UNITED STATES 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 DECEMBER 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to .
Commission File Number : 0-10977
PAINE WEBBER INCOME PROPERTIES TWO LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 04-2689565
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
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 .
<PAGE>
PAINE WEBBER INCOME PROPERTIES TWO LIMITED PARTNERSHIP
ASSETS
(In thousands)
Consolidated
Statement of
Net Assets
in Liquidation Consolidated
December 31, 1995 Balance Sheet
(Unaudited) September 30, 1995
Investment property held for sale, net $ - $ 4,670
Cash and cash equivalents 2,370 638
Restricted escrow deposits - 774
Accounts receivable - affiliate 451 -
Prepaid expenses - 33
Deferred expenses, net - 222
-------- --------
$ 2,821 $ 6,337
======== ========
LIABILITIES AND PARTNERS' DEFICIT
Mortgage note payable $ - $ 9,856
Accounts payable and accrued expenses 119 87
Real estate taxes payable - 106
Tenant security deposits - 97
Accrued interest payable - 60
Deferred revenues - 4
Disposition fee payable to Adviser 261 -
Distribution payable to limited partners 2,441 -
-------- --------
Total liabilities 2,821 10,210
Venture partner's subordinated deficit - (1,713)
Partners' deficit - (2,160)
--------- --------
$ 6,337
========
Net Assets in Liquidation $ 0
===========
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
For the three months ended December 31, 1995 and 1994 (Unaudited)
(In thousands)
General Limited
Partners Partners
Balance at September 30, 1994 $ 6 $(2,553)
Net income - 44
--------- -------
Balance at December 31, 1994 $ 6 $(2,509)
========= =======
Balance at September 30, 1995 $ 9 $(2,169)
Cash distributions - (2,441)
Net income (loss) (9) 4,610
--------- --------
Balance at December 31, 1995 $ - $ -
========= ========
See accompanying notes.
<PAGE>
PAINE WEBBER INCOME PROPERTIES TWO LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended December 31, 1995 and 1994 (Unaudited)
(In thousands, except per Unit data)
1995 1994
---- ----
Revenues:
Rental revenues $ 618 $ 575
Interest and other income 37 63
------ -----
655 638
Expenses:
Property operating expenses 226 306
Interest expense and
related financing fees- 189 182
Depreciation and amortization - 4
Real estate taxes 32 46
General and administrative 134 18
------ -----
581 556
------ -----
Operating income 74 82
Venture partner's share of venture's
operations (151) (38)
Gain on sale of Partnership's
remaining investment 4,939 -
Disposition fee owed to Adviser (261) -
------- -------
Net income $ 4,601 $ 44
======= =======
Net income per Limited Partnership Unit $294.84 $2.83
======= =====
The above net income per Limited Partnership Unit is based upon the 15,445
Limited Partnership Units outstanding during each period.
See accompanying notes.
<PAGE>
PAINE WEBBER INCOME PROPERTIES TWO LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended December 31, 1995 and 1994 (Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
(In thousands)
1995 1994
---- ----
Cash flows from operating activities:
Net income $ 4,601 $ 44
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization - 4
Venture partner's share of venture's operations 151 38
Gain on sale of Partnership's remaining
investment ( 4,939) -
Changes in assets and liabilities:
Restricted escrow deposits - 519
Prepaid expenses - (28)
Accounts payable and accrued expenses 98 37
Real estate taxes payable - (144)
Disposition fee payable to Adviser 261 -
-------- --------
Total adjustments (4,429) 426
-------- --------
Net cash provided by operating activities 172 470
-------- --------
Cash flows from investing activities:
Additions to investment property held for sale - (312)
Net proceeds from sale of joint venture
investment 2,300 -
-------- --------
Net cash provided by (used for)
investing activities 2,300 (312)
-------- --------
Cash flows from financing activities:
Cash flow distributions to co-venture partner (151) -
Principal payments on mortgage note payable - (17)
--------- ---------
Net cash used for investing activities (151) (17)
--------- ---------
Net increase in cash and cash equivalents 2,321 141
Cash and cash equivalents, beginning of period 638 203
Less: cash and cash equivalents of
consolidated joint venture,
beginning of period (589) -
--------- --------
Cash and cash equivalents, end of period $ 2,370 $ 344
========= =======
Cash paid during the period for interest $ 181 $ 182
========= =======
See accompanying notes.
