<PAGE>
UNITED STATES
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 SEPTEMBER 30, 1995
ended ---------------------------------------------------
or
[ ] TRANSITION REPORT PURSUANT TO 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
-------- --------
Commission file number 0-10322
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CORPORATE PROPERTY ASSOCIATES 3
-------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2708080
---------- ----------
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020
- - ---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(212) 492-1100
---------------
(Registrant's telephone number, including area code)
(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 [_]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [_] No [_]
<PAGE>
CORPORATE PROPERTY ASSOCIATES 3
(a California limited partnership)
INDEX
Page No.
--------
PART I
------
Item 1. - Financial Information*
Balance Sheets, December 31, 1994 and
September 30, 1995 2
Statements of Income for the three and nine
months ended September 30, 1994 and 1995 3
Statements of Cash Flows for the nine
months ended September 30, 1994 and 1995 4
Notes to Financial Statements 5-6
Item 2. - Management's Discussion of Operations 7-8
PART II
-------
Item 6. - Exhibits and Reports on Form 8-K 9
Signatures 10
*The summarized financial information contained herein is unaudited;
however in the opinion of management, all adjustments necessary for a fair
presentation of such financial information have been included.
- 1 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 3
(a California limited partnership)
PART I
------
Item 1. - FINANCIAL INFORMATION
-------------------------------
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, SEPTEMBER 30,
1994 1995
------------- --------------
(Note) (UNAUDITED)
<S> <C> <C>
ASSETS:
Land and buildings, net of
accumulated depreciation of
$976,612 at December 31, 1994 and
$1,126,984 at September 30, 1995 $ 4,793,315 $ 4,642,943
Net investment in direct
financing leases 33,415,760 33,415,310
Real estate held for sale 9,400,000 2,000,000
Cash and cash equivalents 8,851,419 12,057,804
Accrued interest and rents receivable 524,060 538,746
Other assets 64,971 224,068
----------- -----------
Total assets $57,049,525 $52,878,871
=========== ===========
LIABILITIES:
Mortgage notes payable $15,624,196 $13,386,670
Accrued interest payable 351,372 111,556
Accounts payable and accrued expenses 428,778 93,050
Accounts payable to affiliates 441,112
Prepaid rental income 38,695
Purchase installments 13,080,601
-----------
Total liabilities 29,523,642 14,032,388
----------- -----------
PARTNERS' CAPITAL:
General Partners 46,541 272,953
Limited Partners (66,000 Limited
Partnership Units issued and
outstanding) 27,479,342 38,573,530
----------- -----------
Total partners' capital 27,525,883 38,846,483
----------- -----------
Total liabilities and
partners' capital $57,049,525 $52,878,871
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
Note: The balance sheet at December 31, 1994 has been derived from the audited
financial statements at that date.
- 2 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 3
(a California limited partnership)
STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 1994 SEPTEMBER 30, 1995 September 30, 1994 SEPTEMBER 30, 1995
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Revenues:
Interest from direct
financing leases $1,763,897 $1,696,972 $5,291,856 $5,090,924
Rental income from
operating leases 71,945 71,945 215,834 215,834
Other interest income 7,289 124,200 35,877 188,402
Other income 4,579 4,579 47,997
---------- ---------- ---------- ----------
1,847,710 1,893,117 5,548,146 5,543,157
---------- ---------- ---------- ----------
Expenses:
Interest on mortgages 396,315 337,081 1,214,732 1,063,682
Depreciation 39,729 50,124 119,188 150,372
General and administrative 77,780 95,340 231,581 284,441
Property expense 435,303 164,323 1,040,556 683,516
Amortization 5,601 5,601 16,804 16,804
---------- ---------- ---------- ----------
954,728 652,469 2,622,861 2,198,815
---------- ---------- ---------- ----------
Income before gain
on settlement 892,982 1,240,648 2,925,285 3,344,342
Gain on settlement __________ 11,499,176 __________ 11,499,176
----------- -----------
Net income $ 892,982 $12,739,824 $2,925,285 $14,843,518
========== =========== ========== ===========
Net income allocated
to General
Partners $ 17,860 $ 254,796 $ 58,506 $ 296,870
========== =========== ========== ===========
Net income allocated
to Limited
Partners $ 875,122 $12,485,028 $2,866,779 $14,546,648
========== =========== ========== ===========
Net income per Unit
(66,000 Limited
Partnership Units) $13.26 $189.16 $43.44 $220.40
====== ======= ====== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
- 3 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 3
(a California limited partnership)
