FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
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 0-827
EMPIRE STATE BUILDING ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership
(State or other juris- 13-6084254
diction of incorporation (I.R.S. Employer
or organization) Identification No.)
60 East 42nd Street, New York, New York
(Address of principal executive offices)
10165
(Zip Code)
(212) 687-8700
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if
changed since last report)
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 [ ]
An Exhibit Index is located on Page __ of this Report.
Number of pages (including exhibits) in this filing: __.
<PAGE>
PART I. FINANCIAL INFORMATION 2.
Item 1. Financial Statements.
Empire State Building Associates
Condensed Statement of Income
(Unaudited)
For the Three Months
Ended March 31,
1995 1994
Income:
Rent income, from a related
party (Note B) $1,504,687 $1,504,687
Dividend income 28,632 32,197
---------- ----------
Total income $1,533,319 $1,536,884
========== ==========
Expenses:
Leasehold rent $ 492,500 $ 492,500
Supervisory services, to a
related party (Note C) 39,854 39,854
Amortization of leasehold 52,117 52,117
---------- ----------
Total expenses 584,471 584,471
---------- ----------
Net income $ 948,848 $ 952,413
========== ==========
Earnings per $10,000 partici-
pation unit, based on 3,300
participation units outstand-
ing during the year $ 287.53 $ 288.61
======== ========
Distributions per $10,000 parti-
cipation:
Distributions per $10,000 parti-
cipation consisted of the
following:
Income $ 287.53 $ 288.61
Return of capital 1,043.27 2,220.30
--------- ---------
Total distributions $1,330.80 $2,508.91
========= =========
At March 31, 1995 and 1994, there were $33,000,000 of
participations outstanding.
<PAGE>
Empire State Building Associates 3.
Condensed Balance Sheet
(Unaudited)
Assets March 31, 1995 December 31, 1994
Current assets
Cash $ 352,581 $3,653,616
Prepaid rent 23,831 23,831
Overage rent due from Empire
State Building Company, a
related party (Note B) -0- 97,887
----------- ---------
Total current assets 376,412 3,775,334
----------- ---------
Real Estate
Leasehold on Empire State
Building $39,000,000 $39,000,000
Less, allowance for amortization 35,299,668 35,247,551
----------- -----------
3,700,332 3,752,449
----------- -----------
Total assets $ 4,076,744 $ 7,527,783
=========== ===========
Liabilities and Capital
Current liabilities
Accrued expense, to a related
party (Note C) $ -0- $ 8,253
----------- -----------
Total current liabilities -0- 8,253
Capital
Capital, January 1, $ 7,519,530 $11,615,924
Add, Net income:
January 1, 1995 through
March 31, 1995 948,848 -0-
January 1, 1994 through
December 31, 1994 -0- 7,100,005
----------- -----------
8,468,378 18,715,929
----------- -----------
Less, Distributions:
Monthly distributions,
January 1, 1995 through
March 31, 1995 972,333 -0-
January 1, 1994 through
December 31, 1994 -0- 3,889,333
Distribution on February 28,
1995 of Overage Rent for the
lease year ended December 31,
1994 and dividend income 3,419,301 -0-
Distribution on February 28,
1994 of Overage Rent for the
lease year ended December 31,
1993 and dividend income -0- 7,307,066
----------- -----------
4,391,634 11,196,399
----------- -----------
Capital:
March 31, 1995 4,076,744
December 31, 1994 -0- 7,519,530
----------- -----------
Total liabilities and capital:
March 31, 1995 $ 4,076,744
December 31, 1994 $ 7,527,783
=========== ===========
<PAGE>
Empire State Building Associates 4.
