<PAGE> 1
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended December 31, 1996
Commission file number 0-10810
KIEWIT ROYALTY TRUST
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Nebraska 47-6131402
------------------------------------ --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
Trust Division
First Bank, National Association
1700 Farnam Street
Omaha, Nebraska 68102
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(Address of principal executive offices)
(402) 348-6000
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(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: Units of Beneficial Interest
--------------------------------------------
(Title of class)
</TABLE>
Indicate by check mark whether the registrant (1) has filed all
reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such report(s)), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes X . No .
----- ----
There currently is no market for the Units of Beneficial Interest of
the registrant held by nonaffiliates of the registrant. Therefore, the
aggregate market value of the Units is not available.
As of March 15, 1997, there were 12,633,432 Units of Beneficial
Interest of the registrant outstanding.
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TABLE OF CONTENTS
<TABLE>
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Page
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Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(a) General Development of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(b) Financial Information about Industry Segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(c) Narrative Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(d) Financial Information about Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(a) Producing Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(b) Non-Producing Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 4. Submission of Matters to a Vote of Security
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(a) Market Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(b) Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(c) Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(a) Decker Mine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(b) Black Butte Mine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(c) Spring Creek Mine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(d) Big Horn Mine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(e) Trust Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(a) Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(b) Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Item 10. Directors and Executive Officers of the
Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>
i
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<TABLE>
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Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(a) Security Ownership of Certain Beneficial
Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(b) Security Ownership of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(c) Changes in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Item 13. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(a) Transactions with Management and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(b) Certain Business Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(c) Indebtedness of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(d) Transactions with Promoters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(a) Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(b) Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(c) Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(d) Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
</TABLE>
ii
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Item 1. BUSINESS.
(a) GENERAL DEVELOPMENT OF BUSINESS. Kiewit Royalty Trust
(hereinafter referred to as the "Trust") is a trust organized under the laws of
the State of Nebraska. The Trust was created under a Trust Indenture dated May
17, 1982, which subsequently was amended as of June 9, 1982, June 23, 1982, and
by a court order dated September 23, 1994. A copy of the Trust Indenture is
attached to the Form 10 filed by the Trust on December 23, 1982, and is
incorporated herein by reference. A copy of the Order of the County Court of
Douglas County, Nebraska, dated September 23, 1994, amending the Trust
Indenture is attached to the Form 10-Q filed by the Trust on November 14, 1994,
and is incorporated herein by reference.
The Trust was created by Peter Kiewit Sons', Inc., a Delaware
corporation (hereinafter referred to as "Kiewit"). It was organized to provide
an efficient, orderly and practical means for the administration of income
received from certain royalty and overriding royalty interests */ in certain
coal leases. The royalty and overriding royalty interests that the Trust owns
were conveyed to the Trust by Kiewit effective June 28, 1982, pursuant to
conveyance documents that gave the Trust legal title to the property interests
conveyed. Ownership interests in the Trust are represented by 12,633,432 units
of beneficial interest (hereinafter referred to as "Units"). On June 23, 1982,
the Units were distributed pro rata to holders of Kiewit's Class B and Class C
common stock, as of June 10, 1982, who were citizens of the United States.
The Trust has no active plan of business operation and is a purely
ministerial trust. The Trust Indenture currently provides that all available
income, after paying or making provisions for liabilities and obligations, is
- -----------------------------------
*/ When the owner of mineral rights executes a lease entitling the lessee to
develop, mine, and sell the minerals, the lessee takes an "operating interest"
and the owner may retain a "royalty interest." A royalty interest is a right
to receive a specified amount per ton or a specified portion of the value of
the total production of the property, free of the expense of development and
operation. An "overriding royalty interest," which is similar to a royalty
interest, is sometimes retained by the lessee of the mineral rights upon the
lessee's assignment of the lease. Payment of an overriding royalty is
generally subject to payment of the royalty.
1
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to be distributed to holders of Units (hereinafter referred to as "Unit
Holders") during the months of January, April, July, and October of each year.
The trustee of the Trust is First Bank, National Association ("Trustee"),
Omaha, Nebraska, which is a wholly owned subsidiary of First Bank System, Inc.,
a registered bank holding company.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS. The Trust
receives its income from only one industry segment. Financial information for
that industry segment appears in Item 8, below.
(c) NARRATIVE DESCRIPTION OF BUSINESS. The Trust owns three (3)
royalty interests and sixteen (16) overriding royalty interests relating to
leases in four coal mining areas in Montana and Wyoming. The royalty and
overriding royalty interests transferred to the Trust previously had been owned
by various wholly owned Kiewit subsidiaries, and by Montana Royalty Company,
Ltd., a partnership among three wholly owned Kiewit subsidiaries and Resource
Development Co., Inc., a Washington state corporation.
The Trust is administered by officers and employees of the Trustee,
but there are no specific persons employed by the Trustee having the full-time
duty of administering the Trust. Under the Trust Indenture, the basic function
of the Trustee is to collect income from the Trust's properties, to pay out of
the Trust's income and assets all expenses, charges, and obligations, and to
pay remaining cash to Unit Holders on a quarterly basis. The Trustee also is
obligated to make annual financial reports to Unit Holders, to file all
fiduciary income tax returns, and to prepare, execute, and deliver certificates
of beneficial interest to the Unit Holders. The Trustee is obligated, subject
to the terms of the Trust Indenture, to use its best judgment in good faith in
all matters relating to the Trust and Trust properties.
