SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8965
PRUDENTIAL REALTY TRUST
(Exact name of Registrant as specified in its charter)
Massachusetts 22-6400284
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Prudential Plaza, Newark, New Jersey 07102-3777
(Address of principal executive offices) (Zip code)
201-802-4302
(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
The number of shares outstanding as of May 18, 1995 was 11,135,000 Income
Shares of Beneficial Interest ($.Ol par value, $8.00 stated value) and
11,135,000 Capital Shares of Beneficial Interest ($.Ol par value).
<PAGE>
PRUDENTIAL REALTY TRUST
(Registrant)
INDEX
Part I - Financial Information Page
Item 1. Financial Statements (Unaudited)
Balance Sheets - March 31, 1995
and December 31, 1994 3
Statements of Operations - Three months ended
March 31, 1995 and 1994 4
Statements of Cash Flows - Three months ended
March 31, 1995 and 1994 5
Notes to Financial Statements 6
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 a Vote of Security
Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 17
Signature 18
<PAGE>
<TABLE>
PRUDENTIAL REALTY TRUST
BALANCE SHEETS
(Unaudited)
March 31, December 31,
1995 1994
<S> <C> <C>
ASSETS
Real Estate owned (net of accumulated
depreciation and amortization and
impairment of $54,016,348 in 1995
and $52,954,244 in 1994) $70,668,383 $71,514,788
Cash and cash equivalents 2,450,118 2,253,075
Accounts receivable (net of allowance
for doubtful accounts of $7,349
in 1995 and $11,552 in 1994) 537,023 486,148
Prepaid expenses 137,912 83,333
Deferred rent receivables 2,446,285 2,366,718
Deferred financing costs (net of
accumulated amortization of $84,375
in 1995 and $75,000 in 1994) 65,625 75,000
TOTAL ASSETS $76,305,346 $76,779,062
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses (Note 4) $1,884,140 $2,376,430
Loans payable (Notes 3 and 7) 17,945,000 16,975,000
Due to advisor (Note 2) 247,789 276,108
Security deposits 397,981 403,443
Other liabilities 99,051 96,321
Total Liabilities 20,573,961 20,127,302
Income Shares ($.01 par value,$8.00 stated
value) 11,135,000 shares authorized,
issued and outstanding 89,080,000 89,080,000
Capital Shares ($.01 par value, 11,135,000
shares authorized, issued and outstanding 111,350 111,350
Paid-in-capital 12,879,052 12,879,052
Distributions in excess of
accumulated net income (46,339,017) (45,418,642)
Total Shareholders' Equity (Note 5) 55,731,385 56,651,760
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $76,305,346 $76,779,062
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PRUDENTIAL REALTY TRUST
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31,
1995 1994
<S> <C> <C>
REVENUES
Property revenue $3,156,505 $2,737,732
EXPENSES
Operating expenses 1,180,116 1,373,127
Depreciation and amortization 1,062,105 968,276
Total expenses from operations 2,242,221 2,341,403
Income from operations 914,284 396,329
Interest income 25,918 5,757
Interest expense 306,622 169,136
Portfolio management fee and
other expenses 551,805 379,107
NET INCOME (LOSS) $ 81,775 $ (146,157)
NET INCOME (LOSS)
PER INCOME SHARE $ 0.01 $ (0.01)
Number of shares of each
class outstanding 11,135,000 11,135,000
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PRUDENTIAL REALTY TRUST
STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Three Months Ended
March 31,
1995 1994
<S>
CASH FLOWS FROM OPERATING ACTIVITIES <C> <C>
Net Income (Loss) $ 81,775 $ (146,157)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 1,062,105 968,276
Net rental concessions earned (79,567) (66,661)
Changes in assets and liabilities:
(Increase)in accounts receivable,
prepaid expenses, and deferred
financing costs (96,079) (200,756)
(Decrease)Increase in accounts
payable and accrued expenses, due
to advisor, security deposits and
other liabilities (523,341) 298,178
Net cash provided by operating activities 444,893 852,880
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to real estate owned (215,700) (257,521)
Net cash used in investing activities (215,700) (257,521)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment on credit agreement (6,975,000) (4,331,000)
Drawdown on credit agreement 7,945,000 5,206,000
Distributions to Income Shareholders (1,002,150) (445,400)
Net cash (used in) provided by
financing activities (32,150) 429,600
Net increase in cash and cash equivalents 197,043 1,024,959
Cash and Cash equivalents-Beginning of period 2,253,075 516,908
Cash and Cash equivalents-End of Period $2,450,118 $1,541,867
Supplemental information:
Interest paid $ 257,425 $ 153,741
Taxes paid, state and local $ 25,000 $ 24,579
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
PRUDENTIAL REALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 1995
NOTE 1 - SUMMARY TRUST DESCRIPTION AND BASIS OF FINANCIAL
STATEMENT PREPARATION
Prudential Realty Trust, a Massachusetts business trust (the
"Trust"), was formed pursuant to a Declaration of Trust dated
June 19, 1985. The Trust anticipates that it will qualify as a
real estate investment trust under the Internal Revenue Code of
1986, as amended (the "Code"), for the period ended March 31,
1995. The Trust has become aware that in years prior to 1993 it
did not follow a procedural requirement of the Code and
regulations thereunder regarding requesting and retaining certain
information from large shareholders. As a result, the status of
the trust as a real estate investment trust in years prior to
1993 is uncertain even though the Trust believes that the
substantive requirements of the Code were satisfied. The
Prudential Realty Advisors, Inc. (the "Advisor") has agreed to
indemnify the Trust against any resulting taxes and related costs
the Trust may incur. Accordingly, the Trust does not believe
that there will be any adverse effect on its results of
operations or financial condition.
