<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-20677
FIRSTCITY LIQUIDATING TRUST
(Exact name of registrant as specified in its charter)
Texas 06-6414468
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1021 Main, Suite 250, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 651-7841
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of July 31, 1997,
2,460,911 units of Class B Beneficial Interests and 738,273 units of Class C
Beneficial Interests were outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
-------- --------
Assets, at estimated fair value (unaudited)
-------------------------------
<S> <C> <C>
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 7,148 $ 36,129
Trust assets, net . . . . . . . . . . . . . . . . . . . . . . . . . 98,770 89,100
-------- --------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . 105,918 125,229
-------- --------
Less liabilities at face or estimated amount
--------------------------------------------
Payables and accrued liabilities . . . . . . . . . . . . . . . . . . 2,153 3,912
-------- --------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 2,153 3,912
-------- --------
Commitments and contingencies . . . . . . . . . . . . . . . . . . . . -- --
Trust net asset value attributable to:
-------------------------------------
Class "A" Certificate, held by FirstCity Financial Corporation . . . 24,265 53,617
Class "B" Certificate, 2,460,911 units outstanding . . . . . . . . . 79,500 67,700
Class "C" Certificate, 738,273 units outstanding . . . . . . . . . . -- --
-------- --------
Total net asset value . . . . . . . . . . . . . . . . . . . . $103,765 $121,317
======== ========
</TABLE>
CONSOLIDATED STATEMENTS OF INCOME AND
CHANGES IN NET ASSET VALUE IN LIQUIDATION
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
-------------------------- -------------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Changes in fair value of trust assets . . . $ 16,508 $ 10,576 $ 28,269 $ 25,899
Interest income on short-term investments . 378 147 780 470
Interest expense . . . . . . . . . . . . . -- (96) (155) (111)
Administrative expense . . . . . . . . . . (1,351) (3,589) (9,273) (6,914)
--------- --------- --------- ---------
Net income . . . . . . . . . . . . . 15,535 7,038 19,621 19,344
--------- --------- --------- ---------
Net asset value, beginning of period . . . 115,129 158,368 121,317 201,781
Distributions on Class "A" Certificate . . (26,899) (2,178) (37,173) (57,897)
--------- --------- --------- ---------
Net asset value, end of period . . . . . . $ 103,765 $ 163,228 $ 103,765 $ 163,228
========= ========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19,621 $ 19,344
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Changes in fair value of trust assets . . . . . . . . . . . . (28,269) (25,899)
Collections on trust assets, net of advances . . . . . . . 22,938 80,016
Capital improvements on trust assets . . . . . . . . . . . . (4,503) --
Decrease in estimated administrative claims . . . . . . . . . -- (3,486)
Decrease in payables and accrued liabilities . . . . . . . . (1,595) (295)
-------- --------
Net cash provided by operating activities . . . . . . . . 8,192 69,680
-------- --------
Cash flows from investing activities:
Repayment of advance to FirstCity Financial Corporation . . . . -- 2,000
Purchase of FirstCity senior subordinated notes . . . . . . . . -- (4,000)
Redemption of FirstCity senior subordinated notes . . . . . . . -- 2,000
-------- --------
Net cash provided by investing activities . . . . . . . . -- --
-------- --------
Cash flows from financing activities:
Borrowings under notes payable to banks . . . . . . . . . . . . -- 19,800
Payments of notes payable to banks . . . . . . . . . . . . . . . -- (19,800)
Distributions on Class "A" Certificate . . . . . . . . . . . . . (37,173) (56,897)
-------- --------
Net cash used in financing activities . . . . . . . . . . (37,173) (56,897)
-------- --------
Net increase (decrease) in cash . . . . . . . . . . . . . . . . $(28,981) $ 12,783
Cash, beginning of period . . . . . . . . . . . . . . . . . . . 36,129 11,260
-------- --------
Cash, end of period . . . . . . . . . . . . . . . . . . . . . . $ 7,148 $ 24,043
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . $ 155 $ 111
======== ========
Non-cash financing activities:
Cancellation of FirstCity senior subordinated notes . . . $ -- $ 1,000
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1997
(A) Basis of Presentation
The unaudited consolidated financial statements of FirstCity
Liquidating Trust (the "Trust") reflect, in the opinion of management,
all adjustments, consisting only of normal and recurring adjustments,
necessary to present fairly the Trust's net assets in liquidation at
June 30, 1997, and its changes in net asset value in liquidation and
cash flows for the three month and six month periods ended June 30,
1997 and 1996.
Management of the Trust has made certain estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure
of contingent assets and liabilities to prepare these consolidated
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
Certain amounts in the financial statements for prior periods have
been reclassified to conform with current financial statement
presentation.
(B) Trust Assets
Trust assets are comprised of the following (dollars in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
Estimated Gross Cash Flow by Type of Asset 1997 1996
------------------------------------------ --------- ---------
(unaudited)
<S> <C> <C>
Borrowers' obligation on outstanding balance of:
Performing loans . . . . . . . . . . . . $ 60,041 $ 68,551
Nonperforming loans . . . . . . . . . . 3,157 2,363
Receivable from the FDIC . . . . . . . . . 2,000 2,000
Real estate and other assets . . . . . . . 52,524 49,122
--------- ---------
Total . . . . . . . . . . . . . . . . . 117,722 122,036
--------- ---------
Discount required to reflect trust assets at
estimated fair value . . . . . . . . . (18,952) (32,936)
--------- ---------
Trust assets, net . . . . . . . . . . . . . $ 98,770 $ 89,100
========= =========
</TABLE>
For each asset, estimates of income, expense and net cash flow on a
monthly basis through the expected final disposition date are
prepared. The individual asset budget is developed based upon factors
which include physical inspection of the asset or the collateral
underlying the related loan, local market conditions, contractual
payments or rents, and discussions with the relevant borrower. The
Trust's management and the Portfolio Committee periodically reevaluate
and revise projected monthly cash flows on an asset by asset basis.
