UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1999
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: 0-13129
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-2829686
-------- ----------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
- ------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
--------------
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 |_|.
<PAGE>
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
BALANCE SHEETS
June 30, 1999 and September 30, 1998 (Unaudited)
(In thousands)
ASSETS
June 30 September 30
------- ------------
Investments in joint ventures, at equity $ - $ 3,434
Cash and cash equivalents 5,175 1,344
--------- ---------
$ 5,175 $ 4,778
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Losses of joint ventures in excess
of investments and advances $ 978 $ -
Accounts payable - affiliates 10 16
Accrued expenses and other liabilities 35 27
Partners' capital 4,152 4,735
--------- ---------
$ 5,175 $ 4,778
========= =========
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
For the nine months ended June 30, 1999 and 1998
(Unaudited)
(In thousands)
General Limited
Partners Partners
-------- --------
Balance at September 30, 1997 $(1,353) $ 7,388
Cash distributions (17) (1,578)
Net income 7 669
------- -------
Balance at June 30, 1998 $(1,363) $ 6,479
======= =======
Balance at September 30, 1998 $(1,367) $ 6,102
Cash distributions (14) (10,656)
Net income 101 9,986
------- -------
Balance at June 30, 1999 $(1,280) $ 5,432
======== =======
See accompanying notes.
<PAGE>
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
STATEMENTS OF INCOME
For the three and nine months ended June 30, 1999 and 1998
(Unaudited)
(In thousands, except per Unit data)
Three Months Ended Nine Months Ended
June 30, June 30,
------------------- ------------------
1999 1998 1999 1998
---- ---- ---- ----
Revenues:
Interest and other income $ 72 $ 26 $ 221 $ 84
Expenses:
Management fees 18 39 90 116
General and administrative 79 62 222 197
------- ------- -------- --------
97 101 312 313
------- ------- -------- --------
Operating loss (25) (75) (91) (229)
Partnership's share of
gain on sale of operating
investment property - - 9,906 -
Partnership's share of
ventures' income 152 227 272 905
------- ------- -------- --------
Net income $ 127 $ 152 $ 10,087 $ 676
======= ======= ======== ========
Net income per Limited
Partnership Unit $ 2.10 $ 2.51 $ 166.44 $ 11.15
======= ======= ======== ========
Cash distributions per Limited
Partnership Unit $ 4.47 $ 8.77 $ 177.01 $ 26.31
======= ======= ======== ========
The above net income and cash distributions per Limited Partnership Unit are
based upon the 60,000 Units of Limited Partnership Interest outstanding for each
period.
See accompanying notes.
<PAGE>
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the nine months ended June 30, 1999 and 1998 (Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
(In thousands)
1999 1998
---- ----
Cash flows from operating activities:
Net income $ 10,087 $ 676
Adjustments to reconcile net income to
net cash used in operating activities:
Partnership's share of gain on sale
of operating investment property (9,906) -
Partnership's share of ventures' income (272) (905)
Changes in assets and liabilities:
Accounts payable - affiliates (6) -
Accrued expenses and other liabilities 8 (30)
--------- --------
Total adjustments (10,176) (935)
--------- --------
Net cash used in operating activities (89) (259)
Cash flows from investing activities:
Distributions from joint ventures 14,689 1,551
Cash contributions to joint ventures (99) -
--------- --------
Net cash provided by investing activities 14,590 1,551
Cash flows from financing activities:
Cash distributions to partners (10,670) (1,595)
--------- --------
Net increase (decrease) in cash and cash equivalents 3,831 (303)
Cash and cash equivalents, beginning of period 1,344 1,918
--------- --------
Cash and cash equivalents, end of period $ 5,175 $ 1,615
========= ========
See accompanying notes.
