<PAGE> 1
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 quarter ended March 31, 1996
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 No. 0-15745
AMERICAN CABLE TV INVESTORS 4, LTD.
----------------------------------------------------------
(Exact name of Registrant as specified in its charter)
State of Colorado 84-1013221
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5619 DTC Parkway
Englewood, Colorado 80111
---------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 267-5500
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- ------
<PAGE> 2
PART I - FINANCIAL INFORMATION
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
AND SUBSIDIARIES
Consolidated Balance Sheets
(unaudited)
(see note 2)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
Assets -------------- -------------
------ amounts in thousands
<S> <C> <C>
Cash and cash equivalents (note 4) $ 9,016 48,104
Trade and other receivables -- 842
Prepaid expenses -- 21
Property and equipment:
Land -- 210
Cable distribution systems -- 30,719
Support equipment and buildings -- 4,094
-------- -------
-- 35,023
Less accumulated depreciation -- 17,933
-------- -------
-- 17,090
-------- -------
Franchise costs and other intangibles -- 40,977
Less accumulated amortization -- 39,873
-------- -------
-- 1,104
-------- -------
Minority interest in deficit of Newport News
Cablevision Associates, L.P. ("Newport News")
(note 7) -- 4,206
Funds held in escrow (note 2) 9,525 4,525
Other assets, net of accumulated amortization -- 259
-------- -------
$ 18,541 76,151
======== =======
</TABLE>
(continued)
I-1
<PAGE> 3
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
AND SUBSIDIARIES
Consolidated Balance Sheets, continued
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
Liabilities and Partners' Equity --------------- -------------
-------------------------------- amounts in thousands
<S> <C> <C>
Cash overdraft $ 1,524 6,446
Accounts payable -- 75
Accrued expenses:
Franchise fees -- 1,556
Sales taxes -- 1,240
Other 665 792
-------- --------
665 3,588
-------- --------
Subscriber advance payments and converter
deposits -- 310
Amounts due to related parties (note 6) 5,771 4,203
Debt (note 5) -- 24,255
-------- --------
Total liabilities 7,960 38,877
-------- --------
Minority interest in Newport News (note 7) 2,005 --
Partners' equity (deficit):
General partner 1,748 (150)
Limited partners 6,828 37,424
-------- --------
Total partners' equity 8,576 37,274
-------- --------
Commitments (note 6)
$ 18,541 76,151
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
I-2
<PAGE> 4
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
AND SUBSIDIARIES
Consolidated Statements of Operations
(unaudited)
(see note 2)
<TABLE>
<CAPTION>
Three months ended
March 31
-----------------------------
1996 1995
-------- -------
amounts in thousands,
except unit amounts
<S> <C> <C>
Revenue $ -- 9,615
Operating costs and expenses:
Programming (primarily from
related parties - note 6) -- 1,996
Operating (including allocations from
related parties - note 6) -- 785
Selling, general and administrative
(including charges from related
parties - note 6) 125 2,969
Depreciation and amortization -- 3,150
-------- --------
Total operating expenses 125 8,900
-------- --------
Operating income (loss) (125) 715
-------- --------
Other income (expense):
Gain on sale of cable television
system, net of $510,000 of costs
and expenses related to 1995
operations (note 2) 99,700 --
Interest expense (10) (1,292)
Interest income 253 12
Minority interest's share of losses (earnings)
of Newport News (39,907) 81
-------- --------
60,036 (1,199)
-------- --------
Net earnings (loss) $ 59,911 (484)
======== ========
Net earnings (loss) per limited
partnership unit (note 3) $ 420.04 (3.99)
======== ========
Limited partnership units
outstanding 120,005 120,005
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
I-3
<PAGE> 5
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
AND SUBSIDIARIES
Consolidated Statement of Partners' Equity
Three months ended March 31, 1996
(unaudited)
(see note 2)
<TABLE>
<CAPTION>
General Limited
partner partners Total
-------- -------- ------
amounts in thousands
<S> <C> <C> <C>
Balance at January 1, 1996 $ (150) 37,424 37,274
Distribution (7,606) (81,003) (88,609)
Net earnings 9,504 50,407 59,911
------- --------- ---------
Balance at March 31, 1996 $ 1,748 6,828 8,576
======= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
I-4
<PAGE> 6
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited)
(see note 2)
<TABLE>
<CAPTION>
Three months ended
March 31,
-------------------------
1996 1995
------ ------
amounts in thousands
(see note 4)
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ 59,911 (484)
Adjustments to reconcile net earnings (loss) to