Condensed Statement of Cash Flows
(Unaudited)
January 1, 1995 January 1, 1994
through through
March 31, 1995 March 31, 1994
Cash flows from operating activities:
Net income $ 948,848 $ 952,413
Adjustments to reconcile net income
to cash provided by operating
activities:
Amortization of leasehold 52,117 52,117
Change in Overage Rent due from
Empire State Building Company,
a related party 97,887 12,818
Change in accrued supervisory
services, to a related party (8,253) (4,409)
----------- ----------
Net cash provided by
operating activities 1,090,599 1,012,939
----------- ----------
Cash flows from financing activities:
Cash distributions (4,391,634) (8,279,399)
----------- ----------
Net Cash used in financing
activities (4,391,634) (8,279,399)
----------- -----------
Net decrease in cash and
cash equivalents (3,301,035) (7,266,460)
Cash and cash equivalents
beginning of period 3,653,616 7,622,766
----------- -----------
Cash and cash equivalents
end of period $ 352,581 $ 356,306
=========== ===========
<PAGE>
Empire State Building Associates 5.
March 31, 1995
Notes to Condensed Financial Statements (unaudited)
Note A - Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with the instructions
to Form 10-Q and therefore do not include all information and
footnotes necessary for a fair presentation of financial position,
results of operations and statement of cash flows in conformity
with generally accepted accounting principles. The accompanying
unaudited condensed financial statements include all adjustments
(consisting only of normal recurring accruals) which are, in the
opinion of the partners in Registrant, necessary for a fair
statement of the results for such interim periods. The partners
in Registrant believe that the accompanying unaudited condensed
financial statements and the notes thereto fairly disclose the
financial condition and results of Registrant's operations for the
periods indicated and are adequate to make the information pre-
sented therein not misleading.
Note B - Interim Period Reporting
The results for interim periods are not necessarily
indicative of the results to be expected for a full year.
Registrant is a partnership which was organized on July
11, 1961. Registrant owns the tenant's interest in a master
operating leasehold (the "Master Lease") on the Empire State
Building (the "Building") and the land thereunder, located at 350
Fifth Avenue, New York, New York (the "Property"). The fee owner
of the Property is Trump Empire State Partners.
Registrant's partners are Donald A. Bettex, Peter L.
Malkin and Alvin Silverman (collectively the "Partners"), each of
whom also acts as an agent for holders of participations in his
respective partnership interest in Registrant (the
"Participants").
The initial term of the Master Lease expired on January
5, 1992. On January 30, 1989, Registrant exercised its first of
four 21-year renewal options contained in the Master Lease and
extended the Master Lease through January 5, 2013. The annual
rent payable under Master Lease is $1,970,000 through January 5,
2013 and $1,723,750 annually during the term of each renewal
period thereafter.
The value of the Master Lease is stated at cost. To
reflect Registrant's exercise of the first renewal option under
the Master Lease, the estimated useful life of the
<PAGE>
Empire State Building Associates 6.
March 31, 1995
Master Lease has been revised to 25 years, effective January 1,
1988, through January 5, 2013.
Registrant does not operate the Property. It subleases
the Property to Empire State Building Company ("Sublessee")
pursuant to a net operating sublease (the "Sublease") with a term
and renewal options essentially coextensive with those contained
in the Master Lease. On January 30, 1989, Sublessee elected to
renew the Sublease for a term commencing January 4, 1992 to
January 4, 2013.
Sublessee is required to pay annual basic rent ("Basic
Rent") of $6,018,750 from January 1, 1992 through January 4, 2013
and $5,895,625 from January 5, 2013 through the expiration of all
renewal terms. Sublessee is also required to pay Registrant
overage rent of 50% of Sublessee's net operating profit in excess
of $1,000,000 for each lease year ending December 31 ("Overage
Rent").
Overage Rent and other accumulated interest income is
distributed annually after payment of any additional payments for
supervisory services to Counsel (as described in Note C below).
For 1994, Sublessee reported net operating profit of
$8,195,774 and paid Registrant Overage Rent of $3,597,887.
