<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended March 31, 1997 Commission file number 0-14557
-------------- -------
POWER TEST INVESTORS LIMITED PARTNERSHIP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 11-2717079
- - ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 Jericho Turnpike, Jericho, New York 11753
- - --------------------------------------- -------
(Address of principal executive offices) (Zip Code)
(516) 338 - 6000
----------------
(Registrant's telephone number, including area code)
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
--- ---
Registrant has 6,500,306 units of general and limited partnership interests
outstanding as of March 31, 1997.
<PAGE> 2
POWER TEST INVESTORS LIMITED PARTNERSHIP
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page Number
- - ------------------------------ -----------
<S> <C>
Item 1. Consolidated Financial Statements:
Balance Sheets - March 31, 1997 and December 31, 1996 1
Statements of Income - three months ended
March 31, 1997 and 1996 2
Statements of Cash Flows - three months ended
March 31, 1997 and 1996 3
Notes to Consolidated Financial Statements 4 - 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
PART II. OTHER INFORMATION
-----------------
Item 6. Exhibits and Reports on Form 8-K 7
Signatures 7
</TABLE>
<PAGE> 3
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
CONSOLIDATED BALANCE SHEETS
March 31, 1997 and December 31, 1996
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------- -----------
(unaudited)
<S> <C> <C>
ASSETS
Cash and equivalents $ 2,080,663 $ 1,867,103
Net investment in direct financing leases 3,631,851 3,868,626
Fixed assets, at cost, net of accumulated
depreciation of $19,860,708 and $19,668,909,
respectively 29,303,674 29,495,473
Deferred charges, net of accumulated amortization
of $2,611,404 and $2,586,513, respectively 347,762 372,653
----------- -----------
$35,363,950 $35,603,855
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accrued liabilities, primarily interest $ 173,213 $ 194,370
Mortgage and note payable 29,066,554 29,509,054
Partners' capital, 6,500,306 units
of general and limited partnership interests
outstanding 6,124,183 5,900,431
----------- -----------
$35,363,950 $35,603,855
=========== ===========
</TABLE>
See accompanying notes.
1
<PAGE> 4
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
CONSOLIDATED STATEMENTS OF INCOME
Three months ended March 31, 1997 and 1996
(unaudited)
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Revenues:
Rental income $2,122,215 $2,134,956
Interest on direct financing leases 180,195 224,710
Other income 29,131 306,300
---------- ----------
2,331,541 2,665,966
---------- ----------
Expenses:
Interest 495,420 572,254
General and administrative 180,614 182,671
Depreciation and amortization 216,690 213,966
Income applicable to minority interest 14,464 17,057
---------- ----------
907,188 985,948
---------- ----------
Net income $1,424,353 $1,680,018
========== ==========
Net income per unit $ .22 $ .26
========== ==========
Distributions per unit $ .185 $ .185
========== ==========
Weighted average units outstanding 6,500,306 6,501,233
========== ==========
</TABLE>
See accompanying notes.
2
<PAGE> 5
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 1997 and 1996
(unaudited)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,424,353 $ 1,680,018
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 216,690 213,966
Amortization of investment in direct
financing leases 236,775 197,948
Gain on dispositions of properties - (257,244)
Minority interest 14,464 17,057
Changes in assets and liabilities:
Decrease in accrued liabilities (21,157) (66,316)
----------- -----------
Net cash provided by operating activities 1,871,125 1,785,429
----------- -----------
Cash flows from investing activities:
Property acquisitions - (325,352)
Proceeds from dispositions of properties - 364,634
----------- -----------
Net cash provided by investing activities - 39,282
----------- -----------
Cash flows used in financing activities:
Proceeds from borrowings - 1,500,000
Repayment of debt (442,500) (4,076,495)
Cash distributions (1,215,065) (1,215,234)
Purchase of partnership units - (4,112)
----------- -----------
Net cash used in financing activities (1,657,565) (3,795,841)
----------- -----------
Net increase (decrease) in cash and equivalents 213,560 (1,971,130)
Cash and equivalents at beginning of period 1,867,103 5,754,500
----------- -----------
Cash and equivalents at end of period $ 2,080,663 $ 3,783,370
=========== ===========
Supplemental disclosure of cash flow information -
Cash paid during the period for interest $ 504,078 $ 621,383
</TABLE>
See accompanying notes.
