SOUTHERN INVESTORS SERVICE CO INC, 10KSB40, 1998-03-30

SOUTHERN INVESTORS SERVICE CO INC
10KSB40, 1998-03-30
HOTELS & MOTELS

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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB

(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1997

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
[_] OF 1934 (NO FEE REQUIRED)
For the transition period from ________________ to ______________
Commission file number 04863

SOUTHERN INVESTORS SERVICE COMPANY, INC.
----------------------------------------------
(Name of small business issuer in its charter)

Delaware 74-1223691
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

2727 North Loop West, Suite 200, Houston, Texas 77008
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Issuer's telephone number (713) 869-7800
-----------------
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None
- --------------------------------------------------------------------------------

Securities registered under Section 12(g) of the Exchange Act:
Common Stock $1.00 Par Value
- --------------------------------------------------------------------------------
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 [_]

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB X
-----
State issuer's revenues for its most recent fiscal year. $3.7 Million
------------

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. (See definition of affiliate in Rule 12b-2 of the Exchange Act). $0.00 as
of March 20, 1998

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
3,168,929 shares, Common Stock $1.00 Par Value as of March 20, 1998
- --------------------------------------------------------------------

DOCUMENTS INCORPORATED BY REFERENCE

Information contained in the Company's proxy statement to be used in
connection with the 1998 annual meeting is incorporated by reference into Part
III.
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PART I

ITEM 1. DESCRIPTION OF BUSINESS

Southern Investors Service Company, Inc., was incorporated under the laws of
the State of Delaware in 1972. Southern Investors Service Company, Inc. and its
subsidiaries (Company) are currently engaged in the operation of a resort
property in west Texas and in the management of residential real estate
development in Houston, San Antonio and Austin, Texas.

Prior to 1990, the Company was engaged in the ownership and development of
real estate primarily in the Houston, Texas area. The operations of the Company
were significantly reduced during 1990, as a result of various debt settlements
with lenders and other creditors. These settlements resulted in the transfer of
substantially all of the Company's holdings to its creditors. Cash flow from
operations has not been adequate to meet the Company's obligations for the past
several years and management projects negative cash flow from operations for
1998. The Company has emphasized the management of its resort development in
west Texas and the management of real estate development and operations for
others. During 1997, the Company's primary operations include the management of
nine residential developments, two office buildings and its resort in west
Texas. See Note 7 of the Notes to Consolidated Financial Statements of the
Company for a discussion of related party transactions. Some of these
activities are conducted through joint ventures in which the Company has equity
interests. Unless otherwise indicated, the term "Company" includes these joint
ventures.

The Company's future financial condition depends upon its ability to generate
cash at levels to meet operating needs and debt obligations. Management is
currently reviewing possible options to settle the Company's existing
liabilities with its very limited resources. These options include, but are not
limited to, continued efforts to reduce operating expenses (including interest
expense), attempts to increase revenues of the Company's resort development,
continued negotiations with various creditors to settle their accounts for cash
payments at substantially less than the amount due, the settlement of
liabilities through the transfer of assets to creditors in satisfaction of their
claims, a possible plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code or possible liquidation of the Company.

LIABILITY SETTLEMENTS

The Company had no liability settlements during 1997. During 1996, the
Company recorded extraordinary gains of $1,108,000 as a result of the debt
settlements discussed herein.

During 1995, a joint venture in which the Company had a 19.4% ownership
interest had a note payable with an outstanding principal balance of $5.2
million which was due and payable. The joint venture was unable to repay this
note at its maturity. During January 1996, the venture obtained a new loan from
a bank in the original principal amount of $3.0 million. The proceeds of this
new loan were used to settle the $5.2 million loan plus accrued interest in
full. As a condition of the new loan, the bank required a ten year lease on the
entire building to be executed by the partners in the ratio of their ownership
interests. However, due to the financial condition of the Company, the bank
would not accept the Company's lease. In addition, the building was in need of
repairs and the Company would have been required to make additional capital
contributions to fund these repairs. The

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Company, also owed the venture approximately $70,000 in past due rent for
periods prior to 1992. This rent was forgiven in January 1996. As a result of
these obligations, the Company sold its partnership interest to Hallmark
Residential Group, Inc. (Hallmark), a company controlled by Walter M. Mischer,
Chairman of the Board of Directors of the Company. In exchange, Hallmark assumed
the Company's obligations in connection with this joint venture and entered into
the ten year lease. In connection with this sale, the Company retained a 25%
cash flow interest in Hallmark's 20% ownership interest. The Company recognized
an extraordinary gain on the settlement of these obligations of $408,000 during
1996.

During 1996, the Company settled certain notes payable with aggregate
outstanding principal balances of $345,000 and related accrued interest of
$200,000. These obligations were satisfied by the foreclosure of properties
which were pledged as collateral for these notes which had an aggregate book
value of $227,000 and a cash payment of $30,000. The Company recognized
extraordinary gains on these settlements of $288,000 during 1996. In addition,
the Company settled certain obligations in connection with cash flow assignments
granted to creditors during 1990, and recorded extraordinary gains of $205,000
during 1996.

The Company's other debt consists of unsecured notes payable which were due
September 30, 1993. These notes are payable to trade creditors of a subsidiary
of the Company that ceased operations during 1989. The Company has made offers
to these creditors to settle existing claims at less than the amounts due.
During 1996, the Company had made payments of $98,000 in settlement of $186,000
in principal amount of these trade creditor notes plus accrued interest. As of
December 31, 1997, $495,000 in trade creditor notes and related accrued interest
remain in default.

CONTINUED OPERATIONS

Management believes that the settlements discussed above have improved the
Company's financial condition, however, debt totaling $5,220,000 has matured and
is currently due. See Note 5 of the Notes to Consolidated Financial Statements
for a discussion of the Company's debt.

The ability of the Company to continue as a going concern is dependent upon
its ability to settle or restructure its remaining debt and other obligations
and generate positive cash flow to cover its operating expenses and other cash
requirements. The Company's financial statements have been prepared in
conformity with generally accepted accounting principles assuming that the
Company will continue as a going concern. The financial statements of the
Company do not include any adjustments relating to the recoverability of asset
carrying amounts that might be necessary should the Company be unable to
continue as a going concern. In the event the Company fails to continue as a
going concern, the value of its assets may be substantially less than the value
that normally would be realized in the ordinary course of business.

OPERATIONS

GENERAL

The Company's most significant asset consists of its resort development in
west Texas known as Lajitas on the Rio Grande. Rental and other revenue from
the operation of this facility totaled $2.5

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million and $2.0 million for the years ended December 31, 1997 and 1996,
respectively. See Item 2, "Description of Property."

Since 1990, in addition to the operations of its resort property, the Company
has emphasized the management of real estate development for others. The Company
has entered into contracts to manage, operate and develop residential property,
including the performance of various administrative functions. As of December
31, 1997, the Company managed nine residential developments, which provide for
total monthly payments of approximately $54,000. Walter M. Mischer has
effective ownership interests ranging from 33 1/3% to 100% in these residential
developments. Such contracts may be canceled on 30 days' notice. In addition,
during 1995, the Company entered into a management agreement which provided for
monthly payments with a partnership in which Mr. Walter M. Mischer, Jr. has a
50% ownership interest. The Company received management fees of $40,000 and
$116,000 from this partnership during 1997 and 1996, respectively. This
contract was terminated during 1997. See Note 7 of the Notes to Consolidated
Financial Statements of the Company for a discussion of management contracts
with related parties.

