MAJOR REALTY CORP, 10QSB, 1996-08-13

MAJOR REALTY CORP
10QSB, 1996-08-13
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)

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<PAGE> 1

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended June 30, 1996 Commission File No. 0-1748

MAJOR REALTY CORPORATION
------------------------
(Exact name of small business issuer as specified in its charter)

DELAWARE 59-0898509
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

5728 MAJOR BOULEVARD, ORLANDO, FLORIDA 32819
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: 407/351-1111

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 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
----- -----

At August 13, 1996, 6,893,378 shares of common stock of the issuer were
outstanding.

Transitional Small Business Disclosure Format (Check One): Yes No
----- -----

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<PAGE> 2

INDEX

<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Consolidated Balance Sheets at June 30, 1996 and
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Consolidated Statements of Operations for the
Six Months Ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . 4

Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . 5

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . 6

Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . 10

PART II - OTHER INFORMATION

Item 5. - Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Item 6. - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . 12

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>

2
<PAGE> 3

PART I - FINANCIAL INFORMATION

MAJOR REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1996 and December 31, 1995

(in thousands)

<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
----------- ---------
ASSETS (unaudited) (audited)
<S> <C> <C>
Cash and cash equivalents $ 320 $ 1,006
Mortgage note receivable 2,750 2,750
Land held for sale or development 5,137 5,121
Land under lease 171 171
Other assets 801 674
Income taxes receivable 7 -
------- -------
$ 9,186 $ 9,722
======= =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable - trade $ 98 $ 129
Accrued expenses 654 658
Income taxes payable - 78
Convertible mortgage note payable due to related party 5,064 5,064
Deferred income taxes 26 26
------- -------
5,842 5,955
------- -------

Stockholders' equity:
Series A Junior participating preferred stock -
$1.00 par value; authorized, 80,000 shares,
none outstanding - -
Common stock - $.01 par value; authorized,
12,000,000 shares; issued and outstanding,
6,893,378 shares 69 69
Capital in excess of par value 7,822 7,822
Accumulated deficit (4,547) (4,124)
------- -------

Total stockholders' equity 3,344 3,767
------- -------

TOTAL $ 9,186 $ 9,722
======= =======
</TABLE>

See Notes to Consolidated Financial Statements.

3
<PAGE> 4

MAJOR REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

(in thousands; except per share data)

<TABLE>
<CAPTION>
FOR THE THREE FOR THE SIX
------------- -----------
MONTHS ENDED: MONTHS ENDED:
------------- -------------
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Sales of real estate $ - $2,010 $ - $2,010
Lease income 33 38 66 77
Interest and other income 73 71 145 143
------ ------ ------ ------

Total revenues 106 2,119 211 2,230
------ ------ ------ ------

Costs and Expenses:
Cost of real estate sold:
Improved and unimproved land - 561 - 561
Commissions & other expenses - 80 - 80
Selling, general and administrative 185 202 361 476
Interest cost 136 277 273 602
------ ------ ------ ------

Total costs and expenses 321 1,120 634 1,719
------ ------ ------ ------

Income (loss) before provision for income taxes (215) 999 (423) 511
Provision for income taxes - - - -
------ ------ ------ ------

Net income (loss) $ (215) $ 999 $ (423) $ 511
====== ====== ====== ======

Net loss per common share $ (.03) $ .14 $ (.06) $ .07
====== ====== ====== ======

Average number of
common and common
equivalent shares outstanding 6,893 6,893 6,893 6,893
====== ====== ====== ======
</TABLE>

See Notes to Consolidated Financial Statements.

4
<PAGE> 5

MAJOR REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1996 and 1995
(unaudited)

(in thousands)

<TABLE>
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (423) $ 511
------ ------
Adjustments to reconcile net loss to net
cash used for operating activities:
Depreciation and amortization 13 98
Net gain on sales of real estate - (1,369)
Increase in other assets and other receivables (139) (178)
Increase in income taxes receivable (7) -
Change in deferred income taxes - (10)
Decrease in income taxes payable (78) -
Decrease in accounts payable
and accrued expenses (35) (277)
------ ------
Total adjustments (246) (1,736)
------ ------
Net cash used for operating activities (669) (1,225)
------ ------

Cash flows from investing activities:
Additions to land held for sale or development (16) (88)
Proceeds from the sale of land held for sale
or development - 620
Purchase of equipment (1) -
------ ------

Net cash (used for) provided by
investing activities (17) 532
------ ------

Cash flows from financing activities:
Proceeds from mortgage notes payable - 1,667
Principal payments of mortgage
notes payable - (622)
Increase in restricted cash - (344)
------ ------
Net cash provided by
financing activities - 701
------ ------

Net decrease in cash and cash equivalents (686) (8)
Cash and cash equivalents at beginning
of period 1,006 244
------ ------
Cash and cash equivalents at end of period $ 320 $ 252
====== ======
</TABLE>

See Notes 3 and 4 for non-cash activities.
See Notes to Consolidated Financial Statements

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<PAGE> 6

MAJOR REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 - Consolidated Financial Statements

The interim consolidated financial statements for Major Realty
Corporation and its subsidiaries (the "Company") are unaudited and should be
read in conjunction with the financial statements and notes thereto contained
in the Company's Form 10-KSB Annual Report for the year ended December 31,
1995.

