SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------
FORM 10-Q
--------------------------------------------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998.
[ ] 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 0-15571
CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
(Exact name or registrant as specified in its charter)
North Carolina 56-1494619
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4000 Blue Ridge Road, Suite 100
Raleigh, North Carolina 27612
(Address of principal executive office)
(Zip Code)
(919) 781-1700
(Registrant's telephone number, including area code)
(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 _________
The Exhibit Index is located on Page 14.
1
<PAGE>
PART I - FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
Item 1. Financial Information
a) Income Statement
<TABLE>
<CAPTION>
STATEMENTS OF INCOME (Unaudited)
Three Months Ended Six Months Ended
June 30 June 30
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Gain on sale of land ................................. $ 127,656 $ 169,678 $ 291,596 $ 169,678
Extension fees ....................................... 54,840 -0- 77,606 -0-
Interest and other income ............................ 46,429 14,073 78,491 14,626
--------- --------- --------- ---------
Total Income .................................... 228,925 183,751 447,693 184,304
General and Administrative expenses .................. 27,527 14,995 47,224 32,622
--------- --------- --------- ---------
NET INCOME (LOSS) ......................... $ 201,398 $ 168,756 $ 400,469 $ 151,682
========= ========= ========= =========
Allocation of net income (loss) to:
General Partner:
From Gain on sale of land ......................... $ 1,277 $ 1,697 $ 2,916 $ 1,697
From other operations ............................. 737 -0- 1,088 -0-
--------- --------- --------- ---------
Total to General Partner .................... 2,014 1,697 4,004 1,697
--------- --------- --------- ---------
Limited Partners:
From Gain on sale of land ......................... 126,379 167,981 288,680 167,981
From other operations ............................. 73,005 (922) 107,785 (17,996)
--------- --------- --------- ---------
199,384 167,059 396,465 149,985
--------- --------- --------- ---------
TOTAL ALLOCATION .......................... $ 201,398 $ 168,756 $ 400,469 $ 151,682
========= ========= ========= =========
Net income (loss) per
limited partnership unit
(based on 5,900 weighted
average limited partnership units outstanding):
From Gain on sale
of land .................................... $ 21.42 $ 28.47 $ 48.93 $ 28.47
From other operations ....................... 12.37 (.16) 18.27 (3.05)
--------- --------- --------- ---------
TOTAL PER UNIT .......................... $ 33.79 $ 28.31 $ 67.20 $ 25.42
========= ========= ========= =========
Allocation of net income
(loss) to:
General Partner:
From Gain on sale of
land ............................................. $ 1,277 $ 1,697 $ 2,916 $ 1,697
From other operations ......................... 737 -0- 1,088 -0-
--------- --------- --------- ---------
Total to General Partner ...................... 2,014 1,697 4,004 1,697
--------- --------- --------- ---------
Limited Partners:
From Gain on sale of land ..................... 126,379 167,981 288,680 167,981
From other operations ......................... 73,005 (922) 107,785 (17,996)
--------- --------- --------- ---------
199,384 167,059 396,465 149,985
--------- --------- --------- ---------
TOTAL ALLOCATION ...................... $ 201,398 $ 168,756 $ 400,469 $ 151,682
========= ========= ========= =========
Net income (loss) per limited partnership unit (based on 5,900 weighted average
limited partnership units outstanding):
From Gain on sale
of land ................................ $ 21.42 $ 28.47 $ 48.93 $ 28.47
From other
operations ....................................... 12.37 (.16) 18.27 (3.05)
--------- --------- --------- ---------
TOTAL PER UNIT ....................... $ 33.79 $ 28.31 $ 67.20 $ 25.42
========= ========= ========= =========
</TABLE>
See notes to unaudited financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
b) Balance Sheets
BALANCE SHEETS
June 30, 1998 December 31,1997
(Unaudited)
ASSETS
<S> <C> <C>
Cash .......................................................................... $ 364 $ 7,553
Short-term investments ........................................................ 362,114 995,315
---------- ----------
CASH AND CASH EQUIVALENTS ................................................. 362,478 1,002,868
Land held for investment--Note B .............................................. 3,594,592 3,850,572