<PAGE>
PAINE WEBBER INCOME PROPERTIES SIX
LIMITED PARTNERSHIP
Notes to Financial Statements
(Unaudited)
1. General
-------
The accompanying financial statements, footnotes and discussion should be
read in conjunction with the financial statements and footnotes contained in the
Partnership's Annual Report for the year ended September 30, 1998. In the
opinion of management, the accompanying financial statements, which have not
been audited, reflect all adjustments necessary to present fairly the results
for the interim period. All of the accounting adjustments reflected in the
accompanying interim financial statements are of a normal recurring nature.
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles
which require management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities as of June 30, 1999 and September 30, 1998 and revenues and
expenses for the three and nine months ended June 30, 1999 and 1998. Actual
results could differ from the estimates and assumptions used.
The Partnership is currently focusing on potential disposition strategies
for the two remaining investments in its portfolio. It had been contemplated
that sales of the Partnership's Regent's Walk and Mall Corners investments,
which would be followed by an orderly liquidation of the Partnership, could be
completed by the end of calendar year 1999. However, at the present time it
appears unlikely that this goal will be achieved. While the Regent's Walk
property is under contract for sale, the Partnership continues to examine its
strategic alternatives for the Mall Corners investment.
2. Investments in Joint Ventures
-----------------------------
As of June 30, 1999, the Partnership has investments in two remaining
joint ventures which own operating investment properties (three at September 30,
1998) as more fully described in the Partnership's Annual Report. During the
first quarter of fiscal 1999, on November 16, 1998, Kentucky-Hurstbourne
Associates sold its operating investment property, the Hurstbourne Apartments to
an unrelated party for $22.9 million. The sale generated net proceeds of
approximately $12,941,000 to the Partnership after the repayment of the
outstanding first mortgage loan of approximately $8,124,000, accrued interest of
approximately $30,000, a prepayment penalty of $187,000, closing proration
adjustments of approximately $380,000, closing costs of approximately $266,000
and a payment of approximately $972,000 to the Partnership's co-venture partner
for its share of the net proceeds in accordance with the terms of the joint
venture agreement. The joint ventures are accounted for on the equity method
because the Partnership does not have a voting control interest in the ventures.
Under the equity method the ventures are carried at cost adjusted for the
Partnership's share of the ventures' earnings and losses and distributions.
Summarized operations of the joint ventures for the three and nine months
ended June 30, 1999 and 1998 are as follows:
<PAGE>
CONDENSED COMBINED SUMMARY OF OPERATIONS
For the three and nine months ended June 30, 1999 and 1998
(in thousands)
Three Months Ended Nine Months Ended
June 30, June 30,
------------------ ------------------
1999 1998 1999 1998
---- ---- ---- ----
Rental revenues and expense
recoveries $1,611 $2,376 $ 5,344 $7,215
Interest and other income - 47 22 119
------ ------ ------- ------
1,611 2,423 5,366 7,334
Property operating expenses 502 895 1,773 2,536
Interest expense 507 676 1,794 2,038
Depreciation and amortization 450 625 1,527 1,855
------ ------ ------- ------
1,459 2,196 5,094 6,429
------ ------ ------- ------
Operating income 152 227 272 905
Gain on sale of operating
investment property - - 10,922 -
------ ------ ------- ------
Net income $ 152 $ 227 $11,194 $ 905
====== ====== ======= ======
Net income:
Partnership's share of
combined income $ 152 $ 227 $10,178 $ 905
Co-venturers' share of
combined income - - 1,016 -
------ ------ ------- ------
$ 152 $ 227 $11,194 $ 905
====== ======= ======= ======
The Partnership's share of the combined income of the joint ventures is
presented as follows on the accompanying statements of income (in thousands):
Three Months Ended Nine Months Ended
June 30, June 30,
------------------ ------------------
1999 1998 1999 1998
---- ---- ---- ----
Partnership's share of
ventures' income $ 152 $ 227 $ 272 $ 905
Partnership's share of
gain on sale of
operating investment
property - - 9,906 -
------ ------- ------- ------
$ 152 $ 227 $10,178 $ 905
====== ======= ======= ======
3. Related Party Transactions
--------------------------
The Adviser earned total management fees of $90,000 and $116,000 for the
nine-month periods ended June 30, 1999 and 1998, respectively. Accounts payable
affiliates at June 30, 1999 and September 30, 1998 consist of management fees of
$10,000 and $16,000, respectively, payable to the Adviser.
