<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required)
For the Year Ended December 31, 1996
[_] Transition Report Pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
Commission File Number 0-8932
DE ANZA PROPERTIES - IX LIQUIDATING TRUST, Formerly Known as
DE ANZA PROPERTIES - IX (Former Registrant)
(Exact Name of Registrant as Specified in Its Charter)
California 95-6975704
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
9171 Wilshire Boulevard, Suite 627
Beverly Hills, California 90210
(Address of Principal Executive Offices) (Zip Code)
(310) 550-1111 (Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12 (b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the 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 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 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 amendment to this
Form 10-K. [X]
State the aggregate market value of the voting stock held by non-affiliates
of the Trust.
$1,582,000 Beneficial interest in trust, not transferable (See Item 5 Herein)
DOCUMENTS INCORPORATED BY REFERENCE.
Portions of the Proxy Statement, dated July 7, 1994 and report on Form 15
filed with the Securities and Exchange Commission on October 31, 1994 of former
registrant are incorporated by reference in parts I, II, III, and IV hereof.
Page 1 of 30 pages contained herein. Exhibit Index located on page 9 herein.
<PAGE>
PART I.
ITEM 1. BUSINESS.
--------
De Anza Properties - IX (the "Partnership"), the former registrant, ceased
operations on August 18, 1994, dissolved on August 19, 1994 and subsequently
terminated on October 21, 1994 upon filing Form LP-4. De Anza Properties - IX
Liquidating Trust (the "Trust") was formed in order to wind up the Partnership's
affairs.
The Partnership transferred its last property on August 18, 1994 in a
simultaneous transaction in which properties owned by eight other affiliated
limited partnerships controlled by Herbert M. Gelfand or his affiliates, were
sold or transferred along with the sale of De Anza Group, Inc., the management
company owned by Mr. Gelfand, to affiliates of Manufactured Home Communities,
Inc. ("MHC").
The Trust was established pursuant to the terms of a trust agreement dated
August 10, 1994 with Mr. Herbert M. Gelfand (or his successor appointed in
accordance with the terms of the trust agreement), as sole trustee of the Trust
(the "Trustee"). The sole beneficiaries of the Trust are the former partners of
the Partnership (the "Beneficiaries"). The Trust will hold all of the remaining
assets of the Partnership, with the exception of the MHC Reserve trusts
(discussed below), subject to any remaining liabilities of the Partnership,
whether known or unknown. The Trust assets are not commingled with the assets
of any other partnership or liquidating trust established for any other
partnership.
The trust agreement contains customary terms and conditions and has the
following characteristics:
(i) Each partner became a beneficiary of the Trust to the extent of
their former pro rata interest in the Partnership.
(ii) The Trust's activities will consist of: (a) satisfying any
liabilities or obligations of the Partnership which were not paid or
otherwise discharged by the Partnership; (b) making liquidating
distributions to the beneficiaries as funds are released from the Reserves
(as defined in Item 7(1) and (2) Liquidity and Capital Resources which is
incorporated herein by reference); (c) investing its liquid assets in
demand and short term time deposits in banks or savings institutions or
temporary investments such as short-term certificates of deposit or
Treasury bills (excluding derivative securities); and (d) taking such other
action as is necessary to conserve and protect the assets of the Trust and
provide for the orderly liquidation of the assets transferred to the Trust.
Since the Partners are the sole beneficiaries of the Trust, they will bear
the risk of the investment of the Trust assets.
(iii) Beneficial interests in the Trust will not be transferable
except by will, intestate succession, or operation of law and no
certificates representing such beneficial interests have been issued.
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(iv) The Trustee will issue annual reports to the Beneficiaries
showing the assets and liabilities of the Trust at the end of each calendar
year and the receipts and disbursements of the Trustee for the period. The
annual report will also describe changes to the assets of the Trust during
the period and actions taken by the Trustee during the period. Such reports
will be audited by the Trust's outside certified public accountants. The
Trustee may also issue interim reports to the Beneficiaries. These interim
reports will be issued whenever, in the opinion of the Trustee, a
significant event relating to the assets of the Trust has occurred.
(v) At the reasonable discretion of the Trustee, the Trust will
disburse its net earnings annually.
(vi) The Trust will terminate at the earlier of the distribution of
all of the remaining assets, if any, to the Beneficiaries or three years
from the date of formation of the Trust, but may be extended to a later
date if liabilities remain unresolved at the end of the three-year term.