At June 30, 1997 and December 31, 1996, the projected monthly cash
flows were discounted at 11% to reflect the Trust assets at estimated
fair value. The Trust assets are highly concentrated in Texas.
4
<PAGE> 5
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(continued)
(C) Distribution Priorities
The Trust is required to apply all proceeds from liquidation and
disposition of the Trust's assets first to payment of normal operating
expenses. Second, Trust proceeds are distributed to FirstCity, the
sole Class A Certificate holder, for payment of principal and interest
on senior subordinated notes and redemption of special preferred
stock. Pursuant to a June 1997 agreement with FirstCity, the Trust
will retire its obligation to FirstCity under the Class A Certificate
by paying FirstCity $22.75 per share for the 1,923,481 outstanding
special preferred shares at June 30, 1997, the 1997 second quarter
dividend of $.7875 per share, and 15% interest from June 30, 1997, on
the nominal stated value ($21.0 million) of shares not retired by June
30, 1997. The Trust distributed $105.7 million to FirstCity in 1996
for the early redemption of senior subordinated notes and $1 million
senior subordinated notes held by the Trust were canceled. In
addition, the Trust distributed $9.6 million to FirstCity in 1996 and
$5.1 million through July 15, 1997 for accrued dividends on special
preferred stock. In 1997, the Trust, in cooperation with FirstCity,
began making distributions to FirstCity for the purchase of FirstCity
special preferred stock. As of June 30, 1997, the Trust had
distributed approximately $12.6 million to FirstCity for the
repurchase by FirstCity of 537,430 shares (nominal stated value of
$11.3 million) of special preferred stock. On June 30, 1997, the
Trust distributed $21.0 million to FirstCity related to 923,481
special preferred shares under the June 1997 agreement discussed
above. In July 1997 the Trust distributed $15.5 million to FirstCity,
reducing the Class A Certificate obligation to approximately $7.4
million.
The third order of distribution of Trust proceeds is payments pursuant
to employment agreements with certain former employees of the Debtor.
Fourth, Class B Certificate holders (and, pursuant to bonus
agreements, certain former employees of the Debtor) are entitled to
distributions up to the Pour-Over Level (as hereinafter defined). The
bonus pool and executive long-term incentive plan provides for the
payment of $750,000 in bonuses to certain former employees of the
Debtor after the Trust achieves approximately $275 million of net
collections, the payment of another $750,000 after approximately $30
million of additional net collections, and the payment of bonuses in
the amount of 5% of all net collections in excess of $305 million.
The Pour-Over Level (approximately $134 million at June 30, 1997) is
the liquidation preference on July 3, 1995 of the Debtor's Series B
and Series E preferred stock, less the nominal stated value of
FirstCity special preferred stock and the book value of FirstCity
common stock issued to the Series B and Series E holders, plus
interest at an annual rate of 6.5% from July 3, 1995. Lastly, Class C
Certificate holders receive distributions, if any, after all required
payments (approximately $54.32 per Class B Certificate unit at June
30, 1997) to Class B Certificate holders. No distributions to Class C
Certificate holders are anticipated.
5
<PAGE> 6
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(continued)
The ultimate amounts to be distributed to the holders of the A, B and
C Certificates will result from the cash flow actually realized from
the liquidation of the non-cash Trust assets and contingent asset
claims. The determination of the net asset value of the Trust in the
accompanying consolidated statements of net assets in liquidation is
based upon estimates of future cash flows. The actual cash flows and
the timing of such cash flows may vary significantly from those
estimates, thus affecting the final distributions to the Certificate
holders.
(D) Investment Management Agreement
Pursuant to an investment management agreement, FirstCity managed the
liquidation of Trust assets and the Trust paid FirstCity a 3%
servicing fee on collections (as defined in the Investment Management
Agreement) up to a specified level of collections. Thereafter, the
servicing fee percentage increased with additional levels of
collections. In the first quarter of 1997, the Investment Management
Agreement was terminated and, in consideration of this termination,
the Trust paid FirstCity $6.8 million, plus interest at a rate of 10
percent per annum from January 1, 1997 until paid. Administrative
expense includes $6.8 million in the first six months of 1997 and $2.3
million in the first six months of 1996, for servicing fees.
(E) Contingencies
The Trust is involved in various legal proceedings in the ordinary
course of business. In the opinion of management of the Trust, the
resolution of such matters should not have a material adverse impact
on the financial position, results of operations or liquidity of the
Trust.
In 1996, the FDIC closed the receiverships of the Debtor's banks and
distributed the remaining surplus of those receiverships to the Trust.
In accordance with a conveyance and indemnification agreement, the
Trust will be required, among other things, to provide indemnity until
March 31, 1999 to the FDIC against any known or unknown liabilities,
obligations or actual expenses which may arise now or in the future
associated with the receiverships, in an aggregate amount up to $12
million. Management of the Trust does not believe that, to the extent
the Trust is obligated to pay certain claims or expenses associated
with the past obligations of the Debtor's banks, such payments will
have a material adverse impact on the financial position, results of
operations or liquidity of the Trust.
