UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1996
Commission File No. 1-9029
______________________________
TRUMP'S CASTLE FUNDING, INC.
(Exact Name of Registrant as Specified in its Charter)
NEW JERSEY 11-2739203
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Castle Boulevard
Atlantic City, New Jersey 08401
(609) 340-5191
(Address, Including Zip Code and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
______________________________
TRUMP'S CASTLE ASSOCIATES
(Exact Name of Registrant as Specified in its Charter)
NEW JERSEY 22-2608486
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Castle Boulevard
Atlantic City, New Jersey 08401
(609) 340-5191
(Address, Including Zip Code and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
______________________________
(Continued on next page)
<PAGE>
(Continued from previous page)
Indicate by checkmark whether the Registrants (1) have 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) have been subject to such filing requirements for the past 90
days.
Yes X No
_____ _____
Indicate by checkmark whether the Registrants have filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes X No
_____ _____
Trump's Castle Funding, Inc. meets the conditions set forth in General
Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this
form with the reduced disclosure format.
As of May 10, 1996, there were 200 shares of Trump's Castle Funding,
Inc.'s common stock outstanding.
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<PAGE>
TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY
INDEX TO FORM 10-Q
Page
Number
PART I -- FINANCIAL INFORMATION
Item 1 -- Financial Statements
Consolidated Balance Sheets of Trump's Castle
Associates and Subsidiary as of March 31,
1996 (unaudited) and December 31, 1995 4
Consolidated Statements of Operations of Trump's
Castle Associates and Subsidiary for the three
month periods ended March 31, 1996 and 1995
(unaudited) 5
Consolidated Statement of Partners' Capital/Deficit
of Trump's Castle Associates and Subsidiary for
the three months ended March 31, 1996 (unaudited) 6
Consolidated Statements of Cash Flows for Trump's
Castle Associates and Subsidiary for the three
months Ended March 31, 1996 and 1995
(unaudited) 7
Notes to Consolidated Financial Statements 8
Item 2 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
PART II -- OTHER INFORMATION
Item 1 -- Legal Proceedings 16
Item 2 -- Changes in Securities 16
Item 3 -- Defaults Upon Senior Securities 16
Item 4 -- Submission of Matters to Vote of Security Holders 16
Item 5 -- Other Information 16
Item 6 -- Exhibits and Reports on Form 8-K 16
Signatures 17
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<PAGE>
TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
March 31, December 31,
ASSETS 1996 1995
CURRENT ASSETS:
Cash and cash equivalents $22,342 $21,038
Receivables, net 8,246 10,259
Due from affiliates, net 1,261 1,146
Inventories 1,529 1,567
Other current assets 5,887 4,961
________ ________
Total current assets 39,265 38,971
________ ________
PROPERTY AND EQUIPMENT 320,553 322,115
________ ________
OTHER ASSETS 9,953 9,495
Total assets $369,771 $370,581
======== ========
LIABILITIES AND PARTNERS' CAPITAL/DEFICIT
CURRENT LIABILITIES:
Current maturities-other borrowings $2,775 $2,903
Accounts payable and accrued expenses 29,142 31,108
Accrued interest payable 12,273 4,391
________ ________
Total current liabilities 44,190 38,402
MORTGAGE NOTES, due 2003 207,160 206,569
(Net of unamortized discount of
$34,981 and $35,572, respectively)
PIK NOTES, due 2005 54,165 54,110
(Net of unamortized discount of
$7,695 and $7,750, respectively)
OTHER BORROWINGS 61,789 62,336
OTHER LONG TERM LIABILITIES 5,464 3,351
________ ________
Total liabilities 372,768 364,768
________ ________
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL/DEFICIT (2,997) 5,813
________ ________
Total liabilities and capital $369,771 $370,581
======== ========
The accompanying notes to consolidated financial statements are
an integral part of these consolidated balance sheets.
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<PAGE>
TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In Thousands)
For the Three Months
Ended March 31,
____________________
1996 1995
____ ____
REVENUES:
Gaming $64,189 $60,220
Rooms 4,166 3,998
Food and beverage 7,280 6,056
Other 1,352 1,600
_______ _______
Gross Revenues 76,987 71,874
Less-Promotional allowances 9,096 6,433
_______ _______
Net Revenues 67,891 65,441
COSTS AND EXPENSES:
Gaming 40,387 35,827
Rooms 322 634
Food and beverage 2,031 2,783
General and administrative 18,456 17,899
Depreciation and amortization 3,838 3,536
_______ _______
Total costs and expenses 65,034 60,679
_______ _______
Income From Operations 2,857 4,762
INTEREST INCOME 93 154
INTEREST EXPENSE (11,760) (11,167)
________ ________
Net Loss ($8,810) ($6,251)
======== ========
The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.