The sole beneficiaries of the Trust are the former partners of the
Partnership. The Trust holds all of the remaining assets of the Partnership,
with the exception of the MHC Reserve trusts (discussed below), subject to any
remaining liabilities of the Partnership, whether known or unknown at the time
of the termination. These assets consist of the Partnership Expense Reserve,
and the right to receive any funds remaining in the Independent Committee
Reserve trust and the General Reserve trust. Each Reserve is defined in Item
7(1) and (2) Liquidity and Capital Resources which is incorporated herein by
reference. Upon termination of the separate trust arrangements, any remaining
assets will be distributed, in one or more installments, to the Trust. The
Trust will then distribute the remaining assets from these reserves to the
Beneficiaries (the former partners of the Partnership, pro rata in accordance
with their former interest in the Partnership). Upon termination of the Trust,
any remaining assets will be distributed in one or more installments to the
Beneficiaries.
Two MHC Reserve trusts were formed pursuant to the De Anza Properties - IX
Liquidating Trust Agreement for the purpose of holding assets for a period of
nine months following the transfer of the Partnership's last remaining property
in order to satisfy any proper and valid claims made by the buyer for breach of
the Partnership's obligations in the acquisition agreement.
The De Anza Properties - IX MHC Reserve Cash trust was funded initially
from proceeds from the transfer in the amount of $111,603, and its beneficiaries
are the Limited Partners and the General Partners who elected not to receive
partnership interests in the buyer in exchange for their interests in the
Partnership. The funds were released in full in 1995 and distributed to its
beneficiaries.
The De Anza Properties - IX MHC Reserve OP Unit trust was funded with units
of partnership interests of the buyer with an initial value of $23,397 by the
electing General Partners who
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chose to receive partnership interests in the buyer in exchange for their pro
rata interests in the Partnership. These electing General Partners are the
beneficiaries of that trust. All of the units were released in 1995 and
distributed to the respective electing General Partners.
ITEM 2. PROPERTIES.
----------
The Trust owns no physical properties.
ITEM 3. LEGAL PROCEEDINGS.
-----------------
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
---------------------------------------------------
No matter was submitted during the quarter ended December 31, 1996.
PART II.
ITEM 5. MARKET FOR THE TRUST'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
--------------------------------------------------------------------
(a) Market Information.
------------------
Under the terms of Trust the Beneficial Interests are not
transferable, therefore, there is no public market for the Beneficiary Interests
in the Trust and it is not anticipated that a public market for them will
develop. Accordingly, accurate information as to the market value of an Interest
at any given date is not available. The estimated aggregate market price shown
on the cover page of this report is simply the original capital contributed by
the Partnership and should not be relied upon as indicative of any bid or ask
quotations or transactions in the Trust.
(b) Holders.
-------
As of December 31, 1996, the approximate number of Beneficiaries is
590.
(c) Dividends.
---------
The Trust does not pay dividends, but will distribute Trust assets in
one or more installments as the resolution of contingencies allow as determined
by the Trustee. In 1996 the Trust distributed $180,575 to Beneficiaries from the
Independent Committee Reserve.
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ITEM 6. SELECTED FINANCIAL DATA.
-----------------------
The following table sets forth in tabular form a summary of
selected financial data for the Trust for the years ended December 31, 1996 and
1995 and for the period from August 10, 1994 (Inception) through December 31,
1994:
<TABLE>
<CAPTION>
1996 1995 1994
---------- ------------ -----------
<S> <C> <C> <C>
Operating revenues: $ 48,256 $ 56,426 $ 11,638
Gain on sale of property and
equipment: 180,575 -0- -0-
Net income (loss) from continuing
operations: 189,367 (32,954) (59,320)
Net income (loss) from continuing
operations per 1% Beneficiary
Interest: 1,893.67 (329.54) (593.20)
Total assets: 894,934 1,066,784 1,568,793
Long-term obligations: -0- -0- -0-
Cash distributions per 1%
Beneficiary Interest: 1,805.75 4,500.00 -0-
</TABLE>
The above selected financial data should be read in conjunction with the
financial statements and the related notes appearing elsewhere in this annual
report.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS.
-------------------------
(1) and (2) Liquidity and Capital Resources.
-------------------------------
Three separate reserves (the "Reserves") were established for the
benefit of the former Partners of the Partnership in connection with the
formation of the Trust.
The General Reserve is maintained in a separate trust account,
pursuant to the terms of a trust agreement between the Trust, as the
beneficiary, and Mr. Gelfand, as trustee, with an initial all cash fund in the
amount of $410,861. Pursuant to the terms of a contribution agreement entered
into among all of the partnerships and/or liquidating trusts involved in the
sale or transfer of assets which closed in August 1994, funds in the General
Reserve may be used to discharge or satisfy the Trust's pro rata portion of any
contingent liabilities of any of the liquidating trusts or the partnerships, and
to discharge or satisfy any liabilities of Mr. Gelfand and his affiliates. Such
liabilities may include any legal expenses incurred by the liquidating trusts,
the partnerships, Mr. Gelfand and his affiliates personally, in the defense or
resolution of any claim or action arising out of the MHC transaction, including
claims arising out of the indemnification obligations of the parties in
connection with the MHC transaction. All amounts in the General Reserve are
invested in interest bearing accounts or other short term investments (excluding
derivatives) reportable for federal income tax purposes to the Trust's federal
tax identification number. In August 1997, assuming no claims are threatened or
pending, all funds remaining in the General Reserve will be released to the
Trust, which will distribute these funds to the Beneficiaries of the Trust.
