<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended September 30,
1995, or
[ ] 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 0-14844
LORIMAR FILM PARTNERS L.P.
(Exact name of registrant as specified in its charter)
Delaware 95-3994360
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4000 Warner Blvd., Burbank, California 91522
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (818) 954-6000
N/A
(Former name, former address and former fiscal year, if changed since last
report.)
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
Indicate the number of shares outstanding of each of the issuer's class
of common stock, as of the latest practicable date.
Depositary Units of Limited Partnership Interest 33,854
Description of Class Units Outstanding as
of October 31, 1995<PAGE>
<PAGE>
LORIMAR FILM PARTNERS L.P.
INDEX
PART I. Financial Information
PAGE NO.
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
BALANCE SHEETS - September 30, 1995 and
December 31, 1994 3
STATEMENTS OF OPERATIONS - Three and nine months ended
September 30, 1995 and 1994 4
STATEMENT OF PARTNERS' CAPITAL - December 31, 1994
through September 30, 1995 4
STATEMENTS OF CASH FLOWS - Nine months ended
September 30, 1995 and 1994 5
NOTES TO FINANCIAL STATEMENTS 6-16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 17-20
PART II. Other Information
ITEM 1. LEGAL PROCEEDINGS 21-24
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 25
<PAGE>
PART I. FINANCIAL INFORMATION
LORIMAR FILM PARTNERS L.P.
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 1,217,928 1,366,210
Total current assets 1,217,928 1,366,210
Film costs, net 10,504,016 10,555,228
Total Assets $ 11,721,944 $ 11,921,438
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT):
Current Liabilities:
Amounts due Managing General Partner and affiliates $ 16,994,914 $ 15,993,325
Amounts due Co-General Partner 268,771 254,056
Accrued expenses 73,840 73,883
Total Current Liabilities 17,337,525 16,321,264
Total Liabilities 17,337,525 16,321,264
Commitments & Contingencies
Partners' Capital (Deficit):
Limited Partners (5,543,845) (4,936,006)
Managing General Partner 203,253 811,169
Co-General Partner (274,989) (274,989)
Total Partners' Capital (Deficit) (5,615,581) (4,399,826)
Total Liabilities and Partners' Capital (Deficit) $ 11,721,944 $ 11,921,438
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
LORIMAR FILM PARTNERS L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Film revenues $ 11,680 $ 18,376 $ 57,015 $ 164,317
Interest income 17,450 14,875 53,616 38,320
Total revenues 29,130 33,251 110,631 202,637
Expenses:
Amortization of film costs and
other direct costs 10,579 13,566 52,222 130,395
Interest expense 364,501 287,938 1,071,453 767,250
General and administrative 57,000 44,730 201,000 174,097
Management fees 350 552 1,711 4,931
Total expenses 432,430 346,786 1,326,386 1,076,673
Net loss $(403,300)$(313,535) $(1,215,755) $(874,036)
Allocation of Net Loss:
Limited Partners $(201,640)$(156,774) $ (607,839) $(437,113)
General Partners $(201,660)$(156,761) $ (607,916) $(436,923)
Net loss per unit of limited
partnership interest $ (5.96)$ (4.63) $ (17.95) $ (12.91)
</TABLE>
<PAGE>
STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
<TABLE>
<CAPTION>
LIMITED MANAGING
PARTNERS' LIMITED GENERAL CO-GENERAL
UNITS PARTNERS PARTNER PARTNER TOTAL
<S> <C> <C> <C> <C> <C>
Partners' capital (deficit)
December 31, 1994 33,854 $(4,936,006) $ 811,169 $(274,989) $(4,399,826)
Net loss 0 (607,839) (607,916) 0 (1,215,755)
Partners' capital (deficit)
September 30, 1995 33,854 $(5,543,845) $ 203,253 $(274,989) $(5,615,581)
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
LORIMAR FILM PARTNERS L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,215,755) $ (874,036)
Adjustments to reconcile net
loss to cash (used in) provided by operations:
Amortization of film costs 51,212 127,886
Changes in balance sheet accounts:
Amounts due Managing General Partner
and Affiliates 1,058,604 758,046
Accrued expenses (43) 21,903
Amounts due to Co-General Partner 14,715 1,331
Net cash (used in) provided by operations (91,267) 35,130
Cash flows from financing activities:
Repayments of borrowings from Managing
General Partner and affiliates (57,015) (164,317)
Change in cash (148,282) (129,187)
Cash and cash equivalents at beginning of period 1,366,210 1,500,901
Cash and cash equivalents at end of period $ 1,217,928 $ 1,371,714
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
LORIMAR FILM PARTNERS L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
Note 1. Organization:
Lorimar Film Partners L.P., a Delaware limited partnership ("the
Partnership"), was organized in October 1985. The Partnership is
engaged in the exploitation of four full-length theatrical motion
pictures that were acquired in 1986. The Partnership has not acquired
the rights to any additional films and has no plans or commitments to do
so at this time. Since June 26, 1992, Lorimar Motion Picture
Management, Inc., the Managing General Partner, has been a wholly-owned
subsidiary of Warner Communications Inc. ("WCI") as a result of the
merger of Lorimar Telepictures Corporation ("Lorimar") into WCI. On
June 30, 1992 WCI contributed certain of Lorimar's former assets
(excluding the stock of the Managing General Partner) to Time Warner
Entertainment Company, L.P., a limited partnership ("TWE"), of which WCI
is a general partner. All references in this quarterly report to
Lorimar for all periods prior to June 26, 1992 are intended to refer to
Lorimar, for the period from June 26, 1992 through June 30, 1992 are
intended to refer to WCI, and for all periods after June 30, 1992 are
intended to refer to TWE. WCI is a wholly-owned subsidiary of Time
Warner Inc. Prudential-Bache Properties, Inc., a wholly-owned
subsidiary of Prudential Securities Group Inc., is the Co-General
Partner. Any references made to Limited Partners within the
financial statements means the same as Unitholders.
