<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [Fee Required]
For the fiscal year ended December 31, 1996
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
For the transition period from ................to...............
Commission file number 0-15698
WINDSOR PARK PROPERTIES 2, A CALIFORNIA LIMITED PARTNERSHIP
-----------------------------------------------------------
(Exact name of small business issuer in its charter)
CALIFORNIA 33-0054332
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 W. GRAND AVENUE, SUITE 202, ESCONDIDO, CALIFORNIA 92025
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (619) 746-2411
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under
Section 12(g) of the Exchange Act: Units of Limited Partnership Interest
------------------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $210,000
DOCUMENTS INCORPORATED BY REFERENCE: None
1
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TABLE OF CONTENTS
PART I
------
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Item 1. Description of Business 3
Item 2. Description of Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II
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<CAPTION>
Item 5. Market for the Partnership's Units and Related Security Holder Matters 4
Item 6. Management's Discussion and Analysis 5
Item 7. Financial Statements 7
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 18
PART III
--------
<CAPTION>
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of The Exchange Act 18
Item 10. Executive Compensation 19
Item 11. Security Ownership of Certain Beneficial Owners and Management 19
Item 12. Certain Relationships and Related Transactions 19
Item 13. Exhibits and Reports on Form 8-K 20
SIGNATURES 21
</TABLE>
2
<PAGE>
PART I
------
Item 1. DESCRIPTION OF BUSINESS
-----------------------
Business Development
- --------------------
Windsor Park Properties 2, a California Limited Partnership (the Partnership),
was formed in October 1984 pursuant to the provisions of the California Uniform
Limited Partnership Act. The General Partners of the Partnership are The
Windsor Corporation, a California corporation, and John A. Coseo, Jr., chief
executive officer, president, and principal stockholder of The Windsor
Corporation.
The Partnership was organized to acquire and hold existing manufactured home
communities for investment. Its principal investment objectives are to provide
to its Limited Partners: (i) distributions of cash from operations, (ii)
preservation, protection, and eventual return of the Limited Partners'
investment, and (iii) realization of appreciation in the value of the properties
acquired.
The Partnership was funded through a public offering of 150,030 limited
partnership units (Units). All of the Units were sold for gross proceeds
aggregating $15,003,000. In addition, the General Partners initially purchased
1,500 Units for $150,000. The offering commenced in November 1984 and
terminated in October 1985. The net proceeds from the offering were originally
expended for the acquisition of six fully-developed manufactured home
communities located in Kentucky, Louisiana, Oklahoma, and Florida. The
Partnership paid all cash for these properties.
In May 1988, the Partnership sold the Imperial and Imperial Estates manufactured
home communities located in Lexington, Kentucky for net proceeds of $3,492,700.
The communities were originally purchased in November 1985.
In December 1992, the Partnership sold the Palm Bay Estates manufactured home
community located in Palm Bay, Florida for net proceeds of $4,982,700. The
community was originally purchased in April 1985. In connection with the sale,
the Partnership provided financing in the form of a $4,300,000 promissory note
collateralized by a first mortgage on the property. The note was fully
collected in June 1994.
In August 1993, the Partnership sold the Conway Circle manufactured home
community located in Orlando, Florida for net proceeds of $1,505,300. Conway
Circle was originally acquired in March 1985.
In May 1996, the Partnership sold the Pinecrest manufactured home community
located in Shreveport, Louisiana for net proceeds of $791,200. The community
was originally acquired in August 1985.
In June 1996, the Partnership sold the Edgewood manufactured home community
located in Oklahoma City, Oklahoma for net proceeds of $99,300. The community
was originally acquired in August 1985.
In June 1996, subsequent to the sale of the final investment property, the
General Partners determined that it was in the best interests of the limited
partners to liquidate the Partnership. Consequently, in December 1996, a final
distribution of sales proceeds and cash reserves was made to the partners and
the Partnership was dissolved.