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------
1994 1995
------------ -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,925,285 $ 14,843,518
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 135,992 167,176
Other noncash items 6,700 450
Writedown to net realizable value 7,400,000
Installments received in prior periods (13,080,601)
Net change in operating assets and liabilities 398,506 (363,714)
----------- ------------
Net cash provided by operating activities 3,466,483 8,966,829
----------- ------------
Cash flows from investing activities:
Payments received in connection with
exercise of purchase option 1,714,647
-----------
Net cash provided by investing activities 1,714,647
------------
Cash flows from financing activities:
Distributions to partners (3,491,266) (3,522,918)
Prepayment of mortgage notes payable (1,320,347)
Payments on mortgage principal (1,077,050) (917,179)
----------- ------------
Net cash used in financing activities (4,568,316) (5,760,444)
----------- ------------
Net increase in cash and cash equivalents 612,814 3,206,385
Cash and cash equivalents, beginning of period 8,027,612 8,851,419
----------- ------------
Cash and cash equivalents, end of period $ 8,640,426 $ 12,057,804
=========== ============
Supplemental disclosure of cash flows information:
Interest paid $ 1,223,260 $ 1,080,275
=========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
- 4 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 3
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Basis of Presentation:
---------------------
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. For further information, refer to the
financial statements and footnotes thereto included in the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1994.
Note 2. Distributions to Partners:
-------------------------
Distributions declared and paid to partners during the nine months ended
September 30, 1995 are summarized as follows:
<TABLE>
<CAPTION>
Quarter Ended General Partners Limited Partners Per Limited Partner Unit
- - --------------------- ---------------- ---------------- ------------------------
<S> <C> <C> <C>
December 31, 1994 $23,356 $1,144,440 $17.34
======= ========== ======
March 31, 1995 $23,423 $1,147,740 $17.39
======= ========== ======
June 30, 1995 $23,679 $1,160,280 $17.58
======= ========== ======
</TABLE>
A distribution of $17.81 per Limited Partner Unit for the quarter ended
September 30, 1995 was declared and paid in October 1995. In addition, a
special distribution of $120 per Limited Partner Unit was declared and paid in
October 1995.
Note 3. Transactions with Related Parties:
---------------------------------
For the three-month and nine-month periods ended September 30, 1994, the
Partnership incurred management fees of $48,579 and $140,219 respectively, and
general and administrative expense reimbursements of $21,367 and $64,804,
respectively. For the three-month and nine-month periods ended September 30,
1995, the Partnership incurred management fees of $407,817 and $487,940 (also
see Note 5), respectively, and general and administrative expense
reimbursements of $26,452 and $71,937, respectively.
The Partnership, in conjunction with certain affiliates, is a participant in a
cost sharing agreement for the purpose of renting and occupying office space.
Under the agreement, the Partnership pays its proportionate share of rent and
other costs of occupancy. Net expenses incurred for the nine months ended
September 30, 1994 and 1995 were $34,696 and $71,514, respectively.
Note 4. Industry Segment Information:
----------------------------
The Partnership's operations consist of the investment in and the leasing of
industrial and commercial real estate. For the nine-month periods ended
September 30, 1994 and 1995, the Partnership earned its total operating
revenues (rental income plus interest income from financing leases) from the
following lease obligors:
<TABLE>
<CAPTION>
1994 % 1995 %
---------- ---- ---------- ----
<S> <C> <C> <C> <C>
Gibson Greetings, Inc. $4,471,567 82% $4,471,567 84%
AT&T 343,321 6 343,657 7
New Valley Corporation 476,968 8 275,700 5
Hughes Markets, Inc. 215,834 4 215,834 4
---------- --- ---------- ---
$5,507,690 100% $5,306,758 100%
========== === ========== ===
</TABLE>
- 5 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 3
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
Note 5. Gain on Settlement:
------------------
During 1991, The Leslie Fay Company ("Leslie Fay") informed the Partnership
that it was exercising an option to purchase its leased property from the
Partnership as of April 30, 1992. Under the purchase option in the lease,
Leslie Fay's purchase exercise price was to be the greater of $9,400,000, the
Partnership's purchase price for the property in 1982, or the fair market
value of the property as impacted by the lease as of the option exercise date.