Other assets .................................................................. 3,529 4,692
---------- ----------
TOTAL ASSETS ............................................................... $3,960,599 $4,858,132
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Trade accounts payable and other
accrued liabilities ........................................................ $ 37,165 $ 29,040
Distribution not claimed by limited partners .................................. 64,647 71,661
Accounts payable-related party ................................................ 12,424 1,337
---------- ----------
TOTAL LIABILITIES ........................................................... $ 114,236 $ 102,038
---------- ----------
PARTNERS' EQUITY
General partner's equity ...................................................... $ 9,715 $ 5,711
Limited partners' equity; 5900 units
authorized, issued, and outstanding ........................................ 3,836,648 4,750,383
---------- ----------
TOTAL PARTNERS' EQUITY ...................................................... $3,846,363 $4,756,094
---------- ----------
TOTAL LIABILITIES
AND PARTNERS' EQUITY ................................................... $3,960,599 $4,858,132
========== ==========
</TABLE>
See notes to unaudited financial statements
3
<PAGE>
c) Statements of Changes in Partners' Capital
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (Unaudited)
Limited General Limited
Partnership Partner's Partners'
Units Equity Equity Total
------ -------- ------ --------
Balance at
<S> <C> <C> <C> <C>
January 1, 1998 ... 5,900 $ 5,711 $ 4,750,383 $ 4,756,094
Net income for the
six months ended
June 30, 1998 ..... 4,004 396,465 400,469
Distribution for 1998
General Partner ..... (8,626) (8,626)
Limited Partner .... (1,301,574) (1,301,574)
---------- ---------- ---------- ----------
BALANCE AT
JUNE 30, 1998 ..... 5,900 $ 1,089 $ 3,845,274 $ 3,846,363
===== ============= =============== ===============
Balance at
January 1, 1997 ... 5,900 $ -0- $ 4,184,962 $ 4,184,962
Net income for the
six months ended
June 30, 1997 ... 1,697 149,985 151,682
------- ----- ------- -------
BALANCE AT
JUNE 30, 1997 .... 5,900 $1,697 $ 4,334,947 $ 4,336,644
===== ====== ================ ===============
</TABLE>
See notes to unaudited financial statements
4
<PAGE>
d) Statements of Changes in Financial Position
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOW (Unaudited)
Six Months Ended
June 30
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) ............................................................ $ 400,469 $ 151,682
Changes in assets and liabilities:
Decrease in land held for investment ..................................... 255,980 61,918
(Increase) decrease in other assets ...................................... 1,163 (1,677)
Increase (decrease) in trade accounts payable and distributions not
claimed by limited partners .......................................... 12,198 99,734
------ ------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES ..................................................... 669,810 311,657
------- -------
CASH FLOW FROM FINANCING ACTIVITIES:
Distribution to General Partner .......................................... (8,626) -0-
Distribution to Limited Partners ......................................... (1,301,574) -0-
----------- ---------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ..................................................... (640,390) 311,657
Cash and cash equivalents at beginning
of period 1,002,868 205,524
--------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 362,478 $ 517,181
============ =============
</TABLE>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest during
the three months ended June 30 was $0 in 1998 and $0 in 1997.
See notes to unaudited financial statements.
5
<PAGE>
e) Notes to Financial Statements
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 1998
NOTE A - SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
Carolina Investment Partners, Limited Partnership (the "Registrant"), was
organized in 1985 to invest in real property which it will sell or lease
undeveloped or develop into office or commercial projects. Walsmith Associates
Two, a North Carolina general partnership, is the general partner (the "General
Partner").
Basis of Presentation:
The accompanying June 30, 1998 financial statements of the Registrant are
unaudited. In the opinion of the General Partner, all adjustments (consisting of
normal accruals) considered necessary for a fair presentation have been
included. Operating results for the period presented are not necessarily
indicative of the results that may be expected for the entire year.