In the opinion of management, all adjustments (which include only
normal recurring adjustments except as otherwise disclosed) necessary to
present fairly the financial position, results of operations and cash flows for
the interim periods reported herein have been made. Interim financial
statements are not necessarily indicative of the results which may be reported
for the year ended December 31, 1996.

Note 2 - Per Share Data

Per share data is computed by dividing net loss by the weighted
average number of shares of common stock and common stock equivalents
outstanding during each period. Common stock equivalents include shares
issuable on the exercise of stock options net of shares assumed to have been
purchased from the proceeds. For the six months ended June 30, 1996 and 1995,
common stock equivalents have been excluded from the computation since their
effect would be antidilutive.

Note 3 - Land Held for Sale or Development

During May, 1995, the Company sold 6.12 acres of vacant land at the
northwest intersection of Major Boulevard and Vineland Road in Orlando, Florida
to Bara Vineland, Inc for $2,100,000. The Buyer had previously made a $50,000
deposit which became non-refundable during December, 1994. Additional cash in
the amount of $650,000 was received at closing and was used to retire Company
debt and for operations. The balance of the purchase price, $1,310,000, was
represented by a promissory note originally due in May, 1996. The note was
satisfied at a discount during October, 1995 for $1,234,000. The difference
between the original amount of the promissory note and the satisfaction amount
has been included in cost of real estate sold.

(Continued)

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MAJOR REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 3 - Land Held for Sale or Development (continued)

During August, 1995, the Company sold 12.95 acres of multi-family land
located at the northeast corner of Cason Cove Road and Mission Road in Orlando
for $1,000,000 to National HealthCare, L.P. The sales price was paid in cash
at closing. Proceeds from the sale were used to retire Company debt and for
Company operations.

During September, 1995, the Company sold 10.36 acres of commercial
land located at the northeast intersection of Interstate 4 and Kirkman Road in
Orlando to Cracker Barrel Old Country Store, Inc. ("Cracker Barrel") for
$6,280,000. The Company received $2,700,000 cash at closing plus a $3,580,000
mortgage which was due in two equal payments, one in April 1996 and the other
in April 1997. On March 27, 1996, Cracker Barrel formally notified the Company
of its intent to default on the mortgage note and reconvey the property to the
Company. Consequently, the Company recorded the sale of only 4.0 acres of land
for $2,700,000 during 1995 and included the cost of the remaining 6.36 acres of
land subject to the sale as "Land held for sale or development" at December 31,
1995. Approximately $2,000,000 of the net proceeds was used to repay company
debt.

During September, 1995, the Company sold 1.38 acres of commercial land
located at the northwest corner of the intersection of Conroy Road and Vineland
Road in Orlando for $750,000 to San Alto Construction for the construction of a
7-11. The sales price was paid in cash at closing. Proceeds from the sale
were used to retire company debt and for company operations.

During September, 1995, the Company sold 1.06 acres located at the
southeast corner of Vineland Road and Major Boulevard in Orlando to Orlando
Foods, Ltd. for the construction of a Wendy's fast food restaurant for
$350,000. The sales price was paid in cash at closing.

During February, 1996, the Company signed a contract for approximately
$403,000, for approximately 2.31 acres of commercial property located at the
northwest corner of the intersection of Conroy Road and Vineland Road in
Orlando. The contract is scheduled to close in August, 1996.

During August, 1996, the Company signed a contract for approximately
$1,050,000, for the sale of approximately 2.5 acres of commercial property
located on the west side of Major Boulevard in Orlando. The Buyer has made a
$40,000 deposit and has a 90 day inspection period to determine if it wishes to
proceed with the contract. If the Buyer elects to proceed an additional
$50,000 deposit will be required with the closing anticipated in February 1997.

7
<PAGE> 8

MAJOR REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 4 - Related Party Transactions

On March 25, 1992, the Company entered into a loan agreement (the
"Loan Agreement") with Valassis Enterprises, L.P. ("Enterprises"), a Delaware
limited partnership controlled by George F. Valassis, a 9.7% shareholder,
pursuant to which Enterprises made a loan in the amount of $3 million, a
substantial portion of which was used by the Company to pay 1991 real estate
taxes due on March 31, 1992. Charlotte Drake Apartments, Inc. ("Apartments"),
a Maryland corporation and affiliate of Allied Domecq Pension Funds, a 6.46%
shareholder of the Company, participated in Enterprises' loan to the Company
pursuant to arrangements between it and Enterprises. There was no contractual
relationship between the Company and Apartments.