Since the Trust intends to distribute all of its net taxable
income to its shareholders, no provision has been made for
federal income taxes. The Trust pays applicable state and local
taxes.
The Trust is nearing its originally scheduled liquidation period.
This fact, combined with the recent flurry of investor activity
in real estate markets, the Trust's favorable occupancy rates,
and the well maintained condition of the Trust's properties,
caused the Trustees to engage the firm of J.P. Morgan Securities,
Inc. to solicit bids for the Trust's assets. Since alignment of
these conditions could easily change in the future, if acceptable
bids are received, the Trust may be liquidated in the current
year. However, the Trustees have not yet adopted a formal plan
of liquidation.
<PAGE>
PRUDENTIAL REALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 1995
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions for Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 1995 are
not necessarily indicative of the results that may be expected
for the year ending December 31, 1995. For further information,
refer to the financial statements and notes thereto included in
the Trust's December 31, 1994, Annual Report on Form 10-K.
NOTE 2 - RELATED PARTY TRANSACTIONS
Transactions between the Trust and its affiliates for the three
months ended March 31, 1995 and 1994 are summarized below.
<TABLE>
Three Months Ended March 31,
1995 1994
<S> <C> <C>
Fees incurred for portfolio
management and other advisory
services, provided by the
Advisor $ 247,789 $ 222,759
Fees incurred for property
management, construction management
and leasing services, provided by
PREMISYS Real Estate Services, Inc. $ 129,529 $ 125,563
Rental revenue earned from space
leased to various affiliates of the
Advisor, excluding expense recoveries $ 351,583 $ 329,751
</TABLE>
Refer to Note 1, Summary Trust Description and Basis of Financial
Statement Preparation, regarding an indemnification the Advisor
has provided to the Trust.
<PAGE>
PRUDENTIAL REALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 1995
NOTE 3 - REVOLVING CREDIT AGREEMENT
The Trust has a $20,000,000 revolving Credit Agreement (the
"Agreement") with First Fidelity Bank, N.A. New Jersey. The
proceeds of the loan may be drawn upon as needed, and are used
for tenant alterations, leasing commissions and certain other
capital expenditures. The aggregate unpaid principal balance
will become due on August 28, 1997 or if the duration of the
Trust is extended, August 28, 1999. Individual loans may be
extended each year until the expiration of the Agreement.
Interest accrues at an annual rate of either the bank's base
rate, the LIBOR rate plus 1%, or the bank's Certificate of
Deposit rate plus 1%. The Trust determines the interest rate
option at the inception of each loan. As of March 31, 1995,
$2,055,000 was available under the Agreement.
At March 31, 1995, fourteen credit notes totalling $17,945,000
were outstanding under this Agreement, all due in 1995. The
weighted average interest rate at March 31, 1995 and December 31,
1994 was 6.83% and 6.23% respectively.
In connection with this Agreement, the Trust must comply with
certain financial covenants and other restrictive provisions
related to net worth, total debt and debt service. The Trust
must show, each quarter, Minimum Tangible Net Worth, as defined
in the declaration of Trust, to be greater than or equal to three
times the aggregate value of the loans outstanding. The Trust
must also show, each quarter, Distributable Cash of not less than
12.5% of the loans outstanding at the end of the quarter. At
March 31, 1995, the Trust was in compliance with all financial
covenants under the loan agreement.