The Company has a 6.7% equity interest in a ten-story building located at 2707
North Loop West. The Company also has a cash flow interest in 2727 North Loop
West, where its corporate headquarters are located. The Company has management
contracts covering these two properties which provide for monthly fees of
approximately $10,000. The space in these two buildings is approximately 100%
leased.

In addition, the Company's equity interests in three other real estate joint
ventures range from 12.5% to 50%. As of December 31, 1997, the real estate
joint ventures accounted for on the equity method had total assets of $1.3
million. See Note 3 of the Notes to Consolidated Financial Statements of the
Company for a discussion of the Company's investments in joint ventures, and
Note 7 for a discussion of lot sales contracts with related parties.

MANAGEMENT OF RESIDENTIAL REAL ESTATE DEVELOPMENT

In connection with its management activities, the Company has entered into
contracts to develop residential subdivisions and commercial sites. These
subdivisions are located in independent school districts in Houston, San Antonio
and Austin and include residential lots and commercial sites held for sale to
builders and other developers.

Following the purchase of development acreage by the owner, a master plan is
devised for the proposed subdivision setting forth the residential lots and
commercial sites to be developed. The Company negotiates contracts for, and
supervises the construction of, all improvements to the development acreage to
prepare the lots for sale to homebuilders.

Unless the acreage is located within a municipality or an existing utility
district, the Company will assist in the formation of a municipal utility
district to supply water, sanitary sewage and storm drainage service to the
planned subdivision.

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EMPLOYEES

The Company employed a total of 84 persons on a full-time basis and a total of
6 persons on a part-time basis, as of December 31, 1997.

COMPETITION

Real estate development management is a highly competitive business. The
Company competes with a number of other experienced managers and developers in
the greater Houston area, San Antonio and Austin. Certain of these competitors
operate on a nationwide basis and have substantially greater financial resources
than the Company. The Company's resort development in west Texas does not have
any direct competition due to its location. The only other resort facility in
the area offering accommodations and other amenities is the Big Bend National
Park.

REGULATION

The Company's real estate development management activities are subject to
regulation by municipal, county, state and federal governments. Federal
regulatory agencies, such as the Veterans Administration and the Federal Housing
Administration, provide mortgage guarantees or insurance to lenders only when
the mortgaged properties comply with requirements affecting the design criteria
of the subdivisions. Most of the subdivisions are designed to comply with the
requirements of such federal agencies, although in many instances mortgage funds
are supplied by conventional lenders. The Company may be required to
participate in filing environmental impact statements or similar documents prior
to the commencement of the development of certain subdivisions that are subject
to the provisions of the Environmental Protection Act. Subdivision developments
within the cities of Houston, San Antonio and Austin, Texas, or their
extraterritorial jurisdictions are also subject to certain land platting and
other standards administered by local authorities. In addition, the Texas
Natural Resource and Conservation Commission (TNRCC) must issue a permit
approving the discharge of treated sewage effluents as well as other applicable
local regulations. Compliance with the regulations promulgated by these
authorities does not have a materially adverse effect on the management
activities of the Company.

The successful development of subdivisions is dependent to a significant
degree upon the developer's ability to secure the formation of municipal utility
districts for its subdivisions. The organization of municipal utility districts
is subject to approval by either the Legislature of the State of Texas or the
TNRCC. The issuance of bonds by a municipal utility district is subject to the
approval of the projects as feasible by the TNRCC and the approval of the bonds
as legally issuable by the Attorney General of the State of Texas. Municipal
and county governments also regulate certain municipal utility district
activities.

The Company's real estate management activities are subject to local building
code requirements.

5
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CURRENT BUSINESS CONDITIONS

Current economic conditions affecting the Company and its financial condition
are discussed more fully in Item 6, "Management's Discussion and Analysis or
Plan of Operation" and in Note 1 of the Notes to Consolidated Financial
Statements of the Company.

ENVIRONMENTAL MATTERS

The management operations of the Company are subject to various federal, state
and local laws and regulations relating to the environment. Violation of any of
these federal statutes and regulations or orders issued thereunder, as well as
any relevant state and local laws and regulations, could result in civil or
criminal enforcement actions. Engineers or other qualified experts perform
geological fault and environmental site assessments, wetland determinations and
review hazardous and toxic waste site history. Development of some properties
may be significantly impacted by wetlands regulations. Enforcement of these
regulations is managed by the Army Corps of Engineers and the U.S. Fish and
Wildlife Department as to the application of wetlands regulations. Ongoing
modification of these regulations could mean that portions of properties that
were considered not to contain wetlands, now, in fact, contain wetlands. To
qualify for Federal Housing Administration's approved status, all subdivisions
are subject to inspection for wetlands by the U.S. Fish and Wildlife Department.
In the absence of the Army Corps of Engineers or U.S. Fish and Wildlife
Department's inspection of the property, it cannot be accurately predicted as to
whether or not any particular property contains wetlands. In addition to other
applicable law, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended (CERCLA), provides for cleanup of sites from
which there has been a release or threatened release of hazardous substances and
authorizes the Environmental Protection Agency (EPA) to take any necessary
response actions at such sites, including requiring potentially responsible
parties (PRPs) to take or pay for such actions. PRPs are broadly defined under
CERCLA and include past and present owners and operators of a site. Courts have
interpreted CERCLA to impose strict, joint and several liability upon persons
liable for response costs. The Company is not aware of any potentially material
environmental liability relating to any property in which the Company has an
interest. However, there can be no assurance that no such liability exists, or
that future developments will not result in material costs and liabilities being
imposed on the Company. It is possible that future environmental requirements
may be more stringent than current requirements.

OTHER FACTORS

The real estate management and development businesses are sensitive to changes
in economic conditions, interest rates, availability of mortgage funds for new
residential and commercial construction, employment levels and demand for
housing in a particular area. Scarcity of mortgage funds, high unemployment and
decreased housing demand could affect the Company adversely.

The Company's subdivision management and development activities, as well as
its resort in west Texas, are sensitive to weather conditions. Prolonged
periods of inclement weather may impact these operations adversely.

6
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FEDERAL TAX LAW CHANGES

The effects on the Company of the Revenue Reconciliation Act of 1993 and the
Tax Reform Act of 1986 are discussed in Note 4 of the Notes to Consolidated
Financial Statements of the Company.

ITEM 2. DESCRIPTION OF PROPERTY

The Company's most significant asset consists of a resort development in west
Texas known as Lajitas on the Rio Grande. The Company's net investment in this
property was $2.4 million or 67% of total assets as of December 31, 1997. The
development consists of approximately 24,000 acres of land located in the
southwest portion of Brewster County adjacent to the western border of Big Bend
National Park. A substantial portion of the 24,000 acres is pledged to secure
borrowings of the Company. These borrowings have matured and are currently due
and payable in the principal amount $338,000. The development includes a hotel,
condominiums, a restaurant, meeting rooms, various shops and other facilities in
various separate one and two-story buildings. The development has ancillary
site improvements consisting of a nine-hole golf course, recreational vehicle
park, swimming pool, tennis courts, landing strip and an airplane hangar.