The Trustee is authorized and required to use the money it receives to
pay all liabilities of the Trust, including but not limited to all services as
Trustee, and the compensation of geologists, engineers, accountants, attorneys,
or the professional expert persons that the Trustee
2
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may, in its discretion, employ in the administration of the Trust. With
respect to any liability that is contingent or uncertain in amount or that
otherwise is not currently due, the Trustee has the discretion to establish
cash reserves for the payment thereof.
All available net income of the Trust will be distributed pro rata on
a quarterly basis to Unit Holders. During any period between distributions to
Unit Holders, the Trustee may invest any cash being held as a reserve for
liabilities or for distribution in (i) time deposits of the Trustee Bank; (ii)
any open-ended management type investment company or investment trust
registered pursuant to the Investment Company Act of 1940 (provided that such
investment matures on or before the next succeeding distribution date and is
held until maturity); or (iii) trust-quality fixed net asset money market funds
that have total assets of $100,000,000 or more and consist solely of direct
obligations of the U.S. Government and/or next-business day repurchase
agreements fully collateralized by direct obligations of the U.S. Government.
The Trust Indenture grants to the Trustee only such rights and powers
as are necessary to achieve the purposes of the Trust. The Trust Indenture
prohibits the Trustee from entering into or engaging in any business or
commercial activity of any kind or from using any portion of the assets of the
Trust to acquire any coal lease, royalty, or mineral interest. The Trustee may
sell Trust properties only as authorized by a vote of a majority-in-interest of
Unit Holders, except that the Trustee may sell Trust properties upon the
termination of the Trust without a vote of Unit Holders. Any sale of Trust
properties must be for cash, and the Trustee is obligated to distribute the
available net proceeds of any such sale pro rata to Unit Holders.
The Trust is irrevocable, but it may be terminated by (i) three
successive fiscal years in which net revenue is less than $1,000,000 per year;
(ii) a vote in favor of termination by a majority-in-interest of Unit Holders;
or (iii) operation of the provisions of the Trust Indenture intended to permit
the Trust to comply with the rule against perpetuities. Upon the termination
3
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of the Trust, the Trustee will continue to act in such capacity until all
assets of the Trust are distributed. The Trustee will sell all Trust
properties for cash in one or more sales and, after satisfying all expenses,
claims and liabilities and establishing adequate reserves, if necessary, for
the payment of contingent liabilities, will distribute the remaining proceeds
of such sales according to the respective interests and rights of Unit Holders.
(d) FINANCIAL INFORMATION ABOUT OPERATIONS. During 1996, the
Trust received net royalty income of $5,764,334 for distribution to Unit
Holders. See Item 8, below.
Item 2. PROPERTIES.
The Trust's properties consist of royalty and overriding royalty
interests in nineteen (19) coal leases in four mining areas located in the
States of Wyoming and Montana. All of these royalty and overriding royalty
interests were transferred to the Trust, as described in Item 1, above, by
Kiewit and are subject to the provisions of the coal lease agreements under
which they were created.
The royalty and overriding royalty interests transferred to the Trust
provide for the payment of either a specified amount per ton of coal produced,
or a fixed percentage of the value or price with respect to the coal produced
under the leases relating to these interests. The terms of these royalty and
overriding royalty interests vary considerably, as does the acreage covered by
the underlying coal leases, the total recoverable reserves on such leases, and
the recoverable reserves to be mined under current contracts.
The remaining periods of the underlying coal leases as of December 31,
1996, including optional renewal periods, are such that, given the productive
capacity of the mines that are the subjects of the leases, the full estimated
total recoverable reserves could be extracted. However, it does not appear
likely that the estimated total recoverable reserves will in fact be extracted.
See "Properties -- Producing Leases -- Revised Production Estimates" and
"Management's Discussion and Analysis of Financial Condition
4
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and Results of Operations," below. Failure to extract the total recoverable
reserves or failure to sell any portion of the coal extracted could adversely
affect the royalties payable to the Trust.
The following chart sets forth the actual total amount of coal
production (including production under leases in which the Trust has no royalty
or overriding royalty interests) of the four mines to which the coal leases
pertain:
<TABLE>
<CAPTION>
-- Tons of Coal Produced --
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Decker Mine 10,990,492 10,277,584 10,514,777 10,804,090 11,944,887
Black Butte 1,838,293 2,240,962 4,029,771 2,704,770 6,238,556
Mine
Big Horn Mine 15,549 38,207 94,037 91,884 71,068
Spring Creek 9,015,000 8,512,495 9,934,305 7,175,434 6,641,333
Mine ---------- ---------- ---------- ---------- ----------
Total 21,859,334 21,069,248 24,572,890 20,776,178 24,895,844
========== ========== =========== ========== ==========
</TABLE>
Set forth below is a summary by mine area of pertinent information as
of December 31, 1996, about each of the producing leases in which the Trust has
either royalty or overriding royalty interests.
(a) PRODUCING LEASES.