6
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The operations of the Trust for the second quarter and first six
months of 1997 and 1996 are summarized below (dollars in thousands):
<TABLE>
<CAPTION>
Six Months Ended June 30,
Second Quarter Second Quarter -------------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Changes in fair value of trust assets . . . $ 16,508 $ 10,576 $ 28,269 $ 25,899
Interest income on short-term investments . 378 147 780 470
Interest expense . . . . . . . . . . . . . -- (96) (155) (111)
Administrative expense . . . . . . . . . . (1,351) (3,589) (9,273) (6,914)
-------- -------- -------- --------
Net income . . . . . . . . . . . . . $ 15,535 $ 7,038 $ 19,621 $ 19,344
======== ======== ======== ========
</TABLE>
SECOND QUARTER 1997 COMPARED TO SECOND QUARTER 1996
The estimated fair value of the Trust's assets increased $16.5
million in the second quarter of 1997 as compared to $10.6 million in the
second quarter of 1996, an increase attributable to several factors, including
approximately $7 million based on the contract sales price (expected to close
in the fourth quarter of 1997) of a large asset. Other factors which
contributed to the enhancement of the net asset value of the Trust's assets in
the second quarters of 1997 and 1996 include (i) the appreciation in value of
certain assets attributable to a favorable interest rate environment and the
effect of such favorable interest rates on the marketability of real estate and
(ii) the increase in the estimated market value of the Trust's assets that
naturally occurs as the remaining life of the Trust (and concomitantly the
discount factor applied in calculating net asset value) decreases.
Interest income on short-term investments increased in the second
quarter of 1997 as compared to the second quarter of 1996 because more excess
funds were available. Interest expense in the second quarter of 1996 resulted
from borrowings to facilitate the early redemption of FirstCity senior
subordinated notes.
Administrative expense totaled $1.4 million in the second quarter
of 1997 as compared to $3.6 million in the second quarter of 1996. In the
first quarter of 1997, the Investment Management Agreement was terminated;
therefore, there were no servicing fees in the second quarter of 1997.
Comparatively, servicing fees paid to FirstCity were $1.1 million in the second
quarter of 1996. Professional fees totaled $.6 million in the second quarter
of 1997 as compared to $1.2 million in the second quarter of 1996.
7
<PAGE> 8
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996
The estimated fair value of the Trust's assets increased $28.3
million in the first six months of 1997 as compared to $25.9 million in the
first six months of 1996, an increase attributable to several factors,
including the elimination of servicing fees to FirstCity (which were netted
against future cash flows) because the Investment Management Agreement was
terminated and $7 million related to a contract sales price (discussed above).
The estimated fair value of the Trust's assets increased in the first six
months of 1996, in part due to loan recoveries that exceeded anticipated
recoveries by approximately $1.4 million and an increase in the estimated
residual value of the Trust's receivable from the FDIC of $3.5 million. Other
factors which contributed to the enhancement of the net asset value of the
Trust's assets in the first six months of 1997 and 1996 include (i) the
appreciation in value of certain assets attributable to a favorable interest
rate environment and the effect of such favorable interest rates on the
marketability of real estate and (ii) the increase in the estimated market
value of the Trust's assets that naturally occurs as the remaining life of the
Trust (and concomitantly the discount factor applied in calculating net asset
value) decreases.
Interest income on short-term investments increased in the first
six months of 1997 as compared to the first six months of 1996 because more
excess funds were available. Interest expense in the first six months of 1997
resulted from the termination of the Investment Management Agreement, as
discussed below. In 1996, interest expense resulted from borrowings to
facilitate the early redemption of FirstCity senior subordinated notes.
Administrative expense totaled $9.3 million in the first six
months of 1997 as compared to $6.9 million in the first six months of 1996.
In the first quarter of 1997, the Investment Management Agreement was
terminated and, in consideration of this termination, the Trust paid FirstCity
$6.8 million, plus interest at a rate of 10 percent per annum from January 1,
1997 until paid. Comparatively, servicing fees paid to FirstCity were only
$2.3 million in the first six months of 1996. Professional fees totaled $1.0
million in the first six months of 1997 as compared to $1.9 million in the
first six months of 1996.
Pursuant to a June 1997 agreement with FirstCity, the Trust will
retire its obligation to FirstCity under the Class A Certificate by paying
FirstCity $22.75 per share for the 1,923,481 outstanding special preferred
shares at June 30, 1997, the 1997 second quarter dividend of $.7875 per share,
and 15% interest from June 30, 1997, on the nominal stated value ($21.0
million) of shares not retired by June 30, 1997. At June 30, 1997, the net
asset value attributable to the Class A Certificate was $24.3 million,
representing the $22.8 million retirement price of FirstCity's special
preferred stock and $1.5 million of accrued dividends on special preferred
stock.
The Trust distributed $5.1 million to FirstCity through July 15,
1997, for accrued dividends on special preferred stock. In the first six months
of 1997, the Trust, in cooperation with FirstCity, began making distributions
to FirstCity for the purchase by FirstCity of its special preferred stock. As
of June 30, 1997, the Trust had distributed approximately $12.6 million to
FirstCity for the repurchase by FirstCity of 537,430 shares of special
preferred stock. On June 30, 1997, the Trust distributed $21.0 million to
FirstCity related to 923,481 special preferred shares under the June 1997
8
<PAGE> 9
agreement discussed above. In July 1997 the Trust distributed $15.5 million to
FirstCity, reducing the Class A Certificate obligation to approximately $7.4
million. These distributions were made possible principally by $22.9 million
in net collections on Trust assets in the first six months of 1997 and cash
held at December 31, 1996. The Class B Beneficial Interests were valued at
$79.5 million at June 30, 1997. Distributions to Class C Certificate holders
are not anticipated.