Included in general and administrative expenses for the nine-month periods
ended June 30, 1999 and 1998 is $86,000 and $83,000, respectively, representing
reimbursements to an affiliate of the Managing General Partner for providing
certain financial, accounting and investor communication services to the
Partnership.
Also included in general and administrative expenses for the nine-month
periods ended June 30, 1999 and 1998 is $5,000 and $4,000, respectively,
representing fees earned by an affiliate, Mitchell Hutchins Institutional
Investors, Inc., for managing the
Partnership's cash assets.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information Relating to Forward-Looking Statements
- --------------------------------------------------
The following discussion of financial condition includes forward-looking
statements which reflect management's current views with respect to future
events and financial performance of the Partnership. These forward-looking
statements are subject to certain risks and uncertainties, including those
identified in Item 7 of the Partnership's Annual Report on Form 10-K for the
year ended September 30, 1998 under the heading "Certain Factors Affecting
Future Operating Results," which could cause actual results to differ materially
from historical results or those anticipated. The words "believe," "expect,"
"anticipate," and similar expressions identify forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which were made based on facts and conditions as they existed as of
the date of this report. The Partnership undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Liquidity and Capital Resources
- -------------------------------
During the first quarter of fiscal 1999, on November 16, 1998,
Kentucky-Hurstbourne Associates, a joint venture in which the Partnership has an
interest, sold its operating investment property, the Hurstbourne Apartments,
located in Louisville, Kentucky, to an unrelated party for $22.9 million. The
sale generated net proceeds of approximately $12,941,000 to the Partnership
after the repayment of the outstanding first mortgage loan of approximately
$8,124,000, accrued interest of approximately $30,000, a prepayment penalty of
$187,000, closing proration adjustments of approximately $380,000, closing costs
of approximately $266,000 and a payment of approximately $972,000 to the
Partnership's co-venture partner for its share of the net proceeds in accordance
with the terms of the joint venture agreement. As a result of the sale of the
Hurstbourne property, the Partnership made a special distribution of $9,300,000,
or $155 per original $1,000 Unit, to the Limited Partners on December 15, 1998.
Approximately $3,641,000 of the Hurstbourne net sale proceeds were retained and
added to the Partnership's cash reserves to ensure that the Partnership has
sufficient capital resources to fund its share of potential capital improvement
expenses at the Mall Corners Shopping Center and the Regent's Walk Apartments.
The sale of the Hurstbourne property resulted in a gain of $10,922,000 for
financial reporting purposes in the first quarter of fiscal 1999. The
Partnership's share of such gain was $9,906,000.
As previously reported, the Partnership and its co-venture partner had
been exploring potential opportunities to market the Hurstbourne Apartments for
sale during calendar year 1998. The Partnership and its co-venture partner
subsequently selected a national brokerage firm with experience selling
apartment properties in the Louisville area to market the property for sale.
Sales materials were finalized and an extensive marketing campaign began in
early June 1998. Hurstbourne Apartments was widely marketed to over 325
prospective purchasers. Of these prospects, approximately 75 requested and
received the complete marketing package. Thirty-two offers were subsequently
received from these prospective buyers to acquire the property. As a result of
the high level of interest and wide range of offers, twenty of the prospective
buyers were then invited to participate in two additional rounds of revised
offers. Ultimately seven of these prospective purchasers elected to increase
their offers in the final round. After interviewing each prospective buyer and
conducting review of their financial capabilities and previous acquisitions, the
Partnership and its co-venture partner selected an offer. A purchase and sale
contract with the prospective purchaser was signed on October 2, 1998. In
accordance with the provisions of the purchase and sale agreement, the
prospective buyer completed its due diligence work on November 9, 1998 and made
a non-refundable deposit of $425,000. The transaction closed as described above
on November 16, 1998. Because of the reduction in distributable cash flow to be
received by the Partnership as a result of the sale of the Hurstbourne
Apartments, the Partnership's annual distribution rate decreased from 3.63% to
2.50%. The rate was adjusted beginning with the payment made on May 14, 1999,
for the quarter ended March 31, 1999.