On September 25, 1992, Acceptance Insurance Companies, Inc.
("Acceptance"), f/k/a Stoneridge Resources, Inc., the Company's principal
shareholder, acquired two promissory notes made by the Company in 1990 in favor
of The Major Group, Inc. ("Major Group"), at that time a 51% owned subsidiary
of Acceptance.

During February, 1995, the Company entered into a loan arrangement
with Acceptance whereby Acceptance acquired the Company's promissory note and
mortgage to Enterprises of $282,000, including accrued interest, and provided
additional funds which were used to repay the two promissory notes acquired by
Acceptance from Major Group in the aggregate amount of $103,000, including
accrued interest, fund the interest reserve of $770,000 on the Company's
mortgage loan with Citizens Fidelity Bank and Trust Company, now known as PNC
Bank, Kentucky, Inc. (the "PNC Bank Note"), pay real estate taxes in the amount
of $327,000, pay loan closing and extension costs of $75,000 and provide
working capital of approximately $43,000.

During October, 1995, Acceptance acquired the PNC Bank Note and
entered into a debt restructuring agreement with the Company for the Company's
$5,064,000 debt to Acceptance ($747,000 due from the February 1995, loan plus
the outstanding balance of approximately $4,317,000 of the PNC Bank Note). The
interest rate on the restructured loan is prime plus 1.5%, and interest is
payable quarterly in arrears. The maturity of the loan which prior to the
restructuring was January 31, 1996, was extended to May 1, 1998, unless there
is a change in control prior to such time, in which event the maturity of the
loan will be accelerated. The Company's indebtedness to Acceptance is secured
by a first mortgage on substantially all of the Company's property, including
the certain notes and mortgages payable to the Company from third parties.
Subject to the Company's right to repay the

(Continued)

8
<PAGE> 9

MAJOR REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 4 - Related Party Transactions continued:

note, the outstanding principal amount of the note (or any portion thereof),
plus accrued but unpaid interest, is convertible into Common Stock at the
option of Acceptance at any time upon 20 days prior notice, based upon a price
per share equal to the average closing price of the Common Stock during the
30-day period immediately preceding the date of Acceptance's notice of its
election to convert. The note to Acceptance is collateralized by a first
mortgage on substantially all of the Company's property.

On April 12, 1996, the Company received permission from Acceptance to
defer the quarterly interest payments due to Acceptance in 1996 in the event
the Company's cash flow is insufficient to make such payments, pending the
receipt of funds from the sale of additional properties or other sources. All
such deferred interest payments must be paid no later than January 2, 1997.
The quarterly interest due for the quarter ended June 30, 1996, was $125,000
and has been accrued. The total accrued unpaid interest for 1996 is $251,000.

David L. Treadwell, the Company's Chairman of the Board and Chief
Executive Officer, is also a member of the board of directors of Acceptance.
Mr. Treadwell performs services pursuant to an employee lease agreement (the
"Agreement") with Heritage Network, Incorporated ("Heritage"), his primary
employer. To assist the Company's cash flow, Heritage agreed to a deferral of
$75,000 of the $100,000 annual fee due under the Agreement, pending the closing
of future property sales or other transactions. Under three amendments to the
Agreement, the original term of the Agreement was extended through March 31,
1996, and, beginning on December 31, 1994, interest on all deferred amounts at
the rate of twelve percent (12%) per annum began to accrue. Under a fourth
amendment to the Agreement effective April 1, 1996, the fee to Heritage is
reduced to $25,000 per annum, payable monthly, plus a success fee of .5% with
respect to transactions consummated during the term of the Agreement and
transactions contracted for which are closed within a specified period of time
after termination of the Agreement. The renewal extends the term of the
Agreement until March 31, 1997.

On February 13, 1996, the Company paid Heritage $142,000, which
included the deferred payment due as of December 31, 1995, in the amount of
$131,000, and interest accrued in the amount of $11,000 as of the same date.

9
<PAGE> 10

Item 2. - Management's Discussion and Analysis of
Financial Condition and Results of Operations

RESULTS OF OPERATIONS

NET LOSS

The Company recorded a net loss of $215,000, or ($.03) per share for
the three months ended June 30, 1996, as compared to net income of $999,000,
or $.14 per share for the same three month period in 1995. The 1996 net
loss was due to the fact the Company had no land sales during the period. The
1995 net income for the same period was due to a 6.12 acre land sale.

REVENUES

Substantially all of the Company's revenues for the three months ended
June 30, 1996, were generated by a ground lease and interest on a mortgage note
receivable. Revenues for the same three month period of 1995 were generated by
a $2,100,000 land sale, a ground lease and interest on a mortgage note
receivable.

COSTS AND EXPENSES

For the three months ended June 30, 1996, selling, general and
administrative costs were $185,000, as compared to $202,000 during the
comparable period of the prior year. The decrease was due primarily to the
Company's efforts to keep operating and other costs at a minimum.