NOTE B - LAND HELD FOR INVESTMENT AND RELATED COMMITMENTS AND TRANSACTIONS
In July, 1986, the Registrant purchased for $1,223,175 an undeveloped 16.3 acre
parcel of land in Cary, North Carolina, known as the Wellington Parcel, from
Wellington Park Associates ("WPA"), an affiliate of the General Partner. The
land is carried at the lower of (i) contract cost plus capitalized purchase and
closing costs or (ii) net realizable value. The contract under which the
Registrant purchased the parcel provides that WPA will share with the Registrant
in any profits resulting from the sale of the Wellington Parcel.
In June, 1986 the Registrant purchased for approximately $3,080,200 an
undeveloped 26.7 acre parcel of land in Cary, North Carolina, known as the
Martin Parcel, from an affiliate of the General Partner. The land is carried at
the lower of (i) contract cost plus capitalized purchase and closing costs or
(ii) net realizable value.
In 1996, 1997 and 1998 the Registrant sold the Wellington Parcel to a third
party under the terms of an Agreement for the Purchase and Sale of Real Estate,
as amended ("the Agreement"), between the Registrant, Wellington Center
Associates LLC (successor to Churchill & Banks, Ltd.) ("WCA"), and ADA
Corporation of North Carolina ("ADA"), an affiliate of the Registrant's General
Partner. The total sales price for the property sold, a portion of which was
owned by ADA, was $3,927,636. This sales price was allocated among the
Registrant and ADA based upon acreage sold by each, with $3,730,963 to the
Registrant and $196,673 to ADA.
6
<PAGE>
On April 9, 1998, the Registrant sold 2.79 acres of the Wellington Parcel
to WCA under the terms of the Agreement for a gross sales price of $365,603. The
Registrant's net sale proceeds were as follows:
April 9, 1998
Gross sales price $ 365,603
Commissions and broker
re-allowance fee (27,420)
Deed stamps (732)
-----------------
Net sales proceeds $ 337,451
=================
Additionally, the Registrant received interest of $40,237 and a late
closing penalty of $54,840 from WCA at the closing under the terms of the
Agreement.
Under the terms of the contract through which the Registrant purchased the
Wellington Parcel (see discussion above) none of the profit was due to WPA. The
Registrant's Partnership Agreement calls for the General Partner to be
allocated, at a minimum, 1% of any gain from the sale of property. Accordingly,
the General Partner's share of the year-to-date gain is $2,916 (net sales
proceeds of $547,577 including property sold on March 3, 1998 and April 9, 1998)
less the Registrant's basis in the property sold, $255,980, equals a gain of
$291,596; 1% of which is $2,916.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The Registrant's operations resulted in net income of $201,398 during the
quarter ended June 30, 1998 compared to a net income of $168,756 during the same
period of 1997, and a net income of $400,469 during the six months ended June
30, 1998 compared to a net income of $151,682 during the same period of 1997.
The primary differences between 1998 and 1997 were:
Quarter ended June 30:
o In the second quarter of 1998, there was a gain of $127,656 from the
sale of the remainder of the Registrant's Wellington Parcel and a late
closing penalty of $54,840 and interest of $40,236. In the second
quarter 1997 there was a gain of $169,678 from the sale of .82 acres
of the Registrant's Wellington Parcel and interest of $11,054.
o Expenses in 1998 increased approximately $12,000 for outside service
relating to site plans and landscape architect services used for
marketing the Martin Parcel.
Six months ended June 30:
o In the six months ended of 1998, there was a gain of $291,596 from the
sale of the remainder of the Registrant's Wellington Parcel and a late
closing penalty of $77,606 and interest of $66,167. In the six months
ended 1997 there was a gain of $169,678 from the sale of .82 acres of
the Registrant's Wellington Parcel and interest of $11,054.
o Expenses in 1998 increased approximately $17,000 for outside service
relating to site plans and landscape architect services for the Martin
Parcel.
o Expenses in 1998 increased approximately $1,000 for developing a
brochure to be used in marketing the Martin Parcel.
