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 : 0-10979
PAINE WEBBER INCOME PROPERTIES THREE LIMITED PARTNERSHIP
(Exact nameof registrant as specified in its charter)
Delaware 13-3038189
(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 THREE LIMITED PARTNERSHIP
BALANCE SHEETS
December 31, 1995 and September 30, 1995
(Unaudited)
(In thousands)
ASSETS
December 31 September 30
Operating investment property, at cost:
Land $ 950 $ 950
Building and improvements 4,088 4,088
-------- -------
5,038 5,038
Less accumulated depreciation (1,313) (1,287)
-------- -------
Net operating investment property 3,725 3,751
Investments in joint ventures, at equity 2,867 3,030
Cash and cash equivalents 417 296
Deferred expenses, net 69 74
Note and interest receivable, net - -
-------- --------
$ 7,078 $ 7,151
======= =======
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable - affiliates $ 4 $ 4
Accrued expenses 21 40
Mortgage note payable 1,518 1,549
Partners' capital 5,535 5,558
-------- --------
$ 7,078 $ 7,151
======= =======
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 $ (59) $5,776
Cash distributions (1) (105)
Net income 1 137
-------- ------
Balance at December 31, 1994 $ (59) $5,808
======== ======
Balance at September 30, 1995 $ (61) $5,619
Cash distributions (1) (105)
Net income 1 82
-------- ------
Balance at December 31, 1995 $ (61) $5,596
======== ======
See accompanying notes.
<PAGE>
PAINE WEBBER INCOME PROPERTIES THREE LIMITED PARTNERSHIP
STATEMENTS OF INCOME
For the three months ended December 31, 1995 and 1994
(Unaudited)
(In thousands)
1995 1994
---- ----
Revenues:
Rental revenues $ 119 $ 119
Interest income 4 3
----- -----
123 122
Expenses:
Interest expense 40 43
Management fees 4 4
Depreciation expense 25 25
General and administrative 88 72
------ -----
157 144
------- ------
Operating loss (34) (22)
Partnership's share of ventures' income 117 160
------- ------
Net income $ 83 $ 138
======= ======
Net income per Limited Partnership Unit $3.80 $6.35
===== =====
Cash distributions per Limited
Partnership Unit $4.85 $4.85
===== =====
The above net income and cash distributions per Limited Partnership Unit are
based upon the 21,550 Units of Limited Partnership Interest outstanding for each
period.
See accompanying notes.
<PAGE>
PAINE WEBBER INCOME PROPERTIES THREE LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the three months ended December 31, 1995 and 1994
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
(In thousands)
1995 1994
---- ----
Cash flows from operating activities:
Net income $ 83 $ 138
Adjustments to reconcile net income to
net cash provided by (used for)
operating activities:
Depreciation expense 25 25
Amortization of deferred financing costs 5 6
Partnership's share of ventures' income (117) (160)
Changes in assets and liabilities:
Interest and other receivables - (3)
Accounts payable and accrued expenses (18) 3
--------- --------
Total adjustments (105) (129)
--------- --------
Net cash provided by (used for)
operating activities (22) 9
Cash flows from investing activities:
Distributions from joint ventures 280 143
Cash flows from financing activities:
Distributions to partners (106) (106)
Principal payments on mortgage note payable (31) (29)
--------- ---------
Net cash used for financing activities (137) (135)
--------- --------
Net increase in cash and cash equivalents 121 17
Cash and cash equivalents, beginning of period 296 217
--------- -------
Cash and cash equivalents, end of period $ 417 $ 234
======== =======
Cash paid during the period for interest $ 35 $ 37
======== =======
See accompanying notes.
<PAGE>
PAINE WEBBER INCOME PROPERTIES THREE
LIMITED PARTNERSHIP
Notes to Financial Statements
(Unaudited)
1. General
The accompanying financial statements, footnotes and discussion should be
read in conjunction with the financial statements and footnotes contained
in the Partnership's Annual Report for the year ended September 30, 1995.
In the opinion of management, the accompanying financial statements, which
have not been audited, reflect all adjustments necessary to present fairly
the results for the interim period. All of the adjustments reflected in the
accompanying interim financial statements are of a normal recurring nature.
