<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-KSB
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
---------
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the fiscal year ended December 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
---------
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from to
------------------- -----------------
Commission file number
0-12523
-----------------------
JES PROPERTIES LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA 57-0756362
- --------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Post Office Box 10025, Federal Station
Greenville, South Carolina 29603
- --------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 242-0029
- --------------------------------------------------- ---------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which registered
- ------------------- ------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
-----------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not 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-K or any
amendment to this Form 10-K
Yes X No
------ ------
State issuer's revenues for its most recent fiscal year $838,881
DOCUMENTS INCORPORATED BY REFERENCE
None
1
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PART I
Item 1. BUSINESS
J. E. Sirrine Company (the "Company"), which subsequently became a part of
CRS Sirrine, Inc., caused the formation of a South Carolina limited
partnership, "JES Properties Limited Partnership" (the "Partnership") in which
the initial sole limited partner was the Company. The original General
Partners, who have the sole responsibility for the management of the business
of the Partnership, are Fred McDuffie Martin and Kenneth Rodger Padgett, Jr.
Mr. Padgett serves as the Partnership's Managing General Partner. On August
17, 1987, the Partnership sold all of its real estate assets to Horsham
Properties Limited for $7,620,000 subject to existing indebtedness. The only
significant assets of the Partnership were four parcels of real property which
were acquired from the Company and an office building constructed for the
Partnership and completed during 1986. The Company had leased back from the
Partnership two of the properties consisting of office buildings utilized by
the Company in its business operations. On July 12, 1983, the Company
distributed as a dividend in kind to its shareholders (individually a
"Shareholder" and collectively the "Shareholders") limited partnership
interests in the Partnership. After such distribution, the Shareholders became
Limited Partners in the Partnership under the terms of an Agreement of Limited
Partnership (the "Agreement" or "Partnership Agreement").
Prior to the sale of its assets on August 17, 1987, the business of the
Partnership was to manage and operate its three developed properties and hold
for sale or development its two undeveloped properties. The properties owned
and operated by the Partnership were those acquired by the Partnership from the
Company. The Partnership acquired from the Company two properties in
Greenville, South Carolina, one property in Houston, Texas and one in Durham
County, North Carolina.
Item 2. PROPERTIES
As discussed previously, the Partnership sold all of the assets on August
17, 1987.
Item 3. LEGAL PROCEEDINGS
On May 10, 1989, a group of 17 Limited Partners, derivatively on behalf of
the Partnership, filed a suit against the Partnership's General Partners and
Padmar, Inc. in the Court of Common Pleas, Greenville, South Carolina. The
plaintiffs allege, among other things, that the General Partners did not have
authority to consummate the sale to Horsham on August 18, 1987. All defendants
denied plaintiffs' allegations, and the General Partners, by counterclaim,
sought indemnification from the Partnership of their expenses and attorneys'
fees incurred in defense of the suit, which through December 31, 1995 are in
excess of $450,000.
On November 13, 1995, the South Carolina Court of Appeals affirmed the trial
court's finding that the General Partners lacked authority to consummate the
sale, but reduced the damages awarded by the lower court against the General
Partners and Padmar from $6,868,162 to $1,317,581. Defendants intend to file a
Petition for Certiorari with the South Carolina Supreme Court seeking to have
that court review and reverse the Appellate Court's decision.
The defendants continue to believe that their defenses and their counterclaim
are meritorious; but the ultimate outcome of the litigation and its affect on
the Partnership cannot be predicted with certainty.
2
<PAGE> 3
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the year ended
December 31, 1995 to a vote of security holders.
PART II
MARKET FOR REGISTRANT'S COMMON EQUITY AND
Item 5. RELATED STOCKHOLDER MATTERS
As of December 31, 1995, the number of Limited Partnership Units was
599,868. These units were held by 477 limited partners. There is no public
trading of the Limited Partnership Units. There was minimal trading among the
limited partners during 1994 and 1995.