Changes in the Registrant's financial condition as of June 30, 1998, in
comparison to December 31, 1997, are primarily due to:
o The sale of the remainder of the Registrant's Wellington Parcel (see
discussion below), generating net sales proceeds of $547,577, and
interest and a late closing penalty of $143,773. These funds are
invested in money market accounts or are held in checking accounts.
o The recognition as a reduction of land held for investment of the cost
basis of property sold, $255,980
8
<PAGE>
o Reclassification of checks that remain outstanding from the November,
1996 distribution to limited partners. These checks, totaling $64,647
as of June 30, 1998, have been reclassified as a liability to the
limited partners.
The Registrant, WCA, and ADA executed an agreement (the "Agreement") for
WCA to purchase certain tracts of real property owned by Reclassification of
checks that remain outstanding from the November, 1996 distribution to limited
partners. These the Registrant (the Wellington Parcel) and ADA. The Agreement
was amended in August 1995, April 1996, three times in September 1996, on
September 12, 1997, December 12, 1997, and again on March 24, 1998. In addition
to other matters, the 1995 and 1996 amendments to the Agreement provided for
10.96 acres (the "Main Site"), of which 10.91 acres were owned by the
Registrant, to close in September 1996 and closing on the remaining 6.21 acres,
consisting of outparcels (the "Outparcels"), of which 5.40 acres is owned by the
Registrant, to occur by March 10, 1997, with an additional 6 month extension
possible on the Outparcels. The amendments during 1997 and 1998 changed the
Outparcels' closing date to April 10, 1998, required an extension fee of $25,000
(of which $20,629 was the Registrant's), and included other stipulations and
penalties. The purchase price for the land is $5.25 per net square foot, which
yields a sales price to the Registrant and ADA of $3,927,636. The closing for
the sale of the Main Site was held on September 25, 1996. The Registrant's net
sales proceeds was $2,202,984 (net of closing costs) for the sale of the Main
Site.
On May 5, 1997, August 26, 1997 and November 17, 1997, the Registrant sold
an additional .82, .79 and .39 acres of the Wellington Parcel to WCA under the
terms of the Agreement for a gross sale price of $250,917, $243,359 and
$255,429, respectively. The Registrant also received $71,237 in interest and
late closing penalty based on the deferred closings.
On March 3, 1998, the Registrant sold an additional .61 acres of the
Wellington Parcel to WCA under the terms of the Agreement for a gross sales
price of $227,655. The Registrant also received interest of $25,930 and a late
closing penalty of $23,175 from WCA at the closing under the terms of the
Agreement.
On April 9, 1998, the Registrant sold 2.79 acres of the Wellington Parcel
to WCA under the terms of the Agreement for a gross sale price of $365,603. The
Registrant also received interest of $40,237 and a late closing penalty of
$54,840.
As of August 7, 1998, the Registrant has $334,590 in cash and short-term
investments, which is sufficient to meet its needs during the next year. The
Registrant expects to retain the cash and short-term investments for future
operating needs.
The Registrant maintains its excess funds in a money market account at Triangle
Bank. The General Partner believes these accounts are an appropriate investment
of the Registrant's funds. Until its properties are sold, placed into
development and/or refinanced, the Registrant anticipates deficits from
operations and administrative expenses.
9
<PAGE>
CAUTIONARY STATEMENT IDENTIFYING IMPORTANT FACTORS THAT COULD CAUSE THE
REGISTRANT'S ACTUAL RESULTS TO DIFFER FROM THOSE PROJECTED IN FORWARD LOOKING
STATEMENTS.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this document, and any document
incorporated by reference herein, are advised that this document and
documents incorporated by reference into this document contain both
statements of historical facts and forward looking statements. Forward
looking statements are subject to certain risks and uncertainties, which
could cause actual results to differ materially from those indicated by
the forward looking statements. Examples of forward looking statements
include, but are not limited to (i) projections of revenues, income or
loss, earnings or loss per share, capital expenditures, dividends, capital
structure and other financial items, (ii) statements of the plans and
objectives of the Registrant or its management, including the introduction
of new products, or estimates or predictions of actions by customers,
suppliers, competitors or regulatory authorities, (iii) statements of
future economic performance, and (iv) statements of assumptions underlying
other statements and statements about the Registrant or its business.