2. Real Estate Investments
The Partnership directly owns one operating investment property (Northeast
Plaza) and has investments in three joint venture partnerships which own
operating properties as more fully described in the Partnership's Annual
Report. The joint ventures are accounted for by using the equity method
because the Partnership does not have a voting control interest in the
ventures. Under the equity method, the assets, liabilities, revenues and
expenses of the joint ventures do not appear in the Partnership's financial
statements. Instead, the investments are carried at cost adjusted for the
Partnership's share of the ventures' earnings, losses and distributions.
Summarized operating results of the three joint ventures for the three
months ended December 31, 1995 and 1994 are as follows:
Condensed Combined Summary of Operations
For the three months ended December 31, 1995 and 1994
(in thousands)
1995 1994
---- ----
Rental revenues and expense
recoveries $1,518 $1,523
Interest and other income 46 38
------ ------
1,564 1,561
Property operating expenses 695 621
Interest expense 430 423
Depreciation and amortization 208 210
------- -------
1,333 1,254
------- -------
Net income $ 231 $ 307
======= =======
Net income:
Partnership's share of
combined income $ 142 $ 185
Co-venturers' share of
combined income 89 122
------- -------
$ 231 $ 307
======= =======
<PAGE>
Reconciliation of Partnership's Share of Operations
For the three months ended December 31, 1995 and 1994
(in thousands)
1995 1994
---- ----
Partnership's share of income,
as shown above $ 142 $ 185
Amortization of excess basis (25) (25)
-------- --------
Partnership's share of
ventures' income $ 117 $ 160
======== =======
3. Note and Interest Receivable, Net
Note and interest receivable at December 31, 1995 and September 30, 1995
consists of a $3,445,336 note received in connection with the Partnership's
sale of its joint venture interest in the Briarwood joint venture in
December of 1984. The note has been netted against deferred gain on the sale
of a like amount on the Partnership's balance sheet. The note bears interest
at 9% annually, matures on January 1, 2000 and is subordinated to a first
mortgage loan. Interest and principal payments on the note are payable only
to the extent of net cash flow from the properties sold, as defined in the
sale documents. Any interest not received will accrue additional interest of
9% per annum. The Partnership's policy has been to defer recognition of all
interest income on the note until collected, due to the uncertainty of its
collectibility. To date, the Partnership has not received any interest
payments. Per the terms of the note agreement, accrued interest receivable
as of December 31, 1995 would be approximately $5,282,755. Since the
properties securing the note continue to generate operating deficits and the
Partnership's note receivable is subordinated to other first mortgage debt,
there is significant uncertainty as to the collectibility of both the
principal and accrued interest as of December 31, 1995. As a result, the
portion of the remaining gain to be recognized, which is represented by the
note and accrued interest, has been deferred until realized in cash.
4. Related Party Transactions
Management fees earned by the Adviser totalled $4,000 for each of the
three-month periods ended December 31, 1995 and 1994. Accounts payable
affiliates at December 31, 1995 and September 30, 1995 consists of $4,000 of
management fees payable to the Adviser at both dates.
Included in general and administrative expenses for the three months ended
December 31, 1995 and 1994 is $18,000 and $21,000, respectively,
representing reimbursements to an affiliate of the General Partner for
providing certain financial, accounting and investor communication services
to the Partnership.
<PAGE>
5. Mortgage Note Payable and Contingencies
The mortgage note payable at December 31, 1995 and September 30, 1995 is
secured by the Partnership's wholly-owned Northeast Plaza Shopping Center.
On March 29, 1994, the Partnership refinanced the existing wraparound
mortgage note secured by Northeast Plaza, which had been in default for over
two years, with a new loan issued by the prior underlying first mortgage
lender. The new loan, in the initial principal amount of $1,722,000, has a
term of five years and bears interest at a fixed rate of 9% per annum.
Monthly principal and interest payments of approximately $21,900 are due
until maturity in May 1999. The loan may be prepaid at anytime without
penalty.