(i) DECKER MINE. Decker Coal Company ("Decker") operates this
mine, which is located in Big Horn County, Montana, approximately 20 miles
north of Sheridan, Wyoming. Decker is a joint venture between Kiewit Coal
Properties Inc. (a wholly owned subsidiary of Kiewit and formerly named Kiewit
Mining Group Inc.) and Western Minerals, Inc. (a wholly owned subsidiary of
NERCO, Inc.). Each joint venturer owns a fifty percent (50%) interest in the
joint venture. The Decker Mine in its entirety includes approximately 17,838
acres and has an annual productive capacity of 16,000,000 tons.
The Trust owns overriding royalty interests in six (6) productive
leases at the Decker Mine. The terms of the Trust's overriding royalty
interests and the estimated total recoverable reserves of each lease are set
5
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forth in the table below, of which the accompanying notes are an integral part:
<TABLE>
<CAPTION>
Estimated
Terms of Total Recover-
Overriding able Reserves
Lease Lessor Royalties (in tons)
- ----- ------ --------- -------------
<S> <C> <C>
M-073093 United States 5 cents per ton*/ 117,545,000
M-061685 United States 10 cents per ton*/ 32,589,000
M-057934 United States 10 cents per ton*/ 31,924,000
C-527-63**/ Montana 10 cents per ton***/ 15,391,000
C-531-65****/ Montana 5 cents per ton***/ 9,113,000
C-823-66*****/ Montana 5 cents per ton***/ - 0 -
-----------
Total Estimated Recoverable Reserves 206,562,000
===========
</TABLE>
(ii) BLACK BUTTE MINE. Black Butte Coal Company ("Black Butte")
operates this mine in Sweetwater County, approximately 35 miles east of Rock
Springs, Wyoming. Black Butte is a joint venture between Kiewit Coal
Properties Inc. and Bitter Creek Coal Company (a wholly owned subsidiary of
Union Pacific Corporation). The Black Butte Mine in its entirety includes
approximately 50,220 acres and has an annual productive capacity of 6,000,000
tons.
The Trust owns overriding royalty interests in two (2) productive
leases at the Black Butte Mine. The terms of the Trust's overriding royalty
interests and the estimated total recoverable reserves of each lease are set
forth in the table below, of which the accompanying note is an integral part:
- ---------------------------------
*/ The Trust has an undivided one-half interest in a second overriding royalty
pertaining to this lease. By the terms of the assignment by which it was
created, this second overriding royalty, when added to all other overriding
royalties pertaining to the lease, may not exceed fifty percent (50%) of the
royalty payable to the lessor under the lease.
**/ This Lease was renewed effective November 13, 1993 and was assigned a new
lease number of C-1085-93.
***/ The Trust has an undivided one-half interest in a second overriding
royalty pertaining to this lease. By the terms of the assignment by which it
was created, this second overriding royalty, when added to the underlying
royalty pertaining to the lease, will be equal to the highest cumulative
royalties being paid in the States of Montana or Wyoming.
****/ This Lease was renewed effective April 14, 1995 and was assigned a new
lease number of C-1087-95.
*****/ This Lease was renewed effective June 2, 1996 and was assigned a new
lease number of C-1090-96.
6
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<TABLE>
<CAPTION>
Estimated
Terms of Total Recover-
Overriding able reserves
Lease Lessor Royalties (in tons)
- ----- ------ ---------- --------------
<S> <C> <C>
W-6266 United States 50% of the 5,996,000
royalty
payable to
the lessor
0-27475 Wyoming 3% of the
gross output 4,251,000
----------
Total Estimated Recoverable Reserves 10,247,000
</TABLE>
The Trust's overriding royalty from lease number W-6266 is further
limited to the difference between a specified amount per ton and the royalty
per ton payable to the lessor.*/
(iii) BIG HORN MINE. Big Horn Coal Company ("Big Horn") has operated
this mine, which is located approximately 5 miles north of Sheridan, Wyoming,
in Sheridan County. Big Horn is a wholly owned subsidiary of Kiewit Coal
Properties Inc. The Big Horn Mine in its entirety includes approximately 4,890
acres and has an annual productive capacity of 3,000,000 tons. The Trust owns
royalty interests in three (3) productive leases at the Big Horn Mine.
The terms of the Trust's royalty interests and the estimated total
recoverable reserves of each lease are set forth in the table below, of which
the accompanying notes are an integral part:
- ----------------------------
*/ Total remaining reserves on lease W-6266 are 25,154,000 tons. However, due
to a renegotiation provision regarding the royalty payable under the lease and
the cap on the amount of the overriding royalty, the Trust no longer receives
an overriding royalty on coal produced after March 31, 1996. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
7
<PAGE> 11
<TABLE>
<CAPTION>
Estimated Total
Terms of Recoverable
Lease Lessor Royalties reserves (in tons)
- ----- ------ ------------------- -------------------
<S> <C> <C>
Hitson Peter Kiewit 12 1/2% of selling 413,000
Lease Sons' Co. */ price
Hitson- Peter Kiewit 10 cents per ton 761,000
Schreibeis Sons' Co.