net cash provided by (used in) operating activities:
Depreciation and amortization -- 3,150
Gain on sale of cable television system (100,210) --
Minority interest's share of earnings (losses)
of Newport News 39,907 (81)
Management fees, expense reimbursements and
interest accrued but not paid -- 196
Changes in operating assets and liabilities, net of
effects from sale of cable television system:
Net change in receivables, prepaid expenses,
and other assets 863 175
Net change in accounts payable, accrued
expenses, subscriber advance payments
and converter deposits, and amounts due
to related parties (1,259) 233
---------- ---------
Net cash provided by (used in) operating activities (788) 3,189
---------- ---------
Cash flows from investing activities:
Capital expended for property and equipment (36) (519)
Proceeds from sale of cable television system,
net of disposition fees paid 113,218 --
Other investing activities -- 32
---------- ---------
Net cash provided by (used in)
investing activities 113,182 (487)
---------- ---------
Cash flows from financing activities:
Repayments of debt (24,255) (1,000)
Distributions to partners (88,609) --
Distribution to minority owners of Newport News (33,696) --
Change in cash overdraft (4,922) --
---------- ---------
Net cash provided by (used in) financing activities (151,482) (1,000)
---------- ---------
Net increase (decrease) in cash and
cash equivalents (39,088) 1,702
Cash and cash equivalents:
Beginning of period 48,104 490
---------- ---------
End of period $ 9,016 2,192
========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
I-5
<PAGE> 7
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 1996
(unaudited)
(1) Basis of Consolidated Financial Statement Preparation
The accompanying unaudited consolidated financial statements include
the accounts of American Cable TV Investors 4, Ltd. ("ACT 4") and
Newport News, a limited partnership in which ACT 4 has a 60% ownership
interest. All significant intercompany transactions and accounts have
been eliminated. American Cable TV Investors 5, Ltd. ("ACT 5"), an
affiliate, owns the 40% minority interest in Newport News, which was
formed for the purpose of acquiring, developing and operating the
cable television system located in and around Newport News, Virginia
(the "Newport News System"). ACT 4 and Newport News are collectively
referred to herein as the Partnership.
TCI Cablevision Associates, Inc. ("Cablevision") is the managing agent
of the Partnership and owns 100% of the common stock of a general
partner of the general partner of ACT 4. Cablevision is an indirect
majority-owned subsidiary of Tele-Communications, Inc. ("TCI").
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
The accompanying consolidated financial statements are unaudited. In
the opinion of management, all adjustments (consisting only of normal
recurring accruals) have been made which are necessary to present
fairly the financial position of the Partnership as of March 31, 1996
and its results of operations for the three months ended March 31,
1996 and 1995. The results of operations for any interim period are
not necessarily indicative of the results for the entire year.
These consolidated financial statements should be read in conjunction
with the consolidated financial statements and related notes thereto
included in the Partnership's December 31, 1995 Annual Report on Form
10-K.
(2) Sales Transactions
During 1995, ACT 4 sold all of its wholly-owned cable television
systems (the "Wholly-Owned Systems") in three separate sales
transactions (the "Wholly-Owned Sales"). In addition, on January 1,
1996 the Newport News System was sold (the "Newport News Sale" and
together with the Wholly-Owned Sales, the "Sales Transactions"). As a
result of the Sales Transactions, the Partnership is no longer engaged
in the cable television business and is currently seeking to make a
final determination of its liabilities so that liquidating
distributions can be made in connection with its dissolution.
(continued)
I-6
<PAGE> 8
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
In one transaction, ACT 4 sold its cable television system located in
and around Colton, California (the "Colton System") on July 3, 1995 to
an indirect subsidiary of TCI for cash proceeds of $10,216,000.
In a second transaction, ACT 4 sold its cable television system located
in and around North and South Kona and North and South Kohala, Hawaii
(the "Kona System") on July 3, 1995 to Time Warner Cable Ventures, a
Division of Time Warner Entertainment Company L.P. ("Time Warner") for
cash proceeds of $31,119,000, of which $2,500,000 has been placed in
escrow (the "Kona Escrow"). ACT 4's receipt of the Kona Escrow will be
subject to any indemnifiable claims by Time Warner through July 2,
1996.