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<PAGE>
TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL/DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(unaudited)
(In Thousands)
Partners' Partners'
Capital Deficit Total
__________ ___________ _________
Balance at December 31, 1995 $73,395 ($67,582) $5,813
Net Loss -- (8,810) (8,810)
_______ _________ ________
Balance at March 31, 1996 $73,395 ($76,392) ($2,997)
======= ========= ========
The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.
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<PAGE>
TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(In Thousands)
For the Three Months
Ended March 31,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($8,810) ($6,251)
Adjustments to reconcile net loss to net cash
flows provided by operating activities
Noncash charges-
Depreciation and amortization 3,838 3,536
Accretion of bond discount 646 578
Provision for losses on receivables 312 238
Valuation allowance - CRDA investments 287 345
_______ _______
(3,727) (1,554)
Decrease in receivables 1,586 2,130
Decrease in inventories 38 139
Increase in other current assets (1,016) (490)
Decrease in other assets 26 66
Increase in current liabilities 5,916 3,274
Increase in other liabilities 2,113 1,853
_______ _______
Net cash flows provided by operating activities 4,936 5,418
_______ _______
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of property and equipment, net (2,276) (1,359)
Purchase of CRDA investments (681) (600)
_______ _______
Net cash flows used in investing activities (2,957) (1,959)
_______ _______
CASH FLOWS USED IN FINANCING ACTIVITIES:
Repayment of other borrowings (675) -
_______ _______
Net cash flows provided by investing activities (675) -
Net increase in cash and cash equivalents 1,304 3,459
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 21,038 19,122
_______ _______
CASH AND CASH EQUIVALENTS
AT MARCH 31 $22,342 $22,581
======= =======
SUPPLEMENTAL INFORMATION:
Cash paid for interest $1,482 $855
======= =======
The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.
-7-
<PAGE>
TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Organization and Operations
The accompanying consolidated financial statements include
those of Trump's Castle Associates, a New Jersey general
partnership (the "Partnership") and its wholly owned subsidiary,
Trump's Castle Funding, Inc., a New Jersey corporation
("Funding").
The Partnership owns and operates Trump's Castle Casino
Resort, a luxury casino hotel located in the Marina District of
Atlantic City, New Jersey.
The accompanying consolidated financial statements have been
prepared by the Partnership without audit. In the opinion of the
Partnership, all adjustments, consisting of only normal recurring
adjustments necessary to present fairly the financial position,
results of operations and cash flows for the periods presented
have been made. All significant intercompany balances and
transactions have been eliminated in the consolidated financial
statements.
The accompanying consolidated financial statements have
been prepared by the Partnership pursuant to the rules and
regulations of the Securities and Exchange Commission.
Accordingly, certain information and note disclosures normally
included in the financial statements prepared in conformity with
generally accepted accounting principles have been omitted.
These financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included
in the annual report on Form 10-K for the year ended December 31,
1995 filed with the Securities and Exchange Commission by the
Partnership and Funding. Certain reclassifications have been made
to conform prior year financial information with the current year
presentation.
The results of operations for the three month period ending
March 31, 1996 are not necessarily indicative of the operating
results to be attained for any other period.
(2) PIK Notes and Other Borrowings
During 1995, the Partnership entered into an Option Agreement
with Hamilton Partners, L.P. ("Hamilton") which grants the
Partnership an option (the "Option") to acquire the Increasing
Rate Subordinated Pay-in-Kind Notes due 2005 (the "PIK Notes")
owned by Hamilton. Hamilton has represented to the Partnership
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<PAGE>
that it is the owner of at least 92% of the outstanding principal
amount of the PIK Notes. The Option was granted to the
Partnership in consideration of $1.5 million of aggregate payments
to Hamilton. The Option is exercisable at a price equal to 60% of
the aggregate principal amount and accrued interest of the PIK
Notes delivered by Hamilton. Pursuant to the terms of the Option
Agreement, upon the occurrence of certain events within 18 months
of the time the Option is exercised, the Partnership is required
to make an additional payment to Hamilton of up to 40% of the
principal amount of the PIK Notes. Subsequent to March 31, 1996,
the Option was extended to May 20, 1996, and may be further
extended to June 21, 1996.
