FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-15546
ANGELES PARTNERS XV
(Name of small business issuer in its charter)
California 95-4046025
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. N/A
State the aggregate market value of the voting partnership interests by non-
affiliates computed by reference to the price at which the partnership interests
were sold, or the average bid and asked prices of such partnership interests, as
of a specified date within the past 60 days. Market value information for
Registrant's partnership interests is not available. Should a trading market
develop for these Interests, it is the Managing General Partners belief that
such trading would not exceed $25 million.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
Item 1. Description of Business
Angeles Partners XV (the "Partnership" or "Registrant") is a publicly-held
limited partnership organized under the California Uniform Limited Partnership
Act pursuant to the Certificate and Agreement of Limited Partnership (herein-
after referred to as "the Agreement") dated June 29, 1984. The Partnership's
Managing General Partner is Angeles Realty Corporation II, a California corpo-
ration (hereinafter referred to as the "Managing General Partner" or "ARCII").
The Managing General Partner was formerly a wholly owned subsidiary of Angeles
Real Estate Corporation, a wholly owned subsidiary of Angeles Corporation and is
engaged in providing similar services to other partnerships.
On November 24, 1992, the outstanding stock of the Managing General Partner
was effectively transferred to IAP GP Corporation, an affiliate of Insignia
Financial Group, Inc. Inasmuch as the information contained herein relates to
the operation of the Partnership for periods during which neither IAP GP
Corporation nor any of its affiliates managed the properties or operations of
the Partnership, such information has been provided by Angeles Real Estate
Corporation.
The Partnership, through its public offering of Limited Partnership Units,
sold 17,321 units aggregating $17,321,000. The Managing General Partner
contributed capital in the amount of $1,000 for a 1% interest in the
Partnership. The Partnership was formed for the purpose of acquiring fee and
other forms of equity interests in various types of real property. The
Partnership currently owns two investment properties. The Managing General
Partner of the Partnership intends to maximize the operating results and,
ultimately, the net realizable value of each of the Partnership's properties in
order to achieve the best possible return for the investors. Such results may
best be achieved through property sales, refinancings, debt restructurings or
relinquishment of the assets. The Partnership intends to evaluate each of its
holdings periodically to determine the most appropriate strategy for each of the
assets.
The Registrant has no employees. Management and administrative services
are performed by Angeles Realty Corporation II, the Managing General Partner and
by Insignia Management Group, L.P., an affiliate of Insignia Financial Group,
Inc. ("Insignia"). Pursuant to a management agreement between them, Insignia
provides property management services to the Registrant.
The real estate business is highly competitive. The Registrant's real
property investments are subject to competition from similar types of properties
in the vicinities in which they are located and the Partnership is not a
significant factor in its industry. In addition, various limited partnerships
have been formed by related parties to engage in business which may be
competitive with the Registrant.
Item 2. Description of Properties:
As of December 31, 1994, the Partnership adopted the liquidation basis of
accounting. The Partnership has experienced significant recurring operating
losses. Also, the Partnership sold six of the eleven Cleveland Industrial
Complex ("Cleveland") buildings and the Rancho Park Office Building during 1994.
In March 1995, the lender on the non-recourse debt secured by the Marina Plaza
notified the Partnership that this debt was in default and initiated foreclosure
proceedings. Marina Plaza was placed in receivership in June 1995, and was
foreclosed upon on August 1, 1995. The Partnership was in default on recourse
indebtedness totaling $3,500,000 due to Angeles Mortgage Investment Trust
("AMIT"). Of this debt, $1,500,000 was secured by one of the remaining
Cleveland buildings and AMIT placed the property in receivership in January
1995, and foreclosed on the property on September 6, 1995. AMIT also foreclosed
on another of the Cleveland buildings on August 23, 1995. The remaining
$2,000,000 is recourse to the Partnership and AMIT received a default judgment
against the Partnership on January 18, 1995. As a result of the foreclosure on
the Cleveland building on August 23, 1995, this judgment was reduced by
$500,000. At this time, the Managing General Partner believes the equity in the
remaining three Cleveland buildings is not sufficient to retire the AMIT debt,
therefore, the Managing General Partner expects to transfer the Partnership's
interest in the remaining Cleveland buildings to AMIT as full satisfaction of
the debt. These transactions are anticipated to occur during the second quarter
of 1996. The Partnership does not expect to contest any of these proceedings.
The Partnership does not intend to purchase any additional properties and the
Managing General Partner has decided to terminate the Partnership upon
foreclosure of the final property.
Item 3. Legal Proceedings
In January 1995, Angeles Mortgage Investment Trust ("AMIT"), began
foreclosure proceedings on one of the remaining Cleveland Industrial Buildings
and the property was placed in receivership at this time. AMIT completed the
foreclosure on September 6, 1995. AMIT also foreclosed on another of the
Cleveland buildings on August 23, 1995. In March 1995, the Partnership received
a notice of default from the lender on Marina Plaza and it was foreclosed upon
in August 1995.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed by AMIT. These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT.
MAE GP may choose to vote these shares as it deems appropriate in the future.
In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the General
Partner and an affiliate of Insignia Financial Group, Inc., which provides
property management and partnership administration services to the Partnership,
owns 63,200 Class A shares of AMIT. These Class A Shares entitle LAC to vote
approximately 1.5% of the total shares.