Interest costs for the three months ended June 30, 1996, and June 30,
1995, were $136,000 and $277,000, respectively. For the six months periods
ended June 30, 1996 and June 30, 1995, such costs were $273,000 and $602,000,
respectively. The decreases were due to the reduction of the Company's mortgage
notes payable as a result of several land sales that occurred during the third
quarter of 1995, a portion of the proceeds of which were used to reduce the
Company's mortgage note payable.

FINANCIAL CONDITION AND LIQUIDITY

The Company relies on internal sources of capital to meet its
operating and debt service requirements. Current internal sources of funds are
cash on hand, proceeds from land sales and lease payments. Due to adverse
economic conditions prevalent in the real estate and financial markets,
development activities with respect to the Company's properties have been
significantly reduced, with none of the Company's properties currently
designated for any significant above-ground development activity.

On June 30, 1996, the Company was indebted to Acceptance pursuant to a
loan restructure arrangement entered into on October 18, 1995, in the amount of
$5,064,144, comprised of $747,313 due to Acceptance under the terms of a
February 1995 restructuring and $4,316,881 previously owed to Citizens Fidelity
Bank and Trust Company, now known as PNC Bank, Kentucky, Inc. ("PNC"), which
indebtedness was acquired by Acceptance immediately prior to the restructuring.
The aggregate indebtedness of the restructured loan

10
<PAGE> 11

is represented by a single promissory note, due May 1, 1998, unless there is a
change in control of the Company prior to such time, in which event the
maturity of the loan will be accelerated. The interest rate on the
restructured loan is prime plus 1.5%, and interest is payable quarterly in
arrears. Subject to the Company's right to prepay the note, the outstanding
principal amount of the note (or any portion thereof), plus accrued but unpaid
interest, is convertible into common stock of the Company at the option of
Acceptance at any time upon 20 days prior notice, based upon a price per share
equal to the average closing price of the common stock during the 30-day period
immediately preceding the date of Acceptance's notice of its election to
convert. The Company's indebtedness to Acceptance is secured by a first
mortgage on substantially all of the Company's property, including the certain
notes and mortgages payable to the Company from third parties. The accrued
interest due on January 1, 1996, was $106,391. This amount was paid on January
17, 1996. See "Note 4 - Related Party Transactions" to Notes to Consolidated
Financial Statements. The Company did not make the $126,000 quarterly interest
payment due on April 1, 1996 to Acceptance and has obtained permission to defer
the quarterly interest payments due in 1996 to Acceptance on its $5.1 million
mortgage note in the event the Company's cash flow is insufficient to make such
payments, pending the receipt of funds from the sale of additional properties
or other sources. All such deferred interest payments must be paid no later
than January 2, 1997. The quarterly interest due June 30, 1996 is $125,000 and
will be deferred. The deferred interest for 1996 is $251,000.

During September, 1995, the Company sold 10.36 acres of commercial
land located in Orlando, Florida, to Cracker Barrel Old Country Store, Inc.
("Cracker Barrel") for $6,280,000. The Company received $2,700,000 cash at
closing plus a non-interest bearing $3,580,000 non-recourse purchase money
promissory note and mortgage providing for two equal payments, one in April
1996 and the other in April 1997. On March 27, 1996, the Company received
written notification from Cracker Barrel of its intent to default on the
mortgage note and reconvey the property to the Company. The mortgaged property
was reconveyed to the Company by deed recorded on June 21, 1996.

Under an amendment to the employee lease agreement with Heritage
Network, Incorporated ("Heritage"), effective April 1, 1996, pursuant to which
David L. Treadwell provides services to the Company as its Chairman of the
Board and Chief Executive Officer, the fee to Heritage was reduced to $25,000
per annum, payable monthly, plus a success fee of .5% with respect to
transactions consummated during the term of the Agreement and transactions
contracted for which are closed within a specified period of time after
termination of the Agreement. The renewal extends the term of the Agreement
until March 31, 1997. See "Note 4 - Related Party Transactions" to Notes to
Consolidated Financial Statements.

The Company's operations are dependent upon its ability to generate
sufficient cash flow to meet its obligations and operating costs on a timely
basis. Management believes that, with reduced operations and the deferrals
previously described, the Company has sufficient capital to allow it to
continue to meet its obligations through December 31, 1996. Thereafter,
operations will depend upon the Company's ability to obtain additional capital
through joint venture arrangements, additional loans, sales of additional
securities or additional properties, or some combination of the foregoing. All
deferred interest payments due to Acceptance on its $5.1 million loan, which
are estimated to be approximately $260,000 as of January 2, 1997 must be
paid no later than such date. There can be no assurance that the Company
will be able to secure sufficient funds to make

11
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such interest payments when due. The loan from Acceptance will be due on May
1, 1998, and there can be no assurance that the Company will be able to secure
sufficient funds to repay or refinance this loan.

