<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________.
Commission File Number 2-67676
C.M. CORP.
(Exact name of registrant as specified in its charter)
Delaware 59-1995931
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
311 Park Place Boulevard, Suite 500, Clearwater,
Florida 34619 (Address of principal executive
offices, including zip code)
(813) 791-2111
(Telephone Number)
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
Number of shares outstanding of the registrant's common stock as of April
30, 1997:
Class Outstanding as of April 30, 1997
- --------------------------- ---------------------------------
Common Stock, $1 par value 1,000 shares
Page 1 of 18
Exhibit Index Located on Page 16
<PAGE> 2
C.M. CORP.
----------
INDEX
Page Number
-----------
Part I - Financial Information
Item 1. Financial Statements
Condensed Balance Sheets -
March 31, 1997 and December 31, 1996 3
Condensed Statements of Operations - Three
Months Ended March 31, 1997 and 1996 4
Condensed Statements of Cash Flows - Three
Months Ended March 31, 1997 and 1996 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of the
Results of Operations and Financial Condition 12
Item 3. Defaults Upon Senior Securities 14
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 15
<PAGE> 3
C.M. CORP.
----------
CONDENSED BALANCE SHEETS
------------------------
(Unaudited)
(Dollars in Thousands)
March 31, December 31,
1997 1996
--------- -----------
ASSETS
------
RESTRICTED CASH ................................... $ 36 $ 544
ACCRUED INTEREST RECEIVABLE ....................... -- 24
INVESTMENT IN RESIDENTIAL MORTGAGE LOANS, net ..... 14 2,388
------- -------
$ 50 $ 2,956
======= =======
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
LIABILITIES:
Payable to U.S. Home Mortgage Corporation ......... $ 1,584 $ 1,584
Accrued interest and other liabilities ............ -- 46
Long-term debt, in default ........................ 525 3,396
------- -------
Total liabilities ..................... 2,109 5,026
------- -------
STOCKHOLDER'S EQUITY:
Common stock, $1 par value ........................ 1 1
Capital in excess of par value .................... 1,718 1,718
Retained deficit .................................. (3,778) (3,789)
------- -------
Total stockholder's equity ............ (2,059) (2,070)
------- -------
$ 50 $ 2,956
======== ========
The accompanying notes are an integral part of these balance sheets.
<PAGE> 4
C.M. CORP.
----------
CONDENSED STATEMENTS OF OPERATIONS
----------------------------------
(Dollars in Thousands)
(Unaudited)
Three Months Ended
March 31,
-------------------
1997 1996
-------- ------
REVENUES:
Interest ............................................ $ 30 $ 79
Gain on sale of loans ............................... 65 --
----- -----
95 79
----- -----
EXPENSES:
Interest ............................................ 83 107
Other ............................................... 2
Recovery of losses on loans and real estate owned ... -- (3)
----- -----
84 106
----- -----
NET INCOME (LOSS) ....................................... $ 11 $ (27)
===== =====
The accompanying notes are an integral part of these statements.
<PAGE> 5
C.M. CORP.
----------
CONDENSED STATEMENTS OF CASH FLOWS
----------------------------------
(Dollars in Thousands)
(Unaudited)
Three Months Ended
March 31,
---------------------
1997 1996
------- ------
Net Cash Used By Operating Activities ............. $ (11) $ (56)
------- -------
Cash Flows From Investing Activities:
Proceeds from investments in residential
mortgage loans ................................ 2,374 106
Decrease (increase) in restricted cash .......... 508 (50)
------- -------
Net cash provided by investing activities ....... 2,882 56
------- -------
Cash Flows From Financing Activities:
Repayment of long-term debt ..................... (2,871) --
------- -------
Net cash used by financing activities ........... (2,871) --
------- -------
Net Change In Cash ................................ -- --
Cash At Beginning of Period ....................... -- --
------- -------
Cash At End of Period ............................. $ -- $ --
======= =======
Supplemental Disclosure:
Interest Paid ................................... $ 129 $ 107
======= =======
The accompanying notes are an integral part of these statements.
<PAGE> 6
C.M. CORP.