<PAGE>
PAINE WEBBER INCOME PROPERTIES TWO LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Planned Liquidation
Paine Webber Income Properties Two Limited Partnership (the "Partnership")
is a limited partnership formed on September 5, 1979 under the Uniform Limited
Partnership Act of the State of Delaware for the purpose of investing in a
diversified portfolio of existing income-producing operating properties such as
shopping centers, office buildings and apartment complexes. The Partnership
offered limited partnership interests to the public from April, 1980 to
December, 1980 pursuant to a Registration Statement filed under the Securities
Act of 1933. Gross proceeds of $15,445,000 were received by the Partnership and,
after deducting selling expenses and offering costs, approximately $12,700,000
was invested in joint venture interests in three operating investment
properties.
As of December 31, 1995, the Partnership's interest in all three operating
investment properties had been sold, with the final sale occurring on December
29, 1995. The Partnership's remaining investment was a joint venture interest in
the Spanish Trace Apartments, located in St. Louis, Missouri. Spanish Trace
Apartments is a 372-unit, twenty-four year old, garden-style rental property. On
December 29, 1995, the Partnership sold its interest in the joint venture for
$2,300,000 as further described in Note 3. The partners intend to liquidate all
remaining assets and distribute the remaining cash (net of liquidation-related
expenses) to the Limited Partners and the Adviser pursuant to the Partnership
Agreement (see Note 4). On February 15, 1996, the limited partners will receive
a final distribution of $158.03 per Unit, representing a capital distribution of
$148.92 from the sale of the Partnership's interest in the Spanish Trace
Apartments and a liquidation distribution of $9.11.
2. Basis of Presentation
As a result of the sale of the Partnership's interest in the Spanish Trace
joint venture on December 29, 1995 and management's plans to terminate the
Partnership, as discussed in Note 1, the Partnership changed its basis of
accounting from going concern basis to the liquidation basis as of December 31,
1995. Accordingly, all non-liquid assets are state at their estimated net
realizable value and all liabilities reflect their estimated settlement amounts
at December 31, 1995. All liquidation-related expenses were accrued at December
31, 1995 and are included in general and administrative expenses on the
accompanying statement of operations for the three-month period ended December
31, 1995.
3. Real Estate Investment
At September 30, 1995, the Partnership had an ownership interest in one
joint venture, Spanish Trace Associates, which owns the Spanish Trace
Apartments, a 372-unit apartment complex located in St. Louis, Missouri. The
Partnership sold its interest in the joint venture which owns the Spanish Trace
Apartments on December 29, 1995 as described below. Prior to the date of the
sale of the Partnership's interest, this joint venture was consolidated in the
Partnership's financial statements, and therefore, the assets, liabilities,
revenues and expenses of the venture appear in the consolidated statements. The
effects of all transactions between the Partnership and the consolidated joint
venture have been eliminated in consolidation. For fiscal 1996, revenues and
expenses of the venture appear in the consolidated statements of operations for
the period October 1, 1995 through December 29, 1995.