Business of Issuer
- ------------------
The Partnership was in the business of managing and eventually selling
manufactured home communities. Competitors of the Partnership included other
public and private limited partnerships,
3
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individuals, corporations, and other entities engaged in real estate investment
activities. Competition for such properties varied with changes in the supply
or demand for similar or competing properties in a given area, changes in
interest rates and in the availability of mortgage funds, and changes in tax,
real estate, environmental, and zoning laws.
Partnership profitability depends in part on maximizing occupancy and rental
rates in its manufactured home communities. Rents and occupancy rates are
affected by both changes in general economic conditions and changes in local
conditions such as levels of employment, supply of other comparable units or
competitive housing alternatives, zoning laws, and the availability and cost of
energy and transportation.
The Partnership's profitability also depends on the minimization of both
property and partnership administration expenses. Expenses are affected by
changes in general economic trends and changes in local conditions such as
prevailing wages, utility rates, insurance costs, and real estate taxation
practices.
The Partnership has no employees. Partnership administrative services are
provided by The Windsor Corporation, which is reimbursed for costs incurred on
behalf of the Partnership. An independent property management company employed
all of the properties' on-site personnel and was reimbursed by the Partnership
for such costs.
Item 2. DESCRIPTION OF PROPERTIES
-------------------------
The Partnership originally purchased six manufactured home communities, all of
which had been sold by December 31, 1996. The Partnership does not intend to
purchase additional communities.
Item 3. LEGAL PROCEEDINGS
-----------------
There are no pending legal proceedings, other than ordinary routine litigation
incidental to the business, to which the Partnership is a party of or which any
of its properties is the subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
There were no matters submitted to security holders for a vote during the fourth
quarter of the fiscal year covered by this report.
PART II
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Item 5. MARKET FOR THE PARTNERSHIP'S UNITS AND RELATED SECURITY HOLDER MATTERS
----------------------------------------------------------------------
A public market for the Partnership's units does not exist. The Partnership was
dissolved on December 31, 1996, as discussed previously. Immediately prior to
the dissolution, there were approximately 2,700 persons holding an aggregate of
149,671 Units.
4
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Cash distributions paid to the limited partners since December 31, 1994 are as
follows:
<TABLE>
<CAPTION>
Per $1,000
Originally
Date Paid Amount (1) Invested (2)
- ---------------- ----------- ------------
<S> <C> <C>
December 1996 $ 187,400 $12.37
May 1996 $1,000,000 $65.99
August 1995 $ 100,000 $ 6.60
May 1995 $ 100,000 $ 6.60
February 1995 $ 100,000 $ 6.60
</TABLE>
(1) Amounts are comprised of funds from operations, sales proceeds and cash
reserves and exclude General Partner participation.
(2) Computed based on $15,153,000 original investment.
Cash distributions paid to the General Partners since December 31, 1994 were
$15,000. The General Partners do not intend to make any further cash
distributions.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
a) Liquidity and Capital Resources
-------------------------------
The Partnership's primary sources of cash during the years ended December 31,
1996 and 1995 were from the operations of its investment properties and sales
proceeds. The primary use of cash during the same period was for cash
distributions to partners.
In May 1996, the Partnership sold the Pinecrest manufactured home community
located in Shreveport, Louisiana for net proceeds of $791,200. The community
was originally acquired in August 1985.
In June 1996, the Partnership sold the Edgewood manufactured home community
located in Oklahoma City, Oklahoma for net proceeds of $99,300. The community
was originally acquired in August 1985.
Both the Edgewood and Pinecrest communities had been severely impacted by weak
local economies in recent years. Occupancy rates and property net operating
incomes had declined steadily during the same period. The General Partners
determined that the sale of these properties was in the best interests of the
limited partners given the length of their holding periods and the fact that
there were no indications of any sustaining strengthening of the local
economies.
In June 1996, subsequent to the sale of the final investment property, the
General Partners decided to liquidate the Partnership. As a result, the
Partnership adopted the liquidation basis of accounting effective June 30, 1996.
Assets are stated at estimated net realizable value and liabilities include
estimated expenses of liquidation.
In May 1996, the Partnership made an initial $1,000,000 distribution of sales
proceeds and cash reserves to the limited partners. In December 1996, the
Partnership made a final distribution of $187,400 to the limited partners, and
the Partnership was dissolved. No further distributions are planned by the
General Partners. The remaining Partnership assets will be used for final
liquidation expenses.