The amount of the Independent Committee Reserve trust of which the
Trust is the beneficiary was initially $361,150. The funds held in the
Independent Committee Reserve are invested in an interest bearing account (but
not in derivatives) pursuant to the terms of the Independent Committee Trust
Agreement, and reported for federal income tax purposes to the Trust's federal
tax identification number. Pursuant to the terms of a contribution agreement
among all of the partnerships/liquidating trusts, each partnership/liquidating
trust will contribute a pro rata portion of any claim for indemnification made
by the Independent Committee regardless of which specific partnership or
partnerships, if less than all, a claim relates to. In August 1996, $180,575 of
the Reserve, was released, and assuming no claims against the Independent
Committee Reserve have been made or threatened, the remaining $180,575, will be
released in August 1997. The Independent Committee may elect to extend the term
of the Independent Committee Reserve for an additional year. At the time of the
next release of funds from the Independent Committee Reserve to the Trust the
Trustee will make distributions to the Beneficiaries.
The Partnership Expense Reserve was established and retained by the
Trust. The initial amount of this Reserve was approximately $811,000 net of
liabilities and receivables. During 1995, $450,000 was distributed to the
Beneficiaries. Any funds remaining in this Reserve, after payment of
administrative expenses, contingent liabilities (known or unknown) and costs of
liquidating and dissolving, will be distributed by the Trustee to the
Beneficiaries.
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(3) Results of Operations.
---------------------
Since the inception of the Trust on August 10, 1994 and its
subsequent receipt of Partnership assets, the Trust has received or has been
allocated interest and dividend income of $47,263, $53,704 and $11,278 in 1996,
1995 and 1994, respectively, and in 1996 received $180,575 of the Independent
Committee Reserve. Administrative expenses totaled $38,471, $47,585 and $38,744
in 1996, 1995 and 1994, respectively. Reprorations of rents, utility income and
expenses including write-off of uncollectable rents, subsequent to the closing
of the transfer of properties owned by the Partnership resulted in a net expense
of $41,795 and $32,214 in 1995 and 1994, respectively.
Other than as described above, there are no known trends or
uncertainties which have had or can be reasonably expected to have a material
effect on continuing operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
-------------------------------------------
See Index to Financial Statements set forth in Item 14 of this Annual
Report on Form 10-K. The material contained in such Financial Statements, Notes
and Supplementary Schedules is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE.
--------------------
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.
---------------------------------------------------
The Trust has no executive officers or directors. The Trustee is Mr.
Herbert M. Gelfand. Herbert M. Gelfand currently serves as a Trustee of 16
affiliated trusts and is the Operating General Partner of four affiliated
partnerships, the first of which was formed in 1969. Mr. Gelfand was also the
founder, and together with his wife, Beverly J. Gelfand, were the principal
shareholders of De Anza Group, Inc., the former Operating General Partner of the
Partnership. Mr. Gelfand served as its Chairman of the Board of Directors until
its sale. From 1986 to 1990, Mr. Gelfand was also the Chief Executive Officer.
In addition, Mr. Gelfand is the sole shareholder and Chairman of the Board of
Directors of De Anza Corporation which currently serves as the Operating General
Partner of two real estate partnerships and is the liquidating agent of three
other partnerships. He is a member of the Bar of the State of California and
was engaged in the private practice of law from 1956 through 1977. From 1970
until 1975, Mr. Gelfand was a partner in the predecessor to the firm of Benjamin
and Susman, a Law Corporation (and thereafter was counsel to that
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firm until 1977), which predecessor law firm performed legal services for all
but one of the affiliated partnerships. Mr. Gelfand is married to Beverly J.
Gelfand, who served as a director of De Anza Group, Inc. until its sale, and is
the father of Michael D. Gelfand, the former Director, President and Chief
Financial Officer of De Anza Group, Inc., a Director, President and Chief
Financial Officer of De Anza Corporation and the sole shareholder, Chairman of
the Board, President and Chief Financial Officer of Terra Vista Management, Inc.
Based upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Trust, no person failed to timely file a report required by
Section 16(a) of the Securities Exchange Act of 1934.
ITEM 11. EXECUTIVE COMPENSATION.
----------------------
The Trust does not have directors, a chief executive officer or any
other executive officers. In 1996, the Trustee received approximately $23,920
in distributions for his direct pro rata share as a Beneficiary of the trust and
indirectly through his spouse's Beneficiary Interest. No compensation was paid
by the Trust to the Trustee.
Information contained in Item 13 of this Annual Report on Form 10-K is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
---------------------------------------------------
MANAGEMENT.