PART II - OTHER INFORMATION

Item 5. - Other

None

Item 6. - Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit
Number Exhibit Description
------ -------------------

3.1 Certificate of Incorporation of the Company, as amended
(previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1987 and as
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987).

3.2 Bylaws of the Company, as amended (previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990).

4 Other instruments, notes or extracts from agreements defining
the rights of holders of long-term debt of the Company or its
subsidiaries have not been filed because (i) in each case the
total amount of long-term debt permitted thereunder does not
exceed 10% of the Company's consolidated assets, and (ii) the
Company hereby agrees that it will furnish such instruments,
notes and extracts to the Securities and Exchange Commission
upon its request.

10.1 Indemnity Agreement dated December 12, 1988, between the
Company and James R. Heistand (previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1988).

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10.2 Indemnity Agreements between the Company and Marilyn M.
Barnett, Harold J. Bresnan, Warren M. Cason, Charles L. Knight,
Alvin L. Lawing, Jr., Francis E. Sawyer, George A. Smathers,
Joseph H. Thomas, Edward W. Turville, Thomas E. Weaver and
Stanley Weintraub. The Agreements between the Company and
Harold J. Bresnan, Warren M. Cason, Charles L. Knight, Alvin L.
Lawing, Jr., Francis E. Sawyer, George A. Smathers, Joseph H.
Thomas, Edward W. Turville, Thomas E. Weaver and Stanley
Weintraub are substantially identical in all material respects
to the Agreement between the Company and Marilyn M. Barnett
(previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1987).

10.3 Form of Indemnity Agreement between the Company and its
directors and certain officers, as utilized since December 12,
1988, (previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1988).

10.4* Salary Continuation Agreement dated November 19, 1986, between
the Company and Alvin L. Lawing, Jr. (previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987).

10.5 Agreements dated July 8, 1982, between the Company and Oxford
Development Enterprises, Inc., as amended (previously filed as
an exhibit to Registration Statement Number 2-84680).

10.6 Agreement dated June 16, 1978, between the Company, American
Television and Communications Corporation and others
(previously filed as an exhibit to Registration Statement
Number 2-84680).

10.7* 1990 Stock Option Plan (previously filed as an exhibit to the
Company's Proxy Statement dated November 6, 1990, relating to
the Annual Meeting held on November 30, 1990).

10.8 Promissory Note dated April 30, 1991, given by Major Center, a
Joint Venture, a Florida general partnership (formerly known as
The Major-Pru Development Joint Venture), as Maker, to and in
favor of The Prudential Insurance Company of America, as Payee,
in the original principal sum of $31,000,000.00 (previously
filed as an exhibit to the Company's Current Report on Form 8-K
dated April 30, 1990).

10.9 Mortgage and Security Agreement securing the Promissory Note,
dated April 30, 1990, given by Major Center, a Joint Venture, a
Florida general partnership, as Mortgagor, to and in favor of
The Prudential Insurance Company of America, as Mortgagee, said
Mortgage and Security Agreement being filed in Orange County
and Hillsborough County, Florida (previously filed as an
exhibit to the Company's Current Report on Form 8-K dated April
30, 1990).

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<PAGE> 14

10.10 Assignment of Leases and Rents dated April 30, 1990, given by
Major Center, a Joint Venture, a Florida general partnership,
to and in favor of The Prudential Insurance Company of America,
said Assignment of Leases and Rents being filed in Orange
County and Hillsborough County, Florida (previously filed as an
exhibit to the Company's Current Report on Form 8-K dated April
30, 1990).

10.11 Assumption and Indemnification Agreement dated April 30, 1990,
by and between the Company, MPJV Corporation, a Florida
corporation for the benefit of The Prudential Insurance Company
of America, a New Jersey corporation (previously filed as an
exhibit to the Company's Current Report on Form 8-K dated April
30, 1990).

10.12 Loan Agreement dated as of October 11, 1989, between the
Company and Citizens Fidelity Bank and Trust Company (now known
as PNC Bank, Kentucky, Inc.), Louisville, Kentucky (previously
filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1989).

10.13 Indemnification Agreement dated April 30, 1990, by and between
Major Center, a Joint Venture, a Florida general partnership,
MPJV Corporation, a Florida corporation, and The Prudential
Insurance Company of America, a New Jersey corporation
(previously filed as an exhibit to the Company's Current Report
on Form 8-K dated April 30, 1990).

10.14 Mortgage Deed and Security Agreement granted October 11, 1989,
by the Company in favor of Citizens Fidelity Bank and Trust
Company, Louisville, Kentucky (previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1989).

10.15 Security Agreement dated November 30, 1990, granted by the
Company in favor of Citizens Fidelity Bank and Trust Company,
Louisville, Kentucky (previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990).