5
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As discussed in Note 6 to the financial statements, pursuant to the Partnership
Agreement, net profits from the sale of Partnership properties should be
allocated first to each partner with a negative capital account balance in an
amount equal to the amount of the negative capital account of each partner.
Subsequent to the issuance of the 1995 financial statements, the general
partners determined that the financial statements did not properly reflect the
income allocation provisions of the Partnership Agreement. Accordingly,
partners' equity at December 31, 1994, has been restated from the amounts
previously reported to properly allocate net profits from the sale of
Partnership properties among the partners in accordance with the provisions of
the Partnership Agreement.
b) Results of Operations
---------------------
The results of operations for 1996 and 1995 are not comparable due to the sales
of the Pinecrest and Edgewood communities in May 1996 and June 1996,
respectively, and due to the Partnership's adoption of the liquidation basis of
accounting effective June 30, 1996, as discussed previously.
The Partnership realized net income of $60,700 ($0.40 per limited partnership
unit) for the six months ended June 30, 1996 and incurred a net loss of $157,200
($1.04 per limited partnership unit) for the year ended December 31, 1995.
The Partnership realized a gain on sale of property held for sale of $109,100 in
1996, consisting of a $116,500 gain realized from the sale of the Pinecrest
community, offset by a $7,400 loss incurred on the sale of the Edgewood
community, as discussed previously.
In June 1996, in connection with the change in basis of accounting from the
going concern basis to the liquidation basis, a $37,300 provision for estimated
costs of liquidation was accrued, representing liquidation costs expected to be
incurred by the Partnership prior to its dissolution. In December 1996, an
additional $16,000 was accrued for liquidation expenses.
In December 1995, the Partnership provided $90,000 for an estimated loss in
value of the Edgewood community. The provision was made after a management
review of the property and the local market indicated that an impairment in the
value of the property had occurred. The provision was measured as the
difference between the carrying value of the property and its estimated future
undiscounted cash flows. Factors considered and judgments made in estimating
future cash flows include current and future occupancy rates, future rent
raises, changes in operating expenses, the forecasted holding period and the
estimated property selling price.
6
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Item 7. FINANCIAL STATEMENTS
--------------------
The following financial statements are filed as a part of this report:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 8
Statement of Net Assets in Liquidation at December 31, 1996 9
Statement of Changes in Net Assets in Liquidation for the six
months ended December 31, 1996 10
Statements of Operations for the six months ended June 30, 1996
and the year ended December 31, 1995 11
Statements of Partners' Equity for the period ended June 30, 1996 12
Statements of Cash Flows for the six months ended June 30, 1996
and the year ended December 31, 1995 13
Notes to Financial Statements 14
</TABLE>
7
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INDEPENDENT AUDITORS' REPORT
The Partners
Windsor Park Properties 2
(A California Limited Partnership)
Escondido, California
We have audited the accompanying statement of net assets in liquidation of
Windsor Park Properties 2 (the Partnership) as of December 31, 1996, and the
related statement of changes in net assets in liquidation for the period from
July 1, 1996 to December 31, 1996. In addition, we have audited the
accompanying statements of operations, partners' equity and cash flows of
Windsor Park Properties 2 for the period from January 1, 1996 to June 30, 1996
and for the year 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 to the financial statements, the general partners of
Windsor Park Properties 2 approved a plan of liquidation effective June 30,
1996, and the Partnership commenced liquidation thereafter. As a result, the
Partnership has changed its basis of accounting from the going-concern basis to
the liquidation basis effective June 30, 1996.
In our opinion, such financial statements present fairly, in all material
respects, the net assets in liquidation of Windsor Park Properties 2 at December
31, 1996, the changes in its net assets in liquidation for the period from July
1, 1996 to December 31, 1996, and the results of its operations and its cash
flows for the period from January 1, 1996 to June 30, 1996 and for the year
ended December 31, 1995 in conformity with generally accepted accounting
principles applied on the bases described in the preceding paragraph.