The Partnership made distributions in 1995 and 1994 of $801,668 and
$801,704, respectively, which were in connection with the receipt of $1,000,000
note payments from Horsham Properties Limited in 1995 and 1994. The
Partnership also made a distribution in 1987 to Partners of $3,251,265
subsequent to the sale of assets to Horsham Properties Limited. As additional
payments are received on the original promissory note, additional distributions
will be made. As discussed in Item 3, future payments from Horsham are
uncertain due to the litigation involving a group of limited partners and the
general partners.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
Item 6. FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
1995 VS 1994
Distributions of $801,668 were made to the partners pursuant to the
receipt of the fifth $1,000,000 note payment from Horsham.
LIQUIDITY
If additional funds are needed to meet operating expenses prior to the
receipt of additional note payments from Horsham, the Partnership will obtain a
short-term line of credit with a bank. A similar line of credit was used in
previous years for similar purposes and the General Partners expect to be able
to reestablish this agreement. If the line of credit is not available, the
General Partners may seek additional funds from the partners, pursuant to a
provision in the Partnership Agreement that allows the General Partners to
request additional capital contributions up to $50,000 in any fiscal year to
meet operating expenses.
3
<PAGE> 4
INFLATION
No significant effects of inflation were noted on the results of operations for
1995.
OTHER MATTERS
See Item 3., "Legal Proceedings" for information regarding litigation.
Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this Item is submitted in Item 13(a) of this report.
Item 8. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The affairs and business of the Partnership are managed by the
Partnership's General Partners, Fred M. Martin and Kenneth R. Padgett, Jr. Mr.
Padgett is the Managing General Partner.
Until July 1983, Fred M. Martin was Senior Vice President of Operations
for J. E. Sirrine Company. Mr. Martin holds a B.S. degree in Civil Engineering
from The University of South Carolina and, since his employment by the Company
in 1948, Mr. Martin held various positions with the Company, including Division
Manager and Department Head. He has been involved with construction management
and site evaluations throughout his career. Mr. Martin is 73 years of age and
has had more than 40 years' experience in engineering and construction
management.
Until July 1983, Kenneth R. Padgett, Jr. was Manager of Strategic Planning
for J. E. Sirrine Company. Mr. Padgett holds B.S. and M.S. degrees from The
University of Tennessee and an MBA from Clemson University. As Manager for
Strategic Planning, Mr. Padgett was responsible for developing and defining the
Company's strategic planning process, and conducting management and economic
feasibility studies for the Company and its clients. Mr. Padgett is 52 years
of age and has more than 20 years' experience in real estate planning and
development.
Item 10. EXECUTIVE COMPENSATION
In return for acting as General Partners of the Partnership, each General
Partner received .75 percent of the aggregate interest in the Partnership. In
addition, the Partnership has entered into a Management Agreement with a
corporation owned by the General Partners by the terms of which such
corporation will be paid $5,000 per year.
4
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Item 11. AND MANAGEMENT
No person is known to own as much as 5 percent of the Partnership's
Limited Partnership Interests other than Wyline B. Stokely and Harrison S.
Forrester who own 5.67 percent and 5.24 percent, respectively. Set forth below
is information concerning interests of the Partnership owned by Fred M. Martin
and Kenneth R. Padgett, Jr., the Partnership's General Partners. The
Partnership has no directors.
<TABLE>
<S> <C> <C> <C>
AMOUNT (%) AMOUNT (%)
OF GENERAL OF LIMITED
PARTNERSHIP PARTNERSHIP
TITLE OF CLASS NAME OF BENEFICIAL OWNER OWNERSHIP OWNERSHIP
- --------------------------------------------------------------------------
Partnership Interests Fred M. Martin .75% .95238%
Partnership Interests Kenneth R. Padgett, Jr. .75% .08177%
</TABLE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1995, the general partners earned $5,000 as a management fee. In
connection with the sale of assets to Horsham, PADMAR, the managing agent of
the Partnership which is owned by the general partners, earned $163,156 in 1995
and this amount has been paid into an interest-bearing escrow account under the
independent control of a bank pending resolution of the litigation discussed in
Item 3.
PART IV
Item 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) (1) and (2) The response to this portion of Item 13 is submitted as a
separate section of this report.
(3) Exhibits: There are no exhibits required by Item 601 of Regulation
S-B.
(b) There have been no reports on Form 8-K filed during the last quarter
of period covered by this report.
(c) Exhibit: There are no exhibits required by Item 601 of Regulation
S-B.
5
<PAGE> 6
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.