Note 2. Summary of Significant Accounting Policies:
Basis of Presentation:
In the opinion of the Partnership's management, the
accompanying unaudited financial statements contain all adjustments
necessary to present fairly the Partnership's financial position as
of September 30, 1995, the results of its operations for the three and
nine month periods ended September 30, 1995 and 1994, and its cash flows
for the nine month periods ended September 30, 1995 and 1994. The
adjustments included in the accompanying unaudited financial statements
are of a normal recurring nature.
In recognition that the Partnership's assets were insufficient to
satisfy payment of its liabilities, the report of the independent
auditors issued in connection with the Partnership's financial
statements for the year ended December 31, 1994 contained a qualifying
paragraph regarding the substantial doubt of the ability of the
Partnership to continue as a going concern. The 1995 and 1994 financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
6
<PAGE>
The results of operations for the period ended September 30,
1995 are not necessarily indicative of the results that may be expected
for the full year. The accompanying unaudited financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information. For further information,
refer to the more detailed financial statements and related footnotes
thereto filed with the Partnership's Form 10-K report for the year ended
December 31, 1994.
Revenues and Film Costs:
The Partnership acquired four full-length, theatrical motion
pictures in 1986 for initial exhibition in domestic theaters followed by
distribution in the domestic home video, pay cable, basic cable,
broadcast network and syndicated television markets, as well as
applicable foreign markets. Generally, distribution to the theatrical,
home video and pay cable markets was completed within eighteen months of
initial release. Substantially all of the revenues recorded during the
nine month period ended September 30, 1995 resulted from domestic
syndicated television license agreements, which are recognized as
royalty statements are received from the distributor.
Film costs, which included costs to acquire the films and
deferred print and advertising costs, are stated at estimated net
realizable value determined on an individual film forecast basis.
The cost of each individual film is amortized based on the proportion
that current revenues from the film bear to an estimate of total
revenues anticipated from all markets. These estimates are revised
periodically and losses, if any, are provided in full.
Costs of the released feature films were allocated between current
and non-current assets based on the estimated future revenue from
their primary and secondary markets. The primary markets for feature
films are the theatrical, video and pay cable television markets; the
secondary markets are the network television, basic cable and domestic
and foreign syndication markets.
Based upon the Partnership's estimate of remaining ultimate
revenue, including proceeds under the Power guarantee (see Note 3), the
remaining unamortized balance of film costs will be completely amortized
by March 31, 1996. As of September 30, 1995, the net carrying value of
Power was $9,841,938, which is to be recouped by the end of January 1996
principally from receipt of the Power guarantee (see Note 3).
7
<PAGE>
Cash Equivalents:
The Partnership considers all highly liquid instruments purchased
with a maturity of three months or less to be cash equivalents.
Income Taxes:
No provision has been made for federal income taxes in the
accompanying financial statements since all income and losses will
be allocated to the partners for inclusion in their respective tax
returns.
Unitholders' Capital:
At September 30, 1995, the Unitholders had a deficit capital
account balance of $5,543,845. Under the Partnership Agreement and the
Delaware Revised Uniform Limited Partnership Act, the fact that the
Limited Partners have a deficit capital account balance does not impose
any liability upon the Unitholders.
Net loss per Depositary Unit of Limited Partnership Interest ("Unit"):
Net loss per Unit was computed by dividing the Limited Partners'
share of net loss by the number of Units outstanding during the period.
The number of Units was 33,854 for the periods ended September 30,
1995 and 1994.
Note 3. Transactions with General Partners and Affiliates:
The Partnership purchased the rights to four motion picture films
by paying the budgeted production costs of each film. All Partnership
films have been completed. The Partnership has reimbursed the Managing
General Partner and its affiliates for the budgeted production costs of
these films. Partnership funds were insufficient to pay the full
budgeted cost of acquiring The Morning After; therefore, the
Limited Partners' interest in that film was reduced in proportion to
their contribution with the balance provided by an additional capital
contribution by the Managing General Partner to the Partnership of
approximately $2,675,000. The Limited and Managing General Partners'
investment shares in The Morning After are 42.66% and 57.34%,
respectively. The Partnership's capital contributions have been fully
invested. Operating cash flows over the life of the Partnership's four
films have been insufficient to repay liabilities. There is no
intention to invest in additional films.
8
<PAGE>
The Partnership Agreement provides for allocations of net
income and distributions of 49.5% to the Limited Partners and 50.5% to
the General Partners, except with respect to The Morning After, for
which such allocations are 42.66% to the Limited Partners and 57.34% to
the Managing General Partner. Generally, net loss is allocated 50%
to the Limited Partners and 50% to the Managing General Partner.
In addition, the Partnership is obligated to the General Partners
for the following:
a. A management fee equal to 3% of the Partnership's share of gross
receipts.
b. Mandatory distributions that are payable to the partners to the
extent minimum guarantees are received in excess of estimated
general and administrative expenses and management fees.
c. Reimbursement of other costs and expenses.
With respect to Power, pursuant to a distribution agreement with
Lorimar Distribution International, Inc. ("LDI") for domestic
distribution rights (as amended, the "LDI Domestic Distribution
Agreement"), an affiliate of the Managing General Partner has agreed to
pay to the Partnership, on or before January 30, 1996, an amount
generally equal to the amount by which as of January 30, 1996 (I) the
sum of the Partnership's Acquisition Cost (as defined in said agreement)
and the Partnership's share of the Distribution Expenses (as defined in
said agreement) incurred in connection with the film exceeds (ii) the
Partnership's Gross Receipts (as defined in said agreement) from the
film (the "Power Guarantee"). For this purpose, Gross Receipts consists
of all sums actually received with respect to Power by the Partnership
pursuant to all applicable distribution agreements. Any payments
received by the Partnership with respect to the Power Guarantee will be
Partnership revenues to be used for Partnership purposes in accordance
with the Partnership Agreement. Accordingly, all amounts received under
the Power Guarantee will be used to satisfy obligations of the
Partnership including those due to affiliates of the Managing General
Partner.