As discussed in Note 6, partners' equity at December 31, 1994 has been restated.
Deloitte & Touche LLP
Costa Mesa, California
February 28, 1997
8
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WINDSOR PARK PROPERTIES 2
-------------------------
(A California Limited Partnership)
STATEMENT OF NET ASSETS IN LIQUIDATION
--------------------------------------
Liquidation Basis
-----------------
<TABLE>
<CAPTION>
December 31, 1996
-----------------
Assets
- ------
<S> <C>
Cash and cash equivalents $ 22,300
Other assets 3,300
-----------------
25,600
Liabilities
- -----------
Accounts payable and accrued expenses 25,600
-----------------
Net Assets In Liquidation $ --
=================
</TABLE>
See independent auditors' report and accompanying notes to financial statements.
9
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WINDSOR PARK PROPERTIES 2
-------------------------
(A California Limited Partnership)
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
-------------------------------------------------
FOR THE SIX MONTHS ENDED DECEMBER 31, 1996
------------------------------------------
Liquidation Basis
-----------------
<TABLE>
<CAPTION>
General Partners Limited Partners Total
---------------- ---------------- ------------
<S> <C> <C> <C>
Balance at July 1, 1996 $ 200 $ 199,800 $ 200,000
Interest income 100 5,200 5,300
Cash distributions (1,900) (187,400) (189,300)
Change in provision for
estimated costs of liquidation 1,600 (17,600) (16,000)
---------------- ---------------- ------------
Balance at December 31, 1996 $ -- $ -- $ --
================ ================ ============
</TABLE>
See independent auditors' report and accompanying notes to financial statements.
10
<PAGE>
WINDSOR PARK PROPERTIES 2
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
Going Concern Basis
-------------------
<TABLE>
<CAPTION>
Six Months Ended Year Ended
June 30, December 31,
1996 1995
---------------- -------------
REVENUES
- --------
<S> <C> <C>
Rent and utilities $ 182,900 $ 476,100
Interest 8,700 27,000
Other 13,100 30,200
---------------- -------------
204,700 533,300
---------------- -------------
COSTS AND EXPENSES
- ------------------
Property operating 174,400 463,500
Depreciation and amortization 4,900 64,100
General and administrative:
Related parties 15,400 33,200
Other 21,100 39,700
Provision for estimated costs of liquidation 37,300
Provision for estimated loss in value of property held
for sale 90,000
---------------- -------------
253,100 690,500
---------------- -------------
Operating loss (48,400) (157,200)
Gain on sale of property held for sale 109,100
---------------- -------------
Net income (loss) $ 60,700 $ (157,200)
================ =============
Net income (loss) - general partners $ 85,000 $ (1,600)
================ =============
Net loss - limited partners $ (24,300) $ (155,600)
================ =============
Net loss per limited partnership unit $ (0.16) $ (1.04)
================ =============
</TABLE>
See independent auditors' report and accompanying notes to financial statements.
11
<PAGE>
WINDSOR PARK PROPERTIES 2
-------------------------
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
------------------------------
FOR THE PERIOD ENDED JUNE 30, 1996
----------------------------------
Going Concern Basis
-------------------
<TABLE>
<CAPTION>
General Partners Limited Partners Total
---------------- ---------------- --------------
<S> <C> <C> <C>
Balance at December 31, 1994
- as previously reported $ (411,400) $ 2,023,800 $ 1,612,400
Reallocation of partners' equity
(Note 6) 341,300 (341,300)
---------------- ---------------- --------------
Balance at December 31, 1994
- as restated (70,100) 1,682,500 1,612,400
Cash distributions (3,000) (300,000) (303,000)
Net loss (1,600) (155,600) (157,200)
Repurchase of limited partnership
units (2,200) (2,200)
---------------- ---------------- --------------
Balance at December 31, 1995 (74,700) 1,224,700 1,150,000
Cash distributions (10,100) (1,000,000) (1,010,100)
Net income (loss) 85,000 (24,300) 60,700
Repurchase of limited partnership
units (600) (600)
---------------- ---------------- --------------
Balance at June 30, 1996 $ 200 $ 199,800 $ 200,000
================ ================ ==============
</TABLE>
See independent auditors' report and accompanying notes to financial statements.