----------
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
(Dollars in Thousands)
(Unaudited)
(1) BASIS OF PRESENTATION:
The accompanying unaudited condensed financial statements have
been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and note
disclosures normally included in annual financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to those rules
and regulations. Although C.M. Corp. ("Company") believes that the
disclosures made are adequate to make the information presented
not misleading, it is suggested that these condensed financial
statements be read in conjunction with the unaudited financial
statements and notes thereto included in the Company's latest
annual report on Form 10-K. The Company did not have the cash
funds to pay the costs and expenses of an audit by independent
certified public accountants of its financial statements included
in such annual report and, accordingly, those statements are
unaudited.
The accompanying unaudited condensed financial statements have
been prepared in accordance with generally accepted accounting
principles applicable to a going concern, which contemplate, among
other things, realization of assets and payment of liabilities in
the normal course of business. However, during the first quarter
of 1997, the Company sold substantially all of its mortgage loans
and paid off a significant portion of its long-term debt and plans
to cease operations in 1997 (See Notes 2, 4 and 5).
In the opinion of the Company, subject to the matter discussed in
the preceding paragraph, the accompanying condensed financial
statements contain all adjustments (all of which were normal and
recurring) necessary to present fairly the financial position as
of March 31, 1997 and December 31, 1996, and its results of
operations and the statements of cash flows for the three-month
periods ended March 31, 1997 and 1996.
(2) INVESTMENT IN RESIDENTIAL MORTGAGE LOANS:
On February 7, 1997, the Company sold substantially all of its
remaining mortgage loans with an outstanding principal balance of
$2,366 on the date of purchase for an above par purchase price to
an unaffiliated investor and realized a gain on such sale of $65
(See Note 5).
<PAGE> 7
(3) VALUATION RESERVES:
The following summarizes valuation reserves for losses on
investment in residential mortgage loans and real estate owned for
the three months ended March 31, 1997 and 1996.
Real Estate
Investments Owned
----------- ----------
Balance at December 31, 1995 ......... $ 1,544 $ --
Provision for (recovery of) losses ... 7 (10)
Write-offs ........................... (7) --
Reclassification ..................... (22) 22
------- -------
Balance at March 31, 1996 ............ $ 1,522 $ 12
======= =======
Balance at December 31, 1996 ......... $ 22 $ --
------- -------
Balance at March 31, 1997 ............ $ 22 $ --
======= =======
(4) LONG-TERM DEBT:
In accordance with the terms of an indenture, dated as of July 15,
1980, between the Company and The First National Bank of Chicago,
as amended and supplemented ("Indenture"), the Company issued, in
1980 and 1981, conventional mortgage-backed bonds with original
principal balances of $100,000 ("Bonds"). As a result of the sale
on February 7, 1997 of substantially all of the mortgage loans
pledged to secure the Bonds, the Trustee paid principal on the
Bonds in the amount of $2,871 during the first quarter of 1997
(See Note 5).
The Company secured the Bonds pursuant to an investment in a
significant number of conventional residential mortgage loans with
high loan-to-value ratios that are located primarily in
energy-related areas which in the mid 1980's experienced a sharp
decline in real estate values and high foreclosure rates. In 1987,
the costs and losses associated with the repossession, maintenance
and resale of foreclosed properties increased due to depressed
resale values in these areas which, in turn, accelerated claims
against available blanket mortgage insurance coverage. During
1987, the Company projected that, based on its accelerated claim
experience, it would exhaust the blanket mortgage insurance
coverage for the conventional mortgage loan pools securing the
Bonds and such coverage was exhausted during 1988. As a result of
the exhaustion of the blanket mortgage insurance coverage for the
mortgage pools, losses have been and may be incurred by the
Company that previously were reimbursed by the mortgage insurer.
<PAGE> 8
Under the terms of the Indenture, the Company agreed to provide
the Trustee with the periodic reports filed with the Securities
and Exchange Commission ("SEC") and to provide an annual statement
to the bondholders. The Company does not have, nor does it expect
to have, the cash funds to pay for the costs and expenses of (a)
the annual audit of its financial statements required to be
included in the annual report filed with the SEC or (b) the annual
statement to be provided to the bondholders. Accordingly, the
financial statements included in the Company's latest annual
report and those included in the Company's annual reports filed
with the SEC since 1991 are unaudited and the Company did not and
no longer intends to provide annual statements to the bondholders
which results in non-compliance with a covenant under the
Indenture, permitting the Trustee or holders of 25% of the Bonds
to accelerate their maturity.