Rental and other revenues from the operation of these facilities totaled $2.5
million and $2.0 million for the years ended December 31, 1997 and 1996,
respectively. Rental revenue and occupancy statistics for the Company's resort
operations for each of the two years ended December 31, 1997 are summarized as
follows:

Year Ended December 31,
-----------------------
1997 1996
---------- ----------
Hotel rooms:
% Occupancy 42% 39%
Average rate $ 58.93 $ 57.99
Total revenue $ 833,000 $ 729,000
Condominiums:
% Occupancy 26% 25%
Average rate $ 64.48 $ 65.18
Total revenue $ 146,000 $ 134,000

Total rental revenues $ 979,000 $ 863,000
Restaurant, bar and golf course revenues 734,000 705,000
Other revenues 790,000 455,000
---------- ----------
Total revenues $2,503,000 $2,023,000
========== ==========

The development has a basis for federal income tax reporting of approximately
$1.7 million as of December 31, 1997. The improvements are depreciated using
the straight-line method with lives which range from twelve to forty years. The
realty tax rate for 1997 was $1.93 per $100 assessed value and total taxes were
approximately $66,000 for the year ended December 31, 1997. Due to the location
of the development and lack of public fire protection, the Company considers the
cost of obtaining insurance prohibitive and consequently, does not carry
property insurance for this development.

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The Company's principal executive offices are located in northwest Houston and
are leased on a month to month basis for an aggregate annual rental of
approximately $40,000. Of the 20,000 square feet contained on the second floor,
the Company has subleased approximately 2,900 square feet from companies
affiliated with Mr. Mischer. The Company owns or leases office furniture,
furnishings, equipment and vehicles as management deems necessary for its
operations. Information concerning encumbrances on the property owned by the
Company and subleases from a related party is contained in Notes 5 and 7 of the
Notes to Consolidated Financial Statements of the Company.

See "Real Estate Operations" in Item 1 for information with respect to
additional properties owned or managed by the Company.

The Company has planned no significant additions to its properties during
1998.

ITEM 3. LEGAL PROCEEDINGS

The information with respect to legal proceedings is contained in Note 6 of
the Notes to Consolidated Financial Statements of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the quarter
ended December 31, 1997.

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is traded on the over-the-counter market, but is
not quoted on the National Association of Securities Dealers Automated Quotation
(NASDAQ) system. According to National Quotation Bureau, Incorporated, the last
reported price of the Company's common stock was $.0625 on June 18, 1993. There
were no prices quoted after that date.

The approximate number of holders of record of the Company's stock as of March
20, 1998 was 511. No dividends have been paid by the Company since its
inception and the Company has no plans to pay dividends in the foreseeable
future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This report contains "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this section and elsewhere in this
report are forward looking statements and, although the Company believes that
the expectations reflected in such forward looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
The Company's business and financial results are subject to various risks and
uncertainties, including the Company's ability to settle or restructure its
remaining debt and other obligations and to generate positive cash flow to cover
its operating expenses, that may cause actual results to differ materially from
the Company's expectations. The Company does not intend to provide updated
information other than as otherwise required by applicable law. All subsequent
written and oral forward looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by the
cautionary statements contained in this paragraph and elsewhere in this report.

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The following is a summary of certain financial information regarding the
Company. All amounts are stated in thousands of dollars, except per share
amounts. This summary should be read in conjunction with the Consolidated
Financial Statements of the Company and notes thereto.

Year Ended December 31,
-----------------------
1997 1996
------- -------

Resort revenues $ 2,503 $ 2,023
Real estate revenues, net 1,151 997
Resort operating expenses (2,475) (2,490)
Other operating expenses (868) (933)
Interest expense (369) (403)
Income (Loss) before extraordinary gains (58) (806)
Extraordinary gains on debt settlements - 1,108
------- -------
Net income (Loss) $ (58) $ 302
======= =======
Income (Loss) per common share:
(Loss) before extraordinary gains $ (0.02) $ (0.25)
Net income (Loss) $ (0.02) $ 0.10
Total assets $ 3,606 $ 3,422
Total debt $ 5,512 $ 5,545
Total stockholders' deficit $(4,610) $(4,552)

CURRENT BUSINESS CONDITIONS, CERTAIN EVENTS AND UNCERTAINTIES

Prior to 1996, the Company had sustained losses from operations for several
years and the Company anticipates that it will incur a loss from operations for
1998. Such losses depleted the Company's stockholders' equity in 1989. Cash
flow from operations has not been sufficient to meet liquidity needs during the
past several years and the Company anticipates negative cash flow from
operations during 1998. The Company's operations are concentrated in Texas,
which from 1986 to 1988 was adversely affected by the downturn in the energy and
real estate markets. Reduced revenues during this period resulted in a
deterioration of the Company's financial condition and its ability to meet its
obligations. As a result, since 1989, the Company has entered into a series of
transactions to significantly reduce its debt obligations through the transfer
of a significant amount of the Company's assets to its lenders and creditors.

LIABILITY SETTLEMENTS

The Company had no liability settlements during 1997. During 1996, the
Company recorded extraordinary gains of $1,108,000 as a result of the debt
settlement discussed herein.

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their ownership interests. However, due to the financial condition of the
Company, the bank would not accept the Company's lease. In addition, the
building was in need of repairs and the Company would have been required to make
additional capital contributions to fund these repairs. The Company, also owed
the venture approximately $70,000 in past due rent for periods prior to 1992.
This rent was forgiven in January 1996. As a result of these obligations, the
Company sold its partnership interest to Hallmark Residential Group, Inc.
(Hallmark), a company controlled by Walter M. Mischer. In exchange, Hallmark
assumed the Company's obligations in connection with this joint venture and
entered into the ten year lease. In connection with this sale, the Company
retained a 25% cash flow interest in Hallmark's 20% ownership interest. The
Company recognized an extraordinary gain on the settlement of these obligations
of $408,000, during 1996.

During 1996, the Company settled certain notes payable with aggregate
outstanding principal balance of $345,000 and related accrued interest of
$200,000. These obligations were satisfied by the foreclosure of properties
pledged as collateral for these notes which had an aggregate book value of
$227,000 and a cash payment of $30,000. The Company recognized extraordinary
gains on these settlements of $288,000 during 1996. In addition, the Company
settled certain obligations in connection with cash flow assignments granted to
creditors during 1990, and recorded extraordinary gains of $205,000 during 1996.

CONTINUED OPERATIONS

As more fully described in Note 5 of the Notes to Consolidated Financial
Statements, the Company continues to be delinquent on certain debt with an
outstanding principal balance of approximately $5,220,000 as of December 31,
1997. The Company must settle or restructure existing debt and generate
positive cash flow to cover operating expenses and other cash requirements to
continue as a going concern and to realize the carrying amount of its assets.
The Company's future financial condition depends upon its ability to generate
cash at levels to meet operating needs and debt obligations. Management is
currently reviewing possible options to settle the Company's existing
liabilities with its very limited resources. These options include, but are not
limited to, continued efforts to reduce operating expenses (including interest
expense), attempts to increase revenues of the Company's resort development,
continued negotiations with various creditors to settle their accounts for cash
payments at substantially less than the amount due, the settlement of
liabilities through the transfer of assets to creditors in satisfaction of their
claims, a possible plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code or possible liquidation of the Company. The consolidated
financial statements do not include any adjustments relating to the
recoverability of asset carrying amounts or the amount and classification of
liabilities that might be necessary if the Company is unable to continue as a
going concern.