Management believes that the Partnership's efforts to sell or refinance the
Northeast Plaza property have been impeded by potential buyer and lender
concerns of an environmental nature with respect to the property. During
1990, it was discovered that certain underground storage tanks of a Mobil
service station located adjacent to the shopping center had leaked and
contaminated the groundwater in the vicinity of the station. Since the time
that the contamination was discovered, Mobil Oil Corporation (Mobil) has
investigated the problem and is progressing with efforts to remedy the soil
and groundwater contamination under the supervision of the Florida
Department of Environmental Regulation, which has approved Mobil's remedial
action plan. During fiscal 1990, the Partnership had obtained an
indemnification agreement from Mobil in which Mobil agreed to bear the cost
of all damages and required clean-up expenses. Furthermore, Mobil
indemnified the Partnership against its inability to sell, transfer, or
obtain financing on the property because of the contamination.
As a result of the contamination of the groundwater at Northeast Plaza, the
Partnership has incurred certain damages, primarily related to the inability
to sell the property and to delays in the process of refinancing the
property's mortgage indebtedness. The Partnership has incurred significant
out-of-pocket and legal expenses in connection with such sale and
refinancing efforts. Despite repeated requests by the Partnership for
compensation under the terms of the indemnification agreement, to date Mobil
has refused to compensate the Partnership for any of these damages. During
the first quarter of fiscal 1993, the Partnership filed suit against Mobil
for breach of indemnity and property damage. The Partnership is seeking
judgment against Mobil which would award the Partnership compensatory
damages, out-of-pocket costs, attorneys' fees and such other relief as the
court may deem proper. The discovery phase of the lawsuit is currently in
progress. On April 28, 1995, Mobil Oil Corporation was successful in
obtaining a Partial Summary Judgment which removed the case from the Federal
Court system. Subsequently, the Partnership has filed an action in the
Florida State Court system. This action is for substantially all of the same
claims and utilizes the substantial discovery and trial preparation work
already completed for the Federal case. A jury trial is scheduled for
September 23, 1996. The outcome of these legal proceedings cannot presently
be determined.
The Partnership is involved in certain other legal actions. The General
Partner believes these that such actions will be resolved without a material
adverse effect on the Partnership's financial statements, taken as a whole.
<PAGE>
PAINE WEBBER INCOME PROPERTIES THREE LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The operations of the Partnership's four remaining investment properties
are stable and producing excess cash flow as of December 31, 1995. Three of the
remaining properties are retail shopping centers, two of which are located in
Florida and one of which is located in Texas. At the present time, real estate
values for retail shopping centers in certain markets have begun to be adversely
affected by overbuilding and consolidations among retailers which have resulted
in an oversupply of space. Currently, occupancy levels at all three of the
Partnership's retail properties remain high, and operations to date have not
been significantly affected by this general trend. At the Pine Trail Shopping
Center, the national restaurant chain which renovated a building on an
out-parcel at the property and opened for business during the first quarter of
fiscal 1995 is generating increased shopper traffic and new business for the
Center's other tenants. Road construction near the center has been completed,
and the traffic flow to Pine Trail has improved as a result. Pine Trail
maintained a 95% occupancy level as of December 31, 1995. The Pine Trail
property did lose two tenants which had occupied 10,000 square feet during the
first quarter of fiscal 1996. However, prior to the end of the quarter, the
leasing team executed new agreements to re-lease one-half of this vacated space.
At Central Plaza, management has been working on a plan to increase
occupancy, upgrade the property's tenant mix and increase rental rates. Such
plans had involved a possible 15,000 square foot store expansion for one of the
center's anchor tenants. However, subsequent to the end of the first quarter,
this tenant's board of directors rejected the proposed expansion plans.
Nonetheless, there were other positive leasing developments at Central Plaza in
the first quarter. Two leases, covering 5,550 square feet were signed which
improved the occupancy level at the property to 96% as of December 31, 1995. The
property's management and leasing team has also completed a lease amendment with
a 5,600 square foot tenant, which resulted in a higher effective rental rate and
an extended lease term. In addition, management is currently negotiating with
another prospective tenant interested in leasing approximately 2,500 square feet
of space.
As discussed in the Partnership's Annual Report, management believes that
the Partnership's efforts to sell or refinance the Northeast Plaza property have
been impeded by potential lender concerns of an environmental nature with
respect to the property. During 1990, it was discovered that certain underground
storage tanks of a Mobil service station located adjacent to the shopping center
had leaked and contaminated the groundwater in the vicinity of the station.