On May 28, 1992, the Trustee notified the Company that an Event of
Default (as defined in the Indenture) and a default have occurred
under Section 6.01(4) and Section 6.01(2), respectively, of the
Indenture. The Trustee declared the outstanding principal balance
of all of the remaining Bonds issued under the Indenture to be
immediately due and payable. Accordingly, pursuant to Section
12.02(a) of the Indenture, the Company will no longer redeem any
of the Bonds.
As part of the Trustee's annual report to bondholders, dated July
14, 1992, the Trustee notified the bondholders of the notices to
the Company on May 28, 1992 relating to the Event of Default and
default under the Indenture and acceleration of all amounts due on
the remaining Bonds. In addition, the Trustee enclosed a special
report, dated July 2, 1993, ("July Report") with its 1993 annual
report to the bondholders summarizing, among other things, the
remedies available under the Indenture and the actions taken and
proposed to be taken by the Trustee relating to the Events of
Default. The Trustee informed the bondholders in the July Report
that it had retained AM&G Financial Services, Inc. (now known as
First Security Capital Markets and hereinafter referred to as
"FSCM") in the last half of 1992 to review and analyze the
collateral securing the Bonds. The July Report concludes that (a)
the proceeds from the liquidation of the collateral would not be
sufficient to pay either series of Bonds in full and (b) the
projected future cash flows from the collateral will also result
in a shortfall in repayment of principal for both series of Bonds.
Subsequently, the Trustee mailed another special report, dated
December 3, 1993 ("December Report"), to the bondholders to update
the July Report and advise the bondholders of the course of action
that had been elected by the Trustee. As part of the December
Report, FSCM analyzed the collateral, including the reserve funds,
using more current information as of August 30, 1993 to determine
the economic value to the bondholders of immediately liquidating
the collateral and distributing the proceeds from the liquidation
to the bondholders, compared to the value of holding the
collateral intact over the remaining life of the Bonds and using
the income stream generated from the collateral to pay the Bonds.
<PAGE> 9
Based on this analysis and after considering the additional costs
and risks to maintain the trust estate intact, the Trustee also
stated in the December Report that ". . . the Trustee has
determined not to hold the Trust Estate, but rather to liquidate
the Trust Estate and distribute the proceeds to the Bondholders"
and the Indenture will be terminated.
The Trustee informed the bondholders in the Trustee's 1994 annual
report to bond-holders, dated July 15, 1994, that FSCM
subsequently obtained appraised values and/or brokers' estimated
values for all the properties securing the mortgage loans. Based
on those values, the Trustee stated that, due to the depreciation
in the value of the properties to a greater extent than was
assumed previously, such depreciation in value is likely to have a
significant effect on the bondholders' ultimate recovery of their
investment in the Bonds.
The Trustee issued a special report, dated October 7, 1994, of the
final findings of FSCM in which the Trustee stated their intent to
hold the collateral for the present and review periodically this
decision with FSCM. As part of the Trustee's annual reports to
bondholders for 1996 (dated July 15, 1996) and 1995 (dated July
15, 1995), the Trustee stated in both reports it was not aware of
any material change in the assumptions or market conditions used
in their decision in October 1994 to hold the collateral for the
present.
The Trustee requested reimbursement from the Company for costs of
legal counsel and FSCM's collateral evaluation services relating
to the Events of Default and for trust administration services of
the Trustee. The Company does not have, nor does it expect to
have, the cash funds to reimburse the Trustee for these costs. The
Trustee may, in certain instances, apply moneys from the reserve
funds or from the sale of the pledged collateral to the payment of
expenses incurred and advances made by the Trustee pursuant to
Section 7.07 of the Indenture. As of March 31, 1997, the Trustee
withdrew on a cumulative basis $107 from the reserve fund for the
Series A Bonds and the same amount of $107 from the reserve fund
for the Series B Bonds for these costs.