Lease
Flying V Peter Kiewit 10% of avg. gross
Lease Sons' Co. sales price **/ 1,046,000
---------
Total Estimated Recoverable Reserves 2,220,000
</TABLE>
The Trustee understands that Kiewit anticipates minimal production
from the Big Horn Mine in 1997 (and in future years) as a result of the
expiration of the primary coal sales contract at the end of 1988. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," below.
(iv) SPRING CREEK MINE. Spring Creek Coal Company ("Spring Creek")
operates this mine, which is located in Big Horn County, Montana, approximately
25 miles north of Sheridan, Wyoming. Spring Creek is a subsidiary of NERCO,
Inc. The Spring Creek Mine in its entirety includes approximately 2,560 acres
and has an annual productive capacity of 10,000,000 tons.
The Trust owns an overriding royalty interest in one productive lease
at the Spring Creek Mine. The terms of the overriding royalty interest and the
estimated total recoverable reserves of the lease are set out below:
- -------------------------
*/ Peter Kiewit Sons' Co. is a wholly owned subsidiary of PKS Information
Services, Inc., which in turn is a wholly owned subsidiary of Kiewit
Diversified Group Inc., which in turn is a wholly owned subsidiary of Kiewit.
**/ By the terms of the assignment by which it was created, the royalty
payable for this lease is 10% of the average gross sales price per ton or, if
greater, the highest royalty payable to the U.S. government for similar quality
coal mined in the State of Wyoming.
8
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<TABLE>
<CAPTION>
Estimated
Terms of Total Recover-
Overriding able reserves
Lease Lessor Royalties (in tons)
- ----- ------ ---------- --------------
<S> <C> <C> <C>
M-069782 United States 10 cents per ton*/ 84,647,000
==========
</TABLE>
(v) REVISED PRODUCTION ESTIMATES. The numbers set forth in the
charts above in the column entitled "Estimated Total Recoverable Reserves"
reflect estimates made at the time of the formation of the Trust in 1982,
reduced to reflect the amount of coal actually extracted from the relevant
leases. As a result, certain of these numbers do not reflect current
conditions in the coal market. In light of recent reductions in the amounts of
coal purchased under existing coal contracts (based both upon elections by
customers to take the minimum quantities of coal permitted under the terms of
such agreements and upon amendments of such agreements) and current conditions
in the coal market, the amount of coal expected to be produced from such leases
has been significantly reduced. As of December 31, 1996, the Trustee
understands that the amounts of coal expected to be recovered from the relevant
leases were as follows:
<TABLE>
<CAPTION>
Lease Revised Estimate
----- ----------------
<S> <C>
M-073093 14,769,000
W-6266 -0-
0-27475 -0-
Hitson -0-
Hitson-Schreibeis -0-
Flying V 50,000
</TABLE>
(b) NON-PRODUCING LEASES. In addition to its interests in these
productive leases, the Trust has overriding royalty interests in three (3)
leases, containing 27,800,000 tons of total estimated recoverable coal reserves
from which no production is currently contemplated and in four (4)
- ---------------------------
*/ Under the terms of the lease, if the production royalty payable to the
United States is increased, then the overriding royalty will be recomputed to
equal 10.75% of such production royalty.
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<PAGE> 13
leases, containing approximately 19,300,000 tons of coal, which are considered
to be not minable because of access, alluvial valley, or other problems.
Item 3. LEGAL PROCEEDINGS.
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) MARKET INFORMATION. There is no established public trading
market for the Units. The Units have not been registered under the Securities
Act of 1933 ("1933 Act"), nor have they been registered under the securities
laws of any state. Accordingly, resales of the Units are subject to certain
restrictions on transferability.
Under the 1933 Act, the Units should be treated as "restricted
securities." As such, resales of the Units are subject to certain restrictions
on transferability under the federal securities laws. Unit Holders should
consult with their own counsel regarding their ability to sell their Units.
However, under the Securities and Exchange Commission's Rule 144, a Unit Holder
who is not an "affiliate" */ of the Trust and has held his or her Units since
the creation of the Trust should be able to sell such Units without
restriction. Any Unit Holder who has acquired his or her Units since the
creation of the Trust should likewise be able to sell such Units without
restriction so long as at least three years have elapsed since such Units were
owned by any affiliate of the Trust. In this regard, it should also be noted
that sales of the Units might be made without compliance with Rule 144 pursuant
to the less definite standards of the so-called Section 4(1-1/2) exemption from
the registration requirements of the 1933 Act.
- ------------------------------------
*/ Under Rule 144(a)(i), an "affiliate" of the Trust would be any person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Trust.
10
<PAGE> 14
None of the Units is subject to outstanding options or warrants to
purchase, and no securities are convertible into Units. Under the terms of the
Trust Indenture, the Trust may not issue additional Units.
(b) HOLDERS. The Units are the only class of security issued by
the Trust. The table below sets forth the approximate number of Unit Holders
of record on December 31, 1996:
<TABLE>
<CAPTION>
Approximate Number
------------------
Title of Class of Unit Holders
-------------- ---------------
<S> <C>
Units of Beneficial 808
Interest ===
</TABLE>
(c) DIVIDENDS. The Trust pays no dividends since it is not a
corporation. Within ten (10) business days after the end of each calendar
quarter, however, the Trustee will distribute the Quarterly Distribution Amount
(as defined below) for the three preceding months, together with any
undistributed interest earned on each such amount to the payment date. This
distribution is made pro rata to Unit Holders of record on the last business
day for each such quarter (the "Quarterly Record Date").