On December 29, 1995, the Partnership sold its interest in the Spanish
Trace Apartments to an affiliate of the co-venture partner for a net price of
approximately $2.3 million. The net sales price for the Partnership's equity
interest was based upon an agreed upon fair market value of the property of
$13.3 million. The agreed upon fair market value, of $13.3 million, is supported
by management's most recent independent appraisal of Spanish Trace Apartments
and by the marketing efforts to third-parties which were conducted prior to
consummation of the sale transaction. Under the terms of the Spanish Trace joint
venture agreement, the co-venture partner had the right to match any third-party
offer to purchase the property. Accordingly, a negotiated sale to the
co-venturer or its affiliate at the appropriate market price represented the
most expeditious and advantageous way for the Partnership to sell this remaining
investment. In addition to the net sale proceeds, the Partnership was due to
receive distributions totalling $508,000 from the Spanish Trace joint venture,
representing the Partnership's share of the venture's undistributed net cash
flow through the date of the sale in accordance with the joint venture agreement
and the sale contract. At the time of the sale, the Partnership received $57,000
of such distributions. The remaining $451,000 will be received after the venture
obtains approval from HUD (See Note 5) to release the funds.
The following is a summary of property operating expenses for the period
October 1, 1995 to December 29, 1995 and the three-month period ended December
31, 1994 (in thousands):
1995 1994
---- ----
Repairs and maintenance $ 34 $ 105
Utilities 56 38
Insurance 10 10
Management fees 33 29
Administrative and other 93 124
------- -------
$ 226 $ 306
======= =======
4. The Partnership Agreement and Related Party Transactions
The Managing General Partner of the Partnership is Second Income
Properties, Inc. (the "Managing General Partner"), a wholly-owned subsidiary of
PaineWebber Group Inc. ("PaineWebber"). Subject to the Managing General
Partner's overall authority, the business of the Partnership is managed by
PaineWebber Properties Incorporated (the "Adviser") pursuant to an advisory
contract. The Adviser is a wholly-owned subsidiary of PaineWebber Incorporated
("PWI"), a wholly-owned subsidiary of PaineWebber.
In accordance with the Partnership Agreement, sale or refinancing
proceeds are to be distributed first, 100% to the Limited Partners until the
Limited Partners have received their original capital contributions and a
cumulative annual return of 7% based upon a Limited Partner's adjusted capital
contributions, as defined in the Partnership Agreement. Next, any remaining sale
or refinancing proceeds are payable to the Adviser as a disposition fee up to an
amount equal to 3/4% of the aggregate selling prices of the Partnership's
properties. Any remaining sale or refinancing proceeds are to be distributed 85%
to the Limited Partners and 15% to the General Partners. As discussed further in
Note 3, the Partnership has completed the sale of its final remaining
investment. Based on the proceeds received from this sale transaction,
subsequent to the distribution of $158.03 per Unit to be paid on February 15,
1996, the Limited Partners will have received cumulative distributions in an
amount equal to a return of the Limited Partners' original capital contributions
plus a cumulative 7% annual return. Based on the estimate of final
liquidation-expenses, there will be residual cash proceeds of approximately
$261,000 available to pay some, but not all, of the aforementioned disposition
fee to the Adviser. Based on the aggregate selling prices of the Partnership's
properties, the Adviser would be entitled to receive a disposition fee of up to
$433,000. The Adviser may agree to reassign its rights to the disposition fee
from the Partnership in connection with a proposed settlement of the legal
actions referred to in Note 6.
Pursuant to the terms of the Partnership Agreement, taxable income or tax
loss from the operations of the Partnership is allocated 99% to the Limited
Partners and 1% to the General Partners. Taxable income or tax loss arising from
a sale or refinancing of investment properties will be allocated to the Limited
Partners and the General Partners in proportion to the amounts of sale or
refinancing proceeds to which they are entitled, provided that the General
Partners shall be allocated at least 1% of taxable income arising from a sale or
refinancing. If there are no sale or refinancing proceeds, taxable income or tax
loss from a sale or refinancing will be allocated 99% to the Limited Partners
and 1% to the General Partners. Allocations of the Partnership's operations
between the General Partners and the Limited Partners for financial accounting
purposes have been made in conformity with the allocations of taxable income or
tax loss.
Included in general and administrative expenses for each of the three-month
periods ended December 31, 1995 and 1994 is $8,000 representing reimbursements
to an affiliate of the Managing General Partner for providing certain financial,
accounting and investor communication services to the Partnership. An additional
$23,000 is also included in general and administrative expenses for services to
be rendered through the liquidation of the Partnership.