The Partnership continues to focus on potential disposition strategies for
the two remaining investments in its portfolio. As part of the efforts to
prepare the two remaining properties for sale, the Partnership continues to work
with each property's leasing and management team to develop and implement
programs that will protect and enhance value and maximize cash flow at each
property. It had been contemplated that sales of the Partnership's Regents Walk
and Mall Corners investments, which would be followed by an orderly liquidation
of the Partnership, could be completed by the end of calendar year 1999.
However, at the present time it appears unlikely that this goal will be
achieved. As discussed further below, while the Regent's Walk property is under
contract for sale, the Partnership continues to examine its strategic
alternatives for the Mall Corners investment.
At Regent's Walk, the occupancy level for the quarter ended June 30, 1999
was 90%, compared to 87% in the prior quarter. As previously reported, the
property's leasing team is continuing with a rent increase program that is
designed to maximize rental revenues and value. Increases of approximately 3.5%
are being implemented as leases are renewed or as new leases are signed. As
noted in previous reports, in order to remain competitive with the newer
apartment communities in the area and as part of a plan to improve rental rates
and increase value, the Partnership has been working with the co-venture partner
on a program to position the property for a near term sale. The first phase of
the program, which was completed last winter, included the replacement of 60
older furnaces. The second phase, which began last spring, included improvements
to landscaping, repair and repaving of driveways and parking areas, and repair
and repainting of building exteriors. The project to paint the property's 19
buildings was completed during the fourth quarter of fiscal 1998. The paving and
repair of the parking and driveway areas was completed during the quarter ended
March 31, 1999. The final phase, which was completed during the current quarter,
included the addition of new property signage and the refurbishing of the
clubhouse, leasing areas, and model apartment. During the quarter ended March
31, 1999, the Partnership entered into discussions with the Regent's Walk
co-venture partner regarding a possible sale of the property to an affiliate of
the co-venturer. The Partnership subsequently negotiated a purchase and sale
agreement with this affiliate which was signed on May 19, 1999. The prospective
buyer has made a total non-refundable deposit of $1,000,000. This includes an
initial deposit of $500,000 made on May 28, 1999 and additional payments of
$250,000 made on July 7, 1999 and August 7, 1999. The sale is expected to close
on September 7, 1999. Regent's Walk Apartments is under a contract for sale for
$17,750,000. Regent's Walk Associates, the joint venture which owns the property
and in which the Partnership and its co-venture partner hold an interest, is
expected to receive distributable net sale proceeds of $8,600,000 after
deducting estimated closing costs and property proration adjustments of
approximately $450,000, and a deduction for the assumption by the buyer of the
$8,700,000 first mortgage debt secured by the property. The estimated net sale
proceeds of approximately $8,600,000 would be then divided between the
Partnership and its co-venture partner. The Partnership is expected to receive
approximately $8,000,000 and the non-affiliated co-venture partner is expected
to receive approximately $600,000 as their shares of the sale proceeds.
As of June 30, 1999, the Mall Corners Shopping Center, located in the
suburban Atlanta, Georgia market, was 73% occupied. The 73% occupancy level
reflects the vacancy for the former Levitz Furniture store which represented 16%
of the Center's leasable area, the former movie theatre that occupied 8% of the
leasable area and four stores that represent 3% of the leasable area. The owner
of the movie theatre continues to pay its rent on their vacant space. By
December 31, 1999, ten leases representing 6% of the Center's leasable area come
up for renewal. The property's leasing team continues to work with these tenants
on renewals of their leases as well as with prospective tenants for the vacant
space. In addition to the currently vacant space, the owner of Upton's, an
anchor tenant at Mall Corners, announced on July 19, 1999 that all of the stores
in the chain will be closed in the near future. However, the owner has not
notified the Partnership or its co-venture partner of their specific intentions
for the 50,000 square foot Upton's store at Mall Corners.
