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 MARCH 31, 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
March 31, 1999 and September 30, 1998 (Unaudited)
(In thousands)
ASSETS
March 31 September 30
-------- ------------
Investments in joint ventures, at equity $ 14 $ 3,434
Cash and cash equivalents 4,463 1,344
--------- ---------
$ 4,477 $ 4,778
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable - affiliates $ 14 $ 16
Accrued expenses and other liabilities 41 27
Partners' capital 4,422 4,735
--------- ---------
$ 4,477 $ 4,778
========= =========
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
For the six months ended March 31, 1999 and 1998
(Unaudited)
(In thousands)
General Limited
Partners Partners
-------- --------
Balance at September 30, 1997 $(1,353) $ 7,388
Cash distributions (11) (1,052)
Net income 5 519
------- -------
Balance at March 31, 1998 $(1,359) $ 6,855
======= =======
Balance at September 30, 1998 $(1,367) $ 6,102
Cash distributions (11) (10,352)
Net income 100 9,950
------- -------
Balance at March 31, 1999 $(1,278) $ 5,700
======= =======
See accompanying notes.
<PAGE>
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
STATEMENTS OF INCOME
For the three and six months ended March 31, 1999 and 1998 (Unaudited)
(In thousands, except per Unit data)
Three Months Ended Six Months Ended
March 31, March 31,
------------------ -----------------
1999 1998 1999 1998
---- ---- ----- -----
Revenues:
Interest and other income $ 61 $ 29 $ 149 $ 58
Expenses:
Management fees 36 38 72 77
General and administrative 42 81 143 135
------- ------- ------- ------
78 119 215 212
------- ------- ------- ------
Operating loss (17) (90) (66) (154)
Partnership's share of
gain on sale of operating
investment property - - 9,996 -
Partnership's share of
ventures' income 176 429 120 678
------- ------- ------- ------
Net income $ 159 $ 339 $10,050 $ 524
======= ======= ======= ======
Net income per Limited
Partnership Unit $ 2.63 $ 5.59 $165.83 $ 8.64
======= ======= ======= ======
Cash distributions per Limited
Partnership Unit $ 8.77 $ 8.77 $172.54 $17.54
======= ======= ======= ======
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 six months ended March 31, 1999 and 1998 (Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
(In thousands)
1999 1998
---- ----
Cash flows from operating activities:
Net income $ 10,050 $ 524
Adjustments to reconcile net income to
net cash used in operating activities:
Partnership's share of gain on sale
of operating investment property (9,996) -
Partnership's share of ventures' income (120) (678)
Changes in assets and liabilities:
Accounts payable - affiliates (2) -
Accrued expenses and other liabilities 14 (31)
-------- --------
Total adjustments (10,104) (709)
-------- --------
Net cash used in operating activities (54) (185)
Cash flows from investing activities:
Distributions from joint ventures 13,613 1,286
Cash contributions to joint ventures (77) -
-------- --------
Net cash provided by investing activities 13,536 1,286
Cash flows from financing activities:
Cash distributions to partners (10,363) (1,063)
-------- --------
Net increase in cash and cash equivalents 3,119 38
Cash and cash equivalents, beginning of period 1,344 1,918
-------- --------
Cash and cash equivalents, end of period $ 4,463 $ 1,956
======== ========
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 consolidated 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 Mach 31, 1999 and September 30, 1998 and revenues and
expenses for the three and six months ended March 31, 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. Although no assurances can
be given, it is currently 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.
