SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 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 1-8254
THACKERAY CORPORATION
---------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-2446697
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
400 MADISON AVENUE, SUITE 309, NEW YORK, NEW YORK 10017
-------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 759-3695
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- ------------------- -------------------
Common Stock, $.10 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 __.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy materials or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Aggregate market value of the voting stock (which consists solely of shares of
Common Stock) held by non-affiliates of the registrant as of March 26, 1998
computed by reference to the closing sale price of the registrant's Common Stock
on the New York Stock Exchange on such date: $7,932,502.50.
Number of shares of the registrant's Common Stock outstanding as of March 26,
1998: 5,107,401.
[cover page 1 of 2 pages]
NYFS07...:\55\69555\0001\1708\FRM3118L.48E
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
1. Certain portions of the registrant's Annual Report to Stockholders for the
fiscal year ended December 31, 1997 (the "Annual Report") are incorporated
by reference into Parts I and II of this report.
2. Certain portions of the registrant's definitive Proxy Statement to be
filed pursuant to Regulation 14A of the Securities Exchange Act of 1934,
as amended, in connection with the Annual Meeting of Stockholders of the
registrant to be held on May 7, 1998 are incorporated by reference into
Part III of this report.
[cover page 2 of 2 pages]
<PAGE>
PART I
Item 1. Business
--------
GENERAL DEVELOPMENT OF BUSINESS
Thackeray Corporation ("Thackeray" or the "Company") is a Delaware
corporation which holds real estate for investment.
DESCRIPTION OF BUSINESS
Thackeray's business is the management of its real estate
investments. The Company does not presently intend to acquire additional real
estate assets. For information with respect to Thackeray's real estate, see
Notes 1 and 3 of Notes to Consolidated Financial Statements included in the
Annual Report, which Notes are incorporated herein by reference.
On May 20, 1996, the Company and affiliates of Belz Enterprises
("Belz") entered into an Agreement of Limited Partnership of BT Orlando Limited
Partnership. Pursuant to this agreement, the Company agreed to contribute
approximately 140 acres of its Orlando, Florida property to the partnership,
which property was valued at $15,246,000 for capital account purposes. The
partnership, with an affiliate of Belz and Brennand-Paige Industries, Inc., a
subsidiary of the Company, as general partners, will develop, construct, operate
and lease a retail and entertainment shopping center complex on the property.
The Company will have a 35% general partner interest in the partnership and will
be entitled to certain preferential distributions. The Company will participate
in the cash flow, sales proceeds and refinancing proceeds from the development,
financing or disposition of such project. The Partnership originally was to
terminate in the event construction financing was not obtained by May 20, 1998.
The Company intends to negotiate an extension of such date.
In addition, on May 20, 1996, the Company and Belz Investco entered
into a binding letter agreement regarding the development of the remaining
approximately 78 acres of the Company's Orlando, Florida property, which
property will be valued at $8,487,000 for capital account purposes. Pursuant to
this letter agreement, the parties agreed to form a new partnership to develop
22.5 acres of such property as commercial property and 55.5 acres thereof as
multi-family residential property, upon completion of the development of the 140
acres and obtaining the
1
<PAGE>
requisite construction financing related to the 78 acres. The Company, through a
subsidiary, and Belz, or one of its affiliates, will be 50% owners and general
partners of such partnership and the Company will be entitled to certain
preferential distributions.
In late March 1998, Bass Pro Outdoor World ("Bass Pro") agreed to be
the principal anchor tenant of the retail and entertainment shopping complex to
be constructed on 140 acres of the Company's Orlando, Florida property.
Construction of Bass Pro's 162,500 square foot facility is to commence in the
second half of 1998. Bass Pro specializes in outdoor sporting goods and plans to
offer one of the world's largest fishing departments for fresh water, salt water
and fly fishing.
Indebtedness
- ------------
For information with respect to the Company's indebtedness, see Note
4 of Notes to Consolidated Financial Statements included in the Annual Report,
which Note is incorporated herein by reference.