3
<PAGE> 6
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997
(unaudited)
1. Basis of Presentation:
The accompanying consolidated financial statements are unaudited but, in the
opinion of management, reflect all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation. These statements should be read in
conjunction with the consolidated financial statements and related notes which
appear in Power Test Investors Limited Partnership's ("Partnership") Annual
Report on Form 10-K for the year ended December 31, 1996.
2. Organization:
The Partnership is a New York limited partnership which was formed in January
1985 to invest in and become the limited partner in Power Test Realty Company
Limited Partnership ("Operating Partnership"), also a New York limited
partnership. The Operating Partnership was formed to acquire, own, lease and
sell or dispose of certain of the assets ("Assets") formerly used in the
petroleum marketing operations of Getty Oil Company and Getty Refining and
Marketing Company located in the Northeastern and Mid-Atlantic states. The
Operating Partnership has leased to Getty Realty Corp., formerly known as
Getty Petroleum Corp., ("Getty") the Assets which were acquired on February 1,
1985. The leases are principally for initial periods of fifteen years expiring
January 31, 2000 (subject to five ten-year renewal periods through 2050) and
provide for aggregate annual rental payments of approximately $10,301,000 as of
March 31, 1997. The general partner of the Partnership and the Operating
Partnership is CLS General Partnership Corp. ("General Partner").
The limited partners of the Partnership contributed approximately 79% of the
capital of the Partnership and share pro rata with the General Partner (which
contributed approximately 21% of the capital of the Partnership) in the
financial and tax attributes of the Partnership. The Partnership contributed 99%
of the capital of the Operating Partnership and shares pro rata with the General
Partner (which contributed the remaining 1% of the capital of the Operating
Partnership) in the financial and tax attributes of the Operating Partnership.
In 1990 and 1991, the General Partner purchased 38,933 and 46,000 units of
limited partnership interests, respectively, further increasing its ownership of
the Partnership as of March 31, 1997 to approximately 22.3%.
3. Consolidation:
The consolidated financial statements include the accounts of the Partnership
and the Operating Partnership. All significant intercompany accounts and
transactions have been eliminated. The General Partner's share of the Operating
Partnership's income for the three months ended March 31, 1997 and 1996 has been
reflected as "Income applicable to minority interest" in the accompanying
consolidated statements of income.
4. Cash and Equivalents:
As of March 31, 1997, $355,000 of cash is restricted, under the terms of its
mortgage loan agreement, for the acquisition of additional properties or the
repayment of debt. In addition,
4
<PAGE> 7
the Operating Partnership is required to maintain cash balances or other
investments of at least $1,000,000 through December 31, 1998 and $500,000
thereafter.
5. Partners' Capital:
<TABLE>
<CAPTION>
Total
General Limited Partners'
Partner Partners Capital
--------- ---------- -----------
<S> <C> <C> <C>
Balance, December 31, 1996 $ 1,288,035 $ 4,612,396 $ 5,900,431
Net income for the three months
ended March 31, 1997 317,164 1,107,189 1,424,353
Distributions to unitholders (280,283) (934,782) (1,215,065)
Income applicable to minority interest 14,464 - 14,464
----------- ----------- -----------
Balance, March 31, 1997 $ 1,339,380 $ 4,784,803 $ 6,124,183
=========== =========== ===========
</TABLE>
As of March 31, 1997 and December 31, 1996, the General Partner's minority
interest amounted to $54,865 and $52,908, respectively, which is included in
"Total Partners' Capital".
6. Dispositions of Properties:
In accordance with the terms of the lease, the Operating Partnership sold a
service station property to Getty during the first quarter of 1996 for eleven
times the annual rental, resulting in a net gain of $242,539 to the Partnership.