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RESULTS OF OPERATIONS

The Company reported a $58,000 loss for 1997 compared with a loss before
extraordinary gains of $806,000 in 1996. The Company recorded extraordinary
gains on debt settlements of $1,108,000 during 1996. Net loss was $58,000 or
$.02 per share for 1997 compared to net income of $302,000 or $.10 per share for
1996.

Rentals and other income from the Company's resort in west Texas were $2.5
million and $2.0 million for the years ended December 31, 1997 and 1996,
respectively. The increase in rental and other income was due to increased
occupancy during 1997 and the sale of three condominiums units owned by the
Company in 1997. Resort operating expenses for 1997 decreased slightly as
compared to 1996. See Item 2, "Description of Property" included herein for a
discussion of the Company's resort development.

Real estate revenues increased to $1,151,000 in 1997 from $997,000 in 1996.
Revenues for 1997 include the sale of the remainder of the Company ownership of
a former subsidiary and the receipt of litigation proceeds. During 1996, the
Company sold a portion of its minority ownership in Jackson Supply Company, a
former subsidiary of the Company and recorded a profit of $116,000. The
remainder of this stock was sold during 1997 and the Company recorded a profit
of approximately $76,000. These amounts are included in interest and other
income shown below.

Real estate revenues, net include the following amounts:

(Thousands of Dollars) Year Ended December 31,
- -------------------------------------------------------------
1997 1996
- -------------------------------------------------------------

Management fees $ 825 $ 795
Interest and other income 200 150
Equity in income of real
estate joint ventures 126 43
Sales of real estate --- 107
Cost of real estate sales --- (98)
- -----------------------------------------------------------
Total real estate revenues, net $1,151 $ 997
===========================================================

LIQUIDITY AND CAPITAL RESOURCES

Cash flow from operations has not been sufficient to meet the Company's
obligations for the past several years and management anticipates that cash flow
from operations will not be sufficient to meet its liquidity needs in 1998. The
financial condition of the Company indicates that, unless operating results and
cash flow improve, the Company will be required to borrow funds or to continue
to sell assets. There can be no assurance that the Company could arrange to
borrow funds from other sources or to sell sufficient assets to meet its cash
needs or restructure its existing debt.

As of December 31, 1997, the Company was delinquent on notes payable and other
long-term debt of approximately $5,220,000 and interest payments of $1,744,000.
In addition, as of December 31, 1997, the Company had recorded accounts payable
and accrued expenses and other liabilities of

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$2.7 million. Management is currently reviewing possible options to settle the
Company's existing liabilities with its very limited resources. These options
include, but are not limited to, continued efforts to reduce operating expenses
(including interest expense), attempts to increase revenues of the Company's
resort development, continued negotiations with various creditors to settle
their accounts for cash payments at substantially less than the amount due, the
settlement of liabilities through the transfer of assets to creditors in
satisfaction of their claims, a possible plan of reorganization under Chapter 11
of the U.S. Bankruptcy Code or possible liquidation of the Company. The
Company's debts and obligations are discussed in Notes 1, 5, 6, and 7 of Notes
to Consolidated Financial Statements of the Company.

With the exception of the improvements and a portion of the land located at
the Company's resort development in west Texas, substantially all of the
Company's real estate assets are pledged to secure debt. Management believes
that in a stable market the values of the properties would exceed the balances
of the loans which they secure. If the Company were to sell or dispose of its
real estate assets as a result of the maturity or acceleration of the underlying
debt or for reasons other than those arising in the normal course of business,
it is anticipated that sales prices would be significantly less than the current
carrying amount of the assets and such sales or dispositions would not generate
sufficient funds to retire the debt related to such assets.

In assessing the Company's liquidity, the impact of the Revenue Reconciliation
Act of 1993 has been considered. Although the impact of the tax law changes is
difficult to determine, the Company does not expect these changes to
significantly affect its cash flow in the foreseeable future because of its net
operating loss carryforward. The Company's federal income taxes are disclosed
in Note 4 of the Notes to Consolidated Financial Statements of the Company.

The impact of inflation on the Company over the past several years has been
minimal.

No major additions to property, plant and equipment are anticipated.

THE YEAR 2000 ISSUE

Due to the limited nature of the Company's operations and limited financial
resources the Company has not conducted a comprehensive review of its computer
systems to identify the systems that could be affected by "the year 2000" issue.
The year 2000 problem is the result of computer programs being written using two
digits (rather than four) to define the applicable year. Any of the Company's
programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000.

The Company's major systems have all been developed by third party software
providers. The Company has contacted its major computer service providers and
has received assurances that those services will function properly on January 1,
2000. The Company will continue to coordinate with its third party providers to
assess the year 2000 issue and develop plans for compliance.

13
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

The following financial statement data required pursuant to this item are
included herein:

Report of Independent Public Accountants

Consolidated Balance Sheet -
December 31, 1997

Consolidated Statements of Income for
each of the Two Years Ended
December 31, 1997 and 1996

Consolidated Statements of Changes in Stock-
holders' Deficit for each of the Two Years
Ended December 31, 1997 and 1996

Consolidated Statements of Cash Flows for
each of the Two Years Ended
December 31, 1997 and 1996

Notes to Consolidated Financial Statements

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The information required by Item 9 is contained in the Company's proxy
statement to be used in connection with its 1998 annual meeting of stockholders
under the captions "Principal Security Holders" and "Nominees for Director,"
which information is incorporated herein by reference.

ITEM 10. EXECUTIVE COMPENSATION

The information required by Item 10 is contained in the Company's proxy
statement to be used in connection with its 1998 annual meeting of stockholders
under the caption "Executive Compensation," which information is incorporated
herein by reference.

14
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by Item 11 is contained in the Company's proxy
statement to be used in connection with its 1998 annual meeting of stockholders
under the captions "Principal Security Holders" and "Nominees for Director,"
which information is incorporated herein by reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Item 12 is contained in the Company's proxy
statement to be used in connection with its 1998 annual meeting of stockholders
under the captions "Principal Security Holders" and "Nominees for Director,"
which information is incorporated herein by reference.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits Required by Item 601 of Regulation S-B
*Filed Herein or
Incorporated by Reference
Exhibit from Exhibit
-------
-------------------------

(3) (a) Certificate of Incorporation as 3(a) 1989 Form 10-K
Amended through June 6, 1989
(b) Articles of Amendment to 3(b) 1989 Form 10-K
Certificate of Incorporation
dated June 7, 1989
(c) Articles of Amendment to 3(c) 1993 Form 10-KSB
Certificate of Incorporation
dated May 21, 1993
(d) Bylaws as Amended through 3(b) June 30, 1989
date hereof Form 10-Q

(21) Subsidiaries of the Registrant *

(27) Financial Data Schedule *

(B) Reports on Form 8-K

The Company filed no reports on Form 8-K during the quarter ended
December 31, 1997.