Foreign distribution in all media and domestic home video
distribution of Partnership Films were originally licensed to LDI
pursuant to a distribution agreement with LDI (the "Foreign Distribution
Agreement") and Karl Lorimar Home Video, Inc. pursuant to a license
agreement (the "Home Video Agreement"), respectively, both affiliates of
the Managing General Partner. The licenses were for minimum guaranteed
payments equal to 30% and 20%, respectively, of the Partnership's
contribution to each film's budget or cost of production, whichever is
less. The foreign distribution and domestic home video distribution
arrangements were assigned to other affiliates of the Managing
General Partner in January 1989 and June 1988, respectively. As a
result of various transactions, the foreign distribution and domestic
home video distribution rights are now held by TWE. All minimum
guarantees related to foreign distribution and domestic home video
distribution have been recorded and received by the Partnership. Under
the Partnership Agreement, these minimum guarantees were required to be
distributed to the partners as mandatory distributions after deduction
for management fees and general and administrative expenses. All
mandatory distributions relating to minimum guarantees have been made
and there will be no mandatory distributions attributable to minimum
guarantees in the future.
9
<PAGE>
The Managing General Partner, the Co-General Partner and their
affiliates have charged to the Partnership the following Partnership
expenses (excluding management fees) incurred by them:
<TABLE>
CAPTION
<PAGE>
Three months ended September 30, 1995
Managing
General Co-General
Partner Partner Total
<S> <C> <C> <C>
Interest $ 364,501 $ - $ 364,501
General and administrative 15,000 22,000 37,000
$ 379,501 $ 22,000 $ 401,501
<CAPTION>
Three months ended September 30, 1994
Managing
General Co-General
Partner Partner Total
<S> <C> <C> <C>
Interest $ 287,938 $ - $ 287,938
General and administrative 15,000 9,730 24,730
$ 302,938 $ 9,730 $ 312,668
<CAPTION>
Nine months ended September 30, 1995
Managing
General Co-General
Partner Partner Total
<S> <C> <C> <C>
Interest $1,071,453 $ - $1,071,453
General and administrative 45,000 66,000 111,000
$1,116,453 $ 66,000 $1,182,453
<CAPTION>
Nine months ended September 30, 1994
Managing
General Co-General
Partner Partner Total
<S> <C> <C> <C>
Interest $ 767,250 $ - $ 767,250
General and administrative 45,000 29,190 74,190
$ 812,250 $ 29,190 $ 841,440
</TABLE>
Amounts due on demand (or past due) to the Managing General
Partner and affiliates and to the Co-General Partner are comprised of
the following:
<TABLE>
<CAPTION>
September 30, 1995 December 31, 1994
Managing Managing
General Co-General General Co-General
Partner Partner Partner Partner
<S> <C> <C> <C> <C>
Notes and advances for
prints & advertising,
including interest $16,508,634 $ 0 $15,553,047 $ 0
Management fee and other 486,280 268,771 440,278 254,056
$16,994,914 $268,771 $15,993,325 $254,056
</TABLE>
Interest paid to an affiliate of the Managing General Partner was:
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Interest paid $ 11,433 $ 18,144 $ 56,005 $161,805
</TABLE>
10
<PAGE>
Under a Credit, Guaranty and Security Agreement dated as of June 6,
1986 (the "Credit Agreement"), the Partnership obtained a revolving
credit facility in the amount of up to $30,000,000 from a group of banks
to finance print and advertising costs for the Partnership Films. The
terms of the Credit Agreement provide for the payment of interest
quarterly at a rate equal to 1 1/2% (2 1/2% in the case of default) over
Chemical Bank's prime rate plus commitment fees and agency fees.
Lorimar made a payment to the banks on July 31, 1987 of approximately
$11,753,000, which was the then outstanding balance of the principal and
interest plus fees under the Credit Agreement, and, pursuant to an
agreement dated November 1, 1988, in consideration of such payment and
certain indemnities by Lorimar, the banks assigned to Lorimar all of
their interest in the Credit Agreement, the Partnership's notes made
thereunder (collectively, the "P&A Note"), the related agreements and,
with certain exceptions, the Collateral (as defined in the Credit
Agreement). Lorimar has not charged the Partnership any commitment fees
or agency fees and charges interest to the Partnership on the P&A Note
at Chemical Bank's prime rate.
The P & A Note and related accrued but unpaid interest became due
and payable on December 31, 1990. As of September 30, 1995, the
principal balance owed with respect to the P&A Note was approximately
$4,985,000, and the related accrued but unpaid interest was
approximately $802,000. To date, Lorimar has not made demand for
payment in full for amounts due with respect to the P&A Note; however,
Lorimar has the right to make such a demand at any time in the future.
The Partnership does not have sufficient liquid assets to pay the
principal of the P&A Note and interest thereon in full.
In addition to the P&A Note, the Partnership is obligated to
reimburse Lorimar for print and advertising costs and other distribution
expenses advanced pursuant to the Partnership Agreement on behalf of the
Partnership by LDI (the "P&A Advances"). As of September 30, 1995, the
outstanding balance of the P&A Advances owed to Lorimar was
approximately $7,328,000 and related accrued but unpaid interest,
computed at Chemical Bank's prime rate, was approximately $3,394,000.
Lorimar has the right to declare the P&A Advances, and related interest,
to be immediately due and payable. To date, Lorimar has not made demand
for payment of such amounts; however, Lorimar has the right to make such
a demand at any time in the future. The Partnership does not have
sufficient liquid assets to pay the principal of the P&A Advances and
interest thereon in full.
All amounts due to the Managing General Partner and its affiliates
have been classified as current liabilities.
Neither currently nor at any time over the remaining term of the
Partnership is it anticipated that the Partnership will have sufficient
assets to pay the principal plus interest on both the P&A Note and the
P&A Advances.
