<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 10-K/A
(Mark One)
[X] Annual Report Pursuant to 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 to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
For the transition period from ______to______
Commission File Number
33-5785-A
NASHVILLE LAND FUND, LTD.
(Exact name of Registrant as specified in its charter)
Tennessee 62-1299384
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number.)
One Belle Meade Place, 4400 Harding Road, Suite 500, Nashville,
Tennessee 37205
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (615) 292-1040
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
None None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class)
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 at least the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is
not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
The aggregate sales price of the Units of Limited
Partnership Interest to non-affiliates was $7,500,000 as of
February 29, 1996.
This does not reflect market value, but is the price at which these
Units of Limited Partnership Interest were sold to the public.
There is no current market for these units.
<PAGE>
PART I
Item 1. Business
Nashville Land Fund, Ltd. ("Registrant"), is a Tennessee
limited partnership organized on March 26, 1986, pursuant to the
provisions of the Tennessee Uniform Limited Partnership Act,
Chapter 2, Title 61, Tennessee Code Annotated, as amended. The
General Partner of Registrant is 222 Partners, Inc.
Registrant's primary business is to own and hold for
investment undeveloped real properties located in Goodlettsville,
Sumner County and Nashville, Davidson County, Tennessee (the
"Property"). Registrant's investment objectives are preservation
of investment capital and appreciation of the value of the Property
due to development of the immediately surrounding areas and the
growth of the communities generally.
Financial Information About Industry Segments
The Registrant's activity, investment in land, is within
one industry segment and geographical area. Therefore, financial
data relating to the industry segment and geographical area is
included in Item 6- Selected Financial Data.
Narrative Description of Business
The Registrant is holding for investment approximately 58
sellable acres of land in various stages of development in
Goodlettsville, Sumner County and Nashville, Davidson County,
Tennessee. These properties will be referred to respectively as
North Creek Business Park Property and Larchwood Property in the
remainder of this report.
The North Creek Business Park Property is approximately
44 acres of land. It is subdivided into 20 tracts, which are
cleared, graded and improved with roads and utilities. The North
Creek Business Park Property is located in the incorporated City of
Goodlettsville, approximately 12 miles north of downtown Nashville,
and is zoned Commercial PUD. It is intended for office users.
An affiliate of the General Partner, North Creek
Associates, Ltd., owns land in the immediate vicinity of North
Creek Business Park. North Creek Associates, Ltd.'s land is
intended primarily for retail and apartment use. The retail site,
called North Creek Commons, does not directly compete with the
Registrant due to their different uses.
The Larchwood Property is approximately 14 acres located
in Nashville, Davidson County. It is subdivided into 4 tracts,
which are cleared and graded. One of the four tracts is zoned for
residential use, and all remaining acreage is zoned Commercial PUD.
Competition:
The competition surrounding the Registrant's Property has
had very little change in the recent years. The competitive sites
have also seen little activity in the past year and are asking
similar prices to the Registrant.
The Registrant has no employees. Partnership management
services are being provided under a contractual agreement with
Landmark Realty Services Corporation, an affiliate of the General
Partner.
Item 2. Properties
As of December 31, 1995, Registrant owned approximately
58 sellable acres of land in Goodlettsville, Sumner County, and
Nashville, Davidson County, Tennessee. These properties consist of
44 acres in the North Creek Business Park and 14 acres of the
Larchwood Property. For further information, see Item 1 above.
Item 3. Legal Proceedings
Registrant is not a party to, nor is any of Registrant's
property the subject of, any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
The security holders of Registrant did not vote on any
matter during the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Units of Limited Partnership
Interest and Related Security Holder Matters
There is no established market for the Units, and it is
not anticipated that any will exist in the future. The Registrant
commenced an offering to the public on June 26, 1986 of 7,500 Units
of limited partnership interests at $1,000 per Unit. The offering
of $7,500,000 was fully subscribed and closed on July 31, 1986. As
of February 29,1996, there were 458 holders of record of the 7,500
Units of limited partnership interests.
There are no material restrictions upon Registrant's
present or future ability to make distributions in accordance with
the provisions of Registrant's Limited Partnership Agreement.