Non-cash trust assets at June 30, 1997 and December 31, 1996 were
comprised of the following (dollars in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
Estimated Gross Cash Flow by Type of Asset 1997 1996
- ------------------------------------------ --------- ---------
<S> <C> <C>
Borrowers' obligation on outstanding balance of:
Performing loans . . . . . . . . . . . $ 60,041 $ 68,551
Nonperforming loans . . . . . . . . . 3,157 2,363
Receivable from the FDIC . . . . . . . . . 2,000 2,000
Real estate and other assets . . . . . . . 52,524 49,122
--------- ---------
Total . . . . . . . . . . . . . . . 117,722 122,036
--------- ---------
Discount required to reflect trust assets at
estimated fair value . . . . . . . . (18,952) (32,936)
--------- ---------
Trust assets, net . . . . . . . . . . . . $ 98,770 $ 89,100
========= =========
</TABLE>
For each asset, estimates of income, expense and net cash flow
on a monthly basis through the expected final disposition date are prepared by
management of the Trust. The individual asset budget is developed based upon
factors which include physical inspection of the asset or the collateral
underlying the related loan, local market conditions, contractual payments or
rents, and discussions with the relevant borrower. The Trust's management
periodically reevaluates and revises its projected monthly cash flows on an
asset by asset basis. At June 30, 1997 and December 31, 1996, the projected
monthly cash flows were discounted at 11% to reflect the Trust assets at
estimated fair value.
Two of the most significant assets of the Trust are a downtown
Houston office building and a 67% interest in a partnership which owns a second
downtown Houston office building. Both assets are currently under contract for
sale. The $79.5 million current valuation of the Class B Beneficial Interests
includes a $15 million valuation for the owned building, which is the
contracted sale price, and a $9 million valuation for the 67% partnership
interest. In the second quarter of 1997, the Trust announced that the 67%
partnership interest was under a contract for sale for $18 million. However,
the valuation for the partnership interest has been left at the lower amount of
$9 million, which reflects current book value, because the sale is a
complicated transaction involving other parties and it is difficult to predict
if and when the sale will be completed. If the transaction closes, the Class B
Beneficial Interests valuation will increase by approximately $8 million.
At June 30, 1997, the Trust also held certain claims, such as
claims under fidelity bonds and judgments and deficiencies arising from charged
off loans to former borrowers of the Debtor's banks. The estimated future cash
flows from which the net asset value of the Trust was derived include estimated
future collections which might be realized from such claims only when such
9
<PAGE> 10
amounts are reasonably certain and estimable. No value was assigned at June
30, 1997. In the first quarter of 1997, a claim (valued at $8 million on
December 31, 1996) against former directors and officers of the Debtor of
approximately $8 million was collected.
10
<PAGE> 11
PART II - OTHER INFORMATION
Item 5. Other Information.
The amounts of items of income, gain, loss, and deduction to
be allocated to each of the Class A, Class B, and Class C Certificate holders
for any taxable year will be based, in part, on the amount of income earned by
the assets in the Trust, including the assets held through partnerships, as
well as the amount of gain or loss recognized on the sale of such assets.
Because of the significant contingencies remaining as to what income, gain or
loss will be recognized, it is not possible to estimate at this time the amount
of income, gain or loss that will be allocated to any Certificate holder (and
consequently taken into account on such holder's own tax return). The current
market price of a Class B Certificate is significantly in excess of the basis
of the assets held indirectly by the Trust attributable to such Certificate.
As a result of this excess, the Portfolio Committee instructed its advisors to
analyze the possible tax impact to Certificate holders under various pro forma
assumptions. As a result of such preliminary analysis, the Portfolio Committee
determined that no tax election to defer any tax recognition to Certificate
holders should be made at the present time, subject to conclusion of the
analysis.
11
<PAGE> 12
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description
---- ----------------------------------------------------------------------------------------------------
<S> <C>
2.1(1) Joint Plan of Reorganization for First City Bancorporation of Texas, Inc., as modified, under Chapter
11 of the United States Bankruptcy Code, as confirmed by the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas division on May 31, 1995.
3.1(1) The Liquidating Trust Agreement, dated as of July 3, 1995, by and between First City Bancorporation of
Texas, Inc. and Shawmut Bank Connecticut, National Association (subsequently Fleet National Bank, now
State Street Bank and Trust Company), as Trustee.
4.1(1) Form of Class B Certificate.
4.2(1) Form of Class C Certificate.
10.1(1) Investment Management Agreement, dated as of July 3, 1995, by and between FirstCity, as Investment
Manager, and the Trust.
10.2(3) Employment Agreement, effective as of July 3, 1995, by and between FCLT Loans Asset Corp. and Robert W.
Brown, as amended May 1, 1996.
10.3(1) Loan Agreement, dated as of July 11, 1995, among Loans, L.P., Fleet National Bank, as Agent and as
Lender, and NationsBank of Texas, N.A., as Lender.
10.4(2) Settlement Agreement, dated as of June 22, 1994, as amended as of January 30, 1995, by and among FDIC-
Corporate, the FDIC-Receivers and the First City Parties.
10.5(3) Conveyance and Indemnification Agreement, dated December 23, 1996, between FDIC-Corporate, the FDIC-
Receivers, FCLT Loans, L.P. and the Trust.
10.6(3) Termination Agreement, dated March 24, 1997, by and between FirstCity and the Trust.
10.7 New Special Preferred Stock Distribution Agreement, dated June 30, 1997, by and between FirstCity and
the Trust.
21.1(1) Subsidiaries of the Trust.