Also included in general and administrative expenses for the three-month
period ended December 31, 1994 is $400 representing fees earned by Mitchell
Hutchins Institutional Investors, Inc. for managing the Partnership's cash
assets.
5. Mortgage Note Payable
The mortgage note payable on the consolidated balance sheet as of
September 30, 1995 relates to the Spanish Trace joint venture and is secured by
that venture's operating investment property. As described in Note 3, the
Partnership sold its interest in the joint venture which owns the Spanish Trace
Apartments on December 29, 1995. Mortgage note payable consisted of the
following at September 30, 1995 (in thousands):
September 30
7.35% nonrecourse mortgage loan
secured by the Spanish Trace Apartments,
payable in monthly installments,
including principal and interest of $66
through August 1, 2028. The remaining
balance of principal and interest is
due September 1, 2028 (see discussion
below). $ 9,856
=======
On August 31, 1993, the joint venture refinanced the existing debt on
Spanish Trace Apartments with a new loan insured by the U.S. Department of
Housing and Urban Development (HUD). As part of the HUD insured loan program,
the operating investment property was required to establish an escrow account
for a replacement reserve and other required repairs. The balance of these
restricted escrow deposits totalled approximately $774,000 as of September 30,
1995.
6. Contingencies
The Partnership is involved in certain legal actions. The Managing General
Partner believes that such actions will be resolved without material adverse
effect on the Partnership's financial statements, taken as a whole.
<PAGE>
PAINE WEBBER INCOME PROPERTIES TWO LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
On December 29, 1995, the Partnership sold it's remaining investment in
the Spanish Trace Apartments, located in St. Louis, Missouri. Spanish Trace
Apartments is a 372-unit, twenty-four year old, garden-style rental property.
The Partnership sold its interest in the Spanish Trace Apartments to an
affiliate of the co-venture partner for a net price of approximately $2.3
million. The net sales price for the Partnership's equity interest is based upon
an agreed upon fair market value of the property of $13.3 million. The agreed
upon fair market value, of $13.3 million, is supported by management's most
recent independent appraisal of Spanish Trace and by the marketing efforts to
third-parties which were conducted prior to the consummation of the sales
transaction. Under the terms of the Spanish Trace joint venture agreement, the
co-venture partner has the right to match any third-party offer to purchase the
property. Accordingly, a negotiated sale to the co-venturer or its affiliate at
the appropriate market price represented the most expeditious and advantageous
way for the Partnership to sell this remaining investment. In addition to the
net sale proceeds, the Partnership was due to receive distributions totalling
$508,000 from the Spanish Trace joint venture, representing the Partnership's
share of the venture's undistributed net cash flow through the date of the sale
in accordance with the joint venture agreement and sale contract. At the time of
the sale, the Partnership received $57,000 of such distributions. The remaining
$451,000 will be received after the venture obtains approval from HUD to release
the funds.
The partners intend to liquidate all remaining assets and distribute the
remaining cash (net of liquidation-related expenses) to the Limited Partners and
the Adviser pursuant to the Partnership Agreement. On February 15, 1996, the
Limited Partners will receive a final distribution of $158.03 per original
$1,000 unit, representing a capital distribution of $148.92 from the sale of the
Partnership's interest in the Spanish Trace Apartments and a liquidation
distribution of $9.11
In accordance with the Partnership Agreement, sale or refinancing
proceeds are to be distributed first, 100% to the Limited Partners until the
Limited Partners have received their original capital contributions and a
cumulative annual return of 7% based upon a Limited Partner's adjusted capital
contributions, as defined in the Partnership Agreement. Next, any remaining sale
or refinancing proceeds are payable to the Adviser as a disposition fee up to an
amount equity to 3/4% of the aggregate selling prices of the Partnership's
properties. Any remaining sale or refinancing proceeds are to be distributed 85%
to the Limited Partners and 15% to the General Partners. As discussed further
above, the Partnership has completed the sale of its final remaining investment.