Item 6. Selected Financial Data
For the Year Ended December 31,
1995 1994 1993 1992 1991
Total Income $441,335 $124,358 $183,105 $132,101 $212,626
Net Earnings 242,773 11,389 74,306 28,549 99,076
Net Earnings 32.37 1.52 9.91 3.81 13.21
per unit
Total Assets 5,159,939 6,430,985 6,390,008 6,469,190 6,435,847
Cash Distributions 200 - 20 - 20
per $1000 units
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
On January 4, 1995, the Registrant sold approximately one acre
to a hotel developer for approximately $184,000. There were no
sales during 1994. In 1993, the Registrant sold one acre for
$210,000. The 1993 proceeds were used to make a cash distribution
to the partners in the amount of $150,001. The remainder of the
1993 proceeds are being retained primarily for operating expenses.
Also during 1995, the Registrant received $1,590,292 as
payment of interest and principal on the Note receivable. These
proceeds together with the sale proceeds were used to make a $1.5
million distribution to the partners.
Although there have been some variances between accounts,
overall operations of the Registrant have not fluctuated
significantly except for those accounts effected by the note
receivable from Stewart's Ferry Joint Venture and architect and
engineering fees. The explanations for the variances in interest
vary. In 1994, the interest income calculation was changed from
simple to compounded, thus the increase over 1993. This change was
negotiated in 1992, but, in error, was not reflected in the
financial statements until 1994. Management decided that the
cumulative effect of the oversight from 1992 to 1993($ 7,236) was
not material to the financial statements. Management decided to
recognize the cumulative effect of the prior years' oversight when
the interest was collected. In September 1995, the note receivable
was collected in full and all accrued interest was received. The
fluctuation in interest from 1995 to 1994 is due to a nine month
period of interest accrual versus a twelve month period, offset by
the recognition of the cumulative effect of the difference in
compounded interest over simple interest for the periods prior to
1994.
The income from profit participation relates to the note
receivable from Stewart's Ferry Joint Venture that was received as
part of the sale proceeds from the 1987 land sale to Stewart's
Ferry. The note receivable was originally due July 1990. The note
was extended several times until the final due date of July 2002.
In connection with extending the note the last time in 1992, the
Partnership entered into an equity participation agreement with the
borrower. The agreement generally provided for the proceeds from
the sale of the secured land to be allocated as follows: 1) a full
repayment of principal and all accrued interest, 2) the borrower
receiving $871,986, and 3) any remaining proceeds from the sale of
the land securing the note were to be divided equally between the
borrower and the Partnership. In September 1995, the land was
sold. The note receivable was collected in full and a profit
participation of $245,659 was recognized by the Partnership. This
income was a singular event and is not expected to recur.
The 1995 commission expense relates to the 1987 land sale to
Stewart's Ferry Joint Venture which incurred a commission of
$208,152. $124,152 was paid in 1987. The remaining $84,000 plus
interest was to be paid upon collection of the note receivable. In
error, the unpaid part of the commission was not accrued in 1987.
This error was not noticed until payment of the commission in 1995.
Management decided not to treat the late commission as a prior
period adjustment because it was less than 4% of the original sale
proceeds and less than 2% of Partners' equity. The commission
expense was recognized in 1995 when paid. Generally, all
commissions on land sales are paid at the date of the sale and are
reflected as selling expenses.
Architect and Engineering fees in general are incurred as the
Partnership prepares for land sales. The fees are expensed as
incurred because there can be no assurances that the related sales
will close as expected. The $11,000 decline in architect and
engineering fees from 1994 to 1995 can be attributed to the 1994
expenses relating to the sale that closed in January 1995. There
were no other sales in 1995 or early 1996.
Financial Condition and Liquidity
At February 29, 1996, $116,826 was held in cash and cash
equivalents to cover partnership administrative expenses. The
General Partner believes that the 1996 operational expenses will
remain comparable to those incurred in the recent past. Therefore,
the present cash balances should provide sufficient liquidity for
1996. Sales of the land held for investment are the Registrant's
primary sources of additional capital resources and liquidity.
Nashville Land Fund, Ltd. will implement the provisions of
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of, on January 1, 1996.
This Statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment on a property
by property basis whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell. The fair
value of the assets can be determined externally using appraisals
or internally using discounted future net cash flows. If such
assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount
of the assets exceed the fair value of the assets. The initial
adoption of this Statement is not expected to have a material
impact on the Partnership's financial position, results of
operations, or liquidity.