As part of the settlement of certain disputes with AMIT, MAE GP granted to
AMIT an option to acquire the Class B shares owned by it. This option can be
exercised at the end of 10 years or when all loans made by AMIT to partnerships
affiliated with MAE GP as of November 9, 1994, (which is the date of execution
of a definitive Settlement Agreement) have been paid in full, but in no event
prior to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000
at closing, which occurred April 14, 1995, as payment for the option. Upon
exercise of the option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an
irrevocable proxy in favor of AMIT the result of which is MAE GP will be able to
vote the Class B shares on all matters except those involving transactions
between AMIT and MAE GP affiliated borrowers or the election of any MAE GP
affiliate as an officer or trustee of AMIT. On those matters, MAE GP granted to
the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to
the Class B shares instructing such trustees to vote said Class B shares in
accordance with the vote of the majority of Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
Except for the issues stated, the Registrant is unaware of any pending or
outstanding litigation that is not of a routine nature. The Managing General
Partner of the Registrant believes that all such pending or outstanding
litigation will be resolved without a material adverse effect upon the business,
financial condition, or operations of the Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
The security holders of the Partnership did not vote on any matter during
the fourth quarter of the fiscal year covered by this report.
PART II
Item 5. Market for the Partnership's Common Equity and Related Security
Holder Matters
The Partnership, a publicly-held limited partnership, sold 17,321 Limited
Partnership Units during its offering period through April 1, 1987. The
Partnership currently has 17,239 Limited Partnership Units outstanding and
1,710 Limited Partners of record. There is no intention to sell additional
Limited Partnership Units nor is there an established market for these units.
The Partnership has discontinued making cash distributions from operations
and does not anticipate any cash available for distributions upon the
liquidation of the Partnership.
Item 6. Management's Discussion and Analysis or Plan of Operation
Results of Operations, Liquidity and Capital Resources
As of December 31, 1994, the Partnership adopted the liquidation basis of
accounting. The Partnership has experienced significant recurring operating
losses. Also, the Partnership sold six of the eleven Cleveland Industrial
Complex ("Cleveland") buildings and the Rancho Park Office Building during 1994.
In March 1995, the lender on the non-recourse debt secured by the Marina Plaza
notified the Partnership that this debt was in default and initiated foreclosure
proceedings. Marina Plaza was placed in receivership in June 1995, and was
foreclosed upon on August 1, 1995. The Partnership was in default on recourse
indebtedness totaling $3,500,000 due to Angeles Mortgage Investment Trust
("AMIT"). Of this debt, $1,500,000 was secured by one of the remaining
Cleveland buildings and AMIT placed the property in receivership in January
1995, and foreclosed on it September 6, 1995. AMIT also foreclosed on another
of the Cleveland buildings on August 23, 1995. The remaining $2,000,000 is
recourse to the Partnership and AMIT received a default judgment against the
Partnership on January 18, 1995. As a result of the foreclosure on the
Cleveland building, 4705 Van Epps, on August 23, 1995, this judgment was reduced
by $500,000. At this time, the Managing General Partner believes the equity in
the remaining three Cleveland buildings is not sufficient to retire the AMIT
debt, therefore, the Managing General Partner expects to transfer the
Partnership's interest in the remaining Cleveland buildings to AMIT as full
satisfaction of the debt. These transactions are expected to occur during the
second quarter of 1996. The Partnership does not expect to contest any of these
proceedings.
In November 1992, Angeles Acceptance Pool ("AAP"), a Delaware limited
partnership was organized to acquire and hold the obligations evidencing the
working capital loan previously provided by Angeles Capital Investment, Inc.
("ACII"). Angeles Corporation ("Angeles") is the 99% limited partner of AAP and
Angeles Acceptance Directives, Inc.("AAD"), an affiliate of the Managing General
Partner, was, until April 14, 1995, the 1% General Partner of AAP. On April 14,
1995, as part of a settlement of claims between affiliates of the Managing
General Partner and Angeles, AAD resigned as general partner of AAP and
simultaneously received a 1/2% limited partner interest in AAP. An affiliate of
Angeles now serves as the general partner of AAP.
AAP's working capital loan funded the Partnership's operating deficits in
prior years. Total indebtedness, which is included as a note payable, was
$1,582,409 at December 31, 1995, and December 31, 1994, with monthly interest
only payments at prime plus 2%. Principal is to be paid the earlier of i) the
availability of funds, ii) the sale of one or more properties owned by the
Partnership, or iii) November 25, 1997. Total interest charges for this loan
were $171,428 and $146,373 for the years ended December 31, 1995 and 1994,
respectively.
As a result of the decision to liquidate the Partnership, the Partnership
changed its basis of accounting for its financial statements at December 31,
1994, from the going concern basis of accounting to the liquidation basis of
accounting. Consequently, assets have been valued at the estimated net
realizable value (including subsequent actual transactions described below) and
liabilities are presented at their estimated settlement amounts, including
estimated costs associated with carrying out the liquidation. The valuation of
assets and liabilities necessarily requires many estimates and assumptions and
there are substantial uncertainties in carrying out the liquidation. The actual
realization of assets and settlement of liabilities could be higher or lower
than amounts indicated and is based upon the Managing General Partner's
estimates as of the date of the financial statements.