2. Investments in Joint Ventures
-----------------------------
As of March 31, 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 six months
ended March 31, 1999 and 1998 are as follows:
<PAGE>
CONDENSED COMBINED SUMMARY OF OPERATIONS
For the three and six monthsended March 31, 1999 and 1998
(in thousands)
Three Months Ended Six Months Ended
March 31, March 31,
------------------ -----------------
1999 1998 1999 1998
---- ---- ---- ----
Rental revenues and expense
recoveries $1,710 $2,331 $ 3,735 $4,839
Interest and other income 6 62 22 72
------ ------ ------- ------
1,716 2,393 3,757 4,911
Property operating expenses 583 680 1,271 1,641
Interest expense 509 678 1,287 1,362
Depreciation and amortization 448 606 1,077 1,230
------ ------ ------- ------
1,540 1,964 3,635 4,233
------ ------ ------- ------
Operating income 176 429 122 678
Gain on sale of operating
investment property - - 10,922 -
------ ------ ------- ------
Net income $ 176 $ 429 $11,044 $ 678
====== ====== ======= ======
Net income:
Partnership's share of
combined income $ 176 $ 429 $10,116 $ 678
Co-venturers' share of
combined income - - 928 -
------ ------ ------- ------
$ 176 $ 429 $11,044 $ 678
====== ====== ======= ======
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 Six Months Ended
March 31, March 31,
------------------ -----------------
1999 1998 1999 1998
---- ---- ---- ----
Partnership's share of
ventures' income $ 176 $ 429 $ 120 $ 678
Partnership's share of
gain on sale of
operating investment
property - - 9,996 -
------ ------ ------- ------
$ 176 $ 429 $10,116 $ 678
====== ====== ======= ======
3. Related Party Transactions
--------------------------
The Adviser earned total management fees of $72,000 and $77,000 for the
six-month periods ended March 31, 1999 and 1998, respectively. Accounts payable
affiliates at March 31, 1999 and September 30, 1998 consist of management fees
of $14,000 and $16,000, respectively, payable to the Adviser.
Included in general and administrative expenses for the six-month periods
ended March 31, 1999 and 1998 is $58,000 and $56,000, 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 six-month
periods ended March 31, 1999 and 1998 is $2,000 and $3,000, 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 $9,996,000.
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 will decrease from 3.63%
to 2.50%. The rate will be adjusted beginning with the payment to be 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. Although no assurances can be given, it is currently 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.
As of March 31, 1999, the Mall Corners Shopping Center, located in the
suburban Atlanta, Georgia market, was 81% leased and 73% occupied. During the
quarter, a tenant occupying 980 square feet renewed their lease for a 3-year
term. In addition, a cinema tenant occupying 23,000 square feet discontinued
their operations at Mall Corners during the quarter. The tenant remains
obligated under the terms of the lease which runs through June 2004. The
property's leasing team is actively searching for potential replacement tenants
for this space. As previously reported, the property's leasing team has been
actively pursuing leasing opportunities to protect and enhance the Center's
overall position in the marketplace as a result of the Levitz Furniture and Toys
R Us store closings described below. As noted above, a portion of the sale
proceeds from the sale of the Hurstbourne Apartments has been reserved to
complete remodeling work and potential expansion with one of the Center's
existing anchor tenants. The proposed expansion would add to the Center's
leasable area and would be expected to increase the value of the property.
Discussions are currently underway with an architect to work on conceptual plans
for remodeling and updating the facade of the Center. These changes would
coincide with the anchor tenant's expansion and would include a plan to redesign
the storefront of the former Levitz Furniture space. This redesign would be
marketed to prospective tenants who may customize the redesign to meet their
specific needs.
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 expected 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 current
quarter, a mutually acceptable settlement was achieved. The Mall Corners joint
venture received $1.1 million subsequent to the quarter end as a complete
settlement of the rent receivable through the remainder of the lease term. The
Mall Corners mortgage lender will require that $450,000 of this settlement be
put up in escrow for future tenant improvement costs. The property's leasing
team is currently in discussions with a national tenant that is working to lease
18,700 square feet of the 50,000 square foot space formerly occupied by Levitz
Furniture.
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 does have a negative impact on the
Center's appearance as well as on the number of shoppers entering the Center.
Toys R Us continues to actively market the vacant space for sale or for lease.
