FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
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 0-768
GARMENT CAPITOL ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership 13-6083208
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, New York, New York 10165
(Address of principal executive offices)
(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 13 of this Report.
Number of pages (including exhibits) in this filing: 13<PAGE>
2.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Garment Capitol Associates
Condensed Statement of Income
(Unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
Income:
Basic rent, from a related
party (Note B) $ -0- $ -0- $ -0- $260,780
Dividend income -0- 10,972 -0- 10,983
Interest income -0- -0- -0- 87,951
--------- --------- --------- ---------
Total operating income -0- 10,972 -0- 359,714
--------- --------- --------- ---------
Expenses:
Interest on mortgage -0- -0- -0- 72,101
Interest on loan -0- -0- -0- 74,082
Supervisory services, to a
related party (Note C) -0- -0- -0- 10,625
Amortization of mortgage
refinancing costs -0- -0- -0- 25,838
--------- ---------- --------- ----------
Total expenses -0- -0- -0- 182,646
--------- ---------- --------- ----------
Income from operations -0- $ 10,972 -0- $177,068
Gain on sale of property
on March 27, 1997 -0- -0- -0- 28,361,528
--------- ---------- -------- ----------
Net income for period -0- $ 10,972 -0- $28,538,596
========= ========== ======== ===========
Earnings per $5,000 partici-
pation unit, based on 1,050
participation units outstand-
ing during the year $ -0- $ 10.45 -0- $27,179.62
========== ========== ========= ==========
Distributions per $5,000 parti-
cipation unit consisted of the
following:
Income $ -0- $ -0- -0- $25,904.10
========= ========= ========== ==========
As of June 30, 1997, the investment of the Participants had been repaid
in full. As of June 30, 1998, the Participants continue to hold pro rata
interests in Registrant based on the original participating interests.<PAGE>
3.
Garment Capitol Associates
Condensed Balance Sheet
(Unaudited)
Assets June 30, 1998 November 30, 1997
Escrow Account held by
Wien & Malkin LLP $ 213,374 $ 206,894
---------- ----------
Total assets $ 213,374 $206,894
========== ==========
Liabilities
Accrued legal costs reserved
re: pending litigation con-
cerning sale of real estate $ 213,374 $ 206,894
---------- ----------
Total liabilities 213,374 206,894
---------- ----------
Capital:
June 30, 1998 -0- -0-
November 30, 1997 -0- -0-
---------- ----------
Total liabilities and capital:
June 30, 1998 $ 213,374 -0-
November 30, 1997 -0- $ 206,894
========== ==========<PAGE>
4.
Garment Capitol Associates
Condensed Statement of Cash Flows
(Unaudited)
January 1, 1998 January 1, 1997
through through
June 30, 1998 June 30, 1997
Cash flows from operating activities:
Net income $ -0- $ 28,538,596
Adjustments to reconcile net income
to cash provided by operating
activities:
Amortization of mortgage refinancing costs -0- 25,838
Gain on sale of property -0- (28,361,528)
Changes in operating liabilities:
Change in accrued interest payable -0- (45,790)
Change in prepaid interest -0- -0-
---------- -----------
Net cash provided by
operating activities -0- 157,116
---------- -----------
Cash flows from investing activities:
Advances to lessee -0- (11,899)
Payments from lessee -0- 2,863,433
Proceeds from sale of property -0- 30,861,528
---------- -----------
Net cash provided by investing activities -0- 33,713,062
---------- -----------
Cash flows from financing activities:
Cash distributions -0- (27,199,304)
Principal payments on first mortgage -0- (5,785,947)
Change in due from lessee -0- -0-
---------- -----------
Net cash used in financing activities -0- (32,985,251)
---------- -----------
Net increase in cash -0- 884,927
Cash, beginning of period -0- 115,992
---------- ----------
Cash, end of period $ -0- $1,000,919
========== ==========
January 1, 1998 January 1, 1997
through through
June 30, 1998 June 30, 1997
Cash paid for:
Interest $ -0- $ 191,973
=========== ===========<PAGE>
Garment Capitol Associates 5.
June 30, 1998
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 state-
ment 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
presented therein not misleading.
Note B - Interim Period Reporting
The results for the interim period are not necessarily
indicative of the results to be expected for a full year.