<PAGE>
PRUDENTIAL REALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 1995
NOTE 4 - ENVIRONMENTAL REMEDIATION LIABILITY
In December 1994, the Trust became aware of soil contamination at
one of its smaller Park 100 properties in Indianapolis, Indiana.
The contamination involved an underground storage tank. Based on
information available at that time, the Trust recorded a loss
contingency of $100,000 in Park 100's operating expenses for the
year ended December 31, 1994. The Trust has since completed
remediation proceedings and removed all contaminated soil from
the site. No further loss contingencies have been recorded in
1995. The Trust is not aware of any other potential environ-
mental liabilities at any of its other properties.
NOTE 5 - SHAREHOLDERS' EQUITY
Shareholders' equity includes distributions in excess of
accumulated net income of $46,339,017 at March 31, 1995. The net
decrease in equity of $920,375 from December 31, 1994 is the
result of cash dividends totalling $1,002,150 paid on March 1,
1995, and net income for the three months ended March 31, 1995 of
$81,775.
NOTE 6 - ENGAGEMENT OF INVESTMENT BANKER
In January 1995, J.P. Morgan Securities, Inc. recommended that
the Trustees proceed to solicit bids for the shares of the Trust
or its assets, in the form of cash and/or stock. On February 9,
1995, the Board of Trustees accepted J.P. Morgan's and the
Advisor's recommendation and the Trustees approved the engagement
of J.P. Morgan to solicit bids for the Trust assets.
At such time that the Trustees adopt a plan to liquidate the
assets of the Trust, the accounting principles of the Trust will
change to a liquidation basis with the principal effect being
that real estate owned and all other assets will be carried at
net realizable value. This method considers the cost to dispose
of the net assets including selling commissions, expenses and
additional taxes related to the sale.
<PAGE>
PRUDENTIAL REALTY TRUST
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 1995
NOTE 7 - EVENTS SUBSEQUENT TO MARCH 31, 1995
In April 1995, two stockholders of the Trust commenced a lawsuit
in the Massachusetts Probate Court against the Trust and all
Trustees, seeking to have the Trustees removed for allegedly
engaging in "a pattern of conduct" to waste the Trust's assets by
liquidating the Trust and paying high advisory fees.
Subsequently, the same two stockholders filed another suit, in
the Massachusetts Superior Court, making virtually the same
allegations of breach of fiduciary duty by the Trustees and
asking for treble damages.
In the opinion of the Trust's management, the factual basis for
the two lawsuits is incorrect and all of the claims asserted are
lacking in merit.
On April 21, 1995, the Trust repaid $8,945,000 of the revolving
credit notes outstanding at March 31, 1995, with interest of
$306,426 on the entire balance outstanding under the Agreement.
The Trust concurrently borrowed $9,144,000 under the Agreement as
follows:
Annual
Interest
Due Date Rate Amount
4/13/95 6.80% $2,000,000
4/13/95 6.80 1,000,000
4/13/95 6.80 1,829,000
4/18/95 6.65 4,116,000
4/18/95 6.65 199,000
On May 4, 1995 the Board of Trustees declared a dividend of $0.09
per Income Share which will be paid on June 1, 1995, to Income
Shareholders of record on May 18, 1995.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(a) Liquidity and Capital Resources
The Trust's cash and cash equivalents totalled $2,450,118 at
March 31, 1995, an increase of $197,043 over the December 31,
1994 balance of $2,253,075. The Trust's primary sources of funds
are (i) cash provided by operations set aside at the discretion
of the Trustees subject to certain constraints set forth in the
Declaration of Trust and (ii) a $20,000,000 revolving Credit
Agreement with First Fidelity Bank, N.A. New Jersey (the "Credit
Agreement"). As of March 31, 1995 and December 31, 1994, the
Trust had loans outstanding of $17,945,000 and $16,975,000,
respectively, under the Credit Agreement, an increase of $970,000
(5.7%). The increase is due to drawdowns made to replenish
operating cash utilized for tenant alterations and leasing
commissions in the fourth quarter of 1994.
The Trust's policy is to fund tenant alterations and leasing
commissions utilizing the Credit Agreement (see notes 3 and 7 to
the financial statements). Other capital expenditures are
reviewed, and at the discretion of the Trustees, may be funded
entirely from property operations or financed, totally or in-
part, under the Credit Agreement. Capital expenditures for the
three months ended March 31, 1995, totalled $215,700, including
$198,809 for tenant alterations and leasing commissions financed
under the Credit Agreement.
Capital expenditures planned for the remainder of 1995, excluding
tenant alterations and leasing commissions, approximate $359,000
and include $297,000 for land and building improvements at Park
100, and $42,000 for building improvements at Huntington Business
Campus and $20,000 for land improvements at Maple Plaza. Funds
generated by property operations have been earmarked for these
expenditures.