At Regent's Walk, the occupancy level for the quarter ended March 31, 1999
was 87%, compared to 91% in the prior quarter. The property's leasing and
management team attributes the lower occupancy levels to the implementation of
rent increases, new competition and less traffic during the winter months. The
Johnson County sector of the Kansas City apartment market, which includes
Overland Park, currently has over 20,000 apartment units, and occupancy levels
of approximately 95% have been maintained consistently since 1993. New apartment
construction continues in the Southern sector of the Overland Park market area.
These newly constructed units, which are located five or more miles from
Regent's Walk, are typically smaller and do not compete directly with Regent's
Walk. Nevertheless, they offer the appeal of contemporary finishes and new
systems and appliances as well as garage parking, fitness centers and elevators
in many cases. As a result, the Regent's Walk property management team reports
that until the new apartment communities are substantially leased, this new
competition is likely to limit rental rate growth throughout the overall market
area. The property's leasing team is continuing with the rent increase program
that is designed to maximize rental revenues and value. Increases of
approximately 4% 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 and as part of a plan to improve rental rates
and increase value, the Partnership is working with the co-venture partner on a
program that is expected to enhance the marketability of Regent's Walk. 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,
includes 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 final phase, which is currently underway, includes the addition
of new property signage and the refurbishing of the clubhouse, leasing areas,
and model apartment. Subsequent to the end of the current quarter, the
Partnership entered into discussions with the Regent's Walk co-venture partner
regarding a possible sale of the property to the co-venturer. If this sale
cannot be completed, the property will be marketed to third-party buyers. Any
sale transaction remains subject to, among other things, negotiation of a
definitive sales agreement and completion of the buyer's due diligence.
Therefore, there can be no assurances that a sale transaction will be completed.
At March 31, 1999, the Partnership had available cash and cash equivalents
of approximately $4,463,000. 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, the Partnership expects to 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 March 31, 1999
- ---------------------------------
The Partnership reported net income of $159,000 for the three months ended
March 31, 1999, as compared to net income of $339,000 for the same period in the
prior year. This decrease in net income was mainly the result of a decrease of
$253,000 in the Partnership's share of ventures' income which was partially
offset by a decrease of $73,000 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. Also,
property operating expenses increased at the Mall Corners joint venture in the
current period. Property operating expenses increased at Mall Corners mainly due
to additional professional fees required for the tenant litigation discussed
above.
The decrease in the Partnership's operating loss resulted from a $32,000
increase in interest and other income, a $2,000 decrease in management fees, and
a $39,000 decrease 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 decreased mainly
due to a decrease in certain required professional fees for the current
three-month period.
Six Months Ended March 31, 1999
- -------------------------------
The Partnership reported net income of $10,050,000 for the six months
ended March 31, 1999, as compared to net income of $524,000 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 in the first quarter of fiscal 1999
on the sale of the Hurstbourne Apartments, as described above. In addition, an
$88,000 decrease in the Partnership's operating loss also contributed to the
increase in net income for the current six-month period. The decrease in the
Partnership's operating loss resulted from a $91,000 increase in interest and
other income, combined with a $5,000 decrease in management fees, which were
partially offset by a $8,000 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 six-month period.
A decrease of $558,000 in the Partnership's share of ventures' income
partially offset the increase in net income for the current six-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. In addition, there was a decrease in revenues at Mall Corners
for the current six-month period. Revenues at Mall Corners decreased primarily
due to a decline in common area maintenance and tax reimbursements. Net income
also decreased at Regent's Walk for the current six-month period due to an
increase in repairs and maintenance expenses as a result of the enhancement
program referred to above.
<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: May 10, 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 March 31,
1999 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Sep-30-1999
<PERIOD-END> Mar-31-1999
<CASH> 4,463
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,463
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,477
<CURRENT-LIABILITIES> 55
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,422
<TOTAL-LIABILITY-AND-EQUITY> 4,477
<SALES> 0
<TOTAL-REVENUES> 10,265
<CGS> 0
<TOTAL-COSTS> 215
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 10,050
<INCOME-TAX> 0
<INCOME-CONTINUING> 10,050
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,050
<EPS-PRIMARY> 165.83
<EPS-DILUTED> 165.83
</TABLE>