27.1 Financial Data Schedule.
</TABLE>
- ---------------
(1) Filed as the exhibit indicated to the Registration Statement
on Form 10 filed with the Securities and Exchange Commission
on May 1, 1996 and incorporated herein by reference.
(2) Filed as the exhibit indicated to the Registration Statement
on Form 10/A filed with the Securities and Exchange Commission
on July 10, 1996 and incorporated herein by reference.
(3) Filed as the exhibit indicated to the Form 10-K filed with the
Securities and Exchange Commission on March 28, 1997 and
incorporated herein by reference.
(b) Reports on Form 8-K. No report on Form 8-K was filed by the
Registrant with the Commission during the quarterly period
ended June 30, 1997.
12
<PAGE> 13
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.
STATE STREET BANK AND TRUST
COMPANY, as Trustee
Date: August 12, 1997 /s/ Susan T. Keller
----------------------------------
Name: Susan T. Keller
-----------------------------
Title: Vice President
----------------------------
13
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
---- ----------------------------------------------------------------------------------------------------
<S> <C>
2.1(1) Joint Plan of Reorganization for First City Bancorporation of Texas, Inc., as modified, under Chapter
11 of the United States Bankruptcy Code, as confirmed by the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas division on May 31, 1995.
3.1(1) The Liquidating Trust Agreement, dated as of July 3, 1995, by and between First City Bancorporation of
Texas, Inc. and Shawmut Bank Connecticut, National Association (subsequently Fleet National Bank, now
State Street Bank and Trust Company), as Trustee.
4.1(1) Form of Class B Certificate.
4.2(1) Form of Class C Certificate.
10.1(1) Investment Management Agreement, dated as of July 3, 1995, by and between FirstCity, as Investment
Manager, and the Trust.
10.2(3) Employment Agreement, effective as of July 3, 1995, by and between FCLT Loans Asset Corp. and Robert W.
Brown, as amended May 1, 1996.
10.3(1) Loan Agreement, dated as of July 11, 1995, among Loans, L.P., Fleet National Bank, as Agent and as
Lender, and NationsBank of Texas, N.A., as Lender.
10.4(2) Settlement Agreement, dated as of June 22, 1994, as amended as of January 30, 1995, by and among FDIC-
Corporate, the FDIC-Receivers and the First City Parties.
10.5(3) Conveyance and Indemnification Agreement, dated December 23, 1996, between FDIC-Corporate, the FDIC-
Receivers, FCLT Loans, L.P. and the Trust.
10.6(3) Termination Agreement, dated March 24, 1997, by and between FirstCity and the Trust.
10.7 New Special Preferred Stock Distribution Agreement, dated June 30, 1997, by and between FirstCity and
the Trust.
21.1(1) Subsidiaries of the Trust.
27.1 Financial Data Schedule.
</TABLE>
- ---------------
(1) Filed as the exhibit indicated to the Registration Statement
on Form 10 filed with the Securities and Exchange Commission
on May 1, 1996 and incorporated herein by reference.
(2) Filed as the exhibit indicated to the Registration Statement
on Form 10/A filed with the Securities and Exchange Commission
on July 10, 1996 and incorporated herein by reference.
(3) Filed as the exhibit indicated to the Form 10-K filed with the
Securities and Exchange Commission on March 28, 1997 and
incorporated herein by reference.
<PAGE> 1
EXHIBIT 10.7
NEW SPECIAL PREFERRED STOCK DISTRIBUTION AGREEMENT
This New Special Preferred Stock Distribution Agreement ("Agreement")
is made and entered into as of the _____ day of June, 1997, by and between
FirstCity Financial Corporation, a Delaware corporation ("FirstCity"), and the
FirstCity Liquidating Trust, a trust formed under the laws of the State of
Texas (the "Trust").
RECITALS:
WHEREAS, the Trust was created pursuant to the Liquidating Trust
Agreement dated as of July 3, 1995, by and between FirstCity (fka First City
Bancorporation of Texas, Inc.), for the benefit of the respective Beneficiaries
entitled to the Trust Assets, and Fleet National Bank (fka Shawmut Bank
Connecticut, National Association), as Trustee (the "Trust Agreement"); and
WHEREAS, FirstCity is the holder of record of the Class A Certificate
issued by the Trust; and
WHEREAS, pursuant to the terms of the Trust Agreement, the Trust is
obligated to distribute to the holder of the Class A Certificate the New
Special Preferred Stock Dividend Amount and the New Special Preferred Stock
Redemption Amount; and
WHEREAS, FirstCity is authorized to issue 2,500,000 shares of New
Special Preferred Stock, par value $0.01 per share, with a nominal stated value
of $21.00 per share (the "Special Preferred Stock"), of which 1,923,481 shares
are issued and outstanding as of the date hereof; and
WHEREAS, FirstCity is authorized to issue up to 100,000,000 shares of
Optional Preferred Stock in one or more classes or series, the shares of each
class or series to have such rights, powers and privileges as fixed by the
board of directors of FirstCity in a resolution adopted providing for the
issuance of the class or series; and
WHEREAS, on or before June 30, 1997, FirstCity intends to initiate its
offer to exchange (the "Exchange Offer") the issued and outstanding shares of
Special Preferred Stock for shares of a new class or series of Optional
Preferred Stock to be issued by FirstCity ("New Series Preferred Stock"); and
WHEREAS, the shares of Special Preferred Stock which are exchanged in
the Exchange Offer are referred to in this Agreement as the "Exchanging Shares"
and the shares of Special Preferred Stock which are not exchanged in the
Exchange Offer are referred to in this Agreement as the "Non-Exchanging
Shares"; and
WHEREAS, FirstCity and the Trust have agreed that June 30, 1997, shall
be a Distribution Date (the "First Distribution Date") and that the
Distribution Amount on the First Distribution Date shall be an amount equal to