----------
(a) Security Ownership of Certain Beneficial Owners.
-----------------------------------------------
The Trust has no knowledge of any individual who has beneficial
ownership of more than five percent of any class of the Trust's voting interest.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
For the year ended December 31, 1996, one or more affiliated or
related parties of the Trustee were reimbursed $14,596 for the cost of goods and
services provided that were necessary for the administration of the Trust and
wind up of the Partnership's affairs. See Item 8, Note 3 to the Financial
Statements for discussion of the affiliations with the Trust and actual
transaction amounts which is incorporated herein by reference.
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<PAGE>
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(a) 1. Index to Financial Statements for the years ended December 31,
1996 and 1995 that are filed as part of this report:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditor's Report.................................. 14
Balance Sheets, December 31, 1996 and 1995.................... 15
Statements of Operations for the years ended
December 31, 1996 and 1995 and for the period
August 10, 1994 through December 31, 1994..................... 16
Statements of Changes in Beneficiaries'
Capital for the years ended December 31, 1996
and 1995 and for the period August 10, 1994 through
December 31, 1994............................................. 17
Statements of Cash Flows for the years ended
December 31, 1996 and 1995 and for the period
August 10, 1994 through December 31, 1994..................... 18
Notes to Financial Statements................................. 19
</TABLE>
2. All Schedules have been omitted since they are not required, not
applicable or the information is included in the Financial Statements or notes
thereto.
3. The following index sets forth the exhibits required to be filed
by Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE
- ----------- ----
<C> <S> <C>
2.1 De Anza Properties-IX Liquidating Trust Agreement dated August 10,
1994 between the Partnership and Herbert M. Gelfand, trustee. (See
Exhibit 2.1 in the Trust's Annual Report on Form 10-K for the year
ended December 31, 1994 incorporated herein by reference.)
2.2 Assignment and Assumption Agreement dated August 18, 1994 between the
Partnership and the Trust. (See Exhibit 2.2 in the Trust's Annual
Report on Form 10-K for the year ended December 31, 1994 incorporated
herein by reference.)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE
- ----------- ----
<C> <S> <C>
2.3 Assignment and Assumption Agreement dated August 19, 1994 between the
Partnership and the Trust respecting the MHC reserve cash portion.
(See Exhibit 2.3 in the Trust's Annual Report on Form 10-K for the
year ended December 31, 1994 incorporated herein by reference.)
2.4 General Reserve Trust Agreement dated August 1, 1994 between the
Partnership, the Herbert M. and Beverly J. Gelfand Family Trust, and
Herbert M. Gelfand as trustee. (See Exhibit 2.4 in the Trust's Annual
Report on Form 10-K for the year ended December 31, 1994 incorporated
herein by reference.)
2.5 Independent Committee Trust Agreement dated August 1,1994 between the
Partnership and Citicorp Trust N.A. as trustee. (See Exhibit 2.5 in
the Trust's Annual Report on Form 10-K for the year ended December 31,
1994 incorporated herein by reference.)
2.6 General Reserve Contribution Agreement dated August 1, 1994 between
the Partnership, affiliated partnerships, the Herbert M. and Beverly
J. Gelfand Family Trust, and Herbert M. Gelfand as trustee. (See
Exhibit 2.6 in the Trust's Annual Report on Form 10-K for the year
ended December 31, 1994 incorporated herein by reference.)
2.7 Independent Committee Reserve Contribution Agreement dated August 1,
1994 between the Partnership, affiliated partnerships, and Citicorp
Trust N.A. as trustee. (See Exhibit 2.7 in the Trust's Annual Report
on Form 10-K for the year ended December 31, 1994 incorporated herein
by reference.)
(b) Reports on Form 8-K.
None.
(c) The information set forth in Item 14(a) (3) of this Annual Report on
Form 10-K is incorporated herein by reference.
(d) All information required by Regulation S-X will be furnished by the
Trust to its Beneficiaries in its annual report. Therefore, this Item is not
applicable.
</TABLE>
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SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
DE ANZA PROPERTIES - IX LIQUIDATING TRUST
By /s/ Herbert M. Gelfand
----------------------
Herbert M. Gelfand
Trustee
Date: March 28, 1997
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DE ANZA PROPERTIES - IX
LIQUIDATING TRUST
AUDITED FINANCIAL STATEMENTS
December 31, 1996 and 1995
<PAGE>
De Anza Properties - IX Liquidating Trust
December 31, 1996 and 1995
Contents
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors................... 1
Audited Financial Statements
Balance Sheets................................... 3
Statements of Operations......................... 4
Statement of Changes in Beneficiaries' Capital... 5
Statements of Cash Flows......................... 6
Notes to Financial Statements.................... 8
Other Financial Information
Schedule I....................................... 12
Schedule II...................................... 13
</TABLE>
<PAGE>
Report of Independent Auditors
To the Beneficiaries
De Anza Properties - IX Liquidating Trust
Beverly Hills, California
We have audited the accompanying balance sheets of De Anza Properties - IX
Liquidating Trust (the Trust) as of December 31, 1996 and 1995, and the related
statements of operations and changes in beneficiaries' capital and cash flows
for the years ended December 31, 1996 and 1995, and for the period August 10,
1994 (date of inception) through December 31, 1994. These financial statements
are the responsibility of Herbert M. Gelfand, the trustee. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits 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 statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Trust as of December 31,
1996 and 1995, and the results of its operations and changes in beneficiaries'
capital and cash flows for the years ended December 31, 1996, 1995, and for the
period August 10, 1994 (date of inception) through December 31, 1994, in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary Schedules
I and II are presented for the purpose of additional analysis and are not a
required part of the basic
1
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financial statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects.