General
- -------
As of December 31, 1997, the Company had two employees.
Item 2. Properties
----------
For additional information with respect to the Company's investments
in real estate and to its lease obligations, see Notes 1, 3 and 7 of Notes to
Consolidated Financial Statements included in the Annual Report, which Notes are
incorporated herein by reference.
Thackeray's executive offices are located at 400 Madison Avenue, New
York, New York. The lease at this location expires in December 1998 and provides
for an annual base rent of $20,000.
Item 3. Legal Proceedings
-----------------
There are no legal proceedings currently pending against the Company
or its subsidiaries.
Item 4. Submission of Matters to a Vote of Stockholders
-----------------------------------------------
2
<PAGE>
During the quarter ended December 31, 1997, no matters were
submitted to a vote of stockholders through the solicitation of proxies or
otherwise.
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
--------------------------------------------------------------------
Reference is made to the information set forth in the section
entitled "Market for Thackeray's Common Stock and Related Stockholder Matters"
in the Annual Report, which section is incorporated herein by reference.
Thackeray has been advised by the New York Stock Exchange that it will suspend
trading of Thackeray's common stock effective April 6, 1998 because the Company
does not meet its listing requirements. Thackeray is seeking to transfer the
trading of its common stock to the American Stock Exchange. There can be no
assurance that Thackeray will be able to have its stock listed on such exchange.
Item 6. Selected Financial Data
-----------------------
Reference is made to the information set forth in the section
entitled "Selected Financial Data" in the Annual Report, which section is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
-----------------------------------------------------------------------
Reference is made to the information set forth in the section
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Annual Report, which section is incorporated
herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Not Applicable.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Reference is made to the information set forth in the following
sections of the Annual Report, which sections are incorporated herein by
reference:
3
<PAGE>
1. Report of Independent Public Accountants.
2. Consolidated Balance Sheets -- December 31, 1997 and 1996.
3. Consolidated Statements of Operations for the years ended
December 31, 1997, 1996 and 1995.
4. Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995.
5. Notes to Consolidated Financial Statements -- December 31,
1997, 1996 and 1995.
Item 9. Change in and Disagreements with Accountants on Accounting and
Financial Disclosure
--------------------------------------------------------------
Not Applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Reference is made to the information to be set forth in the section
entitled "Election of Directors" in the definitive proxy statement involving the
election of directors in connection with the Annual Meeting of Stockholders of
the Company to be held on May 7, 1998 (the "Proxy Statement"), which section is
incorporated herein by reference. The Proxy Statement will be filed with the
Securities and Exchange Commission not later than 120 days after December 31,
1997 pursuant to Regulation 14A of the Securities Exchange Act of 1934, as
amended.
Item 11. Executive Compensation
----------------------
Reference is made to the information to be set forth in the section
entitled "Election of Directors" in the Proxy Statement, which section is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
4
<PAGE>
Reference is made to the information to be set forth in the sections
entitled "Ownership of Voting Securities" and "Election of Directors - Security
Ownership of Management" in the Proxy Statement, which sections are incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
Reference is made to the information to be set forth in the section
entitled "Election of Directors - Compensation and Interest of Management in
Certain Transactions" in the Proxy Statement, which section is incorporated
herein by reference.
5
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a)(1) and (2) - The response to this portion of Item 14 is
submitted as a separate section of this report entitled "List of Financial
Statements and Financial Statement Schedules."
(3) - Exhibits:
3(a)(i) - Certificate of Incorporation of the Company.(1)
3(a)(ii) - Certificate of Designation of $4.15 Cumulative Preferred
Stock.(2)
3(a)(iii) - Amendment to Certificate of Incorporation of the
Company.(3)
3(b) - By-Laws of the Company.(1)
10(a) - Agreement of Limited Partnership of BT Orlando Limited
Partnership, dated May 20, 1996, among BEF, Inc.,
Brennand-Paige Industries, Inc., BT Partnership and EST
Orlando, Ltd.(4)
10(b)- Number 2 Partnership Letter Agreement, dated May 20, 1996,
between the Company and Belz Investco L.P.(4)
11 - Statement re Computation of Per Share Data.