The process of determining the fair market value was underway when Leslie Fay
filed suit to ask the court to intervene in order to determine the contractual
interpretation of fair value. The court ruled in favor of the Partnership and
the ruling was upheld on appeal by the Pennsylvania Superior and Supreme
Courts. Leslie Fay also filed a second lawsuit seeking to transfer the
property and other benefits of ownership. In connection with this second
suit, the court ordered Leslie Fay to pay $7,200,000 to the Partnership as
partial payment for the purchase of the Leslie Fay property, post a surety
bond for $15,000,000 and to continue making its monthly payments of $190,516
to the Partnership, for application of such payments to the ultimate purchase
price. Effective January 1, 1995, the monthly payment was reduced to $65,000.
For financial reporting purposes, the $7,200,000 payment and all subsequent
monthly payments were recorded as installment payments at the time such
payments were received by the Partnership. In addition, Leslie Fay would be
entitled to interest on its monthly installments and the Partnership would be
entitled to interest on the difference between the ultimate purchase price and
the initial $7,200,000 payment upon resolution of the second suit.
On April 5, 1993, Leslie Fay filed a voluntary bankruptcy petition under
Chapter 11 of the United States Bankruptcy Code and continued to make monthly
payments to the Partnership for the period subsequent to the filing of the
petition. Subsequent to the bankruptcy filing, Leslie Fay and the Partnership
made a series of claims and counterclaims; however, Leslie Fay, the
Partnership, the surety company and the Official Committee of Unsecured
Creditors of Leslie Fay signed and entered into a compromise and settlement
agreement in July 1995 which was intended to resolve the dispute between
Leslie Fay and the Partnership. The agreement was presented to the bankruptcy
court on August 7, 1995 and subsequently approved.
In connection with the compromise and settlement agreement, on August 29,
1995, the Partnership received $5,250,000 plus interest of $174,149, from the
surety company and, in turn, made a lump sum payment to Leslie Fay of
$250,000. In addition to the payment from the surety company, under the
agreement the Partnership unconditionally retained ownership of the property
as well as the aggregate installment payments received from Leslie Fay of
$13,665,601, consisting of the initial payment of $7,200,000 and $6,465,601 of
monthly payments.
The Partnership is currently seeking to sell the property. As the fair value
of the property is no longer impacted by the Leslie Fay lease, the Partnership
has reevaluated the estimated net realizable value of the property, net of
anticipated selling costs, to $2,000,000 and recognized a noncash charge of
$7,400,000 on the writedown.
In connection with the settlement, the Partnership has recognized a gain of
$11,499,176, which consists of aggregate net cash received from Leslie Fay and
the surety company of $18,839,750 and the waiving of the $382,706 interest
obligation that had been accrued on the Leslie Fay monthly payments, offset by
the writedown to net realizable value of $7,400,000 and aggregate management
fees, payable to an affiliate, of $323,280 on monthly payments received from
Leslie Fay. Under the compromise and settlement agreement, Leslie Fay is
required to obtain dismissals with prejudice of all of its suits filed against
the Partnership, and the Partnership's bankruptcy claim against Leslie Fay, as
an unsecured creditor, has been reduced to $2,650,000. The Partnership does
not expect to realize the full amount of the bankruptcy claim. The
Partnership is still considering whether it will seek additional litigation
remedies from the title insurer which insured title to the Leslie Fay
property.
As a result of the settlement, a special distribution of $120 per Limited
Partner Unit ($7,920,000) was declared and paid in October 1995. In addition,
a special distribution of $50 per Limited Partner Unit ($3,300,000) was paid
in 1992 subsequent to the receipt of the $7,200,000 installment from Leslie
Fay.