12
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WINDSOR PARK PROPERTIES 2
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
Going Concern Basis
-------------------
<TABLE>
<CAPTION>
Six Months Ended Year Ended
June 30, December 31,
1996 1995
---------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 60,700 $ (157,200)
Adjustments to reconcile net income (loss) to net
cash (used in) provided by operating activities:
Depreciation and amortization 4,900 64,100
(Gain) loss on sale of property held for sale and other
assets (107,900) 6,000
Provision for estimated loss in value of property
held for sale 90,000
Changes in operating assets and liabilities:
Other assets 12,800 4,000
Accounts payable and accrued expenses (5,900) 8,100
---------------- -------------
Net cash (used in) provided by operating activities (35,400) 15,000
---------------- -------------
Cash flows from investing activities:
Proceeds from sale of property held for sale and other
assets 891,300 6,500
Increase in property held for sale (14,000) (22,300)
---------------- -------------
Net cash provided by (used in) investing activities 877,300 (15,800)
---------------- -------------
Cash flows from financing activities:
Cash distributions (1,010,100) (303,000)
Repurchase of limited partnership units (600) (2,200)
---------------- -------------
Net cash used in financing activities (1,010,700) (305,200)
---------------- -------------
Net decrease in cash and cash equivalents (168,800) (306,000)
Cash and cash equivalents at beginning of period 411,800 717,800
---------------- -------------
Cash and cash equivalents at end of period $ 243,000 $ 411,800
================ =============
</TABLE>
See independent auditors' report and accompanying notes to financial statements.
13
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WINDSOR PARK PROPERTIES 2
-------------------------
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1. PLAN OF LIQUIDATION AND DISSOLUTION AND BASIS OF ACCOUNTING
-----------------------------------------------------------
In June 1996, subsequent to the sale of the final investment property owned by
Windsor Park Properties 2, A California Limited Partnership (the Partnership),
the General Partners determined that it was in the best interests of the limited
partners to liquidate the Partnership. Consequently, in December 1996, a final
distribution of sales proceeds and cash reserves was made to the partners and
the Partnership was dissolved.
As a result of the plan to liquidate and dissolve the Partnership, the
Partnership changed its basis of accounting from the going-concern basis to the
liquidation basis effective June 30, 1996. Accordingly, assets are stated at
estimated net realizable value, and liabilities include estimated expenses of
liquidation.
NOTE 2. THE PARTNERSHIP AND A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------------
The Partnership
- ---------------
The Partnership was formed in October 1984 for the purpose of acquiring and
holding existing manufactured home communities for investment. The General
Partners of the Partnership are The Windsor Corporation (TWC), a California
corporation, and John A. Coseo, Jr., chief executive officer, president, and
principal shareholder of The Windsor Corporation. The Partnership was
originally funded through a public offering of 151,530 limited partnership units
at $100 per unit which commenced in November 1984 and terminated in October
1985.
The following is a summary of the Partnership's significant accounting policies:
Property Held for Sale
- ----------------------
Property held for sale is recorded at the lower of cost or estimated net
realizable value after disposition costs and depreciated over various estimated
useful lives (buildings and improvements - 5 to 20 years; fixtures and equipment
- - 3 to 5 years) using the straight-line method. When assets are sold or
otherwise disposed of, the cost and related accumulated depreciation are removed
from the accounts, and any gain or loss is included in net income. Repairs and
maintenance are charged to operations as incurred.
In 1995, property held for sale was reviewed for impairment annually or whenever
events or changes in circumstances indicated that the carrying values of the
properties would not be recoverable. Impairment was measured as the difference
between the carrying value of the property and the estimated future undiscounted
cash flows.
In 1996, the Partnership adopted Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of". Accordingly, property held for sale is
reviewed for impairment annually or whenever events or changes in circumstances
indicate that the carrying values of the properties may not be recoverable.
Impairment is measured as the difference between the carrying value of the
property and its fair value, less costs to dispose. The adoption of SFAS No.