Registrant was organized on January 10, 1957. On May 1,
1957, Registrant acquired fee title to the Garment Capitol
Building (the "Building") and the land thereunder, located at
498 Seventh Avenue, New York, New York (the "Property").
Registrant's partners are Peter L. Malkin, Thomas N. Keltner, Jr.
and Richard A. Shapiro (collectively the "Partners"), each of whom
also acts as an agent for holders of participations in their
respective partnership interests in Registrant (the
"Participants"). As described below, the Property has been sold,
Registrant has been terminated for tax purposes, and distributions
from sale proceeds have been made to the Participants.
Registrant did not operate the Property. Registrant
leased the Property to 498 Seventh Avenue Associates (the
"Original Lessee") under a net operating lease (the "Operating
Lease") which commenced as of May 1, 1957 and was scheduled to
expire on April 30, 2007.
In 1994 and 1995, the Original Lessee made capital calls
on its partners in the aggregate amount of $1,300,000 to defray
certain operating expenses and improvement costs at the Property.
Despite these new capital infusions, however, the Original Lessee
concluded that to return the Property to profitability would
require a very large additional capital investment, estimated by
the Original Lessee to be as high as $16,000,000. Therefore, on
December 29, 1995, in accordance with the terms of the Operating<PAGE>
Garment Capitol Associates 6.
June 30, 1998
Lease, the Original Lessee assigned the Operating Lease to
4987 Corporation (the "New Lessee"), thereby effectively
terminating the liability of the Original Lessee and its partners
under the Operating Lease. The shares in the New Lessee were
owned by the partners in the Original Lessee, except that a sub-
stantial portion of the shares originally owned by Peter L. Malkin
is held for the benefit of members of his family but he retains
voting control.
The New Lessee had paid basic rent under the Operating
Lease through March 27, 1997, the date of the sale of the
Property, as hereinafter described. Registrant applied these
rents to cover (1) its monthly mortgage payments to the Apple Bank
for Savings ("Apple Bank") on Registrants' fee mortgage on the
Property (the "Mortgage Loan"), (2) its monthly fee for supervi-
sory services and (3) its distributions to the Participants in
Registrant. The New Lessee did not pay the New York City real
estate taxes and Business Improvement District ("BID") assessments
in the amounts of $936,180.00 and $29,695.14, respectively, and
certain other minor assessments and charges aggregating less than
$1,500, all of which were due on January 1, 1996 or shortly there-
after. The New Lessee also failed to pay the New York City real
estate taxes and BID assessments in the amounts of $1,053,254.50
and $28,529.26, respectively, which were due on July 1, 1996 and
$740,845.50 and $28,529.26, respectively, which were due on
January 1, 1997. As a result, although payment of the January 1,
1996 and July 1, 1996 and January 1, 1997 real estate taxes and
BID assessments has been made as described below, the New Lessee
was in default of the Operating Lease as of January 1, 1996.
The New Lessee requested that Registrant forbear from
exercising its rights and remedies under the Operating Lease,
including termination of the Operating Lease, by reason of the
failure to pay the January 1, 1996 and July 1, 1996 real estate
taxes and BID assessments, while management of Registrant
solicited the consent of the Participants to a sale of the
Property (the "Solicitation"). On July 26, 1996, the Partners
mailed to the Participants a STATEMENT ISSUED BY THE AGENTS IN
CONNECTION WITH THE SOLICITATION OF CONSENTS OF THE PARTICIPANTS
(the "Statement") requesting their authorization for a sale of the
Property and forbearance in favor of the New Lessee. The details
of the Partners' proposal are provided in the Definitive Proxy
Statement which was filed with the Securities and Exchange
Commission as Schedule 14-A on July 25, 1996, and is incorporated
herein by reference. If Registrant did forbear, the New Lessee
agreed to cooperate fully with Registrant in connection with the
sale of the Property and to continue to perform its other obliga-
tions under the Operating Lease, including payment of Basic Rent,
to enable Registrant to continue its monthly distributions to the
Participants, pay its supervisory fee and pay its monthly mortgage
obligation. The continuation of the Operating Lease was also to<PAGE>
Garment Capitol Associates 7.
June 30, 1998
serve to insulate Registrant from third party liabilities at-
tendant on property operations. Because the consent solicitation
program included the continuation of the Operating Lease with the
New Lessee, Registrant did not send a notice of default under the
Operating Lease based on the failure of the New Lessee to pay the
January 1, 1996 and July 1, 1996 real estate taxes and BID assess-
ments.