Ernst & Young, LLP
Los Angeles, California
January 21, 1997
2
<PAGE>
De Anza Properties - IX Liquidating Trust
Balance Sheets
<TABLE>
<CAPTION>
December 31,
1996 1995
--------------------------
<S> <C> <C>
ASSETS
CASH (Note 1) $300,091 $ 286,506
RESTRICTED CASH (Notes 1 and 2) 591,436 772,011
ACCOUNTS RECEIVABLE, including $578 due from a
related party at December 31, 1995 3,407 8,267
--------------------------
$894,934 $1,066,784
==========================
LIABILITIES AND BENEFICIARIES' CAPITAL
ACCOUNTS PAYABLE AND ACCRUED EXPENSES,
including $2,044 and $1,346 due to related parties at
December 31, 1996 and 1995, respectively (Note 3) $ 26,337 $ 26,404
UNRECOGNIZED GAIN (Note 2) 591,436 772,011
--------------------------
617,773 798,415
BENEFICIARIES' CAPITAL 277,161 268,369
--------------------------
$894,934 $1,066,784
==========================
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
3
<PAGE>
De Anza Properties - IX Liquidating Trust
Statements of Operations
<TABLE>
<CAPTION>
For the Period
August 10,
1994 (Date of
Inception)
Year Ended Through
December 31, December 31,
1996 1995 1994
-----------------------------------------------
<S> <C> <C> <C>
INCOME
Interest and dividends $ 47,263 $ 53,704 $ 11,278
Gain on sale of property and equipment
(Note 2) 180,575 - -
Other 993 2,722 360
-----------------------------------------------
228,831 56,426 11,638
-----------------------------------------------
EXPENSES
Professional fees and services, including
$9,483, $17,318, and $29,915 paid to
related parties during 1996, 1995, and
1994, respectively (Note 3) 26,926 67,455 34,962
Other, including $408, $1,089, and $278
paid to related parties during 1996, 1995,
and 1994 respectively (Note 3) 7,833 14,658 1,586
Salaries paid to related parties (Note 3) 4,705 5,226 2,196
Miscellaneous partnership expenses - 2,041 32,214
-----------------------------------------------
39,464 89,380 70,958
-----------------------------------------------
NET INCOME (LOSS) $ 189,367 $(32,954) $(59,320)
===============================================
INCOME (LOSS) PER 1% BENEFICIARY INTEREST
(Note 4) $1,893.67 $(329.54) $(593.20)
===============================================
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
4
<PAGE>
De Anza Properties - IX Liquidating Trust
Statement of Changes in Beneficiaries' Capital
Years Ended December 31, 1996 and 1995 and for the Period
August 10, 1994 (Date of Inception) through December 31, 1994
<TABLE>
<CAPTION>
<S> <C>
BALANCE - August 10, 1994 (date of inception) -
NET LOSS - for the period August 10, 1994 (date of inception)
through December 31, 1994 $ (59,320)
CAPITAL CONTRIBUTIONS - for the period August 10, 1994 (date of
inception) through December 31, 1994 810,643
---------
BALANCE - January 1, 1995 $ 751,323
NET LOSS - for the year ended December 31, 1995 (32,954)
CAPITAL DISTRIBUTIONS - for the year ended December 31, 1995 (450,000)
---------
BALANCE - December 31, 1995 268,369
NET INCOME - for the year ended December 31, 1996 189,367
CAPITAL DISTRIBUTIONS - for the year ended December 31, 1996 (180,575)
---------
BALANCE - December 31, 1996 $ 277,161
=========
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
5
<PAGE>
De Anza Properties - IX Liquidating Trust
Statements of Cash Flows
<TABLE>
<CAPTION>
For the Period
August 10, 1994
(Date of
Inception)
Year Ended Through
December 31, December 31,
1996 1995 1994
-------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Gross rents received from rental real estate operations - - $ 35,081
Cash paid to suppliers, including $14,596, $23,633, and
$28,389 paid to related parties during 1996, 1995, and
1994, respectively $ (38,953) $(109,013) (184,387)
Interest and other income received 52,538 49,824 21,534
-------------------------------------------------------
Net cash provided by (used in) operating activities 13,585 (59,189) (127,772)
-------------------------------------------------------
INVESTING ACTIVITIES
Additions to restricted cash - - (772,011)
Release of restricted cash 180,575 - -
-------------------------------------------------------
Net cash provided by (used in) investing activities 180,575 - (772,011)
-------------------------------------------------------
FINANCING ACTIVITIES
Capital contributions - - 1,695,478
Capital distributions (180,575) (450,000) -
-------------------------------------------------------
Net cash (used in) provided by financing activities (180,575) (450,000) 1,695,478
-------------------------------------------------------
NET INCREASE (DECREASE) IN CASH 13,585 (509,189) 795,695
CASH AT BEGINNING OF PERIOD 286,506 795,695 -
-------------------------------------------------------
CASH AT END OF PERIOD $ 300,091 $ 286,506 $ 795,695
