==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
-- OR --
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
--------------------------
TXU EUROPE CAPITAL I
Delaware Business Trust I.R.S. Employer Identification
Commission File Number 001-15709-01 No. To Be Applied For
Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201-3411
(214) 812-4600
TXU EUROPE FUNDING I, L.P.
Delaware Limited Partnership I.R.S. Employer Identification
Commission File Number 333-82307-02 No. To Be Applied For
Suite 350, 1013 Centre Street, Wilmington, Delaware 19805
Indicate by check mark whether the registrants (1) have 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) have been subject to such
filing requirements for the past 90 days. Yes No X
---- -----
COMMON STOCK OUTSTANDING AT MAY 12, 2000 - TXU Europe Capital I - none
TXU Europe Funding I, L.P. - none
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<PAGE>
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
PART I. FINANCIAL INFORMATION PAGE
----
ITEM 1. FINANCIAL STATEMENTS
TXU EUROPE CAPITAL I
Statement of Income -
Three Months Ended March 31, 2000............................. 2
Statement of Cash Flows -
Three Months Ended March 31, 2000............................. 3
Balance Sheets -
March 31, 2000 and December 31, 1999.......................... 4
Notes to Financial Statements................................. 5
TXU EUROPE FUNDING I, L.P.
Statement of Income -
Three Months Ended March 31, 2000............................. 7
Statement of Cash Flows -
Three Months Ended March 31, 2000............................. 8
Balance Sheets -
March 31, 2000 and December 31, 1999.......................... 9
Notes to Financial Statements.................................10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS...................................12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..12
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................13
SIGNATURES...................................................................14
1
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TXU EUROPE CAPITAL I
STATEMENT OF INCOME
(UNAUDITED)
THREE MONTHS
ENDED
MARCH 31, 2000
--------------
Income on preferred partnership securities $ 1,178,125
Distribution expense on preferred trust
Securities (1,178,125)
------------
Net income $ -
============
See Notes to Financial Statements.
2
<PAGE>
TXU EUROPE CAPITAL I
STATEMENT OF CASH FLOWS
(UNAUDITED)
THREE MONTHS
ENDED
MARCH 31, 2000
----------------
OPERATING ACTIVITIES
Net Income $ -
Adjustments to reconcile net income to cash provided by
operating activities:
Changes in operating assets and liabilities -
---------------
Cash provided by operating activities -
---------------
INVESTING ACTIVITIES
Investments in preferred partnership securities (150,000,000)
---------------
FINANCING ACTIVITIES
Issuance of preferred trust securities 150,000,000
---------------
Net change in cash and cash equivalents -
---------------
Cash and cash equivalents - beginning balance -
---------------
Cash and cash equivalents - ending balance $ -
===============
See Notes to Financial Statements.
3
<PAGE>
TXU EUROPE CAPITAL I
BALANCE SHEETS
MARCH 31, 2000 DECEMBER
(UNAUDITED) 31, 1999
--------------- ----------
ASSETS
Investments in preferred partnership securities $ 150,000,000 $ -
Income receivable 1,178,125 -
------------- ---------
Total assets $ 151,178,125 $ -
============= =========
CAPITALIZATION AND LIABILITIES
Stockholders equity
Preferred trust securities (9 3/4% Trust
Originated Preferred Securities;
6,900,000 authorized, 6,000,000 issued
and outstanding; $25 liquidation amount
per security) $ 150,000,000 $ -
Retained earnings - -
------------- ---------
Total stockholders' equity 150,000,000 -
------------- ---------
Distribution payable 1,178,125 -
------------- ---------
Total capitalization and liabilities $ 151,178,125 $ -
============= =========
See Notes to Financial Statements.
4
<PAGE>
TXU EUROPE CAPITAL I
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
TXU Europe Capital I (TXU Europe Capital or the Trust) is a
statutory business trust formed on November 22, 1999 under the laws of
the State of Delaware for the exclusive purpose of (i) issuing Trust
Originated Preferred Securities (Preferred Trust Securities)
representing undivided beneficial ownership interest in the assets of
the Trust, (ii) purchasing Preferred Partnership Securities
representing the limited partnership interests of TXU Europe Funding I,
L.P.(the Partnership) with the proceeds from the sale of the Preferred
Trust Securities, and (iii) engaging in only those other activities
necessary or incidental thereto. The Trust has a perpetual existence,
subject to certain termination events as provided in its Amended and
Restated Trust Agreement.