the total of the following (the "First Distribution Amount"): (A) not less
than $20,000,000 (the amount actually paid on the First Distribution Date being
referred to in this
PAGE 1
<PAGE> 2
Agreement as the "Initial Distribution Amount"); plus (B) an amount equal to
all accrued but unpaid dividends through the First Distribution Date,
regardless of declaration by the board of directors of FirstCity, on the
Special Preferred Stock; and
WHEREAS, FirstCity and the Trust have agreed that not later than July
31, 1997, shall be a Distribution Date (the actual date of the distribution of
the Second Distribution Amount being referred to herein as the "Second
Distribution Date") and that the Distribution Amount on the Second Distribution
Date shall be an amount equal to the total of the following (the "Second
Distribution Amount"): (A) 1,923,481 times $22.75; minus (B) the Initial
Distribution Amount; plus (c) an amount equal to the product of the following:
(I) 15% per annum for the period from the First Distribution Date through the
Second Distribution Date; times (II) $21.00; times (III) the difference between
(X) 1,923,481 less (Y) the Initial Distribution Amount divided by $22.75; and
WHEREAS, FirstCity and the Trust have agreed that upon payment of the
First Distribution Amount and Second Distribution Amount (the "Aggregate
Distribution Amount") with respect to the New Special Preferred Stock Dividend
Amount and the New Special Stock Redemption Amount shall have been paid in full
and the Trust shall have no further obligation to make any distributions to the
holder of the Class A Certificate with respect to the New Special Preferred
Stock Dividend Amount and the New Special Stock Redemption Amount;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. DISTRIBUTION DATES AND DISTRIBUTION AMOUNTS.
FirstCity and the Trust agree that June 30, 1997, shall be a
Distribution Date and that the Distribution Amount on the First Distribution
Date shall be the First Distribution Amount. FirstCity and the Trust agree
that on or about July 31, 1997, shall be a Distribution Date and that the
Distribution Amount on the Second Distribution Date shall be the Second
Distribution Amount. The Trust shall distribute the First Distribution Amount
to FirstCity on the First Distribution Date and shall distribute the Second
Distribution Amount to FirstCity on the Second Distribution Date.
2. PAYMENT IN FULL OF NEW SPECIAL PREFERRED STOCK DIVIDEND AMOUNT
AND NEW SPECIAL PREFERRED STOCK REDEMPTION AMOUNT. Upon payment of the First
Distribution Amount and the Second Distribution Amount, the Aggregate
Distribution Amount with respect to the New Special Preferred Stock Dividend
Amount and the New Special Preferred Stock Redemption Amount shall be deemed to
have been paid in full and the Trust shall have no further obligation to make
any distributions to the holder of the Class A Certificate with respect to the
New Special Preferred Stock Dividend Amount and the New Special Stock
Redemption Amount. Upon payment of the Aggregate Distribution Amount,
FirstCity, the sole holder of the Class A Certificate, shall immediately
deliver to the Trust a Release, Waiver and Indemnification Agreement ("RWI
Agreement") in the form of Exhibit A attached hereto.
3. ALLOCATION OF DISTRIBUTION AMOUNTS. The total of the First
Distribution Amount and the Second Distribution Amount shall be treated as paid
with respect to and allocated as follows: (A) to the Non-Exchanging Shares, an
amount equal to $24.94 times the number of Non-Exchanging
PAGE 2
<PAGE> 3
Shares (the "Non-Exchanging Shares Amount"); and (B) to the Exchanging Shares,
an amount equal to the difference between (I) the First Distribution Amount
plus the Second Distribution Amount less (II) the Non-Exchanging Shares Amount.
4. RESERVATION AMOUNT. FirstCity and the Trust acknowledge and
agree that pursuant to the terms of the Trust Agreement, the holder of the
Class A Certificate is entitled to receive Distribution Amounts other than the
New Special Preferred Stock Dividend Amount and the New Special Preferred Stock
Redemption Amount (the "Future Distribution Amounts"). Prior to receipt by the
Trust of a written notice from FirstCity that a Future Distribution Amount is
or may become due and payable (a "Reservation Notice"), the Aggregate
Distribution Amount with respect to the FirstCity Amount, New Special Preferred
Stock Dividend Amount and New Special Preferred Stock Redemption Amount shall
be treated as paid in full or reserved in full under Section 7.2(1)(b)(i) of
the Trust Agreement and, subject to the other provisions of Section 7.2 of the
Trust Agreement, distributions may be made to the holders of the Class B
Certificates and Class C Certificates. Upon receipt of a Reservation Notice,
no further distributions shall be made to the holders of the Class B
Certificates or the Class C Certificates until the Future Distribution Amount
described in the Reservation Notice has either been paid in full or reserved in
full to the reasonable satisfaction of FirstCity.
5. QUIET PERIOD. Neither the Trust or FirstCity shall purchase,
or request or cause the other to purchase, any shares of the Special Preferred
Stock after the date of this Agreement.
6. MISCELLANEOUS.
(a) DEFINITIONS. Unless otherwise defined in this Agreement,
capitalized terms used in this Agreement shall have the meaning assigned such
terms in the Trust Agreement.
(b) PRESS RELEASES AND ANNOUNCEMENTS. No party shall issue any
press release or announcement relating to the subject matter of this Agreement
without the prior written approval of the other party; provided, however, that
any party may make any public disclosure it believes, in good faith, is
required by law or regulation (in which case the disclosing party will advise
the other party prior to making the disclosure).