Item 8. Financial Statements and Supplementary Data
The Financial Statements required by Item 8 are filed at the
end of this Report.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Registrant does not have any directors or officers. 222
Partners, Inc. is the General Partner of the Registrant and as such
has general responsibility and ultimate authority in matters
affecting Registrant's business.
222 Partners Inc.
222 Partners, Inc. was formed in September, 1986 and serves as
co-general partner for several other real estate investment limited
partnerships. The executive officers and directors of 222
Partners, Inc. are W. Gerald Ezell, Steven D. Ezell, and Michael A.
Hartley.
Officers and Directors of 222 Partners, Inc. are as follows:
W. Gerald Ezell, age 65, serves on the Board of Directors of
222 Partners, Inc. Until November, 1985, Mr. Ezell had been for
over 20 years an agency manager for Fidelity Mutual Life Insurance
Company and a registered securities principal of Capital Analysts
Incorporated, a wholly owned subsidiary of Fidelity Mutual Life
Insurance Company.
Steven D. Ezell, age 43, is the President and sole shareholder
of 222 Partners, Inc. He has been an officer of 222 Partners, Inc.
from September 17, 1986 through the current period. Mr. Ezell is
President and 50% owner of Landmark Realty Services Corporation.
For the prior four years, Mr. Ezell was involved in property
acquisitions for Dean Witter Realty Inc. in New York City, most
recently as Senior Vice President. Steven D. Ezell is the son of
W. Gerald Ezell.
Michael A. Hartley, age 36, is Secretary/Treasurer and a Vice
President of 222 Partners, Inc. He has been an officer of 222
Partners, Inc. from September 17, 1986 through the current period.
He is Vice President and 50% owner of Landmark Realty Services
Corporation. Prior to joining Landmark in 1986, Mr. Hartley was
Vice President of Dean Witter Realty Inc., a New York-based real
estate investment firm.
Item 11. Executive Compensation
During 1995, Registrant was not required to and did not pay
remuneration to any executives, partners of the General Partner or
any affiliates, except as set forth in Item 13 of this report,
"Certain Relationships and Related Transactions."
The General Partner does participate in the profits, losses
and distributions of the Registrant as set forth in the Partnership
Agreement.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
As of February 29, 1996 no person or "group" (as that term is
used in Section 13(d) (3) of the Securities Exchange Act of 1934)
was known by the Registrant to beneficially own more than five
percent of the Units of Registrant.
As of the above date, the Registrant knew of no officers or
directors of 222 Partners, Inc. that beneficially owned any of the
units of the Registrant.
There are no arrangements known by the Registrant, the
operation of which may, at a subsequent date, result in a change in
control of the Registrant.
Item 13. Certain Relationships and Related Transactions
No affiliated entities have, for the year ending December 31,
1995, earned or received compensation or payments for services from
the Registrant in excess of $60,000. For a listing of
miscellaneous transactions with affiliates which were less than
$60,000 refer to Note 3 to the Financial Statements included
herein.<PAGE>
PART IV
Item 14. Exhibits Financial Statement Schedules and Reports on
Form 8-K
(a) (1) Financial Statements
Independent Auditors' Report F-1
Financial Statements
Balance Sheets F-2
Statements of Earnings F-3
Statements of Partners' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
(2) Financial Statement Schedules
Independent Auditors' Report S-1
Schedule XI - Real Estates and Accumulated
Depreciation S-2
(3) Exhibits
3 Amended and Restated Certificate and
Agreement of limited Partnership,
incorporated by reference to Exhibit A
to the Prospectus of Registrant dated
June 26, 1986 filed pursuant to Rule 424 (b)
of the Securities and Exchange Commission.
22 Subsidiaries - Registrant has no subsidiaries.
27 Financial Data Schedule
(b) No reports on Form 8-K have been filed during the last
quarter of 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NASHVILLE LAND FUND, LTD.
By: 222 Partners, Inc.
General Partner
DATE: March 25, 1997 By:/s/ Steven D. Ezell
President and Director
DATE: March 25, 1997 By:/s/ Michael A. Hartley
Secretary Treasurer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
NASHVILLE LAND FUND, LTD.
By: 222 Partners, Inc.