- 6 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 3
(a California limited partnership)
Item 2. - MANAGEMENT'S DISCUSSION OF OPERATIONS
-----------------------------------------------
Results of Operations:
---------------------
Net income increased by $11,847,000 and $11,918,000 for the three-
month and nine-month periods ended September 30, 1995 as compared with the
three-month and nine-month periods ended September 30, 1994. $11,499,000 of
the increase was due to the gain on settlement resulting from the resolution
of the Partnership's dispute with The Leslie Fay Company ("Leslie Fay") which
is more fully described in Note 5 to the Financial Statements. Net of the
effects of this nonrecurring item, income would have reflected increases of
$348,000 and $419,000 for the three-month and nine-month periods ended
September 30, 1995, respectively. The increases for both the three-month and
nine-month periods were due to decreases in interest and property expenses and
to an increase in other interest income. The decrease in interest expense
resulted from the payoff of $1,320,000 of three mortgage loans in the first
quarter of 1995 and the continuing amortization of the Partnership's remaining
nonrecourse mortgage loan encumbered by the properties leased to Gibson
Greetings, Inc. ("Gibson"). During the nine-month period ended September 30,
1995, the scheduled principal payments on the Gibson mortgage loan represented
6% of the remaining balance of the loan. The decrease in property expenses
was due to the costs incurred in 1994 in connection with the Partnership's
assessment of its liquidity alternatives. Other interest income increased as
the result of resolution of the Leslie Fay dispute - prior to the settlement
with Leslie Fay, the net interest earned or due on the installments was
recorded as a component of other interest income and, based on the net
obligation to Leslie Fay, had reduced interest income. For the three-month
and nine-month periods, lease revenues reflected a moderate decrease due to
the termination of the lease with the New Valley Corporation ("New Valley") in
December 31, 1994 for a property in Reno, Nevada. The Partnership is
continuing its efforts to remarket the Reno property.
In April 1995, the Partnership and Corporate Property Associates 2
("CPA(R):2"), an affiliate, which own as tenants-in-common a property in
Moorestown, New Jersey and formerly leased to New Valley entered into a lease
with Sports & Recreation, Inc. ("Sports & Recreation"). The Sports &
Recreation lease provides for a feasibility period which has been extended to
December 31, 1995. Sports & Recreation is continuing to apply for the
necessary regulatory approvals and is in the process of obtaining construction
bids for the retrofitting of the property for conversion to a retail store.
If the necessary approvals are ultimately received, the Partnership would
initially receive annual rentals of approximately $188,000. If retrofitting
proceeds, the Partnership and CPA(R):2 have an obligation to reimburse Sports
& Recreation for the cost of replacing the heating, ventilation and air
conditioning systems and installing a new roof and drainage system. There is
no assurance that Sports & Recreation will exercise its option at the end of
the feasibility period. If such option is exercised, the initial term of the
lease will be sixteen years.
The Partnership and Corporate Property Associates 4 ("CPA(R):4"), an
affiliate, own a property in Los Angeles, California leased to Hughes Markets,
Inc. ("Hughes") which lease expires in April 1996. Although the Partnership
and CPA(R):4 are actively remarketing the property, they are also negotiating
an eighteen month lease extension with Hughes. Effective November 1, 1995,
the Partnership's share of annual revenues will increase by $17,000 from a
scheduled increase with Hughes.
Financial Condition:
-------------------
Since December 31, 1994, the Partnership's capital has increased
substantially as the result of the gain on the settlement of the dispute with
Leslie Fay. In connection with the settlement, including the receipt of a
lump sum payment of $5,000,000 plus interest, a special return of capital
distribution of $120 per Limited Partner Unit ($7,920,000) was declared and
paid in October 1995. Including this special distribution, the Partnership
has made special distributions of $250 per Limited Partnership Unit,
representing 50% of the initial cost of a Limited Partnership Unit, in
addition to paying regular quarterly distributions. Management believes that
its cash balances
- 7 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 3
(a California limited partnership)
Item 2. - MANAGEMENT'S DISCUSSION OF OPERATIONS, Continued
----------------------------------------------------------
Financial Condition (continued):
-------------------------------
of $4,138,000 (representing the balance of $12,058,000 at September 30, 1995
adjusted for the subsequent payment of the special distribution) and cash from
operating activities will be sufficient to meet the Partnership's cash
requirements which currently consist of paying quarterly distributions and
meeting scheduled mortgage principal payments.
For the nine-months ended September 30, 1995, cash from operating
activities, as adjusted for the nonrecurring benefit of the $5,174,000 lump
sum payment received on settlement, was sufficient to fund quarterly
distributions to partners of $3,523,000. Management intends to provide future
increases in the Partnership's distribution rate (the ratio of distributions
to Limited Partner Adjusted Capital of $250 per Unit), however, the gross
amount of such distributions are not expected to exceed the levels achieved
prior to distributions of proceeds from the Leslie Fay settlement. During the
first quarter of 1995, the Partnership used $1,320,000 of its cash reserves to
prepay three mortgage loans. Because the rates of interest on mortgage
obligations are greater than the rates of interest available for short-term
money market instruments, Management believes that it is appropriate for the
Partnership to use a portion of its cash reserves to prepay mortgages
periodically or to pay a portion of scheduled principal payment requirements.