(c) NO THIRD PARTY BENEFICIARIES. This Agreement shall not confer
any rights or remedies upon any Person other than the parties and their
respective successors and permitted assigns.
(d) ENTIRE AGREEMENT. This Agreement (including the documents
referred to herein) constitutes the entire agreement among the parties and
supersedes any prior understandings or agreements by or among the parties,
written or oral, that may have related in any way to the subject matter hereof.
(e) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the parties named herein and their respective
successors and assigns. No party may assign
PAGE 3
<PAGE> 4
either this Agreement or any of its rights, interests or obligations hereunder
without the prior written approval of the other party.
(f) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(g) HEADINGS. The section headings contained in this Agreement
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement.
(h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS)
OF THE STATE OF TEXAS.
(i) AMENDMENTS. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by all of the
parties.
(j) CONSTRUCTION. The language used in this Agreement will be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction shall be applied against any party.
EXECUTED to be effective as of the date first above written.
FIRSTCITY FINANCIAL CORPORATION
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
FIRSTCITY LIQUIDATING TRUST
BY: FLEET NATIONAL BANK, TRUSTEE
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
PAGE 4
<PAGE> 5
DIRECTION OF PORTFOLIO COMMITTEE
The Portfolio Committee hereby authorizes and directs [Fleet Bank,
N.A.], as Trustee of the Trust, to execute this Agreement and to take any and
all actions and do all other things which it may deem necessary or desirable to
consummate the transactions contemplated this Agreement.
EXECUTED to effective as of the date first above written.
----------------------------------------
Robert W. Brown
----------------------------------------
Rick R. Hagelstein
----------------------------------------
Richard Bean
----------------------------------------
David Palmer
PAGE 5
<PAGE> 6
RELEASE, WAIVER AND INDEMNIFICATION AGREEMENT
This Release, Waiver and Indemnification Agreement ("RWI Agreement")
is made and entered into as of the _____ day of June, 1997, by and between
FirstCity Financial Corporation, a Delaware corporation ("FirstCity"), and the
FirstCity Liquidating Trust, a trust formed under the laws of the State of
Texas (the "Trust").
PRELIMINARY STATEMENT
FirstCity and the Trust have entered into a New Special Preferred
Stock Distribution Agreement dated June _____, 1997 ("NSPSD Agreement"),
whereby, among other things, the Parties have agreed that the Trust shall,
under its obligation to FirstCity, distribute to FirstCity the New Special
Preferred Stock Dividend Amount and the New Special Preferred Stock Redemption
Amount (each as defined therein). Because FirstCity is obligated to redeem on
September 30, 1998, its Special Preferred Stock, the Trust wishes to enter into
this RWI Agreement whereby, among other things, FirstCity agrees to indemnify
and hold the Trust harmless from any and all loss, damage, claim or liability
of any nature whatsoever resulting, directly or indirectly, from or arising,
directly or indirectly, out of the failure of FirstCity to pay when and as due
any and all dividends on the Special Preferred Stock or to redeem the Special
Preferred Stock when and as required by the Amended and Restated Certificate of
Incorporation of FirstCity or otherwise.
NOW, THEREFORE, , in consideration of the premises and for other good,
valid and binding consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
STATEMENT OF AGREEMENT
Section 1. RELEASE. FirstCity hereby releases and forever
discharges the Trust of and from any and all claims, actions, demands,
lawsuits, causes of action, losses, costs or liability of whatever kind or
nature, now existing or which may hereafter accrue, whether known or unknown,
that have been or might have been asserted whether or not heretofore asserted,
related to or arising, directly or indirectly, out of any acts, events, facts
or circumstances associated with or relating to the failure of FirstCity to pay
when and as due any and all dividends on the Special Preferred Stock or to
redeem the Special Preferred Stock when and as required by the Amended and
Restated Certificate of Incorporation of FirstCity or otherwise.
Section 2. WAIVER. FirstCity hereby waives any and all rights,
remedies, claims, actions, demands, lawsuits, or causes of action, of whatever
kind or nature, now existing or which may hereafter accrue, whether known or
unknown, that have been or might have been asserted whether or not heretofore
asserted, related to or arising, directly or indirectly, out of any acts,
events, facts or circumstances associated with or relating to the failure of
FirstCity to pay when and as due any and all dividends on the Special Preferred
Stock or to redeem the Special
<PAGE> 7
Preferred Stock when and as required by the Amended and Restated Certificate of
Incorporation of FirstCity or otherwise.
Section 3. INDEMNIFICATION.
(a) FirstCity hereby agrees to indemnify, defend and save
the Trust harmless, from and against all demands, claims, actions or
causes of action, assessments, losses, damages, liabilities, costs and
expenses, including without limitation, interest, penalties and
attorney's fees and expenses (collectively "Damages") asserted
against, resulting to, imposed upon or incurred by the Trust by reason
of or relating to or arising, directly or indirectly, out of the
failure of FirstCity to pay when and as due any and all dividends on
the Special Preferred Stock or to redeem the Special Preferred Stock
when and as required by the Amended and Restated Certificate of
Incorporation of FirstCity or otherwise.