Based on the proceeds received from this sale transaction, subsequent to the
special distribution to be paid on February 15, 1996, the Limited Partners will
have received cumulative distributions in an amount equity to a return of the
Limited Partners' original capital contributions plus accumulative 7% annual
return. Based on the estimate of final liquidation-expenses, there will be
residual cash proceeds of approximately $261,000 available to pay some, but not
all, of the aforementioned disposition fee to the Adviser. Based on the
aggregate prices of the Partnership's properties, the Adviser would be entitled
to receive a disposition fee of up to $433,000. The Adviser may agree to
reassign its right to the disposition fee from the Partnership in connection
with a proposed settlement of the legal actions brought against the Adviser and
its affiliates related to a number of partnership offerings sponsored by
PaineWebber.
At December 31, 1995, the Partnership had cash and cash equivalents of
approximately $2,370,000. In addition, as discussed further above, approximately
$451,000 is due the Partnership from the Spanish Trace joint venture for the
Partnership's share of distributable cash flow through the date of sale. From
the available remaining cash, a distribution of $158.03 per original $1,000 per
Unit, or $2,441,000, will be paid to the Limited Partners on February 15, 1996.
The balance of the remaining cash will be used for expenses associated with
winding up the Partnership's business and completing a formal liquidation. An
amount of residual cash of approximately $261,000 is expected to be available
after the payment of all liquidation-related expenses. As discussed further
above, this residual amount will be paid to the Adviser or its designated
assignee in accordance with the Partnership Agreement.
Results of Operations
Three Months Ended December 31, 1995
The Partnership reported net income of $4,601,000 for the three-month
period ended December 31, 1995, as compared to net income of $44,000 recognized
in the prior year. The increase in net income resulted from the sale of the
Partnership's interest in the Spanish Trace Apartments on December 29, 1995, as
more fully described above. The Partnership recognized a gain of $4,939,000 in
connection with the sale of its venture interest due to prior year non-cash
depreciation charges which reduced the net book value of the operating
investment property below its fair market value at the time of the sale. The
gain on the sale of the interest in Spanish Trace was partly offset by the
disposition fee owed to the Adviser, as discussed further above and by a
decrease in the Partnership's operating income.
The Partnership's operating income decreased by $8,000 for the quarter
ended December 31, 1995 compared to the same period in the prior year. This
decrease in operating income was mainly the result of an increase in Partnership
general and administrative expenses. General and administrative expenses
increased as a result of the accrual of expenses associated with the planned
liquidation of the Partnership, as more fully described above. At December 31,
1995, $119,000 of expenses representing estimated costs for services to be
rendered through the Partnership's final liquidation date were accrued as a
result of management's announced liquidation plan. These costs include, among
other items, legal, accounting, tax preparation, securities law compliance,
investor communications, printing and audit expenses. The increase in
Partnership general and administrative expenses was partially offset by an
improvement in the operating results of the Spanish Trace Apartments in the
current quarter. The revenues and expenses of the Spanish Trace joint venture
were consolidated with the operations of the Partnership through the dale of the
sale, December 29,1995. Revenues were up at the Spanish Trace Apartments during
the first quarter reflecting the increases in rental rates made possible by the
capital improvement program, as discussed further in the Partnership's Annual
Report. The improved market conditions for multi-family properties also
contributed to the favorable change in rental revenues at Spanish Trace.
Property operating expenses were down due to less repair and maintenance work
performed during the quarter ended December 31, 1995 than in the prior year.