Although the failure to pay the January 1, 1996, July 1,
1996 and January 1, 1997 real estate taxes and BID assessments
also constituted a breach of Registrant's obligations under the
Mortgage Loan, Apple Bank had agreed to forbear from exercising
its rights and remedies during the period of the solicitation of
consents through a sale of the Property based on arrangements
consummated in March 1996 between the shareholders of the New
Lessee (or designees on their behalf) and Apple Bank to fund the
January 1, 1996 real estate taxes and BID assessments and certain
future real estate taxes and BID assessments on the Property
(together with the January 1, 1996 real estate taxes, the "Real
Estate Taxes") through protective advances under the Mortgage
Loan. The shareholders of the New Lessee (or designees on their
behalf) had personally borrowed from Apple Bank (a) on April 2,
1996, the sum of $1,012,274.18, equal to the January 1, 1996 real
estate taxes and BID assessments and interest thereon to the date
of the borrowing, and certain other minor city charges and
interest aggregating less than $1,500 and (b) on June 28, 1996,
the sum of $1,081,783.76 equal to the July 1, 1996 real estate
taxes and BID assessment and (c) on December 31, 1996, the sum of
$769,374.76 equal to the January 1, 1997 real estate taxes and BID
assessment. The April 2, 1996 borrowing was used to fund a pro-
tective advance by Apple Bank to pay the January 1, 1996 real
estate taxes and BID assessments, interest thereon and such minor
charges, through the purchase of a subordinate participating
interest in the Mortgage Loan in such amount. The June 28, 1996
and December 31, 1996 borrowings were used to fund protective
advances by Apple Bank to pay, respectively, the July 1, 1996 and
January 1, 1997 Real Estate Taxes and BID assessments through the
purchase of additional subordinate participating interests in the
Mortgage Loan in such amounts. Interest and principal required to
be paid on the protective advances and on any future protective
advances have been paid by the New Lessee.
On January 29, 1997, Registrant received the consent of
the Participants for the sale and forbearance program and for the
liquidation of Registrant, as described in the Statement. See
Note C and Item 2 hereof for a description of the services
rendered by, and compensation paid to, Counsel and for a
discussion of certain relationships which may pose actual or
potential conflicts of interest among Registrant, Original Lessee,
New Lessee and certain of their respective affiliates.<PAGE>
Garment Capitol Associates 8.
June 30, 1998
Registrant, together with the New Lessee, entered into a
contract with George Comfort & Sons, Inc., as Agent, and Tirrem
Management Company, Inc., collectively as Purchasers, to sell the
Property to the Purchasers for $42,000,000, subject to adjustments
(the "Contract of Sale"). The sale closed as of March 27, 1997.
After priority allocation for certain payments, as more particu-
larly described in the Statement, net sale proceeds of $34,885,810
were allocated between Registrant and the New Lessee pursuant to
the formula described in the Statement, as approved by the
Participants. From its share of the proceeds, Registrant had made
an initial distribution on March 31, 1997 of $27,000,000 to the
Participants, and each holder of an original $10,000 Participa-
tion, as reduced to $5,000, received an initial distribution of
sale proceeds of $25,714, which included the return of the
Participant's remaining original capital investment. On July 23,
1997, an additional distribution of $800,000 ($761.90 per $5,000
participation unit) was made to the Participants out of the
proceeds of sale.
Based on advice from legal counsel, the partnership was
terminated for tax purposes on November 30, 1997. At the time of
termination, Registrant was still involved in litigation. In
order to provide for the anticipated costs of the litigation, an
escrow account, in the amount of $213,374 is being held by
counsel.
Note C - Supervisory Services
Registrant paid Counsel for supervisory services and
disbursements (i) the basic payment of $42,500 per annum ("Basic
Payment"); (ii) an additional annual basic payment of the first
$37,500 of Additional Rent paid by Lessee in any lease year
("Additional Basic Payment"); and (iii) an additional payment of
10% of all distributions to Participants in any year from Basic
Rent and Additional Rent in excess of the amount representing a
return at the rate of 18% per annum on their remaining cash in-
vestment in any year (the "Additional Payment"). The Additional
Basic Payment was payable in each year only from Additional Rent
received by Registrant from New Lessee. If Additional Rent in any
year was inadequate to cover the Additional Basic Payment, such
deficiency was payable in the following year in which Additional
Rent was sufficient.
No remuneration was paid during the six month period
ended June 30, 1998 by Registrant to any of the Partners as such.
Pursuant to the fee arrangements described herein, Registrant paid
Counsel $21,360 during the eleven month period ended November 30,
1997. Registrant also paid Counsel $10,625 of the Basic Payment
for supervisory services for the six month period ended June 30,
1997.<PAGE>
Garment Capitol Associates 9.