13 - The Company's 1997 Annual Report to Stockholders.
21 - Subsidiaries of the Company.
27 - Financial Data Schedule.
--------------------
6
<PAGE>
(1) Incorporated by reference to the Company's Registration Statement on Form
S-14 (SEC File No. 2-73435).
(2) Incorporated by reference to the Company's Registration Statement on Form
S-11 (SEC File No. 2-84299).
(3) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992.
(4) Incorporated by reference to the Company's Proxy Statement, dated August
5, 1996.
(b) - During the quarter ended December 31, 1997, the Company did
not file any reports on Form 8-K.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 27, 1998 THACKERAY CORPORATION
(Registrant)
By: /s/ Martin J. Rabinowitz
------------------------------
Name: Martin J. Rabinowitz
Title: President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
Chairman of the Board,
President and Director
/s/ Martin J. Rabinowitz (Principal Executive Officer) March 27, 1998
- ---------------------------
Martin J. Rabinowitz
Vice President, Finance,
Treasurer, Secretary and Director
(Principal Financial and
/s/ Jules Ross Accounting Officer) March 27, 1998
- ---------------------------
Jules Ross
/s/ Ronald D. Rothberg Director March 27, 1998
- ---------------------------
Ronald D. Rothberg
/s/ Moses Rothman Director March 27, 1998
- ---------------------------
Moses Rothman
/s/ John Sladkus Director March 27, 1998
- ---------------------------
John Sladkus
8
<PAGE>
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) and (2)
LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1997
THACKERAY CORPORATION
NEW YORK, NEW YORK
9
<PAGE>
Form 10-K -- Items 14(a)(1) and (2)
THACKERAY CORPORATION
LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Thackeray Corporation,
included in the Annual Report to Stockholders for the year ended December 31,
1997, are incorporated by reference in Item 8 of this report.
1. Report of Independent Public Accountants.
2. Consolidated Balance Sheets -- December 31, 1997 and 1996.
3. Consolidated Statements of Operations for the years ended
December 31, 1997, 1996 and 1995.
4. Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995.
5. Notes to Consolidated Financial Statements -- December 31,
1997, 1996 and 1995.
The following financial statement schedules of Thackeray Corporation are filed
herewith:
Report of Independent Public Accountants on Financial Statement
Schedules
Schedule II - Valuation and Qualifying Accounts
Schedule III - Real Estate and Accumulated Depreciation
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
10
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Stockholders of Thackeray Corporation:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in Thackeray Corporation's 1997
Annual Report to Stockholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated March 19, 1998. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The
schedules listed in the List of Financial Statements and Financial Statement
Schedules are the responsibility of the Company's management and are presented
for purposes of complying with the Securities and Exchange Commission's rules
and are not part of the basic consolidated financial statements. These schedules
have been subjected to the auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
Arthur Andersen LLP
New York, New York
March 19, 1998
11
<PAGE>
Schedule II
-----------
Thackeray Corporation and Subsidiaries
Valuation and Qualifying Accounts
For the years ended Decenber 31, 1997, 1996 and 1995
1997 1996 1995
---- ---- ----
Allowance for possible investment
losses (Deducted from "Investments
in real estate")
- -----------------------------------
Balance at beginning of year $ 0 $713,000 $633,000
Charged to costs and expenses - - 80,000
Other - (713,000)(a) -
----------- ---------- --------
Balance at end of year $ 0 $ 0 $713,000
=========== ========== ========
- --------------------
(a) Elimination of reserves relating to real estate recognized as sold in 1996.