The Quarterly Distribution Amount distributed to each Unit Holder is
the excess, if any, of (i) the cash received during such quarter that is
attributable to the royalties and overriding royalties held by the Trust, plus
any decrease in any cash reserve theretofore established by the Trustee for the
payment of liabilities of the Trust, plus any other cash receipts of the Trust
during such quarter other than interest earned on the Quarterly Distribution
Amount for any other quarter that is earned before the actual distribution for
the fiscal quarter that includes that other quarter, over (ii) the liabilities
of the Trust paid during such quarter plus the amount of any cash reserve
established or increased by the Trustee for the payment of any future or
contingent liabilities of the Trust.
The table below shows the aggregate Quarterly Distribution Amounts
(including interest) for each quarter during 1996 and 1995 and shows the date
on which such amounts were distributed:
11
<PAGE> 15
1996
<TABLE>
<CAPTION>
Quarter Date Dis- --Distribution Amounts--
Ended tributed In Total Per Unit
- ------- -------- -------- --------
<S> <C> <C> <C>
March 31, 1996 04/08/96 $ 2,251,369 $ .178207
June 30, 1996 07/11/96 290,885 .023025
Sept. 30, 1996 10/11/96 2,993,804 .236975
Dec. 31, 1996 01/14/97 244,268 .019335
----------- ---------
Total Distributed $ 5,780,326 $ .457542
=========== =========
</TABLE>
1995
<TABLE>
<CAPTION>
Quarter Date Dis- --Distribution Amounts--
Ended tributed In Total Per Unit
- ------- -------- -------- --------
<S> <C> <C> <C>
March 31, 1995 04/10/95 $ 3,479,358 $ .275409
June 30, 1995 07/07/95 466,645 .036937
Sept. 30, 1995 10/10/95 3,426,087 .271192
Dec. 31, 1995 01/11/96 162,011 .012824
---------- ---------
Total Distributed $ 7,534,101 $ .596362
=========== =========
</TABLE>
Item 6. SELECTED FINANCIAL DATA.
The table below sets forth selected financial data, drawn from the
Trust's audited financial statements, for each of the last five years.
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Royalty and
Interest
Income $5,829,963 $7,581,124 $7,873,846 $8,428,970 $7,190,691
Received
Escrowed
Funds - - - - - - - - 80,655 - - - - - - - -
Amounts
Reserved
by Trustee - - - - - - - - - - - - (80,655)*/ - - - -
Trust
Expenses (49,637) (47,023) (63,691) (61,204) (72,392)
----------- ---------- ---------- ---------- -----------
Distributable
Income $5,780,326 $7,534,101 $7,890,810 $8,287,111 $7,118,299
========== ========== ========== ========== ===========
Distributable
Income Per Unit
(12,633,432
units) $ .457542 $ .596362 $ .624597 $ .655967 $ .563449
========== ========== ========== ========== ===========
Total Assets $ 335,164 $ 258,931 $ 507,440 $ 512,417 $ 750,495
========== ========== ========== ========== ===========
</TABLE>
- ----------------------------
*/ This figure represents $80,538 paid by Black Butte to the Trust during
thefourth quarter of 1993 but reserved by the Trustee, plus accrued interest
thereon in the amount of $117 as of December 31, 1993.
12
<PAGE> 16
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Distributable income (the total amount of net royalty and overriding
royalty payments received from the various mines, increased by the amount of
interest earned and any other amounts received by the Trust and decreased by
the amount of Trust expenses) for 1996 was $5,780,326 compared to $7,534,101
for 1995.
The following schedule reflects the royalty and overriding royalty
payments received by the Trust in respect of leases at the following mines:
<TABLE>
<CAPTION>
Mine 1996 1995 1994
-------- ---- ---- ----
<S> <C> <C> <C>
Decker $4,707,364 $5,783,247 $6,141,866
Black Butte 153,352 655,834 772,969
Spring Creek 879,192 913,096 793,375
Big Horn 24,426 130,206 143,156
---------- ---------- ----------
$5,764,334 $7,482,383 $7,851,366
========== ========== ==========
</TABLE>
(a) DECKER MINE. The amount of royalties and overriding royalties
received by the Trust with respect to the Decker Mine decreased to $4,707,364
in 1996 from $5,783,247 in 1995. This decrease was due to a change in the
relative amounts of coal mined under leases bearing high and low overriding
royalty rates per ton, which was a normal result of the execution of a mining
plan encompassing several coal leases bearing different royalty rates.
(b) BLACK BUTTE MINE. Royalties received by the Trust from the Black
Butte Mine decreased to $153,352 in 1996 from $655,834 in 1995. This decrease
is the result of decreased sales from the Black Butte Mine as well as the fact
that Federal Lease W-6266 was renewed effective April 1, 1996 and the Trust no
longer receives an overriding royalty on coal produced after March 31, 1996 as
explained below.