121 did not have an effect on the 1996 financial statements of the Partnership.
14
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Income Tax
- ----------
Under provisions of the Internal Revenue Code and the California Revenue and
Taxation Code, partnerships are generally not subject to income taxes. The tax
effect of any income or loss accrues to the individual partners.
Net Income (Loss) per Limited Partnership Unit
- ----------------------------------------------
Net income (loss) per limited partnership unit is calculated based on the
weighted average number of limited partnership units outstanding during the
period and the net income (loss) allocated to the Limited Partners. The
weighted average number of limited partnership units outstanding during the six
months ended June 30, 1996 and the year ended December 31, 1995 was 149,735 and
150,201, respectively.
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 reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Fair Value of Financial Instruments
- -----------------------------------
The carrying amounts of cash and cash equivalents, accounts payable and accrued
expenses approximate fair value because of the short maturity of the financial
instruments.
Statements of Cash Flows
- ------------------------
For purposes of the statements of cash flows, the Partnership considers all
highly-liquid investments purchased with an original maturity of three months or
less to be cash equivalents.
Reclassification
- ----------------
Certain 1995 amounts have been reclassified to conform with the 1996
presentation.
NOTE 3. PARTNERSHIP AGREEMENT
---------------------
In accordance with the Partnership Agreement, the maximum liability of the
Limited Partners is the amount of their capital contributions. Immediately
prior to the dissolution of the Partnership in December 1996, there were 149,671
limited partnership units outstanding representing capital contributions of
$14,967,100. The number of limited partnership units outstanding at December
31, 1995 was 149,833, which represented capital contributions of $14,983,300.
During the years ended December 31, 1996 and 1995, the Partnership repurchased
162 units and 512 units, respectively, for $600 and $2,200, respectively. The
General Partners owned 1,550 units during both 1996 and 1995.
The General Partners are entitled to receive from the Partnership various fees
and compensation which are summarized as follows:
15
<PAGE>
Operational Stage
- -----------------
The profits and losses of the Partnership during the operational stage are
allocated 99% to the Limited Partners and 1% to the General Partners. Cash
distributions from operations during the operational stage are allocated 95% to
the Limited Partners and 5% to the General Partners.
The Partnership reimburses TWC for certain direct expenses, and employee,
executive and administrative time incurred on the Partnership's behalf. The
Partnership was charged $31,300 and $40,600 for such costs during the years
ended December 31, 1996 and 1995, respectively. These costs are included in
property operating, general and administrative, and estimated liquidation
expenses in the accompanying statements of operations.
Liquidation Stage
- -----------------
During the Partnership's liquidation stage, the total compensation paid to all
persons for the sale of investment properties is limited to competitive real
estate commissions, not to exceed 6% of the contract price for the sale of the
property. The General Partners may receive up to one-half of the competitive
real estate commission, not to exceed 3%, if they provide a substantial amount
of services in the sales effort. The General Partners' commission is
subordinated to the Limited Partners' receiving a 9% cumulative, non-compounded,
annual return on their original capital investments. No commissions were paid to
the General Partners during the years ended December 31, 1996 and 1995.
The General Partners also receive 1% of cash distributions from the sale of
Partnership properties.
The General Partners generally receive 1% of profits and losses from the sale of
Partnership properties. However, if applicable, profits on sale will first be
allocated 100% to the General Partners to the extent of their negative capital
account.
During the years ended December 31, 1996 and 1995, the General Partners received
cash distributions of $12,000 and $3,000, respectively.
NOTE 4. PROPERTY HELD FOR SALE
----------------------
In May 1996, the Partnership sold the Pinecrest manufactured home community
located in Shreveport, Louisiana. The Partnership received proceeds of
$791,200, net of sale and closing costs of $8,800. The Partnership realized a
gain of $116,500 on the sale. The community was sold to ROC Communities, Inc.,
a Maryland corporation (ROC). ROC had provided property management services for
the community since 1991 and had previously acquired properties from the
Partnership and its affiliates. In addition, the corporate general partner owns
a nominal equity position in ROC.