The Partnership maintains a checking account and an
interest-earning mutual fund account. The interest-earning account
is managed by an affiliate of the Co-General Partner. The interest rate
earned on funds fluctuates daily and approximated 5.7% during the three months
ended September 30, 1995. Interest earned on this account was $17,450
and $14,875 for the three months ended September 30, 1995 and 1994,
respectively, and $53,616 and $38,320 for the nine months ended
September 30, 1995 and 1994, respectively.
As of June 30, 1995, Prudential Securities Incorporated, an
affiliate of the Co-General Partner, owned 113 Units.
At any time after June 26, 1996, the tenth anniversary of the
final closing of the sale of Units, the Managing General Partner will
have the right (the "MGP Option") to purchase, or cause one of its
affiliates to purchase, for cash the Partnership's interest in the
Partnership Films and related rights at their appraised value, whereupon
the Partnership is to be liquidated. Pursuant to the Partnership
Agreement and applicable law, the proceeds of any such purchase would be
applied to pay the debts, liabilities and loans of the Partnership
before any amounts are distributed to the Partners or Unitholders. In
light of the Partnership's financial condition, the Managing General
Partner does not believe that the amount payable to the Partnership in
the event of the exercise of the MGP Option plus the other assets of the
Partnership will be sufficient to satisfy the outstanding loans and
other liabilities of the Partnership, and thus there will be no amounts
available for distribution to the Partners or Unitholders.
Upon exercise of the MGP Option, in lieu of purchasing the
Partnership Films and rights, the Managing General Partner has the right
to elect, or to cause its affiliate to elect, to purchase the Limited
Partnership Interests, the Units and the interest of the Co-General
Partner in the Partnership. The purchase price would be the amount that
would have been distributed to the Unitholders, the Limited Partners and
the Co-General Partner if the Partnership Films and related rights had
been purchased by the Managing General Partner and the Partnership
liquidated. However, as stated in the immediately preceding paragraph,
the Managing General Partner believes that in such event no amounts
would be distributable to the Unitholders, the Limited Partners or the
Co-General Partner, and thus under this alternative application of the
MGP Option, the Managing General Partner believes that the purchase
price for the Units, Limited Partnership Interests and the interest of
the Co-General Partner will be zero.
The Managing General Partner has advised the Co-General Partner
that it is considering, but is not yet committed to, exercising the MGP
Option at such time as permitted by the Partnership Agreement. If the
settlement by the Lorimar defendants of the Southern District of New
York class action litigating referred to below is effected upon certain
terms, and the Managing General Partner reaches an agreement with the
Co-General Partner to resolve certain of the outstanding matters on a
mutually agreeable basis (see note 4 to Financial Statements), then the
Managing General Partner will be committed to exercise, or cause its
affiliate to exercise, the MGP Option.
Note 4. Litigation:
A purported class action lawsuit on behalf of a class of all
persons who are or have been holders of limited partnership interests
was filed on May 22, 1991 in the Superior Court of California for Los
Angeles County. Named as defendants are Lorimar Motion Picture
Management, Inc.; Lorimar Telepictures Corporation; Prudential
Securities Incorporated; and Prudential-Bache Properties, Inc. (Tillman,
et al. v. Lorimar Motion Picture Management, Inc., et al., Case No. BC
028964, L.A. Co. Sup. Ct.). The original complaint charged defendants
with fraud, negligence, and breach of fiduciary duty in connection with
the offering of the Units and breach of fiduciary duty in connection
with the operation of the Partnership. The plaintiffs sought
compensatory and punitive damages in an unspecified amount and an
accounting. The General Partners had advised the Partnership that they
intended to defend the case vigorously. Certain of the charges made in
the complaint were similar to charges made in litigation entitled
Galloway v. Lorimar Motion Picture Management, Inc., et al., filed in
the courts of the State of Ohio. Certain of those charges were
dismissed on the merits and the dismissal was affirmed on appeal.
11
<PAGE>
A demurrer seeking dismissal of the complaint was filed by the
defendants in 1991 and, on May 3, 1994, the Tillman court sustained this
demurrer. The court ruled that the complaint was insufficient as a
matter of law with respect to all claims arising from the public
offering of the Units in 1985 and 1986. The court did not permit
amendment of those claims. The court also sustained the demurrer
challenging the sufficiency of plaintiffs' claims that the General
Partners breached certain fiduciary duties under the Partnership
Agreement in connection with their operation of the Partnership, but
granted plaintiffs' counsel an opportunity to amend those claims to
attempt to state a cause of action. An amended complaint for breach of
fiduciary duty was filed on June 2, 1994, naming only the General
Partners as defendants. The General Partners filed a demurrer to the
amended complaint, together with a motion for summary adjudication that
the specific conduct challenged in the amended complaint was undertaken
by the General Partners in conformance with the terms and requirements
of the Partnership Agreement. A hearing on these matters was held on
August 3, 1994, and on November 1, 1994, the court sustained the General
Partners' demurrer on the basis that the amended complaint failed to
state a claim upon which relief may be granted. The court gave
plaintiffs leave to file an amended complaint for breach of fiduciary
duty and, for this reason, defendants' motion for summary judgment was
denied without prejudice. On January 18, 1995, plaintiffs served their
second amended complaint on the defendants. The second amended
complaint asserts claims for alleged breaches of the Partnership
Agreement and breaches of fiduciary duty by defendants. Plaintiffs seek
damages in an unspecified amount but in excess of $500,000. On March
24, 1995, defendants filed an answer to the second amended complaint,
denying the allegations therein and asserting several affirmative
defenses. Defendants filed a summary judgment motion on April 18,
1995, and a hearing took place on May 24, 1995. On June 12, 1995, the
court granted defendants' motion for summary judgment insofar as it
sought dismissal of all claims made as a class action on behalf of
Unitholders individually. However, the court permitted the action to
proceed as a derivative action by plaintiffs on behalf of the
Partnership. Pursuant to the court's order, plaintiffs again amended
their complaint to seek on behalf of the Partnership recovery from the
General Partners of allegedly improperly high fees and interest paid to
certain banks which provided P&A Financing to the Partnership.