Lease number W-6266 provides that the terms and conditions of the
lease are subject to "reasonable readjustment" effective on April 1, 1996. At
that time, the royalty rate payable to the United States will be increased to
12- 1/2%, which is the currently prevailing federal royalty rate. Because of
the
13
<PAGE> 17
cap on the amount of the overriding royalty payable to the Trust with respect
to this lease, the increased royalty rate will effectively eliminate further
payments to the Trust with respect to that lease.
(c) SPRING CREEK MINE. Royalties received from the Spring Creek Mine
decreased to $879,192 during 1996 from $913,096 in 1995. This decrease
reflects decreased production under the applicable leases.
(d) BIG HORN MINE. Royalties received from the Big Horn Mine
decreased to $24,426 during 1996 from $130,206 in 1995. The decrease reflects
decreased production under the applicable leases.
(e) TRUST EXPENSES. Trust expenses increased to $49,637 in 1996 from
$47,023 in 1995.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
(a) FINANCIAL STATEMENTS. The following documents are filed as part
of the Trust's financial statements for the period from January 1, 1996 to
December 31, 1996:
(1) Report of Independent Accountants
(2) Statements of Assets, Liabilities and Trust Corpus
(3) Statements of Distributable Income and Statements of Changes
in Trust Corpus
(4) Notes to Financial Statements
14
<PAGE> 18
KIEWIT ROYALTY TRUST
--------
FINANCIAL STATEMENTS
as of December 31, 1996 and 1995
and for the three years ended
December 31, 1996
<PAGE> 19
COOPERS & LYBRAND L.L.P.
a professional services firm
REPORT OF INDEPENDENT ACCOUNTANTS
The Trustee and Unit Holders
Kiewit Royalty Trust
We have audited the accompanying statements of assets, liabilities and trust
corpus of Kiewit Royalty Trust as of December 31, 1996 and 1995, and the
related statements of distributable income and changes in trust corpus for each
of the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the Trustee. Our responsibility is to
express an opinion on these financial statements based on our audits.
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 the Trustee, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As described in Note 1, the financial statements have been prepared on the
basis of accounting which differs in some respects from generally accepted
accounting principles. Accordingly, the accompanying financial statements are
not intended to present financial position and results of operations of Kiewit
Royalty Trust in conformity with generally accepted accounting principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and trust corpus of Kiewit
Royalty Trust as of December 31, 1996 and 1995, and the distributable income
and changes in trust corpus for each of the three years in the period ended
December 31, 1996, in conformity with the basis of accounting described in Note
1 to the financial statements.
/s/ Coopers & Lybrand L.L.P.
Omaha, Nebraska
March 26, 1997
1
<PAGE> 20
KIEWIT ROYALTY TRUST
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
December 31, 1996 and 1995
--------
<TABLE>
<CAPTION>
ASSETS 1996 1995
---- ----
<S> <C> <C>
Cash equivalents $244,268 $162,011
Royalty and overriding royalty
interests in coal leases 167,817 167,817
Less accumulated amortization (76,921) (70,897)
-------- --------
Net royalty and overriding
royalty interests in coal leases 90,896 96,920
-------- --------
$335,164 $258,931
======== ========
LIABILITIES AND TRUST CORPUS
Distributions payable to unit holders $244,268 $162,011
Trust corpus: 12,633,432 units of beneficial
interest authorized and outstanding 90,896 96,920
-------- --------
$335,164 $258,931
======== ========
</TABLE>
The accompanying notes are an integral part
of the financial statements.
2
<PAGE> 21
KIEWIT ROYALTY TRUST
STATEMENTS OF DISTRIBUTABLE INCOME
for the three years ended December 31, 1996
-------
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Royalty income $5,764,334 $7,482,383 $7,770,711
Settlements from escrow accounts - - 80,655
----------- ---------- ----------
Net royalty income 5,764,334 7,482,383 7,851,336
Interest income 65,629 98,741 103,135
Trust expenses (49,637) (47,023) (63,691)
---------- ---------- ----------
Distributable income $5,780,326 $7,534,101 $7,890,810
========== ========== ==========
Distributable income per unit $ .457542 $ .596362 $ .624597
========== ========== ==========
</TABLE>
STATEMENTS OF CHANGES IN TRUST CORPUS
for the three years ended December 31, 1996
-------
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Trust corpus, beginning of year $ 96,920 $ 108,822 $ 129,396
Amortization of royalty interests (6,024) (11,902) (20,574)
Distributable income 5,780,326 7,534,101 7,890,810
Distributions to unit holders (5,780,326) (7,534,101) (7,890,810)
---------- ----------- -----------
Trust corpus, end of year $ 90,896 $ 96,920 $ 108,822
========== =========== ===========
</TABLE>
The accompanying notes are an integral part
of the financial statements.
3
<PAGE> 22
KIEWIT ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
--------
1. Summary of Significant Accounting Policies and Basis of Accounting:
(a) Basis of Accounting:
The financial statements of the Kiewit Royalty Trust (the Trust)
are prepared on the following basis:
(1) The royalty income recorded for a month is the amount
received from the lease holder for such month.
(2) Trust administration expenses are recorded in the month
they accrue.