In addition, during the quarter ended March 31, 1996, a service station property
was subject to a partial condemnation which resulted in the taking of certain of
the land. The condemnation resulted in a net gain to the Partnership of $14,705.
The net gains resulting from the aforementioned dispositions have been reflected
in "Other income" in the accompanying consolidated statements of income.
7. Subsequent Event:
In April 1997, the Operating Partnership amended its mortgage loan agreement
with its lender because of the affect that the March 1997 spin-off of Getty's
marketing business and assets to its stockholders will have on the Funded Debt
Ratio of Getty and, therefore, on the interest rate applicable to the loan. The
loan agreement amendment will result in an incremental interest cost of
approximately $25,000 during the remainder of 1997, which amount will be more
that offset by reductions in interest costs in subsequent years as a result of
the amendment. In April 1997, the Operating Partnership also incurred a one-time
bank amendment fee of approximately $35,000 relating to the mortgage loan
agreement.
5
<PAGE> 8
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The Partnership was formed to invest in and become the limited partner in the
Operating Partnership. The operations of the Operating Partnership consist of
leasing to Getty properties which were acquired by the Operating Partnership on
February 1, 1985. The leases are principally for initial periods of fifteen
years expiring January 31, 2000 (subject to five ten-year renewal periods
through 2050) and provide for aggregate annual rental payments of approximately
$10,301,000 as of March 31, 1997.
The decrease in rental income for the three months ended March 31, 1997 as
compared to the prior year period is due to the sale of certain properties, net
of properties acquired.
The decrease in other income for the three months ended March 31, 1997 as
compared to the prior year period is principally due to $257,000 of gains on
dispositions of properties realized during the prior year period. Other income
also includes interest income earned on investments for each of the respective
periods.
The decrease in interest expense for the three months ended March 31, 1997 as
compared to the 1996 period was principally due to lower interest rates and debt
outstanding.
As of March 31, 1997, cash and equivalents amounted to $2,081,000, of which
$1,355,000 was restricted under the terms of the mortgage loan. Restricted funds
of $355,000 may be used to acquire additional properties or to reduce the
outstanding loan balance and the Operating Partnership is required to maintain
cash balances or other investments of at least $1,000,000 through December 31,
1998 and $500,000 thereafter.
During the quarter ended March 31, 1996, the Operating Partnership acquired a
service station property in New Jersey, and certain land adjacent to an existing
service station property in Massachusetts, for a total of $325,000. The
Operating Partnership entered into lease agreements with Getty for these
locations at fair market rentals.
On November 9, 1995, the Partnership announced that it may purchase in the
market from time to time through March 15, 1996 up to 150,000 of its Units at
prices not to exceed $8.00 per Unit. In June 1995, the Partnership had offered
to purchase Units for $7.50 per Unit. Through March 15, 1996, the Partnership
purchased 9,912 Units for $76,897, of which 514 Units were purchased for $4,112
during the quarter ended March 31, 1996.
The Partnership has made quarterly cash distributions to its unitholders since
1987. On June 2, 1997, a cash distribution of 18.5 cents per unit will be paid
to unitholders of record on May 1, 1997.
6
<PAGE> 9
PART II. OTHER INFORMATION
- - ---------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
Designation of Exhibit
in this Quarterly Report
on Form 10-Q Description of Exhibit
------------ ----------------------
<S> <C>
10.29 First Amendment to the Amended and
Restated Loan Agreement dated as of
April 18, 1997 between Power Test
Realty Company Limited Partnership and
Fleet National Bank (successor in interest
to Fleet Bank of Massachusetts, N.A.)
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K: None
SIGNATURES
Pursuant to the requirements 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.