General Partner
DATE: March 25, 1997 By:/s/ Steven D. Ezell
President and Director
DATE: March 25, 1997 By:/s/ Michael A. Hartley
Secretary/Treasurer
Supplement Information to be Furnished with Reports filed
Pursuant to Section 15(d) of the Act by Registrant Which Have Not
Registered Securities Pursuant to Section 12 of the Act:
No annual report or proxy material has been sent to security
holders.
<PAGE>
Independent Auditors' Report
The Partners
Nashville Land Fund, Ltd.:
We have audited the accompanying balance sheets of Nashville Land
Fund, Ltd. (a limited partnership) as of December 31, 1995 and
1994, and the related statements of earnings, partners' equity, and
cash flows for each of the years in the three-year period ended
December 31, 1995. 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 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 financial position of
Nashville Land Fund, Ltd. at December 31, 1995 and 1994, and the
results of its operations and its cash flows for each of the years
in the three-year period ended December 31, 1995, in conformity
with generally accepted accounting principles.
KPMG Peat Marwick LLP
Nashville, Tennessee
January 19, 1996
F-1
<PAGE>
<TABLE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Balance Sheets
December 31, 1995 and 1994
<CAPTION>
Assets 1995 1994
<S> <C> <C>
Cash and cash equivalents $ 163,842 104,645
Land held for investment(note 2) 4,995,822 5,080,858
Note receivable (note 4) - 978,014
Accrued interest receivable(note 4) - 267,193
Other assets 275 275
__________ _________
Total assets $5,159,939 6,430,985
Liabilities and Partners' Equity
Liabilities:
Accounts payable $ 984 13,788
Accrued property taxes 35,236 36,251
______ ______
Total liabilities 36,220 50,039
Partners' equity:
Limited Partners, 7,500 units 5,123,614 6,380,841
outstanding
Special Limited Partner (note 6) 5 5
General Partner 100 100
_________ _________
Total Partners' equity 5,123,719 6,380,946
_________ _________
Commitments and contingencies
(note 3 and 5)
Total liabilities
and partners' equity $5,159,939 6,430,985
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
<TABLE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Statements of Earnings
For the Years Ended December 31, 1995, 1994 and 1993
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Income:
Sale Proceeds $ 184,109 - 210,079
Cost of Land Sold (85,036) - (111,794)
Selling Expenses (16,414) - (22,783)
Gain on sale of land 82,659 - 75,502
Interest (note 4) 112,587 123,158 106,303
Income from Profit Participation
on Note Receivable(note 4) 245,659 - -
Miscellaneous 430 1,200 1,300
Total Income 441,335 124,358 183,105
EXPENSES:
Commission Expense (note 3) 100,000 - -
Partnership and property
management fees(note 3) 14,000 14,000 14,000
Association Fees(note 5) 27,567 26,370 28,341
Legal and accounting
fees (note 3) 16,006 14,959 10,568
Architect and engineering fees 4,443 15,627 19,481
General and
Administration expenses 2,562 2,998 1,736
Property taxes 33,984 39,015 34,673
Total Expenses 198,562 112,969 108,799
Net earnings $ 242,773 11,389 74,306
Net earnings allocated to:
General Partner $ - - -
Limited Partners $ 242,773 11,389 74,306
Net earnings per limited
partner unit: $ 32.37 1.52 9.91
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
<TABLE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Statements of Partners' Equity
Years ended December 31, 1995, 1994 and 1993
<CAPTION>
Special
Limited Limited General
partners partner partner Total
units amounts
<S> <C> <C> <C> <C> <C>
Partner's equity,
December 31, 1992 7,500 $6,445,147 - 105 6,445,252
Distributions(note 7) - (150,001) - - (150,001)
Net earnings - 74,306 - 74,306
______ _________ ______ _______________
Partners' equity,
December 31, 1993 7,500 6,369,452 - 105 6,369,557
Net earnings - 11,389 - - 11,389
Partners transfer - - 5 (5)
(note 6) ______ _________ ______ _______________
Partners' equity
December 31, 1994 7,500 6,380,841 5 100 6,380,946
Distributions(note 7) - (1,500,000) - - (1,500,000)
Net earnings - 242,773 - - 242,773
______ _________ ______ ______________
Partners' equity,
December 31, 1995 7,500 $5,123,614 5 100 5,123,719
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Statements of Cash Flows
Years ended December 31, 1995, 1994, and 1993
1995 1994 1993
Cash flows from operating
activities:
Net earnings $242,773 11,389 74,306
Adjustments to reconcile net
earnings to net cash provided
(used) by operating
activities:
Cost of land sold 85,036 - 111,794
Cost of land improvements - (11,500) -
Decrease (increase) in
accrued interest
receivable 267,193 (117,791) (100,099)
Decrease in other assets - - 3,508
(Decrease) increase in
accrued property taxes(1,015) 23,848 (11,535)
(Decrease) increase in
accounts payable (12,804) 5,740 8,048
________ ______ ______
Net cash provided
(used) by operating
activities 581,183 (88,314) 86,022
Cash flows from investing activities -
payment received on note
receivable 978,014 - -
Cash flows from financing activities -
cash distribution to limited
partners (1,500,000) - (150,001)
Net increase (decrease)
in cash and cash
equivalents 59,197 (88,314) (63,979)
Cash and cash equivalents
at beginning of year 104,645 192,959 256,938
Cash and cash equivalents
at end of year $163,842 104,645 192,959
Supplemental disclosures of cash flow information:
Cash paid for state taxes $ - - 7,606
See accompanying notes to financial statements.