10.16 Amendment to Loan Agreement, dated as of November 30, 1990,
between the Company and Citizens Fidelity Bank and Trust
Company, Louisville, Kentucky (previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990).

10.17 Second Amendment to Loan Agreement, dated as of August 29,
1991, between the Company and Citizens Fidelity Bank and Trust
Company, Louisville, Kentucky (previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991).

10.18 Amendment to Mortgage Deed and Security Agreement, dated August
29, 1991, granted by the Company in favor of Citizens Fidelity
Bank and Trust Company, Louisville, Kentucky (previously filed
as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991).

14
<PAGE> 15

10.19 Loan Agreement, dated as of March 25, 1992, between the Company
and Valassis Enterprises, L.P. (previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991).

10.20 Agreement for Settlement and Termination of Management and
Advisory Agreement, dated as of March 25, 1992, between the
Company and The Major Group, Inc. (previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991).

10.21 Note, dated March 25, 1992, given by the Company to Valassis
Enterprises, L.P., in the original principal sum of
$3,000,000.00 (previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1991).

10.22 Note, dated March 25, 1992, given by the Company to The Major
Group, Inc. in the original principal sum of $1,000,000.00
(previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1991).

10.23 Note, dated March 25, 1992, given by the Company to The Major
Group, Inc. in the original principal sum of $514,581.00
(previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1991).

10.24 Second Mortgage and Security Agreement, dated as of March 25,
1992, given by the Company to The Major Group, Inc. and
Valassis Enterprises, L.P. (previously filed as an exhibit to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991).

10.25 Third Mortgage and Security Agreement, dated as of March 25,
1992, given by the Company to The Major Group, Inc. (previously
filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1991).

10.26 Hazardous Materials Indemnification Agreement, dated as of
March 25, 1992, between the Company and Valassis Enterprises,
L.P. (previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1991).

10.27 Hazardous Materials Indemnification Agreement, dated as of
March 25, 1992, between the Company and The Major Group, Inc.
(previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1991).

10.28 Citizens Agreement, dated as of March 25, 1992, among the
Company, Valassis Enterprises, L.P., The Major Group, Inc., and
Citizens Fidelity Bank and Trust Company (previously filed as
an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991).

15
<PAGE> 16

10.29 Lenders Agreement for Administration of and Joint Action with
Respect to Mortgages from Major Realty Corporation, dated March
25, 1992, among the Company, Valassis Enterprises, L.P. and The
Major Group, Inc (previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991).

10.30 Agreement Regarding Extension and Modification of Promissory
Note dated April 21, 1992, by and between Major Centre, A Joint
Venture, a Florida general partnership, and Prudential
Insurance Company of America (previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992).

10.31 Agreement Regarding Renewal, Extension and Modification of
Mortgage and Security Agreement dated April 21, 1992, by and
between Major Centre, A Joint Venture, a Florida general
partnership, and Prudential Insurance Company of America
(previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1992).

10.32 Agreement for Sale and Purchase between Major Centre, a Florida
general partnership, the Company, MPJV Corporation, a Florida
corporation, and Universal City Development Partners, a Florida
general partnership (previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992).

10.33 Second Mortgage and Security Agreement dated June 30, 1992, by
Major Centre, a Florida general partnership, and the Company,
in favor of Universal City Development Partners, a Florida
general partnership (previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992).

10.34* Employee Lease Agreement executed as of the 26th day of March,
1992, between the Company, Heritage Network Incorporated and
David L. Treadwell (previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1992).

10.35* Employment Agreement between the Company and Gary E. Jahraus
dated January 20, 1993 (previously filed as an exhibit to the
Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1992).

10.36 Contract for Sale and Purchase between Major Center, A Joint
Venture, formerly known as The Major-Pru Development Joint
Venture, a Florida General Partnership, and Chavez Properties,
a Georgia general partnership, dated February 2, 1993
(previously filed as an exhibit to the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1992).

10.37 Nonrecourse Purchase Money Mortgage by Chavez
Properties-Garrison Channel, Limited Partnership, a Georgia
limited partnership, in favor of Major Center, A Joint Venture,
dated April 26, 1993 (previously filed as an exhibit to the
Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1993).

16
<PAGE> 17

10.38 Nonrecourse Purchase Money Promissory Note for $2,750,000 from
Chavez Properties-Garrison Channel, Limited Partnership, a
Georgia limited partnership, in favor of Major Center, A Joint
Venture, dated April 26, 1993 (previously filed as an exhibit
to the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1993).

10.39 Amendment to Mortgage Deed and Security Agreement, dated
January 31, 1994, granted by the Company in favor of PNC Bank,
Kentucky, Inc., formerly Citizens Fidelity Bank and Trust
Company, Louisville, Kentucky (previously filed as an exhibit
to the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1993)

10.40 Second Amendment to Mortgage Note, dated January 31, 1994, by
the Company and PNC Bank, Kentucky, Inc., formerly Citizens
Fidelity Bank and Trust Company, Louisville, Kentucky
(previously filed as an exhibit to the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1993).