The proceeds from the Trust's sale of the Preferred Trust
Securities were used to purchase the Preferred Partnership Securities
from the Partnership. Holders of the Preferred Trust Securities have
limited voting rights and are not entitled to vote to appoint, remove
or replace, or to increase or decrease the number of, Trustees, which
voting rights are vested exclusively in the holder of a control
certificate.
TXU Europe Limited has paid compensation to the underwriters of the
offering of the Preferred Trust Securities. TXU Europe Limited will pay
all fees and expenses related to the organization and operations of the
Trust (including any taxes, duties, assessments or governmental charges
of whatever nature (other than withholding taxes) imposed by the United
States or any other domestic taxing authority upon the Trust) and the
offering of the Preferred Trust Securities and be responsible for all
debts and other obligations of the Trust (other than the Preferred
Trust Securities). TXU Europe Limited also agreed to indemnify the
trustees and certain other persons.
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The financial statements are prepared in conformity with accounting
principles generally accepted in the United States (US GAAP).
USE OF ESTIMATES - The preparation of TXU Europe Capital's
financial statements requires management to make estimates and
assumptions about future events that affect the reporting and
disclosure of assets and liabilities at the balance sheet dates and the
reported amounts of revenue and expense during the period covered by
the financial statements. In the event estimates and/or assumptions
prove to be different from actual amounts, adjustments are made in
subsequent periods to reflect more current information.
INVESTMENTS - The investment in Preferred Partnership Securities
represents a limited partnership interest in the Partnership and is
recorded at cost. As of March 31, 2000, the fair value of the
investment approximates its carrying value. Income on the Preferred
Partnership Securities is accrued when earned.
INCOME TAXES - The Trust does not incur any income tax liabilities.
Such liabilities are incurred directly by the security holders.
Therefore no provision for income taxes has been provided.
5
<PAGE>
3. INVESTMENT IN PREFERRED PARTNERSHIP SECURITIES
The Trust holds $150 million of 9.75% Preferred Partnership
Securities, $25 liquidation preference per security. The interest
payment dates and redemption provisions of the Preferred Partnership
Securities, which are redeemable after March 2, 2005 at the option of
the general partner of the Partnership, correspond to the distribution
payment dates and redemption provisions of the Preferred Trust
Securities. Upon any redemption of the Preferred Partnership
Securities, the Preferred Trust Securities will be redeemed. TXU Europe
Limited has guaranteed, on a subordinated basis, the payment of
distributions by the Partnership on the Preferred Partnership
Securities if, as, and when declared out of funds legally available and
payments upon liquidation of the Partnership or the redemption of the
Preferred Partnership Securities to the extent of funds legally
available.
4. STOCKHOLDERS' EQUITY
On March 2, 2000, the Trust issued to investors 6,000,000 units of
9 3/4% Preferred Trust Securities for an aggregate of $150 million. The
Preferred Trust Securities have a liquidation preference of $25 per
unit. The Preferred Trust Securities are subject to mandatory
redemption upon payment of the Preferred Partnership Securities which
may be redeemed at the option of TXU Europe Limited, in whole, or in
part, at any time on or after March 2, 2005. Distributions on the
Preferred Trust Securities are cumulative from the date of original
issue (March 2, 2000) and are payable quarterly in arrears on each
March 31, June 30, September 30 and December 31, commencing June 30,
2000, at an annual rate of 9.75% of the stated liquidation amount per
annum. Distributions not paid on the scheduled payment date will
accumulate and compound quarterly at a rate per annum equal to 9.75%.
Holders of the Preferred Trust Securities have no voting rights.
The Trust will use distributions it receives on the Preferred
Partnership Securities to make cash distributions on the Preferred
Trust Securities.
TXU Europe Limited has guaranteed, on a subordinated basis, the
payment in full of all distributions and other payments on the
Preferred Trust Securities to the extent that the Trust has funds
legally available. TXU Europe Limited has also issued guarantees of the
Preferred Partnership Securities and the junior subordinated debentures
held by the Partnership.