=======================================================
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY
(USED IN) OPERATING ACTIVITIES
Net income (loss) $ 189,367 $ (32,954) $ (59,320)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Gain on sale of property and equipment (180,575) - -
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 4,860 (7,180) 54,906
Decrease in accounts payable and accrued expenses (67) (19,055) (123,358)
-------------------------------------------------------
Net cash provided by (used in) operating activities $ 13,585 $ (59,189) $ (127,772)
=======================================================
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
6
<PAGE>
De Anza Properties - IX Liquidating Trust
Statements of Cash Flows (Continued)
NONCASH ACTIVITY
Subsequent to August 18, 1994, De Anza Properties - IX was liquidated and
various assets were transferred to the De Anza Properties - IX Liquidating Trust
(Notes 1 and 2). The noncash assets and liabilities transferred consisted of
accounts receivable of $55,993, accounts payable and accrued expenses of
$168,817, and deferred gain of $772,001.
See accompanying report of independent auditors and notes to financial
statements.
7
<PAGE>
De Anza Properties - IX Liquidating Trust
Notes to Financial Statements
For the Years Ended December 31, 1996 and 1995 and For The Period
August 10, 1994 (Date of Inception) Through December 31, 1994
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
De Anza Properties - IX Liquidating Trust (the Trust) was formed on August 10,
1994 to acquire the remaining assets, assume the remaining liabilities and wind
up the affairs of De Anza Properties - IX (the Partnership), pursuant to a plan
of liquidation of the Partnership. The Partnership ceased operations as of
August 18, 1994, dissolved on August 19, 1994, and subsequently terminated on
October 21, 1994. Subsequent to August 18, 1994, all of the remaining assets and
liabilities of the Partnership and its reserves and its rights to reserves held
in various trusts, were contributed to the Trust by the Partnership on behalf of
the beneficiaries, of which Herbert M. Gelfand, the former operating general
partner of the Partnership, is the trustee (Trustee). The Trust will settle
Partnership liabilities and will terminate upon final release and distribution
of reserves. The former partners (general and limited) are the beneficiaries of
the Trust in accordance with each partner's pro rata ownership interest in the
Partnership.
In accordance with the plan of liquidation of the Partnership, the former
partners of the Partnership established and funded two additional reserves which
are not owned by the Trust. Schedules I and II reflect the balance sheet and
income statement of the Trust combined with these two reserves. During 1995 both
reserves were released and distributed to the beneficiaries.
Income Taxes
No provision for income taxes has been included in the accompanying financial
statements, since the beneficiaries are responsible for reflecting their share
of income or loss on their respective income tax returns.
See accompanying report of independent auditors.
8
<PAGE>
De Anza Properties - IX Liquidating Trust
Notes to Financial Statements (Continued)
For the Years Ended December 31, 1996 and 1995 and For The Period
August 10, 1994 (Date of Inception) Through December 31, 1994
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
The Trust invests cash not needed for working capital in highly liquid short-
term investments consisting of money market funds and certificates of deposit,
with original maturities generally ranging from one to three months. The Trust
considers all such items to be cash equivalents. At December 31, 1996, and
periodically, balances in various accounts exceeded federally insured limits. No
losses have been experienced to date related to such accounts. The Trust places
its cash and cash equivalents with quality financial institutions and believes
it is not exposed to any significant concentration of credit risk on cash and
cash equivalents.
Restricted Cash
At December 31, 1996 and 1995, the Trust had $591,436 and $772,011,
respectively, in restricted cash. These amounts consist of a General Reserve and
Independent Committee Reserve totaling $410,861 and $180,575, respectively, in
1996 and $410,861 and $361,150, respectively, in 1995 (see Note 2).
Financial Instruments
The carrying amount reported in the balance sheet for cash, cash equivalents,
accounts receivable and accounts payable approximates fair value due to the
short maturity of these instruments.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
See accompanying report of independent auditors.