Plaintiffs allege that defendants breached their fiduciary duties by
permitting payment of such excess fees and interest and, in the
complaint, estimate the allegedly excess fees and interest to exceed
$500,000. Defendants continue to assert that their actions were
entirely proper under the law and the terms of the Limited Partnership
Agreement and that the Partnership did not pay any excess or improper
fees or interest to the banks. The Partnership has been advised that
the General Partners intend to defend the action vigorously.
Nevertheless, preliminary discussions have been conducted regarding the
possibility of presenting to the court for its approval a settlement
which would reflect the size of the claim, the relative positions of the
parties, and the costs of continued litigation. Subsequent to those
discussions, the parties learned that, in the Prudential Securities
litigation described in the next paragraph, a settlement of all class
claims against the Prudential defendants has been agreed upon and
submitted for approval to the United States District Court in New York
City. (See description below.) That settlement, and a possible related
settlement of claims against the Lorimar defendants in that case (see
below) may have a bearing on the continuation of any settlement
discussions in the Tillman case. Additional time is needed by the
parties to determine whether the settlements in the Prudential
litigation are consummated and their effect on the Tillman litigation.
Accordingly, the date by which defendants must respond to the newest
amended complaint has been extended until December 18, 1995.
Prudential Securities Incorporated ("PSI"), certain of its present
and former employees, the Managing General Partner and the Co-General
Partner, among others, have been named defendants in a putative class
action filed in U.S. District Court for the Southern District of New
York, entitled In re Prudential Securities Incorporated Limited
Partnerships Litigation (MDL 1005). Two former officers and the parent
company of the Managing General Partner were also named as defendants,
and the Managing General Partner has undertaken their defense.
(Hereinafter, these additional defendants and the Managing General
Partner are sometimes referred to collectively as "the Lorimar
Organization Defendants.") The consolidated complaint, which was filed
on June 8, 1994, consolidates complaints previously filed in actions in
several federal district courts around the country that were transferred
to the Southern District of New York by order of the Judicial Panel on
Multidistrict Litigation in April 1994. None of the Lorimar
Organization Defendants were named as defendants in any of the
transferred actions. The consolidated complaint alleges violations of
the federal Racketeer Influenced and Corrupt Organizations Act ("RICO
Act"), fraud, negligent misrepresentation, breach of fiduciary duties,
breach of third-party beneficiary contracts, breach of implied covenants
and violations of New Jersey statutes in connection with the marketing
and sales of limited partnership interests. Plaintiffs request relief
in the nature of: rescission of the purchase of securities, and
recovery of all consideration and expenses in connection therewith, as
well as compensation for lost use of money invested, less cash
distributions; compensatory damages; consequential damages; treble
damages for defendants' alleged RICO violations (both federal and New
Jersey); general damages for all alleged injuries resulting from
negligence, fraud, breaches of contract, and breaches of duty in an
amount to be determined at trial; disgorgement and restitution of all
earnings, profits, benefits and compensation received by defendants as
a result of their allegedly unlawful acts; costs and disbursements of
the action; reasonable attorneys' fees; and such other and further
relief as the court deems just and proper. The Partnership is listed in
the consolidated complaint as being among the limited partnerships at
issue in the case. On September 29, 1994, plaintiffs filed a motion to
deem each of the constituent complaints (in which the Lorimar
Organization Defendants were not named) amended to conform to the
consolidated complaint. The Managing General Partner opposed the
motion. A hearing was held on November 21, 1994 and on November 28,
1994, the court granted plaintiffs' motion. As a result, the Lorimar
Organization Defendants are deemed to be defendants in each of the
constituent actions, as well as in the consolidated action. On October
31, 1994, the Managing General Partner filed a motion to dismiss the
consolidated complaint (and each of the constituent actions) with
respect to the Lorimar Organization Defendants. The hearing on the
motion, originally expected in January 1995, was postponed indefinitely
by the court, and the parties are awaiting a new hearing date. On
December 20, 1994, PSI, along with various other defendants, moved to
dismiss the entire consolidated complaint.
By order dated August 29, 1995, the court granted plaintiffs'
motion for temporary class certification, preliminarily approved a
settlement entered into between plaintiffs, the Co-General Partner and
PSI, scheduled a fairness hearing for November 17, 1995, approved the
form and content of the notice to class members and directed that it be
provided to class members. The full amount due under the settlement
agreement has been paid by PSI.
Subsequent to announcement of the Prudential settlement, the
Lorimar defendants held settlement negotiations with counsel for the
class. Counsel for the class and the Lorimar defendants have agreed in
principle to the settlement of all class claims against the Lorimar
defendants in exchange for payment by the Lorimar defendants of
$400,000, a percentage of which will be allocated to the Unitholders who
are members of the class and a percentage to the remainder of the class.
That agreement in principle is subject to agreement on appropriate
documentation and to court approval. Upon submission of the agreed upon
documentation to the Court, it is expected that the Court would schedule
a hearing for approval and direct notice to be given to the class
regarding the terms of the settlement and their procedural rights. In
connection with, and as a condition to, the proposed settlement between
the plaintiffs and the Lorimar defendants, the Managing General Partner
will require an agreement between it and the Co-General Partner
regarding certain outstanding matters, including mutual releases,
involving them and their affiliates.
The Partnership is not aware of any legal proceedings that name
the Partnership as a defendant. Neither the Tillman nor the MDL
litigation described above name the Partnership as a party. The
Partnership Agreement provides for indemnification of the General
Partners and their affiliates under certain circumstances. The
indemnification excludes damages assessed against a General Partner for
violation of securities laws, the RICO Act or fraud.
12
<PAGE>
<PAGE>
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Financial condition at September 30, 1995
The Partnership's ability to continue to operate at the present
time is due exclusively to Lorimar's forbearance with respect to the
Partnership's obligations which are currently due and owing to Lorimar
and its affiliates, principally under the P&A Note and the P&A Advances.