6
<PAGE>
TXU EUROPE FUNDING I, L.P.
STATEMENT OF INCOME
(UNAUDITED)
THREE MONTHS
ENDED
MARCH 31, 2000
--------------
Interest Income
Junior subordinated debentures $ 1,372,169
Other eligible debt securities 8,060
Distribution expense - to limited partners (1,178,125)
- to general partner (202,104)
------------
Net income $ -
============
See Notes to Financial Statements.
7
<PAGE>
TXU EUROPE FUNDING I, L.P.
STATEMENT OF CASH FLOWS
(UNAUDITED)
THREE MONTHS
ENDED
MARCH 31, 2000
--------------
OPERATING ACTIVITIES
Net income $ -
Adjustments to reconcile net income to cash
provided by operating activities:
Changes in operating assets and liabilities -
--------------
Cash provided by operating activities -
--------------
INVESTING ACTIVITIES
Investments in junior subordinated debentures (174,705,900)
Investment in eligible debt securities (1,763,998)
--------------
Cash used in investing activities (176,469,898)
--------------
FINANCING ACTIVITIES
Issuance of Preferred Partnership Securities 150,000,000
Capital contributions from general partner 26,470,600
Distributions paid -
--------------
Cash provided by financing activities 176,470,600
--------------
Net change in cash and cash equivalents 702
--------------
Cash and cash equivalents - beginning balance -
--------------
Cash and cash equivalents - ending balance 702
==============
See Notes to Financial Statements.
8
<PAGE>
TXU EUROPE FUNDING I, L.P.
BALANCE SHEETS
<TABLE>
<CAPTION>
<S> <C> <C>
MARCH 31,
2000 DECEMBER 31,
(UNAUDITED) 1999
------------ ------------
ASSETS
Cash $ 702 $ -
Investments in junior subordinated debentures 174,705,900 -
Investments in other eligible debt securities 1,772,058 -
Income receivable 1,372,169 -
------------ ------------
Total $177,850,829 $ -
============ ============
PARTNERS' CAPITAL AND LIABILITIES
Partners' Capital
Limited partnership interest $150,000,000 $ 85
General partnership interest 26,470,600 15
------------ ------------
176,470,600 100
Less: Receivables from partners for subscribed
partnership interests - (100)
Retained earnings - -
------------ ------------
Total partners' capital 176,470,600 -
Distribution payable - limited partners 1,178,125 -
- general partner 202,104 -
------------ ------------
Total $177,850,829 $ -
============ ============
See Notes to Financial Statements.
9
<PAGE>
TXU EUROPE FUNDING I, L.P.
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
TXU Europe Funding I, L.P. (TXU Europe Funding or the Partnership)
is a limited partnership that was formed under the Delaware Revised
Uniform Limited Partnership Act on November 22, 1999, for the exclusive
purpose of (i) issuing the Partnership interests, (ii) purchasing
certain eligible debt instruments of TXU Eastern Funding Company and
one or more subsidiaries of TXU Europe Limited with the proceeds from
(a) the sale of Preferred Partnership Securities to the Trust and (b) a
capital contribution from TXU Europe Limited in exchange for the
general partnership interest in the Partnership (collectively, the
Partnership Proceeds) and (iii) engaging in only those other activities
necessary and incidental thereto.
Except as provided in the forms of Amended and Restated Limited
Partnership Agreement and Preferred Partnership Securities Guarantee
Agreement, and as otherwise provided by law, the holders of the
Preferred Partnership Securities will have no voting rights.
The Partnership Proceeds were used initially to purchase debt
instruments from TXU Eastern Funding Company and one or more eligible
subsidiaries of TXU Europe Limited and other eligible debt securities.
The Partnership will have a perpetual existence subject to certain
termination events. TXU Europe Limited is the sole general partner of
the Partnership and, in that capacity, has agreed to pay all fees and
expenses related to the organization and operations of the Partnership
(including any taxes, duties, assessments or government charges of
whatever nature (other than withholding taxes) imposed by the United
States or any other domestic taxing authority upon the Partnership) and
the offering of the Preferred Partnership Securities and be responsible
for all debts and other obligations of the Partnership (other than with
respect to the Preferred Partnership Securities). TXU Europe Limited,
as sole general partner, has agreed to indemnify certain officers and
agents of the Partnership.