F-5
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1995 and 1994
(1) Summary of Significant Accounting Policies
(a) Organization
Nashville Land Fund, Ltd. (the Partnership) is a Tennessee Limited
Partnership organized in March, 1986 to acquire, own, and hold for
investment certain parcels of undeveloped real property located in
Metropolitan Nashville, Davidson County, and Sumner County, Tennessee.
222 Partners, Inc. (see Note 6) is the General Partner of the Partnership.
(b) Income Taxes
The financial statements include only those assets, liabilities
and results of operations which relate to the Partnership. The only
difference between the tax basis and reported amounts of the Partnership's
assets and liabilities relates to the valuation of land held for
investment. For income tax purposes certain costs were capitalized as
additional land improvement costs.
No provision has been made in the financial statements for Federal income
taxes, since such taxes are the liabilities of the partners. The
partnership is subject to a 6% state tax on certain interest income.
Provision has been made in the financial statements for such taxes.
(c) Land Held for Investment
Land held for investment is recorded at cost and includes two
tracts of undeveloped land representing approximately 104 and 105 acres
in 1995 and 1994, respectively. Approximately 58 acres of the land are
available for sale with the remainder being flood plain, roads, and
landscaping. Land costs include amounts incurred to acquire and hold
land, including interest and property taxes, during the development
period. Costs to hold land, including interest and property taxes, are
charged to expense once development is substantially complete. Land
improvement costs incurred include development costs expended subsequent
to the acquisition of a tract.
F-6
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
(d) Income Recognition
Income from sales of land held for investment is generally recorded on the
accrual basis when the buyer's financial commitment is sufficient to
provide economic substance to the transaction, and when other criteria of
SFAS No. 66 " Accounting for Sales of Real Estate" are satisfied. For
sales of real estate where both cost recovery is reasonably certain and
the collectibility of the contract price is reasonably assured, but the
transaction does not meet the remaining requirements to be recorded on the
accrual basis, profit is deferred and recognized under the installment
method, which recognizes profit as collections of principal are received.
If developments subsequent to the adoption of the installment method occur
which cause the transaction to meet the requirements of the full accrual
method, the remaining deferred profit is recognized at that time. Any
losses on sales of real estate are recognized at the time of the sale.
Interest on notes receivable is recognized in income as it accrues during
the period it is outstanding. However, if an uncertainty exists about the
collectibility of a note, the Partnership may establish a reserve for
uncollected interest earned and recognize income only when cash is
received. The Partnership may also establish a reserve for doubtful
accounts on notes receivable based on management's evaluation of the
recoverability of the note.
(e) Partnership Allocations
Partnership net profits are generally allocated first to the
limited partners until the taxable year in which cumulative distributions
to the limited partners are equal to their capital contributions plus
their preferred return (10% annual cumulative return on capital
contributed). Net losses are allocated to the limited partners and
General Partners in proportion to the positive balances in their capital
accounts. However, all net losses will be allocated to the General
Partner if the allocation to the limited partners would result in a
negative capital account balance for the limited partners.
Partnership distributions are allocated 1) to the Limited Partners
in an amount equal to their Preferred Return (10% annual cumulative return
on capital contributed) 2) 99% to the Limited Partners, and 1% to the
General Partner until the Limited Partners have received an amount equal
to their capital contributions and 3) 72% to the Limited Partners and 28%
to the General Partner.