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<PAGE>
(3) Financial Information of Funding
Financial information relating to Funding is as follows
(in thousands):
March 31, December 31,
1996 1995
________ ________
Total Assets (including Mortgage $288,325 $287,679
Notes Receivable $242,141, net ======== ========
of unamortized discount of
$34,981 and $35,572 at March
31, 1996 and December 31, 1995,
PIK Notes Receivable of $61,860,
net of unamortized discount of
$7,695 at March 31, 1996 and
$7,750 at December 31, 1995,
and Senior Notes Receivable of
$27,000 at March 31, 1996 and
December 31, 1995.)
Total Liabilities and Capital $288,325 $287,679
(including Mortgage Notes ======== ========
Payable of $242,141, net of
unamortized discount of
$34,981 and $35,572 at March
31, 1996 and December 31,
1995, PIK Notes Payable of
$61,860, net of unamortized
discount of $7,695, at March
31, 1996 and $7,750 at
December 31, 1995 and Senior
Notes Payable of $27,000
at March 31, 1996 and December
31, 1995.)
For the Three Months
Ended March 31,
________________________
1996 1995
________ ________
Interest Income $ 10,648 $ 10,292
Interest Expense 10,648 10,292
________ ________
Net Income $ - $ -
======== ========
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The financial information presented below reflects the
financial condition and results of operations of Trump's Castle
Associates (the "Partnership"). Trump's Castle Funding, Inc.
(" Funding") is a wholly-owned subsidiary of the Partnership and
conducts no business other than collecting amounts due under
certain intercompany notes from the Partnership for the purpose of
paying principal of, premium, if any, and interest on its
indebtedness, which Funding issued as a nominee for the
Partnership.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,
1996 AND 1995. The Partnership's net revenues (gross revenues
less promotional allowances) for the three months ended March
31, 1996 and 1995 were approximately $67.9 million and $65.4
million, respectively. The Partnership believes that the $2.5
million (3.7%) increase is the result of aggressive marketing
programs and special events which were introduced by Management
during the prior fiscal year as well as a continuing emphasis on
providing superior customer service.
Gaming revenues provide the majority of the Partnership's
revenues and primarily consist of slot machine and table games
win.
Slot machine win was approximately $46.2 million and $43.8
million (an increase of approximately $2.4 million or 5.5%) for
the three months ended March 31, 1996 and 1995, respectively. The
total dollar amount wagered by customers on slot machines
increased by approximately $63.6 million (13.0%) to $551.5 million
for the three months ended March 31, 1996 from $487.9 million for
the three months ended March 31, 1995. This increase in slot
volume was partially offset by a decrease in the slot win
percentage (slot win as a percentage of dollars wagered on slot
machines) to 8.4% for the three months ended March 31, 1996 from
9.0% for the three months ended March 31, 1995. This win
percentage decrease was primarily due to an increased volume of
customer play on lower denomination slot machines which,
traditionally, have a lower slot win percentage.
Table game win was approximately $18.0 million and $16.4
million (an increase of $1.6 million or 9.8%) for the three months
ended March 31, 1996 and 1995, respectively. The total dollar
amount wagered by customers on table games increased by
approximately $15.1 million (14.9%) to $116.2 million for the
three months ended March 31, 1996 from $101.1 for the three months
ended March 31, 1995. These increases were partially offset by a
decrease in the table game win percentage (table game win as a
percentage of dollars wagered on table games) to 15.0% for the
three months ended March 31, 1996 from 15.5% for the three months
ended March 31, 1995. The table game win percentage is outside
the control of the Partnership, and although it is fairly constant
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<PAGE>
over the long-term, it can vary significantly from period to
period, due in part to the play of certain premium patrons who
tend to wager substantial dollar amounts on table games.
For the three months ended March 31, 1996 and 1995, credit
extended to the table games customers was approximately 29.3% and
26.2% of overall table play, respectively. This relatively high
level of credit play continues a trend which started in the last
fiscal year and is the result of an increased level of play by
individuals who wager relatively large sums. These premium
patrons tend to use a higher percentage of credit when they wager.
Nongaming revenues, in the aggregate, increased by
approximately $1.1 million (9.4%) to $12.8 million for the three
months ended March 31, 1996 from $11.7 million for the three
months ended March 31, 1995, primarily as the result of rooms
revenue (an approximate $168,000 increase) and food and beverage
revenue (an approximate $1.2 million increase) activity. During
the current year, marketing programs designed to increase gaming
revenues caused an increase in complimentary rooms and food and
beverage revenues (an approximate $2.6 million increase) as
compared to the prior year.