POWER TEST INVESTORS LIMITED PARTNERSHIP
----------------------------------------
(Registrant)
By: /s/ Leo Liebowitz
-----------------------------------------------
Leo Liebowitz, President, Treasurer and a
Director of CLS General Partnership Corp.,
the General Partner (Principal Financial
and Accounting Officer)
Dated: May 14, 1997
7
<PAGE> 1
EXHIBIT 10.29
FIRST AMENDMENT
to the
AMENDED AND RESTATED LOAN AGREEMENT
This FIRST AMENDMENT to the AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment"), dated as of April 18, 1997, is by and between POWER TEST REALTY
COMPANY LIMITED PARTNERSHIP, a New York limited partnership having its
principal office at 125 Jericho Turnpike, Jericho, New York 11753 (the
"Borrower") and FLEET NATIONAL BANK (successor in interest to Fleet Bank of
Massachusetts, N.A.), a national banking association having its principal place
of business at One Federal Street, Boston, Massachusetts 02110 (the "Bank").
WHEREAS, the Borrower and the Bank are parties to that certain Amended
and Restated Loan Agreement, dated as of October 31, 1995 (the "Loan
Agreement"), pursuant to which the Bank, upon certain terms and conditions, has
made a loan to the Borrower;
WHEREAS, Getty Petroleum Corp., a Delaware corporation ("Getty"), an
affiliate of the Borrower, has decided to spin-off its petroleum marketing
business to its shareholders on a tax-free basis effective as of March 21,
1997, so as to separate Getty's real estate business from its petroleum
business;
WHEREAS, Getty has formed Getty Petroleum Marketing Inc., a Maryland
corporation ("Marketing"), to hold and operate its petroleum marketing and
related businesses;
WHEREAS, The Board of Directors of Getty has declared a special
distribution of the common stock of Marketing to the shareholders of Getty
which was effectuated on March 31, 1997;
WHEREAS, Getty will retain its real estate business and lease the
Stations (as defined in the Loan Agreement) on a long-term net basis to
<PAGE> 2
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Marketing pursuant to a Master Lease Agreement dated as of February 1, 1997;
WHEREAS, effective as of March 31, 1997, Getty Realty Corp., a Delaware
corporation, has merged with and into Getty and Getty in turn has changed its
name to "Getty Realty Corp." ("Realty");
WHEREAS, the Borrower has requested that certain provisions of the Loan
Agreement be amended in order, among other things, to provide for certain
changes; and
WHEREAS, the Bank, subject to the terms and provisions hereof, has
agreed to amend the Loan Agreement in order to provide for the foregoing
matters;
NOW, THEREFORE, the Borrower and the Bank hereby agree as follows:
Section 1. Defined Terms. Capitalized terms used in this Amendment
--------------
without definition that are defined in the Loan Agreement shall have the
meanings set forth in the Loan Agreement.
Section 2. Amendment to Loan Agreement. Subject to the satisfaction of
----------------------------
the conditions precedent set forth in Section 5 hereof, the Loan Agreement is
hereby amended as follows:
Section 2.1. The definition of Getty set forth in Section 1 of
-----
the Loan Agreement is hereby deleted in its entirety.
Section 2.2. The following definitions are hereby added to
Section 1 of the Loan Agreement in the alphabetically appropriate
order:
Marketing means Getty Petroleum Marketing Inc., a
---------
Maryland corporation.
Realty means Getty Realty Corp., a Delaware
------
corporation, successor by name change to Getty Petroleum Corp.
Section 2.3. All references in the Loan Agreement to "Getty"
shall be deemed to be references to "Realty".
Section 2.4. In line 4 of the definition of Affiliate in
---------
Section 1 of the Loan Agreement, the word "Marketing", is hereby inserted after
the word "PTI,".
<PAGE> 3
-3-
Section 2.5. In line 1 of the definition of Bank in Section 1 of the
----
Loan Agreement, the words "Fleet National Bank, a national banking association,
as successor in interest to" shall be inserted after the word "means".