JES Properties Limited Partnership
/s/ Fred M. Martin
--------------------------------------
Fred M. Martin
General Partner
/s/ Kenneth R. Padgett, Jr.
---------------------------------------
Kenneth R. Padgett, Jr.
General Partner
January 17, 1996
- ----------------------
Date
6
<PAGE> 7
Supplemental Information
1. This Form 10-KSB is being distributed to all limited partners in the form of
annual report for the year ended December 31, 1995.
7
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Annual Report on Form 10-KSB
Item 7, Item 13 (a) (1) and (2)
Index of Financial Statements
Year Ended December 31, 1995
JES Properties Limited Partnership
Greenville, South Carolina
8
<PAGE> 9
Form 10-KSB -- Item 7, Item 13(a)(1) and (2)
JES Properties Limited Partnership
Index of Financial Statements
The following financial statements of JES Properties Limited Partnership are
included in Item 7:
Report of Independent Auditors
Balance Sheet - December 31, 1995
Statements of Income - Years ended December 31, 1995 and 1994
Statements of Changes in Partners' Capital - Years ended December 31,
1995 and 1994
Statements of Cash Flows - Years ended December 31, 1995 and 1994
Notes to Financial Statements
9
<PAGE> 10
Report of Independent Auditors
The Partners
JES Properties Limited Partnership
We have audited the accompanying balance sheet of JES Properties Limited
Partnership as of December 31, 1995, and the related statements of income,
changes in partners' capital and cash flows for each of the two years in the
period ended December 31, 1995. These financial statements are the
responsibility of the Partnership's management. 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 audits 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 JES Properties Limited
Partnership at December 31, 1995, and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
January 17, 1996
10
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JES Properties Limited Partnership
Balance Sheet
December 31, 1995
<TABLE>
<S> <C>
ASSETS
Cash and cash equivalents $ 32,089
Note receivable, including interest of $27,408 960,271
Less: Sales commissions payable, including
interest of $17,001 (156,674)
Unamortized discount (13,973)
Deferred gross profit on sale (789,624)
----------
0
----------
Total assets $ 32,089
==========
LIABILITIES AND PARTNERS' CAPITAL
Partners' capital:
General partners $ 13,584
Limited partners 18,505
----------
32,089
----------
$ 32,089
==========
</TABLE>
See accompanying notes.
11
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JES Properties Limited Partnership
Statements of Income
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1995 1994
------------------------
<S> <C> <C>
Income:
Profit and interest income, less sales commissions
of $163,156 (1995 and 1994) recognized in
connection with sale of assets $836,844 $836,844
Other interest income 2,037 1,627
------------------------
838,881 838,471
Expenses:
Administrative, including management
fees of $5,000 (1995 and 1994)
to the general partners 29,558 28,234
------------------------
Net income $809,323 $810,237
========================
Net income attributable to general partners (1.5%) $ 12,140 $ 12,154
Net income attributable to limited partners (98.5%) 797,183 798,083
------------------------
$809,323 $810,237
========================
Net income per limited partnership unit $1.33 $1.33
========================
</TABLE>
See accompanying notes.
12
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JES Properties Limited Partnership
Statements of Changes in Partners' Capital
<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
---------------------------------
<S> <C> <C> <C>
Capital at December 31, 1993 $ 13,341 $ 2,560 $ 15,901
Income for the year ended December 31, 1994 12,154 798,083 810,237
Distributions (12,026) (789,678) (801,704)
---------------------------------
Capital at December 31, 1994 13,469 10,965 24,434
Income for the year ended December 31, 1995 12,140 797,183 809,323
Distributions (12,025) (789,643) (801,668)
---------------------------------
Capital at December 31, 1995 $ 13,584 $18,505 $32,089
=================================
</TABLE>
See accompanying notes.
13
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JES Properties Limited Partnership
Statements of Cash Flows
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1995 1994
------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $809,323 $810,237
Adjustments to reconcile net income to net cash
provided by operations:
Decrease in unremitted sales commissions
and interest on sales commissions - (262,208)
Net cash provided by operations 809,323 548,029
INVESTING ACTIVITIES
Decrease in escrow deposit - 262,208
-----------------------
Net cash provided by investing activities - 262,208
FINANCING ACTIVITIES
Distributions paid (801,668) (801,704)
-----------------------
Net cash used in financing activities (801,668) (801,704)
-----------------------
Increase in cash and cash equivalents 7,655 8,533
Cash and cash equivalents at beginning of year 24,434 15,901
-----------------------
Cash and cash equivalents at end of year $32,089 $24,434
=======================
</TABLE>
See accompanying notes.