15
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Southern Investors Service Company, Inc.:

We have audited the accompanying consolidated balance sheet of Southern
Investors Service Company, Inc. (a Delaware Corporation), and subsidiaries (the
Company) as of December 31, 1997, and the related consolidated statements of
income (loss), changes in stockholders' deficit and cash flows for each of the
two years in the period ended December 31, 1997. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Southern Investors Service
Company, Inc. and subsidiaries as of December 31, 1997, and the results of their
operations and their cash flows for each of the two years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.

The Company's cash flow from operations has not been adequate to meet the
Company's obligations for the past several years. Management projects negative
cash flow from operations for 1998 and the Company has a deficit in
stockholders' equity. As described in Note 5 to the Consolidated Financial
Statements, even though the Company has restructured certain indebtedness in the
last several years, it continues to be delinquent on $5,220,000 of debt. As
discussed in Note 6 to the Consolidated Financial Statements, the Company is
involved in litigation and other contingencies, the outcome of which are
uncertain at this time. These factors raise substantial doubt about the
Company's ability to continue as a going concern and to realize the carrying
amount of its assets. Management is currently reviewing options in regard to
these matters as described in Note 1 to the Consolidated Financial Statements.
There can be no assurance that actual events will occur in accordance with the
assumptions considered in the options management is currently reviewing. The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern and the consolidated financial
statements do not include any adjustments, which could be significant, that
might result from the outcome of the uncertainties described above.

Arthur Andersen LLP
Houston, Texas
March 20, 1998

16
<PAGE>

SOUTHERN INVESTORS SERVICE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
(Thousands of Dollars)

ASSETS
- ------

REAL ESTATE ASSETS:
Resort development, net $ 2,407
Real estate held for resale or development 98
Equity in real estate joint ventures, net 634
--------
Total real estate assets 3,139

CASH 154
ACCOUNTS RECEIVABLE 303
OTHER ASSETS 10
--------
Total assets $ 3,606
========

LIABILITIES AND STOCKHOLDERS' DEFICIT
- -------------------------------------

LIABILITIES:
Notes payable, including $4,725 matured $ 5,017
Other debt, matured 495
Accounts payable and accrued expenses 2,420
Other liabilities 284
--------
Total liabilities 8,216
--------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
Preferred stock, $1 par, 1,000,000
shares authorized, none issued --
Common stock, $1 par, 10,000,000 shares authorized,
3,281,331 shares issued 3,281
Additional paid-in capital 3,031
Retained deficit (10,796)
Less treasury stock, 112,402 shares, at cost (126)
--------
Total stockholders' deficit (4,610)
--------

Total liabilities and stockholders' deficit $ 3,606
========

The accompanying notes are an integral part of this statement.

17
<PAGE>

SOUTHERN INVESTORS SERVICE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Thousands of Dollars,
Except Per Share Amounts)

Year ended December 31,
-----------------------
1997 1996
---- ----

RESORT REVENUES $ 2,503 $ 2,023

REAL ESTATE REVENUES, NET 1,151 997
---------- ----------
3,654 3,020
---------- ----------
RESORT OPERATING EXPENSES 2,475 2,490

OTHER OPERATING EXPENSES 868 933
---------- ----------
3,343 3,423
---------- ----------
INCOME (LOSS) FROM OPERATIONS 311 (403)

INTEREST EXPENSE (369) (403)
---------- ----------
LOSS BEFORE INCOME TAXES AND
EXTRAORDINARY GAINS (58) (806)

INCOME TAXES --- ---
---------- ----------

LOSS BEFORE EXTRAORDINARY
GAINS (58) (806)

EXTRAORDINARY GAINS ON DEBT SETTLEMENTS
(Net of tax provision and operating loss carryforward
realization of $377 in 1996) --- 1,108
---------- ----------

NET INCOME (LOSS) $ (58) $ 302
========== ==========
INCOME (LOSS) PER COMMON SHARE:

Loss before extraordinary gains $ (0.02) ($0.25)
========== ==========
Net income (loss) $ (0.02) $ 0.10
========== ==========
AVERAGE NUMBER OF SHARES OUTSTANDING 3,168,929 3,168,929
========== ==========

The accompanying notes are an integral part of these statements.

18
<PAGE>

SOUTHERN INVESTORS SERVICE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(Thousands of Dollars)

Common Stock Additional
----------------- Paid-In Retained Treasury
Shares Amount Capital Deficit Stock
--------- ------ ---------- -------- --------
<S> <C> <C> <C> <C> <C>

BALANCE, December 31, 1995 3,281,331 $3,281 $3,031 ($11,040) ($126)
Net income -- -- -- 302 --
--------- ------ ------ -------- -----

BALANCE, December 31, 1996 3,281,331 3,281 3,031 (10,738) (126)
Net loss -- -- -- ( 58) --
--------- ------ ------ -------- -----

BALANCE, December 31, 1997 3,281,331 $3,281 $3,031 ($10,796) ($126)
========= ====== ====== ======== =====
</TABLE>

The accompanying notes are an integral part of these statements.

19
<PAGE>

SOUTHERN INVESTORS SERVICE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
<TABLE>
<CAPTION>

Year Ended December 31,
-----------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (58) $ 302
Adjustments to reconcile net income
to net cash used in operating activities:
Extraordinary gains on debt settlements --- (1,108)
Equity in undistributed income of real estate
joint ventures (126) (43)
Distribution from (contributions to) real estate joint ventures, net (9) 84
Gain from sale of assets (76) (116)
Depreciation and amortization 127 222
Change in assets and liabilities:
Investments in real estate, net (62) (72)
Decrease (increase) in accounts receivable and other
assets (112) 110
Increase in accounts payable, accrued expenses
and other 295 455
----- -------
Net cash used in
operating activities ( 21) (166)

Cash flows from investing activities:
Proceeds from sale of investments 76 116
----- -------

Cash flows from financing activities:
Borrowings 66 188
Payments on notes payable and other debt (121) (301)
----- -------
Net cash used in financing activities (55) (113)

Net decrease in cash --- (163)
Beginning cash 154 317
----- -------
Ending cash $ 154 $ 154
===== =======
</TABLE>

The accompanying notes are an integral part of these statements.

20
<PAGE>

SOUTHERN INVESTORS SERVICE COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) CURRENT BUSINESS CONDITIONS

Southern Investors Service Company, Inc. and its subsidiaries' (Company)
operations are concentrated in Texas, which from 1986 to 1988 was adversely
affected by the downturn in the energy and real estate markets. During 1990,
the Company reached an agreement with certain of its creditors to resolve
defaults under various loans and to settle the outstanding debt and remaining
deficiencies. The settlement provided for the conveyance to the creditors of
title to certain collateral securing the loans and the assignment of
distribution rights of certain real estate projects. Total debt satisfied was
$85.4 million for the conveyance and assignments of a significant portion of the
Company's assets. As a result, the Company's cash flow from operations has not
been sufficient to meet the Company's obligations for the past several years.
The Company has sustained net operating losses in 1997 and prior years and
anticipates that it will incur a net operating loss for 1998. Such losses
depleted the Company's stockholders' equity in 1989. The Company's ability to
continue as a going concern is dependent upon its ability to settle or
restructure existing debt and generate positive cash flow to cover operating
expenses and other cash requirements.