As previously reported, during the fourth quarter of fiscal 1997, one of
the Center's tenants, Levitz Furniture, which occupied 50,000 square feet, filed
for Chapter 11 bankruptcy protection. As part of the company's reorganization
plan, the store at Mall Corners was closed on October 13, 1997. It then
temporarily reopened for an inventory liquidation sale, after which it was
closed permanently. Because Levitz is a sub-tenant of a national retailer, the
Mall Corners joint venture expects to collect rent on the store through the
expiration of the current lease term in 2001. However, the national retailer
that had sublet the store to Levitz stopped paying the monthly rent due
beginning in April 1998. The Mall Corners joint venture had commenced legal
action to enforce the terms of the existing lease while, at the same time,
pursuing settlement negotiations with the national retailer. During the quarter
ended March 31, 1999, a mutually acceptable settlement was achieved. The Mall
Corners joint venture received $1.1 million during the current quarter as a
complete settlement of the rent receivable through the remainder of the lease
term. The Mall Corners mortgage lender required that $450,000 of this settlement
be put up in escrow for future tenant improvement costs. The $650,000 balance of
the settlement was distributed to the Partnership.
As previously reported, Toys R Us closed its store that abuts the Mall
Corners Shopping Center in September 1997. The store was closed in order to
consolidate operations with Baby Superstore, a chain of stores acquired by Toys
R Us. While the closing of Toys R Us does not have a direct financial impact on
the Mall Corners joint venture, this vacancy will continue to have a negative
impact on the Center's appearance as well as on the number of shoppers entering
the Center until a new retailer occupies this space. Toys R Us continues to
actively market the vacant space for sale or for lease.
At June 30, 1999, the Partnership had available cash and cash equivalents
of approximately $5,175,000. Such cash and cash equivalents will be utilized for
Partnership requirements such as the payment of operating expenses, the funding
of future operating deficits or capital improvements at the joint ventures, if
necessary, as required by the respective joint venture agreements, and for
distributions to the partners. The source of future liquidity and distributions
to the partners is expected to be from cash generated from the operations of the
Partnership's income-producing investment properties and proceeds from the sale
or refinancing of the remaining investment properties. Such sources of liquidity
are expected to be sufficient to meet the Partnership's needs on both a
short-term and long-term basis.
As noted above, it is possible, although not likely, that the Partnership
could be liquidated prior to the end of calendar year 1999. Notwithstanding
this, the Partnership believes that it has made all necessary modifications to
its existing systems to make them year 2000 compliant and does not expect that
additional costs associated with year 2000 compliance, if any, will be material
to the Partnership's results of operations or financial position.
Results of Operations
Three Months Ended June 30, 1999
- --------------------------------
The Partnership reported net income of $127,000 for the three months ended
June 30, 1999, as compared to net income of $152,000 for the same period in the
prior year. This decrease in net income for the third quarter of fiscal 1999 was
the result of a decrease of $75,000 in the Partnership's share of ventures'
income which was partially offset by a decrease of $50,000 in the Partnership's
operating loss. The decrease in the Partnership's share of ventures' income was
primarily due to the sale of the Hurstbourne property. Since the property was
sold on November 16, 1998, the Partnership's share of ventures' income does not
include any operations from the Hurstbourne joint venture in the current period.
The Hurstbourne joint venture had net income of approximately $157,000 during
the same period in the prior year. Also, rental revenues decreased at the Mall
Corners joint venture in the current period. Rental revenues decreased at Mall
Corners due to a decrease in occupancy when compared to the same period in the
prior year. Net income increased at Regent's Walk primarily due to lower repairs
and maintenance expense.