14
<PAGE> 15
JES Properties Limited Partnership
Notes to Financial Statements
December 31, 1995
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
JES Properties Limited Partnership ("the Partnership") was organized on July 8,
1983, as a South Carolina limited partnership. The general partners are Fred
McDuffie Martin and Kenneth Rodger Padgett, Jr.; the initial limited partner
was J. E. Sirrine Company, which subsequently became part of CRS Sirrine, Inc.
Pursuant to a business combination including J. E. Sirrine Company, all limited
partnership interests were distributed to the former shareholders of J. E.
Sirrine Company on July 12, 1983. Each limited partner received a pro rata
interest based upon his percentage of ownership of 599,868 shares of J. E.
Sirrine Company stock outstanding at the time of the business combination. The
Partnership's term expires on December 31, 2003.
CASH EQUIVALENTS
The Partnership considers all highly liquid investments with an original
maturity of three months or less when purchased to be cash equivalents.
DISPOSITION OF ASSETS
On August 18, 1987, the Partnership sold substantially all of its assets to
Horsham Properties Limited ("Horsham") for $7,620,000 subject to existing
indebtedness. The Partnership received $3,800,000 in cash at closing and a
$3,820,000 purchase money promissory note (see Note 2) secured by a purchase
money second mortgage and security agreement covering all real estate being
sold.
ALLOCATIONS AMONG PARTNERS
Profits, losses and distributions are allocated 1.5% to the general partners
and 98.5% to the limited partners. Income per limited partnership unit is
computed as 98.5% of net income divided by 599,868 units outstanding during the
periods.
PRESENT VALUE DISCOUNT
The Partnership recorded a present value discount on a note receivable having
an interest rate that differs from prevailing market rates of similar
instruments at the time of issuance. The discount is being amortized using an
effective interest method over the terms of the related note receivable.
15
<PAGE> 16
JES Properties Limited Partnership
Notes to Financial Statements (continued)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Partnership in
estimating its fair value disclosures for financial instruments as required by
Financial Accounting Standards Board Statement No. 107, "Disclosures about Fair
Value of Financial Instruments".
Cash
The carrying amount reported in the balance sheet for cash approximates its
fair value.
Note Receivable
The carrying amount reported in the balance sheet for the Partnership's note
receivable approximates its fair value.
2. SALE OF PARTNERSHIP ASSETS AND NOTE RECEIVABLE
In connection with the sale of its assets to Horsham Properties Limited, the
Partnership received cash of $3,800,000 and a $3,820,000 purchase money
promissory note ("the Note"). The Note bears interest at a stated rate of
6.97% per annum with interest only payments due on August 1, of 1988 - 1990.
Pursuant to the terms of the note, Horsham exercised its option to defer the
interest payments due on August 1, 1988, 1989 and 1990. Interest at 11.97% per
annum accrues on any deferred interest payment. On August 1, 1991 and
continuing each year on August 1 until the Note is paid in full, Horsham is to
pay the Partnership consecutive annual installments of $1,000,000 (or such
lesser sum as required to fully satisfy the Note), which shall be applied first
to interest currently due and payable, second to accrued but unpaid interest
and third to principal. On August 16, 1991, 1992, 1993, 1994 and 1995 the
Partnership received the first five $1,000,000 payments from Horsham.
16
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JES Properties Limited Partnership
Notes to Financial Statements (continued)
2. SALE OF PARTNERSHIP ASSETS AND NOTE RECEIVABLE (CONTINUED)
Profits related to the note receivable are being deferred under the cost
recovery method of accounting for sales of real estate. Interest income on the
note receivable and amortization of the present value discount are credited to
deferred gross profit and interest expense on the unpaid sales commissions is
charged to deferred gross profit in accordance with the cost recovery method.