The investment properties were adjusted to their estimated net realizable
value. The estimated net realizable value for the three Cleveland buildings
remaining at December 31, 1995, was based on independent appraisals. Prior to
the change from the going concern basis to the liquidation basis of accounting,
investment properties were stated at the lower of cost or estimated fair value.
The statement of net liabilities in liquidation as of December 31, 1995,
includes $307,072 of accrued costs that the Managing General Partner estimates
will be incurred during the period of liquidation, based on the assumption that
the liquidation process will be completed during the second quarter of 1996.
These costs include anticipated legal fees ($15,000), administrative expenses
($433,899), audit fees ($16,000), less income from property operations
($157,827). Because the success in realization of assets and the settlement of
liabilities is based on the Managing General Partner's best estimates, the
liquidation period may be shorter than projected or it may be extended beyond
the projected period.
For the year ended December 31, 1995, the Partnership recorded a decrease
in the estimated costs during the period of liquidation of $370,102. This
decrease is primarily due to the payment of liquidation charges, which were
offset by additional estimated costs resulting from the extended liquidation
period.
Item 7. Financial Statements
ANGELES PARTNERS XV
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Statement of Net Liabilities in Liquidation - December 31, 1995
Statement of Changes in Net Liabilities in Liquidation - Year ended
December 31, 1995
Statement of Operations - Year ended December 31, 1994
Statement of Cash Flows - Year ended December 31, 1994
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Partners XV
We have audited the statement of net liabilities in liquidation of Angeles
Partners XV as of December 31, 1995 and the related statement of changes in net
liabilities in liquidation for the year then ended. In addition, we have
audited the statements of operations, changes in partners' deficit/net
liabilities in liquidation and cash flows for the year ended December 31, 1994.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net liabilities in liquidation of Angeles Partners XV
as of December 31, 1995, the changes in net liabilities in liquidation for the
year ended December 31, 1995 and the results of operations and cash flows for
the year ended December 31, 1994, in conformity with generally accepted
accounting principles applied on the basis of accounting described in Note A to
the financial statements.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
February 14, 1996
ANGELES PARTNERS XV
Statement of Net Liabilities in Liquidation
December 31, 1995
Assets
Cash:
Unrestricted $ 230,875
Restricted--tenant security deposits 11,029
Accounts receivable, net of allowance for
doubtful accounts of $8,588 125
Escrow for taxes 8,047
Other assets 42,042
Investment properties (Notes A and B) 5,400,000
5,692,118
Liabilities
Tenant security deposits 1,528
Property taxes 52,938
Interest 1,560,174
Other 11,679
Notes payable including $1,500,000
in default (Notes A, B and C) 6,967,409
Estimated costs during the period
of liquidation (Note A) 307,072
8,900,800
Net liabilities in liquidation (Note A) $(3,208,682)
See Accompanying Notes to Financial Statements
ANGELES PARTNERS XV
STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
Year Ended December 31, 1995
Net liabilities in liquidation
at December 31, 1994 $(5,861,591)
Changes in net liabilities in liquidation
attributed to:
Increase in unrestricted cash 53,093
Decrease in restricted cash (46,907)
Decrease in accounts receivable (85,901)
Decrease in escrows for taxes (145,879)
Decrease in other assets (4,338)
Decrease in investment properties (9,701,138)
Decrease in accounts payable 68,061
Decrease in accrued taxes 94,631
Decrease in tenant security deposit liabilities 158,412
Increase in accrued interest (224,823)
Decrease in other liabilities 259,189
Decrease in mortgage notes payable 11,858,407
Decrease in estimated costs during the
period of liquidation 370,102
Net liabilities in liquidation at
December 31, 1995 $(3,208,682)
See Accompanying Notes to Financial Statements
ANGELES PARTNERS XV
STATEMENT OF OPERATIONS
Year Ended December 31, 1994
<TABLE>
<S> <C>
Revenues:
Rental income $ 4,533,033
Other income 341,322
Total revenues 4,874,355
Expenses:
Operating 458,121
General and administrative 334,531
Property management fees 134,103
Maintenance 129,235
Depreciation 1,414,216
Amortization 76,040
Interest 3,350,905
Property taxes 382,247
Bad debt 47,725
Tenant reimbursements (238,705)
Total expenses 6,088,418
Loss on sale of investment property (Note F) (6,530,920)
Loss on casualty (Note G) (120,532)
Adjustment to liquidation basis (Notes A and B) 2,204,729
Loss before extraordinary item (5,660,786)
Extraordinary item-gain on forgiveness
of debt (Note F) 6,631,718
Net income $ 970,932
Net income allocated to general partner (1%) $ 9,709
Net income allocated to limited partners (99%) 961,223
$ 970,932
Net income (loss) per limited partnership unit:
Loss before extraordinary item $ (451.70)
Extraordinary item 380.85
Adjustment to liquidation basis 126.61
Net income per limited partnership unit $ 55.76
<FN>
</TABLE>
See Accompanying Notes to Financial Statements
ANGELES PARTNERS XV
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
NET LIABILITIES IN LIQUIDATION
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Partners' deficit at
December 31, 1993
(going concern basis) 17,321 (214,485) (6,618,038) (6,832,523)
Abandonment of Limited
Partnership Units (Note H) (82) -- -- --
Net income for the year ended
December 31, 1994 -- 9,709 961,223 970,932
Net liabilities in liquidation
at December 31, 1994 17,239 $(204,776) $(5,656,815) $(5,861,591)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES PARTNERS XV