Thus far, the Company has made timely payments due to the
bondholders under the terms of the Indenture. However, the Company
believed that the exhaustion of the blanket mortgage insurance
coverage for the Bonds issued by the Company, the anticipated
withdrawal by the Trustee for additional expenses and advances for
its trust administration services and for expenses and costs of
the Events of Default, a continuation of the high costs and losses
associated with foreclosures on pledged loans and the application
by the Company of certain proceeds from insurance claims,
principal prepayments and foreclosures to payment of interest on
the Bonds rather than to redemptions or prepayments of principal
on the Bonds would in the future cause a deficiency in cash flows
available for the payments due on the related Bonds and the
<PAGE> 10
eventual depletion of the cash reserve funds. In addition, the
Bonds would have matured within the next 4 years in 2000 and there
was a significant shortfall in the principal balance and weighted
average interest rate earned on the pledged loans compared to the
corresponding interest rates paid on the Bonds at the end of 1996.
Such events would cause the Company at some future date to be
unable to meet its debt service requirements under the Indenture
and holders of Bonds would receive less than the principal amounts
due on their Bonds.
At the end of 1996, substantially all of the remaining mortgage
loans were current and had good recent payment histories. In order
to minimize the eventual losses to the bondholders, and based on
the highest bid the Company obtained from an investor to purchase
these loans at an above par purchase price, the Trustee agreed
with the Company that it was in the best interest of the
bondholders to sell the loans and distribute the liquidated
collateral to them.
U.S. Home Mortgage Corporation ("Mortgage"), as servicer, was not
obligated to advance delinquent payments due on the pledged
mortgage loans unless it reasonably believed that such advances
would ultimately be recoverable from mortgage insurance proceeds.
On March 27, 1991, Mortgage, as servicer, advised the Company that
it would not advance delinquent mortgage loan payments due to the
uncertainty of the recoverability of such advances. As a result,
the Trustee withdrew a portion of the reserve funds on March 28,
1991 and March 30, 1992 to make the required interest payments on
the Series B Bonds and on August 28, 1996 to make such payments on
the Series A Bonds. In addition to the withdrawals from the
reserve funds by the Trustee for bond administration costs and
expenses, the anticipated cash flow deficiencies to meet future
debt service requirements would have also resulted in further
withdrawals from each of the reserve funds for both series of
Bonds until these funds were eventually exhausted. The cash
reserve funds for the Series A Bonds were substantially depleted
(balance of $27 at March 31, 1997) and such funds for the Series B
Bonds were fully depleted from the principal payments paid on
these Bonds during the first quarter of 1997.
(5) LOAN SALE AND BOND PREPAYMENT:
At the end of 1996, the Company obtained bids from unaffiliated
investors/brokers to purchase the remaining loans pledged to
secure the Bonds since most of these loans were current and had
good recent payment histories. The Company requested the consent
of the Trustee to sell the loans to the investor with the highest
bid of 102.75% offering to purchase all of the loans which were
not in foreclosure.
<PAGE> 11
As part of the Special Reports the Trustee sent to the Series A
bondholders (dated February 28, 1997) and to the Series B
bondholders (dated March 28, 1997), the Trustee stated in those
reports that prior to granting their consent to this proposed
sale, the Trustee requested its mortgage banking affiliate,
experienced in the sale of residential mortgage loans, to review
the process by which the Company obtained the bids to determine if
it was likely to have resulted in receipt of bids fairly
reflecting the market for such loans and assess the fairness of
the bid. The Trustee also stated in these reports that this
affiliate concluded that the bid solicitation process employed by
the Company was appropriate and that the accepted bid was fair.
Accordingly, the Trustee exercised its rights under Section 6.04
of the Indenture and consented to the sale.
On February 7, 1997, the Company sold, without recourse, all of
its mortgage loans to this investor except for one loan pledged to
secure the Series B Bonds which is in the process of foreclosure.
During February and March, 1997, the Trustee used the proceeds
from this sale together with payments collected on these loans
prior to the sale and funds from the respective cash reserve funds
to pay the Series A Bonds in full and to make a principal
prepayment of $1,642 on the Series B Bonds. At March 31, 1997, the
outstanding principal balance of the Series B Bonds was $525.