(b) If any claim of liability is made by a third person
against the Trust based on related to or arising, directly or
indirectly, out of any acts, events, facts or circumstances associated
with or relating to the failure of FirstCity to pay when and as due
any and all dividends on the Special Preferred Stock or to redeem the
Special Preferred Stock when and as required by the Amended and
Restated Certificate of Incorporation of FirstCity or otherwise, the
Trust shall with reasonable promptness give to FirstCity written
notice of the claim and request FirstCity to defend the same
(c) FirstCity shall have the right to undertake and shall
undertake if so requested by the Trust (at FirstCity's cost and
expense) the defense thereof by representatives chosen by it and
reasonably acceptable to the Trust. If FirstCity, within a reasonable
time after notice of any such claim, fails to defend the Trust against
such claim the Trust will (upon further notice to FirstCity) have the
right to undertake the defense, compromise or settlement of such claim
at the cost and expense of, on behalf of and for the account and risk
of FirstCity, subject to the right of FirstCity to assume the defense
of such claim at any time prior to settlement, compromise or final
determination thereof.
Section 4. MISCELLANEOUS.
(a) Defined Terms. Unless otherwise defined in the RWI
Agreement, the terms used in this RWI Agreement shall have the meaning
assigned such terms in the NSPSD Agreement.
(b) Further Assurances. From time to time upon request
and without further consideration, each of the parties hereto shall,
and shall cause its subsidiaries and affiliates to, execute, deliver
and acknowledge all such further instruments and do such further acts
as any other party hereto may reasonably require to evidence or
implement the transactions contemplated by this Agreement.
2
<PAGE> 8
(c) No Waiver/Remedies Cumulative. Any failure of any of
the parties to comply with any obligation, covenant, agreement or
condition herein may be waived by any of the parties entitled to the
benefit thereof only by a written instrument signed by each such party
granting such waiver, but such waiver or failure to insist upon strict
compliance with such obligation, representation, warranty, covenant,
agreement or condition shall not operate as a waiver of or estoppel
with respect to any subsequent or other failure. The rights,
remedies, powers and privileges herein provided are cumulative and not
exclusive or any rights, remedies, powers and privileges provided by
law.
(d) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS
REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
(e) Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, and delivered by means of facsimile transmission or
otherwise, each of which when so executed and delivered shall be
deemed to be an original and all of which when taken together shall
constitute but one and the same agreement. If any party hereto elects
to execute and deliver a counterpart signature page by means of
facsimile transmission, it shall deliver an original of such
counterpart to each of the other parties hereto within ten Business
Days of the date hereof, but in no event will the failure to do so
affect in any way the validity of the facsimile signature or its
delivery.
(f) Parties in Interest/Assignment. This Agreement and
all of the provisions hereof shall be binding upon and inure to the
benefit of, and be enforceable by, the parties hereto and their
respective successors and permitted assigns, but neither this
Agreement nor any of the rights, interests or obligations herein shall
be assigned by any party hereto without the prior written consent of
the other parties hereto, and any attempt to do so without obtaining
the required consents of the other parties hereto shall be void.
(g) Entire Agreement. This Agreement contains all of the
terms of the understanding of the parties hereto with respect to the
subject matter hereof.
(h) Amendment. This Agreement may not be amended except
by an instrument in writing signed by each of the parties hereto and
supersedes all prior agreements and understandings with respect to its
subject matter.
(i) Notices. All notices and other communications
hereunder must be in writing and will be deemed to have been duly
given when personally or actually delivered or on the date of receipt
or refusal indicated on the return receipt if mailed (registered or
certified mail, postage prepaid, return receipt requested), sent by
express courier service, or when transmitted by facsimile transmission
to the addresses/facsimile numbers set forth on the signature pages
hereto, or to such other addresses/facsimile numbers as any party
hereto may from time to time designate in writing in accordance with
the provisions
3
<PAGE> 9
hereof to the other parties hereto as the proper address/facsimile
number to which such notices and communications shall be sent.
(j) Severability. If any provision of this Agreement
shall be held to be illegal, invalid or unenforceable under any
applicable law, then such contravention or invalidity shall not
invalidate the entire Agreement. Such provision shall be deemed to be
modified to the extent necessary to render it legal, valid and
enforceable, and if no such modification shall render it legal, valid
and enforceable, then this Agreement shall be construed as if not
containing the provisions held to be invalid, and the rights and
obligations of the parties shall be construed and enforced
accordingly.
(k) Headings. The headings used herein are for
convenience of reference only, are not a part of this Agreement and
are not to affect the construction of, or to be taken into
consideration in interpreting, any provision of this Agreement.
(l) Third Parties. Nothing herein expressed or implied
is intended or shall be construed to confer upon or give to any person
other than the parties hereto and their successors or permitted
assigns, any rights or remedies under or by reason of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first hereinabove written.
<TABLE>
<S> <C>
FirstCity Financial Corporation FirstCity Liquidating Trust
By: By:
---------------------------------- ----------------------------------
Name: Name:
-------------------------- --------------------------
Title: Title:
-------------------------- --------------------------
Address: Address:
-------------------------- --------------------------
-------------------------- --------------------------
-------------------------- --------------------------
-------------------------- --------------------------
Phone No.: Phone No.:
-------------------------- --------------------------
Fax No.: Fax No.:
-------------------------- --------------------------
</TABLE>
4
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FIRSTCITY LIQUIDATING TRUST JUNE 30, 1997 FORM 10-Q FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FIRSTCITY LIQUIDATING TRUST JUNE
30, 1997 FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 7,148
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 98,770
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 105,918
<CURRENT-LIABILITIES> 2,153
<BONDS> 0
24,265
0
<COMMON> 0
<OTHER-SE> 79,500
<TOTAL-LIABILITY-AND-EQUITY> 105,918
<SALES> 28,269
<TOTAL-REVENUES> 29,049
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,273
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 155
<INCOME-PRETAX> 19,621
<INCOME-TAX> 0
<INCOME-CONTINUING> 19,621
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,621
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