STATEMENT OF CASH FLOWS
Year Ended December 31, 1994
Cash flows from operating activities:
Net income $ 970,932
Adjustment to liquidation basis (2,204,729)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,414,216
Amortization of loan costs and lease 281,665
Loss on sale of investment properties 6,530,920
Extraordinary gain on debt forgiveness (6,631,718)
Bad debt 47,725
Change in accounts:
Restricted cash (52,205)
Accounts receivable 19,639
Escrow deposits for taxes 445,526
Other assets (195,250)
Accounts payable 56,137
Property taxes (89,672)
Tenant security deposits (113,068)
Accrued interest 944,189
Other liabilities 14,795
Net cash provided by
operating activities 1,439,102
Cash flows from investing activities:
Net proceeds from the sale of investment 3,708,466
Property improvements and replacements (104,498)
Net cash provided by investing
activities 3,603,968
Cash flows used in financing activities:
Principal payments on notes payable (1,770,844)
Repayment of mortgage notes payable (3,635,795)
Proceeds from long-term borrowings 58,843
Net cash used in financing
activities (5,347,796)
Decrease in cash (304,726)
Cash at beginning of period 482,508
Cash at end of period $ 177,782
Supplemental cash flow information:
Cash paid during the period for interest $ 2,238,678
Note payable assumed in sale of investment $ 5,229,486
See Accompanying Notes to Financial Statements
ANGELES PARTNERS XV
(A Limited Partnership)
Notes to Financial Statements
Note A - Organization and Significant Accounting Policies
Basis of Presentation
As of December 31, 1994, the Partnership adopted the liquidation basis of
accounting. The Partnership has experienced significant recurring operating
losses. Also, the Partnership sold six of the eleven Cleveland Industrial
Complex ("Cleveland") buildings and the Rancho Park Office Building during 1994.
In March 1995, the lender on the non-recourse debt secured by the Marina Plaza
notified the Partnership that this debt was in default and initiated foreclosure
proceedings. Marina Plaza was placed in receivership in June 1995, and was
foreclosed upon on August 1, 1995. In addition, the Partnership was in default
on recourse indebtedness totaling $3,500,000 due to Angeles Mortgage Investment
Trust ("AMIT"). Of this debt, $1,500,000 was secured by one of the remaining
Cleveland buildings and AMIT placed the property in receivership in January
1995, and foreclosed on the property on September 6, 1995. AMIT also foreclosed
on another of the Cleveland buildings on August 23, 1995. The remaining
$2,000,000 was recourse to the Partnership and AMIT received a default judgment
against the Partnership on January 18, 1995. As a result of the foreclosure on
the Cleveland building on August 23, 1995, this judgment was reduced by
$500,000. At this time, the Managing General Partner believes the equity in the
remaining three Cleveland buildings is not sufficient to retire the AMIT debt,
therefore, the Managing General Partner expects to transfer the Partnership's
interest in the remaining Cleveland buildings to AMIT as full satisfaction of
the debt. These transactions are anticipated to occur during the second quarter
of 1996. The Partnership does not expect to contest any of these proceedings.
The Partnership does not intend nor does it have the ability to purchase any
additional properties and the Managing General Partner has decided to terminate
the Partnership upon foreclosure of the final property.
As a result of the decision to liquidate the Partnership, the Partnership
changed its basis of accounting for its financial statements at December 31,
1994, from the going concern basis of accounting to the liquidation basis of
accounting. Consequently, assets have been valued at estimated net realizable
value (including subsequent actual transactions described below) and liabilities
are presented at their estimated settlement amounts, including estimated costs
associated with carrying out the liquidation. The valuation of assets and
liabilities necessarily requires many estimates and assumptions and there are
substantial uncertainties in carrying out the liquidation. The actual
realization of assets and settlement of liabilities could be higher or lower
than amounts indicated and is based upon the Managing General Partner's
estimates as of the date of the financial statements.
The investment properties were adjusted to their estimated net realizable value.
The net realizable values were based on certified appraisals. Prior to the
change from the going concern basis to the liquidation basis of accounting,
investment properties were stated at lower of cost or estimated fair value.
The statement of net liabilities in liquidation as of December 31, 1995,
includes approximately $307,072 of costs, net of income, that the Managing
General Partner estimates will be incurred during the period of liquidation,
based on the assumption that the liquidation process will be completed by June
30, 1996. These costs include anticipated legal fees, administrative expenses,
and are net of estimated income from property operations. Because the
realization of assets and the settlement of liabilities is based on the Managing
General Partner's best estimates, the liquidation period may be shorter than
projected or it may be extended beyond the projected period.
Organization: Angeles Partners XV ( the Partnership ) is a California limited
partnership organized on June 29, 1984, to acquire and operate commercial
properties. The Partnership's Managing General Partner is Angeles Realty
Corporation II ("ARC II"), an affiliate of Insignia Financial Group, Inc. As of
December 31, 1995, the Partnership operates three commercial properties in
Cleveland, Ohio.
Allocations to Partners: Net income and losses (excluding those arising from
the occurrence of sales or dispositions) of the Partnership will be allocated 1%
to the Managing General Partner and 99% to the Limited Partners on an annual
basis.