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The financial statements are prepared in conformity with accounting
principles generally accepted in the United States (US GAAP).
USE OF ESTIMATES - The preparation of TXU Europe Funding's
financial statements requires management to make estimates and
assumptions about future events that affect the reporting and
disclosure of assets and liabilities at the balance sheet dates and the
reported amounts of revenue and expense during the period covered by
the financial statements. In the event estimates and/or assumptions
prove to be different from actual amounts, adjustments are made in
subsequent periods to reflect more current information.
INVESTMENTS - The Partnership's investment in junior subordinated
debentures of certain affiliates is recorded at cost. As of March 31,
2000, the fair value of the investment approximates its carrying value.
Income on the junior subordinated debentures is accrued when earned.
The investment in other eligible securities is limited by the terms of
the partnership including investments in certain government
obligations.
INCOME TAXES - The Partnership does not incur any income tax
liabilities. Such liabilities are incurred directly by the partners.
Therefore no provision for income taxes has been provided.
10
<PAGE>
3. INVESTMENTS
The Partnership holds junior subordinated debentures of TXU Eastern
Funding Company and TXU Europe Group plc, a wholly-owned subsidiary of
TXU Europe Limited. The junior subordinated debentures have a term of
approximately 20 years and bear interest at 9.75% per annum. The
interest payment dates and redemption provisions of the debentures,
which are redeemable at the option of TXU Europe Limited on or after
March 2, 2005, correspond to the distribution payment dates and
redemption provisions of the Preferred Partnership Securities. Interest
and redemption payments on the subsidiary debentures are guaranteed by
TXU Europe Limited on a subordinated basis.
In addition, the Partnership invested in three month US Treasury
bills (T-bills). The T-bills were issued at a discount and interest
will be accrued as the T-bills approach maturity.
4. PARTNERS CAPITAL
On March 2, 2000, the Partnership issued 6,000,000 units of 9.75%
Preferred Partnership Securities to the Trust representing the limited
partnership interests of the Partnership. The Preferred Partnership
Securities have a liquidation preference of $25 per security and may be
redeemed at the option of TXU Europe Limited, the general partner, in
whole, or in part, at any time on or after March 2, 2005. Distributions
on the Preferred Partnership Securities are cumulative from the date of
original issue (March 2, 2000) and are payable quarterly if, as, and
when declared by the general partner, at an annual rate of 9.75% of the
stated liquidation amount per annum. Holders of Preferred Partnership
Securities have no voting rights.
Also on March 2, 2000, the Partnership received a capital
contribution of approximately $26 million from TXU Europe Limited
representing the sole general partner interest in the Partnership. The
proceeds from the issuance of the Preferred Partnership Securities and
the general partners capital contribution were used to purchase junior
subordinated debentures issued by TXU Eastern Funding Company and TXU
Europe Group plc.
TXU Europe Limited has guaranteed, on a subordinated basis, the
payment of distributions by the Partnership on the Preferred
Partnership Securities if, as, and when declared out of funds legally
available and payments upon liquidation to the Partnership or the
redemption of the Preferred Partnership Securities to the extent of
funds legally available. This guarantee is subordinated to all other
liabilities of TXU Europe Limited.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Registrants' activities are limited to issuing securities and
investing the proceeds as follows:
The Trust exists for the exclusive purpose of (i) issuing a control
certificate, which entitles the holder to administrative and appointment powers
with respect to the Trust, and 9 3/4% Trust Originated Preferred Securities
(Preferred Trust Securities) representing undivided beneficial ownership
interest in the assets of the Trust, (ii) investing the gross proceeds from the
issuance of the Preferred Trust Securities in 9.75% Preferred Partnership
Securities of TXU Europe Funding I, L.P. (TXU Europe Funding or the Partnership)
representing the limited partnership interests of the Partnership and (iii)
engaging in only those other activities necessary or incidental thereto. The
Trust has a perpetual existence, subject to certain termination events as
provided in its Amended and Restated Trust Agreement. The Partnership is managed
by the general partner and exists for the exclusive purpose of (i) issuing its
Partnership interests, (ii) purchasing certain eligible debt instruments of TXU
Eastern Funding Company and TXU Europe Group plc with the proceeds from (a) the
sale of its 9.75% Preferred Partnership Securities, representing limited
partnership interests in the Partnership, to the Trust and (b) a capital
contribution from TXU Europe Limited in exchange for the general partnership
interest in the Partnership (collectively, the Partnership Proceeds).