9
<PAGE>
De Anza Properties - IX Liquidating Trust
Notes to Financial Statements (Continued)
For the Years Ended December 31, 1996 and 1995 and For The Period
August 10, 1994 (Date of Inception) Through December 31, 1994
2. UNRECOGNIZED GAIN
Subsequent to August 18, 1994, the Partnership contributed the following assets
and liabilities to the Trust on behalf of the beneficiaries:
<TABLE>
<S> <C>
Cash:
General Reserve $ 410,861
Independent Committee Reserve 361,150
Operating cash (Partnership Expense Reserve) 923,467
Noncash:
Accounts receivable 55,993
Accounts payable and accrued expenses (168,817)
Deferred gain on sale (772,011)
---------
Net capital contribution to the Trust $ 810,643
=========
</TABLE>
Pursuant to the guidelines of Statements of Financial Accounting Standards No.
66, "Accounting for Sales of Real Estate," the Partnership deferred in 1994 the
recognition of gain on that portion of the sales proceeds represented by the
General Reserve and Independent Committee Reserve, totaling $772,011. The
unrecognized gain was subsequently transferred to the Trust.
The General Reserve and Independent Committee Reserve were established to fund
contingent liabilities that may arise out of the MHC transaction, and the
Partnership Expense Reserve, consisting of the remaining unrestricted funds, was
established to fund future administrative costs and contingencies of the Trust.
During 1995, $450,000 of the Partnership Expense Reserve was released and
distributed to the beneficiaries of the Trust. During 1996, $180,575 of the
original $361,150 Independent Committee Reserve was released and distributed to
the beneficiaries of the Trust. Accordingly, the Trust recognized a gain of
$180,575. This amount is included in the determination of net income for the
year ended December 31, 1996. At December 31, 1996 and 1995, $591,436 and
$772,011, respectively, of gain have been deferred for the beneficiaries of the
Trust.
See accompanying report of independent auditors.
10
<PAGE>
De Anza Properties - IX Liquidating Trust
Notes to Financial Statements (Continued)
For the Years Ended December 31, 1996 and 1995 and For The Period
August 10, 1994 (Date of Inception) Through December 31, 1994
3. RELATED PARTY TRANSACTIONS
Terra Vista Management, Inc. or De Anza Leasing Corporation, a related party and
affiliate, respectively, of the Trustee, were paid in the aggregate $14,596,
$23,633, and $28,389 during the years ended December 31, 1996 and 1995, and the
period August 10, 1994 (date of inception) through December 31, 1994,
respectively, for performing bookkeeping, computer, legal and beneficiary
relations services necessary for the administration of the Trust.
4. INCOME (LOSS) PER 1% BENEFICIARY INTEREST
Income (loss) per 1% beneficiary interest is computed based on each
beneficiary's pro rata ownership interest formerly held in the dissolved
Partnership. The 1996 net income of $189,367, the 1995 net loss of $32,954 and
the 1994 net loss of $59,320 result in $1,893.67, $(329.54), and $593.20,
respectively, of income (loss) for each 1% interest in the Trust.
See accompanying report of independent auditors.
11
<PAGE>
Schedule I
De Anza Properties - IX Liquidating Trust
MHC Cash Reserve and MHC OP Unit Reserve
Combined Balance Sheet
December 31, 1995
<TABLE>
<CAPTION>
Liquidating MHC Cash MHC OP Combined
Trust Reserve Unit Reserve Total
---------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C>
Cash $ 286,506 $ 4 - $ 286,510
Restricted cash 772,011 - - 772,011
Accounts receivable 8,267 - - 8,267
---------------------------------------------------------------------
$1,066,784 $ 4 - $1,066,788
=====================================================================
LIABILITIES AND BENEFICIARIES' CAPITAL
Accounts payable and
accrued expenses $ 26,404 $ 578 - $ 26,982
Unrecognized gain 772,011 - - 772,011
---------------------------------------------------------------------
798,415 578 - 798,993
Beneficiaries' capital 268,369 (574) - 267,795
---------------------------------------------------------------------
$1,066,784 $ 4 - $1,066,788
=====================================================================
</TABLE>
The MHC Cash Reserve and the MHC OP Unit Reserve were Trusts created pursuant to
the plan of liquidation of the Partnership and were funded by the partners (see
Note 1). During 1995, the reserves in the MHC Cash Reserve and MHC OP Unit
Reserve were released in full and distributed to the beneficiaries of the
respective trusts. During 1996, the Trusts were terminated.
See accompanying report of independent auditors and notes to financial
statements.