Section 2.6. The definition of Funded Debt to EBITDA Ratio as set forth
---------------------------
in Section 1 of the Loan Agreement is hereby deleted in its entirety and
replaced with the following definition:
Funded Debt to EBITDA Ratio means the ratio of (i) the sum of
---------------------------
Realty's and Marketing's combined total funded indebtedness for borrowed
money (including obligations with respect to leases which would be
capitalized) as carried on the respective balance sheets of Realty and
Marketing in accordance with generally accepted accounting principles,
other than trade debt or similar obligations incurred in the ordinary
course of business, on the last day of each fiscal quarter to (ii) the
--
combined amount of Realty's and Marketing's Earnings Before Interest,
Taxes, Depreciation and Amortization, for the period of four consecutive
fiscal quarters, ending on the last day of the fiscal quarter referred
to in clause (i) above.
Section 2.7. The reference to "Section 2.11" in the definition of
Operating Account set forth in Section 1 of the Loan Agreement is hereby
- - -----------------
changed to "Section 2.12".
Section 2.8. Section 2.3(b) of the Loan Agreement is hereby amended by
deleting the table set forth therein in its entirety and replacing it with the
following new table:
Funded Debt to EBITDA Ratio Interest Rate
- - --------------------------- -------------
.50x or less to 1 LIBOR Rate + 1.125%
--
.51x - .75x to 1 LIBOR Rate + 1.25%
--
.76x - 1.00x to 1 LIBOR Rate + 1.375%
--
1.01x - 1.24x to 1 LIBOR Rate + 1.50%
--
1.25x - 1.49x to 1 LIBOR Rate + 1.625%
--
1.50x - 1.74x to 1 LIBOR Rate + 1.75%
--
1.75x - 1.99x to 1 LIBOR Rate + 1.875%
--
2.00x - or greater to 1 LIBOR Rate + 2.00%
--
<PAGE> 4
-4-
Section 2.9. Section 2.13 of the Loan Agreement is hereby deleted in its
entirety.
Section 2.10. In line 3 of Section 3.25 of the Loan Agreement, the word
"Marketing," is hereby inserted after the word "PTI,".
Section 2.11. In line 3 of Section 5.8 of the Loan Agreement, the word
"Marketing," is hereby inserted after the word "Borrower,".
Section 2.12. In line 3 of Section 5.8(a) of the Loan Agreement, the words ",
of Marketing" are hereby inserted after the word "Getty".
Section 2.13. In lines 4 and 6 of Section 5.8(a) of the Loan Agreement, the
word ",Marketing" is hereby inserted after the word "Getty".
Section 2.14. In lines 3, 5 and 12 of Section 5.8(c) of the Loan Agreement, the
word ",Marketing" is hereby inserted after the word "Getty".
Section 2.15. In lines 2 and 4 of Section 5.8(g) of the Loan Agreement, the
word "Marketing" is hereby inserted after the word "Getty",
Section 2.16. In line 3 of Section 5.8(h) of the Loan Agreement, the word
"Marketing," is hereby inserted after the word "Getty,".
Section 2.17. In lines 2, 5 and 8 of Section 5.8(i) of the Loan Agreement, the
words "and Marketing" are hereby inserted after the word "Getty".
Section 2.18. In line 2 of Section 5.8(k) of the Loan Agreement the word
"Marketing," is hereby inserted after the word "Getty,".
Section 2.19. In Section 2.8 and Section 1 (ii) of the Loan Agreement, the
address "75 State Street, Boston, Massachusetts 02109" is hereby deleted and
the address "One Federal Street, Boston, Massachusetts 02110" is substituted in
place thereof.
Section 2.20. Exhibit F to the Loan Agreement is hereby amended by adding
---------
thereto the Master Lease Agreement between Realty and Marketing attached hereto
as EXHIBIT F.
---------
Section 3. Affirmation of Borrower. The Borrower hereby affirms its absolute
------------------------
and unconditional promise to pay to the Bank the Loan and all other amounts due
under the Notes and the Loan Agrement, as amended hereby, at the times and in
the amounts provided for therein. The Borrower confirms and agrees that the
obligations of the Borrower to the Bank under the Loan Agreement, as amended
hereby, remain secured by
<PAGE> 5
-5-
and entitled to the benefits of the Loan Documents as amended and in effect
from time to time.