The Partnership has no assurance that Lorimar will not make demand at
any time with respect to the P&A Note and/or the P&A Advances. The
Partnership has neither sufficient liquid assets nor total assets to pay
its current liabilities. As of September 30, 1995 the Partnership's
liquid assets are $1,217,928 and its total assets are $11,721,944,
while the Partnership's liabilities (all of which are current) are
$17,337,525, of which $16,994,914 constitutes the amounts owed with
respect to the P&A Note and the P&A Advances and other sums to Lorimar
and its affiliates. In the event Lorimar demands payment of the P&A
Note and/or the P&A Advances and the Partnership does not satisfy
payment thereof in full, Lorimar will have all of its rights under
applicable agreements and law, including the right ultimately to proceed
against the Partnership's assets. In recognition of the Partnership's
financial condition, the auditors' report issued in connection with the
Partnership's financial statements for the year ended December 31, 1994
contains an explanatory paragraph regarding the substantial doubt of the
ability of the Partnership to continue as a going concern.
Even if Lorimar continues to forbear on the principal of the P&A
Note and the P&A Advances and merely requires current satisfaction of
interest, the Managing General Partner believes that the Partnership
will continue to incur net operating losses on an annual basis through
1995. These losses are anticipated to result from the fact that the
only significant source of Partnership revenue which is anticipated
during this period is domestic syndication revenue under existing
distribution agreements (which is estimated to aggregate approximately
$64,000 through 1995, before deducting fees and expenses), and it is
anticipated that this revenue will be less than the Partnership's
aggregate annual interest expense (net of interest income) with respect
to the P&A Note and P&A Advances during this period. Further, the
general and administrative expenses of the Partnership will continue to
increase such net losses.
Other than with respect to the domestic theatrical exhibition of
the Partnership Films, the Partnership Films have been distributed on
behalf of the Partnership pursuant to the Home Video Agreement, the LDI
Domestic Distribution Agreement and the Foreign Distribution Agreement.
The terms of all three agreements expire at the end of January
1996. However, under the Home Video Agreement, the licensee has the
non-exclusive right to "sell off" inventory for six months after the
expiration of the term. Moreover, pursuant to the LDI Domestic
Distribution Agreement and the Foreign Distribution Agreement, the
Partnership Films have been sublicensed for domestic syndication for
terms extending until January 2001 and for basic cable with terms
extending until September 2002, as well as for television and video in
several of the major foreign markets for terms extending until December
2003. Pursuant to these Agreements, revenues relating to the sell-off
and sublicensing periods under these Agreements will continue to be
subject to the rights of the licensee and distributors to recoup
expenses and receive compensation, and in the case of the Home Video
Agreement and the Foreign Distribution Agreement, will be subject to the
right of the licensee and distributor to recoup their unrecouped minimum
guarantees which, as of September 30, 1995, are approximately $6.3
million and $5 million, respectively. (See note 3 to Financial
Statements.) As a result, the Managing General Partner believes that no
revenues relating to the sell-off and sublicensing periods under these
latter two Agreements, including revenues from sublicensing in foreign
territories, will be payable to the Partnership, but instead will be
applied towards recoupment of these minimum guarantees. The Managing
General Partner further believes that sublicensing revenues in the
domestic territory, after fees and expenses, will not be material in
light of the Partnership's financial condition.
On behalf of the Partnership, the Managing General Partner is
assessing how to best exploit the Partnership Films after the expiration
of the LDI Domestic Distribution Agreement, the Foreign Distribution
Agreement and the Home Video Agreement in January 1996. Factors which
may be relevant in this regard are, among others, the potential
marketability or appeal of the Partnership Films, the available markets
and territories in light of the sublicense arrangements referred to
above and the financial condition of the Partnership. One approach
being considered by the Managing General Partner is to extend the terms
of the Agreements until mid-1996, provided that in accordance with the
Partnership Agreement the Agreements, as so extended, would be
terminable by any of the parties thereto upon 60 days notice. (See note
3 to Financial Statements.)
13
<PAGE>
The Managing General Partner believes that the fair market value of
the Partnership's assets will be less than the amount of the
Partnership's current liabilities throughout the remaining term of the
Partnership. Accordingly, the Managing General Partner believes that
the Partnership will be unable to fully satisfy the P&A Note and the P&A
Advances and that the Partnership will be unable to make any further
distributions to the Unitholders.
Discussion of the results of operations for the three months ended
September 30, 1995 compared to the three months ended September 30,
1994.
The results of operations are not necessarily comparable from
quarter to quarter since the Partnership's income is determined by
exploitation of its four films in the various media of the exploitation
cycle (i.e. theatrical, home video, pay television, non-theatrical,
network television and domestic syndication).
The Partnership's film revenues for the three months ended
September 30, 1995 were lower than the comparable period in 1994 due
principally to a decrease in domestic syndication income.
The Partnership had a net loss of $403,300 for the three months
ended September 30, 1995. Film related revenues of $11,680 net of
related costs of $10,579 resulted in a gross profit of $1,101, due
largely to the syndication licensing of American Anthem, The Boy Who
Could Fly, The Morning After, and Power. However, this was offset by
other operating expenses including interest expense of $364,501, general
and administrative expenses of $57,000 and management fees of $350 less
interest income of $17,450. Interest expense was higher for the three
months ended September 30, 1995 than for the three months ended
September 30, 1994 principally due to higher average interest rates and
higher average borrowings.
The Partnership had a net loss of $313,535 for the three months
ended September 30, 1994. Film related revenues of $18,376 net of
related costs of $13,566 resulted in a gross profit of $4,810, due
largely to the syndication licensing of American Anthem, The Boy Who
Could Fly, The Morning After and Power. However, this was offset by
other operating expenses including interest expense of $287,938, general
and administrative expenses of $44,730 and management fees of $552 less
interest income of $14,875.
Discussion of the results of operations for the nine months ended
September 30, 1995 compared to the nine months ended September 30, 1994.
The Partnership's film revenues for the nine months ended September
30, 1995 were lower than the comparable period in 1994 due principally
to a decrease in domestic syndication income.