In accordance with the Partnership Agreement, any gain from the sale or other
disposition of Partnership assets will be allocated first to the Managing
General Partner to the extent of the amount of any Incentive Interests (as
defined below) to which the Managing General Partner is entitled. Any gain
remaining after said allocation will be allocated to the Managing General
Partner and Limited Partners in proportion to their interests in the
Partnership, provided that the gain shall first be allocated to Partners with
negative account balances, in proportion to such balances, in an amount equal to
the sum of such negative capital account balances. Except as discussed below,
the Partnership will allocate distributions 1% to the Managing General Partner
and 99% to the Limited Partners.
Upon the sale or other disposition, or refinancing of any asset of the
Partnership, the Distributable Net Proceeds shall be distributed as follows: (i)
First, to the Partners in proportion to their interests until the Limited
Partners have received proceeds equal to their Original Capital Investment
applicable to the property; (ii) Second, to the Partners until the Limited
Partners have received distributions from all sources equal to their 6%
Cumulative Distribution; (iii) Third, to the Managing General Partner until it
has received an amount equal to 3% of the aggregate disposition price of all
properties ("Initial Incentive Interest") and (iv) Thereafter, 76% to the
Partners in proportion to their interests and 24% ("Final Incentive Interest")
to the Managing General Partner.
Cash:
Unrestricted - Unrestricted cash includes cash on hand and in banks and money
market funds. At certain times the amount of cash deposited at a bank may
exceed the limit on insured deposits.
Restricted Cash - Tenant Security Deposits: The Partnership requires security
deposits from lessees for the duration of the lease. Deposits are refunded when
the tenant vacates if there has been no damage.
Note A - Organization and Significant Accounting Policies (Continued)
Depreciation: Depreciation is provided by accelerated and straight-line methods
over the estimated lives of the rental properties and related personal property
through December 31, 1994. No depreciation was recorded subsequent to December
31, 1994, under the liquidation basis of accounting. For Federal income tax
purposes, the accelerated cost recovery method is used (1) for real property
over 18 years for additions after June 15, 1984, and before May 9, 1985, and 19
years for additions after May 8, 1985, and before January 1, 1987, and (2) for
personal property over 5 years for additions prior to January 1, 1987. As a
result of the Tax Reform Act of 1986, for additions after December 31, 1986,
alternative depreciation system is used for depreciation of (1) real property
additions over 27 1/2 years, and (2) personal property additions over 7 years.
Amortization: Loan costs, included in other assets, were being amortized on a
straight-line basis over the life of the loans. At December 31, 1994, $252,672
of unamortized loan costs were written off in the adjustment to liquidation
basis because the Partnership determined that these intangible assets no longer
have value.
Leasing commissions, included in other assets, were being amortized on a
straight-line basis over the terms of the leases. At December 31, 1994,
$121,848 of unamortized loan leasing commissions were written off in the
adjustment to liquidation basis because the Partnership determined that these
intangible assets no longer have value.
Leases: The Partnership leases certain commercial space to tenants under
various lease terms. Prior to the change from the going concern basis to the
liquidation basis of accounting, the leases were accounted for as operating
leases in accordance with Financial Accounting Standards Board Statement No. 13.
At December 31, 1994, $101,680 in deferred rent was written off to adjust to the
liquidation basis of accounting.
Reclassifications: Certain reclassifications have been made to the 1994
balances to conform to the 1995 presentation.
Note B - Adjustment to Liquidation Basis of Accounting
At December 31, 1994, in accordance with the liquidation basis of accounting,
assets were adjusted to their estimated net realizable value and liabilities
were adjusted to their settlement amount and include all estimated costs
associated with carrying out the liquidations. The net adjustment required to
convert to the liquidation basis of accounting was a decrease in net liabilities
of $2,204,729. Significant adjustments in 1994 are summarized as follows:
(Increase) Decrease
in net liabilities
Adjustment from book value of property
improvements to estimate net realizable value $(2,620,555)
Adjustment to record estimated costs during
the period of liquidation (677,174)
Adjustment of debt to net settlement value 5,975,360
Adjustment for other assets and liabilities (472,902)
Net decrease in net liabilities $ 2,204,729
Note C - Notes Payable
The principal terms of notes payables are as follows:
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
1995 Interest(1) Rate Date Maturity
<S> <C> <C> <C> <C> <C>
Cleveland Industrial
1st mortgage $1,775,000 $10,576 7.15% 09/98 $1,775,000
1st mortgage 2,090,000 12,453 7.15% 09/98 2,090,000
Angeles Partners
XV-AAP
Notes payable
(Note E) 1,582,409 10,549 (5) 11/97 1,582,409
Note payable in
default(2)(3)(4) 1,500,000 20,883 12.50% 12/95 1,500,000
Note payable 20,000 0 8.00% 07/04 20,000
$6,967,409 $54,461
<FN>
(1) Interest only payments.
(2) The Partnership executed mortgages on both its Marina Plaza and Rancho
Park properties to secure this obligation. However, the holder of the
first trust deeds, whose loan documents prohibit subliens, required the
second trust deeds to be removed from record. Accordingly, this
obligation is now unsecured.
(3) Debt is currently in default as debt service has been discontinued.
(4) Loan provided by Angeles Mortgage Investment Trust (See "Note E").
(5) Interest calculated at prime plus 2% (currently 10.75%).
</TABLE>
Mortgages are collateralized by the related property and improvements and by
pledge of revenues from the property and improvements of the Partnership.