This document and any documents incorporated by reference herein also
identify important factors which could cause actual results to differ
materially from those indicated by the forward looking statements. These
risks and uncertainties include uncertainties about whether real estate
sales under contract will close, the ability of the Registrant to sell its
other real estate assets, the price of real estate sales, environmental
and similar liabilities, future operating expenses and the adequacy of
capital resources to meet future operating expenses, which are described
herein and/or in documents incorporated by reference herein.
The cautionary statements made pursuant to the Private Litigation
Securities Reform Act of 1995 above and elsewhere by the Registrant should
not be construed as exhaustive or as any admission regarding the adequacy
of disclosures made by the Registrant prior to the effective date of such
Act. Forward looking statements are beyond the ability of the Registrant
to control and in many cases the Registrant cannot predict what factors
would cause actual results to differ materially from those indicated by
the forward looking statements.
10
<PAGE>
Part II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit No. 3.1 Amended Agreement of Limited Partnership of the
Registrant (incorporated by reference to Exhibit
4.1 to the Registrant's Annual Report filed on
Form 10-K for the year ended December 31, 1986).
Exhibit No. 10.1 Purchase Agreement between Registrant and Walsmith
Associates regarding the Martin Parcel
(incorporated by reference to Exhibit 10.1to the
Registrant's Annual Report filed on Form 10-K for
the year ended December 31, 1986).
Exhibit No. 10.2 Offer to Purchase and Contract for the Sale and
Purchase of Real Estate, dated as of January 24,
1986, between Wellington Park Associates and the
Registrant (incorporated by reference to Exhibit
6A to the Registrant's Quarterly Report filed on
Form 10-Q for the period ended June 30, 1989).
Exhibit No. 10.3 Agreement between the North Carolina Department of
Transportation and Walsmith Associates
(incorporated by reference to Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K
for the year ended December 31, 1986).
Exhibit No. 10.4 Assignment and Assumption Agreement between the
Registrant and Walsmith Associates (incorporated
by reference to Exhibit 10.4 to the Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1986).
Exhibit No. 10.5 Amendment to Offer to Purchase and Contract for
the Sale and Purchase of Real Estate, dated as of
February 1, 1990, between Wellington Park
Associates and the Registrant (incorporated by
reference to Exhibit 10.6 to the Registrant's
Annual Report filed on Form 10-K for the period
ended December 31, 1989).
Exhibit No. 10.6 Agreement for the Purchase and Sale of Real
Estate, dated as of April 20, 1995, between
11
<PAGE>
Churchill & Banks, Ltd., ADA Corporation of North
Carolina, and the Registrant (incorporated by
reference to Exhibit C to the Registrant's Current
Report filed on Form 8-K, dated April 20, 1995 ).
Exhibit No. 10.7 First Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of August 9,
1995, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit C to the
Registrant's Current Report filed on Form 8-K,
dated August 9, 1995).
Exhibit No. 10.8 Second Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of April 19,
1996, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 28.5 to the
Registrant's Quarterly Report filed on Form 10-Q
for tthe period ended March 31, 1996).
Exhibit No. 10.9 Third Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 10,
1996, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.1 to the
Registrant's Current Report filed on Form 8-K,
dated September 25, 1996).
Exhibit No. 10.10 Fourth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September __,
1996, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.2 to the
Registrant's Current Report filed on Form 8-K,
dated September 25, 1996).
Exhibit No. 10.11 Fifth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 27,
1996, between Wellington Center Associates, LLC,
ADA Corporation of North Carolina, and the
Registrant (incorporated by reference to Exhibit
10.3 to the Registrant's Current Report filed on
Form 8-K, dated
12
<PAGE>
September 25, 1996).
Exhibit No. 10.12 Sixth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 12,
1997, between Wellington Center Associates, LLC,
ADA Corporation of North Carolina, and the
Registrant.
Exhibit No. 10.13 Letter Agreement to amend the Agreement for the
Purchase and Sale of Exhibit No. Real Estate,
dated December 12, 1997 between Churchill & Banks,
Ltd., 10.13 ADA Corporation of North Carolina, and
the Registrant.