The Company does not have, nor expect to have, any assets
available to make further payments on the Series B Bonds other
than the one remaining pledged mortgage loan in the process of
foreclosure with an outstanding principal balance of $36 and
estimated net realizable value of $14. The Trustee stated in the
Special Report (dated March 28, 1997) sent to the Series B
bondholders that the Trustee expects, and the Company agrees, the
proceeds from the liquidation of this loan will not be sufficient
to repay the remaining principal of the Series B Bonds in full.
The Trustee further stated in this report that, due to such
insufficiency, there will be no further payments of interest on
the Series B Bonds. Based on this statement by the Trustee, the
Company ceased accruing interest expense payable on the
outstanding Series B Bonds. Therefore, at March 31, 1997, the
outstanding bond principal balance of $525 and interest accruing
on the Series B Bonds is substantially not recoverable and is
expected to result in a loss to the holders of the Series B Bonds.
<PAGE> 12
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations -
Interest revenues and expenses decreased during the three month
period ended March 31, 1997 compared to the same period in 1996
due, primarily, to a reduction in the outstanding principal
balances of the mortgage loans and long-term debt. The
reductions in the outstanding principal balances of the
mortgage loans and long-term debt are due, primarily, to the
sale of substantially all of the mortgage loans and the
principal prepayment of a significant portion of the related
long-term debt from such sale proceeds. In addition, during the
first quarter of 1997, the Company realized a gain from the
sale of these loans.
Financial Condition and Liquidity -
At December 31, 1996, the Company had outstanding approximately
$3,396,000 of mortgage-backed bonds ("Bonds") issued pursuant
to an indenture ("Indenture") under two series of publicly held
debt. On May 28, 1992, the Trustee for the Bonds notified the
Company that an Event of Default had occurred and declared the
outstanding principal balance of the Bonds issued under the
Indenture to be immediately due and payable.
The Company did not have, nor did it expect to have, any
significant assets other than the mortgage loans, reserve funds
and primary mortgage insurance policies pledged as collateral
for the remaining Bonds. Accordingly, the Company's ability to
pay the principal and interest on the Bonds when due depended
on the ongoing cash flows and any liquidation proceeds
generated by the pledged loans and the funds available from the
cash reserve funds and coverage under the primary mortgage
insurance policies.
Thus far, the Company had made timely payments due to the
bondholders under the terms of the Indenture. However, the
Company believed that the exhaustion of the blanket mortgage
insurance coverage for the Bonds issued by the Company, the
anticipated withdrawal by the Trustee to pay for its trust
administration services and for the expenses and costs of the
Events of Default, a continuation of the high costs and losses
associated with foreclosures on pledged loans and the
application by the Company of certain proceeds from insurance
claims, principal prepayments and foreclosures to payment of
interest on the Bonds rather than to redemptions or prepayments
of principal on the Bonds would have in the future caused a
deficiency in cash flows available for the payments due on the
related Bonds and the eventual depletion of the cash reserve
<PAGE> 13
funds. In addition, the Bonds matured within 4 years in 2000
and there was a significant shortfall in the principal balance
and weighted average interest rate earned on the pledged loans
compared to the corresponding principal balance and interest
rates paid on the Bonds at the end of 1996. Such events would
have caused the Company at some future date to be unable to
meet its debt service requirements under the Indenture and
holders of Bonds would receive less than the principal amounts
due on their Bonds.
At the end of 1996, the Company obtained bids from unaffiliated
investors/brokers to purchase the remaining loans pledged to
secure the Bonds since most of these loans were current and had
good recent payment histories. The Company requested the
consent of the Trustee to sell the loans at an above par
purchase price to the investor with the highest bid offering to
purchase all of the loans which were not in foreclosure.
The Trustee disclosed in Special Reports to the bondholders
that prior to granting its consent to this proposed sale, the
Trustee requested its mortgage banking affiliate, experienced
in the sale of residential mortgage loans, to review the
process by which the Company obtained the bids to determine if
it was likely to have resulted in receipt of bids fairly
reflecting the market for such loans and assess the fairness of
the bid. The Trustee also stated this affiliate concluded that
the bid solicitation process employed by the Company was
appropriate and that the accepted bid was fair. Accordingly,
the Trustee exercised its rights under Section 6.04 of the
Indenture and consented to the sale.