Sales commissions and related interest are payable only out of collections on
the note receivable and these funds have been placed in an interest-bearing
escrow account for the payment of these commissions pending resolution of the
litigation described in Note 5.
Interest income on the Note is being accrued at an imputed interest rate of
9.5% and deferred in accordance with the cost recovery method of accounting for
sales of real estate.
3. INCOME TAXES
The entity has been treated as a partnership for income tax purposes.
Accordingly, no taxes are provided on income of the Partnership. Taxable
income or loss of the Partnership is reported in the income tax returns of its
partners.
Differences between the net income as reported and the Federal taxable income
arose primarily from differences in the reporting of profit and interest on the
sale of Partnership assets. The Partnership uses the accrual basis of
accounting for Federal income tax reporting. The following is a reconciliation
of reported net income and Federal taxable income.
<TABLE>
<CAPTION>
1995 1994
---------------------
<S> <C> <C>
Net income as reported $ 809,323 $ 810,237
(Deduct):
Difference in reporting of profit and interest income
recognized in connection with sale of assets (472,949) (414,167)
---------------------
Federal taxable income $336,374 $396,070
=====================
Federal taxable income per limited partnership unit $.55 $.65
=====================
</TABLE>
17
<PAGE> 18
JES Properties Limited Partnership
Notes to Financial Statements (continued)
3. INCOME TAXES (CONTINUED)
The following is a reconciliation between partners' capital for Federal income
tax purposes and partners' capital for financial reporting purposes:
<TABLE>
<CAPTION>
DECEMBER 31,
1995
------------
<S> <C>
Partners' capital as reported $ 32,089
Carrying value of note receivable and accrued interest 983,317
Deferred gross profit (390,116)
Accrued sales commissions (83,143)
----------
Partners' capital for Federal income tax purposes $ 542,147
==========
</TABLE>
4. RELATED PARTY TRANSACTIONS
During 1995 and 1994, the general partners earned $5,000 as management fees.
PADMAR, the Partnership's managing agent which is owned by the general
partners, earned commissions and incentive fees of $163,156 in 1995 and 1994 in
connection with the sale of assets to Horsham in 1987. These commissions and
incentive fees were paid into an interest-bearing escrow account managed by an
independent bank.
5. LITIGATION
On May 10, 1989, a group of 17 Limited Partners, derivatively on behalf of the
Partnership, filed a suit against the Partnership's General Partners and
Padmar, Inc. in the Court of Common Pleas, Greenville, South Carolina. The
plaintiffs allege, among other things, that the General Partners did not have
authority to consummate the sale to Horsham on August 18, 1987. All defendants
denied plaintiffs' allegations, and the General Partners, by counterclaim,
sought indemnification from the Partnership of their expenses and attorneys'
fees incurred in defense of the suit, which through December 31, 1995 are in
excess of $450,000.
18
<PAGE> 19
JES Properties Limited Partnership
Notes to Financial Statements (continued)
5. LITIGATION (CONTINUED)
On November 13, 1995, the South Carolina Court of Appeals affirmed the trial
court's finding that the General Partners lacked authority to consummate the
sale, but reduced the damages awarded by the lower court against the General
Partners and Padmar from $6,868,162 to $1,317,581. Defendants intend to file a
Petition for Certiorari with the South Carolina Supreme Court seeking to have
that court review and reverse the Appellate Court's decision.
The defendants continue to believe that their defenses and their counterclaim
are meritorious; but the ultimate outcome of the litigation and its affect on
the Partnership cannot be predicted with certainty.
19
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEUDLE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
DECEMBER 31, 1995 FORM 10-KSB FOR JES PROPERTIES LIMITED PARTNERSHIP AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-KSB.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 32,089
<TOTAL-ASSETS> 32,089
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 32,089
<SHARES-COMMON-STOCK> 599,868
<SHARES-COMMON-PRIOR> 599,868
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 32,089
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,037
<OTHER-INCOME> 836,844
<EXPENSES-NET> 29,558
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 7,655
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 801,668
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 24,434
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 192,714
<AVERAGE-NET-ASSETS> 28,261
<PER-SHARE-NAV-BEGIN> 0.041
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 1.336
<PER-SHARE-NAV-END> 0.053
<EXPENSE-RATIO> 1.046
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