Exhibit No. 10.14 Eighth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated March 24, 1998
between Churchill & Banks, Ltd., ADA Corporation
of North Carolina, and the Registrant.
Exhibit No. 27 Financial Data Schedule
(b) Reports on Form 8-K. None
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAROLINA INVESTMENT PARTNERS
LIMITED PARTNERSHIP (Registrant)
BY: WALSMITH ASSOCIATES TWO,
General Partner
By:
Alton L. Smith III, General Partner
Date: August 7, 1998.
14
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page
<S> <C> <C>
3.1 Amended Agreement of Limited Partnership of the
Registrant (incorporated by reference to Exhibit
4.1 to the Registrant's Annual Report filed on
Form 10-K for the year ended December 31, 1986).
10.1 Purchase Agreement between Registrant and Walsmith
Associates regarding the Martin Parcel
(incorporated by reference to Exhibit 10.1to the
Registrant's Annual Report filed on Form 10-K for
the year ended December 31, 1986).
10.2 Offer to Purchase and Contract for the Sale and
Purchase of Real Estate, dated as of January 24,
1986, between Wellington Park Associates and the
Registrant (incorporated by reference to Exhibit
6A to the Registrant's Quarterly Report filed on
Form 10-Q for the period ended June 30, 1989).
10.3 Agreement between the North Carolina Department of
Transportation and Walsmith Associates
(incorporated by reference to Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K
for the year ended December 31, 1986).
10.4 Assignment and Assumption Agreement between the
Registrant and Walsmith Associates (incorporated
by reference to Exhibit 10.4 to the Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1986).
10.5 Amendment to Offer to Purchase and Contract for
the Sale and
15
<PAGE>
<CAPTION>
Purchase of Real Estate, dated as of February 1,
1990, between Wellington Park Associates and the
Registrant (incorporated by reference to Exhibit
10.6 to the Registrant's Annual Report filed on
Form 10-K for the period ended December 31, 1989).
10.6 Agreement for the Purchase and Sale of Real
Estate, dated as of April 20, 1995, between
Churchill & Banks, Ltd., ADA Corporation of North
Carolina, and the Registrant (incorporated by
reference to Exhibit C to the Registrant's Current
Report filed on Form 8-K, dated April 20, 1995 ).
First Amendment to the Agreement for the Purchase
10.7 and Sale of Real Estate, dated as of August 9,
1995, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit C to the
Registrant's Current Report filed on Form 8-K,
dated August 9, 1995).
10.8 Second Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of April 19,
1996, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 28.5 to the
Registrant's Quarterly Report filed on Form 10-Q
for tthe period ended March 31, 1996).
10.9 Third Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 10,
1996, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.1 to the
Registrant's Current
16
<PAGE>
<CAPTION>
Report filed on Form 8-K, dated September 25,
1996).
10.10 Fourth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September __,
1996, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.2 to the
Registrant's Current Report filed on Form 8-K,
dated September 25, 1996).
10.11 Fifth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 27,
1996, between Wellington Center Associates, LLC,
ADA Corporation of North Carolina, and the
Registrant (incorporated by reference to Exhibit
10.3 to the Registrant's Current Report filed on
Form 8-K, dated September 25, 1996).
10.12 Sixth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 12,
1997, between Wellington Center Associates, LLC,
ADA Corporation of North Carolina, and the
Registrant.(incorporated by reference to Exhibit
10.12 to the Registrant's Quarterly Report filed
on Form 10-Q for the period ended September 30,
1997).
10.13 Letter Agreement to amend the Agreement for the
Purchase and Sale of Exhibit No. Real Estate,
dated December 12, 1997 between Churchill & Banks,
Ltd., 10.13 ADA Corporation of North Carolina, and
the Registrant.
17
<PAGE>
<CAPTION>
10.14 Eighth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated March 24, 1998
between Churchill & Banks, Ltd., ADA Corporation
of North Carolina, and the Registrant.
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000789457
<NAME> Caolina Partnership
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
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0
0
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