release from escrow. See Note 3 to the Financial
Statements attached as an exhibit to this Form 10-K.
-11-
<PAGE> 14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES, AND REPORTS ON
FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
1. Financial Statements
Report of Independent Accountants
Balance Sheet, December 31, 1996
Notes to Financial Statements
2. Exhibits
1.3 -- Form of Promissory Note and Security Agreement, incorporated
herein by reference to Exhibit 1.3 of the Partnership's
Registration Statement on Form S-11 (Registration No.
333-2820) previously filed with the Commission.
3.1 -- Certificate of Limited Partnership of the Partnership,
incorporated herein by reference to Exhibit 3.1 of the
Partnership's Registration Statement on Form S-11
(Registration No. 333-2820) previously filed with the
Commission.
3.2 -- Agreement of Limited Partnership of Flordeco, Ltd. dated March
18, 1995, incorporated herein by referenced to Exhibit 3.2 of
the Partnership's Registration Statement on Form S-11
(Registration No. 333-2820) previously filed with the
Commission.
3.3 -- Amended and Restated Agreement of Limited Partnership of
Flordeco, Ltd., incorporated herein by reference to Exhibit
3.3 of the Partnership's Registration Statement on Form S-11
(Registration No. 333-2820) previously filed with the
Commission.
4.1 -- See Exhibits 3.1 and 3.3 for provisions of Certificate of
Limited Partnership of Flordeco, Ltd., and the Amended and
Restated Agreement of Limited Partnership of Flordeco, Ltd.
10.1 -- Management Agreement by and between Flordeco, Inc. and
Flordeco, Ltd., incorporated herein by reference to Exhibit
10.1 of the Partnership's Registration Statement on Form S-11
(Registration No. 333-2820) previously filed with the
Commission.
10.2 -- Contract for Sale and Purchase by and between Pioneer Hi Bred
International, Inc. and Thomas R. Cronin, and Closing
Statement dated March 5, 1997, incorporated herein by
reference to Exhibit 10.1 of the Partnership's Form 10-Q for
the quarterly period ending March 31, 1997.
10.3 -- Loan Agreement by and among Flordeco, Ltd., and First
Independence Bank of Florida, executed March 3, 1997, together
with Promissory Note (Revolving Line of Credit) in the amount
of $500,000 payable to Flordeco, Ltd. to First Independence
Bank of Florida, and other exhibits, incorporated herein by
reference to Exhibit 10.2 of the Partnership's Form 10-Q for
the quarterly period ending March 31, 1997.
10.4 -- Closing Statement for title insurance on land received as
payment for 5 Units of limited partnership interests in the
Partnership, incorporated herein by reference to Exhibit 10.3
of the Partnership's Form 10-Q for the quarterly period ending
March 31, 1997.
27.1 -- Financial Data Schedule (for SEC use only).
(b) REPORTS ON FORM 8-K
None.
-12-
<PAGE> 15
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FLORDECO, LTD.
Date: June 17, 1997 By: INVESTORS TRUST, INC.,
as General Partner
By: /s/ Allan E. Fox
---------------------------------------
Allan E. Fox
President and Chief Executive Officer
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE* DATE
--------- ------ ----
<S> <C> <C>
/s/ Allan E. Fox President and Director of General Partner June 17, 1997
- ------------------------------ (Principal Executive Officer)
Allan E. Fox
/s/ Thomas R. Cronin, Sr. Secretary, Treasurer, and Director June 17, 1997
- ------------------------------ of General Partner (Principal Accounting
Thomas R. Cronin, Sr. Officer and Principal Financial Officer)
/s/ Dr. Gerald Laboda Director of General Partner June 17, 1997
- ------------------------------
Dr. Gerald Laboda
/s/ Thomas R. Cronin, Jr. Vice President and Director June 17, 1997
- ------------------------------ of General Partner
Thomas R. Cronin, Jr.