Since the time that the contamination was discovered, Mobil has investigated the
problem and is progressing with efforts to remedy the soil and groundwater
contamination under the supervision of the Florida Department of Environmental
Regulation, which has approved Mobil's remedial action plan. During fiscal 1990,
the Partnership had obtained a formal indemnification agreement from Mobil Oil
Corporation in which Mobil agreed to bear the cost of all damages and required
clean-up expenses. Furthermore, Mobil indemnified the Partnership against its
inability to sell, transfer or obtain financing on the property because of the
contamination. As a result of the contamination of the groundwater at Northeast
Plaza, the Partnership has incurred certain damages, primarily related to the
inability to sell the property and to delays in the process of refinancing the
property's mortgage indebtedness. The Partnership has incurred significant
out-of-pocket and legal expenses in connection with such sale and refinancing
efforts. Despite repeated requests by the Partnership for compensation under the
terms of the indemnification agreement, to date Mobil has refused to compensate
the Partnership for any of these damages. During the first quarter of fiscal
1993, the Partnership filed suit against Mobil for breach of indemnity and
property damage. On April 28, 1995, Mobil Oil Corporation was successful in
obtaining a Partial Summary Judgment which removed the case from the Federal
Court system. Subsequently, the Partnership filed an action in the Florida State
Court system. This action is for substantially all of the same claims and
utilizes the substantial discovery and trial preparation work already completed
for the Federal case. A jury trial is scheduled for September 23, 1996. The
Partnership is seeking judgment against Mobil which would award the Partnership
compensatory damages, costs, attorneys' fees and such other relief as the Court
may deem proper. The outcome of these legal proceedings cannot presently be
determined.
The average occupancy level at the Camelot Apartments decreased to 91% for
the quarter ended December 31, 1995 from 96% at September 30, 1995. The capital
improvement program implemented at the property in 1994, which included the
continuation of a roof replacement process, has enabled management to raise
rental rates over the past year. Despite the drop in occupancy, total revenues
have remained stable at Camelot as a result of the rental rate increases. Given
the current strength of the national real estate market with respect to
multi-family apartment properties, management began to actively market this
property for sale during the fourth quarter of fiscal 1995. In addition, the
Partnership has engaged in preliminary discussions with its co-venture partners
regarding the possible sale of the Partnership's interest in the Camelot joint
venture. In accordance with the terms of the joint venture agreement, the
co-venturers have the right to match any third party offer obtained to buy the
property. Accordingly, a negotiated sale to the co-venturers at the appropriate
fair market value may represent the most expeditious and advantageous way for
the Partnership to sell this investment. The decision as to whether to complete
a transaction to sell the Partnership's interest in the Camelot Apartments will
be based on an evaluation of the current fair market value of the operating
investment property and an assessment of the national and local market factors
affecting the appreciation potential of the property in the relatively near
term. Accordingly, there can be no assurances that a sale transaction will be
consummated in the near term. A portion of the property's cash flow will
continue to be reinvested to address certain deferred maintenance items and make
selected capital improvements during fiscal 1996 in order to enhance the
property's curb appeal. The Camelot joint venture has two outstanding first
mortgage loans which had a combined principal balance of $4,241,000 as of
December 31, 1995. One of these first mortgage loans matured on January 1, 1996.
At the present time, the venture is in the process of finalizing an agreement
with this lender for a six-month extension of the maturity date in return for a
fee of $5,600. The venture's other first mortgage loan is scheduled to mature on
July 1, 1997. At the present time, the venture is negotiating with several
different potential lending sources to refinance the mortgage loan which matures
in fiscal 1996. The principal balance of this mortgage loan represents less than
20% of the total estimated market value of the venture's operating investment
property. In light of the venture's low leverage level, the current favorable
interest rate environment and the continued strong supply of capital for real
estate lending, management expects to be able to secure a loan to refinance this
maturing obligation.