Management believes that the debt settlements discussed below have improved
the Company's financial condition, however, debt totaling $5,220,000 has matured
and is currently due. The ability of the Company to continue as a going concern
is dependent upon its ability to settle or restructure its remaining debt and
other obligations and generate positive cash flow to cover operating expenses
and other cash requirements. Management is currently reviewing possible options
to settle the Company's existing liabilities with its very limited resources.
These options include, but are not limited to, continued efforts to reduce
operating expenses (including interest expense), attempts to increase revenues
of the Company's resort development, continued negotiations with various
creditors to settle their accounts for cash payments at substantially less than
the amount due, the settlement of liabilities through the transfer of assets to
creditors in satisfaction of their claims, a possible plan of reorganization
under Chapter 11 of the U.S. Bankruptcy Code or possible liquidation of the
Company. There is no assurance that the Company could arrange to borrow funds
or raise capital from other sources. While management believes that its
assumptions are reasonable, there is no assurance that actual events will occur
in accordance with such assumptions. Accordingly, management's assumptions may
need to be revised as actual events occur which differ from such assumptions.
The consolidated financial statements do not include any adjustments, which
could be significant, relating to the recoverability of asset carrying amounts
or the amount and classification of liabilities that might be necessary if the
Company is unable to continue as a going concern.

LIABILITY SETTLEMENTS

21
<PAGE>

not accept the Company's lease. In addition, the building was in need of repairs
and the Company would have been required to make additional capital
contributions to fund these repairs. The Company, also owed the venture
approximately $70,000 in past due rent for periods prior to 1992. This rent was
forgiven in January 1996. As a result of these obligations, the Company sold its
partnership interest to Hallmark Residential Group, Inc. (Hallmark), a company
controlled by Walter M. Mischer, Chairman of the Board of Directors of the
Company. In exchange, Hallmark assumed the Company's obligations in connection
with this joint venture and entered into the ten year lease. In connection with
this sale, the Company retained a 25% cash flow interest in Hallmark's 20%
ownership interest. The Company recognized an extraordinary gain on the
settlement of these obligations of $408,000 during 1996.

The Company's other debt consists of unsecured notes payable which were due
September 30, 1993. These notes are payable to trade creditors of a subsidiary
of the Company that ceased operations during 1989. The Company has made offers
to these creditors to settle existing claims at less than the amounts due.
During 1996, the Company made payments of $98,000 in settlement of $186,000 in
principal amount of these trade creditor notes plus accrued interest. As of
December 31, 1997, $495,000 in trade creditor notes and related accrued interest
remain in default.

The settlements discussed above resulted in extraordinary gains of
$1,108,000 in 1996. There were no debt settlements during 1997.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its majority-owned subsidiaries. Income and expenses are recorded on the
accrual basis of accounting, and all significant intercompany accounts and
transactions have been eliminated. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

The Company records its investment in real estate joint ventures in which
its ownership equals or exceeds 20% but is 50% or less and which the Company
does not control on the equity method. Those ventures in which the Company's
ownership is less than 20% are carried at cost unless the Company exercises
significant influence.

22
<PAGE>

Income taxes are provided on the liability method whereby deferred tax assets
are recognized for deductible temporary differences, and operating loss and tax
credit carryforwards, and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and accounts receivable approximate fair value
due to relatively short maturities. It was not practicable to estimate the fair
value of debt and related accrued interest as significant amounts of debt have
matured or will mature during 1998. The Company is in process of negotiating
with lenders to settle debt for cash payments or transfer of other assets at
substantially less than amounts due.

REAL ESTATE OPERATIONS

Profits from sales of real estate are recognized only upon delivery of a deed,
transfer of all attributes of ownership, receipt from the purchaser of an
adequate cash down payment, and the absence of obligations to perform
significant activities after the sale. If the required cash down payments have
not been received, sales and related costs are recorded but the gross profits
are deferred and recognized on the installment method of accounting until
sufficient cash payments have been received. Deferred gross profit of $284,000
as of December 31, 1997 is included in other liabilities in the accompanying
Consolidated Balance Sheet.

Real estate held for resale or development are stated at the lower of cost or
net realizable value. The estimated net realizable value of real estate is
based upon the anticipated sales price in the normal course of business less
estimated costs of completion and direct costs of disposal. If the Company
estimates that the cost upon completion will exceed the net realizable value,
the Company provides a reserve for such excess costs. Cost includes the land
acquisition cost, general improvements and interest, property taxes and other
carrying costs capitalized during development. Interest is capitalized on the
average amount of accumulated expenditures for property being developed using an
effective rate based on related debt. Interest and property tax capitalization
continues until the assets are ready for sale or until development of the
property is suspended. Costs are allocated to tracts based upon the relative
sales value of the tracts.

Management continues to monitor the impact of changes in economic conditions
to determine the effect on the carrying value of its real estate assets in
accordance with SFAS No. 121. The effect of any significant changes will be
reported in income in the period such effect can be reasonably estimated. If
the Company were to sell or dispose of its real estate assets as a result of the
maturity or acceleration of the underlying debt or because the Company is not
able to continue as a going concern, it is anticipated that sales or
dispositions would not generate sufficient funds to retire the related debt and
would be significantly less than the current carrying amount of assets.

23
<PAGE>

DEPRECIATION

Resort development properties are carried at amortized cost and are
depreciated on the straight-line basis over their estimated useful lives net of
estimated salvage value. At December 31, 1997, accumulated depreciation totaled
approximately $4,254,356.

Upon sale or retirement of depreciable assets, the cost and the related
accumulated depreciation are removed from the accounts and the resulting profit
or loss is reflected in income. The costs of ordinary maintenance and repairs
are expensed, whereas renewals and major replacements are capitalized and
expensed to future operations through depreciation charges.

INCOME PER COMMON SHARE

Income per common share was computed in accordance with Statement of Financial
Accounting Standards No. 128, "Earning Per Share" (SFAS 128) issued by the
Financial Accounting Standards Board during 1997. The adoption of SFAS 128 had
no effect on current or prior year earnings per share.

PREFERRED STOCK

The Company has authorized 1 million shares of $1.00 par value preferred
stock. No such stock has been issued. The preferred stock may be issued in one
or more series, with the shares in each such series having such voting powers
and such designations, preferences and relative participating, optional
redemption, conversion, exchange and other special rights and restrictions as
may be fixed by a resolution of the Company's Board of Directors.