</TABLE>
- --------------------
*These offices and directorships are held in Investors Trust, Inc., which is the
sole General Partner of Flordeco, Ltd.
<PAGE> 16
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH
REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT
BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT
A copy of this Form 10-K will be made available to holders of Units at
the time of filing of this report. No annual report other than this Form 10-K
covering the registrant's last fiscal year will be sent to the registrant's
security holders.
No meeting of limited partners is currently anticipated. Accordingly,
no proxy material will be furnished to its security holders.
<PAGE> 17
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGES
<S> <C>
Report of Independent Accountants F-1
Financial Statement:
Balance Sheet F-2
Notes to Financial Statement F-3 - F4
</TABLE>
<PAGE> 18
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Flordeco, Ltd.
Fort Myers, Florida
We have audited the accompanying balance sheet of Flordeco, Ltd. (a development
stage enterprise) as of December 31, 1996. This financial statement is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of Flordeco, Ltd. (a development
stage enterprise) as of December 31, 1996, in conformity with generally accepted
accounting principles.
Fort Myers, Florida
April 22, 1997
F-1
<PAGE> 19
FLORDECO, LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Cash in bank $246,000
--------
Total assets $246,000
========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Due to related party $ 59,839
PARTNERS' EQUITY 186,161
--------
Total liabilities and partners' equity $246,000
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE> 20
FLORDECO, LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENT
1. NATURE OF BUSINESS:
Flordeco, Ltd. (Flordeco), a Florida limited partnership, was formed to
make equity investments in a diversified portfolio of income producing
residential and commercial properties. Profits, losses, and
distributions of cash or property by the Partnership generally will be
made to the Unitholders (including the general partner) in proportion
to the units held by each of them.
As of December 31, 1996, Flordeco has not commenced operations and is
considered a development stage enterprise.
2. PARTNERS' EQUITY:
In 1996, Flordeco filed a registration statement (Form S-11) with the
Securities and Exchange Commission in order to sell partnership units
to the public. The offering called for a maximum of 1,000 units and a
minimum of 100 units at $12,000 per unit, payable $2,000 in cash and a
$10,000 full-recourse promissory note. Each promissory note is payable
over ten years at $1,000 per year without interest. The offering will
terminate no later than April 30, 1997.
As of December 31, 1996, Flordeco had sold 123 units, receiving cash of
$246,000 and notes totaling $1,230,000. Of the 123 units sold, 5 units
were purchased by the general partner (Investors Trust, Inc.) and 30
units were purchased, directly or indirectly, by shareholders of the
general partner.
Partners' capital at December 31, 1996 consisted of the following:
<TABLE>
<S> <C>
Sale of units $ 1,476,000
Less: Notes receivable (1,230,000)
Offering costs (59,839)
-----------
Balance, December 31, 1996 $ 186,161
===========
</TABLE>
As of April 21, 1997, Flordeco had sold an additional 164 units,
receiving $318,000 in cash, undeveloped land valued at $60,000 and
notes totaling $1,590,000. Included in the additional 164 units were
51 units sold, directly or indirectly, to shareholders of the general
partner and 10 units to an affiliate of the general partner, Flordeco,
Inc., a Florida corporation, (the Management Company).
F-3
<PAGE> 21
NOTES TO FINANCIAL STATEMENT, CONTINUED
3. RELATED PARTIES:
The Management Company will provide certain management services to the
partnership and its real property investments. Mr. Thomas R. Cronin and
Dr. Gerald Laboda, shareholders of the general partner, together own a
controlling interest in the Management Company. Flordeco Realty, Inc.
is a Florida corporation and a wholly-owned subsidiary of the
Management Company.
Partnership transactions involving the purchase, lease, and sale of the
partnership's properties may result in the immediate realization by the
general partner and its affiliates, including the Management Company
and Flordeco Realty, Inc., of substantial commissions, fees,
compensation and other income. These fees will generally be based upon
a percentage of the amount paid to or by the partnership. None of the
agreements for such services were the result of arm's-length
negotiations.