The Partnership had a net loss of $1,215,755 for the nine months
ended September 30, 1995. Film related revenues of $57,015 net of
related costs of $52,222 resulted in a gross profit of $4,793, due
largely to the syndication licensing of American Anthem, The Boy Who
Could Fly, The Morning After and Power. However, this gross profit was
offset by other operating expenses including interest expense of
$1,071,453, general and administrative expenses of $201,000 and
management fees of $1,711 less interest income of $53,616. Interest
expense was higher for the nine months ended September 30, 1995 than for
the nine months ended September 30, 1994 principally due to higher
average interest rates and higher average borrowings. General and
administrative expenses were higher for the nine months ended September
30, 1995 than for the comparable period in 1994 principally due to a net
increase in legal fees.
The Partnership had a net loss of $874,036 for the nine months
ended September 30, 1994. Film related revenues of $164,317 net of
related costs of $130,395 resulted in a gross profit of $33,922, due
largely to the syndication licensing of American Anthem, The Boy Who
Could Fly, The Morning After and Power. However, this gross profit was
offset by other operating expenses including interest expense of
$767,250, general and administrative expenses of $174,097 and management
fees of $4,931 less interest income of $38,320.
14
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
A purported class action lawsuit on behalf of a class of all
persons who are or have been holders of limited partnership interests
was filed on May 22, 1991 in the Superior Court of California for Los
Angeles County. Named as defendants are Lorimar Motion Picture
Management, Inc.; Lorimar Telepictures Corporation; Prudential
Securities Incorporated; and Prudential-Bache Properties, Inc. (Tillman,
et al. v. Lorimar Motion Picture Management, Inc., et al., Case No. BC
028964, L.A. Co. Sup. Ct.). The original complaint charged defendants
with fraud, negligence, and breach of fiduciary duty in connection with
the offering of the Units and breach of fiduciary duty in connection
with the operation of the Partnership. The plaintiffs sought
compensatory and punitive damages in an unspecified amount and an
accounting. The General Partners had advised the Partnership that they
intended to defend the case vigorously. Certain of the charges made in
the complaint were similar to charges made in litigation entitled
Galloway v. Lorimar Motion Picture Management, Inc., et al., filed in
the courts of the State of Ohio. Certain of those charges were
dismissed on the merits and the dismissal was affirmed on appeal.
A demurrer seeking dismissal of the complaint was filed by the
defendants in 1991 and, on May 3, 1994, the Tillman court sustained this
demurrer. The court ruled that the complaint was insufficient as a
matter of law with respect to all claims arising from the public
offering of the Units in 1985 and 1986. The court did not permit
amendment of those claims. The court also sustained the demurrer
challenging the sufficiency of plaintiffs' claims that the General
Partners breached certain fiduciary duties under the Partnership
Agreement in connection with their operation of the Partnership, but
granted plaintiffs' counsel an opportunity to amend those claims to
attempt to state a cause of action. An amended complaint for breach of
fiduciary duty was filed on June 2, 1994, naming only the General
Partners as defendants. The General Partners filed a demurrer to the
amended complaint, together with a motion for summary adjudication that
the specific conduct challenged in the amended complaint was undertaken
by the General Partners in conformance with the terms and requirements
of the Partnership Agreement. A hearing on these matters was held on
August 3, 1994, and on November 1, 1994, the court sustained the General
Partners' demurrer on the basis that the amended complaint failed to
state a claim upon which relief may be granted. The court gave
plaintiffs leave to file an amended complaint for breach of fiduciary
duty and, for this reason, defendants' motion for summary judgment was
denied without prejudice. On January 18, 1995, plaintiffs served their
second amended complaint on the defendants. The second amended
complaint asserts claims for alleged breaches of the Partnership
Agreement and breaches of fiduciary duty by defendants. Plaintiffs seek
damages in an unspecified amount but in excess of $500,000. On March
24, 1995, defendants filed an answer to the second amended complaint,
denying the allegations therein and asserting several affirmative
defenses. Defendants filed a summary judgment motion on April 18,
1995, and a hearing took place on May 24, 1995. On June 12, 1995, the
court granted defendants' motion for summary judgment insofar as it
sought dismissal of all claims made as a class action on behalf of
Unitholders individually. However, the court permitted the action to
proceed as a derivative action by plaintiffs on behalf of the
Partnership. Pursuant to the court's order, plaintiffs again amended
their complaint to seek on behalf of the Partnership recovery from the
General Partners of allegedly improperly high fees and interest paid to
certain banks which provided P&A Financing to the Partnership.
Plaintiffs allege that defendants breached their fiduciary duties by
permitting payment of such excess fees and interest and, in the
complaint, estimate the allegedly excess fees and interest to exceed
$500,000. Defendants continue to assert that their actions were
entirely proper under the law and the terms of the Limited Partnership
Agreement and that the Partnership did not pay any excess or improper
fees or interest to the banks. The Partnership has been advised that
the General Partners intend to defend the action vigorously.
Nevertheless, preliminary discussions have been conducted regarding the
possibility of presenting to the court for its approval a settlement
which would reflect the size of the claim, the relative positions of the
parties, and the costs of continued litigation. Subsequent to those
discussions, the parties learned that, in the Prudential Securities
litigation described in the next paragraph, a settlement of all class
claims against the Prudential defendants has been agreed upon and
submitted for approval to the United States District Court in New York
City. (See description below.) That settlement, and a possible related
settlement of claims against the Lorimar defendants in that case (see
below) may have a bearing on the continuation of any settlement
discussions in the Tillman case. Additional time is needed by the
parties to determine whether the settlements in the Prudential
litigation are consummated and their effect on the Tillman litigation.
Accordingly, the date by which defendants must respond to the newest
amended complaint has been extended until December 18, 1995.
Prudential Securities Incorporated ("PSI"), certain of its present
and former employees, the Managing General Partner and the Co-General
Partner, among others, have been named defendants in a putative class
action filed in U.S. District Court for the Southern District of New
York, entitled In re Prudential Securities Incorporated Limited
Partnerships Litigation (MDL 1005). Two former officers and the parent
company of the Managing General Partner were also named as defendants,
and the Managing General Partner has undertaken their defense.