In June 1996, the Partnership sold the Edgewood manufactured home community
located in Oklahoma City, Oklahoma to an unrelated party. The Partnership
received proceeds of $99,300, net of sale and closing costs of $10,700. The
Partnership realized a loss of $7,400 on the sale.
In December 1995, the Partnership provided $90,000 for an estimated loss in
value of the Edgewood community. The provision was made after a management
review of the property and the local market indicated that an impairment in the
value of the property had occurred. The provision was measured as the
difference between the carrying value of the property and its estimated future
undiscounted cash flow.
16
<PAGE>
NOTE 5. INCOME TAXES
------------
Certain transactions of the Partnership are reported in different periods for
financial and tax reporting purposes. A reconciliation between amounts reported
for financial statement and federal tax return purposes as of December 31, 1996
and 1995 and for the years then ended follows:
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
--------------------------- -------------------------------
Net Income Partners' Partners'
(Loss) Equity Net (Loss) Equity
------------- ------ ----------- --------------
<S> <C> <C> <C> <C>
Per financial
statements $ 50,000 $ -- $ (157,200) $ 1,150,000
Syndication
costs 1,560,500
Gain on sale of
property held
for sale (3,116,300) (125,000)
Provision for
estimated loss
in value of
property held
for sale 90,000 3,195,000
Depreciation (64,500) (116,200) 116,700
Other (3,800) (7,400) (11,000)
------------- ------ ----------- --------------
Per Partnership
tax return $ (3,134,600) $ -- $ (190,800) $ 5,886,200
============= ====== =========== ==============
</TABLE>
NOTE 6. RESTATEMENT OF PARTNERS' EQUITY
-------------------------------
Pursuant to the Partnership Agreement, net profits from the sale of Partnership
properties should be allocated first to each partner with a negative capital
account balance in an amount equal to the amount of the negative capital account
of each partner. Subsequent to the issuance of the 1995 financial statements,
the general partners determined that the financial statements did not properly
reflect the income allocation provisions of the Partnership Agreement.
Accordingly, partners' equity at December 31, 1994 has been restated from the
amounts previously reported to properly allocate net profits from the sale of
Partnership properties among the partners in accordance with the provisions of
the Partnership Agreement. The effect of this restatement on the Partnership's
financial statements is summarized below:
<TABLE>
<CAPTION>
As Previously
Reported As Restated
-------------- ------------
<S> <C> <C>
Equity Balance
- --------------
General Partners $ (411,400) $ (70,100)
Limited Partners $ 2,023,800 $ 1,682,500
</TABLE>
17
<PAGE>
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
There were no disagreements over accounting or financial disclosure with the
independent accountants for the Partnership.
PART III
--------
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
-------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------
The original general partners of the Partnership were The Windsor Corporation
(Windsor), and John A. Coseo, Jr. Mr. Coseo, his wife Patricia Ann Coseo and
their children owned a majority of the stock of Windsor.
In July 1994, Windsor merged into Windsor Group, Inc., a majority-owned
subsidiary. In conjunction with the merger, Windsor Group, Inc. changed its
name to The Windsor Corporation (Wincorp). Subsequent to the merger, Mr. Coseo,
his wife Patricia Ann Coseo and their children own a majority of the stock of
Wincorp.
Windsor and Wincorp were incorporated in 1977 and 1992, respectively, to engage
in the real estate syndication business. Since 1979 they have concentrated
solely on the acquisition, management, and sale of fully-developed manufactured
home communities through the investment programs which they sponsor.
The executive officers of Windsor and Wincorp do not receive direct compensation
from the Partnership in these capacities and are only required to spend such
time on the Partnership's affairs as is deemed necessary. Substantial amounts
of these officers' time is expected to be spent on matters unrelated to the
Partnership, particularly after the completion of its offering and acquisition
stages.
The names, ages, and nature of the positions held by the directors and executive
officers of Wincorp follow:
<TABLE>
<CAPTION>
Name Age Office
- ------------------ ------ ------------------------------------------
<S> <C> <C>
John A. Coseo, Jr. 58 Chairman of the Board and Chief Executive
Officer
Patricia A. Coseo 55 Secretary and Director
</TABLE>
A brief background of the directors and executive officers follows.