(3) REAL ESTATE OPERATIONS

Real estate revenues, net include the following amounts:
(Thousands of Dollars) Year Ended December 31,
- --------------------------------------------------------------------------------
1997 1996
- --------------------------------------------------------------------------------
Management fees $ 825 $ 795
Interest and other income 200 150
Equity in income of real estate joint ventures 126 43
Sales of real estate --- 107
Cost of real estate sales --- (98)
- --------------------------------------------------------------------------------
Total real estate revenues, net $1,151 $ 997
================================================================================

24
<PAGE>

The combined condensed balance sheet and statements of income of the real
estate joint ventures accounted for on the equity method are set forth below:

Balance Sheet December 31,
- --------------------------------------------------------------------------------
(Thousands of Dollars) 1997
- --------------------------------------------------------------------------------
ASSETS:
Cash $ 21
Accounts receivable 126
Developed residential lots 201
Real estate held for resale or development 997
- --------------------------------------------------------------------------------
$ 1,345
================================================================================

LIABILITIES & VENTURERS' EQUITY:
Accounts payable and accrued liabilities $ 136
Venturers' equity:
Company and its subsidiaries 272
Other ventures 937
- --------------------------------------------------------------------------------
$ 1,345
================================================================================

Statements of Income Year Ended December 31,
- --------------------------------------------------------------------------------
(Thousands of Dollars) 1997 1996
- --------------------------------------------------------------------------------
REVENUES:
Sales of real estate $ 2,120 $1,445
Cost of sales 1,053 922
- --------------------------------------------------------------------------------
1,067 523
Rental and other income 195 242
----- ---
1,262 765
- --------------------------------------------------------------------------------

EXPENSES:
Operating expenses 107 242
----- -----
Income before gain on debt settlements 1,155 523
Gain on debt settlements 1,118(a)
- --------------------------------------------------------------------------------
Net income $1,155 $1,641
================================================================================
Equity of the Company
in income before extraordinary gains $ 126 $ 43
================================================================================

(a) The Company's equity in the gain on debt settlements is reported
in the accompanying consolidated statement of income as an extraordinary
gain.

No federal income tax provision is included in the combined condensed
statements of income for the joint ventures since each venturer will report in
its tax return its share of each joint venture's income.

25
<PAGE>

(4) FEDERAL INCOME TAXES

The estimated tax effect of temporary differences and tax attributes
representing deferred tax liabilities and assets is summarized as follows:

December 31,
- -------------------------------------------------------------------------
(Thousands of Dollars) 1997
- -------------------------------------------------------------------------

Tax benefits due to:
Tax loss carryforwards $ 7,906
Accrued expenses and other liabilities 105
Other 115
--------
Gross deferred tax asset 8,126
Deferred tax liability due to:
Accelerated depreciation (68)
Basis difference in real estate assets (823)
--------
Net deferred tax asset 7,235
Less-Valuation allowance (7,235)
--------
$ ---
========
The Company estimates that as of December 31, 1997, its loss carryforward
for federal income tax reporting purposes, is approximately $23.2 million, of
which approximately $1.8 million is capital loss carryforward. During 1997,
approximately $5.6 million of the capital loss carryforward expired. The
remainder of the capital loss carryforward will expire by 2001. The operating
loss carryforward will begin to expire in 2002. The tax benefit of the operating
loss carryforward has been recognized as a reduction of the deferred taxes
provided on temporary differences which are expected to reverse during the
carryforward period. The valuation allowance as of December 31, 1997 totaled
$7,235,000, a decrease of approximately $1,919,000 from December 31, 1996
primarily due to expiration of capital loss carryforwards discussed above.

No taxes were paid during 1997 or 1996.

In October 1986, the Tax Reform Act of 1986 (the Act) was passed. The Act
substantially changed the rules regarding the availability of a corporation's
operating loss carryforward following a significant change of ownership. Under
most circumstances, the limitations on the use of the operating loss
carryforward are imposed if the equity ownership of a corporation's 5%
stockholders increases by more than 50% over the lowest percentage of equity
ownership of such stockholders during the three year period prior to the date of
the ownership change. No change of ownership had occurred through December 31,
1997. The Revenue Reconciliation Act of 1993 did not have a material impact on
the Company's financial position or results of operation.

26
<PAGE>

(5) NOTES PAYABLE AND OTHER DEBT

NOTES PAYABLE

The Company's notes payable are summarized as follows:

December 31,
- ---------------------------------------------------------------------
(Thousands of Dollars) 1997
- ---------------------------------------------------------------------
Matured notes, partially secured by real
estate, bearing interest at rates ranging
from 6% to 10% $ 947

Matured notes issued to various debenture holders,
bearing interest at 6% 3,440

Matured notes payable to Walter M. Mischer secured by
real estate, and bearing interest
at the prime rate plus 1% 338

Notes payable to Walter M. Mischer (See Note 7) 117

Other 175
------
$5,017
======

During 1993 the Company restructured debentures with an aggregate principal
balance of $2,331,000, debenture loans advanced by certain debenture holders
with aggregate principal balances of $639,000 and accrued and unpaid interest
with respect to these Debentures and debenture loans of approximately $470,000
in exchange for unsecured promissory notes of the Company. These notes with an
aggregate principal balance of $3,440,000 bear interest at 6% compounded
annually and were due October 2, 1996.

OTHER DEBT

At December 31, 1997, other debt of $495,000 consists of unsecured notes
payable which were due September 30, 1993 and related accrued interest payable
to trade creditors of a former subsidiary of the Company that ceased operations
during 1989. See Note 1 for a discussion of the settlement of certain of these
notes.

As of December 31, 1997, the Company was delinquent on principal and interest
payments of $5,220,000 and $1,744,000, respectively, on its notes payable and
other debt. The Company is currently negotiating settlement of these debts.

With the exception of the improvements and a portion of the land located at
the Company's resort in west Texas, substantially all of the Company's real
estate assets are pledged as collateral. Minimum annual principal payments on
total notes payable and other debt during the years 1998 through 2002 are
$15,500, $0, $0, $101,000, and $175,000, respectively, not including the
delinquent principal amounts discussed above. Additional amounts may become due
to obtain the release of real estate which is sold.

27
<PAGE>

As of December 31, 1997, the Company has not received any notices of default
or acceleration from any of its lenders.

Interest paid on the consolidated indebtedness during the years ended December
31, 1997 and 1996 was $26,000 and $25,000, respectively.

(6) COMMITMENTS AND CONTINGENCIES

Due to the location of the Company's investment in the west Texas resort
development and lack of public fire protection, the cost of obtaining insurance
is considered prohibitive; consequently, property insurance is not carried by
the Company for this development.

The Company has a month to month lease with Hallmark which provides for
aggregate annual payments of approximately $40,000.

The Company is also named a defendant in lawsuits and other claims arising in
the ordinary course of the Company's business. If the Company, in the light of
its present circumstances, were required to make substantial cash expenditures
in connection with current and future lawsuits and other claims, such
expenditures might have a material adverse effect on the Company's consolidated
financial position and might affect the Company's ability to continue as a going
concern.

(7) RELATED PARTY TRANSACTIONS

During 1996, the Company settled certain obligations with related parties.
These settlements are discussed in Note 1.

In connection with various debt settlements during the past several years, Mr.
Mischer had loaned or advanced the Company various amounts. In 1993, these
loans and advances were consolidated into a single note in the principal amount
of $338,000. This note bears interest at the prime rate plus 1% and which
matured in May, 1997. This note is secured by approximately 14,720 acres of
land located adjacent to the Company's resort in west Texas. In addition,
during 1996, the Company executed two additional notes to Mr. Mischer. One note
in the original principal amount of $25,688 is unsecured and is payable in
monthly payments of $640 per month, bears interest at the rate of 9% and is due
March 1998. At December 31, 1997, the outstanding principal balance was
$16,000. The second note is secured by receivables, is payable monthly as
collections on the related receivables are received, bears interest at the rate
of 9%, with a final maturity of July 2001. During 1997, The Company borrowed an
additional $66,000 and made payments of $16,000 in connection with this note.
As of December 31, 1997, the outstanding principal balance was $101,000.