June 30, 1998
The supervisory services provided to Registrant by
Counsel included legal, administrative and financial services.
The legal and administrative services included acting as general
counsel to Registrant, maintaining all of its partnership and
Participant records, performing physical inspections of the
Building, reviewing insurance coverage and conducting annual
partnership meetings. Financial services included monthly receipt
of rent from the New Lessee, payment of monthly and additional
distributions to the Participants, payment of all other disburse-
ments, confirmation of the payment of real estate taxes, active
review of financial statements submitted to Registrant by the New
Lessee and financial statements audited by and tax information
prepared by Registrant's 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.
Counsel did not receive a Supervisory Fee based on sale
proceeds allocated to Registrant but has been paid for its legal
services in connection with the Statement and in connection with
the sale. Counsel has also been paid legal fees by the New Lessee
for various work in 1996 and 1997.
The respective interests of Messrs. Malkin, Keltner, and
Shapiro, if any, in Registrant arose solely from the ownership of
their respective participations in Registrant and Mr. Malkin's
interests in the New Lessee. The Partners receive no extra or
special benefit not shared on a pro rata basis with all other
Participants in Registrant or partners in the New Lessee.
However, each of the Partners, by reason of his respective
interest in Counsel, is entitled to receive his share of payments
in respect of supervisory services and in respect of any legal
fees or other remuneration paid to Counsel for legal and
supervisory services rendered to Registrant and the New Lessee.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Registrant was organized solely for the purposes of
acquiring the Property subject to the Operating Lease. Registrant
was required to pay from Basic Rent the mortgage charges and
supervisory services and to distribute the balance of such Basic
Rent to the Participants. Pursuant to the Operating Lease, the
holder of the leasehold interest thereunder had sole responsibil-
ity for the condition, operation, repair, maintenance and manage-
ment of the Property. Registrant did not maintain substantial
reserves or otherwise maintain liquid assets to defray any
operating expenses of the Property. Registrant's results of
operations were affected primarily by the amount of rent payable
to it under the Operating Lease. <PAGE>
Garment Capitol Assocates 10.
June 30, 1998
Registrant is aware of the following events. The
Original Lessee operated the Property at a substantial loss during
the years ended December 31, 1995 and December 31, 1994. In 1994
and 1995, the Original Lessee made capital calls on its partners
in the aggregate amount of $1,300,000 to defray certain operating
expenses and improvement costs at the Property.
The downturn and changes in methods of operations in the
garment industry had a major impact on the Property and its
operations and profitability. Registrant had been advised that
the loss of tenants at the Property and the related reduction in
rent received were primarily due to insolvencies affecting tenants
in the garment business and reduced demand for space.
The New Lessee had the right to abandon or assign its
interest in the Operating Lease (see Item 1 above).
As a result of the Sale, on July 23, 1997, Registrant
made a final distribution to the Participants of the remaining
sales proceeds. At the closing of the sale pursuant to the
Contract of Sale, the interests of Registrant, as lessor, and the
New Lessee, as lessee, under the Operating Lease were assigned to
the purchaser and the Operating Lease was terminated. There were
no additional regular monthly distributions following the distri-
bution on April 1, 1997 in respect of March 1997 rent under the
Operating Lease.
Liquidity and Capital Resources
N/A
Inflation
Inflationary trends in the economy did not directly
affect Registrant's operations, since as noted above, Registrant
did not actively engage in the operation of the Property.
Inflation may have affected the operations of the New Lessee. The
New Lessee was required to pay Basic Rent, regardless of the
results of its operations. Inflation and other operating factors
affected only the amount of Additional Rent payable by the New
Lessee, which was based on the New Lessee's net operating profit. <PAGE>
Garment Capitol Associates 11.
June 30, 1998
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Property of Registrant is the subject of the follow-
ing pending litigation:
On October 4, 1996, the alleged holder of three
participation interests in Registrant brought suit in the U.S.