This basis for reporting royalty income is thought to be
the most meaningful because distributions to unit
holders for a month are based on net cash receipts for
such month. However, these statements differ from
financial statements prepared in accordance with
generally accepted accounting principles because under
such principles royalty income for a month would be
based on production for such month, without regard to
when royalty payments are received. In addition,
amortization of the net royalty and overriding royalty
interests, which is calculated on a units-of-production
basis on a lease, is charged directly to trust corpus
since such amount does not affect distributable income.
(b) Cash Equivalents:
Cash equivalents consist of money market funds, which are
recorded at cost plus interest.
2. Trust Organization and Provisions:
The Kiewit Royalty Trust was established on May 17, 1982. On June 28,
1982, Peter Kiewit Sons', Inc. (Kiewit) conveyed to the Trust royalty
and overriding royalty interests owned by Kiewit's subsidiaries in
certain coal properties in Montana and Wyoming.
Units of beneficial interest (Units) in the Trust were distributed on
June 23, 1982 to Kiewit's Class B and Class C shareholders of record
as of June 10, 1982 who were citizens of the United States. These
shareholders received one Unit in the Trust for each share of Kiewit
stock held.
4
<PAGE> 23
KIEWIT ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------
2. Trust Organization and Provisions, Continued:
FirsTier Bank, N.A., Omaha was Trustee for the Trust through February
15, 1996. On February 16, 1996, FirsTier Bank merged with First Bank,
National Association, who is now the Trustee for the Trust. The terms
of the trust indenture provide, among other things, that:
(a) the Trust shall not engage in any business or investment
activity of any kind or acquire any assets other than those
initially conveyed to the Trust;
(b) the Trustee may not sell all or any part of the royalty
interests unless approved by a majority of Units outstanding, in
which case the sale must be for cash and the proceeds promptly
distributed;
(c) the Trustee may establish a cash reserve for the payment of any
liability which is contingent or uncertain in amount;
(d) the Trustee will make cash distributions to the unit holders in
January, April, July and October of each year as discussed in
Note 4; and
(e) in September 1994, the Trust Indenture was amended to authorize
the Trustee to invest funds in government obligations,
government-secured obligations and funds registered pursuant to
the Investment Company Act of 1940.
3. Royalty and Overriding Royalty Interests:
The cash received by the Trustee from the royalty interest will
consist of a specified amount per ton or a specified fraction of the
value of the total production of the property, free of the expense of
development and operation.
The initial carrying value of the royalty interests of $167,817
represents Kiewit's historical net book value at the date of the
transfer to the Trust.
4. Distributions to Unit Holders:
The amounts to be distributed to unit holders (Quarterly Distribution
Amount) are determined on a quarterly basis. The Quarterly
Distribution Amount is the excess of (i) the cash received during the
quarter which is attributable to royalties, plus any decrease in cash
reserves, plus any other cash receipts of the Trust during the quarter
over (ii) the liabilities of the Trust paid during the quarter, plus
any increase in cash reserves. The Quarterly Distribution Amount is
payable to unit holders of record as of the last business day of each
quarter. The cash distributions are made quarterly within the first
10 business days of January, April, July and October.
5
<PAGE> 24
KIEWIT ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------
5. Income Taxes:
Provision for federal and state income taxes has not been made in the
financial statements since, in the opinion of legal counsel, the Trust
should be treated as a "grantor trust" which is not a taxable entity.
6. Summary of Quarterly Financial Data (Unaudited):
The following is a summary of the unaudited quarterly financial
information:
<TABLE>
<CAPTION>
Distributable
Net Income and
Royalty Distributable Distributions
Income Income Per Unit
----------- ------------- -------------
<S> <C> <C> <C>
For the year ended December 31, 1996:
March 31, 1996 $2,243,681 $2,251,369 $ .178207
June 30, 1996 296,676 290,885 .023025
September 30, 1996 2,978,007 2,993,804 .236975
December 31, 1996 245,970 244,268 .019335
---------- ---------- ---------
$5,764,334 $5,780,326 $ .457542
========== ========== =========
For the year ended December 31, 1995:
March 31, 1995 $3,444,823 $3,479,358 $ .275409
June 30, 1995 463,928 466,645 .036937
September 30, 1995 3,405,050 3,426,087 .271192
December 31, 1995 168,582 162,011 .012824
---------- ---------- ---------
$7,482,383 $7,534,101 $ .596362
========== ========== =========
</TABLE>
7. Other Matters:
Black Butte Coal Company had been involved in a dispute with the
Minerals Management Service ("MMS") of the U.S. Department of the
Interior concerning the calculation of royalties on a Federal lease.
Because of an overall limitation on the overriding royalty payable to
the Trust from this lease, any additional amounts owed to MMS would
have decreased the overriding royalties to which the Trust was
entitled. An escrow account was established pending the resolution
of the dispute with MMS and the disputed amounts were deposited into
escrow. Upon resolution of the dispute, the escrow agent distributed
the funds held in escrow, with interest, during the fourth quarter of
1994 and the escrow account was terminated.
6
<PAGE> 25
(b) SUPPLEMENTARY DATA. Not applicable.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not Applicable.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Trust was created as a trust under the laws of the State of
Nebraska and its Indenture does not provide for the election of directors or
officers. First Bank, National Association serves as Trustee. See Item 1,
above.
Item 11. EXECUTIVE COMPENSATION.