In a third transaction, ACT 4 sold its cable television system located
in and around Chino, California on December 1, 1995 to Citizens
Century Cable Television Venture ("Citizens-Century"), an unaffiliated
third party, for cash proceeds of $40,585,000. Pursuant to the terms
of the sale agreement, $2,025,000 of the sales price is being held in
escrow and is subject to any indemnifiable claims made by
Citizens-Century through May 29, 1996.
In a fourth transaction, the Newport News System was sold on January
1, 1996 to Cox Communications Rhode Island, Inc. ("Cox"), an
unaffiliated third party, for cash proceeds of $121,886,000 (the
"Newport News Sale"). Pursuant to the terms of the sale agreement,
$5,000,000 of the sales price is being held in escrow and is subject
to any indemnifiable claims made by Cox through September 27, 1996.
ACT 4 has a 60% ownership interest in Newport News. Accordingly, ACT
4 received $50,544,000 of the net cash proceeds (after satisfaction of
transaction costs and Newport News' liabilities) from the Newport News
Sale in January 1996.
The gain on the Newport News Sale has been reduced by approximately
$510,000 to reflect certain of Newport News' operating costs and
expenses which were incurred in 1995 but which were reflected in the
1996 financial records of Newport News.
All of the Sales Transactions were approved by the limited partners at
a special meeting that occurred on June 20, 1995.
In connection with the Wholly-Owned Sales, the Partnership used most
of the cash proceeds to (i) pay disposition fees of $2,454,000
($1,840,500 to Cablevision and $613,500 to Presidio Cable IV Corp.
("PCC"), a subsidiary of Presidio) and (ii) repay debt and related
accrued interest of $35,150,000. In connection with the Newport News
Sale, Newport News used most of the cash proceeds to (i) pay a
disposition fee of $3,668,000 ($2,751,000 to Cablevision and $917,000
to PCC), (ii) repay debt and related accrued interest of $24,306,000
and (iii) make initial cash distributions to ACT 4 and ACT 5 of
$50,544,000 and $33,696,000, respectively. The Partnership then made
initial distributions in January 1996 to its general and limited
partners of $7,606,000 ($6,085,000 to Cablevision and $1,521,000 to
PCC) and $81,003,000 ($675 per limited partnership unit),
respectively.
(continued)
I-7
<PAGE> 9
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The allocation of distributions to the general and limited partners is
based upon percentages set forth in ACT 4's limited partnership
agreement and, therefore, such allocation is not directly affected by
the general and limited partners' respective financial statement
capital account balances (which balances include the original capital
contributions of each class of partners and the allocation of the
Partnership's inception-to-date net earnings). Accordingly, the
amounts ultimately distributed to the Partnership's partners will not
correspond to the respective financial statement capital account
balances of the general and limited partners. However, due to
differences in the financial statement and federal income tax
treatment of the allocation of the gain recognized in connection with
the Sales Transactions, the amounts ultimately distributed to the
Partnership's partners will correspond to their respective capital
account balances, as reported for federal income tax purposes. There
is no assurance as to the timing or amount of ACT 4's final cash
distributions.
(3) Allocation of Net Earnings and Net Losses
Pursuant to ACT 4's limited partnership agreement, net earnings and
net losses of ACT 4 are to be allocated 1% to the general partners and
99% to the limited partners until the limited partners have received
cumulative distributions equal to their original capital contributions
("Payback"). After the limited partners have received distributions
equal to Payback, the allocations of net earnings and net losses shall
be 25% to the general partners and 75% to the limited partners.
Net earnings (loss) per limited partnership unit is calculated by
dividing the net earnings (loss) attributable to the limited partners
by the number of limited partnership units outstanding during the
period. The Partnership's January 1996 distributions, which were
funded with proceeds from the Sales Transactions, allowed limited
partners to achieve Payback. As such, Payback was deemed to have
occurred in connection with the consummation of the Newport News Sale.
Accordingly, the limited partners' share of earnings for the three
months ended March 31, 1996 includes $22,578,000 allocated prior to
achieving Payback and $27,829,000 allocated after achieving Payback.
(4) Supplemental Disclosure of Cash Flow Information
The Partnership considers investments with initial maturities of three
months or less to be cash equivalents. At March 31, 1996, $9,016,000
of the Partnership's cash and cash equivalents was invested in
commercial paper and money market funds.