Since the Trust was organized on November 22, 1999, its activities, as
specified in its Amended and Restated Trust Agreement, have been limited to the
issuance of $150 million of 9 3/4% Preferred Trust Securities and the investing
of the proceeds in the Preferred Partnership Securities, and the accrual of
distributions on the Preferred Trust Securities in accordance with their terms.
Since the Partnership was organized on November 22, 1999, its activities, as
specified in its agreement of limited partnership, have been limited to the
issuance of the Preferred Partnership Securities, the receipt of a $26 million
capital contribution from TXU Europe Limited, as general partner, the investment
of the Partnership Proceeds in junior subordinated debentures and certain
eligible debt securities, and the accrual of distributions on the Preferred
Partnership Securities.
As of March 31, 2000, there have been no distributions on the Preferred
Trust Securities or the Preferred Partnership Securities. The first distribution
payments are scheduled for June 30, 2000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
On March 2, 2000, the Trust invested the gross proceeds from the sale
of the Preferred Trust Securities in the Preferred Partnership Securities (the
Trust Assets). The Partnership, in turn, invested the proceeds from the sale of
the Preferred Partnership Securities and a $26 million capital contribution from
TXU Europe Limited and TXU Europe Group plc in junior subordinated debentures
and eligible debt securities (the Partnership Assets). To the extent the
Partnership has funds available from the Partnership Assets, the general partner
of the Partnership (TXU Europe Limited) may declare distributions to the Trust,
as holder of the Preferred Partnership Securities. The Trust's ability to pay
distributions to the holders of the Preferred Trust Securities is dependent upon
its receipt of distributions on the Trust Assets from the Partnership.
Therefore, upon the receipt by the Partnership of payments from the Partnership
Assets and the distribution thereof to the Trust, the Trust will pass through
such payments to the holders of the Preferred Trust Securities.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed as a part of Part II are:
27(a) Financial Data Schedule - TXU Europe Capital I
27(b) Financial Data Schedule - TXU Europe Funding I, L.P.
(b) Reports on Form 8-K filed since December 31, 1999, are as follows:
None
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
TXU EUROPE CAPITAL I
By: /s/ Kirk Oliver
-------------------------
Name: Kirk Oliver
Administrative Trustee
By: /s/ Laura Anderson
-------------------------
Name: Laura Anderson
Administrative Trustee
Date: May 10, 2000
TXU EUROPE FUNDING I, L.P.
By: /s/ Paul Marsh
-------------------------
Name: Paul Marsh
Principal Financial Officer and
Director of the General Partner
Date: May 10, 2000
14
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description
------- -----------
27(a) Financial Data Schedule - TXU Europe Capital I
27(b) Financial Data Schedule - TXU Europe Funding I, L.P.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<CIK> 0001099392
<NAME> TXU EUROPE CAPITAL I
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 150,000,000
<TOTAL-CURRENT-ASSETS> 1,178,125
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 151,178,125
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 0
150,000,000
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,178,125
<TOT-CAPITALIZATION-AND-LIAB> 151,178,125
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 1,178,125
<INCOME-BEFORE-INTEREST-EXPEN> 1,178,125
<TOTAL-INTEREST-EXPENSE> 1,178,125
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<CIK> 0001099393
<NAME> TXU EUROPE FUNDING I,L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 176,477,958
<TOTAL-CURRENT-ASSETS> 1,372,871
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 177,850,829
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 176,470,600
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 176,470,600
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,380,229
<TOT-CAPITALIZATION-AND-LIAB> 177,850,829
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 1,380,229
<INCOME-BEFORE-INTEREST-EXPEN> 1,380,229
<TOTAL-INTEREST-EXPENSE> 1,380,229
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