Although there is a possibility that the Partnership and CPA(R):4 may need to
incur carrying costs on the Hughes property, there is a reasonable probability
that the lease will be extended until late 1997 which would give the
Partnership the opportunity to minimize any period of vacancy which might
occur after the extension term. The Partnership is actively seeking a buyer
for the property in Wilkes-Barre, Pennsylvania formerly leased to Leslie Fay.
Such a sale would be expected to contribute an additional $2,000,000 to the
Partnership's cash reserves if a sale can be consummated in the near future.
As a result of the terminations of the Reno and Moorestown leases in December
1994 and May 1993, respectively, pursuant to New Valley's bankruptcy petition,
the Partnership anticipates that it will ultimately receive a cash settlement
of its claim against New Valley. Even though New Valley's reorganization has
been approved, the amount of such payment is still being negotiated and
subject to approval by the bankruptcy court. The Partnership also expects to
receive a settlement of its bankruptcy claim against Leslie Fay; however, the
amount of such settlement and its receipt by the Partnership cannot yet be
determined. To the extent that Sports & Recreation commences retrofitting the
Moorestown property, the Partnership will have a commitment to reimburse
certain costs as described above. Management believes that its share of such
reimbursement can be funded from existing cash reserves.
The Partnership and CPA(R):2 own three properties as tenants-in-common
which are leased to Gibson pursuant to a master lease. In connection with
Gibson's proposed sale of a subsidiary, Gibson has entered into negotiations
with the Partnership and CPA(R):2 to sever a property in Memphis, Tennessee
from the master lease. Under a current proposal, Gibson would make a lump sum
payment of $12,200,000 to the Partnership and CPA(R):2 (of which the
Partnership's share is expected to be $8,723,000) in exchange for agreeing to
modify the master lease and releasing Gibson from its lease obligation on the
Memphis property. Under the proposed lease modification, Gibson would
continue to lease the properties in Cincinnati, Ohio and Berea, Kentucky with
the initial term extended from January 2002 to November 2013. The annual rent
would initially be $3,100,000 (of which the Partnership's share is expected to
be approximately $2,367,000) with scheduled rent increases of 20% every five
years. Gibson would also be granted options to purchase its leased properties
with such options exercisable in 2005 and 2010. In addition, the company
which is negotiating to purchase the Gibson subsidiary has agreed in principle
to enter into a ten year lease with the Partnership and CPA(R):2 for the
Memphis property at an annual rental of $1,500,000 (of which the Partnership's
share is expected to be approximately $1,145,000). The Partnership's share of
annual rentals under the existing lease on the three properties is $5,963,000.
The Partnership and CPA(R):2 currently plan to use the lump sum payment to
payoff the mortgage loan on the Gibson properties which of which the
Partnership's share of the outstanding balance is currently $13,190,000. The
Partnership is in the process of arranging financing which will be used to
payoff its share of the Gibson mortgage loan. There is no assurance that the
proposed transactions will be completed. The proposed transactions are not
expected to have any current impact on the Partnership's distribution rate.
- 8 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 3
(a California limited partnership)
PART II
-------
Item 6. - EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------
(a) Exhibits:
None
(b) Reports on Form 8-K
During the quarter ended September 30, 1995, the
Partnership filed a report on Form 8-K dated September 29, 1995 for
Item 2., Acquisition or Disposition of Assets.
- 9 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 3
(a California 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.
CORPORATE PROPERTY ASSOCIATES 3
(a California limited partnership)
By: W.P. CAREY & CO., INC.
11/10/95 By: /s/ Claude Fernandez
-------------- ------------------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Financial Officer)
11/10/95 By: /s/ Michael D. Roberts
-------------- -------------------------------
Date Michael D. Roberts
First Vice President and Controller
(Principal Accounting Officer)
- 10 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 12057804
<SECURITIES> 0
<RECEIVABLES> 538746
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 224068
<PP&E> 41185237
<DEPRECIATION> 1126984
<TOTAL-ASSETS> 52878871
<CURRENT-LIABILITIES> 645718
<BONDS> 13386670
<COMMON> 0
0
0
<OTHER-SE> 38846483
<TOTAL-LIABILITY-AND-EQUITY> 52878871
<SALES> 0
<TOTAL-REVENUES> 5543157
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 967957
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1063682
<INCOME-PRETAX> 14843518
<INCOME-TAX> 0
<INCOME-CONTINUING> 14843518
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14843518
<EPS-PRIMARY> 220.40
<EPS-DILUTED> 220.40
</TABLE>