<PAGE>
PART II
Other Information
Item 1. Legal Proceedings
In November 1994, a series of purported class actions (the "New York
Limited Partnership Actions") were filed in the United States District Court for
the Southern District of New York concerning PaineWebber Incorporated's sale and
sponsorship of 70 limited partnership investments, including those offered by
the Partnership. The lawsuits were brought against PaineWebber Incorporated and
Paine Webber Group Inc. (together "PaineWebber"), among others, by allegedly
dissatisfied partnership investors. In March 1995, after the actions were
consolidated under the title In re PaineWebber Limited Partnership Litigation,
the plaintiffs amended their complaint to assert claims against a variety of
other defendants, including Second Income Properties, Inc., an affiliate of
PaineWebber and the Managing General Partner in the Partnership. On May 30,
1995, the court certified class action treatment of the claims asserted in the
litigation.
The amended complaint in the New York Limited Partnership Actions alleges
that, in connection with the sale of interests in PaineWebber Income Properties
Two Limited Partnership, PaineWebber and Second Income Properties, Inc. (1)
failed to provide adequate disclosure of the risks involved; (2) made false and
misleading representations about the safety of the investments and the
Partnership's anticipated performance; and (3) marketed the Partnership to
investors for whom such investments were not suitable. The plaintiffs, who
purport to be suing on behalf of all persons who invested in PaineWebber Income
Properties Two Limited Partnership, also allege that following the sale of the
partnership interests, PaineWebber and Second Income Properties, Inc.
misrepresented financial information about the Partnership's value and
performance. The amended complaint alleges that PaineWebber and Second Income
Properties, Inc. violated the Racketeer Influenced and Corrupt Organizations Act
("RICO") and the federal securities laws. The plaintiffs seek unspecified
damages, including reimbursement for all sums invested by them in the
partnerships, as well as disgorgement of all fees and other income derived by
PaineWebber from the limited partnerships. In addition, the plaintiffs also seek
treble damages under RICO.
In January 1996, PaineWebber signed a memorandum of understanding with the
plaintiffs in the New York Limited Partnership Actions outlining the terms under
which the parties have agreed to settle the case. Pursuant to that memorandum of
understanding, PaineWebber irrevocably deposited $125 million into an escrow
fund under the supervision of the United States District Court for the Southern
District of New York to be used to resolve the litigation in accordance with a
definitive settlement agreement and plan of allocation which the parties expect
to submit to the court for its consideration and approval within the next
several months. Until a definitive settlement and plan of allocation is approved
by the court, there can be no assurance what, if any, payment or non-monetary
benefits will be made available to investors in Paine Webber Income Properties
Two Limited Partnership. Pursuant to provisions of the Partnership Agreement and
other contractual obligations, under certain circumstances the Partnership may
be required to indemnify Second Income Properties, Inc. and its affiliates for
costs and liabilities in connection with this litigation. Management has had
discussions with representatives of PaineWebber and, based on such discussions,
the Partnership does not believe that PaineWebber intends to invoke the
aforementioned indemnifications in connection with the settlement of this
litigation.
Item 2. through 5. NONE
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: NONE
(b) Reports on Form 8-K:
On January 16, 1996 a Current Report on Form 8-K was filed by the registrant
reporting the sale of Partnership interest in the Spanish Trace Apartments on
December 29, 1995.
<PAGE>
PAINE WEBBER INCOME PROPERTIES TWO LIMITED PARTNERSHIP
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PAINE WEBBER INCOME PROPERTIES TWO
LIMITED PARTNERSHIP
By: SECOND INCOME PROPERTIES INC.
Managing General Partner
By: s/s Walter V. Arnold
Walter V. Arnold
Senior Vice President and
Chief Financial Officer
Dated: February 13, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Partnership's quarterly financial statements for the period ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> DEC-31-1995
<CASH> 2,370
<SECURITIES> 0
<RECEIVABLES> 451
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,821
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,821
<CURRENT-LIABILITIES> 2,821
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,821
<SALES> 0
<TOTAL-REVENUES> 5,594
<CGS> 0
<TOTAL-COSTS> 392
<OTHER-EXPENSES> 412
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 189
<INCOME-PRETAX> 4,601
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,601
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,601
<EPS-PRIMARY> 294.84
<EPS-DILUTED> 294.84
</TABLE>