Registrant included such Overage Rent in income for 1994. Total
funds available for distribution were $3,637,554, including
dividend income of $39,667 earned on temporary investments
(primarily with the Fidelity U.S. Treasury Income Portfolio).
After additional payments for supervisory services of $218,253 to
Counsel (as described in Note C below), the balance of $3,419,301
was distributed to the Participants on February 28, 1995.
Subleasee is a New York partnership in which Peter L.
Malkin is a partner. The Partners in Registrant are also members
of the law firm of Wien, Malkin & Bettex, 60 East 42nd Street, New
York, New York, which acts as counsel to Registrant and Sublessee
("Counsel"). See Note C below.
Note C - Supervisory Services
Registrant pays Counsel for supervisory services and
disbursements, (i) the basic payment of $100,000 per annum, (the
"Basic Payment") and (ii) an additional payment of 6% of all
distributions to Participants in any year in excess of the amount
representing a return of 9% per annum on their remaining cash
investment in any year ("Additional Payment").
<PAGE>
Empire State Building Associates 7.
March 31, 1995
No remuneration was paid during the three-month period
ended March 31, 1995 by Registrant to any of the Partners as such.
Pursuant to the fee arrangements described herein, Registrant paid
Counsel $25,000 of the Basic Payment for supervisory services for
the three-month period ended March 31, 1995, and $4,951 a month as
the Additional Payment for supervisory services. The supervisory
services provided to Registrant by Counsel include legal,
administrative and financial services. The legal and
administrative services include acting as general counsel to
Registrant, maintaining all of its partnership records, performing
physical inspections of the Building, reviewing insurance coverage
and conducting annual partnership meetings. Financial services
include monthly receipt of rent from the Sublessee, payment of
monthly rent to the fee owner, payment of monthly and additional
distributions to the Participants, payment of all other
disbursements, confirmation of the payment of real estate taxes,
and active review of financial statements submitted to Registrant
by the Subleseee and financial statements audited and tax
information prepared by Registrants' independent certified public
accountant, and distribution of such materials to the
Participants. Counsel also prepares quarterly, annual and other
periodic filings with the Securities and Exchange Commission and
applicable state authorities and distributes to the Participants
quarterly source of distribution reports.
Note B of this Item 1 ("Note B") for a description of
the terms of the Sublease between Registrant and Sublessee. The
respective interests of the Partners in Registrant and in
Sublessee arise solely from ownership of their respective
participations in Registrant and, in the case of Mr. Malkin, his
ownership of a partnership interest in Sublessee. The Partners
receive no extra or special benefit not shared on a pro rata basis
with all other Participants in Registrant or partners in
Sublessee. However, each of the Partners, by reason of his
respective interest in Counsel, is entitled to receive his pro
rata share of any legal fees or other remuneration paid to Counsel
for legal services rendered to Registrant and Sublessee.
As of March 31, 1995, the Partners owned of record and
beneficially an aggregate $81,250 of participations in Registrant,
representing less than 1% of the currently outstanding
participations therein totaling $33,000,000.
In addition, as of March 31, 1995 certain of the
Partners (or their respective spouses) held additional
Participations as follows:
<PAGE>
Empire State Building Associates 8.
March 31, 1995
Barbara N. Bettex, the wife of Donald A. Bettex, owned
of record and beneficially, $10,000 of Participations.
Mr. Bettex disclaims any beneficial ownership of such
Participations.
Selma Silverman, the wife of Alvin Silverman, owned of
record and beneficially, $2,500 of Participations. Mr.
Silverman disclaims any beneficial ownership of such
Participations.
Peter L. Malkin owned of record as trustee or co-trustee
but not beneficially, $160,000 of Participations. Mr.
Malkin disclaims any beneficial ownership of such
Participations.
Peter L. Malkin owned of record as co-trustee of two
separate trusts a total of $40,000 of Participations.
Mr. Malkin has a remainder interest in each of such
trusts.