(Hereinafter, these additional defendants and the Managing General
Partner are sometimes referred to collectively as "the Lorimar
Organization Defendants.") The consolidated complaint, which was filed
on June 8, 1994, consolidates complaints previously filed in actions in
several federal district courts around the country that were transferred
to the Southern District of New York by order of the Judicial Panel on
Multidistrict Litigation in April 1994. None of the Lorimar
Organization Defendants were named as defendants in any of the
transferred actions. The consolidated complaint alleges violations of
the federal Racketeer Influenced and Corrupt Organizations Act ("RICO
Act"), fraud, negligent misrepresentation, breach of fiduciary duties,
breach of third-party beneficiary contracts, breach of implied covenants
and violations of New Jersey statutes in connection with the marketing
and sales of limited partnership interests. Plaintiffs request relief
in the nature of: rescission of the purchase of securities, and
recovery of all consideration and expenses in connection therewith, as
well as compensation for lost use of money invested, less cash
distributions; compensatory damages; consequential damages; treble
damages for defendants' alleged RICO violations (both federal and New
Jersey); general damages for all alleged injuries resulting from
negligence, fraud, breaches of contract, and breaches of duty in an
amount to be determined at trial; disgorgement and restitution of all
earnings, profits, benefits and compensation received by defendants as
a result of their allegedly unlawful acts; costs and disbursements of
the action; reasonable attorneys' fees; and such other and further
relief as the court deems just and proper. The Partnership is listed in
the consolidated complaint as being among the limited partnerships at
issue in the case. On September 29, 1994, plaintiffs filed a motion to
deem each of the constituent complaints (in which the Lorimar
Organization Defendants were not named) amended to conform to the
consolidated complaint. The Managing General Partner opposed the
motion. A hearing was held on November 21, 1994 and on November 28,
1994, the court granted plaintiffs' motion. As a result, the Lorimar
Organization Defendants are deemed to be defendants in each of the
constituent actions, as well as in the consolidated action. On October
31, 1994, the Managing General Partner filed a motion to dismiss the
consolidated complaint (and each of the constituent actions) with
respect to the Lorimar Organization Defendants. The hearing on the
motion, originally expected in January 1995, was postponed indefinitely
by the court, and the parties are awaiting a new hearing date. On
December 20, 1994, PSI, along with various other defendants, moved to
dismiss the entire consolidated complaint.
<PAGE>
By order dated August 29, 1995, the transferee court granted
plaintiffs' motion for temporary class certification, preliminarily
approved a settlement entered into between plaintiffs, the Co-General
Partner and PSI, scheduled a fairness hearing for November 17, 1995,
approved the form and content of the notice to class members and
directed that it be provided to class members. The full amount due
under the settlement agreement has been paid by PSI.
Subsequent to announcement of the Prudential settlement, the
Lorimar defendants held settlement negotiations with counsel for the
class. Counsel for the class and the Lorimar defendants have agreed in
principle to the settlement of all class claims against the Lorimar
defendants in exchange for payment by the Lorimar defendants of
$400,000, a percentage of which will be allocated to the Unitholders who
are members of the class and a percentage to the remainder of the class.
That agreement in principle is subject to agreement on appropriate
documentation and to court approval. Upon submission of the agreed upon
documentation to the Court, it is expected that the Court would schedule
a hearing for approval and direct notice to be given to the class
regarding the terms of the settlement and their procedural rights. In
connection with, and as a condition to, the proposed settlement between
the plaintiffs and the Lorimar defendants, the Managing General Partner
will require an agreement between it and the Co-General Partner
regarding certain outstanding matters, including mutual releases,
involving them and their affiliates.
The Partnership is not aware of any legal proceedings that name
the Partnership as a defendant. Neither the Tillman nor the MDL
litigation described above name the Partnership as a party. The
Partnership Agreement provides for indemnification of the General
Partners and their affiliates under certain circumstances. The
indemnification excludes damages assessed against a General Partner for
violation of securities laws, the RICO Act or fraud.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Registrant
during the period covered by this report.
<PAGE>
<PAGE>
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.
Lorimar Film Partners L.P.
By: Lorimar Motion Picture Management, Inc.
A California Corporation, Managing General Partner
By: Date:
Edward A. Romano
Vice President, Treasurer
(Principal Accounting Officer)
By: Prudential-Bache Properties, Inc.
A Delaware Corporation, Co-General Partner
By: Date:
Barbara J. Brooks
Vice President - Finance and
Chief Financial Officer
(Principal Financial Officer)
PAGE
<PAGE>
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.
Lorimar Film Partners L.P.
By: Lorimar Motion Picture Management, Inc.
A California Corporation, Managing General Partner
By: /s/Edward A. Romano Date: November 14, 1995
Edward A. Romano
Vice President, Treasurer
(Principal Accounting Officer)
By: Prudential-Bache Properties, Inc.
A Delaware Corporation, Co-General Partner
By: /s/Barbara J. Brooks Date: November 14, 1995
Barbara J. Brooks
Vice President - Finance and
Chief Financial Officer
(Principal Financial Officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for Lorimar Film Partners LP
and is qualified in its entirety by reference
to such financial statements
</LEGEND>
<RESTATED>
<CIK> 0000778923
<NAME> Lorimar Film Partners L.P.
<MULTIPLIER> 1
<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-START> Jan-01-1995
<PERIOD-END> Sep-30-1995
<PERIOD-TYPE> 9-MOS
<CASH> 1,217,928
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 10,504,016
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,721,944
<CURRENT-LIABILITIES> 17,337,525
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (5,615,581)
<TOTAL-LIABILITY-AND-EQUITY> 11,721,944
<SALES> 57,015
<TOTAL-REVENUES> 110,631
<CGS> 52,222
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 202,711
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,071,453
<INCOME-PRETAX> (1,215,755)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,215,755)
<EPS-PRIMARY> 17.95
<EPS-DILUTED> 0
</TABLE>