Promotional allowances increased by approximately $2.7
million (41.4%) to $9.1 million for the three months ended
March 31, 1996 from $6.4 million for the three months ended
March 31, 1995. As discussed above, marketing programs which were
introduced during the latter part of the prior fiscal year
designed to increase gaming revenues caused an increase in
complimentary rooms and food and beverage activity as compared to
the prior year.
Gaming costs and expenses increased by approximately $4.6
million (12.7%) to $40.4 million for the three months ended
March 31, 1996 from $35.8 million for the three months ended
March 31, 1995. This increase is primarily the result of an
increase in promotional coupon costs as well as increased direct
marketing and advertising costs associated with the new marketing
programs and special events introduced to stimulate gaming
revenues.
Rooms and food and beverage costs and expenses for the three
months ended March 31, 1996 and 1995 decreased approximately $1.1
million (31.1%). This decrease is primarily due to the increased
level of complimentary food, beverage and hotel services provided
to patrons. The costs of such complimentaries have been included
in gaming costs and expenses.
Interest expense increased approximately $600,000 (5.3%) to
$11.8 million for the three months ended March 31, 1996 from $11.2
million for the three months ended March 31, 1995. This increase
is the result of an increase in the outstanding principal related
to the PIK Notes (as defined below) as well as an increase in the
interest rate related to the Term Loan (as defined below).
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<PAGE>
LIQUIDITY AND CAPITAL RESOURCES. Cash flow from operating
activities is the Partnership's principal source of liquidity.
For the quarter ended March 31, 1996, the Partnership's net cash
flow provided by operating activities before cash debt service
obligations was $6.7 million and cash debt service was $1.8
million, resulting in net cash provided by operating activities of
$4.9 million.
In addition to cash needs to fund the day-to-day operations
of Trump's Castle, the Partnership's principal uses of cash are
capital expenditures and debt service.
Total capital expenditures for 1996 are anticipated to be
$9.0 million and principally consist of (i) the purchase of slot
machines, (ii) renovations to guest rooms and the hotel tower, and
(iii) the construction of two new player clubs. Management
believes that these levels of capital expenditures are sufficient
to maintain the attractiveness of Trump's Castle and the
aesthetics of its hotel rooms and other public areas. Capital
expenditures of $2.3 million were incurred during the first
quarter of 1996 primarily for the previously mentioned projects.
The Partnership's debt consists primarily of (i) a loan
with Midlantic National Bank (the "Term Loan"), (ii) the 11-1/2%
Senior Notes due 2000 (the "Senior Notes"), (iii) the 11-3/4%
Mortgage Notes due 2003 (the "Mortgage Notes"), and (iv) the
Increasing Rate Subordinated Pay-in-Kind Notes due 2005 (the "PIK
Notes").
The Term Loan bears interest at the prime rate plus 3%,
currently 11-1/4%, and requires amortized monthly principal
payments of approximately $158,000. The Term Loan matures on May
28, 2000.
The Senior Notes have an outstanding principal amount of
$27 million, and bear interest at the rate of 11-1/2% per annum
(which may be reduced to 11-1/4% upon the occurrence of certain
events). The Senior Notes mature on November 15, 2000, and are
subject to a sinking fund which requires the retirement of 15% of
the Senior Notes on each November 15, 1998 and 1999.
The Mortgage Notes have an outstanding principal amount of
approximately $242 million, bear interest at the rate of 11-3/4%
per annum (which may be reduced to 11-1/2% upon the occurrence of
certain events), and mature on November 15, 2003.
The PIK Notes have an outstanding principal amount of
approximately $61.9 million and mature on November 15, 2005.
Interest is currently payable semi-annually at the rate of
13-7/8%. On or prior to November 15, 2003, interest on the PIK
Notes may be paid in cash or through the issuance of additional
PIK Notes. The Partnership anticipates that during 1996 interest
on the PIK Notes (of approximately $8.9 million) will be paid
through the issuance of additional PIK Notes.