Isabel W. Malkin, the wife of Peter L. Malkin, owned of
record and beneficially, $100,000 of Participations.
Mr. Malkin disclaims any beneficial ownership of such
Participations.
The Selma and Alvin Silverman Foundation, Inc., in which
Mr. Silverman is a director, owned of record $17,500 of
Participations. Mr. Silverman disclaims any beneficial
ownership of such Participations.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
As stated in Note B, Registrant was organized for the
purpose of acquiring the Property subject to a net operating
sublease held by Sublessee. Basic Rent received by Registrant is
used to pay annual rent due under the Master Lease, the Basic
Payment and the Additional Payment for supervisory services; the
balance of such Rent is distributed to the Participants. Overage
Rent and any interest and dividends accumulated thereon are
distributed to the Participants after the Additional Payment is
made to Counsel. See Note C of Item 1 above. Pursuant to the
Sublease, Sublessee has assumed responsibility for the condition,
operation, repair, maintenance and management of the Property.
Registrant is not required to maintain substantial reserves or
otherwise maintain liquid assets to defray any operating expenses
of the Property.
Registrant does not pay dividends. During the three-
month period ended March 31, 1995, Registrant made
<PAGE>
Empire State Building Associates 9.
March 31, 1995
regular monthly distributions of $98.21 for each $10,000 par-
ticipation ($1,178.52 per annum for each $10,000 participation).
On February 28, 1995, Registrant made an additional distribution
of $1,036.15 for each $10,000 participation. Such distribution
primarily consisted of Overage Rent paid to Registrant by
Sublessee in accordance with the terms of the Sublease. There are
no restrictions on Registrant's present or future ability to make
distributions; however, the amount of such distributions depends
solely on the ability of Sublessee to make monthly payments of
Basic Rent and Overage Rent to Registrant in accordance with the
terms of the Sublease. Registrant expects to make distributions
in the future so long as it receives the payments provided for
under the Sublease. See Note B.
Registrant's results of operations are affected
primarily by the amount of rent payable to it under the Sublease.
The amount of Overage Rent payable to Registrant is affected by
(i) the downturn in the New York City economy and real estate
rental market and (ii) the cost of the Property improvement
program described herein under Other Information. It is
anticipated that the improvement program to the Building, which
commenced in l990, will negatively impact Overage Rent in 1995
through 1997. It is difficult for management to forecast whether
the New York City real estate market will improve over the next
few years.
A decrease in Overage Rent results in a reduction in the
amount of distributions made to the Participants and a reduction
in the expenditure for supervisory services. Anticipated
reductions in the future Overage Rent will not have any other
impact on Registrant.
Total income decreased for the three-month period ended
March 31, 1995 as compared with the three-month period ended March
31, 1994. Such decrease resulted from a decrease in dividend
income earned on funds temporarily invested in Fidelity U.S.
Treasury Income Portfolio. No change occurred in total expenses
for the three-month period ended March 31, 1995 as compared with
the three-month period ended March 31, 1994.
The State of New York has asserted a tax deficiency
against the Sublessee for approximately $1.5 million resulting
from the imposition of New York State's utility tax on certain
electricity, water and steam charges to tenants. Through December
31, 1994, approximately $600,000 of interest has accrued on this
deficiency. The Supreme Court, New York County, has granted a
summary judgement motion in favor of New York State, and Sublessee
intends to appeal this decision. The final outcome cannot now be
determined. If
<PAGE>
Empire State Building Associates 10.
March 31, 1995
the State's position is ultimately upheld, Registrant believes
that such a decision will not have a long-term, material adverse
effect on Overage Rent. See Note 10 of the Notes.
Liquidity and Capital Resources
There has been no significant change in Registrant's
liquidity for the three-month period ended March 31, 1995, as
compared with the three-month period ended March 31, 1994.