The Partnership is exposed to credit loss in the event of
non-performance by the other parties to the aforementioned financial
instruments. However, the Partnership does not anticipate
non-performance by the other parties.
Cash paid by the Partnership for interest was $62,000 and $1,141,000
during the three months ended March 31, 1996 and 1995, respectively.
(continued)
I-8
<PAGE> 10
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(5) Debt
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- -------------
amounts in thousands
<S> <C> <C>
Newport News Bank Credit Facility (a) $ -- 23,400
Subordinated promissory note payable to
Cablevision (b) -- 855
----------- -----------
$ -- 24,255
=========== ===========
</TABLE>
(a) The Newport News Bank Credit Facility was repaid in full in
January 1996 with proceeds from the Newport News Sale. See
note 2.
(b) Interest accrued at 13.55% per annum on the subordinated
notes. Accrued interest amounted to $216,000 at December 31,
1995 and was included with the subordinated notes. At
December 31, 1995, all of the amounts due under the
subordinated notes related to Newport News. In January 1996
the Partnership used proceeds from the Newport News Sale to
repay amounts due under the subordinated notes. See notes 2
and 6.
(6) Transactions with Related Parties
The Partnership purchased programming services from affiliates of TCI.
The charges, which approximated such TCI affiliates' cost and were
based upon the number of subscribers served by the Partnership,
aggregated $1,913,000 during the three months ended March 31, 1995.
The Partnership has a management agreement with Cablevision, whereby
Cablevision is responsible for performing all services necessary for
the management of the Partnership's cable television systems. As
compensation for these services, the Partnership pays a management fee
equal to 6% (approximately 5-1/2% to Cablevision and 1/2% to PCC) of
the Partnership's gross revenue, as defined in the management
agreement. Such fees aggregated $574,000 for the three months ended
March 31, 1995.
The Partnership also reimburses Cablevision for direct out-of-pocket
and indirect expenses allocable to the Partnership and for certain
personnel employed on a full- or part-time basis to perform
accounting, marketing, technical or other services. Such
reimbursements amounted to $9,000 and $177,000 for the three months
ended March 31, 1996 and 1995, respectively.
(continued)
I-9
<PAGE> 11
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The Colton System shared office facilities, personnel and certain
distribution assets with certain affiliated cable television systems.
As a result, certain of Colton System's operating and administrative
salaries and expenses were allocated based upon the Colton System's
estimated utilization of such office facilities and personnel. ACT 4
sold the Colton System to an indirect subsidiary of TCI on July 3,
1995. See note 2.
Cablevision and PCC had agreed to defer payment of certain management
fees and expense reimbursements owed to them by the Partnership, which
were in excess of the payment amount allowed by the terms of the
Partnership's bank credit facilities. In addition, Cablevision made
advances to the Partnership. Such deferred amounts and advances were
evidenced by subordinated notes payable to Cablevision. See note 5.
Total interest charged by Cablevision for the three months ended March
31, 1995 was $151,000.
The Partnership was obligated to pay a disposition fee equal to 3%
(2-1/4% to Cablevision and 3/4% to PCC) of the gross proceeds from the
sale of any of its cable systems. Such fee was due and payable at the
time the cable system was sold if the consideration received was
greater than its adjusted cost, as defined in ACT 4's limited
partnership agreement. The Partnership paid $3,668,000 of disposition
fees during the three months ended March 31, 1996 in connection with
the Newport News Sale. See note 2.
Amounts due to related parties, which represent non-interest-bearing
payables to TCI and its affiliates, consist of the net effect of cash
advances and certain intercompany expense allocations.
(7) Minority Interest
Through December 31, 1995, the Partnership allocated to ACT 5 losses
of Newport News in excess of ACT 5's investment in Newport News. At
December 31, 1995, aggregate excess losses of $4,206,000 were
reflected as an asset in the accompanying consolidated balance sheets.
The gain allocated to ACT 5 upon the consummation of the Newport News
Sale was more than sufficient to offset such excess losses. See note
2.
I-10
<PAGE> 12
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion should be read in conjunction with the
accompanying consolidated statements and the Partnership's December 31, 1995
Annual Report on Form 10-K.
General
Sales Transactions. During 1995, ACT 4 sold the Wholly-Owned Systems
in three separate sales transactions. In addition, on January 1, 1996 the
Newport News System was sold. As a result of the Sales Transactions, the
Partnership is no longer engaged in the cable television business and is
currently seeking to make a final determination of its liabilities so that
liquidating distributions can be made in connection with its dissolution.