F-7
(Continued)
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
(f) Cash and Cash Equivalents
The Partnership considers all short term investments with original
maturities of three months or less at the date of purchase to be cash
equivalents.
Cash belonging to the Partnership is combined in an account with
funds from other partnerships related to the general partner.
(g) Estimates
Management of the Partnership has made estimates and assumptions
in determining the fair value of the Land held for Investment. These
estimates are used in the assessment and measurement of impairment of the
Long-Lived assets as required in SFAS No. 121. The estimates are
generated internally using a model that discounts future net cash flows
expected to be generated by the ultimate sales of the properties and are
made on a property by property basis.
(h) Reclassifications
Certain amounts in the 1994 and 1995 financial statements have
been reclassified to conform to the 1995 presentation.
(2) Land held for Investment
The components of land held for investment at December 31, are as
follows:
1995 1994
Land 2,800,349 2,859,202
Improvements 2,195,473 2,221,656
___________ ___________
$4,995,822 5,080,858
The aggregate cost for Federal income tax purposes was $5,120,859
and $5,208,244 at December 31, 1995 and 1994, respectively. In 1995, the
Partnership sold approximately 1 acre of the land held for investment for
gross proceeds of $184,109.
(3) Related Party Transactions
The general partner and affiliates have been actively
involved in managing the Partnership. Affiliates of the general partner
receive fees for performing certain services. Expenses incurred for these
services for the years ended December 31, 1995, 1994, and 1993 are as
follows:
1995 1994 1993
Partnership and property
management fees $14,000 14,000 14,000
Accounting fees 2,000 2,000 2,250
Real estate sales commission 5,523 - -
(Continued)
F-8
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
(4) Note Receivable
The note receivable at December 31, 1994 represented a $978,014
promissory note issued by Stewart's Ferry Joint Venture secured by land
and improvements in Davidson County, Tennessee. The promissory note was
originally due July 1990 with interest at 11% payable annually. From July
1990 to June 1992, the note was extended in six-month intervals
with interest ranging from 14% to 12.5% payable at each maturity.
Effective June 30, 1992, the note was again extended. At that time, a
principal payment of $71,986 was made, reducing the unpaid principal
balance from $1,050,000 to $ 978,014, and accrued interest of $128,014
was received. Under the extension agreement all principal and interest
is due on June 30, 2002. Interest on the unpaid balance is to be
calculated at 10% per year compounded quarterly, payable at maturity or
in the event of a sale or refinancing.
In connection with extending the note in 1992, the Partnership
entered into an equity participation agreement with the borrower.
According to their agreement, no equity participation is due and payable
until the Partnership has received full payment of all unpaid principal
and interest due under the note, and the borrower has retained cumulative
net proceeds equal to $871,986 and the amount of any capital expenditures
made by the borrower with respect to the property which expenditures must
be approved in writing by the Partnership. Upon satisfaction of the
preceding conditions, the Partnership participates in fifty percent of the
net proceeds from the sale, refinancing or operations of the property
until the Partnership has received an amount equal to a return of 18% on
the balance of the note receivable and thereafter participates in twenty
percent of the net proceeds.
On September 20, 1995, the property which secured this notes was
sold by Stewart's Ferry Joint Venture. From the proceeds of this sale,
The Partnership received repayment of principal and accrued interest,
totaling $978,014 and $366,619, respectively. Stewart's Ferry Joint
Venture retained $871,986 of the net proceeds, as specified in the equity
participation agreement. The remaining net proceeds were divided equally
between Stewart's Ferry Joint Venture and the Partnership. The
Partnership received additional interest income of $245, 659, upon
liquidation of Stewart's Ferry Joint Venture.
(Continued) F-9
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
(5) Association Fees
During 1989, an owners' association was formed to manage The North
Creek Business Park. The Partnership incurred association fees totaling
$27,567 in 1995, $26,370 in 1994, and $28,341 in 1993, which relate to the
Partnership's pro rata share of the owners' association expenses,
consisting primarily of electricity costs, irrigation, and landscape
maintenance.