12
<PAGE>
Thackeray Corporation and Subsidiaries
Real Estate and Accumulated Depreciation
For the years ended December 31, 1997, 1996 and 1995 Schedule III
<TABLE>
<CAPTION>
Gross amount Life on which
Cost at which depreciation in
Initial capitalized carried latest income
cost to the subsequent to at close Accumulated Date of Date statement
Description Encumbrances Company acquisition of period depreciation construction acquired is computed
- ----------- ------------ ----------- ----------- ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
218 Acres of unimproved
land, Orlando, Florida None $5,331,000 $0 $5,331,000 $0 N/A 1981 N/A
Land Leased to others, None 425,000 0 425,000 0 N/A 1981 N/A
------- - ------- -
Miami, Florida
Totals $5,756,000 $0 $5,756,000 $0
========== == ========== ==
1997 1996 1995
---- ---- ----
Balance at Beginning of
period $5,756,000 $7,059,000 $7,139,000
Cost of real estate sold 0 1,303,000 0
Provision for possible
losses on real estate 0 0 80,000
- - ------
Balance at End of period $5,756,000 $5,756,000 $7,059,000
========== ========== ==========
</TABLE>
Note to Column E - Federal tax basis is the same as book basis.
13
<PAGE>
EXHIBIT INDEX
TO
THACKERAY CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1997
Exhibit No. Description of Document
- ----------- -----------------------
3(a)(i) -- Certificate of Incorporation of the Company. (1)
3(a)(ii) -- Certificate of Designation of $4.15 Cumulative Preferred
Stock. (2)
3(a)(iii) -- Amendment to Certificate of Incorporation of the Company. (3)
3(b) -- By-laws of the Company. (1)
10(a) -- Agreement of Limited Partnership of BT Orlando Limited
Partnership, dated May 20, 1996, among BEF, Inc.,
Brennand-Paige Industries, Inc., BT Partnership and EST
Orlando, Ltd. (4)
10(b) -- Number 2 Partnership Letter Agreement, dated May 20, 1996,
between the Company and Belz Investco L.P. (4)
11 -- Statement re Computation of Per Share Data.*
13 -- The Company's 1997 Annual Report to Stockholders.*
21 -- Subsidiaries of the Company.*
27 -- Financial Data Schedule.*
- ---------------------
* Filed herewith
(1) Incorporated by reference to the Company's Registration Statement on Form
S-14 (SEC File No. 2-73435).
(2) Incorporated by reference to the Company's Registration Statement on Form
S-11 (SEC File No. 2-84299).
(3) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992.
(4) Incorporated by reference to the Company's Proxy Statement, dated August 5,
1996.
14
EXHIBIT 11
THACKERAY CORPORATION
STATEMENT RE COMPUTATION OF PER SHARE DATA
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
PRIMARY AND FULLY DILUTED
-------------------------
1997 1996 1995
---- ---- ----
Weighted average shares outstanding
during the year 5,107,401 5,107,401 5,107,401
Net Income (loss) attributable to
common stock:
Continuing Operations $751,000 $594,000 ($719,000)
Discontinued Operations - - (1,216,000)
---------- ---------- -----------
$751,000 $594,000 ($1,935,000)
========== ========== ===========
Net Income (loss) Per Share
Continuing Operations $.15 $.12 ($.14)
Discontinued Operations - - (.24)
----- ----- -----
$.15 $.12 ($.38)
===== ===== =====
EXHIBIT 21
SUBSIDIARIES OF THACKERAY CORPORATION
NAME OF CORPORATION STATE OF INCORPORATION
- ------------------- ----------------------
Wholly-Owned by Thackeray Corporation
- -------------------------------------
Brennand-Paige Industries, Inc. Delaware
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from
the financial statements contained in the body of the accompanying
Form 10-K and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 5,156,000
<SECURITIES> 0
<RECEIVABLES> 456,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,564,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 619,000
<OTHER-SE> 10,480,000
<TOTAL-LIABILITY-AND-EQUITY> 11,564,000
<SALES> 0
<TOTAL-REVENUES> 64,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 429,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 766,000
<INCOME-TAX> 15,000
<INCOME-CONTINUING> 751,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 751,000
<EPS-PRIMARY> .15
<EPS-DILUTED> .15
</TABLE>