Assuming that the Building continues to generate an
annual net profit in future years comparable to that in the
current year, Registrant anticipates that the value of the
Building and the Property will exceed the indicated balance sheet
value at March 31, 1995.
Registrant anticipates that funds for working capital
will be generated by operations of the Building by Sublessee,
which entity in turn is required to make payments of Basic Rent
and Overage Rent under the Sublease and, to the extent necessary,
from additional capital investment by the partners in Sublessee
and/or external financing. Registrant foresees no need to make
material commitments for capital expenditures while the Sublease
is in effect.
Inflation
Registrant believes that there has been no material
change in the impact of inflation on its operations since the
filing of its report on Form 10-K for the year ended December 31,
1994, which report and all exhibits thereto are incorporated
herein by reference and made a part hereof.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Property of Registrant is the subject of the
following pending litigation:
(1) On October 21, 1991, Julien J. Studley, holder of a
$20,000 original participation in Registrant, brought
suit in New York Supreme Court, New York County, against
Registrant, the Partners, the Sublessee, Harry B.
Helmsley (a partner in the Sublessee) and Counsel. The
suit claims that the defendants have engaged in breaches
of fiduciary duty and acts of self-dealing, including
the Partners' request in September, 1991, that each
<PAGE>
Empire State Building Associates 11.
March 31, 1995
Participant, on an individual and voluntary basis, agree
to the payment of certain increased compensation to
Counsel. The suit is styled as a class action, but the
Court has not granted class certification. The suit
seeks judgment enjoining the Partners' solicitation for
the voluntary compensation program, their removal,
appointment of a receiver, an accounting by all
defendants other than Registrant, compensatory and
punitive damages in unspecified amounts, costs, counsel
fees and other unspecified relief. On January 10, 1992,
all defendants answered the complaint and denied all
material allegations of liability and damage.
Registrant is a nominal defendant in the action. The
complaint does not seek any relief against Registrant,
and accordingly, Registrant's counsel has advised
management that no loss or other unfavorable outcome of
the action for Registrant is anticipated.
(2) Trump Empire State Partners issued a notice to
Registrant, by letter dated December 20, 1994, alleging
that Registrant was in default of various provisions of
the Lease, including, among others, those provisions
requiring Registrant to (i) obtain landlord's approval
for structural changes to the Building costing in excess
of $200,000 and (ii) maintain the Building (the "Default
Notice").
Registrant and Company commenced an action in the
Supreme Court of New York (the "Court") on February 14,
1995 against Trump Empire State Partners and one of its
alleged general partners, Trump Empire State Inc.
(collectively, "Trump"), seeking (a) a declaration that
the Default Notice is invalid, (b) a declaration that
Registrant is not in default of the Lease and (c) an
injunction to prevent Trump from terminating the Lease.
The next day, on February 15, 1995, Trump countersued,
alleging that the Building was not adequately maintained
and that Registrant and others made distributions of
profit from the Building rather than using such funds to
maintain the Building in accordance with the Lease.
A preliminary hearing was held in the initial action on
March 13, 1995. The Court granted Registrant's motion
for injunctive relief on March 21, 1995. As a result of
the Court's order, Registrant will have no obligation to
cure any alleged default until after a hearing on the
merits and a determination by the Court that any such
<PAGE>
Empire State Building Associates 12.
March 31, 1995
alleged default exists. Pursuant to the order,
Registrant posted an undertaking with the Court.
Registrant's management is confident that Trump's suit
will be dismissed as meritless and that Registrant and
Company shall prevail in their action against Trump.
Registrant shall continue to pursue diligently its
claims and strenuously defend its rights against Trump.
Item 4. Submission of Matters to a Vote of Security Holders
During the fiscal quarter ended March 31, 1995,
Registrant did not submit any matter to a vote by the Participants
through the solicitation of proxies or otherwise.
Item 5. Other Information
The Sublessee maintains the Building as a high-class
office building as required by the terms of the Sublease.