(6) General Partner Bankruptcy
On February 25, 1991, W. Gerald Ezell, a former general partner,
elected to file for reorganization under Chapter 11 of the United States
Bankruptcy Code. On April 6, 1994, Mr. Ezell sold his partnership
interest in the Registrant to an affiliated third-party. In accordance
with the partnership agreement, Mr. Ezell's interest was converted into
a special limited partner interest and his general partner
responsibilities were transferred to 222 Partners, Inc., the remaining
general partner.
(7) Distributions
For the years ended December 31, 1995 and 1993, the Partnership
made distributions to the limited partners of $1,500,000 ($200 per unit)
and $150,001 ($20 per unit), respectively. There were no distributions
made in 1994.
(8) Fair Value of Financial Instruments
At December 31, 1995, the Partnership had financial instruments
including cash and cash equivalents of $163,842 and accrued liabilities
of $36,220. The carrying amounts of cash and cash equivalents and accrued
liabilities approximate fair value because of the short maturity of those
financial instruments.
F-10
<PAGE>
Independent Auditors' Report
The Partners
Nashville Land Fund, Ltd.:
Under date of January 19, 1996, we reported on the balance sheets of
Nashville Land Fund, Ltd. as of December 31, 1995 and 1994, and the
related statements of earnings, partners' equity, and cash flows for each
of the years in the three-year period ended December 31, 1995. These
financial statements and our report thereon are included elsewhere herein.
In connection with our audits of the aforementioned financial statements,
we have also audited the related financial statement schedule as listed
in the accompanying index. The financial statement schedule is the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statement schedule based on our
audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, present
fairly, in all material respects, the information set forth therein.
KPMG Peat Marwick LLP
Nashville, Tennessee
January 19, 1996
S-1
<PAGE>
<TABLE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Schedule III
Real Estate and Accumulate Depreciation
Initial Cost to Cost capitalized Gross amount at
Partnership subsequent which carried
to acquisition at close of period
<CAPTION>
Description Encum- Land Building Improve- Carrying Land Building Total Accumu- Date of Date
brances & improve- ments costs & improve- lated de- construc- acquired
ments ments preciation tion
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------ ------ ---- -------- -------- -------- ---- -------- ----- ------- ------- ----
North Creek
Business Park
44 acres $- 1,950,241 - 1,371,255 159,426 1,791,926 1,077,758 2,869,684 - - 6/16/86
Larchwood Property
14 acres $- 2,224,528 - 1,963,227 181,847 1,008,423 1,117,715 2,126,138 - - 7/31/87
$- 4,174,769 - 3,334,480 341,273 2,800,349 2,195,473 4,995,822
*Life on which depreciation in latest income statement is computed is not applicable.
</TABLE>
S-2
<PAGE>
Schedule III
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Real Estate and Accumulated Depreciation
December 31, 1995
1995 1994 1993
(1) Balance at beginning$5,080,858 5,069,358 5,181,152
of Period
Additions during period:
Improvements - 11,500 -
________ ________ _________
- 11,500 -
Deductions during period:
Cost of real
estate sold 85,036 - 111,794
________ ________ ________
85,036 - 111,794
Balance at end
of period $4,995,822 5,080,858 5,069,358
(2) Aggregate cost for
Federal income
tax purposes $5,120,859 5,208,244 5,211,410
See accompanying independent auditors' report.
S-3
Exhibits Filed Pursuant to Item 14 (a) (3):
NASHVILLE LAND FUND, LTD.
(A Tennessee Limited Partnership)
Exhibit Index
Exhibit
3 Amended and Restated Certificate and Agreement of limited
Partnership, incorporated by reference to Exhibit A to
the Prospectus of Registrant dated June 26, 1986 files
pursuant to Rule 424 (b) or the Securities and Exchange
Commission.
22 Subsidiaries - Registrant has no subsidiaries.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000793935
<NAME> NASHVILLE LAND FUND, LTD.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 163,842
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4,995,822
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,159,939
<CURRENT-LIABILITIES> 36,220
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,123,719
<TOTAL-LIABILITY-AND-EQUITY> 5,159,939
<SALES> 184,109
<TOTAL-REVENUES> 441,335
<CGS> 85,036
<TOTAL-COSTS> 101,450
<OTHER-EXPENSES> 198,562
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 242,773
<INCOME-TAX> 0
<INCOME-CONTINUING> 242,773
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 242,773
<EPS-PRIMARY> 32.37
<EPS-DILUTED> 32.37
</TABLE>