Scheduled principal payments of notes payable to December 31, 1995, are as
follows:
1996 $1,500,000
1997 1,582,408
1998 3,865,000
1999 --
2000 --
Thereafter 20,000
$6,967,408
Note D - Income Taxes
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
The following is a reconciliation of reported net income and Federal taxable
loss for 1994:
1994
Net income as reported $ 970,932
Add (deduct):
Adjustment to liquidation basis (2,204,729)
Depreciation differences 51,984
Unearned income 183,433
Amortization (315,295)
Book-tax differences on disposal
of investment properties (2,136,981)
Other 139,446
Federal taxable loss $(3,311,210)
Federal taxable loss per
limited partnership unit $ (190.16)
For the year ended December 31, 1995, the Federal taxable income was $2,703,636,
or $155.26 per limited partnership unit.
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net liabilities:
Net liabilities in liquidation, as reported $(3,208,682)
Adjustment to liquidation basis 455,255
Land and buildings 1,034,492
Accumulated depreciation (2,725,530)
Syndication and distribution costs 2,548,350
Other (66,176)
Net liabilities - Federal tax basis $(1,962,291)
Note E - Transactions with Affiliated Parties
On November 24, 1992, Angeles Real Estate Corporation, the parent of the
Managing General Partner at that time, effectively transferred all of the
outstanding stock of the Managing General Partner to IAP GP Corporation, an
affiliate of Insignia Financial Group. As a result of the transfer of ownership
of the Managing General Partner to IAP GP Corporation, affiliates of Insignia
now provide property management and asset management services to the
Partnership.
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following payments were made to Insignia Financial Group, Inc. and
affiliates in 1995 and 1994.
1995 1994
Property management fees $ 76,101 $113,254
Property lease commissions 79,248 82,583
Reimbursement for services of 144,772 151,931
(1) $11,679 of the reimbursements due to affiliates of Insignia had not been
paid as of December 31, 1995, and $29,796 as of December 31, 1994.
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Managing General Partner. An affiliate of the
Managing General Partner acquired, in the acquisition of a business, certain
financial obligations from an insurance agency which were later acquired by the
agent who placed the current year's master policy. The current agent assumed
the financial obligations to the affiliate of the Managing General Partner who
receives payments on these obligations from the agent. The amount of the
partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
In November 1992, Angeles Acceptance Pool ("AAP"), a Delaware limited
partnership was organized to acquire and hold the obligations evidencing the
working capital loan previously provided by Angeles Capital Investment, Inc.
("ACII"). Angeles Corporation ("Angeles") is the 99% limited partner of AAP and
Angeles Acceptance Directives, Inc.("AAD"), an affiliate of the Managing General
Partner, was, until April 14, 1995, the 1% General Partner of AAP. On April 14,
1995, as part of a settlement of claims between affiliates of the Managing
General Partner and Angeles, AAD resigned as general partner of AAP and
simultaneously received a 1/2% limited partner interest in AAP. An affiliate of
Angeles now serves as the general partner of AAP.
Note E - Transactions with Affiliated Parties (Continued)
AAP's working capital loan funded the Partnership's operating deficits in prior
years. Total indebtedness, which is included as a note payable, was $1,582,409
at December 31, 1995, with monthly interest only payments at prime plus 2%.
Principal is to be paid the earlier of i) the availability of funds, ii) the
sale of one or more properties owned by the Partnership, or iii) November 25,
1997. Total interest charges for this loan were $171,428 and $146,373 for the
year ended December 31, 1995 and 1994, respectively.
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust, has
provided secondary financing to the Partnership secured by the Partnership's
investment properties known as Cleveland Industrial and Marina Plaza. One of
the notes in the amount of $600,000 secured by one of the Cleveland Industrial
buildings was assumed by the purchaser of the building during 1994. Total AMIT
indebtedness at December 31, 1995, is $1,500,000, plus accrued interest of
$1,105,902. Total interest charges were $579,592 and $631,482 for the years
ended December 31, 1995 and 1994, respectively.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed by AMIT. These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT. MAE
GP may choose to vote these shares as it deems appropriate in the future. In
addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the General
Partner and an affiliate of Insignia Financial Group, Inc., which provides
property management and partnership administration services to the Partnership,
owns 63,200 Class A shares of AMIT. These Class A Shares entitle LAC to vote
approximately 1.5% of the total shares.
As part of the settlement of certain disputes with AMIT, MAE GP granted to AMIT
an option to acquire the Class B shares owned by it. This option can be
exercised at the end of 10 years or when all loans made by AMIT to partnerships
affiliated with MAE GP as of November 9, 1994, (which is the date of execution
of a definitive Settlement Agreement) have been paid in full, but in no event
prior to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000
at closing, which occurred April 14, 1995, as payment for the option. Upon
exercise of the option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT thereby enabling MAE GP to vote the Class B shares on all
matters except those involving transactions between AMIT and MAE GP affiliated
borrowers or the election of any MAE GP affiliate as an officer or trustee of
AMIT. On those matters, MAE GP granted to the AMIT trustees, in their capacity
as trustees of AMIT, proxies with regard to the Class B shares instructing such
trustees to vote said Class B shares in accordance with the vote of the majority
of Class A Shares voting to be determined without consideration of the votes of
"Excess Class A Shares" as defined in Section 6.13 of the Declaration of Trust
of AMIT.