At December 31, 1995, the Partnership had available cash and cash
equivalents of $417,000. Such cash and cash equivalents will be used for working
capital requirements and distributions to the partners. The source of future
liquidity and distributions to the partners is expected to be through cash
generated from the operations of the Partnership's income-producing investment
properties and proceeds received from the sale or refinancing of such properties
or sales of the Partnership's interests in such properties. Such sources of
liquidity are expected to be sufficient to meet the Partnership's needs on both
a short-term and long-term basis. In addition, the Partnership has a note
receivable that it received as a portion of the proceeds from the sale of its
interest in the Briarwood joint venture in fiscal 1985. The note and related
accrued interest receivable have been netted against a deferred gain of a like
amount on the accompanying balance sheet. The interest owed on the note
receivable is currently payable only to the extent that the related properties
generate excess net cash flow. To date, no payments have been received on the
note, which matures on January 1, 2000, and none are expected in the near
future. Since the operating properties continue to generate net cash flow
deficits and the Partnership's note receivable is subordinated to the existing
first mortgage debt, there is significant uncertainty as to the collectibility
of the principal and accrued interest. Proceeds, if any, received on the note
would represent a source of additional liquidity for the Partnership.
Results of Operations
For the Three Months Ended December 31, 1995
The Partnership reported net income of $83,000 for the three months ended
December 31, 1995 as compared to net income of $138,000 for the same period in
the prior year. This unfavorable change in net operating results for the first
quarter of fiscal 1996 is due to a decrease in the Partnership's share of
ventures' income of approximately $43,000 and an increase in the Partnership's
operating loss of $12,000. The Partnership's share of ventures' income decreased
primarily as a result of decreases in net income at both Central Plaza and the
Camelot Apartments. Net income decreased at the Camelot Apartments as a result
of an increase in expenses related to the preparation of the property for a
possible sale during fiscal 1996. Net income at Central Plaza decreased as a
result of a decline in tenant reimbursement revenues and an increase in repairs
and maintenance expenses due to the unusually harsh winter weather.
<PAGE>
The Partnership's operating loss increased as a result of an increase in
general and administrative expenses of approximately $16,000. General and
administrative expenses increased mainly due to additional expenses incurred
related to an independent valuation of the Partnership's operating properties
which was commissioned in conjunction with management's ongoing refinancing
efforts and portfolio management responsibilities.
<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 Third Income Properties, Inc. which is the General
Partner of the Partnership and an affiliate of PaineWebber. 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 Paine Webber Income Properties
Three Limited Partnership, PaineWebber and Third 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 Paine Webber Income
Properties Three Limited Partnership, also allege that following the sale of the
partnership interests, PaineWebber and Third Income Properties, Inc.
misrepresented financial information about the Partnerships value and
performance. The amended complaint alleges that PaineWebber and Third 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
Three Limited Partnership. Pursuant to provisions of the Partnership Agreement
and other contractual obligations, under certain circumstances the Partnership
may be required to indemnify Third 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:
No reports on Form 8-K have been filed by the registrant during the quarter
for which this report is filed.
<PAGE>
PAINE WEBBER INCOME PROPERTIES THREE LIMITED PARTNERSHIP
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.
PAINE WEBBER INCOME PROPERTIES THREE
LIMITED PARTNERSHIP
By: THIRD INCOME PROPERTIES, INC.
General Partner
By:/s/ Walter V. Arnold
Walter V. Arnold
Senior Vice President and Chief
Financial Officer
Date: February 13, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Partnership's audited financial statements for the year ended September 30, 1995
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> DEC-31-1995
<CASH> 417
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 417
<PP&E> 7,905
<DEPRECIATION> 1,313
<TOTAL-ASSETS> 7,078
<CURRENT-LIABILITIES> 25
<BONDS> 1,518
<COMMON> 0
0
0
<OTHER-SE> 5,535
<TOTAL-LIABILITY-AND-EQUITY> 7,078
<SALES> 0
<TOTAL-REVENUES> 240
<CGS> 0
<TOTAL-COSTS> 117
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 40
<INCOME-PRETAX> 83
<INCOME-TAX> 0
<INCOME-CONTINUING> 83
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 83
<EPS-PRIMARY> 3.80
<EPS-DILUTED> 3.80
</TABLE>