On February 7, 1997, the Company sold without recourse all of
its mortgage loans to this investor except for one loan pledged
to secure the Series B Bonds which is in the process of
foreclosure. During February and March, 1997, the Trustee used
the proceeds from this sale together with payments collected on
these loans prior to the sale and funds from the respective
cash reserve funds to pay the Series A Bonds in full and to
make a principal prepayment of $1,642,200 on the Series B
Bonds. At March 31, 1997, the outstanding principal balance of
the Series B Bonds was $525,300.
<PAGE> 14
The Company does not have, nor expect to have, any assets
available to make further payments on the Series B Bonds other
than the one remaining pledged mortgage loan in the process of
foreclosure with an outstanding principal balance of $36,100
(and with an estimated net realizable value of $14,000). The
Trustee expects, and the Company agrees, that the proceeds from
the liquidation of this loan will not be sufficient to repay
the remaining principal of the Series B Bonds in full. The
Trustee also informed the Series B bondholders that, due to
such insufficiency, there will be no further payments of
interest on the Series B Bonds. Therefore, at March 31, 1997,
the outstanding bond principal balance of $525,300 and interest
accruing on the Series B Bonds is substantially not recoverable
and is expected to result in a loss to the holders of the
Series B Bonds.
In addition, the Company does not have the funds to repay the
payable of $1,584,000 to U.S. Home Mortgage Corporation.
For additional information, see "Notes 2, 4 and 5 of Notes to
Condensed Financial Statements."
Item 3. Defaults Upon Senior Securities.
On May 28, 1992, the Trustee notified the Company that an Event
of Default (as defined in the Indenture) had occurred and
declared the outstanding principal balance of all of the
remaining Bonds issued under the Indenture to be immediately
due and payable.
For additional information, see "Notes 2, 4 and 5 of Notes to
Condensed Financial Statements."
<PAGE> 15
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 11 - Computation of Income (Loss) Per Common Share.
Exhibit 27 - Financial Data Schedule.
(b) Reports on Form 8-K
No Current Report on Form 8-K was filed by the Company
during the three months ended March 31, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
C.M. CORP.
(Registrant)
Date: May 14, 1997 /s/ James R. Petty
-------------------
(James R. Petty)
President and Chief Executive
Officer
(principal executive officer)
Date: May 14, 1997 /s/ Ronald C. McCabe
---------------------
(Ronald C. McCabe)
Senior Vice President and
Chief Accounting
Officer (principal accounting
officer)
<PAGE> 16
INDEX OF EXHIBITS
Exhibit Page
Number Number
------- -------
11 Computation of Income (Loss) Per Common Share 17
27 Financial Data Schedule 18
<PAGE>
EXHIBIT 11
(Unaudited)
C.M. CORP.
----------
INCOME (LOSS) PER COMMON SHARE
------------------------------
FOR THE CONDENSED STATEMENTS OF OPERATIONS
------------------------------------------
(Dollars in Thousands, Except Per Share Data)
Three Months Ended
March 31,
-----------------------
1997 1996
------- -------
Net income (loss) ............................. $ 11 $ (27)
======= =======
Total common shares ........................... 1,000 1,000
======= =======
Income (loss) per common share ................ $ 11 $ (27)
======= =======
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED FINANCIAL STATEMENTS AS OF MARCH 31, 1997 AND FOR THE THREE
MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 36
<SECURITIES> 0
<RECEIVABLES> 14
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 50
<CURRENT-LIABILITIES> 1,584
<BONDS> 525
0
0
<COMMON> 1
<OTHER-SE> (2,060)
<TOTAL-LIABILITY-AND-EQUITY> 50
<SALES> 0
<TOTAL-REVENUES> 95
<CGS> 0
<TOTAL-COSTS> 1
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 83
<INCOME-PRETAX> 11
<INCOME-TAX> 0
<INCOME-CONTINUING> 11
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11
<EPS-PRIMARY> 11
<EPS-DILUTED> 11
</TABLE>