As stated in Item 10, above, the Trust has no directors and no
officers. During 1996, the Trust incurred $49,637 of administration expenses.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
The following table sets forth the persons who, as of December 31, 1996, were
known by the Trust to be beneficial owners of more than five percent of the
Units:
<TABLE>
<CAPTION>
Name and Amount and
Address Nature of
Title of Beneficial Beneficial Percent of
Class Owner Ownership Class
- -------- ---------- ------------ ----------
<S> <C> <C> <C>
Units of Walter Scott, Jr. 800,000 Units 6.33%
Beneficial 1000 Kiewit Plaza
Interest Omaha, NE 68131
</TABLE>
(b) SECURITY OWNERSHIP OF MANAGEMENT. There are no executive
officers or directors of the Trust. See Item 10, above. As of December 31,
1996, First Bank, National Association, Trustee, did not beneficially own any
Units in the Trust.
(c) CHANGES IN CONTROL. As of December 31, 1996, the Trust had no
knowledge of any arrangements, the operation of which could, at a subsequent
date, result in a change of control of the Trust.
22
<PAGE> 26
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(a) TRANSACTIONS WITH MANAGEMENT AND OTHERS. As stated in Item 10,
above, the Trust has no directors and no officers. During 1996, there were no
transactions to which the Trust was a party and in which any persons known to
the Trust to be the beneficial owners of more than five percent of the Units
had a direct or indirect material interest.
(b) CERTAIN BUSINESS RELATIONSHIPS. There are no directors or
nominees for director of the Trust. See Item 10, above.
(c) INDEBTEDNESS OF MANAGEMENT. As stated in Item 10, above, the
Trust has no directors and no officers.
(d) TRANSACTIONS WITH PROMOTERS. Not applicable.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) (1) FINANCIAL STATEMENTS. See Item 8, above.
(2) FINANCIAL STATEMENT SCHEDULES. See Item 8, above, and Item
14(d), below.
(3) EXHIBITS. See Item 14(c), below.
(b) REPORTS ON FORM 8-K. The Trust did not file any reports on Form
8-K during the quarter ended December 31, 1996.
(c) EXHIBITS.
4.1 Kiewit Royalty Trust Indenture dated May 17, 1982, as
amended June 9, 1982, and June 23, 1982 (filed as Exhibit 1 to the Trust's Form
10 filed with the Securities and Exchange Commission on December 23, 1982, and
incorporated herein by reference).
4.2 Order dated September 23, 1994, of the County Court of
Douglas County, Nebraska (filed as Exhibit 2 to the Trust's Form 10-Q filed
with the Securities and Exchange Commission on November 14, 1994, and
incorporated herein by reference).
27.1 Financial Data Schedule.
23
<PAGE> 27
99.1 Location Map of Coal Properties (filed as Exhibit 2 to the
Trust's Form 10-K filed with the Securities and Exchange Commission on March
31, 1985, and incorporated herein by reference).
(d) SEPARATE FINANCIAL STATEMENTS AND SCHEDULES. Not applicable.
24
<PAGE> 28
S I G N A T U R E S
Pursuant to the requirements of Section 13 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.
KIEWIT ROYALTY TRUST (Registrant)
By: First Bank, National Association in its capacity as
Trustee and not in its individual capacity or
otherwise
By: /s/ Susan K. Rosburg
---------------------------
Susan K. Rosburg
Trust Officer
Date: March 26, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report on Form 10-K has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.
Name Capacity Date
---- -------- ----
First Bank,
National Association Trustee March 26, 1997
By: /s/ Susan K. Rosburg
--------------------------
Susan K. Rosburg
Trust Officer
25
<PAGE> 29
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C>
4.1 */ Kiewit Royalty Trust Indenture dated May 17, 1982, as amended June 9, 1982, and June 23, 1982 (filed as
Exhibit 1 to the Trust's Form 10 with the Securities and Exchange Commission on December 23, 1982, and
incorporated herein by reference).
4.2 **/ Order dated September 23, 1994, of the County Court of Douglas County, Nebraska (filed as Exhibit 2 to
the Trust's Form 10-Q filed with the Securities and Exchange Commission on November 14, 1994, and incorporated
herein by reference).
27.1 Financial Data Schedule.
99.1 ***/ Location Map of Coal Properties (filed as Exhibit 2 to the Trust's Form 10-K filed with the
Securities and Exchange Commission on March 31, 1985, and incorporated herein by reference).
</TABLE>
- --------------------
*/ Appears at sequentially numbered page 35 in the Trust's Form 10, as
amended.
**/ Appears at sequentially numbered page 37 in the Trust's Form 10-Q filed on
November 14, 1994.
***/ Appears at sequentially numbered page 36 in the Trust's Form 10-K filed
on March 31, 1985.
26
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 244,268
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 335,164
<CURRENT-LIABILITIES> 244,268
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 90,896
<TOTAL-LIABILITY-AND-EQUITY> 335,164
<SALES> 0
<TOTAL-REVENUES> 5,829,963
<CGS> 0
<TOTAL-COSTS> 5,780,326
<OTHER-EXPENSES> 49,637
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0.46
<EPS-DILUTED> 0.46
</TABLE>