District Court for the Southern District of New York against the
New Lessee, the Original Lessee, the partners in Registrant, and
Counsel. Registrant is a nominal defendant. The suit claims that
defendants violated the anti-fraud provisions of the federal
securities laws and committed breaches of fiduciary duty and fraud
in relation to the Solicitation for the sale and forbearance
program and for liquidation of Registrant. The suit is styled as
a class action, but the plaintiff has not applied for class
certification to date. The suit seeks to enjoin the allocation of
sale proceeds to the New Lessee approved by the Participants,
money damages and related relief. Defendants responded to the
complaint with a motion seeking dismissal of the action in its
entirety. The Court granted that motion and dismissed the action
by order and decision dated December 8, 1997. Plaintiff's appeal
of that order is pending. The complaint does not seek any relief
against Registrant, and, accordingly, Registrant's litigation
counsel is of the opinion that no loss or other unfavorable
outcome of the action against Registrant is anticipated. In
accordance with the Solicitation, sale proceeds were allocated to
repay the Fee Mortgagee the protective advances as well as all
other sums then outstanding on the Fee Mortgage. Pursuant to an
agreement between counsel for the plaintiff in the 1996 proceeding
and counsel for the defendants, net sale proceeds allocated to the
New Lessee in accordance with the formula set forth in the
Solicitation will not be distributed to the New Lessee, except
upon 30 days' notice to counsel for the plaintiff. Such allocated
proceeds are currently being held by Counsel in an interest
bearing account for the benefit of the New Lessee.
On March 13, 1997, the alleged holder of a fractional
participation interest in Registrant brought suit in the U.S.
District Court for the Southern District of New York against New
Lessee, Original Lessee, Registrant's Partners and Counsel.
Registrant is a nominal defendant. The suit is essentially
similar to the legal action described in the preceding paragraph,
alleging that defendants violated the federal proxy rules,<PAGE>
Garment Capitol Associates 12.
June 30, 1998
committed breaches of fiduciary duty and fraud in relation to the
Solicitation for the sale and forbearance program and for
liquidation of Registrant. The suit seeks to enjoin the alloca-
tion of sale proceeds to New Lessee approved by the Participants,
money damages and related relief. Defendants responded to the
complaint with a motion seeking dismissal of the action in its
entirety. The Court granted the motion and dismissed the action
by the same order and decision dated December 8, 1997 and referred
to in the preceding paragraph. Plaintiff's appeal of the order is
pending. The complaint does not seek any relief against
Registrant, and, accordingly, Registrant's litigation counsel is
of the opinion that no loss or other unfavorable outcome of the
action against Registrant is anticipated.
On July 24, 1997, a former holder of a 1.66% partnership
interest in the Original Lessee filed a complaint in New York
Supreme Court against Registrant, Original Lessee, New Lessee and
Peter L. Malkin, individually and as a partner or shareholder in
those entities. As against Registrant, the complaint alleges a
claim for damages or other relief based on the sale of the
Property and the allocation of sale proceeds to Registrant. An
answer for Registrant denying all allegations of liability and
damages asserted by plaintiff has been filed. The action is now
in the pretrial discovery stage.
Item 6. Exhibits and Reports on Form 8-K.
(a) The exhibits hereto are being incorporated by reference.
(b) Registrant has not filed any report on Form 8-K during
the quarter for which this report is being filed.<PAGE>
Garment Capitol Associates 13.
June 30, 1998
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 Powers of Attorney, dated
April 10, 1996 and May 14, 1998 (collectively, the "Power").
GARMENT CAPITOL ASSOCIATES
(Registrant)
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-fact*
Dated: August 14, 1998
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*
Dated: August 14, 1998
______________________
* Mr. Katzman supervises accounting functions for
Registrant.<PAGE>
Garment Capitol Associates 14.
June 30, 1998
EXHIBIT INDEX
Number Document Page*
3 (a) Registrant's Partnership Agreement, dated
January 10, 1957, which was filed as
Exhibit No. 1 to Registrant's Registration
Statement on Form S-1 as amended (the
"Registration Statement") effective
February 13, 1957 and assigned File No. 2-
13034, is incorporated by reference as an
exhibit hereto.
3 (b) Amended Business Certificate of Registrant
effective as of January 1, 1996,
reflecting a change in the partners of
Registrant, which was filed as Exhibit
3(b) to Registrant's Annual Report on Form
10-K for the year ended December 31, 1995
and is incorporated by reference as an
exhibit hereto.
24 Powers of Attorney dated April 10, 1996
and May 14, 1998 between Partners of
Registrant and Stanley Katzman and Richard
A. Shapiro which were filed as Exhibit 24
to Registrant's 10-Q for the quarter ended
March 31, 1998 and is incorporated by
reference as an exhibit hereto.
______________________
* Page references are based on a sequential numbering system.<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Balance Sheet as of June 30, 1998 and the Statement Of Income
for the year ended June 30, 1998, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
</TABLE>