Note F - Sale of Investment Properties
On February 28, 1994, the Partnership sold six of the eleven buildings known as
Cleveland Industrial (4650 Springs Road, 100 Hayes Drive, 210 Hayes Drive, 211
Hayes Drive, 4595 Van Epps Road and 4597 Van Epps Road) to an unaffiliated
party. Net proceeds from the sale of $110,606 were used to pay closing costs of
$10,606 and to pay down the principal balance of an AMIT note in the amount of
$100,000. The purchaser assumed the underlying mortgages and accrued interest
secured by the properties in the amount of $5,229,486, including the remaining
balance of the above mentioned AMIT note of $500,000. The Partnership
recognized a gain of $341,927 on the transaction.
On May 31, 1994, the Partnership entered into a lease buyout agreement with the
tenant of Rancho Park Office Building. The Partnership received net proceeds of
$1,212,524 and the assignment of rights to the sublease entered into by the
tenant with a third party. The proceeds were used to pay down the mortgage note
secured by the investment property. On August 22, 1994, the Partnership sold
Rancho Park Office Building for a total consideration of $3,800,000. Proceeds
after closing costs were used to pay the mortgage holder. The Partnership
realized a loss on the sale of the property of $6,872,847 and an extraordinary
gain on debt forgiveness in the amount of $6,631,718 for a net loss on the
transaction of $241,129.
Note G - Casualty Loss
The Partnership recorded a loss of $120,532 due to earthquake damage at Rancho
Park during 1994. This damage was not covered by insurance.
Note H - Abandoned Limited Partnership Units
In 1994, the number of Limited Partnership Units decreased by 82 units due to
limited partners abandoning their units. In abandoning his or her Limited
Partnership Unit, a limited partner relinquishes all right, title and interest
in the Partnership as of the date of abandonment. The loss per Limited
Partnership Unit in the accompanying Statements of Operations is calculated
based on the number of units outstanding at the end of the year.
Item 8. Changes in and Disagreements with Accountant on Accounting and
Financial Disclosures
None.
PART III
Item 9. Directors and Executive Officers of the Registrant
The Registrant does not have any directors or officers. The Managing General
Partner, Angeles Realty Corporation II, an affiliate of Metropolitan Asset
Enhancement, L.P. ("MAE"), is responsible for the management and control of
substantially all of the Registrant's operations and has general responsibility
and ultimate authority in all matters affecting the Registrant's business.
The present officers of the Managing General Partner are listed below:
Name Age Position
Carroll D. Vinson 55 President
Robert D. Long, Jr. 28 Controller and Principal Accounting
Officer
William H. Jarrard, Jr. 49 Vice President
John K. Lines 36 Secretary
Kelley M. Buechler 38 Assistant Secretary
Carroll D. Vinson has been President of Managing General Partner and
President of the MAE subsidiaries since August 1994. Prior to that, during 1993
to August 1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (regional CPA
firm) and engaged in various other investment and consulting activities.
Briefly, in early 1993, Mr. Vinson served as President and Chief Executive
Officer of Angeles Corporation, a real estate investment firm. From 1991 to
1993, Mr. Vinson was employed by Insignia in various capacities including
Managing Director-President during 1991. From 1986 to 1990, Mr. Vinson was
President and a Director of U.S. Shelter Corporation, a real estate services
company, which sold substantially all of its assets to Insignia in December
1990.
Robert D. Long, Jr. has been Controller and Principal Accounting
Officer of Managing General Partner and MAE subsidiaries since February 1994.
Prior to joining Metropolitan Asset Enhancement, L.P., and subsidiaries, he was
an auditor for the State of Tennessee and was associated with the accounting
firm of Harshman Lewis and Associates. He is a graduate of The University of
Memphis.
William H. Jarrard, Jr. has been Vice President of Managing General
Partner since January 1992 and Managing Director - Asset Management and
Partnership Administration of Insignia Financial Group, Inc. ("Insignia") since
January 1991. During the five years prior to joining Insignia in 1991, he
served in a similar capacity for U.S. Shelter. Mr. Jarrard is a graduate of the
University of South Carolina and a certified public accountant.
John K. Lines, Esquire has been Secretary of Managing General Partner
since August 1994, General Counsel of Insignia since June 1994, and General
Counsel and Secretary of Insignia since July 1994. From May 1993 until June
1994, Mr. Lines was the Assistant General Counsel and Vice President of Oewen
Financial Corporation in West Palm Beach, Florida. From October 1991 until
April 1993, Mr. Lines was a Senior Attorney with Banc One Corporation in
Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was employed as an
Associate Attorney with Squire Sanders & Dempsey in Columbus, Ohio.
Kelley M. Buechler has been Assistant Secretary of Managing General
Partner since January 1992 and Assistant Secretary of Insignia since January
1991. During the five years prior to joining Insignia in 1991, she served in a
similar capacity for U.S. Shelter. Ms. Buechler is a graduate of the University
of North Carolina.
Item 10. Executive Compensation
No direct form of compensation or remuneration was paid by the
Partnership to any officer or director of ARC II. The Partnership has no plan,
nor does the Partnership presently propose a plan, which will result in any
remuneration being paid to any officer or director upon termination of
employment. However, fees and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Note
E" of the Financial Statements included under "Item 7," which is incorporated
herein by reference.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of January 1, 1996, no person owned of record more than 5% of Limited
Partnership Units of the Partnership nor was any person known by the Partnership
to own of record and beneficially, or beneficially only, more than 5% of such
securities.