Tenant alterations and leasing commissions qualifying for
financing, are projected to be approximately $1,523,000 for the
remainder of 1995. The Trust intends to finance these in
accordance with its policy. Of the total, approximately $640,000
is projected for Huntington Business Campus, $543,000 is
projected for Maple Plaza, and $340,000 is projected for Park
100. The actual amount of such expenditures will depend on the
number of new leases, the needs of the particular tenants, and
the timing of lease executions.
<PAGE>
Cash provided by operating activities for the three months ended
March 31, 1995 was $444,893. This was $407,987 (47.8%) less than
the $852,880 for the corresponding period of 1994. This was
primarily due to the payment of liabilities related to capital
expenditures that were accrued in 1994.
During the three months ended March 31, 1995, the Trust paid cash
dividends totalling $1,002,150 ($0.09 per income share). This
amount represents distributable cash generated from fourth
quarter 1994 operations. This is a 125% increase from dividends
totalling $445,400 ($0.04 per income share) paid during the first
three months of 1994. The increase is primarily due to higher
income before depreciation and amortization in 1994.
It is the intent of the Trust to continue to distribute on an
annual basis all of the Distributable Cash generated from
operations and to comply with Sections 856 through 860 of the
Internal Revenue Code.
The Trust is nearing its originally scheduled liquidation period.
This fact, combined with the recent flurry of investor activity
in real estate markets, the Trust's favorable occupancy rates,
and the well maintained condition of the Trust's properties,
caused the Trustees to engage the firm of J.P. Morgan Securities,
Inc. to solicit bids for the Trust's assets. Since alignment of
these conditions could easily change in the future, if acceptable
bids are received, the Trust may be liquidated in the current
year. However, the Trustees have not yet adopted a formal plan
of liquidation.
If the Trust's properties were sold for their appraised values at
December 31, 1994, the estimated pro forma cash distribution per
share on the Income Shares would have been $4.72. There would
have been no available distribution to the Capital Shares. No
assurance can be given that the properties can be sold for their
appraised values. The Trust's Annual Report on Form 10-K for the
year ended December 31, 1994 describes this calculation in
greater detail.
Management anticipates that ongoing operations and the Credit
Agreement will satisfy the Trust's liquidity needs through 1996.
Loans under the Credit Agreement mature annually, but each may be
extended for additional periods until the agreement expires.
Management anticipates continuing to extend the maturity of
outstanding loans under this agreement.
<PAGE>
(b) Results of Operations
Year-to-date 1995 as compared with year-to-date 1994
Income from property operations before depreciation and amort-
ization for the three months ended March 31, 1995, was
$1,976,389. This was an increase of $611,784 (45%) from
$1,364,605 for the corresponding period of 1994. Property
revenues increased $418,773 (15.3%) to $3,156,505 for the first
three months of 1995 from $2,737,732 for the corresponding period
of 1994 primarily due to increased occupancy at Maple Plaza and
Huntington Business Campus.
Property operating expenses decreased $193,011 (14.1%) for the
first quarter of 1995 as compared to the corresponding period of
1994. The increase was caused primarily by lower snow removal
costs at Maple Plaza.
As more fully discussed in Note 4 to the Financial Statements,
environmental remediation proceedings at one of the Trust's Park
100 properties were completed during the first quarter. The
Trust had accrued $100,000 to cover the cost of the proceedings
in the 12/31/94 financial statements; no further accruals are
deemed necessary at this time.
Depreciation and amortization expense for the three months ended
March 31, 1995 increased $93,829 (9.7%) from the corresponding
period of 1994. This increase was due to depreciation on capital
expenditures made during 1994.
Interest income for the three months ended March 31, 1995
increased $20,161 (350%) from the corresponding period of 1994.
This was the result of increased balances invested and higher
interest rates.
Interest expense for the three months ended March 31, 1995
increased $137,486 (81.3%) from the corresponding period of 1994.
This was the result of higher outstanding balances under the
Agreement, and higher interest rates.
<PAGE>
Portfolio management fee and other expenses for the three months
ended March 31, 1995 increased $172,698 (45.5%) from the
corresponding period of 1994. This increase was due to
investment banking fees related to the J.P. Morgan Securities,
Inc. engagement, higher legal fees related to the evaluation of
the Trust's liquidation options and other shareholder related
actions, and an increase in the market value of the properties.
Property leasing activity
As of March 31, 1995 and December 31, 1994, Maple Plaza was 97%
leased. No leases are scheduled to expire during 1995.