10.41 Third Amendment to Loan Agreement, dated as of January 31,
1994, by the Company and PNC Bank, Kentucky, Inc., formerly
Citizens Fidelity Bank and Trust Company, Louisville, Kentucky
(previously filed as an exhibit to the Company's Amendment No.
1 to Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1993).

10.42 Collateral Assignment of Nonrecourse Purchase Money Promissory
Note and Mortgage, dated as of January 31, 1994, by Major
Center, a Florida joint venture partnership, the Company and
PNC Bank, Kentucky, Inc. (previously filed as an exhibit to the
Company's Amendment No. 1 to Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1993).

10.43* Consultant Services Agreement, effective April 1, 1994, between
the Company and Development Consultants, Inc. of Orlando
(previously filed as Exhibit 10.43 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1994).

10.44* Amendment No. 1 to Employee Lease Agreement, as of the first
day of April, 1994, between the Company and David L. Treadwell
(previously filed as Exhibit 10.44 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1994).

10.45* Option Agreement, dated as of June 14, 1994, by and between the
Company and David L. Treadwell (previously filed as Exhibit
10.45 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994).

10.46* Amendment No. 2 to Employee Lease Agreement, as of January 1,
1995, between the Company and David L. Treadwell (previously
filed as Exhibit 10.46 to the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1994).

17
<PAGE> 18

10.47 Amendment to Citizens Agreement, dated as of the first day of
February, 1995, among Valassis Enterprises, L.P., Acceptance
Insurance Companies Inc., the Company and PNC Bank, Kentucky,
Inc., formerly known as Citizens Fidelity Bank and Trust
Company (previously filed as Exhibit 10.47 to the Company's
Annual Report on Form 10-KSB for the fiscal year ended December
31, 1994).

10.48 Mortgage Modification and Future Advance Agreement, dated
February 1, 1995, between Acceptance Insurance Companies Inc.
and the Company (previously filed as Exhibit 10.48 to the
Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1994).

10.49 Assignment of Mortgage and Other Security Documents, dated
January 25, 1995, from Valassis Enterprises, L.P. to Acceptance
Insurance Companies Inc. (previously filed as Exhibit 10.49 to
the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1994).

10.50 Renewal and Consolidation Promissory Note, dated February 1,
1995, made by the Company in favor of Acceptance Insurance
Companies Inc. in the original principal sum of $1,600,000.00
(previously filed as Exhibit 10.50 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1994).

10.51 Third Amendment to Mortgage Note, dated January 31, 1995, by
the Company and PNC Bank, Kentucky, Inc., formerly Citizens
Fidelity Bank and Trust Company, Louisville, Kentucky
(previously filed as Exhibit 10.51 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1994).

10.52 Fourth Amendment to Loan Agreement, dated as of January 31,
1995, by the Company and PNC Bank, Kentucky, Inc., formerly
Citizens Fidelity Bank and Trust Company, Louisville, Kentucky
(previously filed as Exhibit 10.52 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1994).

10.53 Amendment to Mortgage Deed and Security Agreement, dated
January 31, 1995, granted by the Company in favor of PNC Bank,
Kentucky, Inc., formerly Citizens Fidelity Bank and Trust
Company, Louisville, Kentucky (previously filed as Exhibit
10.53 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994).

10.54 Purchase Money Mortgage and Promissory Note for $1,310,000 from
Bara Vineland, Inc., a Florida corporation, in favor of Major
Realty Corporation, dated May 5, 1995 (previously filed as an
exhibit to the Company's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 1995).

10.55 Collateral Assignment of Nonrecourse Purchase Money Promissory
Note and Mortgage for $1,310,000 from Bara Vineland, Inc., a
Florida corporation, in favor of Major Realty Corporation,
dated May 5, 1995, to PNC Bank, Kentucky, Inc. (previously
filed as an exhibit to the Company's Quarterly Report on Form
10-QSB for the quarter ended June 30, 1995).

18
<PAGE> 19

10.56 Fifth Amendment to Loan Agreement, dated as of September 1,
1995, by the Company and PNC Bank, Kentucky, Inc., formerly
Citizens Fidelity Bank and Trust Company, Louisville, Kentucky
(previously filed as an exhibit to the Company's Quarterly
Report on Form 10-QSB for the quarter ended September 30,
1995).

10.57 Purchase Money Mortgage and Promissory Note for $3,580,000 from
Cracker Barrel Old Country Store, Inc., a Kentucky corporation,
in favor of Major Realty Corporation, dated September 1, 1995
(previously filed as an exhibit to the Company's Quarterly
Report on Form 10-QSB for the quarter ended September 30,
1995).