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<PAGE>
During 1995, the Partnership entered into an Option Agreement
with Hamilton Partners, L.P. ("Hamilton") which grants the
Partnership an option (the "Option") to acquire the PIK Notes
owned by Hamilton. Hamilton has represented to the Partnership
that it is the owner of at least 92% of the outstanding principal
amount of the PIK Notes. The Option was granted to the
Partnership in consideration of $1.5 million of aggregate payments
to Hamilton. The Option is exercisable at a price equal to 60% of
the aggregate principal amount and accrued interest of the PIK
Notes delivered by Hamilton. Pursuant to the terms of the Option
Agreement, upon the occurrence of certain events within 18 months
of the time the Option is exercised, the Partnership is required
to make an additional payment to Hamilton of up to 40% of the
principal amount of the PIK Notes. Subsequent to March 31, 1996,
the Option was extended to May 20, 1996, and may be further
extended to June 21, 1996.
The Partnership's cash debt service requirement was
approximately $1.8 million during the first quarter of 1996 and
the Partnership anticipates that approximately $36.8 million in
cash will be required during the remainder of 1996 to meet its
debt service obligations.
Management believes, based upon its current level of
operations, that although the Partnership is highly leveraged, it
will continue to have the ability to pay interest on its
indebtedness and to pay other liabilities with funds from
operations for the foreseeable future. However, there can be no
assurance to that effect, as the Partnership's operating results
are subject to numerous factors outside its control, including,
without limitation, competition from within the Atlantic City
market, from other gaming jurisdictions, and from the other Trump
Casinos; general economic conditions; weather and its effect on
the ability of patrons to travel to Atlantic City; and the slot
machine and table game win percentages, which can vary
significantly over a short-term time period. In the event that
circumstances change, the Partnership may seek to obtain a working
capital facility of up to $10 million, although there can be no
assurance that such financing will be available on terms
acceptable to the Partnership.
The ability of Funding and the Partnership to pay their
indebtedness when due, will depend on their ability to either
generate cash from operations sufficient for such purposes or to
refinance such indebtedness on or before the date on which it
becomes due. The Partnership does not currently anticipate being
able to generate sufficient cash flow from operations to repay a
substantial portion of the principal amounts of the Mortgage Notes
and the PIK Notes. Thus, the repayment of the principal amount of
this indebtedness will likely depend primarily upon the ability of
Funding and the Partnership to refinance this debt when due. The
future operating performance of the Partnership and the ability to
refinance this debt will be subject to the then prevailing
economic conditions, industry conditions, and numerous other
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<PAGE>
financial, business, and other factors, many of which are beyond
the control of Funding or the Partnership. There can be no
assurance that the future operating performance of the Partnership
will be sufficient to meet these repayment obligations or that the
general state of the economy, the status of the capital markets
generally, or the receptiveness of the capital markets to the
gaming industry will be conducive to refinancing this debt or
other attempts to raise capital.
-15-
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Partnership and certain affiliated entities are
involved in various legal proceedings. Reference is made
to the description contained in the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1995.
ITEM 2. CHANGES IN SECURITIES.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
None
-16-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrants have duly caused this Report
to be signed on their behalf by the undersigned thereunto duly
authorized.
TRUMP'S CASTLE FUNDING, INC.
By: /s/ Robert E. Schaffhauser
_____________________________
Robert E. Schaffhauser
Assistant Treasurer
(Duly Authorized Officer and
Chief Accounting Officer)
Date: May 10, 1996
TRUMP'S CASTLE ASSOCIATES
By: TC/GP, Inc.
Its: General Partner
By: /s/ Robert E. Schaffhauser
______________________________
Robert E. Schaffhauser
Assistant Treasurer
(Duly Authorized Officer and
Chief Accounting Officer)
Date: May 10, 1996
-17-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM TRUMP'S CASTLE
FUNDING, INC. AND TRUMP'S CASTLE ASSOCIATES. THIS DATA HAS BEEN EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF
OPERATIONS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1996 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000770618
<NAME> TRUMP'S CASTLE FUNDING, INC. AND TRUMP'S CASTLE ASSOCIATES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 22,342
<SECURITIES> 0
<RECEIVABLES> 9,507<F1>
<ALLOWANCES> 0
<INVENTORY> 1,529
<CURRENT-ASSETS> 5,887
<PP&E> 512,158
<DEPRECIATION> (191,605)
<TOTAL-ASSETS> 369,771
<CURRENT-LIABILITIES> 44,190
<BONDS> 261,325
0
0
<COMMON> 200
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 369,771
<SALES> 0
<TOTAL-REVENUES> 67,891
<CGS> 0
<TOTAL-COSTS> 61,196
<OTHER-EXPENSES> 3,838
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (11,760)
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,810)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>ASSET VALUES REPRESENT NET AMOUNTS
</FN>
</TABLE>