During the fiscal year, the Management Company paid offering costs of
$59,839 on behalf of Flordeco. This liability is classified as "due to
related party" on the balance sheet.
4. RISKS AND UNCERTAINTIES:
The partnership will be subject to all of the risks inherent in owning
real property investments. Such risks include, but are not limited to,
changes in the investment climate for real estate, unanticipated
operating expenses, occupancy levels, and rental rates. It is
anticipated that most of the proposed investments will be located in
the limited geographical area of Southwest Florida.
5. SUBSEQUENT EVENT:
On March 3, 1997, Flordeco obtained a three-year revolving line of
credit in the amount of $500,000. The line is collateralized by the
partners' promissory notes receivable. The rate of interest on the
credit line is prime plus one percent. Under terms of the credit line,
the maximum outstanding principal balance shall be reduced to $400,000
in the second year and $300,000 in the third year. The loan matures
March 1, 2000.
On March 5, 1997, Flordeco purchased commercial rental property for
approximately $755,000. The property is located in North Fort Myers,
Florida. Currently the property, a warehouse, is unoccupied.
F-4
<PAGE> 22
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBITS NUMBERED PAGES
- ------- ----------------------- --------------
<S> <C> <C>
1.3 -- Form of Promissory Note and Security Agreement, incorporated
herein by reference to Exhibit 1.3 of the Partnership's
Registration Statement on Form S-11 (Registration No.
333-2820) previously filed with the Commission.
3.1 -- Certificate of Limited Partnership of the Partnership,
incorporated herein by reference to Exhibit 3.1 of the
Partnership's Registration Statement on Form S-11
(Registration No. 333-2820) previously filed with the
Commission.
3.2 -- Agreement of Limited Partnership of Flordeco, Ltd. dated March
18, 1995, incorporated herein by referenced to Exhibit 3.2 of
the Partnership's Registration Statement on Form S-11
(Registration No. 333-2820) previously filed with the
Commission.
3.3 -- Amended and Restated Agreement of Limited Partnership of
Flordeco, Ltd., incorporated herein by reference to Exhibit
3.3 of the Partnership's Registration Statement on Form S-11
(Registration No. 333-2820) previously filed with the
Commission.
4.1 -- See Exhibits 3.1 and 3.3 for provisions of Certificate of
Limited Partnership of Flordeco, Ltd., and the Amended and
Restated Agreement of Limited Partnership of Flordeco, Ltd.
10.1 -- Management Agreement by and between Flordeco, Inc. and
Flordeco, Ltd., incorporated herein by reference to Exhibit
10.1 of the Partnership's Registration Statement on Form S-11
(Registration No. 333-2820) previously filed with the
Commission.
10.2 -- Contract for Sale and Purchase by and between Pioneer Hi Bred
International, Inc. and Thomas R. Cronin, and Closing
Statement dated March 5, 1997, incorporated herein by
reference to Exhibit 10.1 of the Partnership's Form 10-Q for
the quarterly period ending March 31, 1997.
10.3 -- Loan Agreement by and among Flordeco, Ltd., and First
Independence Bank of Florida, executed March 3, 1997, together
with Promissory Note (Revolving Line of Credit) in the amount
of $500,000 payable to Flordeco, Ltd. to First Independence
Bank of Florida, and other exhibits, incorporated herein by
reference to Exhibit 10.2 of the Partnership's Form 10-Q for
the quarterly period ending March 31, 1997.
10.4 -- Closing Statement for title insurance on land received as
payment for 5 Units of limited partnership interests in the
Partnership, incorporated herein by reference to Exhibit 10.3
of the Partnership's Form 10-Q for the quarterly period ending
March 31, 1997.
27.1 -- Financial Data Schedule (for SEC use only). - 1 -
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 246,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 246,000
<CURRENT-LIABILITIES> 59,839
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 186,161
<TOTAL-LIABILITY-AND-EQUITY> 246,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