12
<PAGE>
Schedule II
Page 1 of 3
De Anza Properties - IX Liquidating Trust
MHC Cash Reserve and MHC OP Unit Reserve
Combined Statement of Income
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
Liquidating MHC Cash Combined
Trust Reserve Total
---------------------------------------------
INCOME
<S> <C> <C> <C>
Interest and dividends $ 47,263 - $ 47,263
Gain on sale of property and
equipment 180,575 - 180,575
Other 993 $585 1,578
---------------------------------------------
228,831 585 229,416
---------------------------------------------
EXPENSES
Professional fees and services,
including $9,483 paid to
related parties 26,926 - 26,926
Other, including $408 paid to
related parties 7,833 11 7,844
Salaries paid to related parties 4,705 - 4,705
---------------------------------------------
39,464 11 39,475
---------------------------------------------
NET INCOME $189,367 $574 $189,941
=============================================
</TABLE>
The MHC Cash Reserve was a Trust created pursuant to the plan of liquidation of
the Partnership and was funded by the partners (see Note 1). During 1996, this
Trust was terminated.
See accompanying report of independent auditors and notes to financial
statements.
13
<PAGE>
Schedule II
Page 2 of 3
De Anza Properties - IX Liquidating Trust
MHC Cash Reserve and MHC OP Unit Reserve
Combined Statement of Operations
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Liquidating MHC Cash MHC OP Combined
Trust Reserve Unit Reserve Total
---------------------------------------------------------------
INCOME
<S> <C> <C> <C> <C>
Gain on sale of
property and equipment - $111,603 $23,397 $135,000
Interest and dividends $ 53,704 2,559 1,046 57,309
Other 2,722 - - 2,722
---------------------------------------------------------------
56,426 114,162 24,443 195,031
---------------------------------------------------------------
EXPENSES
Professional fees and
services, including
$17,318 paid to
related parties 67,455 4,100 1,386 72,941
Other, including
$1,089 paid to
related parties 14,658 187 - 14,845
Salaries paid to related
parties 5,226 - - 5,226
Miscellaneous
Partnership expenses 2,041 - - 2,041
---------------------------------------------------------------
89,380 4,287 1,386 95,053
---------------------------------------------------------------
NET INCOME (LOSS) $(32,954) $109,875 $23,057 $ 99,978
===============================================================
</TABLE>
The MHC Cash Reserve and the MHC OP Unit Reserve were Trusts created pursuant to
the plan of liquidation of the Partnership and were funded by the partners (see
Note 1). During the year ended December 31, 1995, the MHC Cash Reserve and MHC
OP Unit Reserve Trusts recognized as income $111,603 and $23,397, respectively,
attributable to the MHC Reserves released during 1995.
See accompanying report of independent auditors and notes to financial
statements.
14
<PAGE>
Schedule II
Page 3 of 3
De Anza Properties - IX Liquidating Trust
MHC Cash Reserve and MHC OP Unit Reserve
Combined Statement of Operations
For the Period August 10, 1994 (Date of Inception) Through December 31, 1994
<TABLE>
<CAPTION>
Liquidating MHC Cash MHC OP Combined
Trust Reserve Unit Reserve Total
----------------------------------------------------------------
INCOME
<S> <C> <C> <C> <C>
Interest $ 11,278 $1,164 $ - $ 12,442
Other 360 - 340 700
----------------------------------------------------------------
11,638 1,164 340 13,142
----------------------------------------------------------------
EXPENSES
Professional fees and
services, including
$25,915 paid to related
parties 34,962 - - 34,962
Other, including $278
paid to related parties 1,586 - - 1,586
Miscellaneous Partnership
expenses 32,214 - - 32,214
Salaries paid to related
parties 2,196 - - 2,196
----------------------------------------------------------------
70,958 - - 70,958
----------------------------------------------------------------
NET INCOME (LOSS) $(59,320) $1,164 $340 $(57,816)
================================================================
</TABLE>
The MHC Cash Reserve and the MHC OP Unit Reserve were Trusts created pursuant to
the plan of liquidation of the Partnership and were funded by the partners (see
Note 1). Pursuant to the guidelines of Statements of Financial Accounting
Standards No. 66, "Accounting for Sales of Real Estate," the Partnership
deferred in 1994 the recognition of gain on that portion of the sales proceeds
represented by the MHC Cash and MHC OP Unit Reserves. The unrecognized gain was
subsequently transferred to the respective Trusts.
See accompanying report of independent auditors and notes to financial
statements.
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 891,527
<SECURITIES> 0
<RECEIVABLES> 3,407
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 894,934
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 894,934
<CURRENT-LIABILITIES> 26,337
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 277,161
<TOTAL-LIABILITY-AND-EQUITY> 894,934
<SALES> 0
<TOTAL-REVENUES> 228,831
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 39,464
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 189,367
<INCOME-TAX> 0
<INCOME-CONTINUING> 189,367
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 189,367
<EPS-PRIMARY> 1,893.67<F1>
<EPS-DILUTED> 1,893.67<F1>
<FN>
<F1>EPS is per 1% Beneficiary Interest
</FN>
</TABLE>