Section 4. Representations and Warranties. The Borrower hereby
-------------------------------
represents and warrants to the Bank that the representations and warranties of
the Borrower set forth in the Loan Agreement were true and correct when made
with respect to the Loan Agreement as in effect as of such time and continue to
be true and correct on and as of the date hereof as if made on the date hereof.
Section 5. Conditions to Effectiveness. The effectiveness of this
----------------------------
Amendment shall be subject to the delivery to the Bank by (or on behalf of) the
Borrower, contemporaneously with the execution hereof, of the following, in
form and substance satisfactory to the Bank:
(a) This Amendment executed and delivered by the Borrower and the Bank;
(b) An amendment fee in an amount equal to .125% of the outstanding
amount of the Loan;
(c) An Affirmation and Acknowledgment of Amended and Restated Hazardous
Waste and PMPA Indemnification Agreement executed by Realty;
(d) An Affirmation and Acknowledgment of Three Party Lease Agreement
executed by Realty;
(e) A favorable opinion from Samuel M. Jones, Esq., counsel to the
Borrower, Realty and Marketing, addressed to the Bank and dated the date of the
execution and delivery of this Amendment, in form, scope and substance
satisfactory to the Bank;
(f) Certified copies of all documents relating to the authorization and
execution of the Amendment and the documents contemplated hereby and related
authority and organizational documents of the Borrower, Realty and Marketing as
the Bank may request; and
(g) Any other document or instrument the Bank may reasonably request.
Section 6. Miscellaneous Provisions.
-------------------------
(a) Except as otherwise expressly provided by this Amendment, all of
the terms, conditions and provisions of the Loan Agreement shall remain the
same. It is declared and agreed by each of the parties hereto
<PAGE> 6
-6-
that the Loan Agreement, as amended hereby, shall continue in full force and
effect, and that this Amendment and the Loan Agreement shall be read and
construed as one instrument.
(b) THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER
SEAL AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS.
(c) This Amendment may be executed in any number of counterparts,
and all such counterparts shall together constitute but one instrument. In
making proof of this Amendment it shall not be necessary to produce or account
for more than one counterpart signed by each party hereto by and against which
enforcement hereof is sought.
(d) Headings or captions used in this Amendment are for
convenience of reference only and shall not define or limit the provisions
hereof.
(e) The Borrower hereby agrees to pay to the Bank, on demand by the
Bank, all out-of-pocket costs and expenses incurred or sustained by any Person
in connection with the preparation of this Amendment (including legal fees).
<PAGE> 7
-7-
IN WITNESS WHEREOF, the parties hereto have cause this Amendment to be
made by their duly authorized officers as a sealed instrument as of the date
first set forth at the beginning of this Amendment.
POWER TEST REALTY COMPANY
LIMITED PARTNERSHIP
By: CLS General Partnership Corp.,
its General Partner
By: /s/ Leo Liebowitz
---------------------------
Leo Liebowitz
President
FLEET NATIONAL BANK, successor in
interest to Fleet Bank of Massachusetts,
N.A.
By: /s/ Michael A. Palmer
---------------------------
Name: Michael A. Palmer
-------------------------
Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF POWER TEST INVESTORS LIMITED PARTNERSHIP AS
OF MARCH 31, 1997 AND FOR THE THREE MONTHS THEN ENDED AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,081
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 49,164
<DEPRECIATION> 19,861
<TOTAL-ASSETS> 35,364
<CURRENT-LIABILITIES> 0
<BONDS> 29,067
0
0
<COMMON> 0
<OTHER-SE> 6,124
<TOTAL-LIABILITY-AND-EQUITY> 35,364
<SALES> 0
<TOTAL-REVENUES> 2,332
<CGS> 0
<TOTAL-COSTS> 217
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 495
<INCOME-PRETAX> 1,424
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,424
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,424
<EPS-PRIMARY> .22
<EPS-DILUTED> .22
</TABLE>