During 1990, the Company entered into a series of transactions relating to its
75% joint venture interest in Heritage Park Venture II (Heritage Park). Prior
to these transactions, the Company had effectively conveyed to others
substantially all of its beneficial interest in Heritage Park. The Company
negotiated to reacquire the rights to proceeds from Heritage Park that had been
conveyed to its lenders for $2,285,000 and to settle $1,267,000 of its
indebtedness with the lenders. The Company sold an unencumbered 62.5% interest
in Heritage Park to Hallmark for $2,285.000. The Company retained a 12.5% joint
venture interest in Heritage Park. The Company received cash distributions of

28
<PAGE>

$0 and $95,000 and recognized income of $147,000 and $72,000 during 1997 and
1996, respectively, relating to its remaining 12.5% equity interest in Heritage
Park.

During 1997, Mr. Mischer purchased various construction materials from the
Company's resort in west Texas totaling $102,000, which represented the
Company's cost of these items plus 10%. In addition Mr. Mischer reimbursed the
Company $50,000 for salaries.

On December 15, 1989, Mr. Mischer and Walter M. Mischer, Jr. agreed to make
debenture loans to the Company equal to all future principal payments and 72% of
future interest payments received on the Debentures held by them. In 1991, Mr.
Mischer and Mr. Mischer, Jr. agreed to make debenture loans to the Company equal
to 100% of the interest payments received on the Debentures on June 1 and
December 1, 1991. Such debenture loans made to the Company bear interest at the
same rate as the applicable 7% or 8.5% Debenture and were due on September 30,
1993. See Note 5 describing the terms of the Debenture modification. In
addition, Mr. Mischer and Mr. Mischer, Jr. made debenture loans of $133,000
which amount is equal to 72% of interest payments received during 1989 on the
Debentures held by them. Such debenture loans made to the Company during 1989
bear interest at 6% and 7% per annum and were due on September 30, 1993. During
1993, in connection with the restructure of the Company's Debentures, the
Company issued $3,440,000 in unsecured promissory notes to certain directors,
stockholders and affiliates including notes to Mr. Mischer, Mr. Mischer, Jr.,
John D. Weil and John W. Storms, Trustee, in the aggregate principal amount of
$2,995,000 to consolidate amounts due for the debenture loans discussed above,
Debentures held by them and accrued and unpaid interest. These notes bear
interest at 6% compounded annually and were due October 2, 1996.

Mr. Mischer and Mr. Mischer, Jr. participate in real estate projects in the
Houston area which may compete with the Company's projects.

In January 1990, the Company entered into an agreement with a limited
partnership, in which Mr. Mischer holds an effective interest of 50%, to manage
the development and sales of a residential property for a monthly fee of
$10,000. In addition, the Company manages real estate projects in which Mr.
Mischer has effective ownership interests ranging from 33 1/3% to 100% for an
aggregate monthly management fee of $44,000. The Company also has management
contracts on the two office buildings in which Mr. Mischer has an ownership
interest which provide for aggregate monthly management fees of $10,000. The
management contracts are cancelable upon thirty days notice. In addition,
during 1995, the Company entered into a management agreement with a partnership
in which Mr. Mischer, Jr. has a 50% ownership interest which provides for
monthly payments. The Company received management fees of $40,000 and $116,000
from this partnership during 1997 and 1996, respectively. This contract was
terminated in April 1997. As of December 31, 1997, the Company had accounts
receivable from these and other projects of $99,000.

A joint venture in which Mr. Mischer has an ownership interest has options to
purchase lots from a joint venture in which the Company is a venturer. A total
of 119 lots and 73 lots were purchased by this affiliated joint venture for an
aggregate amount of $2,120,000 and $1,445,000 during 1997 and 1996,
respectively. This joint venture has outstanding option contracts totaling
approximately $1,031,000 covering 57 lots with the affiliated joint venture at
December 31, 1997.

29
<PAGE>

During 1992 and 1987, Mr. Mischer purchased certain notes receivable held by a
subsidiary of the Company at face amount of $83,000 and $546,000, respectively.
The Company is required at Mr. Mischer's election to repurchase, at par, any
note with a payment more than 90 days delinquent. None of these notes have been
repurchased through December 31, 1997.

Due to the Company's financial condition, it was unable to construct
additional employee housing at the Company's resort in west Texas. As a result
Mr. Mischer built and owns additional employee housing that is leased by the
Company on a month to month basis for $2,100 per month.

In the opinion of the management of the Company, all of the transactions
described above were effected on terms at least as favorable to the Company as
those which could have been obtained from unaffiliated third parties.

(8) ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses included the following:

December 31,
- -------------------------------------------------
(Thousands of Dollars) 1997
- -------------------------------------------------

Trade accounts payable $ 155
Accrued interest payable 1,744
Accrued taxes payable 213
Accrued insurance settlements 273
Other accrued liabilities 35
------
$2,420
======

30
<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.

SOUTHERN INVESTORS SERVICE COMPANY, INC.

By: WALTER M. MISCHER

-------------------------------
Walter M. Mischer
Chairman of the Board
Chief Executive Officer

Date: March 30, 1998

Pursuant to the requirements of the Securities Exchange Act of 1934 this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

/s/WALTER M. MISCHER Date: March 30,1998
- ----------------------------------------
Walter M. Mischer
Chairman of the Board and
Chief Executive Officer
Director

/s/WALTER M. MISCHER, JR. Date: March 30, 1998
- ----------------------------------------
Walter M. Mischer, Jr.
President and Director
Chief Operating Officer

/s/ERIC SCHUMANN Date: March 30, 1998
- ----------------------------------------
Eric Schumann
Senior Vice President - Finance
Principal Financial and Accounting Officer

/s/JOHN D. WEIL Date: March 30, 1998
- ----------------------------------------
John D. Weil
Director

31
<PAGE>

INDEX TO EXHIBITS
BY PAGE IN SEQUENTIAL NUMBER COPY

Document or Exhibit Page No.
- --------------------------------------------------------------------------------

Exhibit 21 Subsidiaries of the Registrant............................... 33

Exhibit 27 Financial Data Schedule..................................... 34

<PAGE>

EXHIBIT 21- SUBSIDIARIES OF THE REGISTRANT

Percentage of
Owned by Registrant Voting Securities
- ------------------- -----------------
Mischer Enterprises, Inc. (Texas) 100%

City Pavers, Inc. d/b/a
Mischer Paving & Utility Company,
in the State of Texas (Delaware) 100%

Lajitas Utility Co., Inc. (Texas) 100%

The subsidiaries listed above are included in the Company's consolidated
financial statements.

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
FINANCIAL STATEMENTS, AS OF DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 154
<SECURITIES> 0
<RECEIVABLES> 303
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,661
<DEPRECIATION> 4,254
<TOTAL-ASSETS> 3,606
<CURRENT-LIABILITIES> 0
<BONDS> 5,512
0
0
<COMMON> 3,281
<OTHER-SE> (7,891)
<TOTAL-LIABILITY-AND-EQUITY> 3,606
<SALES> 0
<TOTAL-REVENUES> 3,654
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,343
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 369
<INCOME-PRETAX> (58)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (58)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)

</TABLE>