10.58 Restated and Consolidated Promissory Note, dated October 18,
1995, made by the Company in favor of Acceptance Insurance
Companies Inc. in the original principal sum of $5,064,144
(previously filed as an exhibit to the Company's Quarterly
Report on Form 10-QSB for the quarter ended September 30,
1995).

10.59 Sixth Amendment to Loan Agreement, dated as of October 18,
1995, by the Company and Acceptance Insurance Companies Inc.
(previously filed as an exhibit to the Company's Quarterly
Report on Form 10-QSB for the quarter ended September 30,
1995).

10.60 Mortgage and Note Modification Agreement, dated as of October
18, 1995, by the Company and Acceptance Insurance Companies
Inc. (previously filed as an exhibit to the Company's Quarterly
Report on Form 10-QSB for the quarter ended September 30,
1995).

10.61 Indemnity Agreement, dated as of April 1, 1994, between the
Company and Development Consultants of Orlando, Inc.
(previously filed as Exhibit 10.61 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1995).

10.62* Amendment No. 1 to Consultant Services Agreement, dated as of
April 1, 1995, between the Company and Development Consultants
of Orlando, Inc. (previously filed as Exhibit 10.62 to the
Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995).

10.63* Amendment No. 3 to Employee Lease Agreement, dated April 1,
1995, between the Company, Heritage Network Incorporated and
David L. Treadwell (previously filed as Exhibit 10.63 to the
Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995).

10.64* Amendment No. 4 to Employee Lease Agreement, dated as of April
1, 1996, between the Company, Heritage Network Incorporated and
David L. Treadwell (previously filed as Exhibit 10.64 to the
Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995).

27 Financial Data Schedule (for SEC use only)
- --------------------------------------------------------------------------------
* MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT.

19
<PAGE> 20

(b) Reports on Form 8-K

Report on Form 8-K dated April 24, 1996, announcing the
restatement of the Company's financial statements for the
quarter and nine months ended September 30, 1995, to record
the sale of only 4.0 acres of land for $2,700,000 during 1995
and include the cost of the 6.36 acres of land to be
reconveyed to the Company by Cracker Barrel as "Land held for
sale or development" at September 30, 1995. Also announced
was the resignation of Mr. Kenneth M. Miller from the Board of
Directors, effective April 24, 1996.

20
<PAGE> 21

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
Major Realty Corporation has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

MAJOR REALTY CORPORATION

August 13, 1996 By: /s/ David L. Treadwell
- ---------------------------- ----------------------------------
Date David L. Treadwell
Chairman and CEO

21
<PAGE> 22

EXHIBIT INDEX

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Description Page
------ ------------------- --------
<S> <C>
3.1 Certificate of Incorporation of the Company, as amended
(previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1987 and as
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987).

3.2 Bylaws of the Company, as amended (previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990).

10.2 Indemnity Agreements between the Company and Marilyn M.
Barnett, Harold J. Bresnan, Warren M. Cason, Charles L.
Knight, Alvin L. Lawing, Jr., Francis E. Sawyer, George A.
Smathers, Joseph H. Thomas, Edward W. Turville, Thomas E.
Weaver and Stanley Weintraub. The Agreements between the
Company and Harold J. Bresnan, Warren M. Cason, Charles L.
Knight, Alvin L. Lawing, Jr., Francis E. Sawyer, George A.
Smathers, Joseph H. Thomas, Edward W. Turville, Thomas E.
Weaver and Stanley Weintraub are substantially identical in all
material respects to the Agreement between the Company and
Marilyn M. Barnett (previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987).

22
<PAGE> 23

10.5 Agreements dated July 8, 1982, between the Company and Oxford
Development Enterprises, Inc., as amended (previously filed as
an exhibit to Registration Statement Number 2-84680).

10.6 Agreement dated June 16, 1978, between the Company, American
Television and Communications Corporation and others
(previously filed as an exhibit to Registration Statement
Number 2-84680).

10.7* 1990 Stock Option Plan (previously filed as an exhibit to the
Company's Proxy Statement dated November 6, 1990, relating to
the Annual Meeting held on November 30, 1990).

23
<PAGE> 24

24
<PAGE> 25

25
<PAGE> 26

26
<PAGE> 27

27
<PAGE> 28

28
<PAGE> 29

29
<PAGE> 30

27 Financial Data Schedule (For SEC use only)
- --------------------------------------------------------------------------------
* Management contract or compensatory plan or arrangement.

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 320
<SECURITIES> 0
<RECEIVABLES> 2,750
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,083
<PP&E> 5,207
<DEPRECIATION> 62
<TOTAL-ASSETS> 9,186
<CURRENT-LIABILITIES> 5,842
<BONDS> 0
0
0
<COMMON> 69
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 9,186
<SALES> 0
<TOTAL-REVENUES> 211
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 361
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 273
<INCOME-PRETAX> (423)
<INCOME-TAX> 0
<INCOME-CONTINUING> (423)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (423)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)

</TABLE>