The Partnership knows of no contractual arrangements, the operation of the
terms of which may at a subsequent date result in a change in control of the
Partnership, except as follows: Article 12.1 of the Agreement, which provides
that upon a vote of the Limited Partners holding more than 50% of the then
outstanding Limited Partnership Units the Managing General Partner may be
expelled from the Partnership upon 90 days written notice. In the event that a
successor general partner has been elected by Limited Partners holding more than
50% of the then outstanding Limited Partnership Units and if said Limited
Partners elect to continue the business of the Partnership, the Partnership is
required to pay in cash to the expelled Managing General Partner an amount equal
to the accrued and unpaid management fee described in Article 10 of the
Agreement and to purchase the Managing General Partner's interest in the
Partnership on the effective date of the expulsion, which shall be an amount
equal to the difference between (i) the balance of the Managing General
Partner's capital account and (ii) the fair market value of the share of
Distributable Net Proceeds to which the Managing General Partner would be
entitled. Determination of the fair market value of the share of Distributable
Net Proceeds is defined in Article 12.2(b) of the Agreement.
Item 12. Certain Relationships and Related Transactions
No transactions have occurred between the Partnership and any officer or
director of ARC II.
During the year ended December 31, 1995, the transactions that occurred
between the Partnership and ARC II and affiliates of ARC II pursuant to the
terms of the Agreement are disclosed under "Note E" of the Partnerships'
Financial Statements included under "Item 7," which is hereby incorporated by
reference.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
(b) Reports on Form 8-K filed during the fourth quarter of 1995:
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ANGELES PARTNERS XV
(A California Limited Partnership)
(Registrant)
By: Angeles Realty Corporation II
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
Date: March 22, 1996
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
on the date indicated.
/s/Carroll D. Vinson President March 22, 1996
Carroll D. Vinson
/s/Robert D. Long, Jr. Controller and Principal March 22, 1996
Robert D. Long, Jr. Accounting Officer
Exhibit Index
Exhibit
3.1 Amended Certificate and Agreement of the Limited Partnership
filed as exhibit 3.1 in Form 10K dated October 31, 1979 and is
incorporated herein by reference.
10.1 Property Management Agreement between the Partnership and Angeles
Real Estate Management Company, filed as exhibit 10.1 in Form 10K
dated October 31, 1980 and is incorporated herein by reference.
10.2 First Trust Deed Mortgage - Bercado Shores, filed as an exhibit
10.8 in Form 10-K dated March 28, 1991 and is incorporated herein
by reference.
10.3 First Trust Deed Mortgage - Devonshire Apartments, filed as an
exhibit 10.9 in Form 10-K dated March 28, 1991 and is
incorporated herein by reference.
10.4 Promissory Note Secured by Mortgage and Other Security -
Breckenridge, filed as an exhibit 10.10 in Form 10-K dated March
28, 1991 and is incorporated herein by reference.
10.5 Promissory Note Secured by Mortgage and Other Security -
Devonshire, filed as an exhibit 10.11 in Form 10-K dated March
28, 1991 and is incorporated herein by reference.
10.6 Promissory Note Secured by Mortgage and Other Security - Brittany
Point, filed as an exhibit 10.12 in Form 10-K dated March 28,
1991 and is incorporated herein by reference.
10.7 Agreement to Purchase and Sale of Real Property between Angeles
Partners XV and New Plan Realty Trust, dated January 29, 1992
which was filed as exhibit I to the Trust's Form 8-K filed
February 28, 1992 and is incorporated herein by reference.
10.8 Stock Purchase Agreement dated November 24, 1992 showing the
purchase of 100% of the outstanding stock of Angeles Realty
Corporation by IAP GP Corporation, a subsidiary of MAE GP
Corporation, filed in Form 8-K dated December 31, 1992, which is
incorporated herein by reference.
10.9 Seller's Closing Statements for Cleveland Industrial buildings:
1) Van Epps Road, Brooklyn Heights, 2) 4650 Spring Road, Brooklyn
Heights, 3) 211 Hayes Drive, Brooklyn Heights, 4) Hayes Drive,
Brooklyn Heights, 5) 100 Hayes Drive, Brooklyn Heights.
10.10 Seller's Closing Statement for Rancho Park (10301 West Pico
Boulevard, Los Angeles).
10.11 Agreement for Deed-in-Lieu Foreclosure on 4705 Van Epps
10.12 Agreement for Deed-in-Lieu Foreclosure on 4851 Van Epps
10.13 Motion for Foreclosure on Marina Plaza and Marina Harbor
16 Letter from the Registrant's former accountant regarding its
concurrence with the statements made by the Registrant is
incorporated by reference to the exhibit filed with Form 8-K
dated August 30, 1993.
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Parnters XV 1995 Year-End 10-KSB and is qualified in its entirety by reference
to such 10-KSB filing.
</LEGEND>
<CIK> 0000788331
<NAME> ANGELES PARTNERS XV
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 230,875
<SECURITIES> 0
<RECEIVABLES> 125
<ALLOWANCES> 8,588
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 5,400,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,692,118
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 6,967,409
0
0
<COMMON> 0
<OTHER-SE> 3,208,682
<TOTAL-LIABILITY-AND-EQUITY> 5,692,118
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