In 1990, the Sublessee commenced its latest improvement
program which is estimated to be completed in 1997 at a total cost
in excess of $60,000,000. Under this program, approximately 6,400
windows are being replaced and this portion of the program is
almost complete. In addition, the elevators have been upgraded
through installing a computerized control system and replacing all
electrical and mechanical equipment. The elevator modernization
program has increased elevator speed from 800 to 950 feet per
minute to 1200 feet per minute. Also included is waterproofing
the Building's exterior, resetting and repairing the limestone
facade, upgrading the Building's security system, upgrading and
replacing the Building's fire alarm system and making substantial
further improvement to the air-conditioning, domestic pump and
water systems, waterproofing the mooring mast and installing a new
observation ticket office.
The Sublessee anticipates that the costs of improvements
to be incurred will result in reductions in Overage Rent during
1995 through 1997, but should have no effect on the payment of
Basic Rent in those years.
Under Sublessee's management, the Building recently won
three awards from the Building Owners and Management Association
("BOMA") (BOMA/NY Award 1989; BOMA Middle Atlantic Region Award
1990/91 and the BOMA International Award for excellence 1992/93).
The New York Landmarks Conservancy recently awarded a Merit
Citation to the Building. In 1994, Metaloptics recognized the
Building for
<PAGE>
Empire State Building Associates 13.
March 31, 1995
excellence in lighting efficiency. In December 1994, Energy User
News, a national publication, awarded a Certificate of Merit in
the lighting category for excellence and innovation in energy
efficiency and management of the Building.
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits hereto are being incorporated by
reference.
(b) A report on Form 8-K was filed by Registrant on
March 24, 1995. Such report made certain disclosures under Item 5
of Form 8-K.
<PAGE>
Empire State Building Associates 14.
March 31, 1995
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.
The individual signing this report on behalf of
Registrant is Attorney-in-Fact for Registrant and each of the
Partners in Registrant, pursuant to a Power of Attorney, dated
March 30, 1989 (the "Power").
EMPIRE STATE BUILDING ASSOCIATES
(Registrant)
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: May 11, 1995
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed by the undersigned as
Attorney-in-Fact for each of the Partners in Registrant, pursuant
to the Power, on behalf of Registrant and as a Partner in
Registrant, on the date indicated.
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: May 11, 1995
______________________
* Mr. Katzman supervises accounting functions for Registrant
<PAGE>
Empire State Building Associates 15.
March 31, 1995
EXHIBIT INDEX
Number Document Page*
25 Power of Attorney dated March 30,
1989, which was filed as Exhibit 25 to
Registrant's Form 10-K for the fiscal
year ended December 31, 1988 and is
incorporated by reference as an
exhibit hereto.
28(a) Order of the Supreme Court of the
State of New York, County of New York,
dated March 21, 1994, which was filed
with Form 8K and is incorporated by
reference as an exhibit hereto.
______________________
* Page references are based on sequential numbering system.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 352,581
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 376,412<F1>
<PP&E> 39,000,000
<DEPRECIATION> 35,299,668
<TOTAL-ASSETS> 4,076,744
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 4,076,744
<TOTAL-LIABILITY-AND-EQUITY> 4,076,744
<SALES> 1,504,687<F2>
<TOTAL-REVENUES> 1,533,319<F3>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 584,471<F4>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 948,848
<INCOME-TAX> 0
<INCOME-CONTINUING> 948,848
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 948,848
<EPS-PRIMARY> 287.53<F5>
<EPS-DILUTED> 287.53<F5>
<FN>
<F1>Includes prepaid rent of $23,831
<F2>Rental income of $1,504,687
<F3>Includes dividend income of $28,632
<F4>Leasehold rent of $492,500, supervisory services of $39,854 and
amortization of leasehold of $52,117
<F5>Earnings per $10,000 participation unit, based on 3,300 participation
units outstanding during the year
</FN>
</TABLE>