John A. Coseo, Jr. (58) was the founder of Windsor in 1974 and has been actively
involved in all facets of the manufactured housing business since that time.
From 1979 to the present, Mr. Coseo has acted as general partner or advisor in
the acquisition and management of 56 manufactured home communities throughout
the United States. Mr. Coseo is the Chairman and chief executive officer of
Wincorp. Mr. Coseo is a general partner of seven limited partnerships which
have registered their securities under the Securities and Exchange Act of 1934.
Mr. Coseo is also Chairman, chief executive officer, and a trustee of Wincorp's
first sponsored real estate investment trust, Windsor Real Estate Investment
Trust 8. Mr. Coseo is the husband of Patricia A. Coseo.
18
<PAGE>
Patricia A. Coseo (55) is and has been the Secretary and a Director of Windsor
and Wincorp for the past ten years. She is involved in corporate planning and
development, and is the spouse of John A. Coseo, Jr.
Item 10. EXECUTIVE COMPENSATION
----------------------
The Partnership has not paid and does not propose to pay any remuneration or
retirement benefits to the directors or executive officers of The Windsor
Corporation. Refer to Item 12 (Certain Relationships and Related Transactions)
for cash distributions and expense reimbursements paid to The Windsor
Corporation by the Partnership.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners
No person is known by the Partnership to be the beneficial owner of more than
5% of the limited partnership units.
(b) Security Ownership of Management
The following table presents certain information regarding the number of units
owned, directly or indirectly, by (i) each General Partner and (ii) all General
Partners as a group immediately prior to the dissolution of the Partnership in
December 1996:
<TABLE>
<CAPTION>
Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percent of Class
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Units of Limited John A. Coseo, Jr.,
Partnership Interest a General Partner 50 .03%
Units of Limited The Windsor Corporation,
Partnership Interest a General Partner 1,500 1.01%
----- ----
Units of Limited All General Partners as
Partnership Interest a group 1,550 1.04%
===== ====
</TABLE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The following table reflects all compensation accrued or paid to the General
Partners during the years ended December 31, 1996 and 1995.
<TABLE>
<CAPTION>
Form of Compensation and Entity Receiving 1996 1995
- ----------------------------------------- ---- ----
<S> <C> <C>
Expense reimbursement - The Windsor Corporation $31,300 $40,600
Cash distributions - The Windsor Corporation $12,000 $ 3,000
</TABLE>
19
<PAGE>
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits and Index of Exhibits
(3) - Certificate and Agreement of Limited Partnership filed as
Exhibit A to Registration Statement No. 2-93829 and incorporated
herein by reference.
(27) - Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the last quarter of the
period covered by this Form 10-KSB.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 26th day of
March, 1997.
WINDSOR PARK PROPERTIES 2
A California Limited Partnership
By: /s/ John A. Coseo, Jr.
--------------------------------
JOHN A. COSEO, JR.
Individual General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ------ ----
<S> <C> <C>
/s/ John A. Coseo, Jr. General Partner and Chairman of the March 26, 1997
- --------------------- Board of The Windsor Corporation
JOHN A. COSEO, JR. (Principal Executive Officer of The
Windsor Corporation)
/s/ Patricia A. Coseo Director of The Windsor Corporation March 26, 1997
- ---------------------
PATRICIA A. COSEO
</TABLE>
21
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 22,300
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 25,600
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0<F1>
<TOTAL-LIABILITY-AND-EQUITY> 25,600
<SALES> 0
<TOTAL-REVENUES> 210,000
<CGS> 0
<TOTAL-COSTS> 174,400
<OTHER-EXPENSES> 94,700
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (59,100)
<INCOME-TAX> 0
<INCOME-CONTINUING> (59,100)
<DISCONTINUED> 109,100
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50,000
<EPS-PRIMARY> 0.40<F2>
<EPS-DILUTED> 0
<FN>
<F1> Net assets in liquidation.
<F2> Net income per limited partnership unit.
</FN>
</TABLE>