The decrease in the Partnership's operating loss resulted from a $46,000
increase in interest and other income and a $21,000 decrease in management fees.
The increase in interest and other income resulted from higher average
outstanding cash reserve balances in the current period subsequent to the
receipt of the proceeds from the sale of the Hurstbourne Apartments on November
16, 1998. As discussed further above, approximately $3.6 million of the
Hurstbourne proceeds were retained and added to the Partnership's cash reserves
to be used for potential future capital needs. Management fees were lower in the
current period as a result of a decrease in the Partnership's distributable
cash, upon which the management fees are based. The increase in interest and
other income and the decrease in management fee expense were partially offset by
an increase of $17,000 in general and administrative expenses. General and
administrative expenses increased mainly due to an increase in certain required
professional fees for the current three-month period.
Nine Months Ended June 30, 1999
- -------------------------------
The Partnership reported net income of $10,087,000 for the nine months
ended June 30, 1999, as compared to net income of $676,000 for the same period
in the prior year. This increase in net income is mainly the result of the
Partnership's share of the gain recognized during the first quarter of fiscal
1999 on the sale of the Hurstbourne Apartments of $9,906,000, as described
above. In addition, a $138,000 decrease in the Partnership's operating loss also
contributed to the increase in net income for the current nine-month period. The
decrease in the Partnership's operating loss resulted from a $137,000 increase
in interest and other income and a $26,000 decrease in management fees, which
were partially offset by a $25,000 increase in general and administrative
expenses. The increase in interest and other income resulted from higher average
outstanding cash reserve balances in the current period subsequent to the
receipt of the proceeds from the sale of the Hurstbourne Apartments on November
16, 1998. As discussed further above, approximately $3.6 million of the
Hurstbourne proceeds were retained and added to the Partnership's cash reserves
to be used for potential future capital needs. Management fees were lower in the
current period as a result of a decrease in the Partnership's distributable
cash, upon which the management fees are based. General and administrative
expenses increased mainly due to an increase in certain required professional
fees for the current nine-month period.
The Partnership's share of gain on sale of operating investment property
and the decrease in the Partnership's operating loss were partially offset by a
decrease of $633,000 in the Partnership's share of ventures' income for the
current nine-month period. This decrease in the Partnership's share of ventures'
income was primarily due to the sale of the Hurstbourne property. Since the
property was sold on November 16, 1998, the Partnership's share of ventures'
income only includes operations from the Hurstbourne joint venture through the
date of the sale in the current period. In addition, property operating expenses
increased at Mall Corners mainly due to additional professional fees required
for the tenant litigation discussed above. Rental revenues also decreased at
Mall Corners due to a decrease in occupancy. Net income increased at Regent's
Walk for the current nine-month period mainly due to an increase in rental
revenues and a decrease in repairs and maintenance expense.
<PAGE>
PART II
Other Information
Item 1. Legal Proceedings NONE
Item 2. through 5. NONE
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: NONE
(b) Reports on Form 8-K: NONE
<PAGE>
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PAINE WEBBER INCOME PROPERTIES SIX
LIMITED PARTNERSHIP
By: Sixth Income Properties Fund, Inc.
----------------------------------
Managing General Partner
By: /s/ Walter V. Arnold
--------------------
Walter V. Arnold
Senior Vice President and Chief
Financial Officer
Dated: August 9, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Partnership's unaudited financial statements for the quarter ended June 30, 1999
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Sep-30-1999
<PERIOD-END> Jun-30-1999
<CASH> 5,175
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,175
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,175
<CURRENT-LIABILITIES> 45
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,152
<TOTAL-LIABILITY-AND-EQUITY> 5,175
<SALES> 0
<TOTAL-REVENUES> 10,399
<CGS> 0
<TOTAL-COSTS> 312
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 10,087
<INCOME-TAX> 0
<INCOME-CONTINUING> 10,087
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,087
<EPS-BASIC> 166.44
<EPS-DILUTED> 166.44
</TABLE>