In one transaction, ACT 4 sold the Colton System on July 3, 1995 to an
indirect subsidiary of TCI for net cash proceeds of $10,216,000.
In a second transaction, ACT 4 sold the Kona System on July 3, 1995 to
Time Warner for net proceeds of $31,119,000 of which $2,500,000 has been placed
in escrow and will be subject to any indemnifiable claims made by Time Warner
through July 2, 1996.
In a third transaction, ACT 4 sold the Chino System on December 1,
1995 to Citizens-Century, an unaffiliated third party, for net proceeds of
$40,585,000. Pursuant to the terms of the sale agreement, $2,025,000 of the
sales price is being held in escrow and is subject to any indemnifiable claims
made by Citizens-Century through May 29, 1996.
In a fourth transaction, the Newport News System was sold on January
1, 1996 to Cox, an unaffiliated third party, for cash proceeds of $121,886,000.
Pursuant to the terms of the sale agreement, $5,000,000 of the sales price is
being held in escrow and is subject to any indemnifiable claims made by Cox
through September 27, 1996. ACT 4 has a 60% ownership interest in Newport
News. Accordingly, ACT 4 received $50,544,000 of the net cash proceeds (after
satisfaction of Newport News' transaction costs and liabilities) from the
Newport News Sale. The Partnership then made initial distributions in January
1996 to its general and limited partners of $7,606,000 ($6,085,000 to
Cablevision and $1,521,000 to PCC) and $81,003,000 ($675 per limited
partnership unit), respectively.
All of the Sales Transactions were approved by the limited partners at
a special meeting that occurred on June 20, 1995.
(continued)
I-11
<PAGE> 13
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
AND SUBSIDIARIES
Material Changes in Results of Operations
As a result of the Sales Transactions, the Partnership is no longer
engaged in the cable television business and is currently seeking to make a
final determination of its liabilities so that liquidating distributions can be
made in connection with its dissolution. Accordingly, the Partnership's
results of operations for the three months ended March 31, 1996 include
selling, general and administrative ("SG&A") expenses, the gain from the
Newport News Sale and the minority interest's share of Newport News' net
earnings. The Partnership's SG&A expenses are comprised primarily of legal and
other costs associated with the administration of the Partnership. The gain
from the Newport News Sale has been reduced by approximately $510,000 to
reflect certain of Newport News' operating costs and expenses which were
incurred in 1995 but which were reflected in the 1996 financial records of
Newport News. See note 2 to the accompanying consolidated financial
statements.
Material Changes in Financial Condition
The Partnership anticipates that it will make liquidating
distributions in connection with its dissolution as soon as possible following
the final determination and satisfaction of the Partnership's liabilities, but
not prior to the release of funds from the Newport News escrow.
During the three months ended March 31, 1996, the Partnership used
cash proceeds received in connection with the Sales Transactions to make
distributions to its partners and to fund other financing and operating
activities. See the Partnership's consolidated statements of cash flows
included within the accompanying consolidated financial statements and
"General" above.
I-12
<PAGE> 14
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(27 ) Financial Data Schedule
(b) Reports on Form 8-K filed during the quarter ended March 31,
1996:
Items
Date of Report Reported Financial Statements Filed
-------------- -------- --------------------------
January 12, 1996 Items 2 None
and 7
II-1
<PAGE> 15
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.
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
By: IR-TCI PARTNERS IV, L.P.,
Its General Partner
By: TCI VENTURES FOUR, INC.,
A General Partner
Date: May 15, 1996 By: /s/ Gary K. Bracken
----------------------------------
Gary K. Bracken
Vice President and Controller
(Principal Accounting Officer)
II-2
<PAGE> 16
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<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> 9,016
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 18,541
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 8,576
<TOTAL-LIABILITY-AND-EQUITY> 18,541
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10
<INCOME-PRETAX> 59,911
<INCOME-TAX> 0
<INCOME-CONTINUING> 59,911
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 59,911
<EPS-PRIMARY> 420.04
<EPS-DILUTED> 0<F1>
<FN>
<F1>EPS-PRIMARY REPRESENTS NET EARNINGS PER LIMITED PARTNERSHIP UNIT.
</FN>
</TABLE>