As of March 31, 1995 and December 31, 1994, the Huntington
Business Campus was 100% leased. However, AT&T will be vacating
approximately 40,000 square feet in 1995, which will result in
74% occupancy. The Trust is currently in negotiations with
prospective tenants. No other leases are scheduled to expire
during 1995.
As of March 31, 1995, Park 100 was 92% leased, as compared to 93%
as of December 31, 1994. During the quarter ended March 31,
1995, the Trust signed five leases totalling 16,200 square feet
(1.2% of Park 100), and three leases totalling 7,200 square feet
(0.5% of Park 100) expired. During the remainder of 1995, an
additional 26 leases, covering approximately 264,600 square feet
(19% of Park 100), are scheduled to expire. The Trust is
marketing the space and is discussing renewal terms with its
current tenants.
There were no other changes in significant tenants, the principal
businesses of those tenants, or occupations or professions
carried on in any of the Trust's properties during the three
months ended March 31, 1995.
The current conditions in the office markets that the properties
are located in continue to improve. Although rental rates on new
leases have not increased significantly, leasing activity has
increased and rental concessions to attract new tenants have been
reduced. As a result, the Trust's results of operations and
distributable cash for the period ended March 31, 1995 are higher
than for the corresponding period in 1994. Full year results of
operations and distributable cash for 1995 should also be greater
than 1994 due to increased occupancy.
<PAGE>
Reconciliation of Net Income (Loss) to Distributable Cash
Management believes that the following table is useful in
understanding the sources of the dividends available to Income
Shareholders and potential investors and assessing the cash flows
from the Trust.
<TABLE>
Three Months
Ended
March 31,
1995 1994
<S> <C> <C>
Net income (loss) $ 81,775 $ (146,157)
Depreciation and
amortization 1,062,105 968,276
Provision for doubtful
accounts, net of write-offs (4,202) 151
Net rental concessions earned (79,567) (66,661)
(Increase) in cash reserve (57,961) (198,859)
Distributable Cash $1,002,150 $ 556,750
Distributable Cash
per Income share $ 0.09 $ 0.05
<PAGE>
PART II
Item 1. Legal Proceedinqs
On April 5, 1995, Richard Osborne, a stockholder of the Trust,
commenced a lawsuit in the Massachusetts Probate Court against
the Trust and all Trustees, seeking to have the Trustees removed
for allegedly engaging in "a pattern of conduct" to waste the
Trust's assets by liquidating the Trust and paying high advisory
fees. On April 14, 1995, Mr. Osborne and another filed another
suit, in the Massachusetts Superior Court, making virtually the
same allegations of breach of fiduciary duty by the Trustees and
asking for treble damages.
In the opinion of the Trust's management, the factual basis for
the two lawsuits is incorrect and all of the claims asserted are
lacking in merit.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
On February 15, 1995, the Trust filed a Form 8-K to report the
Trust's fourth quarter dividend and earnings, the approved
engagement of J.P. Morgan Securities, Inc. to begin to solicit
bids for the Shares of the Trust or its assets, in the form of
cash and/or stock, and the appraised value of the Trust's
properties as of December 31, 1994.
On April 25, 1995, the Trust filed a Form 8-K to report the legal
proceeding discussed in Part II, Item 1. above.
<PAGE>
S I G N A T U R E
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.
Prudential Realty Trust
Registrant
Date: May 9, 1995 By: /s/ James W. McCarthy
James W. McCarthy
Vice President,
Comptroller and
Principal Accounting
Officer
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Trust's Income Shareholders (Preferred-Mandatory) are entitled to all
Distributable Cash of the Trust and, at or prior to the termination of the
Trust, to redemption of such shares up to the stated value of $8.00. The
Trust's Capital Shareholders (Common) are entitled to Distributions only after
Distributions to the Income Shareholders.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 2450
<SECURITIES> 0
<RECEIVABLES> 544
<ALLOWANCES> 7
<INVENTORY> 0
<CURRENT-ASSETS> 5637
<PP&E> 124685
<DEPRECIATION> 54016
<TOTAL-ASSETS> 76305
<CURRENT-LIABILITIES> 20574
<BONDS> 0
<COMMON> 111
89080
0
<OTHER-SE> (33460)
<TOTAL-LIABILITY-AND-EQUITY> 76305
<SALES> 3156
<TOTAL-REVENUES> 3156
<CGS> 1180
<TOTAL-COSTS> 1180
<OTHER-EXPENSES> 552
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 307
<INCOME-PRETAX> 82
<INCOME-TAX> 0
<INCOME-CONTINUING> 82
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 82
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
